HomeMy WebLinkAboutR-2012-121 Purchase and Sale Agreement of Riddle Tract RESOLUTION NO. R-2012-121
A RESOLUTION AUTHORIZING, RATIFYING AND CONFIRMING EXECUTION OF AN
AGREEMENT OF PURCHASE AND SALE BETWEEN THE CITY AND BR NORTHPOINT,
LLC IN CONNECTION WITH CERTAIN PROPERTY LOCATED IN FRACTIONAL SECTION
7 OF TOWNSHIP 50 NORTH, RANGE 33 WEST IN THE CITY OF RIVERSIDE, MISSOURI
[RIDDLE TRACT] '
WHEREAS, the Board of Aldermen find it is in the best interest of the City, fulfills a public
purpose, will further the growth of the City, facilitate the development of the Horizons
development area, improve the environment of the city, foster increased economic activity within
the City, increase employment opportunities within the City, will further the objectives of industrial
and economic development of the City and other wise further the health safety and welfare of the
citizens of the City to enter into an Agreement of Purchase and Sale between the City of
Riverside, Missouri ("Purchaser") and BR NorthPoint, LLC, ("Seller") for the purchase of
approximately 24.764 acres, more or less, 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 Agreement of
Purchase and Sale between the City of Riverside, Missouri ("Purchaser") and BR NorthPoint,
LLC, ("Seller") 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 and all actions related thereto taken prior to
the adoption of this resolution are hereby ratified and confirmed.
PASSED AND ADOPTED by the Board of Ald rmen and APPROVED by the Mayor
of the City of Riverside, Missouri, the � day of �, 2012.
_9L�Sd
, ' . Kathleen L. Rose, Mayor
� ATf T: -
Robio Littrell,.Cit Clerk
� Approved as to Form:
Thom son, City Attorney
AGREEMENT OF PURCHASE AND SALE
BETWEEN
TI3E CITY OF RIVERSIDE, MLSSOURI ("PURCHASER")
APiD
BR NORTHPOINT, LLC ("SELLER")
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreen:ent") is made as of the
Effective Date hereinafter defined by and between the CITY OF RIVERSIDE, MISSOURi, a Missouri
municipal corporation ("Purchaser"), and BR NORTHPOINT, LLC, a Missouri limited liability
company, and/or its assigus ("Seller"). In consideration of the agreements contained herein and for other
good and valuable consideration, the receipt and sufficiency of wttich are hereby acknowledged, Seller
and Purohaser liereby agree as follows:
WHEREAS, Seller currently owns the real property described in Exhibit A hereto (the "Land'�
and wishes to sell the Land to Purchaser on the terms herein set forth, and Purcl�aser wishas to purchase
the Land on the terms herein set forth;
WHEREAS, The Board of Aldermen has determined that the purchase of the Land as provided
for in tliis Agreement, fulfills a public purpose and will further the growth of the City of Riverside (the
"City"), facilitate the development of the entire Horizons site, improve the envimnment of the Ciry, foster
increased economic activity within the City, increase employment opportunities within the City, enable
the City to direct the development of tlie Horizons site, and othenvise be in the best interests of the City
by furthering the health, safety, and welfaze of its residents and taxpayers; and
NOW, TF3EREFORE, in cousideration of the premises, TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and the mutual undertakings of the par[ies hereinafter set £orth, it is hereby agreed by the parties as
follows:
ARTICLE I '
SALE AND PURCHASE
1.01 Sale and Purchase, Seller agrees to sell to Purohaser, and the Purchaser agrees to
purcl�ase from Seller, the Land. The Purchase Price (the `P:mchase Price") for the Land shall be
$405,000.00.
1.02 Escrow Agevt. An execnted 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 "�scrow AgenP'). No Earnest Money
shall be required of Purchaser.
ARTICLE II
TITLE AND SURVEY DOCUMENTS
2.01 Title Commitment. Seller shall, within five (5) days after Effective Date, at Seller's sole
cost and expense, cause to be prepared and furnished to Purchaser for the La�d to be purchased in the
subject Closing Notice a title commitment for the Title Policy (the "Title Cwmnitment") issued by
Assured Quality Title Company (the "Title Insimer") showing the Seller as the record title owner of the
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Land, by the terms of which the Escrow Agent, as agent for the Title Insurer, agrees to issue to or for
Purchaser a standard ALTA form of owner's policy of title insurance (the "Tit/e Po[icy") 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 tt�e terms of such Title Policy
and the exceptions specified therein, together with readily legible copies of all documents and plau, if
any, which are referred to in the Title Commitment. Seller and Purchaser shall pay the expenses of
obtaining the Titfe Policy as hereinafter provided. The Title Policy shall exclude all stnndard pre-printed
exceptions.
2.02 Survey. Purcliaser may, at Purchaser's sole cost and expense, cause to be prepared and
fiirnished to Purchaser, Purohaser's legal counsel and the Escrow Agent, an updated ALTA survey (8�e
"Siavey") of the Land prepared by a surveyor of Purchaser's choosing (the "Surveyor") as of a date which
is snbsequent to the Effective Date.
2.03 Review of Title and Survey. 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 i� which to notify Seller in writing of any objections Purchaser has to eny matters shown on the
Title Commitment, All objections raised by Purchaser in the manner herein provided are hereafter called
"Objec�ions." Seller shall have the option, but not the obligation, to remedy or remove all Objections (or
agree in�evocably in writing to remedy or remove all such Objections at or prior to Closing) during the
period of time (the "Cure Period") ending on tlie tenth (lOth) business day after Seiler's receipt of
Purchaser's notice of such Objections. Except to the extent that Seller cures, or agrees in wriHng to cm�,
such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters.
[n the event Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any
Objections (or agree irrevocably to do so at or prior to Closing) within the Cure Period, then either (i) this
Agreement may be terminated in its entirety by or on behalf of Pui�chaser by giving Seller Fvritten notice
to such effect during the period of time (the "Te�•mination Period") ending on the tenth (lOth) business
day follo�ving the end of the Cure Period, whereupon all parties hereto or mentioned herein shall be
released and relieved of further obligations, liabilities or claims hereunder; or (ii) any such Objections
may be waived by or on belialf of Purchaser, with Purohaser to be deemed to l�ave 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 Commihnent and to wliich 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 "Per•nritted Exceptions") to the status of
Seller's title to the Land.
ARTICLE III
CONDITIONS PRECEDENT TO CLOSING
3A1 Purchaser's Conditions Precedent. Purchaser's obligation to consummate the
transaction contemplated herein is conditioned upon satisfactiou of Seller's performance or compliance
with all of Seller's covenants, agreements and obligations under this Agreement.
3.02 Seller's CondiHons Precedent. Seller's obligation to consummate the transaction
coutemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the
Closing, any one or more of which couditions precedent may be waived by Seller in Seller's sole
discretion:
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(a) Representations nnd Warranties. None of the represantations and �varranties 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 alI
of Purcliaser's covenants, agreements and obligations under this Agreement; and
(c) No Bankruptcy Proceeding. There shal( not have been instituted by or against
Purchaser any bankruptcy proceeding.
3.03 Purchaser's Representations and Warrauties.
(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
viofation or breach by Purchaser of any provision of any agreement or other instrument to whicl�
Purchaser is a party or to which Purchaser may be subject although not a party, or �vill resuit in or
constihite a violation or breach of any judgment, order, writ, junction or decree issued against or binding
upon Purohaser;
(b) No Pending Proceedings. Purchaser has no actual knowledge that tliere is any
action, suit, proceeding or claim affecting Purchaser or relating to the authority of Purohaser to purchase
the Land; and
(c) Office ofForeign Assets Control (OFAC) Issues.
(1) Purchaser represents and �varrants that (A) Purchaser and each peison or
entity owning an interest in Purchaser (i) is not currently identified on the List, and (ii) is not a person or
enrity with whom a citizen of the United States is prohibited to engage in transactions by any trade
embargo, economic sanction, or otl�er 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 Embargoed Persou lias any interest of any nature whatsoever in Purchaser
(wl�ether directly or indirectly), (D) Purchaser has implemented procedures, and will consistently apply
tliose procedures, to ensure the foregoing representations a�id warranties remain true and correct at all
times. Tlie term "P:rrcJraser Embargoed Person" means any persou, entity or government subject to trade
restrictions under U.S. law, iucluding but not limited to, the IuternaGonal Emergency Economic Powers
Act, 50 U.S.C. §1701 et seq, the Trading with the Enemy Act, 50 U.S.C. App. 1 et seg., and nny
Executive Orders or regulations promulgated thereunder, with the result that the investment by P�i�chaser
is prohibited by law or Purcl�aser is in violafiou of law.
(2) Pw•chaser 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 auy person to the extent that such person's interest in the Purchaser is Uirough a U.S. Publicly-
Traded Entity.
ARTICLE IV
CLOSING
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4.01 Clasing Date and Time. Provided that all of tl�e conditions of this Agreement shall have
theretofore been satisfied, the closing (the "Closing") of the purohase and sale of the Land shall be
conducted at such time and location as shall be mutaally agreeable to Seller and Purchaser. The date on
�vhich the Closing actually occurs is referred to herein as the "CJosingDnte."
4.02 Seller's Closing Matters. At the Closing, Seller shall do the following:
(a) Special Warranty Deed. Execttte, acknowledga and deliver to Purchaser a
special warranty deed (the "Deed") conveying to Purchaser good and indefeasible title in fee simple to tlie
Land, subject to the Permitted Exceptions;
(b) Non-foreign Person Affidavit. Execute and deliver an affidavit in form and
substance reasonably satisfactory to Purchaser confirruing that Seller is not a foreign person or entity
within the meaning of Section 1445 of the Iuternal 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 Agreemeut or as Pui�chaser or tha Escrow
Agent may reasonably request,
(d) Possession of the Imnd. Deliver possession of the Land to Purchaser;
(e) Owner's Title Policy. Deliver or cause the Title Insurer to commit to delivering
the Title Policy;
(� Tax Cerfdicates. Deliver tax certificates or other written evidence showing that
there are no delinqnent taxes, assessments or PILOTS affecting the Laud as of the Closing Date;
(g) Assignment of Contracts and Assignment of Leases. Deliver to Purchaser an
absolute assignment of all Contracts concerning the Land entered into by Seller, if any; and
(h) Other pocuments. Execute, ackno�vledge where required and/or deliver any and
all other items contemplated by the 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 follo�ving:
(a) Purchase Price. Deliver the Purohase Price to the Escrow Agent by U. S.
Federal Reserve System wire U•ansfer or other immediately available good funds;
(b) Evidence of Autho��ty. Deliver such evidence of authority to close the purchase
of the Lend pursuant to this Ageemeut 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
cotmsel or by the Fscrow Agent.
4.04 Closing Costs. Purchaser shall pay the premium for the Owner's Title Policy (including
deletion ofthe standard exceptions set forth in Section 3.01), all recordiug charges 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 sliall pay all costs and expenses
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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 the Title Policy. Each party shall be responsible for the !
payment of its own attorneys' fees incurred in connection with this Agreement and all other expenses
which such party incurs. The parties shall split auy escrow fee and expenses charged by the Escrow
Agent.
4.05 Prm•ations. 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, I
which are attributable to tl�e period of time in �vhich the Closing' occws shall be prorated between the
parties as of the Closing, and Purchaser shall receive credif against the Purchase Price for the portion of
such rents and other income which is ath•ibutable to the period after Closing. Delinquent rents shall not be
pro�ated; provided, however, that, if Purchaser collects any delinquent rents or expense reimbursements
after Cbsing, 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 attributable
to the period from and after the Closing Date shall have been paid in fu1L '
(b) Current Ad Valorem Taxes. Real and personal property ad valorem taxes, �
assessmeuts and PILOTS pertaining to the Land for the year in wl�ich the Closing occurs shall be prorated i
as of the Closing (collectively, "Taxes"), based upon actual days involved. Seller shall be responsible for I
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 Purcltaser 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 �i
actual figures for tl�e year of the Closing are not available at the Closing, an estimated, tentative proration I
of Taxes shall be made using most recent assessment and tax rate information availabfe; provided, �
however, that, when the actual taxes for the year of the Closing are available, a corrected proration of
taxes shall be made. If such Taxes for the year of the Closing increase over tliose 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 :
shali pay to Seller a pro rata portion of such decrease, computed to the Closing, �vith any such payment to �
be made within ten (10) days after notification by either party tl�at such adjustment is necessary. If all or
part of the Land is located in a tax parcel for tha year of Closing which includes property that is not
within the I,and, then the Taxes attributable to such tax parcel for the land value only and exclnding the
value of any improvements there for the year of Closing shall be allocated behveen tl�e Land (or
applicable portion thereo� and the other portions of such tas parcel on the basis of the percentages which
tl�e gross surface areas of the Land (or applicable portion thereo� and such other portions of snch 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 witl�in the Land, and all Taxes
attribu461e to such tax parcel shall not have been paid in full at or prior to the Closing Date, each of
Seller and Purchaser shall be obfigated to deposit in escrow with the Escrow Agent at Closing an amomit
equal to the Taxes estimated to be due �vith respect to their respective portions of such tax parcel for tlie
entire year of Closing, which amounts will be held by Escrow Ageut pursuant to an escrow agreement in
form reasonably acceptable to Seller and Purchaser. This provision sliall survive the Closing,
(c) OtLer Taxes aud Assessments. All Taxes to the Closing Date (including
installments due after the Closing Date witli respect to special assessments which are payable iu
installments) and all Taxes for periods prior to the tax year in whicli the Closing occurs shall be paid i��
full by Seller on or before the Closing Date: Seller shall be responsible for and indemnify Purchaser
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against any Taxes attributable to the period prior to the Closing Date, includiug, 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, fumish to
Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary to
compute the foregoing proration of Taxes. To the extent possible, the amount of auy adjushnent described
in this section shall be estimated and paid at the Closing base8 upon the best information available to
Purchaser and Seller at the time, and shall be adjusted es soon thereafter as may be reasonably practicable
when final billings are availab(e or when such amounts may be determined with reasonable ce�tainty, The
foregoing obligations shall survive the Closing, any other provision hereof to the contrary
nohvithstanding.
ARTICLE V
R�MEDIES
5.01. PurcLeser's Remeclies.
(a) Remedies for Failure to Close. In the event that Seller fails or refuses to convey
the Land at Closing and Purchaser has satisFed all of Purchaser's obligations pursuant to this Agreement,
deposited the Purchase Price with the Escrow Agent, and is prepaeed to proceed with Closing, Purchaser
may exei�cise one of the following exclusive remedies: (a) terminate this Agreement by giving Seller
written notice of sucli election prior to or at the Closing, and thereupon this Agreement shall tenninate,
and all parties hereto 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 applicabla 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 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 Purchaser will be entitled to record in the appropriate 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 I'
obligations pursuant to this Agreement, Seller not being in material default hereuuder, Seller shall be
entitled, as Seller's sole and exclusive iremedy, to termniate this Agreement by written notice to Purchaser.
ARTICLE VI
MISCELLANEOUS
6.01 Escrow Instructions. Intentionally Omitted. '
6.U2 Integrallon. 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 ModificaHm�. This Agreement 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, aud their respective heirs, personal representatives, successors and assigns.
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6.05 Notices. Any notice, communication, request, demand, reply or advice (severally and
collectively referred to as "Notrce") in this Agreement required or permitted to be given, made or
accepted must be in �vriting. Notice may, unless othenvise specifically provided herein, be given or
served (a) by depositing the same in a receptacle regularly maintained a��d serviced by the United States
Postal Service, postage pre-paid, registered or certi6ed, 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 shaU
be effective o� the earlier of t6e third (3rd) business day after such deposit or the actual receipt thereof.
Notice given by commercial courier shall be effective on the date delivered to the other parly. For the
purposes ofNotice, the addresses of the parties shall, untit chauged as provided below, be as follows:
Seller: BR No�thPoint, LLC
Attention: Nathaniel Hagedorn
6300 North Revere, Suite 225
Kansas City, Missom•i 64151
Purchaser: The City of Riverside, Missouri
Attention: Mayor
City Hall
2950 NW Vivion Road
Riverside, MO 64150
The parties hereto shall have the right &om 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 (10) days' prior written notice to the other parry.
6.06 Brokerage Commissions. Each paity i�presents and warrants that no real estate
brokerage commission fee is payable to any persai 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 claimiug, or alleging to claim, by,
through or under the indemnifying party.
6.07 Time. Time is of the essence in atl things pertaining to the performance of this
Agreement,
6.08 Survival of Obligations. To the extent necessary to cairy out the terms and provisions
hereof, the terms, conditions, warranties, representations, obligatious wid rights set forth herein shall not
be deemed terminated at the time of the Closing, nor shall they merge into the various documents
executed and de(ivered at the time of the Closing. All representatiotts and werranties by Seller in this
Agreement (i) will expire one (1) year after the Closing Date as to matters for which Purchaser l�as not
provided written notice to Seller within such period of time; and (ii) will expire as to all matters specified
in any sach writteu notice to the extent that such matters are not resolved or made the subject of litigarion
instituted prior to the expiration of three (3) years after the Closing Date.
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6.09 APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF'I'[�
STATE OF MISSOURI SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT,
INTERPRETATION AND VALIDITY OF THIS AGREEMENT. THE OBLIGATIONS OF THE
PARTIES ARE PERFORMABLE, AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF
TH[S AGREEMENT SHALL LIE, IN PLATTE COUNTY, MISSOURI, SELLER AND PURCHASER
EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
6.10 Headings. The headings that have been used throughout this Agreement have been
inserted for convenience of reference ouly and do not constitute matters to be construed in interpreting
this Agreement.
6.11 Terminalogy. Words of any gender used in this Agreement sl�a(1 be held and construed
to include any other gender and words in the singular number shall be held to include the plural, and vice
versa, unless the context requi��es 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 phrese "without limitation" unless otherwise qualified.
6.12 Construction of Agreement. This Agreement shall not be construed more strictly
against one parry than aga'v�st the other merely by virtue of the fact that it may have been prepared by
legal counsel for one of the parties, it being recognized that both Seller and Purohaser have contributed
substantially and materially to the preparation of this Agreement.
6,13 Severability. If any one or more of the provisions of this Agreement, or t(ie applicability
of any such provision to a specific situation, shall be held invalid or unenforoeable, such provision shall
be modified to the minimum extent necessary to make it or its application valid and enforceable, and the
validity end enforceability of all other provisions of tlils Agreemeut and alI other applications of any such
provision shall not be affected thereby.
6.14 Couuterpart ExecuHon. This Agreement may be executed in several coimterparts, each '
of which shall be fully executed as an original and all of which together shall constitute one and the same
instrument.
6.15 FnrtLer Acts. In addition to the acts recited in this Agreement to be performed by Seller
and Purchaser, Seller and Purchaser 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 tha transactions
contemplated hereby.
6.16 Litigation. In the event of litigation beriveen the parties with respect to the La�id, this
Agreement, the performance of the obligations hereunder or the effect of a termi»ation under this
Agi�ement, the losing party shall pay all reasonable attorneys' fees and expenses and couR costs incurred
by the prevailing paMy in connectiou with such litigation.
6,17 Benefit, This Agreement is for the benefit only of the paities hereto or their respective
I�eirs, personal representatives, successors and assigns, and no other person or entity sliall be entitled to
rely hereon, receive any benefit herefrom or enforce against any party hereto any provision liereof.
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6.18 Assignroent. Purchaser may assign this Agreement and all rights hereunder to an
affiliated entity provided that (i) Purchaser shall remain jointly and severally liable wiU� the assignee for
the obligations contained in this Agreement; (ii) Purcliaser, and any assignee by accepting assignment of
this Agreement, expressly agrees to defend and indemuify Seller from any IiHgation arising out of the
assignment; (iii) written notice of the assignment, including the name of the assignee, is provided to
Seller at th��e (3) business days prior ro 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
insuwnent.
6,20 Tenders of Performance. All tenders of performance shall be made at the Closing and at
or bafore the time specified for the Closing.
6.21 Legal Holidays and Business Dnys. If any date herein set foRh for the performance of
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 compliauce with such obligations or delivery shall
be deemed acceptable on the next business day following suclt Satarday, Sunday or legal holiday. As used
herein, the terin "legal holiday" means any federal holiday for which financial institutions or post oftices
in Riverside, Missouri are generally c(osed for obse�vance thereof. As used herein, the term "business
day" shall mean a day which is not a Saturday, Sunday or lega( holiday.
6.22 Nonwaiver. Except as othenvise specifically provided for hereuvder, no party shalt be
deemed to have waived any of its rights hereunder uuless such waiver is in writing and signed by the
party waiving such right. Except as othenvise specifically provided for hereunder, no de]ay 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 uot be construed as a bar to, or waiver of, auy right or remedy on any future
occasion. Except es otherwise provided in SecHons 5.01 and 5.02 hereof, a(I rights and remedies, whether
evidenced hereby or by any other agreement, instrument or paper, will be cumulative and may be
exercised sepu�ately or concurrently,
6.23 Effective Date; Acceptance. The effective date (the "Effective Date") of this Ag•eement
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 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., Missouri time, on the tenth (lOth) 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 hvo fully-executed counterparts of same to the Fscrow 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, the same sliall be
thereaRer null and void.
9
(P:iDas/1897ro15/0066I687;1 � WA 3684420.]
IN WI1'NESS WHEREOF, this Agreement Nas 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
appeaeing below each party's signature m be effective on the Effective Date herein specified.
SELLER
BRNORTHPOINT, LLC,
a Missouri limited liability company
C_=..--
By:
Nathaniel Haged , anager
Date: .4t . • � � p ( �L--
PURCHASER
CITY OF RIVERSIDE, MISSOURI
_ By: /lG/i�l� �G'(�
, � _
Kathleen L. Rosa, Mayor
s
(SEAJ.,) °
:AtteSt' .: ;'`,� ' '
. , � \
�� e A1 �
,IRo.bin Isimall, City Cl rk
. '....,'.`
10
�P:/DocyI893/DIS/00661681;1 ) WA 3684420.I
E�chibit "A"
Legal Description of EDWARDS/RIDDLE PROPERTY
TRACTI:
All of Lot 3, of Fractional Section 7, Townslup 50, Range 33, in Riverside, Platte '
County, Missouri, and accretions thereto, described by metes and bounds as '
follows, to-wit: Beginning at the Northwest corner of said Lot 3; thence East ,
along the North line thereof, sometimes known as the North line of the Southeast
Quarter of the Northwest Quarter of said fractional secHon, South 89 degrees 43 '
minutes 00 seconds East t306.60 feet, more or less, to the Northeast corner of
said Lot 3; thence South along the East line of said Lot, sometimes known as the
East line of the Noithwest Quarter of said fractional section and the Southerly ;
prolongation thereof 3199.5 feet to a meander corner on the Northerly bank of the
Missouri River as located in April, 1969, and shown on the plat of survey of
Anderson Survey Company dated April 1�, 1969, No. 22778, thence �
Northwesterly meandering said river, but with the low water line of said river as ;
the boundary, to a second meander corner set 26903 feet 5outh of the Northwest
corner of said Lot 3 measared along the West line of said Lot 3; sometimes
referred to as Uie West line of the Southeast Quarter of the Northwest Quarter of
said Section and the Southerly pmlongation thereof; thence North along said last
described line 2690.3 feet to the point of beginning; together with all accredons
. thereto but subject to all erosion tUere&om since the aforesaid AprIl, 1969 survey; j
EXCEPT THEREFROM that part thereof lying East of the following described
1ine, to-wit: Commencing at a point on the North line of said Lot 3, said point
being 625.43 feet Westerly of die Northeast corner of said Lot 3; thence on a line
extending Southerly through said described tract parallel wiUi the East and West
boundary lines thereof to the Northerly bank of the Missouri River as located in
April 1969, and shown on piat of survey of Anderson Suivey Company dated
April 17, 1969, No. 22778; together with all accretions theretq but subject to all
erosions therefrom since the aforesaid April 1969 survey, except any part in
roads,ifany. �
ALSO EXCEPT that part condemned by the Riverside-Quindaro Bend Levee
District by instrument recorded August 2, 1999 as Document No. 13898 in Book
911 at Page 744. Togeiher with a non-exclusive 20 feet in width roadway
easement lying South of and adjacent and adjoining that part of the North line of
said Lot 3 which extends from the Northeast corner of the tract hereinabove
conveyed East to the Northeast corner of said Lot 3. The North line of said 20 feet
in width roadway easement being also the North line of said Lot 3.
TRACT II:
The West 1/2 of the South 1/2 of the Northwest 1/4 of Section 7, Township 50,
Range 33, the same running to the Missouri River Bank in Platte County,
Missouri, except any part in roads, if any. (Also described as Lot 4 of fractional
Section 7, Township 50, Range 33, Platte County, Missouri.)