Agenda 09/15/16 PLEASE TURN OFF ALL CELL PHONES
AGENDA
WEST MEMPHIS CITY COUNCIL
SEPTEMBER 15,2016
PRAYER:
CALL TO ORDER:
ROLL CALL:
BID OPENING: PUBLIC WORKS DEPARTMENT- 2016 ASPHALT OVERLAY
AND STREET IMPROVEMENT PROJECT
MINUTES: APPROVE OR CORRECT MINUTES OF SEPTEMBER 1, 2016
OLD BUSINESS:
NEW BUSINESS: R-1 A RESOLUTION APPROVING THE SETTLEMENT OF AN
ACTION STYLED KEYA TURNER v. CITY OF WEST MEMPHIS
AND AUTHORIZING THE MAYOR TO EXECUTE THE
SETTLEMENT AGREEMENT AND TO TAKE SUCH OTHER
ACTIONS AS MAY BE NECESSARY TO EFFECTUATE THE
SETTLEMENT,AND FOR OTHER PURPOSES
R-2 A RESOLUTION TO APPROVE AND AUTHORIZE THE
ACCEPTANCE OF AN AMENDED TIGER IV GRANT AGREEMENT
FOR THE DESIGN AND UPGRADE TO THE EXISTING FRIDAY
GRAHAM INDUSTRIAL RAIL, THE ACQUISITION OF
APPROXIMATELY 44 ACRES OF PROPERTY,AND THE DESIGN
AND CONSTRUCTION OF A TRANSLOAD FACILITY AND
FOR OTHER PURPOSES
R-3 A RESOLUTION APPROVING THE 2016 BUDGET
0-1 AN ORDINANCE TO AMEND ORDINANCE 2408 REGARDING
THE COST OF RE-CHASSISING OF THE EXISTING JET A
REFUELER FOR THE WEST MEMPHIS MUNICIPAL AIRPORT,
AND FOR OTHER PURPOSES
0-2 AN ORDINANCE TO WAIVE COMPETITIVE BIDDING AND
APPROVE THE PURCHASE OF APPROXIMATELY 20 ACRES
OF PROPERTY LOCATED AT 2100 PORT ROAD,WEST MEMPHIS,
ARKANSAS FOR ONE MILLION TWO HUNDRED THOUSAND
DOLLARS ($1,200,000) 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
0-3 AN ORDINANCE TO WAIVE COMPETITIVE 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 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
PERMISSION
REQUEST: PLANNING COMMISSION RECOMMENDATIONS(SEE
MATERIAL IN PACKETS)
PERMISSION TO PURCHASE PROPERTY NEXT DOOR TO
THE WEST MEMPHIS UTILITY OFFICE
PAGE 2
AGENDA
WEST MEMPHIS CITY COUNCIL
SEPTEMBER 15, 2016
PERMISSION TO PAY PIERCE MANUFACTURING INC.,
$896,700.00 FOR A NEW FIRE TRUCK
PERMISSION FOR THE MAYOR TO SIGN A LOAN AGREEMENT
WITH FIDELITY NATIONAL BANK FOR$896,700.00 FOR THE
NEW FIRE TRUCK,USING WEST MEMPHIS UTILITY
COMMISSION FOR COLLATERAL AT AN INTEREST RATE OF
2.7% FOR 5 YEARS.
DISTRIBUTION OF DOG TRACK FUNDS FROM SOUTHLAND
GAMING AND RACING IN THE AMOUNT OF$72,494.32 TO BE
DISTRIBUTED TO BOY'S AND GIRLS CLUB.
COMMITTEE
REPORTS:
APPOINTMENTS:
ANNOUNCEMENTS:
CITIZENS REQUEST:
ADJOURNMENT:
MINUTES
WEST MEMPHIS CITY COUNCIL
SEPTEMBER 1, 2016
A regular meeting of the West Memphis City Council was held on Thursday, September 1, 2016 at 1:30
p.m. in the City Council Chambers at City Hall, 205 S. Redding, West Memphis, Arkansas.
Invocation was given by Pastor Smith. Mayor Johnson called the meeting to order at 1:30 p.m. Phillip
Para, City Clerk, called the roll. Those present were: Mayor William H. Johnson, City Attorney David
Peeples, City Treasurer Frank Martin and Councilors, Helen Harris, Marco McClendon, Willis Mondy,
James Holt, Melanie Hutchinson, Lorraine Robinson, Tracy Catt, and Ramona Taylor. Absent were
Councilors Taz Tyrone and James Pulliaum. Quorum being present, Mayor Johnson proceeded with the
meeting.
BID OPENING
Bids for the Delta Regional River Park Trails were opened at 1:00 by Paul Luker, Director of Planning and
Development and copies of the bid tabulation were given to City Council. Councilor Catt made a motion,
seconded by Councilor Taylor to refer to Planning & Development for disposition. Upon voice vote, the
voting was unanimous. (See attached)
MINUTES
Councilor Catt moved, seconded by Councilor Taylor to dispense with the reading of the minutes of
August 18, 2016 City Council Meeting and approve them as submitted. Upon voice vote, the voting was
unanimous to approve.
OLD BUSINESS
There was no Old Business.
NEW BUSINESS
Councilor Catt moved, seconded by Councilor Taylor to suspend the rules and read R-1, and 0-1 by title
only. Upon voice vote, the voting was unanimous.
R-1 A RESOLUTION TO CONFIRM THE PAYMENT OF ENGINEERING AND CONSTRUCTION
EXPENSES ASSOCIATED WITH THE PROJECT DESIGNATED AS INGRAM BLVD.-WEST
(SOUTHLAND DRIVE)WEST MEMPHIS,JOB 110610 AND FOR OTHER PURPOSES
City Attorney Peeples read Resolution by title only. Councilor Taylor moved, seconded by Councilor
Mondy to approve R-1. Upon voice vote, the voting was unanimous to approve. The Resolution was
assigned No. 2108.
0-1 AN ORDINANCE WAIVING COMPETITIVE BIDDING FOR SERVICES FOR THE CITY OF
WEST MEMPHIS AND THE CITY OF WEST MEMPHIS ADVERTISING AND PROMOTION
COMMISSION TO BE PROVIDED BY FESTIVE DESIGNS, INC., AND FOR OTHER PURPOSES
City Attorney Peeples read the Ordinance for the FIRST time. Councilor Robinson made a motion,
seconded by Councilor Taylor to suspend the rules and place the Ordinance on the second reading.
Upon voice vote, the voting was unanimous. City Attorney Peeples read the Ordinance for the SECOND
time. Councilor Robinson made a motion, seconded by Councilor Taylor to further suspend the rules and
place the Ordinance on the third and final reading. Upon voice vote, the voting was unanimous. City
Attorney Peeples read the Ordinance for the third and final time. Councilor Robinson made a motion,
seconded by Councilor Taylor to approve the Ordinance. Upon voice vote, the voting was unanimous.
The Ordinance was adopted and assigned No. 2412.
PERMISSION REQUESTS
Councilor McClendon made a motion, seconded by Councilor Taylor to approve payment of$120,479.50
to Crisp Contractors. Upon voice vote, the voting was unanimous.
ANNOUNCEMENTS
Ward Wimbish, Director of Economic Development addressed the Council. He announced he would be
leaving soon and wanted to take this opportunity to update the council on a couple of things. In two
weeks, he will be taking a similar position for the City of Eugene, Springfield and Lane County in Oregon.
To update the council, he said for the fourth year in a row West Memphis won marketing awards at the
annual Southern Economic Development Council Conference. He also wanted the Council to know that
by the next City Council Meeting he should have the agreement for the eleven million dollar Tiger Grant
ready to go back on the agenda for approval after it was taken off several times for revisions to be made.
This grant will be for upgrading our existing 2.5 miles of industrial rail, to acquire 44 acres of property
along the rail, and to build a Trans Load facility there. The next item that will need the Council's approval
will be to approve the revised contract with the engineering firm for this project. The contract was
previously approved by the City Council, but now needs approval with the revisions. Mr. Wimbish said
he really loved working for the City of West Memphis, Mayor Johnson, and the City Council.
Councilor McClendon asked Mayor Johnson to check into spraying to kill the grass on the lot where
Mayfair Apartments were torn down.
Having no further business to come before the City Council, Councilor Harris moved, seconded by
Councilor Taylor to adjourn. Upon voice vote, the voting was unanimous. The meeting adjourned at
1:45 p.m.
PASSED and APPROVED this 15th day of September,2016.
William H. Johnson, Mayor
ATTEST:
Phillip Para, City Clerk
Minutes prepared by: Cindy Greenwood, Sr. Deputy City Clerk
Si
h Y N}
CITY OF WEST MEMPHIS
Went Memphis, Arkansas 72301
Planning and Development
Ph#(870)732-7520
MEMO
TO: Mayor William H. Johnson and City Council Members
FROM: Christine Byrd, Planning Commission Coordinator
DATE: September 1, 2016
RE: Recommendations from the regular scheduled Planning Commission meeting held
on Wednesday, August 31, 2016, to the Mayor and City Council, on Thursday,
September 15, 2016.
I. SUBDIVISIONS:
A. Subdivision Plat Lots 1 & 1-A, House Subdivision, approximately
1797 East Service Road, Application Case #SD-03-16—The West Memphis Planning
Commission recommended approval of Subdivision Plat Lots 1 & 1-A, House
Subdivision, presented by Sorrell-Smith Engineering, for the property located at
approximately 1797 East Service Road. This property is Zoned C-2 Commercial and
contains 17.40 acres.
Approval is subject to the following criteria:
1. Proper execution of all Certificates;
2. Installation of grading and drainage improvements as required by Department of
Public Works;
3. Approval of the improvement plans by the West Memphis Utility Department, as
to easements and rights-of way.
4. Installation of storm water management requirements and other improvements, as
required by the City Engineer.
RECEIVED
City Clerk's Office 4'.339/77
D t i e 9-lv- /49
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RESOLUTION
A RESOLUTION APPROVING THE SETTLEMENT OF AN ACTION
STYLED KEYA TURNER v. CITY OF WEST MEMPHIS,AND
AUTHORIZING THE MAYOR TO EXECUTE THE SETTLEMENT
AGREEMENT AND TO TAKE SUCH OTHER ACTIONS AS MAY BE
NECESSARY TO EFFECTUATE THE SETTLEMENT,AND FOR
OTHER PURPOSES.
WHEREAS, an action has been filed in the United States District Court for the Eastern
District of Arkansas, Jonesboro Division, styled Keya Turner v. City of West Memphis, case
number 3:15cv00093 which seeks damages against the City of West Memphis and;
WHEREAS,the City of West Memphis has denied liability and continues to deny
liability for each and every cause of action alleged by the plaintiff; and
WHEREAS, a tentative settlement has been negotiated by the parties, subject to the
approval of the West Memphis City Council, for the dismissal of the plaintiffs Complaint with
prejudice; and
WHEREAS,the negotiated settlement provides for payment of$50,000.00 to the
plaintiff, which amount will be equally funded by the City of West Memphis and the Arkansas
Municipal League; and
WHEREAS,the West Memphis City Council finds that the negotiated settlement
protects the interests of the City of West Memphis and will save the expenses of protracted
litigation, and is in the best interest of the City of West Memphis;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF WEST MEMPHIS,ARKANSAS, THAT the negotiated settlement for the dismissal
with prejudice of the action styled Keya Turner v. City of West Memphis, case number
3:15cv00093 in the U. S. District Court for the Eastern District of Arkansas, Jonesboro Division,
is hereby approved and the Mayor is hereby authorized to execute the settlement agreement and
to take such actions and to execute any necessary documents or pleadings to effectuate the
negotiated settlement.
ADOPTED this 156 day of September, 2016.
WILLIAM H. JOHNSON, Mayor
ATTEST:
PHILLIP PARA, City Clerk
SPONSORED BY:
RECD
City Clerk', . g.
Date 'me_ � /� 49:a1;422/
p
ORDINANCE NO.
AN ORDINANCE TO AMEND ORDINANCE 2408 REGARDING THE
COST OF RE-CHASSISING OF THE EXISTING JET A REFUELER FOR
THE WEST MEMPHIS MUNICIPAL AIRPORT,AND FOR OTHER
PURPOSES.
WHEREAS, Ordinance 2408 approved the waiving of competitive bids for the re-
chassising of the existing Jet A refueler for the West Memphis Municipal Airport in an amount
of$71,967.00; and
WHEREAS, in the course of performing this work American Refueler Equipment Co.,
Inc., has found that additional work is necessary at additional expense and the West Memphis
Municipal Airport Commission has approved the additional work and has recommended
approval of the additional expense; and
WHEREAS, the City Council finds that Ordinance 2408 should be amended to approve
the waiving of competitive bidding for the Jet A refueler in the amount of$89,798.55;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF WEST MEMPHIS, ARKANSAS, THAT:
SECTION 1. Section 1 of Ordinance 2408 is hereby amended to read as follows:
That competitive bidding be waived for the following item to be used by the City,
described as follows:
Re-chassising the existing Jet A refueler by American Refueler Equipment Co.,
Inc., at a cost of$89,798.55.
SECTION 2. All ordinances or parts of ordinances in conflict herewith are hereby
repealed to the extent of any such conflict.
PASSED AND APPROVED this 15th day of September, 2016.
WILLIAM H. JOHNSON, MAYOR
I
ATTEST:
PHILLIP PARA, CITY CLERK
SPONSORED BY:
•
RECEIVED
City Clerk's Office
l7),,,:' ( ` 'Tle a-r z.-r
ORDINANCE NO.
AN ORDINANCE TO WAIVE COMPETIVE BIDDING AND APPROVE
THE PURCHASE OF APPROXIMATELY 20 ACRES OF PROPERTY
LOCATED AT 2100 PORT ROAD, WEST MEMPHIS ARKANSAS FOR
ONE MILLION TWO HUNDRED THOUSAND DOLLARS ($1,200,000)
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 20 acres
located at 2100 Port Road was a part of the grant project; and
WHEREAS, the acquisition cost of One Million Two Hundred Thousand dollars
($1,200,000.00) 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 20 acres located at 2100 Port Road for One Million
Two Hundred Thousand dollars ($1,200,000.00), 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 20 acres at 2100 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 20 acres located at 2100
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 day of , 2016.
WILLIAM H. JOHNSON, Mayor
ATTEST:
PHILLIP PARA, City Clerk
RECEWED
City Clerk's Office
Daterrime_9i-�..ic�
4`
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement" ) is made effective
as of the day of , 2016 (the "Effective Date"), by and between the CITY OF
WEST MEMPHIS, a body politic and corporate of the State of Arkansas, ("Purchaser") and
TANDEM LEASING CORP., a Florida Corporation, ("Seller").
RECITALS
A. Seller is the owner in fee simple of approximately twenty (20) acres of vacant land
identified as Tax Parcel Number 1041125300 located in the City of West Memphis, Crittenden
County, Arkansas (the "Tract").
B. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller,
the Property (as hereinafter defined), upon the terms and conditions hereafter provided.
NOW, THEREFORE, the parties, in consideration of the sum of Ten Dollars ($10.00),
receipt of which is hereby acknowledged, as well as the mutual promises and covenants herein
contained, intending to be legally bound, do hereby agree as follows:
ARTICLE 1
AGREEMENT TO PURCHASE AND SELL; PURCHASE PRICE
1.1 Property. Subject to the terms and conditions set forth in this Agreement and the
Schedules and Exhibits attached hereto, Seller agrees to sell to Purchaser, and Purchaser agrees to
purchase from Seller, the following (collectively, the "Property"):
(a) The Lot, together with all appurtenances, hereditaments, easements, oil,
gas, mineral and similar rights, air or subsurface rights, adverse possession claims, reversionary
rights, all right,title, interest, and benefit, if any, of Seller in and to adjacent streets,roads, alleys,
and sewers (public or private, open or closed), and all other rights, approvals, privileges, and
entitlements belonging to or running with the Lot (collectively,the"Land");
(b) Any buildings, improvements and fixtures located on the Land
(collectively, the"Improvements" and together with the Land, the "Real Property"); and
(c) All of Seller's right, title and interest in and to all intangible property
pertaining to and used in connection with the ownership,construction,use and/or operation of the
Real Property, including, without limitation, (i) all guaranties, warranties, permits, approvals,
licenses,plans and specifications,and(ii) any and all water and water rights,wells,well rights and
well permits, water and sewer taps, sanitary or storm sewer capacity or reservations and rights
under utility agreements with any applicable governmental or quasi-governmental entities or
agencies with respect to the providing of utility services to the Real Property, together with any
and all impact fee or utility credits with respect thereto (collectively,the "Intangible Property").
1.2 Purchase Price. In consideration of the sale of the Property to Purchaser, Purchaser
shall pay to Seller the sum of One Million, Two Hundred Thousand DOLLARS ($1,200,000.00)
(the "Purchase Price"), subject to adjustment and proration in accordance with this Agreement.
The Purchase Price shall be paid by Purchaser as follows:
(a) A deposit of Ten Percent (10%) of the Purchase Price, i.e., the sum of One
Hundred Twenty Thousand Dollars ($120,000.00) (together with all interest earned thereon, the
"Deposit") to be deposited by Purchaser with Escrow Agent (as hereinafter defined), by wire
transfer of immediately available federal funds within two (2)business days after the expiration of
the Due Diligence Period (as hereinafter defined);
(b) The sum of Six Hundred Thousand Dollars ($600,000.00) within Ten (10)
business days after the expiration of the Due Diligence Period (as hereinafter defined) to be
deposited by Purchaser with Escrow Agent; and
(c) The balance of the Purchase Price at Closing, by wire transfer of
immediately available federal funds to an account designed in writing by Seller at least five (5)
business days prior to Closing.
1.3 Deposit. The parties hereto direct Van Spear, NAI Saig Company ("Escrow
Agent") to place the Deposit in an account in a federally insured bank or savings and loan
association, which account will, at Purchaser's election, be an interest bearing account. Escrow
Agent is not responsible for levies imposed by taxing authorities based upon the taxpayer
identification number used to establish any interest bearing account. The Deposit shall be applied
to the Purchase Price at Closing or otherwise released in accordance with this Agreement. The
following provisions,together with other provisions of this Agreement which specifically concern
the Deposit, shall govern disposition of the Deposit by Escrow Agent:
(a) If either Seller or Purchaser believes that it is entitled to the Deposit, it shall
make written demand therefor upon Escrow Agent. Escrow Agent shall promptly give the other
party written notice of such demand, including a copy of such demand. The non-demanding party
shall have the right to object to the delivery of the Deposit to the demanding party by giving Escrow
Agent written notice of such objection at any time within five (5) business days after receipt of
such notice from Escrow Agent, but not thereafter. Any such objection notice shall set forth the
basis for objection to the delivery of the Deposit to the demanding party. Upon receipt of such
objection notice, Escrow Agent shall promptly give notice of such objection, including a copy
thereof, to the party making the demand for the Deposit. If Escrow Agent does not receive any
objection notice from the non-demanding party within said period of five (5) business days,
Escrow Agent shall promptly(i) deliver the Deposit to Purchaser, if Purchaser made the demand,
or(ii) deliver the Deposit to Seller, if Seller made the demand.
(b) If Escrow Agent shall have received a notice of objection from Seller or
Purchaser in accordance with subsection (a) above, Escrow Agent shall continue to hold the
Deposit until (i)Escrow Agent receives a notice signed by both Seller and Purchaser directing the
disposition of the Deposit, in which case Escrow Agent shall deliver the Deposit in accordance
with such direction, or (ii) litigation arises between Seller and Purchaser, in which event Escrow
Agent may tender the Deposit with the court in which such litigation is pending. In the event of a
dispute among any one or more of Purchaser, Seller,and Escrow Agent as to the proper disposition
by Escrow Agent of all or any portion of the Deposit,Purchaser and Seller authorize Escrow Agent
2
to commence an action in the form of interpleader by depositing the Deposit into a court of
competent jurisdiction which shall determine the respective rights of Purchaser and Seller.
Purchaser and Seller agree to pay and share equally all costs, damages,judgments and expenses,
including reasonable attorneys' fees, suffered or incurred by Escrow Agent in connection with or
arising out of this Agreement, including a suit in interpleader brought by Escrow Agent upon the
advice of counsel to Escrow Agent; In the event of an action between Purchaser and Seller, the
prevailing party shall be entitled to reimbursement of any such sums from the non-prevailing party.
Purchaser and Seller hereby indemnify and hold harmless Escrow Agent from and against any and
all liability which it may incur in connection with any and all actions taken by it in good faith
pursuant to this Agreement except for Escrow Agent's own willful default or gross negligence.
(c) Escrow Agent shall act as an accommodation party to Purchaser and Seller.
Escrow Agent may act upon any instrument or other writing believed by it in good faith to be
genuine and to be signed and presented by the proper person; and Escrow Agent shall not be liable
in connection with the performance of any duties imposed upon Escrow Agent by the provisions
of this Agreement, except for Escrow Agent's own willful default or gross negligence. Escrow
Agent, acting as escrow agent, shall have no duties or responsibilities except those set forth in this
Agreement and under the laws of the State of Arkansas. Escrow Agent shall not be bound by any
modification of this Agreement unless the same is in writing and signed by both Purchaser and
Seller; if the modification affects the duties of Escrow Agent hereunder, the Escrow Agent shall
have given written consent to such modification.
ARTICLE 2
DUE DILIGENCE
2.1 Right of Inspection.
(a) During the period beginning on the Effective Date and ending at 5:00 p.m.,
CST, on the date which is sixty (60) days after the Effective Date (the "Due Diligence Period"),
Purchaser shall have the right, at Purchaser's expense, to inspect and investigate the Property,
including, without limitation, title, environmental condition, physical condition and suitability of
the Property for Purchaser's development,and to examine any files in the possession and/or control
of Seller relating to the Property, including, without limitation, title insurance policies, surveys,
environmental studies, permits and approvals. Seller shall cooperate, and cause its agents and
representatives to cooperate, with Purchaser to facilitate Purchaser's inspections and
investigations, including providing Purchaser with access to the Property. Purchaser shall repair
any damage to the Property directly caused by its physical inspections and/or tests; provided,
however, Purchaser shall have no obligation or liability to remediate any environmental condition
existing on or at the Property. Purchaser agrees to indemnify against and hold Seller harmless
from any claim for liabilities,costs or expenses arising out of any physical inspections and/or tests
of the Property by Purchaser or its agents or contractors, which obligation shall survive any
termination of this Agreement. Purchaser agrees (i)that prior to entering the Property to conduct
any inspection, Purchaser shall maintain, or shall cause the contractors and agents accessing the
Property to maintain, commercial general liability insurance in the minimum amount of One
Million Dollars($1,000,000.00),and(ii)to keep the Property free from all liens and encumbrances
arising from the activities of Purchaser, its contractors or agents.
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(b) Seller represents and warrants to Purchaser that Seller has delivered to
Purchaser for Purchaser's inspection, on or before the Effective Date, true and complete copies of
any land surveys, title insurance policies, and any environmental, structural or other written
inspection reports or assessments of the Property in Seller's possession or control. Following the
date hereof, Seller shall deliver to Purchaser any additional land surveys, title insurance policies,
and any environmental,structural or other written inspection reports or assessments of the Property
that come into Seller's control or possession within five(5)business days of receipt thereof or any
other documents, reports or assessments reasonably requested by Purchaser within five (5)
business days of request.
2.2 Right of Termination.
(a) Seller agrees that Purchaser shall have the right to terminate this Agreement,
based upon any unsatisfactory results of Purchaser's inspections pursuant to Section 2.1,by giving
notice thereof to Seller prior to the expiration of the Due Diligence Period. If Purchaser gives such
notice of termination prior to the expiration of the Due Diligence Period, this Agreement shall
terminate,and thereafter neither party hereto shall have any further rights, obligations or liabilities
hereunder except those expressly stated to survive termination of this Agreement. If Purchaser
fails to terminate this Agreement pursuant to this Section 2.2 prior to the expiration of the Due
Diligence Period, Purchaser shall no longer have any right to terminate this Agreement under this
Section 2.2.
(b) Purchaser shall have the unilateral right to shorten the Due Diligence Period
by giving notice to Seller at any time prior to the expiration of the Due Diligence Period. If
Purchaser gives such notice, the last day of the Due Diligence Period for purposes of this
Agreement shall be the date set forth in such notice.
ARTICLE 3
TITLE AND SURVEY
3.1 Title Commitment; Survey. During the Due Diligence Period, Purchaser shall
obtain from a title insurance company selected by Seller (the "Title Company"), at Seller's
expense,a title insurance commitment(the"Title Commitment")covering the Land. During Due
Diligence Period,Purchaser may obtain,at Purchaser's expense,a survey of the Real Property(the
"Survey").
3.2 Title Objections; Cure of Title Objections.
(a) Purchaser shall have until the expiration of the Due Diligence Period to
notify Seller of such objections as Purchaser may have to anything contained in the Title
Commitment or the Survey ("Objections"). Any item contained in the Title Commitment or any
matter shown on the Survey to which Purchaser does not so object prior to expiration of the Due
Diligence Period shall be deemed a Permitted Exception (as hereinafter defined). In the event
Purchaser shall notify Seller of any Objections prior to expiration of the Due Diligence Period,
Seller shall have the right, but not the obligation, to elect to attempt to cure such Objections.
Within five (5)business days after receipt of Purchaser's notice of Objections, Seller shall notify
Purchaser whether Seller elects to attempt to cure such Objections. If Seller fails to give Purchaser
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such notice of election, then Seller shall be deemed to have elected not to attempt to cure the
Objections. If Seller elects to cure, Seller shall have until the date of Closing to remove, satisfy or
cure the same. If Seller elects not to cure any Objections specified in Purchaser's notice,Purchaser
shall have the following options: (i)to accept a conveyance of the Property subject to the Permitted
Exceptions, specifically including Objections which Seller elected not to cure, and without
reduction of the Purchase Price; or (ii) to terminate this Agreement by sending notice thereof to
Seller within five(5)business days after Seller's election notice has been given(or deemed given),
whereupon this Agreement shall terminate, the Deposit (if then on deposit with Escrow Agent)
shall be returned to Purchaser,and thereafter neither party shall have any further rights, obligations
or liabilities hereunder except those expressly stated to survive termination of this Agreement. If
Purchaser does not so timely notify Seller within such five (5)business day period,then Purchaser
shall be deemed to have elected to accept the conveyance under clause (i) of the preceding
sentence. If Seller notifies Purchaser that Seller intends to cure any Objection,and thereafter Seller
fails to effect a cure, such failure shall constitute a default by Seller under this Agreement, and
Purchaser shall be entitled to exercise its remedies under Section 7.2.
(b) Whether or not Purchaser shall have furnished Seller any notice of
Objections pursuant to subsection (a), Purchaser may, within five (5) business days of receipt of
notice thereof, notify Seller of any Objections to matters raised by the Title Company or the
surveyor which were not disclosed in the original Title Commitment or Survey. With respect to
any such Objections, Seller shall have the same option to cure and Purchaser shall have the same
option to accept title subject to such Objections or to terminate this Agreement as set forth in
subsection (a); provided, however, if the existence of such title or survey matters otherwise
constitutes a default by Seller under this Agreement, Purchaser shall be entitled to exercise its
remedies under Section 7.2.
(c) Notwithstanding anything to the contrary in this Agreement, Seller shall be
obligated to cure liens against the Property evidencing mortgages, security deeds, judgments,
mechanics and materialmen's liens, tax liens and other monetary encumbrances which can be
removed by payment of liquidated amounts, and any liens or encumbrances created by Seller on
or after the Effective Date ("Required Cure Items"), regardless of amount and regardless of
whether Purchaser objects to such Required Cure Items.
(d) "Permitted Exceptions" means (i) the lien of all real estate taxes (if any)
not yet due and payable as of the date of Closing, subject to adjustment as provided in this
Agreement; (ii) all matters, whether or not of record, that arise out of the actions of Purchaser or
its agents or contractors; and(iii)items appearing in the Title Commitment(or any update thereto)
or shown on the Survey (or any update thereto)and, in either case,not objected to by Purchaser or
waived or deemed waived by Purchaser in accordance with Sections 3.2(a) or(b) hereof.
3.3 Conveyance of Title. At the Closing, Seller shall convey to Purchaser marketable
and insurable fee simple title to the Property, subject only to the Permitted Exceptions.
3.4 Costs. The costs of the Title Commitment, the cost of recording releases of any
Required Cure Items, and any other instruments that are not Permitted Exceptions shall be borne
by Seller. The costs of surveys and any premiums for title insurance obtained for Purchaser or any
lender of Purchaser shall be borne by Purchaser.
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ARTICLE 4
CONDITIONS TO CLOSING
4.1 Conditions for Purchaser. Purchaser shall not be obligated to close this transaction
until all of the following requirements and conditions for the Closing have been satisfied or,in the
sole judgment of Purchaser, expressly waived in writing by Purchaser:
(a) As of the date of this Agreement and the date of Closing,all representations
and warranties of Seller contained herein shall be true and correct in all material respects.
(b) The performance by Seller, in all material respects, of each and every
undertaking, covenant and agreement to be performed by Seller hereunder.
(c) Title to the Property shall be in the condition required by this Agreement,
and the Title Company shall have irrevocably committed and agreed to issue to Purchaser an
owner's title insurance policy, insuring Purchaser's fee simple interest in the Property free and
clear of liens, claims and encumbrances other than the Permitted Exceptions, and otherwise in
form, substance and amount acceptable to Purchaser.
(d) Purchaser's receipt of all written agreements, commitments, arrangements
and other evidence satisfactory to Purchaser in Purchaser's sole discretion to the effect that,at the
boundary of the Lot contiguous to a public street, (i)public sewer treatment and capacity is
immediately available on a permanent basis for the effluent from the Property as intended to be
developed, (ii) sufficient public water is immediately available to service the improvements
intended to be developed on the Property, and (iii) electric, gas and other utilities are available at
the Property.
(e) Purchaser has determined, in Purchaser's sole discretion, that streams and
existing drainage features at the Property can be relocated from their respective current locations.
(0 Purchaser has determined, in Purchaser's sole discretion, that Purchaser's
intended use of, and operation at, the Property will not violate any covenant or restriction
encumbering the Property.
(g) No lawsuit, appeal or other action shall have been filed by any party,
directly or indirectly, involving the Property, including without limitation, any lawsuit, appeal or
other action for the purpose of challenging, contesting or seeking to prohibit, restrain, enjoin or
delay any Approvals for Purchaser's development or use of the Property.
(h) There shall exist no moratorium or other action or directive by any
governmental authority which would prohibit, restrain, enjoin or delay Purchaser from
constructing and using improvements on the Property in accordance with Purchaser's plans.
(i) Funding for the purchase which is being provided by the Federal
Department of Transportation("DOT")through the Transportation Investment Generating
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Economic Recovery "TIGER" Discretionary Grant Program is approved by all Federal, State and
local government bodies and funded.
If any of the conditions precedent set forth in this Section 4.1 are not satisfied, deemed satisfied or
waived by Purchaser at or prior to Closing,then Purchaser may elect to terminate this Agreement,
in which event the Deposit (if then on deposit with Escrow Agent) shall be returned to Purchaser
and the parties shall have no further liability or obligation hereunder except those stated to survive
termination of this Agreement; provided, however, that if the failure of the condition constitutes a
default by Seller under this Agreement, Section 7.2 shall apply.
4.2 Conditions for Seller. Seller shall not be obligated to close this transaction until all
of the following requirements and conditions for the Closing have been satisfied or, in Seller's
sole judgment, expressly waived in writing by Seller:
(a) Representations and Warranties. As of the date of this Agreement and the
date of Closing, all representations and warranties of Purchaser contained herein shall be true and
correct in all material respects.
(b) Performance by Purchaser. The performance by Purchaser, in all material
respects, of each and every undertaking, covenant and agreement to be performed by Purchaser
hereunder.
If any of the conditions precedent set forth in this Section 4.2 are not satisfied, deemed satisfied or
waived by Seller at or prior to Closing,then Seller may elect to terminate this Agreement,in which
event the Deposit(if then on deposit with Escrow Agent)shall be delivered to Seller and the parties
shall have no further liability or obligation hereunder except those stated to survive termination of
this Agreement; provided, however, that if the failure of the condition constitutes a default by
Purchaser under this Agreement, Section 7.1 shall apply.
ARTICLE 5
CLOSING
5.1 Closing. The consummation of the transactions contemplated hereby (the
"Closin ") shall be held through escrow deposits with the Title Company on the date which is ten
(10) business days after expiration of the Due Diligence Period, or such earlier date as may be
selected by Purchaser upon not less than three (3) business days' prior notice from Purchaser to
Seller; provided that Purchaser may elect to extend the date of Closing for up to thirty (30) days
in the aggregate by delivering notice to Seller at any time prior to the then-scheduled date for
Closing. At Closing, Seller and Purchaser shall perform the obligations set forth in, respectively,
Section 5.2 and Section 5.3,the performance of which obligations shall be concurrent conditions.
5.2 Seller's Deliveries in Escrow. At the Closing, Seller shall deliver, or cause to be
delivered, to Purchaser the following documents:
(a) A general warranty deed in the form attached hereto as Exhibit A (the
"Deed"), executed by Seller;
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(b) An affidavit duly executed by Seller stating that Seller is not a "foreign
person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the
1986 Tax Reform Act;
(c) A closing statement in form and substance consistent with this Agreement
(the "Closing Statement"), executed by Seller;
(d) Such affidavits and other indemnities or undertakings executed by Seller
sufficient for the Title Company to eliminate from the owner's title policy and any lender's title
policy the "gap" exception and the standard printed exceptions;
(e) Evidence of existence, organization, and authority of Seller and the
authority of the person executing documents on behalf of Seller, reasonably satisfactory to
Purchaser and the Title Company; and
(f) Such additional documents as Purchaser or the Title Company may
reasonably require for the proper consummation of the transactions contemplated by this
Agreement.
5.3 Purchaser's Deliveries in Escrow. At the Closing, Purchaser shall deliver, or cause
to be delivered,to Seller the following:
(a) The Purchase Price;
(b) The Closing Statement, executed by Purchaser;
(c) Such additional documents as Seller or the Title Company may reasonably
require for the proper consummation of the transactions contemplated by this Agreement.
5.4 Prorations; Taxes.
(a) The sale contemplated herein is exempt from transfer tax pursuant to Ark.
Code Ann. Sec. 26-60-102(1).
(b) Real estate taxes, water and sewer rentals, and gas, electricity, and other
public utility company charges, if any, shall be apportioned on a per diem basis, with relation to
the fiscal year or billing period, as applicable, of the levying authority. If accurate prorations and
other adjustments cannot be made at Closing because current bills or statements are not obtainable
(as, for example, utility and real property tax bills), the parties shall prorate on the best available
information(which, in the case of real property taxes, shall mean the most recent real property tax
bill), subject to adjustment on receipt of the final bill or statement. Both Seller and Purchaser shall
use good faith efforts to resolve such post-Closing prorations and other adjustments as
expeditiously as possible.
(c) All apportionments under this Agreement, if any, shall be computed on a
daily basis utilizing a 365-day year. For the purpose of apportionments, Closing shall be deemed
to have occurred at 11:59 p.m. on the day preceding Closing so that Purchaser shall be deemed to
own the Property on the day of Closing.
8
(d) All other costs and expenses in connection with the transactions
contemplated by this Agreement not mentioned above or elsewhere in this Agreement shall be
borne by Seller and Purchaser in the manner in which such costs and expenses are customarily
allocated between the parties in commercial real estate sales/purchases in Crittenden County,
Arkansas.
(e) The obligations of the parties under this Section 5.4 shall survive the
Closing or any earlier termination of this Agreement.
ARTICLE 6
REPRESENTATIONS,WARRANTIES AND COVENANTS
6.1 Seller's Representations and Warranties. Seller represents and warrants to
Purchaser, both as of the Effective Date and as of the date of Closing, as follows:
(a) Seller is a Florida corporation in good standing. This Agreement and all
agreements, instruments and documents herein provided to be executed by Seller have been or, as
applicable, will be duly executed and delivered by Seller and constitutes or will constitute valid
and binding obligations enforceable against Seller in accordance with their terms. Neither the
execution and delivery of this Agreement and all documents contemplated hereunder to be
executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will
conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default
under, any agreement to which Seller is a party or by which Seller or the Property is otherwise
bound.
(b) Seller is the sole legal owner of good and marketable fee simple interest in
and to the Tract.
(c) There is no action or proceeding pending or, to Seller's knowledge,
threatened against: (i) Seller which would affect Seller's ability to execute,deliver or perform this
Agreement and consummate the transactions contemplated hereby; or(ii) the Property.
(d) There are no unpaid bills or claims that may give rise to a lien against the
Property.
(e) Seller has received no notice,and Seller has no knowledge,that the Property
violates any applicable laws, ordinances, rules, regulations or requirements of any governmental
authority or instrumentality having jurisdiction over the Premises.
(f) Except as contemplated by this Agreement, there are no proceedings
pending or,to Seller's knowledge,threatened,to challenge, change or redefine the present zoning
classification of all or any portion of the Property. Except as contemplated by this Agreement,
Seller has not entered into any agreement with or application to any governmental authority with
respect to any zoning modification, variance, exception, subdivision, platting or other similar
matter affecting the Property.
(g) Seller has no knowledge of any pending improvements, liens, special
assessments, impositions or increases in assessed valuations to be made against the Property by
9
any governmental authority. Seller has not filed, and has not retained anyone to file, notices of
protests against, or to commence action to review, real property tax assessments against the
Property, which protests or actions are still unresolved.
(h) No petition in bankruptcy (voluntary or, to Seller's knowledge, otherwise),
assignment for the benefit of creditors or petition seeking reorganization or arrangement or other
action under federal or state bankruptcy or insolvency laws is pending against or contemplated by
Seller.
(i) Seller has no knowledge of any condemnation, eminent domain or similar
proceedings pending or, threatened to be initiated with regard to the Property.
(j) There are no leases or other agreements in effect with respect to any portion
of the Property,whether written or oral, that permit possession or occupancy of any portion of the
Property by any person, firm, corporation, trust or other entity, nor are there any adverse or other
parties in possession of or occupying all or any portion of the Property. Except for Purchaser's
rights under this Agreement, no person, firm, corporation, trust or other entity has any right or
option to acquire the Property or any part thereof.
(k) Except as may be approved by Purchaser in its sole discretion in connection
with any Approvals, there are no commitments or agreements which would require Purchaser to
pay any money or perform any obligation or which would otherwise affect the ownership or
development of the Property by Purchaser.
(1) Seller has no knowledge of any adverse or nonexclusive claim of right,
action, object, or impediment which would prevent the property from having now and/or in the
future uninterrupted, direct and free vehicular access, ingress and egress rights to and from a
dedicated public roadway.
(m) Seller has no knowledge of any adverse fact relating to the physical
condition of the Property for commercial construction purposes that is not readily observable or
has not been specifically disclosed in writing to Purchaser, including by way of example but not
limitation landfills, sink holes, fault lines, other geological conditions, or adverse soil conditions.
(n) Seller has no knowledge of any archaeological, anthropological, or
historical finds,objects or any endangered or threatened species in, on, or about the Property. To
Seller's knowledge, no portion of the Property constitutes a "critical habitat" as such term is
defined in the Endangered Species Act of 1973, as amended.
6.2 Purchaser's Representations and Warranties. Purchaser represents and warrants to
Seller, both as of the Effective Date and as of the date of Closing, as follows:
(a) Organization and Authority. Purchaser (i) is a body politic and corporate
of the State of Arkansas and has the right and all necessary power and authority to enter into and
deliver this Agreement, consummate the transactions contemplated herein and fulfill all of its
obligations hereunder and under all documents contemplated hereunder to be executed by
Purchaser. This Agreement and all documents contemplated hereunder to be executed by
Purchaser, have been duly authorized by all governmental corporate or other required action on
10
the part of Purchaser and are the valid and legally binding obligation of Purchaser, enforceable in
accordance with their respective terms. Neither the execution and delivery of this Agreement and
all documents contemplated hereunder to be executed by Purchaser, nor the performance of the
obligations of Purchaser hereunder or thereunder will: (i) violate any of the provisions of its
founding and governing documents (such as charters, codes, constitutions, laws, articles of
incorporation or bylaws); or (ii) conflict with, or result in a breach of, the terms, conditions or
provisions of, or constitute a default under, any agreement to which Purchaser is a party or by
which Purchaser is otherwise bound.
(b) Pending Actions. There is no action or proceeding pending or, to
Purchaser's knowledge, threatened against Purchaser which would affect Purchaser's ability to
execute,deliver or perform this Agreement and consummate the transactions contemplated hereby.
(c) OFAC. Seller is not a person with whom Purchaser is restricted from doing
business under the regulations of the Office of Foreign Asset Control("OFAC")of the Department
of the Treasury of the United States of America (including those persons named on OFAC's
specially Designated Nationals and Blocked Persons List) or under any statute, executive order
(including the September 24, 2001 Executive Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other
governmental actions and is not and shall not knowingly engage in any dealings or transactions or
act, directly or indirectly, for or on behalf of any such persons or otherwise be associated with any
such persons.
6.3 Covenants. Between the Effective Date and Closing, Seller shall:
(a) Operate and maintain the Property in its present condition and in
compliance with all applicable zoning ordinances and any other acts, ordinances or regulations
affecting the use and improvement thereof;
(b) Not permit any person, firm, corporation, trust or other entity to use or
occupy the Property for farming, gardening or other agricultural purposes;
(c) Keep the Property insured up to and including the date of Closing against
fire and other hazards covered by extended coverage endorsement and comprehensive public
liability insurance against claims for bodily injury, death and property damage occurring in, on or
about the Property with such insurance at the same coverage levels and amounts as in effect on the
Effective Date;
(d) Not make, or permit or cause to be made, any alterations, improvements or
additions to the Property without Purchaser's prior written consent, which may be withheld in
Purchaser's sole discretion;
(e) Not mortgage or further encumber the Property or execute any deeds,
easements, covenants, conditions, restrictions or other matters affecting title to the Property;
(f) Not market,or permit or cause to be marketed,the Property for sale or lease,
nor negotiate, solicit or accept or permit or cause the negotiation, solicitation or acceptance of any
offers for the sale or lease of the Property, whether or not binding;
11
(g) Not use, manufacture, store, generate, handle, or dispose of any Hazardous
Substances, or use or permit the Tract to be used for such purposes, or emit, release or discharge
any such Hazardous Substances into the air, soil, surface water or groundwater comprising the
Tract;
(h) Not enter into any lease or other agreement or contract affecting the
Property or any part thereof;
(i) Not take any action or omit to take any action, which action or omission
would reasonably be expected to result in any of the representations and warranties of Seller failing
in any material respect to be true and correct as of the date of Closing; and
(j) Promptly deliver to Purchaser copies of all notices received by Seller
affecting the Property, including without limitation, any pending zoning changes or amendments,
notices of violations affecting the Property and notices of pending or threatened condemnation of
the Property or any roads adjacent thereto.
6.4 Approvals.
(a) The term "Approvals" shall mean any and all permits, approvals, licenses,
consents, agreements and the like necessary or desirable for Purchaser's intended development,
construction, use and operation of the Property, and shall include, without limitation: (i) site plan
approvals; (ii) sanitary sewer, drainage and other utility permits (including without limitation,
sewer connection and extension permits); (iii) zoning permits, special or conditional use permits,
variances and/or rezoning approvals (including, without limitation, any necessary variances
permitting outdoor storage); (iv) environmental and wetland certifications, approvals, licenses,
permits and the like, whether local, state or federal (including, without limitation, wetland
mitigation approvals, relocation approvals, and water management district approvals, if
applicable); (v)access permits, including, without limitation, any required curb cut permits or
median break permits; (vi) sign permits, approvals and/or variances for Purchaser's exterior
building,directional,and pylon signs;and(vii) any and all approvals required under any restrictive
covenants or other encumbrances applicable to the Property.
(b) Commencing on the Effective Date, Purchaser shall have the right to apply
for and pursue Approvals. All conditions and restrictions imposed by applicable authorities as
prerequisites or conditions precedent or subsequent to the Approvals (including, without
limitation,the payment of impact fees or construction of on-site or off-site improvements) shall be
subject to Purchaser's approval and acceptance and Purchaser shall not be required to accept any
Approvals unless it agrees, in its sole discretion, to accept such conditions and restrictions.
Purchaser shall have final approval over all site plans, water management plans, conditions, and
studies submitted to governmental entities in connection with the Approvals.
(c) Seller agrees to cooperate with Purchaser's efforts to obtain the Approvals.
Seller agrees that it will, at Purchaser's request, sign all applications for Approvals and shall not
oppose any of Purchaser's efforts to obtain the Approvals.
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ARTICLE 7
DEFAULT REMEDIES
7.1 Purchaser Default. If: (i) Purchaser is in default of any of its obligations hereunder;
(ii) any of Purchaser's representations or warranties are untrue in any material respect; or (iii) the
Closing otherwise fails to occur by reason of Purchaser's failure or refusal to perform its
obligations hereunder in a prompt and timely manner, then Seller may elect as Seller's sole and
exclusive remedy, either to: (a) terminate this Agreement by notice to Purchaser and receive the
Deposit (if then on deposit with Escrow Agent) as liquidated damages for the breach of this
Agreement,it being agreed between the parties hereto that the actual damages to Seller in the event
of such breach are impractical to ascertain and the amount of the Deposit is a reasonable estimate
thereof; or (b)waive the default and proceed to Closing. If this Agreement is so terminated,
thereafter, neither party shall have any further rights or obligations under this Agreement, except
those expressly stated to survive termination.
7.2 Seller Default. If: (i) Seller is in default of any of its obligations hereunder; (ii) any
of Seller's representations or warranties are untrue in any material respect; or (iii) the Closing
otherwise fails to occur by reason of Seller's failure or refusal to perform its obligations hereunder
in a prompt and timely manner, then Purchaser shall have the right to elect, in its sole discretion,
either to: (a)terminate this Agreement, in which event the Deposit(if then on deposit with Escrow
Agent) shall be returned to Purchaser and thereafter neither party shall have any further rights or
obligations under this Agreement, except those expressly stated to survive termination, (b) waive
the default and proceed to Closing; (c) seek specific performance of this Agreement by Seller;
provided that any action by Purchaser for specific performance must be filed,if at all,within ninety
(90) days after Seller's default; and/or(d) exercise any and all other rights and remedies available
at law or in equity.
ARTICLE 8
CONDEMNATION AND CASUALTY
8.1 Condemnation. Seller shall immediately notify Purchaser of any pending or
threatened condemnation relating to the Property of which Seller receives notice or obtains
knowledge. Purchaser may, at its option, by notice to Seller given within fifteen (15) business
days after Purchaser is notified of such actual or possible proceedings (but before the Closing)
terminate this Agreement, whereupon the Deposit(if then on deposit with Escrow Agent) shall be
returned to Purchaser and all further rights and obligations of the parties under this Agreement
shall terminate, except those stated to survive termination of this Agreement. If Purchaser does
not elect to terminate this Agreement as aforesaid, then Purchaser shall be deemed to have elected
to proceed with Closing, in which event, the transaction shall proceed as contemplated herein,
provided, however, that (a) Seller shall not take any action with respect to such condemnation,
including settlement or compromise of any claims, without Purchaser's prior consent, which may
be withheld in Purchaser's sole discretion, and (b) Seller shall, at Closing, (i) assign and remit to
Purchaser, and Purchaser shall be entitled to receive and keep, the proceeds of any award or other
proceeds of such taking which may have been collected by Seller, or (ii) if no award or other
proceeds shall have been collected,deliver to Purchaser an assignment of Seller's right to any such
award or other proceeds which may be payable to Seller as a result of such taking.
13
8.2 Casualty. Risk of loss to the Property from fire or other casualty shall be borne by
Seller until Closing. Seller shall immediately notify Purchaser of any fire or other casualty
affecting the Property. Purchaser may,at its option,by written notice to Seller given within fifteen
(15)business days after Purchaser is notified of such fire or other casualty (but before the Closing)
terminate this Agreement, whereupon the Deposit (if then on deposit with Escrow Agent) shall be
returned to Purchaser and all further rights and obligations of the parties under this Agreement
shall terminate, except those stated to survive termination of this Agreement. If Purchaser does
not elect to terminate this Agreement as aforesaid, then Purchaser shall be deemed to have elected
to proceed with Closing, in which event, the transaction shall proceed as contemplated herein,
provided, however, that (a) Seller shall not take any action with respect to such fire or other
casualty, including settlement or compromise of any insurance claims, without Purchaser's prior
consent, which may be withheld in Purchaser's sole discretion, and (b) Seller shall, at Closing,
assign and remit to Purchaser, and Purchaser shall have the right to make a claim for and to retain,
all insurance proceeds with respect to such fire or other casualty, and Seller shall credit Purchaser
any deductible due in connection with such claim at Closing.
ARTICLE 9
MISCELLANEOUS
9.1 Commissions. Seller and Purchaser acknowledge that they have worked
exclusively with Van Spear, SIOR, CRE of NAI Saig Company regarding the sale or acquisition
of the Property. Van Spear, SIOR, CRE of NAI Saig Company will receive a commission of Six
percent(6%) from Seller's proceeds of sale. Purchaser, (on the one hand)and Seller,(on the other
hand) each agrees to indemnify, defend and hold the other harmless of, from and against any
damages, costs, claims, losses or liabilities whatsoever (including reasonable attorneys' fees)
arising from any breach by the foregoing respective representation and warranty by Purchaser or
Seller. This Section 9.1 shall survive the Closing or any earlier termination of this Agreement.
9.2 Parties Bound;Assignment. Purchaser shall have the right to assign this Agreement
provided that Purchaser shall give notice to Seller of such assignment at least ten (10) business
days prior to the Closing. Seller shall not have the right to assign this Agreement without the prior
written consent of Purchaser, and any such assignment or attempted assignment without such
consent shall be void and shall constitute a default by Seller under this Agreement. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their
respective successors and assigns.
9.3 Construction; Invalidity; Waiver. Headings at the beginning of each Section in the
Agreement are solely for the convenience of the parties and are not a part of this Agreement.
Whenever required by the context of this Agreement and the exhibits attached hereto,the singular
shall include the plural and the masculine shall include the feminine and vice versa. The parties
acknowledge that each party and each party's counsel have reviewed and revised this Agreement
and that the normal rule of construction (i.e., that any ambiguities are to be resolved against the
drafting party will not be employed in the interpretation of this Agreement or any exhibits or
amendments hereto. If any portion of this Agreement is held invalid or inoperative, then so far as
is reasonable and possible the remainder of this Agreement shall be deemed valid and operative,
and effect shall be given to the intent manifested by the portion held invalid or inoperative. The
failure by either party to enforce against the other any term or provision of this Agreement shall
14
not be deemed a waiver of such party's right to enforce against the other party the same or any
other such term or provision.
9.4 Provisions Survive. The provisions of this Agreement and the documents to be
delivered in connection herewith shall survive the Closing and shall not be merged into the
instruments of Closing.
9.5 Governing Law. This Agreement and said other instruments shall, in all respects,
be governed, construed, applied and enforced in accordance with the state in which the Property
is located, without regard for principles of conflicts of law.
9.6 No Third Party Beneficiary. This Agreement is not intended to give or confer any
benefits, rights, privileges, claims, actions or remedies to any person or entity as a third party
beneficiary, decree, or otherwise.
9.7 Entirety and Amendments. This Agreement (including the Exhibits attached
hereto)embodies the entire agreement between the parties and supersedes all prior agreements and
understandings relating to the Property. This Agreement may be amended or supplemented only
by an instrument in writing executed by the party against whom enforcement is sought.
9.8 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of such counterparts shall constitute one
Agreement. To facilitate execution of this Agreement, the parties may execute and exchange by
facsimile or email counterparts of the signature pages.
9.9 Further Assurances. In addition to the acts and deeds recited herein and
contemplated to be performed, executed and/or delivered by Seller to Purchaser at the Closing,
Seller agrees to perform,execute and/or deliver or cause to be delivered,executed and/or delivered,
but without any obligation to incur any additional liability or expense, after the Closing any and
all further acts, deeds and assurances as may be reasonably necessary to consummate the
transactions contemplated hereby and/or to further perfect and deliver to Purchaser the conveyance
of the Property and all rights related thereto.
9.10 Time. Time is of the essence in the performance of each and every term, condition
and covenant contained in this Agreement. Unless otherwise specified, in computing any period
of time described herein, the day of the act or event after which the designated period of time
begins to run is not to be included and the last day of the period so computed is to be included,
unless such last day is not a business day, in which event the period shall run until the end of the
next business day. For purposes of this Agreement, a"business day" shall be a day which is not a
Saturday, Sunday or legal holiday in the State of Arkansas.
9.11 U. S. Currency Required. All sums referred to herein shall be in currency of the
United States of America.
9.12 Notices. All notices from either party required or permitted hereunder shall be in
writing and shall be served on the parties at the following address:
15
If to Seller: Tandem leasing Corporation
3901 NW 115 Avenue
Miami, FL 33178
Facsimile:
If to Purchaser: West Memphis City Attorney
P.O. Box 1728
West Memphis, AR 72303
Attn: City Attorney
Facsimile: (870) 732-7514
Any such notices shall be sent by(i)United States registered or certified mail,with postage
prepaid and domestic Return, Receipt requested (which shall be deemed given two (2) business
days after deposit); (ii) nationally recognized overnight courier for next business day delivery
(which shall be deemed given on the date of deposit with the courier); (iii) hand delivered (which
shall be deemed given when delivered); or(iv) facsimile transmission with a hard copy sent on the
same day by a nationally recognized overnight courier for next business day delivery(which shall
be deemed given on the date of the facsimile transmission). The above addresses may be changed
by notice to the other party; provided, however, that no notice of a change of address shall be
effective until actual receipt of such notice.
(WAIVER OF TRIAL BY JURY. PURCHASER AND SELLER EACH HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENT
EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH
THIS AGREEMENT.
[SIGNATURE PAGE FOLLOWS]
16
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Agreement under seal on the day and year first above written.
PURCHASER:
CITY OF WEST MEMPHIS,ARKANSAS,
ATTEST: a body politic and corporate of the State of Arkansas
By:
Name:
Title:
SELLER:
ATTEST: TANDEM LEASING CORP.,A Florida corporation
By:
Name:
Title:
17
EXHIBIT A
FORM OF DEED
This Instrument Prepared By:
WARRANTY DEED
KNOW ALL BY THESE PRESENTS:
THAT Tandem Leasing Corp., a Florida Corporation, ("Grantor"), for and in
consideration of the payment of Ten Dollars ($10,00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, does hereby grant, bargain, sell
and convey unto , The City of West Memphis, a body politic and
corporate of the State of Arkansas ("Grantee"), and unto its successors and assigns forever, the
real property located in the City of West Memphis, Crittenden County, Arkansas more
particularly described on Exhibit A attached hereto, together with any and all improvements
thereon, together with all rights, tenements, hereditaments, easements, appendages,privileges
and appurtenances pertaining thereto, (collectively, the "Premises").
TO HAVE AND TO HOLD the same unto the said Grantee and unto Grantee's
successors and assigns forever;provided, however, the Premises are conveyed by Grantor subject
to those matters set forth on the attached Exhibit B (the "Permitted Encumbrances").
Grantor hereby covenants with Grantee that it will forever warrant and defend the title to
the Premises against all lawful claims whatsoever, subject to the Permitted Encumbrances.
IN WITNESS WHEREOF, this instrument is executed by Grantor as of
20
TANDEM LEASING CORP.,
A Florida Corporation
By:
Authorized Representative
18
ACKNOWLEDGMENT
STATE OF FLORIDA )
) ss:
COUNTY OF )
On this day, before me, the undersigned, a Notary Public, duly commissioned, qualified
and acting, within and for said County and State, appeared in person the within named
and to me personally well known,
who stated he/she is the of Tandem Leasing Corp., A Florida corporation, and who
executed and delivered said foregoing instrument for the consideration, uses and purposes
therein mentioned and set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day
of , 20
My commission expires:
Notary Public
(SEAL)
I certify under penalty of perjury that documentary stamps or a
documentary symbol in the amount required by law have been
placed on this instrument. Exempt or no consideration paid if none
shown.
GRANTEE or AGENT:
Address:
All property tax statements should be sent to
Grantee at the following address:
19
RESOLUTION NO
A RESOLUTION TO APPROVE AND AUTHORIZE THE ACCEPTANCE
OF AN ADMENDED TIGER IV GRANT AGREEMENT FOR THE
DESIGN AND UPGRADE TO THE EXISTING FRIDAY GRAHAM
INDUSTRIAL RAIL, THE ACQUISITON OF APPROXIMATELY 44
ACRES OF PROPERTY, AND THE DESIGN AND CONSTRUCTION OF
A TRANSLOAD FACILITY AND FOR OTHER PURPOSES.
WHEREAS, the City Council of the City of West Memphis has previously approved and
authorized the acceptance of the original TIGER IV Grant for $10,953,244.00
(Resolution Number 2023, dated April 18, 2013); and
WHEREAS, it was determined that the Corps of Engineers had, unbeknown to the
property owners, the City of West Memphis, and the US Department of Transportation,
constructed a dike in the Mississippi River that precluded docking access required by
the TIGER IV Grant project; and
WHEREAS, as a result of the dike, it was no longer possible to extend rail to the
docking area as envisioned by the original TIGER IV Grant project; and
WHEREAS, a substantial portion of the TIGER IV Grant project can still be built as
originally proposed; and
WHEREAS, the US Department of Transportation, the source of the TIGER IV Grant,
agreed to amend the original grant to approve the expenditure of up to $9,510,580 to
complete the portion of the project unaffected by the dike; and
WHEREAS, this portion of the amended TIGER IV Grant does not require a local match
for the work unaffected by the dike; and
WHEREAS, the US Department of Transportation has approved $1,442,664 of the
original grant to be set aside to fund future rail access to the docking area should a new
solution be found; and
WHEREAS, the City Council of the City of West Memphis, Arkansas, finds that approval
and acceptance of the amended TIGER IV Grant Agreement is in the best interests of
the City of West Memphis, Arkansas;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
WEST MEMPHIS, ARKANSAS, THAT the amended TIGER IV grant agreement award
to the City of West Memphis, Arkansas, in substantially the form as attached hereto and
incorporated herein by reference, subject to such minor amendments or modifications
as may be necessary or required, is hereby approved and accepted, subject to the final
approval of the Mayor of West Memphis, 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 effectuate the acceptance of the amended TIGERIV Grant Agreement.
PASSED AND APPROVED this day of , 2016.
WILLIAM H. JOHNSON, Mayor
ATTEST:
PHILLIP PARA, City Clerk
RECEIVED
City Clerk's Office
Date/Time_ ri
ORDINANCE NO.
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 day of , 2016.
WILLIAM H. JOHNSON, Mayor
ATTEST:
PHILLIP PARA, City Clerk
RECEIVED
City Clerk's Office
Dateffime_
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U
REAL ESTATE SALE CONTRACT OFFER AND
ACCEPTANCE
(Total number of executed copies made 3)
Date: , 2016
To ALLEN COX, 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.
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 m ay
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.
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 , 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. Following 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 $ ., 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 earnest money 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 under the 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 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,
and ALLISON COX ESTES, Sellers
By:
RICHARD WILLIFORD, Agent
CITY OF WEST MEMPHIS, ARKANSAS
Purchaser
By:
Name:
Title:
3
Environmental Notice
The Seller warrants to his knowledge no substances deemed hazardous by the Environmental Protection
Agency (EPA) are located on the property and further that no violations of EPA law exist on the site.
Further, Seller and Purchase are hereby forewarned as to their individual responsibilitiesregarding
environmental matters relative to this location.
Comprehensive Federal and State laws and regulations have been enacted in the last few 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 fault. 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
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 disposed 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
may be required, if any, the estimated cost and expenses associated with the use, storage, handling,clean-
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.
The past uses of the property may provide valuable information as to the likelihood of hazardous wastes or
substances, or underground storage tanks being on the property.
Although, Richard Williford of Williford Realty Company, will disclose any knowledge he actually
possesses with respect to the existence of hazardous wastes or substances, or underground storage tanks on
the property. Richard Williford of Williford Realty Company nor agent have not made investigations or
obtained reports regarding the subject matter of this notice, except as may be described in a separate written
document signed by Richard Williford of Williford Realty Company and/or agent. Richard Williford of
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
professional, such as a civil engineer, geologist, industrial hygienist or other persons with experience in
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,
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
or substances and underground storage tanks may be on all types of real property. This Notice is therefore
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.
Seller/Lessor Purchaser/Lessee
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