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HomeMy Public PortalAboutORD14252 Substitute by Councilman Medin • BILL NO. 2007-73 SPONSORED BY COUNCILMAN Medin ORDINANCE NO. 14252 AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH HISTORIC CITY OF JEFFERSON INC. WHEREAS, the Historic City of Jefferson, Inc. submitted a Lease/Purchase Agreement for property located at 207 West McCarty (the "Agreement") in response to and in compliance with Ordinance 14230; and WHEREAS, the Historic City of Jefferson, Inc. has submitted an amended Agreement to provide further assurances of prompt renovation of the house at 207 West McCarty (the "Amended Agreement'); and WHEREAS, the Council has determined the Amended Agreement is the most tappropriate and best offer considering the overall needs of the City. NOW THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The Amended Agreement with the Historic City of Jefferson, Inc. is hereby accepted. Section 2. The Mayor and the City Clerk are hereby authorized to execute the Amended Agreement with the Historic City of Jefferson, Inc. for the property located at 207 West McCarty Street, Jefferson City, Missouri. Section 3. The Amended Agreement shall be substantially the same in form and content as shown on Exhibit A attached hereto and incorporated herein by this reference. Section 4. Any previous Ordinance which is in contradiction to this Ordinance or which would prohibit the action taken in this Ordinance, is repealed to the extent of such contradiction or prohibition. • Section 5. This Ordinance shall be in full force and effect from and after the date • of its passage and approval. Passed: Sept. 10. 2007 Approved: Presiding Officer Mayor ATTEST: APP ED A 7 FO City Clerk City ounselor F �1 S LEASE/PURCHASE AGREEMENT SThis Agreement for the purchase and sale of real property is entered into on the date set forth below between City of Jefferson, Missouri, a political subdivision of the state of Missouri ("the City") and Historic City of Jefferson, Inc. ("HCJ") . WHEREAS the City owns certain real property situated at 207 West McCarty Street in Jefferson City, Cole County, Missouri, that is popularly known as the Bassmann Property and is more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the "Bassmann Property") ; and WHEREAS the parties desire for HCJ to first lease the Bassmann Property from the City and subsequently purchase the Bassmann Property from the City upon the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows : SECTION I — LEASE OF THE BASSMANN PROPERTY • 1 . Lease. The City hereby leases the Bassmann Property to HCJ and HCJ hereby leases the Bassmann Property from the City (the "Lease" ) for the term hereinafter described. 2 . Term. The term of the Lease shall commence on October 1, 2007, and shall continue until June 1, 2008, or until HCJ purchases the Bassmann Property from the City as hereinafter provided, whichever shall first occur (the "Lease Term") . 3 . Possession and Use of the Bassmann Property. The City shall put HCJ in possession of the Bassmann Property on the first day of the Lease Term, and will permit HCJ to quietly and peaceably hold, occupy and enjoy the Bassmann Property during the Lease Term without interference by the City. HCJ shall not use the Bassmann Property, or permit anything to be done in or about the Bassmann Property which will in any way conflict with the law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. HCJ shall at its sole cost and expense promptly comply with all laws, statutes, ordinances, and governmental rules, regulations, or requirements now in force or which may hereafter be in force. 4 . Rental. HCJ shall pay the sum of $1 . 00 per month, payable in advance on the first day of each month until the expiration of the Lease Term. All rental payments shall be paid to the City at • its address given below. . 5. Taxes, Insurance, and Utilities . HCJ agrees to pay all utility costs in connection with the Bassmann Property during the Lease Term. During the Lease Term, the City agrees to pay all taxes and maintain insurance in an amount at least equal to the full value of the Property. 6. Improvements . A house in a state of disrepair is presently situated on the Bassmann Property (the "Bassmann House") and HCJ is entering into this Agreement for the purpose of renovating and restoring the Bassmann House in order to preserve the cultural heritage represented thereby. The City is interested in ensuring that Jefferson City' s cultural heritage is preserved and is entering into this Agreement in reliance upon HCJ' s assurances that it will promptly and diligently restore and renovate the Bassmann House, beginning with the renovations, restorations, and repairs to the exterior of the Bassmann House identified on Exhibit B attached hereto and incorporated herein by this reference (the "Exterior Renovations") . All improvements made by HCJ shall be the City' s property upon installation, but it is intended by the parties hereto that any such improvement shall be conveyed to HCJ as part of the Bassmann Property pursuant to the terms of the purchase agreement hereinafter set forth. 7 . Assignment or Subletting. HCJ shall not assign or encumber the Lease or sublet the Bassmann Property during the Lease Term. . 8 . Liability. The City shall not be responsible for premises liability to any employee or invitee of HCJ during the Lease Term. HCJ shall indemnify and hold the City harmless from and defend the City against any and all claims or liability for any injury or damage to any such person or property occurring in or about the Bassmann Property or any part thereof, whether or not such injury or damage shall be caused in whole or in part by the act, neglect, fault of, or omission of any duty with respect to the same by HCJ, its agents, servants, employees, or invitees . 9 . Default. Upon nonpayment of rent or a violation of any provision contained in this section of this Agreement, the City, after written notice and failure by HCJ to correct same within twenty-five (25) business days, shall have the right to immediate possession of the Bassmann Property. SECTION II — PURCHASE OF THE BASSMANN PROPERTY 10 . Sale of Property. the City agrees to sell, and HCJ agrees to buy, the the Bassman Property, including the Bassmann House, together with all attached improvements and fixtures thereon, as per the following terms of this Agreement. 11 . Conditions Precedent. The purchase of the Property by HCJ, the closing of the purchase transaction contemplated by this — 2 — Agreement, and all obligations in connection herewith are expressly conditioned upon the completion of the exterior renovations by not later than May 1, 2008 . It shall be conclusively presumed that this condition precedent is waived and/or satisfied if the City has not given written notice to HCJ prior to the closing date of HCJ' s failure to complete the exterior renovations. The City may grant an extension of time reasonably sought by HCJ where delays beyond its control would necessarily cause it to fail to meet the renovation deadline as noted above. Events beyond HCJ' s control would include contractor inavailability, labor strikes, riot, crime, war and acts of God. If the foregoing condition precedent is not satisfied at or prior to closing, or if not met within a reasonable time after any extensions granted, then this Agreement shall be null and void, and neither party shall have any further obligations hereunder. 12 . Purchase Price. The purchase price for the Bassmann Property ("Purchase Price") shall be Two Hundred Thousand and One Dollars ($200, 001 . 00) . HCJ shall pay the Purchase Price, as follows : (a) $200, 000 . 00 in the form of a promissory note automatically forgiven over a three year period in form and content as shown on Exhibit C attached hereto an incorporated herein by this reference (the "Promissory Note") and (b) the balance by federal wire transfer, cash, or other immediately available • funds . The Promissory Note shall be secured by a deed of trust encumbering the Bassmann Property that shall be junior to the deed of trust given by HCJ to any lender financing renovation, restoration or repair of the Bassmann House. 13 . Closing. The closing date shall be on June 1, 2008 ("Closing") . 14 . Examination and Evidence of Title. Evidence of title shall be in the form of a title commitment by a title insurance company licensed to do business in Missouri paid for by the City. HCJ shall have fifteen (15) days from receipt of the title commitment to examine the title and make any objections to title exceptions, which objections shall be made in writing. If HCJ fails to make written objections by that date, then HCJ shall be deemed to have waived any right to make such objections. The City shall use due diligence to meet HCJ' s objections by removing any reasonably objected-to encumbrance or defect. If the City is unable to do so by Closing, then HCJ may terminate this agreement, and HCJ shall have the deposit returned. Title is to be marketable title as set forth in Title Standard 4 of The Missouri Bar. Any encumbrance or defect within the scope of any Title Standard of The Missouri Bar shall not constitute a valid objection to title on the part of the HCJ, provided the • - 3 - City furnishes the affidavits, or other title papers, if any, • described in the applicable standard. 15 . Deed. On the Closing Date, the City shall sell and convey to HCJ good and marketable title to the Property by special warranty deed which shall include a right of first refusal in form and content as shown on Exhibit C attached hereto and incorporated herein by this reference (the "Deed") . 16. Insurance. The Property is insured under the City' s blanket policy covering City owned property. The City shall keep the present insurance in force until Closing, and will cooperate with HCJ if HCJ should desire to have any insurance policy assigned to HCJ. 17 . Risk of Loss . Risk of casualty loss shall be with the City prior to Closing. Accordingly, the City shall be obligated to maintain insurance in an amount at least equal to the full value of the Property until Closing. 18 . Delivery of Possession. The City will deliver occupancy of the Property to HCJ at closing, together with keys to the premises . 19. Prorations . All rents, taxes, maintenance fees, Homeowners ' Association dues, and like charges, if any, shall be prorated as • of date of Closing. 20 . Consents. The consents and approvals called for in this Agreement shall not be unreasonably withheld. 21 . Notices . Any notices provided for in this Agreement may be given by sending such notice by certified U. S. mail, and a notice so sent shall be deemed to have been given as of the day of mailing. HCJ' s mailing address is P.O. Box 237, Jefferson City, MO 65102, and the City' s mailing address is 302 E. McCarty St . , Jefferson City, MO 65101 . This clause shall not limit the effectiveness of other methods of giving notice, and such notice shall be deemed given on the day it is actually received. 22 . Successors in Interest . This Agreement shall be binding upon the parties hereto, their heirs, personal representatives, successors and assigns. 23 . Assignability. This Agreement shall not be assignable by HCJ. 24 . Liquidated Damages and Attorney Fees . If either party shall default in their performance under this Agreement, which default results in the expenditure of attorney fees to enforce the terms of this Agreement or to recover damages for breach of this Agreement, then the prevailing party shall receive their — 4 — reasonable and actually-incurred attorney fees in addition to any other damages recovered. 25 . No Waiver. Except as expressly provided herein, no waiver by a party of any breach of this Agreement or of any warranty or representation hereunder by the other party shall be deemed to be a waiver of any other breach by the other party (whether preceding or succeeding and whether or not of the same or similar nature) , and no acceptance of payment or performance by a party after any breach by the other party shall be deemed to be a waiver of any breach of this Agreement or of any representation or warranty hereunder by such other party, whether or not the first party knows of such breach at the time it accepts such payment or performance. No failure or delay by a party to exercise any right it may have by reason of the default of the other party shall operate as a waiver of default or modification of this Agreement or shall prevent the exercise of any right by the first party while the other party continues to be so in default. 26. Instruments in Writing. No agreement, consent, approval, notice, amendment, modification, understanding, or waiver of or with respect to this Agreement or any agreement, instrument, or document entered into pursuant to or regarding this Agreement, or any term, provision, covenant, or condition hereof or thereof, nor any approval or consent given under or with respect to any of . the foregoing, shall be effective for any purpose unless contained in a writing signed by the party against which such agreement, amendment, modification, understanding, waiver, approval, or consent is asserted. 27 . Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. 28 . Legal counsel. Each party confirms that (a) the party has read and understood all of the provisions of this Agreement; (b) the party has negotiated with the other party at arm' s length; and (c) the party has been adequately advised by competent legal counsel of its own choosing. 29. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions and agreements, and this Agreement may not be modified by any party except in writing, executed by the party to be charged with the modification. The parties acknowledge that they have read and agreed to the terms and conditions of this contract, and they understand it will become legally binding upon their signing below. 0 - 5 - CITY OF JEFFERSON HISTORIC CITY OF JEFFERSON, INC. by: by: ,GC4,j �� Name: Name: Title: Title: Date: Date: 31 Doo1� I — 6 — EXHBIT A* Bassmann House Legal Description THE EASTERLY 27 FEET 71/2 INCHES OF INLOT NO. 575, AND THE WESTERLY 36 FEET 41/z INCHES OF INLOT NO. 576, IN THE CITY OF JEFFERSON, MISSOURI, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING ON THE NORTHERLY LINE OF SAID INLOT NO. 576 AT A POINT 68 FEET WESTERLY FROM THE NORTHEASTERLY CORNER THEREOF, THENCE WESTERLY ALONG THE NORTHERLY LINES OF SAID INLOTS 64 FEET, THENCE SOUTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID INLOT NO. 575, A DISTANCE OF 98 FEET 7 INCHES, TO THE SOUTHERLY LINE OF SAID INLOT, THENCE EASTERLY ALONG THE SOUTHERLY LINES OF SAID INLOTS 64 FEET, THENCE NORTHERLY PARALLEL WITH THE WESTERLY LINE OF SAID INLOT NO. 576 A DISTANCE OF 98 FEET 7 INCHES, TO THE PLACE OF BEGINNING. * The forego re the Historic i ' g g resents p sto c C ty of Jefferson's best efforts to provide a legal description of the Bassmann Property but in any event our intent is that the back lot line of the Bassmann Property extend no further south than the back lot line of the adjoining Tergin Apartments and we will agree to any legal description that more accurately reflects that intent. • EXHIBIT B — LIST OF EXTERIOR RENOVATIONS r • Repair and replace missing roof tiles or replace entire roof with new materials. • Repair or replace hand rail at rear stairs to parking lot . • Mow grass and vegetation on all areas of property and maintain. • Cut and remove all vines and other volunteer growth from the structure. • Replace the missing glass in rear kitchen entry storm door. • Replace the doors, frames and jambs of the rear kitchen and basement entries . • Replace the missing glass in the front entry door. • Repair or replace failing retaining wall next to driveway. • Repair, remove, or replace carport roof. • Repair or replace all wood rails, balusters, ceiling and columns of front porch. • • Complete the painting of all wooden surfaces pertaining to the front porch. • Construct an outside rear porch and staircase with appropriate materials . • Repair, replace, and paint the wood surfaces of all dormers. • Repair, replace, and paint the outside wood surfaces of all windows . • Repair, or otherwise replace, the first and second story windows of the enclosed side porch, if replacement is warranted. • Repair or replace and paint all wood soffit and overhang areas . • Tuck pointing of exterior walls as needed. • Install gutters and downspouts. — 8 — EXHIBIT C - SPECIAL WARRANTY DEED FORM . THIS INDENTURE, made this 1st day of June, 2008, by and between the CITY OF JEFFERSON, MISSOURI, a political subdivision ("Grantor") , and HISTORIC CITY OF JEFFERSON, a not for profit j organization ("Grantee" ) . Mailing address of Grantee is P.O. Box 237, Jefferson City, -MO 65102 . WITNESSETH, that Grantor, in consideration of the sum of One Dollar ($1 . 00) and other good and valuable consideration to Grantor duly paid, the receipt of which is hereby acknowledged, does by these presents SELL and CONVEY unto Grantee, and Grantee' s successors and assigns, the following described property situated in Cole County, Missouri which is legally described as follows (the "Property" ) : INSERT LEGAL DESCRIPTION SUBJECT TO all easements, covenants, conditions, restrictions, reservations, declarations, and other matters of record; zoning laws; and the lien of taxes and assessments for 2008 and all subsequent years, and to the following covenant running with the land: Should the Grantee desire to sell or convey the Property, the Grantee shall first offer the Property to Grantor, or its . successor in interest as follows: (1) The Grantee shall serve notice in writing to Grantor at 320 East McCarty Street, Jefferson City, Missouri 65101 (or to such other address as Grantor may subsequently designate in writing) , or its successor in interest, by registered mail, return receipt requested. The notice shall indicate that the Grantee has received a bona fide offer for the purchase of the Property, the name and address of the person desiring to purchase the Property, and the sales price and terms of payment for the sale. The notice shall also contain an offer to sell the Property to Grantor, or its successor in interest, upon the terms and conditions set forth in the bona fide offer (2) For a period of thirty (30) days after receipt of the notice, Grantor or its successor in interest, shall have the right to purchase the Property in accordance with the terms of the bona fide offer.. If Grantor, or its successor in interest, fails to exercise the right of first refusal set forth in this covenant, the Grantee may sell or convey the Property to the party making the bona fide offer, but only at the price and upon the terms specified in the notice. (3) Nothing in this covenant shall prevent a sale or conveyance of the Property during the period of Grantor's right of first - 9 - refusal provided Grantee receives the prior written approval of • Grantor or its successor in interest. (4) This Right of First Refusal shall automatically terminate three (3) years following the date hereof. TO HAVE AND TO HOLD the Property with all and singular the tenements, hereditaments and appurtenances thereto belonging or in any wise appertaining, unto Grantee and Grantee' s successors and assigns, forever, Grantor hereby covenanting that the Property is free and clear from any encumbrance done or suffered 1 by Grantor except as set forth above, and that Grantor will warrant and defend the title to the Property unto Grantees and Grantee' s successors and assigns forever against the lawful tl claims and demands of all persons claiming or to claim the same by, through or under Grantor except as set forth above. IN WITNESS WHEREOF, Grantor has caused this Deed to be executed the day and year first above written. CITY OF JEFFERSON, MISSOURI By: Name: Title. — 10 — Re: Bill No. 2007-73 Statement of Reasons for Disapproval Let me start by saying what a good job the Historic City of Jefferson has done in presenting a plan for renovation of the Bassman House and in encouraging other proposals. As a private, not for profit group, it's very difficult to put together a plan for a very large renovation project involving hundreds of thousands of dollars. And I want to thank Councilman Ron Medin for working with the Historic City of Jefferson and other bidders to present viable plans for this structure. If the council does not override my action today, there are many other sites where this model can be implemented and this energy put to good use. I could point out some technical problems with the current proposal. For example, I do not know why the city should continue to provide insurance coverage for the site during renovations over which it has no control. And I do not believe the promissory note and the buy-back provisions adequately protect the city from profiteering down the road. But my action today is not based on any specific deficiencies in the proposed contract. The problem is not the proposal itself or the intentions of those promoting it. The problem runs much deeper than whether it would be nice to see an old building rehabilitated at this location. The problem is accountability to taxpayers for funds expended, consistency of purpose and planning, and maintaining a perspective that is larger than one house on one lot. Although a present council is not bound by the plans and intentions of councils past, and there are occasions when circumstances require a reasonable person to change course, such changes in direction should be prompted by unanticipated changes in circumstances and should not be taken lightly. Long-term visions are hard to maintain amid annual budget concerns, passing fads and turnover of elected representatives. There are very few documented long-term goals in our community, and some have said that is one of our basic weaknesses. Whether you're a football team or a business owner or a civic leader, strength comes from consistency of purpose that spans decades, and weakness comes from shifting goals and priorities without good cause. A few years ago, when I was on the city council, we voted to spend a large sum to acquire a site that we believed to be important for a single purpose. The money we spent could have, at that time, reduced the tax levy by four cents. The money was spent after considerable debate not for preservation and not for rehabilitation. Our purpose and vision was shared by another tax supported city entity, the Housing Authority. Over time, the City Council and the Housing Authority have painstakingly assembled parcels within our urban core for a single purpose—to make land available for a significant community project. Assembling parcels in an urban core is not easy or cheap, and it is often not • popular. Developers in suburbs can buy hundred acre pastures and build malls, strip centers, gated communities and subdivisions. Making large commercially viable parcels iavailable for urban redevelopment is very hard. Without coordinated acquisitions of this nature Capital Plaza Hotel and the Truman Building would not have been constructed; and those economic engines would have gone elsewhere, perhaps even to another community. Lands were acquired for these projects and amenities because of large range planning, and not to make sites available for very worthwhile, but small,projects. Discreet individual projects can, and should be, implemented throughout the city with great benefits resulting, and I hope HJC continues to look for opportunities such as their renovation on East McCarty near the National Cemetery. Contrary to some current rhetoric, our community, including city government, has done much to facilitate redevelopment. The Governor Hotel renovation required city parking concessions. Our facade removal program and the complete street and sidewalk renovations have helped revitalize downtown. O'Donoghue's and Prison Brews on the east side were encouraged by tax dollars spent on infrastructure improvements; and millions more will be spent as Lafayette Street is extended past the original historic entrance to the old penitentiary, providing a red carpet to the historic treasures contained at that site. Therefore the question is not whether Jefferson City supports historic and neighborhood preservation. The question is whether this discreet renovation of a non- historic structure should be added to the long list of subsidies and supports given to preservation in Jefferson City. I have concluded it should not be, for several reasons. This site was acquired, like the Housing Authority sites adjacent to it, to provide space for a very large amenity which will create energy not only at the site itself, but for the surrounding urban core. Large spaces are hard to acquire and take decades to assemble. I will submit to you that a successful conference center and hotel, with a powerful commercial and office street presence on McCarty, will over time ultimately save dozens of historic structures in the downtown area. It will be a first-class facility that can be designed over the entire landscape, with multiple street views and accesses and images that will attract people who come to our city to do business. The subject lot is interesting, and there is no doubt it could be renovated, but it pales in comparison with how our downtown will be re-energized with visitors if we can create a robust center for activity one block away. Our community should work toward great ideas and not sell ourselves short. Instead of telling our conference center architects to shoe horn the structure into the back of the block, and restrict access and visibility on the side of a major thoroughfare, let's give the architects a broad pallet to create a truly notable center. McCarty Street will not be the wall of a parking structure as some fear, but it will be a vibrant new streetscape bustling with activity that is integral to the overall plan. • My decision is also affected by the fact that the structure on this site is not historic. It is • merely a nice old structure in a prominent location. In fact, its only historical significance is that it contains the stones from a demolition which was also good for our city- when the Price Mansion was leveled to create room for one of the architectural jewels of the city—the Supreme Court Building—a place where history is made every day. That demolition took tremendous vision. But time has shown that those leaders had their priorities straight. Making McCarty Street part of the conference center project takes the same vision. We are close to spanning the Missouri River with a pedestrian walkway. We are close to finding a way to access the Missouri River and Adrian's Island. In a few days I will go to Kansas City to look at plans for a new federal courthouse that will launch the MSP redevelopment.Next month crews will tear down the red administration building at MSP and with city and county funds we will present to citizens for the first time in a hundred years the historic ornamental entrance to the penitentiary and the historic treasures beyond. In a few weeks entrepreneurs will open the first micro-brewery in our community at the site of the historic Landwehr Dairy on Ash Street, an area being revitalized through capital improvement tax dollars. Through city efforts and tax dollars, the new jail and sheriff's office will help maintain our central business district instead of being relocated to the suburbs. We should not deviate from the mission and vision of earlier councils to make select areas within our urban core available to large-scale development. The goal is not to replace our history, or eliminate it, but to make truly historic structures economically viable for redevelopment because of the vibrancy of our urban core. The HCJ and other groups have a role in that effort. I hope they will join me. There are several projects I'd like to see them involved in--projects much more important than this one. What makes this difficult is not the decision itself because I truly believe it is correct. What makes me pause is the disappointment I may cause in people who are my lifelong friends and for whom I have the greatest respect. Steve Viele, Stu and Mary Ann Murphy and others are great citizens who contribute selflessly to our heritage. I hope if this project does not go forward they will be willing to work with me on others. This transfer of valuable real estate is in my opinion not in the best long-term interest of our community and does not represent good stewardship of tax dollars expended previously as part of a major long term vision. I have therefore disapproved Bill No. 2007-73. 4 temohn Landwehr ber 17, 2007