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Home My WebLink About2096 Authorizing and Approving Amendment to PSA with Fountains and BBQ, LLC BILL NO. 2025-058 ORDINANCE NO. AN ORDINANCE AUTHORIZING AND APPROVING THE AMENDMENT TO THE PURCHASE AND SALE AGREEMENT OF CERTAIN REAL PROPERTY BY AND BETWEEN THE CITY OF RIVERSIDE, MISSOURI, AND FOUNTAINS AND BBQ, 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 May 21, 2025, (the "Agreement") with Fountains and BBQ, LLC, a Delaware limited liability company, ("Fountains and BBQ"), as Purchaser; and, together with City, the "Parties"; and WHEREAS, the Parties desire to enter into that First Amendment to Purchase and Sale Agreement (the "Amendment") attached hereto as Exhibit A, and incorporated herein, to amend Section 1.1 Sale and Purchase in reducing the Purchase Price by $140,000, to a Purchase Price of $632,514.28; and WHEREAS, the City's Staff recommends approval of the Amendment; and WHEREAS, the Board of Aldermen find that the Amendment fulfills a public purpose and will further the growth of the City, facilitate the development of Riverside, improve the environment of the City, increase the assessed valuation of the real estate situated within the City, increase the sales tax revenues realized by the City, foster increased economic activity within the City, increase employment opportunities within the City, enable the City to direct the development of the Property, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers. 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 AMENDMENT TO THE PURCHASE AND SALE AGREEMENT. It is in the best interest of the City, in order to further the growth of the City, improve the environment of the City, foster increased economic activity within the City, increase employment opportunities within the City, further the objectives of the TIF Plan, further build out the public infrastructure and otherwise is in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers, to enter into that First Amendment to Purchase and Sale Agreement (the "Amendment") attached hereto as Exhibit A. and incorporated herein, and the Amendment is hereby approved. SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the Amendment in substantially the same form as Exhibit A. 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—13, ay of July 2025. Ka leen L. Rose, Mayor �- . `f T1 J T ATT Robin Kincaid. City Clerk Approved as to form: Sp Fane LLP, S ecial nsel to the City b oe ar JEFFERSONCITY 17567222.2 EXHIBIT A AMENDMENT JEFFERSONCITY 17567222.2 Execution version FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (RINKER) THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "First Amendment") is made and entered into as of July Ja"?22025, 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"). RECITALS A. Seller and Purchaser entered into that certain Agreement of Purchase and Sale dated May 21,2025 (as amended hereby,the"Agreement"),pursuant to which Seller agreed to sell and convey to Purchaser, and Purchaser agreed to purchase from Seller, on the terms and conditions set forth in the Agreement, that certain Property 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, as more particularly described in the Agreement. B. Seller and Purchaser desire to amend and modify certain terms and provisions of the Agreement, in accordance with the terms set forth in this First Amendment. AGREEMENT NOW, THEREFORE, for the covenants and conditions contained herein, and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows: 1. Defined Terms. Capitalized terms not otherwise defined herein shall have the same meaning as in the Agreement. 2. Purchase Price. Notwithstanding anything in Agreement to the contrary, the Purchase Price, as defined in Section 1.1 of the Agreement, is hereby reduced to $632,514.28. 3. Extension of Due Diligence Period. Pursuant to Section 2.10 of the Agreement, Purchaser exercised its right to extend the Due Diligence Period for thirty (30) days; provided, however that the parties may agree to set the Closing Date as described below in Section 4. 4. Closing. Notwithstanding the extension of the Due Diligence Period and the resulting extension of the Closing Date,Purchaser shall have the right to close on the purchase and sale of the Property earlier, by delivering written notice to Seller no later than five (5) business days prior to the Purchaser's proposed Closing Date, or such shorter notice period as may be mutually agreed upon by the parties, whether verbally or in writing; provided, however, that Purchaser reserves its right to extend the Closing Date for up to ten(10)days, in accordance with Section 4.1 of the Agreement. 5. Controls. In the event that the terms of this First Amendment and the Agreement are held to be inconsistent,the terms of this First Amendment shall control. 6. Counterparts and Electronic Signatures. This First Amendment may be executed in multiple counterparts, which shall together constitute a single document. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to an electronic mail message or signed electronically using DocuSign or other similar software, shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version of this First Amendment, delivered in person. Seller and Purchaser agree that this First Amendment or any other document necessary for the consummation of the transaction contemplated by this First Amendment may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on both Seller and Purchaser same as if it were physically executed and each party to this First Amendment hereby consents to the use of any third-party electronic signature capture service providers as may be chosen by the other party. [SIGNATURES FOLLOW] IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this First Amendment as of the date first above written. SELLER: THE CITY OF RIVERSIDE,MISSOURI 411 By: A KXitlield,U/1,(.4 een L.Rose,Mayor PURCHASER: FOUNTAINS AND BBQ,LLC, a Delaware 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 [SIGNATURE PAGE TO FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE(RINKER)] IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this First Amendment as of the date first above written. SELLER: THE CITY OF RIVERSIDE,MISSOURI By: Kathleen L.Rose,Mayor PURCHASER: FOUNTAINS AND BBQ,LLC, a Delaware limited liability company,and/or its assigns By: BK Properties,LLC, a Missouri limited liability company,its Manager By: ik �v e neth G. Block,Trustee of the Kenneth G.Block Trust dated January 11, 1991,as amended, Sole Member and Manager [SIGNATURE PAGE TO FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE(RINKER)]