HomeMy WebLinkAboutR-2011-010 Purchase and Development Agreement RESOLUTION NO. R-2011-010
A RESOLUTION AUTHORiZING, RATIFYING, AND CONFIRMING EXECUTION OF A
FIRST AMENDED PURCHASE AND DEVELOPMENT AGREEMENT IN CONNECTION
WITH THE TRANSFER AND DEVELOPMENT OF PROPERTY LOCATED NEAR 4101
MATTOX ROAD
WHEREAS, the City entered into a Purchase and Development Agreement with Hoover
Universal, Inc. on December 15, 2010 associated with the sale, development and construction of
public improvements related to property located at or near 4101 Mattox Road, Riverside,
Missouri; and
WHEREAS, the Board of Aldermen find it is in the best interest of the City to amend the
terms of such Purchase and Development Agreement in substantially the same form as 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 First
Amended Purchase and Development Agreement by and belween the City and Hoover
Universal 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 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 �?�ay o`�s�a�}; 2011.
� ,A��n�
Ka hleen L. Rose, Mayor
A
Robin Littrell, City Clerk
Approve s to Form:
°�^
pson, City Attorney
1
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FIRST AMENDED
PURCHASE AND DEVELOPMENT AGREEMENT
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THIS AGREEMENT has been made as of the � day of .�ant+ayf-�011, by and between
Hoover Universal, Inc., a corporation organized and existing under the laws of the State of
Michigan ("Company"), and the City of Riverside, Missouri, a municipal corporation, ("City").
WITNESSETH:
WHEREAS, the parties entered into a Purchase and Development Agreement on
December 5, 2010 (the "Original AgreemenY'); and
WHEREAS, the parties desire to amend the Original Agreement to provide for the rights
and responsibilities of the parties related to unanticipated and extraordinary site development
costs to be incurred on the Property, which is the site of the Project; and
WHEREAS, once operational, the Project will provide significant economic benefits to the
City by employing approximately 240 people at an average annual salary of $50,065 and by
generating significant real estate tax revenues for the taxing jurisdictions wherein the Property is
located as stated in the Original Agreement; and
WHEREAS, the Property has been vacant for many years and is difficult and slow to
develop due to, among other factors, historic flooding and the need to import fill in order to
construct any structures on the Property; and
WHEREAS, in order to develop the Property and construct the Project, the Company, in
coordination and partnership with the City, will incur significant costs including costs for items that
will become pubiic improvements belonging to the City or inuring to the benefit of the City and its
citizens and for items that are for a public purpose and that benefit the City and its citizens; and
WHEREAS, the City and Company desire to enter into this amendment to the Original I
Agreement whereby the Company affirms its commitment to construct the Project, and the City,
among other things, agrees to assist with remediation of certain alleged defects in the Property
which would make construction of the Project on the Property by Company extremely difficult; and
WHEREAS, the City is authorized to enter into this agreement with the Company pursuant
to the provisions of Section 70.210 et seq. RSMo;
NOW, THEREFORE, to improve, maintain and revitalize commercial and business activity
in the City by assuring opportunities 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 set
forth in the Original Agreement and herein, the City and the Company do hereby enter into this
First Amended Purchase and Development Agreement as follows:
1. Items Incorporated in This Agreement. Except as expressly modified by this First
Amended Purchase and Development Agreement (the First Amendment"), the terms, conditions
„
and definitions contained in the Original Agreement are incorporated as if fully set forth herein.
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2. Amendment of Paragraph 13 of the Purchase and Development Agreement.
Paragraph 13 of the Original Agreement shall be amended by deleting such paragraph and
replacing it with the following:
13. Site Grading and Construction of Foundation.
a. Site Grading to be Performed by City. The City shall deliver the Property to
Company rough graded with compacted fill on the Project Site to an elevation of
750' in adequate condition for construction (the "Fill Activities") of the Project by
Company on or before February 12, 2011. In the event the Company has engaged
its general contractor before such date, the City will require its contractor
conducting Fill Activities to work cooperatively with the general contractor hired by
Company to construct the Project. To the extent the general contractor hired by
Company to construct the Project causes an interruption in the Fill Activities, the
date for completion of the Fill Activities shall be automatically extended. The Fill
Activities of the City on the Project Site shall be in compliance with the
requirements set forth in Addendum No. 1, Building Pad Preparation for Augered,
Cast-in-Place Pile Foundation Option prepared by Terracon Consultants, Inc.,
dated January 24, 2011 and attached hereto as Exhibif A. The costs incurred by
City related to Fill Activities shall not be in excess of Eight Hundred Ninety-two
Thousand Nine Hundred Eighty Dollars ($892,980.00) and shall be certified by City
to Company, in writing. Any amount remaining of the $892,980.00 wiil be utilized
for construction of the ACIP Pile Foundation as defined below.
b. Construction of Augered, Cast-in-Place Pile Foundation by Company.
Subject to the contingencies set forth in the Original Agreement, Company agrees
it will construct the Project Improvements on an augered, cast-in-place foundation
(the "ACIP Pile Foundation"). Company will obtain detailed bids and cost allocation
for construction of the ACIP Pile Foundation from the General Contractor engaged
by Company to construct the Project Improvements.
c. Allocation of Cost of Construction of ACIP Pile Foundation. City shall pay for
the increased construction costs related to the engineering, design and
construction of the ACIP Pile Foundation, up to a maximum of $600,000.00. Such
costs shall be certified by Company, in writing, to City and reimbursed by Company I
as set forth below. ;
d. Reimbursement of Costs Construction of the ACIP Pile Foundation. To the
extent that the costs for the ACIP Pile Foundation exceed Eight Hundred Ninety-
two Thousand Nine Hundred Eighty Dollars ($892,980.00) (the "Additional
Expenses"), Company agrees to reimburse City for such Additional Expenses in
the amount of One Hundred and Fifty Six Thousand Dollars ($156,000.00) per
annum plus interest at the rate of 3% on the unpaid balance until paid in full.
Interest on the Additional Expenses shall begin to accrue beginning on the first day
of the month following payment by the City. The first annual installment by
Company shall be paid one year thereafter and Company shall continue to make
annual payments plus accrued interest on the unpaid balance until paid in full.
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Page 3 of 4
3. Effective Date. The effective date of this First Amendment 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 ineeting conditions and contingencies under this Agreement. 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, Sunday or bank holiday.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their
respective corporate names by their duly authorized officials and officers.
COMPANY:
HOOVER UNIVERSAL, INC.
Automotive Experience North America
49200 Halyard Drive
Plymouth, Michigan 48170
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By: A mU�GI`_
Title: �LP i�0.� f'�++�121�11-- (�c vvS+�`�--
CITY:
THE CITY OF RIVERSIDE, MISSOURI
2950 NW Vivion Road
Riverside, Missouri 64150
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By: David Blackburn
Title: City Administrator
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