HomeMy WebLinkAboutR-2011-107 Real Estate Contract with RS Fund 1 RESOLUTION NO. R-2011-107
A RESOLUTION AUTHORIZING, RATIFYING AND CONFIRMING EXECUTION OF A
REAL ESTATE CONTRACT WITH RS FUND 7 IN CONNECTION WITH THE PURCHASE
OF PROPERTY LOCATED IN SECTION 7, TOWNSHIP 50, RANGE 33
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 adjacent to I-635 from RS Fund 1
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 Mayor is hereby authorized to execute and deliver the Real Estate Contract
by and between RS Fund 1 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 the Board of ermen and PROVED by the Mayor
of the City of Riverside, Missouri, the ��. day of���i/.� 1�i1 �, 2011.
Al�.�.�i Y.! O �! �
Kathleen L. Rose, Mayor
ATTEST:
�/ ���<���
Robin Littrell, ity Clerk
Approved to Form:
I
T mps n, City Attorney
1
REAL ESTATESALES CONTRACT
This Real Estate Sales Contract ("Contract") is made between RS N�nd 1. LLC, a Missouri limited
liability company ("Seller") an the Ci of 'veiside Missouri, or assigns (collectively, "Buyer"), and is
effective as of the � day of , 11 (the "Etfective Date"):
1. PROPERI'Y: Seller agrees to sell and convey to Buyer by Special Wacranty Deed and Buyer agrees to
purchase from Seller on the terms and conditions herein set out the real estate legally described in Exhibit A
attached hereto and mapped as illustrated in Exhibit B attached hereto consisting of unimproved land in the
amount of approximately 18.59 acres (the "Property").
2. EXCEPTIONS: Title to the Property shall be subject only to the "Permitted Exceptions" (as defined
in the puagraph entided "Title Insurance") and applicable zoning ordinances and laws.
3. PURCHASE PRICE; EARNEST MONEY: The "Purehase Price" of the Property is Ten Thousand
Dollars ($10,000.00), which Buyer agees to pay as follows:
a. One Thousand Dollus ($1,000.00) at the signing of this ConVact as "Earnest Money," to be deposited
within 72 hours afrer the Effective Date, in the insured trust or escrow account of First American Title
Insurance Company ("Fscrow 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 guazanteed 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.
4. CLOSING AND POSSESSION DATE(S): Subject to all the provisions of this Contract, the cbsing of
this Contract (the "Closing") shall take place at the offices of First American Title Insurance Company on the
date (the "C7osing Date'� that is the earlier of: (i) 30 days after the Effective Date, or (ii) upon not less tha� 5
days' prior written notice of Buyer's election to close prior to the date set forth in clause (i) above, or (iii)
prior thereto by mutual written agreement of the parties. Possession shall be delivered upon Closing.
5. EXISTING F'INANCING: Seller shall make any payments required on existing modgages or deeds of
trust until Closing and shall pay the entire amount of any existing mortgages or deeds of trust on or prior to
Closing; it being agreed that no such existing mortgage or deed of trust shall constitute a Permitted Exception
for purposes of this Contract.
6. TAXFS AND ASSFSSMENTS/PRORATIONS: Seller discloses that the 2010 and 2011 taxes and
assessments levied against the PropeRy are outstanding in the approximate amount of $45,000.00. Buyer
agrees to assume and pay such taxes and assessments for 2010 and 2011 in an amount not to exceed
$48,000.00 following Closing. Seller shall pay all delinquent real estate ta�ces and installments of general and
special assessments (if any) levied and assessed against the Property in excess of $48,000.00. Buyer shall
assume and pay all such taxes and installments of general and special assessments accruing after the Closing.
7. TI'CLE INSLJRANCE: Seller shall deliver to Buyer an owner's ALTA tifle insurance policy insuring
marketable 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 Special Wam�nty Deed (the "Deed"), subject only to the Pernutted Exceptions.
Seller shall, as soon as possible and not later than fifreen (15) days after the Effective Date of this ConVact,
cause to be furnished 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 Commihnent"), to be issued through
First American Title Insurance Company (the "Title Company"). Buyer shall have until the expiration of
C::USer5:OCarcUSFP t'WppDa�a'LOwI`:Microso�CW intlows femporary intemel Fles\COnlentOUtlook\OLRJRWJIIRenI Es�ate ConVact - Carctlocx
Page 1 of 6
the "Inspection Period" (as defined in paragraph 8 below) (also sometimes herein referred to as the "Title
Review Period") in which to notify Seller in writing of any objections Buyer has regazding any matters
shown or referred to in the TiUe Commitment. Any matters which are set forth in the Title Commitment and
to which Buyer dces not object within the Title Review Period shall be deemed to be pernutted exceptions to
the status of Seller's title (the "Permitted Exceptions"). With regazd to items to which Buyer does object
within the Review Period, Seller shall have ten ( l0) days after receipt of Buyer's written notice of objections
to cure such objections ("TiUe Cure Period"). If Seller does not cure all such objections by [he 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 terminate 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 terminate 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 ConVac[. Seller agrees to
pay the cost and expense of the Tide Commitment and Buyer agrees to pay the cost and expense of the Title
Insurance Policy.
Buyer may, at its sole cost and expense, obtain an ALTA survey of the PropeRy (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
Iimitation for a period of twenty (20) days after the Effective Date of this Contract (the "InspecGon Period")
for the purpose of inspecting the physical condition of the Property and all improvements thereon and
conducting such tests, surveys, appraisals and similar inspections as Buyer deems advisable. Buyer's
inspec[ion 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 PropeRy 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 arid expenses,
including without limitation, reasonable attomey's fees, court costs and other legal expenses, resulting from
these inspections or any other inspections done under the terms of this contract. Buyer agrees to provide
Seller with a copy of any written reports resulting from such inspections within ten (10) days of the
completion of said inspections. With regard to any deficiencies or otherwise objectionable conditions
identified during the inspection 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 QO) days after the expiration of the Cure Period, unless Buyer
waives the objections in writing ao 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 PropeRy, other than as
set fonh in the pazagraph entitled "INSLJRANCE; MAINTENANCE; CASUALTY; CONDEMNATION;
CFIANGE OF CONDITION' of this Contract. In addition, Buyer or Buyer's representatives may re-inspect
the Property before Closing upon relsonable notice to Seller.
9. DUE DILIGENCE: Buyer will have a period of twenry (20) days after the Effective Date of this
Contract to perform such additional due diligence (the "Due Diligence Period") for the purpose of exploring
and obtaining approval of governmental authorities for the intended purpose of the Property and any changes
in zoning, if necessary, and such other inquiries regarding the PropeRy, as Buyer in its sole and absolute
discretion deems appropriate. In the event any such additional due diligence discloses any condition that
C'.USOreiacercUSFPT.AppDatalLxaWNlcrasoitlWintlows�Temporary Intemet Fties\COOtenCOUtlooMOLRJRWJI��Reel EsleteCOnttat.t-Carctlocz
Page 2 of 6
adversely affects the value or use of the Propedy, or Buyer's intended use of the Property (in Buyer's sole
and absolute discretion), then Buyer may deliver written notification to Seller to ternunate 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 Inspections 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 existing surveys, title commitments, absVacts or policies, environmental assessments,
soils tests, and other materials and/or documents relating to the Property as Seller has in its possession or
control.
l0. REPRFSENTATIONS: 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 alI questions necessary to make the decision to purchase the Property.
I 1. REAL FSTATE BROKER: Daniel Carr states he is a licensed real estate broker in the State of
Missouri and will be representing himself in this Vansaction. Buyer represents that it has not retained any
other real estate broker(s) in connection with this transaction. Any 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 o[her 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 Closing,
Seller agrees to propedy execute and deliver into escrow the Deed and all other documents and funds
necessary to complete the Closing. The Deed shall convey to Buyer mazketable fee simple title to the
Property, free and clear of all liens and encumbrances, other than the Permitted 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 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 uust have been recorded and the Title Company can issue the tiUe policy
with only the Permitted Exceptions.
13. FOREIGN INVFSTMENT: Seller represents that Seller is not a foreign person as described in the
Foreign Investment in Real Property Ta�c Act and agrees to deliver a ceRificate at Closing to that effect which
shall contain Seller's tax identification number.
14. TERMINATION: If this Contract is terminated by either party pursuant to a right expressly given in
this Contract, Buyer shall be entitled to an immediate return of the Eamest Money, and neither party shall
have any fiuther rights or obligations under this Contract, except as otherwise expressly stated in this
Contract.
15. DEFAiJLT AND REMEDIES: Seller or Buyer shall be in default under this Contrac[ if either fails to
comply with any material covenant, agreement or obligation within any [ime limits required by this Con[ract
and such failure continues for more than 10 days after the defaulting party's receipt of written notice thereof
from the non-defaulting party. 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 pazagraph entitled "DISPOStl'ION
OF EARNEST MONEY DEPOSIT AND OTHER FUNDS AND DOCUMENTS" in this Contract:
C:`:USers'drarr.USFPT'WpDData`.LOCaI�MicrosclfwintlowsYremporary Intemet FIIes\COntentqutlook�oLRJRW JI':Real Estate Convact - Carr.docx
Page 3 of 6
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) ternunate 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 forth 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 control of Seller. If Buyer elects to terminate this
Contract due to default by Seller, the Earnest Money Deposit shall be returned 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 Eamest
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 Eamest Money Deposit
represents as Fair an approximation of such actual damages as the parties can now determine).
If, as a result of a default under this Contract, either Seller or Buyer employs an attorney to enforce its rights,
the defaulting 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 DOCUMENTS:
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
Eaznest Money Deposit, without the written consent of all parties to this Contract. A party's signature on a
closing statement prepazed by the Escrow or Closing 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) days of receipt, or failure by either Buyer or Seller to
make written demand upon the other party and upon the Escrow Agent for return or forfeiture of the Earnest
Money Deposit, other escrowed funds or documents within ten (10) days after receiving written notice of
cancellation of this Contract, shall constitute consen[ to the disVibution of all funds and documents deposited
with the Escrow Agent as suggested in any such ceRified letter or written demand (subjec[, in any event, to
the express provisions of this Contract). If a dispute arises over the disposition of funds or documents
deposited with the Escrow Agent that results in litigation, any attomey's fees, court costs arid other legal
expenses incurred by the Escrow Agent in connection with such dispute shall be reimbursed from the Eamest
Money Deposit or from other funds deposited with the Escrow Agent. Seller and Buyer release all brokers
nnd licensees from any and all liability in regards to this Contract, for cancellation of this Contract and
disbursing the F,vnest Money Deposit or other escrowed funds or documents.
17. ENTIRE AGREEMENT AND MANNER OF MODIFICATION: This Contract, and any
attachments or addenda hereto, constitute the complete agreement of the parties conceming the Property,
supersede all other agreements and may be modified only by initialing changes in this Contract or by written
agreement.
18. NOTICFS: All notices, consents, approvals, requests, waivers, objections or other communications
(collectively "notices") required under this Contract (except notice given pursuant to the pazagraph entided
"DISPOSITION OF EARNEST MONEY DEPOSIT AND OTHER FUNDS AND DOCUMENTS" 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 ovemight delivery service guazanteeing next-day delivery and
providing a receipt. All notices shall be addressed to the parties at the respective addresses as set forth below,
except that any party may, by notice in the manner provided above, change this address for all subsequent
C:\USers\ticaroUSFPTJWpDala�LOCa1�Miaoseit\W intlows`�Temporary Internet Files\COn�entOutlook'.OLRJRWJP�Peal EslaVe ConUact - Carctlocx
Page 4 of 6
notices. Notices shall be deemed served and received upon the eazlier of the third day following the date of
mailing (in the case of notices mailed by ceRified mail) or upon delivery (in all other cases). A paRy's failure
or refusal to accept service of a notice shall constitute delivery of the notice.
l9. DEADLINE FOR ACCEPTANCE: Buyer's offer to purchase the Property 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) December 7, 2011, at 2:00 pm or (ii) Buyer delivering written notice to Seller that Buyer's
offer to enter into this Contract is withdrawn.
20. TIME AND EXACT PERFORMANCE ARE OF THE ESSENCE UNDER THIS CONTRACT.
21. CONDTTION TO Bi1YER'S OBLIGATION 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 Property are 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 foRh in
this Paragraph shall be deemed to be a default by Buyer.
22. ASSIGNMENT: Buyer shall have the right to assign its rights and interests under this ConVact to
another party or parties effective on the same day as, but prior tq the acwal 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 assignment or sale shall be subject to the rights and interests of the Seller under this
Contract.
23. GOVERIVING LAW: This Contract shall be construed and interpreted under and in accordance with
the laws of the State of Missouri.
CAREFULLY READ THE TERMS HEREOF BEFORE SIGIVING. WHEN SIGNED BY ALL
PARTIES, THIS DOCUMENT BECOMES PART OF A LEGALLY BINDING CONTRACT. IF
NOT iJNDERSTOOD, CONSULT AN ATTORNEY BEFORE SIGIVING. THE PARTIES
EXECUTING THIS CONTRACT REPRESENT AND WARRANT THAT THEY ARE LEGALLY
AUTHORIZED TO EXECUTE THIS CONTRACT.
SELLER: BUYER:
RS F[JND 1, LLC THE CITY OF RIVERSIDE, MISSOURI
4706 Broadway — Suite 240 2950 NW Vivion Road
Kansas City, Missouri 64112 Riverside, Missouri 64150
By: _���T���� By: i1 �G�l �LfJ � I'✓
Daniel K. Carr, Member Kathleen L. Rose, Mayor
nate: 1 / %/ nate: /o} 0 - /l
C1USeestticarcUSFPPAppDate0.ocalVJfmwsdpWlntlowsVempotary Interne� Ftles\COn1enLOUtlooklOLPJRWJI\Real Estate Conhacl-Cart.dxx
Page 5 of 6
EXHIBIT A
I,egal Description of Sale Land
All that part of Section 7, Tow�ship 50, Range 33, described as follows: Commencing at a point 160
poles south of Nor[hwest comer of the northeast'/a of Section 7, Township 50, Range 33, thence east 80
poles, thence south to the Missouri River as it now runs, thence up said river with the meanderings
thereof, to a point due south of the point of beginning, thence north to the place of begiruiing, in
Riverside, Platte County, Missouri, except that paR conveyed to the State of Missouri for Interstate Route
635 in Book 307, Page 238. Also that paR of the west �/x of southeast'/a of Section 7, Township 50,
Range 33, in Riverside, Platte County, Missouri, except that part taken for highway purposes by the State
of Misso�ri.
Also excepting the following tract conveyed to the State of Missouri for highway purposes in Book 1077
at Page 463, Iegally described as follows: All that part of a tract of land located in the NW '/a of the SE �/n
of fraction Section 7, TSON, R33W, in Riverside, Platte County, Missouri, lying on the lefr or
northwesterly side of the following described I-635 centerline, to wit: Beginning at a point at 170.00 feet
left of Station 27+32+04; thence northwesterly to a point 210.00 feet lefr of Station 27+23.20; thence
northeasterty to a point 200.00 feet left of Station 29+90.00; thence northeasterly to a point 200.00 feet
left of Station 32+90.00; thence northeasterly to a point 195.00 feet left of Station 36+00.00; thence
northeasterly to a point at 194.70 feet left of Station 36+04.41; thence easterly to a point at 189.18 feet
left of Station 36+14.40; thence southerly to a point at 170.00 feet left of Station 36+05.63; thence
southwestedy along a non-tangent curve to the left, with an intial tangent bearing of South 63 degrees 44
minutes Ol seconds West and having a radius of 2079.86 feet, for an arc distance of 951.35 feet, to the
point of beginning at 170.00 feet left of Station 27+32.04; containing 25,518 square feet (0.5858 acres),
more of less of land.
A►so except the permanent right of way acquired by the Riverside-Quindazo Bend L.evee District of
Pla[te County, Missouri pursuant to an Order and Judgment of the Circuit Court of Platte County,
Missouri, recorded as Document No. 19451 in Book 957 at Page 142 in the Office of the Recorder of
Deeds of Platte County, Missouri.
C:':USeS�tl�arr.USFPRAppDaia.LOCa1'�,Miaosop'�WintlowS:Temporary Intemet Files��Contem.0uilookOLRJPWJI`:Re:J Eslate CoNract � Carr.tlxx
Page 6 of 6