HomeMy Public PortalAboutORD10740 BII►L NO. Fig " � � r
Alikk SPONSORED BY COUNCILMAN
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING THE
TERMS AND CONDITIONS OF A CONTRACT BETWEEN WAL-MART PROPERTIES,
INC. , AND THE CITY FOR THE PURCHASE OF REAL ESTATE AND
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE DOCUMENTS
RELATING TO THAT PURCHASE.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI,
AS FOLLOWS:
Section 1. The City Council hereby approves the terms and
conditions of a written contract, attached hereto as Exhibit A,
for the purchase of real estate within the City for the sum of .
$84 , 576.10.
Section 2 . The Mayor and City Clerk are hereby authorized
to execute any further documents relating to the purchase of said
real estate.
Section 3. This ordinance shall be in full force and effect
from and after its passage and approval.
Passed /S�� Approved
Pres ' ing Of f is yor
ATTEST:
,�e � City Clerk
AGREEMENT OF SALE
This Agreement is dated as of the _ day of �,__ l r 1986, between
® Wal-Mart Properties, Inc. , a Delaware corporation ("Wales Mar-t—") , and City of
Jefferson, a municipality ("Purchaser").
In consideration of the covenants and agreements of the respective parties
as hereinafter set forth, Wal-Mart shall sell and Purchaser shall purchase a
tract of land more particularly described in Exhibit A attached hereto and made
a part hereof, located in or near the City of Jefferson City, Cole County,
Missouri, together with all improvements thereon, easements and rights
appurtenant thereto (the "Property").
The following terms, provisions and conditions are further agreed to:
1. Purchase Price. The purchase price for the Property shall be
Eighty-Four Thousand Five Hundred Seventy-Six and 10/100 Dollars ($84,576.10)
(the "Purchase Price") payable as follows:
(a) Five Thousand Dollars ($5,000.00) paid contemporaneously with the
execution by Purchaser of this Agreement (the "Deposit"), and
(b) The balance of Seventy-Nine Thousand Five Hundred Seventy-Six and
10/100 Dollars ($79,576.10) paid on the date of the closing of this
sale (the "Closing") by certified check or Federal wire transfer.
2. Sury Purchaser, at its expense, may obtain a current survey of the
Property prepared by a Registered Surveyor (the "Survey") within ten (10) days
after the date of this Agreement.
3. Title Insurance. Wal-Mart, at Wal-Mart's expense and within ten (10)
days of the date on which it receives a satisfactory Survey as provided in
Section hereof, may obtain a standard form ALTA Owner's Title Commitment
Policy (the "Commitment") covering the Property and issued by a title insurance
company of Wal-Mart's choice ("Title Company") , together with copies of all
instruments, if any, referred to in the Commitment as exceptions to title. If
reasonable and substantial exceptions appear in the Commitment, other than the
standard pre-printed exceptions, which are objectionable to Purchaser, Purchaser
shall , within such ten (10)-day period, notify Wal-Mart in writing of such fact.
Upon the expiration of said ten (10)-day period, Purchaser shall be deemed to
have accepted all exceptions to title as shown on the Commitment, except for
matters to which notice under the preceding sentence has been given by Wal-Mart,
and such exceptions shall be included in the term "Permitted Exceptions" as used
herein. Wal-Mart shall , within thirty (30) days of receipt of said notice of
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exceptions, have the option in its sole discretion of either (a) terminating
this agreement, or (b) clearing the title of the objections so specified. The
® parties agree to close within ten (10) days following the date upon which all
conditions and contingencies are satisfied.
4. Deed. At the Closing, Wal-Mart shall deliver to Purchaser a General
Warranty Deed conveying the Property, reciting and incorporating the covenants,
conditions and restrictions set forth in Paragraph 7 of this Agreement. It is
further understood and agreed that the covenants, conditions and restrictions
set forth in Paragraph 7 shall be inserted by the Purchaser under this Agreement
in every deed to be delivered by it conveying lots or plots or other portions of
the Property and that such insertion of such covenants, conditions and
restrictions in such deed shall be deemed a part of the consideration of this
Agreement.
5. Condemnation. If, prior to the Closing, all or any part of the
Property shall be condemned by governmental or other lawful authority, Wal-Mart
shall have the option of (a) completing the purchase, in which event all
condemnation proceeds or claims thereof shall be assigned to Purchaser, or (b)
canceling this Agreement, in which event the Deposit shall be returned to
Purchaser and this Agreement shall be terminated with neither party having any
rights against the other, and Wal-Mart shall be entitled to any and all
condemnation proceeds.
6. Property Sold "As Is". No representations or warranties have been
made by Wal-Mart or anyone in its behalf to the Purchaser as to the condition of
the Property hereinbefore described or the improvements thereon erected, and it
is understood and agreed that the said Property is sold "as is" at the time this
Agreement is closed.
7. Covenants, Conditions and Restrictions. Purchaser hereby covenants
that without the written consent of Wal-Mart, its successors, or assigns that
the Property shall only be used for general municipal purposes for a period of
20 years or as long thereafter as Wal-Mart, its successors, or assigns operate a
retail or wholesale business adjacent to the property.
8. Taxes and Assessments. Real property taxes, water rates and sewer
charges and rents for the then current calendar year, if any, shall be prorated
and adjusted on the basis of thirty (30) days to each month, Purchaser to have
the last day, to the date of Closing. If the Closing shall occur before the tax
rate is fixed for the then-current year, the apportionment of taxes shall be
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upon the basis of the tax rate for the preceding year applied to the latest
,assessed valuation, with the proration to be adjusted between the parties based
on actual taxes for the year in which Closing occurs at the time such actual
taxes are determined. Assessments for improvements, either general or special ,
that have been assessed and billed prior to the date of Closing, shall be paid
In full by Wal-Mart. All other assessments shall be paid by Purchaser.
9. Transfer and Sales Taxes. The expense and cost of all Federal , state
and local documentary or revenue stamps, transfer, sales and other taxes, if
any, relating to the sale of the Property shall be paid by Purchaser on the date
of Closing. Both parties agree to execute any tax returns required to be filed
in connection with any such taxes.
10. Default by Seller. If Purchaser fails or refuses to comply fully with
the terms of this Agreement for any reason, Wal-Mart may, at its option, (a)
rescind this Agreement and retain the Deposit as liquidated damages, or (b)
pursue any other legal or equitable remedy, including without limitation a suit
AOL for specific performance.
11. Right of Entry. At any time prior to the Closing, and at Purchaser's
sole expense, Purchaser or its authorized agents shall have the right to enter
upon the Property for any lawful purpose, including without limitation making
surveys and site analyses, test borings and engineering studies.
12. Assignmt. Neither Purchaser nor Wal-Mart shall - assign this
Agreement or any right granted herein without the written consent of the other
party.
13. Brokerage Fees. The parties hereby agree that Wal-Mart shall not be
obligated to pay any brokerage fee or commission for the sale contemplated by
this Agreement.
14. Notices. All notices and other communications required or permitted
to be given hereunder shall be in writing and shall be mailed by certified or
registered mail , postage prepaid, addressed as follows:
If to Wal-Mart: If to Purchaser:
Wal-Mart Properties, Inc. City of Jefferson
701 South Walton Blvd. 320 E. McCarty St.
Mitchell Building Jefferson City, MO 65101
Bentonville, AR 72716
Attention: Excess Property Attention: City_ Counselor
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15. Closing. The Closing shall take place at a place and time mutually
agreed upon by the parties.
16. Closing Costs. Purchaser shall pay all closing costs.
17. Entire Agreement. This Agreement contains the entire agreement
between Purchaser and Wal-Mart, and there are no other terms, conditions,
promises, undertakings, statements or representations, express or implied,
concerning the sale contemplated by this Agreement.
18. Headings. The headings to the Sections hereof have been inserted for
convenience of reference only and shall in no way modify or restrict any
provisions hereof or be used to construe any such provisions.
19. Modifications. The terms of this Agreement may not be amended, waived
or terminated orally, but only by an instrument in writing signed by both
Purchaser and Wal-Mart.
20. Attorneys Fees. If either party shall be required to employ an
attorney to enforce or defend the rights of such party hereunder, the prevailing
Ah party shall be entitled to recover reasonable attorney fees.
IV
21. Successors. This Agreement shall inure to the benefit of and bind the
parties hereto and their respective successors and assigns.
IM WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
CITY OF JEFFERSON s
By:
Title:
WITNESS OR ATTEST:
;,4j -
T�`
WAL-MART PFWSRT IE , INC.
By• ---��
Title:
ATT
ssistant Searetary
(SEAL)
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EXHIBIT A
® A parcel of land situate in the Southwest Quarter of the tortheast Quarter
of Section 11, Township 44 North, Range 12 West, in the City of Jefferson,
County of Cole, Missouri; and being more particularly described as
follows:
Beginning at a stone at the center of said Section 11; thende°'"
N 86°01143" E along the South Line of the said Southwest Quarter- of- the
Northeast Quarter of said Section 11, 703.03 feet to the Southwest corner
of a parcel as described in Book 236, Page 793, Cole County Rec,Q der's
Office; thence leaving the said South Line of the said*—5oUA%4e-'9t—' 4Garter
of the Northeast Quarter of said Section 11 on a bearing of N 05'211171 W
and along the West Line of the parcel as described in said Book '136•, Page
793, 385.99 feet to the South Line of a ten foot wide Sanitary Sewer
Easement, the centerline of said easement being desoribedt;� 80,
Page 676, Cole County Recorder's Office; thence leaving the said West Line
of the parcel as described in said Book 236, Page 793 on a bearing of
S 88°26143" W, and along the South Line of the said ten foot wide easement '
and the Westerly Extension thereof, 705.33 feet to the West Line of the
said Southwest Quarter of the Northeast Quarter of said Section 11; thence
leaving the said Westerly Extension of the South Line of said ten foot
wide easement on a bearing of S 05°29108" E, and along the said West Line ;
of the Southwest Quarter of the Northeast Quarter of said Section 11,
415.76 feet to the point of beginning.
Containing in all, 281,920.36 square feet' (6.472 acres).
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