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HomeMy WebLinkAboutOrdinance 6420113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Ordinance: 6420 File Number: 2020-1055 BANK OF FAYETTEVILLE/DEPOT LOT SITE: AN ORDINANCE TO AMEND § 34.27 SALE OF MUNICIPALLY OWNED REAL PROPERTY TO AUTHORIZE THE SALE OF THE .2 ACRE PARCEL IN THE WEST AVENUE PARKING LOT, TO APPROVE REAL ESTATE PURCHASE CONTRACTS WITH THE FARMERS & MERCHANTS BANK, FAYETTEVILLE DEPOT, LLC, AND DICKSON & WEST INVESTMENTS, LLC TO PURCHASE ABOUT ONE HALF ACRE IN THE DEPOT/BANK LOT FOR $350,000.00, TO APPROVE A REAL ESTATE SALES CONTRACT WITH DICKSON & WEST INVESTMENTS, LLC FOR THE .2 ACRE LOT ON THE NORTH END OF THE WEST AVENUE PARKING LOT, TO AGREE TO CONVEY TO DICKSON & WEST INVESTMENTS, LLC THE OWNERSHIP OF ABOUT 14,000 SQUARE FEET OF THE BOTTOM FLOOR OF THE CITY'S PUBLIC PARKING DECK AND OTHER ITEMS, AND TO PASS AN EMERGENCY CLAUSE WHEREAS, City staff and Greg House, as managing member of Fayetteville Depot, LLC and Dickson & West Investments LLC, have long negotiated terms and conditions for this land purchase and lease -to -own agreement (which is now a real estate contract to sell city property) and have placed these terms within the Real Estate Purchase contracts included within this Agenda item or presented to the City Council; and WHEREAS, § 34.27 Sale of Municipally Owned Real Property of the Fayetteville Code must be amended to allow the change from a lease -to -own to an outright sale of City real property to be accomplished by the proposed Closing date of all the Real Estate Purchase contracts; and WHEREAS, the Farmers and Merchants Bank owns vital and necessary property needed for the proposed City Parking Deck and has offered to sell such property to the City for One Hundred Thousand Dollars ($100.000.00); and Page 1 Pdlnted on 3117121 Ordinance: 6420 File Number: 2020-1055 WHEREAS, City staff and Mayor Jordan recommend approval of these contracts which have been approved and signed by the Farmers and Merchants Bank, Fayetteville Depot, LLC, and Dickson and West Investments, LLC; and WHEREAS, these contracts include the purchase of a valuable building site on West Street, the purchase of a valuable building site in the future Civic Plaza along Dickson Street, the protection through conservation easement of part of the historic Depot building, and other terms and conditions which make competitive bidding for these purchases, conveyances, and agreements not reasonable or practical; and WHEREAS, to get the multi -story public parking deck constructed and operational so that the Civic Plaza can be constructed within the bond revenue time limits, all parties to this contract must have approved and signed the contracts by or on March 16, 2021, and this ordinance must be made to be immediately effective. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1 : That the City Council of the City of Fayetteville, Arkansas hereby amends §34.27 Sale of Municipally Owned Real Property of the Fayetteville Code by enacting a new (E) as follows: "(E) The City Council may sell City owned parcels in the West Avenue Parking Lot (a/k/a Cultural Arts Plaza) by majority vote and without any of the procedures specified or required in (A), (B), and (C). Section 2: That the City Council of the City of Fayetteville, Arkansas hereby determines that the complexity of these interrelated contracts, the need to complete this bond funded project promptly, and the requirement that the deck location be near the Walton Arts Center renders normal competitive bidding not reasonable or practical and therefore waives formal competitive bidding, approves all of the contracts included within the Agenda Item or presented to the City Council and authorizes Mayor Jordan to sign these contracts as well as all documents necessary to carry out the terms and conditions of these contacts. Section 3. Emergency Clause. That the City Council of the City of Fayetteville, Arkansas hereby determines that the need to get the City's public parking deck under construction as soon as possible to avoid potential problems with bond revenue spending requirements and to expedite the beneficial construction of the Civic Plaza is necessary for the peace, health and safety of our citizens, residents and visitors; therefore, the City Council declares that an emergency exists and determines this ordinance shall be effective immediately upon its passage and approval. Page 2 Printed on 3117121 Ordinance: 6420 File Number: 2020-1055 PASSED and APPROVED on 3/16/2021 Attest: Iiiirrrii 2 CITY vim•• 0�.9JG Kara Paxton, City Clerk TreasuT!g,.•gYf7EV/4AE • 9 :s •5 .•NSA "iGTON COVN��•�`� ",,,,ON Page 3 Printed on 3117121 City of Fayetteville, Arkansas 113 West Mountain Street � Fayetteville, AR 72701 -� (479) 575-8323 Text File File Number: 2020-1055 Agenda Date: 3/16/2021 Version: 1 Status: Passed In Control: City Council Meeting File Type: Ordinance Agenda Number: 3.2 BANK OF FAYETTEVILLE/DEPOT LOT SITE: AN ORDINANCE TO AMEND § 34.27 SALE OF MUNICIPALLY OWNED REAL PROPERTY TO AUTHORIZE THE SALE OF THE .2 ACRE PARCEL IN THE WEST AVENUE PARKING LOT, TO APPROVE REAL ESTATE PURCHASE CONTRACTS WITH THE FARMERS & MERCHANTS BANK, FAYETTEVILLE DEPOT, LLC, AND DICKSON & WEST INVESTMENTS, LLC TO PURCHASE ABOUT ONE HALF ACRE IN THE DEPOT/BANK LOT FOR $350,000.00, TO APPROVE A REAL ESTATE SALES CONTRACT WITH DICKSON & WEST INVESTMENTS, LLC FOR THE .2 ACRE LOT ON THE NORTH END OF THE WEST AVENUE PARKING LOT, TO AGREE TO CONVEY TO DICKSON & WEST INVESTMENTS, LLC THE OWNERSHIP OF ABOUT 14,000 SQUARE FEET OF THE BOTTOM FLOOR OF THE CITY'S PUBLIC PARKING DECK AND OTHER ITEMS, AND TO PASS AN EMERGENCY CLAUSE WHEREAS, City staff and Greg House, as managing member of Fayetteville Depot, LLC and Dickson & West Investments LLC, have long negotiated terms and conditions for this land purchase and lease -to -own agreement (which is now a real estate contract to sell city property) and have placed these terms within the Real Estate Purchase contracts included within this Agenda item or presented to the City Council; and WHEREAS, § 34.27 Sale of Municipally Owned Real Property of the Fayetteville Code must be amended to allow the change from a lease -to -own to an outright sale of City real property to be accomplished by the proposed Closing date of all the Real Estate Purchase contracts; and WHEREAS, the Farmers and Merchants Bank owns vital and necessary property needed for the proposed City Parking Deck and has offered to sell such property to the City for One Hundred Thousand Dollars ($100.000.00); and WHEREAS, City staff and Mayor Jordan recommend approval of these contracts which have been approved and signed by the Farmers and Merchants Bank, Fayetteville Depot, LLC, and Dickson and West Investments, LLC; and WHEREAS, these contracts include the purchase of a valuable building site on West Street, the purchase of a valuable building site in the future Civic Plaza along Dickson Street, the protection through conservation easement of part of the historic Depot building, and other terms and conditions which make competitive bidding for these purchases, conveyances, and agreements not reasonable or practical; and City of Fayetteville, Arkansas Page 1 Printed on 311712021 File Number 2020-1055 WHEREAS, to get the multi -story public parking deck constructed and operational so that the Civic Plaza can be constructed within the bond revenue time limits, all parties to this contract must have approved and signed the contracts by or on March 16, 2021, and this ordinance must be made to be immediately effective. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1 : That the City Council of the City of Fayetteville, Arkansas hereby amends §34.27 Sale of Municipally Owned Real Property of the Fayetteville Code by enacting a new (E) as follows: "(E) The City Council may sell City owned parcels in the West Avenue Parking Lot (a/Wa Cultural Arts Plaza) by majority vote and without any of the procedures specified or required in (A), (B), and (C)." Section 2: That the City Council of the City of Fayetteville, Arkansas hereby determines that the complexity of these interrelated contracts, the need to complete this bond funded project promptly, and the requirement that the deck location be near the Walton Arts Center renders normal competitive bidding not reasonable or practical and therefore waives formal competitive bidding, approves all of the contracts included within the Agenda Item or presented to the City Council and authorizes Mayor Jordan to sign these contracts as well as all documents necessary to carry out the terms and conditions of these contacts. Section 3. Emergency Clause. That the City Council of the City of Fayetteville, Arkansas hereby determines that the need to get the City's public parking deck under construction as soon as possible to avoid potential problems with bond revenue spending requirements and to expedite the beneficial construction of the Civic Plaza is necessary for the peace, health and safety of our citizens, residents and visitors; therefore, the City Council declares that an emergency exists and determines this ordinance shall be effective immediately upon its passage and approval. City of Fayetteville, Arkansas Page 2 Printed on 311712021 Legistar ID No.: 2020- 1 055 AGENDA REQUEST FORM FOR: Council Meeting of December 1, 2020 FROM: Mayor Lioneld Jordan ORDINANCE OR RESOLUTION TITLE AND SUBJECT: AN ORDINANCE TO APPROVE A CONTRACT WITH THE BANK OF FAYETTEVILLE, GREG HOUSE, FAYETTEVILLE DEPOT, LLC (AND POSSIBLY TED BELDEN) TO PURCHASE ABOUT ONE HALF ACRE IN THE DEPOT/ BANK LOT FOR $350,000.00, TO APPROVE A LEASE -TO -OWN ARRANGEMENT WITH GREG HOUSE FOR THE .2 ACRE LOT ON THE NORTH END OF THE CIVIC PLAZA, TO AGREE TO CONVEY TO GREG HOUSE THE OWNERSHIP OF ABOUT 14,000 SQUARE FEET OF THE BOTTOM FLOOR OF THE CITY'S PUBLIC PARKING DECK AND OTHER ITEMS, AND TO PASS AN EMERGENCY CLAUSE rux AGENDA: Mayor L' eId orlon City Attorney I t Williams lir _4._ 2 -1 , Z �� Date NEWLY REVISED PACKET 03/16/21 Branson, Lisa From: Norton, Susan Sent: Monday, March 15, 2021 2:54 PM To: Branson, Lisa Subject: FW: Parking Deck Documentation - Signed! Attachments: City and Dickson & West Real Estate Contract - Civic Plaza Land Revised 3-2-21.pdf; Sig Page for Dickson & West, Civic Plaza contract, 3-10-21.PDF; Contract City of Fayetteville - Fayetteville Depot FINAL, 2-15-21.pdf; Signature pages City Deck.pdf; Bank Executed Contract 3.12.21.pdf Lisa - Attached please find all documentation regarding the deck contract to be discussed tomorrow night. This is the entire set of documentation regarding the contractual terms of the public private partnership and completely replaces all that is currently in the packet except for Wade's memo. There are three separate contracts with signatures. • Contract with Fayetteville Depot LLC for the Civic Plaza Building with signature page • Contract with Fayetteville Depot LLC for the land and terms for constructing the deck with signature page • Contract with Farmers and Merchants Bank for the land we are purchasing from them with signature page Thanks! Susan Susan Norton Chief of Staff City of Fayetteville, AR 479-575-8330 CITY OF FAYETTEVILLE %PF ARKANSAS MEETING OF DECEMBER 1, 2020 TO: Mayor and City Council THRU: Susan Norton, Chief of Staff Paul Becker, Chief Financial Officer CITY COUNCIL MEMO FROM: Wade Abernathy, Director Bond and Construction Projects DATE: 11 /24/2020 SUBJECT: Approval of a contract between Bank of Fayetteville/Depot Lot site for Public Parking Deck. RECOMMENDATION: Staff recommends approval of the contract which will authorize land purchase for the Replacement Parking Deck allowing the project to move forward and expedite the completion prior to beginning the Arts Corridor Civic Plaza Project. BACKGROUND: In April 2019, Fayetteville voters approved question 8 on the bond initiative for the new cultural arts corridor and replacement parking. Phase 1 Bonds allocated $20,016,970 for this first phase of the CAC and replacement parking. In January 2020, Council approved the mayor to sign a letter of intent with Sage Partners LLC for the purchase of .6 acres for a parking deck and conveyance of .2 acres on the north side of the plaza. February 2020, council was presented with contract terms for consideration. In May of 2020, Council approved an Engineering Services contract with Olsson Engineering for the Design of the Replacement Parking Deck May 2020, Council was presented individually concept designs and contract terms. June 2020, Council was presented at Agenda Session with Schematic Drawings of the Deck and updated contract terms. In June of 2020, Council Approved Change Order #2 for the CMAR services for the Replacement parking deck with Nabholz. Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 DISCUSSION: Over the past several months there has been many meetings, discussions and negotiations between Administration, Staff, City Attorney, Developers, Developers Attorney and Walton Arts Center. Those countless hours and hard work have resulted in a Contract that is a fair deal for the parties involved. The terms in this contract have included many of Individual Council member's items requested terms, as well as City Attorney Kit William's additional terms to best serve the City's Interest. Some of those terms include: • Conservation Easement for the Historic Portion of the Train Depot. • 7 years protection of the Arsaga's Building with no build over. • Enhancement of Arsaga's building. • Option to Purchase trail plaza section for trail/rail/and future mobility hub and verbiage for the time frame for that purchase of 7 years. • Lease to purchase agreement of north plaza space allows the City to maintain ownership of property for 4 years after completion of the deck and start of plaza. • Deck Liner to include 2000 sq.ft. PD substation owned by City. • 330 spaces to include 290 replacement parking spaces. • Verbiage to address time frame for 6`h and 7" floor completions in 10 years • Civic plaza building design acceptable to the City • Transit Hub Bus Stops at Dixson and West Ave. BUDGET/STAFF IMPACT: N/A REAL ESTATE PURCHASE CONTRACT THIS REAL ESTATE PURCHASE CONTRACT (this "Contract") is made and executed as of thel— I day of March, 2021, by and between CITY OF FAYETTEVILLE, ARKANSAS ("Seller"), and DICKSON & WEST INVESTMENTS LLC ("Buyer"). WHEREAS, subject to the terms and conditions of a certain Real Estate Purchase Contract, dated of even date herewith (the "Parking Deck Contract"), Fayetteville Depot, LLC ("FD"), an affiliate of Buyer, has agreed to sell certain real estate to Seller located at 550 W. Dickson Street, Fayetteville, Washington County, Arkansas, being a portion of parcel number 765-12875-000 (the "Parking Deck Property"); and WHEREAS, as set forth in the Parking Deck Contract, FD's obligation to sell the Parking Deck Property to the Seller is subject to the Seller selling that certain real estate to Buyer containing approximately one fifth of an acre (as described on Exhibit A) on the north side of that certain parcel of real estate currently owned by Seller on Dickson Street (and commonly referred to as the Walton Art Center parking lot), and being a portion of parcel numbers 765-01745-002 and 765-01739-000 (the "Property"). NOW THEREFORE, in consideration of the mutual covenants stated herein, Buyer and Seller hereby agree as follows: 1. THE PROPERTY For the price and upon and subject to the terms, conditions and provisions set forth in this Contract, Seller shall sell and convey to Buyer and Buyer shall purchase from Seller that certain real estate owned by Seller located at 550 W Dickson, Fayetteville, Washington County, Arkansas, being a portion of parcel number 765-12875-000 (the "Property"), and as more particularly described on Exhibit A attached hereto, together with all Seller's rights, title and interest in all public and private streets, roads, avenues, alleys and passageways, and all and singular the estates, rights, privileges, easements and appurtenances belonging or in any way appertaining to the Property. 2. PURCHASE PRICE Purchase Price. The purchase price for the Property ("Purchase Price") shall be Two Hundred Sixty Three Thousand Dollars ($263,000.00); provided, however, the Purchase Price shall be paid in thirty-six (36) monthly payments from Buyer to Seller of Seven Thousand Three Hundred Five Dollars ($7,305.00) beginning on the third anniversary of the date of the COO Date (as defined in paragraph 30); provided, however, that Seller may waive and release Buyer from all or a portion of the Purchase Price pursuant to the conditions contained in Paragraph 30(G). If only a portion of the Purchase Price is waived pursuant to the provisions of Paragraph 30(G), then monthly payments shall be adjusted to reflect a payment amount necessary to pay the balance of the Purchase Price amortized over a period of thirty-six (36) months. 3. DEED On the Closing Date, Seller shall execute a deed to sell and convey to Buyer good and marketable title to the Property by special warranty deed in the form reasonably prescribed by 8360698.3 Buyer (the "Deed"), subject to no liens, claims, or encumbrances ("Encumbrances"), except for (a) liens for ad valorem taxes that are not yet due and payable and (b) those title and survey exceptions either waived or approved in writing by Buyer after Buyer's review of the Commitment, Survey (as those terms are hereinafter defined), and legible copies of all title exception documents identified on the Commitment and Survey (the "Permitted Exceptions"). Title to the Real Property as aforesaid shall be insured by the Title Company as provided in Section 5. 4. SURVEY Buyer will order an ALTA survey (the "Survey") within five (5) days of the execution of this Contract. Buyer and Seller will each pay one-half of the cost of the Survey. The Survey will include the location and boundaries of the Property. The Survey and the boundary lines of the areas surveyed therein shall be subject to the mutual agreement of Buyer and Seller. 5. TITLE INSURANCE Commitment and Title Policy. Within five (5) business days after the date of this Contract, Buyer will order a title insurance commitment (the "Commitment") from City Title & Closing, LLC, Fayetteville, Arkansas (the "Title Company") pursuant to which the Title Company shall agree to issue to Buyer, an ATLA owner's policy of title insurance (the "Title Policy") in the amount of the Purchase Price, insuring marketable fee simple title to the Real Property in Buyer upon recording of the Deed. Seller's Title Documents. Seller shall, at Seller's sole expense, execute, acknowledge, and deliver or cause to be executed, acknowledged and delivered to the Title Company, on or before the Closing Date, such affidavits and other documents approved by the Seller, to the extent reasonably available to Seller, as the Title Company shall require as a condition to issuance of the Title Policy in the form herein provided (collectively, "Seller's Title Documents"). 6. TITLE AND SURVEY DEFECTS Buyer shall have ten (10) days from the receipt of the Title Commitment and copies of documents constituting exceptions to title and the Survey to examine the same and to specify to Seller in writing any matters which Buyer finds objectionable (the "Encumbrances"). Seller shall have thirty (30) days to cure or remove all Encumbrances at its cost and expense. If Seller fails to cause all of the Encumbrances to be removed within such 30-day period or if Seller notifies Buyer of its decision not to cure or remove some or all of the Encumbrances, Buyer's remedy shall be to: (i) Terminate this Agreement by giving Seller written notice thereof; (ii) Agree to extend additional time to Seller to cure or remove all Encumbrances; or (iii) Elect to purchase the Property subject to the Encumbrances and the Encumbrances not so removed or cured shall be deemed Permitted Exceptions and the Purchase Price shall not be reduced by any amount. 2 8360698.3 7. INVESTIGATION BY BUYER Buyer has the right to conduct such due diligence as Buyer deems necessary in Buyer's sole discretion from the date of the execution of this agreement and continuing through five (5) business days prior to Closing; provided, however, Buyer may not conduct any intrusive testing in the subsurface soil or take any bore samples without the prior, written consent of the Seller. If Buyer, in its sole discretion is not satisfied with the results of its due diligence, Buyer may terminate this Contract at any time prior to Closing by providing written notice to Seller, whereupon this Contract shall be terminated and neither party shall have any further obligation to the other party. 8. REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer the following through the date hereof and as of the Closing Date to the best of Seller's knowledge: 8.1 Except as disclosed to Purchaser in writing, there are no unrecorded leases, arrangements, agreements, understandings, options, contracts, or rights of first refusal affecting or relating to the Property in any way. 8.2 Seller represents and warrants that at the time of acceptance hereof and at Closing, Seller is not a "foreign person" as such term is defined in Section 1445(f) of the Internal Revenue Code of 1954. 8.3 There are no actions, suits, lawsuits, proceedings, or claims affecting any part of the Property, or affecting Seller with respect to the ownership, occupancy, use, or operation of any part of the Property pending in or before any court, agency, commission, or board. 8.4 No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or State bankruptcy laws is pending against Seller. 8.5 Seller has not received notice from any governmental authority, stating that the Property is currently in violation of any zoning, environmental, or other land use regulations or in violation of any required licenses, registrations, certificates, permits, approvals, or other governmental authorizations relating to the use and operation of the Property. If Seller receives such a notice prior to Closing, Seller shall promptly notify Buyer of such a notice and deliver a copy thereof to Buyer. 8.6 Seller has not received any notice relating to its period of ownership of the Property that the Property is in violation of any applicable governmental law, regulation, or requirement relating to environmental or occupational health and safety matters or Hazardous Substances ("Environmental Laws"). As used in this Agreement, the term "Hazardous Substances" means any and all substances, materials, and wastes which are regulated as hazardous or toxic under applicable local, state, or federal law or which are classified as hazardous or toxic under applicable Environmental Laws. 8.7 Seller has not stored, processed, or disposed of hazardous or toxic substances on the Property. 8.8 No underground storage tanks are located on the Property. 3 8360698.3 "Seller's knowledge" means the actual knowledge of Mayor Lionel Jordan without any duty of inquiry or investigation. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENT DELIVERED BY SELLER, (A) BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER IN CONNECTION WITH THE PROPERTY OR THIS TRANSACTION, (B) SELLER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE PROPERTY "AS IS", "WHERE IS", AND "WITH ALL FAULTS" ON THE CLOSING DATE, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD PARTY, AND (C) SELLER DOES NOT, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND SELLER WILL NOT, BY THE EXECUTION AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION WITH CLOSING, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. 9. TAXES AND ASSESSMENTS Seller shall pay all real estate taxes and current installments of assessments, if any, for the year 2020. All real estate taxes and assessments, if any, levied against the Property for the year 2021, shall be prorated between Buyer and Seller as of the Closing Date based upon the latest available information. 10. CLOSING COSTS AND ADJUSTMENTS Seller's Costs. Seller shall pay the cost of (1) one-half of the documentary stamps; (2) the cost of the title insurance policy; (3) one-half the Title Company's closing fee and document preparation fee; (4) the Title Company's title search fee; (5) all certificates, instruments and documents which Seller is required to deliver or cause to be delivered; (6) one-half of the Survey; and (7) its legal fees and expenses. Buyer's Costs. Buyer shall pay the cost of (1) one-half of the documentary stamps; (2) one-half the Title Company's closing fee and document preparation fees; (3) all certificates, instruments and documents which Buyer is required to deliver or cause to be delivered; (4) Buyer's legal fees and expenses; and (5) one-half of the Survey. Closing Adjustments. The following adjustments shall be made at the Closing: Taxes and assessments as set forth in Section 9 of this Contract. If at any time any of the amounts to be apportioned under this Section 10 hereof cannot be calculated with complete precision because the amount or amounts of one or more items included 4 8360698.3 in such calculation are not then known, such calculations shall be made on the basis of a reasonable estimate by Seller and Buyer of the amount or amounts of the item or items in question, based upon the previous amounts paid with respect to the Property, if any. 11. CONDEMNATION AND CASUALTY If, prior to the Closing Date, all or any part of the Property shall be condemned by governmental or other lawful authority, Buyer shall have the option, exercised by delivery to Seller of written notice of such election on or before the fifteenth (15th) business day following the date on which Buyer receives from Seller written notice of such condemnation, or the Closing Date, whichever last occurs, of either (a) completing this transaction, in which event (i) there shall be no reduction of the Purchase Price, (ii) Seller shall have no duty to repair or restore, (iii) Seller shall pay to Buyer all condemnation proceeds received by Seller with respect to such condemnation, and (iv) Seller shall assign to Buyer all rights of Seller in and to such condemnation proceeds, or (b) cancelling this Contract. If the Property, or any portion thereof, is damaged or destroyed by fire or other casualty prior to Closing, then, at the option of Buyer, exercised by delivery to Seller of written notice of such election on or before the fifteenth (15th) business day following the date on which Buyer receives from Seller written notice of such damage or destruction, or the Closing Date, whichever last occurs, this Contract shall terminate. In the event Buyer does not elect to terminate the Contract, this Contract shall remain in full force and effect without abatement of the Purchase Price except that Seller, at Closing, shall transfer and assign to Buyer all of Seller's right, title and interest in and to the insurance proceeds when, as, and if received by Seller by reason of such damage or destruction, and shall convey the Property to Buyer subject to such casualty. Seller shall furnish to Buyer such documents, reasonable cooperation and assistance as Buyer requires in order for Buyer to process any insurance claim. 12. LEASES AND OTHER AGREEMENTS During the period from the date of this Contract to and including the Closing Date, Seller shall not, without the prior written consent of Buyer enter into a lease of the Property that has a term extending beyond the Closing Date. 13. CLOSING Closing Date. Provided all conditions to closing set forth in paragraph 29 of this Contract have been satisfied or waived by Buyer and Seller, and this Contract has not been terminated in accordance with the provisions herein set forth, the transaction contemplated herein shall close on April 1, 2021, or such other date as is mutually agreeable to Seller and Buyer. Such date for the closing of title is herein called the "Closing Date" or such occurrence is called the "Closing" or "closing". Seller's Deliverables. On or before the Closing Date, Seller shall deliver or cause to be delivered to the Title Company the following items, to the extent in Seller's possession and to the extent not previously provided to Buyer: (a) Special Warranty Deed; and (b) Seller's Closing Statement and such other documents as Title Company may require at Closing and which are approved by the Seller. 8360698.3 Buyer's Deliverables. On or before the Closing Date, Buyer shall deliver or cause to be delivered to the Title Company the following: (a) by federal wire transfer of funds to the Title Company's escrow account an amount equal the aggregate amount of closing costs for which Buyer is responsible as provided herein, all as shown on Buyer's closing statement; (b) and Buyer's Closing Statement and such other documents as Title Company may require at Closing. 14. POSSESSION Exclusive possession of the Property shall be delivered to Buyer on the Closing Date. 15. BROKERAGE Seller hereby represents and warrants that it has not engaged the services of any real estate agent, broker or firm in connection with the Property or this real estate transaction except Sage Partners. Seller shall pay all fees owed to Sage Partners in connection with this transaction and shall hold Buyer harmless thereon. Buyer hereby represents and warrants that it has not engaged the services of any real estate agent, broker or firm in connection with the Property or this real estate transaction. 16. SURVIVAL Except as otherwise set forth herein, all warranties, representations, covenants, obligations and agreements contained in this Contract shall survive the closing hereunder and the transfer and conveyance of the Property and any and all performances hereunder for a period of three (3) months. 17. TIME Time is of the essence of this Contract. 18. NO WAIVER Except as herein expressly provided, no waiver by a party of any breach of this Contract or of any warranty or representation hereunder by the other party shall be deemed to be a waiver of any other breach by the other party (whether preceding or succeeding and whether or not of the same or similar nature), and no acceptance of payment or performance by a party after any breach by the other party shall be deemed to be a waiver of any breach of this Contract or of any representation or warranty hereunder by such other party, whether or not the first party knows of such breach at the time it accepts such payment or performance. No failure or delay by a party to exercise any right it may have by reason of the default of the other party shall operate as a waiver of default or modification of this Contract or shall prevent the exercise of any right by the first party while the other party continues to be so in default. 19. INSTRUMENTS IN WRITING No agreement, consent, approval, notice, amendment, modification, understanding, or waiver of or with respect to this Contract or any agreement, instrument, or document entered into 6 8360698.3 pursuant to or with respect to this Contract, or any term, provision, covenant, or condition hereof or thereof, nor any approval or consent given under or with respect to any of the foregoing, shall be effective for any purpose unless contained in a writing signed by the party against which such agreement, amendment, modification, understanding, waiver, approval or consent is asserted. 20. SUCCESSORS AND ASSIGNS This Contract shall inure to the benefit of and be binding upon the successors and assigns of the parties. 21. NOTICES Any and all notices, requests, demands, or other communications hereunder shall be deemed to have been duly given if in writing and if transmitted by hand delivery with receipt therefor, by facsimile delivery (with confirmation by hard copy), by overnight courier, or by registered or certified mail, return receipt requested, first class postage prepaid addressed as follows (or to such new address as the addressee of such a communication may have notified the sender thereof) (the date of such notice shall be the date of actual delivery to the recipient thereof): If to Seller: City of Fayetteville Attn: Mayor's Office 113 W. Mountain Street Fayetteville, AR 72701 Mayorgfayettev i 1 le-ar.gov With a copy to: Vicki Bronson Conner & Winters, LLP 4375 N. Vantage Dr., Suite 405 Fayetteville, AR 72703 vbronson@cwlaw.com If to Buyer: Fayetteville Depot, LLC Attn: Greg House 217 N. East Avenue Fayetteville, Arkansas 72701 With a copy to: Friday, Eldredge, & Clark, LLP 3350 S. Pinnacle Hills Pkwy., Suite 301 Rogers, Arkansas 72758 Attn: Jason N. Bramlett ibramlett@fridayfirm.com Either party may designate a different address or addresses for itself by notice similarly given. Any notice given by registered or certified mail shall be deemed to have been given on the third day after the same is deposited in the mail, and any notice not so given shall be deemed to have been given upon receipt of the same by the party to whom the same is to be given. 22. ENTIRE AGREEMENT 8360698.3 This Contract contains the entire agreement with respect to the transactions contemplated herein, and there are no other terms, conditions, promises, understandings, statements, or representations, express or implied, concerning the same, and neither party is relying on any representation or statement not specifically contained herein. 23. GOVERNING LAW This Contract shall be governed by and construed in accordance with the laws of the State of Arkansas. 24. ESTOPPEL Each party confirms and agrees that (a) it has read and understood all of the provisions of this Contract; (b) it has negotiated with the other party at arm's length with equal bargaining power; and (c) it has been advised by competent legal counsel of its own choosing. 25. JOINT PREPARATION This Contract is deemed to have been jointly prepared by the parties hereto, and any uncertainty or ambiguity existing herein, if any, shall not be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm's length agreements. 26. ASSIGNMENT Neither party may assign this contract without the prior written consent of the other party. 27. WAIVER OF JURY TRIAL TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS CONTRACT. 28. ATTORNEYS FEES If either party is required to bring litigation to enforce its rights under this contract, the prevailing party shall be entitled to recover its attorney's fees and costs, including expert witness fees. 29. CONTINGENCIES The parties' obligations hereunder are conditioned upon satisfaction of the following conditions on or prior to Closing: A. Seller successfully entering into and closing on a contract with Farmers & Merchants Bank for the purchase of certain real estate which is adjacent to the Parking Deck Property and owned by Farmers & Merchants Bank (the "FMB Contract"). Closing on the FMB Contract is to occur simultaneously with Seller closing on the Parking Deck Property. B. Buyer and Seller's approval of the Survey. C. FD's and Seller's approval of a master deed and bylaws for a Horizontal Property Regime ("HPW') for the Parking Deck to be drafted by Seller's counsel. 8 8360698.3 D. Buyer and Seller's approval and execution of a Development Agreement concerning the Parking Deck as more particularly described in Paragraph 31 of the Parking Deck Contract. E. FD's approval and execution of the Conservation Easement, as more particularly described in Paragraph 30(B) of the Parking Deck Contract F. FD's and Seller's approval and execution of the Cross Easements, as more particularly described in Paragraph 32 of the Parking Deck Contract G. FD's and Seller's execution of the Parking Deck Contract and the simultaneous closing of the transaction set forth herein with respect to the Property. 30. CIVIC PLAZA BUILDING As set forth in 2 hereof, the Purchase Price shall be waived if the Buyer constructs a building (the "Civic Plaza Building") on the Property in accordance with the following conditions: A. The Civic Plaza Building (A) will be designed so that the ground floor can be operated by one or more tenants whose business offers or accommodates retail, restaurant, or commercial uses and at least one tenant offering food or beverage service which is oriented toward the Civic Plaza or (B) shall be constructed in material conformance with the design presented by Rob Sharp, a copy of which is attached as Exhibit B. B. The development, design, and construction of the Civic Plaza Building must comply with all local, state, and federal building codes, ordinances, rules, laws, and regulations, including Seller's building codes, ordinances, rules, laws, and regulations. C. Buyer shall indemnify and hold Seller harmless against all claims, charges, costs, damages, or expenses arising from Buyer's construction and occupancy of the Civic Plaza Building. D. No materials, staging, lay down, or construction area utilized in completion of the Civic Plaza Building shall be located on Seller's property or Seller's rights of way, unless approved by Seller in writing, nor shall construction of the Civic Plaza Building impede or interfere in any manner with Seller's use and occupancy of any of its property. E. Seller agrees to pay one-half of the costs for utility infrastructure to serve the Civic Plaza Building. F. Buyer shall be responsible for all costs of design and construction of the Civic Plaza Building other than the portion of the utility infrastructure costs which Seller agreed to pay in paragraph F. G. Seller will waive and release Buyer from the Purchase Price in full if the Civic Plaza Building is completed to a "black box" finish no later than two (2) years after the date the City receives a Certificate of Occupancy ("COO Date") for each unit it owns in the Parking Deck. If the Civic Plaza Building is not completed to a black box finish within two years of the COO Date then Seller will waive and release Buyer from the Purchase Price according to the following time periods and amounts: 9 8360698.3 i. If the Civic Plaza Building is completed to a black box finish between the second and third annual anniversary of the COO Date, Seller will waive and release Buyer from ninety percent (90%) of the Purchase Price; ii. If the Civic Plaza Building is completed to a black box finish between the third and fourth annual anniversary of the COO Date, Seller will waive and release Buyer from eighty percent (80%) of the Purchase Price; iii. If the Civic Plaza Building is completed to a black box finish between the fourth and the fifth annual anniversary of the COO Date, Seller will waive and release Buyer from seventy percent (70%) of the Purchase Price; iv. If the Civic Plaza Building is not completed to a black box finish within five (5) years of the COO Date, then no portion of the Purchase Price will be waived or released and Buyer shall pay Seller the Purchase Price in full no later than thr date that is seven years after the COO date. H. In the event that the Buyer has not constructed`the Civic Plaza Building within ten (10) years from the COO Date, the Seller shall have the right to acquire the Property from the Buyer for a purchase price equal to the Purchase Price. For purposes hereof, the term "black box" shall mean that the exterior of the Civic Plaza Building will be completely finished with all doors, windows and exterior finishes fully installed, all utilities installed to be accessible to the interior of the building and ready for final installation. Buyer agrees to use its best commercially reasonable efforts to have the Civic Plaza Building occupied and open for business as soon as reasonably practical. The terms and conditions of this paragraph 30 shall survive Closing and the filing of the Deed [Remainder of this page is left intentionally blank.] 10 8360698.3 IN WITNESS WHEREOF, the parties have executed this Contract as of the date first above written. SELLER: CITY OF FAYETTEVILLE, ARKANSAS d Jordon, M Date: ATTEST: �,���r r rr rrrrrr G�E R K Kara Paxton, City Clerk -Treasures 0;'•�Gs - FAYEI?EV : m s•F CN COU 8360698.3 8360698.2 EXHIBIT A Legal Description of Property A part of the Northwest Quarter (NW 1 /4) of the Northeast Quarter (NE 1 /4) of Section 16, Township 16 North, Range 30 West, in the City of Fayetteville, Washington County, Arkansas being more particularly described as follows: Commencing at the Northwest Corner of a parcel described in Book 1387, Page 141 said point being the intersection of the South Right -of -Way Line of Dickson Street and the East Right of Way Line of Arkansas and Missouri Railroad. Thence S87°05'47"E along said Right -of -Way line, 5.30 feet; Thence S02°54' 13"W, 10.00 feet to the point of beginning; Thence S87°05'47"E parallel to and 10.00 feet South of said South Right -of -Way line, 145.89 feet; Thence S30°54'13"W, 64.35 feet; Thence N59°05'47"W, 18.62 feet; Thence N87°05'47"W, 67.73 feet; Thence S02°54' 13"W, 14.64 feet; Thence N87°05'47"W, 22.01 feet; Thence NO2°54' 13"E, 23.79 feet; Thence N87°05'47"W, 9.50 feet; Thence NO2°54'1311E, 38.93 feet to the point of beginning. Containing 0.2 acres more or less. 13 8360698.3 EXHIBIT B Fayetteville Food Hall Conceptual Presentation by Houses, Inc. and Rob Sharp 14 8360698.3 REAL ESTATE PURCHASE CONTRACT THIS REAL ESTATE PUWHEIWNTRACT (this "Contract") is made and � executed as of the 1day of �1, y and between CITY OF FAYETTEVILLE, ARKANSAS ("Buyer"), FAYETTEVILLE DEPOT, LLC ("Seller"), and DICKSON & WEST INVESTMENTS LLC ("New Entity"). WHEREAS, Buyer and the Citizens of Fayetteville have approved plans to purchase real estate necessary for the construction of a public parking facility ("Parking Deck") to enhance and as part of the Cultural Arts Corridor; and WHEREAS, Buyer, through its consultants and other professionals, has identified real estate owned by Seller as more fully described herein as suitable for construction of the Parking Deck; and WHEREAS, subject to the terms and conditions of this Contract, Seller desires to sell the following described real estate to Buyer and to participate as a developer to construct and enhance certain improvements located in the Cultural Arts Corridor and in the Parking Deck; and WHEREAS, Seller's participation as a developer in the Parking Deck and in the Cultural Arts Corridor is beneficial to Buyer because Buyer will have more flexibility in authorizing use of space within the Parking Deck, and it will generate additional sales tax revenue for Buyer, improve the pedestrian experience along West Avenue, and reduce Buyer's expense for construction of the Parking Deck, as well as other benefits. NOW THEREFORE, in consideration of the mutual covenants stated herein, Buyer and Seller hereby agree as follows: 1. THE PROPERTY For the price and upon and subject to the terms, conditions and provisions set forth in this Contract, Seller shall sell and convey to Buyer and Buyer shall purchase from Seller that certain real estate owned by Seller located at 550 W Dickson, Fayetteville, Washington County, Arkansas, being a portion of parcel number 765-12875-000 (the "Property"), and as more particularly described on Exhibit A and as depicted in Exhibit B, each being attached hereto, together with all Seller's rights, title and interest in all public and private streets, roads, avenues, alleys and passageways, and all and singular the estates, rights, privileges, easements and appurtenances belonging or in any way appertaining to the Property. 2. PURCHASE PRICE Purchase Price. The purchase price for the Property ("Purchase Price") shall be Two Hundred Fifty Thousand Dollars ($250,000.00) to be paid in cash at Closing. 3. DEED On the Closing Date, Seller shall execute a deed to sell and convey to Buyer good and marketable title to the Property by special warranty deed in the form reasonably prescribed by Buyer (the "Deed"), subject to no liens, claims, or encumbrances ("Encumbrances"), except for (a) liens for ad valorem taxes that are not yet due and payable and (b) those title and survey 8305102.3 8320580.3 exceptions either waived or approved in writing by Buyer after Buyer's review of the Commitment, Survey (as those terms are hereinafter defined), and legible copies of all title exception documents identified on the Commitment and Survey (the "Permitted Exceptions"). Title to the Real Property as aforesaid shall be insured by the Title Company as provided in Section 5. 4. SURVEY Buyer will order an ALTA survey (the "Survey") within five (5) days of the execution of this Contract. Buyer and Seller will each pay one half of the cost of the Survey. The Survey will include the location and boundaries of the Property, the Conservation Easement (defined and described in paragraph 30(B)), the Freight Building (defined and described in paragraph 30(C)), and the Transit Hub (defined and described in paragraph 30(D)). The Survey and the boundary lines of the areas surveyed therein shall be subject to the mutual agreement of Buyer and Seller. 5. TITLE INSURANCE Commitment and Title Policy. Within five (5) business days after the date of this Contract, Buyer will order a title insurance commitment (the "Commitment") from City Title & Closing, LLC, Fayetteville, Arkansas (the "Title Company") pursuant to which the Title Company shall agree to issue to Buyer, an ATLA owner's policy of title insurance (the "Title Policy") in the amount of the Purchase Price, insuring marketable fee simple title to the Real Property in Buyer upon recording of the Deed. Seller's Title Documents. Seller shall, at Seller's sole expense, execute, acknowledge and deliver or cause to be executed, acknowledged and delivered to the Title Company, on or before the Closing Date, such affidavits and other documents approved by the Seller, to the extent reasonably available to Seller, as the Title Company shall require as a condition to issuance of the Title Policy in the form herein provided (collectively, "Seller's Title Documents"). 6. TITLE AND SURVEY DEFECTS Buyer shall have ten (10) days from the receipt of the Title Commitment and copies of documents constituting exceptions to title and the Survey to examine the same and to specify to Seller in writing any matters which Buyer finds objectionable (the "Encumbrances"). Seller shall have thirty (30) days to cure or remove all Encumbrances at its cost and expense. If Seller fails to cause all of the Encumbrances to be removed within such 30-day period or if Seller notifies Buyer of its decision not to cure or remove some or all of the Encumbrances, Buyer's remedy shall be to: (i) Terminate this Agreement by giving Seller written notice thereof; (ii) Agree to extend additional time to Seller to cure or remove all Encumbrances; or (iii) Elect to purchase the Property subject to the Encumbrances and the Encumbrances not so removed or cured shall be deemed Permitted Exceptions and the Purchase Price shall not be reduced by any amount. 2 8305102.3 8320580.3 7. INVESTIGATION BY BUYER Buyer has the right to conduct such due diligence as Buyer deems necessary in Buyer's sole discretion from the date of the execution of this agreement and continuing through five (5) business days prior to Closing; provided, however, Buyer may not conduct any intrusive testing in the subsurface soil or take any bore samples without the prior, written consent of the Seller. If Buyer, in its sole discretion is not satisfied with the results of its due diligence, Buyer may terminate this Contract at any time prior to Closing by providing written notice to Seller, whereupon this Contract shall be terminated and neither party shall have any further obligation to the other party. 8. REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer the following through the date hereof and as of the Closing Date to the best of Seller's knowledge: 8.1 Except as disclosed to Purchaser in writing and except with respect to any written agreements with Scarpino, Inc., there are no unrecorded leases, arrangements, agreements, understandings, options, contracts, or rights of first refusal affecting or relating to the Property in any way. 8.2 Seller represents and warrants that at the time of acceptance hereof and at Closing, Seller is not a "foreign person" as such term is defined in Section 1445(f) of the Internal Revenue Code of 1954. 8.3 There are no actions, suits, lawsuits, proceedings, or claims affecting any part of the Property, or affecting Seller with respect to the ownership, occupancy, use, or operation of any part of the Property pending in or before any court, agency, commission, or board. 8.4 No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or State bankruptcy laws is pending against Seller. 8.5 Seller has not received notice from any governmental authority, stating that the Property is currently in violation of any zoning, environmental, or other land use regulations or in violation of any required licenses, registrations, certificates, permits, approvals, or other governmental authorizations relating to the use and operation of the Property. If Seller receives such a notice prior to Closing, Seller shall promptly notify Buyer of such a notice and deliver a copy thereof to Buyer. 8.6 Seller has not received any notice relating to its period of ownership of the Property that the Property is in violation of any applicable governmental law, regulation, or requirement relating to environmental or occupational health and safety matters or Hazardous Substances ("Environmental Laws"). As used in this Agreement, the term "Hazardous Substances" means any and all substances, materials, and wastes which are regulated as hazardous or toxic under applicable local, state, or federal law or which are classified as hazardous or toxic under applicable Environmental Laws. 8.7 Seller has not stored, processed, or disposed of hazardous or toxic substances on the Property. 8.8 No underground storage tanks are located on the Property. 8305102.3 8320580.3 For the purposes hereof, the term "Seller's Knowledge" shall mean the actual knowledge of Greg House, without any duty of inquiry or investigation. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENT DELIVERED BY SELLER, (A) BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER IN CONNECTION WITH THE PROPERTY OR THIS TRANSACTION, (B) SELLER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE PROPERTY "AS IS", "WHERE IS", AND "WITH ALL FAULTS" ON THE CLOSING DATE, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD PARTY, AND (C) SELLER DOES NOT, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND SELLER WILL NOT, BY THE EXECUTION AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION WITH CLOSING, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. 9. TAXES AND ASSESSMENTS Seller shall pay all real estate taxes and current installments of assessments, if any, for the year 2020. All real estate taxes and assessments, if any, levied against the Property for the year 2021, shall be prorated between Buyer and Seller as of the Closing Date based upon the latest available information. 10. CLOSING COSTS AND ADJUSTMENTS Seller's Costs. Seller shall pay the cost of (1) one-half of the documentary stamps; (2) the cost of the title insurance policy; (3) one-half the Title Company's closing fee and document preparation fee; (4) the Title Company's title search fee; (5) all certificates, instruments and documents which Seller is required to deliver or cause to be delivered; (6) one-half of the Survey; and (7) its legal fees and expenses. Buyer's Costs. Buyer shall pay the cost of (1) one-half of the documentary stamps; (2) one-half the Title Company's closing fee and document preparation fees; (3) all certificates, instruments and documents which Buyer is required to deliver or cause to be delivered; (4) Buyer's legal fees and expenses; and (5) one half of the Survey. Closing Adjustments. The following adjustments shall be made at the Closing: Taxes and assessments as set forth in Section 9 of this Contract. If at any time any of the amounts to be apportioned under this Section 10 hereof cannot be calculated with complete precision because the amount or amounts of one or more items included 4 8305102.3 8320580.3 in such calculation are not then known, such calculations shall be made on the basis of a reasonable estimate by Seller and Buyer of the amount or amounts of the item or items in question, based upon the previous amounts paid with respect to the Property, if any. 11. CONDEMNATION AND CASUALTY If, prior to the Closing Date, all or any part of the Property shall be condemned by governmental or other lawful authority, Buyer shall have the option, exercised by delivery to Seller of written notice of such election on or before the fifteenth (15th) business day following the date on which Buyer receives from Seller written notice of such condemnation, or the Closing Date, whichever last occurs, of either (a) completing this transaction, in which event (i) there shall be no reduction of the Purchase Price, (ii) Seller shall have no duty to repair or restore, (iii) Seller shall pay to Buyer all condemnation proceeds received by Seller with respect to such condemnation, and (iv) Seller shall assign to Buyer all rights of Seller in and to such condemnation proceeds, or (b) cancelling this Contract. If the Property, or any portion thereof, is damaged or destroyed by fire or other casualty prior to Closing, then, at the option of Buyer, exercised by delivery to Seller of written notice of such election on or before the fifteenth (15th) business day following the date on which Buyer receives from Seller written notice of such damage or destruction, or the Closing Date, whichever last occurs, this Contract shall terminate. In the event Buyer does not elect to terminate the Contract, this Contract shall remain in full force and effect without abatement of the Purchase Price except that Seller, at Closing, shall transfer and assign to Buyer all of Seller's right, title and interest in and to the insurance proceeds when, as, and if received by Seller by reason of such damage or destruction, and shall convey the Property to Buyer subject to such casualty. Seller shall furnish to Buyer such documents, reasonable cooperation and assistance as Buyer requires in order for Buyer to process any insurance claim. 12. LEASES AND OTHER AGREEMENTS During the period from the date of this Contract to and including the Closing Date, Seller shall not, without the prior written consent of Buyer enter into a lease of the Property that has a term extending beyond the Closing Date. 13. CLOSING Closing Date. Provided all conditions to closing set forth in paragraph 29 of this Contract have been satisfied or waived by Buyer and Seller, and this Contract has not been terminated in accordance with the provisions herein set forth, the transaction contemplated herein shall close on April 1, 2021, or such other date as is mutually agreeable to Seller and Buyer. Such date for the closing of title is herein called the "Closing Date" or such occurrence is called the "Closing" or "closing". Seller's Deliverables. On or before the Closing Date, Seller shall deliver or cause to be delivered to the Title Company the following items, to the extent in Seller's possession and to the extent not previously provided to Buyer: (a) Special Warranty Deed; and (b) Seller's Closing Statement and such other documents as Title Company may require at Closing and which are approved by the Seller. 5 8305102.3 8320580.3 Buyer's Deliverables. On or before the Closing Date, Buyer shall deliver or cause to be delivered to the Title Company the following: (a) by federal wire transfer of funds to the Title Company's escrow account an amount equal to (i) the balance of the Purchase Price due at closing, adjusted as herein provided, plus (ii) the aggregate amount of closing costs for which Buyer is responsible as provided herein, all as shown on Buyer's closing statement; (b) and Buyer's Closing Statement and such other documents as Title Company may require at Closing. 14. POSSESSION Exclusive possession of the Property shall be delivered to Buyer on the Closing Date. 15. BROKERAGE Seller hereby represents and warrants that it has not engaged the services of any real estate agent, broker or firm in connection with the Property or this real estate transaction except Sage Partners. Seller shall pay all fees owed to Sage Partners in connection with this transaction and shall hold Buyer harmless thereon. Buyer hereby represents and warrants that it has not engaged the services of any real estate agent, broker or firm in connection with the Property or this real estate transaction. 16. SURVIVAL Except as otherwise set forth herein, all warranties, representations, covenants, obligations and agreements contained in this, Contract shall survive the closing hereunder and the transfer and conveyance of the Property and any and all performances hereunder for a period of six (6) months. 17. TIME Time is of the essence of this Contract. 18. NO WAIVER Except as herein expressly provided, no waiver by a party of any breach of this Contract or of any warranty or representation hereunder by the other party shall be deemed to be a waiver of any other breach by the other party (whether preceding or succeeding and whether or not of the same or similar nature), and no acceptance of payment or performance by a party after any breach by the other party shall be deemed to be a waiver of any breach of this Contract or of any representation or warranty hereunder by such other party, whether or not the first party knows of such breach at the time it accepts such payment or performance. No failure or delay by a party to exercise any right it may have by reason of the default of the other party shall operate as a waiver of default or modification of this Contract or shall prevent the exercise of any right by the first party while the other party continues to be so in default. M INSTRUMENTS IN WRITING No agreement, consent, approval, notice, amendment, modification, understanding, or waiver of or with respect to this Contract or any agreement, instrument, or document entered into 6 8305102.3 8320580.3 pursuant to or with respect to this Contract, or any term, provision, covenant, or condition hereof or thereof, nor any approval or consent given under or with respect to any of the foregoing, shall be effective for any purpose unless contained in a writing signed by the party against which such agreement, amendment, modification, understanding, waiver, approval or consent is asserted. 20. SUCCESSORS AND ASSIGNS This Contract shall inure to the benefit of and be binding upon the successors and assigns of the parties. 21. NOTICES Any and all notices, requests, demands, or other communications hereunder shall be deemed to have been duly given if in writing and if transmitted by hand delivery with receipt therefor, by facsimile delivery (with confirmation by hard copy), by overnight courier, or by registered or certified mail, return receipt requested, first class postage prepaid addressed as follows (or to such new address as the addressee of such a communication may have notified the sender thereof) (the date of such notice shall be the date of actual delivery to the recipient thereof): If to Buyer: City of Fayetteville Attn: Mayor's Office 113 W. Mountain Street Fayetteville, AR 72701 Mayor@fayetteville-ar.gov With a copy to: Vicki Bronson Conner & Wintersm LLP 4375 N. Vantage Dr., Suite 405 Fayetteville, AR 72703 vbronson@cwlaw.com If to Seller: Fayetteville Depot, LLC Attn: Greg House 217 N. East Avenue Fayetteville, Arkansas 72701 With a copy to: Friday, Eldredge, & Clark, LLP 3350 S. Pinnacle Hills Pkwy., Suite 301 Rogers, Arkansas 72758 Attn: Jason N. Bramlett ibramlettgfridayfirm.com Either party may designate a different address or addresses for itself by notice similarly given. Any notice given by registered or certified mail shall be deemed to have been given on the third day after the same is deposited in the mail, and any notice not so given shall be deemed to have been given upon receipt of the same by the party to whom the same is to be given. 22. ENTIRE AGREEMENT 7 8305102.3 8320580.3 This Contract contains the entire agreement with respect to the transactions contemplated herein, and there are no other terms, conditions, promises, understandings, statements, or representations, express or implied, concerning the same, and neither party is relying on any representation or statement not specifically contained herein. 23. GOVERNING LAW This Contract shall be governed by and construed in accordance with the laws of the State of Arkansas. 24. ESTOPPEL Each party confirms and agrees that (a) it has read and understood all of the provisions of this Contract; (b) it has negotiated with the other party at arm's length with equal bargaining power; and (c) it has been advised by competent legal counsel of its own choosing. 25. JOINT PREPARATION This Contract is deemed to have been jointly prepared by the parties hereto, and any uncertainty or ambiguity existing herein, if any, shall not be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm's length agreements. 26. ASSIGNMENT Neither party may assign this contract without the prior written consent of the other party. 27. WAIVER OF JURY TRIAL TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS CONTRACT. 28. ATTORNEYS FEES If either party is required to bring litigation to enforce its rights under this contract, the prevailing party shall be entitled to recover its attorney's fees and costs, including expert witness fees. 29. CONTINGENCIES The parties obligations hereunder are conditioned upon satisfaction of the following conditions on or prior to Closing: A. Buyer successfully entering into and closing on a contract with Farmers & Merchants Bank for the purchase of certain real estate which is adjacent to the Property and owned by Farmers & Merchants Bank and depicted on Exhibit B. Closing on this Contract is to occur simultaneously with Buyer closing on the adjacent real estate. B. Buyer and Seller's approval of the Survey. C. Buyer and Seller's approval of a master deed and bylaws for a Horizontal Property Regime ("HPR") for the Parking Deck to be drafted by Buyer's counsel. 8305102.3 8320580.3 D. Buyer and Seller's approval and execution of a Development Agreement concerning the Parking Deck as more particularly described in Paragraph 31. E. Seller's approval and execution of the Conservation Easement, as more particularly described in Paragraph 30(B). F. Buyer and Seller's approval and execution of the Cross Easements, as more particularly described in Paragraph 32. G. Buyer and New Entity's execution of the Civic Plaza Agreement and the simultaneous closing of the transaction set forth and described therein with the Closing on the Property, as more particularly described in Paragraph 30(A). 30. ADDITIONAL CONSIDERATION As additional consideration for the transactions contemplated herein the parties agree as follows: A. Buyer agrees to enter into a Real Estate Purchase Agreement in favor of New Entity with respect to a parcel of real estate which is approximately one fifth of an acre (as depicted on Exhibit B) on the north side of that certain parcel of real estate currently owned by Buyer on Dickson Street (and commonly referred to as the Walton Art Center parking lot) for the sales price of Two Hundred Sixty-three Thousand Dollars ($263,000.00), on terms materially similar to the terms and conditions set forth in this Contract (the "Civic Plaza Agreement"). B. Seller agrees to grant a permanent conservation easement pursuant to either the federal or state historical preservation process, such that Seller is able to obtain a charitable donation credit for the same, on and against part of the historic train depot station located on Dickson Street and owned by Seller (but only that portion currently leased to Chipotle) (the "Depot"), the area of which shall be determined by the Survey. Said conservation easement shall include the Depot and all area from the railroad right-of-way to the eastern side of the Depot and from the northern side of the Depot to Dickson Street (the "Conservation Easement"). The Conservation Easement will preserve the historic character of the Depot in accordance with the terms and conditions thereof. This Conservation Easement shall also prohibit any construction upon or the parking of any large vehicles (including food trucks) in the easement area that could obstruct the public view of the Depot from Dickson Street. The portion of the Depot building that is currently occupied by the Rendezvous Hookah Lounge is not included in the Conservation Easement. In addition to the Conservation Easement, the Seller shall donate to, and the Buyer shall accept, the developable air rights extending above the current structure of the Depot, such that Seller shall receive a charitable donation credit for the value of the air rights donated to the Buyer. Buyer makes no representations or warranties as to Seller's ability to obtain any tax credits pursuant to this paragraph. C. Seller agrees not to substantially modify the exterior of or add to the height of the "freight" building (the "Freight Building") which is currently occupied by Arsaga's for seven (7) years from the date of this Contract, except that Seller may perform normal, routine, and needed maintenance and repair and shall also be entitled to construct a roof over the Freight Building and connect it to the Parking Deck to create a one-story outdoor recreation space. Should Seller desire to construct a roof and associated improvements to create a one-story outdoor recreation space, Seller shall follow all of Buyer's processes, procedures, and requirements for construction and improvements; provided, however, the Buyer shall provide and grant any easements and consents 9 8305102.3 8320580.3 necessary to allow for the connection of such roof structure to the Parking Deck. The Freight Building shall be depicted on the Survey. D. Buyer shall have the option to purchase the real property and fifteen (15) feet of air space above the ground level between the Depot and the Freight Building from the railroad right- of-way to the eastern boundary of Seller's property for use as a Transit Hub or other public use (the "Transit Hub"). Buyer's option to purchase the Transit Hub shall begin as of the execution of this Contract and run for a period of four (4) years thereafter. If Buyer elects to exercise its option to purchase the Transit Hub, the purchase price will be based on the higher of two (2) appraisals of the Transit Hub provided by a qualified, independent appraiser, one of which shall be selected and paid for by Buyer and the second of which shall be selected and paid for by the Seller. The Transit Hub is depicted on Exhibit B and will be depicted and described on the Survey. The terms and conditions of this paragraph 30 shall survive Closing and the filing of the Deed. 31. DEVELOPMENT OF THE PARKING DECK Seller or its principals have formed New Entity for, among other things, the development of certain commercial space in the first floor of the Parking Deck and the potential expansion of additional floors in the Parking Deck. The approval of a Development Agreement by Buyer and Seller concerning the sharing of costs of designing, constructing, and use of the Parking Deck is an express condition to the Buyer and Seller's obligations under this Contract. The Development Agreement shall incorporate the following terms: A. Buyer intends to construct a Parking Deck consisting of 6.5 floors, which shall be subject to the HPR. B. New Entity shall own all of the right, title, and interest to an approximately 14,000 square foot unit in the HPR located on the first level of the Parking Deck (the "New Entity Unit"). New Entity shall pay all costs associated with the design and construction of the 14,000 square feet and all interior finish and exterior fagade for the New Entity Unit, including the costs associated with any required fire walls and utility conduits. The New Entity Unit shall be designed and constructed in compliance with all local, state, and federal ordinances, building codes, rules, and regulations, including all of Buyer's ordinances, building codes, rules, and regulations. C. Buyer shall retain ownership of 2,000 square feet on the first floor of the Parking Deck which it intends to use as a police facility. Buyer shall pay the costs of finishing out the 2,000 square feet for its needs, including the exterior fagade, required fire walls, and utility conduits. D. New Entity shall have the option to pay for the costs of adding a second half to the sixth floor of the Parking Deck and a seventh floor to the Parking Deck (the "Expansion"), PROVIDED, however, that New Entity is responsible for payment of the costs associated with the infrastructure costs related to the additional weight and stress of adding the Expansion to the Parking Deck, and including, but not limited to enlarged, expanded, or additional stairways or elevators, extension and support of utilities, and all other costs associated with adding the Expansion to accommodate either future parking, residential units, or commercial/retail space in the Expansion ("Increased Infrastructure Costs"). E. New Entity shall exercise its option for the Expansion and agree to pay the Increased Infrastructure Costs before Buyer begins construction of the Parking Deck, or no later than April 1, 2021, whichever occurs first. If New Entity exercises its option for the Expansion 10 8305102.3 8320580.3 and agrees to pay the Increased Infrastructure Costs, New Entity shall be deeded all right, title, and interest to the units in the HPR represented by the Expansion (the "Expansion Units") at the time it exercises the option for the Expansion and its agreement to pay for the Increased Infrastructure Costs. New Entity shall pay the Increased Infrastructure Costs periodically during the period of construction pursuant to invoices received from Nabholz Construction (the "Contractor"). IfNew Entity fails to pay any of the invoices from Contractor within thirty (30) days of the date of receipt of the invoice from Contractor, Contractor shall have the right to discontinue work associated with the Expansion and instead proceed with only that work that is necessary to support a 6.5 floor Parking Deck. New Entity shall remain liable to Contractor for the cost and expenses of all work that has been performed toward the Expansion regardless of whether the Expansion is completed. At no time shall the construction of the Parking Deck be ceased, delayed, or interfered with due to New Entity's failure to timely pay the Contractor. New Entity shall be liable to Buyer for any costs, expenses, or damages, suffered by or incurred by Buyer due to New Entity's failure to pay Contractor. If New Entity defaults in the payment of the Increased Infrastructure Costs and such default continues beyond any applicable cure period as set forth in the Development Agreement, New Entity shall quitclaim its interest in the Expansion Units to the Buyer. F. The exterior facade of the Expansion Units shall comply with all local, state, and federal building codes, rules, regulations, and laws, including those of Buyer. G. New Entity agrees to use commercially reasonable best efforts to complete the Expansion within fifteen (15) years from the date the City receives a Certificate of Occupancy for the Parking Deck, provided, however, New Entity shall not incur any forfeiture, fee, or other penalty in the event the Expansion is not completed within said time period. . H. New Entity shall be liable to Buyer for any cost, damage, or injury Buyer incurs due to New Entity's design, construction, or operation of its first -floor space and the Expansion. No materials, staging, lay down, or construction area utilized in completion of the Expansion shall be located on Buyer's property or Buyer's rights of way unless agreed to by the Buyer, nor shall construction of the Expansion impede or interfere in any manner with Buyer's use and occupancy of the Parking Deck. I. The Parking Deck will be constructed pursuant to Olsson Engineering final construction drawings as agreed by Buyer and New Entity. New Entity is solely responsible for all costs of designing and constructing the Expansion. K. In connection with the construction of the Parking Deck, to the extent Buyer utilizes property owned by Seller for a construction staging area and construction space (the "Staging Area"), the Buyer shall pay Seller the sum of $4,000.00 per month to rent the Staging Area which such lease obligation shall first commence on the first day of the first month that work commences on the Parking Deck and shall terminate on the last day of the last month that the Seller or its agents remove all equipment and material from the Staging Area and will repair any damage to the area caused by Seller. . 32. CROSS EASEMENTS The parties shall enter into such cross access easements on and across the Buyer and Seller's property which shall be mutually agreeable as to both location, extent, and scope (the "Cross Easements"). The easements shall be depicted on the Survey. 8305102.3 8320580.3 IN WITNESS WHEREOF, the parties have executed this Contract as of the date first above written. BUYER: CITY O,AFAYET,'YVILLE, ARKANSAS Date:? -- 2 ATTEST: ERK, Kara Paxton. C i ler -Treasurer, • I T ty _ 0; 9N • F4ke :gym` 13 8305102.3 8320580.3 SELLER: FAYETTEVILLE DEPOT, LLC By: Name: Title: Date: NEW ENTITY: DICKSON & WEST INVESTMENTS LLC By: y Name: ` Title: Date: 14 8305102.3 8320580.3 SELLER: FAYETTE LLE DEPOT, LLC By: 811 Name: , Title: Date: Z l b y t NEW ENTITY: INVESTMENTS Name: Title: Date: Z l Z 14 9305102.3 8320590.3 BUYER: DICKSON &WEST INVESTMENTS By: Name: -4- 1 Title: �A�r44 r Date: 12 9320745.2 EXHIBIT A Legal Description of Property A part of the Northwest Quarter (NW 1 /4) of the Northeast Quarter (NE 1 /4) of Section 16, Township 16 North, Range 30 West, in the City of Fayetteville, Washington County, Arkansas being more particularly described as follows: Commencing at the Southwest Corner of the Northwest Quarter of the Northeast Quarter of said Section 16; Thence S86°59'31 "E along the south line of said Northwest Quarter of the Northeast Quarter, 164.88 feet; Thence NO2°54' 17"E, 13.24 feet; Thence S86°58'30"E, 111.80 feet to a chiseled cross; Thence NOY 12' 06"E, 81.12 feet to an 1 /2" rebar; Thence NO2°14'32"E, 97.26 feet to the point of beginning; Thence N87°29'45"W, 33.07 feet; Thence NO2°28'59"E, 11.08 feet; Thence N87°29'45"W, 26.58 feet; Thence N02030' 15"E, 52.05 feet; Thence N02054' 16"E, 152.28 feet; Thence NO3°35' 11 "W, 24.91 feet; Thence N48°31' l 4"E, 32.00 feet; Thence S41 °28'46"E, 51.32 feet; Thence S 15° 17'40"E, 5.13 feet; Thence S02° 14'32"W, 220.61 feet to the point of beginning. Containing 0.3 acres more or less. 15 8305102.3 8320580.3 EXHIBIT B Conceptual areas outlined on Google Earth image 16 8305102.3 8320580.3 REAL ESTATE PURCHASE CONTRACT THIS REAL ESTATE PURCHASE CONTRACT (this "Contract") is made and executed as of thetl___ day of A104L 2021, by and between CITY OF FAVETTEVILLE, ARKANSAS ("Buyer'), and THE FARMERS AND MERCHANTS BANK, an Arkansas state bank ("Seller"). For and in consideration of the mutual covenants stated herein. Buyer and Seller hereby a,,ree as fellows: 1. THE PROPERTY For the price and upon and subject to the terms. conditions and provisions herein set Forth. Seller shall sell and convey to Buyer and Buyer shall purchase from Seller that certain real estate and improvements owned by Seller located at 325 N. West Street. Fayetteville. Washington County, Arkansas, also described as parcel number 765-12876-000 and a portion of parcel number 765-18687-000 (the "Property"), and as more particularly described on Exhibit A. together with all Seller's rights, title and interest all public and private streets, roads, avenues, alleys and passageways, and all and singular the estates. rights, privileges, easements and appurtenances belonging or in any way appertaining to the Property. 2. PURCHASE PRICE Purchase Price. The purchase price for the Property ("Purchase Price") shall be One I fundred Thousand Dollars ($100.000.00) to be paid in cash at Closing. 3. DEED On the Closing Date, Seller shall execute a deed to sell and convey to Buyer good and marketable tick to the Property by special warranty deed in the forth reasonably prescribed by Buyer (the "Deed"), subject to no liens, charges, claims. actions, impact fees, development tees, encumbrances or title exceptions of any kind whatsoever ("Encumbrances"), except those title exceptions approved in writing by Buyer after Buyer's review of the Commitment (as hereinafter defined) and legible copies of all title exception documents identified on the Commitment (the "Permitted Exceptions"). Title to the Real Property as aforesaid shall be insured by the Title Company as provided in Section 5. 4. SURVEY Seller has no obligation to provide a survey. Buyer may obtain a current survey at Buyer's cost. 5. TITLE INSURANCE Commitment and Title Policv. Within five (5) business days after the date of this Contract, BUNer will order a title insurance commitment (the "Commitment") from Bronson Abstract Company. Fayetteville. Arkansas (the -Title Company") pursuant to which the Title Company shall agree to issue to Buyer. an .ATLA owner's policy of title insurance (the "Title Policy") in the amount of the Purchase Price. insuring marketable tee simple title to the Real Property in Buver upon recording of the Deed. Seller's Title Documents. Seller shall. at Seller's sole expense. execute. acknowledge and deliver or cause to be executed. acknowledged and delivered to the Title Company. on or before the Closing Date. such affidavits and other documents. to the extent reasonably available to Seller. as the Title Company shall require as a condition to issuance of the Title Policy in the form herein provided (colk:ctively. "Seller's Title Documents"). 6. TI FLE DEFECTS Buyer shall have ten (10) days from the receipt of the Title Commitment and copies of documents constituting exceptions to title to examine the same and to specify to Seller in writing anv matters which Buyer finds objectionable, in Buyer's reasonable discretion (the 1.ncumbra nces"). Any exceptions to title to which Buyer shall not provide an objection within the time frame set forth in this paragraph shall be deemed to be "Permitted Encumbrances". Seller shall have thirty (30) days to cure or remove all Encumbrances at its cost and expense. If Seller fails to cause all of the Encumbrances to be removed within such 30-day period or if Seller notifies Buyer of its decision not to cure or remove some or all of the Encumbrances. Buyer's remedy shall he to: (i) Terminate this Contract by giving Seller written notice thereof. or (ii) Agree to extend additional time to Seller to cure or remove all Encumbrances: or (iii) Elect to purchase the Property subject to the Encumbrances and the Encumbrances not so removed or cured. in which event the Encumbrances not removed or cured shall be deemed "Permitted Encumbrances" and the Purchase Price shall not be reduced by any amount. 7. 1NVESTIGATIO\ l;l BUYER Buyer has the right to conduct such due diligence as Buyer deems necessary in Buyer's sole discretion from the date of the execution of this Contract and continuing through five (5) business days prior to Closing. If Buyer. in its sole discretion is not satisfied with the results of its due diligence. Buyer may terminate this Contract at any: time prior to Closing by providing written notice to Seller. whereupon this Contract shall be terminated and neither party shall have any further obligation to the other party. 8. REPRESENTATIONS AND WARRANTIES OF SELLER AND BUYER Seller represents and warrants to Buyer the following through the date hereof and as of the Closing Date to the best of Seller's knowledge: 8.1 Except as disclosed to Purchaser in writing (which disclosure expressly includes without limitation the existence of that certain Option to Purchase Agreement between Seller and Greg House and Ted Belden, dated as of September I. 2020). 2 there are no unrecorded leases, arrangements, agreements, understandings, options. contracts, or rights of first refusal affecting or relating to the Property in any way. 8.2 Seller represents and warrants that at the time of acceptance hereof and at Closing. Sella is not a "foreign person" as such term is defined in Section 14450) of the Internal Revenue Cale of 1954. 8.3 There are no actions, suits, lawsuits, proceedings, or claims affecting any, part of the Property, or affecting Seller with respect to the ownership. occupancy, use, or operation of any part of the Property pending in or before any court, agency. commission, or board. 8.4 No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking rcorganizati n or arrangement or other action under Federal or State bankruptcy laws is periling against Seller. 8.5 Seller has not received notice from any governmental authority, stating that the Property is currently in violation of any zoning. environmental. or other land use regulations or in violation of any required licenses, registrations, certificates, permits, approvals, or other governmental authorizations relating to the use and operation of the Property. If Seller receives such a notice prior to Closing, Seller shall promptly notify Buyer of such a notice and deliver a copy thereof to Buyer. 8.6 Seller has riot received any notice that the Property is in violation of any applicable governmental law, regulation, or requirement relating to environmental or occupational health and safety matters or Hazardous Suhstances ("Environmental Lai„"). As used in this Contract, the term "Ila/2rdous Substances" means any and all substances. materials, and wastes which are regulated as hazardousy or toxic under applicable kcal, state, or federal law or which are classified as hazardous or toxic under applicable Environmental laws. 8.7 Seller has not stored, processed. or disposed of hazardous or toxic substances on the Property. 8.8 no underground storage tanks are located on the Property. Buyer represents, warrants and covenants to Seller the following through the date hereof and as of the Closing Date: (i) Buyer has all requisite capacity and legal authority required by law to enter into, legally hind and consummate the transaction contemplated by this Contract: (iii) No consent or approval is required to be obtained from and no action needed to be taken by or document filed with any judicial. governmental or self -regulatory agency or instrumentalit-, in connection with the execution, delivery and performance of this Contract, including w itlxwut limitation any consents or approvals required by the Fayetteville. Arkansas City Council. or if any such action is required, the same has been or will he duly taken prior to the Closing Date and at the Closing will be in full force and effect and %� ill constitute valid and sufficient consent or approval therefor. 9. TAXES AND ASSESSMENTS 3 �rller shall pay all real estate taxes and current installments of assessments. if' any, for the year ,(�2n. All real estate taxes and assessments. it' any. levied against the Property tier the year 2021. shall be prorated between Ru\er and Seller as of the Closing Date based upon the latest available information. 10. CLOSING COSTS A\t) -\D.II ST-M :\TS Seller's Costs. Seller shall pay the cost of ( I ) one-half of the documentary stamp,: (2) the cost of the owner's title insurance policy; (3) one-half' the Title Company's closing tee and document preparation fee: (4) the Title Company's title search fee: (5) all certificates, instruments and documents which Seller is required to deliver or cause to be delivered: and (6) its legal fees and expenses. Buver's Cents. Buyer shall pay the cost of (1) one-half of the documentary stamps: Q 1 one-half the Title Company's closing fee and document preparation fees: (3) any endorsements to the owner's title insurance policy. as well as the cost of a lender's title insurance policy. if' applicable: (4) all certificates, instruments and documents which Buyer is required to deliver or cause to be delivered: (5) Buyer's legal fees and expenses: and (6) the survey, if Buyer chooses to obtain one. Closing Adjustments. The following adjustments shall be made at the Closing: Taxes and assessments as set forth in Section 9 of this Contract. It' at any time any of the amounts to be apportioned under this Section 10 hereof cannot be calculated with complete precision because the amount or amounts of one or more items included in such calculation are not then known, such calculations shall be made on the basis of a reasonable estimate by Seller and Buyer of the amount or amounts of the item or items in question. based upon the previous amounts paid with respect to the Property. if any. 11. CONDEMNATION AND CASUALTY If. prior to the Closing Date, all or any part of the Property shall be condemned by governmental or other lawful authority. Buyer shall have the option, exercised by delivery to Seller of written notice of such election on or before the fifteenth (15th) business day following the date on %\ hich Buyer receives from Seller written notice of such condemnation, or the Closing Date. \0 hichever last occurs, of either (a) completing this transaction, in which event (i) there shall be no reduction of the Purchase Price. (ii) Seller shall have no duty to repair or restore. (iii) Seller shall pay to Buyer all condemnation proceeds received by Seller with respect to such condemnation, and (iv) Seller shall assign to Buyer all rights of Seller in and to such condemnation proceeds, or (b) cancelling this Contract. If the Property. or any portion thereof, is damaged or destroyed by fire or other casualty prior to Closing, then, at the option of Buyer. exercised by delivery to Seller of written notice of such election on or before the fifteenth (15th) business day following the date on which Buyer receives from Seller written notice of such damage or destruction. or the Closing Date. whichever last occurs, this Contract shall terminate. In the event Buyer does not elect to terminate the Contract. this Contract shall remain in full force and effect without abatement of 4 the Purchase Price except that Seller, at Cbsing, shall transfer and assign to Buyer all of Seller's right, title and interest in and to the insurance proceeds when, as. and if received by Seller by reason of such damage or destruction, and shall coney the Property to Buyer subject to such casualty. Seller shall furnish to Buyer such documents, reasonable cooperation and assistance as Buyer requires in order for Buyer to process am insurance claim. 12. LEASES AND OTHER AGREEMENTS During the period from the date of this Contract to and including the Closing Date. Seller shall not, without the prior consent of Buyer enter into any lease of the Property without Buyer's prior written consent. Iaxe I [GI199[c, Closing Date. Provided all conditions to closing set forth in this Contract have been satisfied or waived by Buyer and Seller, and this Contract has not been terminated by either party in accordance with provisions herein set forth, the transaction contemplated herein is estimated to close by April 1. 2021 or such other date as is mutually agreeable to Seller and Buyer. Such date for the closing of title is herein called the "Closing Date" or such occurrence is called the "Closing" or "closing". Seller's Deliverables. On or before the Closing Date, Seller shall deliver or cause to be delivered to the Title Company the following items. to the extent in Seller's possession and to the extent not previously provided to Buyer: (a) all keys for all entrance doors and spaces which may be locked (whether occupied or not). (b) Warranty Deed; and (c) Seller's Closing Statement and such other documents as Title Company may require at Closing. Buyer's Deliverables. On or before the Closing Date. Buyer shall deliver or cause to be delivered to the Title Company the following: (a) by federal wire transfer of funds to the Title Company's escrow account an amount equal to (i) the balance of the Purchase Price due at closing, adjusted as herein provided, plus (ii) the aggregate amount of closing costs for which Buyer is responsible as provided herein, all as shown on Buyer's closing statement: (b) and Buyer's Closing Statement and such other documents as Title Company may require at Closing. 14. POSSESSIO Exclusive possession of the Property shall be delivered to Buyer on the Closing Date.' 15. BROKERAGE Seller hereby represents and warrants that it has not engaged the services of any real estate agent. broker or firm in connection with the Property or this real estate transaction. Do we need anyagreernenttooccupyoruse the property after closing foranyreason? Parkingforexample? 5 Buyer hereby represents and warrants that it has not engaged the services of any real estate agent, broker or firm in connection %kith the Property or this real estate transaction. 16. SURVIVAL All warranties, representations, covenants, obligations and agreements contained in this Contract shall survive the closing hereunder and the transfer and conveyance of the Property and any and all performances hereunder. 17. TIME Time is of the essence of this Contract. IS. NO WAIVER Except as herein expressly provided, no waiver by a party, of any breach of this Contract or of any warranty or representation hereunder by the other party shall be deemed to be a waiver of any other breach by the other party (whether preceding or succeeding and whether or not of the same or similar nature), and no acceptance of payment or performance by a party after any breach by the other parry shall be deemed to be a waiver of any breach of this Contract or of any representation or warranty hereunder by such other party, whether or not the first party knows of such breach at the time it accepts such payment or performance. No failure or delay by a party to exercise any right it may have by reason of the default of the other party shall operate as a waiver of default or modification of this Contract or shall prevent the exercise of any right by the first party while the other party continues to he so in default. 19. INSTRUMENTS IN WRITING No agreement. consent. approval, notice, amendment. modification. understanding. or waiver of or with respect to this Contract or any agreement, instrument. or document entered into pursuant to or with respect to this Contract, or any term. provision, covenant, or condition hereof or thereof, nor any approval or consent given under or with respect to any of the foregoing, shall be effective for any purpose unless contained in a writing signed by the party against which such agreement, amendment. modification. understanding. waiver. approval or consent is asserted. 20. SUCCESSORS AND.ASSIt I\ S This Contract shall inure to the benefit of and be binding upon the successors and assigns of the parties. 21. No"rICES Any and all notices, requests, demands. or other communications hereunder shall be deemed to have been duly given if in writing and if' transmitted by hand delivery with receipt therefor, by facsimile delivery (with confirmation by hard copy), by overnight courier. or by registered or certified mail. return receipt requested, first class postage prepaid addressed as follows (or to such new address as the addressee of such a communication may have notified the 0 sender thereof) (the date of such notice shall be the date of actual delivery to the recipient thereof): If to Buyer: City of Fayetteville Attn: Mayor's Office 113 W. Mountain Street Fayetteville. Arkansas 72701 Mayor u:favettteville-ar. iv If to Seller: The Farmers And Merchants Bank Attn: Blake Holzhauer One South Block Avenue Fayetteville. Arkansas 72701 bhoFzhauer a mebanking.com Either party may designate a different address or addresses for itself by notice similarly given. Any notice given by registered or certified mail shall be deemed to have been given on the third day after the same is deposited in the mail, and any notice not so given shall be deemed to have been given upon receipt of the same by the party to whom the same is to be given. 22. ENTIRE: AGREEMENT This Contract contains the entire agreement with respect to the transactions contemplated herein. and there are no other terms, conditions. promises, understandings, statements. or representations, express or implied, concerning the same. 23. GOVERNING LAW This Contract shall be governed by and construed in accordance with the laws of the State of Arkansas. 24. ESTOPPEL Each party confirms and agrees that (a) it has read and understood all of the provisions of this Contract; (b) it has negotiated with the other party at arm's length with equal bargaining power; and (c) it has been advised by competent legal counsel of its own choosing. 25. JOINT PREPARATION This Contract is deemed to have been jointly prepared by the parties hereto. and any uncertainty or ambiguity existing herein, if any. shall not be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm's length agreements. 26. ASSIGNMENT Neither party may assign this contract without the prior written consent of the other party. which consent may be provided or withheld in such party's sole discretion. 7 27. W'AIVER OF JURY TRIM. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION. PROCEEDING OR COUNTERCLAIM BROU(1111 BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER ARISING (."I' OF OR IN ANY WAY CONNECTED WIT11 THIS CONTRACT. 28. AI'TORNEYS FEES If either party is required to bring litigation to enforce its rights under this contract. the prevailing party shall be entitled to recover its attorneys fees and costs, including expert witness fees. 29. DF:I \ULT If Buyer shall default under this Contract, including without limitation the breach of any warranty or representation of Btl\er set forth in Section 8 of this Contract. Seller shall be immediately entitled to terminate this Contract, as the sole and exclusive remedy of Seller, all other remedies being expressly waived. If Seller shall default under this Contract. Buyer shall be immediately entitled to terminate this Contract, as the sole and exclusive remedy of Buyer, all other remedies being expressly waived. 30. CONTINGENCIES This Contract is explicitly contingent upon Buyer successfully entering into and closing on a contract with Fayetteville Depot. LLC for the purchase of certain real estate which is adjacent to the Property and owned by Fayetteville Depot, LLC. Closing on this Contract is to occur simultaneously with Buyer closing on the adjacent real estate. (Remainder of this page is left intentionally blank.) 8 IN WITNESS WHEREOF. the parties lime executed this Contract as of the date first alxwe written. 13 l 11�: R CITY OF FAVETTEVILLE, ARKANSAS Ikl '.I o rdon. Dme: ATTEST: Kara Paxton. City Cler -"I reasurer�`� �I rY ••�F'� A n ;n x x*wj THE FARMERS AND MERCHANTS BANK, an Arkansas state bank ;�/7 Bv: IL Xq44��' Name: _J ei _ Title: Date: 3 1 Zh,04 10 EXHIBIT A Legal Description of Property RECEIVED FROM MR. HOGAN 03/09/21 For: Mayor Lioneld Jordan and the Fayetteville, AR City Council — March 15, 2021 From: Jerry B. Hogan, 1984 N. East Oaks Dr. #2, Fayetteville, AR, 479-521-5314, jbhogan22@hotmail.com Topic: The historic Frisco Depot on Dickson Street Summary: Saving the Frisco Depot A request to please find a way to save, in its entirety, the historic Frisco Depot on Dickson Street. The nearly 100 year old depot has been on the National Register of Historic Places since 1988. Thank you. Jerry B. Hogan Mayor Jordan and Fayetteville City Council, Just a reminder that the Frisco Depot on Dickson Street is a property listed on the National Register of Historic Properties (NRHP). It was designated as such on December 8, 1988, over 30 years ago. The building itself dates to 1925, making it almost 100 years old. All of the depot is on the NRHP, not just the south end closer to Dickson St. As a local historian and concerned citizen, I am pleading with the owner of the property to please not alter or demolish any part of this historic structure. The following link is to the official paperwork submitted to the Arkansas Historic Preservation Program (AHPP) and gives detailed information about the depot. Thank you very much, Jerry Hogan https:/h4vvw.arkansasherita�-ye.com/docs/defau It-source/national-registia/«°a0212- pdf.pdf?sfvrsn=404e3e80 0 Be OFFICE OF THE CITY ATTORNEY DEPARTMENTAL CORRESPONDENCE Kit Williams Cite Atto-nq TO: Mayor Jordan Blake Pennington City Council Assistant City Attorncy Jodi Batker Paralegal CC: Susan Norton, Chief of Staff Paul Becker, Finance Director Wade Abernathy, Facilities Management Director FROM: Kit Williams, City Attorney DATE: December 29, 2020 RE: Letter from Jason Bramlett to me for distribution to City Council During an hour long teleconference with Jason Bramlett, attorney for Gregg House, Fayetteville Depot, LLC and Ted Belden, I received several requests or demands for changes to the proposed contract I had drafted and then amended in response to their earlier requests. I asked that Jason describe every one of their requests in a letter that I could distribute to the City Council, so you could read each requested change and the reason for such change directly from their side. I have earlier today sent that letter to you. I also informed Jason that I would explain why I had chosen the language for the contract that Greg House and Ted Belden now wish changed. Integral Part of the Co-dependent Deed Since Mr. Bramlett states "the 6th and 7tn floors have been an integral part of the co-dependent deed points between the City and House/ Belden," I should examine who and how "integral" these current requests from House/Belden really are. I need first to examine a little history of the initial offer by Greg House to sell the City sufficient property to build its public parking deck and how Greg House has continued to make new requests to sweeten the deed for him (and now Ted Belden). I believe that the City Attorney's Office first learned of an offer from Greg House and the Bank of Fayetteville when their real estate developer adviser, Sterling Hamilton of Sage Partners, send a Letter of intent for an offer to sell in August of 2019. Later, he emailed the Mayor, Don Marr, Susan Norton and myself on September 11, 2019. (attached). Sterling's email stated: "With Greg's land that would be $350K for about an acre of land in downtown." As is now clear, the City would be receiving only about half that amount of property and what the City would have to pay or convey has increased dramatically. The only constant has been the $100,000.00 the City was to pay the Bank of Fayetteville for its part of the building site which appears to me to be larger than Greg's proposed property that he would convey to the City. I have requested and am still waiting for their legal description so we can know exactly how much property Greg House is offering to sell the City. The initial concept plat from Sage Partners attached to that September 11, 2019, email (attached) shows the parking deck located on all the property from West Avenue to the Razorback Greenway. It shows "3 story 28' wide liner building 2150 sqf per floor level" running a short distance along West Avenue. Exhibit A (attached) shows that the Bank of Fayetteville owns almost all the property south of Scarpino's including all the property proposed for the proposed three story 28' wide commercial space. Since the parking deck's footprint now avoids the old freight building on Greg's property, it certainly appears the parcel he would be selling the City is much smaller than shown on the concept plat or the Bank's parcel. Also attached is Sterling Hamilton's proposed "Letter of intent for an offer to sell the below -referenced property under the following terms and conditions... Sale Price $250,000 plus exchange of the 0.25 acre northern parcel of the Civic Plaza..." This lists the size of Greg's parcel to be conveyed "is 0.35 acres." The current design of the deck reduces this parcel's size dramatically. 2 This Letter of intent included on its second page that if private development would "warrant additional parking demand beyond City constructed spaces, then Greg House could work with the City "to allow private equity funding to be contributed for additional design and construction necessary for additional foundation support, structure, floors.... to the City's parking deck." Thus, potential additional privately paid for parking (but not commercial or residential) space, was referenced by Greg House's Letter of intent. Certainly, the demand that House/Belden receive condominium space of the 61h floor for anything, but possible parking necessitated by private development on Greg's property, was not a part of the original Letter of intent to sell, nor was any mention of a possible seventh floor within their initial offer to sell. Sterling Hamilton then furnished another Letter in intent to sell on January 14, 2020, which again showed the "Sale Prince $250,000 plus exchange of the 0.2 acre northern parcel of the Civic Plaza." The Depot lot's parcel to be conveyed to the City was reduced in size to about 0.3 acres. Without their surveyed parcel, we still do not know the actual size of the parcel Greg House is supposed to convey to the City for hundreds of thousands of dollars. The liner building space shown on the exhibit to their Letter of intent to sell was then reduced to one story containing about 9,600 square feet. Their current request is about 14,000 square feet (much larger than the parcel they may convey to the City). They ststed that their proposed building on the north side of the Civic Plaza "shall be no more than 3 stories..." This Letter of intent to sell conditions any floors being built on the City's parking deck and used privately upon whether there is "additional development on the adjoining parcels owned by the Fayetteville Depot, LLC or the Bank of Fayetteville (which) warrants additional parking or commercial development (on the City's parking deck)." Obviously, no such development has occurred to justify any such privately owned floors above the City's parking deck. I believe that this January 14, 2020 Letter of Intent to sell from Sage Partners was the one presented to the City Council in the Spring of 2020 for tentative approval of its general terms. 3 Although Greg House's presumed right to construct floors above the City's parking deck was certainly not "an integral part of the co-dependent deed" pursuant to what was shown to the City Council for their approval, I agree that by the summer when City staff provided me with 23 proposed terms of agreement, floors 6 and/or 6 & 7 were proposed to be provided free of any air space costs as a part of this agreement if Greg House (and/or Ted Belden) merely paid the out of pocket costs of the City for the additional design and construction costs to support these additional floors. Therefore, you will find these terms within the proposed contracts that I have provided to you in your December 1st and December 15th meetings. Response to Jason Bramlett's Letter I want to thank Jason Bramlett for supplying us his letter to explain his clients' demands for changes to the contract that I drafted for your consideration. Now that you know the history of this land sale contract from its first offer for the City to pay $250,000 and convey the norther building site on the Civic Plaza to its now numerous additional requirements for floors of condominium use for the free use of Greg House (with no air space compensation for the City), etc., let's address their new requests. 1. Contracting Parties. Jason Bramlett is correct that most developers desire not to stand behind their projects, but instead wish to immunize themselves from any personal liability. Thus, even if they were responsible for major problems for the project, if the City contracts with a newly created business entity, Greg and Ted can just walk away unscathed while the City would be left to deal with an undercapitalized, just created entity. This is another reason why this is certainly not a "Partnership" where all partners are responsible for problems and liabilities as well as share of profits. I will not recommend you reject this contract because House/Belden will not personally stand behind this agreement. However, the City Council needs to know they refuse any personal responsibility to fulfill these contractual terms. 4 2. Structural Enhancement Costs for Potential 61h and 7th Floors. The contract I provided was clear that Greg House and Ted Belden did not have to invest in the structural enhancement cost (including higher elevators and stairwells, etc.) for the 6th and/or 7th floors if they deemed those expenses too costly. However, now they demand further compensation if they do forfeit the rights to the 6th and 7th floors. If they do not pursue their rights to the 6th & 7th floors: (a) They will no longer agree to provide the City an option to purchase the property for the transit hub. (b) They will reduce the length of their promise from 7 years to 5 years to not construct over or on the land on the north end of the Depot Train Station building nor the freight building used now as a coffee shop. (c) They will be able to build private 6th floor parking at its structural enhancement costs. I believe their third point has never been disputed. The first two concessions are policy considerations for the City Council. 3. Scope of Work Relating to Structural Enhancement Costs. I believe my proposed contract already identifies the significant enhancement costs to construct upper levels of the Parking Deck. I would welcome an even more detailed listing of the structural enhancement costs needed to support 6th floor parking and 7th floor "live loads" which I believe would be general residential, office and/or commercial use. Whatever these enhancement costs would be must be fully (100%) paid by the private developer as the City cannot subsidize any of these costs using our bond funds. 4. Time Limit to Build 6th and 71h Floor. They want to double our proposed 10 year period in which to build those floors to 20 years. I will defer any structural concerns of delayed construction to Wade Abernathy who has studied parking decks longevity and maintenance. 5 5. Ground Floor Unit of the City's Parking Deck. This ever increasing free air space use of the first floor as Greg's condominium commercial space has always been conditional upon his paying its basic construction costs including making it "commercial ready" as seen from the outside. However, the City cannot subsidize this private party using bond funds which we would be if they did not pay the City's actual costs of not using the 14,000 square feet of ground floor space for public parking and having thus to build the City Parking Deck a floor or half a floor higher to accommodate the parking lost on the ground floor. To prevent this illegal subsidization, but let House/Belden only pay for the first floor construction and commercial finishing, I suggested that they could pay the City $50,000.00 as the estimated costs to elevate 14,000 square feet of parking which would be offset by the City paying Greg $50,000.00 for the conservation easement over the Depot Train Station building (not including its norther half). That $50,000.00 would have to come from General Funds as it cannot reasonably be a part of the City Parking Deck bond funding. 6. Ground Floor Use of Food Hall Building. City staff has always demanded that the building on the north part of the Civic Plaza along Dickson Street be finished by the time we finish constructing the Plaza. I agreed with House/ Belden to weaken this requirement to allow only the shell building be finished by that time to a "black box" completion. To partly justify this rent -to -own agreement, I agreed to give them another year to at least finish the ground floor of this 3 1/2 story building to operating condition in order for them to receive loan forgiveness for the $263,000.00 appraised value of the site. As you see, House and Belden do not want to have to do more than have a shell building on this site indefinitely and still receive the $263,000.00 forgiveness. This would hurt our justification supporting this lease payment forgiveness that the building is at least generating some tax revenue for the City. This again is a City Council decision. Cel 7. Three Different Agreements Instead of Our Unified Agreement Among the City, Bank, Fayetteville Depot, LLC, House/Belden entity. This project cannot go forward without both property owners, the Bank of Fayetteville and the Fayetteville Depot, LLC. through its owner/ manager Greg House and the City to all agree to terms. This new request would cause another major delay for all involved and is a brand new request that was not earlier presented to me. Every delay plays into the hands of House and Belden as bond revenue spending rules will eventual prevent the City from doing anything but agreeing to whatever Greg and Ted demand as it will be too late to move to the School Street Parking lot. This demand should not be agreed to. When I recently learned from Jason Bramlett that he only represented House/ Belden and not the Bank of Fayetteville which actually owns more of the land we need to build the parking deck where it has been designed, I called the Bank to ensure their earlier unenforceable offer to sell was still valid and had not been changed as Greg's has. Unfortunately, I have not yet heard back from its incoming President. Without the Bank's property, the parking deck cannot be built as designed. CONCLUSION I will draft whatever the City Council believes to be in the best interests of our citizens and City as long as such provision will not violate bond revenue requirements or other legal requirements. I hope to hear clear direction about House/ Belden's latest requests from the City Council, including its two incoming members, during the Agenda Session today. If Greg House and Ted Belden or the Bank of Fayetteville refuse to agree to and sign what the City Council has approved by your meeting of January 5th, 2021, I recommend you immediately cease further negotiation and instruct our designing engineers to move to a City owned site so we can get the City parking deck completed in time to get the Civic Plaza construction completed before our three year bond construction window closes. 7 Williams, Kit From: Sterling Hamilton <shamilton@sagepartners.com> Sent: Wednesday, September 11, 2019 8:32 AM To: Norton, Susan; Mayor; Marr, Don; Williams, Kit Subject: Signed LOI-Fayetteville.pdf Attachments: Signed LOI-Fayetteville.pdf; ATT00001.htm Hi All, Here is the LOI from Farmers and Merchants Bank. They will sell the city the back half of their property needed to build the parking deck. Purchase price is $100k. With Greg's land that would be $350k for about an acre of land in downtown. I really can't stress enough how low this number is. As stewards of the city's funds, I hope you all realize the value in this number as I'm sure our business community will find a decision to acquire the property to be more than sound. Thanks to all for your continued patience. Let's go Fayetteville! Sterling {gyp Northwest Arkansas C U S H M A N & ����� 5100 W. JB Hunt Drive el111 WAKEFIELD Rogers, --r�aiarnErs Rogers, AR 72759 479-845-3000 Office September 4, 2019 Mayor Lioneld Jordan Sage Partners on behalf of Bank of Fayetteville, Farmers and Merchants Via Electronic Mail Dear Mayor Jordan: The following is a Letter of Intent for an offer to sell the below -referenced property under the following terms and conditions: Location: 542 W Dickson - Northern Portion of Bank W Dickson Street - -.33 Acres (Exhibit Attached) Seller: Farmers and Merchants Bank Buyer: City of Fayetteville or Special Purpose Entity Sale Price $100,000 plus the guarantee of parking deck construction. Parking deck construction will be assumed to add long term value to the remainder of the bank's corner parcel. This price is roughly equivalent to the per land square foot price being proposed by the adjacent property owner, Fayetteville Depot, LLC. Terms: LOI will be good for 60 days Due Diligence for buyer and seller to discuss terms of a purchase and sale. Buyer and/or Seller may, at any time, cancel the LOI. Closing will occur when plans, engineering and permitting are in place. Lot split may occur, if necessary, before closing with mutual agreement by the parties to the transaction. The exact size and scope of the Bank of Fayetteville parcel in consideration will be determined by schematic plans and engineering through whatever entity the City of Fayetteville determines will handle the development or predevelopment process. The City of Fayetteville will build, to the capacity it is able, a parking deck upon the subject property at 542 W Dickson, south of the intersection of W. Watson Street and West Avenue. The parking deck will consist of no less than 292 spaces plus as many spaces as can be built with funds from the Transportation Bond or any budget number above the bond the City might deem fit. This LOI will be dependent on a successful negotiation for the use of a portion of the property currently owned, but not occupied, by the Bank of Fayetteville/Farmers and Merchants Bank. Due Diligence Due Diligence shall mean any negotiations or necessary events which will lead to a purchase and sale contract. This due diligence period will include the successful pursuit of a contribution or sale of the land owned by Farmers and Merchants Bank. Any item not listed here which buyer needs to address shall not be excluded from this non- CU S H M A N & Northwest Arkansas � sage 5100 W. JB Hunt Drive III h WAKEFiEL®o Suite 800 PARTNERS Rogers, AR 72758 479-845-3000 Office binding letter of intent. Non -Binding Agreement: This proposal is not intended as, and does not constitute, a binding agreement by any party, nor an agreement by any party to enter into a binding agreement but is merely intended to specify some of the proposed terms and conditions of the transaction contemplated herein. Neither party may claim any legal rights against the other by reason of the signing of this letter or by taking any action in reliance thereon. Each party hereto fully understands that no party shall have any legal obligations to the other, or with respect to the proposed transaction, unless and until all of the terms and conditions of the proposed transaction have been negotiated, agreed to by all parties and set forth in a definitive agreement which has been signed and delivered by all parties. The only legal obligations, which any party shall have, shall be those contained in such signed rind delivered definitive agreement referred to above. If you have any questions, please call us to discuss at (479) 802-0028. We would appreciate your response as soon as possible. We look forward to receiving your response. Regards, Sterling Hamilton Sage Partners yer .zl. Le�� �W '4- C40C GaAHudso� �—armeirs and Merch nts Bank Seller� �� %�—(� � pp Northwest Arkansas C V S H M A N& m; s ��� 5100 W. JB Hunt Drive 111 1 WAKEFIEL® Suite800 s aaRtNeRs Rogers,, AR 72758 479-845-3000 Office Nort C U S H M A N& '� 5100 West Hunt pas s a e 5100 W JB Hunt Drive II11111 WA K E F I E L D _,FP,r,, g 800 Rode s. Rogers. AR 72758 479-845J000 Office -October 9 2019- Mayor Lioneld Jordan Sage Partners on behalf of Fayetteville Depot, LLC (Greg House) Via Electronic Mail Dear Mayor Jordan: The following is a Letter of Intent for an offer to sell the below -referenced oroperty under the following terms and conditions: Location: Fayetteville Depot 550 W Dickson Street (Exhibit Attached) Seller: Fayetteville Depot, LLC Buyer: City of Fayetteville, Sale Price $250,D00 plus exchange of:- - u , D acre northern parcel of the ivlc Plaza (currently West Ave Paring Lot) dab toproVlde suryey�- Terms: LOI will be good for 60 days Due Diligence for buyer and seller to discuss terms of a purchase and sale. Buyer and/or Seller may, at any time, cancel the L01. Closing will occur when plans, engineering and permitting are in place, Lot split may occur, if necessary, before closing with mutual agreement by the parties to the transaction. Deleted: August 12, 2019 Deleted:;Sp=W Purpose_En1ily -- ��--� Deleted: cultural arts corridor Deleted: Deleted: a.-' spe�.fiea'ions) The approximate size and scope of the Depot parcel in consideration is 0,35 acres south of an extension of the north line of Watson St ROW, an access easement t0 allow for a setronSJ_ Darkinq garage exit and a _ temporary construction easement.Fina! size and scope will be (Deleted: -- determined by schematic plans and engineering through whatever entity the City of Fayetteville determines will handle the development or predevelopment process. The City of Fayetteville will work in good faith with Fayetteville Depot, LLC in order to determine the final size and scope of the exchange property at the north end of the i"c Plaza Qn est Ave Pf rkinq jot). The building's uses and design should embrace the destgn,+ntention and support the types of ggpvthes envisioned_to activate the adioln-M Civic Plaza throughout the day The building shall be amoximately 5400 so ft footprint and shall be a maxLmV of 3 stones and stkall comp!, with all the requirements of the underlying Main Street Center Zoning District and the Downtown Desjgn Overlay District. It shall have fictive around floor uses trestaurant cafe. art gallery- retail stwDp+ng. etc) Wh+1e LEEQ Certificatron Is not regu+red. the bu>�+ng stall n�rate sustainable produCtS praCtiCe5 and progransS-tntq the urldirlo s design construction and operation Specifically, the Wildln9's stormwater management shall emDtoy Icw impact dlopr?lent that is complimentary to tfie ariiom+nd Civic Plaza The Wilding is to be built in conjunction with the construction of the Deleted: CUli.ral Arts corridor Deleted: Walton Arts Center parking Deleted: I -- — as SHMAN& 5100 W J8 Hunt Drive Roges°°11II) 1 WCUAKEFIELDP4NtN N5 Rogers, AR 72758 479.945-3o000frice building is to be built in coniunction with the construction of the adiotmno Civic Plaza Fayetteville Depot, LLC will work with the City of Fayetteville to ensure the protection of and access to the f relght_building occupied by the Arsaga s Depotdurinct the parking deck Construction The City of Fayetteville will build, a parking deck upon the subject property at 550 W Dickson. The parking deck will consist of no less than 2990p8`9esp4as many spaces as can be built with $10 M ;r funds from the gulWI Arts Corridor Bo% :Should additional devt r�i ment on ft adiommo parcels gwned by Fayetteville Depot LLC or the Bank of FavettevillerFarmers and Merchants Bank vim+ rrant additional ping demand .4evond City constructed soceS. ftLmtywill rk with FayCtteville OeDol LLC to alLaiii egpity funding to be contnbuted for additional design and construction necessary for a tAh sal foundational support. structure floors and any other reasonable additional elements to the City' parking deck Cost allocation shall be determined by the Citv`s desion engrneenng firm The allggpV nn of those City controlled and Vale eg_uty-contrgiled spaces shall be documented prior to the new deck ttt�irty p4qi�q in serve This LCI will be dependent on a successful execution of the use pf a portion of the property currently owned, but not occupied, by the Bank of, Fayetteville/Farmers and Merchants Bank Deleted: warrant, through any acceptable regal mechanism, the reconstructicnireplacement of the Deleted: Arsaga's Deleted: Depot m Deleted: andlor business on the now Walton A CeCerrler parking lot Deleted: to the capacityit is able Deleted: 2 Deleted: Transportation Deleted: or any budget number above the bend the city m g,r; learn fit Deleted: The C ty `usher agrees that any spaces above the 292 required spaces will be available for lease. with revenue to the City, by any future development at 550 W Dickson Street so long as some portion of the ¶ !4 ;q ownership entity is comprised of Fayetteville Depot, LLC or any other entity owned In part or in whole by Greg House ¶ Deleted: Should the city, now or in the future, abandon any of the parking spaces within the then constructed parking deck Greg House reserves the right. at his costto construct and operate a rooftop entertainment establishment which conforms to the city's approved business uses within the current or future zoning Greg House agrees to finance such establishment should the opportunity become available-9 Deleted: negotiation Due Diligence Due Diligence shall mean any negotiations or necessary events which (Deleted: for will lead to a purchase and sale contract This due diligence period will include the successful pursuit of a contribution or sale of the land owned by Farmers and Merchants Bank. Any item not listed here which buyer needs to address shall not be excluded from this non- binding letter of intent Non -Binding Agreement: This proposal is not intended as, and does not constitute, a binding agreement by any party, nor an agreement by any party to enter into a binding agreement but is merely intended to specify some of the proposed terms and conditions of the transaction contemplated herein Neither party may claim any legal rights against the other by reason of the signing of this letter or by taking any action in reliance thereon Each party hereto fully understands that no party shall have any legal obligations to the other, or with respect to the proposed transaction, unless and until all of the terms and conditions of the proposed transaction have been negotiated, agreed to by all parties and set forth in a definitive agreement which has been signed and delivered by all parties The only legal obligations, which any party shall have, shall be those contained in such signed and delivered definibve agreement referred to above LSHpA usage Northwestst kbnus 5100WJ8HunD'�. 11110 W®KL Suite $00 Rogers AR 72758 479-845-3000 OMlte If you have any questions, please call us to discuss at (479) 802-0028. We would appreciate your response as soon as possible. We look forward to receiving your response. Regards, Sterling Hamilton Sage Partners Agreed: Mayor Lioneld Jordan, City of Fayetteville Arkansas - Buyer Agreed: Greg House — Fayetteville Depot, LLC - Seller IIIIIIII WAK FIELD usage PARTNERS Northwest Arkansas 5100 W JB Hurt Drve Suite 800 Rogers, AR 72758 479-845-3000Office I I 1 I i!Y P•4Y•6.T { , lHSwG /_! Ku1f W�lP,G 1 ' • 1 1 � i aan1•f 1 I af.w.,oero+_w 1 ".1 I • e y � wn•o 3fYT • oa.:c Alnr_ 1 11 1 ws�wre.wl �I M yF'.1PffielflP �L� I� 1 ( ' a.w.c w ? •P ARMIi ----------------------- - 1 i � � .rlul: ameonlwlf•R i 1 � wafo•a . walrssn �. C U S N M A N& Northwest Arpareaa sage 5100 8 RogJB Hunl Drrvc 11111 1 WAKEFIELD - Rogsufteerss AR 72758 479.8d5.3000 Qihce January 14.2020 Mayor Lioneld Jordan Sage Partners on behalf of Fayetteville Depot. LLC (Greg House) Via Electronic Mai! Dear Mayor Jordan: The following is a Letter of Intent for an offer to se :he oelow-referenced property under the following terms and conditions Location: Fayattevi#e Depot S50 W Dickson Street (Exhibit Attached) Seller: Fayetteville Depot LLC Buyer: City of Fayetteville Sale trice $250.000 pius exchange of the 0 2 acre northern parcel of the Civic Plaza i currently West Ave Parking Lot) -city to provide survey Terms: LOI will he good for 30 days Due Diligence for buyer and seller to discuss terms of a purchase and sale Buyer and)or Seller may at any hme. cane: se LOI Closing will occur when plans, engineering and permitting are in place Lot split may occur if necessary before closing with mutual agreement by the parties to the transaction The approximate size and scope of the Depot parcel in consideration is 0 3 acres south of an extensxxt of the north line of Watson St ROW Fayetteville Depot wdl also wom wri the 4ity to guarantee two points of access ongress/Egfess) to the parking deck v,a an easement (-0 2 Acres Determinahor of these access pouts will occur through design and engineering The City agrees that liner building space will be available to Fayetteville Depot upon completion of the deck Fayetteville Depot agrees to develoo liner buildings where space is available to city develooment standards and in compliance with current or future zoning restrictions pe' the city of Fayetteville UDC Liner Building will also inciude approximately 2 000 leasable square fee', for Fayetteville police Department at then current market rent The City of Fayetteville will work in good faith with Fayettevihe Depot. LLC r order to determine the final size and scope of the exchange property at the north end of the Civic Plaza (West Ave Parking Lot) The budding s uses and design should embeace the design intention and support the types of activities envisioned to activate the adjoining Civic Plaza throughout the day The building shall be no more than 3 stones and shall comply with all the requirements of the underlying Main Street Center Zoning District and the Downtown Design Overlay District It shall have active ground floor Dses (restaurant. caf@. art C ,U S H MAN & Northwest Arkansas 4 5 C g 5"OG:•f 18HirtOn,c as a swte 111ilikYY AKGFIELD RogerscAR 72755 4715-045-3=0t ;e galie:y retao 3rCGp11ig etc . VJh,le _EEO Certification is not eguired 'he tLmJ,rg 51'a•, n..ni pprate Susta-raci a oiaducts practices and p cg,ar ,; 'e : ..i,cy s oesig: consuuctlon and operahzi,. Sper,G^ar -i— ci:vcr`) s stn.nn':valer management shall employ low ❑npact ye -e --o -e^t that :s cz)moiimertari to the adjoining Civic Plaza I ne Cit; sna, re ai c;vea transparent; and access to communication a ound the solesncm of the any deveiope• be it Fayetteville Cepol or any other e^bty selected by the property owner Ail normal site development anc ut,hty connection cost shag; be borne by the selected ouiia:rg de:'e,cuer andor tte=ayettevllle Depot LLC The building is to ea c"rt :?r, ^ t l the ccrstrccpoc Of the ad tiring Civic Plaza and snav to :2nprcted prior to or by the time of the Plaza cpering Fayette: t-e Deco^ LAC will work with the City of Fayetteville to ensure t 1" or' --term arct-rt.r ;f 3rd access to the Freight buildirg Cccuoted o; tt+e : sage s Depot and the ntftor;Q train depot during the ,arkmg deck :pi'StrUctior Tnis piotecticnrpreservatior will be agreed to thrcugn a ecal "St'iment ecdmmended p, both Bond Counsel and the City Attorne; s -'Tce The Cit% ano Fayetteville Depot further agree that negot ati.^s *e:waen Arsaga s at Tre Depot tCary and Cindy A,aaga .% .i i?e -.Mete before the city moves to aporove contracts to pV.:nase =ar? a- to Depot LLC s oroperty Negotiatiors oevreen Arsaga s 3^-7 the Depot are ongoing and until such time as a lease amerume •• ,:i•e:.egal docuinert are s.gnea and%or recorded cy tCtr the �+'sa as a" ) Fatiettevilie hEp^t LLC the a^4 w;i not stove for.lard o tt` :.ruts .-Ir construction The 0ity of F3ve'twi-Ile'xill bu.id a parking deck upor. the subject property at 55'` 'rf D c son Tie parking deCK wilt consist of no less than 29C states P-s as many spaces as :ar be built with St0 M in funds from :-e J, t"tai A'ts Carrac, Born T •e :N rwt:te� ay vas that any spaces above the 290 requirec paring spaces fr:.m the bond issue rim ue available m some capacity for use by ary figure lenants so long as the method of use complies with the bond equirements Future tenants •mould mcivas any tenants in the liner bur,dutgs around the deck or any `uture tenants from any other develop inert j, the ongiral Fayetteville Depot LLC parcel Shoula additional development or the aciloinicq parcels owned ov Fayettev-lle NOW LLC or the Banc of FayettevdletFarmers and Merchants Ban,, a•ar-ant adddiora, parking or commercial develcpment demand ueyord Cdv --unsauctea spaces. the City will work with Fayetteville Depot LLB to a;iow private furding to oe contributed for alldittorlal desran and :onstruct+on necessary for additional foundat:orai support. structure floors and any other reasonable additional elements to the City•s parking deck Cost allocation snail be daterrnined Oy the C ty s Jtsw9i i a,-ginCe, illy -urn. The ailv�;ativrt of those City, controlled and private equity -controlled spaces shall be doctanerted prior to the new deck oeing placed in service Northwest Arkansas C U S H M A N& ~ (`j 5100 VV A Hunt Drive IIIII 1 WA K E F I E L D -Sa;Je RopenOAR 72758 479-845-3000 Office This LOI will be dependent on a successful execution of the use of a portion of the property currently owned, but not occupied, by the Bank of Fayettevil elFarmers and Merchants Bank Due Diligence Due Diligence shal mean any negotiations or necessary events which will lead to a purchase and sale contract This due diligence period will include the successful pursuit of a contribution or sale of the land owned by Farmers and Merchants Bank Any item not listed here which buyer needs to address shall not be excluded from this non- binding letter of intent Non -Binding Agreement: This proposal is not intended as, and does not constitute a binding agreement by any party, nor an agreement by any party to enter into a binding agreement but is merely Intended to specify some of the proposed terms and conditions of the transaction contemplated herein. Neither party may claim any legal rights against the other by reason of the signing of this letter or by taking any action in reliance thereon Each party hereto fully understands that no party shall have any legal obligations to the other, or with respect to the proposed transaction, unless and untI all of the terms and conditions of the proposed transaction have been negotiated, agreed to by all parties and set forth n a definitive agreement which has been signed and delivered by all part es. The only legal obligations, which any party shall have, shall be those contained in such signed and delivered definitive agreement referred to above. If you have any questions, please call us to discuss at (479) 802-0028 We would appreciate your response as soon as possible We look forward to receiving your response Regards, Sterling Hamilton Greg House - Fay ttteeville�Depo- t LLC - Seller 000 3E 2 N. ff EXISTING "BUILDIN6 DEPOT LOT DEVELOPMENT SITE PLAN - SCALE: 1 50, K-1 2019.12.17 LSW Fayetteville, AR � r • � i � � • >.Y�.a.ifnl +r ~ r • ! 1 1 Bank Land Conveyance to City r Depot Land Conveyance to City t' w • kt. 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N. ­-b. prr asn a pause lol:rd Mrp shasae :p ntruW to wavo Ih1 tort mmmrn^,y aet forth uroer Arkansas law THIS IS THE OLD PACKET PLEASE SEE REVISED PACKET Legistar ID No.: 2020- 1055 AGENDA REQUEST FORM FOR: Council Meeting of December 1, 2020 FROM: Mayor Lioneld Jordan ORDINANCE OR RESOLUTION TITLE AND SUBJECT: AN ORDINANCE TO APPROVE A CONTRACT WITH THE BANK OF FAYETTEVILLE, GREG HOUSE, FAYETTEVILLE DEPOT, LLC (AND POSSIBLY TED BELDEN) TO PURCHASE ABOUT ONE HALF ACRE IN THE DEPOT/BANK LOT FOR $350,000.00, TO APPROVE A LEASE -TO -OWN ARRANGEMENT WITH GREG HOUSE FOR THE .2 ACRE LOT ON THE NORTH END OF THE CIVIC PLAZA, TO AGREE TO CONVEY TO GREG HOUSE THE OWNERSHIP OF ABOUT 14,000 SQUARE FEET OF THE BOTTOM FLOOR OF THE CITY'S PUBLIC PARKING DECK AND OTHER ITEMS, AND TO PASS AN EMERGENCY CLAUSE ruR AGENDA: Mayor L' e100 an, City Attorney t Williams 2`l, �ZIC-) Date CITY OF FAYETTEVILLE ARKANSAS MEETING OF DECEMBER 1, 2020 TO: Mayor and City Council THRU: Susan Norton, Chief of Staff Paul Becker, Chief Financial Officer CITY COUNCIL MEMO FROM: Wade Abernathy, Director Bond and Construction Projects DATE: 11 /24/2020 SUBJECT: Approval of a contract between Bank of Fayetteville/Depot Lot site for Public Parking Deck. RECOMMENDATION: Staff recommends approval of the contract which will authorize land purchase for the Replacement Parking Deck allowing the project to move forward and expedite the completion prior to beginning the Arts Corridor Civic Plaza Project. BACKGROUND: In April 2019, Fayetteville voters approved question 8 on the bond initiative for the new cultural arts corridor and replacement parking. Phase 1 Bonds allocated $20,016,970 for this first phase of the CAC and replacement parking. In January 2020, Council approved the mayor to sign a letter of intent with Sage Partners LLC for the purchase of .6 acres for a parking deck and conveyance of .2 acres on the north side of the plaza. February 2020, council was presented with contract terms for consideration. In May of 2020, Council approved an Engineering Services contract with Olsson Engineering for the Design of the Replacement Parking Deck May 2020, Council was presented individually concept designs and contract terms. June 2020, Council was presented at Agenda Session with Schematic Drawings of the Deck and updated contract terms. In June of 2020, Council Approved Change Order #2 for the CMAR services for the Replacement parking deck with Nabholz. Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 DISCUSSION: Over the past several months there has been many meetings, discussions and negotiations between Administration, Staff, City Attorney, Developers, Developers Attorney and Walton Arts Center. Those countless hours and hard work have resulted in a Contract that is a fair deal for the parties involved. The terms in this contract have included many of Individual Council member's items requested terms, as well as City Attorney Kit William's additional terms to best serve the City's Interest. Some of those terms include: • Conservation Easement for the Historic Portion of the Train Depot. • 7 years protection of the Arsaga's Building with no build over. • Enhancement of Arsaga's building. • Option to Purchase trail plaza section for trail/rail/and future mobility hub and verbiage for the time frame for that purchase of 7 years. • Lease to purchase agreement of north plaza space allows the City to maintain ownership of property for 4 years after completion of the deck and start of plaza. • Deck Liner to include 2000 sq.ft. PD substation owned by City. • 330 spaces to include 290 replacement parking spaces. • Verbiage to address time frame for 6m and 7th floor completions in 10 years • Civic plaza building design acceptable to the City • Transit Hub Bus Stops at Dixson and West Ave. BUDGET/STAFF IMPACT: N/A 4 DEPARTMENTAL CORRESPONDENCE OFFICE OF THE CITY ATTORNEY TO: Mayor Jordan City Council Kit Williams City Attorney Blake Pennington Assistant City Attorney Jodi Batker CC: Susan Norton, Chief of Staff Paralegal Paul Becker, Finance Director Wade Abernathy, Facilities Management Director FROM: Kit Williams, City Attorney{ DATE: November 23, 2020 RE: City Attorney's proposed Contract for Bank of Fayetteville/Depot Lot Site for Public Parking Deck Last Friday I furnished you the last proposal I received from Greg House's attorney in October showing what they want the City Council to agree to give them in exchange for Greg's quarter acre. There are numerous issues with Mr. House's proposal, but let me point to just a few. Instead of providing the City an option to purchase the one floor ground area for a possible Transit Hub Building between the Depot and the freight building as part of our consideration valued far in excess of a half million dollars going to Mr. House from the City, he demands in his October proposal that the City pay for the commercial exterior finish for his 14,000 square foot, ground floor commercial space in our deck just for an option to purchase the Transit Hub's single story space for seven and a half years. I do not know how costly the commercial grade exterior finish would be, but I believe it would be many thousands of dollars. Mr. House then places the cost of the single story, ground floor space of the Transit Hub building "for a sum equal to $60 per square feet." According to Google and math that amounts to over Two Million Six Hundred Thousand Dollars ($2,600,000.00) per acre. The single story, ground floor area in our parking deck that Mr. House is receiving without any charge for the ground space is 14,000 square feet. Applying Greg House's proposed $60.00 per square foot value for single -story ground space equals Eight Hundred and Forty Thousand Dollars ($840,000.00). If you add that to the $250,000.00 cash payment to Mr. House and the almost certain conveyance of the .2 acre lot on the Civic Plaza appraised at $263,000.00, the City would be paying and conveying One Million Three Hundred Fifty Three Thousand Dollars ($1,353,000.00) to Greg House for his less than 1/4 acre lot. This does not even take into account Mr. House's right to build two addition stories on top of City's public parking deck for his exclusive use and benefit. Both of these floors are larger than his 14,000 square foot ground level commercial space. I should point out that the Administration rejects Greg House's valuation of $60 per square foot for the ground single -story area between the Depot and freight building for a future transit hub building. Thus, the 14,000 square feet of first floor ground space in the City's parking deck that Greg House would receive is also not fairly valued at $60 per square foot. The original Walton Arts Center Parking Lot (aka the West Avenue parking lot) was expressly and purposely built so patrons for popular performances at the Walton Arts Center could be assured of convenient parking. Indeed, a special provision of the bond and ballot language promised a continuation of such performance arts parking near the Walton Arts Center. Greg House's contract reads: "The Deck shall not be permitted to have more than fifty (50) parking spaces reserved for events occurring downtown at any given time." That limitation on the City's use of our own public parking deck might help Greg House to lure a hotel to locate on his property because the hotel could avoid the normal expense to build or acquire parking for its employees and guests. However, this would destroy the very reason this additional Ten Million Dollars was placed on the ballot and supported by the Walton Arts Center. The City will not accept any limitations on the City's ability to apportion the parking within the City's deck. I believe that our City should continue to work the Walton Arts Center to ensure its patrons will have sufficient reserved parking for its events. 0 SUMMARY OF MOST IMPORTANT TERMS AND CONDITIONS IN OUR PROPOSED CONTRACT WITH GREG HOUSE (1) Greg House conveys slightly less than one quarter acre about one block north of Dickson Street. (2) Greg House conveys a conservation easement not to change the exterior, build over, nor obstruct the current view of the Depot from Dickson Street for the width of the Depot building. Greg continues to own, remodel, rent, and operate this building commercially as he has done for many years. For this slightly under one quarter acre and the Depot building protection, the City would pay or convey the value of the following: (1) Two Hundred and Fifty Thousand Dollars in cash ($250,000.00). (2) Most (14,000 square feet) of the ground story of the City's public parking deck. This is substantially larger than the whole portion of Greg House's asphalt lot that he is conveying to the City. (3) Lease -to -own the only developable lot on the Civic Plaza near Dickson Street appraised (conservatively) for Two Hundred Sixty -Three Thousand Dollars ($263,000.00). Rent forgiven if Food Hall built properly and timely. (4) Greg House's right to build one or two stories atop the City's Public Parking Deck for his exclusive use and profit. Those four extremely valuable items for Greg House were agreed to by our City staff and Greg House in the summer. That is why I have incorporated these terms into this proposed contract (attached) which the Mayor now recommends, and which I approve as probably within the City Council's discretion to accept and within the Council's legal duty to ensure any contract is fair to our citizens. I would have substantial legal concerns about any proposed contract if even more valuable items were added for Mr. House's benefit. Please remember that this is a no -bid situation which should require extra scrutiny of the terms by the City Council. The City Council has substantial discretion to determine whether any proposed contract is in the citizens' best interests. The City Council does have a duty to ensure our taxpayers receive at least reasonably fair value for the taxpayers' revenue and property. The City Council needs to act promptly and certainly before the end of 2020 on this proposed contract. If Greg House rejects any term in this very favorable contract or fails to sign it promptly, I recommend the City move the deck to another public parking lot. 91 CONTRACT TO PURCHASE ABOUT ONE HALF ACRE OF PROPERTY FROM THE BANK OF FAYETTEVILLE AND GREG HOUSE FOR THE CITY PUBLIC PARKING DECK SITE ON WEST AVENUE AND TO LEASE -TO -OWN TO GREG HOUSE AND TED BELDEN ABOUT ONE FIFTH OF AN ACRE ON THE NORTH SIDE OF THE CIVIC PLAZA NEAR DICKSON STREET PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT On this day of December 2020, the date that the Mayor of the City of Fayetteville, the authorized representative of the Bank of Fayetteville, Greg House and Ted Belden have all signed this contract and agreed to all of its terms and conditions, this contract becomes effective and enforceable. CITY OF FAYETTEVILLE'S COMMITMENTS TO THE BANK OF FAYETTEVILLE In exchange for all of the commitments, promises, terms and conditions within this contract, the City of Fayetteville hereby agrees and covenants with the Bank of Fayetteville as follows: (1) The City will provide up to Ten Million Dollars ($10,000,000.00) in bond funds for its costs associated with the purchase of the land, geotechnical and other preliminary testing and design work, and the design, construction and equipping of the City's public parking deck. (2) The City will purchase the portion of property owned by the Bank of Fayetteville (somewhat greater than one quarter of an acre) which is needed for the City's public parking deck's construction for One Hundred Thousand Dollars ($100,000.00). II BANK OF FAYETTEVILLE'S COMMITMENTS TO THE CITY OF FAYETTEVILLE In exchange for the One Hundred Thousand Dollars ($100,000.00) paid by the City of Fayetteville, the Bank of Fayetteville agrees as follows: The Bank of Fayetteville will sell and convey to the City of Fayetteville its property, as further described in Exhibit A to this contract, by general warranty deed free and clear of all easements except the five foot pedestrian ground easement on the north side of its property which shall not intrude upon the property needed for the construction or operation of the City public parking deck. III CITY OF FAYETTEVILLE'S COMMITMENTS TO GREG HOUSE, FAYETTEVILLE DEPOT, LLC AND/OR TED BELDEN In exchange for all of the commitments, promises, terms and conditions within this contract, the City of Fayetteville hereby agrees and covenants with Greg House, the Fayetteville Depot LLC, and/or Ted Belden as follows: (1) The City will provide up to Ten Million Dollars ($10,000,000.00) in bond funds for its costs associated with the purchase of the land, geotechnical and other preliminary testing and design work, and the design, construction and equipping of the City' s public parking deck. (2) The City will purchase the portion of the property owned by Greg House and/or the Fayetteville Depot, LLC (somewhat less than one quarter of an acre) also needed for the City's parking deck's construction (as further described in Exhibit B) for Two Hundred and Fifty Thousand Dollars ($250,000.00); and (3) The City will lease -to -own its about one fifth of an acre building site on the north area of the Civic Plaza next to Dickson Street (as further described in Exhibit C) for its appraised value of Two Hundred and Sixty -Three Thousand Dollars ($263,000.00) payable in 36 consecutive monthly payments of Seven Thousand Three Hundred and Five Dollars ($7,305.00) beginning on the effective date of this contract to Greg House and Ted Belden. The City shall not require these lease -to -own rental payments to be delivered by Greg House or Ted Belden to the City until the end of the three-year period after the beginning of this contract. The City will forgo this payment and forgive this Two Hundred Sixty -Three Thousand Dollar ($263,000.00) debt if: (A) All of the exterior including foundation, walls, windows, door, floors, stairways, elevators, roof and fourth floor rooftop deck of this about 18,000 square foot, three story Food Hall building with its fourth floor rooftop deck (constructed with the materials and in accordance with the design as depicted by Greg House's architect Rob Sharp in his presentation to the City Council and public) has been completed to a "white box" condition by the completion and opening to the public date of the Civic Plaza (the City Council by . Resolution may in its sole discretion agree to changes proposed by House and/or Beldon in the original design and materials to be used); and (B) Within twelve (12) months after the completion and opening of the Civic Plaza, the Food Hall building must be completely finished, ready for customers and other tenants and operational to the satisfaction of the City Council in order to justify the City's forbearance and forgiveness of the accumulated rental payment debt of Two Hundred Sixty Three Thousand Dollars ($263,000.00) in consideration of the sales and HMR taxes and other 2 benefits that this operating Food Hall and other businesses or offices within this large Food Hall building should generate. (C) Upon the payment of Two Hundred Sixty -Three Thousand Dollars ($263,000.00) by Greg House and/or Ted Belden or their complete compliance with the requirements of (A) and (B) above to the City Council's satisfaction, the City agrees it will convey the about one fifth of an acre lot to Greg House and Ted Belden. Without House's and Belden's complete compliance of the requirements of (A) and (B) or their prompt payment of the full Two Hundred Sixty -Three Thousand Dollars ($263,000.00), the City may terminate the lease and sell or lease this .2 acre lot to another entity, or renegotiate with House and/or Belden. (4) In further consideration of the slightly less than one quarter acre parcel that Greg House d/b/a Fayetteville Depot, LLC will sell to the City for Two Hundred and Fifty Thousand Dollars ($250,000.00) and future probable conveyance of the City's one fifth of an acre lot appraised at Two Hundred and Sixty Three Thousand Dollars ($263,000.00) to Greg House (and possibly also to Ted Belden), the City also will convey condominium type rights to a designated portion of about 14,000 square feet on the ground floor of the City's public parking deck for Greg House's commercial space (which may also be used by Fayetteville Depot LLC as parking until leased or otherwise used as commercial space) subject to House's payment of the construction costs outlined below and within Greg House's, Fayetteville Depot, LLC's and Ted Belden's commitments in IV. (5) The City also agrees to pay 50% of costs to provide water/sewer main utility access to the Food Hall site that Greg House d/b/a Fayetteville Depot, LLC and/or Ted Belden plan to build on this .2 acre parcel; and (6) The City through its building construction contractor also agrees to pay Greg House d/b/a Fayetteville Depot, LLC $4,000.00 per month to rent the necessary staging area and construction space on the Depot lot needed for the construction of the City's public parking deck. (7) The City will further authorize Greg House and Ted Belden to build now or within ten (10) years of the date of this contract's approval floor six or floors six and seven above the City's public parking deck upon their payment of the full additional expense for the additional design and construction costs, including foundation and supporting walls strengthening and increased capacity; enhanced, enlarged and/or additional stairways and elevators deemed necessary or advisable by the City to serve their potential uses on the Oh and/or 601 and 7`h floors; extension and support of utilities needed and advisable by the City to serve the additional floors; exterior facades for these floors which coordinate with and compliment the City's public parking deck exterior fagade; and compliance with all Unified Development Code requirements for the design, construction and uses allowed for this building. If Greg House and/or Ted Beldon or any other entity constructs the 61 floor or the 7th floor after the City's public parking deck has been completed and is operational, they will be strictly liable for any damage occurring to the City's public parking deck during this construction. Any lay down, staging, or construction area needed or used for future construction of floor 6 and/or floor 7 must be on the Fayetteville Depot's property or other private property rather than on City property or right-of-way and shall not impede the City's use and operation of its public parking deck nor of the Fayetteville Police Substation. IV GREG HOUSE'S, FAYETTEVILLE DEPOT, LLC'S AND TED BELDEN'S COMMITMENTS TO THE CITY OF FAYETTEVILLE In exchange for Two Hundred and Fifty Thousand Dollars ($250,000.00), the lease -to - own and likely conveyance of the .2 acre building site appraised at Two Hundred and Sixty Three Thousand Dollars ($263,000.00), the free use of the about 14,000 square feet of ground level commercial space in the City's public parking deck, and all of the other commitments, promises, terms and conditions within this contract, Greg House, Fayetteville Depot, LLC and Ted Belden agree and covenant as follows: (1) Greg House, the Fayetteville Depot, LLC and Ted Belden promise and agree to sell and convey to the City of Fayetteville their property (somewhat less than one quarter of an acre) as described in Exhibit C to this contract by general warranty deed free and clear of all easements or title impairments. If Ted Belden does not claim any ownership rights to this parcel at the time of conveyance, he may satisfy his part of this conveyance duty by means of a separate quit claim deed to the City. (2) Greg House, the Fayetteville Depot, LLC and Ted Belden agree to the current general design of the City's public parking deck and agree to a condominium -type conveyance of the approximate 14,000 square foot ground floor commercial area designated in the plans of the City's public parking deck. Greg House and/or Ted Belden agree to pay for all associated costs to construct this 14,000 square foot commercial space (which includes the increased costs to construct the top 14,000 square feet of the City's public parking deck necessitated by Greg House's use of the ground floor commercial space). Greg House and Ted Belden agree to finish the exterior of this ground story 14,000 square foot commercial space to commercial standards as shown in the Lack and Hoffman presentation of the arcade, and main building. The City agrees to pay for exterior finishing to those standards for the approximate 2,000 square foot area on the ground floor for the Fayetteville Police Substation and the second floor of the arcade fagade facing West Avenue. (3) Greg House, Fayetteville Depot, LLC and Ted Belden agree to all of the requirements of paragraph III (7) regarding their duties and responsibilities if they wish to exercise their right to construct and use floor six and/or floors six and seven of the City's public parking deck. Failure of Greg House, Fayetteville Depot, LLC or Ted Belden to fully 4 pay for these additional design and construction costs needed to support and serve floors six and/or six and seven prior to construction of the foundation for the City's public parking deck terminates their rights to later construct these upper floors. (4) All parties agree that the City's main public parking deck building will abut the building now occupied by Arsaga's and be fifteen feet (15') from the West Avenue right-of-way, and that a two story "arcade" section shall fill that fifteen -foot (15') area up to the right- of-way with a finished exterior as shown in the Lack/Hoffman presentation. Greg House, Fayetteville Depot, LLC and Ted Beldon shall be responsible to pay to finish their ground floor section of the arcade and main building to commercial standards as depicted in the Lack/Hoffman presentation. The City shall pay to finish the Fayetteville Police Substation and the second floor of the arcade to that same standard. (5) Greg House, Fayetteville Depot, LLC, and/or Ted Belden further agree to pay all utility costs (initial construction and future use) necessitated by his 14,000 square feet of commercial space on the ground floor and any necessary utilities on floors 6 and/or seven if constructed. Utility costs necessary to serve the Fayetteville Police Department substation (about 2,000 square foot office on the ground floor) will be paid by the City. (6) Greg House, Fayetteville Depot, LLC and/or Ted Belden further agree, promise, and covenant as follows: (A) to provide access of the Transit Hub bus stops for both Dickson Street and West Avenue as illustrated on the MillerBoskus plan. (B) To provide an option to purchase for seven (7) years from the date of this contract for the ground floor area up to a height of fifteen feet (15') between the historic train depot and the freight building now occupied by Arsaga's from the railroad right-of-way to the eastern side of these building for use as a Transit Hub or other public use for the then current fair market value as determined by a qualified, professional, independent appraiser paid for by the City. (C) to convey to the City a permanent conservation easement for the historic depot train station building and all area from the railroad right-of-way to the eastern side of the depot building and from northern side of the historic depot to Dickson Street which will preserve the historic depot building in its current historic condition and prevent any construction above the historic depot building. This conservation easement shall also prohibit any construction upon or the parking of any large vehicles (such as food trucks) on the parking area south of the depot for the area between the railroad right-of-way to the eastern side of the depot building which could obstruct the public view of the historic train depot building from Dickson Street. (D) to refrain from substantially changing or building over the freight building or Hookah Bar space for seven years from the date of this contract, except that Greg House, Fayetteville Depot, LLC, and/or Ted Belden retain the right at their sole 5 expense to construct a roof properly and safely attached on an agreed location on the rear of the City's public parking deck over the freight building to create a one story outdoor covered space. U GENERAL COMMITMENTS FOR ALL PARTIES WHO AGREE AS FOLLOWS: (1) Access to Entire Property. Cross easements for all property currently owned by any party or the subject of this contract shall be provided by all parties to facilitate access and development throughout this site. (2) Closing Date and Place. Closing shall occur within 60 days following the date this Contract has been approved by all parties. The Closing shall occur at 113 West Mountain Street, Fayetteville, Arkansas in a room supplied by the City of Fayetteville or at another location agreed upon by the parties. The Closing Date may be extended upon the mutual agreement of the parties. (3) Date of Possession. Possession of the building site described in Exhibit A and Exhibit B shall be delivered to the City of Fayetteville on the Closing Date free of any tenancies or other third party possessory rights. (4) Possession of Lease Site. Possession through the lease -to -own of the .2 acre site on the Civic Plaza will be delivered to Greg House, Fayetteville Depot, LLC, and/or Ted Belden upon the City's public parking deck completion, and the start of the City's full construction of the West Avenue Parking Lot into the Civic Plaza. (5) Title Insurance. (a) The Bank of Fayetteville shall order a title commitment for its property described in Exhibit A as soon as practicable following the full execution of this contract through Bronson Abstract. If the report on title, binder or commitment discloses any defects in title (other than liens or encumbrances of a definite or ascertainable amount which may be paid at closing), The Bank shall have thirty (30) days from the date of the City notice of such defects to make a good faith effort to cure such defects and to furnish a report showing the defects cured or removed. If such defects are not cured within thirty (30) days, the City may terminate this agreement or may, at its election, take title subject to any such defects. The cost of the title commitment and the cost of the owner's title policy shall be borne by the Bank. (b) Greg House, Fayetteville Depot, LLC and/or Ted Belden shall order a title commitment for its property described in Exhibit B as soon as practicable following the full execution of this contract through Bronson Abstract. If the report on title, binder or commitment discloses any defects in title (other than liens or encumbrances of a definite or ascertainable amount which may be paid at closing), Greg House and 6 Fayetteville Depot, LLC shall have thirty (30) days from the date of the City notice of such defects to make a good faith effort to cure such defects and to furnish a report showing the defects cured or removed. If such defects are not cured withir thirty (30) days, the City may terminate this agreement or may, at its election, take title subject to any such defects. The cost of the title commitment and the cost of the owner's title policy shall be borne by Greg House, Fayetteville Depot, LLC and/or Ted Belden. (6) Deed, Taxes, Closing Costs and Other Documents. (a) On the Closing date, The Bank of Fayetteville shall convey marketable and insurable title to the property described in Exhibit A by general warranty deed, free and clear of all liens, restriction, and encumbrances except easements and rights - of -way of record, or as provided in this contract. (b) On the Closing date, Greg House and the Fayetteville Depot, LLC (and Ted Belden if applicable) shall convey marketable and insurable title to the property described in Exhibit B by general warranty deed, free and clear of all liens, restriction, and encumbrances except easements and rights -of -way of record, or as provided in this Contract. (7) Taxes and Special Assessments. Taxes and special assessments due for the parcels on or before the date of closing shall be paid by the party selling the parcel. Ad valorem taxes shall be prorated as of the date of closing. All parties shall share equally the cost of a reasonable closing fee imposed by Bronson Abstract and the sellers shall be responsible for any revenue stamps resulting from this transaction. All recordings fees for the deeds and other documents that need to be filed shall be the responsibility of the benefited party. (8) Risk of Loss. Risk of loss as to all property to be conveyed shall remain with the party who owns the tract until the Closing date. (9) All Parties' Due Diligence. All parties may enter upon the property to be conveyed or leased to conduct any surveying, testing or inspection it deems necessary to ensure the property will be appropriate and safe. If any party discovers any problems that would adversely impact its development and use of the property, that party shall notify all other parties within thirty (30) days of the date of this contract and shall be granted thirty (30) days to remediate any problem. Any party may also terminate this contract without penalty rather than remediating any problem or issue discovered. (10) Notices required by this Contract shall be in writing and shall be delivered to: City of Fayetteville ATTN: Mayor's Office 113 W. Mountain Street Fayetteville, AR 72701 Mayor(u fayetteviIle-ar.Kov Greg House and Fayetteville Depot, LLC Ted Belden mailing address email address 7 mailing address email address (11) Authority. Each of the undersigned individuals represents and warrants that they are authorized to enter into this contract on behalf of themselves or their respective entities and that execution hereof will bind all parties to this contract. (12) Counterparts. This contract may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement. (13) Scanned Signature. For purposes of executing this contract, a scanned signature shall be as effective an as actual signature. (14) Applicable Law. This contract shall be construed and enforced in accordance with the laws of the State of Arkansas with venue in Washington County, Arkansas. (15) Survival. The representations, commitments, and agreements of the parties contained herein shall survive the closing date. (16) No Waivers. The waiver by any party hereto of any commitment, condition, or the breach of any term, covenant or commitment herein contained shall not be- deemed to be a waiver of any other condition or of any subsequent breach of the same or of any other term, covenant or condition herein contained. (17) Time of Essence. Time is of the essence in this contract. (18) Complete Agreement. All understandings and agreements heretofore existing between the parties are merged into this contract that alone fully and completely expresses their agreement. This contract may be changed only in writing signed by all of the affected parties hereto and shall apply to and bind the successors and assigns of each of the parties hereto and shall not merge with the deeds delivered to the City at closing. IN AGREEMENT WITH ALL OF THE TERMS AND CONDITIONS of this contract and after being properly authorized by the Fayetteville City Council, the Mayor and City -Clerk Treasurer of the City of Fayetteville, Arkansas, sign their names below: CITY OF F. IWA n, Date: , �� 7- ATTEST: Kara Paxton, City Clerk -Treasurer IN AGREEMENT WITH ALL OF THE TERMS AND CONDITIONS of this contract, after being properly authorized to sign for Fayetteville Depot, LLC and any other entity, we sign their names below: Greg House for himself individually and as proper legal representative or managing partner or agent of Fayetteville Depot, LLC. Date: Greg House Ted Belden, for himself individually, and for any entity for which he has legal authority to approve this contract Date: Ted Belden IN AGREEMENT WITH ALL OF THE TERMS AND COMMITMENTS within Sections I, II and V of this contract, after being properly authorized by the Bank of Fayetteville and its parent company, I sign below: BANK OF FAYETTEVILLE Signature of responsible officer Printed name Title E Date: Branson, Lisa From: Williams, Kit Sent: Tuesday, March 16, 2021 2:43 PM To: Jordan, Lioneld; Gutierrez, Sonia; Jones, D'Andre; Kinion, Mark; Petty, Matthew; Scroggin, Sloan; Bunch, Sarah; Turk, Teresa; Hertzberg, Holly Cc: Norton, Susan; Pennington, Blake; Paxton, Kara; Branson, Lisa Subject: RE: Amended ordinance needed for approval of real estate purchase contracts Corrected subject line. From: Williams, Kit Sent: Tuesday, March 16, 2021 2:41 PM To: Jordan, Lioneld <Ijordan@fayetteville-ar.gov>; Gutierrez, Sonia <sonia.gutierrez@fayetteville-ar.gov>; Jones, D'Andre <dandre.jones@fayetteville-ar.gov>; Kinion, Mark <mark.kinion@fayetteville-ar.gov>; Petty, Matthew <matthew.petty@fayetteville-ar.gov>; Scroggin, Sloan <sloan.scroggin@fayetteville-ar.gov>; Bunch, Sarah <sarah.bunch@fayetteville-ar.gov>; Turk, Teresa <teresa.turk@fayetteville-ar.gov>; Hertzberg, Holly <holly.hertzberg@fayetteville-ar.gov> Cc: Norton, Susan <snorton@fayetteville-ar.gov>; Pennington, Blake <bpennington@fayetteville-ar.gov>; Paxton, Kara <kapaxton@fayetteville-ar.gov>; Branson, Lisa <Ibranson@fayetteville-ar.gov> Subject: RE: honoring Coach Richardson and Lt Col Leroy Pond by street naming Mayor and Council, Attached is my memo explaining the need to amend the currently proposed ordinance which had approved a lease to own for the .2 acre parcel in the West Avenue Parking Lot. The proposed contract is now a Real Estate Purchase (by Dickson and West Investments. LLC) from the City. Because this is now a sale of municipally owned real property, we must consider §34.27 Sale of Municipally Owned Real Property which places additional resolution and notification requirements on the Council before such a sale can occur. However, the Council can amend this section to allow a sale of a parcel within the West Avenue Parking Lot by majority vote without having to adhere to the limitations and requirements of §34.27. To allow the City Council to pass the ordinance approving all real estate purchase contracts tonight, I have placed an amendment to §34.27 as Section 1 of the ordinance to allow approval by majority vote of the City Council without the need to comply with the notification and other requirements of §34.27. Attached is also the proposed ordinance which should replace the current ordinance. Kit 4 DEPARTMENTAL CORRESPONDENCE OFFICE OF THE CITY ATTORNEY Kit Williams City Attorney Blake Pennington Assistant City Attor w), TO: Mayor Jordan Jodi Batker City Council Paralegal CC: Susan Norton, Chief of Staff Paul Becker, Finance Director Wade Abernathy, Facilities Management Director FROM: Kit Williams, City Attorney DATE: March 16, 2021 RE: Amendments for Ordinance approving purchase and sale of real property needed Last Friday afternoon, you were provided the latest (and final) versions of the City's very complicated agreements with the Bank, Greg House and Ted Belden. One of the changes was to replace the lease -to -own proposal for the .2 acre parcel in the Cultural Arts Plaza with an actual sale of this City owned real estate a new entity, Dickson & West Investments, LLC. Therefore, I needed to amend the currently proposed Ordinance approving the Lease -to -own Agreement and replace that with language approving Real Estate Purchase Agreement. A bigger problem with the proposed outright sale of City owned real property is that the Fayetteville Code has long placed numerous conditions and restrictions on such sales including public notice of the intent to sell "not less that fifteen (15) days before the City Council may consider a resolution to approve a sale of City real property..." §34.27 Sale of Municipal Owned Real Property. A major part of my position as Fayetteville City Attorney is to make legally possible, if I can, what the Mayor and City Council desire to accomplish. To make all these interrelated Real Estate Purchase contracts able to be legally approved tonight, I have redrafted the ordinance not only to approve the new Real Estate Purchase Contract replacing the Lease -to - own Agreement, but I have also drafted an amendment to §34.27 allowing the City Council to sell parcels in the West Avenue Parking Lot (a/k/a Cultural Arts Plaza) by majority vote without any of the procedures or actions required in (A), (B) and (C) of section 34.27. As part of this ordinance and if the emergency clause is also passed, the amendment to §34.27 will become effective immediately upon passage and approval just like the rest of the ordinance approving of the three contracts. Thus, the Closing Date of April 1, 2021, is still achievable if the City Council amends and passes the amended ordinance and its emergency clause tonight. The emergency clause requires a second vote if the ordinance passes. The affirmative votes of six Council Members is required to pass an emergency clause. The Mayor is not constitutionally allowed to vote on an emergency clause. I have attached my proposed amended ordinance as described above. With Ten Million Dollars at stake, I believe it would be advisable for me to read the entire proposed amended ordinance before you vote whether or not to amend it to that final version. Then, I suggest that the City Council vote to suspend the rules to go to the third and final reading, so I can then read the title of the ordinance. This procedure should protect us as much as possible from any parliamentary or procedural issues some challenger might try to raise. 2 ORDINANCE NO. AN ORDINANCE TO AMEND § 34.27 SALE OF MUNICIPALLY OWNED REAL PROPERTY TO AUTHORIZE THE SALE OF THE .2 ACRE PARCEL IN THE WEST AVENUE PARKING LOT, TO APPROVE REAL ESTATE PURCHASE CONTRACTS WITH THE FARMERS & MERCHANTS BANK, FAYETTEVILLE DEPOT, LLC, AND DICKSON & WEST INVESTMENTS, LLC TO PURCHASE ABOUT ONE HALF ACRE IN THE DEPOT/BANK LOT FOR $350,000,00, TO APPROVE A REAL ESTATE SALES CONTRACT WITH DICKSON & WEST INVESTMENTS, LLC FOR THE .2 ACRE LOT ON THE NORTH END OF THE WEST AVENUE PARKING LOT, TO AGREE TO CONVEY TO DICKSON & WEST INVESTMENTS, LLC THE OWNERSHIP OF ABOUT 14,000 SQUARE FEET OF THE BOTTOM FLOOR OF THE CITY'S PUBLIC PARKING DECK AND OTHER ITEMS, AND TO PASS AN EMERGENCY CLAUSE WHEREAS, City staff and Greg House, as managing member of Fayetteville Depot, LLC and Dickson & West Investments LLC, have long negotiated terms and conditions for this land purchase and lease -to -own agreement (which is now a real estate contract to sell city property) and have placed these terms within the Real Estate Purchase contracts included within this Agenda item or presented to the City Council; and WHEREAS, § 34.27 Sale of Municipally Owned Real Property of the Fayetteville Code must be amended to allow the change from a lease -to -own to an outright sale of City real property to be accomplished by the proposed Closing date of all the Real Estate Purchase contracts; and WHEREAS, the Farmers and Merchants Bank owns vital and necessary property needed for the proposed City Parking Deck and has offered to sell such property to the City for One Hundred Thousand Dollars ($100.000.00); and WHEREAS, City staff and Mayor Jordan recommend approval of these contracts which have been approved and signed by the Farmers and Merchants Bank, Fayetteville Depot, LLC, and Dickson and West Investments, LLC; and WHEREAS, these contracts include the purchase of a valuable building site on West Street, the purchase of a valuable building site in the future Civic Plaza along Dickson Street, the protection through conservation easement of part of the historic Depot building, and other terms and conditions which make competitive bidding for these purchases, conveyances, and agreements not reasonable or practical; and WHEREAS, to get the multi -story public parking deck constructed and operational so that the Civic Plaza can be constructed within the bond revenue time limits, all parties to this contract must have approved and signed the contracts by or on March 16, 2021, and this ordinance must be made to be immediately effective. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Page 2 Ordinance No. Section 1 : That the City Council of the City of Fayetteville, Arkansas hereby amends §34.27 Sale of Municipally Owned Real Property of the Fayetteville Code by enacting a new (E) as follows: "(E) The City Council may sell City owned parcels in the West Avenue Parking Lot (a/k/a Cultural Arts Plaza) by majority vote and without any of the procedures specified or required in (A), (B), and (Cy, Section 2: That the City Council of the City of Fayetteville, Arkansas hereby determines that the complexity of these interrelated contracts, the need to complete this bond funded project promptly, and the requirement that the deck location be near the Walton Arts Center renders normal competitive bidding not reasonable or practical'and therefore waives formal competitive bidding, approves all of the contracts included within the Agenda Item or presented to the City Council and authorizes Mayor Jordan to sign these contracts as well as all documents necessary to carry out the terms and conditions of these contacts. Section 3. Emergency Clause. That the City Council of the City of Fayetteville, Arkansas hereby determines that the need to get the City's public parking deck under construction as soon as possible to avoid potential problems with bond revenue spending requirements and to expedite the beneficial construction of the Civic Plaza is necessary for the peace, health and safety of our citizens, residents and visitors; therefore, the City Council declares that an emergency exists and determines this ordinance shall be effective immediately upon its passage and approval. PASSED andAPPROVED this 16d day of March, 2021 ATTEST: PAXTON, City Clerk/Treasurer AFFIDAVIT OF PUBLICATION I, Brittany Smith, do solemnly swear that I am the Accounting Legal Clerk of the Northwest Arkansas Democrat -Gazette, a daily newspaper printed and published in said County, State of Arkansas; that I was so related to this publication at and during the publication of the annexed legal advertisement the matter of. Notice pending in the Court, in said County, and at the dates of the several publications of said advertisement stated below, and that during said periods and at said dates, said newspaper was printed and had a bona fide circulation in said County; that said newspaper had been regularly printed and published in said County, and had a bona fide circulation therein for the period of one month before the date of the first publication of said advertisement; and that said advertisement was published in the regular daily issues of said newspaper as stated below. City of Fayetteville Ord 6420 Was inserted in the Regular Edition on: April 4, 2021 Publication Charges: $308.56 Brittany Smith Subscribed and sworn to before me This !j day of % r-12021. Notary Public My Commission Expires: ZAZV�2. 1 Cathy Wiles Benton COUNTY NOTARY PUBLIC —ARKANSAS My Commission Expires 02.20-2024 Commission No,12397118 **NOTE** Please do not pay from Affidavit Invoice will be sent. Ordinance:6420 File Number: 2020-1055 BANK OF FAYETTEVILLE/DEPOT LOT SITE: AN ORDINANCE TO AMEND § 34.27 SALE OF MUNICIPALLY OWNED REAL PROPERTY TO AUTHORIZE THE SALE OF THE .2 ACRE PARCEL IN THE WEST AVENUE PARKING LOT, TO APPROVE REAL ESTATE PURCHASE CONTRACTS WITH THE FARMERS & MERCHANTS BANK, FAYETTEVILLE DEPOT, LLC, AND DICKSON & WEST INVESTMENTS, LLC TO PURCHASE ABOUT ONE HALF ACRE IN THE DEPOT/BANK LOT FOR $350,000.00, TO APPROVE A REAL ESTATE SALES CONTRACT WITH DICKSON & WEST INVESTMENTS, LLC FOR THE .2 ACRE LOT ON THE NORTH END OF THE WEST AVENUE PARKING LOT, TO AGREE TO CONVEY TO DICKSON & WEST INVESTMENTS, LLC THE OWNERSHIP OF ABOUT 14.000 SQUARE FEET OF THE BOTTOM FLOOR OF THE CITY'S PUBLIC PARKING DECK AND OTHER ITEMS, AND TO PASS AN EMERGENCY CLAUSE WHEREAS, City staff and Greg Ilouse, as managing member of Fayetteville Depot, LLC and Dickson & West Investments LLC, have long negotiated terms and conditions for this land purchase and lease-torown agreement (which is now a real estate contract to sell city property) and have placed these terms within the Real Estate Purchase contracts included within this Agenda item or presented to the City Council; and WHEREAS, § 3427 Sale of Municipally Owned Real Property of the Fayetteville Code must be amended to allow the change from a lease-lo-own to an outright sale of City real property to be accomplished by the proposed Closing date of all the Real Estate Purchase contracts; and WHEREAS, the Farmers and Merchants Bank owns vital and necessary property needed for the proposed City Parking Deck and has offered to sell such property to the City for One Hundred Thousand Dollars ($100.000.00); and WHEREAS, City staff and Mayor Jordan recommend approval of these contracts which have been approved and signed by the Farmers and Merchants Bank, Fayetteville Depot, LLC, and Dickson and West Investments, LLC; and WHEREAS, these contracts include the purchase ofa valuable building site on West Street, the purchase of a valuable buildinu site in the future Civic Plaza along Dickson Street, the protection through conservation casement of part of the historic Depot building, and other terms and conditions which make competitive bidding for these purchases, conveyances, and agreements not reasonable or practical; and WHEREAS, to get the multi -story public parking deck constructed and operational so that the Civic Plaza can be constructed within the bond revenue time limits, all parties to this contract must have approved and signed the contracts by or on March 16, 2021, and this ordinance must be made to be immediately NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section I : That the City Council of the City of Fayetteville, Arkansas hereby amends §34.27 Sale of Municipally Owned Real Property of the Fayetteville Code by enacting a new (E) as follows: "(E) The City Council may sell City owned parcels in the West Avenue Parking Lot (a/k/a Cultural Arts Plaza) by majority vote and without any of the procedures specified or required in (A), (B), and (C)." Section 2: That the City Council of the City of Fayetteville, Arkansas hereby determines that the complexity of these interrelated contracts, the treed to complete Ibis bond funded project promptly, and the requirement that the deck location be near the Wallon Arts Center renders normal competitive bidding not reasonable or practical and therefore waives formal competitive bidding, approves all of the contracts included within the Agenda Item or presented to the City Council and authorizes Mayor Jordan to sign these contracts as well as all documents necessary to carry out the terms and conditions of these contacts. Section 3. Emergency Clause. That the City Council of the City of Fayetteville. Arkansas hereby determines that the need to get the City's public parking deck under construction as soon as possible to avoid potential problems with bond revenue spending requirements and to expedite the beneficial construction of the Civic Plaza is necessary for the peace, health and safety of our citizens, residents and visitors; therefore, the City Council declares that an emergency exists and determines this ordinance shall be effective immediately upon its passage and approval. PASSED and APPROVED on 3/162021 Approved: Lioneld Jordan, Mayor Attest: Kara Paxton, City Clerk Treasurer 75399548 April 4,2021 This Instrument prepared by: Vicki Bronson Conner & Winters, LLP 4375 N Vantage Drive, Suite 405 Fayetteville, AR 72703 479.582.5711 KNOW ALL MEN BY THESE PRESENTS: Type: REAL ESTATE Kind: WARRANTY DEED Recorded: 1/5/2022 2:05:19 PM Fee Amt: $25.00 Page 1 of 3 Washington County, AR Kyle Sylvester Circuit Clerk File# 2022-00000447 That The Farmers and Merchants Bank, an Arkansas state bank, (successor by merger of The Bank of Fayetteville, formerly The Bank of Fayetteville, N.A.) ("Grantor"), for and in consideration of the sum of Ten Dollars ($10,00) and for other good and valuable consideration, paid by City of Fayetteville, Arkansas ("Grantee"), the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell and convey unto Grantee the following described lands situated in the County of Washington, State of Arkansas: LEGAL DESCRIPTION ATTACHED AS EXHIBIT "A" Subject to any restrictions, conditions, covenants, rights of way, and easements now of record. To have and to hold the same unto the said Grantee and unto its successors and assigns forever, with all tenements, appurtenances and hereditaments thereunto belonging. And Grantor hereby covenants with said Grantee that it will forever warrant and defend the title to the said lands against all claims and encumbrances done or suffered by or through it during the time it held title, but against none other. IN WIT? WH EOF, the name of Grantor is hereunto affixed by its undersigned officer as of this, day of .(l+li�i1= 20aj'� THE FARMER ID M CH NTS BANK By: Name: Blake Holzhauer Title: SVPI Chief Commercial bending Officer Page 1 of 3 File Number: 2022-00000447 Page 1 of 3 STATE OF ARKANSAS ) ) SS. ACKNOWLEDGMENT COUNTY OF WASHINGTON ) On this day personally appeared before me, a Notary Public, Blake Holzhauer, to me well known (or satisfactorily proven) to be such person, and acknowledged himself to be the Senior Vice President and Chief Commercial sending Officer of The Farmers and Merchants Bank, and that he, being authorized so to do, had executed the foregoing instrument for the purposes therein contained. iN WITNESS WHEREOF, I have hereunto set my hand and official seal this Ltyh day of � f . r7 My commission expires: 7 � � � Yotary Public w I.-FSUE KEG NEY NOTAR)' RIJdLIC-STATE OF ARKANSAS WASHINGTON COUNTY My Commission Expires 06-26-2027 Commission # 12361077 I certify under penalty of False swearing that documentary stamps or a documentary symbol in the legally correct amount has been placed on this Instrument. Exempt or no consideration paid if none shown. GRANTEtAGFN Signature Marl Tax Statement to: Page 2 of 3 File Number: 2022-00000447 Page 2 of 3 EXHIBIT "A" Legal description A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County, Arkansas, more particularly described as commencing at the North Quarter -Corner (N 1/4) of said Section; said point being a found iron pin; Thence S02°41'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract; said point being a set cotton spindle; Thence along said 40-line S86°59'31 "E, 276.63 feet; Thence NO3°07'38"E, 13.20 feet; Thence N03112'06"E, 81.12 feet; Thence NO2°14'32"E, 98,08 feet to the point of beginning; Thence NO2°14'32"E, 219.79 feet; Thence N75°54'08"E, 2.23 feet; Thence N74°43'16"E, 64.11 feet; Thence NO3°45'12"E, 5,60 feet; Thence S88°26'50"E, 21.54 feet to a point on the west right-of-way line of West Avenue; Thence S02°30' 15"W along said west right-of-way line, 244.62 feet; Thence N87°02'59"W, 68.99 feet; Thence S02°57'01 "W, 2.00 feet; Thence N87°02'59"W, 14.84 feet to the point of beginning. Containing 0.5 acres more or less. Washington County, AR I certify this instrument was filed on 1/5/2022 2:05:19 PM and recorded in REAL ESTATE File# 2022-00000447 10le Svlvester - Circuit Clerk r Page 3 of 3 File Number: 2022-00000447 Page 3 of 3 Prepared by: Vicki Bronson Conner & Winters, LLP 4375 N. Vantage Drive Fayetteville, AR 72703 (479) 582-5711 Type: REAL ESTATE Kind: EASEMENT Recorded: 1/5/2022 2:06:37 PM Fee Amt: $35.00 Page 1 of 5 Washington County, AR Kyle Sylvester Circuit Clerk File# 2022-00000448 TEMPORARY CONSTRUCTION EASEMENT KNOW ALL MEN BY THESE PRESENTS, That the undersigned, The Farmers and Merchants 'Bank, an Arkansas state bank (successor by merger to The Bank of Fayetteville, formerly The Bank of Fayetteville, N.A.)("Grantor"), for One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acluiowledged, does hereby grant, bargain, sell and convey unto the City of Fayetteville, Arkansas ("Grantee") and unto Grantee's successors acid assigns forever, the following described temporary construction easement over, across, and under a portion of the hereinafter described lands owned by Grantor, situated in Washington County, Arkansas, being more particularly described as follows (the ".Property"): See Legal description attached as Exhibit A and incorporated herein by reference Such easement area (the "Easement Area") shall be such portion of the Property depicted on the attached Exhibit B, Grantor hereby grants, bargains and sells to Grantee such temporary construction easement over and across the Easement Area, together with the right of ingress and egress over and across the Property for the purpose of constructing a parking facility to be built upon the parcel of land adjacent to the 'Property, as well as for the purpose of constructing improvements to sidewalks, curbs and gutters, and driveways located within the Easement Area (collectively, the "Easement"). This Easement shall automatically expire on June 30, 2023, unless renewed by mutual agreement of Grantor and Grantee. The parties agree this Easement is subject to the terms and conditions of that certain Agreement between Grantor and Grantee dated of even date hereof, which is incorporated herein by reference, and Grantee agrees to comply with the Agreement during its use of the Easement Area. This Easement is declared to and does inure to the benefit of the public generally, and shall be binding upon the successors in title to the lands herein described or any part thereof, their mortgagees, lessees, heirs, administrators, executors, successors and assigns. IN WITNESS WHEREOF, the undersigned has set his/her hand and seal this Or, day of 202), File Number: 2022-00000448 Page 1 of 5 STATE OF ARKANSAS ) ) SS. COUNTY OF WASHINGTON ) THE FA&MIKRS AND MERCHANTS BANK By:�19-I-hl Name: Make Hol-jz jgg Title; V e mm r i Lendi er ACKNOWLEDGMENT On this day personally appeared before me, a Notary Public, 111Ak-e Holz-1N- r, to me well known (or satisfactorily proven) to be swch person, and acknowledgod himself/herself to be the SV /Chief Cornmeff�xal Lendink; Officer of The Fanners and Merchants hank and that he, being authorized so to do, had executed the foregoing instrument for the _purposes therein contained, �WITNESS WHEREOF, I have hereunto set my hand an official seal this I--- day of .1�.4liGi,.QJ. 2U21. J ary Public My commission expires: NOTARY WN ANSAS ASHITON COUNTY my Commission Expires 0&26-2027 Commiss I23G1 Q'1? 2 File Number: 2022-00000448 Page 2 of 5 EXHIBIT A Legal Description A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County, Arkansas, snore particularly described as commencing at the North Quarter - Corner (N 1/4) of said Section; said point being a found iron pin; Thence S02041'59"W, 1322.01 feet to the Southwest comer of said 40-acre tract; said point being a set cotton spindle; Thence along said 40-line S86159'31 "E, 276.63 feet; Thence N03007'38"E, 13.20 feet; Thence NO3°12'06"E, 81.12 feet; Thence NO2°14'32"E, 59.08 feet to the point of beginning; Thence N02114'32"E, 39.00 feet; Thence S87102'59"E, 14.84 feet; Thence N02157'01 "E, 2.00 feet; Thence S87102'59"E, 68.99 feet; Thence S02030'15"W, 133.02 feet; Thence N87°29'45"W, 10.00 feet; Thence NO2°30'1511E, 92.10 feet; Thence N87°02'59"W, 73.67 feet to the point of beginning. Containing 4325 square feet more or less. File Number: 2022-00000448 Page 3 of 5 Easement Area Depiction File Number: 2022-00000448 Page 4 of 5 WpLj'Ljfq.j� �L 17 tic g to n r '<Dft;keon street i n g to n E)M14R 'nstru as filed o I certify , fil d 111 222 .0 111 2140 2=1 and rec d in R=TATE d vin .q vo, f CITY OF FAYETTEVILLE uml Kvin EASEMENTS AND TRANSIT HUB PART OF NW 1/4 OF THE NE 114 SECTION 16, T110N, R30W WASHINGTON COU NTY, ARKANSAS IDPM PAO ""I TEL4117010043 -W- FAYETTEVILLE, ARKA��AS 2021 7 M-979mr-- File Number: 2022-00000448 Page 5 of 5 AGREEMENT This Agreement is entered into on this 2 day of J;Jpf„,,b2021, by and between The Farmers and Merchants Bank, an Arkansas state bank, ("Bank") and the City of Fayetteville, Arkansas ("City") as follows: Whereas the parties have entered into a Real Estate Purchase Contract dated effective March 7, 2021, pursuant to which Bank is conveying to City a certain parcel of real estate located in Fayetteville, Washington County, Arkansas, as described in said Real Estate Purchase Contract ("Real Estate Contract-): and Whereas City is planning to build a parking facility on certain real property located on West Avenue in Fayetteville, Arkansas adjacent to Bank's real estate ("Parking Facility"); Whereas City has requested Bank to grant City a temporary construction easement over and across the Bank's real property located in Fayetteville, Washington County, Arkansas, on the corner of Dickson Street and West Avenue in Fayetteville (commonly referred to as the "Train Bank"); and Whereas Bank has agreed to grant City the Construction Easement pursuant to the terms and conditions stated herein. Now therefore, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1. Bank will execute and deliver to City the Construction Easement at the time of Closing of the Real Estate Purchase Contract. A form of the Construction Easement is attached as Exhibit A. 2. As consideration for the Construction Agreement, City agrees to provide Bank with four (4) parking spaces as follows: a. During the construction of the Parking Facility and the City's use of the Construction Easement area, City shall provide Bank with four (4) dedicated parking spaces in City's municipal parking lot located at the corner of Dickson Street and West Avenue in Fayetteville, Arkansas (commonly referred to as the Walton Arts Center Parking Lot), at no cost to the Bank. The four parking spaces will be located at the north edge of the parking lot. b. Once the Parking Facility is completed to the stage in which public parking is offered, City will provide to Bank, at no cost to the Bank, four (4) dedicated parking spaces on the south edge of the first parking level of the Parking Facility, and at that time the four dedicated spaces in the Walton Arts Center Parking Lot will no longer be provided to Bank. The four (4) parking spaces shall be located as close to the Bank's property as possible. c. City's agreement to provide four (4) dedicated parking spaces to Bank will terminate as of the date Bank no longer uses its property as a functioning bank or at the time Bank conveys its property to a third party, whichever event occurs last. 3. City and the Bank acknowledge the execution of that certain Temporary Construction Easement between the parties of event date herewith (the "Easement Agreement"). The City covenants that it shall provide the Bank written notice of the date the City intends to commence construction of the Parking Facility, and will provide the Bank, prior to commencement of construction, a general timeline of the dates of construction and the proposed dates of use of the Easement Area (as defined in the Easement Agreement). The City and Bank acknowledge that Bank will have continuing business operations, including without limitation drive thru banking services, on Bank property during construction of the Parking Facility. Therefore, the City covenants that during use of the Easement Area, the City shall not place any cranes or other equipment on Bank property (including the Easement Area) which would obstruct or otherwise interfere with Bank's business operations. In the event temporary obstructions occur, City will notify Bank at least seven (7) days in advance of such obstructions, and will minimize any interference with Bank operations, including without limitation performance of such work causing obstructions during non -business hours or weekends. 4. This Agreement may not be assigned by either party without the written consent of the other party. 5. This Agreement and the covenants and promises contained herein shall survive the closing of the Real Estate Purchase Contract and shall not be deemed to have merged in the deed. 6. This Agreement sets forth the parties' full and final agreement regarding the four (4) dedicated parking spaces and neither party is relying on any representation or statement made by the other that is not specifically contained herein. 7. The parties to this Agreement agree: (i) violation or threatened violation of any provision of this Agreement, or violation of the Easement Agreement between the parties executed contemporaneously herewith (the terms of which are incorporated herein), cannot be adequately compensated by monetary damages; (ii) any person or entity entitled to enforce this Agreement or the Easement Agreement shall be entitled to equitable relief in the form of specific performance, temporary restraining order, injunction, or otherwise; and (iii) any person or entity entitled to enforce this 2 Agreement shall additionally be entitled to a claim for monetary damages for breach hereof, which includes without limitation damages for lost profits. 8. This Agreement may only be modified in writing executed by both parties. In witness whereof the parties have set their hands and seals below. ATTEST: CITY OF VNYETn,V-ILLE, ARKANSAS d Date: tj SELLER; THE FARMERS AND MERCHANTS BANK, an Arkansas state bank �-�uBy: 4 . Name: Title: i/ C [rG� ✓[ is 0►,_ Date: `A 2' FINAL Lt. TYPE n Sl'IiLFMF.N'I'STATCMLNT (HUD-1) I FHA 2 4- F VA 5. 6- FILE NUMBER: HIMA 3. Lj C'UNV UNINS- CONV INS- 7. LOAN NUMBER 8 MORIGAGETNS.CASE NO. C NC) I I, Thi, limo is hn nished In give you a statement of actual settlement costs Amounts paid to and by the settlement agent are shown. Items marked 'Ip.o c. )" ++cle paid outside the closing: they are shown here for infomtalional purposes and are not included in the totals 1) NAN41 & APDRESS The City ofFayetteville Arkansas OF BORROWER. I. NAN4P A, AI IURESS farmers Fc Merchants Aarlk C)I• SIA I PR I NANIF & ADDRESti (;tsh Of I f:NI)GR: (i. PROPERTY I OCATION: 325 N. West Ave- Favetteville. AR 72701 11. SFATI FN•IEN I A(;F.N I Bronson Abstract Co., Inc. PI.At:I OF SI. I'l i i Ml- N I. 38IB Fronl Slrcat, Suite s, FnA,cttcvillc, AR 729I13 (471)) 442-2700 - SEEILP.MI=N[DAIFi W29/202I �^ IHSIRIRSGMFNTDATC: 912912021 11, Sum Inq nr Borrower's TrnasacttQn K. tiuurmary 0rSeller's Trnnsartin 100. Gross Amount Due From Borrower: 400. Gross Amount Due To Seller: 101 Contract tales puce _ 1 LopDU !'crsrntal 1r1i tictllcrnuoT chiwZxs to borrn++er (tine 1400L 430.0[) Ir- -- 1 RS Adjustments For Items Paid By Seller in Advanea: 106 City/low, lases to In? CminIN Ia.ui M 1 _ 108. AscesvnrcTuc fa 109._ - - - I III 112. 1 t4 I I•S. I I6 120. Grass amount Due From Borrower: 100AX00 401- Cons rxl sulrs pi Pvc 100 DDO 0 402. Pcfmanal prPperly 403 404 _ 405. AgiJustmernts For I ms Paid P_y SeB In Ad -.- 406, City/town taxes to _ 407 County taxes to 409, Assessments to 409 - - _ 410 �11 41a: 413. 414- 415. 416, 420. Gross Amount Due. To Seller: 100,000.00 t arrower: 500. Re u c • 201 Deposit or earliest money _ _ 202 Principal mwunl of new loan(s)_ _ 203. Lxisnng loam+) taken sublccl to _ 204 - -- --I N )5 _ 200 _ _ Y17 208 - - -- 709. Adjustments For Ilems Unpaid By Seller: 210. Cny/Irn+•n lase, _ _ _ In 21 I_ F. puldv II,( to _ _ _ 12 .A:s,•ssments _ to 213 11ngn•riy 'fix 1,01/2011 Io 't•'d+.i021 _ 214 PrupcO} I_ac I/01,`2.U21 In 9/29/2021 __ ?IS _ ,16_ _ - 218. �^ 19 - j 220. Trial Paid Bp/Fur Borrower: _ 501. Excess deposit (see instructions) _ _ 502, Sct(lement char es to seller (line 1400) 840.00 - ---- 503. Existing loan(s) taken subiect to ------------ 504. PayoffIstMlg-Ln. 505. Pa off 2nd MlE Ln. _ 506, - _ 507 ..509. 509. Adjustments For Items Unpaid By Seller: 510, City/town taxes to T 511. County taxes to T 512. Assessments Io 1,642.(181 513- P Tax 1/01/2021 to 9/29/2021 J.042.08 Gg.7 t 514 Pro e Tnx 1/01/2021 to 9/29/2021 1 068.77 1515 - - 516, _ 518. 519, 2,110.85 520. Total Reductions In Amount Due Seller: I 2,950.85 30Borrower: 6 A Cash At 5gtflemenj FromlTo ScIlgr. 101 (iroes arnuunl (file from b,rn)ecr (line 120) _ _ 302 Las, amnnnl paid b)/for honow_cr (liN Z�V) 303. Cash (NI1tR0M) 1 IFO) Borrower: .I00,430-QQ _ "11f1.85 98319.15 _601 Gross amount due to seller (line 420) 602• Less reductions in amount due seller (line 520) 100.000.00 2 950, 603. Cash (YFO) (OFROM) Seller: 97,049.151 Previous Hihoo k I lhcnlcle Folm No ItAI 1186 Page I of 3 SB4-3538-000-1 11HO-I (3-86) RESPA, HE 4305.2 I f4V.TT I. RNI MT CIURCKS Ficrow 24IM-21 700.'Total Salc011rokei's (:000nission: Hascd I to Pricc S I on -0 CIO, 0 1) Paid From Borrower's Funds At Settlement Paid From Seller's Funds At Settlement I Division orcol"rilb'shn ffivic 00) M F-11119%V5, [J) to 703 Conoui,•ion 1mid at seillcroent it) I 800- 1 ten?, Puyahip In Epiam-elipy, With I naW jji:SV Ice DkC1,11111 -_$Jl J_Apprnisal Ibc IPA, ash- 804. Credij repoil.w. Cash 105. 1,cndui', in,pcx-;(iun fice 180,6-k-lp-rigage irlsoloince-amlicition fice-10 907. A�4§uk t i i ki 1, 111 [ cc g(18, Ijildorwriling FtT go!!. 81 I. 912, ii HL g1-1 915- 816 817, ---- SM it" L- 9DDL 11,emi Reapirej Bv Lgridgin In W Paid in 9() I..Illtqr"l fToon 9/291202 1 In in.QICIIJK+ prennion for yQljjayllnl insuiance prenmoo fill to- YI!4, HOOd 111sLllflotle I)WIlliloll gcu,rA ji`f� I gFulyr, 100 1. 1 timid insurance 0 rnQj.1Qhs9-$ AM Dq month 10012. h1In11n4;-1VC- I I I W I in)CC 0 - M_Q Ll tj Is a) $ 1003 ity properly laws 0 ruollth5 C q,� S 0.00 per month I (M I I I h I)-tj"jLt - LIA axe 0 mQUdIs fi) S 11106 per mo i1h 1095 \11001I 4I,45qvITI, 0 nionths-i $ 0,00pei month IIHN4. 110ud 1113tultILr tl mointis u. S J! .00 nam(m -ull 0 nionth5-@-S. 0.00 per month 1011K A &gj qjt(L?�.jj,%lj jivil I I ofic) 1101). Title Lj)p[Uj 1 1.01., settIc.1110111 or cloniny fee In Bransciv A rAW-C9,jnr, , I j 02. Ah,t net of title senrch u Hronst)p Nbstraq Company.- Inc, 1104 '1 ills insurance hinder LO -U-P 13. Drj,cq!=Llirporptwn - — - - 1106, Notary fees -to 1107 \Ilorlwy's Ices to (inchoics above item Numbers: 1108 Title himirgiox to kiomon Abstract Company, Inc. includes above i1ein Numbers: cov'ritge ILA, Owner's cc% er c 100MOMO PVC.MiLITIV 1040.00 440.09 on Absim"ammy, Inc-Inc- 1111, J:Jux-Airdinp IcC to LAI . oil,s, 113. 1114 I)d I 1011). Gia v,eumplit R�Cdjuy and rranifer CLWCW! 120.1•_Rccd din fices: I)ced $ �3.(Mj -(Lou 0.00 $ ,WlCUkVSI!lIllI)5- -)red 1204. 120s. - - - - - - - - - 1300- Additional 1-Wpi,mrit Chturitem 1301 to 130111c,i 1305. 1 107, i.inn ui-raf- (Enjer ell, line I rj-?. Section .] - and - Uno 5Oz Section K) 4130.0j Form No 1582 Page 2 of 3 SB-4-3538-000-1 SELLER'S AND/OR BORROWER'S STATEMENT Escrow: 24950-21 I have carefully reviewed the HUD -I Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy ofthe HUD -I Settlement Statement. Sellers Famterx Metrtantx Ii nk y: f , The HUD-1 Settlement Statement which I have prepared a e and accurate account of this transaction. I have caused or will cause the funds to be disbursed in accordance with this statement. Settlement Agent: i'�Aw Date: I , Bronson Abstract Co., Inc. WARNING: It is a crime to knowingly make false statements to the United States on this or any other similar form. Penalties upon conviction can include a fine or imprisonment. For details see: Title IS U.S. Code Section 1001 and Section 1010. Page 3 of 3 SELLER/PURCHASER'S AFFIDAVIT STATE OF AR"NSAS, COUNTY OF: WASHINGTON The undersigned, fefelTed to as Seller/Purchaser (whether one or more) being first duly sworn on oath that the Seller/Purchaser is the owner of the following described lands, situated in Washington County, Arkansas, to -wit: A part of the NW 114 of the NE 1 /4 of Section 16, T-16-N, R-30-W, Washington County, Arkansas, more particularly described as commencing at the North Quarter -corner (N 1/4) of said Section; said point being a found iron pin; thence S02"41'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract; said point being a set cotton spindle; thence along said 40-line S86°59'31"E, 276.63 feet; thenceNO3°07'38"E, 13.20 feet; thence NO3" l TO6"E, 81.12 feet; thence NO2° 14'32"E, 98.08 feet to the point of beginning; thence NO2° 14'32"E, 219.79 feet; thence N75°54108" F, 2.23 feet; thence N74043'16"E, 64.11 feet; thence NO3°45'12"E, 5.60 feet; thence S88°26'50"E, 21.54 feet to a point on the west right-of-way line of West Avenue; thence S02°30'15"W along said west right-of-way line, 241.62 feel; thence N87°02'59"W, 68.99 feet; thence S02°57'01"W, 2.00 feet; thence N87102'59"W, 14.84 feet to the point of beginning, containing 0.5 acres more or less. Seller/Purchaser further states the following facts are true: I, There is no adverse occupant of the property described above. 2. Seller/Purchaser and those, under whom Seller/Purchaser claims title, have been in peaceful possession ofsaid lands for more Ihan 7 years past, 3. There are no unrecorded options to purchase, Sales Contracts or Lease Agreements outstanding, which affects the property described above. 4, I here have been no improvements made on the property described above during the past 130 days for which a Mechanic's and Malerialmens' Lien may be filed. 5. 1-he pioperty described above is not traversed by any roadways or easements, except those shown on record. h 1 hat nn money whalsoever is owed on subject property to any person, firm or corporation other than the following: NONF. 7 '1 here are no ontstanrling judgments against Seller/Purchaser as a result of legal action to include, but not limited to, Tax I iene, , f4ankruplcy or Foreclosure. Witness the nd anundcr ignod this day of 2021. I ilr Faye ill rkansas Farmers & Merchants Bank Subscribed wDT 1 In ary Public, on thispb—d4ofA142021,RY) Notary p My Commissi�r � i - O =f Y Please return rht. W %s tetra m ny, Inc., 3810 Front Street, Suite #5, Fayetteville, AR 72703 FileNumbcr: 2}y_. % 1.,-y, CLOSING CERTIFICATION FTI T No. 24950-21 Address: 325 N. West Ave., Fayetteville, AR 72701 We the undersigned hereby state that we are the party(ies) with respect the property referenced above and theretofore make the following; certifications where applicable: PROPERTY ADDRESS PRORATIONS Bronson Abstract Co., Inc. (hereinafter referred to as "Closing Agent") has prorated the current years real estate taxes (if a purchase) from January first of the current year through the date of the closing and have given the purchaser(s) credit for same on the settlement statemenl. flu; purchaser will therefore be responsible for payment of those taxes when they become due and payable the next payment cycle. if an escrow is being established for payment of taxes and/or insurance then the Closing Agent has made the necessary entries on the settlement statement as instructed by the Lender. The reserves and monthly payments for the escrow have been established by using the can ent amounts provided by the County Assessor for the current year without consideration of any existing credits. It is the responsibility of the undersigned Borrower(s)/Purchaser(s) to contact the County Assessor's office for the purpose of applying for any credits for which they may be entitled. It will also be the responsibility of the undersigned to provide the Lender with any information which would be necessary for the purpose of changes to any of the escrow payment amounts. THE CLOSING AGENT HEREBY DISCLOSED THAT THE VALUATIONS AS PROVIDED BY THE COUNTY ASSESSOR'S OFFICE, AT THE TIME. OF CLOSING MAY BE CHANGED AT ANY TIME FROM THE CLOSING DATE FORWARD AND SAiD CLOSING AGENT SHALL NOT BE HELD RESPONSIBLE OR LIABLE TO THE UNDERSIGNED FOR ANY DISCREPANCIES AND/OR ADJUSTMENTS WHICH MAY OCCUR SUBSEQUENT TO THE DATE OF THE CLOSING. TITLE INSURANCE AFFIDAVIT The undersigned, where applicable, hereby affirm that they have received a copy of the title insurance commitment and are aware of any mallers contained therein. SURVEY -WAIVER The undersigned aflli m and acknowledge that they did not receive, unless previously agreed and/or required, a survey of the property, and further will have no coverage or protection on the title policy with respect to matters that would have been disclosed by an accurale survey of the properly, It is the responsibility of the undersigned to request such coverage, including but not limited to survey matters, directly from the title insurance issuing agent prior to the closing and be responsible for additional coverage. In the even the survey coverage is requested and/or required, it is further the responsibility of the undersigned to provide the title insurance issuing agent a survey which would meet the criteria and requirements as determined by the title insurance company guidelines. ERRORS AND OMISSIONS 'The undersigned party(ies) affirm and acknowledge that they will cooperate and agree to re -executed any documents, initial any changes, or pay any additional amounts and/or fees which my result from clerical errors or other matters, including but not limited to misspellings, incorrect names, addresses, legal descriptions, costs, terms, conditions, computations, taxes collected or due and expcnscs which were all done in good faith by the Closing Agent and further agree to respond to any such request made by Closing Agent, Lender, or other parties involved, in a manner which is timely and consistent with such request. We further agree to indemnify and hold Closing Agent, Lender and Realtors harmless from loss or damage or liability resulting from matters herein, Dated this day of September,2021. PUR CI I AS F,RB ORRO WER SELLER Farmers and Merchants Bank 4D11C citytitie 8 closing BUYER/SELLER CLOSING CERTIFICATION (Commercial Purchase/Sale Transaction) File No.: 21-3594B Property Address: W. Dickson St., Fayetteville, Arkansas 72701 The undersigned, in connection with the purchase/sale of the property(ies) described on Exhibit "A" attached hereto (the "Property') hereby states and agrees as follows: PROPERTY TAX PRORATIONS City Title & Closing LLC ("Closing Agent") has prorated the property taxes for the current year from January 1 of the current year through the date of closing based on the current figures made available by the applicable County Assessor/Collector, and the buyer(s) of the Property have been given a credit for such amount. The undersigned acknowledge and agree that Closing Agent is relying on the tax data made available by the applicable County Assessor/Collector and that such amounts may be changed at any time from the closing date forward. Closing Agent shall not be responsible or liable in any way for any discrepancies in tax amounts provided by the applicable County Assessor/Collector or any adjustments to tax amounts subsequent to the date of closing. It is the responsibility of the undersigned, not Closing Agent, to contact the County Taxing Authority for the purpose of applying for and receiving any credits for which a property owner may be entitled. It will also be the responsibility of the undersigned, not Closing Agent, to provide lenders with any information necessary to change or update any escrow payment amounts being made to such lender. n/a PROPERTY OWNERS ASSOCIATION ASSESSMENTS TITLE INSURANCE COMMITMENT The undersigned hereby affirm a copy of the commitment for title insurance prepared by Closing Agent in connection with this closing (the "Commitment') has been received and the undersigned and is aware of the matters contained therein. It is the responsibility of the parties to this transaction, not Closing Agent, review the Commitment and satisfy themselves with the contents thereof in connection with this transaction. SURVEY -WAIVER The undersigned acknowledge and agree that unless a new ALTA/NSPS certified Survey approved by Closing Agent was provided to Closing Agent prior to closing, no coverage or protection will be provided on any title insurance policy with respect to matters that would be disclosed on an accurate ALTA/NSPS certified Survey of the Property. It is the responsibility of the undersigned to request such coverages, including but not limited to survey matters, directly from Closing Agent prior to the closing. In the event survey coverage is requested, it is further the responsibility of the undersigned to provide Closing Agent a new ALTA/NSPS certified Survey conforming to the criteria and requirements as determined by Closing Agent's underwriting guidelines. Closing Agent shall not be responsible or liable for any inaccuracies or errors in any survey provided in connection with closing or this transaction. Pagel of 3 DUE DILIGENCE ITEMS Other than the Commitment any other reports prepared by Closing Agent in connection with the closing, Closing Agent has not ordered, prepared or provided and was not responsible for ordering, preparing or providing any due diligence materials related to the Property or this transaction, including but not limited to, surveys, environmental reports, leases, rent rolls, permits, plans, or specifications. Closing Agent shall not be liable in any way for the results or contents of any due diligence items or the accuracy or inaccuracy of same. It is the responsibility of the parties to this transaction, not Closing Agent, to order, review and satisfy themselves with any diligence items and the contents thereof in connection with this transaction. The undersigned are not relying on Closing Agent in way for the review of any due diligence items. ENTITY AUTHORIZATION If a party to this transaction is an entity, or is not otherwise a natural person, the undersigned represent and warrant that the natural person signing closing documents on behalf of such entity has all required authority and approvals to bind the entity to all agreements being executed. In the event it is determined the natural person(s) executing this agreement does not possess all required authority and approvals to bind the entity on behalf of which such natural person is signing, the natural person(s) executing this agreement hereby agrees to be personally liable for all such agreements executed by such natural person(s) on behalf of the entity for which they were not so authorized. REVIEW OF CLOSING DOCUMENTS The undersigned acknowledge and agree that all closing documents provided by Closing Agent related to this transaction, including but not limited to the Commitment and the final settlement statement, have been reviewed and approved by the undersigned prior to execution and that the undersigned understand the content of all such closing documents. Further, the undersigned affirm that they have had adequate opportunity to consult legal and any other professional advice desired by the undersigned in connection with such closing documents. ERRORS AND OMISSIONS The undersigned acknowledge and agree to cooperate to re -execute any documents, initial any changes, or pay any additional amounts and/or fees which may result from clerical errors or omissions, including but not limited to misspellings, incorrect names, incorrect addresses, incorrect legal descriptions, miscalculations, incorrect tax estimates or amounts collected or due, which were made by Closing Agent in good faith and further agree to respond to any such request made by Closing Agent, a lender or other party involved, in a timely manner and consistent with such request. The undersigned further agree to indemnify, defend and hold Closing Agent harmless from any and all damage or liability resulting from the inaccuracy of any matter set forth herein. EXECUTED AND DELIVERED THIS 8TH DAY OF DECEMBER, 2021. Dickson & West Investments, LLC, an The City of Fayetteville, Arkansas Arkansas limited liability company By: By: Greg House, Manager Ted Belden, Manager By: Lioneld Jordan, Mayor Attest: Kara Paxton, City Clerk -Treasurer File No.: 21-3594B EXHIBIT "A" A part of the Southwest Quarter (SW 1/4) of the Northeast Quarter (NE 1/4) of Section 16, Township 16 North, Range 30 West, in the City of Fayetteville, Washington County, Arkansas, being a part of the tracts of land recorded in the Washington County Recorder's Office in Book CV89 at Page 861 and in Book 1387 at Page 141, more particularly described as follows: Commencing at the Northwest corner of said SW 1/4 of the NE 1/4; thence S87109'15"E along the North line of said SW 1/4 of the NE 1/4 a distance of 165.65 feet; thence S02148'48"W a distance of 41.47 feet to the Southeast corner of the intersection of Dickson Street and Burlington Northern Railroad, as they now exist; thence S87105'47"E along the South right-of-way of Dickson Street, a distance of 8.48 feet for a point of beginning; thence continuing S87105'47"E along said South right-of-way line, a distance of 156.02 feet; thence S02154'13"W a distance of 17.72 feet; thence S42126'34"W a distance of 57.06 feet; thence N87105'47"W a distance of 108.74 feet; thence N21101'02"W a distance of 29.90 feet; thence N04150'42"E a distance of 34.41 feet to the point of beginning. Containing 0.20 acres, more or less. Said tract being shown as Tract A on a Property Line Adjustment by Olsson, Inc. dated June 22, 2021, and filed of record as Land Document No. 2021-00044210 of the records of Washington County, Arkansas. 2021 Substitute Form 1099-S Proceeds from Real Estate Transactions FILER'S Name, Address and Telephone No. TRANSFEROR'S Name and Address City Title & Closing LLC City of Fayetteville 3790 N. Bellafont Blvd., Suite 3 See Below Fayetteville, AR 72703 Telephone: 479-935-4177 FILER'S federal identification number TRANSFEROR'S identification number 45-1556467 See Below Transaction Information Date of closing 12/08/2021 Gross proceeds $263,000.00 Allocation of gross proceeds $263,000.00 Buyer's part of real estate tax Address or legal description W. Dickson St. Fayetteville, AR 72701 Transferor received or will receive property or services as part of the consideration No Transferor is a foreign person (nonresident alien, foreign partnership, foreign estate, or foreign trust) No Account or escrow number (see instructions) 21-3594B - This is important tax information and is being furnished to the Internal Revenue Service. If you are required to file a return, a negligence penalty or other sanction may be imposed on you if this item is required to be reported and the IRS determines that it has not been reported. - You are required by law to provide the Settlement Agent with your correct taxpayer identification number. If you do not provide the Settlement Agent with your correct taxpayer identification number, you may be subject to civil or criminal penalties imposed by law. - Under penalties of perjury, I certify that I am a U.S. person or U.S. resident alien and the number shown on this statement is my correct taxpayer identification number. I acknowledge receipt of a copy of this statement. City of Fayetteville By: Lioneld Jordan, Mayor SSN/TIN Date Mailing Address: Instructions for Transferor For sales or exchanges of certain real estate, the person responsible for closing a real estate transaction must report the real estate proceeds to the Internal Revenue Service and must furnish this statement to you. To determine if you have to report the sale or exchange of your main home on your tax return, see the instructions for Schedule D (Form 1040). If the real estate was not your main home, report the transaction on Form 4797, Form 6252, and/or the Schedule D for the appropriate income tax form. If you received or will receive like -kind property, you must file Form 8824. Federal mortgage subsidy. You may have to recapture (pay back) all or part of a federal mortgage subsidy if all the following apply. • You received a loan provided from the proceeds of a qualified mortgage bond or you received a mortgage credit certificate. • Your original mortgage loan was provided after 1990. • You sold or disposed of your home at a gain during the first 9 years after you received the federal mortgage subsidy. • Your income for the year you sold or disposed of your home was over a specified amount. This will increase your tax. See Form 8828 and Pub. 523. Transferor's identification number. For your protection, this form may show only the last four digits of your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN). However, the issuer has reported your complete identification number to the IRS. Account number. May show an account or other unique number the filer assigned to distinguish your account. File No.: 21-3594B 0- Fidelity National Title Insurance Company COMMITMENT FOR TITLE INSURANCE ISSUED BY FIDELITY NATIONAL TITLE INSURANCE COMPANY NOTICE IMPORTANT —READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON. Please read the exceptions and the terms shown or referred to herein carefully. The exceptions are meant to provide you with notice of matters that are not covered under the terms of the title insurance policy and should be carefully considered. This report is a written representation as to the condition of title for purposes of providing title insurance and lists all liens, defects, and encumbrances filed of record within the last thirty (30) years that have not been released of record or that are not statutorily expired. No title insurance agent or any other person other than a licensed Arkansas attorney may provide legal advice concerning the status of title to the property described in the title commitment. Fidelity National Title Insurance Company BY: � td�,Q.irk P—id—r ATTEST Marjdric Ncmzarrawr'v(/%% " Y Corporate Secretary This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Ilk Reprinted under license from the American Land Title Association. Page 1 COMMITMENT TO ISSUE POLICY Subject to the Notice; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and the Commitment Conditions, Fidelity National Title Insurance Company, a Florida corporation (the "Company"), commits to issue the Policy according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the specified dollar amount as the Proposed Policy Amount and the name of the Proposed Insured. If all of the Schedule B, Part I —Requirements have not been met within 180 days after the Commitment Date, this Commitment terminates and the Companys liability and obligation end. COMMITMENT CONDITIONS DEFINITIONS (a) "Knowledge" or "Known": Actual or imputed knowledge, but not constructive notice imparted by the Public Records. (b) "Land": The land described in Schedule A and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. (c) "Mortgage": A mortgage, deed of trust, or other security instrument, including one evidenced by electronic means authorized by law. (d) "Policy": Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by the Company pursuant to this Commitment. (e) "Proposed Insured": Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this Commitment. (f) "Proposed Policy Amount": Each dollar amount specified in Schedule A as the Proposed Policy Amount of each Policy to be issued pursuant to this Commitment. (g) "Public Records": Records established under state statutes at the Commitment Date for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. (h) "Title": The estate or interest described in Schedule A. 2. If all of the Schedule B, Part I —Requirements have not been met within the time period specified in the Commitment to Issue Policy, this Commitment terminates and the Companys liability and obligation end. 3. The Company's liability and obligation is limited by and this Commitment is not valid without: (a) the Notice; (b) the Commitment to Issue Policy; (c) the Commitment Conditions; (d) Schedule A; (e) Schedule B, Part I —Requirements; (f) Schedule B, Part II —Exceptions; and (g) a counter -signature by the Company or its issuing agent that may be in electronic form. 4. COMPANY'S RIGHT TO AMEND The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment Condition 5. The Company shall not be liable for any other amendment to this Commitment. This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Ilk Reprinted under license from the American Land Title Association. Page 2 5. LIMITATIONS OF LIABILITY (a) The Company's liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the interval between the Company's delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insureds good faith reliance to: (i) comply with the Schedule B, Part I —Requirements; (ii) eliminate, with the Company's written consent, any Schedule B, Part II —Exceptions; or (iii) acquire the Title or create the Mortgage covered by this Commitment. (b) The Company shall not be liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. (c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. (d) The Company's liability shall not exceed the lesser of the Proposed Insured's actual expense incurred in good faith and described in Commitment Conditions 5(a)(i) through 5(a)(iii) or the Proposed Policy Amount. (e) The Company shall not be liable for the content of the Transaction Identification Data, if any. (f) In no event shall the Company be obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I —Requirements have been met to the satisfaction of the Company. (g) In any event, the Company's liability is limited by the terms and provisions of the Policy. 6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT (a) Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment. (b) Any claim must be based in contract and must be restricted solely to the terms and provisions of this Commitment. (c) Until the Policy is issued, this Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. (d) The deletion or modification of any Schedule B, Part II —Exception does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitment or the Policy. (e) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company. (f) When the Policy is issued, all liability and obligation under this Commitment will end and the Company's only liability will be under the Policy. 7. IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT The issuing agent is the Company's agent only for the limited purpose of issuing title insurance commitments and policies. The issuing agent is not the Company's agent for the purpose of providing closing or settlement services. 8. PRO -FORMA POLICY The Company may provide, at the request of a Proposed Insured, a pro -forma policy illustrating the coverage that the Company may provide. A pro -forma policy neither reflects the status of Title at the time the pro -forma policy is delivered to a Proposed Insured, nor is it a commitment to insure. Policyholders have the right to file a complaint with the Arkansas Insurance Department (AID). You may call AID to request a complaint form at (800) 852-5494 or (501) 371-2640 or write the Department at: Arkansas Insurance Department 1 Commerce Way, Suite 102 Little Rock, AR 72202 This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule A Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Page 3 File No.: 21-3594B SCHEDULE A 1. Commitment Date: December 03, 2021, 7:00 am 2. Policy to be issued: Proposed Policy Amount a. ALTA 2006 Owner's Policy $263,000.00 Proposed Insured: Dickson & West Investments LLC 3. The estate or interest in the Land described or referred to in this Commitment is Fee Simple. 4. The Title is, at the Commitment Date, vested in: City of Fayetteville (Vesting Deed) 5. The Land is described as follows: SEE ATTACHED EXHIBIT "A" Countersigned City Title & Closing LLC 3790 N. Bellafont Blvd., Suite 3 Fayetteville, AR 72703 479-935-4177 By: Jennifer McKeown, Authorized Signatory Agency License No. 382820 NPN Agent No. 19865228 This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule A Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Ilk Reprinted under license from the American Land Title Association. Page 4 File No.: 21-3594B EXHIBIT "A" A part of the Southwest Quarter (SW 1/4) of the Northeast Quarter (NE 1/4) of Section 16, Township 16 North, Range 30 West, in the City of Fayetteville, Washington County, Arkansas, being a part of the tracts of land recorded in the Washington County Recorder's Office in Book CV89 at Page 861 and in Book 1387 at Page 141, more particularly described as follows: Commencing at the Northwest corner of said SW 1/4 of the NE 1/4; thence S87109'15"E along the North line of said SW 1/4 of the NE 1/4 a distance of 165.65 feet; thence S02148'48"W a distance of 41.47 feet to the Southeast corner of the intersection of Dickson Street and Burlington Northern Railroad, as they now exist; thence S87105'47"E along the South right-of-way of Dickson Street, a distance of 8.48 feet for a point of beginning; thence continuing S87105'47"E along said South right-of-way line, a distance of 156.02 feet; thence S02154'13"W a distance of 17.72 feet; thence S42126'34"W a distance of 57.06 feet; thence N87105'47"W a distance of 108.74 feet; thence N21101'02"W a distance of 29.90 feet; thence N04150'42"E a distance of 34.41 feet to the point of beginning. Containing 0.20 acres, more or less. Said tract being shown as Tract A on a Property Line Adjustment by Olsson, Inc. dated June 22, 2021, and filed of record as Land Document No. 2021-00044210 of the records of Washington County, Arkansas. This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Ilk Reprinted under license from the American Land Title Association. Page 5 File No.: 21-3594B SCHEDULE B, PART I REQUIREMENTS All of the following Requirements must be met: 1. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions. 2. Pay the agreed amount for the estate or interest to be insured. 3. Pay the premiums, fees, and charges for the Policy to the Company. 4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records. 5. NOTICE: Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities. 6. REQUIREMENT MET. 7. REQUIREMENT MET. 8. REQUIREMENT MET. 9. Provide Company, in recordable form, a certified Resolution of the City of Fayetteville setting forth the authority of the company to enter into the transaction and giving the names and capacities of those persons authorized to execute all instruments relating to the transaction. 10. Provide Company with Articles of Organization, and any amendments, of Dickson & West Investments LLC, filed with the Secretary of State. 11. Provide Company with a copy of the Operating Agreement of Dickson & West Investments LLC, and any amendments (for title insurance file only and not to be recorded). 12. Provide Company, in recordable form, a current Certificate of Authority executed by all members of Dickson & West Investments LLC, setting out the authority of the company to enter into the transaction and identifying the Member(s)/Manager(s) of the LLC authorized to execute all instruments which pertain to this transaction. 13. Warranty Deed, executed by the duly authorized officers of City of Fayetteville, to Dickson & West Investments LLC, covering the Land. 14. Complete and return the Owner Disclosure and Agreement, stating that no construction or repair on the Land has been made within a period of 120 days for which a mechanics or materialmens lien may be filed, that the seller(s)/owner(s) are in sole and exclusive possession of the Land, and that there are no tenants holding under leases, recorded or unrecorded. Note: Deliver to customer a copy of the Privacy Policy. This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Page 6 Note: Pursuant to A.C.A. § 18-11-107, all parties are hereby notified that the real property may be located within or near a rural area. Agricultural operations on real property nearby are protected under § 2-4-101 et seq, and shall not be found to be a public or private nuisance if the agricultural operation employs methods or practices that are commonly or reasonably associated with agricultural production. NOTE: A time check should be requested within 3 business days prior to the closing to ensure that no other matters have been filed for record which may affect title. NOTE: The search did not disclose any open mortgages of record; therefore, the Company reserves the right to require further evidence to confirm that the Land is unencumbered, and further reserves the right to make additional requirements or add additional items or exceptions upon receipt of the requested evidence. If you have knowledge of any outstanding obligation, please contact the Title Department immediately for further review. This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule A Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Ilk Reprinted under license from the American Land Title Association. Page 7 File No.: 21-3594B SCHEDULE B, PART II EXCEPTIONS THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN. The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: 1. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part I —Requirements are met. 2. Taxes for the year 2021 and subsequent years, a lien not yet due and payable. Taxes for the year 2020 and prior years are paid or exempt. 3. Any inaccuracy in the area, square footage, or acreage of the Land, or attached plat, if any. The Company does not insure the area, square footage, or acreage of the Land. 4. INTENTIONALLY DELETED. 5. Rights of tenants in possession under unrecorded leases solely as tenants and solely with respect to space occupied by each such tenant, (together with non-exclusive rights in common with other tenants in areas used by all tenants). 6. Easements, or claims of easements, not shown by the public records. 7. Any lien, or right to a lien, for services, labor, or materials heretofore or hereafter furnished, imposed by law and not shown by the public records. 8. Taxes or special assessments, if any, which are not shown as existing liens by the Public Records. 9. Minerals of whatsoever kind, subsurface and surface substances, including but not limited to coal, lignite, oil, gas, uranium, clay, rock, sand and gravel in, on, under and that may be produced from the Land, together with all rights, privileges, and immunities relating thereto, whether or not appearing in the Public Records or listed in Schedule B. The Company makes no representation as to the present ownership of any such interests. There may be leases, grants, exceptions or reservations of interests that are not listed. 10. Any Judgment Liens or other Liens of Record in any United States District Court or Bankruptcy Court in the State of Arkansas as of the Effective Date hereof that are not reflected in the real property records of the county in which the Land is located. 11. Any security interest evidenced by Financing Statements and Liens filed of record as of the effective date hereof, under the Arkansas Uniform Commercial Code in the State of Arkansas. 12. Assessments/Special Taxes for the year 2021 and subsequent years, which are not yet due and payable with This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Ilk Reprinted under license from the American Land Title Association. Page 8 respect to the following: Central Improvement District No. 1. Amended East Square Redevelopment District 13. Matters as set forth on Plat filed for record in Book 4 at page 2, and Plat of Survey filed for record as Document No. DR3-00000554, of the Records of Washington County, Arkansas, including but not limited to Reservations, Restrictions, Easements, Dedications, Rights of Way and Setback lines. 14. Terms, Conditions and Provisions as set forth in Ordinance No. 3271 of the City of City of Fayetteville, Arkansas, dated June 2, 1987, and filed for record June 5, 1987, in Book 1227 at page 914, of the Records of Washington County, Arkansas. 15. INTENTIONALLY DELETED. 16. INTENTIONALLY DELETED 17. Matters as set forth on ALTA/NSPS Land Title Survey made by Brad Fergson, PLS No. 1728, of Olsson, Inc., dated September 27, 2021, and designated Project No. 020-0275, including but not limited to Reservations, Restrictions, Easements, Dedications, Rights of Way and Setback lines. 18. Matters as set forth on Property Line Adjustment filed for record as Land Document No. 021-00044210, of the Records of Washington County, Arkansas, including but not limited to Reservations, Restrictions, Easements, Encroachments, Dedications, Rights of Way and Setback lines. 19. Title to, and easements in, that portion of the Land within Dickson Street along the North boundary of the Land. This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Page 9 - File No.: 21-3594A 0- Fidelity National Title Insurance Company COMMITMENT FOR TITLE INSURANCE ISSUED BY FIDELITY NATIONAL TITLE INSURANCE COMPANY NOTICE IMPORTANT —READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON. Please read the exceptions and the terms shown or referred to herein carefully. The exceptions are meant to provide you with notice of matters that are not covered under the terms of the title insurance policy and should be carefully considered. This report is a written representation as to the condition of title for purposes of providing title insurance and lists all liens, defects, and encumbrances filed of record within the last thirty (30) years that have not been released of record or that are not statutorily expired. No title insurance agent or any other person other than a licensed Arkansas attorney may provide legal advice concerning the status of title to the property described in the title commitment. Fidelity National Title Insurance Company BY: � td�,Q.irk P—id—r ATTEST Marjdric Ncmzarrawr'v(/%% " Y Corporate Secretary This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Ilk Reprinted under license from the American Land Title Association. Page 1 COMMITMENT TO ISSUE POLICY Subject to the Notice; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and the Commitment Conditions, Fidelity National Title Insurance Company, a Florida corporation (the "Company"), commits to issue the Policy according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the specified dollar amount as the Proposed Policy Amount and the name of the Proposed Insured. If all of the Schedule B, Part I —Requirements have not been met within 180 days after the Commitment Date, this Commitment terminates and the Companys liability and obligation end. COMMITMENT CONDITIONS DEFINITIONS (a) "Knowledge" or "Known": Actual or imputed knowledge, but not constructive notice imparted by the Public Records. (b) "Land": The land described in Schedule A and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. (c) "Mortgage": A mortgage, deed of trust, or other security instrument, including one evidenced by electronic means authorized by law. (d) "Policy": Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by the Company pursuant to this Commitment. (e) "Proposed Insured": Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this Commitment. (f) "Proposed Policy Amount": Each dollar amount specified in Schedule A as the Proposed Policy Amount of each Policy to be issued pursuant to this Commitment. (g) "Public Records": Records established under state statutes at the Commitment Date for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. (h) "Title": The estate or interest described in Schedule A. 2. If all of the Schedule B, Part I —Requirements have not been met within the time period specified in the Commitment to Issue Policy, this Commitment terminates and the Companys liability and obligation end. 3. The Company's liability and obligation is limited by and this Commitment is not valid without: (a) the Notice; (b) the Commitment to Issue Policy; (c) the Commitment Conditions; (d) Schedule A; (e) Schedule B, Part I —Requirements; (f) Schedule B, Part II —Exceptions; and (g) a counter -signature by the Company or its issuing agent that may be in electronic form. 4. COMPANY'S RIGHT TO AMEND The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment Condition 5. The Company shall not be liable for any other amendment to this Commitment. This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Ilk Reprinted under license from the American Land Title Association. Page 2 5. LIMITATIONS OF LIABILITY (a) The Company's liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the interval between the Company's delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insureds good faith reliance to: (i) comply with the Schedule B, Part I —Requirements; (ii) eliminate, with the Company's written consent, any Schedule B, Part II —Exceptions; or (iii) acquire the Title or create the Mortgage covered by this Commitment. (b) The Company shall not be liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. (c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. (d) The Company's liability shall not exceed the lesser of the Proposed Insured's actual expense incurred in good faith and described in Commitment Conditions 5(a)(i) through 5(a)(iii) or the Proposed Policy Amount. (e) The Company shall not be liable for the content of the Transaction Identification Data, if any. (f) In no event shall the Company be obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I —Requirements have been met to the satisfaction of the Company. (g) In any event, the Company's liability is limited by the terms and provisions of the Policy. 6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT (a) Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment. (b) Any claim must be based in contract and must be restricted solely to the terms and provisions of this Commitment. (c) Until the Policy is issued, this Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. (d) The deletion or modification of any Schedule B, Part II —Exception does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitment or the Policy. (e) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company. (f) When the Policy is issued, all liability and obligation under this Commitment will end and the Company's only liability will be under the Policy. 7. IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT The issuing agent is the Company's agent only for the limited purpose of issuing title insurance commitments and policies. The issuing agent is not the Company's agent for the purpose of providing closing or settlement services. 8. PRO -FORMA POLICY The Company may provide, at the request of a Proposed Insured, a pro -forma policy illustrating the coverage that the Company may provide. A pro -forma policy neither reflects the status of Title at the time the pro -forma policy is delivered to a Proposed Insured, nor is it a commitment to insure. Policyholders have the right to file a complaint with the Arkansas Insurance Department (AID). You may call AID to request a complaint form at (800) 852-5494 or (501) 371-2640 or write the Department at: Arkansas Insurance Department 1 Commerce Way, Suite 102 Little Rock, AR 72202 This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule A Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Page 3 File No.: 21-3594A SCHEDULE A 1. Commitment Date: December 03, 2021, 7:00 am 2. Policy to be issued: Proposed Policy Amount a. ALTA 2006 Owner's Policy $250,000.00 Proposed Insured: City of Fayetteville 3. The estate or interest in the Land described or referred to in this Commitment is Fee Simple. 4. The Title is, at the Commitment Date, vested in: Fayetteville Depot, LLC (Vesting Deed) 5. The Land is described as follows: SEE ATTACHED EXHIBIT "A" Countersigned City Title & Closing LLC 3790 N. Bellafont Blvd., Suite 3 Fayetteville, AR 72703 479-935-4177 By: Jennifer McKeown, Authorized Signatory Agency License No. 382820 NPN Agent No. 19865228 This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule A Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Ilk Reprinted under license from the American Land Title Association. Page 4 File No.: 21-3594A EXHIBIT "A" A part of the NW 1/ of the NE 1/ of Section 16, Township 16 North, Range 30 West, Washington County, Arkansas more particularly described as commencing at the North Quarter -Corner (N 1/) of said Section; said point being a found iron pin; thence S 02141'59" W 1322.01 feet to the Southwest corner of said 40-acre tract, said point being a set cotton spindle; thence along said 40-line S 86159'31" E 276.63 feet; thence N03107'38" E 13.20 feet; thence N03012'06" E 81.12 feet; thence N 02114'32" E 98.08 feet to the point of beginning; thence N 87002'59" W 35.83 feet; thence N 02157'01" E 2.00 feet; thence N 87002'59" W 24.00 feet; thence N 02057'01" E 214.57 feet; thence S 87002'59" E 57.15 feet; thence S 02114'32" W 216.59 feet to the point of beginning; containing 0.3 acres, more or less. Said tract being shown as Parcel 3 on a Lot Split and Property Line Adjustment by Olsson, Inc., dated May 25, 2021 and filed for record as Land Document No. 2021-00044221 of the records of Washington County, Arkansas. This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Ilk Reprinted under license from the American Land Title Association. Page 5 File No.: 21-3594A SCHEDULE B, PART I REQUIREMENTS All of the following Requirements must be met: 1. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions. 2. Pay the agreed amount for the estate or interest to be insured. 3. Pay the premiums, fees, and charges for the Policy to the Company. 4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records. 5. NOTICE: Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities. 6. REQUIREMENT MET. 7. REQUIREMENT MET. 8. REQUIREMENT MET. Satisfy and release of record, Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated April 29, 2013 and filed for record May 14, 2013, as Land Document No. 2013-00015931 of the Records of Washington County, Arkansas, executed by Fayetteville Depot, LLC in favor of Standard Insurance Company in the original principal amount of $2,200,000.00, together with Assignment of Beneficial Interest in Mortgage and Related Loan Documents, dated June 11, 2013, and filed for record November 21, 2013, as Land Document No. 2013-00038729 of the Records of Washington County, Arkansas. NOTE: SAID ENCUMBRANCE COVERS MORE LANDS THAN THE LAND. THE COMPANY WILL ACCEPT A PARTIAL RELEASE OF THE LAND FROM SAID ENCUMBRANCE AS SATISFACTION OF THIS REQUIREMENT. 9. Satisfy and release of record, Assignment of Lessor's Interest in Leases, dated April 29, 2013 and filed for record May 14, 2013, as Land Document No. 2013-00015932 of the Records of Washington County, Arkansas, executed by Fayetteville Depot, LLC in favor of Standard Insurance Company in the original principal amount of $2,200,000.00, together with Assignment of Beneficial Interest in Mortgage and Related Loan Documents, dated June 11, 2013, and filed for record November 21, 2013, as Land Document No. 2013-00038729 of the Records of Washington County, Arkansas. NOTE: SAID ENCUMBRANCE COVERS MORE LANDS THAN THE LAND. THE COMPANY WILL ACCEPT A PARTIAL RELEASE OF THE LAND FROM SAID ENCUMBRANCE AS SATISFACTION OF THIS REQUIREMENT. 10. Satisfy and release of record, Mortgage, dated October 14, 2021 and filed for record October 15, 2021, as Land Document No. 2021-00039814 of the Records of Washington County, Arkansas, executed by Fayetteville Depot, LLC in favor of Chambers Bank in the original principal amount of $1,765,687.67. NOTE: SAID ENCUMBRANCE COVERS MORE LANDS THAN THE LAND. THE COMPANY WILL ACCEPT A PARTIAL RELEASE OF THE LAND FROM SAID ENCUMBRANCE AS SATISFACTION This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Ilk Reprinted under license from the American Land Title Association. Page 6 OF THIS REQUIREMENT. 11. Satisfy and release of record, Assignment of Leases and Rents, dated October 14, 2021 and filed for record October 15, 2021, as Land Document No. 2021-00039815 of the Records of Washington County, Arkansas, executed by Fayetteville Depot, LLc favor of Chambers Bank in the original principal amount of $1,765,687.67. 12. Provide Company with Articles of Organization, and any amendments, of Fayetteville Depot, LLC, filed with the Secretary of State. 13. Provide Company with a copy of the Operating Agreement of Fayetteville Depot, LLC, and any amendments (for title insurance file only and not to be recorded). 14. Provide Company, in recordable form, a current Certificate of Authority executed by all members of Fayetteville Depot, LLC, setting out the authority of the company to enter into the transaction and identifying the Member(s)/Manager(s) of the LLC authorized to execute all instruments which pertain to this transaction. 15. Provide Company, in recordable form, a certified Resolution of the City of Fayetteville setting forth the authority of the company to enter into the transaction and giving the names and capacities of those persons authorized to execute all instruments relating to the transaction. 16. Warranty Deed, executed by the current Member(s)/Manager(s) of Fayetteville Depot, LLC, to City of Fayetteville, covering the Land. 17. Complete and return the Owner Disclosure and Agreement, stating that no construction or repair on the Land has been made within a period of 120 days for which a mechanics or materialmens lien may be filed, that the seller(s)/owner(s) are in sole and exclusive possession of the Land, and that there are no tenants holding under leases, recorded or unrecorded. Note: Deliver to customer a copy of the Privacy Policy. Note: Pursuant to A.C.A. § 18-11-107, all parties are hereby notified that the real property may be located within or near a rural area. Agricultural operations on real property nearby are protected under § 2-4-101 et seq, and shall not be found to be a public or private nuisance if the agricultural operation employs methods or practices that are commonly or reasonably associated with agricultural production. NOTE: A time check should be requested within 3 business days prior to the closing to ensure that no other matters have been filed for record which may affect title. This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Ilk Reprinted under license from the American Land Title Association. Page 7 File No.: 21-3594A SCHEDULE B, PART II EXCEPTIONS THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN. The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: 1. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part I —Requirements are met. 2. Taxes for the year 2021 and subsequent years, a lien not yet due and payable. Taxes for the year 2020 and prior years are paid. 3. Assessments/Special Taxes for the year 2021 and subsequent years, which are not yet due and payable with respect to the following: Central Business Improvement District No. 1. Amended East Square Redevelopment District 4. Any inaccuracy in the area, square footage, or acreage of the Land, or attached plat, if any. The Company does not insure the area, square footage, or acreage of the Land. 5. INTENTIONALLY DELETED. 6. Rights of tenants in possession under unrecorded leases solely as tenants and solely with respect to space occupied by each such tenant, (together with non-exclusive rights in common with other tenants in areas used by all tenants). 7. Easements, or claims of easements, not shown by the public records. 8. Any lien, or right to a lien, for services, labor, or materials heretofore or hereafter furnished, imposed by law and not shown by the public records. 9. Taxes or special assessments, if any, which are not shown as existing liens by the Public Records. 10. Minerals of whatsoever kind, subsurface and surface substances, including but not limited to coal, lignite, oil, gas, uranium, clay, rock, sand and gravel in, on, under and that may be produced from the Land, together with all rights, privileges, and immunities relating thereto, whether or not appearing in the Public Records or listed in Schedule B. The Company makes no representation as to the present ownership of any such interests. There may be leases, grants, exceptions or reservations of interests that are not listed. 11. Any Judgment Liens or other Liens of Record in any United States District Court or Bankruptcy Court in the State of Arkansas as of the Effective Date hereof that are not reflected in the real property records of the This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Ilk Reprinted under license from the American Land Title Association. Page 8 county in which the Land is located. 12. Any security interest evidenced by Financing Statements and Liens filed of record as of the effective date hereof, under the Arkansas Uniform Commercial Code in the State of Arkansas. 13. Matters as set forth on Plats of Survey filed for record in Plat Book 4 at page 2, in Survey Book DR2 at page 199, as Document No. 99093821, as Document No. 2000008687, Land Document No. 2000-00013611, in Plat Book 16 at page 142, and as Land Document No. 2008-00028811, of the Records of Washington County, Arkansas, including but not limited to Reservations, Restrictions, Easements, Dedications, Rights of Way and Setback lines. 14. Terms, Conditions and Provisions as set forth in Ordinance No. 3271 of the City of Fayetteville, Arkansas, Arkansas, dated June 2, 1987, and filed for record June 5, 1987, in Book 1227 at page 914, of the Records of Washington County, Arkansas. 15. Easements as set forth in Quitclaim Deed and Release executed by and between Burlington Northern Railroad Company and Shuler Development Co., Inc., dated December 17, 1993 and filed for record January 5, 1994, as Document No. 94001166, of the Records of Washington County, Arkansas. 16. INTENTIONALLY DELETED. 17. INTENTIONALLY DELETED. 18. INTENTIONALLY DELETED. 19. Terms, Provisions and Conditions contained in a Lease Agreement by and between Fayetteville Depot, LLC and Houses Incorporated, Landlord, and Arsaga's Inc., Tenant, dated Aguust 4, 2011, and reflected in Subordination, Non -Disturbance and Attornment Agreement filed for record September 17, 2012, as Land Document No. 2012-00027818, of the Records of Washington County, Arkansas. 20. INTENTIONALLY DELETED. 21. Matters as set forth on Boundary Survey made by Brad Ferguson, PLS No. 1728, of Olsson, Inc., dated January 25, 2021, and designated Project No. 020-0275, including but not limited to Reservations, Restrictions, Easements, Encroachments, Dedications, Rights of Way and Setback lines. 22. Matters as set forth on Lot Split and Property Line Adjustment filed for record as Land Document No. 2021-00044211, of the Records of Washington County, Arkansas, including but not limited to Reservations, Restrictions, Easements, Encroachments, Dedications, Rights of Way, Setback lines, Fence Line Variations, Brick Patio Encroachments, and Utility Lines. 23. Matters as set forth on ALTA/NSPS Land Title Survey made by Brad Ferguson, PLS No. 1728, of Olsson, Inc., dated September 27, 2021, and designated Project No. 020-0275, including but not limited to Reservations, Restrictions, Easements, Dedications, Rights of Way, Setback lines, Deck Encroachment, Utility Lines. This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Page 9 _ ADDENDUM TO REAL ESTATE PURCHASE CONTRACT This Addendum to Real Estate Purchase Contract ("Addendum") is entered into effective on November 30, 2021, between City of Fayetteville, Arkansas (`Buyer') and Fayetteville Depot, LLC ('"Seller'") and Dickson and West Investments, LLC Entity") as follows: Whereas the parties entered into that certain Real Estate Purchase Contract dated March 17. 2021 for the sale of the property located at 550 West Dickson, Fayetteville, Arkansas from Seller to Buyer (the -Contract")-, and Whereas the parties desire to modiiV the Closing Date. Now. therefore, in consideration of the mutual benefits contained herein and in the Contract, and other good and valuable consideration, the parties agree as follows: 1. Paragraph 13 of the Contract is omitted in its entirety and replaced with the following: Closing Date. Provided all conditions to closing set forth in paragraph 29 of this Contract have been satisfied or waived by Buyer and Seller, and this Contract has not been terminated in accordance with the provisions herein set forth, the transaction contemplated herein shall close on December 20, 2021, or such other date as is mutually agreeable to Seller and Buyer. Such date for the closing of title is herein called the "Closing Date" or such occurrence is called the -Closing" or "closing". 2. All other terms and conditions of the Contract remain unchanged and in full force and effect and are hereby ratified and reconfinned in all respects, as so amended. 3. This Addendum may be signed in multiple counterparts, and electronically or by facsimile, and each of which together shall be construed as one document. BUYER: CITY OiAAY/ETTEVILLE, ARKANSAS Jordan, M�!yor Date: a gm ATTEST: Kara Paxton. ty Clerk -Treasurer ®U. Ao jFViLI -. gyp., 8886654.2 SELLER: FAYETTEVILLE DEPOT, LLC, an Arkansas limited liability company By: The House Family LLC, an Arkansas limited liability company, Member By: Gregory T. House Revocable Trust Amended and Restated 7/29/15, Managing Member By: 1� Gregory House, Trustee NEW ENTITY: DICKSON & WEST INVESTMENTS LLC By: , Name: Greg House Title: Manager 2 8886654.2 ADDENDUM TO REAL ESTATE PURCHASE CONTRACT This Addendum to Real Estate Purchase Contract ("Addendum") is entered into effective on December 20, 2021 between Dickson and West Investments, LLC ("Buyer") and City of Fayetteville, Arkansas ("Seller") as follows: Whereas the parties entered into that certain Real Estate Purchase Contract dated March 17, 2021 for the sale of approximately one -fifth of an acre located on the north side of that certain parcel of real estate currently owned by Seller on Dickson Street (and commonly referred to as the Walton Art Center parking lot), and being a portion of parcel numbers 765-01745-002 and 765-01739-000 (the "Property"), Fayetteville, Arkansas from Seller to Buyer (the "Contract"); and Whereas the parties desire to modify the Closing Date, and Now, therefore, in consideration of the mutual benefits contained herein and in the Contract, and other good and valuable consideration, the parties agree as follows: Paragraph 13 of the Contract is omitted in its entirety and replaced with the following: Closing Date. Provided all conditions to closing set forth in paragraph 29 of this Contract have been satisfied or waived by Buyer and Seller, and this Contract has not been terminated in accordance with the provisions herein set forth, the transaction contemplated herein shall close on December 20, 2021, or such other date as is mutually agreeable to Seller and Buyer. Such date for the closing of title is herein called the "Closing Date" or such occurrence is called the "Closing" or "closing". 2. All other terms and conditions of the Contract remain unchanged and in full force and effect and are hereby ratified and reconfirmed in all respects, as so amended. 3. This Addendum may be signed in multiple counterparts, and electronically or by facsimile, and each of which together shall be construed as one document. BUYER: DICKSON & WEST INVESTMENTS LLC By: Name: Greg House Title: Manager 8886653.v2 SELLER: CITY OF Date ATTEST - By: fTreasurer Kara Paxton, Clerk �m VILLE, ARKANSAS /a Mold. ,`,`t0i1i1111/lff� \4,'1°T REq�'��,�i -�: Fp,YETTE�ILLEs e KAIAJ i�,� ®,� j i 0'9 ®`' EXHIBIT A Legal Description of Property A part of the Northwest Quarter (NW 1 /4) of the Northeast Quarter (NE 1 /4) of Section 16, Township 16 North, Range 30 West. in the City of Fayetteville, Washington County, Arkansas being more particularly described as follows: Commencing at the Northwest Corner of a parcel described in Book 1387. Page 141 said point being the intersection of the South Right-of-Wav Line of Dickson Street and the East Right of Way Line of Arkansas and Missouri Railroad. Thence S87°05'47"E along said Right -of -Way line, 5.30 feet: Thence S02°54' 13"W, 10.00 feet to the point of beginning; Thence S87°05'47"E parallel to and 10.00 feet South of said South Right -of -Way line, 145.89 feet; Thence S30°54'13"W, 64.35 feet; Thence N59°05'47"W, 18.62 feet; Thence N87°05'47"W, 67.73 feet; Thence S02°54'13"W, 14.64 feet; Thence N87°05'47"W, 22.01 feet; Thence NO2 °54' 13 "E, 23.79 feet; Thence N87°05'47"W, 9.50 feet; Thence NO2°54' 13 "E, 38.93 feet to the point of beginning. Containing 0.2 acres more or less. 3 A. Settlement Statement U.S. Department of Housing and Urban Development OMB No. 2502-0265 B. Type of Loan I. ❑ FHA 2. ❑ FmHA 3. ❑ Conv Unins 6. File Number 7. Loan Number 8, Mortgage his Case Number 4. ❑ VA 5. ❑ Conv his. 6. ❑ Seller hinance 21-359411 7. ❑ Cash Sale. C. Note: This form is famished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown Items marked "(p.o.c.)" were paid outside the closing; they are shown here for informational purposes and are not included in the totals. D. Name & Address of Borrower E. Name & Address of Seller F. Name & Address ol' Lender Dickson & West Investments LLC City of Fayetteville 113 W. Mountain St Fayetteville, AR 72701 G. Property Location 11. Settlement Agent Name City Title & Closing LLC Fayetteville Original, Block 7, Fayetteville, Washington County, AR 3790 N. Bellafont Blvd., Suite 3 W. Dickson St. Fayetteville, AR 72703 Tax ID: 45-1i^)6467 Fayetteville, AR 72701 Underwritten By: Fidelity See Addendum Place of Settlement I. Settlement Date City Title & Closing LLC 12/20/2021 3790 N. Bellafont Blvd„ Suite 3 Fund Fayetteville, AR 72703 J. Summary of Borrower's Transaction K. Summary of Seller's Transaction 100. Gross Amount Due from Borrower 400. Gross Amount Due to Seller 101. Contract Sales Price S263,000.00 401. Contract Sales Price S263,000,011 102. Personal Property 402. Personal Property 103. Settlement Charges to borrower S783.50 403. 104. 404. 105. 405. --- Adjustments for items paid by seller in advance Adjustments for items paid by seller in advance 106. Special Improvement taxes 406. Special Improvement taxes 107. County property taxes 407. County property taxes 108. Assessment Taxes 408. Assessment Taxes 109. School property taxes 409. School property taxes 110. 1IOA/POA Dues 410. 1IOA/POA Dues 1 1 1. Rental prorations 411, Rental prorations 112. 412. 113. 413. 114. 414. -- 115. 415. 116. 416. 120. Gross Amount Due From Borrower S263,783.50 420. Gross Amount Due to Seller S263,000.00 200. Amounts Paid By Or in Behalf Of Borrower 500. Reductions in Amount Due to Seller 201. Deposit or earnest money 501. Excess Deposit 202. Principal amount of new loan(s) 502. Settlement Charges to Seller (line 1400) S1,8'13.1(1 203. Existing loan(s) taken subject to 503. Existing Loan(s) Taken Subject to 204. Loan Amount 2nd Lien 504. Payoff of first mortgage loan to 205. 505. Payoff ol'seeond mortgage loan to 206. 506. 207. Total Arm of installment Payments to be S263,000.00 507. Total Amt of Installment Payments to be S263,000.00 208. paid per contract 508. paid per contract 209. 509. Adjustments for items unpaid by seller Adjustments for items unpaid by seller 210. Special Improvement taxes 510. Special Improvement taxes 211. County property taxes 511. County property taxes 212, Assessment 'Faxes 512, Assessment Taxes 213. School property taxes 513. School property taxes 214. FIOA/POA Dues 514. 1IOA/POA Dues 215. Rental prorations 515. Rental prorations 216. 516. 217. 517. 218. 518. 219. 519. 220. Total Paid By/For Borrower S263,000.00 520. Total Reduction Amount Due Seller S264,893.10 300. Cash At Settlement From/To Borrower 600. Cash At Settlement To/From Seller 301. Gross Amount due from borrower (line 120) S263,783.50 601, Gross Amount due to seller (line 420) S263,000.00 302. Less amounts paid by/for borrower (line 220) S263,000.00 602. Less reductions in amt. due seller (line 520) S264,893.10 303. Cash From Borrower S783.50 603. Cash Front Seller S1,893.10 Section 5 of the Real Estate Settlement Procedures Act (RESPA) requires the Section 4(a) of RESPA mandates that I IUD develop and proscribe this standard following: • I -IUD must develop a Special Information Booklet to help persons form to be used at the time orloan settlement to provide fill disclosure ofall charges borrowing money to finance the purchase of residential real estate to better imposed upon the borrower and seller. 'I here arc third part) disclosures that are understand the nature and costs of real estate settlement services, designed to provide the borrower with pertinctn inhumation during the sctticmcut • Each lender trust provide the booklet to all applicants from whom it receives or f'or process in order to be a better shopper. whom it prepares a written application to borrow money to finance file purchase of The Public Reporting Burden fix this wllection of information is estimated to residential real estate; • Lenders must prepare and distribute with the Booklet a average one hour per response, including the time fix reviewing instructions Good Faith Estimate of the settlement costs that the borrower is likely to incur in searching existing data sources, gathering and maintaining the d:ua needed, and connection with the settlement. These disclosures are mandatory. completing and reviewing the collection of mintinutiou '['his agency may not collect this information. and you arc not required to complete this form, unless it displays a currently valid OMB control number The information requested does not lend itself to confidaniality. Previous Editions are Obsolete Page I lilrm IIIiD-1 (3/86) 1landbook 4305.2 File No. 21-359413 L. Settlement Charges 700. Total Sales/Broker's Commission based on price 5263,000.00 L % = SO.()() Paid From Borrmrer's Funds ❑t Settlement ' Paid I rom Seller's Funds at Settlement Division of Commission (line 700) as follows 701. to 702. to 703. Commission Paid at Settlement S111.00 S(lMO 800. Items Payable in Connection with Loan 801, Loan Origination Pee % to 802. Loan Discount % to 803. Appraisal Pee to 804. Credit Report to 805. Lender's Inspection Fee to 806. Mortgage Insurance Application to 807. Assumption Pee to 900. Items Required by Lender To Be Paid in Advance 901. Interest from 12/20/2021 to 1/1/2022 O SO/day 902. Mortgage Insurance Premium for months to 903. Hazard Insurance Premium for years to 1000. Reserves Deposited With Lender 1001. Hazard insurance months () per month 1002. Mortgage insurance months (qper month 1003. Special Improvement Taxes months g, per month 1004. County property taxes months (ti) per month 1005. Assessment Taxes months O per month 1006. School property taxes months cu per month 1007. HOA/POA Dues months (qper month 100& Rental Prorations months a, per month 1011. Aggregate Adjustment 1100. Title Charges 1 101. Settlement or closing fee to City Title & Closing LLC - Closing Fees S500.011) 5500.0 I S400.00 1102. 'Title Services Fee to City Title & Closing LLC -Title Services 1 103. FcdEx to 1104. Wire to 1105. Document preparation to 1106. Reissue Credit, if available to 1 107. Attorney's fees to (includes above items numbers: ) 1108. Title insurance to City'Title & ('losing LLC -Title Premiums 5743 60 (includes above items numbers: ) 1109. Lender's coverage 50.0()/SO.O() . 1 1 10. Owner's coverage 5263,000.00/5743.60 1200. Government Recording and Transfer Charges 1201. Recording Pees Deed 530.00 ; Mortgage : Rel to Circuit Clerk T ansfer S30L00 1202 City/County Transfer FOCS Deed , Mortgage to 1203. Stale Transfer Fees Deed ; Mortgage to Department of Finance do Administration 1204. Tax certificates to 1205. E- Tile Does to EPN Sl6.00 512.00 1206. Record Conservation Easement to Circuit Clerk Transfer S30.00 S27.S(1 S30.00 1207. Record Temp Cons Easement to Circuit Clerk "Transfer 527.50 1208. Record Master Deed to Circuit Clerk Transfer 5102.50 S102.50 1209. Record Notice of Option to Circuit Clerk Transfer S30.(1O S30.00 1210. Record Bldg Height Restriction to Circuit Clerk Transfer 517.50 517.5t1 1211. Record Access Easement to Circuit Clerk Transfer S30MO S30.00 1300. Additional Settlement Charges 1301. Survey to 1302. Pest Inspection/Tennite to 1400. Total Settlement Charges (enter on lines 103, Section .I and 502, Section K) 5783.50 51,893.10 I have carefully reviewed the HUD -I Settlement Statement and to the best of my knowledge and belief; it is a true and accurate statement ol'all receipts and disbursements made on my account or by me in this transaction. I further certify that 1 have received a completed copy of pages L 2 and 3 ol' This I Il ID- I Settlement Statement. Dickson & West Investments, LLC, an Arkansas Ili nited liability company Greg Flousc, anagcr By: - 1,9zzw—z— Ted t e den,'Manager The City of a etteville, Arkans is By: Li neld.lordai tf or Attest: raPastoi, ityClerk=Treasurer Sl'FI'LLMEN-I'AGLNTCLR'TIFICA'I'ION ���y�11lllt#Ilttttt `{••'or The HUD-1 Settlement Statement which I have prepared is a true and accurate .� e `� Y O •. i/ account of this transaction. I have caused the finds to be disbursed in accord i v tl ris statement. 12Lv_ ti • +. Settles ent gent Date Z Warning: It is a crime to knowingly make false statements to the IMited '-Qom. 7. States on this or any other similar form. Penalties upon conviction can y//VG include a tine and imprisonment. For details see: Title 18 U.S. Code Section �TON ttAy,�i 1001 and Section 1010. ttrltIO: Previous Ld itions are Obsolete Page 2 f firm 11 U D-1 (3/86 ) 1landhook 43052 Section G — Additional Tracts of Land Fayetteville Original, Block 7, Fayetteville, Washington County, AR W. Dickson St. Fayetteville, AR 72701 • IIC a title BUYER/SELLER CLOSING CERTIFICATION (Commercial Purchase/Sale Transaction) File No.: 21-3594B Property Address: W. Dickson St., Fayetteville, Arkansas 72701 The undersigned, in connection with the purchase,%sale of the property(ies) described on Exhibit -A" attached hereto (the --Property") hereby states and agrees as follows: PROPERTY TAX PRORATIONS City Title & Closing LLC ("Closing Agent") has prorated the property taxes for the current year from January 1 of the current year through the date of closing based on the current figures made available by the applicable County Assessor/Collector, and the buyer(s) of the Property have been given a credit for such amount. The undersigned acknowledge and agree that Closing Agent is relying on the tax data made available by the applicable County Assessor/Collector and that such amounts may be changed at any time from the closing date forward. Closing Agent shall not be responsible or liable in any way for any discrepancies in tax amounts provided by the applicable County Assessor/Collector or any adjustments to tax amounts subsequent to the date of closing. If an escrow for tax and/or insurance payments has been required by a lender, Closing Agent has made the necessary entries on the settlement statement as instructed by such lender. The reserves and monthly payments for any such escrow have been provided to Closing Agent by the lender requiring same and were not calculated by Closing Agent. It is the responsibility of the undersigned, not Closing Agent, to contact the County Taxing Authority for the purpose of applying for and receiving any credits for which a property owner may be entitled. It will also be the responsibility of the undersigned, not Closing Agent, to provide lenders with any information necessary to change or update any escrow payment amounts being made to such lender. n/a PROPERTY OWNERS ASSOCIATION ASSESSMENTS TITLE INSURANCE COMMITMENT The undersigned hereby affirm a copy of the commitment for title insurance prepared by Closing Agent in connection with this closing (the "Commitment') has been received and the undersigned and is aware of the matters contained therein. It is the responsibility of the parties to this transaction, not Closing Agent, review the Commitment and satisfy themselves with the contents thereof in connection with this transaction. SURVEY -WAIVER The undersigned acknowledge and agree that unless a new ALTA/NSPS certified Survey approved by Closing Agent was provided to Closing Agent prior to closing, no coverage or protection will be provided on any title insurance policy with respect to matters that would be disclosed on an accurate ALTA/NSPS certified Survey of the Property. It is the responsibility of the undersigned to request such coverages, including but not limited to survey matters, directly from Closing Agent prior to the closing. In the event survey coverage is requested, it is further the responsibility of the undersigned to provide Closing Agent a new ALTA/NSPS certified Survey conforming to the Page 1 of 3 criteria and requirements as determined by Closing Agent's underwriting guidelines. Closing Agent shall not be responsible or liable for any inaccuracies or errors in any survey provided in connection with closing or this transaction. DUE DILIGENCE ITEMS Other than the Commitment any other reports prepared by Closing Agent in connection with the closing. Closing Agent has not ordered. prepared or provided and was not responsible for ordering, preparing or providing any due diligence materials related to the Property or this transaction, including but not limited to, surveys, environmental reports. leases, rent rolls, permits, plans. or specifications. Closing Agent shall not be liable in any way for the results or contents of any due diligence items or the accuracy or inaccuracy of same. It is the responsibility of the parties to this transaction. not Closing Agent, to order. review and satisfy themselves with any diligence items and the contents thereof in connection with this transaction. The undersigned are not relying on Closing Agent in way for the review of any due diligence items. ENTITY AUTHORIZATION If a party to this transaction is an entity, or is not otherwise a natural person, the undersigned represent and warrant that the natural person signing closing documents on behalf of such entity has all required authority and approvals to bind the entity to all agreements being executed. In the event it is determined the natural person(s) executing this agreement does not possess all required authority and approvals to bind the entity on behalf of which such natural person is signing, the natural person(s) executing this agreement hereby agrees to be personally liable for all such agreements executed by such natural person(s) on behalf of the entity for which they were not so authorized. REVIEW OF CLOSING DOCUMENTS The undersigned acknowledge and agree that all closing documents provided by Closing Agent related to this transaction, including but not limited to the Commitment and the final settlement statement, have been reviewed and approved by the undersigned prior to execution and that the undersigned understand the content of all such closing documents. Further, the undersigned affirm that they have had adequate opportunity to consult legal and any other professional advice desired by the undersigned in connection with such closing documents. ERRORS AND OMISSIONS The undersigned acknowledge and agree to cooperate to re -execute any documents, initial any changes, or pay any additional amounts and/or fees which may result from clerical errors or omissions, including but not limited to misspellings, incorrect names, incorrect addresses, incorrect legal descriptions, miscalculations, incorrect tax estimates or amounts collected or due, which were made by Closing Agent in good faith and further agree to respond to any such request made by Closing Agent, a lender or other party involved, in a timely manner and consistent with such request. The undersigned further agree to indemnify, defend and hold Closing Agent harmless from any and all damage or liability resulting from the inaccuracy of any matter set forth herein. EXECUTED AND DELIVERED THIS 20TH DAY OF DECEMBER, Dickson & West Investments, LLC, an Arkansasti�imited liability company By: reg By Ted Belden, Manager The City ' iT 1111 Kara Op _C)FAYE�E •a Arkansas C&u lerk-Tr asu �er4 File No.: 21-3594B EXHIBIT "A" A part of the Southwest Quarter (SW 1/4) of the Northeast Quarter (NE 1/4) of Section 16, Township 16 North, Range 30 West, in the City of Favetteville, Washington County, Arkansas, being a part of the tracts of land recorded in the Washington County Recorder's Office in Book CV89 at Page 861 and in Book 1387 at Page 141, more particularly described as follows: Commencing at the Northwest corner of said SW 1/4 of the NE 1/4, thence S87°09'15"E along the North line of said SW 1/4 of the NE 1/4 a distance of 165.65 feet; thence S02°48'48"W a distance of 41.47 feet to the Southeast corner of the intersection of Dickson Street and Burlington Northern Railroad, as they now exist; thence S87105'47"E along the South right-of-wav of Dickson Street, a distance of 8.48 feet for a point of beginning; thence continuing S87005'47"E along said South right-of-way line, a distance of 156.02 feet; thence S02154'13"W a distance of 17.72 feet; thence S42026'34"W a distance of 57.06 feet; thence N87105'47"W a distance of 108.74 feet; thence N21 °01'02"W a distance of 29.90 feet; thence N04050'42"E a distance of 34.41 feet to the point of beginning. Containing 0.20 acres, more or less. Said tract being shown as Tract A on a Property Line Adjustment by Olsson, Inc. dated June 22, 2021, and filed of record as Land Document No. 2021-00044210 of the records of Washington County, Arkansas. DISCLOSURE OF CLOSING AND SETTLEMENT RISK WAIVER (Pursuant to Public Act 684) File No. 21-359413 Date December 20, 2021 Issued Bc City Title d Closing LLC, agent for Fidelity National Title Insurance Company To Seller(s) City of Fayetteville Selling Propem Identified As Address \!. Dickson St. Fayetteville, AR 72701 Legal Description: Fayetteville Original, Block 7, Fayetteville, Washington County, .AR Pursuant to the requirements of Public Act 684 and Rule 87. notice is hereby given that closing protection letter coverage is available to you for your protection by the Company as part of the above proposed transaction. NO CLOSING PROTECTION LETTER IS REQUESTED. The Company is not providing any protection to you for closing or settlement funds received by it, or its policy issuing agency or agent. YES, CLOSING PROTECTION LETTER IS REQUESTED. The Company will provide you with protection for closing or settlement Funds received by it, or its policy issuing agency or agent at a cost of S25.00 per letter. as set forth by statute. Waiver This is to certify that the foregoing election ofa closing protection letter has been offered to me. and that I Understand that the title insurer may or may not provide any protection to me for closing and settlement funds received by it. or its policy issuing agency or agent upon the selection made by me. l'hc City of ry, evillc, Icansas y: to Id Jo Nlay Attest: Kara Pact ity Clerk -Tye surer 4e TRt- • s -v: EAYETTEVILUL.a ►�za C', FtN`'� • J®�® DISCLOSURE OF CLOSING AND SETTLEMENT RISK WAIVER (Pursuant to Public Act 684) File No. 21-3594B Date: December 20, 2021 Issued By: City Title & Closing LLC, agent for Fidelity National Title Insurance Company To Buyer(s)/Borrower(s): Dickson & West Investments LLC Purchasing Property Identified As: Address: W. Dickson St. Fayetteville, AR 72701 Legal Description: Fayetteville Original, Block 7, Fayetteville, Washington County, AR Pursuant to the requirements of Public Act 684 and Rule 87, notice is hereby given that closing protection letter coverage is available to you for your protection by the Company as part of the above proposed transaction. KO CLOSING PROTECTION LETTER IS REQUESTED. The Company is not providing any protection to you for closing or settlement funds received by it, or its policy issuing agency or agent. _ YES, CLOSING PROTECTION LETTER IS REQUESTED. The Company will provide you with protection for closing or settlement funds received by it, or its policy issuing agency or agent at a cost of $25.00 per letter, as set forth by statute, Waiver This is to certify that the foregoing election of a closing protection letter has been offered to me, and that I understand that the title insurer may or may not provide any protection to me for closing and settlement funds received by it, or its policy issuing agency or agent upon the selection made by me. Dickson & West Investments, LLC, an Arkansas limited liability company sy Greg House, Manager By: TA Belden, Manager A. Settlement Statement U.S. Department of Housing and Urban Development OMB No. 2502-0265 B. Type of Loan I. ❑ FLIA 2. ❑ Fml IA 3. ❑ Conv Unins 6. File Number 7. Loan Number 8. Mortgage Ins Case Number 4. ❑ VA 5. ❑ Conv his. 6. ❑ Seller Finance 21-3594A 7. ❑ Cash Sale. C. Note: This form is furnished to give you a statement ofactual settlement costs. Amounts paid to and by the settlement agent arc sl umn- Items marked "(p.o.c.)" were paid outside the closing; they are shown here for informational purposes and are not included in the totals. D. Name & Address of Borrower L. Name & Address of Seller F. Name & Address of Lender City of Fayetteville Fayetteville Depot, LLC 113 W. Mountain St P.O. Box 10918 Fayetteville, All 72701 Fayetteville, AR 72703 G. Property Location 11. Settlement Agent Name City Title & Closing LLC County Court Plat, Lot Pt 2-3, Fayetteville, Washington County, AR 3790 N. Bellafont Blvd., Suite 3 548 & 550 Dickson St. Fayetteville, All 72703 Tax ID: 45-1556467 Fayetteville, AR 72701 Underwritten By: Fidelity Place of Settlement L Settlentem Date City Title & Closing LLC 12/2ll/2021 3790 N. Bellafont Blvd., Suite 3 Lund Fayetteville, All 72703 I Summary of Borrower's Transaction K. Summary of Seller's Transaction 100. Gross Amount Due from Borrower 400. Gross Amount Due to Seller 10I . Contract Sales Price S250,000.00 401. Contract Sales Price S250,000.00 102. Personal Property 402. Personal Property 103. Settlement Charges to borrower S24,234.00 403. 104. 404. 105. 405. Adjustments for items paid by seller in advance Adjustments for items paid by seller in advance 106. Special Improvement taxes 406. Special Improvement taxes 107. County property taxes 40T County property taxes 108. Assessment Taxes 408. Assessment "Faxes 109. School property taxes 409. School property taxes 110. 1IOA/POA Dues 410, 1lOA/POA Dues - 1 1 1. Rental prorations 411. Rental prorations 112. 412. 113. 413. 114. 414. 1 is. 415. 116. 416. 120. Gross Amount Due From Borrower S274,234.00 420. Gross Amount Due to Seller S250,000.00 200. Amounts Paid By Or in Behalf Of Borrower 500. Reductions in Amount Due to Seller 201. Deposit or earnest money 501. Excess Deposit 202. Principal amount of new loan(s) 502. Settlement Charges to Seller (line 1400) S87,428.00 203. Existing loan(s) taken subject to 503. Existing Loan(s) Taken Subject to 204. Loan Amount 2nd Lien 504. Payoff of first mortgage loan to 205. 505. Payoff of second mortgage loan to 206. 506. 207. 507. 208. 508, 209. 509. Adjustments for items unpaid by seller Adjustments for items unpaid by seller 210. Special Improvement taxes 510. Special Improvement taxes 211. County property taxes 01/01/21 to 12/20/21 S2,676.23 511. County property taxes 01/01/21 to 12/20/21 S2,676.23 212. Assessment Taxes 512, Assessment Taxes 213. School property taxes 513. School property taxes 214. 11OA/POA Dues 514. 1IOA/POA Dues 215. Rental prorations 515. Rental prorations 216. 516. 217. 517. 218. 518. 219. 519, 220. Total Paid By/For Borrower S2,676.23 520. Total Reduction Amount Due Seller S90,104.23 300. Cash At Settlement Frona fo Borrower 600. Cash At Settlement To/From Seller 301. Gross Amount due from borrower (line 120) S274,234.00 601. Gross Amount due to seller (line 420) S250,000.00 302. Less amounts paid by/for borrower (line 220) S2,676.23 602. Less reductions in ant. due seller (line 520) S90,104.23 303. Cash From Borrower S271,557.77 603. Cash To Seller S159,895.77 Section 5 of the Real Estate Settlement Procedures Act (12ESPA) requires the following: • HUD must develop a Special Information Booklet to help persons borrowing money to finance the purchase of residential real estate to better understand the nature and costs of real estate settlement services; • Each lender must provide the booklet to all applicants from whom it receives or for whom it prepares a written application to borrow money to finance the purchase of residential real estate; • Lenders must prepare and distribute with the Booklet a Good Faith Estimate of the settlement costs that the borrower is likely to incur in connection with the settlement. These disclosures are mandatory. Section 4(a) ofRLSPA mandates that I1UD develop and prescribe this standard form to be used at the time of loan settlement to provide full disclosure of all charges imposed upon the borrower and seller. These arc third pmly disclosures that arc designed to provide the borrower with pertinent infimnation during the settlement process in order to be a better shopper. The Public Reporting Burden for this collection of infirmation is cstinurted to average one hour per response, including the time for reviewing instructions searching existing data sources, galhcring and maintaining, the data ncedcd. and completing and reviewing the collection of infiuut:aion This agency may not collect this information. and \uu rue not required to complete this florin, unless it displays a currently valid OMB control numbel The information requested does not lend itself to confidcntialm Previous Editions are Obsolete Page I Bunn MID-1 (3/86) Handbook 4305 2 Pile No. 21-3594A L. Settlement Charges 700. 'Total Sales/Broker's Commission based on price 5250,000.00 575,000 00 --- --- - - -- ------------- Division of Commission (line 700) as follows: I'aid From Paid from (iono��cr's Seller's Funds at Funds at settlement Settlement 701. 575,000.00 to Sage Real Estate Solutions 702. to 703. Commission Paid at Settlement SOMO 575,000.00 800. Items Payable in Connection with Loan 801. Loan Origination Pee % to 802. Loan Discount % to 803. Appraisal Pee to 804. Credit Report to 805. Lender's Inspection Pee to 806. Mortgage Insurance Application to 807. Assumption Fee to 900. Items Required by Lender To Be Paid in Advance 901. Interest from 12/20/2021 to 1/1/2022 (i) SO/day 902, Mortgage Insurance Premium for months to 903. Hazard Insurance Premium for years to 1000. Reserves Deposited With Lender 1001. Hazard insurance months ti) per month 1002. Mortgage insurance months () per month 1003. Special Improvement Taxes months n, per month 1004. County property taxes months @1 5230.60 per month 1005. Assessment Taxes months (a), per month 1006. School property taxes months (y) per month 100T HOA/POA Dues months ty per month 1008. Rental Prorations months 6-1) per month 1011. Aggregate Adjustment 1100. 'Title Charges 1 101. Settlement or closing fee to City Title & Closing LLC - Closing Pecs 5500.00 5500.00 S400.00 1102. 'Title Services Pee to City Title & Closing LLC - Title Services 1103. FedFx to 1104. Wire to 1105, Document preparation - release to Papasan Law Firm 575.00 1106. Reissue Credit, if available to City Title &Closing LLC - Title Premiums (5286 00) 1 107. Attorney's fees to (includes above items numbers: ) ¢t �l 1108. 'Title insurance to City Title & Closing LLC -Title Premiums 5715.00 (includes above items numbers: ) 1109. Lender's coverage SO.00/SO.00 . 1 1 10. Owner's coverage S250,000.00/5429.00 1200. Government Recording and'I'ransfer Charges 1201. Recording Fees Deed $30.00 ; Mortgage ; Rel to Circuit Clerk Transfer - 5311.00 { i 1202. City/County Transfer Deed ; Mongagc to Fees Deed ;Mortgage -----__-to Department of Finance & 1203. State Transfer FeesAdministration 1204. Tax certificates to S4.00 54.00 1205. E- File Docs to EPN 1206. Record Partial Release from Chambers to Circuit Clerk Transfer S20,00 1300. Additional Settlement Charges 1301. Survey to Olsson 523,700.0(1 Sl L(I(I1um 1302. Pest Inspection/reunite (n/a) to 1303. 2020 Property Taxes (765-12875-000) to Washington County Tax Collector POC (S) 512,850.93 1400. "rota) Settlement Charges (enter on lines 103, Section J and 502, Section K) 524,234.00 587,428.00 I have carefully reviewed the MUD -I Settlement Statement and to the best of my knowledge and belief; it is a true and accurate statement Oki receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a completed copy of pages 1, 2 and 3 of this I It I Settlement Statement. The By: Attc f Fayetteville Depot, 11C, an Arkansas limited liability company By: House Family, LLC, its Sole Member By: The Gregory T. House Revocable Trust. its Managing M t her iy ``o�+��' •G\1 Y 0"C' � egory f. 11ouse, Stec SETTLEMENT AGF'NT CERTIFICxrr0) 1-dNyt 1-i E V;1 1 I,- . I The HUD-1 Settlement Statement which I have preparEl is jtrLIC and accurate account of this transaction. I have caused the funds to rrlishl.IF.Sed in accordan i i t statement. Settlement Agee Warning: It is a cruileo knowingly make false statements to the United States on this or any other similar firm. Penalties upon conviction can include a tine and imprisonment. I -or details see: Title 18 U.S. Code Section 1001 and Section 1010. previous Editions are Obsolete Page 2 I' mi IIUD-I (3/86) 1 landbook 4305.2 • IIC r }0 a title ah � t ,.�.._o S i n g BUYER/SELLER CLOSING CERTIFICATION (Commercial Purchase/Sale Transaction) File -No.: 21-3594A Property Address: 548 & 550 Dickson St., Fayetteville, Arkansas 72701 The undersigned, in connection with the purchase/sale of the property(ies) described on Exhibit -'A" attached hereto (the "Property") hereby states and agrees as follows: PROPERTY TAX PRORATIONS City Title & Closing LLC ("Closing Agent") has prorated the property taxes for the current year from January I of the current year through the date of closing based on the current figures made available by the applicable County Assessor/Collector, and the buyer(s) of the Property have been given a credit for such amount. The undersigned acknowledge and agree that Closing Agent is relying on the tax data made available by the applicable County Assessor/Collector and that such amounts may be changed at any time from the closing date forward. Closing Agent shall not be responsible or liable in any way for any discrepancies in tax amounts provided by the applicable County Assessor/Collector or any adjustments to tax amounts subsequent to the date of closing. If an escrow for tax and/or insurance payments has been required by a lender, Closing Agent has made the necessary entries on the settlement statement as instructed by such lender. The reserves and monthly payments for any such escrow have been provided to Closing Agent by the lender requiring same and were not calculated by Closing Agent. It is the responsibility of the undersigned, not Closing Agent, to contact the County Taxing Authority for the purpose of applying for and receiving any credits for which a property owner may be entitled. It will also be the responsibility of the undersigned, not Closing Agent, to provide lenders with any information necessary to change or update any escrow payment amounts being made to such lender. n/a PROPERTY OWNERS ASSOCIATION ASSESSMENTS TITLE INSURANCE COMMITMENT The undersigned hereby affirm a copy of the commitment for title insurance prepared by Closing Agent in connection with this closing (the "Commitment') has been received and the undersigned and is aware of the matters contained therein. It is the responsibility of the parties to this transaction, not Closing Agent, review the Commitment and satisfy themselves with the contents thereof in connection with this transaction. SURVEY -WAIVER The undersigned acknowledge and agree that unless a new ALTA/NSPS certified Survey approved by Closing Agent was provided to Closing Agent prior to closing, no coverage or protection will be provided on any title insurance policy with respect to matters that would be disclosed on an accurate ALTA/NSPS certified Survey of the Property. It is the responsibility of the undersigned to request such coverages, including but not limited to survey matters, directly from Closing Agent prior to the closing. In the event survey coverage is requested, it is further the responsibility of the undersigned to provide Closing Agent a new ALTA/NSPS certified Survey conforming to the criteria and requirements as determined by Closing Agent's underwriting guidelines. Closing Agent shall not be Page 1 of 3 responsible or liable for any inaccuracies or errors in any survey provided in connection with closing or this transaction. DUE DILIGENCE ITEM Other than the Commitment any other reports prepared by Closing Agent in connection with the closing. Closing Agent has not ordered, prepared or provided and was not responsible for ordering, preparing or providing any due diligence materials related to the Property or this transaction, including but not limited to. surveys. environmental reports, leases, rent rolls, permits. plans. or specifications. Closing Agent shall not be liable in any way for the results or contents of any due diligence items or the accuracy or inaccuracy of same. It is the responsibility of the parties to this transaction, not Closing Agent. to order. review and satisfy themselves with any diligence items and the contents thereof in connection with this transaction. The undersigned are not relying on Closing Agent in way for the review of any due diligence items. ENTITY AUTHORIZATION If a party to this transaction is an entity, or is not otherwise a natural person, the undersigned represent and warrant that the natural person signing closing documents on behalf of such entity has all required authority and approvals to bind the entity to all agreements being executed. In the event it is determined the natural person(s) executing this agreement does not possess all required authority and approvals to bind the entity on behalf of which such natural person is signing, the natural person(s) executing this agreement hereby agrees to be personally liable for all such agreements executed by such natural person(s) on behalf of the entity for which they were not so authorized. REVIEW OF CLOSING DOCUMENTS The undersigned acknowledge and agree that all closing documents provided by Closing Agent related to this transaction, including but not limited to the Commitment and the final settlement statement, have been reviewed and approved by the undersigned prior to execution and that the undersigned understand the content of all such closing documents. Further, the undersigned affirm that they have had adequate opportunity to consult legal and any other professional advice desired by the undersigned in connection with such closing documents. ERRORS AND OMISSIONS The undersigned acknowledge and agree to cooperate to re -execute any documents, initial any changes, or pay any additional amounts and/or fees which may result from clerical errors or omissions, including but not limited to misspellings, incorrect names, incorrect addresses, incorrect legal descriptions, miscalculations, incorrect tax estimates or amounts collected or due, which were made by Closing Agent in good faith and further agree to respond to any such request made by Closing Agent, a lender or other party involved, in a timely manner and consistent with such request. The undersigned further agree to indemnify, defend and hold Closing Agent harmless from any and all damage or liability resulting from the inaccuracy of any matter set forth herein. EXECUTED AND DELIVERED THIS 20TH DAY OF DECEMBER, 2021. The City o ett ,'[)rkans s Fayetteville Depot, LLC, an Arkansas 1/ limited liability company ` By: House Family, LLC, its Sole Member By: The Grego y T. House Revocable Trust, oip its Mana i ember Attest: lara Clerk-T eas r� Y: o,�',utotettl�,z regory T. House, Trustee PK '���! s411NGT� File No.: 21-3594A EXHIBIT "A" A part of the NW'/, of the NE'/a of Section 16, Township 16 North, Range 30 West, Washington County, Arkansas more particularly described as commencing at the North Quarter -Corner (N %,) of said Section; said point being a found iron pin; thence S 02141'59" W 1322.01 feet to the Southwest corner of said 40-acre tract, said point being a set cotton spindle; thence along said 40-line S 86059'31 " E 276.63 feet; thence N03007'38" E 13.20 feet; thence N03012'06" E 81.12 feet; thence N 02114'32" E 98.08 feet to the point of beginning; thence N 87°02'59" W 35.83 feet: thence N 02157'01" E 2.00 feet; thence N 87102'59" W 24.00 feet; thence N 02157'01" E 214.57 feet; thence S 87°02'59" E 57.15 feet; thence S 0211432" W 216.59 feet to the point of beginning; containing 0.3 acres, more or less. Said tract being shown as Parcel 3 on a Lot Split and Property Line .adjustment by Olsson, Inc., dated Vlav 25, 2021 and filed for record as Land Document No. 2021-00044221 of the records of Washington Countv, Arkansas. DISCLOSURE OF CLOSING AND SETTLEMENT RISK WAIVER (Pursuant to Public Act 684) File No. 21-3,594A Date: December 20, 2021 Issued BN- City Title & Closing LLC, agent for Fidelity National Title Insurance Company To Buyerlsl/Borro\verfsl- Chi of Fayetteville Purchasing Propert\ Identified As: Address '348 & 5,50 Dickson St. Fayetteville, AR 72701 Legal Description. County Court Plat, Lot Pt 2-3, Fayetteville, Washington County, AR Pursuant to the requirements of Public Act 684 and Rule 87, notice is hereby given that closing protection letter coverage is available to you for your protection by the Company as part of the above proposed transaction. XNO CLOSING PROTECTION LETTER IS REQUESTED. The Company is not providing any protection to you for closing or settlement funds received by it. or its policy issuing agency or agent. _ YES, CLOSING PROTECTION LETTER IS REQUESTED. The Company will provide you with protection for closing or settlement funds received by it_ or its policy issuing agency or agent at a cost of S25.00 per letter, as set forth by statute. Waiver This is to certity that the foregoing election ofa closing protection letter has been offered to me. and that I understand that the title insurer may or may not provide any protection to me for closing and settlement funds received by it, or its policy issuing agency or agent upon the selection made by me. ` The City of F etteville, Arkansas B3 . t lone orda . ayor Attest: t / A,- Kar: Pa , ity Clerk -Treasurer C�-7 °°°° F-F; �+ t AYETTEVILLE;� DISCLOSURE OF CLOSING AND SETTLEMENT RISK WAIVER (Pursuant to Public Act 684) File No. 21-3594A Date: December 20, 2021 Issued By: City Title & Closing LLC, agent for Fidelity National Title Insurance Company To Seller(s): Fayetteville Depot, LLC Selling Property Identified As: Address: 548 & 550 Dickson St. Fayetteville, AR 72701 Legal Description: County Court Plat, Lot Pt 2-3, Fayetteville, Washington County, AR Pursuant to the requirements of Public Act 684 and Rule 87, notice is hereby given that closing protection letter coverage is available to you for your protection by the Company as part of the above proposed transaction. ZNO CLOSING PROTECTION LETTER IS REQUESTED. The Company is not providing any protection to you for closing settlement funds received by it, or its policy issuing agency or agent. _ YES, CLOSING PROTECTION LETTER IS REQUESTED. The Company will provide you with protection for closing or settlement funds received by it, or its policy issuing agency or agent at a cost of $25.00 per letter, as set forth by statute, Waiver This is to certify that the foregoing election of a closing protection letter has been offered to me, and that I understand that the title insurer may or may not provide any protection to me for closing and settlement funds received by it, or its policy issuing agency or agent upon the selection made by me. Fayetteville Depot, LLC, an Arkansas limited liability company By: House Family, LLC, its Sole Member By: The Gregory T. House Revocable Trust, its Managing M mber By: go�T. House, rustee -- DEVELOPMENT AGREEMENT This DEVELOPMENT AGREEMENT (this "Agreement') is made and executed as of the day of December 2021. by and between CITY OF FAYETTEVILLE, ARKANSAS ("Seller"), and DICKSON & WEST INVESTMENTS LLC ("Buyer"'). RECITALS Whereas the parties entered into that certain Real Estate Purchase Contract dated effective March 17. 2021. (the "Real Estate Contract"') pursuant to which Seller agrees to sell and Buyer agrees to purchase certain real estate fit-om Seller located in Fayetteville, Washington County. Arkansas, as more particular]v described on Exhibit A. attached and made a part hereof ]the -'Property") for the price of Two Hundred Sixtv-Three Thousand Dollars 6263,000.00) (the '-Purchase Price"): and Whereas the Real Estate Contract sets forth obligations and agreements of the parties to be performed after- Closing for the construction of the Civic Plaza Building: and Whereas the parties are desirous of entering into an agreement to bind the Parties regarding their responsibilities for the performance of the work and allocation of the costs associated with the construction of the Civic Plaza Building: AGREEMENT Now therefore, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Seller and Buyer hereby covenant, stipulate, and agree as follows: A. The Civic Plaza Building (A) will be designed so that the ground floor can be operated by one or more tenants whose business offers or accommodates retail, restaurant, or commercial uses and at least one tenant offering food or beverage service which is oriented toward the Civic Plaza or (B) shall be constructed in material conformance with the design presented by Rob Sharp, a copy of which is attached as Exhibit B. B. The development, design, and construction of the Civic Plaza Building must comply with all local, state, and federal building codes, ordinances.. rules, laws, and regulations. including Seller's building codes. ordinances. rules, laws, and re 7ulations. C. Buyer shall indemnify and hold Seller harmless against all claims, charges, costs. darnages, or expenses arising from Buyer's construction and occupancy of the Civic Plaza Building. D. No materials, staging, lay down, or construction area utilized in completion of the Civic Plaza Building shall be located on Seller's property or Seller's rights of way. unless approved by Seller in writing, nor shall construction of the Civic Plaza Building impede o►- interfere in any manner with Seller's use and occupancy of any of its property. E. Seller agrees to pay one-half of the costs for utility infrastructure to serve the Civic Plaza Building. F. Buyer shall be responsible for all costs of design and construction of the Civic Plaza Building other than the portion of the utility infrastructure costs which Seller agreed to pay in paragraph E. 8885647.2 G. Seller will waive and release Buyer fi-om the Purchase Price in full if the Civic Plaza Building is completed to a '-black box" finish no later than two (2) years after the date the City receives a Certificate of Occupancy (--COO Date") for each unit it owns in the Parking Deck. If the Civic Plaza Building is not completed to a black box finish within two years of the COO Date then Seller will waive and release Buyer from the Purchase Price accordim, to the following time periods and amounts: i. If the Civic Plaza Building is completed to a black box finish between the second and third annual anniversary of the COO Date. Seller will waive and release BUVer from ninety percent (90%) of the Purchase Price; ii. If the Civic Plaza Building is completed to a black box finish between the third and fourth annual anniversary of the COO Date. Seller will waive and release Buver fi-om el(—)hty percent (80%) of the Purchase Price; iii. If the Civic Plaza Building is completed to a black box finish between the fourth and the fifth annual anniversary of -the COO Date. Seller will waive and release Buyerfrom seventy percent (70%) of the Purchase Price: iv. If the Civic Plaza Building is not completed to a black box finish within five (5) years ofthe COO Date. then no portion of the Purchase Price will be waived or released and Buyer - shall pay Seller the Purchase Price in full no later- than the date that is seven years after the COO date. H. In the event that the Buyer has not constructed the Civic Plaza Building within ten (10) years from the COO Date, the Seller shall have the right to acquire the Property from the Buyer for a purchase price equal to the Purchase Price. For purposes hereof. the term "black box" shall mean that the exterior of the Civic Plaza Building will be completely finished with all doors. windows and exterior finishes fully installed. all utilities installed to be accessible to the interior of the building and ready for final installation. Buyer agrees to use its best commercially reasonable efforts to have the Civic Plaza Building occupied and open for business as soon as reasonably practical. [Remainder of this page is left intentionally blank.] 2 8885647.2 IN WITNESS WHEREOF. the parties have executed this Agreement as of the date first above written. SELLER: CITY OF§AYETT.,EVILLE, ARKANSAS By Date: ATTEST: d Jordan Br : L&I/'m Kara Paxtonwlty der-k-'Trea4l-lrer :FAYE /V GTWA ailillMHttlo 8885647.2 BUYER: DICKSON & WEST INVESTMENTS LLC By: Name: Greg House Title: Manager Date: V ?- , -2--& t- " - 4 8885647.v2 EXHIBIT A Legal Description of Property A part of the Northwest Quarter (NW 1'4) of the Northeast Quarter (NE 1 4) of Section 16. Township 16 North. Range 30 West. in the City of Fayetteville. Washington County. Arkansas being'- more particularly described as follows: Commencing at the Nortlivvest Corner of a parcel described in Book 1387, Page 141 said point being the intersection of the South Right-of-Wav Line of Dickso❑ Street and the East Right of Wav Line of Arkansas and Viissouri Railroad. Thence S87005'47"E along said RI'',ht-of-Watt line, 5.30 feet; Thence S02'54' 13"W, 10.00 feet to the point of beoinni110, Thence S87'05'47"E parallel to and 10.00 feet South of said South Right-of-Wav line. 145.89 feet. y Thence S30°54' 13"W. 64.35 feet; Thence N59°05'47"W. 18.62 feet: Thence N87°05'47"W, 67.73 feet: Thence S02°54' 13"W, 14.64 feet. Thence N87°05'47"W. 22.01 feet; Thence NO2°54' 13"E. 23.79 feet; Thence N87'05'47"W, 9.50 feet; Thence NO2°54' 13"E, 38.93 feet to the point of beginning. Containing 0.2 acres more or less. 5 8885647.2 EXHIBIT B [Rob Sharp Design] [!attached] 8885647.2 'h -O M v -h O° -, co 3 T O O (Di <' s �o rD ° rD Q O 0- (D (0 0 00 _ an, o o aca ° 0--o 7. m o o v m ° Q M m 3' fD ° a (, O m a v n 0 Z cu CD '< r0-r Qq Ort m :F au o (D G O M, O (D On a) co n 7 O 7 fD (D N 3 Q < OrD vrOi ni O < a• a� ° �+ O v 01 rD c v — o w :3 o ,< oo - < (D M - CU rD 7 S (D (D v �. �. S � v rD n O Oa O O �. 7 rD O rn t (D rD p Q D O aU O O_ 9 c - n al _0 N G _. n = rD U < w nu O O- :E O O_ n v mrD 3 (D a3 < as w:3< 3 fD aJ rr fD n v O qm fDD m r0 r0 fD+ (D m -I '^ S q c S w -(D Z- d gin' r-r 2, (D r 'o O cu v :< O rD (DD c1 � - S o O (D' o (D n h o O r+ {ll a1 O �' n� D �_ O 7 C Q O O Qq rD O (D 3 Q- s -0 N N :3 a) 7 Q rD Q a) C v E O 0 3 rD 3 O n� 0- 3 n O S O wr S S rD �. Q Ott O c rD -� v O Q 3. N * zT 0- 0 (D rD (_0D * o w c Cu + Z5 ao O 7 N 3 Q. r+ o D s � n3 rD _ O+ O rD N O_ � 3 o o� z m< a' = D O (D ;. O (D Q N rD 'y' rD zr 0 3= c r0 n� 0 0 �, a Os N fll _ O 0 r-r cu, 0 Ln cu Qom'-*�� rD o ID n °curt o cu o v ncr. g O UA < O� 3 . O O S S a, LA c rD 0 O n 0 O N< O r+ •O O rD O rD a) O- -., o_ On (D z rn < O N L^ S rD L, + O (D g ° �' ct. O °�' h - o —_ rn �< o D rD S rD rD 'O 3 zF L, O fD r1 (D (D O m rD v .'. (D 3 -+ Daj c o' rD GQ n ;,�- c w m Q r+ rD < O oO W D n� D `" NO 3 o- * W O GCS r-D L V, w n O O Ln 77 <. O r� S rD C O O n' r+ :nm n 'v cu Ln cu C r2 O (D O - O _ v rD rD (D CL (D in• n Q (D < (D r=r r+ 3 a <' 5 -• u rD N 7 v (D rn -t O 0'a S m o n (D 3 m curo D rD o d * F m m T' O (D � �. a O s D- M O= rt O_ rD O N :� O O S O (D O rt a1 O c -° m (p O< O s N N -, O O rD v (D rD Q.p v o , m o (D trtn rD £* M (D m v 3 �o (D O O o_ — ! -{ -o a) 3 - O Q O S N OF fD (D O 0 3 3 Q rD w O (SD rrDD v 'O rD o- ,tir G ahj O O ° w - Li (DG zr Xo O 3 Y, _6 O_ -0 0 0 ° C c? O -G O �'' w � O Ua 00 rD D O Q O LA n r+ Qq a1 < r+ Z) o' = Q 'Z rn O (D N - n (D N Q T (D rD O- D O pq O Q r0-r rD — O `n M N o rD S O rD '< -n Q, rn < cud V) rD 7r 01 O O Q W,N_ Q- ahi Ln OOA rr+ rr0+ (D O v zy M* w d v ri n a- (D ,may. _ rD X (D !n -o o- a 'n 3. rD O r0 O v rD ro GQ N 7 Q CDrD L (D fD O rn .z S to (D - O_ S Q4 O (D (D Q n 3 fD S r-r M W O- Q rD + �� d S N O rD O O Q Q ° -1 Q O 3 n r� rn -{ rD c v a v O S Ln 0 3 n- n 0 0 0 cu (D rD o- O O z' -fi (D M ((DD O �D < rn o 00 -0Q w rSD Di < O tnO D 3 3 0 n < O (p OG ID J Y r, O x z y n Y W 0 m S D r D r O Z O O_ C) cn O 7_ cn T7 m m —+ N ll mO m X m cn c-) � 0 S m h � Y `. DISCLOSURE OF CLOSING AND SETTLEMENT RISK WAIVER (Pursuant to Public Act 684) File No. 21-3594B Date: December 8, 2021 Issued By: City Title & Closing LLC, agent for Fidelity National Title Insurance Company To Seller(s): City of Fayetteville Selling Property Identified As: Address: W. Dickson St. Fayetteville, AR 72701 Legal Description: Fayetteville Original, Block 7, Fayetteville, Washington County, AR Pursuant to the requirements of Public Act 684 and Rule 87, notice is hereby given that closing protection letter coverage is available to you for your protection by the Company as part of the above proposed transaction. _ NO CLOSING PROTECTION LETTER IS REQUESTED. The Company is not providing any protection to you for closing or settlement funds received by it, or its policy issuing agency or agent. _ YES, CLOSING PROTECTION LETTER IS REQUESTED. The Company will provide you with protection for closing or settlement funds received by it, or its policy issuing agency or agent at a cost of $25.00 per letter, as set forth by statute, Waiver This is to certify that the foregoing election of a closing protection letter has been offered to me, and that I understand that the title insurer may or may not provide any protection to me for closing and settlement funds received by it, or its policy issuing agency or agent upon the selection made by me. The City of Fayetteville, Arkansas Bv: Lioneld Jordan, Mayor Attest: Kara Paxton, City Clerk -Treasurer Qcirytitllic e 8 c I o s i n g OWNER DISCLOSURE AND AGREEMENT File No.: 21-3594B At the request of the undersigned ("Owner") City Title & Closing LLC ("Closing Agent") has conducted a search of the public records regarding the real property described on Exhibit "A" attached hereto (the ".P�y") and has issued one or more title insurance commitments for a policy or policies of title insurance (the "Title CornmitmenO, a copy of which has been provided to and reviewed by Owner. Despite such search of the public records, Owner acknowledges that neither Closing Agent nor Closing Agent's title insurer can or will insure against actions taken by Owner and/or anything affecting title to, possession of, or encumbrances against the Property known by Owner or a related party that are unknown by Closing Agent and not disclosed to the Closing Agent in writing prior to the closing of the transaction for which the Title Commitment was prepared. Consequently, as a material inducement to and as consideration for Closing Agent closing this transaction and issuing a policy or policies of title insurance in connection therewith, after having reviewed the entirety of this agreement, Owner affirms, agrees, covenants, represents and warrants as follows: 1. Street Address. The street address of the Property is: W. Dickson St., Fayetteville, Arkansas 72701. 2. No Litigation. There is no litigation pending or threatened in any court to which Owner or the Property is a party or otherwise involved that could affect title to the Property except as identified in the Title Commitment. 3. Construction and Improvements. Within the last 120 days, no labor, construction, building or other work has been performed at the Property and no materials of any kind have been delivered to or stored at the Property which would in any way cause a reasonable person to believe construction or work has commenced or is underway at the Property. Regardless of when performed, all fees, invoices, costs and other charges related to any labor, construction, building or other work performed at the Property or materials provided to or used at the Property have been satisfied and paid in full and no outstanding balance is owed to any contractor, laborer or material supplier, whether disputed or undisputed. Additionally, no notice has been received by Owner indicating the intent of any lien to be claimed or filed related to the Property and Owner has no knowledge of any such intent, whether or not a notice has been received. 4. Undisclosed/Unrecorded Contracts and Encumbrances. There are no recorded or unrecorded mortgages, deeds of trust, contracts for sale, contracts for deed, options to purchase, rights of first refusal, liens, leases, easements, rights of way, agreements or other instruments or encumbrance against or affecting the Property, other than those identified in the Title Commitment and being satisfied at closing as reflected on the final settlement statement that could affect title to or use of the Property that have not been disclosed in writing to Closing Agent prior to the closing. 5. Possession of the Pro ert . Owner is the current owner of the Property and Owner's title to the Property has never been disputed. Other than Owner and tenants under leases disclosed to Closing Agent prior to the date hereof, no parties are in possession of the Property or any part thereof, and Owner has no notice of or reason to believe there exists any adverse claim to the Property or that another person or entity may have or claim any interest in or a right to the Property or the use thereof. 6. Judgments and Liens. Other than those identified in the Title Commitment and being satisfied at closing as reflected on the final settlement statement, (i) no judgment which remains unsatisfied has been entered or recorded in any court against Owner or the Property; and (ii) no lien exists against Owner or the Property, including by not limited to any lien related to unpaid taxes of any kind. 7. No Liens on Fixtures. There are no outstanding fixture flings, chattel mortgages, security agreements, financing statements, conditional sale agreements, personal property leasing or UCC filings affecting or encumbering any materials, fixtures, equipment, appliances, furnishings or other personal property located at or installed in/on the Property that are being sold, conveyed and/or pledged as collateral in connection with this transaction, other than those identified in the Title Commitment and being satisfied at closing as reflected on the final settlement statement. 8. Taxes and Assessments. Except as being satisfied at closing and reflected on the final settlement statement, (i) there are no unpaid or delinquent real estate taxes, improvement district assessments, or other public or private benefit assessments against the Property; and (ii) there are no unpaid or delinquent water, sewer or other utility service charges against the Property. Further, Owner has not received notice of and has no actual knowledge of any recent or future planned improvements (including but not limited to, street or alley paving, sidewalks, street lighting, surface drainage, etc.) that will or could result in a special assessment against the Property. 9. Home/Property Owner's Association Dues. Except as being satisfied at closing and reflected on the final settlement statement, all property owner's association and/or condominium dues and assessments have been paid in full and there are no delinquent property owner's association and/or condominium dues or assessments against the Property. 10. Bankruptcy. No proceedings in bankruptcy or receivership have been instituted by or against Owner in any court within the past seven (7) years and Owner has not made an assignment for the benefit of creditors. 11. No Known Violations. Owner has no actual knowledge of and has received no notice of any violations by Owner or any prior owner of the Property of (i) any covenants, conditions or restrictions; (ii) any zoning law or ordinance; or (iii) any State or local subdivision laws or ordinances. 12. Not a Foreign Person. Owner has been issued a United States Taxpayer Identification Number and is not a "foreign person" but rather is a "United States person" as set forth in Section 770l(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"). Owner, if selling the Property, certifies the taxpayer identification number provided to Closing Agent on the substitute 1099s being executed in conjunction with this closing is true and correct. Owner is making the foregoing statements for the purpose of releasing a purchase of the Property and Closing Agent from any withholding obligation or other liability which may otherwise be imposed under Section 1445(a) of the Code. 13. Access. The Property has legal and direct access to and from a public street and such access has never been disputed or limited in any way. 14. No Encroachments• Boundary Line Disputes. To Owner's knowledge and except as may be disclosed on an accurate survey provided to Closing Agent prior to closing, all improvements located on the Property, including without limitation, fences, walls, overhangs, buildings, drives and other structures, are located completely within the boundary of the Property as described in the Title Commitment and do not encroach onto any adjoining properties or into any easement area. Further, Owner has no knowledge of any discrepancies or disputes with respect to the boundary lines of the Property as described in the Title Commitment. 15. Marital Interests. Owner is not aware of any rights to homestead, dower or curtesy in favor of any person that are not being waived or released in connection with this transaction. 16. Indemnification. Owner acknowledges and agrees this Owner Disclosure and Agreement is made to induce Closing Agent and Fidelity National Title Insurance Company to issue an owner's policy and/or loan policy on the Property without exception to any adverse matters that would be'disclosed by this affidavit. Owner further agrees to indemnify, defend and hold Fidelity National Title Insurance Company and Closing Agent harmless from and against any and all claims, loss, costs, damage and expense, including attorneys' fees and court costs, which Fidelity National Title Insurance Company and/or Closing Agent may sustain or become liable for under a policy or policies of title insurance issued or to be issued as a result of the reliance on this Owner Disclosure and Agreement made herein. EXECUTED AND DELIVERED this f ��*da y of 20�� The City 9 rkansas Attest:, IMM74AIW 11 y ,Kars Paxton ,ity Clerk -Treasurer' SUBSCRIBED AND SWORN to before me this day of , 206�— A- - e6 N/�-; gar, My comm' o ref- 1r �.� NOTA I- �Q U 0 AV ,% NO. P File No.: 21-3594B EXHIBIT "A" A part of the Southwest Quarter (SW 1/4) of the Northeast Quarter (NE 1/4) of Section 16, Township 16 North, Range 30 West, in the City of Fayetteville, Washington County, Arkansas, being a part of the tracts of land recorded in the Washington County Recorder's Office in Book CV89 at Page 861 and in Book 1387 at Page 141, more particularly described as follows: Commencing at the Northwest corner of said SW 1/4 of the NE 1/4; thence S87°09'15"E along the North line of said SW 1/4 of the NE 1/4 a distance of 165.65 feet; thence S02°48'48"W a distance of 41.47 feet to the Southeast corner of the intersection of Dickson Street and Burlington Northern Railroad, as they now exist; thence S87005'47"E along the South right-of-way of Dickson Street, a distance of 8.48 feet for a point of beginning; thence continuing S87005'47"E along said South right-of-way line, a distance of 156.02 feet; thence S02054'13"W a distance of 17.72 feet; thence S42°26'34"W a distance of 57.06 feet; thence N87105'47"W a distance of 108.74 feet; thence N21'01'02"W a distance of 29.90 feet; thence N04150'42"E a distance of 34.41 feet to the point of beginning. Containing 0.20 acres, more or less. Said tract being shown as Tract A on a Property Line Adjustment by Olsson, Inc. dated June 22, 2021, and filed of record as Land Document No. 2021-00044210 of the records of Washington County, Arkansas. This instrument was prepared by: Jason N. Bramlett, Esq. FRIDAY, ELDREDGE & CLARK, LLP 3350 S. Pinnacle Hills Pkwy., Suite 301 Rogers, AR 72758 �II'IIIIIIIIIIIIII�IIIII�II��I3230020 Type'. REL Doc ID: 02032 Kind: EASE01iTat 05/2022 1 of 20'S3 PM Recorded. 111 00 Fee Amt. $ 0ountY, AR clerk Kyle y=00000 5$ Kyle Sylvester2 �{ File202 ACCESS, DRAINAGE, AND EASEMENT AGREEMENT THIS ACCESS, DRAINAGE, AND EASEMENT AGREEMENT (this "Agreement") is made this 20t" day of December 2021, by and between FAYETTEVILLE DEPOT, LLC, an Arkansas limited liability company ("FD") and CITY OF FAYETTEVILLE, ARKANSAS (the "City," with FD, the "Parties" or, individually, a "Party"). WHEREAS, FD is the owner of certain land in Washington County, Arkansas, which is more particularly described as set forth on Exhibit A, attached hereto (the "FD Property"); WHEREAS, the City is the owner of certain land in Washington County, Arkansas, which is more particularly described as set forth on and described on Exhibit B attached hereto (the "City Property," with the FD Property, the "Properties"), and which adjoins the FD Property; WHEREAS, the FD Property and the City Property are depicted on the Lot Split and Property Line Adjustment by Olsson, AR LC filed of record November 16, 2021 in the records of Circuit Clerk of Washington County, Arkansas as Instrument Number 21-00044211 annexed hereto as Exhibit C (the "Survey"), which shows on the northern boundary line of the City Property, two approximately 33-34 foot ingress -egress easements, extending from West Avenue to the FD Property (the "Access Easement Area") which is more specifically described on Exhibit D, and which burden the City Property for the benefit of the FD Property; WHEREAS, the Survey shows on the FD Property a drainage easement, which burdens the FD Property (the "Drainage Easement Area") and more specifically described on Exhibit D and which has been requested by the City to accommodate the City's development of a parking deck and commercial building on the City Property; WHEREAS, although the Parties intend to develop, own, operate, and maintain the Properties separately, the Parties agree that it would be for the mutual benefit of all portions of such Properties and for such purposes to create certain rights, privileges, and conditions for the use and enjoyment of the Easements; and WHEREAS, the Parties desire to additionally set forth the terms and conditions related to the maintenance and repair of the Easements. 46518\0001 \8897418.v2 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows: 1. ACCESS EASEMENT. The City hereby grants FD and its successors and assigns a perpetual non- exclusive access easement for access over and across Access Easement Area for the purpose of ingress and egress of motor vehicles, pedestrians, and utility access by FD, its successors and assigns, invitees, tenants, customers, employees, contractors, patrons, and licensees (the "Access Easement"). The City shall pay for the costs of constructing a paved drive on and across the Access Easement and shall be responsible for the maintenance and repair thereof. The Access Easement and Access Easement Area shall not be blocked or obstructed and shall allow for unimpeded access, ingress, and egress to and from the FD Property. 2. DRAINAGE EASEMENT. FD hereby dedicates a perpetual non-exclusive easement over and across the Drainage Easement Area for the purpose of the City installing, maintaining, and repairing an underground and subsurface drainage pipe and related components of a stormwater drainage system hereafter located therein ("Stormwater Drainage System") (the "Drainage Easement" together with the Access Easement, the "Easements"). The Drainage Easement and Drainage Easement Area shall not be used for the purpose of draining or discharging stormwater and surface water from the City Property but shall only drain such water from the FD Property and other property in the general vicinity of the FD Property and which is required to be drained into the Stormwater Drainage System. All costs of installing the Stormwater Drainage System shall be the responsibility of the City. The City shall cause all construction work and any modification of the Stormwater Drainage System to be completed in accordance with the requirements of all appliable governmental authorities. FD or its successors or assigns shall not be prohibited from building on or over (provided any such improvement is not lower than 13.5 feet from the surface of the Drainage Easement Area) or otherwise using and enjoying, the Drainage Easement Area and shall be entitled to tie into or relocate the Stormwater Drainage System for the purpose of draining and discharging stormwater and surface water runoff from the FD Property or any adjoining property owned by FD, its affiliates, or successors or assigns, into the Stormwater Drainage System; provided, however, if any such construction on or over the Drainage Easement Area shall require the relocation of the Stormwater Drainage System, FD, its affiliates, or successors or assigns, as applicable, shall comply with all applicable rules and laws in connection with any relocation of the Stormwater Drainage System (or building over the Stormwater Drainage System at a height lower than 13.5 feet above the Drainage Easement Area) and any such relocation and subsequent maintenance of the Stormwater Drainage System shall be paid for by FD, its affiliates, or successors or assigns, as applicable. 3. CONSTRUCTION AND MAINTENANCE OF DRAINAGE EASEMENT. Except as set forth in paragraph 2, the City shall construct, maintain, and repair the Stormwater Drainage System constructed within the Drainage Easement Area at the City's sole cost and expense. 4. FURTHER ACTION. The Parties shall, with reasonable promptness, undertake such actions in accordance with this Agreement and applicable law as shall be reasonably necessary and appropriate to carry out and put into effect that which is contemplated herein. 5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto. This Agreement shall also be binding on all personal representatives, successors, and assigns of either Party. 6. RIGHTS AND OBLIGATIONS RUN WITH THE LAND. The Easements shall run with the land to any and all assigns and successors in interest to the Properties referenced herein. Each of the duties, obligations, terms, conditions, covenants, and provisions contained in this Agreement shall run with the Properties referenced herein; and such duties, obligations, terms, conditions, covenants and provisions contained in this Agreement 2 46518\0001 \8897418.v2 shall touch, concern, encumber, bind and more to the benefit of every person, now and in the future, holding title to or having a fee simple interest in any portion of either Property. 7. ATTORNEY FEES. In the event either Party, or a successor or assignee thereof, brings or defends an action or proceeding against the other Party, or a successor or assignee thereof, which arises out of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party, in addition to any other relief or award granted, its reasonable attorneys' fees, disbursements and court costs. 8. PARAGRAPH HEADINGS. The heading or title of any paragraph appearing in this Agreement, and the order of its listing, is for convenience of reference only and shall not be used in any way to define, limit, simplify or aid in the interpretation of the terms, conditions, provisions and requirements hereof. 9. GENDER AND NUMBER. Whenever masculine, feminine, neuter, singular, plural, conjunctive or disjunctive terms are used in this Agreement, they shall be construed to read in whatever form is appropriate to make this Agreement applicable to all parties and all circumstances, except where the context of this Agreement clearly dictates otherwise. 10. MATERIALITY. Each and every term, condition, covenant, provision and requirement contained herein is material to this Agreement. 11. SEVERABILITY. In the event any term, condition, provision, section, paragraph, sentence, clause, phrase or word contained in this Agreement, or the application thereof in any circumstances, is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the validity and enforceability of the remainder of this Agreement, and the application of any such any term, condition, provision, section, paragraph, sentence, clause, phrase or word in other circumstances, shall not be affected thereby. 12. WAIVER NOT IMPLIED. The failure or forbearance of either Party to exercise or enforce any right or remedy under this Agreement, or at law or in equity, on any one or more occasion(s) shall not be deemed to imply or constitute a further waiver of the same or any other term, condition, provision, or requirement of this Agreement, such right or remedy or any other term, condition, provision, or requirement of this Agreement shall continue to remain in full force and effect as if no such forbearance or waiver had occurred. 13. ENTIRE AGREEMENT. This Agreement constitutes the sole, entire and only agreement between the Parties, pertaining to the subject matter hereof, and except to the extent specifically provided for herein, this Agreement supersedes and voids all prior agreements and understandings of the Parties in connection therewith. No term, condition, covenant, provision or warranty not expressly incorporated herein shall be effective to interpret, change or restrict this Agreement. 14. AMENDMENT. No amendment, modification, change or alteration of this Agreement shall be effective unless the same shall be in writing, dated subsequent to the date hereof, and executed by the Parties. 15. GOVERNING LAW. This Agreement and the rights and obligations of the parties hereto shall be governed by, construed and enforced in accordance with the laws of the State of Arkansas. 16. COUNTERPARTS. This Agreement may executed in two (2) or more identical counterparts, each of which, when executed, shall constitute an original. [Remainder of Page Intentionally Blank; Signature Pages Follow] 46518\0001 \8 897418. v2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates shown. FD: FAYETTEVILLE DEPOT, LLC, an Arkansas limited liability company By: The House Family LLC, an Arkansas limited liability company, Member By: Gregory T. House Revocable Trust Amended and Restated 7/29/15, Managing Member By: Gregory T. House, Trustee STATE OF ARKANSAS ) ) ss. ACKNOWLEDGMENT COUNTY OF WASHINGTON ) On this 20th day of December, 2021, before me, a Notary Public (or before any officer within this State or without the State now qualified under existing law to take acknowledgments), duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named Gregory T. House, Trustee of the Gregory T. House Revocable Trust Amended and Restated 7/29/15, in its capacity as the Managing Member of The House Family LLC, in its capacity as the Member of FAYETTEVILLE DEPOT, LLC, an Arkansas limited liability company (the "Company"), being the person authorized by the Company to execute such instrument, stating his capacity in that behalf, to me personally well known (or satisfactorily proven to be such person), who stated that he is the Trustee of the Managing Member of the Member of the Company, an Arkansas limited liability company, and was duly authorized in his capacity to execute the foregoing instrument for and in the name and behalf of the Company, and further stated and acknowledged that he had so signed, executed, and delivered said foregoing instrument for the consideration, uses, and purposes therein mentioned and set forth. 2021. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 20" day of December, My Commission Expires: 46518\0001 \8897418. v2 Notary A i 0 OFSEAL KATIE PAPASAN htOTAP.Y PUBLIC . ARKANSAS WASHINGTON COUNTY COiAiiVliSSlOia 1269699 Co�,jmISSION EXP 02/1612026 I THE CITY: CITY OAF" l AYE EV LE, ARKANSAS C Lione Jop n. Mayor ATTEST: °r \1y0, Kara Pa: on, City Cl erk _o �FAYETTEVILLE' STATE OF ARKANSAS GTO cy�a COUNTY OF WASHINGTON ss° ACKNOWLEDGMENT On this . LI day of .r., 202 1, before me, a Notary Public (or before any officer within this State or without the State now qualified under existing law to take acknowledgments), duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named Lioneld Jordon, in his capacity as the Mayor of the CITY OF FAYETTEVILLE, ARKANSAS ("City of Fayetteville") to execute such instrument, stating his capacity in that behalf, to me personally well known (or satisfactorily proven to be such person), who stated that he is the Mayor of the City of Fayetteville, and was duly authorized in his capacity to execute the foregoing instrument for and in the name and behalf of the City of Fayetteville, and further stated and acknowledged that he had so signed, executed, and delivered said foregoing instrument for the consideration, uses, and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 1A/- 2021. �� day of Notary 46518.0001 /88974 l 8.2 5 EXHIBIT A Leal Description A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County, Arkansas, more particularly described as commencing at the North Quarter -Corner (N 1/4) of said Secti said point being a found iron pin; on: Thence S02°4l'59"W. 1322.01 feet to the Southwest corner of said 40-acre tract_ said point being a set cotton spindle; Thence along said 40-line S86059'31 "E. 164.88 feet; Thence N02053'07''E, 13,17 feet to the point of beginning, said point being a chiseled "X" in concrete at the intersection of the North Right-of-Wav of Dickson Street and the Easterly Right -of- Way of a railroad; said railroad Right-of-Wav being a perpendicular distance of?5.00 feet East of the centerline of existing. railroad; Thence along said railroad Right-of-way NO2°53'12"E, 405.78 feet to the PC of a curve to the left having a radius of 1378.75 feet and a delta angle of 12'OTD9", said point being a found iron pin; 25 feet East of said railroad centerline; Thence along said curve an arc distance of 291.97 feet, having a chord bearing and distance of N03018'45"W, 291.42 feet a point, said point being the intersection of the south right -of --way of Lafayette Street and the said easterly railroad right-of-way; Thence along said Lafayette right-of-way N74055'19"E, 52.10 feet to a point, said point being the intersection of said right -of --way of Lafayette Street and the easterly right-of-way of the original railroad; said intersection point being at a radial distance of 50 feet Easterly of the centerline of the original main track; Thence along said right-of-way Southeasterly along a curve to the right an arc distance of 19.62 feet having a chord bearing and distance of S 17°39'45"E, 19.62 feet; Thence leaving said right-of-way S23057'35"E, 26.57 feet to a point on the southerly face of a concrete block wall; Thence S06°44"4"W, 34.77 feet to a point two feet westerly and two feet southerly of the southwest corner of a concrete pad for an electric transformer: Thence S83032'56"E, 2.65 feet; Thence S08°13'57"E, 78.56 feet to a point six feet westerly of the westerly stucco wall of a building; Thence S 1710'42"E, 15.34 feet to a point on the northerly wall of a metal building; Thence along said wall S71 °06'25"W, 5.34 feet; Thence along the westerly side of an elevated, wood, walkway S 1753'09"E, 82.68 feet; Thence along the southerly end of an elevated, metal, buildinv being a radial distance of 50 feet easterly from the centerline of r binal main6tract.41 feet said point Thence S 15°56'50"E, 70.26 feet; Thence S75°54'08"W, 2.23 feet to the corner of a building; Thence S02°14'32"W, 3.20 feet; Thence N87°02'59"W, 57.15 feet; Thence S0205TO1 "W, 214.57 feet; Thence S87°02'59"E, 24.00 feet; Thence S02°57'01 "W, 2.00 feet; Thence S87°02'59"E, 35.83 feet; Thence S02°14'32"W, 98.08 feet; Thence SO' )'I 81.12 feet; Thence N86°58'30"W, 111.75 feet to the point of beginning. Containing 1.2 acres, more or less, city of Fayetteville, Arkansas. 46518.0001 /8897418.2 EXHIBIT B Legal Description Parcel 2 A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N. R-30-W. Washington County. Arkansas. more particularly described as commencing at the North Quarter -Corner (N 1/4) of said Section: said point being a found iron pin. Thence S02°41'59"W, 1322.0] feet to the Southwest corner of said 40-acre tract: said point being a set cotton spindle: Thence along said 40-line S86°59'3l "E. 276.63 feet: Thence NO3°07'38"E, 13.20 feet; Thence NO' )'I 81.12 feet: Thence NO2°14'32"E. 98.08 feet to the point of beginning; Thence NO2° 14'32"E, 219.79 feet: Thence N75°54'08"E, 2.23 feet; Thence N74°43' 16"E, 64.11 feet; Thence NO3 °45' 12"E, 5.60 feet; Thence S88°26'50"E, 21.54 feet to a point on the west right-of-way line of West Avenue; Thence S02°30'15"W along said west right-of-way line, 244.62 feet; Thence N87°02'59"W, 68.99 feet; Thence S02°57'01 "W, 2.00 feet; Thence N87°02'59"W, 14.84 feet to the point of beginming. Containing 0.5 acres more or less. Parcel 3 A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County, Arkansas, more particularly described as commencing at the North Quarter -Corner (N 1/4) of said Section; said point being a found iron pin; Thence S02°41'59"W, U22.01 feet to the Southwest corner of said 40-acre tract; said point being.a set cotton spindle; Thence along said 40-line S86°59'31 "E, 276.63 feet; Thence N0'MT38"E, U.20 feet; Thence NO3 )'I 81.12 feet; Thence NO2°14'32"E, 98.08 feet to the point of beginning; Thence N87°02'59"W, 35.83 feet; Thence NO2°5TO1"E, 2.00 feet; Thence N87°02'59"W. 24.00 feet; Thence NO2°5TO1 "E, 214.57 feet: Thence S87°02'59"E, 57.15 feet; Thence S02°14'32"W, 216.59 feet to the point of beginning; Containing 0.3 acres more or less. 7 46518.0001 /8897418.2 EXHIBIT C Survey (attached hereto) 46518.0001 /8897418.2 WER::lotuusan d Mill ��6�^�8 E hill6?i fL&� ���^N�S59 N: �Ks,-^in<7d g;am�l YYf. $£cd y'�'x,' P� 0 i3�a^�!°Kc u2 �`rf 33 88Sg t36wa�t 'i�R d { ��a�$ E � R �£ 1" r� a •�'^� � %C �: aae�a 2 x.xaq% gs y i g G y nl off; S 9M(11.� 9 aI i.yb q�y Hillif 1, e �3tiao�g'�, �3u '3a��$ ��o��b�_a��� s .•rim... F.6 "�p �o s.- $." ?• S="_'fji %ftRYQ'� q�'#£a£85•ss5%" v c d1n a e i� R656 S g5- ~ �z `� I� 'sy d3 VVVdddi 3 3. ��n+Jj e 2 is � x 4 Y C _ s n d to a�Y c p {33#rlm E �m 3,!1 ova s¢ 0 io F s j s 1s 2 R pp yyyy a is o. a a D �T7 O "r z0 Z � m —• r 0mD Z O TD Z V � N �0 zm W� DZ =rn zy 1 0 0 c— zC O C Z z z D I R'' _ Hj' CITY OF FAYETTEVIILE, ARKANSAS asv. i I �. _arc nsys,ons oc-.c4ana„ n N:s�Se® -7g® m 1 LOT SPLIT AND PROPERTY LINE ADJUSTMENT o,;s ® � • I PART NWt/4, NE114, SECTION 16, T16N, R30W --------------- _________ }_- ' o- -- a= WASHINGTON COUNTY .""pe r '-. a :� .M.br,�o.anm-.cya�o,o S. Main Sl FAYETTEVILLE, ARKANSAS 2021 REVISIONS _.__ 1V JOP6n, d10 G/8U1 TEL <n.�ei.uwa w,.w.nia ' DECK 271, d -9 uS4R: 'r—,— 's iR I a H t2 -a q iSi IL a a tr a zl 3 a r 2? lC :> ic 2. a oz as gj' Uw 5� z 0 c/) Z m m > Z 0 z 0) 0 z M z M z > 0 z C) C/) 0 c: z > z z cl) Cn CITY OF FAYETTEVILLE, ARKANSAS LOT SPLIT AND PROPERTY LINE ADJUSTMENT m k ILA oisst%n 0— s", PART NW114, NEIM, SECTION 16. T116N, R30W WASHINGTON COUNTY '.,An. mo e4coi TEL417,761.0543 FAYETTEVILLE, ARKANSAS REVISIONS FL T-OWOM.4., USER. LfvrU—, 275 I\ \1 4 mo A 9 � if r"Npc, o I I o x .Fi 1 i i A I f m y C , e `fit �p L B A N N - — I m j ai I I i N i b noo W Watsor Street 3 I �3 ; J f � i c,a-nq , pp ti s 9 I m- 0 n o... V I „ •°may„ P, „W °zs�,•, o u a ;Aat v Q 4 0 G o,� O (V g r 1 .. ,o c)y , a I wn I I JI-:sP SCo"453,'E ,I,.)yy41 _-'- -' —'�-- �jc'. SVoei I m10 .� zi m "os.n I N w 4z _ c7 0 I 1 D X I O Zr O Z -� r mD Ot Z O� Z zm W� D z _=m ^^ZD VJ Oc- n C O� Z Z F U I --I Z D co CITY OF FAYETTEVILLE, ARKANSAS r ' m 4r I LOT SPLIT AND PROPERTY LINE ADJUSTMENT PART NW1/4, NE1/4, SECTION Isson I 16, Ti6N, R30VJ WASHINGTON COUNTY — —` o.;o.,. s„w ��rX1Jc FAYETTEVILLE, ARKANSAS—" 2021 itrz s. Mao strum .I°In, nw seeol TEL 417.781.0843 n �' ww.aisbon.�m REVISIONS [� ' � / � ' | | | | . � . / . � , ' . . / . | . / . � ' . / --- --- ---' ---- --� @ . / . ' , � . , � / . _ -_----__--- | F-- --1 / ' / / m m� ~==� r"5.0 _| °«W SW Dickson Street '0 LOT SPLIT AND PROPERTY LINE ADJUSTMENT Im WASHINGTON COUNTY .� ' ^~ / / ' � / CITY OF FAYETTEVILLE, ARKANSAS BOUNDARY SURVEY WASHINGTON COUNTY olsson i ' � , ' EXHIBIT D Access Easement Area ACCESS EASEMENT 41 A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-3O-W. Washington County Arkansas more Particularly described as commencing at the North Quarter -Corner (N 1/4) of said Section: said point being a found iron pin: Thence S02°41'59"W. 1322.01 feet to the Southwest colder of said 40-acre tract: said point bein(Y a set cotton spindle: Thence along said 40-line S86°59'31 "E. 276.63 feet; Thence NOPOT38"E. 13.20 feet: Thence NO' )'I 81.12 feet: Thence NO2°14'32"E. 276.67 feet to the point of beginning: Thence NO2°14'32"E, 34.00 feet: Thence S87°02'59"E. 84.82 feet to a point on the west right-of-way line of West Avenue: Thence S02°30'15"W along said west right-of-way line, 34.00 feet; Thence N87°02'59"W, 84.66 feet to the point of beginning Containing 2882 square feet more or less. ACCESS EASEMENT #2 A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County Arkansas more particularly described as commencing at the North Quarter -Corner (N 1/4) of said Section; said point being a found iron pin; Thence S02°4l'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract; said point being a set cotton spindle; Thence along said 40-line S86°59'31 "E, 276.63 feet: Thence NO' )'OT38"E, 13.20 feet; Thence NO3 ° I TOVE, 81.12 feet; Thence NO2°14'32"E, 276.76 feet to the point of beginning; Thence N87°02'59"W, 57.62 feet; Thence NO2°57'01 "E, 38.00 feet. Thence S87°02'59"E, 47.00 feet: Thence S02°5TO1 "W, 4.00 feet: Thence S87°02'59"E, 10.20 feet; Thence S02°14'32"W, 34.00 feet; Containing 2140 square feet more or less. Drainage Easement Area A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County Arkansas more particularly described as commencing at the North Quarter -Corner (N 1/4) of said Section; said point being a found iron pin; Thence S02°41'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract; said point being a set cotton spindle; Thence along said 40-line S86°59'31 "E, 276.63 feet; Thence NO' °07'38"E, 13.20 feet; Thence NO3 ° 12'06"E, 81.12 feet; Thence NO2°14'32"E, 98.08 feet; Thence N87°02'59"W, 35.83 feet; 46518.0001 /8897418.2 9 Thence NO2'57'01 "E.. 2.00 feet; Thence N87°02'59"W. 21.00 feet; Thence NO2'57'01"E. 177.59 feet to the point of beginning: Thence N87°02'59"W. 27.67 feet: Thence NO2°57'01 "E, 48.00 feet; Thence S87°02'59"E, 83.10 feet; Thence S 15°56'50"E, 11.78 feet; Thence S75°54'08"W. 2.23 feet: Thence S02°14'32"W'. 3.20 feet: Thence N87°02'59"W. 57.15 feet: Thence SO?°57'01 "W, 33.00 feet to the point of beginning Containing 2227 square feet more or less. 10 46518.0001 /8897418.2 EXHIBIT C Survey (attached hereto) 46518.0001 /8813370.2 PARCEL DESCRIPTIONS Parcel 1 A part of the NW 1/4 of the NE 114 of Section 16, T-16-N, R-30-W, Washington Corner (N 114) of said Section - County, Arkansas, more particularly described as commencing at the North Quarter - Thence S02°41'S9"W 1322.0said point being a found iron pin; 1 feet to the Southwest corner of said 40-acre tract; said point being a set cotton spindle; Thence along said 40-line S86059'31 "E, 276.63 feet; Thence N03007'38"E, 13.20 feet to the north right-of-way line of Dickson Street to the point of beginning; Thence N03012'06"E, 81.12 feet; Thence N02014'32"E, 98.08 feet; Thence S87002'59"E, 14.84 feet; Thence N02057'01 T, 2.00 feet Thence S87002'59"E, 68.99 feet to a point on the west right-of-way line of West Avenue, - Thence S02030'15"W along said west right-of-way, 181.25 feet to the north right-of-wa line of Dickson Street; y Thence N87000'30"W along said north right-of-way line, 84.39 feet to the point of beginning. Containing 0.3 acres more or less. Parcel 2 A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County, Arkansas, more particularly described as commencing at the North Quarter -Corner (N 114) of said Section; said point being a found iron pin; Thence S02041'59"W, 1322,01 feet to the Southwest corner of said 40-acre tract, said point being a set cotton spindle; Thence along said 40-line S86059'31 T, 276.63 feet; Thence N03007'38"E, 13.20 feet; Thence N03012'06"E, 81.12 feet; Thence N02014'32"E, 98.08 feet to the point of beginning; Thence N02014'32"E, 219.79 feet; Thence N75054'08"E, 2.23 feet; Thence N74043'16"E, 64.11 feet, Thence N03045'12"E, 5.60 feet; Thence S88026'50"E, 21.54 feet to a point on the west right-of-way line of West Avenue, - Thence S02030'15"W along said west right-of-way line, 244.62 feet; Thence N87002'59"W, 68.99 feet; Thence S02057'01"W, 2.00 feet; Thence N87002'59"W, 14.84 feet to the point of beginning. Containing 0.5 acres more or less. Parcel 3 A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County, Arkansas, more particularly described as commencing at the North Quarter -Corner (N 1/4) of said Section; said point being a found iron pin; Thence S02041'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract, said point being a set cotton spindle; Thence along said 40-line S86°59'31 "E, 276.63 feet; Thence N03007'38"E, 13.20 feet; Thence N03012'06"E, 81.12 feet; Thence NO2°14'32"E, 98.08 feet to the point of beginning; Thence N87°02'59"W, 35.83 feet; Thence NO2°57'01 "E, 2.00 feet; Thence N87°02'59"W, 24.00 feet; Thence NO2°57'01 "E, 214.57 feet; Thence S87°02'59"E, 57.15 feet; Thence S02°14'32"W, 216.59 feet to the point of beginning, - Containing 0.3 acres more or less. Parcel 4 A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County, Arkansas, more particularly described as commencing at the North Quarter -Corner (N 114) of said Section; said point being a found iron pin; Thence S02041'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract; said point being a set cotton spindle; Thence along said 40-line S86059'31 "E, 164.88 feet; Thence N02053'07"E, 13.17 feet to the point of beginning, said point being a chiseled "X" in concrete at the intersection of the North Right -of -Way of Dickson Street and the Easterly Right -of -Way of a railroad; said railroad Right -of -Way being a perpendicular distance of 25.00 feet East of the centerline of existing railroad; Thence along said railroad Right-of-way N02053'12"E, 405.78 feet to the PC of a curve to the left having a radius of 1378.75 feet and a delta angle of 12007'59", said point being a found iron pin; 25 feet East of said railroad centerline; Thence along said curve an arc distance of 291.97 feet, having a chord bearing and distance of N03018'45"W, 291.42 feet a point, said point being the intersection of the south right-of-way of Lafayette Street and the said easterly railroad right-of-way; Thence along said Lafayette right-of-way N74°55'19"E, 52.10 feet to a point, said point being the intersection of said right-of-way of Lafayette Street and the easterly right-of-way of the original railroad, said intersection point being at a radial distance of 50 feet Easterly of the centerline of the original main track; Thence along said right-of-way Southeasterly along a curve to the right an arc distance of 19.62 feet having a chord bearing and distance of S17039'45"E, 19.62 feet; Thence leaving said right-of-way S23057'35"E, 26.57 feet to a point on the southerly face of a concrete block wall; Thence S06044'34"W, 34.77 feet to a point two feet westerly and two feet southerly of the southwest corner of a concrete pad for an electric transformer; Thence S83°32'56"E, 2.65 feet; Thence S08013'57"E, 78.56 feet to a point six feet westerly of the westerly stucco wall of a building; Thence S17°10'42"E, 15.34 feet to a point on the northerly wall of a metal building; Thence along said wall S71 °06'25"W, 5.34 feet; Thence along the westerly side of an elevated, wood, walkway S17°53'09"E, 82.68 feet; Thence along the southerly end of an elevated, metal, building N74°00'30"E, 6.41 feet said point being a radial distance of 50 feet easterly from the centerline of original main tract; Thence S15056'50"E, 70.26 feet; Thence S75'54'08"W, 2.23 feet to the corner of a building; Thence S02°14'32"W, 3.20 feet; Thence N87°02'59"W, 57.15 feet; Thence S02°57'01"W, 214.57 feet, Thence S87°02'59"E, 24.00 feet, Thence S02°57'01 "W, 2.00 feet; Thence S87°02'59"E, 35.83 feet, Thence S02014'32"W, 98.08 feet. Thence S03012'06"W, 81.12 feet' Thence N86°58'30"W, 111.75 feet to the point of beginning. Containing 1.2 acres, more or less, city of Fayetteville, Arkansas. EASEMENT DESCRIPTIONS ACCESS EASEMENT #1 A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County Arkansas more particularly described as commencing at the North Quarter -Corner (N 114) of said Section; said point being a found iron pin; Thence S02041'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract; said point being a set cotton spindle; Thence along said 40-line S86°59'31 "E, 276.63 feet; Thence NO3°07'38"E, 13.20 feet; Thence NO3°12'06"E, 81.12 feet; Thence N02014'32"E, 276.67 feet to the point of beginning, Thence NO2°14'32"E, 34.00 feet; Thence S87°02'59"E, 84.82 feet to a point on the west right-of-way line of West Avenue; Thence S02°30'15"W along said west right-of-way line, 34.00 feet; Thence N87°02'59"W, 84.66 feet to the point of beginning Containing 2882 square feet more or less. ACCESS EASEMENT #2 A part of the NW 114 of the NE 114 of Section 16, T-16-N, R-30-W, Washington County Arkansas more particularly described as commencing at the North Quarter -Corner (N 114) of said Section; said point being a found iron pin; Thence S02041'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract, said point being a set cotton spindle; Thence along said 40-line S86°59'31 "E, 276.63 feet; Thence NO3°07'38"E, 13.20 feet; Thence N03012'06"E, 81.12 feet; Thence N02014'32"E, 276.76 feet to the point of beginning; Thence N87002'59"W, 57.62 feet; Thence NO2°57'01 "E, 38.00 feet; Thence S87°02'59"E, 47.00 feet; Thence S02°57'01 "W, 4.00 feet; Thence S87°02'59"E, 10.20 feet; Thence S02014'32"W, 34.00 feet; Containing 2140 square feet more or less. Drainage Easement A part of the NW 114 of the NE 114 of Section 16, T-16-N, R-30-W, Washington County Arkansas more particularly described as commencing at the North Quarter -Corner (N 114) of said Section; said point being a found iron pin; Thence S02041'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract; said point being a set cotton spindle,- Thence along said 40-line S86°59'31 "E, 276.63 feet, - Thence NO3°07'38"E, 13.20 feet; Thence NO3°12'06"E, 81.12 feet; Thence N02014'32"E, 98.08 feet; Thence N87°02'59"W, 35.83 feet; Thence NO2°57'01 "E, 2.00 feet; Thence N87002'59"W, 21.00 feet; Thence NO2°57'01 "E, 177.59 feet to the point of beginning; Thence N87°02'59"W, 27.67 feet, Thence N0205TO E, 48.00 feet; Thence S87002'59"E, 83.10 feet; Thence S15°56'50"E, 11.78 feet; Thence S75054'08"W, 2.23 feet; Thence S02014'32"W, 3.20 feet; Thence N87°02'59"W, 57.15 feet; Thence S02°57'01"W, 33.00 feet to the point of beginning Containing 2227 square feet more or less. IIIIIIIIIIIIIIII�IIIIIII�IIIIIIIII�II�IIIIII��I��II Doc: ID,': ; 020323190030 TIiIII�IIIII�I�IIIIII�IIII�III' Kind: EASEMENT yP REL Recorded: 01/OS/2022 at 02:21:55 PM Fee Amt: $60.00 Pape 1 of 10 Washington County, AR Kyle Sylvester Circuit Clerk File2022,_00000454 Prepared by: Jason N. Bramlett Friday, Eldredge & Clark, LLP 3350 S. Pinnacle Hills Parkway, Suite 301 Rogers, Arkansas 72758 GRANT OF CONSERVATION EASEMENT AND DECLARATION OF COVENANTS THIS CONSERVATION EASEMENT AND DECLARATION OF COVENANTS ("Easement") dated this 201h day of December 2021 (the "Easement Date") by and between FAYETTEVILLE DEPOT, LLC, an Arkansas limited liability company (the "Owner"), which shall include any successor in interest to the Owner executing this Easement, and the THE CITY OF FAYETTEVILLE, ARKANSAS ("Holder"), for the purpose of forever conserving the Property (hereinafter defined). ARTICLE I BACKGROUND 1.01 Protected Property. Owner owns in fee simple certain real property, more particularly described in Exhibit A attached hereto (the "Property"), on which is located a historic building (the "Building"). The Building is Registered and is located within the Registered Area. Owner and Holder recognize that the Building provides historical, cultural, and aesthetic value and significance to the Registered Area. Owner and Holder desire to preserve and maintain the Building's architectural, historical, and cultural features through the grant of this Easement. More particularly, the Owner and Holder desire to protect (1) the Building's fa9ade, including the exterior walls, elevations, roof lines, building materials, fenestration, windows, entryways, doors, porch and roof (the "Facade"), and (2) the air and development rights related to and with the Building (the "Air Rights"). 1.02 Easement. By this Easement, Owner grants and conveys to Holder an unconditional and perpetual easement upon the Fagade and Air Rights for the purpose of advancing the Conservation Purposes described below (the "Conservation Easement"). The Conservation Easement empowers Holder to prevent and terminate activities, uses, and Improvements inconsistent with the Conservation Purposes. It is the purpose of the Owner and Holder to avail themselves of the provisions of the Arkansas Conservation Easement Act without 8923888.v l intending that the existence of this Conservation Easement be dependent on the continuing existence of that law. 1.03 Conservation Purposes. The area -specific purposes of the Conservation Easement (collectively, the "Conservation Purposes") is to preserve the Fagade of the Registered Building, which is located in the Registered Area, and provides historical, architectural, and cultural value to the Property and surrounding area. 1.04 Federal Tax Items. The provisions of this section supplement and, to the extent of any inconsistency, supersede provisions set forth elsewhere in this Easement. (a) Qualified Conservation Contribution. The Conservation Easement has been donated in whole or in part by Owner. The donation of the Conservation Easement by this Easement is intended to qualify as a charitable donation of a partial interest in real estate (as defined under § 170(f)(3)(B)(iii) of the Code) to a Qualified Organization. (b) Public Benefit. Owner has granted the Conservation Easement to provide a significant public benefit (as defined in §1. 170A- 14(d)(4) of the Regulations) by preserving a Registered historic structure that exists in the Registered Area, for enjoyment of the public. (c) Extinguishment. Owner and Holder hereby recognize that an unexpected change in the conditions surrounding the Property may make impossible the continued ownership or use of the Property for preservation purposes and necessitate extinguishment of the Easement. Such a change in conditions includes, but is not limited to, partial or total destruction of the Building or the Fagade resulting from a casualty of such magnitude that Holder approves demolition or condemnation or loss of title of all or a portion of the Property, Building, Fagade, or Air Rights. Such an extinguishment must comply with the requirements of §1.170A-14(g)(6) of the Regulations, including extinguishment by judicial proceedings and use of any proceeds in a manner consistent with the Conservation Purposes of this Easement. (d) Acknowledgment of Donation. Holder acknowledges that no goods or services were delivered to Owner in consideration of this Easement; provided, however, the Easement is granted by Owner pursuant to and as described in the Real Estate Purchase Contract dated March 17, 2021 between Owner, Holder, and Dickson & West Investments, LLC. 1.05 Superior to all Liens. Owner- warrants to Holder that the Property is, as of the Easement Date, free and clear of Liens and mortgages or, if it is not, that Owner has obtained and recorded in the Public Records the legally binding subordination of the Liens affecting the Property as of the Easement Date. ARTICLE II TRANSFER 2.01 Assignment and Transfer. Owner or Holder may assign or otherwise transfer any of their respective rights or duties under this Conservation Easement voluntarily or 2 8923888.v 1 involuntarily, subject to Section 2.02. Any transferee shall be bound to the terms and obligations of this Easement. 2.02 Transfer to Qualified Organization. Holder may, at its discretion, convey, assign, or transfer this Easement to a Qualified Organization whose purposes, inter alia, are to promote preservation or conservation of historical, cultural, or architectural resources; provided, however, that any such conveyance, assignment, or transfer requires the preservation purposes for which the Easement was granted will continue to be carried out; provided, further, that any monetary consideration received by Holder for such conveyance, assignment, or transfer must be disbursed according to subsection 4.01(b). ARTICLE III OWNER'S COVENANTS 3.01 Owner's Covenants. In furtherance of the Easement herein granted: (a) Owner shall not demolish, remove, or raze the Facades without the prior express written permission of Holder. (b) Owner shall not make any material changes in the Facade inconsistent with the architectural and historical character of the Building, including alteration, partial removal, construction, remodeling, or other physical or structural change with respect to the appearance or construction of the Facade without the prior express written permission of Holder, with the exception of the ordinary maintenance. Owner shall maintain the Facade, Building, and Property in accordance with all applicable building codes and regulations (c) Owner shall not encroach on the Air Rights, including by increasing the Height of the portion of the Building subject to Easement or otherwise adding new Improvements. (d) Owner shall not engage in any activity regarding the Facade, Building, or Property that is inconsistent with the Conservation Purpose in any material respect. ARTICLE IV RIGHTS AND DUTIES OF HOLDER 4.01 Holder Covenants. In support of the Conservation Purposes, Holder declares the following covenants binding upon its easement interest in the Facade and Air Rights. (a) Exercise of Powers. Holder must exercise the powers granted to it by this Easement to prevent and terminate activities, uses, and Improvements of the Facade and Air Rights inconsistent with the Conservation Purpose, provided however, that Owner is responsible for any costs or expenses incurred by Holder that are incurred in preventing or terminating activities, uses, and Improvements of the Facade and Air Rights that are inconsistent with the Conservation Purpose in any material respect. (b) Proceeds Used for Conservation Purposes. Holder must use any funds 8923888.v 1 received on account of the release, termination or extinguishment of the Conservation Easement in whole or in part in furtherance of the Conservation Purposes. (c) Qualified Conservation Contribution. Holder shall refrain from taking any action that would result in this Easement being disqualified from or otherwise violating the requirement of § 170(h) of the Code. (d) Protect in Perpetuity. Holder shall protect the Conservation Purposes of the Facade and Air Rights in perpetuity; 4.03 Amendments. This Easement may be amended to take into account unforeseen or changed future circumstances; provided, that no amendment shall (i) adversely affect the perpetual duration of this Easement or the perpetual protection of its Conservation Purpose; and (ii) adversely affect the qualification of this Easement under § 170(h) of the Code. 4.04 Discretionary Acts. Owner may request, and Holder may in its sole discretion grant, permission for any activity, structure or use not prohibited by this Easement, so long as such activity will not violate the Conservation Purposes, § 170(h) of the Code, or the terms of this Easement. Owner shall not engage in the proposed activity or use unless and until Owner receive Holder's approval in writing. 4.04 Approval. The following provisions are incorporated into any provision of this Easement that is subject to Holder's approval: (a) Notice. At least forty-five (45) days before Owner intends to begin or allow an Improvement, activity, or use that is subject to Review, Owner must notify Holder of the proposed change including with the notice such information as is reasonably sufficient to describe the proposal. Within ten (10) days after receipt of Owner's notice, Holder must notify Owner of Holder's determination to accept or reject the proposed Improvement, activity, or use. (b) Failure to Notify. If Holder fails to notify Owner as required in the preceding subsection, the proposal set forth in Owner's notice is deemed disapproved. ARTICLE V. VIOLATION; REMEDIES 5.01 Violation. If Holder determines that the material terms of this Easement are being or have beenviolated, then Holder must notify Owner of the violation or such threatened or imminent violation. Holder's notice may include its recommendation of measures Owner must take to cure the violation and restore features of the Facade damaged or altered as a result of the violation. Owner's cure period expires one hundred twenty (120) days after the date of Holder's notice to Owner, but it nay 1 be extended for the time reasonably necessary to cure. 5.02 Remedies. Upon expiration of the cure period (if any) described in the preceding section, Holder may seek injunctive relief to enforce this Easement and/or bring a private right of action pursuant to the Arkansas Conservation Easement Act, including all remedies available pursuant to 4 8923888.v1 that law. Holder shall be entitled to recover its reasonable attorney's fees and costs, including expert fees, incurred in enforcing this Conservation Easement. ARTICLE VI MISCELLANEOUS 6.01 Notices. Each Person giving any notice pursuant to this Conservation Easement (each a "Notice") must give the Notice in writing and must use one of the following methods of delivery: (i) personal delivery; (ii) certified mail, return receipt requested and postageprepaid; or (iii) nationally recognized overnight courier, with all fees prepaid. Each time the term "Notify" is used herein, it shall be deemed to refer to sending a Notice in accordance with this article. (a) Address for Notices. Each Person giving a Notice must address the Notice to the appropriate Person at the receiving party at the address. listed below or to another address designated by that Person by Notice to the other Person: If to Owner: Fayetteville Depot, LLC Attn: Greg House 19 East Mountain St. Fayetteville, AR 72701 With a copy to: Friday, Eldredge, & Clark, LLC 3350 S. Pinnacle Hills Pkwy., Suite 301 Rogers, AR 72759 Attn: Jason Bramlett jbramlett@fridayfirm.com If to Holder: The City of Fayetteville Attn: Mayor's Office 113 W. Mountain Street Fayetteville, AR 72701 Mayor@fayetteville-ar.gov With a copy to: Vicki Bronson Conner & Winters LLP 4375 N. Vantage Dr., Suite 405 Fayetteville, AR 72703 vbronson@cwlaw.com (b) Duty to update. Owners and Holder shall provide Notice to the other within thirty (30) days of a change in Address specifying a new address for Notices. 6.02 Governing Law. The laws of the State of Arkansas govern this Easement. 6.03 Burdens; Benefits. This Easement binds and benefits Owner and Holder and their 5 8923888.v 1 respective personal representatives, successors, and assigns. This Easement vests a servitude running with the land binding upon Owner and, upon recordation in the Public Records, all subsequent Owners of the Property or any portion of the Property are bound by its terms whether or not Owners had actual notice of this Easement and whether or not the deed of transfer specifically referred to the transfer being under and subject to this Easement. Only Holder has the right to enforce the terms of this Easement and exercise other rights of Holder. 6.04 Severability. If any provision of this Conservation Easement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Conservation Easement remain valid, binding and enforceable. To the extent permitted by Applicable Law, the parties waive any provision of Applicable Law that renders any provision of this Conservation Easement invalid, illegal or unenforceable in any respect. 6.05 Counterparts. This Conservation Easement may be signed in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one document. 6.06 Guides to Interpretation. This Conservation Easement is intended to be interpreted so as to (i) convey to Holder all of the rights and privileges of a Holder of a conservation easement under the Arkansas Conservation Easements Act, and any amendments, replacements, or successors to that law, and (ii) qualify as a Qualified Conservation Contribution under Code § 170(h) and Regulations. 6.07 Entire Agreement. This is the entire agreement of Owner and Holder pertaining to this Conservation Easement. The terms of this Conservation Easement supersede in full all negotiations, agreements, statements and writings between Owner and Holder to this transaction. 6.08 Incorporation by Reference. Each exhibit attached to this Conservation Easement is incorporated into this Conservation Easement by this reference. 6.09 Jurisdiction; Venue. Holder and Owner submit to the exclusive jurisdiction of the courts of the State of Arkansas located in Washington County and agree that any legal action or proceeding relating to this Easement or the Conservation Easement may be brought only in the courts located in such county. ARTICLE VII. GLOSSARY As used herein, the following terms will have the meanings set out in this article. 7.01 Applicable Law. Any federal, state or local laws, statutes, codes, ordinances, standards and regulations applicable to the Property, the Conservation Easement or this Easement as amended through the applicable date of reference, and expressly including applicable provisions of the Code and Regulations relating to Qualified Conservation Contributions. 6 8923888.v1 7.02 Code. The Internal Revenue Code of 1986, as amended through the applicable date of reference. 7.03 Conservation Easement Act. The Arkansas Conservation Easements Act (Ark. Code Ann. § 15-20-401 et seq.) as amended through the applicable date of reference. 7.04 Height. The vertical elevation of the portion of the Building subject to the Easement measure from the average exterior ground elevation to a point midway between the highest and lowest points of the roof excluding chimneys, cupolas, ventilation shafts, weathervanes and similar protrusions. 7.05 Improvements. All material modifications to the Fagade, including expansions of the portion of the Building subject to the Easement, whether temporary or permanent. 7.06 Lien. Any mortgage, lien or other encumbrance securing the payment of money. 7.07 Owner. Owner and all Persons after them who hold an interest in the Property. 7.08 Person. An individual, organization, trust, government or other entity. 7.09 Public Records. The public records of the office for the recording of deeds in and for the county in which the Property is located. 7.10 Qualified Organization. Has the meaning assigned to it in § I70(h)(3) of the Code. 7.11 Registered. If a building or area is registered, it is registered on the National Register of Historical Places. 7.12 Registered Area. The West Dickson Street Commercial Historic District as registered with the National Register of Historic Places. 7.13 Regulations. The provisions of C.F.R. §1 .170A-14, and any other regulations promulgated under the Code that pertain to qualified conservation contributions, as amended through the applicable date of reference. 7 8923888.v 1 INTENDING TO BE LEGALLY BOUND, each of Owner and Holder, by its duly authorized representative, have signed and delivered this Conservation Easement as of the Easement Date. This Easement may be executed in multiple counterparts, which, when taken together, shall constitute a single instrument. HOLDER: THE CITY OF F ARKAN, AS I ,q Bv•� Title: Date: ATTEST: .l *j_Kara P on, City Clerk ACKNOWL STATE OF ARKANSAS ss COUNTY OF WASHINGTON TTEVILLE, M'�r��� On this day before me, the undersigned Notary Public within and for the County and State aforesaid, duly commissioned, qualified and acting, appeared the within named Lioneld Jordon to me well known, who acknowledged that he is the Mayor of the THE CITY OF FAYETTEVILLE, ARKANSAS, who executed the foregoing as Holder hereunder, and stated and acknowledged to me that he had executed the foregoing and that the foregoing instrument was executed for the considerations and purposes therein mentioned and contained, and I hereby so certify. TNT Zx/TTXTL C C 11 7i Trr1 r�r r I I.unto set my hand and seal, this the D4/! day of My Commission 8878578.1 OWNER: FAYETTEVILLE DEPOT, LLC, an Arkansas limited liability company By: The House Family LLC, an Arkansas limited liability company, Member By: Gregory T. House Revocable Trust Amended and Restated 7/29/1 Managing Member By: Gregory T. House, Trustee ACKNOWLEDGEMENT STATE OF ARKANSAS ) ) ss COUNTY OF WASHINGTON ) On this day before me, the undersigned Notary Public within and for the County and State aforesaid, duly commissioned, qualified and acting, appeared the within named Gregory T. House, to me well known, who acknowledged that he is the Trustee of the Gregory T. House Revocable Trust Amended and Restated 7/29/15, the Trust being the Managing Member of The House Family, LLC which is the Member of Fayetteville Depot, LLC, who executed the foregoing as Owner hereunder, and stated and acknowledged to me that he had executed the foregoing and that the foregoing• instrument was executed for the considerations and purposes therein mentioned and contained, and I hereby so certify. IN WITNESS WHEREOF I have hereunto set my hand and seal, this the %t° day of 2021. _ OFFICIAL SEAT_ x FCATIE PAPASAN Notary P blic L f lOTARY PUBLIC . ARKANSAS � VVASHINGTON COUNTY COPAMISSIOi4 12696949 My Co ssion Expires: CoMfv]ISSION EXP 02/15/2026 8923888.v1 EXHIBIT A Legal Description A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County, Arkansas, more particularly described as commencing at the North Quarter - Corner (N 1/4) of said Section; said point being a found iron pin; Thence S02°41'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract; said point being a set cotton spindle; Thence along said 40-line S86°59'31"E, 164.88 feet; Thence NO2°53'07"E, 13.17 feet; Thence NO2°53' 12"E, 23.48 feet to the point of beginning; Thence continuing NO2°53' 12"E, 84.58 feet Thence S86°47' 16"E, 42.78 feet; Thence S02°43'25"W, 84.33 feet; Thence N87°06'48"W, 43.02 feet to the point of beginning. Containing 3623 Square feet more or less. 10 8923888.v1 After recording return to: Jason N. Bramlett Friday, Eldredge & Clark, LLP 3350 S. Pinnacle Hills Parkway, Suite 301 Rogers, Arkansas 72758 Doc ID,: 020323180067 T I�I Kind: AGREEMENTS Type: RED Recorded: 01/05/2022 at 02:20,00 PM Fee Amt: $345.00 Page 1 of 67 Washington County, AR Kyle Sylvester Circuit Clerk File2022-00000453 JOINT DEVELOPMENT AGREEMENT This JOINT DEVELOPMENT AGREEMENT (this "Agreement") dated as of this 20ti' day of December, 2021 (the "Effective Date") is made and entered into between DICKSON & WEST INVESTMENTS LLC, an Arkansas limited liability company ("Dickson"), FAYETTEVILLE DEPOT, LLC, an Arkansas limited liability company ("Depot"), and CITY OF FAYETTEVILLE, ARKANSAS, a municipality in the State of Arkansas (the "City," together with Dickson, the "Parties"). RECITALS: WHEREAS, the City is the owner of certain real property in the City of Fayetteville, Washington County, State of Arkansas, as more completely described in Exhibit A-1 attached hereto and made a part hereof (the "City Tract"); and WHEREAS, Depot is the owner of certain real property in the City of Fayetteville, Washington County, State of Arkansas, as more completely described in Exhibit A-2 attached hereto and made a part hereof (the "Depot Tract") WHEREAS, in furtherance of the Real Estate Purchase Contract between the Parties, dated March 17, 2021 (the "Contract"), the City and Dickson are desirous of developing the City Tract so as to develop a parking structure that is inclusive of certain other retail and commercial space and capable of expansion as set forth herein ("Parking Deck"); and WHEREAS, the Parties are desirous of entering into an agreement to bind the Parties regarding their responsibilities for the performance of the work and the allocation of responsibilities and costs associated with the development and construction of the Parking Deck in accordance with the Site Plan attached hereto as Exhibit B and made a part hereof ("Site Plan"); and WHEREAS, the Parties are therefore setting forth such agreements as set forth herein. 1 46518\0001 \8922591.v2 AGREEMENT: NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dickson and the City hereby covenant, stipulate, and agree as follows: 1. Purpose. The Parties agree that they shall jointly develop the Parking Deck in accordance with the terms of this Agreement. 2. The Parking Deck. The Parking Deck shall be developed and constructed in accordance with certain plans and specifications created by Miller Boskus Lack Architects, P.A. and Olison Engineering, and which are mutual acceptably to the Parties. The Parking Deck shall consist of at least 5.5 but not more than 7 floors and shall be subject to a certain Horizontal Property Regime established in accordance with Arkansas Code Annotated § 18-13-101 et seq. (the "HPR") and a Master Deed, a copy of which is attached hereto as Exhibit C (the "Master Deed"), and subject to the following parameters: A. The ground floor of the Parking Deck shall include one or more HPR units of approximately 15,000 square feet in total (the "Dickson Unit"), the HPR's Master Deed shall provide that upon recordation of the same, the Dickson Unit shall be deeded to Dickson such that Dickson shall own all of the right, title, and interest in and to the Dickson Unit, whether or not the Dickson Unit is then constructed and completed. B. Dickson shall be solely responsible for paying the cost and expense associated with the Increased Infrastructure Costs associated with the Increased Infrastructure (as such terms are defined in paragraph 3A below), the interior design and construction of the Dickson Unit, including but not limited to the costs for all interior and exterior finishes and utility conduits, and the Expansion Unit (as defined in paragraph 3 below). Dickson shall ensure that the exterior and interior finishes of the Dickson Unit and Expansion Unit are designed and constructed in compliance with all applicable local, state, and federal ordinances, building codes, rules, and regulations, including those of the City. C. The ground floor of the Parking Deck shall also consist of a second HPR unit containing approximately 2,400 square feet (the `'City Unit"), which the City will use as a City police facility or such other purposes as City may elect. The ground floor of the Parking Deck may consist of other units and common areas in addition to the Dickson Unit and the City Unit. Except as otherwise set forth in paragraph 213, the City shall be solely responsible for paying all costs associated with the design, development, and construction of the City Unit and the remainder of the Parking Deck, which shall consist of five and one-half stories. The City shall ensure that the City Unit and the remainder of the Parking Deck (excluding the Expansion Unit, as defined below) is designed and constructed in compliance with all applicable local, state, and federal ordinances, building codes, rules, and regulations, including those of the City. 2 46518\0001 \8922591. Q D. The Parties have selected Nabholz Construction Corporation ("Nabholz") as the general contractor responsible for constructing the Parking Deck, the exterior of the Dickson Unit, the work required to construct the Dickson Unit as a "cold dark box", the Increased Infrastructure, and the 61h Floor Expansion (as defined below). The City and Dickson shall each be a party to the contract with Nabholz for the construction of the Parking Deck, City Unit, the Increased Infrastructure, and the 61h Floor Expansion (the "City/Dickson/Nabholz Contract); provided, however, the City/Dickson/Nabholz Contract shall specifically identity that part of the City/Dickson/Nabholz Contract that is sole responsibility of each of the City and Dickson. In this regard, Dickson shall only be liable and responsible for the costs and expenses under the City/Dickson/Nabholz Contract relating to the Dickson Unit, the Increased Infrastructure, and the 6th Floor Expansion. Notwithstanding the forgoing, Dickson has the right to approve, in its sole discretion, the final costs associated with the construction of the exterior of the Dickson Unit, the other work to construct the Dickson Unit as a "cold dark box", the Increased Infrastructure, and the 6th Floor Expansion. In the event Dickson does not wish to begin construction of the 7th Floor Expansion (as defined below) until one year or longer after the Parking Deck is completed, Dickson may use a contractor of its choice to construct the 7th Floor Expansion. A substantial completion date and a liquidated damages clause will be established in the City/Dicksoru/Nabholz Contract, which shall at least provide for a daily liquidated damages penalty payable to Dickson in an amount not less than Seven Hundred and No/100 Dollars ($700.00) for each day that the Parking Deck, the Dickson Unit, the Increased Infrastructure, and 6th Floor Expansion are not completed within the construction schedule. In no event shall the City be responsible for payment of any liquidated damages or penalties related to the construction schedule or any construction schedule deadlines. E. [Intentionally Omitted]. F. The Master Deed will be recorded with the Circuit Clerk and Ex-Officio Recorded for Washington County, Arkansas, within five (5) days of the Effective Date hereof. 3. Expansion of the Parking Deck. Dickson shall construct the remainder of the sixth floor (i.e. the flat area) initially for use as parking and other live loads (the "0' Floor Expansion") and a seventh floor of the Parking Deck along with any additional improvements thereon as determined by Dickson in its sole discretion (the "7t' Floor Expansion" together with the 6th Floor Expansion, the "Expansion Unit"). The 6th Floor Expansion shall be constructed contemporaneous with the construction of the Parking Deck and pursuant to the City/Dickson/Nabholz Contract. The 7th Floor Expansion shall be constructed in phases and at a time determined by Dickson in its sole discretion. The construction of the Expansion Unit is subject to the following terms and conditions and as outlined in paragraph 4 below: A. Dickson shall be solely responsible for the Increased Infrastructure Costs (as defined below) and Expansion Unit, including, but not limited to, expenses associated with the design and construction of the Expansion Unit. The "Increased 3 46518\0001\8922591.v2 Infrastructure" is herein defined to include the enhanced infrastructure and support to allow for the additional weight (both live and dead loads) and stress associated with the addition of the Expansion Unit to the Parking Deck. The costs associated with the Increased Infrastructure shall include, but not limited to, all costs associated with the construction of the Increased Infrastructure and any enlarged, expanded, or additional stairways required as a result of the Increased Infrastructure, a proportionate share of the costs of the elevator determined by dividing the number of additional floors represented by the Increased Infrastructure relative to the total floors in the Parking Deck, or elevator shafts from the 6th to 7th floor and one-half (1/2) the cost of elevator shaft from the 5th to 6th floor, utilities, and all other associated costs (the "Increased Infrastructure Costs"). The Parking Deck will be designed to allow for event style uses to occur in and on the Expansion Unit, provided, however, any additional costs incurred in the design or construction of the Parking Deck to allow event style uses in the Expansion Unit shall be solely Dickson's costs and included in the Increased Infrastructure Costs. B. Dickson shall own and have the right to utilize the roof of the Expansion Unit for permissible uses, such as for the affixation of communications equipment, so long as such uses conform to applicable City ordinances, any other applicable codes, laws, or ordinances, and the Master Deed. C. Dickson shall ensure that the Expansion Unit is designed and constructed in compliance with all applicable local, state, and federal ordinances, building codes, rules, and regulations, including those of the City that are in effect at the time the Expansion Unit is constructed, including the Arkansas Fire Prevention Code and the national fire protection association standards and codes and the Master Deed. D. Dickson shall be obligated to pay Nabholz in accordance with the City/Dickson/Nabholz Contract. In the event Dickson fails to pay any such invoice within thirty (30) days of its receipt of such invoice, Nabholz may discontinue work on the Increased Infrastructure, Dickson Unit, and 61h Floor Expansion and may continue work on the Parking Deck. Dickson shall remain liable to Nabholz for the cost and expenses of all work that has been performed toward the Increased Infrastructure, the Dickson Unit, and the Oh Floor Expansion regardless of whether the Increased Infrastructure, Dickson Unit, or 6th Floor Expansion are completed. At no time shall the construction of the Parking Deck be ceased, delayed, or interfered with due to Dickson's failure to timely pay Nabholz. Dickson shall be liable to City for any costs, expenses, or damages, suffered by or incurred by City due to Dickson's failure to pay Nabholz. If Dickson defaults in its payment to Nabholz by more than ninety (90) days past the date of the invoice it shall be deemed to have waived its rights to construct the Increased Infrastructure and Expansion Unit, provided however, that if Dickson withholds payment to Nabholz due to a reasonable and legitimate construction dispute, Dickson will not waive its right to construct the Increased Infrastructure and Expansion Unit so long as it places the amount in dispute in escrow with a bank and provides proof of same to F. 46518\0001 \8922591. v2 City. The City/Dickson/Nabholz contract will identify General Conditions, General Requirements, and overhead expenses for City and Dickson. E. The HPR's Master Deed shall provide that upon recordation of the same, the Expansion Unit shall be deeded to Dickson such that Dickson shall own all of the right, title, and interest in and to the Expansion Unit, whether or not the Expansion Unit is then constructed and completed. F. [Intentionally Omitted]. G. Dickson shall use commercially reasonable efforts to complete the 7th Floor Expansion within fifteen (15) years of the date City obtains a Certificate of Occupancy ("COO") for the Parking Deck. H. Dickson shall be liable to City for any cost, damage, or injury City incurs due to Dickson's design, construction, or operation of its first -floor space and the Expansion Unit. If the 71h Floor Expansion is constructed after the City receives the COO for the Parking Deck, no materials, staging, lay down, or construction area utilized in completion of the 7t1' Floor Expansion shall be located on City's property or City's rights of way unless agreed to by City, nor shall construction of the 71h Floor Expansion impede or interfere in any manner with City's use and occupancy of the Parking Deck. 4. Fire Wall. As a result of the City's acquisition of an additional five (5) feet of land along the West and Northwest perimeters of the City Tract (the "Buffer Land") from Depot, the Parking Deck shall not immediately require the presence of a fire wall. In consideration for the Fayetteville Depot, LLC's conveyance of the Buffer Land to the City, the City shall convey to Dickson the south end of the 6t1i floor flat area from column line 03 to 0-1 when (i) the expansion of the 61h floor is completed, or (ii) Depot or Dickson complete improvements adjacent to the Parking Deck that requires firewalls; or (iii) 1 year after the City receives a Certificate of Occupancy for the Parking Deck, whichever event occurs first. In the event Depot, Dickson, or any affiliate of either Depot or Dickson develop or re -develop any land adjoining the City Tract, the City shall convey (a) the west Buffer Land (as depicted with pink highlighting on the drawing attached as Exhibit F) and (b) the sidewalk area on the south of deck as depicted with yellow highlighting on Exhibit F (the "Sidewalk Area") and all air rights above such area. Such land shall be conveyed at the time Depot, Dickson, or any affiliate of either, obtains building permits for any such development or re -development. Notwithstanding such conveyance from the City to Depot, Dickson, or any affiliate of either, the sidewalk as shown on Exhibit F shall remain in its current location or, alternatively, a 10' sidewalk will added directly south to maintain access to the elevators and stairwell serving the Parking Deck. In event a fire wall is required for any new development or re -development undertaken by Dickson, Depot, or any affiliate of either, the costs associated with the design and construction of the fire wall shall be paid by Dickson, Depot, or any affiliate of either, that undertakes and performs such development or re -development. Notwithstanding the forgoing, and irrespective of whether the Buffer Land and Sidewalk Area is conveyed to Dickson, Depo, or such affiliate, Dickson, Depot, or such affiliate shall be entitled to an easement on and across the Buffer Land and Sidewalk Area for vehicular and pedestrian access, ingress, and egress, and Dickson, Depot, or such affiliate, as applicable, shall have the right to 5 46518\0001 \8922591. v2 construct and maintain such vehicular rights -of -way, pedestrian walk -ways, sidewalks, or other surfaces on the Buffer Land as determined in its reasonable discretion. At the time of the conveyance of the south end of the 61" floor flat area, the Master Deed will be amended to reflect the additional Dickson units, whether Parking Units or other use, as well as the applicable common areas. 5. Staging Area. In connection with the construction of the Parking Deck, the City contemplates the use of a portion of certain real property owned by Depot, as a construction staging area and/or construction space (the "Staging Area"). The Staging Area, which is more particularly outlined on the aerial map attached hereto as Exhibit D, is directly to the north of the western portion of the City Tract on which the Parking Deck shall be situated. As compensation for its use of the Staging Area, the City shall pay Depot the sum of Four Thousand and No/100 Dollars ($4,000) per month. Such payment obligation shall be payable beginning on the earlier of (a) the first day the City actually utilizes the Staging Area for construction of the Parking Deck or (b) the first day that the City or any activity associated with the construction of the Parking Deck causes vehicular or pedestrian access to be materially impeded to or from the Staging Area, and shall terminate on the day on which the City permanently removes all equipment and materials from the Staging Area. The City shall be responsible for repairing any damage caused to the Staging Area. 6. Future Development. The City agrees that Dickson, Depot, or an affiliate, successor, or assign of either, shall have the right and ability to reasonably utilize the Parking Deck to aid in any future development projects to provide pedestrian or vehicular access adjacent to the Parking Deck, provided that any such future developments shall be subject to all applicable local, state, and federal laws, codes, ordinances and, provided that no fixture development may interfere with the structural integrity of the Parking Deck or the City's use of the Parking Deck. The City shall allow Dickson, Depot, or an affiliate, successor, or assign of either, to utilize the chase spaces within the Parking Deck to run utilities to the Dickson Unit or to the Expansion Unit, however, any expenses associated with utilities to the Dickson Unit or Expansion Unit shall be paid by Dickson and will have appropriate sub -metering. 7. Cooperation. Dickson and the City further agree to take all necessary action to enter into, execute and deliver any and all written documents reasonably necessary to carry out the terms of this Agreement, and for the joint development of the Parking Deck as contemplated by the Parties, including but not limited to, quitclaim deeds, easements, reciprocal easements and any other contract or financial instrument deemed reasonably necessary by either Parties' counsel. 8. Force Maieure. For the purposes of this Agreement, the Parties, or their successors in interest, shall not be considered in breach of, or in default of, the obligations set forth herein in the event of enforced delay in the performance of or inability to perform such obligations due to force majeure; it being the purpose and intent of this paragraph that in the event of the occurrence of any such enforced delay, the time or times for performance of the obligations of the Parties with respect to this paragraph shall be extended for the period of the enforced delay. 9. Utilities and Easements. In furtherance of this Agreement and the Contract, the Parties hereto have agreed to the location of certain utility and access easements related to the Parking Deck and the adjacent and surrounding property owned by the Depot, as reflected on the C, 46518\0001 \8922591.v2 easement plat attached hereto as Exhibit E. Notwithstanding the foregoing, during construction, the City shall use reasonable efforts to maintain continuity of any and all utilities and services at the City Tract and to the property owned by Depot as they exist prior to construction. Dickson and/or Depot may elect to provide additional land on the southern boundary of the Parking Deck for the purpose of providing access to and from West Avenue, the Parking Deck, and the Transit Hub (the "Replacement Southern Access"), in which case the access easement noted on Exhibit E, currently located on the north side of the stairwell and elevator bay located on the southern boundary of the Parking Deck and extending to the west through the Parking Deck (the "Southern Access"), shall be moved to the Replacement Southern Access and the area noted on Exhibit E as the Southern Access shall be quitclaimed by all parties with an interest therein to Dickson. 10. Insurance. The Parties shall cause Nabholz and any other general contractor, construction representative, or subcontractors who work on the Parking Deck, to purchase and maintain, general liability, workers compensation, builder's risk, and any other additional insurance necessary to protect Dickson and the City from claims, losses, expenses, damages, or costs which arise out of acts or omissions related to the construction of the Parking Deck and Expansion Unit, if applicable, by Nabholz, any other general contractor, or any subcontractor, or by anyone directly employed by such persons, including but not limited to the following: A. Claims under worker's or workmen's compensation disability benefits or other similar employee benefit acts with minimum coverages required by law; B. Claims for damages because of bodily injury, occupational sickness, disease, or death of its employees with minimum coverages required by law; C. Claims for damages because of bodily injury, sickness, disease, or death of any person other than employees with a minimum coverage of Two Million Dollars ($2,000,000); D. Claims for damages, injury, or destruction of property, including loss of use resulting therefrom, including but not limited to materials and equipment stored on site, or in transit, which are to be incorporated in the Parking Deck at such time as those items are included in an application for payment described herein, and also including physical loss or damage caused by theft and malicious mischief coverage. All policies shall require full replacement value (as applies to the progress of sitework and/or construction); and E. Claims for damages because of bodily injury or death of any person or personal property damage arising out of the ownership, maintenance, or use of any motor vehicle with a minimum coverage of One Million Dollars ($1,000,000). Said policies shall name the Parties as additional insureds. 11. Notice. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be mailed by certified or registered mail, postage prepaid, or by Federal Express, Airborne Express, or similar overnight delivery service, addressed as follows: 7 46518\0001 \8922591. Q If to the City: City of Fayetteville Attn: Mayor's Office 113 W. Mountain Street Fayetteville, AR 72701 Mayor@fayetteville-ar.gov With copy to: Vicki Bronson Conner & Winters LLP 4375 N. Vantage Drive, Suite 405 Fayetteville, AR 72703 If to Dickson: Dickson and West Development, LLC Attn: Greg House 19 E. Mountain Street Fayetteville, AR 72701 With a copy to: Friday, Eldredge and Clark, LLP 3350 S. Pinnacle Hills Pkwy., Suite 301 Rogers, AR 72758 Attn: Jason N. Bramlett jbramlett@fridayfinn.com Notice shall be deemed to have been given upon receipt. Refusal of delivery or undeliverable for any reason shall be deemed receipt. Either party may designate a different address or addresses for such party by notice similarly given. 12. Rights and Oblil4ations Run With the Land. The terms, conditions, covenants, and agreements set forth in this Agreement shall run with the land to any and all assigns and successors in interest to each tract of real property referenced herein. Each of the duties, obligations, terms, conditions, covenants, and provisions contained in this Agreement shall run with each tract of real property described herein; and such duties, obligations, terms, conditions, covenants and provisions contained in this Agreement shall touch, concern, encumber, bind and more to the benefit of every person, now and in the future, holding title to or having a fee simple interest in any portion of any tract of property described herein. 13. Miscellaneous. A. No modification of this Agreement shall be valid or binding unless such modification is in writing, duly dated, and signed by both Parties. B. Each party specifically agrees that it enters into this Agreement based on its own understanding of the terms hereof and does not rely, in whole or in part, on any interpretation or representation of the other party. Each party agrees that this Agreement is the result of good faith arm's length negotiations. C. This Agreement does not create any obligation or relationship such as a partnership, joint venture, or other similar legal relationship under the laws of any state or the federal government. Any correspondence or other references to "partners" or other similar terms will not be deemed to alter, amend or change the relationship between the Parties hereto unless there is a formal written agreement specifically detailing the rights, liabilities and obligations of the Parties as to a new, specifically defined legal relationship. D. This Agreement and any addenda which are or may in the future become a part of this Agreement supersede any prior agreements between the Parties 46518\0001 \8922591. v2 concerning the subject matter of this Agreement, and no oral statements, representations or prior written matter relating to the subject matter hereof, but not contained in this Agreement, shall have any force or effect. This Agreement shall not be amended or added to in any manner, or any provision hereof waived except by written instruments executed by both Parties, or their respective successors in interest. E. It is mutually understood and specifically agreed that this Agreement is binding upon the respective heirs, successors, administrators, executors, and assigns of the Parties hereto. This Agreement may not be assigned in whole or in part without the prior written consent of the other party. F. This Agreement shall be interpreted and construed in accordance with the laws of the State of Arkansas. G. Time is expressly declared to be of the essence of this Agreement. H. Notwithstanding anything to the contrary, in any action or proceeding arising out of the Agreement, each party shall bear its own attorney's fees, and the prevailing party shall be entitled to recover only court costs from the non -prevailing party incurred by such party in enforcing its rights hereunder. I. This Agreement is intended for the benefit of, and shall be enforceable by, the Parties hereto, their respective permitted successors and assigns, and not by any third Parties. Notwithstanding the foregoing, the Parties expressly intend for Depot to be a third -party beneficiary of this Agreement only for the purpose of collecting the monthly payments in connection with the City's utilization of the Staging Area as set forth in Paragraph 5 hereof. J. If any provision of this Agreement or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforceable to the greatest extend permitted by law. K. This Agreement shall run with the land and shall be binding upon, and shall inure to the benefit of, the Parties hereto and their successors and permitted assigns. L. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to exercise any right or remedy under this Agreement will operate as a waiver thereof, nor does any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy. Each waiver we 46518\0001 \892259I A of a right hereunder does not extend beyond the specific event or circumstance giving rise to the right. M. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument. N. Subject to the execution of an extension of the closing on the Real Estate Contracts, the parties agree that closing on the Real Estate Contracts and early grading package dirt work may occur prior to receipt of the final cost from Nabholz. [SIGNATURE PAGES TO FOLLOW] 10 46518\0001 \8922591.v2 Z^' l 65 ZZ68\ t 000\8 t 99h II [AkOTIOA O.I. 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to ljed y !!011dIHJSdQ "IV93-T dIAtIDUH AINUONd 'IV I NOZRIOH A,LI'IIDVd 9NI)IHVd d'1'IIA3,L.L3AVA d0 AIID UTIU N:4jSVIN Ol V .LIHIHXd (sanL'd L Jo nuIJsIsuo,)) SNV Id Nooll 3b1iI9:4N AlH3dONd 'I`d.INOZINOH A'IIIDd3 9NINNbd IIIIAIIIHAVA Jo A113 Q33Q H31SVIN O.I. ff liffIIIX3 m OD cry 0 0 U) :D C/) < O W 0 m N N NN N \ Co 7E5 cu m > co Ln D (2) o < C) C\j 0 o cu C) C"i M -0 C: 30 C) C) 0 U) < (-) D Of (D W Z 2 2 2 rr 0 U m r- (1) M Li- 0 U) w z 0 0 U MWE HIM r_ D n m z r 0 c) n z D z0 o Z En m oz r m D C) �u m m Z cn 0 m D 0 �o z M G) X c n z D � r c) c Z --1 C) 0 0 0 > LLLJ m -u > C') > m G) 0 0 C z > Q) 0 z 0 Z > t C/) m 0 r- > z m > G) X m m Z > cf) 0 m n 0 71 71 Z M C) X T c n U) c m cn m El C) 0 ID 0 z CD < m C/) (D 0 0 -u mm > > M 5; r- 0 G) 0 C) c c 0 z L) L 0 z 0 > Z (n M 0 > z m > L-) X m M Z > (n 0 I I WA EXHIBIT C TO MASTER DEED CITY OF FAYETTEVILLE PARKING FACILITY HORIZONTAL PROPERTY REGIME Percent of Undivided Unit Square Interest in Footage General Common Value $ Areas and Facilities C 101 2,545 2.970/( $490,320 C 102 10,075 11.76% $1,941,052 C 103 2,444 2.85% $470,862 C104 2,444 2.85% $470,862 Level Two, Parking Units 201 through 13 ,014 15.20% $2,507,280 275 Level Three, Parking Units 301 through 13 ,536 15.81% $2,607,849 377 Level Four, Parking Units 401 through 13 ,536 15.81% $2,607,849 477 Level Five, Parking Units 501 through 13 ,536 15.81 % $2,607,849 577 Level Six 14,513 :::::�16.�950%/o $2,796,078 TOTAL 85,643 100.00% $16,500,000 23 8923403.1 EXHIBIT D TO MASTER DEED CITY OF FAYETTEVILLE PARKING FACILITY HORIZONTAL PROPERTY REGIME BYLAWS OF ASSOCIATION 23 ARTICLES OF ASSOCIATION AND BYLAWS OF CITY OF FAYETTEVILLE PARKING FACILITY OWNERS' ASSOCIATION KNOW ALL MEN BY THESE PRESENTS: That. WHEREAS, by Master Deed of record in the official records ofthe Circuit Court Clerk and Ex-Ofticio Recorder of Washington County, Arkansas, pursuant to the Horizontal Property Act ( Acts 1961, No. 60. 1 " Ex. Sess.) Ark. Code Ann. § 1 <4-13-101, el seq., as the same now exists or may in the fiiture be amended (the "Act"). created a Horizontal Property Regime known as the Cite of Fayetteville Parking Facility (the "Regime"): and WHEREAS the Master Deed provides that the administration of the affairs of the Regime will be through a not -for -profit association ofproperty owners in the Regime; and WHEREAS these Articles and Bylaws constitute the non-profit association which has been formed for the purposes set forth above: now THEREFORE. WITNESSETH, THESE ARTICLES AND BYLAWS: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1. "Board": The term "board" as used herein shall mean the Board of Directors of the Association which term shall also include the Board of Administration of the Regime as the context may require. The term is used interchangeably and there is but one such Board which is hereby declared to have all the powers and duties of a Board of Directors of a nonprofit association as well as all powers and duties of the Board of Administration as that term is used in these Bylaws. SECTION 2. "Director": The term "director" as used herein shall mean a member of the Board of Directors (Administration). " SECTION 3. "Member(s)" and "Membership": The term "member(s)" and membership" as used herein shall mean the owners of Units in the Regime, and are also referred to as "Owners" herein. It is hereby declared that there is but one such group composed of the same identical persons, firms, corporations, and/or governmental entities. ARTICLE II NAME SECTION I. This association shall be known as the City of Fayetteville Parking Facility Owners' Association. ARTICLE III PURPOSE SECTION 1. The nature of the business of the ,Association and the objects Ol- purposes proposed to be transacted. promoted. or carried on by it are those items reasonably necessary, appropriate, or required by the Master Deed for City of Fayetteville Parking Facility, or by the Horizontal Property Act, Ark. Code. Ann. S 18-13-101 for the maintenance, care and governance of City of Fayetteville Parking Facility horizontal property regime. ARTICLE IV PERIOD OF EXISTENCE SECTION I. This Association shall exist so long as City of Fayetteville Parking Facility horizontal property regime remains in existence, and shall be dissolved only at such time as the Regime is dissolved. SECTION 2. The principal offices of the Association shall be located at 113 W. Mountain Street, Fayetteville. Washington County, Arkansas. ARTICLE V BOARD OF DIRECTORS SECTION 1. General Powers. The management of all the affairs of the Association and of the Regime shall be vested in a Board of Directors (Administration) which, subject to the restrictions imposed by law, by the Master Deed, and by these Articles and Bylaws for the Regime, may exercise all the powers of the Association and of the Regime. SECTION 2. Number, Term Quorum. The number of Members of the Board of Directors shall be a minimum of three (3) and a maximum of five (5), and shall always be an odd number. Each Director shall be a natural person and shall be or shall represent an owner of a Unit in the Regime; and further provided that the initial Board consisting of three (3) members shall serve until their successors qualify. The number of Directors required to have a majority shall be appointed by the City of Fayetteville, Arkansas, or its successors and assigns with respect to the Units in the Regime that it owns, and the remainder of the Directors shall be appointed by Dickson & West Investments, LLC (the "D&W Appointee"), or its successor and assigns with respect to the Units in the Regime that it owns. The initial Members of the Board of Directors shall be Waylon Abernathy, Susan Not -ton, and Greg House. A majority of the Directors (so long at least one such Director is a D&W Appointee) shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjOUni the meeting from time to m A m ,- -p A D n m A o z r � n 0 C z A p O D Z cn x i�: D 0 r m D G) X m m Z n v m � Z 0C >0 zm �o ,m Z // D m z �' t- m l< 0 -T, rn m U O 0 time until a quorum is obtained. and no further notice thereof need be given other than by announcement at said meeting which shall be so adjourned. SECTION 3. First Meeting. The newly elected Directors may hold their first meeting for the purpose of organization and the transaction of business. if a quorum be present. immediately after the annual meeting of the Membership or the time and place of such meeting may be fixed by consent in writing by a majority of all the Directors. SECTION 4. Election of Officers. At the first meeting, or at any subsequent meeting called for the purpose. die Directors shall elect a President fi-om their number. a Secretary and a Treasurer. the latter two of which need not be Directors. Such officers shall hold office until the next election of officers and until their successors are elected and qual1A A person may be elected to hold one or more of the above -mentioned offices simultaneously except that the offices of the President and Secretary may not be held by the same person simultaneously. SECTION 5. Regular and Special Meetings. Regular meetings of the Directors may be held with or without notice at such places and times as shall be determined from time to time by resolution of the Directors. Special meetings of the Board may be called by the President or by the Secretary or upon cal I of any two Directors on at least one day's notice to each Director. SECTION 6. Place of Meetings. The Directors may hold their meetings and have one or more offices and keep the books of the Association and of the Regime inside Washington County, State of Arkansas, at any office or offices of the Association or of the Regime. SECTION 7. Specific Powers of Board of Directors. Without in any way limiting the general powers hereinabove granted to the Board of Directors, it is hereby expressly declared that the Board shall have the following powers, to -wit, except as may be limited by or otherwise governed by the Master Deed: y (a) To make and change regulations, not inconsistent with these Bylaws, for the management of the Regime's affairs. (b) To purchase or otherwise acquire for the Regime any real or personal property, rights, or privileges which the Regime is authorized to acquire. (c) To remove any officer and/or any employee for cause. (d) To appoint and remove or suspend such subordinate officers, agents or employees as it may deem necessary for the care, upkeep and surveillance of the general or limited common elements and services of the Regime, and to determine duties. and fix, and from time to time change, the salaries or remuneration of such officers, agents and employees and to require security as and when it thinks fit. (e) To confer upon any officer of the Regime the power to appoint, remove and suspend subordinate officers, agents and employees. (t) To determine who shall be authorized on the Regime's behalf to make and sign acceptances, endorsements, checks, releases, receipts, contracts and other instruments. (g) To the extent approved by at least seventy-five °ro of the Declared Value of the Condominium. to fix and fi-om time to time, change, if necessary. the amount of assessments to the Members necessary to cover the needs of the Regime and to provide For the care and upkeep of the property and provision of necessary services. all in accordance with the Declared Value of each Unit as set forth in the Master Deed (except as hereinafter provided). (h) To create committees (members of whom shall be natural persons and who shall be or shall represent the owner of a Unit) to maintain architectural control and fiscal control of the Regime and for other purposes. Such committees shall have such powers as are delegated to them in the Resolution of the Board creating each such committee. (1) To exercise such other powers as are specifically granted to the Board elsewhere herein or which might be necessary or required to carry out the duties of tile Board. SECTION 8. Compensation of Board of Directors. Members of the Board shall not receive any salary for their services as Directors. ARTICLE VI MEMBERSHIP SECTION 1. Council of Members Every owner of any Unit in the Regime shall be a Member of the Association (and shall be deemed to be a "Member" with respect to each such Unit owned by that owner). SECTION 2. Place of Holding Meetings. All meetings of the Membership shall be held at the Regime unless written notice of another place for meeting is given on the meeting notice. SECTION 3. Annual Election of Board of Directors. The annual meeting of the Membership for the transaction of business shall be held on a weekday during the month of April of each year, as determined by the Board. At the meeting the Members entitled to vote shall by Plurality vote,. by ballot if requested by any member, and transact such business as shall be stated in the notice of the meeting. No change of time or place of the annual meeting as fixed by the Bylaws, shall be made within thirty (30) days before the day on which such meeting is to be held. In case of any change in such time or place for such meeting, notice thereof shall be given to each Member entitled to vote, in person or by letter mailed to his last known post office address, forty (40) days before the election is held. SECTION 4. Voting. Each Member shall be entitled to vote in person or by proxy a number of votes equal to Declared Value in the Regime, as reflected on Exhibit C to the Master Deed of the City of Fayetteville Parking Facility Horizontal Property Regirne. No proxy shall be voted after eleven months from its date unless such proxy provides fora longer period. Each 4 Unit must cast its vote as a Unit even though there may be more than one owner of an interest in said Unit. No votes representing a division or fi•actional part of the vote attributable to a single Unit shall be counted. Upon the demand of any Member the vote upon any question before the meeting, shall be by ballot. All elections shall be had and all questions decided by plurality vote except as otherwise provided by these Bylaws and the laws of'the State of Arkansas. SECTION 5. QUOR1111. Except as provided in the next section hereof_ any number of Members togetherowning Units having at least fifty-one percent (51%) of the Declared Value of the Regime (as set forth in the recorded Master Deed) Nebo shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. SECTION 6. Adjournment of Meetings, if less than a quorum shall be in attendance at any time for which the meeting shall have been called. the meeting may. after the lapse of at least half an hour, be adjourned from time to time by a majority of the Members present or represented and entitled to vote thereat, and no further notice thereof need be given other than by announcement at said meeting which shall be so adjourned. SECTION 7. Special Meetings. Special meetings of the members for any purpose or purposes may be called by the President or Secretary, and shall be called upon a requisition in writing, stating the purpose or purposes thereof, delivered to the President or Secretary, signed by a majority of the Board of Directors or by Members holding at least fifty-one percent (51%) of the Declared Value in the Regime, or by resolution of the Board of Directors. SECTION 8. Notice of Special Members' Meeting. Written or printed notice, stating the place and tirne of the meeting, and the general nature of the business to be considered, shall be given by the President or Secretary to each post office address, at least two days before the special meeting. ARTICLE VII OFFICERS SECTION I. The officers of the Association (who shall also serve in the same capacity as officers of the Regime) shall be a President, a Secretary, a Treasurer, and such other officers as may from time to time be elected or appointed by the Board of Directors. One person may hold one or more of the officer positions of the Association except that one person shall not serve simultaneously both as President and Secretary. SECTION 2. Duties. The President, when present, shall preside at all meetings of the Board of Directors and at all meetings of the Membership. The President and the other officers of the Association shall have such other powers, duties, and responsibilities as the Board of Directors may, from time to time, fix and declare by resolution. SECTION 3. Treasurer's Bond. If required by the Board, the Treasurer shall give bond with a reputable corporate surety for the faithful discharge of his duties in such amount as the Board may prescribe. The premium for said bond shall be a general expense of the Regime. 5 SECTION 4. Resi�,rnations, Filling of Vacancies, Increase of Number of Directors. Any Director or officer may resign at any time by written resi-nation Which shall take effect at the time specified therein or, if no time be specified, upon receipt of same by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective. If the office of any Director or officer becomes vacant, the remaining directors in office. no less than a quorum. may appoint any qualified person to fill such vacancy. N-vhich person shall hold office for the unexpired term and until his successor shall be duly chosen. The number ol�members of the Board may be increased or decreased at any time by the affirmative vote of a majority of the Board (or by the affirmative vote of a majority in interest of the .Members at a re-ular meeting or at a special meeting called for that purpose, and. by like vote, the additional Director may be chosen at such meeting to hold office until the next election and until his successor is elected and qualified. ARTICLE VIII INSURANCE The Board, for the benefit of the Units and the Members, shall acquire and shall pay for, out of the common expense fund hereinafter provided for, insurance of such types, affording such coverages, as set forth in an described in the Ntaster Deed. ARTICLE IX COMMON EXPENSES ASSESSMENTS SECTION 1. Subject to Section 7(g) hereof, within thirty (30) days prior to the beginning of each calendar year the Board shall estimate the net charges to be paid by the Regime during such year (including a reasonable provision for contingencies and replacements less any expected income and any surplus from the prior year's fund). The amount so estimated shall be assessed to the owners of each Unit pursuant to the percentages set forth in the Master Deed. If the sum estimated proves inadequate for any reason, including nonpayment of any owner's assessment, the Board may, at any time, levy a further assessment, which shall be assessed in like proportions, unless otherwise provided herein. Each owner shall be obligated to pay assessments made pursuant to this article to the Board in equal quarterly installments on or before the first day of each quarter during such year, or in such other reasonable manner as the Board shall designate. SECTION 2. The rights, duties and functions of the Board set forth in this Article shall be exercised by Grantor thirty (30) days after the election of the first Board hereunder. SECTION 3. All funds collected hereunder shall be kept in a common expense fund and expended for the purposes herein designated. SECTION 4. The omission by the Board, before the expiration of any year, to fix the assessments for that or the next year, shall not be deemed a waiver or modification in any respect of the provisions of these Bylaws, or a release of the Members from the obligation to pay the assessments, or any installment thereof for that or any subsequent year, but the assessment fixed for the preceding year shall continue until a new assessment is fixed. I SECTION 5. Amendments to this Article shall be effective only upon unanimous written consent of the Members. SECTION 6. The Board shall keep detailed. accurate records in chronological order, of the receipts and expenditures affecting the general common elements. and/or the limited common elements specifying and itemizing the maintenance and prepaid expenses ofthe general common elements, and/or the limited common elements and any other expenses incurred. Records and vouchers authorizin_Y the payments imlolved shall be available for examination by anv Member at anv reasonable time. ARTICLE X DEFAULT IN PAYMENT OF ASSES SJYIENTS SECTION 1. Each monthly assessment and each special assessment shall be separate, distinct, and personal debts and obligations of the Member against whom the same are assessed. If not paid at the time and in the manner the Board might reasonably direct, such assessments shall be deemed to be delinquent. Suit to recover a money judgment for delinquent assessments shall be maintainable without foreclosing or waiving the lien securing the same. The amount of any delinquent assessment whether regular or special, plus interest at the rate of ten percent (10%) per anntun, costs, and a reasonable attorney's fee, shall become a lien upon such Unit upon recordation of a Notice of Delinquent Assessment. Such lien shall have such priority with respect to all other liens and encumbrances, recorded or unrecorded, as is set forth in the Master Deed, in these Articles and Bylaws, and as provided by law. SECTION 2. A certificate executed and acknowledged by the Secretary stating the amount of the indebtedness secured by such lien shall be conclusive upon the Board and the owners as to the amount of such indebtedness on the date of the certificate, in favor of all persons who rely thereon in good faith, and such certificate shall be furnished to any owner or any encumbrancer or prospective encumbrancer of a Unit upon request. Unless the certificate of indebtedness shall be furnished within ten (10) days after requested. all unpaid common expenses which became due prior to the date of the making of such request shall be subordinate to the interest in such Unit held or acquired by the person making the request. Any encumbrancer holding a lien on a Unit may pay any unpaid common expenses payable with respect to such Unit and upon such payment such encumbrancer shall have a lien on such Unit for the amounts paid of the same rank as the lien of his encumbrance. SECTION 3. Upon payment or other satisfaction of a delinquent assessment concerning which such a certificate has been so recorded, the Board shall cause to be recorded in the same manner as the certificate of indebtedness a further certificate stating the satisfaction and release of the lien thereof. Such lien for a delinquent assessment may be foreclosed in any manner permitted by law. In any certificate, recording, foreclosure, or sale, the delinquent member shall be required to pay the costs and expenses of such proceedings and a reasonable attorney's fee. The Board shall have the power to bid on the Unit at foreclosure or other sale and to hold. lease. mortgage and convey the Unit. SECTION 4. Notwithstanding any contrary provisions hereof: 7 (a) The liens created hereunder upon any Unit shall be subject and subordinate to, and shall not affect the rights of the holder of the indebtedness secured by any recorded prior mortgage or similar encumbrance upon such interest made in good faith and for value, provided that after the foreclosure of any such encumbrance any lien created pursuant to Section I of this Article shall attach to the interest of the purchaser at such foreclosure sale to secure all assessments. whether re2ular or special. assessed hereunder to such purchaser as an owner after the date of such foreclosure sale, which said lien, if any, shall have the same effect and be enforced in the same manner as provided herein: (b) No amendment to this Article shall affect the rights of the holder of anv such prior recorded encumbrance unless such holder joins in the execution thereof; (c) By subordination agreement executed by a majority of the Board, the benefits of subsections (a) and (b) above may be extended to encumbrances not otherwise entitled thereto. ARTICLE XI RESTRICTIONS ON USE SECTION 1. The Units and general common elements or limited common elements shall be occupied and used as follows: (a) There shall be no obstruction of the general common elements or limited common elements. Nothing shall be stored in the general common elements without the prior consent of the Board: (b) Nothing shall be done or kept in any Unit or in the general common elements or limited common elements which is in violation of law, or which will cause the cancellation of or increase the rate of insurance on the general common elements or the limited common elements or another Unit or Units, without the prior written consent of the Board: (c) No noxious or offensive activity shall be carried on in any Unit or in the general common elements, or limited common elements, not- shall anything be done therein which may be or become an annoyance or nuisance to the other owners; and (d) Nothing shall be altered or constructed in or removed from the general common elements, or the limited common elements, except upon the written consent of the Board. (e) The Board shall have the power, through adoption of Internal Rules, to add restrictions to those set forth in this Article applicable to general common elements, limited common elements, or both. ARTICLE XII DAMAGE OR DESTRUCTION �3 SECTION 1. In the event insurance indemnity is to be delivered to the Members pursuant to the provisions of Ark. Code Section 18-13)-1 18. each Unit owner shall receive a portion of the indemnity equal to the percentage representing the basic value of that owner's Unit as set forth in the Master Deed. ARTICLE XIII A:MENDNIENTS SECTION 1. Amendment of Bylaws. The Membership may, by the affirmative vote of the owners holdinu a majority of the Declared Value, amend or alter am ofthese Bylaws. as max a majority of the Members of the Board of Directors. provided that at least one assentin_ Director is the D&W Appointee. provided that any amendment modifying or affecting the method of administration may be made only by affirmative vote of Members representing two- thirds of the Declared Value of the Regime as a whole. Any such amendment shall not be effective Until it is filed for record in the office of the Circuit Clerk of Washington County, Arkansas. ADOPTED this day of December 2021. CITY OF FAYETTEVILLE, ARKANSAS By: Lioneld Jordan, Mayor ATTEST: By Kara Paxton. City Clerk -Treasurer 9 EXHIBIT D Aerial of Staging Area 8782745.2 8812824.3 EXHIBIT E Utilities and Easements 8782745.2 8812824.3 SING. F- DECK r, At 02002 d.9 0.1L. Se, 2. 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A SPLIT AND PROPERTY LINE ADJUSTMENT 8� m m PART NWI/4, NEIM, SECTION 16, T16N, R30W 8 j olsson WASHINGTON COUNTY REVISIONS FAYETTEVILLE, ARKANSAS 2021 IONS j.p", .0 6801 TEL417781O 3 EXHIBIT F Buffer Land Legal Descriptions I -BUFFER ZONE A part of the NW 1/4 of the NE 1,14 of Section 16. T-16-N. R-30-�Nf. Washington County. Arkansas. more particularly described as commencing at the North Quarter - Corner (N 1/4) of said Section: said point being a found iron pin; Thence S0`41'59-W. 1321.01 feet to the Southwest corner of said 40-acre tract: said point being a set cotton spindle: Thence along said 40-line S86°5931 "E. 276.63 feet: Thence NO3 OTA"E. 13.20 feet. - Thence NOP I T06" E. 81.12 feet; Thence NO2° 14'32"E. 312.67 feet to the point of beginning: Thence N87°02'59"W, 52.17 feet: Thence NO2'5TO I "E, 2.00 feet; Thence S87°02'59"E. 52.15 feet: Thence S02014'32"W, 2.00 feet to the point of beginning. Less and Except any part of the above described parcel that the as constructed Parking Deck encroaches upon, ifany encroachment exists. Containing 104 square feet more or less. 2-BUFFER ZONE A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County, Arkansas, more particularly described as commencing at the North Quarter - Corner (N 1/4) of said Section: said point being a found iron pin: Thence S02°41'59" W. 1322.01 feet to the Southwest corner of said 40-acre tract: said point being a set cotton spindle; Thence along said 40-line S86059'31 "E. 276.63 feet: Thence N0Y0738"E, 13.20 feet: Thence NO3I I2'O6"E. 81.12 feet; Thence NO2° 14'32" E, 98.08 feet: Thence N87°02'59"W, 35.83 feet: Thence NO2'57'O l "E, 2.0O feet; Thence N87°02'59"W, 19.00 feet to the point of beginning; Thence N87°02'59"W, 5.00 feet: Thence NO2°57'01 "E, 214.57 feet: Thence S87°02'59"E, 5.00 feet; Thence S02°5701 "W, 214.57 feet to the point of beginning. Less and Except any part of the above described parcel that the as constructed Parking Deck encroaches upon, If any encroachment exists. Containing 1073 square feet more or less. 8782745.2 8812824.3 3-BUFFER ZONE A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W. Washington County, Arkansas, more particularly described as commencing at the North Quarter - Corner (N ►/4) ofsaid Section: said point being a found iron pin, Thence S02°41'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract: said point being a set cotton spindle: Thence along said 40-line S86°59; I "E. 276.63 feet: Thence N0POT38"E. 13.20 feet. Thence N03112'06" E. 81.12 feet: Thence N02114'32" E, 98.08 feet: Thence N87°02'59"W, 35.83 feet. - Thence NO2°57'0I "E. 2.00 feet: Thence N87°02'59"W, 19.00 feet to the point of beginning; Thence NO2°5T01 "E. 10.57 feet: ` Thence S87°02'59"E, 21.00 feet; Thence S02°57'01 "W. 10.57 feet: Thence N87°02'59"W, 21.00 feet to the point of beginning. Less and Except any part of the above described parcel that the as constructed Parking Deck encroaches upon, if any encroachment exists. Containing 222 square feet more or less. 4-BUFFER ZONE A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County, Arkansas, more particularly described as commencing at the North Corner (N 1/4) of said Section; said point being a found iron pin; Quarter - Thence S02°41'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract; said point being a set cotton spindle, - Thence along said 40-line S86°59'31 "E, 276.63 feet. Thence NO3°07'38"E, 13.20 feet: Thence S87°00'30"E. 84.39 feet: Thence NO2°30' 15"E. 181.26 feet to the point of beginning: Thence N87°02'59"W, 70.16 feet: Thence NO2°5701 "E, 9.20 feet: Thence S87°02'59" E, 70.16 feet; Thence S02°57'01 "W, 9.20 feet to the point of beginning. Less and Except any part of the above described parcel that the as constructed Parking Deck encroaches upon, if any encroachment exists. Containing 646 square feet more or less. 8782745.2 8812824.3 Doc ID: 020323160039 Type: R IIIIIIIIIIIIII —Kind: DEED Recorded: 01/05/2022 at 02:15:42 PM Fee Amt: $205.00 Page 1 of 39 gton_MASTER DEED Kyle1SylvesternCircuit Clerk TO File2022--00000451 CITY OF FAYETTEVILLE PARKING FACILITY 1-lorizontal Propert} Regirne Fayetteville w"ashington County. Arkansas 1. CONDOMINIUM CREATED The City of Fayetteville. Arkansas (hereinafter referred to as the "Developer"), as the owner in fee simple of the land and improvements hereinafter described, and Dickson & West Investments. LLC, an Arkansas limited liability company, or its successors and/or assigns ('Dickson West"), as the owner of one or more Units as herein described, does hereby make, declare and publish its intention and desire to submit, and does hereby submit, the lands and building hereinbelow described, together with all other improvements thereon, including all easements, rights, and appurtenances thereto belonging, excluding the airspace above and around the building, (except as otherwise provided herein), to a horizontal property regime to be known as the City of Fayetteville Parking Facility Horizontal Property Regime (the "Condominium"), in the manner provided for by Ark. Code Section 18-13-101, et seq. (the "Act"). By the execution and recording of this Master Deed to the City of Fayetteville Parking Facility Horizontal Property Regime (the -Master Deed"), the Developer further states that: (1) The Developer proposes to create and does hereby create, with respect to the property described above, the Condominium to be governed by and to be subject to the provisions of this Declaration and of the Act: and (2) The Condominium, and all property and/or interests in property contained therein, shall be owned, occupied, used, conveyed, encumbered, leased, maintained, and governed in accordance with the provisions of the Act and in accordance with the covenants, restrictions, encumbrances, and obligations set forth or incorporated by reference in this Declaration, all of which shall be deemed to be covenants, restrictions, encumbrances, and obligations running with the land. II. GENERAL DESCRIPTION OF PLAN OF DEVELOPMENT The Developer has acquired land and intends to construct a building suitable for occupancy for commercial, residential, and parking purposes. The Condominium will consist of approximately 144,591 square feet, (including internal common areas), on a minimum of 5.5 stories and a maximum of 7 stories, along with associated landscaping, mechanical and maintenance areas.. and will be composed of the Units. Common Areas, and Limited Common Areas (the 'Building"). III. LEGAL DESCRIPTION The land (the 'Real Property-) which is hereby submitted to the Condominium is described on Exhibit A attached hereto and made a part hereof by reference. The Real Property as so described has an area as set forth on said Exhibit A. IV. SURVEY AND DESCRIPTION OF IMPROVEMENTS Attached hereto as Exhibit B and incorporated herein by reference as if set forth in full herein is a set of floor plans of the Building which show geographically the dimensions, area, and location of each Unit therein and the dimensions, area and location of the Common Areas and Limited Common Areas. Each Unit is identified thereon by specific number and no Unit bears the same designation as any other Unit. The Building comprising the Units, Common Areas and Limited Common Areas has the areas set forth on said Exhibit B, as applicable (together, the 'Condominium Plans"). V. UNITS, COMMON AREASAND LIMITED COMMON AREAS The Condominium consists of Units, Common Areas, and Limited Common Areas, as said terms are hereinafter defined. "Units," as the term is used herein, shall have the same meaning as the term "Apartment" as defined in the Act and shall mean and comprise the separate numbered Units which are designated in Exhibit B (and with respect to the Expansion Units to the extent applicable under Article VI of this Declaration), and shall include the undivided ownership in the Common Areas and Limited Common Areas assigned to each Unit. With respect to a Unit, the term "Unit" excludes all spaces and improvements lying beneath the undecorated and/or unfinished inner surfaces of the perimeter- walls and floors, and above the undecorated and/or unfurnished inner surfaces of the ceilings of each Unit, and further excludes all spaces and improvements lying beneath the undecorated and/or unfinished inner surfaces of all interior load -bearing walls and/or unfinished bearing partitions, and further excludes all pipes, ducts, wires, conduits, and other facilities running through any interior wall or partition for the furnishing of utility services to all areas of the Building. The general description, expressing its area, general location and the number of each Unit and any other data necessary for its identification, also appears in Exhibit B. Each Unit has a direct access, through one or more of the Common Areas as shown on the Condominium Plans to a public street or highway. "Common Areas" means and includes: (1) The Real Property; (2) The foundations. exterior facade, balcony and deck railings, main walls, hallways, stairwells. elevators (except as otherwise set forth herein), and entrance and exit or communication ways: ( 3 ) The roof. except as otherwise provided or stipulated herein: provided, however. in the event the Expansion Units are constructed the Expansion Units shall be inclusive of the roof above the top floor of the Expansion Units and Dickson West shall own all right. title, and interest in and to their rights extendin<o above such roof and such roof shall not be considered Common Areas: (4) The compartments or installations of central services such as power, light, ,as, cold and hot water, refiiueration. reservoirs, water tanks and pumps. and the like; and (5) All other areas and facilities of the property rationally of common use or necessary to its existence, upkeep, and safety, including but not necessarily limited to the following: (a) Common Areas as shown on Exhibit B attached hereto; (b) Any additional improvements designated as Common Areas on Exhibit B attached hereto; and (c) A non-exclusive easement and right-of-way for access, egress, and ingress to and from the Condominium and each Unit and improvement contained therein from any public streets or highways abutting the premises in the areas defined and described on Exhibit B. "Expansion Units" means the remainder of the sixth floor- (i.e. the flat area) (but excluding the south end of the 6' floor flat area from column line 03 to 0-1) and a seventh floor of the Condominium, which may be constructed by Dickson West pursuant to that certain Joint Development Agreement entered into between the City of Fayetteville and Dickson West, dated November 30, 2021, and as designated as Unit C-600 on Exhibit B. In the event the Expansion Units are completed (meaning, a Certificate of Occupancy is issued for the Expansion Units) an addendum to this Master Deed shall be tiled by Dickson West which will identify the Common Areas and Limited Common Areas associated with the Expansion Units. To the extent the Expansion Units include Parking Units, the cost of routine repair and maintenance of the Parking Units shall be assessed and included as part of the expenses for repair- and maintenance of the Common Areas of the Condominium as described in paragraph XXI. "Limited Common Areas" means a portion of the Common Areas reserved for the exclusive use of those entitled to occupy one (1) or more, but less than all, Units, as more particularly set forth herein and shall include the following: a. To the extent that a deck, patio, porch, or balcony serving a Unit is not within the boundaries of the Unit, the deck, patio, porch, or balcony which is appurtenant to a Unit is assigned as a Limited Common Area to the Unit(s) having direct access to such deck, patio, porch, or balcony; 3 b. The doorsteps or stoops leading as access to a deck, patio. or balcony are assigned as Limited Common Area to the Unit to which the deck, patio. Or balcony is assigned; C. The portion of the Common Areas on which there is located any portion Of the all - conditioning or heatin, system exclusively serving particular Unit Or Units is assigned as Limited Common Area to the Unit or Units so served; and d. Any part of the Expansion Units designated as Limited Common Areas in the addendum to the Master Deed referenced above. e. Any ;as or electric meter which serves Only one Unit is assigned as a Limited Common Element to the Unit so served. ` The Association's Board of Directors. without need for a membership vote. is hereby authorized to assign and to reassign Limited Common Areas, provided that any such assignment or reassicynment shall be made in accordance with the Act. `'Owner" means the record title holder of a Unit. In the event there is more than one record title holder of a Unit, all such record title holders shall collectively constitute one (I) record title holder. "Parking Units" means all Units in the BUlldinyg, which are dedicated to vehicular parking, including existing and future Parking Units. "Parking Unit Limited Common Areas" means the Common Areas located in or around, or directly serving, the Parking Units, or which are exclusive to the use, enjoyment, and benefit of the Parking Units, including, without lirnitation, the entrance and exit to the Parking Areas. the drive areas, driveways, utilities, lighting, stairwells, and elevator serving the Parking Units; provided, however, each Unit, and each Owner, its tenants, invitees. customers. agents. ernployees, and licensees, shall have perpetual and non-exclusive access easernent on and across any Parking Unit Limited Common Area to gain access, egress, and ingress to and from each Unit. VI. OWNERSHIP OF UNITS AND APPURTENANT INTEREST IN COMMON AREAS Once the Real Property, Common Areas, and Limited Common Areas are submitted to the Condominium, a Unit in the Condominium may be individually conveyed and encumbered and may be the subject of ownership, possession, or sale and of all types of juristic acts inter vivos or mortis causa, as if it were sole and entirely independent of the other Units in the Condorinium of which it forms a part, and the corresponding individual titles and interests shall be recordable. Each Unit shall include the undivided ownership in the Common Areas assigned to the Unit hereunder and any Limited Common Areas or Parking Unit Limited Common Areas assigned to a Unit hereunder. Any Unit may be held and owned by more than one person as tenants in common or in any other recognized form of real property ownership. 4 A Unit owner shall have the exclusive ownership of his Unit and shall have a common right to a share, with the other owners, in the Common Areas of the Condominium, equivalent to the percentage representing the value of the individual Unit, with relation to the value of the whole as more specifically set forth in Exhibit C attached hereto and made a part hereof by reference. A Unit owner's proportionate share of the Common Areas shall have a permanent character and shall not be altered. except (a) as set forth in Articles VII and XII with respect to the Expansion Units and Updated Values. respectively. or (b) without the approval of the Owners of Units representing at least ninety percent (90°'0) or more of the Declared Value of the Condominium. Each Owner shall be a member of the City of Fayetteville Parking Facility Association Inc. (the -'Association'). which shall be established as a not -for -profit entity for the administration of the Condominium. A true copy of the Articles of Association and Bylaws of the Association are appended hereto as Exhibit D. attached hereto. and made a part hereof by reference. Unless and until the Expansion Units are constructed and receive a certificate of occupancy from the City, the Expansion Units shall not be deemed to be Units under the Master Deed and will not be entitled to the rights or be responsible for the obligations that a Unit has or is entitled to under this Master Deed, including, without limitation. the obligation to share in the Common Areas or any assessments associated therewith. VI1. RESTRICTION AGAINST FURTHER SUBDIVISION OF UNITS AND SEPARATE CONVEYANCE OF APPURTENANT COMMON AREAS. ETC. The Owner of a Unit may further subdivide, alter, amend, or combine any or all Units within the Condominium that it owns, subject to the conditions stated herein, including those contained in Article XVIIL If an Owner of a Unit chooses to subdivide, alter, amend, or combine any of the Units it owns, it will file amendment to this Master Deed identifying the Units that have been subdivided, altered, amended, or combined, and any applicable Limited Common Areas associated with such Units. Any Units created by such alteration shall have the same aggregate proportional interest in the Condominium as the Units from which they were created. as described in Exhibit C attached hereto. Any such subdivision shall provide street access, common ingress, and egress, and for such amenities as are generally available to Units created hereby, as set forth on Exhibit B. An Owner's right to subdivide, alter, amend, or combine any or all Units within the Condominium that it owns is subject to all local, state, and federal rules, codes, regulations, statutes, ordinances, and any other applicable laves. If an Owner desires to subdivide, alter, amend, or combine any of the Units it owns, it must first obtain all required local, state, and federal approvals, including all requirements and approvals required by the City of Fayetteville, and must comply with all applicable Building Codes and Fire Codes. No Owner may subdivide, alter, amend, or combine any of the Units it owns in the Condominium if it will negatively impact the structural integrity of the Condominium or the structural integrity of any other Unit in the Condominium. 5 The undivided interest in the Common .Areas and Limited Common Areas declared to be an appurtenance to each Unit otherwise shall not be conveyed, devised, encumbered or otherwise dealt with separately fi-om said Unit. and the Undivided interest in the Common Areas and Limited Common Areas appurtenant to each Unit shall be deemed conveyed, devised. encumbered. or otherwise included with the Unit even though such undivided interest is not expressly mentioned or described in the instrument conveying, devising, encumbering, or otherwise dealing with such Unit. Any conveyance. mortgage or other- instrument which purports to affect the conveyance. devise or encumbrance. or which purports to grant any right, interest, or lien in. to, or upon, a Unit shall be null, void, and of no effect insofar as the same purports to affect any interest in a Unit and its appurtenant undivided interest in Common Areas and Limited Common Areas. unless the same purports to convey, devise, encumber or otherwise trade or deal with the entire Unit. Any instrument conveying. devising, encumbering, or otherwise dealing with any Unit which describes said Unit by the Unit number or letter assigned thereto in Exhibit B without limitation or exception. shall be deemed and construed to affect the entire Unit and its appurtenant undivided interest in the Common Areas and Limited Common Areas. Nothin(I herein contained shall be construed as limiting or preventing ownership of any Unit and its appurtenant undivided interest in the Common Areas and Limited Common Areas by more than one person or entity as tenants in common, joint tenants, or any other recognized form of real property ownership. Vill. CONDOMINIUM SUBJECT TO RESTRICTIONS Each Unit, Common Areas, and Limited Common Areas shall be, and the same are hereby declared to be, subject to the restrictions, easements, conditions, and covenants prescribed and established herein, governing the use of said Unit, Common Areas, and Limited Common Areas and setting forth the obligations and responsibilities incident to ownership of each Unit and its appurtenant undivided interest in the Common Areas and Limited Common Areas. Each Unit, Common Areas, and Limited Common Areas are further declared to be subject to the restrictions, conditions. and limitations now of record affecting the Real Property and/or the improvements thereon. In addition, all Units are subject to such Internal Rules and Regulations which the Association may from time to time implement. IX. PERPETUAL NON-EXCLUSIVE EASEMENT IN COMMON AREAS The Common Areas shall be, and the same are hereby declared to be subject to a perpetual non-exclusive easement in favor of all of the owners of Units in the Condominium for their use and the use of their tenants, lessees, licensees, guests, and invitees, for all proper and normal purposes. and for the furnishing of services and facilities for which the same are reasonably intended, for the enjoyment of said owners of Units, subject to such Internal Rules and Regulations which the Association may from time to time implement. X. EASEMENT FOR UNINTENTIONAL AND NON -NEGLIGENT ENCROACHMENTS In the event any portion of the Common Areas now or hereafter encroaches upon any Unit or Limited Common Area. or vice versa. or in the event that any portion of one Unit now or hereafter encroaches upon another Unit. a valid easement for the encroachment and for the maintenance of the same. so long as it stands. does and shall exist. X1. RESTRAINT UPON SEPARATION AND PARTITION OF COMMON AREAS The Common Areas and Limited Common Areas shall remain undivided and shall not be the object of anv action for partition or division of the co -ownership. Any covenant to the contrary shall be void. All the Owners of the Condominium may waive the Condominium and regroup or merge the records of the individual Units with the Real Property, provided that the individual Units are unencumbered, or if encumbered. that the creditors in whose behalf the encumbrances are recorded agree to accept as security the undivided portions of the Condominium owned by the individuals/debtors. Subject to the other provisions of this Article XI, unless all of the first mortgagees (based upon one vote for each first mortgage owned) and owners of the Units have given their prior written approval, the Association shall not be entitled to: (a) by act or omission, seek to abandon or terminate the Condominium. (b) change the pro rata interest or obligations of any Unit for the purpose of: (1) levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards. or (ii) determining the pro rata share of ownership of each Unit in the common elements: (c) partition or subdivide any Unit; (d) by act or omission, seek to abandon, partition, subdivide, encumber, sell, or transfer the Common Areas or Limited Common Areas. The granting of easements for public utilities or for other public purposes consistent with the intended use of the Common Areas by the Condominium shall not be deemed a transfer within the meaning of subparagraph (d). XII. PERCENTAGE OF UNDIVIDED INTEREST IN COMMON AREAS AND FACILITIES APPURTENANT TO EACH UNIT The undivided interest in the Common Areas appurtenant to any Unit is that proportion which the basic or declared value of the regime bears to the value which is set forth and assigned to that Unit in Exhibit C attached hereto and made a part hereof by reference (the "Declared Value"). Exhibit C also reflects the basic or declared value of the Expansion Units and the value for each Unit relative to the basic or developed value for the Condominium upon the completion 7 of construction of the Expansion Units (the "Updated Values"). The Updated Values shall not be applicable unless and until the Expansion Units receive a certificate of occupancy from the City. Xlll. USE RESTRICTION APPLICABLE TO UNITS Any Unit may be used for any lawful purpose, including, without limitation, retail, restaurant, residential• commercial office uses. or parking, except as follows: the O�vmer of Parking Chits 214 through and including Unit 232 may convert said Units to any la4vful purpose and use in its sole discretion. No other Parking Units may be converted to a non -parking use without the approval Of tile 04vners representing at least ninety percent (90%) of the declared value ofthe Condominium. In the event that any land adjoining the Parking Deck or in the general area of the Parking Deck is developed or re -developed for use as a hotel, nightly or extended stay facility, or another hospitality business (a "Hospitality Business"), Developer shall establish a system that permits patrons, invitees, licensees, or customers of FayetteviliCs downtown or entertainment district, and patrons, invitees, licensees, or customers of the Hospitality Business, or the Hospitality Business for and on behalf of the patrons, invitees, licensees, or customers of the Hospitality Business. the ability to reserve and pay for parking spaces in a Parking Unit contemporaneous with the making of a reservation for a room or other designated space in the Hospitality Business, subject to the following conditions (the "Reservation System"): a) the Developer may establish and charge a market rate for any such parking spaces at the time they are reserved; b) a parking space may not be reserved more than twelve (12) months prior to the date of any such reservation in the Hospitality Business; c) an individual parking space may not be reserved for more than two (2) continuous weeks for any given reservation of a room or other designated space in the Hospitality Business: d) the Developer shall not be obligated to designate more than thirty-three and 33/100ths percent (33.33%) percent of the Parking Units parking spaces at any one time for reservations associated with the Hospitality Business on a short-term basis (no longer than 7 consecutive days), provided however that at all times at least thirty-three and 33/100ths percent (33.33%) of the Parking Units are at all time available to the General Public, e) any reservation for a parking space for a period longer than twenty-four (24) hours, regardless of whether a single space or multiple spaces, must be prepaid to the Developer in advance and is not refundable and; 0 the Parking Deck is intended to benefit the general public and is not exclusive to patrons, invitees, licensees, or customers of the Hospitality Business, nor shall any preference be provided to patrons, invitees, licensees, or customers of the Hospitality 8 Business. Instead, all reservations of parking spaces are on a first -come, first -serve basis. The Developer is under no obligation to provide any minimum number of parking spaces to patrons, invitees, licensees. or customers of the Hospitality Business Reservations associated with the Hospitality Business. The forgoing Reservation System shall be in effect and implemented at or prior to the opening of any Hospitality Business. XIV. USE OF COMMON AREAS SUBJECT TO RULES OF ASSOCIATION The use of the Common Areas by the owners of the Units and all other parties authorized to use the same shall be at all times subject to such reasonable Internal Rules and Regulations as may be prescribed and established by the Association governing such use. XV. CONDOMINIUM TO BE USED FOR LAWFUL PURPOSES, RESTRICTION AGAINST NUISANCES, ETC. No immoral, improper, offensive, or unlawful use shall be made of any Unit, Common Areas, or Limited Common Areas, nor any part thereof; and all laws, zoning ordinances and regulations of all governmental authorities having jurisdiction of the Condominium shall be observed. No owner of any Unit shall permit or suffer any thing to be done or kept in his Unit, Common Areas, or Limited Common Areas which will increase the rate of insurance on the Condominium,. or which will obstruct or interfere with the rights of other occupants of the building or annoy them by unreasonable noises, nor shall any such owner undertake any use or practice which shall create and constitute a nuisance to any other owner of a Unit, or which interferes with the peaceful possession and proper use of any other Unit or the Common Areas. XVI. RIGHT OF ENTRY INTO UNITS IN EMERGENCIES In case of an emergency originating in or threatening any Unit or Limited Common Areas, regardless of whether the owner is present at the time of such emergency, the Board of Directors of the Association or any other person or firm authorized by it, or the building superintendent or managing agent, shall have the right to enter such Unit or Limited Common Area for the purpose of remedying or abating the cause of such emergency and such right of entry shall be immediate, and to facilitate entry in the event of any such emergency, the owner of each Unit if required by the Association, shall deposit under the control of the Association, a key to such Unit or Limited Common Area. XVI1. RIGHT OF ENTRY FOR MAINTENANCE OF COMMON AREAS Whenever it is necessary to enter any Unit for the purpose of performing any maintenance, alteration, or repair to any portion of the Common Areas or Limited Common Areas, the owner of each Unit shall permit duly constituted and authorized agent of the 9 Association, to enter such Unit or Limited Common Area, provided that such entry shall be made only at reasonable times and with reasonable advance notice. XVIII. LIMITATION UPON RIGHT OF OWNERS TO ALTER AND MODIFY UNITS Except for a Unit Owner's rights set forth in Section VII and Dickson w'est`s right to construct the Expansion Units, no Owner of a Unit shall permit to be made anv structural modifications or alterations to the Condominium or any Unit or Limited Common Area thereof without first obtaining the written consent of the Association, which consent may be withheld if the Board of Directors for the Association determines, in its sole discretion. that such structural modifications or alterations would materially and permanently affect or in endanger the Condominium in part or in its entirety. If the modification or alteration desired by the Owner of any Unit involves the removal of�any permanent interior partition.. the Owner shall have the right to permit such removal so long as the permanent interior partition to be removed is not a load - bearing partition, and so long as the removal thereof would in no manner affect or interfere with the provision of utility services constituting common elements located therein. No Owner, other than the Developer or its assigns, shall cause any improvements or changes to be made on the exterior of the building, including painting or other decoration, or the installation of electrical wiring, television antennae, machines or air conditioning Units which may protrude through the walls or roof of the building, or in any manner- change the appearance of any portion of the Building not within the walls of such Unit, nor shall storm panels or awnings be affixed, without the written consent of the Association being first obtained, which shall not be unreasonably withheld, conditioned, or delayed. XIX. RIGHT OF ASSOCIATION TO ALTER AND IMPROVE COMMON AREAS AND ASSESSMENT THEREFOR The Association shall have the right to make or cause to be made commercially reasonable alterations, modifications, and improvements to the Common Areas, provided such alterations, modifications or improvements are first approved in writing by the Board of rs of Units representing at least seventy-five percent Directors of the Association, also the Owne (75%) or more of the Declared Value of the Condominium; and the cost of such alterations, modifications, or improvements shall be assessed as common expenses and collected from the owners of all Units according to each Owner's percentage interest of the Declared Value of the Condominium as attributed to such Owner's respective Unit. Notwithstanding anything herein to the contrary. the Owner(s) of the Parking Units shall be wholly responsible for, and shall exclusively share in, without regard to any other Owners of Units in the Building, any alterations, modifications, or improvements to the Parking Unit Limited Common Areas. XX. MAINTENANCE AND REPAIR BY OWNERS OF UNITS Every Owner must perform promptly all maintenance and repair work within his Unit which, if omitted, would adversely affect the Condorinium in its entirety or in part belonging to other Owners, being expressly responsible for the damages and liability which such Owner's 10 failure to do so may engender. Whenever the maintenance, repair and replacement of any items for which the Owner of a Unit is obligated to maintain, repair of replace at its own expense is occasioned by any loss or damage which may be covered by any insurance maintained in force by the Association, the proceeds of the insurance received by Association, shall be used for the Purpose of making such maintenance, repair and replacement as shall exceed the amount of the Owner's insurance proceeds applicable to such maintenance. repair or replacement. XX1. MAINTENANCE AND REPAIR OF COMMON AREAS BY THE ASSOCIATION The Association, at its expense. shall be responsible tor- the maintenance. repair, and replacement of all the Common .Areas. including those portions thereof which contribute to the support of any building and all conduits, plumbing, wiring. and other facilities located in the Common Areas for the furnishing of utility services to the Units and the Common Areas-. provided, however, the Association shall not undertake or perform any commercially unreasonable maintenance. repair. and replacement of the Common Areas. Should any incidental dama--e be caused to any Unit by virtue of (a) any disrepair or damage to, or failure of any, Common Area or Facility or (b) any work which may be done or caused to be done by the Association in the maintenance.. repair- or replacement of any Common Areas, the Association shall, at its expense, repair such damage to any such Unit. It is estimated that the annual maintenance expense for the Common Areas (excluding the Parking Unit Limited Common Areas) will be approximately $.50 per square feet. The Association shall collect funds from each Unit owner for the cost of repairs and maintenance of the Common Areas. Each Unit owner shall pay to the Association the percenta<ge of the total cost of such repairs and maintenance equal to the percentage of ownership in the Condominium, as reflected on Exhibit C. Notwithstanding anything herein to the contrary, the Owner(s) of the Parking Units shall be wholly responsible for, and shall exclusively share in, without regard to any other Owners of Units in the Building, in any assessments or common expenses relating to the Parking Unit Limited Common Areas XXII. PERSONAL LIABILITY AND RISK OF LOSS OF OWNER OF UNIT AND SEPARATE INSURANCE COVERAGE The Owner of each Unit may, at his own expense, obtain insurance coverage for loss of or damage to any furniture, appliances, plumbing, fixtures, furnishings, carpet, floor, and ceiling, and wall coverings, personal effects and other personal property belonging to such Owner and shall obtain insurance coverage against personal liability for injury to the person or property of another while within such Owner's Unit or upon the Common Areas. All such insurance obtained by the Owner of each Unit shall, where available, provide that the insurer waives its right to subrogation as to any claims against other Owners and the Association. Risk of loss or damage to any furniture, appliances, furnishings, personal effects, and other personal property belonging to or carried on the person of the owner of or in, to or upon the Common Areas and Limited Common Areas shall be borne by the Owner of each such Unit. No Owner of a Unit shall have personal liability for any damages caused by the Association or in connection with the use of the Common Areas. The Owner of a Unit shall be liable for injuries or damage resulting from an accident in his own Unit, to the same extent and degree that the owner of an office would be liable for an accident occurring within an office. XXIII. EMINENT DOMAIN (1) \lihenever any proceeding is instituted that could result in the temporar} or permanent takinu, I'll jur} or destruction of all or part of the Common Areas or one or more knits or portions thereof by the exercise of the power of, or power in the nature of. eminent domain or b,, an action or deed in lieu of condemnation. the Board of Directors of the Association (as established by Articles of Association and Bylaws) and each Owner shall be entitled to notice thereof and the Board of Directors shall. and the Owners at their respective expense may, participate in the proceedings incident thereto. (2) With respect to Common Areas, any damages or awards shall be detennined for such taking.. injury to, or destruction, as a whole and not for each Owner's interest therein. After such determination, each Owner shall be entitled to a share in the damages in the same proportion as his percentage of undivided interest in the Common Areas. This provision does not prohibit a majority of Owners from authorizing the Board of Directors to use such damages or awards for replacing or restoring the Common Areas so taken on the remaining land, or on other acquired land, provided that this Master Deed and Condominium Plans are duly amended. (3) With respect to one or more Units or portions thereof, the damages or awards for such taking shall be paid to the applicable Unit owner subject to the following conditions: (a) If the taking reduces the size of a Unit and the remaining portion of the Unit may be made tenantable, the Unit shall be made tenantable. The Owner of the Unit is responsible for all costs and expenses associated with making the Unit tenantable and shall complete the work within ninety (90) days of receipt of payment of condemnation proceeds. If the work required to make the Unit tenantable cannot reasonably be completed within said ninety (90) days period, the work shall be completed by such other date as the Board of the Association shall approve. If the Owner fails to complete the work within the period of time approved by the Board of the Association, the Association, at its sole option, may, but is not required to complete the work to restore the Unit to a tenantable state and assess all costs and expenses of said work against the Owner of the Unit. The reduction in square footage of the Unit shall be reflected in an Amended Schedule C to be filed of record and the Unit's associated percentage of ownership of Common Areas shall be reduced proportionately. This reduction shall be done by reducing such interest in the proportion by which the floor area of the Unit is reduced by the taking, and then recomputing the percentages of undivided interest of all Owners in the Common Areas (b) If the taking destroys or so reduces the size of a Unit that it cannot be made tenantable, the award shall be paid to the mortgagee (if any) of the Unit to the extent of the unpaid balance of its mortgage and the excess, if any, shall be distributed to the Owner, and the remainder of the Unit shall revert back to the ownership of the Developer. The resultant change of ownership shall be reflected in an appropriate amendment to this Master Deed and filed of record. 12 XXIV. INSURANCE The Association shall obtain and maintain at all times, as a common expense. commercially reasonable insurance coverage insur1110 the Condominium against such risks as the Board of Directors may determine. subject to the terms stated herein. or as is set forth in the Articles and Bylaws of the Association attached hereto as Exhibit D (as the same may be amended from time to time), without prejudice to the right of each Owner to insure his Unit on his own account or for his own benefit. Insurance purchased by the Association pursuant to this Paragraph shall rum to the benefit of the Association. the Board, officers. all agents and employees of the Association. the Owners of Units. and their respective mortgagees. and all other persons entitled to occupy any Unit. as their interests may appear. The Association's insurance policy may contain a reasonable deductible, and the amount thereof shall not be subtracted from the face amount of the policy in determining whether the insurance equals at least the replacement cost of the insured property. The Association's insurance shall not include an Owners' personal property unless the Association advises the Owners of such coverage in writing. The Association shall make available for review by Owners of Units of a copy of the Association's insurance policy to allow Owners of Units to assess their personal insurance needs, and each Owner shall have the right to obtain additional coverage at his or her own expense. All Association insurance coverage shall be written in the name of the Association as trustee for itself, each of the Owners of Units, and their mortgagees, if any. At least every two (2) years the Association shall conduct an insurance review to determine if the policy in force is adequate to meet the Association's needs and to satisfy the Act. Such responsibility shall be deemed reasonably performed by the Association by requesting the Association's insurance agent to so verify. The Association shall utilize reasonable efforts to secure a blanket hazard insurance policy providing "all risk' coverage in an amount equal to full replacement cost, before application of deductibles, of the Units and Common Areas. If "all risk" coverage is not reasonably available at reasonable cost, the Association shall obtain, at a minimum, fire and extended coverage, including coverage for vandalism and malicious mischief, in like amounts. The Association shall use reasonable efforts to obtain policies that will provide the following: a. the insurer waives its rights of subrogation of any claims against directors. officers, the managing agent, the individual Owners, occupants, and their respective household members; b. any "other insurance" clause contained in the master policy shall expressly exclude individual Owners' policies from its operation; C. the master policy may not be canceled, substantially modified, or subjected to nonrenewal without at least thirty (30) days prior notice in writing to the Association and all mortgagees of Units; 13 d. an agreed value endorsement and an inflation guard endorsement: and C. the deductible amount per occurrence for coverage required shall not exceed One Thousand and No/ 100 Dollars (S L000.00). All policies of insurance shall be written with a company licensed to do business in the State of Arkansas. The company shall provide insurance certificates to each Owner and each mortgagee upon written request. Exclusive authority to adjust losses under policies obtained by the Association shall be vested in the Association, provided, however, no Mortgagee having an interest in such losses may be prohibited from participating in the settlement negotiations, if any. related thereto. In no event shall the insurance coverage obtained and maintained by the Association hereunder be brought into contribution with insurance purchased by individual Owners or their mortgagees, and the insurance carried by the Association shall be primary. Each Owner shall notify the Association of all structural improvements made by the Owner to his or her Unit. Any Owner who obtains an individual insurance policy covering any portion of the Condominium, other than improvements and betterments made by Such Owner at his or her expense and personal property belonging to such Owner, shall file a copy of such individual policy or policies with the Association within thirty (30) days after the purchase of such insurance. Such Owner shall also promptly notify the Association in writing in the event such policy is canceled. In the event of an insured loss, any required deductible shall be considered a maintenance expense to be paid by the person(s) who would be responsible for such loss in the absence of insurance. If the loss affects more than one Unit or a Unit and the Common Areas, the cost of the deductible may be apportioned equitably by the Association among the parties suffering loss in proportion to each affected party's portion of the total cost of repair, or otherwise as the Association determines equitable. Notwithstanding this, if the insurance policy provides that the deductible will apply to each Unit separately or to each occurrence, each Owner shall be responsible for paying any deductible pertaining to his or her Unit. If any Owner fails to pay the deductible when required hereunder, then the Association may pay the deductible and assess the cost to the Owner. The Association is not responsible for obtaining any insurance coverage insuring the personal property of any Owner, including but not limited to any fixtures, trade fixtures, furnishings, inventory, or any other personal property. XXV. APPORTIONMENT OF TAX OR SPECIAL ASSESSMENT IF LEVIED AND ASSESSED AGAINST THE CONDOMINIUM AS A WHOLE In the event that any taxing authority having jurisdiction over the Regime shall levy or assess any tax or special assessment against the Condominium as a whole, as opposed to levying and assessing such tax or special assessment against each Unit and its appurtenant undivided interest in the Common Areas as now provided by law, then Such tax or special assessment so 14 levied shall be paid as a common expense by the Association, and any taxes or special assessments which are to be levied shall be included, wherever possible, in the estimated annual budget of the Association, or shall be separately levied and collected as an assessment by the Association, against all of the Owners of Units and against said Units if not included in said annual budget. The amount of any, tax or special assessment paid or to be paid by the Association in the event that such tax or special assessment is levied against the Condominium as a whole. instead of against each separate Unit and its appurtenant undivided interest in the Common Areas, shall be apportioned among the co -Owners of all Units so that the amount of such tax or special assessment so paid or to be paid by Association and attributable to and to be paid by the Owners of each Unit shall be that portion of such total tax or special assessment which bears the same ratio to said total tax or special assessment as the undivided interest in the Common Areas appurtenant to each Unit bears to the total undivided interest in the Common Areas appurtenant to all Units. In the event that any tax or special assessment shall be levied against the Condominium in its entirety, without apportionment by the taxing authority to the Condominium and appurtenant undivided interests in the Common Areas, then the assessment by Association. which shall include the proportionate share of such tax or special assessment attributable to each Unit and its appurtenant undivided interest in the Common Areas, shall separately specify and identify the amount of such assessment attributable to such tax or special assessments, and the amount of such tax or special assessment so designated shall be and constitute a lien prior to all mortgages and encumbrances upon any Unit and its appurtenant undivided interest in the Common Areas, regardless of the date of the attachment and recording of such mortgage or encumbrance, to the same extent as though such tax or special assessment had been separately levied by the taxing authority upon each Unit and its appurtenant undivided interest in the Common Areas. XXVI. AMENDMENT OF DECLARATION This Master Deed may only be amended with the approval of Owners of Units representing at least ninety percent (90%) or more of the Declared Value of the Condominium. except that the system of administration as set forth in the Bylaws of the Association may be amended and modified from time to time in accordance with the provisions of the Act and other applicable law and Bylaws of the Association. Any such amendment or revocation shall be executed and subscribed with the same formalities required in Arkansas for the making of deeds, and recorded in the public records of Washington County, Arkansas. XXV1I. REMEDIES IN EVENT OF DEFAULT The Owner of each Unit shall be governed by and shall comply with the provisions of this Declaration and the Bylaws of the Association and its Internal Rules and Regulations as any of the same are now constituted or as they may be adopted and/or amended from time to time. The following described defaults by the Owner of any Unit shall entitle the Association or the Owner of any other Unit or Units to the following relief. I. Failure to comply with any of the terms of this Declaration or other restrictions and regulations contained in the Bylaws of the Association or its rules and regulations shall be grounds for relief which may include, but not be limited to, an action to recover sums due for 15 damages, injunctive relief. foreclosure of lien or any combination thereof and which relief may be sought by the Association. or. if appropriate, by an aggrieved Owner of a Unit, or both. 2. The Owner of each Unit shall be liable for the expense of any maintenance. repair or replacement rendered necessary by his act. neglect. or carelessness. or by that of any member of his family. or his or their guests. employees. agents. or lessees. but only to the extent that such expense is not met by the proceeds of insurance carried by Association. Such liability shall include any increase in fire insurance rates occasioned by use, misuse. occupancy or abandonment of a Unit or its appurtenances. Nothing herein contained, however, shall be construed so as to modify any x-yaiver by insurance companies of rights of subrogation. 3. In any proceeding arising because of any such alleged default by the Owner of anv Unit, the Association shall be entitled to recover against the Unit and have a lien for the costs of the proceedings and reasonable attorneys fees. 4. The failure of the Association or of the Owner of a Unit to enforce any right.. provision, covenant, or condition which may be granted by this Declaration or other above - mentioned documents shall not constitute a waiver of the right of the Association or of the Owner of a Unit to enforce such right, provision, covenant, or condition in the future. 5. All rights, remedies and privileges granted to the Association or the Owner of a Unit pursuant to any terms, provisions, covenants, or conditions of this Declaration or other above mentioned documents, shall be deemed to be cumulative and the exercise of any one or more shall not be deemed to constitute an election of remedies nor shall it preclude the party thus exercising the same from exercising such other and additional right, remedies, or privileges as may be available to such party at law or in equity. 6. The failure of the Developer, or of any mortga<gee to enforce any right, privilege, covenant, or condition which may be granted to them, or either of them, by this Declaration or other above -mentioned document shall not constitute waiver of the right of either of said parties to thereafter enforce such right, provision, covenant, or condition in the future. XXVIII. USE OR ACQUISITION OF INTEREST IN THE CONDOMINIUM TO RENDER USER OR ACQUIRER SUBJECT TO PROVISIONS OF MASTER DEED, RULES AND REGULATIONS All present or future Owners, tenants, or any other person who might use the facilities of the Condominium in any manner, are subject to the provisions of this Declaration and all documents appurtenant thereto and incorporated herewith, and the mere acquisition or rental of any Unit, or the mere action of occupancy of any Unit shall signify that the provisions of this Declaration are accepted and ratified in all respects. XXIX. SEVERABILITY In the event that any of the terms, provisions or covenants of this Declaration are held to be partially or wholly invalid or unenforceable for any reason whatsoever, such holding shall not 16 affect. alter, modify, or impair in any manner whatsoever any of the other terms, provisions or covenants not held to be partially invalid or unenforceable. XXX. DECLARATION BINDING UPON DEVELOPER. ITS SUCCESSORS AND ASSIGNS. AND SUBSEQUENT CO -OWNERS The restrictions and burdens imposed by the covenants of this Declaration are intended to and shall constitute covenants running v,kith the land, and shall constitute an equitable servitude upon each Unit and its appurtenant interest in the Common Areas and this Declaration shall be binding upon the Developer. its successors and assigns. and upon all parties who may subsequently become Owners of Units in the Condominium. and their respective heirs. legal representatives, successors and assigns: provided that at such time as Developer is no longer the Owner of any Units in the Condominiums. then Developer shall have (1) no further obligations under any covenants or provisions of this Declaration or the Articles of Association and Bylaws, and (ii) no continuing liability in any manner pursuant to this Declaration or the Articles of .Association and Bylaws. XXXI. DEVELOPER'S EASEMENTS AND RESERVATIONS In addition to the other rights, reservations and easements reserved herein to Developer, the Developer, its successors and assigns, shall have the right of ingress and egress over, upon, and across the Common Areas, and/or any phases which may hereafter be added to the Condominium in accordance with the provisions of this Declaration, and the right to store materials thereon, to make such other use thereof as may be reasonably necessary or incident to the construction, development and sales of the Units and operation of the Units and Common Areas of the Condominium and the overall development of the Property of which the Condominium is a part. XXXII. DEFINITIONS The definitions contained in the Arkansas Code, Sections 18-13-101 and following, are hereby incorporated herein and made a part hereof by reference. XXXIII. ASSOCIATION ARTICLES AND BYLAWS Attached hereto as Exhibit D and made a part hereof by reference is a copy of the Articles and Bylaws of the Association. XXXIV. LIMITATION OF LIABILITY OF ASSOCIATION Notwithstanding the duty of the Association to maintain and repair parts of the Condominium, the Association shall not be liable to Unit owners for injury or damage, other a than the cost of repair and maintenance, caused by any latent condition of the property to be maintained or repaired by the Association, or caused by the elements or other powers or persons. IN WITNESS WHEREOF, the Developers have executed this Master Deed effective as of the 41�_ day of December. 2021. ANSAS ATTEST: By: � .. Cara axton, City` Clerk reasL er 14 ail� ACKNOWLEDGMENT STATE OF ARKANSAS ) ) SS. COUNTY OF WASHINGTON ) �1419111f� a/ TR�-t1����� Y O a -SG-� �n FAYETTEVILL, o o � `w �G7-ON'' �vti BE IT REMEMBERED, That on this day personally came before me the undersigned, a Notary Public, Lioneld Jordon, in his official capacity as Mayor of Fayetteville, Arkansas, and Kara Paxton in her official capacity as City Clerk -Treasurer of Fayetteville, Arkansas, to me well known as the persons whose names are subscribed to this document, and stated that they executed this document in their official capacities as Mayor and City Clerk -Treasurer, respectively, for the consideration and purposes therein mentioned and set forth. WITNESS my hand and seal as such Notary Pub,; 2021. Notary : LLKI is My C i,�5si / r�� �.�P• 17A, V, this jday of ��/�?r*i. IF? DICKSON WEST: DICKSON & WEST INVESTMENTS, LLC, an Arkansas limited liability company 1i By: _ Name: Title:~a',_ STATE OF ARKANSAS ) ) ss. ACKNOWLEDGMENT COUNTY OF WASHINGTON ) On this "I day ofy , 2021, before me, a Notary Public (or before any officer within this State or without the State now qualified under existing law to take acknowledgments), duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named (--)v .A i f , being the person authorized by DICKSON & WEST INVESTMENTS, LLC, an Arkansas limited liability company ("Dickson West") to execute such instrument, stating his capacity in that behalf, to me personally well known (or satisfactorily proven to be such person), who stated that he was the lA t of Dickson West, and was duly authorized in his capacity to execute the foregoing instrument for and in the name and behalf of Dickson West, and further stated and acknowledged that he had so signed, executed, and delivered said foregoing instrument for the consideration, uses, and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of Dij � , 2021. My Commission Expires: �A L1-y Notary Public U I'-------------- OFFICIAL SUL 1 1WFIE PAPN3AkI,' NOTARY PUBLIC . PRKMSAS i, ASHING i ON COUN'f t � COMIAISSIOK4 "12G96940 Co 4I JISSION EXP 02/15i2026 19 EXHIBIT A TO MASTER DEED CITY OF FAYETTEVILLE PARKING FACILITY HORIZONTAL PROPERTY REGIME LEGAL DESCRIPTION A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County, Arkansas, more particularly described as commencing at the North Quarter - Corner (N 1/4) of said Section; said point being a found iron pin; Thence S02°41'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract; said point being a set cotton spindle, - Thence along said 40-line S86059'31 "E, 276.63 feet; Thence NO3°07'38"E, 13.20 feet, - Thence NO3°12'06"E, 81.12 feet; Thence N02014'32"E, 98.08 feet to the point of beginning; Thence N87'02'59"W, 35.83 feet; Thence NO2°57'01 "E, 2.00 feet; Thence N87°02'59"W, 24.00 feet, - Thence N02057'01 "E, 214.57 feet; Thence S87°02'59"E, 57.15 feet; Thence N02114'32"E, 3.20 feet; Thence N75°54'08"E, 2.23 feet; Thence N74°43'16"E, 64.11 feet, Thence NO3°4512"E, 5.60 feet, - Thence S88°26'50"E, 21.54 feet to a point on the west right-of-way line of West Avenue, Thence S02°30'15"W along said west right-of-way line, 244.62 feet; Thence N87002'59"UV, 68.99 feet, - Thence S02057'01 "W, 2.00 feet; Thence N87°02'59"W, 14.84 feet to the point of beginning. Containing 0.8 acres more or less. 20 EXHIBIT B TO MASTER DEED CITY OF FAYETTEVILLE PARKING FACILITY HORIZONTAL PROPERTY REGLVIE FLOOR PLANS (Consisting of 7 Pa2es) 21 Ell n 0 m G') z > :-q r- C/) c Z w l< 0 O O rri U) m > Lij ;u m > 0 > m 5; 1- 0 O 0 c z z 0 0 > z ;u m 0 > z m > G) ;u M m Z > cn 0 m u 0 > 0 Z M G) X c L-) > U) c z cn T co > ;o m > 0 > 0 > z 0 0 > z �u Ch M 0 r— > z m > C) � M m Z > cf) 0 CD m Ell 0(') On Z 0 c z DO cn c 0 z 0 0 0 --u O Co co (D LLJ m rn r_ D n _+ D m 0 z r O n � c oZ D z° z y 0 r m D () �o rn m z cn v l< O it I G Q1CD A W N O N CO co I L ,-jDj N �CTI�P D h 6 \ n v v .vV� V A �� [ m \ \ ����` c o ff \, G� \al m Can CP N vv '1 a .A \\ CA)v' \\\ \\�� -.i \ 00 N \ \ CJt A (� c� "`� > Z rn \ \ \ \\\ \\ (0 C \ W G) —i N �� \VAv -, O C n Z W v \\` ' (� CD C: A CP (TI NCf) Z � Rl � ;� \; ; ��V .p v v C (n ti CD - 4 \ P cr C) �y���� .`,A`.`'�� W O .gyp U1 \\ v .v vvy rn O v _ \� "' v� .v 00 CY) co \\\ \ 101 \ CA) W > LU;o m T > 0 > m z r- 0O 0 0 a 0 c z 2>q 0 0 > Z ;u M 0 > z rn > 6) X rn m > Z (f) 0 ID n 0 -n m c z > U) c 11 0 -T1 C) 0 0 z T < m (D 0 0 0 -u cc-) CD z 9 -n CD CD 0 0 O CO CD EXHIBIT C TO MASTER DEED CITY OF FAYETTEVILLE PARKING FACILITY HORIZONTAL PROPERTY REGIME Percent of Undivided Unit Square Interest in Value $ Footage General Common Areas and Facilities C 101 2,545 2.97% $490,320 C102 10,075 11.76% $1,941,052 C103 2,444 2.85% $470,862 C 104 2,444 2.85% $470,862 Level Two, Parking Units 201 through 13,014 15.20% $2,507,280 275 Level Three, Parking Units 301 through 13,536 15.81% $2,607,849 377 Level Four, Parking Units 401 through 13,536 15.81% $2,607,849 477 Level Five, Parking Units 501 through 13,536 15.81% $2,607,849 577 Level Six 14,513 16.95% $2,796,078 TOTAL 85,643 100.00% $16,500,000 23 8923903.1 EXHIBIT D TO MASTER DEED CITY OF FAYETTEVILLE PARKING FACILITY HORIZONTAL PROPERTY REGIME BYLAWS OF ASSOCIATION 23 ARTICLES OF ASSOCIATION AND BYLAWS OF CITY OF FAYETTEVILLE PARKING FACILITY OWNERS' ASSOCIATION KNOW ALL MEN BY THESE PRESENTS: That. WHEREAS. by tilaster Deed of record in the official records of the Circuit Court Clerk and Ex-Officio Recorder of Washington Counvy..Arkansas, pursuant to the Horizontal Property Act (Acts 1961, No. 60. 1" Ex. Sess.) Ark. Code Ann. § 18-13-101. cat sect.. as the same nov< exists or may in the fUtUre be amended (the "Act"), created a Horizontal Property Regime known as the City of Favetteville Parking Facility (the "Regime"), and WHEREAS the Master Deed provides that the administration of the affairs of the Re<(ime will be through a not -for -profit association of property owners in the Regime: and WHEREAS these Articles and Bylaws constitute the non-profit association which has been formed for the purposes set forth above, now THEREFORE, WITNESSETH, THESE ARTICLES AND BYLAWS: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1. "Board": The term "board" as used herein shall mean the Board of Directors of the Association which term shall also include the Board of Administration of the Regime as the context may require. The term is used interchangeably and there is but one such Board which is hereby declared to have all the powers and duties of a Board of Directors of a nonprofit association as well as all powers and duties of the Board of Administration as that term is used in these Bylaws. SECTION 2. "Director": The term "director" as used herein shall mean a member of the Board of Directors (Administration). SECTION 3. "Member(s)" and "Membership": The term "mernber(s)" and "membership" as used herein shall mean the owners of Units in the Regime, and are also referred to as "Owners" herein. It is hereby declared that there is but one such group composed of the same identical persons, firms, corporations, and/or governmental entities. ARTICLE If NAME SECTION 1. This association shall be known as the City of Fayetteville Parking Facility Owners' Association. ARTICLE III PURPOSE SECTION 1. The nature of the business of the Association and the objects or purposes proposed to be transacted. promoted. or carried on by it are those items reasonablv necessarv, appropriate, or required by the Master Deed for City of Fayetteville Parking Facility, or by the Horizontal Property Act, Ark. Code. Ann. § 18-13-101 for the maintenance, care and governance of City of Fayetteville Parking Facility horizontal property regime. ARTICLE IV PERIOD OF EXISTENCE SECTION 1. This Association shall exist so long as City of Fayetteville Parking Facility horizontal property regime remains in existence, and shall be dissolved only at such time as the Regime is dissolved. SECTION 2. The principal offices of the Association shall be located at 1 13 W. Mountain Street, Fayetteville, Washington County, Arkansas. ARTICLE V BOARD OF DIRECTORS SECTION 1. General Powers. The management of all the affairs of the Association and of the Regime shall be vested in a Board of Directors (Administration) which, subject to the restrictions imposed by law, by the Master Deed, and by these Articles and Bylaws for the Regime, may exercise all the powers of the Association and of the Regime. SECTION 2. Number, Term, Quorum. The number of Members of the Board of Directors shall be a minimum of three (3) and a maximum of five (5), and shall always be an odd number. Each Director shall be a natural person and shall be or shall represent an owner of a Unit in the Regime; and father provided that the initial Board consisting of three (3) members shall serve until their successors qualify. The number of Directors required to have a majority shall be appointed by the City of Fayetteville, Arkansas, or its successors and assigns with respect to the Units in the Regime that it owns, and the remainder of the Directors shall be appointed by Dickson & West Investments, LLC (the "D&W Appointee"), or its successor and assigns with respect to the Units in the Regime that it owns. The initial Members of the Board of Directors shall be Waylon Abernathy, Susan Norton, and Greg House. A majority of the Directors (so long at least one such Director is a D&W Appointee) shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof" need be given other than by announcement at said meeting which shall be so adjourned. SECTION 3. First Meetinu. The newly elected Directors may hold their first meeting for the purpose of organization and the transaction of business. if a quorum be present, immediately after the annual meeting of the Membership or the time and place of such meeting may be fixed by consent in writing by a majority of all the Directors. SECTION 4. Election of Officers. At the first meeting, or at any subsequent meeting called for the purpose. the Directors shall elect a President from their number. a Secretary and a Treasurer. the latter tx-yo of which need not be Directors. Such officers shall hold office until the next election of officers and until their successors are elected and qualify. A person may be elected to hold one or more of the above -mentioned offices simultaneously except that the offices of the President and Secretary may not be held by the same person simultaneously. SECTION 5. Regular and Special Meetings. Regular meetings of the Directors may be held with or without notice at such places and times as shall be determined from time to time by resolution of the Directors. Special meetings of the Board may be called by the President or by the Secretary or upon cal I of any two Directors on at least one day's notice to each Director. SECTION 6. Place of Meetings. The Directors may hold their meetings and have one or more offices and keep the books of the Association and of the Regime inside Washington County, State of Arkansas, at any office or offices of the Association or of the Regime. SECTION 7. Specific Powers of Board of Directors. Without in any way limiting the general powers hereinabove granted to the Board of Directors, it is hereby expressly declared that the Board shall have the following powers, to -wit, except as may be limited by or otherwise governed by the Master Deed: (a) To make and change regulations, not inconsistent with these Bylaws, for the management of the Regime's affairs. (b) To purchase or otherwise acquire for the Regime any real or personal property, rights, or privileges which the Regime is authorized to acquire. (c) To remove any officer and/or any employee for cause. (d) To appoint and remove or suspend such subordinate officers, agents or employees as it may deem necessary for the care, upkeep and surveillance of the general or limited common elements and services of the Regime, and to determine duties, and fix, and from time to time change, the salaries or remuneration of such officers, agents and employees and to require security as and when it thinks fit. (e) To confer upon any officer of the Regime the power to appoint, remove and suspend subordinate officers, agents and employees. 3 (fib To determine who shall be authorized on the Regime's behalf to make and sign acceptances. endorsements. checks. releases, receipts. contracts and other instruments. (g) To the extent approved by at least seventy-five % of the Declared Value of the Condominium. to fix and from time to time. change. if necessary, the amount of assessments to the Members necessary to cover the needs of the Regime and to provide for the care and upkeep of the property and provision of necessary services. all in accordance with the Declared Value of each Unit as set forth in the Master Deed (except as hereinafter provided). (h) TO create committees (members of whom shall be natural persons and who shall be or shall represent the owner of a Unit) to maintain architectural control and fiscal control of the Regime and for other purposes. Such committees shall have such powers as are delegated to them in the Resolution of the Board creating each such committee. (1) To exercise such other powers as are specifically granted to the Board elsewhere herein or which might be necessary or required to carry out the duties of the Board. SECTION 8. Compensation of Board of Directors. Members of the Board shall not receive any salary for their services as Directors. ARTICLE VI MEMBERSHIP SECTION 1. Council of Members. Every owner of any Unit in the Regime shall be a Member of the Association (and shall be deemed to be a "Member" with respect to each such Unit owned by that owner). SECTION 2. Place of Holding Meetings. All meetings of the Membership shall be held at the Regime unless written notice of another place for meeting is given on the meeting notice. SECTION 3. Annual Election of Board -of Directors. The annual meeting of the Membership for the transaction of business shall be held on a weekday during the month of April of each year, as determined by the Board. At the meeting the Members entitled to vote shall by Plurality vote, by ballot if requested by any member, and transact such business as shall be stated in the notice of the meeting. No change of time or place of the annual meeting as fixed by the Bylaws, shall be made within thirty (30) days before the day on which such meeting is to be held. In case of any change in such time or place for such meeting, notice thereof shall be given to each Member entitled to vote, in person or by letter mailed to his last known post office address, forty (40) days before the election is held. SECTION 4. Voting. Each Member shall be entitled to vote in person or by proxy a number of votes equal to Declared Value in the Regime, as reflected on Exhibit C to the Master Deed of the City of Fayetteville Parking Facility Horizontal Property Regime. No proxy shall be voted after eleven months from its date unless such proxy provides fora longer period. Each 4 Unit must cast its vote as a Unit even though there may be more than one owner of an interest in said Unit. No votes representing a division or tractional part of the vote attributable to a single Unit shall be counted. Upon the demand of any Member the vote upon any, question before the meeting. shall be by ballot. All elections shall be had and all questions decided by plurality vote except as otherwise provided by these Bylaws and the laves of the State of Arkansas. SECTION 5. Q1.10111111. Except as provided in the next section hereof. any niunber of Members together ovvning Units having at least fifty-one percent (51 %) of the Declared Value of the Regime (as set forth in the recorded Master Deed) vvho shall be present in person or represented by1 proxy at any meeting du11 called, shall constitute a quorum for the transaction of bllSHless. SECTION 6. Adjournment of Meetings. If less than a quorum shall be in attendance at any time for which the meeting shall have been called. the meetim�-Y may. after the lapse of at least half an hour, be adjourned fi•om time to time by a majority of the Members present or represented and entitled to vote thereat, and no further notice thereof need be given other than by announcement at said meeting which shall be so adjourned. SECTION 7. Special Meetings. Special meetings of the members for any purpose or purposes may be called by the President or Secretary, and shall be called upon a requisition in writing, stating the purpose or purposes thereof, delivered to the President or Secretary, signed by a majority of the Board of Directors or by Members holding at least fifty-one percent (51%) of the Declared Value in the Regime, or by resolution of the Board of Directors. SECTION 8. Notice of Special Members' Meeting. Written or printed. notice, stating the place and time of the meeting, and the general nature of the business to be considered, shall be given by the President or Secretary to each post office address, at least two days before the special meeting. ARTICLE VII OFFICERS SECTION 1. The officers of the Association (who shall also serve in the same capacity as officers of the Regime) shall be a President, a Secretary, a Treasurer, and such other officers as may from time to time be elected or appointed by the Board of Directors. One person may hold one or more of the officer positions of the Association except that one person shall not serve simultaneously both as President and Secretary. SECTION 2. Duties. The President, when present, shall preside at all meetings of the Board of Directors and at all meetings of the Membership. The President and the other officers of the Association shall have such other powers, duties, and responsibilities as the Board of Directors may, from time to time, fix and declare by resolution. SECTION 3. Treasurer's Bond. If required by the Board, the Treasurer shall give bond with a reputable corporate surety for the faithful discharge of his duties in such amount as the Board may prescribe. The premium for said bond shall be a general expense of the Regime. 5 SECTION 4. Resii4nations. Filling of Vacancies. Increase of Number of Directors. Any Director or officer may resign at any time by written resignation which shall take effect at the time specified therein or, if no time be specified, upon receipt of same by the President or Secretary. The acceptance of a resigrnation shall not be necessary to make it effective. If the Office of anv Director or officer becomes vacant, the remaining directors in office. no less than a quorum. may appoint any qualified person to fill such vacancy. which person shall hold office for the unexpired term and until his successor shall be duly chosen. The number of members of the Board niav be increased or decreased at anv time by the affirmative vote of a majority of the Board (or by the affirmative vote of a majority in interest of the Members at a regular meeting or at a special meeting called for that purpose. and, by like vote. the additional Director may be chosen at such meeting to hold office until the next election and until his successor is elected and qualified. ARTICLE Vill INSURANCE The Board. for the benefit of the Units and the Members, shall acquire and shall pay for, out of the common expense fund hereinafter provided for, insurance of such types, affording such coverages, as set forth in an described in the Master Deed. ARTICLE IX COMMON EXPENSES ASSESSMENTS SECTION I. Subject to Section 7(g) hereof within thirty (30) days prior to the beginning of each calendar year the Board shall estimate the net charges to be paid by the Regime during such year (including a reasonable provision for contingencies and replacements less any expected income and any surplus from the prior year's fund). The amount so estimated shall be assessed to the owners of each Unit pursuant to the percentages set forth in the Master Deed. If the sum estimated proves inadequate for any reason, including nonpayment of any owner's assessment, the Board may, at any time, levy a further assessment, which shall be assessed in like proportions, unless otherwise provided herein. Each owner shall be obligated to pay assessments made pursuant to this article to the Board in equal quarterly installments on or before the first day of each quarter during such year, or in such other reasonable manner as the Board shall designate. SECTION 2. The rights, duties and functions of the Board set forth in this Article shall be exercised by Grantor thirty (30) days after the election of the first Board hereunder. SECTION 3. All funds collected hereunder shall be kept in a common expense fund and expended for the purposes herein designated. SECTION 4. The omission by the Board, before the expiration of any year, to fix the assessments for that or the next year, shall not be deemed a waiver or modification in any respect of the provisions of these Bylaws, or a release of the Members from the obligation to pay the assessments, or any installment thereof for that or any subsequent year, but the assessment fixed for the preceding year shall continue until a new assessment is fixed. SECTION 5. Amendments to this Article shall be effective only upon unanimous written consent of the Members. SECTION 6. The Board shall keep detailed, accurate records in chronological order, of the receipts and expenditures affecting the general common elements. and/or the limited common elements specifying and itemizing the maintenance and prepaid expenses of the general common elements. and/or the limited common elements and any other expenses incurred. Records and vouchers authorizing the payments involved shall be available for examination by an,,, Member at anv reasonable time. ARTICLE X DEFAULT IN PAYMENT OF ASSESSMENTS SECTION I. Each monthly assessment and each special assessment shall be separate, distinct, and personal debts and obligations of the Member against whom the same are assessed. If not paid at the time and in the manner the Board might reasonably direct, such assessments shall be deemed to be delinquent. Suit to recover a money judgment for delinquent assessments shall be maintainable without foreclosing or waiving the lien securing the same. The amount of any delinquent assessment whether regular or special, plus interest at the rate of ten percent (10%) per annum, costs, and a reasonable attorney's fee, shall become a lien upon such Unit upon recordation of a Notice of Delinquent Assessment. Such lien shall have such priority with respect to all other liens and encumbrances, recorded or unrecorded, as is set forth in the Master Deed, in these Articles and Bylaws, and as provided by law. SECTION 2. A certificate executed and acknowledged by the Secretary stating the amount of the indebtedness secured by such lien shall be conclusive upon the Board and the owners as to the amount of such indebtedness on the date of the certificate, in favor of all persons who rely thereon in good faith, and such certificate shall be furnished to any owner or any encumbrancer or prospective encumbrancer of a Unit upon request. Unless the certificate of indebtedness shall be furnished within ten (10) days after requested, all unpaid common expenses which became due prior to the date of the making of such request shall be subordinate to the interest in such Unit held or acquired by the person making the request. Any encumbrancer holding a lien on a Unit may pay any unpaid common expenses payable with respect to such Unit and upon such payment such encumbrancer shall have a lien on such Unit for the amounts paid of the same rank as the lien of his encumbrance. SECTION 3. Upon payment or other satisfaction of a delinquent assessment concerning which such a certificate has been so recorded, the Board shall cause to be recorded in the same manner as the certificate of indebtedness a further certificate stating the satisfaction and release of the lien thereof. Such lien for a delinquent assessment may be foreclosed in any manner permitted by law. In any certificate, recording, foreclosure, or sale, the delinquent member shall be required to pay the costs and expenses of such proceedings and a reasonable attorney's fee. The Board shall have the power to bid on the Unit at foreclosure or other sale and to hold, lease, mortgage and convey the Unit. SECTION 4. Notwithstanding any contrary provisions hereof. 7 (a) The liens created hereunder upon any Unit shall be subject and subordinate to, and shall not affect the rights of the holder of the indebtedness secured by any recorded prior mortgage or similar encumbrance upon such interest made in good faith and for value, provided that after the foreclosure of any such encumbrance any lien created pursuant to Section I of this Article shall attach to the interest of the purchaser at such foreclosure sale to secure all assessments. whether regular or special. assessed hereunder to such purchaser as an owner after the date of such foreclosure sale. which said lien. if any. shall have the same effect and be enforced in the same manner as provided herein, (b) No amendment to this Article shall affect the rights of the holder of anv such prior recorded encumbrance unless such holder joins in the execution thereof. (c) By subordination agreement executed by a majority of the Board, the benefits of subsections (a) and (b) above may be extended to encumbrances not otherwise entitled thereto. ARTICLE XI RESTRICTIONS ON USE SECTION 1. The Units and general common elements or limited common elements shall be occupied and used as follows: (a) There shall be no obstruction of the general common elements or limited common elements. Nothing shall be stored in the general common elements without the prior consent of the Board: (b) Nothing shall be done or kept in any Unit or in the general common elements or limited common elements which is in violation of law, or which will cause the cancellation of or increase the rate of insurance on the general common elements or the limited common elements or another Unit or Units, without the prior written consent of the Board: (c) No noxious or offensive activity shall be carried on in any Unit or in the genera( common elements, or limited common elements, nor shall anything be done therein which may be or become an annoyance or nuisance to the other owners; and (d) Nothing shall be altered or constructed in or removed from the general common elements, or the limited common elements, except upon the written consent of the Board. (e) The Board shall have the power, through adoption of Internal Rules, to add restrictions to those set forth in this Article applicable to general common elements, limited common elements, or both. ARTICLE XII DAMAGE OR DESTRUCTION E SECTION I. In the event insurance indemnity is to be delivered to the Members pursuant to the provisions of Ark. Code Section 18-13-1 18. each Unit owner shall receive a portion of the indemnity equal to the percentage representing the basic value of that owner's Unit as set forth in the Master Deed. ARTICLE XI11 AMENDMENTS SECTION 1. Amendment of Bvlavvs. The Membership may, by the affirmative vote of the owners holding a majority of the Declared Value, amend or alter any of these Bvlavvs. as may a majorit., of the Members of the Board of Directors, provided that at least one assenting Director is the D&W Appointee; provided that an,,, amendment modifying or affecting the method of administration may be made only by affirmative vote of Members representingtwo- thirds of the Declared Value of the Regime as a whole. Any such amendment shall not be effective until it is tiled for record in the office of the Circuit Clerk of Washington County, Arkansas. ADOPTED this �� day of December 2021. CITY OF >i/ANCTTEVILLC, ARKANSAS neld Jo0n,Mayor ATTEST: I SPACE ABOVE THIS LINE FOR RECORDING DATA RECORDING COVER SHEET CITY TITLE & CLOSING, LLC 3790 N. Bellafont Blvd, Suite 3 Fayetteville, AR 72703 Cover Page to Record Articles of Association and Bylaws of City of Fayetteville Parking Facility Owners' Association in Washington County ARTICLES OF ASSOCIATION AND BYLAWS OF CITY OF FAYETTEVILLE PARKING FACILITY OWNERS' ASSOCIATION KNOW ALL MEN BY THESE PRESENTS: That. WHEREAS. b\" Master Deed of -'record in the official records of the Circuit Court Clerk and Ex-Officio Recorder of Washinaton Count\". Arkansas, pursuant to the Horizontal Property Act (Acts 1961, No. 60. 1" Ex. Sess.) Ark. Code Ann. ti 18-13-101. et seq.. as the same now exists or may in the future be amended (the "Act"). created a Horizontal Property Regime known as the Citv of Favetteville Parking Facilitv ( the "Regime"): and WHEREAS the Master Deed provides that the administration of the affairs of the Regime will be through a not -for -profit association of property owners in the Regime: and WHEREAS these Articles and Bylaws constitute the non-profit association which has been formed for the purposes set forth above; now THEREFORE, WITNESSETH, THESE ARTICLES AND BYLAWS: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1. "Board": The term "board" as used herein shall mean the Board of Directors of the Association which term shall also include the Board of Administration of the Regime as the context may require. The terns is used interchangeably and there is but one such Board which is hereby declared to have all the powers and duties of a Board of Directors of a nonprofit association as well as all powers and duties of the Board of Administration as that term is used in these Bylaws. SECTION 2. "Director": The term "director" as used herein shall mean a member of the Board of Directors (Administration). SECTION 3. "Member(s)" and "Membership": The term "member(s)" and "membership" as used herein shall mean the owners of Units in the Regime, and are also referred to as "Owners" herein. It is hereby declared that there is but one such group composed of the same identical persons. firms, corporations. and/or govermnental entities. ARTICLE II NAME SECTION 1. This association shall be known as the City of Fayetteville Parking Facility Owners' Association. ARTICLE III PURPOSE SECTION 1. The nature of the business of the Association and the objects or purposes proposed to be transacted, promoted, or carried on by it are those items reasonably necessarv. appropriate. or required b}the Master Deed for City- of Fayetteville Parking Facility, or by the Horizontal Property Act. Ark. Code. Ann. § 18-13-101 for the maintenance, care and ,overnance of City of Fayetteville Parking Facility horizontal property reginne. ARTICLE IV PERIOD OF EXISTENCE SECTION 1. This Association shall exist so long as City of Fayetteville Parking Facility horizontal property regime remains in existence, and shall be dissolved only at such time as the Regime is dissolved. SECTION 2. The principal offices of the Association shall be located at 113 W. Mountain Street, Fayetteville, Washington County, Arkansas. ARTICLE V BOARD OF DIRECTORS SECTION 1. General Powers. The management of all the affairs of the Association and of the Regime shall be vested in a Board of Directors (Administration) which, subject to the restrictions imposed by law, by the Master Deed, and by these Articles and Bylaws for the Regime, may exercise all the powers of the Association and of the Regime. SECTION 2. Number, Term, Quorum. The number of Members of the Board of Directors shall be a minimum of three (3) and a maximum of five (5), and shall always be an odd number. Each Director shall be a natural person and shall be or shall represent an owner of a Unit in the Regime; and further provided that the initial Board consisting of three (3) members shall serve until their successors qualify. The number of Directors required to have a majority shall be appointed by the City of Fayetteville, Arkansas, or its successors and assigns with respect to the Units in the Regime that it owns, and the remainder of the Directors shall be appointed by Dickson & West Investments, LLC (the "D& W Appointee"). or its successor and assigns with respect to the Units in the Regime that it owns. The initial Members of the Board of Directors shall be Waylon Abernathy, Susan Norton, and Greg House. A majority of the Directors (so long at least one such Director is a D&W Appointee) shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained. and no further notice thereof need be Qiven other than by announcement at said meetin, which shall be so adjourned. SECTION 3. First Meeting. The newly elected Directors may hold their first meeting for the purpose of organization and the transaction of business. if a quorum be present. immediately after the annual meeting of the Membership or the time and place of such meeting may be fixed by consent in writing by a majority of all the Directors. SECTION 4. Election of Officers. At the first meeting. or at any subsequent meeting called for the purpose, the Directors shall elect a President from their number. a Secretary and a Treasurer, the latter two of which need not be Directors. Such officers shall hold office until the next election of officers and until their successors are elected and qualify. A person may be elected to hold one or more of the above -mentioned offices simultaneously except that the offices of the President and Secretary may not be held by the same person simultaneously. SECTION 5. Rep-ular and Special Meetings. Regular meetings of the Directors may be held with or without notice at such places and times as shall be determined from time to time by resolution of the Directors. Special meetings of the Board may be called by the President or by the Secretary or upon call of any two Directors on at least one day's notice to each Director. SECTION 6. Place of Meetings. The Directors may hold their meetings and have one or more offices and keep the books of the Association and of the Regime inside Washington County, State of Arkansas., at any office or offices of the Association or of the Regime. SECTION 7. Specific Powers of Board of Directors. Without in any way limiting the general powers hereinabove granted to the Board of Directors, it is hereby expressly declared that the Board shall have the following powers, to -wit, except as may be limited by or otherwise governed by the Master Deed: (a) To make and change regulations, not inconsistent with these Bylaws. for the management of the Regime's affairs. (b) To purchase or otherwise acquire for the Regime any real or personal property, rights, or privileges which the Regime is authorized to acquire. (e) To remove any officer and/or any employee for cause. (d) To appoint and remove or suspend such subordinate officers, agents or employees as it may deem necessary for the care, upkeep and surveillance of the general or limited common elements and services of the Regime, and to determine duties, and fix, and from time to time change, the salaries or remuneration of such officers, agents and employees and to require security as and when it thiriks fit. (e) To confer upon any officer of the Regime the power to appoint, remove and suspend subordinate officers, agents and employees. (f) To determine who shall be authorized on the Regime's behalf to make and sign acceptances, endorsements, checks, releases, receipts, contracts and other instruments. (g) To the extent approved by at least seventy-five % of the Declared Value of the Condominium, to fix and from time to time, change. if necessary, the amount of assessments to the Members necessary to cover the needs of the Regime and to provide for the care and upkeep of the property and provision of necessary services. all in accordance with the Declared Value of eac11 Unit as set forth in the Master Deed (except as hereinafter provided). (h) To create committees (members of whom shall be natural persons and who shall be or shall represent the owner of a Unit) to maintain architectural control and fiscal control of the Regime and for other purposes. Such committees shall have such powers as are delegated to them in the Resolution of the Board creating each such committee. (i) To exercise such other powers as are specifically granted to the Board elsewhere herein or which might be necessary or required to carry out the duties of the Board. SECTION 8. Compensation of Board of Directors. Members of the Board shall not receive any salary for their services as Directors. ARTICLE VI MEMBERSHIP SECTION 1. Council of Members. Every owner of any Unit in the Regime shall be a Member of the Association (and shall be deemed to be a "Member" with respect to each such Unit owned by that owner). SECTION 2. Place of Holding Meetings. All meetings of the Membership shall be held at the Regime unless written notice of another place for meeting is given on the meeting notice. SECTION 3. Annual Election of Board of Directors. The annual meeting of the Membership for the transaction of business shall be held on a weekday during the month of April of each year, as determined by the Board. At the meeting the Members entitled to vote shall by plurality vote, by ballot if requested by any member, and transact such business as shall be stated in the notice of the meeting. No change of time or place of the annual meeting as fixed by the Bylaws, shall be made within thirty (30) days before the day on which such meeting is to be held. In case of any change in such time or place for such meeting, notice thereof shall be given to each Member entitled to vote, in person or by letter mailed to his last known post office address, forty (40) days before the election is held. SECTION 4. Voting. Each Member shall be entitled to vote in person or by proxy a number of votes equal to Declared Value in the Regime, as reflected on Exhibit C to the Master Deed of the City of Fayetteville Parking Facility Horizontal Property Regime. No proxy shall be voted after eleven months from its date unless such proxy provides for a longer period. Each 4 Unit must cast its vote as a Unit even though there may be more than one owner of an interest in said Unit. No votes representing a division or fractional part of the vote attributable to a single Unit shall be counted. Upon the demand of any Member the vote upon any question before the meeting, shall be by ballot. All elections shall be had and all questions decided by plurality vote except as otherwise provided by these Bylaws and the laws of the State of Arkansas. SECTION 5. Quorum. Except as provided in the next section hereof. any number of Members touether owning Units havinU at least fifty-one percent (51%) of the Declared Value of the Regime (as set forth in the recorded Master Deed) who shall be present in person or represented by proxy at any meeting duly_ called, shall constitute a quorum for the transaction of business. SECTION 6. Adjournment of Meetings. If less than a quorum shall be in attendance at any time for which the meetina shall have been called. the meeting may. after the lapse of at least half an hour. be adjourned from time to time by a majority of the Members present or represented and entitled to vote thereat, and no further notice thereof need be given other than by announcement at said meeting which shall be so adjourned. SECTION 7. Special Meetings. Special meetings of the members for any purpose or purposes may be called by the President or Secretary. and shall be called upon a requisition in writing, stating the purpose or purposes thereof, delivered to the President or Secretary, signed by a majority of the Board of Directors or by Members holding at least fifty-one percent (5 1 %) of the Declared Value in the Regime, or by resolution of the Board of Directors. SECTION S. Notice of Special Members' Meeting. Written or printed notice, stating the place and time of the meeting, and the general nature of the business to be considered, shall be given by the President or Secretary to each post office address, at least two days before the special meeting. ARTICF F VTT OFFICERS SECTION 1. The officers of the Association (who shall also serve in the same capacity as officers of the Regime) shall be a President, a Secretary, a Treasurer, and such other officers as may from time to time be elected or appointed by the Board of Directors. One person may hold one or more of the officer positions of the Association except that one person shall not serve simultaneously both as President and Secretary. SECTION 2. Duties. The President, when present, shall preside at all meetings of the Board of Directors and at all meetings of the Membership. The President and the other officers of the Association shall have such other powers, duties, and responsibilities as the Board of Directors may, from time to time, fix and declare by resolution. SECTION 3. Treasurer's Bond. If required by the Board,. the Treasurer shall give bond with a reputable corporate surety for the faithful discharge of his duties in such amount as the Board may prescribe. The premium for said bond shall be a general expense of the Regime. F SECTION 4. Resignations. Filling of Vacancies. Increase of Number of Directors. Anv Director or officer may resign at any time by written resignation which shall take effect at the time specified therein or, if no time be specified, upon receipt of same by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective. If the office of any- Director or officer becomes vacant, the remaining directors in office. no less than a quorum, may appoint any qualified person to fill such vacancy. which person shall hold office for the unexpired term and until his successor shall be duly chosen. The number of members of the Board may be increased or decreased at anv time by the affirmative vote of a majority of the Board (or by the affirmative vote of a majority in interest of the Members at a regular meeting or at a special meeting called for that purpose. and. by like vote. the additional Director maN, be chosen at such meeting to hold office until the next election and until his successor is elected and qualified. ARTICLE VIII INSURANCE The Board, for the benefit of the Units and the Members, shall acquire and shall pay for, out of the common expense fund hereinafter provided for, insurance of such types, affording such coverages, as set forth in an described in the Master Deed. ARTICLE IX COMMON EXPENSES ASSESSMENTS SECTION 1. Subject to Section 7(g) hereof, within thirty (30) days prior to the beginning of each calendar year the Board shall estimate the net charges to be paid by the Regime during such year (including a reasonable provision for contingencies and replacements less any expected income and any surplus from the prior year's fund). The amount so estimated shall be assessed to the owners of each Unit pursuant to the percentages set forth in the Master Deed. If the sum estimated proves inadequate for any reason, including nonpayment of any owner's assessment, the Board may, at any time, levy a further assessment, which shall be assessed in like proportions, unless otherwise provided herein. Each owner shall be obligated to pay assessments made pursuant to this article to the Board in equal quarterly installments on or before the first day of each quarter during such year, or in such other reasonable manner as the Board shall designate. SECTION 2. The rights, duties and functions of the Board set forth in this Article shall be exercised by Grantor thirty (30) days after- the election of the first Board hereunder. SECTION 3. All funds collected hereunder shall be kept in a common expense find and expended for the purposes herein designated. SECTION 4. The omission by the Board, before the expiration of any year, to fix the assessments for that or the next year, shall not be deemed a waiver or modification in any respect of the provisions of these Bylaws, or a release of the Members from the obligation to pay the assessments, or any installment thereof for that or any subsequent year, but the assessment fixed for the preceding year shall continue until a new assessment is fixed. I SECTION 5. Amendments to this Article shall be effective only upon unanimous written consent of the Members. SECTION 6. The Board shall keep detailed, accurate records in chronolouncal order. of the receipts and expenditures affecting the general common elements, and/or the limited common elements specifying and itemizing the maintenance and prepaid expenses ofthe general common elements. and/or the limited common elements and am other expenses incurred. Records and vouchers authorizing the payments involved shall be available for examination b<< anv Member at any reasonable time. ARTICLE Y DEFAULT IN PAYMENT OF ASSESSMENTS SECTION 1. Each monthly assessment and each special assessment shall be separate, distinct, and personal debts and obligations of the Member against whom the same are assessed. If not paid at the time and in the manner the Board might reasonably direct, such assessments shall be deemed to be delinquent. Suit to recover a money judgment for delinquent assessments shall be maintainable without foreclosing or waiving the lien securing the same. The amount of any delinquent assessment whether regular or special, plus interest at the rate of ten percent (10%) per annum. costs. and a reasonable attorney's fee, shall become a lien upon such Unit upon recordation of a Notice of Delinquent Assessment. Such lien shall have such priority with respect to all other liens and encumbrances, recorded or unrecorded, as is set forth in the Master Deed, in these Articles and Bylaws, and as provided by law. SECTION 2. A certificate executed and acknowledged by the Secretary stating the amount of the indebtedness secured by such lien shall be conclusive upon the Board and the owners as to the amount of such indebtedness on the date of the certificate. in favor of all persons who rely thereon in good faith, and such certificate shall be furnished to any owner or any encumbrancer or prospective encumbrancer of a Unit upon request. Unless the certificate of indebtedness shall be furnished within ten (10) days after requested. all unpaid common expenses which became due prior to the date of the making of such request shall be subordinate to the interest in such Unit held or acquired by the person making the request. Any encumbrancer holding a lien on a Unit may pay any unpaid common expenses payable with respect to such Unit and upon such payment such encumbrancer shall have a lien on such Unit for the amounts paid of the same rank as the lien of his encumbrance. SECTION'). Upon payment or other satisfaction of a delinquent assessment concerning which such a certificate has been so recorded, the Board shall cause to be recorded in the same manner as the certificate of indebtedness a further certificate stating the satisfaction and release of the lien thereof. Such lien for a delinquent assessment may be foreclosed in any manner permitted by law. In any certificate, recording, foreclosure, or sale, the delinquent member shall be required to pay the costs and expenses of such proceedings and a reasonable attorney's fee. The Board shall have the power to bid on the Unit at foreclosure or other sale and to hold, Lease, mortgage and convey the Unit. SECTION 4. Notwithstanding any contrary provisions hereof: 7 (a) The liens created hereunder upon any Unit shall be subject and subordinate to. and shall not affect the rights of the holder of the indebtedness Secured by any recorded prior mortgage or similar encumbrance upon such interest made in good faith and for value. provided that after the foreclosure of any such encumbrance any lien created pursuant to Section I of this Article shall attach to the interest of the purchaser at such foreclosure sale to secure all assessments. whether regular or special. assessed hereunder to such purchaser as an owner after the date of such foreclosure sale. which said lien. if anN . shall have the same effect and be enforced in the same manner as provided herein; (b) No amendment to this Article shall affect the rights of the holder of anv such prior recorded encumbrance unless such holderjoins in the execution thereof. (c) By subordination agreement executed by a majority of the Board. the benefits of subsections (a) and (b) above may be extended to encumbrances not otherwise entitled thereto. ARTICLE XI RESTRICTIONS ON USE SECTION 1. The Units and general common elements or limited common elements shall be occupied and used as follows: (a) There shall be no obstruction of the general common elements or limited common elements. Nothing shall be stored in the general common elements without the prior consent of the Board; (b) Nothing shall be done or kept in any Unit or in the general common elements or limited common elements which is in violation of law, or which will cause the cancellation of or increase the rate of insurance on the general common elements or the limited common elements or another Unit or Units, without the prior written consent of the Board; (c) No noxious or offensive activity shall be carried on in any Unit or in the general common elements, or limited common elements, nor shall anything be done therein which may be or become an annoyance or nuisance to the other owners; and (d) Nothing shall be altered or constructed in or removed from the general common elements, or the limited common elements, except upon the written consent of the Board. (e) The Board shall have the power, through adoption of Internal Rules, to add restrictions to those set forth in this Article applicable to general common elements, limited common elements, or both. ARTICLE XII DAMAGE OR DESTRUCTION SECTION 1. In the event il,lsurance indemnity is to be delivered to the Members pursuant to the provisions of Ark. Code Section IS-13-11�, each Unit owner shall receive a portion of the indemnity equal to the percentage representing the basic valve of that owner's Unit as set forth in the Master Deed. ARTICLE XIII AMENDMENTS SECTION 1. Amendment of Bylaws. The Membership may, by the affirmative vote of the owners holding a majority of the Declared Value. amend or alter any of these Bylaws, as may a majority of the Members of the Board of Directors. provided that at least one assenting Director is the D&-W Appointee: provided that any amendment modifying or affecting the method of administration max be made only by affirmative vote of Members representing two- thirds of the Declared Value of the Reuime as a whole. Any such amendment shall not be effective until it is filed for record in the office of the Circuit Clerk of Washington County, Arkansas. ADOPTED this �,O 4kday of December 2021. CITY OYFAYET�TEVJLLE, ARKANSAS By- G- neld JordaniNfavdr ATTEST: B - yv- Kara Pax o , City Clerk-Treasurez 9 Doc ID: 020323200005 Type: REL Kind: NOTICE Recorded: ,1/05/2022 at 02:23:34 PM Fee Amt: $35.00 Page i of 5 Washington County AR Kyle Sylvester Circuit Clerk File2022..00000455 NOTICE OF BUILDING HEIGHT RESTRICTION KNOW ALL MEN BY THESE PRESENTS that the following described lands located in Washington County, Arkansas are subject to a building height restriction and other restrictions as follows: Whereas as part of the consideration for that certain Purchase Agreement between the City of Fayetteville, Arkansas (the "Buyer") and Fayetteville Depot, LLC (the "Seller") dated March 17, 2021, the parties agreed to certain building modifications and height restrictions applicable to the building located on the real property located in Fayetteville, Arkansas and more particularly described on Exhibit A attached hereto (the "Property"), as follows: 1. From the period beginning December 20, 2021, and until March 17, 2028, (the "Term") the exterior of the building currently situated on the Property shall not be substantially modified without the prior written approval of the City of Fayetteville, other than as required for normal, routine, and needed maintenance and repair, and except as provided in paragraph 2. At the conclusion of the Term, the restrictions set forth herein relating to the Property shall be null and void and Seller may file a release of this notice with the joinder of the City, which such joinder shall not be withheld by 8897366.1 the City, and such release shall be effective as to release this instrument of record and the restrictions and encumbrances created hereby against the Property. 2. Notwithstanding the provisions of paragraph 1, a roof may be placed on the current building located on the Property for the purpose of a one-story outdoor recreation area that may be connected to the adjoining parking structure to be constructed by the City of Fayetteville (the "Parking Deck"). If the property owner desires to construct a roof on the building for the purposes of creating a one-story outdoor recreation area, the property owner must follow all applicable municipal, state, and federal rules and regulations, including those of the City of Fayetteville, Arkansas; provided, however, the Buyer shall provide and grant any easements and consents necessary to allow for the connection of such roof structure to the Parking Deck. [SIGNATURE PAGES TO FOLLOW] 2 8897366M Witness our hands and seals this � day of f 2021. ATTEST: CITY OI;,FAYE XTEVILLF, ARKANSAS Date: __ 141) Kara axton, City Cler -Tr sure ACKNOWLEDG9ENT-v - c6°ms State of Arkansas agar€u�ft�ti ss. County of Washington ) On this 6—Jb day of 4��'/'/ // , 2021, personally appeared before me Lioneld Jordan known to me or satisfactorily proven to me to be the person whose name is subscribed to the above document and he declared and acknowledged that he was authorized to and signed the same in his official capacity as Mayor of the City of Fayetteville, and of his own free and voluntary act and deed for the uses and purposes therein contained. My Commissi I�irt�� • I s+ = � 1� 8728303.2 3 FAYETTEVILLE DEPOT, LLC, an Arkansas limited liability company By: The House Family LLC, an Arkansas limited liability company, Member By: Gregory T. House Revocable Trust Amended and Restated 7/29/15, Managing Member By: I � - — A��- - Gregory T. House, Trustee Date: Z 0 — Z 1 ACKNOWLEDGMENT State of Arkansas ) ) ss. County of Washington ) On this 20ih day of December, 2021, personally appeared before me Greg House known to me or satisfactorily proven to me to be the person whose name is subscribed to the above document, and he declared and acknowledged that he was duly authorized to and did sign the same in her official capacity as the Trustee of the Gregory T. House Revocable Trust Amended and Restated 7/29/15 and of his own free and voluntary act and deed for the uses and purposes therein contained. Notary ubti q/, L )� OFFICIAL SEAL TiPA My Commission Expires: NOTARY PUBLIC. ARK« dSAS WASHINGTON COUNTY COMMISSION# 12696949 COMMISSION EXP 021' 5/2026 4 8897366.v l EXHIBIT A [Legal Description] A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County, Arkansas, more particularly described as commencing at the North Quarter -Corner (N 1/4) of said Section; said point being a found iron pin; Thence S02°41'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract; said point being a set cotton spindle; Thence along said 40-line S86°59'31 "E, 276.63 feet; Thence NO3°07'38"E, 13.20 feet; Thence NO3°12'06"E, 81.12 feet; Thence NO2°14'32"E, 98.08 feet; Thence N87°02'59"W, 35.83 feet; Thence NO2°5TO 1 "E, 2.00 feet; Thence N87°02'59"W, 24.00 feet; Thence NO2°5TO1"E, 5 9.8 8 feet; Thence S89°51'33"W, 0.44 feet to the SE corner of the building for the point of beginning; Thence N87°10'00"W, 20.27 feet to the SW building corner; Thence NO2°55'29"E, 115.20 feet to the NW building corner; Thence S87°10'00"E, 20.27 feet to the NE building corner; Thence S02°55'29"W, 115.20 feet to the point of beginning; Containing 2335 square feet more or less 5 8897366. v 1 Doc ID . 0 IIIIIIIIIIIIIIIIIII�II�IIIIIIII Kind; 20323210010 Type; REL JCE Recorded. 0 Fee Amt; 01/05/2022 at 02:24:20 pP1 Washingtons�oUntpage 1 AR of 10 Kyle Sylvester y' ui 2022_ircuit Clerk File 00000456 NOTICE OF OPTION TO PURCHASE KNOW ALL MEN BY THESE PRESENTS that the property located in Washington County, Arkansas and which is legally described on Exhibit A attached hereto (the "Property") are subject to a certain Real Estate Option to Purchase Agreement between the City of Fayetteville, Arkansas (the "City") and Fayetteville Depot, LLC, an executed copy of which is annexed hereto as Exhibit B. pursuant to which the City has the sole and absolute option to purchase said lands until March 17, 2025, Fayetteville, Arkansas to purchase the Property shall be null and void and Seller may file a release of this notice with the joinder of the City, which such joinder shall not be withheld by the City, and such release shall be effective as to release this instrument of record and the restrictions and encumbrances created hereby against the Property. Witness our hands and seals this 'day of se g2021. [SIGNATURE PAGES TO FOLLOW] 8728305.2 OPTIONE , : CITY OF LAYETTE ILLE ARKANSAS i Lioneld J an. Mavor ATTEST: Date: Kara ton. City Clerk-T easu r �����n °�\lY 0, Sv s 9 iJ i.e FAYETTEVILLE� ACKNOWLEDGMENT;y�s;�a�"Ate State of Arkansas ss. County of Washington ) On this2oday of '�-�2021, personally appeared before me Lioneld Jordan known to me or satisfactorily proven to me to be the person whose name is subscribed to the above document and he declared and acknowledged that he was authorized to and signed the same in his official capacity as Mayor of the City of Fayetteville, and of his own free and voluntary act and deed for the uses and purposes therei► tain BATi�-�9 Notary ptyl/i(ic My Commission \AOTAR y z Z °2, �o NO, .1 COUN 8728305.2 2 OPTIONOR: FAYETTEVILLE DEPOT, LLC, an Arkansas limited liability company By: The House Family LLC, an Arkansas limited liability company, Member By: Gregory T. House Revocable Trust Amended and Restated 7/29/15, Managing Member By: Cr.. Gregory T. House, Trustee Date: � Z - Z c% --7- j ACKNOWLEDGMENT State of Arkansas ) ss. County of Washington ) On this 20th day of December, 2021, personally appeared before me Gregory T. House known to me or satisfactorily proven to me to be the person whose name is subscribed to the above document, and he declared and acknowledged that he was duly authorized to and did sign the same in her official capacity as the Trustee of the Gregory T. House Revocable Trust Amended and Restated 7/29/15 and of his own free and voluntary act and deed for the uses and purposes therein contained. Notary P iJy is OFFICIAL SEAL My Commission Expires: !� 4� IY PUBLIC LIC ' A RI I� NO PUBLIC . ARK.ANSAS MI SHINGTON COUNTY COMMISSION* 12696949 COMMISSION EXP OD1512026 8728305.2 3 8897385. v l EXHIBIT A [Legal Description of Propertyl A part of the NW 1/4 of the NE 1/4 of Section 16. T-16-N, R-30-W, Washington County, Arkansas, more particularly described as commencing at the North Quarter -Corner (N 1/4) of said Section. said point being a found iron pin: Thence SO?°4I'59"W', 1322.01 feet to the Southwest corner of said 40-acre tract: said point being, a set cotton spindle: Thence along said 40-line S86059'3 I "E, 164.88 feet. - Thence NO'053'07E, 13.17 feet: Thence N02053'12"E, 185.02 feet to the point of beginning; Thence continuing NO2°53'I211E, 55.84 feet: Thence S87° 1 1'31 "E, 51.40 feet; Thence S02057'0I "W, 55.87 feet; Thence N87009'49"W, 51.33 feet to the point of beginning. Containing 2869 square feet more or less. 8728305.2 EXHIBITB jReal Estate Option to Purchase Agreement] 8728305.2 REAL ESTATE OPTION TO PURCHASE AGREEMENT This Real Estate Option to Purchase Agreement (the "Aare_ ement") is executed and made effective as of e y + W2021 (the "Effective Date"), by Fayetteville Depot. LLC, an Arkansas limited liability company. ('Optionor"), to the City of Fayetteville. Arkansas ('O tionee"). I . Grant of Option. In consideration of the Slnn of TEN DOLLARS (S 10.00) paid by Optionee to Optionor. receipt whereof is hereby acknowledged. Optionor Grants to Optionee the exclusive option (the "Option") to purchase the real property located in Fayetteville. Arkansas. as more particularly described at Exh►--- ibit "A" hereto. together with all improvements thereon. including easements. water rights. mineral rights, and other rights appurtenant thereto. and all of the Optionor's right. title. and interest in any Public rig however, the Option set forth herein shall not extend to anytai� space or alieto s°extend p<<ovided. ove fifteen (1 5) feet (the '`Height Restriction") fi-om the -round level of the real property (collectivbely, the "Premises' ). Notwithstanding the forgoing, the Premises shall be adjusted as reasonably necessary and agreed to by the parties to accommodate the placement of footings, foundation, and columns in the four (4) corners of the Premises and midway between each corner to support a structure up to seven (7) stories in height located to either side of the Premises and above the Height Restriction on the Premises in exchange for access to the Premises from the west, and from the transit hub to the southwest corner of the deck. but such access shall only be granted to the Optionee in the event it exercises the Option by the Exercise Deadline. ? Expiration Date. This _� 7, 2A.M. option shall expire at 12:00 on March 12" "Expiration Date"). p p 0(the 3. Purchase Price. The total purchase price will be determined at the time Optionee elects to exercise its option to purchase and shall be based on the higher of two appraisals of the Premises by two independent appraisers, one of whom will be selected and paid by Optionor and one of whom will be selected and paid by Optionee. 4. Exercise of Option. To exercise the Option, Optionee shall (1) give Optionor written notice of intent to exercise at the address below, or such other address as Optionor has provided in writing, not later than thirty (30) days before the Expiration Date ("Exercise Deadline"), and (2) deliver the Purchase Price by cashier's check or wire transfer to Optionee in accordance with paragraph 8 hereof at a mutually agreeable location in Fayetteville. Arkansas in exchange for a fully executed and notarized original special warranty deed from Optionor to Optionee, conveying fee simple title free from all mortgages, liens, or other encumbrances, without further representation or warranty and on an "as is, where is" basis. 5. Failure to Exercise Option. If Optionee does not exercise this option on or before the Exercise Deadline, Optionor shall retain Optionee's payment in the amount of $10.00 made hereunder, fi-ee from any and all claims which Optionee may have. In that event. neither party shall have any further rights or claims against the other by virtue of this agreement. 6. Optionee Assignment. This option and all rights hereunder shall not be assigned without the prior, written consent of the Optionor, which shall be withheld or given in Optionor's sole and absolute discretion. 7. No Assignment. The Option shall run with the land and be binding on the successors and assigns of the Optionor until the earlier of the Optionee's exercise of the Option or 10. M21 8812825.2 the termination of this Agreement. S. Closin14. Closing shall occur no later than sixty (60) days after Optionee provides notice of its election to exercise the Option. At the Closing. Seller shall pay all Seller's closing costs. including the cost of an owner's title policy, any recording fees necessary to provide clear title to the Premises. one-half of the revenue stamps, and one-half of the closing fee. At Closing Bever shall pay all Buver's ciosin`J costs including the cost for recording the Warranty Deed. one- half of the revenue stamps. and one-half of the closing fee. If the Closing does not occur by the Closing Deadline. the Option and Optionee's exercise thereof shall be deemed null and void and this Agreement shall be terminated and neither party shall have any further rights or obligations hereunder. `9. Taxes. Optionor covenants that it will timely pay all real estate taxes. including special assessments on the Premises and not permit them to become a lien on the Premises. 10. Choice of LawDisputes. This Agreement shall be construed and interpreted pursuant to the laws of the State of Arkansas, without regard to principles of choice of law. Any and all disputes arising hereunder shall be resolved exclusively in the courts located in Fayetteville, Arkansas, and in no other forum or venue. 1 i . Survival. The covenants and conditions contained herein shall survive the executive and delivery of this Agreement and survive the closing on that certain Purchase Agreement between Optionor and Optionee dated March 17, 2021, and shall not be deemed to have merged with the deed. option. IN WITNESS WHEREOF Optionor and Optionee have signed and acknowledged this [SIGNATURE PAGES TO FOLLOW] 8812825.2 CITY_ OPIFAYEf(EVI� LE, A)WANSAS ioneld. 'an. Mayor ATTEST: Date: a% � I ara Eton, City Clerk�rea rer��YG�m ° �AYETTEVILLP o, 0 ��ysAldc� ACKNOWLEDGMENT `I-�aF�Q���� State of Arkansas County of Washington ss. On this day of l �- � 2021, Jordan known to me or satisfactorily-r-oven to r Personally appeared before me Lioneld the above document and he declared and acknowledged ethat lie the rw ars a thorized towhose narne randbsiQnedthe d to same d his official capacity as Mayor of the City of Fayetteville, and of his own free and voluntary act and deed for the uses and purposes therein contained BAT/fF� Notary P ' is My Commission 8812825.2 rRoo bLl:'020323170016 Type':iREL Kind: PROTECTIVE COVENANT Recorded: 01/05/2022 at 02:17:24 PM Fee Amt: $60.00 Paqe 1 of 10 Washinqton County, AR Kyle Sylvester Circuit Clerk File2022-00000452 SPACE ABOVE THIS LINE FOR RECORDING DATA RECORDING COVER SHEET CITY TITLE & CLOSING, LLC 3790 N. Bellafont Blvd, Suite 3 Fayetteville, AR 72703 Cover Page to Record Articles of Association and Bylaws of City of Fayetteville Parking Facility Owners' Association in Washington County ARTICLES OF ASSOCIATION AND BYLAWS OF CITY OF FAYETTEVILLE PARKING FACILITY OWNERS' ASSOCIATION KNOW ALL MEN BY THESE PRESENTS: That, WHEREAS, by Master Deed of record in the official records of the Circuit Court Clerk and Ex-Officio Recorder of Washington County, Arkansas, pursuant to the Horizontal Property Act (Acts 1961, No. 60, 1" Ex. Sess.) Ark. Code Ann. § 18-13-101, el seq.. as the same now exists or may in the future be amended (the "Act"). created a Horizontal Property Regime known as the City of Fayetteville Parking Facility (the "Regime"), and WHEREAS the Master Deed provides that the administration of the affairs of the Regime will be through a not -for -profit association of property owners in the Regime; and WHEREAS these Articles and Bylaws constitute the non-profit association which has been formed for the purposes set forth above; now THEREFORE, WITNESSETH, THESE ARTICLES AND BYLAWS: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1. "Board": The term "board" as used herein shall mean the Board of Directors of the Association which term shall also include the Board of Administration of the Regime as the context may require. The term is used interchangeably and there is but one such Board which is hereby declared to have all the powers and duties of a Board of Directors of a nonprofit association as well as all powers and duties of the Board of Administration as that term is used in these Bylaws. SECTION 2. "Director": The term "director" as used herein shall mean a member of the Board of Directors (Administration). SECTION 3. "Member(s)" and "Membership": The term "member(s)" and "membership" as used herein shall mean the owners of Units in the Regime, and are also referred to as "Owners" herein. It is hereby declared that there is but one such group composed of the same identical persons, firms, corporations, and/or governmental entities. ARTICLE II NAME SECTION 1. This association shall be known as the City of Fayetteville Parking Facility Owners' Association. ARTICLE III PURPOSE SECTION 1. The nature of the business of the Association and the objects or purposes proposed to be transacted. promoted. or carried on by it are those items reasonably necessary. appropriate. or required by the Master Deed for City of Fayetteville Parking Facility, or by the Horizontal Property Act, Ark. Code. Ann. 5 18-13-101 for the maintenance, care and governance of City of Fayetteville Parking Facility horizontal property regime. ARTICLE IV PERIOD OF EXISTENCE SECTION 1. This Association shall exist so long as City of Fayetteville Parking Facility horizontal property regime remains in existence, and shall be dissolved only at such time as the Regime is dissolved. SECTION 2. The principal offices of the Association shall be located at 113 W. Mountain Street, Fayetteville, Washington County, Arkansas. ARTICLE V BOARD OF DIRECTORS SECTION 1. General Powers. The management of all the affairs of the Association and of the Regime shall be vested in a Board of Directors (Administration) which, subject to the restrictions imposed by law, by the Master Deed, and by these Articles and Bylaws for the Regime, may exercise all the powers of the Association and of the Regime. SECTION 2. Number. Term. Quorum. The number of Members of the Board of Directors shall be a minimum of three (3) and a maximum of five (5), and shall always be an odd number. Each Director shall be a natural person and shall be or shall represent an owner of a Unit in the Regime; and further provided that the initial Board consisting of three (3) members shall serve until their successors qualify. The number of Directors required to have a majority shall be appointed by the City of Fayetteville, Arkansas, or its successors and assigns with respect to the Units in the Regime that it owns, and the remainder of the Directors shall be appointed by Dickson & West Investments, LLC (the "D&W Appointee"), or its successor and assigns with respect to the Units in the Regime that it owns. The initial Members of the Board of Directors shall be Waylon Abernathy, Susan Norton, and Greg House. A majority of the Directors (so long at least one such Director is a D&W Appointee) shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at said meeting which shall be so adjourned. SECTION 3. First Meeting, The newly elected Directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the Membership or the time and place of such meeting may be fixed by consent in writing by a majority of all the Directors. SECTION 4. Election of Officers. At the first meeting. or at any subsequent meeting called for the purpose, the Directors shall elect a President from their number. a Secretary and a Treasurer, the latter two of which need not be Directors. Such officers shall hold office until the next election of officers and until their successors are elected and qualify. A person may be elected to hold one or more of the above -mentioned offices simultaneously except that the offices of the President and Secretary may not be held by the same person simultaneously. SECTION 5. Regular and Special Meetings. Regular meetings of the Directors may be held with or without notice at such places and times as shall be determined from time to time by resolution of the Directors. Special meetings of the Board may be called by the President or by the Secretary or upon call of any two Directors on at least one day's notice to each Director. SECTION 6. Place of Meetings. The Directors may hold their meetings and have one or more offices and keep the books of the Association and of the Regime inside Washington County, State of Arkansas, at any office or offices of the Association or of the Regime. SECTION 7. Specific Powers of Board of Directors. Without in any way limiting the general powers hereinabove granted to the Board of Directors, it is hereby expressly declared that the Board shall have the following powers, to -wit, except as may be limited by or otherwise governed by the Master Deed: (a) To make and change regulations, not inconsistent with these Bylaws, for the management of the Regime's affairs. (b) To purchase or otherwise acquire for the Regime any real or personal property, rights, or privileges which the Regime is authorized to acquire. (c) To remove any officer and/or any employee for cause. (d) To appoint and remove or suspend such subordinate officers, agents or employees as it may deem necessary for the care, upkeep and surveillance of the general or limited common elements and services of the Regime, and to determine duties, and fix, and from time to time change, the salaries or remuneration of such officers, agents and employees and to require security as and when it thinks fit. (e) To confer upon any officer of the Regime the power to appoint, remove and suspend subordinate officers, agents and employees. (f) To determine who shall be authorized on the Regime's behalf to make and sign acceptances, endorsements, checks, releases, receipts, contracts and other instruments. (g) To the extent approved by at least seventy-five % of the Declared Value of the Condominium, to fix and from time to time. change. if necessary. the amount of assessments to the Members necessary to cover the needs of the Regime and to provide for the care and upkeep of the property and provision of necessary services. all in accordance with the Declared Value of each Unit as set forth in the Master Deed (except as hereinafter provided). (h) To create cormlittees (members of whom shall be natural persons and who shall be or shall represent the owner of a Unit) to maintain architectural control and fiscal control of the Regime and for other purposes. Such committees shall have such powers as are delevated to them in the Resolution of the Board creating each such committee. (1) To exercise such other powers as are specifically granted to the Board elsewhere herein or which might be necessary or required to carry out the duties of the Board. SECTION 8. Compensation of Board of Directors. Members of the Board shall not receive any salary for their services as Directors. ARTICLE VI MEMBERSHIP SECTION 1. Council of Members. Every owner of any Unit in the Regime shall be a Member of the Association (and shall be deemed to be a "Member" with respect to each such Unit owned by that owner). SECTION 2. Place of Holding Meetings. All meetings of the Membership shall be held at the Regime unless written notice of another place for meeting is given on the meeting notice. SECTION 3. Annual Election of Board of Directors. The annual meeting of the Membership for the transaction of business shall be held on a weekday during the month of April of each year, as determined by the Board. At the meeting the Members entitled to vote shall by plurality vote, by ballot if requested by any member, and transact such business as shall be stated in the notice of the meeting. No change of time or place of the annual meeting as fixed by the Bylaws, shall be made within thirty (30) days before the day on which such meeting is to be held. In case of any change in such time or place for such meeting, notice thereof shall be given to each Member entitled to vote, in person or by letter mailed to his last known post office address, forty (40) days before the election is held. SECTION 4. Voting. Each Member shall be entitled to vote in person or by proxy a number of votes equal to Declared Value in the Regime, as reflected on Exhibit C to the Master Deed of the City of Fayetteville Parking Facility Horizontal Property Regime. No proxy shall be voted after eleven months from its date unless such proxy provides for a longer period. Each 4 Unit must cast its vote as a Unit even though there may be more than one owner of an interest in said Unit. No votes representing a division or fractional part of the vote attributable to a single Unit shall be counted. Upon the demand of any Member the vote upon any question before the meeting. shall be by ballot. All elections shall be had and all questions decided by plurality vote except as otherwise provided by these Bylaws and the laws of the State of Arkansas. SECTION 5. Quorum. Except as provided in the next section hereof. any number of Members together owning Units having at least fifty-one percent (51%) of the Declared Value of the Regime (as set forth in the recorded Master Deed) who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. SECTION 6. Adiournment of Meetings. If less than a quorum shall be in attendance at any time for which the meeting shall have been called. the meeting may. after the lapse of at least half an hour, be adjourned from time to time by a majority of the Members present or represented and entitled to vote thereat, and no farther notice thereof need be given other than by announcement at said meeting which shall be so adjourned. SECTION 7. Special Meetings. Special meetings of the members for any purpose or purposes may be called by the President or Secretary, and shall be called upon a requisition in writing, stating the purpose or purposes thereof, delivered to the President or Secretary, signed by a majority of the Board of Directors or by Members holding at least fifty-one percent (51%) of the Declared Value in the Regime, or by resolution of the Board of Directors. SECTION 8. Notice of Special Members' Meeting. Written or printed notice, stating the place and time of the meeting, and the general nature of the business to be considered, shall be given by the President or Secretary to each post office address, at least two days before the special meeting. ARTICLE VII OFFICERS SECTION 1. The officers of the Association (who shall also serve in the same capacity as officers of the Regime) shall be a President, a Secretary, a Treasurer, and such other officers as may from time to time be elected or appointed by the Board of Directors. One person may hold one or more of the officer positions of the Association except that one person shall not serve simultaneously both as President and Secretary. SECTION 2. Duties. The President, when present, shall preside at all meetings of the Board of Directors and at all meetings of the Membership. The President and the other officers of the Association shall have such other powers, duties, and responsibilities as the Board of Directors may, from time to time, fix and declare by resolution. SECTION 3. Treasurer's Bond. If required by the Board, the Treasurer shall give bond with a reputable corporate surety for the faithful discharge of his duties in such amount as the Board may prescribe. The premiums for said bond shall be a general expense of the Regime. 5 SECTION 4. Resianations. Filling of Vacancies. Increase of Number of Directors. Anv Director or officer may resign at any time by written resignation which shall take effect at the time specified therein or, if no time be specified, upon receipt of same by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective. If the office of any Director or officer becomes vacant, the remaining directors in office. no less than a quorum, may appoint any qualified person to fill such vacancy, which person shall hold office for the unexpired term and until his successor shall be duly chosen. The number of members of the Board may be increased or decreased at any time by the affirmative vote of a majority of the Board (or by the affirmative vote of a majority in interest of the Members at a regular meeting or at a special meeting called for that purpose. and, by like vote, the additional Director may be chosen at such meeting to hold office until the next election and until his successor is elected and qualified. ARTICLE VIII INSURANCE The Board, for the benefit of the Units and the Members, shall acquire and shall pay for, out of the conunon expense find hereinafter provided for, insurance of such types, affording such coverages, as set forth in an described in the Master Deed. ARTICLE IX COMMON EXPENSES ASSESSMENTS SECTION 1. Subject to Section 7(g) hereof, within thirty (30) days prior to the beginning of each calendar year the Board shall estimate the net charges to be paid by the Regime during such year (including a reasonable provision for contingencies and replacements less any expected income and any surplus from the prior year's fund). The amount so estimated shall be assessed to the owners of each Unit pursuant to the percentages set forth in the Master Deed. If the sum estimated proves inadequate for any reason, including nonpayment of any owner's assessment, the Board may, at any time, levy a further assessment. which shall be assessed in like proportions, unless otherwise provided herein. Each owner shall be obligated to pay assessments made pursuant to this article to the Board in equal quarterly installments on or before the first day of each quarter during such year, or in such other reasonable manner as the Board shall designate. SECTION 2. The rights, duties and functions of the Board set forth in this Article shall be exercised by Grantor thirty (30) days after the election of the first Board hereunder. SECTION 3. All finds collected hereunder shall be kept in a common expense fund and expended for the purposes herein designated. SECTION 4. The omission by the Board, before the expiration of any year, to fix the assessments for that or the next year, shall not be deemed a waiver or modification in any respect of the provisions of these Bylaws, or a release of the Members from the obligation to pay the assessments, or any installment thereof for that or any subsequent year, but the assessment fixed for the preceding year shall continue until a new assessment is fixed. C, SECTION 5. Amendments to this Article shall be effective only upon unanimous written consent of the Members. SECTION 6. The Board shall keep detailed. accurate records in chronological order, of the receipts and expenditures affecting the general common elements, and/or the limited common elements specifying and itemizing the maintenance and prepaid expenses of the general common elements. andior the limited common elements and any other expenses incurred. Records and vouchers authorizing the payments involved shall be available for examination by any Member at any reasonable time. ARTICLE X DEFAULT IN PAYMENT OF ASSESSMENTS SECTION 1. Each monthly assessment and each special assessment shall be separate, distinct, and personal debts and obligations of the Member against whom the same are assessed. If not paid at the time and in the manner the Board might reasonably direct, such assessments shall be deemed to be delinquent. Suit to recover a money judgment for delinquent assessments shall be maintainable without foreclosing or waiving the lien securing the same. The amount of any delinquent assessment whether regular or special, plus interest at the rate of ten percent (10%) per annum, costs, and a reasonable attorney's fee, shall become a lien upon such Unit upon recordation of a Notice of Delinquent Assessment. Such lien shall have such priority with respect to all other liens and encumbrances, recorded or unrecorded, as is set forth in the Master Deed, in these Articles and Bylaws, and as provided by law. SECTION 2. A certificate executed and acknowledged by the Secretary stating the amount of the indebtedness secured by such lien shall be conclusive upon the Board and the owners as to the amount of such indebtedness on the date of the certificate, in favor of all persons who rely thereon in good faith, and such certificate shall be furnished to any owner or any encumbrancer or prospective encumbrancer of a Unit upon request. Unless the certificate of indebtedness shall be furnished within ten (10) days after requested, all unpaid common expenses which became due prior to the date of the making of such request shall be subordinate to the interest in such Unit held or acquired by the person making the request. Any encumbrancer holding a lien on a Unit may pay any unpaid common expenses payable with respect to such Unit and upon such payment such encumbrancer shall have a lien on such Unit for the amounts paid of the same rank as the lien of his encumbrance. SECTION'). Upon payment or other satisfaction of a delinquent assessment concerning which such a certificate has been so recorded, the Board shall cause to be recorded in the same manner as the certificate of indebtedness a further certificate stating the satisfaction and release of the lien thereof. Such lien for a delinquent assessment may be foreclosed in any mariner permitted by law. In any certificate, recording, foreclosure, or sale, the delinquent member shall be required to pay the costs and expenses of such proceedings and a reasonable attorney's fee. The Board shall have the power to bid on the Unit at foreclosure or other sale and to hold, lease, mortgage and convey the Unit. SECTION 4. Notwithstanding any contrary provisions hereof- 7 (a) The liens created hereunder upon any Unit shall be subject and subordinate to. and shall not affect the rights of the holder of the indebtedness secured by any recorded prior mortgage or similar encumbrance upon such interest made in good faith and for value. provided that after the foreclosure of any such encumbrance any lien created pursuant to Section 1 of this Article shall attach to the interest of the purchaser at such foreclosure sale to secure all assessments. whether regular or special. assessed hereunder to such purchaser as an owner after the date of such foreclosure sale, which said lien. if any. shall have the same effect and be enforced in the same manner as provided herein: (b) No amendment to this Article shall affect the rights of the holder of anv such prior recorded encumbrance unless such holder joins in the execution thereof: (c) By subordination agreement executed by a majority of the Board, the benefits of subsections (a) and (b) above may be extended to encumbrances not otherwise entitled thereto. ARTICLE XI RESTRICTIONS ON USE SECTION 1. The Units and general common elements or limited common elements shall be occupied and used as follows: (a) There shall be no obstruction of the general common elements or limited common elements. Nothing shall be stored in the general common elements without the prior consent of the Board; (b) Nothing shall be done or kept in any Unit or in the general common elements or limited common elements which is in violation of law, or which will cause the cancellation of or increase the rate of insurance on the general common elements or the limited common elements or another Unit or Units; without the prior written consent of the Board: (c) No noxious or offensive activity shall be carried on in any Unit or in the general common elements, or limited common elements, nor shall anything be done therein which may be or become an annoyance or nuisance to the other owners: and (d) Nothing shall be altered or constructed in or removed from the general common elements, or the limited common elements, except upon the written consent of the Board. (e) The Board shall have the power, through adoption of Internal Rules, to add restrictions to those set forth in this Article applicable to general common elements, limited common elements, or both. ARTICLE XII DAMAGE OR DESTRUCTION SECTION 1. In the event insurance indemnity is to be delivered to the Members pursuant to the provisions of Ark. Code Section 18-13-118, each Unit owner shall receive a portion of the indemnity equal to the percentage representing the basic value of that owner's Unit as set forth in the Master Deed. ARTICLE XIII AMENDMENTS SECTION 1. Amendment of Bvlaws. The Membership may, by the affirmative vote of the owners holding a majority of the Declared Value, amend or alter anv of these Bvlaws, as may a majority of the Members of the Board of Directors, provided that at least one assenting Director is the D&W Appointee: provided that any amendment modifying or aftectin the method of administration may be made only by affirmative vote of Members representing two- thirds of the Declared Value of the Reorime as a whole. Any such amendment shall not be effective until it is filed for record in the office of the Circuit Clerk of Washington County, Arkansas. ADOPTED this a,0 4—day of December 2021. CITY OYF kYET�TEVILLE, ARKANSAS ATTEST: %T- Kara Pax U6, City Clerk -Treasure O �4��gia:�aaar9 G °.per "a FAYEri EVILLE g ° C fi yye/ G Ti A����,m 0 OPTIONOR: FAYETTEVILLE DEPOT, LLC, an Arkansas limited liability company By: The House Family LLC, an Arkansas limited liability company, Member By: Gregory T. House Revocable Trust Amended and Restated 7/29/15, Managing Member By: j Gregory T. House, Trustee STATE OF ARKANSAS ) COUNTY OF WASHINGTON ) ss. ACKNOWLEDGMENT On this 20 day of December, 2021, before me, a Notary Public (or before any officer within this State or without the State now qualified under existing law to take acknowledgments), duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named Gregory T. House, Trustee of the Gregory T. House Revocable Trust Amended and Restated 7/29/15, in its capacity as the Managing Member of The House Family LLC, in its capacity as the Member of FAYETTEVILLE DEPOT, LLC, an Arkansas limited liability company (the "Company"), being the person authorized by the Company to execute such instrument, stating his capacity in that behalf, to me personally well known (or satisfactorily proven to be such person), who stated that he is the Trustee of the Managing Member of the Member of the Company, an Arkansas limited liability company, and was duly authorized in his capacity to execute the foregoing instrument for and in the name and behalf of the Company, and further stated and acknowledged that he had so signed, executed, and delivered said foregoing instrument for the consideration, uses, and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 20th day of December, 2021. My Commission Expires:—q4b— Notary Publ 6 OFFICIAL SEAL .. -. f�AATlt: t''APASAINJ tlOTARY PUBLIC . IdSAS WASHIiVGT0N COUN COt M111SStO t 12696949 COMMIS EXP 0J15%2026 �........_........t 8812825.v2 Exhibit A Legal Description A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N. R-,O-W', Washington County. Arkansas. more particularly described as commencing at the North Quarter - Corner (N 1/4) of said Section: said point being a found iron pin: Thence SO?°41'59"W. 1322.01 feet to the Southwest corner of said 40-acre tract: said point being a set cotton spindle: Thence along said 40-line SW)59'3 I "E. 164.88 feet. Thence N02053)'07"E. 13.17 feet: Thence N02053' 12"E, 185.02 feet to the point of beginning; Thence continuing N02053' 12"E. 55.84 feet, Thence S8701 I'31 "E, 51.40 feet; Thence S0205T01 "W, 55.87 feet; Thence N871109'49"W, 5 L" feet to the point of beginning. Containing 2869 square feet more or less. 8812825.2 This Instrument prepared by: Vicki Bronson Conner & Winters, LLP 4375 N Vantage Drive, Suite 405 Fayetteville, AR 72703 479-582-5711 SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: Kind: WARRANTY DEED Recorded: 01/05/2022 at 02:13:21 PM Fee Amt: $30.00 Pape 1 of 4 Washington County, AR Kyle Svlvester Circuit Clerk File2022-00000450 That City of Fayetteville, Arkansas ("Grantor"), for and in consideration of the sum of Ten Dollars ($10.00) and for other good and valuable consideration, paid by Dickson & West Investments, LLC, an Arkansas limited liability company ("Grantee"), the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell and convey unto Grantee the following described lands situated in the County of Washington, State of Arkansas: LEGAL DESCRIPTION ATTACHED AS EXHIBIT "A" Subject to any restrictions, conditions, covenants, rights of way, and easements now of record To have and to hold the same unto the said Grantee and unto its successors and assigns forever, with all tenements, appurtenances and hereditaments thereunto belonging. And Grantor hereby covenants with said Grantee that it will forever warrant and defend the title to the said lands against all claims and encumbrances done or suffered by or through it during the time it held title, but against none other, IN WITNESS WHEREOF, the name of Grantor is hereunto affixed by its undersigned officer as of this 20tclay of December 2021. �;AY LIiw1_1.,.., _ eee A'tl GT0 Page 1 of 3 STATE OF ARKANSAS ) ) SS. ACKNOWLEDGMENT COUNTY OF WASHINGTON ) On this clay personally appeared before rne, a Notary Public, Lioneld Jordan, to me well known (or satisfactorily proven) to be such person, and acknowledged himself/herself to be the Mayor of the City of Fayetteville, and that he, being authorized so to do, had executed the foregoing instniment for the pur mein contained. IN WITNESS VV December 202 b � Z- My commiss BATir�F z c nUBO-o"' °NcouN� set my hand and official seal this 6 *0dav of e v Notar ublic I certify under penalty of false swearing that documentary stamps or a documentary symbol in the legally correct amount has been placed on this instrument. Exempt or no consideration paid if none shown. GRANTEE/AGENT: Signature Mail Tax Statement to: Page 2 of 3 EXHIBIT "A" A part of the Northwest Quarter (NW1/4) of the Northeast Quarter (NE1/4) of Section 16, Township 16 North, Range 30 West, in the City of Fayetteville, Washington County, Arkansas being more particularly described as follows: Commencing at the Northwest Corner of a parcel described in Book 1387, Page 141 said point being the intersection of the South Right -of -Way Line of Dickson Street and the East Right of Way Line of Arkansas and Missouri Railroad. Thence S87°05'47"E along said Right -of -Way line, 5.30 feet; Thence S02'54'13"W, 10.00 feet to the point of beginning; Thence S87'05'47"E parallel to and 10.00 feet South of said South Right -of -Way line, 145.89 feet; Thence S30°54'13"W, 64.35 feet; Thence N59`05'47"W, 18.62 feet; Thence N87°05'47"W, 67.73 feet; Thence S02°54'13"W, 14.64 feet; Thence N87°05'47"W, 22.01 feet; Thence NO2°54'13"E, 23.79 feet; Thence N87°05'47"W, 9.50 feet; Thence NO2`54'13"E, 38.93 feet to the point of beginning. Containing 0.2 acres more or less. Page 3 of 3 0-L0583129936 atL005 STATE OF ARKANSAS DEPARTMENT OF FINANCE AND ADMINISTRATION MISCELLANEOUS TAX SECTION P.O. BOX 896, LITTLE ROCK, AR 72203-0896 Affidavit of Compliance Grantee: DICKSON & WEST INVESTMENTS, LLC Mailing Address: 217 N. EAST AVE. FAYETTEVILLE AR 727010000 Grantor: CITY OF FAYETTEVILLE, ARKANSAS Mailing Address: 113 W MOUNTAIN ST FAYETTEVILLE AR 727010000 Property Purchase Price: Tax Amount: County: Date Issued: Affidavit ID: $263,000.00 $0.00 WASHINGTON 01 /05/2022 590473216 1111111111111 File Number: 21-3594b The grantee/grantor claims the following exemption to the Real Estate Transfer Tax: A transfer to or from the United States, the State of Arkansas, or any of the instrumentalities, agencies, or political subdivisions of the United States or the State of Arkansas. I certify under penalty of false swearing that documentary stamps or a documentary symbol in the legally correct amount has been placed on this instrument Grantee or Agent Name (printed): Grantee or Agent Name (signature): ,as agent for Grantee t��t2L Date: Address City/State/Zip: 75-935-417 7 This Instrument prepared by: Vicki Bronson Conner & Winters, LLP 4375 N Vantage Drive, Suite 405 Fayetteville, AR 72703 479-582-5711 SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: 11111111101111111111111111 Doc ID. 020323140004 Type: REL Kind: WARRANTY DEED Recorded: 01/05/2022 at 02:12:46 Pr Fee Amt: $30.00 Page 1 of 4 Washington County, AR Kyle Sylvester Circuit Clerk File2022-00000449 That Fayetteville Depot, LLC, an Arkansas limited liability company ("Grantor'), for and in consideration of the sum of Ten Dollars ($10.00) and for other good and valuable consideration, paid by City of Fayetteville, Arkansas ("Grantee"), the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell and convey unto Grantee the following described lands situated in the County of Washington, State of Arkansas: LEGAL DESCRIPTION ATTACHED AS EXHIBIT "A" Subject to any restrictions, conditions, covenants, rights of way, and easements now of record. To have and to hold the same unto the said Grantee and unto its successors and assigns forever, with all tenements, appurtenances and hereditaments thereunto belonging. And Grantor hereby covenants with said Grantee that it will forever warrant and defend the title to the said lands against all claims and encumbrances done or suffered by or through it during the time it held title, but against none other. IN WITNESS WHEREOF, the name of Grantor is hereunto affixed by its undersigned officer as of thi P ' F�day of December, 2021._ Fayetteville Depot, LLC The House Family LLC, an Arkansas limited liability company, Member By: Gregory T. House Revocable Trust Amended and Restated 7/29/15, Managing Member By: C--A-A-�,L-A� Gregory T. House, Trustee Page 1 of 3 8885650.v 1 M Vavv'� STATE OF F OMBA ) ) ss. ACKNOWLEDGMENT COUNTY OF ) On this 'ZC; day of December, 2021, before me, a Notary Public (or before any officer within this State or without the State now qualified under existing law to take acknowledgments), duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named Gregory T. House, Trustee of the Gregory T. House Revocable Trust Amended and Restated 7/29/15, in its capacity as the Managing Member of The House Family LLC, in its capacity as the Member of FAYETTEVILLE DEPOT, LLC, an Arkansas limited liability company (the "Company"), being the person authorized by the Company to execute such instrument, stating his capacity in that behalf, to me personally well known (or satisfactorily proven to be such person), who stated that he is the Trustee of the Managing Member of the Member of the Company, an Arkansas limited liability company, and was duly authorized in his capacity to execute the foregoing instrument for and in the name and behalf of the Company, and further stated and acknowledged that he had so signed, executed, and delivered said foregoing instrument for the consideration, uses, and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 12D day of December, 2021. My Commission Expires: 151� Notary P b OFFICIAL SELL. KATIE PAPASAN NOTARY PUBLIC . ARKANSAS "I SHINGTON COUNTY COmmISSIONW 12696949 COMMISSION E`f.P 02/15/2026 I certify under penalty of false swearing that documentary stamps or a Mail Tax Statement to: documentary symbol in the legally correct amount has been placed on this instrument. Exempt or no consideration paid if none shown. GRANTEE/AGENT: Signature 8885650.v 1 Page 2 of 3 EXHIBIT "A" A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W, Washington County, Arkansas, more particularly described as commencing at the North Quarter -Corner (N 1/4) of said Section; said point being a found iron pin; Thence S02°41'59"W, 1322.01 feet to the Southwest corner of said 40-acre tract; said point being a set cotton spindle; Thence along said 40-line S86°59'31 "E, 276.63 feet; Thence N03007'38"E, 13.20 feet; Thence NO3°12'06"E, 81.12 feet; Thence N02014'32"E, 98.08 feet to the point of beginning; Thence N8700259"W, 35.83 feet; Thence N02057'01 "E, 2.00 feet; Thence N87002'59"W, 24.00 feet; Thence N02057'01 "E, 214.57 feet; Thence S87°02'59"E, 57.15 feet; Thence S02014'32"W, 216.59 feet to the point of beginning; Containing 0.3 acres more or less. Page 3 of 3 8885650.v 1 0A/822219M.[LOOS STATE OF ARKANSAS DEPARTMENT OF FINANCE AND ADMINISTRATION MISCELLANEOUS TAX SECTION P.O. BOX 896, LITTLE ROCK, AR 72203-0896 Affidavit of Compliance Grantee: CITY OF FAYETTEVILLE Mailing Address: 113 W MOUNTAIN ST FAYETTEVILLE AR 727010000 Grantor: FAYETTEVILLE DEPOT, LLC Mailing Address: 548 W DICKSON FAYETTEVILLE AR 727010000 Property Purchase Price: $250,000.00 Tax Amount: $0.00 County: WASHINGTON Date Issued: 01/05/2022 Affidavit ID: 631760896 1111111111111 File Number: 21-3594a The grantee/grantor claims the following exemption to the Real Estate Transfer Tax: A transfer to or from the United States, the State of Arkansas, or any of the instrumentalities, agencies, or political subdivisions of the United States or the State of Arkansas. I certify under penalty of false swearing that documentary stamps or a documentary symbol in the legally correct amount has been placed on this instrument Grantee or Agent Name (printed): ,asa Grantee or Agent Name (signature) Address: 4791-935-417 7 Date: City/State/Zip: Doc ID: 020323220010 Type: REL Kind: EASEMENT Recorded: 01/05/2022 at 02:25:05 PM Fee Amt: $60.00 Paqe 1 of 10 Washinqton County, AR Kyle Sylvester Circuit Clerk/� File2022-00000457 Prepared by: Jason N. Bran lent. Esq. Friday Eldredge & Clark. LLP 3425 North Futrall Drive. Suite 103 Fayetteville. AR 72703 TEMPORARY CONSTRUCTION EASEMENT This Temporary Construction Easement ("Agreement") is made this Xday of December, 2021, by and between by and between FAYETTEVILLE DEPOT, LLC, an Arkansas limited liability company ("GRANTOR") and CITY OF FAYETTEVILLE ('`GRANTEE" with Grantor, the "Parties" or, individually, a "Party"). WHEREAS, Grantee is constructing a parking facility on the property described on Exhibit A attached hereto and made a part hereof (the "Grantee Tract"); WHEREAS, Grantor owns property adjacent to the Grantee Tract and which is described on Exhibit B attached hereto and made a part hereof (the "Grantor Tract'); WHEREAS, Grantee desires to perform certain work as described herein on the portion the Grantor Tract lying and which is depicted on Exhibit C attached hereto and which such area bounded by a dashed line highlighted in blue with the designation of ``Depot TCE" (the "Easement Area"); and WHEREAS, Grantor has agreed to grant Grantee a temporary easement for the purpose of constructing certain improvements to the Grantee Tract on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of Ten and No/100 United States Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed: 1. Temporary Construction Easement. Grantor hereby grants Grantee a non-exclusive, temporary construction easement for vehicular and pedestrian access over and across the Easement Area as more particularly described on Exhibit B attached hereto and incorporated herein by reference, for the purpose of ingress and egress of materials, motor vehicles and zn 46518.0001 /8897426.1 machinery to and from the Easement Area during construction of improvements. installation of utilities and landscaping and for other related purposes. Notwithstanding the forgoing, the Grantee shall not be entitled to fence or block access to the Easement Area or claim any exclusive use or entitlement to the Easement Area during the term of this Agreement. ?. Term. The term of this Agreement shall commence on the date of execution hereof by Grantor and Grantee, and shall automatically terminate upon the completion of the construction of the improvements on the Grantee Tract; provided. however. that in no event shall the term of this Agreement extend beyond eighteen (18) months after the effective date of this Agreement. 3. Restoration. Grantee hereby expressly covenants, warrants. and represents to Grantor that upon completion of the improvements, Grantee will, to the fullest extent possible, restore any disturbed or damaged areas of the Grantor Tract to precisely the condition in which they existed prior to the work being performed by Grantee. Without limiting the foregoing. Grantee covenants, warrants, and represents to Grantor that it will promptly backfill and thoroughly compact all trenches, ditches and excavations to minimize settling and will level the surfaces over any such trenches, ditches or excavations to the level in which they previously existed and which correspond to the surrounding grade. Grantee further covenants, warrants, and represents to Grantor that it will promptly remove all excess excavated materials and debris and leave the Grantor Tract in a clean, sanitary condition. If any work performed by Grantee damages any improvement or structure on the Grantor Tract, Grantee, at its sole cost and expense, shall promptly repair or replace the damaged portion of the Grantor Tract with materials of like appearance and quality as nearly as possible to its prior condition. Grantor, at its sole option and discretion, may elect to receive monetary damages for any such damaged portion of the Grantor Tract in lieu of Grantee repairing or replacing the damaged area or item, in an amount equal to the replacement value of the damaged portion of the Grantor Tract, as determined by Grantor. 4. Time Is Of The Essence. Time is of the essence with respect to all provisions of this Agreement. 5. Miscellaneous. (a) Counterparts. This Agreement may be executed in multiple counterparts, and each counterpart when frilly executed and delivered shall constitute an original instrument, and all such multiple counterparts shall constitute but one and the same instrument. (b) Entire Agreement. This Agreement sets forth all covenants, agreements and understandings between the parties with respect to the subject matter hereof and there are no other covenants, conditions or understandings, either written or oral, between the parties hereto except as set forth in this Agreement. (c) Authority. Grantor warrants and represents unto Grantee that Grantor has frill right and authority to execute, deliver and perform this Agreement. 46518.0001 /8897426.1 (d) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (e) Governina, Law. This Agreement shall be governed by. and construed in accordance with. the laws of the State of Arkansas. [Remainder of Page Intentionally, Bank; Signature/Notaq Pages Follow/ 465 18.0001/8897426.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date noted above. GRANTOR: FAYETTEVILLE DEPOT, LLC, an Arkansas limited liability company By: The House Family LLC, an Arkansas limited liability company, Member By: Gregory T. House Revocable Trust Amended and Restated 7/29/15, Managing Member r By: Gregory T. House, Trustee STATE OF ARKANSAS ) ) ss. ACKNOWLEDGMENT COUNTY OF WASHINGTON ) On this 201h day of December, 2021, personally appeared before me Gregory T. House known to me or satisfactorily proven to me to be the person whose name is subscribed to the above document, and he declared and acknowledged that he was duly authorized to and did sign the same in her official capacity as the Trustee of the Gregory T. House Revocable Trust Amended and Restated 7/29/15 and of his own free and voluntary act and deed for the uses and purposes therein contained. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 201h day of December, 2021. My Commission Expires: (C:57=� Notar ublic t oar- clA► sIV\L \TIE PAPAS AN NOTARY PUBLIC, ARKAtJSAS' WASHINGTON COUNTY Copvi issioW 1209694V I C:oiy misSION D<P 0211512026 M 46518\000 1\8897426.v2 GRANTEE: CITY OF B LioneLdlowdan. Mayor ATTEST: e qSG , lWaon. Citv Clerk r ° STATE OF ARKANSAS ) � d9€ { lath ss. ACKNOWLEDGMENT COUNTY OF WASHINGTON ) On this day of October, 2021, before me, a Notary Public (or before any officer within this State or without the State now qualified under existing law to take acknowledgments), duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named Lioneld Jordan, in his capacity as the Mayor of City of Fayetteville (the "City"), to execute such instrument, stating his capacity in that behalf, to me personally well known (or satisfactorily proven to be such person), who stated that he was the Mayor of the City, and was duly authorized in his capacity to execute the foregoing instrument for and in the name and behalf of the City, and further stated and acknowledged that he had so signed, executed, and delivered said foregoing instrument for the consideration, uses, and purposes therein mentioned and set forth. Ver',, TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of. , v' 2021. f BAT�� t� My tiR E��zp' Notary Pu . c �pTARy o� UBL;G�o� �j0�r P N COUNT 5 46518.0001 /8897426.1 EXHIBIT A Grantee Tract Legal Description A part of the NW 1/4 of the NE 1/4 of Section 16, T-16-N, R-30-W. Washington County, Arkansas. more particularly described as commencing at the North Quarter -Corner (N 1/4) of said Section_. said point being, a found iron pin: Thence S02°41'59"W. 1322.01 feet to the Southwest corner of said 40-acre tract; said point being a set cotton spindle; Thence along said 40-line S86°59'31 "E. 276.63 feet; Thence NO3°07'38"E. 13.20 feet; Thence NO3°12'06" E, 81.12 feet; Thence NO2°14'32"E. 98.08 feet to the point of begimiing; Thence N87°02'59"W, 35.83 feet; Thence NO2°57'01"E, 2.00 feet; Thence N87°02'59"W, 24.00 feet; Thence NO2°5TO1"E, 214.57 feet; Thence S87°02'59"E, 57.15 feet; Thence NO2°14'32"E, 3.20 feet; Thence N75°54'08"E, 2.23 feet; Thence N74°43' 16"E,. 64.11 feet; Thence NO3 °45' 12"E, 5.60 feet; Thence S88°26'50"E, 21.54 feet to a point on the west right-of-way line of West Avenue; Thence S02°30'15"W along said west right-of-way line, 244.62 feet; Thence N87°02'59"W, 68.99 feet; Thence S02°57'01 "W, 2.00 feet; Thence N87°02'59"W, 14.84 feet to the point of beginning. Containing 0.8 acres more or less 6 465 18.0001/8897426.1 EXHIBIT B Grantor Tract Legal Description A part of the NW 1/4 of the NE 1,14 of Section 16, T-16-N. R-30-W. Washington County. Arkansas, more particularly described as commencing at the North Quarter - Corner (N 1/4) of said Section: said point being a found iron pin: Thence S02°41'59"W. 13221.01 feet to the Southwest corner of said 40-acre tract. - said point being a set cotton spindle; Thence along said 40-line S86°59'31 "E. 164.88 feet: Thence NO2°53'07E. 13.17 feet to the point of beginning, said point being a chiseled "X" in concrete at the intersection of the North Right -of -Way of Dickson Street and the Easterly Right -of -Way of a railroad; said railroad Right -of -Way being a perpendicular distance of 25.00 feet East of the centerline of existing railroad: Thence along said railroad Right-of-way NO2°53' 12"E, 405.78 feet to the PC of a curve to the left having a radius of 1378.75 feet and a delta angle of 12°07'59", said point being a found iron pin; 25 feet East of said railroad centerline; Thence along said curve an arc distance of 291.97 feet, having a chord bearing and distance of NO3° 18'45"W, 291.42 feet a point, said point being the intersection of the south right-of-way of Lafayette Street and the said easterly railroad right-of-way; Thence along said Lafayette right-of-way N74°55'19"E, 52.10 feet to a point, said point being the intersection of said right-of-way of Lafayette Street and the easterly right-of-way of the original railroad; said intersection point being at a radial distance of 50 feet Easterly of the centerline of the original main track; Thence along said right-of-way Southeasterly along a curve to the right an arc distance of 19.62 feet having a chord bearing and distance of S17")9'45"E, 19.62 feet; Thence leaving said right-of-way S23°57'35"E, 26.57 feet to a point on the southerly face of a concrete block wall; Thence S06°44'34"W, 34.77 feet to a point two feet westerly and two feet southerly of the southwest corner of a concrete pad for an electric transformer; Thence S83°32'56"E. 2.65 feet; Thence S08° 13'57"E, 78.56 feet to a point six feet westerly of the westerly stucco wall of a building; Thence S 1710'42"E, 15.34 feet to a point on the northerly wall of a metal building; Thence along said wall S71 °06'25"W, 5.34 feet; Thence along the westerly side of an elevated, wood, walkway S 17°53'09"E, 82.68 feet; Thence along the southerly end of an elevated, metal, building N74°00'30"E. 6.41 feet said point being a radial distance of 50 feet easterly from the centerline of original main tract; Thence S15°56'50"E, 70.26 feet; Thence S75°54'08"W, 2.23 feet to the corner of a building; Thence S02°14'32"W, 3.20 feet; Thence N87°02'59"W, 57.15 feet; Thence S02°57'01 "W, 214.57 feet; Thence S87°02'59"E, 24.00 feet; 7 46518.0001 /8897426. I Thence S02'57'01-W, 2.00 feet_ Thence S87°02'59"E, 35.83 feet; Thence S02°14'32"W, 98.08 feet; Thence S03°12'06"W, 81.12 feet; Thence N86°58'30'°W, 111.75 feet to the point of beginning. Containing 1.2 acres, more or less, city of Fayetteville, Arkansas. 46518.0001 /8897426.1 EXHIBIT C [Depiction of Easement Areal 46518.0001 /8897426.1 r�C Sr\7020\Mo n775\40-nl.,.gn\S�-11<r\SP"\Xl-f\V X-10200275 1—INC ,p 14 201 010015 C nASE-02W275 C�BLD IN I 1 16 0 n z 0 m cn O m 0 n m z 0 r m U) c Z m C/) X U) m -7 c: z co > z ou '-5 M Z > U) cl) M z M 0 Z � I --I -r U) ED cn T- z 0 z 0 0 c z i z (n U) CITY OF FAYETTEVILLE FASFI,lFNTS AND TRANSIT HUB s olson m PART OF NW ii.i OF THF NE 114 SECTION 16, T16N. R30W m WAS F]INGTON COUNTY, ARKANSAS 102S F2021 M-801 IEL 417.76'..U3 FAYETTEVILLE, ARKANSAS REVISIONS A. Settlement Statement U.S. Department of Housing and Urban Development OMB No. 2502-0265 B. Type of Loan I. ❑ FLIA 2. ❑ Fml IA 3. ❑ Conv Unins 6. File Number 7. Loan Number 8. Mortgage Ins Case Number 4. ❑ VA 5. ❑ Conv his. 6. ❑ Seller Finance 21-3594A 7. ❑ Cash Sale. C. Note: This form is furnished to give you a statement ofactual settlement costs. Amounts paid to and by the settlement agent arc sl umn- Items marked "(p.o.c.)" were paid outside the closing; they are shown here for informational purposes and are not included in the totals. D. Name & Address of Borrower L. Name & Address of Seller F. Name & Address of Lender City of Fayetteville Fayetteville Depot, LLC 113 W. Mountain St P.O. Box 10918 Fayetteville, All 72701 Fayetteville, AR 72703 G. Property Location 11. Settlement Agent Name City Title & Closing LLC County Court Plat, Lot Pt 2-3, Fayetteville, Washington County, AR 3790 N. Bellafont Blvd., Suite 3 548 & 550 Dickson St. Fayetteville, All 72703 Tax ID: 45-1556467 Fayetteville, AR 72701 Underwritten By: Fidelity Place of Settlement L Settlentem Date City Title & Closing LLC 12/2ll/2021 3790 N. Bellafont Blvd., Suite 3 Lund Fayetteville, All 72703 I Summary of Borrower's Transaction K. Summary of Seller's Transaction 100. Gross Amount Due from Borrower 400. Gross Amount Due to Seller 10I . Contract Sales Price S250,000.00 401. Contract Sales Price S250,000.00 102. Personal Property 402. Personal Property 103. Settlement Charges to borrower S24,234.00 403. 104. 404. 105. 405. Adjustments for items paid by seller in advance Adjustments for items paid by seller in advance 106. Special Improvement taxes 406. Special Improvement taxes 107. County property taxes 40T County property taxes 108. Assessment Taxes 408. Assessment "Faxes 109. School property taxes 409. School property taxes 110. 1IOA/POA Dues 410, 1lOA/POA Dues - 1 1 1. Rental prorations 411. Rental prorations 112. 412. 113. 413. 114. 414. 1 is. 415. 116. 416. 120. Gross Amount Due From Borrower S274,234.00 420. Gross Amount Due to Seller S250,000.00 200. Amounts Paid By Or in Behalf Of Borrower 500. Reductions in Amount Due to Seller 201. Deposit or earnest money 501. Excess Deposit 202. Principal amount of new loan(s) 502. Settlement Charges to Seller (line 1400) S87,428.00 203. Existing loan(s) taken subject to 503. Existing Loan(s) Taken Subject to 204. Loan Amount 2nd Lien 504. Payoff of first mortgage loan to 205. 505. Payoff of second mortgage loan to 206. 506. 207. 507. 208. 508, 209. 509. Adjustments for items unpaid by seller Adjustments for items unpaid by seller 210. Special Improvement taxes 510. Special Improvement taxes 211. County property taxes 01/01/21 to 12/20/21 S2,676.23 511. County property taxes 01/01/21 to 12/20/21 S2,676.23 212. Assessment Taxes 512, Assessment Taxes 213. School property taxes 513. School property taxes 214. 11OA/POA Dues 514. 1IOA/POA Dues 215. Rental prorations 515. Rental prorations 216. 516. 217. 517. 218. 518. 219. 519, 220. Total Paid By/For Borrower S2,676.23 520. Total Reduction Amount Due Seller S90,104.23 300. Cash At Settlement Frona fo Borrower 600. Cash At Settlement To/From Seller 301. Gross Amount due from borrower (line 120) S274,234.00 601. Gross Amount due to seller (line 420) S250,000.00 302. Less amounts paid by/for borrower (line 220) S2,676.23 602. Less reductions in ant. due seller (line 520) S90,104.23 303. Cash From Borrower S271,557.77 603. Cash To Seller S159,895.77 Section 5 of the Real Estate Settlement Procedures Act (12ESPA) requires the following: • HUD must develop a Special Information Booklet to help persons borrowing money to finance the purchase of residential real estate to better understand the nature and costs of real estate settlement services; • Each lender must provide the booklet to all applicants from whom it receives or for whom it prepares a written application to borrow money to finance the purchase of residential real estate; • Lenders must prepare and distribute with the Booklet a Good Faith Estimate of the settlement costs that the borrower is likely to incur in connection with the settlement. These disclosures are mandatory. Section 4(a) ofRLSPA mandates that I1UD develop and prescribe this standard form to be used at the time of loan settlement to provide full disclosure of all charges imposed upon the borrower and seller. These arc third pmly disclosures that arc designed to provide the borrower with pertinent infimnation during the settlement process in order to be a better shopper. The Public Reporting Burden for this collection of infirmation is cstinurted to average one hour per response, including the time for reviewing instructions searching existing data sources, galhcring and maintaining, the data ncedcd. and completing and reviewing the collection of infiuut:aion This agency may not collect this information. and \uu rue not required to complete this florin, unless it displays a currently valid OMB control numbel The information requested does not lend itself to confidcntialm Previous Editions are Obsolete Page I Bunn MID-1 (3/86) Handbook 4305 2 Pile No. 21-3594A L. Settlement Charges 700. 'Total Sales/Broker's Commission based on price 5250,000.00 575,000 00 --- --- - - -- ------------- Division of Commission (line 700) as follows: I'aid From Paid from (iono��cr's Seller's Funds at Funds at settlement Settlement 701. 575,000.00 to Sage Real Estate Solutions 702. to 703. Commission Paid at Settlement SOMO 575,000.00 800. Items Payable in Connection with Loan 801. Loan Origination Pee % to 802. Loan Discount % to 803. Appraisal Pee to 804. Credit Report to 805. Lender's Inspection Pee to 806. Mortgage Insurance Application to 807. Assumption Fee to 900. Items Required by Lender To Be Paid in Advance 901. Interest from 12/20/2021 to 1/1/2022 (i) SO/day 902, Mortgage Insurance Premium for months to 903. Hazard Insurance Premium for years to 1000. Reserves Deposited With Lender 1001. Hazard insurance months ti) per month 1002. Mortgage insurance months () per month 1003. Special Improvement Taxes months n, per month 1004. County property taxes months @1 5230.60 per month 1005. Assessment Taxes months (a), per month 1006. School property taxes months (y) per month 100T HOA/POA Dues months ty per month 1008. Rental Prorations months 6-1) per month 1011. Aggregate Adjustment 1100. 'Title Charges 1 101. Settlement or closing fee to City Title & Closing LLC - Closing Pecs 5500.00 5500.00 S400.00 1102. 'Title Services Pee to City Title & Closing LLC - Title Services 1103. FedFx to 1104. Wire to 1105, Document preparation - release to Papasan Law Firm 575.00 1106. Reissue Credit, if available to City Title &Closing LLC - Title Premiums (5286 00) 1 107. Attorney's fees to (includes above items numbers: ) ¢t �l 1108. 'Title insurance to City Title & Closing LLC -Title Premiums 5715.00 (includes above items numbers: ) 1109. Lender's coverage SO.00/SO.00 . 1 1 10. Owner's coverage S250,000.00/5429.00 1200. Government Recording and'I'ransfer Charges 1201. Recording Fees Deed $30.00 ; Mortgage ; Rel to Circuit Clerk Transfer - 5311.00 { i 1202. City/County Transfer Deed ; Mongagc to Fees Deed ;Mortgage -----__-to Department of Finance & 1203. State Transfer FeesAdministration 1204. Tax certificates to S4.00 54.00 1205. E- File Docs to EPN 1206. Record Partial Release from Chambers to Circuit Clerk Transfer S20,00 1300. Additional Settlement Charges 1301. Survey to Olsson 523,700.0(1 Sl L(I(I1um 1302. Pest Inspection/reunite (n/a) to 1303. 2020 Property Taxes (765-12875-000) to Washington County Tax Collector POC (S) 512,850.93 1400. "rota) Settlement Charges (enter on lines 103, Section J and 502, Section K) 524,234.00 587,428.00 I have carefully reviewed the MUD -I Settlement Statement and to the best of my knowledge and belief; it is a true and accurate statement Oki receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a completed copy of pages 1, 2 and 3 of this I It I Settlement Statement. The By: Attc f Fayetteville Depot, 11C, an Arkansas limited liability company By: House Family, LLC, its Sole Member By: The Gregory T. House Revocable Trust. its Managing M t her iy ``o�+��' •G\1 Y 0"C' � egory f. 11ouse, Stec SETTLEMENT AGF'NT CERTIFICxrr0) 1-dNyt 1-i E V;1 1 I,- . I The HUD-1 Settlement Statement which I have preparEl is jtrLIC and accurate account of this transaction. I have caused the funds to rrlishl.IF.Sed in accordan i i t statement. Settlement Agee Warning: It is a cruileo knowingly make false statements to the United States on this or any other similar firm. Penalties upon conviction can include a tine and imprisonment. I -or details see: Title 18 U.S. Code Section 1001 and Section 1010. previous Editions are Obsolete Page 2 I' mi IIUD-I (3/86) 1 landbook 4305.2 • IIC r }0 a title ah � t ,.�.._o S i n g BUYER/SELLER CLOSING CERTIFICATION (Commercial Purchase/Sale Transaction) File -No.: 21-3594A Property Address: 548 & 550 Dickson St., Fayetteville, Arkansas 72701 The undersigned, in connection with the purchase/sale of the property(ies) described on Exhibit -'A" attached hereto (the "Property") hereby states and agrees as follows: PROPERTY TAX PRORATIONS City Title & Closing LLC ("Closing Agent") has prorated the property taxes for the current year from January I of the current year through the date of closing based on the current figures made available by the applicable County Assessor/Collector, and the buyer(s) of the Property have been given a credit for such amount. The undersigned acknowledge and agree that Closing Agent is relying on the tax data made available by the applicable County Assessor/Collector and that such amounts may be changed at any time from the closing date forward. Closing Agent shall not be responsible or liable in any way for any discrepancies in tax amounts provided by the applicable County Assessor/Collector or any adjustments to tax amounts subsequent to the date of closing. If an escrow for tax and/or insurance payments has been required by a lender, Closing Agent has made the necessary entries on the settlement statement as instructed by such lender. The reserves and monthly payments for any such escrow have been provided to Closing Agent by the lender requiring same and were not calculated by Closing Agent. It is the responsibility of the undersigned, not Closing Agent, to contact the County Taxing Authority for the purpose of applying for and receiving any credits for which a property owner may be entitled. It will also be the responsibility of the undersigned, not Closing Agent, to provide lenders with any information necessary to change or update any escrow payment amounts being made to such lender. n/a PROPERTY OWNERS ASSOCIATION ASSESSMENTS TITLE INSURANCE COMMITMENT The undersigned hereby affirm a copy of the commitment for title insurance prepared by Closing Agent in connection with this closing (the "Commitment') has been received and the undersigned and is aware of the matters contained therein. It is the responsibility of the parties to this transaction, not Closing Agent, review the Commitment and satisfy themselves with the contents thereof in connection with this transaction. SURVEY -WAIVER The undersigned acknowledge and agree that unless a new ALTA/NSPS certified Survey approved by Closing Agent was provided to Closing Agent prior to closing, no coverage or protection will be provided on any title insurance policy with respect to matters that would be disclosed on an accurate ALTA/NSPS certified Survey of the Property. It is the responsibility of the undersigned to request such coverages, including but not limited to survey matters, directly from Closing Agent prior to the closing. In the event survey coverage is requested, it is further the responsibility of the undersigned to provide Closing Agent a new ALTA/NSPS certified Survey conforming to the criteria and requirements as determined by Closing Agent's underwriting guidelines. Closing Agent shall not be Page 1 of 3 responsible or liable for any inaccuracies or errors in any survey provided in connection with closing or this transaction. DUE DILIGENCE ITEM Other than the Commitment any other reports prepared by Closing Agent in connection with the closing. Closing Agent has not ordered, prepared or provided and was not responsible for ordering, preparing or providing any due diligence materials related to the Property or this transaction, including but not limited to. surveys. environmental reports, leases, rent rolls, permits. plans. or specifications. Closing Agent shall not be liable in any way for the results or contents of any due diligence items or the accuracy or inaccuracy of same. It is the responsibility of the parties to this transaction, not Closing Agent. to order. review and satisfy themselves with any diligence items and the contents thereof in connection with this transaction. The undersigned are not relying on Closing Agent in way for the review of any due diligence items. ENTITY AUTHORIZATION If a party to this transaction is an entity, or is not otherwise a natural person, the undersigned represent and warrant that the natural person signing closing documents on behalf of such entity has all required authority and approvals to bind the entity to all agreements being executed. In the event it is determined the natural person(s) executing this agreement does not possess all required authority and approvals to bind the entity on behalf of which such natural person is signing, the natural person(s) executing this agreement hereby agrees to be personally liable for all such agreements executed by such natural person(s) on behalf of the entity for which they were not so authorized. REVIEW OF CLOSING DOCUMENTS The undersigned acknowledge and agree that all closing documents provided by Closing Agent related to this transaction, including but not limited to the Commitment and the final settlement statement, have been reviewed and approved by the undersigned prior to execution and that the undersigned understand the content of all such closing documents. Further, the undersigned affirm that they have had adequate opportunity to consult legal and any other professional advice desired by the undersigned in connection with such closing documents. ERRORS AND OMISSIONS The undersigned acknowledge and agree to cooperate to re -execute any documents, initial any changes, or pay any additional amounts and/or fees which may result from clerical errors or omissions, including but not limited to misspellings, incorrect names, incorrect addresses, incorrect legal descriptions, miscalculations, incorrect tax estimates or amounts collected or due, which were made by Closing Agent in good faith and further agree to respond to any such request made by Closing Agent, a lender or other party involved, in a timely manner and consistent with such request. The undersigned further agree to indemnify, defend and hold Closing Agent harmless from any and all damage or liability resulting from the inaccuracy of any matter set forth herein. EXECUTED AND DELIVERED THIS 20TH DAY OF DECEMBER, 2021. The City o ett ,'[)rkans s Fayetteville Depot, LLC, an Arkansas 1/ limited liability company ` By: House Family, LLC, its Sole Member By: The Grego y T. House Revocable Trust, oip its Mana i ember Attest: lara Clerk-T eas r� Y: o,�',utotettl�,z regory T. House, Trustee PK '���! s411NGT� File No.: 21-3594A EXHIBIT "A" A part of the NW'/, of the NE'/a of Section 16, Township 16 North, Range 30 West, Washington County, Arkansas more particularly described as commencing at the North Quarter -Corner (N %,) of said Section; said point being a found iron pin; thence S 02141'59" W 1322.01 feet to the Southwest corner of said 40-acre tract, said point being a set cotton spindle; thence along said 40-line S 86059'31 " E 276.63 feet; thence N03007'38" E 13.20 feet; thence N03012'06" E 81.12 feet; thence N 02114'32" E 98.08 feet to the point of beginning; thence N 87°02'59" W 35.83 feet: thence N 02157'01" E 2.00 feet; thence N 87102'59" W 24.00 feet; thence N 02157'01" E 214.57 feet; thence S 87°02'59" E 57.15 feet; thence S 0211432" W 216.59 feet to the point of beginning; containing 0.3 acres, more or less. Said tract being shown as Parcel 3 on a Lot Split and Property Line .adjustment by Olsson, Inc., dated Vlav 25, 2021 and filed for record as Land Document No. 2021-00044221 of the records of Washington Countv, Arkansas. DISCLOSURE OF CLOSING AND SETTLEMENT RISK WAIVER (Pursuant to Public Act 684) File No. 21-3,594A Date: December 20, 2021 Issued BN- City Title & Closing LLC, agent for Fidelity National Title Insurance Company To Buyerlsl/Borro\verfsl- Chi of Fayetteville Purchasing Propert\ Identified As: Address '348 & 5,50 Dickson St. Fayetteville, AR 72701 Legal Description. County Court Plat, Lot Pt 2-3, Fayetteville, Washington County, AR Pursuant to the requirements of Public Act 684 and Rule 87, notice is hereby given that closing protection letter coverage is available to you for your protection by the Company as part of the above proposed transaction. XNO CLOSING PROTECTION LETTER IS REQUESTED. The Company is not providing any protection to you for closing or settlement funds received by it. or its policy issuing agency or agent. _ YES, CLOSING PROTECTION LETTER IS REQUESTED. The Company will provide you with protection for closing or settlement funds received by it_ or its policy issuing agency or agent at a cost of S25.00 per letter, as set forth by statute. Waiver This is to certity that the foregoing election ofa closing protection letter has been offered to me. and that I understand that the title insurer may or may not provide any protection to me for closing and settlement funds received by it, or its policy issuing agency or agent upon the selection made by me. ` The City of F etteville, Arkansas B3 . t lone orda . ayor Attest: t / A,- Kar: Pa , ity Clerk -Treasurer C�-7 °°°° F-F; �+ t AYETTEVILLE;� DISCLOSURE OF CLOSING AND SETTLEMENT RISK WAIVER (Pursuant to Public Act 684) File No. 21-3594A Date: December 20, 2021 Issued By: City Title & Closing LLC, agent for Fidelity National Title Insurance Company To Seller(s): Fayetteville Depot, LLC Selling Property Identified As: Address: 548 & 550 Dickson St. Fayetteville, AR 72701 Legal Description: County Court Plat, Lot Pt 2-3, Fayetteville, Washington County, AR Pursuant to the requirements of Public Act 684 and Rule 87, notice is hereby given that closing protection letter coverage is available to you for your protection by the Company as part of the above proposed transaction. ZNO CLOSING PROTECTION LETTER IS REQUESTED. The Company is not providing any protection to you for closing settlement funds received by it, or its policy issuing agency or agent. _ YES, CLOSING PROTECTION LETTER IS REQUESTED. The Company will provide you with protection for closing or settlement funds received by it, or its policy issuing agency or agent at a cost of $25.00 per letter, as set forth by statute, Waiver This is to certify that the foregoing election of a closing protection letter has been offered to me, and that I understand that the title insurer may or may not provide any protection to me for closing and settlement funds received by it, or its policy issuing agency or agent upon the selection made by me. Fayetteville Depot, LLC, an Arkansas limited liability company By: House Family, LLC, its Sole Member By: The Gregory T. House Revocable Trust, its Managing M mber By: go�T. House, rustee --