HomeMy WebLinkAbout2010-094 Purchase and Development 4101 Mattox Rd RESOLUTION NO. R-2010-094
A RESOLUTION AUTHORIZING, RATIFYING, AND CONFIRMING EXECUTION OF A
PURCHASE AND DEVELOPMENT AGREEMENT IN CONNECTION WITH THE
TRANSFER AND DEVELOPMENT 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
Purchase and Development Agreement associated with the sale, development and construction
of public improvements related to property located at or near 4101 Mattox Road, Riverside,
Missouri 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 Purchase
and Development Agreement to sell the property located at or near 4101 Mattox Road,
Riverside, Missouri in substantially the same form as attached hereto as Exhibit "A" and the
City Clerk is authorized to attest thereto, and a�l 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 Agreement and to effectuate the rights
and obligations of the City contemplated therein.
PASSED AND ADOPTED by the Board of Aldermen and APPROVED by the Mayor
of the City of Riverside, Missouri, the 14� day of December, 2010.
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� -- hleen L. Rose, Mayor
ATf EST:
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Robin Littrell; City Clerk
Approve to Form:
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a c mps , City Attorney
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PURCHASE AND DEVELOPMENT AGREEMENT
TH[S AGREEMENT has been made as of 15�' day of December, 2d10, by and between I
Hoover Universal, inc., a corporation organized and existi�g under the laws of the State of Michigan
("Company"}, and fhe City of Riverside, Missouri, a municipal corporatian, {"City").
WITNESSETH:
WHEREAS, the Company on November 17, 2010 filed with the City Clerk of Riverside a Pian
for Industria( Development proposes to construct a 175,000 square foot manufacturing facility with the �
capacity to expand up to 240,000 square feet together with related improvements (collective(y, the
"Project") on an undeveloped parcel of land described in Exhibit "A" attached hereto and
incorporated herein by this reference (the "Property") located at the NE comer of to be constructed
NW 49 Street and Mattox Road within the City, together wifh an Application for Chapter 100
financing (the "Application and
WHEREAS, the Company anticipates that the Project when operational will provide significant
economic benefits to the City by employing approximately 240 people af an average annual salary of
$50,065 and by generating sign'rficant real estate tax revenues for the taxing jurisdictions wherein the �
Prope�ty is located; and i
WHEREAS, the Property has been vacant for many years and is difficult and slow to develop
due to, among other facfors, historic flooding and the need to import fill in order to construct any �
structures on the Property; and !
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WHEREAS, in order to develop the Property and construcf the Projeck, the Campany, in �
coardination and partnership with the City, will incur significant costs including costs for items that will �
become public improvements belonging to ihe City or inunng to the benefit of the City and its cifizens i
and for items that are for a public purpose and that benefi# the City and its citizens; and !
WHEREAS, the City and Company desire fo enter into this Agreement whereby the Company, ;
among other things, agrees to purchase the Properfy and construct the Project, and the Cify, among '
other things, will agree to construct certain public improvements providing roadway access and a '
sanitary sewer main to the Properfy; and
WHEREAS, fhe City and Corripany furfher desire to provide for the development of the �
Property by Company in generaf conformance with the Site Development Plan attached hereto as �
Exhibit "B"; and �
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WHEREAS, the City is authorized to enter into this Agreement with the Company pursuant to �
the provisions of Section 70.210 et se . RSMo; i i
NOW, THEREFORE, to improve, maintain and revitalize commercial and business activity in
the Cify hy assuring apportunities for development and attracting sound and stable business growth, �
to promote the public interest and to enhance the tax base of the City and to induce the Company to '
undertake the Project and in consideration the mutual covenants and agreements herein set forth, the '�
City and fhe Company do hereby covenant and agree as follows: ,
1. Items Incorporated in This Agreement. The provisions of the Plan of Industrial
Developmenf, as amended, and the provisions of Chapter 100 R.S.Mo., as amended th�ough the
date of this Agreement, the Trust Indenture, the Lease Agreement, the Performance Agreement, the
Tax Compliance Agreement and ofher documents related to issuance of the Chapter 100 Financing
and Recovery Zone Facility Bonds (collectively, "Bond Documents") (a copy of which, together with
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any revisions, is on file at ihe office of the City Clerk) are hereby incorporated herein by reference and
made a part o# this Agreement. To the extent this Agreement is inconsistent with such documents,
the terms and provisions of such documenfs shall prevail. '
2. Purchase of the Proparty. Company agrees to purchase from City, on the terms and subject
to the conditions set forth in this Agreement and the Bond Documents, a 25 acre �arcel of real estate
Iocated generally at the NE corner of Mattox Road and to be constructed NW 41S Street iri the City of
Rivers9de, Missouri, as legally described on Exhihif "A" attached to this Agreement, together
easements, hereditaments, and appurtenances associated with that real estafe (collectively, the
"Property"}. Gampany shall not assume any liabilities of City, except as expressly cEescribed herein.
3. Purchase Prtce. The Purchase Price for the Property shall be One Million Six Hundred Fifty-
five Thousand Two Hundred Eighty dollars ($1,655,280.00) ("Purchase Price"), which Company
agrees to pay to City as #ollaws:
a. Seven Hundred Sixty-two Thousand Three Hundred Dollars ($762,300.00) wi#hin 72 hours
after the date the bonds contemplated by the Bond Documents are issued (the "Bond �
Closing Date").
b. The remainder of the Purchase Price, Eight Hundred Ninety-two Thousand Nine Hundred
Eighfy Dollars {$892,980.00) shafl be paid upon completion and acceptance of all fill and
grading activities on the Project Site by City pursuant to Section 13 of this Agreement and
delivery of the Project Site by the City to Company.
4. Title; Survey.
a. At the conclusion of the lease term set forth in the Bond Documents, City agrees to convey
good and marketable title to the Property to Company by a special warranty deed ("Warranty
Deed"), sub}ect only to the exceptions and encumbrances that are permitted by this
Agreement (°Permitted Encumbrances") and the terms and conditions of this Agreement
re(ating to transter of titfe to the Property. City shall, at its sole cost and expense, deiiver to !
Company within five (5) days after the Effective Date (defined below), a commitment ("Title
CommitmenY') to issue an owner's title insurance policy insuring Company in the amount of '
the Purchase Price to be issued through First American Title Insurance Company (the "Title
Company"), which shall be in a form appraved by the American Land Title Association
("AL7A") and acceptable to the Company. The Title Commitment shall include the following
endorsements to the title insurance policy: ALTA 17.1-06 (Indirect Access and Enfry),
ALTA 18.9-06 (Multiple Tax Parcel), AL7A 22-06 (Location), ALTA 9.1�06 (Restrictions,
Encroachments, Minerals—Owner's Policy-Unimproved Land) or ALTA 9.2-06
{Restrictions, Encroachments, Minerals—Owner's Policy-Unimproved Land), ALTA 3-06
{Zoning). The Title Commitment must show good and marketable title to the Property to be in_
Cify's name, subject onfy to beneficial easements and restrictions of record that will not
materially interFere with or with Company's intended use of the f'roperty.
b. Company may obtain, at Company's expense, a staked survey of the Property which locates
the boundaries of the Property, all improvements on the Property, any easernents, or rights af
way affecting vr benefiting the Property and any encroachments across the baundaries af the
Property fhat is in form and substance acceptable to Company and Company's lender, if any,
including, without limitaiion, fhe form of certification ("Survey"), together with a newly created
metes and bounds legal description, prepared by the surveyor, to more particularly describe
the Prope�ty.
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c. Company shall notify City within ten (10) days affer Company's receipt of the Title
Commitment, and Iegible copies of all documents listed in the Title Commitment, if there are
any exceptions not permitfed by this Agreement or if the Survey shows any deviation from '
apparent boundaries or represented acreage, flood hazard area, encroachment, or condition �
that poses a problem for Company's lender, if any, or ihat, in Cornpany's reasonabie I
judgment, could interfere with Company's intended use of the Property (individually and j
collectively, a"Defect"). City shall remove each Defect at City's expense within twenty (20) �
days after Company's written notice of the Defect to City. In addition, City shall satisfy the
requirements attributable to City set forth in fhe Titfe Commitment on or before the Bond
Closing Date. If City fails or refuses to remove any Defect, fhen Campany may cure any
Defect thai is capable of being cured or safisfied by the payment of a sum certain, deducting
such surn{s) fram the remaining Purchase Price otherwise payable to City hereunder.
5. City's Representations and Warranties. City represents and warrants to Company, which
representations and warranties shall be true to the closing date, as follows:
a. There are no pending or, to the best of City's knowfedge, threatened condemnation �
proceedings against the whole or any part of the Property; i
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b. There are no daims, litigation, proceedings, inquiries, investigations, or disputes pending or, �
to the best of City's knawledge, threatened against or relating to the Property; i
c. City has at al! times operated the Property in compliance with all applicable laws, ordinances,
orders, codes, rules, regulations, building and use restrictions, and other legal requirements,
including, without limitation, City's timely application for, possession of, and compliance with
all applicable environmental permits {collectively, "Applicable Law"), and, to the best of City's
knowledge, the Property is free and clear of all violations of Applicable Law;
d. City, ihrough the person(s) executing this Agreement, has full power and authority to enter
into this Agreemenf, and to assume and perform all of City's obligations under this Agreement; �
e. To the best of City's knowledge, there has been no production, generation, use, slorage,
transport, treatment, spill, release, infiltration, or disposal at the Property or, any adjoining I
property o# any hazardous substance or solid or hazardous waste (as those terms are defined j ,
in applicable federal and state environmental protection laws and regulations, including,
without limitation, petroleum and its derivatives, polychlorinated biphenyls, radon gas, urea
formaldehyde foam insulation and asbestos (collectively, "Hazardous Substances"), except i
as may be disclosed by any environmental assessment report obtained by Company;
f. To the best of City's knowledge, no Hazardous Substance is present on, in, or under the '
Property in a guantify or concentration that would give rise to a claim of liability against any `
person under Applicable Law, except as disclosed by any environmental assessment report �
obtained by Company;
g. There are not now, and to the best of Gity's knowledge, never have been, any aboveground or
underground storage tanks at the Properly;
h. There is no pending or, to the best of City's knowledge, proposed special assessment �
affecting or which may affect the whole or any part of the Property other than special i
assessments of The Riverside Quindaro Bend Levee District; I
i. City has and can deliver io Company good and marketable title to the Property, subject only io
the Permitted Encumbrances;
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j. The Property has legal and physical access from a publicly dedicated and improved right-of- E
way and City has agreed it wiil construct new right of way to provide additionaf public access
to the premises connecting ihe Property to Horizons Parkway; '
k. City represenfs that City is not a foreign person as described in the Foreign Investment in �
Real Property Tax Act and agrees to deliver a certificate at Property Closmg to that effect I
which shall contain City's tax identification number; and
I. Ali necessary actions to approve, execute, deliver, and perform ihis Agreement has been
taken by City, and this Agreement is the valid and binding obligafion of City, enforceable
against City in accordance with its terms. '
To the extent ailowed by law, and without waiving or forfeiting any right to claim sovereign immunity,
City shall hold Company harmless and indemnify Company from and against any loss, including,
without limitation, reasonable attorneys' fees, incurred by reason of City's breach of any of the
foregoing representations and warranties.
6. Buyer's Representations and Warranties. Company represents and warrants to City, which
representations and warranties shall be true to the closing date, as follows:
a. The Company is a corporation duly organized in the State of Michigan and authorized to
transact business in the State of Missouri;
b. The Company has the power and authority to enter into this Agreement and to carry out its
obligations hereunder and has duly authorized the execution, delivery and performance of this '
Agreement by proper action of its board of directors;
c. The Company would not be able to construct the Project or any Public Improvements but for
the execution of this Agreement and receipt of the tax abatement andlor oiher financiai
assistance contemplated to be provided to Company by fhe City and the State of Missouri
and, except as otherwise herein provided, performance hereunder is expressly coniingent
upon approval and receipt of such assistance.
7. Contingencies to Purchase of the Property. The obligation of Company to Purchase the
Property shall be contingent upon:
a. All representations and warranties of City set forth iri this Agreement will in all materiaf
respects be true as of the Bond Closing Date;
b. City having timely performed and complied in all material respects with all covenants,
obligations, and agreem�nts to be perFormed or complied with by City on or prior to the Bond
Closing Date;
c. Company's satisfaction, subject to the Permitted Encumbrances, with the environmental
condition of #he Property, the condition of title fo the Property and the results of all tests, �
inspections and examinations on the Property. ;
Except as ofherwise set forth herein, Company shall promptly commence and proceed diligen#ly and '
in a reasonable manner to atfempt to satisfy each of the contingencies sef forth above, at Company's �
expense and City agrees to cooperate in such endeavor. If Company is unable to safisfy one or more '
of the contingencies, and is not willing to waive the contingency(ies), then Company may terminate 1
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this Agreement, provided such termination is communicated, in writing to City, on or before the Bond
Closing Date,
8. Chapter 100 Lease Agreement. The Parties acknowledge they have or wi(I enter into a �
Lease Agreement whereby the Ciiy will retain ownership of the Property during the lease term and i
Company will lease it from City pursuank to the terms of a Trust indenture, Lease f�qreement, I
Performance Agreement, and such other documents related to issuance of the Chapter 100 I
Financing to enable the Company to consiruct the Project Impravements. The Purchase Price for the '
Property shall be paid to City as set forth in Section 3 of this Agreement, regardless of the date title to
the Property is transferred to Company under such Bond Documents.
9. Property Closing.
a. The Property Closing shall take place at the end of the lease term set forth in the Bond
Documents, or such date as is mutually agreed upan by City, Company and all inferested
pa�ties to the Bond Documents (ihe "Property Closing"). Within these limitations, the closing
shall take place at such time and place and on such date as shall be specified by Company on �
at least five days notice to City, or in ihe absence of such notice, at 10 a.m. on the last day i
permifted for closing, at the offices of a title company designated by Campany.
b. At the Properfy Closing, Cify shall execute and deliver the following:
(i) The Special Warranty Deed, in recordable form;
(ii} If requested by Company, a quit claim deed that legally describes the Property as
provided in any survey prepared by Company pursuant to Section 4 of this Agreement;
(iii) A closing statement setfing forth any closing adjustments;
(iv) Affidavit(s} in the form prescribed by the titEe company for the removal of its standard
printed exceptions;
(v) An ordinance or other evidence of authorization of the Purchase acceptable fo the title
company; i
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(vi} A certificate of non-foreign status; and
(vii) Any other documents reasonably necessary or legally required to evidence the
Purchase.
a. At the Property Closing, City shall deliver, or cause to be delivered, the following: �!
{i) Actual physical possession of the Property; and
(ii) An ALTA owner's title insurance policy in the amount of the Purchase Price which shall
insure Company's tifle as set forth herein.
a. Af the Property Closing, Company shall execute and/or deliver the folfowing:
(i) A closing statement setiing forth closing costs and adjustments; and
(ii} Any other documents reasonably necessary or fegally required to evidence the 1
Purchase.
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a. At the Property Closing, City shail pay all recording and filing costs in connection with curing
its title to the Property and the title insurance premium for Company's owner's policy of title �
insurance including, fees for any title insurance endorsement(s) required under this
Agreemeni. Company shall pay the recording fee for the Warranty Deed. City and Company
shall each pay one-half of any closing fee charged by the title company conducting the
closing. i
10. Taxes and Assessments. All real estate and personaf property taxes and special
assessments wilh respect to the Property, whether or not payable in installments or deferrabfe
without penaity or interest to a lafer date, that first become due and payable or in the case of special
assessments, a lien upon the Property, on or before the Bond Closing Date, or which are assessed �
retroactively far the period of time prior to the Bond Closing Date, shall be prorated on a calendar
year basis. Except as otherwise provided in the Bond Documents, Company shall be responsible for
payment of all taxes and assessments with respect fo the Property following the Bond Closing Date.
11. Real Estate Brokers. City and Company each agrees and represents to the other that no i
brolcer is involved in the purchase or sale of the Property who is entitled to a commission; however,
each party resenres the right io compensa#e a real estate broker or other agent for services
associated with the transaction. If a broker makes a claim for remuneration in connection with the
Purchase, City and Company each shall indemnify and hold harmless the other from any amount that
the other may be required to pay to a broker thaf the other did not retain, including, without limitation,
reasonable attorneys' fees expended to defend against such claim to the extent allowed by faw.
12. Const�uctian of Puhlic Improverrients by City. No later than September 30, 20'f 1, the C'rty ',
will cause to be consiructed, at its own expense, and at no expense to the Company, the following i
public improvements: �
a. An extension of NW 41s Street construcked as a fhree lane roadway a{ong the southern
border of the Property to connect Mattox Road and Horizons Parkway; and
b. A new sanitary sewer main extending from the sanitary sewer lift station consfructed by Ciiy at �
the NE corner of the Horizons Development area afong NW 41 g Street to the SW corner of the
Project Site, which will be the intersection of NW 41 Street and Mattox Road. I
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City shall be responsible for securing any rights-of-way or easement rights necessary to construct the '�
Public Improvements. The City shall permit the Company to access NW 41 Street from the ;
Property, subject to submission and approval of a Site Development Plan as required by City Code. �
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13. Site Grading to be Performed by City. The City shall deliver the Property to Company i
within sixty (60) days following the Effective Date of this Agreement site pad ready including rough I
grading and compacted fill on the Project Site to an elevation of 750' for construction of the Project
Improvements by Company. The fi11 activities of the City on the Project Site shall be limited to a �
.maximum of 125,000 cubic yards of suitable fill materials compacted to 95% modified Proctor.
14. Construction of Site impro�ements by Company. Subject to the contingencies set forth in
this Agreement, in accordance with the terms and conditions of the Pfan of Industrial Development,
this P and the Bond Documents, Company hereby agrees to develop the Property and
construc# the Project in substantially the same form as set forth in the Sife Deve{opment Plan,
attached hereto as Ekhi6lt "B" and made a part hereof by reference. The Project shall be deemed
to be in compliance with the terms of this Agreement so long as all improvements combined do not
vary from the square footage sfafed in the Plan by more than 10% and are in substantial compliance �
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with the Site Development Plan. Approval of any Project plans hereunder is solely for purposes of
this Agreemeni and shall not constitute approval for any other City purpose.
15. Dfher Approvals Required. Notwithstanding anything contained herein to the contrary, the
obligations of Company contained herein to construct the Project and the abligations of City to
perform site grading and construct the Public Improvements are contingent upon the following
actions, none ofi which shall be unreasonably withheld if required to be approved by the other party:
a. Submission of a Site Development Plan by the Company to the City for development review
and approval of such plan by the City;
b. Submission of art application and requirecf drawings for issuance of a building permit by the
Company and approval of such permit by the City;
c, Submission of an application for Chapter 100 Financing by Company and approval of Chapter
100 financing and tax abatement, or ihe substantial equivalent thereof by the City;
d. Allocation of $20,000,000 in Recovery Zone Facility Bands by the State of Missouri and
issuance of such bonds;
e. Award of a Community Development Block Grant (CDBG) by the State af Missouri in an
amount not less than $1,100,000 for the construction of public improvements by the City; I
f. Approval by the Missouri Development Finance Board to utilize the Missouri BU1LD Program
to issue $1,500,000 in bonds, which would provide approximately $2,295,308 in tax credits to
be used ta finance pu6lic or private infrastructure to support the project, upon submission of
an appiication by Company;
g. Approval of a Sa(es Tax Exemption for machinery, equipment and building materiais
incorporated into the Project; and
h. A waiver oP all City permit and impact fees associated with developmenf approvals, including I
City fees associated wifh building and construction activities; and �
i. The City obtaining good and marketable iitle to the Property, subject only to Permitted �
Encumbrances. �
Both Company and City affirm neither party wauld be able fo construct the irnprovements on the I
Property set forth herein without the financial assistance provided by the State of Missouri and the :
City of Riverside and the Project construcfion is dependent on receipt of such assistance. i
16. Platting of the Property. Within ninety (90} days after the Bond Closing Date, City agrees to �
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initiate and pay all costs associated with surveying, preparation, presentation, approval and filing of a ;
plat encompassing the Property. Such Plat shall be prepared in conjunction with the survey and !
platting of additiona{ property owned by City and Argo Development Gompany adjacent to the �
Property and located between Horizons Parkway and Mattox Road. Company agrees to review the
plat and cooperate in the platting of such property by executing all appropriate and reasonable
documents necessary or incidental to the preparation and filing of such pfat.
17. Default and Remedies. !
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City or Company shall be in default under this Agreement if either fails to comply with any materia{
covenant, agreement or obligation within any time limits required by ihis Agreement and such failure �
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continues for more than ten (10) days after the defaulting party's receipf of written notice thereof from
the non-defaulting party. ln the event of defauft after the Bond Clasing Date, except as provided in
this Paragraph 17, the sole remedy of the non-defaufting party shall be to cure the default and seek
and be enfitied to reimbursement for such cure from the defaufting party. if, as a result of a defauit
under this Agreement, ei#her City or Company employs an attorney to enforce its rights, the defaulting
party shall, un(ess prohibited by law, reimburse the non-defaulting party for all reasonable attorneys' .
fees, court cos#s and other legal expenses incurred by the non-defaulting party in connection with the
default. In the event the City defaults under this Agreement after the Bond Closing Date, the I
Company may also seek and be enfit�ed to specifiic performance of the City's obligations under this i
Agreement to construct the Pubiic Improvements or transfer title fo the Property, provided that
Company is nat in default under any of the remaining terms of this Agreement or the Bond �
Documents. In the event the Company faifs to construct the Project after the Bond Closing Date, the ;
City may also seek and be entitled ta recover damages from Company for any and all costs or I
expenses incurred by City (including, without timitation, the City's casts for public improvements, site
grading, site acquisition and platting by the Agreement), provided that Ciiy is not in default under any
of the remaining terms of fhis,�greement or the Bond Documents.
18. Miscellaneous.
a. This Agreement shali bind and benefit City, Company and their respective successors,
assigns, heirs, executors, and personal representatives. Company may assign its rights
under this Agreement to any parent company, subsidiary or affiliate which is controlled by or
under common control with fhe Company, buF Company shall not be released from its
obligations under this Agreement.
b. All notices under this Agreement shall be in writing and shail be delivered tv Cify and
Company at their respective addresses set forth above, or at ano#her address designated by
like notice to one another. Personal delivery, facsimile transmission, or mailing af a notice by I
certified mail, postage prepaid, or delivery by recognized overnight service shali be sufficient
notice. Notice shafl be effective upon receipt, if personally delivered or faxed, upon mailing, if
mai[ed, or upon deposit with the overnight delivery service. �
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c. The "Effective Date" of this Agreement shall be the date first set forth above. Time is of the �
essence of this Agreement, except that Company may waive this provision for the purpose of I
meeting conditions and contingencies under this Agreament. If any date for delivery of a
document, or for giving of a notice, falls on a Saturday, Sunday or bank holiday, then it shall
be automatically deferred to the next day that is not a Saturday, 5unday or bank holiday.
d. This Agreement may not be arnended, altered or modified except by means of a writing
signed by the person against whom enforcement of any waiver, change, modification, or
discharge is saught.
e. The representations, warranties and agreements sef forth in this Agreement sha11 survive the
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payment of the Purchase Price and shall remain effective until the Property Closing. i
f. Nothing contained in this Agreement constitufes a waiver of the City's sovereign immuniiy
under any applicable state iaw.
g. Personal jurisdiction and venue for any civil action cammenced by either party fo this
Agreement shall be deemed to be proper only if such action is cammenced in the Circuit Court
of Plaite County, Missouri, The Company expressly waives its rights to bring such action in or
to remove such action to any other court whether state or federal.
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h. This Agreement shall be construed in accordance with and governed by the laws of the State �
of Missouri. i
i. This Agreement may be signed in one or more counterparts, each of which shall be deemed i
an original, but all of which together shall constitute one and the same document. Faxed �
signatures, or scanned and electronically transmitted signatures, on this Agreement or any �
notice delivered pursuant to this Agreement, shafl be deemed to have the same legal effect as
original signatures on this Agreement.
j. This Agreement, the exhibits to this Agreement and the Bond Documents contain ail of the
representations and statements by City and Company to one another and express the entire
understanding between City and Company with respect to the Agreement. All prior and
contemporaneous communications concerning the Agreement are merged in and replaced by
this Agreement. ,
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their I '
respective corporate names by their duly authorized officials and officers.
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COMPANY:
HOOVER UNIVERSAL, WC. �
Automotive Experience North America
49200 Halyard Drive
Plymouth, Michigan 481�0
�.s��...¢. �'
By: ShNDP.-� �l• CDUICK—
Title: Ulc� I��DETJT
CITY:
THE CITY OF RIVERSIDE, MISSOURI
2950 NW Vivion Road
Riverside, Missouri 64150
By: David Blackburn
Title: City Administrator
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h. This ,�qreement shall be construed in accordance wi#h and governed by the faws of the State
of Missouri.
i. This Agreement may be signed in one or more counterparts, each of which shall be deemed I
an original, but all of which together shall constitute one and the same document. Faxed
signatures, or scanned and electronically transmifted signatures, on this Agreement or any
notice delivered pursuant to this Agreement, shall be deemed to have the same legal effec# as
original signatures on this Agreement. �
j. This Agreemenf, the exhibits to this Agreement and the Bond Documenfs contain all af the
representations and statements by City and Company to one another and express the entire
understanding between City and Company with respect to the Agreement. Alf prior and
contemporaneous communications concerning the Agreement are merged in and replaced by
this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their �
respective corporate names by their duly authorized officials and officers.
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COMPANY:
HOOVER UNIVERSAL, INC.
Automotive Experience North America '
492D0 Halyarcf Drive
Plymouth, Michigan 48170
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By: �
Title:
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CITY:
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THE CITY OF RIVERSIDE, MISSOURI i
2950 NW Vivion Road
Riverside, Missouri 64150
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A,ti - �
� By: David Blackburn
Title: City Administrator
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EXHIBIT A
Property Description
25 ACRE DEVELOPM NT TRACT DESCRIPTION
A TRACT OF LAND LYENG IN LOTS 3 AND 4, PLAT OF THE PARTITION OF THE "ESTATE OF
GEORGE ROBERTS"-DECEASED, A SUBDIVI510N OF LAND IN THE C1TY OF RIVERSIDE,
PLATTE COUNTY, MESSOURI, ACCORDING TO THE RECORDED PLAT THEREOF, AND
LOCATED IN THE SOUTHEAST QUARTER OF FRACTIONAL SECTION 6, TOWNSHIP 50
NORTH, RANGE 33 WEST, BEARWGS ARE REFERENCED TO GRID NORTH OF THE MISSOURI �
STATE PLANE COORDINA7E SYSTEM, 1983, WEST ZONE, AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
i
CONlMENCING AT THE SOUTHEAST CORNER �F SAID SOUTHEAST QUARTER OF I
FRACTIONAL SECTION 6, T50N, R33W, BEING A FOUND #6 IRON BAR IN MONUMENT BOX,
PER CERTIFIED LAND CORNER DOCUMENT NUMBER 600-61555; THENCE N89°23'44"W
ALONG THE SOUTH t�INE OF SAID SOUTHEAST QUARTER, A DISTANCE OF 1584.16 FEET TO !
THE SOUTHWEST CORNER aF SAID LOT 3, PLAT OF THE PARTITION OF THE °ESTATE OF �
GEORGE ROBERTS"-DECEASED; THENCE N00°16'14"E ALONG THE W�ST LINE OF SAID LOT I
3, PLAT OF THE PARTiTION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED, A �
DISTANCE OF 777.66 FEET TO THE POINT OF BEGINNING, THENCE CONTINUING i
N00°16'14"E ALONG SAID WEST LINE OF LOT 3, A DISTANCE OF 1210.00 FEET; THENCE '
S89°23'44°E, A DISTANCE OF 920.00 FEET; THENCE S00°16'14"W, A DISTANCE OF 1210.00 I
FEET; THENCE N89°23'44°W, A QISTANCE OF 920.00 FEET TO TNE POlNT OF BEGINNfNG. '
EXCEPT ALL THAT PART OF THE WEST 20.00 FEET, AS MEASURED AT RfGHT ANGLES TO '
THE WEST LINE OF LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE I
ROBERTS"-DECEASEQ, OF THE AB�VE DESCRIBED TRACT, TO 8E USED FOR ROADWAY I
PURP�SES. THE TRACT DESCRIBED ABOVE, EXCLUDING THE WEST 20.00 FEET OF
EXCEPTION, CONTAINS 1,d89,000 SQUARE FEET OR 25.a000 ACRES, MORE OR LESS.
The property address and tax parcel numbers listed below are provided soleiy for informational
purposes, without warranty as to accuracy or completeness. If the information listed below is
inconsistent in any way with the legal description listed above, the legal description listed above shall
control.
Property Address — approximately 41 Q1 Mattox Road, Riverside, MO 84150
Tax Parcel No. — The tract consists of a portion of lhe following tax parcels: 23-3.0-06-000-000-
090.00; 23-3.0-06-000-000-099.00; 23-3.0-06-000-000-092.00; 23-3.0-06-000-000-0$8.00; and 23-
3.0-06-000-000-089.00.
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Page 11 of 11
EXHIBIT B
Site Development Plan
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