1783RESOLUTION NO. _ I ~~3
A RESOLUTION TO AUTHORIZE THE MAYOR AND THE CITY
CLERK TO EXECUTE. A SPECIAL WARRANTY DEED AND OTHER
NECESSARY INSTRLiMENTS OF CONVEYANCE REGARDING
PROFOR''~i COMPANY, LLC, AND FOR OTHER PURPOSES.
WHEREAS, Arkansas statutes require a written resolution of the City Council
authorizing the Mayor and the City Clerk to execute deeds for the conveyance of real property;
and
WHEREAS, Protorm Company, LLC, and the City of West Memphis, Arkansas, entered
into a Lease Agre~r~ent dated the l st day of December, 1996, in connection wi+h an Industrial
Development Rev~_~~;u~, F3ond issue in the principal amount of $4,400,000 as authorized by
Ordinailca 1749 ct`the City of West Memphis; and
WHEREAS, Proform Company, LLC, has notified the City of West Memphis of its
intention to exercise its option to purchase the Leased Premises as provided in Section 8.5(1) of
the Lease Agreenu=~~r_ and
WHERE t:~~, the try ~,,ds were reueemed in full on February 13, 2004, and there are no
outstanding bond : ,ii;
Vl~HERE:~~~ upon payment of the purchase price as set out in Section 8.5(1) oftheLease
Agreement the City of West Memphis, as Lessor, is to deliver to the Lessee a special warranty
deed, bills of sale, and other appropriate conveyance instruments transferring good and
merchantable title ;:~ tiie i ~-aced Premises tree and clear of all liens and encumbrances except
those to which tit : a~a~ subject when leased, Permitted Encumbrances under the Lease
Agreement, or re~~-, tine: i'rom any failure of the Lessee to perform any of its obligations under the
Lease Agreement
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF WEST MEMPHIS, ARKANSAS, THAT upon payment of the purchase price as set
out in Section 8.5(l) of the Lease Agreement, the Mayor and the City Clerk are authorized to
execute on behalf fo the City of West Memphis a special warranty deed, bills of sale, and other
appropriate conveyance instruments transferring to Proform Company, LLC, good and
merchantable title to the Leased Premises free and clear of all liens and encumbrances except
those as provided in Section 8.5(2) of the Lease Agreement.
ADOPTED this ~~'~ day of May, 2004.
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WILLIAM H. JOHNSON, MAYOR
ATTEST:
P ARA, CITY CLERK
SPONSORED BY
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RECEIVED
City Clerk's Office
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SPECIAL WARRANTY Dl
KNOW ALL MEN BY THESE PRESENTS:
That the City of West Memphis, Arkansas, a municipal
virtue of the laws of the State of Arkansas, (hereinafter referrer
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City Clerk, duly authorized by Ordinance 1749 of the West Memphis City Council and in accordance
with the Lease Agreement dated December 1, 1996, between the City of West Memphis, Arkansas
and Proform Company, LLC, a Minnesota limited liability company (hereinafter referred to as
"Grantee"), and in consideration of the termination of the Lease Term of such Lease Agreement, the
full payment of all Bonds described and referred to in the Lease Agreement and in the Trust
Indenture dated December 1, 1996, between the City of West Memphis, Arkansas, as Issuer, and
First Trust National Association, a national banking association with its principal office in St. Paul,
Minnesota, as Trustee, compliance by the Grantee with all terms and conditions of the Lease
Agreement, the agreement between the Grantor and the Grantee that the said Lease Agreement is
hereby terminated and the sum of One Hundred Dollars ($100.00) paid by Grantee, and other good
and valuable consideration the receipt and sufficiency of which are hereby acknowledged, does
hereby grant, bargain, sell and convey unto the Grantee, its successors and assigns forever, the
following described land situated in the County of Crittenden, State of Arkansas:
A 27.0 acre tract of land lying in the South half of Section 25, T-6-N, R-8-E,
Crittenden County, Arkansas and being more particularly described as follows:
Commencing at the Northeast corner of the W 1/2 E 1/2 of said Section 2S, thence S
0" 22' 21" E along the East line of the W 1/2 E 1 /2 of said Section 25 (also the
centerline of Port Road) a distance of 3968.22 feet to the Southeast corner of the
This instrument prepared by: David C. Peeples, West Memphis City Attorney,
P O. Box 1728, West Memphis, AR 72303
Tetra property as shown by Plat recorded in Plat Book 4, page 168 in the office of
the Circuit Court Clerk and Ex-Officio Recorder of Crittenden County, Arkansas;
thence S 89" 37' 39" W along the South line of the Tetra property a distance of
375.06 feet to a point; thence S 0" 22' 21" E a distance of 80.0 feet to the point of
beginning; thence continue S 0" 22' 21" E a distance of 824.23 feet to a point; thence
S 89" S7' OS" W a distance of 1434.0 feet to a point; thence N 0" 22' 21" W a
distance of 816.12 feet to a point, thence N 89" 37' 39" E a distance of 1433.98 feet
to the point of beginning, containing 27.0 acres more or less.
The above-described property being the same property as set out and described in
Exhibit "A" to the Lease Agreement.
TO HAVE AND TO HOLD the same unto the Grantee and unto its successors and assigns
forever, with all tenements, appurtenances and hereditaments thereunto belonging, subject to the
following: (i) those liens and encumbrances, if any, to which title to said property was subject on the
date of the Lease Agreement; (ii) Permitted Encumbrances, if any, under the Lease Agreement, or
resulting from any failure of Grantee to perform any of its obligations as Lessee under the Lease
Agreement.
The City of West Memphis, Arkansas, hereby covenants with the Grantee that it will forever
warrant and defend the title to said lands against all claims and encumbrances done or suffered by or
through it, but against none other.
IN WITNESS WHEREOF, the name of the Grantor is hereunto affixed by its Mayor and
its seal affixed by its City Clerk this
By:
ATTEST:
PHILLIP PARR, CITY CLERK
day of May, 2004.
CITY OF WEST MEMPHIS, ARKANSAS, Grantor
WILLIAM H. JOHNSON, MAYOR
City Clerk's Office ,...
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This instrument prepared by:
David C. Peeples
West Memphis City Attorney
P. O. Box 1728
West Memphis, AR 7230
TITLE NOT EXAMINED AND NO OPINION
GIVEN AS TO STATUS OF SAME.
ACKNOWLEDGMENT
STATE OF ARKANSAS
COUNTY OF CRITTENDEN
On this __ day of May, 2004, before me, the undersigned Notary Public, personally
appeared William H Johnson, Mayor, and Phillip Para, City Clerk, of the City of West Memphis,
Arkansas, a municipal corporation, known to me or satisfactorily proven to be the persons described
in the foregoing instrument, and acknowledged that they executed the same in the capacity therein
stated and for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
NOTARY PUBLIC
MY COMMISSION EXPIRES:
Amount of Tax: $ EXEMPT (A.C.A. 26-60-102(1))
I certify under penalty of false swearing that at least the legally correct amount of
documentary stamps have been placed on this instrument.
GRANTEE OR AGENT
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