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.
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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.
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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.
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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
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Signed on this ________ day of ________________________, 2019.
ROBERT C. RAWLS, PURCHASER
_____________________________________
Signed on this ________ day of ________________________, 2019.
LISA RAWLS, PURCHASER
_____________________________________
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Signed on this ________ day of ________________________, 2019.
THE CITY OF SOUTHLAKE, TEXAS, SELLER
By: ____________________________________
Name: ____________________________________
Title: ____________________________________