HomeMy WebLinkAbout1999 Authorizing and Approving the Sale of Certain Real Property by the City of Riverside, Missouri to Vazquez Holdings, LLC BILL NO. 2024-028 ORDINANCE NO.1999
AN ORDINANCE AUTHORIZING AND APPROVING THE SALE OF CERTAIN REAL
PROPERTY BY THE CITY OF RIVERSIDE, MISSOURI TO VAZQUEZ HOLDINGS, LLC, AND
AUTHORIZING OTHER DOCUMENTS AND ACTIONS RELATED THERETO
WHEREAS, the City of Riverside, Missouri (the "City") owns certain real property, commonly
known as Lot 7 of 40 West at Horizons ("Lot 7 of 40 West"), and further described on Exhibit A
attached hereto and incorporated herein by this reference (the "Property"); and
WHEREAS, Vazquez Holdings, LLC, a limited liability company, 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 a 51,000 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 (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 sale price of Four Hundred Seven Thousand, Nine Hundred Twenty-Three and 40/100 Dollars
($407,923.40) (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
Buyer, and subject to the Development Covenant in substantially the same form as Exhibit D
attached hereto and incorporated herein.
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 7 of 40 WEST TO VAZQUEZ HOLDINGS, LLC. 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 7 of 40 West to Quality Vazquez Holdings, LLC, a limited liability
company, duly organized and validly existing and in good standing under the laws of the State of
Missouri ("Buyer"), for the sale price of Four Hundred Seven Thousand, Nine Hundred Twenty-
Three and 40/100 Dollars($407,923.40)(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
14357 025
Special Warranty Deed(the'Deed"),in substantially the same form as Exhibit C,attached hereto
and incorporated herein, to the Buyer, and subject to the Development Covenant in substantially
the same form as Exhibit D attached hereto and incorporated herein, 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 16th day of April, 2024.
•
K hl n L. Rose,Mayor
•
All • S
Robin Kt, rya Clerk' .
s ; .
Approved as to form:
cer Fane ILP,
-`ta&Qounsel to the City
by nar
2
Special Warranty Deed (the"Deed"), in substantially the same form as Exhibit C, attached hereto
and incorporated herein, to the Buyer, and subject to the Development Covenant in substantially
the same form as Exhibit D attached hereto and incorporated herein, 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 16th day of April, 2024.
Kahle n L. Rose, Mayor
ATT •
Robin Kincaid, ity Clerk
Approved as to form:
Spence -ne LLP,
Speci- Coun--Ito the City
by Jo- =-. .r
2
Special Warranty Deed(the"Deed"), in substantially the same form as Exhibit C, attached hereto
and incorporated herein, to the Buyer, and subject to the Development Covenant in substantially
the same form as Exhibit D attached hereto and incorporated herein, 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 16th day of April, 2024.
L.,
Kathie n L. Rose, Mayor
•
ATT
Robin Kincaid, ity Clerk
Approved as to form:
Spencer Fane LLP,
Special Counsel to the City
by Joe Bednar
2
EXHIBIT A
LEGAL DESCRIPTION
LOT 7,40 WEST AT HORIZONS,A REPLAT OF TRACT"A", REPLAT OF DOORLINK,
1ST PLAT, IN THE CITY OF RIVERSIDE, PLATTE COUNTY, MISSOURI.
3
EXHIBIT B
PURCHASE AND SALE AGREEMENT
4
COMMERCIAL AGENCY AND BROKERAGE
KCRAR DISCLOSURE ADDENDUM
COMMERCIAL
SELLER/LANDLORD: The City of Riverside,Missouri
BUYER/TENANT:Vazquez Holdings,LLC
PROPERTY ADDRESS: Lot 7 of the 40 West at Horizons Riverside Platte Missouri 64150
Street Address City County State Zip
DATE OF CONTRACT:
THE FOLLOWING DISCLOSURE IS MADE IN COMPLIANCE WITH MISSOURI AND KANSAS REAL ESTATE LAWS AND RULES AND REGULATIONS.
APPLICABLE SECTIONS BELOW MUST BE CHECKED,COMPLETED,SIGNED AND DATED FOR BOTH SELLER AND BUYER
Seller/Landlord and Buyer/Tenant acknowledge that the real estate Licensee involved in this transaction may be acting as agents of the Seller/Lardlord.agents of
the Buyer/Tenant,Transaction Brokers or fin Missouri only)Disclosed Dual Agents. LICENSEES ACTING AS AN AGENT OF THE SELLER/LANDLORD
HAVE A DUTY TO REPRESENT THE SELLER'S/LANDLORD'S INTEREST AND WILL NOT BE THE AGENT OF THE BUYER/TENANT.INFORMATION
GIVEN BY THE BUYER/TENANT TO A LICENSEE ACTING AS AN AGENT OF THE SELLER/LANDLORD WILL BE DISCLOSED TO THE
SELLER/LANDLORD. LICENSEES ACTING AS AN AGENT OF THE BUYER/TENANT HAVE A DUTY TO REPRESENT THE BUYER'S/TENANT'S
INTEREST AND WILL NOT BE AN AGENT OF THE SELLER/LANDLORD. INFORMATION GIVEN BY THE SELLER/LANDLORD TO A LICENSEE ACTING
AS AN AGENT OF THE BUYER/TENANT WILL BE DISCLOSED TO THE BUYER/TENANT. LICENSEES ACTING IN THE CAPACITY OF A TRANSACTION
BROKER ARE NOT AGENTS FOR EITHER PARTY AND DO NOT ADVOCATE THE INTERESTS OF EITHER PARTY. LICENSEES ACTING AS
DISCLOSED DUAL AGENTS ARE ACTING AS AGENTS FOR BOTH THE SELLER/LANDLORD AND THE BUYER/TENANT. (Note: A separate Dual
Agency Disclosure Addendum is required). SELLER/LANDLORD AND BUYER/TENANT HEREBY ACKNOWLEDGE THAT THE BROKERAGE
RELATIONSHIPS WERE DISCLOSED TO THEM OR THEIR RESPECTIVE AGENTS AND/OR TRANSACTION BROKERS NO LATER THAN THE FIRST
SHOWING,UPON FIRST CONTACT,OR IMMEDIATELY UPON THE OCCURRENCE OF ANY CHANGE TO THAT RELATIONSHIP.
Licensee Assisting Seller/Landlord is acting as: (Check applicable)
❑ Seller's/Landlord's Agent
❑ Designated Seller's/Landlord's Agent(Supervising Broker acts as Transaction Broker)
❑ Transaction Broker
❑ Disclosed Dual Agent(Missouri only-Disclosed Dual Agency Addendum is required)
• N/A-Seller(s)is not represented
❑ Sub Agent
Licensee Assisting Buyer/Tenant is acting as: (Check applicable)
❑ Seller's/Landlord's Agent
• Buyer's/Tenant's Agent
❑ Designated Seller's/Landlord's Agent(Supervising Broker acts as Transaction Broker)
❑ Designated Buyer's/Tenant's Agent(Supervising Broker acts as Transaction Broker)
❑ Transaction Broker
❑ Disclosed Dual Agent(Missouri only-Disclosed Dual Agency Addendum is required
❑ NIA,Buyer(s)is not represented
❑ Sub Agent
PAYMENT OF COMMISSION:All licensees(s)indicated above will be paid a commission at closing of the sale of the property as follows:(check
applicable paragraph)
❑ Seller/Landlord to Pay all Licensees.All Licensees(s)will be paid from the Seller's funds at closing according to the terms of the
Listing or other Commission Agreement.
❑ Buyer/Tenant to Pay Buyer's Agent.Seller/Landlord's Licensee,if any,will be paid from the Seller's funds at closing according to the
terms of the Listing Agreement, Buyer/Tenant's Agent will be paid from the Buyer's funds according to the terms of the Buyer/Tenant Agency
Agreement.
CAREFULLY READ THE TERMS HEREOF BEFORE SIGNING. WHEN SIGNED BY ALL PARTIES,THIS DOCUMENT BECOMES PART OF A
LEGALLY BINDING CONTRACT. IF NOT UNDERSTOOD,CONSULT AN ATTORNEY BEFORE SIGNING.THE PARTIES EXECUTING THIS
CONTRACT REPRESENT AND WARRANT THAT THEY ARE LEGALLY AUTHORIZED TO DO SO.Licensees hereby certify that they are
licensed to sell real estate in the state in which the Property is located.
a-6141 e 1/0t Ve-JC71/-/k 04/12/2024
SELLEFv(LANDLORD DATE BUYE NA DATE
SELLER/LANDLORD DATE B YERITE T DATE
1412a
LICENSEE ASSISTING SELLER/LANDLORD DATE CE ASSISTI YER/TENANT r ATE
Approved by Legal Counsel of the Kansas City Regional Association of REALTORS®for exclusive use by its REALTOR®members.No warranty is made or implied as to the
legal validity or adequacy of this Contract,or that it complies in every respect with the law or that its use is appropriate for all situations.Local law,customs and practices,and
differing circumstances in each transaction may dictate that amendments to this Contract be made. Last revised 06/04.All previous versions of this document may no longer
be valid. Copyright January 2015
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 VAZQUEZ HOLDINGS, LLC, a limited liability
company, 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 7 of the 40 West at Horizons subdivision, Riverside, MO and
further described on Exhibit A attached hereto and incorporated herein by this reference,together
with all easements and appurtenances belonging or in any way appertaining thereto (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. /9 9 9 , 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 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 Four Hundred Seven Thousand,Nine Hundred Twenty-
Three and 40/100 Dollars ($407,923.40) (114,908 square feet at $3.55 per 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
14357.025
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 until August 15, 2024 (the
"Due Diligence Period") to determine whether (i) Buyer can obtain fmancing for the purchase
and development of the Property under terms acceptable to Buyer,and(ii)the Property is suitable
for Buyer's intended use. If the Purchaser has presented an executed copy of the Agreement to
the Seller by end of day on April 12,2024,and the City does not approve the sale at its April
meeting, the Due Diligence Period and the permit and construction commencement dates
contained in Section 4 of Exhibit B shall be extended by the number of days which elapse between
April ,2024, and the date approved by the City. Except as set forth below, Seller shall deliver
the Property Information to Buyer no later than ten (10) business days after the Effective Date.
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"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 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 three
(3) 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 Earnest Money 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.
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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 expiration of the Due Diligence Period, Buyer determines that the Property
is 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 expiration of the Due Diligence Period, whereupon the
Earnest Money 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 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 expiration of the Due Diligence Period, 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 on or before the Closing Date.
(d) No Pending Suits. To Seller's knowledge, Seller has received no written notice of
any action, suit or proceeding pending or threatened in writing against, by or
affecting Seller or Seller's right to transfer the Property or the title of the Property.
Seller shall promptly,upon receiving any such notice,give Purchaser written notice
thereof.
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(e) No Conflicts. Neither the entry into nor the performance or, or compliance with,
this Agreement(i)has resulted in,or will result in,any violation of,or(ii)is or will
be in conflict with, or (iii) has resulted in, or will result in, the creation or any
mortgage,lien, encumbrance or other charge upon the Property pursuant to,or(iv)
constitutes or will constitute a default under, any permit,judgment, decree, order,
statute,rule or regulation applicable to the Seller or to the Property.
(f) No Conflicting Rights Granted. There are no rights of first refusal, options, or
any other purchase rights in favor of any entity or person(s)which are in force with
respect to the Property.
(g) No Payments Owed Affecting Property. To Seller's knowledge, there are no
contracts affecting the Property.
(h) No Hazardous Materials.Except as set forth in that certain Phase I Environmental
Assessment dated September 8, 2021, prepared by Emerald Environmental, LLC,
Emerald Project No. 2021225, to Seller's knowledge, Seller has not received any
notice,citation,summons,directive,order or other communication,written or oral,
from any governmental or quasi-governmental authority of agency concerning the
presence, generation, treatment, storage, transportation, transfer, disposal, release
or other handling of any Hazardous Materials within, on, from, related to or
affecting the Property. To Seller's knowledge, the Property has never been used
by Seller or any occupant thereof, to generate, treat, store, transport, transfer,
dispose or, release or otherwise handle any Hazardous Materials, except uses of
common commercial materials which may contain Hazardous Materials, provided
such uses complied with applicable laws. "Hazardous Materials" or similar terms
shall mean and include asbestos, asbestos-containing materials, petroleum and
petroleum products, the group of organic compounds known as polychlorinated
biphenyls, and any substances or materials that are regulated, controlled or
prohibited under the Resource Conservation and Recovery Act of 1976("RCRA"),
42 U.S.C. § 690,the Comprehensive Environmental Response, Compensation and
Liability Act of 1980("CERCLA"),42 U.S.C. Sections 9601-9657,as amended by
the Superfund amendments and Reauthorization Act of 1986 ("SARA"), or any
similar State law or local ordinance or any other environmental law, the Federal
Water Pollution Control Act,33 U.S.C.§1251,the Clean Air Act,42 U.S.C. §7401,
the Toxic Substances Control Act("TCSA"), 15 U.S.C. §2601,or any similar State
law or local ordinance, or any other Federal, State or local environmental statutes,
regulations, ordinances or other environmental regulatory requirements.
(i) No Unpaid Bills. To Seller's knowledge,all bills for labor, services,materials and
utilities and taxes which are in any way connected with or arising from the
operation of the Property,or any portion thereof, are current.
(j) Accuracy of Information Provided. All information and documentation
heretofore furnished and made available to Buyer by Seller, if any, with reference
to the Property are, to the best of Seller's knowledge, true and accurate.
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(k) No Proposed Changes to Public. Seller has no actual knowledge of any proposals
to change the location,width, or grade of any public road abutting the Property.
The foregoing representations, warranties, and agreements are true as of the date hereof,
and shall be true as of the date and time of Closing, unless specifically disclosed in writing to
Buyer prior to Closing.
5. Representations and Warranties by Buyer.
(a) Buyer's Authority. Buyer represents and warrants to Seller that Buyer is a limited
liability company, 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 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
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),
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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 ("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 rights of way appurtenant thereto,
7
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 shall have occurred since the Due Diligence
Expiration Date.
(v) The parties have entered into a Development Agreement and 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 in Buyer's sole discretion 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
8
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 and the Earnest Money shall be returned to Buyer.
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) Development Covenant. An executed and acknowledged Development
Covenant (the "Development Covenant") substantially in the form
attached hereto as Exhibit D.
9
(viii) 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
a�ailable 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.
(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,including
the Development Agreement.
(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.
10
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 fmal
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.
(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
11
District")for the 2024 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 fmal.
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
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.
10. Assignment. Buyer may not assign and transfer its rights or delegate its duties
under this Agreement without Seller's prior written consent.
11. 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
12
Attention: Joe Bednar
If to Buyer: Vazquez Holdings,LLC
Attention: Joe C. Vazquez
3303 Gilham Road
Kansas City, MO 64109
Phone: (816) 569-6869
Email:joev@vazquezcc.com
with copy to: G. Steven Ruprecht
2323 Grand Boulevard, Suite 1100
Kansas City, MO 64108
Phone: (816) 292-7010
Email: suprecht@,brlawkc.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.
12. Brokerage Commission. Buyer and Seller acknowledge that other than
Richard Lanning with Midwest Capital Realty Advisors, LLC ("the Broker"), no other brokers,
agents,or other parties are due a brokerage commission or fee as a result of this transaction. Seller
shall be responsible for paying a brokerage commission of three percent(3%)of the purchase price
to the Broker. Buyer shall indemnify,defend and hold Seller harmless from and against any loss,
cost or expense suffered by Seller arising out of any claim or threat of claim of any person,party
or entity (other than Broker) in the nature of a brokerage commission or other similar type
arrangement.
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 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,
13
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 SHALL
GOVERN THE CONSTRUCTION, ENFORCEMENT, INTERPRETATION AND VALIDITY
OF THIS AGREEMENT. THE OBLIGATIONS OF THE PARTIES ARE PERFORMABLE,
AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS AGREEMENT SHALL
LIE, IN PLATTE COUNTY, MISSOURI. 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 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"
14
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. 1031 Exchange. The parties agree to execute any documents necessary at or prior
to Closing upon the request of the other party should the other party decide to affect a tax deferred
exchange or reverse exchange pursuant to Section 1031 of the Internal Revenue Code; provided,
however,the party affecting the exchange shall indemnify and hold the other party harmless from
and against any claims,actions, liability and expense in connection with each such exchange.
27. 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
D. Exhibit D—Form of Development Covenant
[Remainder of Page Left Intentionally Blank; Signature Page Follows]
15
•
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 RSIDE,MISSO
By: •
leen L.Rose,Mayo
Date: Okij3):-S ,)6 y.1°att..
ATTEST:
_ r� .
By, 4
:Robin King d'City Clerk
16
SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the
Effective Date.
BUYER:
Vazquez Holdings,LLC,
a Missouri limited liability company
By:
Name: azqu z
Title: r -
Date: 04/12/2024
17
EXHIBIT A
Property Legal Description [to be confirmed by title]
LOT 7,40 WEST AT HORIZONS,A REPLAT OF TRACT"A",REPLAT OF DOORLINK, I ST
PLAT, IN THE CITY OF RIVERSIDE, PLATTE COUNTY, MISSOURI.
18
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. An industrial building of approximately 51,000 square feet 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 Riverside Logistics Centre#1 at
41st and Mattox,currently occupied by Bunzl and Orange EV.
4. The Purchaser agrees to utilize its best efforts to pull the permits for its construction on or
before December 31,2024 and to commence construction by March 15,2025;provided,however,
that Seller and Purchaser 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 fmal 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
19
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 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.
20
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.
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
21
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 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.
22
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 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-'/2) 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
23
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 landscape 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.
Common Area side or Building Rear: 1 Shade Tree (2-1/2" cal.) or
Evergreen Tree (8' ht) for every 50 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.
• Parking lot screening is encouraged where green space exists.
Screening should be shrubs 3' in height not to exceed 20% of the
total frontage.
Building Foundation: Building foundations should be landscaped at
building entries and sides 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,
24
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.
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.
25
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
26
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:
(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.
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 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]
27
IN WITNESS WHEREOF,Grantor has caused these presents to be signed as of the day and
year first above written.
GRANTOR
CITY OF VERSIDE, MISSOURI
B i'l�h��'(-1
Y�
Kathlee . Rose, Mayor
ATTEST:
By:
City Clerk
•
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS /4, day of et.flia ,2Q4,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.
ROBIN L KINCMD
NOTARY PUBLIC•NOTARY SEAL
STATE OF MISSOURI
MYCOMMASSSIION BORES MARCH 8,2027 Notary Public ignature
NTON COUNTY
(Seal) COMMISSION 815390631 /� a . �,
IN L IN Ca. CI
Printed or Typed Name
My Commission Expires: fkaA ' a 7
28
EXHIBIT D
Form of Development Covenant
Return Recorded Document to:
City of Riverside
Attn. Sarah Wagner
2950 NW Vivion Rd
Riverside, MO 64150
COVER PAGE FOR RECORDING
1. Title of Document: Declaration of Development Covenant
2. Date of Document: ,2024
3. Grantor's Names and Address: City of Riverside,Missouri
2950 NW Vivion Road
Riverside, MO 64150
4. Grantee's Name and Address: Vazquez Holdings, LLC
3330 Gillham Rd
Kansas City, MO 64109
5. Legal Description/Address: All of Lot 7, 40 West at Horizons, a Replat of Tract
"A", Replat of Doorlink l st Plat, in the City of
Riverside, Platte County, Missouri, according to the
recorded plat thereof
29
DECLARATION OF DEVELOPMENT COVENANT
This Declaration of Development Covenant(the "Declaration") is made this day
of ,2024,by the City of Riverside, Missouri("City"or"Declarant").
WHEREAS, Vazquez Holdings, LLC, a Missouri limited liability company ("Vazquez"),
and the City are parties(the"Parties")to a certain Purchase and Sale Agreement("PSA")pursuant
to which the City agreed to sell to Vazquez,and Vazquez agreed to purchase,certain real property
located in Platte County,Missouri,as more particularly described as follows:
All of Lot 7,40 West at Horizons,a Replat of Tract"A",Replat of Doorlink 1st Plat,
in the City of Riverside, Platte County, Missouri, according to the recorded plat
thereof(the"Property"); and
WHEREAS, in furtherance of the terms of the PSA, Declarant desires to: (1)promote the
development of the Property to insure that the Property is developed in the best economic interest
and to the benefit of trade and commerce and the health of the inhabitants of the City; (2)protect
the value and condition of the Property; and (3) require that the Property be owned, sold and
conveyed subject to the restrictions and covenants set forth herein.
NOW, THEREFORE, the Declarant hereby encumbers the Property with the following
notices, covenants and restrictions:
1. The foregoing recitals are hereby incorporated into this Declaration and made a part
hereof by this reference.
2. The Declaration shall run with the land and shall be binding on Declarant and all
persons and entities now owning or hereafter acquiring any right, title, lien or interest in the
Property.
3. The Property shall be held,transferred,sold and conveyed subject to the covenants,
conditions and restrictions hereinafter set forth,which covenants,conditions and restrictions shall
run with the Property and with the title to the Property and shall be binding on all parties having
or acquiring any right, title or interest in the Property or any part thereof, whether in fee simple,
by mortgage or deed of trust,as an easement holder,tenant or otherwise, subject to the limitations
herein provided.
4. Declarant and any other person or entity subsequently acquiring a fee simple estate
in the Property or any portion thereof(each, including Declarant, an "Owner") shall cause any
lease, grant, or other transfer of any interest in the Property to include in the lease, deed or other
•
instrument of conveyance a provision providing notice of the restrictions set forth in this
Declaration (the"Restrictions") and expressly requiring compliance with them. Notwithstanding
this notice requirement,the failure of any Owner to provide such notice shall not affect the validity,
operation or enforceability of the Restrictions as to any grantee,tenant,mortgagee or other person
or entity acquiring any right,title, lien or interest in the Property.
5. The Restrictions may be enforced by proceedings at law or in equity by any Owner
(including the Declarant even after it has conveyed its entire interest in the Property) against any
person or persons violating any of the Restrictions.
6. The Restrictions shall not be amended,modified,or terminated except by a written
instrument executed by and among all Owners and the City at the time of the proposed amendment,
30
modification, or termination. In the event that vertical construction of a building in compliance
with the provisions of this Declaration is completed prior to December 31, 2025, then the Owner
shall execute and record against title to the Property a writing approved by the City validly
evidencing the satisfaction of the development covenant set forth in this Declaration and,thus,the
termination of any future obligations to make PILOT Payments. Within thirty (30) days of
executing such an amendment,modification,or termination of these restrictions,the Owner of the
largest portion of the Property shall record such amendment,modification,or termination with the
County Recorder of Deeds and,within thirty(30)days thereafter,such Owner shall provide a copy
of the recorded amendment,modification or termination to any other Owner.
7. The Property is subject to the following activity and use restrictions:
(a)Owner shall commence or cause the commencement of vertical construction on
or before March 15, 2025, and thereafter shall diligently pursue such construction to
completion by no later than December 31, 2025, of an industrial building having not less
than fifty-one thousand(51,000) square feet in adherence to the standards and regulations
approved and adopted by the City's Ordinance No. ,passed and approved
by a majority of the Board of Alderman and approved by the Mayor of the City on
, 202_, and
(b)subject to the other restrictions of this Declaration,Owner shall pay to the City
on January 15,2026, and on the same day of each subsequent month,approximately Eight
Thousand, Three Hundred Thirty-Three and 34/100 Dollars ($8,333.34) as a payment in
lieu of taxes concerning the Property (each a "PILOT Payment"), unless such vertical
construction has been completed before any such date upon which any such PILOT
Payment becomes payable,and such amount will be increased annually by 2%;
(c) In no event shall more than ( )PILOT Payments be payable
pursuant to this Declaration;
(d) In the event a building having less than fifty-one thousand (51,000) square
feet is constructed (but such building is constructed otherwise in compliance with the
provisions of this Declaration), then the amount of any PILOT Payments otherwise
becoming payable after the completion of such construction shall be equal to the product
of (i) Eight Thousand, Three Hundred Thirty-Three and 34/100 Dollars ($8,333.34),
multiplied by(ii)a fraction, the numerator of which is the square footage of such building
as constructed,and the denominator of which is fifty-one thousand(51,000). For example,
in the event no building is constructed on the Land prior to December 31, 2025, then
()PILOT Payments of Eight Thousand,Three Hundred Thirty-Three and 34/100
Dollars($8,333.34)shall be payable,with the first such payment being payable on January
15,2026,subsequent payments being payable on the fifteenth(15th)day of each succeeding
month,and the last payment being payable on ,202_.
8. Owner shall not be required to perform any covenant or obligation set forth in this
Declaration so long as the performance or non-performance of the covenant or obligation is
delayed, caused or prevented by an act of God, force majeure or by the City. An "act of God" or
"force majeure" is defined for purposes of this Section as strikes, lockouts, sitdowns, material or
labor restrictions by any governmental authority, pandemics,unusual transportation delays,riots,
floods, washouts, explosions, earthquakes, fire, storms, weather (including wet grounds or
inclement weather which prevents construction),acts of the public enemy,wars,insurrections and
31
any other cause not reasonably within the control of Owner and which by the exercise of due
diligence Owner is unable,wholly or in part, to prevent or overcome.
[remainder of page intentionally left blank]
32
IN WITNESS WHEREOF, the Declarant has caused this Declaration to be duly executed under
due authority the day and year first above written.
THE CITY OF ' VERSIDE,MISSOURI
By: i loor .. -IA..J .L__
Name: athleen L. Rose
Title: Mayor
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS no—day of 2024, before me, the undersigned, a Notary
Public in and for said County and te, 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 public 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 Authority, and that said
instrument was signed and sealed in behalf of said Authority by free act and deed of said Authority.
WITNESS my hand and official seal in the County and State aforesaid,the day and year
first above written.
ROBIN L-NOTARY
AIR
NOTARY PUBLIC SEAL
STATE OF MISSOURI
tK�NTON 2or17 lary Public Sig9ature
(Seal) COMMtSSION1#15390631 i ti L .
Printed or Typed Name
My Commission Expires: )(k .�g' 7
33
EXHIBIT C
SPECIAL WARRANTY DEED
Form of Special Warranty Deed from ('its 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
5
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:
(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.
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 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]
6
IN WITNESS WHEREOF,Grantor has caused these presents to be signed as of the day and
year first above written.
GRANTOR
CITY OF RIVERSIDE, MIS OURI
•
fy'
By.
Kathl ex L. Rose, Mayor
ATTEST:• •
B .
City Clerk
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS f/?day of 2Q, '7 before me,the undersigned, a Notary
Public in and for said County an 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.
ROBIN NOTARY
NOTARY PUBLIC- SEAL
STATE OF MISSOUW
MY COIAMISSION EXPIRES MARCH 8,2027 Notary Public ignature
(Seal) CUNTON COUNTY
COMMISSION f15390631 L. /A £ Q
Printed or Typed Name
My Commission Expires: )(GA cAg' ac-)a
7
EXHIBIT D
Form of Development Covenant
Return Recorded Document to:
City of Riverside
Attn: Sarah Wagner
2950 NW Vivion Rd
Riverside,MO 64150
COVER PAGE FOR RECORDING
1. Title of Document: Declaration of Development Covenant
2. Date of Document: ,2024
3. Grantor's Names and Address: City of Riverside, Missouri
2950 NW Vivion Road
Riverside,MO 64150
4. Grantee's Name and Address: Vazquez Holdings, LLC
3330 Gillham Rd
Kansas City, MO 64109
5. Legal Description/Address: All of Lot 7, 40 West at Horizons, a Replat of Tract
"A", Replat of Doorlink Pt Plat, in the City of
Riverside, Platte County, Missouri, according to the
recorded plat thereof
8
DECLARATION OF DEVELOPMENT COVENANT
This Declaration of Development Covenant(the"Declaration")is made this day
of ,2024,by the City of Riverside, Missouri("City"or"Declarant").
WHEREAS,Vazquez Holdings, LLC, a Missouri limited liability company ("Vazquez"),
and the City are parties(the"Parties")to a certain Purchase and Sale Agreement("PSA")pursuant
to which the City agreed to sell to Vazquez,and Vazquez agreed to purchase,certain real property
located in Platte County,Missouri, as more particularly described as follows:
All of Lot 7,40 West at Horizons,a Replat of Tract"A",Replat of Doorlink 1st Nat,
in the City of Riverside, Platte County, Missouri, according to the recorded plat
thereof(the"Property"); and
WHEREAS, in furtherance of the terms of the PSA, Declarant desires to: (1)promote the
development of the Property to insure that the Property is developed in the best economic interest
and to the benefit of trade and commerce and the health of the inhabitants of the City; (2) protect
the value and condition of the Property; and (3) require that the Property be owned, sold and
conveyed subject to the restrictions and covenants set forth herein.
NOW, THEREFORE, the Declarant hereby encumbers the Property with the following
notices, covenants and restrictions:
1. The foregoing recitals are hereby incorporated into this Declaration and made a part
hereof by this reference.
2. The Declaration shall run with the land and shall be binding on Declarant and all
persons and entities now owning or hereafter acquiring any right, title, lien or interest in the
Property.
3. The Property shall be held,transferred,sold and conveyed subject to the covenants,
conditions and restrictions hereinafter set forth,which covenants, conditions and restrictions shall
run with the Property and with the title to the Property and shall be binding on all parties having
or acquiring any right, title or interest in the Property or any part thereof, whether in fee simple,
by mortgage or deed of trust,as an easement holder, tenant or otherwise, subject to the limitations
herein provided.
4. Declarant and any other person or entity subsequently acquiring a fee simple estate
in the Property or any portion thereof(each, including Declarant, an "Owner") shall cause any
lease, grant, or other transfer of any interest in the Property to include in the lease, deed or other
instrument of conveyance a provision providing notice of the restrictions set forth in this
Declaration(the"Restrictions") and expressly requiring compliance with them. Notwithstanding
this notice requirement,the failure of any Owner to provide such notice shall not affect the validity,
operation or enforceability of the Restrictions as to any grantee,tenant,mortgagee or other person
or entity acquiring any right,title, lien or interest in the Property.
5. The Restrictions may be enforced by proceedings at law or in equity by any Owner
(including the Declarant even after it has conveyed its entire interest in the Property) against any
person or persons violating any of the Restrictions.
6. The Restrictions shall not be amended,modified,or terminated except by a written
instrument executed by and among all Owners and the City at the time of the proposed amendment,
modification, or termination. In the event that vertical construction of a building in compliance
•
with the provisions of this Declaration is completed prior to December 31, 2025, then the Owner
shall execute and record against title to the Property a writing approved by the City validly
evidencing the satisfaction of the development covenant set forth in this Declaration and,thus,the
termination of any future obligations to make PILOT Payments. Within thirty (30) days of
executing such an amendment,modification,or termination of these restrictions,the Owner of the
largest portion of the Property shall record such amendment,modification,or termination with the
County Recorder of Deeds and,within thirty(30)days thereafter,such Owner shall provide a copy
of the recorded amendment,modification or termination to any other Owner.
7. The Property is subject to the following activity and use restrictions:
(a)Owner shall commence or cause the commencement of vertical construction on
or before March 15, 2025, and thereafter shall diligently pursue such construction to
completion by no later than December 31, 2025, of an industrial building having not less
than fifty-one thousand(51,000) square feet in adherence to the standards and regulations
approved and adopted by the City's Ordinance No. ,passed and approved
by a majority of the Board of Alderman and approved by the Mayor of the City on
, 202_, and
(b)subject to the other restrictions of this Declaration,Owner shall pay to the City
on January 15,2026,and on the same day of each subsequent month,approximately Eight
Thousand, Three Hundred Thirty-Three and 34/100 Dollars ($8,333.34) as a payment in
lieu of taxes concerning the Property (each a "PILOT Payment"), unless such vertical
construction has been completed before any such date upon which any such PILOT
Payment becomes payable, and such amount will be increased annually by 2%;
(c) In no event shall more than ( )PILOT Payments be payable
pursuant to this Declaration;
(d) In the event a building having less than fifty-one thousand(51,000) square
feet is constructed (but such building is constructed otherwise in compliance with the
provisions of this Declaration), then the amount of any PILOT Payments otherwise
becoming payable after the completion of such construction shall be equal to the product
of (i) Eight Thousand, Three Hundred Thirty-Three and 34/100 Dollars ($8,333.34),
multiplied by(ii)a fraction,the numerator of which is the square footage of such building
as constructed,and the denominator of which is fifty-one thousand(51,000). For example,
in the event no building is constructed on the Land prior to December 31, 2025, then
( )PILOT Payments of Eight Thousand,Three Hundred Thirty-Three and 34/100
Dollars($8,333.34)shall be payable,with the first such payment being payable on January
15,2026,subsequent payments being payable on the fifteenth(15th)day of each succeeding
month,and the last payment being payable on ,202_.
8. Owner shall not be required to perform any covenant or obligation set forth in this
Declaration so long as the performance or non-performance of the covenant or obligation is
delayed, caused or prevented by an act of God, force majeure or by the City. An "act of God" or
"force majeure" is defined for purposes of this Section as strikes, lockouts, sitdowns, material or
labor restrictions by any governmental authority, pandemics, unusual transportation delays, riots,
floods, washouts, explosions, earthquakes, fire, storms, weather (including wet grounds or
inclement weather which prevents construction),acts of the public enemy,wars,insurrections and
any other cause not reasonably within the control of Owner and which by the exercise of due
diligence Owner is unable,wholly or in part,to prevent or overcome.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Declarant has caused this Declaration to be duly executed under
due authority the day and year first above written.
THE CITY OF RIVERSIDE,MISSO
By:
Name: athleen L. Rose
Title: Mayor
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS/0'day of , 2024, before me, the undersigned, a Notary
Public in and for said County and te,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 public 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 Authority, and that said
instrument was signed and sealed in behalf of said Authority by free act and deed of said Authority.
WITNESS my hand and official seal in the County and State aforesaid,the day and year
first above written.
ROBIN L•NOT
.K/
NOTARY PUBLIC•NOTARR Y SEAL ���/�
STATE OF IAISSOURI
MYCOMMISSION EXPIRES MARCH 8,2027 Notfry Public Signature
Seal) CO CLINTON COUNTY = 1 6
( MMISSION�IN5390631 "1`.ob-�N 1"��Nar� O
Printed or Typed Name
My Commission Expires: At
Ctlak/ g./_lea 7
Holdings, LLC
3303 Gillham Road, Kansas City, Missouri 64109
Office: 816-569-6869 .., Fax: 816-569-6154
Date: 10/08/2024
VIA CERTIFIED MAIL RETURN
RECEIPT REQUESTED: 7022 0410 0003 4923 1756
The City of Riverside, Missouri
Attn: City Administrator
City Hall
2950 N.W. Vivion Road
Riverside, MO 64150
VIA CERTIFIED MAIL RETURN
RECEIPT REQUESTED: 9589 0710 5270 2171 0579 89
Spencer Fane LLP
Attn: Joe Bednar
1000 Walnut, Suite 1400
Kansas City, MO 64106-2140
RE: NOTICE OF TERMINATION OF PURCHASE AND SALE AGREEMENT
For Lot 7 of the 40 West at Horizons Subdivision
Dear Mr. Koral:
Thank you for your time this morning and understanding our current circumstances. As we
discussed, due to unexpected soil conditions and other reasons, the Property is not suitable for Vazquez
Holdings, LLC intended use and we were unable to obtain financing under terms acceptable to us. As a
consequence,Vazquez Holdings, LLC does hereby give notice of the termination of its Purchase and Sale
Agreement effective as of April 12, 2024, as amended by the First Amendment to Purchase and Sale
Agreement.
Sincerely,
VAZQUEZ HOLDINGS,LLC
By:
Joe C. Vazquez