HomeMy WebLinkAbout211-09 RESOLUTIONRESOLUTION NO. 211-09
A RESOLUTION APPROVING OFFER AND ACCEPTANCE CONTRACTS
BETWEEN THE CITY OF FAYETTEVILLE AND THE STANDARD
REGISTER COMPANY AND COULSON PROPERTIES LIMITED
PARTNERSHIP FOR THE PURCHASE OF LAND NEEDED FOR THE
RUNWAY 16 SAFETY AREA IMPROVEMENT PROJECT; AND
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE SAID
AGREEMENTS.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council of the City of Fayetteville, Arkansas hereby approves
Offer and Acceptance contracts between the City of Fayetteville and the Standard Register
Company and Coulson Properties Limited Partnership for the purchase of land needed for the
Runway 16 Safety Area Improvement Project. Copies of the contracts are attached hereto
marked Exhibit "A" and "B" respectively, and made a part hereof.
Section 2. That the City Council of the City of Fayetteville, Arkansas hereby authorizes
the Mayor and City Clerk to execute said agreements.
PASSED and APPROVED this 6th day of October, 2009.
APPROVED:
By:
ATTEST:
-�� By:
0 ' ELD JO •j', Mayor
SONDRA E. SMITH, CityClerk/, A.ga.jer
G•G�1 Y °P...'P •
4kk�
: FAYETTEVILLE:
�'. iel:QkA NSP-" J�
,,,y, o
''".l'G T?(514 Coo`.
Ray M. Boudreaux
Submitted By
City of Fayetteville Staff Review Form
City Council Agenda Items
and
Contracts, Leases or Agreements
10/6/2009
City Council Meeting Date
Agenda Items Only
Aviation
Division
Action Required:
Transportation
Department
Approval and signature of the Mayor for Offer and Acceptance Contracts for land purchases in conjunction with the
Runway 16 Safety Area Improvement project; Tract #5 - Standard Register Property $151,200, and Tract #2 -
Coulson Properties, $40,200.
191,400.00
Cost of this request
5550.3960.7820.38
Account Number
07039 3
Project Number
Budgeted Item
ICE
3,814,188.00
Category / Project Budget
3,259,525.00
Correct Runway 16 RSA Phase 111
Program Category / Project Name
Airport Capital Exp
Funds Used to Date Program / Project Category Name
$ 554,663.00
Airport
Remaining Balance Fund Name
Budget Adjustment Attached
Departme lirector
CD.) 41 7
Date
City Attorney Date
Financend Internal Services Director
QIP
f..07/474)
Date
D,PZ:29
ate
Previous Ordinance or Resolution #
Original Contract Date:
Original Contract Number:
119-09
Comments:
Revised January 15, 2009
City Council Meeting of: October 6, 2009
Agenda Item Number:
'•
.��'
4
eville
AVIATION DIVISION
ARKANSAS FAYETTEVILLE EXECUTIVE AIRPORT • DRAKE FIELD
CITY COUNCIL AGENDA MEMO/STAFF CONTRACT REVIEW MEMO
TO: Mayor Jordan
THRU: Chief of Staff
THRU: StafflContract Review Committee
THRU: Terry Gulley, Transportation Director
FROM: Ray M. Boudreaux, Aviation Dir
DATE: September 11, 2009
SUBJECT: Offer and Acceptance Contracts for Land purchases associated with the
RSA 16 Improvement Project at Fayetteville Executive Airport, Drake
Field
RECOMMENDATION: Approve Offer and Acceptance Contracts for land purchases associated
with the RSA 16 Improvement Project at Fayetteville Executive Airport, Drake Field. Signatures of
the Mayor and City Clerk.
BACKGROUND: Offer and Acceptance Contracts were sent to the landowners for consideration
last month. Standard Register and Coulson Properties have accepted the offer to purchase by the
City of Fayetteville. Attached are their respective contract for action by the City Council and the
Mayor and City Clerk.
DISCUSSION: The project is proceeding with work being done on the Ernest Lancaster ditch
crossing. The Kearney Power/Cooper Electric property purchase is pending and will be submitted at
a later date.
BUDGET IMPACT: This project is fully funded 95% FAA/AIP and 5% Arkansas Department of
Aeronautics.
Attachments: Staff Review
Coulson Properties Offer and Acceptance Contract ex), rr_S
Standard Register Offer and Acceptance Contract Co,p
4500 SOUTH SCHOOL AVENUE, SUITE F • AIRPORT TERMINAL BUILDING • FAYETTEVILLE AR 72701
479.718.7642 • 479.718.7646 FAX - www.accessfayetteville.org/govemmentlaviaton
airport_economic_development@ci.fayetteville.ar.us
RESOLUTION NO.
A RESOLUTION APPROVING OFFER AND ACCEPTANCE
CONTRACTS BETWEEN THE CITY OF FAYE ITLVILLE AND
THE STANDARD REGISTER COMPANY AND COULSON
PROPERTIES LIMITED PARTNERSHIP FOR THE PURCHASE OF
LAND NEEDED FOR THE RUNWAY 16 SAFETY AREA
IMPROVEMENT PROJECT; AND AUTHORIZING THE MAYOR
AND CITY CLERK TO EXECUTE SAID AGREEMENTS.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council of the City of Fayetteville, Arkansas
hereby approves Offer and Acceptance contracts between the City of Fayetteville
and the Standard Register Company and Coulson Properties Limited Partnership
for the purchase of land needed for the Runway 16 Safety Area Improvement
Project. Copies of the contracts are attached hereto marked Exhibit "A" and "B"
respectively, and made a part hereof.
Section 2. That the City Council of the City of Fayetteville, Arkansas
hereby authorizes the Mayor and City Clerk to execute said agreements.
PASSED and APPROVED this 6th day of October, 2009.
APPROVED: ATTEST:
By: By:
LIONELD JORDAN, Mayor SONDRA E. SMITH, City Clerk/Treasurer
OFFER AND ACCEPTANCE CONTRACT
1. The City of Fayetteville, Arkansas, a municipal corporation, offers to buy, subject to the terms and
conditions set forth herein, the following described property:
SEE ATTACHED EXHIBIT "A"
FOR PROPERTY DESCRIPTION
2. Purchase Price: Subject to the following conditions, the City of Fayetteville shall pay for the property at
closing, the total and cash payment of $40,200.00 (including $1,082 for a temporary construction
easement), in addition to relocating all signage on the property to be conveyed as directed by Coulson
Properties Limited Partnership ("Coulson Properties"). The City of Fayetteville shall also restore the curb
cuts on the remaining real estate owned by Coulson Properties at the City of Fayetteville's sole cost and
expense
3. Offer Contingent: This offer of purchase is contingent upon approval of the City Council of the City of
Fayetteville, Arkansas.
4. Conveyance will be made to the City of Fayetteville by Special Warranty Deed in the foem attached
hereto as exhibit B and shall be subject to all recorded instruments and easements. Such conveyance
shall exclude mineral rights owned by Coulson Properties .
5. The City of Fayetteville shall furnish a policy of title insurance in the amount of the purchase price from a
title insurance company as selected by the City of Fayetteville. The City of Fayetteville shall pay the cost
of the title insurance.
6. Coulson Properties agree(s) to allow the City of Fayetteville, if the City of Fayetteville so desires, at City of
Fayetteville's expense, to survey the property.
7. Taxes and special assessments due on or before closing shall be paid by Coulson Properties. General
taxes, ad valorem taxes, and special assessments for2009 and subsequent years shall be prorated as of
closing.
8. The closing date shall be within ninety (90 ) days after approval of this offer by the City Council. If such
date of closing falls on a weekend or holiday, it will be held the following working day.
9. Possession of the property shall be delivered to the City of Fayetteville on the date of closing.
10. Coulson Properties hereby grant(s) permission for the City of Fayetteville or its employees or designates
to enter the above described property and improvements for the purpose of inspection and/or surveying.
11. Excluding signage, canopies and other trade fixtures, all improvements are included in the purchase
price.
12. Risk of loss or damage to the property by fire or other casualty occurring up to the time of closing is
assumed by the City of Fayetteville.
13. Coulson Properties has disclosed to the City of Fayetteville that this location has been, and is capable of,
being used for the retail sale of motor fuel. Coulson Properties has advised the City of Fayetteville to test
the property for utilities and environmental hazards.
OFFER AND ACCEPTANCE CONTRACT
Page 2of4
14. This agreement shall be governed by the laws of the State of Arkansas.
15. This agreement, when executed by both the City of Fayetteville and Coulson Properties shall contain
the entire understanding and agreement of the parties with respect to the matters referred to herein and
shall supersede all price or contemporaneous agreements, representations and understanding with
respect to such matters, and no oral representations or statements shall be considered a part hereof.
16. This contract expires, if not accepted by Coulson Properties on or before the day of
September, 2009.
17. The City of Fayetteville shall submit this fully executed Offer and Acceptance Contract to the City Council
for their approval within thirty (30 ) days of acceptance by Coulson Properties .
18. NOTICE: THE CITY OF FAYETTEVILLE ASSERTS AND Coulson Properties HEREBY
ACKNOWLEDGES THAT THIS OFFER IS EXPRESSLY CONTINGENT UPON THE
APPROVAL OF THIS OFFER OF PURCHASE BY THE CITY COUNCIL OF
FAYETTEVILLE AND THAT THE FAILURE OF THE COUNCIL TO SO APPROVE
WILL MAKE ALL PORTIONS OF THIS OFFER NULL AND VOID.
Coulson Properties Limited Partnership
1434 Pike Ave.
N. Little Rock, AR. 72114-4050
By Coulson Properties , LLC, General Partner
I1o�
Name and Title
By:
Name and Title
City of Fayetteville, Arkansas,
A municipal corporation
Lion 'd Jo dan, Mayor
Sondra Smith, City Clerk
Date: cl ` a' d e►
Date:
Date: ,01/e,
Date: /We t
• OFFER AND ACCEPTANCE CONTRACT
Page 4 of 4
STATE OF ARKANSAS
t�iJ l 19S ter
COUNTY OF
L o•; f r d
ACKNOWLEDGMENT
ss.
tr• -"VA --
BE
VY -
BE IT REMEMB = ' 1, that on this date, before the undersigned, a duly commissioned nd acting
otary, Public in and for said County and State, personally appeared
t.",,/6.,,,k/2r�(C4.5 to ell known as the person(s) who executed the fpregoi g document, and who sated and
acknowle• • that.-gelshelthey is/are -LL. il^,ANIyid^,i- C61/14,•-1 C'7 6,1441 ' of
coot c,..., riff and ' /we duly�uthoriz d to execut he foregoin instrument for and in the name and behalf of
said � J c -",e - 7/(c Gly C� 4t -r -71----1,-1.0e , and further stated and acknowledged
that #she/tftey had so signed, executed and delivered said instrument for the consideration, uses and purposes
therein mentioned and set forth.
Crk
WITNESS my hand and seal on this~day of S ?JC ,-^ 2009.
/A_%\
MY COMMISSION EXPIRES:
ry Public
`,, ;;;g ;;,, EVERETtEG MARTIN
Pulaskinty
My Commission Expires
September 8, 2043
ACKNOWLEDGMENT
STATE OF ARKANSAS
ss.
COUNTY OF WASHINGTON
BE IT REMEMBERED, that on this date, before the undersigned, a duly commissioned and acting
Notary Public within and for said County and State, personally appeared Lioneld Jordan and Sondra Smith, to
me well known as the persons who executed the foregoing document, and who stated and acknowledged that
they are the Mayor and City Clerk of the City of Fayetteville, Arkansas, a municipal corporation, and are duly
authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of
said municipal corporation, and further stated and acknowledged that they had so signed, executed and delivered
said instrument for the consideration, uses and purposes therein mentioned and set forth.
WITNESS my hand and seal on this day of , 2009.
Notary Public
MY COMMISSION EXPIRES:
HIGHWAY 71 RELOCATION
Tract No. 1
PROPERTY DESCRIPTION:
(Deed Record 1029-334)
PERMANENT UTILITY EASEMENT DESCRIPTION:
(NONE)
TEMPORARY CONSTRUCTION AND GRADING EASEMENT DESCRIPTION:
A 15 foot temporary construction and grading easement of equal and uniform
width located along the East side of the above referenced property as shown on
the attached Exhibit "A" Map. This temporary construction and grading easement
contains 2,452 square feet (0.06 acres), more or less, and shall exclude any
permanent structures which may be located or under construction within said
temporary construction and grading easement area during the construction of this
project and shall terminate when this project has been completed and accepted by
the City of Fayetteville.
C:ldatalEASEMENTS\20071072164 Drake Field HWY 711Easements\Tract I Esmt.dac
PROPERTY MAP 4NIE741 11901 - [E20 RECCR0 N-73014
2 ...cams 77S-17774-690
A pal 4 1. N 1/7 M aN Nr 1/4 .1 1.4.. 4 In 2-11-14 R-30-4 4...41.41 .. 6404•447 4 . 041.4
11101 1'3711• E..1 773,13 ..41 ow Top. 134.01 cool I01040 Nn lion .1e loo ower 4 0444 ib
..n 1444 . 10 1.147 4.149 ..4 441 14 an IN 1.4.14 Ri1E-.1-p .4 ti SL Lwh 444 tin
1400100 sores. Phan SNAP 11'SY24 (04 374.43 On le 1 a Pee 41 0 4440 rs1•47
111144-.Aep .1 11.5. 40444 7111 711 Inns 104 .440 111140-e -1477 0004 ]94.4. 0404 41100 in 44.
1 141 1m 170 *Anse 11414 I11,31Yt Peg 11233 root In . 401 4.n p41; thous 44441 Roo 4014 1140,.14
41nc-sr01ry bleu TJE"J7' .404 415.57 14 le W. print el b••a414. 1.144.1 4 AOI .as en. s
1m
TRACT MAP NO.
EXHI0IT 'A"
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Saha 35
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STATE JIAbleNT
SURVEY DE311111O44
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140.4 nun 7lHrpJVly 00441411 se sass Ran Y. 404 !4144 4 4010 1/14 1/o M 1.10 1/4, owes
1104, l77544T Esl 773 11 1411 1.. Wel .n 11. E1.1 4114 .114,y Wm Ai ... 1.14.. base., Mow.
4404 411 E.11 Ge ssas rIU42 4401 114.017 0104, sass 1040 176373- Eel 75.41 444044 is 4440
1044 0I 1ECsasti 41.. 4.,40.7011r C.ni 44.11 41 11 a ON n. au 0101 Ri4,4 .11111 is. sl
02. His414 1/o. 71: 64440 mos son 0114140 5444. V.W30' VIM 317.73 Yat; 441.4 Plain saw'
`0 1.01 114.43 4.44 1....40.0
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NMI CORNEA
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101.117111
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OMER:
COULSON PROPER11ES
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Client:
CITY OF
FAYETTEVILLE
Preplrly Os. : Colson PropAr504
P7.p/rly Lina
E1341:11 Riyli R1 May
Lana Lia 7133-154-yR-o-D4-440-71-7144
Moon by : Yc 41IW1d 0041 ultln3 Enain04r7
Ti2ttlitiklAV 74707
Peeled Nouns :
U,S Nohray 71 (.100all40
a.1.: Juno 2009
Proj.ct Na 071164
Tract Oa. 2
Seals' 1- = 100
1
_(_,1912009) _ y Boudreaux -Tract 2 Prop.do
Tract No. 2
Parcel No. 775.17774-000
Deed Record 99-73065
SURVEY DESCRIPTION:
A part of the Northwest Quarter (NW ''A) of the Northwest Quarter (NW '1.) of
Section 4, T -15-N, R -30-W, Washington County, Arkansas and being mort
particularly described as follows: From the Northwest corner of said Northwest
Quarter (NW 'A) of the Northwest Quarter (NW ''A), thence South 87°03'23" East -
- -- T_T3.21_feet to a point on the East Right of Way line of the Frisco railroad, thence
along said East line Soutlf8°10'12"-East---101,87-feet;_thenoe South 87°03'23"
east - 294.41 feet to the POINT OF BEGINNING, thence South 87°03'23" -East =-"-------
79.98 feet to a point on the West Right of Way line of U.S. Highway No. 71;
thence along said West line South 4°35'50" West - 362.28 feet; thence North
3°52'50" West - 169.43 feet; thence North 9°29'20" West - 73.51 fest; thence
North 12°1T36" West 127.60 feet to the POINT OF BEGINNING, containing
0.28 acres, more or leas.
1
C:ktataWASEMENTS.20081182143 HWY 71 REL0CATSOMTract 2.doe
(6 19/20/ F2ay_Baudreaux _Tract 2 Esmt Ma _•df _
PUC - 3481 50. FT. (0.11 AC.).
TCF - 6,I03 50. FT. (0.14 AC.)
UTILITY EASEMENT MAP
TRACT MAP NO. 2
Ex1ItBIT "A•
T -11-M
1-16�M
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.197
O AIS OF puma
ox Or FA11T1[V01L
0.5 u 4Ael11TA11W
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MN OWNER
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=nee 4
7 -1S -N, N-30-
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17 1193119306.6
77}5-171I77 07-7- 000
sdN2-nx,aa
OMER,
CO11L50N PROPERTIES
LEGEN0
Permanent Utility E•sen4nl
• — Garner of Prr*m.nt Welty Cmaa1401
775-17774-000 — Taw Pareal Number
•1-7915 --- Dead 11Rord
Tress nary CNnstr+icllan Casrn.nt
PUC — Psnr.n.nt Ut4ty faarmnt
TLC — Trnperarr ConetnrctI.a Ca111nS
CITY OF
FA YETTEVILLE
Pr1pe ty O.,, : Cohan Pro••r11a4
0113+,. by : lealedord ConaulUrq fneorwlers
pate Ayr 2009 Seale : Y • 100'
Pro'el 14o. 072764 Tract N. 2
Protect Nana
U.S. F9ty1•oy 71 Raloaatbn
eao. r $Iuona Oahe
(6119120091 Ray Boudreaux _Tract 2 Esmt.doc _ Pa$e 1 A
Tract No. 2
HIGHWAY 71 RELOCATION
PROPERTY DESCRIPTION:
(Deed Record 99-73065)
PERMANENT UTILITY EASEMENT DESCRIPTION:
Part of the Northwest Quarter (NW ''/a) of the Northwest Quarter (NW '/a) of
Section 4, T -15-N, R -30-W, Washington County, Arkansas, being more
particularly defined as follows:
A 15 foot permanent utility easement of equal and uniform width located
within property described in Deed Record 99-73065. This permanent
utility easement is shown and dimensioned in detail on the attached
Exhibit "A" Map and contains 5,481 square feet (0.13 acres), more or less.
Temporary construction and grading easement description;
A temporary construction and grading easement of variable width located along
the West side of the above permanent utility easement as shown on the attached
Exhibit "A" Map. This temporary construction and grading easement contains
6,183 square feet (0.14 acres), more or less, and shall exclude any permanent
structures which may be located or under construction within said temporary
construction and grading easement area during the construction of this project and
shall tenninate when this project has been completed and accepted by the City of
Fayetteville.
C:ldatalEASEMENTS120071072164 Drake Field HWY 715EasementstT,acl2.doc
EX H -
SPECIAL WARRANTY DEED
KNOW ALL PERSONS BY THESE PRESENTS:
THAT Coulson Properties Limited Partnership , an Arkansas limited partnership,
hereinafter called ("GRANTOR"), for and in consideration of the sum of Ten Dollars ($10.00)
and other good and valuable consideration, in hand paid by , hereinafter
called ("GRANTEE"), the receipt of which is hereby acknowledged, does hereby (subject to the
terms, covenants, conditions and restrictions set forth below) grant, bargain, sell and convey unto
the said GRANTEE, and unto its, successors and assigns forever, certain real property (the
"Property") situated in County, , Arkansas, and more particularly
described on Exhibit A which is attached hereto and made a part hereof by reference.
This conveyance is made by GRANTOR, and accepted by GRANTEE, subject to all
conditions, covenants, restrictions, reservations, leases, exceptions, rights-of-way and easements
of record and all laws, regulations and restrictions, including building and zoning ordinances of
municipal or other governmental authorities applicable to and enforceable against the Property
and all encroachments, protrusions, boundary line disputes, overlaps, shortages of area, and
easements which an inspection of the Property or an accurate survey would disclose, the
exceptions set forth on the attached Exhibit B and the payment of real and personal property
taxes and special assessments for the year 2009 and subsequent years.
As further consideration for this conveyance, GRANTEE does hereby remise, release and forever
discharge GRANTOR, Coulson Oil Company, Inc. and their respective members, managers,
general partners, shareholders, agents, directors, employees and their respective general and
limited partners, affiliates, officers, members, directors, shareholders, agents, managers,
members, representatives, heirs, successors and assigns (collectively "Indemnified Parties"), from
any and all claims, demands and causes of action, at law or in equity, for injury (including death),
destruction, loss or damage of any kind or character, to the person or property of GRANTEE and
GRANTEE's agents, employees, servants.
This Instrument Was Prepared By:
EVERETTE L. MARTIN, ESQ.
Post Office Box 68
North Little Rock, AR 72115
GRANTEE'S ACCEPTANCE AND AFFIDAVIT
The undersigned, on behalf of the GRANTEE, does
hereby accept the above-described Property upon the
terms, covenants and conditions set forth in this Special
Warranty Deed, and certifies under penalty of false
swearing that the legally correct amount of documentary
stamps have been placed on this instrument. Exempt or
no consideration paid if none shown.
[Grantee's Name]
Address:
As further consideration for this conveyance, GRANTEE agrees to be responsible for and
indemnify and hold the indemnified Parties harmless from any and all claims, demands, causes
of action, at law or in equity, brought by any and ail third parties, including without limitation
GRANTEE's agents, employees, servants, invitees, representatives, heirs, successors and assigns
and also including (without limitation) any private citizens, persons, organizations and any
agency, branch or representative of federal, state or local government, on account of any injury
(including death), destruction, loss or damage of any kind or character to persons, property or
natural resources, arising out of, or in relation to the condition of the Property from whatever
cause, including without limitation, any actual or alleged spills, leaks or other discharges onto or
into the Property which have occurred prior to or may occur at any time after the effective date of
this conveyance.
The conditions, covenants, restrictions and other provisions set out hereinabove shall be
covenants running with the land and shall be binding upon and shall inure to the benefit of the
parties, their subsidiaries, affiliates, legal representatives, heirs, successors and assigns.
TO HAVE AND TO HOLD said Property unto the said GRANTEE and unto
GRANTEE's, successors and assigns forever, with all tenements, appurtenances and
hereditaments thereunto belonging, and, subject to the terms, covenants, conditions, restrictions
and provisions contained herein, and in lieu of all other warranties, express or implied, the
GRANTOR hereby covenants with the said GRANTEE that GRANTOR will forever warrant
and defend the title to said Property against all lawful claims and encumbrances done or suffered
by or through GRANTOR, but against none other.
partner
Executed to be effective as of the day of , 2009.
Coulson Properties Limited Partnership,
an Arkansas limited partnership
By: Coulson Properties GP, LLC, general
By:
Michael B. Coulson, member / Date
STATE OF ARKANSAS
)
[Acknowledgement Follows]
)
ss: Acknowledgment
COUNTY OF PULASKI
)
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 Michael
B. Coulson , to me personally well known, who stated that he was a member of Coulson
Properties Limited Partnership , an Arkansas limited partnership, and was duly authorized in
that capacity to execute the foregoing instrument for and in the name and behalf of said
partnership and further stated and acknowledged that he had so signed, executed and delivered
said foregoing instrument for the consideration, uses and purposes therein mentioned and set
forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this — day
of , 2009.
Notary Public
My Commission Expires:
(S E A L)
OFFER AND ACCEPTANCE CONTRACT FOR TRANSFER OF REAL PROPERTY
IN LIEU OF CONDEMNATION
This OFFER AND ACCEPTANCE CONTRACT (the "Agreement") is made effective as of
September , 2009, between the CITY OF FAYETTEVILLE, ARKANSAS, a municipal corporation
("Purchaser") and THE STANDARD REGISTER COMPANY, and Ohio corporation ("Seller").
1. Property: Purchaser agrees to purchase approximately 3.4 acres of land in Fayetteville,
Washington County, Arkansas, as more fully described on the attached Exhibit A (the
"Property"), on the terms and conditions of this Agreement (in lieu of exercising rights to acquire
the property through eminent domain).
2. Purchase Price: Purchaser shall pay $151,200.00 (including $4,218.04 for a temporary
construction easement) (the "Purchase Price") to Seller in cash at "Closing" (defined in Section
8). The Purchase Price is based on the "Salient Facts and Conclusions" attached as Exhibit B.
3. Condition to Closing: Purchaser's obligation to complete the Closing is contingent upon
approval of the City Council of the City of Fayetteville, Arkansas, but there are no other conditions
to Closing. If the City Council approves the Agreement, Purchaser will be unconditionally
obligated to complete the transaction on the terms and conditions of this Agreement.
4. Deed. Conveyance will be made to Purchaser by a Special or Limited Warranty Deed (or the
Arkansas equivalent), subject to the "Permitted Exceptions" (defined below). Such conveyance
shall include mineral rights owned by Seller in connection with the Property.
5. Title / Permitted Exceptions. Purchaser confirms that it has examined title to the Property and it
agrees to accept title to the Property subject to all easements, rights of way, covenants,
restrictions and other encumbrances of record, if any, except mortgages and liens (the
"Permitted Exceptions").
6. Survev. Purchaser confirms that it has surveyed the Property, and it agrees to accept title to the
Property subject to all matters shown in the survey. A copy of the survey is attached as Exhibit
C.
7. Taxes. Seller will be responsible for all taxes and special assessments due on or before the
Closing date.
8. Closing. The closing of the purchase of the Property (the "Closing") shall take place on the 30th
day after this Agreement is approved by the City Council. If such date of Closing falls on a
weekend or holiday, it will be held the following working day. The parties will conduct the Closing
through escrow, by delivering all funds and documents to the Escrow Agent or to any other entity
selected by mutual agreement of the parties (the "Closing Agent").
9. Transfer of Possession / No Warranties. Possession of the Property shall be delivered to
Purchaser on the date of Closing in "AS -IS, WHERE -IS" condition, with all faults and without
recourse to the Seller. Seller makes no covenant, representation or warranty, whether express or
implied, and Seller specifically disclaims any and all representations and warranties with respect
to the Property including but not limited to matters pertaining to: (i) the physical condition of the
Property; or (ii) the suitability of the Property for any use; or (iii) environmental conditions.
10. Purchaser's Commitment. As a material inducement to Seller to enter into and perform this
Agreement, Purchaser covenants and agrees as follows:
(a) Purchaser will construct the improvements commonly known as the "Runway 16 Safety
Area Improvement Project" including the improvements to and realignment of US
Highway 71, substantially as shown on the attached Exhibit D (the "Project");
(b) As a part of the Project, Purchase will remove certain existing improvements on the
Property; and Purchaser covenants and agrees to repair and replace the affected
portions of ail such improvements on Seller's remaining property, including but not limited
all affected portions of the security fencing, concrete drive, asphalt driveways and parking
areas on Seller's remaining property (making modifications as appropriate to account for
the removal of the improvements on the Property). Purchaser covenants and agrees that
all such work will be performed as necessary to assure that the items repaired or
replaced are in a condition that is substantially the same as, or better than, their condition
before the Closing date.
(c)
Purchaser will construct the Project in a manner designed and implemented to minimize
disruption to Seller's business operations.
(d) During construction of the Project, Seller's existing ingress, egress and access to US
Highway 71 will not be restricted on more than two occasions, for a maximum of one hour
each time (and Purchaser will give Seller at least five business days advance written
notice before any such restriction occurs); and
(e) Upon completion of the Project, Seller will continue to have access to US Highway 71, at
the access point (with the curb cuts) shown in Exhibit D.
11. Personal Property. There are no structures on the Property. But, to the extent it contains
improvements of any kind, they are included in the Purchase Price and transferred to Purchaser
at Closing.
12. Casualty and Loss. Risk of loss or damage to the property by fire or other casualty occurring up
to the time of Closing is assumed by Seller.
13. Environmental Conditions. Purchaser acknowledges that it has conducted due diligence
regarding the Property prior to the date of this Agreement, including but not limited to the
environmental condition and quality of the Property, and that all such investigations have been
satisfactory to Purchaser in all respects. Purchaser has obtained and reviewed an Environmental
Impact Statement, prepared for Purchaser, at Purchaser's expense and determined that no
further investigation or testing is required, and Purchaser accepts the environmental condition of
the Property.
14. Governing Law. This Agreement shall be governed by the laws of the State of Arkansas.
15. Entire Agreement. This Agreement, when executed by both the Purchaser and Seller contains
the entire understanding and agreement of the parties with respect to the matters referred to
herein and shall supersede all price or contemporaneous agreements, representations and
understanding with respect to such matters, and no oral representations or statements shall be
considered a part hereof.
16. Post -Closing Obligations. Purchaser's acceptance of the Deed will extinguish this Agreement
by operation of merger and therefore neither party will have any obligation under this Agreement
from and after the Closing; except as follows: (a) Purchaser's commitment in Section 10 is a
binding obligation which will survive the Closing until it has been fully performed and completed;
and (b) Seller's obligation in the Temporary Construction Easement attached as Exhibit E is a
binding obligation which will survive the Closing until the portion of the Project being performed
adjacent to Seller's property has been fully performed and completed.
17, Presentation to City Council. The Purchaser shall submit this fully executed Agreement to the
City Council for their approval within 30 days after the effective date written above.
18. NOTICE: THE PURCHASER ASSERTS AND THE SELLER HEREBY ACKNOWLEDGES
THAT THIS OFFER IS EXPRESSLY CONTINGENT UPON THE APPROVAL OF THIS OFFER
2
OF PURCHASE BY THE CITY COUNCIL OF FAYETTEVILLE AND THAT THE FAILURE OF
THE COUNCIL TO SO APPROVE WILL MAKE ALL PORTIONS OF THIS OFFER NULL AND
VOID.
19. Notices. Each notice required under this Agreement will be in writing and will be deemed to have
been duly given on the date the notice is either delivered personally, or mailed by overnight or
same-day express mail delivery service, or transmitted by facsimile or e-mail; except that a notice
transmitted by facsimile or e-mail will not be effective until the addressee (or the attorney for the
addressee) transmits a facsimile or e-mail acknowledging receipt of the notice or until a hard copy
is delivered by any other means authorized in this Agreement. Notices must be delivered to the
following addresses:
To Purchaser:
With a copy to:
To Seller:
With a copy to:
20. Counterparts.
The Standard Register Company
600 Albany Street
Dayton, Ohio 45408
Attn:
Phone:
Facsimile:
E -Mail:
Dinsmore & Shohl LLP
One Dayton Centre
One South Main Street
Suite 1300
Dayton, Ohio 45402
Attn: Merideth Ann Trott
Phone: (937) 449-6400
Fax: (937) 449-6405
E -Mail: trott(cDdinslaw.com
This Agreement and the signatures on this Agreement may be transmitted by facsimile or e-mail. Any
properly transmitted signature will be deemed to constitute an original signature and counterparts of this
Agreement containing (actual or deemed) original signatures of both parties will be deemed to constitute
a single, enforceable contract.
See next pages for signatures
3
THE STANDARD REGISTER COMPANY
By:
Name: Robert M. Ginnan
Title: Vice President, Treasurer
& CFO
STATE OF OHIO )
COUNTY OF MONTGOMERY )
ACKNOWLEDGMENT
ss.
Date: Wept:. 11, 2009
BE IT REMEMBERED, that on this date, before the undersigned, a duly commissioned and
acting Notary Public within and for said County and State, personally appeared
Robert M. Ginnan , to me well known as the person(s) who executed the foregoing document,
and who stated and acknowledged that he/she/they is/areVP, Treas. , CFO of The Standard
Register Company and is/are duly authorized to execute the foregoing instrument for and in the name
and behalf of said corporation, and further stated and acknowledged that he/she/they had so signed,
executed and delivered said instrument for the consideration, uses and purposes therein mentioned and
set forth.
WITNESS my hand and seal on this 11 day of September, 2009.
MY COMMISSION EXPIRES:
BARBARA J. WIDERA, Notary Puha
In and for the State of Ohio
My Commission Expires August 3, 2013
4
Notary Public
CITY OF FAYETTEVILLE, ARKANSAS,
A municipal corporation
'eld ordan, Ma
I+"
6-.4,0 a
Sondra Smith, City Clerk
STATE OF ARKANSAS
COUNTY OF WASHINGTON )
Date: ir/9
Date: Agit D�
ACKNOWLEDGMENT
ss.
BE IT REMEMBERED, that on this date, before the undersigned, a duly commissioned and
acting Notary Public within and for said County and State, personally appeared Lioneld Jordan and
Sondra Smith, to me well known as the persons who executed the foregoing document, and who stated
and acknowledged that they are the Mayor and City Clerk of the City of Fayetteville, Arkansas, a
municipal corporation, and are duly authorized in their respective capacities to execute the foregoing
instrument for and in the name and behalf of said municipal corporation, and further stated and
acknowledged that they had so signed, executed and delivered said instrument for the consideration,
uses and purposes therein mentioned and set fort
WITNESS my hand and seal on this 13 dayrof��r, 2009.
MY COMMISSION EXPIRES:
07-1-c201tt
5
Notary Public
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