HomeMy WebLinkAboutR-2011-108 Real Estate Contract with Briarcliff Realty, LLC RESOLUTION NO. R-2017-108
A RESOLUTION AUTHORIZING, RATIFYING AND CONFIRMING EXECUTION OF AN
ASSIGNMENT OF A REAL ESTATE CONTRACT WITH BRIARCLIFF REALTY, LLC
WHEREAS, the Board of Aldermen find it is in the best interest of the City to enter into an
assignment of a real estate purchase and sale agreement with Briarcliff Realty to accept
assignment of a real estate agreement between Briarcliff Realty and Ameel Properties, Inc for
the purchase of approximately 19.64 acres in the Horizons Development area 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 Assignment of Real
Estate Purchase and Sale Agreement by and between Briarcliff Realty, LLC 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 Agreement and to effectuate the
purchase of real property contemplated therein.
PASSED AND ADOPTED by the�oard of AI ermen and APPROVED by the Mayor
of the City of Riverside, Missouri, the �� day of �J �L�, 2011.
J�����.J� �
Kathleen L. Rose, Mayor
ATTEST:
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Robin Littrell, ity Clerk
Approv as to Form:
c T omps , City Attorney
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ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMEN'1'
TrIIS ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT (fhlS
"AssignmenY') is made and entered into this ��`r? day of _�'�p,r , 2011, by and
between Briazcliff Realty, LLC, a Missouri limited liability company ("BriarclifP'), and the CrrY
oF R[vsestne, M�ssouxt, a Missouri municipal corporation (the "City").
WHEREAS, Briarcliff has antered into a Real Estate Purchase and Sale Agceement dated
October ��, 2011 (the "Agreement") with Ameel Properties, Inc., a Missouri corporation
(the "Seller"), to purchase the property therein described, a copy of which is attached to this
Assigncnent as Exhibit A; and
WHHREAS, the City desires to have the Agreement assigned to it so that title to such
properly shall be closed in the City's name; and
WHEREAS, for good and valuable consideretion, Briarcliff is willing to assign all its rights
and obligations under the Agreement to the Cify; and
WHEREAS, pursuant to paragraph 13 of the Agreement, Rriarcliff has the right to assign
the Agreement without the consent of the Seller;
NoeV, "CxexeFOaE, in consideration of the foregoing, the parties hereby agree as follows:
l. Briazcliff hereby sells, assigns, transfers and conveys to the City all of Briarcliff s
right, title and interest in and to the Agreement.
2. The City hereby (a) accepts such sale, assignment, transfer and conveyance, and
(b) assumes from Briarcliff and agrees to pay and perform, from and a$er the date hereof, as a
direct obligation, all of BriarclifF s obligations and liabilities under tlie Agreement as if the City
was the original signatory to the Agreement.
3. 'I'his Assignment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
4. The Assignment may be executed in any number of counterparts, each of which
may be deemed an original, but all of which together shall constitute one and the same
instrument. �
5. The Assignment shall be governed and construed in accordance with the laws of I
the State of Missouri.
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IN Wt'rNESS WttEREOF, the parties hereto have executed and delivered this Assignment as i
of the date first written above.
CITY OF RiVERSIDE, MISSOURI �i
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By:--. �/\ ' �! � j
Kathleen L. Rose, Mayor �
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ATTesT: i
c==�� <s��Z�`2� Q�� I
Clerk I
BRIARCLIFF REALTY, LLC �
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By:' _'"
Nathaniel Ha d n, Manager
ATTEST: I
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Exti[etT A
REAL ESTATE PURCHASE AND SALE ACREEMENT �
Please see attached copy of the a Iteal Estate Purchase and Sale Agreement, dated i
�,��;,��,�petween Briarcliff Realty, LLC, a Missouri limited liability company, and i
Ameel Pro rties, Inc., a Missouri corporation.
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REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS REAL ESCATE PURCHASE AND SALE AGREEMEIVT (this "Agreemenf') is made and
entered into as of this � day of October, 2011 bY 8[iCI IJClW0Ct1 AMEEL PROPERTIES, Ixc., a
Missouri corporation (the "5eller"), alui BR[ARCLIFF REALTY, LLC, a Missouri limited liability
company (the "Purchaser"). In consideration of the mutual covenants and promises herain set
forth, the parties agree as follows:
1. Purchase and Sale. Seller agrees to sell to Purchaser, and Purchaser agrees to
purchase from Seller, those certain parcels of property located in Riverside, Platte County,
Missouri, consisting of approximately nineteen and 64/100 (19.64) acres, having Parcel Numbers
233.0-07-000-000-004-000 and 23-3.0-07-000-000-005-000, together with the following
(collectively, the Property):
(a) all easements, privileges, rights-of-way, and other appurtenances
pertaining to such property, if any;
(b) all licenses, permits and franchises issued by any governmental authority ;
to or in favor of Seller and pertaining to the ownership, development or use of such ;
property, if any, to the extent same ue legally assignable by 5ellex; and
(c) all conh•act rights and general intangible rights peiTaining to the
ownership, development or use of such property, if any.
Upon confirmation of the Property's ►egal descriptions pursuant to the survey contemplated by
paragraph 4 of this Agreement, the legal desceiptions shall he inserted onto an Exhibit A that
shall be attached to this Agreement, which legal descriptions shall be incorporated in this
Agreement by this reference.
2. Purclinse Prlce. The purchase price to be paid by Purchaser to Setler for the
Property is One Million Sixty Thousand Dollars ($1,060,400.00) (the "Purchase Price").
3. Terms of Payment. The Purchase Price shall be paid to Seller in full in cash at the
time of Closing, subject to prorations and adjustments as hereinafter provided, to be paid by wire
transfer of funds.
4. Tftle. Within fifteen (15) days following execntion of this Agreement by both I�
parties, Seller shall cause Assured Quality Title Insurance Company (the "Title Company") to !
deliver to Purchaser a commitment (the "CommitmenY') to issue an Owner's ALTA Form Title
Insurance Policy effective at Closing, which Commimient shall show Seller to be vested with li
good, marketable and inswable (at standard marketability rates) fee simple title to the Property,
free and clear of all liens and encumbrances except the standard printed exceptions, taxes for the i
year 2011 and subsequent years and those matters set forth on Exhibit B attached to this
Agreement (col[ectively, the "Permitted Exceptions").
Within the time pexiod for providing the Commitment, Seller shall order a survey of the �
Property showing and certifying the measured parcel sizes in square feet, exact locations and �
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legal descriptions of the Property and meedng the minimum technical standards of the American
Land Title Association and Missouri Board for Architects, Professional Engineers, Professional
Land Surveyors and Landscape Architects, certified to Purchaser and the Title Company, and
prepared as of a date subsequent to the date of this Agreement. The survey shall also show and
certify the location of all improvements and easements affecting the Property and all roadways
adjacent to the Property.
Purchaser shall have fifteen (IS) business days from receipt of the Commitment and the
survey within which to examine the same. If Purchaser finds tiUe to be defective, Purchaser shall,
no later than the expiration of such fifteen (15) business day examination period, notify Seller in
�vriting specifying the defect(s); provided that if Purchaser fails to give Seller written notice of
defect(s) before the expiration of such fifteen (15) business day period, the defects shown in the
Commitment or the survey shall be deemed to be waived as title objections to closing this
transaction. Purchaser may raise as additional objections, however, any defect(s) 6rst shown by ;
any title update between the date of the Commitment and the date of Closing by giving Seller ',
written notice of such defect(s) within fifteen (I S) business days after Purchaser first has notice
of same. If Purchaser has given Sellex timely written notice of defect(s) and the defect(s) render
the title other fhan as required by this Agreement, Seller shall use its reasonable efforts to cause
such defects to be cured within forty-five (45) days following receipt of such notice. At either
party's oplion, the date for elimination of such defects may be extended until the Closing. In the
event that Seller does not eliminate any defects within such forty-five (45) day period, as the
same may be extended under the preceding sentence, Purchaser shall have the option of either: j
(i) closing and accepting the title "as is," without reduction in fhe Purchase Price and without ;
ctaim against Seller therefor, or (ii} cancelling this Agreement, whereupon both parties shall be I
released from all furiher obligations under this Agreement. Seller shall execute an appcopriate I
standard form "gap affidavit" at Closing for "gap coverage" and the Purchase Price shall be fully
funded to Seller at Closing. �
5. bsspectian Period. Purchaser shall have a period of forty-five (45) days (the
"inspection Peciod") following the date of this Agreement to make such physical, zoning, i
marketing and other investigations, tests and studies, including soiI tests and borings, as
Purchaser may deem appropriate to determine the feasibility of the development of and
construction on the Property for commercial, office, residential or recreational purposes
("Purchaser's Intended Improvements"); provided, however, that Purchaser may extend the
Inspection Period by an additional thirty (30) days upon giving Seller written notice of such
extension prior to the expiration of the original Inspection Period. [n the event Purchaser, in
Purchaser's sole discretion, detennines that development and construction on the Property of
Purchaser's Intended Improvements is not feasible, then Purchaser shall hava the option of
either: (i) waiving the condition and closing "as is" without reduction in the Purehase Price, or ;
(n) cancelling this Agreement by providing writfen notice to Seller on or before the expiration of i
the Inspection Period and stating that Purchaser is cancelling this transaction pursuant to this �
paragraph, whereupon both parties shall be released from all further obligations under this I
Agreement. I
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6. Se!!er's Representatio�u. Seller represents and warrants to Purchaser and agrees
with Purchaser as follows:
(a) There are no existing contracts or agreements entered into by Sef(er, either
recorded or unrecorded, written or orai, affecting the Properly, or any portion thereof or
the use thereof other than the Permiried Exceptions.
(b) Seller has no actual notice or knowledge of: (i) any violations of zoning
ordinances or other govemmental regu(ations with respect to the Property, or (ii) any
pending or threatened condemnation proceedings with respect to the Piroperty.
(c) The execution, delivery and performance of this Agreement by Seller have
been duly authorized. Neither the execution of this Agreement or the consummation of
the transactions contemplated hereby will: (i) result in a breach of, or defau(t under, any
agreement to which Seiler is a party or by which the Property is bound, or (ii) violate any '
restrictions to which Seller is subject. !
7. Default Provisions. Tn the event of the failure or refusal of the Purchaser to close I
this transaction, without fault on Seller's part and without failure of dtle or any conditions
precedent to Purchaser's obligations hereunder and timely notice by Purchaser of cancellation of
this Agreement therefor, Seller shall be entitled to cancel this Agreement, a�id receive from
Purchaser a payment of a Fifteen Thousand Doliars ($15,000), as Seller's sole and exclusive
remedy for default of Purchaser, whereupon the parties shall be relieved of all further obligations
hereunder.
In Hie event of a default by Seller under this Agreement, Purchaser, at its option and as
Pucchaser's sole and exclusive remedy for default of Selier, shall have the right to: (i) cancel this
Agreement, and, in the event Seller's default consists of the wiliful conveyance of the Property
to a third party or the willful failure to convey the Property to Purchaser, seek actual damages
based on the out-of-pocket costs actually incurred by Purchaser in connection with this
transaction, but in any event not to exceed the sum of zero Dolfars ($0.00), whereupon the �
parties shall be released &om all further obligations under this Agreement, or, alternatively, (ii) j
seek specific performance of the Seller's obligations hereunder.
8. Prorations, Taxes and all other proratable items shall be prorated as of the date of
Ciosing with Sel(er being responsible through the day immediately priar to the date of Closing
and with Purchaser being responsible on and after the date of Closing. In the event the taxes for
the year of Closing are unknown, the tax proration will be based upon the taxes for the prior '
year, and at the request of either party, the taxes for the current year shall be reprorated and
adjusted when the tax bill for the cunent year is received and the actual amount of taxes is
known, provided, however, in the event taxes for the year of Closing exceed taxes for thc current
year, any portion of such excess which is attributable to development of tlie Property by
Purchaser shall be excluded from such reproration. The provisions of this paragraph shall survive
the Closing.
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9. Ineprovement Liens. Certified, confirmed or ratified lievs for governmental ;
improvements as of the date of Closing, if any, shall be paid in full by Seller, and pending liens i
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for governmental improvements as of the date of Closing shall be assumed by the Purchaser,
provided that where the improvement has been substantially completed as of the date of Ciosing,
such pending lien shall be considered certified.
10, Closing Costs rtnd Expeases, At Closing, (a) Seller shall pay (i) one-half (1/2) of
the closing fees and expenses of the Titte Company for its Closing services, (ii) the costs to cure
any title defects to be cured on or before Closing, (iii) the cost of the Commitment and the
premium on the Owner's Title Insurance Policy to be issued to Purchaser in the amount of the
Purchase Price, and (iv) the cast of the sutvey to be ordered pursuant to pazagraph 4 of this
Agreement, and (b) Purchaser shafl pay (i) one-half (1/2) of the closing fees and expenses of the
Tide Company for its Closing services, (ii) the costs for any extended coverage or special
endorsements requested'by Purchaser to the Owner's Title Insurance Policy to be issued to
Purchaser. Each paity shall bear the recording costs of any instruments received by that party,
and Seller shall pay the recording costs on documents necessary to clear title at Closing.
11. ClosJng. The ciosing of this transaction (the "Closing") shall be held at the offices
of the Title Company within ten (l0) days after the later of (i) the expiration of the examination
and cure periods set forth in paragraph 4 of this Agreement, and (ii) the expiration of the
Inspection Period. At the Closing, Seller shall execute and deliver: (i) a general wa�xanty deed i
conveying title to the Property subject only to the Permitted Exceptions, (ii) an assignment of all I
rights appurtenant to the Property, if any, as provided in pazagraph 1 above, (iii) an appropriate I
mechanids lien affidavit, (iv) an affidavit of exclusive possession, and (v) an affidavit pursuant i
to Intemal Revenue Code Section 1445(b)(2) with respect to Seller's status as a nonforeign �
person. In addition, at Ctosing, Seller shall cause the Title Company to issue an ALTA Owner's
Title Insurance Policy based on the Commitment, or to "mark-up" the Commitment to delete all
requirements for subsequent issuance of such Policy. At Closing, Seller und Purchaser shall each
execute and deliver counterpart closing statements and such other documents as are reasonably
necessary to consummate this transaction.
12. Brokers. The parties each repiesent and wanant to the other that no real estate
broker, salesman or finder has been involved in this transaction. If a claim for brokerage or any �
other broker, salesman or finder fee or commission in connection with this transaction is made
by any broker, salesman or finder claiming to have dealt through o� on behalf of one of the i
parties hereto, such pariy shall indemnify, defend and hold hannless the other party hereunder,
and such otUer party's officers, directors, agents and representatives, from and against all
liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorney's
fees and court costs at all hial and appellate levels) with respect to said claim for brokerage or
other fee or commission, Anything to the contrary notwithstanding, the provisions of this
paragraph shall survive the Closing and any cancellation or terminacion of this Agreement.
13, Assignnbility. 3eller agrees that Purchaser shail 6e entitled to assign this i
Agreement and its rights under this Agreement. In the event of an assignment, Purchaser shall be '
released fi•om its obligations hereunder provided that the assignee agrees to be fully bound by the !
terms and conditions of this Agreement as if said assignee were the original signatory hereto. �
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14. Inspeclions. Purchaser, and Purchaser's agents and contractors, shall have the �
right during the term of this Agreement to enter upon the Property at reasonable times for
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purposes of making investigations, tests and studies thereon, provided that Pmrohaser shall
indemnify, defend, and hold harmless Seller from and against all liabilities, damages, claims,
costs, fees and expenses whatsoever (including reasonable attorney's fees and court cosis at all
trial and appeilate levels) for bodily injury, death, or property damage tesulting from any such
investigation test or study. The foregoing indemnification shall survive the Closing and any
cancellation or termination of this Agreement.
15. NotJces. Any notices required or permitted to be given under this Agreement shall
be delivered by hand or mailed by certified or registered mail, return receipt requested, in a
postage prepaid envelope, and addressed as follows:
If to the Seller at
Ameel Properties, lnc.
Attn: Norma Keyes i
7528 NW Kerns Drive
Weatherby Lake, MO 64152
with a copy to:
John G. Dorsey
226 NE 69 Highway �
Claycomo, MO 64119
If to the Purchaser at;
Briarcliff Realty, LLC I, I
Attn, Nathaniel Hagedorn � I
4151 N. Mulbeny Drive, Suite 205
Kansas City, MO 64117 �
Phone:816.595.5824 i i
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EmaiL• njh tQbriarclifflcacom
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with a copy to: �
Levy and Craig, a Professional Corporation
Attn: Scott Seitter
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1301 Oak Street, Suite 500 ',
Kansas City, MO 64106 ' �
Phone: 816.460.1821 �
FAX: 816.382.6621 j
' Email: sseitter rni.levycraig.com ; l
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16. Rlsk of Loss. The Property shall be conveyed to Purchaser in the same condition
as on the date of ihis Agreement, ordinaty wear and tear excepted, free of all tenancies or
occupancies. In the event ihat any portion of the Property is taken by eminent domain prior to
Closing, Purchaser shall hava the option of either: (i) cancelling this Agreement, whereupon both
parties shall be released from all further obligations under this Agreement, or (ii) proceeding
with closing in which case Purchaser sha(1 be entiUed to all condemnation awards and
settlements with respect to the Property.
17. Mlscellaneous
(a) This Agreement shall be construed and governed in accordance with the
laws of the State of Missouri. All of the paMies to this Agreement have participated fully
in the negotiation and preparation hereof; and, accbrdingly, this Agreement sl�all not be
more strictly construed against any one of the parties hereto.
(b) In the event any term or pmvision of this Agreement be determined by
appropriate judicial authority to be illegal or otherwise invalid, such provision shall be
given its nearest legal meaning or be construed as deleted as such authority determines,
and the remainder of this Agreement shall be construed to be in full force and effect. �
(c) In the event of any litigation beriveen the parties under this Agreement, the
prevailing party shall be entitled to reasonable attomey's fees and court costs at all trial
and appellate levels. The prodisions of this subparagraph shall survive the closing
coextensively with all other surviving provisions of this Agreement.
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(d) In conshuing this Agreement, the singular shall be held to include the �
plural, the plural shall be held to include the singular, the use of any gender shall be held �
to include every other and all genders, and captions and paragraph headings shall be
disregarded.
(e) All of the exhibits attached to this Agreement are incorporated in, and
made a part of, this Agreement. '
18. E►rtire Agreement, Successor, rsnd Asstgjts. This Agreement constitutes the entire I
understanding and agreement between the parties, and there are no understandings, agreements, i
representations or warranties except as specifically set forth herein. This Agreement may not be
changed, aitered or modified except by an instrument in writing signed by the party against j
whom enforcement of such change would be sought. This Agreement shall be binding upon the j
parties hereto and their respective successors and assigns.
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IN WI7'NESS WHEREOF, the parties hereto have executed and delivered this Agreement as
of the date first above written in severat counterparts, each of which shall be deemed sn original, '.
but alI constituting only one agreement,
Signed in the presence o£ SELL�R: • (
AMEEL PROPERTIES, INC. �
a Missouxi corporation
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By � ! I
Name' Alvrt me -*.
(As to Seller) TiUe: 50 .re.ra �w �
PURCHASER: � �
BAIARCLIFF REALTY, LLC I � II
� � a Missouri limited liability wmpany �
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By. �
' Nathaniel Haged Manager
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(As to Purchaser) j
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ExHie�T A
Le�al Description
Puisuant to paragraphs L and 4 of this Agreement, the Property's legal descriptions shall
be confirmed by a survey and then inserted onto this Exhibit A.
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EXHIBIT A
Legal Description of Sale Land
All that part of Section 7,Township 50,Range 33,described as follows: Commencing at a point 160
poles south of Northwest corner of the northeast J/4 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 beginning,in
Riverside,Platte County,Missouri,except that part conveyed to the State of Missouri for Interstate Route
635 in Book 307,Page 238. Also that part of the west r/a of southeast r/4 of Section 7,Township 50,
Range 33,in Riverside,Platte County,Missouri,except that part taken for highway purposes by the State
of Missouri.
Also excepting the following tract conveyed to the State of Missouri for highway purposes in Book 1077
at Page 463,legally described as follows: All that part of a tract of land located in the NW'/4 of the SE r/4
of fraction Section 7,T50N,R33W,in Riverside,Platte County,Missouri,lying on the left 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 left of Station 27+23.20;thence
northeasterly 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
southwesterly along a non-tangent curve to the left,with an intial tangent bearing of South 63 degrees 44
minutes 01 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.
Also except the permanent right of way acquired by the Riverside-Quindaro Bend Levee District of
Platte 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.
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EXHIBIT B
Permitted Excentions
None.
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