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HomeMy WebLinkAboutS-0828-C ApplicationUM PULASKI LENDERS 71KTITLE COMPANY 8114 Cantrell, Suite 1 A PO Box 8703 Little Rock, AR 72217 Phone (501) 224-7676 Fax (501) 227-8076 August 29, 1991 City of Little Rock 723 West Markham Little Rock, AR 72201 ATTN: Tad Brokowski RE: Arkansas Freightways Corporation Dear Mr. Brokowski: As per the Escrow Agreement dated August 2, 1991 by and between Arkansas Freightways Corporation and Roland R. Remmel, we have $330,470.00 in an escrow account. If you have any questions or if anything further is needed regarding this transaction, please contact our office. Best Regards, ack Cameron Sr. Vice -President kh PRATT CATES REMMEL SUBDIVISION AMENDED AND SUBSTITUTED BILL OF ASSURANCE KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, Garrison Corporation, an Arkansas corporation, is the sole owner of Lot 1 of Pratt Cates Remmel Subdivision, in the City of Little Rock, Pulaski County, Arkansas, which was originally platted pursuant to a Bill of Assurance bearing instrument number 89-20612 and by a plat appearing in Plat Book C at page 760 ("Lot"); and WHEREAS, the persons shown on the attached Exhibit B (the "Picron Owners") are the sole owners of the property described in the attached Exhibit A ("Lands") (Garrison Corporation and the Picron Owners being collectively referred to herein as "Grantors" and the Lot and Lands being collectively referred to as the "Property"); and WHEREAS, the Grantors desire to replat the Property by including Lot and Lands within the same subdivision, and making the Property subject to the terms of this Bill of Assurance, which shall in all respects be substituted for instrument number 89-20612 (as contemplated by paragraph 7 thereof) but without vacating or otherwise affecting the dedication of Pratt Cates Remmel Road and the Utility Easement and Drainage Easement shown on the plat of the Lot. NOW, THEREFORE, the Grantors have caused the Property to be surveyed by Ben Kittler, Jr., Registered Professional Land Surveyor, and Jack W. Wilkes, Registered Professional Engineer, and a plat thereof made which is identified by the title "Replat of Pratt Cates Remmel Subdivision Lot 1" and the date , 1991, and by the signature of said surveyor, engineer and Grantors, and bears a Certificate of Approval executed by the Little Rock Planning Commission and is on record in the office of the Circuit Clerk and Ex-Officio Recorder of Pulaski County, Arkansas, in Plat Book at page ("Plat"), and the Grantors do hereby make this Bill of Assurance in full amendment of and substitution for said instrument number 89-20612 (except as to the dedications described herein). The Grantors do hereby certify that they have replatted said real estate in accordance with said Plat. The lands embraced in said Plat shall be forever known as designated on said Plat; and every deed of conveyance for said property shall use this designation. The filing of this Bill of Assurance and Plat for record in the office of the Circuit Clerk and Ex-Officio Recorder of Pulaski County shall be a valid and complete delivery and dedication of the streets and easements shown on said Plat, including the southerly extension of Pratt Cates Remmel Road, provided, however, that the temporary easement shown on said plat at the southerly terminus of said Pratt Cates Remmel Road may be vacated and extinguished by and through the instrument effecting the dedication and further extension of Pratt Cates Remmel Road to the south. All buildings constructed on said Property shall be con- structed no nearer to the street than the building line shown on the Plat and all buildings shall be constructed in conformance with the building code and zoning ordinances of the City of Little Rock, Arkansas. WITNESS our hands this day of May, 1991. GARRISON CORPORATION By: Name:-._ Title: r�s 'de.D ra ons PICRON P RTS PARK PROPERTY By: Roland R. Remmel, Agen STATE OF ARKANSAS ) ) ss: ACKNOWLEDGMENT COUNTY OF PULASKI On this day, before me, the undersigned, a Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named A I N . R-y 4A e � to personally well known, who stated that he was the V;� X1 c S, _D�- , of the Garrison Corporation, an Arkansas corporation, and was duly authorized in his capacity to execute the foregoing instruments for and in the name and behalf of said corporation, and further stated and acknowledged that he had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this ad day of May, 1991. My Commission Expires: 1A1 (S E A L) -2- Notary Public i J STATE OF ARKANSAS ) ss: ACKNOWLEDGMENT COUNTY OF PULASKI ) on this day, before me, the undersigned, a Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named Roland R. Remmel, to me personally well known, who stated that he was the agent for the Picron Ports Park Property Owners, and was duly authorized in his capacity as Agent to execute the foregoing instruments for and in the name and behalf of said Picron Ports Park Property Owners, and further stated and acknowledged that he had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this )�` ?`= day of May, 1991. 44 ip % Notary Public sion Expires: 0k coy tS f E A ELM/3272-4(7) BILLOF.ASR 051391 L) -3- EXHIBIT A LEGAL DESCRIPTION LOT 1 ALL Th.AT PART OF THE SE}, SW„ SECTION 17, T-1-N, R-11-W, CITY OF LITTLE ROCK, PUi,ASKI CCNNTY, ARKANSAS, MORE PARTICULARLY DESCRIBED AS FOLLOWS; C0MMENCING AT A COTTON PICKER SPINDLE IN FRAEIER PIECE ROAD ACCEPTED AS THE SW CORNER OF SAID SE}. SAP}. SECTION 17, THENCE LEAVING SAID FRAZIER PIKE N 01952'32"E ALONG THE WEST LINE OF SAID SE+, SW}, 889-42 FEET TO A REBAR Ai�D THE POINT OF BEGINNING, THENCE CONTINUE N 01052'32"E ALONG THE WEST LIME THEREOF 427.405 FEET TO A CONCRETE MONUMENT, SAID MONUMENT BEING THE NW CORNER 4F SAID SE}, SW+, AND THE SW CORNER OF LANDS OF ARIANSAS FRE,IGHTWAYS CORPORATION, THENCE S 88024'05"E ALCrNG THE NORTH LINE OF SAID SEt, SW}, AND ALONG THE SOUTH BOUNDARY LINE OF ARIANSAS FMGHTWAYS CORPORATION 1127.47 FEET TO A CONCRETE MONUMENT AND THE NEST LINE OF PRATT CATES RER4n ROAD (80 FOOT RIGHT OF WAY) THENCE ALONG SAID ROAD S 04046'21"W 586.803 FEET TO A REBAR AND THE NORTH LINE OF A FUTURE ROAD (60 FOOT RIGHT OF WAY) THENCE N 88b24'05"W ALONG THE NORTH RIGHT OF WAY LINE OF FUTURE ROAD 306.84 FEET TO A REBAR, THENCE ALONG A CURVE TO THE RIGHT RAVING A RADIUS OF 1115.916 FEET AND A CHORD OF N 85°08'07"W 127.155 FEET TO A REBAR. THENCE N 81°52'09"W ALONG THE NORTH RIGHT OF NAY LINE OF SAID FUTURE ROAD AR 237.797 FEET TO A REBAR, THENCE ALONG A CARVE TO THE RIGHT HAVING A RADIUS OF 1115.916 FEET AND A CHORD OF N 74*55'07"W 270.08 FEET TO A REBAR, THENCE N 67058'00"W ALONG THE NORTH RIGHT OF WAY LINE OF SAID FUTURE ROAD 175.406 FEET TO THE POINT OF BEGINNING, CONTAINING 609,808. SQUARE FEET (13.9993 ACRES) OF LAND, MORE OR LESS. RXHTRTT R Interest Fixed Assets Leasing Co. 19/36 T. Ray Cannon, Successor Trustee (for Cromwell, Neyland, Truemper, Levy and Gatchell) 6/36 Edwin B. Cromwell, Trustee (for children) Edwin B. Cromwell, Individually and 2/36 as Agent, and Henrietta L. Cromwell, his wife 1/36 Jean Purrington Remmel 2/36 Curtis H. Stout 2/36 J. T. Laman and Hazel Laman, his wife 1/36 First Commercial Bank, N.A., Trustee of the Raymond Remmel Trust 1/36 First Commercial Bank, N.A., Trustee of the Mary Remmel Trust 1/36 First Commercial Bank, N.A., Trustee of the Jared Jennings Lowry Trust First 1/108 Commercial Bank, N.A., Trustee of the Joshua Neal Lowry Trust First Commercial Bank, N.A., Trustee 1/108 of the Justin Cates Lowry Trust 1/108 ESCROW AGREEMENT THIS ESCROW AGREEMENT is made and entered into this 2nd day of August, 1991, by and among ARKANSAS FREIGHTWAYS CORPORATION ("Buyer"), ROLAND R. REMMEL, agent for the owners of the real property described below ("Seller"), PULASKI COUNTY TITLE INSURANCE COMPANY ("Escrow Agent"), and the CITY OF LITTLE ROCK, ARKANSAS (the "City"). W I T N E S S E T H: WHEREAS, Buyer and Seller executed an Offer and Acceptance effective as of January 17, 1991, and amended (the "Offer"). The Offer requires Buyer to purchase and Seller to sell certain real property located in Little Rock, Pulaski County, Arkansas, and more particularly described in the attached Exhibit A, consisting of 13.9993 acres, more or less (the "Property"); and WHEREAS, Buyer has requested that the Property be replatted; and WHEREAS, the City has conditioned its approval of the replat upon the construction of a waterline ("Waterline") as requested by the Waterworks (defined herein) and the extension of Pratt Cates Remmel Road from Station 2+60 to Station 14+55 (the "Road"), according to the Construction Contract (defined herein); and WHEREAS, the cost of constructing the Road is to be paid one- half (1/2) by Seller and one-half (1/2) by Buyer; and WHEREAS, The Little Rock Municipal Waterworks (the "Waterworks") is requiring the Seller and Buyer to build or cause to be built a sixteen inch (1611) waterline (or such other smaller size as required by the Waterworks, but in no event less than twelve inches (1211)) from Lindsey Road to Frazier Pike (or, if approved by the Waterworks, only to Station 14+55 on Pratt Remmel Road) (the "Waterline"), according to the Construction Contract; and WHEREAS, Buyer has agreed to pay Eighteen Thousand Dollars ($18,000.00) for the construction of the Waterline and Seller has agreed to pay for the remaining cost of the construction; and WHEREAS, any reimbursement from the Waterworks for the cost of constructing and dedicating the Waterline shall belong to the Sellers; and WHEREAS, the City has conditioned its acceptance of the final plat of the Property upon the execution of this Escrow Agreement; and WHEREAS, the City, Seller and Buyer desire to enter into this Escrow Agreement to define the rights and responsibilities of the parties pertaining to the Road and the Waterline and for other purposes; and WHEREAS, Seller has executed a construction contract (the "Construction Contract") with Summers Construction Co. (the "Contractor") for the purpose of constructing the Road and Waterline, a true and complete copy of which is attached as Exhibit B; and -2- WHEREAS, the Seller and Buyer have agreed to place certain monies into an escrow fund (the "Escrow Fund") created by this Escrow Agreement; and WHEREAS, Pulaski County Title Insurance Company has agreed to serve as Escrow Agent pursuant to the terms and conditions of this Escrow Agreement. NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Waterline Easement. The costs incurred in dedicating the Waterline easement, if any, shall be solely an expense of the Seller. 2. Extension of Pratt Remmel Road. Seller is to build the Road or cause the Road to be built, with the cost of the Road to be paid one-half (1/2) by Seller and one-half (1/2) by Buyer. 3. Road Specifications. The Road shall be constructed and inspected in such a manner that the City will accept it for maintenance, and shall at least be constructed in accordance with the Construction Contract. 4. Dedication to the City. Seller is to take all necessary steps in seeing that the Road is dedicated to the City of Little Rock. Specifically, Seller acknowledges that it is aware of and will comply with all of the requirements of the City of Little Rock. All costs associated with dedicating the Road to the City of Little Rock shall be solely borne by the Seller, including, but not -3- limited to, the costs of' preparing, filing and defending a preliminary and final plat. 5. Waterline. Seller is to build or cause to be built the Waterline pursuant to the Construction Contract. 6. Dedication to City. Seller is to take all necessary steps in seeing that the Waterline is dedicated to the City of Little Rock. Specifically, Seller acknowledges that it is aware of and will comply with all of the requirements of the City of Little Rock. 7. Escrow Fund. The Buyer and Seller have agreed to place Three Hundred Thirty Thousand Four Hundred Seventy Dollars ($330,470.00) in the Escrow Fund, pursuant to the Allocation of Escrow Fund pursuant to paragraphs 8 and 9 below. 8. Allocation of Escrow Fund for Seller. At Closing, the Seller shall have One Hundred Eighty -Four Thousand Two Hundred Thirty -Five Dollars ($184,235.00) deducted from the Purchase Price and paid into the Escrow Fund. The Seller's portion of the Escrow Fund is to be used to pay the following costs of the Seller: (a) Twelve Thousand Dollars ($12,000.00) to Cromwell, Truemper, Levy, Thompson, Woodsmall, Inc. (the "Cromwell Firm") for engineering services (including the Site Engineer's fees) performed in connection with the construction of the Road and the Waterline; (b) One Hundred Sixteen Thousand Two Hundred Thirty -Five Dollars ($116,235.00) for Seller's estimated one-half (1/2) portion of costs of constructing the Road, as estimated by the Cromwell Firm (sometimes referred to herein as the "Site Engineer"); and -4- r (c) Fifty -Six Thousand Dollars ($56,000.00) for Seller's estimated portion of the costs of constructing the Waterline, as estimated by the Site Engineer. 9. Allocation of Escrow Fund for Buyer. At Closing, Buyer shall place One Hundred Forty -Six Thousand Two Hundred Thirty -Five Dollars ($146,235.00) in the Escrow Fund. The Buyer's portion of the Escrow Fund shall be used to pay the following costs: (a) Twelve Thousand Dollars ($12,000.00) to the Cromwell Firm for engineering services (including the Site Engineer's fees) performed in connection with the construction of the Road and the Waterline; a (b) One Hundred Sixteen Thousand Two Hundred Thirty -Five Dollars ($116,235.00) for Seller's estimated one-half (1/2) portion of costs of constructing the Road, as estimated by the Cromwell Firm; and (c) Eighteen Thousand Dollars ($18,000.00) for Buyer's costs of constructing the Waterline. 10. Disbursement of Escrow Funds. 10.1 Time of Payment. The Cromwell Firm is hereby appointed as Site Engineer. It shall approve all of the Road and Waterline work and at least monthly, send disbursement instructions to the City, Seller, Buyer and Escrow Agent. 10.2 Disbursement Instructions. The Site Engineer will instruct the Escrow Agent how to disburse the Escrow Funds, and instruct the Escrow Agent to pay Buyer's and Seller's proportionate share of the work completed. -5- 10.3 Completion. After the work has been completed in the manner required hereunder, the Site Engineer will so certify (the "Certification of Completion") to the City, Buyer, Seller and Escrow Agent. 10.4 Cost Overrun. Should the costs of constructing the Road exceed the amount allocated to that project in the Escrow Fund, Buyer and Seller will each pay their proportionate share (as provided in paragraph 2 hereof) of the cost overrun. Should the cost of constructing the Waterline exceed the amount allocated to that project, Seller shall pay the additional cost overrun. Should the actual costs of construction for any of the above -described projects exceed the portion of the Escrow Fund allocated to that project, the Escrow Agent shall not distribute a larger portion of the Escrow Fund than the allocation set forth herein, except that when the Site Engineer has issued his Certification of Completion (as defined in paragraph 10.3 of this Escrow Agreement) indicating that work on all projects has been completed, then the Escrow Agent may use the Seller's and Buyer's proportionate funds remaining in the Escrow Fund, including interest accrued, to pay any portion of the costs irrespective of what project they were allocated to which were attributable to them. 10.5 Cost Underrun. Upon receipt of the Certification of Completion, should the total cost of construction of all the projects be below the amount escrowed, Buyer and Seller will receive their proportionate share of the balance of the Escrow Fund, along with any interest accrued, twenty (20) days after final disbursement of all payments. 11. Interest on Escrow Fund. Except as otherwise provided in this Escrow Agreement, all interest realized on the Escrow Fund shall be paid to Seller and Buyer, on a pro rata basis, based on the amount of their respective contributions to the Escrow Fund within twenty (20) days of the final disbursement of all payments. 12. Disbursement of Escrow Fund. Escrow Agent shall receive disbursement instructions executed by the Site Engineer, and Escrow Agent shall disburse the Escrow Fund pursuant to the terms of such instructions not sooner than two (2) business days nor more than F four (4) business days after receipt thereof. In the event that Escrow Agent receives notice by the City, the Buyer or the Seller that a dispute has arisen with regard to any disbursement of the Escrow Fund prior to its being paid, Escrow Agent shall make no distribution on account thereof from the Escrow Fund until the dispute resolution procedures of paragraph 14.5 of this Escrow Agreement have been followed. 13. Contractor. The Contractor selected by Seller and Buyer to do the work required hereby must furnish a payment and performance bond in an amount not less than the cost of the work as estimated by the Site Engineer. 14. Escrow Agent. 14.1 Appointment of Escrow Agent. Pulaski County Title Insurance Company is hereby appointed Escrow Agent for the purposes set forth herein, and Pulaski County Title Insurance Company hereby -7- t accepts such appointment, subject to the terms and conditions contained herein. 14.2 Escrow Agent Fee. The Escrow Agent fee shall be i O./ 10 Y` �� Dollars ( $ -IoOa ) . This fee shall be split equally between Buyer and Seller. The Seller will pay one-half (1/2) and Buyer will pay one-half (1/2) of any reasonable out-of-pocket expenses due and payable to the Escrow Agent. 14.3 Duties and Responsibilities. The duties and responsibilities of Escrow Agent hereunder shall be limited to those expressly as set forth in this Escrow Agreement, and Escrow Agent shall not be bound in any way by any other contract or agreement between the parties hereto, whether or not Escrow Agent has knowledge of any such contract or agreement or of the terms or conditions thereof. 14.4 Reliance. Escrow Agent shall not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in exercise of its best judgment. Escrow Agent may rely upon good faith advice of counsel for Escrow Agent, given with respect to any question relating to the duties and responsibilities of Escrow Agent under this Escrow Agreement, upon any instruction, including any written notice or instruction provided for herein, not only as to its due execution by an authorized person and as to the validity and effectiveness of such instrument, but also as to the truth and accuracy of any information contained therein that Escrow Agent shall in good faith -8- believe to be genuine, to have been signed by a proper person or persons and to conform to the provisions of this Escrow Agreement. 14.5 Arbitration. All disputes under this Escrow Agreement between or among the City, the Buyer and the Seller hereunder shall be settled by arbitration before one arbitrator pursuant to the rules of the American Arbitration Association; provided, however, any award pursuant to such arbitration shall be accompanied by a written opinion of the arbitrator giving reasons for the award. If the City, the Buyer and the Seller do not agree on an arbitrator within three (3) days of the date of a request for arbitration, each party will appoint an arbitrator and those three (3) arbitrators will have four (4) days from the date of appointment to select an arbitrator to hear the dispute within ten (10) days of his appointment. The arbitrator shall appoint a time and place for the hearing and cause notification to the parties, or their attorneys, to be received personally by telephone, confirmed by certified mail, return receipt requested, or by personal delivery, not less than two (2) days before the hearing. The award rendered by the arbitrator shall be,conclusive and binding upon the parties hereto. Each party shall pay its own expenses to arbitration, and the expenses of the arbitrator shall be equally shared; provided, however, that if, in the opinion of the arbitrator, any claim for indemnification by a party hereunder or any defense or objection thereto by a party was unreasonable, the arbitrator may assess, as part of its award, all or part of the arbitration expenses (including reasonable attorney's fees) of the other party and of the arbitrator against the party or parties raising such unreasonable claim, defense or objection. Nothing herein set forth shall prevent the City, the Buyer and the Seller from settling any dispute by mutual agreement at any time. 14.6 Attachment. In the event all or any part of the Escrow Fund shall be attached, garnished or levied upon, pursuant to any court order, or delivery thereof shall be stayed or enjoined by court order, or any other order, judgment or decree shall be made or entered by any court of competent jurisdiction affecting the escrow fund or any part thereof or any act of Escrow Agent, Escrow Agent is authorized to obey and comply with all such writs, F orders, judgments or decrees so entered or issued. If Escrow Agent obeys or complied with any such writ, order or decree, it shall not be liable to any of the parties hereto or any other person by reason of such compliance. 14.7 Legal Action. Escrow Agent shall be under no duty to take any legal action in connection with this Escrow Agreement or toward its enforcement, or appear in, prosecute or defend any action or legal proceeding that would result in or might require it to incur any cost, expense, loss or liability, other than as specified in paragraph 14.3 of this Escrow Agreement, unless and until it shall be indemnified with respect thereto in accordance with paragraph 14.6 of this Escrow Agreement. 14.8 Indemnification. The City, the Buyer and the Seller, jointly and severally, hereby agree to indemnify and hold harmless Escrow Agent against any and all costs, loss, damage, -10- disbursement, liability, and expense, including reasonable attorney s fees, which may be imposed upon or incurred by Escrow Agent in connection with acceptance of, or appointment as, Escrow Agent hereunder, including any litigation arising out of this Escrow Agreement or involving subject matter hereof; provided, however, that said indemnity shall not cover costs, losses, claims, damages, disbursements, liabilities and expenses arising out of Escrow Agent's intentional wrongdoing or negligence related to any action required of it herein. 15. Miscellaneous. 15.1 Notices. All notices, requests, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by prepaid, first class, certified or registered air mail, return receipt requested. (a) If to Buyer: Mr. F. S. Garrison, President Arkansas Freightways Corporation ',Z:;Loo 11 CvK r*AP Post Office Box 840 Harrison, Arkansas 72601 Telephone: (501) 741-9000 Telecopier: (501) 741-3003 (b) If to Seller: Mr. Roland R. Remmel, Agent Southland Building Products Company 9301 Fourche Dam Pike (72206) Post Office Box 2219 Little Rock, Arkansas 72203 Telephone: (501) 372-5282 Telecopier: (501) 490-0938 -11- (c) If to Escrow Agent: Pulaski County Title Insurance Company Attn: Mr. Jack Cameron 8114 Cantrell Road Little Rock, Arkansas 72207 Telephone: (501) 224-7676 Telecopier: (501) 224-8076 (d) If to the City: City of Little Rock, Arkansas Attn: Jerry Gardner Department of Public Works 701 West Markham Little Rock, Arkansas 72201 Telephone: (501) 371-4800 Telecopier: (501) With a required copy to: Stephen R. Giles, Esq. Assistant City Attorney City Hall, Room 310 500 West Markham Little Rock, Arkansas 72201 Telephone: (501) 371-4527 Telecopier: (501) 371-4498 (e) If to the Site Engineer: Cromwell, Truemper, Levy, Thompson, Woodsmall, Inc. Attn: Mr. George Toombs II One Spring Street Little Rock, Arkansas 72201 Telephone: (501) 372-2900 Telecopier: (501) 372-0482 15.2 Execution in Counterpart. This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute a single instrument. 15.3 Entire Agreement; Survival. This Escrow Agreement supersedes all prior discussions and agreements between the parties -12- with respect to the subject matter hereof, and this Escrow Agreement contains the entire agreements between the parties with respect to the matters covered hereby and shall expressly survive the Closing of the sale of the Property to Buyer. This Escrow Agreement shall not be altered or amended, except by an instrument in writing, signed by or on behalf of the parties hereto. 15.4 Governing Law Forum. The validity and effect of this Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas. 15.5 Successors and Assigns. This Escrow Agreement may not be assigned by any party hereto without the prior written F consent of the other parties hereto. This Escrow Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted assigns. 15.6 Partial Invalidity and Severability. All rights and restrictions contained herein may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary to render this Escrow Agreement legal, valid and enforceable. If any terms of this Escrow Agreement shall be held illegal, invalid, or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining terms hereof shall constitute their agreement with respect to the subject matter hereof and all such remaining terms shall remain in full force and effect. -13- 15.7 Headings. The headings as to the contents of particular paragraphs in this Escrow Agreement are inserted only for convenience and shall not be construed as part of this Escrow Agreement or as a limitation on the scope of any terms or provisions of this Escrow Agreement. 15.8 Time of Performance. Time is of the essence. IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the date first above written. Buyer: ARKANSAS PRE AYS CORPORATIO By: �i k4E==f Name : Title: - Escrow Agent: PULASKI COUNTY TITL INSURANCE COMPANY By: ` L� T 1 e �- Site Engineer: CROMWELL, TRUEMPER, LEVY, THOMPSON, WOODSMALL, INC. By: Name: Title: Llt c e j2&r. ELM/3272-4(7) 71991ESC.AGR -14- Seller: Roland R. Remmel, Agent City THE CITY OF LITTLE ROCK, ARKANSAS By: Name: �i _ W. Title: Exhibit A All that part of the SFh %* , Section 17, Taciship 1 North, Range 11 west, City of Little Rock, Pulaski County, Arkansas, more particularly described as follows: Carmencing at a cotton picker spindle in Frazier Pike Road aooepted as the Southwest corner of said M Syh, Section 17; thence leaving said Frazier Pike North 01 degree 52 minutes 32 seooxis East along the West line of said S h SVh, 889.42 feet to a rebar and the point of beginning; thence continue Moxth 01 degree 52 minutes 32 seconds Fast along the West line thereof 427.405 feet to a concrete urrrxn ent, said monument being the Northwest cons of said SFh 9h and the Southwest corner of lands of Arkansas Freightways Corporation; thence South 88 degrees 24 minutes 05 seconds Fast along the North line of said SFh Sigh and along the South boundary line of Arkansas Freightways Corporation 1127.47 feet to a concrete monument and the West Line of Pratt Cates Retmel Road (80 foot right of way); thence along said road South 04 degrees 46 minutes 21 seconds West 586.803 feet to a rebar and the North line of a future road (60 foot right of way); thence North 88 degrees 24 minutes 05 seconds West along the North right of way line of future road 306.84 feet to a rebar; thence along a curve to the right havinga radius of 1115.916 feet and a chord of North 85 degrees 08 minutes 07 seconds West 127.155 feet to a rebar; thence North 81 degrees 52 minutes 09 seconds West along the North right of way line of said future road 237.797 feet to a rebar; thence along a curve to the right having a radius of 1115.916 feet and a chord of North 74 degrees 55 minutes 07 seconds West 270.08 feet to a rebar; thence North 67 degrees 58 minutes 00 seconds West along the North right of way line of said future road 175.406 feet to the point of beginning. T H E A M E R I C A N exhibit 9 I N S T I T U T E O F A R C H I T E C T S AIA Document A101 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a STIPULATED SUM 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION The 1987 Edition of AIA Document A201, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. This document has been approved and endorsed by The Associated General Contractors of America, AGREEMENT made as of the seventeenth day of July in the year of Nineteen Hundred and Ninety One BETWEEN the Owner: Roland R. Remmel, Agent (.tiame and address) Pi Cron Ports Properties 9301 Fourche Dam Pike Little Rock, Arkansas 72206 and the Contractor: Gene Summers Construction, Inc. (Aame and address) 10780 Bain Bridge Drive Little Rock, Arkansas 72212 The Project is: Pratt Remmel Road Extension (A'ame and location) 5701 Lindsey Road Little Rock, Arkansas The Architect is� Cromwell, Truemper, Levy, Thompson & I-loodsmal l (.Name and address) 101 South Spring Street Little Rock, Arkansas 72201 The Owner and Contractor agree as set forth below. Copyright 1915. 1918, 1925. 193-, 1951, 1958, 1961. 1963, 196'. 19-4, 19 198' by The American Institute of Archr sects, 1-15 New York A%,enue, N.W., Washington. D C. 20000. Reproduction of the material herein or .ubstannal yuoctuon of its pro%-isions without written permission of the AIA violates the copyright laws IN the United times and will he .uhlcct to legal prosecution. AIA DOCUMENT A101 • OWNER -CONTRACTOR AGREEMENT • TWELFTH EDITION • AIA' • S 198- THE AMERICAN INSTITUTE OF ARCHITECTS. 1'35 NEW YORK AVENUE. N Vt'. WASHINGTON, D C _(M6 A101-1987 1 ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this agreement. Conditions of the Contract (General, Supplemcntarn and other Conditions). Drawings. Spe[ifiraiiuns, Addenda issued prior IU execution of this Agreement- other documents listed in this Agreement and Modifications issued after execution cif this Agreement: these form the Contract. and aree as fuAv a part of the Contract as if attached to this Agreement uyr repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than ti;odificadons. appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall execute the entire Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility- of others, or as follows: Pratt Remmel Road Extension Architect -Engineer Project No. 91-007 ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3.1 The date of commencement is the date from which the Contract Time of Paragraph 3.2 is measured, and shall be the date of this Agreement, as first written above, unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement. if it differs from the date of this Agreement or, if applicable, state that the date will be fired in a notice to proceed t The date of commencement shall be established in a written Notice to Proceed to be issued by the Architect -Engineer. Unless the date of commencement is est2biished by a notice to proceed issued by the Owner, the Contractor shall notify the Owner in writing not less than five days before commencing the Work to permit the timely filing of mortgages, mechanic's liens and other security interests. 3.2 The Contractor shall achieve Substantial Completion of the entire Work not later than one hundred (Insert the calendar date or number of catendardars after the date of commencement. Also insert any requtrements for earlier Substantial Completion of cer- tain portions of the [Sark. if nol slated elseu-here rn the Contract 00<uments.) - (100) calendar days after the date of commencement. , subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert prop tsnons- if anY. for liquidated damages relating ro Jadure to complete on time ) None. AIA DOCUMENT A101 - OWNER -CONTRACTOR AGREEMENT - TWELFTH EDITION - AIA® - •DS 198- THE AMERICAN INSTITUTE OF ARCHITECTS. 1-35 NEVI' YORK AVENUE, N W , WASHINGTON. D C. 20006 A101-1987 2 ARTICLE 4 CONTRACT SUM 4.1 The Owner shall pay the Contractor in current funds for the Contractor's performance of the Contract the Contract Sum of three hundred six thousand four hundred se)Inty gnd [ 0 - _ Dollars IS r� �7� su l ct o ad n d deductions as pcovidedin she Con- tra. C�dc�[Irt'1410 211owari e 4.2 The Contract Sum is based upon the following wwr aw-s,_4 an-y, which; described in the Contract Documents and! - hereby aeeept- d b5-4w-Gx6,ne : i ncl uded in the Contract Sum -r5rererN!r>•enrWers-oryrkerrrlw++yww4..•F+y..w:erpwavl+ucuruas_IFJsx'.rsruruuuruhecalterlrQlfrstll:nlflhed+adel7}:I,rJFir+Cr3i[hi+U11EY'Jr:�_rhee_rerur,�„r J w. xr-ems rrnrn+f ,xrraeN a ycfwdMe�r.J �.aw•r« arLc4 ►elkwraW�,lwwy�rlsiumrnemr for euebRr+dTbrdner screed-nd�rck ifirkwwwu ,i,�r•wfa�l., _ Allow the sum of $4,700.00 for 1,000 cu. yds. of undercut. 4.3 Unit prices, if any, are as follows: UNDERCUTTING: Unsuitable material below finished sub rade removed and backfilled with specified fill material per cu yyd. in place. $ 4.70 AIA DOCUMENT A101 - OWNER -CONTRACTOR AGREEMENT - TWELFTH EDITION - AIA'V - CI987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1"15 NEW YORK AVENUE, N W . WASHINGTON. D C 20(X)6 A101-1987 3 ARTICLE 5 PROGRESS PAYMENTS 5.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. 25th 5.2 The period covered by each Application for Payment shall be one calendar month ending on the }99t-c6Y of the month, or as follows: 5.3 Provided an Application for Payment is received by the Architect not later than the twgnty fifth the (25th) day of a month, the Owner shall make payment to the Coniracuu not later than ten�h 1O th } day of the fo 1 1 awl np month. If an application for Payment Is received by the Architect a ter t e applt aiion date fixed above. payment shall be macllXy the Owner not later than f i f t e e n 1 S clays after the ArchitecE receives the Application for Payment. 5.4 Each Application for Payment shall be based upon the Schedule of Values submitted by the Contractor in accordance with the Contract Documents. The Schedule of Values shall allocate the entire Contract Sum among the various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require, This Schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. 5.5 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. 5.6 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: 5.6.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work in the Schedule of Values, less retainage of ten percent ( 10 %). Pending final determination of cost to the Owner of changes in the Work, amounts not in dig _1te may be included as provided in Subparagraph'.3.7 of the General Conditions even though the Contract Sum has not yet been adjusted by Change Order; 5.6.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of ten percent ( 10 %); 5.6.3 Subtract the aggregate of previous payments made by the Owner; and 5.6.4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Para- graph 9.5 of the General Conditions. 5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be further modified under the follo-wing circumstances: 5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to ninety five percent ( %) of the Contract g5 Sum, less such amounts as the Architect shall determine for incomplete Work and utuertled rla95irns;and 5.7.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Subparagraph 9.10.3 of the General Conditions. 5.8 Reduction or limitation of retainage, if any, shall be as follows: to If ti is unleaded. prrur fG 5uhsfan riff! L'bntphlN..r rI the..n."re tre,rk t" rpdurr nr I'm It the retra.ruke restdtunk/rum the perrpntaKcs tnserieci in suh/arrrt ref ,Gs 7.6 1 "10 1 6 ; abur•e, and this a run erJ.kr.ned e'Iseu'he•rt• to !hr (.4,wrer�f l)d+.untents. uterrt here prat nsinns for inch redw Wai for hinilaw,n F the manner of completion of the Work, and its progress are and remain satisfactory to the Architect -Engineer, and in the absence of other goad and sufficient reasons, and if the Work is shown to be 5o percent or more complete in the Application for Payment, the Architect -Engineer will, without reduction of previous retainage, on presentation by the Contractor of Consent of Surety for the reduction of retainage with each application, certify any remaining Progress Payments to be paid in full. AIA DOCUMENT A101 • OWNER -CONTRACTOR AGREEMENT • TWELFTH EDITION • AIAll 1981 THE AMER ICAN INSTITLTE OF ARCHITECTS. 1-19 NE% PORK A%ENI -E. NW. WASH INGTON, D C io(X)6 A101-1987 4 ARTICLE 6 FINAL PAYMENT Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when I l 1 the Contract has been fully performed by the Contractor except for the Contractor's responsibility to correct nonconforming Work as provided in Subparagraph 1 2.2.2 of the General Conditions and to satisfy other requirements, if anv, which necessarih survive final payment: and (2) a final Certificate for Payment has been issued by the Architect; such final payment shall be made b' the Owner nnr mnrr rh— ;to I,— F— rt,o ARTICLE 7 MISCELLANEOUS PROVISIONS 7.1 Where reference is made in this Agreement to a provision of the General Conditions or another Contract Document, the ref- erence refers to that provision as amended or supplemented by other provisions of the Contract Documents. 7.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below-, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, of anYvj None. (CsurY laws and requirements under the federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the t m tier ,raid Contractor's principal places of business, the location of the Project and elsewhere mav, affect the valiaitp of this prot tsion Legal advice stunrld he r,htctnmd u•lrh respect to deletions or modefications, andalso regarding "urremenss sizes as urillen d6;0 Slues or waivers l 7.3 Other provisions: None. ARTICLE 8 TERMINATION OR SUSPENSION 8.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of the General Conditions 8.2 The Work may be suspended by the Owner as provided in Article 14 of the General Conditions. AIA DOCUMENT A101 - OWNER -CONTRACTOR AGREEMENT - TWELFTH EDITION - AIA1 - ,3S 198- THE AMERICAN INSTITUTE OF ARCHITECTS, 1'35 NEW YORK AVENUE, N.W., WASHINGTON, D C. 20(X06 A101-1987 5 ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows: 9.1.1 The Agreement is this executed Standard Form of Agreement Between Owner and Contractor, AIA Document A 101, 198, Edition. 9.1.2 The General Conditions are the General Conditions of the Contract for Construction, AIA Document A-101, 198' Edition, 9.1.3 The Supplementary and other Conditions of the Contract are these contained in the Project !Manual dated June, 1991 and are as follows: Document Title Pages 00800 Supplementary Conditions 6 9.1.4 The Specifications are those contained in the Project Manual dated as in Subparagraph 9.1.3, and are as follows: (Either fist the Speuficathons here or refer to an exhibit attached to this .agreement Section Title Pages See Attachment 'A', -Table of Contents, one page, attached. AIA DOCUMENT A101 - OWNER -CONTRACTOR AGREEMENT - TWELFTH EDITION - AIA-t - �, 198- THE .AMERICAN INSTITL TE OF ARCHITECTS, 1-35 NEW YORK AVENUE, NW., WASHINGTON. DC 1lXAK) A101-1987 6 9.1.5 The Drawings are as follows, and are dated June 1991 unless a different date is shown below. t (Either lest the Drag utgs here or refer to an exhibit attached to this .agreement Number Title Date - Title Sheet C.1 Pratt Remmel Road - Plan & Profile June 91 C•2 Pratt Remmel Road - Plan & Profile (cont.) June 91 C.3 Site Details June 91 9.1.6 The Addenda, if any, are as follows: Number Date Pages None. Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9. AIA DOCUMENT A101 • OWNER -CONTRACTOR AGREEMENT • TWELFTH EDITION • AIA® • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N W., WASHINGTON, D.C. 20006 A101-1987 7 9.1.7 Other documents, if any, forming part of the Contract Documents are as follows: !/.r,Y! I}yrp r7ni• eJd{tnm++pt rtrxigR�tr u hrC6 Nrp nrrrnddd rn�ornr purl of rhC Gontrpet 1)frCumerr7s 77te fieneral Condretotrs pnn rde rhar INt4lo wrr#u•�'nu•+ui , rr� n aS adrrrtesennnne rtr un-tlutrrin Irr hrd. Imararalan in Brctders. sarnpte/0'ms and the r r,nrraC+nr s brd urp nor parr ry the r•,'wrtracr Documentd unle... rnrenrrriued rn tbls .il{reh mrrrt They slxreetd Irerrsreyf Ixre• rur/s t(rnrendrd to by pterrr�l'the Crr+xrtrcr lkx•umnr7s.1 None. This Agreement is entered into as of the day and year first written above and is executed in at least three original copies of which one is to be delivered to the Contractor, one to the Architect for use in the administration of the Contract, and the remainder to the Owner. OWNER Roland R. Remmel, Agent Picron Ports Properties (Signature) rlrr•r+ttrd name and title) CONTRACTOR Gen ummers onstruction Inc. f. rklratrrre} (Printed berme c Ird title) AIA DOCUMENT A101 • OWNER -CONTRACTOR AGREEMENT • TWELFTH EDITION • AIAS • ,-', 198' THE AMERICAN INSTITUTE OF ARCHITECTS- 1'35 NEWYORK .AVENUE. N W , WASHINGTON. D C 20006 A101-1987 8 PRATT RFZQ EL ROAD E%TENSION 91-007 ATTACHMEW 'A" JUN 91 See Article 9.1.4 of AIA Document A101 TABLE of CONTENTS Table of Contents . . . . . . . . , _ , 1 DIVISION 0 - BIDDING & CONTRACTUAL REQUIREMENTS 00300 Bid Proposal Form . . . . . . . . . . , . 3 00500 Project Forms . . 00700 . . . . . . . . . . . . . General Conditions . . . . . . . . . . . . . . 1 1 AIA A201-87, General Conditions . . . . 24 00800 Supplementary Conditions . . . . . . . , , 6 DIVISION 1 - GENERAL REQUIREMENTS 01010 Summary Of The Work . . . . . . . . . . . 1 01040 Coordination . . . . . . . . . . . . . 1 01150 Measurements And Payment . . . . . . . --% , . 2 01500 Construction Facilities And Temporary Controls 1 01530 Barriers .. . , . . . . . . . 1 01600 Materials And Equipment . . . . . . . 2 01630 Substitutions And Product Options 3 01700 Contract Closeout. . . . . . . . . . . . 2 DIVISION 2 - SITE WORK 02010 Subsurface Exploration . . . . . . . . . 1 02110 Site Clearing . . . . . . . . . . . . . . . . 3 02200 Earthwork . . . . . . . . . . . . . . . . . . 11 02400 Site Drainage . . . . . . . . . . . . . . . • . 3 02485 Seeding . . . . . . . . . . . . . . . . . 5 02500 Pavements and Walks . . . . . . . . . . . . . . . 7 DIVISIONS 3 - 16 Not Applicable 79 END OF TABLE OF CONTENTS ::91061 ,.,,57 TABLE OF CONTFWJ'ti•-1 AUGUST 1411 1991 1'F Z t D M CAR ROLL. F-1ALL. Li DJ ECT.- FINAL PLATS CHEER`` Ci,;EEk::0 1 AT I30WNAll ROAD CONNECTION, SHOW THE CONDEMNED �DEMNED AREA. SHOW BOWMAN R / W o PROVIDE TWO PAGIS MONUMEI:ITS _ e STREET CONSTRUCTION IS APPROVED I i-iAiiE NO MAINTENANCE /_30ND FI?R THZ PROJEC:7"., CHENAL VALLEY, LOT 21R, BI_OC1," a f-iPROVED RERLAT OF PRATT CATE:S REMHELL SUBDIVISION. THE DRAWING IS APPROVED. u CONSTRUCTION HAS NOT PEEN DONE ASSURANCE OF CONSTRUCTION IS NECESSARY