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HomeMy WebLinkAbout78311 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 RESOLUTION NO. 7 831 A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT FOR THE SALE OF PROPERTY LOCATED AT THE NORTHEAST CORNER OF 6TH AND FLETCHER STREETS TO THE LITTLE ROCK SCHOOL DISTRICT, AND FOR OTHER PURPOSES. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: SECTION 1. The City Manager is hereby authorized to enter into the contract, attached hereto as Exhibit A, for the sale of property located at the northeast corner of 6th and Fletcher Streets to the Little Rock School District. ADOPTED: September 1, 1987 APPROVED: ATTES CITY CLERK JANE CZECH MA OR LOTTIE SHAG LFORD TO FORM: MARK STODOLA, -CITY ATTORNEY 311 �' Jz 3 -13 i• EXHIBIT A ' REAL ESTATE SALE AND PURCHASE CONTRACT 312 THIS OFFER made this _ day of , 1987, by THE LITTLE ROCK SCHOOL DISTRICT (the "Purchaser ") to THE CITY OF LITTLE ROCK, ARKANSAS, a municipal corporation (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 Purchaser agrees to buy, subject to the terms contained herein, that certain property described on Exhibit "A" attached hereto and made a part hereof (the "Property "). 2. Purchase Price. The Purchaser will pay $170,000.00 for the Property in cash at Closing. 3. Earnest Money. Purchaser herewith deposits the sum of $5,000.00 with Beach Abstract & Guaranty Company (the "Escrow Agent ") to be held as an interest bearing deposit and to become part of the Purchase Price upon Closing (the "Earnest Money "). If the Seller fails to perform its obligations under the Agreement or if title requirements are not fulfilled, the Earnest Money shall be promptly returned to Purchaser. If Purchaser fails to fulfill its obligations under this Agreement, the Seller shall be entitled to retain the Earnest Money as liquidated dama- ges, which fact shall preclude Seller or the Broker from asserting other legal rights which either may have because of such breach. 4. Closing. The Closing shall occur at the offices of -1- i -3 313 Beach Abstract & Guaranty Company in Little Rock, Arkansas, on or before 120 days from the date hereof, which date may be postponed in order to cure title defects (the "Closing ") . The Closing shall consist of the delivery of the deed by the Seller and the payment of the Purchase Price as provided in Paragraph 2 together with the performance of the other matters required to occur at Closing pursuant to this Agreement. 5. Review Right. For a period of 90 days from the date of acceptance hereof, the Purchaser, its architects, engineers and other agents and representatives shall have the right at all reasonable times to enter on the Property for the purpose of inspecting same and for the purpose of conducting any and all tests and inspections it deems necessary to determine the feasi- bility of constructing improvements on the Property, including but not limited to drainage tests and soil tests. If at any time during this 90 day inspection period, Purchaser or any of its agents determines, in their sole discretion, that the Property is not best suited for the location of Purchaser's planned improve- ments, then Purchaser may terminate this Agreement by giving written notice to Seller in which event the Earnest Money shall be promptly returned to Purchaser and the parties shall have no further rights and obligations hereunder. Provided, however, in the event Purchaser terminates this Agreement pursuant to this Paragraph 5, it shall restore the Property to the condition existing as of the date of acceptance hereof. 6. Conveyance. The Seller shall convey the Property to -2- 314 Purchaser by general warranty deed. 7. Title Review. At least Thirty (30) days before Closing, the Seller shall furnish at its cost a Commitment for a Title Insurance Policy describing the Property, naming the Purchaser 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 Purchaser that at Closing a title company approved by Purchaser will issue to Purchaser a form B -ALTA policy of Owner's Title Insurance with 1508 Inflation Adjustment. Endorsement reflecting fee simple title in Purchaser subject only to the liens approved by Purchaser with the standard printed exceptions contained in the ALTA policy form deleted. Seller shall have a reasonable . time after the date hereof to furnish the Commitment for Title Insurance Policy. 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 Purchaser may at his option accept the status of the title to the Property or ter- minate this Agreement by delivering written notice of such ter- mination, in which event the Earnest Money shall be promptly returned to Purchaser and the riqhts and obligations of the par- ties hereto shall be terminated. 8. Prorations. Taxes and special 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. -3- 315 9. Possession. Seller shall give Purchaser possession of the Property at Closing. 10. Warranties of Seller. The Seller represents and 'I warrants to, and agrees with, the Purchaser as follows: (a) Seller owns the Property in fee simple absolute 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 Purchaser free of all liens, charges and encumbrances except (f) taxes constituting a lien but not yet due and payable, and (ii) such defects or irregularities of title or liens or encumbrances as the Purchaser 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 Purchaser to become liable for the payment of any finder's fee, broker's fee, or commission, except for the employment of Barnes, Quinn, Flake & Anderson (the "Broker "), which the parties acknowledge to be the procuring cause of this Agreement and with which the Purchaser has agreed to pay a com- mission equal to 7% of the Purchase Price. (d) The Seller shall deliver to, and for the benefit of Purchaser at or before Closing an opinion of its legal coun- sel, that this Agreement and all deeds, assignments or other conveyances delivered pursuant to this Agreement are valid, -4- 3.1.6 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 deli- vered pursuant to this Agreement on behalf of the Seller are authorized so to do. (e) To the best of Seller's knowledge, information and belief, there are no legal proceedings pending or threatened against the Seller concerning the Property. In the event Seller knew or should have known of any such legal proceedings pending or threatened, Seller hereby agrees to indemnify Purchaser from any cost or expenses (including attorneys' fees) relating to any claim and litigation incident thereto. Seller agrees to defend, at its expense, said litigation, including Purchaser, should Purchaser be made a party thereto, and further agrees to pay all attorneys' fees, costs and judgments which may arise therefrom, if any. In the event said litigation affects, or includes a claim which would affect, Purchaser's title to the Property, or any part thereof, the Purchaser may, at its option, undertake such litigation itself at Seller's expense. (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. There is no threat of eminent domain or condemnation of any part of the Property nor of any public improvement which is contemplated affecting the Property and which has not heretofore been completed, assessed, and paid for. -5- 31'7 (h) Seller does hereby indemnify Purchaser against any liens, encumbrances, taxes, utility charges, and lawsuits arising out of the conduct of the Property to the date of Closing. 11. Conditions Precedent to Closing. (a) The obligations of the Purchaser under this Agreement are subject to the complete satisfaction by the Seller on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Purchaser: (i) 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. (ii) 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 exe- cuted, or had executed, and delivered to the Purchaser all documents which are required by this Agreement to be delivered to the Purchaser. (iii) Purchaser shall have applied for and received within one- hundred twenty (120) days of the date of acceptance hereof adequate zoning or use permits which may be required for the Purchaser's proposed develop- MM 310 ment. Such zoning or use permits shall include, but not be limited to, the closure of East Capitol and the replatting of the subject property into a single tract of land. (iv) Receipt from the Department of Housing and Urban Development approval of this sale and the use of the subject property as a public school. If this appro- val requires action by the Seller, then the Seller agrees to pursue this request in a timely fashion. (v) Receipt from the Seller of a. current certified boundary and topographical survey of the Property meeting the requirements set forth in Exhibit "B" hereof. Such survey shall be provided at Seller's costs and shall be delivered to Purchaser within twenty (20) days of the date of acceptance. In the event Purchaser does not approve the survey, it shall so notify Seller within fifteen (15) days of its receipt of the survey, and the Earnest Money shall be refunded to Purchaser and the parties shall have no further rights or obligations hereunder. (vi) Purchaser shall have received an Environmental and Engineering Report evidencing that the Property is free and clear of all hazardous, toxic or contaminated substances as may be determined by any applicable state or federal law or regulation. The costs of this report shall be paid one -half by Purchaser and one -half by -7- 319 Seller with Seller's costs not to exceed $2,000.00. (b) The obligations of the Seller under this Agreement are subject to the complete satisfaction by the Purchaser 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 Purchaser 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 i made at and as of such date, except to the extent that such representations and warranties were made as of a specified date. 12. 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, Purchaser 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) As additional consideration for this contract, Purchaser agrees to use its existing facility, commonly known as 3 2.0 Carver School located at 800 Apperson Road, for purposes relating to its operations and to maintain such building and the grounds in a clean, safe and attractive manner. During the 1987/88 school year, Carver School will be used for school purposes. Purchaser agrees that at the end of the 1988 school year or at the end of such time as Carver ceases to be used as an elementary school, Purchaser will cause Carver School to be demolished unless a special plan for use is prepared by the Purchaser and is submitted to Seller for its approval within 30 days subsequent to Purchaser's abandoning the Property. Any disapproval by Seller shall only be for the reason that the proposed use of the Carver School property conflicts with an existing city zoning code at the time of the request for approval. In the event said plan for use is approved, Purchaser shall have 120 days to complete the plan and reoccupy the Property. If Purchaser fails to occupy the Property within 120 days of approval, Seller may require the demolition of the building by Purchaser. (d) Purchaser does not hereby assume and shall not be required to pay or otherwise satisfy any liabilities or obliga- tions of Seller except those specifically set forth in this Agreement. 13. Miscellaneous Provisions. Seller and Purchaser further agree as follows: (a) Any notice, consent, request, claim or other com- munication hereunder shall be in writing and shall be deemed to have been duly given if delivered or deposited with the U.S. 321 Postal Service with sufficient postage prepaid to insure delivery 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 Seller or Purchaser pursuant hereto, or in connection with the transaction con- templated hereby, shall be deemed representations and warranties by the party giving same. (c) This Agreement, together with all exhibits and the documents referred to herein, contains all the terms and con- ditions 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 par- ties. (d) This Agreement shall be binding upon and inure to the benefit of the representatives, heirs, estates, successors and assigns to the parties hereto. (e) Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any per- son, firm or corporation, other than the parties hereto, their successors and assigns, any benefits, rights or remedies under or by reason of this Agreement. (f) Time is of the essence of this Agreement. (g) This Agreement may be executed simultaneously in QOM 322 two or more counterparts, each of which shall be deemed an origi- nal, but all of which shall constitute one and the same instru- ment. (h) Whenever 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 be construed, even though not so expressed, as an express agreement to make such payment or to perform, as the case may be, such act or obligation. (i) This Agreement shall be governed by and construed under the laws of the State of Arkansas. (j) The captions in this Agreement are inserted for convenience and shall not be construed as affecting any substan- tive right or obligation of the parties. (k) Whenever the words "Purchaser" or "Seller" or any modifying or substituted pronoun therefor is used in this Agreement, such words and respective pronouns shall be held and taken to include both the singular and the plural, the masculine, feminine and neuter gender thereof. Each duty or obligation of a party under this Agreement shall be a joint and several obliga- tion of all persons constituting such party. 14. Acceptance. This Offer may be accepted by the Seller delivering a fully executed duplicate original of this Agreement to the Purchaser on or before Ten (10) days from the date hereof; no.other manner of acceptance shall be valid. -11- THIS OFFER EXECUTED in duplicate originals this the date first mentioned above. ADDRESS: ATTEST: BY: ITS: THE LITTLE ROCK SCHOOL DISTRICT BY: ITS: THE ABOVE OFFER is accepted this the day of , 1987. ADDRESS: THE CITY OF LITTLE ROCK, A Municipal Corporation ATTEST: BY: ITS: BY ITS: -12- 3 2 -3- w w w wr �w w w w w ■■� w■ w w� ■w w EXHIBIT "A" IDENTIFICATION OF THE PROPERTY The subject property is physically located at the northeast corner of East Sixth and Fletcher Streets in Little Rock, Pulaski County, Arkansas. The subject tract consists of approximately 9.24 acres of vacant land in a contig- uous tract extending northward from Sixth Street with two "cut outs" along Fletcher Street for single family residences. The area fronts along the Arkansas River levee as the northern boundary. Legally, the subject property is described as follows (this is an approximate legal description with complete legal to be defined by a boundary survey as called for in Exhibit "B ".) A parcel of land in Garland's Addition to Little Rock, Pulaski County, Arkansas, more particularly described as: Beginning at the Southwest corner of Block 23, Garland's Addition; thence N 0 deg. 40 min. E along the east right -of -way line of Fletcher Street 130 ft. to a point; thence S 89 deg. 20 min. E, 150 ft. to a point; thence N 0 deg. 40 min. E, 170 ft. to a point on the north line of Block 23 to the Northwest corner thereof; thence N 0 deg. 40 min. E, 60 ft. to the Southwest corner of Block 10, Garland's Addition; thence N 0 deg. 40 min. E, 556.8 ft. along the east line of Fletcher Street (which is the west line of Blocks 10 3 7 Garland's Addition) to a point on the south right -of -way line of the east end levee; thence continue along the south levee right -of -way line East - Southeasterly, 250.6 ft; thence Southerly along the levee right -of -way 74.0 ft.; thence East - Southeasterly 219.1 ft. along the south line of the levee right -of -way; thence Easterly 106.8 ft. along the levee right -of -way to a point on the west line of St. Louis Iron Mountain and Southern Railway Company right -of -way line, which is 25 ft. west of the east line of Blocks 8 E 9, Garland's Addition; thence S 8 deg. 00 min. W, 381.28 ft. along the west line of the railway right -of -way; thence East along the south line of Block 9 to the Southeast corner thereof; thence S 8 deg. 00 min. W, 62.2 ft.; thence S 8 deg. OO.min. W, 377.6 ft. along the east line of Block 24, Garland's Addition to a point on the north right -of -way line of East 6th Street; thence Westerly along the the north right -of -way of 6th Street to the point of beginning, LESS AND EXCEPT a tract of land containing approximately 19,500 square feet located along Fletcher Street being approximately 100 feet in depth and 195 feet in length, containing 19,500 square feet, with the total remaining tract, therefore, being approximately 9.24 acres. w w w w w w w w ■■ EXHIBIT "B" The Survey Requirements: w w iw w w w■ (a) Field Note Description. The Survey should contain a certified metes and bounds description and should comply with the following requirements: (i) The beginning point should be established by a monument located at the beginning point, or by reference to a nearby monument; (ii) The sides of the Property should be described by giving the distance and bearing of each; 325 (iii) The distances, bearing, and angles should be taken from a recent instrument survey, or recently recertified instru- ment survey, by a licensed Professional Engineer or Registered Surveyor; (iv) Curved sides should be described by data including: length or arc, central angle, radius of circle for the arc and chord distance, and bearing; (v) The legal description should be a single perimeter description of the entire property; (vi) The description should include a reference to all streets, alleys, and other rights -of -way that abut the Property surveyed, and the width of all rights -of -way mentioned should be given the first time these rights -of -way are referred to; and (vii) If the Property surveyed has been recorded on a map or plat as part of an abstract or subdivision, reference to such recording data should be made. (b) Lots and Block Description. If the Property is included within a properly established recorded subdivision or addition, then a lot and block description will be an acceptable substitute for a metes and bounds description, provided that the lot and block description must completely and properly identify the name and designation of the recorded subdivision or addition and give the recording information therefor. (c) Map or Flat The Survey should also contain a certified map or plat showing the following: 1. The plat to be covered by the Mortgage, if any. 2. The relation of the point of beginning of said plot to the monument from which it is fixed. QC 326 3. All easements showing recording information there- for by volume and page. 4. The established building line, if any. 5. All easements appurtenant to said plot. 6. The boundary line of the street or streets abutting the plot and the width of said streets. 7. Encroachments and the extent thereof in terms of distance upon said plot or any easement appurtenant thereto. 8. All utilities in place and all utility easements. 9. All applicable zoning. 10. Engineer's certificate of flood plain. The survey should also contain all structures and improvements on said plot with horizontal lengths of all sides and the rela- tion thereof by distances to (a) all boundary lines of the plot, (b) easements, (c) established building lines, and (d) street lines. (d) Certification. The certification for the Property description and the map or plat should be addressed to the Pur- chaser (and to the interested title company, if required by the title company) signed by the surveyor, bearing current data, registration number, and seal and should be in the following form or its substantial equivalent: The undersigned hereby certifies to The Little Rock School District and the Title Company that this survey (i) was made on the ground as per the field notes shown hereon and correctly shows the boundary lines and dimensions and area of land indicated hereon and each individual parcel thereof indicated hereon, (ii) correctly shows the location of all buildings, structures, and other improvements, and visible items on the subject property, and (iii) correctly shows the location and dimensions of all alleys, streets, roads, rights -of -way, easements, and other matters of record of which the undersigned has been advised affecting the subject property according of the legal description in such easements and other matters (with instrument, book, and page number indicated); and except as shown, there are no visible ease- ments, rights -of -way, party walls, or conflicts, and there -are no visible encroachments or adjoining premises, streets, or alleys by any of said buildings, structures, or other improvements, and there are no visible encroachments on the subject Property by buildings, structures, or other improve- ments situated on adjoining premises; the distance from the nearest intersecting street and road is as shown hereon; and that.the area of land indicated hereon is not within a flood plain. -2-