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HomeMy WebLinkAbout53-78 RESOLUTIONRESOLUTION NO. 53-78 A RESOLUTION AUTHORIZING THE SALE OF A 4.90 ACRE TRACT IN THE FAYETTEVILLE INDUSTRIAL PARK TO ROBERTSON OIL COMPANY. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the Board of Directors hereby authorizes the sale of a 4.90 acre tract in the Fayetteville Industrial Park to Robertson Oil Company for the sum of $14,175.00. A legal description of the property authorized for sale hereby is contained in the sale agreement marked Exhibit "A" attached hereto and made a part hereof. Section 2. That the Mayor and City Clerk are hereby authorized and directed to execute the sale agreement marked Exhibit "A", attached hereto and made a part hereof. PASSED AND APPROVED this t day of 1978. APPROVED: ^ .evrate-y4t • 64. ATTES :4 I"- CITYRCLERK MICROFILMED, DATE °CT REEL 4 iMm • • AGREEMENT ex.a This Agreement made this A%' - '1W day of Aucw14- , 1978, between the City of Fayetteville, Arkansas, a municipal corporation, hereinafter called the "Seller" and Robertson Oil Co. Inc., hereinafter called the "Buyer". For and in consideration of the mutual covenants contained herein, the Seller and Buyer agree as follows: 1. The Seller agrees to sell and the Buyer agrees to purchase the following described real property located in Washington County, Arkansas: A part of Lot 4 of the Fayetteville Industrial Park subdivision in Fayetteville, Washington County, Arkansas, more particularly described as follows: Beginning at a point that is North 1416.12 feet and East 141.31 feet from the SW corner of Section 23, Township 16 North, Range 30 West; thence N 89° 54' E 439.61 feet; thence N 10 03' E 740.73 feet; thence N 66° 25' W 70.07 feet to the right of way of a public street; thence S 22° 49' W 51.91 feet along said right of way; thence 225.39 feet along a circular curve of said right of way, said circular curve having a 50 foot radius to a point that is N 22° 49' E 759.15 feet from the point of beginning; thence S 22° 49' W 759.15 feet to the point of beginning, containing 4.76 acres, more or less; subject to a 25 foot wide gas line easement adjacent to and parallel with the West property line; a 20 foot wide utility easement adjacent to and contiguoUs with the circular curve of said right of way; a 50' wide sewer line easement adjacent to and parallel with the north property line. Upon the terms and conditions hereinafter set forth. 2. The total purchase price shall be $14,175.00 which shall be paid in cash at the time of closing hereinafter set forth. 3. Seller shall deliver or cause to be delivered to Buyer of Buyer's ageat, not less than fifteen (15) days prior to the time of closing, a title binder for an owner's title insurance policy issued by a title company acceptable to Buyer. Said title binder shall be for an owner's title insurance policy 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. 1 1 4. If the title commitment dtablosts unbermittad exceptions that render the title unmarketable, Si.L1tr sba,1 have twenty-one (21) days from the date 0: delivery thereof to have the exceptions removed from the commitment or to have the title insurer commi, to insure aadinst loss or damage that may be occasioned by such exceptions, and, in such event, the time of closing shall not be later than twenty- eight (28) days after delivery of the commitment or the Eine expressly specified in paragraph five hereof, whichever is later. If Seller fails to have the exceptions removed or in the alternative, to obtain the commitment for title insurance specified above as to such exceptions within the specified time, Buyer may terminate this agreement or may elect, upon notice to Seller within seven (7) days after the expiration of the twenty-eight (28) day period, to take title to said property in its existing condition. If Buyer does 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 October 1, 1978, at the Board of Directors Room in the Administraticn Building of the City of Fayetteville, Arkansas, or on the date, if any, to which such time as extended by reason by Paragraph 4 hereof. At the time of closing, the Seller shall deliver to the Buyer, a duly executed Varranty Deed in such form as is satisfactory to Buyer conveying said real estate. The Buyer shall thereupon deliver to the Seller the purchase price in accordance with tht terms in Paragraph 2 of this agreement. The Buyer shall pay for recording said Warranty Deed. 6. The Seller agrees to deliver possession of said property on the date of closing. 7. If the Buyer shall fail to perform this agreement properly on its part, at the time and in the manner herein • specified, this asreement shall be terminated and become null and void. Time is expressly made of the essence of all the terms hereof. 3. If the Seller shall fail to perform this agreement properly on its part, ac che time and in che manner herein specified, then at the option of the Buyer, this agreement shall be terminated and shall become null and void. 9. 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 laws and regulations. 10. 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 situtated. No such notice shall be given until Buyer shall have obtained a bona fide 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 first option to purchase said unimproved portion at a price which is the lesser of (1) an amount equal to fourteen thousand one hundred seventy-five dollars ($14,175.00) multiplied by a fraction, the numerator of which shall be equal to the number of square feet contained in said unimproved portion and the denominator of which shall be equal to the aggregate number of square feet contained in the real estate, plus interest thereon at the rate of per annum from the date hereof until the date of closing og such sale; or (2) 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 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 unimpro‘ed 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 Estate shall again become subject to the restrictions of this sub -paragraph A relating to the sale thereof. Seller's right's contained herein are nonassignable. B. Not withstanding anything herein contained to the contrary, Buyer may dispose of any unimproved portion of the real estate free and clear of, and without first complying with, the provisions of Sub -paragraph A of this Paragraph 10 in the following situations: 1. Conveying or granting an interest therein as security • for any financing obtained by limited to, a mortgage, trusc arrangement; 2. A reorganization, consolidation or liquidation of Buyer; 3. A conveyance to any corporation which owns a majority Buyer, including, but not deud or sale and lease -back of 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 outstanding shares of stock of Buyer. 11. 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 BUYER CITY OF FAYETTEVILLE, ARKANSAS ROBERTSON OIL CO. INC. A Municipal Corporation BY: Q7Cctc BY: TITLE: / ATTEST: ATTEST: A (&,y7;,J4,A cr-- .„ , TITLE: (Seal)