HomeMy WebLinkAbout2007-032 - Acquire Certain Lands for the Horizons Parkway Phase II Project7Y ~ Y
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Bill No. 2007-32
Ordinance No. 2007-32
AN ORDINANCE AUTHORIZING AND APPROVING THE CITY OF RIVERSIDE,
MISSOURI, TO ACQUIRE CERTAIN LAND FOR THE HORIZONS PARKWAY
PHASE II PROJECT
WHEREAS, the City of Riverside (the "City") is authorized by Missouri statute to
acquire, through purchase, eminent domain or other methods, private property for public use for
the purpose of improving a public road; and
WHEREAS, the City desires to so acquire the real property described at Exhibit A (the
"Property"), commonly known as Parce123-3.0-OS-000-000-041-000, for the purpose of making
improvements to a public road; and
WHEREAS, the City made agood-faith offer to purchase the Property for Six Million
Five Hundred Thousand Dollars ($6,500,000.00), which includes all costs of relocation and
business interruption and
WHEREAS, the owner of record of the Property accepted the City's good-faith offer; and
WHEREAS, the City desires to acquire the Property;
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY
OF RIVERSIDE, MISSOURI, AS FOLLOWS:
Section 1. This Ordinance is intended and is hereby determined and declared to be necessary
to accomplish and serve the public purpose of improving a public road by obtaining the Property,
which Property is thereby to be put to a vital and necessary public use and purpose.
Section 2. The City made a final offer in the amount of Six Million Five Hundred Thousand
Dollars ($6,500,000.00) to acquire the fee ownership interest in the Properly by negotiation and
pay all relocation costs and benefits, all of which shall be reimbursable project costs under the L-
385 Levee Redevelopment Plan for Redevelopment Project III.
Section 3. The owner of the Property has accepted the City's final good-faith offer.
Section 4. The acquisition of the Property is authorized and approved pursuant to the
authority vested in the City.
Section 5. The Mayor, the City Administrator, the City Attorney 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 and to execute and deliver
for and on behalf of the City all certificates, instruments, agreements and other documents, as
maybe necessary or convenient to perform all matters herein authorized, and to pay the purchase
price of Six Million Five Hundred Thousand ($6,500,000.00) to the owner, and pay all
associated closing costs.
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Section 6. This Ordinance shall be in full force and effect from and after its passage and
approval.
ADOPTED by the Board f Aldermen of the City of Riverside, Missouri, and approved by the
Mayor of Riverside, this ~c1.~day of April, 2007.
yor Kathleen L. Rose
ATTEST:
Cit Clerk
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E}ff-IIBIT A
L~GALD1~$CRIPTION dRrRnrTrt:~rv.
,'!'. Part of Lots 4 end 5 of fire Coaunisaionera Plat of Qaorga Roberts Estate, lying between the NortJf right of Way
:'~_~: `line of the Chicago Burl ngtoa and Quinoy lRailway Co, sad the South right of Way of Missouri State Highway
t`•~'=~ No. 45, Ioaated in Seedcn b Townahi 50
:: , p ,Range 33, also part of the West Halfof Section 5, Township 50,
~F~' ~Ra~go 33, lying betwaet~ qra North right of way line of fire Chiosgo Burlington and Quirtay Railway Co. and rho
°` `. Sonth right of Way of N?ssouri State Highway No. 45, all in Platte County, Miasenri, being desoribed as
~'" follaws:~
:a;: ,.
"` Boginning at the point o Pintarsection of the Nortbeestarly right afway line of said Railroad with the SentIon
• . line between t3cetiona 5 and 6, at a point wlrioh is North 00 degrees 33 minutes 30 seconds Bast.2294,22 feat
~~~ " •rm the Southeast cozn~:r of said Sections 6, being also tho Southeast coiner of said Lot 5; thence North 65
'~.:„~egrees 20 minutes West along the Northeasterly right of way lice of said Railroad, t 161.17 feet to a point on
the West line of said Lo• 4; thence North DO degrees 40 seaands fiast and along the West line ofsaid Lot 4, _
;; :'. 778.82 feat, more or lase, to a point on #ha Southwesterly tight of way line of said StateHighway No, 45, thence
Southcasteriy along said Southwestorly right of way lino, being s curve to tbo right, having a radius of 925.37
feet, an era distanco of 16.3 feet, more or leas, to apoint 30.00 feet itom the centerline Station 316+40.98 as
shown on Highway Plar s; thence Southeasterly along said Southwesterly right of way line 522.22 feat to a point
,: .30.00 feet from centerline at Station 321.63.2; thence continuing SonthEastexly along said Southwesterly right of
way lint on a etnvo to tt~o lefi having a radius of 1462.70 feat, as am dietaucc of 266,35 feet to a point 30,0 feet
from cet>tetlltte Station : i24+24.03; thence oontitiuing Southeasterly along said Southwesterly right of way lino
1327.83 feet to s paint i 0.0 feet from centerline Station 337+51,86; thence continuing Southeasterly along the
Southwestorly right of v~sy line of said hiighway, being a crave to the right having a radius of 2834.90 feet, an
arc distance of 202.10 feet to apoiat 3.0.0 #bet from centerIiae Station 339t51.86; thence aonuinuing
Southeasterly along tho Bogthwestorly right of way tine of saidSiighwey,190,0 foot, mare or lase, to its
intorsoctlon with tho Earle line of the'Weat Half of said Section 5; thence South 00 degrees 33 minutes 10
seconds blast 1034.44 foci, more or less, to a poiut on the Northeasterly right of way line of said Chfaago
Burlington and Quincy gaiiway Co.; thence North 65 degrees 20 m inutss West and along said Northeaateaiy
right of way line,1436.'r0 foot to the point of beginning.
BXCBPTthee•followiry; described tract
Beglrming at apoint on the 9eation•1{ne between said'8ootionsS.end 5,.whieh is North 00 degmes 33 minubea 30
seconds Bast, 2880.26 feat from the Southwest corner of said Section 5; ihenoe Routh 85 degrees 25 minutes
$ast 599,76 feat; thence North 15 degrees l6 minutes 17 seconds Bast 119.34 feats mom or less, to a point is the
^utlrwestarly right of tivay line of said State litghway No. 43, thence Northwesterly along the Southwesterly
tight of way line of said Highway 656.41 Ebel; more ar lase, to a point in the Wort lino of said Section 5; thanes
~ South 00 degrees 33 ~mirutes 30 aeoands West and along the West Iine ofY said Section 5, 249.96 foot, more or
less, to the pint of begituring.
ALSO EXCBPT
That pert of the above described tract tying'West of the Wort right of way.line of Van Dal'opulair Road, being
the same tract eonveycd to 1vLM B. Company, by Special Warranty„l7aed filed October 28,1970, as Document _
No. 29445; in Book 350 at page 342.
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Space Above for Recorder's Use Only
DOCUMENT COVER SHEET
TITLE OF DOCUMENT: RESTRICTIVE COVENANT
DATE OF DOCUMENT:
GRANTOR:
Mailing Address:
GRANTEE:
Mailing Address:
LEGAL DESCRIPTION:
REFERENCE BOOK & PAGE:
May 16, 2007
City of Riverside, Missouri
2950 NW Vivion Road
Riverside, Missouri 64150
Hydro Conduit Corporation
1501 Belvedere Road
West Palm Beach, FL 33406
See Attached Exhibit A
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RESTRICTIVE COVENANT
THIS RESTRICTIVE COVENANT ("Covenant") is made this 16a' day of May, 2007
(the "Effective Date"), by CITY OF RIVERSIDE, MISSOURI, 2950 NW Vivion Road,
Missouri 64150 ("Grantor") for the benefit of HYDRO CONDUIT CORPORATION, a
Delaware corporation, 1501 Belvedere Road, West Palm Beach, FL 33406 ("Grantee").
RECITALS:
The following recitals of fact are a material part of this Agreement.
A. Grantor is the owner of a tract of land located in the City of Riverside, Missouri,
legally described on Exhibit A attached hereto and made a part hereof (the "Property").
B. Grantee sold the Property to Grantor pursuant to that certain commercial and
Industrial Real Estate Sale Contract with an effective date of Apri127, 2007 ("Sale Contract").
C. Grantee is in the business of manufacturing pipes, conduits and other types of
precast and concrete products and services for new pipeline construction and stonnwater
treatment.
D. The Sale Contract requires that Grantor record certain restrictions upon the use of
the Property relative to Grantee's prior use of the Property.
E. Grantor desires to impose the Restrictive Covenant as required pursuant to the
Sale Contract as described below.
NOW, THEREFORE, in consideration of the foregoing, the payment by Grantee to
Grantor of the sum of Ten and No/100 Dollars ($10.00), the following covenants and agreements,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor agrees as follows:
1. Recitals Incorporated by Reference. The provisions of the aforestated recital
paragraphs are, by this reference, herein incorporated.
2. Restrictive Covenant. Without the prior written consent of Grantee, the Property
shall not be used for any purpose related to or similar to the manufacture of pipes, conduits and
any type of precast or concrete products and services for new pipeline construction and
stormwater treatment.
3. Term. This Restrictive Covenant granted pursuant hereto shall be perpetual.
4. Leval Actions. In the event that either Grantor or Grantee brings any claim or
legal action to enforce their respective rights hereunder, the party prevailing in such action shall
be entitled to receive its reasonable attorneys' fees and costs of litigation.
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5. Covenants Run with the Land. All rights and obligations of the Grantee and the
Grantor shall be binding upon the successors and assigns as owners of the property subject to and
benefited by the agreements hereunder and such rights and obligations shall run with the land.
Upon the conveyance of property owned by Grantor, such party shall have no further obligations
hereunder with respect to liabilities arising or accruing hereunder subsequent to the date of such
conveyance.
[Signature Page Follows)
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I T i i T '
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IN WITNESS WHEREOF, Grantor has executed this Covenant as of the day and year
first above written.
__ ;
Attest: ~-.
~_.: [seat)
' Cler
THE CITY OF RIVERSIDE, MISSOURI
By:
Name: Kathleen L. Rose
Title: Mayor
STATE OF MISSOURI )
ss.
CITY OF PLATTE )
On this day of May, in the year 2007, before me 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 of the State of Missouri and the foregoing
document was executed on behalf of said City authority of its Board of Aldermen and said
Kathleen L. Rose acknowledged said grant to be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the City and State aforesaid, the day and year first above written.
Name print):
Notary Public in and for said State
My Commission Expires:
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EXfiIBIT A
`u,,' T~RC: Y. B$f,~PTION hR1+__ _$91°BRTY:
i; "'i ~:'s.:
,.:.... :: ht ofway
.:~; . Pert of Lots 4 end S of file Commissioners Plat of Qeorge Roberts Estate, tying batwean tho No ~ 8
'~~' "; 'line of the Chicago Bud ngton and Quincy ttailway Co. end the South right of Way of Missouri 8taoa Flighway
,~yr ~ i
`~~=~ No. 45, looatod in 8eatlcn b, Township 50, Range 33, also part of the weal Neff of Suction 5, Township 50,
v .< Co. and iha
~r~f •~.' ~Rat;ge 33, lying batvueet, the North tight of wayNline4~ all in pled County, MiasouriQ bad assn ~ as
"' `~' South right of Way of N'issouri State Highway
;';':`. •
~:~%`•' follows:
..:~?.ail:.;,.
~'~ ~.' :: Beg+mring at t1u point of intersection of tho Northeasterly right of way ltnc of said Railroad with the Section
~y:Nt.
`~` '•' . Iine between Sections 5 and 6, at a point which is Borth 00 dogmas 33 minutos 30 seconds $ast.2294.22
"''~'` ^ ~m fire Southeest oora:r of said Sections 6, being also the $attthaaat comer of acid Lot 5; thence North b5
~':'Z `~ :,,, ,~egroos 20 rnintnes Wast along thoTlottheastarlyrtght of way lino of said Railroad,1161.17 feeet to apoint on
`~.„~:- th0 bleat linC Oi' acid La' 4~ ti10R10013ort}100 degroos 40 eeaDnda }sa9t and Ong the WCat lase Of Said Lot 4,
:: °~; ,; t of way Tina of said StateHigtiway No. 45, thanaa
.;i,.;., :. 778.82 feot, mom or las.+, to a point onfhe 8outhweatcrly righ
~~" - Southoasterly along said Southvvu~terly right of way line, being a curve to tho right, having a radius of 925.37
~`~~`' feet, an era distance of 163 fast, tnoxe or less, to apoint 30.00 fast from the centerline Station 316+40.98 es
shown on Highway Plans; titenee Sotheasterly along said SouWwesta'ly right of weY line 522.22 feet to a point
30.D0 feet from cantel'lnte at Station. 321.63.2; thence continuing Sordhcaeterly along said $outhwostorly right of
'~ way lira an a curve to tt+o le8.having a radius of 1462.70 that. as arc disten+ce af266,35 feet to apoint 30.0 fleet
frrnn centedlne Station :i24+24.03; thetbee oontitiuuing $outheasterly slung said t3ou~westerly right of way Hne
''~ ~~ 1327.83 fast to s point i 0.0 foot from cetrtorlina Station 337+51.86; thence continuing Sou~essterly along the
' ' ~` 8outhvvoaterly right of vmy Tina of said 1'lighway, being a curve to flu right having a radius of 2834.90 foal, an
~'= ~ ~ arc distance of 202.10 fi+et to a point 30.0 fast from eenterIine Station 339+51.86; thence continuing
I.. ~: ~ "'°: Southeasterly along the Bouthwaetarly right of way line of caid.Hi$hwa;Y.190,0 feat, more or lees, to its
intorsootion with tho F..att line of the Waet Ralf of said Section 5; thence South 00 degrees 33 minutes 10
seconds West 1034.44 fast, rtnore or less, to a poiut on the Notthopsterly right of way line of said Ci,ioago
Burlington and Quinsy 3ailway Co.; thence North 65 degrees 20 mhattes West and along said Northeasterly
right of way line,1436.'t0 foot to the point of begittning.
BXCBPT thoa•follovrIni; described tract
Baglaning at a point on the 9ecdoti ittu between said'8eotions 5.ead b,.whiah is North DO degrees 33 friinubas 30
• seconds Bast, 2880.26 fyat From the Southwest comer of said Section 5; titemoe South 85 dogteea 25 minutes
Bast 599.76 feat; thence North 15 dagrces l6 mittutes 17 seconds Bast 119.34 feat; moro or leas, w a point la the
•uthwestarly right of tivay lima of avid State l3lghway No. 43, iheY-ca Northwostaurly along the Southwesterly
~t of way Iine of said Hf ghway 656.41 fbet; more or lass, to a point in the Walt line of said Seatioa 5; thence _ .
~ South 00 degrees 33 •minutes 30 saunas West and along the West Tina nff said Saxton 5, 249.96 feet, moro or
lass, to the pant of begitusiag.
ALSO EXCI3P7
That pazt of the abovo ds~scribed tract tying West ofthe Westxight of way.line of Van DePopulair Road, ~8
the same treat conveyed to M.M.B. Company, by Spacial Watranty..Deed flied Ootobar 28,1970, as Docwneart . _
j No. 29445; in Book 350 at page 342.
This is a legally binding contract
not understood, consult an anon
COIVIlVIERCIAL AND INDUSTRIAL REAL ESTATE SALE CONTRACT
1. PARTIES: This contract ("Contract') is made by Hydro Conduit Corporation, a Delawaze Corporation
("Seller"), and the City of Riverside, Missouri ("Buyer"), and is effective as of the date and time of acceptance on
the signature page of this Contract (the "Effective Date").
2. PROPERTY: Seller sells to Buyer the following described real estate, together with any buildings and
improvements thereon, including, if any, all mechanical systems, fixtures and equipment, heating, ventilating and air-
conditioning equipment, electrical systems and lighting, plumbing equipment and fixtures, floor coverings, storm
windows and doors, screens and awnings and keys with an address of NW Highway 9 & Van de Populaire Road
excluding all equipment, fixtures and mechanical apparatus used in the manufacture of goods by the Seller, in the
City of Riverside in Platte County, State of Missouri and is legally described as follows: Legal description to be
provided by Seller; such real estate shall be collectively referred to in this Contract as the "Property".
3. EXCEPTIONS: The Property shall be subject, however, to the Permitted Exceptions (as defined in
paragraph 8 of this Contract), and to a covenant restricting the use of the property for any purpose related to or
similar to the manufacture of pipes, conduits and any type of precast or concrete products and services for new
pipeline construction and stormwater treatment and the following existing leases or tenancies: See Section 26 of the
Addendum attached hereto as Exhibit A and made part hereof.
4. PURCHASE PRICE: The purchase price is SDI MILLION FIVE HUNDRED THOUSAND and NO/100
DOLLARS ($6,500,000.00) which Buyer agrees to pay by wire or certified check as follows:
SIX MILLION ONE HUNDRED THIRTEEN THOUSAND AND NO/100 ($6,113,000.00) at Closing and THREE
HUNDRED EIGHTY-SEVEN THOUSAND AND NO/100 ($387,000.00) (subject to reductions as set forth in
pazagraph 32 of Addendum "A") at the time Seller vacates the property.
5. CLOSING DATE: Subject to all the provisions of this Contract, the closing of this Contract (the
"Closing") shall take place at the offices of on the 1 ~` day of
May, 2007 or prior thereto by mutual consent, and possession shall be delivered at closing.
6. EXISTING FINANCING: Unless otherwise provided in this Contract, Seller shall make any payments
required on existing mortgages or deeds of trust until Closing.
7. PROBATIONS: The rents, income and expenses from the Property, shall be prorated between Seller and
Buyer as of Closing. Seller shall pay all general real estate taxes levied and assessed against the Property, and all
installments of special assessments for the years prior to the calendar yeaz of Closing. All such taxes and
installments of special assessments becoming due and accruing during the calendar year of Closing shall be prorated
between Seller and Buyer on the basis of such calendaz yeaz, as of Closing. If the amount of any tax or special
assessment cannot be ascertained at Closing, proration shall be computed on the amount for the preceding year's tax
or special assessment. Buyer shall assume and pay all such taxes and installments of special assessments accruing
after the Closing; provided, however, if Seller continues in possession after Closing, Seller shall pay all such taxes
and installments of special assessments applicable to the time period during which Seller occupies the Property. The
provisions of this paragraph shall survive Closing or termination of this Contract.
8. TITLE INSURANCE: Buyer shall obtain at Buyer's expense an owner's ALTA title insurance policy
insuring marketable fee simple title to Buyer in the amount of the purchase price as of the time and date of
recordation of Seller's Special Warranty Deed, subject only to a covenant restricting the use of the property for any
purpose related to or similaz to the manufacture of pipes, conduits and any type of precast or concrete products and
services for new pipeline construction and stormwater treatment and the Permitted Exceptions defined below. Buyer
shall have fourteen (14) days after receipt of the Title Commitment (the "Review Period") in which to notify Seller
in writing of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters,
CC 1878720v3
PMB_K0529328.DOGMBOTOS
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which aze not set forth in the Title Commitment and to which Buyer does not object within the Review Period, shall
be deemed to be permitted exceptions to the status of Seller's title (the "Permitted Exceptions"). With regard to
items to which Buyer does object within the Review Period, Seller shall have until Closing to cure the objections. If
Seller does not cure the objections by closing, this contract shall automatically be terminated unless Buyer waives
the objections on or before Closing.
9. REPRESENTATION AND WARRANTIES OF SELLER; AS IS CONDITION: Buyer acknowledges
that neither Seller nor any party on Seller's behalf has made, nor do they hereby make, any representation as to the
past, present or future condition, income, expenses, operation or any other matter or thing affecting or relating to the
Property except as expressly set forth in this Contact. The Property and the contents thereof, if any, ("Contents") aze
being sold in an "as is" condition and "with all faults" as of the Effective Date of this Contract and as of Closing.
Except as may be expressly set forth in this Contract, no representations or warranties have been made or aze made
and no responsibility has been or is assumed by Seller or by any partner, officer, person, firm, agent or representative
acting or purporting to act on behalf of Seller as to the condition or repair of the Property or the Contents or the
value, expense of operation, or income potential thereof or as to any other fact or condition which has or might affect
the Property or the Contents or the condition, repair, value expense of operation or income potential of the Property
or the Contents. Seller makes no representations or warranties, express or implied, as to the suitability or fitness of
the Property or the Contents for Buyer's intended use of the Property or the Contents or, except as maybe expressly
set forth herein, the environmental condition thereof. The parties agree that all understandings and agreements
heretofore made between them or their respective agents or representatives aze merged in this Contract and the
Exhibits hereto annexed, which alone fully and completely express their agreement, and that this Contract has been
entered into after full investigation, or with the parties satisfied with the opportunity afforded for investigation,
neither party relying upon any statement or representation by the other unless such statement or representation is
specifically embodied in this Contract or the Exhibits annexed hereto. Seller makes no representations or warranties
as to whether the Property or the Contents contains asbestos or harmful or toxic substances or pertaining to the
extent, location or nature of same. Further, to the extent that Seller has provided to Buyer information from any
survey, title examination or policy, inspection, engineering or environmental reports or any other materials or
information regazding the Property or the Contents, including reports concerning asbestos or harmful or toxic
substances, Seller makes no representations or warranties with respect to the accuracy or completeness, methodology
of preparation or otherwise concerning the contents of such reports. Buyer acknowledges that Seller has requested
Buyer to inspect fully the Property and the Contents and investigate all matters relevant thereto and to rely solely
upon the results of Buyer's own inspections or other information obtained or otherwise available to Buyer, rather
than any information that may have been provided by Seller to Buyer.
Buyer releases Seller from any present or future claims arising from or relating to the presence or alleged presence of
asbestos or harmfitl or toxic substances in, on, under or about the Property or the Contents including, without
limitation, any claims under or on account of (a) the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as the same may have been or may be amended from time to time, and similar state statutes,
and any regulations promulgated thereunder, (b) any other federal, state or local law, ordinance, rule or regulation,
now or hereafter in effect, that deals with or otherwise in any manner relates to, environmental matters of any kind,
or (c) this Contract or the common law. The temvs and provisions of this pazagraph shall survive Closing hereunder.
10. REAL ESTATE BROKER: Seller and Buyer agree that Edward P. O'Connor, Jr./Waterford Property
Company LLC represents the Buyer in this transaction as identified in the Real Estate Agency Disclosure attached to
this Contract and both Seller and Buyer agree that Waterford Property Company LLC is the only real estate broker
negotiating this Sale. Any party to this Contract through whom a claim to any broker's, finder's or other fee is made,
contrary to the representations made above in this paragraph, shall indemnify, defend and hold harmless the other
party to this Contract from any other loss, liability, damage, cost or expense, including, without limitation,
reasonable attorney's fees, court costs and other legal expenses paid or incurred by the other party, that is in any way
related to such a claim. The provisions of this paragraph shall survive Closing or termination of this Contract.
11. DELIVERY OF DEED; PAYMENT; DISBURSEMENT OF PROCEEDS: At or before Closing,
Seller agrees to properly execute and deliver into escrow a Special Warranty Deed and all other documents and
funds reasonably necessary to complete the Closing. The Special Warranty Deed shall convey to Buyer marketable
fee simple title to the Properly, free and clear of all liens and encumbrances other than Permitted Exceptions, and
Exhibit C-1 Page 2 PMB_K0529328.DOC/MBOTOS
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subject to a covenant restricting the use of the property for any purpose related to or similar to the manufacture of
pipes, conduits and any type of precast or concrete products and services for new pipeline construction and
stormwater treatment and . At or before the Closing, Buyer agrees to deliver into escrow a cashier's check or wire
funds sufficient to satisfy its obligations under this Contract. Seller understands that, unless otherwise agreed,
disbursement of proceeds will not be made until after the Special Warranty Deed or the instrument of conveyance,
and, if applicable, the mortgage/deed of trust have been recorded and the Title Company can issue the title policy
with only the Permitted Exceptions.
12. INSURANCE; MAINTENANCE; CASUALTY; CONDEMNATION; CHANGE OF CONDITION:
Seller agrees to maintain Seller's current fire and extended coverage insurance, if any, on the Property until the later
of Closing or the date that Seller surrenders possession of the Property to Buyer. Seller shall do ordinary and
necessary maintenance, upkeep and repair to the Property until the later of Closing or the date that Seller surrenders
possession of the Property to Buyer. I, f, before Closing, all or any part of the Property is taken by eminent domain,
or if a condemnation proceeding has been feled or is threatened against the Property or any part thereof, or if all or
any part of the Property is destroyed or materially damaged after the Inspection Period, Seller shall promptly provide
written notice to Buyer of any such event. UPON NOTICE OF SUCH OCCURRENCE, Buyer may reinspect the
Property and may, by written notice to Seller within ten (10) days after receiving Seller's notice, terminate this
Contract. Unless this Contract is so terminated, it shall remain in full force and effect, and Seller shall at Closing
assign and transfer to Buyer all of Seller's right, title and interest in and to any awazds that may be made for any
taking and any insurance proceeds, if any, payable after taking into account Seller's self-insured retention deductible
on account of casualty. The provisions of this paragraph shall survive Closing or temvnation of this Contract.
13. FOREIGN INVESTMENT: FIItPTA -RIGHT TO WITHHOLD. Seller agrees that Buyer may deduct
and withhold from the Purchase Price provided in Article II hereof, a tax in the amount of ten percent (t0%) of the
amount realized (as that term is used in Section 1445(a) of the Internal Revenue Code) by Seller pursuant to this
Contract, except upon the occurrence of either (i) or (ii) below:
(i) At or prior to Closing, Seller provides to Buyer a Certificate of Non-Foreign Status or a
Non-USRPHC Statement described in and complying with Section 1445(b)(2) or (3) of the Internal
Revenue Code of 1986, as amended (the "Code") (all references to Section or the Code include any
successor provisions thereto and any Treasury Regulations promulgated in connection thereto) and Buyer
has no knowledge or notice that such Certificate or Statement is false; or
(ii) At or prior to Closing Buyer received a withholding certificate described in Temp. Treas.
Reg. Section 1.1445-3T or Rev. Proc. 85-41.
Buyer agrees that any amount deducted and withheld pursuant to this Section shall be remitted to
the Internal Revenue Service in accordance with Section 1445 of the Code and the Regulations thereunder.
14. TERMINATION: If this Contract is terminated by either party pursuant to a right expressly given in this
Contract, Buyer shall be entitled to an immediate return of the Earnest Money deposit (unless the terms of this
Contract provide otherwise), and neither party shall have any further rights or obligations under this Contract except
as otherwise stated in this Contract.
15. DEFAULT AND REMEDIES: Seller or Buyer shall be in default under this Contract if either fails to
comply with any material covenant, agreement or obligation within any time limits required by this Contract.
Following a default by either Seller or Buyer under this Contract, the other party shall have the following remedies:
(a) If Seller defaults, Buyer may, as Buyer's sole remedy (i) specifically enforce this Contract and recover
damages suffered by Buyer as a result of the delay in the acquisition of the Property, including liquidated
damages as set forth in pazagraph 32, or (ii) terminate this Contract by written notice to Seller. If Buyer elects to
terminate this Contract, the Earnest Money shall be returned to Buyer upon written demand.
(b) If Buyer defaults, Seller may (i) specifically enforce this Contract and recover damages suffered by
Seller as a result of the delay in the sale of the Property; or (ii) terminate this Contract by written notice to Buyer
and, at Seller's option, either retain the Earnest Money as liquidated damages as Seller's sole remedy (the
parties recognizing that it would be extremely difficult to ascertain the extent of actual damages caused by
Exhibit C-1
CC 1878720v3
Page 3
PMB_K0529328.DOGMBOTOS
I T
Buyer's breach, and that the Earnest Money represents as fair an approximation of such actual damages as the
parties can now deternune), or (iii) pursue any other remedy and damages available at law or in equity.
If, as a result of a default under this Contract, either Seller or Buyer employs an attorney to enforce its rights, the
defaulting party shall, unless prohibited by law, reimburse the nondefaulting party for all reasonable attorney's fees,
court costs and other legal expenses incurred by the nondefaulting party in connection with the default. The
provisions of this paragraph shall survive Closing or termination of this Contract.
16. DISPOSITION OF EARNEST MONEY AND OTHER FUNDS AND DOCUMENTS: In the absence
of written escrow instructions, and notwithstanding any outer terms of this Contract providing for forfeiture or refund
of the Earnest Money, the Escrow Agent shall not distribute the Earnest Money or other escrowed funds or
documents, once deposited, without the written consent of all parties to this Contract. A party's signature on a
closing statement prepazed by the Escrow or Closing Agent shall constitute such consent. In the absence of either
written consent or written notice of a dispute, failure by either Buyer or Seller to respond in writing to a certified
letter from the Escrow Agent within fifteen (15) days of receipt, or failure by either Buyer or Seller to make written
demand upon the other party and upon the Escrow Agent for return or forfeiture of the Eannest Money, other
escrowed funds or documents within sixty (60) days after receiving written notice of cancellation of this Contract,
shall constitute consent to distribution of all funds and documents deposited with the Escrow Agent as suggested in
any such certified letter or written demand.
If a dispute arises over the disposition of foods or documents deposited with the Escrow Agent that results in
litigation, any attorney's fees, court costs and other legal expenses incurred by the Escrow Agent in connection with
such dispute shall be reimbursed from the Earnest Money or from other funds deposited with the Escrow Agent.
17. ENTIRE AGREEMENT AND MANNER OF MODIFICATION: This Contract, and any attachments
or addendums hereto, constitute the complete agreement of the parties concerning the Property, supersede all other
agreements and maybe modified only by initialing changes in this Contract or by written agreement.
18. NOTICES: All notices, consents, approvals, requests, waivers, objections or other communications
(collectively "notices") required under this Contract (except notice given pursuant to paragraph 17 of this Contract)
shall be in writing and shall be served by hand delivery, by prepaid United States certified mail, return receipt
requested, or by reputable overnight delivery service guaranteeing next-day delivery and providing a receipt or by
facsimile. All notices shall be addressed to the parties at the respective addresses as set forth below, except that any
party may, by notice in the manner provided above, change this address for all subsequent notices. Additionally a
copy will be provided to Seller's counsel addressed to: General Counsel, Rinker Materials, 1501 Belvedere
Road, 5"' Floor, West Palm Beach, Florida 33406, Facsimile: 561-803-6044. Notices shall be deemed served and
received upon the eazlier of the third day following the date of mailing (in the case of notices mailed by certified
mail) or upon delivery (in all other cases). A party's failure or refusal to accept service of a notice shall constitute
delivery of the notice.
19. DEADLINE FOR ACCEPTANCE: Buyer's offer to purchase the Property from Seller shall expire if
Seller has not accepted this Contract by signing and delivering a fully executed copy to Buyer, on or before the
earlier of (i) Buyer delivering written notice to Seller that Buyer's offer to enter into this Contract is withdrawn or
(ii) by 5:00 pm on Apri13, 2007.
20. TIlVIE AND EXACT PERFORMANCE ARE OF THE ESSENCE UNDER THIS CONTRACT.
21. ADDITIONAL TERMS: The parties hereby supplement and amend this form contract by the Addendums
"A," "B," "C" and "D-1", "D-2, and "E" attached hereto and made a part hereof. In the event of a conflict or
ambiguity between the printed form Contract and any Addendum, the applicable Addendum shall prevail and
control.
IN WITNESS WHEREOF, Seller and Buyer execute this Contract on the date(s), and at the time(s), indicated
below their respective signatures, the latest date below being the "Effective Date".
Exhibit C-1 Page 4 PMB_K0529328.DOC/MBOTOS
CC 1878720v3
T'
(SELLER)
By: Rodnev Gamble
Printed Name & Title
Date: Time:
Mailing Address:
Rinker Materials Concrete -Pipe Division
1501 Belvedere Road
West Palm Beach. FL 33406
Telephone:
Exhibit C-t
CC 1878720v3
T
Page 5
(BUYER)
Printed Name & Title
Date: Time:
Mailing Address:
City of Riverside. Missouri
2950 NW Vivion Road
Riverside. MO 64150
Telephone: 816-741-3993
PMB_K0529328.DOC/MBOTOS
ADDENDUM "A" TO REAL ESTATE SALE CONTRACT
BETWEEN
Hydro Conduit Corporation
AND
City of Riverside, Missouri
THIS EXHIBIT "A" CONTAINS ADDITIONAL PROVISIONS TO THE PRIN'T'ED FORM REAL
ESTATE SALE CONTRACT BETWEEN SELLER AND BUYER TO WHICH 1T IS ATTACHED. IN
THE EVENT OF CONFLICT OR AMBIGUITY BETWEEN THE PRINTED FORM CONTRACT
AND THESE ADDITIONAL PROVISIONS, THE ADDITIONAL PROVISIONS OF THIS EXHIBIT
"A" SHALL CONTROL.
22. SURVEY: Within five (5) days of the effective date of this Contract, Buyer may obtain at Buyer's sole
cost, a current survey of the property prepazed and certified to Buyer by a surveyor licensed in the state of Missouri.
The certificate of survey shall be in accordance with the l in;mnm Standazd Detail requirements for ALTA/ACSM
Land Title Surveys, shall contain a legal description of the Property and shall identify the boundaries of the Property,
the dimensions and area thereof, the location and dimensions of any improvements on the Property, the location and
dimensions of all recorded easements on the Property, the location and dimensions of all easements, rights-of-way,
driveways, roads, power lines, fences and encroachments on the Property which aze observable from a visual
inspection of the Property, and access to public roads or rights-of--way. The certificate of survey shall further certify
that no part of the Property lies within a designated floodplain or flood hazazd area. If upon receipt of the certificate
of survey, Buyer has a reasonable objection to a matter shown therein which affects or could affect the Property or
Buyer's use of the Property, Buyer shall within fourteen (14) days after receipt of the survey notify Seller of said
objection(s) in writing and Seller shall have until Closing to convect such matters to Buyer's reasonable satisfaction.
If Seller fails to correct such matters to Buyer's reasonable satisfaction on or prior to the date of Closing, Buyer shall
have the right to terminate the Contract by written notice given to Seller on or prior to the date of Closing, in which
event the Earnest Money shall be refunded to Buyer and neither party shall have any further liability under the
Contract.
23. PHYSICAL INSPECTION: Buyer shall have reasonable access to the Property for the purpose of
inspecting its physical condition. Buyer's inspection rights shall include performing soil tests, environmental tests or
audits, foundation and mechanical inspections, and such other inspections as Buyer may reasonably request.
Invasive investigations may be performed by parties that have provided proof of insurance coverage set forth in
Addendum D-1 and D-2 attached hereto. Seller may accompany Buyer on any entry onto the Properly, and Seller
must be present at the time of any invasive testing of the Property by Buyer. Buyer must provide Seller with a
specific plan for any invasive testing. Any entry on or to the Property by Buyer or its authorized representatives
pursuant to the provisions hereof shall be at the risk of Buyer, and Buyer hereby agrees to indemnify, hold harmless
and exonerate Seller from all loss, claim, liability, action or demand arising therefrom or connected therewith. Buyer
shall (i) prior to Buyer, or anyone acting on Buyer's behalf, entering onto the Properly, comply with the insurance
requirements set forth in Exhibit D-1 and D-2, (ii) permit no waste or damage to the Property, and (iii) comply with
the hazardous waste and standard safety rules attached hereto as Exhibit E. Buyer has no right or power to create
any liens against the Property and Buyer shall be responsible to completely restore the Property at the conclusion of
all tests and borings. The indemnity and restoration requirements set forth in this pazagraph shall survive the Closing
or other termination of this Contract. Copies of all tests and reports conducted by Buyer or on Buyer's behalf
concerning the Property shall be delivered to Seller within five (5) days of Buyer's receipt of results of such test or
report.
Buyer's obligations under this Contract aze contingent upon these inspections revealing that the physical condition of
the Property is satisfactory to Buyer, in Buyer's sole opinion. If Buyer is not satisfied with the physical condition of
the Properly, Buyer may elect to terminate this Contract, provided that this election must be made by written notice
Exhibit C-1 Page 6 PMB_KO529328.DOC/MBOTOS
CC 1878720v3
to Seller on or before Apri130, 2007. If, however, Buyer does not elect to terminate this Contract within this time
period, the contingency stated in this paragraph shall have been waived by Buyer and Buyer shall be obligated to
proceed with the Closing of this transaction and to accept the Property in the condition existing at the time of
Closing, "as is", without warranty or representation of any kind whatsoever, express or implied, from Seller or
Broker concerning the physical condition of the Property. Further, nothing herein shall be deemed or construed as
obligating or requiring Seller to remedy or cure any problems or otherwise address any situations described in or
otherwise referred to in, or discovered in the course of, any examinations, inspections, tests or investigations
conducted by Buyer, and Buyer does hereby release and discharge Seller therefrom, and without limiting the
generality of the foregoing, Seller shall have no responsibility to remedy, cure or otherwise remove or clean up any
environmental problem Buyer releases Seller from any present or future claims arising from or relating to the
presence or alleged presence of asbestos or harmful or toxic substances in, on, under or about the Property or the
Contents including, without limitation, any claims under or on account of (a) the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as the same may have been or may be amended from time to
time, and sin3ilaz state statutes, and any regulations promulgated thereunder, (b) any other federal, state or local law,
ordinance, mle or regulation, now or hereafter in effect, that deals with or otherwise in any manner relates to,
environmental matters of any kind, or (c) this Contract or the common law. The terms and provisions of this
paragraph shall survive Closing hereunder.
24. EARNEST MONEY DEPOSTT: Seller and Buyer direct the Escrow Agent to place the funds deposited
with it at the execution of this Contract in an interest bearing account. All interest and other earnings on the funds so
placed shall become part of the earnest money deposit and shall be disposed of as called for in this Contract in the
same manner as the funds originally deposited. The cash payment due at Closing shall be appropriately adjusted to
account for any interest or other earnings to the benefit of Buyer.
25. EXISTING LEASES: Within five (5) days after the date of this Contract, Seller shall deliver to Buyer tme
and complete copies of all existing leases affecting the Property and copies of the property tax and insurance bills, a
depreciation schedule for all assets, all records with respect to the rental income from the existing leases and the
expenses of operating the Property. At that time, Seller shall certify to Buyer in writing that the documents so
delivered do constitute true, complete and accurate copies of all existing leases and the income and expense records.
26. ESCROW FEES: Buyer shall pay all escrow and other fees chazged by the Title Company for handling
the closing of this transaction.
27. RECORDING AND CLOSING COSTS: Buyer shall pay for recording the deed and all fees and
expenses in connection with Buyer's financing, including, without limitation, recording fees and all other Closing
costs, including, without limitation, miscellaneous recording fees which aze not addressed above and escrow fees.
28. INCLUDED PROPERTY: The Property sold and to be conveyed hereunder shall include the following:
(a) all those certain plots, pazceLs or tracts of land referred to in Paragraph 2, together with all right, title and interest
of Seller in and to all rights, privileges, servitudes and appurtenances thereto belonging or appertaining, including
without limitation streets, alleys and rights of way adjacent thereto and Seller's interest in any rights of way that may
be vacated; (b) all buildings, structures, fixtures (excluding business/trade fixtures and all equipment and apparatus
used in the manufacture of goods by Seller) and other improvements located thereon; (c) all right title and interest of
the landlord in and to the leases which aze disclosed in the information fiunished to Buyer pursuant to Section 26
hereof, subject to the teens of paragraph 26 above.
29. PLANS, DRAWINGS AND REPORTS: Seller shall deliver to Buyer copies of all surveys, as-built
drawings, soil bearing and engineering reports, topography maps, final plans, specifications, and other similaz
matters relating to the physical aspects of the Property in the possession or control of Seller or Seller's
representatives, and similaz information relating to the environmental condition of the Property within five (5) days
after the date of this Contract. In the event Buyer fails for any reason to purchase the Property all such reports shall
be returned to Seller. Provided fiuther, and notwithstanding any other provision herein, if Buyer fails to purchase the
Property, any studies, reports, (including environmental reports), surveys, plans, drawings or other writings
containing analytical material, generated by Buyer in its review of the condition of the property, shall be delivered
to, and become the property of Seller. This obligation shall survive the closing hereof.
Exhibit C-1
CC 1878720v3
Page 7
PMB_K0529328.DOC/MBOTOS
T
30. SELLER LEASEBACK PROVISION: See Addendum "C" attached hereto and incorporated herein
by this reference.
31. NO OTIIER BROKERS: Except as provided in Section 11 of the Conh~act, Seller and Buyer each hereby
represent and warrant to the other that no other brokers or agents aze due any commissions from or relating to the
Closing of this transaction, and each party hereby indemnifies and agrees to hold the other harmless against and from
all claims asserted by any others for any such commission or fee.
32. LIQUIDATED DAMAGES: No later than April 1, 2008, Seller shall surrender the Property to Buyer in
good order and condition, except for reasonable wear and tear. Seller shall indemnify, defend and save Buyer
harmless against all costs, claims, loss or liability resulting from delay by Seller in so surrendering the Property. The
parties recognize and agree that the damage to Buyer resulting from any failure by Seller to timely surrender
possession of the Property as aforesaid will be substantial and accurate measurement will be impossible. Seller
therefore agrees that if possession of the Property is not surrendered to Buyer on the date set forth above or sooner
termination of the Lease, then, unless Buyer shall have consented in writing to Seller's holding over, Seller shall pay
Buyer as liquidated damages for each day during which Seller holds over in the Property, a daily sum equal to
$4,300. Any personal property remaining in the Property after April 1, 2008 or the sooner temrination of the term of
the Lease shall be deemed to be abandoned property at the option of Buyer. The provisions of this paragraph shall
survive Closing or termination of the Lease. Buyer shall be entitled to reduce the amount of the Purchase Price due
to Seller in the amount equal to the Liquidated Damages due hereunder.
33. 1031 LIKE KIND EXCHANGE. Seller may wish to structure this transaction in such a manner so as to
effectuate a simultaneous or deferred like-kind exchange (an "Exchange") pursuant to the applicable provisions of
Section 1031 of the Internal Revenue Code, as amended. Accordingly, notwithstanding any provision of this
agreement to the contrary, Seller and Buyer shall have the right to assign its rights under this agreement to a third
parry for the purpose of effectuating such an Exchange. Seller and Buyer shall cooperate in all reasonable respects
with the assigning party to effectuate such Exchange; provided, however, that: (i) the closing pursuant to this
agreement shall not be delayed by reason of such Exchange; (ii) the non assigning party shall not be required to incur
any additional cost or expense as a result of such Exchange, and assigning party shall forthwith, on demand,
reimburse the non assigning party for any additional cost or expense reasonably incurred by the non assigning party
as a result of such Exchange; (iii) Seller's ability to consummate such Exchange shall not be a condition to the
obligations of Seller or Buyer under this Contract, and neither Seller nor Buyer warrants to the other, and neither
Seller nor Buyer shall be responsible for, any of the tax consequences to the other with respect to the transactions
contemplated hereunder.
In addition to qualification under Section 1031 of the Code, Buyer and Seller intend for this transaction to be
part of a Section 1033 exchange, in lieu of condemnation. The Property is being acquired by the Buyer under threat
of condemnation pursuant to a previously approved tax increment financing development plan approved by the
Buyer.
34. Approval of Board. This Contract is subject to approval of the Boazd of Directors of Hydro Conduit
Corporation (the "Boazd"). In the event Seller should not notify Buyer of the Board's approval within thirty (30)
days following the Effective Date of this Contract, then this Contract shall be deemed automatically terminated,
Exhibit C-1 Page 8 PMB_K0529326.DOC/MBOTOS
CC 1878720v3
whereupon the parties shall be released from all further obligation to the other arising hereunder except with regard
to such provisions as expressly provide for survival of termination.
IN WITNESS WHEREOF, the parties have executed this Addendum this day of , 2007.
(SELLER)
By: Rodney Gamble
President
Printed Name & Title
Date:
Time:
(BUYER)
Printed Name & Title
Date: Time:
Exhibit C-1 Page 9 PMB_K0529328.DOGMBOTOS
CC 1878720v3
ADDENDUM "B" TO REAL ESTATE SALE CONTRACT
BETWEEN
Hydro Conduit Corporation
AND
City of Riverside, Missouri
THIS EXHIBTT "B" CONTAINS ADDITIONAL PROVISIONS TO THE PRINTED FORM REAL
ESTATE SALE CONTRACT BETWEEN SELLER AND BUYER TO WHICH TT IS ATTACHED. IN
THE EVENT OF CONFLICT OR AMBIGUITY BETWEEN THE PRINTED FORM CONTRACT
AND THESE ADDITIONAL PROVISIONS, THE ADDITIONAL PROVISIONS OF THIS EXHIBIT
"B" SHALL CONTROL.
RELOCATION PAYMENT AND ASSISTANCE WAIVER.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which the parties hereby acknowledge, Buyer and Seller hereby agree as follows:
Seller is aware and understands that the Property (as defined in the Contract) is a part of a
redevelopment project under Chapter 99, RSMo., and is partially financed utilizing tax increment
financing ("T1F"') approved by the City of Riverside, Missouri (the "Cit}~') pursuant to Missouri
law. As a result, Seller may be entitled or eligible to receive relocation payments, assistance
and/or other benefits, both monetary and non-monetary (collectively, "Relocation Assistance"),
on account of Seller's relocation from the Property, including, but not limited to, that which is
required by Sections 523.200 through 523.215 RSMo, as amended (the "Relocation Law's. See
attached Relocation Plan.
Seller acknowledges that the Relocation Law provides for relocation advisory assistance,
including suitable referrals for relocating a business, reestablishment expenses and for either
payment of actual, reasonable moving and related expenses, or at Seller's election, a moving
expense and disbursement as part of the available Relocation Assistance. Seller hereby
acknowledges the timely receipt of the Relocation Assistance information.
Seller further waives, to the extent allowed by law, any further notice or explanation of
such Relocation Assistance. Seller acknowledges that this waiver shall be filed with the City.
In consideration of the Purchase Price (as stated in the Contract) and other good and
valuable consideration, Seller hereby fully releases and waives any right, claim or eligibility
Seller may otherwise have to any state and local Relocation Assistance which now exists or
hereafter arises, and expressly agrees and acknowledges that the Purchase Price is intended to
and does in fact fully compensate Seller for any and all such rights, claims and eligibility.
Seller has executed this Waiver voluntarily, without compulsion of any kind or character,
and with full knowledge of Seller's rights to Relocation Assistance under the Relocation Law.
Exhibit C-1 Page 10 PMB_K0529328.DOC/MBOTOS
CC 1878720v3
I Y I
Seller represents and warrants to Buyer that the only tenancies or leases affecting the
Property are as follows, and that, upon request therefore by the Buyer, Seller will deliver to
Buyer a copy of any written lease referred to below:
Name of Tenant:
Date of Commencement of Tenancy:
Term of Tenancy (month to month, week to week, day to day, etc.): Rent:
Name of Tenant:
Date of Commencement of Tenancy:
Term of Tenancy (month to month, week to week, day to day, etc.): Rent:
IN WITNESS WHEREOF, the parties have executed this Addendum this day of
, 2007.
(SELLER)
By:
(BUYER)
By:
Printed Name & Title
Date: Time:
Exhibit C-1
CC 1878720v3
Page 11
Printed Name & Title
Date: Time:
PMB_K0529328.DOC/MBOTOS
T' I
CITY OF RIVERSIDE, MISSOURI
Relocation Assistance Plan
for
L-385 Levee Redevelopment Area
I. Introduction
The City of Riverside, Missouri (the "City") is utilizing the Real Property Tax Increment
Allocation Redevelopment Act, Section 99.800 RSMo., et. seq., as amended, ("TIP Act") to assist in
redeveloping areas identified in the L-385 Levee Redevelopment Plan, as amended ("TIP Plan").
This relocation policy is intended to meet the minimum requirements set forth in Section 523.200
- 215 R.S.Mo., as amended, ("the Relocation Statute"), which is incorporate herein, and all
interpretations of this relocation policy shall be made in light of such requirements. Those provisions
establish certain requirements .for relocation policies. This Relocation Plan is for displacements.
Notwithstanding any of the provisions of this TIF Plan, nothing shall preclude a developer selected to
implement a redevelopment project from providing relocation benefits in addition to those outiined
below.
II. The Relocation Statute
The Relocation Statute details the provisions which are required in any relocation plan. The
statutory requirements include the following benefits for eligible displacees:
1. Payments to all eligible displaced persons, as defined in Section 523.200, RSMo., who
occupied the property to be acquired for not less than ninety days prior to the initiation of negotiations
who are required to vacate the premises.
2. A program identifying special needs of displaced persons with special consideration
given as required under the Relocation Statute.
3. A program of referrals for eligible displaced persons: a minimum of three decent, safe
and sanitary housing referrals for residential persons or suitable referral sites for displaced business, a
minimum of ninety days' notice of referral sites for all eligible displaced persons prior to the date such
displaced persons are required to vacate the premises, and arrangements for transportation to inspect
referral sites.
4. A program for providing proper and timely notice to ali displaced persons, including a
general description of their potential rights and benefits if they are displaced, their eligibility for
relocation assistance, and the nature of that assistance. The notices required for compliance with this
section are as follows:
(a) A general information notice that shall be issued at the approval and selection of a
designated redeveloper and shall inform residential and nonresidential owners and
occupants of a potential project, including the potential acquisition of the property; and
(b) A notice of relocation eligibility that shall be issued as soon as feasible after the
execution of the redevelopment agreement and shall inform residential and
nonresidential occupants within the project area who will be displaced of their relocation
Exhibit C-1 Page 12 PMB_K0529328.DOGMBOT05
CC 1878720v3
Y'
assistance and nature of that assistance, including ninety days advance notice of the date
the occupants must vacate.
5. Ninety (40) days written advance notice prior to the time when occupants will be
required to vacate the property.
6. Eligible displaced residents may choose between (a) a fixed moving expense payment of
$1,000 or (b) payment for actual reasonable relocation costs, including but not limited to actual moving
costs, utility deposits, key deposits, storage of personal property up to one month, utility transfer and
connection fees and other initial housing deposits, including first and last month's rent and security
deposits. Such costs of relocation shall not include the cost of a replacement property or any capital
improvements thereto.
7. Eligible displaced businesses may choose between (a) a three thousand dollaz fixed
moving expense payment and up to an additional ten thousand dollars for reestablishment expenses; or
(b) actual costs of moving including costs for packing, crating, disconnection, dismantling, reassembling
and installing all personal equipment and costs for relettering similar signs and similar replacement
stationery, and up to an additional ten thousand dollazs for reestablishment expenses. Reestablishment
expenses are limited to actual costs incurred for- physical improvements to the replacement property to
accommodate the particular business at issue.
8. Written notice of the availability of relocation payments and assistance.
In addition, the Relocation Statute permits any owner of property, who is a displaced person, to
waive their relocation payments as part of the negotiation process for the acquisition of the land. Such
waiver shall be in writing, shall disclose the person's knowledge of the provisions of Section 523.205.5,
RSMo., and their entitlement to payment and shall be filed with the acquiring public agency. However,
any such waiver shall not include a waiver of any notice provisions of Section 523.205, and a displaced
person shall remain entitled to all of the provisions regarding programs which are contained in
subdivisions (2) and (3) of Section 523.205.5, RSMo.
III. Limitations On Eligibility
No displacee shall be eligible for relocation assistance or payments or be considered an eligible
displacee under this Relocation Plan if any of the following occur:
1. If such a displacee is a person or business who occupied the property for less than ninety
consecutive days immediately prior to the date the owner received the initial offer to purchase the
property. As the offer dates may vary for different properties, the date when an occupant becomes
eligible, which is called the "initiation of negotiations date," will be determined individually for each
property
2. Any other event or action occurs which may limit eligibility under the TIF' Act or
Relocation Statute or any other applicable statute.
IV. Relocation Assistance
Each displacee, both residential and commercial, will be given written notice of the availability
of relocation assistance and payments. Such notice shall include a general description of their potential
rights and benefits if they are displaced, their eligibility for relocation assistance, and the nature of that
Exhibit C-1 Page 13 PMB_KO52932s.DOC/MBOros
CC 1878720v3
~ 4. .. t ..
assistance. A general information notice that shall be issued at the approval and selection of a designated
redeveloper and shall inform residential and nonresidential owners and occupants of a potential project,
including the potential acquisition of the property. Another notice of relocation eligibility shall be issued
as soon as feasible after the execution of the redevelopment agreement and shall inform residential and
nonresidential occupants within the project area who will be displaced of their relocation assistance and
nature of that assistance, including ninety days advance notice of the date the occupants must vacate.
Each displacee will have an initial meeting with a developer or City official, who will collect
baseline information regarding their eligibility for assistance, relocation requirements and other needs
which would ease the relocation process. The official will serve as a resource for the occupant to ask
questions about the relocation process and obtain any necessary assistance. The type of services that will
be provided include the following:
Eligible Residential Displacees -Tenants and Owners/Occupants
1. Written information explaining the relocation program and at least 90 days written
advance notice prior to the time they aze required to vacate.
2. A program of referrals by which each displaced occupant may receive up to three (3)
referrals to decent, safe and sanitary housing which the residents can afford. Efforts will be made to
assist residents in obtaining affordable housing in the areas where they wish to reside.
3. Identification of any special needs of the displaced household and assistance in obtaining
any social services which they may require to meet those needs.
4. If necessary, assistance in making arrangements for transportation to referral sites.
5. Assistance in obtaining any relocation payments to which they might be eligible.
Eligible Commercial Displacees -Tenants and Owner/Occupants
1. Written information explaining the relocation program shall be provided to all
commercial displacees located upon property to be acquired by the City or by a developer pursuant to a
development agreement. Commercial displacees are to be given ninety (90) days written notice prior to
the time they are required to vacate. The time period for any notice to vacate referenced in this
paragraph may be extended, reduced, or waived by written agreement between the City and the
commercial displacee or the developer and the commercial displacee, filed with the City. However, there
shall be no waiver of any notice provisions of Section 523.205, and a displaced person shall remain
entitled to all of the provisions regarding programs which are contained in subdivisions (2) and (3) of
Section 523.205.5, RSMo.
2. Access to available replacement space compiled through contacts with area commercial
real estate brokers.
3. A program of referrals by which each displaced business may receive up to three (3)
referrals to alternative space.
4. Assistance in obtaining any relocation payments to which the business might be eligible.
V. Relocation Payments
Exhibit C-1 Page 14 PMB_K052932a.DOC/MBOTOS
CC 1878720v3
~ Y .. 1
The relocation payments which will be provided to displacees have been tailored to meet the
needs of each affected group. In all cases, the payments will meet the requirements of the Relocation
Statute. The eligibility requirements and benefit levels for each displaced group are described below:
Eligible Residential Displacees
1. Eligibility. Pursuant to the ternvs and conditions of this Relocation Plan, any person, as
defined in the Relocation Statute, that moves from the real property, or moves his personal property from
the real property pernianently and voluntarily as a direct result of the acquisition, rehabilitation,
demolition of, or receives written notice of intent to acquire such real property, in whole or in part, for
the redevelopment project will be eligible for relocation benefits, provided that the person who occupied
the property to be acquired and who will be displaced occupied the property for not less than ninety days
prior to the date the owner received the initial offer to purchase the property. As the offer dates will vary
for each property, the date when an occupant becomes eligible, which is called the "initiation of
negotiations date," will be determined individually for each property. Relocation assistance will not be
provided to any person who purposely resides or locates on a property in the Redevelopment Area solely
for the purpose of obtaining relocation benefits.
2. Relocation Payments for Owner/Occupants of Residential Property. Residential
owner/occupants may choose to receive a relocation payment by choosing one of the following options:
(a) $1,000; or
(b) Actual reasonable and necessary costs of relocation, including but not limited to
actual moving costs, utility deposits, key deposits, storage of personal property
up to one month, utility transfer and connection fees and other initial re-housing
deposits including first and last month's rent and security deposit (the cost of
upgrading any personal property or materials is excluded). Such costs of
relocation shall not include the cost of a replacement property or any capital
improvements thereto.
As part of the acquisition price for the property, the owner/occupant may agree to waive any other
relocation payment as provided in the Policy or the Relocation Plan. However, there shall be no waiver
of any notice provisions of Section 523.205, and a displaced person shall remain entitled to all of the
provisions regarding programs which are contained in subdivisions (2) and (3) of Section 523.205.5,
RSMo.
3. Relocation Payments for Residential Tenants. Residential tenants may choose to
receive a relocation payment by choosing one of the following options:
(a) $1,000; or
(b) Actual reasonable and necessary costs of relocation, including but not limited to
actual moving costs, utility deposits, key deposits, storage of personal property
up to one month, utility transfer and connection fees and other initial re-housing
deposits including first and last month's rent and security deposit (the cost of
upgrading any personal property or materials is excluded). Such costs of
relocation shall not include the cost of a replacement property or any capital
improvements thereto.
Exhibit C-1 Page IS PMB_K0529328.DOC/MBOTOS
CC 1878720x3
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Eligible Commercial Displacees
i. Eligibility. Any business that moves from the real property, or moves its personal
property from the real property permanently and voluntarily as a direct result of the acquisition,
rehabilitation, demolition of, or receives written notice of intent to acquire such real property, in whole or .
in part, for a specified redevelopment project will be eligible for relocation benefits, provided that the
business which occupied the property to be acquired which will be displaced occupied the property for
not less than ninety days.prior to the date the owner received the initial offer to purchase the property.
As the offer dates vary for each property, the date when an occupant becomes eligible, which is called
the "initiation of negotiations date," will be determined individually for each property. A business
includes any partnership, corporation or association which conducts a lawful activity which is primarily
for the purchase, sale or use of personal or real property or for the manufacture, processing or marketing
of products or commodities or primarily for the sale of services to the public. Relocation assistance will
not be provided to any business which purposely resides or locates on a property in the Redevelopment
Area solely for the purpose of obtaining relocation benefits.
2. Relocation Payments for Owner/Occupants of Commercial Property. Commercial
owner/occupants may receive a relocation payment by choosing one of the following options:
(a) a three thousand dollar fixed moving expense payment and up to an additional
ten thousand dollazs for reestablishment expenses; or
(b) actual costs of moving including costs for packing, crating, disconnection,
dismantling, reassembling and installing all personal equipment and costs for
relettering similaz signs and similaz replacement stationery, and up to an
additional ten thousand dollars for reestablishment expenses.
Reestablishment expenses are limited to actual costs incurred for physical improvements to the
replacement property to accommodate the particular business at issue.
As part of the acquisition price for the property, the owner/occupant may agree to waive any other
relocation payment as provided in the Policy or the Relocation Plan. However, there shall be no waiver
of any notice provisions of Section 523.205, and a displaced person shall remain entitled to all of the
provisions regazding programs which are contained in subdivisions (2) and (3) of Section 523.205.5,
RSMo.
3. Relocation Payments for Commercial Tenants. Commercial tenants may receive a
relocation payment by choosing one of the following options:
(a) a three thousand dollaz fixed moving expense payment and up to an additional
ten thousand dollars for reestablishment expenses; or
(b) actual costs of moving including costs for packing, crating, disconnection,
dismantling, reassembling and installing all personal equipment and costs for
relettering similar signs and similaz replacement stationery, and up to an
additional ten thousand dollazs for reestablishment expenses.
Reestablishment expenses aze limited to actual costs incurred for physical improvements to the
replacement property to accommodate the particular business at issue.
Exhibit C-1 Page 16 PMB_K0529328.DOC/MBOTOS
CC 1878720v3
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4. Ineligible Moving and Related Expenses. A displaced business is not entitled to
payment for the following items:
(a) The cost of moving any structure or other real property improvement in which
the displaced person reserves ownership; or
(b) Interest on a loan to cover moving expenses; or
(c) Loss of goodwill; or
(d) Loss of profits; or
(e) Loss of trained employees; or
(f) Any additional operation expense of a business incur-ed because of operating in
anew location; or
(g) Any legal fees or other cost for preparing a claim for a relocation payment or for
representing the claimant before the TIF Commission, the City, the Review
Committee or a developer; or
(h) Physical changes to the real property including the cost of upgrades at the
replacement location; or
(i) The cost of upgrading any equipment or personal property.
Review Procedure
1. Initiating an Appeal. A person may initiate an appeal by personally delivering or
mailing a written notice of appeal to the City c/o the City Administrator and to the developer
representative within sixty (60) calendar days after the person receives written notification of a
determination by a developer or other responsible party regarding the person's claim for relocation
payments and assistance. The appealing party is entitled to inspect and copy all materials pertinent to
his/her appeal in preparing the written notice.
2. Statement of Appeal. The appealing party shall. file with the City and the developer
representative a written statement of appeal describing in detail the error allegedly made in determining
the person's eligibility or amount or type of relocation assistance and attach any pertinent documentation.
All statements shall be confined to factual and legal issues.
3. Review Committee. Each appeal will be reviewed by a Review Committee consisting
of two developer representatives, the City Administrator, the City Attorney and a member from either the
Tax Increment Financing Commission of the City or the Board of Aldermen of the City. The
determination of the Review Committee shall be made on the basis of the statement of appeal and
supporting documentation and any response by the parties, provided, however, that the Review
Committee, in its sole discretion, may request the parties to appear at a hearing at a mutually agreeable
time and place. Neither party may submit additional material at that time. Each party may have the
opportunity to be represented by legal counsel at the party's expense.
Exhibit C-1
CC 1878720v3
Page 17
PMB_K0529328.DOC/MBOTOS
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4. Determination and Notification. Within thirty (30) days, the Review Committee shall
make a written determination on the appeal including an explanation of the basis upon which the decision
was made. The Review Committee shall furnish a copy to both parties.
EJj'ective for Relocations in 2006 and thereafter.
Exhibit C-1 Page 18 PMB_K0529328.DOC/MBOTOS
CC 1878720x3
ADDENDUM "C" TO REAL ESTATE SALE CONTRACT
BETWEEN
Hydro Conduit Corporation
AND
City of Riverside, Missouri
THIS EXHIBIT "C" CONTAINS ADDITIONAL PROVISIONS TO THE PRIN`T'ED FORM REAL
ESTATE SALE CONTRACT BETWEEN SELLER AND BUYER TO WHICH IT IS ATTACHED. IN
THE EVENT OF CONFLICT OR AMBIGUITY BETWEEN THE PRIN'T'ED FORM CONTRACT
AND THESE ADDITIONAL PROVISIONS, THE ADDITIONAL PROVISIONS OF THIS EXHIBIT
"C" SHALL CONTROL.
LEASE AGREEMENT
[Lease to be a triple net lease with monthly rental payments to the City of $10 per month.]
A DRAFT OF THE LEASE MUST BE ATTACHED BEFORE EXECUTION.
IN WITNESS WHEREOF, the parties have executed this Addendum this
.2007.
(SELLER)
By:
Printed Name & Title
Date: Time:
day of
(BUYER)
By:
Printed Name & Title
Date:
Time:
Exhibit C-1
CC 1878720v3
Page 19
PMB_K0529328.DOC/MBOTOS
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EXHIBIT D-1
At a minimum, the insurance outlined below shall be maintained covering the applicable party's activities and those
of any and all subcontractors.
Part I Provisions.
Cross Liability and Subrogation Requirements
The policy or policies providing insurance as required above shall incorporate the following "Cross
Liability" and "Subrogation" requirements:
Where more than one party comprises "The Insured'; each of the parties shall for the purpose of this
section be considered as a separate and distinct unit and the words "The Insured" shall be considered
as applying to each party in the same manner as if a separate policy had been issued to each of the
said parties and the insurers hereby agree to waive all rights of subrogation or action which the
insurers may have or acquire against any loss of the aforesaid parties arising out of any accident in
respect of which any claim is made hereunder.
2. Additional Insured Endorsement
The policy or policies providing insurance as required (and when applicable), with the exception of workers
compensation and employers' liability, shall defend and include Rinker Materials Corporation and all its
affiliates and subsidiaries, their agents and employees (collectively, "Rinker Materials") as Additional
Insureds.
3. No Reduction of Limit of Obligation
Insurance effected or procured shall not reduce or limit the applicable pariy's contractual obligation to
indemnify and defend Rinker Materials for claims or suits brought which result from or are in connection
with the perfonnance of the Contract.
4. Insurer Requirements
All insurance should be provided through companies authorized to do business in the state where the
project/job is being performed.
5. Retentions/Deductibles
In the event that the party obtaining coverage has any self-insured retentions or deductibles under any of the
following minimum required coverages, these self-insured retentions or deductibles shall be subject to the
approval of Rinker Materials and shall be the sole responsibility of such party.
6. Certificates of Insurance
Before entering the property subject to this Contract, a certificate of insurance completed by its insurance
carrier with an AM Best Minimum Rating of A-, agent or broker certifying that at least the minimum
insurance coverages required are in effect and specifying that the liability coverages are written on an
occurrence form and that the coverages will not be cancelled, non-renewed or materially changed without
thirty (30) days advance written notice to Rinker Materials shall be delivered to Seller .
The acceptance of delivery by Seller of any certificate of insurance evidencing the insurance coverages and
limits required in the Contract does not constitute approval or agreement by Seller that the insurance
Exhibit C-1 Page 20 Phts_xo5zv32s.DOCMtBOros
CC 1878720v3
requirements in the Contract have been met or that the insurance policies shown in the certificates of
insurance are in compliance with the Contract requirements.
Exhibit C-t Page 21 PMB_K0529328.DOC/MBOTOS
CC 1878720x3
Exhibit D-2
(to Purchase and
Sale Agreement)
Part II Schedule of Insurance Limits and Coverages
Worker's Comnensation Limits:
Worker's Compensation Statutory
Employer's Liability $1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease per Employee
Automobile Liability Limits: $1,000,000 Combined Single Limit Each
Accident
Coverage: *Additional Insured Endorsement (when applicable)
*All owned, non-owned, leased, hired, or borrowed vehicles
General Liability Limits: $1,000,000 Each Occunrence Limit
Coverage: *1986 (or later) ISO Comprehensive General Liability Form (Occurrence Form)
*Additional Insured Endorsement
*Dedicated Limits per Project site (applicable to construction projects)
*Completed Operation Coverage maintained for 3 years applicable to
construction projects)
Umbrella Liability Limits: $1,000,000 Each Occur./Agg.
Coverage: *Additional Insured Endorsement
*Concunency of Effective Dates with Primary
*Aggregates: Apply Where Applicable in Primary
*Drop Down Feature
If applicable. Builders Risk Limits: Total limits for the full cost replacement (any deductible
shall be the sole responsibility of the Contractor)
Coverage:
CC 1878720v3
*All Risk
*Transit
*Off--site storage
*Loss arising out of faulty workmanship or faulty materials or error in design
*Waiver of Subrogation
*Permission to Occupy
*No Coinsurance Clause
*Include Rinker Materials Corporation as Insured
PMB_K0529328.DOC/MBOTOS
Exhibit E
(to Purchase and
Sale Agreement)
Hazard Recognition and Standard Safety Rules
for
Outside Contractors, Vendors, Visitors and Licensees
Rinker Materials and its affiliates and subsidiaries (collectively, Rinker), in oxdu to comply with the MSHA/OSHA Hazazd Communication
Standazd and assure the safety of all, has compiled this listing of hazazds, rules, regulations and applicable procedures to inform and protect all
contractors, vendors, visitors, licensees, etc.-while on our property.
The following information should be read and understood by all Non-Rinker personnel before entering any of our 6cilities. If you do not
understand, or have questions, you aze responsible for asking a Rinker representative for assistance. Violation of any of these Safety Rules may
result in immediate and permanent dismissal from all Rinker properties.
• Outside contractors, vendors and visitors will abide by all Rinker safety rules, OSHA regulations, MSHA regulations and safety training
requirements as mandated by Rinker policy, OSHA and MSHA (specifically those for Metal & Non metal mines located in 30 CFR, pazts 48,
56, & 58).
• No weapons or firearms aze permitted on Rinker property.
• Required personal protective equipment, which may include hazd hats, safety glasses and steel toed footweaz shall be worn by any personnel
entering Rinker property (except office azeas).
• Hearing protection shall be worn in areas so designated by posted signs.
• Any equipment used on a Rinker site shall meet the minimum standazds of MSHA/OSHA with regazd to noise and air emissions.
• All no smoking signs must be strictly obeyed. Company policy prohibits smoking in any office space, as well as posted areas around fuel tanks
and explosives.
• All posted traffic rules and regulations aze to be followed at all times. Speed limit is 15 miles per hour on Rinker property, unless otherwise
posted.
• When entering Rinker property, travel should be limited to the specific azea where your services axe required. Travel to other azeas without
authorization is not allowed.
• All contractors, vendors, visitors and their employees aze expected to comply with Rinket's drag and alcohol testing policy. Refusal or failure
to participate, or a positive result from testing could result in immediate and permanent dismissal from all Rinker properties.
• Chemicals aze in use on Rinker properties. Before working with or azound any of these potentially hazazdous materials ask fox infom~ation
and/or Material Safety Data Sheets (MSDS) about them and the dangers they pose.
• No contractor, vendor or visitor may bring any chemicals onto Rinker property without first presenting a current MSDS for each one to the
Safety Officer of the plant and receiving authorization.
• Vehicles aze not to be pazked in the working area of any heavy equipment or mobile equipment. Rinker equipment has the right of way at all
times.
• Contractors, vendors and visitors are to exercise extreme caution when crossing railroad tracks. Be sure trains aze stationary, or moving away
from crossings before proceeding.
• No Rinker equipment shall be used for contractor work without permission from the Rinker supervisor in chazge of such equipment. Rinker
equipment shall be operated by Rinker personnel only, unless authorized by the site manager.
• All persons entering Rinker property in a customer or contractor track must stay inside the cab of the vehicle, and/or must follow the
directions of the forkGfr/loader operator while being loaded. If exiting the vehicle is necessary, all Rinker safety rules, including wearing a hard
hat, are to be followed.
CC 1878720v3
• When working or walking in elevated areas that aze not protected by hand rails, a safety harness with lifeline must be used for fall protection.
• All oxygen, acetylene and other pressurized gas bottles belonging to contractors, vendors or visitors shall be secured at all times. When not in
use, bottles should be capped.
All contractors must comply with MSHA/OSHA Confined Space permitted entry requirements.
LOCgOUT/TAGOUT Policy
When inspecting repairing any piece of moving machinery on Rinker property, contractors, vendors, visitors and licensees shall abide by
OSHA/MSHA regulations on lockout/ragout, to include the following:
• All guazds shall remain in place until the machine has stopped.
• Once stopped, the power shall be cut off at the main power supply, and locked out and tagged with name by each person performing work.
• Equipment shall be tested to ensure that power supply has been disconnected and all forms of residual energy have been relieved.
• Once lockout is ensured, guazds may be removed and repair work begun.
• All machine guazds shall be secured in place before removing padlocks and re-energizing machine, except as otherwise specifically authorized
by plant manager ox his authorized representative for testing purposes only.
• Safety locks should be removed only by the persons who installed them and whose name is on the tag.
MSHA ID#
(print name) (Company) (f available)
have received and read a copy of the Hazazd Recognition and Safety Hiles for Rinker Materials and its subsidiaries. As a condition of my being
allowed on Rinker pmperty as a contractor in good standing, of as a vendor ox visitoz, I agree to comply with all items shown in this document, as
well as other Rinker, OSHA, and MSHA health and safety standazds.
Date•
Received by Rinker Site Manager
Rinker Site MSHA ID#
(signature)
(date)
,.
CC 1878720v3
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~''
I' COMMERCIAL AGENCY AND BROKERAGE
DISCLOSURE ADDENDUM
SELLER/LANDLORD: Hyrdo Conduit Corporation, a Delaware corporation
BUYER/TENANT: City of Riverside, Missouri
PROPERTY ADDRESS, CITY, COUNTY, STATE, ZIP: Highway 9 8 Van de Populaire Road, Riverside, Missouri
DATE OF CONTRACT:
THE FOLLOWING DISCLOSURE IS MADE IN COMPLIANCE WITH MISSOURI AND KANSAS REAL ESTATE LAWS AND
RULES AND REGULATIONS. APPLICABLE SECTIONS BELOW MUST BE CHECKED, COMPLETED, SIGNED AND DATED
FOR BOTH SELLER AND BUYER
Seller/Landloni and Buyer/Tenant acknowledge that the real estate Licensee involved in this transaction may be acting as agents of the
Seller/Landbrd, agents of the Buyerli'enant, Transaction Brokers or fin Missouri only) Disclosed Dual Agents. LICENSEES ACTING
AS AN AGENT OF THE SELLER/LANDLORD HAVE A DUTY TO REPRESENT THE SELLER'S/LANDLORD'S INTEREST AND
WILL NOT BE THE AGENT OF THE BUYER/TENANT. INFORMATION GIVEN BY THE BUYERITENANT TO A LICENSEE
ACTING AS AN AGENT OF THE SELLER/LANDLORD WILL BE DISCLOSED TO THE SELLERMNDLORD. LICENSEES
ACTING AS AN AGENT OF THE BUYERITENANT HAVE A DUTY TO REPRESENT THE BUYER'S/TENANT'S INTEREST AND
WILL NOT BE AN AGENT OF THE SELLER/LANDLORD. INFORMATION GIVEN BY THE SELLER/LANDLORD TO A LICENSEE
ACTING AS AN AGENT OF THE BUYERITENANT WILL BE DISCLOSED TO THE BUYER/TENANT. LICENSEES ACTING IN
THE CAPACITY OF A TRANSACTION BROKER ARE NOT AGENTS FOR EITHER PARTY AND DO NOT ADVOCATE THE
INTERESTS OF EITHER PARTY. LICENSEES ACTING AS DISCLOSED DUAL AGENTS ARE ACTING AS AGENTS FOR BOTH
THE SELLERILANDLORDRND THE BUYER/TENANT. (Note: A separate Dual Agency Disclosure Addendum is required).
Licensee Assisting Seller/Landlord is acting as: (Check applicable)
^ Seller's/Landbrd's Agent
^ Designated Sellers/Landlord's Agent (Supervising Broker acts as Transaction Broker)
^ Transaction Broker
^ Disclosed Dual Agent (Missouri only-Disclosed Dual Agency Addendum Is requ/red)
® N/A-Seller(s) is not represented
^ Sub Agent
Licensee Assisting BuyerlTenant is acting as: (Check applicable)
^ Seller's/Landbrd's Agent
® Btryets/Tenant's Agent
^ Designated Sellers/Landlord's Agent (Supervising Broker acts as Transaction Broker)
^ Designated Buyer'srTenant's agent (Supervising Broker acts as Transaction Broker)
^ Transaction Broker
^ Disclosed Dual Agent (Missouri only-Disclosed Dual Agency Addendum Is required
^ N/A, Buyer(s) is not represented
^ Sub Agent
PAYMENT OF COMMISSION: All licensees(s) indicated above will be paid a commission at closing of the sale of the property as
follows: (check applicable paragraph)
^ Seller/Landlord to Pay all Licensees. All Licensees(s) will be paid from the Seller's funds at closing according to the
terms of the Listing or other Commission Agreement.
® BuyerlTenant to Pay BuyePs Agent. Seller/Landlord's Licensee, if any, will lie paid from the Seller's funds at cosing
according to the terms of the Listing Agreement. Buyedfenant's Agent will be paid from the Buyer's funds according to the
terms of the Buyer/Tenant Agency Agreement.
CAREFULLY READ THE TERMS HEREOF BEFORE SIGNING. WHEN SIGNED BY ALL PARTIES, THIS DOCUMENT
BECOMES PART OF A LEGALLY BINDING CONTRACT. IF NOT UNDERSTOOD, CONSULT AN ATTORNEY BEFORE
SIGNING. THE PARTIES EXECUTING THIS CONTRACT REPRESENT AND WARRANT THAT THEY ARE LEGALLY
AUTHORIZED TO DO SO.
Licensees hereby certify that they are licensed to sell real estate in the state in which the Property is located.
SELLER/LANDLORD DATE BUYER/TENANT DATE
SELLER/LANDLORD DATE BUYER(fENANT DATE
LICENSEE ASSISTING SELLER/LANDLORD DATE LICENSEE ASSISTING BUYERlfENANT DATE
Approved by Legal Counsel of the Kansas City Regional Association of REALTORS®for exclusive use by its REALTOR® members. No warranty is made or implied as
to the legal validity or adequacy of this Contract or that it complies in every respect with the law or that its use is appropriate for all situations. Local law, customs and
practices, and diffedng circumstances in each transaction may dilate that amendments to this Contract be made. Copyright January 2007. Last revised 08/04. All
previous versions of this document may no longer be valid.
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