HomeMy WebLinkAbout68-03 RESOLUTIONRESOLUTION NO. 68-03
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A RESOLUTION TO APPROVE THE REAL ESTATE PURCHASE AND
SALE CONTRACT WHEREIN LEGACY PROJECT LLC PURCHASES
THE 289 ACRE 1-540 BUSINESS PARK SITE FROM THE CITY OF
FAYETTEVILLE FOR 5.2 MILLION DOLLARS AND OTHER
CONSIDERATION
WHEREAS, Mayor Dan Coody has negotiated the sale of 1-540 Business Park
site to Legacy Project LLC for 5.2 million dollars and Legacy Project's commitment to
preserve and protect 100 acres of wetland or near wetlands until it conveys this 100 acres
to an environmental conservation non-profit organization; and
WHEREAS, the City of Fayetteville is empowered by A.C.A. § 14-54-302 with
the authority to buy, sell and convey real estate and the City Council can authorize the
Mayor to execute such contract to sell municipally owned real estate.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF FAYETTEVILI.E, ARKANSAS:
Section 1. That the City Council of the City of Fayetteville, Arkansas hereby
approves the Real Estatc Purchase And Sale Contract Between Legacy Project, LLC And
The City Of Fayetteville (attached as Exhibit A) in which the City sells its 289 acre 1-540
Business Park acreage to Legacy Project LLC for 55.2 million plus Legacy Project LLC's
agreement to convey 100 acres of this property which is wetland or near wetland to an
environmental conservation non-profit organization.
Section 2. That the City Council of the City of Fayetteville, Arkansas repeals
or amends any Resolution that is in conflict with this Resolution or the terms of the
Contract attached as Exhibit A.
PASSED and APPROVED this the 6th day of May, 2003
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BY :r�o..d c.-1 a nw7tC.
Sondra Smith, City Clerk
APPROVED:
By:
D
N COODY, ayor
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REAL ESTATE PURCHASE AND SALE CONTRACT
BETWEEN LEGACY PROJECT, 1 LC AND THE CITY OF FAYETTEVILLE
Subject to the terms and provisions contained herein, the City of Fayetteville, Washington
County, Arkansas, (hereinafter "City of Fayetteville"), hereby agrees to sell and convey to Legacy
Project, LLC, an Arkansas limited liability company, and/or its assigns (hereinafter "Legacy
Project"), and Legacy Project hereby agrees to buy from and pay to the City of Fayetteville for that
certain parcel of land (the "Land") generally located on the north side of Interstate 540, situated in the
City of Fayetteville, Washington County, Arkansas, containing approximately 289 acres of land,
more or less, said land being identified and/or described on Exhibit "A" attached hereto and made a
part hereof. A legal description of the Property shall be determined from the survey provided for
below, and such legal description may be substituted as Exhibit "A" hereto and shall be the legal
description used in the deed from the City of Fayetteville to Legacy Project.
This Contract is executed and is subject to the following terms and conditions:
I. Purchase Price. The Purchase Price for the Property shall be Five Million Two
Hundred Thousand Dollars ($5,200,000.00). The Purchase Price shall be payable at Closing (as
hereinafter defined), in cash, by cashier's or certified check, or by wire transfer of immediately
available funds, less the prorations and adjustments set forth in this Contract.
2. Earnest Money. Within seven (7) business days after the approval of this Contract
by the Fayetteville City Council, Legacy Project shall deposit with the City of Fayetteville, the sum
of Ten Thousand Dollars ($10,000.00) as Eamest Money. The Eamest Money shall be either cash or
check payable to the City of Fayetteville. If this Contract closes, the Earnest Money shall be applied
to the Purchase Price.
3. Survey. Within thirty (30) days following the approval of this contract by the
Fayetteville City Council, Fayetteville shall cause a current updated ALTA survey to he made of the
Property, by a licensed surveyor or registered professional reasonably acceptable to Legacy Project
and shall furnish Legacy Project the Survey. The Survey shall indicate:
a. That the corners of the Property have been properly monumented;
b. The perimeter boundaries of the Property;
c. The location of all improvements upon or bounding the Property;
d. The location of all easements within or traversing the Property, if any, giving
recording data where applicable;
e. The location of all roadways traversing, adjoining or bounding the Property,
giving recording data where applicable;
f. That there are no encroachments except as may be specifically shown on the
Survey; and
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g. The number of"net acreage" of land within the Property which shall consist
one hundred eighty nine (189) acres more or less. As used herein, the term "net acreage"
shall mean the total number of acres of land within the Property, excluding any land lying
within any existing river, creek, lake, waterway, wetland, drainage -way, rail way, 100 -year
flood plain, or special flood hazard area.
The Survey shall contain a certification from the surveyor or engineer to Legacy Project, and
any lender designated by Legacy Project, which certification shall be in form and substance as the
Surveyor's Certificate attached hereto as Exhibit "B".
4. Title Commitment. Within forty-five (45) days following the approval of this
Contract by the Fayetteville City Council, the City of Fayetteville, at its sole cost and expense, shall
cause to be furnished to Legacy Project a current title commitment for an owner's title insurance
policy (the "Title Commitment") issued through the Title Company, setting forth the status of title of
the Property and all exceptions, including rights-of-way, easements, restrictions, covenants,
reservations and other conditions, if any, affecting the Property which would appear in an owner's
title insurance policy if issued, together with true, legible copies of all instruments referred to in the
Title Commitment affecting title to the Property.
5. Additional Information. Within fifteen (15) days following the approval of this
contract by the City Council, the City of Fayetteville shall furnish to Legacy Project the following:
a. Legible, accurate and complete copies of the most recent ad valorem tax
statements affecting the Property from all taxing authorities having jurisdiction over the
Property;
b. Copies of all leases, if any, (together with all amendments or modifications
thereto), service contracts, warranties or other agreements affecting the Property; and
c. To the extent available to City ofFayctteville, all engineering studies, surveys,
soil tests, environmental reports or studies, feasibility, demographic or economic studies,
aerial photographs, topographical maps, and copies of all plans and specifications, including
site plans for improvements, facilities and utilities to be constructed on or adjacent to the
Property.
6. Review of Title and Survey. Legacy Project shall have a period (the "Review
Period") ending thirty (30) days after the date on which Legacy Project receives the last of (i) the
Title Commitment; (ii) the Survey required in Section 3 above; and (iii) the additional
information required in Section 5 above, in which to notify City of Fayetteville of any objections
Legacy Project has to any matters shown or referred to in the Title Commitment or the Survey.
Any exception to which Legacy Project does not object shall be considered as a "Permitted
Exception". In the event Legacy Project notifies City of Fayetteville of any unacceptable
exceptions or conditions, City of Fayetteville shall have thirty (30) days thereafter (the "City of
Fayetteville's Cure Period") in which to eliminate or modify such unacceptable exceptions or
conditions in a manner reasonably acceptable to Legacy Project. In the event City of Fayetteville
is unable to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of
Legacy Project within City of Fayetteville's Cure Period, then in that event Legacy Project may
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terminate this Contract by providing written notice to City of Fayetteville at any time at or prior
to Closing, in which event this Contract shall terminate and the Earnest Money shall be returned
to Legacy Project and the parties hereto shall have no further obligations one to the other.
7. Inspection. At all times prior to Closing, Legacy Project, its agents, representatives
and designees (including prospective lenders, tenants, occupants and users of the Property and their
agents and representatives) shall have the right to enter the Property to conduct any investigations,
soil tests, environmental assessments and engineering and feasibility studies as may deemed
necessary or advisable in connection with the purchase or use of the Property; provided, however,
Legacy Project shall be responsible for any damages to the Property caused by Legacy Projcct, its
agents, representatives and designees.
If it should be determined by Legacy Project, in its sole and absolute discretion, that the
Property is not suitable for the purposes for which Legacy Project intends to utilize the Property, then
Legacy Project shall be entitled to terminate this Contract by giving written notice thereof to City of
Fayetteville prior to the expiration of the Inspection Period (as hereinafter defined), whereupon the
Earnest Money less Fayetteville's cost of obtaining the Title Commitment and for the Survey, shall
be returned to Legacy Project, and thereafter City of Fayetteville and Legacy Project shall have no
further obligations or liabilities to each other hereunder.
"Inspection Period" shall mean that period beginning upon the approval by the Fayetteville
City Council of this Contract and ending at the time that the Fayetteville Planning Commission has
approved the Preliminary Plat or Large Scale Development for this land in a form and manner
acceptable to Legacy Project with no appeal taken to the City Council or when the City Council
approved a Planned Zoning District for this project in a form and manner acceptable to Legacy
Project or approves (on appeal) the Preliminary Plat or Large Scale Development for this property or
major part thereof in a form and manner acceptable to Legacy Project.
Upon such final approval by the Planning Commission or City Council of a Large Scale
Development, Preliminary Plat or Planned Zoning District in a form and manner acceptable to
Legacy Project, the Inspection Period expires and Legacy Project loses its right to terminate this
contract.
8. Approvals. City of Fayetteville agrees to cooperate with Legacy Project in obtaining
any and all authorizations, approvals, and permits required and needed to develop this property as a
Planned Zoning District, Preliminary Plat or Large Scale Development. In the event all such
authorizations and approvals from the Fayetteville City Council and Fayetteville Planning
Commission are not obtained by Legacy Project, Legacy Project shall have the right to terminate this
contract without further liability and to be refunded the Earnest Money by the City of Fayetteville.
9. Closing Date and Place. The Closing hereunder shall take place within thirty (30)
days after the expiration of the Inspection Period. If on the scheduled Closing Date, (1) Legacy
Project has made objections in accordance with Section 6 hereof that have not been curcd or waived;
(ii) the Title Company has advised that it will not issue the Owner's Title Insurance Policy in
accordance with Section 13(e) below; (iii) City of Fayetteville is in default of any of its obligations,
covenants, representations or warranties set forth in this Contract, (iv) then Legacy Project may, at its
sole option: (x) waive any defect or requirement and close the transaction herein contemplated; (y)
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extend the Closing for such reasonable time as maybe required for City of Fayetteville to cure any
title defect or other default hereunder, such postponed date shall then become the Closing Date; or
(z) terminate this Contract if such defect constitutes a material breach of this Contract and be
refunded the Earnest Money by the City of Fayetteville.
10. City of Fayetteville's Representations and Warranties. City of Fayetteville
represents and warrants to Legacy Project as follows:
a. City of Fayetteville has and, at the time of Closing, will have and will convey
to Legacy Project by general warranty deed good and marketable fee simple title to the
Property, free and clear of any and all encumbrances and title exceptions other than the
Permitted Exceptions.
b. There are no adverse parties in possession of the Property and no parties in
possession of the Property as lessees, tenants at sufferancc or trespassers; and no party has
been granted any license, lease or other right relating to the use or possession of the Property.
Public city streets shall remain open and available for public use.
c. There is no pending or threatened condemnation or similar proceeding
affecting the Property or any part thereof, nor is any such proceeding contemplated by the
City of Fayetteville.
d. No portion of the Property is affected by any special assessments, whether or
not constituting a lien thereon, nor is any such proceeding contemplated by the City of
Fayetteville.
e. There are no unpaid charges, debts, liabilities, claims or obligations arising
from the ownership and/or operation of the Property which could give rise to any mechanic's
or materialmen's or other statutory lien against the Property, or any part thereof, or for which
Legacy Project will be responsible.
f The Property has full and free access to and from a public street and City of
Fayetteville has no knowledge of any pending or threatened governmental proceeding or any
other act or condition which would limit or result in the termination of such access.
g. There is no pending or to the knowledge of the City of Fayetteville threatened
judicial, administrative or other proceeding which might adversely affect the current zoning
classification of the Property, and there is no fact which would result in a modification or
termination of such zoning classification.
h. There is no pending or to the knowledge of the City of Fayetteville threatened
litigation, actions or proceedings against City of Fayetteville or the Property which could
adversely affect title to the Property or any part thereof or the ability of City of Fayetteville to
perform any of its obligations hereunder or the use of the Property by Legacy Project.
i. No consent or approval of any person, entity or of any governmental agency or
authority is required with respect to the execution and delivery of this Contract by City of
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Fayetteville or the consummation by City of Fayetteville of the transactions contemplated
hereby or the performance by City of Fayetteville of its obligations hereundcr.
,l. City of Fayetteville has not received notice from any governmental, agency
requiring the correction of any condition with respect to the Property, or any part thereof, by
reason of a violation of any federal, state, county or city statute, ordinance, code, rule or
regulation or stating that any investigation has been commenced or is contemplated regarding
any of the foregoing.
k. Performance of this Contract will not result in any breach of, or constitute any
default under, or result in the imposition of any lien or encumbrance upon the Property
under, any agreement or other instrument to which City of Fayetteville is a party or by which
City of Fayetteville or the Property might be bound.
1. There are no attachments, executions, assignments for the benefit of creditors,
receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or
pursuant to any other debtor relief laws contemplated or filed by City of Fayetteville or
pending against City of Fayetteville or the Property.
m. There are no contracts or other obligations outstanding for the lease, sale,
exchange, or transfer of the Property or any portion thereof.
n. City of Fayetteville has full power and authority once the Fayetteville City
Council has formally accepted this Contract by Resolution to enter into this Contract and to
perform its obligations under this Contract. This Contract constitutes the legal, valid and
binding obligations of City of Fayetteville once it is accepted by Fayetteville City Council
Resolution.
Legacy Project's obligation to close this Contract shall be contingent on the above
representations and warranties also being true and correct on the Closing Date.
I 1. Covenants of City of Fayetteville. City of Fayetteville covenants and agrees with
Legacy Project that:
a. City of Fayetteville will advise Legacy Project promptly of any litigation,
condemnation or administrative hearing conceming or affecting the Property of which City of
Fayetteville has knowledge or notice.
b. City of Fayetteville will not knowingly allow or permit the introduction,
spillage, release, discharge, use, storage or disposal of any pollutant of any kind into or onto
the surface water, ground water, soil or subsurface of the Property.
12. Risk of Loss. Risk of all Toss, destruction or damage to the Property or any portion
thereof, from any and all causes whatsoever until consummation of the Closing shall be borne by
City of Fayetteville. In the event of damage by fire or other casualty or a taking by condemnation or
similar proceedings or actions of all of the Property, or any portion of the Property which is material
to the use of the remainder of the Property, Legacy Project shall have the option to terminate this
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Contract upon written notice to City of Fayetteville, in which event the Earnest Money less
Fayetteville's expenditures for Title Commitment and Survey shall be promptly refunded to Legacy
Project, and neither Legacy Project nor City of Fayetteville shall have any further right or obligation
hereunder.
13. City of Favetteville's Obligations at Closing. At the Closing, City of Fayetteville
shall deliver or cause to be delivered to Legacy Project, at City of Fayetteville's sole cost and
expense, each of the following items:
a. A general warranty deed duly executed and acknowledged by City of
Fayetteville, conveying to Legacy Project good, marketable fee simple title in the Property,
subject only to the Permitted Exceptions.
b. A current certificate from the Title Company, reflecting no financing
statements (UCC -1s) or other filings which affect the Property or any part thereof.
c. An Owner's Policy of Title Insurance (the "Owner's Policy") in the amount of
the Purchase Price issued by the Title Company on the standard form in use in the State of
Arkansas, on the Policy of a Title Insurance Company satisfactory to Legacy Project, insuring
good and marketable fcc simple title to the Property in Legacy Project, subject only to the
Permitted Exceptions and the standard printed exceptions, but containing extended coverage
endorsements acceptable to Legacy Project.
All exceptions, conditions or requirements described in Schedule 8, Section 1 of the
Title Commitment which are the obligation of City of Fayetteville or which are required to
be satisfied in order to cause the Owner's Policy to be issued shall be released or satisfied
prior to or at Closing, and such items and requirements shall not constitute Permitted
Exceptions (whether or not Legacy Project makes any objections thereto) nor be exceptions
to the Owner's Policy to be provided by City of Fayetteville.
d. City of Fayetteville shall, at City of Fayetteville's sole cost and expense, make
sewer and water available to the boundary of the Property within two months of the Closing
date.
e. Such evidence or documents as may be reasonably required by Legacy Project
or the Title Company evidencing the status and capacity of City of Fayetteville and the
authority of the person or persons who are executing the various documents on behalf of City
of Fayetteville in connection with the sale of the Property.
f. Afler the Closing is completed, the City of Fayetteville shall make available to
Legacy Project the amount of Seven Hundred Thousand Dollars ($700,000.00) to be used
solely to reimburse Legacy Project for its infrastructure construction expenses on the
property described in Exhibit "A". All expenses to be reimbursed by this 5700,000.00 grant
must meet all grant terms.
14. Legacy Project's Obligations at Closing. At the Closing, Legacy Project shall
deliver to City of Fayetteville the following items:
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a. The Purchase Price (Five Million Two Hundred Thousand Dollars), in cash,
subject to any prorations or other adjustments contained in this Contract Legacy Project will
receive credit for the SI0,000.00 Earnest Money previously paid.
b. An agreement to convey and deed one hundred (100) acres, more or less, of
the Property identified by Legacy Project to an environmental conservation non-profit
organization acceptable to and determined by Legacy PrQlect based upon a selection process
submitted with the development plans acceptable to City of Fayetteville, which acreage shall
not be any part of the net usable acreage unless otherwise voluntarily approved by Legacy
Project in its sole discretion. The conveyance shall be made within twenty-four (24) months
after Closing and the conservation land shall be preserved and protected by Legacy Project
until final conveyance.
c. Such evidence or documents as may reasonably be required by City of
Fayetteville or the Title Company evidencing the status and capacity of Legacy Project and
City of Fayetteville and the authority of the person or persons who are executing the various
documents on behalf of Legacy Project and City of Fayetteville in connection with the
purchase and sale of the Property.
15. Prorations and Costs. Ad valorem taxes for the then current year shall be prorated at the
Closing effective as of the Closing Date. If the Closing shall occur before the tax rate is fixed for the
then current year, the proration of taxes shall be based upon taxes for the prior year and adjusted for
the year of closing when they become finally determined with such settlement to be made within ten
(10) days after the date taxes are finally determined. City of Fayetteville shall be responsible for any
and all taxes related to the Property for years prior to Closing due to a change in land usage or
ownership. City of Fayetteville and Legacy Project shall jointly be responsible for any and all
transfer taxes, conveyance taxes (including, but not limited to, documentary stamp taxes) and/or
recording fees payable on account of transfer of title to the Property to Legacy Project. Additionally,
City of Fayetteville shall be responsible for any and all "rollback" taxes arising from the Property's
use prior to Closing.
16. Reservation of Public Streets, Right -of -Ways, Utility Easements and Temporary
Construction Easements. A new waste water treatment facility project is currently in the
preliminary stages of design and construction for the City of Fayetteville. As part of that project,
many new waste water collection systems will be installed around the city and a large gravity main
is planned for the north side of Clabber Creek across this property from East to West. It is therefore
understood that, as part of this conveyance, Legacy Project will convey to the City of Fayetteville, at
no cost to the city and on forms to be provided by the City of Fayetteville or their designee, a
permanent Water/Sewer Easement of 40 foot width parallel to and south of the planned extension of
Truckers Drive and any alignment adjustments as mutually agreed and a Temporary Construction
Easement of 150 foot width south of the permanent easement, along with the right of ingress and
egress across the property to facilitate construction. The Temporary Construction Easement shall
terminate upon completion of the initial construction of the sewer main. The City of Fayetteville
agrees to maintain a periodic consultation with Legacy Project as to the desirable and necessary
design location of this proposed sewer main sewer line. Existing public streets, rights-of-way and
easements shall remain public and be available for public use.
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17. Brokerage Commission. City of Fayetteville and Legacy Project each represent and warrant
that it has not employed a real estate broker or agent in connection with this transaction, or otherwise
taken any action which would subject either party to liability for any commission or fee relating to
the purchase and sale of the Property.
18. City of Fayetteville's Default. In the event of City of Fayetteville's default hereunder,
Legacy Project shall, as Legacy Project's sole and exclusive remedy, terminate this Contract by
giving written notice from Legacy Project to City of Fayetteville and the Eamest Money will be
immediately returned to Legacy Project.
19. Legacy Project's Default. In the event that Legacy Project shall fail to consummate this
Contract for any reason, except City of Fayetteville's default or the termination of this Contract
pursuant to any right of termination given to Legacy Project herein, the City of Fayetteville, as its
sole and exclusive remedy for such default, shall have the right to terminate this Contract by notice
to Legacy Project and to retain the Earnest Money.
20. Notice. All notices, demands, or other communications of any type (herein collectively
referred to as "Notices") given by City of Fayetteville to Legacy Project or by Legacy Project to City
of Fayetteville, whether required by this Contract or in any way related to the transaction contracted
for herein, shall be in writing and shall be deemed delivered when actually received, or, i fearlier and
whether or not actually received, (i) if delivered by courier or in person, when left with any person at
the address reflected below, if addressed as set forth below, (ii) ifby facsimile, upon the transmittal
of same, addressed and directed to the facsimile number noted below, (iii) ifby overnight courier
service (such as, by way of example but not limitation, U.S. Express Mail or Federal Express) with
instructions for delivery on the next business day, one (1) business day after having been deposited
with such courier, addressed as reflected below, and (iv) if delivered by mail, when deposited in a
Post Office or other depository under the care or custody of the United States Postal Service,
enclosed in a wrapper with proper postage affixed (as a certified or registered item, retum receipt
requested), addressed as follows:
To Legacy Project:
With Copy To:
Legacy Project, LLC
5417 Pinnacle Point Drive, Suite 100
Rogers, Arkansas 72758
Attention: H. Collins Haynes
Telephone: 479.464.8622
James W. Smith
3425 North Futrall Drive, Suite 103
Fayetteville, Arkansas 72703
Telephone: 479.695.1105
To City of Fayetteville:City of Fayetteville, Arkansas
113 W. Mountain Street
Fayetteville, Arkansas 72701
Attention: Dan Coodv, Mayor
Telephone: 479.575.8330
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With Copy To:
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Hugh Earnest
Chief Administration Officer
113 W. Mountain Street
Fayetteville, Arkansas
479-575-8330
21. Section 6045(e) Compliance. City of Fayetteville and Legacy Project acknowledge
and agree that Section 6045(e) of the Internal Revenue Code may require that notice of the sale and
purchase of the Property described in this Contract be provided to the Internal Revenue Service by
preparation of and filing with the Internal Revenue Service of Form 1099-B; and further, City of
Fayetteville and Legacy Project agree to furnish and provide to City of Fayetteville; Attn:
Accounting Department or to the Title Company any and all information that the Title Company
may require in order for it to (i) comply with all instructions to Form 1099-B in preparation thereof
and (ii) prepare and timely file with the Internal Revenue Service said Form 1099-B with respect to
this transaction. 13y execution of this Contract, the Title Company agrees to provide to City of
Fayetteville and Legacy Project, following the Closing, evidence that Form 1099-B was timely filed
with the Internal Revenue Service, if such filing is required thereby.
22. Governing Law and Venue. This Contract shall be construed in accordance with the
laws of the State of Arkansas and any court action arising out of this Contract shall be brought in
Washington County, Arkansas.
23. Survival. All covenants, agreements, representations and warranties contained herein
shall survive Closing and shall be binding upon the parties hereto and their successors and assigns.
24. Capacity. Except as hereinafter provided, each person executing this Contract hereby
represents and warrants that he has the authority to do so and that his signature shall bind the entity
for which he signed (after formal City Council approval by Resolution). Each party hereto shall
provide the other party and the Title Company with such documentation as the Title Company or
Legacy Project's or City of Fayetteville's attorney deems necessary to evidence the authority of that
party to perform the actions contemplated herein.
25. Timing. Time is of the essence of this Contract. For purposes hereof, the "Effective
Date" of this Contract shall be the date it is accepted by the Fayetteville City Council by Resolution.
If the date that the performance of any obligations arising hereunder, or the date upon which any
notice shall be given, is a Saturday, Sunday or any legal holiday under the laws of the State of
Arkansas, then such date shall be extended to the next business day immediately succeeding such
Saturday, Sunday or legal holiday. Notwithstanding anything contained in this Contract to the
contrary, Legacy Project shall have the sole right and ability to terminate this Contract
without further liability or obligation in the event the Fayetteville City Council does not accept
and approve this Contract on or before May 20, 2003. Legacy Project shall exercise such
termination right by providing to the City of Fayetteville a written notice of such termination at any
time after May 20, 2003.
26. Complete Agreement. This Contract embodies the complete agreement between the
parties hereto and cannot be varied or terminated except by written agreement of the parties.
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27. Removal from Market. Upon the full execution of this Contract, City of Fayetteville hereby
agrees that it shall neither solicit nor accept offers for the purchase, lease or development of the
Property from any parties other than Legacy Project or its assigns.
28. Counterparts. This Contract maybe executed in any number of counterparts, each of which
will be deemed to be an original and which together shall constitute the agreement of the parties
hereto.
29. Good Faith and Fair Dealing. The parties agree to deal with each other fairly and in good
faith.
30. The City Of Fayetteville Asserts And Legacy Project, LLC Hereby Acknowledges That
This Offer Is Expressly Contingent Upon The Approval Of This Offer Of Contract Sale By
The City Council Of Fayetteville And That The Failure Of The Council To So Approve Will
Make All Portions Of this Contract Sale Null And Void.
EXECUTED on this, the Z day of April, 2003, by Legacy Project, LLC.
LEGACY PROJECT, LLC, an Arkansas limited liability company
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EXECUTED on this, them day of , 2003, by City of Fayetteville.
By: ISLAND DEVELOPMENT, LLC, Authorized Member
By: V`i
H. Collins Hay r horized Membcr
LT(4
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CITY OF FAYETTEVILLE, A Municipal Corporation
0 By
Dan Coody, Mayor
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1. Witness:
•
0
d
Sondra Smith
Fayetteville City Clerk
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COMMUNITY SUNK
MEMBER FDNC
HAYNES & ASSOCIATES, LTD,
5417 PINNACLE POINT DR.. STE 100 479-464-8622
ROGERS, AR 72758
4/23/2003
4743
91.506/a29
150
PAY TO THE City of Fayetteville "10,000.00
• ORDER OF $
Ten Thousand and 00/100 DOLLARS
City of Fayetteville
Washington County, AR
Legacy Project, LLC, Earnest Money
MEMO
1
I1a0047430 9:0829050689:
n■550430141
r
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EXHIBIT "A"
CITY OF FAYETTEVILLE
NORTH INDUSTRIAL PARK
PROPERTY DESCRIPTION:
A part of Section 33, Township 17 North, Range 30 West, and being more particularly described
as follows, to -wit:
Beginning at tge Northwest comer of said Section 33; thence along the West line of said section
South 02° 28' 11" Wcst 1816.06 feet; thence South 87° 19' 24" East 330.00 feet; thence South
02° 28' 10" West 2480.66 feet; thence South 87° 21' 18" East 660.23 feet; thence South 02° 25'
45" Wcst 329.99 feet; thence South 87° 21' 18" East 660.00 feet; thence North 02° 25' 51" East
329.86; thence South 87° 11' 53" East 631.86 feet to the westerly right of way line of U. S.
Highway 71; thence Northerly along said west right of way line the following bearings and
distances;
North 34° 22' 18" East 922.60 feet
North 38° 27' 59" East 150.76 feet
North 34° 22' 25" East 949.12 feet
North 27° 10' 09" East 171.37 feet
North 07° 15' 05" East 170.41 feet
North 05° 19' 10" West 280.77 feet
North 12° 48' 23" West 100.11 feet
North 16° 36' 56" West 57.67 feet
North 04° 16' 48" East 188.26 feet
North 16° 24' 53" East 126.58 feet
North 31° 34' 48" East 190.36 feet
North 50° 13' 36" East 191.34 feet
North 66° 53' 26" East 127.62 feet
North 75° 15' 02" East 117.54 feet
North 74° 59' 16" East 100.11 feet
North 26° 01' 09" East 74.14 feet;
thence leaving said west right of way line and running North 87° 17' 25" West 1100.15 feet;
thence North 02°26' 17" East 1030.76 feet to the North line of Section 33; thence along the North
line of Section 33 North 87° 14' 56" West 247.50 feet to the North quarter corner of Section 33;
thence along the North line of said Section 33 North 87°
19' 24" West 2637.40 feet to the Point of Beginning, containing 289.28 acres, more or less, being
subject to rights of way and casements of record.
11
• •
EXHIBIT "B"
SURVEYOR'S CERTIFICATE
The undersigned Registered Public Surveyor (the "Surveyor") hereby certifies to Legacy Project,
LLC and/or its assigns ("Legacy Project") and (the "Title
Company") that (a) this plat of survey and property description set forth hereon are true and correct
and were prepared from an actual on -the -ground survey of the real property (the "Property") shown
hereon; (b) such survey was conducted by the Surveyor or under his supervision; (c) all monuments
shown hereon actually exist and the location, size and type of material thereof are correctly shown;
(d) except as shown hereon, there are no encroachments onto the Property or protrusions therefrom,
there are no improvements on the Property, there are no visible easements or rights-of-way on the
Property, there are no visible discrepancies, conflicts, shortages in area or boundary line conflicts; (e)
the size, location and type of improvements are as shown hereon and all are located within the
boundaries of the Property and set back from the Property lines the distance indicated; (f) the
distance from the nearest intersecting street or road is as shown; (g) there is ingress and egress to and
from the Property by paved, dedicated public streets maintained by the city or county in which the
Property is located; (h) all recorded easements have been correctly platted hereon; (i) the boundaries,
dimensions and other details shown hereon are true and correct; (j) the Property has access to gas,
electric, water, sewer and telephone utilities and the location and size of such utilities are correctly
shown hereon, on the Property and on abutting streets and roads; (k) the Property does not serve any
adjoining property for drainage, ingress and egress, or any other purpose, (I) no portion of the
Property is located within any flood plain or flood pronc area; and (m) this survey conforms to the
current standards and specifications for an ALTA/ACSM survey.
The Surveyor expressly understands and agrees that Legacy Project, any lenderwho will be granted
a lien on the Property, and Title Company are entitled to rely on this plat of survey as being true and
accurate; and the consideration paid to the Surveyor for the preparation and certification of such
survey has been paid, in part, for the benefit of Legacy Project, any lender who will be granted a lien
upon the Property, and Title Company and in anticipation of their reliance hereon.
Executed this
day of , 2003.
Registered Public Surveyor, No.
Address:
12
RECEIVED
DEC 15 2003
CITY OF FAYETTEVILLE
CITY CLERK'S OFFICE
U.S OEP
NT OF HOUSINGAND ( RAN OEVELOPMEflT •
n.I
come No 2562.266
111P
a S MENT STATEMENT
8. TYPE OF LOM
1. OFHA 2. 0 FMHA 3.06 FF. sneer Ids Merlons Insurance GN Neater CONV.UNOtS.I7. Lo.. screw 4. OVA 5. OCONV.INS. I FATIC 03-74098V
C.
- MOTE: TIM Ana b Antrr11° one you StM a ere ot WAS settlena costs. Asan. an to an N en
outside M Mons no r None b b Intima n s•teeman opera we Ono Rens, awned %po.c r wen
W Wase Ord .* M td b nn ?OWL pail
O. NAME MIO NAMC53 CF NORPOWER
Mil
E. """IE "'u'e°CIEss
LEGACY PROJECT, LLC., H. COLIJNitITNYF
• HAYNES, AUTHORIZED MEMBER
5417 PINNACLE POINT DR-, STE 1
ROGERSAR 72758 �
ILV
DAN COODY, MAYOR
I W. MOUNTAIN
FATETfEVIl1E AR
1
STREET
72701
of TIMER
OF
OF
NORTH ARKITY ARBAKANSAS
NORTH ARKANSAS
0. PROPERTY ILY.aTIOM
PT NW NE NE NE 33-17-30BRONSON
FAYETTEVILLE, ARKANSAS
a SETTLEMENT ADEM
TITLE
•
SERVICES, INC.
RICE CP SETREMENT
2886 BELLA VISTA WAY
I'sE21203WTE
1
BELLA VISTA, AR 72714
LT5eu16EMENT CATE
'
J. SUMMARY OF BORROWERS TRANSACTION12-12-03
K SUMMARY OF SELLERS TRANSACTION
WO.
D. GROSS AMOUNT DUE FROM HLMROWOi
GROSS AMOUNT DUE TO SELLER
11. Cored are Inc.
5200,000.00400.
4m. mem 1411* p1c* 5,200,000.00
.1W. Peron. Roomy)
40Z Person Property
103. Sstir,.a dn9n to bonuww Ino 14W)
280,813.00
CO.
409.
405.
ADJUSTMENTS FOR HEMS PAID BY SEDER P4 ADVANCE
ADJUSTMENTS FOR ITEMS PAD BY SELLER IN ADVANCE
106. Cay/Town Lean b
406. O tray
b
107. Cony bin w
4m. Cony
Casey
a.
t
nen to
..
Asae.wvb 1O
a. AsanamM to
lq,
Y.
11.
41.
111.'
411.
ni
•
120. GROSS AMOUNT DUE FROM BORROWER
5,480,813.00
420 GROSS AMOUNT DUE TO SELLER
•
200. AMOUNTS PAD BY OA IN BEHALF OF BORROWER5.200,000.00
500 REDUCTIONS IN AMOUNT DUE TO SEiIFA
>Dt. Otpor or e.Mnt nosey
10,000.00
501. Eanaa Deposit tNavc
267. Peon 4PIPva a new boss)
1••e o.n
10,000.00
]IIx. SrOnt.* Oar b
201 Edson b.1(s) tear send b
ala. (In CO)
501 bistro bin 1 M aw)Mt to
12,885.00
XM. Agruia. OtDT11
SOA Peal Of patine* Ion
..
]m Second M ewlPpe
505 Payoff 4 anon no.teay Inn
206 NEW LOAN AMOUNT 513,000,000.0
Scs.
707 INIAL DRAW
5,470,813.00
502.
m
5m
Sm
ADJUSTMENTS FOR HEMS UNPAID BY SELLER
ADJUSTMENTS FOR HEMS UNPAID BY SEVEN
21. Chattiest Tres to
5IQ, CITY/Town Mm b
2 1 Canty 1 ,°
'
t°
bier.lb
7t2.512.
MsuwM w
!n. Aneenl
An. b
711
Tl
]t1
214.
]Il
2u
Sh
716.
SM.
517.
216.
SM
>t;
Le.
220. SAL -`M) BY/W OWEF
5,480,813.00
5211 MIAS TEDUCT1N
300. CASH AT SETTLEMENT FROM OR TO
AMOUNT our saw
22,885.00s.00
BORROWER
800. CASH A7 STO OR FROM SELLER
301. 6q* no* y tom barons M 120)
5,460.813.00
0901. mow mem me to
me to se
m2 Ler
sw'.
M 20)
5,222,805.00
rots Pae bre. *mow PN no
15,480,873.00
e62 Len ..trcep.
I
303: CASH ® FROM O TO BORROWER
have
sawn* a,* sere. Ri,* siol
003. CASH ®TO 0 FROM SELLER
( 22,885.00)
5,177,115.00'
wretoly mimed One 11110.1 Seidl:mnq Statement and to the bear 1 my glnMOyp
Settle-
ment
band d60wamleTlt6 myelo 00 mty account 0, by me i, this transaction 1 ember lle(IO/. Y H l eros and acmes a statene t of all
mei Stat) certify that I neve received a copy ot Mfr NUD.1 SetOo-GA Y PR
H. •. LMS
6p.o's HAYNES, A1/T110Rf2Ep MEMBER LIOGfA.
To the best or . IM IR101 Settlement Statement which 1 have� 4
recthed and hay or w17 bo disbursed the prepped ta e Due end amnio
Ory Laderslpgd a pen d UM bnactln.
ter
4
Poen
ma'am. R b • ons toUNTO LItt4
11•eRpnwell 16 5. C Sc on 1031 ..6 Swann 1010
Steles W On w any peri Wer
"j57a1RM40.a EWn Ids .
1144 P1ot1 Puleedn) .Ota /0190
u1l •
1411Ai1 .
DAN GOODY. MAYOR
ot the funds which were
Pawdbes ,Men cO,nb°m u. i.lCa. M
7409
14110-1 (0747) f(.SP& 110 4.1052 •
•
r
U.S. DEPARTMENT OF HOUS URBAN DEVELOPMENT
SETTLEMENT MENT
Pugs 2
SFTTIFMENT CHARGES
700 TOTAL SAI FS/BROKERS COMMISSION based an IMMO
a fn..pyo., m. 7001 u me.., 1 5 200.000.00 n
MI 1
An 1
701 raaenVn GeV cl Sennett
900, NEMS PAYNILE_BLeStINFCLION WITH LOAN
91 then Decietellon Fn % COMMUNITY BANK
002 Loon °Penns
103 Martha Fn to COSBY AND ASSOC.
m. Creat Aman
001 to .len i n wceon Fte
age_ YA fn.9 Fee
97 A,mmctul Fn
000 Ffccusi m T!F to COMMUNITY BANK
009
1110
all
uz
All
014
Ait
900 rwMs REQUIRED BY LENDER TO BE PAN IN ADVANCE
10t60n.n .nm 12-12-03 to
907 Meckel m,atlt Penn tor mny
93 Hazsd Menet. F rl Ma los tes. to
OA 10
1000 RESERVES DEPOSITED WITH LENDER
'Ti want .n,e.tct
LODE
Mol Income
1021 pry ween{. Tan,
• 1 Mat
met e 1TO
not ■ 1 mo
not 0 1 Inc
1001 Cane Prelate Tun mot 0 1 ..,.
?OM Arnim Atte-tweets. feat 11 1
196
1007
nal
1100 TTTLE CHARGES
eels. ft m0
ma, 01 mo
ft" a It m
1101 Mate(. a Dawn Fn to BRONSON TTRE SERVICES INC.
1102 Abram/ or MP 3.ad to BRONSON TTRE
Iq) IIM1 este e➢o1
1
260.000.00
3 500.00
150.00
1101_ 111t 'utter. llaviirt
1103 Doaeeet ftmn.0m to BRONSON TRIS
Hos Naar Fn.
1107 ARoerff Fn, to F LEWIS STEEN FN
Met l Aon Ism, x0
Iloi Me Want to FIRST AMERICAN TUIE INSURANCE
(mann Aon Rem, No ' 2550000 1
IIw Lender's COmiT,i 1 13 0011000 00
250.00 250 00
7500 7500 •
30 00
30.00
13.000.00
30.00
30.00
12 500.00
1110 Dent. Cowling 1 5200.000.00
1111
1200 GOVERNMENT RECORDING AND TRANSFER CHMOES
1201 Nec. Fm,: Dees
11 00 Mei 1 50.00 Bann 1 81 00
1Al2 EllyMotate ui.amn
IKIS
it' Di1 Mvhaoe 1
1201 Sate pNtanse Deed 1 Monona* 1
VIli MC RM yyap� � 1600
1300 ADOMONAL SETTLEMENT C.cARGE8
1117 Sarni
1302 Pot ■meceon
1111 AT1tn FY Fel;
1101 IX.ST ¶S€AC,I
1121
a RAMSFY SURVEYING to be POC111450
to MITCHF1LWILLIAMS
to MITCHFI L VAI I LAMS
1306
117
1400 TOTAL SFTIIEMFNT CHARGES lento/ on San 103 Secton J end 502 Secfbn 10
3 176.00
52500
280.813.00 12 885 00
Ace. m+eooe Receipt a Ms Schoenen Steen. an Ayers 1w Caeecwu nee
LLC., H. COWNS 33-1054295 ( OF"FAY)
Rete
Ft)792 W0 (400, edrAcre n. ma
w.
7409
•
• SELLER'S/BORROW. AFFIDAVIT
State of ARKANSAS
County of BENTON
The undersigned, referred to as Seller/Borrower, whether one or more, being first duty sworn on
oath that the Seller/Borrower is the owner of the following described lands, situtated In
WASHINGTON County, ARKANSAS . To -wit:
SEE ATTACHED EXHIBIT' W
Seller/Borrower further state the following facts are true:
t. There is no adverse occupant of the property described above.
2. Seller/Borrower and those under whom Seller/Borrower claims title, have been In peaceful
possession of said lands for more than 7 years past.
3.. There are no unrecorded options to purchase, sates contracts or lease agreements
outstanding, which affects the property described above.
4. There have been no Improvements made on the property described above during the past
130 days for which a mechanics' and materlalmens' lien may be filed.
S. No appliances have been Installed In the property described above on deferred payments
which are unpaid for.
6. The property described above is not traversed by any roadways or easements except those
shown on record.
There are no delinquent assessments due on the resident's association cm the property
described above, if applicable.
8. That no money whatsoever is owed on subject property to any person, firm, or corporal(
other than the following
9. There are no outstanding judgments against Seller/Borrower as a result of legal action to
include, but not limited to, tax liens, divorce, bankruptcy or foreclosure.
10. That the marital status of Seller/Borrower has not changed since they acquired above
described property.
Witness the hand and seal of the undersigned of this 12th day of peceinber 2003 .
CIriI ' F Ana.
Seller TY OF AYETTEVILLE
,EtlivOkttcs Ale
�
.7i: .±. ODI' MA 04
(`.‘
J�t, •. &worn to
;•
MytAminisslon Expires:
Borrower.
COW S
PROJECT, LLC., H.
Bor
UTHORIZED MEMBER
me, a Notary Public on this 12th
2003 .
Notary Public:
Please return this to Wonsan Title Services. Inc., 1419 W. Walnut, Rogers, Arkansas, 72765
File -,Y
AFRO If
Parcel Na
Patel Wo..
Patel No
Parcel Ns
Parcel No.
76615342401
76615360000
76515363000
76615833000
7195-151170000
•
WARRANTY DEED
MUNICIPAL CORPORATION
BE IT KNOWN BY THESE PRESENTS:
•
THAT the CITY OF FAYETTEVILLE, ARKANSAS, a municipal cor-
poration, hereinafter called GRANTOR, for and in consideration of the sum
of One -hundred Dollar ($100.00) and other good and valuable consideration,
the receipt of which is hereby acknowledged, does hereby grant, bargain, sell
and convey unto Legacy Project, LLC, an Arkansas limited liability
corporation, hereinafter called GRANTEE, and unto Grantee's successors
and assigns, the following described land situated in the County of
Washington, State of Arkansas, to -wit:
PROPERTY DESCRIPTION:
A part of Section 33 Township 17 North, Range 30 West, and being more particularly described as follows, to -wit
Beginning at the Northwest comer of said Section 33; thence along the West line of said Section 33 South 02' 28' 11" West 1816.06 feet
thence South 87' 19' 24" East 330.00 feet thence South 02' 28'10' West 2480.66 feet thence South 87" 21 18" East 660.23 feet thence
South 02'25 45" West 329.99 feet thence South 87' 21' 18" East 660.00 feet thence North 02' 25' 51" East 329.86; thence South 87'
11' 53" East 631 86 feet to the westerly right of way line of U. S. Highway 7V thence Northerly along said westerly right of way line the
following bearings and distances;
North 34' 22418- East 922.60 feet
North 38' 2T
North 34' 22'
North 27' 10'
North or 15'
North 05' 19'
North 12' 48'
North 16' 36'
North 04'16'
North 16' 24'
North 31' 34'
North 50' 13'
North 66' 53'
North 75' 15'
59" East 150.76 fed
25" East 949.12 fed
09" East 171 37 fed
05" East 170.41 feet
10- West 280.77 feet
23" West 100.11 feet
56" West 57.67 feet
48" East 188.26 fed
53" East 126.58 feet
48" East 190.36 feet
36' East 191 34 fed
26" East 127 62 fed
02" East 117 54 feet
North 74' 59' 16' East 100.11 feet
North 26' 01 09" East 74.14 feet
thence leaving said west right of way line and running North 87' 17' 25" West 1100.15 feet; thence North 02 26417" East 1030.76 fed
to the North line of Section 33; thence along the North line of Section 33 North 87' 14' 56' West 247.50 feet to the North quarter comer
of Section 33; thence continuing along the North line of said Section 33 North 87'19' 24" West 2637.40 fed to the Point of Beginning,
containing 289.27 acres, more or less, being subject to rights of way and easements of record,
TO HAVE AND TO HOLD the said lands and appurtenances thereunto belonging unto the said Grantee
and Grantee's successors and assigns, forever. And the said Grantor, hereby covenants that it is lawfully seized
of said lands and premises; that the same is unencumbered, and that the Grantor will forever warrant and defend
the title to the said lands against all legal claims whatever.
•
Warranty Deed
City of Fayetteville - Legacy Prgect, LLC
Page 2 of 2
•
WITNESS the execution hereof on this /c2 6` day of J/BcteasiJe^e--- 2003
vo t r I t 4,
ATS
•
Mit
CITY OF FAYETTEVILLE, ARKANSAS,
es,ma.;)
war
Sondra Smith •City Clerk
(Seal)
ACKNOWLEDGMENT
STATE OF ARKANSAS
SS
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 Coady 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.
WITNESS my hand and seal on this
MY COMMISSION EXPIRES:
day of 2003.
Notary Public