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Res 2017 9/20/1977RESOLUTION NO. V7 RESOLUTION APPROVING CONTRACTS OF SALE TO THE CITY OF WICHITA FALLS OF BLOCK NO. 195, ORIGINAL TOWNSITE, AND OF LOTS 8 AND 9 OF BLOCK NO. 198, ORIGINAL TOWNSITE. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF WICHITA FALLS, TEXAS, THAT: Those two certain contracts of sale, copies of which are attached hereto, whereby Sikes Center Partnership contracts to sell to the City of Wichita Falls all of Block No. 195 of the Original Townsite, and all of Lots 8 and 9 of Block No. 198 of the Original Townsite, are hereby approved, and the City Manager is authorized to execute the same for the City of Wichita Falls. PASSED AND APPROVED this the 20th day of September, 1977. A Y R ATTEST: JA City Clerk CONTRACT FOR SALE OF CITY BLOCK UPON WHICH THE STORE FORMERLY KNOWN AS DILLARD' S DEPARTMENT STORE IS SITUATED THE STATE OF TEXAS X KNOW ALL MEN BY THESE PRESENTS : COUNTY OF WICHITA X Sikes Center Partnership, an Illinois general partner- ship (hereinafter called "Seller") , hereby sells and agrees to convey unto the City of Wichita Falls, a home rule municipal corporation organized under the laws of the State of Texas hereinafter called "Purchaser" ) , and Purchaser agrees to pur- chase and pay for, all as provided herein, that property situated in the City of Wichita Falls , Wichita County, Texas, and described as follows : All of Block No. 195 of the Original Townsite of the City of Wichita Falls ; subject to all outstanding easements, rights-of-way, restric- tions and mineral reservations, but together with all permanent improvements situated thereon. Further, Purchaser represents that Purchaser has made an inspection of the property and takes such property in its present physical condition "as is" , without any warranty, as of the date of this contract but with no material detrimental change -- except such as is compensated by insurance proceeds as hereafter discussed -- in such physical condition to occur between the date hereof and the date of delivery of posses- sion hereunder to Purchaser. However, Seller shall convey to Purchaser (by special warranty deed of Seller, warranting against all adverse claims by, through, and under Seller) good and marketable title to the subject property (free and clear of all liens) at closing. Also, Purchaser is to receive at closing that title insurance policy covering the subject property and hereinafter specified. PURCHASE PRICE: The purchase price shall be $465 , 000. 00 to be paid by Purchaser to Seller in cash at closing. DELIVERY OF POSSESSION OF PREMISES AND PAYMENTS OF INTEREST, AD VALOREM TAXES , INSURANCE, UTILITIES PENDING CLOSING: Seller shall deliver possession of the premises to Pur- chaser upon Purchaser' s request therefor and whenever (1) no valid referendum petition has been submitted questioning this transaction (as hereinafter detailed) within the time permitted for the submission thereof or (2) a valid referendum petition is timely submitted but the election held pursuant thereto fails to prevent the appropriation for this transaction. Upon such delivery of possession Purchaser shall thereafter be responsible for maintenance of the premises, maintaining the insurance coverage thereon, the payment of all utilities servicing the premises, and the payment of all ad valorem taxes which ad valorem taxes shall actually be prorated to October 1, 1977) , all as hereinafter set out in detail. Further, Purchaser upon receipt of such possession shall be entitled to utilize the premises for any purposes Purchaser desires and even by making structural changes to the improvements thereon or removing any of the improvements therefrom provided any consent necessary from the present mortgage holder is first obtained, which consent shall not be unreasonably withheld to the extent Seller can control such. Seller shall use its best reasonable efforts to obtain any consent from such mort- gage holder. Such request by Purchaser for delivery of posses- sion must be made (if the conditions precedent hereinabove set forth have occurred) by at least April 15 , 1978 . Upon such delivery of possession of the premises , Pur- chaser shall pay to Seller an "interim payment" sum (for the insurance, maintenance , utilities and interest on the purchase price accruing during the period from October 1, 1977 , to the date of delivery of possession) in an amount equal to the number of months elapsing from October 1, 1977 , until the date of the delivery of possession multiplied by the sum of $6 ,000. 00. 2 - For example, if the delivery of possession is given on January 15, 1978 , then the amount of such payment shall be $21, 000. 00, being 3. 5 multiplied by $6 ,000. 00. Upon closing (at the time hereinafter specified) of the transaction Purchaser shall pay to Seller in addition to the purchase price specified above an amount equal to 3 ,000. 00 multiplied by the number of months elapsing from the date of delivery of possession up until the date of closing with such sum representing interest accruing from the date of delivery of possession up until the date of closing on the purchase price) . PRORATION OF AD VALOREM TAXES AND PROVISION FOR TITLE INSURANCE : Seller will have paid by, or contemporaneously with, execution of this contract, all ad valorem taxes, with penalties and interest, if any (as well as any other special assessments) assessed against the subject property for all years up to and including the year 1976. All ad valorem taxes (and any other special assessments) assessed against the subject property for the year 1977 will be prorated to the date of October 1, 1977. Seller shall pay to Purchaser on date of delivery of possession Seller' ss ro rata share at 1977 taxes, penaltyPPY and interest, and Purchaser shall be responsible for payment of taxes for 1977. And until the time of closing, Purchaser shall be responsible for the timely payment (or other adequate provision for) all such ad valorem taxes and special assess- ments against the subject property for the year 1978 and all subsequent years. Seller shall furnish to Purchaser within thirty days from the date of this contract a Lawyer' s Title Insurance Corporation or Pioneer.. National Title Insurance Company owner' s title insurance policy binder with respect to the premises showing the status of the title to the subject property at a time as of the date of this contract. At closin g hereof 3 - Seller shall deliver (at Seller' s expense) to the Purchaser an owner' s title insurance policy issued by either Lawyer' s Title Insurance Corporation or Pioneer National Title Insurance Company in the full amount of the purchase price and insur- ing merchantable title in Purchaser as to the subject property. PROVISION FOR CASUALTY AND LIABILITY INSURANCE , MAINTENANCE AND UTILITIES PENDING DELIVERY OF POSSESSION AND PENDING CLOSING: Seller shall continue to carry fire and extended coverage insurance on the permanent improvements situated on the premises up until the date of delivery of possession of the premises to Purchaser and in an amount of the lesser of (1) the insurable value thereof or (2) the purchase price hereof. Then, effective as of the date of delivery of possession of the premises, Purchaser shall furnish such fire and extended coverage insurance. Should any loss covered by such insurance occur and should delivery of possession of the premises also occur, then Purchaser shall be assigned all rights of Seller under such policy (or policies) and the transaction hereunder shall proceed as otherwise herein contemplated; but should such a loss covered by such insurance occur and delivery of possession of the premises not occur hereafter, then Seller shall retain all rights and proceeds under such policies and the transaction shall not close. It is recognized that the present mortgage holder of the property may require that it be named as beneficiary (to the extent its interest appears) in any such fire and extended coverage policies. If so, then such an endorsement as required will be carried on such policies and to the extent such mort- gage holder receives any insurance proceeds therefrom and should delivery of the possession of the premises occur here- under, then the sales price will be adjusted at closing for the amount of such insurance proceeds so paid to such mortgage holder. 4 - I Liability insurance for accidents occurring on the pro- perty and in the amounts of at least $1, 000 , 000. 00 for per- sonal injury or death and $100 ,000. 00 property damage shall be maintained from the date of this contract to the date of closing and for the benefit of both parties hereto. Seller shall maintain such liability insurance up until delivery of possession of the property and then Purchaser shall maintain such thereafter until time of closing. All insurance policies shall be maintained with reputable insurance companies , naming both parties hereto as beneficiaries thereof, and the party hereto required to maintain such shall furnish a copy to the other party hereto (and any mortgage holder involved) . Seller shall pay for all utilities and furnish any maintenance needed for the premises up until the time of delivery of possession of the premises and Purchaser shall furnish such thereafter. PROVISIONS RECOGNIZING POSSIBILITY OF REFERENDUM ELECTION AND ALSO FOR DELIVERY OF POSSESSION OF THE PREMISES : Purchaser represents to Seller that any time within thirty days after the execution hereof by Purchaser' s designated representative a referendum petition may be submitted by some of the citizens of Purchaser seeking to prevent this purchase or the appropriation of the funds therefor. Should such an appropriate petition be submitted, then Purchaser will promptly schedule and hold the election therefor. Then, should such election result in the prevention of this purchase or the appropriation of funds therefor, Purchaser shall promptly give Seller written notice thereof and together with such notice shall remit to Seller an amount equal to a portion of the interim payment" hereinabove specified amounting to $5, 000. 00 per month for that period of time elapsing from October 1, 1977 up until the date of the giving of such notice. And, 5 - r upon the giving of such notice and the making of such payment this contract shall be canceled and neither party shall be any further liable hereunder. Provided further, that if Purchaser has not taken delivery of possession of the premises by April 15 , 1978 , then Seller shall have the right to ter- minate this contract by giving Purchaser written notice of such termination. Upon such termination Purchaser shall pay . Seller promptly the sum of $32 , 500. 00 (being $5 , 000. 00 per month multiplied by the 6. 5 months involved) and neither party shall be any further liable hereunder to the other. CLOSING: Closing of the transaction shall be held at the offices of a title company or attorney in Wichita Falls , Texas , specified by Seller and at a date specified by Seller which shall be after the date of delivery of possession of the pre- mises but not later than January 15, 1979. Seller shall give such notice in writing to Purchaser at least fifteen days prior to the date of such closing. At such closing Seller shall deliver to Purchaser the special warranty deed herein contemplated together with the title policy herein contemplated. Purchaser shall pay to Seller at such closing the purchase price hereinabove pro- vided plus the $3, 000. 00 per month payment hereinabove specified attributable to interest on the purchase price. In the event that, because of title defects , Seller is unable to furnish a title policy insuring good and marketable title in Purchaser, this contract shall terminate, and the interim payment thereto made shall be returned by Seller to Purchaser. MISCELLANEOUS MATTERS : Time is of the essence in all matters provided herein and the performance of all covenants contained herein. All covenants hereof are material. Should litigation result hereunder then the prevailing party hereto shall be entitled 6 to recover, in addition to any other relief available at law, a reasonable attorney' s fee for such litigation. The individuals executing for the respective parties hereof do personally warrant that they have authority to do so. This contract and all rights hereunder may not be assigned by Purchaser. All notices allowed or permitted to be sent hereunder to either party hereto shall be sent by certified mail, return receipt requested, with proper postage placed thereon to the following respective addresses (unless either party hereto subsequently gives the other written notice of a change of such address) , to-wit: SELLER: Sikes Center Partnership c/o Centre Properties 180 North LaSalle Street, Suite 3407 Chicago, Illinois 60601 PURCHASER: City of Wichita Falls P. O. Box 1431 Wichita Falls, Texas 76307 Attention: City Attorney It is recognized that the same parties hereto have entered into a contract dated this same date for the sale by Seller to Purchaser of Lots 8 and 9 , Block 198 , of the Original Townsite of the City of Wichita Falls, Wichita County, Texas, reference to such contract being hereby made. The parties hereto do agree that should delivery of possession of the subject premises occur, pursuant to the conditions set forth herein, that such other contract entered into by and between the parties shall also be performable by the par- ties hereto. However, if such delivery of possession herein does not occur and the present contract is terminated as herein provided then such other contract shall also be terminated. 7 - l This contract is dated this the tel day of September, 1977, in duplicate originals , one for each party hereto. SELLER: SIKE NTER PA: • R HIP By A Managing Genera i`artner B 20 A Managing Gen-ral Partner PURCHASER: THE CITY OF WICHITA FALLS By City Man ger ATTEST: 8 - i 007 CONTRACT FOR SALE OF CITY LOTS FORMERLY USED FOR PARKING FOR THE STORE FORMERLY KNOWN AS DILLARD'S DEPARTMENT STORE THE STATE OF TEXAS X KNOW ALL MEN BY THESE PRESENTS : COUNTY OF WICHITA X Sikes Center Partnership, an Illinois general partner- ship (hereinafter called "Seller") , hereby sells and agrees to convey unto the City of Wichita Falls , a home rule muni- cipal corporation organized under the laws of the State of Texas (hereinafter called "Purchaser") , and Purchaser agrees to purchase and pay for, all as provided herein, that property situated in the City of Wichita Falls, Wichita County, Texas, and described as follows : All of Lots 8 and 9 of Block No. 198 of the Original Townsite of the City of Wichita Falls; subject to all outstanding easements , rights-of- way, restrictions and mineral reservations, but together with all permanent improvements situated thereon. Further, Purchaser represents that Purchaser has made an inspection of the property and takes such property in its present physical condition "as is" , without any warranty, as of the date of this contract but with no material detrimental change -- except such as is compensated by insurance proceeds as hereafter discussed -- in such physical condition to occur between the date hereof and the date of delivery of possession hereunder to Purchaser. However, Seller shall convey to Pur- chaser (by special warranty deed of Seller, warranting against all adverse claims by, through, and under Seller) good and marketable title to the subject property (free and clear of all liens) at closing. Also, Purchaser is to receive at closing that title insurance policy covering the subject property and hereinafter specified. PURCHASE PRICE : The purchase price shall be $50,000. 00 to be paid by Purchaser to Seller in cash at closing. DELIVERY OF POSSESSION OF PREMISES AND PAYMENTS OF INTEREST, AD VALOREM TAXES, INSURANCE AND UTILITIES PENDING CLOSING: Seller shall deliver possession of the premises to Purchaser upon Purchaser' s request therefor and whenever (1) no valid referendum petition has been submitted questioning this transaction (as hereinafter detailed) within the time permitted for the submission thereof or (2) a valid referendum, petition is timely submitted but the election held pursuant thereto fails to prevent the appropriation for this transac- tion. Upon such delivery of possession Purchaser shall there- after be responsible for maintenance of the premises, maintaining the insurance coverage thereon, the payment of all utilities for utilities servicing the premises , and the payment of all ad valorem taxes (which ad valorem taxes shall actually be prorated to October 1, 1977) , all as hereinafter set out in detail. Further, Purchaser upon receipt of such possession shall be entitled to utilize the premises for any purposes Purchaser desires and even by making structural changes to any improvements thereon or removing any of the improvements there- from provided any consent necessary from the present mortgage holder is first obtained, which consent shall not be unrea- sonably withheld to the extend that Seller can control such. Seller shall use its best reasonable efforts to obtain any consent from such mortgage holder. Such request by Purchaser for delivery of possession must be made (if the conditions precedent hereinabove set forth have occurred) by at least April 15, 1978. PRORATION OF AD VALOREM TAXES AND PROVISION FOR TITLE INSURANCE : Seller will have paid by, or contemporaneously with, execution of this contract, all ad valorem taxes, with penal- ties and interest, if any, (as well as any other special assessments) assessed against the subject property for all years up to and including the year 1976. All ad valorem taxes (and any other special assessments) assessed against the subject property for the year 1977 will be prorated to the date of 2 October 1, 1977. Seller shall pay to Purchaser on date of delivery of possession Seller' s pro rata share of 1977 taxes, penalties and interest, and Purchaser shall be responsible for payment of taxes for 1977. And, until the time of closing, Purchaser shall be responsible for the timely payment (or other adequate provision for) all such ad valorem taxes and special assessments against the subject property for the year 1978 and all subsequent years. Seller shall furnish to Purchaser within thirty days from the date of this contract a Lawyer' s Title Insurance Corporation or Pioneer National Title Insurance Company owner' s title insurance policy binder with respect to the premises showing the status of the title to the subject property at a time as of the date of this contract. At closing hereof Seller shall deliver (at Seller' s expense) to the Purchaser an owner' s title insurance policy issued by either Lawyer' s Title Insurance Corporation or Pioneer National Title Insur- ance Company in the full amount of the purchase price and insuring merchantable title in Purchaser as to the subject property. PROVISION FOR LIABILITY INSURANCE, MAINTENANCE AND UTILITIES PENDING DELIVERY OF POSSESSION AND PENDING CLOSING: Liability insurance for accidents occurring on the property and in the amounts of at least $1, 000,000. 00 for personal injury or death and $100 , 000. 00 property damage shall be maintained from the date of this contract to the date of closing and for the benefit of both parties hereto. Seller shall maintain such liability insurance up until delivery of pos- session of the property and then Purchaser shall maintain such thereafter until time of closing. Such insurance policies shall be maintained with reputable insurance companies, naming both parties hereto as beneficiaries thereof, and the party hereto required to maintain such shall 3 _ L furnish a copy to the other party hereto (and any mortgage holder involved) . Seller shall pay for all utilities and furnish any maintenance needed for the premises up until the time of delivery of possession of the premises and Purchaser shall fur- nish such thereafter. PROVISIONS RECOGNIZING POSSIBILITY OF REFERENDUM ELECTION AND ALSO FOR DELIVERY OF POSSESSION OF THE PREMISES : Purchaser represents to Seller that any time within thirty days after the execution hereof by Purchaser' s desig- nated representative a referendum petition may be submitted by some of the citizens of Purchaser seeking to prevent this purchase or the appropriation of the funds therefor. Should such an appropriate petition be submitted, then Purchaser will promptly schedule and hold the election therefor. Then, should such election result in the prevention of this purchase (or the appropriation of funds therefor) , Purchaser shall promptly give Seller written notice thereof. And, upon the giving of such notice and the making of that payment required under that other contract entered into by the parties hereto and here- inafter identified, then this contract shall be canceled and neither party shall be any further liable hereunder. Provided further, that if Purchaser has not taken delivery of possession of the premises by April 15, 1978, then Seller shall have the right to terminate this contract by giving Purchaser written notice of such termination. Upon such termination Purchaser shall pay Seller promptly the sum required by such other contract between the parties and neither party shall be any further liable hereunder to the other. CLOSING: Closing of the transaction shall be held at the offices of a title company or attorney in Wichita Falls , Texas , specified by Seller which shall be after the date of delivery 4 - f of possession of the premises but not later than January 15 , 1979. Seller shall give such notice in writing to Purchaser at least fifteen days prior to the date of such closing. At such closing Seller shall deliver to Purchaser the special warranty deed herein contemplated together with the title policy herein contemplated. Purchaser shall pay to Sel- ler at such closing the purchase price hereinabove provided. In the event that, because of title defects, Seller is unable to furnish a title policy insuring good and marketable title in Purchaser, this contract shall terminate. MISCELLANEOUS MATTERS: Time is of the essence in all matters provided herein and the performance of all covenants contained herein. All covenants hereof are material. Should litigation result hereunder then the prevailing party hereto shall be entitled to recover, in addition to any other relief available at law, a reasonable attorney' s fee for such litigation. The indivi- duals executing for the respective parties hereof do personally warrant that they have authority to do so. This contract and all rights hereunder may not be assigned by Purchaser. All notices allowed or permitted to be sent hereunder to either party hereto shall be sent by certified mail, return receipt requested, with proper postage placed thereon to the following respective addresses (unless either party hereto subsequently gives the other written notice of a change of such address) , to-wit: SELLER: Sikes Center Partnership c/o Centre Properties 180 North LaSalle Street, Suite 3407 Chicago, Illinois 60601 PURCHASER: City of Wichita Falls P. O. Box 1431 Wichita Falls, Texas 76307 Attention: City Attorney 5 - I 4 It is recognized that the same parties hereto have entered into a contract dated this same date for the sale by Seller to Purchaser of Block 195, of the Original Townsite of the City of Wichita Falls, Wichita County, Texas, reference to such contract being hereby made. The parties hereto do agree that should delivery of possession of the subject premises occur, pursuant to the conditions set forth herein, that such other contract entered into by and between the parties shall also be performable by the parties hereto. However, if such delivery of possession herein does not occur and the present contract is terminated as herein provided then such other contract shall also be terminated. This contract is dated this the day of September, 1977 , in duplicate originals, one for each party hereto. SELLER: SIKES CENTER PARTNERSHIP By A Managing General Partner By A Managing General Partner PURCHASER: THE CITY OF WICHITA FALLS By City Manager ATTEST: 6 _ L