Download RFP 006-1617 Affordable Teacher Housing Initiative

ATTACHMENT G:
SALE CONTRACT
THIS SALE CONTRACT (this “Contract”), is made and entered into as of the date of the last execution
hereof, which date is the ____ day of _________, 20___ (the “Contract Date”), by and between The Board of
Education of the City of St. Louis ("Seller"), and __________________________________, a
_______________________ ("Purchaser").
Seller desires to sell and Purchaser has offered to purchase the property more particularly described herein,
subject to the terms and conditions of this Contract.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the
sufficiency of which consideration is acknowledged by all parties hereto, IT IS HEREBY AGREED AS FOLLOWS:
1. Subject to the terms and conditions contained herein, Seller agrees to sell and Purchaser agrees to purchase, that
certain real property located at
, and further described on Exhibit A attached hereto and
made a part hereof, together with (if any) the improvements thereon and attached appurtenances, fixtures, and equipment
thereto (the “Property”) for the total “Purchase Price” of ____________________________________ Dollars ( $
).
2. Contemporaneous with its execution hereof, Purchaser has delivered to Development Resource Partners and/or
New Day Realty (collectively, “Seller’s Broker”) the sum of TEN THOUSAND DOLLARS ($10,000), payable in two
checks of $5,000 each (the first $5,000 check referred to as the “Inspection Deposit” and the second $5,000 check
referred to as the “Closing Deposit”, and collectively, as the “Deposits”. Each of the Deposits shall be in the form of
cashier’s checks payable to Seller and shall be held by Seller as set forth herein. The Deposits shall be held, paid and
applied as set forth in this Contract.
3. Attached hereto as Exhibit B is a mutually satisfactory narrative detailing the size, scope and nature of
Purchaser’s proposed development of the Property (the “Property Use Description”).
4. The sale under this Contract shall be closed in accordance with the sale conditions and closing practices set forth
below at the office of _____________________________________________________________________(the “Title
Company”) on the ninetieth (90th) day (or next business day, if the 90th day is a weekend or holiday observed by the City
of St. Louis) after the last day of the Inspection Period (as defined herein) (“Closing” or “Closing Date”), or on such
other date as the parties hereto may agree.
5. Purchaser shall have 30 days from the Contract Date to obtain a title commitment for the Property from the Title
Company (the “Title Commitment”) and advise Seller in writing that the condition of title is defective, in which event
such written notice shall detail the manner in which title is defective. If Purchaser notifies Seller that title is defective,
Seller shall have 30 days from receipt of such notice within which it may attempt to cure such defects. Nothing herein
obligates Seller to cure such defects. If Seller does not cure such defects within the allotted time, Purchaser may elect
within 10 days after the expiration of the earlier of (i) Seller’s written notice to Purchaser refusing to cure any such
defects or (ii) said 30 day period, either to terminate this Contract without further liability of the parties hereunder, except
as expressly provided herein, or Purchaser may accept such title as Seller is able to convey, without a reduction in the
Purchase Price. If Purchaser fails to notify Seller under this paragraph within the applicable time periods provided above
either that the condition of title is unacceptable or that Purchaser elects to terminate this Contract, Purchaser shall be
deemed to have accepted the condition of title as shown in the Title Commitment and the parties shall proceed to Closing.
Purchaser shall pay for all title charges, including all Title Commitment and title policy charges and all other fees for
services rendered by the Title Company. If Purchaser timely terminates this Contract as a result of Seller’s failure to cure
any stated defects, then both the Deposits shall be returned to Purchaser. The Closing Date shall be extended if necessary
to account for the time periods set forth herein.
6. Purchaser shall be under no obligation to purchase the Property unless Purchaser determines the Property to be,
in all respects, suitable for Purchaser’s intended purposes as set forth in the Property Use Description. Purchaser shall
have 60 days after the Contract Date (the “Inspection Period”) to notify Seller in writing of Purchaser’s termination of
this Contract due to Purchaser’s reasonable determination that the Property is unsuitable for the use set forth in the
Property Use Description. If Purchaser so elects to terminate this Contract within such time period, the Deposits shall be
returned to Purchaser, and neither party shall have any further rights or obligations under this Contract except those that
expressly survive the termination of this Contract. If Purchaser fails to provide written notice to Seller on or before 5:00
pm (central) on the day the Inspection Period expires, then Purchaser shall be deemed to have waived its right to
terminate the Contract under this paragraph and shall be deemed satisfied with the Property in all respects, and the
Inspection Deposit shall be non-refundable (unless and only to the extent Seller defaults under this Contract as provided
in Section 14). After the last day of the Inspection Period, Seller may, at its discretion, cash the Inspection Deposit and
have unrestricted right to such funds(unless and only to the extent Seller defaults under this Contract as provided in
Section 14). Any costs incurred for Purchaser to inspect the Property shall be borne solely by Purchaser, including, but
not limited to, turning on the utilities servicing the improvements at the Property, opening the buildings located on the
Property, additional security to protect the improvements on the Property during the term of this Contract, and any other
costs.
7. On the Closing Date, Seller shall convey the Property to Purchaser by means of a Special Warranty Deed in the
form attached hereto as Exhibit C and made a part hereof, including the restrictions upon use of the Property listed
therein. Purchaser to pay all recording fees. Possession of the Property shall be delivered to Purchaser at time of transfer
of title. The Deposits shall be applied as a credit to the purchase price at the Closing.
8. Sewer service charge (if any) and taxes due and payable on the Closing Date shall be prorated and adjusted on
the Closing Date.
9. (i) Purchaser represents, warrants and covenants to Seller that: (a) Purchaser is a __________________, duly
organized, validly existing and in good standing under the laws of the State of ____________ , and qualified to do
business in the State of Missouri; (b) Purchaser has full right, capacity and authority to enter into this Contract, to execute
and deliver the documents and instruments required of Purchaser herein, and to perform its obligations hereunder; (c) the
person who executes this Contract on behalf of Purchaser represents and warrants such person has been authorized to do
so; and (d) Purchaser shall construct the improvements on the Property in substantially the same size, scope and nature as
specified in the Property Use Description. The warranties, representations and covenants herein made by Purchaser shall
survive the Closing.
(ii)
Regarding Purchaser’s improvements to the Property as set forth in the Property Use Description,
Purchaser represents, warrants and covenants to Seller the following: Purchaser shall construct the improvements on the
Property as per the Property Use Description (the “Project”). Construction on the Project shall commence within 12
months of the Closing Date (the “Commencement Date”) and be completed within 30 months after such commencement
(the “Completion Date”). On the Completion Date, Purchaser shall send Seller a written notice of completion.
Purchaser acknowledges and agrees that the loss and damages to Seller arising from Purchaser’s failure to abide
by the Commencement Date and Completion Date would be an uncertain amount that is difficult to ascertain or prove,
and as such, the parties agree that the Seller shall have its election of the following remedies: (a) liquidated damages for
failure to complete construction by the Completion Date shall be an amount equal to 25% of the Purchaser Price
(“Liquidated Damaged”) or (b) if Purchaser fails to complete construction by the Completion Date, Seller may buy back
the Property for an amount equal to 70% of the Purchase Price (“Buy Back”). At Closing, Purchaser shall execute a deed
in the form attached hereto as Exhibit Y (the “Buy Back Deed”) to be held in escrow by the Title Company pursuant to
the escrow agreement attached hereto as Exhibit Z (the “Escrow Agreement”), which shall also be executed by all parties
at Closing. In the event that the Project commenced on or before the Commencement Date and was completed on or
before the Completion Date, the Buy Back Deed and Escrow Agreement shall be released and deemed terminated,
respectively.
If Purchaser fails to commence work on the Project by the Commencement Date or complete the Project by the
Completion Date, Seller shall give the Purchaser written notice of the same, and if Purchaser fails to cure within fifteen
(15) days after the notice is sent, Seller shall elect in writing to Purchaser Liquidated Damages or Buy Back.
In the event Seller elects Buy Back, the parties shall proceed to convey the Property to Seller subject only to title
exceptions approved by Seller. The final recording of the Buy Back Deed to Seller shall occur only upon Seller’s final
approval of the condition of the Property and shall be subject to Seller’s receipt of a title commitment satisfactory to
Seller, in Seller’s sole and absolute discretion. Purchaser shall execute all affidavits, waivers, and other documents
required by the Title Company to convey the Property to Seller in accordance with this Section. Purchaser shall be
responsible to pay all title and closing costs and shall pay any taxes, assessments, or other fees incurred during
Purchaser’s ownership of the Property or otherwise necessary to convey the Property to Seller in satisfactory condition.
The parties agree that no broker’s commission shall be due in connection with the conveyance of the Property to Seller
under this Section. If the Property is not in a condition that is acceptable to Seller, it Seller’s sole and absolute discretion,
Seller may by written notice to Purchaser change its election to Liquidated Damages.
In the event Seller elects Liquidated Damages, the parties further agree that Purchaser shall pay any liquidated
damages owed to Seller pursuant to this Section immediately upon demand. Notwithstanding the foregoing, Purchaser
shall not be liable or responsible for any delays due to strikes, riots, acts of God, shortages of labor or materials, war,
governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the
reasonable control of the responsible party and these delays shall be excluded from the computation of any periods of
time when calculating the Commencement Date and the Completion Date, so long as Purchaser provides Seller with
written notice of such force majeure events within 10 business days after their occurrence. The foregoing covenants shall
survive the Closing.
10. If any material part of the improvements on the Property is destroyed or materially damaged (excluding
ordinary wear and tear) prior to Closing Date, Seller shall give notice to Purchaser of such damage or destruction and of
Seller’s insurance coverage. Purchaser shall elect within 15 business days thereafter by written notice to Seller either: (a)
to terminate this Contract, in which event the Closing Deposit shall be refunded to Purchaser (and, if the termination by
Purchaser occurs within the Inspection Period, the Inspection Period shall also be refunded to Purchaser); or (b) to close
the transaction contemplated hereby, in which event the Purchase Price shall not be reduced but Seller shall assign to
Purchaser Seller’s rights in any insurance proceeds paid or payable to Seller in connection with such damage or
destruction. If Purchaser does not give written notice of termination to Seller timely, then Purchaser shall be deemed to
have elected to close the transaction contemplated hereby in accordance with clause (b) of this Section. If this Contract is
terminated as provided in clause (a) of this Section then the parties shall have no further rights or obligations under this
Contract except those that expressly survive the termination of this Contract.
11. During the time this Contract is in full force and effect, Purchaser and Purchaser's employees, agents and
representatives shall have access to the Property, upon reasonable notice to Seller, at any time during normal business
hours, subject to the provisions of this Section. Purchaser shall indemnify, defend (with attorneys selected by Seller) and
hold Seller harmless from any and all claims, damages, costs and liability (including, but not limited to, any and all
claims for any unpaid work and any and all actions for property damage, bodily injury or death) which may arise due to
such entries, surveys, tests, investigations and the like performed by Purchaser, its employees, agents, representatives,
consultants, or agents. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests,
investigations and the like that, in Seller’s reasonable judgment, could result in any injury to the Property or breach of
any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect
the Property or Seller's interest therein. No consent by Seller to any such activity shall be deemed to constitute a waiver
by Seller or the assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same
condition existing immediately prior to Purchaser's exercise of its rights pursuant to this Section at Purchaser's sole cost
and expense. Purchaser shall maintain commercial general liability insurance from a solvent insurance company licensed
in Missouri with broad form contractual and personal injury liability endorsements with respect to Purchaser's activities
on the Property pursuant to this Contract. Such liability insurance shall be on an occurrence basis and shall provide
combined single limit coverage of not less than Two Million Dollars ($2,000,000.00) (in the aggregate) and One Million
Dollars ($1,000,000.00) (per occurrence) for bodily injury, death and property damage. The provisions of this Section
shall survive the Closing or termination of this Contract.
12. (a) PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROPERTY IS EXPRESSLY BEING
PURCHASED AND SOLD "AS IS," "WHERE IS," and "WITH ALL FAULTS." Notwithstanding the foregoing, the
Seller reserves the right to remove any alarm-related security equipment which includes, but is not limited to the phone
system, phones, MDF/IDF closet equipment and WiFi appliances, where applicable, on or before the date of closing.
FURTHER, PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE
EXPRESSLY SPECIFIED HEREIN TO THE CONTRARY, SELLER MAKES NO WARRANTY OR
REPRESENTATION WHATSOEVER WITH RESPECT TO THE PROPERTY, EXPRESS, IMPLIED OR ARISING
BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION,
HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IT IS FURTHER
EXPRESSLY AGREED BY PURCHASER THAT SELLER DOES NOT MAKE ANY REPRESENTATIONS OR
WARRANTIES, EXPRESS, IMPLIED OR ARISING BY OPERATION OF LAW, REGARDING SOLID WASTE AS
DEFINED IN ANY APPLICABLE STATE OR FEDERAL REGULATION OR STATUTE OR THE DISPOSAL OR
EXISTENCE IN, ON OR EMANATING FROM THE PROPERTY, OF ANY HAZARDOUS SUBSTANCE. The
Purchase Price and the terms and conditions set forth herein are the result of arm's-length bargaining between Seller and
Purchaser, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of inspecting the
Property and all parts thereof and is not relying upon any information provided by Seller or Seller’s Broker or statements,
representations or warranties, express or implied, made by or enforceable directly against Seller or Seller’s Broker,
including, without limitation, any relating to the value of the Property, the physical or environmental condition of the
Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of
compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than
any covenants of title contained in the special warranty deed conveying the Property).
(b) Purchaser represents and warrants that as of the Closing, it has and shall have reviewed and conducted such
independent analyses, studies, reports, investigations and inspections as it deems appropriate in connection with the
Property. Purchaser and Seller agree that any materials being made available by Seller to Purchaser or any other
documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies,
governmental authorities or any other person or entity with respect to the Property being made available to Purchaser,
have been done so or shall be done so only for the convenience of both parties, and any reliance by Purchaser upon any
such materials, documents, summaries, opinions or work product shall not create or give rise to any liability of or against
Seller or any of Seller’s members, administrators, officers, employees, contractors, attorneys, consultants, representatives,
agents, successors, assigns or predecessors-in-interest. Purchaser acknowledges and agrees that no representation has
been made by Seller or Seller’s Broker and no responsibility is assumed by Seller with respect to current and future
applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances
or regulations, environmental protection laws and regulations, the financial earning capacity or expense history of the
Property, or occupancy at Closing. Purchaser hereby releases Seller from any and all claims and liabilities relating to the
foregoing matters contained in these Sections 12(a) and (b) and such provisions shall survive the Closing or termination
of this Contract.
13. Purchaser and Seller hereby acknowledge that the following disclosure has previously been made: Seller's
Broker is serving solely as agent for the Seller in connection with this transaction; ______________________________
is the “Purchaser's Broker” and is serving solely as agent for the Purchaser in connection with this transaction; and the
Purchaser's Broker is not acting as a sub-agent of the Seller's Broker, notwithstanding the fact that in the event of Closing
the Purchaser's Broker will be receiving 50% of the commission paid by the Seller equal to 5.5% of the Purchase Price.
Both parties acknowledge that said brokers are third party beneficiaries of this Contract, only for its terms related to
payment of sales commission under this paragraph and that investigation of due diligence issues and defense of the
Property’s condition and title are not within brokers’ scope of service.
14. In the event of a default by Purchaser of any of its obligation, including Purchaser’s failure to close on the
purchase of the Property, Seller shall have the right to terminate this Contract and receive both the Inspection Deposit and
the Closing Deposit, and Seller may cash such Deposits and is entitled to all such funds. In the event of a default by
Seller of its obligation to close on the sale of the Property, Purchaser shall elect as its exclusive remedy and in lieu of any
other remedy whether at law or in equity (including damages) to either: (i) sue for specific performance; or (ii) terminate
this Contract and receive a return of the Deposits. In addition, in the event litigation is necessary to enforce any term or
condition of this Contract, the non-prevailing party, as determined by the court, shall reimburse the prevailing party for
all expenses and costs (including reasonable attorney’s fees) incurred by the prevailing party. Except as otherwise
provided herein to the contrary, the remedies granted herein shall be in addition to any remedy available at law or in
equity.
15. Time is of the essence of this Contract.
16. This Contract shall bind the heirs, legal representatives, successors, and permitted assigns of the parties hereto.
17. This Contract is not assignable by Purchaser without the prior written consent of Seller.
18. Purchaser’s obligations hereunder are not contingent on Purchaser securing any financing.
19. In the event any provision or portion of this Contract is held by any court of competent jurisdiction to be invalid
or unenforceable, such holding will not affect the remainder hereof, and the remaining provisions shall continue in full
force and effect to the same extent as would have been the case had such invalid or unenforceable provision or portion
never been a part hereof; and if possible, such provisions shall be reformed to the maximum extent permitted under
applicable law to render the same valid, operative and enforceable to reflect the intent of the parties as expressed herein.
20. This Contract and all exhibits and any addendums hereto constitute the entire Contract between the parties and
shall become a binding and enforceable Contract among the parties hereto only upon the full and complete execution and
unconditional delivery of this Contract by all parties hereto. No prior verbal or written contract between the parties with
respect to the subject matter hereof shall survive the execution of this Contract. In the event of an alteration of this
Contract, the alteration shall be in writing and shall be signed by all the parties in order for the same to be binding upon
the parties. This Contract shall be governed by, and construed in accordance with, the laws of the State of Missouri.
21. This Contract and any amendments hereto may be executed in one or more counterparts, each of which shall be
deemed to be an original by the parties executing such counterpart, but all of which shall be considered one and the same
instrument. For purposes of this Contract, and any amendments thereto, the displayed or printed image of a manually
signed document (or signature page thereto) transmitted by any electronic means, including by facsimile machine or as a
scanned attachment to e-mail, is to be treated as an original document, the signature of any person reproduced in the
displayed or printed image, for purposes hereof, is to be considered as an original signature, and such image has the same
binding effect as an original document bearing an original manual signature. At the request of any party hereto, any
document so transmitted is to be re-executed in original form by the persons who executed the transmitted document.
22. The “Contract Date” as set forth in the initial paragraph is the last date on which (a) both Seller and Purchaser
have executed this Contract, and (b) Purchaser has delivered to Seller’s Broker the Deposits.
[remainder of page intentionally left blank; signatures appear on the following page]
“Purchaser”
_________________________________________
“Seller”
The Board of Education of the City of St. Louis
By: Special Administrative Board of The Transitional
School District of The City of St. Louis
By:______________________________________
By:______________________________________
Name:____________________________________
Name:_____________________________________
Title: ____________________________________
Title:______________________________________
Date: ____________________________________
Date:_____________________________________
Address for Notice:__________________________
___________________________
___________________________
Attn:__________________________
Phone:___________________________
Fax:___________________________
Address for Notice: St. Louis Public Schools
801 North 11th Street
St. Louis, Missouri, 63101
Attn: Walker Gaffney
Legal Notice Enclosed
Fax: _____________________
With a copy to:
Mickes O’Toole, LLC
555 Maryville University Dr.
Suite 240
St. Louis, Missouri 63141
Attention: Thomas J. O’Toole, Jr.
LEGAL NOTICE ENCLOSED
Fax: 314-878-5607
Email: [email protected]
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
EXHIBIT B
PROPERTY USE DESCRIPTION
EXHIBIT C
SPECIAL WARRANTY DEED
Space Above for Recorder’s Use Only
DOCUMENT COVER SHEET
TITLE OF DOCUMENT:
Special Warranty Deed
DATE OF DOCUMENT:
_________________ ___, 20____
GRANTOR(S) NAME:
MAILING ADDRESS:
_____________________________
c/o St. Louis Public Schools
801 North 11th Street
St. Louis, Missouri 63101
GRANTEE(S) NAME:
MAILING ADDRESS:
______________________________________
______________________________________
______________________________________
______________________________________
LEGAL DESCRIPTION:
See attached Exhibit A
REFERENCE BOOK AND PAGE
NUMBER:
N/A
SPECIAL WARRANTY DEED
THIS DEED, Made and entered into on the ________ day of ________________ 20___, by and between
_____________________________________, a __________________ duly organized under the laws of the State of
Missouri, of the City of St. Louis, State of Missouri, (“Grantor”), whose mailing address is c/o St. Louis Public Schools,
801 North 11th Street, St. Louis, Missouri 63101 and ______________________________________, of the County of
__________________________________, State of _____________________, (“Grantee”), whose mailing address is
____________________________________________.
WITNESSETH, that Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration paid by Grantee, the receipt of which is hereby acknowledged, does by these presents Bargain
and Sell, Convey and Confirm unto Grantee, its successors and assigns, the following described real estate, situated in
the City of St. Louis, and State of Missouri, to-wit:
See Exhibit A attached hereto and made a part hereof (the “Property”).
TO HAVE AND TO HOLD the said Property, as above described, together with all and singular the rights,
privileges, appurtenances and immunities to the same belonging, unto Grantee, and to its successors and assigns forever.
Grantor hereby covenanting that Grantor and its successors and assigns shall and will WARRANT AND DEFEND the
title to the premises unto Grantee, and to its successors and assigns forever, against the lawful claims of all persons
claiming by, through or under Grantor, but none other, subject only to general taxes for the year 20____ and thereafter;
special taxes becoming a lien after the date of this Deed; all applicable building and zoning ordinances; any agreements,
easements, restrictions and other matters of record; recorded and unrecorded leases; all matters that would be shown or
disclosed by an accurate survey of the Property; and those restrictions and covenants set forth in Exhibit B attached
hereto and incorporated herein which shall inure to the benefit of Grantor and its successors and assigns.
[Grantor and Grantee signatures on following pages.]
IN WITNESS WHEREOF, Grantor caused these presents to be signed by its __________________________,
and the corporate seal to be hereto attached, the day and year first above written.
_________________________________________
By:
Name:
Title:
STATE OF MISSOURI
_________________ OF ___________
)
)ss.
)
On
this
__________
day
of
___________,
20___
before
me
personally,
appeared
____________________________________ to me personally known, who being by me duly sworn, did say that [he]
[she] is the
of
_________________________________________________________________________________________, a
school district organized and existing under the laws of the State of Missouri, and that said instrument was signed on
behalf of said school district by authority of its ____________________________, and said
_______________________ acknowledged said instrument to be executed for the purposes therein stated and as the free
act and deed of said __________________________.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my office at
_______________________________________ Missouri, the day and year last above written.
_________________________________________
Notary Public within and for said County and State
My commission expires: ___________________
IN WITNESS WHEREOF, Grantee caused these presents to be signed by its
__________________________, and the corporate seal to be hereto attached, the day and year first above written.
______________________________________
By: __________________________________
STATE OF MISSOURI
__________________ OF ___________
)
)ss.
)
On this __________ day of ________________, 20____ before me personally, appeared
____________________________________ to me personally known, who being by me duly sworn, did say that [he]
[she] is the ____________________________ of _____________________, a _____________________ and that said
instrument was signed by authority of its _______________________________, and said
___________________________________________ acknowledged said instrument to be the free act and deed of said
__________________.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal as of the day and year
last above written.
_________________________________________
Notary Public within and for said County and State
My commission expires: ___________________
Exhibit A
LEGAL DESCRIPTION
Exhibit B
DEED RESTRICTIONS AND COVENANTS
A.
For a period of one hundred years from the date of recording of this Deed, Grantee agrees and covenants that no
portion of the Property shall be used for any of the following uses or purposes (collectively, the “Restrictions”), without
the prior written authorization of Grantor:
1.
A primary, elementary or secondary school of any kind providing instruction for grades kindergarten
through twelfth; provided, however, that a center providing care for children outside of such primary,
elementary, or secondary school setting shall be expressly permitted.
2.
A tavern, bar, nightclub, cocktail lounge, discotheque, dance hall, or any other establishment selling
alcoholic beverages for on-premises consumption; provided, however, the foregoing shall not prohibit the
operation of a restaurant where the sale of alcoholic beverages therein comprises less than thirty (30%)
percent of the restaurant’s gross revenues.
3.
An adult type bookstore or other establishment selling, renting, displaying or exhibiting pornographic or
obscene materials (including without limitation: magazines, books, movies, videos, photographs or so
called “sexual toys”); any establishment selling, displaying or exhibiting drug-related paraphernalia; or
any establishment providing adult type entertainment or activities (including, without limitation, any
displays or activities of a variety involving, exhibiting or depicting sexual themes, nudity or lewd acts) or
providing or exhibiting either live or by other means to any degree nude or partially clothed wait staff
and/or any massage parlors or similar establishments.
4.
A land fill, garbage dump or other such facility for the dumping, disposing, incineration or reduction of
garbage.
5.
Assembling, manufacturing, industrial, distilling, refining or smelting facility.
6.
A retail liquor store, or any store which sells, for off-site consumption, alcohol or beer.
B.
In addition, the parties desire to memorialize and evidence of record certain continuing development covenants
and obligations of Grantee (“Development Covenants”) as set forth in that certain Sale Contract by and between Grantee
and Grantor dated ___________, with respect to the Property, as the same may have been modified, supplemented or
amended. The foregoing is subject to the terms and provisions of the Sale Contract related thereto, which terms and
provisions are hereby adopted and made a part hereof by reference to the same in the same manner as if all the provisions
thereof were copied herein in full. Notwithstanding anything in the Sale Contract to the contrary, the Development
Covenants shall automatically expire on the fifth (5th) anniversary of the date of this deed, and upon such expiration, this
Section B shall be of no further force and effect.
C.
Grantee further agrees that the Restrictions and Development Covenants shall run with the land as binding on
Grantee and its successors and permitted assigns for the time periods set forth herein, respectively. Grantor and its
successors and assigns shall have the right to prosecute an action in equity against any person or entity violating or
attempting to violate any of the Restrictions or Development Covenants, including the right to restrain by injunction any
violation or threatened violation of any of the Restrictions or Development Covenants, or to obtain a decree to compel
performance, it being agreed that the remedy at law for a breach of any of the Restrictions or Development Covenants is
not adequate. In the event of any breach of the Restrictions or Development Covenants, the non-prevailing party, as
determined by the Court, shall pay the reasonable attorney’s fees of the prevailing party.
EXHIBIT Y
SPECIAL WARRANTY DEED TO SELLER
Space Above for Recorder’s Use Only
DOCUMENT COVER SHEET
TITLE OF DOCUMENT:
Special Warranty Deed
DATE OF DOCUMENT:
_________________ ___, 20____
GRANTOR(S) NAME:
MAILING ADDRESS:
______________________________________
______________________________________
______________________________________
______________________________________
GRANTEE(S) NAME:
MAILING ADDRESS:
_____________________________
c/o St. Louis Public Schools
801 North 11th Street
St. Louis, Missouri 63101
LEGAL DESCRIPTION:
See attached Exhibit A
REFERENCE BOOK AND PAGE
NUMBER:
N/A
SPECIAL WARRANTY DEED
THIS DEED, Made and entered into on the ________ day of ________________ 20___, by and between
______________________________________, of the County of __________________________________, State of
__________________________________________________________, (“Grantor”), whose mailing address is
____________________________________________, and _____________________________________, a
__________________ duly organized under the laws of the State of Missouri, of the City of St. Louis, State of Missouri,
(“Grantee”), whose mailing address is c/o St. Louis Public Schools, 801 North 11th Street, St. Louis, Missouri 63101.
WITNESSETH, that Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration paid by Grantee, the receipt of which is hereby acknowledged, does by these presents Bargain
and Sell, Convey and Confirm unto Grantee, its successors and assigns, the following described real estate, situated in
the City of St. Louis, and State of Missouri, to-wit:
See Exhibit A attached hereto and made a part hereof (the “Property”).
TO HAVE AND TO HOLD the said Property, as above described, together with all and singular the rights,
privileges, appurtenances and immunities to the same belonging, unto Grantee, and to its successors and assigns forever.
Grantor hereby covenanting that Grantor and its successors and assigns shall and will WARRANT AND DEFEND the
title to the premises unto Grantee, and to its successors and assigns forever, against the lawful claims of all persons
claiming by, through or under Grantor, but none other, subject only to applicable building and zoning ordinances; any
agreements, easements, restrictions and other matters of record approved by Grantee; and all matters that would be
shown or disclosed by an accurate survey of the Property.
[Grantor and Grantee signatures on following pages.]
IN WITNESS WHEREOF, Grantor caused these presents to be signed by its __________________________,
and the corporate seal to be hereto attached, the day and year first above written.
______________________________________
By: __________________________________
STATE OF MISSOURI
__________________ OF ___________
)
)ss.
)
On this __________ day of ________________, 20____ before me personally, appeared
____________________________________ to me personally known, who being by me duly sworn, did say that [he]
[she] is the ____________________________ of _____________________, a _____________________ and that said
instrument was signed by authority of its _______________________________, and said
___________________________________________ acknowledged said instrument to be the free act and deed of said
__________________.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal as of the day and year
last above written.
_________________________________________
Notary Public within and for said County and State
My commission expires: ___________________
IN WITNESS WHEREOF, Grantee caused these presents to be signed by its __________________________,
and the corporate seal to be hereto attached, the day and year first above written.
_________________________________________
By:
Name:
Title:
STATE OF MISSOURI
_________________ OF ___________
)
)ss.
)
On
this
__________
day
of
___________,
20___
before
me
personally,
appeared
____________________________________ to me personally known, who being by me duly sworn, did say that [he]
[she] is the
of
_________________________________________________________________________________________, a
school district organized and existing under the laws of the State of Missouri, and that said instrument was signed on
behalf of said school district by authority of its ____________________________, and said
_______________________ acknowledged said instrument to be executed for the purposes therein stated and as the free
act and deed of said __________________________.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my office at
_______________________________________ Missouri, the day and year last above written.
_________________________________________
Notary Public within and for said County and State
My commission expires: ___________________
Exhibit A
LEGAL DESCRIPTION
EXHIBIT Z
ESCROW AGREEMENT
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (“Escrow Agreement”), is made and entered into effective as of the ____ day
of _________________, 20___, by and among ______________________________________________ (“Owner”),
__________________________________, a _______________________ (“SLPS”), and ______[Title
Company]______(the “Escrow Agent”).
W I T N E S S E T H:
WHEREAS, Owner and SLPS are parties to that certain Sale Contract dated _________________, 20___ (the
“Contract”), pursuant to which SLPS conveyed to Owner that certain property located at
___________________________________________________ (the “Property”);
WHEREAS, all capitalized terms used and not otherwise defined herein shall have the meaning set forth in the
Contract, a copy of which is attached hereto as Exhibit A;
WHEREAS, if Owner fails to complete the construction of certain improvements on the Property by the
Completion Date set forth in the Contract, SLPS shall have the right to buy back the Property at an amount equal to 70%
of the original Purchase Price;
WHEREAS, Owner has executed a deed to convey the Property to SLPS if Purchaser defaults under the
Contract and SLPS elects to buy back the Property (the “Deed”);
WHEREAS, the parties desire that Escrow Agent hold the Deed in escrow in accordance with the terms and
conditions set forth in this Escrow Agreement; and
WHEREAS, the Escrow Agent has agreed to act as escrow agent for the escrowed Deed.
NOW, THEREFORE, in consideration of the Property and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
ARTICLE 1. ESTABLISHMENT OF ESCROW.
(a)
Appointment. Owner and SLPS each hereby appoint the Escrow Agent to act as agent and custodian
for the Deed pursuant to the terms and conditions of this Escrow Agreement, and the Escrow Agent hereby accepts such
appointment pursuant to such terms and conditions.
(b)
Escrowed Deed. The fully executed and recordable Deed shall be provided to Escrow Agent at the
Closing for the sale of the Property by SLPS to Owner, to be held by Escrow Agent subject to the terms and conditions of
this Escrow Agreement.
ARTICLE 2. RECORDING OR RELEASE OF DEED.
(a)
Escrow Agent shall hold the Deed in escrow until Escrow Agent receives notice from SLPS that the
Deed shall be recorded or released.
(b)
If SLPS elects to buy back the Property pursuant to Section 9(ii) of the Contract, final recording of the
Deed shall not occur until SLPS so directs, and conveyance of the Property to SLPS shall be subject to SLPS’s receipt of
a satisfactory title commitment for the Property and SLPS’s approval of the condition of the Property. Upon SLPS’s
satisfaction and approval, SLPS shall deliver an amount equal to 70% of the original Purchase Price to Escrow Agent and
shall instruct Escrow Agent to record the Deed. Upon Escrow Agent’s receipt of such funds and instructions from SLPS,
Escrow Agent shall, without further action by Owner or SLPS, record the Deed and deliver the balance of the funds to
Owner, after all payments have been made in accordance with this Escrow Agreement.
(c)
If the Deed is so recorded, Owner shall pay all costs of recording, all fees related to the closing of the
transaction, all title fees (including search and premium costs related to SLPS’s title policy), all taxes or assessments
incurred during Owner’s ownership of the Property, and all fees or expenses necessary to convey the Property to SLPS in
a condition acceptable to SLPS. Owner agrees to pay all costs described herein and to execute any affidavits, waivers, or
other documents or to take such other actions as may be necessary to convey the Property to SLPS in a condition
acceptable to SLPS. Owner’s expenses under this Escrow Agreement may be deducted from the funds SLPS delivers to
Escrow Agent in accordance with Section (b) above.
(d)
If Owner completes the Project in accordance with the Contract, SLPS shall direct Escrow Agent to
release the Deed to Owner.
(e)
If Escrow Agent does not receive instructions from SLPS to record or release the Deed within five (5)
years from the date of this Agreement, Escrow Agent shall release the Deed to SLPS.
(f)
This Escrow Agreement shall continue in effect until the release or recording of the Deed in accordance
with the provisions hereof.
ARTICLE 3. PROVISIONS RELATING TO THE ESCROW AGENT.
(a)
The Escrow Agent agrees to hold the Deed under the terms and conditions of this Escrow Agreement
and to perform the acts and duties imposed upon it hereby.
(b)
Notwithstanding anything herein to the contrary, the Escrow Agent may act upon any written
instructions given jointly by SLPS and Owner.
(c)
The Escrow Agent shall not be personally liable for any act taken or omitted by it hereunder if taken or
omitted by it in good faith and in the exercise of reasonable judgment.
(d)
The Escrow Agent may resign by giving thirty (30) days prior written notice to all parties hereto.
Similarly, the Escrow Agent may be removed and replaced by giving thirty (30) days prior written notice to the Escrow
Agent by SLPS and Owner. In either event, the duties of the Escrow Agent shall terminate thirty (30) days after the date
of such notice (or at such earlier date as may be mutually agreeable), except for Escrow Agent’s obligations to hold and
deliver the Deed to the successor Escrow Agent, and the successor Escrow Agent shall be appointed by SLPS and Owner
as evidenced by a written notice filed with the Escrow Agent. If SLPS and Owner are unable to agree upon a successor
Escrow Agent following the date of the notice of resignation or removal, the then acting Escrow Agent may petition any
court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief; and any such
resulting appointment shall be binding upon all of the parties hereto. Upon acknowledgment by any successor Escrow
Agent of the receipt of the Deed, the then acting Escrow Agent shall be fully released and relieved of all duties,
responsibilities and obligations under this Escrow Agreement.
ARTICLE 4. NOTICES. Any notice, request, or other communication required or permitted to be given under this
Escrow Agreement shall be in writing and shall be addressed as follows:
If to SLPS:
_______________________
_______________________
_______________________
Fax ____________________
Phone__________________
If to Owner:
_______________________
_______________________
_______________________
Fax ____________________
Phone__________________
If to Escrow Agent:
_______________________
_______________________
_______________________
Fax ____________________
Phone__________________
Any such notice or other communication so given and so addressed shall be deemed to have been delivered to a
party: (i) if sent by registered or certified mail, return receipt requested, on the date specified on the return receipt; or (ii)
if personally delivered to the party shown above, when received by such party; or (iii) if sent by recognized overnight
courier, on the date after the date deposited with said overnight courier. Any party hereto shall have the right to change
its address for notice or the person to receive notice by giving notice in the manner specified above.
ARTICLE 5. AMENDMENT AND MODIFICATION. SLPS, Owner, and the Escrow Agent may amend, modify and/or
supplement this Escrow Agreement as they may mutually agree in writing.
ARTICLE 6. BINDING EFFECT; OTHER INTERESTS. This Escrow Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns. Nothing herein is intended or shall be
construed to give any other person any right, remedy or claim under, in, or with respect to this Escrow Agreement or the
Deed.
ARTICLE 7. GOVERNING LAW. This Escrow Agreement shall be construed and enforced in accordance with the laws
of the State of Missouri.
ARTICLE 8. COMPENSATION; EXPENSES. The escrow fees of the Escrow Agent for its services hereunder shall be
_________________. Such fees shall be paid by Owner.
ARTICLE 9. COUNTERPARTS. This Escrow Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute but one and the same instrument.
ARTICLE 10. HEADINGS. The headings used in this Escrow Agreement are for convenience only and shall not
constitute a part of this Escrow Agreement.
ARTICLE 11. ASSIGNABILITY. Neither this Escrow Agreement nor any interest herein or in the Deed may be
assigned or transferred, voluntarily or by operation of law, without the prior written consent of SLPS.
ARTICLE 12. SEVERABILITY. The parties agree that if any provision of this Escrow Agreement shall under any
circumstances be deemed invalid or inoperative, this Escrow Agreement shall be construed with the invalid or inoperative
provisions deleted and the rights and obligations of the parties shall be construed and enforced accordingly.
ARTICLE 13. REPRESENTATION. The parties hereby acknowledge and agree that SLPS was the sole client
represented by the law firm of Lewis, Rice & Fingersh, L.C., and its attorneys, with respect to any and all matters relating
to this Escrow Agreement, the Contract, and the Deed. Further, each of the parties who have executed this Escrow
Agreement and/or the Deed acknowledge that he or she has read this Escrow Agreement and the Deed, and that he or she
has been advised to consult with legal counsel. Each of the parties who have executed this Escrow Agreement also
acknowledge that he or she has had the opportunity to consult with legal counsel and, to the extent he or she deems
appropriate, each has consulted with such legal counsel and such other advisors as he or she deems appropriate in
connection with his or her interests in these matters and the effect of the execution of the Escrow Agreement and/or the
Deed, as the case may be; and that each has signed the same as his or her own free act.
SIGNATURE PAGES TO FOLLOW
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the day and year first above
written.
“Owner”
“SLPS”
_________________________________________
_________________________________________
By:______________________________________
By:______________________________________
Name:____________________________________
Name:_____________________________________
Title: ___________________________________
Title:______________________________________
Date:____________________________________
Date:_____________________________________
“Escrow Agent”
_________________________________________
By:
Name:
Title:
Date:
Exhibit A
CONTRACT
2010983.4