HomeMy WebLinkAbout2078 Authorizing Execution of a Purchase and Sale Agreement of Land between the City of Riverside, and Fountains & BBQ, LLC BILL NO. 2025-040 ORDINANCE NO. 2078
AN ORDINANCE AUTHORIZING AND APPROVING THE EXECUTION OF A PURCHASE AND
SALE AGREEMENT OF CERTAIN LAND BY AND BETWEEN THE CITY OF RIVERSIDE,
MISSOURI, AND FOUNTAINS AND BBQ, LLC, A DELAWARE LIMITED LIABILITY
COMPANY.
WHEREAS, the CITY OF RIVERSIDE, MISSOURI, a fourth-class city organized and
existing under the laws of the State of Missouri ("Seller" and "City"), and FOUNTAINS AND
BBQ, LLC, a Delaware limited liability company, and/or its assigns (collectively "Purchaser")
(Seller, together with Purchaser, collectively the "Parties" and each a "Party") desire to enter into
a purchase and sale agreement for other good and valuable consideration; and
WHEREAS, the City currently owns certain real property commonly known by the parties
as Lot 2, Hydro Conduit Final Plat, a minor subdivision in Riverside, Platte County, Missouri,
whose legal description is attached hereto and incorporated herein as Exhibit A, and the City
desires to sell, and Purchaser wishes to purchase, the following property on the terms herein set
forth (the "Property"); and
WHEREAS, Fountains and BBC, LLC, desires to purchase the Property consisting of
approximately 618,011.42 square feet +/- (14.12+/- acres), to develop and use such parcel to
complete (except for interior tenant improvement work) construction on the Property of an
industrial or office building having not less than two hundred thousand (200,000) square feet of
gross floor area in adherence to the PD Regulations (the "Proposal)"; and
WHEREAS, the City desires to sell the Property to the Purchaser, and the Purchaser
desires to purchase the Property from the City, all upon the terms and conditions in substantially
the form of Purchase and Sale Agreement attached hereto and incorporated herein as Exhibit B
(the "Agreement"), for the Purchase Price (the "Purchase Price") for the Property shall be Seven
Hundred Seventy-Two Thousand Five Hundred Fourteen and 28/100 Dollars ($772,514.28),
which is based upon the purchase price of $1.25 per square foot and the Property's square
footage of 618,011.42 square feet +/-; and
WHEREAS, the Board of Aldermen find that the Proposal submitted by Purchaser fulfills
a public purpose and will further the growth of the City, facilitate the development of Riverside,
improve the environment of the City, increase the assessed valuation of the real estate situated
within the City, increase the sales tax revenues realized by the City, foster increased economic
activity within the City, increase employment opportunities within the City, enable the City to direct
the development of the Property, and otherwise be in the best interests of the City by furthering
the health, safety, and welfare of its residents and taxpayers; and, has authorized this sale of the
Property pursuant to the Agreement, and its transfer by Special Warranty Deed in substantially
the same form as Exhibit C attached hereto and incorporated herein, to Purchaser.
NOW THEREFORE BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY
OF RIVERSIDE, MISSOURI, AS FOLLOWS
SECTION 1 — BEST INTEREST OF THE CITY. The Recitals set forth above in this
Ordinance are incorporated into and made a part of this Agreement as if ful'y set forth in this
Section 1. The Board of Aldermen hereby find and determine that entering into said Agreement,
attached hereto as Attachment 2 and incorporated herein, with Fountains and BBQ, LLC, will
further the objectives of the TIF Plan and the objectives of industrial and economic development
of the City, fulfill a public purpose and will further the growth of the City, tacilitate the development
of the Riverside Horizons Area, improve the environment of the City, increase the assessed
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BILL NO. 2025-040 ORDINANCE NO. 2078
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 Area, further the health, safety,
and welfare of its residents and taxpayers, and that the City sell the Sale Property to Fountains
and BBQ, LLC according to the terms and conditions set forth in the Agreement at a purchase
price of Seven Hundred Seventy-Two Thousand Five Hundred Fourteen and 28/100 Dollars
($772,514.28), therefore will be in the best interests of the City.
SECTION 2 - APPROVAL OF PURCHASE AND SALE AGREEMENT, PAYMENT OF
FUNDS. The Agreement for the Sale of the Property by the City to Fountains and BBQ, LLC in
substantially the form as presented with this Ordinance, upon the terms and conditions and price
contained therein, is hereby approved and authorized.
SECTION 3 - AUTHORITY GRANTED. The City is hereby authorized to enter into the
Agreement, the Mayor to execute and deliver such Agreement, and the City to make payment to
Fountains and BBQ, LLC in the amount of Seven Hundred Seventy-Two Thousand Five Hundred
Fourteen and 28/100 Dollars ($772,514.28), pursuant to the terms and conditions contained in
the Agreement. The Mayor, the City Administrator, the City Attorney, the Special Counsel to the
City, the Finance Officer and other appropriate City officials are hereby authorized to take any
and all actions as may be deemed necessary or convenient to carry out and comply with this
Ordinance consistent with the Ordinances of the City and the laws of the State of Missouri.
SECTION 4 - FAILURE TO COMPLY. That failure to comply with all of the provisions
contained in this ordinance shall constitute violations of both this ordinance and the City's Unified
Development Ordinance.
SECTION 5 - REPEAL OF ORDINANCES IN CONFLICT. All ordinances or parts of
ordinances in conflict with this ordinance are hereby repealed.
SECTION 6 - SEVERABILITY CLAUSE. The provisions of this ordinance are severable
and if any provision hereof is declared invalid, unconstitutional, or unenforceable, such
determination shall not affect the validity of the remainder of this ordinance.
SECTION 7 - EFFECTIVE DATE. This ordinance shall be in full force and effect from and
after the date of 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 9th day of May 2025.
Mayor Kathleen L. Rose
ATTEST.
Robin Kincaid, City Clerk
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BILL NO. 2025-040 ORDINANCE NO.
Approved as to form:
Spencer Fane LLP,
by Joe Bednar
Special Counsel to the City Attorney
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BILL NO. 2025-040 ORDINANCE NO.
Exhibit A
The Legal Description
Lot 2, Hydro Conduit Final Plat, a minor subdivision in Riverside, Platte County, Missouri,
recorded on May 5, 2016 as Instrument Number 2016005512, in Book 21, Page 213.
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BILL NO. 2025-040 ORDINANCE NO.
Exhibit B
The Purchase and Sale Agreement
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BILL NO. 2025-040 ORDINANCE NO.
AGREEMENT OF PURCHASE AND SALE
BETWEEN
THE CITY OF RIVERSIDE,MISSOURI
AND
FOUNTAINS AND BBQ,LLC
(RINKER)
THIS AGREEMENT OF PURCHASE AND SALE(this"Agreement")is made as of the Effective
Date hereinafter defined by and between THE CITY OF RIVERSIDE, MISSOURI, a fourth class city
organized and existing under the laws of the State of Missouri ("Seller" and "City"), and FOUNTAINS
AND BBQ, LLC, a Delaware limited liability company, and/or its assigns (collectively "Purchaser")
(Seller, together with Purchaser, collectively, the "Parties" and each, a"Party"). In consideration of the
agreements contained herein and for other good and valuable consideration,the receipt and sufficiency of
which are hereby acknowledged, Seller and Purchaser hereby agree as follows:
RECITALS
WHEREAS, Seller currently owns certain real property whose legal description is attached hereto
and incorporated herein as Exhibit A, and Seller desires to sell, and Purchaser wishes to purchase, the
following property on the terms herein set forth(collectively,the"Property"):
A. The land consisting of approximately 618,011.42 square feet+/- (14.12 +/- acres), which
is commonly known by the parties as Lot 2, Hydro Conduit Final Plat, a minor subdivision in Riverside,
Platte County, Missouri, recorded on May 5, 2016 as Instrument Number 2016005512, in Book 21, Page
213,and referred to by the parties as described in Exhibit A(the"Land");
B. All right, title and interest of Seller now owned or acquired by Seller prior to the Closing
Date in and to(i)all private streets,roads,avenues,alleys,easements and passageways,opened or proposed,
in front of or abutting the Land, or other appurtenances used in connection with the beneficial use and
enjoyment of the Land and the Improvements,(ii)any award or awards now pending or made after Closing
(as hereinafter defined)by any municipal, county, state or federal authority or body to the present and all
subsequent owners of the Property on account of such ownership,and any unpaid award for damage to the
Land by reason of any change of grade of any such street,road,avenue,alley or passageway, and(iii)any
strips or gores of land adjoining the Land;and
C. All rights, privileges, tenements, hereditaments, rights-of-way, drainage facilities and
areas, maintenance agreements, utilities, easements, appendages, appurtenances, development rights,
permits,approvals,certifications,authorizations,and riparian rights(so long as such rights,appurtenances,
etc. are not public infrastructure improvements)belonging or in any way appertaining to the Land and the
Improvements.
NOW, THEREFORE, in consideration of the premises hereof, the sum of TEN AND NO/100
DOLLARS($10.00),and the purchase price below,and other good and valuable consideration,the receipt
and sufficiency of which are hereby acknowledged, and the mutual undertakings of the parties hereinafter
set forth,it is hereby agreed by the parties as follows:
ARTICLE I
SALE AND PURCHASE
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BILL NO. 2025-040 ORDINANCE NO.
1.1 Sale and Purchase.The Purchase Price(the"Purchase Price")for the Property shall be
$772,514.28, which is based upon the purchase price of approximately $1.25 per square foot and the
Property's square footage of 618,011.42 square feet +/-. Notwithstanding anything in this Agreement to
the contrary, the final purchase price shall be determined by multiplying approximately $1.25 times the
exact number of useable square feet contained within the Property, as certified by Survey (as hereinafter
defined).In no event shall useable square feet include(i)the gross acreage within any existing public street
right-of-way or any proposed public street right-of-way, (ii) the gross acreage within any 100-year flood
plain, or (iii) the gross acreage of any exclusive easement. For the avoidance of doubt, Purchaser is
purchasing the Property from Seller as a fully developed site. Purchaser agrees to pay the Purchase Price
as follows:
(a) Within two (2) business days of execution of this Agreement, Purchaser will
deposit Forty Thousand and 00/100 Dollars ($40,000.00)with the Escrow Agent(defined below)
as an"Escrow Deposit,"which amount will be applied to the Purchase Price at Closing(as defined
below). The Escrow Deposit will be refundable to Purchaser at any time during the Due Diligence
Period;
(b) The balance to be paid in guaranteed funds or cashier's check at Closing,
adjusted at Closing for pro-rations,closing costs and other agreed expenses.
1.2 Escrow Agent. An executed copy of this Agreement shall be delivered to First American
Title Insurance Company, 1100 Main St.,Suite 1900,Kansas City,MO 64105;Attn:Ted Leeper;(913)596-
8292;eleeper(afirstam.com (the"Escrow Agent").
ARTICLE II
TITLE AND SURVEY DOCUMENTS
AND DUE DILIGENCE BY PURCHASER
2.1 Existing Title and Survey Documents. Seller shall furnish to Purchaser, true, correct,
complete and legible copies of any and all (if any)existing title commitments, title exception documents,
and any existing survey,together with any other information in Seller's possession or under its control, in
connection with or related to the Property.
2.2 Title Policy. Seller shall cause to be prepared and furnished to Purchaser within fifteen
(15)days after the Effective Date,at Seller's sole cost and expense(except where otherwise stated below),
an updated title commitment for the Title Policy for the Property(the"Title Commitment") issued by the
Escrow Agent to the Purchaser by the terms of which the Escrow Agent, as agent for First American Title
Insurance company (the "Title Insurer"), agrees to issue to or for Purchaser a standard ALTA form of
owner's policy of title insurance (the "Title Policy") for the Property at the Closing in the amount of the
Purchase Price, insuring Purchaser's fee simple title to the Property to be good and indefeasible subject to
the terms of such Title Policy and the exceptions specified therein,together with readily legible copies of
all documents and plats,if any,which are referred to in the Title Commitment.Seller shall pay the expenses
of obtaining the Title Policy as hereinafter provided at Closing.The Title Policy shall exclude all standard
pre-printed exceptions.
2.3 Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and
furnish to Purchaser, Seller and the Escrow Agent, an updated or a new ALTA survey(the "Survey") of
the Property prepared by a surveyor of Purchaser's choosing (the "Surveyor") as of a date which is
subsequent to the Effective Date.
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2.4 Review of Title and Survey. Purchaser and its agents and designees shall have the Due
Diligence Period,as defined below, in which to notify Seller in writing of any objections Purchaser has to
any matters shown on the Title Commitment and the Survey. All objections raised by Purchaser in the
manner herein provided are hereafter called "Objections." Seller may, but is not obligated to, remedy or
remove all Objections(or agree irrevocably in writing to remedy or remove all such Objections at or prior
to Closing)during the period of time ending on the fifth(5th)day after Seller's receipt of Purchaser's notice
of such Objections(the"Cure Period").Except to the extent that Seller cures,or agrees in writing to cure,
such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. In
the event Seller is,or is deemed to be,unable or unwilling to remedy or cause the removal of any Objections
(or agree irrevocably to do so at or prior to Closing)within the Cure Period,then either(a)this Agreement
may be terminated in its entirety by or on behalf of Purchaser by giving Seller written notice to such effect
during the period of time (the "Termination Period") ending on the fifth (5th) day following the end of
the Cure Period(but no later than the Closing Date), in which event the Escrow Deposit shall be returned
to Purchaser and whereupon all parties hereto or mentioned herein shall be released and relieved of further
obligations, liabilities or claims hereunder; or(b) any such Objections may be waived by or on behalf of
Purchaser,with Purchaser to be deemed to have waived such Objections if notice of termination is not given
within the Termination Period,and the parties shall proceed to Closing in accordance with the terms of this
Agreement.Any title encumbrances or exceptions which are set forth in the Title Commitment and to which
Purchaser does not object on or prior to the last day of the Due Diligence Period(or which are thereafter
waived or deemed to be waived by Purchaser)shall be deemed to be permitted exceptions(the"Permitted
Exceptions") to the status of Seller's title to the Property. Prior to Closing, Seller shall be obligated to
eliminate all monetary encumbrances, including any mortgage, security deed, deed of trust, security
interest, past due tax or assessment, evidencing the payment of such monetary obligations that may be
satisfied by the payment of a sum certain (each a "Monetary Encumbrance") other than Permitted
Exceptions.
2.5 Due Diligence Material.Within five(5)days of the Effective Date, Seller shall furnish to
Purchaser all documents, records and information in Seller's possession, custody, control, or available to
Seller relating to the Property, including without limitation the material set forth on Exhibit B attached
hereto and incorporated herein by reference(collectively,"Due Diligence Material").
2.6 Due Diligence by Purchaser.Purchaser and its agents and designees shall have the right,
at reasonable times during normal business hours and upon 24 hour prior written notice to Seller, for a
period of time commencing on the Effective Date and ending on a date which is sixty(60) days after the
Effective Date (the "Due Diligence Period"), to go upon the Property for the purpose of inspecting the
same and making such tests, studies, investigations, inquiries, projections, examinations, and other due
diligence matters (collectively,the "Due Diligence") as Purchaser shall deem necessary, including utility
availability and capacity investigations,traffic studies,road accessibility investigations, soils tests,borings
tests, grading and engineering studies, environmental assessments or audits, analytical tests, feasibility
studies and construction cost projections. Upon completion of such Due Diligence, Purchaser shall, at its
sole expense, cause the Property to be restored to substantially the same condition it was in prior to such
entry, and shall indemnify and hold Seller harmless of and from all claims for bodily injury or property
damage which may be asserted against Seller by reason of the activities of Purchaser or its agents and
designees during the Due Diligence Period. Notwithstanding anything in this Agreement to the contrary,
Seller hereby agrees to reimburse Purchaser for Purchaser's actual out of pocket expenses and costs incurred
in performing its Due Diligence up to$50,000.00,as evidenced by commercially reasonable documentation
and invoices of such costs and expenses (the "Reimbursable Cost Cap"), and Seller shall reimburse
Purchaser for such costs and expenses on the Closing Date or within fifteen (15)days of any termination
of this Agreement by either party. Upon payment by Seller to Purchaser of an amount up to the
Reimbursable Cost Cap, Purchaser agrees to provide Seller, copies of all non-proprietary third party
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documents, studies, and reports, and other due diligence material related to the environmental testing that
Purchaser receives in connection with its Due Diligence ("Environmental Reports") and copies of all
other non-proprietary third party documents,studies,and reports,and other due diligence material("Third
Party Reports")for which the costs of such Third-Party Reports cost in the aggregate less than or equal to
the amount of the remaining Reimbursable Cost Cap after deducting Seller's payment to Purchaser for
Environmental Reports unless otherwise agreed to in writing.
2.7 Zoning. Nothing contained in this Contract shall obligate the Seller, in its capacity as a
municipal body, to grant, approve or issue any governmental approval other than pursuant to generally
applicable laws, rules or regulations without regard to the existence of this Contract, and nothing in this
Contract shall be construed as a waiver of the police power of the Seller in its capacity as a municipal body.
If Purchaser has not obtained any necessary governmental approvals prior to the expiration of the Due
Diligence Period,then Purchaser may terminate the Contract and receive a refund of the Earnest Money by
providing written notice to Seller on or before the expiration of the Due Diligence Period. In the absence
of such termination notice,the governmental approvals shall be deemed to be satisfactory to Purchaser.
2.8 Chapter 100 Financing. The Parties intend, upon approval of the Board of Aldermen,to
enter into and perform certain transactions and agreements authorized by and pursuant to the provisions of
Article VI, Section 27(b)of the Missouri Constitution,as amended and Sections 100.010 to 100.200 of the
Revised Statutes of Missouri, as amended(collectively, the "Act"), including the issuance by the City of
taxable industrial development revenue bonds in an aggregate principal amount not to exceed the total
estimated Project Cost or such other amount agreed to by the Parties in such agreements(the"Bonds")to
be utilized to finance the development of the Property for Purchaser's intended use and operation of the
Building,as defined below,and purchases of materials used in the construction of the Building,as provided
for in this Agreement, for purposes of authorizing exemptions for the Building from: (a)sales and use tax
on the materials purchased in connection with the construction of,and personal property used,in the Project,
and (b) fixed-fee payments of ad valorem real property taxes for the Building in the amount of$0.65 per
usable square foot of the completed Building, for a period of ten(10)years beginning January 1 following
the Substantial Completion (i.e., Seller's receipt of TCO from the City) of the Building (collectively, the
"Chapter 100 Incentives").
2.9 Purchaser's Extension Right. Purchaser shall have the right to one(1)extension of the
Due Diligence Period for up to thirty(30)days at Purchaser's election,by giving Seller written notice prior
to expiration of the Due Diligence Period.
2.10 Termination by Purchaser. Purchaser may, in Purchaser's sole and absolute discretion,
terminate this Agreement for any reason,whether or not related to the condition of the Property,by written
notice thereof to Seller on or before the expiration of the Due Diligence Period. If Purchaser so elects to
terminate this Agreement,the Escrow Deposit shall be returned to Purchaser. If Purchaser does not so elect
to terminate this Agreement, this Agreement shall continue in full force and effect, subject to the other
terms and conditions of this Agreement,and Purchaser shall be deemed to have waived its right to terminate
this Agreement as provided in this Section 2.10.
ARTICLE III
CONDITIONS PRECEDENT TO CLOSING
3.1 Purchaser's Conditions Precedent.Purchaser's obligation to consummate the transaction
contemplated herein is conditioned upon satisfaction of Seller's performance or compliance with all of
Seller's covenants, agreements and obligations under this Agreement at or prior to the Closing, and
satisfaction of the following(collectively,"Purchaser's Closing Conditions"):
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BILL NO. 2025-040 ORDINANCE NO.
(a) Seller's Board of Aldermen has agreed to: (i)a Chapter 100 Sales Tax Exemption
of Materials for the Property,(ii)fixed-fee payments of ad valorem real property taxes for the Building,in
accordance with Section 2.8 herein,and(iii)the annual reimbursement to the Purchaser from the City of an
amount equal to 50%of all special assessments and taxes imposed against the Property by the Levee District
(defined herein), all of which will be memorialized in documents entered into by the parties on or before
Closing;
(b) Any shared maintenance agreements and/or any easements, with respect to any
common elements/areas relating to the Property, including any agreements and/or easements relating to
the City's maintenance of landscaping outside of the Property lines or setback lines, a trail on a portion of
the Property line(s), and stormwater swales on a portion of the Property line(s), pursuant to mutual
agreement(s)of the Parties;
(c) Representations and Warranties.None of the representations and warranties of
Seller set forth in Section 3.4 of this Agreement shall be untrue or inaccurate;and
(d) Seller's Obligations. Seller shall have performed or complied with all of Seller's
covenants,agreements and obligations under this Agreement.
If any of the Purchaser's Closing Conditions are not satisfied on or before the Closing Date, provided that
the failure to satisfy the Purchaser's Closing Conditions is not caused by the Purchaser,then Purchaser shall
have the right, in its sole discretion, to either waive in writing the Purchaser's Closing Condition(s) and
proceed with the purchase,or to terminate this Agreement. If Purchaser elects to terminate this Agreement
pursuant to the foregoing, Purchaser shall notify Seller in writing, in which event this Agreement shall be
terminated and the Escrow Deposit shall be returned Purchaser.
3.2 Seller's Conditions Precedent. Seller's obligation to consummate the transaction
contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the
Closing,any one or more of which conditions precedent may be waived by Seller in Seller's sole discretion:
(a) Representations and Warranties.None of the representations and warranties of
Purchaser set forth in Section 3.3 of this Agreement shall be untrue or inaccurate;
(b) Purchaser's Obligations.Purchaser shall have performed or complied with all of
Purchaser's covenants, agreements and obligations under this Agreement;
(c) No Bankruptcy Proceeding.There shall not have been instituted by or against
Purchaser any bankruptcy proceeding;and
(d) Compliance with Conditions set forth in Exhibit C. Purchaser's development
of the Property shall be in compliance with Exhibit C.
3.3 Purchaser's Covenants,Representations and Warranties.
(a) Purchaser's Authority. This Agreement has been duly authorized by requisite
action and is enforceable against Purchaser in accordance with its terms; neither the execution and
delivery of this Agreement nor the consummation of the sale provided for herein will constitute a
violation or breach by Purchaser of any provision of any agreement or other instrument to which
Purchaser is a party or to which Purchaser may be subject although not a party, or will result in or
constitute a violation or breach of any judgment,order,writ,junction or decree issued against or binding
upon Purchaser;
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(b) No Pending Proceedings. Purchaser has no actual knowledge that there is any
action,suit,proceeding or claim affecting Purchaser or relating to the authority of Purchaser to purchase
the Property; and
(c) Office of Foreign Assets Control(OFAC)Issues.
(1) Purchaser represents and warrants that(A) Purchaser and each person or
entity owning an interest in Purchaser (i) is not currently identified on the list of specially
designated nationals and blocked persons subject to financial sanctions that is maintained by the
U.S. Treasury Department,Office of Foreign Assets Control and any other similar list maintained
by the Office of Foreign Assets Control(the"List"),and(ii)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, (B)none of the funds or other assets of Purchaser constitute property of, or
are beneficially owned, directly or indirectly, by any Purchaser Embargoed Person (as hereinafter
defined), (C) no Purchaser Embargoed Person has any interest of any nature whatsoever in
Purchaser (whether directly or indirectly), (D) Purchaser 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"Purchaser 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 Purchaser is prohibited by law or Purchaser is in
violation of law.
(2) Purchaser also shall require, and shall take reasonable measures to ensure
compliance with the requirement,that no person who owns any other direct interest in Purchaser is
or shall be listed on any of the Lists or is or shall be a Purchaser Embargoed Person. This Section
shall not apply to any person to the extent that such person's interest in the Purchaser is through a
U.S.Publicly-Traded Entity.
(d) Development Covenant.
(1) Subject to the consummation of the purchase and sale transaction
contemplated by this Agreement and subject to delays caused by Force Majeure (as hereinafter defined),
Purchaser hereby covenants and agrees (the "Construction Covenant") to complete (except for interior
tenant improvement work)construction on the Property of an industrial or office building having not less
than two hundred thousand (200,000) square feet of gross floor area, in adherence to the PD Design
Standards attached hereto as Exhibit C(the"Building"),on or before the December 31 next following the
second(2nd)anniversary of the Closing Date(the"Building Construction Deadline"). In the event that
the Purchaser fails to satisfy the Construction Covenant on or before the Building Construction Deadline,
then (i) on the first January 31 following the Building Construction Deadline, Purchaser shall pay to the
City, as a payment in lieu of taxes concerning the Property and any improvements thereon, the sum of
Eighty Thousand Dollars($80,000.00)(a"DC PILOT Payment"), and(ii)in the event that the Purchaser
has still failed to satisfy the Construction Covenant on or before the December 31 next following the
Building Construction Deadline(the"Second Building Construction Deadline"),then on the first January
31 following the Second Building Construction Deadline, Purchaser shall pay to the City a second DC
PILOT Payment. In all events, Purchaser shall not be obligated to make more than two DC PILOT
Payments. By way of example, and as an illustration only, in the event the Closing Date is July 30, 2025,
then(i)the Building Construction Deadline would be December 31, 2027,and thus in the event that the
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BILL NO. 2025-040 ORDINANCE NO.
Purchaser fails to satisfy the Construction Covenant on or before December 31, 2027,the first DC PILOT
Payment would be payable to the City on January 31, 2028; and (ii) the Second Building Construction
Deadline would be December 31, 2028, and thus in the event that the Purchaser had still failed to satisfy
the Construction Covenant on or before December 31, 2028, the second DC PILOT Payment would be
payable to the City on January 31, 2029. Notwithstanding the foregoing, Owner shall not be required to
perform any covenant or obligation set forth in this Section 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. "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, 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. An
"Act of God"may be defined as a happening due directly, proximately and exclusively to a natural cause
or causes, in no sense attributable to human agencies,which could not have been prevented by the exercise
of such foresight, prudence and care as an ordinarily prudent person could reasonably have been expected
to exercise under all the circumstances at the time.Matousek v. Galligan, 104 Neb.731, 178 N.W. 510, 12
A.L.R. 1270; Carolina Spruce Co. v. Black Mountain R Co., 139 Tenn. 137,201 S.W. 154;Porter Screen
Mfg. Co. v. Central Vermont R. Co.,92 Vt. 1, 102 A.44; 2 Words and Phrases,Perm.Ed.,p. 169 et seq.; 1
C.J.S.,Act of God,p. 1423 et seq.
(2) The provisions of the foregoing subsection(1)are subject to the following:
a DC PILOT Payment otherwise payable to the City shall be reduced on a dollar for dollar basis by the
amount equal to the sum of(x)any ad valorem real estate tax payable with respect to the Property and any
improvements thereon during the calendar year in which such DC PILOT Payment is due, plus (y) any
payment in lieu of tax pursuant to the Real Property Tax Increment Allocation Redevelopment Act,Sections
99.800, et seq., RSMo, payable with respect to the Property and any improvements thereon during the
calendar year in which such DC PILOT Payment is due.
3.4 Seller's Covenants, Representations and Warranties. Seller represents and warrants
that the following matters are true and correct as of the Effective Date and the Closing Date.
(a) Title. Seller holds title in fee simple to the Property subject only to Taxes (as
hereinafter defined) for current tax year which are not due and payable and other Permitted
Exceptions.
(b) Authorization. Seller has the full and complete right,power and authority to enter
into this Agreement,to execute documents of conveyance of the Property, and to consummate the
transactions contemplated by this Agreement; and the performance by Seller of its obligations
hereunder, has been duly and validly authorized by all necessary action on the part of Seller; and
no additional authorization, consent or permit is required. Seller has obtained all consents and
permissions related to the transactions contemplated by this Contract and all agreements,
instruments and documents herein provided to be executed or caused to be executed by Seller
("Other Agreements") which are required under any covenant, agreement, encumbrance, law or
regulation to which Seller,any assets of Seller or the Property(or any part thereof)are subject.
(c) Status of Seller. This Contract and the Other Agreements are duly authorized,
executed and delivered by and binding upon Seller; that Seller has the capacity and authority to
enter into this Contract and the Other Agreements to be executed by Seller and to consummate the
transactions herein and therein contemplated, and nothing prohibits or restricts the right or ability
of Seller to close the transactions contemplated herein and in the Other Agreements and to carry
out the terms hereof and thereof;and that neither this Contract nor any of the Other Agreements,
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nor anything provided in or contemplated by this Contract or any of the Other Agreements, does
now or shall hereafter breach,invalidate,cancel,make inoperative or interfere with,or result in the
acceleration of maturity of, any mortgage, contract, agreement, lease, easement, right or interest
affecting or relating to Seller,any assets of Seller or the Property.
(d) Signatories. The individual or individuals signing this Agreement on behalf of
Seller has or have the right, legal power and actual authority to bind Seller to the terms and
conditions of this Agreement.
(e) No Monetary Encumbrances. The Property is not subject to any mortgage,deed
to secure debt, deed of trust, security agreement,judgment, lien or claim of lien, or any other title
exception or defect that is monetary in nature, other than as provided for herein. Seller will keep
the Property free and clear of all liens, claims and demands, including mechanic's liens, in
connection with work performed on the Property or any part thereof and materials provided in
connection with such work, where such work was performed or contracted for or such materials
were provided or contracted for on or before the Closing Date,and in the event of the filing of any
such lien, Seller shall promptly and with due diligence(and in all events prior to the earlier of 30
days after the notice of filing of the same or 10 days prior to the commencement of any foreclosure
or other enforcement proceeding with respect thereto)secure the release of the same by bonding or
otherwise cause the Title Insurer to insure over the same under the Title Policy.
(f) Litigation and Condemnation. That there are no actions, suits or proceedings
pending, or to the best of Seller's knowledge, threatened, before or by any judicial body or any
governmental authority, against or affecting the Property; and that to Seller's knowledge,there is
no existing, proposed or contemplated eminent domain or similar proceeding which would affect
the Property in any way whatsoever. Seller has not received any notice that the Property is not in
compliance with any federal,state or local statute,ordinance,rule,regulation,requirement or code.
(g) Leases and Contracts. Except for the Temporary License Agreement currently
in effect between the Seller and Purchaser,dated as of the Effective Date hereof,there are no leases,
licenses, subleases or similar agreements (oral or written, formal or informal) with respect to or
affecting all or any portion of the Property, and which are now or will at any time hereafter be in
effect. There are no maintenance,management,supply,construction,concession,security,service
or other agreements or equipment leases in effect with respect to or affecting the Property or any
part thereof other than the contracts contained in the Due Diligence Material delivered to Purchaser.
(h) Management. To and including the Closing Date the Property will be managed
in accordance with prudent management standards.
(i) No Rights to Purchase. Except for this Agreement, Seller has not entered into,
and has no knowledge of any other agreement, commitment, option, right of first refusal or any
other agreement,whether oral or written,with respect to the purchase,assignment or transfer of all
or any portion of the Property.
(j) Environmental. Except as set forth on Schedule 1, Seller is not aware of any
notice, citation, summons, directive, order or other communication, written or oral, from any
governmental or quasi-governmental authority or agency concerning the presence, generation,
treatment, storage, transportation, transfer, disposal, release, or other handling of any hazardous
substance within, on, from, related to, or affecting the Property. To Seller's knowledge, the
Property has never been used by Seller or any occupant thereof,to generate,treat, store,transport,
transfer,dispose of,release or otherwise handle any Hazardous Materials,except uses of common
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commercial materials which may contain Hazardous Materials,provided such uses complied with
applicable laws. "Hazardous Materials" or similar terms shall mean and include asbestos,
asbestos-containing materials,petroleum and petroleum products,the group of organic compounds
known as polychlorinated biphenyls,and any substances or materials that are regulated,controlled
or prohibited under the Resource Conservation and Recovery Act of 1976("RCRA"),42 U.S.C. §
690, the Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), 42 U.S.C. Sections 9601-9657, as amended by the Superfund amendments and
Reauthorization Act of 1986 ("SARA"), or any similar State law or local ordinance or any other
environmental law,the Federal Water Pollution Control Act, 33 U.S.C. §1251,the Clean Air Act,
42 U.S.C. § 7401,the Toxic Substances Control Act("TCSA"), 15 U.S.C. § 2601, or any similar
State law or local ordinance,or any other Federal,State or local environmental statutes,regulations,
ordinances or other environmental regulatory requirements.
ARTICLE IV
CLOSING
4.1 Closing Date and Time. Provided that all of the conditions of this Agreement shall have
theretofore been satisfied,the closing(the "Closing")of the purchase and sale of the Property shall occur
on or before the date which is thirty(30)days after the expiration of the Due Diligence Period, or on such
other date that the parties may mutually agree.Either Purchaser or Seller may,at such party's option,extend
the Closing for up to ten (10) days, upon written notice to the other party, prior to the then-scheduled
Closing. The date on which the Closing actually occurs is referred to herein as the"Closing Date."
4.2 Seller's Closing Matters. At the Closing, Seller shall, at Seller's expense, shall do the
following:
(a) Special Warranty Deed.Execute,acknowledge and deliver to Purchaser a special
warranty deed in the form attached as Exhibit D (the "Deed") conveying to Purchaser good and
indefeasible title in fee simple to the Property, subject only to the Permitted Exceptions;
(b) Non-foreign Person Affidavit. Execute and deliver an affidavit in form and
substance reasonably satisfactory to Purchaser confirming that Seller is not a foreign person or entity
within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended;
(c) Evidence of Authority. Deliver to Purchaser such evidence of Seller's authority
to consummate the sale of the Property as is contemplated in this Agreement or as Purchaser or the
Escrow Agent may reasonably request;
(d) Possession of the Property.Deliver possession of the Property to Purchaser;
(e) Title Policy Documents. Deliver to the Escrow Agent such instruments or
documents as are necessary, or reasonably required by Purchaser or the Escrow Agent, to do the
following:(i)release sufficient discharge of record any mortgages,deeds of trust,or other liens affecting
the property; and (ii) omit from the Title Policy all exceptions for unfilled mechanic's, materialman's
or similar liens and rights of parties in possession;
(I) Owner's Title Policy.Deliver or cause the Escrow Agent/Title Insurer to commit
to delivering the Title Policy;
(g) 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;
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(h) Assignment of Agreements and Assignment of Leases. Deliver to Purchaser an
absolute assignment of all Agreements concerning the Property entered into by Seller,if any; and
(i) An Executed Ordinance, which Ordinance shall be subject to review and
approval by Purchaser, and which Ordinance shall permit Purchaser to develop and use the Property as
intended by Purchaser for industrial development;
(j) 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 Purchaser or its
legal counsel or by the Escrow Agent, including without limitation, estoppel certificates executed and
acknowledged by parties to existing easement agreements,and a closing certificate of Seller dated as of
the Closing Date confirming (without exception or qualification) that (1) Seller is in full compliance
with all of its obligations under this Contract, and(2)all of its representations and warranties of Seller
contained in this Contract are true and correct as of the Closing Date as if made on and as of the Closing
Date.
4.3 Purchaser's Closing Matters.At the Closing,Purchaser shall do the following:
(a) Purchase Price. Deliver the Purchase Price to the Escrow Agent by U.S. Federal
Reserve System wire transfer or other immediately available good funds;
(b) Evidence of Authority. Deliver such evidence of authority to close the purchase
of the Property pursuant to this Agreement as Seller or the Escrow Agent reasonably requests; and
(c) Other Items. Execute, acknowledge where required and/or deliver any and all
other items contemplated by the terms of this Agreement or reasonably required by Seller or its legal
counsel or by the Escrow Agent.
4.4 Closing Costs. Seller shall pay (i) the premium for the Title Commitment and the Title
Policy(including deletion of the standard exceptions set forth in Section 2.2),(ii)all recording charges for
the Deed and all other instruments to be recorded in connection with such sale and conveyance of the
Property, (iii) all costs of the Title Policy, excluding any endorsements or special coverages required by
Purchaser to the Title Policy (iv) all federal, state and local documentary stamps and transfer, sales and
other taxes relating to the sale and conveyance of the Property,and(v)any special charges or assessments
affecting the Property required to be paid prior to Closing to deliver unencumbered title to the Property to
Purchaser, and (vi) Purchaser's actual out of pocket costs and expenses incurred in performing its Due
Diligence up to the Reimbursable Cost Cap. Purchaser shall pay (i) all costs and expenses relating to
Purchaser's financing, including any recording fees for Purchaser's security documents and the cost of any
mortgagee or loan policy required by Purchaser's lender, (ii) the cost of any endorsements or special
coverages required by Purchaser to the Title Policy, and (iii) the cost of the Survey. Each party shall be
responsible for the payment of its own attorneys' fees incurred in connection with this Agreement and all
other expenses which such party incurs. The parties shall split any escrow fee and expenses charged by the
Escrow Agent.
4.5 Prorations.Prorations shall be made as follows as of 12:01 a.m.on the Closing Date:
(a) Rents and Income. Collected rents and other income from the Property, if any,
which are attributable to the period of time in which the Closing occurs shall be prorated between the
parties as of the Closing,and Purchaser shall receive credit against the Purchase Price for the portion of
such rents and other income which is attributable to the period after Closing. Delinquent rents shall not
be prorated; provided, however, that, if Purchaser collects any delinquent rents or expense
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reimbursements after Closing, Purchaser agrees to pay to Seller any delinquent rents or expense
reimbursements attributable to the period prior to the Closing Date after all rents or expense
reimbursements attributable to the period from and after the Closing Date shall have been paid in full.
(b) Current Ad Valorem Taxes. Real and personal property ad valorem taxes,
assessments and PILOTS pertaining to the Property for the year in which the Closing occurs shall be
prorated as of the Closing (collectively, "Taxes"), based upon actual days involved. Seller shall be
responsible for all Taxes pertaining to the Property for any period prior to the Closing. Purchaser shall
receive credit on the amount of the cash payments to be made by Purchaser pursuant hereto for the
prorated amount of such Taxes for the year of the Closing which is chargeable to Seller. In connection
with the proration of Taxes,if actual figures for the year of the Closing are not available at the Closing,
an estimated, tentative proration of Taxes shall be made using most recent assessment and tax rate
information available; provided, however, that, when the actual taxes for the year of the Closing are
available,a corrected proration of Taxes shall be made.If such Taxes for the year of the Closing increase
over those for the preceding year, Seller shall pay to Purchaser a pro rata portion of such increase,
computed to the Closing Date,and conversely, if such Taxes decrease from those of the preceding year,
Purchaser shall pay to Seller a pro rata portion of such decrease,computed to the Closing,with any such
payment to be made within ten (10) days after notification by either party that such adjustment is
necessary. If all or part of the Property is located in a tax parcel for the year of Closing which includes
property that is not within the Property, then the Taxes attributable to such tax parcel for the Property
value only and excluding the value of any improvements there for the year of Closing shall be allocated
between the Property (or applicable portion thereof) and the other portions of such tax parcel on the
basis of the percentages which the gross surface areas of the Property(or applicable portion thereof)and
such other portions of such tax parcel represent of the total gross surface area of such tax parcel. If all
or part of the Property is located in a tax parcel for the year of Closing which includes property that is
not within the Property, and all Taxes attributable to such tax parcel shall not have been paid in full at
or prior to the Closing Date, each of Seller and Purchaser shall be obligated to deposit in escrow with
the Escrow Agent at Closing an amount equal to the Taxes estimated to be due with respect to their
respective portions of such tax parcel for the entire year of Closing, which amounts will be held by
Escrow Agent pursuant to an escrow agreement in form reasonably acceptable to Seller and Purchaser.
This provision shall survive the Closing. Notwithstanding the foregoing, Seller anticipates that no ad
valorem taxes will be payable for the calendar year in which Closing occurs due to Seller's status as a
municipality and Seller's ownership of the Property on January 1 of the year in which Closing occurs.
(c) Levee District Assessments. Purchaser acknowledges that the Property is subject
to annual special assessments and taxes by the Riverside Quindaro Bend Levee District of Platte County,
Missouri(the"Levee District").The amount of taxes and assessments attributable to each tract of land
is determined based upon the benefits assessed against such tract on the records of the Levee District.
One hundred percent (100%) of the benefits associated with the Property shall remain with the net
Property, after excluding all rights-of-ways, transferred to Purchaser. Purchaser acknowledges and
agrees that all such special assessments and taxes shall be imposed against the Property acquired by
Purchaser and no portion of any special assessment or tax shall be levied against any right-of-way or
easement obtained or reserved, now or in the future, by the Seller. This Section shall survive Closing
and termination of this Agreement. All such assessments for the Levee District which are attributable
to the period of time in which the Closing occurs shall be prorated between the parties as of the Closing.
(d) Other Taxes and Assessments. All Taxes to the Closing Date (including
installments due after the Closing Date with respect to special assessments which are payable in
installments)and all Taxes for periods prior to the tax year in which the Closing occurs shall be paid in
full by Seller on or before the Closing Date. Seller shall be responsible for and indemnify Purchaser
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against any Taxes attributable to the period prior to the Closing Date,including,but not limited to, any
Taxes deferred to subsequent years due to an exemption or special use valuation.
(e) Post-Closing Adjustments. Seller shall, on or before the Closing, furnish to
Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary to
compute the foregoing proration of Taxes. To the extent possible, the amount of any adjustment
described in this Section shall be estimated and paid at the Closing based upon the best information
available to Purchaser and Seller at the time, and shall be adjusted as soon thereafter as may be
reasonably practicable when final billings are available or when such amounts may be determined with
reasonable certainty. The foregoing obligations shall survive the Closing, any other provision hereof to
the contrary notwithstanding.
ARTICLE V
REMEDIES
5.1 Purchaser's Remedies. Remedies for Failure to Close. In the event that Seller fails or
refuses to convey the Property at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant
to this Agreement, deposited the Purchase Price with the Escrow Agent, and is prepared to proceed with
Closing, and all of Seller's conditions precedent to Closing set forth in Section 3.2 have been satisfied,
Purchaser may exercise one of the following exclusive remedies: (a)terminate this Agreement by giving
Seller written notice of such election prior to or at the Closing, and thereupon this Agreement shall
terminate,and all parties hereto or mentioned herein shall be relieved and released of all further obligations,
claims and liabilities hereunder, and the Escrow Deposit shall be paid over to Purchaser, and to the extent
not previously reimbursed to Purchaser in accordance with Section 2.6(2) herein, reimbursement paid to
Purchaser of Purchaser's actual out of pocket expenses and costs incurred in performing its Due Diligence
up to the Reimbursable Cost Cap; provided that Purchaser shall provide to Seller copies of all
Environmental Reports and copies of all other for which the costs of such Third-Party Reports cost in the
aggregate less than or equal to the amount of the remaining Reimbursable Cost Cap after deducting Seller's
payment to Purchaser for Environmental Reports unless otherwise agreed to in writing;(b)to waive,prior
to or at the Closing, the applicable objection or condition and proceed to the Closing of the transaction
contemplated hereby in accordance with the remaining terms hereof; or(c) seek specific performance of
Seller's obligation to convey the Property under this Agreement. Concurrently with the execution of this
Agreement, Seller and Purchaser, at Purchaser's request, shall execute a memorandum of this Agreement
that Purchaser will be entitled to record in the appropriate real property records of Platte County,Missouri,
in order to give constructive notice of the existence of this Agreement.
5.2 Seller's Remedies. If Purchaser wrongfully fails or refuses to perform Purchaser's
obligations pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be
entitled,as Seller's sole and exclusive remedy,to terminate this Agreement by written notice to Purchaser
and retain the Escrow Deposit as liquidated damages. Seller waives any right to further damages.
ARTICLE VI
MISCELLANEOUS
6.1 Escrow Instructions.Intentionally Omitted.
6.2 Integration. This Agreement constitutes the entire and final expression of the agreement
of the parties hereto and supersedes all prior agreements and understandings of the parties, either oral or
written.There are no other agreements,oral or written,between the parties regarding the Property.
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6.3 Modification. This Agreement can be amended only by written agreement signed by the
parties hereto and by reference made a part hereof.
6.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller
and Purchaser,and their respective heirs,personal representatives, successors and assigns.
6.5 Notices. Any notice, communication, request, demand, reply or advice (severally and
collectively referred to as"Notice")in this Agreement required or permitted to be given,made or accepted
must be in writing. Notice may, unless otherwise specifically provided herein, be given or served (a) by
depositing the same in a receptacle regularly maintained and serviced by the United States Postal Service,
postage pre-paid, registered or certified, and addressed to the party to be notified, with return receipt
requested, or(b) by delivering the same to such party, or an agent of such party, by commercial courier.
Notice sent by registered or certified mail in the manner hereinabove described shall be effective on the
earlier of the third (3rd) business day after such deposit or the actual receipt thereof. Notice given by
commercial courier shall be effective on the date delivered to the other party. For the purposes of Notice,
the addresses of the parties shall, until changed as provided below,be as follows:
If to Seller: If to Purchaser:
The City of Riverside,Missouri FOUNTAINS AND BBQ, LLC
Attn: The City Administrator do Block Real Estate Services,LLC
City Hall Attn: Kenneth G. Block
2950 N.W.Vivion Road Zach Hubbard
Riverside,MO 64150 4622 Pennsylvania Ave.,Suite 700
Tel:(816)741-3993 Kansas City,MO 64112
Tel:(816)932-5504
E-mail: bkoral@riversidemo.gov E-mail: kblock@blockllc.com
zhubbard@blocklIc.com
With a copy to: With a copy to:
Spencer Fane LLP AMK LAW,LLC
Attn: Joe Bednar 4622 Pennsylvania Avenue,Suite 700
Allison Tanner Kansas City,Missouri 64112
304 East High Street Attn: Anthony M.Knipp
Jefferson City,MO 65101 Tel: (816)932-5532
Tel: (573)634-8116 E-mail:aknipp@amk-Iaw.com
Fax:(573)634-8140
E-mail:jbednar@spencerfane.com
atanner(a,spencerfane.com
The parties hereto shall have the right from time to time to change their respective addresses,and each shall
have the right to specify as its address any other address within the United States of America, by not less
than ten(10)days' prior written notice to the other party.
6.6 Brokerage Commissions.Each party represents and warrants that no real estate brokerage
commission fee is payable to any person or entity in connection with the transaction contemplated hereby,
other than Block Real Estate Services, LLC, representing Purchaser(the "Broker") and Purchaser shall
indemnify,defend and hold Seller harmless from and against the payment of any commission or fee to any
person or entity claiming, or alleging to claim, by, through or under the Purchaser. Purchaser shall be
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responsible for the commission due to Broker pursuant to and in accordance with the terms of a separate
agreement. Broker shall be paid only upon the Closing of the purchase and sale contemplated hereby
pursuant to such separate agreement.
6.7 Time.Time is of the essence in all things pertaining to the performance of this Agreement.
6.8 Survival of Obligations. To the extent necessary to carry out the terms and provisions
hereof,the terms,conditions,warranties,representations,covenants,obligations and rights set forth herein
shall not be deemed terminated at the time of the Closing,nor shall they merge into the various documents
executed and delivered at the time of the Closing. All representations and warranties by Seller in this
Agreement (i) will expire one (1) year after the Closing Date as to matters for which Purchaser has not
provided written notice to Seller within such period of time; and(ii)will expire as to all matters specified
in any such written notice to the extent that such matters are not resolved or made the subject of litigation
instituted prior to the expiration of three(3)years after the Closing Date.
6.9 APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. 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. SELLER AND PURCHASER EACH
HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT.
6.10 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.
6.11 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.
6.12 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 Purchaser have contributed substantially and
materially to the preparation of this Agreement.
6.13 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,such provision shall be
modified to the minimum extent necessary to make it or its application valid and enforceable, and the
validity and enforceability of all other provisions of this Agreement and all other applications of any such
provision shall not be affected thereby.
6.14 Counterpart Execution. This Agreement may be executed in several counterparts, each
of which shall be fully executed as an original and all of which together shall constitute one and the same
instrument.
6.15 Further Acts. In addition to the acts recited in this Agreement to be performed by Seller
and Purchaser, Seller and Purchaser agree to perform or cause to be performed at the Closing or after the
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Closing any and all such further acts as may be reasonably necessary to consummate the transactions
contemplated hereby.
6.16 Litigation. In the event of litigation between the parties with respect to the Property, this
Agreement, the performance of the obligations hereunder or the effect of a termination under this
Agreement,the losing party shall pay all reasonable attorneys' fees and expenses and court costs incurred
by the prevailing party in connection with such litigation.
6.17 Benefit. This Agreement is for the benefit only of the parties hereto or their respective
heirs,personal representatives,successors and assigns,and no other person or entity shall be entitled to rely
hereon,receive any benefit herefrom or enforce against any party hereto any provision hereof.
6.18 Assignment. The Parties acknowledge that Purchaser may transfer this Agreement to an
entity or entities created by,or affiliated with,the Purchaser and/or Purchaser's affiliates.
6.19 Form of Instruments.Except as otherwise provided herein,all instruments to be furnished
hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such instrument.
6.20 Tenders of Performance.All tenders of performance shall be made at the Closing and at
or before the time specified for the Closing.
6.21 Legal Holidays and Business Days. If any date herein set forth for the performance of
any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided
should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall
be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday.As used
herein,the term "legal holiday" means any federal holiday for which financial institutions or post offices
in the City are generally closed for observance thereof.As used herein,the term"business day"shall mean
a day which is not a Saturday, Sunday or legal holiday.
6.22 Nonwaiver. Except as otherwise specifically provided for hereunder, no party shall be
deemed to have waived any of its rights hereunder unless such waiver is in writing and signed by the party
waiving such right. Except as otherwise specifically provided for hereunder, no delay or omission by any
party in exercising any right shall operate as a waiver of such right or of any other right. A waiver on any
one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.
Except as otherwise provided in Sections 5.1 and 5.2 hereof, all rights and remedies, whether evidenced
hereby or by any other agreement,instrument or paper,will be cumulative and may be exercised separately
or concurrently.
6.23 Effective Date. The effective date (the "Effective Date") of this Agreement shall be the
date that the Escrow Agent receives and receipts one or more counterparts of this Agreement that have been
signed by both Seller and Purchaser.
6.24 Right to Exchange Real Property. Either party, through the use of a qualified
intermediary, may transfer or acquire the Property through a tax free exchange, deferred exchange or
reverse exchange of real property pursuant to Section 1031 of the Internal Revenue Code; provided,
however(i)in no event shall any such exchange, or the exchanging party's inability to complete any such
exchange, impair or otherwise affect the Closing Date, (ii) the non-exchanging party shall have no
obligation or liability to the exchanging party or any other person or entity in any respect for any matters
in connection with any such exchange other than payment of the Purchase Price in exchange for the
conveyance to Purchaser of fee simple title to the Property by deed subject only to those matters permitted
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under this Agreement, and(iii)the exchanging party shall indemnify and hold the non-exchanging party
harmless from and against any claims,actions, liability and expense in connection with each such exchange.
6.25 Disclosure. Purchaser and Seller acknowledge that agent(s) associated with Block Real
Estate Services, LLC, may have or may acquire an ownership interest in the Property and Purchaser and
Seller acknowledge that such ownership interest shall not affect the terms, conditions or validity of this
transaction.
[Remainder of Page Intentionally Left Blank—Signature Page to Follow]
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IN WITNESS WHEREOF, this Agreement has been duly executed in multiple counterparts(each
of which is to be deemed an original for all purposes)by the parties hereto on the respective date appearing
below each party's signature to be effective on the Effective Date herein specified.
SELLER:
THE CITY OF RIVERSIDE,MISSOURI
By:
Kat een L. Rose, Mayor
Date: 9
PURCHASER:
FOUNTAINS AND BBQ,LLC,
a Missouri limited liability company,and/or its assigns
By: BK Properties, LLC,a Missouri limited liability company,
its Manager
By:
Kenneth G. Block,Trustee of the Kenneth G.Block
Trust dated January 11, 1991,as amended,Sole Member
and Manager
Date:
17
BILL NO. 2025-040 ORDINANCE NO.
IN WITNESS WHEREOF,this Agreement has been duly executed in multiple counterparts(each
of which is to be deemed an original for all purposes)by the parties hereto on the respective date appearing
below each party's signature to be effective on the Effective Date herein specified.
SELLER:
THE CITY OF RIVERSIDE,MISSOURI
By:
Ka et&idi2rAt,-‘1,(.
een L. Rose,pMayor
Date: ikt, 9,cl0.
PURCHASER:
FOUNTAINS AND BBQ,LLC,
a num limited liability company,and/or its assigns
Delaware
By: BK Properties, LLC,a Missouri limited liability company,
its Manager
Kenneth G. Block,Trustee of the Kenneth G. Block
Trust dated January 11, 1991,as amended,Sole Member
and Manager
Date: 5/21/2025
17
BILL NO. 2025-040 ORDINANCE NO.
ESCROW AGENT RECEIPT
The undersigned Escrow Agent acknowledges receipt of this Agreement of Purchase and Sale and
agrees to be bound by the terms of this Agreement on this day of ,2025.
FIRST AMERICAN TITLE INSURANCE COMPANY
By:
Name:
Title:
18
BILL NO. 2025-040 ORDINANCE NO.
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Lot 2,Hydro Conduit Final Plat,a minor subdivision in Riverside,Platte County,Missouri,recorded on
May 5,2016 as Instrument Number 2016005512, in Book 21, Page 213.
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BILL NO. 2025-040 ORDINANCE NO.
EXHIBIT B
DUE DILIGENCE MATERIAL
Operating Information
1. Copies of real estate tax bills(including special assessments)for 2022,2023,and 2024.
2. Any Appraisal of the Property held by Seller.
Other
(a) Seller's most current title policy,including exceptions thereto.
(b) Copy of any stormwater management agreement affecting the Property,and any correspondence
or other documentation relating thereto.
(c) Copy of any shared maintenance agreements affecting the Property,and any correspondence or
other documentation relating thereto.
(d) All documentation and information relating to the Levee District,as well as a calculation of
expected annual assessments from the Closing Date through the expiration of the Levee District
assessment.
(e) Existing certified survey and title survey completed by a registered surveyor, including a legal
description and copies of any title exceptions noted thereon, if any.
(f) All Right of Entry/Access documents,either recorded or unrecorded,if any.
(g) Any environmental or soil reports on property held by Seller, if any,and any correspondence,
action,letter,notice,agreement or ruling,from any regulatory or oversight authority, including
but not limited to the Missouri Department of Natural Resources.
(h) Any soils boring reports or any other documentation or reports in Seller's possession on said land.
(i) Tax deferment agreements and related documents.
21
BILL NO. 2025-040 ORDINANCE NO.
EXHIBIT C
DEVELOPMENT REGULATIONS
Horizons"PD"Regulations
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 a 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. Employee, customer, owner or tenant parking shall be the responsibility of the
property owners and they shall provide all necessary parking facilities entirely on their property. 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 by the owner 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.
Adequate off-street parking shall be provided by each Owner and tenant for its customers,
employees and visitors; and the parking ratios will be provided in the preliminary development plan and
will be reviewed and approved by the City.
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BILL NO. 2025-040 ORDINANCE NO.
E. Off-Street Loading. Provision for handling all truck service must be totally within the
building site. Buildings adjacent to the right-of-way of Horizons Parkway and 1-635 shall not have loading
docks visible for these right-of-ways. 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. Outside Storage and Equipment. Outside storage areas are not permitted within the
Planned Development unless approved via a Special Use Permit. This regulation does not apply to the
customary trailer parking activities associated with tenants inside the Planned Development.
For the office portion of the Planned Development,facilities for storage of waste and rubbish shall
be maintained within a screened area in closed metal containers of type approved.
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.
G. 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 shall have been approved by the City. Flashing or moving signs shall be prohibited.
Product or service replicas or models shall be prohibited, unless allowed per the Unified Development
Ordinance or 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 identity 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 Facade 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 - 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
23
BILL NO. 2025-040 ORDINANCE NO.
per sign shall be one-hundred fifty(150) square feet. For signs with one line of copy,the maximum letter
height shall be sixty (60) inches per letter. For signs with two lines of copy, the maximum letter height
shall be forty-eight(48)inches per letter.
Office Buildings-Each building may have a maximum of two(2)building façade signs.The total maximum
sign face per building shall be eighty(80)square feet,with no sign being larger than fifty(50)square feet.
For signs with one line of copy, the maximum letter height shall be sixty(60) inches per letter. For signs
with two lines of copy,the maximum letter height shall be forty-eight(48)inches per letter.
5. For Sale or Lease Signs. A temporary wood, metal, or plastic sign may be erected on a
developed building site to offer the property for sale or lease. One(1) such sign, having a maximum area
of thirty(30)square feet for buildings less than 50,000 square feet,thirty-five(35)square feet for buildings
more than 50,000 square feet but less than 150,000 square feet, and sixty (60) square feet for buildings
more than 150,000 square feet.
6. Temporary Signs. Paper signs, stickers, transfers, signs printed or affixed to, or visible
through the windows, doors or exterior walls of a building or other signs of a temporary character or
purpose,regardless of the composition of the sign or the materials used therefore,are expressly prohibited.
7. Construction Signs. A temporary wood, metal, or plastic sign will be allowed during the
construction of a building project. Such signs may be either single or double faced with each face having
a maximum area of fifty square feet for building sites, less than three (3) acres and eighty square feet for
building sites of three (3) acres or more. All signs permitted under this provision will be removed
immediately upon issuance of an occupancy permit for any building constructed on the site.
H. 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 I 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.
24
BILL NO. 2025-040 ORDINANCE NO.
• 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(21/2"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 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.
I. 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.
J. 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.
K. 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.All metal fencing shall be wrought iron
like and shall be screened by landscaping from view from existing or proposed streets, highways and
contiguous building sites.
25
BILL NO. 2025-040 ORDINANCE NO.
L. Animals. No livestock, poultry or other animals shall be kept on any part of the Park.
26
BILL NO. 2025-040 ORDINANCE NO.
EXHIBIT D
FORM OF DEED
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of ,2025 by the CITY OF RIVERSIDE,
MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri, as
grantor("Grantor"), with a mailing address of 2950 NW Vivion Road, Riverside, Missouri
64150 to , a organized and existing under the laws of the
state of , as grantee ("Grantee"), with mailing address of
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other valuable consideration to it in hand paid by Grantee (the receipt
of which is hereby acknowledged)does by these presents, SELL and CONVEY unto Grantee, its
successors and assigns,the lots,tracts or parcels of land, lying,being and situate in the County of
Platte and State of Missouri as described as follows:
[insert legal description]
EXCEPT AND FURTHER SUBJECT TO:
(i)easements,restrictions,declarations,reservations,agreements, instruments,and other
matters of record, if any; (ii)taxes and assessments, general and special,not now due and
payable; and(iii)rights of the public in and to the parts thereof in streets,roads, or alleys.
TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights
privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto
Grantee and unto its successors and assigns forever, Grantor hereby covenanting that said
premises are free and clear from any encumbrance(except as referenced above)done or suffered
by it; and that it will warrant and defend the title to said premises unto Grantee and unto its
successors and assigns forever, against the lawful claims and demands of all persons claiming
under Grantor.
[remainder of page intentionally left blank]
27
BILL NO. 2025-040 ORDINANCE NO.
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
T' R Kathleen L. Rose, Mayor
y
•
ATTEST:
By: �
City Clerk
ACKNOWLEDGEMENT
STATE OF MISSOURI )
)SS
COUNTY OF PLATTE )
ON THIS q 'day of , 2025, before me, the undersigned, a Notary
Public in and for said County and sta , rsonally 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.
ck) •
NOT PUBLIC-NOTARY SEAL
W�OF MISSOURI
IDCPIRES MARCH 8,XJ27 Notary Public ignature
(Seal) CLINTON COUNTY
1— • 44 i t Cam) d
Printed or Typed Name
My Commission \iktit k g/ ��
28
BILL NO. 2025-040 ORDINANCE NO.
SCHEDULE 1
ENVIRONMENTAL INFORMATION
1. Phase I Environmental Site Assessment(ESA)performed by UES Consulting Services.
a. Recognized Environmental Conditions were not identified.
2. Summary of limited environmental sampling and testing activities letter,from Geotechnology,
Inc.,dated 10/7/13,addressed to GSBR Associates LLC.
3. Foth Agreement—proposal for work to help resolve and close environmental issues associated
with a proposed commercial development in Riverside,MO, dated 7/9/13.
4. Tier 1 Risk Assessment Report,Rinker Property Redevelopment,Project I.D. 14S046.01,dated
October 2015.
5. Letter and Certificate of Completion from the Missouri Department of Natural Resources,dated
7/26/16.
a. This Certificate of Completion confirms that the site is safe for all reasonably anticipated
land uses and no further remedial action is necessary.
30
BILL NO. 2025-040 ORDINANCE NO.
Exhibit C
The Special Warranty Deed
6 WA 4320116.1
BILL NO. 2025-040 ORDINANCE NO.
EXHIBIT D
FORM OF DEED
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of ,2025 by the CITY OF RIVERSIDE,
MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri, as
grantor("Grantor"), with a mailing address of 2950 NW Vivion Road, Riverside,Missouri
64150 to , a organized and existing under the laws of the
state of , as grantee ("Grantee"), with mailing address of
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00)and other valuable consideration to it in hand paid by Grantee(the receipt
of which is hereby acknowledged)does by these presents, SELL and CONVEY unto Grantee, its
successors and assigns,the lots,tracts or parcels of land,lying,being and situate in the County of
Platte and State of Missouri as described as follows:
[insert legal description]
EXCEPT AND FURTHER SUBJECT TO:
(i)easements,restrictions,declarations,reservations, agreements, instruments,and other
matters of record, if any; (ii)taxes and assessments, general and special,not now due and
payable; and(iii)rights of the public in and to the parts thereof in streets, roads, or alleys.
TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights
privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto
Grantee and unto its successors and assigns forever, Grantor hereby covenanting that said
premises are free and clear from any encumbrance(except as referenced above)done or suffered
by it; and that it will warrant and defend the title to said premises unto Grantee and unto its
successors and assigns forever, against the lawful claims and demands of all persons claiming
under Grantor.
[remainder of page intentionally left blank]
27
BILL NO. 2025-040 ORDINANCE NO.
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 , 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 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:
28