HomeMy WebLinkAbout1415 Sale Property to Premium Waters BILL NO. 2015-042 ORDINANCE NO. A14
AN ORDINANCE AUTHORIZING THE SALE OF CERTAIN PROPERTY BY THE CITY TO
PREMIUM WATERS, INC. AND AUTHORIZING OTHER DOCUMENTS AND ACTIONS
RELATED THERETO
WHEREAS, the City of Riverside, Missouri (the "City") owns certain real property consisting of
approximately 5.645 acres, more particularly described in Exhibit A attached hereto and
incorporated herein (the "Property"); and
WHEREAS, the City desires to sell the Property to Premium Waters, Inc. ("Premium Waters")
and Premium Waters desires to purchase the Property from the City, all upon the terms and
conditions in substantially the form of Real Estate Sale Contract attached hereto and
incorporated herein as Exhibit B (the "Agreement') for the price of Two Hundred Seventy
Thousand and 00/100 Dollars ($270,000.00) (the "Sale Price"); and
WHEREAS, the sale of the Property to Premium Waters is anticipated to contribute towards
increased activity and revenues under the L-385 Levee Redevelopment Plan, as amended (the
"TIF Plan") and other economic development within the City; and
WHEREAS, the Board of Aldermen find that entering into the Agreement and selling the
Property to Premium Waters for the Sale Price and on the other terms and conditions contained
in the Agreement are in the best interests of the City in that such actions fulfill a public purpose
and will further the growth of the City, improve the environment of the City, foster increased
economic activity within the City, increase employment opportunities within the City, further the
objectives of the TIF Plan, and otherwise are in the best interests of the City by furthering the
health, safety, and welfare of its residents and taxpayers.
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 THE AGREEMENT AND SELL
THE PROPERTY TO PREMIUM WATERS . It is in the best interest of the City, in order to
further the growth of the City, improve the environment of the City, foster increased economic
activity within the City, increase employment opportunities within the City, further the objectives
of the TIF Plan, and otherwise is in the best interests of the City by furthering the health, safety,
and welfare of its residents and taxpayers, to enter into the Agreement and to sell the Property
to Premium Waters for the Sale Price and on the other terms and conditions contained in the
Agreement, and such Agreement is hereby approved in substantially the form attached hereto
as Exhibit B and incorporated herein and such sale of the Property to Premium Waters for the
Sale Price and on the other terms and conditions contained in the Agreement is hereby
approved.
SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the
Agreement in substantially the form attached hereto as Exhibit B, with such changes therein as
are approved by the Mayor. The Mayor, City Administrator, Special Counsel to the City —
Spencer Fane Britt & Browne LLP, and other appropriate officials and employees of the City are
hereby authorized and directed 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, including, without
limitation, executing and delivering a Special Warranty Deed for the Property to Premium
Waters upon closing of the sale of the Property and executing and delivering a Levee
WA 6605479.1
BILL NO. 2015-042 ORDINANCE NO.
Assessment Allocation Agreement with Premium Waters in connection with the re-allocation of
levee district assessments resulting from the purchase and sale of the Property.
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 !92day of201���
Kathleen L. Rose, Mayor
ATTEST:
Robin Littrell,City'Clerk
e a Approved as to form:
SpbqS& Fane Britt & Browne LLP,
Spcia nsel to the City
by a Bedn
WA 6605479.1
BILL NO. 2015-042 ORDINANCE NO.
EXHIBIT A
LEGAL DESCRIPTION
Lot 2, ARGO INNOVATION PARK, a subdivision in the City of Riverside, Platte County,
Missouri
LESS AND EXCEPT:
All that portion of said Lot 2 described as follows:
Commencing at the northeast corner of said Lot 2; thence coincident with the east line of said
Lot 2, South 00°28'55 West, 343.78 feet to the Point of Beginning; thence continuing along said
east line, South 00028'55 West, 65.75 feet; thence continuing along said east line, North
65°23'28" West, 376.26 feet; thence continuing along said east line, South 00°28'58" West,
410.77 feet to the southeast corner thereof; thence coincident with the south line of said Lot 2,
North 65022'38" West, 358.38 feet to the southwest corner thereof; thence coincident with the
west line of said Lot 2, North 00016'14" East, 361.46 feet; thence departing said west line, South
89°43'35" East, 255.95 feet; thence South 65023'28" East, 455.62 feet to the Point of Beginning,
containing 164,007 square feet, or 3.765 acres, more or less.
WA 6605479.1
BILL NO. 2015-042 ORDINANCE NO.
EXHIBIT B
REAL ESTATE SALE CONTRACT
WA 6605479.1
REAL ESTATE SALE CONTRACT
THIS REAL ESTATE SALE CONTRACT (this "Agreement") is made and entered into
as of the _ day of , 2015 (the "Effective Date") by and between THE CITY OF
RIVERSIDE, MISSOURI ("Seller"), and PREMIUM WATERS, INC., a Minnesota
corporation("Purchaser").
WHEREAS, Seller owns the real property legally described in Exhibit A and generally
depicted on Exhibit B, each attached hereto and incorporated herein (together with all of Seller's
rights, privileges, and appurtenances associated therewith in Seller's position as a landowner but
not in Seller's position as a municipal body, the "Property"); and
WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to purchase from
Seller the said Property on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing recitals and their mutual
promises and agreements hereinafter contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree
as follows:
ARTICLE I.
SALE AND PURCHASE
1.1 Purchase Price. Seller agrees to sell to Purchaser, and Purchaser agrees to
purchase from Seller, the Property. The Purchase Price (the "Purchase Price") for the Property
shall be Two Hundred Seventy Thousand and 00/100 Dollars ($270,000.00). Purchaser agrees to
pay the Purchase Price as follows:
(a) Twenty Thousand and 00/100 Dollars ($20,000.00) (the "Earnest Money")
within five (5) business days of the Effective Date, such Earnest Money to be deposited in the
insured trust or escrow account of Assured Quality Title Insurance Company, Kansas City,
Missouri (the "Title Company") by certified or cashier's check or by federal wire transfer of
funds as part of the consideration of the sale; and
(b) The balance to be paid by federal wire transfer on or before Closing (as
defined in this Agreement), adjusted at Closing for prorations and closing costs as described
herein or as are mutually agreed between the parties.
ARTICLE Il.
TITLE AND REPLAT DOCUMENTS
2.1 Title Commitment. Seller shall, within ten (10) business days after the Effective
Date, at Seller's sole cost and expense, obtain and deliver to Purchaser a leasehold title
commitment in current ALTA form and otherwise consistent in form in all material respects with
the leasehold title commitment previously issued for the parcel now known and described as Lot
1, ARGO INNOVATION PARK, a subdivision of the city of Riverside, Platte County, Missouri
(the "Title Commitment") issued by Title Company showing the current state of title to the
Property, together with readily legible copies of all documents and plats, if any, which are
referred to in the Title Commitment.
2.2 Replat. Purchaser shall, at Purchaser's sole cost and expense, cause to be
prepared and furnished to Purchaser, Seller, and the Title Company, a replat (the "Replat") of
Lots 1 and 2 ("Lot 1" and "Lot 2", respectively) of ARGO INNOVATION PARK, a subdivision
in the City of Riverside, Platte County, Missouri, in accordance with the standards and
conditions set forth by the City of Riverside, Missouri and Platte County, Missouri and shall
include, without limitation, a reasonable access easement upon, over, and across the Property for
the benefit of Seller sufficient for Seller to access that portion of Lot 2 which is not part of the
Property with the exact location, terms and conditions thereof to be agreed upon by the parties
(the "Detention Tract"), which Replat shall combine Lot 1 and the Property into a single tract
(the "Combined Tract") and shall leave the Detention Tract as a separate tract. Nothing
contained in this Agreement shall obligate the Seller, in its capacity as a municipal body, to
grant, approve or issue the Replat other than pursuant to generally applicable laws, rules or
regulations without regard to the existence of this Agreement, and nothing in this Agreement
shall be construed as a waiver of the police power of Seller in its capacity as a municipal body.
If Purchaser has prepared and furnished the Replat to Seller but Seller, in its capacity as a
municipal body, has not approved of such Replat prior to the Closing Date, then Purchaser may
terminate this Agreement and receive a refund of the Earnest Money by providing written notice
to Seller on or before the Closing Date.
2.3 Environmental Reports. During the Feasibility Period, Purchaser may, at
Purchaser's sole cost and expense, cause to be prepared and furnished to Purchaser, Purchaser's
legal counsel and the Title Company, Phase I or Phase II environmental reports as deemed
necessary by Purchaser(the"Environmental Reports").
2.4 Review of Title. Purchaser shall, during the Feasibility Period, notify Seller in
writing of any objections Purchaser has to any matters shown on the Title Commitment (or
arising the date of the Title Commitment) or the Environmental Reports. All objections raised
by Purchaser in the manner herein provided are hereafter called "Objections." Seller shall have
the option, but not the obligation, to remedy or remove any Objections (or agree irrevocably in
writing to remedy or remove all such Objections at or prior to Closing) during the period of time
(the "Cure Period") ending on the business day immediately preceding the Closing Date.
Except to the extent that Seller cures, or agrees in writing to cure, such Objections during the
Cure Period, Seller shall be deemed to have elected not to cure such matters. In the event Seller
is, or is deemed to be, unable or unwilling to 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 by or on behalf of Purchaser by giving Seller written
notice to such effect during the period of time (the "Termination Period") ending on the earlier
of(A) the tenth (10th) business day following the end of the Cure Period, and (B) the Closing
Date, whereupon all parties hereto or mentioned herein shall be released and relieved of further
obligations, liabilities or claims hereunder and the Earnest Money shall be returned to Purchaser;
or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be
deemed to have 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 Title
Commitment or Environmental Reports and to which Purchaser does not object on or prior to the
2 WA 6595112.1
last day of the Feasibility Period (or which are thereafter waived or deemed to be waived by
Purchaser) shall be deemed to be permitted exceptions to the status of Seller's title to the
Property (together with zoning ordinances, real estate taxes and assessments not yet due and
payable, and boundary matters that would be disclosed on a current and accurate survey of the
Property, the "Permitted Exceptions").
2.5 Feasibility Period. Purchaser shall have from the Effective Date until May 28,
2015 (the "Feasibility Period") during which to conduct such investigations and studies of the
Property as Purchaser may deem appropriate or necessary, including without limitation,
feasibility studies, soil tests, soil borings, core drillings, environmental investigations, asbestos
investigations, pest inspections, mechanical inspections and other such tests or investigations. If
at any time during the Feasibility Period, Purchaser determines that the Property is not suitable to
Purchaser, in Purchaser's sole and absolute discretion, then Purchaser may terminate this
Agreement and receive a refund of the Earnest Money by providing written notice to Seller at
any time during the Feasibility Period. Seller shall have no obligation to cure any physical
defect found by Purchaser during the Feasibility Period. At any time during the Feasibility
Period, Purchaser may accept the Property by providing written notice of same to Seller. If the
Agreement is not terminated during the Feasibility Period or terminated by Purchaser pursuant to
Section 2.2, Section 2.4, Section 5.1, or Section 5.3, and if the conditions precedent contained in
Section 3.1 are waived by Purchaser or satisfied by Seller, then the Earnest Money shall become
nonrefundable.
2.6 Access. Seller grants a license to Purchaser, its employees, agents and third-party
consultants and contractors for access to the Property for the purposes of conducting the
investigations and tests described above, from the date hereof until the end of the Feasibility
Period. Purchaser shall defend, indemnify and hold Seller, its elected officials, employees and
agents harmless from any loss, cost, harm, liability, damage or expense which may be incurred
or suffered by Seller (or any of the parties indemnified hereby) arising out of or in connection
with any activities of Purchaser, its employees, agents and third-party consultants and
contractors, on or in connection with the Property, which obligation of Purchaser shall survive
the Closing or the termination of this Agreement. In the event Purchaser desires to conduct
invasive testing (such as soil borings or a Phase II environmental audit), Purchaser shall maintain
and cause its third-party consultants and contractors to maintain commercial general liability
insurance with combined single limit coverage of not less than $1,000,000.00 with respect to
Purchaser's activities on or about the Property, under which Seller shall be designated as an
additional insured, and shall provide Seller a certificate evidencing such coverage and
designation prior to entry on the Property by Purchaser or its employees, agents or third-party
consultants or contractors for such purposes. Purchaser shall use all reasonable efforts to
conduct such activities in a manner which will not damage the Property and which will minimize
interference with the use and occupancy of the Property by Seller. Upon completion of such
activities, Purchaser shall, at its sole expense, cause the Property to be restored to substantially
the same condition it was in prior to such activities, including filling, compaction and re-sodding
of all excavations and the repair of any and all other damage to the Property in a manner
reasonably satisfactory to Seller, which obligation of Purchaser shall survive the termination of
this Agreement. Purchaser shall not permit any mechanic's or materialmen's lien to be filed
against the Property by reason of labor, services or materials performed or furnished to or for
Purchaser. If any such lien is filed, Purchaser may contest it in good faith but notwithstanding
3 WA 6595112.1
such contest Purchaser shall, within fifteen(15)days after the filing thereof, cause such lien to be
released of record by payment, bond, order of a court of competent jurisdiction or otherwise. If
Purchaser fails to cause any such lien to be released of record, Seller may remove it by paying
the full amount thereof or by bonding or in any other manner Seller deems appropriate, without
investigating the validity thereof and irrespective of the fact that Purchaser may contest the
propriety or the amount thereof, and Purchaser, upon demand, shall pay Seller all amounts
expended by Seller in connection with the discharge of such lien, including all expenses and
reasonable attorneys' fees, which obligation of Purchaser shall survive the Closing or the
termination of this Agreement. Nothing contained in this Agreement shall be construed as
consent on the part of Seller to subject Seller's estate in the Property to any lien or liability under
the lien laws of the State in which the Property is situated.
ARTICLE III.
CONDITIONS PRECEDENT TO CLOSING
3.1 Purchaser's Conditions Precedent. Purchaser's obligation to consummate the
transaction contemplated 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 Purchaser in Purchaser's sole discretion:
(a) Representations and Warranties. None of the representations and
warranties of Seller set forth in Section 3.4 of this Agreement shall be untrue or inaccurate; and
(b) Seller's Obligations. Seller shall have performed or complied with all of
Seller's covenants, agreements and obligations under this Agreement.
3.2 Seller's Conditions Precedent. Seller's obligation to consummate the transaction
contemplated 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
Seller's sole discretion:
(a) Representations and Warranties. None of the representations and
warranties of Purchaser set forth in Section 3.3 of this Agreement shall be untrue or inaccurate;
(b) Purchaser's Obligations. Purchaser shall have performed or complied
with all of Purchaser's covenants, agreements and obligations under this Agreement; and
(c) No Bankruptcy Proceeding. There shall not have been instituted by or
against Purchaser any bankruptcy proceeding.
3.3 Purchaser's Covenants,Representations and Warranties.
(a) Purchaser's Authority. This Agreement has been duly authorized by
requisite action and is enforceable against Purchaser in accordance with its terms; neither the
execution and delivery of this Agreement nor the consummation of the transactions
contemplated 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 party, or will result in or constitute a violation or breach of any judgment,
4 WA 6595112.1
order, writ,junction or decree issued against or binding upon Purchaser;
(b) No Pending Proceedings. Purchaser has no actual knowledge that there
is any action, suit, proceeding or claim affecting Purchaser or relating to the authority of
Purchaser to purchase the Property;
(c) Development Covenant. Subject to the consummation of the transactions
contemplated herein and subject to delays caused by force majeure, Purchaser hereby covenants
and agrees (the "Construction Covenant') to complete construction on the Property of an
expansion of its current facility on or before May 31, 2018 (the "Building Construction
Deadline"), such expansion having not less than one hundred thousand (100,000) square feet of
gross floor area, in adherence to: (i) the standards and regulations approved and adopted by
Ordinance No. 1227, passed and approved by the Board of Aldermen of the City of Riverside,
Missouri on July 2, 2013 and attached hereto and incorporated herein as Exhibit C; and (ii) the
development and landscaping plans approved and adopted by Ordinance No. 1380, passed and
approved by the Board of Aldermen of the City of Riverside, Missouri on February 3, 2015 and
attached hereto and incorporated herein as Exhibit D. In the event that the Purchaser fails to
satisfy the Construction Covenant on or before the Building Construction Deadline, then
Purchaser shall pay to Seller, as a payment in lieu of taxes concerning the Property and any
improvements thereon, the sum of One Hundred Five Thousand and 00/100 Dollars
($105,000.00). In the event that the Purchaser fails to satisfy the Construction Covenant on or
before May 31, 2019, then Purchaser shall pay to Seller, as a payment in lieu of taxes
concerning the Property and any improvements thereon, an additional sum of One Hundred Five
Thousand and 00/100 Dollars($105,000.00); and
(d) Office of Foreign Assets Control (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 of
specially designated nationals and blocked persons subject to financial sanctions that is
maintained by the U.S. Treasury Department, Office of Foreign Assets Control and any other
similar list maintained by the Office of Foreign Assets Control (the "Lists"), and (ii) is not a
person or entity with whom a citizen of the United States is prohibited to engage in transactions
by any trade embargo, economic sanction, or other prohibition of United States law, regulation,
or Executive Order of the President of the United States, (B) none of the funds or other assets of
Purchaser constitute property of, or are beneficially owned, directly or indirectly, by any
Purchaser Embargoed Person (as hereinafter defined), (C) no Purchaser Embargoed Person has
any interest of any nature whatsoever in Purchaser(whether directly or indirectly), (D) Purchaser
has implemented procedures, and will consistently apply those procedures, to ensure the
foregoing representations and warranties remain true and correct at all times. The term
"Purchaser Embargoed Person" means any person, entity or government subject to trade
restrictions under U.S. law, including but not limited to, the International Emergency Economic
Powers Act, 50 U.S.C. §1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq.,
and any Executive Orders or regulations promulgated thereunder, with the result that the
investment by Purchaser is prohibited by law or Purchaser is in violation of law.
(2) Purchaser also shall require, and shall take reasonable measures to
5 WA 6595112.1
ensure compliance with 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.
This Section shall not apply to any person to the extent that such person's interest in the
Purchaser is through a U.S. Publicly Traded Entity.
3.4 Seller's Covenants, Representations and Warranties.
(a) Consents. Seller has obtained all consents and permissions related to the
transactions contemplated by this Agreement and all agreements, instruments and documents
herein provided to be executed or caused to be executed by Seller ("Other Agreements") which
are required under any covenant, agreement, encumbrance, law or regulation to which Seller,
any assets of Seller or the Property (or any part thereof) are subject;
(b) Liens. Seller will keep the Property free and clear of all liens, claims and
demands, including mechanic's liens, in connection with any work performed on the Property
or any part thereof on behalf of Seller and materials provided in connection with such work,
where such work was performed or contracted for or such materials were provided or contracted
for on or before the Closing Date, and in the event of the filing of any such lien, Seller shall
promptly and with due diligence (and in all events prior to the earlier of 30 days after the notice
of filing of the same or 10 days prior to the commencement of any foreclosure or other
enforcement proceeding with respect thereto) secure the release of the same;
(c) Status of Seller. This Agreement and the Other Agreements are duly
authorized, executed and delivered by and binding upon Seller; that Seller has the capacity and
authority to enter into this Agreement and the Other Agreements to be executed by Seller and to
consummate the transactions herein and therein contemplated, and nothing prohibits or restricts
the right or ability of Seller to close the transactions contemplated herein and in the Other
Agreements and to carry out the terms hereof and thereof, and that neither this Agreement nor
any of the Other Agreements, nor anything provided in or contemplated by this Agreement or
any of the Other Agreements, does now or shall hereafter breach, invalidate, cancel, make
inoperative or interfere with, or result in the acceleration of maturity of, any mortgage, contract,
agreement, lease, easement, right or interest affecting or relating to Seller, any assets of Seller or
the Property; and
(d) Litigation; Condemnation. There are no actions, suits or proceedings
pending, or to the best knowledge of Seller, threatened, before or by any judicial body or any
governmental authority, against or affecting the Property or Seller's ability to sell the Property
pursuant to this Agreement; and that to the best knowledge of Seller, there is no existing,
proposed or contemplated eminent domain or similar proceeding which would affect the
Property.
Purchaser acknowledges that the Property is vacant and that Seller does not regularly operate,
manage, or maintain the Property. Purchaser further acknowledges and agrees that Seller is
conveying the Property in its "AS IS, WHERE IS" condition, with all defects, conditions and
liabilities which are known or unknown to Purchaser at the time of Closing. Except for the
representations and warranties specifically contained in this Agreement, Seller makes no
express or implied representations or warranties of any kind, including, without limitation, no
6 WA 6595112.1
representations or warranties as to the condition, merchantability, or fitness for a particular
purpose of the Property. Purchaser does hereby expressly acknowledge that no such
representations or warranties have been made. Seller and Purchaser have expressly bargained
for this "AS IS, WHERE IS," with all faults transaction, and Seller and Purchaser agree that the
Purchase Price reflects Purchaser's consent to assume all responsibility for all conditions
associated with the Property, including but not limited to structural and environmental
conditions. Purchaser acknowledges that in purchasing the Property, Purchaser shall rely solely
upon the personal inspections, investigations and tests made of the Property by Purchaser, its
employees, agents, consultants and/or contractors during the Feasibility Period.
ARTICLE IV.
CLOSING
4.1 Closing Date and Time. Provided that all of the conditions of this Agreement
shall have been satisfied, the closing (the "Closing") of the purchase and sale of the Property
shall be conducted at such time and location as shall be mutually agreeable to Seller and
Purchaser; provided, however, that the Closing shall occur on or before May 29, 2015. The date
on which the Closing actually occurs is referred to herein as the "Closing Date."
4.2 Seller's Closing Matters. On or before the Closing Date, Seller shall deliver or
cause to be delivered to the Title Company the following, each signed and notarized by Seller as
and where appropriate:
(a) An amendment in substantially the form attached hereto and incorporated
herein as Exhibit E (the "Chapter 100 Master Amendment") amending the Chapter 100
documents entered into by and between Seller and Purchaser in connection with Lot 1
("Original Chapter 100 Agreements") such that the Combined Tract (opposed to only Lot 1)
shall be deeded to Purchaser upon close-out of such Original Chapter 100 Agreements, subject
to the Permitted Exceptions and any other exceptions contemplated in the Original Chapter 100
Agreements (as amended by the Chapter 100 Master Amendment), in addition to such other
amendments to the Original Chapter 100 Agreements as are contained therein;
(b) Such agreements, certificates and other documentation, all in form and
substance as may be required by the Riverside-Quindaro Bend Levee District of Platte County,
Missouri, the Platte County, Missouri Tax Assessor, and any other applicable governmental
authority, and reasonably acceptable to Seller and Purchaser, as are necessary to allocate all
levee assessments for Lot 1 and Lot 2 (Lot 1 having a Parcel ID of 23-3.0-06-000-000-113.000
and Lot 2 having a Parcel ID of 23-3.0-06-000-000-088.000) to the Combined Tract (such
items, collectively, the "Levee Assessment Allocation Agreements") (for the avoidance of
doubt, no levee assessments shall be assessed against the Detention Tract following Closing, as
such tract is contemplated to be used for stormwater detention purposes and not for future
improvements);
(c) Such escrow instructions to the Title Company as Seller shall desire,
which shall not be inconsistent with the provisions of this Agreement (the "Seller's
Instructions"); and
7 WA 6595112.1
(d) A signed settlement statement prepared by the Title Company and
approved by the parties.
4.3 Purchaser's Closing Matters. On or before the Closing Date, Purchaser shall
deliver or cause to be delivered to the Title Company the following, each signed and notarized
by Purchaser as and where appropriate:
(a) By federal wire transfer of funds to the Title Company's escrow account,
an amount equal to the balance of the Purchase Price due at Closing, adjusted as provided
herein, plus the aggregate amount of closing costs for which Purchaser is responsible as
provided herein, all as shown on Purchaser's closing statement;
(b) Such evidence of authority to close the purchase of the Property pursuant
to this Agreement as Seller reasonably requests;
(c) The Levee Assessment Allocation Agreements;
(d) The Chapter 100 Master Amendment;
(e) Such escrow instructions to the Title Company as Purchaser shall desire,
which shall not be inconsistent with the provisions of this Agreement (the "Purchaser's
Instructions"); and
(f) A signed settlement statement prepared by the Title Company and
approved by the parties.
4.4 Closing Effected. The parties shall obtain the advice of the Title Company as to
whether it is in a position to cause the Replat, Chapter 100 Master Amendment, and, as
appropriate, the Levee Assessment Allocation Agreements to be immediately recorded in such
order in the real estate records of Platte County, Missouri. If the Title Company shall advise
affirmatively on the foregoing matter, then the parties shall instruct the Title Company to
proceed to close the escrow in accordance with the provisions of this Agreement, the settlement
statements, Seller's Instructions, and Purchaser's Instructions.
4.5 Possession. Exclusive possession of the Property (subject to the Permitted
Exceptions and the terms and conditions of the Original Chapter 100 Agreements, as amended
by the Chapter 100 Master Amendment) shall be delivered to Purchaser on the Closing Date.
4.6 Closing Costs. At Closing, Seller shall pay: (1) the cost of the Title
Commitment; (2) one-half(1/2) of the Title Company's fee, if any, for acting as escrow agent in
connection with this transaction ("Escrow Fee"); (3) the cost of the base title insurance policy
issued pursuant to the commitment; and (4) the cost of all other certificates, instruments,
documents and opinions which Seller is required to deliver or cause to be delivered. At Closing,
Purchaser shall pay: (1) all recording costs for the Replat, Chapter 100 Master Amendment,
Levee Assessment Allocation Agreements, and other documents to be recorded; (2) one-half
(1/2) of the Escrow Fee, if any; (3) the cost of any title insurance policy endorsements; and (4)
the cost of all other certificates, instruments, documents and opinions which Purchaser is
required to deliver or cause to be delivered. Each party shall be responsible for the payment of
8 WA 6595112.1
its own attorneys' fees incurred in connection with this Agreement and all other expenses which
such party incurs.
4.7 Prorations.
(a) Taxes and Assessments (hereinafter defined) shall be paid to the collecting
authorities (i) by Seller if due and payable on or before the Closing Date, and (ii) by Purchaser
if due and payable after the Closing Date (as provided in the Original Chapter 100 Agreements,
as amended by the Chapter 100 Master Amendment); provided, however that the Taxes and
Assessments for 2015 in which the Closing Date occurs (the "Tax Proration Period") shall be
prorated between Purchaser and Seller on and as of the Closing Date. Purchaser's pro rata share
shall be a fraction, the numerator of which is the number of days in the Tax Proration Period
following the Closing Date and the denominator of which is the total number of days in the Tax
Proration Period. Such proration shall be effected as follows: (i) if as of the Closing Date the
Taxes and Assessments for the Tax Proration Period are not yet due and payable, Purchaser
shall receive a credit against the Purchase Price in an amount equal to Seller's prorata share
thereof, Seller shall deliver the original bills therefor to Purchaser promptly upon Seller's
receipt, and Purchaser shall be responsible for payment to the collecting authorities of the full
amount of the Taxes and Assessments for the Tax Proration Period, on or before the date when
interest and/or penalties would commence to accrue thereon, and shall furnish Seller evidence
of the payment thereof; and (ii) if as of the Closing Date the Taxes and Assessments for the Tax
Proration Period have been paid to the collecting authorities by Seller, Purchaser shall pay its
prorata share thereof to Seller in cash on the Closing Date.
(b) Definitions. As used herein, "Taxes" shall mean all general state, county
and city real estate taxes and personal property taxes levied or assessed against the Property and
"Assessments" shall mean all of the following (or, if payable in installments, then installments
thereof) levied or assessed against the Property: special assessments, assessments for public
improvements, traffic generation assessments, special taxes, and any other tax, assessment,
charge or levy of a general nature against real estate which is not included in "Taxes" as defined
above, specifically including, without limitation, levee assessments levied by the Riverside-
Quindaro Bend Levee District of Platte County, Missouri.
(c) No Adjustment. If the actual amount of the Taxes and Assessments for
the Tax Proration Period is not ascertainable on the Closing Date, the parties shall reasonably
estimate such Taxes and Assessments based upon the most recent Taxes and Assessments and
such estimate shall be final and binding between the parties for the purpose of such proration
without further adjustment.
ARTICLE V.
REMEDIES
5.1 Seller Default. If Seller defaults in the performance of its material obligations
under this Agreement, and such default remains uncured ten (10) days after notice thereof from
Purchaser to Seller, Purchaser may elect (i) to terminate this Agreement, in which case the
Earnest Money shall be returned to Purchaser and neither party shall have any further obligation
to the other hereunder or (ii) enforce this Agreement against Seller by means of an action for
9 WA 6595112.1
specific performance and if Purchaser prevails in such action, Seller will be liable, to the extent
permitted by law, for Purchaser's cost and expenses in maintaining such action, including
reasonable attorney's fees.
5.2 Purchaser Default. If Purchaser defaults in the performance of its material
obligations under this Agreement, and such default remains uncured ten (10) days after notice
thereof from Seller to Purchaser, Seller may elect to terminate this Agreement, in which event
the Earnest Money shall be delivered to Seller as liquidated damages and such termination and
retention of the Earnest Money shall constitute Seller's sole and exclusive remedies for such
default. The parties expressly acknowledge and agree that in the event of a default by Purchaser
under this Agreement, it would be impractical or extremely difficult to ascertain and prove the
amount of actual damages sustained by Seller, and that the Earnest Money represents the parties'
fair and reasonable estimate of the amount of damages which Seller can be anticipated to suffer
in the event of a default by Purchaser hereunder.
5.3 Condemnation. If, prior to the Closing Date, all or any part of the Property shall
be condemned by any lawful authority, Purchaser shall have the option of either (1) completing
this transaction, in which event (a) there shall be no reduction of the Purchase Price, (b) Seller
shall have no duty to repair or restore, (c) Seller shall pay to Purchaser all condemnation
proceeds theretofore or thereafter received by Seller with respect to such condemnation, (d)
Seller shall assign to Purchaser all rights of Seller in and to such condemnation proceeds, and (e)
Seller shall furnish to Purchaser such documents, cooperation and assistance as Purchaser
requires to enforce the rights of Seller with respect thereto; or (2) terminating this Agreement, in
which event the Earnest Money shall be returned to Purchaser and neither party shall have any
further obligation to the other hereunder.
ARTICLE VI.
MISCELLANEOUS
6.1 Integration. This Agreement constitutes the entire and final expression of the
agreement of the parties hereto and supersedes all prior agreements and understandings of the
parties, either oral or written. There are no other agreements, oral or written, between the parties
regarding the Property.
6.2 Modification. This Agreement can be amended only by written agreement
signed by the parties hereto and by reference made a part hereof
6.3 Recording. Neither this Agreement nor any short form or memorandum hereof
shall be recorded without the consent of Purchaser and Seller.
6.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
Seller and Purchaser, and their respective heirs, personal representatives, successors and assigns.
6.5 Notices. Any and all notices permitted or required to be given under this
Agreement shall be in writing and shall be given by either personal delivery which shall be
effective upon delivery, by telecopy, facsimile, or other form of telecommunication which shall
be effective upon confirmed transmittal, by express mail delivery that guarantees next day
delivery (which shall be effective the day after delivery to such express mail company), or by
10 WA 6595112.1
U.S. registered or certified mail which shall be effective two (2) days after mailing, at the
following addresses:
If to Seller: If to Purchaser:
City of Riverside, Missouri Premium Waters, Inc.
2950 N.W. Vivion Road 4301 NW Mattox Road
Riverside, Missouri 64150 Riverside, Missouri 64150
Attention: Mr. Mike Duffy Attention: Mr. Bernard A. Zarda
Fax: (816) 746-8349 Ms. Kathy Bradford
Fax: (913 )441-8826
Premium Waters, Inc.
2100 Summer Street Northeast#200
Minneapolis, MN 55413
Attention: Mr. Greg Nemec
Fax: (612) 623-0363
With a copy to: With a copy to:
Spencer Fane Britt& Browne LLP Rawlings, Ellwanger, Jacobs, Mohrhauser&
304 East High Street Nelson, LLP
Jefferson City, Missouri 65101 522 40' Street, Suite 300
Attn: Joe Bednar, Esq. Sioux City, IA 51101
Fax: (573) 634-8140 Attention: Mr. Jeffrey R. Mohrhauser
Fax: (712)277-3304
Shook, Hardy& Bacon
2555 Grand Blvd.
Kansas City, MO 64108
Attention: Ms. Sandy Hawley
Fax: (816) 421-5547
The parties hereto shall have the right from time to time to change their respective 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 ten(10)days' prior written notice to the other party.
6.6 Brokerage Commissions. Each party represents and warrants that no real estate
brokerage commission fee is payable to any person or entity in connection with the transaction
contemplated hereby. Each party shall indemnify, defend and hold the other party harmless from
and against the payment of any commission or fee to any person or entity claiming, or alleging to
claim, by,through or under the indemnifying party.
6.7 Time. Time is of the essence in all things pertaining to the performance of this
Agreement.
I I WA 6595112.1
6.8 Survival of Obligations. To the extent necessary to carry out the terms and
provisions hereof, the terms, conditions, warranties, covenants, representations, obligations and
rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they
merge into the various documents executed and delivered at the time of the Closing, but shall
survive Closing.
6.9 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
TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT.
6.10 Headings. The headings that have been used throughout this Agreement have
been inserted for convenience of reference only and do not constitute matters to be construed in
interpreting this Agreement.
6.11 Terminology. Words of any gender used in this Agreement shall be held and
construed to include any other gender and words in the singular number shall be held to include
the plural, and vice versa, unless the context requires otherwise. 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. The words"include"
and "including" shall be deemed to be followed by the phrase "without limitation" unless
otherwise qualified.
6.12 Construction of Agreement. This Agreement shall not be construed more
strictly against one party than against the other merely by virtue of the fact that it may have been
prepared by legal counsel for one of the parties, it being recognized that both Seller and
Purchaser have contributed substantially and materially to the preparation of this Agreement.
6.13 Severability. If any one or more of the provisions of this Agreement, or the
applicability of any such provision to a specific situation, 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
Agreement 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 which together shall
constitute one and the same instrument.
6.15 Further Acts. In addition to the acts recited in this Agreement to be performed
by Seller and Purchaser, Seller and Purchaser agree to perform or cause to be performed at the
Closing or after the Closing any and all such further acts as may be reasonably necessary to
consummate the transactions contemplated hereby.
6.16 Litigation. In the event of litigation between the parties with respect to the
12 WA 6595112.1
Property, this Agreement, the performance of the obligations hereunder or the effect of a
termination under this Agreement, the 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 representatives, successors and assigns, and no other person or entity
shall be entitled to rely hereon, receive any benefit herefrom or enforce against any party hereto
any provision hereof.
6.18 Assignment. Neither Purchaser nor Seller may assign or transfer its rights or
obligations under this Agreement without the prior written consent of the other party. No
consent given to any transfer or assignment of rights or obligations hereunder shall be construed
as consent to any other transfer or assignment of rights or obligations hereunder. No transfer or
assignment in violation of the provisions hereof shall be valid or enforceable. Subject to the
foregoing, this Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the parties.
6.19 Form of Instruments. Except as otherwise provided herein, all instruments to be
furnished hereunder shall be prepared in such form as is reasonably acceptable to the party
receiving such instrument.
6.20 Tenders of Performance. All tenders of performance shall be made at the
Closing and at or before the time specified for the Closing.
6.21 Legal Holidays and Business Days. If any date herein set forth for the
performance of any obligations by Seller or Purchaser or for the delivery of any instrument or
notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with
such obligations or delivery shall be deemed acceptable on the next business day following such
Saturday, Sunday or legal 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 observance thereof. As used herein, the term "business day" shall mean a day which is not a
Saturday, Sunday or legal holiday.
6.22 Nonwaiver. Except as otherwise specifically provided for hereunder, no party
shall be deemed to have waived any of its rights hereunder unless such waiver is in writing and
signed by the party waiving such right. Except as otherwise specifically provided for hereunder,
no delay or omission by any party in exercising any right shall operate as a waiver of such right
or of any other right. A waiver on any one occasion shall not be construed as a bar to, or waiver
of, any right or remedy on any future occasion.
6.23 Disclaimer. Notwithstanding anything contained herein to the contrary, in no
event shall Purchaser be obligated to indemnify, defend or hold Seller harmless for: (a)
diminution in value of the Property that results from the findings of Purchaser's due diligence
activities nor (b) any cost, damage, liability or expense resulting from any environmental
conditions caused by Seller discovered in the course of Purchaser's due diligence activities,
except to the extent that Purchaser's intentional or reckless acts or omissions in the course of
Purchaser's due diligence activities or activities on the parcel now known and described as Lot 1,
13 WA 6595112.1
ARGO INNOVATION PARK, a subdivision of the city of Riverside, Platte County, Missouri
directly cause contamination.
[Remainder of Page Intentionally Left Blank—Signature Page to Follow]
14 WA 65951111
IN WITNESS WHEREOF, the parties have executed this Real Estate Sale Contract as of
the date first above written.
SELLER:
THE CITY OF RIVERSIDE, MISSOURI
AU
By: X°94e-)
Name: Kathleen L. Rose
Title: Mayor
PURCHASER:
PREMIUM WATERS,INC.,
a Minnesota corporation
By:
Name: Bernard A. Zarda
Title: Senior Vice President
15 WA 6595112.1
EXHIBIT B
DEPICTION OF PROPERTY
17 WA 6595112.1
Premium Waters
14.4 acres
165,000 sf bldg r
r _...r ' —3.8 acres
City Maintains
_ Ownership
T
Y S•
a
C
O
N
O
EXHIBIT C
DEVELOPMENT REGULATIONS
See Ordinance No. 1227 attached hereto.
18 WA 6595112.1
BILL NO. 2013-050 ORDINANCE NO. /aa-7
AN ORDINANCE AUTHORIZING AND GRANTING A REZONING OF LOTS 1, 2,3, AND 5 OF
ARGO INNOVATION PARK FROM "GP-1 GENERAL PLANNED INDUSTRIAL" TO"PD
PLANNED DEVELOPMENT DISTRICT" IN ACCORDANCE WITH THE PROVISIONS OF THE
UNIFIED DEVELOPMENT ORDINANCE FOR THE CITY OF RIVERSIDE, MISSOURI AND
APPROVING PLANNED DISTRICT DEVELOPMENT STANDARDS IN CONNECTION
THEREWITH
WHEREAS, Application PC13-15 submitted by the City of Riverside ("Applicant")
requesting a change in zoning from "GP-1 General Planned Industrial" to"PD Planned
Development District' on land located generally west of Horizons Parkway at NW 41"Street and
legally described as follows:
All of Lots 1, 2 3, and 5 of Argo Innovation Park, a subdivision in the City of
Riverside, Platte County, Missouri
(the"Property")was referred to the Planning Commission to hold a public hearing; and
WHEREAS, after due public notice in the manner prescribed by law, the Planning
Commission held a public hearing on June 27, 2013, wherein it considered and reviewed the
request of the Applicant and rendered a report to the Board of Aldermen recommending that the
zoning change requested be approved together with planned district development standards for
Argo Innovation Lots 1, 2, 3 and 5 Planned Development District; and
WHEREAS, after due public notice in the manner prescribed by law, the Board of Aldermen
of the City of Riverside, Missouri at its regular meeting on July 2, 2013 held a public hearing
regarding the rezoning request of the Applicant; and
WHEREAS, the Board of Aldermen, after considering the evidence presented during such
public hearings, has determined adoption and approval of the rezoning and planned district
development standards for Argo Innovation Lots 1, 2, 3, and 5 Planned Development District to be
in the City's best interest and to promote the public health, safety and welfare;
NOW,THEREFORE, be it ordained by the Board of Aldermen of the City of Riverside,
Missouri, as follows:
SECTION 1 — REZONING OF PROPERTY. The property located generally west of
Horizons Parkway at NW 41' Street and legally described as "All of Lots 1, 2, 3, and 5 of Argo
Innovation Park, a subdivision in the City of Riverside, Platte County, Missouri" is hereby rezoned
from "GP-1 General Planned industrial District" to"PD Planned Development District".
SECTION 2—APPROVAL OF PLANNED DISTRICT DEVELOPMENT STANDARDS.
The planned district development standards for Argo Innovation Lots 1, 2, 3, and 5 Planned
Development District set forth in Exhibit"A" are hereby approved. Development of the Property
shall be subject to and comply with the Argo Innovation Lots 1, 2, 3, and 5 Planned Development
District standards together with all other provisions set forth in the City Code and Unified
Development Ordinance of the City of Riverside. Approval of the Argo Innovation Lots 1, 2, 3 and
5 Planned Development District does not relieve the Applicant from following all other applicable
codes and laws of the City of Riverside or other governmental agency, nor does it relieve the
applicant from submitting necessary site plans or applying for all necessary building permits,
electrical permits, sign permits, or occupation licenses required by City Code. The standards set
BILL NO. 2013-050 ORDINANCE NO. I-Q7
forth in the Argo Innovation Lots 1, 2, 3 and 5 Planned Development District shall have precedence
where such conditions are more restrictive than those set forth in City Code.
SECTION 3—FAILURE TO COMPLY. That failure to comply with any of the conditions or
provisions contained in this ordinance shall constitute a violation of both this ordinance and the
City's Unified Development Ordinance in addition to other penalties which may be contained in the
City Code.
SECTION 4—EXECUTION OF DOCUMENTS. The Mayor shall have authority to take
such actions to execute such documents as she shall deem reasonably necessary to carry out the
provisions and intent of this ordinance.
SECTION 5—SEVERABILITY CLAUSE. The provisions of this ordinance are severable and
if any provision hereof is declared invalid, unconstitutional or unenforceable, such determination shall
not affect the validity of the remainder of this ordinance.
SECTION 6— EFFECTIVE DATE. This ordinance shall be in full force and effect from and
after the date of 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 No day of 2013.
7-7
Mayor Kathleen L. Rose
1 '
<� T.
City•Clerk ,
s
EXHIBIT "A"
Horizons Business Park"PD" Regulations
(Argo Innovation Park Lots 1,2, 3 and 5)
A. BuildingLines.ines. No building or structure shall be erected nearer than thirty(30)feet
from any existing or proposed street right of way. The side yards shall have a minimum aggregate
total of sixty(60)feet from the property lines,but no side yard shall be less than thirty(30)feet. The
rear setback line shall be a minimum of thirty (30)feet from the property line.
B. Building Materials and Construction. All buildings and other structures within
Horizons Business Park shall be constructed of attractive exterior sides of high quality materials
including masonry,concrete, structural clay tile, glass, and metal when used in an incidental role.
Specific materials which will be excluded include exposed (i) galvanized sheet metal, (ii)
nondecorative cinder or concrete block,and(iii)double T concrete panels. Exterior mechanical or
electrical equipment,including,but not limited to,HVAC equipment shall be so placed or screened
that the predominant design lines of the building or structure continue without visual distraction or
interruption.If the function of the building or structure dictates placement of such equipment in such
a manner or location that the building exterior walls themselves are unable to screen the equipment
from view of adjacent existing or proposed streets or highways,they must be separately screened
using materials compatible with the approved building materials and the height of such screening
shall be equal to the height of the equipment to be screened; or with acceptable landscaping.
Accessory buildings, enclosures, appurtenant structures to, or extrusions from, any building or
structure shall be of similar or compatible materials, design and construction.
C. Building Material Colors. Color of materials used on the construction of all
buildings, enclosures, and appurtenant structures will present a predominantly warm earth tone
appearance.
D. Parking. Employee,customer,owner or tenant parking shall be the responsibility of
the property owners and they shall provide all necessary parking facilities entirely on their property.
Parking on private or public streets or highways within the subject property is expressly prohibited.
Except as otherwise provided for herein,all parking areas and drives and access shall be paved with
an impervious surface equal to asphalt or concrete and maintained by the owner in a sightly and
well-kept condition. Each parking space provided shall be designated by white lines painted on the
paved surfaces and shall be adequate in area.
No parking spaces, parking aisles or roadways, except the access way, shall be
permitted within the front fifteen (15) feet of the front setback. If parking spaces are provided in
front of the building the vehicles shall be screened from the road by walls,earth berms,and/or plant
material equal to the height and length of the area.
Adequate off-street parking shall be provided by each Owner and tenant for its
customers,employees and visitors;and the parking requirements set forth in the appropriate section
of the Riverside,Missouri Unified Development Ordinance shall be used as minimum guidelines in
determining minimum parking requirements.
Businesses experiencing rapid growth may submit a request to the Director of
Community Development to allow temporary gravel overflow truck parking. Parking may be
allowed in accordance with the following standards:
• A site plan identifying the parking area, parking lot size and specifications for base and
gravel must be submitted for review prior to the parking being installed.
• The parking area shall not impede public safety.
• The maximum timeframe for the temporary gravel overflow truck parking is 18 months. At
the end of the timeframe,the area must either accommodate a building/building expansion,
become green space or be paved per City approvals and regulations.
• An agreement outlining the specifics for the temporary gravel overflow trick parking shall be
signed by the appropriate business representative and the Director of Community
Development.
E. Off-Street Loading. Provision for handling all truck service must be totally within the
building site. No loading docks may be on any street frontage, unless properly screened and
approved. All loading shall be paved with an impervious surface equal to asphalt or concrete. All
side and rear loading service areas shall be properly screened from view from all existing or
proposed streets, roads, or highways by walls,earth berms, and/or plant material.
F. Outside Storage and Equipment. Outside storage of any type, including, but not
limited to; materials, supplies, equipment, finished products or semi-finished products, raw
materials,or articles of any nature may be stored or permitted to remain on any Building Site outside
of the building or buildings constructed thereon, in accordance with the following standards:
• Screening. All outdoor storage shall be in a fenced open yard adequately screened.
• Location. All outdoor storage shall be located in either a side or rear yard. Displays shall not
be located on public sidewalks or streets. No outdoor storage shall be located within ten(10)
feet of a street line.
• Appearance. All outdoor storage shall have a neat and orderly appearance.
• Setback. Outdoor storage areas shall comply with all setback requirements.
• Height. The height of materials stored shall not exceed the height limitation of the
underlying zoning district.
Any permitted storage may only occur to a manner so as to not be objectionable to any
occupant of other building sites in the entire tract.
Facilities for storage of waste and rubbish shall be maintained within a screened area
in closed metal containers of type approved.
2
Each Owner and tenant shall keep its premises, buildings and improvements and
appurtenances in a safe, sightly, clean, neat and wholesome condition, and shall comply in all
respects with all governmental, health and police requirements. Each Owner and tenant shall
remove, at its own expense, any rubbish or trash of any character which may accumulate on its
property and shall keep unlandscaped and landscaped areas neat and well-maintained. Rubbish and
trash shall not be disposed of on the premises by burning in open fires or incinerators. All rubbish
and trash containers shall be properly screened by an appropriate enclosure.
G. Permanent Park Signage. No sign shall be erected,placed or otherwise installed upon
a Building Site or affixed to a Building,structure,or other improvement erected on a Building Site
until the plans for such sign shall have been approved by the City. Flashing or moving signs shall be
prohibited. Product or service replicas or models shall be prohibited,unless allowed per the Unified
Development Ordinance or
The location,size,design and color of all signs must be in keeping with the character
of the Park. Monument signs shall provide a minimum landscaped area equal to 3 times the size of
the monument sign utilizing ornamental trees and shrubs,ground cover,rock beds,flowers,or other
decorative treatments.
1. Park Entry Signs. Park Entry Signs shall be utilized to identify the
development as whole and not individual businesses. Four Park Entry Signs shall be permitted,each
with a maximum height of 18' and a maximum sign face of 128 sq. ft. Individual Building
Monument signs shall have a maximum height of 8' and a maximum sign face of 64 sq. ft.
2. Construction Signs. A temporary wood,metal,or plastic sign will be allowed
during the construction of a building project. Such signs may be either single or double faced with
each face having a maximum area of fifty square feet for building sites,less than three(3)acres and
eighty square feet for building sites of three (3) acres or more. All signs permitted under this
provision will be removed immediately upon issuance of an occupancy permit for any building
constructed on the site.
3. For Sale or Lease Signs. A temporary wood, metal, or plastic sign may be
erected on a developed building site to offer the property for sale or lease. One(1)such sign,having
a maximum area of thirty (30) square feet,will be authorized for each building site.
4. Temporary Signs. Paper signs,stickers,transfers,signs printed or affixed to,
or visible through the windows, doors or exterior walls of a building or other signs of a temporary
character or purpose, regardless of the composition of the sign or the materials used therefore, are
expressly prohibited.
H. Landscaping. All open areas on any building site not occupied by buildings,storage,
parking,access roads and loading shall be suitably graded with a slope not to exceed 3:1 to allow for
mowing,and drainage and shall be maintained in lawn,trees,and/or shrubs,including lawn irrigation
in all such areas. It is the intent of these regulations to provide a park-like setting for the buildings,
3
as well as to screen objectionable areas and to use best efforts to preserve existing trees on its
building site. All sites should consider some type of perennial planting at drive entrances to the
building site.
Except as hereinafter provided,all lots are required to provide a minimum landscape
buffer of fifteen feet(15')for visual screening along public right-of-way,utilizing deciduous shade
and ornamental trees, evergreen trees and shrubs as well as encouraging well-designed berms to
integrate with the natural topography of the site. No paving, be it for roads, parking, loading,
storage,or walks,shall be permitted in this area. Within this buffer area,trees and/or shrubs shall be
planted to provide an effective continuous screen at least six feet (6') high within eighteen (18)
months after initial planting.
Specifically,each building site shall include a minimum of one(1)two and one-half
(2-`/z) inch caliper hardwood or evergreen tree for each two thousand five hundred(2,500) square
feet of pervious/ green space area, to be planted in islands or planting strips within or adjacent to
the paved area. Evergreen shrubs two and one-half (2-%:) to three (3) feet in height may be
substituted for twenty(20) percent of the trees as required above.
Building sites shall be landscaped in accordance with the general landscaping plan for
the Park.
For all building sites, the front and side yard planting areas shall contain suitable
ground cover and a minimum of one 0)tree for each thirty(30) feet of Building Site frontage and,
with respect to Building Sites adjoining a street, one (1) tree and three (3) shrubs for each ten (10)
automobile parking stalls located thereon. Each deciduous shall be at least two and one-half(2-`/2)
inches in diameter at ground level at the time of planting. In addition to the tree and shrub
requirements,there shall be 75 sf decorative planting bed(perennial flowers,small shrubs and non-
turf ground covers)per 100 lineal feet of street frontage. The cost or value of the landscaping for a
Building Site on a Street,including sodding,seeding(north property line along rail tracks only),and
lawn irrigation shall not be less than one(1)percent of the cost of buildings and improvements up to
$5,000,000, and an additional one (1) percent of the cost for each additional $100,000. The cost of
buildings and improvements, for the purposes of this Section,may be determined by the estimated
cost used by an owner or tenant in obtaining a building permit for such improvements.
The landscape development,having been installed,shall be maintained by Owner in a
neat and adequate manner,which shall include the mowing of lawns,trimming of hedges,other such
maintenance and watering including the installation of lawn irrigation on all sites.The landscaping
shall be implemented and completed within six (6) months after completion of the building.
I. Exterior Lighting. Lighting of buildings and public areas, such as parking,plazas,
landscaping,fountains,sculptures,and walkways is required. All site lighting will be accomplished
by using concealed source fixtures with a minimum average illumination in accordance with the
requirements of the City of Riverside,Missouri. All exterior lighting will be metal halide or white in
color and constant in nature, specifically excluding traveling,flashing or intermittent illumination of
4
any kind and must be so arranged or shielded as to avoid glare or reflection onto any adjacent
existing or proposed streets,highways,ponds or building sites. Pole mounted fixtures will have a
maximum pole height of twenty-eight(28) feet, including the base.
J. Underground Utilities,Pipes,Etc. No pipe,conduit,cable,line or the like for water,
gas, sewage, drainage, steam, electricity, or any other energy or service shall be installed or
maintained upon any building site (outside of any building)above the surface of the ground.
K. Fencing. All fencing on any building site shall be compatible with the building
materials used in the construction of the major structure on said building site. All metal fencing shall
be black vinyl coated or with mesh screen and shall be screened by landscaping from view from
existing or proposed streets, highways and contiguous building sites. Fencing shall be limited to
8'high at side and rear yards. Front yards shall be decorative in appearance with a maximum height
of 3' above grade.
L. Animals. No livestock,poultry or other animals shall be kept on any part of the Park
M. Miscellaneous. Each building site in Horizons Business Park is subject to all present
and future applicable laws and ordinances, including without limitation the Unified Development
Ordinance of the City of Riverside,Missouri with special attention directed to the following sections
thereof applicable to all PD Planned Development Districts,pertaining to the following:
1. Smoke Control
2. Control of Dust& Dirt, Fumes, Vapors and Gases
3. Noise control
4. Control of odors
5. Glare and heat control
6. Vibration control
7. Storage and waste disposal
5
Premium Waters
Johnson Controls
r
I;
II
1
MINUTES
REGULAR MEETING
PLANNING AND ZONING COMMISSION
RIVERSIDE, MISSOURI
Thursday,June 27,2013
7:00 p.m.
The Planning and Zoning Commission for the City of Riverside,Missouri,met in regular session at
Riverside City Hall,2950 NW Vivion Road, Riverside,Missouri.
Chair Al Bowman called the meeting to order at 7:00 p.m. Answering roll call were Ray Uhl,Harold
Snoderley, Stephen King,Art Homer,and Steven Kaspar. Also present: Jackie Carlson Planning and
Business Services,Keith Payne Assistant Fire Marshall,and Community Development Assistant Sarah
Wagner. Members absent were Jim Frakes,Mike Soler, Mike Lombardo,and Mayor Kathy Rose
Approval of Minutes of Commissioner Snoderley moved to approve the minutes of June
June 13,2013 13,2013,seconded by Commissioner King.
Motion passed 6-0.
I
Public Hearing- Chair Bowman opened the Public Hearing at 7:01 p.m.
Rezoning Lots 1,2,3 and 5
Argo Innovation Park Jackie Carlson explained that the applicant for this request is the
City. This request came for a discussion the City had with
Premium Waters about some temporary gravel parking while they
study the need for expansion. The City found that only a portion
of the land was rezoned to PD in 2007 and the remainder was still
zoned GP-I. With this request the City saw the opportunity to
clean up the zoning of the property in this plat. Jaclue went on to
explain that with this rezoning also comes a few minor changes to
the PD regulations associated with the property. This includes a
section regarding the temporary gravel parking.
Commissioner Kaspar asked what Premium Waters would do for
additional parking if they did expand.
Carlson replied that it would be something they would need to
consider and possibly acquire additional land to the east.
Commissioner Uhl asked about the type of gravel being used.
Carlson replies that there are no specific requirements in the PD
regulations for the type or depth of the gravel,but they are
required to submit a plan for review with that information.
1
i
Rick Turley,Plant Manager for Premium Waters addressed the
Commission. He said he was there tonight to enlist the support of
the Planning Commission for the temporary parking. They have
gotten more business than expected and will be adding 100 more
new jobs. As a result they have more truck then they expected.
This temporary parking will help to alleviate some of the truck
backup on to Mattox Road.
Having no further comments Chair Bowman closed the public
hearing at 7:12 p.m.
Commissioner King moved to recommend approval of the
rezoning of Lots 1,2,3 and 5 of Argo Innovation Park to the
Board of Aldermen,seconded by Commissioner Uhl.
Motion passed 6-0.
Public Hearing-Special Chair Bowman opened the Public Hearing at 7:13 p.m.
Use Permit 4825 NW 41"
Street Carlson explained that the applicant,North Point Development
was requesting a special use permit for outdoor storage at Horizons
Spec 111 building. At this time PFONIstar occupies a majority of the
building leaving approximately 50 feet of unoccupied space for lease.
North Point has a potential tenant but they would require outdoor
storage. The approved PD regulations for this area allow for outdoor
storage with the application and approval of a special use permit. The i
storage will be locates on the southwest corner of the building and will
be surrounded by an 8 foot wall and 8 foot black powder coated vinyl
chain-link fence with black mash screening. This area will abut
Gallagher's truck took and was originally planned to have dock doors
and be a shared truck dock between this building and Gallagher. The
applicant is proposing additional landscaping as well.Staff does
recommend approval of this request with conditions as follows:
Maximum storage area is 0.5 acres
-
All materials being stored are associated with the business that has the
storage area
-Storage areas are located in a side or rear year at least 10 feet born the
street
-Storage areas are fenced,screened,and kept in an orderly manner.
-Stored materials shall not exceed the height of the fence.
-Review of the Special Use Permit only if there aro code violations or a
tenant change
Commissioner Kaspar asked what types of material will be stored.
Brent Miles with North Point replied that conduit and spools of wire
would be stored in this area. They will also have 24 hour security.
North Point originally wanted to put this tenant in Spec H but felt that
the outdoor storage would be too visible at that location. In addition,
the upkeep and storage requirements for this tenant will be written into
2
a penalty clause
Commissioner Homer asked what the view would be from the office
portion of Horizons.
Mites replied that some of the offices close to the transition area
between the industrial portion and the office portion may be able to we
into the storage yard for a s second story office or higher.
Commissioner Snoderley asked what surface the material would be
stored on.
Miles replied that it would be concrete.
Commissioner Kaspar commented that North Point has done so good
with developing this area without any outdoor storage. He questioned if j
it would change the feel of the park and said he was ok with the outdoor
storage this time but likely would not be in the future.
Chair Bowman noted that he would like to see the SUP expire with this j
tenant and if another tenant would like to do outdoor storage that it must
come back before the Planning Commission and Miles agreed.
Chair Bowman closed the public Hearing at 7:33 p.m.
Commissioner King moved to recommends approval of the special use
permit for outdoor storage at 4825 NW 41°Street to the Board of I
Aldermen with the following conditions:
-Maximum storage area is 0.5 acres
-Al I materials being stored are associated with the business that has the
storage area
-Storage areas are located in a side or rear year at least 10 feet from the
street i
-Storage areas are fenced,screened,and kept in an orderly manner.
-Stored materials shall not exceed the height of the fence.
-Review of the Special Use Permit only if there are code violations.
-If the tenant leaves then the Special Use Permit expires. j
Commissioner Snoderley seconded and the motion passes 6.0.
Adjourn Commissioner King moved to adjourn, seconded by
Commissioner Uhl.
Motion passed 6-0 and the meeting was adjoum at 7:58 p.m.
i
Sarah Wagner
Community Development
3
i
I
CITY OF City of Riverside
�R VERSA Staff Analysis Report
l_MISSOURI PC13-15: Argo Innovation Park Lots
upstream rrom ordinary. 1, 2, 3 and 5 Rezoning
General Information
Applicant: City of Riverside
Location: Lots 1, 2,3 and 5 of Argo Innovation Park
Application: Rezone from General Planned Industrial(GP-I) to Planned Development(PD)
Requested Zoning: PD-Planned Development
Existing Land Use: Light Industrial and Undeveloped
Proposed Land Use: Light Industrial
Site Area: 60.45 Acres
Procedure: The procedure for a rezoning requires a public hearing before the Planning Commission after at least
15 days notice has been given in a newspaper of general circulation and mailings to property owners within 185
feet of the proposed project. The public notification requirements have been fulfilled for this application.
Introduction: The requested action is to rezone approximately eighteen(60)acres from "GP-I: General Planned
Industrial'to"PD: Planned Development",which is located south of Highway 9 and west of Horizons Parkway
and includes Johnson Controls and Premium Waters. The property in question is owned by the City of Riverside
and the Industrial Development Authority.
Analysis: The property in question is currently zoned both "GP-1: General Planned Industrial'and"PD Planned
Development." The City is requesting that all of the property be rezoned to an industrial PD. The UDO states
that the GP District shall be a holding district,no development shall occur within the GP District until the
property has been rezoned. This requirement of the UDO was specifically put in place so that the Planning
Commission and Board of Aldermen would have the ability to review development plans for each property with
the Horizons area to ensure that it meets the Master Plan approved by the City. The UDO also sets the minimum
standards that all developments must meet within the City including architectural design and materials,
landscaping and buffering, parking, lighting,and setbacks.
In 2007 all property owned by the City in Horizons was rezoned to PD. At this time Argo Innovation Park was
not yet established. Thus, the 2007 rezoning included only the western portion of what would become Lots 1,3,
and 5 of the Argo Innovation Park Plat which was approved and recorded in January of 2011. The remaining
portions of Lots 1, 3,and 5 as well as Lots 2, 4 and 6 have never been rezoned. In March of 2011 the final
development plan for Johnson Controls was approved for Lot 3 and the final development plan for Premium
Waters was approved in January of 2012 for Lot 1. In March of this year Lots 4 and 6,owned by Don Coleman,
were rezoned to PD. The City feels it necessary to clean up this area and have only one zoning designation per lot
as well as have all lots owned by the City governed under the same PD regulation for this plat and to be in
conformance with the UDO.
The City is proposing to keep a majority of the original 2007 approved PD regulations feeling that they still meet
the initial intent of this area. Staff has added in provisions to allow for some modification to the parking
requirement allowing for temporary gravel parking for business experiencing rapid growth as long as they get
approval from the City and meet certain standards.
Recommendation: Staff recommends approval of the request to rezone property from GP-1 to PD as it conforms
with what the Master Plan calls out for development in Horizons and fits with the general development standards
of the surrounding area.
Attachments:
- Proposed Planned Development Regulations
- Project Location Map
EXHIBIT "A"
Horizons Business Park "PD" Regulations
(Argo Innovation Park Lots 1, 2, 3 and 5)
A. Buildine Lines. No building or structure shall be erected nearer than thirty(30)feet
from any existing or proposed street right of way. The side yards shall have a minimum aggregate
total of sixty(60)feet from the property lines,but no side yard shall be less than thirty(30)feet. The
rear setback line shall be a minimum of thirty (30) feet from the property line.
B. Building Materials and Construction. All buildings and other structures within
Horizons Business Park shall be constructed of attractive exterior sides of high quality materials
including masonry, concrete, structural clay tile, glass, and metal when used in an incidental role.
Specific materials which will be excluded include exposed (i) galvanized sheet metal, (ii)
nondecorative cinder or concrete block,and (iii)double T concrete panels. Exterior mechanical or
electrical equipment, including,but not limited to, HVAC equipment shall be so placed or screened
that the predominant design lines of the building or structure continue without visual distraction or
interruption. If the function of the building or structure dictates placement of such equipment in such
a manner or location that the building exterior walls themselves are unable to screen the equipment
from view of adjacent existing or proposed streets or highways, they must be separately screened
using materials compatible with the approved building materials and the height of such screening
shall be equal to the height of the equipment to be screened; or with acceptable landscaping.
Accessory buildings, enclosures, appurtenant structures to, or extrusions from, any building or
structure shall be of similar or compatible materials, design and construction.
C. Building Material Colors. Color of materials used on the construction of all
buildings, enclosures, and appurtenant structures will present a predominantly warm earth tone
appearance.
D. Parking. Employee,customer,owner or tenant parking shall be the responsibility of
the property owners and they shall provide all necessary parking facilities entirely on their property.
Parking on private or public streets or highways within the subject property is expressly prohibited.
Except as otherwise provided for herein.al l parking areas and drives and access shall be paved with
an impervious surface equal to asphalt or concrete and maintained by the owner in a sightly and
well-kept condition. Each parking space provided shall be designated by white lines painted on the
paved surfaces and shall be adequate in area.
No parking spaces, parking aisles or roadways, except the access way, shall be
permitted within the front fifteen (15) feet of the front setback. If parking spaces are provided in
front of the building the vehicles shall be screened from the road by walls,earth berms,and/or plant
material equal to the height and length of the area.
Adequate off-street parking shall be provided by each Owner and tenant for its
customers,employees and visitors;and the parking requirements set forth in the appropriate section
of the Riverside,Missouri Unified Development Ordinance shall be used as minimum guidelines in
determining minimum parking requirements.
Businesses experiencing rapid growth may submit a request to the Director of
Community Development to allow temporary gravel overflow truck parking. Parking may be
allowed in accordance with the following standards:
• A site plan identifying the parking area, parking lot size and specifications for base and
gravel must be submitted for review prior to the parking being installed.
• The parking area shall not impede public safety.
• The maximum timeframe for the temporary gravel overflow truck parking is 18 months. At
the end of the timeframe,the area must either accommodate a building/building expansion,
become green space or be paved per City approvals and regulations.
• An agreement outlining the specifics for the temporary gravel overflow truck parking shall be
signed by the appropriate business representative and the Director of Community
Development.
E. Off-Street Loading. Provision for handling all truck service must be totally within the
building site. No loading docks may be on any street frontage, unless properly screened and
approved. All loading shall be paved with an impervious surface equal to asphalt or concrete. All
side and rear loading service areas shall be properly screened from view from all existing or
proposed streets, roads, or highways by walls, earth berms, and/or plant material.
F. Outside Storage and Equipment. Outside storage of any type, including, but not
limited to; materials, supplies, equipment, finished products or semi-finished products, raw
materials,or articles of any nature may be stored or permitted to remain on any Building Site outside
of the building or buildings constructed thereon, in accordance with the following standards:
• Screening. All outdoor storage shall be eentRi ,tea ivithin _ fully e_telesed building a in a
fenced open yard adequately screened.
• Location. All outdoor storage shall be located in either a side or rear yard. Displays shall not
be located on public sidewalks or streets. No outdoor storage shall be located within ten(10)
feet of a street line.
• Appearance. All outdoor storage shall have a neat and orderly appearance.
• Setback. Outdoor storage areas shall comply with all setback requirements.
• Height. The height of materials stored shall not exceed the height limitation of the
underlying zoning district.
Any permitted storage may only occur in a manner so as to not be objectionable to any
occupant of other building sites in the entire tract.
Facilities for storage of waste and rubbish shall be maintained within a screened area
in closed metal containers of type approved.
2
Each Owner and tenant shall keep its premises, buildings and improvements and
appurtenances in a safe, sightly, clean, neat and wholesome condition, and shall comply in all
respects with all governmental, health and police requirements. Each Owner and tenant shall
remove, at its own expense, any rubbish or trash of any character which may accumulate on its
property and shall keep unlandscaped and landscaped areas neat and well-maintained. Rubbish and
trash shall not be disposed of on the premises by burning in open fires or incinerators. All rubbish
and trash containers shall be properly screened by an appropriate enclosure.
G. Permanent Park Signage. No sign shall be erected,placed or otherwise installed upon
a Building Site or affixed to a Building, structure,or other improvement erected on a Building Site
until the plans for such sign shall have been approved by the City. Flashing or moving signs shall be
prohibited. Product or service replicas or models shall be prohibited,unless allowed per the Unified
Development Ordinance or
The location,size,design and color of all signs must be in keeping with the character
of the Park. Monument signs shall provide a minimum landscaped area equal to 3 times the size of
the monument sign utilizing ornamental trees and shrubs,ground cover,rock beds,flowers,or other
decorative treatments.
1. Park Entry Signs. Park Entry Signs shall be utilized to identify the
development as whole and not individual businesses. Four Park Entry Signs shall be permitted,each
with a maximum height of 18' and a maximum sign face of 128 sq. ft. Individual Building
Monument signs shall have a maximum height of 8' and a maximum sign face of 64 sq. ft.
2. Construction Signs. A temporary wood,metal,or plastic sign will be allowed
during the construction of a building project. Such signs may be either single or double faced with
each face having a maximum area of fifty square feet for building sites, less than three(3)acres and
eighty square feet for building sites of three (3) acres or more. All signs permitted under this
provision will be removed immediately upon issuance of an occupancy permit for any building
constructed on the site.
3. For Sale or Lease Signs. A temporary wood, metal, or plastic sign may be
erected on a developed building site to offer the property for sale or lease. One(1)such sign,having
a maximum area of thirty (30) square feet, will be authorized for each building site.
4. Temporary Signs. Paper signs,stickers,transfers,signs printed or affixed to,
or visible through the windows, doors or exterior walls of a building or other signs of a temporary
character or purpose, regardless of the composition of the sign or the materials used therefore, are
expressly prohibited.
H. Landscaping. All open areas on any building site not occupied by buildings,storage,
parking,access roads and loading shall be suitably graded with a slope not to exceed 3:1 to allow for
mowing,and drainage and shall be maintained in lawn,trees,and/or shrubs,including lawn irrigation
in all such areas. It is the intent of these regulations to provide a park-like setting for the buildings,
3
as well as to screen objectionable areas and to use best efforts to preserve existing trees on its
building site. All sites should consider some type of perennial planting at drive entrances to the
building site.
Except as hereinafter provided,all lots are required to provide a minimum landscape
buffer of fifteen feet(15')for visual screening along public right-of-way,utilizing deciduous shade
and ornamental trees, evergreen trees and shrubs as well as encouraging well-designed berms to
integrate with the natural topography of the site. No paving, be it for roads, parking, loading,
storage,or walks,shall be permitted in this area. Within this buffer area,trees and/or shrubs shall be
planted to provide an effective continuous screen at least six feet (6') high within eighteen (18)
months after initial planting.
Specifically, each building site shall include a minimum of one (1)two and one-half
(2-'/2) inch caliper hardwood or evergreen tree for each two thousand five hundred (2,500) square
feet of pervious/ green space area, to be planted in islands or planting strips within or adjacent to
the paved area. Evergreen shrubs two and one-half (2-'/z) to three (3) feet in height may be
substituted for twenty (20) percent of the trees as required above.
Building sites shall be landscaped in accordance with the general landscaping plan for
the Park.
For all building sites, the front and side yard planting areas shall contain suitable
ground cover and a minimum of one (1) tree for each thirty (30) feet of Building Site frontage and,
with respect to Building Sites adjoining a street, one (1) tree and three (3) shrubs for each ten (10)
automobile parking stalls located thereon. Each deciduous shall be at least two and one-half(2-'/I)
inches in diameter at ground level at the time of planting. In addition to the tree and shrub
requirements,there shal I be 75 sf decorative planting bed(perennial flowers,small shrubs and non-
turf ground covers) per 100 lineal feet of street frontage. The cost or value of the landscaping for a
Building Site on a Street, including sodding,seeding(north property line along rail tracks only),and
lawn irrigation shall not be less than one(1)percent of the cost of buildings and improvements up to
$5,000,000, and an additional one (1) percent of the cost for each additional $100,000. The cost of
buildings and improvements, for the purposes of this Section, may be determined by the estimated
cost used by an owner or tenant in obtaining a building permit for such improvements.
The landscape development,having been installed,shall be maintained by Owner in a
neat and adequate manner,which shall include the mowing of lawns,trimming of hedges,other such
maintenance and watering including the installation of lawn irrigation on all sites. The landscaping
shall be implemented and completed within six (6) months after completion of the building.
1. Exterior Lighting.ting. Lighting of buildings and public areas, such as parking, plazas,
landscaping, fountains,sculptures,and walkways is required. All site lighting will be accomplished
by using concealed source fixtures with a minimum average illumination in accordance with the
requirements of the City of Riverside,Missouri. All exterior lighting will be metal halide or white in
color and constant in nature,specifically excluding traveling, flashing or intermittent illumination of
4
any kind and must be so arranged or shielded as to avoid glare or reflection onto any adjacent
existing or proposed streets, highways, ponds or building sites. Pole mounted fixtures will have a
maximum pole height of twenty-eight (28) feet, including the base.
J. Underground Utilities,Pipes,Etc. No pipe,conduit,cable, line or the like for water,
gas, sewage, drainage, steam, electricity, or any other energy or service shall be installed or
maintained upon any building site (outside of any building) above the surface of the ground.
K. Fencina. All fencing on any building site shall be compatible with the building
materials used in the construction of the major structure on said building site. All metal fencing shall
be black vinyl coated or with mesh screen and shall be screened by landscaping from view from
existing or proposed streets, highways and contiguous building sites. Fencing shall be limited to
8'high at side and rear yards. Front yards shall be decorative in appearance with a maximum height
of 3' above grade.
1.. Animals. No livestock,poultry or other animals shall be kept on any part of the Park
M. Miscellaneous. Each building site in Horizons Business Park is subject to all present
and future applicable laws and ordinances, including without limitation the Unified Development
Ordinance of the City of Riverside,Missouri with special attention directed to the following sections
thereof applicable to all PD Planned Development Districts, pertaining to the following:
I. Smoke Control
2. Control of Dust & Dirt, Fumes, Vapors and Gases
3. Noise control
4. Control of odors
5. Glare and heat control
6. Vibration control
7. Storage and waste disposal
5
EXHIBIT D
DEVELOPMENT AND LANDSCAPING PLANS
See Ordinance No. 1380 attached hereto.
19 WA 6595112.1
BILL NO. 2015-006 ORDINANCE NO. QV0
AN ORDINANCE APPROVING A FINAL DEVELOPMENT PLAN FOR LAND
LOCATED AT 4301 NW MATTOX RD., RIVERSIDE, MISSOURI, IN ACCORDANCE
WITH THE UNIFIED DEVELOPMENT ORDINANCE OF THE CITY OF RIVERSIDE
WHEREAS, Application No. PC15-04 was submitted to the City by Premium Waters,
Inc. for approval of a Final Development Plan for construction of an approximately
105,000 square foot expansion of industrial facility ("Development Plan") located on an
approximately 20 acre tract of land at 4301 NW Mattox Rd., Riverside, Missouri;
WHEREAS, the Planning Commission held a meeting on January 22, 2015 to consider
said application and recommended that the Development Plan be approved;
WHEREAS, City Staff finds said application to be in conformance with the standards set
forth in the Unified Development Ordinance and the goals established in the
Comprehensive Master Plan and recommends approval of the application; and
WHEREAS, the Board of Aldermen find that: (1) the application is in conformance with
the standards set forth in the Unified Development Ordinance and the goals established
in the Comprehensive Master Plan; (2) the Development Plan is deemed to be in
substantial compliance with the approved preliminary development plan; and (3) it is in
the best interests of the City in order to further the objectives of industrial and economic
development of the City, as well as in furtherance of the objective to protect the health,
safety, and welfare of the businesses and citizens of the City, to approve the
Development Plan 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 DEVELOPMENT PLAN.
It is in the best interests of the City in order to further the objectives of industrial and
economic development of the City, as well as in furtherance of the objective to protect
the health, safety, and welfare of the businesses and citizens of the City, to approve the
Development Plan, attached hereto as Exhibit A and incorporated herein, for
development of property located at 4301 NW Mattox Rd., Riverside, Missouri, and
legally described as set forth on Exhibit B attached hereto and incorporated herein, and
such Development Plan is hereby approved, subject to the continued compliance
provided herein, to allow for the construction of an industrial facility according to such
plan.
SECTION 2 — CONTINUING COMPLIANCE. The following continuing compliance
obligations shall apply with regard to the Development Plan approved for development
of the property:
1. The approval of the Development Plan does not relieve the
developer from compliance with all other applicable local, state and
WA 6569420.1
federal laws, codes, ordinances, and regulations. The developer is
required to request and obtain approval for all necessary permits to begin
constructing the development.
SECTION 3 — AUTHORITY GRANTED. The Mayor, the City Administrator, Special
Counsel to the City, 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 ordinance an 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 4 — EFFECTIVE DATE. This ordinance shall be in full force and effect from
and after the date of 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 3nd day of February, 2015.
r , .
Kathleen L. Rose, Mayor
A 71r•
Robin Littrell, ity Clerk
• , ' A roved as to form:
SpeniaIC
e Britt & Browne LLP
Spensel tothe City
by Jar
2 WA 6569420.1
EXHIBIT A
FINAL DEVELOPMENT PLAN
3
WA 6569420.1
Premium Waters Building Addition
Final Development Plans -
Lots 1 & 2 Argo Innovation Park 2nd Plat _
Riverside, Platte County, Missouri
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EXHIBIT B
LEGAL DESCRIPTION
Lot 1 and Lot 2 of Argo Innovation Park
4 WA 6569420.1
CITY of City of Riverside
RIVERS Staff Analysis Report
Qps� MISSOURI Case Number PC 15-04, Final Development Plan
�',. '.aMary 4301 NW Mattox Road—Premium Waters
General Information
Applicant: Premium Waters
Location: 4301 NW Mattox Road
Application: Final Development Plan for 105,000 s.f. expansion
Zoning: PD Planned Development
Existing Land Use: Developed—existing 165,000 s.f. building
Proposed Land Use: Expand building for additional warehouse space
Final Development Plan: Final Development Plan will be reviewed by the Planning Commission and
the Board of Aldermen for approval.
Site Area: 14.4 acres existing lot and purchasing 6.5 acres from the City
Building Size: 165,000 s.f. existing, 105,000 s.f, expansion=270,000 s.f.total
Analysis
Site Layout: The proposed expansion will be utilized for warehouse space and is needed to
accommodate the company's growing business. It will extend the building on the backside/east end.
Due to the shape of the lot and angel of the railroad,the expansion will create a stair step shape.
Included with the expansion are 2 new dock doors on the south side, 6 dock doors on the north side,and
the necessary paved areas to handle truck movements.
Parking: The parking area is located at the front of the building and wi 11 not be altered. The existing
parking spaces are sufficient to serve the expansion.
Infrastructure: All infrastructure is available on the site. Stromwater will be directed south from the
building and enter the regional detention system.
Outdoor Storage: There will be no outdoor storage associated with this expansion, however, additional
trailer parking will be located to the east.The expansion will allow for the approved future truck parking
intended for the northwest corn of the lot along Mattox. Road to be removed.
Landscaping: Existing landscaping is in place along the west side of the building,which will remain.
Additional trees will be added to the greenspace to the northwest of the building. A three foot berm will
be constructed on the east side of the property that will be heavily landscaped in order to help screen the
additional truck parking. A total of 42 new trees will be planted.
Building Design: The proposed expansion aims to maintain the architectural character of the existing
building while being considerate of today's design standards. The expansion will match the existing
building materials—pre-cast concrete panels. This will create a cohesive design along the entire building.
Signage: No new signage is proposed with the expansion.
Page 1 of 2
Lighting:No new pole lighting will be installed with the expansion. A few small wall pack lights may be
included on the building. They will match the existing light fixtures.
Comprehensive Master Plan Throughout the development of the Comprehensive Master Plan it was
articulated by participants that improving community image/character and the quality and design of
buildings was a key concern.Additionally,the Comprehensive Master Plan identifies the site as part of
the `Horizons Development',which is ultimately envisioned to include a mix of innovation and industry,
mixed use, destination office, destination retail and recreation.
Recommendation
Staff finds the application in conformance with the standards set forth in the UDO and the goals
established in the Comprehensive Master Plan and therefore recommends approval of the application.
Attachments
• Location Map
• Final Development Plan: Site Plan
• Building Elevations
• Landscaping Plan
Page 2 of 2
EXHIBIT E
CHAPTER 100 MASTER AMENDMENT
20 WA 6595112.1
Draft.May 12,2015
FIRST AMENDMENT OF LEASE AGREEMENT,
MEMORANDUM OF LEASE AGREEMENT AND
MEMORANDUM OF PERFORMANCE AGREEMENT
by and between
CITY OF RIVERSIDE,MISSOURI
and
PREMIUM WATERS,INC.
Dated as of May_,2015
Relating to
$10,000,000
TAX-EXEMPT INDUSTRIAL REVENUE BONDS
(PREMIUM WATERS,INC.PROJECT)
SERIES 2012A
$5,000,000
SUBORDINATE TAXABLE INDUSTRIAL REVENUE BONDS
(PREMIUM WATERS,INC.PROJECT)
SERIES 2012B
FIRST AMENDMENT OF LEASE AGREEMENT AND
MEMORANDUM OF LEASE AGREEMENT
THIS FIRST AMENDMENT OF LEASE AGREEMENT AND MEMORANDUM OF
LEASE AGREEMENT (the "First Amendment"), dated as of May _, 2015, is made and entered into
by and between CITY OF RIVERSIDE, MISSOURI, a fourth-class city organized and existing under
the laws of the State of Missouri(the"Issuer"), as lessor,and PREMIUM WATERS,INC.,a Minnesota
corporation(the"Company"),as lessee
WITNESSETH:
WHEREAS, the Issuer is authorized and empowered pursuant to the provisions of Article VI,
Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200, inclusive, of the
Revised Statutes of Missouri, as amended (collectively, the "Act"), to purchase, construct, extend and
improve certain projects(as defined in the Act)and to issue industrial development revenue bonds for the
purpose of providing funds to pay the costs of such projects and to lease or otherwise dispose of such
projects to private persons or corporations for manufacturing, commercial, warehousing and industrial
development purposes upon such terms and conditions as the Issuer shall deem advisable; and
WHEREAS, pursuant to the Act, the governing body of the Issuer issued its $10,000,000
maximum principal amount of Tax-Exempt Industrial Revenue Bonds (Premium Waters, Inc. Project),
Series 2012A (the "Series 2012A Bonds") and $5,000,000 maximum principal amount of Subordinate
Taxable Industrial Revenue Bonds (Premium Waters, Inc. Project), Series 2012B (the "Series 2012B
Bonds,"the Series 2012A Bonds and the Series 2012B Bonds collectively,the"Bonds"), for the purpose
of acquisition,construction and equipping of an approximately 165,000 square foot manufacturing facility
with related office space to be located on approximately 14.4 acres generally located at 4301 NW Mattox
Road in Riverside, Missouri (the "Project Site"), and constructing facilities thereon, including fixtures
relating thereto (the "Project Improvements," and with the Project Site collectively the "Project Real
Property"),to be used for manufacturing purposes.
WHEREAS, the Issuer leased the Project Site to the Company pursuant to a Lease Agreement
dated as of February 1, 2012 (the"Lease").
WHEREAS, the Issuer and the Company entered into a Memorandum of Lease Agreement dated
as of February 1, 2012(the"Memorandum of Lease")to provide notice of the Lease in the real property
records of Platte County, Missouri and the Memorandum of Lease was recorded on March 1, 2012 in
Book 1186 at Page 735.
WHEREAS, the Issuer and the Company entered into a Performance Agreement dated as of
February 1, 2012 (the "Performance Agreement") and Memorandum of Lease Agreement dated as of
February 1, 2012 (the "Memorandum of Performance Agreement") to provide notice of the
Performance Agreement in the real property records of Platte County, Missouri and the Memorandum of
Performance Agreement was recorded on March 1, 2012 in Book 1186 at Page 740.
WHEREAS, the Series 2012B Bonds are no longer Outstanding and all of the Series 2012A
Bonds are owned by Wells Fargo Bank,National Association.
WHEREAS, the Issuer and the Company desire to amend the Lease, the Memorandum of Lease,
the Performance Agreement and the Memorandum of Performance Agreement to amend the description
of the Project Site attached thereto.
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter
contained,the parties hereto covenant,agree and bind themselves as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. For all purposes of this First Amendment, except as otherwise
provided or unless the context otherwise requires, words and terms used in this First Amendment have the
same meanings as set forth in Section 1.01 of the Indenture and Section 1.01 of the Lease.
ARTICLE II
REPRESENTATIONS
Section 2.01. Representations by the Issuer. The Issuer represents and warrants as follows:
(a) The Issuer is a fourth-class city duly organized and existing under and pursuant
to the Constitution and laws of the State, including the Act, and is authorized by the Act to
execute and to enter into this First Amendment and to undertake the transactions contemplated
herein and therein and to carry out its obligations hereunder and thereunder.
(b) The Issuer has all requisite power,authority and legal right to execute and deliver
the First Amendment to which it is a party and to perform and observe the provisions thereof.
Section 2.02. Representations by the Company. The Company represents and warrants as
follows:
(a) The Company (i) is a corporation organized and existing under the laws of the
State, (ii)has organizational and other legal power and authority to enter into and to perform the
agreements and covenants on its part contained in the First Amendment (iii)has duly authorized
the execution, delivery and performance of the First Amendment.
(b) The execution and delivery by the Company of the First Amendment to which it
is a party and the performance by the Company of its obligations thereunder (i)do not violate
provisions of statutory laws or regulations applicable to the Company, (ii)do not violate its
articles of incorporation or bylaws, (iii)do not breach or result in a default under any other
agreement to which it is a party and (iv)do not violate the terms of any judicial or administrative
judgment, order, decree or arbitral decision that names the Company and is specifically directed
to it or its assets.
ARTICLE III
AMENDMENT OF THE LEASE,MEMORANDUM OF LEASE,PERFORMANCE
AGREEMENT AND MEMORANDUM OF PERFORMANCE AGREEMENT
Section 3.01. Amendment. The parties hereby amend the Lease, the Memorandum of Lease,
the Performance Agreement and the Memorandum of Performance Agreement to provide that the
attached Exhibit A be substituted for the Project Site in the Lease, the Memorandum of Lease and the
Memorandum of Performance Agreement.
-2-
Section 3.02. Tax Abatement. The parties hereby agree that the Performance Agreement
provisions that require 100% will also apply to the Exhibit A attached hereto and that any future
improvements constructed on Exhibit A shall not be entitled to any sales tax exemption for construction
materials.
ARTICLE IV
MISCELLANEOUS
Section 4.01. Applicability of the Lease, Memorandum of Lease,Performance Agreement
and Memorandum of Performance Agreement. Except as otherwise provided in this First
Amendment, the provisions of the Lease,the Memorandum of Lease,the Performance Agreement and the
Memorandum of Performance Agreement are hereby ratified, approved and confirmed and incorporated
herein. This First Amendment shall be construed as having been authorized, executed and delivered
under the provisions of Section 8.03 of the Indenture.
Section 4.02. Binding Effect. This Agreement shall inure to the benefit of and shall be
binding upon the Issuer,the Company, and their respective successors and assigns.
Section 4.03. Severability. In the event any provision of this Agreement shall be held invalid
or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
Section 4.04. Execution in Counterparts. This Agreement may be executed in several
counterparts, each of which, taken together, shall be an original and all of which shall constitute but one
and the same instrument.
Section 4.05. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State.
Section 4.06. Electronic Storage. The parties agree that the transaction described herein may
be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles,
electronic files and other reproductions of original executed documents shall be deemed to be authentic
and valid counterparts of such original documents for all purposes, including the filing of any claim,
action or suit in the appropriate court of law.
[Remainder of page intentionally left blank]
-3-
IN WITNESS WHEREOF, the Issuer and the Company have caused this First Amendment to be
executed in their respective legal names and their respective corporate seals to be hereunto affixed, and
the signatures of duly authorized persons to be attested,all as of the date first above written.
CITY OF RIVERSIDE,MISSOURI
ByLaUb 6- E46C-)
Mayor
[SEAL]
ATTEST:
By.
::ZL- 5;sy:—�
City Clerk
tFirst Amendment]
S-1
PREMIUM WATERS,INC.
By:
Name: Bernard A.Zarda
Title: Senior Vice President
[First Amendment]
S-2
CONSENT OF BONDOWNER
Wells Fargo Bank, National Association as the sole Holder of all of the Series 2012A Bonds
hereby consents to this First Amendment.
WELLS FARGO BANK, NATIONAL
ASSOCATION
By:
Name:
Its:
CONSENT OF TRUSTEE
Wells Fargo Bank, National Association as the Trustee under the Indenture hereby consents to
this First Amendment.
WELLS FARGO BANK, NATIONAL
ASSOCATION
By:
Name:
Its:
[First Amendment]
S-3
EXHIBIT A
PROJECT SITE
A-1
EXHIBIT A
LEGAL DESCRIPTION
Lot 2, ARGO INNOVATION PARK, a subdivision in the City of Riverside, Platte County,
Missouri
LESS AND EXCEPT:
All that portion of said Lot 2 described as follows:
Commencing at the northeast corner of said Lot 2; thence coincident with the east line of said
Lot 2, South 00028'55 West, 343.78 feet to the Point of Beginning; thence continuing along said
east line, South 00°28'55 West, 65.75 feet; thence continuing along said east line, North
65°23'28" West, 376.26 feet; thence continuing along said east line, South 00°28'58" West,
410.77 feet to the southeast comer thereof; thence coincident with the south line of said Lot 2,
North 65°22'38" West, 358.38 feet to the southwest corner thereof; thence coincident with the
west line of said Lot 2, North 00°16'14" East, 361.46 feet; thence departing said west line, South
89°43'35" East, 255.95 feet; thence South 65023'28" East, 455.62 feet to the Point of Beginning,
containing 164,007 square feet, or 3.765 acres, more or less.
16 WA 6595112.1