HomeMy Public PortalAboutORD15066 BILL NO. 2012-128
SPONSORED BY COUNCILMAN Scrivner
ORDINANCE NO. /
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH MISSOURI
AMERICAN WATER COMPANY FOR THE SALE OF LOT 6, SECTION 2, OF THE
CHERRY CREEK SUBDIVISION.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS
FOLLOWS:
Section 1.The Mayor and City Clerk are hereby authorized and directed to execute
an agreement with Missouri American Water Company.
Section 2. The agreement shall be substantially the same in form and content as
the agreement attached hereto as Exhibit 1.
Section 3. This Ordinance shall be in full force and effect from and after the date of
its passage and approval.
Passed: Approved: /�� 4)e?,
Presi Mayor
ATTEST: APPROVED AS TO FORM:
ity Clerk City Counselor
PURCHASE AGREEMENT
This Purchase Agreement ("Agreement") is made this '7'T day of
-D E C E"8 E 2 , 2012,by MISSOURI-AMERICAN WATER
COMPANY, a Missouri corporation with offices located at 727 Craig Road, St. Louis,
MO 63141 ("Purchaser"), and CITY OF JEFERSON, MISSOURI, a political
subdivision, with a mailing address of 320 E. McCarty St, Jefferson City, MO 65101
("Seller"), subject to all the following terms and conditions:
1. Subject of the Purchase and Sale. Purchaser agrees to purchase from the Seller
and the Seller agrees to sell to Purchaser the real estate and any improvements
thereon, in part of Lot No. 6 of Cherry Creek—Section 2, in the City of Jefferson,
Missouri per plat of record in Plat Book 12,Page 666, Cole County Recorder's
Office, being more particularly described as follows:
From the Northeast corner of said Lot 6; thence South 6 degrees 6 minutes 21
seconds East, along the Easterly line of said Lot 6, 285.55 feet to the POINT
OF BEGINNING for this description; thence South 6 degrees 6 minutes 21
seconds East, continuing along the Easterly line of said Lot 6, 218.65 feet;
thence South 84 degrees 13 minutes 47 seconds West, 437.76 feet to a point
on the Westerly line of said Lot 6, also being the Easterly right-of-way line of
Rock Hill Road (Mo. Highway 179); thence North 4 degrees 32 minutes 20
seconds West along the Westerly line of said Lot 6, also being the Easterly
right-of-way line of Rock Hill Road (Mo. Highway 179), 56.45 feet; thence
North 8 degrees 9 minutes 16 seconds West, continuing along the Westerly
line of said Lot 6, also being the Easterly right-of-way line of Rock Hill Road
(Mo. Highway 179), 159.76 feet; thence leaving the Westerly line of said Lot
6,North 83 degrees 53 minutes 39 seconds East 441.92 feet to the POINT OF
BEGINNING; containing 2.19 acres. Said tract of land also being shown as
Tract 6B and shown hachured/////on the attached Parcel Division drawing
marked Exhibit A attached hereto and incorporated herein ("Property").
2. Purchase Price. The Purchase Price for the Property shall be Two Hundred
Seventy Seven Thousand Seven Hundred Sixty Nine Dollars and Two Cents
($277,769.02) ("Purchase Price") for the Property being purchased. Said
Purchase Price is to be payable as follows:
a) The sum of Five Thousand Dollars ($5,000.00) ("Earnest Money") said
payment is to be deposited in escrow by Purchaser with Cole County
Abstract and Title Company located at 240 E. High Street, Jefferson City,
MO 65101 ("Title Company"), which said Earnest Money shall be
applicable against the Purchase Price to be paid at Closing. Said Earnest
Money shall be deposited by Purchaser within seven (7) days following
receipt of the signed Agreement from the Seller.
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b) The sum of Two Hundred Twenty Two Thousand Seven Hundred Sixty
Nine Dollars and Two Cents ($272,769.02) will be due from Purchaser on
the date of Closing.
3. Title to the Property. Title to the Property shall be good and merchantable and
shall be conveyed to Purchaser by a Special Warranty Deed free and clear of any
and all liens, claims and interests of any kind or nature whatsoever except the
following:
a) current real estate taxes not delinquent; and
b) such other liens, rights and encumbrances as may be approved by
Purchaser pursuant to Paragraph 6 hereof("Permitted Exceptions").
As evidence of such title, Purchaser shall at Purchaser's sole cost and expense,
within fifteen (15) days after the date of acceptance of this Agreement, order a
commitment (hereinafter"Title Commitment") for an ALTA Form B owner's
policy of title insurance issued by the Title Company, together with legible copies
of all instruments identified as exceptions in the Title Commitment, in which Title
Commitment the Title Company shall agree to insure in an amount equal to the
Purchase Price that upon the delivery of a Special Warranty Deed from Seller to
Purchaser, Purchaser shall have fee simple title to the Property free and clear of
all matters normally excluded by the preprinted exceptions and of all liens,
encumbrances, claims and interests except for Permitted Exceptions. The Title
Commitment shall also include such endorsements as the Purchaser shall request
in a form acceptable to Purchaser.
4. Survey. Purchaser may obtain, at Purchaser's sole expense, a current survey of
the Property ("Survey") prepared and certified to Purchaser by a surveyor
licensed in the State of Missouri. The certificate of survey shall be in accordance
with the Minimum Standard Detail Requirements for ALTA/ACSM Land Title
Surveys, shall contain a legal description of the Property and shall identify the
boundaries of the Property, the dimensions and area thereof, the location and
dimensions of any improvements on the Property, the location and dimensions of
all recorded easements on the Property, the location and dimensions of all
easements,rights-of-way, driveways,roads, power lines, fences and
encroachments on the Property which are observable from a visual inspection of
the Property, and access to public roads or rights-of-way. The certificate of
survey shall further certify that no part of the Property lies within a designated
flood plain or flood hazard area. If upon receipt of the certificate of survey,
Purchaser has any objection to a matter shown therein which affects or could
affect the Property or Purchaser's use of the Property, Purchaser shall promptly
notify Seller of said objection(s) in writing and Seller shall have fifteen(15) days
after receiving such written notice from Purchaser to correct such matters to
Purchaser's reasonable satisfaction. If Seller fails to correct such matters to
Purchaser's reasonable satisfaction within said fifteen (15) day period, Purchaser
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shall have the right to terminate the Agreement by written notice given to Seller
on or prior to the date of Closing, in which event the Earnest Money shall be
refunded to Purchaser and neither party shall have any further liability under the
Agreement.
S. Zoning and Construction Approval Contingency. This Agreement is
contingent upon the Purchaser receiving all necessary zoning, construction and
permit approvals (collectively"Zoning and Construction Approvals") for
Purchaser's intended use of the Property. If the Purchaser does not receive said
zoning, construction and permit approvals, Purchaser shall have the option of
terminating this Agreement and shall be refunded all of the Earnest Money.
6. Environmental Assessment, Engineering Reports and Soil Tests. Purchaser
may also obtain, at its sole cost and expense:
a) Environmental assessments prepared by a qualified environmental
consulting and engineering firm which shall indicate that the Property is
not now being used nor has any of the Property been used for any
activities involving, directly or indirectly,the use, generation,treatment,
storage or disposal of any hazardous or toxic chemical, material, substance
or waste, including without limitation, any hazardous substance for the
clean-up of which the Purchaser or any subsequent owner of the Property
could be enjoined or subjected to any damages,penalties, clean-up costs
or other liabilities under the provisions of the Comprehensive
Environmental Responsibility Compensation and Liability Act of 1980, 42
U.S.C. 9601, et sec.. or other Federal, state or local laws, statutes or
ordinances respecting hazardous substances, petroleum, asbestos or
polychlorinated biphenyls (PCBs) (`Environmental Reports"). Such
reports shall be satisfactory to Purchaser in its sole discretion.
b) Engineering feasibility study(ies) ("Engineering Study") of the Property
prepared by an engineering firm acceptable to Purchaser. Such report
shall be satisfactory to Purchaser in its sole discretion.
c) Soil tests("Soil Tests") of the Property prepared by a soil testing firm
acceptable to Purchaser. Such Soil Tests report shall be satisfactory to
Purchaser in its sole discretion
d) To the extent practicable, Purchaser shall restore the Property to its former
state prior to the performance of Purchaser's environmental assessments,
engineering feasibility study and soil tests described in said Paragraph 6
(a-c).
Upon receipt of all of(i) the Title Commitment; (ii) all instruments and
documents, if any,referenced therein as exceptions ("Exception Documents");
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(iii) the Survey; (iv) the Environmental Reports; (v) the Engineering Study,
and (vi) the Soil Tests, and within sixty(60) days after Seller's acceptance of
this Offer, Purchaser shall give Seller written notice of any exceptions
enumerated in the Title Commitment or Exception Documents and/or any
states of fact shown on the Survey, the Environmental Reports, the
Engineering Study or the Soil Tests which are unacceptable to Purchaser,
which exceptions may include cost projections or governmental impositions
which, in Purchaser's sole discretion, are deemed unacceptable. Seller shall
have fifteen(15) days after receipt of that notice to have those exceptions
removed and/or those states of fact corrected. If Seller is unable to remove
said exceptions and/or correct said states of fact, then i) the Agreement
contemplated herein, at the option of the Purchaser, shall terminate, ii) the
Earnest Money shall immediately be refunded to Purchaser and iii) all
obligations and liabilities of the parties hereunder shall cease.
7. Representations and Warranties of Seller. Seller represents and warrants to
Purchaser.that the following statements are, and at Closing will be, true
statements of law and fact:
a) Neither the execution and delivery of this Agreement,nor the
consummation of the transactions contemplated hereby, nor the
compliance with or fulfillment of the terms and conditions hereof, will
conflict with, or result in a breach of, the terms, conditions or provisions
of, or constitute a default under any agreement to which Seller is a party or
by which Seller is otherwise bound; and
b) Seller has full right,power and authority to sell, transfer, convey and
assign all of the Property to Purchaser and there are no legal, contractual
or other restrictions on Seller's ability to sell, transfer, convey and assign
all of the Property to Purchaser; and
c) There are no mechanic's or materialman's liens against the Property, and
no unpaid claims for labor performed,materials furnished or services
rendered in connection with constructing, improving or repairing the
Property in respect of which liens may or could be filed against the
Property; and
d) To Seller's knowledge, there are no public assessments against any of the
Property or any claims pending which would result in the creation of any
liens for any public improvements, including but not limited to water,
sewer, street,paving, electric or power improvements, whether such
improvements have been completed or are in progress; and
e) The Property is not subject to any easements, rights, duties, obligations,
covenants, conditions, restrictions, limitations, agreements, liens or
encumbrances not of record; and
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f) There are no parties currently in possession of the Property other than
Seller; and
g) Seller has not made any contract to sell or lease all or any part of the
Property to any person other than Purchaser,nor has Seller given to any
person an option or right of first refusal which is presently exercisable to
purchase all or any part of the Property; and
h) To the best of Seller's knowledge, Seller has good and marketable title to
the Property, free and clear of all liens, leases,restrictions and
encumbrances, except(i) current real estate taxes not delinquent; (ii)
easements, restrictions and encumbrances of record on the date hereof,
(iii) those matters that would be disclosed by an accurate survey and
inspection of the Property; and
i) To Seller's knowledge, no existing condition of the property or its
operation exists which violates any government code,rule, statute,
ordinance or regulation; and
j) No fact or condition will exist which would result in the termination of the
current access from the Property to any presently existing highways and/or
roads adjoining or situated on the Property, or to any existing sewer or
other utility facilities servicing, adjoining or situated on the Property; and
k) Seller knows of no defects of the Property; and
1) To Seller's knowledge, there are no actions, suits, proceedings or
investigations pending or threatened against the Seller or the Property
before any court, administrative agency or other body and no judgment,
order, writ, injunction, decree or other similar command of any court or
other governmental agency which is presently in effect, has been entered
against the Property or served on or entered against Seller in connection
with the Property; and
m) Seller is not involved in any proceedings by or against Seller in any court
under the Federal Bankruptcy Code or any insolvency or debtor's relief
act, whether state or federal, or for the appointment of a trustee, receiver,
liquidator, assignee, sequestrator or other similar official of a substantial
part of Seller's Property; and
n) To the best of Seller's knowledge,the Property (i) contains no facilities
that are subject to reporting under Section 312 of the Federal Emergency
Planning and Community Right-to-Know Act of 1986 (42 U.S.C. 11022);
(ii) is not the site of any underground storage tanks; (iii) is not listed on
the Comprehensive Environmental Response Compensation and Liability
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Insurance System (CERCLIS) in accordance with Section 116 of the
Comprehensive Environmental Response, Compensation and Liability Act
(42 U.S.C. 9616); and (iv) contains no environmental defects; and
o) To the best of Seller's knowledge, there has not been constructed,
deposited, stored, disposed,placed or located on the Property any
Hazardous Materials at any time while Seller has owned the Property. As
used herein, "Hazardous Materials" means any elements, compounds,
solutions, mixtures, substances, materials or other matter of any kind,
including solid, liquid or gaseous materials which are (i) listed or defined
as a"hazardous waste,""extremely hazardous waste,""restricted
hazardous waste," "hazardous substance"or"toxic substance" under any
municipal, state or federal law, code, ordinance or other regulation, (ii)
petroleum, oil and gas, (iii) asbestos, (iv) polychlorinated biphenyls, (v)
designated a"hazardous substance"pursuant to Section 311 of the Federal
Water Pollution Control Act (33 U.S.C. 1317), (vi) defined as"hazardous
waste"pursuant to Section 1004 of the Federal Resource Conservation and
Recovery Act,42 U.S.C. 6901, et sue. (42 U.S.C. 6903), (vii) defined as a
"hazardous substance"pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C.
9601, et seq. (42 U.S.C. 9601) (CERCLA), (viii) defined as a toxic
substance in the Toxic Substance Control Act (1511 U.S.C. 2601, et sue.),
(ix) contaminant of soil or ground water and cause degradation of the soil
and/or water to the extent that mitigation methods are needed to restore the
soil or water to its natural state, or(x) causes or contributors to damage to
human health or the environment; and
p) Seller agrees to furnish to Purchaser any information concerning the
Property requested by Purchaser that Seller presently has and as may come
into the possession of Seller from and after the date hereof; and
q) Seller agrees to either terminate all leases involving the Property or agree
to have the Property removed from the terms and conditions of said leases.
8. Covenants of Seller. Seller hereby covenants and agrees:
a) Seller shall promptly inform Purchaser upon receiving any notice of any
alleged violation of and shall comply with any material aspect of any
statute, ordinance, law, rule, regulation or code of any governmental
authority having jurisdiction relating to the Property or the use, occupancy
or operation thereof, or any restriction, condition, covenant or agreement
concerning the Property or the use, occupancy or operation thereof.
b) Seller shall give Purchaser, its representatives, agents and contractors
immediate access to the Property for purposes of inspection and testing,
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including without limitation the Environmental Report, Engineering Study
and Soil Tests.
c) Seller shall not enter into any agreement with any other party for the lease,
option to purchase, or sale of the Property while this Agreement is in
effect. In addition, Seller will not convey any easements or licenses on the
Property while this Agreement is in effect.
9. Conditions Precedent to Purchaser's Obligations. The obligations of
Purchaser hereunder shall be subject to the fulfillment of the following conditions
precedent each of which shall have been satisfied at or before Closing, or such
other time as stated herein; provided, however, that Purchaser may conditionally
or unconditionally waive any one or more of such conditions in Purchaser's sole
discretion:
a) All of the documents delivered by Seller to Purchaser pursuant to the
terms and conditions hereof shall have been delivered within the time
specified herein and shall be in form and substance satisfactory to
Purchaser.
b) Each of the representations and warranties of Seller contained herein shall
be true as of the date of Closing.
c) Seller shall have complied with, fulfilled and performed each of the
covenants, terms and conditions to be complied with, fulfilled or
performed by Seller hereunder.
d) The Title Commitment, Survey, Engineering Study, Environmental
Reports and Soil Tests shall disclose no exceptions to or conditions of title
unsatisfactory to Purchaser, in Purchaser's sole discretion.
e) The Property is not located within a Flood Plain and does not have any
Wetlands located on it.
f) Seller shall duly and diligently observe and perform each of the
obligations of Seller under the terms of this Agreement.
g) Purchaser shall have obtained all governmental approvals necessary for
the use and development of the Property for its intended use and
occupancy.
h) The soil and ground water conditions of the Property are satisfactory to
Purchaser, in Purchaser's sole discretion.
i) No statement of fact shall have been revealed subsequent to the Survey,
Title Commitment, the Environmental Report, the Engineering Study or
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the Soils Tests which have a materially detrimental effect on the condition
of the Property, Purchaser's intended use of the Property or the costs of
construction of Purchaser's improvements thereon in Purchaser's sole
discretion.
j) All utilities required for the operation of the facilities proposed by
Purchaser shall be on or directly adjacent to the Property and permission
shall have been granted by the appropriate public authority to connect to
the same.
Nothing herein contained shall be interpreted as obligating the Purchaser to
accede to any requirement imposed by any governmental unit as a condition for
the favorable resolution of the foregoing contingencies. Any contingent provision
in respect to which unacceptable requirements are imposed, as determined by
Purchaser, in its sole discretion, shall be deemed to be unresolved.
10. Closing. Closing of the transactions contemplated hereby shall occur at the Title
Company on such a date designated by Purchaser which is not more than thirty
(30) days after the date all conditions precedent to Purchaser's obligations
hereunder have been satisfied or waived but in no event later than thirty(30) days
after the expiration of the inspection period set forth in Paragraph 6; provided,
however, that if on the last date available for Closing, zoning or other
developmental approvals relating to the construction of the facilities and the use
and development of the Property for Purchaser's intended use are still pending,
the parties agree that the time for Closing shall be extended to a date which is
thirty(30) days after such proceedings have been concluded and the result thereof
has become final and unappealable. The consummation of the sale and purchase
contemplated hereunder is referred to herein as the "Closing."
11. Possession Upon Execution. Possession of the Property shall be delivered to
Purchaser at the time of Closing.
12. Considerations of Seller. At the Closing, Seller shall execute and/or deliver to
Purchaser the following instruments, documents and considerations, all of which
shall be in form and substance satisfactory to Purchaser:
a) A Special Warranty Deed conveying the fee simple estate in the Property
to Purchaser subject only to the Permitted Exceptions;
b) A non-foreign affidavit,properly executed, containing such information as
shall be required by the Internal Revenue Code and the regulations issued
thereunder sufficient to establish that Seller is not a"Foreign Person" (as
defined in the Internal Revenue Code and the regulations issued
thereunder);
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c) Any forms required by the State of Missouri concerning selling of real
property;
d) A closing statement;
e) A marked up commitment for an ALTA Form B Owner's policy, insuring
good and marketable title to the fee simple estate in Purchaser on the date
of Closing, subject only to the Permitted Exceptions, and with any
endorsements required by Purchaser pursuant to Paragraph 3 of this
Agreement;
f) All organizational documents and resolutions of Seller authorizing the
conveyance of the Property to Purchaser;
g) Such other instruments, documents and considerations which may
reasonably be required by the state, county or municipality in which the
Property is located, as well as any documents required by the Title
Company, Purchaser or Purchaser's counsel to consummate the
transaction evidenced by this Agreement.
13. Considerations of Purchaser.
a) At the Closing, Purchaser shall pay to Seller the Purchase Price, less any
closing prorations as hereinafter provided.
b) Purchaser shall maintain its facilities to be constructed in compliance with
all applicable rules, laws, ordinances, statutes, codes and regulations.
14. Closing Prorations.
a) Expenses/Revenues. There are no continuing expenses relating to the
Property except non-delinquent Property taxes and assessments. All other
expenses shall be paid by Seller and cancelled as of the date of Closing.
All rents, income issues and profits of the Property, if any, shall be
prorated between Seller and Purchaser as of the date of Closing, with
continuing rents, income, issues and profits from the date of Closing(if
any) allocated to Purchaser.
b) Closing Costs. Any Closing fees charged by the Title Company shall be
shared equally by the.Purchaser and Seller. Other Closing Costs shall be
paid as follows:
i) Seller's Expenses. Seller agrees to pay all costs of releasing
existing loans and recording the releases; preparation of the Special
Warranty Deed (see Section 3), any transfer taxes on the sale of the
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Property, if any; and other expenses stipulated to be paid by the Seller
under the provisions of this Agreement.
ii) Purchaser's Expenses. Purchaser agrees to pay the cost of the
Title Insurance Policy and any endorsements; the costs of the Survey,
Environmental Report, Engineering Study and Soils Test; and other
expenses stipulated to be paid by Purchaser under other provisions of this
Agreement.
15. Taxes and Assessments. Seller shall pay, or cause to be paid, all real estate taxes
relating to the Property assessed for all calendar years prior to the Closing and
shall pay, or cause to be paid, that portion of such taxes assessed for and
becoming a lien during the calendar year of the Closing as shall be allocable to it
for the period through and including the date of the Closing. A credit shall be
allowed to Purchaser at Closing for any such taxes which are not then due and
payable. If the tax rates applicable to such taxes for any such year have not been
determined by the Closing, the most current tax rate shall be used. Purchaser
shall pay all assessments for municipal or other public improvements becoming a
lien on the Property after the Closing and Seller shall pay all assessments
becoming a lien prior thereto.
16. Damage and Destruction; Condemnation. All risk of loss or damage to the
Property occurring subsequent to the date hereof shall be borne by Seller to and
including the date of Closing. If any of the Property shall suffer a loss by fire,
flood, tornado, accident or other cause after the date hereof and on or before the
date of the Closing, or if proceedings to take or condemn the whole or any part of
the Property for public or quasi-public use under any statute or by the right of
eminent domain are commenced or threatened prior to the date of Closing, then .
Purchaser may, at its option, either consummate or not consummate the
transactions contemplated hereby. If Purchaser elects to consummate such
transactions,then all insurance proceeds payable in respect to such casualty
and/or any and all damages or awards payable in respect to such taking or
condemnation shall be paid to Purchaser. If Purchaser elects not to consummate
such transactions, this Agreement shall terminate, the Earnest Money shall be
returned to Purchaser and this Agreement shall be of no further force and effect.
17. Termination. In the event that (a) any one or more of the conditions precedent
set forth herein is not fulfilled on or before Closing, (b) Purchaser discovers that
any representation or warranty made by Seller herein was, on the date of this
Agreement, or at any time thereafter, inaccurate or untrue in any respect, or(c)
Seller fails to comply with or perform any one or more of the covenants, terms
and conditions to be complied with or performed by it hereunder, then, and in any
such event, Purchaser shall have the right, at its election and in addition to any
other rights or remedies it may have at law or in equity to terminate this
Agreement. In the event that this Agreement is so terminated, Purchaser shall be
released from all further obligations and liabilities hereunder and the Earnest
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Money shall be promptly returned to Purchaser. Purchaser shall also have the
right to pursue all appropriate remedies including damages and specific
performance, for any breach hereof and shall be entitled to recover reasonable
attorney's fees incurred in connection with any such action. If Purchaser fails to
observe or perform any of the terms and conditions hereof to be observed or
performed by Purchaser, then Seller shall be permitted to pursue any monetary
damages (but not specific performance) for such breach including reasonable
attorney's fees.
18. Survival of Representations,Warranties and Covenants. All representations,
warranties and covenants contained herein shall survive the execution hereof and
the consummation of the transactions contemplated herein, and shall not be
deemed to be merged into the deed to be delivered by Seller to Purchaser
hereunder. All statements contained in any schedule, certificate or other
instrument, document or other consideration delivered at any time by Seller to
Purchaser in connection with the transactions contemplated herein shall constitute
representations and warranties hereunder.
19. Expenses; Brokerages. Except as herein specifically provided to the contrary,
each of the parties hereto shall bear its own expenses incurred in connection
herewith, and no party shall be liable to any other party for any of such expenses,
whether or not the transactions contemplated by this Agreement are
consummated. Each of the parties hereto covenants that it has not employed any
broker, finder or agent pursuant to any implied or written agreement whereby the
other of such parties is or will be obligated to pay any broker's commission for
bringing the parties together or bringing about this Agreement or the transactions
contemplated herein.
20. Miscellaneous. This instrument contains the entire agreement between the
parties and supersedes all prior oral or written understandings, agreements or
contracts, formal or informal,between the parties hereto. This provision and each
and every other provision of this Agreement may not, under any circumstances,
be modified, changed, amended or any provisions hereunder waived verbally,but
only may be modified, changed, amended or provisions hereunder waived by an
agreement in writing and executed by all parties hereto. This Agreement shall be
construed under and governed by the laws of the State of Missouri.
21. Notices. All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given as of the date of mailing when delivered
in person or sent by registered or certified mail (return receipt requested), postage
prepaid, or Federal Express,UPS or other overnight mail carrier, addressed as
follows:
To Purchaser: Missouri-American Water Company
Dave Moore- Legal Department
727 Craig Road
St. Louis, MO 63141
11
1/28/2010
To Seller: Drew W. Hilpert, City Counselor
City of Jefferson
320 E. McCarty St.
Jefferson City, MO 65101
or to such other address as may be furnished in writing by a party to the other.
22. Successors and Assigns. The terms, provisions, covenants, agreements and
conditions contained in this Agreement shall apply to, inure to the benefit of, and
be binding upon, the parties hereto and upon their respective heirs, legal
representatives, successors and assigns.
23. Assignment. Purchaser shall have the right to assign its interest in this
Agreement to any affiliated or related entity.
24. No Waiver. No failure on the part of either party at any time to require
performance by the other parry of any term hereof shall be taken or held to be a
waiver of such term or in any way affect such party's right to enforce such term,
and no waiver on the part of either party of any term hereof shall be taken or held
to be a waiver of any other term hereof or the breach thereof.
25. Severability. The invalidity or unenforceability of any particular provision
hereof shall not affect the other provisions, and this Agreement shall be construed
in all respects as if such invalid or unenforceable provision had not been
contained herein.
26. Expiration of Time Periods. If any date specified herein is, or any period
specified herein expires on, a Saturday, Sunday or holiday, then such date or
expiration date of such period, as the case may be, shall be extended to the next
succeeding business day.
27. Easements. Seller agrees to convey, at no cost to Purchaser, an easement twenty
four(24) feet wide, for ingress and egress purposes on Tract 6A as shown
highlighted in yellow on the attached Parcel Division drawing marked Exhibit A.
The form of easement document to be used to convey said ingress and egress
easement is attached as Exhibit B. Furthermore, when the driveway serving the
fire house property on Tract 6A is installed, Purchaser shall have the right of
ingress and egress over said driveway and Seller also agrees to extend and pave a
branch driveway, approximately twenty four(24) feet wide, from said driveway
serving the fire house to the Property, at no cost to Purchaser.
28. Duration of Offer. This offer shall expire if written acceptance endorsed hereon
is not delivered to Purchaser on or before 5:00 P.M. on D Ec Ewm eLR 21, 2a u.
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EXECUTED as of the date first above written.
PURCHASER:
MISSOURI-AMERICAN WATER COMPANY
a Missouri corporation
B
Kevin Dunn, Director of Engineering
ACCEPTANCE OF AGREEMENT
Seller hereby accepts the foregoing Agreement and agrees to sell and convey the
Property to Purchaser upon and subject to the terms and conditions set forth herein.
Dated this �—day of ' 2012.
SELLER:
CITY OF JEFFERSON, MISSOU
BY: L
Eric J emph, ayor
ATST:
� a, L,J �)"",, ,,l
Phyllis Powell, City Clerk
APPROVED AS-TO FORM:
Drew W. Hilpert, City Counselor
13 1/28/2010
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F Y_ I T A'
INGRESS & EGRESS EASEMENT
KNOW ALL MEN BY THESE PRESENTS, on this day of 20___,
that the undersigned CITY OF JEFFERSON, MISSOURI, a political subdivision of the State of
Missouri ("GRANTOR"), owner of ,
according to the plat thereof recorded in Page of the
Cole County Records,having acquired title to said tract of land by deed recorded in Book
Page of the Cole County Records, for and in consideration of the sum
of One Dollar($1.00) to them in hand paid by the MISSOURI-AMERICAN WATER
COMPANY, a Missouri corporation with offices located at 727 Craig Road, St. Louis, Missouri,
63141 ("GRANTEE"), the receipt of which is hereby acknowledged, and for other good and
valuable considerations do by these presents grant, sell, convey, and confirm,unto GRANTEE,
its successors and assigns, an easement twenty four(24) feet wide("Ingress & Egress
Easement") for the purpose of ingress and egress on the strip or strips of ground described as
shown hachured/////on the attached "Easement Plat," marked Exhibit A,which is initialed by
the undersigned and made a part hereof.
GRANTEE, its agents and contractors, shall have the right to install and maintain a driveway
consisting of gravel,rock and/or pavement over and across the Ingress &Egress Easement, said
driveway shall be used, with or without vehicles and equipment, to access GRANTEE's
property. In addition, GRANTEE, its agents and contractors, shall have the right to use, with or
without vehicles and equipment, any driveways and roadways serving the firehouse that are
installed within the limits of the Ingress &Egress Easement.
IN WITNESS WHEREOF, this instrument has been executed on this day of
520
EXHIBIT "B"
CITY OF JEFFERSON, MISSOURI
BY:
Eric J. Struemph, Mayor
ATTEST:
Phyllis Powell, City Clerk
APPROVED AS TO FORM:
Drew W. Hilpert, City Counselor
STATE OF MISSOURI )
) SS
COUNTY OF COLE)
On this day of , 20 ,before me appeared Eric J. Struemph,to
me known, who, being by me duly sworn did say that he is the Mayor of the City of Jefferson,
and that the seal affixed to the foregoing instrument is the corporate seal of said City of Jefferson
and that said instrument was signed and sealed in behalf of the City of Jefferson by authority of
Ordinance No. passed 120
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and
year last above written.
My commission expires
Notary Public