HomeMy WebLinkAbout1796 Sale of Property - Soccer BILL NO. 2021-039 ORDINANCE NO.
AN ORDINANCE AUTHORIZING AND APPROVING THE SALE OF CERTAIN PROPERTY BY
THE CITY OF RIVERSIDE, MISSOURI AND AUTHORIZING OTHER DOCUMENTS AND
ACTIONS RELATED THERETO
WHEREAS. the City of Riverside, Missouri (the "City") owns certain real property.. the
approximately twelve and one-half acres (12.5) acres depicted on Exhibit A, attached hereto and
incorporated herein, in Riverside, Platte County, Missouri, also known and referred to at times as
Horizons East ("Parcel A"), and
WHEREAS. KC WFC TRAINING, LLC, a Kansas limited liability company ("KC WFC") proposed
to purchase Parcel A to develop and use it as part of the construction and operation of a youth
soccer operation for training and tournaments ("Youth Training"), and a headquarters and training
facility (the `Headquarters") for a professional women's soccer franchise known currently as KC
NWSL, (the "Proposal)", and
WHEREAS, Developers shall commence construction on the Headquarters operation within forty-
five (45) days of execution of this Agreement for the development of the Property, and
WHEREAS. the City desires to sell the Property to KC WFC TRAINING, LLC.. a Kansas limited
liability company (`KC WFC') and KC WFC 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 Six Hundred and
Sixty-Two Thousand, One Hundred Thirty and 0/100 dollars ($662,130.00) (the "Sale Price"); and
WHEREAS. the Board of Aldermen find that the Proposal submitted by KC WFC fulfills a public
purpose and will further the growth of the City, facilitate the development of Riverside, improve
the environment of the City, increase the assessed valuation of the real estate situated within the
City, increase the sales tax revenues realized by the City, foster increased economic activity
within the City, increase employment opportunities within the City, enable the City to direct the
development of the Redevelopment Area, and otherwise be in the best interests of the City by
furthering the health, safety, and welfare of its residents and taxpayers, and, has authorized this
sale of Parcel A pursuant to this Purchase and Sale Agreement, and its transfer by Special
Warranty Deed, the form of which is attached hereto as Exhibit B (the 'Deed") to Purchaser.
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 AND SELL
PARCEL A TO KC WFC. 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 KC WFC for the Sale Price of Six Hundred and Sixty-Two Thousand, One
Hundred Thirty and 0/100 dollars ($662,130.00) (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. Such sale of the Property to KC
WFC for the Sale Price, and its transfer by Special Warranty Deed, the form of which is attached
hereto as Exhibit B (the "Deed") to KC WFC, and on the other terms and conditions contained in
the Agreement, is hereby approved.
SECTION 2 — 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; 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.
SECTION 3 — EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after
its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only. PASSED AND
APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of
Riverside, Missouri.. this 1711 day of September 2021.
Ka hleen L. Rose, Mayor
ATTEST:
Robin Kincai , City Clerk
Approved as to form:
Spencer Fane LLP,
Special Counsel to the City
by Joe Bednar
conditions contained in the Agreement, and such Agreement is hereby approved in substantially
the form attached hereto as Exhibit B. and incorporated herein. Such sale of the Property to KC
WFC for the Sale Price, and its transfer by Special Warranty Deed, the form of which is attached
hereto as Exhibit B (the"Deed")to KC WFC, and on the other terms and conditions contained in
the Agreement, is hereby approved.
SECTION 2 — 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, 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.
SECTION 3—EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after
its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only, PASSED AND
APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of
Riverside, Missouri, this 17"'day of September 2021.
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ATTEST: Kathleen L. Rose, Mayor
Robin Kincaid, City Clerk
Appmved as to form:
Spencer Fa6e LLP,
Special C unsel to the City
by,Joe dnar
1C 17502558 2
EXHIBIT A
LEGAL DESCRIPTION
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Exhibit A
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Legal Description
All that part of Lot 15, Tract E and East Water Street right of way, all as established in
Riverside Horizons East First Plat, a subdivision in the City of Riverside, Platte County,
Missouri, in the Southwest Quarter of Section 8, Township 50 North, Range 33 West,
described by Patrick Ethan Ward, Missouri PLS-2005000071, of Olsson, MOLC-366, on
August 31, 2021, as follows;
COMMENCING at the Southeast corner of Lot 14 of Riverside Horizons East First Plat,
a subdivision in the City of,Riverside, Platte County, Missouri; thence North 00 degrees
24 minutes 10 seconds East,on the East line of said Lot 14, a distance of 17.36 feet to a
point of curvature; thence South 67 degrees 41 minutes 28 seconds East, departing said
East line, a distance of 125.03 feet to a point on the West line of Lot 15 of said Riverside
Horizons East First Plat, the POINT OF BEGINNING; thence North 00 degrees 24
minutes 10 seconds East, on said West line and on its Northerly extension, a distance of
180.97 feet to a point;thence North 21 degrees 54 minutes 56 seconds East, departing
said Northerly extension, a distance of 64.12 feet to a point on a non-tangent curve;
thence in a Northeasterly direction, on a curve to the right whose initial tangent bears
North 45 degrees 24 minutes 35 seconds East, having a radius of 169.00 feet, through a
central angle of 16 degrees 09 minutes 14 seconds, an arc distance of 47.65 feet to a point
of compound curvature; thence in a Northeasterly and Easterly direction, on a curve to
the right, having a radius of'254.00 feet, through a central angle of 50 degrees 21 minutes
06 seconds, an arc distance of 223.22 feet to a point of tangency; thence South 68 degrees
05 minutes 05 seconds East'a distance of 636.98 feet to a point; thence South 21 degrees
54 minutes 56 seconds West a distance of 393.40 feet to a point on a non-tangent curve;
thence in a Northwesterly and Westerly direction, on a curve to the left whose initial
tangent bears North 54 degrees 10 minutes 33 seconds West, having a radius of 203.00
feet, through a central anglei of 13 degrees 54 minutes 32 seconds, an arc distance of
49.28 feet to a point of tangency; thence North 68 degrees 05 minutes 05 seconds West, a
distance of 17.31 feet to a point of curvature; thence in a Westerly, Southwesterly and
Southerly direction, on a curve to the left, having a radius of 97.00 feet, through a central
angle of 111 degrees 35 minutes 35 seconds, an arc distance of 188.92 feet to a point of
tangency; thence South 00 degrees 19 minutes 20 seconds West a distance of 1.59 feet to
a point of curvature; thence in a Southerly and Southwesterly direction, on a curve to the
right, having a radius of 143.00 feet, through a central angle of 29 degrees 16 minutes 37
seconds, an arc distance of 73.07 feet to a point of tangency; thence South 29 degrees 35
minutes 57 seconds West a distance of 124.84 feet to a point of curvature; thence in a
Southwesterly and Westerly direction, on a curve to the right, having a radius of 143.00
feet, through a central angle of 38 degrees 39 minutes 53 seconds, an arc distance of
96.50 feet to a point on a non-tangent line; thence North 68 degrees 05 minutes 05
seconds West a distance of 490.40 feet to a point on a non-tangent curve, said point also
lying on the West line of said Lot 15; thence in a Northeasterly and Northerly direction,
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on said West line and on a curve to the left whose initial tangent bears North 29 degrees
14 minutes 11 seconds East, having a radius of 308.00 feet, through a central angle of 11
degrees 10 minutes 07 seconds, an arc distance of 60.04 feet to a point of reverse
curvature; thence in a Nort4erly and Northeasterly direction, continuing on said West
line, on a curve to the right;'having a radius of 41.00 feet, through a central angle of 33
degrees 54 minutes 47 seconds, an arc distance of 24.27 feet to a point of tangency;
thence North 51 degrees 58 minutes 52 seconds East, continuing on said West line, a
distance of 78.35 feet to a point of curvature; thence in a Northeasterly direction,
continuing on said West line, on a curve to the left, having a radius of 130.00 feet,
through a central angle of 21 degrees 34 minutes 45 seconds, an arc distance of 48.96 feet
to a point of compound curvature; thence in a Northeasterly, Northerly and Northwesterly
direction, continuing on said West line, on a curve to the left, having a radius of 190.00
feet, through a central angle of 59 degrees 59 minutes 53 seconds, an arc distance of
198.96 feet to a point of compound curvature; thence in a Northwesterly direction,
continuing on said West line, on a curve to the left, having a radius of 130.00 feet,
through a central angle of 21 degrees 40 minutes 20 seconds, an arc distance of 49.17 feet
to a point of reverse curvature; thence in a Northwesterly and Northerly direction,
continuing on said West line, on a curve to the right, having a radius of 68.00 feet,
through a central angle of 51 degrees 40 minutes 16 seconds, an arc distance of 61.32 feet
to a point of tangency, said point also being the POINT OF BEGINNING, containing
529,704 Square Feet or 12.1603 Acres, more or less.
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EXHIBIT B
PURCHASE AND SALE AGREEMENT
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Execution Version
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A REEMENT OF PURCHASE AND SALE
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THIS AGREEMENT Of PURCHASE AND SALE (this "Agreement") is made as of the Effective
Date hereinafter defined by and'between the CITY OF RIVERSIDE, MISSOURI, a Missouri municipal
corporation("Seller"or"City"),;'and KC WFC TRAINING,LLC,a Kansas limited liability company,and/or
its assigns(`Purchaser"). In co ideration of the agreements contained herein and for other good and valuable
consideration, the receipt and s:fficiency of which are hereby acknowledged, Seller and Purchaser hereby
agree as follows:
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RECITALS:
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WHEREAS,the City ofRiverside,Missouri owns certain real property,the approximately twelve and
one-half acres(12.5)acres depicted on Exhibit A,attached hereto and incorporated herein,in Riverside,Platte
County, Missouri, also known aojti referred to at times as Horizons East(`Parcel A"); and
WHEREAS,Purchaser proposed to purchase Parcel A (and the Future Parcels)to develop and use it
for the construction and operation of a youth soccer operation for training and tournaments (`Youth
Training"), a headquarters and (training facility (the "Headquarters") for a professional women's soccer
franchise known currently as KC NWSL;and
WHEREAS,Purchaser,bas submitted to the City a proposal(the"Proposal")for the redevelopment
of Parcel A and additional Par !is B-D (`Future Parcels") (Parcel A and Future Parcels collectively the
"Redevelopment Area");and !
WHEREAS, pursuant ib the terms and conditions contained herein, the parties desire to further
negotiate and finalize the detailstpf the business terms included in the Proposal to be included in one or more
definitive agreements including l�lut not limited to additional purchase and sale agreement(s), an infrastructure
improvement agreement and that certain Development Agreement dated as of September [_], 2021 (the
"Development Agreement," collectively, the (`Definitive Agreements")) for the redevelopment of the
Redevelopment Area; and
WHEREAS, Developers shall commence construction on the Headquarters operation within forty-
five(45)days of execution of this Agreement; and
WHEREAS, the Board of Aldermen of the City, having determined the Proposal submitted by the
Purchaser fulfills a public purpose and will further the growth of the City, facilitate the development of
Riverside,improve the environment of the City,increase the assessed valuation of the real estate situated within
the City, increase the sales tax revenues realized by the City, foster increased economic activity within the
City, increase employment opportunities within the City, enable the City to direct the development of the
Redevelopment Area, and otherwise be in the best interests of the City by furthering the health, safety, and
welfare of its residents and taxp4yers; and, has authorized this sale of Parcel A pursuant to this Purchase and
Sale Agreement, and its transfer by Special Warranty Deed, the form of which is attached hereto as Exhibit B
(the"Deed")to Purchaser.
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:
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ARTICLE I
SALE AND PURCHASE
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1.01 Sale and Purcli iise. The Purchase Price (the "Purchase Price") for Parcel A shall be Six
Hundred and Sixty-Two Thousa ,One Hundred Thirty and 0/100 dollars)($662,130.00),which is based upon
the purchase price of One Dolleli and Twenty-five Cents ($1.25) per square foot and the property's square
footage of 529,704 square feet a iset forth in the legal description attached hereto as Exhibit A.
1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Coffelt Land Title
Inc., 401 Lexington, Harrisonville, MO 64701, Attention: L. Kent Shelman, Phone: (816) 581-2221, (the
"Escrow Agent"or"Title Insurer"). No deposit shall be required of Purchaser.
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ARTICLE II
TITLE AND SURVEY DOCUMENTS
2.01 Title Commitment. Seller shall within ten (10) days after execution hereof at Seller's sole
cost and expense cause to be prepared and furnished to Purchaser for Parcel A an updated title commitment
for the Title Policy(the"Title Commitment")issued by the Escrow Agent showing the City as the record title
owner of Parcel A,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") at the Closing
with respect Parcel A in the amount of the Purchase Price, insuring Purchaser's fee simple title to Parcel A 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 idocuments and plats, if any, which are referred to in the Title Commitment.
Seller shall pay the expenses of obtaining the Title Policy as hereinafter provided at Closing. The Title Policy
shall exclude all standard pre-printed exceptions. Any endorsements for extended coverage shall be at the
Purchaser's sole cost and expense.
2.02 Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and
furnished to Purchaser, Purchaser's legal counsel, Seller and the Escrow Agent an updated ALTA survey(the
"Survey")of Parcel A prepared by a surveyor of Purchaser's choosing(the"Surveyor")as of a date which is
subsequent to the Effective Date.
2.03 Review of Title and Survey. Purchaser shall have thirty (30) days (the "Title Review
Period")commencing on the date Purchaser receives the Title Commitment within which to notify Seller in
writing of any objections Purchaser has to any matters shown on the Title Commitment. All objections raised
by Purchaser in the manner herein provided are hereafter called"Objections." Seller shall have the option,
but not the obligation,to remedy or remove all Objections(or agree irrevocably in writing to remedy or remove
all such Objections at or prior to,!Closing) during the period of time(the"Cure Period") ending on the tenth
(loth) business day after Seller'§!receipt of Purchaser's notice of such Objections. Except to the extent that
Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to
have elected not to cure such matters. In the event Seller is,or is deemed to be,unable or unwilling to remedy
or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within the Cure
Period, then either: I
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W this Agr', ment may be terminated in its entirety by or on behalf of Purchaser by giving
Seller written notice to s ich effect during the period of time(the"Termination Period") ending on
the tenth (loth) business,!day following the end of the Cure Period, whereupon all parties hereto or
mentioned herein shall 61 released and relieved of further obligations, liabilities or claims hereunder;
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(ii) any sucKObjections may be waived by or on behalf of Purchaser, with Purchaser to
be deemed to have waived such Objections if notice of termination is not given within the Termination
Period. Any title encumbrances or exceptions which are set forth in the Title Commitment and to
which Purchaser does not object on or prior to the last day of the Title Review Period(or which are
thereafter waived or dee.'ed to be waived by Purchaser) shall be deemed to be permitted exceptions
(the"Permitted Exceptions")to the status of Seller's title to Parcel A.
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Notwithstanding anythir to the contrary contained in this Agreement, Seller agrees to cause to be
removed as exceptions to title, v fithout the need for Purchaser to further object, the lien of any deed of trust,
mortgage,fixture filings, securit .interests,judgment liens,delinquent taxes and any mechanic's liens relating
to work commissioned by or rformed at Seller's direction prior to August 1, 2021(collectively, the
"Monetary Liens"). Liens arisi from and/or relating to work commissioned by or performed at Developer's
direction pursuant to that Licen` and Indemnity Agreement executed on or about August 13, 2021, by and
between the City and KC WFC I oldings,LLC,a Delaware limited liability company, shall not be considered
a Monetary Lien pursuant to this,$ection 2.03. Seller agrees and acknowledges that notwithstanding anything
to the contrary in this Agreement, the Monetary Liens are not, and will not be included as, Permitted
Exceptions. Additionally, the Condition Subsequent (as defined in the Development Agreement) shall be
deemed a Permitted Exception.
ARTICLE III
CONDITIONS PRECEDENT TO CLOSING
3.01 Purchaser's Conditions Precedent. Purchaser's obligation to consummate the transaction
contemplated herein is conditioned upon:
(a) Seller shall have performed and complied with all covenants, agreements and
obligations under this Agreement required to be performed or complied with by it prior to or at Closing;
(b) The representations and warranties of Seller in this Agreement shall be true and correct
in all material respects on and as of the date hereof and as of the Closing Date as if made on and as of
the Closing Date; and !'
(c) Seller shall have amended that certain Declaration of Covenants, Restrictions,
Easements, Charges, Assessments and Liens for Horizons Business Park/Planned Development
District dated February 13, 2012 recorded as Instrument No. 2012003468 in the Official Records of
Platte County, Missouri (the "Existing Declaration"), to release Parcel A from the Existing
Declaration.
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(d) On the Closing Date, the Title Insurer shall be irrevocably committed to issue
Purchaser the Title Polio((a)—(d)the"Purchaser Closing Conditions").
If any of the Purchased Closing Conditions are not satisfied, Purchaser, in its sole and absolute
discretion, may terminate this Agreement by notice to Seller and Escrow Agent, and neither Party 'shall
thereafter have any further obli tions or liability to the other hereunder. Purchaser shall have the right to
waive any or all of the Purchaser Closing Conditions and proceed to close Escrow subject to the unsatisfied
Purchaser Closing Conditions.
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:
(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) Purch er's Obligations. Purchaser shall have performed or complied with all of
Purchaser's covenants, a: and obligations under this Agreement; and
(c) No Bankruptcy Proceeding. There shall not have been instituted by or against
Purchaser any bankruptcy proceeding((a)—(c)"Seller Closing Conditions").
If any of the Seller Closi g Conditions are not satisfied, Seller,in its sole and absolute discretion, may
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terminate this Agreement by not-�Ike to Purchaser and Escrow Agent,and neither Party shall thereafter have any
further obligations or liability tore other hereunder. Seller shall have the right to waive any or all of the Seller
Closing Conditions and proceed o close Escrow subject to the unsatisfied Seller Closing Conditions.
3.03 Purchaser's representations and Warranties.
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(a) Purc er's Authority. This Agreement has been duly authorized by requisite action
and is enforceable agai4t Purchaser in accordance with its terms; neither the execution and delivery
of this Agreement nor consummation of the sale provided for herein will constitute a violation or
breach by Purchaser of 4ny provision of any agreement or other instrument to which Purchaser is a
party or to which Purcaser may be subject although not a party, or will result in or constitute a
violation or breach of a,!y 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 clai m affecting Purchaser or relating to the authority of Purchaser to purchase Parcel
A; and
(c) Office of Foreign Assets Control 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 Executive Order 13224 issued
on September 24, 2001 ("EO 13224"); the United States Treasury
Department's Office of Foreign Assets Control ("OFAC") most current list
of"Specifically Designated National and Blocked Persons"(which list may
be published from time to time in various mediums including,but not limited
to, the OFAC website, http:www.treas.gov/ofac/tllsdn.pdf) (the "Lists");
,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
isanction 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
1jkct,50 U.S.C.App. 1 et seq.,and any Executive Orders or regulations
':promulgated thereunder, with the result that the investment by Purchaser is
prohibited by law or Purchaser is in violation of law.
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(2) lurchaser also shall require, and shall take reasonable measures to ensure
compliance wit the requirement, that no person who owns any other direct interest in
Purchaser is or hall be listed on any of the Lists or is or shall be a Purchaser Embargoed
Person. This S ` tion shall not apply to any person to the extent that such person's interest in
the Purchaser is Iffirough a U.S.publicly traded entity.
I ARTICLE IV
II CLOSING
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4.01 Closing Date and Time. Provided that all of the conditions of this Agreement shall have
theretofore been satisfied, the closing(the"Closing")of the purchase and sale of Parcel A shall be conducted
at such time and location as shall be mutually agreeable to Seller and Purchaser. Purchaser may, at its option,
extend the Closing Date for up to one(1)additional ten(10)day period, upon written notice to Seller, prior to
the then-scheduled Closing Date. The date on which the Closing actually occurs is referred to herein as the
"Closing Date." II
4.02 Seller's Closing'(Matters. At the Closing, Seller shall do the following:
(a) Special; arranty Deed. Execute, acknowledge and deliver to Purchaser a Special
Warranty Deed("Deed"�I conveying to Purchaser good and indefeasible title in fee simple to Parcel A,
subject to the Permitted Exceptions:
(b) Non-foreign Person Affidavit. Execute and deliver an affidavit in form and
substance reasonably satisfactory to Purchaser confirming that Seller is not a foreign person or entity
within the meaning of Section 1445 of the Internal Revenue Code of 1986 (the "FIRPTA"), as
amended;
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(c) Evidence of Authority. Deliver to Purchaser such evidence of Seller's authority to
consummate the sale of Parcel A as is contemplated in this Agreement or as Purchaser or the Escrow
Agent may reasonably request;
(d) Possession of Parcel A. Deliver possession of Parcel A to Purchaser;
(e) Owner's Title Policy. Deliver or cause the Title Insurer to commit to delivering the
Title Policy and deliver:to the Title Insurer all customary owner's affidavits, survey affidavits, no
change affidavits and all other requirements reasonably requested by Title Insurer;
(f) Tax Certificates. Deliver tax certificates or other written evidence showing that there
are no delinquent taxes, ssessments or PILOTS(as defined in the Development Agreement)affecting
Parcel A as of the Closir Date;
(g) Other l currents. Execute, acknowledge where required and/or deliver any and all
other items contemplate'by the terms of this Agreement or reasonably required by Purchaser,its legal
counsel, Title Insurer or,by the Escrow Agent.
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4.03 Purchaser's Cl sing Matters. At the Closing,Purchaser shall do the following:
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(a) Pureh , Price. Deliver the Purchase Price to the Escrow Agent by U. S. Federal
Reserve System wire tra sfer or other immediately available good funds;
(b) Eviden of Authority. Deliver such evidence of authority to close the purchase of
Parcel A pursuant to thi' Agreement as Seller or the Escrow Agent reasonably requests;and
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(c) Other ms. Execute, acknowledge where required and/or deliver any and all other
items contemplated by dI terms of this Agreement or reasonably required by Seller or its legal counsel
or by the Escrow Agent.!
4.04 Closing Costs. peller shall pay the premium for the Owner's Title Policy(including deletion
of the standard exceptions set f th in Section 3.01), all recording charges for the Deed, all costs of the Title
Policy, Monetary Liens and any special charges or assessments affecting Parcel A required to be paid prior to
Closing to deliver unencumbered title to Parcel A to Purchaser. Purchaser shall pay all costs and expenses
relating to Purchaser's financing, including any recording fees for Purchaser's security documents, the cost of
any mortgagee or loan policy rquired by Purchaser's lender and the cost of any endorsements or special
coverages required by Purchaser Ito 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 Prorations. Prorations 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 Parcel A for the year in which the Closing occurs shall be
prorated as of the Closi 'g (collectively, "Taxes") based upon actual days involved. Seller shall be
responsible for all Tax ;pertaining to Parcel A for any period prior to the Closing. Purchaser shall
receive credit on the air 1 unt of the cash payments to be made by Purchaser pursuant hereto for the
prorated amount of sucTaxes for the year of Closing which is chargeable to Seller. In connection
with the proration of Ta s,if actual figures for the year of the Closing are not available at the Closing,
an estimated, tentative oration of Taxes shall be made using most recent assessment and tax rate
information available; p bvided, however, that, when the actual Taxes for the year of the Closing are
available, a corrected poration of Taxes shall be made. If such Taxes for the year of the Closing
increase over those for e preceding year, Seller shall pay to Purchaser a pro rata portion of such
increase, computed to t � Closing Date, and conversely, if such Taxes for the year of the Closing
decrease from those of le preceding year, Purchaser shall pay to Seller a pro rata portion of such
decrease, computed to a Closing, with any such payment to be made within ten (10) days after
notification by either pa`,,y that such adjustment is necessary. If all or part of Parcel A is located in a
tax parcel for the year of Closing which includes property that is not within Parcel A, then the Taxes
attributable to such tax cel for the land value only and excluding the value of any improvements
there for the year of Clo> ing shall be allocated between Parcel A(or applicable portion thereof) and
the other portions of such tax parcel on the basis of the percentages which the gross surface areas of
Parcel A(or applicable portion thereof)and such other portions of such tax parcel represent of the total
gross surface area of such tax parcel. If all or part of Parcel A is located in a tax parcel for the year of
Closing which includes property that is not within Parcel A and all Taxes attributable to such tax parcel
shall not have been paidlIn full at or prior to the Closing Date, each of Seller and Purchaser shall be
obligated to deposit in escrow with the Escrow Agent at Closing an amount equal to the Taxes
estimated to be due with respect to their respective portions of such tax parcel for the entire year of
Closing, which amounts will be held by Escrow Agent pursuant to an escrow agreement in form
reasonably acceptable to Seller and Purchaser. This provision shall survive the Closing.
(b) Other Taxes and Assessments. All Taxes to the Closing Date (including
installments due after the Closing Date with respect to special assessments which are payable in
installments) and all Taxes for periods prior to the tax year in which the Closing occurs shall be
paid in full by Seller on or before the Closing Date. Seller shall be responsible for and indemnify
Purchaser against any Taxes attributable to the period prior to the Closing Date, including, but not
limited to, any Taxes deferred to subsequent years due to an exemption or special use valuation.
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(c) Levee District. Buyer and Seller acknowledge that the assessments for the Riverside
Quindaro Bend Levee District of Platte County, Missouri (the"Levee District")for the 2021 taxable
period are not due and payable at the time of Closing. Buyer shall pay, when due and payable, 100%
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of such assessments foil the Levee District. Promptly after payment thereof, Buyer shall provide
evidence of such payme!itto Seller,and Seller shall promptly reimburse Buyer for that portion of such
assessment associated W, h the time period prior to Closing in accordance with the proration listed on
Exhibit D hereto.
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(d) Post-Cl sing Adjustments. Seller shall, on or before the Closing, furnish to
Purchaser and the Escr�k iw Agent all information reasonably available to Seller that is necessary
to compute the foregoin g proration of Taxes. To the extent possible,the amount of any adjustment
described in this section; ihall be estimated and paid at the Closing based upon the best information
available to Purchaser ipd Seller at the time and shall be adjusted as soon thereafter as may be
reasonably practicable when final billings are available or when such amounts may be determined with
reasonable certainty. The foregoing obligations shall survive the Closing, any other provision hereof
to the contrary notwithstanding.
ARTICLE V
REMEDIES
5.01 Purchaser's Re+inedies for Seller's Failure to Close. In the event that Seller fails or refuses
to convey Parcel A at Closing ' nd Purchaser has satisfied all of Purchaser's obligations pursuant to this
Agreement, deposited the Purch:se Price with the Escrow Agent and is prepared to proceed with Closing,
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 tra action contemplated hereby in accordance with the remaining terms hereof;
on
(c) seek specific performance of Seller's obligation to convey Parcel A under this
Agreement. Concurrently with the execution of this Agreement, Seller and Purchaser, at Purchaser's
request, shall execute a memorandum of this Agreement in the form attached hereto as Exhibit C that
Purchaser will be entitled to record in the appropriate real property records of Platte County, Missouri
in order to give construcOve notice of the existence of this Agreement.
5.02 Seller's Remedi, . If Purchaser wrongfully fails or refuses to perform Purchaser's obligations
pursuant to this Agreement, Sell, not being in material default hereunder, Seller shall be entitled, as Seller's
sole and exclusive remedy,to terminate this Agreement by written notice to Purchaser and the Escrow Agent.
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i! ARTICLE VI
ENVIRONMENTAL
6.01 Representation and Warranty. Seller represents and warrants that to Seller's knowledge,
and as set fdrth in the Existing Environmental Reports(as defined in the Development Agreement): (i) there
are no Hazardous Substances or underground storage tanks in, on or under Parcel A, except those that are in
compliance with Environmental Law; (ii) there are no past, present or threatened releases of Hazardous
Substances in, on under or from'Parcel A which has not been remediated in accordance with Environmental
Law; (iii)there is no threat of any release of Hazardous Substances migrating to the Parcel A; (iv) there is no
past or present non-compliance with Environmental Law,or with permits issued pursuant thereto,in connection
with Parcel A which has not b �n remediated in accordance with Environmental Law; (v) Seller has not
received any written notice or adY other written communication from any person(including but not limited to
any governmental authority) rel 'ing to Hazardous Substances or required remediation thereof, or possibility
liability of any person pursuant t ,any Environmental Law in connection with Parcel A;and(vi)no remediation
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has ever been recommended or ., uired BY ANY STATE OR FEDERAL AGENCY OR IN CONNECTION
WITH ANY ENVIRONMENT, LAWS in connection with Parcel A.
6.02 Defined Terms For the purposes of this Article 6:
(a) "Hazar ous Substance" means any pollutants, contaminants or industrial, toxic or
hazardous chemicals, Wastes, materials or substances which are defined, determined, classified or
identified as such in any'Environmental Law or in any judicial or administrative interpretation of any
Environmental Law, including without limitation,petroleum,petroleum by-products, friable asbestos,
polychlorinated biphenyls and urea formaldehyde.
(b) "Envir' mental Law" means all statutes, laws, acts, ordinances, rules, regulations,
orders, decrees and ruli gs of any Federal, State and/or local governmental or quasi-governmental
body, agency, board, commission and/or court relating to the protection of health and/or the
environment or otherwi regulating and/or restricting the use, storage,disposal, treatment, handling,
release and/or transp station of Hazardous Substances, including, without limitation, The
Comprehensive Envirotimental Response, Compensation and Liability Act of 1980, as now or
hereafter amended, The Resource Conservation and Recovery Act of 1976, as now or hereafter
amended,and the Environmental Control Laws of the State of Missouri(principally set forth at Chapter
260 of the Revised Statutes of Missouri),as now or hereafter amended,and all regulations respectively
promulgated thereunder;.
! ARTICLE VII
POST-CLOSING COVENANTS
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7.01 Plat. The parties acknowledge that the Seller is completing a plat (the "Plat') of the
Redevelopment Area, including Parcel A.The Seller shall, within forty-five(45)days after Closing,record the
Plat for the Redevelopment Area.'in the form reasonably approved by Purchaser.Purchaser agrees to reasonably
cooperate and execute further documentation necessary to record the Plat.
7.02 Permits. The parties acknowledge Purchaser has applied for building permits for Parcel A,
and Seller has reviewed such building permits. Seller shall, promptly after Closing, but in no event later than
the date that is seven(7)days after Closing,issue such requested building permits.
ARTICLE VIII
(! MISCELLANEOUS
8.01 Integration Tois Agreement constitutes the entire and final expression of the agreement of
the parties hereto and supersede!all prior agreements and understandings of the parties,either oral or written.
There are no other agreements, oral or written, between the parties regarding Parcel A.
8.02 Modification ,f'his Agreement can be amended only by written agreement signed by the
parties hereto and by reference shade a part hereof.
8.03 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.
8.04 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 recep `cle regularly maintained and serviced by the United States Postal Service,
postage pre-paid,registered or c'' ified,and addressed to the party to be notified,with return receipt requested,
or(b) by delivering the same toi uch party, or an agent of such party, by commercial courier. Notice sent by
registered or certified mail in thi manner hereinabove described shall be effective on the earlier of the third
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(3rd) business day after such de osit or the actual receipt thereof. Notice given by commercial courier shall
be effective on the date deliver' to the other party. For the purposes of Notice, the addresses of the parties
shall,until changed as provided' elow,be as follows:
Seller: The }ty of Riverside,Missouri
Atten 'on: City Administrator
City all
2950 NW Vivion Road
Riverside, MO 64150
Purchaser: KC WFC TRAINING, LLC
Attn: 'Amber Cox
9120 Nieman Road
Overland Park, KS 66214
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With copy to: O'Me veny and Myers LLP
Times Square Tower
7 Ti Square
New ork,NY 10036
Attn: ,Irwin Raij
The parties hereto shall have t1he right from time to time to change their respective addresses, and each
shall have the right to specify asits address any other address within the United States of America,by not less
than ten(10)days' prior written notice to the other party.
8.05 Brokerage Commissions. Each party represents and warrants that no real estate brokerage
commission fee is payable to any person or entity in connection with the transaction contemplated hereby,
and each party shall indemnify„;defend and hold the other party harmless from and against the payment of
any commission or fee to any person or entity claiming, or alleging to claim, by, through or under the
indemnifying party.
8.06 Time. Time is of the essence in all things pertaining to the performance of this Agreement.
8.07 Survival of Obligations. To the extent necessary to carry out the terms and provisions
hereof, the terms, conditions, 19irranties, 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 th i Closing. All representations and warranties by Seller in this Agreement:
(i) will expire one;�Kl) year after the Closing Date as to matters for which Purchaser has not
provided written notice to Selle�!within such period of time; and
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(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.
8.08 APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THE
STATE OF MISSO SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT,
INTERPRETATION AND VAADITY OF THIS AGREEMENT. THE OBLIGATIONS OF THE PARTIES
ARE PERFORMABLE, ANI I VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS
AGREEMENT SHALL LIE, 1 11 PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER EACH
HEREBY WAIVE THE RIGFT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF
OR IN CONNECTION WITH tHIS AGREEMENT.
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8.09 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.
810 Terminology.;�ords of any gender used in this Agreement shall be held and construed to
include any other gender and w ds in the singular number shall be held to include the plural,and vice versa,
unless the context requires o' erwise. The words "herein," "hereof.. "hereunder" and other similar
compounds of the word"here"V,ihen 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"unleI s otherwise qualified.
8.11 Construction Agreement. This Agreement shall not be construed more strictly against
one party than against the othef nerely by virtue of the fact that it may have been prepared by legal counsel
for one of the parties, it being ficognized that both Seller and Purchaser have contributed substantially and
materially to the preparation of this Agreement.
8.12 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�jnecessary 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.
8.13 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.
8.14 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
Date any and all such further acts as may be reasonably necessary to consummate the transactions contemplated
hereby.
8.15 Litigation. In the event of litigation between the parties with respect to Parcel A, this
Agreement, the performance of .he obligations hereunder or the effect of a termination under this Agreement,
the losing party shall pay all rea ,nable attorneys' fees and expenses and court costs incurred by the prevailing
party in connection with such li ,ration.
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8.16 Benefit. This A,Oement is for the benefit only of the parties hereto or their respective heirs,
personal representatives, succes �rs and assigns, and no other person or entity shall be entitled to rely hereon,
receive any benefit here from or Onforce against any party hereto any provision hereof.
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8.17 Assignment. P rchaser may assign this Agreement and all rights hereunder to an affiliated
entity provided that: I!
(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;and
(iii) written notice of the assignment, including the name of the assignee, is provided to
Seller three(3)business days prior to Closing.
8.18 Form of Instruments. Except as otherwise provided herein, all instruments to be furnished
hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such instrument.
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ormance. All tenders of performance shall be made at the Closing and at or
8.19 Tenders of Perf
before the time specified for the closing.
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8.20 Legal Holiday land Business Days. If any date herein set forth for the performance of any
obligations by Seller or PurchasCir 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;Iday following such Saturday, Sunday or legal holiday. As used herein, the
term "legal holiday" means an ,federal holiday for which financial institutions or post offices in Riverside,
Missouri are generally closed f' observance thereof. As used herein, the term "business day" shall mean a
day which is not a Saturday,Su'Oay or legal holiday.
8.21 Nonwaiver. E kcept as otherwise specifically provided for hereunder, no party shall be
deemed to have waived any ofs rights hereunder unless such waiver is in writing and signed by the party
waiving such right. Except as ot. erwise specifically provided for hereunder,no delay or omission by any party
in exercising any right shall op rate as a waiver of such right or of any other right. A waiver on any one
occasion shall not be construed al$a bar to,or waiver of, any right or remedy on any future occasion. All rights
and remedies, whether evidence�hereby or by any other agreement, instrument or paper, will be cumulative
and may be exercised separately or concurrently.
8.22 Effective Date;;Acceptance. The effective date (the "Effective Date") of this Agreement
shall be the date that the Escrow Agent receives one or more counterparts of this Agreement that have been
signed by both Seller and Purchaser. The execution hereof by Purchaser shall constitute an offer by Purchaser
to Seller to purchase Parcel A on the terms and conditions herein stated, which must be accepted by Seller on
or before 5:00 p.m., the City of Riverside, Missouri time, on the tenth (loth) business day (the"Acceptance
Date")following the date set forth below Purchaser's signature hereto, by the execution hereof by Seller and
the delivery of at least two fully-executed counterparts of same to the Escrow Agent on or before the
Acceptance Date with instructions to deliver at least one fully executed copy thereof to Purchaser. If
Purchaser's offer is not accepted�n such manner by the Acceptance Date,the same shall be thereafter null and
void.
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j Execution Version
IN WITNESS WHEREOF, thi Agreement has been duly executed in multiple counterparts(each of which
is to be deemed an original for atM
purposes)by the parties hereto on the respective date appearing below each
party's signature to be effective the Effective Date herein specified.
SELLER:
CITY OF RSIDE, MISSO I,
By:
athleen L. Rose, Ma or
ATTEST:
B
Robin Kincaid,City Cl
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PURCHASER:
KC WFC Training,LLC a Kansas limited liability
company t_
By:
Name: Angie K.Lang ..e.
Title: Authorized Signatory
Date: September 17,2021
COPY
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