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HomeMy WebLinkAbout111-04 RESOLUTION• RESOLUTION NO. 111- 0 4 A RESOLUTION AUTHORIZING CITY STAFF TO DEVELOP AND PRESENT TO TYSON FOODS, INC. AN OFFER AND ACCEPTANCE CONTRACT FOR THE PURCHASE OF PROPERTY LOCATED AT 1851 EAST HUNTSVILLE ROAD IN AN AMOUNT NOT TO EXCEED $1,100,000.00, CONDITIONED UPON FURTHER CITY COUNCIL APPROVAL; AND APPROVING A BUDGET ADJUSTMENT IN THE AMOUNT OF $1,000,000.00 FOR THE PROPERTY PURCHASE AND $551,000.00 TRANSFER FROM GENERAL FUND TO SALES TAX CAPITAL IMPROVEMENT FUND. 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 authorizes City Staff to develop and present to Tyson Foods, Inc. an Offer and Acceptance contract for the purchase of property located at 1851 East Huntsville Road in an amount not to exceed $1,100,000.00, made contingent upon an investigation of the acceptability of the roof and the absence of any toxic materials or buried fuel tanks on said property, and conditioned upon further City Council approval. Section 2. That the City Council of the City of Fayetteville, Arkansas hereby approves a Budget Adjustment in the amount of $1,000,000.00 for the property purchase and $551,000.00 transfer from General Fund to Sales Tax Capital Improvement Fund. ATTEST: PASSED AND APPROVED this 20th day of July, 2004. ..•`......................,,', ,�,G�•APPROVED: 6-fY Odle'CO :176-: s :FAYETTEVILLE: _ 94•9RkAMSPG' 1 iti•-••'�croNhh\°` By: Ste% it S NDRA SMITH, City Clerk By: DAN COODY, May • • • a -Paa)/ . ///-oq MICROIPlitMWehse4raw1 ,1/_ 175•4°' ,rro�s REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT (the "Agreement"), made and entered into this day of September, 2004 by and between Tyson Foods, Inc., a Delaware corporation (hereinafter called "Seller"), and The City of Fayetteville, an Arkansas Municipal corporation (hereinafter referred to as `Buyer"). This Agreement shall become effective on the date of the full execution by both parties hereto ("Effective Date"). WITNESSETH: WHEREAS, Seller is the owner of certain real property located in Washington County, Arkansas; and WHEREAS, subject to the terms and conditions set forth herein, Buyer desires to purchase said property from Seller and Seller desires to sell said property to Buyer; NOW, THEREFORE, in consideration of the premises recited, of the covenants, agreements and provisions of this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereby agree as follows: 1. Agreement to Sell and Buy. Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, for the consideration and upon the terms and conditions hereinafter set forth, the lands situated in Washington County, Arkansas, more particularly described on Exhibit "A" attached hereto, together with all improvements thereon, and all rights, privileges and appurtenances pertaining thereto, but subject to any matter disclosed herein, all recorded or restrictions, easements, and other matters of record. All property sold pursuant to this Agreement is hereinafter referred to as the "Property." 2. Price and Terms of Payment. As the purchase price for the Property, Buyer agrees to pay and Seller agrees to accept, a total purchase price of ONE MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,100,000.00) (the "Purchase Price") as adjusted pursuant to the terms of this Agreement. Within ten (10) days after Buyer's receipt of a fully -executed copy of this Agreement, Buyer shall tender to Seller (or Seller's representative), the Real Estate Contract—Fayetteville, AR 1 • • • • sum of ELEVEN THOUSAND AND NO/100 DOLLARS ($11,000.00) (the "Earnest Money" or "Deposit") as earnest money in connection with the above-described transaction. 3. Closing. (a) Time and Place. Subject to the terms and conditions set forth in this Agreement, closing and settlement for the sale and purchase of the Property shall take place at a time and place as is mutually agreed to by Seller and Buyer; provided, however that if any of the conditions to Closing set forth in this Agreement have not been satisfied or waived by the party entitled to the benefit of such condition, the Closing will take place on the third business day after such condition has been satisfied or waived, but in no event shall the closing occur later than January 31, 2005. The time at which such closing and settlement occurs shall hereinafter be referred to as the "Closing" and the date on which the Closing occurs shall hereinafter be referred to as the "Closing Date." (b) Payment of the Purchase Price. The Purchase Price shall be paid by the Buyer to the Seller at the Closing, and Buyer shall deliver to Seller cash in the form of a cashier's check or wire transfer in an amount equal to the Purchase Price, less the Earnest Money and adjusted by any prorations or other amounts described herein. 4. Conditions Precedent to Closing. Buyer represents and Seller hereby acknowledges that Buyer intends to use the Property for municipal purposes ("Intended Use"). Therefore, the purchaae contemplated by this Agreement is subject to the following conditions precedent: (a) If the Survey provided for in Section 10 discloses any condition which renders the Property unusable for the Intended Use (as determined in Buyer's reasonable discretion), then Buyer may rescind this Agreement and the Deposit will be refunded to Buyer, provided, however, that Buyer has exercised such rescission right by giving Seller written notice with evidence of such condition no later than December 15, 2004. (b) If the results of the analyses, inspections, test borings, or studies pursuant to this Agreement, disclose that the physical condition of the Property, including the existence of hazardous wastes and toxic substances, will prevent Buyer from reasonably developing the Property for the Buyer's intended use, then Buyer or Seller may rescind this Agreement, whereupon the Deposit will be refunded to Buyer; provided however, that Buyer or Seller has Real Estate Contract—Fayetteville, AR 2 • • • notified the other party in writing, with evidence of such unacceptable condition, within fifteen (15) days after the Buyer or Seller receives the results of such analyses, inspections, borings, or engineering studies, but not later than December 15, 2004. (c) Buyer, being able to obtain the approval of the purchase of the Property contemplated by this Agreement by the City Council of Fayetteville. Buyer covenants to use its best efforts, and act in a good faith and diligent manner to obtain such approval from the Fayetteville City Council. If Buyer is unable to obtain such a commitment, then Buyer may rescind this Agreement, whereupon the Deposit will be refunded to Buyer; provided however, that Buyer has notified Seller in writing, but not later than December 15, 2004. (d) Buyer and Seller reaching a mutual agreement as to naming a defined space of the Property. Buyer and Seller covenant to act in good faith to reach such an agreement. If such agreement cannot be reached, then Seller may rescind this Agreement, whereupon the Deposit will be refunded to Buyer. 5. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer, now and at Closing, as follows: (a) Authority; Enforceability. No authorizations or approvals, whether of governmental bodies, creditors, or otherwise, are necessary to enable Seller to enter into and perform the transactions contemplated herein with respect to the purchase of the Property. This Agreement has been duly and validly executed and delivered by Seller, is a valid and legally - binding agreement of Seller, and, assuming due acceptance and execution thereof by Buyer, is enforceable against Seller in accordance with its terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; and (b) Title to Property. Seller has good and marketable title to, and is in possession of, the Property free and clear of all security interests, including any conditional sale or other title retention agreements, mortgages, pledges, assessments, or defects in title that would render the title to the Property uninsurable or unmarketable, except for current ad valorem taxes, matters of public record and minor encroachments or matters not material to the use or occupation thereof. Seller has not granted any options to purchase or otherwise acquire all or any part of the Property. Neither the whole nor any portion of the Property has been condemned, requisitioned or otherwise taken by any public authority, and no notice of any such condemnation, requisition or taking has Real Estate Contract—Fayetteville, AR 3 • • been received by Seller. To the knowledge of Seller, no such condemnation, requisition or taking is threatened or contemplated. (c) Disclaimer. SELLER MAKES NO REPRESENTATION OR WARRANTY (EXCEPT AS TO THE WARRANTY OF TITLE CONTAINED IN THE DEED) CONCERNING THE VALUE OF THE PROPERTY, THE CONDITION OF ANY IMPROVEMENTS LOCATED UPON THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE PRESENCE OR ABSENCE OF ANY HYDROCARBONS, ASBESTOS, ENVIRONMENTAL, HAZARDOUS MATERIAL OR TOXIC CONTAMINATION OF THE PROPERTY, THE SUITABILITY OF THE PROPERTY FOR A PARTICULAR PURPOSE, THE GEOLOGICAL CONDITION OF THE PROPERTY, THE MERCHANTABILITY OF THE PROPERTY, OR ITS FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION SHALL SURVIVE THE CLOSING OR EARLIER TERMINATION OF THE AGREEMENT. The term "Hazardous Materials" means any substance (a) the presence of which requires reporting, investigations, or remediation under any current federal, state, or local statute, regulation or ordinance or (b) which are currently defined as hazardous substances, toxic substances, regulated substances, pollutants, or contaminants under any current federal, state, or local statute, regulation, or ordinance, including hydrocarbons and asbestos. 6. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller, now and at Closing, as follows: (a) Authority; Enforceability. This Agreement is expressly made subject to the approval of the Fayetteville City Council and is not valid or binding until the City Council has voted to approve the same. No other authorizations or approvals, creditors, or otherwise, are necessary to enable Buyer to enter into and perform the transactions contemplated herein with respect to the purchase of the Property. This Agreement has been duly and validly executed and delivered by Buyer, is a valid and legally -binding agreement of Buyer, and, assuming a vote approving the same by the City Council and assuming due acceptance and execution thereof by Seller, is enforceable against Buyer in accordance with its terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; and Real Estate Contract—Fayetteville, AR 4 • • • (b) Advice of Attorney. Buyer understands and acknowledges that the purchase of the Property and the other transactions contemplated hereby are typical of transactions in which the advice of an attorney is typically sought. Buyer has either sought and obtained the advice of an attomey in this regard or waived the right to seek such advice. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER ACKNOWLEDGES THAT IT HAS INSPECTED THE PROPERTY AND WILL TAKE THE SAME AT CLOSING IN AN "AS IS, WHERE IS, WITH ALL FAULTS" CONDITION. BUYER HEREBY WAIVES AND RELEASES ANY CAUSES OF ACTION OR CLAIMS THAT IT MIGHT HAVE AGAINST SELLER RELATES TO THE CONDITION OF THE PROPERTY OTHER THAN FOR BREACHES OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE THE CLOSING. 7. Covenants of the Parties. Each party to this Agreement shall use its reasonable efforts to cause conditions to their obligations herein set forth to be satisfied prior to the date of Closing. Each of the parties hereto agrees to execute and deliver any and all further agreements, documents or instruments reasonably necessary to effectuate this Agreement and the transactions referred to herein or contemplated hereby or reasonably requested by the other party to perfect or evidence their rights hereunder. Assuming the timely satisfaction, or the waiver, of the conditions precedent to Closing set forth herein, all parties shall use their reasonable efforts to effect and complete the transactions contemplated by this Agreement as promptly as practicable. Each party shall promptly notify the other party of any information delivered to or obtained by such party which would prevent the consummation of the transactions contemplated by this Agreement, or would indicate a breach by the other party (or parties) of the representations, warranties and covenants of either party to this Agreement. 8. Title Insurance and other Closing Costs. Seller shall obtain at the Seller's expense either a certificate of title to, or a policy insuring fee simple title to the Real Property in favor of Buyer, from a Title Company/Escrow Agent of Seller's choice ("Escrow Agent"). Buyer shall have five (5) days following receipt of said title insurance commitment in which to notify Seller in writing of any exceptions to which Buyer objects, other than those set forth in Section 5(b) of this Agreement. Seller may elect, in Seller's sole discretion, to cure those exceptions which can be cured by the payment of money, and Seller shall have fifteen (15) days in which to Real Estate Contract—Fayetteville, AR 5 • • • cure any remaining exceptions. In the event Seller elects not to cure all such exceptions within such fifteen (15) day period, Buyer may by notice in writing given to Seller within ten (10) days after such election not to cure, either waive its objections to the exceptions which Seller has elected not to cure, whereupon the parties shall proceed with the Closing in accordance herewith, or terminate this Agreement, and Seller will refund Buyer the Eamest Money. Buyer and Seller hereby agree that all closing costs not expressly addressed herein shall be paid by the party typically responsible for such costs pursuant to local custom of the county where the Property is situated. 9. Deed Prior to Closing, Seller shall deliver to Escrow Agent a special warranty deed ("Deed") conveying insurable title to the Property, subject to permitted exceptions and incorporating the covenants, conditions, and restrictions set forth in Section 17 of this Agreement ("Deed Restrictions"). Upon receipt of the Purchase Price at Closing, Escrow Agent shall record the Deed and other recordable documents as may be delivered in connection with the Closing. It is further understood and agreed that the Deed Restrictions shall be inserted by the Buyer under this Agreement in every deed or ground lease to be delivered by it conveying lots, plots, or other portions of the Property or any interest therein and that such insertions of such Deed Restrictions in such deed or ground lease shall be deemed a part of the consideration of this Agreement. This section shall survive closing 10. Survey. Buyer, at Buyer's sole responsibility and expense, shall obtain a current survey of the Property made and prepared by a registered licensed surveyor ("Survey") no later than thirty (30) days after full execution of this agreement. Within five (5) days after receipt, Buyer shall furnish a copy of the Survey to both Seller and the Title Company. The legal descriptions provided by the Survey shall be the descriptions used in the deed conveying the Property to and in the title insurance policy. 11. Right of Entry. At any reasonable time prior to the closing, and at Buyer's sole cost and responsibility, Buyer or its authorized agents shall have the right to enter upon the Property for any lawful purpose, including, without limitation, conducting the Survey as contemplated by this Agreement and any site analyses, test borings, and engineering studies following advance notice to Seller of Buyer's need for access, including the scope and location of any invasive testing. If requested by Seller, the Buyer will reasonably cooperate with Seller's Real Estate Contract—Fayetteville, AR 6 • • • environmental group in conducting its environmental studies on the Property. Buyer agrees to defend, indemnify and hold harmless Seller from any damages or liability to persons or property that might arise therefrom, and Buyer agrees to repair at its sole cost and responsibility, or pay Seller the cost of, any damages caused to the Property by such entry. This Section shall survive the Closing or earlier termination of this Agreement. 12. Indemnity. Buyer indemnifies and holds harmless Seller for any claims, damages, liabilities, losses, costs and expenses (including reasonable attorney's fees and expenses) incurred or paid in settlement as a result of or relating to any environmental soil or groundwater contamination or Hazardous Materials on or below the Property. This language shall survive the Closing. 13. Taxes and Assessments. Seller shall, prior to Closing, have paid all property taxes • and assessments levied or extended in the future on the Property for 2003 and prior years; such taxes and assessments for 2004 and any year thereafter, shall be prorated between the parties as of the Closing Date. 14. Real Property Transfer Tax. Any real property or other transfer tax imposed by the State of Arkansas in connection with the transactions contemplated hereby shall be paid by the party required to pay such tax or taxes by the laws of the State of Arkansas, or otherwise pursuant to local custom. 15. Broker's Commission. Each of the parties hereto represents and warrants to the other that there are no real estate broker's commissions due or payable on account of this Agreement or as a result of the sale of the Property to Buyer pursuant hereto. Each party agrees to defend, indemnify and hold the other hereunder harmless from and against any claim for any such commissions, fees or other form of compensation by any such third party claiming through the indemnifying party, including, without limitation, any and all claims, causes of action, damages, cost and expenses (including reasonable attorney's fees and court costs), associated therewith. 16. Termination. (a) This Agreement may be terminated at any time prior to the Closing: (i) by mutual consent of Seller and Buyer; or (ii) by Buyer pursuant to Section 8 hereof; or Real Estate Contract—Fayetteville, AR 7 • (b) • • (iii) due to a material default by either party of the Agreement which goes uncured for ten (10) days after notice. In the event of termination of this Agreement by Seller or Buyer as provided above, this Agreement will forthwith become void, provided, however, if terminated pursuant to 16(a)(i) or a Buyer default under 16(a)(iii), Buyer shall reimburse Seller for all costs, including but not limited too, title fees, survey costs and legal fees, incurred in connection with this Agreement. If terminated pursuant to 16(a)(ii) or a Seller default under 16(a)(iii), the Earnest money will be refunded to Buyer: 17. Deed Restrictions. With respect to Deed Restrictions to be placed on the Property, Seller and Buyer hereby agree to the following: (a) Buyer covenants that the Property shall not be used for or in support of the following: (i) the manufacturing of food products. (b) All such covenants, conditions, and restrictions shall remain in effect for a period of Twenty (20) years. The aforesaid covenants, conditions, and restrictions shall run with and bind the Property, and shall bind Buyer, or its successors or assigns, and shall inure to the benefit of and be enforceable by Seller, or an affiliated company, or its successors and assigns, by any appropriate proceedings at law or in equity to prevent such violations of such covenants, conditions, and restrictions and/or to recover damages for such violations. 18. Miscellaneous. (a) Goveming Law. This Agreement shall be governed by, and construed under, the laws of the State of Arkansas, all rights and remedies being governed by said laws. (b) Assignment. This Agreement shall apply to, and shall be binding in all respects upon, and shall inure to the benefit of, the respective successors, assigns and legal representatives of the parties hereto; provided, however, that this Agreement may not be assigned, in whole or in part, by any party without first obtaining the written consent of the other party. (c) Waiver. No waiver of any term, provision or condition of this Agreement in any one or more instances, shall be deemed to be or be construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement. The rights or remedies set forth herein are in addition to any rights or remedies which may be granted by law or equity. Real Estate Contract—Fayetteville, AR 8 • • (d) Entire Agreement and Modification. This Agreement is intended by the parties hereto as a final expression of their agreement with respect to the subject matter hereof and is intended as a complete and exclusive statement of the terms and conditions of this Agreement. This Agreement may not be modified, rescinded or terminated orally, and no modification, rescission, termination or attempted waiver of any of the terms, provisions or conditions hereof (including this subsection) shall be valid unless in writing and signed by the party against whom the same is sought to be enforced. (e) Section Headings. The headings of sections contained in this Agreement are provided for convenience only. They form no part of this Agreement and shall not affect its construction or interpretation. All references to sections or subsections refer to the corresponding sections and subsections of this Agreement. All words used herein shall be construed to be of such gender or number as the circumstances require. This "Agreement" shall mean this Agreement as a whole and as the same may, from time to time hereafter, be amended, supplemented or modified The words "herein," "hereby," "hereof," "hereinabove" and "hereinbelow," and words of similar import, refer to this Agreement as a whole and not to any particular section, subsection, paragraph, clause or other subdivision hereof, unless otherwise specifically noted. (0 Time of Essence. With respect to all time periods and duties set forth in this Agreement, time is of the essence. (remainder of page left intentionally blank) Real Estate Contract—Fayetteville, AR 9 • • • Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be but one and the same Agreement. IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be duly executed as of the date firs‘an. • q,S, YO,c•:, cn•ME • 0• •�BUYER: E ; fAYETIEVILLE; = CITY OF FAYETTEVILLE, ARKANSAS, "s▪ �z•,•'ti z•a Muni& .. Corporation e7:*-1RKANS"Pel QVLGL [t t 1 .."...01./ WITNESS: Sondra Smith, City Clerk ATTEST: tpweeele Title: Real Estate Contract—Fayetteville, AR Dan oody, Ma • SELLER: TYSON FOODS, INC., a Delaware corporation 10 By: Title: a • • EXHIBIT "A" PROPERTY DESCRIPTIONS ***NOTE: (An updated legal description will be inserted here upon completion of the Survey as specified in section 9 of this Agreement)*** It is the intent of this Agreement to convey title only Donor's land surrounding the building commonly known as the old Mexican Original Processing Plant located at the southeast comer of Highway 16 and Happy Hollow Road Fayetteville, AR. PacePafcei. Ni;. 165-15221430C: ;peed HOOK +093 at Face 857.: Partt uI the Northeast C .arter (NE'":} of he Vert •.vcs1 Ct.arler 'N':J„1 of `,oc tir-n 23 Towt:si .p :8 Ncrin n' Range 30 1: est of :-if:h 15:5 P- rieca: Merid.a'1 'Nasnir ton County. Arkansas. mare ca.•.c,.:ar v CBSe:-Lce as 'OlinmS, to-.. t. fie'.:. nrl 1^y at a pour;: en t^e east. richt of v.41y of H191-vm: ay ::ass :vnich s 10.00 `cel Pas: and N G3' 25.30' k 2L'_OO'ce: Voir he SW comer of so:a NL% 0' 'wv,i of Sect or 23. f--c_-N. 12-3C :'J. :pence oior, saic r ght of way N 03. 25' CG F. 40.00 feet. :nenre :eaving sniff richt nl 'o ay East OC.00 feet. 1-e' ce N OC ' 25' CO.= 160 CO 'net. (recce Wes: 90.00 `eel In the Fast rgt•t of way of :1iy`lv.•ay:6 ay -pass. t'trncc .tioreg sa.d r x11•: c:f ::•;.r N CO.25.80" E 530.0C feet. fie -Tee I4 69` 3C' 30' E 1:4.00 feet to :he inle-sectrcn ;I 1'1e [:cxdl-e y •:git of .vas, of Higr n'ay 16. trertr:e :tong said 9. , or :vay S 67' 5 59' E 87 53 feel trace. S 70' 00' CO' c 23 t.ii;) Zeta, thence- S 75' 31 •:7' r 23.: oo fee: 1., lhr; .i :exec' : - 01 Inc kNesi r 9r1 of way el Ray Avenuc- :herce a1onn said right el way S 01' .17 Si:" S: 2Si4.69 feel. thence S 01' 00 :C- f. 330.2' }e%:_ thence IP v:itgsaic'Irh: of Way \Ves: 15C.00 `ee Ihence Seth '71.30 feet. to a^ exist n_c; fe-ce;i te, Ihenreekln,said 'enrelire :Yc51257.i0fee:.trencc eavin;s»ir'ence:ineN00'25'CO' E20C JC feet- Ihrr;e Wrest 740 Cil feel lo' -c PO Int of Liegineur1g, Cnr:arr.ng I_1fi aces, Tore or less sr.olecl to r 911 of way ;aril erscrvenls of rec;ore (Also Known as :85' E. Bends ;fie 1?roc::'-a•ae t.ev: le Ar'.arsas. an; ird:.des ianc. ail 9;.i oir;is. and ccnu reiienfs ) NOTE: The cbovc desc' p:icn does floc :n ;It.uL Parcels N Jul tiered 7tt1.) 15254-0X)0 and 765-15205-000. tuge:'1cr arr.0-Jnifg to 0.33± acres. which d•e Irltendc,I to he rrnrt r.r this transaction Less and except: the building and land beneath the building commonly known as the old Mexican Original Processing Plant located at the southeast corner of Highway 16 and Happy Hollow Road Fayetteville, AR. • • MICROVILR+i1)' Et -5, i/i-�� A4/ 4#nihnt rt! mf REAL ESTATE DONATION AGREEMENT THIS REAL ESTATE DONATION AGREEMENT (the "Agreement"), made and entered into this day of September, 2004 by and between Tyson Foods, Inc., a Delaware corporation (hereinafter called "Donor"), and The City of Fayetteville, an Arkansas Municipal corporation (hereinafter referred to as "Donee"). This Agreement shall become effective on the date of the full execution by both parties hereto ("Effective Date"). WITNESSETH: WHEREAS, Donor is the owner of certain real property located in Washington County, Arkansas; and WHEREAS, subject to the terms and conditions set forth herein, Donee desires to accept said property from Donor and Donor desires to convey said property to Donee; NOW, THEREFORE, in consideration of the premises recited, of the covenants, agreements and provisions of this Agreement, the parties hereby agree as follows: 1. Agreement to Convey. Donor hereby agrees to convey to Donee, and Donee hereby agrees to accept the donation from Donor, upon the terms and conditions hereinafter set forth, the lands situated in Washington County, Arkansas, more particularly described on Exhibit "A" attached hereto, together with all improvements thereon, and all rights, privileges and appurtenances pertaining thereto, but subject to any matter disclosed herein, all recorded or restrictions, easements, and other matters of record. All property conveyed pursuant to this Agreement is hereinafter referred to as the "Property." 2. Closing. (a) Time and Place. Subject to the terms and conditions set forth in this Agreement, closing for the donation of the Property shall take place at a time and place as is mutually agreed to by Donor and Donee; provided, however that if any of the conditions to Closing set forth in this Agreement have not been satisfied or waived by the party entitled to the benefit of such condition, the Closing will take place on the third business day after such condition has been satisfied or Oft waived, but in no event shall the closing occur later than January 31, 2005. The time at which such closing occurs shall hereinafter be referred to as the "Closing" and the date on which the Closing occurs shall hereinafter be referred to as the "Closing Date." Donation of Real Estate—Fayetteville, AR 1 • • • 3. Conditions Precedent to Closing. Donee represents and Donor hereby acknowledges that Donee intends to use the Property for municipal purposes ("Intended Use"). Therefore, the donation contemplated by this Agreement is subject to the following conditions precedent: (a) If the Survey provided for in Section 9 of this Agreement discloses any condition which renders the Property unusable for the Intended Use (as determined in Donee's reasonable discretion), then Donee may rescind this Agreement, provided, however, that Donee has exercised such rescission right by giving Donor written notice with evidence of such condition no later than December 15, 2004. (b) If the results of the analyses, inspections, test borings, or studies pursuant to this Agreement, disclose that the physical condition of the Property, including the existence of hazardous wastes and toxic substances, will prevent Donee from reasonably developing the Property for the Donee's intended use, then Donee or Donor may rescind this Agreement, provided however, that the Donee or Donor has notified the other party in writing with evidence of such unacceptable condition within fifteen (15) days after the Donee or Donor receives the results of such analyses, inspections, borings, or engineering studies, but not later than December 15, 2004. (c) Donee, being able to obtain the approval of the donation of the Property contemplated by this Agreement by the City Council of Fayetteville. Donee covenants to use its best efforts, and act in a good faith and diligent manner to obtain such approval from the Fayetteville City Council. If Donee is unable to obtain such a commitment, then Donee may rescind this Agreement, provided however, that Donee has notified Donor in writing, but not later than December 15, 2004. (d) Donee completing its purchase of that certain building adjacent to the Property (commonly know as the old Mexican Original Processing Plant located at the southeast corner of Highway 16 and Happy Hollow Road Fayetteville, AR). If such purchase is not completed by the Donee on or before January 31, 2005, or the purchase is otherwise terminated, then Donor may rescind this Agreement with there being no further obligations to Donee. 4. Representations and Warranties of Donor. Donor hereby represents and warrants to Donee, now and at Closing, as follows: Donation of Real Estate—Faytticville, AR 2 • • • (a) Authority; Enforceability. No authorizations or approvals, whether of governmental bodies, creditors, or otherwise, are necessary to enable Donor to enter into and perform the conveyance contemplated herein with respect to the donation of the Property. This Agreement has been duly and validly executed and delivered by Donor, is a valid and legally - binding agreement of Donor, and, assuming due acceptance and execution thereof by Donee, is enforceable against Donor in accordance with its terms; and (b) Title to Property. Donor has good and marketable title to, and is in possession of, the Property free and clear of all security interests, including any conditional sale or other title retention agreements, mortgages, pledges, assessments, or defects in title that would render the title to the Property uninsurable or unmarketable, except for current ad valorem taxes, matters of public record and minor encroachments or matters not material to the use or occupation thereof. Neither the whole nor any portion of the Property has been condemned, requisitioned or otherwise taken by any public authority, and no notice of any such condemnation, requisition or taking has been received by Donor. To the knowledge of Donor, no such condemnation, requisition or taking is threatened or contemplated. (c) Disclaimer. DONOR MAKES NO REPRESENTATION OR WARRANTY (EXCEPT AS TO THE WARRANTY OF TITLE CONTAINED IN THE DEED) CONCERNING THE VALUE OF THE PROPERTY, THE CONDITION OF ANY IMPROVEMENTS LOCATED UPON THE • PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE PRESENCE OR ABSENCE OF ANY HYDROCARBONS, ASBESTOS, ENVIRONMENTAL, HAZARDOUS MATERIAL OR TOXIC CONTAMINATION OF THE PROPERTY, THE SUITABILITY OF THE PROPERTY FOR A PARTICULAR PURPOSE, THE GEOLOGICAL CONDITION OF THE PROPERTY, THE MERCHANTABILITY OF THE PROPERTY, OR ITS FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION SHALL SURVIVE THE CLOSING OR EARLIER TERMINATION OF THE AGREEMENT. The term "Hazardous Materials" means any substance (a) the presence of which requires reporting, investigations, or remediation under any current federal, state, or local statute, regulation or ordinance or (b) which are currently defined as hazardous substances, toxic substances, regulated substances, pollutants, or Donation of Real EstateFayeneville, AR 3 • contaminants under any current federal, state, or local statute, regulation, or ordinance, including hydrocarbons and asbestos. 5. Representations and Warranties of Donee. Donee hereby represents and warrants to Donor, now and at Closing, as follows: (a) Authority; Enforceability. This Agreement is expressly made subject to the approval of the Fayetteville City Council and is not valid or binding until the City Council has voted to approve the same. No other authorizations or approvals, creditors, or otherwise, are necessary to enable Donee to enter into and -perform the transactions contemplated herein with respect to the conveyance of the Property. This Agreement has been duly and validly executed and delivered by Donee, is a valid and legally -binding agreement of Donee, and, assuming a vote approving the same by the City Council and assuming due acceptance and execution thereof by Donor, is enforceable against Donee in accordance with its terms, and (b) Advice of Attorney. Donee understands and acknowledges that the donation of the Property and the other transactions contemplated hereby are typical of transactions in which the advice of an attorney is typically sought. Donee has either sought and obtained the advice of an attomey in this regard or waived the right to seek such advice. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DONEE ACKNOWLEDGES THAT IT HAS INSPECTED THE PROPERTY AND WILL TAKE THE SAME AT CLOSING IN AN "AS IS, WHERE IS, WITH ALL FAULTS" CONDITION. DONEE HEREBY WAIVES AND RELEASES ANY CAUSES OF ACTION OR CLAIMS THAT IT MIGHT HAVE AGAINST DONOR RELATES TO THE CONDITION OF THE PROPERTY OTHER THAN FOR BREACHES 'OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE THE CLOSING. 6. Covenants of the Parties. Each party to this Agreement shall use its reasonable efforts to cause conditions to their obligations herein set forth to be satisfied prior to the date of Closing. Each of the parties hereto agrees to execute and deliver any and all further agreements, documents or instruments reasonably necessary to effectuate this Agreement and the transactions referred to herein or contemplated hereby or reasonably requested by the other party to perfect or evidence their rights hereunder. Assuming the timely satisfaction, or the waiver, of the conditions precedent to Closing set forth herein, all parties shall use their reasonable efforts to effect and Donation of Real Fstatc—Fayeneville, AR • • • complete the transactions contemplated by this Agreement as promptly as practicable Each party shall promptly notify the other party of any information delivered to or obtained by such party which would prevent the consummation of the transactions contemplated by this Agreement, or would indicate a breach by the other party (or parties) of the representations, warranties and covenants of either party to this Agreement. 7. Title Insurance and other Closing Costs. Donor shall obtain at the Donor's expense either a certificate of title to, or a policy insuring fee simple title to the Real Property in favor of Donee, from a Title Company/Escrow Agent of Donor's choice ("Escrow Agent"). Donee shall have five (5) days following receipt of said title insurance commitment in which to notify Donor in writing of any exceptions to which Donee objects, other than those set forth in Section 4(b) of this Agreement. Donor may elect, in Donor's sole discretion, to cure those exceptions which can be cured by the payment of money, and Donor shall have fifteen (15) days in which to cure any remaining exceptions. In the event Donor elects not to cure all such exceptions within such fifteen (15) day period, Donee may by notice in writing given to Donor within ten (10) days after such election not to cure, either waive its objections to the exceptions which Donor has elected not to cure, whereupon the parties shall proceed with the Closing in accordance herewith, or terminate this Agreement, and Donor will refund Donee the Eamest Money. Donee and Donor hereby agree that all closing costs not expressly addressed herein shall be paid by the party typically responsible for such costs pursuant to local custom of the county where the Property is situated. 8. Deed. Prior to Closing, Donor shall deliver to Escrow Agent either a quit claim deed, or a special warranty deed ("Deed") conveying insurable title to the Property, subject to permitted exceptions and incorporating the covenants, conditions, and restrictions set forth in Section 16 of this Agre ment ("Deed Restrictions"). At Closing, Escrow Agent shall record the Deed and other recordable documents as may be delivered in connection with the Closing. It is further understood and agreed that the Deed Restrictions shall be inserted by the Donee under this Agreement in every deed or ground lease to be delivered by it conveying lots, plots, or other portions of the Property or any interest therein and that such insertions of such Deed Restrictions in such deed or ground lease shall be deemed a covenant of this Agre ment. This section shall survive closing Donation of Real Estate—Fayetteville, AR 5 • • rv�T a • 9. S y Donee, at Donee's sole responsibility and expense, shall obtain a current survey of the Property made and prepared by a registered/licensed surveyor ("Survey") no later than thirty (30) days after full execution of this age menta Within five (5) days after receipt, Donee shall furnish a copy of the Survey to both Donor and the Title Company. The legal descriptions provided by the Survey shall be the descriptions used in the deed conveying the Property to and in the title insurance policy. 10. Right of Entry. At any reasonable time prior to the closing, and at Donee's sole cost and responsibility, Donee or its authorized agents shall have the right to enter upon the Property for any lawful purpose, including, without limitation, conducting the Survey as contemplated by this Agreement and any site analyses, test borings, and engineering studies following advance notice to Donor of Donee's need for access, including the scope and location of any invasive testing. If requested by Donor, the Donee will reasonably cooperate with Donor's environmental group in conducting its environmental studies on the Property. Donee agrees to defend, indemnify and hold harmless Donor from any damages or liability to persons or property that might arise therefrom, and Donee agrees to repair at its sole cost and responsibility, or pay Donor the cost of, any damages caused to the Property by such entry. This Section shall survive the Closing or earlier termination of this Agre ment. 11. Indemnity. Donee indemnifies and holds harmless Donor for any claims, damages, liabilities, losses, costs and expenses (including reasonable attorney's fees and expenses) incurred or paid in settlement as a result of or relating to any environmental soil or groundwater contamination or Hazardous Materials on or below the Property. This language shall survive the Closing. 12. Taxes and Assessments. Donor shall, prior to Closing, have paid all property taxes and assessments levied or extended in the future on the Property for 2003 and prior years; such taxes and assessments for 2004 and any year thereafter, shall be prorated between the parties as of the Closing Date. 13. Real Property Transfer Tax. Any real property or other transfer tax imposed by the State of Arkansas in connection with the transactions contemplated hereby shall be paid by the party required to pay such tax or taxes by the laws of the State of Arkansas, or otherwise pursuant to local custom. Donation of Real Fstate-Fayetteville, AR 6 • • 14. Broker's Commission. Each of the parties hereto represents and warrants to the other that there are no real estate broker's commissions due or payable on account of this Agreement or as a result of the sale of the Property to Donee pursuant hereto. Each party agrees to defend, indemnify and hold the other hereunder harmless from and against any claim for any such commissions, fees or other form of compensation by any such third party claiming through the indemnifying party, including, without limitation, any and all claims, causes of action, damages, cost and expenses (including reasonable attorney's fees and court costs), associated therewith. 15. Termination. (a) This Agreement may be terminated at any time prior to the Closing: (i) by mutual consent of Donor and Donee; or (ii) by Donee pursuant to Section 7 hereof; or (iii) due to a material default by either party of the Agreement uncured for ten (10) days after notice. (b) In the event of termination of this Agreement by Donor or Donee which goes as provided above, this Agreement will forthwith become void. 16. Deed Restrictions. With respect to Deed Restrictions to be placed on the Property, Donor and Donee hereby agree to the following: (a) Donee covenants that the Property shall not be used for or in support of the following: (i) the manufacturing of food products. (b) All such covenants, conditions, and restrictions shall remain in effect for a period of Twenty (20) years. The aforesaid covenants, conditions, and restrictions shall run with and bind the Property, and shall bind Donee, or its successors or assigns, and shall inure to the benefit of and be enforceable by Donor, or an affiliated company, or its successors and assigns, by any appropriate proceedings at law or in equity to prevent such violations of such covenants, conditions, and restrictions and/or to recover damages for such violations. 17. Miscellaneous. (a) Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Arkansas, all rights and remedies being governed by said laws. (b) Assignment. This Agreement shall apply to, and shall be binding in all respects upon, and shall inure to the benefit of, the respective successors, assigns and legal representatives Donation of Real Estate—Fayetteville, AR 7 • • • of the parties hereto; provided, however, that this Agreement may not be assigned, in whole or in part, by any party without first obtaining the written consent of the other party. (c) Waiver. No waiver of any term, provision or condition of this Agreement in any one or more instances, shall be de med to be or be construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement. The rights or remedies set forth herein are in addition to any rights or remedies which may be granted by law or equity (d) Entire Agreement and Modification. This Agreement is intended by the parties hereto as a final expression of their agreement with respect to the subject matter hereof and is intended as a complete and .exclusive statement of the terms and conditions of this Agreement. This Agreement may not be modified, rescinded or terminated orally, and no modification, rescission, termination or attempted waiver of any of the terms, provisions or conditions hereof (including this subsection) shall be valid unless in writing and signed by the party against whom the same is sought to be enforced. (e) Section Headings. The headings of sections contained in this Agreement are provided for convenience only. They form no part of this Agreement and shall not affect its construction or interpretation. All references to sections or subsections refer to the corresponding sections and subsections of this Agre ment. All words used herein shall be construed to be of such gender or number as the circumstances require. This "Agreement" shall mean this Agreement as a whole and as the same may, from time to time hereafter, be amended, supplemented or modified. The words "herein," "hereby," "hereof," "hereinabove" and "hereinbelow," and words of similar import, refer to this Agreement as a whole and not to any particular section, subsection, paragraph, clause or other subdivision hereof, unless otherwise specifically noted. (f) Time of Essence. With respect to all time periods and duties set forth in this Agreement, time is of the essence. (Remainder of page left intentionally blank) Donation of Real Estate—Paycttevil le, AR 8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be but one and the same Agreement. IN WITNESS WHEREOF, Donor and Donee have caused this Agreement to be duly executed as of the date first WITNESS: FAYETiEVILLE' ? CITY OF FAYETTEVILLE, ARKANSAS, : 3 a Munici1 Corporation„ Dan'Cb6dy, Mayor DONOR: TYSON FOODS, INC., a Delaware corporation By: Title: ATTEST: Title: Donation of Real Estate —Fayetteville, AR 9 EXHIBIT "A" PROPERTY DESCRIPTIONS ***NOTE: (An updated legal description will be inserted here upon completion of the Survey as specified in section 9 of this Agreement)*** It is the intent of this Agreement to convey title only Donor's land surrounding the building commonly known as the old Mexican Original Processing Plant located at the southeast corner of Highway 16 and Happy Hollow Road Fayetteville, AR. Parcel No. 765-15227-000 (Deed Book 1093 at Page 857) Part of the Northeast Quarter.(NE'/.) of the Northwest Quarter (NW''A) of Section 23. Township 16 North of Range 30 Wes[ of Fifth (S'"') Principal Meridian, Washington County, Arkansas, more particularly described -as follows; to -wit: Beginning at a point on the east right of way of Highway 16 by-pass which is 10.00 feet Eastand N 00°_25' 00 E 20000 feet from the SW corner o(said NE'/.o( NW'!. of Section 23. T -16-N, R -30-W; thence along said right of way N 00° 25' 00° E 40.00 feet, thence leaving said right of way East .90.00 feet;thence N 0025' 00' E 160.00 feel, thence West 90.00 feet to the East rightofway of Highway 16 by-pass, thence along said right of way N 00° 2S 00" E 538.00 feet, thence N 696 30' 00' E114,00 feet to the intersection of the southerly right of way of Highway 113, thence along said.right of ways 67'.54' 59" E•87.83 feet, thence S70 0000' E 233.00 feet, thence S 7531` 47' E 24456 feet to the intersection of the West right of way of Ray Avenue, thence along said right of,way'SOV 42' 54` W 294.69 feel. thence S 01° 00' 10" E 330.27 feet, thence leaving said right of way West 150.00 feet, thence South 179.30 feet to an existing fence line, thence along said fence line West 257.70 feet, thence leaving said fence'line N 00° 25' 00° E 200.00 feet, thence West 240.00 feet to the Point of Beginning, Containing 11.16 acres, more or less, subject to right of way and easements of record. (Also known as 1851 E. Huntsville Road, Fayetteville, Arkansas, and includes land, all buildings, and accoutrements.) NOTE: The above description does rrmt include Parcels Numbered 765-15204-000 and 765.15205-000, together amounting to 0.333 acres, which are intended to be part of this transaction. Less and except: the building and land beneath the building commonly known as the old Mexican Original Processing Plant located at the southeast comer of Highway 16 and Happy Hollow Road Fayetteville, AR. Donation of Real Estate—Fayenevillc, AR 10 •City of Fayetteville, Arkansas Budget Adjustment Form • Budget Year Department: Sales Tax Capital Improvements Date Requested Division: 2004 7/20/2004 Program: Project or Item Requested: $1,100,000 is requested for the purchase of the Tyson Foods complex located at 1851 East Huntsville Road. Justification of this Increase: The complex will be used for a Joint Public Safety facility to be used by the Police Department, the Fire Department, and the Fayetteville District Court. Account Name Adjustment Number 'oject or Item Deleted: $150,000 from the Building Improvements capital project. None. To recognize $551,000 from the sale of the public library. None. To recognize $299,000 in additional investment earnings. istification of this Decrease: A portion of the Building Improvements slated for 2004 will be moved to 2005. The sale of the Citys portion of the old Fayetteville Public Library will result in $551,000 in additional revenue. The Sales Tax fund is estimated to have an additional $409,000 in revenue by the end of 2004. Increase Budget (Decrease Revenue) Number Amount Project Number Land acquisition 4470 9470 5805 00 1,000,000 04008 1 Transf to Cap Improvement 1010 6600 7602 47 551,000 Decrease Budget (Increase Revenue) Account Name Account Number Amount Project Number Interest -investments 4470 0947 4708 00 299,000 Transfer from General 4470 0947 6602 01 551,000 Gaintloss-sale of assets 1010 ' 0001 4881 02 -551,000 Building & grounds maint 4470 9470 5400 00 150,000 02046 1 Approval Signatures Requested y Date -S udget M nager Date Date Date ate Budget Office Use Only Type: A B Date of Approval Posted to General Ledger Posted to Project Accounting Entered in Category Log CJE Initial Date Initial Date Initial Date Initial Date NAME OF FILE: Resolution No. 111-04 w/agreements and budget adjustment CROSS REFERENC Item # Date Document 1 76/04 Staff Review Form 2 copy of Construction & Operating Costs 3 map of Public Safety Command Center 4 copy of PowerPoint presentation 5 copy of Executive Summary 6 copy of draft Offer & Acceptance Contract 7 copy of draft resolution 6 memo to Coy Hurd g memo to mayor from Chief Hoyt 10 copies of pictures 11 12 13 14 15 16 NOTES: 7/22'/oQ STAFF 1tVIEW FORM - FINANCIAL OBLIGATIO• i'1 XX AGENDA REQUEST CONTRACT REVIEW %b/6y/(!d4 an�flt4, GRANT REVIEW Li 5 ncd(q01 For the Fayetteville City Council Meeting of: July 20,2004 FROM: Coy Hurd Building Services Finance and Internal Services Name Division Department ACTION REQUIRED: The action required is the adoption of a resolution authorizing City Staff to develop and present to the Tyson Food Company an Offer and Acceptance Document regarding purchase of the Tyson Complex located at 1851 East Huntsville Road. The amount of the offer will not exceed $1,100,000 and is contingent upon an investigation of the acceptablity of the condition of the roof and the absence of any toxic materials or buried fuel tanks on the site. Please note the attached Space Needs Report. In addition, approval of the attached budget adiustment will be required. COST TO CITY: $1,100,000.00 4470.9470.5805.00 Account Number 04008.1 $ 100,000.00 Category/Project Budget 0 Funds Used to Date Joint Public Safety Command Center Program Category / Project Name Other Capital Program / Project Category Name $ 100,000.00 Sales Tax Captial+BK32 Project Number Remaining Balance Fund Name BUDGET REVIEW: XX Budgeted Item XX Budget Adjustment Attached -7- 6-oy uana� Date REVIEW: //Lcl a *iE. i., Acco nting Manager ate ±� 4. kC City Attor ey a e Internal Auditor Purchasing Manager Date x%09 Date STAFF RE (j % l�/%f/4eceived in Mayor's Office Divisio H j Da Date Cross Reference: Department Di e r Date Previous Ord/Res#: Finance & Internal Services Dir. Date Orig. Contract Date: 9 - U Orig. Contract Number: Chief A ,rat Officer Date New Item: Yes No 7 �© Mayor Date (5 71 City of Fayetteville, Arkansas Construction and Operating Cost Comparison Fire Station Three & Five and Public Safety Complex Public Safety Complex Alternative Locations Location Joint Public Safety Complex Fire Station Three with Equipment Fire Station Five Total Predicted Increased Cost (Cost Avoidance) Other Cost Avoidance Potential: Huntsville @ Happy Hollow Intersection Improvement Right -of -Way Purchase Total Cost (Avoidance) over 2004 Predicted Cost Difference Mexican Between Alternative Original Location Cost Mexican Location Cost Original and Increase Increase (Avoidance) Alternative (Avoidance) Impact Locations - Impact Increased or (Avoided) Cost (5,557,000) 1,136,000 , (6,693,000) 292,000 1,300,000 (1,008,000) 450,000 450,000 0 (4,815,000) 2,886,000 (7,701,000) included in above 100,000 (100,000) (4,815,000) 2,986,000 (7,801,000) Capital Cost Avoidance Summary 3 J:\Facilities\Justice Center\Site Cost Comparison City of Fayetteville, Arkansas Construction and Operating Cost Comparison Fire Station Three & Five and Public Safety Complex Public Safety Complex Alternative Locations Summary Green Field Development Capital Investment - Alternative Location(s) Impact Joint Public Safety Complex Fire Station Three with Equipment Fire Station Five Total Predicted Cost and/or Additional Cost or (Cost Avoidance) Other Cost Increase Potential: Huntsville @ Happy Hollow Intersection Improvement Right -of -Way Purchase Total Cost Increase(Avoidance) over 2004 Predicted Cost Predicted 2004-2008 Average Cost Capital Impact for All Cost Increase or Improvement Locations Except (Avoidance) Program Mexican Original Site $ 16,000,000 $ 17,136,000 $ 1,136,0 00 $ 1,870,000 $ 3,170,000 $ 1,300,000 $ 1,400,000 $ 1,850,000 $ 450,000 $ 19,270,000 $ 22,156,000 $ 2,886,000 100,000 $ 2,986,000 Operating Cost Increase - Fire Station Three, Fire Station Five and Public Safety Complex - Phase- Year Fire Station Fire Station Five Public Safety Predicted In Proposal - Alternative Location Impact Three Complex Change Firefighters and Operating Expenses 2006 $ 683,000 $ 0 $ $ 683,000 Insurance 2006 15,100 15,100 Utilities 2006 75,000 75,000 Janitorial 2006 16,000 16,000 Maintenance Worker 2006 45,000 45,000 Supplies and Materials 2006 30,450 30,450 Total Predicted Impact for 2006 $ 683,000 $ 0 $ 181,550 $ 864,550 Firefighters and Operating Expenses 2007 $ 717,000 $ 0 $ $ 717,000 Insurance 2007 15,100 15,100 Utilities 2007 150,000 150,000 Janitorial 2007 17,000 17,000 Maintenance Worker 2007 47,000 47,000 Supplies and Materials 2007 30.450 30,450 Total Predicted Impact for 2007 $ 717,000 $ 0 $ 259,550 $ 976,550 Firefighters and Operating Expenses 2008 $ 753,000 $ 0 $ $ 753,000 Insurance 2008 15,100 15,100 Utilities 2008 175,000 175,000 Janitorial 2008 18,000 18,000 Maintenance Worker 2008 49,000 49,000 Supplies and Materials 2008 15,500 15,500 Total Predicted Impact for 2008 $ 753,000 $ 0 $ 272,600 $ 1,025,600 Firefighters and Operating Expenses 2009 $ 791,000 $ 0 $ $ 791,000 Insurance 2009 15,100 15,100 Utilities 2009 175,000 175,000 Janitorial 2009 19,000 19,000 Maintenance Worker 2009 51,000 51,000 Supplies and Materials 2009 15,500 15,500 Total Predicted Impact for 2009 $ 791,000 $ 0 $ 275,600 $ 1,066,600 Summary -Alternative Locations 2 J:\Facililies\Justice Center\Site Cost Comparison r i City of Fayetteville. Arkansas Construction and Operating Cost Comparison Fire Station Three & Five and Public Safety Complex Summary 06/24/04 Capital Investment - Mexican Original Location Impact Joint Public Safety Complex Fire Station Three with Equipment Fire Station Five Total Predicted Cost and/or Additional Cost or (Cost Avoidance) Other Cost Avoidance Potential: Huntsville @ Happy Hollow Intersection Improvement Right -of -Way Purchase Total Cost (Avoidance) over 2004 Predicted Cost 2004-2008 Predicted Cost Capital Impact Using the Cost Increase or Improvement Mexican Original (Avoidance) Program Site $ $ 16,000,000 $ 10,443,000 $ (5,557.000) $ 1,870,000 $ 2,162,000 $ 292,000 $ 1,400,000 $ 1,850,000 $ 450,000 $ 19,270,000 $ 14455,000 $ (4,815,000) included in above $ (4,815,000) Operating Cost Increase - Fire Station Three, Fire Station Five and Public Safety Complex - Phase- Year Fire Station Fire Station Five Public Safety Predicted In Proposal - Mexican Original Impact Three Complex Change Firefighters and Operating Expenses 2006 $ 683,000 $ 0 $ $ 683,000 Insurance 2006 15,100 15,100 Utilities 2006 50,000 50,000 Janitorial 2006 16,000 16,000 Maintenance Worker 2006 45,000 45,000 Supplies and Materials 2006 30,450 30,450 Total Predicted Impact for 2006 $ 683,000 $ 0 $ 156,550 $ 839,550 Firefighters and Operating Expenses 2007 $ 717,000 $ 0 $ $ 717,000 Insurance 2007 15,100 15,100 Utilities 2007 75,000 75,000 Janitorial 2007 17,000 17,000 Maintenance Worker 2007 47,000 47,000 Supplies and Materials 2007 30,450 30,450 Total Predicted Impact for 2007 $ 717,000 $ 0 $ 184,550 $ 901,550 Firefighters and Operating Expenses 2008 $ 753,000 $ 0 $ $ 753,000 Insurance 2008 15,100 15,100 Utilities 2008 150,000 150,000 Janitorial 2008 18,000 18,000 Maintenance Worker 2008 49,000 49,000 Supplies and Materials 2008 15,500 15.500 Total Predicted Impact for 2008 $ 753,000 $ 0 $ 247,600 $ 1,000,600 Firefighters and Operating Expenses 2009 $ 791.000 $ 0 $ $ 791,000 Insurance 2009 15.100 15,100 Utilities 2009 175,000 175,000 Janitorial 2009 - 19,000 19,000 Maintenance Worker 2009 51,000 51,000 Supplies and Materials 2009 15.500 15,500 Total Predicted Impact for 2009 $ 791,000 $ 0 $ 275,600 $ 1,066600 Summary Page 1 J:\Facilities\Justice Center\Site Cost Comparison 0 A B C IDI E F G El_________ 1 J 1 City of Fa tteville, Arkansas 2 Construction and O ratio Cost Com arison 3 Public Safet Com lex 5 06/21/04 6 Work -In -Progress - Subject to Change 17 8 Proposed Location (sJ - Public Safety Complex _ Rock Street Cato Springs HWY 112 @ 1-540 Mexican Original 10 Building 11 Demolition of Existin Facilites $ 500,000 $ 0 $ 0 $ 75,000 12 Costruction/Renovation of New/Additional Facilites - Public Safety ComplexP13,440,000 13,440,000 13,440.000 6,325.00013 Exterior Treatment - Mexican Oriinal 0 0 175,00014 Architectural Fees 1,115,000 1,115,000 650,00015 Contin enc 1,075,000 1,075,000 764,00016 Temporary O ratio S ace 0 0 0 171 18 Building Cost Predicted based on 2004 Values 15,630,000 15,630,000 7,989,000 1920Land Purchase 21Public Safety Com lex 0 500,000 1.500,000 2223 Land Cost (Predicted based on 2004 Values) 0 500,000 1,500.000 24 25 Other Capital Expenses 26 Fiber O tic Connection To Ci Admin Buildin Predicted based on 2004 Values 0 207,000 248,000 217,000 27 Fiber Optic Connection To County Jail (Predicted based on 2004 Values) 199,000 74.000 199,000 137,000 28 Furnishings & Equipment (Budget Amount only) 500,000 500,000 500,000 500,000 29 Moving Cost and Other Costs 200,000 100,000 100,000 100,000 30 31 Total Other Ca itp al Ex enses 899,000 881,000 1,047,000 954,000 32 33 Predicted Cost Based on 2004 Values $ 17,719,000 $ 16,511,000 $ 17,177,000 $ 10.443,000 134 ___ 35 Mexican Original Cost Avoidance over Average cost of Other Locations $ (6,693,000) 36 37 Fire Station Three 38 Construction/Renovation 2004 Cost 1,620,000 1,620,000 1 1,620,000 842.000 39 Fire Apparatus ratus 1,320.000 1,320,000 1,320,000 1,320,000 40 Land 230,000 230.000 230,000 0 41 42 Total $ 3,170,000 $ 3,170,000 S 3.170.000 $ 2,162,000 43 44 Mexican Original Cost Avoidance over Average cost of Other Locations $ (1,008,000) 45 46 Fire Station Five (Relocation) 47 Construction/Renovation 2004 Cost 1,620,000 1,620,000 1,620,000 1,620,000 48 Land 230,000 230.000 230,000 230,000 49 50 Total $ 1,850,000 $ 1,850,000 $ 1,850,000 $ 1850,000 51 52 Mexican Original Cost Avoidance over Average cost of Other Locations $ 0 53 54 Total Cost Avoidance over Average Cost of Other Locations Utilizing Mexican Original $ (7,701,000) 55 56 57 Predicted cost Included in the 2004-2008 Ca ital Im rovement P ram 58 Funded Unfunded Total 59 JointPublicSafetyComplex $ 212,000 $ 15,788,000 $ 16,000,000 60 Fire Station Three (Ei ht) 0 1,500,000 1.500.000 61 Fire Station Three Ei ht - Fire A ratus 0 370,000 370,000 62 Fire Station Five 0 1,400,000 1,400,000 63 64 Total $ 212,000 $ 19,058.000 $ 19,270,000 66 Cost Re -cabby Facilil / O tional Locations Rock Street Cato Springs HWY 112 1-540 Mexican Original 68 Joint Public Safety Complex $ 17,719,000 $ 16,511,000 $ 17,177,000 $ 10,443,000 69 Fire Station Three includin a ui ment 3,170.000 3,170.000 3,170,000 2,162,000 70 Fire Station Five 1,850.000 1,850,000 1,850,000 1,850,000 71 172 Total Potential Investment in Public Safety $ 2_2,739,000 $ 21,531,000 $ 22,197,000 $ 14,455,000 73 Detail Cost Elements 4 J:\Facilities\Justice CenteASite Cost Comparison • City of Fayetteville, Arkansas Construction and Operating Cost Comparison New Cost/ Sq Calculation Bases Remodel Cost/Sq Ft ft Court space 5,000 sf 140 700,000 168.00 Prosecutor Space 2,500 sf 75 187,500 Police/Central Disp 48,000 sf 75 3,600,000 Fire Admin 4,500 sf 75 337,500 Fire & Police Traini 10,000 sf 75 750,000 Police Evidence 10,000 sf 75 750,000 Total 80,000 sf 6,325,000 Hardscape Improvements 85,000 Exterior Renovations 90,000 175,000 Fire Station Three 7,730 sf 98 Mexican Original Fire Station Three 7,730 sf 170 New Fire Station Five 7,730 sf 170 New Fiber optic cost/LF $15 To City Administration Cato 13,802 LF HWY 112 @ 1540 16,522 LF Mexican Original 14,485 LF From County Jail to Police/Court Rock 13,293 LF Cato 4,937 LF HWY 112@I540 13,293 LF Mexican Original 9,125 LF Calculation Basis 5 J:\Facilities\Justice Center\Site Cost Comparison Fire Station Deployment and Public Safety Space Needs Report to City Council Concerning Facility Location and Cost Options July 20, 2004 Issue ■ Fire response time for the east side of Fayetteville needs improving ■ Police, Court, Fire Administration, Fire Prevention, Fire Training and Prosecutor need additional space 2 1 S Need for A Fire Station Near HWY 265 and Huntsville Road ■ Location reduces response times throughout the City. ■ Helps Fire Department meet the response goals as recommended by ISO. ■ Assists in the redevelopment of South Fayetteville. Benefits of Consolidating Fire Support Services ■ Ease of access for the Public. ■ Consolidates Administrative Support Staff for multiple Divisions. ■ Provides Space for future expansion of Fire Department Support Services. ■ Provides adequate space for current and future classrooms for Department Training. IA ___ _ L JJ P Jr1J 5etJp 3' ©J �J ! rl ��rJJrJJ rcirrffoit Jbly% L JFJllJr in crJri JPrJ ♦ l ) \ )\ ) _r-4Fri . 9 ` I 'ggceips 'ctr1d J0rcU5 5C0f'cJ rl •- - dense icerrl(Ji:`/r] a, 'SrnDJ rSS� r ti;Orl Ii C19 CO J CJ`!. - • rn or priptiriJs (c!sr; r; 1f r fJ dsvicss, 'H10 CcIpFllre cJ vi a1 I�I�J li_y �. Po i 4, 'rw � t 14 t ft 3 i4 a� ,, J Lockc gD sin cli'-1 t r JfflJ 1f7C{ 1'' "© egLIJprci f t irid ! lri iiortrl5 {n`y�:' .✓ t hY i f�cl r5 if, it Js l fcliinn� pr iajr'c cwt �flp L)Jl1S .if) JI J 'PThJ'J51 LJnncJ?r 1rr P jfla;�fU s��iG i , Cost of Options — Public Safety Facilities 2004 Dollars • Stand Alone Facilities $22,156,000 - Three facilities • Co -Located Facilities $14,455,000 - Utilizing 1851 East Huntsville ■ Cost Avoidance Potential $ 7,701,000 11 Future Options • Fire Department Administration, Training and Prevention Co -Located • Police Evidence Consolidated in One Location • Police and Fire Training Shared Facilities • Police Department with Adequate Space • Court and Prosecutor with Adequate Space • Approximately 40,000 Square Feet Available for Future Municipal Needs 12 6 Project Timeline • Fire Station 3 • Land Purchase by Year End 2004 • Construction and Occupancy - 2005 • Fire Station 5 Relocation • Land Purchase by Mid -year 2005 • Construction and Occupancy - 2006 13 Public Safety Complex • Fire Station 3 2004/5 • Fire Training and Prevention 2006 • Fire Administration 2006 • Police Evidence 2006 • Police Training 2006 • Police — Remainder 2007+ • District Court 2007+ • City Prosecutor 2007+ 14 7 Ll Fire Station 3 Location Options Cost Impact Includes Building and Equipment ■ Stand Alone - $3.17 million ■ Co -Located - $2.16 million ■ Cost Avoided - $1.01 million is Potential Cost Avoidance ■ Huntsville Road and Happy Hollow Intersection Improvement Right of Way - $ 100,000 Fire Station 3 - $1,008,000 Total Cost Avoidance - $1,108,000 Resolution Request - $1,100,000 n I I City Building History ■ Current Police/Courts Building — Purchased 1989 — Occupied 1993 ■ City Maintenance Facilities (on City -owned land) — Initial Start Year/End Year 1989/1993 — Actual Start, Sequence and End 1992/2005 • Fleet • Solid Waste • Transportation • Parks and Traffic • Water & Sewer Operations Questions/Comments ■ Immediate Cost Avoidance - Intersection Improvement Right of Way Cost - Fire Station 3 - Total Immediate (2004/5) - I ■ Resolution Request - $ 100,000 $1.008,000 $1,108,000 $1,100,000 17 9 BUILDING SERVICES' OMNIBUS STATUS REPORT Ongoing Initiatives in the City Administration Building A Study of Public Safety Departments: Needs and Implications Building Services' Overall Space Plan CITY OF FAYETTEVILLE Report prepared for Stephen Davis, Finance and Internal Services Director September 2003 Coy Hurd, Ph.D. Executive Summary This omnibus report has been compiled (in part) for the purpose of researching the present and near future needs for operating space for Public Safety Divisions of city government. The research was accomplished by interviewing Heads of pertinent Divisions, and by referencing a space needs report completed in 1991. Supervisors were asked about current situations, then were further asked to project Division needs into the future. Divisions included in this report are City Prosecutor, Fire Department Administration, Fire Marshal, District Court, Police Department and Dispatch. The study confirms that most of the Public Safety Divisions of city government are approaching an acute shortage of the facility space needed to effectively accomplish their important missions, and, that future growth will likely compound this problem. Calculations show that near a 30,000 square feet increase in space is needed to accommodate adequate operations of Public Safety Divisions seventeen years into the future. Some of these space needs have developed between 1991 and the present. The remainder of the additional space requirements is driven by future changes in staff and service delivery. Building Services advocates a long-term approach to the overall question of space needs; an approach whose scope could extend into the late 2020s. This plan advocates the construction of a new facility to house the city's Public Safety Divisions, and further recommends that this complex be sited in the southern part of the city or in the North Garland area. Following the construction of the Joint Public Safety Command Center, a reallocation of space for the city offices remaining downtown could occur. Public Safety and City Administration Space Needs Assessment Ongoing Initiatives Regardless of other remodeling efforts which occur, the strong probability exists that activity will take place in the City Administration Building in the near term. These likely events and projected costs are: a) automatic locking system for City Administration Building and TCA ...........$18,600 b) floor tile replacement, south portion of First Floor ..................................... 3,700 c) recarpet building ... ...... ......................................... .... ......... .......... ..54,000 d) work in the Business Office 1. a pneumatic conveyance system for cash and checks ........................17,200 2. installation of bullet resistant glass .............. ...............................6,500 3. installation of camera and sound system........................................5,500 4. installation of additional electronic locks...... . .................................800 5. ADA compliance issues regarding the counter...... ............ ........................3,500 6. emergency generator for City Administration Building ....................35,000 total: $144,800 Public Safety Departments: Needs and Implications Police Department and Dispatch The greatest need for additional space appears to be the Fayetteville Police Department and the associated dispatch operation. The 155 current employees are housed in a 22,229 square foot facility. Not all of this area can be dedicated to the 2 Public Safety and City Administration Space Needs Assessment ongoing operation, as support space (mechanical areas, janitorial closets, storage of evidence, freight elevator, other non assignable space such as hallways and holding cells) is included in this total. The current situation is one in which Police Department activities requiring privacy must take place adjacent to loud and bustling public areas. The Dispatch area is extremely limited, including only where dispatch workers actually sit at consoles to complete their work. Combined support space and operations space in the Police facility amount to about 143 square feet per employee. The staff of this division is expected to grow in the future. The rate of growth for the Police Department and Central Dispatch is expected to be about twenty percent over a seventeen year period, from the 155 current positions to 186. In 1991, City Administration commissioned Roth and Sheppard Architects of Denver, Colorado to study and project space needs for the operations of Police, Courts, and Prosecutor's Office. The study showed the projected need of the Fayetteville Police Department for year of 2002 to be 35,420 square feet. Projected into year of 2012, the need was estimated to be 38,637 square feet. From the information in the Roth study and from other sources, we can extrapolate the need in the year of 2020 to be in the 48,000 square feet range, 1.5 times the size of present quarters. The Roth Report projected a need in 2002 for 35,420 square feet; present conditions show a deficit of 13,191 square feet from this projection. District Court The District Court operates in an area of 2,848 square feet. This includes the Courtroom of 1,800 square feet. The Division has a total of eleven employees working in Public Safety and City Administration Space Needs Assessment L this space (this averages to less than 100 square feet per employee if the courtroom is excluded). Referencing the Roth Report, the need for 2002 was 4,456 square feet, and the need in 2012 will grow to 4,756 square feet. The extrapolation to 2020 is 15 employees (an increase from the present of thirty-six percent), increasing the need to near 5,000 square feet. City Prosecutor The City Prosecutor Division has a total of 13 employees utilizing 1,965 square feet of floor space (an average of about 150 per person). In 15 years, the Prosecutor expects that he will increase his operations to include 16 employees, and will need about 2,500 square feet. Fire Department Administration and the Fire Marshals The Fire Department Administration and the Fire Marshal component of the Fayetteville Fire Department Divisions would seem to be the areas of the Public Safety Divisions which have relatively small needs where expansion is concerned. In the Fire Marshal component, at present, there are five employees utilizing 1,077 square feet. The seventeen year projection shows a likely sum of seven Marshals who will need about 1,500 square feet of space. Currently the Fire Department Administration houses ten workers in an area of 2,617 square feet (about 260 square feet per). In seventeen years, the contingent will likely be twelve and the space need at 3,000 square feet. Leadership of this component Public Safety and City Administration Space Needs Assessment allows that this need could probably be met with more parsimonious use of the present space. Overall Physical Space Plan Building Services' action plan consists of two initiatives: 1) develop options for combined Joint Public Safety Command Center (Police, Central Dispatch, Fire Administration, Fire Marshals, and Fire Training); 2) develop security enhancements for City Administration Building and City Maintenance Complex. The long-range alternative to this preferred plan is: Combine Planning, Engineering, Building Safety, and Community Code Enforcement into one building; With these Divisions in the same building (the TCA Complex), our customers will be able to "one stop shop;" the need for Fayetteville's citizens to trek from one building to the next for services will be lowered or eliminated. These Divisions (with congruent objectives and goals) will be able to more closely communicate and coordinate. This action would present the added benefit of freeing scarce space in the City Administration Building. Site selection for a Joint Public Safety Command Center Before a Joint Public Safety Command Center can be constructed, a matter of overriding importance will be strategic location. Major considerations include: ease of access (considering roadways and traffic patterns), efficiencies, location of ancillary services, and positive impacts (financial and social) to the community. Public Safety and City Administration Space Needs Assessment E Consensus of opinion is that locating such a facility near downtown Fayetteville is not optimal due to difficult traffic patterns and lack of fast access to the interstate highway system. Areas of Fayetteville which have been tentatively identified as reasonable sites for such a complex are Sixth Street, Cato Springs Road, and, the North Garland area. All of these potential sites would provide the needed access to I 540. Locating around Sixth Street or Cato Springs could provide a needed social and economic impact for this part of Fayetteville. This envisioned facility would require approximately 80,000 square feet at a cost approaching sixteen million dollars. The University has expressed a strong interest in a land swap that may provide an excellent site for consideration. Their proposed swap is one where the University would acquire Fire Station #2 (at the edge of campus on Garland Avenue). The City would thereby acquire acreage on the Experimental Farm adjacent to I 540. When the Joint Public Safety Command Center is Completed: What's Next? Once this long-range goal is met and the respective Divisions of Prosecutor, Court, Police, Dispatch, and Fire Department are located in a common command center, several opportunities then present themselves regarding space allocations for city administrative functions. The following is one likely scenario for an action plan: a) designated Divisions move into Command Center thereby freeing -up the present 27,000 square feet Police Building, b) Planning, Engineering, Building Safety and Community Code Enforcement Divisions relocate into the vacated building (the current Police and Courts Building. This will allow approximately 4,800 square feet for future growth), Public Safety and City Administration Space Needs Assessment c) Cable Administration moves into the TCA Complex (currently the Planning, Engineering and Code Enforcement Building. This will provide approximately 8,000 square feet for future growth), d) The Ground and First Floor of the City Administration Building is remodeled to provide: 1) a more secure and technologically up-to-date City Council Chamber Room, 2) more space for Information Technology and Human Resources 3) more efficient Business Office, 4) increased meeting/conference rooms on the Second Floor. e) the two city -owned metal buildings (PEG Building and the adjacent "blue building") are razed, and a needed personnel parking lot is created, f) this parking lot then becomes a viable location for a potential building site when long-range future needs of City Administration become pronounced. Fayetteville Vision 2020: Guiding Principles The plan outlined in this report is congruent with at least five of the Guiding Principles adopted by the Fayetteville City Council. #2. Well Maintained City Infrastructure and Facilities A well designed and constructed complex to house Public Safety Divisions of the city will be more easily maintained in an efficient manner. The buildings now housing these Divisions are from another era of design, and were not constructed with energy efficiency and high-speed data transfer in mind. 7 Public Safety and City Administration Space Needs Assessment S #3. Diverse, Growing Local Economy An efficient and very visible Public Safety component of local government could instill the confidence of present business owners and will encourage other interest to consider Fayetteville as the location for new enterprises. #4. Financially Sustainable City Government Providing Top Quality, Responsive Services A relocation of the Public Safety Divisions can place them in a more easily accessed position, thereby facilitating more responsive services. #5. Revitalized South Fayetteville The possibility of siting such a facility in the south part of Fayetteville could have a large impact on that area of the city in several respects. Refer to the above siting discussion. #10. Reputation as a "Safe Community" A highly visible public safety complex could have a tangible impact on the way citizens and visitors perceive our community, and on where the criminal elements of our society decide to operate. Public Safety and City Administration Space Needs Assessment OFFER l+) ACCEPTANCE CONTRACT • �l 3� 1. The City of Fayetteville, Arkansas, a municipal corporation, offers to buy, subject to the terms and conditions set forth herein, the following described property: Parcel No. 765-15227-000 (Deed Book 1093 at Page 857) Part of the Northeast Quarter (NE'h) of the Northwest Quarter(NWY4) of Section 23, Township 16 North of Range 30 West of Fifth (5"') Principal Meridian, Washington County, Arkansas, more particularly described as follows, to -wit Beginning at a point on the east right of way of Highway 16 by-pass which is 10.00 feet East and N 00° 25' 00" E 200.00 feet from the SW comer of said NE% of NW% of Section 23, T -16-N, R -30-W; thence along said right of way N00° 25' 00" E 40.00 feet, thence leaving said right of way East 90.00 feet, thence N 00° 25' 00" E 160.00 feet, thence West 90.00 feet to the East right of way of Highway 16 by-pass, thence along said right of way N 00° 25' 00" E 538.00 feet, thence N 69° 30' 00' E 114.00 feet to the intersection of the, southerly right of way of Highway 16, thence along said right of way 567° 54' 59' E 87.83 feet, thence S 70° 00' 00" E 233.00 feet, thence S 75° 31' 47' E 244.56 feet to the intersection of the West right of way of Ray Avenue, thence along said right of way S 010 42' 54" W 294.69 feet, thence S 01O 00' 10" E 330.27 feet, thence leaving said right of way West 150.00 feet, thence South 179.30 feet to an existing fence line, thence along said fence line West 257.70 feet, thence leaving said fence line N 00° 25' 00" E 200.00 feet, thence West 240.00 feet to the Point of Beginning, Containing 11.16 acres, more or less, subject to right of way and easements of record. (Also known as 1851 E. Huntsville Road, Fayetteville, Arkansas, and includes land, all buildings, and accoutrements.) 2. Purchase Price: Subject to the following conditions, the City of Faye ille s II pay for the property at closing, the total and cash payment of $1,100,000.00. 3. Contingent Earnest Money Deposit The City of Fayette ' le ten a check for $11,000.00 to Tyson Foods, Inc. (seller), as earnest money, which sh p on th pur ase price. This offer of purchase is contingent upon approval of the City Council of the City of y tte n s, and, if they do not so approve, the earnest money deposit will be returned to the C aye viby Dods, Inc. If title requirements are not fulfilled or Tyson Foods, Inc. fails to fulfill any ' ations nd this d, the earnest money shall be promptly refunded to the City of Fayetteville. If the City of yettle is t fu II their obligations under this contract or, after all conditions have been met, the City o v e fail d is transaction, the earnest money may, at the option of Tyson Foods, Inc., become I' idpted da a es n Foods, Inc. 4. Conveyance will be m tolbC' of Fayetteville by general Warranty Deed, except it shall be subject to recorded instruments and easeme , if ,which do not materially affect the value of the property. Such conveyance shall indude mineral rights own y Tyson Foods, Inc. 5. Tyson Foods Inc. 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. Tyson Foods, Inc. shall pay for the cost of the title insurance. 6. Tyson Foods, Inc. agrees to allow the City of Fayetteville, if the City of Fayetteville so desires, at City of Fayetteville's expense, to survey the property. Tyson Foods, Inc. 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. 7. Taxes and special assessments due on or before dosing shall be paid by Tyson Foods, Inc. Insurance, general taxes, ad valorem taxes, special assessments and rental payments shall be prorated as of dosing. 8. The dosing date shall be within ninety (90) days after approval of this offer by the City Council, or January 31, 2005, whichever occurs first If such date of closing falls on a weekend or holiday, it will be held the following working day. 9. Possession of the property shall be delivered to the City of Fayetteville on the date of dosing. OFFER AND ACCEPTANCE CONTRA • Page 2 of 4 10. Tyson Foods, Inc. hereby grants permission for the City of Fayetteville or its employees or designates to enter the above described property and improvements for the purpose of inspection and/or surveying. 11. All fixtures, improvements and attached equipment are included in the purchase price. 12. Risk of loss or damage to the property by fire or other casualty occurring up to the time of closing is assumed by Tyson Foods, Inc. 13. Tyson Foods, Inc. shall rectify and remedy any conditions arising from the presence of asbestos and/or underground fuel storage tanks. Tyson Foods, Inc. shall pay all costs of any testing for existence of and all costs for removal of said asbestos and underground fuel storage tanks. Determination of the conditions must be complete prior to closing. 14. Tyson Foods, Inc. shall disclose to the City of Fayetteville any and all environmental hazards of which Tyson Foods, Inc. has actual knowledge. Upon acceptance of all conditions and terms of this Offer and Acceptance,. the City of Fayetteville and Tyson Foods, Inc. shall share equally the costs of any and all testing for the existence of environmental hazards. Should the existence of environmental hazards be known or determined, Tyson Foods, Inc. shall cure such, at their expense; or, in the alternative, at the City of Fayetteville's discretion, the City of Fayetteville may cure such environmental hazard, and Tyson Foods, Inc. shall indemnify the City of Fayetteville for all costs associated with said cure. 15. This agreement shall be governed by the laws of the State of Arkansas. 16. This agreement, when executed by both the City of Fayettevill Foods, Inc. shall contain the entire understanding and agreement of the parties with respect to th a rs refe herein and shall supersede all price or contemporaneous agreements, representations and u de g wi r to such matters, and no oral representations or statements shall be considered it he f. 17. This contract expires, if not accepted by Tyson F In on ore the 23rd day of July, 2004. 18. The City of Fayetteville shall sub th)s$I ex t r and Acceptance Contract to the City Council for their approval within sixty (60) df mince T Foods, Inc. 18. NOTICE: TH IT1('OF�FA (SE ASSERTS AND TYSON FOODS, INC. HEREBY ACKNOWLEDGES THA I O F I PRESSLY CONTINGENT UPON THE APPROVAL OF THIS OFFER OF PURL S HE CITY COUNCIL OF FAYETTEVILLE AND THAT THE FAILURE OF THE COUNCI SO APPROVE WILL MAKE ALL PORTIONS OF THIS OFFER NULL AND VOID, INCLUDING, BUT NOT LIMITED TO, THE RETURN TO CITY OF FAYETTEVILLE OF THE $11,000.00 EARNEST MONEY DEPOSIT. OFFER AND ACCEPTANCE CONTRACT Page 3 of 4 TYSON FOODS, INC. [Please print or type Name and Title) Date: [Please print or type Name and Title) Agent or Witness: CITY OF FAYETTEVILLE, ARKANSAS, A MUNICIPAL CORPORATION Dan Coody, Mayor Date: Sondra Smith, City Clerk OFFER AND ACCEPTANCE CONTRACT Page 4 of 4 ACKNOWLEDGMENT STATE OF ARKANSAS ss. COUNTY OF WASHINGTON BE IT REMEMBERED, that on this date, before the undersigned, a duly commissioned and acting Notary Publicwithin and for said County and State, personally appeared and , to me well known as the person(s) who executed the foregoing document, and who stated and acknowledged that he/she/they is/are and , respectively, of Tyson Foods, Inc. and is/are duly authorized to execute the foregoing instrument for and in the name and behalf of said Tyson Foods, Inc., and further stated and acknowledged that he/she/ hey 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 day of ___________________,2004. Notary Public MY COMMISSION EXPIRES: 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 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. WITNESS my hand and seal on this day of , 2004. Notary Public MY COMMISSION EXPIRES: 0 C.I t/Son Food Q\ac . Perch&se RESOLUTION NO. A RESOLUTION AUTHORIZING CITY STAFF TO DEVELOP AND PRESENT TO TYSON FOODS, INC. AN OFFER AND ACCEPTANCE CONTRACT FOR THE PURCHASE OF PROPERTY LOCATED AT 1851 EAST HUNTSVILLE ROAD IN AN AMOUNT NOT TO EXCEED $1,100,000.00; AND APPROVING A BUDGET ADJUSTMENT IN THE AMOUNT OF $1,000,000.00 FOR THE PROPERTY PURCHASE AND $551,000.00 TRANSFER FROM GENERAL FUND TO SALES TAX CAPITAL IMPROVEMENT FUND. 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 authorizes City Staff to develop and present to Tyson Foods, Inc. an Offer and Acceptance contract for the purchase of property located at 1851 East Huntsville Road in an amount not to exceed $1,100,000.00, made contingent upon an investigation of the acceptability of the roof and the absence of any toxic materials or buried fuel tanks on said property. Section 2. That the City Council of the City of Fayetteville, Arkansas hereby approves a Budget Adjustment in the amount of $1,000,000.00 for the property purchase and $551,000.00 transfer from General Fund to Sale' Taax' Capital Improvement Fund. PASSED AND APPROVED this 20th Mayor By: FAYETTE\RLLE THE CITY OF FAYETTEVILLE, ARKANSAS City Clerk Division 113 West Mountain Fayetteville, AR 72701 Telephone: (479) 575-8323 DEPARTMENTAL CORRESPONDENCE To: Coy Hurd Building Services From: Clarice Buffalohead-Pearman City Clerk Division Date: July 23, 2004 Re: Resolution 111-04 The City Council passed a resolution, July 20, 2004, authorized city staff negotiations with Tyson Foods, Inc. for the Mexican Original building purchase. Attached is a copy the resolution and budget adjustment. The resolution with attachments will be recorded in the city clerk's office and microfilmed. If anything else is needed please let the clerk's office know. /cbp attachments cc: Nancy Smith, Internal Auditor Barbara Fell, Budget & Research • FAYETTEVILLE THE CITY OF FAYETTEVILLE, ARKANSAS DEPARTMENTAL CORRESPONDENCE Memorandum TO: May,h rQi Eoody FROM: Rick Hoyt, Chief of Police Frank Johnson, Captain/l DATE: July 7, 2004 SUBJECT: Purchase of Tyson Mexican Original Plant A space study was completed by Coy Hurd earlier this year "for the purpose of researching the present and near future needs for operating space for Public Safety Divisions of City Government." This study stated a Joint Public Safety Complex would need approximately 80,000 square feet to house Police, Fire Administration and Training, Fayetteville District Court and the City Prosecuting Attorney's Office. In this report the areas considered for relocating this facility ranged from downtown to an area with I540 access. One of the factors considered for these locations was public accessibility and the safe egress and ingress to this facility. The cost of this project was estimated at $16,000,000 for construction not including land purchase. While a new facility designed specifically for public safety needs located along the I-540 corridor would be our first choice, after reviewing the proposal and -touring the Mexican Original Facility we feel this property has the potential to meet our goal for a state of the art public safety complex as long as certain requirements are met. To achieve this goal the city will need to acquire the services of professionals with expertise and experience in designing public safety facilities; specifically needs of police and communication operations. We feel the basic planning criteria for this project should consider a design to include the following; 1. flexibility to meet the needs of a growing community; 2. public accessibility to contribute to a comfortable, civil, and respectful atmosphere; 3. serviceability to allow for energy conservation for lighting, electrical, heating and air; 4. aesthetic qualities to create an atmosphere of dignity and respect for the officers and public; 5. security to provide for a safe environment for records, weapons, and evidence, and; 6. physical space to accommodate the total number of police personnel until the year 2020. L Please refer to the attachment "Support Move to New Police Facility" for examples of our current space needs. We believe a police station is one of the most important buildings in a community. Should the city council decide to utilize the Tyson Mexican Original Property for a Public Safety Complex we ask that the design and architectural character consider the operational efficiency and future needs for the police department. Support move to new police facility 1. Evidence/Quartermaster - Past 6 years went from 5,000 to 10,000 pieces of property - Evidence processing area (bay) - Separate quartermaster area - Consolidation of Evidence (FLERS) 2. Detective Division - No growth area/ 9 current detectives, 2 Sgt., I Lt., Crime scene tech/ Receptionist - Crime analyst - Lab area needed - Computer lab - Soft interview room - AV equipment - File storage - Interview rooms away from normal P.D. business 3. C.O.P./ S.R.O./ P.I.O/ Special event/ Bike/ Motor/ D.V. mentally ill -1 Lt., I Sgt., 11 Cpl., 3 Ofc. -4 employees operating out of space for 2. (No room to expand) - Lack of file storage space - No equipment storage (Traffic analyst equipment, Radar Trailers, Sentry I.D., DARE supplies, Child seat check supplies) - No media Interview room - No interview room (Sex offenders) - No room for receptionist - No bike maintenance room - No D.V./ mentally ill office 4. Supervisor Office Space -3 Lt. share an office/ no privacy -6 Sgt. share 2 offices/ no privacy -1 Sgt. shares office with 2-corporals/no privacy - No file storage 5. Locker room/ space -104 lockers in every available space/ under staircase and in hallway - No room for growth - Locker room too small (no privacy) - Size of lockers too small 6. Maintenance - Floor is old (tiles scratched, cracked, broken and coming up) - Ceiling tile is old (water stains) - Elevator repaired once - Building access outdated (key pad) - Tiles are off the staircase Training Room/ Wellness facility - No dedicated room for training (can't expand) - No equipment storage - Fitness room is cramped (can't expand) - Inability to set up AV - No file space storage - No room for computer lab and library Ll 8. Parking -4 public parking spaces - Approx. 34 police vehicles parking spaces for 51 police vehicles and two radar trailers - No room to expand parking 9. Storage - None left (reference photos) Examples: COP closet, Training closet, FLERS K-9 storage, Arsenal, Inactive File Storage. 10. Records/ Administration/ I.T. - EOC room too small (inability to expand) - I.T. backed into hallway - No more file storage, media room, or room for record storage - Public wait room too small - No officer interview room/report taker room - Work task area too small (3 people in one office) 11. Communications - No file storage space - No room to expand - Supervisors do not have privacy - Digital recorder space limited - CDC inconvenient for other public safety divisions - No training area - No locker space •&ynC 4 y tot 4i. 4 • M1• Vi W l l \ J i '� }YET .v).CJ y ]j Ji..Yi..._e'i. JJl•:a y]} Yy 4 T I ,Y 1 'JyS G Y i e 14. �. > aY - 1 1 y� ay6 F.'' , .,•° ,. _ -- .- J,. .4,, , -. Jh f nYgi jY '/ tea` F t \ J ' L 4� A4 Yrr. ll • wC V. / -;� � Frr<<�i 1 t �.1 Mv'ltY �y�Ya �♦♦ IV � rte` t j 1r I. 4 Ig 4 r� ip VS RyY .''!-�yVV 1 1 ♦�� ��: tx LGY�M�Lfi _ r ° Y J a�'♦E^a s w �d IEms'i"rie �, f: �J� t C`•__ J _ .. � d ��Y t��kie (�Y�'.'�iT..'"'2i- .;`._�._..s s: •'" -e. �,` '�`«�z3 t. 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IBS}' CN<T Ca' fit. pp C K i .ICF• k "ii 6 � Cam. ter. ( ' � �F3'Zi �. .. • y � � e • � t " ff 7 6 4 p at _ a, u11 e �a.Op pp a - �� F ♦ 'p�j) • !u R q WO •].(•} � r. I. I._••'t♦P. V 5Fl9 . 6Y Q•. ♦ ♦ ♦ N --r.; • 'po♦�W ♦.�j t+ rd Yl ..`nyy h_ N 'i• Jf.•. F O • 1.• 'i,, i&. N: _� ,Ir8�rf GT�LLt• �c2 �r� .. 1 S' I .-•..Vfq�•(1 e • • .! f `.. y6r tILP'•"�] � 'Ua� 1 • • e R{YY^ IN 8:v r fl Coy Hurd Submitted By City of Fayetisville Staff Review Form City Council Agenda Items Contracts Staff review only City Council Nesting Date Building Services Division :i'�R1G F ///FId5 ' , IIAWIIMA rI tntrdtAe4s1t.5 .Growp Finance and Internal Services Department The action required is Staff review, approval, and forwarding to the Mayor for his signature. �EG Oe.'ttnnmutti/ E4-4rpri5e DuP/ 'c PA 5j son M ieaOri f a(� b4 X39 $7505.00 $ 1,084,750.00 Joint Public Safety Command Center Cost of this request Category/P►oject Budget Program Category I Project Name 4470 9470 5314 00 Account Number CitAthiTi none Funds Used to Date $ 1,084,750.00 Remaining Balance Sales Tax Fund Name Previous Ordinance or Resolution # / t3oo i Original Contract Date: t Director Original Contract Number. /! l oaf Received in CityClerk's Office Date i7 Received in Mayor's Office dv ■ -D FAYETTEVILLE THE CITY OF FAYETTEVILLE, ARKANSAS DEPARTMENTAL CORRESPONDENCE TO: Mayor and City Staff THROUGH: Stephen Davis, Director of Financial and Internal Service FROM: Coy Hurd, Project Manager DATE: January 14, 2005 VVV SUBJECT: Review and approval of a contract with Environmental Enterprise Group, Inc. Recommendation: It is recommended that the appropriate reviewing City Staff members approve the attached proposed contract with Environmental Enterprise Group and send it forward for the signature of the Mayor. Background: Fayetteville City Council's Resolution 111-04 authorized the City Staff to negotiate with Tyson Foods, Inc. for the purchase of the Mexican Original Building (located at 1851 East Huntsville Road). A precursor to the purchase was a Phase One Environmental Site Assessment. Tyson Foods contracted with Pollution Management, Inc. (PMI) to complete this work. Among the recommendations resulting from PMI's assessment was that Phase Two subsurface investigations be preformed in the areas of a former service station, sumps, grease traps, oil/water separators and a former diesel above -ground storage tank, for the purpose quantifying any current environmental concerns after the removal of these items. All of the items listed have now (according to Tyson Company representatives) been either removed from the site or have had their contents emptied, in compliance with PMI's recommendations. The Phase Two investigation would then confirm the removal or evacuation of these items and assure that any residual materials would fall within guidelines acceptable to governmental agencies having jurisdiction. Discussion: The recommended Phase Two assessments have been deemed prudent before further consideration of the facility's purchase from Tyson Foods is pursued. In keeping with the City's purchasing procedures, three appropriate firms were contacted in an effort to secure proposals for the Phase Two work. These three firms were Pollution Management, Inc., 3W Companies, and, Environmental Enterprise Group, Inc. For various reasons, the soul proposal secured from these efforts was from Environmental Enterprise Group (EEG). EEG submitted the attached proposal to do the necessary work for the not -to -exceed price of $7,565. The proposal has been evaluated and judged a fair and equitable price for the scope of work involved. Budget Impact: The amount of $7,565 is budgeted. January 5, 2005 Mr. Coy Hurd, Ph.D. City of Fayetteville 113 West Mountain Fayetteville, Arkansas 72701 EEG Environmental Enterprise Group, Inc. RE: Phase II Limited Subsurface Investigation (LSI) Proposal #: PO4-239 Former Tyson Foods - Mexican Original East Facility I Fayetteville, Arkansas Dear Mr. Hurd: ENVIRONMENTAL ENTERPRISE GROUP, INC. (EEG) appreciates the opportunity to provide you with this proposal to provide environmental consulting assistance to the City of Fayetteville. Attached is EEG's standard TECHNICAL SERVICES AGREEMENT and a fee schedule for our consulting services to be provided. EEG appreciates the opportunity to provide our environmental consulting services to the City of Fayetteville. Please sign and return the agreement to our Fayetteville Office. Upon receipt of the signed agreement, EEG is prepared to begin this project for you immediately upon notice to proceed and provide you with the information in 30 to 35 lout from EEG's receipt of formal notice to proceed. If you have any questions or require further information, please contact me at (479) 4440438. Sincerely, Environmental Enterprise Group, Inc. Keith Zimmerman President Attachments TECHNICAL SERVICES AGREEMENT This Agreement for professional consulting services has been entered into by and between Environmental Enterprise Group, Inc. (hereinafter referred to as EEG) and City of Fayetteville (hereinafter referred to as City) on this jfJ day of c Iongif 2005. EEG shall perform the services described below in accordance with the Terms and Conditions of this Agreement. PROJECT: Former Tyson Foods Mexican Original East Facility Fayetteville, Arkansas City and EEG agree that the following provisions shall be a part of their agreement: 1. SERVICES TO BE PERFORMED. The Scope of Work for this Phase II LSI is proposed in response to concerns identified in a previous Phase I Environmental Site Assessment conducted by Pollution Management, INC. in October2004. The purpose of the Phase II LSI will be to address potential soil contamination around the areas of concern as identified in the previous Phase I report. Attached you will find the Scope of Work and Fee Schedule document detailing further the specific project Scope (Phase II LSI) that will address the following areas: a. Former gasoline station located on the northern portion of the site; b. Sumps and grease traps located on the subject site; c. Discharge area of the oil/water separator; and d. The location of the former diesel AST. 2. COMPENSATION. The City shall compensate EEG for its Professional Services as outlined in the Schedule of Fees attached hereto as Attachment "A". 3. PAYMENT. EEG will bill City monthly for all project expenses in accordance with the Schedule of Fees. All invoices are due upon presentation and shall be past due if not paid within thirty (30) days. If City objects to any portion of an invoice, City shall notify EEG in writing within five (5) business days of receipt of the invoice. City shall identify the specific cause of the disagreement and shall pay when due the portion of the invoice not in dispute. City agrees to pay late payment fees equaled to 10% of the outstanding balance if not paid within thirty (30) days from the date of the original invoice. City agrees these services, and payment for these services, will not be a part of or subject to a previous bankruptcy action involving City. 4. ACCESS. City agrees to provide EEG with appropriate access to the property in Fayetteville that will allow EEG to perform its services as outlined above. City's personnel will also provide EEG as requested with complete and accurate information about the facility that is deemed necessary for EEG to perform the services outline above. EEG agrees that Tyson Foods is a third party beneficiary to this agreement for the purposes of the below indemnity only. EEG agrees to defend, indemnify and hold harmless Tyson Foods from any damages or liability to persons or property that might arise from EEG entry and work on Tyson property at 1581 East Page 1 Huntsville Road (formally Mexican Original Plant and property at comer of Highway 16 and Happy Hollow Road). 5. STANDARD OF SERVICES. EEG shall perform its services as outlined above in accordance with generally accepted industry practices for the environmental consulting industry for the specific types of services being performed or provided, and makes no warranties or guaranties, express or implied. 6. INSURANCE. Prior to beginning work under this Agreement, EEG will provide City with a certificate of insurance evidencing the following: a. Workers' compensation in accordance with all applicable statutory requirements; b. Comprehensive general liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage; c. Comprehensive automobile liability, including coverage for all owned and non -owned vehicles used in connection with any remedial action, with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage; d. Employers' liability insurance with limits of not less than $1,000,000 per occurrence; e. Professional liability insurance with limits of not less than $1,000,000 per occurrence and $1,000,000 aggregate, or higher if required by state or federal law. In addition, City of Fayetteville will be named as additional insured. The certificate will include an agreement or endorsement that the policies will not be canceled or materially modified by the insurer without at least fifteen days prior to written notice to the City. 7. RELATIONSHIP. EEG's services are performed as an independent contractor and not as the City's agent, partner or joint venturer. 8. FORCE MAJEURE. EEG will have no liability to perform nor will it be liable for damages due to any circumstances beyond its reasonable control such as riots, strikes, war or insurrection, fires, flood, explosion, earthquakes, other natural disasters, acts of government, labor disturbances, or transportation disruptions. 9. ENTIRE AGREEMENT. This Agreement, including Attachment A, represents the entire understanding and agreement between EEG and City and supersedes any prior written or oral understandings or agreements between the parties. 10. SEVERABILITY. If any portion of this Agreement shall be held invalid or unenforceable, any remaining portion shall continue in full force and effect. 11. ASSIGNMENT. There shall be no assignment of the rights or obligations under this Agreement by either party without the prior written consent of the other party. 12. AUTHORITY. EEG and City each represent and warrant to each other that each is duly authorized to execute, deliver and perform its obligations under this Agreement as well as any and all documents and transactions contemplated hereby or incidental hereto. Page 2 13. ATTORNEYS FEES. If any lawsuit or equitable proceeding is filed or commenced relating to or arising from a breach, default or violation of this Agreement, the prevailing party shall be entitled to recover from the other party such attorney's fees (including fees and expenses of in-house counsel), costs and expenses as the court may award. 14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas. IN WITNESS WHEREOF, the parties hereby execute this agreement upon the terms and conditions stated above and on the date and year indicated above. ENVIRONMENTAL ENTERPRISE GROUP, INC. 2209 Main Drive Fayetteville, Arkansas 72704 By: Attest: CITY OF FAYETTEVILLE, ARKANSAS 113 W. Mountain Street Fayetteville, AR 72701 A Sondra Smith, City Clerk ;FAYETTEVILLE; Page 3 ATTACHMENT A Specifically, the Scope of Work for this project will entail the following: Scope of Work • Installation of up to 12 soil borings to approximately 15 -foot depths using a hydraulic probe (Geoprobe); • Collection of soil samples continuously in each probe; • Examination of soils in the field for evidence of contamination; • Selection of approximately 5 soil samples for laboratory analysis for the presence of (a) Total Petroleum Hydrocarbons (TPH) Diesel Range Organics/Gasoline Range Organics (DRO/GRO) by method 8015 -Modified) (b) Benzene Toluene Ethylbenzene and Xylenes (BTEX) by method 8021; • Collection of one groundwater sample if encountered from the area of the former gasoline station for laboratory analysis for the presence of BTEX by method 8260B, THP DRO/GRO by method 8015B and; • Preparation of a final report of the findings Fee Schedule • Install Soil Borings (estimate 2 days @ $1,610.00 per day) $3,220.00 • Mobilization/Demobilization $ 145.00 • Perdiem (estimate 2 days @ $100.00 per day) $ 200.00 • Project Management (estimate 2 days @ $850.00 per day) $1,700.00 • Analyze (5) Soil and (1) Groundwater Samples (6samples @ $100.00 per sample) $ 600.00 • Equipment Rental and Field testing Expenses $ 500.00 • Report Preparation $1,200.00 NOT TO EXCEED PROJECT TOTAL $7,565.00 Note: Analytical pricing based on a normal 5— 7 day turnaround time. Should the work extend into the next day, extra Geoprobe Services costs will be extended in halfday increments and a $100.00 per diem fee will be added Our proposal for providing these services is also based on the following conditions: 1. All information about utilities at the site shall be given to us prior to commencing drilling operations. EEG will contact ARKANSAS ONE -CALL for clearances. 2. Boring locations are accessible to our truck mounted Geoprobe. 3. City or owner shall be responsible for restoring the site and any unlocated underground utilities to their original condition if damaged. 4. This proposed Phase II is not intended to be a full site characterization but seeks reliable information. Page 4 Clarice Pearman - EEG Page 1 From: Clarice Pearman To: Hurd, Coy Subject: EEG Attached is a copy of the agreement with EEG. I know you've already received a copy but for the record here it is again. Thanks. Clarice