08/05/2021 PLEASE TURN OFF ALL CELL PHONES
AGENDA
WEST MEMPHIS CITY COUNCIL
AUGUST 5, 2021
PRAYER:
PLEDGE OF ALLEGIANCE: AMERICAN LEGION
CALL TO ORDER
BID OPENINGS: CDBG REHAB BIDS - PAUL LUKER
MINUTES: APPROVE OR CORRECT MINUTES OF JULY
15, 2021
OLD BUSINESS: 2ND READING OF AN ORDINANCE GRANTING
A SPECIAL USE PERMIT FOR THE PROPERTY
LOCATED AT 1400 INGRAM., PERMITTING A
150 FT. TALL COMMUICATIONS TOWER IN A
C-2 OPEN DISPLAY COMMERCIAL DISTRICT
NEW BUSINESS: NONE
PERMISSION REQUEST: PERMISSION FOR MAYOR MCCLENDON TO
USE $109,000 DOLLARS OF MAINSTREET
MONEY TO COVER THE MAINSTREET
DEMOLITION PROJECTS LOCATED AT 501
EAST BROADWAY OLD RAILROAD BUILDING)
AND THE BUILDING LOCATED AT 801 E.
BROADWAY (DEMOLITION APPROVL FOR 801
E. BROADWAY TABLED UNTIL 07/15/2021)
PERMISSION REQUEST FOR THE MAYOR TO
USE THE $235,000.00 SALE PROCEEDS
FROM TILDEN ROGERS PARK'S TVT TOWER
TO PURCHASE TURK'S PROPERTY IN FRONT
OF THE HIGHTOWER PARK AT 13TH AND
14TH STREET AND BROADWAY TO EXTEND
HIGHTOWER PARK
COMMITTEE
REPORTS:
APPOINTMENTS:
Page 2
August 5, 2021 Agenda
Lisa Cuffie Decision on Public Convenience Application
Cuffle Home Health Care Medical & Public Transportation Business
403 Ingram
West Memphis, AR 72301
ANNOUNCEMENTS:
ADJOURNMENT:
MINUTES
WEST MEMPHIS CITY COUNCIL
August 5, 2021
A regular meeting of the West Memphis City Council was held on August 5,
2021, at 1:00 p.m. in the City Council Chambers at City Hall, 205 S. Redding,
West Memphis, Arkansas.
Invocation was given by Reverend John Rech, followed by the Pledge of
Allegiance led by City Clerk, James Pulliaum, Mayor Marco McClendon called
the meeting to order at 1:00 p.m. City Clerk, James Pulliaum, called the roll.
Those present were Mayor Marco McClendon, City Attorney Michael Stephenson,
City Treasurer, Charlie Suiter Jr., and Councilors: Gheric Bruce, Tracy Catt,
James Holt, Lorraine Mohammed, Willis Mondy, David Murray, and Charles
Wheeless. Absent was Wayne Croom, Helen Harris, and Melanie Hutchinson.
Also, present was Evening time reporter John Rech. Quorum being present
Mayor McClendon proceeded with the meeting.
BID OPENINGS CDBG REHAB BIDS- PAUL LUKER
Councilor Catt made the motion, seconded by Councilor Bruce to approve the
Community Block Grant Rehab bids as presented and to refer them back to
administration for distribution. Upon voice vote, voting was unanimous to
approve.
APPROVE OR CORRECT MINUTES OF JULY 15, 2021, COUNCIL MEETING
Councilor Catt made the motion, seconded by Councilor Mohammed to
dispense with the reading of the minutes of the July 15,2021, Council Meeting
1 and to approve them as submitted. Upon voice vote, voting was unanimous to
approve.
OLD BUSINESS:
2nd READING OF AN ORDINANCE GRANTING A SPECIAL USE PERMIT FOR
THE PROPERTY LOCATED AT 1400 INGRAM., PERMITTING A 150 FT.
TALL COMMUNICATIONS TOWER IN A C-2 OPEN DISPLAY COMMERCIAL
DISTRICT
City Attorney Stephenson read the ordinance by title only for the SECOND
time.
NEW BUSINESS:
Councilor Murray made the motion, seconded by Councilor Bruce to add 5
items to the agenda. Permission request to divide Southland check for
$28,622.36 evenly between the four Boys and Girls Club, Permission to sign a
Purchase and Sale Agreement for Turk-Pugh Properties, West Memphis Police
IT Department Manager Job Description, An Ordinance waiving competitive
bidding for repair of the sinkhole at 300 Shoppingway declaring an emergency
and Resume for Billy Hayes for consideration for appointment to Parks
LCommission. Upon voice vote, voting was unanimous to approve.
Councilor Mohammed made the motion, seconded by Councilor Bruce to read
0-1 by title only. Upon voice vote, voting was unanimous.
0-1 AN ORDINANCE WAIVING COMPETITIVE BIDDING FOR REPAIR OF
THE SINKHOLE AT 300 SHOPPINGWAY DECLARING AN EMERGENCY
SECTION 2 AND FOR OTHER PURPOSES
City Attorney Stephenson read the ordinance by title only for the FIRST time.
Councilor Mohammed made the motion, seconded by Councilor Bruce to
suspend the rules, and place the ordinance on its second reading. Upon voice
vote, voting was unanimous. City Attorney Stephenson read the ordinance by
title only for the SECOND time. Councilor Mohammed made the motion,
seconded by Councilor Murray to further suspend the rules, and place the
ordinance on its third reading. Upon voice vote, voting was unanimous. City
Attorney Stephenson read the ordinance for the THIRD and FINAL time by title
only. Councilor Catt abstained from the vote because it abuts his employer's
property. Mayor McClendon asked for a roll call vote. City Clerk, James
Pulliaum called the roll. The roll call vote was as follows:
YES: Bruce, Holt, Mohammed, Mondy, Murray and Wheeless
NO: None
ABSTAINED: Catt
ABSENT: Croom, Harris, Hutchinson
With 6 Yes votes, 0 No votes, 1 abstention vote and 3 absent the ordinance
passed. Councilor Bruce made the motion, seconded by Councilor Mohammed
to approve the Emergency Clause in Section 2. Upon voice vote, voting was
unanimous to approve the Emergency Clause in Section 2. The ordinance was
adopted and assigned No. 2583.
PERMISSION REQUEST:
PERMISSION FOR MAYOR MCCLENDON TO USE $109,000 DOLLARS OF
MAINSTREET MONEY TO COVER THE MAINSTREET DEMOLITION
PROJECTS LOCATED AT 501 EAST BROADWAY (OLD RAILROAD
BUILDING) AND THE BUILDING LOCATED AT 801 E. BROADWAY
(DEMOLITION APPROVAL FOR 801 E BROADWAY TABLED FROM
07/15/2021 COUNCI MEETING)
Mayor McClendon asked Mainstreet Director, Deborah Abernathy and
Mainstreet Board President, Jack Poff Jr. to present their presentation before
council on what they were proposing for the property at 801 East Broadway as
an alternative for demolition of the property. Mr. Jack Poff Jr. said several
years ago the board talked about adding a plaza to show case the history of
KWEM information. After Regions Bank declined to do any more improvement
to their property the board identified the property at 801 E. Broadway.
Mainstreet contacted the property owner in the past week and the owner has
agreed to donate the property to Mainstreet for this cause. They feel like they
could help bring interest to downtown Mainstreet by creating an open-air
plaza. They also received instruction from Secretary Hurst where they have
been told that they could use their grant funds for a big project like this. They
are asking council that instead of spending $25,000 dollars to demo the
building to give them a small fraction of money to get it cleaned up and they
will take care of the esthetics. Mr. Poff said that they need buildings on
Mainstreet to continue to receive State resources and contribute to the
economic vitality and bull dozing it will turn into a negative and this would
turn it into something positive. Ms. Abernathy said that in the Mainstreet
Corridor they also receive historic tax credits but if any more buildings come
down it would take the historic tax credit away from them, by encouraging
people to rehab a building they would receive 20% from the Federal
Government and 25% from the State, there is no tax credit for a blank piece of
property or building something on that property. Mainstreet's goal is to
maintain the properties and to keep them vital as well as hopefully get them
rented or purchased while maintaining their history. Councilor Holt asked
what they could do with the buildings. Mr. Poff said that it was not feasible for
them to do anything with the Old Railroad Depot, and they were unable to get
any investors interested in that building. At 801 East Broadway that would
become an open-air plaza and would be open to the public as well as it could
be used for outdoor concerts such as Blues off Broadway and the farmer's
market. Although they do not plan to develop the back half of the building,
they will clean it out and there could be potential for retail space in another
phase. Mr. Poff said in five years if someone wanted to purchase the building
from the city and they see they saved it and turned it into a vibrant retail
opportunity they would be opened to discussing it with the city and they could
set that in the contract prior to purchase. Councilor Mohammed asked when
did they begin the discussion about the property? Mr. Poff said they have been
discussing this property for approximately two years when Region's bank
decided not to do any more improvements on their property. Councilor
Mohammed expressed her concern with the open park and vagrants if the
building would be closed. Mr. Poff said the plan is to have it be an open park.
City Treasurer, Suiter asked if there were any liens on the property. Mr. Poff
said that would have to researched when they do a title search. Councilor Catt
said he was saddened by the lack of communication between council and
Mainstreet and would like to open the lines of communication going forward.
Councilor Catt asked about the efforts to help existing business on Mainstreet
and if all the existing grant money would be used to fund this sole project
especially since there was no guarantee that they would receive additional
grant funding. Mainstreet Director, Deborah Abernathy said that they have
made efforts to assist the business, but it can often be difficult since the
business are required to put up the money on the front end for repairs and
then be reimbursed. City Clerk, James Pulliaum said that we need to find a
way to revitalize our history, but he agreed with Mayor McClendon that it
should not fall on the city to fund it since they do not have the grant. Mayor
McClendon asked if there were any City Councilors on the Mainstreet Board.
Mayor McClendon felt that they could better improve on the relations between
Council and Mainstreet with having a council member on the board like all the
other committees. Ms. Abernathy said that there are no Council Members on
the Mainstreet board. Mayor McClendon wanted Ms. Abernathy to know that
he is always available to his Department Heads, and should she ever need to
have a discussion going forward about a project that his door is always open.
There being no further discussion. Mayor McClendon called for a roll call vote.
City Clerk, James Pulliaum called the roll. The roll call vote was as follows:
YES: Holt, Mohammed, Wheeless
NO: Bruce, Catt, Mondy, Murray,
ABSTENTION: None
ABSENT: Croom, Harris, Hutchinson
With 3 yes votes, 4 no votes, 0 abstentions and 3 absent the request made by
Mainstreet to turn 801 East Broadway property into an open-air park failed.
Mayor McClendon asked for a roll call vote to move forward with the demolition
of 801 East Broadway. City Clerk, James Pulliaum called the roll. The roll call
vote was as follows:
YES: Bruce, Catt, Mondy, Murray,
NO: None
ABSTENTION: Holt, Mohammed, Wheeless
ABSENT: Croom, Harris, Hutchinson
I L
With 4 yes votes, 0 no votes, 3 abstention votes and 3 absent the permission
request to demo 801 East Broadway failed.
PERMISSION REQUEST FOR MAYOR MCCLENDON TO USE THE $235,000
DOLLAR SALE PROCEEDS FROM TILDEN ROGERS PARK'S TVT TOWER
TO PURCHASE TURK'S PROPERTY IN FRONT OF THE HIGHTOWER PARK
AT 13TH AND 14TH STREET AND BROADWAY TO EXTEND HIGHTOWER
PARK
Councilor Catt made a motion, seconded by Councilor Bruce to approve the
request to allow Mayor McClendon to use the $235,000 dollars sale proceeds
from Tilden Rogers Park's TVT tower to purchase Turk's property in front of
Hightower Park at 13th and 14th street and Broadway to extend Hightower Park.
Upon voice vote, voting was unanimous to approve.
PERMISSION FOR MAYOR MCCLENDON TO SIGN A PURCHASE AND SALE
AGREEMENT FOR TURK-PUGH PROPERTIES
Councilor Catt made the motion, seconded by Councilor Mondy to approve the
mayor to sign a Purchase and Sale Agreement for Turk-Pugh properties as
presented. Upon voice vote, voting was unanimous to approve.
WEST MEMPHIS POLICE IT DEPARTMENT MANAGER JOB DESCRIPTION
Councilor Catt made the motion, seconded by Councilor Mohammed to
approve. Council Mohammed asked if this person would exclusively work with
the police department. Councilor Catt asked if it would be a civilian employee.
Mayor McClendon said this person would work for the Police Department but
will work with the City Attorney to handle FOIA request and IT Director, Lola
Adaway. There will be no increase to budget since they already have an open
position and the salary will be between $50,000 and $60, 000 a year and the
position will be posted. Upon voice vote, voting was unanimous
PERMISSION TO DIVIDE SOUTHLAND CHECK FOR $28,622.36 EVENLY
BETWEEN THE FOUR BOYS AND GIRLS CLUB. $7155.59- TORI PERRY
Councilor Mohammed made a motion, seconded by Councilor Bruce to approve
the permission request for Southland Charity Day funds. Upon voice vote,
voting was unanimous to approve.
RESUME FOR BILLY HAYES FOR CONSIDERATION FOR APPOINTMENT
TO PARKS AND RECREATION COMMISSION
Mayor McClendon said the resume for Billy Hayes was distributed to Council
for them to review for their consideration to extend his term on the Parks
Commission and they would vote on the matter at the next council meeting.
COMMITTEE REPORTS:
ADVERTISING & PROMOTION: Councilor Mondy passed out the
Advertising & Promotion report to council. The Advertising & Promotion
Commission met on July 19, 2021, at 4:05 p.m. The commissioners present
were Tim Wallace, Mike Patel, Scott Ferguson and Shawna Robinson. Also in
attendance were Jim Jackson, Joe Ackers, Tawana Bailey, Anthony Feltner,
Joanne Thompson, and Kimberly Hamilton. Jim Jackson presented the
financial report with the itemized budget. Mr. Jackson said the that the
financials are running behind, but the collections are up to date. Collections
are up 117% from May last year those totals reflected the 2% tax rate and are
not the new 3% rate that went into effect in June and are not collected until
July. The commission asked Jim Jackson to check with the Finance Director
about investing in CD's. The commission discussed Jim Jackson request to
consider building a new Civic Facility rather than just remodeling the existing
building. Mr. Jackson would like to build a building that would accommodate
both the performing arts and meeting aspects under one roof. Mr. Jackson
reminded council that they have a signed contract with Roddy Geary for
$200,000 dollars to build a warehouse behind the auditorium. They are waiting
for the cost of construction material to go down. Mr. Anthony Feltner and
Joanne Thompson of Fearless Youth Evolving FYE Sponsorship Proposal
presented a funding request asking A & P for $10,000 dollar to sponsor a
community outreach event at Tilden Rogers Park. After some discussion the
commission decided not to sponsor the event.
POLICE COMMISION: Councilor Mohammed presented the Police
Commission report. The Police Commission met on August 2, 2021, at 12:00
p.m. members present were Lorraine Mohammed, Melanie Hutchinson, James
Holt, Charles Wheeless and Willis Mondy. Police Chief Pope gave the
commission an update. There will be a Police Department wide presentation on
Drone Unit and Bola Wrap by DJL, in the future. Kilpatrick LeFlore, one of the
of the three Courtyard Apartment shooters was captured on Monday, July 26,
2021. The drone unit was used to find a missing 4-year-old juvenile. Former
Fire station number 3 was discussed as a possible location to house the SWAT
training facility. It was also discussed that Reverend Banks of Bethel Methodist
church had also come before Council asking to purchase or use the building
for the church feeding program. Pastor Banks request is contingent upon DHS
approval of the building. Chief Pope also stated that a bus full of volleyball
players, traveling from Pulaski County, broke down and the police department
and brother Billy Beech was instrumental in assisting them until their help
arrived. Chief Pope said that he will not be hiring or promoting any police staff
within the next 100 days, but he has assigned some staff to fill positions until
promotional decisions are made.
PARK COMMISSION: Councilor Mohammed presented the Parks
Commission report. The Parks Commission met on July 27, 2021, at 6:30 pm
Councilor Mohammed read a statement from Parks Director, Lorenzo Parker
regarding a meeting with Parks Commission Chairman Darin McCollum to
council. It was suggested that an invitation be given to the Council Members to
attend the July 27, 2021, Parks Commission meeting to clarify some issues
revolving about the slated bond issue. Mr. Ladd Garey the architect chosen on
the project was copied on the email and invited to attend the meeting, so that
any questions that Council might have could be addressed. The commission
set a new meeting date and time. The Parks Commission will meet the 2nd
Tuesday of each month at 6:00 p.m. in the Utility Conference room. Hightower
and Tilden Rodgers Park were discussed. The commission and the council will
be responsible for finding monies for renovation of both parks, as the allotted 9
million dollars will not be enough to complete both parks. A scheduled work
session will be held. Also discussed were monies that the Parks and Recreation
Department should have received from a Cell Tower Project. Mr. Parker will be
meeting with Mayor McClendon about the issue. Wi-Fi, workout equipment and
outside furniture is in discussion for being placed in Matthews and Franklin
Parks. Estimates are needed. It was discussed that the 10th Street Mini Street
Park be named in honor of Sony Weems, as Mr. Weems has donated $10,000
dollars to the park for renovation. Mr. Billy Joe Hayes has been recommended
to fill the vacant position on the Commission and his resume has been
forwarded to Mayor McClendon for City Council's approval.
BUDGET COMMITTEE: Councilor Catt said the budget Committee met
but they did not have the update data for June, so it was the same information
as reported before.
PUBLIC WORKS: Councilor Murray said that Public Works would present their
report at the next scheduled Council Meeting in August. Councilor Mohammed
addressed the concerns of a constituent regarding the property at 1614
Scottwood. Councilor Mohammed passed out some pictures to council and
expressed her concerns at the condition of the property. The constituent lives
next door to property and is elderly and has a severe health condition and is
asking the city to assist her with getting the property cleaned up. Mayor
McClendon said he would see what he could do to resolve the matter.
APPOINTMENTS: NONE
PRESENTATIONS: NONE
CITIZENS REQUEST: Ms. Kelly Fisher a resident of 527 Belehr Drive West
Memphis, Arkansas. Came before council to address an issue with a gentleman
in violation of speeding through the neighborhood where small children are
playing and loud noise from truck pipes, terroristic threating and harassment.
Ms. Fisher said she has made several attempts to get police assistance but is
always told by the dispatcher that they cannot do anything to him unless they
catch him doing something. Ms. Fisher said he does it the same time everyday
and has asked the police if they could not just have a police officer in the area
to catch him since he lives on the next street at 614 Balfour West Memphis,
Arkansas and is at home in his driveway by the time police get to the area. Ms.
Fisher said she is wanting to open a business in West Memphis but is reluctant
to do so. Ms. Fisher is asking Council for their help to resolve this matter.
Mayor McClendon said Police Chief Pope was in the audience and asked Ms.
Fisher to speak with Chief Pope at the end of the Council meeting to try and get
some resolve.
Ms. Alisa Cuffie business address 403 Ingram Blvd West Memphis, Arkansas
came before Council for their decision on her Certificate of Public Convenience
to operate a Medical and Public Transportation business. Ms. Cuffie has
passed all city inspections of her building and has purchased a privilege license
to operate a home health business and is now asking for councils' approval to
operate a medical and public transportation business. Ms. Cuffie has provided
all the documentation required, background checks, driver's license and
physicals for all transportation operators. Mayor McClendon asked for a roll
call vote. City Clerk, James Pulliaum called the roll call vote. The vote was as
follows:
YES: Bruce, Catt, Holt, Mohammed, Mondy, Murray, Wheeless
NO: None
ABSTENTION: None
ABSENT: Croom, Harris, Hutchinson
With 7 yes votes, 0 no votes, 0 Abstention votes, 3 absent the request to
approve Cuffie Transportation Business Passed.
ANNOUNCEMENTS: Mayor McClendon commended Chief Pope and his
officers for their work in apprehending two out of the three suspects involved in
the shooting at Baton and McAuley where a 3-year-old child was injured.
Mayor McClendon said that the child is recovering. They are still looking for the
third suspect who is an adult.
Mayor McClendon asked everyone to be in prayer for MPO/City Engineer
Amanda Hicks and her family.
Mayor McClendon also asked everyone to keep IT Director, Lola AdAway's son
in their prayers and thoughts as he battles a serious illness.
Mayor McClendon also asked everyone to pray for the family of young Jordan
Franklin who was an eleven-year-old female child who attended Jackson
Wonder who recently passed away from complications from Covid. Councilor
Murray echoed Mayor McClendon sentiments and asked everyone to take it
seriously and get their children vaccinated. There will be a candlelight vigil at
Jackson Wonder at 6:00 p.m. on Friday August 6, 2021.
Community Outreach Director, Tawana Bailey announced that on Saturday
August 7, 2021, from 10:00 a.m. to 12:00 pm there will be a Touch A Truck
back to school supply give away at the West Memphis Civic Center. There will
be live entertainment, food trucks and a bouncy house. They will have City of
West Memphis Fire Trucks, Police Vehicles, Utility Vehicles, and Sanitation
vehicles on display.
Councilor Mohammed said the Wonder City Girl's Club will also be doing a
Back-to-School supply give away from 10:00 a.m. to 12:00 pm and they will
have live entertainment, food trucks and activities for the children.
Mayor McClendon said there have been over 201 covid cases reported in the
County. Over 800 children have been quarantined in Marion, Arkansas. Mayor
McClendon said over 90% have been due to the Delta Variant. It has been
reported that even if you have been vaccinated you can still catch covid but
that it can be less debilitating if you have already been vaccinated and he is
asking everyone to adhere to CDC guidelines and to be safe.
City Clerk, Pulliaum said that he unofficially met with the Legislative Auditors,
and it has been brought to his attention that some of the duties of the City
Clerk and City Treasurer need to be segregated. He suggested they get with the
City Attorney for direction on how to do so. City Attorney Stephenson said he
prepared an ordinance separating the duties, but it was never put on the
agenda, and he will try and locate it.
City Clerk Pulliaum said the voice recorders have been purchased by the mayor
for each committee to sign out prior to their meeting from the clerk's office and
will be available next week for each committee chair to pick up.
Having no further business to come before the City Council, Council Member
Murray made the motion, seconded by Council Member Bruce to adjourn.
Upon voice vote, the voting was unanimous. The meeting adjourned at 2:10
p.m.
PASSED and APPROVED this 19th day August 2021.
1„D le(eldee.,fcie
MA CO MCCLENDON, MAYOR
ATTEST:
JA S PULLI UM ITY CLERK
Minutes prepared by, Patricia Lane, Sr. Deputy City Clerk
0-j Reply all \ III Delete & Junk Block .
CDBG Rehab Bids for 8/521 Council Agenda
Paul Luker
PL Thu 7/29/2021 9:26 AM
To: Patricia Lane
Cc: Suzanna Marshall; Marilyn Phelix
Patricia
Please place the CBBG Rehab bids on the 8-5 City Council Agenda.
Thanks
Paul Luker, AICP
Director of Planning and Development
City of West Memphis
Reply Reply all Forward
RECEIVED
Roofing Rehab Bid List
August 4, 2021
1:OOpm
Address Kenneth Washington Delta Roofing
409 N 7th St $ 6,080.00 $ 17,170.00
405 N 10TH $ 4,160.00 $ 4,390.00
704 S 11 St $ 6,080.00 $ 7,850.00
501 Julia St $ 8,320.00 $ 9,460.00
817 Holiday Dr $ 8,000.00 $ 8,480.00
704S8 th $ 9,600.00 $ 11,725.00
318S9 th $ 7,040.00 $ 9,760.00
401 S 16th St $ 9,600.00 $ 13,290.00
533S9 TH $ 4,800.00 $ 7,540.00
618S12 TH $ 4,160.00 $ 4,730.00
762 West McAuley Dr $ 5,760.00 $ 7,440.00
301 N 34th St $ 5,760.00 $ 7,530.00
214S17 TH $ 5,760.00 $ 6,440.00
401 N 36th St $ 5,760.00 $ 7,250.00
404 N 12th St $ 3,840.00 $ 4,800.00
815 Madison Ave $ 6,080.00 $ 6,900.00
128 S 215' $ 8,000.00 $ 14,700.00
401S21 ST $ 4,800.00 $ 13,290.00
501 Burns $ 6,720.00 $ 7,050.00
632 12th $ 14,400.00 $ 16,050.00
2919 Dickson $ 5,120.00 $ 5,880.00
1918 Jackson $ 10,240.00 $ 12,770.00
1208 W.E. Catt $ 5,760.00 $ 7,330.00
352 S Worthington Dr $ 8,320.00 $ 8,400.00
306 W Madison Ave $ 4,800.00 $ 6,030.00
1805 Madison $ 5,760.00 $ 14,440.00
750 West McAuley Dr $ 5,440.00 $ 8,290.00
302 Oxford $ 8,320.00 $ 8,300.00
3501 Church St $ 7,040.00 $ 8,240.00
219 Shady Grove $ 9,600.00 $ 20,475.00
311 S 19th St $ 7,680.00 $ 18,870.00
1202 S McAuley Dr $ 5,760.00 $ 8,540.00
108 Shady Grove St $ 10,880.00 $ 20,950.00
522 N 16th St $ 8,320.00 $ 7,880.00
PERMISSION REQUEST
PERMIISSION REQUEST FOR THE MAYOR TO USE THE$25,000.00 SALE PROCEEEDS FROM THE TILDEN
ROGERS PARK'S TVT TOWER TO PURCHASE TURKS'S PROPERTY IN FRONT OF THE HIGHTOWER PARK
AT 13TH AND 14TH STREET AND BROADWAY TO EXTEND HIGHTOWER PARK
RECEIVED
CI
Da me�7 ��I'l
J
MEMO
From the desk of Tori Perry
Date: 8/4/21
To: W M City Council
Permission to divide Southland check for $28,622.36
evenly between the four boy's and girl's club.
$7,155.59 per club
Thanks,
Tori Perry
RECEIVED
�
By _ �
UIN�ND
sD,CASINO_
July 21, 2021
The Honorable Marco McClendon
Mayor, City of West Memphis
P. O. Box 1728
West Memphis, Arkansas 72303
Dear Mayor McClendon:
Enclosed please find our check for$28,622.36.
According to State Statute 23-111-509 (e)(2) . . . "The money shall be used for charitable
purposes only, benefiting young females and young males of the city as determined by
the mayor and the governing body of the city. It is the intent that funds shall be made
available to and used by the Girls' Club and Boys' Club or similar non-profit charitable
organizations providing recreational youth service benefiting young females and young
males of the city."
In accordance with state regulations, this represents fifty percent (50%) of the uncashed
pari-mutuel tickets for the second meet of 2020 (July 1 through December 31, 2020).
Sincerely,
bojv�Q V
David Wolf
President and General anager
Enclosures
*1550 N.Ingram Blvd.*West Memphis,AR 72301*870.735.3670* Fax 870.732.8335
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I— � SOUTHLAND RACING CORPORATION
1550 N.INGRAM BLVD VENDOR NO. I DATE CHECK NO
W.MEMPHIS,AR 72301
0000004129 1 07/20/21 080901
invoice Date I Invoice Number Gross Amount I Discount Taken I Paid Amount
rl --
07/15/21 1 MEETS OUT 2020(7/01-12/31/20 22. 0.00 1 28,6 2.36
II
�I DETACH BEFORE DEPOSITING TOTALS: $28,622.36 $0.00 1 $28,622.36
B
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- REMOVE DOCUMENT ALONG THIS PERFORATION
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ARTIFICIAL WATERMARK ON REVERSE
SIDE ••NOT ACCEPT WITHOUTNOTING
r—I
DATE CHECK NO.
Li SOUTHLAND RACING CORPORATION *937 07/20121 080901
1550 N.INGRAM BLVD 219
r—I W.MEMPHIS, AR 72301 $28,822.38
JP MORGAN CHASE BANK N.A. VOID IF NOT CASHED WITHIN 90 DAYS
Symuee, NY
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++Twenty-eight thousand six hundred twenty-two and 36/10ODollar"
_ PAY CITY OF WEST MEMPHIS
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THE
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OF DER VEN:0000004129 AUTHORIZED SIGNATURE
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-
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SEE REVERSE SIDE FOR OPENING INSTRUCTIONS
SOUTHLAND RACING CORPORATION
1550 N. INGRAM BLVD
W. MEMPHIS, AR 72301
CITY OF WEST MEMPHIS
PO BOX 1728
WEST MEMPHIS, AR 72303
I
Southland Racing Corporation
Analysis of Meets 2020 Outs Purged
Purge done on 07/09/2021
Dates purged thorugh 12/31/2020
Per Group Outs Summary
Vouchers Purged: 5,786.70
Outs of All Tracks: 51,458.01
Total: 57,244.71
Adjustment for Errors:
TOTAL OUTS PURGED: 57,244.71
Recap of Monies paid to City and County as a result of the purge:
United Tote purge(using Group Outs Summary): 57,244.71
Adjustment for errors:
Total Monies due to City and County: 57,244.71
Balance Due to City: 28,622.36
Balance Due to County: 28,622.36
A 181,743.24 Ending Outs Balance as of 12/31/2020
A-B 124,498.53 Beginning Outs Balance as of 1/1/2021
57,244.71 Total Outs Purged
C 164,279.72 Ending Outs Balance All Other Tracks as of 12/31/2020
D 112,821.71 Beginning Outs Balance All Other Tracks as of 1/1/2021
51,458.01 Total Outs Purged All Other Tracks
E 17,463.52 Ending Outs Balance Vouchers as of 12/31/2020
E 11,676.82 Beginning Outs Balance Vouchers as of 1/1/2021
5,786.70 Total Outs Purged Vouchers
51,458.01 Total Outs Purged All Other Tracks
5,786.70 Total Outs Purged Vouchers
57,244.71 Total Purged Outs
Run 5916 Wed 30-Jun-2021 BAT - BAT RUB - Brooklyn Fri 2-Jul-2021 2:26:06 PM
BAT-R REPORT V432.01 (BROOKLYN) Page 2
G r o u p O u t s S u m m a r y
1-Jan-70 through 31-Dec-20
USD
SGP - SOUTHLAND GREYHOUND +3(AVP,SGA,SGF)
Track --'---Beginning----- -------Added------ ------Cashed------ ------------------------Ending
Number Amount Number Amount Number Amount Number Amount Federal State Refund
WEA 213 2,148.32 0 0.00 0 0.00 213 2,148.32 0.00 0.00 523.70
BOA 53 145.00 0 0.00 0 0.00 53 145.00 0.00 0.00 54.20
WOH 167 983.05 0 0.00 0 0.00 167 983.05 0.00 0.00 327.20
KDA 3 3.60 0 0.00 0 0.00 3 3.60 0.00 0.00 3.60
DBA 27 422.49 0 0.00 0 0.00 27 422.49 0.00 0.00 12.70
LQT 34 128.10 0 0.00 0 0.00 34 128.10 0.00 0.00 80.10
MVA 46 672.23 0 0.00 0 0.00 46 672.23 0.00 0.00 47.40
zzazx czaza xz xxaa =aaaa:a=== zzaaaz aaxxssacza zazasa =_= saxaa== saaa aasx acaaaaax saasaaxa
7,494 51,458.01 x0 0.00 0 0.00 7,494 51,458.01 0.00 0.00 12,719.30
Purged -7,494 -51,458.01 0.00 0.00 -12,719.30
0 0.00 0.00 0.00 x0.00
VCH 3,869 5,786.70 0 0.00 0 0.00 3,869 5,786.70 0.00 0.00 0.00
Purged -3,869 -5,786.70 0.00 0.00 0.00
aaaaa= saazxz=a=z =zsaaa== aaaa==z xasca=aa
0 0.00 0.00 0.00 0.00
11,363 57,244.71 0 0.00 0 0.00 0 0.00 0.00 0.00 0.00
Claimed 100 4,145.48 0.00 0.00 38.00
Released -87 -3,660.79 0.00 0.00 -38.00
-74 3,176.10 0.00 0.00 -38.00
Run 5916 sled 30-Jun-2021 BAT - BAT HUB - Brooklyn Fri 2-Jul-2021 2:26:06 PM
BAT-R REPORT V432.01
(BROOKLYN) Page 3
G r o u p O u t s S u m m a r y
1-Jan-70 through 31-Dec-20
USD
AVP - SOUTHLAND VCH PROMO
Track ------Beginning----- -------Added------ ------Cashed------ ------------------------Ending------------------------
Number Amount Number Amount Number Amount Number Amount Federal State Refund
Run 5916 Wed 30-Jun-2021 BAT - BAT HUB - Brooklyn Fri 2-Jul-2021 2:26:06 PM
BAT-R REPORT V432.01
[BROOKLYN] Page 5
G r o u p O u t s S u m m a r y
1-Jan-70 through 31-Dec-20
USD
SGF - Southland Fastbet
Track ------Beginning----- -------Added------ ------Cashed------ ------------------------Ending------------------------
Number Amount Number Amount Number Amount Number Amount Federal State Refund
VCH 118 556.01 0 0.00 0 0.00 118 556.01 0.00 0.00 0.00
Purged -118 -556.01 0.00 0.00 0.00
0 0.00 0.00 0.00 0.00
s=soros =aassaassss aeras=a aosaasassa s=sorsa ss=ssaaa== as=ser ssssss = =saaossa ss=ser as eras osa
118 556.01 0 0.00 0 0.00 0 x0.00 0.00 0.00 0.00
Run 5916 wed 30-Jun-2021 BAT - BAT HUB - Brooklyn Fri 2-Jul-2021 2:26:07 PM
BAT-R REPORT V432.01 [BROOKLYN] Page 7
G r o u p O u t a S u a a a r y
1-Jan-70 through 31-Dec-20
BBD
AVP - SOUTHLAND VCH PROMO
Track ------Beginning----- -------Added------ ------Cashed------ ------------------------Ending
Number Amount Number Amount Number Amount Number Amount Federal State Refund
Run 5916 Wed 30-Jun-2021 BAT - BAT HUB - Brooklyn Fri 2-Jul-2021 2:26:07 PM
BAT-R REPORT V432.01 (BROOKLYN] Page 9
G r o u p O u t s S u m m a r y
1-Jan-70 through 31-Dec-20
BBD
SGP - Southland Fastbet
Track ------Beginning----- -------Added------ ------Cashed------ ------------------------Ending
Number Amount Number Amount Number Amount Number Amount Federal State Refund
Run 5916 Wed 30-Jun-2021 BAT - BAT HUB - Brooklyn Fri 2-Jul-2021 2:26:09 PM
HAT-R REPORT V432.01 (BROOKLYN) Page 11
G r o u p O u t s S u m m a r y
1-Jan-70 through 31-Dec-20
HKD
AVP - SOUTHLAND VCH PROMO
Track ------Beginning----- -------Added------ ------Cashed------ ------------------------Ending------------------------
Number Amount Number Amount Number Amount Number Amount Federal State Refund
Run 5916 Wed 30-Jun-2021 BAT - BAT HUB - Brooklyn Fri 2-Jul-2021 2:26:09 PM
BAT-R REPORT V432.01
[BROOKLYN] Page 13
G r o u p O u t a S u m m a r y
1-Jan-70 through 31-Dec-20
HKD
SOF - Southland Fastbet
Track ------Be Beginning ----------------------- g------------------------
g g----- -------Added------ ------Cashed------ - Ending
Number Amount Number Amount Number Amount Number Amount Federal State Refund
Run 5916 Wed 30-Jun-2021 BAT - BAT HUB - Brooklyn Thu 1-Jul-2021 4:16:05 AM
BAT-R REPORT V432.01 [SGP-ACCT] Page 2
G r o u p O u t a S u m m a r y
1-Jan-70 through 1-Jul-21
USD
SGP - SOUTHLAND GREYHOUND +3(AVP,SGA,S(;F)
Track ------Beginning----- -------Added------ ------Cashed------ ------------------------Ending------------------------
Number Amount Number Amount Number Amount Number Amount Federal State Refund
PMA 51 552.61 0 0.00 0 0.00 51 552.61 0.00 0.00 106.30
DTA 362 1,483.97 15 26.00 4 6.90 373 1,503.07 0.00 0.00 721.90
NZA 55 239.60 0 0.00 0 0.00 55 239.60 0.00 0.00 110.40
KEA 139 854.38 0 0.00 0 0.00 139 854.38 0.00 0.00 332.20
ELA 13 244.90 0 0.00 0 0.00 13 244.90 0.00 0.00 18.50
JDA 172 2,574.90 0 0.00 0 0.00 172 2,574.90 0.00 0.00 233.00
HAA 102 666.86 0 0.00 0 0.00 102 666.86 0.00 0.00 116.90
MWA 7 212.00 0 0.00 0 0.00 7 212.00 0.00 0.00 4.20
WEA 716 9,543.68 95 210.00 3 80.10 808 9,673.58 0.00 0.00 1,890.50
BOA 53 145.00 0 0.00 0 0.00 53 145.00 0.00 0.00 54.20
WOH 393 2,353.57 0 0.00 5 9.45 388 2,344.12 0.00 0.00 846.50
AJA 15 35.35 0 0.00 0 0.00 15 35.35 0.00 0.00 2.50
RDA 3 3.60 0 0.00 0 0.00 3 3.60 0.00 0.00 3.60
DBA 70 1,177.77 3 200.30 0 0.00 73 1,378.07 0.00 0.00 116.60
CEO 0 0.00 0 0.00 0 0.00 0 0.00 0.00 0.00 0.00
CHT 1 0.50 0 0.00 0 0.00 1 0.50 0.00 0.00 0.50
LOT 44 144.50 0 0.00 0 0.00 44 144.50 0.00 0.00 96.50
MVA 142 1,016.98 0 0.00 0 0.00 142 1,016.98 0.00 0.00 255.10
CH6 1 22.20 0 0.00 0 0.00 1 22.20 0.00 0.00 0.00
CAA 103 2,411.80 5 250.20 2 774.00 106 11888.00 0.00 0.00 141.00
21,146 164,313.93 175 2,508.75 63 2,542.96 21,258 '>164,279.72 0.00 195.00 33,438.50
Purged -7,494 -51,458.01 0.00 0.00 -12,719.30
13,764 112,821.71 0.00 195.00 20,719.20
VCH 10,185 17,751.06 53 175.43 37 462.97 10,201 '-17,463.52 0.00 0.00 0.00
Purged -3,869 -5,786.70 0.00 0.00 0.00
6,332 11,676.82 0.00 0.00 =0.00
31,331 182,064.99 228 2,684.18 100 3,005.93 20,096 124,498.53 0.00 195.00 20,719.20
Claimed 220 10,782.45 0.00 0.00 38.00
Released -188 -8,843.54 0.00 0.00 -38.00
-55 1,721.88 0.00 0.00 -38.00
Run 5916 Wed 30-Jun-2021 BAT - BAT HUB - Brooklyn Thu 1-Jul-2021 4:16:05 AM
HAT-R REPORT V432.01 [SGP-ACCT) Page 3
G r o u p O u t s S u m m a r y
1-Jan-70 through 1-Jul-21
USD
AVP - SOUTHLAND VCH PROMO
Track ------Beginning----- -------Added------ ------Cashed------ ------------------------Ending------------------------
Number Amount Number Amount Number Amount Number Amount Federal State Refund
Run 5916 Wed 30-Jun-2021 BAT - BAT HUB - Brooklyn Thu 1-Jul-2021 4:16:05 AN
BAT-R REPORT V432.01 (SGP-ACCT] Page 5
G r o u p O u t s S u m m a r y
1-Jan-70 through 1-Jul-21
USD
SGP - Southland Fasthet
Track ------Beginning----- -------Added------ ------Cashed------ ------------------------Ending------------------------
Number Amount Number Amount Number Amount Number Amount Federal State Refund
VCH 147 562.80 0 0.00 0 0.00 147 562.80 0.00 0.00 0.00
Purged -118 -556.01 0.00 0.00 0.00
----29 -----_-6.79 __--0.00 =-_-0.00 ----0 00
147 562.80 0 0.00 0 0.00 29 6.79 0.00 0.00 0.00
Run 5916 Wed 30-Jun-2021 BAT - BAT RUB - Brooklyn Thu 1-Jul-2021 4:16:07 AM
BAT-R REPORT V432.01 [SGP-ACCT] Page 7
G r o u p O u t s S u m m a r y
1-Jan-70 through 1-Jul-21
BBD
AVP - SOUTHLAND VCH PROMO
Track ------Beginning----- -------Added------ ------Cashed------ ------------------------Ending------------------------
Number Amount Number Amount Number Amount Number Amount Federal State Refund
Run 5916 Wed 30-Jun-2021 BAT - BAT HUB - Brooklyn Thu 1-Jul-2021 4:16:07 AM
BAT-R REPORT V432.01 [SGP-ACCT] Page 9
G r o u p O u t s S u m m a r y
1-Jan-70 through 1-Jul-21
BBD
SGP - Southland Faetbet
Track ------Beginning----- -------Added------ ------Cashed------ ------------------------Ending
Number Amount Number Amount Number Amount Number Amount Federal State Refund
Run 5916 hied 30-Jun-2021 BAT - BAT HUB - Brooklyn Thu 1-Jul-2021 4:16:09 AN
BAT-R REPORT V432.01 [SGP-ACCT] Page 11
G r o u p O u t s S u m m a r y
1-Jan-70 through 1-Jul-21
HRD
AVP - SOUTHLAND VCH PROD
Track ------Beginning----- -------Added------ ------Cashed------ ------------------------Ending------------------------
Number Amount Number Amount Number Amount Number Amount Federal State Refund
Run 5916 Wed 30-Jun-2021 BAT - BAT HUB - Brooklyn Thu 1-Jul-2021 4:16:09 AM
BAT-R REPORT V432.01 [SGP-ACCT] Page 13
G r o u p O u t a S u m m a r y
1-Jan-70 through 1-Jul-21
HRD
SGF - Southland Fastbet
Track ------Beginning----- -------Added------ ------Cashed------ ------------------------Ending------------------------
Number Amount Number Amount Number Amount Number Amount Federal State Refund
St M , SES MEMPHIS
S
PLICE
OPPT D E P A R T M E N T
@westmemphispolice 0000
Michael D. Pope
Chief of Police
ITS Department Manager
Position Job Description:
• Responsible for managing the daily operations of the Information Technology Systems Department
• Implementing activities of technology projects relating to hardware/software resources and support
ensuring goals are accomplished
• Coordinate resources and staff to provide technical assistance to devices
• Provides courteous and friendly support to end-users
• Trains staff on any new procedures and processes
• Troubleshoot hardware and software errors by running diagnostics, documenting problems and
resolutions, prioritizing problems and assessing impact of issues
• Ensures team has up-to-date documentation, processes,and procedures for the department
• Provide weekly and/or monthly status updates to Chief of Police and/or Mayor
• Provide training and manuals for new staff
• Perform and/or delegate regular backup operations and implement processes for data protection.
disaster recovery and failover procedures
• Maintaining an up-to-date policy and procedure for the department
• Train staff on redacting process
• Respond to all request for video documentation from courts, citizens, media, attorneys, etc. Provide
details to Chief on the request (i.e. resources needed to complete the request, hours to complete
request,what information needs to be blocked out, if no footage is available,etc.)
• Create forms needed for the department
• Other duties as assigned
• Responsible for answering all FOIA request
• Redacting all Body recordings & video, vehicle dash cam video, sky cop video and drone footage
video per request
• Responsible for providing full unredacted and redacting video to city attorney per request
RECEIVED
City Clerk's Office .
BOULEVARD,626 E BROADWAY
tai
Billy
Kt Hayes
Experience
August 10,2017—Present
Paraprofessional* 3-6 Grade Math Interventionist • West Memphis
School District
October 23,2016—Present
Executive Directors C.E.O • L R Jackson Girls Club, Inc.
June 1986—Present
2302 S L Henry Operating Organizers Board President • Showstopper Inc.
West Memphis,AR Goal oriented professional with 40 years of increasingly work
72301
experience serving the West Memphis Community. 25 years of
management experience including mid-level positions. Committed to
870-514-2229 company growth and development within a team focused
environment.
bi11yjhayes3014@yahoo.c
om Education
University of Phoenix/Major Criminal Justice&Administration,
Billy Joe Hayes Newark, New Jersey Online Associate Degree 2015
• General Studies Elementary Education @EACC 1990-1993
Previous Experience
Security Supervisor/Southland Park Gaming& Racing/West Memphis
September 2013 —February 2017
Tutor/Youth Village-Memphis-Arlington TN September 2016
Corporate Security Officer/Securitas Security Service/Newark,New
Jersey February 2011-June 2014
Substitute Teacher/Memphis City Schools August 2000 May 2015
Labor Ready Inc./Customer Service Representative June 20Q4 a
Executive Director/Wonder City Boys Club/April'.,,' 99' Jufi.e
p,,p
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PURCHASE AND SALE AGREEMENT
TS PURCHASE AND SALE AGREEMENT (this "Agreement" ) is made effective
as of the, day of , 2021 (the"Effective Date"),by and between the CITY OF
WEST MEMPHIS, a bodyl politic and corporate of the State of Arkansas, ("Purchaser") and
Turk-Pugh Properties, LLC, ("Seller").
RECITALS
A. Seller is the owner in fee simple of approximately one (1) acre of land located in
the City of West Memphis, Crittenden County, Arkansas (the "Tract") and more fully described
as:
Lots 37, 38, 39, 40,41, 42, 43, 44, 45, 46, 47 and 48 in Block 117 of Kendall Subdivision
as shown by plat of record in Plat Book 1 at Pages 24 and 25 in the office of the Circuit Court
Clerk and Ex-Officio recorder of Crittenden County, Arkansas.
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 "Pro a "):
(a) The Lots, 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 Lots (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 TWO HUNDRED FORTY THOUSAND and NO/100 DOLLARS
($240,000.00)(the"Purchase Price"),subject to adjustment and proration in accordance with this
Agreement. The Purchase Price shall be paid by Purchaser.
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 thirty (30) 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.
(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
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.
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 any 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.
(f) 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 parry,
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.
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
"Closing') shall be held through Stewart Title in West Memphis, Arkansas, 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;
(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.
(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 an Arkansas Limited Liability Company 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
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.
0) Other than the month-to-month lease to Andrew Clark at 1301 E.Broadway
Street (the western ninety (90) feet of the property), 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
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;
(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
0) 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.
ARTICLE 7
DEFAULT REMEDIES
7.1 Purchaser Default. I£ (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.
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 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.
9.2 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
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.
9.3 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.
9.4 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.
9.5 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.
9.6 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.
9.7 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.
9.8 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.
9.9 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.
9.10 U. S. Currency Required. All sums referred to herein shall be in currency of the
United States of America.
9.11 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:
If to Seller: Vernon D. Turk,Jr., Member
c/o Turk-Pugh Properties, LLC
P. O. Box 2284
West Memphis,AR 72303
Email: vturkjr@gmail.com
If to Purchaser: City of West Memphis
P.O. Box 1728
West Memphis,AR 72303
Attn: Mayor
Facsimile: (870) 732-7504
with copy to:
West Memphis City Attorney
P. O. Box 1728
West Memphis,AR 72303
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.
ARTICLE 10
TAX FREE EXCHANGE
10.1 Tax Free Exchange: Notwithstanding the provisions contained herein relating to the
sale of the Property,the parties acknowledge that the Seller may want to exchange the
Property for property of a like kind or to utilize proceeds from a conveyance of other
property in an exchange qualifying as a tax-free exchange under Section 1031 of the Internal
revenue Code of 1986 (as amended). Purchaser and Seller shall cooperate fully to implement
such exchange as hereinafter provided at no additional expense to Purchaser. The Purchaser
shall be indemnified and held harmless against any liability that arises or is claimed to have
arisen on account of the exchange.
(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]
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: Se(A4 4.0 /r-loee
Name:M&rc o Mc C tK OA-
Title: u r
SELLER:
ATTEST: TURK-PUGH PROPERTIES, LLC
By:
Name: i✓
Title: 00i02
EXHIBIT A
FORM OF DEED
This Instrument Prepared By:
J. Michael Stephenson
West Memphis City Attorney
P. O. Box 1728
West Memphis, AR 72303
WARRANTY DEED
KNOW ALL BY THESE PRESENTS:
THAT Turk-Pugh Properties, LLC, an Arkansas Limited Liability Company,
("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 as follows:
Lots 37, 38, 39, 40, 41, 42, 43, 44, 45, 46,47 and 48 in Block 117 of Kendall Subdivision
as shown by plat of record in Plat Book 1 at Pages 24 and 25 in the office of the Circuit
Court Clerk and Ex-Officio recorder of Crittenden County, Arkansas;.
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.
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 ,
2021.
TURK-PUGH PROPERTIES, LLC,
An Arkansas Limited Liability Company
By:
Authorized Member
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss:
COUNTY OF CRITTENDEN )
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 Vernon
D. Turk, Jr. and James R. Pugh to me personally well known, who stated they are the members,
respectively, of Turk-Pugh Property. LLC, an Arkansas Limited Liability Company, 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 , 2021.
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:
(,,/II,ECEIVED
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