HomeMy WebLinkAboutRes.2974.03-21-2016BILL NO. 16-52 RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE AN ESCROW AGREEMENT WITH BWE
HOLDINGS, LLC, AND FIRST MISSOURI STATE BANK
OF CAPE COUNTY, FOR REDHAWK COMMONS PHASE 2,
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
Escrow Agreement with EWE Holdings, LLC, and First Missouri
State Bank of Cape County, for Redhawk Commons Phase 2, a
subdivision in the City of Cape Girardeau, Missouri. The
Agreement shall be in substantially the form attached hereto as
Exhibit A, which document is hereby approved by the City
Council, and incorporated herein by reference, with such changes
therein as shall be approved by the officers of the City
executing the same. ((ll
�1)
PASSED AND ADOPTED THIS DAY OF 2016.
Harry E. Rediger, Mayor
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Bruce Tayl r, Deputy City Clerk
ESCROW AGREEMENT
This Escrow Agreement, hereinafter referred to as "Agreement", is made and entered into
this 14 day of MARCH , 2016, by and between BWE HOLDINGS, LLC, a Missouri
Limited Liability Company, having its principal office and place of business at 2985 Boutin
Drive, Cape Girardeau, Missouri 63701, hereinafter referred to as "Developer", and FIRST
MISSOURI STATE BANK OF CAPE COUNTY, hereinafter referred to as "Escrow Agent",
and the CITY OF CAPE GIRARDEAU, MISSOURI, a municipal corporation, hereinafter
referred to as "City".
WITNESSETH:
WHEREAS, Developer is the owner of Redhawk Commons Phase 2, a proposed
subdivision located within the City of Cape Girardeau, Missouri, and has submitted to the City
improvement plans and specifications, which have been approved by the City, and has submitted
a record plat with request that said plat and the plans and specifications for the improvements in
the proposed subdivision be accepted and approved by the City, and
WHEREAS, Developer proposes to meet the ordinance requirements of the City with
respect to the posting of this Agreement prior to the approval by the City of the plat proposed for
said subdivision,
NOW, THEREFORE, In consideration of the foregoing and of the mutual promises and
agreements contained herein, the parties to this Agreement stipulate and agree as follows:
1. Developer has submitted to the City a record plat of Redhawk Commons Phase 2,
hereinafter referred to as "Proposed Subdivision", with request that said plat be approved by the
City. Developer has also submitted improvement plans for the Proposed Subdivision, which
have been approved by the City.
2. An Irrevocable Letter of Credit has been issued for the cost of the improvements in
the Proposed Subdivision by First Missouri State Bank of Cape County, hereinafter referred to as
"Financial Institution". The Irrevocable Letter of Credit, a copy of which is attached to this
Agreement and made a part hereof as though fully set out herein, has been placed in the
possession of the Escrow Agent. Said Irrevocable Letter of Credit is a commitment to the
Developer from the Financial Institution that it will serve as the primary lender for the
development of the Proposed Subdivision and commits itself for enough funds to complete the
improvements in the Proposed Subdivision.
3. A copy of the most recent financial statement of the Financial Institution is made
available for the purpose of guaranteeing to the City that the Financial Institution, as the issuer of
the Letter of Credit to the Developer, has sufficient resources with which to uphold its guarantee.
4. Escrow Agent agrees to hold the original of the Irrevocable Letter of Credit issued by
the Financial Institution subject to the provisions of this Agreement and the ordinances of the
City of Cape Girardeau, as they may appertain to the provisions of this Agreement. Escrow
Page 1 of 9
Agent agrees to set up a special escrow account subject to audit by the City in which all funds
made available by the Financial Institution for the improvements in the Proposed Subdivision
will be deposited. Escrow Agent may release all such funds to the Developer only for the
purpose of completing the improvements in the Proposed Subdivision.
5. Escrow Agent shall not release more than ninety-five percent (95%) of all funds
deposited with them as Escrow Agent by the Financial Institution for the improvements in the
Proposed Subdivision except on the approval of the Administrative Officer of the City and until
the City is satisfied that the improvements for the development of the Proposed Subdivision have
been completed in accordance with the plat, the approved improvement plans, and the applicable
City ordinances. City agrees that it will not unreasonably prevent the release of the final five
percent (5%) of the sums deposited with the Escrow Agent.
6. City may, from time to time, partially release the Escrow Agent from all or any part
of their obligations and shall do so by written notification from the City's Administrative
Officer.
7. Upon approval by the City through its Administrative Officer for the release of all
funds held by the Escrow Agent, this Agreement shall be terminated and the Developer and the
Escrow Agent shall be released from any further obligation to the City insofar as the provisions
of this Agreement are concerned.
8. In the event of the failure, refusal or inability of the Escrow Agent to serve as
determined by the Administrative Officer of said City, the City shall appoint a substitute who
will have the same responsibilities as the Escrow Agent named herein.
9. If, after two (2) years from the date of this Agreement, all the improvements shown
on the approved improvement plans and specifications have not been completed, the City may
require the Escrow Agent to remit to the City cash or negotiable instruments constituting the
balance of the escrow account required to complete the improvements.
10. This Agreement shall not in any fashion be construed to limit the powers, rights, or
duties of the City, but shall be construed in the light of the applicable City ordinances.
11. No part of this Agreement may be assigned by the Escrow Agent or the Developer
without first obtaining the express written consent of such assignment by the City, but the City
agrees not to unreasonably withhold such consent.
IN WITNESS WHEREOF, the parties have executed this Agreement in triplicate as of
the date first above written.
Page 2of9
ATTEST:
niceeTa Tay—I ice, D uty City Clerk
DEVELOPER
BWE Aldinj
0. Wiffiams, Managing Member
ESCROW AGENT
First Missouri State Bank of Cape County
I;Uli
e fay or, President/CEO
CITY
City of Ca Girar eau, Missouri
A. Meyer, C
Page 3 of 9
STATE OF MISSOURI )
) ss.
COUNTY OF CAPE GIRARDEAU )
On this /i/"Oday of�% 4 , 2016, before me personally appeared Brandon 0
Williams, Managing Member of BWE Holdings, LLC, a Missouri Limited Liability Company, to
me known to be the person described in and who executed the foregoing instrument, and
acknowledged that he executed the same as the free act and deed of said Limited Liability
Company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the State and County aforesaid, the date first above written.
Name/My Commission Expires:
STATE OF MISSOURI )
) ss.
COUNTY OF CAPE GIRARDEAU )
Notary Public
KATHLEEN M. BOEHME
Notary Public - Notary Seal
STATE OF MISSOURI
Cape Girardeau County
Commission #13492939
My CommissionExpires: February 10 2017
On this /10 day of /� e // , 2016, before me personally appeared Steve
Taylor, President and CEO of First Missouri State Bank of Cape County, to me known to be the
person described in and who executed the foregoing instrument, and acknowledged that he
executed the same as the free act and deed of said Bank.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the State and County aforesaid, the date first above written.
Name/My Commission Expires: Notary Public - Notary Seal
STATE OF MISSOURI
Cape Girardeau County
Commission #13492939
Page 4 of 9
STATE OF MISSOURI
ss.
COUNTY OF CAPE GIRARDEAU )
On this thi da of ' 2016, before me appeared Scott A. Meyer,
City Manager of the City of Cape Girardeau, Missouri, a municipal corporation, to me known to
be the person described in and who executed the foregoing instrument, and acknowledged that
the foregoing instrument was signed and sealed on behalf of said City by authority of its City
Council, and acknowledged that he executed the same as the free act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the State and County aforesaid, the date fi
Name/My Commission Expires:
,1111/,
„ , NOTARY •, , _
,SEAL
AMANDA L. MCKINNEY
My Commission Expires
March 3, 201 e
Cape Girardeau County
Commission #14588193
Page 5 of 9
DATE: MARCH 14, 2016
FROM: First Missouri State Bank of Cape County
2 S. Mount Auburn Road
Cape Girardeau, Missouri 63703
TO: BWE Holdings, LLC
2985 Boutin Drive
Cape Girardeau, Missouri 63701
AND
City of Cape Girardeau, Missouri — Beneficiary
City Hall, 401 Independence Street
Cape Girardeau, Missouri 63703
IRREVOCABLE LETTER OF CREDIT #367
We hereby issue this Irrevocable Letter of Credit in your favor up to the aggregate
amount of Seventy -Six Thousand Six Hundred Sixty -Eight and 24/100 dollars ($76,668.24)
available upon your demand and upon the approval of Beneficiary — City of Cape Girardeau for
the cost of developing Redhawk Commons Phase 2 subdivision according to the record plat and
improvement plans and specifications on file at the City of Cape Girardeau. If you do not
complete the improvements as specified within two (2) years, Beneficiary — City of Cape
Girardeau may, pursuant to the procedures in the City ordinances, draw the balance of your
account required to complete said improvements.
FINANCIAL INSTITUTION
First Missouri State Bank of Cape County
4A �L
teve Ta or, President/CEO
Page 6 of 9
Accepted this/0Aday of 0,;IlG/ 2016.
DEVELOPER
BWE Holdings LC
on O. Williams, Managing Member
Approved pursuant to City Council action thi&kay of 016.
CITY
City of C e Gir deau, Missouri
A. Meyer,
City Clerk
Page 7 of 9
STATE OF MISSOURI )
) ss.
COUNTY OF CAPE GIRARDEAU )
On this L%�day of /i//Jir_'!1 , 2016, before me personally appeared Steve
Taylor, President and CEO of First Missouri State Bank of Cape County, to me known to be the
person described in and who executed the foregoing instrument, and acknowledged that he
executed the same as the free act and deed of said Bank.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the State and County aforesaid, the date first above written.
Name/My Commission Expires:
STATE OF MISSOURI )
SS.
COUNTY OF CAPE GIRARDEAU )
Notary Public - Notary Seal
STATE OF MISSOURI
Cape Girardeau County
Commission #13492939
On this /,9/4day of 2016, before me personally appeared Brandon 0.
Williams, Managing Member of BWE Holdings, LLC, a Missouri Limited Liability Company, to
me known to be the person described in and who executed the foregoing instrument, and
acknowledged that he executed the same as the free act and deed of said Limited Liability
Company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the State and County aforesaid, the date first above written.
Name/My Commission Expires:
NotKAEN M. BOEHME
Notary Public - Notary Seal
STATE OF MISSOURI
Cape Girardeau County
Commission #13492939
My Commission Expires: February 10, 2017
Page 8 of 9
STATE OF MISSOURI
ss.
COUNTY OF CAPE GIRARDEAU) l
On this ofI �-1u y��l_L, 2016, before me appeared Scott A. Meyer, City
Manager of the City of Cape Girardeau, Missouri, a municipal corporation, to me known to be
the person described in and who executed the foregoing instrument, and acknowledged that the
foregoing instrument was signed and sealed on behalf of said City by authority of its City
Council, and acknowledged that he executed the same as the free act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the State and County aforesaid, the date first above written.
Name/My
I" )Ojsrio Expires:
Page 9 of 9