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Home My Public Portal AboutORD15817 BILL NO. 2018-028 SPONSORED BY Councilman Hussey ORDINANCE NO. 15011 AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A DEVELOPMENT AGREEMENT WITH F&F DEVELOPMENT, LLC PERTAINING TO THE REDEVELOPMENT OF THE 500 BLOCK OF MISSOURI BOULEVARD. NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The Mayor and City Clerk are hereby authorized to execute a development agreement with F&F Development, LLC pertaining to the redevelopment of the 500 block of Missouri Boulevard. Section 2. The agreement shall be substantially the same in form and content as that agreement attached hereto as Exhibit A. Section 3. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: AUltiAet , 0,) a0/0 Approved: , 2-i, O/ 0--0A1(1(t (dejlit(AA-- / Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: Ci "Clerk City •o- selor DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT ("this Agreement") is made and entered into on the last day executed by a party, as indicated on the signature pages below, by and between the City of Jefferson, Missouri, a municipal corporation of the State of Missouri ("City") and F&F Development, LLC ("Developer"). The City and Developer may hereinafter be collectively referred to as the Parties and individually as a Party. RECITALS The Subject Property. The City holds title to certain land currently located in the incorporated area of the City of Jefferson depicted in the attached Exhibit A (the "Subject Property"). Proposed Project. Developer desires to develop the Subject Property for access to commercial uses, which such commercial uses in conjunction with other anticipated commercial and educational uses included as part of the St. Mary's Hospital Tax Increment Financing Plan, are reasonably expected to increase pedestrian and bicycle traffic in the area ofTIF project. NOW, THEREFORE, in view of the foregoing Recitals and in consideration of the mutual promises, declarations, covenants and agreements of the City and Developer as hereinafter set forth, the Parties hereto do hereby agree as follows: 1. City's Obligations for Development. a) Within sixty days of execution of this development agreement, City will convey by quit claim deed the Subject Property to F &F Development. If further surveying, legal descriptions, or other professional services are necessary to convey the Subject Property to Developer, Developer shall bear the cost of such services, including any recording fees. 2. Developer's Obligations for Development. a) Contemporaneously with the City's execution of the above-mentioned quit claim deed, F&F Development shall deliver $15,000 payable to the City of Jefferson. Developer shall also dedicate rights-of-way to the City which shall be sufficient to construct a ten (10) foot wide sidewalk offset from the curb along Dunklin and Bolivar Streets. Nothing herein shall relieve Developer from its obligations to construct standard sidewalks along Bolivar, Dunklin, or Missouri Boulevard as required under the City's regulations for development of real property. 3. Amendments. Any amendment to this Agreement must be in writing and must be executed by the City and the Developer, and any future owner of any part of the Subject Property who would otherwise be obligated to perform any of the requirements imposed upon the Developer by this Agreement. Oral modifications or amendments of this Agreement shall be of no force or effect. 1 4. Remedies. The parties to this Agreement may, either in law or equity, by suit, action, mandamus or other proceedings in court, seek declaratory relief, enforce and compel specific performance of this Agreement, provided that in no event shall the City have any liability in damages, costs (including attorneys' fees) or any other monetary liability to Developer or any affiliate of Developer, any person claiming through Developer, or to their respective successors, assigns, heirs and personal representatives in respect of any suit, claim, or cause of action arising out of this Agreement or any of the actions or transactions contemplated herein. 5. Third Party Actions. Developer shall have the right, but not the obligation to assume the costs of defense of any action or proceeding initiated by a third party challenging this Agreement, or any other actions or transactions contemplated by this Agreement (including, without limitation, to settle or compromise any claim or action for which Developer has assumed the defense) with counsel of Developer's choosing and the City and Developer agree that so long as no conflicts of interest exist between them, the same attorney or attorneys may simultaneously represent the City and Developer in any such proceeding. In no event shall the City have any liability to Developer for damages or otherwise in the event that all or any part of this Agreement or the ordinances approving this agreement shall hereafter be declared invalid or unconstitutional in whole or in part by a final (as to which all rights of appeal have been exhausted or expired) judgment of a court of competent jurisdiction, and, in the event Developer elects not to assume such defense and costs, the City shall have no obligation to defend or to assume the costs of defense of any such action. 6. Notices. All notices between the parties hereto shall be in writing and shall be sent by certified or registered mail, return receipt requested, by personal delivery against receipt, or by overnight courier, and shall be deemed to have been validly served, given or delivered immediately when delivered against receipt or three (3) business days after deposit in the mail, postage prepaid, or one (1) business day after deposit with an overnight courier, and shall be addressed as follows: If to the City: City of Jefferson City Administrator 320 E. McCarty Jefferson City, MO 65101 If to Developer: F &F Development, LLC 221 Bolivar, Suite 400 Jefferson City, MO 65110 Each party shall have the right to specify that notice is to be addressed to another address by giving to the other party ten (10) days written notice thereof. 2 7. Hold Harmless. Developer at its sole cost and expense, hereby agrees to indemnify, protect, release, defend (with counsel acceptable to the City) and hold harmless the City, its municipal officials, elected officials, boards, commissions, officers, employees, attorneys, and agents from and against any and all causes of action, claims, demands, all contractual damages and losses, economic damages and losses, all other damages and losses, liabilities, fines, charges, penalties, administrative and judicial proceedings and orders, judgments, remedial actions of any kind, and all costs and expenses of any kind, including, without limitation, reasonable attorney's fees and costs of defense arising, directly or indirectly, in whole or in part, from the action or inaction of Developer, its agents, representatives, employees, contractors, subcontractors or any other person for whose acts Developer may be liable, in the activities performed, or failed to be performed, by Developer under this Agreement or in the development of the Subject Property, or from breach of this Agreement, except to the extent arising from or caused by the sole or gross negligence or willful misconduct of the City, its elected officials, officers, employees, agents or contractors. The indemnification, duty to defend and hold harmless obligations set forth in this Section shall survive for a period of five (5) years from the date of substantial completion of all improvements contemplated hereunder. 8. Compliance with Laws. Developer shall comply with all applicable state, local, and federal laws in the performance of this Agreement. 9. Entire Agreement. This Agreement contains the entire and complete agreement between the City and the Developer with respect to matters contained herein, all as hereinabove described in the Recitals for this Agreement and the above numbered paragraphs of this Agreement. Parties agree that this Agreement constitutes a lawful contract between the Parties and Developer hereby acknowledges and agrees that this Agreement and provisions of the City's Code of Ordinances applicable to this Agreement constitute lawful exercises of the City's authority and police power. Nothing herein intended to supersede or replace any previous agreement relating to the St. Mary's Tax Increment Financing Plan or the related Community Improvement District. (Signature Pages to Follow) 3 IN WITNESS WHEREOF, the Parties have executed this Agreement and shall be effective on the last day and year indicated below. CITY: City of Jefferson, Missouri By: 5/01.A.Ce: Carrie Tergin, Mayor Date: g —24 0 ATTEST: E ly Do dson, City Clerk Approved as to form: Ry. fr oehlman, City Counselor STATE OF MISSOURI ) ) SS COUNTY OF COLE ) On this day of , 2018, before me appeared Carrie Tergin, to me personally known, who, being by me duly sworn did say that she is Mayor of the City of Jefferson, Missouri, a Missouri constitutional charter city and municipal corporation, and that said instrument was signed on behalf of said City, by authority of its City Council, and said Mayor Carrie Tergin acknowledged said instrument to be the free act and deed of said City and that she executed the same for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto affixed my hand and notarial seal at my office in the State and County aforesaid, on the day and year hereinabove first written. ,Notary Public My commission expires: 4 DEVELOPER: F&F Development, LLC By: -:fiT~ Name & Title: ~ Kw"-SJS .. k:J ~o.?'c.oo _s. ..... A-n:.'"! Date .., I ") Z.o • S STATE OF MISSOURI ) ) ss COUNTY OF COLE ) On this \ l-lh day of ~ , 2018, before me appeared Rob k'.i>M<bLV'i to me personally known, who, being ~ uly sworn did say that he is IM!bcr~.Uo(. QJo. ~ Development, a Missouri limited liability company, and that said instrument was signed on behalf of said company, by authority of its governing body , and said~ ~~bkq acknowledged said instrument to be the free act and deed of said company and t at he executed the same for the purposes therein stated. IN TESTIMONY WHEREOF, l have hereunto affixed my hand and notarial seal at my office in the State and County aforesaid, on the day year hereinabove first written. My commiss ion expires: ;)..{/<..( /"2o2...4 5 KIMBERLY MARIE QUIROUET Notary Public -Notary Seal STATE OF MISSOURI Commissioned for Cole County My Commission expires : February 14, 2021 10 #13398608 EXHIBIT A Subject Property =Subjec t Pro pert y 6 775 !BIT A 2 of 2 W. ELM ST. !I 111 3!1 111!1 IKI E l ! l ! '-(roBE VACAJID) ~~"''I bB """ ~ CITY'&=-JEFFERSON ~·~~\~ ~ I"' ~~~ " 772 " 773 L ~\ ~~ ~\ ', "(j) \ "C '0 ·~ \ \ \\\ \ 776 I I I -l cr.. ~ ~~·(.1) '<}, -..z. <;;?,. ~ ~ \ \ \ \ II ___ \ WALNUT STREET (rO BE VACATED) I J I 777 778 I I I C/1Y OF JEFFERSON 1~ 8-324, P-480 I POB ~~ \ DUNKLIN STREET Jo.oo· II \ __ N_4_7"JJ'56'W-+-