HomeMy WebLinkAbout1823 First Amendment to Purchase and Sale Agreement with HIDGFBR Associates, LLC - Extend Investigative Review Period BILL NO. 2021-067 ORDINANCE NO. /8c-3
AN ORDINANCE AUTHORIZING A FIRST AMENDMENT TO THE PURCHASE AND SALE
AGREEMENT ENTERED INTO WITH HIDGFBR ASSOCIATES, LLC IN ORDER TO EXTEND
THE INVESTIGATIVE REVIEW PERIOD
WHEREAS, by and through Ordinance No. 1807 passed and approved by a majority of
the Board of Aldermen and approved by the Mayor of the City of Riverside, Missouri ("City") on
the 19th day of October, 2021, the Board authorized the City to enter into an Agreement of
Purchase and Sale ("Agreement") with HIDGFBR Associates, LLC, a Missouri limited liability
company ("HIDGFBR"), related to the purchase and sale of approximately twenty (20) acres of
land located in the City of Riverside, Missouri (the `Property"); and
WHEREAS, the Agreement was executed by the City and by HIDGFBR; and
WHEREAS, subsequent to the execution of the Agreement, HIDGFBR hired an certain
consulting firms to perform a site assessment of the Property; and
WHEREAS, GSBR has notified the City that additional approvals from the United States
Army Corps of Engineers, the Levee District and the City may be necessary on the Property is
necessary; and
WHEREAS, HIDGFBR and the City desire to amend the Agreement pursuant to the First
Amendment attached hereto as Exhibit A and incorporated herein (the "Amendment") to provide
for the extension of the Investigative Review Period to March 21, 2022; and
WHEREAS, the Board of Aldermen find it to be in the best interests of the City in order to
further the objectives of industrial and economic development of the City, and the terms and
conditions of the Agreement, as well as in furtherance of the objective to protect the health, safety,
and welfare of the businesses and citizens of the City, to enter into and deliver the First
Amendment as set forth herein and extend the Investigative Review Period to March 21, 2022.
NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY
OF RIVERSIDE, MISSOURI, AS FOLLOWS:
Section 1. FIRST AMENDMENT APPROVED. In order to further the objectives of
industrial and economic development of the City, and the terms and conditions of the Agreement,
as well as in furtherance of the objective to protect the health, safety, and welfare of the
businesses and citizens of the City, the First Amendment to extend the Investigative Review
Period to March 21, 2022, attached hereto as Exhibit A, and incorporated herein, is hereby
approved.
Section 2. AUTHORITY GRANTED. The City hereby authorizes the Mayor of the City
to execute and deliver the First Amendment, consistent with the terms of this Ordinance and
Missouri law, and hereby authorizes the Mayor, the City Administrator, Special Counsel to the
City and other appropriate City officials 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 21 n day of December 2021.
L
0-4/1-"),efiok}
Ka leen L. Rose, Mayor
ATT
Robin Kincaid ity Clerk
d as to form:
�Sp er Fane LLP
Specia unsel to the City
,Joe B ar
2
JC 17505442 1
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 21st day of December 2021. ,
Ka leen L. Rose, Mayor
ATT
Robin Kincaid City Clerk
Approved as to form:
Spencer Fane LLP
Special Counsel to the City
by Joe Bednar
2
JC 17505442.1
EXHIBIT A
FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
3
Jc 17,u;44 I
FIRST AMENDMENT
TO
AGREEMENT OF PURCHASE AND SALE
This First Amendment to Agreement of Purchase and Sale (this "First Amendment") is
made as of the date of the last party to sign and deliver this First Amendment to the other party
(the "date of this First Amendment") between 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"),under the following circumstances:
RECITALS
A. Seller and Purchaser entered into that certain Agreement of Purchase and Sale
effective as of October 21, 2021 (the "Agreement") in connection with the purchase and sale of
that certain land consisting of approximately 874,249 square feet+/-,which is generally known as
Lot 4 of DoorLink, 1st Plat, a subdivision in the City of Riverside, Platte County, Missouri, and
as more particularly described in the Agreement(the"Property" and the "Development Site");
B. In conjunction with the Development Site, Purchaser will need to perform work
within the Levee District (as defined in Section 4.05(c) of the Agreement), including but not
limited to construction relating to adding fill, storm water structures and piping, light pole bases,
and the footing for the west wall of the proposed building, which will require Levee District
Approvals (as hereinafter defined); and
C. Seller and Purchaser now desire to enter into an amendment with respect to the
Property as this First Amendment.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Seller and Purchaser hereby agree that Section 2.06 of the
Agreement is amended as follows:
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 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 engineering studies, environmental assessments or audits, analytical
tests, feasibility studies and construction cost projections. However, 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 March 21, 2022, 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 for the purpose of
obtaining Levee District approvals from the US Army Corps of Engineers and the City,and
all other due diligence matters and approvals related to the Levee District ("Levee District
Page 1 of 3
Approvals"). All other due diligence items unrelated to the Levee District Approvals shall
expire on the original expiration of the Title Review Period and Investigation Review Period
(December 20,2021),unless specifically stated otherwise in the Agreement. 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.
1. Amendment Controls. In the event that the terms of this First Amendment and the
Agreement are held to be inconsistent,the terms of this First Amendment shall control.
2. Counterparts. The parties agree that this First Amendment may be executed and
delivered by originally signed counterpart, or by copy of originally signed counterpart sent by
facsimile machine or email attachment to the other party and the parties intend that a copy of the
signed First Amendment containing either the original and/or copies of the signature of all parties
shall constitute a binding First Amendment.
IN WITNESS WHEREOF, the Parties have executed this First Amendment to Agreement
of Purchase and Sale under seal as of the date of this First Amendment.
SELLER:
The City of Riverside,Missouri,
a Missouri municipal corporation
By: (112 . ` ,• 1 /
at leen L. Rose, Mayor
Date:E CL in 6LaU,1D-2-I
Page 2 of 3
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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: «-al aoJ-I
Page 3 of 3
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