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HomeMy WebLinkAbout2020-4223 - Ordinance - 11/12/2020 ORDINANCE NO. 2020-4223 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS, EXCHANGING AN APPROXIMATELY ONE ACRE TRACT OF LAND ORIGINALLY ACQUIRED FOR STREETS AND OTHER PUBLIC PURPOSES WITH THE ABUTTING PROPERTY OWNER FOR AN APPROXIMATELY ONE ACRE TRACT OF LAND FOR STREETS AND OTHER PUBLIC PURPOSES BOTH TRACTS WHICH ARE LOCATED ON THE NORTHEAST SIDE OF STATE HIGHWAY 6 AND WITHIN 1000 FEET NORTH OF THE INTERSECTION OF STATE HIGHWAY 6 AND BARRON ROAD; DIRECTING THE CITY MANAGER TO EXECUTE THE CONVEYANCE NECESSITATED BY SUCH EXCHANGE; PROVIDING FOR SEVERALBILITY; AND CONTAINING OTHER PROVISIONS RELATED TO THE SUBJECT MATTER. WHEREAS, the City of College Station (“City”) owns property approximately 650 feet north of the intersection of Barron Road and State Highway 6 on the northeast side of State Highway 6 which property is further described in Exhibit “A” attached hereto and made a part hereof (sometimes hereinafter referred to as “City’s Property”); and WHEREAS, RCSZ Properties, LLC (“RCSZ”) is under contract to purchase the property which abuts the City’s immediately to the north which property is further described in Exhibit “B” attached hereto and made a part hereof (sometimes hereinafter referred to as “RCSZ’s Property”); and WHEREAS, the extension of Town Lake Drive from Midtown Drive to State Highway 6 is proposed to run through a portion of RCSZ’s Property; and WHEREAS, both the City and RCSZ Properties, LLC desire to exchange their respective approximately 1 acre parcels of property they own so that Town Lake Drive may be extended in the future within RCSZ’s Property, and so that RCSZ Properties, LLC may develop City’s Property in the future; and WHEREAS, pursuant to the requirements set forth in Section 272.001 Texas Local Government Code, the City has conducted appraisals of both parcels in order to establish fair market value and determined the appraised value of each parcel is the same; and WHEREAS, in accordance with Sections 272.001 and 253.001 Texas Local Government Code and other applicable law both the City and RCSZ desire to conduct an exchange of the parcels upon RCSZ purchasing the property containing one of the parcels to be exchanged; now therefore BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1: That the facts and recitations set forth in the preamble of this Ordinance are hereby declared true and correct. PART 2: That the City of College Station herein exchanges City’s Property which is an approximately 1 acre parcel of land that it owns in exchange for RCSZ’s Property which is also an approximately 1 acre parcel of land located on the tract which abuts City’s Property; both parcels which are further described in Exhibits “A” and “B” attached hereto and made a part hereof. PART 3: That both City and RCSZ Properties, LLC agree to conduct such exchange by entering into a Real Property Exchange Agreement as attached hereto as Exhibit “C” and which is made a part hereof. PART 4: That the City Manager is hereby directed to execute the Real Property Exchange Agreement attached hereto on behalf of the City, and to take any and all other reasonable action to give effect to this Ordinance including executing a special warranty deed conveying the City’s Property in accordance with the Real Property Exchange Agreement. PART 5: That this Ordinance shall not go into effect until the purchase by RCSZ Properties, LLC of the land abutting City’s which contains RCSZ’s Property to be exchanged as described and authorized in this Ordinance. PART 6: That conveyance by Special Warranty Deed of City’s Property to RCSZ Properties, LLC is expressly conditioned upon the conveyance by RCSZ Properties, LLC of RCSZ’s Property to City. PASSED, ADOPTED and APPROVED this 12th day of November, 2020. ATTEST: APPROVED: _____________________________ _____________________________ City Secretary Mayor APPROVED: _______________________________ City Attorney Exhibit “A” Exhibit “B” Exhibit “C” REAL PROPERTY EXCHANGE AGREEMENT THIS REAL PROPERTY EXCHANGE AGREEMENT (“Agreement”) dated ______________________ [date], is between the CITY OF COLLEGE STATION, TEXAS, a Texas Home Rule Municipality (referred to as “City”) and RCSZ PROPERTIES, LLC, an Illinois limited liability corporation (referred to as “RCSZ”) regarding an exchange of properties among the two parties. In consideration of the premises, mutual covenants, and agreements contained in this Agreement, CITY and RCSZ covenant and agree as follows: ARTICLE 1 EXCHANGE Agreement to Exchange 1.01. Subject to the terms, provisions, and conditions set forth in this Agreement, CITY agrees to convey to RCSZ an approximately one acre tract of land situated on the northeast side of State Highway 6 approximately 650 feet north of its intersection with Barron Road as further described by metes and bounds in Exhibit “A” attached to and made a part of this Agreement, together with all and singular the rights and appurtenances pertaining to the property to be conveyed to RCSZ, 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 RCSZ (all of the property, rights, and appurtenances that CITY agrees to convey referred to as “Property A”). Subject to the terms, provisions, and conditions set forth in this Agreement, RCSZ agrees to convey to CITY an approximately one acre tract of land situated on the northeast side of State Highway 6 approximately 1000 feet north of its intersection with Barron Road as further described by metes and bounds in Exhibit “B” attached to and made a part of this Agreement, together with all and singular the rights and appurtenances pertaining to the property to be conveyed to CITY, any right, title, and interest of RCSZ 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 RCSZ agrees to convey referred to as “Property B”). Value of Property A and Property B 1.02. Pursuant to appraisals conducted by a certified appraiser on or about July 1, 2020, for the CITY for both properties, the parties agree that the value of Property A is equal to the value of Property B for purposes of this Agreement so that there shall be no exchange of money in addition to the exchange of property pursuant to the terms and conditions herein. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF CITY CITY represents and warrants to RCSZ the following: Organization 2.01. CITY is a home rule municipality 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 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 CITY’s charter 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. 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. Utilities 2.08. There are utilities available or nearby to Property A that are available for use by RCSZ. Access 2.09. Property A currently abuts and/or is adjacent to a public highway, street, or road, specifically State Highway 6. Zoning 2.10. Property A is zoned for GC General Commercial. Real Estate Commissions 2.11. CITY has not incurred any liability for brokerage fees or agents’ commissions in connection with this Agreement; and CITY agrees RCSZ is not responsible for the payment thereof at closing. Validity at Closing 2.12. The representations and warranties of CITY shall be true on the date of the Closing. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF RCSZ RCSZ represents and warrants to the CITY the following: Organization 3.01. RCSZ is a ______________________ limited liability corporation duly organized, validly existing, and in good standing under the laws of the state of ______________________ duly qualified to carry on its business in the state of Texas. Power and Authority 3.02. RCSZ 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 RCSZ. 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 any of its articles of incorporation, bylaws, or governing documents of RCSZ or any provision of any agreement or instrument to which RCSZ is a party or by which RCSZ is bound, or any statute, law, rule, regulation, judgment, decree, order, writ, or injunction applicable to RCSZ. Binding Obligation 3.03. This Agreement has been duly executed and delivered on behalf of RCSZ. This Agreement constitutes a legal, valid, and binding obligation of RCSZ. Parties in Possession 3.04. Except for RCSZ, 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. Contracts and Agreements 3.06. There are no contracts or agreements to which RCSZ is a party that affect the value or marketability of Property B other than as filed for record. Compliance With Law 3.07. RCSZ has complied with all applicable laws, ordinances, regulations, statutes, rules, and restrictions relating to all or any part of Property B. Utilities 3.08. There are utilities available or nearby to Property B that are available for use by CITY. Access 3.09. Property B currently abuts and/or is adjacent to a public highway, street, or road, specifically State Highway 6. Zoning 3.10. Property B is zoned C-3 Light Commercial and R Rural. Real Estate Commissions 3.11. RCSZ assumes all liability and costs associated with its use of a broker and such shall be the responsibility of RCSZ at closing. Validity at Closing 3.12. The representations and warranties of RCSZ shall be true on the date of the Closing. ARTICLE 4 SURVEY, INSPECTION, AND TITLE TO PROPERTY A Survey 4.01. Within thirty (30) days of the date of this Agreement, CITY shall deliver to RCSZ at CITY’s sole cost and expense a current survey of Property A prepared and stamped by a licensed surveyor or registered engineer mutually agreeable to CITY and RCSZ. The survey shall be staked on the ground. Inspection 4.02. Within thirty (30) days of the date of this Agreement, RCSZ shall have the right to: (a) enter and inspect all or any part of Property A; (b) conduct soil analysis, core drilling, or other tests of the surface or subsurface of Property A, provided that the tests do not unreasonably interfere with CITY’s use of Property A; and (c) conduct an inventory of all personal property and fixtures on Property A. CITY shall make all reasonable efforts to cooperate with RCSZ’s inspection of Property A. Title Examination 4.03. Within thirty (30) days of the date of this Agreement, CITY shall deliver to RCSZ copies of all title data in the possession of CITY, including, without limitation, title reports, title opinions, abstracts of title, ownership maps, and surveys pertaining to Property A. Within thirty (30) days of the date of this Agreement, CITY shall cause to be delivered to RCSZ a preliminary title report covering Property A prepared by University Title, 1021 University Drive East, College Station, Texas (the “Title Company”). Property Defects 4.04. Within thirty (30) days of the date of this Agreement, RCSZ shall notify CITY in writing of all defects pertaining to Property A. CITY shall use all reasonable efforts to cure or eliminate all defects identified by RCSZ. In the event that the notice of defects does not include any significant defects, as defined below, the parties may proceed with the Closing provided in Article 8. In the event that the notice of defects includes significant defects, CITY shall notify RCSZ within ten (10) days of receipt of the notice of defects specifying the acts taken to cure the significant defects and shall provide RCSZ with copies of all instruments pertaining to the cure of the significant defects. If no significant defect remains after the notice from CITY to RCSZ, the parties may proceed with the Closing provided in Article 8. If any significant defect remains after the notice from CITY to RCSZ, within ten (10) days after RCSZ’s receipt of notice from CITY, RCSZ shall notify CITY of RCSZ’s election to terminate this Agreement or to waive the remaining significant defects and proceed with the Closing provided in Article 8. 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 8. The term “significant defect” means an adverse and material lien, mortgage, claim, obligation, encumbrance, title defect, or condition, that, either alone or in combination with other defects, results in the unmarketability of title or that would unreasonably interfere with the intended use of the property. ARTICLE 5 SURVEY, INSPECTION, AND TITLE TO PROPERTY B Survey 5.01. Within thirty (30) days of the date of this Agreement, RCSZ shall deliver to CITY at RCSZ’s sole cost and expense a current plat of survey of Property B prepared by a licensed surveyor or registered engineer mutually agreeable to CITY and RCSZ. The survey shall be staked on the ground. Inspection 5.02. Within thirty (30) days of the date of this Agreement, CITY shall have the right to: (a) enter and inspect all or any part of Property B; (b) conduct soil analysis, core drilling, or other tests of the surface or subsurface of Property B, provided that the tests do not unreasonably interfere with RCSZ’s use of Property B; and (c) conduct an inventory of all personal property and fixtures on Property B. RCSZ shall make all reasonable efforts to cooperate with CITY’s inspection of Property B. Title Examination 5.03. Within thirty (30) days of the date of this Agreement, RCSZ shall deliver to CITY copies of all title data in the possession of RCSZ, including, without limitation, title reports, title opinions, abstracts of title, ownership maps, and surveys pertaining to Property B. Within thirty (30) days of the date of this Agreement, RCSZ shall cause to be delivered to CITY a preliminary title report covering Property B prepared by the Title Company. Property Defects 5.04. Within thirty (30) days of the date of this Agreement, CITY shall notify RCSZ in writing of all defects pertaining to Property B. RCSZ shall use all reasonable efforts to cure or eliminate all defects identified by CITY. In the event that the notice of defects does not include any significant defects, as defined below, the parties may proceed with the Closing provided in Article 8. In the event that the notice of defects includes significant defects, RCSZ shall notify CITY within ten (10) days of receipt of the notice of defects specifying the acts taken to cure the significant defects and shall provide CITY with copies of all instruments pertaining to the cure of the significant defects. If no significant defect remains after the notice from RCSZ to CITY, the parties may proceed with the Closing provided in Article 8. If any significant defect remains after the notice from RCSZ to CITY, within ten (10) days after CITY’s receipt of notice from RCSZ, CITY shall notify RCSZ of CITY’s election to terminate this Agreement or to waive the remaining significant defects and proceed with the Closing provided in Article 8. 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 8. The term “significant defect” means an adverse and material lien, mortgage, claim, obligation, encumbrance, title defect, or condition that, either alone or in combination with other defects, results in the unmarketability of title or unreasonably interferes with the intended use of the property. ARTICLE 6 USE OF PROPERTY Use of Property A 6.01. During the period from the date of this Agreement to the date of the Closing, CITY shall: (a) use all reasonable efforts to cause Property A to be used, maintained, and operated in a manner consistent with the use of Property A on the date of this Agreement; (b) not commence any activity on Property A except for emergencies, activities required by law, and activities required under contracts in existence on the date of this Agreement; (c) promptly notify RCSZ of any suit, action, or any legal proceeding involving all or any part of Property A that arises prior to the date of the Closing with respect to which CITY receives actual notice; and (d) promptly notify RCSZ of any matter that arises prior to the date of the Closing that materially affects the value of Property A with respect to which CITY becomes aware. Use of Property B 6.02. During the period from the date of this Agreement to the date of the Closing, RCSZ shall: (a) use all reasonable efforts to cause Property B to be used, maintained, and operated in a manner consistent with the use of Property B on the date of this Agreement; (b) not commence any activity except for emergencies, activities required by law, and activities required under contracts in existence on the date of this Agreement; (c) promptly notify CITY of any action, suit, or any legal proceeding involving all or any part of Property B that arises prior to the date of the Closing with respect to which RCSZ receives actual notice; and (d) promptly notify CITY of any matter that arises prior to the date of the Closing that materially affects the value of Property B with respect to which RCSZ becomes aware. ARTICLE 7 PROPERTY LOSS Loss of Property A 7.01. If all or any part of Property A is destroyed by fire or other casualty or is taken in condemnation or eminent domain proceedings prior to the Closing, RCSZ may elect to terminate this Agreement under Article 12 or, subject to the other provisions of this Agreement, to receive credit for the value of the loss and proceed with the Closing under Article 8. Loss of Property B 7.02. If all or any part of Property B is destroyed by fire or other casual ty or is taken in condemnation or eminent domain proceedings prior to the Closing, CITY may elect to terminate this Agreement under Article 12 or, subject to the other provisions of this Agreement, to receive credit for the value of the loss and proceed with the Closing under Article 8. ARTICLE 8 CLOSING Conditions to CITY’s Obligations at Closing 8.01. The obligations of CITY at the Closing are subject to the satisfaction of the following conditions: (a) all representations and warranties of RCSZ in this Agreement shall be true in all material respects; (b) RCSZ shall have performed and satisfied all covenants and agreements required by this Agreement in all material respects; and (c) CITY shall have received from RCSZ an “estoppel letter” or other indicia of approval signed by the holders of any existing indebtedness secured by Property B authorizing the exchange of property as set forth in this Agreement. Conditions to RCSZ’s Obligations at Closing 8.02. The obligations of RCSZ 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; and (b) CITY shall have performed and satisfied all covenants and agreements required by this Agreement in all material respects. Date of Closing 8.03. Subject to the conditions of Paragraphs 8.01 and 8.02 and the termination provisions of Article 12, the closing (“Closing”) shall occur thirty (30) days after the later of the dates that Paragraphs 4.04 and 5.04 authorize the parties to proceed with the Closing. In the event that the conditions of Paragraph 8.01 have not been satisfied on the scheduled date of the Closing, CITY may elect to extend the date of the Closing for a period of thirty (30) days. In the event that the conditions of Paragraph 8.02 have not been satisfied on the scheduled date of the Closing, RCSZ may elect to extend the date of the Closing for a period of thirty (30) days. Place of Closing 8.04. The Closing shall be held at the offices of the Title Company. Obligations at Closing 8.05. 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 RCSZ a duly executed and acknowledged special warranty deed in substantially the form as set forth in Exhibit “C” attached hereto and made a part hereof. (b) CITY shall deliver to RCSZ a Texas Owner’s Title Policy at CITY’s sole expense, issued by the Title Company in RCSZ’s favor in the full amount of the value of Property A determined under Paragraph 1.02, insuring RCSZ’s fee simple title to Property A subject only to those title exceptions listed in the special warranty deed referenced in subparagraph (a) above, and the standard printed exceptions contained in the usual form of Texas Owner’s Title Policy. , provided, however: (c) CITY shall deliver to RCSZ exclusive possession of Property A. (d) RCSZ shall deliver to CITY a duly executed and acknowledged special warranty deed in substantially the form as set forth in Exhibit “D” attached hereto and made a part hereof. (e) RCSZ shall deliver to CITY a Texas Owner’s Title Policy at CITY’s sole expense, issued by the Title Company in CITY’s favor in the full amount of the value of Property B determined under Paragraph 1.03, insuring CITY’s fee simple title to Property B subject only to those title exceptions listed in the special warranty deed referenced in subparagraph (d) above, and the standard printed exceptions contained in the usual form of Texas Owner’s Title Policy. (f) RCSZ shall deliver to CITY exclusive possession of Property B. (h) In the event of a property loss described in Paragraph 7.01, CITY shall assign to RCSZ all of CITY’s right, title, and interest in any unpaid awards or payments from third parties as a result of the loss. In the event of a property loss described in Paragraph 7.02, RCSZ shall assign to CITY all of RCSZ’s right, title, and interest in any unpaid awards or payments from third parties as a result of the loss. ARTICLE 9 REAL ESTATE COMMISSIONS 9.01. Neither party shall pay the broker fees of the other. ARTICLE 10 ESCROW Escrow Deposit of CITY 10.01. There shall be no escrow required of either party unless otherwise mutually agreed upon in writing. ARTICLE 11 REMEDIES Breach by Either Party 11.01. In the event either party fails to fully and timely perform any of their respective obligations under this Agreement or fails to consummate the exchange of property for any reason except due to the respective party’s own default, the other party may: (a) Enforce specific performance of this Agreement; or (b) Bring suit for damages against the other but only for expectancy and incidental damages, if any; and/or (c) Terminate this Agreement in writing. ARTICLE 12 TERMINATION OF AGREEMENT Termination by CITY 12.01. In addition to Article 11 herein, CITY may terminate this Agreement in the event of the following: (a) the existence of a right to terminate under the circumstances stated in Paragraphs 5.04 or 7.02; or (b) the conditions stated in Paragraph 8.01 have not been satisfied in all material respects or waived on the date of the Closing. Termination by RCSZ 12.02. RCSZ may terminate this Agreement in the event of the following: (a) the existence of a right to terminate under the circumstances stated in Paragraphs 4.04 or 7.01; or (b) the conditions stated in Paragraph 8.02 have not been satisfied in all material respects or waived on the date of the Closing. ARTICLE 13 MISCELLANEOUS Assignment of Contract 13.01. This Agreement may not be assigned without the prior written consent of the other party. Survival of Provisions 13.02. The representations, warranties, and agreements of Articles 2, 3, and 11 shall survive and shall not be merged in the Closing. Notices 13.03. 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: City of College Station Legal Department P.O. Box 9960 College Station, Texas 77842 Telephone: 979/764-3507 Email: ___________ And (b) to RCSZ: Applicable Law 13.04. This Agreement shall be governed by and construed in accordance with the laws of the state of Texas. Parties Bound 13.05. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective representatives, successors and assigns. Severability of Provisions 13.06. 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. No Limitation of Remedies 13.07. Nothing in this Agreement shall be construed to limit any legal or equitable remedies of the parties. Prior Agreements Superseded 13.08. 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 13.09. Time is of the essence in this Agreement. Expenses 13.10. 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 13.11. This Agreement may not be amended except in a writing specifically referring to this Agreement and signed by CITY and RCSZ. 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 13.12. 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. EFFECTIVE upon the approval of both parties hereto. Attached Exhibits: EXHIBIT “A’: field note description and survey diagram of Property A EXHIBIT “B”: field note description and survey diagram of Property B EXHIBIT “C”: special warranty deed form with CITY as Grantor and RCSZ as Grantee EXHIBIT “D”: special warranty deed form with RCSZ as Grantor and CITY as Grantee CITY: RCSZ : CITY OF COLLEGE STATION, TEXAS a Texas Home Rule Municipal Corporation BY:__________________________________By:___________________________________ KARL MOONEY, Mayor Date:_________________ Date:_____________________ ATTEST: _____________________________________ City Secretary Date:________________ APPROVED: _____________________________________ City Manager Date:________________ _____________________________________ Assistant City Manager/CFO Date:________________ _____________________________________ City Attorney Date:________________ THE STATE OF TEXAS § § ACKNOWLEDGMENT COUNTY OF BRAZOS § This instrument was acknowledged before me on the _____ day of ______________, 2020, by ___________________________________________, _______________________________ of RCSZ Properties LLC, a ____________________ limited liability corporation, on behalf of said entity. _________________________________________ NOTARY PUBLIC in and for the State of Texas THE STATE OF TEXAS § § ACKNOWLEDGMENT COUNTY OF BRAZOS § This instrument was acknowledge before me on the _____ day of ____________, 2020, by KARL MOONEY, as Mayor of the CITY OF COLLEGE STATION, TEXAS, a Texas Home Rule Municipal Corporation, on behalf of said municipality. _________________________________________ NOTARY PUBLIC in and for the State of Texas Exhibit “A” to the Exchange Agreement Exhibit “B” to the Exchange Agreement Exhibit “C” to the Exchange Agreement NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM 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. SPECIAL WARRANTY EXCHANGE DEED DATE: _________________, 2020 GRANTOR: THE CITY OF COLLEGE STATION, TEXAS, a Texas Home Rule Municipal Corporation GRANTOR’s MAILING ADDRESS: 1101 Texas Avenue (including county) Brazos County College Station, Texas 77840 GRANTEE: RCSZ PROPERTIES, LLC An Illinois limited liability company GRANTEE'S MAILING ADDRESS: ______________________________ (including county) ____________ County ______________________________ CONSIDERATION: Ten Dollars ($10.00) and other good and valuable consideration, provided, however, the conveyance set forth herein is conditioned so that no title or interest whatsoever will pass to or vest in the GRANTEE by this deed unless and until in exchange for this conveyance of Property herein GRANTEE conveys unto GRANTOR that certain property referred to as City’s Property in City of College Station Ordinance No. _______________ adopted on or about ________________, 2020. PROPERTY: All that certain tract or parcel of land containing 1.0 acre of land, more or less, lying and being situated in the Robert Stevenson league, Abstract No. 54, College Station, Brazos County, Texas, said 1.0 acre tract of land being more particularly described by metes and bounds and shown on a su rvey diagram marked EXHIBIT “A” attached hereto and made a part hereof for all intents and purposes. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: This conveyance is made subject to all easements, exceptions, covenants, conditions, restrictions, reservations, and rights appearing of record but not otherwise. GRANTOR hereby reserves for itself, its successors and assigns, all of the Reserved Groundwater Rights. As used in this Special Warranty Exchange Deed, the following terms shall have the following meanings: Groundwater – All of the underground water, percolating water, artesian water, and any other water from any and all reservoirs, formations, depths and horizons beneath the surface of the earth, excluding underflow or flow in a defined subterranean channel; Reserved Groundwater – All of the Groundwater now or in the future located in, on or under the Property; Reserved Groundwater Rights – All of the Reserved Groundwater, together with the right to explore for, drill for, pump, develop, withdraw, produce and transport the Reserved Groundwater and Groundwater produced from other properties, on, under and over the Property, and all personal property rights and entitlements relating to or applicable to the Reserved Groundwater, including, without limitation, permits, licenses, historical use entitlements, wells, pumps, and infrastructure. However, GRANTOR waives, releas es all of GRANTOR’s right to use the surface of the Property to explore for, drill for, pump, develop, withdraw, produce, and transport the Reserved Groundwater, and to store the Reserved Groundwater in, on or under the surface of the Property. Nothing herein, however, restricts or prohibits the GRANTOR from exercising its Reserved Groundwater Rights, including withdrawal and production of the Reserved Groundwater from other property, or form the pooling or unitization of the Reserved Groundwater with other groundwater owned or leased by GRANTOR. GRANTOR hereby reserves for itself, its successors and assigns, any and all coal, lignite, oil, gas, and other minerals, in, on or under the Property, provided that GRANTOR waives and releases any rights to use the surface of the Property for the exploration, development, production or transportation of such coal, lignite, oil, gas or other minerals, it being expressly contemplated by the parties to this instrument that any production of such minerals shall be from other adjacent property and that there shall be no development of any minerals that would require mining, shaft mining, pit mining or any other kind of mining or production that would require utilization of the surface of the Property. GRANTOR, however, reserves the right to enter into pooling or unitization agreements with regard to the mineral estate reserved in this deed. GRANTEE AGREES AND ACKNOWLEDGES THAT GRANTOR IS CONVEYING THE PROPERTY STRICTLY ON AN "AS IS, WHERE IS" BASIS, WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH ANY AND ALL LATENT AND PATENT DEFECTS. GRANTEE HAS INSPECTED THE PHYSICAL CONDITION OF THE PROPERTY, INCUDING ALL IMPROVEMENTS THEREON, AND ACCEPTS TITLE TO THE SAME "AS IS"IN ITS EXISTING PHYSICAL CONDITION, AND ACCEPTS ANY LIABILITIES OR COSTS ARISING IN CONNECTION WITH THE CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY COSTS OR LIABILITIES PERTAINING TO ANY ENVIRONMENTAL CONDITION ON THE PROPERTY. GRANTEE ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION, WARRANTY, STATEMENT, OR OTHER ASSERTION OF GRANTOR, NOR ANY OF ITS OFFICIALS, AGENTS, REPRESENTATIVES OR EMPLOYEES, WITH RESPECT TO THE PROPERTY’S CONDITION. GRANTEE IS RELYING SOLELY AND WHOLLY ON GRANTEE’S OWN EXAMINATION OF THE PROPERTY. THE GRANTOR DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AND SPECIFICALLY MAKES NO WARRANTIES OF HABITABILITY, MERCHANTABILITY, SUITABILITY, FITNESS FOR ANY PURPOSE, OR ANY OTHER WARRANTY WHATSOEVER. GRANTOR warrants that there are no liens covering the PROPERTY and all taxes due as of the date of conveyance on the PROPERTY have been paid. Taxes for the year to the date hereof are the obligation of GRANTOR. GRANTOR, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, GRANTS, BARGAINS, SELLS and CONVEYS unto Grantee the PROPERTY, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold it to GRANTEE and GRANTEE’S successors and assigns forever. GRANTOR binds GRANTOR and GRANTOR’S successors and assigns to warrant and forever defend all and singular the PROPERTY to GRANTEE and GRANTEE’S successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through and under GRANTOR but not otherwise. EXECUTED effective as of the date set forth above. CITY OF COLLEGE STATION, TEXAS a Texas Home Rule Municipal Corporation ____________________________________ JEFF CAPPS, Interim City Manager THE STATE OF TEXAS § § ACKNOWLEDGMENT COUNTY OF BRAZOS § This instrument was acknowledged before me on this the ____ day of ______________, 2020, by JEFF CAPPS, Interim City Manager of the City of College Station, a Texas Home Rule Municipal Corporation, on behalf of said municipality. __________________________________________ NOTARY PUBLIC in and for the State of Texas PREPARED IN THE OFFICE OF: RETURN ORIGINAL DOCUMENT TO: City of College Station City of College Station Legal Department Legal Department P. O. Box 9960 P. O. Box 9960 College Station, Texas 77842-9960 College Station, Texas 77842-9960 EXHIBIT “A” Exhibit “D” to the Exchange Agreement NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM 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. SPECIAL WARRANTY EXCHANGE DEED DATE: _________________, 2020 GRANTOR: RCSZ PROPERTIES, LLC, an Illinois limited liability company GRANTOR’S MAILING ADDRESS : _________________________ (including County) ___________ County _________________________ GRANTEE: CITY OF COLLEGE STATION, a Texas Home Rule Municipal Corporation GRANTEE’S MAILING ADDRESS : 1101 Texas Avenue (including County) Brazos County College Station, Texas 77842 CONSIDERATION: Ten Dollars ($10.00) and other good and valuable consideration, provided, however, the conveyance set forth herein is conditioned so that no title or interest whatsoever will pass to or vest in the GRANTEE by this deed unless and until in exchange for this conveyance of Property herein GRANTEE conveys unto GRANTOR that certain property referred to as RCSZ’s Property in City of College Station Ordinance No. _______________ adopted on or about ________________, 2020. PROPERTY: All that certain tract or parcel of land containing 0.9964 acres of land, more or less, lying and being situated in the Robert Stevenson league, Abstract No. 54, College Station, Brazos County, Texas, said 0.9964 acres of land being more particularly descr ibed by metes and bounds and shown on a survey diagram marked EXHIBIT “A” attached hereto and made a part hereof for all intents and purposes. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: This conveyance is made subject to all easements, exceptions, covenants, conditions, restrictions, reservations, and rights appearing of record but not otherwise. GRANTOR hereby reserves for itself, its successors and assigns, all of the Reserved Groundwater Rights. As used in this Special Warranty Exchange Deed, the following terms shall have the following meanings: Groundwater – All of the underground water, percolating water, artesian water, and any other water from any and all reservoirs, formations, depths and horizons beneath the surface of the earth, excluding underflow or flow in a defined subterranean channel; Reserved Groundwater – All of the Groundwater now or in the future located in, on or under the Property; Reserved Groundwater Rights – All of the Reserved Groundwater, together with the right to explore for, drill for, pump, develop, withdraw, produce and transport the Reserved Groundwater and Groundwater produced from other properties, on, under and over the Property, and all personal property rights and entitlements relating to or applicable to the Reserved Groundwater, including, without limitation, permits, licenses, historical use entitlements, wells, pumps, and infrastructure. However, GRANTOR waives, releases all of GRANTOR’s ri ght to use the surface of the Property to explore for, drill for, pump, develop, withdraw, produce, and transport the Reserved Groundwater, and to store the Reserved Groundwater in, on or under the surface of the Property. Nothing herein, however, restricts or prohibits the GRANTOR from exercising its Reserved Groundwater Rights, including withdrawal and production of the Reserved Groundwater from other property, or form the pooling or unitization of the Reserved Groundwater with other groundwater owned or leased by GRANTOR. GRANTOR hereby reserves for itself, its successors and assigns, any and all coal, lignite, oil, gas, and other minerals, in, on or under the Property, provided that GRANTOR waives and releases any rights to use the surface of the Property for the exploration, development, production or transportation of such coal, lignite, oil, gas or other minerals, it being expressly contemplated by the parties to this instrument that any production of such minerals shall be from other adjacent property and that there shall be no development of any minerals that would require mining, shaft mining, pit mining or any other kind of mining or production that would require utilization of the surface of the Property. GRANTOR, however, reserves the right to enter into pooling or unitization agreements with regard to the mineral estate reserved in this deed. GRANTEE AGREES AND ACKNOWLEDGES THAT GRANTOR IS CONVEYING THE PROPERTY STRICTLY ON AN "AS IS, WHERE IS" BASIS, WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH ANY AND ALL LATENT AND PATENT DEFECTS. GRANTEE HAS INSPECTED THE PHYSICAL CONDITION OF THE PROPERTY, INCUDING ALL IMPROVEMENTS THEREON, AND ACCEPTS TITLE TO THE SAME "AS IS"IN ITS EXISTING PHYSICAL CONDITION, AND ACCEPTS ANY LIABILITIES OR COSTS ARISING IN CONNECTION WITH THE CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY COSTS OR LIABILITIES PERTAINING TO ANY ENVIRONMENTAL CONDITION ON THE PROPERTY. GRANTEE ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION, WARRANTY, STATEMENT, OR OTHER ASSERTION OF GRANTOR, NOR ANY OF ITS OFFICIALS, AGENTS, REPRESENTATIVES OR EMPLOYEES, WITH RESPECT TO THE PROPERTY’S CONDITION. GRANTEE IS RELYING SOLELY AND WHOLLY ON GRANTEE’S OWN EXAMINATION OF THE PROPERTY. THE GRANTOR DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AND SPECIFICALLY MAKES NO WARRANTIES OF HABITABILITY, MERCHANTABILITY, SUITABILITY, FITNESS FOR ANY PURPOSE, OR ANY OTHER WARRANTY WHATSOEVER. GRANTOR warrants that there are no liens covering the PROPERTY and all taxes due as of the date of conveyance on the PROPERTY have been paid. Taxes for the year to the date hereof are the obligation of GRANTOR. GRANTOR, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, GRANTS, BARGAINS, SELLS and CONVEYS unto Grantee the PROPERTY, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold it to GRANTEE and GRANTEE’S successors and assigns forever. GRANTOR binds GRANTOR and GRANTOR’S successors and assigns to warrant and forever defend all and singular the PROPERTY to GRANTEE and GRANTEE’S successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through and under GRANTOR but not otherwise. EXECUTED effective as of the date set forth above. RCSZ PROPERTIES, LLC, a _____________ limited liability company BY: ____________________________________ Printed Name:________________________ Title:_______________________________ THE STATE OF TEXAS § § ACKNOWLEDGMENT COUNTY OF __________ § This instrument was acknowledged before me on the _____ day of ____________, 2020, by ______________________, _______________________, of RCSZ PROPERTIES, LLC, a _____________ limited liability company, on behalf of said RCSZ PROPERTIES, LLC, a _____________ limited liability company. ________________________________________ NOTARY PUBLIC in and for the State of _______ PREPARED IN THE OFFICE OF: RETURN ORIGINAL DOCUMENT TO: City of College Station City of College Station Legal Department Legal Department P. O. Box 9960 P. O. Box 9960 College Station, Texas 77842-9960 College Station, Texas 77842-9960 EXHIBIT “A” Exhibit “D” NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM 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. SPECIAL WARRANTY EXCHANGE DEED DATE: _________________, 2020 GRANTOR: RCSZ PROPERTIES, LLC, a _____________ limited liability company GRANTOR’S MAILING ADDRESS : _________________________ (including County) ___________ County _________________________ GRANTEE: CITY OF COLLEGE STATION, a Texas Home Rule Municipal Corporation GRANTEE’S MAILING ADDRESS : 1101 Texas Avenue (including County) Brazos County College Station, Texas 77842 CONSIDERATION: Ten Dollars ($10.00) and other good and valuable consideration, provided, however, the conveyance set forth herein is conditioned so that no title or interest whatsoever will pass to or vest in the GRANTEE by this deed unless and until in exchange for this conveyance of Property herein GRANTEE conveys unto GRANTOR that certain property referred to as RCSZ’s Property in City of College Station Ordinance No. _______________ adopted on or about ________________, 2020. PROPERTY: All that certain tract or parcel of land containing _____ acres of land, more or less, lying and being situated in the __________________ Survey, Abstract No. ___, College Station, Brazos County, Texas, said ____ acre tract of land being more particularly described by metes and bounds and shown on survey diagram marked EXHIBIT A attached hereto and made a part hereof for all intents and purposes. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: LIST ALL ITEMS SHOWN ON SCHEDULE B OF TITLE COMMITMENT GRANTOR hereby reserves for itself, its successors and assigns, all of the Reserved Groundwater Rights. As used in this Special Warranty Exchange Deed, the following terms shall have the following meanings: Groundwater – All of the underground water, percolating water, artesian water, and any other water from any and all reservoirs, formations, depths and horizons beneath the surface of the earth, excluding underflow or flow in a defined subterranean channel; Reserved Groundwater – All of the Groundwater now or in the future located in, on or under the Property; Reserved Groundwater Rights – All of the Reserved Groundwater, together with the right to explore for, drill for, pump, develop, withdraw, produce and transport the Reserved Groundwater and Groundwater produced from other properties, on, under and over the Property, and all personal property rights and entitlements relating to or applicable to the Reserved Groundwater, including, without limitation, permits, licenses, historical use entitlements, wells, pumps, and infrastructure. However, GRANTOR waives, releases all of GRANTOR’s right to use the surface of the Property to explore for, drill for, pump, develop, withdraw, produce, and transport the Reserved Groundwater, and to store the Reserved Groundwater in, on or under the surface of the Property. Nothing herein, however, restricts or prohibits the GRANTOR from exercising its Reserved Groundwater Rights, including withdrawal and production of the Reserved Groundwater from other property, or form the pooling or unitization of the Reserved Groundwater with other groundwater owned or leased by GRANTOR. GRANTOR hereby reserves for itself, its successors and assigns, any and all coal, lignite, oil, gas, and other minerals, in, on or under the Property, provided that GRANTOR waives and releases any rights to use the surface of the Property for the exploration, development, production or transportation of such coal, lignite, oil, gas or other minerals, it being expressly contemplated by the parties to this instrument that any production of such minerals shall be from other adjacent property and that there shall be no development of any minerals that would require mining, shaft mining, pit mining or any other kind of mining or production that would require utilization of the surface of the Property. GRANTOR, however, reserves the right to enter into pooling or unitization agreements with regard to the mineral estate reserved in this deed. GRANTEE AGREES AND ACKNOWLEDGES THAT GRANTOR IS CONVEYING THE PROPERTY STRICTLY ON AN "AS IS, WHERE IS" BASIS, WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH ANY AND ALL LATENT AND PATENT DEFECTS. GRANTEE HAS INSPECTED THE PHYSICAL CONDITION OF THE PROPERTY, INCUDING ALL IMPROVEMENTS THEREON, AND ACCEPTS TITLE TO THE SAME "AS IS"IN ITS EXISTING PHYSICAL CONDITION, AND ACCEPTS ANY LIABILITIES OR COSTS ARISING IN CONNECTION WITH THE CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY COSTS OR LIABILITIES PERTAINING TO ANY ENVIRONMENTAL CONDITION ON THE PROPERTY. GRANTEE ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION, WARRANTY, STATEMENT, OR OTHER ASSERTION OF GRANTOR, NOR ANY OF ITS OFFICIALS, AGENTS, REPRESENTATIVES OR EMPLOYEES, WITH RESPECT TO THE PROPERTY’S CONDITION. GRANTEE IS RELYING SOLELY AND WHOLLY ON GRANTEE’S OWN EXAMINATION OF THE PROPERTY. THE GRANTOR DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AND SPECIFICALLY MAKES NO WARRANTIES OF HABITABILITY, MERCHANTABILITY, SUITABILITY, FITNESS FOR ANY PURPOSE, OR ANY OTHER WARRANTY WHATSOEVER. GRANTOR warrants that there are no liens covering the PROPERTY and all taxes due as of the date of conveyance on the PROPERTY have been paid. Taxes for the year to the date hereof are the obligation of GRANTOR. GRANTOR, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, GRANTS, BARGAINS, SELLS and CONVEYS unto Grantee the PROPERTY, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold it to GRANTEE and GRANTEE’S successors and assigns forever. GRANTOR binds GRANTOR and GRANTOR’S successors and assigns to warrant and forever defend all and singular the PROPERTY to G RANTEE and GRANTEE’S successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through and under GRANTOR but not otherwise. EXECUTED effective as of the date set forth above. RCSZ PROPERTIES, LLC, a _____________ limited liability company BY: ____________________________________ Printed Name:________________________ Title:_______________________________ THE STATE OF TEXAS § § ACKNOWLEDGMENT COUNTY OF __________ § This instrument was acknowledged before me on the _____ day of ____________, 2020, by ______________________, _______________________, of RCSZ PROPERTIES, LLC, a _____________ limited liability company, on behalf of said RCSZ PROPERTIES, LLC, a _____________ limited liability company. ________________________________________ NOTARY PUBLIC in and for the State of _______ PREPARED IN THE OFFICE OF: RETURN ORIGINAL DOCUMENT TO: City of College Station City of College Station Legal Department Legal Department P. O. Box 9960 P. O. Box 9960 College Station, Texas 77842-9960 College Station, Texas 77842-9960