HomeMy WebLinkAboutR-2012-050 Agreement Purchase and Sale - Horizons RESOLUTION NO. R-2012-050
A RESOLUTION AUTHORIZING TIiE CITY TO ENTER INTO AN AGREEMENT OF
PURCHASE AND SALE AND AUTHORIZING OTHER DOCLIMENTS AND ACTIONS
WHEI2F,AS, Briarcliff Realty, LLC and the City entered into a Master Development
Agreement for the devclopment of the Briarcliff Horizons Site daCed May 10, 201 1("MDA");
and
WHF,RF,AS, Briarcliff Realty assigned its rights and obligations under the MDA to
Briarcliff Horizons, LLC, an affiliated entity of Briarcliff Realry pursuant to Section 12.5(b) of
the MDA; and
WHEREAS, on or about February 13, 2012 Briarcliff Horizons, LLC filed articles of
amendment with the Missouri Secretary of State changing its name to Riverside Horizons, LLC;
and
WHEREAS, the City currently oivns the real property described in Exhibit A hereto (the
"Land"), which is a part ofthe Briarcliff Horizons 5ite, and finds it to be in the best interest of
the public to sell the Land to Riverside Horizons LLC on the terms herein set forth, and
Purchaser wishes to purchase tlle Land on the terms herein set forth.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
THAT it is in the best interest of the City, in order to further the objectives of industrial
and economic development of the City, to enter into the Agreement of Purchase and Sale,
attached hereto as Exhibit B;
FURTHER THAT representatives of the City are hereby authorized and directed to
execute the Agreement of Purchase and Sale attached hereto as Exhibit B;
FURTHER THAT the City sha11, and the ofticers, agents, and employees of the City are
hereby authorized and directed to, take such further action and execute and dcliver such
documents and instruments as may be necessary or dcsirable to carry out and comply with the
intent of this Resolution;
FURTHER THAT this Resolution shall be in full force and effect trom and after its
passage and approval.
PASSED AND APPROVED: the �� � day of G , 2012.
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� ; Kathleen L. Rose, Mayor
ATT�ST; ., . .
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Robin. Littrell, City Clerk
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Exhibit A
Legal Description
Ail of Lot 1 of the R�PLAT OF LOT 13 RIVERSIDE HORIZONS E�1ST FIRST PLAT, a
subdivision in Riverside, Platte County, Missouri, subject to all easements and restrictions of
cecord.
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Eshibit B
Agreement of Purchase and Sale
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AGREEMENT OF PURCHASE AND SALE
BF,TWEEN
THE CITY OF RIVERSIDE, MISSOURI ("SELLER")
AND
R[VERSIDE HORIZONS, LLC ("PURCHASER")
THIS AGREEMENT OF PURCHASF, AND SALE (this "Agreemen!") is made as of the
Effective Date hereinafter defined by and between the CITY OF R[VERSIDE, MISSOURI, a Missouri
municipal corporation ("Seller"), and RIVERS(DE HORIZONS, LLC, a Missouri limited liability
� company, and/or its assigns ("Pur•chnser"). All capitalized terms used in this Amendment and not defined
herein sliall have the meanings set forth in the MDA unless the context clearly requires otherwise. In
consideration of the agreements conlained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:
RECITAL5:
WHEREAS, Driarcliff Realty, LLC and Seller entered into a Master Uevelopment Agreement for
the development of the Briarcliff Horizons Site dated May I D, 201 I("MDA");
WHEREAS, 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 Horizons, LLC filed articles of amcndment
with the Missouri Secretary of State changing its name to Riverside Horizons, LLC; and
WHEREAS, Se]ler currently owns the real property described in Exhibit A hereto (the "Larad "),
which is a part of the Briarcliff Horizons Site, and wishes to sell the Land to Purchaser on the terms
herein set forth, and Purchaser �vishes to purchasc the Land on the terms herein set forth;
NOW, THEREFORE, in consideration ofthe premises, TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby ackno�vledged,
and the mutual undertakings of the parties hereinafter set forth, it is hereby agreed by the parties as
follows:
ARTICLE 1
SALF. AND PURCHASE
1.01 Sale and Purchase. Subject to, and in accordance with, the terms and conditions of the
MDA, Purchaser may purchase all or any po�2ion of the Briarcliff Horizons 5ite in whole or in part in one
or more transactions in Purcliaser's sole discretion. "I'he Yurchase Price (the 'Purchnse Prrce") for the
Land shall be Ninety-Two Thousand Eighty Five Dollars ($92,085.00), which is based upon the MDA's
purchase price of Fifty Cents ($Q50) per square foot and the property's square footage of 184,170 square
feet as set forth as Lot 1 of the rcplat of Lot 13 in Riverside Horizons East First Plat in the Survey
prepared for the Replat of Lot 13, Riverside Horizons East First Plat by Renaissance Infrastructure
Consultants dated March 30, 2012 attached hereto as Exhibit R(the "Survey"). The actual Land to be
purchased is described and/or depicted on the Survey, and its legal description is set forth on F_,xhibit A
attached hereto.
1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Assured
Qualiry Tide Company, Attention: Don Rodgers, 1001 Walnut Street, Kansas City, Missouri 64106,
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phone number (816) 221-2880, fax number (816) 221-2884 (the "Escrow Agent"). No F.,arnest Money
shall be required of Purchaser.
ARTICLE II
TITLE AIVD SURVEY DOCUMENTS
2A1 Title Commitment. Seller shall, within fifteen (IS) days after receipt of a Closing
Notice, at Seller's sole cost and expense, cause to be prepared and fumished to Purchaser for the Land to
be purchased in the subject Closing Notice an updated title commitment for the Title Policy (the "Title
Commitment") issued by Assured Quality Title Company (the "Title Ins:{rer") showing the Authority as
the record title owner o£ the Land, by the terms of which the Escrow Agent, as agent for the Title [nsurer,
agrees to issue to or for Purchaser a standard ALTA form of owner's policy of title insurance (the "Title
Polrcy") at the Closing with respect to the Land in the amount of the Purchase Price, insuring Purchaser's
fee simplc title to the Land identified in the Closing Notice to be good and indefeasible subject to the
terms of such "1'itle Yolicy and the exceptions specified therein, together with readily legible copies of all
documents and plats, if any, which are referred to in the "I'itle Commitment. Seller and Purchaser shall pay
the expenses of obtaining the Title Policy as hcreinafter provided. The Title Policy shall exclude all
standard pre-printed cxceptions.
2.02 Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and
fiirnished to Purchaser, Purchaser's fegal coimsel and the Escrow Agent, an updated ALTA survey (the
'.Survey") of the Land prepared by a surveyor of Purchasei's choosing (the "Surveyor") as of a date which
is subsequent to the Effective Date.
2.03 Review of Title and Survey. Purchaser shall have a period of time (the "Trtle Revrew
Period") commencing on the Etfective Date of each Closing Notice and ending on ten (10) days prior to
Closing in which to notif'y Seller in writing of any objections Purchaser has to any matters shown on the
Title Commitment. All objections raised by Purchaser in the manner herein provided are hereafter called
"Objections." Seller 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 �bjections at or prior to Closins) during the
period of time (the °Czrre Period") ending on the tenth (IOth) 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 mariers.
In the event Seller is, or is deemed to be, unable or unwilling to remedy or cause tha removal of any
Objections (or agree irrevocably to do so at or prior to Closing) �vithin the Cure Period, then either (i) this
Agreement may be terminated in its entirety by or on behalf of Purchaser by giving Seller written notice
to such effect during U�e period of time (the "Termination Period") ending on the tenth (IOth) business
day following thc end of the Cure Period, whereupon all parties hereto or mentioned herein shall be
released and relieved of further obligations, liabilities or claims hereunder; ar(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 be permitted exceptions (the "Pennrtted Exreptions") to the status of
Seller's title to the L1nd.
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ARTICLE III
CONDITIONS PRECEDENT TO CLOSING
3A1 Purchaser's Conditions Precedent. Purchaser's obligation to consummate the
transaction contemplated herein is conditioned upon satisfaction of Seller's perFormancc or compliance
with all of Seller's covenants, agreements and obligations under this Agreement.
3.02 Seller's Conditions Yrecedent. Seller's obligation to consummaYe Yhe transaction
contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to tlie
Closing, any one or more of which conditions precedent may be waived by Seller in Seller's sole
discretion:
(a) Representations and Warranties. None of the representations and warranties of
Purchaser set forth in Section 3.03 ofthis 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) Compliance with Conditions of Master Development Agreement. Purchaser
shall have performed or satisfied all of the conditions precedent set out in Section 7.5 of thc MDA.
3.03 Purchaser's Representations and Warranties.
(a) Purchaser's Authority. 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 pa�ty or to which Purchaser may be subject although not a party, or will result in or
constitute a violation or breacl� of any judgment, order, writ, junction or decree issued against or binding
upon Pwchaser;
(b) No Pending Proceedings. Purchaser has no actual knowledge that there is any
action, suit, proceeding or claim aflecting Purchaser or relating to the authority of Purchaser to purchase
the Land; and
(c) Office of Foreign Assets Control (OFAC) Issues.
(1) Purchaser represents and wan•ants 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, (B) none of the funds or other assets of Purchaser constitute property
of, or are beneficially owned, directly or indirectly, by any Purchaser Embargoed Person (as hereinafter
defined), (C) no Purchaser F.mbargoed Person has any interest of any nature whatsoever in Purchaser
(whether directly or indirectly), (D) Purchaser has implemented procedures, and will consistently apply
those procedures, to ensure the foregoing representations and warraoties remain true and coreect at all
times. The term "Purchaser En�bargoed Person" means any person, entity or government subject to trade
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restrictions under U.S. law, including but not limited to, the Internationa] Emergency Economic Powers
Act, 50 U.S.C. §1701 et seq., the Trading wilh lhe Enemy Act, 50 U.S.C. App. 1 et seq., and any
F,xecutive Orders or regulations promulgatcd thcreunder, with the result [hat the investment by Purchaser
is prohibited by law or Purdiaser is in violation of law.
(2) Purc6aser also shall require, and shall take reasonable measures to ensure
compliance with the requirement, 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 Embargoed Person. This Section shall not
� apply to any person to the extent that such person's interest in the Purchaser is through a U.S. Publicly-
Traded Entity.
ARTICLE IV
CLOSING
4A1 Closing Date and Time. Provided that all of� the conditiuns of this Agreement and the
MDA sl�all have theretofore been satisfied, the closing (the "C'losrng") of the purchase and sale of'the
Land shalJ be cond�icted at sucli time and location as shall be muh�ally agreeable to Seller and Purchaser.
Purchaser may, at its option, extend the 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 I
actually nccurs is referred to herein as the "Closing Dal�e." '
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 warranry decd (the "Deed") conveying to Purchaser good and indefcasiblc title in fce simple to the
Land, subject to the Permitted Exceptions, including, without limitation, a reversionary interest which
may be enf'orced by either the City or Seller in the event Purchaser fails to timely begin commencement
ot'construction within six (6) months ofthe Closing Dale;
(b) Non-foreign Person AFfidavit. Execute and deliver an affidavit in form and
substance reasonably satisfactory to Purchaser confirming that Seller is not a foreign person or entity
within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended;
(c) Evidence of Authority. Deliver to Purchaser such evidence of Seller's authority
to consummate the sale of the Land as is contemplated in this Agreement or as Purchaser or tlle Escrow
Agent may reasonably request;
(d) Possession of the Land. Deliver possession of the Land to Purchaser;
(e) Owner's Title Policy. Deliver or cause the Titic Insurer to commit to delivering
the Title Polic};
(fl Tax Certificates. Deliver tax certificates or other written evidence showing that
therc are no dclinquent taxes, assessments or PILOTS affecting the Land as of the Closing Date;
(g) Certificate of Representations. Seller shall deliver an updated certificate of the
representations and warranties set out in the Master Development Agreement as ofthe Closing Date;
(h) Assignment of Contracts and Assignment of Leases. Deliver to Purchaser an
absolute assignment of all Cnntracts concerning the Land entered into by Seller, if any; and
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(i) Other pocume�ts. Gxecute, acknowledge where required and/or deliver any and
all other items contemplated by the terms o1'this Agreement or reasonably required by Purchaser or its
legal counsel or by the Sscrow Agent.
4.03 Purchaser's Closing Matters. At t6e Closing, Purchaser shall do the following:
� (a) Purchase Price. Deliver the Purchase Price to the Escrow Agent by U. S.
Federal Reserve System wire transfer or other immediately available good funds;
(b) Evidence of Authority. Deliver such evidence of authority to close the purchase
ofthe Land pursuant to this Agreement as Seller or the Cscrow 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 Title Policy (including
de]etion of the standard exceptions set forth in Scction 3.0 f), all recording chazges for the Deed, all costs
of the Title Policy, and any special charges or assessments affecting the Land required to be paid prior to
Closing to deliver unencumbered title to the Land 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 endorsements or
special coverages required by Purchaser to lhe Title Policy. Each party shall be responsible for the
payment of its own attorneys' lees incurred in connection with this Agreement and all other expenses
which such party incurs. The parties shall split any escrow fee and expenses charged by the Escrow
Agent.
4.05 Prorations. Prorations shall he made as follows as of 12:01 a.m. on the Closing Date:
(a) Rents and lncome. Collected rents and other income froin the Land, if any,
which are attributable to the period of time in which the Closing occurs shall be prorated betwean the
parties as of the Closing, and Purchaser shall receive credit against the Purchase Price for the portion of
such rents and other income which is attributable to the period after Closing. Delinquent rents shall not be
prorated; provided, however, that, if Purchaser collects any delinquent rents or expense reimbursements
after Closing, Purchaser agrees to pay to Seller any delinquent rents or expense reimbursements
attributable to the period prior to the Closing Date after all rents or expense reimbursements attribirtable
to the period from and after the Closing Date shall have been paid in full.
(b) Current Ad Valurem Taxes. Rcal and personal property ad valorem taxes,
assessments and PILOTS pertaining to the Land fa� the year in which the Closing occurs shafl be prarated
as of the Closing (collectively, "Taxea"), based upon actual days involved. Seller shall be responsible for
all Taxes pertaining to the 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
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 taxes for the year of the Closing are available, a corrected proration of
ta�ces shall be made. If such Taxes for the yzar of the Closing increase over those for the preceding year,
Seller shall pay to Purchaser a pro rata portion of such increase, computed to the Closing Date, and
conversely, if such taxes for the year of tlie Closing decrease from those of the preceding year, Purchaser
shall pay to Seller a pro rata portion o{�such decrease, computed to the Closing, with any such payment to
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be made within ten (10) days afrer notification by either party that such adjustment is necessary. If all or
parl 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 tax parcel for 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 thereo� and the other portions of such tax parcel on the basis oC the percentages which
the gross surface areas of the Land (or applicablc portion thcrcofl and such other portions of such tax
parcel represent of the total gross surface area of such tax parceL lf 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 been paid in full at or prior to the Closing Date, cach of
Seller and Purchaser shall be obligated to deposit in escrow with the Escrow Agent at Closing an amount
equal to the Taxes estimated to be due with respect to their respective portions of such tax parcel for the
entire year of Closing, �vhich amounts will be held by Gscrow 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 Taxes to the Closing Date (including
installments due after the Closing Date with respect to special assessments which are payable in
ins[allments) and all Taxes for periods prior to the tax year in which the Closing occurs shall be paid in
full by Seller on or beforc the Closing Date. Seller shall be responsible for and indemnify Purchaser
against any Taxes attributable 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
Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary to
compute thc foregoing proration of 7'axes. "I'o the extent possible, the amoimt of any adjustment described
in this section shall be estimatcd 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 practicable
when final billings are available or when such amounts may be determined with reasonable ceMainty. The
foregoing obligations shall survive the Closing, any other provision hereof to the contrary
notwithstanding.
ARTICLE V
REMEDIES
5.01. Purchascr's Remedies.
(a) Remedies for Failure to Close. In the event that Seller fails 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 Escrow 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 priar to or at the Closing, and thereupon this Agreement
shall lerminate, and all parties heteto or mentioned herein shall be relieved and released of all further
obligations, claims and liabilities hereundei; (b) to waive, prior to or at the Closing, the applicable
objection or condition and proceed to thc Closing of the transaction contemplated hereby in accordance
with the remaining terms hereof; or (c) seek specific performance of Seller's obligation to convey the
Land under this Agreement. Concurrently with the execution of this Agreement, Seller and Purchaser, at
Purchaser's request, shall execute a memorandum of this Agreement that Purchascr will be entitled to
record in the appropriate real property recards of Platte County, Missouri, in order to give constructive
notice of tlie existence of this Agreement.
5.02 Seller's Remedies. If Purchascr wrongfully fails or refuses to perform Purchaser's
obligations pursuant to this Agrcement, Seller not being in material default hereunder, Seller shall be
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entitled, as Seller's sole and exclusive remedy, to terminate this Agreement by written notice to Purchaser
and the Escrow Agent
ARTICLC VI
MISCELLANEOUS
6.01 Escrow Instructions. 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 Modification. This ngreement can be amended only by written agreement signed by the
parties hereto and by reference made a part hereof.
6.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller
and Purchaser, and their respective heirs, personal representatives, successors and assigns.
6.05 Notices. Any notice, communication, request, demand, reply or advice (severally and
collectively reFerred to as "Nolice") 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 receplacle regularly maintained and serviced by the United States
Postal Service, postage pre-paid, registered or certified, and addressed to the pa��Yy to be notified, with
return receipt requested, or (b) by delivering lhe 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) Uusiness day after such deposit or the actual receipt thereof.
Notice given by commercial courier shall be effective on the date delivered to the other party. For the
purposes ofNotice, the addresses ofthe parties shall, until changed as provided below, be as follows:
Sellcr. 'I'he City of Riverside, Missouri
Attention: Mayor
CiYy Hall
2950 NW Vivion Road
Riverside, MO 64150
Purchaser: Riverside Horizons, LLC
Attention: Nathaniel Hagedorn
6300 North Revere, Suite 225,
Kansas City, Missouri 64151
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 i[s address any other address within the United States of America, by not
less than ten (10) days' prior written notice to the othcr party.
6,06 Brokerage Commissions. Each party represents and warrants that no real estate
brokerage commission fee is payable to any person or enlity in connection with the transaction
contemplated hereby, and each party shall indemnify, defend and hold the other party harmless from and
against the payment oFany commission or fee to any person or entity claiming, or alleging to claim, by,
through or under the indemnifying party.
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6.07 Time. Time is of the essence in all things pertaining to the performance of this
Agreement.
6.08 Survival of Obligations. To the extent necessary to carry out the terms and provisions
hereof, the terms, conditions, warranties, representations, obligations and righ[s sel forth herein shall not
be deemed terminated at the time of the Closing, nor shall they merge into the various documents I
executed and delivered at Yhe time of the Closing. All representations and warranties by Seller in this
Agreement (i) will expire one (1) year after the Closing L)ate 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) years after the Closing Date.
6.09 APPWCABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THF.
STATE OF MISSOURI SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT,
INTERPRETAT[ON AND VALIDITY OF TH[S AGREEMENT. THE OBL[C,ATIONS OF THC
PARTIES ARE PERFORMABLE, AND VENUE FOR ANY LEGAL ACTION ARISING OU? OF
`fHIS AGREEMENT SHALL LIE, �N PLATTE COUNTY, MISSOURI. SCLLER AND PURCFIASER
EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY 1URY IN ANY PROCGGDING ARISING
OUT OF OR IN CONNEC7'ION WITH TNIS AGREEMENT.
6.10 Headings. The headings that have been used throughoul 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 includc any other gender and words in the singular number shall be held to include the plural, and vice
versa, unless thc 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. The words "include" and "including" shall be deemed to be followed
by the phrase "withoul limitation" unless otherwise qualified.
6.12 Construction of Agreement. This Agreement shall not be construed more strictly
against one pa�4y than against the other merely 6y virtue of the fact that it may have been prepared by
legal counsel lor one of thc parties, it being recognized that both Seller and Purchaser have contributed
substantially and materially to the preparation of this AgreemenY.
6.13 Severability. If' any one or more of the provisions of tllis Agreement, or the applicability
of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall
be modified to the minimum extent necessary to make it or its app(ication 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 thereby.
6.14 Counterpart Execution. This Agreement may be executed 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 Acts. In addifron to the acts recited in this Agreement to be periormed by Seller
and Purchaser, Seller and Pw•chaser agree to perform 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.
8
WA 34�6369.1
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I
6.16 Litigation. In the event of litigation 6ehveen 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 reasonable 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 the 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 pariy hereto any provision hereof.
6.18 Assignment. Purchaser may assign this Agreement and afl rights hereunder to an
affiliated entity provided that (i) Purchaser shall remain jointly and severally liable �vith 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 liligation arising out oC the
assignment; (iii) written notice of the assignment, including the name of the assignee, is provided to
Seller at three (3) business days prior to Closing.
6.19 Form of InstrumenYs. Gxcept 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. AIl tenders of performance shall be made at the Closing and at
or before the time specified for the Closing.
6.21 Legal Holidays and Business Days. If any date herein set forth for the performance of
any obligations by Seller or Purchaser or for the delivery of any insvument 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" means any federal holiday for which financial institutions ot post offices
in Riverside, Missouri are generally closed for observance 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 othenvise specifically provided for hereunder, 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 �vaiver of such right or of any other right. A waiver
on any one occasion shall not be construed as a bar to, or waivei• of, any riglit or remedy on any future
occasion. Except as o[herwise provided in Sections 7A1 and 7.02 hereof, 1ll rights and remedies, whether
evidenced hereby 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 "Efjective Dnte") of this Agreement
shall be the datc that the Escrow Agent receives and receipts one or more counterparts of fhis Agreement
that have been signed by both Seller and Purchaser. The execution hereof by Purchaser shall constitute an
offer by Purchaser to Seller to purchase the Land 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 (IOth)
business day (the ".Acceptunce 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 thercofto Purchaser. lf Purchaser's offer is not accepted in such manner by the Acceptance Uate, the
same shall bc thereafter null and void.
9
WA 340fi359.1
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 specified.
SELLER
"CITY" CITY OF RIVERSIDE, MISSOURI
By: �
Kathleen L. Rose, Mayor
(SEAL)
Att
Robin Littrell, City Clerk
PURCHASER
RIVERSIDE HORIZONS, LLC,
a Missouri limited liability company
By: <-��
�
Nathaniel Hage , Manager
Date: ` �
10
W A 3406369.1
1� �I�
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F,XHIBIT A
LEGAL DESCRIPTI�N
All of Lot I of the REPLAT OF LOT 13, RIVERSIDE [ IORIZONS EAST FIRST PLAT, a
subdivision in Riverside, Platte County, Missouri, subject to all easements and restrictions of
record.
l2
WA 3406369.I
fTN.AL PLAT
REPLAT OF LOT 13, RIVERSIDE HORIZONS EAST FIRST PLAT
IT =` ,'f A SUBDIVISION IN THE GITY OF RIVERSIDr, PLAT'CE COUNTY, MISSOURI
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