HomeMy WebLinkAbout1622 Sale Property to Link Real Estate and Infrastructure Improvement Agreement BILL NO. 2018-049 ORDINANCE NO. k
AN ORDINANCE AUTHORIZING AND APPROVING THE SALE OF CERTAIN PROPERTY
BY THE CITY OF RIVERSIDE, MISSOURI TO LINK REAL ESTATE LLC AND AUTHORIZING
OTHER DOCUMENTS AND ACTIONS RELATED THERETO INCLUDING AUTHORIZING
THE CITY TO ENTER INTO AN INFRASTRUCTURE IMPROVEMENT AGREEMENT WITH
LINK REAL ESTATE LLC FOR THE COORDINATION OF CERTAIN INFRASTRUCTURE
IMPROVEMENTS SERVICES RELATED THERETO
WHEREAS, the City of Riverside, Missouri (the "City") owns certain real property consisting of
approximately 14.943 acres, more particularly described in Exhibit A attached hereto and
incorporated herein (the "Property"); and
WHEREAS, the City desires to sell the Property to Link Real Estate LLC, a Missouri limited
liability company ("Link"), and Link desires to purchase the Property from the City, all upon the
terms and conditions in substantially the form of Purchase and Sale Agreement attached hereto
and incorporated herein as Exhibit B (the "Agreement') for the price of Nine Hundred Seventy-
Six Thousand Three Hundred Sixty and 50/100 Dollars ($976,360.50) (the "Sale Price"); and
WHEREAS, the sale of the Property to Link 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, in order for the Property to be developed, certain public infrastructure
improvements to serve the Property and surrounding area must be completed, constructed,
and/or installed, including (1) the completion of certain water, sewer, electrical, and detention
improvements; and (2) the construction of enhanced access from N. Mattox Road and 39th
Street, and internal streets within and/or adjacent to the Property (collectively referred to herein
as the "Public Improvements"); and
WHEREAS, the City and Link will each undertake certain responsibilities and cover certain
costs for such Public Improvements all upon the terms and conditions set forth in the form of
Infrastructure Improvement Agreement attached hereto and incorporated herein as Exhibit C
(the "IIA"); and
WHEREAS, the Board of Aldermen find that entering into the Agreement, selling the Property to
Link for the Sale Price on the other terms and conditions contained in the Agreement, entering
into the IIA, and undertaking the costs and responsibilities contained in the IIA are all in the best
interests of the City in that such actions fulfill a public purpose and will further the growth of the
City, improve the environment of the City, foster increased economic activity within the City,
increase employment opportunities within the City, further the objectives of the TIF Plan, further
build out the public infrastructure and otherwise are in the best interests of the City by furthering
the health, safety, and welfare of its residents and taxpayers.
WA 11887649.2
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF
RIVERSIDE, MISSOURI AS FOLLOWS:
SECTION 1 — BEST INTEREST OF THE CITY TO APPROVE THE AGREEMENT, THE IIA
AND SELL THE PROPERTY TO LINK. It is in the best interest of the City, in order to further
the growth of the City, improve the environment of the City, foster increased economic activity
within the City, increase employment opportunities within the City, further the objectives of the
TIF Plan, further build out the public infrastructure and otherwise is in the best interests of the
City by furthering the health, safety, and welfare of its residents and taxpayers, to enter into the
Agreement and to sell the Property to Link for the Sale Price and on the other terms and
conditions contained in the Agreement, and such Agreement is hereby approved in substantially
the form attached hereto as Exhibit B and incorporated herein and such sale of the Property to
Link for the Sale Price and on the other terms and conditions contained in the Agreement is
hereby approved.
SECTION 2 — BEST INTEREST OF THE CITY TO APPROVE THE IIA WITH LINK. It is in the
best interest of the City, in order to further the growth of the City, improve the environment of the
City, foster increased economic activity within the City, further the objectives of the TIF Plan,
further build out the public infrastructure and otherwise is in the best interests of the City by
furthering the health, safety, and welfare of its residents and taxpayers, to enter into the IIA with
Link on the terms and conditions contained in the IIA, and such IIA is hereby approved in
substantially the form attached hereto as Exhibit C and incorporated herein and such
undertaking of the costs and responsibilities contained in the IIA and on the other terms and
conditions contained in the IIA is hereby approved.
SECTION 3 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the
Agreement in substantially the form attached hereto as Exhibit B, with such changes therein as
are approved by the Mayor. The Mayor is also authorized to execute and deliver the IIA in
substantially the form attached hereto as Exhibit C, with such changes therein as are approved
by the Mayor. The Mayor, City Administrator, Special Counsel to the City—Spencer Fane LLP,
and other appropriate officials and employees of the City are hereby authorized and directed to
take any and all actions as may be deemed necessary or convenient to carry out and comply
with the intent of this Ordinance and to execute and deliver for and on behalf of the City all
certificates, instruments, agreements and other documents as may be necessary or convenient
to perform all matters herein authorized, including, without limitation, executing and delivering a
Special Warranty Deed for the Property to Link upon closing of the sale of the Property and
executing and delivering a Levee Assessment Allocation Agreement with Link in connection with
the re-allocation of levee district assessments resulting from the purchase and sale of the
Property.
SECTION 4. EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after
its passage and approval.
WA 11887649.2
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-RiXersidg*Missouri, this 2nd day of October, 201 .
at leen L. Rose, Mayo
5tobirS Kinbaid,. ity,. lerk"
Aas to form:
Spen a LLP,
Spec ounsel to the City
by Joe Bednar
WA 11887649.2
EXHIBIT A
LEGAL DESCRIPTION
A parcel of land in the Northeast Quarter of Section 7,Township 50 North, Range 33 West,Platte
County,Missouri and described as follows:
Commencing at the Northwest corner of said Northeast Quarter;thence South 00120'28"West along the
West line of said Northeast Quarter,a distance of 349.77 feet to a point on the South Line of RIVERSIDE
HORIZONS WEST FIRST PLAT, a subdivision of land in the City of Riverside of said Platte County;
thence South 89°24'06"East along the south line of said subdivision,a distance of 30.00 feet to the
Southernmost Southeast corner thereof; thence South 89°38'16"East,a distance of 85.20 feet to the
Point of Beginning;
thence South 89139'33"East, a distance of 972.64 feet;
thence North 45°20'27"East,a distance of 35.94 feet;
thence South 32°37'27"East,a distance of 37.06 feet;
thence Southerly along a tangent curve to the right,having a radius of 470.00 feet,and arc length
of 270.39 feet and a chord which bears South 16°08'35"East,a distance of 266.68 feet;
thence South 00120'15"West,a distance of 314.53 feet;
thence South 45°20'27"West,a distance of 35.36 feet;
thence North 89139'33"West,a distance of 1068.91 feet;
thence North 00°20'27"East,a distance of 600.93 feet to the Point of Beginning
Said parcel contains 650,907 square feet, or 14.943 acres,more or less.
WA 11887649.2
EXHIBIT B
PURCHASE AND SALE AGREEMENT
WA 11887649.2
EXHIBIT C
INFRASTRUCTURE IMPROVEMENT AGREEMENT
WA 11889649.2
EXECUTION VERSION
PUBLIC INFRASTRUCTURE IMPROVEMENT AGREEMENT
THIS INFRASTRUCTURE IMPROVEMENT AGREEMENT (this "Agreement") is made
and entered into this 21 day of October, 2018 (the "Effective Date"), by and between The City of
Riverside, Missouri, a fourth-class city and political subdivision duly organized and existing under the
Constitution and laws of the State of Missouri ("City'), and Link Real Estate LLC, a Missouri limited
liability company, its successors and assigns('Developer).
RECITALS
WHEREAS, the City adopted the L-385 Levee Redevelopment Plan, which at the time included
approximately 700 acres comprised of 33 parcels of developable property, and which was last amended
through passage of Resolution No.2007-05-01 on May 23, 2007; and
WHEREAS, the City finished an extensive community-wide master planning process that was a
combination of economic, financing, and infrastructure analysis, land use planning and the establishment
of design principles and guidelines,all with an extensive amount of community input; and
WHEREAS, the City owns approximately 15 acres of real property depicted in Exhibit A
attached hereto and incorporated herein, in the City of Riverside, Platte County, Missouri, according to
the recorded plat thereof(the"Property");and
WHEREAS, the City has been working since the time of the adoption of the L-385 Levee
Redevelopment Plan to develop the Property for the benefit of the citizens of the City; and
WHEREAS, Developer desires to acquire the Property from the City to design, construct and
operate a Two Hundred Thousand (200,000) sq.ft., expandable to Two Hundred Fifty Thousand
(250,000) sq.ft. facility, on the Property in accordance with the development plans submitted by
Developer to the City as legally described in Exhibit A-1 and as depicted on the Site Plan marked
Exhibit A-2,attached hereto and incorporated herein(the"Project"); and
WHEREAS, in order for the Property to be so developed, certain public infrastructure
improvements to serve the Property and surrounding area must be completed, constructed, and/or
installed, including (1) the completion of certain water, sewer, electrical, and environmental
improvements (the"Utility Improvements"); (2) the construction of swales and detention ponds to serve
the Horizons West development ("Detention Improvements"); and (3) the construction of enhanced
access from N. Mattox Road, N.W. Helena Road, and 391 Street, and internal streets within and/or
adjacent to the Property (the "Utility Improvements," "Detention Improvements," and "Street
Improvements,"are collectively referred to herein as the"Public Improvements'); and
WHEREAS,all improvements relating to the Utility Improvements are intended to be connected
to existing infrastructure maintained by the City, and
WHEREAS, the City shall have no obligation to provide Public Improvements or other public
infrastructure to benefit the Property and surrounding areas except as provided herein; and
WHEREAS, the Developer and the City shall share the costs necessary to complete the
Detention Improvements as further described in this Agreement, provided, however, that the City shall
allow Developer to remove and transfer certain fill dirt at no cost to Developer, in accordance with this
Agreement; and
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EXECUTION VERSION
WHEREAS,the City shall be responsible for all costs of completion of the Utility Improvements
and Street Improvements,as further described in this Agreement; and
WHEREAS,Developer and the City desire to set forth terms regarding the beneficial and orderly
completion, design, construction, and construction observation of the Public Improvements and other
public infrastructure.
COVENANTS AND AGREEMENTS
NOW,THEREFORE, in consideration of the foregoing recitals,mutual covenants and promises
set forth below,the receipt and sufficiency of which are mutually acknowledged, the City and Developer
hereby agree to this Agreement as follows:
1. Incorporation of Recitals and Exhibits. The Recitals set forth above and the exhibits attached
hereto are incorporated into and made a part of this Agreement as if fully set forth herein.
2. Desien.Construction. and Construction Observation of the Public Improvements.
A. Design Responsibilities. The City shall arrange for the engineering design of the Public
Improvements (collectively, the "Plans"), which such Plans shall be reviewed and approved by the
Developer or Developer's engineering and/or construction consultants.
B. Construction Responsibilities. The City shall contract with appropriate engineering and
construction firms for the construction of the Public Improvements, all in a timely manner based upon the
agreed-upon Plans. The Public Improvements shall be constructed in accordance with the Unified
Development Ordinance of the City of Riverside, Missouri, the Municipal Code of the City of Riverside,
Missouri, and other applicable state and federal law. The Developer understands that time is of the
essence with respect to completion of the Public Improvements and shall use its best efforts, to cause the
Public Improvements to be completed pursuant both the terms of this Agreement and that certain Pre-
Development Agreement executed by the City and Developer on August 21,2018 (the"PDA").
C. Amendments and Modifications to the Plans.Except as provided below,the Plans shall not
be amended or modified without the prior written consent of City and Developer,which consent shall not
be unreasonably withheld or delayed, and full compliance with all applicable laws and regulations. The
Parties shall have the right to modify the scope and physical parameters of the Plans during construction
of the Public Improvements ("Permitted Modification") if, and only to the extent that, the Permitted
Modifications: (i) are in compliance with or required by applicable laws and requirements; (u) do not
exceed the total amount of contingency for the Public Improvements; (iii) Public Improvements shall be
completed no later than such date allowed pursuant to the Redevelopment Schedule attached hereto as
Exhibit B.The Parties agrees that any such Permitted Modifications shall be consistent,and comply,with
applicable laws and requirements. A Permitted Modification shall require the written consent of the
Parties, such consent not to be unreasonably withheld.
D. Infrastructure Project.
a. Utility Improvements. The City hereby agrees to construct and complete the
following projects,collectively comprising the Utility Improvements.
i. Water. The City shall be responsible for the improvements specifically
described in Exhibit C, attached hereto and incorporated herein. The Developer
shall be responsible pursuant to applicable tariffs for the cost of all additional
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EXECUTION VERSION
main extensions and service lines to provide water and fire flow to the Property.
ii. Electric. The City shall be responsible for the improvements specifically
described in Exhibit D, attached hereto and incorporated herein. The Developer
shall be responsible for the cost of all additional line extensions, service
connections and related equipment, and any additional duct and conduit capacity
requested by Developer.
iii. Sewer. The City shall be responsible for the sewer line improvements
specifically described in Exhibit E,attached hereto and incorporated herein. The
Developer shall be responsible for the cost of all additional sewer extensions to
the Property.
iv. Detention. Developer shall be responsible for the construction of the Detention
Improvements as described in Exhibit F, attached hereto and incorporated
herein. Developer and the City will share the costs related to the construction of
any Detention Improvements as described in Section 2(D)(c)below.
b. Street Improvements. The Parties shall work together to finalize the Plans for the
Street Improvements pursuant to the Redevelopment Schedule, and designed,
constructed, developed and completed by the City as depicted in Exhibit G, attached
hereto and incorporated herein.
c. Fill Dirt Transfer and Surcharee. The Parties shall work together to finalize the
Plans for the Fill Dirt Transfer and Surcharge pursuant to the Redevelopment
Schedule. The City shall allow Developer to remove dirt suitable for use as fill dirt
and topsoil/organic surcharge (the "Fill Dirt and Surcharge") from the proposed
location of the canals and the proposed location of the Detention Improvements for
use as Fill Dirt and Surcharge for the Project. Once completed, the Fill Dirt shall
remain on the Property. After a period of settling,which shall last at least through the
winter of 2018 and into spring 2019,the City, after providing reasonable prior notice
to Developer, shall be permitted to direct Developer to relocate the fill dirt
comprising the Surcharge (estimated by the Parties to be approximately_ cubic
yards)to property within the Horizons West development.
3. Cost of Construction.
A. Total Estimated Cost of Construction. The City will be responsible for the cost of the
construction of the Utility Improvements and Street Improvements.
B. Detention Improvements. Developer and the City will share the costs related to the
construction of any Detention Improvements. For City's share of the cost to complete the Detention
Improvements, the City shall allow Developer to remove dirt suitable for use as Fill Dirt and Surcharge
from the proposed location of the canals and the proposed location of the Detention Improvements for use
as Fill Dirt and Surcharge for the Project. The value of such use of the Fill Dirt and Surcharge by
Developer as described in Section 2(D)(c) above shall be City's sole contribution towards City's share of
such costs of the Detention Improvements.
C. Fill Dirt Transfer and Surcharge. The Developer shall pay for all costs, including but not
limited to labor costs, associated with the removal and relocation of Fill Dirt and Surcharge. The labor
costs associated with relocation of the Surcharge after settling has been completed as described in Section
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WA 11912174.1
EXECUTION VERSION
2(D)(c).above shall also be paid for solely by Developer.
D. Pad. City and Developer agree that Developer shall be responsible for the construction of the
pad on the Property to "pad ready" specifications, "pad ready" means ready for the construction of the
retail and commercial structures the Developer desires to construct. Any such determination of whether
the Property is"pad ready"shall be made by Developer in its sole discretion.
4. [Intentionally Deleted]
5. Indemnification. Developer shall indemnify and save the City and its governing body members,
directors, officers, employees and agents harmless from and against all loss, liability, damage or expense
arising as a direct result of any proven breach, default or failure to perform by Developer under this
Agreement(collectively referred to as"Claim"), so long as such Claim is not caused, in whole or in part,
by the City or the City's agents, employees or contractors. Developer shall also indemnify and save the
City and its governing body members, directors, officers, employees and agents harmless of, from and
against, all costs, reasonable counsel fees, expenses and liabilities incurred by them in any action or
proceeding brought by reason of any such Claim. If any action or proceeding is brought against the City
or its governing board members, directors, officers, employees or agents by reason of any such Claim,
Developer, upon notice from the City, covenants to defend such action or proceeding on demand of the
City or its governing body members, directors, officers, employees or agents. Nothing in this section
shall constitute a waiver of governmental or officers immunity of the City or its officers or employees.
6. Further Assurances. The parties agree to execute such other further documents and agree to
otherwise cooperate as may be necessary to effectuate the purposes of this Agreement or that may be
required by law.
7. Notice. Any and all notices permitted or required to be given under this Agreement shall be in
writing and shall be given by either personal delivery which shall be effective upon delivery, by telecopy,
facsimile,e-mail or other form of telecommunication which shall be effective upon confirmed transmittal,
by express mail delivery that guarantees next day delivery(which shall be effective the day after delivery
to such express mail company), or by U.S. registered or certified mail which shall be effective two (2)
days after mailing,at the following addresses:
If to Seller: If to Purchaser:
City of Riverside,Missouri Link Real Estate LLC
Attn: Kathleen L.Rose,Mayor Timothy J.Link,
2950 N.W.Vivion Road 1501 Taney Street
Riverside,MO 64150 North Kansas City,MO 64116
Tel: (816) 741-3993 Tel: (816)474-3900
E-mail: krosenaxiversidemo.com E-mail:TimlinkCcr�,doorlinlmlfg com
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WA 11912174.1
EXECUTION VERSION
With a copy to: With a copy to:
Spencer Fane LLP Lathrop Gage LLP
Attn:Joe Bednar Attn: Paul Lewis
304 East High Street 2345 Grand Boulevard, Suite 2200
Jefferson City,MO 65101 Kansas City,MO 64108
Tel: (573)634-8116 Tel: (816)460-5306
Fax: (573)634-8140 Fax: (816)292-2001
E-mail: ibednar(a)Mencerfane.com E-mail: plewisna lathropga eg com
The parties hereto shall have the right from time to time to change their respective addresses, and each
shall have the right to specify as its address any other address within the United States of America,by not
less than ten(10) days' prior written notice to the other party.
8. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof, superseding all prior oral or written agreements or understandings
with respect thereto and may not be changed, modified, discharged or terminated orally or in any manner
other than by an agreement in writing signed by all of the parties hereto. No waiver of the breach of the
provisions of any section of this Agreement shall be construed as a waiver of any subsequent breach of
the same section or any other sections which are contained herein.
9. Successors. The obligations under this Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns.
10. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be
deemed an original and all of which,taken together,will constitute on and the same instrument.
[Remainder of Page Intentionally Left Blank—Signature Page to Follow]
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WA 11912174.1
EXECUTION VERSION
IN WITNESS WHEREOF, this Agreement has been duly executed in multiple counterparts(each
of which is to be deemed an original for all purposes) by the parties hereto on the respective date
appearing below each party's signature to be effective on the Effective Date herein specified.
The City of Riverside,Missouri,
a Missouri
�y umcipal corp/oration
By: (A��M.�C��W
w, ?e4-�
Kat L. Rose,Mayor
Date: . a
Link Real Estate LLC, a Missouri limited liability company
By:
Timothy J. Link,Manager
Date:
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WA 11912174.1
EXECUTION VERSION
EXIT A-1
LEGAL DESCRIPTION
A parcel of land in the Northeast Quarter of Section 7,Township 50 North,Range 33 West,Platte
County,Missouri and described as follows:
Commencing at the Northwest comer of said Northeast Quarter; thence South 00°20'28"West along the
West line of said Northeast Quarter,a distance of 349.77 feet to a point on the South Line of RIVERSIDE
HORIZONS WEST FIRST PLAT, a subdivision of land in the City of Riverside of said Platte County;
thence South 89024106"East along the south line of said subdivision,a distance of 30.00 feet to the
Southernmost Southeast comer thereof, thence South 89°38'16"East,a distance of 85.20 feet to the
Point of Beginning;
thence South 89°39'33"East,a distance of 972.64 feet;
thence North 45°20'27"East, a distance of 35.94 feet;
thence South 32°37'27"East, a distance of 37.06 feet;
thence Southerly along a tangent curve to the right,having a radius of 470.00 feet,and arc length
of 270.39 feet and a chord which bears South 16°08'35"East, a distance of 266.68 feet;
thence South 00020'15"West,a distance of 314.53 feet;
thence South 45020'27"West,a distance of 35.36 feet;
thence North 89039133"West,a distance of 1068.91 feet;
thence North 00020127"East, a distance of 600.93 feet to the Point of Beginning
Said parcel contains 650,907 square feet,or 14.943 acres,more or less.
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WA 11912174.1
EXECUTION VERSION
EXHIBIT A-2
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WA 11912174.1
EXECUTION VERSION
EXHIBTl'B
REDEVELOPMENT SCHEDULE
[TO BE DETERMINED]
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WA 11912174.1
EXECUTION VERSION
EXHIBIT C
WATER IMPROVEMENTS
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WA 11912174.1
EXECUTION VERSION
EXHIBIT D
ELECTRIC IMPROVEMENTS
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WA 11912174.1
EXECUTION VERSION
EXHIBIT E
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WA 11912174.1
EXECUTION VERSION
EXHIBIT F
DETENTION IMPROVEMENTS
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WA 11912174.1
EXECUTION VERSION
EXHMIT G
STREET IMPROVEMENTS
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WA 11912174.1
AGREEMENT OF PURCHASE AND SALE
BETWEEN
THE CITY OF RIVERSIDE,MISSOURI("SELLER')
AND
LINK REAL ESTATE LLC("PURCHASER')
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of the
Effective Date (as defined in Section 6.23) by and between the CITY OF RIVERSIDE, MISSOURI, a
fourth class city organized and existing under the laws of the State of Missouri (hereinafter "Seller" or
"City"), and LINK REAL ESTATE LLC, a Missouri limited liability company ("Purchaser"). All
capitalized terns used in this Agreement and not defined herein shall have the meanings set forth in the
Pre-Development Agreement executed by the Purchaser and Seller on August 21, 2018, and as may be
supplemented or amended prior to Closing (as hereinafter defined) ("PDA') unless the context clearly
requires otherwise. In consideration of the agreements contained herein and for other good and valuable
consideration,the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby
agree as follows:
RECITALS
WHEREAS, Seller currently owns certain real property located in the City of Riverside, Platte
County, Missouri, and whose legal description is attached hereto and incorporated herein as Exhibit A,
(hereinafter referred to as the"Property"or the"Development Site"), and desires to sell the Property to
Purchaser on the terms herein set forth,and Purchaser wishes to purchase the Property on the terms herein
set forth;and
WHEREAS, City and Purchaser desire to simultaneously execute the Infrastructure
Improvement Agreement("IIA')attached hereto as Exhibit B and incorporated herein, for the design and
construction of certain public infrastructure to be built to serve the Development Site.
NOW, THEREFORE, in consideration of the premises, TEN AND NO/100 DOLLARS
($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and the mutual undertakings of the parties hereinafter set forth, it is hereby agreed by the
parties as follows:
ARTICLE I
SALE AND PURCHASE
1.01 Sale and Purchase. The Purchase Price (the "Purchase Price")for the Property shall be
Nine Hundred Seventy-Six Thousand Three Hundred Sixty and 50/100 Dollars ($976,360.50), which is
based upon the price of One and 50/100 Dollars($1.50)per square foot and the Property's square footage
of 650,907 square feet+/-as set forth in the Survey and the final plat to be recorded by the parties after
Closing(as hereinafter defined)(the"Plat"). Purchaser agrees to pay the balance of the Purchase Price in
guaranteed funds or cashier's check at Closing,adjusted at Closing for pro-rations,closing costs and other
agreed upon expenses.
1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Stewart Title
Company, Attn: Wayne Bennett, 1220 Washington, Suite 102, Kansas City, MO 64105, Ph: (816) 988-
9788,Fax:(816)988-9789(the"Escrow Agent").
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WA 11886822.1
ARTICLE II
TITLE AND SURVEY DOCUMENTS
2.01 Existing Title and Survey Documents. Pursuant to the PDA, Seller has provided to
Purchaser,true,correct,complete and legible copies of any and all(if any)existing title commitments and
title exception documents, and any other information in Seller's possession or under its control, in
connection with or related to the Property.
2.02 Title Policy. Pursuant to the PDA, Seller has provided to Purchaser an updated title
commitment for the Title Policy for the Property (the "Title Commitment") issued by the Escrow Agent
to the Purchaser(the"Title Commitment")by the terms of which the Escrow Agent,as agent for the Title
Insurer, agrees to issue to or for Purchaser a standard ALTA form of owner's policy of title insurance(the
"Title Policy") for the Property at the Closing in the amount of the Purchase Price, insuring Purchaser's
fee simple title to the Property to be good and indefeasible subject to the terms of such Title Policy and
the exceptions specified therein, together with readily legible copies of all documents and plats, if any,
which are referred to in the Title Commitment. Seller and Purchaser shall pay the expenses of obtaining
the Title Policy as hereinafter provided at Closing. The Title Policy shall exclude all standard pre-printed
exceptions.
2.03 Survey.Pursuant to the PDA, Seller has provided to Purchaser,Purchaser's legal counsel
and the Escrow Agent,an updated ALTA survey(the"Survey")of the Property prepared by a surveyor of
Seller's choosing(the"Surveyor").
2.03 Review of Title and Survey. Purchaser has reviewed the Title Commitment and Survey
in accordance with the terms of the PDA.
ARTICLE III
CONDITIONS PRECEDENT TO CLOSING
3.01 Purchaser's Conditions Precedent. Purchaser's obligation to consummate the
transaction contemplated herein is conditioned upon satisfaction of Seller's performance or compliance
with all of Seller's covenants, agreements and obligations under this Agreement at or prior to the Closing,
including,but not limited to,the following:
(a) The condition of the Property is acceptable to Purchaser, in the Purchaser's sole
and absolute discretion;
(b) The status of title to the Property is acceptable to Purchaser, in the Purchaser's
sole and absolute discretion, in accordance with the terms of the PDA;
(c) The Final Plans, as defined in the PDA, shall have received approval from the
City's Board of Aldermen;and
(d) The Parties shall have executed the IIA.
3.02 Seller's Conditions Precedent. Seller's obligation to consummate the transaction
contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the
Closing, any one or more of which conditions precedent may be waived by Seller in Seller's sole
discretion:
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(a) Representations and Warranties.None of the representations and warranties of
Purchaser set forth in Section 3.03 of this Agreement shall be untrue or inaccurate;
(b) Purchaser's Obligations. Purchaser shall have performed or complied with all
of Purchaser's covenants,agreements and obligations under this Agreement;
(c) No Bankruptcy Proceeding. There shall not have been instituted by or against
Purchaser any bankruptcy proceeding;and
(d) Compliance with Conditions of Pre-Development Agreement. Purchaser shall
have performed or satisfied all of the conditions precedent of the PDA.
3.03 Purchaser's Representations and Warranties.
(a) Purchaser's Authority. This Agreement has been duly authorized by requisite
action and is enforceable against Purchaser in accordance with its terms; neither the execution and
delivery of this Agreement nor the consummation of the sale provided for herein will constitute a
violation or breach by Purchaser of any provision of any agreement or other instrument to which
Purchaser is a party or to which Purchaser may be subject although not a party, or will result in or
constitute a violation or breach of any judgment, order, writ, junction or decree issued against or
binding upon Purchaser;
(b) No Pending Proceedings. Purchaser has no actual knowledge that there is any
action, suit, proceeding or claim affecting Purchaser or relating to the authority of Purchaser to
purchase the Property;and
(c) Office of Foreign Assets Control(OFAC)Issues.
(1) Purchaser represents and warrants that(A) Purchaser and each person or
entity owning an interest in Purchaser (i) is not currently identified on the list of specially
designated nationals and blocked persons subject to financial sanctions that is maintained by the
U.S.Treasury Department,Office of Foreign Assets Control and any other similar list maintained
by the Office of Foreign Assets Control(the"List"),and(ii)is not a person or entity with whom a
citizen of the United States is prohibited to engage in transactions by any trade embargo,
economic sanction, or other prohibition of United States law, regulation, or Executive Order of
the President of the United States, (B) none of the funds or other assets of Purchaser constitute
property of,or are beneficially owned, directly or indirectly,by any Purchaser Embargoed Person
(as hereinafter defined), (C) no Purchaser Embargoed Person has any interest of any nature
whatsoever in Purchaser (whether directly or indirectly), (D) Purchaser has implemented
procedures, and will consistently apply those procedures,to ensure the foregoing representations
and warranties remain true and correct at all times. The term "Purchaser Embargoed Person"
means any person,entity or government subject to trade restrictions under U.S. law, including but
not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., the
Trading with the Enemy Act, 50 U.S.C. App. i et seq., and any Executive Orders or regulations
promulgated thereunder, with the result that the investment by Purchaser is prohibited by law or
Purchaser is in violation of law.
(2) Purchaser also shall require, and shall take reasonable measures to ensure
compliance with the requirement, that no person who owns any other direct interest in Purchaser
is or shall be listed on any of the Lists or is or shall be a Purchaser Embargoed Person. This
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Section shall not apply to any person to the extent that such person's interest in the Purchaser is
through a U.S. Publicly-Traded Entity.
ARTICLE IV
CLOSING
4.01 Closing Date and Time. Provided that all of the conditions of this Agreement and the
PDA shall have theretofore been satisfied, the closing of the purchase and sale of the Property shall occur
no later than thirty(30)days after approval of this Agreement by the City's Board of Aldermen,or earlier
on a date mutually agreed to in writing by the Parties, but in no event later than October 26, 2018, (the
"Closing"). Either Purchaser or Seller may, at such parties' option, extend the Closing for up to ten (10)
days, upon written notice to the other party, prior to the then-scheduled Closing. The date on which the
Closing actually occurs is referred to herein as the"Closing Date."
4.02 Seller's Closing Matters. At the Closing, Seller shall, at Seller's expense, shall do the
following:
(a) Special Warranty Deed. Execute, acknowledge and deliver to Purchaser a
special warranty deed in substantially the form attached hereto as Exhibit C (the"Deed") conveying
to Purchaser good and indefeasible title in fee simple to the Property, subject only to the Permitted
Exceptions;
(b) Evidence of Authority. Deliver to Purchaser such evidence of Seller's authority
to consummate the sale of the Property as is contemplated in this Agreement or as Purchaser or the
Escrow Agent may reasonably request;
(c) Possession of the Property.Deliver possession of the Property to Purchaser;
(d) Title Policy Documents. Deliver to the Escrow Agent such instruments or
documents as are necessary, or reasonably required by Purchaser or the Escrow Agent, to do the
following: (i) release sufficient discharge of record any mortgages, deeds of trust, or other liens
affecting the Property, if any; and (ii) omit from the Title Policy all exceptions for unfilled
mechanic's,materialman's or similar liens and rights of parties in possession;
(e) Owner's Title Policy. Deliver or cause the Escrow Agent, as title insurer, to
commit to delivering the Title Policy;
(f) Tax Certificates. Deliver tax certificates or other written evidence showing that
there are no delinquent taxes, assessments or PILOTS, if any, affecting the Property as of the Closing
Date;
(g) Certificate of Representations. Seller shall deliver an updated certificate of the
representations and warranties set out in the PDA as of the Closing Date;
(h) Assignment of Contracts and Assignment of Leases. Deliver to Purchaser an
absolute assignment of all Contracts concerning the Property entered into by Seller,if any;and
(i) Other Documents.Execute, acknowledge where required and/or deliver any and
all other items contemplated by the terms of this Agreement or reasonably required by Purchaser or its
legal counsel or by the Escrow Agent.
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4.03 Purchaser's Closing Matters.At the Closing,Purchaser shall do the following:
(a) Purchase Price.Deliver the Purchase Price to the Escrow Agent by wire transfer
or other immediately available good funds;
(b) Evidence of Authority.Deliver such evidence of authority to close the purchase
of the Property pursuant to this Agreement as Seller or the Escrow Agent reasonably requests;and
(c) Other Items. Execute, acknowledge where required and/or deliver any and all
other items contemplated by the terms of this Agreement or reasonably required by Seller or its legal
counsel or by the Escrow Agent.
4.04 Closing Costs. Seller shall pay the premium for the Title Policy (including deletion of
the standard exceptions set forth in Section 2.02),all recording charges for the Deed, all costs of the Title
Policy, and any special charges or assessments affecting the Property required to be paid prior to Closing
to deliver unencumbered title to the Property to Purchaser. Purchaser shall pay all costs and expenses
relating to Purchaser's financing, including any recording fees for Purchaser's security documents and the
cost of any mortgagee or loan policy required by Purchaser's lender, and the cost of any endorsements or
special coverages required by Purchaser to the Title Policy. Each party shall be responsible for the
payment of its own attorneys' fees incurred in connection with this Agreement and all other expenses
which such party incurs. The parties shall split any escrow fee and expenses charged by the Escrow
Agent.
4.05 Proration.Proration shall be made as follows as of 12:01 a.m. on the Closing Date:
(a) Current Ad Valorem Taxes. Real and personal property ad valorem taxes,
assessments and PILOTS pertaining to the Property for the year in which the Closing occurs shall be
prorated as of the Closing (collectively, "Taxes"), based upon actual days involved. Seller shall be
responsible for all Taxes pertaining to the Property for any period prior to the Closing.Purchaser shall
receive credit on the amount of the cash payments to be made by Purchaser pursuant hereto for the
prorated amount of such Taxes for the year of the Closing which is chargeable to Seller.In connection
with the proration of Taxes, if actual figures for the year of the Closing are not available at the
Closing,an estimated,tentative proration of Taxes shall be made using most recent assessment and tax
rate information available, which such proration shall be final. This provision shall survive the
Closing.
(b) Levee District Assessments. Purchaser acknowledges that the Development Site
is subject to annual special assessments and taxes by the Riverside Quindaro Bend Levee District of
Platte County, Missouri (the "Levee District'). The amount of taxes and assessments attributable to
each tract of land is determined based upon the benefits assessed against such tract on the records of
the Levee District. One hundred percent(100%)of the benefits associated with the Development Site
shall remain with the net Development Site, after excluding all rights-of-ways, transferred to
Purchaser. Purchaser acknowledges and agrees that all such special assessments and taxes shall be
imposed against the Development Site acquired by Purchaser and no portion of any special assessment
or tax shall be levied against any right-of-way or easement obtained or reserved, now or in the future,
by the Seller. This Section shall survive Closing and termination of this Agreement.
(c) Other Taxes and Assessments. All Taxes to the Closing Date (including
installments due after the Closing Date with respect to special assessments which are payable in
installments)and all Taxes for periods prior to the tax year in which the Closing occurs shall be paid
in full by Seller on or before the Closing Date. Seller shall be responsible for and indemnify Purchaser
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against any Taxes attributable to the period prior to the Closing Date, including,but not limited to,any
Taxes deferred to subsequent years due to an exemption or special use valuation.
ARTICLE V
REMEDIES
5.01. Purchaser's Remedies. Remedies for Failure to Close. In the event that Seller fails or
refuses to convey the Property at Closing and Purchaser has satisfied all of Purchaser's obligations
pursuant to this Agreement and the PDA and is prepared to proceed with Closing, and all of Seller's
conditions precedent to Closing set forth in Section 3.02 have been satisfied,Purchaser may exercise one
of the following exclusive remedies: (a)terminate this Agreement by giving Seller written notice of such
election prior to or at the Closing, and thereupon this Agreement shall terminate,and all parties hereto or
mentioned herein shall be relieved and released of all further obligations,claims and liabilities hereunder,
(b)to waive, prior to or at the Closing,the applicable objection or condition and proceed to the Closing of
the transaction contemplated hereby in accordance with the remaining terms hereof; or(c) seek specific
performance of Seller's obligation to convey the Property under this Agreement.
5.02 Seller's Remedies. If Purchaser wrongfully fails or refuses to perform Purchaser's
obligations pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be
entitled, as Seller's sole and exclusive remedy, to terminate this Agreement by written notice to
Purchaser. Seller waives any right to damages.
ARTICLE VI
MISCELLANEOUS
6.01 Escrow Instructions.Intentionally Omitted.
6.02 Integration. This Agreement constitutes the entire and final expression of the agreement
of the parties hereto and supersedes all prior agreements and understandings of the parties, either oral or
written.Aside from those referenced and incorporated in this Agreement, including,but not limited to the
PDA and IIA,there are no other agreements,oral or written,between the parties regarding the Property.
6.03 Modification.This Agreement can be amended only by written agreement signed by the
parties hereto and by reference made a part hereof
6.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller
and Purchaser,and their respective heirs,personal representatives,successors and assigns.
6.05 Notices. Any notice, communication, request, demand, reply or advice (severally and
collectively referred to as "Notice") in this Agreement required or permitted to be given, made or
accepted must be in writing. Notice may, unless otherwise specifically provided herein, be given or
served(a)by depositing the same in a receptacle regularly maintained and serviced by the United States
Postal Service, postage pre-paid, registered or certified, and addressed to the party to be notified, with
return receipt requested, or (b) by delivering the same to such party, or an agent of such party, by
commercial courier. Notice sent by registered or certified mail in the manner hereinabove described shall
be effective on the earlier of the third (3rd) business day after such deposit or the actual receipt thereof.
Notice given by commercial courier shall be effective on the date delivered to the other party. For the
purposes of Notice,the addresses of the parties shall,until changed as provided below,be as follows:
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If to Seller: If to Purchaser:
City of Riverside, Missouri Timothy J. Link, Manager
Attn: Kathleen L. Rose,Mayor 1501 Taney Street
2950 N.W.Vivion Road North Kansas City,MO 64116
Riverside, MO 64150 Tel: (816)474-3900
Tel:(816)741-3993 E-mail:Timlink(a,.doorlinkmfg.com
Fax: (816)746-8349
E-mail: krose(a)riversidemo.com
With a copy to: With a copy to:
Spencer Fane LLP Lathrop Gage LLP
Attn: Joe Bednar Attn: Paul Lewis
304 East High Street 2345 Grand Boulevard, Suite 2200
Jefferson City, MO 65101 Kansas City, MO 64108
Tel: (573)634-8116 Tel: (816)460-5306
Fax: (573)634-8140 Fax: (816)292-2001
E-mail:jbednara pencerfane.com E-mail: plewis(@Iathropwme.com
The parties hereto shall have the right from time to time to change their respective addresses, and each
shall have the right to specify as its address any other address within the United States of America,by not
less than ten(10)days' prior written notice to the other party.
6.06 Brokerage Commissions. The Parties acknowledge that Colliers International (the
"Broker") is representing the Purchaser, and shall be paid a commission at Closing by Seller, in the
amount of six percent (6%) of the Purchase Price. Each party represents and warrants that no real estate
brokerage commission fee is payable to any person or entity other than the Broker in connection with the
transaction contemplated hereby, and each party shall indemnify, defend and hold the other party
harmless from and against the payment of any commission or fee to any person or entity claiming, or
alleging to claim,by,through or under the indemnifying party.
6.07 Time. Time is of the essence in all things pertaining to the performance of this
Agreement.
6.08 Survival of Obligations. To the extent necessary to carry out the terms and provisions
hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not
be deemed terminated at the time of the Closing, nor shall they merge into the various documents
executed and delivered at the time of the Closing. All representations and warranties by Seller in this
Agreement (i) will expire one (1) year after the Closing Date as to matters for which Purchaser has not
provided written notice to Seller within such period of time; and(ii)will expire as to all matters specified
in any such written notice to the extent that such matters are not resolved or made the subject of litigation
instituted prior to the expiration of three(3)years after the Closing Date.
6.09 APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THE
STATE OF MISSOURI SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT,
INTERPRETATION AND VALIDITY OF THIS AGREEMENT, THE OBLIGATIONS OF THE
PARTIES ARE PERFORMABLE, AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF
THIS AGREEMENT SHALL LIE, IN PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER
EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
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6.10 Headings. The headings that have been used throughout this Agreement have been
inserted for convenience of reference only and do not constitute matters to be construed in interpreting
this Agreement.
6.11 Terminology. Words of any gender used in this Agreement shall be held and construed
to include any other gender and words in the singular number shall be held to include the plural, and vice
versa, unless the context requires otherwise. The words"herein,""hereof,""hereunder"and other similar
compounds of the word"here'when used in this Agreement shall refer to the entire Agreement and not to
any particular provision or section. The words"include" and"including" shall be deemed to be followed
by the phrase"without limitation"unless otherwise qualified.
6.12 Construction of Agreement. This Agreement shall not be construed more strictly
against one party than against the other merely by virtue of the fact that it may have been prepared by
legal counsel for one of the parties, it being recognized that both Seller and Purchaser have contributed
substantially and materially to the preparation of this Agreement.
6.13 Severability.If any one or more of the provisions of this Agreement, or the applicability
of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall
be modified to the minimum extent necessary to make it or its application valid and enforceable, and the
validity and enforceability of all other provisions of this Agreement and all other applications of any such
provision shall not be affected thereby.
6.14 Counterpart Execution.This Agreement may be executed in several counterparts, each
of which shall be fully executed as an original and all of which together shall constitute one and the same
instrument.
6.15 Further Acts. In addition to the acts recited in this Agreement to be performed by Seller
and Purchaser, Seller and Purchaser agree to perform or cause to be performed at the Closing or after the
Closing any and all such further acts as may be reasonably necessary to consummate the transactions
contemplated hereby.
6.16 Litigation. In the event of litigation between the parties with respect to the Property,this
Agreement, the performance of the obligations hereunder or the effect of a termination under this
Agreement,the losing party shall pay all reasonable attorneys' fees and expenses and court costs incurred
by the prevailing party in connection with such litigation.
6.17 Benefit. This Agreement is for the benefit only of the parties hereto or their respective
heirs, personal representatives, successors and assigns, and no other person or entity shall be entitled to
rely hereon,receive any benefit herefrom or enforce against any party hereto any provision hereof.
6.18 Assignment. Purchaser may assign this Agreement and all rights hereunder to an
affiliated entity provided that(i) Purchaser shall remain jointly and severally liable with the assignee for
the obligations contained in this Agreement; (ii) Purchaser, and any assignee by accepting assignment of
this Agreement, expressly agrees to defend and indemnify Seller from any litigation arising out of the
assignment; (iii) written notice of the assignment, including the name of the assignee, is provided to
Seller at three(3)business days prior to Closing.
6.19 Form of Instruments. Except as otherwise provided herein, all instruments to be
famished hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such
instrument.
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6.20 Tenders of Performance.All tenders of performance shall be made at the Closing and at
or before the time specified for the Closing.
6.21 Legal Holidays and Business Days. If any date herein set forth for the performance of
any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided
should be on a Saturday, Sunday or legal holiday,the compliance with such obligations or delivery shall
be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday.As used
herein, the term "legal holiday"means any federal holiday for which financial institutions or post offices
in the City are generally closed for observance thereof. As used herein, the term "business day" shall
mean a day which is not a Saturday, Sunday or legal holiday.
6.22 Nonwaiver. Except as otherwise specifically provided for hereunder, no party shall be
deemed to have waived any of its rights hereunder unless such waiver is in writing and signed by the
party waiving such right. Except as otherwise specifically provided for hereunder, no delay or omission
by any party in exercising any right shall operate as a waiver of such right or of any other right.A waiver
on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future
occasion.Except as otherwise provided in Sections 5.01 and 5.02 hereof,all rights and remedies, whether
evidenced hereby or by any other agreement, instrument or paper, will be cumulative and may be
exercised separately or concurrently.
6.23 Effective Date; Acceptance.The effective date(the"Effective Date")of this Agreement
shall be the date that the Escrow Agent receives and receipts one or more counterparts of this Agreement
that have been signed by both Seller and Purchaser.
[Remainder of Page Intentionally Left Blank—Signature Page to Follow]
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IN WITNESS WHEREOF, this Agreement has been duly executed in multiple counterparts(each
of which is to be deemed an original for all purposes) by the parties hereto on the respective date
appearing below each party's signature to be effective on the Effective Date herein specified.
SELLER:
The City of Riverside,Missouri,
a Missouri municipal corporation
/at�c�o
By:
Kathen L. Rose, Mayor
Date: ±. /$
PURCHASER:
Link Real Estate LLC
a Missouri limited liability company
By:
Timothy J.Link, Manager
Date:
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ESCROW AGENT RECEIPT
The undersigned Escrow Agent acknowledges receipt of this Agreement of Purchase and Sale
and agrees to be bound by the terms of this Agreement this day_of 2018.
STEWART TITLE COMPANY
By:
Name-
Title:
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WA 11886822.1
EXIIIBIT A
LEGAL DESCRIPTION OF REAL PROPERTY BEING PURCHASED
A parcel of land in the Northeast Quarter of Section 7,Township 50 North,Range 33 West,Platte
County,Missouri and described as follows:
Commencing at the Northwest comer of said Northeast Quarter,thence South 00°20'28"West along the
West line of said Northeast Quarter,a distance of 349.77 feet to a point on the South Line of RIVERSIDE
HORIZONS WEST FIRST PLAT,a subdivision of land in the City of Riverside of said Platte County;
thence South 89°24'06"East along the south line of said subdivision,a distance of 30.00 feet to the
Southernmost Southeast corner thereof; thence South 89°38'l 6"East,a distance of 85.20 feet to the
Point of Beginning;
thence South 89039133"East,a distance of 972.64 feet;
thence North 45120'27"East,a distance of 35.94 feet;
thence South 32°37'2T'East,a distance of 37.06 feet;
thence Southerly along a tangent curve to the right,having a radius of 470.00 feet,and arc length
of 270.39 feet and a chord which bears South 16°08'35"East,a distance of 266.68 feet;
thence South 00'20'15"West,a distance of 314.53 feet;
thence South 45°20'27"West,a distance of 35.36 feet;
thence North 89°39'33"West,a distance of 1068.91 feet;
thence North 00120'27"East,a distance of 600.93 feet to the Point of Beginning
Said parcel contains 650,907 square feet,or 14.943 acres,more or less.
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E7EMIT B
INFRASTRUCTURE IMPROVEMENT AGREEMENT
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WA 11856=.1
EDIT C
FORM OF DEED
MISSOURI SPECIAL WARRANTY DEED
THIS INDENTURE is made as of October_,2018(the"Effective Date"),by and between The City of
Riverside, Missouri, a political subdivision of the State of Missouri ("Grantor"), with an address of
2950 NW Vivion Road, Riverside, MO 64150, and Link Real Estate LLC, a Missouri limited liability
company("Grantee'),with an address of 1501 Taney Street,North Kansas City,MO 64116.
WITNESSETH, that Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00)
and other good and valuable consideration, to Grantor paid by Grantee (the receipt of which is hereby
acknowledged) does by these presents, SELL AND CONVEY, unto Grantee and Grantee's heirs,
successors and assigns, the following described lots, tracts or parcels of land, lying, being and situate in
Platte County,Missouri,to wit:
See Exhibit A,attached hereto and incorporated herein by reference.
SUBJECT TO: (a) easements, restrictions, declarations, reservations, agreements, instruments
and other matters of record, if any; (b) taxes and assessments, general and special, not now due and
payable;and(c)rights of the public in and to the parts thereof in streets,roads or alleys.
TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights, privileges,
appurtenances and immunities thereto belonging or in anywise appertaining unto Grantee and Grantee's
heirs, successors and assigns, forever; Grantor hereby covenanting that the said premises are free and
clear from any encumbrance done or suffered by Grantor, except as set forth herein;and that Grantor will
warrant and defend the title to said premises unto Grantee and Grantee's heirs, successors and assigns,
forever, against the lawful claims and demands of all persons claiming under Grantor, except as set forth
herein.
[Signatures on following page]
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IN WITNESS WHEREOF,Grantor has executed these presents as of the Effective Date.
GRANTOR
CITY OF ERSIDE,MISSOURI
By:
'Kathleen L. Rose, Mayor
(SEAL)
A
City Clerk
STATE OF MISSOURI )
) SS.
COUNTY OF PLATTE )
0
On this day of October,2018, 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
political subdivision of the State of Missouri,and that the seal affixed to the foregoing instrument is the
seal of said City,and said instrument was signed and sealed in behalf of said City by authority of its
Board of Aldermen,and said individual acknowledged said instrument to be the free act and deed of said
City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County
and State aforesaid,the day and year first above written.
Notary Public
My Commission Expires: f mdo�u ,�_o/9
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Z. '•- Mrdie Zo1s
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