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HomeMy Public PortalAboutORD16388BILL NO. 2023-053 SPONSORED BY Councilmember Spencer ORDINANCE NO. /(ogee AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING THE FISCAL YEAR 2023-2024 BUDGET OF THE CITY OF JEFFERSON, MISSOURI, BY APPROPRIATING ADDITIONAL FUNDS WITHIN THE PARKING FUND. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. There is hereby supplementally appropriated within the Parking Fund $575,000.00 as indicated on Exhibit A, attached hereto, for the funds used to purchase the property at 210 Monroe Street, parcel ID #1103070004001001. Section 2. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: Wir11. aO 0O0 Presiding Officer Approved: I (I z. (r-4923 ATTEST: Mayor Ron F APPROVED AS TO FORM: CERTIFICATION BY MAYOR Pursuant to Article VII, Section 7.1(5.) Of the Charter of the City of Jefferson, Missouri, I hereby certify that the sums appropriated in the ordinance are available in the various funds to meet the requirements of this bill. or Ron Fitzwater Bill 2023-053 Exhibit A SUPPLEMENTAL APPROPRIATION FISCAL YEAR 2023-2024 BUDGET Parking Fund: 62-100-495995 Transfer From (to) Surplus $563,500.00 62-620-573030 Purch/Improv Land/Bldg $563,500.00 Real Estate Purchase and Sale Agreement This Real Estate Purchase and Sale Agreement (the "Agreement"), made and entered into the date last signed by a party as indicated below (the "Effective Date"), by and between CENTRAL MISSOURI NEWSPAPERS, INC., a Missouri corporation ("Seller"), and the City of Jefferson, Missouri, a municipal corporation, ("Buyer"), with reference to the following facts: A. Seller owns certain real property in Cole County, Missouri being situated within the City of Jefferson, Missouri ( collectively referred to herein as the "Property"), commonly known as 210 Monroe Street, Parcel ID #I 103070004001001, and further described as: INLOT 342 AND PART OF INLOT 341 IN THE CITY OF JEFFERSON, COUNTY OF COLE, STATE OF MISSOURI, AS DESCRIBED IN DEED BOOK 562, PAGE 570, OF THE COLE COUNTY RECORDER'S OFFICE, COLE COUNTY, MISSOURI, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING FROM THE SOUTHEASTERLY CORNER OF INLOT 342; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY LINE OF INLOT 342 TO THE NORTHEASTERLY CORNER OF SAID INLOT 342; THENCE NORTHWESTERLY ALONG THE NORTHEASTERLY LINE OF SAID INLOT 342 AND 341 TO A POINT WHICH IS 40 FEET SOUTHEASTERLY FROM THE NORTHWESTERLY CORNER OF INLOT 341; THENCE SOUTHWESTERLY PARALLEL WITH THE SOUTHEASTERLY LINE OF SAID INLOT 341 TO THE SOUTHWESTERLY LINE OF SAID INLOT 341, SAID POINT BEING 40 FEET SOUTHEASTERLY FROM THE SOUTHWESTERLY CORNER OF SAID INLOT 341; THENCE IN A SOUTHEASTERLY DIRECTION ALONG THE SOUTHWESTERLY LINE OF SAID INLOT 341 AND 342 TO THE POINT OF BEGINNING. CONTAINING 33,539 SQUARE FEET MORE OR LESS. SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD. B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other valuable consideration, Buyer and Seller agree to the above recitals and as follows: 1. Sale and Purchase. Seller agrees to sell, and Buyer agrees to purchase, the Property, for the Purchase Price described immediately below, and in accordance with and subject to the terms and conditions contained herein. Seller and Buyer also agree that any items of personal property remaining in the Property at end of the Leaseback Period plus any extensions as set forth in the Paragraph 11, shall become the sole property of Buyer. Page 1 of8 2. Purchase Price. The Purchase Price for the Property shall be Five Hundred Sixty-Three Thousand Five Hundred Dollars and No Cents ($563,500.00). The Purchase Price shall be payable as follows: 2.1. On the date that the Deed (defined in§ 4 below) is recorded ("Closing") (or at such other time as Cole County Abstract & Title Company ("Escrow Agent") may require so as to be able to disburse all funds on Closing), the Purchase Price ($563,500.00) shall be deposited by Buyer with Escrow Agent in the form of immediately available funds. Said balance shall be paid to Seller upon the Closing. 3. Escrow. The Escrow Agent shall be Cole County Abstract & Title Company at 240 East High Street, # 100, Jefferson City, Missouri. Escrow Agent shall consider this Agreement and any and all amendments hereto as its escrow instructions. Buyer and Seller agree to execute such further instructions as Escrow Agent reasonably may require in order to clarify its duties and responsibilities hereunder. Any such additional escrow instructions shall not modify or amend the provisions of this Agreement, unless otherwise expressly set forth therein. 4 . Closing, Prorations and Transfer of Title. 4.1. The Closing shall occur on or before November 30, 2023. This closing date may be modified by written agreement of the Seller and Buyer's City Administrator. 4.2. At Closing, Seller shall deliver to Buyer a special warranty deed (the "Deed") in proper form for recordation, conveying to Buyer all of the interest of Seller to the Property, subject to all matters of record, matters which are ascertainable by physical inspection or pursuant to an AL TA survey and as otherwise limited by §§6 and 8 below. 4.3. Subject to the terms and conditions contained herein, at Closing, Escrow Agent shall cause the Deed to be recorded in the official records of Cole County. Buyer shall pay the costs of Title Insurance, Escrow Agent's fees, all recording charges, and any transfer fees or taxes . 4.4. Real property taxes, assessments, rents, and all other costs or income items transferred from Seller to Buyer hereunder shall be computed on a daily basis and prorated between the Buyer and Seller as of the Closing. Buyer acknowledges that Seller is not assigning any haz.ard or other insurance policies to Buyer in connection with this transaction, and that any and all insurance desired by Buyer must be obtained by Buyer as of the Closing. Buyer further acknowledges that Seller is not holding any security deposits or prepaid rents in connection with the Property, and hereby releases Seller from any and all claims in connection therewith. S. Conditions to Closing. 5.1. Buyer' Conditions. Buyer' obligation to complete the purchase of the Property is subject to satisfaction or written waiver of the following conditions at or prior to Closing: (a) the Approval Period shall have expired without Buyer terminating this Agreement; (b) all of the representations and warranties Page 2of 8 of Seller contained herein are true and accurate, and shall be so on the date of Closing; ( c) the Property passes a geotechnical survey to the satisfaction of Buyer; ( d) the Property passes a Phase 1 and Phase 2 environmental survey to the satisfaction of Buyer; and ( e) Seller shall have performed all of the obligations to be performed by Seller prior to Closing under the terms of this Agreement. 5.2. Seller' Conditions. Seller' obligation to complete the sale of the Property is subject to satisfaction or written waiver of the following conditions at or prior to Closing: (a) all of the representations and warranties of Buyer contained herein are true and accurate, and shall be so on the date of Closing; (b) Buyer shall have performed all of the obligations to be performed by Buyer prior to Closing under the terms of this Agreement; and ( c) the Buyer shall pay to Seller at the Closing the Purchase Price for the Property in the amount and form provided for herein. 6 . Inspections and Surveys. Buyer may, prior to Closing (the "Approval Period"), enter the Property at reasonable times for purposes of inspecting, surveying, and testing; provided, however, no entry by Buyer upon the Property shall cause any damage to the Property nor unreasonably interfere with the use of the Property by Seller. Buyer hereby agrees to the extent allowed by law to indemnify, defend, and hold harmless Seller and its agents and the Property from and against any and all claims, costs, liens, actions, or judgments resulting from Buyer or any of its employees, agents or independent contractors entrance or activities on or about the Property prior to the Closing. If Buyer proceeds to closing, then Buyer and Seller agree the transfer of the Property shall be in "AS, IS, WITH ALL FAUL TS" condition, without any warranty or representation from Seller regarding the condition of any real or personal property transferred to Buyer. 7. Representations and Warranties of Seller. Seller hereby represents that: (a) Seller is a corporation authorized to do business in the State of Missouri and properly authorized to own real property in the State of Missouri; (b) Seller is the owners of the Property and have the right, legal capacity, and power to enter into this Agreement, to convey the Property to Buyer pursuant to the terms and provisions hereof, and to perform its other obligations hereunder; and ( c) the parties and persons executing this Agreement on behalf of Seller have been duly authorized to execute this Agreement. 8. Representations and Warranties of Buyer. Buyer hereby represents and warrants that: (a) it has, or, prior to the expiration of the Approval Period, will have, inspected and become familiar with the Property, and has or will have made such independent inspections, investigations, and analyses as it deems necessary or appropriate concerning the Property, including, without limitation, the physical and environmental condition of the Property, and all surface, soil, subsoil, geologic, and ground water conditions, the square footage of the real property and any improvements thereon, the status of any and all leases affecting the Property, hazardous materials review, the income and expenses related to the Property, all relevant laws, statutes, rules, regulations, ordinances, limitations, restrictions, and requirements concerning the zoning, use, density, location, suitability, or any other aspect of the Property or any existing or proposed development thereof; (b) Buyer is purchasing the Property solely in reliance on Buyer's own Page 3 ofB investigation. and, except as specifically provided herein, no representations or warranties of any kind, express or implied, have been made by Seller or by Seller's agents or brokers; ( c) any documents or materials heretofore or hereafter furnished by Seller to Buyer, if any, are furnished to Buyer for the sole purpose of assisting Buyer in the conduct of its own inspections, investigations, and analyses of the Property, and Seller does not make, has not made, and, by entering into this Agreement, is not making any representation or warranty as to the accuracy or completeness of the information contained therein, it being understood that such documents and materials, if any, are not intended to and do not constitute or contain any agreement, representation, or warranty of Seller with respect to the Property, and Buyer shall have no claim or right against any person or entity involved in preparing such documents or materials; ( d) neither this Agreement nor anything provided to be done hereunder violates or shall violate any contract, document, understanding, agreement, or instrument to which Buyer is a party or by which Buyer may be bound; ( e) the parties and persons executing this Agreement on behalf of Buyer has been duly authoriud to execute this Agreement; and (f) Buyer is a properly organiud municipal corporation under the laws of the State of Missouri and properly authoriud to perform its obligations hereunder. 9. Parking Uses. Seller and Buyer mutually agree to the following as related to parking on the Property as follows: 9.1. License for Temporary Parking. Buyer grants to Seller a license to use up to thirty existing parking spaces on the Property for Seller's parking purposes until the construction of City improvements begins. At that point, this license shall immediately terminate. Seller shall indemnify, defend, and hold hannless Buyer for any damages or injuries (including death) incurred by Seller or third parties resulting from Seller's utilization of such license. Seller shall have the obligation to maintain the Property for its use of the Property for the duration of the license period. 9.2. Permanent Parking. If the City constructs a public City parking facility on the Property, the Buyer agrees to reserve for the Seller thirty (30) parking spaces in such City parking facility for lease at the rate established by the City of Jefferson for such City parking facility. The City shall use its best reasonable commercial efforts to ensure such parking spaces are covered. Seller's must utiliu such reservation within ninety (90) days of opening of such parking facility to the general public by entering into a parking rental agreement with the City. Seller's right to reserve any such parking space shall expire if any such space remains unutilized under an appropriate parking rental agreement for more than thirty (30) days. 9.3. Non-Merger. The provisions of this Section 9 shall not be subject to Merger and shall survive Closing. 10. Miscellaneous Provisions. 10.1. TIME IS OF THE ESSENCE FOR THIS AGREEMENT AND EACH AND EVERY PART HEREOF. Page 4of 8 10.2. All notices, requests, demands, and other communications required or permitted to be given under this Agreement shall be in writing, and shall be served personally or shall be delivered to the party to whom notice is to be given, by reputable overnight mail carrier or by first class, certified mail, return receipt requested, postage prepaid, and properly addressed to the Buyer and Seller, as follows: If to the Seller: If to the Buyer: CENTRAL MISSOURI NEWSPAPERS, INC. POBox420 Jefferson City, Missouri 65102 City of Jefferson 320 East McCarty Street Jefferson City, Missouri 65101 10 .3 This Agreement may be enforced by action in law or equity, including by specific performance, provided that in no event shall: (i) Buyer be liable to Seller for any damages in money beyond the Purchase Price set forth herein, or (ii) Seller be liable for any monetary damages in favor of Buyer, the sole remedy for default by Seller shall be an action by Buyer for specific performance. 10.4. This Agreement shall be construed in accordance with the laws of the State of Missouri. Any action brought at law or in equity relating to or in connection with this Agreement must be maintained in Cole County, Missouri . 10.5 . This Agreement constitutes the full and complete agreement and understanding between the parties hereto, and shall supersede any and all prior written and oral agreements concerning the subject matter contained herein. This Agreement may be modified or amended only by a written instrument executed by all of the parties hereto. 10 .6. This Agreement shall be binding upon and inure to the benefit of the parties, their respective heirs, legal representatives, successors, and assigns. 10. 7. All exhibits attached hereto and referred to herein are incorporated herein as though fully set forth at length. 10 .8 . Whenever the context requires, the use herein of (i) the neuter gender includes the masculine and the feminine, and (ii) the singular number includes the plural. 10.9 . The parties each have had the opportunity to review and negotiate the terms of this Agreement, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. 10.10. Each party to this Agreement warrants to the other that no person or entity can properly claim a right to a real estate commission, real estate finder's fee, real estate acquisition fee, or Page 5 of8 other real estate brokerage-type compensation (collectively, "Real Estate Compensation") based upon the acts of that party with respect to the transaction contemplated by this Agreement. Each party hereby agrees to indemnify and defend the other against and to hold the other harmless from any and all loss, cost, liability, or expense (including, but not limited to, attorney fees and returned commissions) resulting from any claim for Real Estate Compensation by any person or entity based upon such acts. 10.11. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute one instrument. 10.12. A modification of any provision herein contained, or any other amendment to this Agreement, shall be effective only if the modification or amendment is in writing and signed by both Seller and Buyer. No waiver by any party hereto of any breach or default shall be considered to be a waiver of any other breach or default. The waiver of any condition shall not constitute a waiver of any breach or default with respect to any other condition, representation, or warranty. 10.13. The risk of loss from casualty shall be assumed by and remain with Seller until the closing has occurred. 11. Leaseback Period. 11.1. After closing, Buyer shall lease back to Seller the Property for Seller's use and occupation until January 31, 2024 the "Leaseback Period." Rent for term of the Leaseback Period shall be $500 per month, payable in advance on the first day of the month. Seller's use and occupation of the Property during the Leaseback Period shall be of a nature and intensity similar to Seller's use and occupation of the Property as of the Effective Date of this Agreement. 11.2. Seller may extend the Leaseback Period for up to an additional ninety days by providing the City Administrator two weeks' notice of such extension. Either the Leaseback Period or any extension may be terminated early by Seller upon Seller providing the City Administrator two weeks' notice of such termination. 11.3. During the Leaseback Period, Seller shall pay all utility expenses relating to its use and lease of the Property. Seller is solely responsible for the maintenance and upkeep of the Property, including repair of the structure and repair of all fixtures and appliances contained therein. Seller expressly releases the Buyer from its duty to repair or maintain the Property during the Leaseback Period. 11.4. During the Leaseback Period, Seller shall indemnify, defend, and hold the Buyer harmless from and against any and all loss, claims, liability or costs incurred by the reason of: (a) any damage to any property, or any injury to any person incurring in, on or around the Property except to the extent that such injury or damage shall be caused by or arise from any actual act, neglect, fault, or omission by or of Buyer its agents, servants, or employees to meet any standards imposed by any duty with respect to the injury or damage; (b) the conduct or Page 6 of8 management of any work or thing whatsoever done by the Seller in or about the Property; or (c) damage to improvements to the Property caused by flooding, erosion, stormwater incursion or flow, sanitary sewer backup or diversion, wind, fire, or any other natural or casualty event. Nothing herein shall be deemed to be a waiver of Buyer's sovereign immunity. 11 .5. Non-Merger. The provisions of this Section 11 shall not be subject to Merger and shall survive Closing and, in addition, Buyer warrants and represents authority for the provisions of this Section 11 without necessity of any "request for proposal" or other bidding limitations which may be imposed by applicable law and which may otherwise interfere with the leasing of the Property to Seller for the period outlined above Page 7of8 IN WITNESS WHEREOF , the parties hereto have executed this Agreement on the date last signed by a party as indicated below: CITY OF JEFFERSON, Buyer Dated: D '1 /£ ~ ( 1,0 '2--'3 ATTE ST: APPROVED AS TO FORM : c~ CENTRAL MISSOURI NEWSPAPERS, INC., Seller Dated: ~~,z..,3 Page 8 of8