HomeMy WebLinkAbout2018 Authorizing and Approving the Sale, Lease and Transfer of Certain Real Properties By and Between the City, Luke Draily Construction Co, Inc. and 157 Riverside, LLC Execution Version
BILL NO. 2024-047 ORDINANCE NO. owvg
AN ORDINANCE AUTHORIZING AND APPROVING THE SALE, LEASE AND TRANSFER OF
CERTAIN REAL PROPERTIES BY AND BETWEEN THE CITY OF RIVERSIDE, MISSOURI,
LUKE DRAILY CONSTRUCTION COMPANY, INC., AND 157 RIVERSIDE, 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 8 of the 40 West at Horizons Subdivision, Riverside MO, and further described on
Exhibit A attached hereto and incorporated herein by this reference (the "City Site"); and
WHEREAS, 157 Riverside, LLC, a Missouri limited liability company ("157 Riverside") owns
certain real property, commonly known as 75 NW Business Park Lane, Riverside, MO, and further
described on Exhibit B attached hereto and incorporated herein by this reference (the "157
Riverside Site"); and
WHEREAS, 157 RIVERSIDE desires to purchase the City Site and construct a new building on
the City Site to be utilized as the headquarters for Luke Draily Construction Company, Inc. ("Luke
Draily") (the "157 Riverside Proposal"), and the City desires to purchase the 157 Riverside Site
and lease the 157 Riverside Site to Luke Draily, while 157 Riverside constructs the new building
on the City Site (the "City Proposal"); and
WHEREAS, the City is prepared to purchase the 157 Riverside Site from 157 Riverside pursuant
to a Purchase and Sale Agreement, the form of which is attached as Exhibit C, attached hereto
and incorporated herein, and for the consideration of One Million, Three Hundred Thousand and
No/100 Dollars ($1,300,000.00), and to further execute a Lease, the form of which is attached as
Exhibit D, attached hereto and incorporated herein,to lease the 157 Riverside Site to Luke Draily
for its use until the new building is constructed on the City Site; and
WHEREAS, 157 Riverside is prepared to purchase the City Site from the City pursuant to a
Purchase and Sale Agreement, the form of which is attached as Exhibit E, attached hereto and
incorporated herein, and for the consideration of Four Hundred Sixteen, Six Hundred Thirty-One
and 55/100 Dollars ($416,631.55); and
WHEREAS, the transfer of the City Site by the City to 157 Riverside shall be on an "as is, where
is" basis, by Special Warranty Deed, the form of which is attached hereto as Exhibit F, with no
representations and warranties from the City except as set forth in the Purchase and Sale
Agreement, and the transfer of the 157 Riverside Site by 157 Riverside to the City shall be on an
"as is, where is" basis, by Special Warranty Deed,the form of which is attached hereto as Exhibit
G, with no representations and warranties from 157 Riverside except as set forth in the Purchase
and Sale Agreement, and the transaction is also contingent upon the parties entering into a Lease
in substantially the same form as that attached hereto and incorporated herein as Exhibit D (the;
and
WHEREAS, the Board of Aldermen find that the 157 Riverside Proposal submitted by Buyer and
the City Proposal fulfill 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 these Purchase and Sale Agreements,
and the transfers of the 157 Riverside Site and the City Site by Special Warranty Deed in
substantially the same form as Exhibit F and Exhibit G attached hereto and incorporated herein,
to Buyer, and subject to the Development Covenant in substantially the same form as Exhibit H
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 AND APPROVAL. The Board of Aldermen find
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 sell the City Site to 157 Riverside, LLC, pursuant to a
Purchase and Sale Agreement, the form of which is attached as Exhibit E, attached hereto and
incorporated herein, and for the consideration of Four Hundred Sixteen, Six Hundred Thirty-One
and 55/100 Dollars($416,631.55), and to purchase the 157 Riverside Site pursuant to a Purchase
and Sale Agreement, the form of which is attached as Exhibit C, attached hereto and
incorporated herein, for the consideration of One Million, Three Hundred Thousand and No/100
Dollars ($1,300,000.00), and to lease the 157 Riverside Site to Luke Draily, pursuant to a Lease,
the form of which is attached as Exhibit D, attached hereto and incorporated herein while 157
Riverside constructs a new building on the City Site. Sale of the City Site to 157 Riverside, and
the purchase of the 157 Riverside Site from 157 Riverside, and the lease of the 157 Riverside
Site to Luke Draily for the consideration and on substantially the same terms and conditions as
set forth in the Purchase and Sale Agreements, and the proposed Lease, and subject to the
Development Covenant in substantially the same form as Exhibit H attached hereto and
incorporated herein, and the transfer of the City Site by Special Warranty Deed, in substantially
the same form as Exhibit F, and the acceptance of the transfer of the 157 Riverside Site by
Special Warranty Deed, in substantially the same form as Exhibit G, attached hereto and
incorporated herein, is hereby approved.
SECTION 2—TERMINATION IF NOT EXECUTED WITHIN 30 DAYS OF APPROVAL. The City
reserves the right to terminate the Agreement in the event it is not fully executed within thirty(30)
days of approval by the City.
SECTION 3 -- AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the
various Agreements in substantially the same form attached hereto as Exhibit C, Exhibit D,
Exhibit E, Exhibit F, and Exhibit H, 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 4— 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 61 h day of August 2024.
C1)14 -4-4-4_.)
Kath en L. Rose, Mayor
ATTEST: � �)
fix /
Robin Kincaid, City Clerk
Approves form:
Spencer ne
Spec' Counsel to City
by Jo Bedn
BE IT REMEMBERED that the above was read two times by heading only, PASSED AND
APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of
Riverside, Missouri, this 6th day of August 2024.
/a7M-taA/‘) Xifki •}
Kath een L. Rose, Mayor
•
• ;ATTEST: A. ,
•
Robin Kincaid, ity Clerk
Approved as to form:
Spencer Fane LLP,
Special Counsel to the City
by Joe Bednar
EXHIBIT A
LEGAL DESCRIPTION OF CITY SITE
LOT 8, 40 WEST AT HORIZONS, A REPLAT OF TRACT "A", A REPLAT OF DOORLINK, 1st
PLAT, IN THE CITY OF RIVERSIDE, PLATTE COUNTY, MISSOURI.
EXHIBIT B
LEGAL DESCRIPTION OF 157 RIVERSIDE SITE
[to be confirmed by title work]
75 NW Business Park Lane, Riverside, MO 64150
Tax Parcel ID 23-2.0-04-400-008-006.000
EXHIBIT C
157 RIVERSIDE PURCHASE AND SALE AGREEMENT TO CITY
Execution Version
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the
Effective Date (hereinafter defined), by and between 157 RIVERSIDE, LLC, a limited liability
company duly organized and validly existing and in good standing under the laws of the State of
Missouri ("157 Riverside"), and 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"Buyer") (collectively the"Parties").
RECITALS:
A. 157 Riverside is the fee owner of certain real property situated in Riverside, Platte
County, Missouri, commonly known as 75 NW Business Park Lane, Riverside, MO and further
described on Exhibit A attached hereto and incorporated herein by this reference, and as depicted
on the site plan attached hereto (the"Property").
B. Buyer desires to purchase, and the City Staff("Staff') recommends the purchase
to Buyer, and the Board of Aldermen of the City pursuant to Ordinance No. ,having
determined this Agreement will fulfill a public purpose, further the growth of the City, facilitate
the development of Riverside,improve the environment of the City,increase the assessed valuation
of the real estate situated within the City,increase the TIF tax revenues realized by the City,foster
increased economic activity within the City, increase employment opportunities within the City,
and otherwise be in the best interests of the City by furthering the health,safety,and welfare of its
residents and taxpayers, has authorized this sale of the Property pursuant to this Agreement upon
and subject to the terms and conditions hereinafter set forth.
C. 157 Riverside and the City have simultaneously entered into that certain Purchase
and Sale Agreement,dated of even date herewith,for the purchase by 157 Riverside of certain real
property commonly known as Lot 8 as more particularly described therein(the"Lot 8 Contract").
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, 157 Riverside and Buyer hereby agree as follows:
1. Sale of the Property. 157 Riverside agrees to sell to Buyer, and Buyer agrees to
purchase from 157 Riverside,all of 157 Riverside's right,title and interest in and to the Property,
upon and subject to the terms and conditions hereinafter set forth.
(a) Buyer Right to Cancel. Buyer reserves the right to terminate this Agreement in the
event it is not fully executed within thirty(30) days of approval by the City.
2. Purchase Price. Buyer shall pay to 157 Riverside, as consideration for the
purchase of the Property, the sum ("Purchase Price") of One Million, Three Hundred Thousand
and 00/100 Dollars($1,300,000.00). The Purchase Price shall be payable as follows:
(a) 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.
3. Conditions Precedent to Closing. Buyer shall have ninety (90) days from the
Effective Date to determine whether the Property is suitable for Buyer's intended use (the "Due
Diligence Period"). Buyer's obligation to consummate the transaction contemplated by this
Agreement shall be subject to Buyer's satisfaction or waiver, in Buyer's sole discretion, of all of
the matters in Sections 3(a) and 3(b) (the "Due Diligence Items") affecting or related to the
Property,on or before the date that is ninety(90)days after the Effective Date(the"Due Diligence
Expiration Date"). Except as set forth below, 157 Riverside shall deliver the Property
Information to Buyer no later than ten (10) business days after the Effective Date. "Property
Information" shall mean any existing title, survey, and environmental reports in 157 Riverside'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
157 Riverside's possession.
(a) Title/Survey. Within fifteen(15)days after the Effective Date, 157 Riverside shall
furnish to Buyer, at 157 Riverside'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 Coffelt Land Title, Inc., 401
Lexington, Harrisonville, MO 64701, Attention: L. Kent Shelman, Phone (816)
581-2221 (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, 157 Riverside 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 157 Riverside. 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 157 Riverside, in writing,
on or before the Due Diligence Expiration Date("Title Notice Date").
If Buyer timely notifies 157 Riverside of any Objections to Title/Survey on or
before the Title Notice Date, 157 Riverside shall have the right to notify Buyer in
writing ("157 Riverside's Response") within seven (7) business days following
157 Riverside's receipt of Buyer's Objections to Title/Survey ("157 Riverside's
Response Period") that: (i) 157 Riverside will cure the Objections to Title/Survey
at or prior to Closing, or (ii) 157 Riverside will not cure any or certain specified
Objections to Title/Survey. 157 Riverside must cure or satisfy all Schedule B-1
requirements. Except as may be specifically provided in this Section 3, 157
Riverside shall be under no obligation to cure any Objections to Title/Survey.
In the event 157 Riverside fails to provide 157 Riverside's Response to Buyer
during 157 Riverside's Response Period or,upon timely providing 157 Riverside's
Response, 157 Riverside indicates that 157 Riverside is unable or unwilling to cure
or otherwise satisfy all of Buyer's Objections to Title at or prior to Closing,Buyer
2
shall have the right to notify 157 Riverside within three (3) days following the
expiration of 157 Riverside'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 neither party shall have any
further rights or obligations to the other hereunder,subject to any obligations which
expressly survive termination of this Agreement. In the event that either the Title
Commitment or Survey is updated, Buyer shall have seven(7)business days after
the receipt of any updates to object to any new matters.
Matters disclosed by the Commitment or the Survey prior to the Due Diligence
Expiration Date which are not objected to by Buyer in a timely manner or which
are objected to but which are waived by Buyer shall constitute "Permitted
Encumbrances"(as shall any overlaps,encroachments and boundary line disputes
which would be revealed by an accurate ALTA/NSPS survey. Failure of Buyer to
notify 157 Riverside in writing of any objectionable title or survey matter within
the time periods prescribed herein shall constitute an election by Buyer's election
to take title to the Property subject to such title and survey matters as are disclosed
by the Commitment and the Survey.
If prior to the Due Diligence Expiration Date, Buyer determines that one or more Due
Diligence Items are unacceptable to Buyer or that the Property is not suitable for Buyer's intended
use thereof,then Buyer may,in its sole and absolute discretion,terminate this Agreement by giving
written notice of termination to 157 Riverside on or before the Due Diligence Expiration Date,
whereupon neither party shall have any further obligation to each other except for those matters
which survive termination of this Agreement. If Buyer does not give such notice of termination
on or before the Due Diligence Expiration Date,Buyer shall be deemed to have waived its right to
terminate this Agreement pursuant to this Section, and the Agreement shall remain in full force
and effect.
4. Representations and Warranties by 157 Riverside. 157 Riverside represents
and warrants to Buyer as follows:
(a) 157 Riverside's Authority. 157 Riverside represents and warrants to Buyer that
157 Riverside is a limited liability company, duly organized and validly existing
and in good standing under the laws of the State of Missouri; that 157 Riverside
has the requisite power and authority to enter into this Agreement and the 157
Riverside's Closing Deliveries(as herein defined); such documents have been duly
authorized by all necessary action on the part of 157 Riverside and have been or
will be duly executed and delivered; that the execution, delivery and performance
by 157 Riverside of such documents will not conflict with or result in violation of
157 Riverside's organizational documents, or any judgment,order or decree of any
court or arbiter to which 157 Riverside is a party; such documents are valid and
binding obligations of 157 Riverside,and are enforceable against 157 Riverside in
accordance with their terms.
3
(b) Title to Property. 157 Riverside 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.
(c) No New Encumbrances or Leases. Unless 157 Riverside has obtained Buyer's
prior written approval, 157 Riverside will not lease or otherwise encumber the
Property following the Effective Date hereof unless this Agreement is terminated
prior to Closing.
(d) Office of Foreign Assets Control Issues.
(i) 157 Riverside represents and warrants that 157 Riverside and each person
or entity owning an interest in 157 Riverside:
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/ofachllsdn.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 157 Riverside constitute property of,or
are beneficially owned, directly or indirectly, by any Seller Embargoed
Person(as hereinafter defined),
A. no Seller Embargoed Person has any interest of any nature
whatsoever in 157 Riverside(whether directly or indirectly),
B. 157 Riverside 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 "Seller
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 157 Riverside is
prohibited by law or 157 Riverside is in violation of law.
(iii) 157 Riverside also shall require, and shall take reasonable measures to
ensure compliance with the requirement,that no person who owns any other
direct interest in 157 Riverside is or shall be listed on any of the Lists or is
4
or shall be a Seller Embargoed Person. This Section shall not apply to any
person to the extent that such person's interest in the 157 Riverside is
through a U.S.publicly traded entity.
5. Representations and Warranties by Buyer.
(a) Authority. Buyer is a fourth-class city and political subdivision duly organized
and existing under the laws of the State of Missouri; Buyer has the requisite power
and authority to enter into and perform this Agreement and Buyer's Closing
Documents (as herein defined); such documents have been or will be duly
authorized by all necessary action on the part of Buyer and have been or will be
duly executed and delivered.
(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.
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,and so long as the parties
are simultaneously closing on the Lot 8 Contract. 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
157 Riverside:
(i) The representations and warranties of 157 Riverside set forth in Article 4
hereof shall be, in all material respects, true and complete.
(ii) 157 Riverside shall have performed all of the obligations required to be
performed by 157 Riverside 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,
on ALTA Form B,with such endorsements and in such forms as Buyer shall
reasonably require, with exception only for the lien of general real estate
5
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 agreed that the simultaneous closing of the purchase of Lot
8 by 157 Riverside from the City pursuant to the Lot 8 Contract is a
condition to this Agreement.
(c) 157 Riverside's Closing Conditions Precedent. 157 Riverside's obligation to
consummate the transaction contemplated by this Agreement shall be subject to
satisfaction or waiver of each of the following conditions ("157 Riverside's
Closing Conditions Precedent"),but 157 Riverside shall have the unilateral right
to waive, in whole or in part, any 157 Riverside'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.
In the event Buyer's Closing Conditions Precedent or 157 Riverside's Closing Conditions
Precedent,as the case may be,have not been satisfied or waived as of the scheduled Closing Date,
and provided the failure to satisfy or waive any such condition is not attributable to a breach or
default of this Agreement by its own actions, either Buyer or 157 Riverside 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.
7. Closing Deliveries.
(a) 157 Riverside's Closing Documents. On the Closing Date, 157 Riverside 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,"157 Riverside's Closing Documents"):
(i) Deed. An executed and acknowledged Special Warranty Deed substantially
in the form attached hereto as Exhibit B(the"Deed")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.
6
(iii) Seller's Affidavit. An Affidavit of 157 Riverside 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 157 Riverside 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 157 Riverside's authority to
consummate the sale of the Property as is contemplated in this Agreement
or as Buyer or Title Company may reasonably request.
(vi) 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 157 Riverside the following
(collectively, "Buyer's Closing Deliveries"):
(i) Purchase Price. The Purchase Price, by wire transfer of immediately
available funds, subject to adjustments and prorations as provided herein.
(ii) Title Documents. Such affidavits of Buyer, transfer declarations,
resolutions of Buyer or other documents as may be reasonably required by
Title Company in order to record the Deed and issue the title insurance
policy required by this Agreement, fully executed and in notarized, where
required.
(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 157 Riverside 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.
(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 157 Riverside, its legal counsel, or Title Company.
(c) Buyer's and 157 Riverside's Closing Documents. On the Closing Date, 157
Riverside and Buyer shall jointly execute and deliver the following:
7
(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 157 Riverside, and the disbursement of funds to, or at the
direction of, 157 Riverside.
(ii) Miscellaneous. Such other documents, instruments and affidavits as shall
be necessary to consummate the transaction contemplated hereby.
(d) Escrow Closing. This transaction shall be closed through an escrow with the
escrow department of the Title Company,in accordance with the general provisions
of the Title Company's usual form of escrow agreement, if any, with special
provisions as may be required to conform to this Agreement. Upon the creation of
such escrow,payment of the Purchase Price and delivery of the Deed shall be made
through the escrow. This Agreement shall not be merged into or in any manner
superseded by the escrow agreement.
8. Adjustment and Prorations. 157 Riverside 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 157 Riverside,and shall be
final and not adjusted post-Closing.To the extent the land comprising the Property
is combined with any other property for tax assessment purposes, the prorations
shall be made on a relative square foot basis, provided, however, that no
improvements located on such other land shall be considered when calculating the
portion of Taxes or any assessments attributable to the Property. All special taxes
or assessments made or assessed on or before the Closing Date shall be paid by 157
Riverside 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, 157 Riverside 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. 157 Riverside 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.
Buyer shall pay all costs with respect to preparation of the Survey.
(c) Closing Costs and Expenses. All other closing costs and expenses shall be split
equally between 157 Riverside and Buyer, except as otherwise provided herein.
8
(d) 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.
Except as otherwise expressly provided in this Agreement, all prorations provided for
herein shall be final.
9. Default.
(a) Except as herein provided, in the event that Buyer fails to consummate the
transactions contemplated herein for any reason, except due to 157 Riverside's
default or the failure of any of the conditions to Buyer's obligations set forth herein
to be satisfied, 157 Riverside shall be entitled to terminate this Agreement as 157
Riverside's sole and exclusive remedy in the event of a default by Buyer in
consummating this Agreement. Thereafter, neither party shall have any further
obligation to the other except for those set forth herein which specifically survive
termination of this Agreement.
(b) Except as herein provided, in the event that 157 Riverside fails to consummate the
transactions contemplated herein for any reason, except due to Buyer's default or
the failure of any of the conditions to 157 Riverside's obligations set forth herein
to be satisfied, Buyer(as its sole and exclusive remedies) may (i) enforce specific
performance of this Agreement, or(ii) terminate this Agreement and neither party
shall have any further obligation to the other except for those set forth herein which
specifically survive termination of this Agreement.
10. Brokerage Commission. 157 Riverside and Buyer each represent and warrant
to the other that neither has employed any real estate agent,broker or finder in connection with the
contemplated transaction and each party agrees to indemnify the other from and against any and
all brokerage commissions and finder's fees arising or resulting from acts or omissions of the
indemnifying party.
11. Assignment. Buyer may not assign and transfer its rights or delegate its duties
under this Agreement without 157 Riverside's prior written consent, which shall not be
unreasonably withheld.
12. Notices.All notices,demands,designations,certificates,requests,offers,consents,
approvals, appointments, and other instruments given pursuant to this Agreement shall be in
writing and given by any one of the following: (a) hand delivery; (b) express overnight delivery
service; (c)certified or registered mail, return receipt requested; (d) email when sent to the email
address in this Section;or(e)facsimile transmission,if notice is also provided by express overnight
delivery, and shall be deemed to have been delivered upon (i) receipt, if hand delivered; (ii) the
next Business Day, if delivered by a reputable express overnight delivery service; (iii) receipt or
first attempted delivery(as reflected in the United States Postal Service's record)following deposit
of such notice with the United States Postal Service, if sent by certified or registered mail, return
receipt requested; (iv)if by email, when the email recipient acknowledges receipt or an automatic
9
"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 157 Riverside: 157 Riverside, LLC
75 NW Business Park Lane
Riverside, MO 64150
Phone: (816)459-8531
Email: rbecker@lukedraily.com
with copy to: Beckett&Hensley, L.C.
attn: Jeffrey M. Hensley
2345 Grand Boulevard, Suite 1600
Kansas City, MO 64108
Phone(816)471-7500
Cell(816)682-8803
Email: jeff@beckettandhensley.com
If to Buyer: The City of Riverside, Missouri
Attention: City Administrator
City Hall
2950 N. W. Vivion Road
Riverside, MO 64150
with copy to: Spencer Fane LLP
1000 Walnut
Suite 1400
Kansas City, MO 64106-2140
Attention: Joe Bednar
Any party may change its address for the service of notice by giving written notice of
such change to the other party,in any manner above specified.
13. Entire Agreement; Modification. This Agreement and the Lot 8 Contract
constitute 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 157 Riverside 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
10
Aldermen for the City as evidenced by the appropriate City passed and adopted Resolution or
Ordinance, and is in writing signed by the party charged with such waiver.
14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective successors and permitted assigns.
15. Severability. If any one or more of the provisions of this Agreement, or the
applicability of any such provision to a specific situation, shall be held invalid or unenforceable,
the validity and enforceability of all other provisions of this Agreement shall not be affected
thereby.
16. Time of Essence. Time is of the essence of this Agreement.
17. Counterparts/Fax Signatures. This Agreement may be executed in any number
of counterparts,each of which shall be deemed an original,but all of which together shall constitute
one and the same instrument. Facsimile or electronic transmission of any signed original
document, and the retransmission of any signed facsimile or electronic transmission, shall be the
same as delivery of the original signed document.
18. Remedies. Except as otherwise specifically set forth herein (i) the parties shall
have all rights and remedies at law or in equity for any breach by the other party of any provision
of this Agreement that survives Closing or termination, (ii)the remedies provided herein shall be
cumulative and shall not preclude the assertion or exercise of any other rights or remedies available
by law, in equity or otherwise, and (iii) no provision of this Agreement waives the sovereign
immunity of the City.
19. Survival of Terms. The Parties agree that unless otherwise specifically provided
in this Agreement, any obligation which reasonably should or could be performed after the
completion of the sale and transfer of the Deed shall survive the Closing and transfer of the Deed,
shall not terminate and shall otherwise be a continuing agreement between the parties,enforceable
after Closing for a period of six(6)months.
20. APPLICABLE LAW. THE LAWS OF THE STATE OF MISSOURI 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
11
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"
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 157 Riverside 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
157 Riverside and Buyer, 157 Riverside 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. Section 1031 Exchange. Each party may consummate the purchase and sale of all
or a portion of the Property as part of a so-called like kind exchange (the "Exchange") pursuant
to Section 1031 of the Internal Revenue Code(as may be amended from time to time,the"Code"),
provided that: (a)the Closing shall not be delayed or affected by reason of the Exchange nor shall
the consummation or accomplishment of the Exchange be a condition precedent or condition
subsequent to the exchanging party's obligations under this Agreement; (b) the exchanging party
shall effect the Exchange through an assignment of all or a portion of this Agreement,or its rights
under this Agreement, to a qualified intermediary; (c) the non-exchanging party shall not be
required to take an assignment of the purchase agreement for the relinquished property or be
required to acquire or hold title to any real property for purposes of consummating the Exchange;
and (d) the exchanging party shall pay any additional costs that would not otherwise have been
incurred by either party had the exchanging party not consummated its purchase through the
Exchange.The non-exchanging party shall not by this agreement or acquiescence to the Exchange
(x)have its rights under this Agreement affected or diminished in any manner,or(y)be responsible
for compliance with or be deemed to have warranted to the exchanging party that the Exchange in
fact complies with Section 1031 of the Code.
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—Form of Special Warranty Deed
12
SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the last day and
year written in the signature blocks below(the"Effective Date").
SELLER:
157 RIVE' DE,LLC,a Missouri limited liability
comp.I AO
By: I
Name: 9, ; -+4.
Title: OMIT
r
Date: 7J I
BUYER:
CITY OF ; RSIDE, ;?RkLe...)
By: '.
=thleen L.Rose,Mayor
Date: , LP,O q
Q �•
ATTEST:
y:
Robin Kincaid,City Clerk
13
SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the last day and
year written in the signature blocks below(the"Effective Date").
SELLER:
157 RIVERSIDE,LLC,a Missouri limited liability
company
By:
Name:
Title:
Date:
BUYER:
CITY OF RIVERSIDE,MISSOURI
By:
Kathleen L.Rose,Mayor
Date:
ATTEST:
By:
Robin Kincaid,City Clerk
13
EXHIBIT A
Property Legal Description [to be confirmed by fillet
75 NW Business Park Lane, Riverside,MO 64150
Tax Parcel ID 23-2.0-04-400-008-006.000
14
SITE PLAN
15
EXHIBIT B
Form of Special Warranty Deed
COVER PAGE FOR RECORDING
Title of Document: Special Warranty Deed
Date of Document: ,20_
Grantor Name and Address:
Grantee Name and Address:
Legal Description/Address: .
Book and Page Reference: N/A
16
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of ,20_by , as
grantor("Grantor"), with a mailing address of to
,a organized and existing under the laws of the state of
, as grantee("Grantee"),with mailing address of .
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00)and other valuable consideration to it in hand paid by Grantee(the receipt
of which is hereby acknowledged)does by these presents, SELL and CONVEY unto Grantee, its
successors and assigns, the lots,tracts or parcels of land, lying,being and situate in the County of
Platte and State of Missouri as described as follows:
[insert legal description]
EXCEPT AND FURTHER SUBJECT TO:
a. (i)easements,restrictions, declarations, reservations, agreements, instruments and
other matters of record, if any; (ii)taxes and assessments,general and special,not now due and
payable; and(iii)rights of the public in and to the parts thereof in streets,roads or alleys.
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]
17
IN WITNESS WHEREOF,Grantor has caused these presents to be signed as of the day and
year first above written.
GRANTOR
157 RIVERSIDE,LLC,a Missouri limited liability
company
By:
Name:
Title:
Date:
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS day of ,20_,before me,the undersigned, a Notary
Public in and for said County and state,personally appeared to me personally
known,who being by me duly sworn,did say that he is the of ,
a Missouri limited liability company,[and that the seal affixed to the foregoing instrument is the
seal of said company],and that said instrument was signed[and sealed]in behalf of said
company by free act and deed of said company.
WITNESS my hand and official seal in the County and State aforesaid, the day and year
first above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
18
DOCID: DOCPROPERTY DOCXDOCID DMS=IManage Format=<<L I B>>
<<NUM>>.<<VER>>
19
EXHIBIT D
CITY PURCHASE AND SALE AGREEMENT TO 157 RIVERSIDE
Execution Version
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 157 RIVERSIDE, LLC, a Missouri limited liability
company("157 Riverside")(collectively the"Parties").
RECITALS:
A. Seller is the fee owner of certain real property situated in Riverside,Platte County,
Missouri,commonly known as Lot 8 of the 40 West at Horizons subdivision,Riverside,MO and
further described on Exhibit A attached hereto and incorporated herein by this reference,and as
depicted on the site plan attached hereto(the"Property").
B. 157 Riverside desires to purchase,and the City Staff("Staff")recommends the sale
to 157 Riverside,and the Board of Aldermen of the City pursuant to Ordinance No.
having determined this Agreement will fulfill a public purpose, further the growth of the City,
facilitate the development of Riverside,improve the environment of the City,increase the assessed
valuation of the real estate situated within the City,increase the TIF tax revenues realized by the
City,foster increased economic activity within the City,increase employment opportunities within
the City,and otherwise be in the best interests of the City by furthering the health, safety,and
welfare of its residents and taxpayers, has authorized this sale of the Property pursuant to this
Agreement upon and subject to the terms and conditions hereinafter set forth.
C. 157 Riverside and the City have simultaneously entered into that certain Purchase
and Sale Agreement, dated of even date herewith, for the purchase by the City of certain real
property commonly known as 75 NW Business Park Lane, Riverside, MO as more particularly
described therein(the"75 NW Business Park Lane Contract").
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 157 Riverside hereby agree as follows:
I. Sale of the Property. Seller agrees to sell to 157 Riverside,and 157 Riverside
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.
(a) Seller Right to Cancel.Seller reserves the right to terminate this Agreement in the
event it is not fully executed within thirty(30)days of approval by the City.
2. Purchase Price. 157 Riverside shall pay to Seller, as consideration for the
purchase of the Property,the sum("Purchase Price")of Four Hundred Sixteen Thousand, Six
Hundred Thirty-One and 55/100 Dollars ($416,631.55)(117,361 square feet at $3.55 / square
foot). The Purchase Price shall be payable as follows:
(a) 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.
(b) "AS-IS". AS A MATERIAL PART OF THE CONSIDERATION FOR THE
TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, 157
RIVERSIDE AND SELLER EXPRESSLY STIPULATE AND AGREE THAT
157 RIVERSIDE 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 157 RIVERSIDE 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), 157 RIVERSIDE 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 157 RIVERSIDE.
3. Conditions Precedent to Closing. 157 Riverside shall have ninety(90)days from
the Effective Date to determine whether the Property is suitable for 157 Riverside's intended use
(the "Due Diligence Period"). 157 Riverside's obligation to consummate the transaction
contemplated by this Agreement shall be subject to 157 Riverside's satisfaction or waiver,in 157
Riverside's sole discretion,of all of the matters in Sections 3(a)and 3(b)(the"Due Diligence
Items")affecting or related to the Property,on or before the date that is ninety(90)days after the
Effective Date(the"Due Diligence Expiration Date"). Except as set forth below,Seller shall
deliver the Property Information to 157 Riverside no later than ten(10)business days after the
Effective Date. "Property Information"shall mean any existing title,survey,and environmental
reports in Seller's possession, as well as any leases, declarations, or restrictive
covenants/documents affecting the Property,if any and any other information relating specifically
to the Property that may be in the Seller's possession.
(a) Title/Survey. Within fifteen(15)days after the Effective Date,Seller shall furnish
to 157 Riverside,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 Coffelt Land Title, Inc., 401 Lexington, Harrisonville, MO
64701, Attention: L. Kent Shelman, Phone (816) 581-2221 (the "Title
Company"). So long as 157 Riverside 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 157 Riverside's obligation to close
hereunder. Within thirty(30)days after the Effective Date, 157 Riverside may
obtain a new or updated survey("Survey")for the Property, at 157 Riverside's
expense,prepared in accordance with the Minimum Standard Detail Requirements
for ALTA/ACSM Land Title Surveys, as revised in 2021, and certified to 157
Riverside, 157 Riverside's lender(if any), Seller and the Title Company. The
Survey shall include items 1,2,3,4,6(a),7(a),7(bxl),7(c),8,9,10,11(b),13, 16,
17, 18,and 19 on Table A thereof. 157 Riverside 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 157 Riverside ("Objections to
Tide/Survey"),then 157 Riverside shall notify Seller,in writing,on or before the
Due Diligence Expiration Date("Title Notice Date").
If 157 Riverside timely notifies Seller of any Objections to Title/Survey on or
before the Title Notice Date,Seller shall have the right to notify 157 Riverside in
writing("Seller's Response") within seven(7)business days following Seller's
receipt of 157 Riverside'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 157 Riverside 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 157
Riverside's Objections to Title at or prior to Closing, 157 Riverside shall have the
right to notify Seller within three (3) days following the expiration of Seller's
Response Period("157 Riverside's Title Response Period"),that 157 Riverside
("157 Riverside'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 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,157 Riverside shall have seven(7)business days after the receipt
of any updates to object to any new matters.
Matters disclosed by the Commitment or the Survey prior to the Due Diligence
Expiration Date which are not objected to by 157 Riverside in a timely manner or
which are objected to but which are waived by 157 Riverside 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 157 Riverside to notify Seller in writing of any objectionable title or survey
matter within the time periods prescribed herein shall constitute an election by 157
Riverside's election to take title to the Property subject to such title and survey
matters as are disclosed by the Commitment and the Survey.
If prior to the Due Diligence Expiration Date, 157 Riverside determines that one or more
Due Diligence Items are unacceptable to 157 Riverside or that the Property is not suitable for 157
Riverside's intended use thereof, then 157 Riverside may, in its sole and absolute discretion,
terminate this Agreement by giving written notice of termination to Seller on or before the Due
Diligence Expiration Date,whereupon 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. If 157 Riverside does not give such notice of termination on or before the Due
Diligence Expiration Date, 157 Riverside 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
157 Riverside 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 157 Riverside'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 a fourth-class city and political subdivision duly organized
and existing under the laws of the State of Missouri;Seller has the requisite power
and authority to enter into and perform this Agreement and Seller's Closing
Documents (as herein defined); such documents have been or will be duly
authorized by all necessary action on the part of Seller and have been or will be
duly executed and delivered.
5. Representations and Warranties by 157 Riverside.
(a) 157 Riverside's Authority. 157 Riverside represents and warrants to Seller that
157 Riverside is a limited liability company,duly organized and validly existing
and in good standing under the laws of the State of Missouri;that 157 Riverside
has the requisite power and authority to enter into this Agreement and the 157
Riverside's Closing Deliveries(as herein defined);such documents have been duly
authorized by all necessary action on the part of 157 Riverside and have been or
will be duly executed and delivered;that the execution,delivery and performance
by 157 Riverside of such documents will not conflict with or result in violation of
157 Riverside's organizational documents, or any judgment,order or decree of any
court or arbiter to which 157 Riverside is a party; such documents are valid and
binding obligations of 157 Riverside,and are enforceable against 157 Riverside in
accordance with their terms.
(b) No Pending Proceedings. 157 Riverside has no knowledge that there is any action,
suit,proceeding or claim affecting 157 Riverside or relating to the authority of 157
Riverside to purchase the Property.
(c) Office of Foreign Assets Control Issues.
(i) 157 Riverside represents and warrants that 157 Riverside and each person
or entity owning an interest in 157 Riverside:
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/ofachllsdn.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 157 Riverside constitute property of,or
are beneficially owned, directly or indirectly, by any Buyer Embargoed
Person(as hereinafter defined),
A. no Buyer Embargoed Person has any interest of any nature
whatsoever in 157 Riverside(whether directly or indirectly),
B. 157 Riverside 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 157 Riverside is
prohibited by law or 157 Riverside is in violation of law.
(iii) 157 Riverside also shall require, and shall take reasonable measures to
ensure compliance with the requirement,that no person who owns any other
direct interest in 157 Riverside 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 157 Riverside 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,and so long as the parties
are simultaneously closing on the 75 NW Business Park Lane Contract. 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) 157 Riverside's Closing Conditions Precedent. 157 Riverside's obligation to
consummate the transaction contemplated by this Agreement shall be subject to
satisfaction or waiver of each of the following conditions ("157 Riverside's
Closing Conditions Precedent")on or before Closing, but 157 Riverside shall
have the unilateral right to waive any 157 Riverside'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 157 Riverside 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 157 Riverside in and to the Property and any easements or rights of way
appurtenant thereto,on ALTA Form B,with such endorsements and in such
forms as 157 Riverside or 157 Riverside'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.
(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 157 Riverside:
(i) The representations and warranties of 157 Riverside set forth in Article 5
hereof shall be,in all material respects,true and complete.
(ii) 157 Riverside shall have performed all of the obligations required to be
performed by 157 Riverside under this Agreement,as and when required by
this Agreement,in all material respects.
(iii) There shall not have been instituted by or against 157 Riverside any
bankruptcy proceeding.
(iv) The parties shall have entered into a Development Agreement,pursuant to
which the 157 Riverside 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.
(v) The parties have agreed that the simultaneous closing of the purchase of 75
NW Business Park Lane by the City from 157 Riverside pursuant to the 76
NW Business Park Lane Contract is a condition to this Agreement.
In the event 157 Riverside's Closing Conditions Precedent or Seller's Closing Conditions
Precedent,as the case may be,have not been satisfied or waived as of the scheduled Closing Date,
and provided the failure to satisfy or waive any such condition is not attributable to a breach or
default of this Agreement by its own actions,either 157 Riverside 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.
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 157 Riverside 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 substantially
in the form attached hereto as Exhibit B(the"Deed")conveying fee simple
title to the Property to 157 Riverside,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 157 Riverside 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 157
Riverside 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(bX2)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 157
Riverside 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 Agreement. An executed and acknowledged Development
Agreement, pursuant to which Riverside 157 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(the"Development Agreement").
(viii) Development Covenant. An executed and acknowledged Development
Covenant (the "Development Covenant") substantially in the form
attached hereto as Exhibit D.
(ix) 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 157 Riverside,its legal counsel,or Title Company.
(b) 157 Riverside's Closing Deliveries. On the Closing Date, 157 Riverside will
execute and/or deliver or cause to be executed and/or delivered to Seller the
following(collectively,"157 Riverside's Closing Deliveries"):
(i) Purchase Price. The Purchase Price, by wire transfer of immediately
available funds,subject to adjustments and prorations as provided herein.
(ii) Title Documents. Such affidavits of 157 Riverside,transfer declarations,
resolutions of 157 Riverside 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) Development Agreement. The Development Agreement,duly executed
and acknowledged by Riverside 157.
(iv) Evidence of Authority. Such evidence of 157 Riverside's authority to
consummate the sale of the Property as is contemplated in this Agreement
or as Seller or Title Company may reasonably request.
(v) 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) 157 Riverside's and Seller's Closing Documents. On the Closing Date,Seller
and 157 Riverside 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
157 Riverside and Seller, and the disbursement of funds to, or at the
direction of,Seller.
(ii) Miscellaneous. Such other documents,instruments and affidavits as shall
be necessary to consummate the transaction contemplated hereby.
(d) Escrow Closing. This transaction shall be closed through an escrow with the
escrow department of the Title Company,in accordance with the general provisions
of the Title Company's usual form of escrow agreement, if any, with special
provisions as may be required to conform to this Agreement. Upon the creation of
such escrow,payment of the Purchase Price and delivery of the Deed shall be made
through the escrow. This Agreement shall not be merged into or in any manner
superseded by the escrow agreement.
8. Adjustment and Prorations. Seller and 157 Riverside shall make all adjustments
and apportion all customary expenses with respect to the Property,including,without limitation,
the following:
(a) Real Estate Taxes and Special Assessments. Real estate taxes("Taxes")imposed
on the Property for the year in which Closing occurs and any prior year not then
due and payable shall be prorated and adjusted to the Closing Date based upon the
most recently ascertainable tax bills covering the Property or,if available,upon the
issuance of actual tax bills therefor. The proration of such Taxes shall be based on
a 365-day year,with the Closing Date being charged to Seller,and shall be final
and not adjusted post-Closing. To the extent the land comprising the Property is
combined with any other property for tax assessment purposes,the prorations shall
be made on a relative square foot basis,provided,however,that no improvements
located on such other land shall be considered when calculating the portion of Taxes
or any assessments attributable to the Property. All special taxes or assessments
made or assessed on or before the Closing Date shall be paid by Seller on or before
the Closing Date,whether they are due and payable on,before,or after the Closing
Date,provided, however,that if any such assessment is payable in installments,
Seller shall be responsible for any installments due prior to Closing and 157
Riverside 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). 157 Riverside will pay for the cost of
any endorsements to the owner's title policy requested by 157 Riverside,and all
costs of any lender's title insurance policy. 157 Riverside shall pay all costs with
respect to preparation of the Survey.
(c) Closing Costs and Expenses. All other closing costs and expenses shall be split
equally between 157 Riverside and Seller,except as otherwise provided herein.
(d) 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.
(e) Levee District. 157 Riverside and Seller acknowledge that the assessments for the
Riverside Quindaro Bend Levee District of Platte County, Missouri (the"Levee
District")for the 2024 taxable period are not due and payable at the time of Closing.
157 Riverside shall pay,when due and payable, 100%of such assessments for the
Levee District. Promptly after payment thereof, 157 Riverside shall provide
evidence of such payment to Seller, and Seller shall promptly reimburse 157
Riverside for that portion of such assessment associated with the time period prior
to Closing.
Except as otherwise expressly provided in this Agreement, all prorations provided for
herein shall be final.
9. Default
(a) Except as herein provided,in the event that 157 Riverside 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 157 Riverside's obligations set forth herein
to be satisfied, Seller (as its sole and exclusive remedy) may terminate this
Agreement and neither party shall have any further obligation to the other except
for those set forth herein which specifically survive termination of this Agreement.
(b) Except as herein provided, in the event that Seller fails to consummate the
transactions contemplated herein for any reason, except due to 157 Riverside's
default or the failure of any of the conditions to Seller's obligations set forth herein
to be satisfied, 157 Riverside(as its sole and exclusive remedies)may:(i)enforce
specific performance of this Agreement, or (ii) terminate this Agreement and
neither party shall have any further obligation to the other except for those set forth
herein which specifically survive termination of this Agreement.
10. Brokerage Commission. Seller and 157 Riverside each represent and warrant
to the other that neither has employed any real estate agent,broker or finder in connection with the
contemplated transaction and each party agrees to indemnify the other from and against any and
all brokerage commissions and finder's fees arising or resulting from acts or omissions of the
indemnifying party.
11. Assignment. 157 Riverside may not assign and transfer its rights or delegate its
duties under this Agreement without Seller's prior written consent, which shall not be
unreasonably withheld.
12. Notices.All notices,demands,designations,certificates,requests,offers,consents,
approvals, appointments, and other instruments given pursuant to this Agreement shall be in
writing and given by any one of the following:(a)hand delivery;(b)express overnight delivery
service;(c)certified or registered mail,return receipt requested;(d)email when sent to the email
address in this Section;or(e)facsimile transmission,if notice is also provided by express overnight
delivery,and shall be deemed to have been delivered upon(i)receipt,if hand delivered;(ii)the
next Business Day,if delivered by a reputable express overnight delivery service;(iii)receipt or
first attempted delivery(as reflected in the United States Postal Service's record)following deposit
of such notice with the United States Postal Service,if sent by certified or registered mail,return
receipt requested;(iv)if by email,when the email recipient acknowledges receipt or an automatic
"read receipt"is received by sender from recipient's email; or(v)transmission,if delivered by
facsimile transmission.Notices shall be provided to the parties and addresses(or electronic mail
addresses)specified below:
If to Seller: The City of Riverside,Missouri
Attention: City Administrator
City Hall
2950 N.W.Vivion Road
Riverside,MO 64150
with copy to: Spencer Fane LLP
1000 Walnut
Suite 1400
Kansas City,MO 64106-2140
Attention: Joe Bednar
If to 157 Riverside: 157 Riverside,LLC
75 NW Business Park Lane
Riverside,MO 64150
Phone: (816)459-8531
Email:rbecker@lukedraily.com
with copy to: Beckett&Hensley,L.C.
attn: Jeffrey M.Hensley
2345 Grand Boulevard,Suite 1600
Kansas City,MO 64108
Phone(816)471-7500
Cell(816)682-8803
Email: jeff@beckettandhensley.com
Any party may change its address for the service of notice by giving written notice of
such change to the other party,in any manner above specified.
13. Entire Agreement;Modification. This Agreement and the 75 NW Business Park
Lane Contract constitute 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 157 Riverside.
Except as otherwise expressly provided herein,no covenant,term or condition of this Agreement
shall be deemed to have been waived by either party unless such waiver is approved by the Board
of Aldermen for the City as evidenced by the appropriate City passed and adopted Resolution or
Ordinance,and is in writing signed by the party charged with such waiver.
14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective successors and permitted assigns.
15. Severability. If any one or more of the provisions of this Agreement, or the
applicability of any such provision to a specific situation,shall be held invalid or unenforceable,
the validity and enforceability of all other provisions of this Agreement shall not be affected
thereby.
16. Time of Essence. Time is of the essence of this Agreement.
17. Counterparts/Fax Signatures. This Agreement may be executed in any number
of counterparts,each of which shall be deemed an original,but all of which together shall constitute
one and the same instrument. Facsimile or electronic transmission of any signed original
document,and the retransmission of any signed facsimile or electronic transmission,shall be the
same as delivery of the original signed document.
18. Remedies. Except as otherwise specifically set forth herein(i)the parties shall
have all rights and remedies at law or in equity for any breach by the other party of any provision
of this Agreement that survives Closing or termination,(ii)the remedies provided herein shall be
cumulative and shall not preclude the assertion or exercise of any other rights or remedies available
by law, in equity or otherwise, and(iii) no provision of this Agreement waives the sovereign
immunity of the City.
19. Survival of Terms. The Parties agree that unless otherwise specifically provided
in this Agreement, any obligation which reasonably should or could be performed after the
completion of the sale and transfer of the Deed shall survive the Closing and transfer of the Deed,
shall not terminate and shall otherwise be a continuing agreement between the parties,enforceable
after Closing for a period of six(6)months.
20. APPLICABLE LAW. THE LAWS OF THE STATE OF MISSOURI 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"
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 157 Riverside 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 157 Riverside,Seller and 157 Riverside 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. Section 1031 Exchange.Each party may consummate the purchase and sale of all
or a portion of the Property as part of a so-called like kind exchange(the"Exchange")pursuant
to Section 1031 of the Internal Revenue Code(as may be amended from time to time,the"Code"),
provided that:(a)the Closing shall not be delayed or affected by reason of the Exchange nor shall
the consummation or accomplishment of the Exchange be a condition precedent or condition
subsequent to the exchanging parry's obligations under this Agreement;(b)the exchanging party
shall effect the Exchange through an assignment of all or a portion of this Agreement,or its rights
under this Agreement, to a qualified intermediary; (c) the non-exchanging party shall not be
required to take an assignment of the purchase agreement for the relinquished property or be
required to acquire or hold title to any real property for purposes of consummating the Exchange;
and(d)the exchanging party shall pay any additional costs that would not otherwise have been
incurred by either party had the exchanging party not consummated its purchase through the
Exchange.The non-exchanging party shall not by this agreement or acquiescence to the Exchange
(x)have its rights under this Agreement affected or diminished in any manner,or(y)be responsible
for compliance with or be deemed to have warranted to the exchanging party that the Exchange in
fact complies with Section 1031 of the Code.
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]
SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the last day and
year written in the signature blocks below(the"Effective Date").
SELLER:
CITY 0 ERSID MISSOURf-
r ,, By.
thleen L.Rose,Mayor
• Date:9 6
' s ,
ATTEST:
Robin Kincaid, ity Clerk
BUYER:
157 RIVERSIDE,LLC,
a Mis • ty company
By:
Name; les"^
N
Title: !
Date: ! ✓� 174
SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the last day and
year written in the signature blocks below(the"Effective Date").
SELLER:
CITY OF RIVERSIDE,MISSOURI
By:
Kathleen L.Rose,Mayor
Date:
ATTEST:
By:
Robin Kincaid,City Clerk
BUYER:
157 RIVERSIDE,LLC,
a Mis 'ty company
By:
Name: Ler—
Title: )J��
Date: l! ✓' /74
SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the last day and
year written in the signature blocks below(the"Effective Date").
SELLER:
CITY OF RIVERSIDE,MISSOURI
By:
Kathleen L.Rose,Mayor
Date:
ATTEST:
By:
Robin Kincaid,City Clerk
BUYER:
157 RIVERSIDE,LLC,
a Missouri limited liability company
By:
Name:
Title:
Date:
EXHIBIT A
Property Legal Description Ito be confirmed by titiel
LOT 8,40 WEST AT HORIZONS,A REPLAT OF TRACT"A",REPLAT OF DOORLINK,
1ST PLAT,IN THE CITY OF RIVERSIDE,PLATTE COUNTY,MISSOURI.
SITE PLAN
EXHIBIT B
Design Standards for Horizon West
Property is currently zoned PD,consistent with other lots in Riverside Horizon West at time of
development.
2. The square foot industrial building will be of similar construction to
other approved buildings within 40 West at Horizons and in accordance with Section B of the PD
Regulations included below.
3. Overall appearance and construction will be similar to the former Frito Lay facility at
4302 NW Mattox Road.
4. The Purchaser agrees to pull the permits for its construction on or before December 31,
2024;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 final development plan and where
applicable final plat.
B. Building Materials and Construction. All buildings and other structures within Horizons
Business Park shall be constructed of attractive exterior sides of high-quality materials including
masonry,concrete,glass,and metal(when used in an incidental role). Specific materials which
will be excluded include exposed (i) galvanized metal facades, (ii) nondecorative cinder or
concrete block,and(iii)double T concrete panels. Exterior mechanical or electrical equipment,
including,but not limited to,HVAC equipment shall be so placed or screened that the predominant
design lines of the building or structure continue without visual distraction or interruption.If the
function of the building or structure dictates placement of such equipment in such a manner or
location that the building exterior walls themselves are unable to screen the equipment from view
of adjacent existing or proposed streets or highways, they must be separately screened using
materials compatible with the approved building materials with use of an appropriately designed
parapet wall and the height of such screening shall be equal to the height of the equipment to be
screened;or with acceptable landscaping.Accessory buildings,enclosures,appurtenant structures
to,or extrusions from,any building or structure shall be of similar or compatible materials,design
and construction.
C. Building Material Colors. Color of materials used on the construction of all buildings,
enclosures,and appurtenant structures shall be consistent throughout the entire development and
will present a predominantly warm earth tone appearance. Exact color palette and materials will
be approved by final development plan.
D. Parking. Adequate off-street parking for employees,customers,owners and tenants shall
be the responsibility of the property owners.All necessary parking facilities shall be provided for
entirely on private property. Parking ratios will be provided in the development plan and will be
reviewed and approved by the City.Parking on private or public streets or highways within the
subject property is expressly prohibited. All parking areas and drives and access shall be paved
with an impervious surface equal to asphalt or concrete and maintained in a well-kept condition.
Each parking space provided shall be designated by lines painted on the paved surfaces and shall
be adequate in area,generally spaces will be sized nine feet wide by eighteen feet long(9'x 18')
when a curb abuts and nine feet wide by twenty feet long(9'by 20')when not abutting a curb.
For the office portion of the Planned Development,it shall be the general standard that no
parking spaces,parking aisles or roadways,except the access way,shall be permitted within the
front ten(10)feet of the front setback. If parking spaces are provided in front of the building a
landscape buffer shall be provided as described in the landscaping section of this regulation.
Businesses experiencing rapid growth may submit a request to the Director of Community
Development to allow temporary gravel overflow parking. Parking may be allowed in accordance
with the following standards:
1. A site plan identifying the parking area,parking lot size and specifications for base and
gravel must be submitted for review prior to the parking being installed.
2. The parking area shall not impede public safety.
3. The maximum timeframe for the temporary gravel overflow parking is 18 months. At
the end of the timeframe, the area must either accommodate a building/building
expansion,become green space or be paved per City approvals and regulations.
4. An agreement outlining the specifications for the temporary gravel overflow parking
shall be signed by the appropriate business representative and the Director of
Community Development.
E. Off-Street Loading. Provision for handling all truck service must be totally within the
building site. Docks and loading areas facing non-industrial uses within the development shall be
screened in accordance with the landscape provisions described in the PD regulations. All loading
shall be paved with an impervious surface equal to asphalt or concrete. All side and rear loading
service areas shall be properly screened from view from all existing or proposed streets,roads,or
highways by walls,earth berms,and/or plant material.
F. Outdoor Storage. Although the outdoor storage of materials and equipment is not
preferred, the City recognizes it is an important component for some industrial businesses.
Considering this,the outdoor storage of materials and equipment may be permitted in accordance
with the following regulations.These regulations do not apply to the customary trailer parking
activities associated with industrial businesses.
I. Outdoor storage is only permitted within the industrial portion of the Planned
Development.
2. Because outdoor storage is not preferred, minimizing the visible impact of outdoor
storage on public rights-of-way and less intense uses is critical. Thus,outdoor storage
shall only be permitted in areas that are not visible from Horizons Parkway and the
office portion of the Planned Development.
3. All outdoor storage must be located in a side or rear yard such that views from public
rights-of-way and less intense uses are limited.
4. The maximum outside storage area shall be based on the business's inside space.
10,000 square feet of first floor indoor space= 1,000 square feet of outside storage
area.
5. Storage areas shall be located adjacent to the building and shall not extend more than
5 feet less than the length of the screening mechanism(i.e.—if the wing wall extends
80 feet from the building, the storage area shall not extend beyond 75 feet). This
requirement may be waived if the storage area is behind a building and is not visible
from any public rights-of-way and less intense uses.
6. The maximum height of stored items shall not exceed 20 feet.
7. Storage areas shall not impede vehicular traffic and emergency access points.
8. All materials being stored must be associated with the business that is located in the
building adjacent to the storage area.
9. Storage areas shall be maintained in a neat and orderly manner.
10.If outdoor storage is desired that cannot meet these criteria,a special use permit may
be requested. When reviewing the request, the following shall be taken into
consideration.
o Distance from Horizons Parkway,I-635 and Highway 9-the farther away the
more likely it is the request will be approved.
o Visibility —the lower the visibility the more likely it is the request will be
approved.
o East or West—the industrial area west of Horizons Parkway within the Planned
Developed is intended for more intense uses, thus outdoor storage west of
Horizons Parkway is more likely to be approved.
G. Waste Receptacles and Enclosures/Waste Removal. Waste receptacles in the industrial
portion of the Planned Development shall be located behind or on the sides of buildings such that
they are not readily visible from public rights-of-way. For the office portion of the Planned
Development, facilities for storage of waste and rubbish shall be property screened within an
approved trash enclosure.
Each owner and tenant shall keep its premises, buildings and improvements and
appurtenances in a safe, sightly,clean,neat and wholesome condition, and shall comply in all
respects with all governmental, health and police requirements. Each owner and tenant shall
remove,at its own expense,any rubbish or trash of any character which may accumulate on its
property and shall keep unlandscaped and landscaped areas neat and well-maintained. Rubbish
and trash shall not be disposed of on the premises by burning in open fires or incinerators. All
rubbish and trash containers shall be properly screened by an appropriate enclosure.
H. Permanent Park Signage. No sign shall be erected,placed or otherwise installed upon a
Building Site or affixed to a Building,structure,or other improvement erected on a Building Site
until the plans for such sign have been approved by the City. Flashing or moving signs are
prohibited. Product or service replicas or models are prohibited,unless allowed per the Unified
Development Ordinance. The location,size,design and color of all signs must be in keeping with
the character of the Park.
1. Park Monument Signs. Park Monument Signs shall be utilized to identify
the development as whole and not individual businesses and shall only be permitted to the Master
Developer of the Planned Development. Three Park Monument Signs shall be permitted, each
with a maximum sign face of two-hundred fifty(250)sq.ft. Park Monument Signs are allowable
in the public right-of-way.
2. Park Entry Signs. Park Entry Signs shall be utilized to identify main
entrances of the development and not individual businesses and shall be permitted to the Master
Developer of the Planned Development. Three Park Entry Signs shall be permitted,each with a
maximum sign face of thirty-six(36)sq.ft. Park Entry signs are allowable in the public right-of-
way.
3. Park Directional Signs. Park Directional Signs shall be utilized to identify
buildings address,name of business,and in appropriate cases logos of the company occupying.
Each building shall be permitted to have a Park Directional Sign,each with a maximum sign face
of twenty(20)sq.ft.
4. Building Facade Signs. Building Façade Signs shall be attached to the
building to identify individual businesses and shall be approved as a component of the Final
Development Plan.
Industrial Buildings— For those lots that do not abut Horizons Parkway, each
individual tenant may have a maximum of two(2)walls signs per building,with a maximum of
one(1)sign per side of building. The maximum sign face per sign shall be one-hundred twenty
(120)square feet,except for a building with a single tenant,the maximum sign face per sign shall
be one-hundred fifty(150)square feet.
For those lots abutting Horizons Parkway each individual tenant may have a
maximum of three(3) wall signs, with a maximum of one(1) sign per side of building. The
maximum sign face per sign shall be one-hundred twenty(120)square feet,except for a building
with a single tenant,the maximum sign face per sign shall be one-hundred fifty(150)square feet.
For signs with one line of copy,the maximum letter height shall be sixty(60)inches
per letter. For signs with two lines of copy,the maximum letter height shall be forty-eight(48)
inches per letter.
Office Buildings-Each building may have a maximum of two(2)building façade
signs. The total maximum sign face per building shall be eighty(80) square feet, with no sign
being larger than fifty(50)square feet.For signs with one line of copy,the maximum letter height
shall be sixty(60)inches per letter. For signs with two lines of copy,the maximum letter height
shall be forty-eight(48)inches per letter.
5. For Sale or Lease Signs.A temporary wood,metal,or plastic sign may be
erected on a developed building site to offer the property for sale or lease. One(I)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(2-1/2)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
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,
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.
EXHIBIT C
Form of Special Warranty Deed from City of Riverside,MO
COVER PAGE FOR RECORDING
Title of Document: Special Warranty Deed
Date of Document: 20_
Grantor Name and Address: CITY OF RIVERSIDE,MISSOURI
2950 NW Vivion Road
Riverside,Missouri 64150
Grantee Name and Address:
Legal Description/Address:
Book and Page Reference: N/A
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of ,20_by the CITY OF RIVERSIDE,
MISSOURI,a fourth class city organized and existing under the laws of the State of Missouri,as
grantor("Grantor"),with a mailing address of 2950 NW Vivion Road,Riverside,Missouri
64150 to ,a organized and existing under the laws of the
state of ,as grantee("Grantee"),with mailing address of
WITNESSETH: THAT GRANTOR,in consideration of the sum of TEN AND NO/100
DOLLARS($10.00)and other valuable consideration to it in hand paid by Grantee(the receipt
of which is hereby acknowledged)does by these presents,SELL and CONVEY unto Grantee,its
successors and assigns,the lots,tracts or parcels of land,lying,being and situate in the County of
Platte and State of Missouri as described as follows:
[insert legal description]
EXCEPT AND FURTHER SUBJECT TO:
a.(i)easements,restrictions,declarations,reservations,agreements,instruments and
other matters of record,if any;(ii)taxes and assessments,general and special,not now due and
payable;and(iii)rights of the public in and to the parts thereof in streets,roads or alleys.
b.This Deed is made and delivered upon the condition subsequent,which shall be
binding upon and enforceable against GRANTEE and its successors in title,that if the
commencement of vertical construction conforming to submitted design criteria and approved
plans and specifications shall not have been commenced in good faith within (i days
from the date hereof,and thereafter diligently prosecuted to completion,strikes,unavailability of
labor and other causes beyond GRANTEE'S reasonable control excepted,then all right,title and
interest herein conveyed in and to the subject property shall,at the election of GRANTOR,
automatically revert to and become the property of GRANTOR,which shall have the immediate
right to enter upon and take full possession of the subject property,and all right,the event of
such election,shall be obligated to forthwith refund to GRANTEE or its then successor(s)in title
all monies paid on the purchase price of the subject property by GRANTEE to GRANTOR,less
such sums as GRANTOR may reasonably expend in removing uncompleted or nonconforming
buildings and structures from the subject property. The failure of GRANTOR to insist upon
strict performance of such condition subsequent,in whole or in part,shall not effect a waiver or
relinquishment of the same. When construction of such building and facilities has been
completed in accordance with the terms herein provided,then(i)all reversionary rights of
GRANTOR shall terminate and be extinguished(ii)GRANTEE shall thereupon hold title to the
subject property free and clear of this condition subsequent at the request and expense of
GRANTEE.
c. Alternatively,Grantee may make a Payment in Lieu of Taxes for the period of
possession past the targeted completion date if Grantee does not want the property to revert to
the Grantor.
TO HAVE AND TO HOLD the premises aforesaid,with all and singular the rights
privileges,appurtenances and immunities thereto belonging or in anywise appertaining unto
Grantee and unto its successors and assigns forever,Grantor hereby covenanting that said
premises are free and clear from any 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]
IN WITNESS WHEREOF,Grantor has caused these presents to be signed as of the day and
year first above written.
GRANTOR
CITY OF RIVERSIDE,MISSOURI
By:
Kathleen L.Rose,Mayor
ATTEST:
By:
City Clerk
ACKNOWLEDGEMENT
STATE OF MISSOURI )
)SS
COUNTY OF PLATTE )
ON THIS day of ,20_,before me,the undersigned,a Notary
Public in and for said County and state,personally appeared Kathleen L.Rose to me personally
known,who being by me duly sworn,did say that she is the Mayor of the City of Riverside,
Missouri,a municipal corporation duly organized and existing under the laws of the state of
Missouri,and that the seal affixed to the foregoing instrument is the seal of said municipality,
and that said instrument was signed and sealed in behalf of said municipality by free act and
deed of said municipality.
WITNESS my hand and official seal in the County and State aforesaid,the day and year
first above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
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:
5. Legal Description/Address:
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, ,a Missouri limited liability company(" "),
and the City are parties(the"Parties")to a certain Purchase and Sale Agreement("PSA")pursuant
to which the City agreed to sell to ,and agreed to purchase,certain
real property located in Platte County,Missouri,as more particularly described as follows:
(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 31,202 ,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 December 31,202_,and thereafter shall diligently pursue such construction to
completion by no later than December 31,202_,of an industrial building having not less
than thousand( )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, 202_, and on the same day of each subsequent month, approximately
and /100 Dollars($ )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 I (_)(PILOT Payments be payable ---j Commented 0111:To be determined.
pursuant to this Declaration;
(d) In the event a building having less than thousand
( )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) and_/100 Dollars ($ ),
multiplied by(ii)a fraction,the numerator of which is the square footage of such building
as constructed,and the denominator of which is thousand( ).
For example,in the event no building is constructed on the Land prior to December 31,
202_,then (i PILOT Payments of and_/100 Dollars
($ )shall be payable,with the first such payment being payable on January 15,
202_,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.
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 RIVERSIDE,MISSOURI
By:
Name: Kathleen L.Rose
Title:Mayor
ACKNOWLEDGEMENT
STATE OF MISSOURI )
)SS
COUNTY OF PLATTE )
ON THIS day of , 2024, 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 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.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
DOCID: DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>
<<NUM»«VER»
33
EXHIBIT E
LEASE
BETWEEN CITY AS LESSOR AND LUKE DRAILY CONSTRUCTION COMPANY, INC., AS
LESEE
Execution Version
LEASE
THIS LEASE ("Lease") is made effective as of August , 2024, 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"Lessor"),Luke Draily Construction
Company,Inc.("Lessee"),and 157 RIVERSIDE,LLC,a Missouri limited liability company("157
Riverside") (individually a"Party"and collectively the"Parties").
Recitals
A. Lessor has purchased certain real property from 157 Riverside located at 75 NW
Business Park Lane, Riverside, MO 64150, as more fully described in Exhibit A attached hereto
and incorporated by reference herein, which includes the real property and improvements
(collectively,the"Premises");
B. 157 Riverside has purchased certain real property from Lessor, commonly known
as Lot 8 of the 40 West Horizons subdivision in Riverside, MO ("Lot 8"), and upon which 157
Riverside intends to construct a new building;
C. Lessee currently leases the Premises from 157 Riverside;
D. Lessee wishes to utilize the Premises for a certain period of time during the period
of construction of the new building located on Lot 8; and
E. Lessor desires to lease the Premises to Lessee, and Lessee wishes to lease the
Premises from Lessor on the terms and conditions herein provided.
Agreement
In consideration of the mutual covenants and promises set forth herein,the Parties agree as
follows:
1. Recitals. The Recitals set forth above in this Agreement are incorporated into and
made a part of this Agreement as if fully set forth in this Paragraph 1.
2. Premises. Lessor hereby leases the Premises to Lessee,with the exclusive right to
use all improvements, areas and facilities attached thereto.
3. Term. The initial term of this Lease shall be for twelve(12)months beginning on
the date of the closing on the purchase by Lessor of the Premises and ending on the last day of the
twelfth month thereafter, unless terminated in writing by agreement of the Parties prior to the
expiration of twelve months. If necessary and agreed upon in writing by the Parties, the Lease
may be extended for an additional term upon the same terms and conditions as are currently set
forth herein, upon receipt by Lessor of written notice from Lessee and/or 157 Riverside.
4. Consideration. For use of the Premises, Lessee shall pay Lessor a base rent of
$10,223.33 annually($851.94 monthly).
1
5. Use of the Premises. Lessee shall be entitled to use and occupy the Premises for
the operations of its business and ancillary uses related thereto.
6. No Assignability. Lessee may not, without first obtaining the written consent of
Lessor, (a) assign this Lease nor any interests hereunder, (b) permit any assignment hereof by
operation of law,(c)sublet the Premises(or any part thereof),or(d)permit use of the Premises by
any parties other than Lessee or Lessee's employees,agents,or invitees.
7. Alterations. Lessee may, at Lessee's own cost and expense, make alterations or
additions to the Premises,provided that such alterations or additions shall be of good workmanship
and material at least equal to that of the original construction,and that such alterations or additions
neither shall reduce the size or strength of any structure,nor adversely affect the market value of
the Premises. All erections, fixtures, and improvements, whether temporary or permanent in
character,made in or upon the Premises,either by Lessee or Lessor,shall be Lessor's property and
shall remain upon the Premises at the termination of this Lease, without compensation to Lessee
except that Lessee shall retain ownership of and may remove during or at the time of the expiration
of this Lease such business trade fixtures and personal property as are brought onto the Premises
by Lessee,provided that Lessee must repair any damage caused by said removal.
8. Covenants of Lessee. Lessee covenants and agrees as follows:
(a) Lessee shall not use or permit anything to be used on the Premises that shall
invalidate any policies of insurance on the Premises.
(b) Lessee shall make all repairs and replacements in and to the Premises
necessary for the purpose of maintaining its business operations.
(c) Lessee shall keep in good condition and repair(i) the foundations, exterior
walls, roof and common areas of the structures and the parking lots, sidewalks,
landscaping,grass areas and all other approaches to and adjacent to the structures; and(ii)
the plumbing,heating, air-conditioning, electrical systems,machinery and equipment,the
maintenance, repair, and use of which are necessary for the full use and enjoyment of the
Premises.
(d) Lessee shall not in any manner deface or injure the Premises.
(e) Lessee shall be solely responsible for furnishing electricity, gas, water,
janitorial and environmental services,trash removal,telephone, internet,cable, or satellite
television service,or any other services or utilities desired by Lessee.
(f) Lessee shall comply with all governmental,health,and policy requirements
and regulations respecting the Premises.
9. Covenants of Lessor. Lessor covenants and agrees as follows:
(a) As a part of the rental rate and at no additional cost to Lessee, Lessor
covenants and agrees to provide Lessee with copies of all regulations and policies
governing the use of the Premises, if any,and this Lease shall be contingent upon Lessee's
2
review and acceptance of the requirements contained in such documents. Lessee shall be
notified of any subsequent amendments or modifications to such documents prior to
implementation.
(b) Lessor shall be responsible for all Platte County property taxes with respect
to the Premises.
10. Insurance Coverage. Lessee shall maintain with insurers authorized to do business
in the State of Missouri and that are well rated by any recognized national rating organization:
(a) Comprehensive general public liability insurance against claims for bodily
injury,death,or property damage arising out of Lessee's use or occupancy of the Premises
with a single limit amount of not less than One Million Dollars($1,000,000),and a general
policy aggregate of not less than Three Million Dollars ($3,000,000) if such aggregate
applies to this policy;
(b) Fire and extended coverage insurance in an amount not less than the full
insurable value of the Premises as determined from time to time (but not less than once
every three years)by the insurer;
(c) All necessary insurance for those persons under Lessee's direction and
control providing services at the Premises (or Lessee shall assure that such persons carry
such insurance), including professional negligence liability insurance and workers'
compensation coverage, such insurance to be in an amount and form in compliance with
the laws of the State of Missouri;
(d) Comprehensive general liability insurance against claims for bodily injury,
death,or property damage arising out of Lessee's use or occupancy of the Premises; and
(e) Fire and extended coverage insurance for the full insurable value of
Lessee's fixtures,equipment,and other items of personal property located on or within the
Premises.
11. Insurance Policy Terms and Conditions. The policies of insurance required to be
maintained by Lessee pursuant to this Lease shall name Lessor as an additional named insured and
may be carried under blanket policies maintained by the Parties.
12. Insurance Certificate. Within ten(10)days of a written request by Lessor, Lessee
shall submit to Lessor certificates of the insurers evidencing all the insurance that is required to be
maintained hereunder.
13. Mutual Waiver. Each Party does hereby waive and release any and all claims,
demands,and causes of action which such Party may otherwise have against the other for damage
to or loss of the Premises, or any of the contents and leasehold improvements thereon belonging
to either Lessor or Lessee, arising from perils ordinarily insured against under standard fire and
extended coverage insurance policies issued in the State of Missouri at the time of such loss or
damage.
3
14. Indemnity. Lessee shall at all times indemnify and hold Lessor harmless against
all actions, claims, demands, costs, damages, and expenses of every kind which may be brought
or made, arising from the negligence of Lessee , its agents, employees and invitees. Lessee shall
indemnify,defend(with counsel reasonably satisfactory to Lessor)and hold Lessor harmless from
any and all claims,demands or causes of action(including costs and reasonable attorney fees) for
personal injury,death or property damage arising out of any act or omission of 157 RIVERSIDE,
its contractor or subcontractors except to the extent primarily caused by the acts or omissions of
Lessor.
15. Modification. Any alteration, modification or change in the provisions of this
Lease shall be reduced to writing and executed by the Parties.
16. Waiver of Breach. The waiver of any Party hereto of a breach of any provision of
this Lease shall not operate or be construed to be a waiver of any subsequent breach by any Party.
17. Default. If default shall be made any time by either Party in any of the covenants
herein contained, then written notice of the default shall be given to the defaulting Party. If the
default is not cured within ten(10)days of the defaulting Party's receipt of said notice, the Party
not in default may,at its option,terminate this Lease. Upon the termination of said Lease or at the
expiration by lapse of time of the term hereby demised,Lessee shall at once surrender possession
of the Premises to Lessor and remove all effects therefrom.
18. Merger. This Lease constitutes the entire agreement between the Parties relating
to the subject matter of this Lease. No oral statements or prior written material not specifically
incorporated herein shall be of any force and effect.
19. Severability. In the event that any provision of this Lease is held to be
unenforceable for any reason, the unenforceability thereof shall not affect the remainder of this
agreement,which shall remain in full force and effect and enforceable in accordance with its terms.
20. Governing Law. The Parties agree that this Lease shall be governed by and
construed in accordance with the laws of the State of Missouri.
21. Notices. Any notice or other documents required or permitted by this Lease must
be in writing and shall be deemed given at the time it is hand delivered, electronically mailed
("emailed")or deposited in the United States mail,postage prepaid, certified or registered,return
receipt requested and addressed to the Party to whom it is to be given as follows:
To Lessee: Luke Draily Construction Company, Inc.
75 NW Business Park Lane
Riverside, MO 64150
Phone: (816)459-8531
Email: rbecker@lukedraily.com
To Lessor: City of Riverside, Missouri
4
Attn: City Administrator
2950 NW Vivion Road
Riverside,MO 64150
22. Binding Upon Successors. This Lease shall inure to the benefit of and be binding
upon the Parties hereto and their successors and assigns.
IN WITNESS WHEREOF,the Parties hereto have executed this Lease.
LESSEE:
LUKE DRAILY CONSTRUCTION
COMPANY,INC.
BY41.16.
N. .�, Ire'
TITLE: l7r
157 RIVE J ,LLC
BY:
NAME: +ZS Tb (-
TITLE:
LESSOR:
CITY OF RIVERSIDE,MISSOURI
BY:
NAME: leen L.Rose
TITLE: Mayor
5
Attn: City Administrator
2950 NW Vivion Road
Riverside,MO 64150
22. Binding Upon Successors. This Lease shall inure to the benefit of and be binding
upon the Parties hereto and their successors and assigns.
IN WITNESS WHEREOF,the Parties hereto have executed this Lease.
LESSEE:
LUKE DRAILY CONSTRUCTION
COMPANY,INC.
BY:
NAME:
TITLE:
157 RIVERSIDE,LLC
BY:
NAME:
TITLE:
LESSOR:
CITY OF RIVERSIDE,MISSOURI
BY:
NAME: Kathleen L. Rose
TITLE: Mayor
5
Exhibit A
Legal Description [To be confirmed by title work]
75 NW Business Park Lane, Riverside, MO 64150
Tax Parcel ID: 23-2.0-04-400-008-006.000
6
EXHIBIT F
SPECIAL WARRANTY DEED
Form of Special Warranty Deed from City of Riverside, MO
COVER PAGE FOR RECORDING
Title of Document: Special Warranty Deed
Date of Document: 20_
Grantor Name and Address: CITY OF RIVERSIDE,MISSOURI
2950 NW Vivion Road
Riverside,Missouri 64150
Grantee Name and Address:
Legal Description/Address:
Book and Page Reference: N/A
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of ,20_by the CITY OF RIVERSIDE,
MISSOURI,a fourth class city organized and existing under the laws of the State of Missouri,as
grantor("Grantor"),with a mailing address of 2950 NW Vivion Road, Riverside, Missouri
64150 to , a organized and existing under the laws of the
state of , as grantee("Grantee"),with mailing address of
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00)and other valuable consideration to it in hand paid by Grantee(the receipt
of which is hereby acknowledged)does by these presents, SELL and CONVEY unto Grantee, its
successors and assigns,the lots,tracts or parcels of land, lying,being and situate in the County of
Platte and State of Missouri as described as follows:
[insert legal description]
EXCEPT AND FURTHER SUBJECT TO:
a. (i)easements,restrictions, declarations,reservations, agreements, instruments and
other matters of record, if any; (ii)taxes and assessments,general and special,not now due and
payable; and(iii)rights of the public in and to the parts thereof in streets,roads or alleys.
b. This Deed is made and delivered upon the condition subsequent,which shall be
binding upon and enforceable against GRANTEE and its successors in title,that if the
commencement of vertical construction conforming to submitted design criteria and approved
plans and specifications shall not have been commenced in good faith within ( )days
from the date hereof, and thereafter diligently prosecuted to completion, strikes,unavailability of
labor and other causes beyond GRANTEE'S reasonable control excepted, then all right, title and
interest herein conveyed in and to the subject property shall,at the election of GRANTOR,
automatically revert to and become the property of GRANTOR,which shall have the immediate
right to enter upon and take full possession of the subject property,and all right,the event of
such election, shall be obligated to forthwith refund to GRANTEE or its then successor(s)in title
all monies paid on the purchase price of the subject property by GRANTEE to GRANTOR, less
such sums as GRANTOR may reasonably expend in removing uncompleted or nonconforming
buildings and structures from the subject property. The failure of GRANTOR to insist upon
strict performance of such condition subsequent, in whole or in part, shall not effect a waiver or
relinquishment of the same. When construction of such building and facilities has been
completed in accordance with the terms herein provided,then(i)all reversionary rights of
GRANTOR shall terminate and be extinguished(ii)GRANTEE shall thereupon hold title to the
subject property free and clear of this condition subsequent at the request and expense of
GRANTEE.
c. Alternatively,Grantee may make a Payment in Lieu of Taxes for the period of
possession past the targeted completion date if Grantee does not want the property to revert to
the Grantor.
TO HAVE AND TO HOLD the premises aforesaid,with all and singular the rights
privileges,appurtenances and immunities thereto belonging or in anywise appertaining unto
Grantee and unto its successors and assigns forever,Grantor hereby covenanting that said
premises are free and clear from any 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]
EXHIBIT G
SPECIAL WARRANTY DEED
Form of Special Warranty Deed from 157 Riverside to City of Riverside,MO
COVER PAGE FOR RECORDING
Title of Document: Special Warranty Deed
Date of Document: 20_
Grantor Name and Address:
Grantee Name and Address:
Legal Description/Address:
Book and Page Reference: N/A
IN WITNESS WHEREOF,Grantor has caused these presents to be signed as of the day and
year first above written.
GRANTOR
CITY OF RIVERSIDE, MISSOURI
!., I P.
`' By:
Gt. Kathleen L. Rose, Mayor
ATTEST '=. - ' ,,
B.
City IC.Ir '',,•`y
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS day of ,20 before me,the undersigned, a Notary
Public in and for said County and state,personally appeared Kathleen L. Rose to me personally
known,who being by me duly sworn, did say that she is the Mayor of the City of Riverside,
Missouri, a municipal corporation duly organized and existing under the laws of the state of
Missouri, and that the seal affixed to the foregoing instrument is the seal of said municipality,
and that said instrument was signed and sealed in behalf of said municipality by free act and
deed of said municipality.
WITNESS my hand and official seal in the County and State aforesaid, the day and year
first above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of ,20 by ,as
grantor("Grantor"),with a mailing address of to
,a organized and existing under the laws of the state of
,as grantee("Grantee"),with mailing address of
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00)and other valuable consideration to it in hand paid by Grantee(the receipt
of which is hereby acknowledged)does by these presents, SELL and CONVEY unto Grantee,its
successors and assigns,the lots,tracts or parcels of land, lying,being and situate in the County of
Platte and State of Missouri as described as follows:
[insert legal description]
EXCEPT AND FURTHER SUBJECT TO:
a. (i)easements,restrictions, declarations,reservations, agreements, instruments and
other matters of record, if any; (ii)taxes and assessments,general and special,not now due and
payable; and(iii)rights of the public in and to the parts thereof in streets,roads or alleys.
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]
IN WITNESS WHEREOF,Grantor has caused these presents to be signed as of the day and
year first above written.
GRANTOR
157 RIVERSIDE,LLC,a Missouri limited liability
company
By:
Name:
Title:
Date:
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS day of ,20_,before me, the undersigned, a Notary
Public in and for said County and state,personally appeared to me personally
known,who being by me duly sworn, did say that he is the of ,
a Missouri limited liability company,[and that the seal affixed to the foregoing instrument is the
seal of said company],and that said instrument was signed[and sealed]in behalf of said
company by free act and deed of said company.
WITNESS my hand and official seal in the County and State aforesaid, the day and year
first above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
EXHIBIT H
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:
5. Legal Description/Address:
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, , a Missouri limited liability company (" ")
and the City are parties(the"Parties")to a certain Purchase and Sale Agreement("PSA")pursuant
to which the City agreed to sell to , and agreed to purchase, certain
real property located in Platte County, Missouri,as more particularly described as follows:
(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.
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.
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.
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 31,202 ,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.
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 December 31, 202 and thereafter shall diligently pursue such construction to
completion by no later than December 31, 202_, of an industrial building having not less
than thousand( ) 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, 202 and on the same day of each subsequent month, approximately
and _/100 Dollars ($ ) 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 thousand
( )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) and _/100 Dollars ($ ),
multiplied by(ii)a fraction,the numerator of which is the square footage of such building
as constructed, and the denominator of which is thousand ( ).
For example, in the event no building is constructed on the Land prior to December 31,
202 ,then ( )PILOT Payments of and_/100 Dollars
($ ) shall be payable, with the first such payment being payable on January 15,
202_, subsequent payments being payable on the fifteenth(15th) day of each succeeding
month, and the last payment being payable on , 202_.
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.
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,MISSOURI
By:
Name: Kathleen L. Rose
Title: Mayor
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS day of , 2024, 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 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.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires: