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1175.~ { i ~, d r RESOLUTION NO . 11 ~1 S A RESOLUTION APPROVING THE CONTRACT FOR THE PURCHASE OF LAND FOR THE WEST MEMPHIS MUNICIPAL AIRPORT, AUTHORIZING THE MAYOR AND THE CITY CLERH TO EXECUTE SAID CONTRACT WHEREAS, Arkansas Statutes require a written Resolution of the City Council authorizing the Mayor and City Clerk to execute deeds and contracts for the conveyance of real property; and WHEREAS, Connecticut Mutual Life Insurance Company has agreed to sell and convey to the City certain real property adjacent to the West Memphis Municipal Airport on the terms set out in the attached Agreement to Purchase and Sell Real Estate; and WHEREAS, the West Memphis Airport Commission has recommended and approved the acquisition of said property, with the purchase price to be paid, in part, from Federal and State grants; and WHEREAS, the acquisition of said real property will be in the best interests of the West Memphis Municipal Airport; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WEST MEMPHIS, ARHANSAS, THAT the Agreement to Purchase and Sell Real Property between Connecticut Mutual Life Insurance, as Sellers, and the City of West Memphis, Arkansas, as Buyers, for the purchase of property adjacent to the West Memphis Municipal Airport designated as tract 3 and tract 4, is hereby approved and the Mayor and City Clerk are hereby authorized to execute said contract. ADOPTED this o2h~ day of 3._e.1.~u _ 1989. f EITH M. INGRAM, ayor ATTEST• AN C AF ty le k S SORED BY: -_~~ .< - . "~ 1'j ~. t'G , ~~ J F~`L :~-i ~ .• i v AGREEMENT TO PURCHASE AND SELL REAL PROPERTY / THIS AGREEMENT TO PURCHASE AND SELL REAL PROPERTY is mad e and entered into this ~~ day of u~-ti , 1989, by and between Connecticut Mutual Life Insurance Com ny (hereinafter referred to as "Seller") and City of West Memphis, Arkansas (hereinafter referred to as "Buyer"). WITNESSETH: WHEREAS, Seller owns a parcel of real property located in Crittenden County, Arkansas, more particularly described on Exhibits A and B, together with all improvements located on said real property and all other fixtures, easements, rights-of-way, privileges, appurtenances, and all of the rights and benefits appertaining thereto, (which is hereinafter referred to as the "Property"); and WHEREAS, Buyer desires to acquire the Property from Seller according to the terms and conditions specified herein subject to setbacks and zoning regulations, rules, regulations and laws affecting and governing the operation of the property, reservations, rights of way, easements, and other matters of record; NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties hereto do hereby agree as follows: 1. AGREEMENT TO SELL AND TO PURCHASE. Seller agrees to sell, convey and assign to the Buyer, and the Buyer agrees to purchase and take from the Seller, on the terms and conditions herein set forth, the following: A. All of the Seller's right, title, interest and• "privileges in the real property described above subject to the matters hereinabove set forth. B. All of the Seller's rights, ways, privileges, easements, appurtenances and advantages thereto belonging or in any wise appurtenant to the Property. 2. PURCHASE PRICE The purchase price is 5566,075 cash, payable as follows: A. 515,000.00 upon the execution of this Agreement, which is to be delivered to Escrow. B. 5551,075.00 in cash or certified check upon closing. 3. ESCROW This agreement shall be used as the sole basis for the escrow agreement. The escrow shall be opened with the Mid-South Title Insurance Company of Memphis, Tennessee, within ten (10) days after execution of this Agreement. 4. CLOSE OF ESCROW. Close of escrow shall be on or before April 1, 1989, at the office of the Escrow Agent, or at such other place as the parties may agree in writing. 5. WARRANTIES AND REPRESENTATIONS OF SELLER. Seller warrants and represents as follows: A. Seller has good and marketable title to the property described above, including the right to transfer such interests. 6. WAIVER OF OTHER WARRANTIES AND REPRESENTATIONS. Seller has not made and does not make any representations as to the physical condition, income, expense, operation or any other matter or thing affecting or relating to any of the Property, except as herein specifically set forth, and Buyer expressly acknowledges that Buyer has or will physically inspect the property, and has made a full and independent investigation of all of the factors pertaining to the property and desires to acquire the property "as is", solely on the basis of such physical inspection and independent investigation, and acknowledges that neither Seller nor any person acting on Seller's behalf has made any representation whatsoever pertaining to the physical condition, potential use of any other matter or thing pertaining to or affecting or otherwise relating to the property, except as expressly set forth herein. Seller hereby grants to Buyer and his representatives the right to enter upon the Property for the purpose of conducting tests, feasibility studies, and inspection of the Property. Buyer warrants that no mechanics' liens or other encumbrances shall be placed on the Property as a result of Buyer's access. If any liens or encumbrances are placed on said Property as the result of Buyer's access, Buyer agrees to indemnify and hold Seller entirely free and harmless from any liability, loss or damage, costs or expenses arising therefrom, including without limitation any attorneys' fees incurred by Seller in defending against any such liability. 7. TITLE. Seller shall deliver or cause to be delivered to Buyer, not more than 15 days following the opening of escrow, a title commitment for a standard owner's title insurance policy issued by an acceptable title company. It being understood that the title shall be deemed satisfactory if Buyer does not object in writing to the condition of title within 10 days following receipt of such preliminary title report. In the event that to any item disclosed documents, the Buyer days after receipt of any objections to any title. the Buyer objects to the Seller's title, or by such preliminary title report or nust~file in writing with Seller within 10 the preliminary title report and documents such item or to the condition of Seller's In the event that the Buyer objects to the Seller's title or to any item disclosed by such preliminary title report or documents, the Seller will, within 15 days after notification of the objection, advise Buyer in writing whether or not the Seller will attempt to eliminate or cure any such matter to which an objection has been raised. In the event Seller advises Buyer that Seller will not attempt to correct the matter to which Buyer has objected, the Buyer at its option exercisable in writing within 10 days after receipt of Seller's notice may elect to: (i) accept the title subject to the matters to which Buyer has objected; or (ii) terminate this Agreement and escrow. If Buyer fails to give written notice of its election within the time period provided, Buyer will be deemed to have accepted title subject to the matters to which Buyer has objected. In the event Seller agrees to attempt to eliminate or cure any such matter or defect in the title to which an objection has been raised, Sellers shall have 60 days from the date of notice of objection by Buyer in which to correct any such identified defect. 8. Taxes Buyer agrees to pay all taxes and assessments for the year 1989 and thereafter. Seller will pay all taxes and assessments prior to January 1, 1989. -2- 9. PROVISIONS WITH RESPECT TO CLOSE OF ESCROW. A. At the close of escrow the following documents, instruments and other materials (Seller's closing documents) will be furnished and delivered by the Seller to the Buyer, at the Seller's sole cost and expense (unless otherwise provided). Seller shall pay one-half of the escrow fees and charges, if any. (i) A standard coverage owner's title policy covering the Property issued by an acceptable title company in the face amount of the total purchase price insuring good and merchantable title to the Property in Buyer. (ii) A Special Warranty Deed conveying good and merchantable title to the real property to the Buyer free and clear of encumbrances subject, however, to the exceptions hereinabove set forth. (iii) Such other instruments, documents and materials which may be necessary to the consummation of the sale as the Buyer may reasonably request. B. At the close of escrow the Buyer will deliver to the Seller, through the escrow, the funds required to be paid at the close of escrow as provided in this Agreement. Buyer will pay all Federal, state and local transfer, excise and documentary transfer taxes and one-half of escrow fees and charges. 10. POSSESSION. Possession of the Property will be delivered to the Buyer at the close of escrow. 11. DESTRUCTION OR DAMAGE PRIOR TO CLOSE OF ESCROW. Seller will bear the risk of all loss, destruction or damage to the Property or any portion thereof from any and all causes whatsoever except any damage or destruction caused by Buyer or Buyer's agents, up to the date and time of close of escrow. Buyer shall have the option, in the event that damage to the Property is material, to cancel this Agreement, and if Buyer exercises his option to cancel, all earnest money shall be paid to Buyer within 15 days after a written demand from Buyer to Escrow Agent. If Buyer does not elect to cancel, this Agreement shall remain in full force and effect and Seller shall assign to Buyer, at the close of escrow, any and all claims under any then existing insurance policies and Buyer shall take title to the said Property with the assignment of any such claim or claims and subject to such damage or destructions. 12. COMMISSIONS AND FINDERS' FEES. Seller agrees to pay a 5$ real estate brokerage commission to G. A. Robinson Land Company. No other brokerage fee or commission will be paid. 13. SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect. 14. ADDITIONAL ACTS AND DOCUMENTS. Each party hereto agrees to do all such things and take all such action, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purposes of this Agreement, either before, at, or after closing. -3- 15. AUTHORITY. Each of the parties hereto represents and warrants to the other that this Agreement has been duly authorized by all necessary action and that this Agreement constitutes and will constitute a binding obligation of each such party. 16. ATTORNEYS' FEES. In the event suit is brought or an attorney is retained by any party to this Agreement to enforce the terms of this Agreement or to collect any moneys due hereunder, the prevailing party shall be entitled to recover reimbursement for reasonable attorneys' fees, court costs, costs of investigation and other related expenses incurred in connection therewith. 17. NOTICES. All notices, requests and other communications hereunder shall be deemed to have been given 4 days after deposit in the United States mail in a sealed envelope, postage prepaid, registered or certified mail, (or if personal delivery, at the time of delivery), and addressed as follows: If to Seller: Connecticut Mutual c/o AgriVest, Inc. Life Insurance Company 500 Winding Brook Drive Glastonbury, CT 06033 Attn: George E. Schwab If to Buyer: With a copy to: Salvatore J. Mastandrea Legal Division Connecticut Mutual Life Insurance Company 140 Garden Street Hartford, CT 06154 G. A. Robinson P.O. Box 3181 Memphis, TN Land Company 38173 It is agreed that either party may hereinafter designate other addresses to which notice may be sent, upon written notice sent to the other at the address above designated, or subsequently designated in accordance herewith. 18. BURDENS AND BENEFITS. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties, provided, however, that no assignment of this Agreement shall in any way relieve the assignor of its obligations hereunder. No assignment of this agreement by Buyer unless permission is granted by Seller. 19. COMPLETE AGREEMENT. No verbal statements or conversations between the parties hereto or their representatives, whether the same shall have been implied or direct, occurring either before or after the execution of this Agreement, shall be construed as having any bearing or effect upon this Agreement or any portion thereof, it being understood that this written Agreement evidences the complete agreement between the parties hereto. Specifically, the parties agree that this Agreement shall supersede all prior contracts, agreements and arrangements between the parties concerning the -4- subject property. This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. 20. CAPTIONS. Captions and paragraph headings used herein are for convenience only and are not a part of this Agreement and shall not be deemed to limit or alter any provision hereof, and shall not be deemed relevant in construing this Agreement. 21. AMENDMENT AND WAIVER. The parties may, by mutual agreement in writing, signed by each party, amend this Agreement in any respect. Each party hereto may insofar as it is entitled to the rights and benefits of this Agreement: A. Extend the time for the performance of any of the obligations of the other. B. Waive any inaccuracies and/or representations by the other contained in this Agreement and performance of any obligations by the other. C. Waive compliance by the other of any of the covenants contained in this Agreement. D. Waive the fulfillment of any condition that is precedent to the performance by the party so waiving any of its obligations under this Agreement. Such extension or waiver shall in no way affect either party's right to enforcement of the provisions contained in this Agreement nor shall any extension or waiver be held to be an extension of time or a waiver of any prior or subsequent breach of any obligation under this Agreement. 22. EXHIBITS. All exhibits referred to herein are incorporated into this agreement the same as if set forth at length herein. 23. TIME OF THE ESSENCE. Time is of the essence of each and every term, provision, covenant and obligation of the parties under this Agreement. 24. GOVERNING LAW. This Agreement shall be deemed to be made under, and shall be construed in accordance with and shall be governed by, the laws of the State of Arkansas, and suit to enforce any provision of this Agreement or to obtain any remedy with respect hereto may be brought in the Court with proper jurisdiction in Crittenden County, Arkansas, and for this purpose each party hereby expressly and irrevocably consents to the jurisdiction of said court. 25. TERMINATION AND REMEDIES. A. If Seller is unable to convey title to the Property as required in this Agreement due to a defect in title to which Buyer objects and which cannot be cured within 60 days, then Buyer may (1) terminate this Agreement by giving written notice of termination to Seller on or before the closing and the Escrow Agent shall return the earnest money deposit to Buyer within 15 days after receipt of written demand; (2) extend the close of escrow to provide Seller with additional time to remedy the defect in the condition of title to the Property, or (3) waive the defect and close the escrow. -5- B. If Buyer fails to close escrow, or otherwise fails to perform as required by this Agreement, Seller shall not sue for specific performance but shall, as their sole remedy, retain all earnest money deposits as their exclusive measure of Seller's damages. C. If the escrow fails to close because of Seller's default, or failure to fulfill the conditions of closing, then Seller shall pay all escrow cancellation charges, if any, and the earnest money shall be paid to Buyer within 15 days after demand from Buyer to Escrow Agent. Buyer shall have no further or other remedies against Seller unless Seller's default shall be willful in which case Buyer shall be entitled to specific performance as his exclusive right. D. If the escrow fails to close because of Buyer's default, or failure to fulfill the conditions of the closing, then Buyer shall pay all escrow cancellation charges, if any, and the earnest money shall be paid to Seller within 15 days after demand from Seller to Escrow Agent. E. If the escrow fails to close for any other reason, then Buyer and Seller shall each pay for one-half of the escrow cancellation charges, if any, and all remaining earnest money shall be returned to Buyer within 15 days after a written demand from Buyer to Escrow Agent. 26. INTERPRETATIONS. To the extent permitted by the context in which used, (a) words in the singular number shall include the plural, words in the masculine gender shall include the feminine and neuter, and vice versa; and (b) references to "persons" or "parties" in this Agreement shall be deemed to refer to natural persons, corporations, general partnerships, limited partnerships, trusts and all other entities. 27. SURVIVAL OF DELIVERY OF DEED. The parties hereby stipulate and agree that all warranties, covenants, representations and obligations contained within this Agreement shall survive the delivery, acceptance and recording of the deed to the Property. 28. ACCEPTANCE. This Agreement shall be accepted and executed by Buyer and Seller on or before 5:00 p.m., February 3, 1989, or it shall automatically expire, be revoked and withdrawn without further notice. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. SELLER: CONNECTICUT MUTUAL LIFE INSURANCE COMPANY ~~ By' Naomi Baline Kleinman Investment Officer BUYER: CITY OF WEST MEMPHIS, ARKANSAS Sri ~ „~,L 5~` n e~ ~ /'t~Yt~r ~r~ «__ ~Sf e~ I~ 7 C ~~ ~~ ~"~ t ~~ ~`~`,~~~ D136 -6- I" ' ' ~3UNll GO:v':~ULZ'INCY ~Nc;IN~E~tS, IN C;. a' 20t] Ni)RTt151KTN STRFE I pp;:T OFFICE AOX 728 ViE: T tv[FtdPHiS, ARKAPlSA~ 72301 PHONE ~JOi - 73~•S16C ,,FR(:MEB ~,fOR~ P6. ,IA-1~5 DFNNIS SQRREII, Jfl , P,E~ 11~~L'S'1' A1J:11J?1{1S 11lUNli:I1'Al~ AI1tPC)lt'I' Sectior+ 15 of the Nld 1/•1 , ~l•t'act 3 - 4•`~•0'~ tiCres 1)~ing in the S1`' 1 f 4 , Sertlon t'~, T-fi-N, P.-8-I?, Crittenden County, At'kans[~s, tt~ore pE-rti^..ttlArl;, dcsct'ibed as follows: i::ommer+cittg [~t tf+e cEnter cf Sc~,tion ] 5, 'T-S-N, R-B-E, Crittenden Cr~unty, Arkiins+~s, thenco South 125U.4 feet ~lonp tt+c Ea~;t }inc of the 5t1~' 1/4 of Section 15 to the point. ot• beoinnin~; thence 1t'et 89S.U feet; thence South 3425.4) feet crlonf; the e:(istin~ Nest ;41Pmphis ~lnnicipal Airpct't proporty line to R point cn the North line of the United Refri~,er-lted Services, lnc. pt•operty; thence last elon~,• said propert;,' line t+ disttince of 350.0 feet; lttence North 2036.1;) feet to u point on the line bE~tive~~n Sections 15 tend ?2; thence l:ttsl 548.0 feet to ti point on the L•fist lire of the Sti•V 1/4 of Section 15; thence North 138y.G feet rllonuo' said }~ttsl line to the point of beginning, contt~ining 45.05 tict'es, more or less. lle~:ember 14, 1y88 T3or~~ Catt::;ltino Encineers 1Vest flteinphis, Arkansas .° ,~~ ~ 'w • ~c~ND (jO1~ti:LI1.T[\G ~':1'~7(i1N~cr13S, lrr~. 20A NURf N SiXTN STREET f't1ST UFFICE BOX 72.0 YJFSrtviEMFHiS, nnKANSAS !?301 FNUNF S0~ - 1~S bIS0 ~~~ OO•tU J~.,VE. K II Jq (at1ME it ~ItpR6. P E Jam` ./~/ ~ f~ /~ T JAN59 UFPiN:S $ORREII. JR., P.C l(~'~ x a I \1~L~~1' AIl~:A1P1lIS ltilUillCll'AL All{PORT '1'RAC'h 4 A tract of land lying in the 51b'1/4 of Section 15 Hnc3 the N1V 1/4 of Scctiun 22, 'T-G-N, H-B-I:, i;ritten~en Cotltlty, rl-'I.allstis, rno[•e particularly clesrribe~l as follows: Sepinning At u point on ttre plorth lir:e of the StV 1; 4 of Section 15, 'f-E;-,ti, R-B-E, tftat is 1948.(- feet 1V?st of the center of Section 15, staid i•>oint being on the Lti'est property line of the tVost ~lE~-nphis AlutiiciEJa.l Airport; thence Soutri along staid ]inn 41115.0 feet; titenCC ~`'LSt 50.0 foot; thence SOtlth 2490.9" feet to a point on the North riiht-of-~•JHy line aL• the count~• ru~'td; theme S 'i G° 16` 3 G" ~ti'est 411. i 5 feet; thence Nurih GSU2.5 feet to H point c~tt tl:e 1Vortt~ line of the S1~' 1/4 of Section 15; thence J:ast a disttrnce of 45U.U feet to the; potilt of beginning, contHinin~;' G5.20 acrc5, Ittore or less. Dece[nber 14, 1988 Bond Consulting Engineers tVcst Memphis, 11[•kt-nsas