Loading...
HomeMy WebLinkAboutR-2021-119 Real Estate Sales Contract Purchase From Gary D. Brenner and Karen H. Brenner RESOLUTION NO. R-2021-119 A RESOLUTION APPROVING A REAL ESTATE SALES CONTRACT IN CONNECTION WITH THE PURCHASE FROM GARY D. BRENNER AND KAREN H. BRENNER BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: THAT the Real Estate Sales Contract between the City of Riverside, Missouri and Gary D. Brenner and Karen H. Brenner, in substantially the form as attached hereto and, is approved, that the Mayor is authorized to sign such contract on behalf of the City; and FURTHER THAT the Mayor, the City Administrator, and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Resolution and to carry out the terms and conditions of such Contract, 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. PASSED AND AJj0PTE by the Board of Aldermen of the City of Riverside, Missouri,the day of 6VQ0, 2021. 4 Ma or Kathleen L. Rose ATTEST: Robin 1{incaid,,_ ity Clerk REAL ESTATE SALES CONTRACT This Real Estate Sales Contract ("Contract") is made between Gary D. Brenner and Karen H. Brenner, husband and wife ("Seller") and the City of Riverside, Missouri, ( "Buyer"), and is effective as of the date last signed by the parties(the"Effective Date"). AGREEMENT 1. PROPERTY: Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the real estate legally described as: That part of the following described tract that lies Westerly of the Westerly right of way line of Homestead Road,as said road is dedicated and described in Book 201 at Page 7. Beginning 612.5 feet South and 316.5 feet East of the Northwest corner of the Northwest Quarter of the Northeast Quarter of Section 4, Township 50, Range 33, Riverside, Platte County,Missouri,thence East 320 feet,thence North 92.5 feet to a point, said point also being the Southwest corner of Lot 1, PLANTATION, a subdivision in Riverside, Platte County, Missouri, according to the recorded plat thereof, thence North 89°54'55" East along the South line of said Plantation, 98.2 feet,thence South 264 feet,thence West 418.2 feet,thence North 171.5 feet to the point of beginning,except any part thereof in public roads. EXCEPT that part described as follows: All that part of the Northeast Quarter of Section 4, Township 50, Range 33, Riverside, Platte County, Missouri, described as follows: Commencing at the Northwest corner of the Northeast Quarter of Section 4; thence South 00 degrees 00 minutes 00 seconds East along the West line of the Northeast Quarter of said Section 4,a distance of 612.50 feet;thence North 89 degrees 54 minutes 55 seconds East, a distance of 316.50 feet;thence South 00 degrees 00 minutes 00 seconds East,a distance of 91.82 feet to the Point of Beginning of the tract of land herein to be described; thence South 83 degrees 24 minutes 05 seconds East, a distance of 281.36 feet to the Westerly right-of-way line of Homestead Road; thence South 00 degrees 00 minutes 00 seconds East along said right-of-way line,a distance of 32.33 feet;thence continuing along said right-of-way line South 40 degrees 00 minutes 00 seconds East a distance of 19.13 feet; thence South 89 degrees 54 minutes 55 seconds West, a distance of 291.80 feet; thence North 00 degrees 00 minutes 00 seconds West,a distance of 79.68 feet to the Point of Beginning, subject to that part, if any, in streets, roadways, highways or other public rights-of- way, (the "Land"), together with all buildings and improvements thereon, including all mechanical systems, fixtures and equipment, heating, ventilating and air-conditioning equipment, electrical systems and lighting, plumbing equipment and fixtures, floor coverings, storm windows and doors, screens and awnings, and keys (collectively, the"Improvements"), all of which is more commonly known as Platte County Parcel No. 23-2.0-04-100-004-012.001. The Land and Improvements are collectively referred to as the"Property." 2. EXCEPTIONS: Title to the Property shall be subject only to the "Permitted Exceptions" (as defined in Paragraph 7), matters currently of record (except for liens of any deed(s) of trust or mechanic's liens created by Seller, which shall be released by Seller at Closing), those matters which an accurate inspection and survey of the Property would disclose, and applicable zoning ordinances and laws. 3. PURCHASE PRICE; EARNEST MONEY: The "Purchase Price" is twenty thousand dollars($20,000.00),which Buyer agrees to pay as follows: a. One thousand dollars ($1,000.00) at the signing of this Contract as "Earnest Money," to be deposited within 5 business days after the Effective Date, in the insured trust or escrow 12 account of Coffelt Land Title, Inc. ("Escrow Agent"), as part of the consideration of the sale; b. The balance to be paid in the following manner: Nineteen thousand dollars ($19,000.00), in guaranteed funds or cashier's check at "Closing", adjusted at Closing for pro-rations, closing costs and other expenses agreed to in writing by the parties. 4. CLOSING AND POSSESSION DATE(S): Subject to all the provisions of this Contract, the closing of this Contract(the "Closing") shall take place at the offices of Coffelt Land Title, Inc., 9574 N. McGee Street, Kansas City, Missouri 64155 on or before December 1, 2021 (the "Closing Date"). 5. EXISTING FINANCING: Seller shall make any payments required on existing mortgages or deeds of trust until Closing and shall pay the entire amount of any existing mortgages or deeds of trust on or prior to Closing; it being agreed that no such existing or future mortgage or deed of trust shall constitute a Permitted Exception for purposes of this Contract. 6. PRORATIONS: Seller shall pay all real estate taxes levied and assessed against the Property, and all installments of general and special assessments (if any) for the years prior to the calendar year of Closing, and all personal property and other taxes payable with respect to property other than real property and sold with the Property pursuant to this Contract. All such taxes and installments of general and special assessments becoming due and accruing during the calendar year of Closing shall be prorated between Seller and Buyer on a per diem basis as of Closing. If the amount of any tax or general and/or special assessment cannot be ascertained at Closing, pro-ration shall be computed on the amount for the preceding year's tax or general and/or special assessment. To the extent required by law, Buyer shall assume and pay all such taxes, if any, and installments of general and special assessments, if any, accruing after the Closing. 7. TITLE INSURANCE: a. Seller shall deliver and pay for an owner's ALTA title insurance policy to Buyer insuring marketable fee simple title in the amount of the total Purchase Price as of the time and date of recording of Seller's Warranty Deed (the "Deed"), subject only to the Permitted Exceptions. b. Seller shall furnish to Buyer a current commitment to issue the title policy (the "Title Commitment"),to be issued through Coffelt Land Title, Inc. (the"Title Company"). c. Buyer shall have fifteen (15) days ( "Title Review Period") in which to notify Seller in writing of any reasonable objections Buyer has regarding any matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title Commitment and to which Buyer does not object within the Title Review Period shall be deemed to be permitted exceptions to the status of Seller's title(the"Permitted Exceptions"). 12 d. With regard to items to which Buyer does object within the Title Review Period, Seller shall have ten(10)days after receipt of Buyer's written notice of objections to cure such objections ("Title Cure Period"). If Seller does not cure all such objections by the end of the Title Cure Period (which Seller shall have no obligation to do), then Buyer shall have the right to terminate this Contract at any time prior to Closing, unless Seller shall cure all such objections prior to the date of Buyer's termination notice. In the event Buyer does not elect to terminate this Contract as provided herein, then Buyer shall be deemed to have waived such uncured title objections and the same shall constitute Permitted Exceptions for purposes of this Contract. 8. INSPECTIONS: Seller hereby grants Buyer reasonable access to the Property (including, without limitation, the building and other improvements located thereon) for a period of fifteen (15) days after the Effective Date of this Contract(the "Inspection Period") for the purpose of inspecting the physical condition of the Property and all improvements thereon and conducting such tests, surveys, appraisals and similar inspections as Buyer deems advisable in its sole and absolute discretion. Buyer's inspection rights shall include performing soil tests, environmental tests or audits, foundation and mechanical inspections and such other inspections or surveys as Buyer may reasonably deem appropriate. Buyer agrees to repair any damage to the Property arising from these inspections. Buyer's obligations imposed by this paragraph shall survive termination of this Contract. Buyer agrees to provide Seller with a copy of any written reports resulting from such inspections within ten(10)days of the completion of said inspections. If any deficiencies or otherwise objectionable conditions are identified during the inspection by Buyer, then Buyer shall have the right to terminate this Contract by giving Seller written notice of such election prior to the expiration of the Review Period, unless Buyer waives the objections. Buyer shall be deemed to be thoroughly acquainted and satisfied with the physical condition of the Property,other than as set forth in the Paragraph 13 of this Contract. 9. RESERVED: . 10. REPRESENTATIONS: Buyer acknowledges that neither Seller nor any party on Seller's behalf has made, nor do they hereby make, any representations as to the past, present or future condition, income, expenses, operation or any other matter or thing affecting or relating to the Property,except as expressly set forth in this Contract. Buyer expressly acknowledges and agrees that the Property is being purchased "AS IS", "WHERE IS" and "WITH ALL FAULTS", latent and patent. Buyer expressly acknowledges that, except as expressly set forth in this Contract, (i) Buyer is not authorized to rely, has not relied, and will not rely on any representation, statement or warranty of Seller, or of any representative or broker of Seller, and(ii) Seller has not agreed to perform any work on or about the Property as a condition to Buyer's purchase of the Property hereunder. 11. REAL ESTATE BROKER: Seller and Buyer each hereby represent and agree that neither party has retained any real estate broker(s) in connection with this Contract or the transaction contemplated hereunder. Any party to this Contract through whom a claim to any broker's, finder's or other fee is made, contrary to the representations made above in this paragraph, shall indemnify, defend and hold harmless the other party to this Contract from any other loss, 12 liability, damage, cost or expense, including without limitation,reasonable attorney's fees, court costs and other legal expenses paid or incurred by the other party, that is in any way related to such a claim. The provisions of this paragraph shall survive Closing or termination of this Contract. 12. DELIVERY OF DEED; PAYMENT; DISBURSEMENT OF PROCEEDS: At or before Closing, Seller agrees to properly execute and deliver into escrow the Deed, and all other documents and funds necessary to complete the Closing. The Deed shall convey to Buyer marketable fee simple title to the Property, free and clear of all liens and encumbrances, other than the Permitted Exceptions, matters currently of record (except for liens of any deed(s) of trust or mechanic's liens created by Seller, which shall be released by Seller at Closing). At or before the Closing, Buyer agrees to deliver into escrow a cashier's check or guaranteed funds sufficient to satisfy its respective obligations under this Contract. Seller understands that,except as otherwise provided herein, disbursement of proceeds will not be made until after the Deed or the instrument of conveyance, and, if applicable,the mortgage/deed of trust have been recorded and the Title Company can issue the title policy with only the Permitted Exceptions. 13. UTILITIES/MAINTENANCE/CASUALTY LOSS: Seller agrees to maintain or cause to be maintained liability and casualty insurance to fully insure the Property until Closing. Seller agrees to leave all utilities on until the date of possession unless otherwise agreed. Seller shall maintain the Property in its present condition through the Possession Date. Unless otherwise agreed in writing, Seller shall remove all possessions (including household appliances (but excluding HVAC and hot water heater)and"shop"equipment),trash and debris from, and clean the Property, upon vacating or prior to delivery of Possession. Seller agrees to perform ordinary and necessary maintenance, upkeep and repair to the Property and to keep the improvements on the Property fully insured until delivery of Seller's deed to Buyer. If before delivery of the deed to Buyer, improvements on the Property are damaged or destroyed by fire or other causes including those that could be covered by what is known as fire and extended coverage insurance, then the Seller shall notify the Buyer in writing within 48 hours of such damage. The parties agree that the risk of that damage or destruction shall be borne by the Seller, and Seller shall be responsible for fully and completely repairing or replacing the damage done to the Property. 14. FOREIGN INVESTMENT: Seller represents that Seller is not a foreign person as described in the Foreign Investment in Real Property Tax Act and agrees to deliver a certificate at Closing to that effect which shall contain Seller's tax identification number. 15. TERMINATION: If this Contract is terminated by either party pursuant to a right expressly given in this Contract, Buyer shall be entitled to an immediate return of the Earnest Money (whether in the possession of the Escrow Agent or Seller), and neither party shall have any further rights or obligations under this Contract, except as otherwise expressly stated in this Contract. 16. DEFAULT AND REMEDIES: Seller or Buyer shall be in default under this Contract if either fails to comply with any material covenant, agreement or obligation within any time limits required by this Contract and such failure continues for more than 10 days after the 12 defaulting party's receipt of written notice thereof from the non-defaulting party. Following a default by either Seller or Buyer under this Contract, the other party shall have the following remedies, subject to the provisions of the Paragraph 17 in this Contract: a. If Seller defaults, Buyer may (i) specifically enforce this Contract and recover damages suffered by Buyer as a result of the delay in the acquisition of the Property; or (ii) terminate this Contract by written notice to Seller and, at Buyer's option, pursue any remedy and damages available at law or in equity. If Buyer elects to terminate this Contract, the Earnest Money Deposit shall be returned to Buyer upon written demand. b. If Buyer defaults, Seller may (as its sole and exclusive remedy in connection with any default by Buyer under this Contract)terminate this Contract by written notice to Buyer and retain the Earnest Money as liquidated damages (the parties recognizing that it would be extremely difficult to ascertain the extent of actual damages caused by Buyer's breach, and that the Earnest Money Deposit represents a fair approximation of such actual damages as the parties can now determine). If, as a result of a default under this Contract, either Seller or Buyer employs an attorney to enforce its rights, the defaulting party shall, unless prohibited by law, reimburse the non- defaulting party for all reasonable attorneys' fees, court costs and other legal expenses incurred by the non-defaulting party in connection with the default. 17. DISPOSITION OF EARNEST MONEY DEPOSIT AND OTHER FUNDS AND DOCUMENTS: The Escrow Agent shall not distribute the Earnest Money Deposit or other escrowed funds or documents, once deposited, notwithstanding any other terms of this Contract providing for forfeiture or refund of the Earnest Money Deposit, without the written consent of all parties to this Contract. A parry's signature on a closing statement prepared by the Escrow or Closing Agent shall constitute such consent. In the absence of either written consent or written notice of a dispute, failure by either Buyer or Seller to respond in writing to a notice from the Escrow Agent within ten (10) days of receipt, or failure by either Buyer or Seller to make written demand upon the other party and upon the Escrow Agent for return or forfeiture of the Earnest Money Deposit,other escrowed funds or documents within ten(10) days after receiving written notice of cancellation of this Contract, shall constitute consent to the distribution of all funds and documents deposited with the Escrow Agent as suggested in any such notice or written demand (subject, in any event, to the express provisions of this Contract). If a dispute arises over the disposition of funds or documents deposited with the Escrow Agent that results in litigation, any attorney's fees, court costs and other legal expenses incurred by the Escrow Agent in connection with such dispute shall be paid by the non-prevailing party as between Buyer and Seller, and if none,then shall be borne equally by Buyer and Seller. 18. ENTIRE AGREEMENT AND MANNER OF MODIFICATION: This Contract, and any attachments or addenda hereto, constitute the complete agreement of the parties concerning the Property, supersede all other agreements and may be modified only by initialing changes in this Contract or by written agreement. 12 19. NOTICES: All notices, consents, approvals, requests, waivers, objections or other communications (collectively "notices") required under this Contract shall be in writing and shall be served by hand delivery, by prepaid U.S. Postal Service certified mail, return receipt requested, or by reputable overnight delivery service guaranteeing next-day delivery and providing a receipt. Notices shall be deemed served and received upon the earlier of the third day following the date of mailing (in the case of notices mailed by certified mail) or upon delivery (in all other cases). A parry's failure or refusal to accept service of a notice shall constitute delivery of the notice. All notices shall be addressed to the parties at the respective addresses as set forth below,except that any party may,by notice in the manner provided above, change this address for all subsequent notices: Seller's Notice Address: Gary D. and Karen H. Brenner 8000 N Serene Kansas City, MO 64152 Buyer's Notice Address: City of Riverside Attn: City Clerk 2950 N.W. Vivion Road Riverside, Missouri 64150 20. DEADLINE FOR ACCEPTANCE: Buyer's offer to purchase the Property from Seller shall expire if Seller has not accepted this Contract by signing and delivering a fully executed copy to Buyer, on or before the earlier of (i) 3:00 p.m., November 8, 2021, or (ii) Buyer delivering written notice to Seller that Buyer's offer to enter into this Contract is withdrawn. 21. TIME AND EXACT PERFORMANCE ARE OF THE ESSENCE UNDER THIS CONTRACT. 22. SELLER'S WARRANTIES AND REPRESENTATIONS: Seller does hereby warrant and represent to Buyer that: (i) Seller has not engaged in, and to the current actual knowledge of Seller, without inquiry, Seller has not, prior to the Closing Date, received written notice from any governmental authority of, any violation of law, ordinance, or regulation affecting any portion of the Property, and(ii) Seller is not and has never been a"foreign person,"as that term is used in Section 1445 of the Internal Revenue Code of 1986,as amended. 23. RESERVED. 24. RESERVED. 12 25. CONDITIONS TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligations under this Agreement are subject to the fulfillment by Seller, or written waiver by Buyer, on or prior to the Closing Date,of the following conditions: A. Representations and Warranties. The representations and warranties of Seller contained in this Agreement will in all material respects be true and correct as of the Closing Date as if made on and as of the Closing Date, and Seller has performed all obligations and undertakings, and complied in all material respects with all covenants and conditions contained in this Agreement which are to be performed or complied with by Seller on or prior to the Closing Date. B. Seller's Authority. All actions required by law to have been taken by Seller for the execution, delivery, and performance of this Agreement will have been taken. C. No Adverse Changes. Subsequent to the date of this Agreement there will have been no material adverse changes to the Property. D. No Litigation. No governmental body or person will have notified Seller or Buyer in writing of an intention to institute any suit, proceeding, or investigation and no such suit, proceeding or investigation will be pending which may reasonably be expected to restrain, prevent, or delay the completion of the transactions anticipated under this Agreement. E. No Order or Decree. No order or decree of any court or governmental body will be in force (including, without limitation, any injunction or temporary restraining order granted under a complaint filed under federal or state laws), and no complaint of a governmental body will be pending for the purpose of restraining, or enjoining the completion of the transactions anticipated under this Agreement. F. Satisfactory Results of Due Diligence. Buyer has determined that the condition of title to the Property and the results of all tests, inspections, and examinations on the Property are satisfactory to Buyer in its sole and absolute discretion in accordance with the provisions of this Contract. G. Approval of Documents. The form and substance of any certificates, instruments, and other documents delivered to, or signed by, Buyer under this Agreement will be satisfactory in all reasonable respects to Buyer and its counsel. H. Removal of Personal Property. All personal property of the Seller and any third parties is removed from the Property. [Remainder of Page Intentionally Left Blank] 12 CAREFULLY READ THE TERMS HEREOF BEFORE SIGNING. WHEN SIGNED BY ALL PARTIES,THIS DOCUMENT BECOMES PART OF A LEGALLY BINDING CONTRACT. IF NOT UNDERSTOOD, CONSULT AN ATTORNEY BEFORE SIGNING. THE PARTIES EXECUTING THIS CONTRACT REPRESENT AND WARRANT THAT THEY ARE LEGALLY AUTHORIZED TO EXECUTE THIS CONTRACT. BUYER: CITY OF RIVERSIDE, MISSOURI By: Name: Kathleen L. Rose Title: Mayor Dated: �6 0� ATTEST: Robin Kincaid,City Clerk CO CITY PURCHASING AGENT: By: 1 Brian E Koral, Cit Administr Dated: 12 SELLER: By: Gary D. Brenner Date: By: Karen H. Brenner Date: 12