HomeMy WebLinkAbout101-17 RESOLUTION113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 101-17
File Number: 2017-0199
WASHINGTON REGIONAL MEDICAL CENTER:
A RESOLUTION TO WAIVE AND RELEASE ALL RIGHTS OF FIRST REFUSAL WITHIN
PARAGRAPH 5.(C) OF THE REAL ESTATE CONVEYANCE AGREEMENT OF' OCTOBER 4, 2011
AND THE OCTOBER 13, 2011 QUIT CLAIM DEED CONVEYING THE PROPERTY TO
WASHINGTON REGIONAL MEDICAL CENTER
WHEREAS, after years' long litigation, Washington Regional Medical Center and the City of
Fayetteville prevailed and Washington Regional Medical Center's ownership of the former City
Hospital property through its Quiet Title Action was affirmed by the Arkansas Supreme Court; and
WHEREAS, the City Council wishes to expedite the ability of the Fayetteville Public Library to purchase
the property (which adjoins the Library) for its planned expansion by waiving and/or releasing all
provisions within the Real Estate Conveyance Agreement and Quit Claim Deed that gave the City of
Fayetteville a thirty or sixty day right of first refusal.
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 waives and releases all of its
preemptive rights to purchase and rights of first refusal concerning the former City Hospital Property
contained in the Real Estate Conveyance Agreement of October 4, 2011 and the Quit Claim Deed from the
City to Washington Regional Medical Center filed on October 13, 2011.
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby expressly agrees that
Washington Regional Medical Center may sell the property described in the City's Quitclaim Deed of
October 13, 2011 to the Fayetteville Public Library.
Page 1 Printed on 511117
Resolution: 101-17
File Number.• 2017-0199
PASSED and APPROVED on 5/2/2017
Attest:
rr1 cP
Sondra E. Smith, City Clerk Treasurer
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W
FAYET EVILLE; ~
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Page 2 Printed on 5/1/17
i
City of Fayetteville, Arkansas 113 West Mountain Street
w . Fayetteville, AR 72701
dwq{ Y ; (479) 575-8323
Text File
-- File Number: 2017-0199
Agenda Date: 5/2/2017 Version: 1 Status: Passed
In Control: City Council Meeting File Type: Resolution
Agenda Number: A. 6
WASHINGTON REGIONAL MEDICAL CENTER:
A RESOLUTION TO WAIVE AND RELEASE ALL RIGHTS OF FIRST REFUSAL WITHIN
PARAGRAPH 5.(C) OF THE REAL ESTATE CONVEYANCE AGREEMENT OF OCTOBER 4,
2011 AND THE OCTOBER 13, 2011 QUIT CLAIM DEED CONVEYING THE PROPERTY TO
WASHINGTON REGIONAL MEDICAL CENTER
WHEREAS, after years' long litigation, Washington Regional Medical Center and the City of
Fayetteville prevailed and Washington Regional Medical Center's ownership of the former City
Hospital property through its Quiet Title Action was affirmed by the Arkansas Supreme Court; and
WHEREAS, the City Council wishes to expedite the ability of the Fayetteville Public Library to
purchase the property (which adjoins the Library) for its planned expansion by waiving and/or - releasing
all provisions within the Real Estate Conveyance Agreement and Quit Claim Deed that gave the City of
Fayetteville a thirty or sixty day right of first refusal.
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 waives and releases all of
its preemptive rights to purchase and rights of first refusal concerning the former City Hospital Property
contained in the Real Estate Conveyance Agreement of October 4, 2011 and the Quit Claim Deed from
the City to Washington Regional Medical Center filed on October 13, 2011.
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby expressly agrees that
Washington Regional Medical Center may sell the property described in the City's Quitclaim Deed of
October 13, 2011 to the Fayetteville Public Library.
City of Fayetteville, Arkansas Page 1 Printed on 51112017
Kit Williams
Submitted By
0
City of Fayetteville Staff Review Form
2017-0199
Legistar File ID
5/7/2017
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
4/6/2017 City Attorney /
General Government Department
Submitted Date Division / Department
Action Recommendation:
A RESOLUTION TO WAIVE AND RELEASE ALL RIGHTS OF FIRST REFUSAL WITHIN PARAGRAPH 5.(C) OF THE REAL
ESTATE CONVEYANCE AGREEMENT OF OCTOBER 4, 2011 AND THE OCTOBER 13, 2011 QUIT CLAIM DEED
CONVEYING THE PROPERTY TO WASHINGTON REGIONAL MEDICAL CENTER
Budget Impact:
Account Number Fund
Project Number Project Title
Budgeted Item? NA Current Budget $
Funds Obligated $
Current Balance
Does item have a cost? NA Item Cost
Budget Adjustment Attached? NA Budget Adjustment
Remaining Budget
V20140710
Previous Ordinance or Resolution #
Original Contract Number: Approval Date:
Comments:
Legistar ID No.:
AGENDA REQUEST FORM
FOR: Council Meeting of May 2, 2017
FROM:
City Attorney Kit Williams
ORDINANCE OR RESOLUTION TITLE AND SUBJECT:
A RESOLUTION TO WAIVE AND RELEASE ALL RIGHTS OF FIRST REFUSAL
WITHIN PARAGRAPH 5.(C) OF THE REAL ESTATE CONVEYANCE
AGREEMENT OF OCTOBER 4, 2011 AND THE OCTOBER 13, 2011 QUIT CLAIM
DEED CONVEYING THE PROPERTY TO WASHINGTON REGIONAL
MEDICAL CENTER
APPROVED FOR AGENDA:
CityA arney�- "9i liains
Jordan
?r L G
Da to
- e-11611 � 7
l to
f
OFFICE OF THE
CITY ATTORNEY
DEPARTMENTAL CORRESPONDENCE
TO: Mayor Jordan
City Council
CC: Don Marr, Chief of Staff
Paul Becker, Chief Financial Officer
FROM: Kit Williams, City Attorney %
DATE: April 6, 2017
Kit Williams
City Attorney
Blake Pennington
Assistant City Altorney
Patti Mulford
Paralegal
RE: Library's Purchase of City Hospital Land from Washington Regional
Medical Center
Release of City's Preemptive Right to Purchase
Vince Chaddick, Fayetteville Public Library's attorney, has asked that
the City formally waive or release our "Reservation of Preemptive Right to
Purchase City (Hospital) Property," retained our Real Estate Conveyance
Agreement approved by Resolution No. 178-11 of October 4, 2011. I have
attached this Resolution and Agreement for your convenience.
This right at first refusal in this agreement expires automatically after
sixty (60) days notice of the Library's offer to purchase the City Hospital land
unless the City would meet such offer of purchase. In order to expedite the
sale and transfer of the property to the Fayetteville Public Library, the
Library has requested that the City formally waive or release its right to
make such an offer to purchase as a right of first refusal. Accordingly, I have
drafted a Resolution waiving and releasing the City's right of first referral so
that the Fayetteville Public Library may purchase the property without any
60 day waiting period. This Resolution also waives and releases the same
right of first refusal which was incorporated in the City's Quitclaim Deed to
Washington Regional Medical Center (attached) which was approved by
Resolution 67-11 of April 19, 2011 (attached).
I am still amazed that it took six years, four Court decision by 14 Judges
and Justices (who all determined that the City acted properly and legally
when we conveyed the former City Hospital property to Washington
Regional Medical Center) to reach the point that Washington Regional can
finally sell this property to the Fayetteville Public Library for it expansion.
On the bright side, I was able to research all the issues, prepare the
Resolutions and agreement, draft all the pleadings, write all the motions and
briefs to the Washington County Circuit Court, the Arkansas Court of
Appeals and the Arkansas Supreme Court without employing any outside
counsel nor incurring additional expense for the City of Fayetteville except
for Appellee Brief printing and delivery costs. This is a far cry from the over
a million dollars Fayetteville taxpayers had to pay to outside, private
attorneys who unsuccessfully defended the City in the incinerator case in the
early 1990's. Of course, the City then had to pay the attorneys who sued us
and won 2.7 Million Dollars for their attorney fees.
RESOLUTION NO. 178-11
A RESOLUTION TO APPROVE THE REAL ESTATE CONVEYANCE
AGREEMENT WITH WASHINGTON REGIONAL MEDICAL CENTER
WHERE, AS, 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 1'or the property donated to tlae City of Fayetteville by tike
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 pursuaixt to Section 3 of Resolution No. 67-11 later
appointed successor trustees or board mernbers to the Stone City Hospital Board of Trustees,
also known as the Fayetteville City Hospital Board of Directors; and
WIM, RE, AS, the City Hospital .Board of Trustees thein inet and designated Washington
Regional Medical Caster as the successor to the Cite 1-lospiial thereby entitling WRMC; to tine
land or proceeds of the City Hospital property; and
-- WHERRAS, Washington Regional Medical Ccaater has prepared its Warranty Dced to
the City of Fayetteville for tite property needed for the, roundabout and approved the City of
1'ayetteville'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:
Scc:tion 1: That the City Council of the City of Fayetteville, Arkansas hereby approves
and authorizes Mayor Jordan to sign the attached Ileal Estate Conveyance Agreement to fulfill
the City Council's cornntitnaent to convey the City Hospital property to Washington Regional
Medical Center (WR -MC) ,after the City Hospital hoard had properly designated WRMC as the
successor city hospital and to accept from WRMC by w"inrangy deed the acreage; needed to
construct the roundabout near the hospital.
PASSED and APPROVED this 4t' day of October, 2011.
APPROVED: ATTEST:
t
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,res
By: ��^— By: Mzkl)L O EL.D JOR. N, Mayor SO DDRA ITH, City ClerkelTr6 F�•
FAYETTEAUE
�''• J�Ci7'OPlr�0
rrrl�t� t11Y1►C,
REAL ESTATE CONVEYANCE AGREEMENT
THIS REAL ESTATE CONVEYANCE AGREEMENT (the "Agreement") is made
and entered into as of this 4-4 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 Proi)ertv. 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 Proper
(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 (1tv Pro1wrt
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.
1►a
(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 heal Properties.
(a) Title to tile 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 theCity 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 Exhi it D.
(c) Reservation of 1'reentptive, 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 FCl-1 1_ e2a:di_ng the City Nop43E-y. 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. Closin.
(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) iiclivera ales 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 form set forth on Exhibit C with respect to the
WRMC Property.
(e) Deliverable$ 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 E:xltilait D with respect to the City Property.
(ii) Certified Rcsolution. 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) Validi . 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.
((I) info 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 nemssary 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. lteprtsen ations and Warranties of the City.
(a) Organizatiow. The City is a municipat 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) Validit . 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) Rinding 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) l-leatdim and Captions. Subject headings and captions are included for
convenience purposes only and shall not affect the interpretation of this agreement.
(f) 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
1 l 3 West Mountain Street
Fayetteville, AR 72701
Attn: City Attorney
If to WRMC, addressed or delivered in person to:
Washington Regional Medical Center
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 9657
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 aller the saine was properly posted or given to such express delivery Service,
and if made properly by telecopy or other facsimile transmission, such notice or c;0mltrxILIIIieati0n
shall be deemed to have been made at the time of dispatch.
(g) 5everalsitity. 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
Agre,?me:rit 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) constitute& 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).
(�)
Governing Law, This Agreement shall be subject to and governed by the
laws of the State of Arkansas.
(k) [neot° oration by Reference. All exhibits referred to in this Agreement
shall be incorporated herein by any reference thereto as if fully set out.
(t) Multiple Counterparts, pacsinrile or Electronic Lxce►lttult. This
Agreement nray be executed in any number tri' counterparts, each of which shall be deemed an
original, and all of which shall constitute the snore tlocu;neat. 'l'o facilitate the execution of 01 is
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) 'Finte of the &sence. Time is of the essence of each pkovisiox of this
Agreement_
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date,
CITY OF FAYETTEVILLE, ARKANSAS
Lioneld Jordan, Ma cxr
Attest,
Sun r.; E. Smith, City Clerk
FAYETTEVILLEe
WASHINGTON RE,GIONAI, MEDICAL CENTER
By'�
Vdilliani 1.. 13r1dley.
President & Chief Executive Officer
Vlfitness��
A
Signature �ry
l f tc-Ailt.ke,
Printed naxne nd title
7
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 HOSPI'T'AL, 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 BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF FAYETTEVILLE, ARKANSAS:
Section l : 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
Page 2
Resolution No. 67-11
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 city hospital.
Section 3: That the City Council of the City of Fayetteville, Arkansas hereby expresses
its intent to rapidly appoint sufficient successor trustees to the board of trustees named in Stones'
1906 deed to establish at least a quorum so that the Board of Trustees can determine whether to
designate Washington Regional Medical Center as the successor to the Stone City Hospital at
Washington Regional's address on North Hills Boulevard in Fayetteville.
Section 4: That the City Council of the City of Fayetteville, Arkansas hereby gratefully
agrees to accept Washington Regional Medical Center's generous donation of approximately 1.1
acres of land needed for the Roundabout at the North Hills Boulevard and Futrall Drive
intersection to alleviate congestion and provide better traffic flow for Washington Regional
Medical Center's staff and patients and for other Fayetteville citizens.
PASSED and APPROVED this 19`t' day of April, 2011.
APPROVED:
ATTEST:
By: / , By: +� 4
I 1 V , D JORI ayor SO RA E. SMITH, City Clerkll'reasurer
;FAY1ATfEVJLL N .
r£•"��'�+`q��n �e"�C7`\ ;``yam
(Page 1 of 1)
-y..h. 11'i -I
Parcel No.
QUITCLAIM DEED
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 presparty, for the public advantage to the citizens and City of Fayetteville of
Continuing and improved hospital and related care for Fayetteville Citizens and
econon:•ro benefit inuring to our citizens and city, and for other good and valuable
conslderadon, the receipt of which is hereby acknowledged, do hereby grant, conveyy
and quticialm unto Washington Regional Medical Canter, 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 ,Of
Clerk and Ex-Offlclo Record ar of Washington County, Arkansas, LESS
AND EXCEPT easements of record and street right-of-way.
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psporded: t0/13120,1 at 11:48:4A Aft
¢pry ;d@d $15.00 Fsae ! of i
flRsitlnaton County. AR
ark
Bette t3iam{a9 C'fr'C00028645
File2011.
TO HAVE AND TO HOLD the sold 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 astate 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 some terms and conditions as aro set
forth in such lhfrd party's bona fide offer to purchase, Upon the Grantor's failure to meat such bond fide offer of {purchase
within thirty (30 days afterwrilten notice thereof to Grantorfrom Grantee, Washington Regional' Medical Centershali he free to
sell or convey t e said real estateor any portion thereof to such third partyoniy in accordance with the terms and conditions of
the third party's bone tide 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 _k -!L day of October, 2011,
City of Fayetteville, Arkansas,
�t`�SEti.x+,��!�'r�r✓•r�{��A mu lclpal oa ration
ACKNOWLEDGMENT
STATE OF ARKANSAS J
i ss,
COUNTY OF WASHINGTON J
BE IT REMEMBERED, that on this dale, before the undersigned, a duly commissioned and acting Notary Publ ifhlo and forsald County and Slate,
personally appeared Lionald Jordan and Sondra Smlth, to me wall known as the persons who executed the foregoing document, and who slated and
acknowledged that they are the Mayor and City Clerk, respectively, of City of Fayetteville, Arkansas, a municipal corporation, and are duly authorized In
Ihelr respective capacities to execute the foregoing Instrument for and in the name and behalf of said corporation, and funherstated and acknowledged that
they had so signed, executed and delivered said instrument for the considerallon, uses and purposes therein mentioned and set forth o ll �
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WITNESS my hand and seal on this �+&y of Cdober, 2011.
a; �O'fAffy
MY COMMISSION EXPIRES:
NolaryPubtic ;y: pG0ocl +
File Number: 201100028645 Page 1 of 1
File Number: 2011-00028665 seg: 1