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Res 17-12 Accepting a bid for Town owned property for 6.8 Acres TOWN OF WESTLAKE RESOLUTION NO. 17-12 A RESOLUTION OF THE TOWN COUNCIL ACCEPTING THE BID FROM MRS. MARGARET B. LEE IN THE AMOUNT OF $1,200,000 FOR APPROXIMATELY 6.8 ACRES LOCATED AT 3000 JT OTTINGER AND AUTHORIZING THE TOWN MANAGER TO SIGN ALL NECESSARY AGREEMENTS, DOCUMENTS AND AUTHORIZING ACQUISITION OF PAYMENT FOR TITLE INSURANCE, AND PROVIDING FOR OTHER MATTERS; PROVIDING FOR SEVERABILITY AND PROVIDING AN EFFECTIVE DATE. WHEREAS, in October 2011, Mrs. Lee gave a 1.189 acre tract as an access easement located on the north side of the Westlake Academy to the Town of Westlake and; WHEREAS,the Margaret B. Lee bid included the fee simple title of land located on the north side of the Westlake Academy and; WHEREAS,the funds shall be placed in the Town's capital project fund with assignment to project funding to be made by the Town Council when formulating the updated five year capital improvement plan and; WHEREAS,the Town of Westlake finds it in the interest of its citizens and the health, safety and welfare of the Town to accept a donation of property for municipal uses, including a fire station, and other municipal and beneficial uses; WHEREAS, all legal prerequisites for the passage of this Ordinance have been met, including but not limited to the requirements of the Texas Open Meetings Act and the Town Charter; and; WHEREAS, Town Council has found that the passage of this Ordinance serves the best interests of the health, safety, and welfare of the public. NOW,THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: All matters stated hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That the Town of Westlake Town Council does hereby accept the bid of Mrs. Margaret B. Lee in the amount of $1,200,000 for approximately 6.8 acres located at 3000 JT Ottinger and certain other conditions as shown in Exhibit"A" which is incorporated herein is hereby approved and the Town Manager is authorized to execute said Agreement and all associated documents, and authorizing the acquisition of and payment for Title Insurance. Resolution 17-12 Page 1 of 2 SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 27TH DAY OF FESRURAY 2017. Laura Mayor ATTEST: KeW Edwa , Town Secretary Thomas E. BrymtT#n Mafiager APPROVED S TO FOR N: QF SES L. on Lo y, Attorney T rE Resolution 17-12 Page 2 of 2 CONTRACT OF SALE STATE OF TEXAS } } COUNTY OF TARRA.NT } KNOW ALL MEN BY THESE PRESENTS that: THE TOWN OF WE LAKE, TEXAS (hereinafter called "Seller", whether one or more) hereby sells and agrees to convey to A(LEIT E (hereinafter called"Purchaser", whether one or more) and Purchaser hereby buys and agrees to pay for the following described real estate, improvements and personal property situated in Tarrant County,Texas. All and singular,all improvements thereon and all rights and appurtenances pertaining thereto, including any right, title"and interest of Seller in and to adjacent streets, alleys, or right-of-way, such real estate, improvements,rights and appurtenances,save and except any and all easements reserved by the Seller,being herein referred to as the "Property". The "Property" also covers and includes all fixtures and articles of personal property attached to said real estate and owned by Seller, such as air conditioning and heating equipment. This Contract is executed upon the following terms and conditions: 1. PURCHASE PRICE. The purchase price for the Property is $ (*1 U 0 lO 00.0 D payable in cash at the Closing and additionally includes the deeding of the full fee simple interest in a one acre tract described as: ;Ef- ATTA-LHME?-z -ro in which the Town currently holds an access easement. CaNCT C,r-SA Lc " 2. EARNEST MONEY. Upon full and final execution of this Contract, Purchaser shall deliver the sum of not I ss than$1,000.00(this amount is the same money as the Bid Security)toFJ jU t- lkme(24C l N Trr L:F S 0 -rj41- WZ ("Title Company")to be held by the Title Company as Earnest Money (herein so called) pursuant to the terms of this Contract. 3. SURVEY AND TITLE BINDER. A. Within thirty(30)days after the date of this Contract, Seller shall,at Seller's expense, deliver or cause to be delivered to Purchaser a copy of a current on-the-ground survey("Survey")of the Property.made by a duly licensed surveyor reasonably acceptable to the Purchaser. The Survey shall be in a form acceptable to the Title Company in order to allow the Title Company to delete the survey exception (except as to"shortages in area")from the Title Policy to be issued by the Title Company. The Survey IMF shall show the location of all improvements on the Property. B. Within thirty(30)days after both parties have executed this Contract, Seller shall,at Seller's expense,deliver or cause to be delivered to Purchaser the following: (1) A title commitment ("Title Binder") covering the Property binding the Title Company 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, t and (2) True,correct,and legible copies of any and all instruments referred to in the Title Binder as constituting exceptions or restrictions upon the title of Seller, except that copies of any liens i Resolution 17-12 3 x which are to be released at the closing may be omitted. 4. APPROVAL PERIOD AND TITLE. A. Purchaser shall have fifteen (15) days after the receipt of the Survey and Title Binder to review them and to deliver in writing to Seller such objections as Purchaser may have to anything contained in them. Any such item to which Purchaser shall not object shall be deemed a "Permitted Exception". If there are objections by Purchaser, Seller shall in good faith attempt to satisfy them prior to closing,but Seller shall not be required to incur any cost to do so. If Seller delivers written notice to Purchaser on.or before the closing date that Seller is unable to satisfy such objections, or if, for any reason, Seller is unable to convey title in accordance with Section 7 (B) below, Purchaser may either waive such objections and accept such title as Seller is able to convey or terminate this Contract by written notice to Seller. B. Seller represents and warrants to Purchaser that at the closing Seller will have and will convey to Purchaser good and indefeasible title to the Property free and clear of any and all encumbrances except the Permitted Exceptions. Delivery of the Title Policy pursuant to Section 7 below shall be deemed to fulfill all duties of Seller as to the sufficiency of title required hereunder; provided however, Seller shall not thereby be released from the warranties of Seller's Special Warranty Deed. 5. ACKNOWLEDGMENTS. 11 A. The Property is Sold AS IS WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATSOEVER NATURE, EXPRESS OR IMPLIED, IT BEING THE INTENT OF SELLER AND PURCHASER EXPRESSLY TO NEGATE AND EXCLUDE ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PERSONALTY, OR BY ANY SAMPLE OR MODEL, AND ALL OTHER WARRANTIES WHATSOEVER CONTAINED OR CREATED BY THE TEXAS UNIFORM COMMERCIAL CODE EXCEPT THE LIMITED WARRANTY OF TITLE SET FORTH HEREIN. Upon transfer of title to the Purchaser, the Seller will assume no responsibility for additional repair or improvements on the property. dff B. RELEASE AND INDEMNITY- Purchaser agrees to release, protect, defend, indemnify, and hold harmless the Seller, its elected officials, officers, agents, servants, employees, and attorneys (hereinafter individually and collectively referred to as "Indemnities"), from and against any and all suits, actions, claims, losses, liability, or damage of any suits, claims, losses, liability or damage of any character, and from and against costs and expenses(including, in part, attorney's fees incidental to the defense of such suits, actions, claims, losses, damages or liability) on account of or arising out of the performance of this Contract. THIS INDEMNIFICATION HEREUNDER SHALL APPLY WITHOUT REGARD TO WHETHER ACTS,ERRORS, OMISSION, OR NEGLECT OF ONE OR MORE OF THE INDEMNITIES WOULD OTHERWISE HAVE MADE THEM JOINTLY OR DERIVATIVELY NEGLIGENT OR LIABLE FOR SUCH DAMAGE OR INJURY. Without waiving the above, Seller maintains all of its defenses of sovereign, official, governmental, qualified, and legislative immunity, all defenses pursuant to Tex.Civ.Prac.& Rem. Code Ann. §101.001 et seq., and all other state and federal laws. This section shall survive the closing on the property. C. Purchaser acknowledges that the Property shall contain deed restrictions providing that the Property is to be used for agricultural uses only,that permitted uses include raising crops and the feeding,breeding and raising of livestock,that livestock shelters are allowed so long as they are 20' by 30' in size of less and that grain silos are prohibited and residential and commercial structures are prohibited. D. Purchaser hereby acknowledges that this contract is subject to the laws and ordinances of the Town of Westlake,Tarrant County,and the State of Texas; and venue shall lie in Tarrant County,Texas. CONTRACT OF SALE- PAGE 2 Resolution 17-12 [ e 6• INSPECTION. Purchaser acknowledges that Purchaser has inspected all buildings, improvements, [ and personal propertysituated on the Property and is thoroughly familiar with their condition, and Purchaser hereby accepts the Property and the buildings, improvements and personal property situated thereon, in their present condition, with such changes therein as may hereafter be caused by reasonable deterioration. 7. CASUALTY LOSS. All risk of loss to the Property shall remain upon Seller prior to the closing. If, prior to the closing, the Property shall be damaged or destroyed by fire or other casualty, to a material extent, Purchaser may either terminate this Contract by written notice to Seller or close. If Purchaser elects to close, despite said material damage or destruction, there shall be no reduction in the purchase price, and Seller shall assign to Purchaser Seller's right,title and interest in and to all insurance proceeds resulting or to result from said damage or destruction. Unless otherwise provided herein, the term "material" shall mean damage or destruction, the cost of repairing which exceeds ten (10%)percent of the purchase price. In the event of less than material damage or destruction to the Property prior to the closing,Seller shall either repair the same prior to the closing, at Seller's expense, or reimburse Purchaser for the cost of repairing the same by assigning any insurance proceeds resulting therefrom to Purchaser and/or by allowing Purchaser to deduct such cost from the cash payable to Seller at the closing. If the extent of damage or the amount of insurance proceeds to be made available is not able to be detennined prior to the closing date specified in Section 8 below,or the repairs are not able to be completed prior to said date,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, but not more than thirty(30)days after the closing date specified in Section 8 below. 8. CLOSING. A. The closing of this Contract shall be held on or before March 31, 2017. If the bidder shall fail to close on the transaction within the time-frame prescribed in this section, save and except the termination provisions in Section 9, the Bid Security shall become the property of the seller and shall be considered as payment for damages caused by delay and other inconvenience suffered by the Seller because of such failure of the bidder subject to other provisions in this Contract of Sale. Closing shall take place at the _ces oft-. Title le Company at its address stated below; provided however,that if on such date the Title Company has not yet approved title or if there are objections made by Purchaser which have not yet been cured by Seller,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 but not more than thirty(30)days after the closing date above specified. B. At the closing, Seller shall deliver to Purchaser the following: (i)a Special Warranty Deed conveying the Property according to the legal description prepared by the surveyor as shown on the Survey of the Property, subject only to the Permitted Exceptions; (ii)a Title Policy issued by the underwriter for the Title Company pursuant to the Title Binder with the survey exception deleted(except as to shortages in area) subject only to the Permitted Exceptions,including specifically the deed restrictions as set out above; and (iii)possession of the Property, subject to the items listed in Section 13 and any and all retained easements. C. At the closing,Purchaser shall deliver to Seller in cash the total purchase price(the Earnest Money being applied thereto). D. Closing Costs. Each party shall pay its share of closing costs which are customarily paid by a Seller or Purchaser in a transaction of this character in Tarrant County, or as otherwise agreed. 9. TERMINATION. If this Contract is terminated by Purchaser in accordance with Section 4 or 7 above,the Earnest Money shall be promptly refunded to Purchaser, and the parties shall have no further obligation or liabilities one to the other. 10. DEFAULT. If Purchaser shall fail to consummate this Contract for any reason 'except the termination of this Contract pursuant to a right to terminate given herein in Section 9, Seller shall have the right to have the Earnest Money paid to Seller as liquidated damages for the breach of this Contract,or Seller CONTRACT OE SALE- PAGE 3 Resolution 17-12 may bring suit for damages against Purchaser or enforce specific performance of this Contract. 11. MISCELLANEOUS PR VISIONS. A. Date of Contract. The term"date of this Contract"as used herein shall mean the later of the two dates on which this Contract is signed by Seller or Purchaser, as indicated by their signatures below, which later date shall be the date of final execution and agreement by the parties hereto. B. Notices. Any notice or communication required or permitted hereundershall be deemed to be delivered, whether actually received or not, when deposited in the United States mail, postage fully prepaid,registered or certified mail, addressed to the intended recipient at the address on the signature page of this Contract. Any address for notice may be changed by written notice so given.Notices shall be delivered as follows: Seller- Town of Westlake,Texas Attention Tom Brymer,Town Manager 3001 Solana Blvd. Building 4, Suite 202 Westlake,Texas Boyle& Lowry,L.L.P. Attention L. Stanton Lowry 4201 Wingren, Suite 108 Irving, Texas 75062 (972)650-7100 Purchaser- T — � �57&71,Or- C. Attorney's Fees. Any signatory to this contract who is therevailing party in any legal proceeding against any other signatory brought under or with relation to this contract ortransaction shall be additionally entitled to recover court costs and reasonable attorney fees from the non-prevailing party. D. Integration. This Contract contains the complete agreement between the parties and cannot be varied except by the written agreement of the parties. The parties agree that there are no oral agreements, understanding, representations or warranties which are not expressly set forth herein. E. Survival. Any portion of this Contract not otherwise consummated at the Closing will survive the closing of this transaction as a continuing agreement by and between the parties. Shall any one or more of the provisions contained in this Contract be held invalid, illegal, or unenforceable in any respect or for any reason, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this contract shall be construed as if the invalid, illegal, or unenforceable provision(s) had never been contained herein. F. Binding Effect. This Contract shall inure to the benefit of and bind the parties hereto and CONTRACT OF SALE- PAGE 4 Resolution 17-12 their respective pe ive heirs,representatives, successors and assigns. G. This Contract may not be assigned by Purchaser. H. This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and successors where permitted by this Contract. I. This Contract shall be construed under and in accordance with the laws of the State of Texan and all obligations of the parties created hereunder are performable in Tarrant County,Texas. J. Time is of the essence in this Contract. K. This Contract constitutes the sole and only agreement of the parties and supersedes understandings or written or oral agreements between the parties respecting hhe witn subject matter. y prior 12. 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 sixty(60)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, and the earnest money, if any, shall be returned to Purchaser. SELLER: TOWN OF WESTLAKE TEXAS By: Tom Brymer 1301 Solana Blvd. Building 4, Suite 4202 Westlake,Texas 76262 Date of Execution: PURCHASER: 14y: Titic: LIS E Address: ?r- (�'4 T(N 6 co, PC pro CONTRACT OF SALE- PAGE 5 Resolution 17-12 Date of Execution:7A" A 1- vim Earnest Money received from, this day of 2017. TITLE COMPANY: By: Title: Address: • CONTRACT OF SALE_ PAGE 6 Resolution 17-12 ATTACHMENT TO CONTRACT OF SALE Fee simple title to that certain 1.189 acre tract of land situated in the Town of Westlake,Tarrant County,Texas, referenced as the "Easement Property" in that certain Access Easement dated October 14, 2011,by and between Margaret B. Lee, as Grantor,and the Town of Westlake,as Grantee. Resolution 17-12 { 10015 Margaret B. Lee ROIt_ten•e CF¢# DD208306067, DRTCT 5�8' COY 11 `t 03 SCALE: 1"= 50' P to N 5 rn 5 8C1 d rn co M U' N Ca zdWcp 51,813+/— Sq.Ft. C) oCo d r = 1.189 Acres Q --3 of _ 0 W . Cis POINT OF �' Rafl Pence BEGINNING _ S 89°52'59"W 330.46 Cly Asphalt 7-- Parking Westlake Municipal Complex Asphalt Driveway FIELD NOTES FOR A PORTION OF A TRACT IN THE RICHARD EADS SURVEY ABSTRACT NO. 492, SITUTATED IN THE TOWN OF WESTLAKE, TARRANT COUNTY TEXAS AS DESCRIBED IN A DEED OF RECORD FILED UNDER CLERK'S FILE No. D208308067, DEED RECORDS, TARRANT COUNTY, TEXAS, (DRTCT). SAID PORTION BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 5/8" capped iron found at the southwest corner of the tract described in a deed to Hwy 164 Land L.P. recorded under Clerk's File No. D209181335, DRTCT; THENCE S. 89'-52'-59"W. 330.46 feet along the north line of the Westlake Academy Municipal Complex and the south line of the herein described tract to a 5/8" capped iron set for corner; THENCE 9.`0O`-26'-56`W. 103.59 feet to a 5/8" capped iron set for corner; THENCE N. 72'-00'-117E. 346.58 feet to a 5/8" capped iron found at the most nortwesterly corner of the Hwy 164 Land. L.P. tract and the most northeasterly corner of the herein described tract; THENCE S. 00'-26'-56"E. along the west line of said.Hwy 164 Land L.P. tract a distance of 210.00 feet to the POINT OF BEGINNING and containing 813 Sq.Ft. or 1.189 acres. or I; Eric M. Ward, a Registered Professional Land ••Y• «.At MWId Surveyor In the State of Texas do hereby rM certify that this plat and field notes are a true d and accurate representation of a survey made, under my supervise n, on the gr and gistered Profession Surveyor No. 6217 WARD SURV YN rNa FORT NORTH, TEXAS 78182 Date—�� — P.O.BOX 820253-0233 — —1 PHONE 817-838-7088: FAX 817-838-7083 Resolution 17-12 ATTACHMENT TO BID PROPOSAL OF MARGARET B. LEE In addition to the offer of$1,200,000.00 for the two tracts of land (.235 acre Tract 1 and 6.610 acre Tract 2), Margaret B. Lee offers the following: 1. Fee simple title to that certain 1.189 acre tract of land situated in the Town of Westlake,Tarrant County,Texas,referenced as the "Easement Property" in that certain Access Easement dated October 14, 2011, by and between Margaret B. Lee, as Grantor,and the Town of Westlake, as Grantee. 2. Donation of the .235 acre Tract 1 to the Town of Westlake for the cemetery. 3. Donation of$10,000 to the Boy Scouts for expenses to relocate their operations on the 6.610 acre Tract 2. Resolution 17-12