HomeMy WebLinkAbout69-78 RESOLUTIONn
RESOLUTION NO. 6A -rig
A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE A CONTRACT WITH LOS ANGELES BRUSH MANUFACTURING
CORPORATION FOR THE SALE OF TRACT D, LOT 4 OF THE FAYETTEVILLE
INDUSTRIAL PARK.
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
That the Mayor and City Clerk are hereby authorized and
directed to execute a contract with Los Angeles Brush Manu-
facturing Corporation for the sale of Tract D, Lot 4 of the
Fayetteville Industrial Park at a purchase price of $20,700.00
payable as follows: $5,700.00 down payment and $5,000.00 per
year for three years at nine and one-half percent (9 1/2%)
interest.
PASSED AND APPROVED this
APPROVED:
1978.
S °e
MAYOR
*ATTEST :yttr
' . / I Pdk cis
CITY LERKc
4.t,. ^ 7
MICROFILMED
DATE JUN 1 5 1979
REEL \°\ a.
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This Agreement, made
1978, between the City of
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AGREEMENT
this 0216 day
Fayetteville,
of ilintcirrvb`U(
Arkansas, a municipal
corporation, hereinafter called the "Seller", and Los Angeles
Brush Manufacturing Corporation, 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 S 89° 54' W 119.54 feet; thence
N 0° 53' E 788.80 feet; thence East 439.14 feet; thence
S 22° 49' W 855.44 feet to the point of beginning,
containing 5.06 acres, more or less; subject to a 50
foot wide sewer line easement adjacent to and parallel
with the North property line, a 15 foot wide utility
easement adjacent to and parallel with the South line of
the said 50 foot sewer line easement, a 25 foot wide gas
line easement adjacent to and parallel with the East
property line and a 15 foot wide utility easement adjacent
to and parallel with the West property line.
Upon the terms and conditions hereinafter set forth.
2. The total purchase price shall be $20,700.00 which shall
be payable as follows: $5,700.00 payable at closing; the balance
of $15,000.00 payable in annual installments of $5,000.00 each
on November 21st of each year until said balance is paid in full;
said balance of $15,000.00 shall bear interest at the rate of
9 1/2% per annum from November 21, 1978. Buyer shall grant
Seller a mortgage on the aforesaid property to secure payment
of said balance.
3. Seller shall deliver or cause to be delivered to
Buyer or Buyer's agent, 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 and insurance
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policy in the amount of the purchase price, covering title to
the real estate on or after the date hereon, showing title in
Seller subject only to (a) the general exceptions contained
in the binder; and (b) any title
agreement.
4. If the
exceptions that
have twenty-one
title commitment
render the title
exceptions set forth in this
discloses unpermitted
unmarketable, Seller shall
(21) days from the date of delivery thereof
to have the exception 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 on or before the twenty-
eighth (28th) day following delivery of the commitment. If
Seller fails to have the exceptions removed or in the alter-
native, 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 as soon as possible
after execution of this agreement and shall be closed at the
Board of Directors Room in the Administration Building of the
City of Fayetteville, Arkansas. At the time of closing, the
Seller shall deliver to the Buyer a duly executed Warranty
Deed in such form as is satisfactory to Buyer conveying said
real estate. The Buyer shall thereupon deliver to the Seller
the purchase price and a duly executed Mortgage in accordance
with the 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.
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7. If the Buyer shall fail to perform this agreement
properly on its part, at the time and in the manner herein
specified, this agreement shall be terminated and become null
and void, and Seller shall retain any sums paid it under this
agreement as liquidated damages. Time is expressly made of
the essence of all the terms hereof.
8. If the Seller shall fail to perform this agreement
properly 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.
9. Buyer warrants that it will build and operate any
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 situated. 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 $20,700.00 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 67 per annum
from the date hereof until the date of closing of 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 unimproved portion pursuant
to the terms of the aforesaid offer. Said sale shall be only
to the offerer 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
rights contained herein are non -assignable.
(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 Buyer, including, but not limited
to, a mortgage, trust deed or sale and lease -back arrangement;
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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 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
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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
By : er,fro�LGLrea.ak
MAYOR
ATTEST:
.`CIT•_ CL< RK
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SEAL •,
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BUYER
LOS ANGELES BRUSH MANUFACTURING
CORPORATION
add
President
By:
Title:
ATTEST:
(1? -71r-.7".. -
Title: Secretary
SEAL
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MORTGAGE
WITH POWER OF SALE
KNOW ALL MEN BY THESE PRESENTS:
That Los Angeles Brush Manufacturing
in consideration of the sum of One Dollar
Corporation, for and
unto it in hand paid
and the premises hereinafter set forth, do hereby grant,
bargain, sell and convey unto the City of Fayetteville,
Arkansas, and unto its assigns forever, the following real
estate, situate in Washington County, State of Arkansas, to -wit:
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 S 89° 54'
W 119.54 feet; thence N 0° 53' E 788.80 feet; thence
East 439.14 feet; thence S 22° 49' W 855.44 feet to
the point of beginning, containing 5.06 acres, more
or less; subject to a 50 foot wide sewer line
easement adjacent to and parallel with the North
property line, a 15 foot wide utility easement
adjacent to and parallel with the South line of
50 foot sewer line easement, a 25 foot wide gas
easement adjacent to and parallel with the East
property line and a 15 foot wide utility easement
adjacent to and parallel with the West property line.
said
line
To have and to hold the same unto the said City of
Fayetteville, Arkansas, and unto its assigns, together with
all the
and Los
appurtenances and improvements thereunto belonging;
Angeles Brush Manufacturing Corporation hereby covenants
with the said City of Fayetteville, Arkansas, that it will
forever warrant and defend the title of said property against
all lawful claims.
This sale is on condition that Los Angeles Brush Manufac-
turing Corporation is -justly indebted unto the said City of
Fayetteville, Arkansas, in the sum of Fifteen Thousand Dollars
($15,000.00), plus interest at the rate of 9 1/2% per annum,
evidenced by a contract dated November 21, 1978.
Now, if Los Angeles Brush Manufacturing Corporation shall
pay said moneys, at the times and in the manner provided in said
contract, then the above conveyance shall be null and void. .And
in case of non-payment, then, the said grantee or its assigns,
982 648
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agent or attorney in fact, shall have power to sell said property
at public sale, to the highest bidder for cash, at front door of
the Courthouse in the City of Fayetteville, County of Washington,
and State of Arkansas, public notice of the time and place of
said sale having been first given ten (10) days, by advertising
in some newspaper published in said County, at which sale the
said grantee or its assigns, agent or attorney in fact, may bid
and purchase as any third person might do. And grantor hereby
authorizes the said grantee or its assignee to convey said
property to anyone purchasing at said sale; and the recitals
of his deed of conveyance shall be taken as prima facie true.
And the proceeds of said sale shall be applied, first, to the
payment of all costs and expenses attending said sale; second,
to the payment of said debt and interests; and the remainder,
if any, shall be paid to said grantors.
(And grantor hereby expressly waives all right of redemption
or appraisement of said property in case this mortgage is fore-
closed either by order of court or by power contained in this
mortgage.) //
Witness our hands and seals, this �� day of�o/lp.,
1978.
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LOS ANGELES BRUSH MA
FACTURING COMPANY
President
ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF Los Angeles
On December 5, 1978 before me, the undersigned, a Notary Public in and for said State, personally appeared
'R7cktarst..0.....xu.chsc.beter* * known to me to be the. President, and* Mary ...Jean...Sc tlu te* * ,
known to me to be the Secretary of the Corporation that executed the within Instrument, known to me to
be the persons who executed the within Instrument on behalf of the Corporation therein named, and acknowledged to me that such
Corporation executed the same, and acknowledged to me that such Corporation executed the within Instrument pursuant to its by-
laws or a resolution of its board of directors.
WITNESS my hand
and official seal.
(Seal)
OFFICIAL SEAL
,LUCILE A. EULBERG
NOTARY PUBLIC -CALIFORNIA
PRINCIPAL OFFICE IN
LOS ANGELES COUNTY
I 'fir MY COMMISSION EXPIRES APR.t9. 1992
........ w — —
02307-Y 3-74* 25 P.S. Corporation Notarial Acknowledgment
(Notary Public's Signature
UtiZ 649
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FAYETTEVILLE, ARKANSAS
OFFICE OF CITY CLERK
P. 0. DRAWER F
L. A. BrushiMfg. Company
P. 0. Box 1332
Fayetteville, AR 72701
Dear Sir:
72701
February 14, 1979
Our auditors, GADDY & COMPANY, are now engaged in an examination
of our financial statements. In connection therewith, they desire to
confirm the amount of your note and collateral held by us at
December 31, 1978 and the interest rate and date to which interest
has been paid, which were shown by our records as follows:
Prepaid Principal Interest Interest
Date of Note Due Date Principal Balance Rate Paid to
1h21-78 *11-21-79
11-21-80
11-21-81
$15,000 9.5% 11-21-78
* $5,000 each due date.
Collateral: Land, Fayetteville Industrial Park
[5011 521-7700
Please state in the space below whether or not this is in agreement
with your records at that date. If not, please furnish any information
you may have which will assist the auditors in reconciling the difference.
After signing and dating your reply, please mail it directly to
GADDY & COMPANY, P. 0. Box 309, Fayetteville, AR 72701. A stamped,
addressed envelope is enclosed for your convenience.
Very truly yours
GADDY & COMPANY
The above information regarding our note payable to the City of
Fayetteville, Arkansas, agrees with our records at December 31, 1978,
with the following exceptions (if any)
Date
Signed
By
LOS ANGELES BRUSH MFG. CORP. 2137 'EAST THIRTY-SEVENTH STREET • LOS ANGELES. CALIF
CITY
-
-
RECD. FROM 4s
OF FAYETTEVILLE ARKANSAS
RECEIPTNO.G
DATE //- /Y 19 C /
'y DATE"
REFERENCE
GROSS
%
DISCOUNT
NET
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11-16-81
VENDOR NO.
3537
Annual installment
Industrial Park,
3rd and fina_
interest
5475.00
on property
Tract D.
payment
in Fayetteville
5,600.00
475.00
13,04
- 1.5-3W)-°
5475.00
-- -
5,475.00
-
-' 417
LOS ANGELES BRUSH MFG. CORP. 2137 'EAST THIRTY-SEVENTH STREET • LOS ANGELES. CALIF
CITY
-
-
RECD. FROM 4s
OF FAYETTEVILLE ARKANSAS
RECEIPTNO.G
DATE //- /Y 19 C /
16286
371.757 ell
AA2,0 o s 01)(/ S 4 MFc Cu? $
ADDRESS / I
RECD
IN PAYMENT OF ITEMS LISTED BELOW
BY Y= -
FOR CITY OF FAYETTEVILLE, ARIL
DOG LICENSE NO. 1
/4714'Y
e)-.-
)`BREED
-' 417
BREED/
.��,�.gool .4l
T. . 71
MALE FEMALE _ILGE�
COLOR 17
(4! -
/
NAME Z.k
2 G .a �
rr
RABIES CERTIF NO
\DAT
-E/
LICENSE FOR CALENDAR
YR
ACCOUNTU7G INFORMATION
��
FUND 7 Ail ,`Fid
11/7 -,Ji_
AICNUMBER !7 -n -!Jr- 0 Socia -,±s-"
, 7 - ?- )?5--- 417c
CO
PAYER'S RECEIPT
Ckc--" C ,k
DATE
11-21-79
VENDOR NO
REFEREN
GROSS
2283 6425.00
4e vtcaf' acn,
DICOUNT
Annual installment on property in Fa
Park.
3098
1 of
Inter
payments
st
5,000.0
1,425.0
6,425.0
NET
6425.00
etteville Industrial
Triact D
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OS ANGELES BRUSH MFG. CORP. 2131 EAST THIRTY-SEVENTH STREET • L05 ANGELES, CALIFORNIA 90058
VO yet -t. Nils( 70Akin.w at_ efi4;‘LL
dotzta
/b171 milizt/c 2* 14 Aat
a at
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1.81
11-16-81
3537
5475.00
5475.00
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Annual installm:nt on prop-rty in F-yettevil e
Industrial Park Tract D.
3rd and fina payment
in erest
5,000
475
5,475
VENDOR NO.
LOS ANGELES BRUSH MFG. CORP. 2137 EAST THIRTY-SEVENTH STREET • LOS ANGELES. CALIFCRNIA 90058
DOG LICENSE NO.
BREED
MALE FEMALE
ACCOUNTING INFORMATION
5475.00
Annual installm
Industrial Park
3rd and fina
in
VENDOR NO.
CORP. 2137 EAST THIRTY-SEVENTH STREET • LOS ANGELES, CALIFORNIA 90058
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ACCOUNTING INFORMATIONr,.
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STATE OF ARKANSAS
COUNTY OF WASHINGTON
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ACKNOWLEDGMENT
BE IT REMEMBERED, that on this day came before the undersigned,
a Notary Public, within and for the County aforesaid, duly commissioned
and acting, Ernest Lancaster and Angela R. Medlock, to me well known
to be the mayor and City Clerk, respectively, of the City of Fayetteville,
Arkansas, a municipal corporation, grantor in the foregoing Deed,
and stated that they had executed same on behalf of said grantor for
the consideration and purposes therein mentioned and set forth.
WITNESS MY HAND AND SEAL AS SUCH Notary Public this
of n.E!'e„4„ , 1978.
t 711O,1G..'.
Notary Public
e ? i f 1.� V'
4611Y•
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My Commission Expires:
This Instrument Prepared By:
James N. McCord, City Attorney
Postal Drawer F
Fayetteville, Arkansas 72701
-A004 __ .
BY
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WARRANTY DEED
KNOW ALL NEN BY THESE PRESENTS:
That the City of Fayetteville, Arkansas, a municipal corporation,
for and in consideration of the sum on One Dollar ($1.00) and other good
and valuable consideration to it in hand paid by Ips Angeles Brush
Manufacturing Corporation, does hereby grant, bargain and sell unto the
said Los Angeles Brush Manufacturing Corporation unto its heirs and
assigns, the following described lands, situate in Washington County,
Arkansas, to wit:
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 S 89° 54'
W 119.54 feet; thence N 0° 53' E 788.80 feet; thence
East 439.14 feet; thence S 22° 49' W855.44 feet to
the point of beginning, containing 5.06 acres, Wore
or less; subject to a 50 foot wide sewer line
easement adjacent to and parallel with the North
property line, a 15 foot wide utility easement
adjacent to and parallel with the South line of said
50 foot sewer line easement, a 25 foot wide gas line
easement adjacent to and parallel with the East
property line and a 15 foot wide utility easement
adjacent to and parallel with the West property line.
TO HAVE AND TO HOLDthe said lands and appurtenances thereunto
belonging unto the said City of Fayetteville, and unto its heirs and
assigns forever. And the said City of Fayetteville, Arkansas, does
hereby covenant that it is lawfully seized of said land and premises;
that same is unencumbered, and it will forever warrant and defend title
to said lands against all claims whatsoever.
WITNESS the hand and seal of the City of Fayetteville, Arkansas, a
municipal corporation, this / J v' day of ..2fO eo—(K , 1978.
F t.YLT• i,C`
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: a : Xi:111W .`tip `s '.
CITY OF FAYEITEVEJF, ARKANSAS
A Municipal Corporation
CITY CLERK
Mayor
ern 650