HomeMy WebLinkAboutR-2014-006 Purchase Real Property at 4601 NW Gateway Drive RESOLUTION NO. R- 2014 -006
A RESOLUTION AUTHORIZING THE PURCHASE OF REAL PROPERTY LOCATED
AT 4601 NW GATEWAY DRIVE, RIVERSIDE, MISSOURI
BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE,
MISSOURI, AS FOLLOWS:
THAT the Board of Aldermen hereby authorizes and approves the purchase of real
property located at 4601 NW Gateway Drive, Riverside, Missouri, from Riverside Investors,
LLC, in the amount of $425,000; and
FURTHER THAT the Mayor, the City Administrator, the City Attorney and other
appropriate City officials are hereby authorized to take any and all actions as may be deemed
necessary or convenient to carry out and comply with the intent of this Resolution and to execute
and deliver for and on behalf of the City all certificates, instruments, agreements and other
documents, as may be necessary or convenient to perform all matters herein authorized,
including but not limited to the Real Estate Sales Contract and Assignment of Covenant and
Indemnity Agreement.
PASSED AND ADOPTED by the Board of Aldermen and APPROVED by the Mayor
of the City of Riverside, Missouri, the 6th day of February 2014.
Vat-de.&1-u (iKoLCLC_}
n 9
Mayor Kathleen L. Rose
ATTEST:
Robin Littrell, C ty Clerk
REAL ESTATE SALES CONTRACT
This Real Estate Sales Contract ( "Contract ") is made between Riverside Investors, L.L.C., ( "Seller")
and the City of Riverside, Missouri, ( "Buyer "), and is effective as of the 49 day of
2014 (the "Effective Date ").
AGREEMENT
1. PROPERTY: Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the real estate
legally described in Exhibit A attached hereto (the "Land "), together with all buildings and
improvements thereon, including all mechanical systems, fixtures and equipment, heating, ventilating
and air-conditioning equipment, electrical systems and lighting, plumbing equipment and fixtures, floor
coverings, storm windows and doors, screens and awnings, and keys (collectively, the
"Improvements "), all of which is more commonly known as 4601 N.W. Gateway Drive, Riverside,
Missouri (a/k/a the "old Quiktrip Site "). The Land and Improvements are sometimes herein collectively
referred to as the "Property."
2. EXCEPTIONS: Title to the Property shall be subject only to the "Permitted Exceptions" (as
defined in Paragraph 7), and applicable zoning ordinances and laws.
3. PURCHASE PRICE; EARNEST MONEY: The "Purchase Price" is Four Hundred Twenty - Five
Thousand Dollars ($425,000.00), which Buyer agrees to pay in guaranteed funds or cashier's check at
"Closing" (as defined in this Contract), adjusted at Closing for pro - rations, closing costs and other
expenses agreed to in writing by the parties.
4. CLOSING AND POSSESSION DATE(S): Subject to all the provisions of this Contract, the
closing of this Contract (the "Closing ") shall take place at the offices of First Title, Inc. on February 7,
2014 or such other time as the Parties agree (the "Closing Date ") and possession shall be delivered upon
Closing (subject to the other terms and provisions of this Contract, including without limitation the
provisions of Paragraph 22 below). All Closing Costs shall be divided equally between the Seller and
Buyer.
5. EXISTING FINANCING: Seller shall make any payments required on existing mortgages or
deeds of trust until Closing and shall pay the entire amount of any existing mortgages or deeds of trust on
or prior to Closing; it being agreed that no such existing mortgage or deed of trust shall constitute a
Permitted Exception for purposes of this Contract.
6. PROBATIONS: Seller shall pay all real estate taxes levied and assessed against the Property, and
all installments of general and special assessments (if any) for the years prior to the calendar year of
Closing, and all personal property and other taxes payable with respect to property other than real
property and sold with the Property pursuant to this Contract. All such taxes and installments of general
and special assessments becoming due and accruing during the calendar year of Closing shall be prorated
between Seller and Buyer on a per diem basis as of Closing. If the amount of any tax or general and/or
special assessment cannot be ascertained at Closing, pro- ration shall be computed on the amount for the
preceding year's tax or general and/or special assessment. Buyer shall assume and pay all such taxes and
installments of general and special assessments accruing after the Closing.
7. TITLE INSURANCE: Seller shall, at its sole cost and expense, pay for a standard owner's ALTA
title insurance policy insuring marketable fee simple title to the Land in Buyer in the amount of the total
Purchase Price as of the time and date of recording of Seller's General Warranty Deed (the "Deed "),
subject only to Permitted Exceptions. Seller shall, as soon as possible, cause to be furnished to Buyer a
Page 1 of 7
current commitment to issue the title policy together with legible copies of all exception instruments set
forth in Schedule B -II thereof (the "Title Commitment "), to be issued through First Title Inc. (the "Title
Company "). Buyer shall notify Seller in writing of any reasonable objections Buyer has regarding any
matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title
Commitment and to which Buyer does not object within the Title Review Period shall be deemed to be
permitted exceptions to the status of Seller's title (the "Permitted Exceptions "), except as provided in
Paragraph 5. With regard to items to which Buyer does object, Seller shall have ten (10) days after
receipt of Buyer's written notice of objections to cure such objections ( "Title Cure Period "). If Seller
does not cum all such objections by the end of the Title Cure Period (which Seller shall have no
obligation to do), then Buyer shall have the right to terminate this Contract at any time prior to Closing,
unless Seller shall cure all such objections prior to the date of Buyer's termination notice. In the event
Buyer does not elect to terminate this Contract as provided in this Paragraph 7, then Buyer shall be
deemed to have waived such uncured title objections and the same shall constitute Permitted Exceptions
for purposes of this Contract.
8. INSPECTIONS: Seller hereby grants Buyer reasonable access to the Property (including, without
limitation, the building and other improvements located thereon) until Closing (the "Inspection
Period ") for the purpose of inspecting the physical condition of the Property and all improvements
thereon. If any deficiencies or otherwise objectionable conditions are identified during the inspection by
Buyer, then Buyer shall have the right to terminate this Contract by giving Seller written notice of such
election prior to Closing. The provisions of this paragraph shall survive Closing.
9. ENVIRONMENTAL: Seller shall present the Premises in an environmentally clean manner
satisfactory to Buyer in Buyer's sole judgment. At Closing and as a condition of Buyer's obligations
contained herein, Seller agrees to execute an Assignment of Covenant and Indemnity Agreement, dated
September 29, 1999, and represents and warrants to the Buyer that such Covenant and Indemnity
Agreement is in full force and effect and has not otherwise been canceled or terminated.
10. ANTICIPATION: This transaction is completed in anticipation of a Section 1031 "tax deferred"
exchange.
11. REAL ESTATE BROKER: Seller and Buyer each hereby represents and agrees that neither party
has retained any real estate broker(s) in connection with this Contract nor the transaction contemplated
hereunder. Any party to this Contract through whom a claim to any broker's, finder's or other fee is
made, contrary to the representations made above in this paragraph, shall indemnify, defend and hold
harmless the other party to this Contract from any other loss, liability, damage, cost or expense, including
without limitation, reasonable attorney's fees, court costs and other legal expenses paid or incurred by the
other party, that is in any way related to such a claim. The provisions of this paragraph shall survive
Closing or termination of this Contract.
12. DELIVERY OF DEED; PAYMENT; DISBURSEMENT OF PROCEEDS: At or before
Closing, Seller agrees to properly execute and deliver into escrow the General Warranty Deed, the
Assignment of Covenant and Indemnity Agreement, and all other documents and funds necessary to
complete the Closing. The Deed shall convey to Buyer marketable fee simple title to the Property, free
and clear of all liens and encumbrances, other than the Permitted Exceptions. At or before the Closing,
Seller and Buyer each agree to deliver into escrow a cashier's check or guaranteed funds sufficient to
satisfy their respective obligations under this Contract. Seller understands that, unless otherwise agreed,
disbursement of proceeds will not be made until after the Deed, and, if applicable, the mortgage /deed of
trust have been recorded and the Title Company can issue the title policy with only the Permitted
Exceptions.
Page 2 of 7
13. INSURANCE: Seller agrees to maintain or cause to be maintained liability and casualty insurance
to fully insure the Property until Closing.
14. FOREIGN INVESTMENT: Seller represents that Seller is not a foreign person as described in the
Foreign Investment in Real Property Tax Act and agrees to deliver a certificate at Closing to that effect
which shall contain Seller's tax identification number.
15. TERMINATION: If this Contract is terminated by either party pursuant to a right expressly given
in this Contract, neither party shall have any further rights or obligations under this Contract, except as
otherwise expressly stated in this Contract.
16. DEFAULT AND REMEDIES: Seller or Buyer shall be in default under this Contract if either fails
to comply with any material covenant, agreement or obligation within any time limits required by this
Contract. Following a default by either Seller or Buyer under this Contract, the other party may pursue
any remedy and damages available at law or in equity, subject to the provisions of the Paragraph 17 in
this Contract.
17. DISPOSITION OF FUNDS AND DOCUMENTS: The Escrow Agent shall not distribute
escrowed funds or documents, once deposited, without the written consent of all parties to this Contract.
A party's signature on a closing statement prepared by the Escrow or Closing Agent shall constitute such
consent. In the absence of either written consent or written notice of a dispute, failure by either Buyer or
Seller to respond in writing to a certified letter from the Escrow Agent within ten (10) days of receipt, or
failure by either Buyer or Seller to make written demand upon the other party and upon the Escrow
Agent for return or forfeiture of escrowed funds or documents within ten (10) days after receiving written
notice of cancellation of this Contract, shall constitute consent to the distribution of all funds and
documents deposited with the Escrow Agent as suggested in any such certified letter or written demand.
If a dispute arises over the disposition of funds or documents deposited with the Escrow Agent that
results in litigation, any attomey's fees, court costs and other legal expenses incurred by the Escrow
Agent in connection with such dispute shall be reimbursed from funds deposited with the Escrow Agent.
18. ENTIRE AGREEMENT AND MANNER OF MODIFICATION: This Contract, and any
attachments or addenda hereto, constitute the complete agreement of the parties concerning the Property,
supersede all other agreements and may be modified only by initialing changes in this Contract or by
written agreement.
19. NOTICES: All notices, consents, approvals, requests, waivers, objections or other communications
(collectively "notices ") required under this Contract (except notice given pursuant to Paragraph 17 in this
Contract) shall be in writing and shall be served by hand delivery, by prepaid U.S. Postal Service
certified mail, return receipt requested, or by reputable overnight delivery service guaranteeing next -day
delivery and providing a receipt. Notices shall be deemed served and received upon the earlier of the
third day following the date of mailing (in the case of notices mailed by certified mail) or upon delivery
(in all other cases). A party's failure or refusal to accept service of a notice shall constitute delivery of
the notice. All notices shall be addressed to the parties at the respective addresses as set forth below,
except that any party may, by notice in the manner provided above, change this address for all
subsequent notices:
Seller's Notice
Address: Riverside Investors, L.L.C.
Attn:
Page 3 of 7
Buyer's Notice
Address: City of Riverside
Attn: Mike Duffy
2950 N.W. Vivion Road
Riverside, Missouri 64150
20. TIME AND EXACT PERFORMANCE ARE OF THE ESSENCE UNDER THIS
CONTRACT.
21. SELLER'S WARRANTIES AND REPRESENTATIONS: Seller does hereby warrant and
represent to Buyer that: (i) Seller has not engaged in, and to the current actual knowledge of Seller,
without inquiry, Seller has not, prior to the Closing Date, received written notice from any governmental
authority of, any violation of law, ordinance, or regulation affecting any portion of the Property, and (ii)
Seller is not and has never been a "foreign person," as that term is used in Section 1445 of the Internal
Revenue Code of 1986, as amended.
22. CONDITIONS TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligations under this
Agreement are subject to the fulfillment by Seller, or written waiver by Buyer, on or prior to the Closing
Date, of the following conditions:
A. Representations and Warranties. The representations and warranties of
Seller contained in this Agreement will in all material respects be true and correct as of the
Closing Date as if made on and as of the Closing Date, and Seller has performed all
obligations and undertakings, and complied in all material respects with all covenants and
conditions contained in this Agreement which are to be performed or complied with by Seller
on or prior to the Closing Date.
B. Seller's Authority. All actions required by law to have been taken by Seller
for the execution, delivery, and performance of this Agreement will have been taken.
C. No Adverse Changes. Subsequent to the date of this Agreement there will
have been no material adverse changes to the Property.
D. No Litigation. No governmental body or person will have notified Seller or
Buyer in writing of an intention to institute any suit, proceeding, or investigation and no such
suit, proceeding or investigation will be pending which may reasonably be expected to
restrain, prevent, or delay the completion of the transactions anticipated under this
Agreement.
E. No Order or Decree. No order or decree of any court or governmental
body will be in force (including, without limitation, any injunction or temporary restraining
order granted under a complaint filed under federal or state laws), and no complaint of a
governmental body will be pending for the purpose of restraining, or enjoining the
completion of the transactions anticipated under this Agreement.
F. Satisfactory Results of Due Diligence. Buyer has determined that the
condition of title to the Property and the results of all tests, inspections, and examinations on
Page 4 of 7
the Property are satisfactory to Buyer in its sole and absolute discretion in accordance with
the provisions of this Contract.
G. Approval of Documents. The form and substance of any certificates,
instruments, and other documents delivered to, or signed by, Buyer under this Agreement will
be satisfactory in all reasonable respects to Buyer and its counsel.
CAREFULLY READ THE TERMS HEREOF BEFORE SIGNING. WHEN SIGNED BY ALL
PARTIES, THIS DOCUMENT BECOMES PART OF A LEGALLY BINDING CONTRACT. IF
NOT UNDERSTOOD, CONSULT AN ATTORNEY BEFORE SIGNING. THE PARTIES
EXECUTING THIS CONTRACT REPRESENT AND WARRANT THAT THEY ARE
LEGALLY AUTHORIZED TO EXECUTE THIS CONTRACT.
Page 5 of 7
SELLER: RIVERSIDE INVESTORS, L.L.0
BY:
Name:
Title:
Date:
BUYER: CITY OF RIVERSIDE, MISSOURI
By: YV-ta (/� /�O✓
Name: Kathleen L. Rose
Title: Mayor
Date: VAyLai f4 r x o t i{
Page 6 of 7
EXIIIBIT A
LEGAL DESCRIPTION OF LAND
4601 N.W. Gateway Drive, Riverside, Missouri (a/k/a the "old Quiktrip Site ")
To be provided by Seller subject to Buyer's approval
Page 7 of 7
ASSIGNMENT OF COVENANT AND INDEMNITY AGREEMENT
For value received, RIVERSIDE INVESTORS, L.L.C, a Missouri limited liability
company, registered agent: Randall L. Robb, 701 South Woodland, Gladstone, Missouri 64118,
( "assignor "), assigns to the City of Riverside, Missouri ( "assignee "), all of its interest in the
attached Covenant and Indemnity Agreement, subject to all the terms and conditions of such
agreement. This Assignment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. This Assignment shall be govemed by and
construed in accordance with the laws of the State of Missouri.
Riverside Investors, L.L.C. has executed this assignment at , on
, 2014.
ASSIGNOR: RIVERSIDE INVESTORS, L.L.0
By:
Name:
Title:
Date:
ACCEPTANCE OF ASSIGNMENT
The City of Riverside, Missouri accepts the foregoing instrument, subject to all of its terms and
conditions.
ASSIGN E: CITY OF RIVER , MISSOURI
By: a 111.
Na me: Kathleen L. Rose
Title: Mayor
cot
Date: .L�.,L .� i
I`;� s l /
Page 1 of 2
ATTACHMENT
COVENANT AND INDEMNITY AGREEMENT, dated September 29,1999
Page 2 of 2
FROM :TI-E ROBB COMPANIES FAX N8. :816- 453 -6256 Feb. 03 2014 12:29PM P1
Store #4170
COVENANT AND INDEMNITY AQREEMENT
This Covenant and Indemnity Agreement (the "Agreement") is made and entered into effective the
date It is last executed, by QUIKTRIP CORPORATION, an Oklahoma corporation, ("QuikTrip7, in favor of
RIVERSIDE INVESTORS, L.L.C., a Missouri limited liability company, ( "Riverside "), with reference to the
following:
(A) QuikTrip has been the owner of that certain real property located in Riverside,
County, Missouri, as more particularly described in Exhibit "A" attached hereto, together with certain
improvements located on said real property and all appurtenances thereto belonging (collectively, the
"Property "), also known as QuikTrip #170.
(B) A Baseline Environmental Assessment (the "Assessment") has been performed in
conjunction with the sale of the assets on the Property and the Lease thereof. The Underground Storage
Tanks (USTs) have been removed. Such Assessment indicates that monitoring or remedial action may be
required by the Missouri Department of Natural Resources (MDNR). The test results have been submitted
to the MDNR. No action has been required as of this date.
(C) QuikTrip wishes to sell its assets and Lease for QuikTrip #17010 Riverside. Riverside is
agreeable to close such transaction if QuikTrip agrees to perform any monitoring or remedial action as may
be required by MDNR.
NOW, THEREFORE, in consideration of the good and valuable consideration, the sufficiency of
which Is hereby acknowledged, QuikTrip hereby represents, warrants, covenants and agrees as follows:
ONE
QuikTrip hereby covenants and agrees to pursue and attempt to obtain a letter from MDNR
concerning the status of the Property as to any soil and groundwater contamination caused by QuikTrip or
its employees, agents, vendors, customers or invitees, while It was in possession of the Property. If MDNR
requires any monitoring or remedial action for cleanup of the Property, QuikTrip agrees that it will timely
complete all such remedial action or monitoring in a manner satisfactory to all federal, state and focal
governmental and quasi - governmental departments, agencies, boards, bureaus or other instrumentalities
having or claiming jurisdiction over such remedial action and the Property, specifically MDNR, at no
expense to Riverside.
TWO
QuikTrip covenants and agrees to protect, defend, hold harmless and indemnify Riverside from
and against any and all claims, suits, actions, causes of action, judgments, losses, damages and liabilities,
including, but not limited to, attorney fees, costs, and expenses, of any nature whatsoever, whether known
or unknown, and whether foreseeable or unforeseeable, which may at any time arise from, relate to or be
Incurred or suffered by Riverside as a consequence of any act or omission of QuikTrip or its employees,
OTIMiso. Fgnementat141700ov. and Indam.
III 06!10/99
FROM :THE ROBB COMPANIES FAX NO. :316- 453 -6256 Feb. 03 2014 11:07nM P1
agents, vendors, customers or invitees in relation to the Property, while QuikTrip was in possession of the
Property or while performing any monitoring or remedial action as to the Property as required hereunder.
THREE
Riverside hereby grants QuikTrip permission to enter upon the Property to perform those acts
required by MDNR for remediation of any contamination of soil or water or to monitor test wells. Said right
shall remain in effect until no further action is required by MDNR. QuikTrip agrees to use its best efforts to
minimize any interference with other uses of the Property.
FOUR
QuikTrip agrees to provide to Riverside copies of correspondence, memoranda, reports, test
results, analyses and other documents of substance submitted to or received from MDNR.
FIVE
Any contamination in excess of that shown in the Assessment or in addition to that shown in the
Assessment shall be the responsibility of Riverside or its successor, but shall not be the responsibility of
QuikTrip.
SIX
Any reimbursement from the Missouri Petroleum Storage Tank Insurance Fund or otherwise for
QuikTrip's expenses relating to testing, monitoring or remediatlon of the Property shall belong to QuikTrip and be
paid over to QuikTrip upon receipt.
SEVEN
The invalidity of any one or more portions, phrases, clauses, sentences or paragraphs of this Agreement
shall not affect the remaining portions thereof, and this Agreement shall be construed as if such portions,
phrases, clauses, sentences or paragraphs, if any, had not been inserted herein.
EIGHT
This Agreement shall inure to the benefit of Riverside and its respective successors and assigns, and
shall be binding upon QuikTrip and its successors and assigns.
NIf�� EE
Neither this Agreement nor any rights, remedies, recourses or obligations hereunder may be changed,
modified or terminated, except by an Instrument In writing signed by QuikTdp and Riverside.
OTiMisc. Aoreernemeir4170 Gov. and Indern. 2
m oenovse
FROM :THE ROBB COMPANIES FAX NO. :816 -453 -6256 Feb. 03 2014 11:07AM P2
TEN
This Agreement shall survive the Contract closing.
ELEVEN
This Agreement shall be construed under the laws of the State of Missouri.
IN WITNESS WHEREOF, this instrument is executed by the parties effective as of the date it is last
executed as shown below.
t]uIKTRIP ��4�///°i ION
A ' Howerton
Vi.:•:
IF (Date)
RIVERSIDE NVESTORS, L.L.C.
By: , . [/
William G. Hershewe
Manager . 17/9/"
QT/Misc. Agreements/94170 Gov. and Indem. 3
9r 06/10/99
REAL ESTATE SALES CONTRACT
This Real Estate Sales Contract ( "Contract ") is made between Riverside Investors, L.L.C., ( "Seller ")
and the City of Riverside, Missouri, ( "Buyer "), and is effective as of the day of
2014 (the "Effective Date ").
AGREEMENT
1. PROPERTY: Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the real estate
legally described in Exhibit A attached hereto (the "Land "), together with all buildings and
improvements thereon, including all mechanical systems, fixtures and equipment, heating, ventilating
and air - conditioning equipment, electrical systems and lighting, plumbing equipment and fixtures, floor
coverings, storm windows and doors, screens and awnings, and keys (collectively, the
"Improvements "), all of which is more commonly known as 4601 N.W. Gateway Drive, Riverside,
Missouri (a/k/a the "old Quiktrip Site "). The Land and Improvements are sometimes herein collectively
referred to as the "Property."
2. EXCEPTIONS: Title to the Property shall be subject only to the "Permitted Exceptions" (as
defined in Paragraph 7), and applicable zoning ordinances and laws.
3. PURCHASE PRICE; EARNEST MONEY: The "Purchase Price" is Four Hundred Twenty - Five
Thousand Dollars ($425,000.00), which Buyer agrees to pay in guaranteed funds or cashier's check at
"Closing" (as defined in this Contract), adjusted at Closing for pro-rations, closing costs and other
expenses agreed to in writing by the parties.
4. CLOSING AND POSSESSION DATE(S): Subject to all the provisions of this Contract, the
closing of this Contract (the "Closing ") shall take place at the offices of First Title, Inc. on February 7,
2014 or such other time as the Parties agree (the "Closing Date ") and possession shall be delivered upon
Closing (subject to the other terms and provisions of this Contract, including without limitation the
provisions of Paragraph 22 below). All Closing Costs shall be divided equally between the Seller and
Buyer.
5. EXISTING FINANCING: Seller shall make any payments required on existing mortgages or
deeds of trust until Closing and shall pay the entire amount of any existing mortgages or deeds of trust on
or prior to Closing; it being agreed that no such existing mortgage or deed of trust shall constitute a
Permitted Exception for purposes of this Contract.
6. PRORATIONS: Seller shall pay all real estate taxes levied and assessed against the Property, and
all installments of general and special assessments (if any) for the years prior to the calendar year of
Closing, and all personal property and other taxes payable with respect to property other than real
property and sold with the Property pursuant to this Contract. All such taxes and installments of general
and special assessments becoming due and accruing during the calendar year of Closing shall be prorated
between Seller and Buyer on a per diem basis as of Closing. If the amount of any tax or general and/or
special assessment cannot be ascertained at Closing, pro-ration shall be computed on the amount for the
preceding year's tax or general and/or special assessment. Buyer shall assume and pay all such taxes and
installments of general and special assessments accruing after the Closing.
7. TITLE INSURANCE: Seller shall, at its sole cost and expense, pay for a standard owner's ALTA
title insurance policy insuring marketable fee simple title to the Land in Buyer in the amount of the total
Purchase Price as of the time and date of recording of Seller's General Warranty Deed (the "Deed "),
subject only to Permitted Exceptions. Seller shall, as soon as possible, cause to be furnished to Buyer a
Page 1 of 7
current commitment to issue the title policy together with legible copies of all exception instruments set
forth in Schedule B -II thereof (the "Title Commitment "), to be issued through First Title Inc. (the "Title
Company "). Buyer shall notify Seller in writing of any reasonable objections Buyer has regarding any
matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title
Commitment and to which Buyer does not object within the Title Review Period shall be deemed to be
permitted exceptions to the status of Seller's title (the "Permitted Exceptions "), except as provided in
Paragraph 5. With regard to items to which Buyer does object, Seller shall have ten (10) days after
receipt of Buyer's written notice of objections to cure such objections ( "Title Cure Period "). If Seller
does not cure all such objections by the end of the Title Cure Period (which Seller shall have no
obligation to do), then Buyer shall have the right to terminate this Contract at any time prior to Closing,
unless Seller shall cure all such objections prior to the date of Buyer's termination notice. In the event
Buyer does not elect to terminate this Contract as provided in this Paragraph 7, then Buyer shall be
deemed to have waived such uncured title objections and the same shall constitute Permitted Exceptions
for purposes of this Contract.
8. INSPECTIONS: Seller hereby grants Buyer reasonable access to the Property (including, without
limitation, the building and other improvements located thereon) until Closing (the "Inspection
Period ") for the purpose of inspecting the physical condition of the Property and all improvements
thereon. If any deficiencies or otherwise objectionable conditions are identified during the inspection by
Buyer, then Buyer shall have the right to terminate this Contract by giving Seller written notice of such
election prior to Closing. The provisions of this paragraph shall survive Closing.
9. ENVIRONMENTAL: Seller shall present the Premises in an environmentally clean manner
satisfactory to Buyer in Buyer's sole judgment. At Closing and as a condition of Buyer's obligations
contained herein, Seller agrees to execute an Assignment of Covenant and Indemnity Agreement, dated
September 29, 1999, and represents and warrants to the Buyer that such Covenant and Indemnity
Agreement is in full force and effect and has not otherwise been canceled or terminated.
10. ANTICIPATION: This transaction is completed in anticipation of a Section 1031 `tax deferred"
exchange.
11. REAL ESTATE BROKER: Seller and Buyer each hereby represents and agrees that neither party
has retained any real estate broker(s) in connection with this Contract nor the transaction contemplated
hereunder. Any party to this Contract through whom a claim to any broker's, finder's or other fee is
made, contrary to the representations made above in this paragraph, shall indemnify, defend and hold
harmless the other party to this Contract from any other Toss, liability, damage, cost or expense, including
without limitation, reasonable attorney's fees, court costs and other legal expenses paid or incurred by the
other party, that is in any way related to such a claim. The provisions of this paragraph shall survive
Closing or termination of this Contract.
12. DELIVERY OF DEED; PAYMENT; DISBURSEMENT OF PROCEEDS: At or before
Closing, Seller agrees to properly execute and deliver into escrow the General Warranty Deed, the
Assignment of Covenant and Indemnity Agreement, and all other documents and funds necessary to
complete the Closing. The Deed shall convey to Buyer marketable fee simple title to the Property, free
and clear of all liens and encumbrances, other than the Permitted Exceptions. At or before the Closing,
Seller and Buyer each agree to deliver into escrow a cashier's check or guaranteed funds sufficient to
satisfy their respective obligations under this Contract. Seller understands that, unless otherwise agreed,
disbursement of proceeds will not be made until after the Deed, and, if applicable, the mortgage /deed of
trust have been recorded and the Title Company can issue the title policy with only the Permitted
Exceptions.
Page 2 of 7
13. INSURANCE: Seller agrees to maintain or cause to be maintained liability and casualty insurance
to fully insure the Property until Closing.
14. FOREIGN INVESTMENT: Seller represents that Seller is not a foreign person as described in the
Foreign Investment in Real Property Tax Act and agrees to deliver a certificate at Closing to that effect
which shall contain Seller's tax identification number.
15. TERMINATION: If this Contract is terminated by either party pursuant to a right expressly given
in this Contract, neither party shall have any further rights or obligations under this Contract, except as
otherwise expressly stated in this Contract.
16. DEFAULT AND REMEDIES: Seller or Buyer shall be in default under this Contract if either fails
to comply with any material covenant, agreement or obligation within any time limits required by this
Contract. Following a default by either Seller or Buyer under this Contract, the other party may pursue
any remedy and damages available at law or in equity, subject to the provisions of the Paragraph 17 in
this Contract.
17. DISPOSITION OF FUNDS AND DOCUMENTS: The Escrow Agent shall not distribute
escrowed funds or documents, once deposited, without the written consent of all parties to this Contract.
A party's signature on a closing statement prepared by the Escrow or Closing Agent shall constitute such
consent. In the absence of either written consent or written notice of a dispute, failure by either Buyer or
Seller to respond in writing to a certified letter from the Escrow Agent within ten (10) days of receipt, or
failure by either Buyer or Seller to make written demand upon the other party and upon the Escrow
Agent for return or forfeiture of escrowed funds or documents within ten (10) days after receiving written
notice of cancellation of this Contract, shall constitute consent to the distribution of all funds and
documents deposited with the Escrow Agent as suggested in any such certified letter or written demand.
If a dispute arises over the disposition of funds or documents deposited with the Escrow Agent that
results in litigation, any attomey's fees, court costs and other legal expenses incurred by the Escrow
Agent in connection with such dispute shall be reimbursed from funds deposited with the Escrow Agent.
18. ENTIRE AGREEMENT AND MANNER OF MODIFICATION: This Contract, and any
attachments or addenda hereto, constitute the complete agreement of the parties concerning the Property,
supersede all other agreements and may be modified only by initialing changes in this Contract or by
written agreement.
19. NOTICES: All notices, consents, approvals, requests, waivers, objections or other communications
(collectively "notices ") required under this Contract (except notice given pursuant to Paragraph 17 in this
Contract) shall be in writing and shall be served by hand delivery, by prepaid U.S. Postal Service
certified mail, return receipt requested, or by reputable overnight delivery service guaranteeing next -day
delivery and providing a receipt. Notices shall be deemed served and received upon the earlier of the
third day following the date of mailing (in the case of notices mailed by certified mail) or upon delivery
(in all other cases). A party's failure or refusal to accept service of a notice shall constitute delivery of
the notice. All notices shall be addressed to the parties at the respective addresses as set forth below,
except that any party may, by notice in the manner provided above, change this address for all
subsequent notices:
Seller's Notice
Address: Riverside Investors, L.L.C.
Attn:
Page 3 of 7
Buyer's Notice
Address: City of Riverside
Attn: Mike Duffy
2950 N.W. Vivion Road
Riverside, Missouri 64150
20. TIME AND EXACT PERFORMANCE ARE OF THE ESSENCE UNDER THIS
CONTRACT.
21. SELLER'S WARRANTIES AND REPRESENTATIONS: Seller does hereby warrant and
represent to Buyer that: (i) Seller has not engaged in, and to the current actual knowledge of Seller,
without inquiry, Seller has not, prior to the Closing Date, received written notice from any governmental
authority of, any violation of law, ordinance, or regulation affecting any portion of the Property, and (ii)
Seller is not and has never been a "foreign person," as that term is used in Section 1445 of the Internal
Revenue Code of 1986, as amended.
22. CONDITIONS TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligations under this
Agreement are subject to the fulfillment by Seller, or written waiver by Buyer, on or prior to the Closing
Date, of the following conditions:
A. Representations and Warranties. The representations and warranties of
Seller contained in this Agreement will in all material respects be true and correct as of the
Closing Date as if made on and as of the Closing Date, and Seller has performed all
obligations and undertakings, and complied in all material respects with all covenants and
conditions contained in this Agreement which are to be performed or complied with by Seller
on or prior to the Closing Date.
B. Seller's Authority. All actions required by law to have been taken by Seller
for the execution, delivery, and performance of this Agreement will have been taken.
C. No Adverse Changes. Subsequent to the date of this Agreement there will
have been no material adverse changes to the Property.
D. No Litigation. No governmental body or person will have notified Seller or
Buyer in writing of an intention to institute any suit, proceeding, or investigation and no such
suit, proceeding or investigation will be pending which may reasonably be expected to
restrain, prevent, or delay the completion of the transactions anticipated under this
Agreement.
E. No Order or Decree. No order or decree of any court or governmental
body will be in force (including, without limitation, any injunction or temporary restraining
order granted under a complaint filed under federal or state laws), and no complaint of a
governmental body will be pending for the purpose of restraining, or enjoining the
completion of the transactions anticipated under this Agreement.
F. Satisfactory Results of Due Diligence. Buyer has determined that the
condition of title to the Property and the results of all tests, inspections, and examinations on
Page 4 of 7
the Property are satisfactory to Buyer in its sole and absolute discretion in accordance with
the provisions of this Contract.
G. Approval of Documents. The form and substance of any certificates,
instruments, and other documents delivered to, or signed by, Buyer under this Agreement will
be satisfactory in all reasonable respects to Buyer and its counsel.
CAREFULLY READ THE TERMS HEREOF BEFORE SIGNING. WHEN SIGNED BY ALL
PARTIES, THIS DOCUMENT BECOMES PART OF A LEGALLY BINDING CONTRACT. IF
NOT UNDERSTOOD, CONSULT AN ATTORNEY BEFORE SIGNING. THE PARTIES
EXECUTING THIS CONTRACT REPRESENT AND WARRANT THAT THEY ARE
LEGALLY AUTHORIZED TO EXECUTE THIS CONTRACT.
Page 5 of 7
SELLER: RIVERSIDE INVESTORS, L.L.0
By:
Name:
Title:
Date:
BUYER: CITY OF RIVERSIDE, MISSOURI
By:
Name: Kathleen L. Rose
Title: Mayor
Date:
Page 6 of 7
EXHIBIT A
LEGAL DESCRIPTION OF LAND
4601 N.W. Gateway Drive, Riverside, Missouri (a/Ida the "old Quiktrip Site ")
To be provided by Seller subject to Buyer 's approval.
Page 7 of 7
2/7/14 9:37 AM OMB No. 2502 -0265
A. U.S. Department of Housing B. Type of Loan
d and Urban Development 1. j 1 FHA 2. ( 1 RHS 3. [ [Cony Limns
t .
f 1 t
a 4 [ I VA 5. [ Cont. Ins .
x FINAL 6. File Number 7. Loan Number
F P11 I 201401010
Settlement Statement 8. Mortgage ms. Case No.
C. Note: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shoym
Items marked ( "POC ") were paid outside the closing: they are shown here for information purposes and are not included in the totals.
D. Name of Borrower: CITY OF RIVERSIDE
E. Name of Seler: RIVERSIDE INVESTORS. LLC
F. Name of Lender:
0. Properly Location: Lot 1, 4-50-33 AND ROSE VALLEY
H. Settlement Agent: FIRST TITLE, INC. (816) 455-7070 TIN: 431509008
Place of Settlement:
I. Settlement Date: 2/7/2014 Proration Date: 2/72014
J. Summary of Borrower's Transaction - K. Summary of Sefter's Transaction
100. 0rasSAmaMM Dile ftbm 400. Gibes Amotst Due teselter;
101. Contract sales price 425000.00 401. Contract sales price
102. Personal property 402. Personal property
103. Settlement charges to borrower (One 1400) 33000 403.
104. 404.
105. 405.
A4s 00114 r ltensps4b1 salrr inaavence AyuslmarKs for ltems paid by setter inatanbe
106. Cityfown taxes 406. City/town taxes
107. County taxes 407. County taxes
108. Assessments 408. Assessments
109. 409.
110. 410.
111. 411.
112. 412.
120. Gross Amount Due from Borrower: 425,330. 42D. Gross Amount Due to Seller
200 AmOINIS Pad by or m BOW of Borrover 500 Redjofiof in AmotMrDUe to Seller
201. Deposit or earnest money 501. Excess deposit (see instructions)
202. Principal amount of new loan(s) 502. Settlement charges to seller (Inc 1400)
203. Extsling bents) taken subject to 503. Existing loan(s) taken subject to
204. 504. Payoff of first mortgage loan
205. 505. Payoff of second mortgage loan
206. 506.
207. 507.
208. 508.
209. 509. 2013 Past Due taxes
AMMIRepf$ for UWeatd bysaler „ ; Mustma4s for lotus bmpald by steer
210. CityRown taxes 510. City4own taxes
211. Carly taxes 1/12014 to 2/72014 403.68 511. County taxes 1/1/2014 to 2/72014
212. Assessments 512. Assessments
213. 513.
214. 514.
215. 515.
216. 516.
217. 517.
218. 518.
219. 519.
220. Total Paid by/for Borrower 403 520. Total Reduction Amount Due Seller:
300. . Cast MS,spbmentfrootO:Borrower 6W Cash eEStakmantiearom Voter: _
301. Gross amount due from borrower (line 120) 425,330. 601. Gross amount due to seller (ine 420)
302. Less amount paid by/for borrower One 220) 403.68 602. Less total reduction in amount We seller(fne 520)
303. CASH (X)FROM ()TO BORROWER 424 603. CASH ()FROM (X)TO SELLER
SUBSTITUTE FORM 1090 SELLER STATEMENT - The Information contained in Blocks E, 0,14 and r and on line 401 (or, if line 401 is asterisked, lines403 and 404), 406, 407 and 405412
( applceble part of buyer's red estate tea reportable b the IRS) is important tax information and is heing furnished to irk Internal Revenue Service. If you are required to file a realm. a negligence
penalty or Other sanction wit be imposed on you if this item is requred to be reported end Me IRS determines that 4 has not been reported
SELLER INSTRUCTION • If mitt real estate was your Nimrod residence, file form 2119. Sale or Exchange of Principal Residence, for any gab, with your income tax term; for other
transactions complete are applicable park of form 4797, Form 6252 and/or Schedule 0 (Form 1040)
You are required bylawto provide FIRST TITLE, INC. (818) 455 with your correct taxpayer identification number
If you do not provide FIRST TITLE. INC. 1818)455 -7070 with your correct taxpayer identficeton number, you may be subject to civi or criminal penalties
RIVERSIDE INVESTORS. LLC
The Public Repelling Burden for this collection of information is ennma ed at 35 minutes per response for collecting, reviewing, and repoutng the dale. This agency may
not collectthis information, and you we not required to complete Nis form. unless 4 displays a currently valid OMB control number. No confidentiality is assured; this
disclosure is mandatory. This is designed to provide the parties to a RESPA covered transaction with information during the senlament process
L. Set116ment Charges 2/7714937AM File Number 201401010
700. Total Real Estate Broker Fees Paid Fran Paid From
Division of commission One 700) as follows. Borrower's Sellers
701_ $ Funds at Funds el
702 $ Sentiment Settlement
703. Commission paid at settlement 0.00
704.
705.
800. aems Payable al ConnecOon. With Loan
801. Our origination charge ! x GEEal
802. Yoer treat a charge tpohts) forspecilic lmenst Mechosen o-:om ^r =e2'.
803. Your adjusted origination charges trn, Al 000
804. Appraisal fee �bo�GEEef�
805. Credit report
806. Tax service I000 Aht!
807. Flood cedification d.�. aEesi
808.
809.
810.
811.
812.
900.. tens Regdredby Lehdeftb Be Pa(d In Advance
901. Daily interest charges , cEeno
902. Mortgage insurance premium
903. Homeowners insurance
904.
905.
1000. Reservenpapasihdwdntabs
1001. Initial deposit for your escrow account 0.00
1002. Homeowners insurance
1003. Mortgage insurance
1004. City property taxes
1005. County property taxes
1006. Annual Assessments (meint .)
1007.
1008.
1009. Aggregate Adjustment
1100. Title Cnergba
flat. Tale ser4ees tine leneera title insuanee Ircen srEU 000
1102. Settlement or closing fee to FIRST TITLE, I 30000
1103. Owners title insurance to FIRST TITLE. INC. i r cares, 0.00
1104. Lenders title insurance
1105. Lenders title policy limit
1106. Owners title policy limit $425,000
1107. Agent's portion of the total title insurance premium $105 82
1108. Underonters portion of the total tine Insurance premium 8180.18
1109. Agent Name: FIRST TITLE, INC.
1110. Underwater Name First American Tithe Insurance Company
1111. Search fee to FIRST TITLE. INC.
1112.
1113. Wire fee to FIRST TITLE. INC.
1 200. Gevennje4t Recdtdng and Transfer Charges
1201. Govemment recording charges froox *E_*" 0.00
1202. DeediModgege/Releese Deed 530 00 30.00
1203. Transfer taxes woo cf E.a. 0 00
1204. City/County tax/stamps
1205. State tax/stamps
1206.
1300. Addhonal Settlemerk Clwrges
1301. Required services that you can shop for m:m GFhe6 0.00
1302.
1303.
1304.
1305.
1400. Total settlement charges (entered on limes 103, section J and 502. section K) 330 00
cERTnruCATIGN: I have carefully reviewed the W0.1 Settlement Statement and to the best of my knovdedge and belief, N is a true and accurate statement of all receipts
and disb(samaras made on by this transaction. I NMerceMly that l have received a copy of HUDl Sememem Statement.
CITY OF RIVERSIDE RIVERSIDE INVESTORS, LLC
To the best of my knowledge, the HUM Settlement Statement which I have prepared is a true and accurate account of the funds which were received and have been or will be
disbursed by the undersigned as pen of the settlement of this transaction.
FIRST TITLE, INC. Date
SELLER'S AND/OR BORROWER'S STATEMENT S and Barnionfis signature hereon aa fns 01^,1190300 I in las OmrahOns .End riff M000 finderstandima Mal Pora0009 mem based nnlasckr
the preceding Year or art Me51pn 1100 rent year -d in the me : 0( 'Macy, for the l yea'.oli naseScary ada0Ne00 must be made 00Mrz • Seller and 600000nrcaxnse any menamit dniirmtmin maim
mu be reimbursed to T'0800mpany [is the Senar
Tine Compac 00 ItY fiapalfity asESrrpo Alart is and has been annormed 0, dereet 11n 0 I1 ;transaction in any financial osfi aten vtelher m Idrzr ml Such t cal snthrtcm ;
Cro -de Title Company Mpany ea mputeraccoi.Mno and a [ e mrnty Or nth aseparde etlny nh r I amlakn mm n
ME' Company. r. il ma enym. arNWn rnet* and prone compensabor
Ineret0e and retain any pct No ner000;m An , r. may
Any orr 1 n amnrstmo in nail mly bob ',cling and a computers
s held. by al f not
1000 l resaaa OOU
s a T senices
Title 'Company conSen de not of M ees Cr r. any 'Merges on Me earnest d has or ham outer
Brno dray t 0 rr0O 061 an to the 00001 00 0 and M1N]a0m5 sM ECnO COMpabv ➢yaoroMa]ge aand an311 benefits fir nd acOwm9nayrn financial o 01 0 0
0000n0!' naCmipana n0 nnriAl i 010 Or0 by Million 0 oa0n Men 0 0010
a me1100 by Pie TnCpm1an
The 5aM0mie5 or any
and a The SeWamerd ng n oo rut �anc)Tainmp , . i5 alM1nal35 may honn 5arn Ta011�:n5 0y 0 0 An a nrtunta a 5a
i il0 _
6aT HWE -leal Agent not v eer :al ma 3L0 p Ia Estimate i]Or s.ryMy 1t em,' mnpon Wp11.3 0 n r.tpoo 11,. ilo-e
ap0aam ry 9 tl s such matters
5lnrzm30tl pad , .nm(d �rn.t ,MO Faith IGFE0 m00k�0.i Cna and an as_ aril nt. ame nn C.. rc ms +#1mn1lrgN an to env
ma embrs
�mevama5 narsre d he aro.. sentanyab reyaryteObat re. an; s terein ar naaa amem .,one ant .;. -. Title Ccinpany an n3 raiw
Puc as a rs Sellers
o FRIV RSI �,�
F RI RSIDE RIVERSIDE INVESTORS, LLC
WARNING: It Is a crime to knowingly make false statements to the United Gates on this or any other similar form. Penalties upon conviction can include a fine and
imprisonment. For details see: Tie IS: U.S. Code Section 1001 and Section 1010.
POC(B) represents paid outside of closing by borrower, POC(S) represents paid outside of closing by the seller. POC(L) represents paid outside of closing by lender.
and POC(M) represents paid outside of closing by mortgage broker.
FIRST TITLE, INC.
6000 NORTH OAK TRAFFICWAY STE 302
GLADSTONE MO 64118
PHONE NO. 816 -455 -7070
File Number: 201401010
Property Address: 4601 Gateway Dr
The parties to this transaction acknowledge herewith, that they understand that the
amount of real property taxes on the subject property cannot be ascertained for the year
2014. They further understand that no specific levy or rate increases has been
established by the taxing authorities. The parties agree to the use of the 2013 real
property tax amount for purposes of proration, and establishment of escrow account if
required, in the closing of the transaction.
The parties further agree, in consideration of the closing of this transaction for the sale
of real property, to hold FIRST TITLE, INC. and their respective employees and agents
harmless for any loss which any part may suffer because of the use of such prior year
tax amount in the calculation of tax prorations or escrow accounts appearing on the
closing statement, and all agree to indemnify FIRST TITLE, INC. and their employees
and agent on the above transaction, for any loss which may arise therefrom.
Seller Date Seller Date
1 ,4 fpa ,, ))(72.6(c2.1 1.. LLnn// �-f
Buyer Date Buyer Date
In connection with the closing of the subject loan on the above referenced property, it is
hereby agreed and understood between the said parties that if any errors have been
made in the computation of the settlement statement, whether in mathematics or by
reason of omission, said errors will be corrected and adjusted by the buyer(s) and
seller(s) as soon as they are discovered.
Seller Date Seller Date
4 '
uyer Date Buyer Date
WAIVER OF CLOSING PROTECTION
To: First Title, Inc.
In Re: (Transaction Identified):
A closing protection letter protects a buyer, lender or seller against losses
because of the following acts of the title insurer's named issuing title agency
or agent:
a) Acts of theft of settlement funds or fraud with regard to settlement
funds; and
b) Failure to comply with written closing instructions by the proposed
insured when agreed to by the title agency or title agent relating to
title insurance coverage.
This is to certify that despite the availability of protection against the above
matters in exchange for a fee of $25, I hereby waive my right to receive a
closing protection letter on the transaction identified above and understand
that no title insurer is providing any protection to me for closing and
settlement funds received by its policy issuing agency or agent or for losses
resulting from the failure to follow my written instructions.
By: t Lee A 6C.ea..t_.
PURCI-IASER/S�I�L,) R Name
BY: eaa t k / p 0 4.3X a0.1-
PURCHASER/SELLER Name
Date: 4/0 9