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HomeMy WebLinkAbout6791RESOLUTION NO 6,791 41 A RESOLUTION APPROVING THE ACCEPTANCE OF A REAL ESTATE CONTRACT DATED APRIL 29, 1982 SUBMITTED BY HOOPER -BOND INVESTMENTS, AS BUYER, WITH MODIFICATIONS THERETO ATTACHED AS A PART THEREOF, TO PURCHASE FROM THE CITY OF LITTLE ROCK, AS SELLER, LOTS 7, 8, 9 AND THE SOUTH 30 FEET OF LOT 10, BLACK 103, ORIGINAL CITY OF LITTLE ROCK, PULASKI COUNTY, ARKANSAS; AND FOR OTHER PURPOSES WHEREAS, Hooper -Bond Investments of Little Rock, Arkansas, as Buyer, has by Real Estate Contract dated April 29, 1982, with Modifi- cations thereto, submitted said Contract to the City of Little Rock, Arkansas, as Seller, for its acceptance of the sale by the City and purchase by the Buyer at a purchase price of Nine Hundred Thousand ($900,000.00) dollars payable at closing, of certain property situated in Pulaski County, Arkansas, more particularly described as: and, Lots 7, 8, 9 and the South 30 feet of Lot 10, Block 103, Original City, Little Rock, Pulaski County, Arkansas; together with all buildings and improvements, located thereon or connected therewith; and together with all plumbing, heating, air conditioning and ventilation systems, and all other fixtures and personal property attached or appurtenant to or used on connection with the aforementioned property; WHEREAS, the City has found and determined that the said Con- tract, with Modifications thereto attached, should be accepted by the City of Little Rock, Arkansas. r NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS. SECTION 1. That certain Real Estate Contract, with Modifications attached thereto as a part thereof bearing date of April 29, 1982 and submitted by Hooper -Bond Investments, as Buyer, to the City of Little Rock, Arkansas, as Seller, for the sale and purchase of the herein - above described real property for a cash purchase price of Nine Hun- dred Thousand ($900,000.00) dollars, payable at closing, is hereby approved and the Mayor and City Clerk are hereby authorized to execute same for and n behalf of the City of Little Rock, Arkansas. A copy of said Real Estate Contract, with Modifications, is attached hereto as Exhibit "A" and made a part hereof the same as though set out herein word for word. -2- 42 SECTION 2. This Resolution shall be in full force and effect from and after its adoption. ADOPTED: May 4, 1982 ATTEST: City lerc • aD EXHIBIT "A" REAL ESTATE CONTRACT 43 THIS OFFER made this 29 1-04 day of April, 1982, by Hooper-Bond Investments (the "Buyer ") to the City of Little Rock, Arkansas (the "Seller ") for the purchase of the property described below upon the following terms and conditions, to -wit: 1. Purchase and Sale. The Seller agrees to sell and the Buyer agrees to buy, subject to the terms contained herein, the following described property: Lots 7, 8, 9 and the South 30 feet of Lot 10, Block 103, Original City, Little Rock, Pulaski County, Arkansas; together with all buildings and improvements, located thereon or connected therewith; and together with all plumbing, heating, air conditioning and ventilation systems, and all other fixtures and personal property attached or appurtenant to or used in connection with the aforementioned property; (collectively referred to as the "Property "). 2. Purchase Price. The Buyer will pay Nine Hundred Thousand Dollars ($900,000.00) for the Property in cash at Closing. 3. Earnest Money. Immediately upon Acceptance, Buyer shall deposit a Letter of Credit in the amount of Five Thousand Dollars ($5,000.00) with Cropper & Stigall, Inc. (the "Escrow Agent ") to be held as a good faith deposit and to become part of the Purchase Price upon Closing (the "Earnest Money "). If the Seller fails to perform its obligations under this Agreement or if title requirements are not fulfilled or if the contingencies specified below are not satisfied, the Earnest Money shall be promptly returned to Buyer. If Buyer fails to fulfill its obligations under this Agreement, the Seller shall be entitled to retain the Earnest Money as liquidated 'damages, which fact shall not preclude Seller or the Broker from asserting other legal rights which either may have because of such breach. 4. Conveyance. The Seller shall convey the Property to Buyer by general warranty deed and bill of sale, both in form satisfactory to Buyer's counsel. 5. Title Review. Within Fifteen (15) days after Acceptance, the Seller shall furnish at its cost a Commitment for a Title Insurance Policy describing the Property, naming the Buyer as the prospective named insured and showing as the policy amount the Purchase Price for the Property. The Commitment for a Title Insurance Policy shall assure to Buyer that at Closing a title company approved by Buyer will issue to Buyer a Form B -ALTA policy of Owner's Title Insurance with Inflation Adjustment Endorsement reflecting fee simple title in Buyer subject only to the liens mentioned in this Agreement with the standard printed exceptions contained in the ALTA policy form deleted to the greatest extent possible. If objections are made to title, Seller shall have a reasonable time to cure or satisfy such objections. In the event the objections are not cured, the Buyer may at his option accept the status of the title to the Property or terminate this Agreement by delivering written notice of such termination, in which event the Earnest Money shall be promptly returned to Buyer and the rights and obligations of the parties hereto shall be terminated. 6. Closing; Prorations. The Closing shall be held at 10:00 a.m. on August 1, 1982, at the offices of Catlett & Stubblefield, Worthen Bank Building, Little Rock, Arkansas, or such other place as may be agreed upon by the parties, which date may be extended to cure title defects (the "Closing "). Taxes and special i i i i REAL ESTATE CONTRACT Page 2 i i i i i i ■r assessments due on or before the Closing Date shall be paid by Seller. Current general taxes and special assessments shall be prorated as of the Closing Date based upon the last available tax statement. Each party shall pay one -half of any closing fees charged by a title company. The Seller shall pay the docmentary revenue stamp tax. Each party shall pay its own attorney's fees. 7. Conduct of Business Prior to Closing. Seller covenants and agrees as follows: (a) From the date of this Agreement until Closing, the maintenance, repair and replacement of the Property shall be conducted diligently and in the ordinary course, which for purposes of this Paragraph shall mean in the manner in which it was conducted during the year preceding the execution of this Agreement. (b) Seller will afford Buyer, its representatives, agents and employees, at all reasonable times and in the manner and under circumstances which will not cause unreasonable interference with the operation of the Property, access to the Property and for the purpose of inspection and examination thereof and will do everything reasonably necessary to enable Buyer to make a complete examination of the assets and properties which are the subject of this Agreement and the condition thereof. No such examination, however, shall constitute a waiver or relinquishment on the part of Buyer of its rights to rely upon the covenants, representations and warranties made by Seller in this Agreement. 8. Warranties of Seller. The Seller represents and warrants to, and agrees with, the Buyer as follows: (a) Seller owns the Property in fee simple absolute, subject only to encumbrances mentioned in this Agreement and has full authority to enter into this Agreement. (b) The Seller, as of Closing, shall have good and marketable title to all the properties, assets and rights to be delivered by it to the Buyer free of all liens, charges and encumbrances except (i) taxes constituting a lien but not yet due and payable, (ii) defects or irregularities of title or encumbrances which are not such as to interfere materially with the operation or use, or materially reduce the value of any such property, asset or right or materially affect title thereto, (iii) such other defects or irregularities of title or liens or encumbrances as the Buyer may have waived in writing. (c) The Seller has not employed any broker or agent with respect to the sale and purchase contemplated herein, nor taken any other action nor will the Seller take any such action, that would cause the Buyer to become liable for the payment of any finder's fee, broker's fee, or commission, except for the employment of Cropper & Stigall, Inc. (the "Broker "), which the parties acknowledge to be the procuring cause of this Agreement and with which the Buyer has agreed to fully compensate for its services pursuant to a separate agreement. (d) The Seller shall deliver to, and for the benefit of, Buyer at or before Closing an opinion of its legal counsel, that this Agreement and all deeds, assignments or other conveyances delivered pursuant to this Agreement are valid, binding, enforceable, and authorized actions or obligations, as the case may be, of the Seller; that the persons signing this Agreement and all deeds, assignments or other conveyances delivered pursuant to this Agreement on behalf of the Seller are authorized so to do. REAL ESTATE CONTRACT Page 3 (e) There are no legal proceedings pending or threatened against the Seller concerning the Property. Seller hereby agrees to indemnify Buyer from any cost or expenses (including attorneys' fees) relating to any claim and litigation incident thereto. (f) The Seller is unaware of any material defect in the structure or any other component of the Property. (g) There are no existing violations of applicable building or health codes. (h) Seller does hereby indemnify Buyer against any liens, encumbrances, taxes, utility charges, and lawsuits arising out of the conduct of the Property, except those obligations hereinabove set forth and except for ordinary day -to -day expenses incurred by Seller in the operation of the Property. (i) Seller agrees to use its best efforts to assist Buyer in obtaining tax - exempt bond financing for the acquisition of the Property. 9. Conditions Precedent to Closing (a) The obligations of the Buyer under this Agreement are subject to the complete satisfaction on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Buyer: (i) Buyer obtaining financing for the acquisition of the Property and renovation thereof upon terms and conditions satisfactory in Buyer's sole discretion within Forty -five (45) days from the date hereof; (ii) Buyer obtaining a tenant for the entire Property upon terms and conditions satisfactory in Buyer's sole discretion within Forty -five (45) days from the date hereof; (iii) Buyer obtaining a waiver from the proper governmental entities of all ad valorem real estate property taxes through the year 1992 in form and content satisfactory to Buyer's attorney, which waiver Seller agrees to use its best efforts in procuring; (iv) All representations and warranties by the Seller which are contained in this Agreement, shall be true as of the date made and on and as of the Closing Date as though such representations and warranties were made at and as of such date, except to the extent that such representations and warranties were made as of a specified date; and (v) The Seller shall have performed and complied with all agreements and covenants required by this Agreement to be performed by it prior to or on the Closing Date, and by the Closing Date shall have executed, or had executed, and delivered to the Buyer all documents which are required by this Agreement to be delivered to the Buyer. (b) The obligations of the Seller under this Agreement are subject to the complete satisfaction by the Buyer on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Seller at its option: (i) All representations and warranties by the Buyer which are contained in this Agreement shall be true as of the date made and on and as of the Closing 45 REAL ESTATE CONTRACT Page 4 Date as though such representations and warranties were made at and as of such date, except to the extent that such representations and warranties were made as of a specified date. 10. Special Conditions: The parties hereto further agree as follows: (a) All covenants, agreements, representations and warranties made hereunder or pursuant hereto or in connection with the transactions contemplated hereby shall survive the Closing. (b) Pending the Closing of this transaction, Buyer shall exercise no control over the operation and management of the Property and the operations of the Property shall be Seller's sole responsibility. To and including the date of Closing, or any extension thereof, all risks of loss shall be borne by the Seller. (c) At Closing, or as soon as practicable thereafter, Seller will deliver to Buyer all books, papers and records relating to the properties, assets and rights related to the Property including, without limitation, property tax records and title files and records. (d) Buyer does not hereby assume and shall not be required to pay or otherwise satisfy any liabilities or obligations of Seller except those specifically set forth in this Agreement. (e) The parties acknowledge that the partners of Buyer are licensed real estate brokers in the State of Arkansas. 11. Miscellaneous. (a) Any notice, consent, request, claim or other communication hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed by registered or certified mail, return receipt requested, to the address shown for the respective party at the conclusion of this Agreement. Such addresses may be changed by any party by notice given in the manner provided above. (b) All statements contained in any certificate or other instrument delivered by or on behalf of the parties pursuant hereto, or in connection with the transaction contemplated hereby, shall be deemed representations and warranties by the party giving same. (c) In the event either party to this Agreement shall employ legal counsel to protect its rights under this Agreement or to enforce any term or provision of this Agreement, then the party prevailing in any such legal action shall have the right to recover from the other party all of its reasonable attorneys' fees, costs and expenses incurred in relation to such claim. (d) This Agreement, contains all the terms and conditions agreed upon by the parties hereto with respect to the transactions contemplated hereby, and shall not be amended or modified except by written instrument signed by all of the parties. (e) This Agreement shall be binding upon and inure to the benefit of the representatives, heirs, estates, successors and assigns to the parties hereto. (f) Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person, firm or corporation, other than the parties hereto, their 46 REAL ESTATE CONTRACT Page 5 47 successors and assigns, any benefits, rights or remedies under or by reason of this Agreement. (g) Time is of the essence of this Agreement. (h) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (i) This Agreement shall be governed by and construed under the laws of the State of Arkansas. (j) Wherever in this Agreement it is provided that any party shall or will make any payment or perform or refrain from performing any act or obligation, each such provision shall, even though not so expressed, be construed as an express agreement to make such payment or to perform or not to perform, as the case may be, such act or obligation. 12. Acceptance. This Offer may be accepted by the Seller delivering a fully executed duplicate original of this Agreement to the Buyer on or before May 5, 1982; no other manner of acceptance shall be valid. THIS OFFER EXECUTED in duplicate originals this the date first mentioned above. HOOPER -BOND INVESTMENTS By: Address: Penthouse, Unversilty 12th and University Little Rock, Arkansas D TT V F D THE ABOVE OFFER is accepted this the ATTEST: Tower Building 72204 day of , 1982. CITY OF LITTLE ROCK, ARKANSAS By: Address for Notices: .r �' r w w w w w w w■ w w �■ w® w THE AVE OFFER is ;accepted th� the 5th_ day of �tg _Ma� 1982, subject tc lie following modifications: 1. Deletion of par> ::aph 9(a)(3), concerning a waiver of ad valorem property taxes. 2. At the option of -he Buyer, Closing may be extended to a date that is not later than August 1, 1983, with the Seller's $900,000 Tourism Revenue Refunding Bonds (Commonwealth Project), Series 1981 (tile "Bonds ") to be left outstanding until Closing„ provided: (a) Buyer takes possession on or before August 1, 1982 and pays rent equal to interest accuring on the Bonds. (b) Buyer obtains financing for the acquisition of the Property within 45 days from the date hereof, and presents evidence of such financing satisfactory to Seller. (c) Taxes and special assessments, if any, to be pro rated as of the date Buyer takes possession rather than the Closing Date. (d) The amendment of paragraph 7 to make the Buyer responsible for maintenance, repair and replacement of the Property from the date Buyer takes possession, with Seller to have reasonable right to inspect the Property. 3. The Property is subject to a mortgage securing the Bonds. Seller agrees to satisfy the mortgage at Closing from the proceeds of the sale. 4. Paragraph 8(f) is amended to read as follows: "(f) The Seller is unaware of any material defect in the structure or any other component of the Property, except (i) defective roof and (ii) certain piping relating to the air conditioning system is leaking." These modifications to Real Estate Contract dated April 29, 1982, must be approved and accepted no later than May 7 1982. •) ATTEST: "Address for Notices: CITY OF LI TLE ROCK, By: ✓�6� y---__ City of Little Rock City Hall Little Rock, Arkansas 72202 Attention: Jack Murphy, Director of Finance_ with copy to Little Rock rdvertisi::g and Promotion Commission 400A Continental Building Little Rock, Arkansas 72201 Attention: George D. Millar The above modifications accepted this day of 1982. HOOPER -BOND INVESTMENTS By: Address: Penthouse, University Tower Buildi:_c 12th and University Little Rock, Arkansas 72204 5. Buyer agrees co notif,, Seller within -;--) days from.. the date hereof whether the conditions specified in paragraph 9(a) (ii) has been satisified and it may not be waived by the Buyer. These modifications to Real Estate Contract dated April 29, 1982, must be approved and accepted no later than May 7 1982. •) ATTEST: "Address for Notices: CITY OF LI TLE ROCK, By: ✓�6� y---__ City of Little Rock City Hall Little Rock, Arkansas 72202 Attention: Jack Murphy, Director of Finance_ with copy to Little Rock rdvertisi::g and Promotion Commission 400A Continental Building Little Rock, Arkansas 72201 Attention: George D. Millar The above modifications accepted this day of 1982. HOOPER -BOND INVESTMENTS By: Address: Penthouse, University Tower Buildi:_c 12th and University Little Rock, Arkansas 72204