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HomeMy WebLinkAbout83861 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. 8,386 A RESOLUTION AUTHORIZING THE EXECUTION OF A REAL ESTATE SALE AND PURCHASE AGREEMENT FOR THE PURCHASE OF CERTAIN REAL PROPERTY SITUATED IN BLOCKS 1 AND 2, ORIGINAL CITY OF LITTLE ROCK; AND PRESCRIBED OTHER MATTERS RELATED THERETO. 366_ WHEREAS, the Little Rock Board of Directors has been advised of the need for an expansion of the existing State House Convention facilities to provide for more and adequate space for increasing convention business within the capital city; and WHEREAS, the Little Rock Advertising and Promotion Commission and their staff have conducted a review of available expansion possibilities; and WHEREAS, based on this information the Little Rock Advertising and Promotion Commission has recommended to the Board of Directors for the City of Little Rock the purchase of real property known as the "Y" Site, more particularly described in Exhibit "A" attached hereto and the Wallace Building, likewise more particularly described in Exhibit "A" attached hereto. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: SECTION 1: Having received the prior recommendation of the Little Rock Advertising and Promotion Commission, the Mayor and City Clerk be and they hereby are authorized, directed and empowered, acting for and on behalf of the City of Little Rock, to make, execute, deliver and perform a Real Estate Sale and Purchase Agreement whereby the City of Little Rock purchases from the County of Pulaski certain real property more particularly described on Exhibit "A" attached hereto and made a part hereof to be used by the City of Little Rock and the Advertising and Promotion Commission for the purpose of providing and operating i the future adequate parking facilities for existing convention center facilities and /or the construction, reconstruction, maintenance and operation in the future of new convention center facilities thereon or such other facilities as are necessary for, supportive of or otherwise pertaining to a convention center complex or the promotion of the City and its environs. The form and content of the Real Estate Sale and Purchase Agreement, which 1�-t%Jr 1 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 36 367 are hereby approved, shall be substantially as shown on Exhibit "B" attached hereto and made a part hereof. SECTION 2: That the Mayor, City Clerk, City Manager, and Little Rock Advertising and Promotion Commission, or any of them, for and on behalf of the City be and they are hereby authorized, directed and empowered to do all things, execute all instruments and documents and otherwise take all actions and steps necessary to the realization of the rights of the City under the Real Estate Sale and Purchase Agreement and to consummate the purchase of the real property described therein, the payment of the purchase price therefor and the leasing, letting and renting of said real property thereafter pending the formulation of detailed development plans for said real property. SECTION 3: That the provisions of this Resolution are hereby declared to be separable and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. SECTION 4: This resolution shall be and remain in full force and effect from and after its adoption. ADOPTED: October 16, 1990 ATTEST: APPROVED: a E l' y l Lui �CZECH APPROVED AS TO FORM: AO rA MARK ODO - CITY ATTORNEY i 'c, EXHIBIT "A" PARCEL I: All that part of Lots 1, 2 and 3, in Block 2 of the ORIGINAL CITY OF LITTLE ROCK, lying West of the West line of the West wall of the Beal- Burrow Company building more particularly described as follows: Beginning at the Southwest corner of said Lot 3, in Block 2 and running thence East along the South line of said Lot 3, 68.77 feet more or less, and to the West side of the present West wall of the Beal- Burrow Realty Company Building; and running thence North along a line on which the outer line of said West wall is situated, which line is parallel to the West line of said Block 2, 87.1 feet; thence West parallel to the North line of Block 2, 0.7 feet; thence North along the outer line of said West wall and parallel to the West line along the outer line of said West wall and parallel to the West line of Block 2, 0.9 feet; thence East, parallel to the North line of Block 2, 0.9 feet; thence East, parallel to the North line of Block 2, 0.7 feet; thence North along the outer line of said West wall and parallel to the West line of Block 2, 1.1 feet; thence East parallel to the North line of Block 2, 0.4 feet; thence North along the outer line of said West wall and parallel to the West line of Block 2, 10.5 feet; thence West parallel to the North line of Block 2, 1.1 feet; thence North along the outer line of said West wall and parallel to the West line of Block 2, 0.9 feet; thence East parallel to the North line of Block 2, 1.1 feet; thence North along the outer line of said West wall and parallel to the West line of Block 2, 6.5 feet; thence West parallel to the North line of Block 2, 0.4 feet; thence North along the outer line of said West wall and parallel to the West line of said Block 2, 43 feet to a point on the North line of said Block 2, 68.77 feet East of the Northwest corner thereof; running thence West along the North line � -s E AND M :w w w■ w� �w w w w w 369 of said Block 2 a distance of 68.77 feet, more or less, and to the Northwest corner of said Block 2, and running thence South along the West line of said Block 2 a distance of 150 feet to the point of beginning. PARCEL II. Lots 7, 8, 9, 10, 11 and 12, Block 1 of the ORIGINAL CITY OF LITTLE ROCK, ARKANSAS, and that part of the East -West alley located in said Block 1, also known as Bridge Street; vacated, bounded and closed by Ordinance #12,711 of the Board of Directors of the City of Little Rock adopted October 17, 1972. EXHIBIT "B" REAL ESTATE SALE AND PURCHASE AGREEMENT PERTAINING TO THE WALLACE BUILDING AND "Y" SITE BY AND BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS (FOR AND IN BEHALF OF THE CITY ADVERTISING & PROMOTION COMMISSION) BUYER AND PULASKI COUNTY, ARKANSAS SELLER 370 h -gyp r= 371 TABLE OF CONTENTS Description Page Recitals - - - - - - - - - - - - - - - - - - - - - - - 1 Section 1. The Property - - - - - - - - - - - - - - 2 Section 2. Purchase Price - - - - - - - - - - - - - - 4 Section 3. Earnest Money - - - - - - - - - - - - - - 5 Section 4. Title Insurance, Survey, Revies - - - - - 5 and Curing Defects Section 5. Closing - - - - - - - - - - - - - - - - - 7 Section 6. Prorations - - - - - - - - - - - - - - - - 8 Section 7. Additional Prorations - - - - - - - - - - - 8 Section 8. Conveyance - - - - - - - - - - - - - - - - 9 Section 9. Warranties of Seller - - - --- - - - - - - - 10 Section 10. Casualty and Condemnation - - - - - - - - 13 Section 11. Prior to Closing - - - - - - - - - - - - - 14 Section 12. Documentation, Data and Information - - - - 16 To Be Delivered by Seller Prior to Closing Section 13. Default - - - - - - - - - - - - - - - - - - 17 Section 14. Special Provisions - - - - - - - - - - - - 17 Section 15. Brokerage - - - - - - - - - - - - - - - - - 18 Section 16. Notices - - - - - - - - - - - - - - - - - - 18 Section 17. Miscellaneous - - - - - - - - - •- - - - - - 19 Signatures - - - - - - - - - - - - - - - - - - - - - - 20 Acknowledgements - - - - - - - - - - - - - - - - - - - 22 Exhibits 372 REAL ESTATE SALE AND PURCHASE AGREEMENT This Agreement is made and entered into as of this day of , 1990 by and between the City of Little Rock, Arkansas, (the "Buyer ") and the County of Pulaski, Arkansas, (the "Seller ") , both of the above being sometimes hereinafter collectively referred to as the "Parties ". WHEREAS, the City of Little Rock by Ordinance 12,353 did create the Little Rock Advertising and Promotion Commission (the "Commission ") and did by the aforesaid Ordinance and by Ordinance 13,527 levy a tax upon the gross receipts or gross proceeds from renting, leasing or otherwise furnishing of hotel or motel accommodations for profit in the city and upon the gross receipts or gross proceeds of restaurants, cafes, cafeterias, and other establishments engaged in the business of selling prepared food for consumption on the premises in the city; and, WHEREAS, the funds collected pursuant to the tax levy aforesaid are credited to the city advertising and promotion fund; and, WHEREAS; the Commission operates a convention center complex in the City of Little Rock, including the Robinson Center, Statehouse Convention Center, the University Conference Center and parking facilities related thereto; and, WHEREAS, the Commission has determined that there exists a need to acquire, purchase and take possession of the lands hereinafter described for the purpose of providing and operating in the future adequate parking facilities for existing convention center facilities and /or the construction, reconstruction, maintenance and operation in the future of new convention center facilities thereon or such other facilities as are necessary for, supporting of or otherwise pertaining to a convention center complex or the promotion of the city and its environs, all of which is intended to and will promote the city and its environs; and, WHEREAS, the City of Little Rock, acting by and through its Board of Directors and pursuant to the determination and recommendation of the Commission, has -1- 373 REAL ESTATE SALE AND PURCHASE AGREEMENT: authorized the execution hereof and the acquisition and purchase of the lands hereinafter described to be used by the City of Little Rock and the Commission for the purpose of providing and operating in the future adequate parking facilities for existing convention center facilities and /or the construction, 'reconstruction, maintenance and operation in the future of new convention center facilities thereon or such other facilities as are necessary for, supporting of or otherwise pertaining to a convention center complex or the promotion of the city and its environs, all of which is intended to and will promote the city and its environs. NOW, THEREFORE, WITNESSETH: Section 1: THE PROPERTY. On the terms and conditions hereinafter set forth, the Seller hereby agrees to sell and Buyer hereby agrees to purchase, acquire and take possession of the following described property (collectively hereinafter referred to as the "Property "), to -wit: (a) All those certain tracts, pieces, or parcels of Land more particularly described on Exhibit "A" attached hereto and by this reference made a part hereof (hereinafter referred to as the "Land "); and, (b) together with all the buildings, structures, and improvements of every nature whatsoever now or hereafter erected or situated on the Land, and including, but not limited to, all apparatus, equipment, fixtures, or articles, whether single units or central controlled, used to supply, heat, gas air conditioning, water, light, power, refrigeration, ventilation, now or hereinafter erected and /or situated on the Land, and including, but not limited to, all appliances, doors, screens, floors and floor coverings, now or hereafter located and /or situated on the Land, and all other materials, of every kind or nature whatsoever, now or hereafter owned by Seller and located in, or about, or used or intended to be -2- 374 REAL ESTATE SALE AND PURCHASE AGREEMENT: used with or in connection with, the use, operation or enjoyment of the Land, including all extensions, additions, improvements, betterments, renewals and replacements of any of the foregoing, whether any of the foregoing is actually located on the Land or not and whether in storage or otherwise; and, (c) together with all right, title, and interest of Seller in and to all options to purchase or lease the Property or any portion thereof, or any interest therein, and any greater estate in the Property owned or hereafter acquired; and, (d) together with all interest, estate or other claims, both in law and equity, which Seller now has or may hereafter acquire in the Property; and, (e) together with all easements, rights -of -way, strips of land, vaults, streets, ways, alleys, passages, sewer rights, waters, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances whatsoever, in any way belonging, relating or appertaining to the Land or any part thereof, or which hereafter shall in anyway belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Seller and the reversion and reversions, remainder and remainders, rents, issues, profits, and revenues of the Land from time to time accruing (including, without limitation, all payments under leases, tenant security deposits, and escrow funds); and, (f) together with all right, title and interest of Seller in any furnishing, furniture fixtures, machinery, equipment, appliances, vehicles, and personal property described, itemized and listed on Exhibit "B" attached hereto and fully incorporated herein or attached or appurtenant to or used in connection with the aforementioned Property; and, (g) together with (to the extent permitted by law) any and all licenses, permits, approvals, -3- 375 REAL ESTATE SALE AND PURCHASE AGREEMENT: variances, waivers, rights, and authorities heretofore granted and /or issued pertaining to the operation of the Property; and, (h) together with any and all contracts, rental agreements and leases described, listed and itemized on Exhibit "C" attached hereto and fully incorporated herein; and, (i) together with any and all guaranties, warranties, indemnifications, and representations pertaining to the Property, including but not limited to any guaranties, warranties, indemnifications and representations received from any prior owner or owners of any of the Property; and, Section 2: PURCHASE PRICE. The Purchase Price for the Property is exactly ONE MILLION AND N01100 ($1,000,000.00) Dollars which sum Buyer agrees to pay to the Seller at Closing as follows: (a) Buyer will pay to the Seller the sum of FIVE HUNDRED NINETY -EIGHT THOUSAND SEVEN HUNDRED SIXTY FIVE AND 32/100 Dollars ($598,765.32) in cash at closing; and, (b) Buyer will deliver, transfer, assign and endorse to Seller at closing the following Certificates of Deposit: (i) Certificate of Deposit Number 80239, dated April 25, 1990, issued by First Commercial Bank, N.A., in the original principal amount of $100,000.00 which on October 31, 1990 will have value of $100,193.59; (ii) Certificate of Deposit Number 20226, dated June 7, 1990, issued by Eagle Bank and Trust Company in the original principal amount of $100,000.00, which on October 31, 1990 will have a value of $100,573.21; (iii) Certificate of Deposit Number 26893, dated December 11, 1989, issued by Metropolitan National Bank in the original -4- 376 REAL ESTATE SALE AND PURCHASE AGREEMENT: principal amount of $100,000.00; which on October 31, 1990 will have a value of $100,424.60; (iv) Certificate of Deposit Number 30914, dated May 29, 1990, issued by Pulaski Bank and Trust Company in'the original principal amount of $50,000.00, which on October 31, 1990 will have a value of $50,021.64; (v) Certificate of Deposit Number 30915, dated May 29, 1990, issued by Pulaski Bank and Trust Company in the original principal amount of $50,000.00, which on October 31, 1990 will have a value of $50,021.64. Section 3: EARNEST MONEY. The Buyer agrees to and shall deposit within five (5) days of the date hereof the amount of $1,000.00 as the "Earnest Money" with Beach Abstract & Guaranty Company, (the "Escrow Closing Agent "). All Earnest Money so deposited is to be held in escrow by the Escrow Closing Agent in accordance with the terms and provisions hereof and at Closing is to be applied against and on the Purchase Price or otherwise disbursed as herein.prescribed. The Earnest Money shall be deposited in an interest bearing account with the interest accruing to and for the benefit of the Buyer solely and regardless of whether or not the Parties close hereunder. In the event this Agreement is terminated or cancelled by either the Seller or Buyer in accordance with the terms and provisions hereof, the Escrow Closing Agent, immediately upon receipt of notice of such termination or cancellation and pursuant to the terms and provisions of that certain Escrow Agreement made by the Parties hereto and the Escrow Closing Agent, shall deliver the said Earnest Money to the Party specified herein as entitled thereto, without the necessity of the joinder or further consent of the other Party. Section 4: TITLE INSURANCE. SURVEY. REVIEW AND CURING DEFECTS. (a) Within five (5) days from date hereof, the Seller shall furnish to Buyer at Seller's sole expense a Commitment for a Title Insurance Policy (the -5- 377 REAL ESTATE SALE AND PURCHASE AGREEMENT: "Commitment ") issued by Chicago Title Insurance Company by and through the Escrow Closing Agent (the "Title Company "), dated on or after the date hereof, describing the Property, reflecting the Buyer as the proposed insured and showing as the policy amount thereon the Purchase Price for the Property. The Commitment shall assure to Buyer that at Closing the Title Company will issue to Buyer a Form B -ALTA policy of Owner's Title Insurance with such endorsements and assurances as are required by Buyer, reflecting fee simple absolute title in Buyer subject only to any exceptions approved and accepted by Buyer (hereinafter referred to as the "Permitted Exceptions "). (b) within five (5) days from the date hereof, the Seller, at Seller's sole expense, shall cause to be prepared and delivered to Buyer a Survey of the Property ( "Survey ") to be made by a surveying firm approved by the Buyer. The Survey shall be currently dated, shall be updated as of the date of Closing, shall be prepared in accordance with the current ALTA survey specifications and shall contain such certificates and other matters as are specified by the Buyer, including, but not limited to the following: (i) the plot to be conveyed, (ii) the relation of the point of beginning of said plot to the monument from which it is fixed, (iii) all easements showing recording information therefor, (iv) the established building line or lines, if any, (v) all easements appurtenant to said plot, (vi) the boundary line of the street or streets abutting the plot and the widths of said street or streets, (vii) any encroachments, protrusions or overlaps and the extent thereof in terms of distance upon said plot, (viii) all structures and improvements on said plot and the dimensions thereof together with horizontal lengths of all sides and the relation thereof by distances to all boundary lines, easements and building lines. In the event the Survey shows an encroachment, overlap, protrusion or any other matter which in Buyer's 378 REAL ESTATE SALE AND PURCHASE AGREEMENT: opinion does (or could in the future) interfere with the use, operation or financing of the Property, such matter shall be considered a "Defect" hereunder. (c) In the event that the Title Commitment and /or the Survey discloses' any claim, lien, encumbrance, encroachment, matter, requirement, and /or exception to title which is or are objectionable to Buyer (the "Defects "), in Buyer's sole and absolute discretion, then Buyer shall within five (5) days of receipt of the Title Commitment and /or Survey evidencing said Defect or Defects notify Seller in writing of any objections. If Buyer fails to so notify Seller in writing within the 5 days aforesaid, then Buyer shall be conclusively deemed to have approved and accepted all items in the Title Commitment and Survey, as applicable. If Buyer timely notifies Seller of any objections, Seller may, but shall not be obligated to, prior to the Closing Date, cause such Defects to be removed or insured by the Title Company and in furtherance thereof Seller agrees to notify Buyer within 3 days of receipt of Buyer's notice of objection to Defects of Seller's intention not to cure any or all of Buyer's objections to Defects. If Seller does not intend to remove or cause to be insured over any Defect or Defects to the satisfaction of the Buyer prior to the Closing Date, then Buyer, at his sole option and discretion but within 3 days of receipt of Seller's Notice of Intention Not to Cure, must by written notice either (i) notify Seller that Buyer terminates this Agreement, in which event the Earnest Money shall be immediately returned and refunded to the Buyer and neither party shall have further liability or obligation hereunder; or (ii) notify Seller that Buyer will proceed to close and accept the title and survey subject to the objectionable items. Section 5: CLOSING. The terms Closing, Closing Date, Date of Closing and /or day of closing shall mean and be the earlier of (i) October 31, 1996 (unless extended in writing, by mutual consent of both Buyer and Seller) or (ii) an earlier date set by Buyer upon giving notice to -7- 379 REAL ESTATE SALE AND PURCHASE AGREEMENT: Seller at least five (5) days prior to any early closing. The Closing shall be held at the offices of the Escrow Closing Agent, who shall conduct the Closing in accordance with the terms and provisions hereof and the mutual instructions of the Parties hereto. Seller shall pay the title search or examination fees, and abstracting expenses, one -half of the real estate transfer taxes, if applicable, and one -half of the escrow closing fees. Buyer shall pay the other one -half of the real estate transfer taxes, if applicable, one -half of the escrow fees and shall pay all fee pertaining to the preparation of the conveyancing documents and recordation thereof. Section 6: PRORATIONS. On or at the Closing all Real Property Taxes and Special Assessments due on or before the Closing Date shall be paid by Seller. Current Taxes and Special Assessments, utility charges and other like assessment or charges shall be prorated as of the Closing Date. Ad Valorem taxes and Special Assessments shall be prorated based upon the last available tax statement. On or before closing, Seller shall notify all utilities servicing the Property of the change in ownership and direct that all future bills be made to the Buyer with no interruption of services. Utility meters and charges will be read or determined during the daylight hours of the day of closing and the charges to that time shall be paid by the Seller and charges thereafter shall be paid by the Buyer. Section 7: ADDITIONAL PROBATIONS. The Parties hereto further covenant and agree that all income derived from or related to the Property, including but not limited to, rents and payments on all contracts and agreements paid prior to closing shall belong to the Seller and all such income paid after the date of closing shall be paid to and remain the property of the Buyer. The Seller represents that it has not received and will not receive or accept prior to closing any prepaid rents pertaining to any periods of time subsequent to the date of closing, that there are no defaults under any lease agreement, whether verbal or written, between the Seller and any tenant of the Property and that all rents due and owing are paid current. ME REAL ESTATE SALE AND PURCHASE AGREEMENT: Section 8: CONVEYANCE. Seller covenants and agrees with Buyer as follows: (a) At Closing Seller shall deliver, fully executed, a general warranty deed in recordable form, executed by Seller, conveying the Land and all appurtenances and hereditaments appertaining thereto free and clear of all claims, liens and encumbrances except for the Permitted Exceptions, and, (b) At CLosing Seller shall deliver, fully executed, a warranty assignment and bill of sale, executed by Seller, assigning, conveying and warranting to the Buyer title to the Personal Property described on Exhibit "B" and all Contracts and Contract Rights described on Exhibit "C ", free and clear of all encumbrances, liens, leases, and claims whatsoever, and, (c) At Closing Seller shall deliver to the extent any Governmental Permits are assignable, an assignment, executed by Seller to Buyer of all of Seller's rights, title and interest in and to the Governmental Permits, together with executed copies, applications, forms and other documents as may be necessary to fully effectuate the transfer of the same to Buyer as herein contemplated. (d) At Closing Seller shall deliver the Title Policy(s) (or a "marked -up" Title Commitment) issued by the Title Company, dated as of the Closing Date, in such amounts and containing such endorsements and other terms as are required pursuant to this Agreement, with no exceptions other than Permitted Exceptions. (e) At Closing Seller shall deliver, fully executed, an affidavit of Seller affirming Seller's representations and warranties hereunder as of Closing Date and further representing and warranting to Buyer that there have been no material adverse changes in any items or matters represented by the Exhibits to this Agreement, or cm 381 REAL ESTATE SALE AND PURCHASE AGREEMENT: in the Property or physical condition or operations the Property, occurring between date hereof and the Closing Date. (f) At Closing Seller shall deliver all appropriate books, records and information pertaining to the operation of the Property. (g) At Closing Seller shall deliver and assignment of all rental and /or security Deposits. (h) At Closing Seller shall deliver a Standard Termite Clearance Letter and Policy in such form and issued by such termite company as is approved and acceptable to Buyer. (i) At Closing Seller shall deliver such other documents and instruments as are contemplated hereunder or as may reasonably be required by Buyer, its counsel or the Title Company necessary to consummate this transaction. Section 9: 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 and will have or shall acquire prior to Closing 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) Ad Valorem and /or personal property taxes constituting a lien but not yet due and payable, and (ii) any Permitted Exceptions; and, (b) There are no actions, suits or proceedings pending or threatened or reasonably anticipated affecting the Property or relating to the ownership, management or operation of the Property, at law or in equity, or by eminent domain or before or in any court, Federal, State, Municipal or other governmental department, commission, board, bureau, agency or non - governmental arbitration board or commission. Seller is not, with respect to the Property, -10- 382 REAL ESTATE SALE AND PURCHASE AGREEMENT: operating under, subject to or in default with respect to any order, writ, injunction or decree of any court, federal, state, municipal or other governmental department, commission, board, bureau, agency or non - governmental arbitration board or commission; and, (c) That at the time of closing there will be no person or persons, natural or artificial, or party, other than Buyer, which has any right or license.to use or occupy the Property or any part thereof, or any interest or any right to acquire any interest in or to any portion of the Property; except the tenants identified on Exhibit "C" attached hereto; and, (d) That the Property is not now, and will not be at the time of the closing, in violation of any zoning ordinance, fire code, building code or other local, state or federal law; and, (e) That any improvements on or under the Land are entirely within the boundaries thereof, the Land is fully served by all utilities available at the boundary lines thereof and there are no encroachments thereon; and, (f) That Seller is fully and completely authorized to make and enter into this Agreement and that the observation and performance of its obligations hereunder and the consummation of the transaction contemplated by this Agreement will not and does not violate the terms or provisions of any other agreements or any other matter, document, instrument, rule, regulation, law, statute, or ordinance and the Seller is not a "foreign person" within the meaning of Section 1445 (f) (3) of the Internal Revenue Code of 1986, as amended, and shall execute and deliver an appropriate certification to that effect at closing; and, (g) As regards hazardous substances (except asbestos which the Parties hereto acknowledge exists on and about the Land described as Tract II) that: -11- 383 REAL ESTATE SALE AND PURCHASE AGREEMENT: (i) No toxic or hazardous materials, including without limitation asbestos, PCBs or refined petroleum products have been generated, treated, handled, disposed of or otherwise come to be located at, incorporated in, within beneath or on any of the Property, including without limitation any surface or subsurface waters, and, (ii) No underground tanks, sumps, or other buried, partially buried or surface facilities used for treatment, storage, disposal, recycling or other handling of toxic or hazardous materials are or have ever been present on the Property, and, (iii) No substances or conditions exist in or on the Property that support a claim or cause of action pursuant to, or constitute a violation of, any applicable federal, state or local statute, regulation, ordinance, permit or judicial or administrative decision relating to environmental matters (including without limitation: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended), and any cause of action brought by third parties for damages and /or injunctive relief based on the alleged existence, handling of or exposure to hazardous or toxic substances at, in beneath, incorporated in or originating at the Property, and, (iv) Neither Seller's activities on the Property, nor the activities of any other person on the Property are or have ever been the subject of any action, proceeding or investigation relating to environmental matters by any federal, state or local governmental agencies or officers; and, (h) That Seller is not a party to any contract or agreement with any labor union relating to the operation of the Property, and, (i) That no representation or warranty made by Seller -12- KM REAL ESTATE SALE AND PURCHASE AGREEMENT: in this Agreement or required to be made and delivered by Seller to Buyer contains or will at the time made and delivered any untrue statement of a material fact known to Seller or omits to state any material fact known to Seller necessary in order to make-the statements contained therein not misleading, and, (j) That Seller will at or prior to closing fully perform and observe each and all of its obligations and covenants herein contained, and, (k) That the Property shall be at Closing in the same condition and state of repair as the Property was on the date hereof, ordinary wear and tear excepted, and, (1) That any and all exhibits attached hereto and incorporated herein are true and correct descriptions, lists, itemizations of the information and data required to be reflected thereon. (m) Seller has not received any notice from any insurance carrier which has issued a policy of insurance with respect to the Property or any part thereof or the activities conducted thereon or from any Board of Fire Underwriters of any cancellations, defaults, defects, or deficiencies or requesting the performance of any repairs, alteration or other work or the undertaking of any other actions, and, (n) The Property is free of and from structural and /or mechanical defects, except as reported on Exhibit "D" attached hereto, and, (o) The Property is free of and from termite infestation and /or damage. Section 10: CASUALTY AND CONDEMNATION. In the event that, prior to closing, any portion of the Property is damaged by fire or other casualty or any eminent domain proceeding affecting the Property is commenced or threatened by a governmental entity having the power of -13- REAL ESTATE SALE AND PURCHASE AGREEMENT: eminent domain, Seller shall immediately give notice to the Buyer thereof. If such casualty or proceeding would not result in a loss or diminution of value of the Property of more than $10,000.00 and all other conditions and covenants herein contained have been fully performed and observed, then the closing shall take place as provided for herein and Seller shall assign to Buyer all of Seller's right, title and interest with respect to all proceeds of insurance and all awards, damages or other compensations arising from such casualty or proceeding. In the event, however, that the loss or diminution of value exceeds $10,000.00, then Buyer may elect to terminate this agreement, by written notice to Seller, in which event the Earnest Money shall be immediately returned to Buyer and neither party will have any further liability hereunder or the.Buyer may elect to proceed to closing and Seller shall assign to Buyer all of Seller's right, title and interest with respect to all proceeds of insurance and all awards, damages and compensation. Section 11: PRIOR TO CLOSING. Seller further covenants and agrees with Buyer as follows: (a) That, from the date of this Agreement to the Closing Date, Seller will: (i) manage and operate the Property only in the ordinary and usual manner so as to maintain the good will it now enjoys and use all reasonable efforts to keep available the services of its present employees, and preserve its relations with guests, patrons, suppliers, customers and others having business dealings with the Property; (ii) subject to the provisions hereof, at Seller's expense, maintain the Property in its present repair, order and condition, and permit no further damage or deterioration thereto or thereof other than as may occur in the ordinary course of operation of the Property; (iii) not place or permit to be placed on or remove or permit to be removed from the Property any buildings, structures or other improvements -14- Nam m m m 386 REAL ESTATE SALE AND PURCHASE AGREEMENT: of any kind without the prior written consent of Buyer; (iv) not remove or permit to be removed from the Property any of the Personal Property listed upon Exhibit "B ", other than those consumables expended in the ordinary course of business, which consumables shall be replenished to meet the consumable inventory quantities set forth in Exhibit "B" hereto; (v) not file, transfer, convey, lease, mortgage or otherwise encumber the Property or any part thereof, it being expressly agreed that all mortgages, deeds of trust, financing agreements and other financial encumbrances affecting the Property shall be paid in full at Closing; (vi) not file any restrictive covenants affecting the Property without the prior written consent of Buyer; (vii) . not grant any licenses, easements or other uses or enter into any contractual agreements affecting the Property which continue in effect beyond the Closing Date; (viii) not make any commitment or incur any liability to any labor union, through negotiations or otherwise; (ix) not alter, cancel or amend any of the leases, contracts or agreements referred to in Exhibit "C ", except as approved by Buyer in writing prior to such alteration, cancellation or amendment; (x) not enter into or renew any leases, contracts or agreements affecting the management, operation, franchise or maintenance of the Property without the prior written consent of Buyer; (xi) not suffer or permit any default to -15- REAL ESTATE SALE AND PURCHASE AGREEMENT: exist or occur under the terms of any of the leases, contracts or agreements listed in Exhibit $Oct$. (xii) shall enforce the provisions of those leases, contracts and agreements listed in Exhibit "C ", but shall take no action against any party thereto based on a default thereunder without first obtaining the written approval of the Buyer; and (xiii) shall fulfill all of its obligations under, and do nothing violative of any term, covenant or provision of, those leases, contracts and agreements listed in Exhibit "C ". (b) That Seller will keep in full force and effect through the Closing Date such insurance policies as are currently in effect covering or in any way pertaining to each and all of the Property. Section 12: DOCUMENTATION, DATA AND INFORMATION TO BE DELIVERED BY SELLER PRIOR TO CLOSING. Within five (5) days from the date hereof, Seller will deliver to Buyer the following documentation, data and information: (a) A copy of all leases, agreements and contracts which the Seller has assumed or entered into pertaining to the Property; and, (b) A copy of any and all studies, documents, reports, digests, surveys, tests and papers in the possession of the Seller pertaining to the Property as well as the names and custodians of all other such studies, documents, etc. known to Seller to exist but in the possession of others; and, (c) A copy of any Financial Statements or other financial records prepared by or for the Seller pertaining to the Income produced by and the Expense of Operating and Maintaining the Property for the years 1988, 1989 and 1990 up to the date hereof. -16- 387 REAL ESTATE SALE AND PURCHASE AGREEMENT: (d) A copy of all plans, drawings, shop drawings, construction specifications and the like pertaining to or otherwise reflecting the buildings and improvements situated on, under or about the Lands herein described. Section 13: DEFAULT. (a) In the event Seller shall be in default hereunder, Buyer may at its option (i) cancel this Contract and receive a refund of all Earnest Money deposited, plus accrued interest, or (ii) pursue such other remedies as may be available to Buyer by law or in equity, including but not limited to the right to have this Agreement specifically performed; provided, however, the failure of Seller to cure any title or survey defect objected to shall not be treated as a default by Seller and in such an event, Buyer's sole and only remedy shall be to terminated this Agreement and receive a refund of all Earnest Money Deposited, plus accrued interest thereon. (b) In the event Buyer shall be in default hereunder, Seller may at its option (i) cancel this Contract and retain all Earnest Money deposited (excluding accrued interest thereon) as liquidated damages and not as a penalty [the parties hereto acknowledging and confirming that the amount of the Earnest Money deposited is a reasonable forecast of just compensation to the Seller as a result of the Buyer's default and that the Seller's damages resulting from the Buyer's default are as of this date difficult, if not, incapable of accurate estimation) or (ii) pursue such other remedies as may be available to Seller by law or in equity, including but not limited to the right to have this Agreement specifically performed. Section 14: SPECIAL PROVISIONS. The parties hereto further agree as follows: (a) All covenants, agreements, representations and warranties made hereunder or pursuant hereto or -17- M M •, REAL ESTATE SALE AND PURCHASE AGREEMENT: in connection with the transactions contemplated hereby shall survive the Closing and shall remain operative and shall not merge into any conveyancing instrument delivered hereunder and regardless of any investigation by or on behalf of any party hereto. (b) Pending the Closing, Buyer shall exercise no control over the Property and to and including the date of closing, or any extensions thereof, all risks of loss shall be borne by Seller. (c) Seller will deliver possession of the Property to Buyer at closing. .Section 15: BROKERAGE. All negotiations relative to this Agreement have been conducted by and between the Seller and Buyer without the intervention of any person as Agent or Broker. Seller and Buyer shall defend and do hereby indemnify and hold the other harmless from and against the claims, demands, actions and judgment of any and all other brokers, agents and other intermediaries alleging a commission, fee, or other payment due or owing by reason of any dealings, negotiations, or communications with the indemnifying party in connection with this Agreement or the sale contemplated hereby. Section 16: NOTICES. Unless otherwise provided herein, all notices, demands and requests hereunder shall be in writing and shall be deemed to have been properly delivered as of the date of delivery if personally delivered or as of the date of deposit in the mail system if sent by United States certified mail, return receipt requested, postage prepaid, to the following addresses, unless changed by notice: To Seller at: County Judge Rita Gruber Pulaski County Courthouse Little Rock, Arkansas 72201 with copy to: County Attorney Larry Vaught Wallace Building Little Rock, Arkansas 72201 Sim 390 REAL ESTATE SALE AND PURCHASE AGREEMENT: and to Buyer at: City Manager Tom Dalton City Hall Little Rock, Arkansas 72201 with copy to: Mr. Barry Travis Executive Director Little Rock Advertising and Promotion Commission Robinson Center Little Rock, Arkansas 72201 Section 17: MISCELLANEOUS (a) 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. (b) 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. (c) This Agreement shall be binding upon and inure to the benefit of the representatives, heirs, estates, successors and assigns to the parties hereto. (d) 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 successors and assigns, any benefits, rights or remedies under or by reason of this Agreement. (e) The obligations and undertakings of the Parties hereto shall be performed within the time specified therefor, time being of the essence of this Agreement, and the failure to perform within such time shall constituted a breach of and -19- REAL ESTATE SALE AND PURCHASE AGREEMENT: default under this Contract on the part of the Party who fails to perform . (f) 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. (g) This Agreement shall be governed by and construed under the laws of the State of Arkansas. (h) 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. The Parties hereto agree that notwithstanding the actual date of execution by each Party hereto the effective date of this Agreement from which all dates, time and days shall be calculated shall be and is the day, month and year first above written. ATTEST: SELLER: PULASKI COUNTY, ARKANSAS BY: TITLE: -20- 391 392 REAL ESTATE.SALE AND PURCHASE AGREEMENT: ATTEST: 032$R BUYER: CITY OF LITTLE ROCK, ARKANSAS BY: TITLE -21- REAL ESTATE SALE AND PURCHASE AGREEMENT: ACKNOWLEDGMENT (COUNTY) STATE OF ARKANSAS) )ss COUNTY OF PULASKI) On this the day of , 1990, before me, a Notary Public, personally appeared and who acknowledged themselves to be the and of Pulaski County, Arkansas, and that they, as such officers and being authorized so to do, executed the foregoing instrument for the consideration, uses and purposes therein contained by signing the name of the county by themselves as such officers. IN WITNESS WHEREOF, I hereunto set my hand and official seal on this day of , 1990. My Commission Expires: Notary Public -22- 393 w w w w w•w w �■ iii � w w ■w w w REAL ESTATE SALE AND PURCHASE AGREEMENT: ACKNOWLEDGMENT (CITY) STATE OF ARKANSAS) )ss COUNTY OF PULASKI) On this the day of , 1990, before me, a Notary Public, personally appeared and who acknowledged themselves to be the and of the City of Little Rock, Arkansas, and that they, as such officers and being authorized so to do, executed the foregoing instrument for the consideration, uses and purposes therein contained by signing the name of the county by themselves as such officers. IN WITNESS WHEREOF, official seal on this _ 1990. My Commission Expires: I hereunto set day of _ Notary Public -23- my hand and 394 395 REAL ESTATE SALE AND PURCHASE AGREEMENT: EXHIBIT °A° PARCEL I: All that part of Lots 1, 2 and 3, in Block 2 of the ORIGINAL CITY OF LITTLE ROCK, lying West of the West line of the West wall of the Beal- Burrow Company building more particularly described as follows: Beginning at the Southwest corner of said Lot 3, in Block 2 and running thence East along the South line of said Lot 3, 68.77 feet more or less, and to the West side of the present West wall of the Beal- Burrow Realty Company Building; and running thence North along a line on which the outer line of said West wall is situated, which line is parallel to the West line of said Block 2, 87.1 feet; thence West parallel to the North line of Block 2, 0.7 feet; thence North along the outer line of said West wall and parallel to the West line along the outer line of said West wall and parallel to the West line of Block 2, 0.9 feet; thence East, parallel to the North line of Block 2, 0.9 feet; thence East, parallel to the North line of Block 2, 0.7 feet; thence North along the outer line of said West wall and parallel to the West line of Block 2, 1.1 feet; thence East parallel to the North line of Block 2, 0.4 feet; thence North along the outer line of said West wall and parallel to the West line of Block 2, 10.5 feet; thence West parallel to the North line of Block 2, 1.1 feet; thence North along the outer line of said West wall and parallel to the West line of Block 2, 0.9 feet; thence East parallel to the North line of Block 2, 1.1 feet; thence North along the outer line of said West wall and parallel to the West line of Block 2, 6.5 feet; thence West parallel to the North line of Block 2, 0.4 feet; thence North along the outer line of said West wall and parallel to the West line of said Block 21 43 feet to a point on the North line of said Block 2, 68.77 feet East of the Northwest corner thereof; running thence West along the North line -24- 2- y3 C - q •, ,4 REAL ESTATE SALE AND PURCHASE AGREEMENT: of said Block 2 a distance of 68.77 feet, more or less, and to the Northwest corner of said Block 2, and running thence South along the West line of said Block 2 a distance of 150 feet to the point of beginning. AND 2.`3w2ymew Lots 7, 8, 9, 10, 11 and 12, Block 1 of the ORIGINAL CITY OF LITTLE ROCK, ARKANSAS, and that part of the East -West alley located in said Block .1, also known as Bridge Street; vacated, bounded and closed by Ordinance #12,711 of the Board of Directors of the City of Little Rock adopted October 17, 1972. -25- 397 REAL ESTATE SALE AND PURCHASE AGREEMENT: EXHIBIT "B" ALL PERSONAL PROPERTY SO ATTACHED, AFFIXED OR ADHERING TO THE LANDS DESCRIBED ON EXHIBIT "A" AS TO BE OR BECOME A FIXTURE OR SO PERMANENTLY ANNEXED TO SAID LANDS AS TO MAKE SAID PERSONAL PROPERTY AN ACCESSION TO SAID LANDS. -26- REAL ESTATE SALE AND PURCHASE AGREEMENT: EXHIBIT "C" Seller warrants and represents to Buyer that the following accurately represents all lease, rental, or occupancy agreements, whether verbal or written, made by the Seller and pertaining to the Property: 1. That certain written Lease of Parking Lot, dated the 18th day of August, 1988 by and between the Seller and the Buyer. 2. A verbal month to month tenancy agreement with Eunice Gardner d /b /a Wallace Building Beauty Shop at a monthly rental of $115.00 per month, which may be terminated on 30 days notice at any time. 3. That certain written Lease Agreement, dated November 3, 1989, by and between the Seller and First Real Estate Tax Services, Inc. creating a month to month tenancy at an initial monthly rental of $380.00 per month, which may be terminated on 30 days notice at any time. 4. That certain written Lease Agreement, dated June 9, 1987, by and between the Seller and George Hronas and Mary Hronas d /b /a Wallace Grill, which tenancy terminates on October 31, 1990 and will not be renewed by the Seller. 5. A verbal month to month tenancy agreement with Richard Brewer d /b /a Wallace Building Barber Shop at a rental of $172.00 per month which may be terminated on 30 days notice at any time. -27- 398 2 -y3 0 -/b REAL ESTATE SALE AND PURCHASE AGREEMENT: EXHIBIT "D" NONE -28- 399