HomeMy Public PortalAboutORD16249BILL NO. 2022-030
SPONSORED BY Councilmember Fitzwater
ORDINANCE NO. /40 24q
AN ORDINANCE DESIGNATING A CERTAIN TRACT OF LAND IN THE CITY OF
JEFFERSON, MISSOURI, AS A BLIGHTED AREA; APPROVING THE DEVELOPMENT PLAN
FOR THE SIMONSEN REDEVELOPMENT PROJECT; APPROVING A DEVELOPMENT
AGREEMENT IN CONNECTION WITH THE DEVELOPMENT PLAN; AND AUTHORIZING
THE CITY TO ENTER INTO CERTAIN AGREEMENTS AND TAKE CERTAIN OTHER
ACTIONS IN CONNECTION THEREWITH.
WHEREAS, the City of Jefferson, Missouri (the "City"), is authorized and empowered to
undertake certain redevelopment projects pursuant to Chapter 353 of the Revised
Statutes of Missouri ("Chapter 353") and Chapter 25, Article III of the Jefferson City
Code, as amended by Ordinance No. 16215 (the "Urban Redevelopment
Ordinance"); and
WHEREAS, the Development Plan for the Simonsen Redevelopment Project (the
"Development Plan"), attached hereto as Exhibit A, has been prepared and
submitted to the City in connection with the proposed redevelopment of the historic
Simonsen school building located on approximately 3.68 acres of real property at
501 E. Miller Street in the City (the "Redevelopment Area"); and
WHEREAS, the Development Plan contemplates the use of real property tax abatement to
incentivize a redevelopment project consisting of the renovation of the historic
Simonsen school building for use as approximately 60-75 residential apartments
and amenity space (the "Redevelopment Project"); and
WHEREAS, included as Exhibit C to the Development Plan is an analysis prepared by Lauber
Municipal Law, LLC (the "Blight Analysis"), which documents the current conditions
of the Redevelopment Area and supports a finding that the Redevelopment Area is
a "blighted area" as defined in Chapter 353; and
WHEREAS, implementation of the Development Plan through the completion of the
Redevelopment Project will remediate the conditions that cause the
Redevelopment Area to be a blighted area; and
WHEREAS, in accordance with Chapter 353 and the Urban Redevelopment Ordinance, the City
Council held a public hearing regarding the blight designation, the proposed
Development Plan and the contemplated grant of tax abatement on August 1,
2022, at which hearing all interested persons and taxing districts were given the
opportunity to be heard (the "Public Hearing"); and
WHEREAS, the City Council hereby finds and determines that it is desirable for the
improvement of the economic welfare and development of the City to approve the
Development Plan; and
WHEREAS, the Redevelopment Project is also the subject of the Plan for an Industrial
Development Project (the “Chapter 100 Plan”) approved by Ordinance No. _____
(Bill No. _____), which Chapter 100 Plan allows for a sales tax exemption on
construction materials used to construct the Redevelopment Project; and
WHEREAS, the City Council further finds and determines that it is necessary and desirable in
connection with the implementation of the Development Plan and the Chapter 100
Plan to enter into a Development Agreement, in substantially the form of Exhibit B,
with the developer of the Redevelopment Project (the “Development Agreement”).
NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON,
MISSOURI, AS FOLLOWS:
Section 1. Findings. Upon due consideration of the Development Plan, the Blight Analysis
and the testimony presented at the Public Hearing, the City Council finds that:
(a) the Redevelopment Area is a “blighted area” as defined in the Urban
Redevelopment Ordinance, and redevelopment of the Redevelopment Area is necessary
for the public interest, convenience and necessity; and
(b) the approval of the Development Plan and its implementation is necessary
for the health, safety, morals and welfare of the public.
Section 2. Approval of Development Plan. The Development Plan is hereby approved.
Section 3. Approval of Development Agreement. The City is hereby authorized to enter
into the Development Agreement, in substantially the form presented to and approved by the City
Council and attached to this Ordinance as Exhibit B, with such changes therein as shall be
approved by the officials of the City executing the Development Agreement, such officials’
signatures thereon being conclusive evidence of their approval thereof. The Mayor is hereby
authorized to execute the Development Agreement and such other documents, certificates and
instruments as may be necessary or desirable to carry out and comply with the intent of this
Ordinance, for and on behalf of and as the act and deed of the City. The City Clerk is hereby
authorized to attest to and affix the seal of the City to the Development Agreement and such other
documents, certificates and instruments as may be necessary or desirable to carry out and
comply with the intent of this Ordinance.
Section 4. Developer Substitution. Notwithstanding the form of the Development
Agreement approved in substantially final form pursuant to Section 3, at the request of TD –
Simonsen, LLC (the “Developer”), any entity controlled by the Developer or under common control
with the Developer may be inserted as the Developer in the Development Agreement prior to
execution.
Section 5. Further Authority. The City shall, and the officials, agents and employees of
the City are hereby authorized to, take such further action and execute such other documents,
certificates and instruments as may be necessary or desirable to carry out and comply with the
intent of this Ordinance and to carry out, comply with and perform the duties of the City with
respect to the Development Plan and the Development Agreement. The Mayor and the City
Administrator are hereby authorized, through the term of the Development Agreement, to execute
all documents on behalf of the City (including documents pertaining to the financing or refinancing
of the Redevelopment Project by the Developer) as may be required to carry out and comply with
and comply with the intent of this Ordinance and the Development Agreement. The Mayor and
the City Administrator are further authorized, on behalf of the City, to grant such consents,
estoppels and waivers relating to the Development Agreement as may be requested during the
term thereof; provided, such consents, estoppels and/or waivers shall not increase the amount
or duration of the economic incentives provided in the Development Agreement, waive an event
of default or materially change the nature of the transaction. The City Clerk is authorized to
attest to and affix the seal of the City to any document authorized by this Section.
Section 6. Severability. It is hereby declared to be the intention of the City Council that
each and every part, section and subsection of this Ordinance shall be separate and severable
from each and every other part, section and subsection hereof and that the City Council intends
to adopt each said part, section and subsection separately and independently of any other part,
section or subsection. If any part, section or subsection of this Ordinance shall be determined
to be or to have been unlawful or unconstitutional, the remaining parts, sections and
subsections shall be and remain in full force and effect, unless the court making such finding
shall determine that the valid portions standing alone are incomplete and are incapable of being
executed in accord with the legislative intent.
Section 7. Effective Date. This Ordinance shall be in full force and effect from and after
the date of its passage and approval.
Passed: „it Utt 1) 9-0)-9.1 Approved:
0-
Presiding Officer
ATTEST:
Mayor Carrie Tergin
APPROVED AS TO FORM:
EXHIBIT A
DEVELOPMENT PLAN
(On file in the office of the City Clerk)
Development Plan
Simonsen Redevelopment Project
Jefferson City, Missouri
Prepared for
The City Council of the City of Jefferson City, Missouri
on behalf of
Jefferson City Redevelopment Corporation
By
Lauber Municipal Law, LLC
July 11, 2022
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Development Plan
Simonsen Redevelopment Project
City of Jefferson City, Missouri
Jefferson City Redevelopment Corporation
Introduction
This Development Plan (this “Plan”) sets forth a program of redevelopment intended to
eliminate or mitigate certain factors which cause an area containing one lot in downtown
Jefferson City, Missouri, located at 501 E. Miller Street, Jefferson City, Missouri and
legally described in Exhibit A and depicted on Exhibit B, both attached to and
incorporated in this Plan by reference (the “Redevelopment Area”), to constitute a
“blighted area,” as that term is used and defined in the Urban Redevelopment
Corporations Law, Chapter 353 of the Revised Statutes of Missouri, as amended
(“Chapter 353”). A study entitled “Study of Blighting Factors within the Simonsen
Redevelopment Area” chronicling conditions of blight in the Redevelopment Area (the
“Blight Analysis”) has been performed and has concluded that evidence of physical,
social and economic conditions of blight exist in the Redevelopment Area. A copy of the
Blight Analysis is attached as Exhibit C and is incorporated in this Plan by reference and
sets forth the factors which support this determination.
The Redevelopment Area encompasses one parcel of land in downtown Jefferson City.
The lot at 501 E. Miller is owned by T D - SIMONSEN LLC (the “Developer”). The
Redevelopment Area currently consists of the property commonly known as Simonsen
School. (see Exhibit B). The property is located in a multi-family residential area. The
building had been abandoned by the School District and was subsequently substantially
damaged by an EF-3 tornado in 2019. To address the blighting factors present in the
Redevelopment Area, the Jefferson City Redevelopment Corporation (the “353
Corporation”) has determined that a high end residential apartment complex be sought
and has proposed this Plan, prepared in accordance with Chapter 353, and procedural
ordinances of the City governing consideration of redevelopment proposals, which calls
for the grant of limited real property tax abatement to induce redevelopment and
preservation of the structure.
Chapter 353 Provisions and Requirements
Chapter 353 as a redevelopment tool is available to all Missouri cities regardless of size.
Chapter 353 encourages redevelopment by providing for real property tax abatement for
properties within designated redevelopment areas. Under Chapter 353, real property
acquired by an Urban Redevelopment Corporation (as that term is used in Chapter 353)
and used in accordance with an approved redevelopment plan may receive tax relief in
the form of partial real property tax abatement for a period of up to twenty-five years.
Taxation of personal property remains unaffected. Approval of tax abatement will assist
in the reconstruction and rehabilitation of the Redevelopment Area and facilities therein,
promote the health, safety and welfare of the City and restore the Redevelopment Area
from its current blighted and economically underutilized state to an economically
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productive state following the expiration of the tax abatements.
Before authorizing a redevelopment project, and granting property tax abatement, the
governing body of a city must schedule and hold a public hearing, notify affected taxing
districts in writing, and provide to the taxing districts a written statement identifying the
estimated impact of the proposed property tax abatement. Following the public hearing,
the city may approve the project and the tax abatement by ordinance. The ordinance
must set the time for acquisition of property by the Urban Redevelopment Corporation
and for expiration of the development rights granted.
A tax impact analysis showing the economic impact of this Plan on the political
subdivisions whose boundaries includes any of the parcels of property within the Area
(the “Taxing Districts”) is set forth in Exhibit D attached hereto. As stated above, a copy
of the tax impact analysis was mailed to each applicable Taxing District with notice of the
public hearing prior to the approval of the Plan. The projections contained in the tax impact
analysis are based on assumptions, projections, and information provided by sources
considered reliable. However, external factors may influence these projections. Changes
in national, regional, and local economic and real estate market conditions and trends
may impact the anticipated development. Changes may also be caused by legislative,
environmental, or physical events or conditions. These projections are not provided as
predictions or assurances that a certain level of performance will be achieved or that
certain events will occur. The actual results will vary from the projections described
herein, and those variations may be material.
As stated above, it is requested that the City Council find and determine that the
Redevelopment Area is blighted pursuant to Chapter 353. A copy of the Blighing Study is
attached hereto as Exhibit C.
Redevelopment Objectives
The principal objectives of this Plan are the reduction or elimination of blighted conditions
within the Redevelopment Area and the improvement of the site to encourage
redevelopment existing building which will in turn result in an enhanced capacity to pay
reasonable taxes. The current blighting conditions create a higher than normal cost of
development causing the property to sit idle.
The blighting conditions are highly visible due to the location of the building, magnifying
their effects. The building and location also have significant historic and cultural ties to
the community. Therefore, this plan is designed to make redevelopment of existing
building financially viable. To induce these actions, this Plan also calls for the abatement
of 100% real property taxes for a ten-year period and a 100% reduction in property taxes
for a fifteen-year period to incentivize and induce the called-for redevelopment activities,
as well as sales tax relief for the construction period through a Chapter 100 lease plan.
The savings from this tax abatement will be used to fund the costs of the project.
Description of the Redevelopment Project
A. Redevelopment Project Activities
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The Redevelopment Project envisions the rehabilitation of the lot by remodeling the
existing building into a high-end apartment building with associated infrastructure
improvements.
Necessary redevelopment activities will be unlikely to occur without the incentives offered
in this Plan.
No use of eminent domain will be necessary under this Plan. No request for the City to
exercise eminent domain on behalf of the 353 Corporation has been or will be made.
B. Relocation Plan
The Council of the City of Jefferson City (the “City Council”) by ordinance has established
a relocation policy for projects undertaken pursuant to Chapter 353 and other
redevelopment statutes (the “Relocation Policy”), all in accordance with requirements of
Sections 523.200 et seq. of the Revised Statutes of Missouri, as amended. This Plan
incorporates the Relocation Policy as the relocation plan for the Redevelopment Project.
This Plan as proposed does not require relocation activities.
C. Redevelopment Terms and Proposed Limitations on Tax Abatement
Chapter 353 allows for grants of real property tax abatement for a total maximum period
of twenty-five years. This Plan calls for a grant of abatement 100% of taxes on real
property only within the Redevelopment Area for a period of ten (10) years followed by a
100% rebate for the following fifteen years. Throughout this twenty-five year period and
thereafter, all affected taxing districts will continue to receive personal property taxes on
existing and new equipment and personalty.
Land Use Plan
The Redevelopment Area lies within the City's “RA-2” zoning district classification. The
City’s Zoning Code provides that the RA-2 is intended for high-intensity residential living.
(See Jefferson City Code § 35-26(E)). The proposed uses of this Plan are permitted as
of right under the RA-2 district regulations. Accordingly, this Plan is consistent with the
City’s Zoning Code and requires no prior zoning approvals or any other land use
approvals for implementation.
Duration of Plan
This Plan and all development rights hereunder shall expire at the end of the twenty-five
year term of granted tax abatement that begins when the 353 Corporation acquires the
real property within the Redevelopment Project Area, which acquisition shall occur no
later than December 31, 2023.
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Right of Assignment
Prior to completion of the Project, Developer may assign its rights under this Plan and
any contract with the City or another party upon the written consent of the City, which
consent will not be unreasonably withheld. After the completion of the Project the
Developer shall have the right to assign its rights under this Plan and any contract with
the City or another party to any affiliate, and to other assignees, so as such other
assignees give assurances reasonably satisfactory to the City that the intention and
purposes of this Plan will be carried out.
Plan Amendments
This Plan may be amended from time to time by the City Council by ordinance. Any such
amendment that substantially departs from the terms of any redevelopment agreement
between the City and the Developershall additionally require approval by any other
affected developer or sub-developer.
Exhibit A
Legal Description of Redevelopment Area
TRACT I
INLOTS NOS. 622, 623, 624, 625, 626, 627 AND 628, IN THE CITY OF JEFFERSON,
MISSOURI.
EXCEPT THAT PART OF INLOT NO. 622 CONVEYED TO JOSEPH A KOLB ET AL BY
DEED OF RECORD IN BOOK 329, PAGE 465, COLE COUNTY RECORDER'S OFFICE.
ALSO, ALL THAT PART OF INLOT NO. 621, IN THE CITY OF JEFFERSON, MISSOURI
LYING AND SITUATE ON THE SOUTH SIDE OF GOOSE CREEK BEING ONE HALF
THEREOF, MORE OR LESS.
EXCEPT THAT PART OF INLOT NO. 621 CONVEYED TO JOSEPH A KOLB, ET AL BY
DEED OF RECORD IN BOOK 329, PAGE 465, COLE COUNTY RECORDER'S OFFICE.
Exhibit B
Map of Redevelopment Area
EXHIBIT C
Study of Blighting Factors
within the Simonsen Redevelopment Area
Study of Blighting Factors
within the Simonsen Redevelopment Area
Introduction.
In accordance with Section 353.020(2) of the Urban Redevelopment Corporation Act of
the Revised Statutes of Missouri, as amended (“Chapter 353”), this analysis of factors
within the Redevelopment Area (the “Area”) described in that certain development plan
entitled “Development Plan – Simonsen Redevelopment Project” (the “Plan”) has been
prepared to assist the Jefferson City City Council (the “Council”) in determining whether
the Area constitutes a “blighted area,” as that term is used and defined in the Urban
Redevelopment Corporations Law, Chapter 353 of the Revised Statutes of Missouri, as
amended (“Chapter 353”). This analysis was conducted in March and April of 2022.
Description of Area
The Area is located in the heart of the City of Jefferson City, Missouri, as depicted in
Exhibit A attached to the Plan and incorporated by reference in this analysis. The Area
consists of a single tract of land in the central downtown area of Jefferson City.
The Area consists of the former Simonsen Ninth Grade Center of the Jefferson City Public
School Area. The building sits on “Hobo Hill,” which was the original location of Lincoln
Institute when the first classes were offered in September 1866. Lt. Richard Baxter Foster,
a white officer, led the efforts of the men of the 62nd and 65th Colored Infantries to
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establish a school for freed African Americans in Missouri. Undeterred by failed efforts to
locate in St. Louis, Lt. Foster, determined to bring the soldiers’ dream to reality, set his
sights on Jefferson City. There he found a 30-year-old frame building, which once served
as a school for residents of Jefferson City. Lincoln Institute would offer classes in the
building until 1869, at which time the institution moved to its present location. The “House
on Hobo Hill” was destroyed by fire in 1878.
In 1905 the first Jefferson City High School was built at the location. It was named after
a local businessman and philanthropist, Ernst Simonsen who donated $5000 towards its
construction.
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In May of 2019, the building was substantially damaged
by an EF-3 tornado. The tornado did damage to the roof,
windows, and interior of the building. The structure has
been empty since that time.
At the time of this study, the Area is zoned RA-2. Zoning Area RA-2 is focused on High-
Intensity Residential Use. (See Exhibit A).
Purpose of Report
This report evaluates conditions affecting the Area, through on-site inspection,
documentation, research of property files/public records, and other investigations to assist
the City in determining if conditions in the Area satisfy the criteria of a “blighted area” as
such term is defined in Chapter 353.
Definition of Blight
Chapter 353 requires as a prerequisite to the undertaking of proposed redevelopment
activities, including the granting of real property tax abatement, that the Council make a
determination that the Area is a “blighted area,” as that term is used and defined in
Chapter 353. A “blighted area” is defined by Chapter 353 to have the same definition as
§ 99.805(1) which reads:
“(1) "Blighted area", an area which, by reason of [1] the predominance of
insanitary or unsafe conditions, [2] deterioration of site improvements, or
[3] the existence of conditions which endanger life or property by fire and
other causes, or any combination of such factors, retards the provision of
housing accommodations or constitutes an economic or social liability or a
menace to the public health, safety, or welfare in its present condition and
use;
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(§ 99.805(1) RSMo 2016 (numbering added).
If the property contains one or more of these three conditions and either retards housing
accommodations or constitutes an economic liability or constitutes a social liability or is a
menace to the public health, safety, or welfare, then the property is a blighted area.
The determination of statutory “blight” need not encompass the entire Area. Rather,
Chapter 353 expressly provides that “any such area may include buildings and
improvements not in themselves blighted, and any real property, whether improved or
unimproved, the inclusion of which is deemed necessary for the effective clearance, re-
planning, reconstruction, rehabilitation of the area of which such buildings, improvements,
or real property form a part.” Based on the analysis detailed below, the Council has a
sufficient factual basis to support a determination that the Area is indeed a “blighted area”
under Chapter 353.
DETERMINATION OF BLIGHT
The following factors demonstrate that the Area is a “blighted area” as that term is defined
and used in Chapter 353 and applicable judicial determinations:
Blight factors present within the Area include:
(1) “predominance of insanitary or unsafe conditions”
(2) “deterioration of site improvements”
(3) “the existence of conditions which endanger life or property by fire and other
causes”
Each is discussed below.
1. The Property is Characterized by a Predominance of Insanitary Or Unsafe
Conditions.
The Meriam-Webster dictionary defines “insanitary” to mean “unclean enough to
endanger health.” Illegal dumping of trash, broken building materials, and deteriorated
pavement have been found to constitute “unsafe and insanitary conditions.” (City of Kan.
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City v. Chung Hoe Ku, 282 S.W.3d 23, 31 (Mo. App. 2009).).
The property is in reasonably good condition
considering that parts are over one hundred years old,
it has been abandoned for several years, and it was hit
by a tornado, which contributed to the present
apparent blighting conditions. Sidewalks throughout
the Area are cracked and have heaved so as to no
longer be ADA compliant and present unsafe
conditions for visitors to the Area. The current nature
of the Area subjects the property to illegal activity,
including illegal dumping, littering, and trespassing,
evidenced by discarded beer bottles
It is worth noting that the building sits on one of the highest points in the City. With its
boarded-up windows, it is visible for miles around. Thus it may be assumed that the
adverse effects caused by this building are greater than might ordinarily occur.
Because of the building's antiquity, harmful and unsafe elements such as asbestos and
lead may be present. Asbestos was used for a variety of things, including insulation, paint
texture, and floor tiles. Lead, which may accumulate in the bloodstream and cause organ
damage, was allowed to be used as a paint component until 1978., and unless proven
otherwise, any structure built before 1977 is assumed to have these two chemicals,
posing additional unsafe conditions and necessitating costly mitigating procedures to
isolate them for removal. The building has also been subject to water intrusion difficulties,
likely causing the development of mold inside the building.
Without redevelopment, the Area is subject to continued unpermitted usage of the Area,
including trespassing and littering, which contributes to the generally unsafe and
unsanitary conditions of the Area.
2. The Property is Characterized by Deterioration Of Site Improvements:
In general, deterioration refers to any physical deficiency or disrepair in buildings or site
improvements requiring treatment or repair.
Decaying stairs, no handrails
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Site improvements refer to either buildings on site, or other types of improvements on
site, such as driveways, sidewalks, light fixtures, steps, retaining walls, storage structures,
etc. Deterioration of buildings includes defects in primary components such as cracked
or damaged foundations, exterior walls, floors, wiring, plumbing, frames, or roofs.
Deterioration also includes secondary building components, consisting of doors,
windows, porches, soffits, fascia, gutters, and downspouts.
Deterioration of driveways and parking areas includes evidence of potholes, cracks,
depressions, overgrowth, and poor drainage. Deterioration of sidewalks is evidenced by
settled areas, cracks, gravel sections, overgrowth, depressed curb areas, and poor
drainage.
The site improvements within the Area consist of: (i) the dilapidated and vacant former
school building; and (ii) surface parking lots and area. The building located within the Area
was built in the early twentieth century and has significantly deteriorated over time. The
vacant building exhibits signs of deterioration. A field survey of the Area revealed a
number of deficiencies related to the exterior of the building.
The vacant building also suffers from the deterioration of several secondary building
components, including broken window frames, peeling paint, rusting and rotting windows,
gutters, and downspouts.
The parking, driveway, and sidewalk areas of the Area also suffer from a variety of
deteriorated site improvements. These deteriorated site improvements also detract from
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the safety and appearance of the Area, which inhibits the Area’s ability to attract
investment into the area. The Area contains extensive deterioration of the parking lot
surfaces and curbing, and uneven and cracked surfaces and sidewalks. The Area is
prone to poor drainage and vegetation has sprung up through cracks in the broken
surfaces of the parking areas and sidewalks. Moreover, trash and debris were noted
around the Area.
All of the foregoing characteristics impair the attractiveness, marketability, and safety of
the Area and evidence a general lack of maintenance for the Area.
Finally, the infrastructure site improvements of the Area are insufficient or inadequate.
The Area’s infrastructure will require significant investment and modification to become
capable of supporting sufficient uses. For the Area to be developed, the required
infrastructure will need to be either entirely rebuilt or installed. This is an expensive task
that greatly discourages private sector investment.
Roof After Tornado
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3. The Property is Characterized by the Existence Of Conditions Which
Endanger Life Or Property By Fire And Other Causes
Abandoned properties have been directly correlated with higher crime and social
disruption (Cui, Lin; Walsh, Randall Foreclosure, Vacancy, and Crime, Journal of Urban
Economics, 2015). Vacant properties are also associated with an increased arson rate,
both for them and for surrounding buildings (Schachterle, Stephen E.; et al. Proximity to
Vacant Buildings is Associated with Increased Fire Risk in Baltimore, Maryland, Homes
Injury Prevention, 2012.). Thus abandoned properties, by their very nature, encourage
crimes and fires, both on the property and nearby.
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Currently, the property is entirely vacant. The School District closed the facility and the
tornado damage further prohibited any immediate use. The windows are boarded and
the roof has a temporary covering. Studies have shown that “Abandoned houses are
magnets for vandalism, theft, fires, drug trafficking, and more serious crimes, all of which
require more and better municipal services.” (Lind, K. J. (2015). Perspectives on
Abandoned Houses in a Time of Dystopia. Journal of Affordable Housing & Community
Development Law, 24(1), 121–132. https://www.jstor.org/stable/26408156). That same
report points out that abandoned properties require more municipal services while at the
same time paying lower municipal taxes. In this case, the property pays no property tax
and generates no sales tax. Abandoned buildings and empty storefronts act as an
economic drag on the area and increase crime. According to a report issued by H.U.D.,
“Vacant and abandoned properties have negative spillover effects that
impact neighboring properties and, when concentrated, entire communities
and even cities. Research links foreclosed, vacant, and abandoned
properties with reduced property values, increased crime, increased risk to
public health and welfare, and increased costs for municipal governments.”
(HUD 2014)
In addition, it has been shown that the longer a property remains abandoned, the more
significant the economic impact is on surrounding properties and the further away the
negative impacts reach (Han, Hye-Sung 2014 The Impact of Abandoned Properties on
Nearby Property Values, Housing Policy Debate, Vol. 24).
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Thus in its current condition, the Area is likely to attract crime and require increased
municipal services while generating no tax income.
4. The Blighting Factors Of The Property Constitute An Economic or Social
Liability or a Menace to the Public Health, Safety, or Welfare In Its Present
Condition and Use.
Economic Liability
Due to the predominance of blighting factors discussed above, the Area in its current
condition is a significant economic liability to the City. As noted above, the Area suffers
from obvious neglect and a clear lack of investment. This disparity has fostered a state of
economic obsolescence as the Area is no longer marketable because of its condition and
current status, and has become an economic burden on the City. A lack of physical
maintenance of the building has contributed to Deterioration and subsequent
obsolescence.
Moreover, the assessed value of the parcels in the Area has not followed the pace of
inflation or the overall assessed value for the City of Jefferson City. The assessed value
of the Area has remained stagnant for a number of years, providing further evidence of
the Area’s economic liability.
Lastly, the vacancy of the Area has resulted in a continued lack of maintenance and
corresponding physical deterioration of the Area, which problems can only be remediated
by the type of comprehensive redevelopment such as is contemplated by the Plan. If such
physical deterioration is allowed to continue, the Area, in addition to failing to generate
tax revenue and economic activity to its full potential, will become a financial burden on
the City.
Social Liability
As detailed above, the blighting conditions found on the property are directly linked to
health, safety, and welfare concerns that constitute a social liability. Missouri’s Courts
have previously found that abandoned properties create a social liability by encouraging
loitering, juvenile delinquents, and crime. (Land Clearance for Redevelopment Auth. v.
Inserra, 284 S.W.3d 641, 647-48 (Mo. App. 2009).). The Han study cited above indicates
that the longer a property remains abandoned the greater the impact on the surrounding
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community (Han 2014). The Land study indicates that abandoned properties
disproportionately burden municipal services (Lind 2015). The HUD study connects
vacant properties directly with crime as does the Lind study (HUD 2014).
The HUD study also directly links abandoned properties with decreased property values
in the area. A more recent study shows that vacant and blighted properties decrease the
value of surrounding properties by between 0.04% and 3.5% depending on the distance
between them (C. Furio, The Economic Case for Fixing Blight ESI Consultant Solutions,
Inc., March 25, 2017, https://econsultsolutions.com/economic-case-for-fixing-blight-
baltimore-case-study).
There can be no dispute then that the present abandoned and deteriorating state of the
property creates an economic and social liability.
Menace to the Public Health, Safety, or Welfare
As discussed above, the Area exhibits many factors which constitute a menace to public
health, safety, and welfare in its present condition and use. The Area is in poor condition
and the vacant and unsecured nature of the Area invites and encourages criminal
trespass or other criminal activity, including vandalism, littering, illegal dumping or refuse,
and property damage. Additionally, the Area, in its current condition, is hazardous to
persons or vehicles entering the site. The paved areas within the Area are damaged and
have become cracked, spalled, and broken. As previously noted, the Area was damaged
by the tornado, and in its present condition, the Area is a potential breeding ground for
disease-carrying rodents and insects, making it a threat to individuals living and working
near the Area. The poor conditions like those present in the Area elevate the risk of injury
to persons and constitute a menace to the public health, safety, morals, or welfare.
SUMMARY OF FINDINGS AND RECOMMENDATIONS
The following summarizes the findings of this analysis. This analysis concludes that the
Area meets the statutory definition of ‘blight’” for numerous reasons including:
1. The Area consists of a single very damaged, physically deteriorated, and
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abandoned building. This abandoned building is deteriorated and damaged to an
extent that it is not likely to be placed back into productive service without
expensive improvements, such as those proposed by the Plan, which makes it
economically unviable in its current state.
The Area is characterized by all three blighting factors listed in Chapter 353, (1)
“insanitary or unsafe conditions” (2) “deterioration of site improvements” and (3)
“the existence of conditions which endanger life or property by fire and other
causes”. These factors can be directly linked to clear and proven social harm as
well as an increased risk of physical harm by fire or crime.
2. As a result, the property meets the definition of blight as found defined by §353.020
RSMo.
CONCLUSION:
This analysis demonstrates that the Area exhibits conditions that the meet statutory
definition of blight. There is clear evidence supporting a determination by the Council that
the Area constitutes a “blighted area” so that the clearance, re-planning, reconstruction,
or rehabilitation of the Area is necessary to effectuate the purposes of Chapter 353, as
amended. This analysis recommends that the Council so find and determine.
12
EXHIBIT A
Cole County, Missouri
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Simonsen Redevelopment Ar
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City of Jefferson. Missouri
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EXHIBIT B
DEVELOPMENT AGREEMENT
(On file in the office of the City Clerk)
Gilmore & Bell, P.C.
July 11, 2022
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into as of this
1st day of __________, 2022, by and among the CITY OF JEFFERSON, MISSOURI, a Missouri
municipal corporation located in Cole County (the “City”); the JEFFERSON REDEVELOPMENT
CORPORATION, INC., a Missouri Urban Redevelopment Corporation, having a principal office at 320
E. McCarty, Jefferson City, Missouri 65101 (the “Corporation”); and TD – SIMONSEN, LLC, a Missouri
limited liability company, having a principal office at P.O. Box 6331, Fishers, Indiana 46038 (the
“Developer”).
RECITALS:
A. The Developer owns approximately 4.59 acres of real popety located at 501 E. Miller in
the City (as legally described on Exhibit B, the “Property”), upon which the historic Simonsen School is
situated.
B. On January 6, 2022, pursuant to Chapter 353 of the Revised Statutes of Missouri (“Chapter
353”), the Developer submitted the “Development Plan for the Simonsen Redevelopment Project” (the
“Plan”), which contemplates redeveloping Simonsen School into a residential apartment development (the
“Project”). The Project will contain approximately 60-75 residential apartments, with a mixture of studio
units, one-bedroom units and two-bedroom units. Additionally, the Project will contain amenity space,
which amenities may include a fitness center, pet amenities and bike storage, along with outdoor amenities.
Fenced and secured parking for the Project will be located across the street from the Project.
C. The City Council held a public hearing with respect to the Project on August 1, 2022.
D. On May 2, 2022, the City Council adopted Ordinance No. _____ (the “Approving
Ordinance”) (a) finding and declaring the Property to be a blighted area within the meaning of Section
353.020(2) of the Revised Statutes of Missouri, (b) approving the Plan and (c) authorizing and directing the
City to enter into an agreement with the Developer and the Corporation in substantially the form of this
Agreement.
E. In furtherance of the Project and pursuant to Article VI, Section 27(b) of the Missouri
Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri and the City
Charter, the City Council, on __________, 2022, also adopted Ordinance No. _____, authorizing the City
to issue its Taxable Industrial Revenue Bonds (Simonsen Redevelopment Project), Series 2022, in the
maximum principal amount of $25,000,000 (the “Bonds”) and approving certain documents in connection
therewith for the purpose of facilitating a sales tax exemption on construction materials for the Project (the
issuance of the Bonds and the execution of the related documents are referred to herein as the “Chapter 100
Transaction”).
F. The City and the Corporation now wish to have the Developer undertake, in accordance
with the Plan, the redevelopment of the Property and the implementation of the Project for the public
purposes described in the Plan, including, without limitation, the remediation of conditions that cause the
Property to be a “blighted area” as defined in Chapter 353.
G. The City, the Corporation and the Developer desire to enter into this Agreement to describe
the process by which the Developer will complete or cause the completion of the Project and the terms upon
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which the Project will receive real property tax abatement as contemplated by the Plan and sales tax
exemption as contemplated by the Chapter 100 Transaction.
AGREEMENT
NOW, THEREFORE, in consideration of the above premises and the mutual covenants set forth in
this Agreement, the City, the Corporation and the Developer each hereby agree as follows:
SECTION 1. MEANINGS OF TERMS
Section 1.1. Definitions. In addition to words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings:
a. “Applicable Regulations” shall mean, collectively, all federal, state, and local laws, statutes,
ordinances, rules, regulations, executive orders and codes including, without limitation, those
of the City applicable to or affecting the Property or the Project.
b. “Assignment” shall mean the Assignment and Assumption Agreement in substantially the
form of Exhibit A, attached hereto and incorporated herein by reference.
c. “Code” shall mean the Internal Revenue Code of 1986, as amended.
d. “Abatement Period” shall mean, with respect to the grant of partial real property tax
abatement set forth in Section 3.1.1, a period of years beginning in the calendar year the
Corporation becomes the owner of the parcel of real property comprising the Property and
extending, subject to the terms of this Agreement, for a period therefrom for 25 years.
e. “Third Party Action” shall mean any action, proceeding or demand initiated at any time by
a party other than a named party to this Agreement and directed to the City or the Corporation,
or naming the City, the Corporation or any of their respective officials, officers, agents,
attorneys, employees or representatives as a party and arising out of this Agreement, any
Assignment, the Project, amounts paid or rebated by the City to the Developer under this
Agreement, or any portion(s) of any of the foregoing or any actions taken pursuant to any of
the foregoing.
Section 1.2. Rules of Construction. Words of the masculine gender shall be deemed and construed to
include correlative words of the feminine and neuter genders. Unless the context otherwise indicates,
words importing the singular number shall include the plural and vice versa, and words importing
persons shall include firms, associations and corporations, including governmental entites, as well as
natural persons.
Section 1.3. Computation of Time. Whenever this Agreement calls for the performance of any act by
reference to a day or number of days, to a month or number of months or to a year or number of years,
each such computation shall be made based upon calendar days, calendar months and calendar years,
as applicable, unless otherwise expressly provided.
Section 1.4. Recitals; Other Items Incorporated in this Agreement. The recitals contained in this
Agreement are important and material parts of this Agreement and are hereby acknowledged and
incorporated by reference and made a part of this Agreement. The provisions of Chapter 353 up to and
including the date of the Approving Ordinance and the provisions of the Approving Ordinance and of
the Plan are also hereby incorporated by reference and made a part of this Agreement.
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SECTION 2. IMPLEMENTATION OF THE PROJECT
Section 2.1. Acquisition of the Property; Timing of the Project. Subject to the terms of this
Agreement, and to initiate the partial tax abatement contemplated by this Agreement, the Developer
shall convey, or cause to be conveyed, to the Corporation by quitclaim deed, title to all parcels
comprising the Property prior to substantial completion of the Project and the Project being “placed in
service” as such term is used in Section 47 of the Code. Upon such conveyance, the Corporation by
quitclaim deed shall immediately, but in all events prior to substantial completion of the Project and
the Project being “placed in service” as such term is used in Section 47 of the Code, re-convey the
parcels comprising the Property to the Developer or the Developer’s designee. If the Developer fails
to complete the Project in accordance with the terms of this Agreement and the Corporation
subsequently does not acquire the parcels comprising the Property in accordance with the terms of this
Agreement, the development rights hereunder including, without limitation, the right of partial tax
abatement granted in the Approving Ordinance shall automatically terminate.
Section 2.2. Developer’s Control over the Project; Delays. Subject to the provisions set forth in
Section 5, the Developer shall have complete and exclusive control over the implementation and timing
of the Project and the management and operation of the Project and the Property, subject to the
requirements of this Agreement. Notwithstanding anything to the contrary contained in this SECTION
2. , in the Plan or in the Approving Ordinance, the time within which redevelopment activities other
than the acquisition and re-conveyance of the Property as set forth in this Agreement are to commence
or be completed will automatically be extended appropriately as a result of actions or inactions not
within the reasonable control of the Developer, including construction delays, delays caused by
competent legal authority, strikes, lockouts, labor disputes, riots, fire or other casualties, tornadoes, acts
of God, acts of the public enemy, accidents, governmental restrictions, unanticipated or unusual site
conditions, priorities regarding acquisition of or use of materials, litigation challenging the rights of the
Developer or the Chapter 100 Transaction, or delays caused by local, state or federal governments,
including delays in connection with any approvals needed in connection with the historic rehabilitation
of the Project; provided that in the event of such delays, the Developer shall, within notify the City and
the Corporation in writing stating the nature of the delay which, in the opinion of the Developer, justifies
the extension.
Section 2.3. Developer to Adhere to All Applicable Regulations. To the full extent that any
Applicable Regulation applies to any aspect of occupancy of the Property or the construction of the
Project, the Developer covenants and agrees to take all such actions as are necessary to materially
comply with such Applicable Regulation, and the Developer, the Property and the Project shall each be
subject to all lawful inspections and the Developer shall perform all such necessary acts as are required
by Applicable Regulations.
Section 2.4. Building and Site Maintenance. Upon substantial completion of the Project, the
Developer at the Developer’s expense shall take all reasonable steps to maintain all buildings and
exterior areas at all times in a good state of repair.
Section 2.5. Breach and Compliance. In the event of non-compliance with the terms of the Plan, the
Chapter 100 Documents (as defined herein) or this Agreement, written notice of the same may be
delivered to the Developer by the City or the Corporation and, if the Developer shall not have corrected
such substantial non-compliance within 45 days after receipt of such notice , or upon the failure of the
Developer to complete the redevelopment activities within the time limits set forth in this Agreement
as further subject to a time extension as provided in Section 2.2. , the City or the Corporation may
jointly or individually institute such proceedings as may be necessary or desirable in its opinion to cure
and remedy such default including, without limitation, the remedy of specific performance, provided
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that if such non-compliance cannot be cured within such 45 day period, then Developer shall be
afforded additional time so cure such non-compliance, so long as Deverloper, within such 45 day
period, commences curing of such failure and diligently in good faith prosecutes the same to completion
and furnishes evidence thereof to the City and the Corporation.
SECTION 3. PARTIAL TAX ABATEMENT
Section 3.1. Partial Tax Abatement. The rights and obligations of the parties with respect to the grant
of partial real property tax abatement approved in the Approving Ordinance shall be governed by and
in accordance with Chapter 353 and this SECTION 3.
Section 3.1.1. Abatement Period. The parcels of real property comprising the Property as and
when acquired by the Corporation pursuant to Chapter 353 and this Agreement shall not be
subject to assessment or payment of general ad valorem property taxes imposed by the City
or by the State of Missouri or any political subdivision thereof for the Abatement Period,
except to such extent and in such amount, as may be imposed upon such real property during
the first 10 years of the Abatement Period measured solely by the amount of the assessed
valuation of the land, exclusive of improvements, as was determined by the Cole County
Assessor for taxes due and payable thereon during the calendar year preceding the calendar
year in which the Corporation acquires title to such real property pursuant to Section 2.1.
The amounts of such tax assessments shall not be increased during such Abatement Period so
long as the real property is held by the Corporation, the Developer or any other subsequent
transferee of the Property pursuant to Section 3.2. and used in accordance with the Plan and
this Agreement and any amendments thereto; provided that if the Developer fails to complete
the Project within the period provided for in Section 2.1. , subject to Section 2.2. and
Section 5.2, all rights to partial tax abatement hereunder shall terminate and each parcel of
the Property shall be subject to assessment and payment of all ad valorem taxes based on the
true value of the real property.
Section 3.1.2. Payments in Lieu of Taxes. During the Abatement Period, the Developer (or
subsequent transferee of the Property) shall make payments in lieu of taxes (“PILOTs”) in an
amount that, when added to taxes due pursuant to Section 3.1.1., if any, equal the amount of
ad valorem real property taxes that would be due based on the assessed value of land and
improvements on the Property in they year prior to the Corporation’s acquisition thereof
(which is $14,100 for calendar year 2022). PILOTs will be due on December 31 of each year
and, if delinquent, shall accrue penalties and interest in the same manner as ad valorem real
property taxes. The parties expect that the PILOTs will be included on a property tax bill
furnished by the Cole County Collector, however, any failure by the Cole County Collector
to include PILOTs on a property tax bill will not excuse payment thereof. All PILOTs will
be divided among tax districts pro-rata based on the each taxing district’s tax rate applicable
to the Property.
Section 3.2. Developer’s Right to Transfer Property; Withdrawals. The Developer shall retain the
right to assign this Agreement (subject to the requirements of SECTION 2. and SECTION 6. )
and to sell, assign, transfer, lease, mortgage and convey any part of or interest in the real property
comprising the Property, to any person, corporation, partnership, public authority, joint venture or other
entity, including, without limitation, any affiliate of the Developer either before or after completion of
the Project as provided herein; provided that no such transfer (including the transfer of any interest in
the real property comprising the Property to the Corporation) shall be deemed to release the Developer
from the indemnification requirements set forth in Section 1. Section 6.1. . After transfer of the real
property comprising the Property to the Corporation in accordance with SECTION 2. , any transferee
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or successor in interest to the Property, or to any part thereof, including, without limitation, the
Developer, shall be entitled to the real property tax relief of Section 353.110 of the Revised Statutes of
Missouri without further action from the City Council or the City so long as the transferee or successor
in interest prior to such transfer executes and agrees to be bound by the terms of this Agreement by the
execution of an Assignment and continues to use, operate and maintain such real property for the land
uses provided in the Plan. Any purchaser or transferee not executing such an Assignment shall not be
entitled to avail themselves of the partial tax abatement provisions provided for in this Agreement. If
any portion of the Property shall be used for a purpose different than that described in the Plan, or if
the purchaser or transferee does not desire the Property or any portion thereof to continue under the
Plan and this Agreement, such portion of the Property shall be assessed for ad valorem taxes upon the
full true value of such portion and may be owned and operated free from any of the conditions,
restrictions or provisions of Chapter 353, the Approving Ordinance and this Agreement, but the
withdrawal of any portion or portions which constitute less than the area comprising the entire Property
shall not constitute a withdrawal of other remaining portions of the Property from the benefit of Chapter
353 or the Approving Ordinance with respect to the grant of partial real property tax abatement.
SECTION 4. SALES TAX EXEMPTION PROCESS. Notwithstanding anything to the contrary set
forth in this Agreement, pursuant to the Chapter 100 Transaction, the City and the Developer intend to
enter into certain documents (collectively, the “Chapter 100 Documents”) to facilitate a sales tax
exemption on construction materials in furtherance of the remediation of the blight and the development
of the Project, including the execution of a lease between the City and the Developer or its designee
(the “Lease”). The City hereby agrees to cooperate fully with the Developer to facilitate the sales tax
exemption on construction materials used to construct the Project and any effort by the Developer to
avail itself of any historic tax credit or other tax benefits. The parties hereto recognize that the Project
will be subject to the Lease and the other Chapter 100 Documents during construction of the Project
and that prior to conveying the Property to the Corporation pursuant to the terms of this Agreement,
the Lease and the Chapter 100 Documents shall be terminated or canceled.
SECTION 5. PROJECT GOALS
Section 5.1. Required Redevelopment. In order to fulfill the objectives of the redevelopment of the
Property, the Developer agrees to complete the redevelopment of the Property as provided herein.
a. The Project shall substantially conform to the preliminary drawings and/or site plan for the
Project attached as Exhibit D hereto. The Developer may revise the plans and specifications
for the Project from time to time as it deems necessary, in its sole discretion, but revisions
that would materially alter the nature of the Project as set forth on Exhibit D shall only be
made with the prior approval of the City, which approval shall not be unreasonably withheld,
conditioned or delayed, and provided further that the applicable building permits, zoning
approvals and other governmental approvals will govern the final design and construction of
the Project. For purposes of this Section 5.1(a), “materially alter” shall mean a revision that
reduces the total usable square footage of the Project, or reduces the total residential
apartments of the Project, by more than 10%. The City hereby further acknowledges that the
Developer shall have the right to revise the plans and specifications for the Project as required
by any state or federal agency in connection with obtaining all approvals necessary for state
historic tax credits or federal historic tax credits for the Project.
b. Subject to Section 2.2, the Project shall be completed no later than 24 months following
commencement.
c. During the period prior to the completion of the redevelopment, the Developer will post a
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sign outside of the Property, in a form acceptable to the City, indicating that the Project is
supported by the City.
Section 5.2. Notice. If the City determines that the deadline set forth in Section 5.1. has not been met,
then it may terminate this agreement and the tax abatement provided herein will cease, provided,
however, that the City shall notify the Developer of such default and the Developer shall have 30 days
to propose a corrective action plan, acceptable to the City, which plan on acceptance will become part
of Section 5.1.
SECTION 6. FURTHER OBLIGATIONS OF THE DEVELOPER; REPRESENTATIONS
Section 6.1. Third Party Actions; Indemnification. The Developer shall indemnify, defend and hold
the City, the Corporation and their respective officials, agents, attorneys, employees and representatives
acting in any capacity harmless from any Third Party Action. The Developer shall have the right, but
not the obligation, to assume the costs of defense of any Third Party Action; provided that the
Developer shall have the further right to elect to abandon any such defense which the Developer has
assumed hereunder and to cancel this Agreement and, if the Developer so elects, neither the City nor
the Corporation shall have any obligation to defend or to assume the costs of defense of any such action;
and provided further that in any such instance, the Developer shall indemnify, defend and hold the
City, the Corporation and the officials, agents, attorneys, employees and representatives of each of
them, all harmless from all such Third Party Actions. The indemnification obligations of the Developer
hereunder shall not be assignable or delegable by the Developer without the prior written consent of
the City and shall survive termination of this Agreement for any reason. In no event shall the City, the
Corporation or any official, agent, attorney, employee or representative of either of them have any
liability to the Developer or to any parent or affiliate of the Developer for damages or otherwise if all
or any part of the Plan, the Approving Ordinance or any determination therein, the grant of partial real
property tax abatement, this Agreement or any portion hereof or the Chapter 100 Transaction, shall 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, or if as a result of the
initiation of a Third Party Action, the Developer is prevented from enjoying the rights and privileges
of the Developer hereunder. Notwithstanding the foregoing, the indemnification contained in this
Section shall not extend to the City or the Corporation to the extent that such claims, demands, costs,
liabilities, damages or expenses, including attorneys’ fees, are (1) the result of work being performed
at the Project by employees of the City or or the Corporation, or (2) the result of gross negligence or
willful misconduct by the City or the Corporation.
Section 6.2. Invalidation; Cancellation of Agreement. If Chapter 353, the grant of partial real
property tax abatement or the Approving Ordinance shall be declared invalid in whole or in part, then
and in any such event, this Agreement shall terminate and no party shall have any further obligation to
any other party (whether or not a signatory to this Agreement) hereunder; provided that notwithstanding
the foregoing, the obligation of the Developer to indemnify, defend and hold harmless the City and the
Corporation under Section 6.1. shall survive termination or cancellation of this Agreement for any
reason.
Section 6.3. Compliance with Section 285.530 of the Revised Statutes of Missouri.
Contemporaneous with the Developer’s execution of this Agreement, the Developer shall by sworn
affidavit in substantially the form of Exhibit C, attached hereto and incorporated herein by reference,
and provision of documentation, affirm the Developer’s enrollment and participation in a federal work
authorization program with respect to the employees working in connection with the Project, all as
required by Section 285.530 of the Revised Statutes of Missouri. The Developer shall also sign and
deliver to the City an affidavit affirming that the Developer does not and will not knowingly employ in
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connection with the Project any person who is an unauthorized alien and, if and as required by
Section 285.530 of the Revised Statutes of Missouri, the Developer shall obtain from each contractor
employed by or on behalf of the Developer in connection with the Project affidavits affirming that such
contractors do not and will not knowingly employ in connection with the Project any person who is an
unauthorized alien.
Section 6.4. Representations of the Developer. The Developer hereby represents and warrants to the
City and the Corporation that:
a. The Developer is a duly organized Missouri limited liability company existing and in good
standing and duly authorized to do business and be subject to service of process in Missouri;
b. The execution and delivery of this Agreement by the Developer will not conflict with or result
in a breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed
of trust, lease or other agreement or instrument to which the Developer or any parent, affiliate
or principal of the Developer is a party or by which the Developer or any parent, affiliate or
principal of the Developer is bound or any applicable articles of organization, or operating
agreement, or any of the rules or regulations of any governmental authority applicable to the
Developer or any parent, affiliate or principal of the Developer;
c. The Developer has the full corporate power to execute and deliver and perform the terms and
obligations of this Agreement. The Developer has been authorized by all necessary action to
execute and deliver this Agreement, which shall constitute the legal, valid and binding
obligation of the Developer, enforceable in accordance with its terms, subject to bankruptcy
and other laws affecting creditors’ rights generally and to general principles of equity;
d. There are no actions or proceedings by or before any court, governmental commission, board,
bureau or any other administrative agency pending, threatened or affecting the Developer that
would impair its ability to perform under this Agreement; and
e. The Developer has obtained or will obtain as and when required by Applicable Regulations,
and shall maintain, all government permits, certificates and consents (including, without
limitation, environmental approvals required by any Applicable Regulations) necessar y to
conduct the Developer’s business and to construct, complete and operate the Project on the
Property.
SECTION 7. MISCELLANEOUS PROVISIONS
Section 7.1. Term of Agreement. This Agreement shall remain in full force and effect until the earlier
of (i) the expiration of the Abatement Period or (ii) the earlier termination of this Agreement by the City or
the Developer. Upon the expiration of the Abatement Period, this Agreement shall terminate and
become null and void. The respective rights and privileges given to the Corporation and the Developer
by this Agreement and the respective duties and obligations imposed on the Corporation and the
Developer shall apply only to the Project and the Property.
Section 7.2. Notice. Whenever notice or other communication is called for in this Agreement to be
given or is otherwise given, such notice or other communication shall be in writing and shall be
personally delivered or sent by registered or certified mail, return receipt requested, addressed as
follows:
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If to the City or the Corporation: with a copy to:
City of Jefferson Lauber Municipal Law, LLC
Attn: City Counselor Attn: Nathan Nickolaus
320 E. McCarty 308 E. High, Suite 108
Jefferson City, Missouri 65101 Jefferson City, Missouri 65101
If to the Developer: with a copy to:
TD – Simonsen, LLC Husch Blackwell LLP
Attn: Jeffrey J. Tegethoff Attn: David Richardson
P.O. Box 6331 190 Carondelet Plaza, Suite 600
Fishers, Indiana 46038 Clayton, Missouri 63105
or to such other persons as the parties may designate in writing from time to time in accordance with
this paragraph. All said notices shall be deemed given upon the deposit in the United States mail or
upon hand delivery.
Section 7.3. Further Assistance. The City, the Corporation and the Developer each agree to take such
actions as may be necessary or appropriate to carry out the terms, provisions and intent of this
Agreement and to aid and assist each other in carrying out said terms, provisions and intent.
Section 7.4. Severability. The provisions of this Agreement shall be deemed severable. If any word,
phrase, term, sentence, paragraph or other portion of this Agreement shall, at any time or to any extent,
be invalid or unenforceable, the remainder of this Agreement shall not be affected by such partial
invalidity, and each remaining word, phrase, term, sentence, paragraph or other portion of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
Section 7.5. Headings; Agreement Preparation. The headings and captions of this Agreement are for
convenience and reference only and in no way define, limit or describe the scope or intent of this
Agreement or any provision hereof and shall in no way be deemed to explain, modify, amplify or aid
in the interpretation or construction of the provisions of this Agreement. In any interpretation,
construction or determination of the meaning of any provision of this Agreement, no presumption
whatsoever shall arise from the fact that the Agreement was prepared by or on behalf of any party
hereto.
Section 7.6. Choice of Law; Venue. This Agreement and its performance shall be deemed to have
been fully executed, made by the parties in, governed by and construed in accordance with the laws of
the State of Missouri applicable to contracts made and to be performed wholly within such state, without
regard to choice or conflict of laws provisions. The parties hereto agree that any action at law, suit in
equity or other judicial proceeding arising out of this Agreement shall be instituted only in the Circuit
Court of Cole County, Missouri, or in federal court of the Eastern District of Missouri and each waives
any objection based upon venue or forum non conveniens or otherwise.
Section 7.7. Entire Agreement; Amendments; No Waiver by Prior Actions. The parties hereto
agree that this Agreement shall constitute the entire agreement among the parties and no other
agreements or representations other than those contained in this Agreement have been made by the
parties. This Agreement shall be amended only in writing and effective when signed by the duly
authorized agents of the parties. The failure of any party hereto to insist in any one or more cases upon
the strict performance of any term, covenant or condition of this Agreement to be performed or observed
-9-
by another party shall not constitute a waiver or relinquishment for the future of any such term, covenant
or condition.
Section 7.8. No Waiver of Sovereign Immunity. Nothing in this Agreement shall be construed or
deemed to constitute a waiver of the City’s sovereign immunity.
Section 7.9. Relationship of the Parties; No Third-Party Beneficiaries. Nothing contained in this
Agreement nor any act of the City, the Corporation or the Developer shall be deemed or construed to
create a partnership or agency relationship between or among any other party, and this Agreement is
and shall be limited to the specific purposes set out herein. Other than as expressly provided in this
Agreement, no party shall be the agent of or have any rights to create any obligations or liabilities
binding on, another party. The parties do not intend to confer any benefit under this Agreement on any
other person or entity other than the parties hereto.
Section 7.10. Binding Effect. Except as otherwise expressly provided in this Agreement, the covenants,
conditions and agreements contained in this Agreement shall bind and inure to the benefit of the
Developer, the City and the Corporation, and their respective permitted successors and assigns.
Section 7.11. Counterparts. This Agreement may be executed in several counterparts, each of which
shall be an original, but all of which shall constitute one and the same instrument.
Section 7.12. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of the Revised
Statutes of Missouri, the Developer certifies it is not currently engaged in and shall not, for the duration
of this Agreement, engage in a boycott of goods or services from (a) the State of Israel, (b) companies
doing business in or with the State of Israel or authorized by, licensed by or organized under the laws
of the State of Israel or (c) persons or entities doing business in the State of Israel.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have set their hands and seals as of the day and year first
written above.
CITY OF JEFFERSON, MISSOURI
(SEAL)
By:
Carrie Tergin, Mayor
ATTEST:
Emily Donaldson, City Clerk
JEFFERSON REDEVELOPMENT
CORPORATION, INC.
By:
President
ATTEST:
Secretary
TD – SIMONSEN, LLC
By:
Jeffrey J. Tegethoff, Manager
-11-
ACKNOWLEDGMENTS
STATE OF MISSOURI )
) SS.
COUNTY OF COLE )
On this _____ day of __________, 2022, before me, the undersigned, a Notary Public in and for
said State, 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, MISSOURI, a home-rule city and political
subdivision of the State of Missouri, and that the seal affixed to the foregoing instrument is the corporate
seal of said City, and that said instrument was signed and sealed by authority of its City Council, and said
officer acknowledged said instrument to be executed for the purposes therein stated and as the free act and
deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid, the day and year first above written.
Name:
Notary Public in and for said State
My commission expires: ____________________
STATE OF MISSOURI )
) SS.
COUNTY OF COLE )
On this _____ day of __________, 2022, before me, the undersigned, a Notary Public in and for
said State, appeared ____________________, to me personally known, who, being by me duly sworn, did
say that s/he is the President of the JEFFERSON REDEVELOPMENT CORPORATION, INC., a
Missouri Urban Redevelopment Corporation, and that said instrument was signed on behalf of said
corporation by authority of its board of directors, and said officer acknowledged said instrument to be
executed for the purposes therein stated and as the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid, the day and year first above written.
Name:
Notary Public in and for said State
My commission expires: ____________________
-12-
STATE OF __________ )
) SS.
COUNTY OF __________ )
On this _____ day of __________, 2022, before me, the undersigned, a Notary Public in and for
said State, appeared JEFFREY J. TEGETHOFF, to me personally known, who, being by me duly sworn,
did say that he is the Manager of TD – SIMONSEN, LLC, a Missouri limited liability company, and that
said instrument was signed on behalf of said company by authority of its governing body, and said officer
acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of
said company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid, the day and year first above written.
Name:
Notary Public in and for said State
My commission expires: ____________________
EXHIBIT A
ASSIGNMENT AND ASSUMPTION AGREEMENT (Form Only)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into
as of the _____ day of __________, 20__, by and between the JEFFERSON REDEVELOPMENT
CORPORATION, a Missouri Urban Redevelopment Corporation (the “Corporation” [and “Assignor”]),
TD – SIMONSEN, LLC, a Missouri limited liability company (the “Developer” [and “Assignor”]), and
[COMPANY NAME], a [state][entity type] (“Assignee”). Capitalized terms not defined herein shall have
the meanings ascribed to them in the “Development Agreement,” as hereinafter defined.
RECITALS
A. Assignor is the “[Corporation/Developer]” under a certain Development Agreement dated as of
[*Date*], 2022 which is incorporated in this Agreement by this reference (the “Development Agreement”)
by and among the Developer, the Corporation and the City of Jefferson, Missouri (the “City”), which
provides for the implementation of the Project in furtherance of the Plan and for the City ’s grant of real
property tax abatement for the Property pursuant to Chapter 353.
B. The Development Agreement provides that Assignor shall have the right to assign the Development
Agreement and to transfer the Property or any portion thereof acquired by Assignor pursuant to the
Development Agreement and the Plan and that any such transferee or successor in interest to such property
or any part thereof shall be entitled to the property tax relief provided for in section 353.110 of the Revised
Statutes of Missouri without further action by the City Council or the City so long as such transferee or
successor in interest continues to use, operate and maintain such property for the uses provided in the Plan
and in accordance with the Development Agreement. The Development Agreement further provides that
any such transferee or successor in interest in the Property shall agree in writing to assume the Developer’s
obligations under the Development Agreement with respect to the real property or interest so transferred.
C. Assignor is the transferee of ______________________ pursuant to a certain _____ Deed dated as
of __________, 20___ and recorded in Book ___, at Page ___ in the Office of the Cole County Recorder
of Deeds and wishes to assign to Assignee, and Assignee wishes to assume, the Developer’s rights, duties
and obligations under the Development Agreement, all pursuant to the terms and conditions hereinafter set
forth.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Assignor hereby assigns to Assignee all of its right, title and interest in and to the Development
Agreement with the effect that as of the date hereof, Assignee shall in all respects stand and serve in the
place of Assignor under the Development Agreement including, without limitation the right to partial real
property tax abatement as set forth in the Development Agreement and approved by the Approving
Ordinance, and Assignee hereby accepts such assignment and assumes and agrees to fully and timely
perform all of the remaining obligations and duties of the Developer under the Development Agreement.
2. Assignor hereby represents and warrants to Assignee that as of the date of execution of this
Agreement by the parties: (i) Assignor has neither received notice nor has knowledge of any default in or
breach of any term or condition of the Development Agreement and (ii) Assignor has neither received
A-2
notice nor has knowledge of any claim or assertion of a claim contesting the validity or legality of the Plan,
the Property or the Approving Ordinance. Subject to the representations and warranties contained in this
paragraph, the assignment of the Development Agreement is made hereunder without recourse to Assignor.
Assignor makes no other representation or warranty with respect to the Development Agreement.
3. This Agreement and its performance shall be deemed to have been fully executed, made by the
parties in, governed by and construed in accordance with the laws of the State of Missouri applicable to
contracts made and to be performed wholly within such state, without regard to choice or conflict of laws
provisions. The parties hereto agree that any action at law, suit in equity or other judicial proceeding arising
out of this Agreement shall be instituted only in the Circuit Court of Cole County, Missouri, or in federal
court of the Eastern District of Missouri and each waives any objection based upon venue or forum non
conveniens or otherwise.
4. The parties hereto agree that this Agreement shall constitute the entire agreement between the
parties, and no other agreements or representations other than those contained in this Agreement have been
made by the parties. This Agreement shall be amended only in writing and effective when signed by the
duly authorized agents of the parties.
5. The provisions of this Agreement shall be deemed severable. If any word, phrase, term, sentence,
paragraph or other portion of this Agreement shall, at any time or to any extent, be invalid or unenforceable,
the remainder of this Agreement shall not be affected by such partial invalidity, and each remaining word,
phrase, term, sentence, paragraph or other portion of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
6. This Agreement may be executed in several counterparts, each of which shall be an original, but
all of which shall constitute one and the same instrument.
[Remainder of page intentionally left blank; signature pages follow]
A-3
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first
written above.
ASSIGNOR
[JEFFERSON REDEVELOPMENT CORPORATION, a Missouri Urban
Redevelopment Corporation/ TD – SIMONSEN, LLC, a Missouri limited liability
company]
By: ______________________________
Title:
ATTEST:
______________________________
Title:
ASSIGNEE
[COMPANY NAME], a [state][entity type]
By: ______________________________
Title:
ATTEST:
______________________________
Title:
A-4
ACKNOWLEDGMENTS
STATE OF __________ )
) SS.
COUNTY OF __________ )
On this _____ day of __________, 2022, before me, the undersigned, a Notary Public in and for
said State, appeared ____________________, to me personally known, who, being by me duly sworn, did
say that s/he is the ____________________ of [JEFFERSON REDEVELOPMENT CORPORATION,
a Missouri Urban Redevelopment Corporation]/[COMPANY NAME, a [state][entity type] and successor
in interest to the Jefferson Redevelopment Corporation], and that said instrument was signed on behalf of
said [entity type] by authority of its governing body, and said officer acknowledged said instrument to be
executed for the purposes therein stated and as the free act and deed of said [entity type].
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid, the day and year first above written.
Name:
Notary Public in and for said State
My commission expires: ____________________
STATE OF __________ )
) SS.
COUNTY OF __________ )
On this _____ day of __________, 2022, before me, the undersigned, a Notary Public in and for
said State, appeared ____________________, to me personally known, who, being by me duly sworn, did
say that s/he is the ____________________ of ____________________, a [state][entity type], and that said
instrument was signed on behalf of said [entity type] by authority of its governing body, and said officer
acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of
said [entity type].
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid, the day and year first above written.
Name:
Notary Public in and for said State
My commission expires: ____________________
B-1
EXHIBIT B
LEGAL DESCRIPTION OF THE PROPERTY
C-1
EXHIBIT C
AFFIDAVIT
COMPLIANCE WITH THE WORK AUTHORIZATION LAW
STATE OF __________ )
) SS
COUNTY OF __________ )
I, the undersigned, am over the age of 18 years and have personal knowledge of the matters stated
herein.
I am a duly authorized officer of TD – Simonsen, LLC, a Missouri limited liability company (the
“Developer”), and am authorized by the Developer to attest to the matters set forth herein.
I hereby affirm the Developer’s enrollment and participation in a “federal work authorization
program” as defined in Section 285.525 of the Revised Statutes of Missouri.
The Developer does not knowingly employ any person who is an “unauthorized alien” as defined
in Section 285.525 of the Revised Statutes of Missouri.
Further Affiant Sayeth Not.
TD – SIMONSEN, LLC
By:
Jeffrey J. Tegethoff, Manager
Subscribed and sworn to before me this _____ day of _______________, 20___.
Notary Public
My commission expires on:
D-1
EXHIBIT D
DESIGN PLANS