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<br />.---- <br /> <br />WHEREAS, the aforesaid depot structure has been completed and the Chamber and its <br />related activities have occupied said structure, and the prior Chamber offices, previously defined <br />above as the Property, are standing vacant and have been offered for sale; and, <br /> <br />WHEREAS, during the course of the reconstruction and rehabilitation of the Depot <br />structure, the City of Paris incurred substantial costs, not covered by the aforesaid TxDOT grant, in <br />furtherance of completion of the Depot, said costs being incurred on behalf of and to be reimbursed <br />by the Visitors and Convention Council; and, <br /> <br />WHEREAS, as a result of the offering of the Property, the Chamber has received an offer <br />of$200,000.00 to purchase the entire Property, including the undivided seven-tenths (711 0) interest <br />owned by the Lamar County Chamber of Commerce and the undivided three-tenths (311 0) interest <br />owned by the City of Paris; and, <br /> <br />WHEREAS, the City of Paris and the Lamar County Chamber of Commerce are in mutual <br />agreement that the proceeds from the sale of the Property should be used to construct a myriad of <br />other improvements to the Depot property, to the mutual benefit of the City of Paris as Owner and <br />the Chamber of Commerce as Lessee of the Depot property; NOW, THEREFORE, PREMISES <br />CONSIDERED, THE PARTIES HERETO COVENANT AND AGREE AS FOLLOWS: <br /> <br />WITNESSETH <br /> <br />1. Sale. Seller shall sell to Buyer and Buyer shall purchase from Seller Seller's undivided three- <br />tenths (311 0) interest in and to that Property described as Lots 1, 2, and 2A of City Block <br />201-B, and as further described as tracts one and two in that Exhibit A attached hereto and <br />for all purposes incorporated herein. the same being that Property located at the northwest <br />comer ofthe intersection of 17th Street S. W. and Clarksville Street in the City of Paris, Paris, <br />Texas, also known as the offices of the Lamar County Chamber of Commerce. Seller shall <br />convey its undivided three-tenths (311 0) interest by General Warranty Deed to Buyer in a <br />fonn acceptable to both parties. <br /> <br />2. Purchase Price. The purchase price for the entire Property shall be Two Hundred Thousand <br />and noli 00 Dollars ($200,000.00), subject to the adjustments and conditions provided herein. <br /> <br />a. Any and all costs of the ultimate sale of the Property, the same consisting of the <br />Chamber of Commerce's seven-tenths (7/10) undivided interest and the City of <br />Paris's three-tenths (311 0) undivided interest, and any and all similar costs as shall be <br />associated with this transfer to the Chamber of the City's undivided interest, shall be <br />deducted from said $200,000.00, provided said closing costs are reasonable and <br />customary as associated with said transfer and sale. <br /> <br />b. All costs of appraisals associated with said transactions shall be deducted from said <br />$200,000.00. <br /> <br />Page 2 of 7 <br />