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Home My Public Portal AboutORD16327BILL NO. 2022-119 SPONSORED BY Councilmember Fitzwater ORDINANCE NO. it, 32...q - AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE DEVELOPMENT AGREEMENTS WITH GKS MANAGEMENT LLC. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The Mayor and City Clerk are authorized to execute the Development Agreements substantially in the form set forth in Exhibit A and Exhibit B to authorize the City to convey to properties known as 413 E. Capitol Ave. and 419 E. Capitol Ave. to GKS Management LLC for the redevelopment of said properties. Section 2. This Ordinance shall be in full force and effect from and after the date its passage and approval. Presiding Officer ATTEST. Approved:, Mayor Carrie Tergin APPROVED AS TO FORM: If, 20,3 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT ("this Agreement") is made and entered into on the last day executed by a party, as indicated on the signature pages below, by and between the City of Jefferson, Missouri, a municipal corporation of the State of Missouri ("City") and GKS MANAGEMENT LLC ("Developer"). The City and Developer may hereinafter be collectively referred to as the Parties and individually as a Party. RECITALS The Subject Property. The City holds title to certain land currently located in the incorporated area of the City of Jefferson depicted in the attached Exhibit A, commonly known as 413 E. Capitol (the "Subject Property") and legally described as follows: Part of Inlot No. 119, in the City of Jefferson, Missouri, more particularly described as follows: Beginning at the southeasterly corner of said Inlot; thence westerly along the southerly line thereof 60 feet 2-1/2 inches; thence northerly parallel with the easterly line thereof 198 feet 9 inches, to a public alley; thence easterly along said public alley, 60 feet 2- 1/2 inches, to the easterly line of said Inlot; thence southerly along the easterly line of said Inlot, 198 feet 9 inches, to the point of beginning. Subject to Deed of Trust in favor of City National Savings & Loans Association recorded in Book 153, at page 983, Cole County Recorder's Office, covering this and other real estate. Proposed Project. Developer desires to redevelop the Subject Property to remove blighting conditions on the Subject Property and restore the Subject Property to an active and productive use. NOW, THEREFORE, in view of the foregoing Recitals and in consideration of the mutual promises, declarations, covenants and agreements of the City and Developer as hereinafter set forth, the Parties hereto do hereby agree as follows: 1. City's Obligations for Development. a) Within thirty days of execution of this development agreement, City will convey by special warranty deed the Subject Property to Developer. If further surveying, legal descriptions, or other professional services are necessary to convey the Subject Property to Developer, Developer shall bear the cost of such services, including any recording fees. The City is conveying the property as -is with no warranty or representation regarding the condition of the property or its suitability for the uses contemplated herein. 2. Developer's Obligations for Development. 1 a) Contemporaneously with the transfer of the Subject Property to the Developer, Developer shall pay to the City an amount equal to Seven Thousand Five Hundred and 00/100 Dollars ($7,500.00) (the "Purchase Price") b) Developer shall perform and complete the following work (the "Work"), at Developer's sole expense: i) Within eighteen months of the execution of this Agreement, the exterior of the structure on the Subject Property (the "Structure") shall be completely restored. Developer shall not leave external improvements on the Subject Property in a state of disrepair. Developer shall provide notice of the completion of exterior Work and the City shall be granted access to inspect such work. ii) Within twelve months of the completion of the Work on the exterior of the Structure, the interior of the Structure shall be completely restored. Developer shall not leave any interior improvements on the Subject Property in a state of disrepair. Developer shall provide notice of the completion of interior Work and the City shall be granted access to inspect such work. iii) Developer's estimated cost to complete this Work is $475,000.00, but nothing shall prevent Developer from spending more or less than this estimated amount to complete the Work. iv) Developer shall comply with all applicable Building Codes and Zoning Codes in performing such Work on the Subject Property. c) Prior to issuance of any Building Permit for the Work, Developer shall procure at its own cost and provide to the City in a form approved by the City Attorney a Performance Bond or Letter of Credit (the "Surety") equal to the estimated amount set forth in Section 2(b)(iii). In the event that Developer fails to complete the Work, the City may utilize the Surety to complete such Work using its own forces or a contractor selected by the City and the City shall have a license to enter upon the Subject Property to complete such Work. d) For a period of ten year after the conveyance of the Subject Property from the City to the Developer, Developer shall not allow any generally applicable property taxes assessed on the Subject Property become delinquent, nor shall Developer allow the Subject Property to become a nuisance. For purpose of this agreement, the Subject Property or Benefit Property will be deemed to be have become a nuisance if: i) The any structure on Subject Property has, during the term of this Agreement, been declared a Dangerous Building as defined in Section 8-82 of the City Code; ii) The Subject Property or Benefit Property has been declared a nuisance and ordered to abate nuisance conditions under Sections 21-1 through 21-3 of the City Code more than three times; or iii) The City has actually abated nuisance conditions on the Subject Property after notice and hearing (if required or requested pursuant to City Code) two or more times. 3. Demolition. If at any time prior to Developer expending $47,500 in hard costs on the Work (constituting ten percent of the estimated cost of the Work) Developer determines that restoration of the Structure is not feasible or Developer otherwise chooses to not complete the Work, the City shall have the option to re -purchase the Subject Property from Developer for the Purchase Price. The City shall either exercise or waive its option prior to issuance of a demolition permit. If the City exercises its option under this Section, it shall release the 2 Performance Bond. If the City declines to exercise its option, the Subject Property shall be exempt from any requirements of the City Code which would require review of the Historic Preservation Commission prior to demolition. 4. Amendments. Any amendment to this Agreement must be in writing and must be executed by the City and the Developer, and any future owner of any part of the Subject Property who would otherwise be obligated to perform any of the requirements imposed upon the Developer by this Agreement. Oral modifications or amendments of this Agreement shall be of no force or effect. 5. Remedies. The parties to this Agreement may, either in law or equity, by suit, action, mandamus or other proceedings in court, seek declaratory relief, enforce and compel specific performance of this Agreement, provided that in no event shall the City have any liability in damages, costs (including attorneys' fees) or any other monetary liability to Developer or any affiliate of Developer, any person claiming through Developer, or to their respective successors, assigns, heirs and personal representatives in respect of any suit, claim, or cause of action arising out of this Agreement or any of the actions or transactions contemplated herein. 6. Third Party Actions. Developer shall have the right, but not the obligation to assume the costs of defense of any action or proceeding initiated by a third party challenging this Agreement, or any other actions or transactions contemplated by this Agreement (including, without limitation, to settle or compromise any claim or action for which Developer has assumed the defense) with counsel of Developer's choosing and the City and Developer agree that so long as no conflicts of interest exist between them, the same attorney or attorneys may simultaneously represent the City and Developer in any such proceeding. In no event shall the City have any liability to Developer for damages or otherwise in the event that all or any part of this Agreement or the ordinances approving this agreement shall hereafter be declared invalid or unconstitutional in whole or in part by a final (as to which all rights of appeal have been exhausted or expired) judgment of a court of competent jurisdiction, and, in the event Developer elects not to assume such defense and costs, the City shall have no obligation to defend or to assume the costs of defense of any such action. 7. Notices. All notices between the parties hereto shall be in writing and shall be sent by certified or registered mail, return receipt requested, by personal delivery against receipt, or by overnight courier, and shall be deemed to have been validly served, given or delivered immediately when delivered against receipt or three (3) business days after deposit in the mail, postage prepaid, or one (1) business day after deposit with an overnight courier, and shall be addressed as follows: If to the City: City of Jefferson City Administrator 320 E. McCarty Jefferson City, MO 65101 3 If to Developer: GKS Management Shane Kampeter 1222 Elmerine Ave. Jefferson City, MO 65101 Each party shall have the right to specify that notice is to be addressed to another address by giving to the other party ten (10) days written notice thereof. 8. Hold Harmless. Developer at its sole cost and expense, hereby agrees to indemnify, protect, release, defend (with counsel acceptable to the City) and hold harmless the City, its municipal officials, elected officials, boards, commissions, officers, employees, attorneys, and agents from and against any and all causes of action, claims, demands, all contractual damages and losses, economic damages and losses, all other damages and losses, liabilities, fines, charges, penalties, administrative and judicial proceedings and orders, judgments, remedial actions of any kind, and all costs and expenses of any kind, including, without limitation, reasonable attorney's fees and costs of defense arising, directly or indirectly, in whole or in part, from the action or inaction of Developer, its agents, representatives, employees, contractors, subcontractors or any other person for whose acts Developer may be liable, in the activities performed, or failed to be performed, by Developer under this Agreement or in the development of the Subject Property, or from breach of this Agreement, except to the extent arising from or caused by the sole or gross negligence or willful misconduct of the City, its elected officials, officers, employees, agents or contractors. The indemnification, duty to defend and hold harmless obligations set forth in this Section shall survive for a period of five (5) years from the date of substantial completion of all Work contemplated hereunder. 9. Compliance with Laws. Developer shall comply with all applicable state, local, and federal laws in the performance of this Agreement. 10. Continuation of Obligations. The rights and obligations under this agreement or under any other document entered into under this agreement will not merge on closing. The restrictions and covenants set forth above are hereby declared to run with the land and shall be fully binding upon all persons or entities acquiring the properties or any portion thereof whether by descent, devise, purchase or otherwise, and any person or entity by the acceptance of title to the Subject Property or any portion thereof shall thereby agree and covenant to abide by and fully perform the foregoing restrictions and covenants. 11. Entire Agreement. This Agreement contains the entire and complete agreement between the City and the Developer with respect to matters contained herein, all as hereinabove described in the Recitals for this Agreement and the above numbered paragraphs of this Agreement. Parties agree that this Agreement constitutes a lawful contract between the Parties and Developer hereby acknowledges and agrees that this Agreement and provisions of the City's 4 Code of Ordinances applicable to this Agreement constitute lawful exercises of the City's authority and police power. (Signature Pages to Follow) Ip2 rnsiol4 hurin.jet to st^'F verve) sit+: lot tosnoi::,+rt"► r ) r:'3i ,Q t het, :t5ligt3 noi�2:1 i:o3 yM 0110WCS nouzeimmoD 5 IN WITNESS WHEREOF, the Parties have executed this Agreement and shall be effective on the last day and year indicated below. CITY: City of Jefferson, Missouri By: CVlad,vt: , Mayor Date: Li--C-7O23 ATTEST: Emily Donaldson, City Clerk Approved as to form: Ry. o= lman, City Attorn STATE OF MISSOURI ) ) SS COUNTY OF COLE _ , 2023, before me appeared Nj'W-ref /f1 , to me personally knodvn,who, being by me duly sworn did say that he/she is Max* of the City of Jefferson, Missouri, a Missouri constitutional charter city and municipal corporation, and that said instrument was signed on behalf of said City, by authority of its City Council, and acknowledged said instrument to be the free act and deed of said City and that the same was executed for the purposes therein stated. On this day of IN TESTIMONY WHEREOF, I have hereunto affixed my hand and notarial seal at my office in the State and County aforesaid, on the day and year hereinabove first written. My commission expires: 6 EMILY DONALDSON Notary Public - Notary Seal State of Missouri Commissioned for Cole My Commission Expires: April 14,'2024 Commission Number 20894040 DEVELOPER: GKS MANAGEMENT LLC By: 1 Name isle: S(ra Ne k� "°c f �� /�` r Le — Date 31 a-3 STATE OF MISSOURI ) ) SS COUNTY OF COLE 1 ) On this 5 l day of slq4 r (\ , 2023, before me appeared Vcotvl tks c' , to me personally known, who, being by me duly sworn did say that he/she is owner ` of GKS MANAGEMENT LLC, a Missouri limited liability company, and that said instrument was signed on behalf of said company, by authority of its governing body, and acknowledged said instrument to be the free act and deed of said company and that the same was executed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto affixed my hand and notarial seal at my office in the State and County aforesaid, on the day and year hereinabove first written. My commission expires: u P • N1,ft 1e , Notary Public MARK A. MUELLER Notary Public - Notary Seal STATE OF MISSOURI Cole County My Commission Expires: 5/11/2024 Commission Number 12413192 7 EXHIBIT A Subject Property Lines are approximate. 8 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT ("this Agreement") is made and entered into on the last day executed by a party, as indicated on the signature pages below, by and between the City of Jefferson, Missouri, a municipal corporation of the State of Missouri ("City") and GKS MANAGEMENT LLC ("Developer"). The City and Developer may hereinafter be collectively referred to as the Parties and individually as a Party. RECITALS The Subject Property. The City holds title to certain land currently located in the incorporated area of the City of Jefferson depicted in the attached Exhibit A, commonly known as 419 E. Capitol (the "Subject Property") and legally described as follows: The easterly half of the Inlot numbered One Hundred Twenty (120), of the City of Jefferson, Missouri, and the same is more particularly described as follows: Beginning at the southeasterly corner of said Inlot 120; thence northerly along the easterly line thereof 198 feet 9 inches, to the northerly line thereof, thence westerly along the northerly line of said Inlot, 52 feet 2-1/4 inches; thence southerly parallel with easterly line thereof 198 feet 9 inches, to the southerly line of said Inlot; thence easterly along said southerly line, 52 feet 2-1/4 inches, to the place of beginning. Subject to Deed of Trust in favor of City National Savings & Loans Association recorded in Book 149, at page 435, Cole County Recorder's Office. Proposed Project. Developer desires to redevelop the Subject Property to remove blighting conditions on the Subject Property and restore the Subject Property to an active and productive use. NOW, THEREFORE, in view of the foregoing Recitals and in consideration of the mutual promises, declarations, covenants and agreements of the City and Developer as hereinafter set forth, the Parties hereto do hereby agree as follows: 1. City's Obligations for Development. a) Within thirty days of execution of this development agreement, City will convey by special warranty deed the Subject Property to Developer. If further surveying, legal descriptions, or other professional services are necessary to convey the Subject Property to Developer, Developer shall bear the cost of such services, including any recording fees. The City is conveying the property as -is with no warranty or representation regarding the condition of the property or its suitability for the uses contemplated herein. 2. Developer's Obligations for Development. 1 a) Contemporaneously with the transfer of the Subject Property to the Developer, Developer shall pay to the City an amount equal to Two Thousand and 00/100 Dollars ($2,000.00) (the "Purchase Price") b) Developer shall perform and complete the following work (the "Work"), at Developer's sole expense: i) Within eighteen months of the execution of this Agreement, the exterior of the structure on the Subject Property (the "Structure") shall be completely restored. Developer shall not leave external improvements on the Subject Property in a state of disrepair. Developer shall provide notice of the completion of exterior Work and the City shall be granted access to inspect such work. ii) Within twelve months of the completion of the Work on the exterior of the Structure, the interior of the Structure shall be completely restored. Developer shall not leave any interior improvements on the Subject Property in a state of disrepair. Developer shall provide notice of the completion of interior Work and the City shall be granted access to inspect such work. iii) Developer's estimated cost to complete this Work is $225,000.00, but nothing shall prevent Developer from spending more or less than this estimated amount to complete the Work. iv) Developer shall comply with all applicable Building Codes and Zoning Codes in performing such Work on the Subject Property. c) Prior to issuance of any Building Permit for the Work, Developer shall procure at its own cost and provide to the City in a form approved by the City Attorney a Performance Bond or Letter of Credit (the "Surety") equal to the estimated amount set forth in Section 2(b)(iii). In the event that Developer fails to complete the Work, the City may utilize the Surety to complete such Work using its own forces or a contractor selected by the City and the City shall have a license to enter upon the Subject Property to complete such Work. d) For a period of ten year after the conveyance of the Subject Property from the City to the Developer, Developer shall not allow any generally applicable property taxes assessed on the Subject Property become delinquent, nor shall Developer allow the Subject Property to become a nuisance. For purpose of this agreement, the Subject Property or Benefit Property will be deemed to be have become a nuisance if: i) The any structure on Subject Property has, during the term of this Agreement, been declared a Dangerous Building as defined in Section 8-82 of the City Code; ii) The Subject Property or Benefit Property has been declared a nuisance and ordered to abate nuisance conditions under Sections 21-1 through 21-3 of the City Code more than three times; or iii) The City has actually abated nuisance conditions on the Subject Property after notice and hearing (if required or requested pursuant to City Code) two or more times. 3. Demolition. If at any time prior to Developer expending $22,500 in hard costs on the Work (constituting ten percent of the estimated cost of the Work) Developer determines that restoration of the Structure is not feasible or Developer otherwise chooses to not complete the Work, the City shall have the option to re -purchase the Subject Property from Developer for the Purchase Price. The City shall either exercise or waive its option prior to issuance of a demolition permit. If the City exercises its option under this Section, it shall release the 2 Performance Bond. If the City declines to exercise its option, the Subject Property shall be exempt from any requirements of the City Code which would require review of the Historic Preservation Commission prior to demolition. 4. Amendments. Any amendment to this Agreement must be in writing and must be executed by the City and the Developer, and any future owner of any part of the Subject Property who would otherwise be obligated to perform any of the requirements imposed upon the Developer by this Agreement. Oral modifications or amendments of this Agreement shall be of no force or effect. 5. Remedies. The parties to this Agreement may, either in law or equity, by suit, action, mandamus or other proceedings in court, seek declaratory relief, enforce and compel specific performance of this Agreement, provided that in no event shall the City have any liability in damages, costs (including attorneys' fees) or any other monetary liability to Developer or any affiliate of Developer, any person claiming through Developer, or to their respective successors, assigns, heirs and personal representatives in respect of any suit, claim, or cause of action arising out of this Agreement or any of the actions or transactions contemplated herein. 6. Third Party Actions. Developer shall have the right, but not the obligation to assume the costs of defense of any action or proceeding initiated by a third party challenging this Agreement, or any other actions or transactions contemplated by this Agreement (including, without limitation, to settle or compromise any claim or action for which Developer has assumed the defense) with counsel of Developer's choosing and the City and Developer agree that so long as no conflicts of interest exist between them, the same attorney or attorneys may simultaneously represent the City and Developer in any such proceeding. In no event shall the City have any liability to Developer for damages or otherwise in the event that all or any part of this Agreement or the ordinances approving this agreement shall hereafter be declared invalid or unconstitutional in whole or in part by a final (as to which all rights of appeal have been exhausted or expired) judgment of a court of competent jurisdiction, and, in the event Developer elects not to assume such defense and costs, the City shall have no obligation to defend or to assume the costs of defense of any such action. 7. Notices. All notices between the parties hereto shall be in writing and shall be sent by certified or registered mail, return receipt requested, by personal delivery against receipt, or by overnight courier, and shall be deemed to have been validly served, given or delivered immediately when delivered against receipt or three (3) business days after deposit in the mail, postage prepaid, or one (1) business day after deposit with an overnight courier, and shall be addressed as follows: If to the City: City of Jefferson City Administrator 320 E. McCarty Jefferson City, MO 65101 3 If to Developer: GKS Management Shane Kampeter 1222 Elmerine Ave. Jefferson City, MO 65101 Each party shall have the right to specify that notice is to be addressed to another address by giving to the other party ten (10) days written notice thereof. 8. Hold Harmless. Developer at its sole cost and expense, hereby agrees to indemnify, protect, release, defend (with counsel acceptable to the City) and hold harmless the City, its municipal officials, elected officials, boards, commissions, officers, employees, attorneys, and agents from and against any and all causes of action, claims, demands, all contractual damages and losses, economic damages and losses, all other damages and losses, liabilities, fines, charges, penalties, administrative and judicial proceedings and orders, judgments, remedial actions of any kind, and all costs and expenses of any kind, including, without limitation, reasonable attorney's fees and costs of defense arising, directly or indirectly, in whole or in part, from the action or inaction of Developer, its agents, representatives, employees, contractors, subcontractors or any other person for whose acts Developer may be liable, in the activities performed, or failed to be performed, by Developer under this Agreement or in the development of the Subject Property, or from breach of this Agreement, except to the extent arising from or caused by the sole or gross negligence or willful misconduct of the City, its elected officials, officers, employees, agents or contractors. The indemnification, duty to defend and hold harmless obligations set forth in this Section shall survive for a period of five (5) years from the date of substantial completion of all Work contemplated hereunder. 9. Compliance with Laws. Developer shall comply with all applicable state, local, and federal laws in the performance of this Agreement. 10. Continuation of Obligations. The rights and obligations under this agreement or under any other document entered into under this agreement will not merge on closing. The restrictions and covenants set forth above are hereby declared to run with the land and shall be fully binding upon all persons or entities acquiring the properties or any portion thereof whether by descent, devise, purchase or otherwise, and any person or entity by the acceptance of title to the Subject Property or any portion thereof shall thereby agree and covenant to abide by and fully perform the foregoing restrictions and covenants. 11. Entire Agreement. This Agreement contains the entire and complete agreement between the City and the Developer with respect to matters contained herein, all as hereinabove described in the Recitals for this Agreement and the above numbered paragraphs of this Agreement. Parties agree that this Agreement constitutes a lawful contract between the Parties and Developer hereby acknowledges and agrees that this Agreement and provisions of the City's 4 Code of Ordinances applicable to this Agreement constitute lawful exercises of the City's authority and police power. (Signature Pages to Follow) 5 IN WITNESS WHEREOF, the Parties have executed this Agreement and shall be effective on the last day and year indicated below. CITY: City of Jefferson, Missouri ATTEST: mi Donal son City Clerk E y Approved as to form: Ry ehlman, City Attorney STATE OF MISSOURI ) SS COUNTY OF COLE By: ('Qlrr1eario , May iA(j Date: 4---(-1--707-3 On this day of l 1 , 2023, before me appeared Carrie Tergin, to me personally known, who, bein by me duly sworn did say that he/she is Mayor of the City of Jefferson, Missouri, a Missouri constitutional charter city and municipal corporation, and that said instrument was signed on behalf of said City, by authority of its City Council, and acknowledged said instrument to be the free act and deed of said City and that the same was executed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto affixed my hand and notarial seal at my office in the State and County aforesaid, on the day and year hereinabove first written. My commission expires: 4 14 24- 6 lt� 7'7Ia[fp'n , Notary Public EMILY DONALDSON Notary Public - Notary Seal State of Missouri Commissioned for Cole County My Commission Expires: April 14, 2024 Commission Number. 20894040 DEVELOPER: GKS MANAGEMENT LLC By: Name e: 5 ahL �Ca��csw�f/ Date 3/ f 1\cvc k a3 STATE OF MISSOURI ) ) SS COUNTY OF COLE ) On this -- )1))' day of M44 , 2023, before me appeared SlL - Kc, pckf , to me personally known, who, being by me duly sworn did say that he/she is .3)4(..-1- of GKS MANAGEMENT LLC, a Missouri limited liability company, and that said instrument was signed on behalf of said company, by authority of its governing body, and acknowledged said instrument to be the free act and deed of said company and that the same was executed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto affixed my hand and notarial seal at my office in the State and County aforesaid, on the day ad y;ar hereinabove first written. My commission expires: S d i UiL1 ittkOta\ , Notary Public MARK A. MUELLER Notary Public - Notary Seal STATE OF MISSOURI Cole County My Commission Expires: 5/11/2024 Commission Number 12413192 7 EXHIBIT A Subject Property Lines are approximate. 8