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HomeMy WebLinkAbout178-11 RESOLUTIONRESOLUTION NO. 178-11 A RESOLUTION TO APPROVE THE REAL ESTATE CONVEYANCE AGREEMENT WITH WASHINGTON REGIONAL MEDICAL CENTER WHEREAS, on April 19, 2011, the Fayetteville City Council passed Resolution No. 67- 11 which approved and authorized Mayor Jordan to sign a Quit Claim Deed conveying to Washington Regional Medical Center for the property donated to the City of Fayetteville by the Stones in 1906 and 1909 to be held by the City in trust until the location of the city hospital is changed and then "the entire proceeds of the above described premises shall constitute a trust fund to be devoted exclusively to the establishment and maintenance of' the newly designated successor hospital; and WHEREAS, the City Council pursuant to Section 3 of Resolution No. 67-11 later appointed successor trustees or board members to the Stone City Hospital Board of Trustees, also known as the Fayetteville City Hospital Board of Directors; and WHEREAS, the City Hospital Board of Trustees then met and designated Washington Regional Medical Center as the successor to the City Hospital thereby entitling WRMC to the land or proceeds of the City Hospital property; and WHEREAS, Washington Regional Medical Center has prepared its Warranty Deed to the City of Fayetteville for the property needed for the roundabout and approved the City of Fayetteville's Quit Claim Deed conveying its interest in the City Hospital property to Washington Regional Medical Center as the successor city hospital. NOW, THEREFORE 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 and authorizes Mayor Jordan to sign the attached Real Estate Conveyance Agreement to fulfill the City Council's commitment to convey the City Hospital property to Washington Regional Medical Center (WRMC) after the City Hospital Board had properly designated WRMC as the successor city hospital and to accept from WRMC by warranty deed the acreage needed to construct the roundabout near the hospital. PASSED and APPROVED this 4th day of October, 2011. APPROVED: ATTEST: BY: AIL hili �^— L7ONELD JO ' N, Mayor 0i111111P17PPP Yy By: �l'1( �1C� tY�"t \°G\TY OF°sciA SO DRA E. SMITH, City Clerk/Tr ter FAYETTEVILLE: °y9R�AN, �J°�eb °0`e4oO i B`c,c) AGENDA REQUEST FOR: COUNCIL MEETING OF OCTOBER 4, 2011 FROM: KIT WILLIAMS, CITY ATTORNEY LIONELD JORDAN, MAYOR ORDINANCE OR RESOLUTION TITLE AND SUBJECT: A Resolution To Approve The Real Estate Conveyance Agreement With Washington Regional Medical Center APPROVED FO ' AGENDA: City Att ayor 2-6 Date 09-23-111'04:58 KCVO .4b14;, vale eville Departmental Correspondence ARKANSAS www.accessfayetteville.org LEGAL DEPARTMENT TO: Mayor Jordan City Council FROM: Kit Williams, City Attorney DATE: September 20, 2011 RE: Real Estate Conveyance Agreement with Washington Regional Kit Williams City Attorney Jason B. Kelley Assistant City Attorney After the Fayetteville City Council passed Resolution No. 67-11, the City and WRMC administrations began working to implement it. First, the City Council appointed replacement members for the City Hospital Board of Directors or Trustees so it could achieve a quorum. This had been called for by Section 3 of Resolution No. 67-11. After the City Hospital Board had designated Washington Regional Medical Center as the successor or replacement city hospital (as you did in Section 1 of Resolution No. 67-11), a corporate warranty deed for the land needed for the roundabout was drafted and agreed to by both administrations. We later agreed to the form of the Quit Claim Deed pursuant to Section 2 of Resolution No. 67-11. Washington Regional Medical Center then requested that we enter into a Real Estate Conveyance Agreement to more clearly detail all aspects of our agreement including the City's assistance in replacing any portion of Washington Regional Medical Center's tree easement that could be affected by the construction of the roundabout. Washington Regional will supply any necessary additional land (at its desired location) to replace any tree easement that is lost while the City will be responsible to plant the necessary trees. Now all parts of the Real Estate Conveyance Agreement have been approved by both administrations, but need final City Council approval. The City has also recently obtained the other property needed for the roundabout construction. We hope to close on the WRMC property and be ready for construction in early October once the City Council approves this implementing agreement. RESOLUTION NO. A RESOLUTION TO APPROVE THE REAL ESTATE CONVEYANCE AGREEMENT WITH WASHINGTON REGIONAL MEDICAL CENTER WHEREAS, on April 19, 2011, the Fayetteville City Council passed Resolution No. 67-11 which approved and authorized Mayor Jordan to sign a Quit Claim Deed conveying to Washington Regional Medical Center the property donated to the City of Fayetteville by the Stones in 1906 and 1909 to be held by the City in trust until the location of the city hospital is changed and then "the entire proceeds of the above described premises shall constitute a trust fund to be devoted exclusively to the establishment and maintenance of' the newly designated successor hospital; and WHEREAS, the City Council pursuant to Section 3 of Resolution No. 67-11 later appointed successor trustees or board members to the Stone City Hospital Board of Trustees, also known as the Fayetteville City Hospital Board of Directors; and WHEREAS, the City Hospital Board of Directors then met and designated Washington Regional Medical Center as the successor to the City Hospital thereby entitling WRMC to the land or proceeds of the City Hospital property; and WHEREAS, Washington Regional Medical Center has prepared its Warranty Deed to the City of Fayetteville for the property needed for the roundabout and approved the City of Fayetteville's Quit Claim Deed conveying its interest in the City Hospital property to Washington Regional Medical Center as the successor city hospital. NOW, THEREFORE 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 and authorizes Mayor Jordan to sign the attached Real Estate Conveyance Agreement to fulfill the City Council's commitment to convey the City Hospital property to Washington Regional Medical Center (WRMC) after the City Hospital Board had properly designated WRMC as the successor city hospital and to accept from WRMC by warranty deed the acreage needed to construct the roundabout near the hospital. PASSED and APPROVED this 4th day of October, 2011. APPROVED: ATTEST: By: By: LIONELD JORDAN, Mayor SONDRA E. SMITH, City Clerk/Treasurer REAL ESTATE CONVEYANCE AGREEMENT THIS REAL ESTATE CONVEYANCE AGREEMENT (the "Agreement") is made and entered into as of this 1/4. day of October, 2011 (the "Effective Date"), by and between the CITY OF FAYETTEVILLE, ARKANSAS, a municipal corporation (the "City"), and WASHINGTON REGIONAL MEDICAL CENTER, an Arkansas nonprofit corporation ("WRMC"). WHEREAS, the City is the legal owner in trust of Block 37 as designated on the plat of the original town of Fayetteville, Arkansas, which real property is physically located at 221 S. School Avenue, in the City of Fayetteville, Arkansas, the legal description for which is set forth on Exhibit A (the "City Property"); WHEREAS, the City Property has long been utilized to operate a nursing and skilled nursing facility known as Fayetteville City Hospital (the "Facility"), the City Property and Facility having been leased to Washington Regional Medicorp., an Arkansas nonprofit corporation and affiliate of WRMC, pursuant to the terms of a certain Assignment and Lease Agreement dated July 26, 1991 and made between the City, Washington Regional Medicorp, and Fayetteville City Hospital Board (the "Lease Agreement"); WHEREAS, WRMC is the owner of approximately 1.10 acres of real property situated at the southwest corner of the intersection of North Hills Boulevard and Futrall Drive in the City of Fayetteville, Arkansas, the legal description for which is set forth on Exhibit B (the "WRMC Property"); WHEREAS, the City and WRMC are desirous of the City constructing a traffic roundabout at the intersection of North Hills Boulevard and Futrall Drive in furtherance of the Fayetteville Expressway Economic Development Corridor, Project No. 06035-1700 (the "Project"), and to improve the traffic flow through this intersection for WRMC patients, staff and the community. The City requires fee simple ownership of the WRMC Property to obtain the additional right-of-way necessary to proceed with construction of the Project; WHEREAS, WRMC is desirous of obtaining fee simple ownership of the City Property so as to facilitate the replacement of the Facility by WRMC or one or more of its affiliates; WHEREAS, the City has determined that the health and welfare of the citizens of the City of Fayetteville would be advanced through the conveyance of the City Property to WRMC and that the City has the legal authority pursuant to Ark. Code Ann. § 14-54-302 and other state law to convey the City Property in consideration for the public advantage of improved hospital and related health care services for Fayetteville citizens, to secure the continuing and increased economic benefit that inures to the City of Fayetteville and its citizens by aiding WRMC, Fayetteville's second largest employer and a vitally important economic resource for the City, in modernizing and expanding health care facilities and services within the City of Fayetteville, and to fulfill the City's fiduciary duties as were imposed upon the City under the terms of the original conveyance of the City Property to the City of Fayetteville to ensure the establishment and maintenance of a city hospital within the City of Fayetteville; NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Conveyance of the WRMC Property. Subject to the terms, covenants and conditions set forth in this Agreement, WRMC hereby agrees to convey the WRMC Property to the City. The WRMC Property will be used as right-of-way for the construction of a traffic roundabout at the intersection of North Hills Boulevard and Futrall Drive. 2. Consideration for the WRMC Property. (a) As consideration for the conveyance by WRMC of the WRMC Property to the City, the City agrees to construct the proposed roundabout as soon as possible to help alleviate the current traffic congestion in that intersection and to abide by all the terms, covenants and conditions set forth in this Agreement. (b) As further consideration for the conveyance by WRMC of the WRMC Property to the City, the City will, at its sole cost and expense, plant such additional trees at such other location on WRMC's property that is contiguous to the WRMC Property identified on Exhibit B as may be mutually agreed upon by WRMC and the City as is necessary to replace any tree preservation area that the City determines has been lost to the WRMC property that is contiguous to the WRMC Property identified on Exhibit B as a result of the conveyance of the WRMC Property. 3. Conveyance of the City Property Subject to the terms, covenants and conditions set forth in this Agreement, the City of Fayetteville agrees to convey the City Property to WRMC by quitclaim deed. The City Property will be utilized by WRMC exclusively in connection with the establishment and maintenance of hospital and related health care facilities and services within the City of Fayetteville. 4. Consideration for the City Property. (a) Consideration for the conveyance of the City Property to WRMC shall include, but is not limited to, the public advantage to the citizens and City of Fayetteville of continuing and improved hospital and related health care facilities and services for Fayetteville citizens, the continuing and increasing economic benefit that inures to the City of Fayetteville and its citizens from assisting and supporting WRMC (which is the City's second largest employer and an extremely important and valuable economic resources for Fayetteville) in modernizing and expanding health care facilities and services within the City of Fayetteville, and the fulfillment of the City of Fayetteville's fiduciary duties as were imposed upon the City under the terms of the original conveyance of the City Property to the City of Fayetteville to ensure the establishment and maintenance of a city hospital within the City of Fayetteville. (b) As further consideration for this conveyance, WRMC agrees and pledges that any proceeds realized from any future sale of the City Property by WRMC, shall be utilized by WRMC in the establishment and maintenance of hospital and related healthcare facilities and services within the City of Fayetteville or for any other purpose incidental or related to the provision of hospital or related healthcare services to the citizens of Fayetteville. 5. Title to the Real Properties. (a) Title to the WRMC Property. At the Closing, WRMC shall convey to the City fee simple title to the WRMC Property by means of a corporate warranty deed to be executed by WRMC in substantially the form attached hereto as Exhibit C. (b) Title to the City Property. At the Closing, the City shall convey to WRMC fee simple title to the City Property by means of a quitclaim deed to be executed by the City in substantially the form attached hereto as Exhibit D. (c) Reservation of Preemptive Right to Purchase City Property. The quitclaim deed delivered by the City to WRMC and attached hereto as Exhibit D shall contain language reserving to the City a preemptive right to purchase the City Property in the event WRMC shall elect to sell all or any portion of the City Property to a third party, upon the occurrence of which condition the City shall have a right of first refusal to meet any such bona fide offer to purchase on the same terms and conditions as are set forth in such third party's bona fide offer to purchase. Upon the City's failure to tender to WRMC a written bona fide offer to meet such third party's bona fide offer of purchase within sixty (60) days after written notice thereof to the City from WRMC, WRMC shall be free to sell or convey the City Property or any portion thereof to such third party only in accordance with the terms and conditions of the third party's bona fide offer of sale as presented to the City. (d) Resolutions of the City and FCH Regarding the City Property. At Closing, the City shall deliver to WRMC a certified copy of the Resolution of the Fayetteville City Council authorizing the execution of this Agreement and the conveyance of the City Property to WRMC in the form attached hereto as Exhibit E. 6. Closing. (a) Closing Date. Provided that this Agreement has not been terminated, the closing shall take place on a mutually acceptable date or before the day of October, 2011 (the "Closing"). (b) Deliverables at the Closing From WRMC. At the Closing, WRMC shall deliver the following: (i) Corporate Warranty Deed. WRMC shall deliver to the City a fully executed Corporate Warranty Deed in the fonn set forth on Exhibit C with respect to the WRMC Property. 3 (c) Deliverables at the Closing From the City. At the Closing, the City shall deliver the following: (i) Quitclaim Deed. The City shall deliver to WRMC a fully executed Quitclaim Deed in the form set forth on Exhibit D with respect to the City Property. (ii) Certified Resolution. The City shall deliver to WRMC a certified original of the Resolution duly passed and approved by the Fayetteville City Council in the form attached hereto as Exhibit E. 7. Representations and Warranties of WRMC. (a) Organization. WRMC is a non-profit corporation duly organized, validly existing and in good standing under the laws of the State of Arkansas and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) Authorization. The execution, delivery and performance of this Agreement by WRMC and the consummation by WRMC of the transactions contemplated hereby have been duly authorized by all necessary action on the part of WRMC. (c) Validity. This Agreement has been duly executed and delivered by WRMC and constitutes the legal, valid and binding obligation of WRMC, enforceable against WRMC in accordance with its terms. (d) No Consents. No consent or approval of, or declaration, filing or registration with any governmental agency or other third party is, to WRMC's knowledge, required or otherwise necessary in connection with the execution, delivery or performance of this agreement by WRMC or with respect to the consummation by WRMC of the transactions contemplated hereby. 8. Representations and Warranties of the City. (a) Organization. The City is a municipal corporation duly organized, validly existing and in good standing under the laws of the State of Arkansas and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) Authorization. The execution, delivery and performance of this Agreement by the City and the consummation by the City of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the City. (c) Validity. This Agreement has been duly executed and delivered by the City and constitutes the legal, valid and binding obligation of the City, enforceable against the City in accordance with its terms. 4 9. Miscellaneous. (a) Assignment. No party may assign any of its rights, duties or obligations under this Agreement without the prior written consent of the other parties hereto. (b) Further Assurances. The parties agree that from time to time hereafter, upon request, each of them will promptly execute, acknowledge, and deliver such further documents and instruments, and take such further action, as may be reasonably necessary to carry out the intent of this Agreement. (c) Modification. No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be bound thereby. (d) Binding Effect and Benefit. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto, and their respective successors and permitted assigns. Otherwise, nothing in this Agreement, express or implied, is intended to confer upon any other person or entity any rights as a third party beneficiary. (e) Headings and Captions. Subject headings and captions are included for convenience purposes only and shall not affect the interpretation of this agreement. (1) Notice. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and either (i) delivered in person (ii) sent by Express Mail or other overnight delivery service providing receipt of delivery (iii) mailed by Certified or Registered Mail, postage prepaid return receipt requested or (iv) sent by telecopy or other facsimile transmission as follows: If to the City, addressed or delivered in person to: The City of Fayetteville 113 West Mountain Street Fayetteville, AR 72701 Attn: Mayor With a copy to: The City of Fayetteville 113 West Mountain Street Fayetteville, AR 72701 Attn: City Attorney If to WRMC, addressed or delivered in person to: Washington Regional Medical Center 5 Attn: President & Chief Executive Officer 3215 N. North Hills Boulevard Fayetteville, Arkansas 72703 With copy to: Washington Regional Medical Center Attn: General Counsel P.O. Box 9687 Fayetteville, AR 72703-0030 or to such other address or number as a party may designate by written notice delivered in accordance with this Section. Any such notice or communication, if properly given or made in accordance with the terms hereof, shall be deemed to have been made when actually received, but not later than three (3) business days after the same was properly posted or given to such express delivery service, and if made properly by telecopy or other facsimile transmission, such notice or communication shall be deemed to have been made at the time of dispatch. (g) Severability. If any portion of this Agreement is held invalid, illegal, or unenforceable, such determination shall not impair the enforceability of the remaining terms or provisions hereof. (h) Waiver. No waiver of a breach or violation of any provision of this Agreement shall operate or be construed as a waiver of any subsequent breach or limit or restrict any right or remedy otherwise available. Any waiver must be in writing. (i) Entire Agreement. This document (including its Exhibits) constitutes the entire agreement of the parties, with respect to the subject matter contained herein, and supersedes any and all other prior agreements, oral or written, with respect to the subject matter contained herein. There are no representations or warranties between the parties with respect to this transaction other than those expressly set forth herein (and in the Exhibits). (j) Governing Law. This Agreement shall be subject to and governed by the laws of the State of Arkansas. (k) Incorporation by Reference. All exhibits referred to in this Agreement shall be incorporated herein by any reference thereto as if fully set out. (1) Multiple Counterparts; Facsimile or Electronic Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute the same document. To facilitate the execution of this 6 Agreement, the parties agree that the facsimile, email, electronic or PDF signature of a party shall be sufficient to bind that party to this Agreement. (m) Time of the Essence. Time is of the essence of each provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. CITY OF FAYETTEVILLE, ARKANSAS By: Lioneld Jordan, Ma Attest: Sonet ra E. Smith, City Clerk pF� Ci,j,,.�l ;U• FAYE7TEVI LLE: %tip s• '0741JU,JJ;i13tl19 14 WASHINGTON REGIONAL MEDICAL. CENTER By: William L. Bradley, President & Chief Executive Officer Witness: / f.Af Signature Printed name and title 7 EXHIBIT "A" All of Block Numbered Thirty-seven (37) in the City of Fayetteville, as designated upon the original plat of said town. EXHIBIT "B" Part of the Southeast Quarter of Section 27 and part of the Southwest Quarter of the Southwest Quarter of Section 26, Township 17 North, Range 30 West, Washington County, Arkansas more particularly described as follows: Starting at a point being used as the common corner of Sections 26, 27, 34, and 35, Township 17 North, Range 30 West; thence North 02°29'08" East along the common line between Sections 26 and 27 a distance of 729.96 feet to a point on the South line of Futrall Drive as established by AHTD Job 040536 for the POINT OF BEGINNING; thence North 89°43'19" West along said right of way line a distance of 128.21 feet to a point; thence North 72°48'26" West along said right of way line a distance of 98.50 feet to a point; thence North 63°09'26" West along said right of way line a distance of 101.09 feet to a point on the southeasterly right of way line of the Fulbright Expressway (U.S. Highway 71B) as established by AHTD Job 4706 Section 2; thence North 73°29'43" East along said right of way line a distance of 233.38 feet to a point; thence North 69°24'35" East along said right of way line a distance of 95.96 feet to a point on the westerly right of way line of North Hills Boulevard as established by Easement Plat for Washington Regional Medical Center; thence along said right of way along a curve to the right having an arc length of 6.78 feet and a radius of 30.00 feet, (chord bearing of North 76°57'02" East a distance of 6.76 feet) to a point on the common line between Sections 26 and 27, Township 17 North, Range 30 West; thence continue along said curve line to the right having an arc length of 39.79 feet and a radius of 30.00 feet, (chord bearing of South 58°34'45" East a distance of 36.94 feet) to a point, thence South 20°34'49" East along said right of way line a distance of 115.70 feet to a point; thence along a curve to the right having an arc length of 146.59 feet and a radius of 950.00 feet, (chord bearing South 16°09'35" East a distance of 146.45 feet) to a point on the southeasterly right of way line of Futrall Drive as established by AHTD Job 040536; thence North 52°53'14" West along said right of way line a distance of 151.27 feet to the POINT OF BEGINNING and containing 1.10 acres more or less, or 48,056 square feet, more or less. CORPORATE WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: ASM Doc ID• 014282880003 Type REL Kind WARRANTY DEED Recorded: 11/02/2011 at 10:52:52 AM Fee Amt: $25.00 Paae 1 of 3 Washington County. AR Bette Stamps Circuit Clerk F11e2011-00030684 That Washington Regional Medical Center, an Arkansas nonprofit corporation, (herein designated as "Grantor"), with its principal place of business at Fayetteville, Arkansas, in said State, for and in consideration of the sum of ten dollars ($10.00) and other good and valuable consideration, to it in hand paid by the City of Fayetteville, an Arkansas municipal corporation, (herein designated as "Grantee"), hereby grants, bargains, sells and conveys unto the said Grantee and unto its successors and assigns forever, the following lands and real estate situated in the County of Washington, and State of Arkansas, to -wit: See Exhibit A Attached Hereto TO HAVE AND TO HOLD the same unto the said Grantee and unto its sucessors and assigns forever, with all the privileges and appurtenances thereto belonging. And the Grantor hereby covenants with the Grantee, its successors and assigns, that it is lawfully seized in fee of the aforegranted premises; that the said real estate is free from all encumbrances not herein mentioned; that it has a good right to sell and convey to the Grantee as aforesaid, and that it will forever warrant and defend the title to the said real estate against all lawful claims and demands whatsoever. This conveyance is subject to recorded easements and rights-of-way and to restrictions, conditions and reservations of record as recorded in the Office of the Circuit Clerk and Ex - Officio Recorder for Washington County, Arkansas. IN TESTIMONY WHEREOF, the name of the Grantor is hereto affixed by its President and its seal affixed by its Secretary this day of October, 2011. Att- t: By: WASHINGTON REGIONAL MEDICAL CENTER 4/ illiam . Bradley, Pr:/" dent Sharon Olmstead, Asst. Secretary 1 STATE OF ARKANSAS ) )ss ACKNOWLEDGMENT COUNTY OF WASHINGTON ) On this Oday of October, 2011, before the undersigned, a notary public, duly commissioned, qualified and acting, within and for the said county and state, appeared in person the within named William L. Bradley who stated that he was the President and Chief Executive Officer of Washington Regional Medical Center and was duly authorized in his capacity to execute the foregoing Corporate Warranty Deed for and in the name and the behalf of said nonprofit corporation and further stated and acknowledged that he had so signed, executed and delivered said Corporate Warranty Deed for the consideration, uses and purposes therein mentioned and set forth. IN TESITMONY WHEREOF, I have hereunto set my hand and official seal this Ion day of October, 2011. (SEAL) My Commission Expires: NO REVENUE REQUIRED 2 EXHIBIT "A" Part of the Southeast Quarter of Section 27 and part of the Southwest Quarter of the Southwest Quarter of Section 26, Township 17 North, Range 30 West, Washington County, Arkansas more particularly described as follows: Starting at a point being used as the common corner of Sections 26, 27, 34, and 35, Township 17 North, Range 30 West; thence North 02°29'08" East along the common line between Sections 26 and 27 a distance of 729.96 feet to a point on the South line of Futrall Drive as established by AHTD Job 040536 for the POINT OF BEGINNING; thence North 89°43' 19" West along said right of way line a distance of 128.21 feet to a point; thence North 72°48'26" West along said right of way line a distance of 98.50 feet to a point; thence North 63°09'26" West along said right of way line a distance of 101.09 feet to a point on the southeasterly right of way line of the Fulbright Expressway (U.S. Highway 71B) as established by AHTD Job 4706 Section 2; thence North 73°29'43" East along said right of way line a distance of 233.38 feet to a point; thence North 69°24'35" East along said right of way line a distance of 95.96 feet to a point on the westerly right of way line of North Hills Boulevard as established by Easement Plat for Washington Regional Medical Center; thence along said right of way along a curve to the right having an arc length of 6.78 feet and a radius of 30.00 feet, (chord bearing of North 76°57'02" East a distance of 6.76 feet) to a point on the common line between Sections 26 and 27, Township 17 North, Range 30 West; thence continue along said curve line to the right having an arc length of 39.79 feet and a radius of 30.00 feet, (chord bearing of South 58°34'45" East a distance of 36.94 feet) to a point, thence South 20°34'49" East along said right of way line a distance of 115.70 feet to a point; thence along a curve to the right having an arc length of 146.59 feet and a radius of 950.00 feet, (chord bearing South 16°09'35" East a distance of 146.45 feet) to a point on the southeasterly right of way line of Futrall Drive as established by AHTD Job 040536; thence North 52°53'14" West along said right of way line a distance of 151.27 feet to the POINT OF BEGINNING and containing 1.10 acres more or less, or 48,056 square feet, more or less. 3 (Page 1 of 1) ...Sly• t -I Parcel No. QUITCLAIM DEED 11111111111111011111 Doc ID: 014230530001 Type: REL Kind: QUITCLAIM DEED Recorded: lPa1t148'44 AM Am: 816.00ae of Nashtnaton County. AR Bette stamps CircuOit Clerk 002���� FiI,2O 11-- BE iT KNOWN BY THESE PRESENTS: THAT WE, the City of Fayetteville, Arkansas, a municipal corporation, hereinafter called GRANTOR, for and in conformance with its duties pursuant to the deeds from S.K. Stone and Amanda M. Stone to the City of Fayetteville conveying their property, for the public advantage to the citizens and City of Fayetteville of continuing and improved hospital and related care for Fayetteville Citizens and economic benefit inuring to our citizens and city, and for other good and valuable consideration, the receipt of which is hereby acknowledged, do hereby grant, convey and quitclaim unto Washington Regional Medical Center, an Arkansas nonprofit corporation, hereinafter called GRANTEE, and unto Grantee's successors and assigns, all of our right, title and interest, in and to the following described land situated in the County of Washington, State of Arkansas, to -wit: Block Thirty-seven (37) on the original plat of the town (now City) of Fayetteville, Arkansas, as per plat on the file in the office of the Circuit Clerk and Ex -Officio Recorder of Washington County, Arkansas, LESS AND EXCEPT easements of record and street right-of-way, TO HAVE AND TO HOLD the said lands and appurtenances thereunto belonging unto the said grantee and grantee's successors and assigns, forever. The City of Fayetteville shall have the right of first refusal to purchase the real estate hereby conveyed. Should the Washington Regional Medical Center elect to sell all or any portion of said real estate to a third party, the City of Fayetteville shall have the right of first refusal to meet any such bona fide offer to purchase on the same terms and conditions as are set forth in such third party's bona fide offer to purchase. Upon the Grantor's failure to meet such bond fide offer of purchase within thirty (30) days after written notice thereof to Grantor from Grantee, Washington Regional Medical Center shall be free to sell or convey the said real estate or any portion thereof to such third party only in accordance with the terms and conditions of the third party's bona fide offer of sale as presented to the Grantor. IN TESTIMONY WHEREOF, the name of the Grantor is hereto affixed by its Mayor and its seal affixed by its City Clerk this (Q 4h day of October, 2011. ATTES Sondra Smith, City Clerk City of Fayetteville, Arkansas, ,tCR r r ft mu icfpal co ration le,. Y gU' `s ;FAYETTEVILLE: 1%135 y: CORPORATE WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: That Washington Regional Medical Center, an Arkansas nonprofit corporation, (herein designated as "Grantor"), with its principal place of business at Fayetteville, Arkansas, in said State, for and in consideration of the sum of ten dollars ($10.00) and other good and valuable consideration, to it in hand paid by the ity of Fayetteville, an Ark sas municipal corporation, (herein designated as "Grantee"), hereb grants, bargains, sells a d conveys unto the said Grantee and unto its successors and ass i 24t s forever, the followi r g lands and real estate situated in the County of Washington, and State o • rkansas, to -wit: See Exhibi • Attached H: eto TO HAVE AND TO HOLD the same u to the sa assigns forever, with all the privileges and appur enanc And the Grantor hereby covenants with the lawfully seized in fee of the aforegranted premises; encumbrances not herein mentioned; that it has a aforesaid, and that it will forever warrant and de •n lawful claims and demands whatsoever. Grantee and unto its sucessors and hereto belonging. antee, its successors and assigns, that it is Tat the said real estate is free from all o right to sell and convey to the Grantee as d t e title to the said real estate against all This conveyance is subject to record easements nd rights-of-way and to restrictions, conditions and reservations of record as re girded in the 0 ce of the Circuit Clerk and Ex - Officio Recorder for Washington County Arkansas. IN TESTIMONY WHEREOF, e name of the Granto and its seal affixed by its Secretary th's day of July, 2011. Attest: is hereto affixed by its President WASHINGTON REGION L MEDICAL CENTER By: William L. Bradley, President Sharon Olmstead, Asst. Secretary STATE OF ARKANSAS ) )ss COUNTY OF WASHINGTON ) ACKNOWLEDGMENT On this _ day of July, 2011, before the undersigned, a notary public, duly commissioned, qualified and acting, within and for the said county and state, appeared in person the within named William L. Bradley who stated that he was the President and Chief Executive Officer of Washington Regional edical Center and was duly a orized in his capacity to execute the foregoing Corporate : rranty Deed for and in the i .me and the behalf of said nonprofit corporation and further sta d and acknowledged thhe had so signed, executed and delivered said Corporate Warranty De, d for the consideratio I, uses and purposes therein mentioned and set forth. IN TESITMONY WHEREOF, I ha 'e hereunto semy hand and official seal this _ day of July, 2011. (SEAL) My Commission Expires: Notary Public NO " EVENUE REQUIR D 2 RESOLUTION NO. 67-11 A RESOLUTION TO DESIGNATE THE LOCATION OF WASHINGTON REGIONAL MEDICAL CENTER AS THE NEW LOCATION OF AND THE SUCCESSOR HOSPITAL OF THE CITY HOSPITAL, TO APPROVE AND AUTHORIZE THE MAYOR TO EXECUTE A QUIT CLAIM DEED TO CONVEY THE CURRENT SITE OF THE CITY HOSPITAL TO WASHINGTON REGIONAL MEDICAL CENTER, ALL CONTINGENT UPON THE CONCURRENT ACTION OF THE BOARD OF TRUSTEES OF THE CITY HOSPITAL TO DESIGNATE WASHINGTON REGIONAL MEDICAL CENTER AS THE SUCCESSOR CITY HOSPITAL AND THE DONATION OF APPROXIMATELY 1.1 ACRES BY WASHINGTON REGIONAL MEDICAL CENTER FOR CONSTRUCTION OF THE ROUNDABOUT AT NORTH HILLS BOULEVARD AND FUTRALL DRIVE. WHEREAS, Mr. S.K. Stone and Mrs. Amanda M. Stone very generously deeded to Fayetteville a city block of land "to be by the said city, held in trust and maintained as a city hospital," in deeds of 1906 and 1909; and WHEREAS, the citizens of Fayetteville taxed themselves to construct the City Hospital soon after the property was conveyed to Fayetteville in trust and this hospital has served our citizens well for over a century; and WHEREAS, Washington Regional Medical Center was established in Fayetteville and has served Fayetteville citizens well as our primary, full service hospital for many decades, first at College and North and now at its current Location on North Hills Boulevard; and WHEREAS, because of the age and condition of the facilities on the land donated in trust by the Stones to the City, it is appropriate to designate Washington Regional Medical Center at North Hills Boulevard as successor City Hospital which is entitled to the current City Hospital's premises in trust "to be devoted exclusively to the establishment and maintenance of" the successor City Hospital (WRMC). NOW, THEREFORE BEITRESOLVED BYTHE CITY COUNCIL _OF_THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby designates Washington Regional Medical Center as the successor to the Stone City hospital at its location on North Hills Boulevard in Fayetteville. Section 2: That the City Council of the City of Fayetteville, Arkansas hereby approves and authorizes Mayor Jordan to execute a Quit Claim Deed to Washington Regional Medical Center of the property donated to the City of Fayetteville by the Stones in 1906 and 1909 to be held by the City in trust until the location of the city hospital is changed and then "the entire