The law firm of Wellman & White delivered a deposit Wednesday for its clients who wish to buy the Roanoke Rapids Theatre, City Attorney Geoffrey Davis confirmed this morning.
The deposit represents 5 percent of the $1.5 million cash offer proposed in a letter hand-delivered to the city on Tuesday, a proposed offer which the council unanimously approved after rescinding acceptance of a proposed cash offer of $1.75 million from Victor Freeman and his Victor Enterprises company which did not come through with its deposit.
Receipt of the deposit from Wellman & White means the city can proceed with a 10-day upset bid process which will close on June 19.
The notice, which will be included in rrspin’s City Page Friday, says persons wishing to upset the offer that has been received shall submit a sealed bid with their offer to the office of the city clerk located at city hall at 1040 Roanoke Avenue by 11 a.m. June 19. At that time the city clerk will open the bids, if any, and the highest qualifying bid will become the new offer. If there is more than one bid in the highest amount, the first such bid received will become the new offer.
The notice explains that a qualifying higher bid is one that raises the existing offer to an amount not less than $1,575,050. A qualifying higher bid must be accompanied by a deposit in the amount of 5 percent of the bid.
The city council must approve the final high offer before the sale is closed, which it will do within 30 days after the final upset bid period has passed. The city reserves the right to withdraw the property from sale at any time before the final high bid is accepted and the right to reject at any time all bids.
Meanwhile, in the hand-delivered letter from Wellman & White the city received Tuesday, attorney William White said the firm was asked to deliver the document on behalf of an investment group.
Davis said during Tuesday’s meeting that while there has been some changes in the makeup of the group Wellman & White is representing, it is essentially the same offer that was on the table tendered by White on behalf of a group that was the subject of a special called meeting last month.
White had submitted the original proposed offer on behalf of Weldon Mills Properties and other parties.
White said in the letter that the investment group will be creating a new limited liability company if it is the last and highest bidder.
The letter includes the following proposed terms:
The buyer shall have 60 days after the execution of the contract of sale to conduct its due diligence including title examination, survey, environmental testing, testing of all equipment, and conducting inventory of all equipment and supplies used in the operation of the venue.
Closing shall occur 30 days after the expiration of this due diligence period.
If during the due diligence period the buyer discovers any exceptions to title and/or deficiencies, the buyer will notify the seller in writing of the exception and/or deficiencies. The seller shall have 15 days to respond to the exceptions and/or deficiencies. If the seller decides not to cure any exceptions and/or remove any deficiencies, then at the option of the buyer, the contract of sale shall be null and void, whereupon all funds deposited with the city clerk shall be refunded. The seller must be able to convey marketable fee simple title, free and clear of all liens and encumbrances, except for easements and rights of way which service the Roanoke Rapids Theatre, and any other exceptions to title which are acceptable to the buyer.
All equipment must be in good working order at the time of closing.
Until closing the seller shall be responsible for all expenses, including but not limited to insurance, utilities, maintenance, and the like, and will not terminate any utility service or maintenance contract.
The seller shall deliver to the buyer at closing the premises in the same condition as examined during the due diligence period and confirmed by both parties within 24 hours of closing.
