HomeMy WebLinkAbout64-18 RESOLUTION113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 64-18
File Number: 2018-0105
CENTENNIAL OPEN SPACE ACQUISITION:
A RESOLUTION TO APPROVE THE ATTACHED REAL ESTATE CONTRACT IN WHICH
CENTENNIAL BANK AGREES TO SELL AND CONVEY TO THE CITY OF FAYETTEVILLE
APPROXIMATELY 228 ACRES PURSUANT TO A SPECIAL WARRANTY DEED FOR $3,302,250.00,
TO AUTHORIZE MAYOR JORDAN TO APPLY FOR AND ACCEPT A GENEROUS 50150
MATCHING GRANT FROM THE WALTON FAMILY FOUNDATION FOR THIS ACQUISITION, TO
AUTHORIZE MAYOR JORDAN TO ENTER INTO A NO INTEREST FIVE YEAR LOAN FROM THE
WALTON FAMILY FOUNDATION IN THE AMOUNT OF $1,651,125.00 AND TO APPROVE THE
ATTACHED BUDGET ADJUSTMENT
WHEREAS, the Walton Family Foundation has generously offered the City of Fayetteville a 50150
matching grant to assist the City to obtain parcels of land containing about 228 acres known as portions
of Mountain Ranch; and
WHEREAS, Centennial Bank has agreed to sell and convey marketable title to these parcels for a total sale
price of $3,302,250.00; and
WHEREAS, these parcels will be primarily used as parkland for mountain biking and hiking trails and
accessory uses with efforts to eventually connect these parcels to Kessler Mountain Regional Park and
possibly other city property to both preserve much of the natural scenic beauty of these areas and to
create an unsurpassed mountain biking destination and experience.
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 the attached
Real Estate Contract with Centennial Bank to purchase about 228 acres for a price of $3,302,250.00
and authorizes Mayor Jordan to sign this Contract.
Page 1 Printed on 2121118
Resolution: 64-18
File Nu16-0105
Section 2. That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan
to apply for and accept a generous 50150 matching grant from the Walton Family Foundation to enable
the City to afford to acquire these 228 acres by furnishing about $1,661,215.00 of the purchase price.
Section 3. That the City Council of the City of Fayetteville, Arkansas hereby approves a no interest
loan in the amount of about $1,651,125.00 from the Walton Family Foundation to be paid back within
five (5) years with the first $275,187.50 payment due upon closing of the property and authorizes
Mayor Jordan to execute all necessary documents for this loan.
Section 4. That the City Council of the City of Fayetteville, Arkansas hereby approves an attached
budget adjustment necessary for accepting the grant and paying for the purchase of these 228 acres.
PASSED and APPROVED on 2/20/2018
Approved: Attest:
Lioneld Jordan, 67r Sondra E. Smith, City Clerk Treasurer
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Page 2 Printed on 2/21/18
City of Fayetteville, Arkansas 113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Text File
File Number: 2018-0105
Agenda Date: 2/20/2018 Version: 1 Status: Passed
In Control: City Council Meeting File Type: Resolution
Agenda Number: C. 1
CENTENNIAL OPEN SPACE ACQUISITION:
A RESOLUTION TO APPROVE THE ATTACHED REAL ESTATE CONTRACT IN WHICH
CENTENNIAL BANK AGREES TO SELL AND CONVEY TO THE CITY OF FAYETTEVILLE
APPROXIMATELY 228 ACRES PURSUANT TO A SPECIAL WARRANTY DEED FOR
$3,302,250.00, TO AUTHORIZE MAYOR JORDAN TO APPLY FOR AND ACCEPT A GENEROUS
50150 MATCHING GRANT FROM THE WALTON FAMILY FOUNDATION FOR THIS
ACQUISITION, TO AUTHORIZE MAYOR JORDAN TO ENTER INTO A NO INTEREST FIVE
YEAR LOAN FROM THE WALTON FAMILY FOUNDATION IN THE AMOUNT OF $1,651,125.00
AND TO APPROVE THE ATTACHED BUDGET ADJUSTMENT
WHEREAS, the Walton Family Foundation has generously offered the City of Fayetteville a 50150 matching
grant to assist the City to obtain parcels of land containing about 228 acres known as portions of Mountain
Ranch; and
WHEREAS, Centennial Bank has agreed to sell and convey marketable title to these parcels for a total sale
price of $3,302,250.00; and
WHEREAS, these parcels will be primarily used as parkland for mountain biking and hiking trails and
accessory uses with efforts to eventually connect these parcels to Kessler Mountain Regional Park and possibly
other city property to both preserve much of the natural scenic beauty of these areas and to create an
unsurpassed mountain biking destination and experience.
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 the attached Real
Estate Contract with Centennial Bank to purchase about 228 acres for a price of $3,302,250.00 and
authorizes Mayor Jordan to sign this Contract.
Section 2. That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to apply
for and accept a generous 50150 matching grant from the Walton Family Foundation to enable the City to
afford to acquire these 228 acres by furnishing about $1,661,215.00 of the purchase price.
City of Fayetteville, Arkansas Page 1 Printed on 212112018
File Number.' 2018-0105
Section 3. That the City Council of the City of Fayetteville, Arkansas hereby approves a no interest loan in the
amount of about $1,651,125.00 from the Walton Family Foundation to be paid back within five (5) years with
the first $275,187.50 payment due upon closing of the property and authorizes Mayor Jordan to execute all
necessary documents for this loan.
Section 4. That the City Council of the City of Fayetteville, Arkansas hereby approves an attached budget
adjustment necessary for accepting the grant and paying for the purchase of these 228 acres.
City of Fayetteville, Arkansas Page 2 Printed on 212112018
Devin Howland
Submitted By
City of Fayetteville Staff Review Form
Legistar File 2/20/2018
t
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
2/2/2018 ECONOMIC DEVELOPMENT (050)
Submitted Date Division / Department
Action Recommendation:
A RESOLUTION AUTHORIZING MAYOR JORDAN TO APPLY FOR AN ACCEPT A 50/50 MATCHING GRANT FROM THE
WALTON FAMILY FOUNDATION AND ENTER INTO A $3,302,250 PURCHASE CONTRACT WITH CENTENNIAL BANK TO
ACQUIRE 228 ACRES OF "CENTENNIAL OPEN SPACE" AS DESCRIBED HEREIN, AND TO APPROVE A BUDGET
ADJUSTMENT.
1010.090.6600-5805.00
Account Number
18023
Budget Impact:
Land Acquisition
Fund
Mountain Ranch Land Acquisition
Project Number Project Title
Budgeted Item? No Current Budget $
Funds Obligated $
Current Balance
Does item have a cost? Yes Item Cost $ 3,312,340.00
Budget Adjustment Attached? Yes Budget Adjustment
Remaining Budget (3,312,340.6Oj
V20740770
Previous Ordinance or Resolution #
Original Contract Number: Approval Date:
Comments:
CITY OF
F'AYETTEVILLE
14'W ARKANSAS
MEETING OF FEBRUARY 20, 2018
TO: Mayor and City Council
THRU: Don Marr, Chief of Staff
FROM: Devin Howland, Director of Economic Vitality
DATE: February 2, 2018
SUBJECT: Centennial Open Space Acquisition
CITY COUNCIL MEMO
RECOMMENDATION:
The City Staff recommends that the City Council of the City of Fayetteville authorize Mayor
Jordan to formally apply for and accept a 50/50 matching grant as well as a Program Related
Investment Loan for the City's portion of the match from the Walton Family Foundation, subject
to the terms herein; enter a contract agreement with Centennial Bank to purchase
approximately 228 acres for $3,302,250.
BACKGROUND:
The Centennial Open Space Property (Mountain Ranch) is one of the larger tracks of minimally
disturbed forest within the City of Fayetteville's municipal limits that has yet to be preserved.
The property, which is located within the Hillside -Hilltop Overlay District, is situated adjacent to
1-49 and sits just a few miles north of the Kessler Mountain Regional Park and west of Markham
Hill. Mountain Ranch can currently be accessed via W Old Farmington Road, west of 1-49. The
property is currently owned by Centennial Bank, and there are currently no active uses on the
property.
The property's slopes provide a significant view shed for the City of Fayetteville, its heavily
timbered topography makes it a perfect opportunity for citizens from the region and beyond to
engage in recreational opportunities such as mountain biking and hiking. Mountain Ranch's
centric location to Mount Kessler and Markham Hill makes it an ideal asset to be placed under
the protection of the public domain.
The City of Fayetteville would like to work alongside the Walton Family Foundation to engage in
the purchase of the 228-acre Centennial Open Space property from private ownership to
permanently place this asset in the public domain. Our vision is to form partnerships with
existing outdoor and recreational organizations to develop a new network of recreational
opportunities such as mountain biking and hiking through the development of a series of single
track and soft trails on the property. We plan to use these partnerships to develop the design,
construction, and long-term maintenance of the Centennial Open Space Trail system for
recreational use. The acquisition of the Centennial Open Space property not only expands
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
Fayetteville's bright track record of preservation of the environment for future generations, but
also compliments our goal of stewardship and the promotion of an active and healthy lifestyle.
Mountain biking has become a major tourism driver for Northwest Arkansas in recent years.
From Mount Kessler to Slaughter Pen in Bentonville, its inarguable that this growing sport has
impacted not only the quality of life in Northwest Arkansas residents, but also the regional
economy through tourism. Mountain Ranch offers a wide array of slopes and contours, making it
an ideal location for a new network of mountain biking trails that will complement and stand out
from the regions existing offerings.
One the primary reasons the acquisition makes sense for the City is the proximity of the
Centennial Open Space property to other mountain biking opportunities throughout the region.
Expanding mountain biking and hiking opportunities to include an additional 228 acres of natural
space creates a place unlike many others in the region and state. Expanding the City's
programmed recreational space to include an additional 228 acres of single track and soft trails
will create a mountain biking environment unrivaled in the rest of the region. Acquisition of the
property will also allow several connections to our existing multi -use trail system, connecting
citizens and tourists to the property through alternative modes of transportation.
ECONOMIC BENEFITS:
The acquisition of the Centennial Open Space property will have a positive economic impact on
the City of Fayetteville beyond the economic impact of initial construction, which will become a
one -tittle stimulus of economic activity. The ongoing use of the park will generate a far greater
impact through mountain biking tourism as well as hosting mountain biking races. The property
is highly visible and accessible from 1-49 to residents and tourist alike. Currently, Fayetteville
boast several mountain biking facilities throughout the City. The Centennial Open Space
property's centric location to Mount Kessler and Markham Hill will enable a network of Mountain
Biking Facilities connected through the City's trail system, to be accessed by both residents and
tourist, all without the use of motor vehicles.
Beyond the City's commitment to building an enduring green network and a robust trail system,
for which Fayetteville and Northwest Arkansas are becoming nationally recognized, the
opportunity to utilize this critical piece of property for soft -surface trail development is the
primary reason why this is a key economic development investment for the City of Fayetteville.
The Walton Family Foundation has funded a master plan for future trail development on the
property, and an initial draft of the master plan envisions a looped trail system that can be used
for National Interscholastic Cycling Association events, or other similar events. In the realm of
Mountain Bike racing, it's often difficult to develop a track which enables staging of volunteers,
spectators, and racers, all the while giving them a view of the races. The cleared top of the
property make it an ideal location for a track of this type. The trails developed would be able to
be utilized by the public and tourists, as well as programmed racing events, drawing hundreds
of people to Fayetteville to experience this unique trail typology. Furthermore, this type of
Mountain Biking facility will set Fayetteville apart from the types of bicycling facilities that have
been built in Northwest Arkansas.
The ability to host Mountain Biking events, coupled with the uniqueness of the looped track
system in the center of the City, is where the primary economic benefits of this project come
from. The outdoor recreation sector is often an overlooked economic giant in the United State,
with expenditures exceeding $646 billion annually, and per the International Mountain Biking
Association (IMBA), mountain biking serves as a strong component of this segment of the
economy. The economic benefits of bicycling tourism have been well noted in several
publications, The Economic Impact of Bicycling in Wisconsin reports that the annual economic
impact cyclist have on the local economy is nine -times the amount of the one-time expenditure
of public funds to acquire and develop the facilities. The report also notes bicycle tourist stay in
an area 3 to 4 days longer than a traditional tourist. The growing trend of mountain biking goes
well beyond Northwest Arkansas, with an estimated 27 million travelers taking bicycle related
vacations in the past five years. A strategic investment of this type which will attract more tourist
to Fayetteville and will have a positive impact on our local hotels, restaurants, and retailers. The
report citied 40% of businesses located near bicycle facilities reported increased business
because of the facilities. Lastly, a development of this caliber will also have a positive impact on
property values, with the same study reporting that properties located near trails or bicycling
facilities selling for an average of 9% more than their counterparts not located near bicycling
facilities.
The Walton Family Foundation commissioned a research project to quantify the economic and
health benefits of bicycling in Northwest Arkansas. Fayetteville's bicycling participation rate well
exceeded the United States benchmark of 29%, and is higher than the participation rate of the
NWA region. Their findings also indicated that the availability of paved and natural surface trails
have become a key factor that is considered when residents and skilled workers in NWA are
deciding where to live. The study also found that 43% of NWA residents are willing to pay more
each year to live close to bicycle facilities and the 55% of skilled workers in NWA indicated a
willingness to pay more for proximity to bicycle facilities. Regionally, half of the businesses
surveyed indicated that bicycle facilities had a positive impact on their business and that they
received economic benefit due to cycling tourism.
PROPOSAL:
This property is a priority acquisition given it's environmental, economic, and social benefits for
the City of Fayetteville coupled with the opportunity to leverage grant funding from the Walton
Family Foundation to assist with the purchase. The environmental benefits are numerous, the
preservation of 200 acres of trees enhances our enduring green network and secures carbon
sequestration of 25,000 metric tons of carbon dioxide (MTCO2), which is the equivalent of 61
million miles driven in an average passenger vehicle. Preservation of this parcel would help the
City of Fayetteville make measurable steps in reaching the Greenhouse reduction goals
adopted in the Energy Action Plan. Tree preservation of this scale will also assist with the
reduction of urban heat islands and the production of oxygen, Furthermore, preservation of the
property can help mitigate regional storm water issues while maintaining water quality, the
property in question is in the Illinois River watershed and falls within the Hillside -Hilltop Overlay
District.
The property has a myriad of social benefits for Fayetteville residents as well. In addition to the
fore mentioned environmental and economic benefits, the Centennial Open Space property will
provide an additional venue for mountain biking, hiking, and other recreational wellness
activities. The Walton Family Foundation funded Trails Master Plan for the property is also
exploring ways to connect the property to other green spaces throughout the City. The
acquisition is part of a larger envisioned trail network that connects Kessler Mountain, the
University of Arkansas and other open spaces through a network of neighborhood greenways,
soft surface trails, parks, and protected green corridors. The proximity of the property to the
Boys and Girls Club and Owl Creek School provides the opportunity to expand the 'Bikes in
Schools' program and host National Interscholastic Cycling Association events.
The City of Fayetteville has obtained approval from the Walton Family Foundation to formally
apply for and accept a grant of $1,661,214.60 and formally apply for and accept a program
related investment loan of $1,651,125 with no interest, to be paid back over a five-year period.
Formal application for the grant and loan requires City Council approval in the form of a
Resolution, which is part of Staff's current request. Walton Family Foundation Grants are based
upon Output and Outcome Performance Measures, which the City must accept to access grant
and program related investment funding. The Outputs and Outcomes can be more fully
reviewed in the attachments to this memo, general terms can be reviewed below:
Outputs:
• The City will execute a purchase agreement for the acquisition of the subject 228 acres
known as tracts 4, 5, 6, & 7 of Mountain Ranch owned by Centennial Bank.
• With the grant agreement, the City will support and allow for at least 8-10 miles of
natural surface trails for use by hikers, bikers, and runners to be constructed on the
acquired property in the future in accordance with a WFF prepared trail master plan,
submitted for review and approval under separate cover.
• The City will fully acquire and take ownership of the property.
• The City will permanently place the 228 acres in the public domain and preserve the
land as greenspace/open space in perpetuity, sufficiently allowing for natural surface
and greenway trail development and other open space amenities typical for a park or
open space.
Outcomes:
• The City will agree to contribute funding for the property acquisition through a program
related investment loan from the Walton Family Foundation in the amount of $1,651,125
to be paid back over a maximum five-year period in equal installments of $275,187.50.
• The City will commit to maintain the property and to maintain and operate all future
greenway and natural surface trails on the property to the same standard as outlined in
the Razorback Regional Greenway operations and management plan as well as the
guidelines listed in the IMBA "Guide to Sweet Single-track" and "Managing Mountain
Biking" handbooks.
• The City will amend its master trails plan to incorporate a future greenway trail linkage to
the property.
4
The City is very interested in acquiring this property to expand mountain biking opportunities,
preserve a significant view shed, and protect the Centennial Open Space property for future
generations, and support from the Walton Family Foundation is a pivotal element in doing so.
More importantly, we believe that the use of the property enhances the quality of life for
residents of Northwest Arkansas by providing an additional venue for mountain biking, hiking,
and other recreational and wellness activities. Together, we believe these elements fit the goals
of City Plan 2030 and the Fayetteville First Economic Development Plan, specifically
assembling an enduring green network and continuing to improve on the outstanding lifestyle
quality in Fayetteville.
BUDGET/STAFF IMPACT:
The overall budget for this acquisition is $3,312,339.60. The City's match of $1,651,125.00 will
be paid back over a five-year period beginning in April of 2018 at a rate of $275,187.50 annually
with no interest. A payment of $275,187.50 will also be due at the closing of the property. A
matching grant from the Walton Family Foundation in the amount of $1,661,214.60 will fund the
remainder of the acquisition. One of the terms of the grant, noted in the outputs section of this
memo, is the construction of the trails in the forthcoming Master Plan for the site, as budget and
capital permits.
Attachments:
Attachment A: Letter of Intent to Walton Family Foundation
Attachment B: Walton Family Foundation Grant Application
Attachment C: Walton Family Foundation Grant Award Letter
Attachment D: Walton Family Foundation PRI Loan Letter
Attachment E: Walton Family Foundation PRI Loan Agreement
Attachment F: Map of Centennial Open Space Property
Attachment G: Map of Centennial Open Space Property with existing and planned trails
Attachment H: Mountain Biking Trails Master Plan Concept for Centennial Open Space Property
Attachment I: Offer Letters
Attachment J: Land Sale Contract with Centennial Bank
Centennial Open Space Land Purchase: Letter of Intent
Intent
This letter is being sent to the Walton Family Foundation, care of Program Officer Jeremy Pate, to gauge
the interest and alignment of principals between the City of Fayetteville and Walton Family Foundation
in the mutual goal of acquiring and preserving approximately 228 acres of greenspace located in
southeast Fayetteville, hereafter referred to as "Mountain Ranch."
The Mountain Ranch Property is one of the largest tracks of minimally disturbed forest within the City of
Fayetteville's municipal limits that has yet to be preserved. The property is situated adjacent to 1-49 and
sits just a few miles north of the Kessler Mountain Regional Park and west of Markham hill. Mountain
Ranch can currently be accessed via W Old Farmington Road, west of 1-49. The property is currently
owned by Centennial Bank, and there are currently no active uses on the property.
Mountain Ranch has long been viewed as an asset to our community. Its slopes provide a significant
view shed for the City of Fayetteville, its heavily timbered topography makes it a perfect opportunity for
citizens from the region and beyond to engage in recreational opportunities such as mountain biking
and hiking. Mountain Ranch's centric location to Mount Kessler and Markham Hill makes it an ideal
asset to be placed under the protection of the public domain.
Concept Vision
The City of Fayetteville would like to work alongside the Walton Family Foundation to engage in the
purchase of the 228-acre Mountain Ranch property from private ownership to permanently place this
asset in the public domain. Our vision is to form partnerships with existing outdoor and recreational
organizations to develop a new network of recreational opportunities such as mountain biking and
hiking through the development of a series of single track and soft trails on the property. We plan to use
these partnerships to develop the design, construction, and long-term maintenance of the Mountain
Ranch Trail system for recreational use. The acquisition of Mountain Ranch not only expands
Fayetteville's bright track record of preservation of the environment for future generations, but also
compliments our goal of stewardship and the promotion of an active and healthy lifestyle.
Mountain biking has become a major tourism driver for Northwest Arkansas in recent years. From
Mount Kessler to Slaughter Pen in Bentonville, its inarguable that this growing sport has impacted not
only the quality of life in Northwest Arkansas residents, but also the regional economy. Mountain Ranch
offers a wide array of slopes and contours, making it an ideal location for a new network of mountain
biking trails that will complement the regions existing offerings
One the primary reasons the acquisition makes sense for the City is the proximity of Mountain Ranch to
other mountain biking opportunities throughout the region. Expanding mountain biking and hiking
opportunities to include an additional 228 acres of natural space creates a place unlike many others in
the region and state.
Concept Proposal
As mentioned, this letter is to solicit comment and gauge the interest of a land preservation partnership
with the City of Fayetteville and Walton Family Foundation taking the primary leadership roles. The City
of Fayetteville would be willing to own and permanently maintain the property as public park property.
We would look to secure approval from the Fayetteville City Council in regards to the financial proposal
outlined below.
If the Walton Family Foundation is interested in considering a grant opportunity to acquire the
Mountain Ranch property, the City of Fayetteville would propose to finance its portion of the purchase
of the property over a ten -year -period through a program -related investment in the form of a loan. The
City of Fayetteville has successfully acquired several tracts of land for similar purposes using this model
of public -private partnerships, as well as land purchases with a 5-10 year financing period. We would ask
the Walton Family Foundation staff to assist in finalizing negotiations for the purchase, to work with the
City and Centennial Bank for potential tax benefits to the seller, given the future use of the land for
public purposes as permanently preserved parkland.
The City of Fayetteville would like to propose the following funding option for the Walton Family
Foundation's consideration. A grant from the Walton Family Foundation in the amount of $1,661,214.60
which represents 50% of the purchase price. With the City's matching portion being $1,651,125 through
a program -related investment loan, with no interest, to be paid back over a 5-year period in five equal
payments of $275,187.50 with an additional payment of $275,187.50 being due at the close of the
property. Furthermore, as previously stated, the City of Fayetteville would agree to design, construct,
and maintain a series of mountain biking trails throughout the 228-acre parcel in the future as budgets,
capital, and spending permits.
Concept Benefits
The City is very interested in acquiring this property to expand mountain biking and hiking opportunities,
preserve a significant view shed, and protect Mountain Ranch for future generations, and believes that a
partnership with the Walton Family Foundation is a pivotal element in gaining support for doing so.
More importantly, we believe that the use of the property enhances the quality of life for residents of
Northwest Arkansas by providing an additional venue for mountain biking, hiking, and other recreational
and wellness activities. Together, we believe these elements fit the mission of the Walton Family
Foundation's Strategic Plan.
Contact
The City of Fayetteville's contact persons for this proposal are Don Marr, Chief of Staff, and Devin
Howland, Economic Vitality Director. Both individuals will serve as the primary points of contact for any
discussions or questions you may have regarding this concept proposal. Should the Foundation be
interested in engaging in discussion or have questions over the next few months, the timing of these
discussions and any future decisions can be jointly decided to the mutual benefits of al partners.
Don Marr
Chief of Staff for Mayor Lioneld Jordan
479.575.8330
d!M�rr@f-,.iyetteville-ar.gov
Devin Howland
Director of Economic Vitality
479,601.7860
dhowland @ f aygtteviile-arar.gpv
WALTON FAMILY
F O U N D A T I O N
Walton Family Foundation Grant Application
Name of Organization: City of Fayetteville
Name of Project/Proposal: Centennial Open Space Acquisition
By submitting this request for funding, the requesting organization acknowledges that The Walton Family
Foundation has not previously made any promise to provide the funding requested herein and that the
requesting organization has not relied to its detriment upon any statement by The Walton Family
Foundation or its representatives to obtain the funding requested herein. The requesting organization
further acknowledges that any approval of its grant proposal will be communicated only by, and is
contingent upon execution of, a written grant agreement between the requesting organization and the
Foundation signed by the Foundation's Executive Director.
Organization Name: City of Fayetteville
Organization Address: 113 W. Mountain Street
Fayetteville, AR 72701
Organization Telephone: 479-444-3471
Tax ID Number: Government Entity
Head of Org/Authorized Signatory: Lioneld Jordan
Signatory Address (if different than above):
Head of Org Email: Mayor@fayetteville-ar.gov
Key Contact: Devin Howland
Key Contact email: dhowland@fayetteville-ar.gov
Key Contact phone: 479.575.8221
Project Name: Centennial Open Space Acquisition
P _
j Total Requested: $3,312,340.00
Grant Period: From 2/1/2018
To 6/1/2027
Proposal 12/21/2017
Date:
WFF Program Jeremy Pate
Officer:
1. Request/Purpose of Grant
Briefly summarize the purpose and need for the project/program, the requested amount, and any
requested terms (such as multiple years or matching). The budget template attached is the location for
detailed financial information. This space is really just an abstract of the proposal.
The purpose of the grant is to support the City of Fayetteville in the acquisition of approximately
228 acres located in southeast Fayetteville known as Mountain Ranch. The purchase of this
property from private ownership will permanently place this asset in the protected public
domain. This grant is more fully described in Grantee's letter of intent, which is enclosed with this
grant application. Grantee agrees to use all grant funds exclusively for the grant's purposes. Any
changes in these purposes must be authorized in advance by the Foundation in writing.
2. Background
Include a basic description and history of the organization (2-3 paragraphs). Please also note the other
organizations with which you are collaborating.
` The Mountain Ranch Property is one of the largest tracks of minimally disturbed forest within the
City of Fayetteville's municipal limits that has yet to be preserved. The property is situated
adjacent to 1-49 and sits just a few miles north of the Kessler Mountain Regional Park and west of
Markham hill. Mountain Ranch can currently be accessed via W Old Farmington Road, west of I-
49. The property is currently owned by Centennial Bank, and there are currently no active uses on
the property.
Mountain Ranch has long been viewed as an asset to our community. Its slopes provide a
significant view shed for the City of Fayetteville, its heavily timbered topography makes it a
perfect opportunity for citizens from the region and beyond to engage in recreational
opportunities such as mountain biking and hiking. Mountain Ranch's centric location to Mount
Kessler and Markham Hill makes it an ideal asset to be placed under the protection of the public
domain.
The City of Fayetteville would like to work alongside the Walton Family Foundation to engage in
the purchase of the 228-acre Mountain Ranch property from private ownership to permanently
place this asset in the public domain. Our vision is to form partnerships with existing outdoor and
recreational organizations to develop a new network of recreational opportunities such as
mountain biking and hiking through the development of a series of single track and soft trails on
the property. We plan to use these partnerships to develop the design, construction, and long-
term maintenance of the Mountain Ranch Trail system for recreational use. The acquisition of
Mountain Ranch not only expands Fayetteville's bright track record of preservation of the
environment for future generations, but also compliments our goal of stewardship and the
promotion of an active and healthy lifestyle.
Mountain biking has become a major tourism driver for Northwest Arkansas in recent years.
From Mount Kessler to Slaughter Pen in Bentonville, its inarguable that this growing sport has
impacted not only the quality of life in Northwest Arkansas residents, but also the regional
economy. Mountain Ranch offers a wide array of slopes and contours, making it an ideal location
for a new network of mountain biking trails that will complement the regions existing offerings.
One the primary reasons the acquisition makes sense for the City is the proximity of Mountain
Ranch to other mountain biking opportunities throughout the region. Expanding mountain biking
and hiking opportunities to include an additional 228 acres of natural space creates a place unlike
many others in the region and state.
3. Output and Outcome Performance Measures
Outputs And Outcomes
Who will do what and how much? By Measured or
when. evaluated by?
��szUkMssre Cfakl:r:Wffae aifica�fr.IEW.
The City will execute a purchase agreement for the acquisition of the
Copy of the
subject 228 acres known as tracts 4, 5, 6, & 7 of Mountain Ranch owned
3/1/2018
executed
by Centennial Bank.
purchase
agreement
With the grant agreement, the City will support and allow for at least 8-10
miles of natural surface trails for use by hikers, bikers and runners to be
Letter from
constructed on the acquired property in the future in accordance with a
3/31/2018
Mayor
WFF-prepared trail master plan, submitted for review and approval under
separate cover.
The City will permanently place the 228 acres in the public domain and
preserve the land as greenspace/open space in perpetuity, sufficiently
allowing for natural surface and greenway trail development and other
open space amenities typical for a park or open space.
The City will agree to contribute funding for the property acquisition
through a program related investment loan from the Walton Family
Foundation in the amount $1,651,125 to be paid back over a maximum
five-year period in equal installments of $275,187,50.
The City will commit to maintain the property, and to maintain and
operate all future greenway and natural surface trails on the property to
the same standards as outlined in the Razorback Regional Greenway
operations and management plan as well as the guidelines listed in the
Letter from the
6/1/2018 mayor and/or
resolution
3/31/2018 Signed loan
agreement
4/15/2018 Letter from
Mayor
IMBA "Guide to Sweet Single-track" and "Managing Mountain Biking"
handbooks.
The City will amend its master trails plan to incorporate a future greenway 6/1/2018 Program
trail linkage to the property. records
4. Evaluation of Proposed Project
Please describe how you will evaluate the project moving forward. You do not need to restate what is in
section 3. Here you only say how the information will be collected.
Grantee will provide the Foundation with a final financial and narrative report by March 31, 2018.
This report shall include an account of expenditures of grant funds, and a brief narrative of what
was accomplished (including a description of progress made in fulfilling the purposes of the grant
and a confirmation of Grantee's compliance with the terms of the grant).
Success will be measured against the outputs and outcomes described above.
If an external third party evaluation will be completed, describe their evaluation plan.
5. Financial information/Sustainability
Also, please briefly describe the plan to make the project or organization sustainable after the grant
period (if applicable).
I The City of Fayetteville's Parks and Recreation Department shall maintain the completed
mountain biking trail network along with the entire 228 acres of parkland following the
j completion of the project.
6. Board Members
Please provide us with a list of your organization's board members.
7. Management/Key People Involved
Pro'ect and Car anizatipD Mana ement — List the 1-3 people involved in managing the project and give 2-
4 sentence bios
« Don Marr, Chief of Staff: Mr. Marr served on the Fayetteville Planning Commission from
1996-2001 and as Council Member on the Fayetteville City Council from 2001-2006,
before taking his current position as the Chief of Staff for Mayor Jordan in 2009. As Chief
of Staff, he oversees the executive management of day to day operations of city
functions, staff, and citizen services. j
Devin Howland, Director of Economic Vitality: Mr. Howland is currently serving as the first
f Director of Economic Vitality for the City of Fayetteville. He began his work with the City
in early 2017, and oversees the City's economic development efforts.
8. Applicant self -assessment of risks to success
Please identify any risks to project success.
IThis project is subject to approval by the Fayetteville City Council, the Council will vote on the
approval of the project at the February 6, 2018 meeting.
Lessens Learned — If you have previously been a grantee of The Walton Family Foundation, please
discuss any missed targets, the lessons learned, and how you aim to address those moving forward.
9. Project Budget
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Budget Narrative:
Project Budget Narrative Guidance for WFF Proposals
For each budget category, include a brief description
for the
reques
Expense Categories & Narrative Requirements
I. Personnel
• Salaries:
• Benefits:
• Other:
II. Direct Expenses
• Travel:
• Meetings/Events:
+ Other: Other:
Land Acquisition: 3,302,250.00
Closing Cost, Taxes up to:10,089.60
$0
$
$0
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$0
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e Consultants:
• Sub Grants:
IV. Overhead
O
V. Income Categories (for this grant only)
« Other Foundations:
+ Public Agencies:
+ Corporations:
r Other:
10.Other information
Comparable organizations and program — Please list any other organizations that provide similar
programs or services to your direct beneficiaries and describe how your program or service is different.
11.Other attachments
i) Any organizational plan related to the Grant Request
ii) IRS Determination Letter
iii) Latest available IRS Form 990 for your organization
iv) Latest available FYE statement or audit as well as current Income Statement and Balance Sheet
v) Other optional narrative as necessary to explain project or organization
vi) The organizational budget and board list
vii) Other optional supporting illustrations or exhibits (e.g. maps, project/organization logic models)
DocuSign Envelope ID: 6C55027C-2414-465D-8CL 18550513456E
RECF-ivrn
LVA LT O N FAMILY
F 0 U N D A T 1 0 N
February 28, 2018
Lioneld Jordan
Mayor
City of Fayetteville
113 W. Mountain Street
Fayetteville, AR 72701
RE: Grant #2017-2159
Dear Mayor Jordan,
MAR 0 9 2018
CITYCF t,
CITY CLEkk~; ::r ;,,t
It is my pleasure to inform you that the Walton Family Foundation, Inc. ("Foundation") has
approved a grant in the amount of $1,661,215.00 to the City of Fayetteville ("Grantee" or "City").
The project term will be February 1, 2018 to June 1, 2018. This grant is subject to the following
terms and conditions:
1. Purpose: The purpose of the grant is to acquire —228 acres of property for greenspace
preservation and future natural surface trail development. This grant is more fully described in
Grantee's proposal dated December 21, 2017. Grantee agrees to use all grant funds exclusively for
the grant's purposes. Any changes in these purposes must be authorized in advance by the
Foundation in writing.
2. Amount: One Million, Six Hundred Sixty -One Thousand, Two Hundred Fifteen
Dollars ($1,661,215.00).
Grant payments will be made as follows:
Installment j Amount 11 Date
1 #1 $1,661,215.00 Upon completion of a siqned arant agreement
3. Payable: This grant payment shall be initiated upon receipt of this completed letter from
Grantee acknowledging the terms and conditions set forth herein. Grantee should receive grant
funds electronically within 14 days of completion of this document.
4. Accounting: (a) The Foundation encourages, whenever feasible, the deposit of grant
funds in an interest -bearing account. For purposes of this letter, the term "grant funds" includes
the grant and any income earned thereon.
(b) Grantee will maintain records of receipts and expenditures made in connection
with the grant funds and will keep these records during the period covered by the Grantee's
reporting obligations specified in paragraph 5 and for at least four years thereafter
("Maintenance Period"). Grantee will make its books and records in connection with the grant
funds available for inspection by the Foundation during normal business hours as the
11,0 B u x 20 30. Be.I�t0T)ViIir,,, AR'?2'7 12, 1 Te1. 47r34A5110 Fax: 47 ,16,4' 15,130
www.waltonfamilyfoundation.org
DocuSign Envelope ID: 6C55027C-2414-465D-8CL 0165505B456E
Foundation may request at any time during the Maintenance Period.
5. Reporting and Evaluation: Grantee will provide the Foundation with a financial and
narrative report by the due date listed in the report schedule below. This report shall include an
account of expenditures of grant funds, and a brief narrative of what was accomplished
(including a description of progress made in fulfilling the purposes of the grant and a
confirmation of Grantee's compliance with the terms of the grant).
Report Date Re ort T pe
6/1/2018 Interim Financial and Narrative
Success will be measured against the outputs and outcomes described in Appendix A
All reports will be sent electronically to HomeRegion@wffmaii.com. Please reference Grant
#2017-2159 on all reports submitted.
Grantee payments are always contingent upon the Foundation's approval of Grantee's
operations based on the above reports and the Foundation's satisfaction with such information
as it chooses to obtain from other sources.
6. Representations: Grantee represents and warrants to the Foundation that:
(a) Grantee is a governmental unit, and is not a "private foundation" described in
section 509(a) of the Code. Grantee will promptly notify the Foundation of any change in
Grantee's tax status under the Code.
(b) In no event will Grantee use any grant funds:
(i) to carry on propaganda, or otherwise to attempt, to influence legislation;
(ii) to influence the outcome of any specific public election or to carry on,
directly or indirectly, any voter registration drive; or
(iii) to undertake any activity other than for a charitable, educational or other
exempt purpose specified in section 170(c)(2)(B) of the Code.
(c) Grantee will comply with all applicable laws and regulations.
7. Repayment: Grantee agrees to repay to the Foundation any portion of the grant funds
not used for the grant's purposes. In addition, the Foundation may discontinue any further
payments to Grantee, and may direct Grantee to repay any unexpended grant funds to the
Foundation, if any of the following events occurs:
(a) Grantee ceases to maintain its tax-exempt status as described in paragraph 6(a)
above;
(b) Grantee fails to comply with the terms of this letter; or
DocuSign Envelope ID: 6C55027C-2414-465D-8CL,--0185505B456E
(c) There is a material change in Grantee's key personnel that in the sole opinion of
the Foundation adversely affects Grantee's management of the grant.
8. Release and Indemnity: Unless prohibited by law, Grantee shall release, indemnify,
defend and hold harmless the Foundation and its directors, officers, employees and agents from
and against any and all claims, actions, suits, demands, damages, losses, expenses and
liabilities, arising out of or related in any way to the actions or omissions of Grantee (or its
directors, officers, employees, agents or contractors) in connection with the Grant and the
project funded by the Grant, except to the extent caused by the Foundation's (or its directors',
officers', employees' or agents') negligent actions or omissions. Grantee further agrees to carry
insurance in such forms and amounts as are commercially reasonable and appropriate to cover
Grantee's operations and to enable Grantee to indemnify and defend the Foundation as
provided hereunder.
9. Grant Publicity: Grant publicity related to this grant consistent with Grantee's normal
practice is permitted, subject to the following provisions. The Foundation expects any
announcements and other publicity to focus on Grantee's work and the project or issue funded
by the grant. Recognition of the Foundation's role in funding the project is permitted, provided
that the timing, content and strategic focus of such publicity should be approved by the
Foundation contact listed in paragraph 11. Publicizing the grant and the Foundation in Grantee's
publications and communications in a manner consistent with similar grants obtained by
Grantee is permitted.
The Foundation may ask Grantee to provide illustrations, photographs, videos, recordings,
information or other materials related to the grant (collectively "Grant Work Product") for use in
Foundation communications including the Foundation's website, annual report, newsletters,
board materials, presentations, communications and other publications. Grantee agrees to
provide the Foundation with such items upon the Foundation's reasonable request and hereby
grants to the Foundation and anyone acting under the authority of the Foundation a fully paid -
up, world-wide, right and license to use, reproduce, display and distribute the Grant Work
Product in connection with the Foundation's charitable operations and activities. In connection
therewith, Grantee shall be responsible for obtaining all necessary rights and permissions from
third parties for the Foundation to use the Grant Work Product for these purposes. By signing
this Agreement, Grantee also acknowledges and agrees to use by the Foundation of historical,
programmatic and other information relating to Grantee and the grant hereunder.
10. Gratuities: The Foundation desires that all of Grantee's resources be dedicated to
accomplishing its philanthropic purposes. Therefore, Grantee agrees that it will not furnish the
Foundation or its Board of Directors, officers, staff or affiliates with any type of benefit related to
this grant including tickets, tables, memberships, commemorative items, recognition items, or
any other benefit or gratuity of any kind.
11. Contact: For all communications regarding this grant, please contact the Foundation
by email at HomeRegion@wffmail.com. Please reference Grant #2017-2159 in your
communication.
DocuSign Envelope ID: 6C55027C-2414-465D-8CL._-0185505B456E
We have enclosed the grant letter. By electronically signing this item the Grantee acknowledges
and agrees to the terms and conditions herein. A copy of the completed document will be
emailed to the Grantee through DocuSign. If the electronic signing of this item is not completed
by March 15, 2018 the Foundation will consider the Grantee to have declined the grant.
On behalf of the Foundation, I extend every good wish for the success of your organization's
endeavors.
Sincerely,
DocuSCgnva by:
62
Kylse T'Pe' Verson
Executive Director
ACKNOWLEDGED AND AGREED
rUocuSfgd by:
uma"By, ,6rjav, 3/1/2018 1 8:50:44 AM CST
' LlUNiUMirdan (Date)
City of Fayetteville
DocuSign Envelope ID: 6C55027C-2414-465D-8CL185505B456E
Appendix A: City of Fayetteville
Centennial Open Space Acquisition
Outputs And Outcomes
Who will do what and how much?
By
Measured or
when?
evaluated by?
Outputs
The City will execute a purchase agreement for the acquisition of
Copy of the
the subject 228 acres known as tracts 4, 5, 6, & 7 of Mountain
3/1/2018
executed
Ranch owned by Centennial Bank.
purchase
agreement
With the grant agreement, the City will support and allow for at
least 8-10 miles of natural surface trails for use by hikers, bikers
Letter from
and runners to be constructed on the acquired property in the
3/31/2018
Mayor
future in accordance with a WFF-prepared trail master plan,
submitted for review and approval under separate cover.
The City will fully acquire and take ownership of the property.
4/15/2018
Copy of
recorded deed
The City will permanently place the 228 acres in the public
domain and preserve the land as greenspace/open space in
Letter from the
perpetuity, sufficiently allowing for natural surface and greenway
6/1/2018
mayor and/or
trail development and other open space amenities typical for a
resolution
park or open space.
Outcomes
The City will agree to contribute funding for the property
acquisition through a program related investment loan from the
Signed loan
Walton Family Foundation in the amount $1,651,125 to be paid
3/31 /2018
back over a maximum five-year period in equal installments of
agreement
$275,187.50.
The City will commit to maintain the property, and to maintain
and operate all future greenway and natural surface trails on the
property to the same standards as outlined in the Razorback
4/15/2018
Letter from
Regional Greenway operations and management plan as well as
Mayor
the guidelines listed in the IMBA "Guide to Sweet Single-track"
and "Managing Mountain Biking" handbooks.
The City will amend its master trails plan to incorporate a future
6/1/2018
Program
greenway trail linkage to the property.
records
WALTON FAMILY
F O U N D A T I O N
January 29, 2018
Lioneld Jordan
Mayor
City of Fayetteville
113 W. Mountain Street
Fayetteville, AR 72701
Loan: 2018-93
Dear Mayor Jordan,
It is my pleasure to inform you that the Walton Family Foundation, Inc. ("Foundation" or "WFF") has
approved a program -related investment ("PRI") of $1,651,125.00 in the form of a loan ("Loan") to the
City of Fayetteville ("Borrower" or "City"). This PRI is at the recommendation of Steuart Walton and
Tom Walton, and is subject to the following terms and conditions:
1. Purpose: The purpose of the Loan is to provide the Borrower with $1,651,125.00 to
acquire —228 acres of property for greenspace preservation and future natural surface trail
development, as more fully described in the Borrower's Proposal dated December 21, 2017 and in a
separate loan agreement dated the same date as this letter ("Loan Agreement").
The Loan is to be repaid in full on April 1, 2022 (or at such earlier time as provided in Section 1.2 of
the Loan Agreement) according to the following schedule:
Payment Date
Amount Due
March 31, 2018
$275,187.50 principal payment
April 1, 2018
$275,187.50 principal payment
April 1, 2019
$275,187.50 principal payment
April 1, 2020
$275,187.50 principal payment
April 1, 2021
$275,187.50 principal payment
April 1, 2022
$275,187.50 principal payment
The Loan's terms are more fully stated in the Loan Agreement and its exhibits, and the terms of the
Loan Agreement (including its exhibits) shall control if inconsistent with the terms of this letter.
Repayment of the Loan is an unsecured, full recourse obligation of the Borrower as indicated in the
Promissory Note attached as Exhibit A to the Loan Agreement.
2. Amount: One Million Six Hundred Fifty -One Thousand And One Hundred Twenty -Five
($1,651,125.00).
P CJ 13-)X )Oi(J. holit nwille, All 72717 I Tel: 109 1164 157'1 Fax: 479 164 1 ;80
www.waItonfamilyfoundation.org
The loan payment will be made as follows:
Installment Amount
$1,651, l 25.00
Date
Available upon completion of a signed Loan Agreement
3. Payable: The installment of $1,651,125.00 shall be available for disbursement within 14
days after the Foundation's receipt of this completed letter and associated documents from Borrower
acknowledging the terms and conditions set forth herein and compliance with the items stated in
Section 1.1 of the Loan Agreement. The associated documents shall consist of a copy of the signed
Loan Agreement, promissory note, and related documents.
4. Accounting: (a) The Foundation encourages, whenever feasible, the deposit of loan funds in
an interest -bearing account. For purposes of this letter, the term "loan funds" includes the loan and any
income earned thereon.
(b) Borrower will maintain records of receipts and expenditures made in connection with
the loan funds and will keep these records during the period covered by the Borrower's reporting
obligations specified in paragraph 5 and for at least four years thereafter ("Maintenance Period").
Borrower will make its books and records in connection with the loan funds available for inspection by
the Foundation during normal business hours as the Foundation may request at any time during the
Maintenance Period.
5. Reporting and Evaluation: (a) Borrower will provide the Foundation with an annual report
on Borrower's use of the Loan funds by December 31 st of each year (beginning in 2018), until the
Loan is terminated as provided in the Loan Agreement. Each such report should include an account of
expenditures of Loan funds and a narrative of what was accomplished by the use of such funds during
the preceding year (including a description of progress made in fulfilling the purposes of the Loan and
a confirmation of Borrower's compliance with the terms of the Loan) and other information as
indicated in Section 4.6 of the Loan Agreement. Foundation staff will evaluate the effectiveness of
Borrower's performance through internal review of progress made against the performance measures
outlined in Appendix A.
(b) In addition, Borrower will provide the Foundation with annual financial statements as
indicated in Section 4.3 of the Loan Agreement and any other information that the Foundation may
reasonably request concerning Borrower or the Loan. This includes, without limitation, participating
in the Foundation's annual Program Related Investment utilization study and providing requested data
on PRI performance.
(c) All reports will be sent electronically to HomeRegion@wffmail.com. Please reference
Loan #2018-93 on all reports submitted.
6. Representations: Borrower represents and warrants to the Foundation that:
(a) Borrower is an organization in good standing, is either an organization described in
section 501(c)(3) of the Internal Revenue Code ("Code") or a governmental unit, and is not a "private
foundation" described in section 509(a) of the Code. Borrower will promptly notify the Foundation of
any change in Borrower's tax status under the Code.
2
(b) In no event will Borrower use any loan funds:
(i) to carry on propaganda, or otherwise to attempt, to influence legislation;
(ii) to influence the outcome of any specific public election or to carry on, directly
or indirectly, any voter registration drive; or
(iii) to undertake any activity other than for a charitable, educational or other exempt
purpose specified in section 170(c)(2)(B) of the Code.
(c) Borrower will comply with all applicable laws and regulations.
(d) Borrower will promptly notify the Foundation of any change in the individual serving
as Borrower's CEO or any material change in such officer's responsibilities.
7. Release and Indemnity: Borrower hereby releases, indemnifies and agrees to defend and
hold harmless the Foundation, its directors, officers, employees or agents, from and against any and all
losses, liability, damages, and expenses (including attorneys' fees and expenses) which any of them
may incur or be obligated to pay in any action, claim, or proceeding against them or any of them, for or
by reason of any acts, whether of omission or commission, that may be committed or omitted by the
Borrower or any of its directors, officers, employees or agents, in connection with the Loan and the
project funded by the Loan. Borrower further agrees to carry insurance in such forms and amounts as
are commercially reasonable and appropriate to cover Borrower's operations and to enable Borrower to
indemnify and defend the Foundation as provided hereunder.
8. Repayment: The Foundation may discontinue any further payments to Borrower, and may
direct Borrower to repay any unexpended loan funds to the Foundation, if any of the following events
occurs:
(a) Borrower ceases to maintain its tax-exempt status as described in paragraph 6(a) above;
(b) Borrower fails to comply with the terms of this letter; or
(c) There is a material change in Borrower's key personnel that in the sole opinion of the
Foundation adversely affects Borrower's management of the loan.
9. Loan Publicity: Publicity related to this Loan consistent with Borrower's normal practice
is permitted, subject to the following provisions. The Foundation expects any announcements and
other publicity to focus on Borrower's work and the project or issue funded by the Loan. Recognition
of the Foundation's role in funding the project is permitted, provided that the timing, content and
strategic focus of such publicity should be approved by the Foundation by sending a request to:
HomeRegion@wffmail.com (please reference Loan 42018-93). Publicizing the Loan and the
Foundation in Borrower's publications and communications in a manner consistent with similar loans
obtained by Borrower is permitted. If publicized or recognized, please coordinate communications
about this PRI with your Foundation contact prior to any announcements.
The Foundation may ask Borrower to provide illustrations, photographs, videos, recordings,
information or other materials related to the loan (collectively "Work Product") for use in Foundation
communications including the Foundation's website, annual report, newsletters, board materials,
presentations, communications and other publications. Borrower agrees to provide the Foundation with
such items upon the Foundation's reasonable request and hereby authorizes the Foundation and anyone
acting under the authority of the Foundation a fully paid -up, world-wide, right and license to use,
reproduce, display and distribute the Work Product in connection with the Foundation's charitable
operations and activities. In connection therewith, Borrower shall be responsible for obtaining all
necessary rights and permissions from third parties for the Foundation to use the Work Product for
these purposes. By signing this Agreement, Borrower also acknowledges and agrees to use by the
Foundation of historical, programmatic and other information relating to Borrower and the Loan
hereunder.
10. Gratuities: Borrower agrees that it will not furnish the Foundation or its Board of Directors,
officers, staff or affiliates with any membership, tickets, tables, commemorative items, recognition
plaques or gratuities or benefits of any kind.
11. Contact: If you need to contact the Foundation about your loan, please email
HomeRegion@wffmail.com. Please reference Loan #2018-93 in your communication.
We have enclosed the loan agreement, promissory note, and officer's certificate. Please sign as the
Borrower's acknowledgment of the terms and conditions herein stated. If the signed acknowledgment
of this letter, promissory note, loan agreement, and officer's certificate are not received in the
Foundation's office by February 28, 2018, the Foundation will consider the Borrower to have declined
the loan.
On behalf of the Foundation, I extend every good wish for the success of your organization's
endeavors.
Sincerely,
Kyle J. Peterson
Executive Director
ACKNOWLEDGED AND AGREED
M.
Mayor Lioneld Jordan
City of Fayetteville
4
WALTON FAMILY
F O U N D A T I O N
Appendix A: City of Fayetteville
Centennial Open Space Acquisition
T Outputs And Outcomes
Who will do what and how much?
By
when?
Measured or
evaluated by?
Goal: Centennial Open Space Acquisition
Outputs
The City will execute a purchase agreement for the acquisition of the
Copy of the
executed
subject 228 acres known as tracts 4, 5, 6, & 7 of Mountain Ranch
3/1/2018
purchase
owned by Centennial Bank.
agreement
With the grant agreement, the City will support and allow for at least 8-
10 miles of natural surface trails for use by hikers, bikers and runners
Letter from
to be constructed on the acquired property in the future in accordance
3/31/2018
Mayor
with a WFF-prepared trail master plan, submitted for review and
approval under separate cover.
The City will fully acquire and take ownership of the property.
4/15/2018
Copy of
recorded deed
The City will permanently place the 228 acres in the public domain and
Letter from the
preserve the land as greenspace/open space in perpetuity, sufficiently
6/l /2018
mayor and/or
allowing for natural surface and greenway trail development and other
resolution
open space amenities typical for a park or open space.
Outcomes
The City will agree to contribute funding for the property acquisition
through a program related investment loan from the Walton Family
3/31/2018
Signed loan
Foundation in the amount $1,651,125 to be paid back over a maximum
agreement
five-year period in equal installments of $275,187.50.
The City will commit to maintain the property, and to maintain and
operate all future greenway and natural surface trails on the property to
the same standards as outlined in the Razorback Regional Greenway
4/15/2018
Letter from
operations and management plan as well as the guidelines listed in the
Mayor
IMBA "Guide to Sweet Single-track" and "Managing Mountain
Biking" handbooks.
The City will amend its master trails plan to incorporate a future
6/1/2018
Program
greenway trail linkage to the property.
records
ITel: 4 ) �i6d I L; /0 Fax: 1I79 4b-I I :g"
www.waItonfamiIyfoundation.org
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Loan #2018-93
LOAN AGREEMENT RECE�v ED
BETWEEN MAR 14 2018
THE WALTON FAMILY FOUNDATION, INC.,
AND CITY OF FAYEi OFFiLLC E
CITY OF FAYETTEVILLE, ARKANSAS CITY CLERK50FFIE
This Loan Agreement (the "Agreement") is entered into as of March 8, 2018 between
THE WALTON FAMILY FOUNDATION, INC., a Delaware nonprofit, nonstock corporation, with
offices at 110 NW 2nd Street, Suite 200, Bentonville, AR 72712, (the "Lender") and THE CITY OF
FAYETTEVILLE, ARKANSAS, a municipality and political subdivision under the laws of the State
of Arkansas, with offices at 113 W Mountain, Fayetteville, AR 72701 (the "Borrower").
RECITALS
WHEREAS, the Borrower has applied to the Lender for a loan in the amount of up to
$1,651,125.00, with the proceeds thereof to be used by the Borrower for the purposes described in
Section 1.3 of this Agreement, in furtherance of the exempt purposes of the Borrower and in
furtherance of the exempt purposes of the Lender, both as described in Section 170(c)(2)(B) of the
Internal Revenue Code of 1986, as amended (the "Code");
WHEREAS, the Lender and the Borrower intend that the transactions provided for in
this Agreement constitute a "program related investment" of the Lender within the meaning of Code
Section 4944(c) and Treasury Regulations Section 53.4944-3; and
WHEREAS, the Lender is willing to make such loan to the Borrower upon the terms
and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premises, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
ARTICLE I
THE LOAN AND ITS PURPOSE
Section 1.1 The Loan. In accordance with the provisions of this Agreement and
subject to the conditions precedent set forth in Section 3.1, the Lender agrees to make a loan to the
Borrower in the aggregate principal amount of up to ONE MILLION SIX HUNDRED FIFTY-ONE
THOUSAND AND ONE HUNDRED TWENTY FIVE/100 DOLLARS ($1,651,125.00) (the
"Loan") payable in one installment, within 14 days of March 8, 2018 (the "Closing Date") at such
place as the parties may mutually agree. Within 14 days of the Closing Date, upon fulfillment of all
the conditions precedent set forth in Article III hereof the Lender shall issue a check or wire transfer
to the Borrower funds in the amount of the Loan.
Section 1.2 The Note and Repayment of the Loan. (a) The Loan shall be evidenced
by a promissory note of the Borrower (the "Note"), substantially in the form attached hereto as Exhibit
A, duly executed on behalf of the Borrower by its authorized representatives and dated the Closing
Date. The Borrower hereby irrevocably authorizes the Lender to make (or cause to be made)
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Loan 42018-93
appropriate notations on the schedule attached to the Note (or at the Lender's option, in its records),
which notations, if made, shall evidence, inter alia, the date and outstanding principal balance of the
Loan evidenced thereby and the date and amount of each payment of principal thereon. Such
notations shall be rebuttably presumptive evidence of the subject matter thereof absent manifest error;
provided, however, that the failure to make any such notations shall not limit or otherwise affect any
of the Loan or any payment thereon.
(b) The Loan shall bear no interest.
(c) Unless (i) earlier repaid pursuant to the provisions of this Agreement
(including, without limitation, clause e below), or (ii) all amounts under this Agreement are required
to be repaid on any earlier date in accordance with Section 6.2, the outstanding principal balance of
the Loan shall be due and payable in six equal installments of $275,187.50, as follows:
Payment Date
Amount Due
March 31, 2018
$275,187.50 principal payment
February 19, 2019
$275,187.50 principal payment
February 19, 2020
$275,187.50 principal payment
February 19, 2021
$275,187.50 principal payment
February 19, 2022
$275,187.50 principal payment
February 19, 2023
$275,187.50 principal payment
(d) All payments hereunder shall be made by check or wire transfer to the Lender
in the lawful money of the United States. If a payment is due on a day that is not a business day (which
shall be any day other than a Saturday or Sunday that the Lender is open for business and banks are
not authorized or required to be closed under the laws of the State of Arkansas), such payment may
be made on the next succeeding business day. The Borrower shall make all payments to the Lender's
account set forth on Schedule I to this Agreement, or such other account as the Lender shall designate
in writing to the Borrower not less than ten (10) days before a payment is due.
(e) The Borrower may prepay all or any part of the Loan at any time without
premium or penalty, provided that any prepayment shall be in the minimum amount of $100,000.
Amounts repaid may not be reborrowed.
(0 If any payment of principal is not paid within ten (10) days after the due date,
then such overdue amount shall, without limiting the rights of the Lender, bear interest at the rate of
the lesser of five percent (5 %) per annum or the maximum rate permitted under applicable law, which
shall accrue from the due date until paid.
Section 1.3 Purpose of the Loan. The Lender and the Borrower agree that the
purpose of the Loan is to provide the Borrower with up to $1,651,125.00 to acquire approximately
228 acres for permanent greenspace preservation and future natural surface trails, as more fully
described in the Borrower's Proposal dated December 17, 2017 and the loan letter (Loan Letter")
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Loan #2018-93
between the Lender and Borrower dated the same date as this Agreement.
Section 1.4 , Use of Proceeds. The Borrower shall use the proceeds of the Loan and
any investment income derived therefrom (the "Loan proceeds") exclusively for the purposes set forth
in Section 1.3, unless alternative use of funds is approved in writing by the Lender.
Section 1.5 Program Related Investment. Consistent with Code Section 4944(c)
and Treasury Regulations Section 53.4944-3:
(a) The primary purpose of the Loan is to accomplish one or more of the purposes of
the Lender and the Borrower described in Code Section 170(c)(2)(B);
(b) No significant purpose of the Loan is the production of income or the appreciation
of property; and
(c) No purpose of the Loan is to accomplish one or more of the purposes described in
Code Section 170(c)(2)(D).
It is intended that the Loan will significantly further the accomplishment of the Lender's and
the Borrower's respective exempt activities. The Lender would not make the Loan but for this
relationship between the Loan and the accomplishment of the Lender's exempt purposes.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lender as of the Closing Date that:
Section 2.1 Organization and Powers. (a) The Borrower is a municipaility and
political subdivision under the laws of the State of Arkansas.
(b) The Borrower is duly formed, validly existing, and in good standing under the
laws of the State of Arkansas. The Borrower has the statutory and regulatory power and authority to
own its assets and properties and to carry on its activities as now conducted and as contemplated to
be conducted. The Borrower has the statutory and regulatory power and authority to execute, deliver
and perform this Agreement, to execute and deliver the Note, and to borrow hereunder.
Section 2.2 Authorization; Binding Agreement. The execution, delivery and
performance by the Borrower of this Agreement, the execution and delivery of the Note, and the
borrowing hereunder, have been duly authorized by all requisite corporate action. Upon execution
and delivery of each of them by the Borrower, this Agreement and the Note (the "Loan Documents")
will constitute the legal, valid, and binding obligations of the Borrower, enforceable in accordance
with their terms, except to the extent that enforceability may be limited by applicable bankruptcy,
insolvency or other similar laws of general application or equitable principles relating to or affecting
the enforcement of creditors' rights from time to time in effect.
Section 2.3 Litigation. There is no action, suit or proceeding at law or in equity
pending or threatened before any court or governmental or administrative body or regulatory authority
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or agency which, individually or in the aggregate, could reasonably be expected to result in a material
adverse change in the activities, operations, assets or properties or in the condition, financial or
otherwise, of the Borrower, or materially to impair the ability of the Borrower to perform its
obligations under this Agreement and the Note. The Borrower is not in default with respect to any
judgment, writ, injunction, decree, rule or regulation of any court or any governmental or
administrative body or agency.
Section 2.4 No Conflicts, No Government Consents. (a) The execution, delivery
and performance by the Borrower of this Agreement and the Note and the borrowing hereunder will
not violate any provision of law, any order, writ, injunction, decree, rule or regulation of any court or
governmental or administrative body or regulatory authority or agency, any indenture, agreement or
instrument to which the Borrower is a party or by which the Borrower or its assets or properties are
bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a
default under any such indenture, agreement or instrument, or result in the creation or imposition of
any lien, charge or encumbrance of any nature whatsoever upon any of the assets or properties of the
Borrower.
(b) The governing body of Borrower has approved this agreement and the borrowing
hereunder. No further consent, approval or authorization of, or declaration or filing with, any
governmental or administrative body or agency on the part of the Borrower is required for the valid
execution, delivery and performance by the Borrower of this Agreement or the Note and the
borrowing hereunder.
Section 2.5 No Default. The Borrower is in compliance with all of the terms and
provisions set forth in the Loan Documents on its part to be observed or performed, and no Event of
Default (as defined in Article VI hereof), or any event that, with notice or lapse of time or both, would
constitute any such Event of Default, has occurred and is continuing.
Section 2.6 Financial Condition. There has been no material adverse change in the
Borrower's financial condition since applying for this Loan. Financial statements, which have
heretofore been provided by the Borrower to the Lender, are complete and correct and fairly present
(a) the financial position of the Borrower as of their respective dates and (b) the results of the
Borrower's operations for the respective periods then ended.
Section 2.7 Taxes. The Borrower has filed all tax and information returns required
to be filed in any jurisdiction and has paid all taxes, assessments, fees or other governmental charges
upon the Borrower or upon any of its assets or income, which have become due and payable except
for any taxes and assessments (a) the amount of which is not individually or in the aggregate material
or (b) the amount, applicability or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which the Borrower has established adequate reserves.
There are no tax audits presently being conducted in respect of the Borrower.
Section 2.8 Disqualified Persons. Neither the Borrower, nor any director, officer,
or employee of the Borrower, is a "disqualified person" with respect to the Lender within the meaning
of Section 4946(a) of the Code.
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Section 2.9 Insurance Coverage. The Borrower has insurance coverage in full
force and effect, against such risks and in such amounts as is customarily maintained by organizations
engaged in similar activities.
Section 2.10 Title to Properties. The Borrower has good title to its assets and
properties free and clear of any lien, charge or encumbrance which could adversely affect either the
Borrower's ability to (a) perform its obligations under this Agreement or the Note or (b) use the Loan.
Section 2.11. Solvency. The Borrower is not contemplating the commencement of
insolvency, bankruptcy, litigation or consolidation proceedings or the appointment of a receiver,
liquidator, custodian, trustee or similar official in respect of the Borrower or any of its property or
assets.
ARTICLE III
CLOSING CONDITIONS
Section 3.1 Closing Conditions. The obligation of the Lender to make the Loan
is subject to the conditions precedent that the Lender shall have received the following:
(a) The receipt of this Agreement, duly executed and delivered by the Borrower,
in full force and effect;
(b) The receipt of the Note, duly completed, executed and delivered by the
Borrower, in full force and effect;
(c) The receipt of the Loan Letter, duly completed, executed and delivered by the
Borrower, in full force and effect;
(d) The receipt of an Officer's Certificate of the Borrower, in the form of l;xhibit
B attached hereto, with appropriate attachments; and
ARTICLE IV
AFFIRMATIVE COVENANTS
The Borrower covenants and agrees that so long as this Agreement shall remain in
effect or the Note shall not have been repaid in full, and unless the Lender shall otherwise consent in
writing in advance:
Section 4.1 Tax Status. The Borrower shall maintain its status as a municipaility
and political subdivision under the laws of the State of Arkansas. The Borrower shall not use any
Loan proceeds to engage, directly or indirectly, in any activity described in the Code which would
cause it to be disqualified for tax exemption under Section 501(c)(3) of the Code, including, without
limitation, substantially carrying on propaganda or otherwise attempting to influence legislation;
participating in, or intervening in (including the publishing or distribution of any statements) any
political campaign on behalf of (or in opposition to) any political candidate for public office or
DocuSign Envelope ID! 35BElHE-1313413-49D1-L-897FEF7E6BA8
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attempting to influence the outcome of any specific public election, or carrying on any voter
registration drive.
Section 4.2 Payment ol' Indebtedness and Taxes. The Borrower shall pay all of its
indebtedness and obligations promptly and in accordance with the terms thereof, file or cause to be
filed all federal, state and local tax or information returns which are required to be filed by it and pay
and discharge or cause to be paid and discharged promptly any taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits, or upon any of its property or upon
any part thereof, before the same shall become in default, as well as all lawful claims for labor,
materials and supplies or otherwise which, if unpaid, might become a lien or charge upon such
property, or any part thereof; 12rovided, however, that the Borrower shall not be required to pay and
discharge or to cause to be paid and discharged any such indebtedness, obligation, tax, assessment,
charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate
proceedings and adequate reserves therefore shall be set aside.
Section 4.3 Financial Statements. The Borrower shall furnish, or cause to be
furnished, to the Lender, (a) within one hundred and fifty (150) days after the end of each fiscal year
of the Borrower, a balance sheet as of the end of such fiscal year, and the related statements of support,
revenue, expenses and changes in fund balance and statements of changes in financial position of the
Borrower, setting forth in each case in comparative form the figures for the previous fiscal year, which
shall be in reasonable detail and shall be reported on by independent public accountants selected by
the Borrower and reasonably acceptable to the Lender, to the effect that such financial statements
present fairly in all material respects the financial condition and results of operation of the Borrower
in accordance with generally accepted accounting principles consistently applied, and (b) within sixty
(60) days after the end of each fiscal quarter of the Borrower, a balance sheet as of the end of such
fiscal quarter, and statements of support, revenue, expenses and change in fund balance and
statements of changes in financial position of the Borrower, both for such quarter and for the period
from the beginning of the fiscal year to the end of such fiscal quarter, setting forth in each case in
comparative form for the corresponding period or periods of (or, in the case of the balance sheet, as
of the end of) the previous fiscal year, all certified by one of its financial officers as presenting fairly
in all material respects the financial condition and results of operation of the Borrower in accordance
with generally accepted accounting principles consistently applied.
Section 4.4 Notice to the Lender. The Borrower shall advise the Lender,
immediately upon any officer of the Borrower becoming aware thereof, of the occurrence of any of
the following events:
4.4.1 Any proceeding instituted or threatened against the Borrower in or
before any court or any governmental or administrative body or agency, which proceeding could have
a material adverse effect upon the operations, assets, or properties of the Borrower; or any
investigation, adverse regulatory action, or proposed action by any governmental body or agency
against the Borrower, which investigation or action is likely to have a material adverse effect upon
the operations, assets, or properties of the Borrower;
4.4.2 Any termination, revocation, suspension, or denial of or challenge to
the tax-exempt status or nonprofit corporate status of the Borrower by any governmental authority;
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4.4.3 Any change in circumstances that would cause the Loan no longer to
serve the purposes stated in Sections 1.3 and 1.4 hereof;
4.4.4 Any use of the Loan proceeds for a purpose other than those set forth
in Section 1.3;
4.4.5 Any material adverse change in the condition, financial or otherwise,
or operations of the Borrower, any organizational change of control over the Borrower (including
without limitation, a merger or consolidation of the Borrower with another organization), or any
change in the individual serving as the Borrower's chief executive officer or any material change in
such officer's responsibilities;
4.4.6 Any Event of Default or other event that, with notice or lapse of time
or both, would constitute an Event of Default; or
Section 4.5 Corl2orate Existence and Properties. The Borrower shall do or cause to
be done all things necessary to preserve, renew and keep in full force and effect its corporate
existence, and comply in all material respects with all laws and regulations applicable to it.
Section 4.6 Annual Narrative and financial Reports.
(a) The Borrower shall provide to the Lender annually, by December 31 of each year,
a financial and narrative report on the use of the Loan proceeds for each preceding period and a
cumulative report on the use of the Loan proceeds from the date of the Loan to the date of the most
recent annual narrative report, which reports shall include an account of expenditure of the Loan
proceeds, a list of individual projects funded with Loan proceeds, the Borrower's overall progress in
fulfilling the purpose of the Loan, a confirmation of the Borrower's compliance with the terms of this
Agreement, and such other information as the Lender may reasonably request. A final report shall be
due by December 31, 2022.
(b) The Borrower agrees that it shall maintain records of receipts of expenditures
of the Loan proceeds made in connection with the Loan for a period of four years after the date the
Loan is paid in full. The Borrower hereby consents to the Lender, at the Lender's request and during
normal business hours, entering the Borrower's property and inspecting such records. The obligation
in this clause b shall survive the expiration or termination of this Agreement.
ARTICLE V
NEGATIVE COVENANTS
The Borrower covenants and agrees that so long as this Agreement shall remain in
effect or the Note shall not have been paid in full, and unless the Lender shall otherwise consent in
writing in advance:
Section 5.1 Legislative and Political Uses of Loan Proceeds. The Borrower shall
not use any proceeds of the Loan for any of the purposes described in Section 170(c)(2)(D) of the
Code, except as permitted by U.S. Treasury Regulations. The Borrower shall not use any proceeds
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of the Loan to carry on propaganda or otherwise to attempt to influence legislation (within the
meaning of Section 4945(d)(1) of the Code), or to influence the outcome of any specific public
election, or to carry on, directly or indirectly, any voter registration drive (within the meaning of
Section 4945(d)(2) of the Code).
Section 5.2 No Material Change. The Borrower shall not make any material
change in the nature of its activities as presently conducted that would adversely affect the Borrower's
ability to perform under the Loan Documents. Furthermore, the Borrower shall not conduct its
activities in a manner that materially departs from the representations made in the documents
submitted by Borrower to the Lender in connection with Borrower's request for the Loan.
Section 5.3 Governing Document Amendments. The Borrower shall not amend its
Articles of Incorporation or By -Laws in any manner that would cause the Borrower to be in violation
of any provision of the Loan Documents or which would jeopardize the ability of the Borrower to
perform its obligations under the Loan Documents.
ARTICLE VI
DEFAULT AND REMEDIES
Section 6.1 Events of Default. The Borrower shall be deemed to be in default under
this Agreement upon the occurrence of any of the following events (each of which is herein sometimes
called an "Event of Default"):
6.1.1 The Borrower fails to make any payment that is due and payable
hereunder or under the Note, and such default continues unremedied for ten (10) days after notice to
the Borrower;
6.1.2 The Borrower uses any portion of the proceeds of the Loan for a
purpose or in a manner other than as specifically authorized by this Agreement;
6.1.3 Any material representation or warranty made in the Loan Documents,
or in any report, certificate, financial statement, or instrument furnished in connection with this
Agreement or the Loan, shall prove to have been false or misleading when made, in any material
respect;
6.1.4 The Borrower violates or fails to observe or perform any covenant
contained in Sections 4.1 or 4.4 or Article 5 hereof,
6.1.5 The Borrower violates or fails to observe or perform any other covenant
contained herein, or any agreement on the part of the Borrower to be observed or performed pursuant
to the Loan Documents, other than those referred to above in Section 6.1.4 above, and such default
shall continue unremedied for thirty (30) days after the earlier of (a) the Borrower obtaining
knowledge thereof or (b) the Lender delivers notice thereof to the Borrower;
6.1.6 The Borrower shall (a) cease operations; (b) apply for or consent to the
appointment of a custodian, receiver, trustee or liquidator for it or for all or a substantial part of its
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assets or properties; (c) generally not pay its debts as they become due or admit in writing its inability
to pay its debts as they become due; (d) default on the payment of indebtedness for borrowed money
or any other monetary obligation, in each case, in respect of an obligation having an aggregate value
in excess of $50,000; (e) make an assignment for the benefit of creditors; or (f) file a petition
commencing a voluntary case under any chapter of the Bankruptcy Code, 11 U.S.C. Section 101 et
M. or a petition seeking for itself any reorganization or arrangement with creditors or to take
advantage of any bankruptcy, insolvency, readjustment of debt, dissolution or liquidation law or
statute, or an answer admitting the material allegations of a petition filed against it in any proceeding
under any such law, or corporate action shall be taken by the Borrower for the purpose of effecting
any of the foregoing;
6.1.7 An involuntary proceeding shall be commenced or a petition shall be
filed seeking (i) reorganization, arrangement, readjustment, dissolution or liquidation of all or a
substantial part of the Borrower's assets or properties, under any federal, state or foreign bankruptcy,
insolvency, receivership or similar law, or (ii) the appointment of a custodian, receiver, trustee or
liquidator for the Borrower or for a substantial part of its assets, and, in any such case, such proceeding
or petition shall continue undismissed for ninety (90) days or an order or decree approving or ordering
any of the foregoing shall be entered;
6.1.8 A judgment or judgments for the payment of money aggregating in
excess of $50,000 shall be entered against the Borrower, and the same shall remain unsatisfied and in
effect, without stay of execution, for a period of thirty (30) consecutive days; or
6.1.9 The Borrower's key personnel ceases to be actively involved in the
management of the Borrower, as determined by the Lender in its reasonable business judgment, and
the Borrower fails to timely appoint a successor reasonably acceptable to Lender.
Section 6.2 Remedies. If an Event of Default occurs or is continuing:
(a) Lender may, by written notice to the Borrower, declare all amounts
under this Agreement and the Note forthwith to be due and payable, whether or not the indebtedness
evidenced by the Note shall be otherwise due and payable and whether or not Lender shall have
initiated any other action for the enforcement of the Note, and whereupon the Note shall become
immediately due and payable as to principal and any other amounts payable under the Note, without
presentment, demand, protest, notice or other formalities of any kind, all of which are expressly
waived by the Borrower;
(b) Lender may protect and enforce its rights by appropriate judicial
proceedings, including, in appropriate cases, an award of specific performance or other equitable
remedy in aid of the exercise of power granted in or pursuant to this Agreement; and
(c) Upon the occurrence of any Event of Default described in subsections
6.1.6 or 6.1.7 hereof, all amounts outstanding under this Agreement and the Note shall immediately
be due and payable without presentment, demand, protest, notice or other formalities of any kind, all
of which are hereby expressly waived by Borrower.
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ARTICLE VII
MISCELLANEOUS
Section 7.1 Entire Agreement; Amendment. This Agreement, the Loan Letter and
the Exhibits annexed hereto constitute the entire agreement between the parties with respect to the
subject matter hereof and supersede all prior agreements or understandings, written or oral, in respect
thereof (including, but not limited to, that certain loan agreement dated Februrary 28, 2018, signed
by the Foundation but not executed by Borrower), and shall not be amended or modified in any
fashion except by instrument in writing signed by the party charged with such amendment or
modification. The Exhibits annexed hereto are incorporated in and made a part of this Agreement.
Section 7.2 Notices. Any notice or communication given under this Agreement
shall be in writing and delivered by hand or mailed by first class mail, by courier, postage prepaid
(mailed notices shall be deemed given three (3) business days after mailing), or by facsimile or e-mail
with a hard copy sent by one of the methods identified above, to the following addresses:
If to the Borrower, to:
Lioneld Jordan, Mayor
City of Fayetteville
113 W. Mountain Street
Fayetteville, AR 72701
(479) 444-3471 / mayor@fayetteville-ar.gov
If to the Lender, to:
Lisa Montez, General Counsel
The Walton Family Foundation, Inc.
110 NW 2nd St., Suite 200
Bentonville, Arkansas 72712
(479) 464-1585 / lmontez@wffmail.com
or to such other address or addresses as hereafter shall be furnished as provided in this Section 7.2 by
either of the parties hereto to the other party hereto.
Section 7.3 Waiver: Remedies. No delay on the part of either party hereto in
exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of either party hereto of any right, power or privilege hereunder operate as a waiver
of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder.
Section 7.4 Assignment. The Lender may assign all or any portion of its rights or
obligations under the Loan Documents, and in the event of such assignment, the assignee shall be
accorded the full rights of the Lender by the Borrower with respect to such assignment. The Borrower
may not assign all or any portion of its rights or obligations under the Loan Documents without the
prior written consent of the Lender.
10
DocuSign Envelope ID: 35BE1F8E-BB4B-49D1-L=897FEF7HBA8
Loan #2018-93
Section 7.5 Heading . The headings in the Loan Documents are for convenience
of reference only and shall not affect the meaning or interpretation of the Loan Documents.
Section 7.6 Variation Of Pronoitlls. All pronouns and all variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person
or persons may require.
Section 7.7 Counterparts. This Agreement may be executed in counterparts, each
of which shall constitute an original and all of which, when taken together, shall constitute one
agreement, and either party hereto may execute this Agreement by signing one or more counterparts
thereof.
Section 7.8 Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction.
Section 7.9 Governing Law, Jurisdiction: Consent to Service of Process. This
Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas
applicable to agreements made within such State. The Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state courts
of the State of Arkansas and of the United States District Court of the Western District of Arkansas,
and any appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may
be heard and determined in such Arkansas State court or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that the Lender may
otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or
its properties in the courts of any jurisdiction. The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section 7.2. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process in any other manner
permitted by law.
Section 7.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
11
DocuSign Envelope ID: 35BE1F8E-BB4B-49D1-8-_.,=897FEF7E6BA8
Loan #2018-93
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Section 7.11 Other Parties. Nothing in the Loan Documents shall be construed as
giving any person, firm, corporation, or other entity other than the parties any right, remedy, or
claim under or in respect of the Loan Documents or any provision thereof.
[Remainder of page intentionally left blank.]
12
DocuSign Envelope ID: 35BE1F8E-BB4B-49D1-8"_j-897FEF7E6BA8
IN WITNESS WHEREOF, the parties' duly authorized representatives have signed this Agreement
below, as of the date first written above.
LENDER:
THE r3� FAMILY FOUNDATION, INC.
By.
Typed Name: We J. Peterson
Title: Executive Director
:•::DYM
CITY OF FAYETTEViLLI;, ARKANSAS
AocuSlpned by:
�,l6VtL�pt 36Y^ V, g/2018 1 12:12:46 PM CDT
By: (.�.....
Typed Name: Lioneld Jordan
Title: Mavor
DocuSign Envelope ID: 35BElHE-1313413-49D1-8Eoa-897FEF7E6BA8
SCHEDULE I
LENDER'S WIRE INSTRUCTIONS FOR PAYMENT
Organization Name: Walton Family Foundation, Inc.
Address: P.O. Box 2030
City, State, Zip: Bentonville, AR, 72712
Contact Name: Jenny Tripp
Contact email: jtripp@wffmail.com
Oruanization's Bank Account Information
ABA Routing Number:082900872
Bank Name: Arvest Bank
City, State, Zip: Bentonville, AR, 72712
Account Number: 15243700
Account Type: Checking
If you have any questions about the information provided on this form, please contact
Jenny Tripp at the Walton Family Foundation via email at ltripp:@wftinai(.com or phone
at 479-464-1543.
Exh. A-1
DocuSign Envelope ID: 35BE1F8E-BB4B-49D1-8L_.,-897FEF7E6BA8
EXHIBIT A
PROMISSORY NOTE
Date: March 08, 2018 $1,651,125.00
CITY OF FAYETTEVILLE, ARKANSAS, a municipality and political
subdivision of the State of Arkansas, with offices at 113 W Mountain, Fayetteville, AR
72701 (the "Borrower"), for value received, hereby promises to pay to the order of THE
WALTON FAMILY FOUNDATION, INC., a Delaware nonprofit, nonstock corporation,
(the "Lender"), or holder, at its offices at 110 NW 2nd Street, Suite 200, Bentonville, AR
72712, or at such other place or places in the United States of America as the holder hereof
may designate in writing from time to time, the amount of ONE MILLION SIX
HUNDRED FIFTY-ONE THOUSAND AND ONE HUNDRED TWENTY FIVE/100
DOLLARS ($1,651,125.00), or such lesser amount as shall be outstanding hereunder, as
reflected on Schedule I attached hereto and/or in the Lender's records. The Loan shall not
bear interest, except as provided herein.
The outstanding principal balance of the Loan shall be due and payable at
such times as are specified in the Loan Agreement (as defined below), unless earlier repaid
pursuant to the provisions set forth in the Loan Agreement..
If any day on which a payment is due is not a business day (which shall be
any day other than a Saturday or Sunday that the Lender is open for business and banks are
not authorized or required to be closed under the laws of the State of Arkansas), such
payment may be made on the next succeeding business day. If any payment shall not be
paid within ten (10) days after the due date, then such overdue amount shall, without
limiting the rights of the Lender, bear interest at the rate of the lesser of five percent (5%)
per annum or the maximum rate permitted under applicable law, which shall accrue from
the due date until paid.
The Lender shall, and is hereby authorized to, make (or cause to be made)
appropriate notations on Schedule I attached hereto (or, at its option, in its records), which
notations, if made, evidence, inter alia, the date and outstanding principal balance of the
Loan and the date and amount of each payment of principal. Such notations shall be
rebuttably presumptive evidence of the accuracy of the amount so recorded absent manifest
error; provided, however, that the failure of the Lender to make any such notation shall not
limit or otherwise affect any of the Loan or any payment thereon.
This Note is the Promissory Note of the Borrower referred to in that certain
Loan Agreement dated as of the date hereof (as amended, restated, supplemented or
otherwise modified from time to time) (the "Load Agreement"), between the Borrower and
the Lender, and the holder hereof is entitled to the benefits of such Loan Agreement and
may enforce the provisions thereof and exercise the remedies provided thereby or
otherwise available in respect thereof. Capitalized terms used herein and not otherwise
defined are used herein as defined in the Loan Agreement.
Exh. A-2
DocuSign Envelope ID: 35BE1F8E-BB4B-49D1-8L--,,-897FEF7E6BA8
This Note may be prepaid by the Borrower in whole or in part, without
premium or penalty, at any time or from time to time, provided that any prepayment shall
be in the minimum amount of $100,000. This Note is an unsecured, full recourse obligation
of the Borrower.
This Note shall be governed by and construed in accordance with the laws
of the State of Arkansas applicable to contracts made entirely within such state.
City of Fayetteville, Arkansas,
A municipal and political sub Iivision of the State of
Ark ,S9&Signed by: J1 � C
�,101�,t,� J6rJ&v,- *18 1 12:12:46 PM CDT
By:
Name: Lioneld Jord
Title: Mavor
Exh. A-3
DocuSign Envelope ID: 35BE1F8E-BB4B-49D1-8---,-897FEF7E6BA8
SCHEDULE I
PAYMENTS OF PRINCIPAL
Date Amount of Amount of Unpaid
Loan Principal Principal
Paid Balance
Exh. A-4
Notation
made by
DocuSign Envelope ID: 35BE1F8E-BB4B-49D1-BL—,-897FEF7E5BAB
EXHIBIT B
OFFICER'S CERTIFICATE
This Certificate is being furnished to The Walton Family Foundation, Inc.
(the "Lender") pursuant to Section 3.1 of the Loan Agreement dated as of the date hereof
(the "Agreement"), between the Lender and City of Fayetteville, Arkansas (the
"Borrower"). Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Agreement.
The undersigned, Lioneld Jordan, certifies that she/he is the duly elected, qualified
and acting Mayor of the Borrower, a municipality and political subdivision of the State of
Arkansas, and that as Mayor, he is familiar with the organizational records and seal, if any,
of the Borrower.
The undersigned further certifies in his capacity as Mayor of the Borrower:
1. The representations made by the Borrower in the Agreement are true and
correct as of the date hereof.
2. No Event of Default or event that with notice or passage of time or both
would become an Event of Default has occurred and is continuing.
3. Attached hereto as Attachment A is a true, correct an 5jete copy of
resolutions duly adopted by the governing body of the Borrower on ; such
resolutions have not been amended, rescinded or revoked, and remain, on the date hereof,
in full force and effect as of the date hereof, and the borrowing of the Loan from the Lender
contemplated by the Agreement, the Note evidencing the Loan, and the transactions
contemplated thereby come within the guidelines set forth in such resolutions.
14 IN WIC §S WHEREOF, the undersigned has executed this certificate as
of the day of , 2018.
DocuSigned 6y: �• �
UbWd� �6rhll& j
By: Lioneld Jorda
Title: Mayor
The; undersigned, sand ra E . smith certifies that she/he is the duly elected,
qualified and acting city clerk Treasurer of the Borrower, and that as city clerk Treasurer
she/he is familiar with the organizational records and seal, if any, of the Borrower.
DocuSign Envelope ID: 35BElF8E-131346-49D1-8E..o-897FEF7E6l3A8
The undersigned further certifies in her/his capacity as city clerk
ca g p y T^�suTer of the
Borrower:
The following person: (i) is the duly elected, qualified and acting officer of the
Borrower occupying the office set forth opposite his or her name, and the signature set
forth opposite his or her name is his or her true signature and (ii) is duly authorized to
execute, deliver and perform, in the name and on behalf of the Borrower, the Officer's
Certificate, the Agreement, the Note, and the transactions contemplated thereby:
Name Sondra E. smith Title city clerk Treasurer Signature
I7oc,,StUn ed by: ffII
L
WIG XA. le. S1111�L1.
IN WITNESS WHEREOF, the undersigned has executed this certificate as
of the 15th day of March , 2018.
LDQC L. S,Uood by:
f1bl.�r& ` , SWIM r
By: � Sondra E. S51t
Title: city clerk Treasurer city of Fayetteville
DocuSign Envelope ID: 35BE1FBE-BB4B-49D1-8E- 1897FEF7E6BAB
ATTACHMENTS TO OFFICER'S CERTIFICATE
Attachment A Resolutions
DocuSign Envelope ID: 35BE1F8E-BB4B-49D1-8E.,,,-897FEF7E6BA8
113 West Mountain Street
Fayetteville, AR 72701
3 (479) 575-5323
Resolution: 64-18
File Number: 2018-0105
r
CENTENNIAL OPEN SPACE ACQUISITION:
i
A RESOLUTION TO APPROVE THE ATTACHED REAL ESTATE CONTRACT IN WHICH
i CENTENNIAL BANK AGREES TO SELL AND CONVEY TO THE CITY OF FAYETTEVILLE
APPROXIMATELY 228 ACRES PURSUANT TO A SPECIAL WARRANTY DEED FOR $3,302,250.00,
TO AUTHORIZE MAYOR JORDAN TO APPLY FOR AND ACCEPT A GENEROUS 50150
MATCHING GRANT FROM THE WALTON FAMILY FOUNDATION FOR THIS ACQUISITION, TO
AUTHORIZE MAYOR JORDAN TO ENTER INTO A NO INTEREST FIVE YEAR LOAN FROM THE
WALTON FAMILY FOUNDATION IN THE AMOUNT OF $1,651,125.00 AND TO APPROVE THE
ATTACHED BUDGET ADJUSTMENT
WHEREAS, the Walton Family Foundation has generously offered the City of Fayetteville a 50150
matching grant to assist the City to obtain parcels of land containing about 228 acres known as portions
of Mountain Ranch; and
WHEREAS, Centennial Bank has agreed to sell and convey marketable title to these parcels for a total sale
price of $3,302,250.00; and
WHEREAS, these parcels will be primarily used as parkland for mountain biking and hiking trails and
accessory uses with efforts to eventually connect these parcels to Kessler Mountain Regional Park and
possibly other city property to both preserve much of the natural scenic beauty of these areas and to
create an unsurpassed mountain biking destination and experience.
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 the attached
Real Estate Contract with Centennial Bank to purchase about 228 acres for a price of $3,302,250.00
and authorizes Mayor Jordan to sign this Contract,
Page 1 Printed on 2121118
11 J1 /
DocuSign Envelope ID: 35BElF8E-BB4B-49D1-8E—-897FEF7E6BA8
Resolution: 64-18
Ma Number 701R.flrns
Section 2. That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan
to apply for and accept a generous 50/50 matching grant from the Walton Family Foundation to enable
the City to afford to acquire these 228 acres by furnishing about $1,661,215.00 of the purchase price.
Section 3 That the City Council of the City of Fayetteville, Arkansas hereby approves a no interest
loan in the amount of about $1,651,125.00 from the Walton Family Foundation to be paid back within
five (5) years with the first $275,187.50 payment due upon closing of the property and authorizes
Mayor Jordan to execute all necessary documents for this loan.
Section 4. That the City Council of the City of Fayetteville, Arkansas hereby approves an attached
budget adjustment necessary for accepting the grant and paying for the purchase of these 228 acres.
PASSED and APPROVED on 2/20/2018
Approved:
Attest:
Ywjei"'L
LioneldJordan,, a Wr
Sondra B. Smith, City ClerkTreasurer tt•
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OFFICE OF THE MAYOR
November 21, 2017
Mr. Scott Hancock
Centennial Bank
3010 W. MLK Jr. Blvd
Fayetteville, AR 72704
Re: Mountain Ranch: Tracts 4, 5, 6, 7
Dear Mr, Hancock,
The purpose of this Offer Letter is to sat forth the general terms and conditions under which the City of
Fayetteville, is interested in buying the above referenced property. The Buyer and Seller agree that terms
set forth below are not all the material terms that need to be agreed to by them. There are additional
material terms that the parties will negotiate as they complete a purchase agreement. If the terms below
are acceptable, it is our intention to negotiate the remaining material terms in the coming months.
Piireli.tse 1'riGe:.1$3,202,640 (three million two hundred and two thousand six hundred and forty dollars)
t__g�i1 iin •encies:
Closing: The closing of the transaction contemplated herin shall take place in the first quarter of
2018.
Colrncil Ap roval: This offer is subject to approval from the City Council of the City of
Fayetteville.
Funding. This offer is contingent upon the acquisition of funding to purchase said property.
If you agree with the general terms that we have set forth, please .notify us with the contact information
herein. This offer is valid until December 1, 2017 at S:OOPM.
Thank you for your consideration.
S'i Cerely,
4
n Marr
Chief of Staff
479.575.8330
City of Fayetteville 113 W. Mountain Street Fayetteville, AR 72701 www.fayetteville-ar.gov
I
CENTENNIAL
E_NNIAL
BANK
myl00bank.com
A Home BancShares Company
November 30, 2017
Mr. Don Marr
City of Fayetteville
113 W. Mountain Street
Fayetteville, AR 72701
Re: Mountain Ranch: Tracts 4, 5, 6, 7
Don,
First I would like to express my appreciation to you and your team for your efforts and open dialogue in
working to purchase the 228+- acres at Mountain Ranch.
Centennial Dank works hard to be a community partner in each of the communities we represent with
branches, staff, and operations. Through numerous discussions, we want to represent our shareholders
in the best possible way yet also work with the City of Fayetteville. We are optimistic the scheduled
auction for December 12th will produce substantial buying activity; however, we are cognizant of the long
term benefit for the region by selling it to you.
As we continue to work in good faith toward a purchase contract pursuant to your letter of intent attached,
the bank would agree to the following terms:
® Purchase price - $3,302,250
Removal of the subject property from the scheduled auction
• Closing on or before March 30, 2018.
We will also request that the City of Fayetteville take necessary measures to allow the bank to maximize
any tax benefits available due to the discounted sale, work through a tree preservation agreement on the
remaining land, consider any naming rights to the future proposed park system on the subject land, and
promote the cooperation and support of the bank throughout the process.
As we approach the auction, timing is of the essence. I would respectfully request an acceptance of these
terms by Friday, December 8, 2017 @ 3:00pm. Upon acceptance, we will engage counsel to prepare a
formal purchase agreement. You can reach me at 479-684-2265 with any questions.
Sincerely,
D. Scott Hancock
Division President, NWA
Scott Hancock, OFFICE OF THE MAYOR December 7, 2017
Division President, NWA
Centennial Bank
1400 E Joyce Blvd,
Fayetteville, AR 72703
Dear Scott Hancock:
I want to thank you for your counter offer letter, dated November 30, 2017 regarding the purchase
of Mountain Ranch tracks 4, 5, 6, and 7.
After our phone conversation of December 5", and clarification of the following:
a. Clarification of the tree preservation agreement (to only be if the auction was cancelled and
all tracks remained marketed individually);
b. Clarification that the Naming rights of the future proposed mountain biking park is a
commitment of Centennial Bike Park and will have no set time frame, and contingent upon
the future construction of such a facility, to be handled in the purchase agreement;
c. The City will assist to the extent possible the signing of tax documents necessary to
document the purchase price of the land (by the City) and allow the Bank to process tax
benefits for the discounted portion of the price against appraisals obtained and verified by
the Bank;
After reviewing all of the details with Mayor Jordan, the Mayor on behalf of The City of Fayetteville
accepts the purchase price counter offer of $3,302,250 and a closing date on or before March 30,
2018, and Centennial Bank agrees to remove the subfect property from the upcoming scheduled
auction. Finally, all details are contingent upon the approval of this transaction by the Fayetteville
City Council approving a resolution authorizing the Mayor to execute such contract.
Please let this letter serve as acceptance of the terms as outlined above, and the City's willingness
to move forward with the purchase contract agreements to be executed and the agenda item of
approval by the City Council.
Scott, we thank you for your work on this and look forward to finalizing all details by the March 30'"
2018 deadline requirement. Please don't hesitate to contact me if you have any further questions
or comments.
V IWA,-
i)nn M rr'r, Chief of Staff — Mayor Jordan
City of Fayetteville AR
Enclosure
City of Fayetteville 113 W. Mountain Street Fayetteville, AR 72701 www.fayetteville-ar.gov
DECEIVED
MAR 0 9 2018
CITY OF FAYETTEVILLE
CITY CLERK'S OFFICE
REAL ESTATE CONTRACT
[This Real Estate Contract, until executed by both City of Fayetteville and Centennial Bank and transmitted
to both, shall not be binding upon City of Fayetteville or Centennial Bank and shall not constitute a binding
offer to purchase or acceptance of an offer to purchase real estate until so executed and delivered, instead
being a discussion draft]
This REAL ESTATE CONTRACT (the "Agreement") is entered into by and between
CENTENNIAL BANK, an Arkansas state chartered bank with an address of 1400 E. Joyce
Boulevard, Fayetteville, Arkansas 72704 ("Centennial Bank"), and THE CITY OF
FAYETTEVILLE, ARKANSAS, a political subdivision of the State of Arkansas, with an
address of 113 W. Mountain Street, Fayetteville, Arkansas 72701 ("City of Fayetteville").
Subject to all the terms and conditions hereof, and in consideration for the mutual and
separate covenants, warranties, representations, Three Million Three Hundred Two Thousand
Two Hundred Fifty and No/100 United States Dollars ($3,302,250.00) and other good and
valuable consideration, the receipt and sufficiency of which is acknowledged by City of
Fayetteville and Centennial Bank, it is agreed:
1. Real Estate. Centennial Bank shall sell and City of Fayetteville shall buy all of
Centennial Bank's right, title and interest in and to the real property located in the City of
Fayetteville, Washington County, Arkansas, with a legal description as set forth on the attached
Exhibit A (the "Real Property"), together with: (a) all improvements thereon, if any; (b) all
easements, tenements, appurtenances, hereditaments, rights, obligations and privileges now or
hereafter contained in, belonging to or in any way pertaining to or beneficial thereto; and (c) any
right, title, and interest of Centennial Bank to any land lying in the bed of any street or alley in
front of or adjoining the Real Property to the center line thereof (items (a) (b) and (c) hereinafter
referred to as the "Premises").
2. Purchase Price; Opening of Escrow.
(a) The total purchase price to be paid by City of Fayetteville to Centennial
Bank for the Premises on the Closing Date shall be Three Million Three Hundred Two Thousand
Two Hundred Fifty and No/100 United States Dollars ($3,302,250.00)(the "Purchase Price").
An executed copy of this Agreement shall be delivered to City Title & Closing LLC, 1450 E.
Zion Road, Suite 7, Fayetteville, Arkansas 72703, Attn: Blake Hanby (the "Title
Company")(such delivery date referred to as the "Opening of Escrow"). The Purchase Price
shall be paid through the Title Company upon closing of this sale and the closing of escrow
(collectively, the "Closing") by certified check or Federal wire transfer.
(b) Delivery of this Agreement to the Title Company shall serve as
instructions to establish an escrow (the "Escrow") with Title Company as escrow holder. Within
a reasonable time, not to exceed ten (10) days after the Opening of Escrow, Centennial Bank
shall deliver to City of Fayetteville: (i) a preliminary version of the Commitment (defined
1
below); and (ii) all information in Centennial Bank's actual possession regarding applicable land
use classification of and restrictions concerning the Premises; and (iv) all environmental
information in Centennial Bank's actual possession, including without limitation any
environmental site assessments.
3. Contingencies. City of Fayetteville shall have through and including March 7,
2018 (the "Inspection Period") the right to conduct in connection with the Premises such
examinations, analyses, studies, surveys, appraisals, engineering reviews, tests and any other
inspections as City of Fayetteville in its sole discretion may deem necessary or desirable with
respect to the Premises and to satisfy City of Fayetteville as to such matters which City of
Fayetteville, in City of Fayetteville's sole discretion, considers relevant to the purchase decision.
City of Fayetteville shall keep the Premises free of any liens, and repair any material physical
damages to the Premises arising from City of Fayetteville's investigations and inspections within
ten (10) days of the verification of the damage.
City of Fayetteville shall also have the right, during the Inspection Period, to obtain
financing to purchase the Premises, with the terms of such financing to be satisfactory to City of
Fayetteville, in City of Fayetteville's sole and absolute discretion.
If City of Fayetteville, in City of Fayetteville's sole discretion, disapproves of the results
of any studies, test, reviews, or analyses referred to in this Section 3, or is unable to obtain
financing upon terms suitable to City of Fayetteville, City of Fayetteville shall be entitled to
terminate the Escrow and this Agreement upon written notification through and including 11:59
p.m. on the last day of the Inspection Period. Upon such notification, except as specifically set
forth in this Agreement, neither City of Fayetteville or Centennial Bank shall have further
obligation to the other pursuant to this Agreement, or otherwise. In the event City of Fayetteville
shall fail to provide Centennial Bank such notification on or before 11:59 p.m. on the last day of
the Inspection Period, then City of Fayetteville shall be deemed to have waived its right to
terminate this Agreement pursuant to this Section 3, and the parties shall proceed to Closing
In addition to the foregoing, City of Fayetteville and Centennial Bank further
acknowledge that City of Fayetteville's obligations pursuant to this Agreement are conditioned
upon City of Fayetteville receiving approval of the transaction contemplated by this Agreement
from the City Council of the City of Fayetteville, Arkansas. If City of Fayetteville is not able to
obtain such City Council approval, City of Fayetteville shall be entitled to terminate this
Agreement upon written notification to Centennial Bank through and including the Closing Date.
Upon such notification, except as specifically set forth in this Agreement, neither City of
Fayetteville or Centennial Bank shall have further obligation to the other pursuant to this
Agreement, or otherwise.
4. Closin • Possession. The Closing shall take place at the offices of the Title
Company, on a date chosen by City of Fayetteville and Centennial Bank, such date not to be later
than March 30, 2018 (the "Closing Date"). The Closing shall take place pursuant to a closing
2
insured by the insurance company referenced in the Commitment (as described in Section 5 of
this Agreement).
Centennial Bank shall deliver possession of the Premises to City of Fayetteville
immediately on the Closing Date, and Centennial Bank shall convey to City of Fayetteville
marketable and insurable title to the Premises, subject only to the Permitted Exceptions (defined
below), such conveyance and possession to be free from any lien, encumbrance, or adverse
claim, subject only to the Permitted Exceptions.
5. Title Insurance. Centennial Bank, at Centennial Bank's expense, shall obtain a
title commitment issued by Title Company, as agent of Chicago Title Insurance Company, for a
current ALTA Form B Owner's title insurance policy, in an amount equal to the Purchase Price,
showing marketable title to the Premises in Centennial Bank (the "Commitment"), and subject to
such items reasonably agreed to by City of Fayetteville and Centennial Bank ("Permitted
Exceptions").
Centennial Bank shall pay the cost of the Commitment and the owner's title insurance
policy which will be issued in connection therewith after the Closing. Centennial Bank warrants,
represents and covenants, between the date Centennial Bank executes this Agreement and the
Closing Date, Centennial Bank shall not create or suffer any unpermitted exceptions to title on
the Premises, dispose of or subject to an option to purchase or an installment land sales contract
(unrecorded or recorded) any or all of (including ownership interests less than fee simple
absolute) the Premises, or enter into any easements, access agreements, bills of assurance, plats,
restrictive covenants, leases or rental agreements concerning the Premises, without the written
consent of City of Fayetteville, to be given or withheld in the sole discretion of City of
Fayetteville.
6. Closing Documents. At Closing, Centennial Bank shall convey to City of
Fayetteville merchantable and insurable title to the Premises, in fee simple absolute by Special
Warranty Deed in recordable form satisfactory to City of Fayetteville, acting with sole
discretion, such conveyance to be free from any lien, encumbrance or adverse claim, and subject
to the Permitted Exceptions. At Closing, Centennial Bank shall deliver to City of Fayetteville all
matters required by the Commitment for the issuance of the owner's policy of title insurance and
all other documents and performances necessary to be furnished hereunder. City of Fayetteville
and Centennial Bank shall also mutually agree upon and execute, on or prior to the Closing Date,
a tree preservation agreement with respect to certain property retained by Centennial Bank which
lies adjacent to the Premises.
7. Warranties. Centennial Bank represents, warrants and covenants to City of
Fayetteville the following are true and correct as of the date hereof and shall be true and correct
as of the Closing Date:
(a) Centennial Bank has good and marketable title to the Premises; free and
clear of all liens (other than liens to be satisfied by Centennial Bank upon the Closing Date),
k
claims of adverse possession, ownership or prescriptive use and encroachments upon the
Premises except the Permitted Exceptions;
(b) No person, firm, or entity has any rights in or rights to acquire a leasehold,
freehold, adverse or prescriptive interest in the Premises or any part thereof;
(c) Centennial Bank has all requisite capacity and legal authority required by
law to enter into, legally bind and consummate the transaction contemplated by this Agreement;
(d) The execution, delivery and performance by Centennial Bank of this
Agreement does not and will not contravene or constitute a default under any provision of
applicable law or regulation or of any agreement, judgment, injunction, order, decree or other
instrument binding upon Centennial Bank or result in the creation of any lien or other
encumbrance of any asset of Centennial Bank, except as herein provided;
(e) No consent or approval is required to be obtained from, and no action
needed to be taken by, or document filed with, any judicial, governmental or self -regulatory
agency or instrumentality in connection with the execution, delivery and performance of this
Agreement or, if any such action is required, the same has been or will be duly taken by
Centennial Bank prior to the Closing and at the Closing will be in full force and effect and will
constitute valid and sufficient consent or approval therefor;
(f) There is no action, suit or proceeding pending or, to Centennial Bank's
actual knowledge threatened (nor to the knowledge of Centennial Bank is there any basis
therefor), against or affecting Centennial Bank, the Premises or any portion thereof, in any court
or before any arbitrator or before or by any governmental or self -regulatory agency or
instrumentality: (i) which in any manner raises any question affecting the validity or
enforceability of this Agreement or any other agreement or instrument to which Centennial Bank
is a party and that is to be used in connection with or is contemplated by this Agreement, or (ii)
in which there is a reasonable possibility of an adverse decision that could affect the ability of
Centennial Bank to consummate the transaction contemplated by this Agreement, or the market
value or usefulness of the Premises to City of Fayetteville after Closing;
(g) To Centennial Bank's actual knowledge, there are no violations at the
Premises of any law, regulation, directive or code, federal or state, including but not limited to
environmental, building, ecological, fire, pollution, health or zoning laws, ordinances, directives,
codes or regulations which could impose liability or obligation upon City of Fayetteville after
Closing. Centennial Bank is not aware of any past or present generation, manufacture, storage or
disposal of any Hazardous Substances or Wastes (as defined by applicable federal, state and
local environmental laws, regulations and directives, and which shall also include hydrocarbon
and byproducts thereof) on the Premises or Hazardous Substances or Wastes being present on the
Premises nor has there been use of the Premises that may, under any federal, state or local law,
directive, code or regulation, require any closure or cessation of the use of the Premises or
impose any monetary obligations upon Centennial Bank, its successors or assigns. Centennial
rd
Bank has not been notified by any governmental agency or individual of any pending or
threatened action, litigation, proceeding or investigation as a responsible party or potentially
responsible party for any liability for disposal or releases of any Hazardous Substances or
Wastes; no lien or superlien has been recorded, asserted or threatened against the Premises for
any liability in connection with any environmental contamination; the Premises has not been
listed on either the National Priorities List, as defined in the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. F 9601, et seq..
(h) From the date Centennial Bank executes this Agreement until the Closing
Date, the Premises shall remain in substantially the same condition as upon the Opening of
Escrow, reasonable wear and tear excepted; except for mandatory actions required of Centennial
Bank by this Agreement, Centennial Bank shall manage and maintain the Premises in Centennial
Bank's usual and ordinary course of business, in a manner consistent with Centennial Bank's past
practices, or the past practices for which the Premises has been used;
(i) There are no service contracts or management contracts affecting the
Premises, except those contracts provided to City of Fayetteville during the Inspection Period (if
any are provided they must be acceptable to City of Fayetteville and assigned to City of
Fayetteville at Closing);
(j) Centennial Bank has delivered or will timely deliver all items set forth in
Section 2(b);
(k) At Closing, Centennial Bank shall deliver to City of Fayetteville a sworn
and notarized Affidavit
dated as of the Closing Date, stating the foregoing representations, warranties and covenants are
true and correct as of the Closing Date.
City of Fayetteville represents, warrants and covenants to Centennial Bank the following
are true and correct as of the date hereof and shall be true and correct as of the Closing Date:
(i) City of Fayetteville has all requisite capacity and legal authority required
by law to enter into, legally bind and consummate the transaction contemplated by this
Agreement;
(ii) The execution, delivery and performance by City of Fayetteville of this
Agreement does not and will not contravene or constitute a default under any provision of
applicable law or regulation or of any agreement, judgment, injunction, order, decree or other
instrument binding upon City of Fayetteville or result in the creation of any lien or other
encumbrance of any asset of City of Fayetteville, except as herein provided;
(iii) Solely except as set forth in Section 3 herein, no consent or approval is
required to be obtained from and no action needed to be taken by or document filed with any
5
judicial, governmental or self -regulatory agency or instrumentality in connection with the
execution, delivery and performance of this Agreement or if any such action is required, the
same has been or will be duly taken prior to the Closing and at the Closing will be in full force
and effect and will constitute valid and sufficient consent or approval therefor;
(iv) There is no action, suit or proceeding pending or to City of Fayetteville's
knowledge threatened (nor to the knowledge of City of Fayetteville is there any basis therefor),
against or affecting City of Fayetteville in any court or before any arbitrator or before or by any
governmental or self -regulatory agency or instrumentality: (i) which in any manner raises any
question affecting the validity or enforceability of this Agreement or any other agreement or
instrument to which City of Fayetteville is a party and that is to be used in connection with or is
contemplated by this Agreement, or (ii) in which there is a reasonable possibility of an adverse
decision that could materially and adversely affect the ability of City of Fayetteville to
consummate the transaction contemplated by this Agreement;
(v) At the Closing, City of Fayetteville shall deliver to Centennial Bank a
sworn and notarized Affidavit dated as of the Closing Date, stating the foregoing representations,
warranties and covenants of City of Fayetteville are true and correct as of the Closing Date.
8. Damage or Destruction, Condemnation. The risk of loss or damage to the
Premises by fire or other casualty, including without limitation war, terroristic act, flood,
earthquake, tornado or act of God, until the delivery, acceptance and recordation of the Special
Warranty Deed is specifically and absolutely assumed by Centennial Bank. In the event the
Premises is substantially destroyed prior to recordation of the Special Warranty Deed, City of
Fayetteville and Centennial Bank shall each have the option to: (i) terminate this Agreement and
neither party shall have any further obligation to the other hereunder, or (ii) accept the Premises
in its condition at Closing, with City of Fayetteville to receive an assignment of all insurance
proceeds otherwise payable to Centennial Bank. If any part or all of the Premises is taken by
power of eminent domain prior to recordation of the Special Warranty Deed, City of Fayetteville
and Centennial Bank shall each have the option to: (i) terminate this Agreement and neither party
shall have any further obligation to the other hereunder, or (ii) complete the transaction
contemplated by this Agreement and City of Fayetteville shall receive from Centennial Bank an
assignment of all condemnation or eminent domain awards, payments or rights otherwise
belonging to Centennial Bank in connection therewith.
9. Closing Expenses. In addition to the obligations specified previously in this
Agreement, the expenses of this transaction shall be paid as follows:
(a) Centennial Bank shall pay for the drawing of the deed and all other
documents to be furnished by Centennial Bank and for one-half (1/2) of the cost of all of the
following: (i) recording of the deed; and (ii) all other closing and escrow fees.
(b) City of Fayetteville shall pay for the preparation of all documents to be
furnished by City of Fayetteville, and for one-half (1/2) of the cost of all of the following: (i)
recording the deed; and (ii) all other closing or escrow fees.
(c) Adjustments as to: (a) real estate taxes and special assessments for the
year in which the Closing Date falls; and (b) any utility charges not billed directly to Centennial
Bank after Closing and all other appropriate charges shall be pro -rated by the parties as of the
Closing Date. Ad valorem, general and other taxes relating to the Premises for all years prior to
the year in which the Closing Date falls shall be paid by Centennial Bank on or prior to the
Closing Date.
(d) City of Fayetteville and Centennial Bank shall each be responsible for
their own legal, accounting, or other professional fees.
Any closing or other costs not specifically accounted for within this Section 9 or in other
provisions of this Agreement shall be paid in accordance with the normal allocation of City of
Fayetteville's and Centennial Bank's closing costs as reasonably determined by Title Company,
City of Fayetteville and Centennial Bank agreeing to hold Title Company harmless for any
determinations so made.
10. Remedies Upon Default. If Centennial Bank shall default under this Agreement,
including without limitation the breach of any warranty or representation of Centennial Bank set
forth in Section 7 of this Agreement, City of Fayetteville shall be immediately entitled to
terminate this Agreement, as the sole and exclusive remedy of City of Fayetteville, all other
remedies being expressly waived. If City of Fayetteville shall default under this Agreement,
including without limitation the breach of any warranty or representation of City of Fayetteville
set forth in Section 7 of this Agreement, Centennial Bank shall be immediately entitled to
terminate this Agreement, as the sole and exclusive remedy of Centennial Bank, all other
remedies being expressly waived.
11. Binding Effect. This Agreement shall bind and inure to the benefit of City of
Fayetteville, Centennial Bank and their respective successors and assigns. City of Fayetteville
and Centennial Bank agree this Agreement is not assignable by City of Fayetteville to any
individual or entity without the prior written consent of Centennial Bank, with such consent to be
given or withheld in Centennial Bank's sole discretion.
12. Survival of Warranties, Representations, Covenants _and Obligations. All
warranties, representations, covenants and agreements made in this Agreement by City of
Fayetteville or Centennial Bank and obligations to perform by Centennial Bank shall survive the
Closing and shall not be merged into the Closing, instead surviving as though all warranties,
representations, covenants and agreements made in this Agreement by Centennial Bank were
incorporated into the Special Warranty Deed delivered by Centennial Bank to City of
Fayetteville as if set out word for word.
7
13. Notices. All notices and demands hereunder shall be in writing and personally
delivered or mailed by registered or certified United States mail, return receipt requested,
postage prepaid to:
If to Centennial Bank: CENTENNIAL BANK
2171 West Main
Cabot, Arkansas 72023
Attn: Jodi Allgood, Special Assets Manager
email: jallgood@myl00bank.com
With a copy to: QUATTLEBAUM, GROOMS & TULL PLLC
4100 Corporate Center Drive, Suite 310
Springdale, Arkansas 72762
Attn: Jeb H. Joyce
email: jjoyce@qgtlaw.com
If to City of Fayetteville: THE CITY OF FAYETTEVILLE, ARKANSAS
113 W. Mountain Street
Fayetteville, Arkansas 72701
Attn: Don Marr, Chief of Staff
email: dmarr@fayetteville-ar.gov
With a copy to: Kit Williams
Fayetteville City Attorney
113 W. Mountain Street
Fayetteville, AR 72701
email: kwilliams@fayetteville-ar.gov
All notices and demands shall be effective upon receipt if personally delivered or two (2)
business days after the date of mailing if mailed. Notice of a change in the foregoing addresses
shall be given in compliance with this Section 13.
14. Counterparts. This Agreement may be executed in multiple counterparts each of
which shall be regarded as an original hereof but all of which together shall constitute one in the
same.
15. Construction. This Agreement and all provisions contained herein have been
jointly drafted (or reviewed and negotiated) and agreed to by both City of Fayetteville and
Centennial Bank, each being sophisticated in transactions such as the one contemplated by this
N.
Agreement, City of Fayetteville and Centennial Bank each having the benefit and advice of legal
counsel, and shall be construed accordingly.
16. Captions. All captions contained in this Agreement are inserted only as a matter
of convenience and in no way define, limit or extend the scope or intent of this Agreement or any
provisions hereof.
17. Governing, Law; Jurisdiction, Venue. This Agreement shall be governed by the
laws of the State of Arkansas. City of Fayetteville and Centennial Bank agree The Parties
consent to the jurisdiction of the circuit courts of Washington County, Arkansas and the United
States District Court for the Western District of Arkansas and irrevocably agree that all actions
or proceedings relating to this Agreement may be litigated in such courts. The Parties accept the
jurisdiction of such courts and waive any defense of forum non conveniens, and irrevocably
agree to be bound by any judgment rendered thereby in connection with this Agreement. City of
Fayetteville and Centennial Bank further irrevocably and unconditionally waive trial by jury in
any action, proceeding, or counterclaim brought by either party against the other on any matter
arising out of or in any way connected with this Agreement and the transactions contemplated
therein.
18. Entire Agreement. This Agreement shall, upon its execution, constitute the entire
agreement and understanding of City of Fayetteville and Centennial Bank and shall not be
altered, modified or changed unless the same is in writing and executed by City of Fayetteville
and Centennial Bank. Specifically, all oral or written agreements between City of Fayetteville
and Centennial Bank are superseded by this Agreement.
19. Pronouns. In this Agreement, the use of any gender shall be deemed to include all
genders and the use of the singular shall include the plural, wherever it appears appropriate from
the context.
20. Severabil ty. If any part of this Agreement or any other agreement entered into
pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or
regulation, such provision shall be deemed inapplicable and deemed severed from this
Agreement to the extent so contrary, prohibited or invalid but the remainder of this Agreement
shall not be invalidated thereby and shall be given full force and effect so far as possible.
21. Time is of the Essence. The parties specifically agree time is of the essence with
regard to all provisions of this Agreement.
22. Brokers and Sales Commissions. City of Fayetteville and Centennial Bank
acknowledge and agree that neither party has dealt with any broker or finder in connection with
this Agreement.
23. Miscellaneous. City of Fayetteville and Centennial Bank acknowledge that
Centennial Bank may elect to utilize certain tax benefits in connection with the sale of the
X
Premises, and City of Fayetteville agrees to cooperate with Centennial Bank as reasonably
necessary in order for Centennial Bank to claim such tax benefits by signing the appropriate IRS
form acknowledging conveyance of any contributed property.
W11
IN WITNESS WHEREOF this Agreement has been duly executed by City of Fayetteville
and Centennial Bank on this A& day of February, 2018.
CITY OF FAYETTEVILLE:
C40F�T'Ey'�
LE
B
Mayor
ATTEST:
a _
Sondra E. Smith, City Clerk-'
CENTENNIAL BANK:
ARKANSAS,
CENTENNIAL BANK,
an Arkansas state chartered bank
*��ggfiSi�llFP��
ut
w p FAY EFT EV11,1.1 :~
i r
To
c 0 By:
Jo i Allgoo . S ecial Assets Manager
WITNESS:
1
Title:
Date: �•
EXHIBIT A
[LEGAL DESCRIPTION]
RECEIVED
MAR 15 2018
CITY of FAYETTEVILLE
C)TY C.LE49S OFFICf,
PREPARED BY AND RETURN
FILED OR RECORDED COPY TO:
Jeb H. Joyce, Esq.
QUATTLEBAUM, GROOMS & TULL PLLC
4100 Corporate Center Drive, Suite 310
Springdale, Arkansas 72762
479-444-5200
SPECIAL WARRANTY DEED
STATE OF ARKANSAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF WASHINGTON §
That CENTENNIAL BANK, an Arkansas state bank ("Grantor"), for and in
consideration of the sum of TEN DOLLARS and other good and valuable consideration paid by
THE CITY OF FAYETTEVILLE, ARKANSAS, a political subdivision of the State of
Arkansas ("Grantee"), the receipt and sufficiency of which is hereby acknowledged, does hereby
GRANT, BARGAIN, SELL and CONVEY, unto Grantee, that certain tract of land situated in
Washington County, Arkansas, and more fully described in the attached Exhibit A (the
"Property"), pursuant to the terms of the Real Estate Contract dated . the terms of
which are incorporated herein by reference; SUBJECT, HOWEVER, to real estate taxes and
installments of governmental assessments which are not delinquent and easements, rights of way
and other matters of record in the official land records of Washington County, Arkansas,
including without limitation those shown on Exhibit B (the "Permitted Encumbrances").
Grantor hereby covenants that the Property is free and clear of all liens, claims of adverse
possession, ownership or prescriptive use and encroachments upon the Property except the
Permitted Encumbrances.
TO HAVE AND TO HOLD the Property, subject to the Permitted Encumbrances,
together with all and singular the rights and appurtenances thereunto in anywise belonging unto
Grantee, its successors and assigns forever; and Grantor does hereby bind itself, its successors
and assigns to WARRANT AND FOREVER DEFEND the Property unto Grantee, its successors
and assigns, against every person whomsoever lawfully claiming through or under Grantor, but
not otherwise.
EXECUTED this day of , 2018.
GRANTOR
CENTENNIAL BANK,
an Arkansas state bank
By:
Name:
Title:
STATE OF
ss. ACKNOWLEDGMENT
COUNTY OF
On this day, before me, a Notary Public (or before any officer within this State or without
the State now qualified under existing law to take acknowledgments), duly commissioned,
qualified and acting, within and for said County and State, appeared in person the within named
_ (being the person or persons authorized by said state bank to execute
such instrument, stating his/her respective capacity in that behalf), to me personally well known
(or satisfactorily proven to be such person), who stated that he/she was the
- of CENTENNIAL BANK, an Arkansas state bank, and that
[he/she] was duly authorized in [his, her] respective capacity to execute the foregoing instrument
for and in the name and behalf of said state bank, and further stated and acknowledged that [he,
she] 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 . 2018.
[ SEAL ]
Notary Public
Printed Name:
My commission expires:
-2-
EXHIBIT A
[LEGAL DESCRIPTION OF THE PROPERTY]
-3-
EXHIBIT B
[PERMITTED ENCUMBRANCES]
ARKANSAS REAL PROPERTY TAX AFFIDAVIT OF COMPLIANCE
Grantee (Buyer) Name & Address: Grantor (Seller) Name & Address:
Date of real property transfer (as reflected on the transfer instrument):
Name of the Arkansas county where the property deed will be filed:
Amount of the full consideration for the transaction: $.._..
No tax is due: Exemption (check on exemption below)
1. _ Transfers to or from the United States, the State of Arkansas, or any of the instrumentalities, agencies, or
political subdivisions thereof.
2. _ Any instrument given in writing to secure a debt.
3. _ Any instrument solely for the purpose of correcting or replacing an instrument that has been previously
recorded with full payment of tax having been paid at the time of the previous recordation.
4. _ Instruments conveying land sold for delinquent taxes.
5. _ Instruments conveying leasehold interest in land only.
6. Instruments, including timber deeds, which convey the right to remove timber for a period not to exceed twenty-
four (24) months.
7. Instruments given by one party in a divorce action to other party to the divorce action as a division of marital
property whether by agreement or order of the court.
8. _ Instruments given in any judicial proceeding to enforce any security interest in real estate when the instrument
transfers the property to the same person who is seeking to enforce the security interest.
9. _ Instruments given to a secured party in lieu of or to avoid a judicial proceeding to enforce a security interest in
real estate.
10. _ Instruments conveying a home financed by the Federal Housing Administration, Department of Veterans
Affairs, or United States Department of Agriculture (USDA) Rural Development, if the sale price of the home is
sixty thousand dollars ($60,000) or less and the seller files with the county recorder of deeds a sworn statement
by the buyer stating that neither the buyer nor the spouse of the buyer has owned a home within three (3) years
of the date of closing and also stating the sale price of the home.
11. Instruments conveying land between corporations or between corporations, partnerships, limited liability
companies, or between a business entity and its shareholder, partner or member of a corporation incident to the
organization, reorganization, merger, consolidation, capitalization, asset distribution, or liquidation of a
corporation, partnership, limited liability company, or other business entity.
12, _ A beneficiary deed under ACA § 18-12-608.
13. Consideration of $100 or less.
14. _ Other (Explain)
I certify under penalty of false swearing that documentary stamps or a documentary symbol in the legally correct amount has
been placed on this instrument.
Agent or Grantee Signature: _ ._,. .... _ Date:
Address:
City of Fayetteville, Arkansas - Budget Adjustment Form (Legistar)
Budget Year Division Adjustment Number
/Org2 ECONOMIC DEVELOPMENT (050)
2018
Requestor: Devin Howland
BUDGET ADJUSTMENT DESCRIPTION / JUSTIFICATION:
$4,963,465 is being requested in the City's General Fund for the acquisition and principal payment related to the
purchase of land on Mountain Ranch. The Walton Family Foundation is contributing $1,661,215 towards the purchase
and loaning another $1,651,125. The amount requested in the principal payment account is to repay the loan over five
payments.
RESOLUTION/ORDINANCE
COUNCIL DATE:
LEGISTAR FILE ID#:
2/20/2018
2018-0105
xew�wSpr
2/2/2018 4:00 PM
Budget Director
TYPE:
DESCRIPTION:
GLDATE:
POSTED:
Date
TOTAL
Account Number
4,963,465 4,963,465
Increase / (Decrease)
Expense Revenue
Proie_ct.Sub#
Project Sub
AT
v.20180119
Account Name
1010.090.6600-5805.00
3,312,340
-
18023
EX
Land Acquisition - Land Acquisition
1010.090.6600-4305.00
-
1,661,215
18023
RE
"Commercial Grants
1010.090.6600-6884.06
1,651,125
18023
RE
"Proceeds -Walton Foundation Loan
1010.090.6600-5500.03
1,651,125
-
18023
EX
"Principal Pay - Walton Family Foundati,
1010.001.0001-4999.99
-
1,651,125
RE
Use Fund Balance - Current
C:\Users\losmith\AppData\Roaming\L5\Temp\02abfd7b-5f3f-45d9-885f-59bf97a85cc5 I of 1
RECEIVED
MAR 3 0 2018
CITY CLERKSOFFICLE
PREPARED BY AND RETURN
FILED OR RECORDED COPY TO:
Jeb H.Joyce, Esq.
QUATTLEBAUM, GROOMS & TULL PLLC
4100 Corporate Center Drive, Suite 310
Springdale, Arkansas 72762
479-444-5200
Type: REAL ESTATE
Kind: WARRANTY DEED
Recorded: 3/29/2018 3:49:43 PM
Fee Amt: $35.00 Page 1 of 5
Washington County, AR
Kyle Sylvester Circuit Clerk
File# 2018-00008775
SPECIAL WARRANTY DEED
STATE OF ARKANSAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF WASHINGTON
That CENTENNIAL BANK, an Arkansas state bank ("Grantor'), for and in
consideration of the sum of TEN DOLLARS and other good and valuable consideration paid by
THE CITY OF FAYETTEVIILLE, ARKANSAS, a political subdivision of the State of
Arkansas ("Grantee"), the receipt and sufficiency of which is hereby acknowledged, does hereby
GRANT, BARGAIN, SELL and CONVEY, unto Grantee, that certain tract of land situated in
Washington County, Arkansas, and more fully described in the attached Exhibit A (the
"Property"), pursuant to the terms of the Real Estate Contract dated February 20, 2018, the terms
of which are incorporated herein by reference; SUBJECT, HOWEVER, to real estate taxes and
installments of governmental assessments which are not delinquent and easements, rights of way
and other matters of record in the official land records of Washington County, Arkansas,
including without limitation those shown on Exhibit S (the "Permitted Encumbrances").
Grantor hereby covenants that the Property is free and clear of all liens, claims of adverse
possession, ownership or prescriptive use and encroachments upon the Property except the
Permitted Encumbrances,
TO HAVE AND TO HOLD the Property, subject to the Permitted Encumbrances,
together with all and singular the rights and appurtenances thereunto in anywise belonging unto
Grantee, its successors and assigns forever; and Grantor does hereby bind itself, its successors
and assigns to WARRANT AND FOREVER DEFEND the Property unto Grantee, its successors
and assigns, against every person whomsoever lawfully, claiming through or under Grantor, but
not otherwise,
File Number: 2018-00008775 Page 1 of 5
PREPARED BY AND RETURN
FILED OR RECORDED COPY TO:
Jeb H. Joyce, Esq.
QUATTLEBAUM, GROOMS & TULL PLLC
4100 Corporate Center Drive, Suite 310
Springdale, Arkansas 72762
479-444-5200
SPECIAL WARRANTY DEED
STATE OF ARKANSAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF WASHINGTON §
That CENTENNIAL BANK, an Arkansas state bank ("Grantor"), for and in
consideration of the sum of TEN DOLLARS and other good and valuable consideration paid by
THE CITY OF FAYETTEVILLE, ARKANSAS, a political subdivision of the State of
Arkansas ("Grantee"), the receipt and sufficiency of which is hereby acknowledged, does hereby
GRANT, BARGAIN, SELL and CONVEY, unto Grantee, that certain tract of land situated in
Washington County, Arkansas, and more fully described in the attached Exhibit A (the
"Property"), pursuant to the terms of the Real Estate Contract dated February 20, 2018, the terms
of which are incorporated herein by reference; SUBJECT, HOWEVER, to real estate taxes and
installments of governmental assessments which are not delinquent and easements, rights of way
and other matters of record in the official land records of Washington County, Arkansas,
including without limitation those shown on Exhibit B (the "Permitted Encumbrances").
Grantor hereby covenants that the Property is free and clear of all liens, claims of adverse
possession, ownership or prescriptive use and encroachments upon the Property except the
Permitted Encumbrances.
TO HAVE AND TO HOLD the Property, subject to the Permitted Encumbrances,
together with all and singular the rights and appurtenances thereunto in anywise belonging unto
Grantee, its successors and assigns forever; and Grantor does hereby bind itself, its successors
and assigns to WARRANT AND FOREVER DEFEND the Property unto Grantee, its successors
and assigns, against every person whomsoever lawfully. claiming through or under Grantor, but
not otherwise.
EXECUTED this Mday of March, 2018.
GRANTOR -
CENTENNIAL BANK,
an Arkansas state bank
STATE OF ARKANSAS )
) ss. ACKNOWLEDGMENT
COUNTY OF Loma,)
On this day, before me, a Notary Public (or before any officer within this State or without
the State now qualified under existing law to take acknowledgments), duly commissioned,
ualified and acting, within and for said County and State, appeared in person the within named
' (being the person or persons authorized by said state bank to execute
such instrum , stating his/her respective capacity in that behalf), to me personally well known
or satisfactorily pr ven to be such person), who stated that he/she was the
of CENTENNIAL BANK, an Arkansas state bank, and that
[ /she] was duly authors ed in [his, her] respective capacity to execute the foregoing instrument
for and in the name and behalf of said state bank, and further stated and acknowledged that [he,
she] 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 d
day of March, 2018.
[ SEAL ] •
..........vy..,o,, No ary �Public
CiIgR °eo- <.. ••• •• TF --p Printed Name•.
V F My commission expires: 10 -() / — Mao
per- •tixa/�socl�`,rJ���
..........
-2-
EXHIBIT "A"
A part of the NW 1/4, a part of the NE 1/4 of the SW 1/4, all of the SE 1/4 of the SW 1/4 and a pail of the SW 1/4 of
the SE 1/4, all in Section 18, Township 16 North, Range 30 West, and being a part of the NW 1/4 of the NE 1/4 in
Section 19, Township 16 North, Range 30 West, in Washington County, Arkansas, and being described as follows;
Beginning at the SE Corner of the SE 1/4 of the NW 1/4 of said Section 18, said point being the POINT OF
BEGINNING, thence South 02 degrees 46 minutes 52 seconds West 1,321.02 feet, thence South 86 degrees 56 minutes
47 seconds East 876.47 feet, thence South 17 degrees 15 minutes 41 seconds East 351.25 feet, thence South 00 degrees
04 minutes 42 seconds East 744.83 feet, thence South 00 degrees 37 minutes 34 seconds West 241.10 feet, thence
South 03 degrees 55 minutes 06 seconds West 88.87 feet, thence South 82 degrees 12 minutes 35 seconds West 176.00
feet, thence South 72 degrees 23 minutes 42 seconds West 128.62 feet, thence South 62 degrees 07 minutes 59 seconds
West 77.45 feet; thence North 02 degrees 43 minutes 46 seconds East 203.62 feet, thence North 87 degrees 24 minutes
50 seconds West 681.74 feet, thence North 87 degrees 11 minutes 22 seconds West 1,257.55 feet, thence North 87
degrees 17 minutes 08 seconds West 65.41 feet, thence North 02 degrees 43 minutes 42 seconds East 1,342.93 feet,
thence South 87 degrees 37 minutes 08 seconds East 37.26 feet, thence North 02 degrees 26 minutes 56 seconds East
1,322.47 feet, (hence North 87 degrees 56 minutes 51 seconds West 328.51 feet, thence North 02 degrees 03 minutes
09 seconds East 902.75 feet, thence North 36 degrees 46 minutes 06 seconds East 416.81 feet, thence North 51 degrees
14 minutes 45 seconds West 19.39 feet, [hence North 23 degrees 36 minutes 22 seconds East 313.74 feet, thence North
66 degrees 23 minutes 38 seconds West 80.09 feet, (hence along a curve to the right 64.16 feet, said curve having a
radius of 40.00 feet and a chord bearing and distance of North 20 degrees 26 minutes 45 seconds West 57.50 feet,
thence along a curve to the right 116.37 feet, said curve having a radius of 475.00 feet and a chord bearing and distance
of North 32 degrees 31 minutes 14 seconds East 116.08 feet, thence South 66 degrees 23 minutes 38 seconds East
124.55 feet, thence along a curve to the right 1,347.16 feet, said curve having a radius of 1,275.00 feet and a chord
bearing and distance of South 36 degrees 07 minutes 29 seconds East 1,285.36 feet, thence North 84 degrees 08
minutes 41 seconds East 430.06 feet, thence South 02 degrees 57 minutes 19 seconds West 772.96 feet, to the POINT
OF BEGINNING, containing 155.93 acres, more or less; subject to easements and rights of way of record.
-ALSO-
A part of the Fractional NW 1/4 of Section 19, Township 16 North, Range 30 West, Washington County, Arkansas.
being more particularly described as follows: Beginning at the Northwest corner of the Fractional NW 1/4 of said
Section 19, thence South 87 degrees 08 minutes 30 seconds East 1872.97 feet to the Northeast corner of the Fractional
NW 1/4 of said Fractional NW 1/4; thence South 87 degrees 10 minutes 08 seconds East 65.39 feet; thence South 02
degrees 23 minutes 23 seconds West 1452.13 feet to a found cotton spindle in the center line of Old Farmington Road;
thence along the centerline of Old Farmington Road, South 54 degrees 11 minutes 43 seconds West 67.19 feet to a�
found cotton spindle; thence South 52 degrees 36 minutes 01 seconds West 442.08 feet; thence along and leaving the
centerline of Old Farmington Road, South 54 degrees 18 minutes 57 seconds West 305.08 feet to a found iron pin:
thence South 81 degrees 32 minutes 45 seconds West 8.56 feet to the Southeast corner of the 1.62 acre School -Church
Tract; thence North 02 degrees 09 minutes 19 seconds West 294.74 feet to the Northeast corner of said Tract; thence
North 89 degrees 34 minutes 10 seconds West 214.65 feet to the Northwest corner of said Tract; thence South 01
degrees 56 minutes 49 seconds West 331.56 feet to the Southwest corner of said Tract; thence South 81 degrees 32
minutes 45 seconds West 28.18 feet to a found iron pin; thence North 88 degrees 56 minutes 16 seconds West 367.34
feet to a found iron pin; thence North 01 degrees 56 minutes 53 seconds East 718.48 feet to a found stone; thence
North 86 degrees 28 minutes 58 seconds West 658.72 feet to the Southwest corner of the Fractional NW 1/4 of said
Fractional NW 1/4; thence North 02 degrees 15 minutes 53 seconds East 1309.63 feet to the Point of Beginning,
containing 72.93 acres, more or less. Subject to the right-of-way of Old Farmington Road along the, Southeast side
thereof and any rights -of -way of record or fact.
EXHIBIT B
[PERMITTED ENCUMBRANCES]
• Roadway Easement as set forth in Warranty Deed executed by and between J.B. Hays
and Oma June Hays, Husband and Wife, and Richard B. Culver and Patricia H. Culver,
Husband and Wife, dated August 22, 1983 and filed for record August 25, 1983, in
Record Book 1089 at Page 497, of the Records of Washington County, Arkansas.
• Roadway Easement as set forth in Warranty Deed executed by and between Three Ten,
LLC, an Arkansas limited liability company, and Reserve, LLC, dated October 15, 2004
and filed for record October 21, 2004, as Document No. 2004-43497, of the Records of
Washington County, Arkansas.
• Matters as set forth on Plat of Survey. filed for record as Document No. 2016-32330, of
the Records of Washington County, Arkansas, including but not limited to Reservations,
Restrictions, Easements, Dedications, Rights of Way and Setback lines.
• Easement in favor of Southwestern Electric Power Company, a Delaware corporation,
dated March 9, 1979 and filed for record March 9, 1979, in Record Book 986-400, of the
Records of Washington County, Arkansas.
• Right of Way Grant in favor of Arkansas Western Gas Company, a Corporation, dated
April 27, 1982 and filed for record April 30, 1982, in Record Book 1060 at Page 613, of
the Records of Washington County, Arkansas.
• Easement in favor of Southwestern Electric Power Company, dated December 6, 1977
and filed for record December 9, 1977, in Record Book 949 at Page 572, of the Records
of Washington County, Arkansas.
• Right of Way Grant in favor of the City of Fayetteville, Arkansas, a municipal
corporation, dated December 18, 1992 and filed for record December 22, 1992, as
Document No. 92-67389, of the Records of Washington County, Arkansas.
ARKANSAS REAL PROPERTY TAX AFFIDAVIT OF COMPLIANCE
Grantee (Buyer) Name & Address:
City of Fayetteville, Arkansas
113 W. Mountain Street
Fayetteville, Arkansas 72701
Grantor (Seller) Name & Address:
Centennial Bank
2171 West Main
Cabot, Arkansas 72703
Date of real property transfer (as reflected on the transfer instrument):
Name of the Arkansas county where the property deed will be filed: Washington
Amount of the full consideration for the transaction: $3, 302,250.00
X
No tax is due: Exemption (check on exemption below)
1. X Transfers to or from the United States, the State of Arkansas, or any of the instrumentalities, agencies, or
political subdivisions thereof.
2. _ Any instrument given in writing to secure a debt.
3. _ Any instrument solely for the purpose of correcting or replacing an instrument that has been previously
recorded with full payment of tax having been paid at the time of the previous recordation.
4. _ Instruments conveying land sold for delinquent taxes.
5. _ Instruments conveying leasehold interest in land only.
6. _ Instruments, including timber deeds, which convey the right to remove timber for a period not to exceed twenty-
four (24) months.
7. _ Instruments given by one party in a divorce action to other party to the divorce action as a division of marital
property whether by agreement or order of the court.
8. _ Instruments given in any judicial proceeding to enforce any security interest in real estate when the instrument
transfers the property to the same person who is seeking to enforce the security interest.
9. _ Instruments given to a secured party in lieu of or to avoid a judicial proceeding to enforce a security interest in
real estate.
10. _ Instruments conveying a home financed by the Federal Housing Administration, Department of Veterans
Affairs, or United States Department of Agriculture (USDA) Rural Development, if the sale price of the home is
sixty thousand dollars ($60,000) or less and the seller files with the county recorder of deeds a sworn statement
by the buyer stating that neither the buyer nor the spouse of the buyer has owned a home within three (3) years
of the date of closing and also stating the sale price of the home.
11. _ Instruments conveying land between corporations or between corporations, partnerships, limited liability
companies, or between a business entity and its shareholder, partner or member of a corporation incident to the
organization, reorganization, merger, consolidation, capitalization, asset distribution, or liquidation of a
corporation, partnership, limited liability company, or other business entity.
12. _ A beneficiary deed under ACA § 18-12-608.
13. Consideration of $100 or less.
14. _ Other (Explain)
I certify under penalty of false swearing t
been placed on this instrument.
Agent or Grantee Signature:
stamps or a documentary symbol in the legally correct amount has
Address: 113 W. Mountain Street, Fayettevire,Akansas 72701
Date: % /
ARKANSAS REAL PROPERTY TAX AFFIDAVIT OF COMPLIANCE
Grantee (Buyer) Name & Address:
City of Fayetteville, Arkansas
113 W. Mountain Street
Fayetteville, Arkansas 72701
Grantor (Seller) Name & Address:
Centennial Bank
2171 West Main
Cabot, Arkansas 72703
Date of real property transfer (as reflected on the transfer instrument):
Name of the Arkansas county where the property deed will be filed: Washington
Amount of the full consideration for the transaction: $3, 302,250.00
X
No tax is due: Exemption (check on exemption below)
1. -2— Transfers to or from the United States, the State of Arkansas, or any of the instrumentalities, agencies, or
political subdivisions thereof.
2. _ Any instrument given in writing to secure a debt.
3. _ Any instrument solely for the purpose of correcting or replacing an instrument that has been previously
recorded with full payment of tax having been paid at the time of the previous recordation.
4. _ Instruments conveying land sold for delinquent taxes.
6, — Instruments conveying leasehold interest in land only.
6. _ Instruments, including timber deeds, which convey the right to remove timber for a period not to exceed twenty-
four (24) months.
7. — Instruments given by one party in a divorce action to other party to the divorce action as a division of marital
property whether by agreement or order of the court.
8. ...,_ Instruments given in any judicial proceeding to enforce any security interest in real estate when the instrument
transfers the property to the same person who is seeking to enforce the security interest.
9. — Instruments given to a secured party in lieu of or to avoid a judicial proceeding to enforce a security interest in
real estate.
10. "-,. Instruments conveying a home financed by the Federal Housing Administration, Department of Veterans
Affairs, or United States Department of Agriculture (USDA) Rural Development, if the sale price of the home is
sixty thousand dollars ($60,000) or less and the seller files with the county recorder of deeds a sworn statement
by the buyer stating that neither the buyer nor the spouse of the buyer has owned a home within three (3) years
of the date of closing and also stating the sale price of the home.
11. ^ Instruments conveying land between corporations or between corporations, partnerships, limited liability
companies, or between a business entity and its shareholder, partner or member of a corporation incident to the
organization, reorganization, merger, consolidation, capitalization, asset distribution, or liquidation of a
corporation, partnership, limited liability company, or other business entity.
12, _ A beneficiary deed under ACA § 18.12-608.
13. — Consideration of $100 or less.
14, — Other (Explain)
I certify under penalty of false swearing
been placed on this instrument. `.,... ,
Agent or Grantee Signature:
Address: 113 W. Mountain Street,
stamps or a documentary symbol in the legally correct amount has
�...� Da Washi t ty, AR
was filed on
t3/29/�:49:43 PM
72701 and recorded in REAL ESTATE
File# 2018-00008775
Kyle Sylvester - Circuit Clerk
File Number: 2018-00008775 Page 5 of 5
RECEIVED
MAR 3 0 2018
CITY OF FAYET MLLE
CITY CLERK'S OFFICE
Fidelity National Title Insurance Company
POLICY NO.: 2730604-213656293
OWNER'S POLICY OF TITLE INSURANCE
Issued by
Fidelity National Title Insurance Company
Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the
Company at the address shown in Section 18 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE
CONDITIONS, FIDELITY NATIONAL TITLE INSURANCE COMPANY, a Florida corporation (the "Company") insures, as of Date of Policy and, to the
extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the
Insured by reason of:
I . Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from
(a) A defect in the Title caused by
(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;
(ii) failure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;
(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;
(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic
means authorized by law; or
(vii) a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.
(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate
and complete land survey of the Land. The tern "encroachment" includes encroachments of existing improvements located on the Land
onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.
3. Unmarketable Title.
4. No right of access to and from the Land
5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning)
restricting, regulating, prohibiting, or relating to
(a) the occupancy, use, or enjoyment of the Land;
(b) the character, dimensions, or location of any improvement erected on the Land;
(c) the subdivision of land; or
(d) environmental protection
if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the
extent of the violation or enforcement referred to in that notice.
6. An enforcement action based on the exercise of a goverrunental police power not covered by Covered Risk 5 if a notice of the enforcement
action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.
7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.
8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.
9. Title being vested other than as stated Schedule A or being defective
(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of
the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer
constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or
(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state
insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records
(i) to be timely, or
(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.
10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or
has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of
transfer in the Public Records that vests Title as shown in Schedule A.
ALTA Owner's Policy (6-17-06) w-AR Mod
Copyright American Land Title Association. All rights reserved. � A NoD°-TITLE
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and �
ALTA members in good standing as of the date of use. All other uses are prohibited. -
Reprinted under license from the American Land Title Association. Page 1 of 9
The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent
provided in the Conditions.
IN WITNESS WHEREOF, FIDELITY NATIONAL TITLE INSURANCE COMPANY has caused this policy to be signed and sealed by its duly
authorized officers.
Countersigned
City Title & CIosing LLC
1450 E. Zion Road, Suite 7
Fayetteville, AR 72703
479-9354177
By:
Joshua Barnett Hite, Authorized Signatory
Agency License No. 382820
NPN Agent No. 18217917
Fidelity National Title Insurance Company
A178S7'
ALTA Owner's Policy (6-17-06) w-AR Mod
Copyright American Land Title Association. All rights reserved. n ntrti
The use of this Fonn (or any derivative thereof) is restricted to ALTA licensees and
ALTA members in good standing as of the date of use. All other uses are prohibited.
Reprinted under license from the American Land Title Association. Page 2 of 9
SCHEDULE A
Name and Address of Title Insurance Company:
Fidelity National Title Insurance Company, P.O. Box 45023, Jacksonville, Florida 32232-5023
File No.: 18-1933 Policy No.: 2730604-213656293
Address Reference: N/A
Amount of Insurance: $3,302,250.00
Date of Policy: March 29, 2018, at 03:50pm
1. Name of Insured: The City of Fayetteville, Arkansas, a political subdivision of the State of Arkansas
2. The estate or interest in the Land that is insured by this policy is: Fee Simple
3. Title is vested in: The City of Fayetteville, Arkansas, a political subdivision of the State of Arkansas
4. The Land referred to in this policy is described as follows:
See Attached Exhibit "A"
Countersigned
City Title & Closing LLC
1450 E. Zion Road, Suite 7
Fayetteville, AR 72703
479-935-4177
By:
Joshua Barnett Hite, Authorized Signatory
Agency License No. 382820
NPN Agent No. 18217917
ALTA Owner's Policy (6-17-06) w-AR Mod
Copyright American Land Title Association. All rights reserved. AM6-
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and • ��
ALTA members in good standing as of the date of use. All other uses are prohibited.
Reprinted under license from the American Land Title Association, Page 3 of 9
File No.: 18-1933 Policy No.: 2730604-213656293
EXHIBIT "A"
A part of the NW 1/4, a part of the NEIA of the SW 1/4, all of the SE 1/4 of the SW 1/4 and a pail of the SW 1/4 of the SE 1/4, all in
Section 18, Township 16 North, Range 30 West, and being a part of the NW 1/4 of the NE 1/4 in Section 19, Township 16 North,
Range 30 West, in Washington County, Arkansas, and being described as follows; Beginning at the SE Corner of the SE 1/4 of the
NW 1/4 of said Section 18, said point being the POINT OF BEGINNING, thence South 02 degrees 46 minutes 52 seconds West
1,321.02 feet, thence South 86 degrees 56 minutes 47 seconds East 876.47 feet, thence South 17 degrees 15 minutes 41 seconds East
351.25 feet, thence South 00 degrees 04 minutes 42 seconds East 744.83 feet, thence South 00 degrees 37 minutes 34 seconds West
241.10 feet, thence South 03 degrees 55 minutes 06 seconds West 88.87 feet, thence South 82 degrees 12 minutes 35 seconds West
176.00 feet, thence South 72 degrees 23 minutes 42 seconds West 128.62 feet, thence South 62 degrees 07 minutes 59 seconds West
77.45 feet; thence North 02 degrees 43 minutes 46 seconds East 203.62 feet, thence North 87 degrees 24 minutes 50 seconds West
681.74 feet, thence North 87 degrees 11 minutes 22 seconds West 1,257.55 feet, thence North 87 degrees 17 minutes 08 seconds West
65.41 feet, thence North 02 degrees 43 minutes 42 seconds East 1,342.93 feet, thence South 87 degrees 37 minutes 08 seconds East
37.26 feet, thence North 02 degrees 26 minutes 56 seconds East 1,322.47 feet, thence North 87 degrees 56 minutes 51 seconds West
328.51 feet, thence North 02 degrees 03 minutes 09 seconds East 902.75 feet, thence North 36 degrees 46 minutes 06 seconds East
416.81 feet, thence North 51 degrees 14 minutes 45 seconds West 19.39 feet, thence North 23 degrees 36 minutes 22 seconds East
313.74 feet, thence North 66 degrees 23 minutes 38 seconds West 80.09 feet, thence along a curve to the right 64.16 feet, said curve
having a radius of 40.00 feet and a chord bearing and distance of North 20 degrees 26 minutes 45 seconds West 57.50 feet, thence
along a curve to the right 116.37 feet, said curve having a radius of 475.00 feet and a chord bearing and distance of North 32
degrees 31 minutes 14 seconds East 116.08 feet, thence South 66 degrees 23 minutes 38 seconds East 124.55 feet, thence along a
curve to the right 1,347.16 feet, said curve having a radius of 1,275.00 feet and a chord bearing and distance of South 36 degrees 07
minutes 29 seconds East 1,285.36 feet, thence North 84 degrees 08 minutes 41 seconds East 430.06 feet, thence South 02 degrees 57
minutes 19 seconds West 772.96 feet, to the POINT OF BEGINNING, containing 155.93 acres, more or less; subject to easements
and rights of way of record.
-ALSO-
A part of the Fractional NW 1/4 of Section 19, Township 16 North, Range 30 West, Washington County, Arkansas. being more
particularly described as follows: Beginning at the Northwest corner of the Fractional NW 1/4 of said Section 19, thence South 87
degrees 08 minutes 30 seconds East 1872.97 feet to the Northeast corner of the Fractional NW 1/4 of said Fractional NW 1/4; thence
South 87 degrees 10 minutes 08 seconds East 65.39 feet; thence South 02 degrees 23 minutes 23 seconds West 1452.13 feet to a found
cotton spindle in the center line of Old Farmington Road; thence along the centerline of Old Farmington Road, South 54 degrees 11
minutes 43 seconds West 67.19 feet to a found cotton spindle; thence South 52 degrees 36 minutes 01 seconds West 442.08 feet;
thence along and leaving the centerline of Old Farmington Road, South 54 degrees 18 minutes 57 seconds West 305.08 feet to a
found iron pin: thence South 81 degrees 32 minutes 45 seconds West 8.56 feet to the Southeast corner of the 1.62 acre School -
Church Tract; thence North 02 degrees 09 minutes 19 seconds West 294.74 feet to the Northeast corner of said Tract; thence North
89 degrees 34 minutes 10 seconds West 214.65 feet to the Northwest corner of said Tract; thence South 01 degrees 56 minutes 49
seconds West 331.56 feet to the Southwest corner of said Tract; thence South 81 degrees 32 minutes 45 seconds West 28.18 feet to a
found iron pin; thence North 88 degrees 56 minutes 16 seconds West 367.34 feet to a found iron pin; thence North 01 degrees 56
minutes 53 seconds East 718.48 feet to a found stone; thence North 86 degrees 28 minutes 58 seconds West 658.72 feet to the
Southwest corner of the Fractional NW 1/4 of said Fractional NW 1/4; thence North 02 degrees 15 minutes 53 seconds East 1309.63
feet to the Point of Beginning, containing 72.93 acres, more or less. Subject to the right-of-way of Old Farmington Road along the
Southeast side thereof and any rights -of -way of record or fact.
ALTA Owner's Policy (6-17-06) w-AR Mod
Copyright American Land Title Association. All rights reserved.
AMERICAN
IA -
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and -Al ...
-
ALTA members in good standing as of the date of use. All other uses are prohibited.
Reprinted under license from the American Land Title Association. Page 4 of 9
File No.: 18-1933 Policy No.: 2730604-213656293
SCHEDULE B
This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of:
1. Taxes for the year 2018 and subsequent years, a lien not yet due and payable. Taxes for the year 2017 and prior years are
paid.
2. Any inaccuracy in the area, square footage, or acreage of the Land, or attached plat, if any. The Company does not insure
the area, square footage, or acreage of the Land.
3. Any encroachment, encumbrance, violation, variation, or adverse circumstances affecting the Title that would be disclosed
by an accurate and complete survey of the Land or that could be ascertained by an inspection of the Land.
4. Rights of tenants in possession under unrecorded leases solely as tenants and solely with respect to space occupied by each
such tenant, (together with non-exclusive rights in common with other tenants in areas used by all tenants).
5. Easements, or claims of easements, not shown by the public records.
6. Any lien, or right to a lien, for services, labor, or materials heretofore or hereafter furnished, imposed by law and not
shown by the public records.
7. Minerals of whatsoever kind, subsurface and surface substances, including but not limited to coal, lignite, oil, gas,
uranium, clay, rock, sand and gravel in, on, under and that may be produced from the Land, together with all rights,
privileges, and immunities relating thereto, whether or not appearing in the Public Records or listed in Schedule B. The
Company makes no representation as to the present ownership of any such interests. There may be leases, grants,
exceptions or reservations of interests that are not listed.
8. Roadway Easement as set forth in Warranty Deed executed by and between J.B. Hays and Oma June Hays, Husband and
Wife, and Richard B. Culver and Patricia H. Culver, Husband and Wife, dated August 22, 1983 and filed for record
August 25, 1983, in Record Book 1089 at Page 497, of the Records of Washington County, Arkansas. (TRACT 1)
9. Roadway Easement as set forth in Warranty Deed executed by and between Three Ten, LLC, an Arkansas limited liability
company, and Reserve, LLC, dated October 15, 2004 and filed for record October 21, 2004, as Document No. 2004-43497,
of the Records of Washington County, Arkansas. (TRACT 1)
10. Matters as set forth on Plat of Survey filed for record as Document No. 2016-32330, of the Records of Washington County,
Arkansas, including but not limited to Reservations, Restrictions, Easements, Dedications, Rights of Way and Setback
lines. (TRACT 1)
11. Easement in favor of Southwestern Electric Power Company, a Delaware corporation, dated March 9, 1979 and filed for
record March 9, 1979, in Record Book 986-400, of the Records of Washington County, Arkansas. (TRACT 2)
12. Right of Way Grant in favor of Arkansas Western Gas Company, a Corporation, dated April 27, 1982 and filed for record
April 30, 1982, in Record Book 1060 at Page 613, of the Records of Washington County, Arkansas. (TRACT 2)
13. Easement in favor of Southwestern Electric Power Company, dated December 6, 1977 and filed for record December 9,
1977, in Record Book 949 at Page 572, of the Records of Washington County, Arkansas. (TRACT 1)
14. Right of Way Grant in favor of the City of Fayetteville, Arkansas, a municipal corporation, dated December 18, 1992 and
filed for record December 22, 1992, as Document No. 92-67389, of the Records of Washington County, Arkansas. (TRACT
1)
ALTA Owner's Policy (6-17-06) w-AR Mod
Copyright American Land Title Association. All rights reserved. �ME
' ffoC nylon
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and -
ALTA members in good standing as of the date of use. All other uses are prohibited.
Reprinted under license from the American Land Title Association. Page 5 of 9
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or
expenses that arise by reason of:
1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting,
or relating to
0) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions or location of any improvement erected on the Land;
(iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion I (a) does not modify or limit the coverage
provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion I (b) does not modify or limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims, or other matters:
(a) created, suffered, assumed, or agreed to by the Insured Claimant;
(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in
writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
(c) resulting in no loss or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and
10); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.
4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title
as shown in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.
5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the
date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.
CONDITIONS
1. DEFINITION OF TERMS
The following terns when used in this policy mean:
(a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by
Section 8(b), or decreased by Sections 10 and 11 of these Conditions.
(b) "Date of Policy": The date designated as `Date of Policy" in Schedule A.
(c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity.
(d) "Insured": The Insured named in Schedule A.
(i) The tern "Insured" also includes
(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees,
survivors, personal representatives, or next of kin;
(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;
(C) successors to an Insured by its conversion to another kind of Entity;
(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title
(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly -owned by the named Insured,
(2) if the grantee wholly owns the named Insured,
(3) if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the
named Insured are both wholly -owned by the same person or Entity, or
(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in
Schedule A for estate planning purposes.
(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have
had against any predecessor Insured.
(e) "Insured Claimant": An Insured claiming loss or damage.
(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the
Public Records or any other records that impart constructive notice of matters affecting the Title.
(g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The tern "Land" does not include
any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads,
avenues, alleys, lanes, ways, or water -ways, but this does not modify or limit the extent that a right of access to and from the Land is insured
by this policy.
(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by
law.
0) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters
relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also
include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is
located.
(j) "Title": The estate or interest described in Schedule A.
(k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or
ALTA Owner's Policy (6-17-06) w-AR Mod
Copyright American Land Title Association. All rights reserved.
t"ND "TiON
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and
ALTA members in good standing as of the date of use. All other uses are prohibited. `
Reprinted under license from the American Land Title Association. Page 6 of 9
lender on the Title to be released fi•om the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of
marketable title.
2. CONTINUATION OF INSURANCE
The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or
interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the
Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any
purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the
Insured.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case
Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or
damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the
Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the
policy shall be reduced to the extent of the prejudice.
4. PROOF OF LOSS
In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment
that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured
against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the
loss or damage.
5. DEFENSE AND PROSECUTION OF ACTIONS
(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and
without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this
policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy.
The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to
represent the Insured as to those stated causes of action, It shall not be liable for and will not pay the fees of any other counsel. The
Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not
insured against by this policy.
(b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and
prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured,
or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action un-der the terns of this policy, whether
or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this
policy. If the Company exercises its rights under this subsection, it must do so diligently.
(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation
to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse
judgment or order.
6. DUTY OF INSURED CLAIMANT TO COOPERATE
(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any
appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right
to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense,
shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding,
or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the
Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the
Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue
any litigation, with regard to the matter or matters requiring such cooperation.
(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the
Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the
authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda,
correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the
loss or`damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in
writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a
third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the
Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the
administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested
information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless
prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.
7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY
In case of a claim under this policy, the Company shall have the following additional options:
(a) To Pay or Tender Payment of the Amount of Insurance.
To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by
the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is
obligated to pay.
Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to
make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any
litigation.
(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.
0) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In
addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by
the Company up to the time of payment and that the Company is obligated to pay; or
(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs,
ALTA Owner's Policy (6-17-06) w-AR Mod
Copyright American Land Title Association. All rights reserved.
AMERICAN
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and
ALTA members in good standing as of the date of use. All other uses are prohibited.
Reprinted under license from the American Land Title Association. Page 7 of 9
attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and
that the Company is obligated to pay.
Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the
Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any
liability or obligation to defend, prosecute, or continue any litigation.
8. DETERMINATION AND EXTENT OF LIABILITY
This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or
damage by reason of matters insured against by this policy.
(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of
0) the Amount of Insurance; or
(ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.
(b) if the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,
0) the Amount of Insurance shall be increased by 10%, and
(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the
Insured Claimant or as of the date it is settled and paid.
(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in
accordance with Sections 5 and 7 of these Conditions.
4. LIMITATION OF LIABILITY
(a) If the Company establishes the Title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the
Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the
completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or
damage caused to the Insured.
(b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for
loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the
Title, as insured.
(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or -
suit without the prior written consent of the Company.
10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY
All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount
of the payment.
11. LIABILITY NONCUMULATIVE
The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in
Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a
charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.
12. PAYMENT OF LOSS
When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within
30 days.
13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT
(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured
Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property,
to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured
Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit
the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any
transaction or litigation involving these rights and remedies.
If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to
recover until after the Insured Claimant shall have recovered its loss.
(b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds,
notwithstanding any terms or conditions contained in those instruments that address subrogation rights.
14. INTENTIONALLY DELETED
15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT
(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and
the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.
(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.
(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by
Schedule A of this policy.
(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as
the endorsement expressly states, it does not (i) modify any of the terns and provisions of the policy, (ii) modify any prior endorsement, (iii)
extend the Date of Policy, or (iv) increase the Amount of insurance.
16. SEVERABILITY
In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the.policy shall be deemed not to
include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.
17. CHOICE OF LAW; FORUM
(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium
charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or
enforcement of policies of title insurance of the jurisdiction where the Land is located.
Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims
against the Title that are adverse to the Insured and to interpret and enforce the terns of this policy. In neither case shall the court or
arbitrator apply its conflicts of law principles to determine the applicable law.
(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal
ALTA Owner's Policy (6-17-06) w-AR Mod
Copyright American Land Title Association. All rights reserved. L`
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and
ALTA members in good standing as of the date of use. All other uses are prohibited.
.Reprinted under license from the American Land Title Association. Page 8 of 9
court within the United States of America or its territories having appropriate jurisdiction.
18. NOTICES, WHERE SENT
Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the
Company at Fidelity National Title Insurance Company, Attn: Claims Department, P. O. Box 45023, Jacksonville, Florida 32232-5023.
Arkansas Insurance Department
Consumer Services Division
1200 West Third Street
Little Rock, AR 72201-1904
(800)852-5494
(501) 371-2640
ALTA Owner's Policy (6-17-06) w-AR Mod
Copyright American Land Title Association. All rights reserved.
-MCA
`N
t/. NDD
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and
ALTA members in good standing as of the date of use. All other uses are prohibited.
Reprinted under license fiom the American Land Title Association. Page 9 of 9
A. Settlement Statement
U.S. Department of Housing RECEIVED No. 2502-0265
and Urban Development
MAR3 n 2noa
B. Tvue of Loan
1. ❑ FHA 2. ❑ FmHA 3. ❑ Conv Unins
6. File Number
7. Loan Number
IN WMgVjq-fiV&lsEe Number
4. ❑ VA 5. ❑ Conv Ins. 6. ❑ Seller Finance
18-1933
ITY CLERK'S OFFICE
7. ❑ Cash Sale.
C. Note: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked
D. Name & Address of Borrower
City of Fayetteville, Arkansas, a municipal
corporation
113 W. Mountain St
AR 72701
G. Property Location
E. Name & Address of Seller
Centennial Bank
2171 West Main
Cabot, AR 72023
Section 18, Township 16 North, Range 30 West, containing 84.02 acres,
Fayetteville, Washington County, AR
Fayetteville, AR 72704
See Addendum
Name & Address of Lender
H. Settlement Agent Name
City Title & Closing LLC
1450 E. Zion Road, Suite 7
Fayetteville, AR 72703 Tax ID: 45-1556467
Place of Settlement I. Settlement Date
City Title & Closing LLC 3/29/2018
1450 E. Zion Rd, Suite 7 Fund:
Fayetteville, AR 72703
J. Summary of Borrower's Transaction K. Summary of Seller's Transaction
100. Gross Amount Due from Borrower 400. Gross Amount Due to Seller
101. Contract Sales Price
$3,302,250.00
401. Contract Sales Price
$3,302,250.00
102. Personal Property
402. Personal Property
103. Settlement Charges to borrower
$319.50
403.
104.
404.
105.
405.
Adjustments for items paid by seller in advance
Adjustments for items paid by seller in advance
106. Special Improvement
taxes
406. Special Improvement taxes
107. County property taxes
407. County property taxes
108. Assessment Taxes
408. Assessment Taxes
109. School property taxes
409. School property taxes
110. HOA/POA Dues
410. HOA/POA Dues
111. Rental prorations
411. Rental prorations
112.
412.
113.
413.
114.
414.
115.
415.
116.
416.
120. Gross Amount Due From Borrower
$3 302 569.50
420. Gross Amount Due to Seller
$3,302,250.00
200. Amounts Paid By Or in Behalf Of Borrower
500. Reductions in Amount Due to Seller
201. Deposit or earnest money
501. Excess Deposit
202. Principal amount of new loan(s)
502. Settlement Charges to Seller (line 1400)
$338,545.51
203. Existing loan(s) taken subject to
503. Existing Loan(s) Taken Subject to
204. Loan Amount 2nd Lien
504. Payoff of first mortgage loan
205.
505. Payoff of second mortgage loan
206.
506.
207.
507.
208.
508.
209.
509.
Adjustments for items unpaid by seller
Adjustments for items unpaid by seller
210. Special Improvement
taxes
510. Special Improvement taxes
211. County property taxes 01/01/18 to 03/29/18
$693.60
511. County property taxes 01/01/18 to 03/29/18
$693.60
212. Assessment Taxes
512. Assessment Taxes
213. School property taxes
513. School property taxes
214. HOA/POA Dues
514. HOA/POA Dues
215. Rental prorations
515. Rental prorations
216.
516.
217.
517.
218.
518.
219.
519.
220. Total Paid By/For Borrower
$693.60
520. Total Reduction Amount Due Seller
$339 239.11
300. Cash At Settlement From/To Borrower
600. Cash At Settlement To/From Seller
301. Gross Amount due from borrower (line 120)
$3,302,569.50
601. Gross Amount due to seller (line 420)
$3,302,250.00
302. Less amounts paid by/for borrower (line 220)
$693.60
602. Less reductions in amt. due seller (line 520)
$339,239.11
303. Cash From Borrower
$3,301,875.90
603. Cash To Seller
$2,963,010.89
Section 5 of the Real Estate Settlement Procedures Act (RESPA) requires the Section 4(a) of RESPA mandates that HUD develop and prescribe this standard
following: • HUD must develop a Special Information Booklet to help persons form to be used at the time of loan settlement to provide full disclosure of all charges
borrowing money to finance the purchase of residential real estate to better imposed upon the borrower and seller. These are third party disclosures that are
understand the nature and costs of real estate settlement services; designed to provide the borrower with pertinent information during the settlement
• Each lender must provide the booklet to all applicants from whom it receives or for process in order to be a better shopper.
whom it prepares a written application to borrow money to finance the purchase of The Public Reporting Burden for this collection of information is estimated to
residential real estate; Lenders must prepare and distribute with the Booklet a average one hour per response, including the time for reviewing instructions
Good Faith Estimate of the settlement costs that the borrower is likely to incur in searching existing data sources, gathering and maintaining the data needed, and
connection with the settlement. These disclosures are mandatory. completing and reviewing the collection of information.
This agency may not collect this information, and you are not required to complete
this form, unless it displays a currently valid OMB control number.
The information requested does not lend itself to confidentiality.
Previous Editions are Obsolete Page 1 form HUD-1 (3/86)
Handbook 4305.2
File No. 18-1933
i. Catt!ernantChnraes
700. Total Sales/Broker's Commission based on price $3,302,250.00 @10 % _ $330,225.00
Paid From
Borrower's
Funds at
Settlement
Paid From
Seller's
Funds at
Settlement
Division of Commission (line 700) as follows:
701. $330,225.00 to Wilson Real Estate Auctioneers, Inc.
702 to
703. Commission Paid at Settlement
$0.00
$330,225.00
800. Items Payable in Connection with Loan
801. Loan Origination Fee % to
802. Loan Discount % to
803. Appraisal Fee to
804. Credit Report to
805. Lender's Inspection Fee to
806. Mortgage Insurance Application to
807. Assumption Fee to
900. Items Required by Lender To Be Paid in Advance
901. Interest from 3/29/2018 to 4/1/2018 @ $0/day
902. Mortgage Insurance Premium for months to
903. Hazard Insurance Premium for years to
1000. Reserves Deposited With Lender
1001. Hazard insurance months @ per month
1002. Mortgage insurance months @ per month
1003. Special Improvement Taxes months @ per month
1004. County property taxes months @ $242.50 per month
1005. Assessment Taxes months @ per month
1006. School property taxes months @ per month
1007. HOA/POA Dues months @ per month
1008. Rental Prorations months @ per month
1011. Aggregate Adjustment
1100. Title Charges
1101. Settlement or closing fee to City Title & Closing LLC - Closing Fees
$300.00
$300.00
1102. Abstract or title search to City Title & Closing LLC - Title Services
$400.00
1103. Title examination to
1104. Title insurance binder to
1105. Document preparation to
1106. Notary fees to
1107. Re -Issue Credit to City Title & Closing LLC - Title
Premiums
($2,706.00)
(includes above items numbers: )
$7,430.06
1108. Title insurance to City Title & Closing LLC - Title
(includes above items numbers: )
1109. Lender's coverage $0.00/$0.00 .
1110. Owner's coverage $3,302,250.00/$0.00
1200. Government Recording and Transfer Charges
1201. Recording Fees Deed $39.00 ; Mortgage ; Rel to Circuit Clerk Transfer
$19.50
$19.50
1202. City/County Transfer Deed ; Mortgage to
Fees
1203. State Transfer Fees Deed ; Mortgage to Department of Finance &
Administration
1204. Tax certificates to
1205. E- File Docs to EPN
1300. Additional Settlement Charges
1301. Survey to
1302. Pest Inspection/Termite to
1303. 2017 RE Taxes (765-14611-000) to Washington County Tax Collector
$141.39
1304. 2017 RE Taxes (765-14636-000) to Washington County Tax Collector
$6.92
1305. 2017 RE Taxes (765-14637-000) to Washington County Tax Collector
$16.71
1306. 2017 RE Taxes (765-14637-001) to Washington County Tax Collector
$26.18
1307. 2017 RE Taxes (765-14648-000) to Washington County Tax Collector
$2,086.79
1308. 2017 RE Taxes (765-14701-000) to Washington County Tax Collector
$1.72
1309. 2017 RE Taxes (765-14750-000) to Washington County Tax Collector
$533.51
1310. 2017 RE Taxes (765-14765-000) to Washington County Tax Collector
$63.73
1400. Total Settlement Charges (enter on lines 103, Section J and 502, Section K)
$319.50
$338,545.51
I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and
disbursements made on my account or by me in this transaction. I further certify that I have received a completed copy of pages 1, 2 and 3 of this HUD- I Settlement
Statement.
City of Faye ville, Ark sas, a mun' ipal corporation
Centennial Bank
Li eld Jor ayor By: (�� 6JR91if-L
Jodi Ilg od, Special Ass s onager
Alleste
Sondra Smith, City Clerk
SETTLEMENT AGENT CERTIFICATION
The HUD-1 Settlement Statement which I have prepared is a true and accurate
account of this transaction. I have caused the funds to be disbursed in
accordance with jWs statement.
Settlem Agent Date
Warning3f4t is a crime to knowingly make false statements to the United
States on this or any other similar form. Penalties upon conviction can
include a fine and imprisonment. For details see: Title 18 U.S. Code Section
1001 and Section 1010.
Previous Editions are Obsolete Page 3 form HUD-1 (3/86)
Handbook 4305.2
File No. 18-1933
Section G — Additional Tracts of Land
Section 18, Township 16 North, Range 30 West, containing 4 acres, Fayetteville, Washington County, AR
Fayetteville, AR 72704
Section 18, Township 16 North, Range 30 West, containing 10 acres, Fayetteville, Washington County, AR
Fayetteville, AR 72704
Section 18, Township 16 North, Range 30 West, containing 16.67 acres, Fayetteville, Washington County, AR
Fayetteville, AR 72704
Section 18, Township 16 North, Range 30 West, containing 39.49 acres, Fayetteville, Washington County, AR
2810 W. Old Farmington Rd.
Fayetteville, AR 72704
Section 19, Township 16 North, Range 30 West, containing 1.33 acres, Fayetteville, Washington County, AR
Fayetteville, AR 72704
Section 19, Township 16 North, Range 30 West, containing 33.03 acres, Fayetteville, Washington County, AR
3334 W. Old Farmington Rd.
Fayetteville, AR 72704
Section 19, Township 16 North, Range 30 West, containing 40 acres, Fayetteville, Washington County, AR
Fayetteville, AR 72704
RECEIVED
MAR 3 0 2018
CITY OF FAY ETTEV
ERK'S OFFICE
ILLE
DISCLOSURE OF CLOSING AND SETTLEMENT RISK CITY CL
WAIVER (Pursuant to Public Act 684)
File No. 18-1933
Date: March 29, 2018
Issued By: City Title & Closing LLC, agent for Fidelity National Title Insurance Company
To Buyers)/Borrower(s): City of Fayetteville, Arkansas, a municipal corporation
Purchasing Property Identified As:
Address:
Fayetteville, AR 72704
Legal Description: Section 18, Township 16 North, Range 30 West, containing 84.02 acres, Fayetteville, Washington County,
AR
Pursuant to the requirements of Public Act 684 and Rule 87, notice is hereby given that closing protection letter coverage is available to you
for your protection by the Company as part of the above proposed transaction.
_x NO CLOSING PROTECTION LETTER IS REQUESTED. The Company is not providing any protection to you for closing or
settlement funds received by it, or its policy issuing agency or agent.
_ YES, CLOSING PROTECTION LETTER IS REQUESTED. The Company will provide you with protection for closing or settlement
funds received by it, or its policy issuing agency or agent at a cost of $25.00 per letter, as set forth by statute,
Waiver
This is to certify that the foregoing election of a closing protection letter has been offered to me, and that I understand that the title insurer may
or may not provide any protection to me for closing and settlement funds received by it, or its policy issuing agency or agent upon the selection
made by me.
City of Fayetteville, Arkansas, a municipal corporation
By:
Aioneld Jo n, yor
Attested to by:
14."A, e 4`
Sondra Smith, City Clerk
IIC
ci t*itle
1450 E. Zion Road — Suite 7
Fayetteville, AR 72703
CLOSING CERTIFICATION
File No.: 18-1933
Address: ,
Fayetteville, Arkansas 72704
We, the undersigned, hereby state we are the party(ies) with respect to the property referenced above and theretofore
make the following certifications, where applicable:
PROPERTY TAX PRORATIONS
City Title & Closing LLC, (hereinafter called "Closing Agent"), has prorated the current year property taxes, if a
purchase, from January 1 st of the current year through the date of closing and given buyers credit for same. If the
Seller is receiving a homestead or any other form of credit with respect to the property taxes, the Closing Agent will
prorate the current year's taxes, as specified by the Tax Assessor/Collector for the particular County.
It is the responsibility of the undersigned Borrower(s)/Purchaser(s) to contact the County Taxing Authority for the
purpose of applying for and receiving any credits for which they may be entitled.
Closing Agent hereby discloses that the values supplied by the County Assessor's office at closing may be changed
at any time from the closing date forward, and Closing Agent shall not be held responsible or liable to the
undersigned for any discrepancies and/or adjustments which may occur subsequent to the date of closing.
TITLE INSURANCE AFFIDAVIT
The undersigned, where applicable, hereby affirm they have received a copy of the Title Insurance Commitment and
are aware of the matters contained therein.
SURVEY -WAIVER
The undersigned affirm and acknowledge they will not receive, unless previously agreed and/or required, a survey of
the property, and further will have no coverages or protection on their title policy with respect to matters that would
be disclosed on an accurate survey of the property. It is the responsibility of the undersigned to request such
coverages, including but not limited to survey matters, directly from the Title Insurance Company prior to the closing
and be responsible for any additional charges. In the event that survey coverage is requested and/or required, it is
further the responsibility of the undersigned to provide the Title Insurance Company a survey conforming to the
criteria and requirements as determined by the Title Insurance Company's underwriting guidelines.
ERRORS AND OMISSIONS
The undersigned affirm and acknowledge they will cooperate and agree to re -execute any documents, initial any
changes, or pay any additional amounts and/or fees which may result from clerical errors or other matters, including
but not limited to misspellings, incorrect names, addresses, legal descriptions, costs, terns, conditions, computations,
taxes collected/due, and expenses which were all done in good faith by Closing Agent and further agree to respond to
any such request made by Closing Agent, or other parties involved, in a manner which is timely and consistent with
such request.
Pagel of 2
Dated this 29th day of March, 2018.
City of Fayetteville, Arkansas, a municipal Centennial Bank
cornnratinn
Attested to by:
jl-,Ot� (�, ..e,&
Sondra Smith, City Clerk
WITNESS:
As& for Closing Agent
By:
Jodi Allgood, Special Assets Manager
Page 2 of 2
AFFIDAVIT
Comes now Mayor Lioneld Jordan on behalf of the City of Fayetteville, Arkansas and
hereby represents, warrants and covenants to Centennial Bank that the following are true and
correct as of the Closing Date, March 29, 2018:
(i) City of Fayetteville has all requisite capacity and legal authority required by law to
enter into, legally bind and consummate the transaction contemplated by this Agreement;
(ii) The execution, delivery and performance by City of Fayetteville of this Agreement
does not and will not contravene or constitute a default under any provision of applicable law or
regulation or of any agreement, judgment, injunction, order, decree or other instrument binding
upon City of Fayetteville or result in the creation of any lien or other encumbrance of any asset of
City of Fayetteville, except as herein provided;
(iii) Solely except as set forth in Section 3 of the Real Estate Contract, no further consent
or approval is required to be obtained from and no action needed to be taken by or document filed
with any judicial, governmental or self -regulatory agency or instrumentality in connection with
the execution, delivery and performance of this Agreement; and
(iv) There is no action, suit or proceeding pending or to City of Fayetteville's knowledge
threatened (nor to the knowledge of City of Fayetteville is there any basis therefor), against or
affecting City of Fayetteville in any court or before any arbitrator or before or by any governmental
or self -regulatory agency or instrumentality: (i) which in any manner raises any question affecting
the validity or enforceability of this Agreement or any other agreement or instrument to which City
of Fayetteville is a party and that is to be used in connection with or is contemplated by this Agree-
ment, or (ii) in which there is a reasonable possibility of an adverse decision that could materially
and adversely affect the ability of City of Fayetteville to consummate the transaction contemplated
by this Agreement
FURTHER YOUR AFFIANT SAYETH NOT.
CITY OF FAYETTEVILLE, ARKANSAS:
Mayor
ATTEST:
By: '5 Lit,
SONDRA SMITH
City Clerk -Treasurer
STATE OF ARKANSAS §
§ss.
COUNTY OF WASHINGTON §
On this day, before me personally appeared Lioneld Jordan and Sondra Smith, to me
personally well known, who acknowledged that they were Mayor and City Clerk -Treasurer of the
City of Fayetteville, Arkansas, an Arkansas municipal corporation, and that they as such officers,
being authorized so to do, had approved the foregoing instrument for the purposes therein
contained, by signing the name of the corporation by themselves as such officers.
WITNESS my hand and official seal this �2- q day of March, 2018.
Gar r i Cho
Exp' 08
Notary jN
3 n 4 0
�c0a� A�blic �
County P
Notary Public
My commission expires: 0_1� - 2 1'