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