114660 0
I RESOLUTION NO. 111466
3 A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK
4 TO EXECUTE A DEED AND FOR THE CITY MANAGER TO
5 EXECUTE CLOSING DOCUMENTS FOR THE SALE OF THE
6 FORMER YMCA BUILDING AT 524 SOUTH BROADWAY TO
7 BMS, INC.; AND FOR OTHER PURPOSES.
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9 WHEREAS, the City of Little Rock acquired the YMCA Building at the corner of 6th
10 and Broadway Streets in July 1996, and
11 WHEREAS, under the City's ownership the structure has remained boarded up and
12 vacant, however it is in dire need of renovation and restoration and deterioration has
13 increased due to unused utilities, no climate control and no user occupying the building on
14 a daily basis to notice and repair condition changes, and
15 WHEREAS, the City, through its agent David Carpenter of Dickson Flake Partners,
16 has received and accepted an offer from BMS, Inc. to purchase the building for Two
17 Hundred Thousand Dollars ($200,000); and
18 WHEREAS, the offeror has agreed to certain deed restrictions in order to preserve
19 the significant architectural features of the building, and
20 WHEREAS, the Board of Directors deems it appropriate to sell the building to BMS,
21 Inc. under the terms and conditions of the Offer and Acceptance between the parties, for
22 the health, safety and welfare of the citizens of the City.
23 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
24 THE CITY OF LITTLE ROCK, ARKANSAS:
[PAGE 1 OF 21
Resolution
Sale of YMCA Building
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1 Section 1. The Mayor and the City Clerk are authorized to execute a deed and the
2 City Manager is authorized to execute closing documents necessary to convey the former
3 YMCA Building at 524 South Broadway to BMS, Inc. in a deed in substantially the form
4 attached hereto as Exhibit "A ", as finally approved by the City Attorney.
5 ADOPTED: February 18, 2003
6 ATTEST: APPROVED:
8 `7 eZ, 4
9 Nanl6y Woo/d, City Clerk Willie Hinton, Vice Mayor
MC
11 APPROVED AS TO LEGAL FORM:
12 p/
14 Thomas M. Carpenter, City Ylttorney
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[PAGE 2 OF 21
Resolution
Sale of YMCA Building
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EXHIBIT "A"
Date: February 10, 2003
Property: 524 S. Broadway, Little Rock, Arkansas
Buyer: BMS, Inc.
Seller: City of Little Rock
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Seller hereby grants the Buyer the Option to assign this contract to Little Rock Preservation
Associates, LLC anytime after acceptance but no later than ten (10) days prior to closing.
Buyer shall not assign this contract to any other individual or entity without prior written
consent of Seller.
2. Offer and Acceptance is conditioned upon the (1) approval of the City Attorney, (2) approval
of the City Manager, and (3) approval of the City of Little Rock's Board of Directors.
3. Buyer shall not alter key architectural features of the Property without prior written consent
of the Seller. Buyer specifically is prohibited from altering the key architectural features
listed on Exhibit "C ".
4. Buyer shall submit a plan for redevelopment of the Property within 20 days of acceptance of this
offer.
Buyer shall submit financial information within 10 days of the acceptance of this offer, evidencing
capability of completing the purchase and redevelopment.
6. Upon completion but not later than ninety (90) days Buyer will submit to the City of Little Rock a
copy of the Working Drawings for the project as developed by the Project Architect.
Buyer shall obtain appropriate building permits within one hundred twenty (120) days of the
closing date.
This Agreement will be presented to the Little Rock Board of Directors at its meeting on February
18, 2003, to consider a resolution authorizing the sale of this Property under the terms and
conditions of this Offer and Acceptance.
Exhibit "A" YMCA
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EXIUiIT "B"
SPECIAL CONDITIONS
q SURVEY: Within fifteen (15) days of acceptance Seller shall provide to Buyer, at Seller's expense, shall
provide Buyer a current survey of the Property, prepared by a Registered Land Surveyor which shall be
updated and certified at closing in favor of Buyer (or its designee), Buyer's mortgage lender and the title
company. The survey shall show:
a) the boundaries of the property;
b) the legal description of the property;
c) all existing easement and right- of-way (setting forth the book and page number of the recorded
instruments creating the same), alleys, streets, and roads;
d) all existing improvements located on the property, including building, fences, parking lots, sidewalks,
power lines, etc.
e) any encroachments from or over adjacent properties;
f) the area of the property, expressed as a number of square feet;
g) the surveyor's certification;
Should Buyer elect to terminate this Agreement for any reason, which entitles Buyer to a refund of his earnest money,
the cost of the survey shall be deducted from the earnest money and remitted to Seller.
2) FINANCING: Buyer shall have forty five (45) days after acceptance to obtain a satisfactory, in Buyer's sole
opinion, commitment for financing. If Buyer fails to remove this condition in writing within twenty forty five
(45) days after acceptance, this Offer and Acceptance shall be void and the earnest money shall be promptly
refunded to Buyer, and Buyer and Seller shall have no further obligation to each other.
3) FEASABILITY STUDY: Buyer shall have one hundred twenty (120) days after acceptance to conduct a
feasibility study and satisfy itself that the property, in Buyer's sole opinion, is suitable for Buyer's intended
use. If Buyer fails to remove this condition in writing within one hundred twenty (120) days after acceptance,
this offer and Acceptance shall be void and the earnest money shall be promptly refunded to Buyer, and
Buyer and Seller shall have no further obligation to each other.
4) ENVIRONMENTAL REPRESENTATION: Seller hereby warrants and represents to Buyer that to the
best of Seller's knowledge:
a) the property is not the subject of any judicial or administrative notice or action relating to hazardous
waste or environmental contamination;
b) Seller has received no notice of any claim or violation of any law or regulation having to do with
environmental protection;
c) No hazardous or toxic substances have been stored, processed, or disposed of on the property during the
period that Seller has owned the property;
d) No underground storage tanks are located on the property.
Within ten (10) days of acceptance of the Offer and Acceptance contract Seller will provide any
environmental audits and reports currently in its possession.
5) ENVIRONMENTAL REPORTS: Buyer, at Buyers option shall have forty five (45) days after acceptance
to obtain the report of an environmental engineer with respect to an investigation, assessment, or audit of the
property, which report shall cover such matters the Buyer deems appropriate to assess the risks of
environmental liability in connection with the ownership and redevelopment of the property, and which report
shall be satisfactory, to Buyer in Buyer's sole discretion, and which report shall be at Buyer's sole expense.
Seller agrees to cooperate with Buyer during the environmental audit process.
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• OFFER riAD ACCEPTANCE :ANCE •
2002
I . BUYER: BMS, Inc. offers to buy, subject to the terms set forth herein, the following property:
2. PROPERTY DESCRIBED AS: 524 S. Broadway, legally described as !.ots 7, 8 & South 1/2 of Lot 9, Block 116,
Original City of Little Rock, Puiaski County, Arkansas
3. PURCHASE PRICE: The Buyer will pay $200,000.00 for the property, payable as follows: All cash at closing.
4. SPECIAL CONDITIONS: Buyer's Offer is conditioned upon satisfaction of the Special Conditions attached hereto on
Exhibits "A" and `B ".
5. EARNEST MONEY: Buyer herewith tenders a check for $20,000.00 to be deposited upon acceptance as earnest
money, which shall apply toward the Purchase Price or closing costs. Earnest money shall be held in escrow by Beach
Abstract & Guaranty Company, 100 Center Street, Little Rock, Arkansas. If title requirements are not fulfilled if
environmental contamination to the Property results in cancellation or if Special Conditions in Paragraph 4 hereinabove are
not satisfied, earnest money shall be promptly refunded to Buyer. If Buyer fails to fulfill his obligations under this contract,
or after all conditions have been met, Buyer fails to close this transaction, the earnest money may, at the sole and exclusive
option of the Seller, become liquidated damages to the Seller. Alternatively, Seller may assert all legal or equitable rights
which may exist as a result of Buyer breaching this contract.
6. CONVEYANCE: Seller shall, at closing, deliver title to the premises to Buyer through a duly executed and
recordable General Warranty Deed, conveying good and marketable title to the premises, subject to the following
exceptions:
(a) All legal and/or dedicated roads and highways;
(b) All zoning ordinances and other local, state and federal laws, rules and regulations (and all violations thereof)
limiting or regulating the use or enjoyment of the premises or the character, size, use or location of any improvements upon
the premises, including subdivision regulations, building code restrictions, environmental rules and regulations and
use -of- occupancy regulations.
(c) All general and special taxes and assessments not yet due and payable for which bills have not been tendered.
(d) All matters listed as exceptions, both standard and special, on the commitment for title insurance or other evidence
of title enumerated in Paragraph 7 below, which exception is not objected to or is deemed approved or waived by Buyer
under said Paragraph 7.
Seller shall further deliver to buyer, at closing, an affidavit certifying that no labor, materials or services have been
furnished to or for the benefit of the premises within one hundred twenty (120) days prior to closing, other than those which
have been listed in the affidavit of title and have been paid in full by closing, as evidenced by receipts attached as exhibits
to said affidavit of title.
7. TITLE INSURANCE: Within ten (10) days of acceptance, Seller shall furnish to Buyer at Seller's cost, a
commitment for an owner's title insurance polity in the amount of the purchase price issued by a company authorized to
insure title to real property in the State of Arkansas and which is reasonably acceptable to Buyer.
Where the evidence of title, as set forth above, shows special exceptions to title other than those standard exceptions
commonly and ordinarily found in commitments for owners title insurance policios, and where such special exceptions
relate to restrictions, conditions, defects or other matters which would interfere with Buyer's use or adversely affect the
value of the premises, then within ten (10) days of delivery of such evidence of title, Buyer shall deliver written notice
thereof to Seller. Such notice shall state, specifically, those exceptions to which objection is being made. All objections
not specifically enumerated within such a timely delivered notice shall be waived by Buyer.
Within ten (10) days of Buyer's delivery of notice of objections to Seller, Seller may cure such objections or have the
exception waived or removed by the title company issuing the commitment. If, within such ten (10) day period, Seller tails
to cure and/or have waived such objections and exceptions, or within that period, Seller delivers written notice to Buyer
that it will not so cure, then, within five (5) days from delivery of such notice from Seller or the end of the period within
which Seller may cure (whichever is applicable), Buyer shall have the option to:
(a) Tem»nate this agreement by delivering written notice thereof to Seller, in which event all sums paid or deposited
by Buyer shall be returned to Buyer, or
(b) Purchase the premises subject to such objections and exceptions with no diminution in the purchase price;
or
(c) Agree to extend the closing date for thirty (30) days to give Seller additional time to cure such objections.
if Buyer fails to deliver notice of termination within that period, the objections shall be waived and the transaction shall
close.
Seller shall furnish the committed owners title insurance policy as soon as practicable after closing.
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S. PRORATION& Taxes and special assessments due on or before closing shall be paid by Seller. Any deposits on
rental property are to be transferred to Buyer at closing. Insurance, current general taxes and special assessments, rental
payments, utilities, and any interest on assumed loans shall be prorated at closing unless otherwise specified herein.
9. SELLER PROPERTY DISCLOSURE: This disclosure is additional to the OWNER PROPERTY CONDITION
DISCLOSURE and deals specifically with environmental concerns, Refer to Paragraphs 4 and 5 of Exhibit `B ".
10. CLOSING: Closing shall occur at such time as mutually agreed by the parties, provided that the date shall be no later
than July 1, 2003, unless such requirement is waived in writing by both parties and a new date substituted therefor.
Closing shall occur at Beach Abstract & Guaranty Company, 100 Center Street, Little Rock, Arkansas. Unless otherwise
agreed by Buyer and Seller, transaction costs will be paid by the party indicated below.
Seller: Title examination or search fees,
Premium for owner's title insurance policy,
M notification form,
Preparation of conveyance documents,
One-half of escrow fees,
One-half of documentary stamps,
Other charges customarily paid by seller.
Buyer. Premium for mortgagee's title insurance policy,
Recording fees,
Preparation for loan documents,
One-half of escrow fees,
One -half of documentary stamps,
Other charges customarily paid by buyer.
11. POSSESSION: Possession shall be delivered no later than closing.
12. ATTACHED FIXTURES AND EQUIPMENT: Unless specifically excluded herein, all attached fixtures and equipment,
if any, are included in the purchase price.
13. INSPECTIONS AND REPAIRS: Buyer certifies that Buyer has inspected the property and is not relying upon
any warranties, representations or statements of Agent or Seller as to age or condition of improvements, other than those
specified herein.
14. RISK OF LOSS: The risk of loss or damage to the property by fire or other casualty occurring up to the time of
Buyer's closing is assumed by the Seller.
15. AGENCY: LISTING AGENT FIRM REPRESENTS SELLER AND SELLING AGENT FIRM REPRESENTS BUYER:
Buyer and Seller acknowledge that the Listing Agent Firm is employed by the Seller and the Selling Agent Firm is
employed by the Buyer. All licensees associated with the Listing Agent Firm are employed by, represent, and are
responsible to the Seller.. All licensees associated with the Selling Agent Firm are employed by, represent, and are
responsible to the Buyer. Buyer acknowledges the Selling Agent Firm verbally disclosed that the Listing Agent Firm
represents the Seller. Seller acknowledges the Listing Agent Firm verbally disclosed that the Selling Agent Firm represents
the Buyer.
16. MERGER CLAUSE: This contract, when executed by both Buyer and Seller, shall contain the entire understanding and
agreement between the Buyer and Seller, with respect to all matters referred to herein and shall supersede all prior or
contemporaneous agreements, representations, discussions and understandings, oral or written, with respect to such
matters. This contract shall not supersede any agency agreements entered into by Buyer or Seller and Listing Agent Firm or
Selling Agent Finn.
17. EXPIRATION OF OFFER: This offer shall expire unless written acceptance is received-by, Buyer before
5:00 PM on February 20, 2003. �r
SELLING AGENT FIRM:
Grayson Property Company, Inc.
�/.f/ By.' f
Fred J. y CPM upervisiy roker J e Steinberg, its President
The above offer is accepted • . 20_ at — AM/PM. I, *agree to pay the below named
agent a fee of 72/6 for professional services rendered in securing said offer. If for any reason the earnest money provided for
herein is forfeited by Buyer under the provisions hereof, same shall be divided equally between Seller and Agent after payment
of incurred expenses.
LISTING AGENT FIRM:
Barnes Quinn Flake & Anderson, Inc.
LO
L. Dickson Flake, Supervising Broker
By:
David Carpenter, Agent
Oda & Accap� YMCA
SELLER:
City of Little Rock
By. �NVWN�
Bruce Moore, its City Manager
By:
City of Little Rock
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EXHIBIT "C"
Key Architectural Features
1. Exterior:
A. All elements of the exterior are restricted except those added after original
construction such as the awnings and the security lamps.
B. Windows may be replaced with non - operable windows. Design of the window
frames and mullions should match the existing, and materials used should be as similar
as possible in appearance.
C. If it is not practical to retain the the roof, every reasonable effort should be made to
retain the tile around the perimeter of the building.
2. Courtyard:
A. Same criteria as exterior above.
B. Retain the the roof above the first floor in the courtyard.
3. Interior:
A. Lobby
1) Floor
2) Textured stucco walls and columns
3) Capitals
4) Tile facing and arch surrounds
5) Ceiling design and material
6) Stairs
B. Broadway Entrance Foyer
1) Both sets of entry doors
2) Light fixture
3) Floor
4) Textured stucco walls and marble
C. Parlor north of Lobby
1) Textured stucco walls
2) Arched windows with leaded glass
3) Fireplace
4) Beamed ceiling
5) Perimeter floor area
6) Entrance door and surround
D. Room south of Lobby
1) Textured stucco walls and wall design
2) Ceiling design
3) Columns between windows
4) Fireplace
These restrictions shall be documented and recorded and shall survive closing.
Exhibit "a^ YMCA
I£ Buyer fails to remove this conilifion in writing within forty five (45) days Acceptance, this Offer and
Acceptance shall be void and the earnest money shall be promptly refunded to Buyer, and Buyer and Seller
shall have no further obligation to each other.
6) TERMITE: On or before closing, Seller shall furnish to Buyer, at Seller's cost, a current certificate from a
licensed termite control company establishing that the property is free of termite infestation and/or damage.
7) NOTICES: Any notice or communication required or permitted hereunder shall be deemed to be delivered,
whether actually received or not when transmitted via any of the following methods: (1) hand delivery; (2)
facsimile transmission; (3) Federal Express or other overnight delivery service; or (4) deposited in the United
States mail postage fully prepaid registered or certified mail, addressed to the intended recipient at the
addresses shown below.
Seller: City of Little Rock Buyer: BMS, Inc.
c/o Barnes Quinn Flake & Anderson, Inc. c/o Grayson Property Co., Inc.
1200 Regions Center 1610 West 3`s Street
Little Rock, Arkansas 72201 Little Rock, Arkansas 72201
Attn: David Carpenter Attn: Fred J. Gray, CPM
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WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS:
That the CITY OF LITTLE ROCK, an Arkansas municipal corporation, (hereinafter
called "Grantor "), duly authorized by resolution of its Board of Directors, for the sum of Ten
Dollars ($10) and other valuable consideration, the receipt of which is hereby acknowledged,
does hereby GRANT, BARGAIN, SELL and CONVEY unto BMS, INC., a (hereinafter called
"Grantee "), all of the Grantor's right, title and interest in and to the following described lands in
Little Rock, Pulaski County, Arkansas:
Lot 10 and the South 40 feet of Lot 11, Block 74, Original City of
Little Rock, Pulaski County, Arkansas.
TOGETHER WITH all and singular the rights, hereditaments and appurtenances
thereunto belonging or in anywise appertaining.
THIS CONVEYANCE IS CONDITIONED upon the covenant of the Grantee, which
covenant shall run with the land and bind the successors and assigns of Grantee, that the key
architectural features of the historic building will be preserved in the rehabilitation and
renovation of the structure, such features as described on Exhibit `°A" attached hereto and made
a part hereof.
TO HAVE AND TO HOLD the same unto said Grantee and unto Grantee's successors
and assigns forever.
AND Grantor will warrant and defend the right and title to the Property unto Grantee and
its successors and assigns against all lawful claims whatsoever.
IN WITNESS WHEREOF, the Grantor has caused this Warranty Deed to be signed in its
name and behalf by its Mayor and its corporate seal to be hereunto affixed and attested by its
City Clerk as of this day of 2003.
CITY OF LITTLE ROCK, ARKANSAS
C
ATTEST:
Nancy Wood, City Clerk
Jim Dailey, Mayor
PREPARED BY THE OFFICE OF THE LITTLE ROCK CITY ATTORNEY
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ACKNOWLEDGMENT
(CITY)
STATE OF ARKANSAS )
)SS
COUNTY OF PULASKI )
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1, , notary public in and for said county in the state
aforesaid, do hereby certify that Jim Dailey, personally known to me to be the Mayor of the City
of Little Rock, Arkansas, and Nancy Wood, personally known to me to be the City Clerk of the
City of Little Rock, appeared before me this day in person and severally acknowledged that as
such City Mayor and City Clerk, they signed and sealed the said instrument and caused the seal
of the authority of the Board of Directors of the City of Little Rock, Arkansas, as their free and
voluntary act and deed of said City of Little Rock, Arkansas, for the uses and purposes therein
set forth.
Given under my hand and notarial seal this day of ,2003.
Notary Public
My Commission Expires: