R-06-06-22-10D3 - 6/22/2006R-Dlo-Olo-.?2-4003
RESOLUTION NO. 44-0642446-144433
WHEREAS, the City is the owner of a tract of land known as Lot
1, Block "F", of CRYSTAL PARK, an addition in and to the City of Round
Rock, Williamson County, Texas, and
WHEREAS, the City desires to sell the property and has duly
published notice for bids in a newspaper of general circulation in
Williamson County to sell the property, and
WHEREAS, Kelly Trade Center, LP. has submitted the best bid, 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 for Sale of Real Property with Kelly
Trade Center, L.P., for the sale of the above described property, a
copy of said 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 22nd day of June, 2006.
ALAN magRA , MayorP/20-7
City of Round Rock, Texas
r
CHRISTINE R. MARTINEZ Cit Secre
y y
@PFDesktop\:: ODMA/WORLDOX/O:/WDOX/RESOLUTI/R60622D3.WPD/SC
CONTRACT FOR SALE OF REAL PROPERTY
THIS CONTRACT OF SALE ("Contract") is between the CITY OF ROUND ROCK, a home rule
city, of 221 E. Main St., Round Rock, Texas (referred to in this Contract as "Seller") and
F(CL L'e 1 kbC C ,4[Purchaser's name],
b41 cm° Piare,-E $ [type of entity, e.g. individual, partnership, corporation, etc.]
Y350 Cx,41:4,'Ar tee, treet address 5 „:1- e. 3 a
[city]
C??I z [state],
(referred to in this Contract as "Purchaser"), on the terms set forth in this Contract.
ARTICLE I
PURCHASE AND SALE
1.01. Seller agrees to sell and to convey, and Purchaser agrees to purchase and to pay for, the tract of
land containing approximately 8.681 acres of land located in Williamson County, Texas, being more
particularly described as follows:
Lot 1, Block "F", of CRYSTAL PARK, an addition in and to the City of Round
Rock, Williamson County, Texas, according to the map or plat thereof, recorded in
Cabinet I, Slides 146-149 of the Plat Records of Williamson County, Texas.
This sale and purchase includes all rights and appurtenances pertaining to the property, together with
any improvements, fixtures, and personal property situated on and attached to the property.
The real property described above, and any rights or appurtenances are referred to in this Contract as
the "Property."
ARTICLE II
SALES PRICE
Amount and Payment of Sales Price
2.01. Purchaser agrees to pay to Seller the sum of 04e I I.," -�"e 1u J V and ^-0/100
Dollars ($j $" oo o), which will be payable in cash at closing.
97048
ARTICLE III
1
EXHIBIT
PURCHASER'S OBLIGATIONS
Conditions to Purchaser's Obligations
3.01. The Purchaser's obligations under this Contract are subject to the Seller complying with all of
the covenants, agreements, and conditions required by this Contract and the satisfaction in all
material respects of each of the following conditions (any of which may be waived in whole or in
part by Purchaser at or before the closing).
Preliminary Title Report
3.02. Seller, at Seller's expense, will obtain for the Purchaser from Georgetown Title Company, Inc.,
1717 N. Mays, Round Rock, Texas (the "Title Company") an owner's title policy. In that regard, a
preliminary title report (the "Title Report"), is attached hereto as Exhibit A, and has been reviewed
by Purchaser and found to be acceptable.
Within ten (10) days from the effective date of this Contract, Seller will obtain from the Title
Company an update of the Title Report ("Updated Title Report") If there are any changes from the
original Title Report, Purchaser will have ten (10) days after receipt of the Updated Title Report to
review and approve it. In the event that any portion of the Updated Title Report or the condition of
title as set forth therein is unacceptable to Purchaser, Purchaser must, within the 10-dayperiod, give
Seller written notice of this fact. In the event that Purchaser states that one or more conditions are not
acceptable, Seller may, at Seller's option, and without obligation, promptly undertake to eliminate or
modify all unacceptable matters to the reasonable satisfaction of Purchaser. In the event that Seller
chooses not or is unable to do so within ten (10) days after receipt of written notice, Purchaser may
terminate this Contract, and the Escrow Deposit (as hereinafter defined) will be returned by the Title
Company to Purchaser. Purchaser's failure to give Seller this written notice will be deemed to be
Purchaser's acceptance of the Updated Title Report.
Survey
3.03. Seller has provided Purchaser with a copy of a survey dated August 1, 2003 and prepared by
Baker-Aicklen & Associates, Inc., which Purchaser has reviewed and found to be acceptable.
Environmental Assessment
3.04. Seller has provided Purchaser with a Phase 1 Environmental Site Assessment for the Property
dated March, 2003 and prepared by Geomatrix Consultants, Inc.. Purchaser has reviewed and
approved of said Environmental Assessment Report.
ARTICLE IV
2
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser, as of the Closing Date (as hereinafter defined,) as
follows:
(1)
Parties in Possession. There are no parties in possession of any portion of the
Property as lessees, tenants at sufferance, or trespassers;
(2) Condemnation. There is no pending or threatened condemnation or similar
proceeding or assessment affecting the Property, or any part of it, nor to Seller's
current actual knowledge, without inquiry, is any proceeding or assessment
contemplated by any governmental authority;
(3)
Applicable Laws. Seller has not received any written notice that the Property is not in
compliance with all applicable laws, ordinances, regulations, and restrictions relating
to the Property, or any part of it;
(4) Environmental Condition. To Seller's current and actual knowledge, without inquire,
there has not been any violation of Environmental Laws related to the Real Property
or the presence or release (other than as permitted by law) of Hazardous Materials on
or from the Real Property except as disclosed in the environmental reports, studies,
and other information relating to the environmental condition of the Real Property
delivered by Seller to Purchaser or made available for Purchaser's review.
"Environmental Laws" means the Resource Conservation and Recovery Act and the
Comprehensive Environmental Response Compensation and Liability Act
("CERCLA") and other federal laws governing the environment as in effect on the
date of this Agreement together with their implementing regulations and guidelines
as of the date of this Agreement, and all state, regional, county, municipal and other
local laws, regulations, and ordinances that are equivalent or similar to the federal
laws recited above or that purport to regulate Hazardous Materials in effect as of the
date of this Agreement. "Hazardous Materials" means any substance which is (i)
designated, defined, classified, or regulated as a hazardous substance, hazardous
material, hazardous waste, pollutant, or contaminant under any Environmental Law,
in effect as of the date of this Agreement, (ii) petroleum hydrocarbon, including crude
oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) friable
asbestos, (vi) flammable explosives, (vii) infectious materials, or (viii) radioactive
materials.
(5)
Effect of Purchaser's Knowledge. Despite anything contained in this Agreement to
the contrary, Seller shall have no liability for breaches of any representations,
warranties, or certifications (individually, a "Representation" and collectively, the
"Representations") that Seller makes in this Agreement or in any of the documents or
instruments required to be delivered by Seller (and Purchaser shall not bring any
lawsuit or other Iegal action against Seller or pursue any other remedies against
3
(7)
Seller) if, at Closing, Purchaser, its officers, employees, shareholders, members,
partners, or agents had knowledge of the breach by Seller (including, without
limitation, knowledge gained by Purchaser or any such related party in the course of
its Due Diligence as to a fact or circumstance which, by its nature, indicates that a
Representation was or has become untrue or inaccurate), and Purchaser elects to
proceed to close the transaction contemplated by this Agreement. In addition, if any
update to Seller's warranties and representations discloses a matter or circumstance
that is material and adverse to Purchaser and not otherwise permitted under this
Agreement, Seller shall not be in default under, this Agreement (unless the
representation or warranty was untrue at the time it was made) and shall have no
liability as a result thereof, and Purchaser's sole right and remedy as a result thereof
shall be the right to terminate this Agreement by giving a Notice to Seller, and
thereupon all Earnest Money shall be refunded to Purchaser and neither party shall
have any further rights or obligations under this Agreement, except for the Surviving
Obligations.
Public Access. To Seller's current actual knowledge, without inquiry, there is no
pending or threatened governmental proceeding that would impair or result in the
termination of access from the Property to a public road.
ARTICLE V
CLOSING
'3 o D toe S �7c' " wv,,,, �G.
5.01. The closing will be held at the Title Company on or before Ci ' & 2006
(the "Closing Date") or at the date, time and place agreed upon by Seller and Purchaser.
5.02. At the closing Seller will:
(1) Deliver to Purchaser a properly executed and acknowledged Special Warranty Deed
conveying title in fee simple to all of the Property, free of all liens, 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;
(b) Any exceptions approved, waived or deemed approved by Purchaser in
accordance with Article III of this Contract; and
(c) Any exceptions approved by Purchaser in writing.
(2) Deliver to Purchaser a Texas Owner's Title Policy, at Seller's expense, issued by
Title Company, in Purchaser's favor in the full amount of the sales price, insuring
Purchaser's fee simple title to the Property subject to the title exceptions listed above,
to any other exceptions approved in writing by Purchaser, and to the standard printed
4
exceptions contained in the usual form of Texas Owner's Title Policy, with the
following exceptions:
(a) The boundary and survey exceptions may be deleted at the expense of
Purchaser;
(b) The exception as to restrictive covenants will be endorsed "None ofRecord";
and
(c) The exception as to the lien for taxes will be limited to the year of closing.
(3) Deliver to Purchaser possession of the Property.
5.03. At the Closing, Purchaser will pay the cash portion of the sales price.
5.04. General real estate taxes for the current year relating to the Property, insurance and utility
charges, if any, will be prorated as of the Closing Date and will be adjusted in cash at the closing. If
the closing occurs before the tax rate is fixed for the current year, the apportionment of taxes will be
on the basis of the tax rate for the preceding year applied to the latest assessed valuation.
5.05. All costs and expenses of closing in consummating the sale and purchase of the Property will
paid as follows:
Owner's Title Policy paid by Seller
Title Company fees paid by each equally.
Survey paid by Purchaser, if requested by Purchaser.
Filing fees for Deed paid by Purchaser.
All other filing fees paid by Seller.
Title curative matters, if any, paid by Seller.
Attorney's fees paid by each respectively.
ARTICLE VI
REAL ESTATE COMMISSIONS
[Purchaser to choose one of thefollowing two options by checking the appropriate box and filling
in the blanks as appropriate.]
❑ 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
ontract.
X/vC
Conditioned on the closing of the sale contemplated by this Contract, a commission
in the amount of percent of the total sales price will be payable to
5
6re�Maixtrii e 3 &wereAlThe commission is to be payable at the closing
out of the procee s of the sale. If the Contract is terminated for any reason before
closing, there will be no commission due or payable under the Contract. The
aforesaid broker is the agent of the Purchaser and not the Seller.
ARTICLE VII
ESCROW DEPOSIT
For the purpose of securing the performance of Purchaser under the terms of this Contract, Purchaser
has delivered to Title Company, the sum of Ten Thousand Dollars ($10,000.00), the Escrow Deposit,
which will be paid by the Title Company to Seller in the event Purchaser breaches this Contract as
provided in Article IX of this Contract. At the closing, the Escrow Deposit will be paid over to Seller
and applied to the cash portion of the sales price, provided, however, that in the event the Purchaser
has given written notice to the Title Company that one or more of the conditions to its obligations set
forth in Article III have not been met, or, in the opinion of Purchaser, cannot be satisfied, as provided
for in Article III, then the Escrow Deposit will be immediately returned by the Title Company to
Purchaser.
ARTICLE VIII
BREACH BY SELLER
If Seller fails to fully and timely perform any of its obligations under this Contract or fails to
consummate the sale of the Property for any reason, except Purchaser's default, Purchaser may, as its
sole remedies: (1) enforce specific performance of this Contract; or (2) request that the Escrow
Deposit will be returned by the Title Company to Purchaser.
ARTICLE IX
BREACH BY PURCHASER
In the event Purchaser fails to consummate the purchase of the Property, if Seller is not in default
under this Contract, Seller will have the right to receive the Escrow Deposit from the Title
Company, as liquidated damages for the failure of Purchaser to perform the duties imposed on it by
the terms of this Contract. Seller agrees to accept this cash payment as total damages and as Seller's
only remedy under this Contract in the event of Purchaser's default.
ARTICLE X
MISCELLANEOUS
Assignment of Contract
(1) This Contract may not be assigned without the express written consent of Seller.
6
Survival of Covenants
(2) 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 by this Contract, will survive the closing.
Notice
(3) Any notice required or permitted to be delivered under this Contract will be deemed
received when sent by United States mail, postage prepaid, certified mail, return receipt requested,
addressed to either Seller or Purchaser, as appropriate, at the address set forth opposite the signature
of that party.
Texas Law to Apply
(4) This Contract will be construed in accordance with the laws of the State of Texas, and
all obligations of the parties created under this Contract are performable in Williamson County,
Texas.
Parties Bound
(5) This Contract will be binding on and inure to the benefit of the parties and their
respective heirs, executors, administrators, legal representatives, successors and assigns, as permitted
by this Contract.
Legal Construction
(6) In case any one or more of the provisions contained in this Contract for any reason is
held invalid, this invalidity will not affect any other provision of this Contract, which will be
construed as if the invalid or unenforceable provision had never existed.
Prior Contracts Superseded
(7) This Contract constitutes the only agreement of the parties and supersedes any prior
understandings or written or oral agreements between the parties respecting the subject matter of this
Contract.
Time of Essence
(8) Time is of the essence in this Contract.
The date of execution of this Contract is the date executed by Seller below.
SELLER:
7
Attest:
Christine Martinez, City Secretary
Date:
City of Round Rock, Texas
by:
Nyle Maxwell, its Mayor
221 E. Main Street
Round Rock, Texas 78664
PURCHASER
(date)
kG[. c Y 7/2.44) F CE -Mr-i . , L. P.
by: /II4,ZKEirt &ti CK (printed name)
6e" en, ( PA. -Me,- (title)
z135v ',,ec.•al c.. Dr, 5+e.361
SA" 17.eyo dA 92/z, (address)
.i..)...e G , Z ooc. (date)
RECEIPT
Receipt of [ ] copy of Contract and [ ] $10,000 Earnest Money is acknowledged.
Georgetown Title Company, Inc.
1717 N. Mays St.
8
Round Rock, Texas
By:
,Escrow Agent
9
DATE: June 16, 2006
SUBJECT: City Council Meeting - June 22, 2006
ITEM: 10.D.3. Consider a resolution authorizing the Mayor to execute a Contract for
Sale of Real Property with Kelly Trade Center, LP for Lot 1, Block F,
Crystal Park.
Department: Finance Department
Staff Person: David Kautz, Assistant City Manager/CFO
Cindy Demers, Finance Director
Justification:
The City advertised for bids for the sale of the Greenhill property in May. Bids were due on
June 6 and we received 4 bids. The best bid for the property is $1,525,000 Tess a 6%
commission. Proceeds from the sale of the land will be utilized to fund the new Police Building.
Funding:
Cost: N/A
Source of funds: N/A
Outside Resources: N/A
Background Information: N/A
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
CONTRACT FOR SALE OF REAL PROPERTY
THIS CONTRACT OF SALE ("Contract") is between the CITY OF ROUND ROCK, a home rule
city, of 221 E. Main St., Round Rock, Texas (referred to in this Contract as "Seller") and
WELLY TR kl,E Cim,4[Purchaser's name],
1,4o,ran P•nnr.•srzsm, p [type of entity, e.g. individual, partnership, corporation, etc.]
YCo -or;% z, treet address 5;+c 3a
D r &—Gc.J [city]
('I 97i z t [state],
(referred to in this Contract as "Purchaser"), on the terms set forth in this Contract.
ARTICLE I
PURCHASE AND SALE
1.01. Seller agrees to sell and to convey, and Purchaser agrees to purchase and to pay for, the tract of
land containing approximately 8.681 acres of land located in Williamson County, Texas, being more
particularly described as follows:
Lot 1, Block "F", of CRYSTAL PARK, an addition in and to the City of Round
Rock, Williamson County, Texas, according to the map or plat thereof, recorded in
Cabinet I, Slides 146-149 of the Plat Records of Williamson County, Texas.
This sale and purchase includes all rights and appurtenances pertaining to the property, together with
any improvements, fixtures, and personal property situated on and attached to the property.
The real property described above, and any rights or appurtenances are referred to in this Contract as
the "Property."
ARTICLE II
SALES PRICE
Amount and Payment of Sales Price
fit ws
2.01. Purchaser agrees to pay to Seller the sum of C N;, I lit" 4:ZIC., 1,,,.w red V and ^4/100
Dollars ($_cco ), which will be payable in cash at closing.
97048
R-0(0-04o4A- 1003
ARTICLE III
1
PURCHASER'S OBLIGATIONS
Conditions to Purchaser's Obligations
3.01. The Purchaser's obligations under this Contract are subject to the Seller complying with all of
the covenants, agreements, and conditions required by this Contract and the satisfaction in all
material respects of each of the following conditions (any of which may be waived in whole or in
part by Purchaser at or before the closing).
Preliminary Title Report
3.02. Seller, at Seller's expense, will obtain for the Purchaser from Georgetown Title Company, Inc.,
1717 N. Mays, Round Rock, Texas (the "Title Company") an owner's title policy. In that regard, a
preliminary title report (the "Title Report"), is attached hereto as Exhibit A, and has been reviewed
by Purchaser and found to be acceptable.
Within ten (10) days from the effective date of this Contract, Seller will obtain from the Title
Company an update of the Title Report ("Updated Title Report") If there are any changes from the
original Title Report, Purchaser will have ten (10) days after receipt of the Updated Title Report to
review and approve it. In the event that any portion of the Updated Title Report or the condition of
title as set forth therein is unacceptable to Purchaser, Purchaser must, within the 10-dayperiod, give
Seller written notice of this fact. In the event that Purchaser states that one or more conditions are not
acceptable, Seller may, at Seller's option, and without obligation, promptly undertake to eliminate or
modify all unacceptable matters to the reasonable satisfaction of Purchaser. In the event that Seller
chooses not or is unable to do so within ten (10) days after receipt of written notice, Purchaser may
terminate this Contract, and the Escrow Deposit (as hereinafter defined) will be returned by the Title
Company to Purchaser. Purchaser's failure to give Seller this written notice will be deemed to be
Purchaser's acceptance of the Updated Title Report.
Survey
3.03. Seller has provided Purchaser with a copy of a survey dated August 1, 2003 and prepared by
Baker-Aicklen & Associates, Inc., which Purchaser has reviewed and found to be acceptable.
Environmental Assessment
3.04. Seller has provided Purchaser with a Phase 1 Environmental Site Assessment for the Property
dated March, 2003 and prepared by Geomatrix Consultants, Inc.. Purchaser has reviewed and
approved of said Environmental Assessment Report.
ARTICLE IV
2
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser, as of the Closing Date (as hereinafter defined,) as
follows:
(1) Parties in Possession. There are no parties in possession of any portion of the
Property as lessees, tenants at sufferance, or trespassers;
(2) Condemnation. There is no pending or threatened condemnation or similar
proceeding or assessment affecting the Property, or any part of it, nor to Seller's
current actual knowledge, without inquiry, is any proceeding or assessment
contemplated by any governmental authority;
(3)
Applicable Laws. Seller has not received any written notice that the Property is not in
compliance with all applicable laws, ordinances, regulations, and restrictions relating
to the Property, or any part of it;
(4) Environmental Condition. To SeIler's current and actual knowledge, without inquire,
there has not been any violation of Environmental Laws related to the Real Property
or the presence or release (other than as permitted by law) of Hazardous Materials on
or from the Real Property except as disclosed in the environmental reports, studies,
and other information relating to the environmental condition of the Real Property
delivered by Seller to Purchaser or made available for Purchaser's review.
"Environmental Laws" means the Resource Conservation and Recovery Act and the
Comprehensive Environmental Response Compensation and Liability Act
("CERCLA") and other federal laws governing the environment as in effect on the
date of this Agreement together with their implementing regulations and guidelines
as of the date of this Agreement, and all state, regional, county, municipal and other
local laws, regulations, and ordinances that are equivalent or similar to the federal
laws recited above or that purport to regulate Hazardous Materials in effect as of the
date of this Agreement. "Hazardous Materials" means any substance which is (i)
designated, defined, classified, or regulated as a hazardous substance, hazardous
material, hazardous waste, pollutant, or contaminant under any Environmental Law,
in effect as of the date of this Agreement, (ii) petroleum hydrocarbon, including crude
oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) friable
asbestos, (vi) flammable explosives, (vii) infectious materials, or (viii) radioactive
materials.
(5)
Effect of Purchaser's Knowledge. Despite anything contained in this Agreement to
the contrary, Seller shall have no liability for breaches of any representations,
warranties, or certifications (individually, a "Representation" and collectively, the
"Representations") that Seller makes in this Agreement or in any of the documents or
instruments required to be delivered by Seller (and Purchaser shall not bring any
lawsuit or other legal action against Seller or pursue any other remedies against
3
(7)
Seller) if, at Closing, Purchaser, its officers, employees, shareholders, members,
partners, or agents had knowledge of the breach by Seller (including, without
limitation, knowledge gained by Purchaser or any such related party in the course of
its Due Diligence as to a fact or circumstance which, by its nature, indicates that a
Representation was or has become untrue or inaccurate), and Purchaser elects to
proceed to close the transaction contemplated by this Agreement. In addition, if any
update to Seller's warranties and representations discloses a matter or circumstance
that is material and adverse to Purchaser and not otherwise permitted under this
Agreement, Seller shall not be in default under, this Agreement (unless the
representation or warranty was untrue at the time it was made) and shall have no
liability as a result thereof, and Purchaser's sole right and remedy as a result thereof
shall be the right to terminate this Agreement by giving a Notice to Seller, and
thereupon all Earnest Money shall be refunded to Purchaser and neither party shall
have any further rights or obligations under this Agreement, except for the Surviving
Obligations.
Public Access. To Seller's current actual knowledge, without inquiry, there is no
pending or threatened governmental proceeding that would impair or result in the
termination of access from the Property to a public road.
ARTICLE V
CLOSING
'3 D Days' vzcm ope►.),
5.01. The closing will be held at the Title Company on or before o r EseTZ.0 , , 2006
(the "Closing Date") or at the date, time and place agreed upon by Seller and Purchaser.
5.02. At the closing Seller will:
(1)
Deliver to Purchaser a properly executed and acknowledged Special Warranty Deed
conveying title in fee simple to all of the Property, free of all liens, 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;
(b) Any exceptions approved, waived or deemed approved by Purchaser in
accordance with Article III of this Contract; and
(c) Any exceptions approved by Purchaser in writing.
(2) Deliver to Purchaser a Texas Owner's Title Policy, at Seller's expense, issued by
Title Company, in Purchaser's favor in the full amount of the sales price, insuring
Purchaser's fee simple title to the Property subject to the title exceptions listed above,
to any other exceptions approved in writing by Purchaser, and to the standard printed
4
(3)
exceptions contained in the usual form of Texas Owner's Title Policy, with the
following exceptions:
(a) The boundary and survey exceptions may be deleted at the expense of
Purchaser;
(b) The exception as to restrictive covenants will be endorsed "None of Record";
and
(c) The exception as to the lien for taxes will be limited to the year of closing.
Deliver to Purchaser possession of the Property.
5.03. At the Closing, Purchaser will pay the cash portion of the sales price.
5.04. General real estate taxes for the current year relating to the Property, insurance and utility
charges, if any, will be prorated as of the Closing Date and will be adjusted in cash at the closing. If
the closing occurs before the tax rate is fixed for the current year, the apportionment of taxes will be
on the basis of the tax rate for the preceding year applied to the latest assessed valuation.
5.05. All costs and expenses of closing in consummating the sale and purchase of the Property will
paid as follows:
Owner's Title Policy paid by Seller
Title Company fees paid by each equally.
Survey paid by Purchaser, if requested by Purchaser.
Filing fees for Deed paid by Purchaser.
All other filing fees paid by Seller.
Title curative matters, if any, paid by Seller.
Attorney's fees paid by each respectively.
ARTICLE VI
REAL ESTATE COMMISSIONS
[Purchaser to choose one of the following two options by checking the appropriate box and filling
in the blanks as appropriate.]
0 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
ontract.
AVC
Conditioned on the closing of the sale contemplated by this Contract, a commission
in the amount of percent of the total sales price will be payable to
5
�✓e (ria,l7e.rtv C 3 corvine r641The commission is to be payable at the closing
out of the prose c s of the sale. If the Contract is terminated for any reason before
closing, there will be no commission due or payable under the Contract. The
aforesaid broker is the agent of the Purchaser and not the Seller.
ARTICLE VII
ESCROW DEPOSIT
For the purpose of securing the performance of Purchaser under the terms of this Contract, Purchaser
has delivered to Title Company, the sum of Ten Thousand Dollars ($10,000.00), the Escrow Deposit,
which will be paid by the Title Company to Seller in the event Purchaser breaches this Contract as
provided in Article IX of this Contract. At the closing, the Escrow Deposit will be paid over to Seller
and applied to the cash portion of the sales price, provided, however, that in the event the Purchaser
has given written notice to the Title Company that one or more of the conditions to its obligations set
forth in Article III have not been met, or, in the opinion of Purchaser, cannot be satisfied, as provided
for in Article III, then the Escrow Deposit will be immediately returned by the Title Company to
Purchaser.
ARTICLE VIII
BREACH BY SELLER
If Seller fails to fully and timely perform any of its obligations under this Contract or fails to
consummate the sale of the Property for any reason, except Purchaser's default, Purchaser may, as its
sole remedies: (1) enforce specific performance of this Contract; or (2) request that the Escrow
Deposit will be returned by the Title Company to Purchaser.
ARTICLE IX
BREACH BY PURCHASER
In the event Purchaser fails to consummate the purchase of the Property, if Seller is not in default
under this Contract, Seller will have the right to receive the Escrow Deposit from the Title
Company, as liquidated damages for the failure of Purchaser to perform the duties imposed on it by
the terms of this Contract. Seller agrees to accept this cash payment as total damages and as Seller's
only remedy under this Contract in the event of Purchaser's default.
ARTICLE X
MISCELLANEOUS
Assignment of Contract
(1) This Contract may not be assigned without the express written consent of Seller.
6
Survival of Covenants
(2) 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 by this Contract, will survive the closing.
Notice
(3) Any notice required or permitted to be delivered under this Contract will be deemed
received when sent by United States mail, postage prepaid, certified mail, return receipt requested,
addressed to either Seller or Purchaser, as appropriate, at the address set forth opposite the signature
of that party.
Texas Law to Apply
(4) This Contract will be construed in accordance with the laws of the State of Texas, and
all obligations of the parties created under this Contract are performable in Williamson County,
Texas.
Parties Bound
(5) This Contract will be binding on and inure to the benefit of the parties and their
respective heirs, executors, administrators, legal representatives, successors and assigns, as permitted
by this Contract.
Legal Construction
(6) In case any one or more of the provisions contained in this Contract for any reason is
held invalid, this invalidity will not affect any other provision of this Contract, which will be
construed as if the invalid or unenforceable provision had never existed.
Prior Contracts Superseded
(7) This Contract constitutes the only agreement of the parties and supersedes any prior
understandings or written or oral agreements between the parties respecting the subject matter of this
Contract.
Time of Essence
(8) Time is of the essence in this Contract.
The date of execution of this Contract is the date executed by Seller below.
SELLER:
7
Attest:
apthavl.
Christine Martinez, City Secretary
Date:
City ofund Rock, Texas
by:
14,46544a@eweil, its Mayor PiQO-7E/71
ALAN) f O €A U)
221 E. Main Street
Round Rock, Texas 78664
" AA -e.)61 (date)
PURCHASER
kt L c Y 71E41, F CE" -M12. � L. P.
by: 414RK CK (printed name)
Gem a� iia - (title)
1135) & eco, c Dr, S+e.3d I
Sa" D•e.yc, CA 92,2 r (address)
.i of.e" G , Z ooC. (date)
RECEIPT
Receipt of [ ] copy of Contract and [ ] $10,000 Earnest Money is acknowledged.
Georgetown Title Company, Inc.
1717 N. Mays St.
8
Round Rock, Texas
By:
,Escrow Agent
9
AMENDMENT TO CONTRACT FOR SALE OR REAL PROPETY
THIS AMENDMENT TO CONTRACT FOR SALE ("Amendment") is between the
CITY OF ROUND ROCK, a home rule city, of 221 E. Main Street, Round Rock, Texas
(referred to as"Seller'') and KELLY TRADE CENTER, L.P. (referred to as"Purchaser")
and hereby amends the June 21006 contract entered into by the parties pertaining to Lot 1,
Block F of Crystal Park, an addition in and to the City of Round Rock, Williamson
County, Texas.
AMENDMENT NO. 1,
The Purchaser is and shall hereafter be referred to as"Kelly Trade Ventures,LLC."
AMENDMENT NO.2
Article V,entitled"Closing,"'Paragraph 5.01 is amended to read as-follows:
"The closing date will be held at the Title Company on or before August 4, 2006 (the
"Closing Date")or at the date,time,and place agreed upon by Seller and Purchaser."
AMENDMENT NO. 3
Article VII, entitled "Escrow Deposit," is amended to read as follows:
"For the purpose of securing the performance of Purchaser under the terms of this
Contract, Purchaser has delivered to the Title Company the sum of Ten Thousand Dollars
($10,000.00), the Escrow Deposit, which will be paid by the Title Company to Seller in
the event Purchaser breaches this Contract as provided in Article LX of this Contract. At
the closing, the Escrow Deposit will be paid.over to Seller and applied to the cash portion
of the sales price, provided, however, that in the event the Purchaser has given written
notice to the Title Comparty that one or more of the conditions to its obligations set forth
in Article III have not been met, or, in the opinion of Purchaser, cannot be satisfied, as
provided for in Article 111, then the Escrow Deposit will be immediately returned by the
Title Company to Purchaser, As consideration for the agreement by the parties to extend
the Closing Date until August 4, 2006,Purchaser will.deliver an additional Ten Thousand
Dollars ($10,000.00) as Escrow Deposit, which additional hinds shall be subject to the
terms of this Article. In sum, the total of all monies paid by Purchaser as Escrow
Deposit, and subject to the terms of this Article, shall be Twenty Thousand Dollars
($20,000 00),"
SELLER:
Cit' If R4wild Rock, Texas
bv:
SamcWR.Nuse,P.E., City le ana er
9
221 E, Mein Street
Round Rock, Texas 78664
• as-oto (dice}
A tI es t:
a
Christine Martinez, City Secretary
PURCHASER:
Kelly Trade Venture, LLC
by: e
Mark Emerick
6,
( - . (title)
4350 Executive Drive, Suite 301
San Diego, California 92121
-Z� -Zcxj4 (date)