HomeMy WebLinkAboutOrdinance 4787 REAL ESTATE SALES CONTRACT
1 . The City of Fayetteville, Arkansas offers to sell and BioBased Realty, LLC offers to buy,
subject to obtaining acceptable financing and other terms and conditions set forth in this
contract, approximately 19.5 acres including all of Parcel 765-03017-000 and Parcel 756- 15399-
010 except for a one acre parcel where the Children's House is currently located and a right of
way easement where the Children's House driveway is not located. This property is more
particularly described in Exhibit "A" attached hereto and made a part hereof.
SEE ATTACHED EXHIBIT "A" FOR PROPERTY DESCRIPTION
2. Purchase Price: Subject to the following conditions, BioBased Realty, LLC shall pay for the
property at closing, the total cash payment of Nine Hundred Forty Thousand Dollars
($9409000.00).
3 . Conveyance will be made BioBased Realty by general Warranty Deed, except it shall be subject
to recorded instruments and easements, if any, which do not materially affect the value of the
property. Such conveyance shall include mineral rights owned by the City of Fayetteville.
4. The City of Fayetteville shall furnish a policy of title insurance in the amount of the purchase
price from a title insurance company as selected by the City of Fayetteville. The City of
Fayetteville shall pay the cost of the title insurance.
5 . The City of Fayetteville agrees to allow BioBased Realty, if BioBased Realty so desires, at
BioBased Realty' s expense, to survey the property. The City of Fayetteville agrees to cure any
title problems which may result from any differences between the recorded legal descriptions of
the property and the survey description. Said title problems, if any, must be solved prior to
closing to the satisfaction of the City of Fayetteville. The City of Fayetteville shall provide at its
expense a survey of the one acre tract for Children House and right of way easement as depicted
on Exhibit `B".
6. Taxes and special assessments due on or before closing shall be paid by the City of Fayetteville.
Insurance, general taxes, ad valorem taxes, special assessments and rental payments shall be
prorated as of closing.
7. The closing date shall be within one hundred twenty ( 120) after approval of this offer by the
City Council, which can be extended by agreement of the Mayor for an additional sixty (60)
days. If such date of closing falls on a weekend or holiday, it will be held the following working
day.
8. Possession of the property shall be delivered to BioBased Realty on the date of closing.
9. The City of Fayetteville hereby grants permission for BioBased Realty or their designates to
enter the above described property and improvements for the purpose of inspection and/or
surveying.
10. Risk of loss or damage to the property by fire or other casualty occurring up to the time of
closing is assumed by the City of Fayetteville.
11 . The City of Fayetteville shall disclose to BioBased Realty any and all environmental hazards of
which the City of Fayetteville has actual knowledge. Upon acceptance of all conditions and
terms of this Offer and Acceptance, the City of Fayetteville shall bare the costs of any and all
testing for the existence of environmental hazards, including Phase I environmental study and a
Phase II study if necessary. Should the existence of environmental hazards be discovered, the
City of Fayetteville shall either cure such at its expense or BioBased Realty may terminate this
contract.
12. The City of Fayetteville will remove at its expense the existing buildings (not including
Children's House) and debris in coordination with BioBased Realty prior to or immediately after
closing.
13 . Prior to closing, BioBased Realty in conjunction with BioBased Technologies/BioBased
Systems will provide the City of Fayetteville with a Master Plan layout of the property
acceptable to the City Council. BioBased Realty or BioBased Technologies/BioBased Systems
shall take all reasonable action to ensure that any minor possible odor or pollution emissions do
not affect surrounding areas. BioBased agrees to build in scrubbers to protect air quality where
reasonably appropriate. Each building's general design (including construction materials) shall
be presented to the City Council for its approval prior to the building's construction. Normal
city developmental requirements such as Large Scale Development standards, etc. shall still be
required.
14. If any portion of the land conveyed by this contract is sold by BioBased Realty within the first
five years of the date of closing, an independent appraisal of the land' s value (not to include the
value of any building thereon) shall be performed. BioBased Realty shall pay 75% of the
increase in appraised value of the land (with prorated sales cost deducted) to the City of
Fayetteville. BioBased Realty shall pay the City of Fayetteville 40% of the increase in appraised
value of the land (with prorated sales costs deducted) for any sales after 5 years until 10 years
from the closing date.
15. BioBased Realty is granted an option to purchase the remaining acre where Children's House is
located eight years after the closing date. BioBased Realty may exercise this option to purchase
at any time during the year following the eight year period after the closing date. BioBased
Realty and the City agree the price shall be determined at that time as follows:
(a) The property including improvements thereon shall be appraised by an independent
appraiser.
(b) BioBased Realty shall receive an offset from the appraisal value using the following
formula: For every full $ 100,000.00 in annual payroll paid to BioBased
Technologies/Systems and related companies' employees working in Fayetteville
over the Two Million Dollar annual payroll estimated for 2008, BioBased Realty
shall receive a reduction of $25,000.00 from the appraised value of this remaining
acre.
(c) Reductions allowed in paragraph (b) shall not reduce the final price for this acre
parcel below $60,000.00.
2
(d) The City of Fayetteville may sell to BioBased Realty this acre at any mutually
agreeable time prior to the expiration of the eight year period upon terms agreeable
to both parties.
16. This agreement shall be governed by the laws of the State of Arkansas.
17. This agreement, when executed by both BioBased Realty and the City of Fayetteville shall
contain the entire understanding and agreement of the parties with respect to the matters referred
to herein and shall supersede all price or contemporaneous agreements, representations and
understanding with respect to such matters, and no oral representations or statements shall be
considered a part hereof.
CITY OF FAYETTEVILLE BIOBASED REALTY, LLC
A Municipal Corporation BIOBASED TECHNOLOGIES, LLC
;x7
IOD SYSTEMS, LLC
A
By: By: ,
DAN COODY TOM MUC IO
Mayor CEO G
Date: OS Date:
Attest: / Agent or Wiae
s
Sondra Smith, City Clerk
Date: Q Les Date: J D 'a
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0 0
ACKNOWLEDGMENT
STATE OF ARKANSAS
COUNTY OF WASHINGTON
BE IT REMEMBERED, that on this date, before the undersigned, a duly commissioned and
act $ Notary P/ub'lic thin and for said County and State, personally appeared Tom Muccio, and
0 W S&ZZ to me well known as the persons who executed the foregoing document, and
who stated and acknowledged that they are the CEO and Agent or Witness of BioBased Realty,
BioBased Technologies and BioBased Systems and are duly authorized in their respective capacities to
execute the foregoing instrument for and in the name and behalf of corporation, and further stated and
acknowl�d ,kpat they had so signed, executed and delivered said instrument for the consideration,
uses., � terein mentioned and set forth.
S J MSS101V
20a/
:aTN1t'Si93 Viand and seal on this o24rday of October, 2005.
�9ipG 1CN�; PP•�P� OtPublic
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` m ) xpires:
ACKNOWLEDGMENT
STATE OF ARKANSAS
COUNTY OF WASHINGTON
BE IT REMEMBERED, that on this date, before the undersigned, a duly commissioned and
acting Notary Public within and for said County and State, personally appeared Dan Coody and Sondra
Smith, to me well known as the persons who executed the foregoing document, and who stated and
acknowledged that they are the Mayor and City Clerk of the City of Fayetteville, Arkansas, a
municipal corporation, and are duly authorized in their respective capacities to execute the foregoing
instrument for and in the name and behalf of said municipal corporation, and further stated and
acknowledged that they had so signed, executed and delivered said instrument for the consideration,
uses and purposes therein mentioned and set forth.
No v .
WITNESS my hand and seal on this -day of-9eteber, 2005.
OY
Notary Public
My Commission E s; pU6�
WN
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EXHIBIT "A"
PROPERTY DESCRIPTION
Two parcels of land located in Washington County, Arkansas more particularly described as
follows, to-wit:
Parcel No. 765-15399-010:
A part of the Northwest Quarter (NW 1 /4) of the Northeast Quarter (NEI /4)
of Section Twenty-Nine (29), Township Sixteen ( 16) North, Range Thirty (30)
West, more particularly described as follows, to-wit: Beginning at a point
which is 44.3 feet South and 305.6 feet West of the Northeast corner of said 40
acre tract, and running thence South 702.9 feet; thence West 701 .2 feet to the
East line of the Cato Springs Road, thence North 16° 14' East along the East
line of said road 229.4 feet; thence North 14° 36' East along the east line of
said road 499. 1 feet; thence East 511 .2 feet to the point of beginning, containing
9.75 acres, more or less.
Parcel No. 765-03017-000:
A part of the North half (N 1 /2) of the Northeast Quarter (NE 1 /4) of Section
Twenty-Nine (29), Township Sixteen (16) North, Range Thirty (30) West,
described as follows, to-wit: Beginning at a point which is 44.3 feet South
and 305.6 feet West of the Northeast comer of the Northwest Quarter (NW 1 /4)
of the Northeast Quarter (NE 1 /4) of said Section 29; thence running South
1276.5 feet, thence North 89 degrees 43 minutes, East 538 feet to the St. Louis
and San Francisco Railroad right-of-way; thence North 10 degrees 38 minutes
West with the West line of said right-of-way 897.2 feet; thence South 78 degrees
2 minutes West 150.5 feet; thence North 10 degrees 1 minute West 434. 1 feet to
the South line of the Cato Springs Road; thence West 150 feet to the point of
beginning, containing 10.8 acres, more or less.
Both parcels are subject to existing easements, rights-of-way along Cato Springs Road and
Razorback Road as well as the railroad, and other possible encroachments. This property description is
approximate and may be refined and finalized by survey.
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• City of Fayetteville, Arkansas
Budget Adjustment Form
Budget Year Department: General Fund Revenue Date Requested Adjustment Number
Division:
2005
Program: 10/3/2005
Project or Item Requested: Project or Item Deleted:
$940,000 is requested in the Use of Fund Balance None. To recognize $940,000 in Gain/Loss of the Sale of
account. Assets account.
Justification of this Increase: Justification of this Decrease:
The funds are to be placed into Designated Fund The $940,000 in additional revenue is from the result of
Balance for future Economic Development uses. the sale of parcel 765-03017-000 and parcel 756-15399-
010 to BioBased Systems.
Increase Budget (Decrease Revenue)
Account Name Account Number Amount Project Number
Use of fund balance 1010 0001 4999 99 9409000
Decrease Budget (Increase Revenue)
Account Name Account Number Amount Project Number
Gain loss-sale of assets 1010 0001 4881 02 9400000
Approval Signat es � Budget Office Use Only
Type: A B C V E
Request y Date
i
flb bs Date of Approval
d a age Date Initial Date
Posted to General Ledger
tmet t irector ate Initial Date
Jo -j�eS Posted to Project Accounting
Fina ce & Inter ervicesc[or at Initial Date
0 Entered in Category Log
Mayor —� Date Initial Date
City of Fayetteville %
Staff Review Form
City Council Agenda Items
or
Contracts
18-Oct-05
City Council Meeting Date
Ray Boudreaux Aviation & Economic Development General Government
Submitted By Division
Action Required:
Action Required: Approval of an Offer and Acceptance Contract with Bio-Based Technology to purchase
City=owned land located on Cato Springs Road, designate the proceeds for Economic Development purposes and
approve a budget adjustment implementing the request.
$940,000 REVENUE $ 24,298.00 Gain/Loss Sale Of Assets
Cost of this request Category/Project Budget Program Category / Project Name
1010-0001 -4881 -02 $ 58,661 .00
Account Number Funds Used to Date Program / Project CategoryName
$ (34,363.00) General Fund
Project Number Remaining Balance Fund Name
Budgeted Item Budget Adjustment Attached XX
revious Ordinance or Resolution #
3d
Departm Director Datef Original Contract Date:
Original Contract Number:
City Attorne
Received in City Clerk's Office
Am"�14� i
Fa3as
Finance and Internal Service Director Da e
AORec ived in Mayor's Office
}
Mayor Dat
Comments:
0
City Council Meeting of: October 18, 2005
Agenda Item Number:
CITY COUNCIL AGENDA MEMO
TO: Mayor
THRU: Staff/Contract Review Committe
FROM: Ray M. Boudreaux, Director, Aviation andIthepur
c Development
DATE: September 29, 2005
SUBJECT: Approve Offer and Acceptance Contract forbase of the landoccupied by the
Water and Sewer Department at the intersRazorback Road and Cato
Springs Rd.
RECOMMENDATION: Approve contract for the sale of Parcel 765-03017-000 and Parcel 756-
15399-010 excepting that one (1) acre portion of the property occupied by the Children's House for
$940,000.00 with option to purchase the remaining one ( 1) acre occupied by the Children's House at a
later date and establishing performance measures and a buy back provision.
BACKGROUND: Fayetteville Economic Development Council has brought forward an economic
development proposal from Tom Maccio, CEO of BioBased Systems and BioBased Technologies.
BioBased operates a biotechnology concern that is making major market progress in Soybean
adaptation for green products where fossile fuels are replaced by Soy Polyol as the basic building
block. His application to purchase this property includes development of their national headquarters
and major research and development facilities. This property was selected due to its close proximity
to the University of Arkansas Research and Technology Park and the need for rail access. See
attached draft Press Release for more information.
DISCUSSION: The parcel will be vacated by the City of Fayetteville water and sewer operations
center this fall. The project is a compatible use for the parcel. The company will create 30 jobs and
support a payroll of $2,000,000.00 annually by the year 2008. Among the employees will be three to
five scientists working in research and development roles through the University of Arkansas.
BUDGET IMPACT: The proceeds will go into the General Fundidesignated for Economic
Development purposes.
Attachments: Staff Review form
Offer and Acceptance
Letter from Tom Muccio
Draft Press Release
Aviation and Economic Development Department
Fayetteville Municipal Airport, Drake Field
4500 South School Avenue, Suite F
Fayetteville, Arkansas 72701
Ray M. Boudreaux, Director
ORDINANCE NO,
AN ORDINANCE WAIVING THE REQUIREMENTS OF §34.27, CODE OF
FAYETTEVILLE AND APPROVING AN OFFER AND ACCEPTANCE
CONTRACT WITH BIOBASED TECHNOLOGIES IN THE AMOUNT OF
$940,000.00 FOR THE PURCHASE OF THE WATER & SEWER
OPERATIONS CENTER ON CATO SPRINGS ROAD; DESIGNATING THE
PROCEEDS FOR ECONOMIC DEVELOPMENT PURPOSES; AND
APPROVING A BUDGET ADJUSTMENT IMPLEMENTING THE
DESIGNATION.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE,
ARKANSAS:
Section 1 . That the City Council of the City of Fayetteville, Arkansas hereby waives
the requirements of § 34.27, Code of Fayetteville, and approves an Offer and Acceptance
Contract with BioBased Technologies in the amount of $940,000.00 for the purchase of the
Water & Sewer Operations Center on Cato Springs Road. A copy of the contract is
attached hereto marked Exhibit "A" and made a part hereof.
Section 2. That the City Council of the City of Fayetteville, Arkansas hereby
designates the proceeds of this sale for Economic Development purposes.
Section 3. That the City Council of the City of Fayetteville, Arkansas hereby
approves a Budget Adjustment implementing said designation of proceeds.
Section 4. That the City Council of the City of Fayeett f�, rka as hereby
authorizes the Mayor and City Clerk to execute said greem nt with BioBased
Technologies. ���,,,
PASSED and APPROVED this 18� October, 2005.
ARE OVED:
l �
100
DAN4* ODY, Mayor
ATTE`S
By:-
17
y: ON' RA SM H;s� RJClerk
BioBased B/OBASEO
In Technologies SYSTEMS
Tom Muccio, CEO
Steve Rust
1 West Mountain, Suite 301
PO Box 4156
Fayetteville, AR 72702
September 30, 2005
Steve,
This letter is to lay out BioBased Realty's offer to buy land from the City of Fayetteville
for development of a Headquarters Campus for BioBased Technologies, BioBased
Systems, and other related companies.
We have done the offer in "plain English" to make it easier to agree and, once agreed or
amended, we can have the lawyers rework it in contractual form.
It is our intent to close on the property as soon as practical and then to start construction
on Building 1 as soon thereafter as possible. We will engage an architectural firm as soon
as we have agreement to the sale.
Our offer is as follows:
I . We will purchase all of Parcel 765-03017-000 and Parcel 756-15399-010, with the
exception of a one acre parcel where the Children's Home currently sits, for $940,000
assuming acceptable financing. The boundary for this excepted one acre site is
highlighted on the attached map.
For the one acre that is excluded from the parcels in the above paragraph, BioBased
Realty has the right of first refusal to purchase the land at the appraised value at the
time, less credits for payroll creation above the base agreement over the 2009-2013
period as outlined below in point 7.
2. The City of Fayetteville will do a Phase I and, if required, Phase II environmental
study prior to closing and correct deficiencies starting with Parcel 756-03017-000
which is where we will locate Building 1 .
3715 N. Business Dr. Suite 107, Fayetteville, AR 72703
Telephone: (479) 587.9433 Fax: (479) 587-9486 Email: tmuccio@biobased. net
It is our plan to use the least desirable portion of the land for Building 1 and continue
to develop the property from the east to the west to enable our ultimate corporate
headquarters to be fronting on Razorback Road.
Starting on the east side enables more financial stability and resources to insure our
corporate headquarters makes a very attractive statement to visitors exiting I-540 on
their way to the University of Arkansas.
3 . The City of Fayetteville will remove buildings and debris.
a. Debris will be removed as soon as possible
b. Building removal will be coordinated with BioBased TechnologiesBioBased
Systems
4. Prior to closing, BioBased Technologies/BioBased Systems will provide the City of
Fayetteville with a Master Plan layout of the property with each individual building
being agreed to by the City of Fayetteville prior to construction.
5. If the BioBased Technologies/BioBased Systems property is sold within the first 15
years, an appraisal will be done on the land only, as if the buildings do not exist, and
will pay the City of Fayetteville the increase in appraised value on the land only, less
improvements and selling costs with the following schedule:
■ 0 to 5 years 75%
• 5 to 10 years 40%
■ Over 10 years 0%
6. It would be BioBased Technologies'/BioBased Systems' intention to begin
construction of at least Building 1 of the campus in 2006 with expected occupancy in
2008. This would be followed as soon as practical by Building 2 which would be
located where the existing Water Works buildings are located.
We will have three to five scientists working out of the University of Arkansas' Bio
Mass lab from early 2006 and our commitment to payroll would be:
2008 30 jobs $2,000K payroll annualized
7. For every $100K annual in payroll that is added from 2009-2013 above the $2,000K
annualized commitment for 2008, there will be a $25K reduction in price of the final
acre of land where the Children's Home currently sits; i.e. if the land appraises at
$400K for the acre at that time and BioBased Technologies/BioBased Systems create
$1 ,000K in additional annual payroll beyond the $2,000K base payroll of 2008, the
final price of that acre to BioBased TechnologiesBioBased Systems would be
$150K.
3715 N. Business Dr. Suite 107, Fayetteville, AR 72703
Telephone: (479) 587-9433 Fax: (479) 587-9486 Email: tmuccio@biobased. net