2003-059-RES APPROVE/AUTHORIZE REAL ESTATE PURCHASE AGREEMENT WITH CHAMBER OF COMMERCE FOR 3/10 OF LOT 1 BLOCK 102, LOTS 2A & B BLOCK 102-B
RESOLUTION NO. 2003-059
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS,
PARIS, TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF
A REAL ESTATE PURCHASE AGREEMENT WITH THE LAMAR
COUNTY CHAMBER OF COMMERCE FOR THE PURCHASE OF THE
CITY OF PARIS'S THREE-TENTHS (3/10) INTEREST IN AND TO LOT 1,
CITY BLOCK 102 AND LOTS 2 AND 2-A, CITY BLOCK NO. 102-B,
LOCATED AT 1651 CLARKSVILLE STREET, PARIS, TEXAS; MAKING
O'lllliKFINDINGS AND PROVISIONS RELATED TO THE SUBJECT AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Paris and the Chamber of Commerce are currently joint owners
in that Property located at the northwest comer of the intersection of 17th Street S.E. and
Clarksville Street in the city of Paris (hereinafter referred to as the "Property"); and,
WHEREAS, said Property and accompanying Building (hereinafter referred to as the
"Building") were originally purchased by the Chamber of Commerce by Warranty Deed dated
February 1, 1983, found at Volume 654, Page 164 of the Deed Records of Lamar County, Texas,
said Building being purchased to be used as the central offices of the Lamar County Chamber of
Commerce; and,
WHEREAS, thereafter, the Chamber of Commerce offered to the City of Paris and the
City of Paris accepted the offer of the purchase of an undivided three-tenths (3/10) interest in and
to the aforesaid Property, for the purchase price of $100,000.00, and the City of Paris accepting
said offer, by General Warranty Deed dated March 27, 1984, the same being found at Volume
670, Page 14 of the Deed Records of Lamar County, Texas, purchased and acquired the aforesaid
three-tenths (3/10) interest in said Property; and,
WHEREAS, thereafter, the City of Paris entered into a series of lease agreements with
the Lamar County Chamber of Commerce whereby the City's undivided three-tenths (3/10)
interest in the Property was leased by the Lamar County Chamber of Commerce in exchange for
the aforesaid Chamber of Commerce using the aforesaid premises in part for Visitors and
Convention Council activities, as permitted by Section 30-38 of the Code of Ordinances of the
City of Paris; and,
WHEREAS, thereafter, the City of Paris, on behalf of the Chamber of Commerce, sought
and received approval for a grant from the Texas Department of Transportation (TxDOT) to
substantially rehabilitate and reconstruct that building known as the Santa Fe-Frisco Depot, a
historical structure located at 1125 Bonham Street, with the understanding between the City and
the Chamber that, upon final rehabilitation of said structure, the Chamber would occupy said
structure to conduct Chamber of Commerce, Paris Economic Development Corporation, and
Visitors and Convention Council activities, in addition to utilizing a portion of said structure for
the support of the activities of the Lamar County Genealogical Society and another portion of said
structure as a transportation museum; and,
WHEREAS, the aforesaid depot structure has been completed and the Chamber and its
related activities have occupied said structure, and the prior Chamber offices, previously defmed
above as the Property, are standing vacant and have been offered for sale; and,
WHEREAS, during the course of the reconstruction and rehabilitation of the Depot
structure, the City of Paris incurred substantial costs, not covered by the aforesaid TxDOT grant,
in furtherance of completion of the Depot, said costs being incurred on behalf of and to be
reimbursed by the Visitors and Convention Council; and,
WHEREAS, as a result of the offering of the Property, the Chamber has received an offer
of $200,000.00 to purchase the entire Property, including the undivided seven-tenths (7/10)
interest owned by the Lamar County Chamber of Commerce and the undivided three-tenths (3/10)
interest owned by the City of Paris; and,
WHEREAS, the City of Paris and the Lamar County Chamber of Commerce are in mutual
agreement that the proceeds from the sale of the Property should be used to construct a myriad
of other improvements to the Depot property, to the mutual benefit of the City of Paris as Owner
and the Chamber of Commerce as Lessee of the Depot property; and,
WHEREAS, the City Council of the City of Paris, by prior Resolution No. 2003-028,
approved February 10, 2003, has previously approved and authorized the execution of a prior Real
Estate Purchase Agreement with the Lamar County Chamber of Commerce for the purchase of
the City's three-tenths (3/10) interest in and to the Property; and,
WHEREAS, in excess of thirty (30) days has transpired since the original authorization
of sale of said property by the City Council; and,
WHEREAS, the aforesaid prior Real Estate Purchase Agreement, consistent with the
Chamber's Real Estate Purchase Agreement with the Buyer, contained a requirement that the sale
of the property be consummated by or before March 1, 2003; and,
WHEREAS, the aforesaid deadline for closing on the property has passed and the prior
real estate purchase agreement has expired, and the City Council has been requested to approve
a subsequent Real Estate Purchase Agreement on essentially the same terms and conditions as the
prior agreement, but containing a later date for closing on the sale of the property; and,
WHEREAS, it is deemed appropriate that the Real Estate Purchase Agreement, attached
hereto as Exhibit A, be in all things approved and that the City Manager be authorized to execute
the same; 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 a Real Estate Purchase Agreement by and between the City of Paris and
the Lamar County Chamber of Commerce, a copy of which is attached hereto and for all purposes
incorporated herein as Exhibit A, for the purchase of the City of Paris's three-tenths (3/10)
interest in and to Lot 1 of City Block No. 102 and Lots 2 and 2-A of City Block No. 102-B,
located at 1651 Clarksville Street, Paris, Texas, be, and the same is hereby, approved.
Section 3. That the City Manager, Michael E. Malone, be, and he is hereby, authorized
and directed to execute, on behalf of the City of Paris, the Real Estate Purchase Agreement with
the Chamber of Commerce, under the terms and conditions and in the form shown in Exhibit A,
attached hereto.
Section 4. That the City Manager, Michael E. Malone, shall be, and he is hereby,
authorized to execute any and all documents associated with the sale and transfer of the property
to the Lamar County Chamber of Commerce, in such form as said documents shall be approved
by the City Attorney.
Section 5. That this resolution shall be effective from and after its date of passage.
PASSED AND APPROVED this 17th day of March, 2003.
~~~~~~
Michael J. Pfiester, Mayor or
Richard Manning, Mayor Pro Tern
ATTEST:
L-mttt'l::,~ ,~~'\ \i ,,~)
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
REAL ESTATE PURCHASE AGREEMENT
STATE OF TEXAS ~
KNOW ALL MEN BY THESE PRESENTS
COUNTY OF LAMAR ~
This Real Estate Purchase Agreement (this Agreement) is made as of this 17th day of
March, 2003, by and between the City of Paris, Paris, Texas, a municipal corporation, acting by
and through its City Manager, Michael E. Malone, duly authorized, hereinafter called Seller, and
the Chamber of Commerce of Lamar County, Inc., Paris, Texas, acting by and through its
President, Gary Vest, duly authorized, hereinafter called Buyer.
WHEREAS, the City of Paris and the Chamber of Commerce are currently joint owners
in that Property located at the northwest comer of the intersection of 17th Street S.B. and
Clarksville Street in the city of Paris (hereinafter referred to as the "Property"); and,
WHEREAS, said Property and accompanying Building (hereinafter referred to as the
"Building") were originally purchased by the Chamber of Commerce by Warranty Deed dated
February 1,1983, found at Volume 654, Page 164 of the Deed Records of Lamar County, Texas,
said Building being purchased to be used as the central offices of the Lamar County Chamber of
Commerce; and,
WHEREAS, thereafter, the Chamber of Commerce offered to the City of Paris and the
City of Paris accepted the offer of the purchase of an undivided three-tenths (3/10) interest in and
to the aforesaid Property, for the purchase price of $100,000.00, and the City of Paris accepting
said offer, by General Warranty Deed dated March 27, 1984, the same being found at Volume
670, Page 14 of the Deed Records of Lamar County, Texas, purchased and acquired the aforesaid
three-tenths (3110) interest in said Property; and,
WHEREAS, thereafter, the City of Paris entered into a series of lease agreements with
the Lamar County Chamber of Commerce whereby the City's undivided three-tenths (3/10)
interest in the Property was leased by the Lamar County Chamber of Commerce in exchange for
the aforesaid Chamber of Commerce using the aforesaid premises in part for Visitors and
Convention Council activities, as permitted by Section 30-38 of the Code of Ordinances of the
City of Paris; and,
WHEREAS, thereafter, the City of Paris, on behalf of the Chamber of Commerce, sought
and received approval for a grant from the Texas Department of Transportation (TxDOT) to
substantially rehabilitate and reconstruct that building known as the Santa Fe-Frisco Depot, a
historical structure located at 1125 Bonham Street, with the understanding between the City and
the Chamber that upon final rehabilitation of said structure, the Chamber would occupy said
structure to conduct Chamber of Commerce, Paris Economic Development Corporation, and
Visitors and Convention Council activities, in addition to utilizing a portion of said structure for
Page 1 of 8
EXHIBIT A
the support of the activities of the Lamar County Genealogical Society and another portion of said
structure as a transportation museum; and,
WHEREAS, the aforesaid depot structure has been completed and the Chamber and its
related activities have occupied said structure, and the prior Chamber offices, previously defined
above as the Property, are standing vacant and have been offered for sale; and,
WHEREAS, during the course of the reconstruction and rehabilitation of the Depot
structure, the City of Paris incurred substantial costs, not covered by the aforesaid TxDOT grant,
in furtherance of completion of the Depot, said costs being incurred on behalf of and to be
reimbursed by the Visitors and Convention Council; and,
WHEREAS, as a result of the offering of the Property, the Chamber has received an offer
of $200,000.00 to purchase the entire Property, including the undivided seven-tenths (7/10)
interest owned by the Lamar County Chamber of Commerce and the undivided three-tenths (3/10)
interest owned by the City of Paris; and,
WHEREAS, the City of Paris and the Lamar County Chamber of Commerce are in mutual
agreement that the proceeds from the sale of the Property should be used to construct a myriad
of other improvements to the Depot property, to the mutual benefit of the City of Paris as Owner
and the Chamber of Commerce as Lessee of the Depot property; and,
WHEREAS, the City Council of the City of Paris, by prior Resolution No. 2003-028,
approved February 10, 2003, has previously approved and authorized the execution of a prior Real
Estate Purchase Agreement with the Lamar County Chamber of Commerce for the purchase of
the City's three-tenths (3/10) interest in and to the Property; and,
WHEREAS, the aforesaid prior Real Estate Purchase Agreement, consistent with the
Chamber's Real Estate Purchase Agreement with the Buyer, contained a requirement that the sale
of the property be consummated by or before March 1, 2003; and,
WHEREAS, the aforesaid deadline for closing on the property has passed and the prior
real estate purchase agreement has expired, and the City Council has been requested to approve
a subsequent Real Estate Purchase Agreement on essentially the same terms and conditions as the
prior agreement, but containing a later date for closing on the sale of the property; NOW,
THEREFORE, PREMISES CONSIDERED, THE PARTIES HERETO COVENANT AND
AGREE AS FOLLOWS:
WITNESSETH
1. Sale. Seller shall sell to Buyer and Buyer shall purchase from Seller Seller's undivided
three-tenths (3/10) interest in and to that Property described as Lots 1, 2, and 2A of City
Block 201-B, and as further described as tracts one and two in that Exhibit A attached
Page 2 of 8
hereto and for all purposes incorporated herein, the same being that Property located at the
northwest comer of the intersection of 17th Street S. W. and Clarksville Street in the City
of Paris, Paris, Texas, also known as the offices of the Lamar County Chamber of
Commerce. Seller shall convey its undivided three-tenths (3/10) interest by General
Warranty Deed to Buyer in a form acceptable to both parties.
2. Purchase Price. The purchase price for the entire Property shall be Two Hundred
Thousand and no/1oo Dollars ($200,000.00), subject to the adjustments and conditions
provided herein.
a. Any and all costs of the ultimate sale of the Property, the same consisting of the
Chamber of Commerce's seven-tenths (7/10) undivided interest and the City of
Paris's three-tenths (3/10) undivided interest, and any and all similar costs as shall
be associated with this transfer to the Chamber of the City's undivided interest,
shall be deducted from said $200,000.00, provided said closing costs are
reasonable and customary as associated with said transfer and sale.
b. All costs of appraisals associated with said transactions shall be deducted from said
$200,000.00.
c. All costs of pro rated taxes attributable to the Chamber of Commerce in its ultimate
sale shall be deducted from said $200,000.00.
d. Any and all other reasonable closing costs associated with either transaction shall
be deducted from said $200,000.00.
e. The remainder of the $200,000.00, following the deduction of all costs associated
with the ultimate sale of the Property, shall be applied as follows:
(1) $60,000.00 (less the City's share of closing costs as specified above) to the
City of Paris, to be used by the City of Paris in the construction of an
adjacent parking lot to serve the Depot building, the Depot park, and
Heritage Hall; and
(2) The remainder of the City's $60,000.00 (after construction of the above-
referenced parking lot) and the Chamber's $140,000.00 shall be applied to
construction of improvements to the Depot structure and surrounding
properties deemed necessary and appropriate by the Chamber of Commerce
and the City of Paris.
3. Deed. At closing, Seller shall deliver a General Warranty Deed to Buyer conveying fee
simple title to the Seller's undivided three-tenths (3/10) interest, free and clear of all liens,
claims, and encumbrances, except the following "permitted encumbrances" :
Page 3 of 8
a. Real Estate Taxes and assessments not yet due and payable;
b. 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 entitles
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 .
4. Property condition. The following agreements are made as to the condition of the
Property :
a. Buyer accepts the Property in as is condition.
5. Warranties and remedies. Seller hereby warrants and represents to Buyer that:
a. Seller is the sole owner of Seller's undivided three-tenths (3/10) interest of said
real Property with full right to sell and dispose of same as Seller may choose, and
that no other person or persons have any claim, right, title, interest or lien in and
to or on said undivided real Property interest, save and except that seven-tenths
(7/10) interest owned by Buyer, and subject to any and all other claims, liens, or
encumbrances placed thereon by Buyer;
b. Seller owes no obligation and has contracted no liabilities affecting the real
Property which might affect the consummation of the purchase described in this
agreement;
c. Seller shall at or prior to closing pay all obligations owed by Seller against the
Property and/or business which is the subject of this agreement;
d. Seller shall execute and deliver at closing to the Buyer such Warranty Deed and
other instruments deemed necessary or proper to transfer to Buyer all the real
Property being sold pursuant to this agreement.
6. Title Insurance. Buyer shall obtain at Buyer'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 TL T A form in the amount
of the purchase price. Said title report shall address the current status of the title with
regard to the three-tenths (3/10) interest owned by Seller and conveyed herein.
7. Closing. The closing shall take place on or before May 1, 2003, at Young Title
Company, Inc., 2765 N.E. Loop 286, Paris, Lamar County, Texas. At closing, the
Page 4 of 8
following will occur:
a. Closing documents. The parties will execute and deliver the closing documents.
b. Payment of purchase price. Buyer will deliver the purchase price and other
amounts that Buyer is obligated to pay under this contract to title company in funds
acceptable to the title company, and the adjustments thereto associated with the sale
of the Property shall be made. Thereafter, following any other disbursements or
other costs, the title company will be instructed to disburse the purchase price and
other funds in accordance with this contract, record the deed and other closing
documents directed to be recorded, and distribute documents and copies in
accordance with the parties' written instructions.
8. Termination. This contract shall be and is hereby made specifically subject to the
conditions of termination of that commercial real estate purchase agreement by and
between the Chamber of Commerce of Lamar County, Inc. and NEAT Properties, LLP,
Limited Liability Partnership, dated January 13, 2003, a copy of which is attached hereto
and for all purposes incorporated herein as Exhibit B, as said contract shall provide for
termination by either the Chamber or NEAT Properties, and upon termination of said
agreement in accordance with the terms of said agreement contract shall likewise be
terminated and of no further force and effect.
9. Miscellaneous provisions.
a. Notices. Any notice required by or permitted under this contract must be in
writing. Any notice required by this contract will be deemed to be delivered
(whether actually received or not) when deposited with the United States Postal
Service, postage prepaid, certified mail, return receipt requested, and addressed to
the intended recipient at the address shown in this contract. Notice may also be
given by regular mail, personal delivery, courier delivery, facsimile transmission,
or other commercially reasonable means and will be effective when actually
received. Any address for notice may be changed by written notice delivered as
provided herein. Copies of each notice must be given by one of these methods to
the attorney of the party to whom notice is given.
b. Entire Contract. This contract, together with its exhibits, and any Closing
Documents delivered at closing constitute the entire agreement of the parties
concerning the sale of the Property by Seller to Buyer. There are no oral
representations, warranties, agreements, or promises pertaining to the sale of the
Property by Seller to Buyer not incorporated in writing in this contract. This
contract is in replacement of and in all things supercedes that prior Real Estate
Purchase Agreement between the parties dated February 10, 2003.
Page 5 of 8
c. Amendment. This contract may be amended only by an instrument in writing signed
by the parties.
d. Prohibition of Assignment. Buyer may not assign this contract or any of Buyer's
rights under it without Seller's prior written consent, and any attempted assignment
is void. This contract binds, benefits, and may be enforced by the parties and their
respective heirs, successors, and permitted assigns.
e. Choice of Law; Venue; Alternative Dispute Resolution. This contract will be
construed under the laws of the State of Texas, without regard to choice-of-Iaw
rules of any jurisdiction. Venue shall be in Lamar County for all State court actions
and in the Eastern District of Texas, Tyler Division, for all Federal court actions,
except as otherwise provided by applicable law. Time permitting, the parties will
submit in good faith to a non-binding alternative dispute resolution process before
filing a suit concerning this contract.
f. Waiver of Default. It is not a waiver of default if the nondefaulting party fails to
declare immediately a default or delays taking any action with respect to the
default.
g. No Third-Party Beneficiaries. There are no third-party beneficiaries of this
contract.
h. Severability. The provisions of this contract are severable. If a court of competent
jurisdiction finds that any provision of this contract is unenforceable, the remaining
provisions will remain in effect without the unenforceable parts.
I. Ambiguities Not to Be Construed against Party Who Drafted Contract. The rule of
construction that ambiguities in a document will be construed against the party who
drafted it will not be applied in interpreting this contract.
J. No Special Relationship. The parties' relationship is an ordinary commercial
relationship, and they do not intend to create the relationship of principal and
agent, partnership, joint venture, or any other special relationship.
k. Counterparts. If this contract is executed in multiple counterparts, all counterparts
taken together will constitute this contract.
1. Closing Date. The closing date stated in this contract is contingent on the Buyer
moving into "The Depot Building. "
m. Appraisal. Appraisal must be adequate to cover Sales Price; otherwise, this
contract shall be declared null and void and of no further force and effect.
Page 6 of 8
n. Closing Costs. Seller and Buyer will pay normal closing costs.
EXECUTED on the 17th day of March, 2003.
CITY OF PARIS, PARIS, TEXAS
SELLER
By:
ATTEST:
Michael E. Malone, City Manager
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
Larry W. Schenk, City Attorney
CHAMBER OF COMMERCE OF LAMAR
COUNTY, INC.
BUYER
By:
Gary Vest, President
THE STATE OF TEXAS fi
COUNTY OF LAMAR fi
BEFORE ME, the undersigned authority, in and for said County, Texas, on this day
personally appeared Michael E. Malone, City Manager of the City of Paris, Paris, Texas, known
to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged
to me that he executed the same for the purposes and consideration therein expressed and in the
capacity therein stated. '
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 17th day of March, 2003.
Notary Public, State of Texas
Page 7 of 8
THE STATE OF TEXAS I
COUNTY OF LAMAR I
BEFORE ME, the undersigned authority, in and for said County, Texas, on this day
personally appeared Gary Vest, President, Chamber of Commerce of Lamar County, Inc., known
to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged
to me that he executed the same for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _ day of
2003.
Notary Public, State of Texas
Page 8 of 8