R-04-01-08-7G2 - 1/8/2004J
RESOLUTION NO. R -04-01-08-7G2
WHEREAS, the City desires to purchase property situated on Lots
1-5, Block 7, City of Round Rock, Williamson County, Texas, located at
206 West Bagdad, for the new downtown Fire Station, and
WHEREAS, Oncor Electric Delivery Company, 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 Contract of Sale with Oncor Electric Delivery
Company, a copy of same 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 January, 2004.
N W Mayor
City of Round Rock, Texas
CHRISTINE R. MARTINEZ, City Secretary
@PFDesktop\::GDMe/WORLDOX/O:/WDOX/RESOLUTI/R4010BG2.WPD/sc
CONTRACT OF SALE
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
KNOW ALL MEN BY THESE PRESENTS:
That this CONTRACT OF SALE ("Contract") is made by and between ONCOR
ELECTRIC DELIVERY COMPANY, a Texas corporation (hereinafter referred to as "Seller"),
and the CITY OF ROUND ROCK, a home -rule and municipal corporation (hereinafter referred to
as "Purchaser"), upon the terms and conditions set forth herein.
1. Purchase and Sale. Seller hereby sells and agrees to convey, and Purchaser hereby
purchases and agrees to pay for, the land and improvements situated in the City of Round Rock,
Texas and being located at 206 West Bagdad Avenue, Lots 1-5, Block 7, Original Town Round
Rock, Williamson County (hereinafter referred to as "Property") as shown on Exhibit "A" attached
hereto and incorporated herein for all purposes, and to be more particularly described and identified
by an on the ground survey pursuant to Section M below, for the consideration and upon and
subject to the terms, provisions, and conditions hereinafter set forth.
2. Consideration.
(a) Seller agrees to accept and Purchaser agrees to pay as consideration for the
sale of the Property a total sum equal to One Hundred Seventy Thousand Five Hundred and
No/100 Dollars ($170,500.00); and
(b) the parties agree that by conveying the Property herein Seller is losing
required parking spaces for its business on Seller's remaining land, and therefore Purchaser
agrees to pay to Seller the further consideration of Twenty Thousand Two Hundred Ninety
seven and No/100 Dollars ($20,297.00) for the construction of new parking spaces on
Seller's remaining land, as shown on Exhibit `B", which will be paid in cash at the Closing,
as hereinafter defined ("Total Consideration").
3. Survey and Title Binder.
(a) Within thirty (30) days after the Effective Date, as hereinafter defined,
Purchaser shall, at Purchaser's expense, deliver or cause to be delivered to Seller a copy of a
current on -the -ground survey ("Survey") of the Property made by a duly licensed surveyor
reasonably acceptable to the Seller. The Survey shall be in a form acceptable to Alamo Title
Company, 1717 IH -35 North, Suite 150, Round Rock, Texas 78664 ("Title Company") in
order to allow the Title Company to delete the survey exception (except as to "shortages in
area") from the Texas Owner's Policy of Title Insurance ("Title Policy") to be issued by the
Title Company and shall be certified by the surveyor in a form substantially similar to the
CONTRACT OF SALE
Page 1
EXHIBIT
b
D
a
"An
certificate attached hereto as Exhibit "C". The Survey shall: (a) identify the Property by
metes and bounds or platted lot description; (b) show that the survey was made and staked on
the ground with corners permanently marked; (c) set forth the dimensions and total area of
the Property; (d) show the location of all improvements, highways, streets, roads, railroads,
rivers, creeks or other waterways, fences, easements and rights-of-way on the Property with
all easements and rights-of-way referenced to their recording information; (e) show any
discrepancies or conflicts in boundaries, any visible encroachments, and any portion of the
Property lying within the 100 -year floodplain as shown on the current Federal Emergency
Management Agency map.
(b) Within thirty (30) days from the Effective Date, Seller shall, at Purchaser's
expense, deliver or cause to be delivered to Purchaser:
(1) A title commitment ("Title Binder") covering the Property binding the
Title Company to issue the Title Policy on the standard form of policy
prescribed by the Texas State Board of Insurance at the Closing in the full
amount of the Total Consideration, and
(2) True, correct, and legible copies of any and all instruments referred to
in the Title Binder as constituting exceptions or restrictions upon the title of
Seller, except copies of the instruments evidencing the Mortgage and Deed of
Trust identified in Section 18 hereof, which shall be required to be released
on or before Closing, may be omitted.
4. Approval Period and Title.
(a) Purchaser shall have ten (10) days after the receipt of the Survey and Title
Binder to review them and to deliver in writing to Seller such objections as Purchaser may
have to any exception or title defect contained in them. Any liens or security interests
securing indebtedness shall be deemed unacceptable notwithstanding Purchaser's failure to
object to all such matters as aforesaid. Any item to which Purchaser shall not object shall be
deemed a "Permitted Exception". If there are objections by Purchaser, Seller shall in good
faith attempt to cure such objections within ten (10) days prior to the Closing Date, except
the Mortgage and Deed of Trust identified in Section 18 hereof, which shall be required to be
released on or before Closing, but Seller shall not be required to incur any cost to do so. If
Seller delivers written notice to Purchaser that Seller shall not, or is unable to, have such
objected to exceptions removed from the Title Commitment or endorsed or otherwise cured
in a manner reasonably satisfactory to Purchaser, Purchaser shall within ten (10) days of its
receipt of such notice either (i) in writing, waive such objections and agree to accept title to
the Property subject to the Permitted Exceptions and to such uncured objections which shall
then be deemed to be Permitted Exceptions or (ii) terminate this Contract by written notice to
Seller and receive a return of the Escrow Deposit, as hereinafter defined. Zoning ordinances
and the lien for current taxes shall be deemed to be Permitted Exceptions.
CONTRACT OF SALE
Page 2
(b) Seller represents and warrants to Purchaser that at the Closing Seller will have
and will convey to Purchaser good title to the Property free and clear of any and all
encumbrances except the Permitted Exceptions and such exceptions which Purchaser waives
in accordance with the foregoing paragraph. Delivery of an updated Title Binder to enable
Purchaser to obtain a Title Policy pursuant to Section 5 of this Contract shall be deemed to
fulfill all duties of Seller as to sufficiency of title required hereunder; provided however,
Seller shall not thereby be released from the warranties of Seller's deed.
5. Closing. The closing of the transaction contemplated by this Contract ("Closing")
shall be held at the office of the Title Company on or before 60 days after the Effective Date herein,
or at such time, date and place as Seller and Purchaser may agree upon, whichever is later, but in no
event later than 90 days after the Effective Date unless agreed upon in writing by both Purchaser and
Seller pursuant to Section 10 below ("Closing Date"). At the Closing the following shall occur:
(a) Seller shall deliver to Purchaser a duly executed and acknowledged Special
Warranty Deed in a form acceptable to Seller, Purchaser and Title Company conveying good
title in fee simple to all of the Property, free and clear of any and all encumbrances except for
the Permitted Exceptions.
(b) If Purchaser elects, it shall cause the Title Company to deliver a Texas
Owner's Title Policy, at Purchaser's sole expense, issued by or through the Title Company,
in Purchaser's favor for the full amount of the Total Consideration, insuring Purchaser's fee
simple title to the Property subject to the Permitted Exceptions and the standard printed
exceptions contained in the usual form of Texas Owner's Title Policy, provided, however:
(i) If Purchaser elects to pay the additional title insurance premium, the
standard exception concerning discrepancies or conflicts in boundary
lines shall be deleted (except for "shortages in area"); and
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."
(c) At the Closing Purchaser will pay cause the balance of the Total
Consideration, after giving credit for the Escrow Deposit, to be wire transferred to or as
directed by Seller.
(d) Upon the completion of the deliveries specified in (a) — (c) above, the Title
Company shall be authorized to cause the appropriate closing documents to be immediately
recorded in the appropriate records of the county where the Property is located.
(e) All taxes, general and special and all assessments, including state, county,
school, municipal, and all other taxes whatsoever (exclusive of rebates, penalties or interest)
in connection with the Property will be prorated at Closing with an effective proration date
being as of the Closing Date. Taxes for previous years will be paid by Seller.
CONTRACT OF SALE
Paye 3
(fl Each party hereto shall pay its share of the closing costs that are normally
assessed by the Title Company against a seller or purchaser in a transaction of this character
in the county where the Property is located.
6. Real Estate Commission. Seller and Purchaser hereby agree that they will at all times
hereafter indemnify and hold harmless one another and their successors and assigns, from and
against any and all claims, losses, costs, expenses, liabilities and/or damages, including reasonable
attorneys' fees, which the other, its successors or assigns, may hereafter incur, suffer or be required to
pay to any individual or entity by reason of a real estate commission due by the indemnifying party in
connection with the purchase and sale contemplated under this Contract.
7. Escrow D osit. For the purpose of securing the performance of Purchaser under the
terms and provisions of this Contract, Purchaser has delivered in escrow to Title Company the sum
of Three Thousand Five Hundred and No/100 Dollars ($3,500.00) ("Escrow Deposit"). At the
Closing, the Escrow Deposit shall be paid over to Seller and applied to the Total Consideration,
provided, however, that in the event the Purchaser terminates this Contract in accordance with
Section 4 of this Contract, then the Escrow Deposit shall be forthwith returned by the Title Company
to Purchaser, and the parties shall have no further obligation or liabilities one to the other.
8. Remedies. If Seller shall fail to consummate this Contract for any reason, except
Purchaser's default, Purchaser may enforce specific performance of this Contract. If Purchaser shall
fail to consummate this Contract for any reason, except Seller's default, Seller shall have the right to
have the Escrow Deposit paid to Seller as liquidated damages for the breach of this Contract or
enforce specific performance of this Contract. If this Contract is litigated in any court whether for a
declaration of the parties' rights hereunder or for damages or equitable relief based on a breach of this
Contract by either party or otherwise, the parties hereby agree that the prevailing party shall be
entitled to recover its costs of court and reasonable attorneys' fees from the other party.
9. Assignment of Contract. This Contract may not be assigned without the express
written consent of Seller.
10. Modification of this Agreement. This Contract may not be modified or amended
except by a subsequent agreement in writing signed by the Seller and the Purchaser. The Purchaser
and Seller may waive any of the conditions contained herein or any of the obligations of the other
party hereunder, but any such waiver will be effective only if in writing and signed by the party
waiving such condition or obligation.
11. Binding Effect. This Contract will be binding upon and inure to the benefit of the
parties hereto and their respective successors, legal representatives and assigns.
12. Entire AU ement. This Contract and Exhibits "A". `B" and "C" attached hereto
constitute the entire agreement and understanding between the parties and supersedes all prior and
contemporaneous agreements and understandings of the parties in connection therewith. No
CONTRACT OF SALE
Page 4
statements, agreements, understandings, representations, warranties or conditions not expressed in
this Contract will be binding upon the parties hereto, or will be effective to interpret, change or
restrict the provisions of this Contract unless such is in writing signed by both parties hereto and by
reference made a part hereof subsequent to the Effective Date.
13. Governing Law. This Contract will be construed and interpreted in accordance with
the laws of the State of Texas and venue for any legal proceedings instituted regarding this Contract
will be in Williamson County, Texas.
14. Ca tions. The captions in this Contract are inserted for convenience of reference only
and in no way define, describe or limit the scope or intent of this Contract or any provisions hereof.
15. Time Of The Essence. Time is of the essence of the performance of Seller's and
Purchaser's obligations hereunder.
16. Gender and Number. Words of any gender used in this Contract will be construed to
include the other gender and words in the singular number will be construed to include the plural,
and vice versa, as the context may require herein.
17. Subdivision Requirement. Purchaser agrees that if and when Seller is required to
replat any property owned within the Original Town Round Rock Subdivision, in accordance with
the City of Round Rock's Code of Ordinances, Purchaser shall pay the costs for such replat.
Notwithstanding anything in this contract to the contrary, Purchaser's obligation' pursuant to this
paragraph, regarding the cost of any replat on Seller's remainder property, shall survive the Closing
contemplated herein.
18. Release From Lien. The parties hereto acknowledge that the Property is subject to
certain liens created by the Oncor Electric Delivery Company Utility Security Instrument File No. 83
281286, dated as of December 1, 1983 to The Bank ofNew York, formerly Irving Trust Company, as
Trustee, and Utility Security Instrument File No. 02 0028304201, dated as of May 1, 2002 to The
Bank of New York as Trustee. Seller agrees to use commercially reasonable efforts to obtain and
furnish Purchaser with a release of such lien(s) on or before the Closing. If Seller is unable to obtain
and furnish Purchaser with such release on or before the Closing, this Contract shall terminate, the
Escrow Deposit shall be returned to Purchaser and the parties shall have no further obligations or
liabilities one to the other.
19. Management Approval. Seller's obligations under this Contract are subject to
approval by its executive management prior to Closing, such approval to be obtained within thirty
(30) days after the Effective Date of this Contract. Seller may terminate this Contract within such 30 -
day period if it fails to obtain approval of its executive management, by giving written notice of such
event to Purchaser prior to the expiration of such 30 -day period.
20. Expiration of Offer. The execution of this Contract by the first party to do so constitutes
an offer to purchase or sell the Property. Unless within 30 days from the date of execution of this
CONTRACT OF SALE
Paye 5
Contract by the first party, this Contract is accepted by the other party and a fully executed copy is
delivered to the first party, the offer of this Contract shall be automatically revoked and terminated, and
the Escrow Deposit, if any, shall be returned to Purchaser.
21. Effective Date. This Contract shall be effective as of the date a fully executed
original of this Contract (or original counterparts of this Contract) together with the Escrow Deposit
are delivered to the Title Company ("Effective Date').
This instrument has been executed in multiple originals effective as of the day of
200 . Title Company to fill in the date when the fully
executed Contract and the Escrow Deposit are delivered to the Title Company.
ATTEST:
Christine R. Martinez, City Secretary
SELLER:
ONCOR ELECTRIC DELIVERY COMPANY,
a Texas Corporation
By:_
Name:
Title:
PURCHASER:
CITY OF ROUND ROCK
Nyle Maxwell, Mayor
The Title Company has joined herein for the purposes of (i) acknowledging unto Seller and
Purchaser that it has received the Escrow Deposit required hereunder, which Title Company has
deposited in an interest-bearing account, (ii) acknowledging receipt of this Contract executed by
Seller and Purchaser and (iii) evidencing its agreement to act as the Title Company for both
Purchaser and Seller in accordance with the terms of this Contract.
TITLE COMPANY:
ALAMO TITLE COMPANY
By: _
Name:
Title:
CONTRACT OF SALE
Pago 6
EXHIBIT "A"
PROPERTY DESCRIPTION
CONTRACT OF SALE
Paye 7
EXHIBIT "B"
SITE PLAN FOR PARKING LOT MODIFICATIONS
CONTRACT OF SALE
Paga i
EXHIBIT "C"
CERTIFICATE OF SURVEYOR
This undersigned,
State of Texas, herby certifies to
2003 (No.
_, a Registered Land Surveyor in the
, with respect to the survey dated as of
„ to which this Certificate is oris to be
attached: That all bounds and measurements shown are correct and complete; that the survey
contains a complete, legal description of the subject premises; that all existing buildings, structures,
improvements, pads, boundary lines, recorded and apparent easements, adjoining streets and alleys,
exists, entrances, parking lots, curb cuts, street and highway reservations and dedications, and utility
connections affecting the subject premises are accurately shown and located, with their boundaries,
and identified with any applicable recording data; that there are no encroachments affecting the
subject premises or identified easements by improvements on the subject premises or adjoining
property lines other than as shown; that all utilities leading to and serving the subject premises are
within public rights-of-way or public or private recorded utility easements; that the boundaries of any
floodplain or similar flood hazard area (as defined by local, county, state or federal governments or
their agencies) are accurately shown; that the existing buildings and improvements do not violate any
current zoning ordinances or any covenants or restrictions of record; that the square footage of the
land and all existing buildings are accurately set forth on the survey; and that the survey meets all of
the requirements of Category I of the specifications of the Texas Surveyors Association.
Dated this
day of , 2003.
REGISTERED LAND SURVEYOR
CONTRACT OF SALE
88874.000498 DALLAS 68030v3
Page f
PSE
ROUND ROCK AVE
MSN PSE
7
N
N�
206 W. Bagdad
O�
2
Np
GOPO PSE
gP
v
N
L
T��]
& Fire Station No. Two o �ROUNDRM, TIXAS
r,,�wrou. �wsswn. rm�srcn�n
DATE: January 2, 2004
SUBJECT: City Council Meeting - January 8, 2004
ITEM: 7.G.2. Consider a resolution authorizing the Mayor to execute a
Contract of Sale with Oncor Electric Delivery Company for
the purchase of property located at 206 West Bagdad
Avenue for the new downtown Fire Station #2.
Resource: Tom Word, Chief of Public Works Operations
Larry Madsen, Construction Manager
History: Council approved making an offer to Oncor at December 19th, 2002.
Negotiations have been ongoing since that time over issues of price
and parking for the remaining Oncor building on West Main Street.
Oncor has countered with a price of $190,797.00. Staff feels that
this is a fair price due to the Broker's Price Opinion received. This
property is being purchased to build a new downtown Fire Station
(FS#2).
Funding:
Cost: $190,797.00
Source of funds: Capital Project Funds (GO Bonds 2001)
Outside Resources: Oncor Electric Delivery Company
Summit Commercial Industries Properties, Inc.
Impact/Benefit: Provides new location for Fire Station #2, which will replace
the old building that will need to be removed for future
development for the Municipal Office Complex.
Public Comment: N/A
Sponsor: N/A
EXECUTED
DOCUMENT
FOLLOWS
CONTRACT OF SALE
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
KNOW ALL MEN BY THESE PRESENTS:
That this CONTRACT OF SALE ("Contract") is made by and between ONCOR
ELECTRIC DELIVERY COMPANY, a Texas corporation (hereinafter referred to as "Seller"),
and the CITY OF ROUND ROCK, a home -rule and municipal corporation (hereinafter referred to
as "Purchaser"), upon the terms and conditions set forth herein.
1. Purchase and Sale. Seller hereby sells and agrees to convey, and Purchaser hereby
purchases and agrees to pay for, the land and improvements situated in the City of Round Rock,
Texas and being located at 206 West Bagdad Avenue, Lots 1-5, Block 7, Original Town Round
Rock, Williamson County (hereinafter referred to as "Property") as shown on Exhibit "A" attached
hereto and incorporated herein for all purposes, and to be more particularly described and identified
by an on the ground survey pursuant to Section 3(a) below, for the consideration and upon and
subject to the terms, provisions, and conditions hereinafter set forth.
2. Consideration.
(a) Seller agrees to accept and Purchaser agrees to pay as consideration for the
sale of the Property a total sum equal to One Hundred Seventy Thousand Five Hundred and
No/100 Dollars ($170,500.00); and
(b) the parties agree that by conveying the Property herein Seller is losing
required parking spaces for its business on Seller's remaining land, and therefore Purchaser
agrees to pay to Seller the further consideration of Twenty Thousand Two Hundred Ninety
seven and No/100 Dollars ($20,297.00) for the construction of new parking spaces on
Seller's remaining land, as shown on Exhibit `B", which will be paid in cash at the Closing,
as hereinafter defined ("Total Consideration").
3. Survey and Title Binder.
(a) Within thirty (30) days after the Effective Date, as hereinafter defined,
Purchaser shall, at Purchaser's expense, deliver or cause to be delivered to Seller a copy of a
current on -the -ground survey ("Survey") of the Property made by a duly licensed surveyor
reasonably acceptable to the Seller. The Survey shall be in a form acceptable to Alamo Title
Company, 1717 IH -35 North, Suite 150, Round Rock, Texas 78664 ("Title Company") in
order to allow the Title Company to delete the survey exception (except as to "shortages in
area") from the Texas Owner's Policy of Title Insurance ("Title Policy") to be issued by the
Title Company and shall be certified by the surveyor in a form substantially similar to the
CONTRACT OF SALE
Page 1
j�- CLI - 01 - OR -76?
certificate attached hereto as Exhibit "C". The Survey shall: (a) identify the Property by
metes and bounds or platted lot description; (b) show that the survey was made and staked on
the ground with corners permanently marked; (c) set forth the dimensions and total area of
the Property; (d) show the location of all improvements, highways, streets, roads, railroads,
rivers, creeks or other waterways, fences, easements and rights-of-way on the Property with
all easements and rights-of-way referenced to their recording information; (e) show any
discrepancies or conflicts in boundaries, any visible encroachments, and any portion of the
Property lying within the 100 -year floodplain as shown on the current Federal Emergency
Management Agency map.
(b) Within thirty (30) days from the Effective Date, Seller shall, at Purchaser's
expense, deliver or cause to be delivered to Purchaser:
(1) A title commitment ("Title Binder") covering the Property binding the
Title Company to issue the Title Policy on the standard form of policy
prescribed by the Texas State Board of Insurance at the Closing in the full
amount of the Total Consideration, and
(2) True, correct, and legible copies of any and all instruments referred to
in the Title Binder as constituting exceptions or restrictions upon the title of
Seller, except copies of the instruments evidencing the Mortgage and Deed of
Trust identified in Section 18 hereof, which shall be required to be released
on or before Closing, may be omitted.
4. Approval Period and Title.
(a) Purchaser shall have ten (10) days after the receipt of the Survey and Title
Binder to review them and to deliver in writing to Seller such objections as Purchaser may
have to any exception or title defect contained in them. Any liens or security interests
securing indebtedness shall be deemed unacceptable notwithstanding Purchaser's failure to
object to all such matters as aforesaid. Any item to which Purchaser shall not object shall be
deemed a "Permitted Exception". If there are objections by Purchaser, Seller shall in good
faith attempt to cure such objections within ten (10) days prior to the Closing Date, except
the Mortgage and Deed of Trust identified in Section 18 hereof, which shall be required to be
released on or before Closing, but Seller shall not be required to incur any cost to do so. If
Seller delivers written notice to Purchaser that Seller shall not, or is unable to, have such
objected to exceptions removed from the Title Commitment or endorsed or otherwise cured
in a manner reasonably satisfactory to Purchaser, Purchaser shall within ten (10) days of its
receipt of such notice either (i) in writing, waive such objections and agree to accept title to
the Property subject to the Permitted Exceptions and to such uncured objections which shall
then be deemed to be Permitted Exceptions or (ii) terminate this Contract by written notice to
Seller and receive a return of the Escrow Deposit, as hereinafter defined. Zoning ordinances
and the lien for current taxes shall be deemed to be Permitted Exceptions.
CONTRACT OF SALE
Page 2
(b) Seller represents and warrants to Purchaser that at the Closing Seller will have
and will convey to Purchaser good title to the Property free and clear of any and all
encumbrances except the Permitted Exceptions and such exceptions which Purchaser waives
in accordance with the foregoing paragraph. Delivery of an updated Title Binder to enable
Purchaser to obtain a Title Policy pursuant to Section 5 of this Contract shall be deemed to
fulfill all duties of Seller as to sufficiency of title required hereunder; provided however,
Seller shall not thereby be released from the warranties of Seller's deed.
5. Closing. The closing of the transaction contemplated by this Contract ("Closing")
shall be held at the office of the Title Company on or before 60 days after the Effective Date herein,
or at such time, date and place as Seller and Purchaser may agree upon, whichever is later, but in no
event later than 90 days after the Effective Date unless agreed upon in writing by both Purchaser and
Seller pursuant to Section 10 below ("Closing Date"). At the Closing the following shall occur:
(a) Seller shall deliver to Purchaser a duly executed and acknowledged Special
Warranty Deed in a form acceptable to Seller, Purchaser and Title Company conveying good
title in fee simple to all of the Property, free and clear of any and all encumbrances except for
the Permitted Exceptions.
(b) If Purchaser elects, it shall cause the Title Company to deliver a Texas
Owner's Title Policy, at Purchaser's sole expense, issued by or through the Title Company,
in Purchaser's favor for the full amount of the Total Consideration, insuring Purchaser's fee
simple title to the Property subject to the Permitted Exceptions and the standard printed
exceptions contained in the usual form of Texas Owner's Title Policy, provided, however:
(i) If Purchaser elects to pay the additional title insurance premium, the
standard exception concerning discrepancies or conflicts in boundary
lines shall be deleted (except for "shortages in area"); and
(ii) 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."
(c) At the Closing Purchaser will pay cause the balance of the Total
Consideration, after giving credit for the Escrow Deposit, to be wire transferred to or as
directed by Seller.
(d) Upon the completion of the deliveries specified in (a) — (c) above, the Title
Company shall be authorized to cause the appropriate closing documents to be immediately
recorded in the appropriate records of the county where the Property is located.
(e) All taxes, general and special and all assessments, including state, county,
school, municipal, and all other taxes whatsoever (exclusive of rebates, penalties or interest)
in connection with the Property will be prorated at Closing with an effective proration date
being as of the Closing Date. Taxes for previous years will be paid by Seller.
CONTRACT OF SALE
Page 3
(fl Each party hereto shall pay its share of the closing costs that are normally
assessed by the Title Company against a seller or purchaser in a transaction of this character
in the county where the Property is located.
6. Real Estate Commission. Seller and Purchaser hereby agree that they will at all times
hereafter indemnify and hold harmless one another and their successors and assigns, from and
against any and all claims, losses, costs, expenses, liabilities and/or damages, including reasonable
attomeys' fees, which the other, its successors or assigns, may hereafter incur, suffer or be required to
pay to any individual or entity by reason of a real estate commission due by the indemnifying party in
connection with the purchase and sale contemplated under this Contract.
7. Escrow Deposit. For the purpose of securing the performance of Purchaser under the
terms and provisions of this Contract, Purchaser has delivered in escrow to Title Company the sum
of Three Thousand Five Hundred and No/100 Dollars ($3,500.00) ("Escrow Deposit"). At the
Closing, the Escrow Deposit shall be paid over to Seller and applied to the Total Consideration,
provided, however, that in the event the Purchaser terminates this Contract in accordance with
Section 4 of this Contract, then the Escrow Deposit shall be forthwith returned by the Title Company
to Purchaser, and the parties shall have no further obligation or liabilities one to the other.
8. Remedies. If Seller shall fail to consummate this Contract for any reason, except
Purchaser's default, Purchaser may enforce specific performance of this Contract. If Purchaser shall
fail to consummate this Contract for any reason, except Seller's default, Seller shall have the right to
have the Escrow Deposit paid to Seller as liquidated damages for the breach of this Contract or
enforce specific performance of this Contract. If this Contract is litigated in any court whether for a
declaration of the parties' rights hereunder or for damages or equitable relief based on a breach of this
Contract by either party or otherwise, the parties hereby agree that the prevailing party shall be
entitled to recover its costs of court and reasonable attorneys' fees from the other party.
9. AssiRnment of Contract. This Contract may not be assigned without the express
written consent of Seller.
10. Modification of this Agreement. This Contract may not be modified or amended
except by a subsequent agreement in writing signed by the Seller and the Purchaser. The Purchaser
and Seller may waive any of the conditions contained herein or any of the obligations of the other
party hereunder, but any such waiver will be effective only if in writing and signed by the party
waiving such condition or obligation.
11. Binding Effect. This Contract will be binding upon and inure to the benefit of the
parties hereto and their respective successors, legal representatives and assigns.
12. Entire Agreement. This Contract and Exhibits "A", `B" and "C" attached hereto
constitute the entire agreement and understanding between the parties and supersedes all prior and
contemporaneous agreements and understandings of the parties in connection therewith. No
CONTRACT OF SALE
Page 4
statements, agreements, understandings, representations, warranties or conditions not expressed in
this Contract will be binding upon the parties hereto, or will be effective to interpret, change or
restrict the provisions of this Contract unless such is in writing signed by both parties hereto and by
reference made a part hereof subsequent to the Effective Date.
13. Governing Law. This Contract will be construed and interpreted in accordance with
the laws of the State of Texas and venue for any legal proceedings instituted regarding this Contract
will be in Williamson County, Texas.
14. Captions. The captions in this Contract are inserted for convenience of reference only
and in no way define, describe or limit the scope or intent of this Contract or any provisions hereof.
15. Time Of The Essence. Time is of the essence of the performance of Seller's and
Purchaser's obligations hereunder.
16. Gender and Number. Words of any gender used in this Contract will be construed to
include the other gender and words in the singular number will be construed to include the plural,
and vice versa, as the context may require herein.
17. Subdivision Requirement. Purchaser agrees that if and when Seller is required to
replat any property owned within the Original Town Round Rock Subdivision, in accordance with
the City of Round Rock's Code of Ordinances, Purchaser shall pay the costs for such replat.
Notwithstanding anything in this contract to the contrary, Purchaser's obligation' pursuant to this
paragraph, regarding the cost of any replat on Seller's remainder property, shall survive the Closing
contemplated herein.
18. Release From Lien. The parties hereto acknowledge that the Property is subject to
certain liens created by the Oncor Electric Delivery Company Utility Security Instrument File No. 83
281286, dated as of December 1, 1983 to The Bank of New York, formerly Irving Trust Company, as
Trustee, and Utility Security Instrument File No. 02 0028304201, dated as of May 1, 2002 to The
Bank of New York as Trustee. Seller agrees to use commercially reasonable efforts to obtain and
furnish Purchaser with a release of such lien(s) on or before the Closing. If Seller is unable to obtain
and furnish Purchaser with such release on or before the Closing, this Contract shall terminate, the
Escrow Deposit shall be returned to Purchaser and the parties shall have no further obligations or
liabilities one to the other.
19. Management Approval. Seller's obligations under this Contract are subject to
approval by its executive management prior to Closing, such approval to be obtained within thirty
(30) days after the Effective Date of this Contract. Seller may terminate this Contract within such 30 -
day period if it fails to obtain approval of its executive management, by giving written notice of such
event to Purchaser prior to the expiration of such 30 -day period.
20. Expiration of Offer. The execution of this Contract by the first party to do so constitutes
an offer to purchase or sell the Property. Unless within 30 days from the date of execution of this
CONTRACT OF SALE
Pag* S
Contract by the first parry, this Contract is accepted by the other party and a fully executed copy is
delivered to the first party, the offer of this Contract shall be automatically revoked and terminated, and
the Escrow Deposit, if any, shall be returned to Purchaser.
21. Effective Date. This Contract shall be effective as of the date a fully executed
original of this Contract (or original counterparts of this Contract) together with the Escrow Deposit
are delivered to the Title Company ("Effective Date").
instrumt as been executed in mIltiple originals effective as of the Z U_day of
y7-- , 20 Title Company to fill in the date when the fully
executed Contract and the Escrow Deposit are delivered to the Title Company.
SELLER:
ONCOR ELECTRIC DELIVERY COMPANY,
a Texas Corporation
Name: Z .,,e
'i
Title:
PURCHASER:
ATTEST: CITY O O ND Q
By:
Christine R. Martinez, City Secret e M well, Mayor
The Title Company has joined herein for the purposes of (i) acknowledging unto Seller and
Purchaser that it has received the Escrow Deposit required hereunder, which Title Company has
deposited in an interest-bearing account, (ii) acknowledging receipt of this Contract executed by
Seller and Purchaser and (iii) evidencing its agreement to act as the Title Company for both
Purchaser and Seller in accordance with the terms of this Contract.
TITLE COMPANY:
AL MO TITLE CO PANY
By:,
Name:
Title:
CONTRACT OF SALE
Page 6
EXHIBIT
Page 7
of
PARI W LAYOUT PROPOSED er cntt
OF R(AM Roar 10/30/03
AM DrEMON5 t COMMONS TO 6E
8Y PLAT 49 M TW FRA
Ci 10 art RE40Y_
Scale: 1 "=20'
wz1v VW-Ga-murr 1,
413F
I m Site Plan- Round Rock Bus. ofc. +:CH °RAMNO NO.
TXU BUSINESS SERMCES Parking Lot ModificationsProject :4203 Exhibit
M-WC;N ac CONS11RUCTION
O.IA.IL TDva'MM-3411 "B"
Page 8
EXHIBIT "C"
CERTIFICATE OF SURVEYOR
This undersigned,
State of Texas, herby certifies to
2003 (No.
_, a Registered Land Surveyor in the
, with respect to the survey dated as of
„ to which this Certificate is or is to be
attached: That all bounds and measurements shown are correct and complete; that the survey
contains a complete, legal description of the subject premises; that all existing buildings, structures,
improvements, pads, boundary lines, recorded and apparent easements, adjoining streets and alleys,
exists, entrances, parking lots, curb cuts, street and highway reservations and dedications, and utility
connections affecting the subject premises are accurately shown and located, with their boundaries,
and identified with any applicable recording data; that there are no encroachments affecting the
subject premises or identified easements by improvements on the subject premises or adjoining
property lines other than as shown; that all utilities leading to and serving the subject premises are
within public rights-of-way or public or private recorded utility easements; that the boundaries of any
floodplain or similar flood hazard area (as defined by local, county, state or federal governments or
their agencies) are accurately shown; that the existing buildings and improvements do not violate any
current zoning ordinances or any covenants or restrictions of record; that the square footage of the
land and all existing buildings are accurately set forth on the survey; and that the survey meets all of
the requirements of Category IA of the specifications of the Texas Surveyors Association.
Dated this day of , 2003.
REGISTERED LAND SURVEYOR
CONTRACT OF SALE
88874.000498 DALLAS 68030v3
Page 9