R-00-07-25-13B1 - 7/25/2000RESOLUTION NO. R- 00- 07- 25 -13B1
WHEREAS, the City of Round Rock is the owner of Lot 1, Round
Rock Express Subdivision, Section One, a subdivision within the
City of Round Rock, Williamson County ( "Property "), and
WHEREAS, on October 14, 1999 the City Council adopted
Resolution No. 99- 10- 14 -13E2 expressing its desire to exchange said
Property for land along Chandler Creek which would be suitable for
parkland, and
WHEREAS, said Resolution also authorized and directed the
City Manager to cause notice to be published in accordance with
Chapter 272, Local Government Code, to solicit offers to exchange
the Property, and
WHEREAS, in accordance with Section 272.001 of the Local
Government Code, proposals for the exchange of the Property were
solicited and received, and
WHEREAS,RRE Investors, L.P. has submitted the best proposal,
Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS
That the proposal of RRE Investors, L.P. is hereby accepted as
the best proposal and the mayor is hereby authorized to execute an
Exchange Agreement with RRE Investors, L.P., a copy of which is
R:\ HPOOCS \RRSOLUTI \R00025R1.NP0/ec
attached as Exhibit "A ", and all closing documents related to the
exchange.
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, and the Act.
RESOLVED this 25th day of July, 2000.
ATTEST:
E LAND, City Secretary
2
R C L T A. STLUKAUJR. , Mayor
City of Round Rock, Texas
REAL PROPERTY EXCHANGE AGREEMENT
THIS REAL PROPERTY EXCHANGE AGREEMENT ( "Agreement ") dated
August )1-1 , 2000, is between the City of Round Rock, Texas referred
to in this Agreement as "CITY" and RRE Investors, L.P. referred to
in this agreement as "RRE ".
In consideration of the premises, mutual covenants, and
agreements contained in this Agreement, CITY and RRE covenant and
agree as follows:
ARTICLE 1
EXCHANGE
Agreement to Exchange City's Property
1.01. Subject to the terms, provisions, and conditions set
forth in this Agreement, CITY agrees to convey to RRE the property
described as follows:
Lot 1, Round Rock Express Subdivision, Section One, a
subdivision within the CITY of Round Rock, Williamson
County, Texas as recorded in Cabinet S, Slide 156, Plat
Records of Williamson County, Texas;
together with all and singular the rights and appurtenances
pertaining to the property to be conveyed to RRE, including any
right, title, and interest of CITY in and to adjacent streets,
alleys, or rights -of -way, and any improvements, fixtures, and
personal property situated on and attached to the property to be
conveyed to RRE (all of the property, rights, and appurtenances
that CITY agrees to convey referred to as "Property A ").
Agreement to Exchange RRE's Property
1.02. Subject to the terms, provisions, and conditions set
forth in this Agreement, RRE agrees to convey to CITY the property
described as follows:
Lot 4, Round Rock Express Subdivision, Section One, a
subdivision within the CITY of Round Rock, Williamson
County, Texas as recorded in Cabinet S, Slide 156, Plat
Records of Williamson County, Texas;
1
together with all and singular the rights and appurtenances
pertaining to the property to be conveyed to CITY, any right,
title, and interest of RRE in and to adjacent streets, alleys, or
rights -of -way, and any improvements, fixtures, and personal
property situated on and attached to the property to be conveyed to
CITY (all of the property, rights, and appurtenances that RRE
agrees to convey referred to as "Property B ").
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF CITY
CITY represents and warrants to RRE the following:
Organization
2.01. CITY is a home rule municipal corporation validly
existing under the laws of the state of Texas.
Power and Authority
2.02. CITY has all requisite power and authority to carry on
its business as presently conducted, to enter into this Agreement,
and to perform its obligations under this Agreement, including the
conveyance described in Paragraph 1.01. The execution, delivery,
and performance of this Agreement and the transactions described in
this Agreement have been duly and validly authorized by all
requisite action on the part of CITY. The execution, delivery, and
performance of this Agreement and the transactions described in
this Agreement will not violate or be in conflict with any
provision of the governing documents of CITY, or any provision of
any agreement or instrument to which CITY is a party or by which
CITY is bound, or any statute, law, rule, regulation, judgment,
decree, order, writ, or injunction applicable to CITY.
Binding Obligation
2.03. This Agreement has been duly executed and delivered on
behalf of CITY. This Agreement constitutes a legal, valid, and
binding obligation of CITY.
2
Parties in Possession
2.04. Except for CITY, there are no parties in possession of
any portion of Property A, whether as lessees, tenants at
sufferance, trespassers, or otherwise.
Legal Actions
2.05. No suit, action, or other proceeding, including,
without limitation, a condemnation or similar proceeding or
assessment, is pending or threatened in any court or governmental
agency against all or any part of Property A.
Contracts and Agreements
2.06. There are no contracts or agreements to which CITY is a
party that affect the value or marketability of Property A other
than as filed for record.
Compliance With Law
2.07. CITY has complied with all applicable laws, ordinances,
regulations, statutes, rules, and restrictions relating to all or
any part of Property A.
Real Estate Commissions
2.08. CITY has not incurred any liability for brokerage fees
or agents' commissions in connection with this agreement.
Validity at Closing
2.09. The representations and warranties of CITY shall be true
on the date of the Closing.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF RRE
RRE represents and warrants to the CITY the following:
3
Organization
3.01. RRE is a corporation duly organized, validly existing,
and in good standing under the laws of the state of Texas, duly
qualified to carry on its business in the state of Texas.
Power and Authority
3.02. RRE has all requisite power and authority to carry on
its business as presently conducted, to enter into this Agreement,
and to perform its obligations under this Agreement, including the
conveyance described in Paragraph 1.02. The execution, delivery,and
performance of this Agreement and the transactions described in
this Agreement have been duly and validly authorized by all
requisite action on the part of RRE. The execution, delivery, and
performance of this Agreement and the transactions described in
this Agreement will not violate or be in conflict with any
provision of the articles of incorporation, bylaws, or governing
documents of RRE, or any provision of any agreement or instrument
to which RRE is a party or by which RRE is bound, or any statute,
law, rule, regulation, judgment, decree, order, writ, or injunction
applicable to RRE.
Binding Obligation
3.03. This Agreement has been duly executed and delivered on
behalf of RRE. This Agreement constitutes a legal, valid, and
binding obligation of RRE.
Parties in Possession
3.04. Except for RRE, there are no parties in possession of
any portion of Property B, whether as lessees, tenants at
sufferance, trespassers, or otherwise.
Legal Actions
3.05. No suit, action, or other proceeding, including,
without limitation, a condemnation or similar proceeding or
assessment, is pending or threatened in any court or governmental
agency against all or any part of Property B.
4
Contracts and Agreements
3.06. There are no contracts or agreements to which RRE is a
party that affect the value or marketability of Property B other
than as filed for record.
Compliance With Law
3.07. RRE has complied with all applicable laws, ordinances,
regulations, statutes, rules, and restrictions relating to all or
any part of Property B.
Real Estate Commissions
3.08. RRE has not incurred any liability for brokerage fees or
agents' commissions in connection with this agreement.
Validity at Closing
3.09. The representations and warranties of RRE shall be true
on the date of the Closing.
ARTICLE 4
TITLE TO PROPERTY A
Title Examination
4.01. Within twenty (20) days of the date of this Agreement,
CITY shall cause to be delivered to RRE a preliminary title report
covering Property A prepared by Alamo Title Company.
Title Defects
4.02. Within five (5) days of the date of the receipt of the
preliminary title report, RRE shall notify CITY in writing of all
title defects pertaining to Property A. CITY shall use all
reasonable efforts to cure or eliminate all defects identified by
RRE. If CITY is unable to cure any defect by the closing date, RRE
shall notify CITY of RRE's election to terminate this Agreement or
to waive the remaining defects and proceed with the Closing
provided in Article 6. In the event that a party fails to comply
with a provision in this paragraph, the other party may elect to
5
terminate this Agreement or to waive the failure and proceed with
the Closing provided in Article 6.
ARTICLE 5
TITLE TO PROPERTY B
Title Examination
5.01. Within twenty (20) days of the date of this Agreement,
RRE shall cause to be delivered to CITY a preliminary title report
covering Property B prepared by Alamo Title Company.
Title Defects
5.02. Within five (5) days of the receipt of the preliminary
title report, CITY shall notify RRE in writing of all title defects
pertaining to Property A. RRE shall use all reasonable efforts to
cure or eliminate all defects identified by CITY. If RRE is unable
to cure any defect by the closing date, CITY shall notify RRE of
CITY's election to terminate this Agreement or to waive the
remaining defects and proceed with the Closing provided in Article
6. In the event that a party fails to comply with a provision in
this paragraph, the other party may elect to terminate this
Agreement or to waive the failure and proceed with the Closing
provided in Article 6.
ARTICLE 6
CLOSING
Conditions to CITY's Obligations at Closing
6.01. The obligations of CITY at the Closing are subject to
the satisfaction of the following conditions:
(a) all representations and warranties of RRE in this
Agreement shall be true in all material respects; and
(b) RRE shall have performed and satisfied all covenants and
agreements required by this Agreement in all material respects.
6
Conditions to RRE's Obligations at Closing
6.02. The obligations of RRE at the Closing are subject to the
satisfaction of the following conditions:
(a) all representations and warranties of CITY in this
Agreement shall be true in all material respects;
(b) CITY shall have performed and satisfied all covenants and
agreements required by this Agreement in all material respects.
Date of Closing
6.03. Subject to the conditions of Paragraphs 6.01 and 6.02
and the termination provisions of Article 8, the closing
( "Closing ") shall occur forty -five (45) days after the date of this
Agreement.
Place of Closing
6.04. The Closing shall be held at the offices of Alamo Title,
1717 N. IH 35, Round Rock, Texas.
Obligations at Closing
6.05. At the Closing the following events shall occur, each
being a condition precedent to the other events and each being
deemed to have occurred simultaneously with the other events:
(a) CITY shall deliver to RRE a duly executed and acknowledged
special warranty deed in a form acceptable to RRE's counsel
conveying good and marketable title in fee simple to all of
Property A, 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 CITY pursuant to
paragraph 4.02 hereof; and
7
(b) CITY shall deliver to RRE a Texas Owner's Title Policy at
CITY's sole expense, issued by Alamo Title Company in RRE's favor
in the full amount of the value of Property A, insuring RRE's fee
simple title to Property A subject only to those title exceptions
listed in subparagraph (a) above, and the standard printed
exceptions contained in the usual form of Texas Owner's Title
Policy, provided, however:
A.
(iii) exceptions approved by CITY in writing.
(i) the exception as to restrictive covenants
shall be endorsed "None of Record "; and
(ii) the exception as to the lien for taxes shall
be limited to the year of closing.
(c) CITY shall deliver to RRE exclusive possession of Property
(d) RRE shall deliver to CITY a duly executed and acknowledged
special warranty deed in a form acceptable to CITY's counsel
conveying good and marketable title in fee simple to all of
Property B, 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 RRE pursuant to
paragraph 4.02 hereof; and
(iii) exceptions approved by RRE in writing.
(e) RRE shall deliver to CITY a Texas Owner's Title Policy at
CITY's sole expense, issued by Alamo Title Company in CITY's favor
in the full amount of the value of Property B, insuring CITY's fee
simple title to Property B subject only to those title exceptions
listed in subparagraph (d) above, and the standard printed
exceptions contained in the usual form of Texas Owner's Title
Policy, provided, however:
8
B.
(i)
general real estate taxes for the year of
closing and subsequent years not yet due and
payable;
(ii) any exceptions approved by CITY pursuant to
paragraph 4.02 hereof; and
(iii) exceptions approved by CITY in writing.
(f) RRE shall deliver to CITY exclusive possession of Property
ARTICLE 7
REAL ESTATE COMMISSIONS
7.01. It is understood and agreed that there are no brokers
involved in the negotiation and completion of this Agreement.
ARTICLE 8
TERMINATION OF AGREEMENT
Termination by CITY
8.01. CITY may terminate this Agreement in the event the
conditions stated in Paragraph 6.01 have not been satisfied in all
material respects or waived on the date of the Closing.
Termination by RRE
8.02. RRE may terminate this Agreement in the event the
conditions stated in Paragraph 6.02 have not been satisfied in all
material respects or waived on the date of the Closing.
ARTICLE 9
MISCELLANEOUS
Assignment of Contract
9.01. This Agreement may not be assigned without the prior
written consent of the other party.
9
(b) to RRE:
Survival of Provisions
9.02. The representations, warranties, and agreements of
Articles 2 and 3, shhall survive and shall not be merged in the
Closing.
Notices
9.03. Any notice required or permitted under this Agreement
shall be in writing and shall be deemed to have been made when
personally delivered, or if mailed, when received by the following
person at the indicated address:
(a) to CITY: Stephan L. Sheets
City Attorney
309 E. Main St.
Round Rock, Texas 78664, and
Reid Ryan
3400 Palm Valley Blvd.
Round Rock, Texas 78664
Applicable Law
9.04. This Agreement shall be governed by and construed in
accordance with the laws of the state of Texas.
Parties Bound
9.05. This Agreement shall be binding on and inure to the
benefit of the parties to this Agreement and their respective
legal representatives, successors and assigns.
Severability of Provisions
9.06. To the extent permitted by law, a holding by any court
that any provision in this Agreement is invalid, illegal, or
unenforceable in any respect shall not affect any other provision,
and this Agreement shall be construed as if the invalid, illegal,
or unenforceable provision had never been a part of this Agreement.
10
No Limitation of Remedies
9.07. Nothing in this Agreement shall be construed to limit
any legal or equitable remedy of the parties.
Prior Agreements Superseded
9.08. This Agreement constitutes the entire understanding
between the parties and supersedes any prior negotiations,
discussions, agreements, and understandings between the parties
with respect to the subject matter of this Agreement.
Time of Essence
9.09. Time is of the essence in this Agreement.
Expenses
9.10. Except as otherwise provided in this Agreement, all
fees, costs, and expenses incurred in negotiating this Agreement or
completing the transactions described in this Agreement shall be
paid by the party incurring the fee, cost, or expense.
Amendments and Waivers
9.11. This Agreement may not be amended except in a writing
specifically referring to this Agreement and signed by CITY and
RRE. A right created under this Agreement may not be waived except
in a writing specifically referring to this Agreement and signed by
the party waiving the right.
Counterparts
9.12. This Agreement may be executed in counterparts. Each of
the counterparts shall be deemed an original instrument, but all of
the counterparts shall constitute one and the same instrument.
A
Executed 6L5, 2000.
11
CITY OF ROUND ROCK, TEXAS
By:
12
•t A. Stluk Jr., Mayor
RRE INVESTORS, L.P.
By: RRE Holdings, Inc., its General
Partner.
Reid Ry'a resident
EXHIBIT "A"
EXCHANGE OF REAL PROPERTY
(I)(We) the undersigned hereby submit this offer to exchange
real property with the City of Round Rock, Texas ( "City ") in
accordance with Chapter 272, Texas Local Government and in
accordance with the Notice of Intent to Exchange Real Property
published by the City.
The undersigned hereby offer(s) to exchange certain property
described as follpwsl.
Lod- 't 1 ` . 'c ,(ffess subs,` , 4S;011 5ec/'a'1 one,
CA 51/114'V-5.19)1 w( 74 : h _ c' -I - 1 o4 gek4.14A ge 1
lieti 1 C.496tebly C(roi,e4 (cb.5,5)''de-IS6
for City property described as Lot 1, Round Rock Express
Subdivision, Section One, a subdivision within the City of Round
Rock, Williamson County, Texas as recorded in Cabinet S, Slide 156,
Plat Records of Williamson County, Texas.
The undersigned understand(s) and agree(s) that upon
acceptance of this offer by the City that it will execute a written
agreement with the City to exchange said properties.
Dated this 14 day of June, 2000.
C, \MPOOCS \A CITY \P ROS14 \Rxchaage \bid wpd /a1s
(CORPORATE OWNER SIGNATURE BLOCK)
.�^(1)e54(9(L 2 -•i•
Corporate Name
By:
its, pies:4,4-i-
(INDIVIDUAL OWNER (S) SIGNATURE BLOCK)
DATE: July 20, 2000
SUBJECT: City Council Meeting — July 25, 2000
ITEM: 13.B.1. Consider a resolution accepting a bid and authorizing the Mayor to
execute a Real Property Exchange Agreement to exchange Lot 1,
Round Rock Express Subdivision, for Lot 4, Round Rock Express
Subdivision. Staff Resource Person: Jim Nuse, Public Works Director.
October 3, 2000
Mr. Reid Ryan
RRE Investors, L.P.
3400 Palm Valley Boulevard
Round Rock, TX 78664
Dear Mr. Ryan:
The Round Rock City Council approved Resolution No. R- 00- 07- 25 -13B1 at their
regularly scheduled meeting on July 25, 2000. This resolution approves the exchange
agreement of properties Lot 1, Round Rock Express Subdivision, Section One for Lot 4,
Round Rock Express Subdivision Section One.
Enclosed is a copy of the resolution and agreement for your files. If you have any
questions, please do not hesitate to contact Steve Sheets at 255 -8877.
Sincerely,
Christine Martinez
Assistant City Secretary
Enclosures
NOTICE OF INTENT TO EXCHANGE REAL PROPERTY
Notice is hereby given of the intent of the City of Round Rock, Texas, to exchange certain
real property in accordance with Chapter 272.001 et seq, Texas Local Government Code, Vernon's
Annotated Civil Statutes. Said exchange shall be pursuant to a sealed bid, which shall be opened on
the 19th day of June, 2000 at 2:00 P.M. at City Hall of the City of Round Rock, Texas, located at
221 East Main Street, Round Rock, Texas.
a) Description of Property to be Exchanged.
The legal description of the Property to be exchanged is Lot 1, Round Rock Express
Subdivision, Section One, a subdivision within the City of Round Rock, Williamson
County, Texas, as recorded in Cabinet S, Slide 156, Plat Records, Williamson County,
Texas, and is located approximately 220 feet east of US Hwy. 79 and Harrell Parkway.
b) Description of Property Sought.
The City desires to exchange the real property described in Section One, above, for the
following property or properties: Eight acres of land, more or less, abutting Old Settlors
Park, suitable for parkland, along Chandler Creek.
c) Method of Exchange.
The method of exchange shall be by sealed bid. All offers must be submitted on the form
entitled "EXCHANGE OF REAL PROPERTY ", available from the office of the City
Secretary at 221 East Main Street, Round Rock, Texas. The Offers to Exchange will be
received by the City Council of Round Rock, Texas, by sealed bid, on or before the 19th
day of June, 2000 at 2:00 P.M. at the City Secretary's office at City Hall of the City of
Round Rock, Texas, located at 221 East Main Street, Round Rock, Texas. Offers are to be
placed in a sealed envelope marked "OFFER OF EXCHANGE OF REAL PROPERTY ".
d) Reservation of Right to Reject.
The City of Round Rock, Texas, reserves the right to reject any and all bids.
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* * *** *** * * * * * ** -COMM. JOURNAL- * * * *** * * *** * * * ***** DATE MAY -31 -2000 ** *** TIME 15:35 '** P.01
MODE = MEMORY TRANSMISSION START = MAY -31 15:34 END = MAY -31 15:35
FILE NO.= 093
STN N0. COM ABER N0. STATION NAME/TEL.NO. PAGES DURATION
001 06 8 92460411 002/002 00:00'58"
-CITY OF ROUND ROCK -
***** * * * * * *** * * *** * * * * * * * * * * * * * * **** - 5122167097 - * * * ** - 5122187097- * * *** * * **
DATE:
ATTENTION:
COMPANY:
FAX #:
SUBJECT:
SENDER:
SENDER FAX #:
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
(512) 218-5400
Facsimile Transmission
May 31, 2000
Shannon Oseen - 246-0455 or
Debbie Porter — 246 -8592
Austin American Statesman
246 -0411
Notice for publication
Christine Martinez — Administration
218 -5404
218 -7097
You should receive ipage(s), including this cover sheet. If you do not receive all the pages,
please call the number above.
COMMENTS:
Please publish the following notice in two consecutive issues of the newspaper —
Saturday, June 3, 2000 and
Sunday, June 4, 2000
We understand that these two editions are not what we normally use for our notices, but due to
time constraints we will need to use them this time. The Account No. for Full Circulation Edition
is 5122185401. If you have any questions, please call.
Thank you
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