02 Grand Theater OfferDRAFT
F:kAttorney\LisahO. esolutions\CURRENT\Grand Theater - Auth Purchase Contract. wpd
December 20, 2002
RESOLUTION NO.
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.
Michael J. Pfiester, Mayor
Dec 19 2002 2:SSPM PB SMITH RTTY 903?8590?3
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 P~enovation 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
understzmding that the City of Paris, Paris ISD, Lamar County and Paris Ju;fior College (jointly
teresa'ed to herein as the "Taxing Entities") own this property (hereinafter called the "Property"), with
Lamar County as Trustee pursuant to a purchase from a Sherifl's sale for unpaid taxes conducted
March 6, 2001. Mr. VanBuren is also represented by The Law Offices o£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 of the entity (which
will probably take the form of a limited liability company) will be disclosed to the Taxing Entities, at
the time of entering i~to a Contract of Purchase to acquire the Property.
I have disclosed to Mr. YanBuren 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 Em'nest 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 thc 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
Dec 19 2002 2:35PM PB SMITH RTTY 903?859073
Larry Schenk, Esq.
December 19, 2002
Page 2
underwriter permits, following the period of redemption arising from the SheriWs 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 exmnine 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 1, 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 o fdebris 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
repaks 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
THeE 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 Coffee House & Ice Cream Parlor will be upstairs next to the second theater with a
private entrance which is totally separate from all other entrances. This facility will be NON-
Deo 19 ~002 ~:gGP~ PB SHITH RTTY 9097859073
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 internct connections
are provided with various training classes. Coffee & espresso; Casual Dining & Ice Cream.
Display pictures and commentaries throughout the thcility about the history of Paris.
Lease out space for a small boutique or git~ shop.
· A Central kitchen facility will service all three restaurants.
Form a Planning Committee.
Retain an architect for the design of the interior.
Work wkh local historians regarding the era the theater was built.
Obtain historical photographs of the history of Paris, the theater & the square
Apply for a government grant - the building qualifies as a historical building.
Apply for a liquor license solely for the Supper Club and the Sports Club.
I am also informed by Mr. Hem3, 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.
Mr. Henry VanBuren