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HomeMy WebLinkAbout1337 Second Amendment to Purchase Agreement with GSBR Associates, LLC for Rinker BILL NO. 2014-071 ORDINANCE NO. 1337 AN ORDINANCE AUTHORIZING THE EXECUTION AND DELIVERY OF THE SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE BETWEEN THE CITY OF RIVERSIDE, MISSOURI AND GSBR ASSOCIATES, LLC WHEREAS, by and through Ordinance No. 1224 passed and approved by a majority of the Board of Aldermen and approved by the Mayor of the City of Riverside, Missouri ("City') on June 18, 2013, the Board authorized the City to enter into an Agreement of Purchase and Sale ("Original Agreement") with GSBR Associates, LLC, a Missouri limited liability company ("GSBR"), related to the purchase and sale of approximately 14 acres of land located in the City of Riverside, Missouri (the "Property"); and WHEREAS, by and through Ordinance No. 1304 passed and approved by a majority of the Board of Aldermen and approved by the Mayor of the City on April 15, 2014, the Board authorized the City to enter into an Amendment to Agreement of Purchase and Sale (together with the Original Agreement, the "Agreement") with GSBR extending the Feasibility Period, the Due Diligence Period, and the Closing Date under the Original Agreement and agreeing to other terms and conditions; and WHEREAS, GSBR and the City desire to amend the Agreement pursuant to the Second Amendment to Agreement of Purchase and Sale attached hereto as Exhibit A and incorporated herein (the "Second Amendment") to provide for a further extension of the Feasibility Period, the Due Diligence Period, and the Closing Date under the Agreement; 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 to protect the health, safety, and welfare of the businesses and citizens of the City, to enter into and deliver the Second Amendment as set forth herein. NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: SECTION 1. BEST INTEREST OF THE CITY TO APPROVE SECOND AMENDMENT. 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 to protect the health, safety, and welfare of the businesses and citizens of the City, the Second Amendment attached hereto as Exhibit A and incorporated herein is hereby approved. SECTION 2. AUTHORITY GRANTED. The City hereby authorizes the Mayor of the City to execute and deliver the Second 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. WA 5701833.1 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 APPROVED by the Mayor of the City of Riverside, Missouri, this 15'" day of July, 2014. a leen L. Rose, l6ay&r A T: Robin Littrell, ty,Clerk. ' Approved as to form: Spr Fane Britt & Browne LLP Sp I Counsel to the City by Joe Bednar 2 WA 5701833.1 EXHIBIT A SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE 3 WA 5701833.1 SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amendment") is entered into and effective as of July _, 2014, by and between THE CITY OF RIVERSIDE, MISSOURI ("Seller") and GSBR ASSOCIATES, LLC, a Missouri limited liability company ("Purchaser") for the purposes and consideration herein expressed. WITNESSETH: WHEREAS, Purchaser and Seller have previously entered into that certain Agreement of Purchase and Sale dated as of June 26, 2013, as amended by that certain Amendment to Agreement of Purchase and Sale dated as of April 30, 2014 (together, the "Agreement") for the purchase and sale of approximately fourteen (14) acres of land in the City of Riverside, Missouri; and WHEREAS, Purchaser and Seller desire to amend the Agreement to provide for an extension of the Feasibility Period, the Due Diligence Period, and the Closing Date. NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: I. Extensions of Deadlines. The parties agree that the Feasibility Period, the Due Diligence Period, and the Closing Date are hereby extended as follows: Phase: Extended Deadline: Feasibility Period October 31, 2014 Due Diligence Period November 30, 2014 Closing Date Thirty (30) days following completion of the Due Diligence Period 2. Conflicts. Except as herein modified, the Agreement is hereby confirmed as being in full force and effect without default on the part of either Seller or Purchaser. In the event of any conflict between the terms and provisions of the Agreement and this Amendment, the terms and provisions of this Amendment shall govern. 3. Defined Terms. Terms not otherwise defined herein shall have the meanings given to them in the Agreement. 4. Counteroarts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one amendment. To facilitate execution of this Amendment, the parties may execute and exchange by telephone facsimile or electronic e-mail, counterparts of signature pages. [Remainder of Page Intentionally Left Blank—Signature Page to Follow] Page 1 5701792.1 IN WITNESS WHEREOF, the undersigned have executed this Second 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 CI,,�Y.>OF RIVERSID SOURI By: u t y Name: OF L. R se Title: Mayor ESCROW AGENT RECEIPTS The undersigned Escrow Agent acknowledges receipt of this Second Amendment to Agreement of Purchase and Sale 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 2 5701792.1 EXHIBIT A SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE 3 WA 5701833.1 SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amendment') is entered into and effective as of July _, 2014, by and between THE CITY OF RIVERSIDE, MISSOURI ("Seller") and GSBR ASSOCIATES, LLC, a Missouri limited liability company ("Purchaser") for the purposes and consideration herein expressed. WITNESSETH: WHEREAS, Purchaser and Seller have previously entered into that certain Agreement of Purchase and Sale dated as of June 26, 2013, as amended by that certain Amendment to Agreement of Purchase and Sale dated as of April 30, 2014 (together, the "Agreement") for the purchase and sale of approximately fourteen (14) acres of land in the City of Riverside, Missouri; and WHEREAS, Purchaser and Seller desire to amend the Agreement to provide for an extension of the Feasibility Period, the Due Diligence Period, and the Closing Date. NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: 1. Extensions of Deadlines. The parties agree that the Feasibility Period, the Due Diligence Period, and the Closing Date are hereby extended as follows: Phase: Extended Deadline: Feasibility Period October 31, 2014 Due Diligence Period November 30, 2014 Closing Date Thirty (30) days following completion of the Due Diligence Period 2. Conflicts. Except as herein modified, the Agreement is hereby confirmed as being in full force and effect without default on the part of either Seller or Purchaser. In the event of any conflict between the terms and provisions of the Agreement and this Amendment, the terms and provisions of this Amendment shall govern. 3. Defined Terms. Terms not otherwise defined herein shall have the meanings given to them in the Agreement. 4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one amendment. To facilitate execution of this Amendment, the parties may execute and exchange by telephone facsimile or electronic e-mail, counterparts of signature pages. [Remainder of Page Intentionally Left Blank—Signature Page to Follow] Page 1 5701792.1 IN WITNESS WHEREOF, the undersigned have executed this Second 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: THEC OF RIVERSIDE,�vII URI By: ,c� U Name: Kathleen L. Rose Title: Mayor ESCROW AGENT RECEIPTS The undersigned Escrow Agent acknowledges receipt of this Second Amendment to Agreement of Purchase and Sale 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 2 5701792.1