HomeMy WebLinkAbout1445 Third Amendment Agreement with GSBR Associates Purchase of Land BILL NO. 2016- 003 ORDINANCE NO. lq4,l
AN ORDINANCE AUTHORIZING THE EXECUTION AND DELIVERY OF THE THIRD
AMENDMENT TO THE AGREEMENT OF PURCHASE AND SALE BETWEEN THE CITY OF
RIVERSIDE, MISSOURI AND GSBR ASSOCIATES, LLC
WHEREAS, by and through Ordinance No. 1224 passed and approved by a majority of
the Board of Aldermen and approved by the Mayor of the City of Riverside, Missouri ("Mayor")
on June 18, 2013, the Board authorized the City of Riverside, Missouri ("City") to enter into an
Agreement of Purchase and Sale ("Original Agreement') with GSBR Associates, LLC, a
Missouri limited liability company ("GSBR"), related to the purchase and sale of approximately
14 acres of land located in the City of Riverside, Missouri (the "Property"); and
WHEREAS, by and through Ordinance No. 1304 passed and approved by a majority of
the Board of Aldermen and approved by the Mayor of the City on April 15, 2014, the Board
authorized the City to enter into an Amendment to Agreement of Purchase and Sale (together
with the Original Agreement, the "Agreement') with GSBR extending the Feasibility Period, the
Due Diligence Period, and the Closing Date under the Original Agreement and agreeing to other
terms and conditions; and
WHEREAS, by and through Ordinance No. 1337 passed and approved by a majority of
the Board of Aldermen and approved by the Mayor of the City on July 15, 2014, the Board
authorized the City to enter into a Second Amendment to Agreement of Purchase and Sale
(together with the Original Agreement, the "Agreement") with GSBR extending the Feasibility
Period, the Due Diligence Period, and the Closing Date under the Original Agreement and
agreeing to other terms and conditions; and
WHEREAS, GSBR and the City desire to amend the Agreement pursuant to the Third
Amendment to Agreement of Purchase and Sale attached hereto as Exhibit A and incorporated
herein (the 'Third Amendment') to provide for a further extension of the Feasibility Period, the
Due Diligence Period, and the Closing Date under the Agreement; and
WHEREAS, the Board of Aldermen find it to be in the best interests of the City in order
to further the objectives of industrial and economic development of the City, and the terms and
conditions of the Agreement, as well as in furtherance of the objective to protect the health,
safety, and welfare of the businesses and citizens of the City, to enter into and deliver the Third
Amendment as set forth herein.
NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
SECTION 1. BEST INTEREST OF THE CITY TO APPROVE THIRD AMENDMENT. In
order to further the objectives of industrial and economic development of the City, and the terms
and conditions of the Agreement, as well as in furtherance of the objective to protect the health,
safety, and welfare of the businesses and citizens of the City, the Third Amendment attached
hereto as Exhibit A and incorporated herein is hereby approved.
SECTION 2. AUTHORITY GRANTED. The City hereby authorizes the Mayor of the City
to execute and deliver the Third Amendment, consistent with the terms of this Ordinance and
WA 7674111.1
Missouri law, and hereby authorizes the Mayor, the City Administrator, Special Counsel to the
City Spencer Fane LLP, and other appropriate City officials to take any and all actions as may
be deemed necessary or convenient to carry out and comply with the intent of this Ordinance
and to execute and deliver for and on behalf of the City all certificates, instruments, agreements
and other documents, as may be necessary or convenient to perform all matters herein
authorized.
SECTION 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect from
and after its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only, PASSED AND
APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City
of Riverside, Missouri, this 5th day of January, 2016.
Ka hleen L. Rose, Mayor
ATTEST:
Robid;'City Clerk
A d as to form:
S,p&6ne LLP
gperiat-C&nsel to the City
By Joe Bednar
2 WA 76741 11.1
EXHIBIT A
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
3 WA 7674111.1
THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
THIS THIRD AMENDMENT TO AGREEMENTDF PURCHASE AND SALE
a
(this "Amendment") is entered into and effective as of-ó2Lr 7'1, 201‘ by and
I between THE CITY OF RIVERSIDE, MISSOURI ("Seller") and GSBR ASSOCIATES,
1 LLC, a Missouri limited liability company ("Purchaser") for the purposes and
1 consideration herein expressed.
I WITNESSETH:
WHEREAS, Purchaser and Seller have previously entered into that certain
Agreement of Purchase and Sale dated as of June 26, 2013, as amended by that certain
Amendment to Agreement of Purchase and Sale dated as of April 30, 2014, and Second
Amendment to the Agreement dated as of July 15, 2014, and further amended to extend
the deadline for completion of the Feasibility Period and Due Diligence Period to
December 31, 2015, (together, the "Agreement") for the purchase and sale of
approximately fourteen(14) acres of land in the City of Riverside, Missouri; and
WHEREAS, Purchaser and Seller desire to amend the Agreement to provide for
an extension of the Feasibility Period, the Due Diligence Period, and the Closing Date;
NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
I Seller and Purchaser hereby agree as follows:
1 1. Extensions of Deadlines. The parties agree that the Feasibility Period, the
Due Diligence Period, and the Closing Date are hereby extended as follows:
Phase: Extended Deadline:
I
i Feasibility Period
April 30, 2016
Due Diligence Period
April 30, 2016
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Closing Date No later than thirty (30) days following
completion of the Due Diligence Period
2. Conflicts. Except as herein modified, the Agreement is hereby confirmed
as being in full force and effect without default on the part of either Seller or Purchaser.
I In the event of any conflict between the terms and provisions of the Agreement and this
I Amendment, the terms and provisions of this Amendment shall govern.
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3. Defined Terms. Terms not otherwise defined herein shall have the
1 meanings given to them in the Agreement.
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I 4. Counterparts. This Amendment may be executed in any number of
1 counterparts, each of which shall be deemed to be an original and all of which shall
constitute one amendment. To facilitate execution of this Amendment, the parties may
1 execute and exchange by telephone facsimile or electronic e-mail, counterparts of
1 signature pages.
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IN WITNESS WHEREOF, the undersigned have executed this Second
Amendment to Agreement of Purchase and Sale the day and year first above written.
PURCHASER:
GSBR Afl
OCIATES, LLC
By: 1 .
Name: Irwin E. Blond
Title: Manager
SELLER:
THE CIT/Y OF RIVERSIDE, RI
By: Q.f,�ietit_v • ,
Name: Kathleen L. Rose
Title: Mayor
ESCROW AGENT RECEIPTS
The undersigned Escrow Agent acknowledges receipt of this Third Amendment to
Agreement of Purchase and Sale and agrees to administer the Agreement as the same has
been modified by this Amendment.
ASSURED QUALIT TITLE COMPANY
By: / 1
N:Ce: Don Rodgers
Title: Commercial Escrow Officer
Date: /- 2e/,c _
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5701792.1