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06-B UARCO PurchaseDRAFT J:Wttorney~isa~esolntionsACiJRRENT~D-UARCO Purchase ContractRes.wptl May 10, 2002 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, APPROVINGAND AUTHORIZING THE EXECUTION OF AN EARNEST MONEY CONTRACT FOR THE PURCHASE OF A SITE FOR A NEW LAW ENFORCEMENT CENTER; MAHING 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 Deparhnent 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 llth day of March, 2002, in Resolution No. 2002-060, authorize the City Manager, City Attorney, and Police Chief to enter into negotiations for a fortnal earnest money contract far the purchas e of that property located at Collegiate Drive and Clarksville Street, known as the "UARCO" property and owned by Rodgers and W ade 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 wark 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, far the purchase of said property, under the terms and conditions and in a fortn 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, far the tertns 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, far the purchase of that property located at Collegiate Drive and Clarksville Street, known as the "UARCO" 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. Michael J. Pfiester, Mayor ATTEST: Mattie Cunningham, City Clerk APPROVED AS TO FORM: Larry W. Schenk, City Attorney MRY-16-2602 16:45 LEGGETT PLATT 417 358 8449 P.03i09 Final: 51I0102 REAL ESTA'X'E 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, Attenuon: General Counsel (whether one or more, "Sel1eh, and the City of Paris, County of Lamar, State of 7exas, a body politic, with an address for notice purposes at 135 First Street S:E., Paris, Texas 75461, Attention: Mattie Cunningham, City Clerk (whether one or more, "Buyer"). 1. 5ALE. Seller shall sell to Buyer and Buyer shall purchase from Seller an approximatety 83,000 sq. ft. m2in building (the "Buildirg") sicuated on 2 uacts of land containing approximately 23 acres (the "Land") located in the Counry of T..amar, Ciry of Paris, State of Texas, the same being commonly known as The UARCO Building, 2800-2910 Clazksville Street, Paris, Texas, together with all fixtures contained in the Building and other improvements located on the I,and, but excepting any equipment and machrinery (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 ofthe Land is attached hereto as 6''t A, and the same is incorporatad herein for all purposes. 2, pURCHASE PRICE ANT) DEPOSIT. The purchase price for the Property shall be ONE MILLION TWO HUND1tED SBVENT1' FTVE THOUSAND A1`ID NOI100 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 THO'USAND AND NOl100 DOLLARS ($25,000.00) (the °DeposiP') wich 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 SeUer shall retain the Dtposit; 3. DEED. At dosing, Seller shall deliver a Gcneral Warranty Deed to Buyer conveying fee simple title to the Property, free and cleaz of all ]iens, claims and encurobrances, 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 cutrent 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 arc for the benefit of the Property; (d) those liens and encumbranees listed on the attached Schedule 3; and (e) those liens and mcumbrances which Buyer waives on or before the Closing Date. q, TiTLE INSUItANCE. 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") co issue a standard policy of title insurance on the appropriate TLTA fortn in the amoum of the purchase price, and deliver the same to Suyer. Tf azry encumbrances exist on Seller's title other than the Permitted Encumbrances, Seller shall have sixty (60) days to cure or MAY-10-2002 16:45 LEGGETT PLFTT 417 358 8449 P.04i09 remove the same. If the encumbrances are not cwed or removed within such period Buyer may, as its sole option, either (i) waive such enicumbrances and conanuc to closirg, or (ii) terminate this Agreemerrt and recover the Deposit, it being agreed that no damages against Seller shall be recoverable. The cost of aay title insurance policy obtained by Buyer sha11 be paid by Buyer. All title compaoy settlement fees shall also be paid one half by 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 he 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 Bwlding, it being agreed and understood that Permitted Encumbrances may reduce such area, and that Buyer shall solely rely on its own due diligence to determine svch area, 6, CONTINGENCIES. (a) Buyer's Inspecfiazs. From the execution of tlvs Agreement unel June 15, 2002, Buyer and its agents shall have the right to perform inspections on the Property that Buyer deems advisable, including but not limited to inspcctions conceming environmental conditions, asbestos, applicable zoning laws, building codes, potable water availability, availabiliry of utilities such as electric power, public road access, and soil percolation tests. From the full execution ofthis Agreement until June 15, 2002 (or the earlier termination of this Agreemem), Buyer is hereby granted a limited license by Seller to access the Property for the sole purpose of perfortning such inspections. Buyer shall give Seller reasonable notice prior to its performance of any such inspection, and Buyer shall ensure that such inspections do not interfere with Se11ei s current use of the Property. Buyer shall indemaify 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 o4'Buyer's or its agents inspections. BuyePs obGeation to purchase the Property sha11 be conditioned upon Buyer's reasonable satisfaction with the results of its inspections. If Buyer is not reasojiably satisfied with its inspections, Buyer may terminate this Agreement upon written notice to Seller at any tirne within the inspection period, and in that event Buyer shall receive a refund of the Deposit. (b) Financing, Seller acknowledges that Buyer iotends to finance its purchase of the Property hereunder by sellit~g Certificates oFObligation as pertnitted under the laws of the State of Texas (the "Certificates"). Buyer agrees to use diligent effons to promptly consummate the sale of the Certificates, and shall immediately notify Scller in writing when the sale of the Cenificates is completed. ln the event Buyer is unable to complete the sale ofthe Certificates for any reason other than its own willful acts or omissions, Buyer may terminate this Agreement upon wrinen notice to Seller, and in that event Buya shaU receive a refund of the Deposit, and neither party shall have any further liability or obligation to the other under this Agreement, ln the event Buyer is unable to complete the sale of the Certificates withirt six (6) months from the full exewtion of this Agreement and it has not previously temtinated this Agreement as set forth in the preceding sentence, Seller may terminate this Agreement upon wrntten nodce to Seller at any time after the expiration of such six (6) month period. 7. CONSTRUCTION OF NEW FACILITY. (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, SeJler will commence MAY-10-2002 16:46 LEGGETT PLATT 417 358 6449 P.05i09 construccion of a new building wiUun the City of Paris, Texas, similar or greater in size in comparison to the Building being purchased by Buyer pursuant to this Agreemem (the "New Facility"). Within nine (9) months of the commencement of the cortstruction of such New Facility, Seller will substantially complete such wnstruction. (b) lf Seller fails to timely commence construction of the New Facility, or if Seller fails to [imely complete construction of the New Facility, Buyer's sole remedy shall be to terminate this Agreement at any time before commencement of such conswction or completion of such constructioq as the case may be, by delivering wcitten notice of such ternilnation to Seller. Tn 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; PLACF OF CLOSING. The completion of the transactions contemplated hereby (i.e., the transfer of the deed to the Proper¢y to Buyer and Buyer's payment of the balance of the purchase price) (the "Closing") shall take place as soon as practical following substamial completion of the New Facility, and in any event not less than thirty (30) days after Seller notifies Buyer in writing that the New Facility is substantially complete. The Closing shaJl take place at the offices of the Title Company at a mutua]ly agreeable time of day. Notwithstanding anything contained herein to the contrary, Buyer shaJl 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 al) or any part of ihe Property is condemned or if SeUer receives notice that the Property ot any ponion thereofwill be needed for pubGc use, ihen Seller shall promptly notit'y Buyer in writing. Then, at the option of Buyer (exercisable within 30 days), this Agreement may be ttrminated in which everrt 9uyer's Deposit will be refunded and neither party shall have any further claim against the othec If this Agteement 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. If all or any part of the Property is materially damaged or destroyed by fire, Act Of God, weather or other casualry, Seller shall promptly notify Buyer in writing, Then, at the option of Buyer (exercisable within 30 days), Chis Agreement may be terminated in whicb event Buyer's Aeposit will be refunded and neither part;V shall have any £urther claim against the other. If this Agreement is not terminated by Buyer, the pwchase price shall not be reduced but Seller shall assign all of its right to any insurance proceeds d'uectly relating to the damage or destiuction of the Property (but not any insurance proceeds relatine to any matter otAer than damage or destruction of the Property, including without limitation any proceeds relating to inventory loss or business intertuption) to Buyer at Closing. Nothing contained herein shall be construed as obligating 5eller to obtain or maintain casualty insurance respecting the Properry. U. CLOSING ADNSTMEN'I'S. All 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 Setler. 12. POSSESSION. On the Closing Date, Seller shall deliver possession of the Property to Buyer. MRY-10-2962 16:46 LEGGETT PLRTT 417 358 e449 P.06i69 13. BROICER. Each party represents to the other party that they have dealt with no broker, finder or other person entitled Lo a fee concerning the transactions covered by this Agreement, and each party shall defend, reimburse and indemnify the other against anY liabilities snd expenses (including reasonable attorney's fees) arising out of any breach of the representations cootained in this section. 14. "AS IS" SAI.E. Buyer hereby acknowledges that Seller is conveyinD the Property striCdy and solely on an "as is, where is' basis, and with all faults, and that Seller has madt no material reprosentations 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 rts own inspections with respect to the condition and status of the Property, and not on aoy statements made by Seller or its agenu, and that upon closing of title all of Seller's obligations and liabilities hereunder and with respect to the Property sha11 be deemed merged into the deed. 15. MISCELLANEOUS. (a) This Agreement shall be govemed by the laws of the State of Texas. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such determination shall not affed t~jegali7 S~ ~~t hal be binding upon the partiPes~ exe~ut rst Pcrsonal ePresentatives, legatees and heirs. (c) Notices, demands or other communications hereunder shall be in writing and delivered in person or via telecopy, ovemight delivery servicx or certi6ed mail, retum receipt requested, to the addresses listed in this Ageement. (d) This Agreement constimtes 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 hetdo. of this (e) If any action or proceeding brought by any party to enforce the terms qgreement or to recover damages for breach of this Ageement, (i) no punitive or consequential damages cnay 6e sougttt or recovered, and (ii) the party prevailing on substantially all of the material issues in such action or proceeding shall be entitled to recover a11 of its reasonable attorneys' fees, court costs and expenses of litigation. (fl The headines contained in this Agreement are for the conveniente of tbe partaes only and shall not have any substantive effect. This Agrcement 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 any one party over the other. (g) Notwithstanding any other provision of this Agreement, when a period of time is prescribed for any aaion to be taken by Seller, Seller shall not be liable or responsible for, and there shall be eucluded from the computation fot any such period of time, an,y delays due to strikes or other labor problems, riots, acts of God, weather, shortages of labor or materials, war, acts of aggression or tettor, laws, regulations or restndions, 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 righu hereunder or to insist upon strict perfortnance of any of the tenms, conditions, and covenants herein shall not be deemed a waiver of any such rights or tercns, conditions, and covenants, nor deenned a waiver of any initial or subsequent bteach by any party of the tenns, conditions, and covenants herein contained. MHY-16-2002 16:47 LEGGETT PLRTT 417 358 8449 P.97i09 (i) This Ageement 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 cortkract. Faxed signatures shall be deemed fully effective. (j) The txansactions contemplated by this Agreement are between two business entities and aze intended to be commercial in nature. Accordingly, no court deeisiom statute, law or regulation relating to the protection of consumers or the purchasdsale of residential real estate shall be applicable to the parties dealings under or pursuant to this Agreement. (k) This Agreement is not intended to bene6t, and the parties hereby confirm it does not create any rights or privileges in or to, anq third pazties. 16. AUT}iORiZATION. Each person executing this Agreement on behalf of any parry to this Agreement warrants and represents to the other party that he/she has full and complete authorizatioo and authority to exacute this Ageemertt on behalf of such party (subject, in the case of Buyer, to the City CounciPs approval). Prior to or at Closing, each party shall provide the other with proof of such authorization and authority. IN WI1'NESS Wk1EREOF, this t~reement has been executed effective as ofthe day and year first 3bove written. SELLER: Leggett & Platt, Incorporatcd BUYER: City of Paris, Texas By: By: Name: Title: Name: Title MRY-19-2602 16:47 LEGGETT PLRTT 417 358 8449 P.08i99 EXH1BlT A (Propcrty Description) First Tract: Situated in the County of Lamar and Stau 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 of the Tcacas 8t Pacific Railway, a distance of 928 fcet North 83° 33 min Wcst of Ilwe SEC of the 59.2 acres of land as wnveyed to Paris Junior Coilege District by the Regen[s of the University of Texas, on June I, 1945, of record in Book 274, page 409, Lamar County Doed Itecordc. THENCE North I° East 1083 feet a stake in the SBL of U.S. Highway 271; THENCE with the SBL of U.S. Highway 271, North 65 ° West 826 fcet; THENC@ South 0° 50 min. West 1346 fcet to the North right of way fence of the Texas & Pacific Railway; THENCE with said nght of way fence South 83 ° 33 min. East, 755 faet to the place of bebvming, containing approxnnately 20.99 acres of land. Second Tract: Situated in the County of Lamar and State of'fexas, out of the Gcorge W. Cox survey and being described as follows: BEGINNING at a srakc in the SBL of the U.S. Highwey 271, samc bdng the NWC of the lot conveyed by Paris Junior College to Westinghouse on ]anuary 9, 1951, as shown of record in Book 31$, Page 300, Lamar County Der,d Records. THENCE in a southuly dirxtion along the WAL of the said Wes[inghouse tract a distance of ] 048 feet a stake in the WBL oC said Westinghwse vacr THENCE north 79" 24 min. 38 Sec. East 101.73 fa[ tA a 5[alce; THENCE in a northerly diroction paralld to and ] 00 feet East of the WBL of the said Wcstiughouse vacl a distance of 982.67 fcet a stake in the SBL of U.S. Higbway 271; THENCE in a Northweslerly direction along the SBL of U. S. Highway 271, a distance of 11034 fcel to the place of beginning, wntaining approxirrtatcly 2.33 acrcs of land. MRY-10-2002 16:47 LEGGETT PLATT 417 358 8449 P.09i99 SCHEDULE3 (Pertnitted Tidc Exceptions) a. Sewcr Easanent from Pans Junior CoVlege School Dist. ta the City of Pans dated April 27, 195 I, or record in Book 321, Page 421, I,amar County Deed Records. b. Right of W ay Eascment fiom Pans Jmzior College Schaol Dist. to Texas Powax & Light Co. dated March 16, ( 951, of record in Book 321, Pagc 573, Lamaz County Dad Racords. c. Easement for Stortn Sewer reservad in doed dated May l, 1956, of record in Book 350, Page 31, Lamar County Deed Kecords from Westinv.~ouse Elccvic Corp. to Uarco lnc. d. Easement Sor Sanitery Sewer reserved in deed datal May l, 1956, of record in Book 350, Page 31, Lamar County Dced Rocords from Westinghouse Electric Corp. to Uereo Inc. e. Easement Eom Uarco Ine. to WesCnghouse Eloctric Coip, for Railroad spur dated May 10, 1956, of record in Book 344, Page 595, Lamar County Dad Rocords. f. Easanmt and Right of W ay firom Utuso Inc. to Texas Powa and Light Co., dated August 9, 1956, oCttcord in Book 352, Page 166, Lvnar County Deed Retords. g. Sanitary Sewer Easennent from Uarco lac. to the Ciry of Paris dated March 22, 1963, of record in Book 400, Pagc 402, Lamaz County Aeed Records, h, Sewu Easement firom Uarco Inc. to Pmis Junior Collcgc dated Febniary 4, 1966, of record in Bodc 440, Page 38, Lamu Counry Daed Records. i. Easerncnt for hin.Jhway pucposes from Uarco Inc. to the State of Tcxas dated Sept. 3, 1970, of record in Book 5I R, Page 82, Lamar Counly Deed Records. j, Easement and Right of Way from Uarco Inc. to Tfa:as Power and Light Co., dated Apri15, 1983, of record in Book 656, Page 816, Lamar County Dced Rocords. TOTRL P.09