HomeMy WebLinkAbout1807 Sale Certain Real Property to HDBGFBR Associates, LLC BILL NO. 2021-050 ORDINANCE NO.
AN ORDINANCE AUTHORIZING AND APPROVING THE SALE OF CERTAIN REAL
PROPERTY BY THE CITY OF RIVERSIDE, MISSOURI TO HDBGFBR ASSOCIATES, LLC,
AND AUTHORIZING OTHER DOCUMENTS AND ACTIONS RELATED THERETO
WHEREAS, the City of Riverside, Missouri (the "City") owns certain real property, the
approximately twenty acres (20) acres depicted on Exhibit A, attached hereto and incorporated
herein, in Riverside, Platte County, Missouri, also known and referred to at times as Lot 4 of
DoorLink 1st Plat, a subdivision in the City of Riverside, Platte County. Missouri ("Lot 4"); and
WHEREAS, HIDGFBR ASSOCIATES, LLC, a Missouri limited liability company ("HA"), proposes
to purchase that certain parcel of property to develop and use such parcels for an industrial
building with potential warehouse, office and/or manufacturing uses (the "Proposal)"; and
WHEREAS, the City desires to sell Lot 4 to HA and HA desires to purchase Lot 4 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 Two
Million Fifty-Four Thousand, Four Hundred Eighty-Six and 00/100 dollars ($2,054,486.00) (the
"Sale Price"), and
WHEREAS, the Board of Aldermen find that the Proposal submitted by HA 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 Lot 4, 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 Lot 4 pursuant
to this Purchase and Sale Agreement, and its transfer by Special Warranty Deed, the form of
which is attached hereto as Exhibit C (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
LOT 4 TO HA. 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 Lot 4 to
HA for the Sale Price of Two Million, Fifty-Four Thousand, Four Hundred Eighty-Six and 00/100
dollars ($2,054,486.00) (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 Lot 4 to HA for the Sale Price, and its transfer
by Special Warranty Deed, the form of which is attached hereto as Exhibit C (the "Deed") to HA,
and on the other terms and conditions contained in the Agreement, is hereby approved.
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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 lql-�day of October 2021.
a hleen L. Rose, Mayor
ATTEST:Robin Kincaid, City Clerk
Approved as to form:
Spencer Fane LLP,
Special Counsel to the City
by Joe Bednar
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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 /gday of October 2021.
t.%
A
leen L. Rose, Mayor
ATTEST'
Robin Kincaid, CI y Clerk
Approved as to form:
SpO r Fane LLP,
Specia Counsel to the City
by Joe"Bednar
I"="I""1C 17503261 1"""JC 17503261 1
EXHIBIT A
LEGAL DESCRIPTION
Lot 4 of the Doorlink First Plat, a subdivision in the City of Riverside, Platte
County, Missouri, according to the plat recorded 3118/19 as Instrument No. 2019002667,
in Book 22, Page 36.
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EXHIBIT B
PURCHASE AND SALE AGREEMENT
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AGREEMENT OF PURCHASE AND SALE
BETWEEN
THE CITY OF RIVERSIDE,MISSOURI("SELLER")
AND
HIDGFBR ASSOCIATES,LLC("PURCHASER")
THIS AGREEMENT OF PURCHASE AND SALE(this"Agreement")is made as of the Effective
Date hereinafter defined by and between the CITY OF RIVERSIDE, MISSOURI, a fourth class city
organized and existing under the laws of the State of Missouri ("Seller" and "City"), and HIDGFBR
ASSOCIATES, LLC, a Missouri limited liability company, and/or its assigns ("Purchaser"). 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 whose legal description is attached hereto
and incorporated herein as Exhibit A, and Seller desires to sell, and Purchaser wishes to purchase, the
following property on the terms herein set forth(collectively,the"Property"and the"Development Site"):
A. The land consisting of approximately 874,249 square feet+/-,which is generally known as
Lot 4 of DoorLink, I st Plat,a subdivision in the City of Riverside,Platte County,Missouri,and referred to
by the parties as described in Exhibit A(the"Land");
B. The improvements,utilities,and stormwater drainage areas,now or on the"Closing Date"
(as hereinafter defined) located on or in any way appurtenant to the Land(the"Improvements");
C. All right, title and interest of Seller now owned or acquired by Seller prior to the Closing
Date in and to(i)all private streets,roads,avenues,alleys,easements and passageways,opened or proposed,
in front of or abutting the Land, or other appurtenances used in connection with the beneficial use and
enjoyment of the Land and the Improvements,(ii)any award or awards now pending or made after Closing
(as hereinafter defined) by any municipal, county, state or federal authority or body to the present and all
subsequent owners of the Property on account of such ownership, and any unpaid award for damage to the
Land by reason of any change of grade of any such street,road, avenue, alley or passageway, and(iii)any
strips or gores of land adjoining the Land; and
D. All rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages,
appurtenances, development rights, permits, approvals, certifications, authorizations, and riparian rights
belonging or in any way appertaining to the Land and the Improvements.
NOW,THEREFORE, in consideration of the premises and the purchase price below, 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
Two Million Fifty-Four Thousand Four Hundred Eighty-Six and 00/100 Dollars($2,054,486.00),which is
based upon the purchase price of Two and 35/100 Dollars($2.35)per square foot and the Property's square
footage of 874,249 square feet +/-as shall be set forth in the final plat prepared by the City, which Seller
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shall cause to be recorded with the Recorder of Deeds for Platte County, Missouri, and which shall be
supplemented and attached hereto as Exhibit B and incorporated herein upon Seller's receipt of such
recorded final plat (the "Plat"). Notwithstanding anything in this Agreement to the contrary, the final
purchase price shall be determined by multiplying Two and 35/100 Dollars($2.35)times the exact number
of useable square feet contained within the Property,as certified by the final plat and Survey(as hereinafter
defined).For the avoidance of doubt,Purchaser is purchasing the Property from Seller as a fully developed
site. Trunk lines for all utilities as shown on Exhibit E, and Purchaser will be responsible for construction
and all costs and expenses for all utility service lines from the connection points on the main trunk lines.
Purchaser and Seller agree to use best efforts to promote revenue justification for extension of the gas and
electrical utilities to the Property, and with respect to the electrical utilities, extension to the closest
sectionalizer intended for Purchaser's proposed development and use of the Property. In the event that
these extensions are not revenue justified, Seller shall bear the cost of the extension of gas and electrical
utilities to the Property. All easements, roadway access, and other necessary items as shown on the Plat
and on Exhibit E are constructed and available for the Property,at no additional cost to Purchaser in excess
of the Purchase Price. No further roadway access has been requested or is required in connection with the
development of the Property other than as shown on the Plat, Purchaser has no obligation to pay for any
existing, new, or proposed roadways around the Property. Purchaser agrees to pay the Purchase Price as
follows:
(a) Within three (3) business days of execution of this Agreement, Purchaser will
deposit Twenty-Five Thousand and 00/100 Dollars ($25,000.00) with the Escrow Agent (defined
below)as an"Escrow Deposit,"which amount will be applied to the Purchase Price at Closing(as
defined below). The Escrow Deposit will be refundable to Purchaser at any time during the Title
Review Period and Investigation Review Period;
(b) The balance to be paid in guaranteed funds or cashier's check at Closing,
adjusted at Closing for pro-rations, closing costs and other agreed expenses.
1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Coffelt Land
Title Inc.,attn.: Kent Shelman, 9574 N.McGee Street, Kansas City,MO 64155,Ph: (816)581-2208,Fax:
(913) 800-5032(the"Escrow Agent").
ARTICLE II
TITLE AND SURVEY DOCUMENTS
AND INVESTIGATION BY PURCHASER
2.01 Existing Title and Survey Documents. Seller shall furnish to Purchaser, true, correct,
complete and legible copies of any and all (if any) existing title commitments, title exception documents,
and any existing survey, together with any other information in Seller's possession or under its control, in
connection with or related to the Property.
2.02 Title Policy. Seller shall cause to be prepared and furnished to Purchaser within fifteen
(15)days after the Effective Date, at Seller's sole cost and expense(except where otherwise stated below),
an updated title commitment for the Title Policy for the Property(the"Title Commitment")issued by the
Escrow Agent to the Purchaser by the terms of which the Escrow Agent,as agent for Fidelity National Title
Insurance Company (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
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JC 17503099.2
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 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. Purchaser may, at Purchaser's sole cost and expense cause to be prepared and
furnish to Purchaser,Purchaser's legal counsel,Seller and the Escrow Agent,an updated ALTA survey(the
"Survey") of the Property prepared by a surveyor of Purchaser's choosing (the"Surveyor") as of a date
which is subsequent to the Effective Date.
2.04 Review of Title and Survey. Purchaser and its agents and designees shall have a period
of time commencing on the Effective Date and ending on a date which is sixty(60)days after the Effective
Date in which to notify Seller in writing of any objections Purchaser has to any matters shown on the Title
Commitment (the "Title Review Period"). All objections raised by Purchaser in the manner herein
provided are hereafter called "Objections." Seller may, but is not obligated 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 ending on the fifth(5th) day after Seller's receipt of Purchaser's notice of such
Objections (the "Cure Period"). 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(a)this Agreement
may be terminated in its entirety by or on behalf of Purchaser by giving Seller written notice to such effect
during the period of time (the "Termination Period") ending on the fifth(5th) day following the end of
the Cure Period (but no later than the Closing Date), in which event the Deposit shall be returned to
Purchaser and whereupon all parties hereto or mentioned herein shall be released and relieved of further
obligations, liabilities or claims hereunder; or (b) any such Objections may be waived by or on behalf of
Purchaser,with Purchaser to be deemed to have waived such Objections if notice of termination is not given
within the Termination Period,and the parties shall proceed to Closing in accordance with the terms of this
Agreement.Any title encumbrances or exceptions which are set forth in the Title Commitment and to which
Purchaser does not object on or prior to the last day of the Title Review Period (or which are thereafter
waived or deemed to be waived by Purchaser)shall be deemed to be permitted exceptions(the"Permitted
Exceptions") to the status of Seller's title to the Property. Prior to Closing, Seller shall be obligated to
eliminate all monetary encumbrances, including any mortgage, security deed, deed of trust, security
interest, past due tax or assessment, evidencing the payment of such monetary obligations that may be
satisfied by the payment of a sum certain (each a "Monetary Encumbrance") other than Permitted
Exceptions.
2.05 Due Diligence Material.Within five(5)days of the Effective Date,Seller shall furnish to
Purchaser all documents, records and information in Seller's possession, custody, control, or available to
Seller relating to the Property,including without limitation the material set forth on Schedule 2.04 attached
hereto and incorporated herein by reference(collectively, "Due Diligence Material").
2.06 Investigation by Purchaser. Purchaser and its agents and designees shall have the right,
at reasonable times during normal business hours and upon 24 hour prior written notice to Seller, for a
period of time commencing on the Effective Date and ending on a date which is sixty (60) days after the
Effective Date(the"Investigation Review Period"),to go upon the Property for the purpose of inspecting
the same and making such tests, studies, investigations, inquiries, projections and examinations (the
"Investigations") as Purchaser shall deem necessary, including utility availability and capacity
investigations, traffic studies, road accessibility investigations, soils tests, borings tests, grading and
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JC 17503099.2
engineering studies, environmental assessments or audits, analytical tests, feasibility studies and
construction cost projections. Upon completion of such Investigations,Purchaser shall,at its sole expense,
cause the Property to be restored to substantially the same condition it was in prior to such entry, and shall
indemnify and hold Seller harmless of and from all claims for bodily injury or property damage which may
be asserted against Seller by reason of the activities of Purchaser or its agents and designees during the
Investigations. The Investigation Review Period shall run concurrently with the Title Review Period.
(1) In addition,during the Investigation Review Period,Purchaser and Seller agree to continue
discussions with respect to the development of the Property, including and with respect to the following:
(a) Rezoning for Industrial Development, if needed;
(b) Final plat approval, if needed;
(c) A sales tax exemption for the development of the Property;and,
(d) Any other entitlements needed from the City and as additionally set forth in Section
3.01 below.
2.07 Termination by Purchaser. Purchaser may, in Purchaser's sole and absolute discretion,
terminate this Agreement for any reason,whether or not related to the condition of the Property,by written
notice thereof to Seller on or before the expiration of the Investigation Review Period. If Purchaser so
elects to terminate this Agreement, the Deposit shall be returned to Purchaser. If Purchaser does not so
elect to terminate this Agreement,this Agreement shall continue in full force and effect,subject to the other
terms and conditions of this Agreement,and Purchaser shall be deemed to have waived its right to terminate
this Agreement as provided in this Section 2.06.
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, and
satisfaction of the following:
(a) Seller's Board of Aldermen has agreed to a Chapter 100 Sales Tax Exemption of
Materials for the Property;
(b) Purchaser may relocate topsoil to the side of the Property rather than be required
to haul it off-site, provided Purchaser constructs a berm with such topsoil in accordance with an approved
landscape plan;and
(c) Seller's Board of Aldermen has agreed to cap the Seller's fees, such as permitting
fees, etc., at Forty Thousand Dollars($40,000.00);and
(d) Any shared maintenance agreements with respect to any common elements/areas
relating to the Property; and
(e) Purchaser may create a new swale along the south Property line for the purpose of
providing water drainage for the south half of the Property, which will be included in that certain
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JC 17503099.2
"Easement Area"set forth in that certain Permanent Drainage Easement dated March 17,2021 and
recorded on March 19, 2021, Instrument No. 2021005559, Book 1352, Page 902, provided that
Seller will provide maintenance as it relates to the management of the regional stormwater system.
Purchaser shall provide regular maintenance of any swales on its Property such as mowing and
weed control.
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) 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 set forth in Exhibit C. Purchaser's development
of the Property shall be in compliance with Exhibit C.
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
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JC 17503099.2
true and correct at all times. The term"Purchaser Embargoed Person" means any person, entity
or government subject to trade restrictions under U.S. law, including but not limited to, the
International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., the Trading with the
Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated
thereunder,with the result that the investment by Purchaser is prohibited by law or Purchaser is in
violation of law.
(2) Purchaser also shall require, and shall take reasonable measures to ensure
compliance with the requirement,that no person who owns any other direct interest in Purchaser is
or shall be listed on any of the Lists or is or shall be a Purchaser Embargoed Person. This Section
shall not apply to any person to the extent that such person's interest in the Purchaser is through a
U.S.Publicly-Traded Entity.
3.04 Seller's Representations and Warranties. Seller represents and warrants that the
following matters are true and correct as of the Effective Date and the Closing Date.
(a) Title. Seller holds title in fee simple to the Property subject only to Taxes (as
hereinafter defined) for current tax year which are not due and payable and other Permitted
Exceptions.
(b) Authorization. Seller has the full and complete right,power and authority to enter
into this Agreement, to execute documents of conveyance of the Property, and to consummate the
transactions contemplated by this Agreement; and the performance by Seller of its obligations
hereunder, has been duly and validly authorized by all necessary action on the part of Seller; and
no additional authorization,consent or permit is required.
(c) Signatories. The individual or individuals signing this Agreement on behalf of
Seller has or have the right, legal power and actual authority to bind Seller to the terms and
conditions of this Agreement.
(d) No Monetary Encumbrances. The Property is not subject to any mortgage,deed
to secure debt, deed of trust, security agreement,judgment, lien or claim of lien, or any other title
exception or defect that is monetary in nature, other than as provided for herein.
(e) Litigation and Condemnation. That there are no actions, suits or proceedings
pending, or to the best of Seller's knowledge, threatened, before or by any judicial body or any
governmental authority, against or affecting the Property; and that to Seller's knowledge, there is
no existing, proposed or contemplated eminent domain or similar proceeding which would affect
the Property. Seller has not received any notice that the Property is not in compliance with any
federal, state or local statute, ordinance, rule,regulation,requirement or code.
(f) Leases and Contracts. There are no leases, licenses, subleases or similar
agreements (oral or written, formal or informal) with respect to or affecting all or any portion of
the Property, and which are now or will at any time hereafter be in effect. There are no
maintenance, management, supply,construction,concession, security, service or other agreements
or equipment leases in effect with respect to or affecting the Property or any part thereof other than
the contracts contained in the Due Diligence Material delivered to Purchaser.
(g) No Rights to Purchase. Except for this Agreement, Seller has not entered into,
and has no knowledge of any other agreement, commitment, option, right of first refusal or any
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1C 17503099.2
other agreement,whether oral or written, with respect to the purchase,assignment or transfer of all
or any portion of the Property.
(h) Environmental. Except as set forth in (i) that certain Phase I Environmental
Assessment dated October 22, 2002, prepared by Kingston Environmental Services, File Number
2002-3974, and (ii) that certain Phase II Environmental Investigation Report dated February 20,
2003, prepared by Kingston Environmental Services, File Number 02R851, Seller is not aware of
any notice, citation, summons, directive, order or other communication, written or oral, from any
governmental or quasi-governmental authority or agency concerning the presence, generation,
treatment, storage, transportation, transfer, disposal, release, or other handling of any hazardous
substance within, on, from, related to, or affecting the Property. To Seller's knowledge, the
Property has never been used by Seller or any occupant thereof, to generate,treat,store, transport,
transfer,dispose of, release or otherwise handle any hazardous substance.
3.05. PILOTS. Purchaser shall pay all taxes and assessment levied on the Property after the
Closing. As an incentive for Purchaser's execution of its obligations and responsibilities as set forth in this
Agreement, through tax year 2028,if the amount of taxes Purchaser owes to the assessor is less than$1.25
per square foot,Purchaser shall pay directly to the Seller the difference between what the Purchaser paid in
taxes and$1.25 per square foot. If the amount of taxes Purchaser owes to the assessor is more than$1.25
per square foot, Purchaser shall receive from the City an amount equal to the difference between what
Purchaser paid and $1.25 per square foot. The assessments relating to the Property, including but not
limited to the levee assessment,are not subject to the PILOT agreement set forth above.
ARTICLE IV
CLOSING
4.01 Closing Date and Time. Provided that all of the conditions of this Agreement shall have
theretofore been satisfied, the closing of the purchase and sale of the Property shall occur on or around a
date which is thirty (30) days after the expiration of the Title Review Period and Investigation Review
Period, which date shall be mutually agreed to in writing by the parties. 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 D (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
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JC 17503099.2
following:(i)release sufficient discharge of record any mortgages,deeds of trust,or other liens affecting
the property; 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 affecting the Property as of the Closing Date;
(g) Assignment of Agreements and Assignment of Leases. Deliver to Purchaser an
absolute assignment of all Agreements concerning the Property entered into by Seller, if any; and
(h) Other Documents. Execute, acknowledge where required and/or deliver any and
all other items contemplated by the terms of this Agreement or reasonably required by Purchaser or its
legal counsel or by the Escrow Agent.
4.03 Purchaser's Closing Matters.At the Closing,Purchaser shall do the following:
(a) Purchase Price. Deliver the Purchase Price to the Escrow Agent by U.S. Federal
Reserve System wire transfer or other immediately available good funds;
(b) Evidence of Authority. Deliver such evidence of authority to close the purchase
of the 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 (i) the premium for the Title Commitment and the Title
Policy (including deletion of the standard exceptions set forth in Section 2.02), (ii) all recording charges
for the Deed and all other instruments to be recorded in connection with such sale and conveyance of the
Property, (iii) all costs of the Title Policy, excluding any endorsements or special coverages required by
Purchaser to the Title Policy, (iv) all federal, state and local documentary stamps and transfer, sales and
other taxes relating to the sale and conveyance of the Property, and(v)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 (i) 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, (ii)the Survey, and(iii)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 Prorations. Prorations shall be made as follows as of 12:01 a.m. on the Closing Date:
(a) Rents and Income. Collected rents and other income from the Property, if any,
which are attributable to the period of time in which the Closing occurs shall be prorated between the
parties as of the Closing,and Purchaser shall receive credit against the Purchase Price for the portion of
such rents and other income which is attributable to the period after Closing. Delinquent rents shall not
be prorated; provided, however, that, if Purchaser collects any delinquent rents or expense
8
JC 17503099.2
reimbursements after Closing, Purchaser agrees to pay to Seller any delinquent rents or expense
reimbursements attributable to the period prior to the Closing Date after all rents or expense
reimbursements attributable to the period from and after the Closing Date shall have been paid in full.
(b) Current Ad Valorem Taxes. Real and personal property ad valorem taxes,
assessments and PILOTS pertaining to the 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; provided, however, that, when the actual taxes for the year of the Closing are
available, a corrected proration of Taxes shall be made. If such Taxes increase over those for the
preceding year,Seller shall pay to Purchaser a pro rata portion of such increase,computed to the Closing
Date, and conversely, if such Taxes decrease from those of the preceding year, Purchaser shall pay to
Seller a pro rata portion of such decrease, computed to the Closing, with any such payment to be made
within ten(10)days after notification by either party that such adjustment is necessary. If all or part of
the Property is located in a tax parcel for the year of Closing which includes land that is not within the
Property, then the Taxes attributable to such tax parcel for the land value only and excluding the value
of any improvements there for the year of Closing shall be allocated between the Property(or applicable
portion thereof)and the other portions of such tax parcel on the basis of the percentages which the gross
surface areas of the Property (or applicable portion thereof) and such other portions of such tax parcel
represent of the total gross surface area of such tax parcel. If all or part of the Property is located in a
tax parcel for the year of Closing which includes land that is not within the Property, and all Taxes
attributable to such tax parcel shall not have been paid in full at or prior to the Closing Date, each of
Seller and Purchaser shall be obligated to deposit in escrow with the Escrow Agent at Closing an amount
equal to the Taxes estimated to be due with respect to their respective portions of such tax parcel for the
entire year of Closing, which amounts will be held by Escrow Agent pursuant to an escrow agreement
in form reasonably acceptable to Seller and Purchaser.This provision shall survive the Closing.
(c) 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. Seller shall provide to Purchaser,
in accordance with Section 2.04 herein, all information and documentation concerning the Levee
District, as well as a calculation of expected annual assessments from the Closing Date through2028.
(d) 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
9
1C 17503099.2
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.
(e) Post-Closing Adjustments. Seller shall, on or before the Closing, furnish to
Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary to
compute the foregoing proration of Taxes. To the extent possible, the amount of any adjustment
described in this Section shall be estimated and paid at the Closing based upon the best information
available to Purchaser and Seller at the time, and shall be adjusted as soon thereafter as may be
reasonably practicable when final billings are available or when such amounts may be determined with
reasonable certainty. The foregoing obligations shall survive the Closing, any other provision hereof to
the contrary notwithstanding.
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, deposited the Purchase Price with the Escrow Agent, and is prepared to proceed with
Closing, and all of Seller's conditions precedent to Closing set forth in Section 3.02 have been satisfied,
Purchaser may exercise one of the following exclusive remedies: (a) terminate this Agreement by giving
Seller written notice of such election prior to or at the Closing, and thereupon this Agreement shall
terminate,and all parties hereto or mentioned herein shall be relieved and released of all further obligations,
claims and liabilities hereunder,and the Escrow Deposit shall be paid over to Purchaser and reimbursement
paid to Purchaser of Purchaser's actual and reasonable out of pocket expenses and costs incurred in
performing its due diligence up to $25,000.00, as evidenced by valid receipts or other documentation of
such out of pocket costs and expenses, as well as copies of any studies, reports or other due diligence
material that was prepared by third parties and is non-proprietary to Purchaser; (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. Concurrently with the execution of this
Agreement, Seller and Purchaser, at Purchaser's request, shall execute a memorandum of this Agreement
that Purchaser will be entitled to record in the appropriate real property records of Platte County,Missouri,
in order to give constructive notice of the existence of this Agreement.
5.02 Seller's Remedies. If Purchaser wrongfully fails or refuses to perform Purchaser's
obligations pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be
entitled, as Seller's sole and exclusive remedy, to terminate this Agreement by written notice to Purchaser
and retain the Escrow Deposit as liquidated damages. 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, there are no other agreements,
oral or written,between the parties regarding the Property.
10
JC 17503099.2
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:
If to Seller: If to Purchaser:
City of Riverside,Missouri HIDGFBR ASSOCIATES, LLC
Attn:City Administrator c/o Block Real Estate Services,LLC
City Hall Attn: Kenneth G. Block
2950 N.W. Vivion Road Zach Hubbard
Riverside,MO 64150 4622 Pennsylvania Ave., Suite 700
Tel: (816)741-3993 Kansas City, MO 64112
Tel: (816)932-5504
E-mail:bkoral@riversidemo.gov E-mail: kblock@blockllc.com
zhubbard@blockllc.com
With a copy to: With a copy to:
Spencer Fane LLP AMK LAW, LLC
Attn:Joe Bednar 4622 Pennsylvania Avenue, Suite 700
304 East High Street Kansas City, Missouri 64112
Jefferson City,MO 65101 Attn: Anthony M. Knipp
Tel: (573)634-8116 Tel: (816)932-5532
Fax:(573)634-8140 E-mail:aknipp@amk-law.com
E-niail:.ibednar@spgncerfane.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.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,
other than Block Real Estate Services, LLC, representing Purchaser (the "Broker") and Purchaser shall
indemnify,defend and hold Seller 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 Purchaser. Purchaser shall be
responsible for the commission due to Broker pursuant to and in accordance with the terms of a separate
11
JC 17503099.2
agreement. Broker shall be paid only upon the Closing of the purchase and sale contemplated hereby
pursuant to such separate agreement.
6.07 Time.Time is of the essence in all things pertaining to the performance of this Agreement.
6.08 Survival of Obligations. To the extent necessary to carry out the terms and provisions
hereof,the terms,conditions,warranties,representations,obligations and rights set forth herein shall not be
deemed terminated at the time of the Closing, nor shall they merge into the various documents executed
and delivered at the time of the Closing. All representations and warranties by Seller in this Agreement(i)
will expire one(1)year after the Closing Date as to matters for which Purchaser has not provided written
notice to Seller within such period of time;and(ii)will expire as to all matters specified in any such written
notice to the extent that such matters are not resolved or made the subject of litigation instituted prior to the
expiration of three(3)years after the Closing Date.
6.09 APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THE
STATE OF MISSOURI SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT,
INTERPRETATION AND VALIDITY OF THIS AGREEMENT. THE OBLIGATIONS OF THE
PARTIES ARE PERFORMABLE,AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS
AGREEMENT SHALL LIE, IN PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER EACH
HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT.
6.10 Headings.The headings that have been used throughout this Agreement have been inserted
for convenience of reference only and do not constitute matters to be construed in interpreting this
Agreement.
6.11 Terminology.Words of any gender used in this Agreement shall be held and construed to
include any other gender and words in the singular number shall be held to include the plural, and vice
versa, unless the context requires otherwise. The words "herein,""hereof.. "hereunder" and other similar
compounds of the word"here"when used in this Agreement shall refer to the entire Agreement and not to
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
12
1C 17503099.2
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 furnished
hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such instrument.
6.20 Tenders of Performance.All tenders of performance shall be made at the Closing and at
or before the time specified for the Closing.
6.21 Legal Holidays and Business Days. If any date herein set forth for the performance of
any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided
should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall
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. The execution hereof by Purchaser shall constitute an
offer by Purchaser to Seller to purchase the Property on the terms and conditions herein stated,which must
be accepted by Seller on or before 5:00 p.m., the City's time, on the tenth (loth) 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
13
1C 17503099.2
Purchaser's offer is not accepted in such manner by the Acceptance Date, the same shall be thereafter null
and void.
6.24 Right to Exchange Real Property. Either party, through the use of a qualified
intermediary, may transfer or acquire the Property through a tax free exchange, deferred exchange or
reverse exchange of real property pursuant to Section 1031 of the Internal Revenue Code; provided,
however(i) in no event shall any such exchange, or the exchanging party's inability to complete any such
exchange, impair or otherwise affect the Closing Date, (ii) the non-exchanging party shall have no
obligation or liability to the exchanging party or any other person or entity in any respect for any matters
in connection with any such exchange other than payment of the Purchase Price in exchange for the
conveyance to Purchaser of fee simple title to the Property by deed subject only to those matters permitted
under this Agreement, and (iii) the exchanging party shall indemnify and hold the non-exchanging party
harmless from and against any claims,actions,liability and expense in connection with each such exchange.
6.25 Disclosure. Purchaser and Seller acknowledge that agent(s) associated with Block Real
Estate Services, LLC, may have or may acquire an ownership interest in the Property and Purchaser and
Seller acknowledge that such ownership interest shall not affect the terms, conditions or validity of this
transaction.
[Remainder of Page Intentionally Left Blank—Signature Page to Follow]
14
1C 17503099.2
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
By:
Kath een L. Rose, Mayor
Date: b& l q, aDJ--1
PURCHASER:
HIDGFBR ASSOCIATES,LLC,
a Missouri limited liability company
By: BK Properties, LLC, a Missouri limited liability
company, Manager
By:
Kenneth G. Block, Trustee of the Kenneth G. Block
Trust dated January 11, 1991, as amended, Sole
Member and Manager
Date:
15
JC 17503099.2
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
By:
Kathleen L. Rose, Mayor
Date:
PURCHASER:
HIDGFBR ASSOCIATES,LLC,
a Missouri limited liability company
By: BK Properties, LLC, - Missouri limited liability
company, Manager
r
By:
Kenneth . :lock,Trustee of the Kenneth G. Block
Trust dated anuary 11, 1991, as amended, Sole
Member an, Manager
,� '� 6 /�/
Date:
15
JC 17503099.2
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 ,20_.
[COFFELT LAND TITLE,INC.]
By:
Name:
Title:
16
JC 17503099.2
EXHIBIT A
LEGAL DESCRIPTION OF REAL PROPERTY BEING PURCHASED
17
1C 17503099.2
EXHIBIT B
THE PLAT
18
JC 17503099.2
FINAL PLAT
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EXHIBIT C
DEVELOPMENT CRITERIA
1. Property is currently zoned PD,consistent with other lots in Riverside Horizon West at time of
development.
2. The 296,419+/-square foot industrial building will be shell warehouse with future office and/or
manufacturing uses, tilt-up concrete construction, 36' clear with:
32 9'X10' dock doors(1,9263sf)with full equip.,#45k pit levelers,door seals, LED lights
56 9'x10' blockouts for future dock doors
4 12'x16' drive—in doors at the corners
2 12'xl6' blockouts for future drive-in or office finish at south center entry element
Up to 390 parking spaces for up to 19.6%office buildout(58,000sf)
87 trailer storage spots are on the west end of the site
56 unused blockouts for 143 total
58k s.f. future office
14.1%green space
3. Overall appearance and construction will be similar to Riverside Logistics Centre#1 at 41'and
Mattox,currently occupied by Bunzl and Orange EV.
4. The building will be substantially completed on or before 12/31/23;provided, however,that Seller
and Purchaser hereby acknowledge and agree that if such substantial completion date, or any performance
required as a prerequisite of such substantial completion of the building, are delayed due to Force Majeure
or an act or neglect of Seller, said substantial completion date shall be extended for the total accumulated
time of all such delays. "Force Majeure" means any event, condition or circumstance beyond the control
of a party which prevents or hinders performance of such party's obligations under this Agreement,and by
way of example and not limitation,includes all terrorist acts,acts of war,hostilities,blockades,embargoes,
boycotts, sabotage, strikes, lock-outs, slow-downs, disturbances, disorders, riots, civil commotion,
malicious damage, floods, storms, unusual and inclement weather given the time of year and location of
the Land, fire, acts of God, pandemics, plagues, epidemics, delays, actions or inactions by any
governmental, quasi-governmental entity, or utility, unavailability or delay of labor or materials,
procurement delays,supply chain disruptions,material delays relating to market conditions,or other similar
unexpected event which prevents the party claiming force majeure from performing its obligations
hereunder and which act or event is beyond the reasonable control and not arising out of the fault of said
party (or its contractors, officers, members, directors, shareholders, subcontractors, representatives and
agents),and said party has been unable to overcome such act or event by the exercise of due diligence and
commercially reasonable efforts, skill and care.
19
1C 17S03099.2
EXHIBIT D
FORM OF DEED
MISSOURI SPECIAL WARRANTY DEED
THIS INDENTURE is made as of _, 20_(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 HIDGFBR ASSOCIATES,LLC("Grantee"),with
an address of 4622 Pennsylvania Avenue, Suite 700, Kansas City, MO 64112.
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]
20
1C 17503099.2
IN WITNESS WHEREOF,Grantor has executed these presents as of the Effective Date.
GRANTOR
CITY OF IVERSIDE,MISSOURI
i
By:
Name:
Title: -,4141le,7_
(SEAL)
' Y
Attest:
City Clerk
STATE OF MISSOURI )
)SS.
COUNTY OF PLATTE )
On this 1912'day of ,20L,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 aforesod„the day and year first above written.
pli'- ROBIN L.KINCAID
Z� . . Bc): My Commission Expires
March 8,2023
'SEjll � Clinton County
Commissionm5m31 Notary Public
My Commission Expires-')� 'u/ z)-D,)-3
21
1C 17503099.2
EXHIBIT E
TRUNK LINES OF UTILITIES
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Legend
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Water
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Scale 1"=250'
22
1C 17503099.2
SCHEDULE 2.05
DUE DILIGENCE MATERIAL
Ooeratina Information
1. Copies of real estate tax bills(including special assessments)for 2019, 2020, and 2021.
2. Any Appraisal of the Property held by Seller.
Other
(a) Seller's most current title policy, including exceptions thereto.
(b) Copy of any stormwater management agreement affecting the Property, and any correspondence
or other documentation relating thereto.
(c) Copy of any shared maintenance agreements affecting the Property, and any correspondence or
other documentation relating thereto.
(d) All documentation and information relating to the Levee District,as well as a calculation of
expected annual assessments from the Closing Date through the expiration of the Levee District
assessment.
(e) Existing certified survey and title survey completed by a registered surveyor, including a legal
description and copies of any title exceptions noted thereon, if any.
(f) All Right of Entry/Access documents, either recorded or unrecorded, if any.
(g) Any environmental or soil reports on property held by Seller, if any.
(h) Any soils boring reports or any other documentation or reports in Seller's possession on said land.
(i) Tax deferment agreements and related documents.
23
JC 17503099.2
COMMERCIAL AGENCY AND BROKERAGE
IKCRAR DISCLOSURE ADDENDUM
COMMERCIAL
SELLER/LANDLORD: City of Riverside, Missouri
BUYER/TENANT: HIDGFBR Associates, LLC
PROPERTY ADDRESS: Lot 4 of Doorlink, 15r Plat,Riverside, Platte County, Missouri 64150
Street Address City County State Zip
DATE OF CONTRACT: October 21, 2021
THE FOLLOWING DISCLOSURE IS MADE IN COMPLIANCE WITH MISCitySOURI AND KANSAS REAL ESTATE LAWS AND
RULES AND REGULATIONS. APPLICABLE SECTIONS BELOW MUST BE CHECKED, COMPLETED, SIGNED AND DATED FOR
BOTH SELLER AND BUYER
Seller/Landlord and Buyer/Tenant acknowledge that the real estate Licensee involved in this transaction may be acting as agents of the
Seller/Landlord, agents of the Buyer/Tenant, Transaction Brokers or(in Missouri only)Disclosed Dual Agents. LICENSEES ACTING AS
AN AGENT OF THE SELLER/LANDLORD HAVE A DUTY TO REPRESENT THE SELLER'S/LANDLORD'S INTEREST AND WILL
NOT BE THE AGENT OF THE BUYER/TENANT. INFORMATION GIVEN BY THE BUYER/TENANT TO A LICENSEE ACTING AS AN
AGENT OF THE SELLER/LANDLORD WILL BE DISCLOSED TO THE SELLER/LANDLORD. LICENSEES ACTING AS AN AGENT
OF THE BUYER/TENANT HAVE A DUTY TO REPRESENT THE BUYER'S/TENANT'S INTEREST AND WILL NOT BE AN AGENT OF
THE SELLER/LANDLORD. INFORMATION GIVEN BY THE SELLER/LANDLORD TO A LICENSEE ACTING AS AN AGENT OF THE
BUYER/TENANT WILL BE DISCLOSED TO THE BUYER/TENANT. LICENSEES ACTING IN THE CAPACITY OF A TRANSACTION
BROKER ARE NOT AGENTS FOR EITHER PARTY AND DO NOT ADVOCATE THE INTERESTS OF EITHER PARTY. LICENSEES
ACTING AS DISCLOSED DUAL AGENTS ARE ACTING AS AGENTS FOR BOTH THE SELLER/LANDLORD AND THE
BUYER/TENANT. (Note: A separate Dual Agency Disclosure Addendum is required). SELLER/LANDLORD AND BUYER/TENANT
HEREBY ACKNOWLEDGE THAT THE BROKERAGE RELATIONSHIPS WERE DISCLOSED TO THEM OR THEIR RESPECTIVE
AGENTS AND/OR TRANSACTION BROKERS NO LATER THAN THE FIRST SHOWING, UPON FIRST CONTACT, OR
IMMEDIATELY UPON THE OCCURRENCE OF ANY CHANGE TO THAT RELATIONSHIP.
Licensee Assisting Seller/Landlord is acting as: (Check applicable)
❑Seller's/Landlord's Agent
❑ Designated Seller's/Landlord's Agent(Supervising Broker acts as Transaction Broker)
❑Transaction Broker
❑ Disclosed Dual Agent(Missouri only-Disclosed Dual Agency Addendum is required)
® N/A-Seller(s)is not represented
❑Sub Agent
Licensee Assisting Buyer/Tenant is acting as: (Check applicable)
❑ Seller's/Landlord's Agent
❑ Buyer's/Tenant's Agent
❑ Designated Seller's/Landlord's Agent(Supervising Broker acts as Transaction Broker)
® Designated Buyer's/Tenant's Agent(Supervising Broker acts as Transaction Broker)
❑Transaction Broker
❑ Disclosed Dual Agent(Missouri only-Disclosed Dual Agency Addendum is required
❑ N/A, Buyer(s)is not represented
❑Sub Agent
PAYMENT OF COMMISSION: All licensees(s) indicated above will be paid a commission at closing of the sale of the property as
follows: (check applicable paragraph)
❑ Seller/Landlord to Pay all Licensees. All Licensees(s) will be paid from the Seller's funds at closing according to the
terms of the Listing or other Commission Agreement.
® Buyer/Tenant to Pay Buyer's Agent. Seller/Landlord's Licensee, if any, will be paid from the Seller's funds at closing
according to the terms of the Listing Agreement. Buyer/Tenant's Agent will be paid from the Buyer's funds according to the
terms of the Buyer/Tenant Agency Agreement.
CAREFULLY READ THE TERMS HEREOF BEFORE SIGNING. WHEN SIGNED BY ALL PARTIES, THIS DOCUMENT BECOMES
PART OF A LEGALLY BINDING CONTRACT. IF NOT UNDERSTOOD, CONSULT AN ATTORNEY BEFORE SIGNING. THE
PA TIES EXECUTING THIS CONTRACT REPRESENT AND WARRANT THAT THEY ARE LEGALLY AUTHORIZED TO DO SO.
r Licensees hereb ce 'fy t they are licensed to sell real estate in the state in which the Property is located.
, crabLeyv t_1• • ' - --)//-..), _,L,u.-al
HIDGFBR A so fates, LLC
5EL R/LANDLORD DATE BUYER/TENANT /� DATE
( / 10/21/21
SELLER/LANDLORD DATE BUYER/TENANT%_ ,, J ) DATE
;!Q.e.K /lJ J 10/21/21
LICENSEE ASSISTING SELLER/LANDLORD DATE LICENSEE ASSISTING BUYER/TENANT DATE
Approved by Legal Counsel of the Kansas City Regional Association of REALTORS®for exclusive use by its REALTOR®members.No warranty is made or implied as to the
legal validity or adequacy of this Contract,or that it complies in every respect with the law or that its use is appropriate for all situations.Local law,customs and practices,and
differing circumstances in each transaction may dictate that amendments to this Contract be made. Last revised 06/04.All previous versions of this document may no longer
be valid. Copyright January 2016