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2002-074-RES APPROVE/AUTHORIZE EXECUTION OF EARNEST MONEY CONTRACT FOR PURCHASE OF SITE FOR NEW LAW ENFORCEMENT CENTER RESOLUTION NO. 2002-074 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF AN EARNEST MONEY CONTRACT FOR THE PURCHASE OF A SITE FOR A NEW LAW ENFORCEMENT CENTER; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City Council, at its January 14, 2002, meeting, authorized City staff to pursue further negotiations regarding all properties currently under consideration for possible siting of a new police/municipal courts building; and, WHEREAS, as a consequence of said authorization, letters were forwarded by the City Legal Department to the owners and/or agents for thirteen (13) potential sites for the new building; and, WHEREAS, as a result of said solicitations and inquiries, a review of responses to said solicitations, input from the City's architect regarding said project, and comment and review by City staff, including the City Manager, City Attorney, and the Police Chief, the City Council has determined the best possible site for said building; and, WHEREAS, the City Council did heretofore, on the 11th day of March, 2002, in Resolution No. 2002-060, authorize the City Manager, City Attorney, and Police Chiefto enter into negotiations for a formal earnest money contract for the purchase of that property located at Collegiate Drive and Clarksville Street, known as the "UARCO" property and owned by Rodgers and Wade Corporation, with a negotiated purchase price of $1,275,000.00, subject to the necessary rights, reservations, terms, and conditions associated with the purchase of said property , including the obligation for conveyance by fee simple warranty deed accompanied by appropriate title work and insurance guaranteeing clear title thereof; and, WHEREAS, the City Council did heretofore, on the 8th day of April, 2002, in Resolution No. 2002-068, authorize the City Manager to execute a Real Estate Purchase Agreement with Leggett & Platt, Incorporated, a Missouri corporation, for the purchase of said property, under the terms and conditions and in a form acceptable to the City Manager and the City Attorney; and, WHEREAS, since approval of said Resolution No. 2002-068, the City Manager, City Attorney, and Police Chief have been in negotiations with attorneys for Leggett & Platt, Incorporated, for the terms of a Real Estate Purchase Agreement, and said negotiations are now complete and it is appropriate that said Agreement be executed; 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 City Manager be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, a Real Estate Purchase Agreement with Leggett & Platt, Incorporated, a Missouri corporation, for the purchase of that property located at Collegiate Drive and Clarksville Street, known as the "DARCO" property, under the terms and conditions and in the form shown in Exhibit A, attached hereto, subject to the review by the City Attorney of title exceptions listed therein. Section 3. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this 13th day of May, 2002. ~~~ ATTEST: MAY-10-2002 16:45 I .EGGETT PLATT 417 358 8449 P.03/09 Fill41: ~/10/02 REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (this "Agreement") is made as of the _day of May 2002, by and between Leggett & Platt, Incorporated, a Missouri corporation, with an address for notice purposes at NO.1 Leggett Road, Carthage, Missouri 64836, Attention: GeneraJ Counsel (whether one or more, "Seller"), and the City of Paris, County of Lamar, State of Texas, a body politic, with an address for notice purposes at 135 First Street S.E., Paris, Texas 75461, At1ention: Mattie Cunningham, City Clerk (whether one or more, "Buyer"). 1. SALE. Seller shall sell to Buyer and Buyer shall purchase from Seller an approximately 83,000 sq. ft. main building (the "Building") situated on 2 tracts ofland containing approximately 23 acres (the "Land") located in the County of Lamar, City of Paris, State of Texas, the same being commonly known as The DARCO Building, 2800-2910 ClarksviUe Street, Paris, Texas, together with all fixtures contained in the Building and other improvements located on the Land, but excepting any equipment and machinery (regardless of whether the same is bolted to or otherwise affixed to the Building) used by Seller in the business it presently conducts in the Building (collectively, the "Property"). A metes and bounds description of the Land is attached hereto as Exhibit A. and the same is incorporated herein for all purposes. 2. PURCHASE PRICE AND DEPOSIT. The purchase price for the Property shall be ONE MILLION TWO HUNDRED SEVENTY FIVE rnOUSAND AND NO/IOO DOLLARS ($1,275,000.00), subject to the adjustments provided herein. (a) Contemporaneously with the execution of this Agreement, Buyer has deposited or will deposit the sum of TWENTY FIVE THOUSAND AND NOll 00 DOLLARS ($25,000.00) (the "Deposit") with Seller, which shall be applied towards the purchase price on the Closing Date; (b) On the Closing Date, Buyer shall pay Seller the balance of the purchase price, and Seller shall retain the Deposit; 3. DEED. At closing, Seller shall deliver a General Warranty Deed to Buyer conveying fee simple title to the Property, free and clear of all liens., claims and encumbrances, except the following ("Permitted Encumbrances"): . (a) real estate taxes and assessments not yet due and payable; (b) easements or other grants in favor of third parties that do not materially interfere with the current use of the Property; (c) easements or other grants to utility companies and/or public or quasi-public entities to facilitate the delivery of utilities to the Property, or for road, water, sewer or other public purposes, regardless of whether they are for the benefit of the Property; (d) those liens and encumbrances listed on the attached Schedule 3; and (e) those liens and encumbrances which Buyer waives on or before the Closing Date. .. 4. TITI..E INSURANCE. Within thirty (30) days of the execution hereof, Seller shall obtain) at Seller's expense, a commitment .from a title insurance company licensed to do business in the State of Texas (the "Title Company") to issue a standard policy of title insurance on the appropriate TLTA form in the amount of the purchase price, and deliver the same to Buyer. If any encumbrances exist on Seller's title other than the Permitted Encumbrances, Seller shall have sixty (60) days to cure or EXHIBIT LL MAY-10-2002 16:45 LEGGETT PLATT 417 358 8449 P.04/09 remove the same. If the encumbrances are not cured or removed within such period Buyer may, as its sole option, either (i) waive such encumbrances and continue to closing, or (ii) terminate this J Agreement and recover the Deposit, it being agreed that no damages against Seller shall be recoverable. The cost of any title insurance policy obtained by Buyer shall be paid by Buyer. All title company settlement fees shall also be paid one halfby Buyer and one half by Seller. All recording fees shall be paid by Buyer. 5. SURVEY. Buyer may at its own cost obtain a metes and bounds survey of the Property. The description of the Property contained in the Survey shall be substituted for the description contained in Exhibit A to this Agreement if the same differs in any respect from the Survey description. Seller does not guarantee the exact amount of area of the Land or the Building, it being agreed and understood that Pennitted Encumbrances may reduce such area, and that Buyer shall solely rely on its own due diligence fo determine such area. 6. CONTINGENCIES. (a) Buyer's Inspections. From the execution of this Agreement until June J 5, 2002, Buyer and its agents shall have the right to perform inspections on the Property that Buyer deems advisable, jncluding but not limited to inspections concernmg envirownental conditions, asbestos, applicable zoning laws, building codes, potable water availability, availability of utilities such as electric power, public road access, and soil percolation tests. From the full execution oftrus Agreement until June 15, 2002 (or the earlier termination of this Agreement), Buyer is hereby granted a limited license by Seller to access the Property for the sole purpose of performing such inspections. Buyer shall give Seller reasonable notice prior to its perfonnance of any such inspection, and Buyer shall ensure that such inspections do not interfere with Seller's current use of the Property. Buyer shall indemnify and hold Seller harmless from and against any damage to the Property, or any personal injury to any person or property damage of any 3"' party that occurs, directly or indirectly, as a result of Buyer's or its agents inspections. Buyer's obligation to purchase the Property shall be conditioned upon Buyer's reasonable satisfaction with the results of its inspections. If Buyer is not reasonably satisfied with its inspections, Buyer may terminate this Agreement upon written notice to Seller at any time within the inspection period, and in that event Buyer shall receive a refund of the Deposit. (b) Financing. Seiter acknowledges that Buyer iutends to finance its purchase of the Property hereunder by seJling Certificates of Obligation as permitted WIder the laws of the State of Texas (the "Certificates"). Buyer agrees to use diligent efforts to promptly consummate the sale of the Certificates, and shall immediately notify Seller in writing when the sale of the Certificates is completed. In the event Buyer is unable to complete the sale of the Certificates for any reason other than its own willful acts or omissions, Buyer may terminate this Agreement upon written notice to Seller, and in that event Buyer shall receive a refund of the Deposit, and neither pany shall have any further liability or obligation to the other under this Agreement. In the event Buyer is unable to complete the sale of the Certificates within six (6) months from the fuJl execution of this Agreement and it has not previously tenninated this Agreement as set fonh in the preceding sentence, Seller may tenninate this Agreement upon written notice to Seller at any time after the expiration of such six (6) month period. ~ 7. CONSTRUCTION OF NEW F AClLITY. (a) Within sixty (60) days of its receipt of written notice that Buyer has completed the sale of the Certificates as set forth in Section 6(b) of this Agreement, Seller will commence 2 MAY-10-2002 16:46 LEGGETT PLATT 417 358 8449 P.05/09 construction of a new building within the City of Paris, Texas, similar or greater in size in comparison to the Building being purchased by Buyer pursuant to this Agreement (the "New Facility"). Within nine (9) months of the commencement of the construction of such New Facility, Seller will substantially complete such construction. (b) If Seller fails to timely commence construction of the New Facility, or if Seller fails to timely complete construction of the New Facility, Buyer's sole remedy shall be to terminate this Agreement at any time before commencement of such construction or completion of such construction, as the case may be, by delivering written notice of such termination to Seller. In that event, Buyer shall receive a refund of the Deposit, and neither party shall have any further liability or obligation to the other under this Agreement. 8. CLOSING DATE; PLACE OF CLOSING. The completion of the transactions contemplated hereby (i.e., the transfer of the deed to-the Property to Buyer and Buyer's payment of the balance of the purchase price) (the "Closing") shall take place as soon as practical foUowing substantial completion of the New Facility, and in any event not less than thiI1y (30) days after Seller notifies BuyeT in writing that the New Facility is substantially complete. The Closing shall take place at the offices of the Title Company at a mutually agreeable time of day. Notwithstanding anything contained herein to the contrary, Buyer shall have no obligation to complete the Closing prior to the date that is five (5) months from the date of this Agreement. 9. CONDEMNATION. If all or any part of the PropeI1y is condemned or if Seller receives notice that the Property or any portion thereof wi II be needed for public use, then Seller shall promptly notify Buyer in writing. Then, at the option of Buyer (exercisable within 30 days), this Agreement may be terminated in which event Buyer's Deposit wi)) be refunded and neither party shall have any further claim against the other. If this Agreement is not terminated by Buyer, the purchase price shall not be reduced but Seller shall assign all condemnation proceeds to Buyer at Closing. 10. CASUALTY LOSS. Hall or any part of the Property is materially damaged or destroyed by fire, Act of God, weather or other casualty, Seller shall promptly notifY Buyer in writing. Then, at the option of Buyer (exercisable within 30 days), this Agreement may be terminated in which event Buyer's Deposit will be refunded and neither party shall have any further claim against the other. If this Agreement is not terminated by Buyer, the purchase price shall not be reduced but Seller shall assign all ofits right to any insurance proceeds directly relating to the damage or destruction of the Property (but not any insurance proceeds relating to any matter other than damage or destruction of the Property, including without limitation any proceeds relating to inventory loss or business intenuption) to Buyer at Closing. Nothing contained herein shall be construed as obligating Seller to obtain or maintain casualty insurance respecting the Property. .. 11. CLOSING ADJUSTMENTS. AU real estate taxes and rents shall be pro-rated as of the Closing Date. If propane or other fuel is stored at the Property and used in connection therewith, Buyer shall pay Seller for same, and Seller shall assume any tank lease. Buyer shall pay all mailing and recording fees for the deed delivered by Selle!. 12. POSSESSION. On the Closing Date, Seller shall deliver possession of the Property to Buyer. 3 MAY-10-2002 16:46 I_EGGETT PlATT 417 358 8449 P.06/09 13. BROKER. Each party represents to the other party that they have dealt with no broker, finder or other person entitled to a fee concerning the transactions covered by this Agreement, and each party shall defend, reimburse and indemnitY the other against any liabilities and expenses (including reasonable attorney's fees) arising out of any breach of the representations contained in this section. 14. "AS IS" SALE. Buyer hereby acknowledges that Seller is conveying the Property strictly and solely on an "as is, where is" basis, and with all faults, and that SeHer has made no materiaJ representations or given any warranties to Buyer or its agents respecting the status, condition or any other aspect of the Property. Buyer covenants and agrees that it will solely rely on its own inspections with respect to the condition and status of the Property, and not on any statements made by Seller or its agents, and that upon closing of title all of Seller's obligations and liabilities hereunder and with respect to the Property shall ~e deemed merged into the deed. 15. MISCELLANEOUS. (a) This Agreement shall be governed by the laws of the State of Texas. Ifany provision of this Agreement is determined to be illegal, invalid or unenforceable, such determination shall not affect the legality, validity and enforceability of the remaining provisions of this Agreement. (b) This Agreement shall be binding upon the parties' executors, personal representatives, legatees and heirs. (c) Notices, demands or other communications hereunder shall be in writing and delivered in person or via telecopy, overnight delivery service or certified mail, return receipt requested, to the addresses listed in this Agreement. (d) This Agreement constitutes the entire agreement among the parties and supersedes any prior understandings or agreements, written or oral, that relate to the subject hereof This Agreement may not be modified or amended unless in writing and signed by each of the parties hereto. (e) If any action or proceeding brought by any party to enforce the terms of this Agreement or to recover damages for breach of this Agreement, (i) no punitive or consequential damages may be sought or recovered, and (ii) the party prevailing on substantially all of the material issues in such action or proceeding shall be entitled to recover all of its reasonable attorneys' fees, court costs and expenses of litigation. (f) The headings contained in this Agreement are for the convenience of the parties only and shall not have any substantive effect. This Agreement shall be deemed to have been mutually drafted by all parties after consultation with counsel, and thus ambiguities contained herein shall not be resolved in favor of anyone party over the other. (g) Notwithstanding any other provision of this Agreement, when a period of time is prescribed for any action to be taken by Seller, Seller shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to strikes or other labor problems, riots, acts of God, weather, shortages of labor or materials, war, acts of aggression or terror, laws, regulations or restrictions, or any other fact or circumstance that is beyond the reasonable control of Seller. (h) The failure of the parties to exercise any of their respective rights hereunder or to insist upon strict performance of any of the terms, conditions. and covenants herein shall not be deemed a waiver of any such rights or terms, conditions, and covenants, nor deemed a waiver of any initial or subsequent breach by any party of the terms, conditions, and covenants herein contained. "'.' 4 MAY-10-2002 16:47 LEGGETT PLATT 417 358 8449 P.07/09 (i) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but together they shall constitute one and the same contract. Faxed signatures shall be deemed fully effective. G) The transactions contemplated by this Agreement are between two business entities and are intended to be commercial in nature. Accordingly, no court decision, statute, law or regulation relating to the protection of consumers or the purchase/sale of residential real estate shall be applicable to the parties dealings under or pursuant to this Agreement. (k) This Agreement is not intended to benefit, and the parties hereby confirm it does not create any rights or privileges in or to, any third parties. 16. AUTHORIZATION. Each person executing this Agreement on behalf of any party to this Agreement warrants and represents to the other party that he/she has full and complete authorization and authority to execute this Agreement on behalf of such party (subject, in the case of Buyer, to the City Council's approval). Prior to or at Closing, each party shall provide the other with proofof such authorization and authority. IN WITNESS WHEREOF, this Agreement has been executed effective as of the day and year first above written. SELLER: Leggett & Platt, Incorporated BUYER: City of Paris, Texas By: By: Name: Title: Name: Title " 5 MAY-10-2002 16:47 LEGGETT PLATT 417 358 8449 P.08/09 EXHIBIT A (Property Desaiption) First Tract: Situated in the County of Lamar and State of Texas, out of the George W. Cox survey and being described as follows; BEGINNING at a stake in the NBL of the right of way oCthe Texas & Pacific Railway, a distance of 928 feet North 83033 min West oCche SEC of the 59.2 acres of land as conveyed to Paris Junior College District by the Regents of the University of Texas, on June I, 1945, ofroc:ord in Book 274, page 409, Lamar County Deed Records. THENCE North I n East 1083 feet a stake in the SBL of U.S. Highway 271: THENCE with the SBL of U.S. Highway 271, North 650 West 826 feet; THENCE South 0050 min. West 1346 feet to the North right of way fence of the Texas & Pacific Railway; THENCE with said right of way fence South 83033 min. East, 755 feet to the place of beginning, containing approximately 20.99 acres ofland. S~nd Tract: Situated in the County of Lamar and State of Texas, out of the George W. COX survey and being described as follows: BEGINNING at a stake in the SBL of the U.S. Highway 271, same being the NWC of the lot conveyed by Paris Junior College to Westinghouse on January 9, 195.1, as shown of record in Book 318, Page 300, Lamar County Deed Records. THENCE in a southerly direction along the WBL of the said Westinghouse tract a distance of 1048 feel a stake in the WBL of said Westinghouse tract: THENCE north 79u 24 min. 38 sec. East lOt. 73 feet to a stake; THENCE in a northerly direction parallel to and 100 feet East of the WBL of the said Westinghouse tract a distance of982.67 feet a stake in the SBL of U.S. Highway 271; THENCE in a Northwesterly direction along the SBL of U.S. Highway 271, a distance of 110.34 feet to the place of beginning, containing approximately 2.33 acres of land. " <1 MAY-10-2002 16:47 LEGGETT PLATT 417 358 8449 P.09/09 SCHEDULE 3 (Permitted Title Exceptions) a. Sl::Wcr Easement from Paris Junior College School Dist. to the City o-CParis dated April 27, 1951, or record in Book 321, Page 421, Lamar County Deed Reoords. b. Right of Way Easement from Paris Junior College School Dist. to Texas Power & Light Co. dated March 16, 1951, of record in Book 321, Page 573, Lamar County Deed Records. c. Easement for Storm Sewer reserved in deed dated May I, 1956, of record in Book 350, Page 31, Lamar County Deed Records from Westinghouse Electric Corp. to Uarco Jnc. d. Easement for Sanitary S~erreservcd in deed dated May 1, 1956, of record in Book 350, Page 31, Lamar County Deed RC(:()rds from Westinghouse Electric Corp. to Uarco Inc. e. Easement from Uarco Inc. to Westinghouse Eloctric Corp. for Railroad spur dated May 10, 1956, ofrecord in Book 344, Page 595, Lamar County Deed Records. f Easement and Right of Way from Uarco Inc. to Texas Power and Light Co., dated August 9, 1956. of record in Book 352, Page 166, Lamar County Deed Records. g. Sanitary SeweJ' Easement from Uarco Inc. to the City of Paris dated March 22. 1963, of record in Book 400, Page 402, Lamar County Deed Records. h. Sewer Easement from Varco Inc. to Pllris Junior CoJlegc dated February 4, 1966, ofrecord in Book 440, Page 38, Lamar County Deed Records. i. Easement for highway purposes from Varco Inc. to the State of Texas dated Sept. 3, 1970, of record in Book 5 J R, Page 82, Lamar COWlty Deed Records. J. Easement and Right of Way from Varco lnc. to Texas Power and Light Co., dated April 5, 1983, of record in Book 656, Page 816, Lamar COWlly Deed Records. 7 TOTAL P. 09