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2003-028-RES EXECUTION OF REAL ESTATE AGREEMENT FOR LAMAR COUNTY CHAMBER OF COMMERCE TO PURCHASE 3/10 AT LOT 1, BLOCK 102 AND LOTS 2 AND 2A AND BLOCK 102-B ~ ~ RESOLUTION NO. 2003-028 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 OTHER FINDINGS 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 corner 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 I, 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, it is deemed appropriate that the Real Estate Purchase Agreement, attached hereto as Exhibit A, be in all things approved and that the Mayor 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 Mayor 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 this resolution shall be effective from and after its date of passage. ~ PASSED AND APPROVED this 10th day of February, 2003. .~ L~O('-) Michael J. Ptieste , Ma ----- ATI'EST: ~ ~,~\..._u r ~-...../ 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 10th day of February, 2003, by and between the City of Paris, Paris, Texas, a municipal corporation, acting by and through its Mayor, Michael J. Pfiester, 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.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 ofthe 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$1 00,000.00, 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, Page I of 7 EXHIBIT il. .---- 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 (711 0) interest owned by the Lamar County Chamber of Commerce and the undivided three-tenths (311 0) 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; 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 (311 0) 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 hereto and for all purposes incorporated herein. the same being that Property located at the northwest comer ofthe 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 (311 0) interest by General Warranty Deed to Buyer in a fonn acceptable to both parties. 2. Purchase Price. The purchase price for the entire Property shall be Two Hundred Thousand and noli 00 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 (311 0) 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. Page 2 of 7 ~. 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 service the Depot building, the Depot park, and Heritage Hall; (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 "pem1itled encumbrances" : 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 0 f 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 (311 0) 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 (711 0) interest owned by Buyer, and subject to any and all other claims, liens, or encumbrances Page 3 of 7 ~ .-- 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 andlor 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 (311 0) interest owned by Seller and conveyed herein. 7. Closing. The closing shall take place on or before March 1,2003, at Young Title Company, Inc., 2765 N,E. Loop 286, Paris, Lamar County, Texas. At closing, the 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 sal'e 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. Page 4 of 7 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. 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 ofthe State of Texas, without regard to choice-of-law 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. Page 5 of 7 ~ 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. n. Closing Costs. Seller and Buyer will pay normal closing costs. EXECUTED on the 10th day of February, 2003. CITY OF PARIS, PARIS, TEXAS SELLER By: Michael J. Pfiester, Mayor ATTEST: Mattie Cunningham, City Clerk APPROVED AS TO FORM: Larry W. Schenk, City Attorney Page 6 of 7 ~ ---- CHAMBER OF COMMERCE OF LAMAR COUNTY,INC. BUYER By: Gary Vest, President THE STATE OF TEXAS ~ COUNTY OF LAMAR ~ BEFORE ME, the undersigned authority, in and for said County, Texas, on this day personally appeared Michael J. Pfiester, Mayor 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 10th day of February, 2003. Notary Public, State of Texas THE STATE OF TEXAS ~ COUNTY OF LAMAR ~ 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 7 of 7