HomeMy WebLinkAbout2010-085 Argo Development RESOLUTION NO. R-2010-085
A RESOLUTION AUTHORIZING, RATIFYING AND CONFIRMING EXECUTION OF A
REAL ESTATE CONTRACT WITH ARGO DEVELOPMENT COMPANY IN CONNECTION
WITH THE PURCHASE OF PROPERTY LOCATED NEAR 4101 MATTOX ROAD
WHEREAS, the Board of Aldermen find it is in the best interest of the City to enter into a
real estate contract for the purchase of property located near 4101 Mattox Road from Argo
Development Company according to the terms and conditions set forth in Exhibit "A" attached
hereto;
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
THAT the City Administrator is hereby authorized to execute and deliver the Real
Estate Contract by and between Argo Development Company and the City of Riverside,
Missouri in substantially the same form as attached hereto as Exhibit "A" and the City Clerk is
authorized to attest thereto and all actions related thereto taken prior to the adoption of this
resolution are hereby ratified and confirmed;
FURTHER THAT the City Administrator, Mayor, Finance Director and/or other city
officials are hereby authorized to execute any and all other documents necessary or
incidental to carry out the terms and conditions of such Real Estate Contract and to effectuate
the purchase of real property contemplated therein.
PASSED AND ADOPTED by t B� qard of AI51erm�en a�n�d �A�PPROVED by the Mayor
of the City of Riverside, Missouri, the,Z '�-day of ���� v"`v , 2010.
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Kathleen L. Rose, Mayor
ATTEST: --
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' .Robin l.ittrell,.Ci y Clerk
Approve as to Form:
L-�
omp n, City Attorney
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AGREEMENT AND REAL ESTATE SALES CONTRACT
This Ageement and Real Estate Sales Contract ("Contract") is made between ARGO Development
Company, a Missouri Corporation ("Seller") and the City of Riverside, Missouri, or assigns
(wllectively, "Buyer"), and is effective as of the 19� day of November, 2010 (the "Effec6ve Date").
AGREEMENT
1. PROPERI'P: Seller agrees to sell and convey to Buyer by Corporation Warranty Deed and Buyer
agees to purchase from Seller on the terms and conditions herein set out the real estate legally described
in Ex6ibit A attached hereto and mapped as illustrated in Exhibit B attached hereto consisting of
unimproved land in the amount of approacimately 8.7057 acres, (the "Properly") and the dedication of an
80' right of way for the construction of 41 �` Street connecting Horiwns Pazkway to Mattox Road across
Seller's property, such 80' right of way being legally described in Ex6ibit C attached hereto and mapped
as illustrated in Eahibit D hereto (the "Right of Wa}�').
2. EXCEPTIONS: Title to the Property shall be subject only to the "Permitted Exceptions" (as
defined in the paragraph entitled "I'iHe Insurance") and applicable zoning ordinances and laws.
3. PURCHASE PRICE; EARNEST MONEY: The "Purchace Price" of the Property and the Right
of Way is four hundred twenty five thousand seven hundred forty dollars ($425,740.00), which Buyer
agrees to pay as follows:
a. Twenty-five thousand dollars ($25,000.00) at the signing of this Contract as "Eamest Money," to
be deposited within 72 hours after the Effective Date, in the insured trust or escrow account of First
American Title Insurance Company ("Escrow Agent") to be held and disbursed in accordance with
the terms of this Contract;
b. The remainder of the Purchase Price to be paid in the following manner:
i. The amount paid for the Property shall be Three hundred seventy nine thousand two
hundred twenty dollars ($379,220.00), in guaranteed funds or cashier's check at "Closing" (as defined
in this Contract), adjusted at Closing for pro-rations, closing costs and other expenses agreed to in
writing by the parties.
ii. The amount paid for the Right of Way shall be Forty six thousand five hundred twenty
dollars ($46,520.00), and shall be paid within 5 days following Plat Execution (as specified in this
Contract).
4. CLOSING AND POSSESSION DATE(S): Subject to all the provisions of this Contract, the
closing of this Contract (the "Closing") shall take place at the offices of First American Title Insurance
Company on the date (the "Closing Date") that is the earlier of: (i) 30 days after the Effecfive Date, or
(ii) upon not less than 5 days' prior written notice of Buyer's election to close prior to the date set forth in
clause (i) above, or prior thereto by mutual written agreement of the parties, and possession shall be
delivered upon Closing (subject to the other terms and provisions of this Contract).
5. EXISTING FINANCING: Seller shall make any payments required on existing mortgages or
deeds of trust until Closing and shall pay the entire amount of any existing moRgages or deeds of trust on
or prior to Closing; it being ageed that no such existing mortgage or deed of trust shall constitute a
Permitted Exception for purposes of this Contract.
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6. PRORAT'IONS: Seller shall pay all real estate taxes levied and assessed against the Property, and
all installments of general and special assessments (if any) for the years prior to the calendaz year of
Closing, and all personal property and other taxes payable with respect to property other than real
proper[y and sold with the Property pursuant to this Conhact. All such taxes and installments of general
and special assessments becoming due and accruing during the calendar year of Closing shall be prorated
between Seller and Buyer on a per diem basis as of Closing. If the amount of any tax or general and/or
special assessment cannot be ascertained at Closing, pro-ration shall be computed on the amount for the
preceding year's ta�c or general and/or special assessment. Buyer shall assume and pay all such taxes and
installments of general and special assessments accruing after the Cbsing.
7. TTTLE INSURANCE: Seller shall, at its sole cost and expense, deliver to Buyer an owner's ALTA
title insurance policy insuring mazketable fee simple title to the Land in Buyer in the amount of the total
Purchase Price as of the time and date of recording of Seller's Corporation Warranty Deed (the "Deed"),
subject only to the Permitted Exceptions. Seller shall, at its sole cost and expense, as soon as possible
and not later than fifteen (15) days after the Effective Date of this Contract, cause to be fumished to
Buyer a current commitment to issue the title policy together with legible copies of all exception
instruments set forth in Schedule B-II thereof (the "Title CommitmenP'), to be issued through First
American Title Insurance Company (the "Title Company"). Buyer shall have until the expiration of the
"Inspection Period" (as defined in paragraph 8 below) (also sometimes herein referred to as the "I'itle
Review Period") in which to notify Seller in writing of any objections Buyer has regazding any matters
shown or referzed to in the Title Commitment. Any matters which are set for[h in the Title Commitment
and to which Buyer dces not object within the Title Review Period shall be deemed to be pertnitted
exceptions to the status of Seller's title (the "Permitted Exceptions"). With regard to items to which
Buyer dces object within the Review Period, Seller shall have ten (10) days after receipt of Buyer's
written notice of objections to cure such objections ("Title Cure Period"). If Seller does not cure all such
objections by the end of the Title Cure Period (as the same may be extended by mutual written agreement
of the parties), then Buyer shall have the right to tertninate this Contract at any time prior to Closing,
unless Seller shall cure all such objections prior to the date of Buyer's termination notice. In the event
Buyer dces not elect to tertninate this Contract as provided in this paragraph 7, then Buyer shall be
deemed to have waived such uncured title objections and the same shall constitute Permitted Exceptions
for purposes of this Contract.
Buyer may, at its sole cost and expense, obtain an ALTA survey of the Property (including such Table A
requirements as Buyer may request) at any time after the Effective Date of this Contract. Unless
otherwise objected to in writing by Buyer prior to the expiration of the Inspection Period, the Survey will
be accepted as being correct for the Property and there will be no objections to such.
8. INSPECTIONS: Seller hereby grants Buyer reasonable access to the Property (including, without
limitation for a period of twenty (20) days after the Effective Date of this Contract (the "Inspection
Period") for the purpose of inspecting the physical condition of the Property and the Right of Way and
all improvements thereon and conducting such tests, surveys, appraisals and similar inspections as Buyer
deems advisable. Buyer's inspection rights shall include performing soil tests, environmental tests or
audits, foundation and mechanical inspections and such other inspections or surveys as Buyer may
reasonably deem appropriate. Buyer agrees to repair any damage to the Property arising from these
inspections and to the extent allowed by Missouri law, to indemnify, defend and hold Seller harmless
from and against all claims, costs, demands and expenses, including without limitation, reasonable
attorney's fees, court costs and other legal expenses, resulting from these inspections or any other
inspections done under the terms of this contract. Buyer's obligations imposed by this paragraph shall
survive termination of this Contract. Buyer agrees to provide Seller with a copy of any written reports
resulting from such inspections within ten (10) days ofthe completion of said inspections. With regard to
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any deficiencies or otherwise objectionable wnditions identified during the iaspection by Buyer which
Buyer requests be corrected, Seller shall have fifteen (15) days (the "Cure Period") after Seller's receipt
of Buyer's written notice of such inspection issues to define in an Amendment to this Contract how and
when such deficiencies or otherwise objectionable conditions will be cured (or the Purchase Price
adjusted to compensate for the cost to remedy such deficiencies or conditions). If Seller elects not to cure
the deficiencies or objectionable conditions within the time frame deFined in such Amendment, then
Buyer shall have the right to terminate this Contract by giving Seller written notice of such election
within ten (10) days after the expiration of the Cure Period, unless Buyer waives the objections in writing
no later than ten (10) days after the end of the Cure Period. Buyer shall be deemed to be thoroughly
acquainted and satisfied with the physical condition of the Property, other than as set forth in the
paragaph entitled "INSURANCE; MAINTENANCE; CASUALTY; CONDEMNATION; CHANGE
OF CONDITION" of this Contract. In addition, Buyer or Buyer's representatives may re-inspect the
Property before Closing upon reasonable notice to Seller.
9. DUE DILIGENCE: Buyer will have a period of hventy (20) days after the Effective Date of this
Contract to perform such additional due diligence (the "Due Diligence Period") for the purpose of
expbring and obtaining approval of govemmental authorities for the intended purpose of the Property
and any changes in zoning, if necessary, and such other inquiries regarding the Property, as Buyer in its
sole and absolute discretion deems appropriate. In the event any such additional due diligence discloses
any condition that adversely affects the value or use of the Property, or Buyer's intended use of the
Property (in Buyer's sole and absolute discretion), then Buyer may deliver written notificarion to Seller to
terminate this Contract and this Contract will be terminated as of the date of Buyer's termination notice.
In the absence of such termination notice, the [nspections and Due Diligence shall be deemed to be
satisfactory to Buyer. Within ten (10) business days after receipt of Buyer's written request therefore,
Seller shall at its cost and expense deliver to Buyer all eacisting surveys, title wmmitrnents, abstracts or
policies, environmental assessments, soils tests, and other materials and/or documents relating to the
Property as Seller has in its possession or wntrol.
10. REPRESENTAI'IONS: Buyer acknowledges that neither Seller nor any party on Seller's behalf
has made, nor do they hereby make, any representations as to the past, present or future condition,
income, expenses, operation or any other matter or thing affecting or relating to the Property, except as
expressly set forth in this Contract. Buyer agrees to assume full responsibility for completing Buyer's
Due Diligence in such a manner as to answer all questions necessary to make the decision to purchase the
Property.
ll. REAL ESTATE BROKER: Seller and Buyer each hereby represent and agree that it has not
retained any real estate broker(s) in connection with this Conlract or the transaction contemplated
hereunder. My party to this Contract through whom a claim to any broker's, finder's or other fee is
made, contrary to the representations made above in this paragraph, shall indemnify, defend and hold
harmless the other party to this Contract from any other loss, liability, damage, cost or expense, including
without limitation, reasonable attomey's fees, court costs and other legal expenses paid or incurred by the
other party, that is in any way related to such a claim. The provisions of this paragraph shall survive
Closing or termination of this Contract.
12. DELIVERY OF DEED; PAYMENT; DISBURSEMENT OF PROCEEDS: At or before
Cbsing Seller agrees to properly execute and deliver into escrow the Deed and all other documents and
funds necessary to complete the Closing. The Deed shall convey to Buyer marketable fee simple title to
the Property, free and cleaz of all liens and encumbrances, other than the Pertnitted Exceptions. At or
before the Closing, Seller and Buyer each agree to deliver into escrow a cashier's check or guaranteed
funds sufficient to satisfy their respective obligations under this Contract. Seller understands that, unless
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otherwise agreed, disbursement of proceeds will not be made until after the Deed or the instrument of
conveyance, and, if applicable, the mortgage/deed of trust have been recorded and the Title Company can
issue the title policy with only the Permitted Exceptions.
13. FOREIGN INVESTMF,NT: Seller represents that Seller is not a foreign person as described in the
Foreign Investment in Real Propecty Tax Act and agrees to deliver a cer[ificate at Closing to that effect
which shall contain Seller's ta�c identification number.
14. TERD'IINATION: If this Contract is terminated by either pazty pursuant to a right expressly given
in this Contract, Buyer shall be entitled to an immediate return of the Earnest Money, and neither pazty
shall have any further rights or obligations under this Contract, except as othenvise expressly stated in
this Contract.
15. DEFAULT AND REMEDlES: Seller or Buyer shall be in default under this Contract if either fails
to comply with any material covenant, agreement or obligarion within any time limits required by this
Contract and such failure continues for more than ] 0 days after the defaulting party's receipt of written
notice thereof from the non-defaulting pazty. Following a default by either Seller or Buyer under this
Contract, the other party shall have the following remedies, subject to the provisions of the paragraph
entitled "DISPOSITION OF EARNEST MONEY DEPOSIT AND OTHER FLJNDS AND
DOCUMENTS" in this Contract:
A. If Seller defaults, Buyer may (i) specifically enforce this Contract and recover damages
suffered by Buyer as a result of the delay in the acquisition of the Property, or (ii) tertninate this
Contract by written notice to Seller and, at Buyer's option, pursue any remedy and damages
available at law or in equity; provided that, the right to specific enforcement of this contract or
damages in law or equity set for[h in (i) and (ii) of this paragraph shall not apply to any failure of
Seller to perform under the Contract which failure is beyond the wntrol of Seller. If Buyer
elects to terminate this Contract due to default by Seller, the Earnest Money Deposit shall be
rehuned to Buyer upon written demand.
B. If Buyer defaults, Seller (as its sole and exclusive remedy in connection with any default
by Buyer under this Contract) terminate this Contract by written notice to Buyer and retain the
Earnest Money as liquidated damages (the parties recognizing that it would be extremely
difficult to ascertain the extent of actual damages caused by Buyer's breach, and that the Earnest
Money Deposit represents as fair an appro�cimation of such actual damages as the parties can
now determine). Said F.arnest Money shall be in addition to the reimbursement of any expenses
provided in Paragraph 20 of this Contract.
If, as a result of a default under this Contract, either Seller or Buyer employs an attorney to enforce its
rights, the defauking party shall, unless prohibited by law, reimburse the non-defaulting party for all
reasonable attorneys' fees, court costs and other legal expenses incurred by the non-defaulting party in
connection with the default.
16. DISPOSITION OF EARNEST MONEY DEPOSIT AND OTHER FUNDS AND
DOCiIMENTS: The Escrow Agent shall not distribute the Eamest Money Deposit or other escrowed
funds or documents, once deposited, notwithstanding any other terms of this Contract providing for
forfeiture or refund of the Earnest Money Deposit, without the written consent of all parties to this
Contract. A party's signature on a closing statement prepared by the Escrow or Cbsing Agent shall
constitute such consent. In the absence of either written consent or written notice of a dispute, failure by
either Buyer or Seller to respond in writing to a certified letter from the Escrow Agent within ten (10)
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days of receipt, or failure by either Buyer or Seller to make written demand upon the other party and
upon the Escrow Agent for retum or forfeiture of the Eamest Money Deposit, other escrowed funds or
documents within ten (10) days after receiving written notice of cancellation of this Contract, shall
wnstitute consent to the distribution of all funds and documents deposited with the Fscrow Agent as
suggested in any such certified letter or written demand (subject, in any event, to the express provisions
of this Contract). [f a dispute arises over the disposifion of funds or documents deposited with the
Escrow Agent that results in litigation, any attorney's fees, court costs and other legal expenses incurred
by the Escrow Agent in connection with such dispute shall be reimbursed from the Earnest Money
Deposit or from other funds deposited with the Escrow Agent. Seller and Buyer release all brokers and
licensees from any and all liability in regazds to this Contract, for cancellation of this Contract and
disbursing the Earnest Money Deposit or other escrowed funds or documents.
17. CONSTRUCTION OF PUBLIC IlVIPROVEMENTS BY BUYER: No later than December 31,
20ll, the Buyer will cause to be constructed, at its own expense, and at no expense to the Seller or any
owner of Seller's land shown on the map attached hereto as Exhibit D, a three lane roadway on the Right
of Way dedicated by Seller pursuant to Section 1 of this Agreement, and will instruct its engineers to
utilize the north side of the roadway for storm water detention/drainage to the greatest eactent possible and
to utilize the south side of the roadway for construction of the sanitary sewer main. The design and
construction of such public improvements will include casings for required utiliry connections from the
north side to the south side of the roadway along with storm water crossings under such roadway and will
be completed no later than December 31, 2011.
18. PLATTING: The Buyer agrees to pay all costs associated with preparation and filing of a plat of
the additional property owned by both Seller and Buyer beriveen Horizons Parkway and Mattox Road
into large bt tracts agreeable to both Seller and Buyer (capable of being subdivided by either party into
smaller lots in the fuhue), which consent shall not be unreasonably withheld by Sellec The Plat shall
provide for conveyance of the Right of Way located on Sellers prope�ty to Buyer for construction of the
public improvements set forth in Paragraph 17 and Seller shall be compensated for the Right of Way as
set Forth in Paragraph 3(ii) hereof.
19. VACATION OF VAN DE POPULIER: At the request of Seller, the Buyer will wnsider vacation
of Van de Populier Street adjacent to the property owned by Seller. Upon the vacation of Van de
Populier Street, the Buyer will convey any property adjacent to the property owned by Seller and not
utilized as right of way for Horizons Parkway, to Seller. Vacation of such right of way will be subject to
acceptable access being provided to any other parcels currently served by existing Van de Populier.
20. REIMBURSEMENT OF EXPENSES: In the event the Buyer dces not execute the Contract as
outlined herein or fails to perform under the Contract, the Buyer agrees to reimbwse Seller's out of
pocket expenses including but not limited to its attorneys' fees connected to evaluation and consideration
of the Buyer's offer to purchase, in an amount not to exceed $1 Q000.
21. RIGH'P OF FIRST REF[JSAL: The Buyer agrees to grant to Seller and its assigns a 60-day Right
of First Refusal on the approximately 8 acre parcel of real estate owned by Buyer at the SE comer of
Mattox Road and the extension of 41�` Street, the eastern boundary line which must be wntiguous with
the entire westem boundary line of Seller's property, as shown on the drawing attached hereto in
Eahibit E and on the terms and conditions set forth in the Right of First Refusal Agreement attached
hereto in Exhibit F to the Contract. Such Right of First Refusal Agreement shall be executed by the
parties at closing. Prior to closing the Buyer will provide the survey and legal description for this parcel,
all of which will be prepared by a Missouri registered land surveyor, which survey will show Seller as a
pazty to whom the surveyor's certification runs.
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22. ENTIItE AGREEMENT AND MANNER OF MODIFICATION: This Contract, and any
attachments or addenda hereto, constitute the wmplete agreement of the parties conceming the Property,
supersede all other ageements and may be modified only by initialing changes in this Contract or by
written agreement.
23. N01'ICES: All notices, consents, approvals, requests, waivers, objections or other communications
(collectively "noHces") required under this Contract (except notice given pursuant to the paragraph
entitled "DISPOSITION OF Et1RNEST MONEY DEPOSIT AND OTHER FLJNDS AND
DOCLJMENTS" in this Contract) shall be in writing and shall be served by hand delivery, by prepaid
U.S. Postal Service certified mail, retum receipt requested, or by reputable overnight delivery service
guaranteeing next-day delivery and providing a receipt. All notices shall be addressed to the parties at
the respective addresses as set fodh below, except that any party may, by notice in the manner provided
above, change this address for all subsequent notices. Notices shall be deemed served and received upon
the earlier of the third day following the date oF inailing (in the case of notices mailed by certified mail)
or upon delivery (in all other cases). A party's failure or refusal to accept service of a notice shall
constitute delivery of the notice.
24. DEADLINE FOR ACCEPTANCE: Buyer's offer to purchase the Proper[y from Seller shall
expire if Seller has not accepted this Contract by signing and delivering a fully executed copy to Buyer,
on or before the eazlier of (i) November 19, 201Q at 5:00 pm or (ii) Buyer delivering written notice to
Seller that Buyer's offer to enter into this Contract is withdrawn.
25. TIlVIE AND EXACT PERFORMANCE ARE OF 1'HE ESSENCE UNDER THIS
CONTRACT.
26. CONDTTION TO BUYER'S OBLIGAI'ION TO CLOSE: Buyer may, in its sole discretion,
determine whether the condition of the property and the results of all tests, inspections, and examinations
on the I'roperty aze satisfactory for the use intended by Buyer. In the event the property is not
satisfactory, Buyer shall notify Seller in writing of its intent to not close on the property. Failure to close
as set forth in this Paragraph shall be deemed to be a default by Buyer.
27. OBLIGAI'IONS TO SURVIVE CLOSING: The obligations of the Buyer set foRh and agreed to
by Buyer which run to the benefit of the Seller under Section 17., Construction of Public Improvements
by Buyer, Section 18., Platting, Section 19., Vacation of Van De Populier and Section 15., Default and
Remedies, shall survive and not be merged into the closing of the sale of the Property to Buyer but shall
continue to operate for the benefit of both the Seller and the Buyer.
28. ASSIGNMENT: Buyer shall have the right to assign its rights and interests under this Contract to
another party or parties effective on the same day as, but prior to, the actual closing of the purchase of the
Property without the approval or consent of the Seller, provided that any such assignment or sale shall
expressly state that such assi�mment or sale shall be subject to the rights and interests of the Seller under
this Contract.
29. GOVERNING LAW: This Contract shall be construed and interpreted under and in accordance
with the laws of the State of Missouri.
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CAREFULLY READ Tf� TERMS HEREOF BEFORE SIGNING. WHEN SIGNED BY ALL
PAR'I�S, THIS DOCUMENT BECOMES PART OF A LEGALLY BINDING CONTRACT. IF
NOT UNDERSTOOD, CONSULT AN ATTORNEY BEFORE SIGNING. TI� PARTIES
EXECUTING THIS CONTRACT REPRESENT AND WARRANT THAT THEY ARE
LEGALLY AUTHORIZED TO EXECUTE THIS CONTRACT.
SELLER:
ARGO DEVELOPMENT COMPANY
7902 N.W. Scenic Drive
Weatherby Lake, Missouri 64152
i
By. T ,9� " �G� �.��
Douald P. Coleman
Date: ���`'���
�
BUYER:
THE CITY OF RIVERSIDE, MISSOURI
2950 NW Vivion Road
Riverside, Missouri 64150
�
By: '�
David Blackburn, City Administrator
Date: � �— l I � Q
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LIST OF E?CiIIBITS
EXEIIBIT A
Legal DescripHon of Sale Land
E?CfIIBIT B
Map/Illustration ott6e Sale Properly
EXFIIBIT C
I,egal Description of Right Of Way
EXEIIBIT D
Map/Illustration of Right Of Way
EXFIIBTI' E
Right of First Refusal Tract Map/IRustration
EXIIIBTI' F
Rig6t of First Refusal Agreement
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EXHIBIT A
PROJECT NAME: 25 ACRE DEVELOPMENT TRACT
LOCATION: SEl/4, FRACTIONAL SECTION 6, TSON, R33W,
RIVERSIDE, PLATTE COUNTY, MISSOURI
OWNER: DONALD P. & DIANE J. COLEMAN
TRACT NUMBER: COLEMAN PART OF 25 ACRE TRACT
DATE: NOVEMBER 1Q 2010
COLEMAN PART OF 25 ACRE DEVELOPMENT TRACT DESCRIPTION
A TRACT OF LAND LYING IN LOT 4, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE
ROBERTS"-DECEASED, A SUBDIVISION IN THE CITY OF RIVERSIDE, PLATTE COUNTY,
MISSOURI, ACCORDING TO THE RECORDED PLAT THEREOF, AND LOCATED IN THE
SOUTHEAST QUARTER OF FRACTIONAL SECTION 6, TOWNSH[P 50 NORTH, RANGE 33 WEST,
BEARINGS ARE REFERENCED TO GRID NORTH OF THE MISSOURI STATE PLANE
COORDINATE SYSTEM, 1983, WEST ZONE, AND BEING MORE PART[CULARLY DESCRIBED
AS FOLLOWS:
COMMENCING AT THEi SOUTHEAST CORNER OF SA1D SOUTHEAST QUARTER OF
FRACTIONAL SECTION 6, TSON, R33W, BEING A FOUND #6 IRON BAR IN MONiJMENT BOX,
PER CERTIFIED LAND CORNER DOCUMENT NUMBER 600-61555; THENCE N89°23'44"W
ALONG THE SOUTH LINE OF SAID SOUTHEAST QUARTER, A DISTANCE OF 1056.21 FEET TO
THE SOUTHWEST CORNER OF SAID LOT 4, PLAT OF THE PARTITION OF THE "ESTATE OF
GEORGE ROBERTS"-DECEASED; THENCE N00°22'S0"E ALONG THE WEST LINE OF SAID LOT
4, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED", A
DISTANCE OF 777.65 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING
N00°22'S0"E ALONG SAID WEST LINE OF LOT 4, A DISTANCE OF 1060.06 FEET TO A POINT
ON THE SOUTHERLY LINE OF THE PROPERTY DESCRIBED IN WARRANTY DEED, BOOK 722,
PAGE 146 AND RECORDED AT THE PLATTE COUNTY, MISSOURI RECORDER OF DEEDS
OFFICE IN PLATTE C[TY, MISSOURI; THENCE S65°22'S3"E ALONG SAID SOUTHERLY L1NE, A
DISTANCE OF 426.45 FEET; THENCE S00° 16' 14"W, A DISTANCE OF 886.52 FEET; THENCE
N89°23'44"W, A DISTANCE OF 390.56 FEET TO THE POINT OF BEGINNING. SUBJECT TO ALL
EASEMENTS AND RESTRICTIONS OF RECORD. THE TRACT DESCRIBED ABOVE CONTAINS
379,222 SQUARE FEET OR 8.7057 ACRES, MORE OR LESS.
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EXHIBIT C
PROJECT NAME: 41 STREET R/W — 80 FEET
LOCATION: SEl/4, FRACTIONAL SECTION 6, TSON, R33W,
RIVERSIDE, PLATTE COUNTY, MISSOURI
OWNER: DONALD P. & DIANE J. COLEMAN
TRACT NUMBER: RW80rev
DATE: NOVEMBER 18, 2010
REVISED 41 STREET PERMANENT SO' RIGHT-OF-WAY DESCRIPTION
A TRACT OF LAND LYING IN LOTS 4 AND 5, PLAT OF THE PARTITION OF THE "ESTATE OF
GEORGE ROBERTS°-DECEASED, A SUBDIV[S[ON IN THE CITY OF RIVERSIDE, PLATTE
COUNTY, MISSOURI, ACCORDING TO THE RECORDED PLAT THEREOF, AND LOCATED IN
THE SOUTHEAST QUARTER OF FRACTIONAL SECTION 6, TOWNSHIP 50 NORTH, RANGE 33
WEST, BEARINGS ARE REFERENCED TO GRID NORTH OF THE MISSOURI STATE PLANE
COORDINATE SYSTEM, 1983, WEST ZONE, AND BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID SOUTHEAST QUARTER OF
FRACTIONAL SECTION 6, TSON, R33 W, BEING A FOUND #6 [RON BAR IN MONUMENT BOX,
PER CERTIFIED LAND CORNER DOCUMENT NUMBER 600-61555, ALSO BEING THE
SOUTHEAST CORNER OF SAID LOT 5, PLAT OF THE PARTITION OF THE "ESTATE OF
GEORGE ROBERTS"-DF,CEASED; THENCE N00°29' 1 P'E ALONG THE EAST LINE OF SAID
SOUTHEAST QUARTER OF FRACTIONAL SECTION 6, ALSO BEING ALONG THE EAST LINE
OF SAID LOT 5, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-
DECEASED, A DISTANCE OF 498.90 FEET TO THE PO1NT OF BEGINNING; THENCE
N89°35'34"W, A DISTANCE OF 30.03 FEET; THENCE NORTHWESTERLY ALONG A CURVE TO
THE RIGHT, TANGENT TO THE LAST DESCRBED COURSE, HAVING A CENTRAL ANGLE OF
33°06'S9" AND A RADIUS OF 480.00 FEET, FOR AN ARC DISTANCE OF 277.44 FEET TO THE
POINT OF TANGENT; THENCE N56°28'35"W, A DISTANCE OF 100.00 FEET; THENCE
NORTHWESTERLY ALONG A CURVE TO THE LEFT, TANGENT TO THE LAST DESCRBED
COURSE, HAVING A CF,NTRAL ANGLE OF 32°55' 10" AND A RADIDS OF 420.00 FEET, FOR AN
ARC DISTANCE OF 24131 FEET TO THE POINT OF TANGENT; THENCE N89°23'44"W, A
DISTANCE OF 453.1 S FfiET TO A POINT ON THE WEST LINE OF SAID LOT 4, PLAT OF THE
PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED; THENCE N00°22'S0"E
ALONG SAID WEST LINE OF LOT 4, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE
ROBERTS"-DECEASED, A D[STANCE OF 80.00 FEET; THENCE S89°23'44"E, A DISTANCE OF
453.49 FEET; THENCE SOUTHEASTERLY ALONG A CURVE TO THE RIGHT, TANGENT TO THE
LAST DESCRBED COURSE, HAVING A CENTRAL ANGLE OF 32°55' 10" AND A RADIUS OF
500.00 FEET, FOR AN ARC DISTANCE OF 28728 FEET TO THE POINT OF TANGENT; THENCE
S56°28'35"E, A DISTANCE OF 100.00 FEET; THENCE SOUTHEASTERLY ALONG A CURVE TO
THE LEFT, TANGENT TO THE LAST DESCRBED COURSE, HAVING A CENTRAL ANGLE OF
33°06'S9" AND A RADIilS OF 400.00 FEET, FOR AN ARC DISTANCE OF 231.20 FEET TO THE
POINT OF TANGENT; THENCE S89°35'34"E, A DISTANCE OF 3014 FEET TO A POINT ON THE
EAST L[NE OF SAID SOUTHEAST QUARTER OF FRACTIONAL SECTION 6, ALSO BEING A
POINT ON THE EAST LfNE OF SAID LOT 5, PLAT OF THE PARTITION OF THE "ESTATE OF
GEORGE ROBERTS"-DECEASED; THENCE S00°29' 11"W ALONG SAID EAST LINE OF THE
SOUTHEAST QUARTER AND ALONG SAID EAST LINE OF LOT 5, A DISTANCE OF 80.00 FEET
TO THE POINT OF BEGINNING. SUBJECT TO ALL EASEMENTS AND RESTRICTIONS OF
RECORD. THE TRACT DESCRIBED ABOVE CONTAINS 88,162 SQUARE FEET OR 2.0239 ACRES,
MORE OR LESS.
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EXHIBIT F
RIGHT OF FIRST REFUSAL AGREEMENT
RIGHT OF FIRST REFUSAL, granted by THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, hereinafter collectively called the
"Grantor" to ARGO DEVELOPMENT COMPANY, its successors and assigns, hereinafter
collectively called the "Grantee".
1. Grant of Right of First Refusal. In consideration of the sum of $100.00 paid by the
Grantee to the Grantor, the receipt of which is hereby acknowledged, the Grantor hereby
grants to the Grantee an exclusive right of first refusal to purchase the premises (herein
called the "Premises") legally described in Exhibit A annexed hereto, upon the terms and
conditions designated herein.
2. Exviration Date. This Right of First Refusal Agreement, (herein called the
"AgreemenY') shall terminate upon the earlier to occur of the following two events:
A. The Grantee's failure to exercise the right of first refusal, as described below, and
Grantor accordingly conveys the Premises to another party within the terms of this
agreement;
B. Five years from the date of execution of the Agreement.
3. L-385 Levee Taac Increment Financing District. The par[ies acknowledge that the
Premises is located within the L-385 Levee T� Increment Financing District (hereinafter
the "TIF DistricY') and development is governed by the terms of the L-385 Levee
Redevelopment Plan, as amended (hereinafter the "Redevelopment Plan"). Grantor has
acquired the Premises and other property within the TIF District far the purpose of
facilitating econo�nic development within the Horizons Development azea and that
Grantee currently owns real property adjacent to the Premises. Nothing contained herein
is intended to inhibit the ability of Grantor to utilize its property in the best interest of the
City for the purpose of facilitating economic development within the Horizons
Development azea, subject to the rights granted to Grantee by this Agreement.
4. Deed of Trust and Securitv Ag,reement. The parties further acknowledge the Premises is
subject to the terms of a Deed of Trust and Security Agreement dated May 9, 2007 which
provides certain rights and obligations to the Trustee and bond holders in connection with
the issuance of Industrial Development Revenue Bonds known as the Series 2007A
Bonds and the Series 2007B Bonds (hereinafter the "2007 Bonds"). Nothing contained
herein shall affect the lien and security interest created by the Deed of Trust and Security
Agreement dated May 9, 2007.
5. Financina and Coo�eration Agreement. The parties further acknowledge the Premises is
subject to the terms of a Financing and Cooperation Agreement dated May 1, 2007 which
provides certain rights and obligations to the Trustee and bondholders in connection with
the 2007 Bonds. Nothing contained herein shall affect the rights or obligations granted
under such Financing and Cooperation Agreement.
6. Notice of Offer or Purchase and Development Aereement.
In the event Grantor desires to sell the property to any third party without a development
project containing project performance guazantees (herein called the "Offer"). Grantor
shall first offer the Premises to Grantee in writing on the same terms and conditions to
Grantee as aze offered by the third party.
In the event the Grantor desires to sell the property to a third party to facilitate the
construction of a specific economic development project, the Grantor shall first offer the
Premises to Grantee in writing on the same terms and conditions as aze offered the third
party plus the monetary value of any public improvements constructed by the third party
and the economic value of the project constructed by the third party for repayment of the
2007 Bonds (herein called the "Purchase and Development AgreemenY'). The Grantor
shall have no obligation to grant or seek economic development incentives from third
parties for or on behalf of Grantee.
Grantor will notify Grantee in writing by certified mail, return receipt requested, at 7902
N.W. Scenic Drive, Weatherby Lake, Missouri 64152 of any bona fide Offer or Purchase
and Development Agreement which Grantor intends to accept and enclose a copy of said
Offer or proposed Purchase and Development Agreement therewith. Grantee shall have
60 days from the date on which it was provided written notice of the Offer or Purchase
and Development Agreement during which to accept said offer and provide a written
performance guazantee to the Grantor that it has the ability to comply with the terms of
the Offer or Purchase and Development Agreement. If Grantee desires to purchase the
premises upon the terms and conditions stated in the Purchase and Development
Agreement, the right of first refusal shall be exercised by the Grantee by written
acceptance and performance guazantee in the form of a Performance Bond or Letter of
Credit signed by the Grantee and sent by registered mail, return receipt requested, to the
Grantor at the following address: 2950 N.W. Vivian Road, Riverside, Missouri, Attn:
City Administrator. If Grantee desires to purchase the premises upon the terms and
conditions stated in the Offer, the right of first refusal shall be exercised by the Grantee
by written acceptance signed by the Grantee and sent by registered mail, retum receipt
requested, to the Grantor at the following address: 2950 N.W. Vivian Road, Riverside,
Missouri, Attn: City Administrator. Grantee's written acceptance must be received by
the Grantor on or before the 60`� day from the date on which Grantor was provided
written notice of the Sales Contract and such shall satisfy the above 60 day acceptance
period requirement. If Grantor does not receive written notice Grantee has accepted said
offer during said period and has the ability to comply with the terms of the Offer or
Purchase and Development Agreement, Grantor shall be free to accept the third party
offer. If Grantor does not enter into an agreement with the third party on for the same
purchase price and on substantially the same terms and conditions disclosed to Grantee
and close the transaction within 150 days from the date on which Grantee received notice
of the Offer or Purchase and Development Agreement, Grantor's right to sell the
Premises to the third party shall expire and the procedure described above in this Section
sha11 again be applicable.
Z
7. Failure to Exercise Right of First Refusal. If the Grantee does not exercise this right of
first refusal herein provided, the sum of $100.00 paid by the Grantee hereunder shall be
retained by the Grintor, free of all claims of the Grantee, and neither par[y shall have any
fixrther rights or claims against the other.
8. �xercise of Rig,ht of First Refusal. If the right of first refusal is exercised as herein
provided, the Grantor and the Grantee will respectively, as seller and purchaser, perform
the obligations set forth in the Offer or Purchase and Development Agreement to be
performed by the seller and purchaser therein.
9. Assi�nment. The right of first refusal and all rights hereunder shall not be assignable by
either party, provided that, the rights hereunder may be assigned by Grantee to any
affiliated entity or subsidiary in which Grantee has at least a 50% ownership.
10. Kenresentations. Grantor represents to Grantee that it has full authority to enter into this
Right of First Refusal Agreement.
11. Recordin¢. Grantor and Grantee each agree that this document sha11 be recorded with the
Recorder of Deeds of Platte County, Missouri; however, failure to do so shall not
invalidate the other terms and conditions of this document.
IN WIT'NESS WHEREOF, the Grantor and Grantee have signed and acknowledged this
Right of First Refusal.
"GRANTEE"
ARGO DEVELOMPMENT COMPANY
By:
Name:
Title:
"GRANTOR"
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF RIVERSIDE,
MISSOURI
By:
Name:
Title:
3
STATE OF )
)ss
COUNTY OF )
I, the undersigned, a notary public in and for said County, in the State aforesaid, do
hereby certify , as of THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a
, to me personally known, who being duly sworn did say that
is the of Grantor in the foregoing First Right of Refusal, and said
acknowledged said First Right of Refusal to be the free act and deed of
said
Given under my hand and official seal, this day of ,2010.
Notary Public
My Commission Expires:
STATE OF )
)ss
COUNTY OF )
I, the undersigned, a notary public in and for said County, in the State aforesaid, do
hereby certify , as of ARGO DEVELOPMENT
COMPANY, a Missouri corporation, to me personally known, who being duly sworn did say
that he is the _ of Grantee corporation in the foregoing First Right of Refusal, and
said acknowledged said First Right of Refusal to be the free act and deed
of said corporation.
Given under my hand and official seal, this day of ,2010.
Notary Public
My Commission Expires:
4
EXHIBIT A
Legal Description of Premises
PROJECT NAME: 41 STREET — SOUTH CITY REMNANT
LOCATION: SEl/4, FRACTIONAL SECTION 6, TSON, R33W,
RNERSIDE, PLATTE COUNTY, MISSOURI
OWNER: CITY OF RIVERSIDE, M[SSOURI
TRACT NUMBER: CITY SOLJTH REMNANT
DATE: NOVEMBER 18, 2010
CITY REMNANT OF LOT 3(SOUTH OF 100' R/Wl DESCRIPTION
A TRACT OF LAND LYING IN LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE
ROBERTS"-DECEASED, A SUBDIVISION OF LAND IN THE CITY OF RIVERSIDE, PLATTE COUNTY,
MISSOURI, ACCORDING TO THE RECORDED PLAT THEREOF, AND LOCATED IN THE SOUTHEAST
QUARTER OF FRACTIONAI, SECTION 6, TOWNSH[P 50 NORTH, RANGE 33 WEST, BEARINGS ARE
REFERENCED TO GRID NORTH OF THE MISSOURI STATE PLANE COORDTNATE SYSTEM, 1983, WEST
ZONE, AND BEING DESCRIBED AS FOLLOWS:
ALL THAT PART OF THE SOUTH 677.65 FEET OF SAID LOT 3, PLAT OF THE PARTITION OF THE
"ESTATE OF GEORGE ROBI'sRTS°-DECEASED, AS MEASURED AT RIGHT ANGLES TO THE SOUTH
LINE OF SAID LOT 3, ALSO BEING THE SOUTH LINE OF SAID SOUTHEAST QUARTER OF
FRACTIONAL SECTION 6, TSON, R33 W. SUBJECT TO ALL EASEMENTS AND RESTRICTIONS OF
RECORD. CONTAINING 358,201 SQUARE FEET OR 8.2232 ACRES, MORE OR LESS.
5