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HomeMy Public PortalAboutORD15895BILL NO. 2018-114 SPONSORED BY Councilman Graham ORDINANCE NO. 150615 AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A DEVELOPMENT AGREEMENT WITH SNK REAL PROPERTY HOLDINGS, LLC • 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 development with SNK Real Property Holdings, LLC. Section 2. The agreement shall be substantially the same in form and content as that agreement attached hereto as Attachment 1. 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:` ,Lf'h JS , 9-D/1 QA/W. --Ttilio(41 Presiding Officer ATTEST: Approved: /6//)0/, Mayor Carrie Tergin APPROVED AS TO FORM: City Crerk !" City C selor Attachment 1 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 SNK Real Property Holdings, 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 Developer has entered into a contract to acquire title to certain land currently located in the incorporated area of the City of Jefferson, generally located at southwestern corner of Stadium Boulevard and Edgewood Drive and generally depicted on the attached Exhibit A. Proposed Project. Developer desires to develop the Subject Property for commercial uses. Reserve Tract B. The Subject Property contains a tract of land at the corner of Stadium Boulevard and Edgewood Drive designated as "Reserve Tract B" on that certain preliminary plat titled "Preliminary Plat Ridgecrest Subdivision," approved by the City of Jefferson Planning and Zoning Commission on October 9, 2014. 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. Effectiveness of Agreement. This Agreement shall have no effect unless a Final Plat for the Ridgecrest Subdivision which includes the Subject Property is approved by the City Council and Developer closes and takes possession of the Subject Property. It is hereby acknowledged and agreed by the Parties that execution of this Development Agreement constitutes satisfaction of the condition placed on the Final Plat for Ridgecrest Subdivision, approved by the City Council on March 18, 2019, requiring execution of a development agreement conveying Reserve Tract B to the City. Developer's Obligations for Development. a) Upon Developer's acquisition of the Subject Property, Developer shall, at no cost to the City, dedicate to the City the tract of land identified as Reserve Tract B on the "Preliminary Plat Ridgecrest Subdivision." Such conveyance to the City shall be by an instrument approved by the City Counselor, and shall occur within ninety (90) days of Developer's acquisition of the Subject Property. b) Prior to the occupancy of any structure developed on the Subject Property, Developer shall grade Reserve Tract B to the same elevation as existing adjacent roadway. If such grading work occurs after Reserve Tract B is conveyed or dedicated to the City, this Agreement shall constitute a license for Developer to enter onto Reserve Tract B to perform such work. 1 c) As part of Developer's site improvements on the Subject Property, Developer will construct a retaining wall along Stadium Boulevard and Edgewood Drive upon its own property and as such that the slope from the property line to the existing street curb is no greater than 2%. Provided, however, Developer shall not be required to move existing utilities on Tract B. Such site improvements shall be subject to approval under generally applicable ordinances regarding site plan approval and construction permitting. 3. City's Obligations for Development. a) Upon effectiveness of this Agreement under paragraph 1, Developer is relieved of its obligation under the City Code to construct a sidewalk along Stadium Boulevard and Edgewood Drive. Nothing herein shall exempt the Subject Property from being subject to neighborhood -wide special assessments approved by the City Council or otherwise allowed under applicable state law or City Code. b) Subject to project funding by appropriation from the City Council, the City will endeavor to construct sidewalks on City -controlled property or rights-of-way adjacent to the Subject Property as part of a potential future intersection improvement project at Stadium Boulevard and Edgewood Drive. The design, location, and timing of such improvements shall be determined in the sole discretion of the City. Developer shall grant to the City without cost any temporary construction easement reasonably identified by the Director Public Works as necessary to construct such sidewalks or intersection improvements. c) In the event that City's intersection improvements at Stadium Boulevard and Edgewood Drive consists of a roundabout, Developer shall be given the first opportunity to adopt the roundabout interior and sponsor public art or other like improvements on the roundabout interior. Such adoption and sponsorship shall be governed by a mutually agreed upon permissive right -of -use or other like agreement. Such agreement must be executed within one year of final completion of the roundabout improvements, after which the City will be free to enter into adoption and sponsorship agreements for such roundabout interior with any other third party. 4. 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. 5. 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. 2 6. 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. 7. 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: SNK Real Property Holdings, LLC c/o Michael Kampeter 103n N. Olive St. Meta, Missouri, 65058 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. 8. 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 3 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 to be constructed by the Developer hereunder. 9. Compliance with Laws. Developer shall comply with all applicable state, local, and federal laws in the performance of this Agreement. 10. Recording. Developer shall cause this Agreement to be recorded in the land records of the Cole County, Missouri Recorder of Deeds. 11. 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. (Signature Pages to Follow) 4 IN WITNESS WHEREOF, the Parties have executed this Agreement and shall be effective on the last day and year indicated below. < ATTEST: E ly Don. dson, City Clerk Approved as to form: Ryai6ehlman, City Counselor CITY: City of Jefferson, Missouri By: C d g44ce --- Carrie Tergin, Mayor Date71/1 JlI (.pIel • STATE OF MISSOURI ) ) SS COUNTY OF COLE ) On this ICIM day of M(,X, th , 201 , 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. `0 . ': * Comm ssion Expires ��i ? _ MEGAN El -MIDGE a ctober �Co r2C—ictry(tc Co iont1ta013672t p �, , Not Public My commission expires: 5 DEVELOPER: SNK Real Property Holdings, LLC By:`� Name & Title: ,,.1,,;'f p Date 2V-df/7- STATE OF MISSOURI ) ) SS COUNTY OF COLE ��" as /9 On this a.o-t�. day of 1-'JrLL4 , --26-1 ', before me appeared &i 6 pQ,4e,r , to me personally known, who, being by me duly sworn did say that he is ,SNK Real Property Holdings, LLC, a Missouri Limited Liability Company, and that said instrument was signed on behalf of said LLC, by authority of its governing body, and said acknowledged said instrument to be the free act and deed of said bank and that he 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. My commission expires: S/3// -o/9 „00„,� acs , Notary Public SARA L. OTTO Notary Public - Notary Seal STATE OF MISSOURI County of Coe My Commission Expires 5/31/2019 Commission # 15194571 6