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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 -2- 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. -3- 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) . -4- 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 • -5- 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 -6- 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. -7- 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) -8- EX141BIT A t� OPERATING CONTRACTS None. 9