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HomeMy Public PortalAboutORD14086 . BILL NO. 2006-51 Substitute No. 1 SPONSORED BY COUNCILMAN Harvey ORDINANCE NO. 0 D 9( AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE CITY COUNSELOR TO COMMENCE CONDEMNATION PROCEEDINGS BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section J.. The City Council does hereby authorize the City Counselor to file a petition for condemnation and to pursue such condemnation for acquisition of an easement as described in Exhibit A benefitting certain property owned by John LePage, David LePage, and Steven and Cynthia LePage for the purpose of constructing the Cityview Interchange. Section I The City Council does hereby authorize the City Counselor to file a petition for condemnation and pursue such condemnation for acquisition of certain property for the extension of Cityview Road said propert being owned by John LePage, • Thomas LePage. Pam Wilson, Douglas Borgmeyer. and Terri Brune and others. Section .a. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: -S-/2 Y� Approved: A P 4siding Officer /APPROVED Mayor A EST: AS TO FORM: City CI City ifn s 61or • �da8w CONTRACT FOR SALE OF REAL ESTATE • THIS CONTRACT,made and entered into this_day of 2006,by and between David LePage,Thomas LePage,Gertrude LePage,Pam Wilson,Michael Wilson,Douglas Borgmeyer, Kathleen Borgmeyer, Terri Brune, and Travis Brune, hereinafter collectively referred to as Sellers, and The City of Jefferson City,Missouri,a political subdivision,hereinafter referred to as Buyer. A WITNESSETH: For and in consideration of the mutual obligations of the parties hereto,the Sellers hereby agree to sell and convey unto the Buyer, and the Buyer agrees to purchase from Sellers, upon the terms and conditions hereinafter set forth, all of the Sellers' interests in following described real estate situated in the County of Cole and State of Missouri; as set forth more particularly in Exhibit A,a copy of which is attached hereto and incorporated herein as if more fully • and completely set forth, and referred to herein as the"Property." 1. Purchase Price. A. Buyer agrees to pay to Sellers the sum of Ninety-Four Thousand Eighty-Eight-and no/100 Dollars ($94,088.00) payable upon the closing date, provided however that the Buyer is able to purchase the remaining interests in the Property for no more than Sixty Thousand and no/100 Dollars ($60,000.00), not including closing costs and attorneys fees. B. In the event that the Buyer is required to pay more than the said $60,000.00 for the remaining interests in the real estate described on Exhibit A,the purchase price for the Property shall be reduced by$0.61 for each additional $1.00 paid for said interests, with the resulting amount of the purchase price reduction being referred to herein as"Purchase Price Reduction". If closing of • 1 • this contract has already occurred, this amount shall be paid by the Sellers to the Buyer at the time that the sewer line, described below, is completed. C. Notwithstanding the above,the Purchase Price Reduction as described above shall not exceed$8,000.00. 2. Additional Consideration. As additional consideration, the Buyer will provide, within two years of the effective date of this contract, a sewage collection line to the perimeter of the Sellers' remaining real property at this location in a size sufficient to serve commercial uses upon the said remaining real property. 3. Sellers to Furnish Deed. Sellers shall, on the closing date, famish the Buyer with a warranty deed to the said Property. 4. Survival of Obligations. It is expressly agreed by and between the parties that the parties' • duties, obligations, responsibilities and benefits provided for in this Contract shall survive the closing and the conveyance of the Property described herein by general warranty deed and shall not merge in the deed or otherwise. .. 5. Taxes. Taxes for the year 2006 and all prior years shall be paid by the Sellers, Taxes for 2007 and thereafter, if any shall be paid by the Buyer. 6.Title Costs. The costs of any survey or other title work required to develop an appropriate legal description to convey either the Property identified in Exhibit A or the 20 foot easement for the access road shall be paid by the Buyer. 7. Good Title, A. The Sellers shall,prior to closing,deliver to the Buyer an abstract of title of said property certified to date by a competent abstracter showing the title marketable in fact to the Sellers and • 2 • taxes,assessments,judgments and mechanics liens of record affecting said property,subject however to the exceptions stated herein. If the abstract is delivered less than ten(10)days from the date of closing specified in this contract,the closing date shall be automatically extended so as to allow the Buyer ten(10)days to examine the abstract and present written objections to title if any,prior to the actual closing. Furthermore, if the examination of the abstract reveals any material defects, the specified closing date shall, at the option of Sellers,be automatically extended for thirty(30) days from the date of receipt of the written objections to title to allow Sellers to correct the defects specified. Any defects appearing in the abstract and not objected to, except liens of records which can be removed by the payment of money,shall be deemed waived but only insofar as correction of the abstract is concerned. If any material defects so noted are not corrected within thirty(30)days after delivery of such objections then this contract shall be null and void and any abstract delivered • by Sellers to Buyer shall be returned to the Sellers. B. In lieu of the Sellers furnishing to Buyer an Abstract of Title for examination the Sellers may prior to closing deliver to the Buyer a commitment to issue an owner's policy of title insurance. Any commitment made hereunder shall be in the amount of the purchase price of the Property, naming the Buyer as the insured and issued by a title insurance company licensed to write title insurance in Missouri,which policy shall insure the owner's title to be marketable in fact as called for by this contract and shall provide that a policy shall be issued immediately after the Sellers' general warranty deed to the Buyer is recorded. The cost of said title insurance will be paid by the Buyer. C. It is understood and agreed that title herein required to be furnished is marketable title as set forth in Title Standard 4 of the Missouri Bar. It is also agreed that any encumbrance or defect is 3 in the title which is within the scope of any of the title Standards of the Missouri Bar shall not • constitute a valid objection on the part of the Buyer, provided the Sellers furnished the affidavits, or other title papers, if any, described in the applicable standard. D. The costs of obtaining an abstract of title,title opinion, or title insurance shall be bourn by the Buyer. Any abstract of title so furnished will become the property of the Buyer. E. In the event Seller, through no bad faith action or involvement of Seller, is unable to transfer marketable title to Buyer in accordance with this contract, Seller's sole liability shall be to pay the cost of the title search,if any. Sellers shall not be obligated to incur any expense,or to bring any action or proceeding, to remove any exceptions or objections to title or to render title to the Property insurable and shall not be obligated to grant an abatement in the Purchase Price with respect to any such exception or objection. If Sellers shall be unable to convey title in accordance with the • terms of this contract notwithstanding Seller's compliance with the terms of this contract or if Sellers shall be unwilling to remove any objections to title,Buyer shall have the option to accept title subject to such objections without reduction of the Purchase Price, or to reject title without any claim for damages. 8. Condition of Property. Except as is otherwise expressly provided inthis contract,Sellershereby specifically disclaims any warranty(oral or written) concerning (i) the nature and condition of the Property and its suitability for any and all activities and uses that Buyer may elect to conduct on the Property; (ii) the manner, construction, condition and state of repair or lack of repair of the improvements on the Property; (iii) the nature and extent of any right-of-way, lien, encumbrance, license,reservation,condition,or otherwise;(iv)the compliance of the Property or its operation with any laws, rules, ordinances or regulations of any government or other body, it being specifically • 4 • understood that Buyer has had a full opportunity to determine for itself the condition of the Property; and (v) any other matter whatsoever except as expressly set forth in this contract. Except as is otherwise expressly provided in this contract,the sale of the Property as provided for in this contract is made on a strictly"AS IS""WHERE IS"basis as of the Closing. Buyer specifically acknowledges that Buyer is not relying on (and Sellers hereby disclaims and renounces) any representations or warranties made by or on behalf of Sellers of any kind or nature whatsoever, except as is otherwise expressly provided in this contract. Further,except as otherwise expressly provided in this contract, Buyer, for Buyer and Buyer's successors and assigns, hereby releases Sellers from and waives any and all claims and liabilities against Sellers for,related to,or in connection with,any environmental condition at the Property(or the presence of any matter or substance relating to the environmental condition of the Property), including, but not limited to, claims and/or liabilities relating to(in any • manner whatsoever)any hazardous,toxic or dangerous materials or substances located in,at,about or under the Property,or for any and all claims or causes of action(actual or threatened)based upon, in connection with or arising out of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. ("CERLA"); the Resource Conservation and Recovery Act,42 U.S.C. §6901 et seq.("RCRA");and the Superfund Amendments and Reauthorization Act, 42 U.S.C. §9601 et seq. ("SARA")or any other claim or cause of action(including any Federal or State based statutory,regulatory or common law cause of action) related to environmental matters or liability with respect to or affecting the Property. 9. Closin4. The sale under this contract shall be closed at City Hall, 320 E. McCarty Street, Jefferson City,Missouri within Thirty(30)days of the Effective Date of the contract or at such other time and place as the parties may mutually agree. The term"Effective Date"means the date upon • 5 • which Sellers and the Buyer have both executed and delivered this contract, and such date shall be memorialized as first above written. 10, Jurisdiction. This contract was executed in and shall be governed by and construed in accordance with the laws of the State of Missouri. 11. Failure to Exercise Rights and Waiver. Failure to insist upon strict compliance with any of the terms covenants or conditions herein shall not be deemed a waiver of any such terms,covenants or conditions,nor shall any failure at one or more times be deemed a waiver or relinquishment at any other time or times by any right under the terms, covenants or conditions herein, 12. Severabllty of Individual Provisions. In the event of and if for any reason any paragraph or y section of this contract shall be held to be invalid or unenforceable by a court of competent and final jurisdiction, it is agreed that such invalid or unenforceable paragraph or section shall not affect the validity or enforceability any other paragraph(s) or section(s) herein. 13. Assignment.Neither party may sell or assign its rights or responsibilities under the terms of this contract without the express consent of the remaining party. 14. Counterparts. This contract maybe executed simultaneously in two ormore counterparts,each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 15. Modification of Agreement Any modification of this contract or additional obligation assumed by either party in connection with this contract shall be binding only if evidenced in a writing signed by each party or an authorized representative of each party. 16. Construction. The parties have participated jointly in the negotiation and drafting of this contract.If an ambiguity or question of intent or interpretation arises,this contract shall be construed ' 6 • as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this contract. 17. Covenants Run With Property and Premises. The covenants, agreements and conditions herein contained shall run with the Property and shall be binding upon and inure to the benefit of the parties hereto and their respective successor and assigns. 18. Paragraph Headings. The paragraph headings shall not be treated as a part of this contract or as affecting the true meaning of the provisions hereof. 19. Time of the Essence. It is specifically declared and agreed that time is of the essence of this contract. 20. Entire Agreement, This contract shall constitute the entire agreement between the parties.Any prior understanding or representation of any kind preceding the date of this contract shall not be • binding upon either party except to the extent incorporated in this contract. 21. No Third Party Beneficiaries.This contract shall not confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns. 22. Binding Nature. This contract shall be binding on the heirs, assignees and successors in interest to the parties. 23. Remedies and Damages. If any party hereto defaults in the performance of any obligation provided by this contract, the party claiming a default shall notify the other party in writing of the nature of the default, the time allotted for curing the default (if not otherwise specified in this contract), and the non-defaulting party's election of remedy in the event the default is not corrected in accordance with such notice. A. If either party is in default,the other party may elect to treat this contract as being in full ' 7 force and effect and shall have the right to specific performance or damages, or both. st B. In the event of litigation or either party incurring legal fees in connection with the enforcement hereof,the prevailing party shall be entitled to all of the aforementioned remedies plus the cost of the litigation, including reasonable attorney's fees. 24. Notice of Developments. Each party hereto will give prompt written notice to the other party of any material adverse development causing a breach of any of its own representations and agreements relating to this contract. [signature page to follow] • 8 ' • IN WITNESS WHEREOF,the parties hereto have executed this contract on the date and the year first written above and acknowledges receipt of one copy of this contract. SELLERS: David LePage Thomas LePage Gertrude LePage Pam Wilson Michael Wilson Douglas rgmeyer r Kath een Borgmeyer Terri Brune Travis Brune BAR: Attest; City of Jefferson City,by, ( '• � y � yilis P ell, City Clerk Johri Landwehr,Mayor ord NoBb • Addendum Buyer and Seller agree that paragraph 2 Additional Consideration shall be deleted, and a new paragraph agreed to in lieu thereof 2. Additional Consideration: As additional consideration,the Buyer will provide,within two years of issuance of an occupancy permit to operate a box retail store to be built on Cityview Drive, but in no event later than five years after the execution of this agreement, a sewage collection line to the perimeter of the Sellers'remaining real property at this location in a size sufficient to serve commercial uses upon the said remaining property Sellers David LePage iontas LePage' 9J�ll.} �Y l Gertrude LePage Pam Wilson ��. . Mich el Wilson Dougla rgmeyer wU K,�a((thleen IIorgmeyc Terri Brune Siu Travis Brune Buyer Attest City of Jefferson City, by hyllis Powell, City Clerk Jofi dwchr, Mayor •