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HomeMy WebLinkAboutOrd.5820.2025-02-18 BILL NO. 25-14 ORDINANCE NO. 5MC) AN ORDINANCE APPROVING A SECOND AMENDMENT TO REDEVELOPMENT AGREEMENT BETWEEN THE CITY OF CAPE GIRARDEAU AND TENMILE HOLDINGS,LLC. WHEREAS, the City of Cape Girardeau and Tenmile Holdings, LLC (the "Developer") entered into a Redevelopment Agreement dated as of May 2,2022(as amended,the"Prior Agreement")relating to the redevelopment of the historic Esquire Theater building into office suites with an additional retail space or cafe at the building's Broadway entrance; and WHEREAS,the Prior Agreement required completion of the Redevelopment Project by January 1, 2025, as evidenced by an occupancy certificate for the building; and WHEREAS, the Developer has requested that the Prior Agreement be amended to provide additional time to complete the Redevelopment Project; NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU,MISSOURI,AS FOLLOWS: Section 1. The City Council hereby approves the Second Amendment to Redevelopment Agreement in substantially the form of Exhibit A attached hereto (the "Second Amendment"). The City Manager is hereby authorized to execute the Second Amendment on behalf of the City. The City Clerk or Deputy City Clerk is hereby authorized to attest to the Second Amendment and to affix the seal of the City thereto. Section 2. The officers,agents and employees of the City are hereby authorized to execute all documents and take such steps as they deem necessary and advisable to carry out and perform the purpose of this Ordinance. Section 3. The sections of this Ordinance shall be severable. If any section of this Ordinance is found by a court of competent jurisdiction to be invalid,the remaining sections shall remain valid,unless the court finds that: (a)the valid sections are so essential to and inseparably connected with and dependent upon the void section that it cannot be presumed that the City Council has or would have enacted the valid sections without the void one; and (b)the valid sections, standing alone, are incomplete and are incapable of being executed in accordance with the legislative intent. Section 4. This Ordinance shall take effect and be in full force 10 days after its passage by the City Council. PASSED AND APPROVED THIS (QQU DAY OF 2025. Stacy Kin er, a or ATTEST: 4�Cx�RARpj�, Traci Weissmueller, Deputy City Clerk 1 tA i a THE oxYox SEAL EXHIBIT A SECOND AMENDMENT TO REDEVELOPMENT AGREEMENT [On file in the City Clerk's Office] SECOND AMENDMENT TO REDEVELOPMENT AGREEMENT This SECOND AMENDMENT TO REDEVELOPMENT AGREEMENT (this "Second Amendment") is made and entered into as of Feb. 19 12025, 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 TENMILE HOLDINGS, LLC, a limited liability company organized and existing under the laws of the State of Missouri (the "Developer"). RECITALS: 1. The City and the Developer entered into a Redevelopment Agreement dated as of May 2, 2022, as amended by a First Amendment to Redevelopment Agreement dated as of April 17, 2024 (collectively, the "Prior Agreement"), relating to the redevelopment of the historic Esquire Theater building (the `Building") into office suites with an additional retail space or cafe at the building's Broadway entrance (the "Redevelopment Project"). 2. The Prior Agreement required completion of the Redevelopment Project by January 1, 2025, as evidenced by an occupancy certificate for the building. The Developer has received a temporary occupancy certificate for the building. The parties desire to extend the completion date to July 1, 2025, to be evidenced by a completion certificate submitted by the Developer and approved by the City. 3. Pursuant to Ordinance No. S'aO , adopted on Fe rA QN ) $ 2025, the City Council has authorized the City to enter into this Second Amendment. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual promises contained herein and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Development. Section 1(a) of the Prior Agreement is amended to read as follows: The Developer hereby agrees to complete the Redevelopment Project at its own expense and to submit a Certificate of Substantial Completion, in substantially the form attached as Exhibit D, to the City no later than July 1, 2025. The City shall then review the Certificate of Substantial Completion and determine, in its absolute discretion, if the Developer has satisfactorily completed the Redevelopment Project in accordance with this Agreement. Within 180 days after the City approves the Certificate of Substantial Completion, the Developer may submit a Certificate of Reimbursable Project Costs, in substantially the form attached as Exhibit B, evidencing the costs of the Redevelopment Project for which the Developer requests reimbursement pursuant to Section 4. 2. Certificate of Substantial Completion. The Prior Agreement is amended by inserting Exhibit D thereto, which is incorporated by reference 3. City Fees. The Developer shall promptly pay any fees and expenses incurred by the City in connection with the preparation of this Second Amendment. 4. Ratification and Approval. Except as amended hereby, the Prior Agreement is and shall remain in full force and effect in accordance with the provisions thereof. 5. Counterparts. This Second Amendment may be executed in multiple counterparts, each of which shall constitute one and the same instrument. 6. Conflicting Provisions. In the event of any inconsistency between the terms and provisions of the Prior Agreement and this Second Amendment, the terms and provisions of this Second Amendment shall prevail. [Remainder of page intentionally left blank.] -2- IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed and the City has caused its seal to be affixed hereto and attested as of the date first written above. By: Name: Gayle onrad Title: City Cler -3- CITY OF CAPE GIRARDEAU, MISSOURI By: Name: Kepnng�th Harkin Title: Ci Manager TENMILE HOLDINGS, LLC B: Y Name: Benj amm F. Traxel Title: Managing Member EXHIBIT D FORM OF CERTIFICATE OF SUBSTANTIAL COMPLETION CERTIFICATE OF SUBSTANTIAL COMPLETION TENMILE HOLDINGS, LLC (the "Developer"), pursuant to that certain Redevelopment Agreement dated as of May 2, 2022 (as amended, the "Agreement"), between the City of Cape Girardeau, Missouri (the "City"), and the Developer, hereby certifies to the City as follows: 1. That as of Jan. 1 , 2025, the Redevelopment Project has been substantially completed in accordance with the Agreement. 2. The Redevelopment Project has been completed in a workmanlike manner and in accordance with all applicable zoning, building and other permits issued by the City. 3. Lien waivers for the Redevelopment Project have been obtained. 4. This Certificate of Substantial Completion (this "Certificate") is accompanied by the project architect's certificate of substantial completion on AIA Form G-704 (or the substantial equivalent thereof), a copy of which is attached hereto and by this reference incorporated herein), certifying that the Redevelopment Project has been substantially completed in accordance with the Agreement. 5. This Certificate is being issued by the Developer to the City in accordance with the Agreement to evidence the Developer's satisfaction of its obligations and covenants with respect to the Redevelopment Project as described in the Agreement. 6. The City's acceptance (below) in writing to this Certificate shall evidence the satisfaction of the Developer's agreements and covenants to complete the Redevelopment Project in accordance with the Agreement. This Certificate is given without prejudice to any rights against third parties that exist as of the date hereof or that may subsequently come into being. All certifications or statements made or set forth in this Certificate are made solely for the benefit of the City and shall not be relied upon or used for any purpose by any third party in any proceeding, claim or contest of any kind, nature or character. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 19 day of February , 2025. ACCEPTED: CITY OF CAPE GIRARDEAU, am City TENMILE HOLDINGS, LLC B: Y Name: BenjamifYF. Traxel Title: Managing Member (Attach AIA Form G-704) -2-