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105791 2 3 4 5 6 7 8 ,r 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 0 0 RESOLUTION NO. 10,579 262 A RESOLUTION TO AUTHORIZE A FIRST AMENDMENT TO AREAL ESTATE SALE AND PURCHASE AGREEMENT BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS, ADVERTISING & PROMOTION COMMISSION AND THE BLOCK 2 DEVELOPMENT, LLC; TO AUTHORIZE THE VICE -MAYOR AND THE CITY CLERK TO EXECUTE ANY NECESSARY DOCUMENTS; AND FOR OTHER PURPOSES. WHEREAS, the Little Rock Advertising & Promotion Commission and the Block 2 Development, LLC, properly entered into a real estate sale and purchase agreement for property commonly referred to as the Wallace Building in downtown Little Rock and located at Block 2, Original City of Little Rock, Arkansas; and WHEREAS, a request has been made to amend that agreement to extend the closing date from July 1, 1999, to August 15, 1999, and this request has been accompanied by additional consideration; and WHEREAS, at a meeting held on June 28, 1999, the Little Rock Advertising & Promotion Commission adopted a resolution to authorize this first amendment. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: SECTION 1. The Vice -Mayor in the absence of the Mayor, or the Mayor, and the City Clerk are authorized to execute the document set forth as Exhibit A to this Resolution, and which is entitled FIRST ADDENDUM TO REAL ESTATE SALE AND PURCHASE AGREEMENT. PASSED: June 29, 1999 ATTEST: APPROVED: W 4 n AA 43 cA, Robbie Hancock, City Clerk APPROVED AS TO LEGAL FORM: Thomas M. Carpenter, City rnetf y (Corrected 7- 22 -99.) B. J. ck, Vic ayor • • EXHIBIT A 263 FIRST ADDENDUM TO REAL ESTATE SALE AND PURCHASE AGREEMENT This First Addendum to Real Estate Sale and Purchase Agreement is made and entered into as of June , 1999 by and between the City of Little Rock, Arkansas, a city of the first class, as Agent for the use and benefit of the Advertising and Promotion Commission of'Little Rock, Arkansas, hereinafter referred to as the "Seller" and Block 2 Development, LLC, an Arkansas limited liability company, hereinafter referred to as the "Buyer". WIlEREAS, the Seller and Buyer have made and entered into that certain Real Estate Sale and Purchase Agreement (hereinafter referred to as the "Agreement ") wherein the Seller agreed to sell and the Buyer agreed to buy the Property therein described all as situated on the real property more particularly described on Exhibit "A" attached hereto and made a part hereof, and, WIEREAS, pursuant to the terms and provisions of the Agreement, the Buyer did deposit with the Escrow Agreement the sum of $500.00 as Earnest Money; and, WI-1EREAS, pursuant to the terms and provisions of the Agreement, the Buyer elected to extend the closing date from May 1, 1999 to June 1, 1999 by depositing with the Escrow Agent the sum of $4,500.00 as Additional Earnest Money; and, W1ffiREAS, pursuant to the terms and provisions of the Agreement, the Buyer elected to extend the closing date from June 1, 1999 to July 1, 1999 by depositing with the Escrow Agent the sum of $5,000.00 as Additional Earnest Money and the Buyer did further deliver to the Seller on June 1, 1999 the Buyer's written notification that the Buyer had secured financing of the Purchase Price or a portion thereof, has determined that the condition of the Property is satisfactory and that the Buyer will close the transaction contemplated by the Agreement on the date of Closing; and, V41EREAS, the Buyer has requested that the Seller agree to extend the closing date to August 15, 1999; and, -1- nJnwur������ • C� 264 FIRST ADDENDUM TO REAL ESTATE SALE AND PURCHASE AGREEMENT WHEREAS, the Seller and the Buyer have reached an agreement pertaining to the Buyer's requested extension as hereinafter stated. NOW, THEREFORE, WITNESSETH: That for and in consideration of the payment of the sum of $10,000.00 as Additional Earnest Money, the Buyer's covenants and promises herein contained and the Buyer's promise to fully and faithfully perform its obligations under the Agreement, as amended hereby, and other good and valuable consideration, the Seller and Buyer covenant and agree as follows: 1. Seller and Buyer acknowledge and confirm the accuracy of the recitals hereinabove set forth. 2. Buyer warrants and represents to the Seller that all conditions precedent to the Buyer's obligation to close have been removed, waived or dealt with to the Buyer's complete satisfaction, including but not limited to, (i) Buyer hereby acknowledges that it has received and reviewed the Commitment and Survey required by Paragraph 5 of the Agreement and accepts and approves the state of the title to the property therein described; and (ii) Buyer acknowledges and confirms that it has completed all inspections of the Property and has found all conditions of the Property to be satisfactory and acceptable to the Buyer. 3. Seller and Buyer hereby agree that the date of closing and closing date of the transaction contemplated by the Agreement, as amended hereby, shall be extended from July 1, 1999 to August 15, 1999, or such earlier date as is mutually agreed to by the parties hereto. 4. In consideration of the Seller's agreement to extend the date of closing to August 15, 1999 the Buyer hereby deposits with the Escrow Agent the sum of $10,000.00 as Additional Earnest Money, which said $10,000.00 when added to the $10,000.00 already on deposit brings the total amount of Earnest Money and Additional Earnest Money to $20,000.00. The parties hereto agree that if the Buyer closes the transaction contemplated hereby and pays the Purchase Price on or before the 15th day of August, 1999, then all Earnest Money and Additional Earnest Money shall be applied on the Purchase Price. If, however, the Buyer fails or refuses on or before the 15th day of August, 1999 to close the transaction contemplated hereby for any reason whatsoever, -2- hikpa poa Md.hd. 0 0 FIRST ADDENDUM TO REAL ESTATE SALE AND 265 PURCHASE AGREEMENT then the Buyer hereby affirms that it will be in default under the Agreement, waives all defenses and hereby authorizes, empowers, instructs and directs the Escrow Agent to immediately thereafter disburse the $20,000.00 held by the Escrow Agent as Earnest Money and Additional Earnest Money to the Seller, which sum shall be received and retained by the Seller as liquidated damages and not as a penalty, [the parties hereto acknowledging and confirming that the amount of the Earnest Money and Additional Earnest Money deposited is a reasonable forecast of just compensation to the Seller as a result of the Buyer's default and that the Seller's damages resulting from the Buyer's default are as of this date difficult, if not, incapable of accurate estimation]. 5. The Agreement and its terms and provisions shall be and remain in full force and effect, save and accept to the extent amended and modified hereby. CITY OF LITTLE ROCK, ARKANSAS Vice -Mayor B. J. Wyrick ATTEST: By City Clerk Robbie Hancock -3- hJ1q. k1AA&m BLOCK 2 DEVELOPMENT, LLC By: Vanadis Group, Inc., Member 0 Paul Esterer, President • 11 26+- RESOLUTION A RESOLUTION APPROVING THE TERMS AND PROVISIONS OF THAT CERTAIN FIRST AMENDMENT TO REAL ESTATE SALE AND PURCHASE AGREEMENT BY AND BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS, AS AGENT FOR THE CITY ADVERTISING AND PROMOTION COMMISSION OF LITTLE ROCK, ARKANSAS, AND BLOCK 2 DEVELOPMENT, LLC, PERTAINING TO THE SALE AND PURCHASE OF THE WALLACE BUILDING; AUTHORIZING AND DIRECTING THE CITY OF LITTLE ROCK, ARKANSAS, AS AGENT OF AND FOR THE CITY ADVERTISING AND PROMOTION COMMISSION OF LITTLE ROCK, ARKANSAS TO MAKE, EXECUTE AND PERFORM THE AFORESAID REAL ESTATE SALE AND PURCHASE AGREEMENT, AS AMENDED, AND PRESCRIBING OTHER MATTERS PERTAINING THERETO. WHEREAS, the City Advertising and Promotion Commission, hereinafter referred to as the "Commission ", acting by and through its agent, the City of Little Rock, Arkansas did purchase and is the owner of the Wallace Building situated in Block 2, Original City of Little Rock, Arkansas (the "Wallace Building "); and, WHEREAS, the Commission and Block 2 Development, LLC have made and entered into that certain Real Estate Sale and Purchase Agreement, pertaining to the sale and purchase of the Wallace Building, hereinafter referred to as the "Agreement "; and, WHEREAS, pursuant to the terms and provisions of the Agreement, the Buyer did deposit with the Escrow Agreement the sum of $500.00 as Earnest Money; and, • • RESOLUTION 26r WHEREAS, pursuant to the terms and provisions of the Agreement, the Buyer elected to extend the closing date from May 1, 1999 to June 1, 1999 by depositing with the Escrow Agent the sum of $4,500.00 as Additional Earnest Money; and, WHEREAS, pursuant to the terms and provisions of the Agreement, the Buyer elected to extend the closing date from June 1, 1999 to July 1, 1999 by depositing with the Escrow Agent the sum of $5,000.00 as Additional Earnest Money and the Buyer did further deliver to the Seller on June 1, 1999 the Buyer's written notification that the Buyer had secured financing of the Purchase Price or a portion thereof, has determined that the condition of the Property is satisfactory and that the Buyer will close the transaction contemplated by the Agreement on the date of Closing; and, WHEREAS, the Buyer has requested that the Seller agree to extend the closing date to August 15, 1999; and, WHEREAS, the Seller and the Buyer have reached an agreement pertaining to the Buyer's requested extension as eivdenced by that certain First Amendment to Real Estate Sale and Purchase Agreement, a true and correct copy of which is attached hereto marked as Exhibit "A" and made a part hereof by this reference. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE CITY ADVERTISING AND PROMOTION COMMISSION OF LITTLE ROCK, ARKANSAS THAT: SECTION 1. The. Commission, having determined that the same is in the best interest of the Commission, does hereby accept and approve the terms and provisions of the First Amendment to the Real Estate Sale and Purchase Agreement and hereby authorizes, empowers and directs the City of Little Rock, Arkansas, as Agent for the Commission, to make, execute and perform the same. SECTION 2. In furtherance of the foregoing the Commission requests that the Board of Directors of the City of Little Rock, Arkansas adopt such resolutions and take such actions and steps as are necessary or desirable to make, execute and perform the SFirst Amendment to the Real Estate Sale and Purchase Agreement and the Executive Director and Chairman of the Commission be and hereby are fully authorized, empowered and directed to take and perform any and all actions and steps necessary or desirable to fully effectuate the transactions contemplated by the said First Amendment to the Real Estate Sale and Purchase Agreement. -2- ckwuraurftjYp\aRp\r hedw 0 0 RESOLUTION 266 SECTION 3. This Resolution will be and is in full force and effect from and after its adoption. -3- 0w=vvabikp,\scWwhv.ea