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HomeMy WebLinkAbout2002-091 - Real Estate Purchase AgreementBILL NO. 2002-91 ORDINANCE NO. 2002-91 AN ORDINANCE AUTHORIZING THE EXECUTION OF A REAL ESTATE PURCHASE AGREEMENT FOR THE PURCHASE BY THE CITY OF CERTAIN PROPERTY LOCATED AT 3050 NW VIVION ROAD IN RIVERSIDE, MISSOURI WHEREAS, the City of Riverside, Missouri ("City") has engaged in negotiations to purchase certain property and the improvements thereon located at 3050 NW Vivion Road in Riverside, Missouri (the "Property") from the International Association of Machinists and Aerospace Workers, AFL-CIO; and WHEREAS, the City has reached an agreement on a purchase price for the Properly. NOW, THEREFORE, be it ordained by the Board of Aldermen of the City of Riverside, Missouri, as follows: Section 1. The City of Riverside shall enter into an agreement to purchase the Property for the amount of eight hundred thousand and no/100 dollars ($800,000.00) (the "Agreement'). Section 2. The execution and delivery of the Agreement, in substantially the form attached hereto as Exhibit A, is approved, the Mayor is authorized to execute the Agreement and to take such other actions reasonably necessary to carry out the indent of this Ordinance on behalf of the City, the execution of the Agreement being conclusive evidence of such approval. Section 3. This Ordinance shall be in full force and effect from and after its passage and approval. Passed this day of August, 2002. ~t l~,_.,~~~2~_.l, Mayor ATT ~ty Clerk ~~ ` ~~ ~~~ ,~ REAL ESTATE and PERSONAL PROPERTY" PURCHASE AGREEME ~T~c~i~.. This Agreement is made as of the ~da of~~~~ist~2002, b and between City of Y b Y Riverside, Missouri whose principal address isa~50 N.W. Vivion Road, Riverside, MissoL~ri 64150 ("Buyer") and International Association of Machinists and Aerospace Workers, APL- CIO, whose principal address is 9000 Machinists Place, Upper Marlboro, Maryland 20772 ("Seller"). In consideration of the mutual prenrises and promises contained herein, together with other good and valuable consideration, the receipt and sufficiency of whch is hereby aclmowledged, the parties hereto agree as follows: 1. Purchase of Real Property. Seller hereby agrees to sell to Buyer and Buyer agrees to purchase from Seller the following described real estate, together with all improvements thereon ("Improvements"), including any gas heaters, ventilating, central air conditioning lighting heating and plumbing equipment and fixtures, attached mirrors and floor coverings, window shades and blinds, storm windows and doors, screens, awnings, water heaters, kitchen appliances, built in cabinets, attached shelving security system, telephone system, fire sprinkler system, and all other fixtures attached to such real estate located in Platte County, State of Missouri, to wit: See Exhibit A attached hereto and incorporated herein which real estate shall hereinafter be referred to as the "Real Property." Subject to any recorded restrictions, easements, party wall agreements and zoring laws. 2. Real Property Purchase Price. The purchase price for the Real Property shall be Eight Hundred Thousand and 00/100 Dollars ($800,000.00) which the Brayer agrees to pay as follows: Five Hundred and 00/100 Dollars ($500.00) to be paid to Seller at the time of signing of this Agreement ("Deposit") and the balance of the Purchase Price in the sum of Seven Hundred Ninety Nine Thousand Five Hundred and 00/100 Dollars ($799,00.00) paid in innnediately available funds (cashier's check or certified funds) at closing. 3. Personal Property. Seller hereby agrees and acknowledges that by completing closing on the Real Property, it shall sell, convey and transfer all right, title and interest in and to all personal property, which shall include, but which is not limited to, all tables, chairs, benches, stands, podiums, stage egrpment, sound system, speakers, partitions, Smokeater units, kitchen equipment, maintenance equipment, or other personal property used in connection with the Improvements (fl1e "Personal Property") which remains on and is located at the Real Property. Seller further agrees quid aclalowledges that it shall make no claim related to such Personal Property whatsoever. and that the Purchase Price includes the Personal Property described herein. 4. Additional Consideration. As additional consideration for the purchase of the Real Property, the Buyer agrees that Seller shall be permitted to utilize the Improvements on the first Wednesday of each month for a period often (10) years corruneneing with the date of closing for group luncheons. Seller shall also be permitted to use the Improvements for a New Year's Eve celebration for a period of ten (10) years connmencing with December 31, 200?. Seller shall be responsible for the cleaning of the Improvements used by Seller pursuant to this paragraph after each use. 5. Purchasing Real Property "As Is". Buyer is purchasilig the Real Property "as is" and in its existing condition. Seller does represent and warrant to Buyer that it is unaware of any structural defects in the Improvements or of any enviromnental contamination or pollution which exists in or on the Real Property or the Improvements but that Seller has made no inspection nor conducted any investigation to determine the existence of any structural defect or environmental contamination or pollution. 6. Tales. Seller shall pay all taxes, general and special, and all assessments, which are a Lien on said property and can be paid as of the date of closing, except that all general state, county, school and municipal taxes (exclusive of rebates, penalties or interest) payable during the calendar year in which the deed is delivered shall be prorated between Seller and Buyer on the basis of the said calendar year, as of the date of delivery of the deed to Buyer. If the amount of any such tax to be prorated cannot then be ascertained, proration shall be computed on the amount thereof for the preceding year. 7. Closing. Closing shall occur 20 days after the Buyer shall have received a commitment for title insurance insuring title to the Real Property. L uyer shall be responsible :for promptly ordering such title commitment and shall arrange for a copy of such commitment to be delivered to Seller simultaneously with the delivery of the title commitment to Buyer. All costs associated with the title corrnnitment and title insurance shall be paid by Buyer. If Seller has merchantable fee simple title to the Rcal Property, Seller shall deliver to Buyer at the office of Stewart Title Company, Kansas City, Missouri, a General Warranty Deed, properly executed and conveying said Real Property and Improvements free and clear of all liens and encumbrances whatsoever, except as herein provided; Buyer shall then and there deliver to Seller the balance of the Purchase Price. 8. Clear Title. If there as•e objections to the condition of title to the Real Property as evidenced by the title commitment, Buyer shall specify the objections in writing and deliver same to the office of Seller within five days of receipt of the commitment for title insurance. Seller shall have the specified defects to the title removed fiom the commihment for title insurance within 10 days from the date of delivery of such objections. If such objections have not been cured within such ten day period, then Buyer shall have the right to terminate this Agreement by written notice thereof given to Seller, in which case the Deposit shall be rehirned to Buyer and both parties shall be discharged from further duties of performance hereunder, each without liability to the other. If Buyer fails to so terminate this Agreement, Buyer shall be deemed to have waived its right to object to such matters of title and the same shall be deemed to be permitted exceptions. 9. Casualty. If the Real Property or any Improvement thereon is damaged by fire or other casualty prior to the Closing, and if the cost to repair such damage exceeds an amount equal to the Deposit (as determined by Buyer in good faith), Buyer shall have the right to terminate this Agreement by written notice to Seller within ten (10) days after Seller noti£es Buyer in writing that such damage has occurred. In the event of such termination this Agreement will be of no ftuher effect, and neither party will thereafter have any further obligations to the other except that Seller will cause immediate return of the Deposit to Buyer. If Buyer does not elect to terminate its obligation Linder this Agreement, then the closing will take place as herein provided without abatement of the Purchase Price and Seller will assign and transfer to Buyer as of closing, by written instrument, all of Seller's right, title and interest to al] insurance proceeds paid or payable to Seller on accotmt of such fire or casualty, less the amount thereof expended by Seller for the cost of restoration prior to closing and Seller will pay to Buyer an amount equal to the amount of any "deductible" under Seller's insurance policy. If the Real Property, any Improvement or any part thereof is damaged by fire or other casualty prior to the closing, repair of which would cost less than an amount equal to the Deposit (as determined by Seller in good faith), Buyer shall not have the right to terminate its obligations under this Agreement by reason thereof, but Seller will assign and transfer to Buyer as of closing all of Seller's right, title and interest in and to all insurance proceeds paid or payable to Seller on account of any such fire or casualty, less the amount expended by Seller for the cost of restoration and Seller will pay to Buyer an amount equal to the amount of any "deductible" under Seller's insurance policy. If the Real Property or any Improvement is damaged by fn•e or other casualty, Seller hereby grants to Buyer full and fi•ee access to the Property for the purpose of inspecting such damage and assessing the extent thereof. 10. Commissions. Seller and Buyer each warrant and represent to the other that neither has dealt with any person or broker in connection with this sale. 11. Remedies. If Buyer shall default hereunder, the Deposit and the interest earned Thereon shall be forfeited to Seller as liquidated damages, in lieu of all legal or equitable remedies which maybe available to Seller. If the Seller shall default hereunder, the Deposit and interest earned thereon shall be returned to Bayer and, in addition, Buyer shall have the right to pursue any and all legal and equitable remedies which may be available to Buyer. 12. Choice of Law. This Agreement is governed by and will be construed in accordance with the laws of die State of Missouri. 13. Survival. All representations, warranties, covenants and agreements herein will survive the closing and will not merge in the Deed or any other document executed and delivered hi performance of this Agreement. This Agreement shall be binding on and inure to the benefit of the parties, their heirs, successors and assigns. l 4. Time. Time is of the essence to this Agreement. 15. Further Assurances. The parties hereto agree that shall take all fi~rther actions and execute all further documents regtured to complete the transaction contemplated hereby and to fin•ther the intent of this Agreement. 16. Force Majeure. Neither party shall be considered in breach or default of their respective obligations under this Agreement, and times for performance of obligations hereunder shall be extended for a reasonable period of time, in the event of any delay caused by force majeure, including, without limitation, damage or destruction by fire or casualty; civil disorder; war; acts of God; unusually adverse weather; or other causes beyond the parties' reasonable control. 4 IN WITNESS WhIEREOF, the parties hereto have elecuted this Real Estate Purchase Agreement as of the date first writCen above. BUYER: City of Riverside, Missouri By. ~~ - Its: SELLER: International Association of Machinists and Aerospace Workers, APL-CIO By: ~~'~ `zdl'I-~- Its: 5 EXNT131T A Leal Description "[-hc site is in two tracts, described as follows: Tract 1: All of lots 1 1, 12, 13, 14, 15, acid l6, BRENGRES"1', a subdivision in the City of Riverside, Platte County, Missouri, according to the recorded plat thereof'Except that part taken for highway purposes. Also, a]! that part of vacated Filtier Road lying South of the North line of Lot 11, produced East. 30.0 feet and lying North of the South line on Lot 13, produced East 3U.0 feet, containing 3,09 acres, more yr less. Tract 2: A tract of land in flee Northwest Qu~'trter of Section 4, Township SU, Range 33, Riverside, Platte County, Missouri, being bounded and described as follows: Commencing at the point of intetsectiot~ of the last line of Brencrest, a subdivision of land in Platte County, Missouri, according to the recorded plat thereof, with the South fine of the Northwest Quarter of said section 4; thence North 0 degrees 43' 15" East 20.00 feet to a paint on the North ri ;ht-of- way line of Larson Road, as now established, said point being to True Point of Begimiing of the tract to be hereut described; thence continuing North 0 deb ecs 43' 15"East along the East line of said Brencrest, 295.03 feet to the Northeast corner of Lot 16, said Brencrest; thence South 89 degrees 32' i2" East, 150.84 feet to its intersection with the West rigYtt-of--way line of U.S. Highway #69, as now established; thence South 27 degrees 35' 2" est along said West right- of-wav line, 332.20 leer to its intersection with the North right-o -way of'said Larson 1-load; thence North 89 degrees 32' 32" West along said North right-of--way line, 0.67 feet to the "Cncc Point of Beginninc. Containing 0.51 acres more or less. Subject to any and all easements and restrictions of record. 4 BUYER (H) F`YNAi.. CLDSING &Td.TS~NT Buyes(a): 6e11er(s): s~audor: Property: Closing Date: SscrOw Officer: File Number: 6~.L&6 PY2ICS Prepared by Stewart Title Ir~cosporated 1220 9TashingY~est Sua.te 100 Kansas City, M~.SSVUri fi4105 (616)476-7$g1 CSTY CtF RIVSRSIbE, aSIB80IIRZ INTERNATIDNAL AS60Cx16TIdW dF DSAC~iIN2STS & AEZtOSPX~C~i VGDIiRERS, Z,P.BOR T7NIOSQ 3050 ~79~C VI~zOt7 RO.'~L+, r'f.TVSRS2DE', MO 09/2D/2DDZ PresatZOa Date: 09/20f:?002 T'ERESA ~. sT,EETFi 02080112 DEBIT GI~I,I72T 800,DOD.00 PROBATION6i Ccuxs.ty Taixes - eaead an th5+ 2001 amounts of $14,342.96 ~~~ D:ID1fDa to os/aa/oa ~ ~ sa.z5s7a per day ZO„295,f,Si TITL& CHARGES: Owner's title pawipy 1,400.OD ~+iab~lity 3410U~.t (OTP) $8D0, ODD, p0 6ettlement ar alo6iAg E'ee a50.Op RECORDING FEE6/TRAN6FmR Cu.ARGF.Sa Reaordiag f4~0 Deed amount $26.00 x5.00 9L7'8'Z'p;.gLB; 801,676.00 1D„295,49 BALANCE Dti8 FR07d $UYER: 791 R 3 8 D . 5:L ~ TOTALS: 801,676.00 801„676.D0 (Continued on next page) Page=~ i. Buyer Final Closing Statement (continued) File Number: 020BOllz By signing below, T/we acknowledge that all information used to complete the foregoing Settlement Statement was obtained ~rom other sources, and although considered reliably its accuracy is not guaranteed by the Closing Agent. 2/we have reviewed and approved the Settlement Statement and authorize the C1©sing Agent to complete the cloci:~g and make disbursements as shown above. Z/we agree to make anp' adjustmer_ts or reconcile a.ny exrc~rs directly with the other party to this transaction, and release Stewart Title Incorporated. from any liability thezefore. CITY OF RSVHRSIDE, M26SOIIFc2 3TEWART TITLE TNCCRr''ORATED by Escrow O~~icer Page: 2 International Association of Machinists and Aerospace Workers // 9000 Machinists Place Upper Marlboro, Maryland 20772-2687 Ama Codr, 301 -_:.,., 967-4500 OFFICE OE THE GENERAL SI CREiARY-TREASUR[R DESIGNATION OF AUTHORITY I, Donald E. Wharton, General Secretary-Treasurer of the International Association of Machinists and Aerospace Workers, AFL-CIO, do hereby designate, pursuant to my authority under the IAMAW's Constitution, Robert Haynes to execute all necessary documents in connection with the sale of property located at 2~'St) N.W. Vision Road, Riverside, Missouri 64150. Donald E. August 20; ~~ Notary Public My Commission Expires: /D~o/ ~Og I i i ,, JI ~J~ Iw ~~ II~ 11'I ~I l 0 ~~~ ~ i ~ O r ~r ~I i e: 0 r O r ru .a al O rl O ~~Ai ~~ ~ IKj O O ~n VTI ^~ J rn i~ y c g O 8 O a r o r- o y a 31 n ~ ~ Jo,~ m ~na~ o~ ~ ~~~~ p~ y ~ momma ~ d~ ~x m m _.~o, ~ O O T N~Qy ~ p, N -I ~ ~'z~on r-r d F d - m ~_=cd~ ' rt O aQ • ~ m n:d C _ O ~ o F m m ~ ~~~~ n 'c n~ , a ~=' o s moo- M ~ ~ c. `'a w ~ F =-~: ~- ~. ~" rt A ~~ x~ ~ , a ti ~ ` n ~, (~pp v r ° l `' c ,.~ ~ w m ~`{ 1 ti x 1 ,, ~ E., ,~ ~.~ ~ ` ~/ L ~ i A ~ ~ N m V EEEEF x' cD l -" lD ~ Yr s^' ~ ~ r o t ~ ~r '? 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