HomeMy WebLinkAboutRes.2796.02-03-2014BILL NO. 14-17 RESOLUTION NO. CQrq"
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH CLILA, L.P., FOR
PUBLIC IMPROVEMENTS, IN THE CITY OF CAPE
GIRARDEAU, MISSOURI
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE
GIRARDEAU, MISSOURI, AS FOLLOWS:
ARTICLE 1. The City Manager, for and on behalf of the City
of Cape Girardeau, Missouri, is hereby authorized to execute an
Agreement with CLILA, L.P., for installation of a traffic signal
and completion of the Good Hope Drainage Project, in the City of
Cape Girardeau, Missouri. A copy of said Agreement is attached
to this Resolution and made a part hereof.
PASSED AND ADOPTED THIS k DAY OF , 2014.
zy E. Rediger, Mayor
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DEVELOPMENT AGREEMENT
This DEVELO ENT AGREEMENT ("Agreement") is entered into this �� day of
20� by and between the CITY OF CAPE GIRARDEAU, MISSOURI, a home rule city
organized and existing under the laws of the State of Missouri (the "City") and CLILA, L.P., a Limited
Partnership duly organized and existing under the laws of the State of Missouri ("Clila").
WHEREAS, the parties desire to install a traffic signal at the intersection of William Street and
Sheridan Street in the City of Cape Girardeau, Missouri (the "Traffic Signal Project"), for the purpose of
facilitating Clila's development of the property located at 2103 William Street (formerly occupied by
Dushell's Furniture) across from the Town Plaza Shopping Center; and
WHEREAS, the parties also desire to complete the drainage project to upgrade the storm water
drainage system between Sheridan Street and Walker Branch Creek located adjacent to this area (the
"Good Hope Drainage Project"; and
WHEREAS, in connection with the construction of these Public Improvements, the parties have
agreed that Clila will install the traffic signal at the intersection of William Street and Sheridan Street,
and the City will construct the drainage system improvements; and
WHEREAS, the City has additionally agreed, subject to the terms of this Agreement, to
reimburse Clila for a portion of the cost of the installation of the traffic signal, since these Public
Improvements will inure to the benefit of the City and the citizens of the City; and
WHEREAS, the City is authorized pursuant to Sections 70.220 of the RSMo, as amended, to
contract for the planning, development and construction of any public improvement or facility, and the
City is further authorized pursuant to Section 349.012 of the RSMo, as amended,to expend City funds to
promote commercial and industrial development.
NOW, THEREFORE for and in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the parties agree as follows:
A. Clila's obli�ations. Clila agrees to:
1. Conduct a traffic study approved by the City to determine the necessity of a traffic signal
at the intersection of Sheridan Street and William Street.
2. Have the traffic signal designed by a Missouri professional engineer in accordance with
the Manual on Uniform Traffic Control Devices and with City standards and
specifications.
3. Bid the construction of the Traffic Signal Project at the location depicted in Exhibit A.
which is attached hereto and incorporated herein by reference, subject to the review
and approval of the City Engineering Department.
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4. Install the traffic signal at that intersection, and to provide all construction work
necessary for that installation.
5. Acquire all Federal, State or City permits required for the Traffic Signal Project.
6. Require its contractors to pay Missouri prevailing wage rates on the construction of the
improvements.
7. Require its contractors to procure and maintain insurance to cover City liability and
casualty exposures in the same forms and coverages as are customarily required under
City construction contracts, together with a performance labor and materials bond in
the City's customary form and amount. Proof of such insurance naming the City as an
additional insured shall be filed with the City Engineer's Office.
8. Allow ongoing inspections, during construction of the improvements, by inspectors
designated by the City.
9. Require its contractor to warranty the improvements for a period of one (1) year from
the date of acceptance.
10. Comply with all of these obligations at its sole cost and expense, except as otherwise
provided herein.
B. Citv's obli�ations. City agrees to:
1. Construct the Good Hope Drainage Project in the locations depicted in Exhibit B, which
is attached hereto and incorporated by reference, at its sole cost and expense, for the
purpose of upgrading the storm water drainage system between Sheridan Street and
Walker Branch.
2. Require its contractors, if the City does not use its own employees, to pay Missouri
prevailing wage rates in those construction contracts, and obtain a performance labor
and materials bond in the City's customary form and amount.
3. Acquire all Federal,State or City permits required for the Good Hope Drainage Project.
4. Provide to Clila all necessary rights of way or easements required for Clila's construction
of the improvements needed for the Traffic Signal Project.
5. Reimburse to Clila the actual cost less $50,000 of the construction costs for the Traffic
Signal Project,contingent upon:
a. Approval of the original bid tabulation and all subsequent change orders by the
City.
b. Clila's obtaining all insurance coverages and bonds required by this Agreement.
c. Clila's requiring its contractors to pay Missouri prevailing wage rates on the
construction of the improvements for the Traffic Signal Project.
d. Clila allowing ongoing inspections, during construction of the improvements, by
inspectors designated by the City. The City will not charge the project any
Engineering Review or Inspection Fees. Written approval of the improvements
by the City's Staff shall not be unreasonably withheld.
The City's payment hereunder is subject to the annual appropriation of funds. It is the
intent of the City to make the payments required herein, and the City reasonably
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believes that funds in an amount sufficient to make those payments will be
appropriated.
C. Release. Upon completion of construction of the Traffic Signal Project, and acceptance of
the same by the City, the City agrees to release and forever discharge Clila, and its
successors and assigns and afl persons acting by, through or under it, from any and all
manner of action or actions, causes of action in law or equity, suits, debts, liens, contracts,
agreements, promises, liabilities, claims, demands, damages, losses, costs or expenses, of
any nature whatsoever, known or unknown, fixed or contingent, which it may have, or may
hereafter have, arising out of this Agreement, including but not limited to, the construction
of the Traffic Signal Project.
D. Notice. Any notice required by this Agreement shall be deemed to be given if it is mailed by
first class, United States Mail, postage prepaid and addressed as hereinafter specified.
If to the City,such notice shall be addressed to:
Scott Meyer, City Manager
City of Cape Girardeau
4011ndependence
Cape Girardeau, MO 63701
And a copy to:
W. Eric Cunningham, City Attorney
City of Cape Girardeau
4011ndependence
Cape Girardeau, MO 63701
If to Clila, such notice shall be addressed to:
Gaye F. Blank
430 Julie
Cape Girardeau, MO 63701
And a copy to:
Scott Blank
3009 Patriot Dr.
Cape Girardeau, MO 63701
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.
E. Amendments. This Agreement shall not be amended, modified, canceled or abrogated
without the written consent of the parties.
F. Effective Date. This Agreement shall be binding on the parties hereto only after all legal
requirements relating to City entering into this Agreement have been satisfied.
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G. Termination. If, through any cause, either party shall fail to fulfill in timely and proper
manner that party's obligations under this Agreement, or if either party shall violate any of
the covenants, agreements, or stipulations of this Agreement, the other party shall
thereupon have the right to terminate this Agreement by giving written notice to the
breaching party of such termination, setting forth the reason for the breach, and specifying
the effective date thereof,giving at least forty-five (45) days notice before the effective date
of such termination, provided the breaching party shall have the right to cure any claimed
default within the forty-five (45) day period from the date of the notice. In such event, all
finished or unfinished documents, data, studies, surveys, drawings, maps, models,
photographs, and reports or other materials prepared by Clila under this contract shall, at
the option of the City, become its property, and Clila shall be entitled to receive just and
equitable compensation for any satisfactory work completed.
H. Conflicts. No salaried officer or employee of the City and no member of the City Council
shall have a financial interest, direct or indirect, in this contract. A violation of this provision
renders the contract void. Any federal regulations and applicable provisions in Section
105.450 et seq. RSMo shall not be violated.
I. Assi�nment. Clila shall not assign any interest in this Agreement, and shall not transfer any
interest in the same (whether by assignment or novation), without prior written consent of
the City hereto. Provided, however, that claims for money due or to become due to Clila
from the City under this Agreement may be assigned to a bank, trust company, or other
financial institution without such approval. Notice of such assignment or transfer shall be
furnished in writing promptly to the City. Any such assignment is expressly subject to all
rights and remedies of the City under this Agreement, including the right to terminate the
same as provided herein, and no such assignment shall require the City to give notice to any
such assignee of any actions which the City may take under this Agreement, though City will
attempt to so notify any such assignee.
J. Discrimination. Each party agrees, in the performance of this contract, not to discriminate
on the grounds or because of race, creed, color, national origin or ancestry, sex, religion,
handicap, age or political opinion or affiliation, against any employee of that party or
applicants for employment and shall include a similar provision in all subcontracts let or
awarded hereunder.
K. A�ency. Nothing contained herein shall constitute or designate Clila or any of Clila's agents,
contractors, subcontractors, or employees as agents or employees of the City of Cape
Girardeau, Missouri.
L. Citv Benefits. Neither Clila nor any of its contractors or subcontractors shall be entitled to
any of the benefits established for employees of the City nor be covered by the Worker's
Compensation Program of the City.
M. Liabilitv and Indemnitv.The parties mutually agree to the following:
1. In no event shall the City or Clila be liable to each other for special, indirect, or
consequential damages, except those caused by gross negligence or willful or wanton
misconduct arising out of or in any way connected with a breach of this Agreement.The
maximum liability hereunder shall be limited to the amount of money to be paid by the
City under this Agreement.
2. Each party assumes full responsibility for relations with its contractors and
subcontractors, and shall defend, indemnify and save harmless the other party from
and against, any outlays, and expenses in any manner caused by, claims of contractors
or subcontractors for payments allegedly owed for labor or materials furnished in
connection with that contract.
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3. This Agreement is not intended to create any rights enforceable by any third party
beneficiary.
N. Jurisdiction. This Agreement and every question arising hereunder shall be construed or
determined according to the laws of the State of Missouri. Should any part of this
Agreement be litigated, venue shall be proper only in the Circuit Court of Cape Girardeau
County, Missouri.
CITY OF CA GI ARDEAU, MISSOURI
Attest: 1
By: B :
Gayle onrad, City Clerk Scott Meyer, Ci Manager
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�,• �'�, CLILA, L.P.
By: Morgan Oak Investments, Inc.,
� ` General Partner
BY=
Gaye lank, President
STATE OF MISSOURI )
) ss.
COUNTY OF CAPE GIRARDEAU )
On this r� day of � 2014, before me appeared Scott A. Meyer, to me
personally known, who, being by me duly sworn, did say that he is the City Manager of the City of Cape
Girardeau, Missouri, a Municipal Corporation of the State of Missouri, and that the seal affixed to the
foregoing instrument is the seal of said City and that the said instrument was signed and sealed in behalf
of the City by the authority of its City Council and acknowledged said instrument to be the free act and
deed of the City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal, at my office
in Cape Girardeau, Missouri,the day and year first above written.
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STATE OF MISSOURI )
) ss.
COUNTY OF CAPE GIRARDEAU )
On this '`l � day of �E: ��-,�� 2014, before me appeared Gaye Blank, to me
personally known, who, being by me duly sworn, did say that she is the President of Morgan Oak
Investments, Inc., the General Partner of CLILA, L.P., a Limited Partnership duly organized and existing
under the laws of the State of Missouri, and that the said instrument was signed in behalf of CLILA, L.P.,
and acknowledged said instrument to be the free act and deed of said CLILA, L.P.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office
the day and year first above written.
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My Commission Expires:
,,,"", BRENDAS.CERRY`
'o��Y'PUeG�;; My Commission Expires
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Page 6 of 6
Gaye Blank, President
STATE OF MISSOURI )
) ss.
COUNTY OF CAPE GIRARDEAU
On this day of . 2014, before me appeared Scott A. Meyer, to me
personally known, who, being by me duly sworn, did say that he is the City Manager of the City
of Cape Girardeau, Missouri, a Municipal Corporation of the State of Missouri, and that the seal
affixed to the foregoing instrument is the seal of said City and that the said instrument was
signed and sealed in behalf of the City by the authority of its City Council and acknowledged
said instrument to be the free act and deed of the City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal, at
my office in Cape Girardeau, Missouri, the day and year first above written.
Notary Public
My Commission Expires:
STATE OF MISSOURI )
) ss.
COUNTY OF CAPE GIRARDEAU
On this day of 2014, before me appeared Gaye Blank, to me
personally known, who, being by me duly sworn, did say that she is the President of Morgan
Oak Investments, Inc, the General Partner of CLILA, LP., a Limited Partnership duly organized
and existing under the laws of the State of Missouri, and that the said instrument was signed in
behalf of CLILA, LP., and acknowledged said instrument to be the free act and deed of said
CLILA, LP,
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my
office the day and year first above written.
My Commission Expires:
Notary Public
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