HomeMy Public PortalAboutORD10077 BILL NO.
SPONSORED BY COUNCILMAN
ORDINANCE NO. 1 40d 7
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, DECLARING REAL PROPERTY
TO BE SURPLUS, AUTHORIZING ITS SALE AND AUTHORIZING THE MAYOR AND
CLERK TO EXECUTE A DEED.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF JEFFERSON, MISSOURI,
AS FOLLOWS:
Section 1. The City Council finds that the following real property
is surplus property of the City, and as such represents a burdensome
cost, and that the property is no longer needed for any public purpose:
All that part of Inlot in the City of Jefferson, Missouri,
numbered on the plat thereof four hundred seventy-nine (479 )
beginning at the northeasterly corner of said Inlot 479 at the
corner of High and Monroe Streets , thence running southwesterly
along the line of said Monroe Street and the easterly line of
said Inlot one hundred ( 100) feet, thence northwesterly parallel
with High Street forty-four (44 ) feet, four and one-half (4�)
inches, thence northeasterly parallel with Monroe Street one
hundred ( 100) feet to High Street, thence southeasterly along
High Street and the northerly line of said Inlot forty-four
(44 ) feet, four and one-half (4�) inches to the point of be-
ginning.
Section 2. The Mayor and City Clerk are hereby authorized to
sell the property to David N. Herman, Inc. for the sum of $196,000.
This sale is authorized only if David N. Herman, Inc. , within two
weeks from the effective date of this Ordinance, submits to the City
its written agreement to purchase the property for $196, 000, along
with $5, 000 earnest money, and only if the sale is closed within
five weeks from the effective date of this Ordinance.
Section 3. The Mayor and City Clerk are hereby authorized to
sell the property to Ronald J. Prenger for the sum of $196, 000 . This
sale is authorized only if David N. Herman, Inc. fails to comply
with Section 2 of this Ordinance, or if David N. Herman, Inc. fails
to comply with an agreement to purchase the property, pursuant to
Section 2, and forfeits its earnest money. The sale must be closed
within three weeks from the date of whichever failure occurs as
specified in this section.
Section 4 . The Mayor and City Clerk are hereby authorized to
execute a deed relinquishing all of the City' s interest in the tract
of ground described in Section 1.
Section 5. This ordinance shall be in full force and effect
from and after its passage and approval.
Passed 43 Approved
Pr-QficTihg Off cer Mayor
ATTEST:
Ci y Clerk
ESTATE REAL ESTATE CONTRACT
of A1 NTRACT is made and entered into this / I day
--1 1983, by and between DAVID N. T-ILI . , a
1%4iss ri corporation, as Buyer, and THE CI'T'Y OF JEFFERSON,
MISSOURI, as Seller.
ARTICLE I
Definitions and Identifications
The following terms shall have the meanings hereinafter set
forth wherever used in this Contract, unless the context clearly
requires otherwise:
1.01 Buyer. the term "Buyer" shall mean DAVID N. HERMAN,
INC. , a Missouri Corporation.
1.02 Seller. The term "Seller" shall mean THE CITY OF
JEFFERSON, T1I550URi.
1.03 Property. The term "Property" shall mean:
(a) All that part of Inlot in the City of Jefferson, Missouri,
numbered on the plat thereof Four Hundred Seventy-nine (479) at the
corner of high and \4onroe Streets, thence running southwesterly along
the line of said Monroe Street and the easterly line of said Inlot One
Hundred Two and 4/10 feet (102.4) feet, thence northwesterly parallel
with High Street Forty-four and 4/10 (44.4) feet to the point of
beginning, commonly known as 240 Last High Street, Jefferson City,
Missouri;
(b) All buildings and other improvements on said real property;
(c) All personal property and fixtures located in or on said
real property and improvements owned by Seller, which shall include
all personal property and fixtures necessary for the operation and
maintenance of said real property and improvements, including
specifically but not limited to the following:
Furnace, window air conditioning units, central air
conditioning units, heating and plumbing equipment and
fixtures, attached mirrors and linoleum, windows, shutters,
venetian blinds, screens, storm windows and doors, draperies,
sheers and curtains, drapery and curtain rods, all attached
carpeting, water fountain, elevators; and
(d) All right, title and interest of Seller in, to and under the
Operating Contracts.
1.04 Operating Contracts. The term "Operating Contracts" shall
mean any and all contracts entered into by Seller in connection with
the management, maintenance, repair and operation of the Property,
including, but not limited to, contracts for repair of heating,
® plumbing and air conditioning systems, and elevator, all of which
Operating Contracts are listed and described in Exhibit "A" attached
hereto and incorporated herein by this reference.
1 .05 Title Company. The terin "Title Company" shall mean any
insurance company it tensed to do business in this state to be chosen
by Buyer and policy to be issued by Cole County Abstract Company,
Jefferson City, Missouri.
1 .06 Closing Date. The term "Closing Date" or "Closing" shall
mean October 31 , 1963, or such other date as may be mutually agreed
upon by the parties.
ARTICLE 2
Agreement of Sale and Purchase
2.01 Sale and Purchase. Seller hereby agrees to sell the
Property to Buyer, and Buyer hereby agrees to purchase the same
from Seller, on the terms, conditions and provisions set forth in this
Contract.
2.02 Purchase Price. The purchase price for the Property shall
be One Hundred Ninety-six Thousand Dollars ($196,000.00) , which
Buyer agrees to pay as follows:
(a) A deposit in the amount of Five Thousand Dollars
($5,000.00) (hereinafter referred to as the "Deposit") at the signing
of this Contract, receipt of which is hereby acknowledged by Gary
Hamburg, City Administrator, as escrow agent, to be held by him and
delivered to Seller at the Closing as part of the purchase price
hereunder;
(b) The sum of One Hundred Ninety-one Thousand Dollars
($191,000.00) in cash, by certified or cashier's check payable to
Seller, on the Closing Date.
2.03 Inspections. Buyer shall have the right, at its option, to
have the Property inspected, at Buyer's expense, for infestation by
termites or other insects and for defects in the plumbing system,
wiring and electrical system, heating and cooling systems,
foundation, roof and other structural components of the improvements.
ARTICLE 3
Title
3.01 Title Insurance. Within ten (10) days from the date of this
Contract, Seller shall obtain and deliver to Buyer, with a copy to
Buyer's counsel, Mark P. Herman, Esq. , 2800 City Center Square,
1100 Main, Kansas City, Missouri 64105, a commitment from the Title
Company pursuant to which the Title Company shall agree to issue to
Buyer on the Closing Date an owner's title insurance policy, on the
now current ALTA standard Form "B" policy, in the full amount of the
purchase price, insuring good and merchantable fee simple title to
the Property in Buyer, subject to no liens, exceptions, restrictions or
easements of any kind whatsoever (except zoning laws, neighborhood
restrictions and utility easements along the outer ten feet (10, 1 of
the Property) , unless specifically accepted by Buyer; PROVIDED,
HOWEVER, that there shall be eliminated from such policy the
® standard printed exception relating to survey and mechanics' liens.
Seller agrees to furnish to the 'title Company an affidavit, on the
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Title Company's standard form, which will permit the Title Company
to delete said exception. Seller further agrees to furnish to the Title
Company a survey, satisfactory to the Title Company for removal of
the standard printed exception relating to survey matters. All other
standard exceptions to be accepted by the Buyer.
Buyer shall have ten (10) days after receiving said commitment
to specify any objections to the same to Seller in writing, and Seller
shall have a further period of ten (10) clays after receipt of any
such objections to make any corrections in title required by Buyer or
the Title Company. If such commitment is not delivered within the
time provided, or if any such defects in title are not rectified within
said ten (10) day period, then Buyer shall have the right to either
(a) waive such objections to title, in whole or in part, by written
notice to Seller, and proceed to close this transaction, or (b) cancel
this Contract, in which event the Deposit shall be immediately
returned to Buyer in full, and neither party shall have any further
obligation to the other hereunder.
Seller and Buyer shall divide the cost of the title policy as
such $300.00 to be paid by Seller and balance to be paid by Buyer.
3.02 Deed. Seller shall deliver to Buyer on the Closing Date a
special warranty deed, duly executed and in proper form for
recording, conveying the Property to Buyer free and clear of all
liens and encumbrances whatsoever except as herein specifically
provided.
3.03 Discrepancies. The parties agree that discrepancies as to
the legal description of the Property exist. There appears to be the
possibility of a description which differs from that set out in the
judgment rendered by the Circuit Court of Cole County on January 15,
1982. The Seller is to commission a certified survey to ascertain the
correct legal description of the Property, and the parties agree to
abide by same. Should such legal description require the transference
of land in excess of the legal description in said court proceeding,
Seller may convey such excess by quit claim deed, subject to the
title exceptions as set forth in this agreement. The Buyer may
request: such exceptions, if any, be removed by Seller and Seller may
remove them. If Seller refuses to remove such exceptions, Buyer may
waive the exceptions and close this transaction, or rescind this
contract and all earnest money deposited shall be refunded.
ARTICLE 4
Closing
4.01 Time of Closing. The closing of the transaction
contemplated herein shall take place at the office of Buyer's Lender,
or at such other place as may be mutually agreed upon by the
parties, at 2:00 P.M. on the Closing Date.
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4.02 Prorations and Adjustments.
(a) Final meter readings and bills for all utilities used or
consumed in the Property, including water, electricity and gas
service, shall be requested by Seller prior to the Closing Date from
the utility companies furnishing the same. The aggregate amount of
all such bills allocable to the period prior to the Closing Date and
remaining unpaid shall be credit to Buyer as of Closing Date;
PROVIDED, HOWEVER, that the parties shall agree upon an equitable
adjustment with respect to any portion of such charges for utility
services which cannot be ascertained as of the Closing Date.
(b) There are no special assessments and benefit taxes upon the
property. Seller is aware of no pending proposal to create a special
assessment on the Property, nor to create a special benefit district
which will cause an assessment to be imposed thereon.
(c) Any rents received with respect to the Property during the
month of Closing shall be prorated between Seller and Buyer as of
the Closing Date.
4.03 Closing�Costs.
(a) Buyer agrees to pay the cost of recording the warranty
deed and any Deed of Trust.
(b) Seller agrees to pay the Title Company's fee in preparation
of deeds, other than title insurance, if any, in connection with the
Amok closing of this transaction.
4.04 Closing Obligations of Seller. On the Closing Date, Seller
shall deliver to Buyer the following:
(a) A special warranty deed as hereinabove provided.
(b) A bill of sale, duly executed by Seller, conveying to Buyer
all of Seller's right, title and interest in and to all personal
property and fixtures in or upon the Property or used in connection
therewith.
(c) An assignment, duly executed by Seller, of all right, title
and interest of Seller in, to and under the Operating Contracts.
(d) A complete and correct copy of each and every Operating
Contract in force and effect as of the Closing Date.
(e) Certification that the leased portion of the Property meets
all city and county building and fire codes and that the fire escape
installed by the Seller meets such codes.
4.05 Closing Obligations of Buyer. On the Closing Date, Buyer
shall deliver to Seller a a certified or cashier's check in the
amount of One Hundred Ninety-one Thousand Dollars ($191,000.00) .
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4.06 Possession. Seller shall deliver possession of the Property
to Buyer, in broom clean condition, on the Closing Date, or on such
AML earlier date as may be mutually agreed upon by the parties.
ARTICLE 5
Representations, Covenants and Warranties
As of the date of this Contract and as of the Closing Date,
Seller represents and warrants to and covenants and agrees with
Buyer that to the best of Seller's knowledge, after reasonable
inquiry, all of which representations and warranties shall survive
the Closing:
(a) Seller has good, indefeasible and marketable title to the
Property, including, but not limited to, personal property and
fixtures, free and clear of all liens, encumbrances, leases, tenancies,
rights-of-way, easements, judgments and other matters affecting title,
except for the matters in this Contract specifically permitted.
(b) As of the Closing Date there will not be any leases other
than the lease with Buyer, tenancies or other rights of occupancy or
use for any portion of the Property.
(c) No brokerage or leasing commission or other compensation
shall be due and payable to any person, firm, corporation or other
entity on account of or with respect to the Property which is or may
be enforceable against Buyer or the Property.
(d) The leased portion of the property meets all city and
county building and fires codes.
(e) No notice has been or will have been given to Seller by
any insurance company which has issued a policy with respect to the
Property, or by any Board of Fire Underwriters (or other body
exercising similar functions) requesting the performance of any
repairs, alterations or other work in, on or to the Property which
has not been complied with.
(f) There is not any action, suit or proceeding pending or
threatened against or affecting the Property or any portion thereof in
any court or by or before any federal, state, county or municipal
department, commission, board, bureau or agency, or other
governmental instrumentality.
ARTICLE 6
Damage to Improvements and Condemnation
6.01 Damage to Improvements. If before the Closing Date the
improvements on the Property are damaged or destroyed by fire or
other cause, Buyer shall have the right to either (a) have such
damage repaired by Seller at Seller's expense (but only to the extent
such damage is covered by Seller's existing insurance on the
Property) , and proceed to close this transaction, in which event the
•
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Closing, Date shall be postponed for such reasonable additional period
as may be necessary for Seller to complete such repair, or ( b) cancel
Aft this Contract by written notice to Seller given within ten (10) days
after Buyer receives notice of such damage or destruction, in which
event the Deposit shall be immediately returned to Buyer in full, and
neither party shall have any further obligation to the other
hereunder.
Seller agrees, at its cost and expense, to keep the Property
insured against fire and other perils customarily included in
so-called "extended coverage" insurance, to and including the Closing
Date, in an amount of not less than the full insurable value thereof.
6.02 Condemnation. If prior to the Closing Date either party
hereto receives notice of condemnation or eminent domain proceedings
being contemplated or initiated against all or any portion of the
Property, then Buyer shall have the right to either (a) take an
assignment from Seller of all right and interest of Seller in and to
any award to be made by the condemning authority, and proceed to
close this transaction, or (b) cancel this Contract by written notice
to Seller, in which event the Deposit shall be immediately returned to
Buyer in full, and neither party shall have any further obligation to
the other hereunder.
ARTICLE 7
Default
7.01 Buyer Default. If Seller has kept Seller's part of this
Contract, and Buyer fails to comply as herein provided, within ten
(10) days after receiving written notice of default, unless Buyer has
cured said default within such period, then the Deposit shall be paid
to Seller as liquidated damages, and neither party shall have any
further obligation to the other hereunder.
7.02 Seller Default. if Buyer has kept Buyer's part of this
Contract, and Seller fails to comply as herein provided within ten
(10) days after receiving written notice of default, unless Seller has
cured said default within such period, then Buyer shall have the
right to either (a) cancel this Contract, in which even all amounts
theretofore paid by Buyer to Seller hereunder shall be immediately
returned to Buyer in full, and neither party shall have any further
obligation to the other hereunder, or (b) enforce this Contract and
sue for specific performances.
ARTICLE 8
Miscellaneous
8.01 Further Assurances of Seller. In addition to the obligations
herein specified to be performed by Seller at the Closing, Seller
agrees to perform such other and further acts and to execute,
acknowledge and deliver, subsequent to the Closing Date, such other
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instruments, documents and other materials as Buyer may reasonably
request in order to effect tile_ consummation of the transaction
contemplated herein and to vest title to the Property (with its assets
intact and in good standing) in Buyer.
8.02 Access to Buyer. During the period between the execution
of this Contract and the Closing Date, Buyer shall have reasonable
access to the Property at all times for the purpose of examining the
same, taking measurements and showing, the same to decorators,
designers, contractors and others.
8.03 Survival. All obligations of Seller which by their nature
involve per orb mance in any particular after the Closing Date, or
which cannot be ascertained to have been fully performed until after
the Closing Date, shall survive the Closing Date.
8.04 Time. Time is of the essence of this Contract.
8.05 Entire Agreement. This Contract contains the entire
agreement between Buyer and Seller with respect to the matters set
forth herein, and there are no other terms, conditions, promises,
understanding, statements or representations, express or implied,
concerning the transaction contemplated herein.
8.06 Severability. If any provision of this Contract or the
application thereof to any person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Contract and the
application of such provision to other persons or circumstances shall
AM not be affected thereby, and shall be enforced to the greatest extent
permitted by law.
8.07 Successors. This Contract shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs,
executors, administrators, personal representatives, and successors.
8.08 Headings. The headings used in this Contract have been
inserted for convenience of reference only, and shall in no way be
deemed to modify or restrict, nor be used to construe, any of the
provisions hereof.
8.09 Exhibits. All Exhibits to this Contract are hereby
incorporated herein by reference as though set forth at length herein.
8.10 Governing Law. This Contract shall be governed by and
construed in accordance with the laws of the State of Missouri.
8.11 Notices. All notices and other communications required or
permitted to be given hereunder shall be in writing and shall be
mailed first class, by registered or certified mail, postage prepaid,
return receipt requested, addressed as set forth below. Either party
may change its address for notice purposes upon at least five (5)
days' prior written notice to the other.
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It to Buyer:
Robert S. Berman, President With a copy to:
David N. Herman, Inc. Mark P.
240 E. High on Esq.
M L"
Jefferson City, MO 65101 yron . Sildon Associates, P.C.
2800 City Center Square
1100 Main Street
Kansas City, MO 64105
If to Seller:
Gary Hamburg
City Administrator
320 E. McCarty
Jefferson City, MO 65101
IN W IT14ESS WHEREOF, the parties have executed this Contract
the day and year first above written.
THE CITY OF JEFFERSON, MISSOURI
By �e�..•
yor
V
ATTEST:
City Clerk
(City Seal)
DAVID N. HERMAN, INC.
f
BY,� C/ /
it e: )7,2e,5
ATTEST:
Secretary
(Corporate Seal)
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EX141BIT A
t� OPERATING CONTRACTS
None.
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