HomeMy WebLinkAbout1605 Purchase Real Estate from Quiktrip Corporation BILL NO. 2018-031 ORDINANCE NO. IL 05-
AN ORDINANCE AUTHORIZING AND APPROVING THE EXECUTION OF A CONTRACT OF
SALE OF REAL ESTATE BY AND BETWEEN THE CITY OF RIVERSIDE, MISSOURI AND
QUIKTRIP CORPORATION
WHEREAS, The City of Riverside, Missouri ("City"), with the recommendation of the
City's real estate consultant, CBC Real Estate Group, LLC ("CBC"), desires to purchase from
QuikTrip Corporation ("QuikTrip"), a former gas station and convenience store site, being a 1.45
acre site in Riverside, Missouri (the "Property"), a depiction of which is attached hereto and
incorporated herein as EXHIBIT A; and
WHEREAS, representatives of the City and QuikTrip have negotiated a Contract of Sale
of Real Estate (the "Contract') between the City and QuikTrip for the purchase and sale of the
Property, which Contract is attached hereto as EXHIBIT B and incorporated herein; and
WHEREAS, the purchase and development of the Property is anticipated to contribute
towards increased activity and revenues under the L-385 Levee Redevelopment Plan, as
amended (the"TIF Plan"), and other economic development within the City; and
WHEREAS, the City finds that it is in the best interests of the City in order to further the
objectives of the TIF Plan, and the objectives of industrial and economic development for the
City, to authorize and approve the purchase of the Property by the City from QuikTrip as
provided for in the Contract.
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. The Recitals set forth above in this
Ordinance are incorporated into and made a part of this Ordinance as if fully set forth in this
Section 1. The Board of Aldermen hereby find and determine that entering into the Contract
with QuikTrip will further the objectives of the TIF Plan and the objectives of industrial and
economic development of the City, full a public purpose and will further the growth of the City,
facilitate the development of the City of Riverside, improve the environment of the City, increase
the sales tax revenues realized by the City, foster increased economic activity within the City,
increase the assessed valuation of the real estate situated within the City, increase employment
opportunities within the City, enable the City to direct the development of the Area, further the
health, safety, and welfare of its residents and taxpayers, and that the City's purchase of the
Property from QuikTrip according to the terms and conditions set forth in the Contract at a
purchase price of Six Hundred Fifty Thousand and 00/100 Dollars ($650,000.00) therefore will
be in the best interests of the City.
SECTION 2 -APPROVAL OF CONTRACT AND PAYMENT OF FUNDS. The Contract,
in substantially the form as presented with this Ordinance, upon the terms and conditions and
price contained therein, is hereby approved and authorized.
SECTION 3 - AUTHORITY GRANTED. The City hereby authorizes the Mayor of the
City to execute and deliver the Contract, and authorizes the City to make payment to QuikTrip in
the amount of Six Hundred Fifty Thousand and 00/100 Dollars ($650,000.00) upon closing of
the purchase of the Property, pursuant to the terms and conditions contained in the Contract.
The Mayor, the City Administrator, the City Attorney, the Special Counsel to the City, the
Finance Officer and other appropriate City officials are hereby authorized to take any and all
WA 11518392.2
actions as may be deemed necessary or convenient to carry out and comply with this Ordinance
consistent with the Ordinances of the City and the laws of the State of Missouri.
SECTION 4 - FAILURE TO COMPLY. That failure to comply with all of the provisions
contained in this ordinance shall constitute violations of both this ordinance and the City's
Unified Development Ordinance.
SECTION 6 -SEVERABILITY CLAUSE. The provisions of this ordinance are severable
and if any provision hereof is declared invalid, unconstitutional, or unenforceable, such
determination shall not affect the validity of the remainder of this ordinance.
SECTION 6 - EFFECTIVE DATE. This ordinance shall be in full force and effect from
and after the date of its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only, PASSED
AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the
City of Riverside, Missouri this 17"'day of July, 2018.
• ' Uayor Kathleen L. Ros
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Robitl Kincaid, -CI�7k
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Approved as to form:
Sli@ncer Fane LLP,
y Bednar
,by
ial Counsel to the City
2 WA 11518392.2
EXHIBIT A
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EXHIBIT B
CONTRACT OF SALE OF REAL ESTATE
(See Attached)
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Surplus Asset#E170
CONTRACT OF SALE OF REAL ESTATE
THIS CONTRACT is entered into effective the date it is last executed, between QUIKTRIP
CORPORATION, an Oklahoma corporation ("Seller"), and the CITY OF RIVERSIDE,
MISSOURI, a Missouri municipal corporation("Suver").
Upon approval of this Contract by both Seller and Buyer, evidenced by their signatures
hereto, a valid and binding contract of sale shall exist. The "Effective Date" shall be the date this
Contract is last executed. The terms and conditions of which shall be as follows:
1. SALE: Seller agrees to sell and convey to Buyer by a Special Warranty Deed (the
"Deed")and Buyer agrees to purchase the real estate commonly known and numbered as 4510 NW
Gateway Avenue, Riverside, Platte County, Missouri 64150, having a Parcel ID of 23-2.0-04-200-
006-002.000 (the "Pro rt ") which is depicted on Exhibit "A" attached hereto, together with any
improvements thereon, if any, in their present condition, as well as all rights, privileges,
appurtenances and immunities thereto. The exact size and legal description of the Property shall be
determined by an ALTA boundary survey to be provided by Buyer as provided in paragraph 3
hereof.
2. PURCHASE PRICE: The total "Purchase Price" shall be Six Hundred Fifty
Thousand and No/100 Dollars($650,000.00),payable as follows:
(a) Twenty-Five Thousand and No/100 Dollars ($25,000.00) within three (3)
business days following full execution of this Contract, as earnest money and part payment of the
Purchase Price(the "Earnest Money Deposit). The Earnest Money Deposit shall be held in a non-
interest bearing account by Stewart Title of Kansas City, Attn: Mrs. Teresa Sleeth, 1220
Washington, Suite 102,Kansas City,Missouri 64105 (the"Escrow Agent'), and
(b) The balance of the Purchase Price, subject to prorations and adjustments as
set forth herein, shall be paid to Seller, in immediately available funds, upon delivery of the Deed at
Closing,unless otherwise provided herein.
3. SURVEY: If a survey is available and in the possession of Seller,the same shall be
provided to Buyer within two (2) days of the Effective Date hereof. Buyer may elect to have a
"Survey" prepared during the Inspection Period (as defined below), which shall comply with
the minimum standard detail requirements for land title surveys. The cost of the Survey shall be
home by Buyer.
4. TITLE: Seller, within fifteen (15) days of the Effective Date of this Contract, shall
furnish Buyer a commitment (the "Title Commitment') for a standard Owners Title Insurance
Policy(Owner's Policy ALTA 6-17-06) (the"Title Policy"), with the"standard exceptions"deleted
prior to Closing, insuring Buyer in the amount of the Purchase Price as of the date of the recording
of the Deed, subject only to reasonable utility easements and building restrictions of record, if any,
which do not hinder Buyer's intended plans for the Property (the "Permitted Exceptions"). Buyer
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shall have ten (10) days after receipt in which to have the Title Commitment examined and furnish
Seller notice, in writing, of any objections to the title; provided, however, that Buyer shall not have
to object to the "standard exceptions", rights of parties in possession, or any deeds of trust or other
liens affecting the Property, which shall all be cured by Seller prior to Closing. In case of valid
objections to the title, Seller shall have twenty (20) days or such additional time as may be agreed
to, in writing, by Seller and Buyer to satisfy such objections; provided, however, Seller shall have
no obligation to satisfy any such objections. If such valid objections cannot be satisfied, or Seller
elects not to satisfy, within the time specified in this paragraph, the Earnest Money Deposit shall be
returned to Buyer, Buyer shall return the Title Commitment to Seller, and this Contract shall be of
no further force and effect. The cost of title insurance shall be the responsibility of Seller and shall
be charged to Seller at Closing.
5. TAXES AND PRORATIONS:
(a) Seller shall pay in full:
(i) all special assessments currently due against the Property upon the
Closing Date,whether or not payable in installments;
(ii) all taxes,other than general ad valorem taxes for the current calendar
year,which are a lien on the Property upon the Closing Date;and
(iii) the cost of any item of workmanship or material furnished on or prior
to the Closing Date, including utility charges, which is or may
become a lien on the Property.
(b) The following items shall be prorated between Seller and Buyer as of the
Closing Date:
(i) all city, state and county ad valorem taxes for the current calendar
year, provided that, if the amount of such taxes has not then been
fixed, the proration shall be based upon the rate of levy for the
previous calendar year, which rates and valuations shall be deemed
binding and conclusive. Buyer shall be responsible for all actual
taxes that accrue after the Closing Date and for any taxes for which
Seller has provided funds to Buyer at Closing. The provisions of this
paragraph shall survive Closing;and
(ii) any other items which are customarily prorated in connection with
the purchase and sale of properties similar to the Property.
6. REPRESENTATIONS AND WARRANTIES; ENVIRONMENTAL
DISCLOSURES:
(a) Definitions. The term "Hazardous Substances"as used in this Contract shall
mean and include petroleum products (including gasoline, diesel, fuel oil, or motor oil) and any
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fraction thereof and any and all hazardous and toxic substances as defined and regulated by any
local, state or federal law, rule or regulation pertaining to environmental matters, including but not
limited to the Comprehensive Environmental Response, Compensation, and Liability Act
("CERCLA")and the Resource Conservation and Recovery Act("RCRA")(all such laws,rules and
regulations being referred to herein collectively as"Environmental Laws").
Seller hereby represents and warrants to Buyer that for the period of time Seller was the
owner of the Property:
(i) To the best of Seller's knowledge, Seller has identified to Buyer the
known Hazardous Substances manufactured, handled or stored on
the Property;
(ii) To the best of Seller's knowledge, there are no Hazardous
Substances located on or present at the Property, including soil,
groundwater, and vapors, excluding any de minimis conditions that
would not require any environmental investigation or cleanup under
Environmental Laws;
(iii) There have been no releases,spills,or leaks of Hazardous Substances
at or on the Property that have required any type of reporting or
notification under Environmental Laws, nor has Seller made any
reports or notifications regarding releases, spills, or leaks of
Hazardous Substances at or on the Property to local, state or federal
environmental agencies;
(iv) Seller has disclosed to Buyer all known environmental studies or
reports in its possession conducted regarding the Property;
(v) To the best of Seller's knowledge, the Property is not subject to any
state liens, superliens, fines or restrictions due to the state or federal
government's cleanup of the Property;
(vi) To the best of Seller's knowledge, Seller has complied with all
required environmental permits and reporting requirements affecting
the Property, and, except as otherwise disclosed by Seller to Buyer,
has been at all times in material compliance with Environmental
Laws;
(vii) To the best of Seller's knowledge,there are no pending or threatened
environmental criminal, civil or administrative proceedings against
Seller related to the Property;
(viii) There are no lawsuits or legal proceedings pending or, to the best of
Seller's knowledge, threatened, regarding encumbrances on, or the
ownership, use or possession of, the Property;and
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(ix) There are no leases or service agreements affecting the Property
which will continue after Closing.
Seller shall hold harmless, indemnify and defend Buyer and its successors and assigns, and each of
their respective officers, directors, employees, agents and representatives, from and against any loss
or damage(including court costs and reasonable attorneys' fees)resulting from any inaccuracy in or
breach of any representation or warranty of Seller under this Contract. This indemnification shall
survive Closing for a period of one(1)year.
(b) Testing of Property.
(i) Seller has caused the Property to be inspected and tested by SCS
Aquaterra. A Baseline Assessment Report dated May 8, 2015 and a
UST Closure Report dated May 14, 2015 (collectively, the
"Assessments'), will be furnished to Buyer and are incorporated
herein as Exhibit"B".
(ii) Within the Inspection Period, Buyer or its designee, at its sole cost
and expense, may conduct an environmental assessment and/or
inspection of the Property, which includes, but is not limited to the
testing of the soil, groundwater, or soil vapors for any Hazardous
Substances. Buyer shall provide copies of any such test results
and/or reports generated as a result of its environmental assessment
and/or inspection to Seller on or before Closing for informational
purposes but Seller may not rely on findings of the testing. If Seller
intends to rely on the findings of the testing, then Seller shall
participate in fifty percent (50%) of the cost of the testing. During
the Inspection Period, Buyer shall maintain, or cause its contractors
to maintain, comprehensive general liability insurance in the amount
of $2 million per occurrence, worker's compensation insurance as
required by state law, and automobile liability insurance for all
vehicles driven onto the Property in the amount of $1 million per
occurrence. Buyer agrees to indemnify and hold Seller harmless
from any and all loss, liability, claims and damages arising out of the
exercise of Buyer's rights under this paragraph. This indemnification
shall survive Closing or termination of this Contract.
7. POST CLOSING ENVIRONMENTAL: The occurrence of any new spill or
release of Hazardous Substance on the Property subsequent to Buyer's possession of the
Property which is not caused by Seller and which causes a new environmental condition to be
present, as determined by comparison to the Assessments and the environmental diligence and
assessments conducted by Buyer before Closing for purposes of developing a baseline of pre-
existing conditions prior to Closing ("New Environmental Condition"), shall relieve Seller of
any responsibility or liability for the cost, or any other duty as to the monitoring or remediation
of the New Environmental Condition on the Property and, upon the existence of any such New
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Environmental Condition, Buyer shall be deemed to have waived and released any claim Buyer
may have against Seller for any past, present or future contamination upon the Property, unless
such New Environmental Condition is proven by Buyer to have arisen from pre-existing
conditions prior to Closing on the Property. When Seller is relieved of any further responsibility
for a New Environmental Condition, as herein provided, Buyer shall thereafter(a)be responsible
and liable for all costs of any corrective or other action required by the appropriate governmental
agency, including, but not limited to RBCA studies, monitoring or remediation of the New
Environmental Condition, and (b) indemnify, defend and hold Seller harmless from and against
any and all liability, cost, claims and damages, including, but not limited to, attorney's fees and
court costs and damages or injury to third parties, arising out of Buyers actions specified in this
paragraph or the levels of contamination upon the Property in connection with the New
Environmental Condition. Further, upon Seller's release of responsibility, as provided herein,
Seller shall cooperate and agrees to take reasonable steps necessary to assign and/or convey to
Buyer any proceeds Seller may be entitled to any federal, state or local environmental
reimbursement or insurance funds, if any, for the Property. However, Seller shall in no way be
required to assign or convey any right or interest it may possess to insurance proceeds paid
through a private policy contracted for by Seller. The provisions of this paragraph shall survive
Closing.
8. AS-IS PURCHASE; INSPECTION OF PROPERTY; SELLER COVENANTS;
BUYER'S CONDITIONS PRECEDENT:
(a) Buyer specifically acknowledges and agrees that Buyer has, or will within
the Inspection Period, as may be extended pursuant to paragraph 10, complete an investigation and
inspection of the Property. Further, and except as otherwise provided herein, Seller and Buyer
expressly agree that the Property is sold on an "AS IS" basis only, WITH ALL FAULTS OF ANY
KIND. EXCEPT AS SET FORTH IN PARAGRAPH 6 ABOVE AND IN THE DEED, SELLER
EXPRESSLY DISCLAIMS WARRANTIES, EXPRESS OR IMPLIED, AS TO THE FITNESS,
ENVIRONMENTAL COMPLIANCE, AREA, CONDITION, QUALITY, QUANTITY,
CHARACTER, SIZE, DESCRIPTION, MERCHANTABILTY OR HABITABILITY OF THE
PROPERTY OR OTHERWISE, EXCEPT AS SPECIFICALLY SET FORTH IN THIS
CONTRACT AND THE DEED TO BE DELIVERED HEREUNDER. EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH HEREIN, BUYER
WAIVES ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED. The
provisions of this paragraph shall survive Closing.
(b) Within ninety (90) days of the Effective Date (the "Inspection Period',
unless such period is extended as provided in paragraph 10 hereof, Buyer shall have the right to
inspect the Property to determine that it is acceptable for the use intended. If Buyer determines,
within the Inspection Period, that the Property is not suitable for the use intended, Buyer may elect
to terminate this Contract by written notice to Seller and Escrow Agent, whereupon, the Earnest
Money Deposit shall be returned to Buyer, and neither party shall have any further obligations
hereunder. In the event this transaction does not close, for any reason, Buyer shall provide Seller
with a complete copy of all data, reports, studies, or assessments regarding the Property obtained by
Buyer during its inspection of the Property.
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(c) Seller shall promptly notify Buyer of all actions,events or circumstances of a
material nature affecting the Property. Seller shall promptly deliver to Buyer copies of all
processes, pleadings and notices received by Seller in connection with the Property. If any such
event, occurrence, circumstance, condition, notice, action or other matter shall be unsatisfactory to
Buyer in its sole discretion, Buyer may then or at any time thereafter, to and including the Closing
Date, cancel this Contract, in which event the Earnest Money Deposit shall be returned to Buyer and
neither party shall have any further obligation to the other hereunder.
(d) From and after the date hereof, Seller shall not enter into any new contract,
easement, lease, or other agreement concerning the Property, or make any changes or alterations to
the Property, without Buyer's prior written consent, which consent shall not be unreasonably
withheld,conditioned,or delayed.
(e) Buyer's Conditions Precedent. Notwithstanding anything contained
elsewhere in this Contract to the contrary, this Contract and all obligations of Buyer hereunder are
expressly conditioned on all of the following conditions precedent being in effect or complied with
on and as of the Closing Date:
L No Material Change. No material adverse change, as determined by Buyer
in its reasonable discretion, shall have occurred from the Effective Date to
the Closing Date with respect to the Property.
ii. Condition of Title. The Title Commitment shall be re-dated as of the
Closing Date, and, as so re-dated, shall disclose good and marketable title to
the Property vested in Seller, free and clear of all liens, charges, claims,
actions, encumbrances and title exceptions of any kind whatsoever except
the Permitted Exceptions; and the Escrow Agent shall be prepared to issue
the Title Policy to Buyer in the form required by paragraph 4 immediately
upon recording of the Deed.
iii. Environmental Notices. Seller shall not have received any complaints,
claims, citations, demands, inquiries, requests for information, reports or
notices relating to the environmental condition of the Property or non-
compliance with any Environmental Laws,other than as set forth herein.
iv. Actions Against Seller. There shall be no action, suit or other proceeding
pending against Seller which would interfere with Seller's ability to execute
this Contract or to carry out Seller's obligations hereunder, and no action,
suit or other proceeding shall be pending or threatened against Seller before
any court or governmental agency which presents a risk of the imposition of
any liability on Buyer, whether for damages, rescission, injunctive relief,
contempt or otherwise, if the purchase of the Property pursuant to this
Contract is closed.
v. Seller's Representations and Warranties. Seller's representations and
warranties set forth in paragraph 6 shall remain true, correct and complete in
all material respects.
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vi. No Bankruptcy or Dissolution. At no time on or before the Closing Date
shall any of the following have been done by or against or with respect to
Seller: (a) the commencement of a case under Title 11 of the U.S. Code, as
now constituted and hereafter amended, or under any other applicable
federal or state bankruptcy law or other similar law, and, in the case of any
involuntary bankruptcy or insolvency proceeding, failure to obtain dismissal
of such proceeding within 45 days after the filing thereof; (b) the
appointment of a trustee or receiver of any property interest; (c) an
assignment for the benefit of creditors generally; (d) an attachment,
execution or other judicial seizure of any property interest which, in Buyer's
reasonable opinion, would materially adversely affect the ability of Seller to
meet its financial obligations as they accrue; (e)the taking of, failure to take
or submission to any action indicating an inability of Seller to meet its
financial obligations as they accrue;or(f)a dissolution or the disposition of a
substantial portion of Seller's assets.
vii. Deliveries by Seller. Seller shall have executed and delivered or caused to
be executed and delivered to Buyer and/or the Escrow Agent, as herein
provided, all documents, instruments and information required to be
delivered by Seller as herein provided.
viii. Other Oblieations of Seller. Seller shall have complied with all of its other
obligations under this Contract.
If any one or more of the conditions precedent hereinabove set forth in this
paragraph 8, or any other condition precedent set forth elsewhere in this Contract which is to be in
effect or complied with on the Closing Date, shall not be in effect or complied with on the Closing
Date, Buyer shall have the option of either (a) waiving compliance with any one or more of said
conditions precedent and closing this transaction, or(b) canceling this Contract, in which event the
Earnest Money Deposit shall be returned to Buyer and neither party shall have any further
obligation to the other hereunder. Buyer may at any time and from time to time,at Buyer's election,
waive any one or more of such conditions precedent, but any such waiver shall be effective only if
contained in a writing signed by Buyer. No such waiver shall diminish Buyer's rights or remedies
in the event (i) this transaction does not close and Seller has willfully (x) refused to execute and
deliver the documents required hereunder to close the transaction contemplated hereby, or(y)taken
any action which renders impossible the satisfaction of any such condition by the Closing Date, or
(z) otherwise breached or defaulted in its obligations hereunder, or (ii) this transaction closes and
Seller breaches or defaults in any of its obligations to be performed after the Closing Date. If for
any reason any item required to be delivered to Buyer or the Escrow Agent hereunder shall not be
delivered when required, Seiler shall nevertheless remain obligated to deliver the same to Buyer or
the Escrow Agent, and nothing (including the closing of the transaction contemplated hereunder)
except a specific written waiver shall be deemed a waiver of such requirement.
9. LICENSES AND PERMITS: Seller,at no additional cost or expense to Seller, shall
cooperate with Buyer in obtaining the necessary zoning, licenses,permits and authorities.
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10. EXTENSION OF TIME: In the event Buyer is unable to complete its inspection,
obtain zoning conditions, licenses, permits and authorities within the Inspection Period, Buyer may
extend such date for up to one(1)30 day extension with the payment of Five Thousand and No/100
Dollars($5,000.00)to Escrow Agent. Such payment must be received by the Escrow Agent prior to
the expiration of the Inspection Period. Such payment shall apply to the Purchase Price, and shall be
non-refundable if this Contract is terminated and cancelled. In the event Buyer exercises the
extension provided for herein, the initial Earnest Money Deposit shall also become non-refundable
for any reason other than Seller's default.
11. DEED RESTRICTION:
(a) Buyer.acknowledges and agrees that the Deed conveying the Property to
Buyer shall contain the following restrictions,which will expire twenty(20)years from the Closing
Date (unless or until a building for a non-competing office use is constructed on the Property, at
which time the duration of the following restrictions will be adjusted to expire fifteen (15) years
from the Closing Date):
"The Property shall not be used:
L as a drug store;
ii. as a donut shop;
iii. as a coffee shop;
iv. as a fast food or quick service restaurant with or without drive-
through service;
v. as a drive-up restaurant;
vi. as a smoke shop or other retail outlet selling tobacco products,
electronic cigarettes, vapor devices or nicotine-based products as
one of its primary uses;
vii. for the retail sale of package or carry out beer, wine, liquor or
spirits;or
viii. for the sale of items commonly sold in a convenience store
including, but not limited to, candy, chips, donuts, sandwiches,
pizza, snacks,coffee, soda, and other carbonated beverages(such
items collectively referred to as"Convenience Store Items").
Notwithstanding the foregoing, the sale of Convenience Store Items shall be
allowed if the sale of such items is offered in a break room or alcove within a
building on the Property and is an ancillary use to the primary use of the
Property."
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(b) Buyer acknowledges and agrees that the Deed conveying the Property to
Buyer shall contain the following restrictions,which shall be perpetual:
"The Property shall not be used:
i. as a retail convenience grocery store;
ii. as a sexually oriented business for the sale of adult materials or
drug paraphernalia;or
iii. for the retail sale of motor fuels."
12. CLOSING: The closing of the transactions contemplated hereby(the"Closing', and
the date upon which Closing occurs, the "Closing Date") shall take place at the offices of the
Escrow Agent within thirty (30) days after the expiration of the Inspection Period, as may be
extended pursuant to paragraph 10. If there are valid objections to title, which require correction,
the Closing shall be extended for the time permitted under paragraph 4. At the Closing, Seller shall
deliver to Buyer a duly executed and acknowledged Deed, conveying the Property to Buyer upon
payment of the Purchase Price in immediately available funds. Unless otherwise agreed in writing,
possession shall be transferred at Closing. Buyer and Seller shall deliver such other certificates,
documents, and affidavits as are reasonably requested by the other party or the Escrow Agent (in
form and substance reasonably acceptable to the requesting party), including, but not limited to, a
settlement statement to he executed by both Buyer and Seller, an "Owner's Affidavit" to be
executed by Seller to allow the Escrow Agent to remove the "standard exceptions" from the Title
Policy,and an Affidavit of Non-Foreign Status(FIRPTA Affidavit)to be executed by Seller.
13. BREACH OR FAILURE TO CLOSE: If, after Seller has performed Seller's
obligations under this Contract, Buyer fails to make the payments under this Contract, without
reasonable cause or extension, then the Earnest Money Deposit shall be retained by Seller as
liquidated damages for the breach of the Contract by Buyer. Seller and Buyer agree that such
amount is a reasonable amount for liquidated damages and that it would be impractical and
extremely difficult to determine actual damages. If Buyer shall perform all of the obligations of
Buyer hereunder and Seller shall breach this Contract or fail to perform any of Seller's obligations
hereunder, then Buyer shall be entitled to either cancel and terminate this Contract, and receive a
refund of the Earnest Money Deposit or pursue specific performance.
14. SPECIAL CONDITIONS: Notwithstanding anything to the contrary set forth
herein, any indemnification obligations of Buyer hereunder shall be subject to appropriation by
Buyer of any amounts required therefore, and shall be further subject to all laws, regulations,
ordinances and similar requirements and restrictions applicable to Buyer.
15. BROKER: Jason Glasnud with CBC Real Estate Group is acting as agent for Buyer
("Buyer's Agent') and not Seller. Buyer agrees to pay Buyer's Agent a commission equal to four
percent (4%) of the Purchase Price at Closing. Seller and Buyer shall indemnify and hold each
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other harmless from any and all claims, liabilities, damages or expenses, including attorneys' fees
and court costs, resulting from claims by any broker, finder, agent or salesperson arising from the
sale of the Property pursuant to this Contract.This indemnity shall survive the Closing.
16. NOTICES: All notices required under this Contract shall be deemed to be properly
served if reduced to writing and sent by (i) certified or registered mail; (ii) Federal Express or
similar overnight courier, (iii) facsimile transmission; (iv) e-mail with read receipt requested; or(v)
personal delivery and the date of such notice will be deemed to have been the date on which such
notice is delivered or attempted to be delivered as shown by the certified mail return receipt or a
commercial delivery service record or in the case of facsimile on the date of receipt of the
transmission as shown on a successful transmission confirmation receipt, or in the case of e-mail on
the date of transmission as shown on the system time for the transmitting party. Provided,however,
that if the date for the performance of any action or obligation, or any time period specified
hereunder occurs on a Saturday, Sunday, days proclaimed as legal holidays by the state, city or
federal government or days where the recipient party's office is closed due to natural disaster, then
such date or time period shall be extended until the next business day. All notices shall be
addressed as follows, unless otherwise specified in writing:
BUYER:
City of Riverside,Missouri
2950 NW Vivion Road
Riverside,MO 64150
Attn: Brian Koral
Phone Number: 816-741-3993
Fax Number: 816-746-8349
E-Mail: BKoral@RiversideMO.com
SELLER:
QuikTrip Corporation
5725 Foxridge Dr.
Mission,KS 66202
Attn: Larry Dickerson,Director of Real Estate Dispositions
Fax: 918-994-3558
E-Mail: ldicker@quiktrip.com
with a copy to:
QuikTrip Corporation
2255 Bluestone Drive
St.Charles,Missouri 63303
Attn:Alan Renner,Real Estate Manager
Phone: 636-627-0016
E-Mail: arenner@quiktrlp.com
with a copy to:
QuikTrip Corporation
4705 S. 129th E.Ave.
El 70 Surplus Properly Contract
10
Tulsa,Oklahoma 74134
Attn:General Counsel
Fax:(918)994-3594
E-Mail: LegalNotice@quiktrip.com
17. ASSIGNMENT:This Contract may not be assigned by Buyer without the consent of
Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Provided,
however, Buyer may freely assign this Contract to any parent, subsidiary, or entity under common
control with Buyer.
18. EFFECT: This Contract, when executed by both Seller and Buyer, shall be binding
upon and inure to the benefit of Seller and Buyer, their heirs, legal representatives, successors and
assigns.
19. ENTIRETY: This Contract sets forth the complete understanding of Seller and
Buyer and supersedes all previous negotiations, representations and agreements between them and
their agents.
20. AMENDMENT: This Contract can only be amended or modified by a written
agreement signed by Seller and Buyer.
21. 1031 TRANSACTION: Buyer and Seller shall each have the right to assign their
respective rights, benefits, and obligations under this Contract to a "Qualified Exchange
Intermediary" as such tens is referred to and described in Section 1031 of the Internal Revenue
Code of 1986 and the regulation promulgated thereunder ("Intermediary") in order to effectuate a
1031 tax-free exchange of real properties in connection with this transaction. Such assignment and
transfer shall not relieve the assigning party of its obligations under the Contract, but the non-
assigning party agrees to permit such assignment. Furthermore, if the either party has previously
assigned its rights under this Contract to a separate Intermediary acting as such for the benefit of
such party, then that Intermediary shall likewise consent to the assignment by the other party of its
benefits under this Contract to an Intermediary. Neither party shall have any responsibility for
assuring the compliance by the other party's Intermediary with the requirements of Section 1031
and the regulations thereunder. Neither party shall be required to assume any costs or expenses
associated with any assignment to the other party's Intermediary or the performance by such
Intermediary of the other party's obligations thereunder. Buyer and Seller shall indemnify and hold
the other harmless with respect to any costs, damages, and expenses which might be suffered by the
other party as a result of an assignment to an Intermediary as set forth herein.
22. CONFIDENTIALITY: [Intentionally left blank.]
23. COUNTERPARTS: This Contract may be executed in several counterparts, and
PDF copies of each shall be deemed to be originals, and all of such counterparts together shall
constitute one and the same instrument.
[Signature Page to Follow]
E170 Surplus Property Cmtrecl
11
[Signature Page for QuikTrip Surplus Asset#E170]
24. TIME OF ESSENCE: This Contract shall be null and void unless signed by Buyer
and delivered to Seller on or before 5:00 P.M., July 18, 2018. Time is of the essence of this
Contract, and Buyer and Seller hereby agree to perform each and every obligation hereunder in a
prompt and timely manner; provided, however, that if the date for the performance of any action
or obligation, or any time period specified hereunder occurs on a Saturday, Sunday, days
proclaimed as legal holidays by the state, city or federal government or days where the recipient
party's office is closed due to natural disaster, then such date or time period shall be extended
until the next business day.
APPROVED BY BUYER: This JAI day of July, 2018.
CITY OF RIVERSIDE, MISSOURI
By: O . &,
Kath n L.Rose
Mayor
APPROVED BY SELLER: This day of July,2018.
QUIKTRIP CORPORATION
By:
Lary Dickerson
Director of Real Estate Dispositions
SELLER'S CONTRACT REVIEW:
QuikTrip Corporation
By:
Genevieve L.Schmook
Corporate Counsel
(Date)
E170 Surplus Property Contract
12
EXHIBIT"A"
Property Depiction
QuikTrip Store#E 170
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2
11 SURPLUS PROPERTY
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1.5724 ACRES —==J
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BUYER:��,,,,,���
Initials: i2U,
SELLER:
Initials:
E170 Surplus Property Contract
13
EXHIBIT 'B"
Environmental Assessments
QuikTrip Store#EI70
A Baseline Assessment Report dated May 8,2015 completed by SCS Aquaterra and a UST Closure
Report dated May 14,2015 completed by SCS Aquaterra.
Environmental Assessments
Received:
BUYER (QaM2°
(Date)
SELLER
(Date)
E170 Surplus Property Contract
14
.
Recorded in Platte County,Missouri
Recording Date/Time:11/14/2018 at 11:47:31 AM
Instr Number: 2018015066 "'"
Book: 1304 Page: 999 ` OPQER OFp�Fo
Type: TR WD • : •
Pages:5 ?.• ,•o
Fee: $36.00 S �°•
ouivT'v,1.���'�`
Gloria Boyer
Electronically Recorded Recorder of Deeds
(Space above reserved for Recorder of Deeds certification)
COVER PAGE FOR RECORDING
1. Title of Document: Special Warranty Deed
2. Date of Document: November 1*,2018
3. Grantor Name/Address: QuikTrip Corporation
5725 Foxridge Dr.
Mission,KS 66202
Attn: Director of Real Estate Dispositions
4. Grantee Name/Address: City of Riverside,Missouri
2950 NW Vivion Road
Riverside,MO 64150
Attn: City Manager
5. Legal Description: See Exhibit A
6. Book and Page Reference: N/A
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL.TO:
Spencer Fane LLP $'t'EV4'AR?TT� s a 53 7 Ts
Attn: Justin Leck
1000 Walnut, Suite 1400
Kansas City,MO 64106
{30664/68793;727472.}
SPECIAL WARRANTY DEED
THIS INDENTURE, made this / "jday of November, Two Thousand Eighteen, by and
between
QUIKTRIP CORPORATION,an Oklahoma corporation
of the County of Tulsa, State of Oklahoma,Grantor,and
the CITY OF RIVERSIDE,MISSOURI,a Missouri municipal corporation
of the County of Platte, State of Missouri, Grantee(Mailing address of Grantee: 2950 NW Vivion Road,
Riverside,MO 64150).
WITNESSETH: THAT SAID GRANTOR, in consideration of the sum of Ten Dollars and other
good and valuable consideration, the receipt of which is hereby acknowledged, does by these presents,
Sell and Convey unto the said Grantee, its successors and assigns,all the following described real estate,
situated in the County of Platte and State of Missouri, described on Exhibit A, attached hereto (the
"Property"),
SUBJECT TO (i) all applicable zoning laws, (ii) the lien of all taxes and installments of special
assessments not yet due and payable, (iii) any and all covenants, easements, restrictions, reservations of
record; and(iv)any matters which would be disclosed by a current survey,
AND FURTHER SUBJECT TO the following:
Use Restrictions. co
co
co
(a) Grantee acknowledges and agrees that the Property shall contain the following restrictions,
which will expire twenty (20) years from the date of this deed (unless or until an office building is
constructed on the Property, at which time the duration of the following restrictions will be adjusted to
expire fifteen(15)years from the date of this deed):
The Property shall not be used:
i. as a drug store;
ii. as a donut shop;
iii. as a coffee shop;
iv. as a fast food or quick service restaurant with or without drive-through service;
v. as a drive-up restaurant;
vi. as a smoke shop or other retail outlet selling tobacco products, electronic
cigarettes,vapor devices or nicotine-based products as one of its primary uses;
vii. for the retail sale of package or carry out beer,wine,liquor or spirits;or
{30664/68793;727472. }
;.
viii. for the sale of items commonly sold in a convenience store including, but not
limited to, candy, chips, donuts, sandwiches, pizza, snacks, coffee, soda, and
other carbonated beverages (such items collectively referred to as "Convenience
Store Items").
Notwithstanding the foregoing, the sale of Convenience Store Items shall be allowed if
the sale of such items is offered in a break room or alcove within a building on the
Property and is an ancillary use to the primary use of the Property.
(b) Grantee acknowledges and agrees that the Property shall contain the following restrictions,
which shall be perpetual:
The Property shall not be used:
i. as a retail grocery store
ii. as a sexually oriented business for the sale of adult materials or drug
paraphernalia; or
iii. for the retail sale of motor fuels
07
TO HAVE AND HOLD, the Property, with all and singular the rights,privileges, appurtenances
and immunities thereto belonging or in anywise appertaining, unto the said Grantee and unto Grantee's c
successors and assigns forever,the said Grantor hereby covenanting that Grantor is lawfully seized of an
indefeasible estate in fee in the Property, the Property is free and clear from any encumbrance done or -11
suffered by Grantor; and that Grantor will warrant and defend the title to the Property unto the said 0
Grantee and unto Grantee's successors and assigns forever, against the lawful claims and demands of all co
co
persons whomsoever,claiming by,through or under the Grantor,but not otherwise.
[Remainder of page intentionally left blank.]
{30664/68793;727472.
.
IN WITNESS WHEREOF, the said Grantor has hereunto set its hand the day and year first above
written.
QuikTrip Corporation,
an Oklahoma corporation
By:
Name: Larry Dickerson
Title: Director of Real Estate Dispositions
ACKNOWLEDGMENT
STATE OKWCtil1,5C15 )
-�- 1 )ss.
COUNTY OPZ1 v h h 5pA1J )
On this day of November, 2018, before me, the undersigned, a Notary Public, appeared
Larry Dickerson,to me personally known,who being by me duly sworn,did say that he is the Director of
Real Estate Dispositions of QuikTrip Corporation, an Oklahoma corporation, and that said instrument
was signed in behalf of said corporation by authority of its Board of Directors, and said person
acknowledged said instrument to be the free act and deed of said corporation.
G)
IN WITNESS WHEREOF, I have hereunto set my hand and seal and affixed my notarial seal at co
office in said County and State the day and year last above written. ca
co
•
Notary Public in and for said ty and State
Typed name: I al/Iva F L• uC& u S
My Co��s�io �s�p�r
TAMMIE L.JARVIS
NOTMY MC
MYAgtEn, fib
{30664/68793;727472. }
EXHIBIT A
Legal Description
TRACT I:
All of Tracts 2 and 3 and part of Tracts 4 and 5,WEDOW ADDITION,a subdivision in Riverside,Platte
County, Missouri described as follows: Beginning at the Northeast corner of said Tract 2; thence South
05 degrees 45 minutes 00 seconds East, along the Easterly line of Tracts 2, 3 and 4,250.00 feet to a point
which is 50.00 feet Southeasterly from the Northeast corner of said Tract 4 as measured along said
Easterly line;thence North 71 degrees 00 minutes 07 seconds West,along a line,which if produced West
would intersect the Westerly line of Tract 6 in said WEDOW ADDITION, at a point which is 50.10 feet
(Deed = 50.0 feet) Southwesterly from the Northwest corner thereof as measured along said Westerly
line, 196.54 feet (Deed = 196.23 feet) to a point 196.54 feet (Deed = 196.23) East of said point on the
Westerly line of Tract 6; thence North 17 degrees 41 minutes 38 seconds East, 228.77 feet to a point on
the Northerly line of said Tract 5, said point being 24.55 feet Southeasterly of the Northwest corner of
said Tract 5; thence South 70 degrees 01 minutes 00 seconds East, along the Northerly line of Tracts 5
and 2,97.40 feet(Deed=97.05 feet)to a point of beginning.
TRACT H:
All of Tracts 7 and 8 and part of Tracts 5 and 6,WEDOW ADDITION, a subdivision in Riverside,Platte
County,Missouri, all being more particularly described as follows: Beginning at the Northwest corner of
said Tract 8; thence Southwesterly along the Westerly line of Tracts 8, 7 and 6 to a point which is 50.0
feet Southwesterly from the Northwest corner of said Tract 6, as measured along said Westerly line;
thence Easterly along a line which, if produced East, would intersect with the Easterly line of Tract 4 in m
said WEDOW ADDITION at a point which is 50.0 feet Southeasterly from the Northeast corner thereof co
as measured along said Easterly line, a distance of 196.23 feet; thence Northerly to a point in the
Northerly line of said Tract 5 which is 24.55 feet East of the Northwest corner of said Tract 5; thence
West along the Northerly line of Tracts 5 and 8,97.05 feet to the point of beginning.
{30664/68793;727472.
Stewart Title Company
1220 Washington St,Ste 100 File Number. 252337
Kansas City,MO 64105 Sales Price: $650,000.00
(816)988-9750 Close Date: 1 1/1 412 01 8
BUYER(S)CLOSING STATEMENT
WE ST
Property: 4510 NORT14646T GATEWAY AVENUE
RIVERSIDE,MO 64150(PLATTE)
(23-2.0-04-200-006-002.000)
Buyer(s): CITY OF RIVERSIDE,MISSOURI,A MUNICIPAL CORPORATION
Seller(s): QUIKTRIP CORPORATION,AN OKLAHOMA CORPORATION
Lender:
Address:
Description Debit Credit
Deposits,Credits,Debits
Contract sales price $650,000.00
Deposit or Earnest Money $25,000.00
Prorations
County taxes 11/14/2018 to 1/1/2019 @$13,608.40/Year $1,789.60
Title Charges
ALTA 25-06 Same as Survey 10-16-08 Endorsement(s)to Stewart Title Company $250.00
ALTA 19-06 Contiguity-Multiple Parcels Endorsement 06-17-06 Endorsement(s)to Stewart Title Company $100.00
ALTA 8.2-06 Commercial Environmental Protections Lien 10-16-08 Endorsement(s)to Stewart Title Company $100.00
Settlement or closing fee to Stewart Title Company $500.00
Wire Processing Fee to Stewart Title Company $35.00
Government Recording and Transfer Charges
Recording fees:Deed$36.00 $36.00
E-Recording Fee to Stewart Title Company $2.50
Additional Settlement Charges
Commission to CBC Real Estate Group $26,000.00
Totals $678,813.10 $25,000.00
Balance Due FROM Buyer: $653,813.10
File Number: 252337 1 of 2
SUBSTITUTE FORM 1099 SELLER STATEMENT:The information contained herein is important tax information and is being furnished to the Internal Revenue Service. If you are
required to file a return,a negligence penalty or other sanction will be imposed on you if this item is required to be reported and the IRS determines that it has not been reported.
SELLER INSTRUCTIONS:If this real estate was your principal residence,file form 2119,Sale or Exchange of Principal Residence,for any gain,with your income tax return;for other
transactions,complete the applicable parts of form 4797,Form 6252 and/or Schedule D(Form 1040). This transaction does not need to be report on Form 1099-S if you sign a
certification containing assurances that any capital gain from this transaction will be exempt from tax under new IRS Code Section 121. You are required by law to provide the
Settlement Agent with your correct taxpayer identification number. If you do not provide the Settlement Agent with your correct taxpayer identification number,you may be subject to
civil or criminal penalties imposed by law.
APPROVED AND ACCEPTED
BUYERS
•
Ci o iverside,Missouri,a municipal rpora6on
By: 1iv' l A cl O 12.
SETTLEMENT COORDINATOR
Teresa Sleeth
File Number. 252337 2 of 2
SUBSTITUTE FORM 1e89 SELLER STATEMENT:The information contained herein is important tax irttorntatton and is being furnished to the internal Revenue Service.If you are
required to tile a return,a negligence penally or other sanction will be imposed on you if this Item is required to be reported and the tR.S determines that d has not been(.reported
SELLER INSTRUCTIONS•II this mat estate was your principal residence,fda torte 2119,Salo or Exchange of Principal Residence,for anyyairt,with your income tax return;tor other
transadilons.complete the applicable parts or roan 4797,Form 9252 andtor Schedule p(Form ttkttt). This transaction does net tutu(to be report on Form 199s•S U yea sigh a
cartificanon cort.man1 assurances that any capital gain from this transaction will be exempt from tax under new IRS Code Section 121.You arts requited bylaw fo pragvidd tire
SottfementAgent with your correct taxpayer Identification number..It you do not provide the Settlement Agent milli your correct taxpayer tdentincallon number,you mpy u4 Object to
WI or criminal penalties imposed by taw.
APPROVED AND ACCEPTED
BUYER{S
•
Ci hersate,Missouri,a municipal Eon
By: Act
01L
SL i i LEMENT COORDINATOR
6
Teresa Sleeth
File Number. 252337 2 of 2
Stewart Title Company
1220 Washington St,Ste 100 File Number. 252337
Kansas City,MO 64105 Sales Price: $650,000.00
(816)988-9750 Close Date: 11/1412018
SELLER(S) CLOSING STATEMENT
Property 4510 NORTHEAST GATEWAY AVENUE
RIVERSIDE,MO 64150(PLATTE)
(23.2.0-04-200-001-037.000)
Buyer(s): CITY OF RIVERSIDE,MISSOURI,A MUNICIPAL CORPORATION
Seller(s): QUIKTRIP CORPORATION,AN OKLAHOMA CORPORATION
Lender.
Address:
Description Debit Credit
Deposits,Credits,Debits
Contract sales price $650,000.00
Earnest money retained by
Disbursed as proceeds($25,000.00)
Prorations
County taxes 11/14/2018 to 1/1/2019 @$13,608.40/Year $1,789.60
Title Charges
Owner's coverage$650,000.00 Premium$1,440.00 to Stewart Title Company $1,440.00
Settlement or closing fee to Stewart Title Company $500.00
Abstract or title search to Stewart Title Company $350.00
Wire Processing Fee to Stewart Title Company $35.00
Additional Settlement Charges
Pay 2018 Real Estate Taxes to Platte County Treasurer $13,608.40
Totals $15,933.40 $651,789.60
Balance Due TO Seller: $635,856.20
SUBSTITUTE FORM 1099 SELLER STATEMENT:The information contained herein is important tax information and is being furnished to the Internal Revenue Service. If you are
required to file a retum,a negligence penalty or other sanction will be imposed on you if this item is required to be reported and the IRS determines that it has not been reported.
SELLER INSTRUCTIONS:If this real estate was your principal residence,file form 2119,Sale or Exchange of Principal Residence,for any gain,with your income tax return;for other
transactions,complete the applicable parts of form 4797,Form 6252 and/or Schedule D(Form 1040). This transaction does not need to be report on Form 1099-S if you sign a
certification containing assurances that any capital gain from this transaction will be exempt from tax under new IRS Code Section 121. You are required by law to provide the
Settlement Agent with your correct taxpayer identification number. If you do not provide the Settlement Agent with your correct taxpayer identification number,you may be subject to
civil or criminal penalties Imposed by law.
APPROVED AND ACCEPTED
SELLER(S)
QuikTrip Corporation,an Oklahoma corporation
By:
SETTLEMENT COORDINATOR
Teresa Sleeth
Fiie Number: 252337 1 of 1