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HomeMy WebLinkAbout20-73 RESOLUTIONRESOLUTION NO. 2/J-23 • 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 agreement by and between the City of Fayetteville, Arkansas and Armstrong Realty Company for the sale of property in the Fayetteville Industrial Park. A copy of this agreement marked Exhibit "A" is attached hereto and made a part hereof. PASSED AND APPROVED THIS 1973. ATTEST: • DAY OF APPROVED: `iJ7( .04 Mayor AGREEMENT sr THIS AGREEMENT, made this / ��k day of 771aAd, , 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". Writ:ESSETH : For a d innc.onstion of the premises, mutual covenants, and agreements herein contained, the Seller and the Buyer agree as follows: 1. -The Steel` agree to sell and Buyer agrees to purchase the�fcllowing described real property (here:i fter sometimes ,referred to as "Rea1,..Estats') locat in Washington County, Arkan:;as: A tract of land situate .n the West 1/2 of Section 26, Township 16 North, F ge 30 West, Washington County, Arkansas. The saw oeing within the Fayetteville Industrial P�.r< Fayetteville, Arkansas, and being more particularly described as follows: BeOnring ata point whidh is South O1°13' West 1313.36 ft:4A from the NW Corner of Section 26, thence South 88°51' KEast.1340.22 feet along the South Right -of -Way line of the 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 88u52' 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 2309.45 feet to the Point of Beginning. upon the terms and. conditions hereinafter set forth. - . dry 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. i, 4 Sad •. . vti]ky ✓,rte. �.. m.SiTf-i.9 eceel • 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) any title 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 ofclosing shall be 28 daysafter 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 insuraz specified aboveas 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 peri take title to said property in its existing condition. .If Buyer not so elect, this Agreement shall become null and void without further action of the parties. es 5. This transaction shall be closed on or before March 15;. 1973, at the office of the Seller's City Attorney,. 14 East Centel. Street, Fayetteville, Arkansas, or on the date, if any, to which such time is extended by 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 of Paragraph 2 of the Agreement. The Seller shall pay for the documentary stamps on the • 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 be 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 depict& -n 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 operationalto thelproperty 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 • s • AGREEMENT - 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 fic,a written offer to purchase said unimproved portion of the Real Estate. Atrue 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 ($125,000) multiplied by a,fractio. 4 the numerator of which shall be equal to the number of square feet tained insaid unimproved portion and the denominator of which .:11 be equal to the aggregate number of square feet contained in ti:c l Estate, plus interest thereon at the rate of 6% per annum from the date hereof until the date of closing of such sale; or (11) the purchase price contained in said offer. The election shall be made in writing by certified or registered mail, 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 • • r. • • AGREEMENT - 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 aforesaid twenty:(20) day period, said unimproved portion of the Real Estatc 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 disposeof 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 followin;: situations: 1. Conveying or granting an interest therein security for any financing obtained by Buyer, including, but 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 majorityof the outstanding shares of stock of Buyer or to any • 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 subca- quent disposal of any unithproved portion of the Real Estate shall be free and clear of the provisions of sub -paragraph A of this Paragraph 14 and Buyer shall not be. required to first comply ther- with. For purposes of this Agreement, the term "full-time empiy:..` shall mean any personemployed by Buyer for more than 30 hours IT week for at least 32 weeks out of the then immediately preceding. weeks. D. Upon the termination of the provisions of sub- paragraph A of.this Paragraph 14 pursuant to the provisions ofstc'o- paragraph C of this Paragraph 14, Seller shall cooperate with Bur to remove anyobjections: to title of Buyer as to any unimproved portion of the Real Estate which objection arises in connection with 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 • AGREEMENT - State of Arkansas. 16.. This Agreement shall be binding upon and shall inure 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. to SELLER. BUYER CITY OF FAYETTEVILLE, ARKANSAS; A Municipal Corporation MAYOR ARMSTRONG REALTY COMPANY, An. Illinois Corporation • ATTEST: • ibb— Won/2-2r, CITY •. Q3{ERKL • ACKNOWLEDGMENT STATE OF ARKANSAS SS COUNTY OF WASHINGTON On this ! ftday of \NAL -4c11-- 1973, before the undersigned, 11. Notary Public,duly commissioned, qualified and acting, within and for the said County and:State, appeared in person the with- in named, ._j, eC _ ,S 1 `,l1 and. i l:- Cct;.� Ori to e personally known, who stated that:they were the ----(1\7,_. and _L\ Ce.c-ut ' of. the City of Fayetteville, Arkansas,, a municipal corporation, and 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 WHEREON have hereunto set my hand and official seal this 15 day of J \ rte.. i,` , 1973. c t 'Notary Public My Commission Expires: (1`A•`q 1ek 7Th ACKNOWLEDGMENT STATE OF ILLINOIS SS COUNTY.OF COOK On this 14TH. day of MARCH , 1973, befc the undersigned, a Notary Puolic, duly commissioner, qualified ,acting, within and for the said County and State, appearedin pe the within named, John H. Armstrongand William T. Armstrong to me -to me personally Known, who ed that they were the President and Secretary of the ARMSTRONG REALTY COMPANY, an Illinois coy 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 i , 1973. My Commission Expires: //Notary • .Q Public