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2002-198-RES ACCEPT PROPOSAL TO PURCHASE GRAND THEATRE ,~ ~ RESOLUTION NO. 20,0,2-198 - . A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, ACCEPTING THE PROPOSAL FOR THE PURCHASE OF THE PARIS GRAND THEATER; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A PURCHASE CONTRACT IN A FORM APPROVED BY THE CITY ATTORNEY; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Paris has received a proposal, attached hereto as Exhibit A, for the purchase of the Paris Grand Theater from Henry VanBuren, by and through his attorney, Philip B. Smith, Jr.; and, WHEREAS, the City Council desires to accept the aforesaid proposal of Henry VanBuren and authorize the City Manager to negotiate and execute a purchase, subject to the review of said contract by the City Attorney; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the proposal of Henry VanBuren, attached hereto as Exhibit A, for the purchase of the Paris Grand Theater be, and the same is hereby, accepted. Section 3. That the City Manager be, and he is hereby, authorized and directed to negotiate and execute, on behalf of the City of Paris, a purchase contract with Henry VanBuren, under the terms and conditions and in a form approved by the City Attorney. Section 4. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this 23rd day of December, 2002. 4~/ "777__ ~~ Richard Manning, Mayor em ATrEST: ""'~ ,'\..,~"^~ Mattie Cunningham, City Clerk ~ ~ APPROVED AS TO FORM: Dee 1~ 2002 2:35PM Pr-:;MITH ATTY 80"""'858073 p.l PHILIP B. SMITH, JR. ATTORNEY AT LAW 1700 Place 1700 FM 195 Paris, Texas 75462 Phone: (903)785-9070 Fax: (903)785-9073 December 19, 2002 Via Facsimile 782-9721 Larry Schenk, Esq. City Attorney City of Paris Paris, Texas Re: Plan for Purchase and Renovation of the Paris Grand Theater Dear Larry: In accordance with our previous telephone conversations, I represent Henry VanBuren, a resident of Paris, Texas, who has retained me to represent him and a group of investors in acquiring and renovating the Paris Grand Theater located on Lamar Avenue, downtown. It is my understanding that the City of Paris, Paris lSD, Lamar County and Paris Junior College (jointly referred to herein as the "Taxing Entities") own this property (hereinafter called the "Property"), with Lamar County as Trustee pursuant to a purchase from a Sheriffs sale for unpaid taxes conducted March 6, 2001. Mr. VanBuren is also represented by The Law Offices of Paul Ngoyi, located in Dallas, Texas, which is in the process of creating the entity for the investors who will become members of the entity (with the entity being the ultimate purchaser of the Property, and herein called the "Purchaser"). Mr. Ngoyi will be the trustee for the entity who will sign the Contract to purchase the Property from the Taxing Entities. All of the investors, as well as the name ofthe entity (which will probably take the form of a limited liability company) will be disclosed to the Taxing Entities, at the time of entering into a Contract of Purchase to acquire the Property. I have disclosed to Mr. VanBuren that the purchase price for the Property will be in the vicinity of$56,000.00 cash, representing the amount of the unpaid taxes owing against the Property at the time of the tax sale on March 6, 2001. The Contract of Purchase will commit the Purchaser to deposit $25,000.00 in escrow as Earnest Money with Stone Title Company, Inc., as Escrow Agent, which money will be subject to refund to the Purchaser if Purchaser's due diligence on the Property results in the Purchaser not going forward to purchase the Property at Closing. The balance of the purchase price will be paid by the Purchaser at the Closing. The purchase of the Property will be conditioned, of course, upon the purchasing entity being able to acquire good and indefeasible title to it which will be insurable by an underwriter for Stone Title Company, Inc. as soon as the applicable EXHIBIT A Dee 19 2002 2:35PM PB-SMITH ATTY 90~e59073 p.2 Larry Schenk, Esq. December 19, 2002 Page 2 underwriter permits, following the period of redemption arising from the Sheriff's tax sale. Title to the Property will be conveyed to the Purchaser at Closing by Special Warranty Deed executed and delivered by Lamar County, as Trustee for the Taxing Entities. The Purchaser must enter into a Contract with the Taxing Entities regarding the Property prior to December 31, 2002, for tax related purposes. The Contract that is contemplated will provide for a period of due diligence to the Purchaser for it to examine the condition of the present improvements and assure itself that the structure of the improvements is such that the renovation project can be completed for the Purchaser's budgeted costs. Assuming that the conditions of title and of the improvements are acceptable to the Purchaser, the Purchaser contemplates closing the actual purchase and paying the purchase price to the Taxing Entities on or about April], 2003 (the "Closing"). Prior to Closing (during the term of the Contract of Purchase), the Purchaser will require (a) access to the Property to accomplish the clean-up of debris within the theater, so that it may be safely shown to the investors in the purchasing entity and (b) that utilities be turned on and operating at Purchaser's direction to the utility companies and expense, so that Purchaser will be able to assess the needs, renovations and repairs at the Property with regard to utilities. The following "bullet points" outline the Purchaser's concept for the Grand Theater, which is tentatively scheduled to be named "The Paris Grand:" Keep as much of the original decor as possible and make very few structural changes. Modernize everything, but keep the old theater alive with a 1940's feel. . The main use of the building will be for THE PARIS GRAND SUPPER CLUB THE PARIS GRAND SPORTS CLUB THE PARIS GRAND COFFEE HOUSE & ICE CREAM PARLOR PARIS HISTORICAL DISPLAYS SHOPPING WITH SMALL STORES, BOUTIQUE . The Supper Club will be in the main theater. Decor will be elegant 1940's with leather booths (facing the stage) and soft lighting. Provide entertainment and events i.e., bands, plays, old movies. Semi-Formal; Traditional American & European Menu; Full Bar & Wine List; Dance Floor. Also make the facility available to companies, churches and organizations to use for conferences, seminars, etc. . The Sports Club will be located behind the big screen with a private side entrance. Casual elegance. Bar, booth and table seating. Several TV's; Billiards; Traditional Popcorn Machine; Casual Dining. . The Cotli~e House & Ice Cream Parlor will be uostairs next to the second theater with a orivate entrance which is totallv senarate from all other entrances. This facility will be NON- Qec 19 2002 2:36PM pr'MITH ATTY 90~59073 p.3 Larry Schenk, Esq. December 19, 2002 Page 3 PROFIT and geared toward Paris' youth. Couch & table seating, small stage for readings, poetry & music. There will also be a computer center where high-speed internet connections are provided with various training classes. Coffee & espresso; Casual Dining & Ice Cream . Display pictures and commentaries throughout the facility about the history of Paris. . Lease out space for a small boutique or gift shop. . A Central kitchen facility will service all three restaurants. . Form a Planning Committee. . Retain an architect for the design of the interior. . Work with local historians regarding the era the theater was built. Obtain historical photographs ofthe history of Paris, the theater & the square . Apply for a government grant - the building qualifies as a historical building. . Apply for a liquor license solelv for the Supper Club and the Sports Club. I am also informed by Mr. Henry VanBuren that there are several long-term residents of Paris who have expressed an interest in this project and in serving on the Planning Committee for it. These parties will be disclosed to the City prior to the closing of the transaction following the due diligence which the Purchaser will commence after entering into a Contract with the Taxing Entities. Please take this proposal under consideration and let me know what the process should be for entering into the Contract with the Taxing Entities. I will volunteer to prepare the Contract of Purchase. Thank you for all of your assistance in discussing this project with me and communicating its concept to the necessary parties among the applicable governmental authorities. 61f~Y:~ . Phi~h'k. ~ cc: Mr. Henry VanBuren