R-08-02-14-9C4 - 2/14/2008 RESOLUTION NO. 08-02-14-9C4
WHEREAS, on January 20, 1999, the City and Ryan Sanders Ryan,
Inc. ( "RSR" ) entered into that one certain Convention Center
Complex Lease Agreement ( "Agreement") , and
WHEREAS, on March 29, 1999, RSR assigned its interest in and
to the Lease to Round Rock Baseball, Inc . ( "RRB") , and
WHEREAS, on October 14, 1999, the City and RRB entered into
that one certain First Amendment to the Agreement, and
WHEREAS, Round Rock Baseball has agreed to contribute
$407, 934 . 00 to the City in consideration for the City' s purchase of
a new scoreboard and a two-year extension of the Agreement, and
WHEREAS, the City Council now wishes to amend and revise the
aforesaid Agreement to extend the lease term, and
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 Second Amendment to the Convention Center
Complex Lease Agreement, a copy 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.
0:\wdox\RESOLUTI\RB0214C4.WPD/rmc
SECOND AMENDMENT TO THE
CONVENTION CENTER COMPLEX
LEASE AGREEMENT
This Second Amendment to the Convention Center Complex Lease Agreement ("Second
Amendment") is entered into effective as of February 14, 2008, by and between the City of
Round Rock ("City"), and Round Rock Baseball, Inc. "Round Rock Baseball"), and is as
follows:
Recitals
Whereas, City and Ryan Sanders Ryan, Inc., ("RSR") entered into that one certain
Convention Center Complex Lease Agreement ("Lease Agreement,") which was dated the 20th
day of January, 1999, and
Whereas, City and RSR entered into that one certain Assignment of Convention Center
Lease Agreement and Master Agreement Regarding Convention Center Complex Development
("Assignment") which was dated the 29th day of March, 1999, whereby RSR's rights and
interests in the Lease Agreement were assigned to Round Rock Baseball, and
Whereas, City and Round Rock Baseball entered into that one certain First Amendment
to the Convention Center Complex Lease Agreement, which was dated October 14, 1999,
whereby the term of the Lease was extended, and
Whereas, City and Round Rock Baseball wish to amend and revise the aforesaid Lease
Agreement as provided below,Now Therefore;
For and In Consideration of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration, the sufficiency of which is hereby acknowledged by the undersigned, the
City and Round Rock Baseball do hereby amend and modify the aforesaid Agreements as
follows:
I.
Section 3.2 of the Lease Agreement is hereby amended to read as follows:
Section 3.2. Term. The term (the "Term") of this Lease shall commence
upon the Commencement Date and shall continue through the day which is sixty
(60) days after the conclusion of the last home game(regular season or playoff, as
the case may be) conducted by Lessee in the Leased Premises during the fortieth
(40th) full baseball season after the Commencement Date, or until the expiration
of the option period if exercised under Section 3.4, unless earlier terminated in
accordance with the terms hereof.
EXHIBIT
00129469
"All
II.
Section 3.4 of the August Agreement is hereby amended to read as follows:
Section 3.4. Option to Extend; Rentals Beyond Term. Lessee shall have
the right and option to extend the Term of this Lease for one additional extended
period of 10 years upon receipt of the following: (i) written notice delivered to the
Lessor on or before September 30, 2038 stating the Lessee's intent to exercise the
option and (ii) an opinion of bond counsel for the Lessor that the extension
pursuant to the terms of this Lease will not adversely affect the tax exempt status
of any debt issued related to the Convention Center. In the event the Lessee
exercises such option, Lessee shall pay to Lessor an annual rental during the
extended period without demand, in an amount equal to the annual fair market
rental value, as of the first day of the extended period, of all buildings, fixtures, or
other improvements then located upon the Land (excluding the equipment and
fixtures installed by Lessee) as encumbered by the then existing improvements
agreed upon by Lessor and Lessee. If Lessor and Lessee have failed to agree
upon the annual fair market rental value within sixty (60) days after Lessee's
delivery of such notice, the parties shall submit the dispute to mediation in
accordance with the Section 1.14 below with each party submitting to the
mediator such party's determination of the annual fair market rental value of the
Land, and the mediator selecting from such submittals the annual fair market
rental value. The mediator shall select either the Lessor's submittal or the
Lessee's submittal, whichever, in the opinion of the mediator, is closest to the
mediator's determination of fair market rental value. The decision of the
mediator shall be final.
III.
To the extent necessary to effect the terms and provisions of this Second Amendment, the
Lease Agreement is hereby amended and modified. In all other respects, the aforesaid Lease
Agreement is hereby ratified and confirmed.
In Witness Whereof, the parties hereto have caused this Second Amendment to be
executed by their proper, duly authorized officers, all as the day and year first above set forth.
ATTEST: CITY OF ROUND ROCK:
By:
Sara L. White, City Secretary Nyle Maxwell, Mayor
Date:
2
APPROVED AS TO FORM: ROUND ROCK BASEBALL, INC.
By:
Stephan L. Sheets, City Attorney Reid Ryan, President
Date:
3
RESOLVED this 14th day of Febru 00
W L, Mayor
City of ound Rock, Texas
ATTEST:
4�j� W'v•
RL�-
SARA L. WHITE, City Secretary
2
EXECUTED
DOCUMENT
FOLLOW
S
SECOND AMENDMENT TO THE
CONVENTION CENTER COMPLEX
LEASE AGREEMENT
This Second Amendment to the Convention Center Complex Lease Agreement ("Second
Amendment") is entered into effective as of February 14, 2008, by and between the City of
Round Rock ("City"), and Round Rock Baseball, Inc. "Round Rock Baseball"), and is as
follows:
Recitals
Whereas, City and Ryan Sanders Ryan, Inc., ("RSR") entered into that one certain
Convention Center Complex Lease Agreement ("Lease Agreement,") which was dated the 201h
day of January, 1999, and
Whereas, City and RSR entered into that one certain Assignment of Convention Center
Lease Agreement and Master Agreement Regarding Convention Center Complex Development
("Assignment") which was dated the 29th day of March, 1999, whereby RSR's rights and
interests in the Lease Agreement were assigned to Round Rock Baseball, and
Whereas, City and Round Rock Baseball entered into that one certain First Amendment
to the Convention Center Complex Lease Agreement, which was dated October 14, 19995
whereby the term of the Lease was extended, and
Whereas, City and Round Rock Baseball wish to amend and revise the aforesaid Lease
Agreement as provided below, Now Therefore;
For and In Consideration of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration, the sufficiency of which is hereby acknowledged by the undersigned, the
City and Round Rock Baseball do hereby amend and modify the aforesaid Agreements as
follows:
I.
Section 3.2 of the Lease Agreement is hereby amended to read as follows:
Section 3.2. Term. The term (the "Term") of this Lease shall commence
upon the Commencement Date and shall continue through the day which is sixty
(60) days after the conclusion of the last home game (regular season or playoff, as
the case may be) conducted by Lessee in the Leased Premises during the fortieth
(40th) full baseball season after the Commencement Date, or until the expiration
of the option period if exercised under Section 3.4, unless earlier terminated in
accordance with the terms hereof.
00129469
II.
Section 3.4 of the August Agreement is hereby amended to read as follows:
Section 3.4. Option to Extend; Rentals Beyond Term. Lessee shall have
the right and option to extend the Term of this Lease for one additional extended
period of 10 years upon receipt of the following: (i) written notice delivered to the
Lessor on or before September 30, 2038 stating the Lessee's intent to exercise the
option and (ii) an opinion of bond counsel for the Lessor that the extension
pursuant to the terms of this Lease will not adversely affect the tax exempt status
of any debt issued related to the Convention Center. In the event the Lessee
exercises such option, Lessee shall pay to Lessor an annual rental during the
extended period without demand, in an amount equal to the annual fair market
rental value, as of the first day of the extended period, of all buildings, fixtures, or
other improvements then located upon the Land (excluding the equipment and
fixtures installed by Lessee) as encumbered by the then existing improvements
agreed upon by Lessor and Lessee. If Lessor and Lessee have failed to agree
upon the annual fair market rental value within sixty (60) days after Lessee's
delivery of such notice, the parties shall submit the dispute to mediation in
accordance with the Section 1.14 below with each party submitting to the
mediator such party's determination of the annual fair market rental value of the
Land, and the mediator selecting from such submittals the annual fair market
rental value. The mediator shall select either the Lessor's submittal or the
Lessee's submittal, whichever, in the opinion of the mediator, is closest to the
mediator's determination of fair market rental value. The decision of the
mediator shall be final.
III.
To the extent necessary to effect the terms and provisions of this Second Amendment, the
Lease Agreement is hereby amended and modified. In all other respects, the aforesaid Lease
Agreement is hereby ratified and confirmed.
In Witness Whereof, the parties hereto have caused this Second Amendment to be
executed by their proper, duly authorized officers, all as the day and year first above set forth.
ATTEST: CITY OYxwell,
R
Sara . White, City Secretary By.
ayor
Date: • vQ)
2
APPR ED A TO F RM: ROUN U� BASEBALL, INC.
Stephan . Sheets, City Attorney Rei Rya , sident
Date: 3�a
3