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HomeMy Public PortalAboutORD15863 BILL NO. 2018-081 SPONSORED BY Councilman Kemna ORDINANCE NO. 1513(0.- AN AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A REDEVELOPMENT CONTRACT WITH THE HOUSING AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI. 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 contract for redevelopment with the Housing Authority of the City of Jefferson, Missouri. Section 2. The agreement shall be substantially the same in form and content as that agreement attached hereto as Exhibit A. Section 3. The Mayor, City Clerk, City Administrator, and City Counselor are hereby authorized to execute all other necessary instruments and appurtenant documents to carry out the intent of this ordinance. Section 4. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: wh4e. ry) r1) Q-0/ Approved:11\ 0 (dv 47)1,4 Ohlr: Presiding Officer Mayor Carrie Tergin ATTET: APPROVED AS TO FORM: City lerk Ci .unselor EXHIBIT A REDEVELOPMENT CONTRACT Agreement made this 18th day of December, 2018, between the Housing Authority of the City of Jefferson, Missouri, a municipal corporation, acting as a Land Clearance for Redevelopment Authority (the "Housing Authority") and the City of Jefferson, Missouri, a municipal corporation(the "City"). WHEREAS, in furtherance of the objectives of the Land Clearance for Redevelopment Authority law, the Housing Authority has undertaken a program for the clearance and reconstruction and rehabilitation of slum and blighted areas in the City of Jefferson (hereinafter "City"), and in this connection is engaged in carrying out an Urban Renewal project known as Project Urban Renewal MO. R-45 (hereinafter called "Project"); and WHEREAS, as of the date of this Agreement there has been prepared and approved by the Housing Authority and the City of Jefferson an Urban Renewal Plan for the Project, (which, as from time to time amended, is hereinafter referred to as the "Plan"); and WHEREAS, a copy of the initial plan has been recorded in the Office of the Cole County Recorder of Deeds in Book 205, Page 65, and copies of amendments thereto have also been recorded; and WHEREAS, in 1974, the Housing Authority received Adrian's Island as a gift from the Adrian family; and WHEREAS, the Housing Authority has since that time engaged in several feasibility and development studies for Adrian's Island, and has worked toward the goal of establishing a passive public park there with the City of Jefferson and the Deborah Cooper Foundation; and WHEREAS, in furtherance of the objectives of the law and the Plan, and particularly to promote the development and use of Adrian's Island as a passive public park as set out in the Plan, the Housing Authority has offered to sell and convey to the City, and the City has been willing to purchase and accept, certain real property located in the Project area, more particularly described in Exhibit A hereof, annexed hereto and made a part hereof(which property as so described is hereinafter called "Property") and to redevelop the Property for and in accordance with the uses specified in the Plan and in accordance with this Agreement; and WHEREAS, the City is willing to purchase and accept the Propert y and to cause it to be redeveloped in accordance with the uses specified in the Plan and in accordance with this Agreement; and WHEREAS, the Housing Authority may, under Section 99.450(3)(c) of the Revised Statutes of Missouri, convey property that it owns which is located within an urban renewal area to the municipality or other appropriate body in accordance with the redevelopment plan to be used for public purposes, including parks; and WHEREAS, the Housing Authority has the authority to dispose of land for Project Improvements upon the terms and conditions set forth herein; and WHEREAS, the Housing Authority believes that the redevelopment of the Property pursuant to this Agreement is in the best interests of the City and of the health, safety, morals and welfare of its residents and in accordance with the public purposes and provisions of the applicable federal, state and local laws and requirements under which the Project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations set forth in this Agreement, the parties agree as follows: SECTION I PURCHASE PRICE Subject to all terms, covenants and conditions of this Agreement, the Housing Authority will sell the Property to the City upon the following terms and conditions: (a) The City will purchase the Property from the Housing Authority and pay therefor the amount of Ten Dollars ($10.00) (hereinafter the "Purchase Price"). (b) Upon closing the Housing Authority shall deliver a quit-claim deed, dated the date of closing, conveying the Property to the “City of Jefferson, Missouri, for the use and benefit of the Jefferson City Parks and Recreation Commission,” and the City will deliver cash or certified check in the amount of the Purchase Price. SECTION II CONVEYANCE OF PROPERTY 3 (a) Form of Deed. The Housing Authority shall convey to the City title by quit-claim deed (hereinafter called "Deed"), free and clear of all reservations and encumbrances except: 1. those easements specified in the Plan and easements of record; 2. building and use restrictions set forth in the Plan, the covenants, terms and conditions of this Agreement and all building and zoning codes, regulations, ordinances and laws of the City and State of Missouri; 3. the payment of any general taxes for the year in which the conveyance is made; 4. the restrictions in the Deed pursuant to this Agreement. (b) Time and Place for Delivery of Deed. The Housing Authority shall deliver the Deed and possession of the Property to the City at such time as the parties hereto may mutually agree in writing (“Closing”). Closing shall be held at the principal office of the Housing Authority and the City shall accept the conveyance and pay t he Purchase Price described above. (c) Recordation of Deed. The City shall promptly record the Deed with the Recorder of Deeds for Cole County, the county in which the Property is situate. The City shall pay all costs for so recording the Deed. (d) Evidence of Title. The Housing Authority shall deliver to the City at least fifteen (15) days prior to Closing a commitment to issue an owner's policy of title insurance showing clear marketable title vested in the Housing Authority as required by this Agreement and subject only to the conditions of title set forth in subparagraph (a) above and to liens of record which can be removed as of course by the payment of money. The City shall have ten (10) days after delivery of the title insurance commitment to examine the same and if the title of said real property is defective, the City shall specify the objections in writing and deliver the same to the Housing Authority within ten (10) days after delivery of the title insurance commitment. The Housing Authority shall correct such defects within sixty (60) days from the date of delivery of such objections. Any defects appearing in the title insurance commitment and not objected to, except liens of record which can be removed as of course by the payment of money, shall be deemed waived. If any of said defects so noted are not corrected within said sixty (60) day period, then this contract shall be null and void. It is understood and agreed that title herein required to be furnished is marketable title as set forth in Title 4 Standard 4 of the Missouri Bar. It is also agreed that any encumbrance or defect in the title which is within the scope of any of the Title Standards of the Missouri Bar shall not constitute a valid objection on the part of the City, provided the Housing Authority furnishes the affidavits or other title papers, if any, described by the applicable title standard. SECTION III SITE CLEARANCE AND PREPARATION Except as otherwise stated herein, no demolition, site clearance or preparation shall be required by the City of the Housing Authority. SECTION IV PLANS AND SPECIFICATIONS (a) The City, through the Parks Commission, shall redevelop the Property with the construction of a passive public park on Adrian’s Island. (b) The Parks Commission shall submit its detailed plans and specifications to the Housing Authority prior to beginning construction of the improvements for the Housing Authority's review and comment. SECTION V TIME FOR COMMENCEMENT AND COMPLETION OF CONSTRUCTION (a) Construction of the improvements to be constructed on the Property pursuant to this Agreement shall be commenced and completed in accordance with any time frames set forth in the that certain Master License and Cooperative Agreement by and between the City, the Parks and Recreation Commission, the Jefferson City Parks and Recreation Foundation, and the Jefferson City Area Chamber of Commerce, approved the by City Council on December 17, 2018. The City agrees that it, acting through the Parks and Recreation Commission shall construct and maintain improvements and to operate the Property in accordance with all applicable federal, state and local laws and regulations. (b) The City agrees for itself, its successors and assigns, and every successor in interest to any part of the Property, and the Deed shall contain covenants on the part of 5 the City for itself and its successors and assigns, that it, acting through the Parks and Recreation Commission, and its successors and assigns shall commence and complete the construction of the improvements on the Property within the period specified in Paragraph (a) of this Section, and the Deed shall so expressly provide, that the covenants of commencement and completion shall be covenants running with the land, binding for the benefit of the Housing Authority, and enforceable by the Housing Authority and its successors against the City, Parks and Recreation Commission and its successors and assigns until such construction has been completed within the time for completion as herein provided in accordance with plans and specifications, the Plan and this Agreement (herein "Completion"). (c) Promptly after Completion of the construction in accordance with this Agreement, Housing Authority will furnish the City with an appropriate certificate of completion so certifying. SECTION VI RESTRICTION ON USE AND COVENANTS The City represents and agrees that its purchase of the Property, and its other undertakings pursuant to this Agreement, are and will be used for the purpose of redevelopment of the Property and not for speculation in land holding. The City agrees for itself, and its successors and assigns, and every successor in interest to any part of the Property, and the Deed shall contain covenants on the part of the City for itself and its successors and assigns, to run with the land, that the City and its successors and assigns shall: (1) Devote the Property only to and in accordance with the uses specified in the Plan for the period of the Plan; (2) Not discriminate on the basis of race, color, creed or national origin in the construction, sale, lease or rental or in the use or occupancy of the Property or any improvements located or to be erected on any part of the Property; (3) Construct the improvements referenced above or cause them to be constructed and completed as provided in Section V hereof; (4) Not sell or assign any interest in the facility or the Property for the period of the Plan until 2028 without the prior written approval of the Housing Authority; 6 (5) Retain and use the name “Adrian” for all or a prominent part of the Property, and cause to be constructed and maintained a bronze commemorative plaque thereon acknowledging the Adrian Family’s gift in a prominent place upon the land with wording having been approved by the Adrian Family; and (6) Use the name of “Deborah Cooper Park” to reflect the assistance of the Deborah Cooper Foundation in the implementation of this park project. SECTION VII COVENANTS BINDING ON SUCCESSORS IN INTEREST, DURATION It is intended and agreed, and the Deed shall so expressly provide, that the covenants provided in Sections V and VI shall be covenants running with the land and binding to the fullest extent permitted by law and equity for the benefit and in favor of, and enforceable by the Housing Authority, its successors and assigns, and the United States in the case of covenant provided in Section VI, subparagraph (2), against the City, the Parks Commission, its successors and assigns, and every successor in interest to any part of the Property or any interest therein. The covenants provided in Sections V and VI (3) shall remain in effect from the date of the Deed until Completion. The covenants provided in Section VI, subparagraphs (1), (5) and (6) shall remain in effect from the date of the Deed as long as the Plan remains in effect. The covenants provided in Section VI, subparagraph (2) shall remain in effect without limitations as to time. The covenant provided in Section VI, subparagraph (4) shall remain in effect from the date of the Deed until January 1, 2029. After Completion of construction, the covenants provided in Section VI (1), (2), (4), (5) and (6) shall be binding on the City and each successor in interest, respectively, only during the period as such party or person shall have title to or an interest in the Property. SECTION VIII [RESERVED] SECTION IX RELEASES The City has primary construction and redevelopment responsibility and is not a partner or joint venturer with the Housing Authority on the development of the Property or the construction thereon. The City agrees that any agreements with the contractors, 7 operator, lenders or others will contain provisions releasing the Housing Authority and it commissioners, employees and agents from any claims of or liabilities to such contractor, operator or lenders involving the construction or management of the Property and the improvements including, but not limited to, any claims or liabilities resulting from a loss of property by theft or burglary, accidental damage to person or property on or about the Property and the facility, any damage caused by action of the natural elements or defects in the construction or development of the Property or i mprovements, or damage or injury resulting from the conduct of employees or agents of the City, the Parks and Recreation Commission, contractor, or operator or others. SECTION X REMEDIES (a) In General. Except as otherwise provided in this Agreement, in the event of any default in or breach of the Agreement, or any of its terms or conditions, by either party or by any successor, such party (or successor), on written notice from the other, shall proceed immediately to cure or remedy such default or breach, and, in any event, shall remedy the breach within sixty (60) days after the receipt of such notice or if such breach cannot be cured within such sixty (60) day period then within such reasonable period of time as may be required to cure or remedy such breach. In case such action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied within a reasonable time, the aggrieved party may institute such proceedings as may be necessary and desirable in its opinion to cure and remedy such default or breach, including, but not limited to, proceedings to compel specific performance by the party in default or breach of its obligations. (b) Revesting Title in the Housing Authority on Happening of Events Subsequent to Conveyance to the City. In the event that subsequent to conveyance of the Property to the City and prior to Completion of construction of the facility as required by this Agreement: (1) The City (or any successor in interest) shall default in or violate its obligations with respect to the construction of the improvements (including the dates for the commencement and Completion of construction of improvements), or having commenced construction shall abandon or suspend construction work for more than forty-five (45) days, provided that scheduled, seasonal breaks in work or delays caused by Acts of God shall not be used calculating such time, and any such default, violation, abandonment or suspension shall not be cured within thirty (30) days after written demand by the Housing Authority; or 8 (2) There is, in violation of this Agreement, any transfer of any part of the Property and such violation shall not be cured within thirty (30) days after written demand by the Housing Authority to the City; then the Housing Authority may terminate this Agreement, take possession of the Property and reenter the Property, in which case the City shall, on demand of the Housing Authority, reconvey the Property to the Housing Authority. On the request of the Housing Authority, the City shall deposit a deed in escrow with the title company pursuant to a mutually satisfactory escrow agreement between the City, the Housing Authority and the title company, in implementation of this Section X. The deed shall be returned to the City on completion. SECTION XI CONFLICTS OF INTEREST: THE HOUSING AUTHORITY'S REPRESENTATIVES NOT INDIVIDUALLY LIABLE (a) No member, official or employee of the Housing Authority shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interests of any corporation, partnership or association in which he or she is, directly or indirectly, interested. (b) No member, official, employee or agent of the Housing Authority shall be personally liable to the City or any successor in interest in the event of any default or breach of the Housing Authority or for any amount that may become due to the City or its successor, or in any obligation under the terms of this Agreement. (c) No member of or delegate to the Congress of the United States of America shall be admitted to any share or part of this Agreement or to any benefit that may arise therefrom provided, however, that this subsection shall not be deemed to be applicable to any lease or rental or use of part of the facility to such member or delegate by the City in the ordinary course of business with respect to the facility constructed on the Property by the City pursuant to this Agreement. 9 SECTION XII MODIFICATIONS This Redevelopment Contract shall not be modified except in writing duly approved by the parties or their successors or assigns. SECTION XIII PROVISIONS NOT MERGED WITH DEED No provision of this Agreement is intended to be or shall be merged by reason of any deed transferring title to the Property from the Housing Authority to the City or any successor in interest, and such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. SECTION XIV RIGHT OF ACCESS TO PROPERTY The Housing Authority reserves for itself and any public utility company, as may be appropriate, the right to enter upon the Property at all reasonable t imes for its lawful purposes. SECTION XV OTHER RIGHTS AND REMEDIES OF THE HOUSING AUTHORITY; NO WAIVER BY DELAY (a) The Housing Authority shall have the right to institute such lawful actions or proceedings as it may deem desirable for effectuating the purposes of this Agreement, including also the right to execute and record or file among the public land records in the office in which the Deed is recorded a written declaration of the termination of this Agreement and its reentry into the Property pursuant to this Agreement. (b) Any delay by the Housing Authority in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Agreement shall not operate as a waiver of such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that the Housing Authority should not be constrained (so 10 as to avoid the risk of being deprived of or limited in the exercise of the remedy provided in this Section because of concepts of waiver, laches or otherwise) to exercise such remedy at a time when it may still hope otherwise to resolve the problems created by the default involved); nor shall any waiver in fact made by the Housing Authority with respect to any specific default by the Parks Commission under this Section be considered or treated as a waiver of the rights of the Housing Authority with respect to any other defaults by the City under this Section or with respect to the particular default except to the extent specifically waived in writing. SECTION XVI RIGHTS AND REMEDIES CUMULATIVE The rights and remedies of the parties to the Agreement, whether provided by law or by the Agreement, shall be cumulative, and the exercise by either party of any one or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other such remedies for the same default or breach or of any of its remedies for any other default or breach by the other party. No waiver made by either such party with respect to the performance, or manner or time thereof, or any obligation of the other party or any condition to its own obligation under the Agreement shall be considered a waiver of any rights of the party making the waiver with respect to the particular obligation of the other party or condition to its own obligation beyond those expressly waived in writing and to the extent thereof, or a waiver in any respect in regard to any other rights of the party making the waiver or any other obligations of the other party. SECTION XVII NOTICE (a) Any notice or demand given under this Agreement shall be in writing and signed by a duly authorized officer of the Housing Authority or the City and delivered to the party to whom it is directed at the address of such pa rty specified pursuant to subsection (b) of this Section. Any such notice or demand shall be deemed to have been given on the date it is personally delivered or shall have been posted in the United States mail as provided in subsection (b). (b) Any notice or demand shall be deemed sufficient if sent by certified or registered mail, postage prepaid, if to the Housing Authority: 11 Housing Authority of the City of Jefferson, Missouri Post Office Box 1029 Jefferson City, Missouri 65102 Attention: Executive Director; in the case of the City: The City of Jefferson, Missouri 320 E. McCarty Street Jefferson City, MO 65101 Attention: City Administrator or to such other address as the Housing Authority or the City may respectivel y designate in writing from time to time as above provided. SECTION XVIII EQUAL EMPLOYMENT OPPORTUNITY The City, for itself and its successors and assigns, agrees that during the construction of the improvements provided for in the Agreement: (a) The City will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The City will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The City agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Housing Authority setting forth the provisions of this nondiscrimination clause. (b) The City will, in all solicitations or advertisements for employees placed by or on behalf of the City, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin. 12 (c) The City will send to each labor union or representative of workers with which the City has a collective bargaining agreement or other contract or understanding, a notice, to be provided, advising the labor union or workers' representative of the City's commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (d) The City will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (e) The City will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor or the Secretary of Housing and Urban Development pursuant thereto, and will permit access to the City's books, records, and accounts by the Housing Authority, the Secretary of Housing and Urban Development, and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (f) In the event of the City's noncompliance with the nondiscrimination clauses of this Section, or with any of the said rules, regulations, or orders, the Agreement may be cancelled, terminated, or suspended in whole or in part and the City may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretar y of Labor, or as otherwise provided by law. (g) The City will include the provisions of paragraphs (a) through (g) of this Section in every contract or purchase order, and will require the inclusion of these provisions in every subcontract entered into by any of its contractors, unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each such contractor, subcontractor, or vendor, as the case may be. The City will take such action with respect to any construction contract, subcontract, or purchase order as the Housing Authority or the Department of Housing and Urban Development may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event the City becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Housing Authority or the Department of Housing and Urban Development, the City may request the United States to enter into such litigation to protect the interests of the United States. • For the purpose of including such provisions in any construction contract, subcontract, or purchase order, as required hereby, the first three lines of this Section shall be changed to read "During the performance of this Contract, the Contractor agrees as follows:" and the term "City" shall be changed to "Contractor." IN WITNESS WHEREOF, the Housing Authority has caused this Agreement to be duly executed in its name and on its behalf by its Vice-Chairman and attested by its secretary, and the City has caused this Agreement to be duly executed in its name and on its behalf on the day first above written. JEFFERSON CITY HOUSING AUTHORITY By. / 4j / / Larry 'olb, Vice-Chairman ATTEST: nthia Quetsch, Secretary CITY OF JEFFERSON, MISSOURI By: GJILIAA--4- 77-014-vu Mayor Carrie Tergin ATTEST: • 1\ ///�, r. ✓. %. Idef E 'ily Do :ldson, City Clerk APPROVED AS TO FORM: Ry. ehlman, City Counselor 13 • STATE OF MISSOURI ) ) ss: COUNTY OF COLE ) On this a$ day ofeux_b(,y' , 2018, before me personally appeared Larry Kolb, to me personally known, who, being by me duly sworn, did say that he is the Vice-Chairman of the Jefferson City Housing Authority, that the seal affixed to this instrument is the corporate seal of said corporation, that the said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and that he executed the same for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal, at my office in Jefferson City, Missouri, the day and year first above written. LJa Notary Public My Commission Expires: Ci 10 '-1 /zi.)2 2 DIANA L.V,' ' Notar'r - N,..i.a./ Seal STAT _ I' S,U' 1 COL:: acedy STATE OF MISSOURI My CommissCo .i 7 Q719 6/04/2022 Commission ��5%6G719 ) ss: COUNTY OF COLE ) On this day of Nwthur , 2018, before me personally appeared Carrie Tergin, to me personally known, who, being by me duly sworn, did say that she is the Mayor of the City of Jefferson, that the seal affixed to this instrument is the official seal of said municipal corporation, that the said instrument was signed and sealed in behalf of said municipal corporation by authority of its City Council, and that she executed the same for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal, at my office in Jefferson City, Missouri, the day and year first above written. ,o-0.(P(2�G; MEGANELDRIDGE ff/ LeLr ?" My c« ,Expires / • '*= October 25,2022 / Cole County Notary Public (I My Commission Expires:', Commission#14086721 14