HomeMy WebLinkAboutReal Estate contractDocuSign Envelope ID: CBF49A99-A5F2-4232-A2DE-F6706DF3COD7
OFFER AND ACCEPTANCE
Date: January 5, 2022
1. BUYER and SELLER; PROPERTY: Terry Wood, Inc., an Arkansas corporation, and/or assigns ('Buyer") submits this
offer to the Board of Trustees of the University of Arkansas acting for and on behalf of the University of Arkansas for
Medical Sciences, a Public Institution of Higher Education ("Seller"), to buy the land containing 10.61 +/- acres, and
all improvements situated thereon (collectively, the "Property"), located at Southeast comer of Cantrell Road & N.
Rodney Parham Road and the Southeast corner of Anderson Drive & N. Rodney Parham Road, Little Rock, Pulaski
County, Arkansas and more particularly described as follows, to wit see attached Exhibit A
2. PURCHASE PRICE: Buyer will pay _ _ for the
Property (the "Purchase Price"), payable as fuuows: cash or equivalent at closing.
3. EARNEST MONEY: Buyer agrees to tender to Title Company (as named in Section 8 hereof) a check for. nade
payable to Title Company (the "Earnest Money") within three (3) business days after the Effective Date hereof (as said
term is defined immediately preceding Seller's signature below). In the event Buyer fails to timely tender the Earnest
Money Seller shall have the right to terminate this contract by giving written notice thereof to Buyer, which notice shall
be effective if Buyer does not deposit the Earnest Money within three (3) business days after receipt of such notice. The
Earnest Money shall be deposited and held in escrow by the Title Company and applied at closing toward the Purchase
Price or closing costs. Buyer represents and warrants that the Earnest Money check, and any other funds to be paid to
Seller hereunder, shall be drawn on an account in which there are good and sufficient, immediately available funds. If
title and survey requirements are not fulfilled or if any special contingency or condition hereto is not satisfied, the Earnest
Money shall be promptly refunded to Buyer.
If Buyer fails to fulfill each of its obligations under this contract or if, after all conditions to be satisfied by Seller
have been met, Buyer fails to close this transaction, the Earnest Money shall be released to Seller as liquidated damages
and the parties hereto will have no further rights or obligations hereunder. In the event there is at any time a dispute
regarding who is entitled to receive the Earnest Money, the party then holding same may interplead the Earnest Money
into a court of competent jurisdiction, after deducting its reasonable attorneys fees and costs to interplead, and upon
such interpleader, no party other than Buyer and Seller shall have any further obligation or liability for the Earnest
Money or under this contract; this provision is intended to release the Title Company, Listing Agent Firm and Selling
Agent Firm (as such are hereinafter named) from all further liability. In any circumstance in which the Earnest Money
is to be returned to Buyer or released to Seller pursuant to the terms of this contract, this contract will be deemed null
and void the parties hereto will thereafter have no further rights or obligations hereunder.
4. SELLER'S ENVIRONMENTAL PROPERTY DISCLOSURES: Seller hereby represents and warrants to Buyer that to the
best of Seller's knowledge and belief:
A. The Property is not the subject of any administrative or judicial notice or action relating to asbestos, polychlorinated
biphenyls, dioxin or other hazardous, toxic or contaminated substances or environmental waste;
B. Seller has not received any notice of any claim or assertion that the Property is in violation of any environmental
protection law, rule or regulation.
C. No underground storage tanks are located on the Property and Seller has no actual knowledge of storage tanks ever
having been located on the Property.
5. INSPECTIONS AND REPAIRS: Buyer certifies that Buyer has inspected or will inspect, personally or through its
representatives, the Property, and that Buyer is not relying upon any warranties, representations or statements of Seller
or Seller's agent as to the age or condition of the Property or improvements thereon, other than those expressly set forth
herein, if any.
DocuSign Envelope ID: CBF49A99-A5F2-4232-A2DE-F6706DF3COD7
6. 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 and retained by Seller.
7. SURVEY: Within three 3 days after the Effective Date hereof Seller shall furnish to Buyer a copy of all surveys of the
Property currently in Seller's possession or control. In addition, within t 30 days after the Effective Date hereof
Buyer, at its option and cost, shall obtain a new survey.
8. TITLE INSURANCE: Within fourteen (14) days after the date that this offer and acceptance is approved by affirmative
vote of the Board of Trustees of the University of Arkansas ("Board Approval Date"), Seller shall furnish to Buyer and
to the Surveyor, at Seller's cost, an ALTA commitment for an owner's policy of title insurance in the amount of the
Purchase Price, naming Buyer as the proposed insured and noting thereon (but not insuring) the current zoning
classification of the Property, together with legible and complete copies of each special exception noted on or referred to
in such commitment (such commitment and exception documents being collectively referred to as the "Title
Commitment"), issued by Lenders Title Group in Little Rock, Arkansas (the 'Title Company"), which is a company
that is authorized to insure title to real property in the State of Arkansas.
Within seven 7 days after Seller delivers both the Title Commitment and the Survey to Buyer, Buyer shall deliver
written notice to Seller of any exceptions set forth in the Title Commitment to which Buyer objects, and of any deficiencies
in or objections to the Survey. Buyer's notice to the Title Company (regarding the Title Commitment) and/or the
Surveyor (regarding the Survey), copied to Seller, shall also constitute proper notice to Seller of objections. If Buyer does
not timely raise objections to the Title Commitment or Survey they shall be deemed accepted by Buyer.
Within fourteen (14) days after Buyer's delivery of notice of objections to the Title Commitment or the Survey, if
any, Seller may cure such objections or have the exceptions waived, removed or, when appropriate and acceptable to
Buyer, insured over, by the Title Company agreeing to issue a policy consistent with a revised title commitment, or via
endorsement thereto, and by Surveyor correcting, completing or modifying and recertifying the Survey. If Seller fails to
timely have such objections and/or exceptions waived, removed, corrected or insured over, or within that period of time,
Seller delivers written notice to Buyer that it will not so cure, then Buyer shall have the option, by giving written notice
to Seller, to:
(a) terminate this contract, in which event the Earnest Money shall be promptly returned to Buyer; or
(b) purchase the Property subject to such objections and exceptions with an appropriate reduction in the Purchase
Price as negotiated and agreed to by Seller and Buyer; or
(c) agree to extend the closing date for up to twenty (20) days to give Seller additional time to cure such objections.
If Buyer fails to timely deliver a notice indicating option (b) or (c) above Buyer will be deemed to have elected option (a)
and this contract shall be null and void and the Earnest Money promptly refunded to Buyer, and the parties hereto will
have no further rights or obligations hereunder.
Seller agrees to cooperate in all respects with the Title Company, both before and after closing, and to promptly
provide to the Title Company such documents and information (including federal tax identification number, as
appropriate) as may be reasonably requested to facilitate the closing. Seller shall furnish to Buyer the owner's policy of
title insurance consistent with the accepted Title Commitment as soon as practicable after closing and in all events within
thirty (30) days after closing.
9. INVESTIGATION PERIOD: Within five 5 days after the Effective Date hereof Seller shall deliver to Buyer, to the extent
in the possession of or available to Seller or Seller's agents, representatives, employees or contractors, all: (1) leases,
subleases and other occupancy agreements pertaining to the Property, together with a current rent roll indicating rent
payment and security deposit status (if the Property is leased to tenants whose terms will continue 30 or more days
beyond the closing), (2) service and maintenance agreements for the Property, (3) warranties for fixtures and equipment
that comprise any part of the Property which is to be sold hereunder, (4) other material contracts incidental to the
ownership or operation of the Property, and (5) engineering, environmental and other studies with regard to the
Property.
Buyer shall have nines (90) days after the Board Approval Date (the "Investigation Period") to review such
materials and conduct such further examinations of the Property, studies, non-destructive tests and any other
inspections and analysis as Buyer shall deem necessary or desirable to satisfy itself as to such matters which Buyer, in
its sole and absolute discretion, considers relevant to its decision to purchase the Property. Seller hereby grants Buyer,
DocuSign Envelope ID: CBF49A99-A5F2-4232-A2DE-F6706DF3COD7
and its engineers, representatives and consultants, a license to go upon the Property and conduct such non-destructive
tests and explorations as are reasonably deemed necessary by Buyer. All such tests and exploration shall be
commercially reasonable, and Buyer shall indemnify and hold Seller harmless against any loss, claim or damage
resulting from such testing or exploration. In the event Buyer, its engineers, representatives and consultants, need access
to the interior of the Property in order to conduct such investigations Seller shall grant Buyer such access at reasonable
times. Notwithstanding the foregoing, the Buyer shall have the option to extend the Investigation Period for (30) days
(the "Extended Investigation Period") upon tendering to Title Company a check for de payable to Title
Company (the "Additional Earnest Money'). Should Buyer elect to terminate this contract for any reason whatsoever
on or before the end of the Investigation Period, then Buyer may, at its option, do so by giving Seller written notice of
termination, whereupon the Earnest Money and Additional Earnest Money, if applicable, will be promptly refunded to
Buyer. If Buyer does not deliver, on or before the expiration of the Investigation Period, either a notice of termination
or a notice removing this investigation contingency, this contract shall be deemed null and void and the Earnest Money
and Additional Earnest Money, if applicable, will be promptly refunded to Buyer.
10. PRORATIONS: Taxes and special assessments due on or before closing shall be paid by Seller. Any deposits and pre-
paid rent on rental property are to be transferred to Buyer at closing. Current general taxes and special assessments,
rental payments and any interest on assumed loans shall be prorated at closing unless otherwise specified herein.
IL CLOSING: Closing shall occur at such time as is mutually agreed by the parties hereto, provided that the date shall be
no later than t 30 days after the later to occur of (a) the expiration of the Investigation Period and (b) the satisfaction
of all special contingencies and conditions hereto, unless such requirement is waived in writing by both parties hereto
and a new date is substituted therefor. Closing shall occur at the Title Company's office located at 1 Allied Drive, Ste
1710, Little Rock, AR 72202. 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 policy of title insurance,
IRS 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 policy of title insurance,
Recording fees,
Preparation for loan documents,
One-half of escrow fees,
One-half of documentary stamps,
Other charges customarily paid by buyer.
12. CONVEYANCE: At closing, Seller shall deliver title to the Property through a duly executed and recordable general
warranty deed, conveying to Buyer good and marketable fee simple absolute title to the Property, reserving one-half of
all oil, gas and mineral rights as required by Ark. Stat. Ann. § 22-6-113, subject only to the matters listed as exceptions,
either standard or special, in the Title Commitment, which exception is not timely objected to or is deemed approved or
waived by Buyer under the terms of this contract. 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 Property 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 with such affidavit having attached thereto receipts evidencing all such payments. Conveyance shall be "as is;'
with no warranties except those expressed in the warranty deed.
13. POSSESSION: Possession of the Property shall be delivered to Buyer at closing, including all keys, entry codes and
other means of access.
14. ATTACHED FLYTURES AND EQUIPMENT: Unless specifically excluded herein, all fixtures and equipment, if any,
attached to the Property are included in the Purchase Price.
15. AGENCY: SELLING AGENT FIRM REPRESENTS BUYER AND THERE IS NO LISTING FIRM. Buyer and Seller
acknowledge that the Selling Agent Firm (identified below) is employed by Buyer and there is no Listing Firm
representing the Seller. All licensees associated with the Selling Agent Firm are employed by, represent, and are solely
DocuSign Envelope ID: CBF49A99-A5F2-4232-A2DE-F6706DF3COD7
responsible to, Buyer. Seller acknowledges that members of Buyer entity are licensed real estate brokers in the state of
Arkansas. Buyer shall pay a real estate commission at Closing per a separate agreement.
16. MERGER CLAUSE: This contract, when executed by both Buyer and Seller, shall contain the entire understanding and
agreement between Buyer and Seller with respect to the Property 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
Firm.
17. TIME IS OF THE ESSENCE: Buyer and Seller agree that time is of the essence to this contract and any failure to perform
within the time specified shall constitute a breach hereof. All times stated herein shall mean Central (Arkansas) time.
18. ATTORNEYS' FEES: In the event this contract is breached by either party and the other party hereto subsequently
obtains legal counsel to enforce the contract or obtain any remedies to which the non -defaulting party may be entitled,
the defaulting party agrees to pay the attorneys' fees and court costs of the non -defaulting party, whether or not
litigation, arbitration, mediation or some other form of action is instigated.
19. COUNTERPARTS: This contract may be executed in one or more counterparts, each of which shall be regarded as an
original hereof but all of which together shall constitute one and the same instrument.
20. NOTICE: Any time notice is required or permitted hereunder, notice to Buyer's real estate salesperson or attorney shall
be deemed notice to Buyer and notice to Seller's real estate salesperson or attorney shall be deemed notice to Seller.
Notice may be given by (a) personal delivery, (b) first class U.S. Mail, (c) Federal Express or any other reputable form of
mail or courier service, or (d) electronic mail if (i) the sending party is able to confirm receipt and (ii) no more than ten
(10) letter or legal size pages (and no larger pages) are being sent, with bigger deliveries to be sent only by method (a),
(b) or (c). Notices shall be deemed delivered on the earlier of when received or three (3) business days following deposit
into the mail. Notices sent directly to Buyer should be addressed to: Isaac Smith, 1 Allied Drive, Suite 1500, Little Rock,
AR 72202, with any email notice to: Isaac.Smith@colliers.com . Notices sent directly to Seller should be addressed to:
Wes Lacewell, 4301 W. Markham Street, Slot 541, Little Rock, Arkansas 72205 with any email notice to:
i^lacewell@uams.eduwith a copy to JoAnn Maxey, General Counsel, University of Arkansas System, 2404 North
University, Little Rock, AR 72207.
21. ASSIGNMENT: Buyer may assign its rights under this contract provided Buyer will remain obligated under the terms
hereof as though no assignment had occurred until the completion of the closing to either Buyer or its assignee.
22. SOVEREIGN IMMUNITY: Nothing in this offer and acceptance shall be deemed or interpreted as a waiver of Seller's
sovereign immunity.
23. BOARD APPROVAL REOUIREMENT: The University officer signing this offer is authorized to extend an offer to
purchase. However, only the Board of Trustees of the University of Arkansas holds the authority to convey real
property. Accordingly, the Seller's obligation to complete a sale of the Property is conditioned upon approval of a
resolution by the Board of Trustees of the University of Arkansas, confirming the Board's consent to conveyance of the
Property and the terms of this contract.
Buyer responsible for any re -zoning contingencies.
[SIGNATURE PAGE FOLLOWS]
DocuSign Envelope 10: CBF49A99-A5F2-0232-A2DE-F6706DF3COD7
This offer is executed by Buyer on ianuary 5.2022 and shall expire unless accepted in writing by Seller at or before
4_00 PM Central time on Tanuary 21, 2022, with such acceptance being promptly thereafter communicated to Buyer.
Colliers Arkansas, Inc
dba Colliers
Selling Agent Finn
��Rrc
Bill Pendergist,
Selling Agent
� a/
Mark A. Bentley,
Principal Broker
Buyer. Terry Wood, Inc.
By:
Name: Isaac Smith
Title: Manager
The above offer is accepted by Seller on 2022 at AM/PM Central time (the "Effective Date").
Seller. the Board of Trustees of the University of
Arkansas acting for and on behalf of the Universi
of Arkansas for Medical Sciences,a c
Institt tip&gher Education Q6
By: nzewausVac
Name: Donald R Bobbitt
President, University of Arkansas System
2/16/2022 1 07:40:37 PST
DocuSign Envelope ID'. CBF49A99-A5F2-4232-A2DE-F6706DF3COD7
EXHIBIT A
to
OFFER AND ACCEPTANCE
Property
Pulaski County Parcels highlighted in green.
Parcel #43L-022.07-001.01, #43L-022.00-031.00 +L-022.00-031.02
1 Allied Dnve
Suite 1500
Little Rock, AR 72202
Date: May 16, 2022
wea +1501 372 6161
Fax +1501 372 0671
To: Board of Trustees of the University of Arkansas acting for and on behalf of the
University of Arkansas for Medical Sciences, a Public Institution of Higher Education
Attention: Mr. Wes Lacewell, Director of Real Estate
4301 W. Markham Street, Slot 541
Little Rock, Arkansas 72205
Via email: jwlacewell@uams.edu
Re: Offer and Acceptance, Southeast Corner of Cantrell Road & N. Rodney Parham Road,
and the Southeast Corner of Anderson Drive & N. Rodney Parham Road, Little Rock,
Arkansas, between UAMS ("Seller") and Terry Wood, Inc. or Assigns ("Buyer)
Dear Mr. Lacewell:
Please accept this letter as notice of Buyer's intent to extend the original Investigation Period
by an additional thirty (30) days, pursuant to Section nine (9), "Investigation Period," of the
above -referenced Offer and Acceptance dated and effective February 16, 2022. We are in the
process of delivering the Additional Earnest Money deposit of Lenders Title
accordingly.
The new Investigation Period deadline shall be June 14, 2022.
Please acknowledge receipt and confirmation at your earliest convenience.
Sincerely,
�1
Bill Pendergist
Agent for Buyer
Colliens Arkansas, Inc., and cancan of its subsidiaries, is an independently ow aM o ted business and a member fem of COMM
Inlema"al Property Consullanm, an affiliation of independent m Wies with over 522 offices throu9bout more Nan 62 counties
worldwide.
i
DocuSign Envelope 10: 85C75D03-F2844413-B24C-15B3DA2A9F68
AMENDMENT I
TO OFFER AND ACCEPTANCE
Regarding the Offer and Acceptance dated February 16, 2022, between Terry Wood Inc., or assigns, as
Buyer and the Board of Trustees of the University of Arkansas acting for and on behalf of the University
of Arkansas for Medical Sciences as Seller, covering real property located at the southeast corner of
Cantrell Road and N. Rodney Parham Road and the southeast corner of Anderson Drive and N. Rodney
Parham Road in Little Rock, Arkansas (the "Property"), the undersigned Buyer and Seller, in consideration
for the covenants, agreements and promises made below and other good and valuable consideration,
receipt and sufficiency being acknowledged, agree as follows:
Paragraph 9: INVESTIGATION PERIOD: Buyer hereby notifies the Seller that the Buyer is exercising
the option to extend the Investigation Period for an additional 30 days upon tendering a check to the
Title Company for 0clitional Earnest Money).
In addition, Seller grants Buyer a second option to extend the Investigation period ("2"d
Extension Option"), with the second option for a 60-day period, and an additional °arnest
Money tendered to the Title Company, which shall be refundable so long as Buyer terminates the
contract for any reason on or before the end of the second extension (estimated to be Monday,
August 15, 2022).
This Amendment I, upon its execution by both parties, incorporates by reference all provisions of the
above -referenced purchase contract not expressly modified herein. All other terms and conditions of
the Offer and Acceptance shall remain unchanged.
BUYER: Ter W d, Inc. (or assigns)
By:
Name:
Date: S 1 Q, 1 2Z
SELLER: Board of Trustees of the University of
Arkansas acting for and on behalf of
the University of Arkansas for
Medical Sciences, a Public Institution
of Higher Education
��s By, xnsty waiters
Associate vice Chancellor for Finance and
Name: Treasurer
Date:
5/18/2022 1 15:09:07 EDT
One Allied Drive, Suite ISM (72202) *Post Office Boa 3546 a Little Rock, AR 72203 *Phone 501-372.6161 *Fax 501-372-0671
i Allied Dnve
Suite 1500
Little Rock, AR 72202
"N +1501 372 6161
FM +1501 372 0671
Date: June 14, 2022
To: Board of Trustees of the University of Arkansas acting for and on behalf of the
University of Arkansas for Medical Sciences, a Public Institution of Higher Education
Attention: Mr. Wes Lacewell, Director of Real Estate
4301 W. Markham Street, Slot 541
Little Rock, Arkansas 72205
Via email: jwlacewell@uams.edu
Re: Offer and Acceptance, Southeast Corner of Cantrell Road & N. Rodney Parham Road,
and the Southeast Corner of Anderson Drive & N. Rodney Parham Road, Little Rock,
Arkansas, between UAMS ("Seller") and Terry Wood, Inc. or Assigns ("Buyer")
Dear Mr. Lacewell:
Please accept this letter as notice of BuyerJs intent to extend the original Investigation Period
by an additional sixty (60) days, pursuant to Section nine (9), "Investigation Period," of the
above -referenced Offer and Acceptance dated and effective February 16, 2022, and
Amendment I to Offer and Acceptance dated May 19, 2022. We are in the process of delivering
the Additional Earnest Money deposit of enders Title accordingly.
The new Investigation Period deadline shall be August 15, 2022.
Please acknowledge receipt and confirmation at your earliest convenience.
Sincerely,
�1
Bill Pendergist
Agent for Buyer
Colliers Arkansas. Inc., and certain of ita wEsldlaries, is an independenty ovmed and operated Ousiness and a mem fam of Colliers
International Property Consul m, w afiliauon d independent canpnies vdN over 522 olFcee thmughod more than 62 wunaiea
vroddwide-