2415 ORDINANCE NO. o/4IS
AN ORDINANCE TO WAIVE COMPETIVE BIDDING AND APPROVE
THE PURCHASE OF APPROXIMATELY 24.28 ACRES OF PROPERTY
KNOWN AS THE COX PROPERTY LOCATED IN TRACT 5 ON PORT
ROAD, WEST MEMPHIS ARKANSAS FOR THIRTY FIVE THOUSAND
DOLLARS ($35,000.00) PER ACRE TO BE DETERMINED BY A
SURVEY THAT WILL BE USED AS A TRANSLOAD FACILITY AS PART
OF THE TIGER IV GRANT THAT WAS AWARDED TO THE CITY,
DECLARING AN EMERGENCY, AND FOR OTHER PURPOSES.
WHEREAS, the City Council of the City of West Memphis has previously
approved and authorized the acceptance of the TIGER IV Grant for $10,953,244.00;
and
WHEREAS, the acquisition of the property consisting of approximately 24.28
acres known as the Cox Property located in Tract 5 on Port Road was a part of the
grant project; and
WHEREAS, the acquisition cost of Thirty Five Thousand dollars (35,000.00) per
acre to be determined by a survey is to be completely funded from the TIGER IV Grant
with no local match requirement; and
WHEREAS, it is not feasible or practical to obtain competitive bids for the
acquisition of real property;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WEST MEMPHIS, ARKANSAS, THAT:
Section 1. Competitive bidding is hereby waived for the acquisition of the
property consisting of approximately 24.28 acres known as the Cox Property located in
Tract 5 on Port Road for Thirty Five Thousand dollars ($35,000.00) to be determined by
a survey, to be paid entirely from the TIGER IV Grant funds, and the acquisition of said
property is hereby approved and accepted, subject to the final approval of the Mayor of
West Memphis.
Section 2. The Mayor is hereby authorized, subject to his approval of the final
agreement, to execute the agreement on behalf of the City of West Memphis, Arkansas,
and to take any and all other actions as may be necessary or required to acquire the
property consisting of approximately 24.28 acres known as the Cox Property located in
Tract 5 on Port Road.
Section 3. All ordinances or parts of ordinances in conflict herewith are hereby
repealed to the extent of any such conflict.
Section 4. Emergency Clause. It having been found and determined by the City
Council of the City of West Memphis, Arkansas, that an urgent and immediate need
exists to acquire the real property consisting of approximately 24.28 acres located in
Tract 5 on Port Road in order to comply with the time constraints of the TIGER IV Grant
and to permit the timely development of the project as contemplated in the TIGER IV
Grant, an emergency is hereby declared, and this ordinance being necessary for the
preservation of the peace, health, safety and welfare of the citizens of West Memphis,
Arkansas, shall be in full force and effect from and after the date of its passage and
approval.
PASSED AND APPROVED this /S"- day of ...3EPTa . , 2016.
J
WILLIAM H. JOHNS , Mayor
ATTEST:
PHIL PARA, City Clerk
RECEIVED
City Clerk's Office
Date/Time C1 _/()
By wu„4_,_u3c,���ch
.rr.
and ALLISON COX ESTES, Sellers
By:
RICHARD WILLIFORD, Agent
CITY OF WEST MEMPHIS, ARKANSAS
Purchaser
By:
Name:
Title:
3
REAP:ESTA"T"E SALE CONTRACT OFFERAND
ACCEPTANCE
(Total number of executed copies made 3)
Date: (Y�(-
-ohP-C R . 2016
To ALLEN COSI, et al (collectively "Seller") c/o Williford Realty Co. ("Agent")
1. Offer to Purchase and Legal Description The undersigned, herein called the Purchaser, offers to buy,
subject to the terms set forth herein, the following property: approximately 24.28 acres known as the Cox
Property on Port Road, West Memphis,Crittenden County, Arkansas, and referred to as Tract#5 on the
attached copy of the plat map,. See Exhibit "A"attached hereto.
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2. Purchase Price. The Purchaser agrees to purchase and accept the Property after all conditions and
contingencies have been met for the total price of Thirty-Five Thousand Dollars $35.000)per acre to be
determined by a survey of the property to be performed by a surveyor mutually agreeable to both parties. Each
party shall pay one half of the cost of said survey.
3. Special Conditions: None
4. Due Diligence:
A) The above offer is expressly contingent upon Purchaser exercising due diligence in
investigating the property to verify that the property is suitable for purchaser's intended use. Said }
contingency will be removed within 60 days from the date of execution of this agreement. In the event
that the Purchaser is not satisfied with the property, he is to notify the Agent within said 60 day period
in writing and the earnest money will berefunded, at which time this agreement will be null and void. In
the event Purchaser does not notify agent within said 60 day period, this contingency shall be
satisfied and removed, and a closing date will be set.
B) The Purchaser may perform an Environmental Site Assessment during said 60 day due diligence period.
If an ESA is available, Seller will provide a copy to the Purchaser for review. If one is not available }
Purchaser, at its sole expense,will hire a contractor to conduct a Phase I assessment. If Purchaser
desires additional testing and Seller consents to same, Purchaser shall be responsible for any
Phase II expense. Should Seller and Purchaser not agree on the Phase II testing, Purchaser may
terminate this agreement. In such event, this contract will be null and void and
agent will return the earnest money to the Purchaser.
5. Closing Costs. Seller and Purchaser will pay their standard respective closing costs.
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6. Survey. See paragraph 2., above.
7. Closing Date. Closing will take place within 15 days after the contingency is removed.
8. Condition of Property. Property is being purchased "as is".
9. Funding. Purchaser's funding is contingent upon the release of funds designated forthis
acquisition by Department of Transportation on or about 61r 1 g , 2016.
10. Conveyance. Conveyance shall be made to Purchaser, or as directed by Purchaser, by
general warranty deed, except it shall be subject to recorded restrictions and easements, if
any.
11. Title. FollwAing the removal of the due diligence contingency, the Seller shall furnish at
Seller's cost a commitment for an owner's title insurance policy, if objections are made to title,
Seller shall have a reasonable time to meet the objections. Purchaser is responsible for the premium cost of the title
insurance coverage.
12. Earnest ?Money. Purchaser herewith tenders $ C'rJ.w_ as earnest money, to
become part of purchase price upon acceptance. This sum shall be held by Agent and if offer is
not accepted or if title requirements are not fulfilled, it shall be promptly returned to Purchaser.
If: after acceptance. Purchaser fails to fulfill his obligations, the eamestmoney shall become
liquidated damages, which fact shall not preclude Seller from asserting other legal rights, which
they may have because of such breach.
13. Taxes and Special Assessments. Taxes and special assessments, due on or before the
closing date, shall be paid by the Seller. Current general taxes and special assessments shall be
pro-rated as of the date of closing based upon the last tax statement.
14. Purchaser Certification. Purchaser certifies that he has inspected the property and it is
not relying upon warranties, representations or statements of the Agent or Seller as to the age
or physical condition of the property or any improvements thereon. The risk of loss or
damage to the property by fire orother casualty occurring up to the time of transfer of title on
closing date is assumed by Seller.
15. Binding Agreement. This offer is binding upon Purchaser if accepted, executed and
returned to Purchaser on or before five days from date of contract set forth above. This is a
legal document and as such should be reviewed by an attorney if you are not familiar with
the content.
16. Agency Disclosure. The undersigned Seller and Purchaser hereby acknowledge that they
have worked exclusively with Richard Williford of Williford Realty Company regarding the
sale/acquisition of this property. Real Estate Agents are required to disclose which
party/parties they represent in a transaction. The purpose of the Agency Disclosure
Statement is to acknowledge that the disclosure occurred. .
17. Real Estate Commission. The Seller agrees to pay Richard Williford of Williford
Realty Company, a fee of six per cent(6%)of the gross total sales price at closing for
professional services rendered in securing said Offer. If for any reason the earnest money
provided for herein is forfeited by the Purchaser underthe provisions hereof, same shall be
divided equally between Seller and Agent after payment to Agent of his incurred expenses.
18. Number of Pages in Document. The following elements constitute the entire
agreement:a)three(3)page Offer and Acceptance Contract Form, b)Exhibit"'A" Survey of
the property and c) Environmental Memorandum.
THE ABOVE OFFER IS ACCEPTED
ON THE q*DAY OF
2016. RLC FAMILY PARTNERS, LP, a
Tennessee limited partnership, ROBERT
R. GARNER, Trustee of the Garner
Family Trust u/t/d September 22, 2011,
ALLEN COX, III, an unmarried person,
"TES, Sellers
and ALLISON COX I✓S
7
R HARD WILLI R , agent
CITV Of- WEST MEMPHIS, ARKANSAS
Purchaser
Name• � �.�./.ti5d
Title:
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Environmental Notice
The Seller warrants to his knowledge no substances deemed hazardous by the Environmental Protection
Agency(EPA)are located oti the property and further that no violations of FPA law exist on the site.
further. Seller and Purchase are hereby forewarned as to their individrtal responsibilities regarding
environmental matters relative to this location.
Comprehensive Federal and State laws and regulations have been enacted in the last fey years in an effort
to develop controls over the use,storage, handling,clean-up.removal and disposal of hazardous wastes or
substances. Some of these laws and regulations, such as.for example, the so-called "Superfund Act",
provide for broad liability schemes wherein an owner,tenant or other user of the property may be liable for
clean-up costs and damages regardless of faalt. Other laws and regulations set standards for the
handling of asbestos or establish requirements for the use,modification,abandonment or closing of
underground storage tanks.
It is not practical or possible to list all such laws and regulations in this Notice.Therefore,owners,buyers 1
and tenants are urged to consult legal counsel to determine their respective rights and liabilities with
respect to the issues described i n this notice as well as other aspects of the proposed transaction. If
hazardous wastes or substances have been or are going to be used,stored,handled or d isposed of on this
property,or if the property has or may have underground storage tanks, it is essential that legal and
technical advice be obtained to determine,among other things,what permits and approvals have been or
and expenses associated with the use,storage.handling,clean-
may be required, if any,the estimated cost
up, removal or disposal of the hazardous wastes or substances and what contractual provisions and
protections are necessary or desirable. It may also be important to obtain expert assistance for site
investigations and building inspections, t
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The past uses of the property may provide valuable information as to the likelihood of hazardous wastes or z
substances,or underground storage tanks being on the property.
Although.Richard Williford of Williford Realty Company. will disclose any knowledge he actually K:
possesses with respect to the existence of hazardous wastes or substances,or underground storage tanks on t,
the property. Richard Williford of Williford Realty Company nor agent have not made investigations or
obtained reports regarding the subject natter of this notice,except as may be described in a separate written
document signed by Richard Williford of Williford Realty Company and/oragent.Richard Williford
Williford Realty Company nor agent make no representations regarding the existence or nonexistence of
hazardous wastes or substances, or underground tanks on the property. You should contact a 1`
professional.such as a civil engineer,geologist, industrial hygienist or other persons with experience in r
these matters to advise you concerning the property.
The phrase"hazardous wastes or substances" is used.in this notice in its very broadest sense and includes,
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but is not limited to,petroleum base products,paints and solvents,lead,cyanide,DDT,printing inks,
acids,pesticides,ammonium compounds,asbestos, PCBs,and other chemical products. Hazardous wastes r
or substances and underground storage tanks may be on all types of real property. This Notice is therefore t 1'
meant to apply to any transaction involving any type of real property,whether improved or un- improved.
Therefore Richard Williford of Williford Realty Company and agent will be held harmless by the Seller
and/or Purchaser for any claims arising from violations of federal or state laws as delineated above
regarding hazardous wastes orsubstances and underground storage tanks. }
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AMENDMENT TO
REAL ESTATE SALE CONTRACT OFFER AND ACCEPT �CE
This Amendment to heal Estate Sale Contract Offer and Acceptance tid December
2016. is entered into by and between The City of West Memphis,Arka sa?s, (Purchaser),
and RLC Family Partners,LP,a Tennessee limited liability partnership. Robe �. Garner,
Trustee of the Garner Family Trust u/t/d September 22,201,Allen Cox.III, a ulnmamed person,
and Allison Cox Estes(Sellers).
WHEREAS,the Parties entered into a Real ):state Sale Contract Offe and Acceptance
dated October 24, 2016. (Agreement); and
WHEREAS,the Agreement provided for a due diligence period of si yj(60)days from
the date of the Agreement;and
WHEREAS,the Parties mutually agree that additional time will be neessary to exercise
the due diligence necessary for this proposed transaction and that the due dilig n�e period should
be extended to January 31,2017; and
ding Diamend Rtpelitte eexde� twit.the
RaTUSS agF&S that the dO ..tiGh of the ru
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THEREFORE, for and in consideration of the premises and the mu ual covenants and
agreements hereinafter set forth,and other good and valuable consideration,the r eipt and sufficiency
of which are hereby acknowledge,the Parties agree as follows:
.
Section 2. Section 4(A)of the Agreement is hereby amended to read Is Follows:
The above offer is expressly contingent upon Purchaser exercisin 4ue diligence in
investigating the property to verify that the property is suitable for purchaser's intended use. Said
contingency will be removed by January 31,2017. In the event that the Purch sor is not satisfied
with the property,he is to notify the Agent no later than January 31,2017,in wriitinp and the earnest
money will be refunded,at which time this agreement will be null and void.Int o event Purchaser
does not notify Agent no later than January 31, 2017, this contingency sha t be satisfied and
removed,and a closing date will be set.
Section 3. Except as expressly modified in this Amendment,the remaindr of the Agreement
shall remain in full force and effect.
Section 4. This Amendment may be executed in counterparts, inclu i*g by electronic
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transmission.each of H h i ch shall be deemed to constitute an original;and all ohich together shat l
constitute one and the same instrument.
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IN WITNESS WHEREOF,the Parties have caused this Amendment lo a executed by their
respective duly authorized officers on,and effective as of,the first date abov ritter,
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CITY OF WEST MEMPHIS, RLC FAMILY PART ERS,LP,A
ARKANSAS,Purchaser TENNESSEE LIMITE LIABILITY
PARTNERSHIP,ROE T R.GARNER,
TRUSTEEOFTHEGA ER FAMILY t
TRUST U/T/D SEPTE ER 22,201,
Name: William H.Johr66 ALLEN COX,III,AN U MARRIED
Title: Mayor PERSON,AND ALLIIS N COX ESTES, i
Sellers
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Name:R' and Willifor e�
Title:Agent f
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