HomeMy WebLinkAbout1304 Amend Agreement for Purchase and Sale GSBR Associates BlLL NO. 2Q14-031 QRC?INANGE NQ. 1.av t
AN 4RDINANCE AUTHORIZING THE EXECUTION AND DELIVERY OF AN AMENDMENT
Td AGREEMENT OF PURCHASE ARID SALE SETWEEN THE ClTY dF RIVERSIDE,
MISSOURI AND GSBft ASSOCIATES, L�C
WFiEREAS, by and through Ordinance Na. 1224 passed and approved by a majority af
the Board of Aldermen and approved by the Mayor of the City of Riverside, Missouri ("City") on
June 18, 2d13, the Baard authorized the City to enter into an Agreement of Purchase and Saie
("AgreemenY') with GBBR Associates, LL,G, a Missouri limited liability compa�y {"GBBft"},
related ta the purchase and sale of approximately 14 acres of land located in the City of
Riverside, Missouri (fhe "Property"}; and
WHEREAS, the Agreement was executed by the City on June 20, 2013 and by GSBR
on June 26, 2Q13; and
WHEREAS, GSBR and the City have extended the Feasibility Period, the due Diligence
Period, and the Closing Date under the Agreement; and
WHEREAS, subsequent to the execution of the Agreement, GSBR hired an
environmental consulting firm to perform a Phase I environmental site assessment of the
Property; and
WHEREAS, GSBR has notified the City that additional environmental investigations on
the Property is necessary; and
WHEREAS, GSBR and the City desire to amend the Agreement pursuant to the
amendment ettached hereto as Exhibit A and incorporated herein {the "AmendmenY') to
provide for: 1) a further extension of the Feasibility Period, the Due Diligence Period, and the
Ciosing Date; and 2} an agreement as to the scope and requirements for additional
environmental investigation and assessment not to exceed Twenty-five Thausand Dollars
($25,000.00) and for the payment af same; and
WHEREAS, the Board of Aldermen find it to be in the best interests of the City in order
to further the objectives of industrial and economic development of the City, and the terms and
conditions of the Agreement, as well as in furtherance of the objective ko protect the health,
safety, and welfare of the businesses and citizens of the City, to enter into and deliver the
Amendment as set forth herein.
NOW THEREFORE, BE IT ORDAINEd BY THE BOARD OF ALDERMEN OF THE
CiTY OP RIVERSIQE, MISSQURi, AS FO�LOWB:
Section 1. AMENDMENT APPROVED. in order to further the abjectives of
industrial and economic development of the City, and the terms and conditions of the
Agreement, as well as in furtherance of the objective to pro#ect the health, safety, and welfare of
the businesses and citizens of the City, the Amendment attached hereto as Exhibit A and
incorporated herein is hereby approved.
w<>>oae«ts.�
Section 2. AUTHORITY GRANTED. The City hereby authorizes the Mayor of the
City to execute and deliver the Amendment, consistent with the terms of this Ordinance and
Missouri law, and hereby authorizes the Mayor, the City Administrator, Special Counsel to the
City and other appropriate City officials to take any and all actions as may be deemed
necessary or convenient to carry out and comply with the intent of this Ordinance 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.
Section 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect from
and after its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only, PASSED AND
APPROVED by a majority of the Board of Aldermen and PPROVED by the Mayor of the City
of Riverside, Missouri, this 15`" day of April, 2014.
Ka leen L. Rose, M or
ATTEST: '
�� ��-��p
Ro6in Liitrell, City lerk - '
Approved as to form:
�. �
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Spenc� ane Britt & Browne LLP
Spec�ial ��unsel to the City
By JbeBednar
2 wn;oaeois i
EXHIBIT A
AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
3 u:a aoaeo�s.i
AMENDMENT T4 AGREF.MENT OF PURCHASE AND SALE
THIS AMENDMENT TO AGREEMENT UF PURCHASE AND SALE (this
"Amendment") is entered into and effective as of April:�, 2Qi4, by and between THE
CITY OF RNERSIDE, MISSOURI ("Seller'") and GSBR ASSC7CIATES, LLC, a
Missouri limited liability company ("�Furchasur°'} for Yhe purposes and c�ansideration
hcrein expressed.
WITN`ESSETH:
WHEREAS, PLuchaser and Seller have previiausly entered into that certain
Agreemznt af Puzchase and Sate dated as of 7une 2b, 2013 {the "�.greement"} for the
purchase and sale of approximately fouReen (14) acres of land in the City of Riverside,
Missouri;
WHEREAS, Purchaser and Seller have extended the Feasibility Period, the Due
Diligence Period, and the Closing Date uncier the Agreement pursuant to written
cc�mmunicatians between The parties;
WHEREAS, subsequent to execution of the Agreement, Purchascr hired an
environmental cansulting firm ta perfarm a Fhase I environmentai site assesstnent on the
Land;
WHEREAS, Purchaser has notified Seiler, and Selier agrees, that additianai
environmental investigations or1 tha Land, as set forth in Exhibit A attached her�to and
made a part hereof, are necessary in order to determine what if any additionaI monitoring
or remediatian needs to be done prior ta a Certificate af Gompletion being issued as
determined by the Missouri Departmenf of N'atural Resources ("MDNR"); and
WHEREAS, Purchaser and Seller desire to amend the Agreement to pravide f'or:
I) a further extension af the Feasibility Period, Yhe Due Diligenc� Period, and the Closing
Date; and 2) an agreement as to tl�e scope and requirements for the additional
environmentat assessn2ent and for the payment of same.
Nt3W, THEREFORE, for and in consideration of the premises and other gaod and
valuabie consideration. th� reeeipt at7d suffieiency af which are llereby acknou�led�ed,
Seller and Purchaser hereby agree as follows:
1. Exiensions of Deadlines. The parties agree that the Feasib'rlity Period, the
Due Diligenc� Period, and the Clasing Date are hereby extended as fc�llc�ws:
Phase: Extended Ueadline:
Feasibility Period July 11, 2d14
Due Diligence Period August 31, 2014
Page 1
44534&0�
Closing Date Thir[y (30) days foliowing cc>mgletion af the
Due Diligence Period
2. Enviranmental Assessment. Seiler shall cause the additianal
environmental assessment to be perforrned in accordance with the Scope of Work tllat
when agreed upon by the Seller and the Puxchaser shalt be attached hereto as Exhibit A
4znd ia accordance bvith appiicabte ASTM Standard Praciiees at Seller's sole cost and
expense so that the Seller and Purchaser can determina whether or not rernediation or
monitoring is needed prior to a CertiFicate of Completian being issued to the Sellcr.
3. Conflicts. Except as herein modified, tha Agr�ement is hereby confirmed
as be'rng in full force and effect without default on the part of either Setler or Purchaser.
In the event af any conflict between th� terms and pravisions of the Agreement and this
Ainendment, the terms and provisians of this Amendment shall gcavern.
4. Defrned Terms. Terms nvt otherwise defined herein shall have the
meanings given to them in the Agreement.
5. Counterparts. This Amendrnent may be executed in any number of
counterparts, each of which shall be deemzd to be an original and all of which shall
canstitute one amendment. To facilitate execution of this Amendment, the parties may
execute and exchangc by telephc>ne facsimile or electronic e-mail, eaunterparts Qf
signature pages.
�Remaindcr of Pa�e Intentionally Le{t Blank—Signature Page to FollowJ
Page 3
445308Q.Z
[N WITNF,SS WHEREOF, the undersigned have executed this Amendment to
Agreement of Purchase and Sale the day and yeaz first above written.
PURCHASER:
GSBR ASSOCIATES, LLC
sy; �--- � , �ti�
Name: Irwin E. Blond
Title: Manager
SELLER:
THE CITY OF RIVERSIDE, MISSOURI
By:
Name: Kathleen L. Rose
Title: Mayor
ESCROW AGENT RECEIPTS
The undersigned Escrow Agent acknowledges receipt of this Amendment and
agrees to administer the Agreement as the same has been modified by this Amendment.
ASSURED QUALITY TITLE COMPANY
By:
Name: Don Rodgers
Title: Commercial Escrow Officer
Date:
Page 3
4953080.2
IN WITNESS WHEREOF, the undersigned have executed this Amendment to
Agreement of Purchase and Sale the day and year first above written.
PURCHASER:
GSBR ASSOCIATES, LLC
By:
Name: Irwin E. Blond
Title: Manager
SELLER:
THE I OF RIVERSID SOURI
By:
e: Kathleen L. R se
Title: Mayor
ESCROW AGENT RECEIPTS
The undersigned Escrow Agent acknowledges receipt of this Amendment and
agrees to administer the Agreement as the same has been modified by this Amendment.
ASSURED QUALITY TITLE COMPANY
By:
Name: Don Rodgers
Title: Commercial Escrow Officer
Date:
Page 3
4953080.2
EXHIBIT A
PHASE II ESA SCOPE OF WORK
Page 4
495080.2