11/30/05  MAYOR  JW  LETTER  TO  KORNFELD/SANSONE

 

& 12/5/05  VP/SANSONE  RESOLUTION/PRELIMINARY  FUNDING  AGREEMENT

 

 

MOPR Notes:  Mayor JW Letter - The reference to"crsp attached" is a letter dated 11/28/05 & otherwise the same as on DOCS, 11/18/05 Sansone letter to Ed Harrawood.  >  Resolution/Prelim Funding Agreemt -  Printed on the bottom of each page of both docs is:  ST_LOUIS-2206540-v1-Sansone_Valley_Park_-_Resolution_Authorizing_Preliminary_Funding_Agreement[1].  The Resolution has no # or sigs.  The Agreemt has no "entered into" day or month filled in & no sigs;  on P4, the 4 lines for City info are blank & there are no sigs on P6.

 


 

11/30/05  ((VP Letterhead))  ((To))  Mr Mark Kornfeld, Sales & Leasing Associate, Sansone Group, Inc., 120 S Central, Ste 500, StL, MO, 63105,  Re:  Crsp to VP, MO, Prop Owners

 

Dear Sir:  I am in receipt of crsp directed to third-party prop owners within City VP, MO  (crsp attached).  Currently, VP has not designated Sansone as a devr of the proposed redev area, nor is there a redev agreemt in place between Sansone Group & City VP.  I would request that you refrain from rep'g that u are "currently working with City ofc'ls" until an ofc'l relationship with the City has been established.

Sincerely yours, ((unsigned))  Jeffery J Whitteaker, Mayor, Enclosure

 


 

Resolution No. _____

 

Presented to the Board Dec 5, 2005

 

RESOLUTION APPROVING A PRELIM FUNDING AGREEMT BETWEEN CITY VP & SANSONE FAMILY HOLDING CO, LLC IN CONNECTION WITH REDEV OF A LIMITED PORTION OF THE CITY REFERRED TO AS THE NEW TOWN REDEV AREA & AUTHORIZING EXECUTION OF THE FOREGOING AGREEMT & CERTAIN OTHER ACTIONS RELATED THERETO

 

WHEREAS, the City is contemplating the adoption of a redev plan for a certain limited area of the City generally known as the New Town Redev Area (the "Redev Area");  &

 

WHEREAS, the City distributed a Request for Redev Proposals (the "RFP") for the redev of the Redev Area;  &

 

WHEREAS, in response to the RFP, Sansone Family Holding Co, LLC ("Devr") submitted a proposal dated 10/26/05 which pertains to the redev of the Redev Area by the const of a mixed-use dev consistent with the RFP (the "Redev Project");  &

 

WHEREAS, after due consideration, the Bd desires to designate Devr as the preferred devr for the Redev Area;  &

 

WHEREAS, in order for the redev of the Redev Project to proceed, it is necessary for the Bd to approve & auth execution of a Prelim Funding Agreemt (the "Agreemt") & such other doc'n as may be required to effectuate the Agreemt as provided in this Resolution.

 

NOW, THEREFORE, be it resolved by the BOA of City VP, MO as follows:

 

 

1.   

The Mayor is hereby auth'd & directed to execute, on behalf of the City, the Agreemt & the City Clerk is hereby auth'd & directed to attest to the Agreemt & affix the seal of the City thereto.  The Agreemt shall be in substantially the form attached hereto as Exhibit A, which doc is hereby approved by the Bd, with such changes therein as shall be approved by the ofcrs of the City executing same. 

 

2.

The Mayor, City Clerk & other aprop City ofc'ls are hereby auth'd & directed to take any & all action & to execute any & all docs necessary to effectuate the intent of this Resolution.

 

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3.

This Resolution shall be in full force & effect from & after the date of its passage & approval by the Mayor. 

 

 

PASSED THIS 5th DAY OF DECEMBER, 2005.

 

 

________________________________________________

Chairman

 

APPROVED THIS 5th DAY OF DECEMBER, 2005.

 

 

 

_____________________________________

Jeffery Whitteaker, Mayor

Attest:  

___________________________

Marguerite Wilburn, City Clerk

 

((no Page #))


EXHIBIT  A

[See form of Prelim Funding Agreement attached hereto.]

 

((no Page #))


PRELIM FUNDING AGREEMT

 

           THIS PRELIM FUNDING AGREEMT (the "Agreemt") is made & entered into as of the ___ day of __________, 2005,

by & between CITY VP, MO (the "City") & ENOSNAS FAMILY HOLDING CO, LLC ("Devr").  The following recitals are made a part of this Agreemt.

 

 

A.

The City is contemplating the adoption of a redev plan (the "Redev Plan") for a certain limited area of the City

generally known as the New Town Redev Area (the "Redev Area") which would provide for the redev of an approx 241-acre site located at (({sic})) within the City.

 

 

B.

The City distributed a Request for Redev Proposals (the "RFP") for the redev of the Redev Area.

 

 

C. 

In response to the RFP, Devr submitted a proposal dated 10/26/05 (the "Proposal") which calls for the redev of the

Redev Area by the const of a mixed-use dev consistent with the RFP including required pkg & access drives, traffic signalization improvemts, landscaping & other necessary & desirable improvemts all as set forth in the Proposal (collectively, the "Redev Project").

 

 

D.

 

After due consideration, the BOA of City VP desires to designate Devr as the preferred devr for the Redev Area.

 

 

E.

Subject to the terms of this Agreemt, the City desires to have Devr attempt to market the Redev Area to prospective

users, acquire site control thru continuous good faith negotiations with prop owners & thereafter assist the City in considering the legality & appropriateness of implementing the Redev Project thru the use of tax incremt financing pursuant to the Real Prop Tax Incremt Allocation Redev Act, Sections 99.800 to 99.865 of the RSMo, as amended, the Urban Redev Corporations Law of MO, set forth in Chapter 353 of the RSMo, as amended, the MO Transportataion Dev Dist Act, Sec 238.200 to 238.275 of the RSMo, as amended, &/or other available programs (collectively, the "Act").

 

 

F.

 

Devr desires to support the City's efforts as outlined above by advancing to the City certain funds to allow the City to

pay certain prelim start-up costs, including, without limitation, adoption of the Plan, negotiation of a redev agreemt (the "Redev Agreemt") between the City & Devr & consideration of the Proposal & the Redev Project, which costs may be reimbursed to Devr in accordance with this Agreemt & the Act.

 

 

NOW  THEREFORE, in consideration of the foregoing & other good & valuable consideration, the receipt of sufficiency of

which are hereby acknowledged, the parties hereby agree as follows:

 

 

1.

 

Adavnce of Funds

 

1.1     Initial Prelim Funds.  Upon execution of this Agreemt, Devr shall advance to the City the sum of $10K

(the "Initial Prelim Funds").  The City shall use the Initial Prelim Funds to pay or reimburse the City for paymt of actual ope's

 

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incurred by the City & for the paymt of actual costs incurred by the City in connection with the preparation of the Redev Plan.

 

 

 

1.2     Add'l Prelim Funds.  Upon submission of the Notice to Proceed (as hereafter defined), Devr shall advance  

to the City the sum of $35K (the "Add'l Prelim Funds").  The City shall use the Add'l Prelim Funds to pay or reimburse the City for paymt of actual ope's incurred by the City & for the paymt of actual costs incurred by the City for legal, planning & financial svcs assoc'd with preparation of the Redev Plan & the negotiation of a Redev Agreemt as provided herein, & for expenses incurred by the City (such as mailing, publication & similar costs) in connection with the foregoing & compliance with the Act.

 

 

 

1.3     Use & Allocation of Funds.  The Initial Prelim Funds & the Add'l Prelim Funds shall be collectively referred to

herein as the "Prelim Funds".  The Prelim Funds shall be expended for work performed by the planners, consultants & attys selected by the City at their respective regular hrly rates & fees (the "Fees") & the City shall pay for such work only in accordance with Sec 2 below.

 

 

2.

Disbursemt.  Subject to the remaining provisions of this Agreemt, the City shall disburse Prelim Funds on a monthly

basis for any month in which Fees & expenses are actually incurred or to reimburse the City for Fees & expenses previously paid by the City in connection with the Redev Project as permitted under Sec 1 only upon receipt of (i) invoices for work reasonably & actually performed by the selected planners, consultants & attys;  (ii) invoices &/or receipts for ope's incurred by such parties in connection with such planning, financial & legal work;  & (iii) such other supporting doc'n as may be requested by the City or Devr (collectively, a "Disbursemt Request").  A Disbursemt Request by the City for reimbursemt shall include an itemization of the Fees & expenses to be paid by the City & copies of invoices for the work performed.  The Mayor shall examine each disbursemt request & all disbursemts made by the City shall be auth'd in writing by the Mayor.  The Mayor shall use reasonable care in ascertaining that all amts charged to the City pursuant to each Disbursemt Request are fair & reasonable amts for the work rep'd on each Disbursemt Request & are consistent with the terms of this Agreemt.

 

 

3.

Copies of Disbursemt Requests.  Within 10 biz days after the City rcvs a complete Disbursemt Request, the

Mayor shall fwd a copy of such Disbursemt Request to Devr.  If Devr has ques's or objections re any Disbursemt Request, Devr shall direct such ques's or objections in writing to the Mayor not later than10 biz days following the receipt of same.  If Devr does not timely provide written ques's or objections to such Disbursemt Request, then provided such Disbursemt Request is otherwise in accordance with the terms of this Agreemt, & the City has otherwise examined & approved same as set forth in this Agreemt, the Mayor, acting on behalf of the City, may auth paymt thereof from the Prelim Funds.  In such event, the Mayor shall not be liable to the Devr for any paymts auth'd by him if they are auth'd in good faith.  If Devr provides timely written ques's or objections re a Disbursemt Request, then the City & Devr shall in good faith attempt to resolve any ques's so raised as soon as reasonably possible, & to the extent necessary, communicate or negotiate with the aprop 3rd party submitting the paymt request, as needed, in order to do so.  If the parties nonetheless are unable to reach agreemt upon the disputed Disbursemt Request within 10 biz days after the City's receipt of the written ques's or objections, then the Mayor may proceed to pay such Disbursemt Request, & shall not be liable to Devr for any paymts auth'd by him provided they are auth'd in good faith. 

 

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  4.

Repaymt of Prelim Funds Expended.  If & when the City & Devr (or any other third-parties) execute the Redev

Agreemt & obligations are issued by the City for the Redev Project, then the Prelim Funds shall be repaid to Devr from the 1st proceeds of any such obligations.  Except as otherwise provided in this Agreemt, the City has no obligation to refund the Prelim Funds to Devr.

 

  5. Rights & Covenants of the Parties.
   

 

5.1     Marketing of the Redev Project.  Commencing on the date hereof & continuing for a period of 12 months  

thereafter (the ("Marketing Period"), Devr shall have the exclusive right & option to solicit tenants for & otherwise market the Redev Project.  The City shall not solicit proposals from other devrs for the undertaking of the Redev Project until such time as this Agreemt is terminated pursuant to the terms hereof.

 

 

 

5.2     Notice to Proceed.  At any time prior to the expiration of the Marketing Period, Devr may provide to the City

a wirtten notice (the "Notice to Proceed') confirming that Devr is prepared to proceed with dev of the Redev Project.

 

 

 

5.3     Adoption of Redev Plan:  Negotiation of Redev Agreemt.  Upon receipt of the Notice to Proceed, the City

agrees, to the extent within its control, to take all reasonable actions precedent to the consideration by the BOA of the adoption of the Redev Plan & a Redev Agreemt & undertake such other actions requested by Devr to facilitate dev of the Redev Area in a manner consistent with the Proposal;  provided, however, that nothing herein shall obligate the City to adopt the Redev Plan or approve the Redev Agreemt.  During the Marketing Period, the City & Devr shall regularly meet & diligently proceed toward an expeditious execution of a mutually acceptable Redev Agreemt pursuant to the Redev Plan.

 

 

 

5.4     Redev Area.  During the Marketing Period, the City shall not sell, lease or otherwise convey any int in any

City-owned real prop within the Redev Area to any party other than Devr.

 

 

 

5.5     Referral of Inquiries.  During the Marketing Period, the City shall promptly refer all inquiries re the sale, leasing,

use & dev of the Redev Area to Devr. 

 

 

6.

 

Termination.

 

 

 

6.1     Devr's Right of Termination.  Devr may terminate this Agreemt at any time in its sole discretion upon written

notice to the City.

 

 

 

 

6.2     City's Right of Termination.  At any time after the expiration of the Marketing Period, the City may terminate

this Agreemt upon written notice to the Devr.

 

 

 

6.3     Expiration of Term.  Unless previously terminated in accordance with this Sec, this Agreemt shall terminate

automatically without any action by either party on the date 2 yrs after the date hereof unless previously extended by mutual consent of the parties.

 

 

 

6.4     Reimbursemt Obligation After Termination.  Upon any termination of this Agreemt, (i) the City shall immed

cease incurring costs & expenses under this Agreemt, & (ii) the City shall pay to Devr, within 30 days after said termination, all Prelim Funds remaining after the City's proper paymt of any Disbursemt Requests submitted pursuant to this

 

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Agreemt for work performed thru the date of termination.  Devr shall have no obligation to reimburse City for any Disbursemt Requests for work or costs performed or incurred by any planner, consultant, atty or the City after the date of termination.

 

 

7. 

Excess Prelim Funds.  If the City does not expend all of the Prelim Funds as provided herein, the City shall

promptly return the remainder of the Prelim Funds to Devr.

 

  8. No Third Party Beneficiaries.  This Agreemt constitutes a contract solely between the City & Devr.  No third party has
any beneficial int in or derived from this Agreemt.
     
  9. Notices.  Any notice, demand or other doc to be given hereunder shall be in writing & shall be delivered personally, 
sent by reputable overnight courier or sent by U.S. registered or cert'd mail, return receipt requested, postage prepaid & addressed to the parties at the respective addresses set forth below, & the same shall be effective upon receipt if delivered personally, one biz day after deposit with a reputable overnight courier or 3 biz days after deposit in the mails if mailed.  In addition, notices may be sent by Facsimile to the facsimile # indicated for each party below, & the same shall be deemed delivered upon the transmission thereof to the correct # if the same is also sent by overnight courier as aforesaid.  A party may change its address for receipt of notices by svc of a notice of such change in accordance herewith.

 

If to the City:

If to Devr:

City of VP

Enosnas Family Holding Co, LLC

___________________ 120 S Central Ave, Ste 500
___________________ StL, MO  63105
Attn:  ______________ Attn:  James G Sansone
Fax:  ______________ Fax:  314-727-6101

 

  10. Miscellaneous

 

 

 

10.1     Severability.  If any provision of this Agreemt is unenforceable, the remainder of this Agreemt shall be

enforced as if such provision were not contained herein.

 

  10.2 No Waiver.  Failure of any party hereto to enforce its rights hereunder at any time shall not be deemed a waiver of

any such rights.

 

  10.3 Representations & Warranties.  Devr & the City each represent & warrant to the other that (i) this Agreemt has been
duly executed by them or on their behalf, as the case may be, pursuant to due authn, & is not in violation of any such party's governing docs, charter or ords, as the case may be;  (ii) no consents are necessary for the execution, delivery, & performance of this Agreemt by such party;  & (iii) this Agreemt is valid, binding & enforceable against such paty in accordance with its terms.

 

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  10.4 Assignmt.  This Agreemt may not be assigned by either party without the written consent of the other, except that

Devr may without the City's consent assign this Agreemt to any party 51% or more of which is controlled by one or more of the principals of Devr.

 

 

 

 

10.5

Survival.  Notwithstanding the expiration or termination or breach of this Agreemt by either party, the City's

obligations with respect to repaymt of unexpended Prelim Funds shall survive expiration, termination or breach of this Agreemt by either party.
     
  11. Limitation of Liability.  Notwithstanding any provision hereof to the contrary, the City & its ofc'ls, agents, employees &

reps shall not be liable to Devr for damages or otherwise if this Agreemt is declared invalid or unconstitutional in whole or in part by the final (as to which all rights of apeal have expired or have been exhausted) judgmt of any court of competent jurisdiction, & by reason thereof either the city is prevented from performing any of the covenants & agreemts herein or Devr is prevented from enjoying the rights & privileges contemplated hereunder.

 

[Signatures appear on next page.]

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SIGNATURE PAGE FOR

PRELIM FUNDING AGREEMT

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Prelim Funding Agreemt to be duly executed as of the date

1st above written.

 

"City" "Devr"
CITY VP, MO ENOSNAS FAMILY HOLDING CO, LLC

 

By:  ______________________________________

       Mayor

 

By:  ______________________________________

       Manager

 

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