HomeMy WebLinkAboutR-2012-149 Amendment to Purchase and Sale Agreement for Riddle Tract RESOLUTION NO. R-2012-149
A RESOLUTION AUTHORIZING, RATIFYING AND CONFIRMING EXECUTION OF AN
AMENDMENT TO THE 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 TRAC�
WHEREAS, pursuant to Resolution R-2012-121 the Board of Aldermen approved 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 such agreement;
and
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 amendment of such agreement as 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 Amendment to 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"
(the "AmendmenY') 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 Amendment and to make any
payments or adjustments necessary in the purchase price, closing costs and/or proration of
taxes and assessments related to the purchase of such real property as set forth therein and
all actions related thereto taken prior to the adoption of this resolution are hereby ratified and
confirmed.
PASSED AND ADOPTED by the oard of Aldermen and APPROVED by the Mayor
of the City of Riverside, Missouri, the� day of �m/QA.!!-!� �012.
- ,� � <. ' �7 �
U �
: . ,> � � O
;} � '� t
Kathleen L. Rose, Mayor
; A`TfE3�T: ��_ �� � .
Robin'Littrelf, i Clerk '
, " Approved as to Form:
/
�fVa hompson, City Attorney
AMENDMENT TO
AGREEMENT OF PURCHASE AND SALE
BETWEEN
THE CITY OF RIVERSIDE, MISSOURI ("PURCHASER")
AND
BR NORTHPOINT, LLC ("SELLER")
(RIDDLE)
THIS AMENDMENT TO THE AGREEMENT OF PURCHASE AND SALE (this
"Amendmen[") is made as of the � day of �(�E„, ��� , 2012 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 assigns ("Seller"). In consideration of the
agreements contained herein and for other good and valuable consideration,the receipt and sufficiency of
which are hereby acknowledged, Seller and Purchaser hereby agree as follows:
WHEREAS, on or about the 8` day of August, 2012 the parties entered into that certain
Agreement of Purchase and Sale (the "AgreemenY') attached hereto as Exhibit "A"; and
WHEREAS, the parties desire to amend the Agreement as set forth in this Amendment and the
Board of Aldermen has further determined that the purchase of the Land as provided for in the Agreement
as amended herein, 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 environment of the CiTy, foster
increased economic activity within the City, increase employment opportunities within the City, enable
the CiTy to direct the development of the Harizons site, and otherwise be in the best interests of the City
by furthering the health, safery, and welfare of its residents and taxpayers; and
NOW, THEREFORE, in consideration of the premises, TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which aze hereby acknowledged,
and the mutual undertakings of the parties hereinafter set forth, it is hereby agreed by the parties as
follows:
Section 1. Section 4.05 of the Agreement shall be amended by deleting such section in its
entirety and replacing it with the following:
4.05 Prorations. Unless otherwise stated herein, prorations shall be made as of March
30, 2012 (such date being the "Proration Date"):
(a) Rents and Income. Collected rents and other income from the Land, if
any, which are attributable to the period of time in which the Closing occurs shall
be prorated between the parties as of the Closing, and Purchaser shall receive
credit against the Purchase 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 afrer 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 attributable to the period
from and after the Closing Date shall have been paid in full.
(b) Current Ad Valorem Taxes. Real and personal property ad valorem
taxes, assessments and PILOTS pertaining to the Land for the year in which the
Closing occurs shall be prorated as of the Proration Date (collectively, "Taxes"),
based upon actual days involved. Seller shall be responsible for all Taxes
peRaining to the Land for any period prior to the Proration Date. 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 yeaz of the Closing are not available at the Closing, an estimated,
tentative proration of Taaces 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 taxes shall be made. If
such Ta�ces for the year of the Closing increase over those for the preceding year,
Seller shall pay to Purohaser a pro rata portion of such increase, computed to the
Proration Date, and conversely, if such taxes for the year of the Closing decrease
from those of the preceding yeaz, 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 afrer notification by either party that such adjustment is
necessary. If aIl or par[ 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 parcelfor 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 of the percentages which the gross surface areas of the Land (or
applicable portion thereo� and such other portions of such tax parcel represent of
the total gross surface azea of such tvc parceL If all or part of the Land is located
in a tax parcel for the year of Closing which incWdes proper[y 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, each 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, which amounts will be held by Escrow
Agent pursuant to an escrow agreement in form reasonably acceptable to Seller
and Purchasec This provision shall survive the Closing.
(c) Other Taxes and Assessments. All Taxes to the Proration Date
(including installments due afrer the Closing with respect to special assessments
which are payable in installments) and all Taxes for periods prior to the tax year
in which the Closing occurs shall be paid in full by Seller on or before the
Closing. Seller shall be responsible for and indemnify Purchaser against any
Taxes ariributable to the period prior to the Proration Date, including, but not
limited to, any Taxes deferred to subsequent yeazs 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 any adjustment described in this section shall be
estimated and paid at the Closing based upon the best information available to
Purchaser and Seller at the time, and shall be adjusted as soon thereafter as may
be reasonably practicable when final billings are available or when such amounts
may be determined with reasonable cer[ainty. The foregoing obligations shall
survive the Closing, any other provision hereof to the contrary notwithstanding.
Section 2. Except as provided in Section 1 of the Amendment, the remaining provisions of the
Agreement shali remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed in multiple counterparts
(each of which is to be deemed an original for aIl purposes) by the parties hereto to be effective on the
date and year first above written.
SELLER
CITY OF RIVERSIDE, MISSOURI
', By: c7 O.
, Kathleen L. Rose, Mayor
;' (SEAL) � „
�AYtest> ` . . •
, � � • 7
r=�' ' �
'' Ro6in Li[trell, Ciry Clerk
Approved As To Form:
cy hompson, City Attomey
Count igued by City Purchasing Agent:
reg P. Mills, Interim City Administr or
PURCHASER
BR NORTHPOINT, LLC,
a Missouri limited liability company
By:
Nathaniel Hagedorn, nage
AGRE�MENT OF PURCHASE AND SALE
BETWEEN
THE CITY OF RIVERSIDE, MLSSOURI ("PURCHASER")
APTD
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 which are hereby acknowiedged, Seller
and Purohaser hereby agree as follows:
WHEREAS, Saller currently owns the real property described in Exhibit A hereto (the "Lcmd'�
and wishes to sell the Land to Purohaser on the terms herein set forth, and Purciiaser wislies to purchase
the Land on the terms herein set forth;
WHEREAS, The Board of Atdermen has detennined that the purchase of the Land as provided
for in this Agreement, fulfills a public purpose and will Further the growth of the Ciry of Riverside (the
"City"), facilitate the development of the entire Horizons site, improve the environment of the City, foster
increased economic activity within t6e City, increase employment opportunifies within the City, enable
the City to direct the development of the Horizons site, and otheitivise be in the best intei�ests of the City
by furthering the health, safery, and welfare of its residents and taxpayers; and
NOW, THEREFORE, in considerarion of the premises, TEN AND NO/100 DOLLARS ($10.00)
and otlier good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and the mutual undertakings of the parties hereinafter set forth, it is hereby agreed by the parties as
follows:
ARTICLE I '
SALE ANA PURCHASE
1.01 S�le eud Pm•cliase. Seiler agrees to sell to Purchazer, and the Purchaser agrees to
purchase from Seller, the Land. The Purchase Price (the P:mchnse Price") for the Land sl�all be
$405,000.00.
1.02 Escrow Agent. A�� executed copy of this Agreement shall be delivered to Assured
Quality Title Compeny, Attentioti: Don Rodgers, 1001 Walnut Street, Kansas City, Missouri 64106,
phoue number (816) 221-2880, fax number (816) 221-288q (the "Escroin AgenP'). No Earnest Money
shall be required of Purchaser.
ARTICLE II
TITLE AND SURVEY DOCUMENTS
2.01 Title Commitment. Seller shall, within fiva (5) days after Effective Date, at Seller's sole
cost and expense, cause to be prepared and fumished to Purchaser for the Land to be purcliased in the
subject Closing Notice a title commitment for the Title Policy (the "Title Conunitnrent") issued by
Assured Quality Title Company (the "Tit1e Lrs:mer") showing the Seller as the record title owner of the
1
�PNocy169J/0I5/006G1687;1 )
�VA 36&1420.1
Land, by the terms of whicli the Escrow Agent, as agent for the Title Insurer, agrees to issue to or for
Purci�aser a standatrl ALTA form 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 Closing Notice to be good and indefeasible subject to the terms of such Title Policy
and the exceptions specified therein, together tivith readily legible copies of all documents and plats, if
any, which a�•e referred to in the Title Commitment. Seller and Purchaser shall pay tfie expenses of
obtaining the Title Policy as hereinafter provided. The Title Policy shall exclude all standard pre-printed
excep[ions.
2A2 Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and
furnished to Purchaser, Purchaser's legal counsel and the Escrow Agent, an updated ALTA survey (the
"Survey") of tlie Land prepared by a surveyor of Purchaser's choosing (the "Swve��or") as of a date which
is subsequent to the Effective Date.
2.03 Review of TiUe and Survey. Purchaser shali have a period of time (the "Title Revrew
Period") commeucing on tha Effective Date of each Closing Notice and ending on ten (10) days prior to
Closing in which to notify Seller in wriNng of any objections Purchaser has to any matters shown on the
Title Commitment, All objections raised by Purchaser in the mannar 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 Objections at or prior to Closing) during the
period of time (the "Cw•e Period") ending on tlie tentli (lOth) business day after Seller's receipt of
Purcheser's notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cui�,
such Objections during the Cure Period, Seller shall be deemed to have elected not to cure sucl� matters.
In 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 6y or on behalf of Purchaser by giving Seller written notice
to such effect during the period of time (the "Terntination Period") ending on the tenth (lOth) business
day following the end of the Cure Period, whereupon all parties l�ereto 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 the Termination Period. Any title encumbrances or
exceptions which are set forth in the Titte Commitment and to wliich Purchaser does not object on or
prior to the last day of tlie Title Review Period (or which are thereafter waived or deemed to be waived by
Purchaser) shall be deemed to be permitted exceptions (the "Perniitted Exceptro�rs") to the status of '
Seller's title to the Land.
ARTICL� III
CONDITIONS PRECEDENT TO CLOSING
3,01 Purchaser's CondiHons Precedent, Purohaser's obligation to consummate the
transaction contemplated herein is conditioned upon satisfaction of Sellei's performance or compliance
with all of Seller's covenants, agreements and obligations under this Agreement.
3.02 Seller's Conditions Precedent. Seller's obligation to consummate the transaction
coniemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the
Closing, any one or more of which conditions precedent may be waived by Seller in Sellei's sole
discretion:
2
�PJDocyI893/OIS/00661687:1 � �
WA 3684420,1
(a) Representntions end W�rranties. None oFthe representations and warranties of
Purchaser set forth in Section 3.03 of this Agreement shall be untrue or inaccurate;
(b) Purchaser's Obligations. Purchaser shall have performed or complied with all
of Purchaser's covenauts, 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 Purcheser's Representalions end Warranties.
(a) PurcGaser's Authority. This Agreement has been duly authorized by requisite
action and is enforceable against Purchaser in accordance with its terms; neither tha 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 agreement or other instrument to which
Purchaser is a party or to which Purchaser may be subject although not a parry, or �vilt result in or
constitute 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 kuowledge that there is any
action, suit, proceeding or claim affecting Purchaser or relating to the authority of Purchaser to purchase
the Land; and
(c) Offiee of Foreign Assets Contro! (OFAC) Issues.
(1) Purchaser represents and warrants that (A) Purchaser and each person or
entity owning an interest in Purchaser (i) is not currently identified on the List, and (ii) is not a person or
entity with wl�om a citizen of the United States is prohibited ro engage in hansactions by any hade
embargo, economic sanction, or otl�er prohibition of United States law, regulation, or Execntive Order of
the Prasideut of the United States, (B) none of the funds or other assets of Purchaser constitute propeity
of, or are beneficially o�med, d'uectly or indirectly, by any Purchaser Embargoed Person (as hereuiafter
defined), (C) no Purchaser Embargoed Person has any interest of any nature wltatsoever in Purchaser
(whether directly or indirectly), (D) Purchaser has implemented procedures, and witl consistently apply
tliose procedures, to ensure the foregoing representations a�id warranties remain true and correct at all
times. The term "P:mclraser Embargoed Persan" meens any person, entity or goverument subject to trade
restrictions under U.S, law, including but not limited to, the Iuternational Emergency Ewnomic Powers
Act, 50 U.S.C. §1701 e! seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 e� seg., aud any
Execntive Orders or regulations promulgated thereunder, with the result that the investment by Purchaser
is prohibited by law or Purcliaser is in violation of law.
(2) Purchaser also shall require, and shall take reasonable measures to ensure
complience �vith 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. Tl�is Section shall not
apply to any person to the extent that such person's interest in the Purchaser is throngii a U.S. Publicly-
Traded Entity.
ARTICLE IV
CLOSWG
3
�P:IDocz�1893/015/0066I687;1 '
WA 3684420.1
4.01 Closing Date and Time. Provided that all of tl�e 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 mutually agreeable to Seller and Purchaser. Tl�e date on
which the Closing actually occu�s is referred to herein as the "Closi�rgDate."
4.02 Seller's Closing Matters. At the Closing, Seller shall do the foilowing:
(a) Special Warrauty Deed. Execute, acknowledge and deliver to Purchaser a
special warranty 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 AfBdavit. Execute and deliver an a�davit 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 Revenua Code of 198b, as amended;
(c) Evidence of Authority. Deliver to Purchaser such evidence of Seller's euthority
to consummate the sale of the Land as is contemplated in this Agreement or as Purchaser or the Escrow
Agent may reasonably ��equest;
(d) Possession of the Land. Deliver possession of the Land to Purcheser;
(e) Owner's Title Policy. Deliver or cause the Title Insurer to commit to delivering
the Title Policy;
(� Tax Certificates. Deliver tax certificates or other written evidence showing that
Niere are no delinqnent faxes, assessments or PILOTS affecting the Laud as of the Closing Date;
(p� 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, acknowledge where required and/or deliver any and
all other items contemplated by tlie terms of this Agreement or reasonably required by Purchaser or its
legal wunsel or by the Escrow Agent.
4.03 Purchaser's Closing Matters. At the Closing, Purchaser shall do the following:
(a) Purctiase Price, Deliver the Purchase Price to the Escrow Agent by U. S.
Federal Reserve System wire h�ansfer or other immediately available good funds;
(b) Evidence of Anthority. Deliver such evidence of authority to close the purchase
of tlie Land pursuant to this Agreement as Seller or the Escrow Agent reasonably requests; and
(c) Other Items. Execute, acknowledge where required and/or deliver any and all
other items contemplated by the terms of this Agreement or reasonably required by Seller or its legal
counsel or by the Escrow Agent.
4.04 Closing Costs. Purchaser shall pay the premium for the Owner's Title Policy (including
deletion of the standard exceptions set foith in Section 3.01), all recording 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 shall pay all cosu and expenses
4
�P:/Docs/1893/OISN0661687:I ) WA 3684420.�
1
relating to Pm•chaser's financing, including any recording fees for Purohaser's security documents aud the �
cost of any moitgagee or loan policy required by Purchaser's lender, and the cost of any endorsements or i
special coverages required by Purchaser to the Title Policy. Each party shall be responsible for the
payment of its own attomeys' fees incurred in connection with this Agreement and all other expenses i
which such paity incurs. The parties shall split any escrow fee and expenses charged by the Escrotv I
Agent.
4.05 Prorarions. Prorations shall be made as follows as of 12:01 a.m, on the Closing Date: j
(a) Rents and 7ncome. Collected rents and other income from tlie Land, if any,
i
which are attributable to the period of time in which the Closing occurs shall be pmrated 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
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 attribntable
to the period from and after the Closing Date shall have been paid in fu1L
(b) Cnrrent Ad Valorem Taxes. Real and personal property ad valorem taxes, �
assessments and PILOTS pertaining to the Land for the year in �vhich the Closing occurs shall be prorated
as of the Closing (collectively, "Tares"), besed 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 tl�e
amouut of the cash payments to be made by Purchaser pursuant hereto for the prorated amount of such
Taxes for the year of Closing tivhich is chargeable to Seller, In connection with the proration of Taxes, if
actual figures for the year of the Closivg are not available at the Closing, an estimated, tentative proration i
of Taxes shall be made using most recent assessment and tax rate information available; provided, �
however, tl�at, wl�en the actual taxes for the year of the Closing are available, a corrected proration of
texes shall be made. If such Ta�ces for the year of the Closing inccease over those for the preceding year,
Sefler shall pay to Purchaser a pro rata portion of such increase, computed to tha Closing Date, and
conversely, if such taxes for the year of tlte 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 after notification by either party that such adjustment is necessary. If aIl or
pait of the Land is Iocated in a tax parcel for the year of Closing which includes property that is not
rvithin the Land, then the Taxes attributable to such tax parcel for the land value only and excludiug the
value of any improvetnents there for the year of Closing shal( be allocated between tlie Land (or
applicable portion thereo� and the other po�tions of such tax parcel on the basis of the percentages which
tlie gross surface areas of the Land (or npplicable poi4ion thereo� and such other portions of snch tax
parce( represent of the total gross surface area oF sucl� 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 wiUiin the Land, and all Taxes
attributable 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 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 tlie
entire year of Closiug, wliich amounts will be held by Escrow Agent pursuant to an escrow agreement in
form reasonably acceptable to Seller and Purchaser. This provision shall survive the Closing.
(c) OtLer Taxes eud Assessmeuts. All Taxes to the Closing Date (including
installments due after the Closing Date with respect to special assessments which are payable iu
installments) and all Taxes for periods prior to the tax year in whiclt the Closing occurs shall be paid 'ui
full by Seller on or before the Closing Date: Seller shall be responsible for and indemnify Purchaser
5
�PlDocyl893/OISPo066I687;1 � \VA 3684420.1
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 specia( use valuation.
(d) Post-Closing Adjustments. Seller shail, on a• before the Closing, furnisl� to
Purchaser and the Bscrow Agent all information reasonably available to Sel(er that is necessary to
compute the foregoing proraHon of Taxes. To the extent possible, the amount of a��y adjustment described
in this section shall be estimated and paid at the Closing based upon the best information available to
Purchaser and Seller at tlie time, and shal] be adjusted as soon thereafter as may be reasonably practicable
�vhen ftnal billings are available or when such amounts may be determined with reasonable certainty. The
foregoing obligations shall swvive the Closing, any other provision hereof to the contraty
nohvithstanding.
ARTICLE V
R�MEDIES
SAl. PurcLaser's Remedies.
(a) Remedies for Failare to Close, In the event that Seller fails or refuses to convey
the Land at Closing and Put�chaser has satisfied all of Pm•chaser's obligations pursuant to this Agreement,
deposited the Purchase Price with tha Escrow Agent, a�id is prepared to proceed with Closing, Purchaser
may exercise one of the follo�ving exclusive remedies: (a) terminate this Agreement by giving Seller
�vritte� notice of sucli election prior to or at the Closing, and thereupon this Agreement shall tenninate,
and all parties hereto or mentioned hereiu shall be relieved and released of all further obligations, claims
and liabilities liereunde�; (b) to waive, prior to or at the Closing, the applicable objection or condition and
proceed to the Closing of the transaction contemplated hereby in accordauce with the remaining.terms
hei�oF, or (c) seek specific pei�formance of Seller's obligation to convey the Land under this Agreement.
Concurrently with the execution of this Agi�eement, Seller and Purchaser, at Purchaser's request, shall
execute a memorandum of this Agreement that Purchaser will be entitled to record in the appropriate reai
property records of Platte County, Missouri, in order to give constructive notice of the existence of this
Agreement.
5.02 Seller's Remedies, If Purchaser wrongfully fails or refuses to perform Purchaser's !
obligations pursuant to this Agreement, Seller not being in material default hereuuder, Seller shall be
entitled, as Seller's sole and exclusive remedy, to termuiate this Agreement by written notice to Purchaser.
ARTICLE VI
MISCELLANEOUS
6.01 Escrow Instructions. Intentionally Omitted.
6.02 Integration. This Agreement constitutes the entire and final expressio� of tl�e agreement
of the parties liereto and supersedes all prior agreements and undersfandings of the parties, either oral or
written. There are no other agreements, oral or written, behveen the parties regarding the Land.
6.03 Modificatiou, 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, wid their respective heirs, personal representatives, successors and assigns.
6
�P:Nocs/1893/015l00661687;i �
WA 3fi64420.1
6.05 Notices. Any notice, communication, request, demand, repty or advice (severally and
collectively referred to as "Notice") in this Agreement required or permitted to be given, made or
accepted must be in writing. Notice may, unless otherwise specifically provided hereiu, be given or
served (a) by depositing the same in a receptacle regularfy maintained and serviced by the United States
Posta( Service, postage pre-paid, registered or certified, and addressed to the pany to be notified, with
return receipt requested, or (b) by delivering the same to such party, or an agent of such party, by
commercial courier. Notice sent by registered or certified mail in the manner hereinabove described shall
be effective on the earlier of the third (3rd) business day after such deposit or tUe actual receipt thereof.
Notice given by commercial courier shall be effective on the date delivared to the other party. For the
purposes of Notice, the addresses of the pa�tias shall, until changed as provided belo�v, be as follows;
Seller: BR Noitl�Point, LLC
Attention: Nathaniel Hagedorn
6300 North Revere, Suite 225
Kansas City, Missouri 64151
Purchaser: The City ofRiverside, Missouri
Attention: Mayor
City Hall
2950 NW Vivion Road
Riverside, MO 64I50
The parties hereto shall have the right from time to time to change their i�espective 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 tan (l0) days' prior written notice to the other party.
6.06 Brokerage Commissions. Each party represents and �varrants that no real estate
brokerage commission fee is payable to any person or entity in connection with the transaction
contemplated hereby, and each party shall indemnify, deFend and hold the other party harmless fi•om and
against tlie payment of any commission or fee to any person or entity claimiug, or alleging to claim, by,
through or under the indemnifying paRy.
6.07 Time. Time is of the essence in all things pertaining to the performauca of this
Agreement.
6.08 Suivival of ObligaHo��s. To the extent necessary to carry ont the terms and provisions
hereof, the terms, couditions, warranties, repi�esentations, obligations and rights set forth herein shall not
be deemed tern�inated at the time of the Closing, nor shatl they merge into the various documents
executed end de(ivered at the time of the Closing, All reprasentations and warranties by Seller in this
Agreement (i) will expire one (1) year after the Closing Date as to matters for whicli Purchaser has not
provided written notice to Saller within such period of time; and (ii) will expire as to all matters specified
in any snch written notice to the extent that such matters are not resolved or made the subject of litigation
institnted prior to the expiration of thi�ee (3) years after the Closing Date.
7
IP:/DOC.J1893/015lOOG6I687;1 }
WA 3684420.1
6.09 APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THE
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
THIS AGREEMENT SHALL LIE, IN PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER
EACH HEREBY WAIVE THE RIGHT TO A TRIpL BY NRY IN ANY PROCEEDING ARISING
OUT OP OR IN CONNECTION WITH THIS AGREEMENT.
6.10 Headings. The headings tliat 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 Terminology. Words of any gender used in this Agreement sliall be held and construed
to include any other gender and words in the singular number shall be held to indude the plural, and vice
versa, unless the contex[ requit�s otherrvise. 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. Tl�e words "include" and "including" shall be deemed to be followed
by the phrase "without fimitallon" unless othenvise qualified.
6.12 Coustruction of Agreement. This Agreement shall not be co�strued more strictly
against one party than against the other merely by virtue of the fact that it may have been prepared by
legal counsal for one of the parties, it being recognized that both Setler and Purchaser have contributed
substantially and materially to the preparation ofUiis Agreement.
6.13 $everability. If any one or more of the provisions of this Agreement, or tlie 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 application valid and enforceable, and the
validity and enforceability of all other provisions of this Agreemeut 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 tivhich together shall constitute ona and the same
instrument.
6.15 FnrUier Acts. In addition to the acts recited in this Agreement to be performed by Seller
and Purchaser, Seller and Purchaser agree to peiform or caase to be pei�'ormed at the Closing or after tha
Closing any and alt such fuither acts as may be reasonably necessary to consummate the h•ansactions
contemplated hereby.
616 Litigwtion. In the event of litigation beriveen the pnrties with raspect to the Land, this
Agreement, the performauce of the obligations 6ereunder or the effect of a termi»ation under this
Ag��ement, tl�e 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 representetives, successors and assigns, and no other person or entity si�all be entitled to
rely hereon, receive any benefit herefrom or enforce against any parry liereto any provision liereof.
8
{P:NpCy1893/015/006G1687;1 }
NA 7684420.1
6.18 Assignment. Purchaser may assign this Agreement and all rights hereunder to an
affiliated entity provided that (i) Purchaser shall remain jointly and severally liable with the assignee for
the obligations contained in this Agreement; (ii) Purchaser, and any assignee by accepting assignment of
Uiis Agreement, expressly agrees to defend and indemnify Seller from any IiHgation arising out of the
assignment; (iii) written notice of the assignment, including the name of tha assignee, is provided to
Seller et three (3) business days prior to Closing,
6�19 Form of Instruments. Except as otherwise provided herein, all instruments to be
furnished heremider shall be prepared in such foim as is reasonably acceptable to the party receiving such
instrument.
6.20 Tenders of Performance. All tenders of performance shal] be made at the Closing and at
or before tha time specified for the Closing.
6.21 Legal Holideys and Business Dnys. If any date herein set forth for the performance of
any obligations by Seller or Purchaser a• for the delivery of any instrument or notice as herein provided
should be on a Saturday, Sunday or legsl holiday, the compliauce with such obligations or delivery shall
be deemed acceptable on the next business day following such Saturday, Sunday or legai holiday. As used
herein, the term "legal holiday" means any federal holiday for which financial institutions or post offices
in Riverside, Missouri are generally closed for obse�vance thereof. As used I�erein, the term "business
day" shall mean a day �vhich is not a Saturday, Sunday br legal holiday.
6.22 Nonwaiver. Except as otherwise specifically provided for hereuuder, no party shall 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 specificaliy provided for hereunder, no delay or omission
by any party in exercising any right shall operate as a waiver of such right or of e��y other right. A waiver
on any one occasion shall not be construed as a bar to, or waiver of, auy right or remedy on any Future
occasion, Except as otherwise provided in Sections 5.01 and 5.02 hereof, all 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 "Effective Date") of this Agreement
shall be the date Niat 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 tentli (IOth) business day (the
"Acceptance Date") following the date set forth below Purchaser's signature hereto, by the execution
hereof by Seller and the delivery of at least two fully-executed counterparts of seme to the Escrow Agent
on or before the Acceptance Date witli ivsh•uctions 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
thereafter null and void.
9
�P:/Docs�1893/015/00661687;1 t
WA 3684420.]
IN WI1'NESS WHEREOF, this Agreement has been duly executed in multiple counterparts (each
of which is to be dee�ned an original for all purposes) by the parties hereto on the respecrive date
appearing below each party's signature to be effective on the Effective Date herein specified.
SELLER
BRNORTHPOINT, LLC,
a Missouri limited liability company
By: c.....,�._ � //'
Nathaniel Haged , anager
Date: l (�`�_�_ p / '�.-
v
PURCHASER
CITY OF RIVERSIDE, MISSOURI
_ By: � �0���.P
Kathleen L. Rose, Mayor
, ! ,. .
�
�,. (SEAL) ,
�Attesh .: ;' '- `
, ;�. �
.Ro.bin Isim•�II, City CI rk
.•..`
10
�P:/Docyl893/DIS/OO6fi16B7;1 )
\YA 3684420.1
Exhibit "A"
Leeal Descrintion of EDWARDS/RIDDLE PROPERI'Y
TRACTI:
All of Lot 3, of Fractional Section 7, Township 50, Range 33, in Riverside, Platte '
Counry, 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, someGmes 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 5outh along the East line of said Lot, sometimes known as the ,
East line of the Northwest Quarter of said fractional section and the Southerly '
prolongation thereof 3199.5 feet to a meander corner on the Northerly 6ank 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 i
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�neasured along t(�e West line of said Lot 3; sometimes
referred to as the West line of the 5outheast Quarter of the Northwest Quarter of
said Section and the Southerly prolongation thereof; thence North along said last
described line 26903 feet to the point of beginning; together with all accretions
thereto but subject to all erosion dierefrom since the aforesaid April, 1969 survey; ;
EXCEPT THEREFROM that part thereof lying East of the following described
line, to-wit: Commencing at a point on the North line of said Lot 3, said point
being 625.43 feet Westerly of the Northeast corner of said Lot 3; thence on a line
e�ctending 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 plat of survey of Anderson Survey Company dated
April 17, 1969, No. 22778; together with all accretions thereto, but subject to all
erosions therefrom since the aforesaid April 1969 survey, except any part in
roads, if any.
ALSO EXCEPT that pazt condenmed 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 a non-exclusive 20 feet in width road�vay
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 h•act 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 Soutli 1/2 of the Northwest 1/4 of Section 7, To�vnship 50,
Range 33, tlie same running to the Missouri River Bank in Platte County,
Missouri, except any part in roads, if any. (Also described as Lol 4 of fractional
Section 7, Township 50, Range 33, Platte County, Missouri.)