HomeMy WebLinkAbout2049 Amending Purchase and Sale Agreement of Certain Real Property to Ballard Real Estate BILL NO. 2025-002 ORDINANCE NO.—2/Y09
AN ORDINANCE AUTHORIZING AND APPROVING THE AMENDMENT TO THE PURCHASE
AND SALE AGREEMENT OF CERTAIN REAL PROPERTY BY THE CITY OF RIVERSIDE,
MISSOURI TO BALLARD REAL ESTATE, LLC, AND AUTHORIZING OTHER DOCUMENTS
AND ACTIONS RELATED THERETO
WHEREAS,the City of Riverside, Missouri(the"City")a fourth-class city organized and existing
under the laws of the State of Missouri, as Seller, entered into a Purchase and Sale Agreement
dated December 24, 2024 ("Agreement"), with Ballard Real Estate, LLC, a limited liability
company, duly organized and validly existing and in good standing under the laws of Missouri
("Buyer");
WHEREAS, the City and Buyer desire to enter into the First Amendment to Purchase and Sale
Agreement("Amendment"), attached hereto as Exhibit A, and incorporated herein,to amend the
legal description depicted in Exhibit A of the Agreement; and
WHEREAS, the Board of Aldermen find that the Amendment fulfills a public purpose and will
further the growth of the City, facilitate the development of Riverside, improve the environment of
the City, increase the assessed valuation of the real estate situated within the City, increase the
sales tax revenues realized by the City, foster increased economic activity within the City,
increase employment opportunities within the City, enable the City to direct the development of
the Property, and otherwise be in the best interests of the City by furthering the health, safety,
and welfare of its residents and taxpayers; and, approves and authorized the Amendment.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF
RIVERSIDE, MISSOURI AS FOLLOWS:
SECTION 1 — BEST INTEREST OF THE CITY TO APPROVE THE FIRST AMENDMENT TO
THE PURCHASE AND SALE AGREEMENT. It is in the best interest of the City, in order to
further the growth of the City, improve the environment of the City, foster increased economic
activity within the City, increase employment opportunities within the City, further the objectives
of the TIF Plan, further build out the public infrastructure and otherwise is in the best interests of
the City by furthering the health, safety, and welfare of its residents and taxpayers, to enter into
the Amendment to extend the Due Diligence Period, in substantially the same form as Exhibit A,
attached hereto and incorporation herein, is hereby approved.
SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the
Agreement in substantially the same form attached hereto as Exhibit A, with such changes
therein as are approved by the Mayor. The Mayor, City Administrator, Special Counsel to the
City — Spencer Fane LLP, and other appropriate officials and employees of the City are hereby
authorized and directed to take any and all actions as may be deemed necessary or convenient
to carry out and comply with the intent of this Ordinance and to execute and deliver for and on
behalf of the City all certificates, instruments, agreements and other documents as may be
necessary or convenient to perform all matters herein authorized.
SECTION 3—EFFECTIVE DATE.. This Ordinance shall be in full force and effect from and after
its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only,PASSED AND
APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of
Riverside,Missouri,this 21st day of January, 2025.
Kathleen L. Rose, Mayor
ATTEST:
Robin Kincaid, City Clerk
Approved as to form:
Spencer Fane, LLP
Special Counsel to the City
by Joe Bedner
EXHIBIT A
FIRST AMENDMENT TO THE PURCHASE AND SALE AGREEMENT
Execution Version
FIRST AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
This First Amendment to Purchase and Sale Agreement(this "First Amendment") is made and
entered into as of January_, 2024 (the"Effective Date")by and between CITY OF
RIVERSIDE,MISSOURI, a fourth class city and political subdivision duly organized and
existing under the laws of the State of Missouri("Seller"or"City") and BALLARD REAL
ESTATE,LLC, a Missouri limited liability company("Purchaser") (collectively,the
"Parties").
RECITALS
A. Seller and Purchaser entered into that certain Purchase and Sale Agreement
effective as of December 24, 2024(the"Agreement").
B. The description of the property in the Agreement was incorrect, and the parties
desire to correct the description of the property. The correct description of the property is
Riverside Soccer Lot 6, a subdivision in the City of Riverside, Platte County, Missouri, and
consists of approximately 13.701 acres (the"Property"); and
C. Seller and Purchaser now desire to amend the Agreement as set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Seller and Purchaser hereby agree to amend the Agreement as
follows:
1. Capitalized Terms. Capitalized terms used in this First Amendment which are not
defined in this First Amendment will have the definitions ascribed to such terms in the
Agreement.
2. Exhibit A Legal Description. The legal description in Exhibit A of the Agreement is
hereby deleted in its entirety and the following substituted therefor:
Riverside Soccer Lot 6, a Subdivision in Riverside, Platte County, Missouri,
according to the recorded plat thereof
3. Reaffirmation/Conflicts. Any references in the Agreement to "this Agreement" shall
be deemed references to the Agreement as amended by this First Amendment. Except
as modified by this First Amendment, the Parties reaffirm all terms, covenants and
conditions contained in the Agreement. Nothing in this First Amendment affects or
modifies any of the provisions of the Agreement, except as expressly provided for in
this First Amendment. In the event of a conflict between the terms and conditions of
this First Amendment and those of the Agreement,the terms and conditions of this First
Amendment will control.
4. Miscellaneous. This First Amendment embodies the entire understanding between
Seller and Purchaser with respect to its subject matter. The determination that any
Page 1 of 4
provision of this First Amendment is invalid or unenforceable will not affect the
validity or enforceability of the remaining provisions of this First Amendment or of
that provision under other circumstances. In the event of any determination of
invalidity or unenforceability of this First Amendment, this First Amendment will be
construed as if the invalid or unenforceable provision were not included in this First
Amendment.
5. Counterparts and Signatures. This First Amendment may be signed in several
counterparts, each of which will be fully deemed as an original and when taken
together will constitute one and the same instrument. Signatures to this First
Amendment that are photocopied or electronically stored or transmitted will be deemed
to be originals, and the Parties will accept and be bound by such signatures.
Page 2 of 4
IN WITNESS WHEREOF, the Parties have executed this First Amendment to Agreement
of Purchase and Sale as of the Effective Date.
SELLER:
CITY OF RSIDE, MISSOURI
By: a &ifleeD ' -
thleen L. Rose,Mayor
Dater tit .a,1 , a-4,2_,5`
ATTEST:
By..,
Robin Kincai , City Clerk
at
F • • t it r' ---
Page 3 of 4
PURCHASER:
BALLARD REAL ESTATE,LLC,
a Missouri limited liability company
By:
Angie K. Long, Authorized Signatory
Date:
Page 4 of 4
COVER PAGE FOR RECORDING
1. Title of Document: Special Warranty Deed
2. Date of Document: February.2025
3. Grantor Name and Address: CITY OF RIVERSIDE,MISSOURI
2950 NW Vivion Road
Riverside,Missouri 64150
4. Grantee Name and Address: BALLARD REAL ESTATE, LLC
c/o Palmer Square Real Estate Management LLC
Attn: Real Estate Operations
1900 Shawnee Mission Parkway, Suite 315
Mission, KS 66205
5. Legal Description/Address: See attached Exhibit A
6. Book and Page Reference: N/A
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of February,c, 2025, by the CITY OF RIVERSIDE,
MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri, with a
mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150, as grantor ("GRANTOR"), to
BALLARD REAL ESTATE, LLC, a Missouri limited liability company, with a mailing address of attn.:
Palmer Square Real Estate Management, LLC, 1900 Shawnee Mission Parkway, Suite 315, Mission, KS
66205,as grantee("GRANTEE").
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:
See Attached Exhibit A
THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO:
a. Any and all exceptions,reservations,restrictions,covenants,easements,rights-of-way and
other matters of record;
b. Any taxes and assessments not yet due and payable;
c. Zoning,subdivision and land use laws and ordinances.
TO HAVE AND TO HOLD the premises aforesaid, with all and singular 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.
IN WITNESS WHEREOF,GRANTOR has caused these presents to be signed as of the day and
year first above written.
GRANTOR:
"w CITY OF VERSIDE, MISSOURI
B -14 t
Kathleen L.Rose,Mayor
AITEST:
B
Robin Kincaid, ity Clerk
ACKNOWLEDGEMENT
STATE OF MISSOURI )
)SS
COUNTY OF PLATTE )
ON THIS Oilay of February,2025,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 instrument was signed and sealed in behalf of said
municipality by free act and deed of said municipality.
WITNESS my hand and official seal in the County and State aforesaid,the day and year first above
written.
ROBIN tatcwo
NOT IOW-NOTARY SEAL
WIRES 2071 Notary Public Signa e
MARCHsTATE OF MISS"
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COMMISSION
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Printed or Typed Name
My Commission Expires:
Exhibit A
Legal Description
LOT 6, RIVERSIDE SOCCER, a subdivision in Riverside, Platte County,Missouri.
SELLER'S FIRPTA CERTIFICATION
Section 1445 of the Internal Revenue Code of 1986, as amended, (the "Code") provides
that a transferee of a U.S. real property interest must withhold tax if the transferor is a
foreign person. For U.S.tax purposes(including Section 1445),the owner of a disregarded
entity (which has legal title to a U.S. real property interest under local law) will be the
transferor of the property and not the disregarded entity. To inform BALLARD REAL
ESTATE, LLC, a Missouri limited liability company (the "Transferee") that withholding
of tax under the Code is not required upon the disposition of a U.S. real property interest
by THE CITY OF RIVERSIDE (the "Transferor"), the undersigned hereby certifies the
following on behalf of the transferor:
1. The Transferor is not a foreign corporation, foreign partnership, foreign trust,
foreign estate or foreign person (as those terms are defined in the Code and the
income Tax regulations promulgated thereunder);
2. The Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii);
3. The Transferor's U.S. employer identification number is 44-6005867;
4. The Transferor's office address is: 2950 NW VIVION ROAD, RIVERSIDE,
MISSOURI 64150.
The Transferor understands that this certification may be disclosed to the Internal Revenue
Service by the Transferee and that any false statement contained herein could be punished
by fine, imprisonment, or both.
Under penalty of perjury I declare that I have examined this certification and to the best of
my knowledge and belief it is true, correct and complete, and I further declare that I have
authority to sign this document on behalf of the Transferor.
TRANSFEROR:
THE CITY OF RIVERSIDE, a fourth-class city and
political subdivision
By: ts/ttlibldorf
uiathleen L. Ros ,Mayor
Date: February 41,2025
ESTOPPEL CERTIFICATE
February ,2025
To: BALLARD REAL ESTATE, LLC ("Buyer")
1900 Shawnee Mission Parkway, Suite 315
Mission Woods, Kansas 66205
Re: Declaration of Covenants, Restrictions, Easements, Charges, Assessments and
Liens for Horizons Business Park/Planned Development District by the City of
Riverside, Missouri, The Industrial Development Authority of the City of
Riverside, Missouri, and Riverside Horizons, LLC, dated as of February 13, 2012,
and recorded as of March 9, 2012 with the Recorder of Deeds of Platte County,
Missouri as Instrument No. 2012003468 in Book 1187, Page 286 (the
"Declaration"). All capitalized terms used but not otherwise defined herein shall
have the meaning provided in the Declaration.
The undersigned, as the Association (the "Association") under the Declaration, hereby
certifies to and agrees with (i) Buyer, and (ii) First American Title Insurance Company
(collectively, the "Reliance Parties"), in connection with that certain real property legally
described as Riverside Soccer Lot 6, a Subdivision in Riverside, Platte County, Missouri, which
is subject to the Declaration(the"Property"), as of the date hereof as follows:
1. A true and complete copy of the Declaration, including all amendments and
modifications thereto, is attached hereto as Exhibit A. The Declaration is in full force and
effect. There are no side letters or other arrangements relating to the Declaration that
materially impact the use or development of the Property.
2. There are no outstanding assessments, charges, or other fees that are due but unpaid
under the Declaration by Buyer with respect to the Property.
3. To the actual knowledge of the Association, (i) all parties to the Declaration are in full
compliance with all obligations thereunder as of the date hereof, and (ii) no event has
occurred or failed to occur which, with the passage of time or the giving of notice, or
both, would constitute a present state of default or material breach under the terms of the
Declaration by any party to the Declaration which affects the Property.
4. Notwithstanding any terms or provisions contained in the Declaration to the contrary, the
Design Review Committee (the"DRC")does not currently exist.
5. The Association hereby agrees that the Association shall promptly forward, or cause to be
forwarded, to Buyer at its address designated below, or such other address as Buyer may
from time to time designate to the Association and/or, to the extent that one exists, the
DRC in writing, copies of all notices given by the Association and/or the DRC to Buyer
under the Declaration.
1
If to Buyer:
c/o Palmer Square Real Estate Management
1900 Shawnee Mission Parkway, Suite 315
Mission Woods, Kansas 66205
Attention: Real Estate Operations
E-Mail: development c�rpalmersguarerealestate.com
6. This Estoppel Certificate shall inure to the benefit of the Buyer and its successors and
assigns.
7. The undersigned holds the position indicated in its signature below and has full authority
to execute this Estoppel Certificate on behalf of the Association.
[Remainder of the Page Intentionally Left Blank]
This Estoppel Certificate is executed as of the date first written above. The undersigned certifies
to the Reliance Parties that the foregoing statements are true, correct and complete as of the date
hereof. In addition, the undersigned acknowledges that the Reliance Parties will rely on this
certificate and the information contained in this certificate shall be for the benefit of the Reliance
Parties.
ASSOCIATION:
HORIZON BUSINESS PARK ASSOCIATION, INC.,
a not-for-profit Missouri corporation
By:
Name:
Title:
EXHIBIT A
Declaration
(See attached.)
DISTRIBUTION OF SELLERS NET PROCEEDS CHECK
(Please check the appropriate paragraph)
SELLER: City of Riverside, Missouri
BUYER: Ballard Real Estate, LLC
FILE NO. NCS-1245935-KCTY
ADDRESS: Lot 6, Riverside Soccer - Riverside, MO
LEGAL DESCRIPTION:
[] I/We hereby authorize to sign the final Settlement
Statement and any other related closing documents on my/our behalf.
[] The proceeds check* will be picked up by the seller.
Please call
[] The proceeds check* will be picked up by
Please call
[] Check here if you need us to make special arrangements for your proceeds check.
[] Please forward the net proceeds check by:
[] Overnight Mail (Additional charge will apply)
[] Regular mail service.
Address to send check:
Eti PLEASE WIRE TRANSFER (Additional wire charge will apply)
Name of Bank C1-}i !1 1 t •1A . ) Nev1 o -
City and State NtvJ t-tor' 1J�{
ABA No. 02.1 00004Bck Acct. No. 4O5S—3153
Chttirtet. SCriwab (tl, , F uLQ T1ie R efiazziT —To
Name on the account for C.1446 O'F +R%vtv5id t• ‘15 2�•1 -3211
Recipients address OM S' 1 -i-V'►,►ut3ak-C r n O r , 1\ Pao T3+4 1111
[] Please fax further documentation in need of a signature to:
[] PLEASE CALL FOR AUTHORIZATION BEFORE FAXING
Please provide email address t r awGr& O 'mo. gdo
City of Riverside, Missouri, a Missouri
municipal corporation, a corporation
By:
�o r
Name: Kathleen L. Rose
Title: Mayor
STATE OF I SSo:rc��
) ss.
COUNTY OF -PI A "e )
The undersigned Affiant, Kathleen L. Rose, in consideration of First American Title
Insurance Company insuring an interest in or title to the real estate described herein, and
being first duly sworn on oath, depose(s) and state(s) as follows:
1. Affiant is the Mayor of the City of Riverside, Missouri (hereinafter identified as
the "Company"), the owner of the real estate legally described in Commitment
No. NCS-1245935-KCTY (hereinafter identified as the "Premises").
2. No proceedings in bankruptcy or receivership have been instituted by or against
the Company within the last ten years, and the Company has never made an
assignment for the benefit of creditors, except as follows: (if none, so state)
NONE
3. There is no action pending in any state or federal court in the United States to
which the Company is a party nor, is there any state or federal court judgment or
state or federal lien of any kind against the Company which would constitute a
lien or charge upon the Premises, except as follows: (if none, so state)
NONE
4. Except as disclosed on the Commitment, there are no unrecorded contracts,
leases, easements or other agreements or instruments that would affect title to the
Premises, except as follows: (if none, so state)
NONE
5. The Company is in sole possession of the Premises, and no other party has
possession, or has right of possession under any tenancy, lease or other
agreement, written or oral, other than pursuant to a recorded document, except as
follows: (if none, so state) NONE
6. No labor, services or materials have been furnished to or for the Premises or the
improvements located thereon during the last 12 months, except as follows: (if
none, so state) NONE
7. All prior years' ad valorem taxes, special assessments and personal property taxes
have been paid and no judgments are standing against the Company for any such
taxes or assessments.
8. There are no outstanding sales contracts unpaid or due for the Premises or the
improvements located thereon.
9. That there are no encroachments or boundary line questions affecting the
Premises of which the Company has knowledge.
OWNER'S AFFIDAVIT
FIRST AMERICAN TITLE INSURANCE COMPANY
10. There are no defects, liens, encumbrances, adverse claims or other matters first
appearing in the public records or attaching subsequent to the effective search
date of the Commitment of title insurance for the Premises but prior to the date
and time the proposed insured acquires for value of record the estate or interest
covered by the Commitment for the Premises.
The undersigned makes this affidavit on behalf of the Company for the purpose of
inducing First American Title Insurance Company under Commitment No. NCS-
1245935-KCTY to issue a policy or policies of title insurance, knowing that First
American Title Insurance Company will rely on the truth of the statements made herein,
and the Company expressly agrees to indemnify and hold harmless First American Title
Insurance Company from any and all loss including but not limited to attorney's fees and
legal costs, arising from any inaccuracies contained herein.
City of Riverside, Missouri
By: ` ,
Name:Kathleen L. Rose
Title: Mayor
Subscribed and sworn to on this ,5 'day of February, 2025, before me, a Notary Public
in and for said state by Kathleen L. Rose, as the Mayor of the City of Riverside,
Missouri.
1 ROBIN L KINCAID /,
NOTARY PUBLIC-NOTARY SEAL
STATE OF YS90UW
MY SON E)(PIRES W1RCN 8,2027
...Z.._ .co,_,z,,,,,f i.:45
CLINTON COUNTY Printed Name:
COMMISSION Th5390631 , 7 f L. ;,Jca i d
Notary Public in and for said State
[SEAL]
My commission expires:iytitAc A �y - .,.
NOTE: The blanks must be completed
and if they do not apply put "NONE."
4 E," First American Title Insurance Company
-- k National Commercial Services
1100 Main Street, Suite 1900 • Kansas City, MO 64105
44,4
Office Phone:(816)410-7911 Office Fax:(866)493-6334
Final Settlement Statement
File No: NCS-1245935-KCTY
Escrow Officer: Wayne Bennett/WB
Settlement Date:
Disbursement Date:
Property:
Lot 6, Riverside Soccer, Riverside, MO
Buyer:
Ballard Real Estate, LLC
do Palmer Square Real Estate, Management LLC, 19000
Shawnee Mission Parkway, Suite 315, Mission, KS 66205
Seller:
City of Riverside, Missouri
City Hall, 2950 NW Vivion Road, Riverside, MO 64150
Buyer Charge 'Buyer Credit I Description (Seller Charge (Seller Credit I
Consideration
2,566,751.22 Total Consideration 2,566,751.22
Prorations
3,071.15 County Taxes 01/01/25 to 02/19/25 @$22,876.97/yr 3,071.15
Title/Escrow Charges
750.00 Closing-Escrow Fee to First American Title Insurance 750.00
Company National Commercial Services
50.00' Recording Service Fee to First American Title Insurance
Company National Commercial Services
Search and Exam to First American Title Insurance Company 550.00
National Commercial Services
Policy-Extended ALTA 2021 Owner's($2,566,751.22)to First 4,102.00
American Title Insurance Company National Commercial
Services
2,000.00 Endorsement(0)(Owner's Policy Endorsements)to First
American Title Insurance Company National Commercial
Services
Recording Fees(1. Deed) 33.00
2,566,480.07 Cash(X From)( To)Buyer
Cash(X To)( From)Seller 2,558,245.07
2,569,551.22 2,569,551.221 Totals 2,566,751.22 2,566,751.22
See Attached Signatures
Settlement Statement Page 1 of 1
Print Date: 02/12/2025, 2:34 PM
Final Settlement Statement
Settlement Date: File No: NCS-1245935-KCTY
Officer: Wayne BennettNVB
BUYER(S):
Ballard Real Estate, LLC, a Missouri limited liability company
By: ACKC RE HOLDINGS, LLC, a Delaware limited liability company, its Sole Member
By:
Name: Angie K. Long
Title: Authorized Signatory
Final Settlement Statement
Settlement Date: File No: NCS-1245935-KCTY
Officer: Wayne BennettNVB
SELLER(S):
City of Riverside, Missouri, a Missouri municipal corporation
By: ea-a6-..i-t•/)a)C410eAd.e._,
Name: Kathleen L. Rose
Title: Mayor