07-B Chamber Bldg Sales AgmtDRAFT
F:~Attorney~ALICE~RESWORK\CURRENT\Chamber Bldg Purchase Res.wpd
February 5, 2003
RESOLUTION NO.
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 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 1225 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 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 Lamar County Chamber of Commerce; 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 defer and reimburse
those grant ineligible costs already incurred by the City of Paris in reconstructing and rehabilitating
the Depot building on behalf of the Chamber of Commerce, thereby avoiding the Chamber having to
utilize other funds for such reimbursement, with the remainder of the proceeds to be utilized 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.
ATTEST:
Michael J. Pfiester, Mayor
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
Larry W. Schenk, City Attorney
REAL ESTATE PURCHASE AGREEMENT DRAFT #3
STATE OF TEXAS §
COUNTY OF LAMAR §
KNOW ALL MEN BY THESE PRESENTS
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 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 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 1225 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
EXHIBIT A
Page 1 of 8
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 Lamar County Chamber of Commerce; 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 defer and reimburse
those grant ineligible costs already incurred by the City of Paris in reconstructing and rehabilitating
the Depot building on behalf of the Chamber of Commerce, thereby avoiding the Chamber having to
utilize other funds for such reimbursement, with the remainder of the proceeds to be utilized 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
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
20 l-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
corner 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.
Purchase Price. The purchase price for the entire Property shall be Two Hundred Thousand
and no/100 Dollars ($200,000.00), subject to the adjustments and conditions provided herein.
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
Page 2 of 8
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.
All costs of appraisals associated with said transactions shall be deducted from said
$200,000.00.
All costs of pro rated taxes attributable to the Chamber of Commerce in its ultimate
sale shall be deducted from said $200,000.00.
Any and all other reasonable closing costs associated with either transaction shall be
deducted from said $200,000.00.
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 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 remaining $140,000.00 shall be applied by the Chamber first to defray any
and all costs outstanding and incurred by the City of Paris with regard to the
rehabilitation and reconstruction of the Depot building, such that said costs
were not reimbursed by any grant funds received by the City of Paris from the
Texas Department of Transportation or otherwise, and such that said costs
were directly attributable to said project, and were eligible for reimbursement
from the Chamber of Commerce in accordance with prior agreements between
the City of Paris and the Chamber; and
(3)
After any and all costs associated with the original Depot project are
reimbursed to the City of Paris, the remainder of the City's $60,000.00 (after
construction of the above-referenced parking lot) and the remainder of the
Chamber's $140,000.00 (after deduction of all reimbursements to the City of
Paris for costs incurred in the Depot project) shall be applied to construction
of improvements to the Depot structure and surrounding properties, including
but not limited to, construction of parking lots, landscaping, curb and
guttering along adjacent streets, drainage improvements, sewer and water
improvements, construction of retaining walls or other similar structures, and
any other improvements deemed necessary and appropriate by the Chamber
of Commerce and the City of Paris.
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;
Other grants in favor of third parties that do not materially interfere with the current
use of the Property;
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.
Property condition.
Property:
The following agreements are made as to the condition of the
a. Buyer accepts the Property in as is condition.
5. Warranties and remedies. Seller hereby warrants and represents to Buyer that:
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;
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;
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;
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.
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 TLTA 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.
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.
Page 4 of 8
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.
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.
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.
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.
Amendment. This contract may be amended only by an instrument in writing signed
by the parties.
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.
Page 5 of 8
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-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.
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.
Severabifity. The provisions of this contract are severable. Ifa court of competent
jurisdiction finds that any provision of this contract is unenforceable, the remaining
provisions will remain in effect without the unenforceable parts.
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.
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.
Counterparts'. If this contract is executed in multiple counterparts, all counterparts
taken together will constitute this contract.
Closing Date. The closing date stated in this contract is contingent on the Buyer
moving into "The Depot Building."
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
Page 6 of 8
ATTEST:
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
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
Page 7 of 8
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
2003.
__ day of
Notary Public, State of Texas
Page 8 of 8
February 7, 2003
Don Wall, Chairman of the Board of Directors
Lamar County Chamber of Commerce
1125 Bonham Street
Paris, TX 75460
RE: Proposed Sale of Chamber of Commerce/Visitors and Convention Council
Building, 17th Street S.E. and Clarksville Street, Paris, Texas
Dear Don:
I am enclosing for your review a revised Real Estate Purchase Agreement which I would
propose to present to the City Council at the upcoming Monday, February 10, 2003, City Council
meeting for the sale of the City's 3/10 interest in the old Lamar County Chamber building to the
Chamber. I envision these transactions would essentially be simultaneous, whereby the City's
transfer to the Chamber would occur at the same time as the Chamber's conveyance of the entire
property (including the City's 3/10 interest) to the buyer.
I have attempted to restructure this contract over my prior draft in response to your
correspondence dated January 23, 2003. To that end, I would like to address a few comments in
your letter to further clarify the mechanics and processes which the City must observe in the sale
of real property.
As we have discussed, the City has the responsibility under the Depot lease between the
City and the Chamber to construct the new parking lot between the Depot and Heritage Hall. As
a consequence, this new agreement reflects what I believe to be the intentions of all parties, in that
the City's $60,000.00 (less closing costs) which is derived from the sale of the property will be
utilized in constructing the new parking lot.
I should point out that the City's intentions in this transaction should in no way be regarded
as a demand for money as referenced in your letter. While we cannot determine in our files the
exact source of funding used by the City to purchase its 3/10 interest when the old building was
acquired, your reference to V&CC funds in all likelihood is a reference to funds derived from the
City's hotel and motel tax. Even though those funds are special purpose tax funds, an asset or
interest in an asset purchased with such funds in the name of the City must unfortunately still be
P.O. BOX 9037 · PARRS. TEXAS 75461-9037 · (903) 785-7511 · FAX (903) 785-8519
sold in accordance with State law, and the proceeds from the sale are public funds subject to the
same restrictions as tax funds regarding their furore use. Fortunately, apphcat~on of the C~ty
return on the sale of the property to constructing a parking lot for another City facility would be
totally in keeping with State law.
The contract then provides, as I believe we all agree, that all remaining costs incurred by
the City not eligible for TxDOT reimbursement will be reimbursed by the Chamber to the City
from the Chamber's proceeds of the sale (again, after deduction of closing costs). Right now I
don't believe we have a firm estimate of those costs, but it is in all likelihood to the mutual benefit
of both the City and the Chamber to wait on the process of finalization of grant eligibility, as
obviously any funds that can be reimbursed by TxDOT are funds that neither the City nor the
Chamber will have to pay.
Finally, the contract provides for utilization of the remaining monies, including any funds
from the City's $60,000.00 share and the Chamber's $140,000.00 share, on other improvements
to the Depot and the surrounding property.
Otherwise, I have attempted to stay fairly close to the language in the Chamber's existing
contract with the buyer of the old building, unless such provisions would not be appropriate for
the agreement between the Chamber and the City.
It goes without saying that on behalf of myself and the City staff, we likewise look forward
to preserving and improving the substantial beauty of the Depot and surrounding properties.
If you have any additional questions regarding this matter, please do not hesitate to contact
me.
City Attorney
/lw
Enclosure
cc: Mayor and Members of the City Council
Michael E. Malone, City Manager
Thomas E. Haynes, Director of Community Development
MEMORANDUM
TO:
Michael E. Malone, City Manager
FROM:
Larry W. Schenk, City Attorney
SUBJECT: Sale of the Three-tenths (3/10) Undivided Interest of the City of Paris in the Chamber
of Commerce Building Located at 1651 Clarksville Street
DATE:
February 4, 2003
The City of Paris has been asked to participate with the Lamar County Chamber of Commerce
in the sale of the current Chamber of Commerce building located at the intersection of 17th Street
S.E. and Clarksville Street.
The Chamber has requested this involvement by the City because the City acquired a three-
tenths (3/10) undivided interest in the Chamber building in 1984 for a purchase price of$100,000.00.
The Chamber is proceeding to sell the current building because the Chamber is assuming new offices
in the rehabilitated Santa Fe-Frisco Depot building. The old Chamber building is therefore surplus
property as far as the Chamber is concerned.
I am also advised that, while the Chamber has informally listed the property for sale for some
time, previous offers were considered insufficient by the Chamber, but the Chamber has now received
a formal offer of $200,000.00 which the Chamber believes is a fair offer.
The primary issue is whether or not the City of Paris can sell its undivided 3/10 interest, which
constitutes publicly owned property, as part of the Chamber's overall sale of the property.
The sale of real property by a municipality is governed by several provisions of the Texas
Local Government Code. Those provisions are found primarily in portions of Chapter 253 and the
entirety of Chapter 272 of the Local Government Code. In addition, Section 74 of the City of Paris
home rule charter addresses the sale of City property.
In reviewing the Local Government Code provisions and the provisions of the City Charter,
it is obvious the primary intent of these provisions is to impose a process whereby it is assured the
selling municipality obtains fair market value for the property being sold. Both the Charter and the
Local Government Code (which in instances of conflict would control the Charter) invoke a process
of public offering of the property for sale, the intent of the Legislature by invoking this process
obviously being to assure that fair market value is achieved by competitive bidding.
However, in several instances the State law acknowledges there will be various circumstances
for which using the competitive process would not necessarily result in a municipality receiving the
best value. For example, in instances of the sale of narrow strips of land, or land that because of its
shape, lack of access, or small area, cannot be used independently under its current zoning, an
alternative process is followed (see Section 272.001(b)(1), Texas Local Government Code).
Similarly, Section 272.001 (b) of the Local Government Code allows the same alternative process to
be used in instances of the sale of streets or alleys; the sale of a property to another governmental
entity with the power of imminent domain; the sale of property for development by an independent
foundation; the sale of property for use in a reinvestment zone; and other sales whereby the most
practical sale would be to an abutting property owner or where the sale is prompted by an overriding
public purpose.
In the instance of each of these exceptions, the Legislature has substituted for the competitive
bid process the requirement that the property may only be sold for a minimum fair market value as
determined by an authoritative appraisal of the value of the property.
Neither the State statutes nor the Charter envision the sale of an undivided interest in a
building. Obviously, the same basic principles must apply; that is, in selling an undivided interest of
real property, the City must be assured it is receiving fair market value on behalf of the public for the
real property interest sold. To do so in this instance, it is my view the City may participate in the sale
of its undivided interest with the Chamber, provided an authoritative appraisal performed by a
certified appraiser licensed to appraise such property in the state of Texas results in a determination
that the purchase price received for the property equals or exceeds the fair market appraised value.
Therefore, before the City Council may lawfully authorize the sale of the City's undivided
interested in this property, it is mandatory the City receive such an appraisal sufficiently far in advance
of the City Council meeting to allow a detailed review of the appraisal to assure that the City is in fact
receiving fair market value for the sale of its portion of the property.
If you have any additional questions regarding this matter, please do not hesitate to contact
me.
/lw
cc: Mayor and Members of the City Council of the City of Paris
RECEIVED
JAN 2 8 2003
CITY MANAGER
January 23, 2003 PAras. TEXAS
Mr. Larry Schenk, City Attorney
City of Paris
P. O. Box 9037
Paris, TX 75461-9037
Re: Sale of the Cha~nber Building on Clarksville Street
Dear Larry:
This is in response to your letter of January 15, 2003 which I received
today. There are just a couple of things that need to be clarified in your
letter. Gary and I have represented to you that on behalf of the Chamber
and the V&CC that we would support all proceeds from the sale of the
Chamber Building at 1651 Clarksville for improvements to the Depot
property. I believe that our ultimate goal is the same; however there may
be some miscommunication in the mechanics to get to the desired end
result. As our records indicate, the V&CC has already made a commitment
to cover expenses related to the Depot Project that are beyond the scope of
the TxDOT grant, such as what Tommy Haynes is compiling.
According to the Lease which we have agreed to on the Depot, we
will pave the parking lot. This means we (the Chamber) x~411 contract that
job to qualified contractors following City specifications. If the City
chooses to demand the 3/10 proceeds from the sale of the Chamber
building, the money that was originally put up by the V&CC, then we will
not be able to do the parking lot. If the City releases the entire proceeds
from selling the Chamber building as is our request, the Chamber will pave
the parking lot, landscape the property and every other improvement as
deemed necessary by the Chamber. This is perhaps where our difference
of mechanics comes into play. The Chamber will be responsible for all
improvements, and the Chamber will do all contracting in regard to these
improvements.
Pads
Serving Paris & Lamar County · 1651ClarksvilleStreet · Paris, Texas75460 · 903/784.2501 Fax903/784.2503 · www~paristexascom
Mr. Larry Schenk
January 23, 2003
Page 2
In no way do I want my comments to imply that we do not wish to
work in full concert with City Engineer Shawn Napier and Terry
Townsend in the Parks and Recreation Department.
Thank you for giving us the opportunity to clarify this
understanding.
Sincerely yours,
Donald Wall
Chairman
cc: Chamber Board of Directors
Michael E. Malone, City Manager
Tommy Haynes, Project Director
Shawn Napier, City Engineer
Terry Townsend, Parks and Recreation Director
Gary Vest, President