HomeMy WebLinkAbout97-93 RESOLUTION•
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RESOLUTION NO. 97-93
A RESOLUTION AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE THE ENVIRONMENTAL
REMEDIATION AGREEMENT IN WHICH RESOLUTION
TRUST CORPORATION DEEDS TO THE CITY OF
FAYETTEVILLE THE OZARK THEATRE BUILDING AND
PROPERTY FOR CONSIDERATION OF DESTRUCTION OF
BUILDING AND CLEAN-UP OF THE LOT IN A PROPER
AND APPROPRIATE MANNER.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the Mayor and City Clerk are hereby authorized to execute the
Environmental Remediation Agreement m which Resolution Trust Corporation deeds to the City
of Fayetteville the Ozark Theatre Building and property for consideration of destruction of
building and clean-up of the lot in a proper and appropriate manner. A copy of the agreement
is attached hereto marked Exhibit "A" and made a part hereof.
PASSED AND APPROVED this 21st day of September , 1993.
ATTEST:
By: / 4 c4' nn4441)
Sherry L. Thomas, City Clerk
APPROVED:
By:/41-1012444S---
red Hanna, Mayor
FAYETTEVILLE
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THE CITY OF FAYETTEVILLE, ARKANSAS SHERRY L. THOMAS. CITY CLERK
September 30, 1993
Barbara Day Allen
Asset Manager
Northcorp Realty Advisors, Inc.
8080 Park Lane
Suite 700
Dallas, TX 75231
Dear Ms. Allen:
Enclosed is the Environmental Remediation Agreement that has been
executed by Mayor Fred Hanna. Also, enclosed is a copy of
Resolution 97-93 which was adopted by the City of Fayetteville on
September 21, 1993.
Please send me a copy of the completed document for my records.
Thank you for your assistance.
Sincerely,
,r,sw.42
Sherry L. Thomas
City Clerk
Enclosure
113 WEST MOUNTAIN 72701 501 575.323
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ENVIRONMENTAL REMEDIATION AGREEMENT
THIS ENVIRONMENTAL REMEDIATION AGRB NIENT ("Agreement") is made
and entered into on this 21st day of September , 1993, by and betty�,n Resolution
Trust Corporation, as Receiver of First Federal Savings & Loan Association,fayetteville,
Arkansas (hereinafter, the "Donor" and the "Association", respectively), and
The City of Fayetteville, Arkansas
(hereinafter, the "Donee").
The parties hereto recite, declare and agree that
A. Donee and Donor have entered into an agreement this date for the donation by
Donor to Donee of certain real estate and unprovements thereon as described in Exhibit A
hereto (hereinafter, the "Property"), located at College Avenue and Carter Street,
Fayetteville, Arkansas.
B. Donor has notified and made Donee aware of the existence of certain
environmental problems upon the Property by the provision to Donee of an environmental
assessment report conducted by (EEG) Environmental Enterprise Group, Inc.dated
(the "Repot"). Donor has given Donee an opportunity to inspect and survey
the Property and to make its own determination concerning its environmental status. Donee
has agreed not to rely on any information from Donor coacaaiag the environmental status of
the Property or the cost of any remediation thereat.
C. Donor, in order to comply with its environmental policies, must require Donee
to remediate certain potentially hazardous conditions on the Property, and Donor has
determined that the following constitute such a condition:
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D. Donee agrees that the above are potentially hazardous conditions in need of
remediation and Donee is willing to remove them as a condition of its acquisition of the
may
NOW, THEREFORE, in consideration of the above Recitals which are by this
reference incorporated herein, together with the mutual representations and agreements set
fortis below, Donor and Donee expressly agree as fellows:
1. Tanettalemediale. Dona shall remove and properly dispose of the
asbestos -containing building materials, rubble, and pigeon droppings, to the satisfaction of
any pertinent regulatory authorities (which shall hereinafter be refereed to as the "Project").
Dona shall complete the Project within 10 months (304) days of Closing.
SAMO MIYTAL RGNEWA7ISNAGNS/PANT LitAtSSsi as M+ r
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2. compliance With Law. Donee shall perform and complete allphases of the
Project in accordance with all laws, regulations, and ordinances including without limitation,
all state and federal laws pertinent to the removal, transportation, and disposal of asbestos -
containing materials, and all phases of the Project shall be performed to the satisfaction of all
pertinent regulatory authorities. As required by law, Dona shall provide all necessary
notices regarding the Project to regulatory agencies.
3. Costs and Expenses. Donee shall be solely responsible for the completion of
the Project and the payment of all costs and expenses associated therewith.
4. Insienunfication. Donee shall indemnify, hold harmless and defend Donor and
the Association, and Donor's and Association's respective agents, officers, employees,
directors, shareholders, successors and assigns (including the Resolution Trust Corporation in
its corporate capacity) from and against any losses, claims, causes of action, damages,
demands, obligations, costs and expenses, including reasonable attorney's fees, arising, out
of, on account of, or related to any act, omission, conduct or activity of Donee, or any of
Donee's officers, directors, employees, agents, servants, contractors, shareholders,
successors or assigns, arising out of, on account of, or related to (a) this Agreement, (b)
Donee's performance of the Project, or (c) the transportation, storage, disposal,
bioremediation, or other disposition of the above-mentioned substances.
5. No Representations as to Codes. Neither Donor nor any representative of
Donor has made any representations to Dome concerning tie cost of perfornung the Project,
and Donee is relying on Donee's own information to undertake and perform the Project.
6. Szsmalajgmeadrappigdpik Upon completion of the Project, Donee
shall, via a sworn statement and submission of copies of Contractor's paid invoices for
services performed in completing the Project, notify Decor that (a) the Project has been
completed in accordance with all applicable laws, regulations, and ordinances, (b) provide
the name(s) of the contractor(s) who performed the remediation, (c) state the date of the
Project's completion, and (d) state that the Project has been completed to the satisfaction of
any and all pertinent regulatory authorities and in accordance with the terms of this
Agreement.
7. Donor's Remedies Upon Wag& In the event the Donor has not received the
notice specified in paragraph 6, above, within 1 months (304) days hereof, then
Donor may, at its sole discretion and option, complete the Project, or Donor may require
Donee to complete the Project. Donee agrees and consents to Donor bringing an action for
specific performance requiring Dona to complete the Project, should Donee not timely
perform its obligations under this Agreement. In die event that Donor elects to complete the
Project, Donee shall and does hereby grant Donor, its agents, employee,, and contractors
access to the Property and Donee gives its explicit permission to Donor, its agents,
employees, and contractors, to perform any work required to complete the Project. Donee
shall pay any reasonable attorneys' fees of Donor to assert or enface Donor's rights ender
this paragraph 7.
CYWSONS ITAL RIMMIWATION AiIClaa9YT Lit SSM &7 43 Per 2
8. $ytan1. Donor and Donee agree that the covenants, representations and
agreements herein contained shall survive this transaction and filing of the associated
Quitclaim Deed.
9. f',ovemine Law. To the extent that it is not controlled by the laws of the
United States, this agreement shall be construed in accordance with and governed by the laws
of the State of Arkansas.
10. notices. Any notices, requests, demands, or other communications between
the parties hereto shall be in writing and deemed given when received, whether hand -
delivered or sent by certified or registered mail, postage prepaid, return receipt requested, to
such party at its address set forth below or at such other address as such party shall hereafter
furnish in writing:
If to Donor:
with a copy to:
If to Donee:
Resolution Trust Corporation, as Receiver
of First Federal Savings & Loan Association
of Fayetteville, Arkansas
4900 Main Street, P.O. Box 419570
Kansas City, Missouri 64141
ATTN: Michael L. McCord, Environmental Specialist
RTC Legal Division
7400 West 110th Street, Suite 400
Overland Park, Kansas 66410
ATTN: Roger L. Hood, Seder Attorney
Fred Hanna - Office of the Mayor
113 West Mountain
Fayetteville, Arkansas 72701
(501) 575-8313
11. . This Agreement, including any exhibits,
schedules and addenda attached hereto, constitutes the entire agreement between the parties.
With respect to the Project, there are no promises or other agreements, written or oral,
empress or implied, between the parties other than as set forth in this Agreennent. No change
or modification of, or waiver under, this Agreement shall be valid unless it is in writing and
signed by duly authorized representatives of Domes and Buyer.
orf WAWSTAL AWaef IONAST LsMarl flea, P .2
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CITY OF FAYETTEVILLE
REVIEW FORM
Please review the attached contract and/or change order between the City of Fayetteville and
Approval Signature Date
Comments
City Attorney
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Purchasing Manager
9=zg-?3
Budget Coordinator
Internal Auditor
ADA Coordinator
PROJECT: Ozark Theater Building
PROJECT MANAGER:
Fred
Administrative Services Director
Hanna
DEPARTMENT/DIVISION:
Ma y o r
Please review the attached contract and/or change order between the City of Fayetteville and
Approval Signature Date
Comments
City Attorney
1
Purchasing Manager
9=zg-?3
Budget Coordinator
Internal Auditor
ADA Coordinator
Department Director
Administrative Services Director
Mayor
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ACKNOWLEDGEMENT
STATE OF ARKANSAS
)sa.
COUNTY OF WASHINGTON )
On this day of , 19_, before me, appeared
, to me personally known, who bemg duly sworn, did say that s/he is
for Resolution Trust Corporation, Receiver of First Federal
Savings and Loan Association, Fayetteville, Arkansas, and that the instrument was signed for
the purposes therein contained on behalf of the corporation, and by authority of the corporation,
and s/he further acknowledged the instrument to be the free act and deed of the corporation as
Receiver of First Federal Savings and Loan Association, Fayetteville, Arkansas.
114 TESTIMONY WHEREOF,1 have hereunto set my hand and affixed my official seal
the day and year first above written.
Printed Name:
My Commission Expires:
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Notary Public
This instrument was prepared by: (Name Tax stalisments for the real property
and address of prepares) Scathed in this instrument should be sent
Legal Division to:
FamolutionarustSatinion
7400 Wei 110th Street
Suite 400
Overland Park KS 66210 Alter retarding, please return this document
to
Qin. DOM
tate tna CspeSs. Ls A naw
Las twist Ways 7, tllr.
IN WITNESS WHEREOF, this Qtutcbim Deed has been executed this day of _
19 .
Witnesses
(if required by local law):
RESOLUTION TRUST CORPORATION
Receiver of First Federal Savings and Loan
Association, Fayetteville, Arkansas
Printed Name: BY:
Date: Printed Name:
Title:
Pursuant to Power of Attorney
Printed Name: dated
Date:
a n.r
ltwddn Tet Oxprien, _o q omr
La Ronk a 7. 11110.
QUITCLAIM DEED
The RESOLUTION TRUST CORPORATION was appointed Receiver of First Federal
Savings and Loan Association, Fayetteville, Arkansas, on November 2, 1990, by Order No. 90-
1915 of the Office of Thrift Supervision pursuant to Section 5(d)(2) of the Home Owner's Loan
Act of 1933, as amended by Section 301 of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, 12 U.S.C. Section 1464(d)(2)(1989).
The RESOLUTION TRUST CORPORATION as Receiver of Fust Federal Savings and
Loan Association, Fayetteville, Arkansas, as Transferor, having a mailing address of 4900 Main
Street, P.O. Box 419570, Kausas City, Missouri 64141, for valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, does by these presents, remise, release, and
forever quitclaim unto the City of Fayetteville. Arkan$ai{Transferee, having a mailing
address of 113 West Mountain Fayetteville Arkansas 79701 ,and unto rhee heirs,
successors and assigns, all the interest of Transferor, if any, in and to the following described
land in Washington County, Arkansas, to -wit:
TO HAVE AND TO HOLD THE SAME, together with all and singular the rights,
privileges, appurtenances and immunities thereunto belonging or in any wise appertaining,
forever.
[This area inteationaily blank]
aieYi D.d
lima= rt,r Capfl X e err OSI
Ls aNWk Wake 7, 1993.
EXHIBIT A
A part of tne Southwest Quarter (SW 1/4) of the Northwes
Section Fifteen (15), Township Sixteen (16) North,
dRang
ebThirtyfol0) West
the 5th Principal Meridian, and more paEiihtlat„Yo (82) anfeet Nortn of tne
(NW :!v)
to -wit* Beginning at a point which is 9 Y _
Southwest corner of said Subdivision, and running,
North Ei;ht s xc�:
feat; thence East Two hundred Forty (240) feet;
feet; thence West Two Hundred Forty (240) feet to the place of oeginninq.
situate and being in the City of Fayetteville, County of Washimeton, and State
of Arkansas.
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12. Waiver. Neither party's waiver of the other's breach of any term, covenant or
condition contained in this Agreement shall be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition in this Agreement.
13. Cogaigroaal. This Agreement may be executed m one or more counterparts,
each of which shall be. deemed an original, but all of which shall constitute one and the same
instrument.
14. Severability. If any provision of this Agreement shall be detemmmed to be
mvand or unenforceable, the remaining provisions of this Agreement shall not be affected
thereby, and every provision of this Agreement shall remain in full force and effect and
enforceable to the fullest extent perrmtted by law.
15. Hudinga. The headings appearing in this Agreement are inserted only as a
matter of convenience and in no way define, limit, construe or describe the scope or intent of
any article or section of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and become effective as of the day and year first written above.
RESOLUTION TRUST CORPORATION
u Receiver of
First Federal Savings an, -roan Association
of Fayetteville, Arkansas
Donor
BY
Name:
Tide:
City of Fayetteville ,Donee
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BY
Name: Fred Hanna
Tule: Mayor
se. rtrCAMSrAL Ammm47pM Assurer tartemeed1140 Pea 4
NORTHCORP REALTY ADVISORS, INC.
September 22, 1993
Mr. Fred Hanna
The City of Fayetteville Arkansas
113 West Mountain
Fayetteville, AR 72701
Re: Ozark Theatre Building
2 N. College Avenue, Fayetteville, AR 72701
Asset Number 7207-072070005
Dear Mr. Hanna:
Enclosed is the hard copy of the Environmental Remediation Agreement between The City of
Fayetteville and Resolution Trust Corporation as Receiver for First Federal Savings and Loan
Association of Fayetteville.
Please execute and return the original to me so that I can have it executed. Please understand that
we too are under a deadline. We would like to have this closed no later than October 15, 1993.
Sincerely,
[Q-(/, cx(, (�
Barbara Day Allen
Asset Manager
BDA/Is
Da -79) X31
8080 Park Lane • Suite 700 • Dallas, Texas 75231 • Tel. 214/692-6892 • Fax 214/692-6479 or 214/691-4261
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Page 2
Memo: Fred Hanna
September 9, 1993
7 We only get a quit claim deed to the property.
Barbara Allen of the R.T.C. tells me that they
normally give a special warranty deed, but
since this a donation, the best they offer is
a quit claim deed. That means we get whatever
interest R.T.C. has in the property but they
are not guaranteeing what that interest
amounts to.
Barbara Allen further informs me that if this meets with our
approval we just need to notify her by letter to go forward and she
can close within about a week. Just let me know what, if anything,
further you want me to do.
JER/cbp
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F A Y E T T E V S L L E
LEGAL DEPARTMENT -
CITY ATTORNEY DIVISION
nErJkRTMEf rAL. CORRESPONDENCE
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f44.yU D. McCarty
clarlt. wrf.lon..a-P.ara.n
93-1313
TO: Fred Hanna, Mayor
FROM: Jerry E. Rose, City Attorney
DATE: September 9, 1993
RE: Environmental Remediation Agreement - R.T.C. - College
Avenue and Center Street property.
I received yesterday a copy of the proposed Environmental
Remediation Agreement between the City and Resolution Trust
Corporation. I have reviewed it at your request.
In plain language the agreement states in pertinent part:
1. We agree to remove and dispose of asbestos and
pigeon droppings plus eliminate the
instability of the building (either fix it or
take it down).
2. We pay for all this in exchange for the land
and building.
3. If anything goes wrong its our responsibility
and not R.T.C.'s. We indemnify and hold
R.T.C. harmless.
4 We have to notify R.T.C. and prove to them
we've completed our project.
5. We must complete the project within a certain
number of days (thath blank in this
agreement).
6. If we don't finish our project, the R.T.C. can
take us to court to make us finish or they can
finish it themselves. If they have to do any
of this, we agree to pay them for their
trouble including attorney fees.
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AGENDA REQUEST
For the Fayetteville City Council meeting of
September 21, 1993
PROS:
Jerry Rose
City Attorney General Gov't
Name Division
Department
COUNCIL ACTION REQUIRED:
Approval of an agreement between the City and Resolution Trust Corporation
for the Ozark Theatre Building, 2 North College Avenue, Fayetteville,
Arkansas.
COST TO CITY:
0
Cost of this Request
Account Number
Project Number
Category/Project Budget Category/Project Name
Funds Used To Date Program Name
Remaining Balance Fund
BUDGET REVIEW:
Budgeted Item Budget Adjustment Attached
Budget Coordinator Administrative Services Director
CONTRACT/LEASE REVIEW: GRANT APPLICATION REVIEW:
Accounting
C ty At orney
arta er Date
9 -7? -93
Date
Purchasing Officer Date
Internal Auditor Date Internal Auditor Date
STAPP RECOMMENDATION:
Division Head Date
Department Director Date
Administrative Services Director Date
Mayor Date
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CITY O F FAY E TT EV I LL E
113 WEST MOUNTAIN
FAY E TT EV I LL E, AR 72701
PHONE' (501) 376-8256
FAX NUMBER: (501) 576-8257
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