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HomeMy WebLinkAbout2073 Authorizing Amendments to Purchase and Sale Agreements Between City of Riverside and 157 Riverside, LLC BILL NO. 2025-034 ORDINANCE NO. 2073 AN ORDINANCE AUTHORIZING AND APPROVING THE AMENDMENTS TO THE PURCHASE AND SALE AGREEMENTS OF CERTAIN REAL PROPERTIES BY AND BETWEEN THE CITY OF RIVERSIDE, MISSOURI, AND 157 RIVERSIDE, 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 that certain Purchase and Sale Agreement dated effective as of August 6, 2024, (the "Lot 8 Agreement") with 157 Riverside, LLC, a Missouri limited liability company, ("157 Riverside" and, together with City, the "Parties"), as Purchaser; and WHEREAS, 157 Riverside, as Seller, entered into the certain Purchase and Sale Agreement dated effective as of August 6, 2024 (the "75 Business Park Agreement") with City, as Purchaser; and WHEREAS, the Parties desire to enter into that First Amendment to Purchase and Sale Agreement to the Lot 8 Agreement (the "Lot 8 Amendment") attached hereto as Exhibit A, and incorporated herein; and WHEREAS, the Parties desire to enter into that First Amendment to Purchase and Sale Agreement to the 75 Business Park Agreement, attached hereto as Exhibit B, and incorporated herein (the "75 Business Park Amendment" and, together with the Lot 8 Amendment, the "Amendments"), to amend Section 6(C) Seller's Closing Conditions Precedent by removing 6(C)v in its entirety; and WHEREAS, the City's Staff recommends approval of the Amendments; and WHEREAS, the Board of Aldermen find that the Amendments 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. 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 AMENDMENTS TO THE PURCHASE AND SALE AGREEMENTS. 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 that First Amendment to Purchase and Sale Agreement to the Lot 8 Agreement (the "Lot 8 Amendment") attached hereto as Exhibit A, and incorporated herein, and further to enter into that First Amendment to Purchase and Sale Agreement to the 75 Business Park Agreement, attached hereto as Exhibit B, and incorporated herein (the"75 Business Park Amendment"and, together with the Lot 8 Amendment, the "Amendments"), and the Amendments are hereby approved. SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the Amendments in substantially the same form as Exhibit A and Exhibit B. 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 15th day of April 2025. Kathleen L. Rose, Mayor ATTEST: Robin Kincaid, City Clerk Approved as to form: Spencer Fane LLP, Special Counsel to the City by Joe Bednar EXHIBIT A LOT 8 AMENDMENT 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 April /.5-1t 2025 (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 157 RIVERSIDE, 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 August 6, 2024(the"Agreement"). B. In the Agreement,the Parties 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 be a condition to closing;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. Section 6(C) Seller's Closing Conditions Precedent. The Parties agree to remove 6(C)(v) in its entirety. 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 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 Page 1 of 4 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 IVERSIDE, MIS 04 I By: athleen L. Rose, Mayor Date: at-4--4-2I5 )d ATTEST: By: Robin Kincaid, City Clerk Page 3 of 4 PURCHASER: 157 RIVERSIDE, LLC, a Miss 'mited liability company B : Date: `Tilt 17 Page 4 of 4 EXHIBIT B 75 NW BUSINESS PARK AMENDMENT 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 April ,2025 (the"Effective Date")by and between 157 RIVERSIDE, LLC, a Missouri limited liability company("Seller")and CITY OF RIVERSIDE, MISSOURI,a fourth class city and political subdivision duly organized and existing under the laws of the State of Missouri("Buyer" and"City")(collectively,the"Parties"). RECITALS A. Seller and Buyer entered into that certain Purchase and Sale Agreement effective as of August 6, 2024(the"Agreement"); B. In the Agreement,the Parties 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 be a condition to closing; C. The Parties have agreed to extend the Due Diligence Period as set forth below;and D. Seller and Buyer 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 Buyer 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. Section 3 (Conditions Precedent to Closing). The Parties agree that the first sentence of Section 3 shall be deleted in its entirety and the following replaced therefor: Buyer shall have forty-five(45) days from the Effective Date of this Amendment to determine whether the Property is suitable for Buyer's intended use (the"Due Diligence Period"). 3. Section 3(Conditions Precent to Closing). The Parties agree that the following shall be added to the end of the introductory paragraph of Section 3: Buyer shall have the right,in its sole discretion,to extend the Due Diligence Period for one additional thirty (30) day period to allow additional time to complete due diligence investigations (the "Extended Due Diligence Period"). Buyer may exercise its right to extend the Due Diligence Period by delivering written notice to Seller prior to the expiration of the Due Diligence Period. In the event Buyer exercises its right to extend the Due Diligence Period, the term "Due Diligence Period"as used in this Agreement shall mean the initial Due Diligence Period and the Extended Due Diligence Period. Page 1 of 4 4. Section 6(C) Seller's Closing Conditions Precedent. The Parties agree to remove 6(C)(v)in its entirety. 5. 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. 6. Miscellaneous. This First Amendment embodies the entire understanding between Seller and Purchaser with respect to its subject matter. The determination that any 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. 7. 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 JEFFERSONCITY 17562381.3 IN WITNESS WHEREOF, the Parties have executed this First Amendment to Agreement of Purchase and Sale as of the Effective Date. SELLER: 157 RIVERSIDE, LLC, a Missouri limited liability company By:Date: `4 J In Z--i Page 3 of 4 JEFFERSONCITY 17562381.3 PURCHASER: CITY OF wyERSIDE, MISSO By: Kathleen L.Rose, Mayor III fe. Date: artj., e ^y 6 • ATTEST: • Robin Kincaid,City Clerk I f DOCID: DOCPROPERTY DOCXDOCID DMS=IManage Format=«LIB» «NUM».«VER» Page 4 of 4 JEFFERSONCSTY 17562381.3