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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
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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,
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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,
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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
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BLOCK 2 DEVELOPMENT, LLC
By: Vanadis Group, Inc., Member
0
Paul Esterer, President
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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.
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RESOLUTION 266
SECTION 3. This Resolution will be and is in full force and effect from and after
its adoption.
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