5457 •
RESOLUTION NO. 5,457
A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE A WARRANTY DEED IN FAVOR OF CPC INTERNATIONAL,
INC. PURSUANT TO AN OPTION CONTRACT ENTERED INTO BY THE
LITTLE ROCK PORT AUTHORITY AND THE SAID CPC INTERNATIONAL,
INC. DATED THE 1st DAY OF APRIL, 1975 ; AND EXERCISED BY
CPC INTERNATIONAL, INC. AS TO TRACT D, AREA 104 OF THE
LITTLE ROCK PORT INDUSTRIAL PARK SAID DEED TO CONVEY SAID
LAND AS DESCRIBED HEREIN AND TO BE DELIVERED UPON PAYMENT
OF THE TOTAL AMOUNT OF THE PURCHASE PRICE; AND FOR OTHER
PURPOSES.
NOW, THEREFORE , BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
CITY OF LITTLE ROCK, ARKANSAS .
SECTION 1. CPC International, Inc. has exercised its option to
acquire approximately 25 acres of land described as Tract D Area 104
in the Little Rock Port Industrial Park pursuant to an Option entered
into by and between Little Rock Port Authority and the said CPC
International, Inc. dated April 1, 1975 . The tract of land under
consideration is more particularly described as follows :
A parcel of land located in part of the SE4 of the SE4 of
Section 16 and in part of the SW4 of the SW4 of Section 15
all of Township 1 North, Range 11 West, of the 5th Principal
Meridian, said parcel also being located in the Little Rock
Port Industrial Park, a subdivision of the City of Little
Rock, Pulaski County, Arkansas , and being more particularly
described as follows :
Commencing at the mutual section corner of Section 15 , 16 ,
21 and 22 all of Township 1 North, Range 11 West; thence N
01° 38 ' 26" E, 60 . 00 feet along the East line of said Section
16 to a point on the North Right-of-Way line of Frazier Pike,
said point being the Point of Beginning. Thence N 88° 44 '
48" W, 327. 80 feet along said North Right-of-Way line running
parallel to and 60 feet from the South line of said Section 16
to a point on the East Right-of-Way line of a 60 foot wide
Little Rock Port Railroad Right-of-Way; thence N 1° 28 ' 52"
E, 1161 . 00 feet along said East Railroad Right-of-Way line to
a point; thence S 88° 28 ' 28" E, 944. 09 feet to a point, thence
S 2° 08 ' 52" W, 1166 . 06 feet to a point on the North Right-of-
Way line of said Frazier Pike, said North Right-of-Way line
running parallel to and 60 feet from the South line of said
Section 15; thence along said North Right-of-Way line N 870
51' 08" W, 602 . 72 feet to the Point of Beginning. Said parcel
contains 25 . 00 acres , more or less .
SECTION 2. The option contract giving CPC International, Inc .
exclusive option to purchase said land for the sum of $250 ,000 . 00
which is computed at the rate of $10 , 000 . 00 per acre for 25 acres
as provided in paragraph 1. 2 of the said option agreement a copy
of which is attached to this Resolution and incorporated herein
by reference. In addition thereto certain citizens of the City of
Little Rock, in cider to insure the location of a plant operated by
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CPC International, Inc. in Little Rock Port Authority Industrial Park,
have agreed to pay an additional $2 , 500 . 00 per acre or $62 , 500 . 00 for
the said Tract D Area 104 as described herein as evidenced by a letter
dated April 8, 1975 a copy of which is attached hereto and incorporated
herein by reference .
SECTION 3. The Board of Directors of the City of Little Rock
hereby approves the sale of the property described herein to CPC
International, Inc. and the Mayor is hereby authorized and directed
to execute for and on behalf of the City of Little Rock a Warranty
Deed conveying said property to CPC International, Inc. and the
City Clerk is hereby authorized and directed to attest said Deed
and to deliver same to the Office of the City Attorney for delivery
of same to CPC International, Inc. upon full payment of consideration
in the sum of $312 , 000 . 00 payable from both sources .
SECTION 4 . This Resolution shall be in full force and effect
from the date of its adoption.
ADOPTED: December 8, 1975
ATTEST:•L,/ APPROVED: efi/IL:44111,
iITY CLERK MAYOR
t . f
OPTION CONTRACT
THIS OPTION CONTRACT made and entered into as of this 1st day of
April, 1975, by and between LITTLE ROCK PORT AUTHORITY, an instru-
mentality of the City of Little Rock, Arkansas, with offices at
7500 Lindsey Road, Little Rock, Arkansas, 72206, hereinafter referred
to as "Port", and CPC INTERNATIONAL INC. , a corporation of the State
of Delaware, with its principal offices at International Plaza,
Englewood Cliffs, New Jersey, 07632, hereinafter referred to as "CPC",
WITNESSETH:
• For the considerations hereinafter recited, receipt of which is
hereby acknowledged, Port hereby grants to CPC exclusive options to
purchase the following described lands of Port located in its Port
Industrial Park in the City of Little Rock, Arkansas, consisting of
two separate tracts of lands, one of twenty-five (25) acres, herein-
after designated "Tract D", and the other of twenty (20) acres, here-
inafter designated "Tract E", which tracts are more particularly de-
scribed as follows, to-wit:
TRACT D -- AREA 104 -- LITTLE ROCK PORT INDUSTRIAL PARK
A parcel of land located in part of the SE 1/4 of the SE 1/4 of Sec-
tion 16 and in part of the SW 1/4 of the SW 1/4 of Section 15 all of
Township 1 North, Range 11 West, of the 5th Principal Meridian, said
parcel also being located in the Little Rock Port Industrial Park, a
subdivision of the City of Little Rock, Pulaski County, Arkansas, and
being more particularly described as follows:
Commencing at the mutual section corner of Sections 15, 16, 21 and 22
all of Township 1 North, Range 11 West; thence N 01° 38' 26" E, 60.00
feet along the East line of said Section 16 to a point on the North
Right-of-Way line of Frazier Pike, said point being the Point of Be-
ginning. Thence N 88° 44' 48" W, 327.80 feet along said North Right-
of-Way line running parallel to and 60 feet from the South line of
said Section 16 to a point on the East Right-of-Way line of a 60 foot
wide Little Rock Port Railroad Right-of-Way; thence N 1° 28' 52" E,
1161.00 feet along said East Railroad Right-of-Way line to a point;
thence S 88° 28' 28" E, 944.09 feet to a point; thence S 2° 08' 52" W,
1166.06 feet to a point on the North Right-of-Way line of said Frazier
Pike, said North Right-of-Way line running parallel to and 60 feet from
the South line of said Section 15; thence along said North Right-of-
Way line N 87° 51' 08" W, 602.72 feet to the Point of Beginning. Said
parcel contains 25.00 acres, more or less.
TRACT E -- AREA 104 -- LITTLE ROCK PORT INDUSTRIAL PARK
A parcel of land located in part of the SW 1/4 of the SW 1/4 of Sec-
tion 15, Township 1 North, Range 11 West of the 5th Principal Meridian,
said parcel also being located in the Little Rock Port Industrial Park,
a subdivision of the City of Little Rock, Pulaski County, Arkansas,
and being more particularly described as follows:
Commencing at the mutual section corner of Sections 15, 16, 21 and 22
all of Township 1 North, Range 11 West; thence N 1° 38' 26" E, 60.00
feet along the East line of said Section 16 to a point on the North
Right-of-Way of Frazier Pike; thence S 87° 51' 08" E, 602.72 feet along
said North Right-of-Way line, said North Right-of-Way line running
parallel to and 60 feet from the South line of said Section 15, to the
Point of Beginning, said Point of Beginning also being the Southeast
corner of Tract D, Area 104 of said Little Rock Port Industrial Park;
thence continuing along said North Right-of-Way line and continuing
parallel to and 60 feet from said South section line S 87° 51' 08" E,
744.55 feet to a point; thence N 2° 08' 52" E, 1174.15 feet to a point;
thence N 88° 28' 28" W, 744.59 feet to the Northeast corner of Tract D,
Area 104 of said Little Rock Port Industrial Park; thence S 2°
08' 52" W, 1166.06 feet along the East line of said Tract D, Area 104
to the Point of Beginning. Said parcel contains 20.00 acres, more or
less.
The options granted hereby from Port to CPC are upon the following
terms and conditions:
1. The following terms and conditions apply solely to
Tract D:
1.1. Option Price. The option price being paid by CPC
to Port in cash concurrently with the execution of this Option Contract
is Twelve Thousand Five Hundred Dollars ($12,500.00) , receipt of which
is acknowledged by Port, which option price shall be applied against
the purchase price if option is exercised by CPC; otherwise to be re-
tained by Port at the termination of the option period in the event
option is not exercised by CPC.
1.2. Purchase Price of Lands. The purchase price for
the lands shall be the sum of Two Hundred Fifty Thousand Dollars
($250,000.00) which is computed at the rate of Ten Thousand Dollars
($10,000.00) per acre for twenty-five (25) acres and is to be paid in
cash by CPC to Port at closing.
1.3. Option Period. The term of this option shall be
for a period of one (1) year commencing this 1st day of April, 1975,
and expiring at midnight on the 31st day of March, 1976.
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1.4. Exercise of Option. This option may be exercised
by CPC giving notice thereof to Port by registered or certified mail
deposited in the U. S. Mails and bearing a postmark reflecting a date
and time prior to midnight on the 31st day of March 1976, and addressed
to Port at its mailing address indicated hereinabove.
1.5. Failure to Exercise Option. In the event CPC does
not exercise this option within the one (1) year period thereof -- that
is, by midnight on the 31st day of March, 1976, its option provided for
hereinafter in paragraph 2 in regard to Tract E shall automatically
terminate concurrently with the termination of the option in regard to
Tract D without further action on the part of either Port or CPC.
2. The following terms and conditions apply solely to
Tract E:
2.1. Option Price. The option price being paid in cash
by CPC to Port is Twelve Thousand Five Hundred Dollars ($12,500.00) per
year for each year of the three (3) years provided for in paragraph 2.3,
the initial payment of Twelve Thousand Five Hundred Dollars ($12,500.00)
being paid in cash concurrently with the execution of this Option Con-
tract, receipt of which is acknowledged by Port, and the two subsequent
payments of Twelve Thousand Five Hundred Dollars ($12,500.000) each
being due and payable on or before the 31st day of March in the years
1976 and 1977, respectively, which option price (total paid for all years)
shall be applied against the purchase price of Tract E, or any part there-
of but prorated on the basis of the number of acres purchased to the number
of acres optioned, if option is exercised by CPC; otherwise to be retained
by Port at the termination of the option period if option not exercised by
CPC.
2.2. Purchase Price of Lands. The purchase price for the
lands shall be computed at the rate of Ten Thousand Dollars ($10,000.00)
per acre for the initial fifteen (15) acres purchased,.and Twelve Thou-
sand Five Hundred Dollars ($12,500.00) per acre for the remaining five
(5) acres and is to be paid in cash by CPC to Port at closing.
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2.3. Option Period. The term of this option shall be
for a period of one (1) year commencing this 1st day of April, 1975, and
expiring at midnight on the 31st day of March, 1976, renewable for two
additional periods of one (1) year each expiring at midnight on the
31st day of March, 1977 and 1978, respectively, provided that payment of
the option price for the next succeeding one (1) year period has been
made prior to the expiration of the previous one (1) year period.
2.4. Exercise of Option. This option may be exercised
by CPC giving notice thereof to Port by registered or certified mail
deposited in the U. S. Mails and bearing a postmark reflecting a date
and time prior to midnight on the 31st day of March, 1978, and addressed
to Port at its mailing address indicated hereinabove.
2.5. Purchase Quantity. Port is the owner of other
lands contiguous to Tract E and adjoining the East boundary line of
Tract E and which are South of an extension to the East of the North
boundary line of Tract E, which lands it is desirous of selling to in-
dustrial prospects in connection with the development of its Port In-
dustrial Park. Prior to the time that Port has a bona fide prospect
for the sale or long-term ground lease (meaning a lease of a minimum
duration of twenty (20) years) , the option of CPC in regard to the pur-
chase of lands in Tract E shall be for all twenty (20) acres or any part
thereof up to twenty (20) acres, provided that such part shall extend
from the West boundary line of Tract E to a line comprising the East
boundary line of such part which is parallel to said West boundary line
of Tract E and also extending from the North to the South boundary lines
of Tract E.
However, in the event Port has a bona fide pros-
pect for the sale or long-term ground lease as hereinabove defined and
Port in such event gives notice thereof to CPC by registered or certi-
fied mail deposited in the U. S. Mails and addressed to CPC at its mail-
ing address indicated hereinabove, CPC shall in such event have to de-
cide between the following three choices pertaining to the amount of
lands to be purchased by it and shall advise Port within thirty (30)
days after receipt by CPC of such written notification:
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(a) Drop the option on Tract E altogether,
with a pro rata refund to CPC of the op-
tion price paid for a given year as of
the date of notification by CPC to Port
of CPC's dropping its option on Tract E
altogether.
(b) Continue the option on the twenty (20)
acres comprising Tract E but with the op-
tion being limited to the right to buy
acreage increments of either five (5)
acres, provided that such five (5) acres
shall extend from the West line of Tract E
to a line comprising the East boundary
line of such five (5) acres which is par-
allel to said West line and also extending
from the North to the South boundary lines
of Tract E, or the entire twenty (20) acres,
only.
(c) Continue the option on fifteen (15) acres of
Tract E, provided that such fifteen (15)
acres shall extend from the West line of
Tract E to a line comprising the East bound-
ary line of such fifteen (15) acres which is
parallel to said West line and also extend-
ing from the North to the South boundary
lines of Tract E, but with this option being
limited to the right to buy the full fifteen
(15) acres. In this event, the option price
will be proportionally reduced on an acreage
reduction basis -- that is, reduced to fif-
teen twentieths (15/20) of the option price.
The difference of any option price already
paid for a given year will be refunded by
Port to CPC prorated to the date on which
CPC notifies Port that it elects to continue
the option on fifteen (15) acres.
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However, if the bona fide prospect for the sale or long-
term lease, as hereinabove defined, does not purchase or lease Port's
lands adjoining the East boundary line of Tract E within a reasonable
period of time, it being understood that negotiations for sale or lease
may require considerable time, the option agreement pertaining to
Tract E will revert back to its status prior to date of notification
of CPC of such prospect. Port agrees to use its best efforts to con-
clude any such negotiations within one (1) year and will notify CPC of
its progress in this regard on a quarterly basis.
3. The following terms and conditions apply to both Tract D
and Tract E:
3.1. Closing. In the event of exercise of option, Port
shall furnish at no cost to CPC a complete abstract of title reflecting
good, merchantable title, free and clear from all liens and encumbrances,
satisfactory to CPC's attorney. Conveyance shall be made by Port to
CPC by general warranty deed subject only to restrictions, easements
and other matters which are contained in the Bill of Assurance, it
being understood that the grantor in the general warranty deed will be
the City of Little Rock, Arkansas. Taxes and special assessments, if
any, due on or before the closing date shall be paid by Port; current
taxes and special assessments, if any, shall be prorated as of the
closing date based upon the next preceding tax statement. State or
federal documentary stamps required to be placed on the deed shall be
paid for by Port. Possession of the lands shall be delivered to CPC at
closing.
3.2. Utilities. All utilities adequate to service the
proposed industrial plant of CPC shall be installed by Port at its ex-
pense to the property line of Tracts D and E in easements or rights of
way adjoining Tracts D and E as follows:
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(a) Water -- shall be installed in the right of way of
Frazier Pike to the Southwest corner of Tracts D and E.
(b) Sanitary sewer -- shall be installed in the right of
way of Frazier Pike to the Southwest corner of Tracts D and E.
(c) Gas -- shall be installed in the right of way of
Frazier Pike to the Southwest corner of Tracts D and E.
(d) Electric service -- already in existence, located
in the right of way of Frazier Pike along South boundary line of Tracts
D and E.
(e) Telephone service -- already in existence, located
in right of way of Frazier Pike along South boundary line of Tracts D
and E.
The foregoing utilities are to be constructed and in
place at such time as is necessary to meet and coincide with CPC's
building construction schedule.
3.3. Roads. Fourche Dam Pike, extending South from
Lindsey Road to Frazier Pike, and Frazier Pike extending East from
Fourche Dam Pike to the East boundary line of Tract D shall be brought
to the standards of Class I Streets according to Ordinance No. 10,808
of the City of Little Rock, Arkansas, and the standards of Major Streets
according to Ordinance No. 12,061 of the City of Little Rock, Arkansas,
by and at the expense of Port within eighteen (18) months after closing
of Tract D, and to the East boundary line of Tract E within eighteen
(18) months after closing of Tract E (or such portion of Tract E as is
purchased) . In addition, both roads will be maintained in a suitable
and passable condition by Port at its expense during the eighteen (18)
months subsequent to closing, it being understood that alternate routes
may be necessary.
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3.4. Drainage. The master drainage plan for the Port
Industrial Park provides for drainage ditches along the West boundary
line of Tract D and the South boundary lines of Tracts D and E together
with a drainage culvert extending to the South under the traveled road-
way of Frazier Pike. Port shall at its expense expand and improve said
ditches and the culvert under Frazier Pike, sufficiently large for ade-
quate drainage, in order to comply with the master drainage plan for the
Port Industrial Park. The culvert under Frazier Pike will be located so
as not to interfere with any construction plans of CPC, such as, but not
limited to, a driveway. The open drainage ditch along the South bound-
ary lines of Tracts D and E is acceptable in lieu of curb and gutter as
specified in Section 8 of Ordinance No. 12,061 of the City of Little
Rock, Arkansas.
3.5. Railroad. In that the railroad track is already in
existence in a right of way extending along the North portion of the
West boundary line of Tract D at this time, the extension of the rail-
road track onto Tracts D and E shall be the responsibility of CPC. If
prior to closing, the Port and CPC agree that the railroad right of way
should be expanded to accomodate an additional track or tracks in order
to provide adequate service, the boundary lines of the right of way and
Tracts D and E will be shifted to the East by the agreed upon amount
and the plat and legal description of Tracts D and E will be changed
ii accordingly.
3.6. Bill of Assurance. Bill of Assurance in the form of
that attached hereto marked Exhibit "A" and made a part hereof shall
be filed concurrently with the Plats pertaining to Tracts D and E,
which Bill of Assurance and Plat(s) shall be filed concurrently with
the Warranty Deed at closing.
3.7. Liability Insurance. Port shall maintain liability
insurance coverage upon Tracts D and E until closing.
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3.8. Access to Port Dock. CPC shall have access to the
dock facility of Port on the Arkansas River both by road access in
common with other industries in the Port Industrial Park, and by the
installation by CPC of its own pipeline which it shall have the right
to install if so desired in the future along the railroad right of
way North to Lindsey Road and then extending East along Lindsey Road,
or along a more direct route approved by Port and CPC. Such pipe-
line installation shall be accomplished by CPC at its expense; there
shall be, no charge to CPC for the use of such rights of way or routes.
CPC shall also have the right to install a pumping station at the dock
at its own expense, but with no charge to CPC for locating such pump-
ing station at the dock, except that it is understood that the Port will
receive "put through" charges based on tonnage pumped through the dock
facilities. Such charges will be regulated and priced by the Port so
as to be competitive with other such installations on the Arkansas River.
3.9 Maintenance of Levees. The Port will monitor the
maintenance of the Fourche Island Drainage District No. 2 levee and
if the levee is not being properly maintained in the opinion of the
Port, it will call this to the attention of the Corps of Engineers and
the Levee District.
3.10. Assignment. The options provided for herein shall
not be assignable by CPC without the written permission of Port obtained
prior to assignment, except to an intercorporate entity of CPC, or to a
trustee for CPC.
3.11. Short Form for Recording. If desired by either
Port or CPC, a short form of this Option Contract for recording purposes
shall be executed and placed on record with the Recorder of Pulaski
County, Arkansas, it being understood that this Option Contract shall
not be recorded.
IN WITNESS WHEREOF the parties hereto have executed this Option
Contract on the day and year first above written.
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•
LITTLE ROCK PORT AUTHORITY CPC ' RNATIONAL NC. J
john M. Volkhardt, Vice President
ATTEST:
Alfred Joha n, Asst. Secretary
lz/m085
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I
STATE OF NEW JERSEY )
ss. :
COUNTY OF BERGEN )
I, Teresa Troisi, a Notary Public in and for the County and State
aforesaid, hereby certify that John M. Volkhardt and Alfred E. Johanson,
personally known to me to be respectively, the Vice President and As-
1
sistant Secretary of CPC INTERNATIONAL INC. and personally known to me
to be the same persons whose names are subscribed to the foregoing in-
strument, appeared before me this day in person and being by me duly
sworn, severally acknowledged that as such Vice President and Assistant
• Secretary they signed the foregoing instrument and caused the corporate
seal of said corporation to be affixed thereto, pursuant to the author-
ity given by the Board of Directors of said corporation, as their free
and voluntary act and the free and voluntary act and deed of said cor-
poration, for the uses and purposes in said instrument set forth.
Given under my hand and notarial seal this 1st day of April, 1975.
Notary Pub c in and for the
County and State aforesaid.
TERESA TROISI
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Sept. 8, 1979
— 11 —
STATE OF ARKANSAS )
) SS
COUNTY OF PULASKI )
BEFORE ME , the undersigned Notary Public, on this
day personally appeared Fred I. Brown, Chairman of the
Little Rock Port Authority, known to me to be the person
whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the
purposes and consideration therein expressed , in the
capacity therein stated and as the act and deed of said
corporation.
GIVEN under my hand and seal of office this 1st
day of April, 1975 .
��
Notary Public ii and for
Pulaski County, Arkansas
My Commission Expires :
FIFTY FOR THE FUTURE
.1
April 8, 1975
Board of Directors
Little Rock Port :authority 4
7500 Lindsey F,cad
Little Rock, Arkansas 72206
Gentlemen:
As you know, Fifty for the Future ("50") has agreed to subsidize the sale
of a plant site in the Port Luthority Industrial Park to Corn Products
Corporation (CFC) at the rate of S2,500 per acre for up to 40 acres.
The terms of the overall arrangement as between your organization, CPC
and "50" are set out in several in_ntr;,•_:`ntr, incl:udinl-, options, a
letter of credit, notes, etc. , tut in view of the fact that the trans-
action may require up to three years to consu,i ate aiv because the
people invojved maz- well change over this ;eriod of tiro, it is the
advice of counsel tint ' 50's' particu3ar obligations be spelled out
in detail as follows:
1. If anC uhen CPC exercises its option to i ur.ci;ase the init_a:
25 acres and after the contract for construction has been let
and 4%ork is un'-?er way, the P .r may draw on '50" for $62,5000.
2. If and when CPC exercises its option to purchase any part of
the next 15 acres, the Port :uthcrit • r!7 !) on ' 50" at
the rate of $2,500 per acre for any acres so ;urchasen, Lut
only for the acres so eu:chased, and not to excedd a total of
$37,500. •
3. "50" has no obligation to subsidize any purchase beuor"d the
40 acres described aiJove for a total cf $100,000 (40 acres at
$2,500 per acre) .
If the above delineation of the arrangement coincides with your under-
standing of ` 50's" obligations thereunder, please indicate your aPproval
by signing in the space provided below.
Very truly yours,
Everett Tucker, Jr.
President
The above is approved: /�
LITTLE ROCK PORT AUTI:ORITY %Z.;.
DATE 1 -f "'///Jl / I 7 ��
•