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Res 91-09 Approving and Authorizing the Execution of the Contractural Agreement for the Right-of-Way ProcurementRESOLUTION NO. 9-91 Whereas, it is necessary for the widening of State Highway 114 for certain tracts or parcels of land to be acquired; and WHEREAS, some of the tracts are in Westlake and some are in Trophy Club; and WHEREAS, the Town of Trophy Club is desirous of the Town of Westlake acquiring those tracts and the right-of-way situated in Trophy Club pursuant to an interlocal cooperation agreement; and WHEREAS, Maguire/Thomas Partners - Westlake/Southlake partnership and MTP -IBM Phase II and III Joint Venture has agreed with the State Department of Highways and Public Transportation for Maguire/Thomas Partners - Westlake/Southlake Partnership and MTP - IBM Phase II and III Joint Venture to contribute to the purchase of Parcels 9 -Part 2, 9E -Part 2, 10 and 10E in the amount not to exceed $250,000.00; and WHEREAS, the State Department of Highways and Public Transportation has agreed to reimburse the Town for those costs in excess of $250,000.00; and WHEREAS, it is necessary to approve an agreement between Westlake, and the State Department of Highways and Public Transportation; NOW THEREFORE BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: That the Contractual Agreement for Right of Way Procurement by and among the Town of Westlake, Texas, and the State Department of Highways and Public Transportation for the State of Texas, attached hereto as Exhibit T'A" , is hereby approved and the Mayor of the Town of Westlake is hereby authorized to execute the same on behalf of the Town. PASSED AND APPROVED this/ h day of September, 1991. Dale White Mayor tMWOORMW Gffj ry White, Town Secretary APPROVED AS TO FORM: Paul C. Isham, Town Attorney \373-23.010\035.res MORWA44: THIS CONTRIBUTION AGREEMENT, entered into this L6bk day of 991 is by and among the Town of Westlake, Texas (r"=�—tlai`e�"),, is by of Trophy Club, Texas ("Trophy Club"), Maguire/Thomas Partners - Westlake/Southlake Partnership and MTP -IBM Phase II and III Joint Venture (the "Owners"). WITNESSETH WHEREAS, the State of Texas, acting through the State Department of Highways and Public Transportation, (the "State") owns and maintains a system of highways for public use and benefit, including a segment of State Highway 114 which lies within Tarrant and Denton Counties; and WHEREAS, the State desires to widen and improve S.H. 114 from S.H. 114 Business to Kirkwood (CSJ 0353-02-64; Account No. 4002-1-3)(the "Project") as illustrated on that certain Right of Way general location map dated May 22, 1991, prepared for the State by Lockwood, Andrews and Newnam set forth in Exhibit "A" attached hereto; and WHEREAS, Westlake will act as the acquisition agent for the State with respect to acquiring -certain right-of-way or other property interests related to the Project; and WHEREAS, portions of the property to be acquired lie within Westlake and Trophy Club; and WHEREAS, the Owners desire to contribute certain funds to assist Westlake in paying for certain portions of the Project as set forth herein. A G R E E M E N.T NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto, to be by them respectively kept and performed as hereinafter set forth, Westlake, Trophy Club and the Owners agree as follows: 1. The Owners agree to contribute to Westlake in accordance with the terms and under the conditions specified herein, an amount not to exceed $250,000, to be used by Westlake acting as acquisition agent for the State, for, and only for the following purposes: (a) the acquisition, by negotiation and/or eminent domain, for the State's use in the Project of the fee title to Parcel 9, Part 2 described in Exhibit "B" hereto (parcel designations used herein being those used in SDHPT's Right of Way general location map attached hereto as Exhibit "A") which real property lies within Trophy Club and Parcel 10 described in Exhibit "C" hereto which real property lies within Westlake; (b) 06:10350872.90 - 1 - a permanent easement for highway purposes deemed necessary by the State over Parcel 9E, Part 2 described in Exhibit "D" hereto which real property lies within Trophy Club; (c) a temporary easement for highway construction purposes deemed necessary by the State over Parcel TOTE, Part 8 described in Exhibit "E" hereto which real property lies within Westlake; and/or (d) any related acquisition costs, including, but not limited to, closing costs, appraisal fees, attorney's fees, court costs, utility relocations, and condemnation awards. 2. On or before the tenth (10th) day of each month, Westlake shall submit to Owners (to the attention of Mr. Tom Allen, Nine Village Circle, Suite 500, Roanoke, Texas 76262), invoices or statements which represent amounts due and payable for costs and expenses relating to matters described in subparagraph (d) of Paragraph 1 hereof, certified to as genuine by the City Secretary of Westlake.. Within thirty (30) days thereafter, Owners shall pay to Westlake an amount equal to the total of all certified invoices and statements submitted for such month In addition, on or before the tenth (10th) day of each month, Westlake shall submit to Owners (to the attention of Mr. Tom Allen, Nine Village Circle, Suite 500, Roanoke, Texas 76262), a statement, certified to as accurate by the City Secretary of Westlake, listing all amounts necessary to accomplish any acquisitions described in subparagraphs (a) ® (c) of Paragraph I hereof which will close within the next thirty (30) days, together with the anticipated date of closing. Westlake shall keep Owners apprised of any changes in the anticipated closing dates and Owners shall, prior to the date of each closing, pay to Westlake the amount necessary to accomplish the particular acquisition (as set forth on Westlake's certified statement). HOWEVER, the total amount paid to Westlake for any or all purposes pursuant to this paragraph shall never exceed $250,000, and provided further that all amounts paid to Westlake hereunder shall be for purposes described in Paragraph 1 hereof. All invoices, statements and other communications to be given to Owners shall be deemed submitted to Owners on the date of Owners' actual receipt of same. 3. Westlake and Trophy Club agree to look to the State to fund all amounts in excess of $250,000 necessary to complete that portion of the Project described in Paragraph 1 hereof. 4. The provisions of this Agreement shall cease and be terminated unless the actual construction of the Project is commenced within six (6) months of the date of this Agreement. 5. In the event the terms of this Agreement are in conflict with the provisions of any other existing agreements and/or contracts between the Owners and Westlake, this Agreement shall take precedence over the other agreements and/or contracts. All other provisions of said existing agreements and/or contracts not in conflict with this Agreement shall remain in full force and effect. 06:10350872.90 ® 2 - 6. This Agreement shall expire on July 15, 1994, and Westlake's right to request funds from Owners as of such date shall absolutely terminate. MAGUIRE THOMAS PARTNERS - WESTLAKE/SOUTHLAKE PARTNERSHIP, a Texas general partnership By: Maguire Thomas Partners - Dallas, Ltd., a California limited partnership, general partner, By: Maguire Thomas Partners, Inc., a California corporation, general partner/---) '"I ROW BY: VqTk Its® MTP -IBM PHASE II AND III JOINT VENTURE, a Texas general partnership By: Maguire Thomas Partners - Dallas, Ltd., a California limited partnership, general partner By: Maguire Thomas Partners, Inc., a California corp part MIJU By: r, A, Its: 06:10350872.90 - 3 - �etel@q By: Its: 06:10350872.90 - 4 - CLUB, TEXAS