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Home My WebLink About12-73 RESOLUTIONRESOLUTION NO. 12-73 BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE, ARKANSAS: That the Mayor and City Clerk be, and they hereby are, auth- orized and directed to execute one certain contract with Armstrong Realty Company, an Illinois Corporation, for the sale of land in the Fayetteville Industrial Park. A copy of said contract, marked Exhibit "A", and made a part hereof is attached hereto. PASSED AND APPROVED THIS 20t4 DAY OF 1973. ATTEST: APPROVED: • Lan 1 • Mayor 1 AGREEMENT THIS AGREEMENT, made this day of , 1973, between the City of Fayetteville; Arkansas, a municipal corporation, party of the first part, hereinafter called the "Seller", and Armstrong Realty Company, an Illinois corporation, party of the second part, hereinafter called the "Buyer". WITNESSETH: For and in consideration of the premises, mutual covenants, and agreements herein contained, the Seller and the Buyer agree as follows: 1. The Seller agrees to sell and Buyer agrees to purchase the following described real property (hereinafter sometimes .referred to as "Real Estate") located in Washington .County, Arkan:;as: A tract of land situated in the West 1/2 of Section 26, Township 16 North, Range 30 West, Washington County, Arkansas. The same being within the Fayetteville Industrial Park, Fayetteville, Arkansas, and being more particularly described as follows: Beginning at a point which is South 01°13' West 1313.36 feet from the NW Corner of Section 26, thence South 88°51' East.1340.22 feet along the South Right -of -Way line of thc Frisco Railroad to the West Right -of -Way line of a public road; thence following said public road Right -of -Way South O1°17' West, 1321.36 feet; thence North 88°52' West, 469.87 feet; thence South 0°34' West 990.00 feet; thence North 88°44' West 879.78 feet; thence North 1°13' East 23Q9.45 feet to the Point of Beginning. upon the terms and conditions hereinafter set forth. 2. The total purchase price shall be One Hundred Twenty Five Thousand ($125,000.00) Dollars which shall be paid in cash on the closing date of this. transaction. 3. Seller shall deliver or cause to be delivered to Buyer or Buyer's agent, not less than 15 days prior to the time of closing, a title binder for an owner's title insurance policy issued by the mew ▪ • ▪ • • AGREEMENT - 2 Chicago Title Insurance Company in the amount of the purchase price, covering title to the Real Estate on or after the date hereof, showing title in Seller subject only to: (a) the general exceptions contained in the binder; and (b) anytitle exceptions set forth in this Agreement. 4. If the title commitment discloses unpermitted exceptions that render the title unmarketable, .Seller shall have 21 days from the date of delivery thereof to have the exceptions removed from the commitment or to have the title insurer commit to insure against loss or damage that may be occasioned by such exceptions, and, in such event, the time of closing shall be 28 days after delivery of the commitment or the time expressly specified in Paragraph 5 hereof, whichever is later. If Seller fails to have the exceptions removed, or in the alternative, to obtain the commitment for title insura specified above as to such exceptions within the specified time, Buyer may terminate this Agreement or may elect, upon notice to Seller within seven days after the expiration of the 18 -day period to take title to said property in its existing condition. If Buyer Hes not so elect, this Agreement shall become null and void without further action of the parties. 5. This transaction shall be closed on or before March 15: 1973, at the office of the Seller's City Attorney,14 East Center. Street, Fayetteville, Arkansas, or on the date, if any, to which such time is extendedly reason of Paragraph 4 hereof. At the time of closing, the Seller shall deliver to the Buyer a duly executed Warranty .Deed in such form that is satisfactory to Buyer's counsel conveying said Real Estate. The Buyer shall thereupon deliver to the Seller the purchase price in accordance with the terms (If Paragraph 2 of the Agreement. The Seller shall pay for the documentary stamps on the • • AGREEMENT - 3 deed. The Buyer shall pay for recording said Warranty Deed. 6. The Seller agrees to deliver possession of said property on the date of closing as above set forth in this Agreement. 7. Taxes for the year 1972 and all prior years shall be paid by Seller. Taxes for the year 1973 assessed against the property described in this Agreement shall be pro -rated as of the closing date. Taxes for all subsequent years shall be paid by the Buyer. 8. In the event that the Buyer shall fail to perform this Agreement promptly on its part at the time and in the manner herein specified, this Agreement shall be terminated and become null and void. Time is of the essence of all the terms hereof. 9. In the event the Seller shall fail to perform this Agree- ment promptly on its part at the time and in the manner herein specified, then at the option of the Buyer, this Agreement shall he. terminated and shall become null and void. 10. Seller warrants that the above described property is presently zoned I-2, General Industrial District, which is designed to provide areas for manufacturing and industrial activities. Seller further warrants that the industrial park road as depicte:. Exhibit "1" is in place as shown on said plat. 11. Seller warrants that an eighteen (18) inch sewer line .i.. available and operational to the property line of the above desc:cibed property. 12. Seller warrants that a -twelve (12) inch water line is available and operational to the property line of the above described property. . 13. Buyer warrants that it will build and operate its facility to be located on the above described property in compliance with all federal, state and local regulations regarding, air, water, waste- AGREEMENT - 4 disposal and noise pollution. 14. A. No unimproved portion of the Real Estate shall be disposed of by Buyer without,the prior -written consent of Seller, or, in the absence of such written consent, without first giving to Seller, in care of the City Manager at the City Administration Building of Seller, written notice by registered or certified mail, return receipt requested, of Buyer's intention to dispose of said unimproved portion of the Real Estate; For purposes of this Agreement the term "unimproved portion of the Real Estate" shall be deemed to mean a portion of the Real Estate which Buyer desires to dispose of on which a permanent structure which enhances the capital value of said portion of Real Estate is not situated. No such notice shall,be given until Buyer shall have obtained a bona fi6e written offer to purchase said unimproved portion of the Real Estate. A. true copy of such written offer shall be attached to said notice. Seller shall have the option to purchase said unimproved portion at a price which is the lesser of (i) an amount equal to One Hundred Twenty Five Thousand Dollars (.0125,000) multiplied by a fractio..,. the numerator of which shall be equal to the number of square feet tained in said unimproved portion and the denominator of which 11 A be equal to the aggregate number of square feet contained in t'r:. Real Estate,. plus interest thereon at the rate of 6% pier annum from j date hereof until the date of closing of such sale; or (ii) the purchase price.contained in said offer. The election shall be rra;:e in writing by certified or registered mali, return receipt requested, to Buyer at its offices on the Real Estate with a copy thereof to the President of Buyer at its principal administrative offices. Said acceptance shall be within twenty (20) days from the date of the aforesaid notice from Buyer. Closing of said sale shall be exactly • • AGREEMENT - 5 thirty (30) days from date of Seller's exercise of said option at the Office of the City Attorney of Seller.. The full purchase price shall be paid at closing. The other terms of such purchase and sale shall be as set forth in said offer, except as inconsistent with the terms hereof. Upon expiration of said twenty (20) day period, if Seller has not elected to purchase said unimproved portion of the.Real Estate pursuant to the provisions of this sub -paragraph A, Buyer may sell said unimproved portion pursuant to the terms of the aforesaid offer. Said sale shall be only to the offeror named in said offer at a price not less than that set forth in said offer. If such sale and conveyance shall not have been completed within seven (7).months of the expiration of the aforesr.f_d twenty (20) day period, said unimproved portion of the Real Estates shall again become subject to the restrictions of this sub -paragraph A relating to the sale thereof. Seller's rights contained herein Rre non -assignable. B. Not withstanding anything herein contained to contrary, Buyer, may dispose of any unimproved portion of the Rea - Estate free and clear of, and without first complying with, the visions of sub -paragraph A of this Paragraph 14 in the foilovrin,_ situations: 1. Conveying or granting an interest therein security for any financing obtained by Buyer, including, bu not.limited to, a mortgage, trust deed or a sale and lease- back arrangement; 2. A reorganization, consolidation or liquidation of Buyer; 3.. A conveyance to any corporation which owns a majority of the outstanding shares of stock of Buyer or to any mig AGREEMENT - 6 corporation a majority of whose outstanding shares of stock are owned by Buyer; or 4. A conveyance to a corporation, the stockholders of which in the aggregate, control at least 50% of the out- standing shares of stock of Buyer. C. It is mutually agreed and understood that one of the principal considerations of this Agreement is the representation by Buyer that the Real Estate is being purchased by Buyer for the purpose of developing a manufacturing and processing operation which will create job opportunities for residents of the greater Fayetteville area. Accordingly, at such time when Buyer has at least three hundred (300) full-time employees at its operations on the Real Estate, the provisions of sub -paragraph A of this Paragraph 14 shall automatically terminate forthwith, and any suL-:.ea- quent disposal of any unimproved portion of the Real Estate shall ue free and clear of the provisions of sub -paragraph A of_this Paragraph 14 and Buyer shall not be required to first comply the::.? with. For purposes of this Agreement, the term "full-time empiyr. :shall mean any person employed by Buyer for more than 30 -hours week for at least 32 weeks out of the then immediately preceding- weeks. Upon the termination of the provisions of sub- paragraph A of this Paragraph 14 pursuant to the provisions of s.•r- paragraph C of this Paragraph 14, Seller shall cooperate with Bu;c-r to remove any objections to title of Buyer as to any unimproved portion of the Real Estate which objection arises in connection the provisions of sub -paragraph A of this Paragraph 14. This cooperation shall include executions by Seller of an appropriate waiver or release as may be required by Buyer. 15. This Agreement shall be construed under the laws of the AGREE14ENT - State of Arkansas. 16. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, their successors and/or assigns. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and year first above written. SELLER. CITY OF FAYETTEVILLE, ARKANSAS, A Municipal Corporation ATTEST: W/47:2 /,7r-, c/ •vr47n CITY �IERKJ BUYER ARMSTRONG REALTY COMPANY, - An Illinois Corporation /. - 2 YJOHNH. ARMSTRONG I'TLE: PRESIDENT • ATTEST. WILLIAM T. ARMSTRON— TITLE: SECRETARY SEAL • • • AGREEMENT - 8 STATE OF ARKANSAS ACKNOWLEDGMENT S • COUNTY OF WASHINGTON I On this ! `) day of OWV.\21-4- ,- , 1973, before the undersigned, a Notary Public, duly•commissioned, qualified and acting, within and for the said County and State, appeared in person the with - ",,in named, �1 ..,_,r.,Ja_ i `-',_a;� and `.: c. (3c.to me personally known, who stated that .they were the 7;,n,•;,_:';.c' and (tea C:_ O_ • of the City of Fayetteville, Arkansas, a municipal corporation, anti were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that • they had so signed, executed and delivered said instrument for the consideration, uses and purposes therein mentioned and set forth. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this ;%-) day of i'IN\n_t`;;� , 1973. My Commission Expires STATE OF ILLINOIS SS COUNTY OF COOK c ACKNOWLEDGMENT Notary Public On this 14TH day of MARCH , 1973, befc the undersigned, a Notary Public, duly commissioned,. qualified acting, within and for the said County and State, appeared in pc the within named, John H. Armstrong and William T. Armstrong to me- to me personally known, who tc:d that they were the president and Secretary of. the ARMSTRONG RE LT Y COMPANY, an Illinois CO) ,: >- ration, and were duly authorized in their respective capacities .execute the foregoing instrument for and in the name and behalf of Said corporation, and further stated and acknowledged that they had so signed, executed and delivered said instrument for the consideration, uses and purposes therein mentioned and set forth.. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 14TH day of MARCH , 1973. My Commission Expires: C /9-7 C.C.. • w_.u. .c.4e -+w "i;T+1-.s✓ai��