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Item 4E City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork M E M O R A N D U M June 4, 2019 To: Shana K. Yelverton, City Manager From: Robert Cohen, Public Works Director Subject: City Council consideration to declare a portion of a City owned lot located at southeast corner of Dove Road and White Chapel Road as surplus property and approve sale of 0.502 acre of said lot to the adjacent property owners, Robert C. and Lisa Rawls for an amount of $32,791.50. Action Requested: City Council consideration to declare a portion of a City owned lot located at southeast corner of Dove Road and White Chapel Road as surplus property and approve sale of 0.502 acre of said lot to the adjacent property owners, Robert C. and Lisa Rawls for an amount of $32,791.50. Background Information: The purpose of this agenda item is for Council to consider declaring a portion of a 0.502 lot located at the southeast corner of the roundabout at Dove Road and N. White Chapel as surplus property. The Public Works Administration Division has examined this property and has determined that this portion of land will not be necessary for the planned future expansion of the Dove Road and N. White Chapel roundabout. The adjacent property owner, Robert C. and Lisa Rawls, located to the east of said lot has expressed an interest in purchasing the surplus portion of this lot. In 1996, the City of Southlake purchased the slightly larger parent tract of land for future roadway improvements. It should also be noted that Mr. and Mrs. Rawls entered into a lease agreement with the City of Southlake in May of 2011 to lease the adjacent lot for an annual amount of $60/year. The Rawls’ have been maintaining this property in accordance with the lease agreement since that lease was executed in 2011. Item 4E City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork In approximately 2010, the Dove Road and N. White Chapel roundabout was constructed. In addition, the City’s Master Thoroughfare Plan indicates that the existing roundabout will be expanded to a dual lane roundabout in the future. Staff has worked with Kimley-Horn and Associates to develop a conceptual plan for the future improvements to the roundabout and determined that a portion of this lot will not be needed for the future roundabout expansion. Due to the size of the subject remainder, the tract has no developable value unless it is combined with one of the two adjacent tracts. Also, since the property was originally purchased from the Rawls’ family, there is basis for reselling the remaining tract to the Rawls’ family. City staff is proposing to sell the subject 0.502 acre tract to the Rawls’ at the same per square foot cost of $1.50 as the City purchased it in 1996. Based upon the area (21,860 s.f.) of the subject tract, this per square foot cost yields a sales price of $32,791.50. This item was previously discussed with Council and staff was directed to proceed with negotiations. Financial Consideration: This land sale yields revenue for the City of Southlake in the amount of $32,791.50. The proposed sales contract defines in Paragraph 6E the cost responsibility of the parties. That paragraph is reiterated here for clarity. Except as provided otherwise herein, Seller shall bear only the costs for preparation and filing of the Special Warranty Deed and any required releases of liens. Purchaser shall bear all other closing costs, including the costs for any required tax statements and reports, the cost of any Title Policy, all loan and financing expenses and fees, the costs for preparation of any deed of trust and other documents required as part of any financing; recording fees for the deed and deed of trust, premiums for any flood insurance or other insurance required by Purchaser or Purchaser’s lender, the costs of any escrow fees, courier and delivery fees, and copy and reproduction fees. City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Strategic Link: This item aligns to the City’s Strategy Map related to the focus area of Infrastructure and Quality Development and meets the Critical Business Outcome of Engage in thoughtful planning to ensure continued high-quality development that is integrated well into the current built environment. Citizen Input/ Board Review: No Board Review was undertaken. Legal Review: City Attorney reviewed and approved the land sales agreement. The sale is exempt from public notice and bidding requirements pursuant to Texas Local Government Code Section 272.001, subsection (b)(1), because it is "a narrow strip of land or land that because of its shape, lack of access to public roads, or small area cannot be used independently under its current zoning or under applicable subdivision or other development control ordinances." Alternatives: The alternative to the declaration as surplus property is to reject the surplus declaration and maintain the subject property in the City’s real estate inventory. Supporting Documents: Proposed Sales Agreement Future Roundabout expansion exhibit Staff Recommendation: City Council consideration to declare a portion of a City owned lot located at southeast corner of Dove Road and White Chapel Road as surplus property and approve sale of 0.502 acre of said lot to the adjacent property owners, Robert C. and Lisa Rawls for an amount of $32,791.50. REAL ESTATE SALES CONTRACT WITH CITY AS SELLER Page 1 REAL ESTATE CONTRACT OF SALE 1. AGREEMENT TO SELL AND PURCHASE. The City of Southlake, Texas, a home rule municipal corporation organized under the laws of the State of Texas (hereinafter collectively referred to as “Seller”), agrees to sell and convey to Robert C. and Lisa Rawls, individuals residing in Southlake, Texas (hereinafter collectively referred to as “Purchaser,”), fee simple absolute title to that certain real property described below, located in Tarrant County, Texas, on the terms and conditions provided herein, and Purchaser agrees to purchase and pay for said property on the terms and conditions provided herein. 2. PROPERTY TO BE CONVEYED. The property to be conveyed (“the Property”) is shown on the survey attached hereto as Exhibit B and is more particularly described on the legal description attached hereto as Exhibit A, but excludes any right, title and interest of Seller in and to adjacent streets, easements, alleys or right-of-way. 3. EXCEPTIONS AND RESERVATIONS FROM CONVEYANCE. All presently recorded restrictions, reservations, covenants, conditions, oil and gas leases, mineral reservations and interests, validly existing easements, rights-of-way and prescriptive rights, and other instruments that affect the Property, whether of record or not; any law, ordinance, or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting, or relating to the use or development of the Property; validly existing rights of adjoining owners in any walls and fences situated on a common boundary; any discrepancies, conflicts, shortages in area or boundary lines; any encroachments or overlapping of improvements; standby fees, taxes, and assessments, if any, by any taxing authority, and subsequent assessments, including any for prior years due to change in land usage, ownership, or both. 4. CONSIDERATION. The consideration for the purchase of the Property is the purchase price of Thirty Two Thousand, seven hundred and ninety-one Dollars and Fifty cents ($ 32,791.50), payable in cash. 5. SURVEY AND TITLE BINDER. A. Within ten (10) days after the effective date of this Contract, Seller will provide to Purchaser a copy of the latest survey of the Property in Seller’s possession, but provision of such survey shall in no way constitute any warranty of title, representation, or contractual commitment by Seller at to the boundaries or area of the Property. REAL ESTATE SALES CONTRACT BETWEEN LISA RAWLS AND CITY OF SOUTHLAKE Page 2 /Users/SmallMAcBook/Documents/Post Retirement Employment/Southlake Employment/2019-05 (FINAL B Rawls Agmt and Council Memo/2019-04-24 (Rawls real estate contract .4 24 19.tgs.doc B. Within ten (10) days after the effective date of this Contract, Purchaser may request to obtain, at Purchaser’s expense: (1) A title commitment (“Title Binder”) covering the Property binding the Title Company with an office located within the city limits of the City of Southlake to issue a Texas Owner’s Policy of Title Insurance on the standard form of policy prescribed by the Texas State Board of Insurance at the closing in the full amount of the purchase price, and (2) True, correct, and legible copies of any and all instruments referred to in the Title Binder as constituting encumbrances, exceptions or restrictions upon the title of Seller, except that copies of any liens which are to be released at the closing may be omitted. If Purchaser elects not to obtain the Title Binder, or fails to obtain the Title Binder within ten days after the Effective Date, Purchaser will have waived any entitlement to do so. 6. CLOSING. A. The closing of this Contract shall be held on or before June 4, 2019, at the offices of the Title Company selected by Purchaser at its Southlake address; or, if Purchaser elects not to utilize a Title Company, at the offices of the City, however, that either party, by written notice to the other, may postpone the date of the closing to such date as shall be designated in such notice, provided that such postponed date shall not be more than thirty (30) days after the closing date specified above, absent written agreement by the parties. B. At the closing, Seller shall deliver to Purchaser at Seller’s expense: (i) a No Warranty Deed conveying the Property according to the legal descriptions attached hereto or as prepared by the surveyor as shown on the Survey of the Property; and (ii) exclusive possession of the Property. C. At the closing, Purchaser shall deliver to Seller the Purchase Price in cash or certified funds. D. If Purchaser elects to utilize a Title Company and obtain a Title Policy, the Title Company shall issue and present to Purchaser, at Purchaser’s sole expense, an Owner’s Title Policy issued by the underwriter for the Title Company pursuant to the Title commitment, subject only to the permitted exceptions, insuring good and indefeasible title to the Property vested in Purchaser in the full amount of the total purchase price of the Property, free and clear of all liens and encumbrances, except those matters accepted or waived by Purchaser, as provided herein. If applicable, the Title Company shall also issue at Purchaser’s expense, any required Mortgage Title Policy. REAL ESTATE SALES CONTRACT WITH CITY AS SELLER Page 3 E. Except as provided otherwise herein, Seller shall bear only the costs for preparation and filing of the Special Warranty Deed and any required releases of liens. Purchaser shall bear all other closing costs, including the costs for any required tax statements and reports, the cost of any Title Policy, all loan and financing expenses and fees, the costs for preparation of any deed of trust and other documents required as part of any financing; recording fees for the deed and deed of trust, premiums for any flood insurance or other insurance required by Purchaser or Purchaser’s lender, the costs of any escrow fees, courier and delivery fees, and copy and reproduction fees. F. The Property is subject to a written lease agreement between the parties, which lease agreement will be terminated effective the Closing Date as to the Property. Any lease payments will be prorated at the closing effective the date of the closing, and the funds due from Purchaser adjusted accordingly. Seller is a tax-exempt entity, and is not subject to ad valorem property taxes. All interest, ad valorem taxes, and any other assessments or fees for the then- current year shall be prorated at the closing effective as of the date of closing, and the funds due from Purchaser adjusted accordingly, provided that since Seller is a tax-exempt organization, Seller will not be required to pay any taxes at closing. Rather, the parties shall authorize and instruct the Title Company to inform the appropriate taxing authorities of the transaction and Seller’s tax-exempt status, and the Title Company shall, if appropriate, collect any prorated taxes only from Purchaser. This provision will survive the Closing. 7. TERMINATION. If this Contract is terminated by Purchaser as permitted herein pursuant to a right of termination granted to Purchaser by any provision of this Agreement, the parties shall have no further obligation one to the other, except as otherwise provided herein. 8. DEFAULT. If Seller shall fail to consummate this Contract for any reason, except Purchaser’s default, Purchaser may enforce specific performance of this Contract as Purchaser’s sole remedy. Purchaser shall not be entitled to recover any actual or consequential damages or attorneys’ fees. If Purchaser shall fail to consummate this Contract for any reason, except Seller’s default or the termination of this Contract pursuant to a right to terminate given herein, Seller may enforce specific performance of this Contract or may elect to seek to recover Seller’s actual damages, at Seller’s election, or Seller may elect to sell or assign the Property to any other party at Seller’s discretion. Seller shall not be entitled to recover any consequential damages or attorneys’ fees. 9. NO COMMISSIONS OWED. REAL ESTATE SALES CONTRACT BETWEEN LISA RAWLS AND CITY OF SOUTHLAKE Page 4 /Users/SmallMAcBook/Documents/Post Retirement Employment/Southlake Employment/2019-05 (FINAL B Rawls Agmt and Council Memo/2019-04-24 (Rawls real estate contract .4 24 19.tgs.doc Seller and Purchaser each represent to the other that they have not retained any real estate agent or broker, and that no party is entitled to receive a commission or other payment upon the sale of the Property. Seller and Purchaser each warrant that if any person or entity claims such a right, the party through which such person or entity is claiming such right shall, to the extent permitted by law, indemnify the other party from liability, including the payment of reasonable attorney’s fees incurred. This warranty shall survive closing. 10. MISCELLANEOUS PROVISIONS. A. Effective Date of Contract. The term “effective date of this Contract” as used herein shall mean the day that this Contract has been: (1) signed by Purchaser; and (2) signed by the Mayor or City Manager of Seller. If the final date of any period falls upon a Saturday, Sunday or legal holiday under the laws of the State of Texas, or upon a date when the office of the Title Company is closed for other reasons, then in such event the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday under the laws of the State of Texas, and the Title Company’s office is open. B. Notices. Any notice or communication required or permitted hereunder shall be deemed to be delivered, whether actually received or not, when deposited in the United States mail, postage fully prepaid, certified mail, addressed to the intended recipient at the addresses shown below, with a copy to such recipient’s legal counsel, if the name of such legal counsel is shown below, or faxed to the facsimile transmission numbers of such persons shown on the signature page of this Contract. Any address for notice may be changed by written notice so given. Notices to be sent to: SELLER: City of Southlake Attn: Shana Yelverton, City Manager 1400 Main Street, Suite 420 Southlake, Texas 76092 Telephone: 817-748-8001 and Tim G. Sralla TAYLOR, OLSON, ADKINS, SRALLA & ELAM, L.L.P. 6000 Western Place, Suite 200 Fort Worth, Texas 76107 Telephone: (817) 332-2580 Facsimile: (817) 332-4740 REAL ESTATE SALES CONTRACT WITH CITY AS SELLER Page 5 PURCHASER: Robert C. and Lisa Rawls 165 East Dove Road Southlake, Texas 76092 Telephone: (817) 987-9147 C. Forms. In case of a dispute as to the form of any document required hereunder, the current form prepared by the State Bar of Texas shall be conclusively deemed reasonable. D. Attorney’s Fees. The prevailing party shall not be entitled to recover reasonable attorney’s fees in any dispute relating to this Contract. E. Integration. This Contract contains the complete agreement between the parties and cannot be varied except by the written agreements of the parties. The parties agree that there are no oral agreements, understanding, representations or warranties which are not expressly set forth herein. F. Survival. The terms and conditions of this Contract and shall survive the closing of this transaction, and shall not merge herein. G. Rules of Construction. The parties acknowledge and agree that this Contract is the product of negotiation and compromise, and that both parties have consulted legal counsel in the negotiation of the Contract or have elected not to do so, and that the Contract shall not be construed against the other party, but all other rules of contract construction shall apply. H. Choice of Law and Place of Performance and Venue. This Contract is to be construed under the substantive laws of the State of Texas, without regard to its choice of law rules. The situs for both execution and performance of this Contract is entirely in Tarrant County, Texas, and in the event of any dispute, the exclusive venue shall be in the state courts located in Tarrant County, Texas. I. Entire Contract. This Contract, together with any exhibits and addenda, any documents provided by Seller to Purchaser pursuant to this Contract, and any closing documents delivered at closing, constitute the entire agreement of the parties concerning this transaction. There are no oral representations, warranties, agreements or promises pertaining to the sale of the Property by Seller to Purchaser not incorporated in this Contract, any exhibits and addenda, any documents provided by Seller to Purchaser pursuant to this Contract, or any closing documents delivered at closing. J. No Waiver of Default. A failure of the non-defaulting party to declare immediately a default shall not constitute a waiver of any provision of this Contract, unless this Contract expressly specifies a specific time for objection and a waiver upon a failure to timely object. REAL ESTATE SALES CONTRACT BETWEEN LISA RAWLS AND CITY OF SOUTHLAKE Page 6 /Users/SmallMAcBook/Documents/Post Retirement Employment/Southlake Employment/2019-05 (FINAL B Rawls Agmt and Council Memo/2019-04-24 (Rawls real estate contract .4 24 19.tgs.doc K. Assignment. Neither this Contract nor any obligation of a party hereunder may be assigned by any party without the express written consent of the other party to the Contract. L. Property Condition and Risk of Loss. Purchaser currently has possession of the property pursuant to a lease agreement between the parties, which lease agreement will terminate as to the Property upon the date of closing. Therefore, from the effective date until closing or termination of this Contract, Purchaser shall: (a) continue to maintain the Property as it existed on the effective date, except for reasonable wear and tear and casualty damage; (b) commence no operations other than those existing as of the effective date; and (c) comply with all contracts and governmental regulations affecting the Property. From the effective date until closing or termination of this Contract, Seller shall not enter into any new contracts or leases affecting the Property. In the event of casualty which materially affects the property or the initiation of condemnation or eminent domain proceedings against all or any part of the property prior to Closing, Purchaser may elect to either terminate this Contract at Purchaser’s option by giving Seller written notice of such election within ten days of Purchaser being provided written notice of such event, or cooperate with Seller in defending any condemnation or eminent domain proceeding. In such case, if the award, if any, is paid prior to Closing, it will be paid to Seller and the sales price will be reduced by an amount equal to the award. If the award, if any, is paid after Closing, the sales price will not be reduced at Closing, and the award will be paid to Purchaser. 13. CONTRACT AS OFFER. The execution of this Contract by the first party to do so constitutes an offer to purchase or sell the Property. Unless within fifteen (15) days from the date of execution of this Contract by the first party this Contract is accepted by the other party and a fully executed copy is delivered to the first party, the offer of this Contract shall be automatically revoked and terminated. 14. POSSESSION. Purchaser is already in possession of the Property pursuant to a written lease agreement between the parties. 15. AS-IS SALE. Purchaser has inspected the Property and accepts it as is, and acknowledges that Seller makes no warranty or representation regarding the Property or its condition, except as otherwise provided in this Contract. Purchaser acknowledges that Seller makes no warranty or representation that the property is suitable for Purchaser’s intended use. The provisions of this Section will survive closing. REAL ESTATE SALES CONTRACT WITH CITY AS SELLER Page 7 16. TIME OF THE ESSENCE. Time is of the essence in this Contract of Sale. 17. PURCHASER’S REPRESENTATIONS TO SELLER. Purchaser represents and warrants to Seller that the following are true and correct as of the effective date of this Contract, and will also be true and correct on the Closing Date: A. Authority. Purchaser is a resident of or legal entity registered in the State of Texas with authority to perform all of Purchaser’s obligations under this Contract. This Contract is, and all documents required by this Contract to be executed and delivered to Seller at closing will be, duly authorized, executed and delivered by Purchaser. At Closing, Purchaser will deliver such proof of corporate authority as Seller or the Title Company may reasonably request. B. Litigation. Purchaser represents that there is, at the time Purchaser executes this Contract, no pending or threatened litigation or legal proceeding exists which would might affect Purchaser’s ability to perform its obligations under this Contract, including any proceeding under Chapters 7, 11, or 13 of the United States Bankruptcy Code. END OF PAGE REAL ESTATE SALES CONTRACT WITH CITY AS SELLER Page 8 /Users/SmallMAcBook/Documents/Post Retirement Employment/Southlake Employment/2019-05 (FINAL B Rawls Agmt and Council Memo/2019-04-24 (Rawls real estate contract .4 24 19.tgs.doc Signed on this ________ day of ________________________, 2019. ROBERT C. RAWLS, PURCHASER _____________________________________ Signed on this ________ day of ________________________, 2019. LISA RAWLS, PURCHASER _____________________________________ REAL ESTATE SALES CONTRACT WITH CITY AS SELLER Page 9 /Users/SmallMAcBook/Documents/Post Retirement Employment/Southlake Employment/2019-05 (FINAL B Rawls Agmt and Council Memo/2019-04-24 (Rawls real estate contract .4 24 19.tgs.doc Signed on this ________ day of ________________________, 2019. THE CITY OF SOUTHLAKE, TEXAS, SELLER By: ____________________________________ Name: ____________________________________ Title: ____________________________________