HomeMy WebLinkAbout1570 Sale Property to Riverside Horizons LLC BILL NO. 2017 - 071 ORDINANCE NO._L510
AN ORDINANCE AUTHORIZING THE SALE OF CERTAIN PROPERTY BY THE CITY TO
RIVERSIDE HORIZONS, LLC AND AUTHORIZING OTHER DOCUMENTS AND ACTIONS
RELATED THERETO (HORIZONS INDUSTRIAL VII)
WHEREAS, Briarcliff Realty, LLC, a Missouri limited liability company ("Briarcliff Realty")
and the City entered into that certain Master Development Agreement dated May 10, 2011
("MDA") which provides for the terms and conditions upon which Briarcliff Realty may purchase
certain property from the City; and
WHEREAS, Briarcliff Realty changed its name to BR NorthPoint, LLC and assigned all
of its rights and obligations under the MDA, but not its rights and obligations under the MDA
First Amendment, to Briarcliff Horizons, LLC, an affiliated entity of Briarcliff Realty, LLC pursuant
to Section 12.5(b) of the MDA; and
WHEREAS, on or about February 13, 2012, Briarcliff Horizons, LLC filed Articles of
Amendment with the Missouri Secretary of State changing its name to Riverside Horizons, LLC
("RH LLC"); and
WHEREAS, RH LLC, on or about August 1, 2017, provided the City with a Closing
Notice (attached hereto as Exhibit A) pursuant to Section 7.5(a) of the MDA stating its notice of
intent to purchase certain property in the Briarcliff Horizons Site legally described on Exhibit B
attached hereto (the "Sale Property"); and
WHEREAS, there are 435,892 square feet within the Sale Property making the purchase
price of the Sale Property, pursuant to the terms of the MDA, Two Hundred Seventeen
Thousand Nine Hundred Forty-Six and 00/100 Dollars ($217,946.00) (the "Sale Price"); and
WHEREAS, the Board of Aldermen hereby find and determine that it is in the best
interest of the City, in order to further the objectives of the TIF Plan, the objectives of industrial
and economic development of the City, and the terms and conditions of the MDA, that the City
sell the Sale Property to RH LLC for the Sale Price through a Purchase and Sale Agreement
substantially in the same form as that attached hereto as Exhibit C and to transfer the Sale
Property to RH LLC by way of a Special Warranty Deed, the form of which is attached hereto as
Exhibit D.
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, APPROVAL AND DIRECTION. It is in
the best interest of the City in order to further the objectives of the TIF Plan, the objectives of
industrial and economic development of the City, and the terms and conditions of the MDA as
well as in furtherance of the objective to protect the health, safety, and welfare of the
businesses and citizens of the City, to sell the Sale Property to RH LLC, and further that the
sale from the City to RH LLC for the Sale Price, is hereby approved; and further
that execution of a Purchase and Sale Agreement substantially as required by the MDA and a
form of which is attached hereto as Exhibit C by and between the City and RH LLC is hereby
approved; and finally
WA 10176650.1
that the representatives of the City are hereby authorized and directed to execute and deliver
the Special Warranty Deed attached hereto as Exhibit D in favor of RH LLC.
SECTION 2. AUTHORITY GRANTED. The Mayor, City Administrator, Special Counsel
to the City - Spencer Fane LLP, and other appropriate officials and employees of the City are
hereby authorized and directed to take such further action related thereto as is otherwise
necessary or desirable to carry out and comply with the intent of this Ordinance, including the
execution and delivery of documents and certificates contemplated by the Purchase and Sale
Agreement.
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 5'^ day of December, 2017.
Ka leen L. Rose, Mayor
EST: 2
i a
Robin-Kincaid Pty Clerk
Approved as to form:
Speliqer Fane LLP,
Counsel to the City
by Joe Bednar
WA 10176650.1
Exhibit A
Closing Notice
WA 10176650.1
Exhibit B
Legal Description
All of RIVERSIDE HORIZONS INDUSTRIAL VII EAST, a Replat of Lots 2 & 3, RIVERSIDE
HORIZONS EAST FIRST PLAT, a subdivision in Riverside, Platte County, Missouri, according
to the recorded plat thereof, recorded November 9, 2017 as Document No. 2017015027 in Plat
Book 21 at Page 325.
WA 10176650.1
Exhibit C
Form of Purchase and Sale Agreement between the City and Riverside Horizons, LLC
WA 10176650.1
Exhibit D
Form of Special Warranty Deed from the City to Riverside Horizons, LLC
WA 10176650.1
AGREEMENT OF PURCHASE AND SALE
BETWEEN
THE CITY OF RIVERSIDE,MISSOURI("SELLER')
AND
RIVERSIDE HORIZONS,LLC(-PURCHASER)
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of the
Effective Date hereinafter defined by and between the CITY OF RIVERSIDE, MISSOURI, a fourth
class city organized and existing under the laws of the State of Missouri ("Seller" and "City"), and
RIVERSIDE HORIZONS,LLC,a Missouri limited liability company,and/or its assigns("Purchaser").
All capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in
the MDA unless the context clearly requires otherwise. In consideration of the agreements contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,Seller and Purchaser hereby agree as follows:
RECITALS:
WHEREAS, Briarcliff Realty, LLC and Seller entered into a Master Development Agreement for
the development of the Briarcliff Horizons Site dated May 10,2011 ("MDA");and
WHEREAS, Briarcliff Realty assigned its rights and obligations under the MDA to Briarcliff
Horizons,LLC,an affiliated entity of Briarcliff Realty pursuant to Section 12.5(b)of the MDA;and
WHEREAS, on or about February 13,2012 Briarcliff Horizons, LLC filed articles of amendment
with the Missouri Secretary of State changing its name to Riverside Horizons,LLC;and
WHEREAS, Seller currently owns the real property described in Exhibit A hereto (the "Land"),
which is a part of the Briarcliff Horizons Site, and wishes to sell the Land to Purchaser on the terms
herein set forth,and Purchaser wishes to purchase the Land on the terms herein set forth;
NOW, THEREFORE, in consideration of the premises, TEN AND NO/100 DOLLARS($10.00)
and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,
and the mutual undertakings of the parties hereinafter set forth, it is hereby agreed by the parties as
follows:
ARTICLE I
SALE AND PURCHASE
1.01 Sale and Purchase. The Purchase Price (the "Purchase Price") for the Land shall be
TWO HUNDRED SEVENTEEN THOUSAND, NINE HUNDRED FORTY SIX and 001100 Dollars
($217,946.00),which is based upon the MDA's purchase price of Fifty Cents($0.50)per square foot and
the Land's square footage of 435,892 square feet as set forth in the final plat prepared by Renaissance
Infrastructure Consulting according to the recorded plat thereof, recorded November 9, 2017 as
Document No. 2017015027 in Plat Book 21 at Page 325 attached hereto as Exhibit B (the "Plat").
Following the Subsequent Land Sale(as defined in the MDA) from Purchaser to Horizons Industrial VII,
LLC (which Subsequent Land Sale shall occur immediately following the Closing), Seller and Purchaser
(1893/186/CLOSING/01363720;1) I
acknowledge and agree that the outstanding balance of the Developer Capital Contribution (as defined in
the MDA)will be$578,216.
1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Fidelity
National Title Insurance Company ATM: Lolly Avant, 1400 Post Oak Blvd., Suite 740, Houston, TX
77056, Phone: 713-621-9960, FAX: 713-623-4406, Email: LAvant@fnfcom (the "Escrow Agent"), as
agent for Fidelity National Title Insurance Company (the "Title Insurer"). No Earnest Money shall be
required of Purchaser.
ARTICLE II
TITLE AND SURVEY DOCUMENTS
2.01 Title Commitment. Seller shall,within fifteen(15)days after receipt of a Closing Notice
(as defined in the MDA), at Seller's sole cost and expense, cause to be prepared and furnished to
Purchaser an updated title commitment for the Title Policy for the Land(the "Title Commitment")issued
by the Escrow Agent showing the Industrial Development Authority of the City of Riverside, Missouri as
the record title owner of the Land,by the terms of which the Escrow Agent, as agent for the Title Insurer,
agrees to issue to or for Purchaser a standard ALTA form of owner's policy of title insurance(the "Title
Policy") for the Land at the Closing in the amount of the Purchase Price, insuring Purchaser's fee simple
title to the Land to be good and indefeasible subject to the terms of such Title Policy and the exceptions
specified therein, together with readily legible copies of all documents and plats, if any, which are
referred to in the Title Commitment. Seller and Purchaser shall pay the expenses of obtaining the Title
Policy as hereinafter provided at Closing. The Title Policy shall exclude all standard pre-printed
exceptions.
2.02 Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and
furnished to Purchaser, Purchaser's legal counsel and the Escrow Agent, an updated ALTA survey (the
"Survey") of the Land prepared by a surveyor of Purchaser's choosing (the "Surveyor") as of a date
which is subsequent to the Effective Date.
2.03 Review of Title and Survey. Purchaser shall have a period of time (the "Title Review
Period')commencing on the Effective Date of the Closing Notice and ending on ten (10) days prior to
Closing in which to notify Seller in writing of any objections Purchaser has to any matters shown on the
Title Commitment. 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 all 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 fifth(5th)day after Seller's receipt of Purchaser's notice
of such Objections. 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 fifth (5th)day following the and of the Cure
Period (but no later than the Closing Date), whereupon all parties hereto or mentioned herein shall be
released and relieved of further obligations, liabilities or claims hereunder; 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 and to which Purchaser does not object on or
prior to the last day of the Title Review Period(or which are thereafter waived or deemed to be waived by
(1893/186/CIASING/01363720;1} 2
Purchaser) shall be deemed to be permitted exceptions (the "Permitted Exceptions") to the status of
Seller's title to the Land.
ARTICLE III
CONDITIONS PRECEDENT TO CLOSING
3.01 Purchaser's Conditions Precedent. Purchasers obligation to consummate the
transaction contemplated herein is conditioned upon satisfaction of Seller's performance or compliance
with all of Seller's covenants,agreements and obligations under this Agreement at or prior to the Closing.
3.02 Seller's Conditions Precedent. Sellers 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 Sellers sole
discretion:
(a) Representations and Warranties.None of the representations and warranties of
Purchaser set forth in Section 3.03 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;
(c) No Bankruptcy Proceeding. There shall not have been instituted by or against
Purchaser any bankruptcy proceeding;and
(d) Compliance with Conditions of Master Development Agreement. Purchaser
shall have performed or satisfied all of the conditions precedent of the MDA, including but not limited
to those conditions precedent set out in Section 7.5 of the MDA or set by the City pursuant to said
MDA or Section of said MDA.
3.03 Purchaser's 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 sale provided for 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, 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 Land; and
(c) 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
(18931166/CLOSING101363720;1 3
i
by the Office of Foreign Assets Control(the"List"), 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 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.
ARTICLE IV
CLOSING
4.01 Closing Date and Time. Provided that all of the conditions of this Agreement and the
MDA shall have theretofore been satisfied, the closing (the "Closing") of the purchase and sale of the
Land shall occur on or around December 15,2017,or as otherwise agreed by the parties.Either Purchaser
or Seller may, at such parties option, extend the Closing Date for up to one (1)additional ten (10) day
period,upon written notice to the other party,prior to the then scheduled Closing Date.The date on which
the Closing actually occurs is referred to herein as the"Closing Date."
4.02 Seller's Closing Matters.At the Closing, Seller shall do the following:
(a) Special Warranty Deed. Execute, acknowledge and deliver to Purchaser a
special warranty deed(the"Deed")conveying to Purchaser good and indefeasible title in fee simple to
the Land,subject only to the Permitted Exceptions;
(b) Non-foreign Person Affidavit. Execute and deliver an affidavit in form and
substance reasonably satisfactory to Purchaser confirming that Seller is not a foreign person or entity
within the meaning of Section 1445 of the Internal Revenue Code of 1996,as amended;
(c) Evidence of Authority. Deliver to Purchaser such evidence of Seller's authority
to consummate the sale of the Land as is contemplated in this Agreement or as Purchaser or the
Escrow Agent may reasonably request;
(d) Possession of the Land.Deliver possession of the Land to Purchaser;
(e) Owner's Title Policy. Deliver or cause the Title Insurer to commit to delivering
the Title Policy;
(18931186/CLOSING/01363720;1 4
(f) Tax Certificates. Deliver tax certificates or other written evidence showing that
there are no delinquent taxes,assessments or PILOTS affecting the Land as of the Closing Date;
(g) Certificate of Representations. Seller shall deliver an updated certificate of the
representations and warranties set out in the Master Development Agreement as of the Closing Date;
(h) Assignment of Contracts and Assignment of Leases. Deliver to Purchaser an
absolute assignment of all Contracts concerning the Land entered into by Seller, if any;and
(i) Other Documents.Execute, acknowledge where required and/or deliver any and
all other items contemplated by the terms of this Agreement or reasonably required by Purchaser or its
legal counsel or by the Escrow Agent.
4.03 Purchaser's Closing Matters.At the Closing,Purchaser shall do the following:
(a) Purchase Price. Deliver the Purchase Price to the Escrow Agent by U.S. Federal
Reserve System wire transfer or other immediately available good funds;
(b) Evidence of Authority. Deliver such evidence of authority to close the purchase
of the Land pursuant to this Agreement as Seller or the Escrow Agent reasonably requests; and
(c) Other Items. Execute, acknowledge where required and/or deliver any and all
other items contemplated by the terms of this Agreement or reasonably required by Seller or its legal
counsel or by the Escrow Agent.
4.04 Closing Costs. Seller shall pay the premium for the Owner's Title Policy (including
deletion of the standard exceptions set forth in Section 3.01),all recording charges for the Deed,all costs
of the Title Policy,and any special charges or assessments affecting the Land required to be paid prior to
Closing to deliver unencumbered title to the Land to Purchaser. Purchaser shall pay all costs and
expenses relating to Purchaser's financing, including any recording fees for Purchaser's security
documents and the cost of any mortgagee or loan policy required by Purchaser's lender, and the cost of
any endorsements or special coverages required by Purchaser to the Title Policy. Each party shall be
responsible for the payment of its own attorneys'fees incurred in connection with this Agreement and all
other expenses which such party incurs. The parties shall split any escrow fee and expenses charged by
the Escrow Agent.
4.05 Proration.Prorations shall be made as follows as of 12:01 a.m.on the Closing Date:
(a) Rents and Income. Collected rents and other income from the Land, if any,
which are attributable to the period of time in which the Closing occurs shall be prorated between the
parties as of the Closing, and Purchaser shall receive credit against the Purchase Price for the portion
of such rents and other income which is attributable to the period after Closing. Delinquent rents shall
not be prorated; provided, however, that, if Purchaser collects any delinquent rents or expense
reimbursements after Closing, Purchaser agrees to pay to Seller any delinquent rents or expense
reimbursements attributable to the period prior to the Closing Date after all rents or expense
reimbursements attributable to the period from and after the Closing Date shall have been paid in full.
(b) Current Ad Valorem Taxes. Real and personal property ad valorem taxes,
assessments and PILOTS pertaining to the Land for the year in which the Closing occurs shall be
(1893/186/CIASING/01363720;1 1 5
i
prorated as of the Closing (collectively, "Taxes"), based upon actual days involved. Seller shall be
responsible for all Taxes pertaining to the Land for any period prior to the Closing. Purchaser shall
receive credit on the amount of the cash payments to be made by Purchaser pursuant hereto for the
prorated amount of such Taxes for the year of Closing which is chargeable to Seller. In connection
with the proration of Taxes, if actual figures for the year of the Closing are not available at the
Closing, an estimated,tentative proration of Taxes shall be made using most recent assessment and tax
rate information available; provided, however,that, when the actual taxes for the year of the Closing
are available, a corrected proration of taxes shall be made. If such Taxes for the year of the Closing
increase over those for the preceding year, Seller shall pay to Purchaser a pro rata portion of such
increase, computed to the Closing Date, and conversely, if such taxes for the year of the Closing
decrease from those of the preceding year, Purchaser shall pay to Seller a pro mta portion of such
decrease, computed to the Closing, with any such payment to be made within ten (10) days after
notification by either party that such adjustment is necessary. If all or part of the Land is located in a
tax parcel for the year of Closing which includes property that is not within the Land, then the Taxes
attributable to such tax parcel for the land value only and excluding the value of any improvements
there for the year of Closing shall be allocated between the Land (or applicable portion thereof)and
the other portions of such tax parcel on the basis of the percentages which the gross surface areas of
the Land (or applicable portion thereof) and such other portions of such tax parcel represent of the
total gross surface area of such tax parcel. If all or part of the Land is located in a tax parcel for the
year of Closing which includes property that is not within the Land,and all Taxes attributable to such
tax parcel shall not have been paid in full at or prior to the Closing Date,each of Seller and Purchaser
shall be obligated to deposit in escrow with the Escrow Agent at Closing an amount equal to the Taxes
estimated to be due with respect to their respective portions of such tax parcel for the entire year of
Closing, which amounts will be held by Escrow Agent pursuant to an escrow agreement in form
reasonably acceptable to Seller and Purchaser.This provision shall survive the Closing.
(c) Other Taxes and Assessments. All Taxes to the Closing Date (including
installments due after the Closing Date with respect to special assessments which are payable in
installments)and all Taxes for periods prior to the tax year in which the Closing occurs shall be paid
in full by Seller on or before the Closing Date. Seller shall be responsible for and indemnify Purchaser
against any Taxes attributable to the period prior to the Closing Date, including, but not limited to,any
Taxes deferred to subsequent years due to an exemption or special use valuation.
(d) Post-Closing Adjustments. Seller shall, on or before the Closing, fumish to
Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary to
compute the foregoing proration of Taxes. To the extent possible, the amount of any adjustment
described in this section shall be estimated and paid at the Closing based upon the best information
available to Purchaser and Seller at the time, and shall be adjusted as soon thereafter as may be
reasonably practicable when final billings are available or when such amounts may be determined with
reasonable certainty.The foregoing obligations shall survive the Closing,any other provision hereof to
the contrary notwithstanding.
(199WIMCLOSING/013637201 6
ARTICLE V
REMEDIES
5.01. Purchaser's Remedies. Remedies for Failure to Close. In the event that Seller fails or
refuses to convey the Land at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant
to this Agreement and the MDA,deposited the Purchase Price with the Escrow Agent, and is prepared to
proceed with Closing, and all of Seller's conditions precedent to Closing set forth in Section 3.02 have
been satisfied, Purchaser may exercise one of the following exclusive remedies: (a) terminate this
Agreement by giving Seller written notice of such election prior to or at the Closing, and thereupon this
Agreement shall terminate,and all parties hereto or mentioned herein shall be relieved and released of all
further obligations,claims and liabilities hereunder;(b)to waive,prior to or at the Closing,the applicable
objection or condition and proceed to the Closing of the transaction contemplated hereby in accordance
with the remaining terms hereof; or (c) seek specific performance of Seller's obligation to convey the
Land under this Agreement. Concurrently with the execution of this Agreement, Seller and Purchaser, at
Purchaser's request, shall execute a memorandum of this Agreement that Purchaser will be entitled to
record in the appropriate real property records of Platte County, Missouri, in order to give constructive
notice of the existence of this Agreement.
5.02 Seller's Remedies. If Purchaser wrongfully fails or refuses to perform Purchaser's
obligations pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be
entitled,as Seller's sole and exclusive remedy,to terminate this Agreement by written notice to Purchaser
and the Escrow Agent.
ARTICLE VI
MISCELLANEOUS
6.01 Escrow Instructions.Intentionally Omitted.
6.02 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 Land.
6.03 Modification.This Agreement can be amended only by written agreement signed by the
parties hereto and by reference made a part hereof.
6.04 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.
6.05 Notices. Any notice, communication, request, demand, reply or advice (severally and
collectively referred to as "Notice") in this Agreement required or permitted to be given, made or
accepted must be in writing. Notice may, unless otherwise specifically provided herein, be given or
served (a)by depositing the same in a receptacle regularly maintained and serviced by the United States
Postal Service, postage pre-paid, registered or certified, and addressed to the party to be notified, with
return receipt requested, or (b) by delivering the same to such party, or an agent.of such party, by
commercial courier.Notice sent by registered or certified mail in the manner hereinabove described shall
be effective on the earlier of the third (3rd) business day after such deposit or the actual receipt thereof.
Notice given by commercial courier shall be effective on the date delivered to the other party. For the
purposes of Notice, the addresses of the parties shall, until changed as provided below,be as follows:
11993/186/MOSING/01363720 1 I 7
Seller: The City of Riverside,Missouri
Attention: Mayor
City Hall
2950 NW Vivion Road
Riverside,MO 64150
Purchaser: Riverside Horizons,LLC
Attention:Nathaniel Hagedorn
4825 NW 414 St., Suite 500
Riverside,MO 64150
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.
6.06 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, and 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.
6.07 Time. Time is of the essence in all things pertaining to the performance of this
Agreement.
6.08 Survival of Obligations. To the extent necessary to carry out the terms and provisions
hereof, the terms, conditions, warranties, 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. All representations and warranties by Seller in this
Agreement (i) will expire one (1)year after the Closing Date as to matters for which Purchaser has not
provided written notice to Seller within such period of time;and(ii)will expire as to all matters specified
in any such written notice to the extent that such matters are not resolved or made the subject of litigation
instituted prior to the expiration of three(3)years after the Closing Date.
6.09 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
11893/196/CLOSING10136377O;I 8
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 Land, 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.
6.15 Assignment. Purchaser may assign this Agreement and all rights hereunder to an
affiliated entity provided that(i) Purchaser shall remain jointly and severally liable with the assignee for
the obligations contained in this Agreement; (ii) Purchaser, and any assignee by accepting assignment of
this Agreement, expressly agrees to defend and indemnify Seller from any litigation arising out of the
assignment; (iii) written notice of the assignment, including the name of the assignee, is provided to
Seller at three(3)business days prior to Closing.
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
(1893/186/CLOSING/01363720;1( 9
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. Except as otherwise provided in Sections 5.01 and 5.02 hereof,all rights and remedies,whether
evidenced hereby or by any other agreement, instrument or paper, will be cumulative and may be
exercised separately or concurrently.
6.23 Effective Date;Acceptance. The effective date(the"Effective Date")of this Agreement
shall be the date that the Escrow Agent receives and receipts one or more counterparts of this Agreement
that have been signed by both Seller and Purchaser.The execution hereof by Purchaser shall constitute an
offer by Purchaser to Seller to purchase the Land on the terms and conditions herein stated, which must
be accepted by Seller on or before 5:00 p.m.,the City of Riverside, Missouri time,on the tenth(10th)day
(the"Acceptance Date")following the date set forth below Purchasees signature hereto,by the execution
hereof by Seller and the delivery of at least two fully-executed counterparts of same to the Escrow Agent
on or before the Acceptance Date with instructions to deliver at least one fully executed copy thereof to
Purchaser. If Purchaser's offer is not accepted in such manner by the Acceptance Date, the same shall be
thereafter null and void.
[Remainder of Page Intentionally Left Blank—Signature Page to Follow]
(1993/196/CIASING/01363720;1) 10
IN WITNESS WHEREOF,this Agreement has been duly executed in multiple counterparts(each
of which is to be deemed an original for all purposes) by the parties hereto on the respective date
appearing below each party's signature to be effective on the Effective Date herein specified.
SELLER
THE CITY OF RIVERSIDE,MISSOURI,
a Missour'municipal corporation
By:
Cathleen L.Rose,Mayor
Date:
RIVERSIDE HORIZONS,LLC,
a Missouri limited liability company
By: NORTHPOINT HOLDINGS,LLC,
a Missouri limited liability company
Its: Manager
By:
Name: Nathaniel Hagedorn
Title: Manager
Date:
11893I86CLOSM04004707j jI I
IN WITNESS WHEREOF,this Agreement has been duly executed in multiple counterparts(each
of which is to be deemed an original for all purposes) by the parties hereto on the respective date
appearing below each party's signature to be effective on the Effective Date herein specified.
THE CITY OF RIVERSIDE,MISSOURI,
a Missouri municipal corporation
By:
Kathleen L.Rose,Mayor
Date:
PURCHASER:
RIVERSIDE HORIZONS,LLC,
a Missouri limited liability company
By: NORTHPOINT HOLDINGS,LLC,
a Missouri limited liability company
Its: Manager
By:
Name: Nathan' gedorn
Title: Manaff
Date: i 2'I 1^Y7
prmn161Ccosmoro1363720:1 1 I
ESCROW AGENT RECEIPT
The undersigned Escrow Agent acknowledges receipt of this Agreement of Purchase and Sale
and agrees to be bound by the terms of this Agreement this day_of 2017.
Fidelity National Title Insurance Company
By:
Name:
Title:
{1893/186/CLOSING/01304707;1 12
EXIIIBIT A
LEGAL DESCRIPTION
All of RIVERSIDE HORIZONS INDUSTRIAL VII EAST, a Replat of Lots 2& 3, RIVERSIDE
HORIZONS EAST FIRST PLAT, a subdivision in Riverside, Platte County, Missouri,according
to the recorded plat thereof, recorded November 9, 2017 as Document No. 2017015027 in Plat
Book 21 at Page 325.
(1893/186/CLOSING/01304707;1 13
EDIT B
PLAT
{1893/186/CLOSING/01304707;1 14
COVER PAGE FOR RECORDING
1. Title of Document: Special Warranty Deed
2. Date of Document: December 12017
3. Grantor Name and Address: CITY OF RIVERSIDE,MISSOURI
2950 NW Vivion Road
Riverside,Missouri 64150
4. Grantee Name and Address: RIVERSIDE HORIZONS,LLC
4825 NW 41s1 St., Suite 500
Riverside,Missouri 64150
5. Legal Description/Address: See Page 1
6. Book and Page Reference: N/A
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of December , 2017 by CITY OF RIVERSIDE,
MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri, with a
mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150, as grantor ("GRANTOR"), and
RIVERSIDE HORIZONS, LLC, a Missouri limited liability company, with a mailing address of 4825
NW 4 1�St., Suite 500,Riverside,Missouri 64150,as grantee("GRANTEE").
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other valuable consideration to it in hand paid by GRANTEE (the receipt of
which is hereby acknowledged) does by these presents, SELL and CONVEY unto GRANTEE, its
successors and assigns, the lots, tracts or parcels of land, lying, being and situate in the County of Platte
and State of Missouri as described as follows:
All of RIVERSIDE HORIZONS INDUSTRIAL VII EAST, a Replat of Lots 2 &3,RIVERSIDE
HORIZONS EAST FIRST PLAT, a subdivision in Riverside, Platte County, Missouri, according to the
recorded plat thereof,recorded November 9, 2017 as Document No. 2017015027 in Plat Book 21 at Page
325.
EXCEPT AND FURTHER SUBJECT TO:
a. The subject property is conveyed subject to that certain Declaration Of Covenants,
Restrictions, Easements, Charges, Assessments And Liens For Horizons Business
Park/Planned Development District,recorded March 9, 2012, in the Office of the Recorder of
Deeds of Platte County, under Document No. 2012003468, as may be heretofore and
hereafter amended in accordance therewith, all of the provisions of which are specifically
incorporated herein by reference thereto (herein the "Declaration"), and all of which
GRANTEE accepts as covenants running with the land and binding at law as well as equity
upon GRANTEE and its successors in title to the subject property, and the obligations of
which GRANTEE,for itself and its successor in title,agrees to observe and perform.
b. This Deed is made and delivered upon the condition subsequent,which shall be binding upon
and enforceable against GRANTEE and its successors in title, that if the commencement of
vertical construction conforming to submitted design criteria and plans and specifications
approved by the City of Riverside as evidenced by Building Permit No.
dated 2017, shall not have been commenced within sixty (60) days from the date
hereof,then all right,title and interest herein conveyed in and to the subject property shall,at
the election of GRANTOR, automatically revert to and become the property of GRANTOR,
which shall have the immediate right to enter upon and take full possession of the subject
property, and shall be obligated to forthwith refund to GRANTEE or its then successor(s) in
title all monies paid on the purchase price of the subject property by GRANTEE to
GRANTOR. Upon request of GRANTEE for good cause shown, an extension of
GRANTEE'S covenant to commence vertical construction may be granted by GRANTOR,
such consent shall not be unreasonably withheld or delayed. The failure of GRANTOR to
insist upon strict performance of such condition subsequent, in whole or in part, shall not
affect a waiver or relinquishment of the same. When vertical construction of such building
and facilities has commenced in accordance with the terms herein provided, then (i) all
reversionary rights of GRANTOR shall terminate and be extinguished, and (ii) GRANTEE
1
shall thereupon hold title to the subject property free and clear of this condition. GRANTOR
shall at the request and expense of GRANTEE, execute and record against title to the subject
property a writing validly evidencing the termination of GRANTOR'S reversionary right as
hereinabove set forth.
TO HAVE AND TO HOLD the premises aforesaid, with all and singular rights, privileges,
appurtenances, and immunities thereto belonging or in anywise appertaining unto GRANTEE and unto its
successors and assigns forever,GRANTOR hereby covenanting that said premises are free and clear from
any encumbrance(except as referenced above and any other matters of record)done or suffered by it; and
that it will warrant and defend the title to said premises unto GRANTEE and unto its successors and
assigns forever, against the lawful claims and demands of all persons claiming under GRANTOR.
IN WITNESS WHEREOF,GRANTOR has caused these presents to be signed as of the day and
year fust above written.
GRANTOR:
CITY OF RIVERSIDE,MISSOJ,T
By: (�
,,....,, Kathleen L.Rose,Mayor
O A
Y
A PTEST:.
8y:
6t in. tKihcaid, City Clerk
2
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
On this_day of December 2017, before me, the undersigned, a Notary Public in and for said
county and state, personally appeared Kathleen L. Rose,to me personally known, who being by me duly
sworn, did say that she is the Mayor of the City of Riverside, Missouri, a municipal corporation duly
organized and existing under the laws of the state of Missouri, and that the seal affixed to the foregoing
instrument is the seal of said municipality, and that instrument was signed and sealed on behalf of said
municipality by free act and deed of said municipality.
WITNESS my hand and official seal in the County and State aforesaid, the day and year first
above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
3
DocuSign Envelope ID:56DC3B54-OD9D4D4D-9539-D265AB4EBC3E
Riverside Horizons, LLC
4825 NW 41"STREET,surrE 500
RIVERSIDE,Mlssoulu 64150
August 1,2017
VIA FACSEWILE(816)746-8349.
HAND DELIVERY AND US MAIL
City of Riverside,City Hall
2950 NW Vivion Road
Riverside,Missouri 64150
Attn: City Administrator and City Attorney
Re: Notice of Intent to Purchase Certain Property in the Briarcliff Horizons Site,specifically,all
of Lots 2 and 3,Riverside Horizons East First Plat.
Ladies and Gentlemen:
The City of Riverside, Missouri (the "Ci ') and Briarcliff Realty, LLC (now (mown as BR NorthPoint,
LLC) entered into that certain Master Development Agreement (the "MDA") on May 10, 2011.
Thereafter, with the City's consent, BR Northpoint, LLC assigned its rights and obligations under the
MDA to Briarcliff Horizons, LLC, which changed its name with the Missouri Secretary of State on
February 24,2012 to Riverside Horizons,LLC(the"Develocer'1.
The MDA provides the Developer with certain vested rights to purchase, from time to time, all or a
portion of the property within the area of land delineated by the MDA known as the "Briarcliff Horizons
Site." The Developer now desires to purchase, pursuant to the terns and conditions contained in the
MDA, all of that certain portion of the Briarcliff Horizons Site described in Exhibit A, and attached
hereto, and visually depicted in Exhibit B, and attached hereto (collectively, the "Property'). The
Purchase Price for the Property shall be $217,945.00, which is based upon the MDA's purchase price of
$0.50 per square foot and the Property's measured square footage of 435,890 square feet as set forth in
the Plat.
Therefore, pursuant to Section 7.5(a)of the MDA,the Developer hereby provides the City with notice of
the Developer's intent to purchase on October 2, 2017, the Property, pursuant to the MDA. The
developing party will be Horizons Industrial VII,LLC,a Delaware limited liability company.
Should you have any questions regarding this notice, please contact the undersigned at your earliest
opportunity. Thank you.
RIVERSIDE HORIZONS,LLC
By:
Nathaniel Hagedorn,Manager
{1000/017//01289933;1}
DocuSign Envelope ID:66DC3854-009D-4D4D-9539-D265A84EBC3E
EXHIBIT A
The Property
All of Lot 2 and Lot 3, Riverside Horizons East First Plat, a platted subdivision, as recorded with the
Recorder of Deeds,Platte County,Missouri,Book 21,Page 10.
110DO/017//01289933;11
DocuSign Envelope ID:56DC3854-OD9D-4D4D-9539-D265A84EBC3E
EXHIBIT B
The Properly(Visual Depiction)
Rir,'ersidP Horizon.,•East Errsf PlNf
-- , arw..v av[ llv N n+rrMe 1 ` 111��R--tZ
ii
P
ILI
(1000/017//01289933;1]