R-2016-3631 - 7/14/2016RESOLUTION NO. R-2016-3631
WHEREAS, the City desires to purchase a tract of land located at 2800 Oakmont Drive needed
for roadway improvements near the intersection of University Boulevard and Oakmont Drive; and
WHEREAS, Datamax Consulting Corp., 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 Datamax Consulting Corp., 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 14th day of July, 2016.
ALA MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Clerk
0112.1604;00358231
EXHIBIT
"A"
REAL ESTATE CONTRACT
2.800 OAKMONT DRIVE
This Real Estate Contract ("Contract") is entered into between DATAMAX CONSULTING
CORP., a Texas corporation, ("Seller"), and the CITY OF ROUND ROCK, a Texas home -rule
municipal corporation ("Buyer") upon the terms and conditions set forth as follows:
1. Purchase and Sale of Property
1.01 Seller sells and agrees to convey', and Buyer purchases and agrees to pay far, the
tract of land located at 2800 Oakmont Drive, Round Rock Texas and described
below:
LOT 2, BLOCK "A", OF OAKMONT CENTRE, SECTION TWO, A
SUBDIVISION IN WILLIAMSON COUNTY, TEXAS, ACCORDING TO THE
MAP OR PLAT THEREOF RECORDED IN CABINET F. SLIDE 174, PLAT
RECORDS OF WILLIAMSON COUNTY TEXAS; AND BEING FURTHER
DESCRIBED IN THAT CERTAIN DEED TO DATAMAX CONSULTING
CORP., RECORDED IN DOCUMENT NO. 2009076330 OF THE REAL
PROPERTY RECORDS OF WILLIAMSON COUNTY, TEXAS
together with all and singular the rights and appurtenances of Seller pertaining to
the property, including any right, title and interest of Seller in and to adjacent streets, alleys or
rights-of-way, and any improvements and fixtures situated on and attached to the Property, for
the consideration and upon and subject to the terms, provisions, and conditions set forth below.
1.03 The real property interests described above, and any rights or appurtenances are
referred to in this Contract as the '`Property".
2. Sales Price
2.01 Amount of Sales Price. The sales price for the Property and Additional
Consideration shall be the sum of TWO MILLION SEVEN HUNDRED TEN THOUSAND and
NO/ 100 DOLLARS ($2,710,000.00)("Sales Price").
2.02 Payment of Sales Price. The full amount of the Sales Price, less the Escrow
Deposit, shall be payable by Buyer to Seller in cash at the Closing. Upon execution of this
Contract, the Buyer will deposit the amount of TEN THOUSAND and No/100 Dollars
($10,000.00) with the Title Company as earnest money (the "Escrow Deposit"). At the Closing,
the Escrow Deposit shall be credited to the Sales Price and Title Company will release the
Escrow Deposit to the Seller.
2.03 Additional Consideration for Relocation Expenses. By execution of this Contract
the parties acknowledge and intend for the Sales Price to include full and final compensation and
other satisfaction of any relocation claim by Seller pursuant to the provisions and entitlements of
the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42
U.S.C.A., et. al., any related relocation assistance program in place under current federal or State
U0360443.D0C ,X
law, or any additional moving expenses or costs that Seller may otherwise be entitled to at law or
in equity.
2.04. Temporary Leaseback of Property_ At Closing, Buyer and Seller shall enter into a
lease agreement (the "Leaseback Agreement") wherein Buyer, as Landlord, shall lease back to
Seller, as Tenant, the Property for a term of eighteen (18) months, subject to any early
termination provisions in the Leaseback Agreement, with such lease commencing on the Closing
Date. The parties agree that the rent for such lease shall be the sum of One Dollar ($1.00) per
year, and that Seller, as Tenant, shall pay all taxes, utility and insurance expenses associated with
the Property during the lease term as provided in the Leaseback Agreement. The Leaseback
Agreement shall be in the form attached hereto as Exhibit "A".
3. Buyer's Obligations
3.01 Conditions to Buyer's Obligations. The Buyer and Seller will comply with the
following obligations, and the Buyer's obligations under this Contract are subject to the Seller's
satisfaction of each of the following conditions which apply to Seller (any of which may be
waived in whole or in part by Buyer at or before the closing).
3.02 Preliminary Title Report. Within 14 days of the execution of this Contract, Buyer,
at Buyer's expense, will obtain from the Title Company a preliminary title commitment ("'Title
Report"), accompanied by copies of all recorded documents relating to easements, rights-of-way,
etc., affecting the Property if requested.
(A) Buyer will give Seller written notice at least 30 days prior to Closing if the
condition of title as set forth in the Title Report is or is not reasonably satisfactory and failure to
give such notice shall mean the Title Report is satisfactory.
(B) In the event that Buyer states that the condition is not reasonably
satisfactory, Seller will promptly undertake to assist Buyer to eliminate or modify all
unacceptable matters, at no expense to Seller, and to the reasonable satisfaction of Buyer. In the
event the Seller is unable to do so prior to Closing, this Contract may be terminated in writing by
Buyer. Otherwise, this condition will be deemed acceptable and any objection by the Buyer will
be deemed waived.
3.03 Survev. Buyer, at Buyer's expense, may obtain a current plat or survey of the
Property, prepared by a licensed. Texas land surveyor selected by Buyer.
3.04 Seller's Full Compliance. Seller will have complied with all of the covenants,
agreements, and conditions required by this Contract by the Closing Date.
3.05 Due Diligence. Buyer represents and warrants that it has been provided the
opportunity to conduct due diligence on the Property during the Feasibility Period described in
Section 8.13 below, and is purchasing the Property —as is." Except for the representations
expressly made in this Agreement, the Seller has made no representations or warranties
regarding the Property.
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4. Representations and Warranties of Seller
Seller represents and warrants to Buyer. as of the Closing Date, as follows:
4.01 There are, to the best of Seller's knowledge, no parties in possession of any
portion of the Property as lessees, tenants at sufferance, or trespassers. other than previously
disclosed to Buyer.
4.02 intentionally omitted.
4.03 Seller, to the best of Seller's knowledge, has complied with all applicable laws,
ordinances, regulations, and restrictions relating to the Property, or any part of it.
4.04 Seller is not aware of any material physical defects to the Property.
4.05 Seller is not aware of any environmental hazards or conditions that affect the
Property.
4.06 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.
5. Closin(
5.01 Date and Location. Tile Closing shall be held at the Georgetown office of the
Capital Title Company ("Title Company") on or before fifteen (i 5) days following the earlier of
(1) the expiration of the Feasibility Period; or (2) the date that Buyer makes the good faith
determination that the Property is suitable for Buyer's purposes and intends to proceed to
Closing of this transaction, or at such time, date, and place as Seller and Buyer may agree upon,
or within 10 days after the completion of any title curative matters if necessary for items as
shown on the Title Commitment (which date is herein referred to as the "Closing Date").
5.02 Sellers Responsibilities at Closin<g. At the closing Seller will:
(A) Deliver to Buyer a properly executed and acknowledged Deed (the
"Deed") conveying good and indefeasible title to the City of Round Rock in fee simple to all of
the such property interest in and to all of the Property, fi-ee of all liens, encumbrances,
conditions, easements, assessments, and restrictions, except for the following:
(i) Any exceptions approved by Buyer in accordance with Section 3
of this Contract;
(ii) Any exceptions approved by Buyer in writing; and
(iii) Any exceptions contained in public records.
(B) Deliver to Buyer a Texas Owner's Title Policy, at Buyer's expense, issued
by the Title Company in Buyer's favor in the full amount of the Sales Price, insuring Buyer's
interest in and to the Property subject to the title exceptions listed herein, to any other exceptions
approved in writing by Buyer, and to those standard printed exceptions contained in the usual
form of Texas Owner's Title Policy, with the following exceptions:
(i) The boundary and survey exceptions will be deleted if a new
survey is prepared at Buyers election pursuant to Section 3.03;
(ii) The exception as to restrictive covenants will be endorsed "None
of Record"; and
(iii) The exception as to the lien for taxes will be limited to the year of
closing and will be endorsed "Not Yet Due and Payable".
The form of the Deed shall be as shown in Exhibit "B" attached hereto and
incorporated herein.
(C) Deliver to Buyer possession of the Property, suhjcct to the Leaseback
Agreement.
5.03 Buyer's Responsibilities at Closing. At the closing Buyer will pay Seller the Sales
Price, and enter into and deliver the executed Leaseback Agreement.
5.04 Prorations. General real estate taxes for the current year relating to the Property,
interest on any existing indebtedness, rents, 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 has been 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. All special
taxes or assessments to the Closing Date will be paid by Seller, if any.
5.05 Apportionment of Costs. All costs and expenses of Closing in consummating the
sale and purchase of the Property will be paid as follows:
(A) Owner's Title Policy paid by Buyer.
(B) Survey paid by Buyer.
(C) Easement, tax certificates, and title curative matters, if any. paid by Buyer.
(D) All other closing costs to be paid by Buyer.
(E) Attorney's fees of the parties paid by each party respectively.
6. Breach by Seller
6.01 Buyer's Rights in the Event of 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 for Buyer's default), Buyer will have the right to:
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(A) Enforce specific performance of this Contract; or
(B) "Terminate this Contract and request that the Escrow Deposit will be
returned by the Title Company to Buyer.
7. Breach by
7.01 Seller's Rights in the Event of Breach by Buyer. In the event Buyer should fail to
consummate the purchase of the Property, the conditions to Buyer's obligations set forth herein
having been satisfied and Buyer 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 Buyer 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.
8. Miscellaneous Provisions
8.01 Survival of Covenants. Any of the representations, warranties, covenants, and
agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period
of time following the closing of the transactions contemplated by this Contract, will survive the
closing.
8.02 Notice. 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 Buyer, as the case may be, at the address set forth in the
signature block below.
8.03 Texas Law to Apply. This Contract shall be construed under and in accordance
with the laws of the State of Texas, and all obligations of the parties created hereunder are
performable in Williamson County, Texas.
8.04 Parties Bound. 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.
8.05 Leaal Construction. In case any one or more of the provisions contained in this
Contract may for any reason be held to be invalid, illegal, or unenforceable in any respect, this
invalidity, illegality, or unenforceability will not affect any other provision hereof; and this
Contract will be construed as if the invalid, illegal, or unenforceable provision had never existed.
8.06 Prior Contracts Superseded. 'Phis 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 of this Contract.
8.07 Time of Essence. 'Time is of the essence in this Contract.
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8.08 Memorandum of Contract. Upon the request of either party, both parties will
promptly execute a memorandum of this Contract suitable for filing of record.
8.9 Compliance. in accordance with the requirements of Section 20 of the Texas Real
Estate License Act, Buyer is advised that it should obtain a policy of title insurance, or Buyer
should have the abstract covering the Property examined by an attorney of Buyer's own
selection.
8.10 Effective Date. This Contract shall be effective as of the date it has been executed
by both Seller and Buyer.
8.11 Counterparts. This Contract may be executed in any number of counterparts,
which may together constitute the Contract. Signatures transmitted by facsimile or electronic
mail may be considered effective as originals for purposes of this Contract.
8.12 Signature Warranty Clause. The signatories to this contract represent and warrant
that they have the authority to execute this Contract on behalf of Seller and Buyer, respectively.
8.13. Feasibility Period. This Contract is expressly contingent upon the Buyer, in its sole
discretion, determining that the Property is adequate for and adaptable to its proposed future
right of way use, or any other uses of Buyer, or any other determination of suitability of the
Property, including but not limited to environmental review, investigation and conditions. If the
Buyer determines, at any time on or before the expiration of sixty (60) days after the Effective
Date of this contract (the "Feasibility Period"), that said Property is in any way unsuitable for
Buyer's purposes, and Buyer provides written notice of this determination to Seller by first class
mail, this Contract shall be void. If Buyer elects to void the Contract during the Feasibility
Period and the Contract does not Close, then the Seller shall be allowed to receive the Escrow
Deposit as a Liquidated payment amount for the termination. During the Feasibility Period the
Buyer, its agents or consultants, shall be allowed to access the property at a mutually agreeable
date(s) and time(s) in order to carry out any non-destructive inspections or testing desired by
Buyer, including, but not limited to, any environmental or hazardous materials testing of any
kind. Through the end of the Feasibility Period, the Buyer will keep the Seller apprised of
negotiations with the adjoining landowner.
The parties are signing this Contract on the dates indicated.
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SELLER:
DATAMAX CONSULTING CORP,
a Texas cor oration
Lliplx�
By: --
Printed Namel A." 2
1 ts: L
Date: 7 _,
Address::
BUYER:
CITY OF ROUND ROCK,
A TEXAS HOME -RULE MUNICIPAL CORPORATION
By:
Alan McGraw. Mayor
Date:
Attest:
Sara White, City Clerk
Address: 221 East Main St.
Round Rock, Texas 78664
For City, Approved as to Form:
Stephan L. Sheets, City Attorney
EXHIBIT "A"
LEASEBACK AGREEMENT
2800 Oakmont Drive
Basic Terms
Effective Date:
Landlord: CITY OF ROUND ROCK, TEXAS
Landlord's Address: Attn: City Manager
221 E. Main Street
Round Rock, Texas 78664
Tenant: DATAMAX CONSULTING CORP.
2016
Tenant's Address:
Premises: 2800 Oakmont Drive, Round Rock Texas as further described below,
being all of the same property purchased on this date by Landlord from
Tenant:
a. Land. LOT 2, BLOCK "A", OF OAKMONT CENTRE,
SECTION TWO, A SUBDIVISION IN WILLIAMSON
COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT
THEREOF RECORDED IN CABINET F, SLIDE 174, PLAT
RECORDS OF WILLIAMSON COUNTY TEXAS; AND
BEING FURTHER DESCRIBED IN THAT CERTAIN DEED
TO DATAMAX CONSULTING CORP., RECORDED IN
DOCUMENT NO. 2009076330 OF THE REAL PROPERTY
RECORDS OF WILLIAMSON COUNTY, TEXAS (the "Land");
b. Buildings. All improvements and fixtures owned by Landlord and
located on the Land (the "Building") that are considered part of the real
property, and specifically excluding any personal property of Landlord or
any tenant located on the Land;
c. Other Property.
(i) The interest of the lessor or landlord under all leases, tenancies,
rental, use, occupancy, and concession agreements covering
space on the Land (hereinafter called the "Leases");
(ii) All of Landlord's interest in the following to the extent they
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relate to the ownership, use, leasing, maintenance, service, or operation of
the Land or Buildings and are assignable without the consent of or
payment to any other party: (i) contracts or agreements such as
maintenance, service, or utility contracts, (ii) warranties, guaranties,
indemnities and claims, (iii) development rights, utility capacity,
governmental approvals, licenses and permits, and (iv) plans, drawings,
specifications, surveys, engineering reports and environmental reports;
and
(iii) All and singular the rights and appurtenances pertaining to any
of the foregoing, including without limitation, the right of the Landlord, if
any, in and to adjacent streets, alleys, easements, rights-of-way and rights
of ingress and egress thereto.
Term: Eighteen (18) months from the Effective Date, subject to early termination
as provided herein.
Termination Date: Eighteen (18) months from the Effective Date, or such earlier date as
determined by the early termination provisions provided herein.
Rent: One and No/100 Dollars ($1.00) per year, payable at the Effective Date.
Security Deposit: N/A
Permitted Use: Any lawful use.
Definitions
"Injury" means (a) harm to or impairment or loss of property or its use, (b) harm to or death of a
person, or (c) "personal and advertising injury" as defined in the form of liability insurance
Tenant is required to maintain.
"Landlord" means Landlord and its agents, contractors (other than Tenant), employees, invitees,
licensees, or visitors.
"Tenant" means Tenant and its agents, contractors (other than Landlord), employees, invitees,
licensees, or visitors.
"Subtenant" means (a) any tenant, licensee or other occupant or party entitled to use all or any
portion of the Premises as of the Effective Date under any of the Leases and (b) subject to
Paragraph 18, any tenant, licensee or other occupant or party entitled to use all or any portion of
the Premises after the Effective Date pursuant to a sublease or other agreement entered into with
Tenant.
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Clauses and Covenants
A. Tenant agrees to -
1. Lease the Premises for the entire Term beginning on the Effective Date and
ending on the Termination Date, subject to the early termination provisions provided herein.
2. Accept the Premises in their present condition "AS IS".
3. Obey (a) all applicable laws relating to the use, condition, and occupancy of the
Premises and (b) any requirements imposed by utility companies serving or insurance companies
covering the Premises; provided, that in no event will Tenant be required to make any alterations
or additions to the Premises in order to bring the Premises into compliance with applicable law.
4. Pay or cause to be paid the normal and customary costs of any maintenance,
utilities, or other operating or use expenses related to or required for the Premises during the
Term.
5. Maintain during the Term reasonable commercial insurance coverage for lessees.
The Landlord is responsible for its own insurance on the Building and Premises. In the event of
any casualty loss the Landlord shall have neither the responsibility nor the obligation to
reconstruct any of the Building or other improvements on the Premises.
6. Vacate the Premises on the last day of the Term or as otherwise required herein.
7. Subject to the terms of this Leaseback Agreement, pay all ad valorem property
taxes assessed against the Land, Building and other portions of the Premises during the Term.
The Tenant's obligation to pay property taxes on the Land, Building, and other portions of the
Premises is capped at a cumulative appraised value on the Land, Building, and other portions of
the Premises $1,551,000.00. The Landlord is responsible for any property taxes to the extent
such taxes are based on an appraised value in excess of $1,551,000.00.
B. Tenant agrees not to -
1. Use the Premises for any purpose other than the Permitted Use.
2. Create a public nuisance.
3. Allow a lien to be placed on the Premises that will not be released or extinguished
as of the end of the Term.
4. Sublease any portion of the Land or Buildings or assign this Lease without the
Landlord's consent.
C. Landlord agrees to -
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I . Lease to Tenant the Premises for the entire Term beginning on the Effective Date
and ending on the Termination Date, subject to the early termination provisions as provided
herein.
D. Landlord agrees not to -
1. Interfere with Tenant's quiet and peaceful enjoyment and possession of the
Premises as long as Tenant is not in default beyond applicable grace or cure periods.
E. Landlord and Tenant agree to the following:
1. Alterations. Any additions or improvements now or hereafter located on the
Premises will become the property of Landlord at the end of the Term unless removed by Tenant
prior to the Termination Date. Tenant shall be entitled, but not required, to remove any additions
or improvements, other than the Building, now or hereafter located on the Premises prior to the
termination date. Tenant shall repair any alterations or restore the Premises to the condition
existing at the Effective Date. Upon termination of this Leaseback Agreement, the Premises shall
be surrendered to Landlord.
2. Abatement. Tenant's covenant to pay Rent and Landlord's covenants are
independent. Except as otherwise provided, Tenant will not be entitled to abate Rent for any
reason.
3. Casualty/Total or Partial Destruction. Other than as allowed under the Early
Termination Option in Paragraph 19 below, neither party shall be entitled to terminate this
Leaseback Agreement or abate rent as a result of fire or any other casualty nor shall either party
have any duty or obligation to rebuild or restore any damaged improvements. Each party shall be
entitled to receive and retain all proceeds of insurance for which they have paid in connection
with any casualty damage occurring during the Term.
4. Default by Landlord/Events. Defaults by Landlord are failing to comply with any
provision of this Leaseback Agreement within thirty days after written notice; provided, that if
such default cannot reasonably be cured within such thirty day period but Landlord commences
and thereafter diligently attempts to cure such default during and after such thirty day period,
then Landlord shall be entitled to such reasonable additional period of time as is necessary to
cure such default.
5. Default by Landlord/Tenant's Remedies. Tenant's remedies for Landlord's default
are to sue for damages and/or injunctive relief.
6. Default by Tenant/Events. Defaults by Tenant are failing to comply within thirty
days after written notice with any provision of this Leaseback Agreement; provided, that if such
default cannot reasonably be cured within such thirty day period but Tenant commences and
thereafter diligently attempts to cure such default during and after such thirty day period, then
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Tenant shall be entitled to such reasonable additional period of time as is necessary to cure such
default.
7. Default by Tenant/Landlord's Remedies. Landlord's remedies for Tenant's default
are to terminate this Leaseback Agreement by written notice and/or sue for damages.
8. Default/Waiver/Mitigation. It is not a waiver of default if the nondefaulting party
fails to declare immediately a default or delays in taking any action. Pursuit of any remedies set
forth in this Leaseback Agreement does not preclude pursuit of other remedies in this Leaseback
Agreement or provided by applicable law. Landlord and Tenant have a duty to mitigate damages.
9. Holdover. If Tenant does not vacate the Premises following termination of this
Leaseback Agreement, Tenant will become a tenant at will and must vacate the Premises on
receipt of notice from Landlord. No holding over by Tenant, whether with or without the consent
of Landlord, will extend the Term.
10. Attorney's Fees. If either party retains an attorney to enforce this Leaseback
Agreement, the party prevailing in litigation is entitled to recover reasonable outside attorney's
fees and other fees and court and other costs.
11. Venue. Exclusive venue is in the county in which the Premises are located.
12. Entire Agreement. This Leaseback Agreement is the entire agreement of the
parties related to the lease of the Building and Premises, and there are no oral representations,
warranties, agreements, or promises pertaining to this Leaseback Agreement or to any expressly
mentioned exhibits and riders not incorporated in writing in this Leaseback Agreement.
13. Amendment of Lease. This Leaseback Agreement may be amended only by an
instrument in writing signed by Landlord and Tenant.
14. Limitation of Warranties. THERE ARE NO IMPLIED WARRANTIES OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER KIND ARISING OUT
OF THIS LEASEBACK AGREEMENT, AND THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE
EXPRESSLY STATED IN THIS LEASEBACK AGREEMENT.
15. Notices. Any notice required or permitted under this Leaseback Agreement must be
in writing. Any notice required by this Leaseback Agreement will be deemed to be delivered
(whether actually received or not) five days after deposited with the United States Postal Service,
postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient
at the address shown in this Leaseback Agreement. Notice may also be given by regular mail,
personal delivery, courier delivery, facsimile transmission, or other commercially reasonable
means and will be effective when actually received. Any address for notice may be changed by
written notice delivered as provided herein.
A copy of any notice given to Tenant shall be given at the same time and in the same manner as
the notice to Tenant to:
Datamax Consulting Corp.
Attn:
A copy of any notice given to Landlord shall be given at the same time and in the same manner
as the notice to Landlord to:
Sheets & Crossfield, P.C.
Attn: Stephan Sheets
309 East Main Street
Round Rock, Texas 78664
512/255-8877
Steve@scrrlaw.com
16. Abandoned Property. Landlord may retain, destroy, or dispose of any property
left on the Premises at the end of the Term.
17. Leaseback; Assignment of Leases and Other Property. This Leaseback
Agreement is executed simultaneously with the sale of the Premises by Tenant to Landlord and
is intended to be a leaseback of the entire property and all rights, benefits and privileges thereof
sold to Landlord by Tenant. In addition to leasing Tenant all of the Premises for the term,
Landlord hereby assigns, transfers and conveys to Tenant all of Landlord's right, title and
interest in the Leases and the other personal property described in the description of Premises
herein. Tenant assumes the obligation for the performance of any and all of the obligations of
Landlord under the Leases and such other personal property. Landlord shall not be entitled to
receive any portion of the amounts payable under any Lease.
18. Sublease; Assignment. Tenant may not assign, sublet or agree to occupancy of
the Property during the Term by any other person or entity in whole or in part without Landlord's
consent.
19. Early Termination Option. Tenant may terminate this Leaseback Agreement
unilaterally at any time by delivering thirty (30) days prior written notice of such early
termination to Landlord as described herein.
20. Indemnification.
(A) TENANT WILL INDEMNIFY, DEFEND, AND HOLD LANDLORD HARMLESS FROM ANY
INJURY (AND ANY RESULTING OR RELATED CLAIM, ACTION, LOSS, LIABILITY, OR REASONABLE
EXPENSE, INCLUDING OUTSIDE ATTORNEY'S FEES AND OTHER FEES AND COURT AND OTHER COSTS)
TO THE EXTENT RELATED TO THE NEGLIGENCE OR MISCONDUCT OF THE TENANT WITH RESPECT TO
THE PREMISES. THE INDEMNITY CONTAINED IN THIS PARAGRAPH (a) IS INDEPENDENT OF
TENANT'S INSURANCE, (b) WILL NOT BE LIMITED BY COMPARATIVE NEGLIGENCE STATUTES OR
DAMAGES PAID UNDER THE WORKERS' COMPENSATION ACT OR SIMILAR EMPLOYEE BENEFIT
ACTS, (C) WILL SURVIVE THE END OF THE TERM.
(B) TO THE EXTENT ALLOWED BY LAW, LANDLORD WILL INDEMNIFY, DEFEND, AND HOLD
TENANT HARMLESS FROM ANY INJURY (AND ANY RESULTING OR RELATED CLAIM, ACTION, LOSS,
LIABILITY, OR REASONABLE EXPENSE, INCLUDING OUTSIDE ATTORNEY'S FEES AND OTHER FEES AND
COURT AND OTHER COSTS) TO THE EXTENT RELATED TO THE NEGLIGENCE OR MISCONDUCT OF THE
LANDLORD WITH RESPECT TO THE PREMISES. THE INDEMNITY CONTAINED IN THIS PARAGRAPH
(a) IS INDEPENDENT OF LANDLORD'S INSURANCE, IF ANY, (b) WILL NOT BE LIMITED BY
COMPARATIVE NEGLIGENCE STATUTES OR DAMAGES PAID UNDER THE WORKERS'
COMPENSATION ACT OR SIMILAR EMPLOYEE BENEFIT ACTS UNLESS OTHERWISE LIMITED OR
PROHIBITED BY LAW, (C) WILL SURVIVE THE END OF THE TERM.
TENANT:
DATAMAX CONSULTING CORP.
Its:
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LANDLORD:
CITY OF ROUND ROCK, TEXAS
Its:
EXHIBIT "B"
DEED
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS
FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:
That DATAMAX CONSULTING CORP., a Texas corporation, hereinafter referred to as
Grantor, whether one or more, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration to Grantor in hand paid by City of Round Rock, Texas,
the receipt and sufficiency of which is hereby acknowledged, and for which no lien is retained,
either expressed or implied, have this day Sold and by these presents do Grant, Bargain, Sell
and Convey unto CITY OF ROUND ROCK, TEXAS, all that certain tract or parcel of land
lying and being situated in the County of Williamson, State of Texas, along with any
improvements thereon (the "Property"), being more particularly described as follows:
LOT 2, BLOCK "A", OF OAKMONT CENTRE, SECTION TWO, A SUBDIVISION
IN WILLIAMSON COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT
THEREOF RECORDED IN CABINET F, SLIDE 174, PLAT RECORDS OF
WILLIAMSON COUNTY TEXAS; AND BEING FURTHER DESCRIBED IN THAT
CERTAIN DEED TO DATAMAX CONSULTING CORP., RECORDED IN
DOCUMENT NO. 2009076330 OF THE REAL PROPERTY RECORDS OF
WILLIAMSON COUNTY, TEXAS
SAVE AND EXCEPT, HOWEVER, it is expressly understood and agreed that Grantor is
retaining title to the following improvements located on the Property conveyed herein, to wit:
NONE
RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY:
Visible and apparent easements not appearing of record;
Any discrepancies, conflicts, or shortages in area or boundary lines or any
encroachments or any overlapping of improvements which a current survey would show;
00359069.DOC/DJC
Easements, restrictions, reservations, covenants, conditions, oil and gas leases, mineral
severances, and encumbrances for taxes and assessments (other than liens and conveyances)
presently of record in the Official Public Records of Williamson County, Texas, that affect the
property, but only to the extent that said items are still valid and in force and effect at this time.
TO HAVE AND TO HOLD the property herein described and herein conveyed together with
all and singular the rights and appurtenances thereto in any wise belonging unto City of Round
Rock, Texas and its assigns forever; and Grantor does hereby bind itself, its heirs, executors,
administrators, successors and assigns to Warrant and Forever Defend all and singular the said
premises herein conveyed unto City of Round Rock, Texas and its assigns against every person
whomsoever lawfully claiming or to claim the same or any part thereof.
IN WITNESS WHEREOF, this instrument is executed on this the day of
2016.
GRANTOR:
DATAMAX CONSULTING CORP.,
a Texas corporation
By:
Printed Name:
Its:
ACKNOWLEDGMENT
STATE OF §
COUNTY OF §
This instrument was acknowledged before me on this the day of ,
2016 by in the capacity and for the purposes and consideration
recited therein.
Notary Public, State of
PREPARED IN THE OFFICE OF:
Sheets & Crossfield, P.C.
309 East Main
Round Rock, Texas 78664
GRANTEE'S MAILING ADDRESS:
City of Round Rock
Attn: City Manager
221 East Main Street
Round Rock, Texas 78664
AFTER RECORDING RETURN TO:
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