HomeMy WebLinkAboutR-2012-122 Purchase and Sale Agreement of Riss and Edwards Tracts RESOLUTION NO. R-2012-122
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 AND FRACTIONAL SECTION 8 OF TOWNSHIP 50 NORTH, RANGE 33 WEST IN THE
CITY OF RIVERSIDE, MISSOURI [RISS AND EDWARDS TRACTS]
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 83.915 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 Bpard of Ald rmen and APPROVED by the Mayor
of the City of Riverside, Missouri, the �"h day of�, 2012.
�°. Kat leen L. Rose, Mayor
A T:
��"�����-�'-L��
Robin LittreA; City Clerk
Approved as to Form:
� A
o son, City Attorney
AGREEMENT OF PURCHASE AND SALE
BETWEEN
THE CITY OF RIV�RSIDE, MISSOURI ("PURCHASER")
AAiD
BR NORTHPOINT, LLC ("SELLER")
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreen7ent") is made as of the
Effective Date hereinafter defined by and behveen the CITY OF RIVERSIDE, MI3SOURI, a Missouri
municipal corporation ("Pur•chaser"), and BR NOR1'IIPOINT, LLC, a Missouri limited liability
company, and/or its assigns ("Seller"). In consideration of tlie agreements contained herein and for other
good and valuable consideration, the receipt and su�ciency of which are hereby acknowledged, Seller
and Purohaser hereby agree as follows:
WIiEREAS, Seller currently owns the real property described in Exhibit A hereto (the 'Zand")
and wishes to sell the Land to Purchaser on the terms herein set forth, and Purchaser wishes to pui�chase
the Land on the terms herein set foith;
WHEREAS, The Board of Aldermen has determined that the purchase of the L,and as provided
for in tliis Agreement, fulfills a public purpose and will further the growth of tlie City of Riverside (the j
"Crry"), facilitate the davelopment of the entire Horizons site, improve the environment of the City, foster
inci�eased economic activity within the City, increase employrrtent opportunities within the City, enable
the City to direct the development of the Horizons site, and othernise be in the best interests of the City
by furtliering the I�ealth, safety, and welfare of its residents and taxpayers; and j
NOW, THEREFORE, in consideration of the premises, TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration, the receipt and su�ciency of which are hereby acknowledged,
and the mutual undertakings of the parties hereinaRer set forth, it is hereby agreed by the parties as
fallows:
ARTICLE I
SALE AND PURCHAS�
lAl Sale and Purchase. Se11er agrees to sell to Purchaser, and tl�e Purchaser agrees to '
pi�rchase from Selfer, the Land. The Purchase Price (the "Purchase Price") for the Land shall be
$3,357,882.70.
1.02 Escrow Agent. An executed copy of this Agreement sl�all be delivered to Assured
Quality TiHe Company, Attention: Don Rodgeis, 1001 Walnut Street, Kansas City, Missouri 64106,
pl�one i�umber (816) 221-2880, fax number (816) 221-2884 (the "Escroiv Age1TP'). No Earnest Money
shall be required of Purchaser.
ARTICLE II
TITLE AND SURVEY DOCUM�NTS
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 Land to be purchased in the
subject Closing Notice a title commitment for the Title Policy (the "Title Co�xn�itmenP') issued by
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Assnred Quality Title Company (the "Trtle Insurer") showing the Seller as the record title owner of the
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 fonn of owner's policy of title insurance (the "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 Closiug Notice to be good and 'nidefeasible subject to the terms of such Title Policy
and the exceptions specified therein, together �vith readily legible copies of afl documents and plats, if
any, which are refe�red to in the Title Com�nitment. Seller and Purchaser shall pay the expenses of
obtaining the Title Policy as hereinafter provided. The Titie 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
fumished to Purchaser, Purchaser's legal counsal and the Escrow Agent, an updated ALTA survey (the
"S:�rvey") of the Land prepared by a snrveyor of Purchaser's choosing (the "S:mveyor") as o£a date which
is subsequentto the Effective Date.
2.03 Revlew of Title aod Suivey. Purchaser shall have a period of time (the "Title Review
Period") commencing on the Effectiva Date of each Closing Notice and ending ou ten (10) days prior to
Closing in which to notify Seller in writing of any objections Purchaser has to any matters shown on the
Titte Commitment. All objections raised by Purchaser in the mauner I�erein provided are hereafter called
"Objections." Seller shall have the oprion, but not the obligation, to remedy or remove all Objections (or
agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the
period of time (the "Cure Period") ending on the tenth (lOth) business day aRer Seller's receipt of
Purchaser's notice of sucl� 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 t�emedy or cause the removal of any
Objections (or agree irrevocably to do so at or prior to Closing) wittun 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 eft'ect during the period of time (the "Termrnattan Period") ending on the tenth (IOth) business
day following H�e 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 behalf of Purchaser, with Purchaser to be deemed to l�ave waived such
Objections if notice of termination is not given within tlie Tennination Period. Any title encumbrances or
exceptions which are set forth in the Title Commitment and to which Purcl�aser does not object on or
prior to the last day of the Title Review Period (or which are thereafter �vaived or deemed to be wsived by
Purchaser) shall be deemed to be permitted exceptions (the "Pennitted Exceptions") to the status of
Se(ler's title to the Land.
ARTICLE III
CONDITIONS PRECEDENT TO CLOSING
3.01 Purchasei's Conditions Precedent. Purchaser's obligation to consummate the
transaction contempleted herein is conditioned upon satisfaction of Seller's performance or complience
with all of Seller's covenants, agreements and obligations under this Agreement.
3.02 Seller's CondiHm�s Prececlent. Seller's obligation to consummate the trausaction
contemplated herein is conditioned apon satisfaction of each of the following conditions at or prior to the
Closing, any one or more of �vhich conditions precedent may be waived by Seller in Sal(er's sole
discretion:
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(a) RepresentaHons and WarranHes. None ofthe representations and warranties of
Purchaser set forth in Section 3.03 of this Agreement shall be untrue or inaccurate;
(b) Purc)iaser's Obligations. Purchaser shall have performed or complied with ali
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,
3.03 Purchaser's Representations and Warranties.
(a) Purchaser's Authority. Tl�is 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 consummatiou of the sale provided for herein will constitute a
violation or breach by Purchaser of any provision of any agreemeut or other instrument to which
Purchaser is a party or to which Purc6aser 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
upoit Purchaser;
(b) No Pending Proceedings. Purchaser has no actual knowledge that tliere is any
action, suit, proceeding or claim affecting Purchaser or relat'vig to the authority of Purchaser to purchase
the Land; and
(c) Office of Foreign Assets Control (OFAC) Issues.
(I) Purchaser represents and warrants t6at (A) Purchaser and each person or
entity owning an interest in Piu�chaser (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 t�•ade
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 Pm•chaser Embargoed Person has any interest of any nature whatsoever in Purchaser
(whether directly or indirectly), (D) Purchaser has itnplemented procedures, and will consistently apply
those procedures, to ensure the foregoing representations and warranties remain true and correct at all
times, The term "P:a•chaser Entba�goed Person" means any person, entity or government subject to trade
restrictions uuder U.S. law, including but not limited to, the Interna6onal Emergency Economic Powers
Act, 50 U.S.C. §17p1 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et se9., and any
Executive Orders or regutations promulgated thereunder, with the result U�at the investment by Purchaser
is prohibited by (aw or Purchaser is in violation of law.
(2) Purchaser also sliall require, and shall take reaso��able measures to ensure
compliance cvith the requirement, that no person who owi�s 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 sucli person's interest in the Purchaser is through a U.S. Publicly-
Traded Entity.
ARTICLE N
CLOSING
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4.01 Cloaing Date and Time. Provided that all of the conditions of this Agreement shall have
theretofore been satisfied, the closing (the "Closing") of the purchase and sale of the Land shall be
conducted at such time and location as shall be mumally agreeable to Seller and Purchaser. The date on
which the Closing actually occurs is referred to herein as the "Closing Date,"
4.02 Seller's Closing Matters. At the Closing, Seller shall do the following:
(s) Special Warranty Deetl. Execute, acknowledge and deliver to Purchaser a
special wa�ranty deed (the "Deed") conveying to Purchaser good and indefeasible title in fee simple to the
Land, subject to the Permitted Exceptions;
(b) Non-foreign Person Affidnvit. 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 Uie 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 the Escrow
Agent may reasonably request;
(d) Possession of the Land. Deliver possession of the Land to Purol�aser;
(e) Owner's Title Policy. Detiver or cause the Title Insurer to commit to delivering
the Title Policy;
(� Tax Certificates. Deliver tax certificates or other written evidence sho�ving that
there aze no delinquent taxes, assessments or PILOTS affecting the Land as of the Closing Date;
(g) Assignmeut of Contracts and Assignment of Leases. Deliver to Purchaser an
abso(ute assignment of all Contracts concerning the Land entered into by Seller, if any; and
(h) OtLer pocuments. Execute, acknowledge where required and/or deliver any and
all other items contemplated by the tenns of tliis Agreement or reasonably required by Purchaser or its
legal counsel or by the Fscrow Agent.
4.03 Purchaser's Closing Matters. At the Ciosing, Purchaser shall do the following:
(a) Purchase Price. Deliver the Purohase 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 auHiority to close the purchase
of the Land pnrsuant to this Agreement as Seller or tl�e Escrow Agent reasonably requests; and
(c) Other Items. Execute, acknowiedge 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. Purchaser shall pay the premium for the Owner's Title Policy (inciuding
deletion of the standard exceptions set forth in Section 3.01), all recording chazges for the Deed, all costs
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of the Titfe Policy, and any special charges or assessments affecting the Land required to be paid prior to
Closutg to deliver unencumbered title to the Land to Purcl�aser. Purchaser shal] 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 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
whicl� such party incurs. The parties shall split any escrow fee and expenses charged by the Fscrow
Agent.
4,05 ProraHons. 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,
whicl� are attributable to the period of tune in wluch the Closing occurs shall be prorated behveen the
parties as of the Closing, and Purchaser shall receive credit against the Purchase Price for the portion of
such rents �nd 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 reiu�bursements attributable
to the period from and after the Closing Date s4a11 have been paid in full.
(b) Current Ad Valorem Tnxes. Real and personal property ad valorwn taxes,
assessments and PILOTS pertaining to the Land for the year in wliich the Closing occurs shall be prorated
as of the Closing (collectively, "Taxes"), based upon actual days involved. Seller shall be responsible for
atl Taxes pertaining to the Land fa• 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 U�e peoration 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 actuaf taxes for the year of the C(osing nre available, a corrected proration of
taxes shall be made. If such Taxes for the year 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 fhe 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 (10) days aRer notification 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 attributab(e 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 tliereo� and the other portions of such tax parcel on the basis of the percentages which
the gross surface azeas of the Land (or applicable poition thereo� and such other portions of such ta�c
parcel represent of the total gross sw�face area of such tax percel. If all or part of the Land is Iocated in a
tax parcel for the year of Closing which includes propei2y that is not within the Land, and all Taxes
attributable to sucli tax parcel shall not have been paid in full at or prior to the Closing Date, each of
Sel(er 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, which amounts witl be held by Fscrow Agent pursuant to an escrow agreement in
form reasonably acceptable to Seller and Purchaser. This provision shall survive the Closing.
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(c) Other Taxes and Assessments. Ali Tazces to the Closing Date (including
installments due after the Closing Date widi respect to special assessments which are payable in
installments) and all Ta�ces for periods prior to the tax year in which the Closing occurs shall be paid in
fult by Seller on or before the Closing Date. Seller shall be responsible for and indemnify Purchaser
against any Taxes attributable to the period prior to the Closing Date, iucluding, but not limited to, airy
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 Fscrow Agent all informaHon reasonably available to Seller that is necessary to
compute the foregoing proration of Taxes. To the extent possible, the amount of any adjustment described
in tliis section shall be estimated aud 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 certainty. The
foregoing obligations shall suivive the Closu�g, any other provision l�ereof to the contrary
nohvithstanding.
ARTICLE V
REMEDIES
5.01. Purchaser's Remedies.
(a) Remedies fm• Failure to Close. In the event that Saller fails or refuses to convey
the Land at Closing and Purcl�aser has satisfied all of Purchaser's obligations pursuant to this Agreement,
deposited the Purchase Price witl� the Escrow Agent, and is prepared to proceed with Closing, Purchaser
may exercise one of the fopowing exclusive remedies: (a) terminate this Agreement by giving Seller
written notice of such election prior to or at the Closing, and thereupon this Agreement shall terminate,
and aIl parties hereto or mentioned hereiu shall be relieved and released of all further obligations, claims
and liabilities hereunder; (b) to waive, prior to or at the Closing, the applicable objection or condition and
proceed to the Closing of the hansaction contemplated hereby in accordance with the remainiug terms
hereof; or (c) seek specific performance of Seller's obligation to convey the Laud under this Agreement.
Concurrently"with the execution of this Agreement, Seller and Purchaser, at Pm•chaser's reyuest, 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
SA2 Seller's Remedies, If Purchaser wrongfa(ly fails or refuses to perform Purchaser's
obligations pursuant to this Agreement, Seller not being in material default, hereunder, Seller sl�atl be
entitled, as Seller's sole and exclusive remedy, to terminate this Agreement by written notice to Purchaser.
ARTICLE VI
NIISCELLANEOUS
6.01 Escrow Instructions. IutenrionaUy Omitted.
6.02 Integrntion. 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 �vritten, behveen the parties regarding the Laud.
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6.03 ModiTicaHon. 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 shaU be binding upon and inure to the benefit of Seller
and Purchaser, and titeir respective heirs, personal representatives, successors and assigns.
6.05 Notices. Any notice, communication, request, demand, reply or advice (severally and
collective(y referred ta as "Notice") in this Agreement required or permitted to be given, made or
accepted must be in writing. No6ce may, unless otherwise specifically provided liet�ein, 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 seme 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 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 of Notice, the addresses of the parties shall, until changed as provided below, be as follows:
Seller: BR NorthPoint, LLC
Attention: Nathaniel Hagedorn
6300 North Revere, Suite 225
Kansas City, Missowi 64151
Purchaser: The City of Riverside, Missowi
Attention: Mayor
City Ha(1
2950 NW Vivion Road
Riverside, MO 64150
The parties hereto shall have the right from time to time to change their respective addresses, aud each
shall have the riglit to specify as its address a�ry other address within the United States of America, by not
less then ten (10) days' prior writtan 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 hansaction
contemplated hereby, and each pariy 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 indemnifying party.
6.07 Time. Time is of the essence in all things pertaining to the performance of this
Agreement.
6.08 Surviva( of Obligations. To the extent necessary to carry out the terms and provisions
hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not
be deemed terminated at the time of the Closittg, nor shall tl�ey merge into the various documents
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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) wip expire as to all matters specified
in any such written notice to the extant 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 APPLICABLE LAW; VENUE; WAIVER OF NRY TRIAL. THE LAWS OF THE
STATE OF MISSOURI SHALL GOVERN Tf� CONSTRUCTION, ENFORCEMENT,
iNTERPRETATION AND VALIDITY OF THIS AGREEMENT. Tf� OBLIGATIONS OF THE
PARTIES ARE PERFORMABLE, AND VENUE FOR ANY LEGAL ACTTON ARISING OUT OF
THIS AGREEMENT SHALL LIE, IN PLA1"iB 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 comenience of reference only and do not constitute matters to be construed in interpreting i
this Agreement. �
6.11 Terminalogy. Words of any gender used in this Agreement shall he held and construed
to include any other gender and words in the singular number sliall be held to include the plural, and vice
versa, unless the context requires otheilvise. The words "herein," "hereof," "hereunder" and other similar '
compounds of the word "here" when used in tliis 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 "without Iimitation" unless othenvise qualified. i
6,12 Construction of Agreement This Agreement shall not be constrtted more strictly
against one party tiian against 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 Purchaser 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 the applicability
of any such provision to a specific situation, sl�all be held invalid or imenforceable, sach provision shall
be modified to 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 thereby.
6.14 Counterpart �xecution. Tliis 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. L� addition to tt�e 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 the hansactions
contemplated hereby.
6.16 Litigation, 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
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Agreement, the losing pariy shap pay all reasonable attorneys' fees and expenses and cour[ costs incurred
by the prevail'uig parry in connection with such litigation.
6.17 Benefit. This Agreement is for the benefit only of the parties hereto or their respective
heirs, personal repi�sentatives, 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 hereof.
6.18 Assignment. Purchaser may assign this Agreement and all rights hereunder to an
affiliated entity provided tliat (i) Purchaser shall remain jointly and severally liable �vit6 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 indemnify Seller from any litigation arising out of 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 Instruments. Except as othenvise 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.
6.21 Legal Holidays and Business Days. If any date herein set forth for the performance of
auy obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided
should be on a Sahuday, Sunday or legal holiday, the compliance with such obligations or delivery shall
be deemed acceptable on the next business day following such Saturday, Suuday or legal holiday. As used
herein, the term °legal holiday" means any federal hoGday for which financial institutions or post offices
in Riverside, Missouri are generally closed for observance thereo£ 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 otherwisa specifically provided for hereunder, no party shall be
deemed to have waived aay of its rights hereunder unless such waiver is in writing and signed by the
party waiviug such right. Except as othenvise specifically provided for hereunder, no delay or omission
by any party in exercising any right sl�afl 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 i�emedy on any futm�e
occasion. Except as othenvise provided in Sections SA1 and 5.02 hereof, all rights aud remedies, whether
evidenced hereby or by any other agreement, instrument or paper, will be cumulative and may be
exeroised separately or concurrently.
6.23 Effective Date; AccepMnce. The effective date (the "Efjective Date") of this Agreement
shall be the date that the Escrow Agant receives and receipts one or more counterparts of this Agreement
that have been signed by both Seller and Purchaser. The execution hereof by Purohaser 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, ou the tenth (lOth) business day (the
"Acceptmice Date") following the date set forth below Purchaser's signature hereto, by the execution
hereof by Seller and the delivery of at least rivo 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 shall be
thereafter null and void.
�P:/DOCS/189J/014/00661191;1 F9 . '
NA 3662279.1
IN WITNESS WHEREpF, this Agreem8nt has been duly executed in multiple counterpar[s (each
of which is to be deemed an original for all purposes) by the parties hereto on the raspective date
appearing below each party's signature to be effective on the Effective Date herein specified.
SELLER
BR NORTHPOINf, LLC,
a Missouri limited liability company
Ci"�� �
By, �� .
NatHaniel Haged , anager
Date:_� � I i a--D ! a�
PURCHASER:
CITY OF RIVF,RSIDE, NIISSOURl
/
B
athleen L. Rose, May r
(SEAL)
Attes
�:,���---��
Robin Littrell, Ci Clerk
�PJDce�1893/OI4l0066119I;I � 1 �
WA 3662279.1
ESCROW AGENT RECEIPTS
The undersigned Escrow Agent acknowledges receipt of this Agreement of Sale a�d Purchase
and agrees to be bound by the terms of this Agreement this day of , 2012.
ASSURED QUALITY TITLE COMPANY
By:
Name:
Title:
�P:/Docx/1893l014/0066i191:1 )1 1
WA 3662279.1
Exhibit "A"
Legal Descrintion ofRISS PROPERTY
Part of Fractional Section 7, Township 50, Range 33, in Riverside, Platte County,
Missouri and part of the accretions thereto, all more particularly described as
follows: Beginning at the NoMhwest comer of Lot 2 of said Fractional Section 7
as located by the original govemment survey (said corner being also sometimes
called the Northwest corner of the Southwest Quarter of the Northeast quarter of �
said Section 7); thence South along the west line of said Lot 2(being also the East
line of I,ot 3 of said Fractional Section 7) a distance of 1315.43 feet to an iron bar
(said 'uon baz being sometimes called the Southwest corner of the Southwest
Quarter of the Northeast Quarter of said Section 7); thence South 89° 40' 13" East
along a tine sometimes called the South line of the Southwest Quarter of the
Northeast Quarter of said Section 7, a distance of 1320 feet; thence South along
the East line of a tract of land conveyed by deed recorded in Book 114 at Page
558, Recorder's Office, Platte County, Missouri, and the Northerly extension
thereof to the Northerly right of way line of highway designated Interstate Route
635; thence Northeasterly and Easterly along said Northerly right of way line to
the intersection thereof with the Southerly prolongation of the East line of said
Fractional Section 7, as said line is established by the boundary line agreement
filed as Document #13069, recorded in Book 291 at Page 71, Recorder's Office,
aforesaid; thence North 0° 12' 26" West along said established boundary line, a ;
distance of 68.02 feet; thence North 0° 00' 47" West along the East line of said
Fractional Section 7, a distance of 193.76 feet, more or less, to a point which is :
2,145 feet (32.50 chains) South of the Northeast corner of said Fractional Section
7(being also the Southeast comer of a tract of land conveyed by deed recorded in
Book 273 at Page 512, said Platte County Recorder's Office) thence West along
the South line of said last mentioned rtact, 1306.80 feet (19.80 chains) to the
Soutliwest corner of said last mentioned tract; thence North along the West line of
said last mentioned tract and along the West lines of the tracts of land conveyed
by deeds recorded in said Recorder's Office in Book 181 at Page 185, Book 310
at Page 173, and in Book 277 at Page 41, (said West lines being T9.80 chains
West of the East line of said Fractional Section 7) and along the North
prolongation thereof, a distance of 829.00 feet, more or less, to the North line of
said Lot 2 of said Fractional Section 7, being also sometimes called the North line
of the Southwest Quarter of the Northeast Quarter of said Section 7; thence North
89° 44' 00" West along the North line of said Lot 2, a distance of 1297 feet, more
or less, to the point of beginning.
LESS AND EXCEPT TIIE FOLLOWING:
A tract of land for permanent right-of-way purposes that is described from and
related to the following defined centerline of I-635, lying in fractional Sec6ons 7
�P/DOCS/�893/013Po0G63819;1)
A-1
and 8, TSON, R33W, in Riverside, Platte County, Missouri, all bearings aze
referenced to the Missouri State Plane Coardinate System, 1983, West Zone, said
defined centerline being more particulazly described as follows:
I-635 CENTERLINE DE5CRIPTION
Commencing at a found 1-1/2 inch diameter pipe at the Northwest Corner of the
Northeast Quarter of fractional Section 7, TSON, R33W, per certified land corner
Document Number 600-61554; thence South 00° 20' 45" West along the west
line of the Northeast Quazter of said fractional Section 7 and along the southerly
prolongation of said west line, a distance of 4692.29 feet to the point of be�nning
of said defined centerline, at I-635 centerline Station 12+28.03; thence North 27°
]0' 29" East, a distance of 1008.97 feet to I-635 centerline Tangent to Spiral
Station 22+37; thence Northeasterly along a 300 foot spiral cutve to the right,
with an "X" distance of 299.81 feet along the main tangent and a"Y" distance of
7.85 feet offset from the main tangent, to I-635 centerline Spiral to Curve Station
25+37; thence Northeasterly along a 3° curve to the right having an interior angle
of 60° 03' S9" and a radius of 1909.86 feet, for an arc distance of 1702.21 feet to
I-635 centerline Curve to Spiral Station 42+39.22; thence easterly along a 300
foot spiral curve to the right, with an "X" distance of 299.8] feet along the main
tangent and a"Y" distance of 7.85 feet offset from the main tangent, to I-635
centerline Spiral to Tangent and Equation Station 45+39.22 back equals I-635
centerline StaHon 45+05.7 ahead; thence North 87° 14' 28" East, a distance of
330.10 feet to a point at I-635 centerline Station 48+35.80 on the west line of the
North�vest Quarter of fractional Secrion 8, TSON, R33W, said point beazs North
00° 19' 39" East, a distance of 5737 feet from a found 1/2 inch iron bar per
certified land corner pocument Number 600-63115 at the Southwest Comer of
the Northwest Quarter of said fractional Section 8 and bears South 00° 19' 39"
West, a distance of 2574.20 feet from a found 3/4 inch iron bar in monument box '
per certified land corner Dacmnent Number 600-61555 at the Northwest Corner
of said &actional Section 8; thence continuing North 87° 14' 28" East along said
defined centerline of I-635, a distance of 1664.20 feet to end I-635 centerline
Station 65+00, hereafter refened to as point "A", at said point "A" the I-635
centerline ends at Station 65+00, and from said point "A" the Northbound I-635 '
baseline is offset 30.00 feet right and begins at Station 65+00, and from said point
"A" the Southbound I-635 baseline is offset 54.00 feet left and begins at Station
65+00; both northbound and southbound baselines being further described as
follows:
NORTHBOUND I-635 BASELIN� DE5CRIPTION
Commencing at the aforesaid point "A" at end I-635 centerline Station 65+00;
thence South 02° 45' 32" East, a distance of 30.00 feet to the point of beginning
of Northbound I-635 baseline at Station 65+00; thence Narth 87° 14' 28" East, a
distance of 918.61 feet to Northbound I-635 Tangent to Spiral 5tation 74+18.61;
thence northeasterly along a 350 foot spiral curve to the left, with an "X" distance
{PdDOCS/I993/013l00663819;1 )
A-2
of 349.60 feet along the main tangent and a"Y" distance of 12.46 feet offset from
the main tangent, to Northbound I-635 Spiral to Curve Stadon 77+68.61; thence
northeasterly along a 3° 30' curve to the left having an interior angle of 75° 57'
51" and a radius of 1637A2 feet, for an azc distance of 1895.40 feet to
Northbound I-635 Curve to Spiral Station 96+64.01, from wlvch a found chiseled
"+" in top of a 6-1/2 inch concrete filled pipe, per certified land corner pocutnent
Number 600-41592, at the North Quarter Comer of &actional Section 8, TSON,
R33 W, bears North 53 ° 35' 13" West, a distance of 2019.42 feet.
SOUTHBOUND I-635 BAS�LINE DESCRIPTION
Commencing at the aforesaid point "A" at end I-635 centerline Station 65+00;
thence North 02° 45' 32" West, a distance of 54.00 feet to the point of beginning
of Southbound I-635 baseline at Station 65+00; tiience North 87° 14' 28" East, a
distance of 644.27 feet to Southbound I-635 Tangent to Spiral Station 71+44.27;
thence northeasterly along a 350 foot spiral curve to the leR, with an "X" distance
of 349.60 feet along the main tangent and a"Y" distance of 12.46 feet offset from
the main tangent, to southbound I-635 Spiral to Curve Station 74+94.27; thence
northeasterly along a 3° 30' curve to the left having an interior angle of 72° 55'
16" and a radius of 1637.02 feet, for an azc distance of 1808.46 feet to
Southbound I-635 Curve to 5piral Station 93+02.73, from which a found chiseled
"+" in top of a 6-1/2 inch concrete filled pipe, per certified land corner pocument
Number 600-41592, at the North Quarter Corner of fractional 5ection 8, TSON, ;
R33 W, beazs North 47° 30' 46" West, a distance of 1793.65 feet.
The above Centerline and Baseline descriptions being referred to herein for
purposes of conveyance by Grantor to Grantee of the following described
property:
All that part of Grantor's real property and real property rights and interest to the
extent located in a limited access tract of land located in fractional Section 7,
TSON, R33W, in Riverside, Platte County, Missouri, lying within the widths on
the left or northerly side of the above described I-635 centerline to wit:
Beginning at a width of 195.00 feet at Station 36+00.00; thence increasing along a
straight line to a width of 210.00 feet at Station 39+75.00; thence increasing along
a straight line to a�vidth of 350.00 feet at Station 44+50.00; thence increasing
uniformly to a width of 455.00 feet at Station 47+75.00; thence an even width of
455.00 feet to Station 51+10.00; containing 165,916 square feet (3.8089 acres),
�nore or less, of land.
Also, all abutter's rights of direct access between the highway now Imown as I-
635, rainp no. 1 and grantor's abutting land in the El/2 of fractional Section 7,
TSON, R33W, Riverside, Platte County, Missouri.
(P:/DOCS/1893/013/006638I9:1 �
A-3
Le�al Descrintion ofEDWARDS PROPERTY
PARCEL 1:
All of Lot 3, of Frac6onal Section 7, Township 50, Range 33, in Riverside, Platte
County, Missouri, and accretions thereto, described by metes and bounds as
follows, to-wit: Be nin at the Nor[hwest corner of said Lot 3; thence East
along tl�e North line thereof, sometimes known as the North line of the Southeast
Quarter of the Northwest Quarter of said fractional section, South 89 degrees 43
minutes 00 seconds East 1306.60 feet, more or less, to the Northeast corner of
said Lot 3; thence South along the East line of said Lot, sometimes know�l as the
East line of the Northwest Quarter of said fractional section and the 5outherly
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 17, 1969, No. 22778, thence
Northwesterly meandering said river, but �vith the low water line of said river as
the boundary, to a second meander corner set 2690.3 feet South of the Northwest
corner of said I,ot 3 measured a(ong the West line of said I,ot 3; sometimes �
xeferred to as the West line of the Southeast Quazter of the Northwest Quarter of !
said Section and the Southerly prolongation thereof; thence North along said last
described liue 26903 feet to the point of beginning; together with all accretions i
thereto but subject to all erosion therefrom since the aforesaid April, 1969 survey,
except that part in streets and roads. � ',
EXCEPT THEREFROM that part thereof lying West of the following described
line, to-wit: Commencing at a point on the North line of said Lot 3, said point i
being 625.48 feet Westerly of the Northeast corner of said Lot 3; thence on a line
extending Southerly through said described tract parallel with the East and West .
boundary line thereof to the Northerly bank of the Missouri River as located in
April, 1969, and shown on plat of survey of Anderson Survey Company dated
April 17, 1969, No. 22778; together with all accretions theretq but subject to all
erosions therefrom since the aforesaid April, 1969 smvey
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.
TOGETHER with an easement for roadway over a strip of land 20 feet in width
lying 5outh of and adjacent to the following described line: Bea nning at the
Northwest corner of Lot 2, said point being also the Northeast corner of Lot 3,
Sec6on 7, To�vnship 50, Range 33, as shown on the Original Government Survey _
of Platte County, Missouri, said point being also the Southwest comer of the
Northwest Quarter of the Northeast Quarter of said Section 7; thence South 89
degrees 44 minutes 00 seconds East along the North line of said Lot 2 and the
{AIDOCS/1893loi3/OW63619;1 j
B-1
5outh line of the Northwest Quarter of the Northeast Quarter of said Section 7,
1302.15 feet to the point of termination, said point of termination being a point in ,
Maddox Road, as the same is now located and used, and is also the Northeast i
corner of said Lot 2 and is also the Southeast corner of the Northwest Quarter of
the Northeast Quarter of said Seclion 7, as established in the instrument recorded
in Book 348 at Page 12 in the Office of the Recorder of Deeds for Platte County,
Missouri. '
PARCEL 2:
1'RACT I: I
The North Ten (10) acres of the Southeast Quazter (SE ]/4) of the Northeast '
Quarter (NE 1/4) of 5ecdon Seven (7), To�vnship Fifty (50), Range Thirty-tliree �
(33), more particularly described as follows: Begiuning at a point Twenty (20) i
chains South of the Northeast corner of said Section Seven (7), and running �
thence West Nineteen and Eighty One Hundredths (19.80) chains; thence South i
Five (5) chains; thence East Nineteen and Eighty One Hundredths (19.80) chains;
thence North Five (5) chains to the point of beginning, Except that part in streets I
and roads. ,
TRACT ll:
All that part of the Northeast Quarter of Section 7, TownsMp 50, Range 33 i
described as follows: Beginning at a point 25 chains South of the Northeast comer �
of said Section 7 and running West 19.80 chains; thence 5outh 2.50 chains; ,
thence East 19.80 chains; thence North 2.50 chains to the point of beginnnig, ,
Except that part in streets and roads. �
�
Also excepting therefrom the following described tract:
All that part of the Northeast Quarter of Section 7, Township 50, Range 33, i
described as follows: Beginning at a point 25 chains South and 19.80 chains West I
of the Northeast corner of said Section 7, thence South 2.50 chains, thence East 8 '
chains, thence North 2.50 chains, thence West 8 chains to the point of beginning. ',
PARCEL 3:
TRACT IlI:
A tract of land located in the Northwest Quarter of Fractional Secfion 8,
Township 50 North, Range 33 West, in Riverside, Platte County, Missouri,
beazings are referenced to grid North of the Missouri State Plane Coordinate
System, 1983, West Zone, and more particularly described as follows:
Commencing at the Southwest comer of the Northwest Quarter of Fractional
Section 8, Townslrip 50 North, Range 33 West, being a found 1/2 inch iron baz,
{P:/DOCS11893/013/00663819;1 �
B-2
Per Certified Land Corner pocument Number 600-63ll5; thence North 00
degrees 19 minutes 39 seconds East along the West line of said Northwest
Quarter, a distance of ]072.94 feet to the point of be,g'n�g; thence continuing
North 00 degrees 19 minutes 39 seconds East along said West line of the
Northwest QuaMer, a distance of 238.62 feet to the Northwest comer of the
Southwest Quarter of the North�vest Quarter of said Fractional Secfion 8; thence
5outh 89 degrees 31 minutes 26 seconds East along the North line of said
Southwest Quarter of the Northwest Quarter, a distance of 78.07 feet; thence
South 18 degrees 27 minutes 30 seconds West, a distance of 250.88 feet to the
Point of Beginning, Except that part in road.
i
I
I
i
[PJDOCS/I893/013/00667819;1 }
B-3
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