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HomeMy WebLinkAbout68-78 RESOLUTION• • RESOLUTION NO. 1/2g -rig A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN OPTION AGREEMENT WITH McINTOSH CORPORATION FOR THE SALE OR LEASE OF TRACT B, LOT 10 OF THE FAYETTEVILLE INDUSTRIAL PARK. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE, ARKANSAS: That the Mayor and City Clerk are hereby authorized and directed to execute an Option Agreement with McIntosh Corporation for the sale or lease of Tract B, Lot 10 of the Fayetteville Industrial Park. A copy of said Option Agreement, marked Exhibit "A", is attached hereto and made a part hereof. PASSED AND APPROVED this ATTEST 't. q.6. tC Y CLERK ;!-:. r r �- � tAquiftw • day of APPROVED: Lriee/7C‘d,rfreet , 1978. MAYOR MICROFILMED DA it JUN 15 1979 REEL IS -DUPLICATE ORIGINAL OPTION AGREEMENT 110278 • This Option Agreement is made on November , 1978, by and between McIntosh Corporation, a Delaware corporation ("McIntosh"), and the City of Fayetteville, Arkansas ("City"). WITNESSETH Whereas, the City is the owner of that property located within the boundaries of the City described as Tract B, Lot 10, Fayetteville Industrial Park as shown on Exhibit "A" to this Agreement ("Property") and described in Exhibit "B" to this Agreement. Whereas, McIntosh is desirous of obtaining an option to purchase or lease the Property; and, Now Wherefore, in consideration of the above premises; ten thousand and no/100 dollars ($10,000.00), receipt thereof which is hereby acknowledged by the City; and, the mutual promises made herein, it is hereby agreed by and between the City and McIntosh as follows: 1. The City hereby grants to McIntosh until March 7, 1979, a paid -for -option to purchase or lease the Property ("Option"). 2. McIntosh may on or before March 7, 1979, exercise the Option by providing to the City written notice of its election to exercise the Option. 3. In the event McIntosh is unable prior to the end of the term of the Option, to obtain all necessary governmental permits and approvals in respect to the construction and operation of its intended factory on the Property, McIntosh may by notice to the City extend the term of the Option for a period of time not exceeding sixty (60) days. The provisions of this Agreement shall be applicable during the initial term of the Option and any extension thereof. 4. The deposit of $10,000.00 shall be applied to the price of the purchase or lease of the Property in the event McIntosh And- • exercises the Option. In the event McIntosh fails to exercise the Option, the $10,000.00 deposit shall be non-refundable, except, that, if: 1. McIntosh is unable prior to the end of the term of the Option after reasonable effort to obtain all required permits and governmental approvals in respect to the construction and operation of its intended factory on the Property; 2. that after completion of soil tests, engineering studies or surveys McIntosh determines that the Property is not reasonably suitable for its intended use by McIntosh; or, 3. if the City is unable to perform any of its obligations as set forth herein, then McIntosh shall be entitledto the return of its $10,000.00 deposit and this Agreement shall be deemed to be cancelled and e ach party shall bear their respective costs as set forth herein. 5. If McIntosh elects to purchase or lease the Property, the total price shall be $5,000 per acre plus $13,250. The acreage shall be evidenced by an acreage certificate provided by the City and prepared by a civil engineer currently licensed in the State of Arkansas. The total price shall be due and payable at closing. 6. If McIntosh elects to lease the :Property, .the ni-tial.. term o f the lease shall at the election of McIntosh, be for a period o f not more than thirty (30) years. At the end of the initial term of the lease, McIntosh may renew the lease for five (5) years and may at its election renew the lease each five (5) years thereafter for a total term of sixty (60) years. The annual rent during any term of the lease extended by a renewal shall be $1.00 per year. If McIntosh elects that the City issue its industrial development revenue bonds as provided for in Section 7 below, then upon the sooner of McIntosh electing not to renew the lease or at the end of the sixty (60) year term of the lease, the City shall transfer to McIntosh the fee • Own • simple absolute title to the Property. If McIntosh elects to lease the Property and if McIntosh should elect that the City not issue industrial development bonds as provided for by - Section 7 below, the lease shall be deemed to be cancelled and the City shall forthwith upon notice from McIntosh transfer to McIntosh the fee simple absolute title to the Property. 7. If McIntosh elects to exercise'its'Option,;. the City shall upon the request of McIntosh, at the expense of McIntosh and upon such terms and conditions as are reasonably acceptable to McIntosh, issue its industrial development revenue bonds for the purpose of acquiring the Property; developing it with a building(s) and other improvements; and the purchase and installation of tools, equipment, furniture and other personal property necessary to equip a manufacturing plant for its intended purpose. The price paid by McIntosh for the lease or purdtase of the Property shall be included in the total cost of the project that may be financed by the industrial development revenue bonds issued by the City. 8. If McIntosh elects to exercise its Option to purchase or lease, the City shall as a part of the price: 1. Extend an improved street as shown on Exhibit ':A"; 2. Bring water and sewer mains to the boundary of the Property as shown on Exhibit ItAtf with said mains to be of the size shown on Exhibit Sots 04 0 11.14.441/VS) .017t4 Oth 61: ..•hr• 1 4el Ire :'r . ••1 ta .• .r0:4)►gi!.•i1i.1 .,.I! (See reverse side.) 4. Provide an easement for the benefit of McIntosh for a railroad spur as shown on Exhibit "A"; -. 5. Provide to McIntosh at the time of the consummation of the sale of the Property an ALTA policy of title insurance from Tionee.r National Title Insurance in an amount equal to the purchase price of the Property, as determined in 5 above. The policy shall be at the election of McIntosh a Form B Owner' -s. Policy or Leasehold policy 3 8.3. Provide an easement as shown on Exhibit "A" for a railroad spur in the Fayetteville Industrial Park to be constructed after parcels 10A, 10B and 10C in said park are developed; and as the need arises, the cost of construction of said spur shall not be the sole responsibility of the City but shall be negotiated between the City, the railroad and the users of the spur. • S ' • • subject only to the exceptions as outlined in 10 below; and 6. Have a licensed surveyor permanently identify each corner of the Property with a stake or other appropriate monument. 9. McIntosh may, at its sole expense, during the term of the Option, enter upon the Property for the purpose of taking soil samples, performing engineering studies, surveying, grading and compacting. McIntosh shall indemnify and save harmless the City from all claims, suits, judgments, court costs, and reasonable attorneys fees arising out of an allegation that any of the aforesaid activities on the Property by McIntosh resulted in wrongful death; personal injury; loss, damage or destruction to personal property and/or claim under the mechanics lien law. The City shall forthwith notify McIntosh of any such claim or suit against the City and McIntosh may defend, compromise and/or impose any defense or counterclaim in the name of the City. The City shall, at the expense of McIntosh, participate in the defense of any such suit as may be reasonably required by McIntosh. 10. In the event that title to the Property is transferred from the City to McIntosh by reason of McIntosh purchasing or leasing the Property pursuant to the provisions of this Agreement, the title shall be a fee simple absolute title evidenced by a form of deed subject to the approval of McIntosh and subject to only those exceptions to the title approved by McIntosh as such exceptions may, be set forth in a preliminary title report from Pioneer National Title Insurance, to be obtained by McIntosh prior to the effective date of any such sale or lease. 11. Taxes, assessments, other governmental charges and utilities shall be prorated as of the effective date of the sale or lease of the Property. 12. The effective date of any sale or lease of the Property as a result of McIntosh exercising its Option shall be the 56th calendar day after the exercise of the Option and the closing shall be held at the offices of the City or upon such earlier 4 • date or other location as may be agreed upon by the City and McIntosh. 13. If any action is commenced to condemn any part of the Property by eminent domain, the City shall forthwith give notice to McIntosh of such action and in the event McIntosh has exercised the Option, McIntosh may by notice to the City elect, without obligation to the City, to not, as the case may be, purchase or lease the Property; but, if McIntosh elects to proceed with the purchase or lease of the Property, any condemnation award shall belong to McIntosh. 14. The City and McIntosh each warrant one to the other that neither of them has employed a broker or finder in respect • to the transactions contemplated by this Agreement. McIntosh shall indemnify and save harmless the City from all claims, suits, judgments, court costs and reasonable attorneys fees by reason of McIntosh's breach of its aforesaid warranty. The City shall indemnify and save harmless McIntosh from all claims, suits, judgments, court costs and reasonable attorneys fees by reason of the City's breach of its aforesaid warranty. 15. Failure of either party at any time to enforce any provision of this Agreement shall not be deemed a waiver of that provision. 16. All notices and communications between McIntosh and the City shall be effective when received in writing by the party to whom it is directed at its respective address as set forth below. McIntosh c/o Norris Industries, Inc. One Golden Shore Long Beach, California 90802 Attention: R. James Shaffer City City of Fayetteville, Arkansas Postal Drawer F Fayetteville, Arkansas 72701 Attention: Donald L. Grimes 17. This Agreement is the entire agreement in respect to the transactions contemplated herein and it can be modified only 5 • • 1 • • wo- • by a' writing signed on behalf of McIntosh and the City. 18. McIntosh and the City shall enter into any such definitive agreements, execute the necessary documents and perform such other acts as may be respectively required by each party to carry out the intent of this Agreement. 19. McIntosh may assign any right, power, and/or privilege that it may have by reason of this Agreement to Norris Industries, Inc., a California corporation, any subsidiary of Norris Industries, Inc. or to any successor in interest of McIntosh or successor to any successor in interest of McIntosh by reason of the merger or consolidation of McIntosh or its parent or the sale of all or substantially all of the assets of McIntosh or its parent. Any other assignment shall not be made without the prior written consent of the City which shall not be unreasonably withheld. 20. As used herein, the plural shall include the singular and the singular shall include the plural. AGREED McIntosh Corporation 6 Fayetteville, Arkansas artio,pic‘,‘,reretag.: Il l M \%S• : C' ,.EXHIBIT "A": 7 9 Aces Sp to be/built 4s.pe Se tion &.3. 1 Liar, M1 R A Ain rnRi1C1 11 T1Roiroa7, or: SCALE: r,.: 1 ia 45 10 • EXHIBIT "B" LEGAL DESCRIPTION FOR TRACT B, LOT 10 FAYETTEVILLE INDUSTRIAL PARK A part of Section 26, Township 16 North, Range 30 West, Fayetteville, Washington County, Arkansas, being more par- ticularly described as follows: Beginning at a point that is South 2674.43 feet and East p68.44 feet from the NW corner of said Section 26; thence S 88 52' E 1329.04 feet; thence S 1° 09' W 997.71 feet to the center line of an old public road; thence S 84° 55'W 904.57 feet along the center line of said old public road to the North right-of-way of Armstrong Avenue; thence N 70° 42' W 381.96 feet along said right-of- way; thence N 2° 46' W 978.84 feet to the point of beginning, containing 30.99 acres more or less. This legal description prepared by McClelland Consulting Engineers, Inc., November 2, 1978.