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Home My WebLink AboutRES.1156.03-18-1996 BILL NO. 96-106 RESOLUTION NO. /�_:�(_t' A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN OPTION AGREEMENT WITH FIRST BANK, TRUSTEE OF THE GORDON COHEN TRUST 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 Option Agreement with First Bank, Trustee of the Trust established under the Last Will and testament of Gordon Cohen, deceased. A copy of said Agreement is attached to this Resolution and made a part hereof. PASSED AND ADOPTED THIS ��- DAY OF ��,�/,� '' , 19�. / � _�. � �- - A. . Spradling, III, � or ATTEST: � ��_�','' � i i� .�� . Gayl� L. Conrad Deputy City Clerk . � . '� . , ,x . A SAVINGS BANK FDIC INSURED �A� � l E�� _ ,�.�; x .�... �<- ., ,;;�, March 25 1996 W. Eric Cunningham C ity Attorney City of Cape Girardeau City Hall 401Independence P.O. Box 617 Cape Girardeau, MO 63702-0617 RE: COHEN FARM SALES CONTRACT Dear Eric: Enclosed is an executed copy of the Option Agreement which I have signed on behalf of First Bank, Trustee of the Gordon Cohen Trust. At your convenience, please remit to me the first Five Hundred Dollar ($500.00) option payment. As you are aware, the City of Cape Girardeau will have the ability to extend the aforesaid option for six (6) additional thirty (30) day periods, provided that the $500.00 option payment is paid prior to the expiration of the option period. The expiration of the first option period is April 17, 1996. Ifyou have any questions,you may reach me at 1-800-982-2670. Sincerely, FIRST BAN �Q��,P�1. (X�ta Darlene Ward Trust Officer Enclosure(Option Agreeement) First Bank A Savings Bank/801 Lincoln Highway/P.O.Box 3126/Fairview Heights,Illinois 62208/(618)632-7480 , OPTION AGREEMENT This AGREEMENT made and entered into this J� day of trlarch , 1996, by and between First Bank, Trustee of the Trust established under the Last Will and Testament of Gordon Cohen, deceased, in Estate Number CV483-113P of the Probate Division of the Circuit Court of Scott County, Missouri, a corporation (hereinafter referred to as "Optionors" ) , and City of Cape Girardeau, a municipal corporation (hereinafter referred to as "Optionee" ) . In consideration of the payment of the sum of Five Hundred Dollars ($500 . 00 ) by Optionee to Optionor, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows : 1 . Optionor grants to Optionee the option to purchase a parcel of land situated in Scott County, Missouri, having the following legal description: Part of the Northwest Quarter of the Northeast Quarter, the Northeast Quarter of the Northwest Quarter, and the Northwest Quarter of the Northwest Quarter of Section 35 , Range 13 Township 30, in Scott County, Missouri , and containing 114 acres more or less . 2 . This option shall continue in effect for a period of thirty (30 ) days, beginning on rYlar�h �8 , 1996, and terminating on AOrtl I`7 , 1996 . Optionee shall have the right to extend the aforesaid option for six (6) additional thirty (30) day periods ( "Additional Option Periods" ) , provided that Optionee pays to Optionor, prior to the expiration of the then existing option period, the sum of Five Hundred Dollars ($500 . 00 ) for each Additional Option Period. The exercise of this option to purchase or any extentions thereof must be made by written notice, sent to Optionor in the manner prescribed by Paragraph 12 before its expiration or termination . 3 . If Optionee shall fail to exercise the within option at anytime herein permitted, Optionor shall retain any and all monies paid hereunder. This Agreement shall thereupon terminate and neither party shall have any rights or obligations thereunder. 4 . The total purchase price for the above-described property shall be Twelve Thousand Dollars ($12, 000 . 00 ) per acre . Based on 114 acres, the purchase price shall be One Million Three Hundred Sixty Eight Thousand Dollars ($1 , 368, 000 . 00 ) . Said purchase price shall be adjusted to reflect the actual acreage sold based upon a survey (to be at Optionee ' s expense) at the price of Twelve Thousand Dollars ( $12, 000. 00) per acre . Any and all amounts paid pursuant to this Option Agreement shall be credited against the purchase price. 5 . If this option is exercised ( in accordance with its terms ) Optionor shall sell and convey and Optionee shall purchase and acquire the real property described in Paragraph 1 above on and subject to the terms and conditions contained in the attached Sales Contract, which is made a part of this Option Agreement, hereinafter referred to as the "Agreement" . 6 . Optionee shall purchase the property in its "as is" condition. 2 7 . During the term of this Agreement, or any extended option period, Optionor shall continue to list the aforesaid real property for sale . Should Optionee receive a bonafide offer to purchase said real estate as described above, Optionee is hereby granted the right of first refusal to purchase the real estate upon the terms and at the price of said bonafide offer . If Optionee desires to exercise said right of first refusal, Optionee shall give written notice in the manner prescribed by Paragraph 12 of such intention to Optionor within ten ( 10 ) days of receipt of written notice of said bonafide offer from Optionor. 8 . The closing of this transaction shall be at the offices of -------------, and shall take place within thirty (30 ) days after Optionor shall have received written notice of the exercise of this option, unless extended, in writing, by the parties . 9 . The parties warrant and represent to each other that no broker brought about, or participated in this option or transaction. Optionee shall indemnify and hold Optionor harmless against all liabilities and expenses (including without limitation reasonable attorney ' s fees ) arising from any claims for brokerage on this transaction based on any act of Optionee . The warranties, representations and agreements contained in this Paragraph shall survive any closing of the transaction contemplated by this option . This indemnification agreement shall be binding upon Optionee and all subsequent assignees . 3 10 . Optionee represents and warrants that it is a duly incorporated and validly existing municipal corporation of the State of Missouri , and that its Mayor and Board of Alderman have authorized the execution and performance of this Agreement and attached Sales Contract . 11 . This Agreement, including the attached Sales Contract, constitutes the entire agreement between the parties . No representations, warranties or promises pertaining to this option or any property affected by it have been made, or shall be binding on, any of the parties, except as expressly stated in the option and the agreement. This Option Agreement may not be changed orally, but only by an agreement signed by the party against whom enforcement of any such change is sought . 12 . Any notice or demand under this option shall be by registered or certified mail, sent as follows : To Optionor at: First Bank Attn: Darlene Ward 383 Lamp & Lantern Village Chesterfield, Missouri 63017 (800) 982-2670 To Optionee at: Eric Cunningham City Attorney 401 Independence Cape Girardeau, Missouri 63701 (314) 334-3036 13 . This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns . 4 • 14 . This Agreement shall be governed by and construed in . , accordance with the Laws of the State of Missouri . • 15 . Time is of the essence with this Agreement. IN WITNESS WHEREOF, the parties have duly executed this Option Agreement on the day and year first above written. FIRST BANK B y Ol� �r�t,c�,o�. CQ�c> OPTIONOR :._---� / CITY OF �APE GIRARDEAU �`` t ,�__----� , � ; _. ._ , By �,.� � �... .�-- �----"��" OPTIONEE �,, 5 LIST OF TENANTS—(Showlna ■11 cr�ce�eton� �nd prepayment�) Names of Tenante Space Lease Amount �y}�en Due Date Paid To Occupied Expiree of Rent SALE CONDITIONS AND CLOSING PRACTICES At election of either seller or purchaser, and at such party'a expense, sale may be closed in escrow department of the local oflice of any reputable title company, but terms of contract shall not be affected. Earnest deposit to be retained by sellers agent, without interest,but agent shall not be liable for ea•nest deposit until actually in form of cash ia hands of agent; it sale is closed,earnest deposit to apply on sale commission; if purchaser shall fail to pay additional earnest deposit��hen due (if required by contract) or if sale be not closed by date fixed therefor owing to failure of performance by purchaser, earnest deposit shall be forfeited by purchaser, but purchaser shall never- theless be bound to fultillment of contract if so determined by seller, but this shall not entitle purchaser to enforce sale. Forfeited earnest deposit shall go first toward reimbursing expenses of egent incurred in this transaction, and balance to go one-half to seller and one-half to agent in ful] of co m mission. Rents,general taxes based on latest available assessm ent and rate,subdivision upkeep assessm ents, interest,insur- ance premiums,water rates,sewer service charge,gas and electric bills,fuel sup ply and operating expenses (if eny) to be prorated and adjusted as provided on the basis of 30 days to the month, seller to have last day; general tax year to run from January lst; delinquent rents, over thirty days, if any, to be collected by seller and no[ adjusted. Purchaser to pay all recording fees. Seller shall furnish general warranty deed, subject to dee8 restrictions, easements, righ[s-of•µ�ay of record, and zoning regulations; also subject to leases and to occupancy of tenants existing on the date contrect is execu[ed by pur- chaser; general taxes payable in current year and thereafter, and special taxes assessed or becoming a lien after date contract is executed by purchaser; said general and special taxes to be assum ed and paid by purchaser. A11 personal property and fixtures included in this sale is guaranteed by seller to be paid for in full. TiUe shall be marketable in (act, or purchaser wilt accept insurance policy issued by quaii[ied tiUe [nsarance com� pany in lieu o( svictly marketable tiUe. If title is marketable, purchaser shall pay (or certiticate o[ [itle. i[ being under stood that tiUe charge inciudes the[ee tor services rendered by the agent,unless otherwise no[ed; i[tiUe is found imper[ect and seller cannot per(ect tiUe or obtain tiUe insurance policy as above provided wi[hin eixty days atter date [ixed tor closing, earnest deposit sha❑ be returned to purchaser aod aeller sGall pay to agent the sale commission and other costs. incuding ti[le charges.Seller shall pay(or documentary stamps, it required by law. If, after contract is executed, the premises be destroyed or damaged by fire, windstorm or otherWise, seller shap restom sam e within thirty days if possible and sale closing date shall be extended eccordingly, but otherwise purchaser shall have option of cancel]ing or enforcing contract; if enforced, purchasec shall be entitled to insurance; if cancelled, earnest deposit shall be returned to purchaser.In either event agent shall receive full sale commission. Seller ahall assume risk of such destruction or damage and shall have the obligation to obtain consent of insurance compaiiies to sale contract. If improvements or additions have been completed within six months prior to sale closing date, seller shall furnish reesonable security against mechanics' liens or satisfactory evidence of payment of bills. Pro�erty to be accepted in its present condition unless otherwise stated in contract. Seller warrants that he has not received any w-ritten notification from anp go�ernmental agency requiring any repairs, replacements, or slterations to said premises ��hich hace not been satisfactorily made. This is the entire contract and neither party shall be bound by representation as to value or otherwise unless set forth in contract. The words purchaser,seller,agent and deposit where appearing in this contract shall be construed in the plurel, if more than one. This contract shall bind the heirs,legal representatives, successors and assigns of the parties hereto. Contract assignable by purchaser,but not witbout consent of seller if purchase money deed of trust forms part o! sale consideration. Sale Commission: � o[ the rotal selling or exchange price on imProced P�'oPerty and on unimproved property; minimum charge Special Agreements betMeen Seller and Furchaser tormin� part of Contract: �, . PrintW�nd for 8aL D�tL�et.(.ou4 Prfntlns 4 Iw��l Pornv Co.,!l.Loala,Yo. IO�M 11�•� A Dlt!�/10N O� IC� CLAf! � SALE CONTRACT c��,. ,,. Countv ��f. . .. . . _... .. . ._._ .. _....., vh�tr ot . . _. _19._... RECEIV&D PROY._�'-1 PY OF CAPE GIRARDEAU Dna� —.a.»Inafc.r ealled porcha�K, One Thousand and no 10u---------------------- te• .um of---._.�..-----..-- -- � --------- —Dollan (il-.-ll11��I1R--> •�earnest depodt and a� part of LEe c��6 coodderatlon tor t�s purchase ot tLe tollowinj de�crlbed propert� dtuated 1n tL�-----C'c�llritV � City or Count�� "� -�� .SCOtt . ..,titatr of._.._MISSOUTI . . . __...... _ _.._._. .___...... ... Of 4MCrlb� Y: Part of the Northwest c�uarter of the Northeast Quarter, the Northeast �uarter of the Northwest Quarter, and the Northwest Quarter of the Northwest Quarter of Section 35 Range 13 Township 30, in Scott County, MO. , & containing 114 acres more or less. tog�tAer with (if any) the improvements thereon and appurtenances,fiztura and equipment thereto belonging(which Selter guaran- tm w own froe and dnr of encumbnnces), induding all lighting, built-in hating,woling and plumbing eyuipment and [izwm, att�ched linoleum, ndiatm shiddt, shadcs, curain and dnpery (ixturo, Venetian blind�, shuttm, storm sash and duon, screens, a�vnings,ventilaung and achaust fans, w ter he�ten,+token,oil and gu burnen,garbage d'uposal and dishwashcr, trees and shrubs, gu lighu and gu fired bubeque piu,b�t in ovrn►and nngea,att��ed mirron, att�ched T.V. antennas, ind att�ched fireplice equipment,and all artida oow provided tor�-unant use: ------ -------------- ------- which proyerty ta thte day agreed to be eoid to purchaaer eubject to approval ot eeller by noon ot____.F2b_. _15._.__ ,19_9� and oot olherwiae (and if not ao apyroved earneat depoeit ahall be relurned to purchaser) tor t6e lotal eale Frtce o[ One-.Mi11i�n_�hr�e�3undr�_S-�xt� Eiaht__Thousand nou8rs fi?--�368L000.0(� on the[ollowing terme: Earneet deposit made ae per th(s recelyt...................................._-- 1 ,O 0 0_Q(1 Additional earoeet depoett to be made by yurchaeer g� at the time al contingencies are removed =_4q _�nn _nn .._.. - -- -.... -�-----� �s__.. ................................ Cash to be pald on cloe(ng date ot eale as hereinafter Lzed (subject to adju�t- IDents u heretn yravided)................. ................................j--1+31-8-.-DQQ,._00 Deed or deeds ot traet o(record,enbJect W which Utle eLall be tranaferred...=_ _ deacriptioa � Contingencies: This Contract is contingent upon the City of Cape Girardeau securing a lease arrangement with a company to conduct business on the subject site. The City}-�has until Jan. 15, 1996 at noon to secure a lease or tkiis C�ee�orcdeede oftiust t-oP6e acce te��ll �nd Vo1d. D 7 eel er aa part purchase mone7.......i-�---�----------_--__---- Uneert lerma i�dudlns type ot loan, Interest rale,method of payment, term of)enra. preDaymeot Dr1r11ege, If anr.eomminsion. I[an7.�od any�yeclal Droviefovs.) The sale under lhie contract ehall be closed under the usual SALE CONDITIONS ANO CLOSING PRACTICES, an� DubJect to any SPECIAL AGREEMENTS BETWEEN BELLER AND PURCHASER,ail set torlh on the reverse side hereof and hereby made a part of thla contract, as[ully and eftectually as if they were Incorporated herein, at the o[tice o[ _.t.Q--�---f12�.1f12.f�__llpS211-------- ----- —�---------------------------------.....----- �n-- ---- — _ or on euch pdor date ae the pardea Lereto may agree. AII adJustmenle re[erred to on the reverse side hereot to be made as o[.____�Q e___ __ _ _ Title lo pase wben eale le cloeed. Time le ot tbe eseence ot thie contrac� Poasession ot Vroperty to De dellvered to yurchaser at tlme of trans[er of UUe,or on_._____..__._______.__,_,_ Deed to----- ---- wjmt _ ' B7—____ _____---_________ ADProted---------------� 11-- Appro�ed on d�te dnt abo�e wrlttea: 1/we agree to pal----------------------- _------------------------------'•---- L autIlorlsed to oMer dde e:amined. thz Commission as provided on the reverse side hereot, to be a lleu on said property. P��"�' FIRST BHNK B�IIK "--- — Parohuer '-�'�----- B�U�r ------------- Addrou.---.--------- Phone_.----------- Addre�s __ phoce---_-----------.-----.. R'Itneu------------------ -- Wltneu (Otar) ----