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HomeMy WebLinkAboutExecuted Contract 051324SECOND AMENDMENT TO REAL ESTATE SALE AND PURCHASE CONTRACT This Second Amendment to Real Estate Sale and Purchase Contract ("Second Amendment") is executed effective the -.2-Ldday of March, 2024, by and between POTLATCHDELTIC REAL ESTATE, LLC ("Seller") and CHENAL LOT &DEVELOPMENT COMPANY, LLC, as successor by assignment to LBDG HOLDINGS, LLC {"Purchaser"). WHEREAS, Seller and LBDG Holdings, LLC ("LBDG") executed that certain Real Estate Sale And Purchase Contract dated August 16, 2023 ("Original Contract"), with respect to the purchase and sale of approximately 10.802 acres of land designated as Lot 8, Tract 1, Chenal Valley (Unrecorded) located in Little Rock, Pulaski County, Arkansas, and more particularly described on Exhibit A hereto (the "Lot 8 Property"); WHEREAS, LBDG assigned its interest as Purchaser under the Original Contract to Chenal Lot 8 Development Company, LLC, an affiliate of LBDG under common control, pursuant to that certain Assignment of Purchaser's Interest in Contract dated October 9, 2023; WHEREAS, Seller and Purchaser executed that certain First Amendment to Real Estate Sale and Purchase Contract dated January 25, 2024 (the "First .Amendment"; the Original Contract, as amended by the First Amendment is hereinafter referred to as the "Contract"); WHEREAS, Seller has agreed to also sell, and Purchaser has agreed to also buy from Seller, approximately 1.400 acres of land designated as Lot 913, Tract 1, Chenal Valley (Unrecorded) located in Little Rock, Pulaski County, Arkansas located adjacent to the Lot 8 Property, and more particularly described on Exhibit B hereto (the "Lot 9 Property"); and WHEREAS, Seller and Purchaser have agreed to amend the Contract to add the Lot 9 Property to the Contract upon the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the adequacy and receipt thereof hereby acknowledge, the Parties hereby agree as follows: 1. Legal Description. The Contract is hereby amended to define the Property as the Lot 8 Property and the Lot 9 Property, together with (i) all improvements, if any, located thereon, all rights and appurtenances pertaining to the foregoing, if any, including any right, title and interest of Seller, if any, in and to adjacent streets, alleys or rights of way and (iii) all easements, if any, benefitting the Lot 8 Property and/or Lot 9 Property. 49423.0001\ 10783309.v l 2. Purchase Price. This first sentence of Section 2 of the Original Contract is deleted in its entirety and replaced with the following. Purchaser will pay Seller the sum of ash per square foot for the Lot 8 Property and ash per square foot for the Lot 9 Property, both as determined by the survey provided by Seller to Purchaser pursuant to paragraph 13 hereof ("Purchase Price"). 3. Title Review. Seller shall furnish to Purchaser, at Seller's cost, an updated Seller's Commitment adding the Lot 9 Property. Within fifteen (15} days after the date hereof, Seller shall concurrently deliver the updated Seller's Commitment and any additional Exception Documents for the Lot 9 Property to Purchaser. If Purchaser has any objections to the updated Seller's Commitment that did not appear in the original Seller's Commitment, it shall advise Seller in writing of said objections within fifteen (15) days of Purchaser's receipt of the updated Seller's Commitment, any new Exception Documents and the Lot 9 Survey (defined below). Thereafter Seller shall have fifteen (15) days to cure said defects. In the event Seller does not cure said defects Purchaser's sole remedies are to terminate this Contract as to the Lot 9 Property only or close on the Property subject to such defects. In the event this Contract is terminated as to the Lot 9 Property due to Seller's failure to cure said defects, there shall be no refund of the Earnest Money Deposit or any Additional Earnest Money Deposit to Purchaser. For clarification and avoidance of doubt, nothing in this Second Amendment shall be construed to limit Purchaser's right to terminate the Contract (as amended by this Second Amendment) in its entirety during the Inspection and Approvals Period and receive a refund of the Earnest Money Deposit. To the extent that Purchaser makes no objection to the updated Seller's Commitment, such exceptions disclosed therein shall be deemed Permitted Exceptions, excepting those provisions requiring performance by Seller. 4. Lot 9 Survey. Section 13 of the Original Contract is hereby amended to require Seller to provide Purchaser, within fifteen (15) days after the execution of this Second Amendment and at Seller's cost, a current ALTA Survey of the Lot 9 Property, with a metes and bounds legal description, a lot and block description, a computation of the acreage and square footage of the area comprising the Lot 9 Property, and otherwise including the detail required under Section 13 of the Original Contract (the "Lot 9 Survey"). The Lot 9 Survey may be prepared, at Seller's option, as a new separate survey of the Lot 9 Property or as an update to the original Survey delivered by Seller pursuant to Section 13 of the Original Contract. 7 5. Ratification and Incorporation of Contract Terms and Effect of Amendment. Seller and Purchaser acknowledge and agree that: (i) Purchaser has exercised the two separate 30- day extensions of the Inspection and Approvals Period granted under the First Amendment, and the Inspection and Approvals Period is currently scheduled to expire on April 12, 20244 and (ii) in addition to theanwarnest Money Deposit, Purchaser has deposited with the Title Company a total f non-refundable Additional Earnest Money Deposits for the two 30-day extensions of the Inspection and Approvals Period granted in the Original Contract and the two 0-day extensions of the Inspection and Approvals Period granted in the First Amendment. Except as expressly modified in this Second Amendment and the Contract, the terms and conditions of the Contract are incorporated herein and made a part hereof. Defined terms not defined herein shall have the definition set forth in the Contract, as the case may be. Except as otherwise expressly modified and amended by this Second Amendment, the terms and conditions of the Contract shall remain in full force and effect. To the extent that any of the terms of this Second Amendment conflict with or contradict the terms of the Contract, the terms of this Second Amendment shall be deemed controlling. 6. Counterparts. This Second Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall comprise one and the same instrument. The exchange by the parties of copies of this Second Amendment and executed signature pages hereto by facsimile or other electronic transmission shall constitute effective execution and delivery of the Second Amendment and may be used in lieu of the original thereof for all purposes. In making proof of this Second Amendment, it shall not be necessary to produce or account for more than one such counterpart executed by the Party against whom enforcement of this Second Amendment is sought. IN WITNESS WHEREOF, This Second Amendment to Contract is executed effective as of the day and year first written above. SELLER: POTLATCHDELTIC REAL ESTATE, LLC By: vid Meglueblian, Vi PURCHASER: CHENAL LOT 8 DEVELOPMENT COMPANY, LLC L - Leonard Boen, Manager LOT 8 (UNRECORDED) TRACT 1, CHENAI, VALLEY PART OF TIME NW 114 OF SECTION 36, TOWNSHIP 2 NORTII, RANGE 14 WE:SI', PULASKII COUNTY, ARKANSAS, BEING MORE PARTICULARLY DESCRIBED AS. [TEOINNING AT THE NORTi1WES1' CORNIER OF LOT 2, TRACT 6, CHENAL VALLEY AN1 ADDITION TO THE CITY OF LIT re, ROCK, ARKANSAS, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF TRACT 7A, SAID ADDITION; THENCE CONTINUING ALONG THE WEST LINE OF SAID LOT 2, S 15055131" E A DISTANCE OF 295.07 FEET TO THE NORTHEAST CORNER OF LOT 7, TRACT 1, SAID ADDITION; THENCE 9►'ESTE;RL Y ALONG THEN NORTH LINT; OF LOTS 6 & 7, TRACT 1, SAID ADDITION, S 80°10'44" W A DISTANCE OF 348,45 FEEL' TO THE NORTHWEST CORNER OF LOT 6, TRACT I, SAID ADDITION; THENCE S 80°10'44" %' A DISTANCE OF 222.28 FEET TO THE NORTHEAST CORNER OF LOT 4, TRACT I, SAID ADDCCION; 11 LNCE CONTINUING ALONG THE NORTH LINE OF SAID LOT 4, S 80010'44" W A DISTANCE OF 17.60 FEET; THF.NCF IN A NORTHWESTERLY DIRECTION ALONG THE NORTH LINE OF SAID LOT 4, BEING THE ARC OF A CURVE TO THE R1GI IT WITH A RADIUS OF 100.00 FEET, HAVING A CHORD BEARING OF N 65043'58" W AND A CHORD DISTANCE OF 112,09 FEET, AND AN ARC LENGTH OF 118.99 FEET: THENCE N 31 °38'39•' W, A DISTANCES OF 52.31 FEEL' 6110 7HE SOUTHEAST CORNER OF E,OT 3, TRACT I, SAID ADDITION; THENCE IN A NORTHWESTERLY DIRECTION ALONG THE EAST LINE OF SAID LOT 3. N 31°38'39" W, A DISTANCE OF 98.20 FEET; 1TIENCE. IN A NORTHWESTERLY DIRECTION ALONG '1'HL ARC Ol' A CURVE 120 THE RIGHT WITH A RADIUS OF 5300,00 FEM, HAVING A CHORD BEARING OF N 31601*48" W AND A CHORD DISTANCE 01: 113.61 FEET, AND AN ARC LENGTH OF 113.62 FEET 110 THE SOU1111EAST CORNER OF LOT 2, TRACT 1. SAID ADDITION; THENCE ALONG THE EAST I,INE OF SAID LOT 2, IN A NORTHWESTERLY DIREC'PION ALONG THE; ARC OF A CURVE TO 14HL RIGHT WITH A RADIUS OF 5307012 FEET, HAVING A CHORD BEARING OF N 29°20'34" W AND A CHORD DISTANCE OF 198.62 FEET, AND AN ARC LENGTH OF 198 63 FEET TO THE SOUTHEAST CORNER OF LOT I, TRACT 1, SAID ADDITION; THENCE N 27°05'43" W A DISTANCE OF 217,01 FEET TO TILE NORTHEAST CORNER OF SAID LOT I; THENCE N 62129,06" E A DISTANCEOF 61.69 FEET; THE,NCEE. N 27°30'54`T' u' A DISTANCE OF 10.00 FEET; THENCE N 62°29'08" LA DISTANCF: OF 186,89 FEET; THENCE IN A NORTHEASTERLY DIRECTION ALONG THE ARC: OF A CURVE TO TiIE LEFT WITH A RADIUS OF 309.95 FCCT, HAVING A CHORD BEARING OF N 52"37'42" E AND A CHORD DISTANCE OF 75.01 FEET AND AN ARC LENGTH OF *13.19 FEET TO A I'OIN'I'; THENCE S 57°19'18" E A DISTANCE OF 783.36 FEET TO TIME POINT OF BMINNING.; CONTAINING 10.802 ACRES. LEGAL DESCRIPTION -LOT 9B (UNRECORDED), TRACT 1, CHENAL VALLEY PART OF THE NW 1/4 OF SECTION 36, TOWNSHIP 2 NORTH, RANGE 14 WEST, PULASKI COUNTY, ARKANSAS, BEING MORE PARTICULARLY DESCRIBED AS. BEGINNING AT THE SOUTHWEST CORNER OF TRACT 7A, CHENAL VALLEY, AN ADDITION TO THE CITY OF LITTLE ROCK, ARKANSAS, THENCE N 5701911811 W, 460.41 FT.; THENCE N 75 ° 19'31 " E, 360.16 FT. TO A POINT ON THE WEST LINE OF SAID TRACT 7A; THENCE CONTINUING ALONG THE WEST LINE OF TRACT 7A, S 06°34'05 E, 342.07 FEET TO THE POINT OF BEGINNING.; CONTAINING 1.400 ACRES.