HomeMy WebLinkAbout1107 Authorizing Sale and Transfer of Property to Riverside Horizons, LLC BILL NO. 2012-014 Ordinance No. � I��
AN ORDINANCE AUTHORIZING THE SALE AND TRANSFER OF CERTAIN PROPERTY BY
THE CITY TO RIVERSIDE HORIZONS, LLC; AND AUTHORIZING OTHER DOCUMEN7S AND
ACTIONS RELATED THERETO
WHEREAS, the City and Briarcliff Realty, LLC entered into that certain Master
Development Agreement {the "MDA") on May 10, 2011 which provides for the terms and
conditions upon which Briarcliff Realty may purchase a portion of the Mortgaged Property from
the City; and
WHEREAS, Briarcliff Realty assigned its rights and obligations under the MDA to Briarcliff
Horizons, LLC, an affifiated entity of Briarcliff Realty pursuant to Section 12.5(b) of the MDA; and
WHEREAS, on or about October 21, 2011 Briarcliff Horizons, LLC provided the City with a
Closing Notice pursuant to Section 7.5(a) of the MDA stating its notice of intent to purchase
certain property in the Briarcliff Horizons 5ite, the legal description of which is described on
Exhibit A (the "Sale Property"), in order to construct a project on portion of the Mortgaged
Property, a copy of which is attached hereto as Exhibit B(the "Closing Notice"); and
WHEREAS, the project is anticipated to contribute towards increased activity and
revenues under the L-385 Levee Redevelopment Plan, as amended (the "TIF Plan"), and other
economic development within the City; and
WHEREAS, on or about February 13, 2012 Briarcliff Horizons, LLC fifed articles of
amendment with the Missouri Secretary of State changing its name to Riverside Horizons, LLC;
and
WHEREAS, the Board of Aldermen find it is in the best interest of the City to further
authorize the sale and transfer of the Sale Property by the City to Riverside Horizons, LLC
pursuant to a property purchase contract the form of which is attached as Exhibit C("Property
Purchase Contract ") by Special Warranty Deed, the form of which is attached as Exhibit D; and
N4W, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY
OF RIVERSIDE, MISSOURI, AS FOLLOWS:
Section 1: It is in the best interest of the City, in order to further the objectives of the
TIF Plan, the objectives of industrial and economic development of the City, and the terms and
conditions of the MDA that the IDA sell the Sale Property to Riverside Horizons, LLC;
Section 2: The sale of the Sale Property from the City to Riverside Horizons, LLC at
the price of $.50 per square foot is hereby approved. There are 392,056 square feet within the
Sale Property making the purchase price of the Sale Property $196,028 (the "Sale Price");
Section 3: Representatives of the City are hereby authorized and directed to execute
the Property Purchase Contract attached hereto as Exhibit C;
Section 4: Representatives of the City are hereby authorized and directed to execute
the Special Warranty Deed attached hereto as Exhibit D in favor of Riverside Horizons, LLC;
WA 3355001.1
Section 5: The City shall, and the officers, agents, and employees of the City are
hereby authorized and directed to, take such further action and execute and deliver such
documents and instruments as may be necessary or desirable to carry out and comply with the
intent of this Ordinance;
Section 6: This Ordinance shall be in fuii force and effect from and after its passage
and approval.
PASSED AND APPROVED: the � day of �'u- 12.
;��l�e.�cJ�� l��
Kathleen L. Rose, Mayor
ATTEST:
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Robin Littrell, � ity Cferk
A roved as to F
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Sp ncer Fa e Britt Browne, LLP
Z WA 3355001.1
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
All that part of the Southwest Quarter of Section 5, Township 50 North, Range 33 West,
in the City of Riverside, Platte County, Missouri, described as follows:
COMMENCING at the Northwest corner of the Southwest Quarter of Section 5,
Township 50 North, Range 33 West; thence South 0 degrees 28 minutes 55 seconds
West along the West line of the Southwest Quarter of said Section 5 a distance of
1305.07 feet to a point; thence South 89 degrees 31 minutes 05 seconds East a
distance of 1463.81 feet to the POINT OF BEGINNING; thence South 68 degrees 05
minutes 05 seconds East a distance of 501.55 feet to a point; thence South 21 degrees
54 minutes 55 seconds West a distance of 871.79 feet to a point; thence North 68
degrees 05 minutes 05 seconds West a distance of 404.0� feet to a point; thence North
21 degrees 54 minutes 55 seconds East a distance of 244.14 feet to a point; thence in a
Northeasterly direction along a curve to the left, having a radius of 522.00 feet, through a
central angle of 21 degrees 30 minutes 29 seconds, an arc distance of 195.95 feet to a
point; thence North 0 degrees 24 minutes 26 seconds East a distance of 105.19 feet to a
point; thence in a Northeasterly direction along a curve to the right, having a radius of
325.00 feet, through a central angle of 21 degrees 30 minutes 30 seconds, an arc
distance of 122.00 feet to a point; thence North 21 degrees 54 minutes 56 seconds East
a distance of 219.24 feet to the POINT OF BEGINNING, CONTAINING 392,056
SQUARE FEET, MORE OR LESS. SUBJECT TO A�L EASEMENTS AND
RESTRICTIONS OF RECORD.
3 WA 3355001.1
AGREEMENT OF PURCHASE AND SALE
BETWEEN
THE CITY OF RIVERSIDE, MISSOURI ("SELLER")
AND
RIVERSIDE HORIZONS, LLC ("PURCHASER")
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of the
F,ffective Date hereinafter defined by and between the CITY OF RIVERSIDE, MISSOURI, a Missouri
municipal corporation (°Seller"), and RIVERSIDE HORIZONS, LLC, a Missouri limited liability
company, and/or its assigns ("Purchaser"). All capitalized terms uscd in this Amendment and not defined
herein shall have the mcanings set forth in lhe MDA unless the context clearly requires otherwise. In
consideration of the agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:
RECITALS:
WHEREAS, Briarcliff Realty, LLC and Purchaser entered into a Master Development Agreement
for the development of the Briarcliff Horizons Site dated May 10, 201 1("MDA");
WHEI2EAS, Briarcliff Realty assigned its rights and obligations under the MDA to Briarcliff
Horizons, LLC, an afFiliated entity of Briarcliff Realty pursuant to Section 12.5(b) of the MDA; and
WHEREAS, on or about February 13, 2012 Briarcliff' I Iorizons, I,LC filed articles of amendment
with the Missouri Secrctary of Statc changing its name to Riverside Horizons, LLC; and
WHEREAS, Seller currently owns the real property described in Exhibit A hereto (the "Land"),
which is a part of the Rriarcliff Horizons Site, and wishes to sell the I.and to Purchaser on the terms
herein set forth, and Purcliaser wishes to purchase the Land on tl�e terms herein set forth;
NOW, THEREFORE, in consideration of the premises, TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration, the receipt and suf6ciency of which are hereby acknowledged,
and the mutual undertakings of the parties hereinafter set forth, it is hereby agreed by the parties as
follows:
ARTICLE I I
SALF. AND PURCHASE
1.01 Sale and Purchase. Subject to, and in accordance with, the terms and conditions of the
MDA, ]'urchaser may purchase all or any portion of the Briarcliff Horizons Site in wholc or in part in one
or more transactions in Purchaser's sole discretion. The Purchase Price (the "Purchase Price ") far the
Land shall be One Hundred Ninety-six Thousand Twenty-eight Dollars ($196,028.00), which is based
upon the MDA's purchase price of Fifty Cents ($0.50) per square foot and the property's square footage
of 392,056 square feet as set forth in the Survey prepared by Olsson AssociaLes dated October 1 1, 2011
attachcd hcreto as Exhibit B(the "Sun�ey "). The actual Land to be purchased is described and/or depicted
on the Survey, and its legal description is set forth on Exhibit A altached hereto.
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1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Assured
Quality Title Company, Attention: Don Rodgers, 1001 Walnut Street, Kansas City, Missouri 64106,
phone number (816) 221-2880, fax number (816) 221-2884 (the "Escrow AgenP'), as agent for Fidelity
National Title Insurance Company. No Earnest Money shall be required of Purchaser (the "Title
Insurer").
ARTICLE I1
TITLE ANll SURVEY DOCUMENTS
2.01 Title Commitment. Seller shall, within fifteen (15) days after receipt of a Closing
Notice, at Seller's sole cost and expense, cause to be prepared and furnished to Purchaser for the I,and to
be purchased in the subject Closing Notice an updated title commitment for the Title Policy (the "Title
Commitment") issued by the Escrow Agent sho�ving the Authority as the record title owner of the Land,
hy the terms of which the Escrow Agent, as agent for the Title lnsurer, agrees to issue to or for Purchaser
a standard ALTA form of owner's policy of titic insurance (tl�e "Title Policy") at the Closing with respect
to the Land in the amount of the Purchase Price, insuring Purchaser's fee simple title to the Land
identified in the Closing Notice to be good and indefeasible subject to the terms of such Title Policy and
the exccptions specified therein, together witl� readily legible copies of all documents and plats, if any,
which are referred to in the Title Commitment. Seller and Purchaser shall pay Lhe expenses of obtaining
the Title Volicy as hereinafter provided. The Title Policy shall exclude all standard pre-printed exceptions.
2.02 Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and
furnished to Purchaser, Purchaser's legal counsel and the Escrow Agent, an updated ALTA survey (thc
"Survey") of the Land prepared by a surveyor of Purchaser's choosing (the "Surveyor") as of a date which
is subsequent to the Effective Date.
2.03 Review of TiUe and Suney. Purchaser shall have a period of time (the °Title Review
Period") commencing on the Effective Date of each Closing Notice and ending on ten (10) days prior to
Closing in which to notify Seller in writing of any objections Purchaser has to any matters shown on the
Title Commitrnent. All objections raised by Purchaser in the manner herein provided are hereafter called
"Objections." 3eller shall have the option, but not the obligation, to remedy or remove all Objections (or
agree irrevocably in writing to remedy or remove all such Ohjections at or prior to Closing) during the
period of time (the "Cure Period') ending on the tenth (lOth) business day after Seller's receipt of
Purchaser's notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure,
such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters.
In the event Seller is, or is deemed to be, unable or unwilling to retnedy or cause the removal of any
Objections (or agree irrevocably to do so at or prior to Closing) within the Cure Period, then eiYher (i) this
Agreement may be terminated in its entirety by or on behalf of Purchaser by giving Seller written notice
to such effect during the period of time (the °Terrnination Periorl') ending on the tenLh (IOth) business
day following the cnd of the Cure Period, whereupon all parties hereto or mcntioned herein shall be
released and relieved of further obligations, liabilities or claims hereunder; or (ii) any such Objections
may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such
Objections if notice of termination is not given within the Termination Period. Any title encumbrances or
exceptions which are set forth in the Title Commitment and to which Purchaser does not object on or
prior to the last day of the Title Review Period (or which are thereafter waived or deemed to be waived by
Purchaser) shall be deemed to bc perniirted exceptions (the "Pern:itted Excepiions") to the status of
Scller's title to the Land.
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ARTICLE III
CONDITIONS PRECEDENT TO CLOSING
3.01 Purchaser's Conditions Precedent. Purcliaser's obligation to consummate the
transaction contemplated herein is conditioned upon satisfaction of Seller's performance or compliance
with all of Seller's covenants, agreements and obligations under this Agreement.
3.02 Seller's Conditions Precedent. Seller's obli�ation to consummate the transaction
contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the
Closing, any one or more of which conditions precedent may be waivcd by Scller in Seller's sole
discretion:
(a) Representations and Warranties. None of the representations and warranties of
Purchaser set forth in Section 3.03 of this Agreement shall be untrue or inaccurate;
(b) Purchaser's Obligations. Purchaser shall have performed or complied with all
of Purchaser's covenants, agreements and obligations under this Agreement; and
(c) No Bankruptcy Proceeding. There shall not have been instituted by or against
Purchaser any bankruptcy proceeding.
(d) CompG$nce with Conditions of Master Developroent Agreement. Purchaser
shall have performed or satisfied all of the conditions precedent set out in Section 7.5 of the MDA.
3.U3 Purchaser's Representations and Warranties.
(a) Purchaser's Authnrity. This Agreement has been duly authorized by requisite
action and is enforceable against Purchaser in accordance with its terms; neither the execution and
delivery of this Agreement nor the consummation of the sale provided for herein will constitute a
violation ar breach by Purchaser of any provision of any agreement or other instrument to which
Purchaser is a party or to which Purchaser may be subject although not a party, or will result in or
constitute a violation or breach of any judgment, order, writ, junction or decree issued against or binding
upon Purchaser;
(b) No Pendiog Proceedings. Purchaser has no actual knowledge that there is any
action, suit, proceeding or claim affecting Purchaser or relating to the authority of Purchaser to purchase
tlie Land; and
(c) Office of Foreign Assets Control (OFAC) issues.
(1) Purchaser represents and warrants that (A) Purchaser and each person or
entity owning an interest in Purchaser (i) is not currently identified on the List, and (ii) is not a person or
entity with whom a citizen of the United States is prohibited to engage in transactions by any trade
embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of
the President of the United States, (E3) none of the funds or otl�er assets of Purchaser constitute property
of, or are beneficially owned, directly or indirectly, by any Purchaser I?mbargoed Person (as hereinafter
defined), (C) no Purchaser Embargoed Person has any interest of any nature whatsoever in Purchaser
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WA 3357733.1
I
' (whether directly or indirectly), (D) Purchaser has implemented procedures, and will consistently apply
those procedures, to ensure the foregoing representations and warranties remain true and correct at all
times. The term "Purchaser Emhargoed Person" means any person, entity or govemment subject to trade
restrictions under U.S. law, including but not limited to, the Internatio�al Emergency Economic Powers
Act, 50 U.S.C. §1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any
Executive Orders or regulations promulgated thereunder, with [he result that the investment by Purchaser
is prohiUited by law or Purchaser is in violation of law.
(2) Purchaser also shall require, and shall take reasonable measures to ensure
compliance wilh the reyuirement, that no person who owns any other direct interest in Purchaser is or
shall be listed on any of the Lists or is or shall be a Purchaser Embar�oed Person. This Section shall not
apply to any person to the extent that such persods interest in the Purchaser is lhrough a U.S. Publicly-
Traded Entity.
ARTICLE IV
CLOSING
4.01 Closing Date and Time. Providcd that all of the conditions of this Agreement and the
MDA shall have theretofore been satisfied, the closing (the "Closing") of the purchase and sale of the
Land shall be conducted at such lime and location as shall be mutually agreeable to Seller and Purchaser.
Purchaser may, at its option, extend tl�e Closing Date for up to one (1) additional ten (10) day period,
upon written notice to Seller, prior to the then scheduled Closing Date. The date on which the Closing
actually occurs is referred to tierein as the "Gosing Date."
4.02 Seller's Closing Matters. At the Closing, Seller shall do the following:
(a) Special Warranty Deed. Execute, acknowledge and deliver to Purchaser a
special warranty deed (the "Deed') conveying to Purchascr good and indefeasible title in fee simple to the
Land, subject only to the Permitted Esceptions;
(b) Non-foreign Person Aftidavit. Execute and deliver an affidavit in forn� and
substance reasonably satisfactory to Purchaser confirming that Seller is not a foreign person or entity �
within the meaning of Section I445 of the Internal Revenue Code of 1986, as amended;
(c) F,vidence of Authority. Deliver to Purchaser such evidence of Seller's authority j
to consummate the sale of the Land as is contemplated in this Agreement or as Purchaser or the Escrow
Agcnt may reasonably reqUest; I
(d) Possession of the Land. Deliver possession of the Land to Purchaser;
(e) Owner's Titic Policy. Deliver or cause the 'I'itle Insurer to commit to delivering
the Title Policy;
(� Taa Certificates. Deliver tax certificates or other writlen evidence showing that
there are no delinquent taxes, assessments or PI1.07'S affectinS tlie La��d as of the Closing Date;
(g) Certificate ot Representations. Seller shall deliver an updatied certificate of the
representations and warranties set out in lhe Master Uevelopmcnt Agreement as of the Closing Date;
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WA 3357733.1
(h) Assignment of Contracts and Assignment of Leases. Deliver to Yurchaser an
absolute assignment of all Contracts concerning the Land entered into by Seller, if any; and
(i) Other pocuments. �xecute, acknowledge where required and/or deliver any and
all other items contemplated by tlie terms of this Agreement or reasonably required by Purchaser or its
legal counsel or by the Escrow Agent.
4.03 Purchaser's Closing Matters. At the Closing, Purchaser shall do the following:
(a) Purchase Price. Deliver the Purchase Price to the Escrow Agent by U. S.
Federal Reserve Sysfem wire lransfer or other immediately available good funds;
(b) Evidence of Authority. Deliver such evidence of authority to close the purchase
of the Land pursuant to this Agreement as Seller or the Escrow Agent reasonably requests; and
(c) Other Items. Execute, acknowledge where required and/or deliver any and all
other items contemplated by the terms of this Agreement or reasonably required by Seller or its legal
counsel or by the Escrow Agent.
4.04 Closing Costs. Seller shall pay the premium for the Owner's TiHe Policy (including
deletion of the standard exceptions set forth in Section 3.01), all recording charges for the Deed, all costs
of the Title Policy, and any special charges ar assessments affecting the Land required lo be paid prior to
Closing lo deliver unencumbered title to the i and to Purchaser. Purchaser shall pay all costs and expenses
relating to Purchaser's financing, including any recording fees for Purchaser's security documents and the
cost of any mortgagee or loan policy required by Purchaser's lender, and the cost of any cndorsements or
special coverages required by Purchaser to the Title Policy. Each party shall be responsible far the
payment of its own attorneys' fees incurred in connection wilh this A� and all other expenses
which such party incurs. The parties shall splik any escrow fee and expenses charged by the Escrow
Agent.
4.05 Prorations. Prorations shall be made as follows as of 12:01 a.m. on the Closing Date:
(a) Rents and Income. Collected rents and other income from the Land, if any,
which are attributable to die period of time in which the Closing occurs shall be prorated between the
parties as of the Closing, and Purchaser shall receive credit against the Purchase Priee for the portion of I
such rents and other income which is attributable to the period after Closing. Delinquent rents shall not be I
prorated; provided, however, that, if Purchaser collects any delinquent rents or expcnse reimbursements
after Closing, Purchaser agrees to pay to Scller any delinquent rents or expense reimbursements
attributable to the period prior to the Closing Date after all rents or expense reimbursements attributable
to the period from and after the Closing Date shall have been paid in full.
(b) Current Ad Valorem T�es. Real and personal property ad valorem taxes,
assessments and PILOTS pertaining to the Land 1'or lhe year in which the Closing occurs shall be prorated
as of the Closing (collectively, "Trzres"), based upon actual days involved. Seller shall be responsible for
all Tases pertaining to die Land for any period prior to the Closing. Purchaser shall receive credit on the
amount of the cash payments to be made by Purchaser pursuant hereto for the prorated amount of such
Taxes for the year of Closing which is chargeable to Seller. In connection with the proration of Taxes, if
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actual figures for the year of the Closing are not available at the Closing, an estimated, tentative proration
of Taxes shall be made using most recent assessment and tax rate information available; provided,
however, that, when the actual taaces for the year of the Closing are available, a corrected proration of
taxes shall be made. Tf such Ta:ses for the year of tl�e Closing increase over those for the preceding year,
Seller shall pay to Purchaser a pro rata portion of such increase, compu[ed to the Closing Date, and
conversely, if such taxes for the year of the Closing decrease from those of the preceding year, Purchaser
shall pay to Seller a pro rata portion of such decrease, computed to the Closing, with any such payment to
be made within ten (]0) days after notificalion by either party that such adjustment is necessary. If all or
part of the Land is located in a tax parcel for the year of Closing which includes property that is not
within the Land, then the Taxes attributable to such tas parcel far the land value only and excluding the
value of any improvements there for the year of Closing shall be allocated between the Land (or
applicable portion thereofl and the other portions of such ta�t parcel on the basis of the percentages which
the gross surface areas of the Land (or applicable portion thereo� and such other portions of such tax
parcel represent of the total gross surface area of such tax parcel. If all or part of the Land is located in a
tax parcel for the year of Closing which includes property that is not within the Land, and all Taxes
attributable to such tax parcel shall not have bcen paid in full at or prior to the Closing Date, each of
Seller and Purchaser shall be obligated to deposit in escrow with the Escrow Agent at Closing an amount
equal lo [he 'I'axes estimated to be due wifh respect to their respective portions of such tax parcel for the
entire year of Closing, which amounts will be held by Escrow Agent pursuant to an escrow agreement in
form reasonably acceptable to Seller and Purchaser. This provision shall survive the Closing.
(c) Other Taxes and Assessments. All TaYes to the Closing Date (including
installments due after the Closing Date with respect to special assessments which are payable in
installments) and all Taxes for periods prior to the tax year in which the Closing occurs shall be paid in
full by Seller on or before the Closing Date. Seller shall bc responsible for and indemnify Purchaser
against any Taxes attriUutable to the period prior to the Closing Date, including, but not limited to, any
Taxes deferred to subsequent years due to an exemption or special use valuation. �
(d) Post-Closing Adjustments. Seller shall, on or before the Closing, furnish to I
Purchaser and the Escrow Agent all infonnation reasonably available to Seller that is necessary to
compute the foregoing prorxtion of Taxes. To the extent possible, the amount of any adjusttnent described
in this section shall be estimated and paid at the Closing based upon the best information available to
Purchaser and Seller at the time, and shall be adjusted as soon thereafter as may be reasonably practicablc
when 6nal billings are available or wl�en such amounts may be determined with reasonable certainty. The
foregoing obligations shall survive the Closing, any other provision hereof to the contrary
notwithstanding.
ARTICLE V
RFMFDTFS
5.01. Purchaser's Remedies.
(a) Remedies for Failure to Close. In the event that Seller iails or refuses to convey
the Land at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant to this Agreement
and the MDA, deposited the Purchase Price with the L:scrow Agent, and is prepared to proceed with
Closing, Purchaser may exercise one of the following exclusive remedies: (a) terminate this Agreement
by giving Seller written notice of such election prior to or at the Closing, and thereupon [his Agreement
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shall terminate, and all parties hereto or mentioned herein shall be relieved and released of all further
obligations, daims and liabilities hereunder; (b) to waive, prior to or at the Closing, the applicable
objection or condition and proceed to the Closing of the transaction contemplated hereby in accordance
with the remaining terms hereof; or (c) seek specific performance of 5eller's obligation to convey the
Land under this Agreement. Concurrendy with the execution of this Agreement, Seller and Purchaser, at
Purchaser's request, shall execute a memorandum of this Agreement that Purchaser wiJl be entitled to
record in the �ppropriate real property records of Platte County, Missouri, in order to give constructive
notice of the existence of this Agreement.
5.02 Seller's Remedies. If Purchaser wrongfully fails or refuses to perform Purchaser's
obligations pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be
entitled, as 5eller's sole and exclusive remedy, to terminate this Agreement by written notice to Purchaser
and the Escrow Agent
ARTICLE VI
MISCELLANEOUS
6.01 Escrow InstrucNons. Intentionally Omitted.
6.02 Integration. This Agreement constitutes the entire and final expression of the agreement
of the parties hereto and supersedes all prior agreements and understandings of the parties, either oral or
written. There are no other agreements, oral or written, between the parties regarding the Land.
6.03 Moditication. This AgreemenC can be amended only by written agreement signed by the
parties hereto and by reference madc a part hereof.
6.04 Binding Effect. This Agreement shall be binding upon and inure to the benetit of Seller �
and Purchaser, and their respective heirs, personal representatives, successors and assigns. I
I
6.05 Notices. Any notice, communication, request, demand, reply or advice (severally and
collectively referred to as "Notice") in this Agreement required or permitted to be given, made or
accepted must be in wriling. Notice may, unless otherwise specifically provided herein, be given or
served (a) by depositing the same in a receptacle regularly maintained and serviced by the United States
Postal Service, postage pre-paid, registered or certified, and addressed to the party to be notified, with
return receipt requested, or (b) by delivering the same to such party, or an agent of such party, by
commercial courier. Notice sent by registered or certified mail in the manner hereinabove described shall
be effective on the earlier of the third (3rd) business day after such dcposit or the actual receipt thereof.
Notice given by commercial courier shall be effective on the date delivered to the other party. Nor the
purposes of Notice, the addresses of the parties shall, until changed as provided below, bc as follows:
Seller: The City of Riversidc, Missouri
Attention: Mayor
City Hall
2950 NW V ivion Road
Riverside, MO 64150
Purchaser: Riverside Horizons, LLC
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Attention: Nathaniel Hagedorn
4151 N. Mulberry Drive, Suite 205
Kansas City, MO 64116
The parties hereto shall have the right from time to time to change their respective addresses, and each
shall have the right to specify as its address any other address within the United States of America, by not
less than ten (] 0) days' prior written notice to the other party.
6.06 Brokerage Commissions. Each party represents and warrants that no real estate
brokerage commission fee is payable to any person or entity in connection with the transaction
contemplated hereby, and each party shall indemnify, defend and hold the other party harmless from and
against the payment of any commission or fee to any person or entity claiming, or alleging to claim, by,
through or under the indemnifyin� party.
6.07 Time. Time is of the essence in all things pertaining to the performance of tl�is
Agreement.
6.08 Survival of Obligations. To the extent necessary to carry out the terms and provisions
hereof, the terms, conditions, wananties, representations, obligations and rights set forth hercin shall not
be deemed terminated at the time of the Closing, nor shall they merge into the various documents
executed and delivered at the time of the Closing. All representations and warranties by Seller in this
Agreement (i) will expire one (1) year after the Closing Date as to matters for which Purchaser has not
provided written notice to Seller within such period of time; and (ii) will expire as to all matters specified
in any such written notice to the extent that such matters are not resolved or made the subject of litigation
instituted prior to the expiration of three (3) ycars after the Closing DaCe.
6.09 APPLICABLE LAW; VENUE; WAIVER OF JURY T121AL. THE LAWS OF THE
STATE OF MISSOURI SEIALL GOVERN THE CONSTRUCTfON, ENFORCEMENT,
INTERPRETATION AND VALIDITY OF THIS AGREEMI:NT. THE OBLIGATIONS OF THE
PARTiES ARE PERFORMABLr, AND VENUE FOR ANY LEGAL ACTiON ARISING OUT OF
TFIIS AGREEMENT SHALL LIE, IN PLATTE COUNTY, MISSOURL SELLI:R AND PURCHASER
EACH HEREBY WAIVE THE RIGHT TO A TRiAL BY JURY 1N ANY PROCEEDING ARISING
OUT OF OR iN CONNECTION WITH TFI[S AGREEMENT.
6.10 Headings. The headings that have been used throughout this Agreement have been
inserted for convenience of reference only and do not constitute matters to be construed in interpreting
this Agreement.
6.11 Terminology. Words of any gender used in this Agreement shall be held and construed
to include Tny other gender and words in the singular number shal) be held to indude the plural, and vice i
versa, unless the context requires otherwise. The words °herein," "hereof," "hereunder" and other similar
compounds of the word "here" when used in this Agreement shall refer to the entire Agreement and not to !
any particular provision or section. Thc words "include" and "including" shall be deemed to be followed
by the phrase "without limitation" unless otherwise qualified.
6.12 Construction of Agreement. This Agreement shall not be construed more stricdy I
against one party than against the other merely by virtue of the fact that it may have been prepared by
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WA 3357733. t
legal counsel for one of the parties, it being recognized that both Seller and Purchaser have contributed
substantially and materially to the preparation of this Agreement.
613 Severability. If any one or more of the provisions of this Agreement, or the applicability
of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall
be modified tu the minimum extent necessary to make it or its application valid and enforceable, and the
validity and enforceability of all other provisions of this Agreement and all other applications of any such
provision shall not be affected d�ereby.
6.14 Counterpart Execution. This Agreement may be executied in several counterparts, each
of which shall be fully executed as an original and all of which together shall constitute one and the same
instrument.
6.15 Further Aets. ln addition to the acts recited in this Agreement to be perfornied by Seller
and Purchaser, Seller and Purchaser agree to perforn� or cause to be performed at the Closing or after the
Closing any and all such further acts as may be reasonably necessary to consummate the transactions
contemplated hereby.
b.16 Litigallon. In the event of litigation between the parties with respect to the Land, this
Agreement, the performance of the obligations hereunder or the effect of a termination under this
Agreement, the losing party shall pay all reasonablc attorneys' fees and expenses and court costs incurred
by the prevailing party in connection with such litigation.
6.17 Benefit. This Agreement is for the benefit only of thc parties hereto or their respective
heirs, personal representatives, successors and assigns, and no other person or entity shall be entitled to
rely hereon, receive any benefit herefrom or enforce against any party hereto any provision hercof.
6.18 Assignment. Purchaser may assign this Agreement and all rights hereunder to an
affiliated entity provided that (i) Purchaser shall remain jointly and severally liable with the assignee for
the obligations contained in this Agreement; (ii) Purchaser, and any assignee by accepting assignment of
this Agreement, expressly agrees to defend and indemnify Seller from any litigation arising oul of the
assignment; (iii) written notice of the assignment, including the name of the assignec, is provided to
Seller at three (3) business days prior to Closing.
6.19 Form of Instruments. Except as otherwise provided herein, all instruments to be
furnished hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such
instrument.
6.20 Tenders of Performance. All tenders of performance shall be made at the Closing and at
or before the time specified for the Closing. I
6.21 Legal Holidays and Business Days. If any date herein set forth for the performance of I � I
any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided
should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall
be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used
herein, the term "legal holiday" mcans any federal holiday for which tinancial institutions or post offices
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WA 3357733.1
in Riverside, Missouri are generally closed for oUservance thereof. As used herein, the term "business
day" shall mean a day which is not a Saturday, Sunday or legal holiday.
6.22 Nonwaiver. Except as otherwisc specifically provided for l�ereunder, no party shall be
deemed to have waived any of its rights hereunder unless such waiver is in writing and signed by the
party waiving such right. ExcepL as otherwise specifically provided for hereunder, no delay or omission
by any party in exercising any right shall operate as a waiver of such right or of any other right. A waiver
on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future
occasion. Except as otherwise provided in Sections 7.01 and 7.02 hereof, all rights and remedies, whether
evidenced hereUy or by any other agreement, instrument or paper, will be cumulative and may be
exercised separately or concurrently.
6.23 Effective Date; Acceptance. The effective date (the "Effective Date") of this Agreement
shall be the date that the Escrow Agent receives and receipts one or more counterparts of this Agreement
that have been signed by both Seller and Purchascr. The execution hereof by Purchaser shall constitute an
offer Uy Purcl�aser to Seller to purchase the I.and on the terms and conditions herein stated, which must
be accepted by Seller on or before 5:00 p.m., the City of Riverside, Missouri time, on the tenth (l Oth)
business day (the "Acceptance Date") following the date set forth below Purchaser's signature hereto, by
the execution hereof by Seller and the delivery of at least two fully-executed counterparts of same to the
Escrow Agent on or before the Acceptance Date with instructions to deliver at least one fully executed
copy thereof to Purchaser. if Purchaser's offer is not accepted in such manner by the Acceptance Date, tlie
same shall be thereafter null and void.
IN WITNESS WHEREOF, this Agreement has been duly executed in multiple counterparts (each
of which is to be deemed an original for all purposes) by the parties hereto on the respective date
appearing below each party's signature to be effective on the Effective Date herein specitied.
SF.LLF,R
THE CITY OF RNERSIDE, MISSOURI
a Missouri municipal corporation
r� l��G� �l�C.�
Mayor
n
Date: � � �
PURCHASER
RiVERSIDE HORIZONS, LLC,
a Missouri limited liability company
/
By:
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1�
W A 3357733.1
I
Nathaniel Hagedorn, Manager
Date: ��� �J �-D ! �
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WA 3357733.1
ESCROW AGENT RECEIPTS
The undersigned Escrow Agent acknowledges rece� of this Agre ment of Sale and Purchase
�nd agrees to be bound by the terms of this Agreement this � day of �, 20] 2.
FIDELI'fY NATIO TI INSU NCE COMPAN
By:
Name: �� � , v �
Titic:
v � � ��
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WA 33i5646.1
a
EXHISIT A
LEGAL DESCRIPTION
All that part of the Southwest Quarter of Section 5, Township 50 North, Range 33 West, in the City of
Riverside, Platte County, Missouri, described as follows: COMMENCING at the Northwest corner of the
Southwest Quarter of Section 5, Townsliip 50 North, Range 33 West; thence South 0 degrees 28 minutes
55 seconds West along the West line of the Southwest Quarter of said Section 5 a distance of 1305.07 feet
to a point; thence South 89 degrees 31 minutes OS seconds East a distance of 1463.81 feet Yo the POINT
OF BEGINNING; thence South 68 degrees OS minutes OS seconds East a distance of 501.55 feet to a
point thence South 21 degrees 54 minutes 55 seconds West a distance of 871.79 feet to a point; thence
North 68 degrees OS minutes OS seconds West a distance of 404.00 feet to a point; theuce Nortli 21
degrees 54 minutes 55 seconds East a distance of 244.14 feet to a point; thence in a Northeasterly
direction along a curve to the left, having a radius of 522.00 feet, through a central angle of 21 degrees 30
minutes 29 seconds, an arc distance of 195.95 feet to a point; thence North 0 degrees 24 minutes 26
seconds East a distance of ] 05.19 feet to a point thence in a Northeasterly direction along a curve to the
rigl�t, having a radius of 325.00 feet, through a central angle of 21 degrees 30 minutes 30 seconds, an arc
distance of 122.00 feet to a point; thence North 21 degrees 54 minutes 56 seconds East a distance of
219.24 feet to the POINT OP BGGINNING and containing 392,056 Syuare Feet or 9.000 Acres, more or
less.
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WA 3357733.1
EXHIBIT B
SURVEY
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{P:,DOCS/1893/004/00559992;I �
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WA 3357733.1
�
EXHIBIT D
FORM OF SPECIAL WARRANTY DEED
CITY TO RIVERSIDE HORIZONS, LLC
THIS INDENTURE is made as of , 2012 by the CITY OF
RIVERSIDE, MISSOURI, a fourth class city organized and existing under the laws of the State
of Missouri, as grantor ("Grantor"), with a mailing address of 2950 NW Vivion Road, Riverside,
Missouri 64150 to RIVERSIDE HORiZONS, LLC, a limited liability company organized and
existing under the laws of the state of Missouri, as grantee ("Grantee"), with mailing address of
6300 North Revere, Suite 225, Kansas City, Missouri 64151.
W1TNE5SETH: THAT GRAIVTOR, in consideration of the sum of TEN AND NQl10�
D�LLARS ($10.00) and other valuable consideration to it in hand paid by Grantee (the receipt
of which is hereby acknowledged) does by these presents, SELL and CONVEY unto Grantee,
its successors and assigns, the lots, tracts or parcels of land, lying, being and situate in the
County of Platte and State of Missouri as described as follows:
All that part of the Southwest Quarter of Section 5, Township 50 North, Range 33 West,
in the City of Riverside, Platte County, Missouri, described as follows:
COMMENCING at the Northwest corner of the Southwest Quarter of Section 5,
Township 5D North, Range 33 West; thence South o degrees 28 minutes 55 seconds
West along the West line of the Southwest Quarter of said Section 5 a distance of
1305.07 feet to a point; thence South 89 degrees 31 minutes 05 seconds East a
distance of 1463,81 feet to the POINT OF BEGINNING; thence South 68 degrees 05
minutes 05 seconds East a distance of 501.55 feet to a point; thence South 21 degrees
54 minutes 55 seconds West a distance of 871.79 feet to a point; thence North 68
degrees 05 minutes 05 seconds West a distance of 404.00 feet to a point; thence North
21 degrees 54 minutes 55 seconds East a distance of 244.14 feet to a point; thence in a
Northeasterly direction along a curve to the left, having a radius of 522.00 feet, through a
central angle of 21 degrees 30 minutes 29 seconds, an arc distance of 195.95 feet to a
point; thence North 0 degrees 24 minutes 26 seconds East a distance of 105.19 feet to a
point; thence in a Northeasterly direction along a curve to the right, having a radius of
325.00 feet, through a central angle of 21 degrees 30 minutes 30 seconds, an arc
distance of 122.00 feet to a point; thence North 21 degrees 54 minutes 56 seconds East
a distance of 219.24 feet to the POINT OF BEGINNING, CONTAINING 392,056
SQUARE FEET, MORE OR LESS. SUBJECT TO ALL EASEMENTS AND
RESTRICTIONS OF RECORD.
EXCEPT AND FURTHER SUSJECT TO:
a. The subject property is conveyed subject to that certain Declaration of covenants,
restrictions, easements, charges, assessments and liens for Horizons Business ParklPlanned
Development District, dated and recorded in the Office of the Recorder of
Deeds of Platte County, , under pocument No. , as may be heretofore and
hereafter amended in accordance therewith, all of the provisions of which are specifically
�P;/Docs/1993/OD4/00603718;2 } WA 3357596.1
incorporated herein by reference thereto (herein the "Declaration"), and ail of which GRANTEE
accepts as covenants running with the land and binding at law as well as equity upon
GRANTEE and its successors in title to the subject property, and the obligations of which
GRANTEE, for itself and its successor in title, agrees to observe and perform.
b. This Deed is made and delivered upon the condition subsequent, which shall be binding upon
and enforceable against GRANTEE and its successors in title, that if the commencement of
vertical construction conforming to submitted design criteria and approved plans and
specifications shall not have been commenced within sixty (60) days from the date hereof, ,
then all right, title and interest herein conveyed in and to the subject property shall, at the
election of GRANTOR, automatically revert to and become the property of GRANTOR, which
shall have the immediate right to enter upon and take full possession of the subject property,
and shall be obiigated to forthwith refund to Gf2ANTEE or its then successor(s) in title all monies
paid on the purchase price of the subject property by GRANTEE to GRANTOR. Upon request
of GRANTEE for good cause shown, an extension of GRANTEE'S covenant to commence
vertical construction may be granted by GRANTOR, such consent shall not be unreasonably
withhe{d or delayed. The failure of GRANTOR to insist upon strict performance of such condition
subsequent, in whole or in part, shall not affect a waiver or re�inquishment of the same. When
vertical construction of such building and facilities has commenced in accordance with the terms
herein provided, then ti) all reversionary rights of GRANTOR shall terminate and be
extinguished, and (ii) GRANTEE shall thereupon hold title to the subject property free and clear
of this condition, GRANTOR shall at the request and expense of GRANTEE, execute and
record against title to the subject property a writing validly evidencing the termination of
GRRNTOR'S reversionary right as hereinabove setforth .
TO HAVE AND 7� HOLD the premises aforesaid, with all and singular the rights
privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto
Grantee and unto its successors and assigns forever, Grantor hereby covenanting that said
premises are free and clear from any encumbrance (except as referenced above) done or
suffered by it; and that it will warrant and defend the title to said premises unto Grantee and
unto its successors and assigns forever, against the lawful claims and demands of all persons
claiming under Grantor.
IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day
and year first above written.
GRANTOR
CITY OF RIVERSIDE, MISSOURI
By:
Kathleen L. Rose, Mayor
ATTEST:
By:
City Cferk
�P�.(Docs)1893j004J0�503718;2 ) wa 3357596.1
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
C�UNTY OF PLATTE )
ON THIS day of , 2012, before me, the undersigned, a Notary
Public in and for said County and state, personally appeared Kathleen L. Rose to me personally
known, who being by me duly sworn, did say that she is the Mayor of the City of Riverside,
Missouri, a municipal corporation duly organized and existing under the laws of the state of
Missouri, and that the seal affixed to the foregoing instrument is the seal of said municipality,
and that said instrument was signed and sealed in behalf of said municipality by free act and
deed of said municipality.
WITNESS my hand and official seal in the County and State aforesaid, the day and year
first above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
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