HomeMy WebLinkAbout1979 Authorizing and Approving the Sale of Certain Real Property by the City of Riverside, Missouri to Quality Plumbing Inc BILL NO. 2024-007 ORDINANCE NO. / ,t
AN ORDINANCE AUTHORIZING AND APPROVING THE SALE OF CERTAIN REAL
PROPERTY BY THE CITY OF RIVERSIDE, MISSOURI TO QUALITY PLUMBING INC., AND
AUTHORIZING OTHER DOCUMENTS AND ACTIONS RELATED THERETO
WHEREAS, the City of Riverside, Missouri (the "City") owns certain real property, commonly
known as Lot 5 of 40 West at Horizons ("Lot 5 of 40 West"), and further described on Exhibit A
attached hereto and incorporated herein by this reference (the "Property"); and
WHEREAS, Quality Plumbing, Inc, a Missouri corporation, duly organized and validly existing
and in good standing under the laws of the State of Missouri ("Buyer"), desires to purchase that
certain parcel of property to develop and use such parcel for 30,000 square foot industrial building
of similar construction to other approved buildings within 40 West at Horizons and in accordance
with Section B of the PD Regulations and having an overall appearance and construction will be
similar to the former Frito Lay facility at 4302 NW Mattox Road (the "Proposal)"; and
WHEREAS, the City desires to sell the Property to the Buyer, and the Buyer desires to purchase
the Property from the City, all upon the terms and conditions in substantially the form of Purchase
and Sale Agreement attached hereto and incorporated herein as Exhibit B (the "Agreement"), for
the price of Two Hundred Eighty-Five Thousand, Eight Hundred Thirty-One and 00/100 Dollars
($285,831.00) (the "Sale Price"); and
WHEREAS, the Board of Aldermen find that the Proposal submitted by Buyer fulfills a public
purpose and will further the growth of the City, facilitate the development of Riverside, improve
the environment of the City, increase the assessed valuation of the real estate situated within the
City, increase the sales tax revenues realized by the City, foster increased economic activity
within the City, increase employment opportunities within the City, enable the City to direct the
development of the Property, 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 the
Property pursuant to this Purchase and Sale Agreement, and its transfer by Special Warranty
Deed in substantially the same form as Exhibit C attached hereto and incorporated herein, 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 5 of 40 WEST TO QUALITY PLUMBING INC. 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
an agreement to sell Lot 5 of 40 West to Quality Plumbing, Inc, a Missouri corporation, duly
organized and validly existing and in good standing under the laws of the State of Missouri
("Buyer"), for the Sale Price of Two Hundred Eighty-Five Thousand, Eight Hundred Thirty-One
and 00/100 Dollars ($285,831.00) (the "Sale Price"), and on the other terms and conditions
contained in the Purchase and Sale Agreement in substantially the form as attached hereto as
Exhibit B ("Agreement"). Sale of the Property to the Buyer for the Sale Price and on
substantially the same terms and conditions as contained in the Agreement, and its transfer by
Special Warranty Deed (the "Deed"), in substantially the same form as Exhibit C, attached hereto
and incorporated herein, to the Buyer, is hereby approved.
SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the
Agreement in substantially the same 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 6th day of February, 2024.
Kathleen L. Rose, Mayor
ATTEST"
Robin Kincaid, Ci Clerk
Approved as to form:
Sp r Fane LLP,
Sp Counsel to the City
by Joe Bednar
EXHIBIT A
LEGAL DESCRIPTION
LOT 5, 40 WEST AT HORIZONS, A REPLAT OF TRACT "A", REPLAT OF DOORLINK,
1ST PLAT, IN THE CITY OF RIVERSIDE, PLATTE COUNTY, MISSOURI.
EXHIBIT A
Property Legal Description [to be confirmed by title]
LOT 5, 40 WEST AT HORIZONS, A REPLAT OF TRACT"A", REPLAT OF DOORLINK, 1ST PLAT, IN
THE CITY OF RIVERSIDE, PLATTE COUNTY, MISSOURI.
EXHIBIT B
PURCHASE AND SALE AGREEMENT
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the Effective Date
(hereinafter defined), by and between THE CITY OF RIVERSIDE, MISSOURI, a fourth-class city and
political subdivision duly organized and existing under the laws of the state of Missouri ("City"or"Seller"), and
Quality Plumbing, Inc, a Missouri corporation, duly organized and validly existing and in good standing under
the laws of the State of Missouri ("Buyer") (collectively the"Parties").
RECITALS:
A. Seller is the fee owner of certain real property situated in Riverside, Platte County, Missouri,
commonly known as Lot 5 of the 40 West at Horizons subdivision, Riverside, MO, and further described on
Exhibit A attached hereto and incorporated herein by this reference(the"Property").
B. Buyer desires to purchase, and the City Staff("Staff') recommends the sale to Buyer, and the
Board of Aldermen of the City pursuant to Ordinance No. , having determined this Agreement will
fulfill a public purpose, 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
TIF tax revenues realized by the City, foster increased economic activity within the City, increase employment
opportunities within the City, and otherwise be in the best interests of the City by furthering the health, safety,
and welfare of its residents and taxpayers, has authorized this sale of the Property pursuant to this Agreement
upon and subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Seller
and Buyer hereby agree as follows:
1. Sale of the Property. Seller agrees to sell to Buyer,and Buyer agrees to purchase from Seller, all
of Seller's right, title and interest in and to the Property, upon and subject to the terms and conditions hereinafter
set forth.
2. Purchase Price. Buyer shall pay to Seller, as consideration for the purchase of the Property, the
sum("Purchase Price") of Two Hundred Eighty-Five Thousand, Eight Hundred Thirty-One and 00/100 Dollars
($285,831.00) (95,277 square feet at$3.00/square foot). The Purchase Price shall be payable as follows:
(a) Within three (3) days after the Effective Date, and in order to secure the performance of Buyer
under the terms and provisions of this Agreement, Buyer shall deposit the sum of Fifty Thousand
and 00/100 Dollars ($50,000.00) with Coffelt Land Title, Inc., 401 Lexington, Harrisonville, MO
64701, Attention: L. Kent Shelman, Phone (816) 581-2221 (the "Title Company"), pursuant to
Title Company's usual form of escrow agreement, if any, with special provisions as may be
required to conform to this Agreement, which sum, together with any interest thereon less any
investment fees related thereto, is sometimes hereinafter collectively referred to as the "Earnest
Money", all or a portion of which shall be credited against the Purchase Price at Closing (as
defined herein).
(b) The balance of the Purchase Price, plus or minus prorations and other adjustments as set forth
herein, if any, shall be due at Closing (hereinafter defined) and shall be paid by wire transfer of
immediately available funds.
(c) "AS-IS". AS A MATERIAL PART OF THE CONSIDERATION FOR THE TRANSACTION
CONTEMPLATED UNDER THIS AGREEMENT, BUYER AND SELLER EXPRESSLY
STIPULATE AND AGREE THAT BUYER SHALL ACCEPT THE PROPERTY "AS IS
WHERE-IS" AND "WITH ALL FAULTS," EXCEPT TO THE EXTENT SELLER HAS
OTHERWISE MADE AN EXPRESS REPRESENTATION, WARRANTY OR COVENANT
HEREIN, AND BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH HEREIN, SELLER MAKES AND HAS MADE NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO
THE CONDITION OF THE PROPERTY, THE FITNESS OF THE PROPERTY FOR ANY
INTENDED USE OR PURPOSE, THE WORKMANSHIP OR MATERIALS USED IN THE
IMPROVEMENTS ON THE PROPERTY,IF ANY,OR THE PRESENT OR FUTURE INCOME
THAT MAY BE GENERATED FROM THE PROPERTY, EXCEPT TO THE EXTENT
SELLER HAS OTHERWISE MADE AN EXPRESS REPRESENTATION, WARRANTY OR
COVENANT HEREIN AND OTHER THAN WITH RESPECT TO THE WARRANTY OF
TITLE SELLER AGREES TO DELIVER IN THE DEED REQUIRED UNDER THE
PROVISIONS OF THIS AGREEMENT. NOTWITHSTANDING ANY OF THE FOREGOING
TO THE CONTRARY IN THIS SECTION 2(c), BUYER DOES NOT WAIVE ITS RIGHTS, IF
ANY, TO RECOVER FROM, OR RELEASE OR DISCHARGE OR COVENANT NOT TO
BRING ANY ACTION AGAINST SELLER (I) FOR ANY ACT BY SELLER THAT
CONSTITUTES FRAUD OR FRAUDULENT CONCEALMENT, (II) FOR SELLER'S
BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES EXPRESSLY SET
FORTH IN THIS AGREEMENT, SUBJECT TO THE LIMITATIONS AND CONDITIONS
PROVIDED IN THIS AGREEMENT OR OTHERWISE BY LAW, OR (III) FOR SELLER'S
EXPRESS OBLIGATIONS UNDER THIS AGREEMENT. THE PROVISIONS OF THIS
SECTION 2(c) SHALL SURVIVE THE CLOSING AND DELIVERY OF THE DEED TO
BUYER.
3. Conditions Precedent to Closing. Buyer shall have ninety (90) days from the date in which
Buyer is in receipt of the Property Information, as defined below, to determine whether the Property is suitable
for Buyer's intended use (the "Due Diligence Period"). Buyer's obligation to consummate the transaction
contemplated by this Agreement shall be subject to Buyer's satisfaction or waiver, in Buyer's sole discretion, of
all of the matters in Sections 3(a)and 3(b)(the"Due Diligence Items")affecting or related to the Property,on or
before the date ninety (90) days after the date by which Buyer is in receipt of the Property Information, defined
below (the "Due Diligence Expiration Date"). Buyer shall be granted one (1) thirty (30) day Due Diligence
Period extension if additional time is needed for Buyer to complete its investigations of the Property,upon deposit
of an additional earnest money deposit of Fifteen Thousand and No/100 Dollars ($15,000.00) (the "Extension
Deposit"). The Earnest Money and the Extension Deposit(if any)will be fully refundable until 11:59PM,central
daylight time, of the Due Diligence Expiration Date or extended Due Diligence Expiration Date as the case may
be. Except as set forth below,Seller shall deliver the Property Information to Buyer no later than ten(10)business
days after the Effective Date. "Property Information" shall mean any existing title, survey, and environmental
reports in Seller's possession,as well as any leases,declarations,or restrictive covenants/documents affecting the
Property, if any and any other information relating specifically to the Property that may be in the Seller's
possession.
(a) Title/Survey. Within fifteen (15) days after the Effective Date, Seller shall furnish to Buyer, at
Seller's expense, a current title commitment ("Commitment") for an owner's title insurance
policy (with copies of all underlying title documents listed in the Commitment other than any
financing documents encumbering the Property) issued by the Title Company. So long as Buyer
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secures the Survey (defined below), Title Company's deletion of standard pre-printed survey-
related exceptions in Schedule B-II of the Commitment shall be a condition to Buyer's obligation
to close hereunder. Within thirty (30) days after the Effective Date, Buyer may obtain a new or
updated survey ("Survey") for the Property, at Buyer's expense,prepared in accordance with the
Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,as revised in 2021,
and certified to Buyer, Buyer's lender (if any), Seller and the Title Company. The Survey shall
include items 1, 2, 3, 4, 6(a), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 16, 17, 18, and 19 on Table A
thereof. Buyer shall also provide a copy of the Survey to Seller. If the Survey discloses survey
defects or if the Commitment shows exceptions that are objectionable to Buyer ("Objections to
Title/Survey"), then Buyer shall notify Seller, in writing, on or before the Due Diligence
Expiration Date("Title Notice Date").
If Buyer timely notifies Seller of any Objections to Title/Survey on or before the Title Notice Date,
Seller shall have the right to notify Buyer in writing ("Seller's Response") within seven (7)
business days following Seller's receipt of Buyer's Objections to Title/Survey("Seller's Response
Period")that: (i) Seller will cure the Objections to Title/Survey at or prior to Closing,or(ii) Seller
will not cure any or certain specified Objections to Title/Survey. Seller must cure or satisfy all
Schedule B-1 requirements. Except as may be specifically provided in this Section 3, Seller shall
be under no obligation to cure any Objections to Title/Survey.
In the event Seller fails to provide Seller's Response to Buyer during Seller's Response Period or,
upon timely providing Seller's Response, Seller indicates that Seller is unable or unwilling to cure
or otherwise satisfy all of Buyer's Objections to Title at or prior to Closing, Buyer shall have the
right to notify Seller within seven (7) days following the expiration of Seller's Response Period
("Buyer's Title Response Period"), that Buyer ("Buyer's Response"): (1) accepts title to the
Property notwithstanding the Objections to Title/Survey in which event the pending Objections to
Title/Survey shall be deemed to be Permitted Encumbrances, or (2) elects to terminate this
Agreement, in which event the entire amount of all Earnest Money and Extension Deposit, if any,
shall be delivered to Buyer and thereupon neither party shall have any further rights or obligations
to the other hereunder, subject to any obligations which expressly survive termination of this
Agreement. In the event that either the Title Commitment or Survey is updated, Buyer shall have
seven(7)business days after the receipt of any updates to object to any new matters.
Matters disclosed by the Commitment or the Survey prior to the Due Diligence Expiration Date
which are not objected to by Buyer in a timely manner or which are objected to but which are
waived by Buyer shall constitute "Permitted Encumbrances" (as shall any overlaps,
encroachments and boundary line disputes which would be revealed by an accurate ALTA/NSPS
survey. Failure of Buyer to notify Seller in writing of any objectionable title or survey matter
within the time periods prescribed herein shall constitute an election by Buyer's election to take
title to the Property subject to such title and survey matters as are disclosed by the Commitment
and the Survey.
If prior to the Due Diligence Expiration Date,Buyer determines that one or more Due Diligence Items are
unacceptable to Buyer or that the Property is not suitable for Buyer's intended use thereof,then Buyer may,in its
sole and absolute discretion, terminate this Agreement by giving written notice of termination to Seller on or
before the Due Diligence Expiration Date, whereupon the Earnest Money and Extension Deposit, if any, will be
promptly returned to Buyer, this Agreement shall terminate and neither party shall have any further obligation to
each other except for those matters which survive termination of this Agreement. In addition, Seller agrees that
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upon timely receipt of termination of this Agreement by Buyer hereunder Seller shall execute a Cancelation
Agreement directing the Title Company to immediately release the Earnest Money to Buyer. If Buyer does not
give such notice of termination on or before the Due Diligence Expiration Date, Buyer shall be deemed to have
waived its right to terminate this Agreement pursuant to this Section, and the Agreement shall remain in full force
and effect.
4. Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows:
(a) Title to Property. Seller is the sole owner of the Property and has good and marketable fee simple
title to the Property, subject to only existing zoning ordinances, and liens, easements and
restrictions of record.
(b) No New Encumbrances or Leases. Unless Seller has obtained Buyer's prior written approval,
Seller will not lease or otherwise encumber the Property following the Effective Date hereof unless
this Agreement is terminated prior to Closing.
(c) Authority. Seller is fourth-class city and political subdivision duly organized and existing under
the laws of the State of Missouri; Seller has the requisite power and authority to enter into and
perform this Agreement and Seller's Closing Documents(as herein defined);such documents have
been or will be duly authorized by all necessary action on the part of Seller and have been or will
be duly executed and delivered.
5. Representations and Warranties by Buyer.
(a) Buyer's Authority. Buyer represents and warrants to Seller that Buyer is a corporation, duly
organized and validly existing and in good standing under the laws of the State of Missouri; that
Buyer has the requisite power and authority to enter into this Agreement and the Buyer's Closing
Deliveries (as herein defined); such documents have been duly authorized by all necessary action
on the part of Buyer and have been or will be duly executed and delivered; that the execution,
delivery and performance by Buyer of such documents will not conflict with or result in violation
of Buyer's organizational documents, or any judgment, order or decree of any court or arbiter to
which Buyer is a party; such documents are valid and binding obligations of Buyer, and are
enforceable against Buyer in accordance with their terms.
(b) No Pending Proceedings. Buyer has no knowledge that there is any action, suit, proceeding or
claim affecting Buyer or relating to the authority of Buyer to purchase the Property; and
(c) Office of Foreign Assets Control Issues.
(i) Buyer represents and warrants that Buyer and each person or entity owning an interest in
Buyer:
A. is not currently identified on Executive Order 13224 issued on September 24,2001
("EO 13224"); the United States Treasury Department's Office of Foreign Assets
Control ("OFAC") most current list of"Specifically Designated National and
Blocked Persons" (which list may be published from time to time in various
mediums including, but not limited to, the OFAC website,
http:www.treas.gov/ofac/tllsdn.pdf) (the"Lists"); and
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B. 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.
(ii) none of the funds or other assets of Buyer constitute property of,or are beneficially owned,
directly or indirectly, by any Buyer Embargoed Person(as hereinafter defined),
A. no Buyer Embargoed Person has any interest of any nature whatsoever in Buyer
(whether directly or indirectly),
B. Buyer has implemented procedures, and will consistently apply those procedures,
to ensure the foregoing representations and warranties remain true and correct at all
times. The term "Buyer 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 Buyer is prohibited by law or Buyer is in violation of law.
(iii) Buyer also shall require, and shall take reasonable measures to ensure compliance with the
requirement,that no person who owns any other direct interest in Buyer is or shall be listed
on any of the Lists or is or shall be a Buyer Embargoed Person. This Section shall not
apply to any person to the extent that such person's interest in the Buyer is through a U.S.
publicly traded entity.
6. Closing
(a) Closing Date. The closing of the purchase and sale contemplated by this Agreement (the
"Closing") shall occur on or before the date which is thirty(30)days following the Due Diligence
Expiration Date,as it may be extended("Closing Date"),subject to delays occasioned by operation
of Section 6(b)(iii) below. Closing shall occur at the office of the Title Company (as described
above), or at such other time and place as the parties may mutually agree.
(b) Buyer's Closing Conditions Precedent. Buyer's obligation to consummate the transaction
contemplated by this Agreement shall be subject to satisfaction or waiver of each of the following
conditions("Buyer's Closing Conditions Precedent")on or before Closing,but Buyer shall have
the unilateral right to waive any Buyer's Closing Condition Precedent, in whole or in part, by
written notice to Seller:
(i) The representations and warranties of Seller set forth in Article 4 hereof shall be, in all
material respects, true and complete.
(ii) Seller shall have performed all of the obligations required to be performed by Seller under
this Agreement, as and when required by this Agreement, in all material respects.
(iii) There shall be available to Buyer upon payment of the applicable premium, an owner's
policy of title insurance to be issued by the Title Company in the amount of the Purchase
Price, insuring the title and interest of Buyer in and to the Property and any easements or
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rights of way appurtenant thereto, on ALTA Form B, with such endorsements and in such
forms as Buyer or Buyer's lender shall reasonably require,with exception only for the lien
of general real estate taxes for the current tax fiscal year, and the Permitted Encumbrances
(the"Policy").
(iv) No material, adverse changes to the Property or any due diligence or other matter affecting
the same,including,but not limited to,dumping of refuse or environmental contamination,
shall have occurred since the Due Diligence Expiration Date.
(v) Buyer shall have obtained zoning, if necessary, all site plan, signage and any other
approvals and entitlements,including all building and other permits and approvals required
to develop the Property, subject only to conditions and restrictions acceptable to Buyer
from all applicable governmental authorities required for the development and construction
of the Property(collectively, the"Development Approvals").
(vi) Buyer shall have satisfied itself that adequate access to the Property exists and that all
utilities are available at the Property in adequate capacities to serve the Property for its
intended development purpose.
(c) Seller's Closing Conditions Precedent. Seller's obligation to consummate the transaction
contemplated by this Agreement shall be subject to satisfaction or waiver of each of the following
conditions("Seller's Closing Conditions Precedent"),but Seller shall have the unilateral right to
waive, in whole or in part, any Seller's Closing Condition Precedent by written notice to Buyer:
(i) The representations and warranties of Buyer set forth in Article 5 hereof shall be, in all
material respects,true and complete.
(ii) Buyer shall have performed all of the obligations required to be performed by Buyer under
this Agreement, as and when required by this Agreement, in all material respects.
(iii) There shall not have been instituted by or against Buyer any bankruptcy proceeding.
(iv) The parties shall have entered into a Development Agreement,pursuant to which the Buyer
shall agree to develop the property in accordance with the Municipal Code of the City of
Riverside, Missouri, as amended from time to time and all zoning regulations of the City
of Riverside, Missouri, unless waived by the Board of Alderman through the Board's
adoption of the appropriate Ordinance or Resolution and the design standards set forth on
Exhibit B which may be required by the Seller.
In the event Buyer's Closing Conditions Precedent or Seller's Closing Conditions Precedent, as the case
may be,have not been satisfied or waived as of the scheduled Closing Date, and provided the failure to satisfy or
waive any such condition is not attributable to a breach or default of this Agreement by its own actions, either
Buyer or Seller may terminate this Agreement by delivering written notice to the other party on or prior to the
scheduled Closing Date, and in such event, this Agreement shall terminate.
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7. Closing Deliveries.
(a) Seller's Closing Documents. On the Closing Date, Seller shall execute and/or deliver or cause
to be executed and/or delivered to Buyer the following documents, fully executed and notarized
and in recordable form, where required (collectively, "Seller's Closing Documents"):
(i) Deed. An executed and acknowledged Special Warranty Deed ("Deed") substantially in
the form attached hereto as Exhibit C conveying fee simple title to the Property to Buyer,
free and clear of all encumbrances, except the Permitted Encumbrances.
(ii) Releases. Written release of any lien, security interest, mortgage or deed of trust,
mechanic's lien or other encumbrance affecting the Property.
(iii) Seller's Affidavit. An Affidavit of Seller in a form satisfactory to and customarily used
by the Title Company to permit Buyer to obtain the ALTA(Form B)owner's policy of title
insurance without the standard or general pre-printed title exceptions shown on the
Commitment and in conformance with the provisions of this Agreement, so long as Buyer
shall furnish Title Company with a Survey sufficient for such purposes.
(iv) FIRPTA Affidavit. An executed non-foreign affidavit properly confirming that Seller is
not a foreign person or entity within the meaning of Section 1445 of the Internal Revenue
Code of 1986(the"FIRPTA"),as amended such information as is required by IRC Section
1445(b)(2) and its regulations.
(v) Evidence of Authority. Such evidence of Seller's authority to consummate the sale of the
Property as is contemplated in this Agreement or as Buyer or Title Company may
reasonably request, including but not limited to a certified copy of the City Ordinance
authorizing the City to enter into this Agreement.
(vi) 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.
(vii) 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 Buyer, its
legal counsel, or Title Company.
(b) Buyer's Closing Deliveries. On the Closing Date, Buyer will execute and/or deliver or cause to
be executed and/or delivered to Seller the following(collectively,"Buyer's Closing Deliveries"):
(i) Purchase Price. The Purchase Price, by wire transfer of immediately available funds,
subject to adjustments and prorations as provided herein.
(ii) Title Documents. Such affidavits of Buyer, transfer declarations, resolutions of Buyer or
other documents as may be reasonably required by Title Company in order to record the
Deed and issue the title insurance policy required by this Agreement, fully executed and in
notarized, where required.
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(iii) Evidence of Authority. Such evidence of Buyer's authority to consummate the sale of
the Property as is contemplated in this Agreement or as Seller or Title Company may
reasonably request.
(iv) 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 Seller, its
legal counsel, or Title Company.
(c) Buyer's and Seller's Closing Documents. On the Closing Date, Seller and Buyer shall jointly
execute and deliver the following:
(i) Closing Statement. A closing and disbursement statement showing the Purchase Price,
the costs and expenses of the Closing attributable to each of Buyer and Seller, and the
disbursement of funds to, or at the direction of, Seller.
(ii) Miscellaneous. Such other documents,instruments and affidavits as shall be necessary to
consummate the transaction contemplated hereby.
(d) Escrow Closing. This transaction shall be closed through an escrow with the escrow department
of the Title Company, in accordance with the general provisions of the Title Company's usual
form of escrow agreement, if any, with special provisions as may be required to conform to this
Agreement. Upon the creation of such escrow,payment of the Purchase Price and delivery of the
Deed shall be made through the escrow. This Agreement shall not be merged into or in any manner
superseded by the escrow agreement.
8. Adjustment and Prorations. Seller and Buyer shall make all adjustments and apportion all
customary expenses with respect to the Property, including, without limitation, the following:
(a) Real Estate Taxes and Special Assessments. Real estate taxes ("Taxes") imposed on the
Property for the year in which Closing occurs and any prior year not then due and payable shall be
prorated and adjusted to the Closing Date based upon the most recently ascertainable tax bills
covering the Property or, if available,upon the issuance of actual tax bills therefor. The proration
of such Taxes shall be based on a 365-day year,with the Closing Date being charged to Seller, and
shall be final and not adjusted post-Closing. To the extent the land comprising the Property is
combined with any other property for tax assessment purposes, the prorations shall be made on a
relative square foot basis, provided, however, that no improvements located on such other land
shall be considered when calculating the portion of Taxes or any assessments attributable to the
Property. All special taxes or assessments made or assessed on or before the Closing Date shall
be paid by Seller on or before the Closing Date, whether they are due and payable on, before, or
after the Closing Date, provided, however, that if any such assessment is payable in installments,
Seller shall be responsible for any installments due prior to Closing and Buyer shall be responsible
for paying any installments due after Closing.
(b) Title Insurance and Survey. Seller shall pay for the cost of the Commitment and the cost of the
owner's title policy contemplated by this Agreement (excluding the cost of any and all
endorsements thereto). Buyer will pay for the cost of any endorsements to the owner's title policy
requested by Buyer, and all costs of any lender's title insurance policy. Buyer shall pay all costs
with respect to preparation of the Survey.
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(c) Closing Fee. Seller and Buyer will each pay one-half of any reasonable and customary closing
and escrow fees charged by the Title Company.
(d) Deed. Seller shall pay the cost to prepare the Deed to be delivered by Seller under this Agreement.
(e) Recording Costs. Seller will pay the cost of recording all documents necessary to place record
title in the condition required by this Agreement. Buyer will pay the cost of recording the Deed
and all other documents recorded at Buyer's request.
(f) Attorney's Fees. Each of the parties will pay its own attorney's fees,except that a party defaulting
under this Agreement or any closing document will pay the reasonable attorney's fees and court
costs incurred by the non-defaulting party to enforce successfully its rights regarding such default.
(g) Other Costs. All other costs shall be allocated in accordance with the custom prevailing in similar
transactions in the City.
(h) Levee District. Buyer and Seller acknowledge that the assessments for the Riverside Quindaro
Bend Levee District of Platte County, Missouri (the"Levee District") for the 202_taxable period
are not due and payable at the time of Closing. Buyer shall pay, when due and payable, 100% of
such assessments for the Levee District. Promptly after payment thereof, Buyer shall provide
evidence of such payment to Seller, and Seller shall promptly reimburse Buyer for that portion of
such assessment associated with the time period prior to Closing.
Except as otherwise expressly provided in this Agreement,all prorations provided for herein shall be final.
9. Default.
(a) Except as herein provided, in the event that Buyer fails to consummate the transactions
contemplated herein for any reason, except due to Seller's default or the failure of any of the
conditions to Buyer's obligations set forth herein to be satisfied,Seller shall be entitled to terminate
this Agreement and the Earnest Money and Extension Deposit, if any, shall be forfeited to Seller
as Seller's sole and exclusive remedy in the event of a default by Buyer in consummating this
Agreement. Thereafter, neither party shall have any further obligation to the other except for
those set forth herein which specifically survive termination of this Agreement.
(b) Except as herein provided, in the event that Seller fails to consummate the transactions
contemplated herein for any reason, except due to Buyer's default or the failure of any of the
conditions to Seller's obligations set forth herein to be satisfied, Buyer (as its sole and exclusive
remedies)may(i)enforce specific performance of this Agreement,or(ii)terminate this Agreement
and receive a return of its Earnest Money Deposit and Extension Deposit,if any,with neither party
having any further obligation to the other.
10. Brokerage Commission. Seller and Buyer each represent and warrant to the other that neither
has employed any real estate agent, broker or finder in connection with the contemplated transaction and each
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party agrees to indemnify the other from and against any and all brokerage commissions and finder's fees arising
or resulting from acts or omissions of the indemnifying party.
11. Assignment. Buyer may not assign and transfer its rights or delegate its duties under this
Agreement without Seller's prior written consent.
12. Notices. All notices, demands, designations, certificates, requests, offers, consents, approvals,
appointments, and other instruments given pursuant to this Agreement shall be in writing and given by any one
of the following: (a)hand delivery; (b) express overnight delivery service; (c) certified or registered mail,return
receipt requested; (d) email when sent to the email address in this Section; or(e) facsimile transmission, if notice
is also provided by express overnight delivery, and shall be deemed to have been delivered upon (i) receipt, if
hand delivered; (ii) the next Business Day, if delivered by a reputable express overnight delivery service; (iii)
receipt or first attempted delivery(as reflected in the United States Postal Service's record) following deposit of
such notice with the United States Postal Service, if sent by certified or registered mail, return receipt requested;
(iv) if by email, when the email recipient acknowledges receipt or an automatic "read receipt" is received by
sender from recipient's email; or (v) transmission, if delivered by facsimile transmission. Notices shall be
provided to the parties and addresses (or electronic mail addresses) specified below:
If to Seller: The City of Riverside, Missouri
Attention: City Administrator
City Hall
2950 N. W. Vivion Road
Riverside, MO 64150
with copy to: Spencer Fane LLP
1000 Walnut
Suite 1400
Kansas City, MO 64106-2140
Attention: Joe Bednar
If to Buyer: Quality Plumbing, Inc.
Attention: Daniel Gray
1731 Howell Street
North Kansas City, MO 64116
with copy to: Withers, Brant, Igoe& Mullennix, P.C.
Attn. W. Isaac Freestone
2 South Main Street
Liberty, MO 64068
Phone: (816) 883-2618
Email: ifreestone@withersbrant.com
Any party may change its address for the service of notice by giving written notice of such change to the
other party, in any manner above specified.
13. Entire Agreement; Modification. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter herein contained and all prior negotiations, discussions, writings and
agreements between the parties, including but not limited to any written or verbal representations or promises
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made by any City official or employee, with respect to the subject matter herein contained are superseded and of
no force and effect. No amendment to or modification of this Agreement shall be effective unless in writing,
approved by the Board of Aldermen for the City as evidenced by the appropriate City passed and adopted
Resolution or Ordinance, and signed by both Seller and Buyer. Except as otherwise expressly provided herein,
no covenant, term or condition of this Agreement shall be deemed to have been waived by either party unless
such waiver is approved by the Board of Aldermen for the City as evidenced by the appropriate City passed and
adopted Resolution or Ordinance, and is in writing signed by the party charged with such waiver.
14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and permitted assigns.
15. 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, the validity and enforceability of all
other provisions of this Agreement shall not be affected thereby.
16. Time of Essence. Time is of the essence of this Agreement.
17. Counterparts/Fax Signatures. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original,but all of which together shall constitute one and the same instrument.
Facsimile or electronic transmission of any signed original document, and the retransmission of any signed
facsimile or electronic transmission, shall be the same as delivery of the original signed document.
18. Remedies. Except as otherwise specifically set forth herein(i)the parties shall have all rights and
remedies at law or in equity for any breach by the other party of any provision of this Agreement that survives
Closing or termination, (ii)the remedies provided herein shall be cumulative and shall not preclude the assertion
or exercise of any other rights or remedies available by law, in equity or otherwise, and (iii) no provision of this
Agreement waives the sovereign immunity of the City.
19. Survival of Terms. The Parties agree that unless otherwise specifically provided in this
Agreement, any obligation which reasonably should or could be performed after the completion of the sale and
transfer of the Deed shall survive the Closing and transfer of the Deed, shall not terminate and shall otherwise be
a continuing agreement between the parties, enforceable after Closing for a period of six(6)months.
20. APPLICABLE LAW. THE LAWS OF THE STATE OF MISSOURI SHALLGOVERN 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. TO THE
EXTENT PERMITTED BY APPLICABLE LAW.
21. Attorneys' Fees. In the event of any litigation or arbitration proceedings between the Parties
arising from a dispute as to the meaning and/or enforceability of any terms of this Agreement,the prevailing party
shall be entitled to recover its legal fees and expenses, including any fees and expenses incurred in connection
with appeals, in connection with any such proceeding.
22. 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.
23. 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
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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.
24. 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 Buyer have contributed substantially and materially to the
preparation of this Agreement.
25. Further Acts. In addition to the acts recited in this Agreement to be performed by Seller and
Buyer, Seller and Buyer agree to perform or cause to be performed at the Closing or after the Closing Date any
and all such further acts as may be reasonably necessary to consummate the transactions contemplated hereby.
26. Exhibits. The following exhibits are made a part hereof, with the same force and effect as if
specifically set forth herein:
A. Exhibit A —Property Description
B. Exhibit B —Design Standards
C. Exhibit C—Form of Special Warranty Deed
[Remainder of Page Left Intentionally Blank; Signature Page Follows]
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SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the last day and year
written in the signature blocks below(the"Effective Date").
SELLER:
CITY OF ERSIDE,MISSOURI
By:
athleen L. Rose,Ma or
Date: l f‘ y fp) 0.2.,1-1
YATTE5T:
By., :2
Robin ICici City Clerk
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SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the Effective Date.
BUYER:
QUALITY PLUMBING, INC., a Missouri corporation
By:
Name:
Title:
Date:
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EXHIBIT A
Property Legal Description [to be confirmed by title]
LOT 5,40 WEST AT HORIZONS, A REPLAT OF TRACT"A", REPLAT OF DOORLINK, 1ST PLAT, IN
THE CITY OF RIVERSIDE, PLATTE COUNTY, MISSOURI.
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EXHIBIT B
Design Standards for Horizon West
Property is currently zoned PD, consistent with other lots in Riverside Horizon West at time of development.
2. The 30,000 square foot industrial building will be of similar construction to other approved buildings
within 40 West at Horizons and in accordance with Section B of the PD Regulations included below.
3. Overall appearance and construction will be similar to the former Frito Lay facility at 4302 NW Mattox
Road.
4. Buyer agrees to pull the permits for its construction on or before October 1,2024;provided,however,that
Seller and Buyer hereby acknowledge and agree that if such permit deadline, or any performance required as a
prerequisite of such permit deadline, are delayed due to Force Majeure or an act or neglect of Seller, said permit
deadline 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.
Horizons"PD"Regulations
(Adopted August 2016)
A. Building Lines. There shall be no minimum front and rear setback requirements for the Planned
Development. Building separation shall be a minimum of twenty (20) feet and separation of buildings will be
required to meet minimum separation standards governed by the adopted building code of the City. Building
setbacks shall be set by final development plan and where applicable final plat.
B. Building Materials and Construction. All buildings and other structures within Horizons Business Park
shall be constructed of attractive exterior sides of high-quality materials including masonry, concrete, glass, and
metal(when used in an incidental role). Specific materials which will be excluded include exposed(i)galvanized
metal facades,(ii)nondecorative cinder or concrete block,and(iii)double T concrete panels. Exterior mechanical
or electrical equipment, including, but not limited to, HVAC equipment shall be so placed or screened that the
predominant design lines of the building or structure continue without visual distraction or interruption. If the
function of the building or structure dictates placement of such equipment in such a manner or location that the
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building exterior walls themselves are unable to screen the equipment from view of adjacent existing or proposed
streets or highways, they must be separately screened using materials compatible with the approved building
materials with use of an appropriately designed parapet wall and the height of such screening shall be equal to
the height of the equipment to be screened; or with acceptable landscaping. Accessory buildings, enclosures,
appurtenant structures to,or extrusions from,any building or structure shall be of similar or compatible materials,
design and construction.
C. Building Material Colors. Color of materials used on the construction of all buildings, enclosures, and
appurtenant structures shall be consistent throughout the entire development and will present a predominantly
warm earth tone appearance. Exact color palette and materials will be approved by final development plan.
D. Parking. Adequate off-street parking for employees, customers, owners and tenants shall be the
responsibility of the property owners. All necessary parking facilities shall be provided for entirely on private
property. Parking ratios will be provided in the development plan and will be reviewed and approved by the City.
Parking on private or public streets or highways within the subject property is expressly prohibited. All parking
areas and drives and access shall be paved with an impervious surface equal to asphalt or concrete and maintained
in a well-kept condition. Each parking space provided shall be designated by lines painted on the paved surfaces
and shall be adequate in area, generally spaces will be sized nine feet wide by eighteen feet long(9' x 18') when
a curb abuts and nine feet wide by twenty feet long(9' by 20')when not abutting a curb.
For the office portion of the Planned Development,it shall be the general standard that no parking spaces,
parking aisles or roadways, except the access way, shall be permitted within the front ten (10) feet of the front
setback. If parking spaces are provided in front of the building a landscape buffer shall be provided as described
in the landscaping section of this regulation.
Businesses experiencing rapid growth may submit a request to the Director of Community Development
to allow temporary gravel overflow parking. Parking may be allowed in accordance with the following standards:
1. A site plan identifying the parking area, parking lot size and specifications for base and gravel must
be submitted for review prior to the parking being installed.
2. The parking area shall not impede public safety.
3. The maximum timeframe for the temporary gravel overflow parking is 18 months. At the end of the
timeframe, the area must either accommodate a building/building expansion, become green space or
be paved per City approvals and regulations.
4. An agreement outlining the specifications for the temporary gravel overflow parking shall be signed
by the appropriate business representative and the Director of Community Development.
E. Off-Street Loading. Provision for handling all truck service must be totally within the building site. Docks
and loading areas facing non-industrial uses within the development shall be screened in accordance with the
landscape provisions described in the PD regulations. All loading shall be paved with an impervious surface
equal to asphalt or concrete. All side and rear loading service areas shall be properly screened from view from
all existing or proposed streets,roads, or highways by walls, earth berms, and/or plant material.
F. Outdoor Storage. Although the outdoor storage of materials and equipment is not preferred, the City
recognizes it is an important component for some industrial businesses. Considering this, the outdoor storage of
materials and equipment may be permitted in accordance with the following regulations. These regulations do
not apply to the customary trailer parking activities associated with industrial businesses.
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1. Outdoor storage is only permitted within the industrial portion of the Planned Development.
2. Because outdoor storage is not preferred, minimizing the visible impact of outdoor storage on public
rights-of-way and less intense uses is critical. Thus, outdoor storage shall only be permitted in areas
that are not visible from Horizons Parkway and the office portion of the Planned Development.
3. All outdoor storage must be located in a side or rear yard such that views from public rights-of-way
and less intense uses are limited.
4. The maximum outside storage area shall be based on the business's inside space. 10,000 square feet
of first floor indoor space= 1,000 square feet of outside storage area.
5. Storage areas shall be located adjacent to the building and shall not extend more than 5 feet less than
the length of the screening mechanism (i.e. —if the wing wall extends 80 feet from the building, the
storage area shall not extend beyond 75 feet). This requirement may be waived if the storage area is
behind a building and is not visible from any public rights-of-way and less intense uses.
6. The maximum height of stored items shall not exceed 20 feet.
7. Storage areas shall not impede vehicular traffic and emergency access points.
8. All materials being stored must be associated with the business that is located in the building adjacent
to the storage area.
9. Storage areas shall be maintained in a neat and orderly manner.
10. If outdoor storage is desired that cannot meet these criteria, a special use permit may be requested.
When reviewing the request,the following shall be taken into consideration.
o Distance from Horizons Parkway, I-635 and Highway 9-the farther away the more likely it is
the request will be approved.
o Visibility—the lower the visibility the more likely it is the request will be approved.
o East or West—the industrial area west of Horizons Parkway within the Planned Developed is
intended for more intense uses, thus outdoor storage west of Horizons Parkway is more likely
to be approved.
G. Waste Receptacles and Enclosures / Waste Removal. Waste receptacles in the industrial portion of the
Planned Development shall be located behind or on the sides of buildings such that they are not readily visible
from public rights-of-way. For the office portion of the Planned Development, facilities for storage of waste and
rubbish shall be property screened within an approved trash enclosure.
Each owner and tenant shall keep its premises, buildings and improvements and appurtenances in a safe,
sightly, clean, neat and wholesome condition, and shall comply in all respects with all governmental, health and
police requirements. Each owner and tenant shall remove, at its own expense, any rubbish or trash of any
character which may accumulate on its property and shall keep unlandscaped and landscaped areas neat and
well-maintained. Rubbish and trash shall not be disposed of on the premises by burning in open fires or
incinerators. All rubbish and trash containers shall be properly screened by an appropriate enclosure.
H. Permanent Park Signage. No sign shall be erected, placed or otherwise installed upon a Building Site or
affixed to a Building, structure,or other improvement erected on a Building Site until the plans for such sign have
been approved by the City. Flashing or moving signs are prohibited. Product or service replicas or models are
prohibited, unless allowed per the Unified Development Ordinance. The location, size, design and color of all
signs must be in keeping with the character of the Park.
1. Park Monument Signs. Park Monument Signs shall be utilized to identify the development
as whole and not individual businesses and shall only be permitted to the Master Developer of the Planned
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Development. Three Park Monument Signs shall be permitted, each with a maximum sign face of two-hundred
fifty(250) sq. ft. Park Monument Signs are allowable in the public right-of-way.
2. Park Entry Signs. Park Entry Signs shall be utilized to identify main entrances of the
development and not individual businesses and shall be permitted to the Master Developer of the Planned
Development. Three Park Entry Signs shall be permitted, each with a maximum sign face of thirty-six(36) sq.ft.
Park Entry signs are allowable in the public right-of-way.
3. Park Directional Signs. Park Directional Signs shall be utilized to identify buildings
address, name of business, and in appropriate cases logos of the company occupying. Each building shall be
permitted to have a Park Directional Sign, each with a maximum sign face of twenty(20) sq.ft.
4. Building Facade Signs. Building Façade Signs shall be attached to the building to identify
individual businesses and shall be approved as a component of the Final Development Plan.
Industrial Buildings — For those lots that do not abut Horizons Parkway, each individual tenant
may have a maximum of two (2) walls signs per building, with a maximum of one (1) sign per side of
building. The maximum sign face per sign shall be one-hundred twenty (120) square feet, except for a building
with a single tenant, the maximum sign face per sign shall be one-hundred fifty(150) square feet.
For those lots abutting Horizons Parkway each individual tenant may have a maximum of three
(3) wall signs, with a maximum of one (1) sign per side of building. The maximum sign face per sign shall be
one-hundred twenty(120) square feet, except for a building with a single tenant, the maximum sign face per sign
shall be one-hundred fifty(150) square feet.
For signs with one line of copy,the maximum letter height shall be sixty(60)inches per letter. For
signs with two lines of copy, the maximum letter height shall be forty-eight(48) inches per letter.
Office Buildings-Each building may have a maximum of two(2)building façade signs. The total
maximum sign face per building shall be eighty(80) square feet, with no sign being larger than fifty (50) square
feet. For signs with one line of copy, the maximum letter height shall be sixty (60) inches per letter. For signs
with two lines of copy, the maximum letter height shall be forty-eight(48)inches per letter.
5. For Sale or Lease Signs. A temporary wood, metal, or plastic sign may be erected on a
developed building site to offer the property for sale or lease. One(1) such sign,having a maximum area of thirty
(30) square feet for buildings less than 50,000 square feet, thirty-five (35) square feet for buildings more than
50,000 square feet but less than 150,000 square feet, and sixty (60) square feet for buildings more than 150,000
square feet.
6. Temporary Signs. Paper signs, stickers, transfers, signs printed or affixed to, or visible
through the windows, doors or exterior walls of a building or other signs of a temporary character or purpose,
regardless of the composition of the sign or the materials used therefore, are expressly prohibited.
7. Construction Signs. A temporary wood, metal, or plastic sign will be allowed during the
construction of a building project. Such signs may be either single or double faced with each face having a
maximum area of fifty square feet for building sites, less than three (3) acres and eighty square feet for building
sites of three (3) acres or more. All signs permitted under this provision will be removed immediately upon
issuance of an occupancy permit for any building constructed on the site.
I. Landscaping.All open areas on any building site not occupied by buildings, storage,parking,access roads
and loading shall be suitably graded with a slope not to exceed 3:1 to allow for mowing, and drainage and shall
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be maintained in lawn, trees, and/or shrubs, including lawn irrigation in all such areas. It is the intent of these
regulations to provide a park-like setting for the buildings, as well as to screen objectionable areas.
Office Park: Building sites shall be landscaped in accordance with the general landscaping plan for the
Park. All lots are required to provide a minimum landscape buffer of ten feet(10') along public right-of-
way,utilizing deciduous shade and ornamental trees, evergreen trees and shrubs.
Building Site (Pervious Area): Building site shall include a minimum of one (1) two and
one-half(2-Y2)inch caliper deciduous or evergreen tree(8' in height)for each two thousand
five hundred(2,500) square feet of pervious/ green space area,to be planted in side yard,
front yard or rear of building at common area. Substitutions are allowed for Pervious area
calculation only based upon the following:
1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) = 20 shrubs 3' in height or 2
ornamental trees 6' in height
Building Frontage at Street: 1 Shade Tree(2-1/2" cal.) or Evergreen Tree(8' ht) for every
40 feet of street frontage to be planted along the street right-of-way.
Common Area side or Building Rear: 1 Shade Tree(2-1/2" cal.) or Evergreen Tree(8' ht)
for every 40 feet of frontage on common area such as, lakes and canals.
Parking Lots: Landscaped islands should be added at the ends of all parking rows and
should be bermed and planted with either sod or landscaping.
• 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) for every 200 square foot of
parking lot islands.
• Fifty percent(50%)of the parking lot should be screened from view with shrubs 3'
in height.
Building Foundation: Forty percent 40% of the building foundation should be landscaped
with ground covers, shrubs and ornamental trees.
Industrial Park: Building sites shall be landscaped in accordance with the general landscaping for
the Park:
Building Frontage at Street: 1 Shade Tree(2-1/2" cal.) or Evergreen Tree(8' ht) for every
40 feet of street frontage to be planted along the street right-of-way.
Building Foundation: Building foundations should be landscaped at the front of the
building with groundcovers, shrubs and ornamental trees.
The landscape development,having been installed, shall be maintained by Owner in a neat and adequate manner,
which shall include the mowing of lawns, trimming of hedges, other such maintenance and watering including
the installation of lawn irrigation on all sites. The landscaping shall be implemented and completed within six(6)
months after certificate of occupancy of the building has been issued.
J. Exterior Lighting. Lighting of buildings and public areas,such as parking,plazas,landscaping,fountains,
sculptures, and walkways is required. All site lighting will be accomplished by using concealed source fixtures
with a minimum average illumination in accordance with the requirements of the City of Riverside,Missouri. All
exterior lighting will be metal halide or white in color and constant in nature, specifically excluding traveling,
flashing or intermittent illumination of any kind and must be so arranged or shielded as to avoid glare or reflection
onto any adjacent existing or proposed streets,highways,ponds or building sites. Pole mounted fixtures will have
a maximum pole height of thirty-two (32) feet, including the base.
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K. Underground Utilities,Pipes,Etc. No pipe,conduit,cable,line or the like for water,gas,sewage,drainage,
steam, electricity, or any other energy or service shall be installed or maintained upon any building site(outside
of any building) above the surface of the ground.
L. Fencing. All fencing on any building site shall be compatible with the building materials used in the
construction of the major structure on said building site. Chain link fencing shall be finished with a black powder
coat in the Planned Development.
M. Animals. No livestock,poultry or other animals shall be kept on any part of the Park.
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EXHIBIT C
Form of Special Warranty Deed from City of Riverside, MO
COVER PAGE FOR RECORDING
Title of Document: Special Warranty Deed
Date of Document: _,20_
Grantor Name and Address: CITY OF RIVERSIDE,MISSOURI
2950 NW Vivion Road
Riverside,Missouri 64150
Grantee Name and Address:
Legal Description/Address:
Book and Page Reference: N/A
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SPECIAL WARRANTY DEED
THIS INDENTURE is made as of , 20_by the CITY OF RIVERSIDE, MISSOURI, a
fourth class city organized and existing under the laws of the State of Missouri, as grantor("Grantor"), with a
mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150 to _, a
organized and existing under the laws of the state of , as grantee
("Grantee"), with mailing address of
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100 DOLLARS
($10.00) and other valuable consideration to it in hand paid by Grantee(the receipt of which is hereby
acknowledged)does by these presents, SELL and CONVEY unto Grantee, its successors and assigns, the lots,
tracts or parcels of land, lying,being and situate in the County of Platte and State of Missouri as described as
follows:
[insert legal description]
EXCEPT AND FURTHER SUBJECT TO:
a. (i)easements, restrictions, declarations, reservations, agreements, instruments and other matters of
record, if any; (ii)taxes and assessments, general and special,not now due and payable; and(iii)rights of the
public in and to the parts thereof in streets,roads or alleys.
b. This Deed is made and delivered upon the condition subsequent, which shall be binding upon and
enforceable against GRANTEE and its successors in title,that if the commencement of vertical construction
conforming to submitted design criteria and approved plans and specifications shall not have been commenced
in good faith within ( )days from the date hereof, and thereafter diligently prosecuted to completion,
strikes,unavailability of labor and other causes beyond GRANTEE'S reasonable control excepted, then all
right, title and interest herein conveyed in and to the subject property shall, at the election of GRANTOR,
automatically revert to and become the property of GRANTOR, which shall have the immediate right to enter
upon and take full possession of the subject property, and all right,the event of such election, shall be obligated
to forthwith refund to GRANTEE or its then successor(s) in title all monies paid on the purchase price of the
subject property by GRANTEE to GRANTOR, less such sums as GRANTOR may reasonably expend in
removing uncompleted or nonconforming buildings and structures from the subject property. The failure of
GRANTOR to insist upon strict performance of such condition subsequent, in whole or in part, shall not effect a
waiver or relinquishment of the same. When construction of such building and facilities has been completed in
accordance with the terms herein provided,then(i) all reversionary rights of GRANTOR shall terminate and be
extinguished(ii) GRANTEE shall thereupon hold title to the subject property free and clear of this condition
subsequent at the request and expense of GRANTEE.
c. Alternatively, Grantee may make a Payment in Lieu of Taxes for the period of possession past the
targeted completion date if Grantee does not want the property to revert to the Grantor.
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 unto its
successors and assigns forever, Grantor hereby covenanting that said premises are free and clear from any
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encumbrance(except as referenced above)done or suffered by it; and that it will warrant and defend the title to
said premises unto Grantee and unto its successors and assigns forever, against the lawful claims and demands
of all persons claiming under Grantor.
[remainder of page intentionally left blank]
24
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IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day and year first above
written.
GRANTOR
CITY OF RIVERSIDE, MISSOURI
By:
Kathleen L. Rose, Mayor
ATTEST:
By:
City Clerk
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS day of , 20_,before me, the undersigned, a Notary Public in and for
said County and state, personally 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 municipal corporation duly organized
and existing under the laws of the state of Missouri, and that the seal affixed to the foregoing instrument is the
seal of said municipality, and that said instrument was signed and sealed in behalf of said municipality by free
act and deed of said municipality.
WITNESS my hand and official seal in the County and State aforesaid,the day and year first above
written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
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EXHIBIT C
SPECIAL WARRANTY DEED
EXHIBIT C
Form of Special Warranty Deed from City of Riverside, MO
COVER PAGE FOR RECORDING
Title of Document: Special Warranty Deed
Date of Document: _,20_
Grantor Name and Address: CITY OF RIVERSIDE,MISSOURI
2950 NW Vivion Road
Riverside,Missouri 64150
Grantee Name and Address:
Legal Description/Address:
Book and Page Reference: N/A
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of , 20_by the CITY OF RIVERSIDE, MISSOURI, a
fourth class city organized and existing under the laws of the State of Missouri, as grantor("Grantor"), with a
mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150 to , a
organized and existing under the laws of the state of , as grantee
("Grantee"), with mailing address of
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100 DOLLARS
($10.00) and other valuable consideration to it in hand paid by Grantee(the receipt of which is hereby
acknowledged) does by these presents, SELL and CONVEY unto Grantee, its successors and assigns, the lots,
tracts or parcels of land, lying, being and situate in the County of Platte and State of Missouri as described as
follows:
[insert legal description]
EXCEPT AND FURTHER SUBJECT TO:
a. (i) easements,restrictions, declarations, reservations, agreements, instruments and other matters of
record, if any; (ii)taxes and assessments, general and special,not now due and payable; and(iii)rights of the
public in and to the parts thereof in streets, roads or alleys.
b. This Deed is made and delivered upon the condition subsequent, which shall be binding upon and
enforceable against GRANTEE and its successors in title,that if the commencement of vertical construction
conforming to submitted design criteria and approved plans and specifications shall not have been commenced
in good faith within ( ) days from the date hereof, and thereafter diligently prosecuted to completion,
strikes,unavailability of labor and other causes beyond GRANTEE'S reasonable control excepted, then all
right, title and interest herein conveyed in and to the subject property shall, at the election of GRANTOR,
automatically revert to and become the property of GRANTOR, which shall have the immediate right to enter
upon and take full possession of the subject property, and all right, the event of such election, shall be obligated
to forthwith refund to GRANTEE or its then successor(s)in title all monies paid on the purchase price of the
subject property by GRANTEE to GRANTOR, less such sums as GRANTOR may reasonably expend in
removing uncompleted or nonconforming buildings and structures from the subject property. The failure of
GRANTOR to insist upon strict performance of such condition subsequent, in whole or in part, shall not effect a
waiver or relinquishment of the same. When construction of such building and facilities has been completed in
accordance with the terms herein provided,then(i) all reversionary rights of GRANTOR shall terminate and be
extinguished(ii) GRANTEE shall thereupon hold title to the subject property free and clear of this condition
subsequent at the request and expense of GRANTEE.
c. Alternatively, Grantee may make a Payment in Lieu of Taxes for the period of possession past the
targeted completion date if Grantee does not want the property to revert to the Grantor.
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 unto its
successors and assigns forever, Grantor hereby covenanting that said premises are free and clear from any
2
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JC 17523763.2
encumbrance(except as referenced above) done or suffered by it; and that it will warrant and defend the title to
said premises unto Grantee and unto its successors and assigns forever, against the lawful claims and demands
of all persons claiming under Grantor.
[remainder of page intentionally left blank]
3
JC 17519661.5
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IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day and year first above
written.
GRANTOR
CITY OF RIVERSIDE, MISSOURI
ietC4,11/01j/41
By:
.. r . Kathleen L. Rose, Mayor
" 'I'TEST: ' 'r
'.City Clerk
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS t*- day of �i,LQ.0 , 2Q ,before me, the undersigned, a Notary Public in and for
said County and state,personally 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 municipal corporation duly organized
and existing under the laws of the state of Missouri, and that the seal affixed to the foregoing instrument is the
seal of said municipality, and that said instrument was signed and sealed in behalf of said municipality by free
act and deed of said municipality.
WITNESS my hand and official seal in the County and State aforesaid, the day and year first above
written.
,,,i/-17: , . .
.. t-e—GLe_.-0
ROBIN L KINCAIo c Notary Public Signature
S cal)NOTARY PuSTATEeJC-NOTARY SEAL.
OF MISSOURI I
14
(Ly COMMISSION EXPIRES MARCH a 1CLINTON COUNTY
4 j,,, . • 4.)aq-tic)
COMIessioN#10 Printed or Typed Name
y Commission Expires: �� �c�g � "�
4
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