R-13-04-11-G2 - 4/11/2013RESOLUTION NO. R -13-04-11-G2
WHEREAS, the City desires to purchase a tract of land containing 40,903 square feet, more or
less, located at 2 Chisholm Trail, and
WHEREAS, Rhode & Martino Ventures, LLC, 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 Rhode & Martino Ventures, LLC, 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 11th day of April, 2013.
om'l
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:�n,�n,
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SARA L. WHITE, City Clerk
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EXHIBIT
"All
REAL ESTATE CONTRACT
State of Texas §
County of Williamson §
THIS CONTRACT OF SALE ("Contract") is made by and between RHODE &
MARTINO VENTURES, LLC, a Texas Limited Liability Company (referred to in this Contract
as "Seller") and the CITY OF ROUND ROCK, a Texas Home Rule City with offices located at
221 E. Main St. Round Rock, Texas 78664, (referred to in this Contract as "Purchaser"), upon
the terms and conditions set forth in this Contract.
ARTICLE I
PURCHASE AND SALE
1.01 By this Contract, Seller sells and agrees to convey, and Purchaser purchases and
agrees to pay for all of Sellers interest in a tract of land situated in Williamson County,
Texas, containing 40,903 square feet, more or less and being more particularly described
in Exhibit "A" attached hereto and incorporated herein for all purposes; 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 owned by
Seller situated on and attached to the Property, for the consideration and upon and subject
to the terms, provisions, and conditions set forth below.
ARTICLE II
PURCHASE PRICE
Amount of Purchase Price
2.01 The purchase price for the Property shall be the sum of Two Hundred Twenty -
Four Thousand Five Hundred and no/100 DOLLARS ($224,500.00).
Payment of Purchase Price
2.02 The Purchase Price shall be paid 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 transaction
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).
270707
Preliminary Title Commitment
3.02 Within twenty-one (21) days after the date of execution of this Contract, Seller, at
Seller's sole cost and expense, will obtain from Georgetown Title Company, whose
offices are located at 1717 N. Mays Street, Round Rock, Texas 78664 (the "Title
Company") a preliminary title report (the "Title Commitment") accompanied by copies
of all recorded documents relating to easements, rights-of-way, etc., affecting the
Property. Purchaser will give Seller written notice on or before the expiration of ten (10)
days after Purchaser receives the Title Commitment that the condition of title as set forth
in the Title Commitment is or is not satisfactory. In the event that Purchaser states that
the condition is not satisfactory, Seller may undertake to eliminate or modify all
unacceptable matters to the reasonable satisfaction of Purchaser at or prior to Closing. In
the event Seller is unable or unwilling to do so, this Contract shall thereupon be null and
void for all purposes and the Escrow Deposit shall be forthwith returned by the Title
Company to Purchaser.
Survey
3.03 Within thirty (30) days from the date hereof, Seller, at Seller's sole cost and
expense, shall cause to be delivered to Purchaser a current plat or survey of the Property,
prepared by a duly licensed Texas land surveyor selected by Purchaser. The survey shall
be staked on the ground, and the plat shall show the location of all improvements,
highways, streets, roads, railroads, rivers, creeks, or other water courses, fences,
easements, and rights-of-way on or adjacent to the Property, if any, and shall contain the
surveyor's certification addressed to Seller and Purchaser that there are no
encroachments on the property and shall set forth the number of total square feet
comprising the Property, together with a metes and bounds description thereof.
3,04 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
4.01 The closing shall be held at the Title Company on or before the earlier of June 3,
2012 or the forty-fifth (45Th) day after the date of execution of this Contract, or at such
tirne, date, and place as Seller and Purchaser may agree upon (which date is herein
referred to as the "closing date").
Seller's Obligations
4.02 At the closing Seller shall:
(a) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed
conveying good and indefeasible title in fee simple to all of Seller's interest in the
2
Property, free and clear of any and all liens, encumbrances, conditions,
easements, assessments, and restrictions, except for the following:
(i) General real estate taxes for the year of closing and subsequent years not
yet due and payable;
(ii) Any exceptions approved by Purchaser pursuant to Article III hereof and
as set forth in Exhibit "B"; and
(iii) Any exceptions approved by Purchaser in writing.
(b) Deliver to Purchaser a Texas Owner's Title Policy at Seller's sole expense, issued
by Title Company, 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 above, 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.
{c) Deliver to Purchaser possession of the Property.
Purchaser's Obligations
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.
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:
Owner's Title Policy paid by Seller;
Survey paid by Seller;
Filing fees for deed paid by Purchaser;
Filing fees for release(s) paid by Seiler;
Title curative matters, if any, paid by Seller;
Attorney's fees paid by each respectively.
ARTICLE V
REPRESENTATIONS OF SELLER
5.01 Seller represents and warrants to Buyer, based solely on the actual current
knowledge of Seller as of the closing date, as follows:
(a) There are no parties in possession of any portion of the Property as lessees,
tenants at sufferance, or trespassers;
(b) Seller has complied with all applicable laws, ordinances, regulations, and
restrictions relating to the Property, or any part of it;
(c) Seller is not aware of any material physical defects to the Property;
(d) Seller is not aware of any environmental hazards or conditions that affect the
Property;
(e) Seller is informed that there may have been oil and/or gas well drilled on the
Property;
(e) Seller is not aware that the Property is or has ever been used for the storage or
disposal of hazardous materials or toxic waste, or any underground tanks or
containers; and
(f) Seller is not aware that radon, asbestos insulation or fireproofing, urea
formaldehyde foam insulation, lead based paint or other pollutants or
contaminants of any nature now exist or have ever existed on the Property.
ARTICLE VI
REAL ESTATE COMMISSIONS
6.01 No broker has been involved in the negotiation and consummation of this
Contract.
6.02 All real estate commissions will be the sole responsibility of Seller, and Seller
agrees to indemnify and hold harmless Buyer from any claims for these commissions.
ARTICLE VII
ESCROW DEPOSIT
7.01 For the purpose of securing the performance of Purchaser under the terms and
provisions of this Contract, Purchaser has delivered to Title Company, the sum of One
Thousand Dollars ($1,000.00), 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
9
its obligations set forth in Article III have not been met, or, in the opinion of Purchaser,
cannot be satisfied, in the manner and as provided for in Article 111, then the Escrow
Deposit shall be forthwith returned by the Title Company to Purchaser.
ARTICLE VIII
BREACH BY SELLER
8.01 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: (I) enforce specific performance of this Contract; or
(2) terminate this Contract and request that the Escrow Deposit shall be forthwith
returned by the Title Company to Purchaser.
ARTICLE IX
BREACH BY PURCHASER
9.01 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 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 X
MISCELLANEOUS
Assignment of Contract
10.01 This Contract may not be assigned without the express written consent of Seller.
Survival of Covenants
10.02 Except for the warranties contained in the Deed from Seller to Purchaser, any of
the representations, warrantics, covenants, and agreements of the parties, as well as any
rights and benefits of the parties shall not survive the closing and shall be merged therein.
Notice
10.03 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
10.04 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
10.05 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
10.06 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 this
Contract shall be construed as if the invalid, illegal, or unenforceable provision had never
been contained herein.
Prior Agreements Superseded
10.07 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
10.08 Time is of the essence in this Contract.
Gender
10.09 , 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.
Threat of Condemnation
10.10 The parties hereto acknowledge that this Contract and the conveyance
contemplated herein are made in lieu of condemnation.
Dated this 2 U day of MCArc r )2013.
0
Attest:
Sara White, City Clerk
SELLER:
RHODE & MARTINO.VYNTURES, LLC
its Managing Member
PURCHASER:
CITY OF ROUND ROCK, TEXAS
By:
Alan McGraw, Mayor
221 E. Main Street
Round Rock, Texas 78664
For City, Approved as to Form:
Stephan L. Sheets, City Attorney
RECEIPT
Receipt of copy of Contract and $1,000 Earnest Money in the form of a municipal
government check is acknowledged.
Date:
Georgetown Title Company
1717 N. Mays St.
Round Rock, Texas 78664
By:
,Escrow Agent
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EXHIBIT
"All
IN RE
19
City of Round Rock
'ROUND ROCK TEXAS
PUMPOSE. PA410H PROSPERITY
Agenda Item Summary
Agenda Number: G.2
Title: Consider a resolution authorizing the Mayor to execute a Real Estate
Contract with Rhode & Martino Ventures, LLC for the purchase of property
located at 2 Chisholm Trail.
Type: Resolution
Governing Body: City Council
Agenda Date: 4/11/2013
Dept Director: Cheryl Delaney, Finance Director
Cost: $224,500.00
Indexes: General Self -Financed Construction
Attachments: Resolution, Exhibit "A"
Text of Legislative File 13-166
This contract is for the purchase of property located at 2 Chisholm Trail for $224,500. The property
is located next to the bathing beach site and is across from the City's historic Round Rock. This
additional land purchase allows for further enhancements to the bathing beach comprehensive plan.
Also included on this property is 338 square foot historic building. The bathing beach project is
incorporated into City Council's strategy goal 5: Great Community to live.
Staff recommends approval.
City of Round Rock Page 1 Printed on 41512013
REAL ESTATE CONTRACT
State of Texas §
County of Williamson §
THIS CONTRACT OF SALE ("Contract") is made by and between RHODE &
MARTINO VENTURES, LLC, a Texas Limited Liability Company (referred to in this Contract
as "Seller") and the CITY OF ROUND ROCK, a Texas Home Rule City with offices located at
221 E. Main St. Round Rock, Texas 78664, (referred to in this Contract as "Purchaser"), upon
the terms and conditions set forth in this Contract.
ARTICLE I
PURCHASE AND SALE
1.01 By this Contract, Seller sells and agrees to convey, and Purchaser purchases and
agrees to pay for all of Seller's interest in a tract of land situated in Williamson County,
Texas, containing 40,903 square feet, more or less and being more particularly described
in Exhibit "A" attached hereto and incorporated herein for all purposes; 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 owned by
Seller situated on and attached to the Property, for the consideration and upon and subject
to the terms, provisions, and conditions set forth below.
ARTICLE II
PURCHASE PRICE
Amount of Purchase Price
2.01 The purchase price for the Property shall be the sum of Two Hundred Twenty -
Four Thousand Five Hundred and no/100 DOLLARS ($224,500.00).
Payment of Purchase Price
2.02 The Purchase Price shall be paid 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 transaction
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).
270707
Preliminary Title Commitment
3.02 Within twenty-one (2 1) days after the date of execution of this Contract, Seller, at
Seller's sole cost and expense, will obtain from Georgetown Title Company, whose
offices are located at 1717 N. Mays Street, Round Rock, Texas 78664 (the "Title
Company") a preliminary title report (the "Title Commitment") accompanied by copies
of all recorded documents relating to easements, rights-of-way, etc., affecting the
Property. Purchaser will give Seller written notice on or before the expiration of ten (10)
days after Purchaser receives the Title Commitment that the condition of title as set forth
in the Title Commitment is or is not satisfactory. In the event that Purchaser states that
the condition is not satisfactory, Seller may undertake to eliminate or modify all
unacceptable matters to the reasonable satisfaction of Purchaser at or prior to Closing. In
the event Seller is unable or unwilling to do so, this Contract shall thereupon be null and
void for all purposes and the Escrow Deposit shall be forthwith returned by the Title
Company to Purchaser.
Survey
3.03 Within thirty (30) days from the date hereof, Seller, at Seller's sole cost and
expense, shall cause to be delivered to Purchaser a current plat or survey of the Property,
prepared by a duly licensed Texas land surveyor selected by Purchaser. The survey shall
be staked on the ground, and the plat shall show the location of all improvements,
highways, streets, roads, railroads, rivers, creeks, or other water courses, fences,
easements, and rights-of-way on or adjacent to the Property, if any, and shall contain the
surveyor's certification addressed to Seller and Purchaser that there are no
encroachments on the property and shall set forth the number of total square feet
comprising the Property, together with a metes and bounds description thereof.
3.04 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
4.01 The closing shall be held at the Title Company on or before the earlier of June 3,
2012 or the forty-fifth (45th) day after the date of execution of this Contract, 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
4.02 At the closing Seller shall:
(a) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed
conveying good and indefeasible title in fee simple to all of Seller's interest in the
2
Property, free and clear of any and all liens, encumbrances, conditions,
easements, assessments, and restrictions, except for the following:
(i) General real estate taxes for the year of closing and subsequent years not
yet due and payable;
(ii) Any exceptions approved by Purchaser pursuant to Article III hereof and
as set forth in Exhibit `B"; and
(iii) Any exceptions approved by Purchaser in writing.
(b) Deliver to Purchaser a Texas Owner's Title Policy at Seller's sole expense, issued
by Title Company, 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 above, 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.
(c) Deliver to Purchaser possession of the Property.
Purchaser's Obligations
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.
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:
Owner's Title Policy paid by Seller;
Survey paid by Seller;
Filing fees for deed paid by Purchaser;
Filing fees for release(s) paid by Seller;
Title curative matters, if any, paid by Seller;
Attorney's fees paid by each respectively.
3
ARTICLE V
REPRESENTATIONS OF SELLER
5.01 Seller represents and warrants to Buyer, based solely on the actual current
knowledge of Seller as of the closing date, as follows:
(a) There are no parties in possession of any portion of the Property as lessees,
tenants at sufferance, or trespassers;
(b) Seller has complied with all applicable laws, ordinances, regulations, and
restrictions relating to the Property, or any part of it;
(c) Seller is not aware of any material physical defects to the Property;
(d) Seller is not aware of any environmental hazards or conditions that affect the
Property;
(e) Seller is informed that there may have been oil and/or gas well drilled on the
Property;
(e) Seller is not aware that the Property is or has ever been used for the storage or
disposal of hazardous materials or toxic waste, or any underground tanks or
containers; and
(fl Seller is not aware that radon, asbestos insulation or fireproofing, urea
formaldehyde foam insulation, lead based paint or other pollutants or
contaminants of any nature now exist or have ever existed on the Property.
ARTICLE VI
REAL ESTATE COMMISSIONS
6.01 No broker has been involved in the negotiation and consummation of this
Contract.
6.02 All real estate commissions will be the sole responsibility of Seller, and Seller
agrees to indemnify and hold harmless Buyer from any claims for these commissions.
ARTICLE VII
ESCROW DEPOSIT
7.01 For the purpose of securing the performance of Purchaser under the terms and
provisions of this Contract, Purchaser has delivered to Title Company, the sum of One
Thousand Dollars ($1,000.00), 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
4
its obligations set forth in Article III 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 shall be forthwith returned by the Title Company to Purchaser.
ARTICLE VIII
BREACH BY SELLER
8.01 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) terminate this Contract and request that the Escrow Deposit shall be forthwith
returned by the Title Company to Purchaser.
ARTICLE IX
BREACH BY PURCHASER
9.01 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 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 X
MISCELLANEOUS
Assignment of Contract
10.01 This Contract may not be assigned without the express written consent of Seller.
Survival of Covenants
10.02 Except for the warranties contained in the Deed from Seller to Purchaser, any of
the representations, warranties, covenants, and agreements of the parties, as well as any
rights and benefits of the parties shall not survive the closing and shall be merged therein.
Notice
10.03 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
10.04 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
10.05 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
10.06 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 this
Contract shall be construed as if the invalid, illegal, or unenforceable provision had never
been contained herein.
Prior Agreements Superseded
10.07 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
10.08 Time is of the essence in this Contract.
Gender
10.09 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.
Threat of Condemnation
10.10 The parties hereto acknowledge that this Contract and the conveyance
contemplated herein are made in lieu of condemnation.
t�
Dated this 2 U day of March L , 2013.
PC
Attest:
SELLER:
RHODE & MARTINO.VT4RTURES, LLC
Rhode, its Managing Member
PURCHASER:
CITY OF ROUND ROCK, TEXAS
By: _arr7 /L,�
Alan McGraw, Mayor
221 E. Main Street
Round Rock, Texas 78664
For City, Approved as to Form:
Sara White, City Clerk Stephan L. Sheets, City Attorney
7
RECEIPT
Receipt of copy of Contract and $1,000 Earnest Money in the form of a municipal
government check is acknowledged.
Date:
Georgetown Title Company
1717 N. Mays St.
Round Rock, Texas 78664
By:
,Escrow Agent
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EXHIBIT
1115-11 Paul Hornsby and Company "A)1
19