Loading...
R-06-06-08-10A1 - 6/8/2006RESOLUTION NO. R -06-06-08-10A1 WHEREAS, in January of 1987, the City of Round Rock, Texas ("City"), L&N Land Corp., and Williamson County Municipal Utility District No. 9 ("MUD") entered into a Water and Wastewater Agreement, which addressed, among other matters, the construction of a fire station; and WHEREAS, a dispute has arisen among the City, Vista Development Associates Limited Partnership ("VDALP"), the current owners, and MUD, regarding the ownership of Lot 72, Block E, Vista Oaks Section 2A, Phase II, Vista Oaks Development, Williamson County, Texas (the "Lot"); and WHEREAS, an additional dispute has arisen over VDALP's obligation, if any, to construct a fire station on the Lot, or elsewhere for the benefit of the City; and WHEREAS, a proposal has been made to settle the dispute on terms acceptable to the City, and WHEREAS, the City Council wishes to authorize the Mayor to execute a Settlement Agreement for the above referenced matter, 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 Final Compromise Settlement Agreement and Release, a copy of same being attached hereto as Exhibit "A" and incorporated herein. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this WPFDesktop\:.0DMF.;WORLDOX/O:iWDOX/RESOLVTI/R60608A1.WPD/Ymc 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 thi s 8th day of June, 2006 ATTEST NYL W . ', ayor Ci y .f Round Rock, Texas CHRISTINE R. MARTINEZ, City Secretary wPFDesktop\.:ODMA/WORLDOX/0 WDOX/RESOLOTI/R60608A1.WPD/rmc 2 FINAL COMPROMISE SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement is made by and among the City of Round Rock, Texas ("City"), Williamson County Municipal Utility District No. 9 ("MUD") and Vista Development Associates Limited Partnership ("VDALP"). WHEREAS a dispute has arisen by and among the City, the MUD and VDALP regarding the ownership of Lot 72, Block E, Vista Oaks Section 2A, Phase II, Vista Oaks Development, Williamson County, Texas (the "Lot"); and WHEREAS, an additional dispute has arisen over VDALP's obligation, if any, to construct a fire station on the Lot, or elsewhere, for the benefit of the City; and WHEREAS, VDALP denies that it has any liability to the City or the MUD with respect to the Lot or the fire station; and WHEREAS, the City, the MUD and VDALP have now reached a settlement concerning all of the claims which have been made or could have been made with respect to the Lot and fire station and in connection therewith have agreed that the settlement should be memorialized in this Agreement; and WHEREAS, this Agreement is made solely for the purpose of avoiding litigation and should not be construed as an admission of liability by any party; NOW THEREFORE, in consideration of the premises and mutual promises and undertakings provided for herein, the Parties agree as follows: 1. Consideration. In full and final settlement of all of the claims of the City and the MUD, VDALP agrees to convey the Lot to the City by Quit Claim Deed in the FINAL COMPROMISE SETTLEMENT AGREEMENT AND RELEASE — Page 1 756257_1.0 b .0 EXHIBIT form attached hereto as Exhibit A. VDALP shall have no responsibility for recording the Quit Claim Deed or otherwise perfecting title to the Lot in the City. 2. Mutual Releases. The City and the MUD, on behalf of each of them and their respective predecessors, successors, officers, directors, attorneys and assigns, do hereby release and forever discharge VDALP and its affiliates, subsidiaries, officers, partners, and agents including, without limitation, attorneys, advisors and other professionals, successors and employees (the "VDALP parties") from any claim, demand or cause of action asserted, or which could have been asserted, in connection with the Lot and fire station; and the City and the MUD hereby covenant not to sue the VDALP parties on the basis of any events that have occurred prior to the execution of this regarding the Lot and fire station. The VDALP parties similarly release and forever discharge any and all such claims they have or might have against the City and the MUD, their respective affiliates, subsidiaries, officers, directors, attorneys and assigns regarding the Lot and fire station. 3. Authority to Sign. By their signatures below, the attorneys for the City, the MUD and VDALP represent that any person signing this Agreement in a representative capacity has full authority to act in that representative capacity and to bind the represented party to the terms of this Agreement. 4. Governing Laws. This Agreement is made and performable in Williamson County, Texas, and shall be construed in accordance with the laws of the State of Texas. FINAL COMPROMISE SETTLEMENT AGREEMENT AND RELEASE — Page 2 756257_1 5. No Duress. Each signatory to this Agreement has executed it freely and without duress, after having consulted with, or having had the opportunity to consult with, its attorneys of choice. 6. Entire Agreement; Intent to be Bound. This document constitutes the full, complete and final statement of the Agreement and understanding of the parties as to all terms, conditions and understandings relating to this Agreement. It supersedes any and all prior agreements, arrangements or understandings between the parties on all subjects in any way related to the subject of this Agreement. No promises, oral understandings, statements or inducements contrary to or inconsistent with the terms of this Agreement exist, and no warranties, representations or undertakings are made by the parties hereto except as are expressly provided herein. The Agreement may not be varied or modified, except by a writing signed by the parties hereto. 7. Invalid Provisions. If any provision of this Agreement is held invalid or unenforceable by any court or tribunal, for any reason, the rest of the Agreement shall not be invalid but shall be enforced as written in harmony with the purpose of this Agreement, and the parties shall use their reasonable efforts to find and employ a valid and enforceable alternative means of achieving the same or substantially the same result as that contemplated by the provision held invalid or unenforceable. 8. Counterparts. The Agreement may be executed contemporaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile copies of signatures shall be deemed original signatures. FINAL COMPROMISE SETTLEMENT AGREEMENT AND RELEASE — Page 3 756257_1 IN WITNESS WHEREOF, the parties have executed the Agreement as of the date of the last signature hereto. THE CITY OF ROUND ROCK, TEXAS By: Its: WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 9 By: Its: VISTA DEVELOPMENT ASSOCIATES, LIMITED PARTNERSHIP Tanglewood Dev t, Inc. its general part By: Name: Wallace Watson Its: President FINAL COMPROMISE SETTLEMENT AGREEMENT AND RELEASE — Page 4 756257_1 ATTORNEYS Steven L. Sheets Steets & Crossfield 309 East Main Street Round Rock, Texas 78664 ATTORNEYS FOR THE CITY Geronimta Rodriguez Leonard, Frost, Levin & VanCourt 817 Congress Avenue, Suite 1280 Austin, Texas 78701 ATTORNEYS F R THE MUD rry Gar and , Aldrich LLP 1130 Forth Worth Club Tower 777 Taylor Street Fort Worth, Texas 76102 ATTORNEYS FOR VDALP FINAL COMPROMISE SETTLEMENT AGREEMENT AND RELEASE — Page 5 756257_1 NOTICE OF CONFIDENTIALITY RIGHTS IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. 1 a 3 EXHIBIT IIAn GIFT DEED WITHOUT WARRANTY THE STATE OF TEXAS COUNTY OF WILLIAMSON KNOW ALL PERSONS BY THESE PRESENTS: THAT Vista Development Associates, L.P. ("Grantor"), does hereby GIVE, GRANT AND CONVEY unto the City of Round Rock, a municipal corporation existing under the Constitution and laws of the State of Texas ("Grantee"), the real property in Williamson County, Texas, described on Exhibit "A" attached hereto and incorporated herein by reference for all purposes, together with all and singular, the rights, privileges, and appurtenances pertaining to such real property, including any and all improvements and fixtures currently attached to and located thereon, if any (the "Property"). This Gift Deed is executed by Grantor and accepted by Grantee subject to all liens, claims, restrictions, covenants, and any other matter of whatsoever nature, if any, affecting the Property, but only to the extent to which the same are validly existing (herein collectively called the "Encumbrances"). TO HAVE AND TO HOLD the Property together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns forever, subject to the Encumbrances set forth above. This Gift Deed is made ON AN AS -IS BASIS, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED, IMPLIED, STATUTORY, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF TITLE (INCLUDING THOSE CONTAINED IN SECTION 5.023 OF THE TEXAS PROPERTY CODE), CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITNESS THIS EXECUTION HEREOF as of the day of , 2006. GRANTOR: VISTA DEVELOPMENT ASSOCIATES, L.P. By: Tanglewood Development, Inc., its general partner By: Name: Wallace Watson Title: President 756340_1 THE STATE OF TEXAS COUNTY OF TARRANT § § § This instrument was acknowledged before me on the day of May, 2006, by WALLACE WATSON, the President of Tanglewood Development, Inc., the general partner of Vista Development Associates, L.P., on behalf of such limited partnership. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of May, 2006. Notary Public, State of Texas Notary's Printed Name My commission expires: After recording return to: City of Round Rock 301 West Bagdad, Suite 210 Round Rock, Texas 78664 756340_1 2 EXHIBIT "A" Description of Property Lot 72, Block E, of Section 2A, Phase II, of Vista Oaks as shown on the plat thereof recorded under Document No. 9626139 in the Official Records of Williamson County, Texas. 756340_1 DATE: June 1, 2006 SUB5ECT: City Council Meeting - June 8, 2006 ITEM: 10.A.1. Consider a resolution authorizing the Mayor to execute the Final Compromise Settlement Agreement and Release from Vista Development Associates, LP to the City of Round Rock. Department: Legal Staff Person: Steve Sheets, City Attorney Justification: The City, the MUD and Vista Development Associates Limited Partnership (VDALP) have reached a tentative settlement concerning all of the claims of the parties with respect to the lot and the fire station. VDALP will convey title to Lot 72 to the City. VDALP will have no obligation to pay a portion of the cost of a fire station and the City will have no obligation to construct a fire station on the Lot. Funding: Cost: N/A Source of funds: N/A Outside Resources: N/A Background Information: In January of 1987, the City entered into a Water and Wastewater Agreement with L&N Land Corp., and Williamson County MUD No. 9. Among other things, the agreement contemplated that a fire station would be built on Lot 72, Block E, Vista Oaks Section 2A, Phase II, and Vista Oaks Development. A dispute has arisen between the City, The MUD and VDALP, the current owners of said Lot 72, regarding who has the responsibility to pay the cost of constructing the fire station. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS FINAL COMPROMISE SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement is made by and among the City of Round Rock, Texas ("City"), Williamson County Municipal Utility District No. 9 ("MUD") and Vista Development Associates Limited Partnership ("VDALP"). WHEREAS a dispute has arisen by and among the City, the MUD and VDALP regarding the ownership of Lot 72, Block E, Vista Oaks Section 2A, Phase II, Vista Oaks Development, Williamson County, Texas (the "Lot"); and WHEREAS, an additional dispute has arisen over VDALP's obligation, if any, to construct a fire station on the Lot, or elsewhere, for the benefit of the City; and WHEREAS, VDALP denies that it has any liability to the City or the MUD with respect to the Lot or the fire station; and WHEREAS, the City, the MUD and VDALP have now reached a settlement concerning all of the claims which have been made or could have been made with respect to the Lot and fire station and in connection therewith have agreed that the settlement should be memorialized in this Agreement; and WHEREAS, this Agreement is made solely for the purpose of avoiding litigation and should not be construed as an admission of liability by any party; NOW THEREFORE, in consideration of the premises and mutual promises and undertakings provided for herein, the Parties agree as follows: 1. Consideration. In full and final settlement of all of the claims of the City and the MUD, VDALP agrees to convey the Lot to the City by in the FINAL COMPROMISE SETTLEMENT AGREEMENT AND RELEASE — Page 1 756257_1 R-ob- Ob -08- 1041 form attached hereto as Exhibit A. VDALP shall have no responsibility for recording the Quit Claim Deed or otherwise perfecting title to the Lot in the City. 2. Mutual Releases. The City and the MUD, on behalf of each of them and their respective predecessors, successors, officers, directors, attorneys and assigns, do hereby release and forever discharge VDALP and its affiliates, subsidiaries, officers, partners, and agents including, without limitation, attorneys, advisors and other professionals, successors and employees (the "VDALP parties") from any claim, demand or cause of action asserted, or which could have been asserted, in connection with the Lot and fire station; and the City and the MUD hereby covenant not to sue the VDALP parties on the basis of any events that have occurred prior to the execution of this regarding the Lot and fire station. The VDALP parties similarly release and forever discharge any and all such claims they have or might have against the City and the MUD, their respective affiliates, subsidiaries, officers, directors, attorneys and assigns regarding the Lot and fire station. 3. Authority to Sign. By their signatures below, the attorneys for the City, the MUD and VDALP represent that any person signing this Agreement in a representative capacity has full authority to act in that representative capacity and to bind the represented party to the terms of this Agreement. 4. Governing Laws. This Agreement is made and performable in Williamson County, Texas, and shall be construed in accordance with the laws of the State of Texas. FINAL COMPROMISE SETTLEMENT AGREEMENT AND RELEASE — Page 2 756257_1 5. No Duress. Each signatory to this Agreement has executed it freely and without duress, after having consulted with, or having had the opportunity to consult with, its attorneys of choice. 6. Entire Agreement; Intent to be Bound. This document constitutes the full, complete and final statement of the Agreement and understanding of the parties as to all terms, conditions and understandings relating to this Agreement. It supersedes any and all prior agreements, arrangements or understandings between the parties on all subjects in any way related to the subject of this Agreement. No promises, oral understandings, statements or inducements contrary to or inconsistent with the terms of this Agreement exist, and no warranties, representations or undertakings are made by the parties hereto except as are expressly provided herein. The Agreement may not be varied or modified, except by a writing signed by the parties hereto. 7. Invalid Provisions. If any provision of this Agreement is held invalid or unenforceable by any court or tribunal, for any reason, the rest of the Agreement shall not be invalid but shall be enforced as written in harmony with the purpose of this Agreement, and the parties shall use their reasonable efforts to find and employ a valid and enforceable alternative means of achieving the same or substantially the same result as that contemplated by the provision held invalid or unenforceable. 8. Counterparts. The Agreement may be executed contemporaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile copies of signatures shall be deemed original signatures. FINAL COMPROMISE SETTLEMENT AGREEMENT AND RELEASE — Page 3 756257_1 IN WITNESS WHEREOF, the parties have executed the Agreement as of the date of the last signature hereto. THE CITY OF ROUND ROCK, TEXAS By: Its: WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 9 By: }. Its: VISTA DEVELOPMENT ASSOCIATES, LIMITED PARTNERSHIP Tanglewood Dev 1. i pme � t, Inc. its general part By: Name: Its: Wallace Watson President FINAL COMPROMISE SETTLEMENT AGREEMENT AND RELEASE — Page 4 756257_1 ATTORNEYS Steven ' Sheets Steets & Crossfield 309 East Main Street Round Rock, Texas 78664 ATTORNEYS FOR THE CITY 40111k.- 411( :1 : imea Ro I riguez Leonard, Frost, Levin & VanCo 817 Congress Avenue, Suite 1280 Austin, Texas 78701 ATTORNEYS FAIR THE MUD Aar rry Gar and . - , Aldrich LLP 1130 Forth Worth Club Tower 777 Taylor Street Fort Worth, Texas 76102 ATTORNEYS FOR VDALP FINAL COMPROMISE SETTLEMENT AGREEMENT AND RELEASE — Page 5 756257_1 NOTICE OF CONFIDENTIALITY RIGHTS IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. GIFT DEED WITHOUT WARRANTY THE STATE OF TEXAS KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF WILLIAMSON THAT Vista Development Associates, L.P. ("Grantor"), does hereby GIVE, GRANT AND CONVEY unto the City of Round Rock, a municipal corporation existing under the Constitution and laws of the State of Texas ("Grantee"), the real property in Williamson County, Texas, described on Exhibit "A" attached hereto and incorporated herein by reference for all purposes, together with all and singular, the rights, privileges, and appurtenances pertaining to such real property, including any and all improvements and fixtures currently attached to and located thereon, if any (the "Property"). This Gift Deed is executed by Grantor and accepted by Grantee subject to all liens, claims, restrictions, covenants, and any other matter of whatsoever nature, if any, affecting the Property, but only to the extent to which the same are validly existing (herein collectively called the "Encumbrances"). TO HAVE AND TO HOLD the Property together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns forever, subject to the Encumbrances set forth above. This Gift Deed is made ON AN AS -IS BASIS, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED, IMPLIED, STATUTORY, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF TITLE (INCLUDING THOSE CONTAINED IN SECTION 5.023 OF THE TEXAS PROPERTY CODE), CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 756340_1 WITNESS THIS EXECUTION HEREOF as of the "day of , 2006. GRANTOR: VISTA DEVELOPMENT ASSOCIATES, L.P. By: Tanglewood Deve ent, In its general popt el/ e / EXHIBIT By: Name. Title: Wallace Watson President THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on the 9 day of May, 2006, by WALLACE WATSON, the President of Tanglewood Development, Inc., the general partner of Vista Development Associates, L.P., on behalf of such limited partnership. day of May, 2006. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the DONNA E HEINRICH Notary Public STATE OF TEXAS My Comm Exp 02/24/2010 After recording return to: City of Round Rock 301 West Bagdad, Suite 210 Round Rock, Texas 78664 756340_1 2 Notary Public, State of Texas D&Mw1 £. I -I E /ivf 1 C N Notary's Printed Name My commission expires: 0- ay - ao / EXHIBIT "A" Description of Property Lot 72, Block E, of Section 2A, Phase II, of Vista Oaks as shown on the plat thereof recorded under Document No. 9626139 in the Official Records of Williamson County, Texas. 756340_1