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HomeMy WebLinkAbout2001-116 - Contract for Sale of PropertyBILL NO. ~~~~ ~~~ ORDINANCE NO. ~-~~~~~ ~~~~~ AN ORDINANCE APPROVING, CONFIRMING AND RATIFYING THE EXECUTION OF A CONTRACT AND THE SALE OF PROPERTY LOCATED IN PLATTE COUNTY, MISSOURI AND ACTIONS RELATED THERETO. BE IT ORDAINED BY THE COUNCIL FOR TI-iE CITY OF RIVERSIDE, MISSOURI .AS FOLLOWS: SECTION 1. The execution and delivery of the Contract for the sale of certain real property owned by the City to Riverside Associates, LLC, for Forty Seven Thousand Four Hundred Thirty Six and 84/100 Dollars ($47,436.84), with such changes, additions and deletions as may be approved by the officer cxecuting such document, such execution being conclusive proof of such approval, the performance of City obligations under the Contract, the sale of the Property and the executions and delivery of all documents and the performance of all actions related thereto are hereby approved. The Mayor, City Clerk, City Manager and Finance Director are authorized to take such actions as are necessary or desirable to effectuate the intent of this Ordinance. SECTION 2. This Ordinance shall he in full force and effect from and after its passage and approval. PASSED AND APPROVED THIS ~% ~~ ~ DAY OF OCTOBER 2001. ,(~ .~.~-mot.-e~~ Betty Burc ,wlayor ATTEST: ~6;~~ ~/ ~,-~ Louise Rusick, City Clerk REAL ESTATE PURCHASE AGREEMENT COVENANTS AND RESTRICTIONS THIS AGREEMENT, made as of the Effective Date, between Riverside Associates, LLC, a Missouri limited liability company, having an address of 104 Armour Road, North Kansas City, Missouri 64116 ("Buyer") and the City of Riverside, Missouri, a Missouri city of the fourth class, having an address of Riverside City Hall, 2950 NW Vivion Road, Riverside, Missouri 64150 ("Seller"). RECITALS WHEREAS, the Seller is the owner of certain property, a legal description of which is set forth on the attached Exhibit A-1 (the "Property") adjacent to property currently owned by the Buyer and described in Exhibit A-2; and WHEREAS, Buyer, in order to develop its property, requires certain lands on which it will construct and maintain a retention pond and related facilities and improvements; and WHEREAS, Buyer desires to purchase, and Seller desires to sell, the Property for uses related to the retention pond and its related facilities and improvements; and WHEREAS, the parties agree that certain obligations and duties shall be placed upon Buyer regarding the future construction and/or implementation of a master drainage system which will encompass the subject property, if any; WHEREAS, Buyer agrees to become obligated and duty-bound to undertake certain actions and provide certain consents related to such a master drainage system; and WHEREAS, Seller desires to obtain certain assurances, and Buyer desires to give certain assurances, related to Buyer's maintenance and management of its property so as not to cause harm nor damages to Seller's remaining property adjacent to the Property. NOW, THEREFORE, in consideration of the mutual covenants herein granted and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. The Property. For the price and upon and subject to the terms, conditions and provisions herein, Seller shall sell and convey to the Buyer and the Buyer shall purchase from Seller, all right, title and interest of Seller in the Property. 2. Current Subject Conditions. a. The Buyer agrees to take title to the Property subject to existing easements for public roads, highways, utilities, pipelines and levees, including without limitation, the levee easements described in Exhibit B. b. The Buyer agrees to and shall comply with all current covenants and restrictions on the Property described in the deed thereto from the Seller to the Buyer attached hereto as Exhibit C. c. This Agreement shall be recorded before any conveyance or encumbrance of the property described in Exhibit A-2 by Buyer. 3. Earnest Monev and Purchase Price. a. The purchase price ("Purchase Price") to be paid by the Buyer to Seller is Forty Seven Thousand Four Hundred Thirty Six and 84\100 Dollars ($47,436.84), payable as follows: (i) Five Thousand and No/100 Dollars ($5,000.00) (the "Deposit") within five (5) business days after the execution and delivery of this Agreement by Seller to the Buyer. Such amount shall be held by the Title Company (defined in Section 9 below) in an escrow account. At Closing, the Deposit shall be paid to Seller as partial payment for the Property or otherwise, to the party entitled to receive the Deposit in accordance with this Agreement. The Deposit shall be held and disbursed by the Title Company pursuant to that Escrow Agreement which the parties have executed simultaneously with this Agreement. If all of the conditions to the Buyer's obligation to purchase the Property have been satisfied or waived in writing by the Buyer and if the Buyer should fail to consummate this transaction for any reason other than Seller's default, failure of a condition to the Buyer's obligation to close, or the exercise by the Buyer of an express right of termination granted herein, Seller's sole remedy in such event shall be to terminate this Agreement and to retain the Deposit as liquidated damages pursuant to Section 15(a), Seller waiving all other rights or remedies in the event of such default by the Buyer. The Deposit shall promptly be returned to the Buyer in the event of a Seller default hereunder (but not as the Buyer's sole remedy in such event) or if the Buyer elects to terminate this Agreement pursuant to an express right herein granted or failure of a condition. (ii) The remaining balance of the Purchase Price shall be paid in cash at Closing. 4. Future Subject Conditions. a. Retention Pond. Buyer shall, within three (3) months of the Closing Date, begin construction of a retention pond and its related facilities and improvements (the "Retention Pond"), and shall continue such construction without unreasonable delay through to completion. The current retention pond design will be revised to expand the pond to the south to provide additional capacity sufficient for an approximately 3 acre hard surface parking lot to be constructed by Argosy Casino south of the Retention Pond. The parking lot shall be constructed either (i) in substantial conformity with the plan attached hereto as Exhibit D, or (ii) in conformity with alternate plans submitted to and approved by Buyer prior to 2 construction, such approval not to be unreasonably withheld, conditioned or delayed by Buyer. The design and construction of the revised Retention Pond shall be approved by the Riverside City Engineer. The City will provide any additional land needed (approximately '/4 acre) at no cost to Buyer. The City will pay construction costs of the expanded portion of the Retention Pond on a unit cost basis. Buyer will pay all costs of maintenance of the revised Retention Pond. The City will pay the cost necessary to connect the Argosy Casino parking lot to the Retention Pond. Buyer shall comply in full with all applicable laws and regulations in the construction, maintenance and use of the Retention Pond. Any default under this subsection (a) by Buyer shall be deemed a Special Default and Seller shall have available those remedies described in Section 15(b). b. Master Drainage Structure. Seller may construct a drainage structure to serve the Property and those other properties generally located in the area south of Missouri State Highway 9, east of Missouri Highway 69 and west of Line Creek (the "Master Drainage Structure"). The parties agree that Seller has no obligation to construct the Master Drainage System, but should it endeavor to do so, Buyer shall assume certain obligations. Specifically, Buyer agrees: (i) to pay the actual cost of connection of the Retention Pond to the Master Drainage Structure; and (ii) to grant all reasonable easements and provide all reasonable entry and access to the Property, including the Retention Pond, without cost to Seller as necessary to allow Seller to construct the Master Drainage Structure ;and (iii) that it shall not undertake any activity or refrain from any activity which will cause a delay or be a hindrance to the construction, development and maintenance of the Master Drainage Structure. Any default under this section (b) by Buyer shall be deemed a Special Default and Seller shall have available those remedies described in Section 15(b). 5. Taxes and Assessments. Buyer shall assume and pay all taxes, general and special, and all special assessments, against the Property first assessed and becoming due and accruing after the date of closing. 6. Inspections and Tests by Buyer. At any time and from time to time during the term of this Agreement, the Buyer and its agents, employees, contractors, and representatives, shall have the right, privilege, and license to enter upon the Property for the purpose of making any and all tests, inspections, investigations, feasibility studies, surveys, soil test borings, etc., of any kind or nature which the Buyer, in the Buyer's sole discretion, desires, including without limitation: (i) tests with respect to the conditions of the soil; (ii) feasibility studies; (iii) the nature and extent of all restrictions and/or requirements imposed by any federal, state, county, or City building departments, highway departments or other governmental agencies, including without limitation environmental laws, rules, and regulations and all costs of complying with any of the foregoing; and (iv) physical inspection of the site and approval thereof. All such tests, inspections, investigations, feasibility studies, surveys, etc. shall be done at the Buyer's sole cost and expense. Such tests, inspections, 3 investigations, feasibility studies, surveys, etc., may include, but shall not be limited to, the right to drill test holes, dig test pits, and to obtain core samples. 7. Conditions Precedent to Buyer's Obligation 'fo Close. Notwithstanding anything in this Agreement to the contrary, Buyer's obligation to complete Closing under this Agreement is contingent upon the following conditions being satisfied immediately prior to and at the Closing, unless such condition is waived, in writing, by the Buyer in its sole and absolute discretion: a. Title Work. Receipt of the survey of the Property and completion of title work with respect to the Property, acceptable to the Buyer in its reasonable discretion. b. Representations and Warranties True at Closing. The representations and warranties of Seller contained in this Agreement and all other Closing documents shall be true on and as of the closing date with the same effect as though such representations and warranties had been made on and as of such date, and there shall be no breach of any said representations or warranties. c. Necessary Permits. The Buyer shall have been issued a Grading Permit and a Building Permit by the Seller for Buyer's proposed development on the property described in Exhibit A-2 on or prior to the Closing Date. 8. Closing Date. The closing shall take place on or before October 10, 2001, or such other date as the parties shall agree upon in writing (the "Closing" or "Closing Date"). The reasonable, standard and ordinary closing and escrow charges of the Title Company shall be paid by the Buyer unless Closing shall not occur because of the failure of a party to perform hereunder, in which event such non performing party shall pay such charges Seller shall pay for the Title Policy. 9. Environmental Assurance. Buyer hereby covenants and warrants that its use of the Property, including the construction, maintenance and operation of the Retention Pond, shall not cause any harm, damage, injury or other adverse environmental effects to the remaining property of the Seller, or any other property, including, but not limited to, erosion, the accumulation of foul water (as defined by Riverside City Code Section 215.060), stagnant water (as defined by Riverside City Code Section 215.060), other nuisances, such as Interfering With Any Gutter, Sewer or Natural Drainage (as defined by Riverside City Code Section 215.100), Water Pollution (as defined by Riverside City Code Section 215.110), flooding of the Retention Pond, or other similar or related events or occurrences. In addition, Buyer shall not allow the accumulation of any Weeds (as defined by Riverside City Code Section 215.060), Hazardous Trees (as defined by Riverside City Code Section 215.070), or Litter (as defined by Riverside City Code Section 215.060). Buyer further covenants and warrants that it shall not cause, foster or allow any increase in the area of wetlands on the Property, the surrounding property owned by the Seller, or any other property, due to Buyer's construction, operation and maintenance of the Retention Pond. For purposes of this Agreement, "wetlands" shall mean that condition as defined by the Missouri Department of Natural Resources, the Environmental Protection Agency, the U.S. Army Corps of Engineers or any other public or governmental authority or agency. Should Buyer breach this Section, such breach shall be declared an Environmental Default and Seller and Buyer agree that Seller shall have the right to compel Buyer to correct and/or cure such Environmental Default. Buyer agrees that an Environmental Default by Buyer would result in irreparable injury to the Seller, that any remedy at 4 law for such breach would by itself be inadequate, and that Seller shall therefore be entitled to specific performance hereof or injunctive relief or both, by temporary remedy, writ or order as may be entered by a court of competent jurisdiction, in addition to any damages that Seller may be legally entitled to recover or other remedies which Seller may be legally entitled to avail itself of, together with reasonable expenses of litigation, including attorneys' fees incurred in connection therewith, as may be approved by such court, and Buyer further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or equitable relief. The foregoing remedies of Seller are in addition to any powers, enforcement actions, procedures, or remedies (including civil penalties, fines and criminal penalties) available to Seller as a municipality under the Riverside City Code or state law, and may be undertaken before, after, or simultaneously with any other actions by Seller in its capacity as a municipality. 10. Survey and Title Insurance. The Buyer may cause a survey of the Property to be performed in order to determine any change in the exact legal description of the Property, which survey shall conform with the standards of the American Land Title Association and be acceptable to the Title Company for purposes of removing the survey exception. Upon completion of the Survey, Seller and the Buyer shall mutually agree, in writing, upon the legal description to be inserted as Exhibit "A" hereto based upon the Survey. Said approved revised legal description shall also be provided to Title Company for its use in issuing the Title Commitment (as defined below in this paragraph) and inserted into the Right-of--Way Conveyance documents. The Buyer shall cause to be prepared a commitment for the title policy (the "Title Commitment") to be issued by Assured Quality Title Company, Kansas City, Missouri (the "Title Company"). Any matters specifically identified on the Title Commitment to which the Buyer does not object to in a written statement delivered to Seller on or prior to ten (10) days prior to the Closing Date shall be deemed to be accepted by the Buyer. Seller shall have until the Closing Date in which to make any corrections to matters to which the Buyer has objected to in writing by the written statement. If such matters are not corrected by the Closing Date, the Buyer's sole remedy shall be either (a) accept such title as Seller is able to deliver, with reasonable diminution of the Purchase Price, or (b) terminate this Agreement by written notice to Seller. If the Buyer does not so notify Seller, the Buyer shall be deemed to have waived its right of termination and shall be deemed to have approved all such matters set forth in the Title Commitment, and this Agreement shall remain in full force and effect and the parties shall proceed to close this transaction according to the terms of this Agreement. Upon such termination of this Agreement under this Section, the Deposit shall be returned to the Buyer and neither party shall have any further obligation under this Agreement. Buyer shall bear all expense for both the preparation of the Title Commitment and the owner's title policy to be issued thereunder. 11. Seller's Warranties and Representations. As a material inducement to cause the Buyer to enter into this Agreement and deposit the Deposit as provided for by Section 3 above, Seller represents to the Buyer that: a. Authority. Seller has the authority and power and has obtained any and all consents required therefor to enter into this Agreement and to consummate and/or cause to be consummated the transactions provided for by this Agreement. Each and every person signing this Agreement and all related documents on behalf of Seller is authorized to do so. This Agreement has been and all documents to be executed by Seller pursuant to this Agreement will be, authorized and properly executed and does 5 and will constitute the valid and binding obligations of Seller. fully enforceable against Seller in accordance with their respective terms. b. Conflict. Consummation of such transaction will not breach any of Seller's duties or cause it to lose its sovereign immunity. There is no agreement to which Seller is a party or, to Seller's knowledge, binding on Seller which is in conflict with this Agreement. There is no action or proceeding pending or, to Seller's knowledge, threatened against or relating to the Property or which challenges or impairs Seller's ability to execute or perform its obligations under this Agreement. c. Withholding Obligation. Seller's sale of the Property is not subject to any federal, state or local withholding obligation of the Buyer under the tax laws applicable to Seller or the Property. d. Environmental. Seller has no knowledge of any violation of Environmental Laws related to the Property or the presence or release of Hazardous Materials on or from the Property. The term "Environmental Laws" includes without limitation the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA") and other federal laws governing the environment as in effect on the date of this Agreement together with their implementing regulations and guidelines as of the date of this Agreement, and all state, regional, county, municipal and other local laws, regulations and ordinances that are equivalent or similar to the federal laws recited above or that purport to regulate Hazardous Materials. The term "Hazardous Materials" includes petroleum as defined in CERCLA and any substance, material waste, pollutant or contaminant listed or defined as hazardous or toxic under any Environmental Law. 12. Escrow Agreement. Seller shall execute and deliver to the Buyer, within five (5) business days of its execution of this Agreement, the Escrow Agreement, in substantially the form attached as Exhibit E. Seller shall take all other actions and execute all other documents necessary or desirable to effectuate the intent of this Agreement or the Escrow Agreement. 13. Brokers' Commissions. The parties acknowledge and represent that no entity is entitled to a commission, finder's fee or other like compensation arising in any manner from this Agreement. Each party agrees to defend, protect, indemnify and hold the other party harmless from and against any claim for commission or finder's fee by any person or party who alleges that it was engaged or retained by such party, or that, at the request of such party, it was the procuring cause or instrumental in consummating this Agreement. 14. Delivery of Possession. Seller represents that the Property has no tenants or other persons in possession. Seller will, prior to closing, remove its property, if any, and quit the premises. Seller covenants that Seller will ensure that all tenants and other persons in possession, if any, shall remove their property and quit the premises by that certain date selected by the Buyer which date may be the Closing Date or any date thereafter as long as the Buyer provides Seller with at least fifteen (15) days prior written notice of such date. Seller shall deliver absolute possession of the Property to the Buyer on the Closing Date. 6 15. Default. a. Regular Default. In the event of a default by the Buyer other than default under subsection (b) below ("Regular Default"), which default is not cured within fifteen (15) days of written notice thereof from Seller to the Buyer or such longer period as shall be reasonably required to cure such Default (provided that the Buyer has commenced such cure within said 15-day period, and diligently prosecutes such cure to completion), then Seller may, at its option, declare a default, and retain the Deposit as liquidated damages. The parties have agreed that Seller's actual damages, in the event of such a Regular Default by the Buyer, would be extremely difficult or impractical to ascertain. Therefore, by executing this Agreement, the parties acknowledge that an amount equal to the Deposit has been agreed upon, after negotiation, as the parties' reasonable estimate of Seller's damages in the event of a Regular Default in light of the circumstances existing as of the date hereof. The parties agree that Seller shall not be entitled to any additional damages or other relief in the event of such Regular Default hereunder by the Buyer. In the event of a Regular Default by Seller, which Regular Default is not cured within ten (10) days of notice thereof from the Buyer, then the Buyer may, at its option, declare a default and pursue any and all remedies available to the Buyer at law or in equity including but not limited to specific performance. b. Special Default. In the event of a Special Default, the specific events of which are described above in Sections 4(a), 4(b) and 4(c), which Special Default is not cured within thirty (30) days of written notice thereof from Seller to Buyer or such longer period as shall reasonably be required to cure such Special Default (provided that Buyer has commenced such cure within said thirty (30) day period, and diligently prosecutes such cure through to completion). Seller may, at its option, declare a Special Default, and Seller and Buyer agree that upon such declaration by Seller, Seller shall have the right to compel Buyer to correct and/or cure such Special Default. Buyer agrees that a Special Default by Buyer would result in immediate and irreparable injury to the Seller, that any remedy at law for such breach would by itself be inadequate, and that Seller shall therefore be entitled to specific performance hereof or injunctive relief or both, by temporary remedy, writ or order as may be entered by a court of competent jurisdiction, in addition to any damages that Seller may be legally entitled to recover or other remedies which Seller may be legally entitled to avail itself of, together with reasonable expenses of litigation, including attorneys' fees incurred in connection therewith, as may be approved by such court, and Buyer further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or equitable relief. The foregoing remedies of Seller are in addition to any powers, enforcement actions, procedures, or remedies (including civil penalties, fines and criminal penalties) available to Seller as a municipality under the Riverside City Code or state law, and may be undertaken before, after, or simultaneously with any other actions by Seller in its capacity as a municipality. 16. Merger. It is understood and agreed that all understandings and agreements heretofore made between the parties with respect to the Property are merged into this Agreement which alone fully and completely expresses their agreement; that the same is entered into after full 7 investigation; and that neither party is relying upon any statement or representations not embodied in this Agreement made by the other. This Agreement may not be changed orally and all of the stipulations contained in this Agreement are to apply to and bind the successors and assigns of the respective parties. 17. Notices. Any notice given or required to be given under this Agreement, unless ' otherwise provided, shall be in writing and shall be given by certified or registered mail, directed as follows, and shall be deemed to have been given when so mailed: To Seller: The City of Riverside 2950 NW Vivion Road Riverside, Missouri 64150 Attention: David Blackburn, City Manager Telephone: (816) 741-3993 with a copy to: Armstrong Teasdale LLP 2345 Grand Boulevard, Suite 2000 Kansas City, Missouri 64108 Attention: Stephen A. Crystal, City Attorney Telephone: (816) 221-3420 To Buyer: Riverside Associates, LLC 104 Armour Road North Kansas City, Missouri 64116 Telephone: (816) 303-4500 with a copy to: Robert B. Thomson, Attorney-at-Law 4324 Belleview, Ste. 201 Kansas City, Missouri 64111 Telephone: (816) 421-2835 Any such notices shall be either (a) sent by certified mail, return receipt requested, in which case notice shall be deemed delivered three business days after deposit, postage prepaid in the U.S. Mail, (b) sent by overnight delivery using a nationally recognized overnight courier, in which case it shall be deemed delivered one business day after deposit with such courier, (c) sent by telefax, in which case notice shall be deemed delivered upon transmission of such notice, or (d) sent by personal delivery. The above addresses may be changed by written notice to the other party; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. 18. Time of Essence. Time is of the essence of this transaction. 19. Further Assurances. In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by Seller to the Buyer at Closing, Seller agrees to perform, execute and deliver, but without any obligation to incur any additional liability or expense, on or after the Closing any further deliveries and assurances as may be reasonably necessary to consummate the transactions contemplated hereby or to further perfect the conveyance, transfer and assignment of the Property to the Buyer. 8 20. Survival. All obligations of Buyer which by their nature involve performance in any particular manner after the Closing Date, or which cannot be ascertained to have been fully performed until after the Closing Date, shall survive the Closing Date, expressly including, but not limited to, the provisions the of Section 4 of this Agreement. 21. Successors. This Agreement shall inure to the benefit of and bind the parties and their respective successors and assigns, expressly including, but not limited to, the provisions the of Section 4 and Section 9 of this Agreement. Buyer hereby declares that the land described in Exhibits A-1 and A-2 shall be held, sold, used and conveyed subject to the covenants, restrictions, easements, charges and liens contained in this Agreement, expressly including, but not limited to, the provisions of Section 4 and Section 9 of this Agreement; and these covenants, restrictions, easements, charges, liens and provisions shall run with the land described in Exhibits A-1 and A-2 and with the title to such land and shall be binding on all parties having or acquiring any right, title or interest in such land or any part thereof, and shall inure to the benefit of Seller, Buyer, and their respective successors and assigns. 22. Headings. The headings in this instrument have been inserted for convenience of reference only and shall in no way modify or restrict any provision hereof, or be used to construe any of such provisions. 23. Invalidity and Waiver. If any portion of this Agreement is held invalid or inoperative, then so far as is reasonable and possible the remainder of this Agreement shall be deemed valid and operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative. The failure by either party to enforce against the other any term or provision of this Agreement shall be deemed not to be a waiver of such party's right to enforce against the other party the same or any other such term or provision. 24. Attorneys' Fees. Should either party be required to institute any legal action or suit to enforce or protect its rights under this Agreement, and should such party prevail in its suit, then such prevailing party shall have the right to collect its reasonable costs related to such action or suit, including, but not limited to, reasonable attorneys' fees, from the non-prevailing party. 25. Governing Law. This Agreement shall be governed by the laws of Missouri without regard to its conflict of laws statute. 26. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one and the same Agreement. To facilitate execution of this Agreement, the parties may execute and exchange by telephone facsimile counterparts of the signature pages. 27. Entire Agreement. This Agreement contains the entire agreement between Seller and the Buyer, and there are no other terms, conditions, promises, undertakings, statements or representations, express or implied, concerning the sale contemplated hereunder. 28. Effective Date. The Effective Date of this Contract shall be the latest date upon which any party to this Agreement executes this Agreement; provided, however to become effective, this Agreement must be executed by the Seller and delivered to the Buyer within 10 days of the Buyer's execution of this Agreement, unless such date is extended by the Buyer in writing. 9 NOW, THEREFORE, the parties execute this Agreement the date set forth below next to each parties respective signature. City of Riverside, Missouri ~ ~' ,y- Date Betty Bu ch, Mayor ATTEST: \ ({/ _~6„6 ., ~1~1 P n:._. ni__i.-iT Riverside Associates, LLC (. /~ ` -- ItS: ( ~' r ::. 1~ ,~ ~, a~- Date ACKNOWLEDGEMENTS STATE OF MISSOi~RI ) ss COUNTY OF f fi~~~ ) ~ .-~~ On this _x. ~ C` day of~` ~'~~~~/~~~:~~= ; 2001 before me, appeared BETTY BURGH, to me personally known, who being 15y me duly sworn, did say that she is the Mayor of the CITY OF RIVERSIDE, a Missouri municipality, and that said instrument was signed in behalf of said municipality by authority of its Board of Aldermen, and said BETTY BURGH acknowledged said instrument to be the free act and deed of said municipality. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my office the day and year last above written. My commission expires: ~; /~ ~ i ~ral~ - ,~..! ~i STATE OF~~', .' ss. COUNTY OF ~ ~- , ) i L r~ [ `-~ otary Public ~ ~ LOUISE F. RUSICK Notary Public -Notary Seal State of Missouri Platte County My Commission Expires Aug. 28, 2005 On this y/ ~~" day of ;'(; ~ ~ ~ ~ 1., 2001, before me, appeared ~,. %; ~ / / ; .•;: , to me personally known, who being by me duly sworn, did say he is ,r:!;' %' of Riverside Associates, LLC, a Missouri limited liability company, and that said instrument was signed in behalf of said limited liability company , by _ authority of its Operating Agreement, and said . ~ ,,. ' acknowledged said instrument to be the free act and deed of said limited liability company. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my office the day and year last above written. My commission expires: ~` '! ~; Notary Public NoioryPuC'r' ^~iQiy$~ ~,~ Stoteof r~'~seun ~~ nnyCo~mni~x: ~r'sa~g,2a.2~f2 :1~~ 11 EXHIBIT A-1 Tract 1 A tract of land located in Fraction Section 9, Township 50 North, Range 33 West, all in the City of Riverside, Platte County, Missouri and being more particularly described as follows: Beginning at the Northwest corner of RIVERSIDE MOTEL SUPER 8, a subdivision of land recorded in Platbook 18, at Page 30; thence South 17°23'43" West along the Westerly line of said RIVERSIDE MOTEL SUPER 8, a distance of 37.95 feet; thence South 87°03'52" West, a distance of 285.34 feet to a point on the Easterly line of the Williams Brothers Pipe Line Company Easement; thence North 19°36'58"East along said Easterly easement line, a distance of 546.29 feet; thence North 21°25'58" East along said Easterly easement line, a distance of 142.51 feet; thence North 66°47'11" East, a distance of 61.66 feet; thence South 02°56'08" East, a distance of 02°36'08" East, a distance of 545.18 feet; thence South 17°23'43" East, a distance of 79.86 feet to the Point of Beginning. The above described tract contains 2.79 acres, more or less and is subject to all easements, restrictions and covenants, recorded or unrecorded, if any. AND, Tract 2 A tract of land located in Fraction Section 9, Township 50 North, Range 33 West, all in the City of Riverside, Platte County, Missouri and being more particularly described as follows: Beginning at the point of intersection of the Southerly Right of Way line of the Burlington Northern and Santa Fe Railroad Company and the Easterly easement line of William Brothers Pipe Line Company; thence South 69°34'38" East along said Southerly right of way line, a distance of 382.89 feet; thence South 66°47' 11" West, a distance of 537.66 feet to a point on the Easterly line of a 50 foot Williams Brothers Pipe Line Company Easement; thence North 21°26'58" East along said Easterly easement line, a distance of 371.06 feet to the Point of Beginning. The above described easement contains, 1.63 acres more or less and subject to all easements, restrictions and covenants, recorded or unrecorded, if any. EXCEPT: All that part of the West half of the West half of fractional Section 9, Township 50 North, Range 33 West, in the City Riverside, Platte County, Missouri, being more particularly described as follows: 12 Commencing at the Northwest corner of said fractional Section 9, thence South 89° 10' 38" East, along the North line of the Northwest Quarter of said fractional Section 9, a distance of 303.44 feet to a point on the Southerly right-of--way line of the Burlington Northern Santa Fe Railroad, previously known as Chicago, Burlington, and Quincy Railroad; thence South 69° 02' 37" East, along the Southerly right-of--way line of the Burlington Northern Santa Fe Railroad, a distance of 796.75 feet to the True Point of Beginning; thence continuing South 69° 02' 37" East, going along the Southerly right- of-way line of the Burlington Northern Santa Fe Railroad, a distance of 88.89 feet; thence South 67° 18' 47" West a distance of 97.21 feet; thence North OS° 30' 22" feet East a distance of 69.61 feet to the True Point of Beginning. Containing 2,981.82 square feet or 0.0685 acres, more or less. The bearings used in this description are based upon the West line of said fractional Section 9 being South 00° 30' 00" West and the North line of the Northwest Quarter of said fractional Section 9 being South 89° 10' 38" East. 13 EXHIBIT A-2 A tract of land located in Fractional Section 9, Township 50 North of the Baseline, Range 33 West of the Fifth Principal Meridian, Riverside, Platte County, Missouri, and being more particularly described as follows: Commencing at the Northeast corner of the Northwest Fractional one-quarter of said Section 9; Thence North 89 degrees 43'20" West along the North line of said Northwest Fraction one- quarter, adistance of 1293.00 feet to the Northeast corner of the West one-half of the West one-half of said Section 9; Thence South 00 degrees 18'20" East, a distance of 364.18 feet to the Point of Beginning of the tract of land herein described continuing South 00 degrees 18'20" East (South 00 degrees 02'00" East by deed), a distance of 958.57 feet (968.38 feet by deed) to a point on the apparent Northerly right of way line of Argosy Parkway and now established South 71 degrees 48'24" West (South 71 degrees 48'27" West by deed), a distance of 418.47 feet to the Southeast corner of RIVERSIDE MOTEL SUPER 8 as platted in Plat book 18 at Page 30 in the office of the Recorder of Deeds for said Platte County, Missouri; Thence North 18 degrees 13'35" West (North 18 degrees 11'33" West by plat) along the Easterly line of said RIVERSIDE MOTEL SUPER 8, a distance of 386.90 feet (386.84 feet by plat); Thence South 71 degrees 44'23" West (South 71 degrees 48'27" West by plat), along the Northerly line of said RIVERSIDE MOTEL SUPER 8, a distance of 85.44 feet (85.45 feet by plat); thence South 17 degrees 23'43" West (South 17 degrees 15'29" West plat) along the Westerly line of said RIVERSIDE MOTEL SUPER 8, a distance of 37.95 feet; thence South 87 degrees 03'52" West, a distance of 285.34 feet to a point on the Easterly line of a 50 foot Williams Brothers Pipe Line Company easement; thence North 19 degrees 36'58" East along said Easterly easement line, a distance of 546.29 feet; thence North 21 degrees 25'58" East along said Easterly easement line, a distance of 513.56 feet to a point on the Southerly right of way line of the Burlington Northern and Santa Fe Railroad Company; thence South 69 degrees 34'55" East along said Southerly right of way line, a distance of 658.32 feet to the Point of Beginning. The above described tract contains 21.65 acres, more or less and is subject to all easements, restrictions and covenants, recorded or unrecorded, if any. EXCEPT that land described as Tract 1 and Tract 2 on Exhibit A-1. 14 EXHIBIT B Legal Description of Easements: Permanent Flood Protection Levee Easement: All that part of the West half of the West half of fractional Sectional 9, Township 50 North, Range 33 West, in the City of Riverside, Platte County, Missouri, being more particularly described as follows: Commencing at the Northwest corner of said fractional Section 9; thence South 89° 10' 38" East, along the North line of the Northwest Quarter of said fractional Section 9, a distance of 303.44 feet to a point on the Southerly right-of--way line of the Burlington Northern Santa Fe Railroad, previously known as Chicago, Burlington, and Quincy Railroad, thence South 69° 02' 37" East, along the Southerly right-of- way line of the Burlington Northern Santa Fe Railroad, a distance of 597.30 feet to the Point of Beginning; thence South 20° 36' 47" West a distance of 3.77 feet; thence South 37° 32' 45" East a distance of 203.05 feet; thence North 67° 18' 47" East a distance of 61.97 feet; thence North OS° 30' 22" East a distance of 69.61 feet to a point on the Southerly right-of--way line of the Burlington Northern Santa Fe Railroad; thence North 6902' 37" West, along the Southerly right-of--way line of the Burlington Northern Santa Fe Railroad, a distance of 199.45 feet to the Point of Beginning. Containing 13,181.95 square feet or 0.3026 acres, more or less. The bearings used in this description are based upon the West line of said fractional Section 9 being South 00° 30' 00" West and the North line of the Northwest Quarter of said fractional Section 9 being South 89° 10' 38" East. 15 EXHIBIT C (see attached) 16 WARRANTY DE>JD THIS DEED dated this 10th day of October, 2001, by and between the CITY OF RIVERSIDE, MISSOURI, afourth-class Missouri city with an address of Riverside City 14a11, 2950 NW Vivion Road, Riverside, Missouri, 64150 ("Grantor"), and RIVERSIDF. ASSOCIATES, LLC, a Missouri limited liability company with an address of 104 Armour Road, North Kansas City, Missouri 64116 ("Grantee"). WITNESSETH: NOW, THEREFORE, In consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor does by these presents, SELL AND CONVEY unto Grantee, and unto Grantee's heirs, successors and assigns, all of the following described real estate and interests (hereinafter the "Property"), in the County of Platte, State of Missouri, to-wit: Tract 1 A tract of land located in Fraction Section 9, Township 50 North, Range 33 West, all in the City of Riverside, Platte County, Missouri and being more particularly described as follows: Beginning at the Northwest corner of RIVERSIDE MOTEL SUPER 8, a subdivision of land recorded in Platbook 18, at Page 30; thence South 17°23'43" West along the Westerly line of said RIVERSIDE MOTEL SUPER 8, a distance of 37.95 feet; thence South 87°03'52" West, a distance of 285.34 feet to a point on the Easterly line of the Williams Brothers Pipe Line Company Easement; thence North 19°36'58"East along said Easterly easement line, a distance of 546.29 feet; thence North 21°25'58" East along said Easterly easement line, a distance of 142.51 feet; thence North 66°47' 11" East, a distance of 61.66 feet; thence South 02°56'08" East, a distance of 02°36'08" East, a distance of 545.18 feet; thence South 17°23'43" East, a distance of 79.86 feet to the Point of Beginning. The above described tract contains 2.79 acres, more or less and is subject to all casements, restrictions and covenants, recorded or unrecorded, if any. AND, Tract 2 A tract of land located in Fraction Section 9, Township 50 North, Range 33 West, all in the City of Riverside, Platte County, Missouri and being more particularly described as follows: Beginning at the point of intersection of the Southerly Right of Way line of the Burlington Northern and Santa Fe Railroad Company and the Easterly easement line of William Brothers Pipe Line Company; thence South 69°34'38" East along said Southerly right of way line, a distance of 382.89 feet: thence South 66°47'11" West. a distance of 537.66 feet to a point on the Easterly line of a 50 foot Williams Brothers Pipe Line Company Easement; thence North 21°26'8'' East along said Easterly easement line, a distance of 371.06 feet to the Point of Beginning. The above described easement contains, 1.63 acres more or less and subject to all easements, restrictions and covenants, recorded or unrecorded, if any. EXCEPT: All that part of the West half of the West half of fractional Section 9, Township 50 North, Range 33 West, in the City Riverside, Platte County, Missouri, being more particularly described as follows: Commencing at the Northwest corner of said fractional Section 9, thence South 89° 10' 38" East, along the North line of the Northwest Quarter of said fractional Section 9, a distance of 303.44 feet to a point on the Southerly right-of--way line of the Burlington Northern Santa Pc Railroad, previously known as Chicago, Burlington, and Quincy Railroad; thence South 69° 02' 37" East, along the Southerly right-of- way line of the Burlington Northern Santa Fe Railroad, a distance of 796.75 feet to the "True Point of Beginning; thence continuing South 69° 02' 37" East, going along the Southerly right-of-way line of the Burlington Northern Santa Fe Railroad, a distance of 88.89 feet; thence South 67° 18' 47" West a distance of 97.21 feet; thence North OS° 30' 22" feet East a distance of 69.61 feet to the True Point of Beginning. Containing 2,981.82 square feet or 0.0685 acres, more or less. The bearings used in this description are based upon the West line of said fractional Section 9 being South 00° 30' 00" West and the North line of the Northwest Quarter of said fractional Section 9 being South 89° 10' 38" East. SUBJECT TO all existing easements, restrictions, reservations and conditions of record and to all existing roads and power lines, whether of record or not, and specifically including, but not limited to, the following permanent flood protection levee easement to be granted by Grantor to the Riverside-Quindaro Bend Levee District of Platte County, Missouri: All that part of Tract 2 described as all that part of the West half of the West half of fractional Sectional 9, Township 50 North, Range 33 West, in the City of Riverside, Platte County, Missouri, being more particularly described as follows: Commencing at the Northwest corner of said fractional Section 9; thence South 89° 10' 38" East, along the North line of the Northwest Quarter of said fractional Section 9, a distance of 303.44 feet to a point on the Southerly right-of--way line of the Burlington Northern Santa Fe Railroad, previously known as Chicago, Burlington, and Quincy Railroad, thence South 69° 02' 37" East, along the Southerly right-of- way line of the Burlington Northern Santa Fe Railroad, a distance of 597.30 feet to the Point of Beginning; thence South 20° 36' 47" West a distance of 3.77 feet; thence South 37° 32' 45" East a distance of 203.05 feet; thence North 67° 18' 47" East a distance of 61.97 feet; thence North OS° 30' 22" East a distance of 69.61 feet to a point on the Southerly right-of--way line of the Burlington Northern Santa Pe 1:5CLIBNPS\61492\00046\K0243935.DOC 2 Railroad: thence North 6902 37" West. along the Southerly right-of-way line of the Burlington Northern Santa Fe Railroad, a distance of 199.45 feet to the Point of Beginning. Containing 13,181.95 square feet or 0.3026 acres, more or less. The bearings used in this description are based upon the West line of said fractional Section 9 being South 00° 30' 00" West and the North line of the Northwest Quarter of said fractional Section 9 being South 89° ] 0' 38" East. It is further understood and agreed that the Grantor does hereby reserve the following rights, and that the Grantee does hereby submit to and agree to assume the following obligations and liabilities, to-wit: Retention Pond. Grantee shall, within three (3) months of the date first written above, begin construction of a retention pond and its related facilities and improvements (the "Retention Pond"). and shall continue such construction without um~easonable delay through to completion. The design and construction of the revised Retention Pond shall be approved by the Grantor's City Engineer, and shall provide capacity sufficient for an approximately 3 acre hard surface parking lot to be constructed by Argosy Casino south of the Retention Pond. "fhe parking lot shall be constructed either (i) in substantial conformity with the plan attached as Exhibit D to the Real Estate Purchase Agreement Covenants and Restrictions executed by Grantor and Grantee, or (ii) in conformity with alternate plans submitted to and approved by Grantee prior to construction, such approval not to be unreasonably withheld, conditioned or delayed by Grantee. The Grantor will pay construction costs of the expanded portion of the Retention Pond on a unit cost basis. Grantee will pay all costs of maintenance of the revised Retention Pond. 1'he Grantor will pay the cost necessary to connect the Argosy Casino parking lot to the Retention Pond. Grantee shall comply in full with all applicable laws and regulations in the construction, maintenance and use of the Retention Pond. 2. Mader Drainage Structure. Grantor intends to construct a drainage structure to serve the Property and those properties generally located in the area south of Missouri State Highway 9, east of Missouri Highway 69 and west of Line Creek (the "Master Drainage Structure"), though Grantor has no obligation whatsoever to construct the Master Drainage System. Should Grantor determine, in its sole discretion, to construct the Master Drainage System, Grantee shall assume certain obligations. Specifically, Grantee agrees: (i) to pay the actual cost of connection of the Retention Pond to the Master Drainage Structure; and (ii) to grant all reasonable easements and provide all reasonable entry and access to the Property, including the Retention Pond, without cost to Grantee as necessary to allow Seller to construct the Master Drainage Structure ;and liCL1ENT5V61492V00046AK0241935.DOC 3 (iii) that it shall not undertake any acti~~ity or refrain from any activity which will cause a delay or be a hindrance to the consU~uction, development and maintenance of the Master Drainage Structure. I'O HAVE AND TO MOLD the premises aforesaid with all and singular, the rights, privileges, appurtenances and immunities thereunto belonging, or in anywise appertaining thereto, unto Grantee and unto Grantee's heirs, successors and assigns forever; Grantor hereby covenants that Grantor will warrant and defend the title to the said premises unto Grantee and unto Grantees°s heirs, successors and assigns for-ever, against the lawful claims and demands of all persons claiming by, through or under Grantor, EXCEP"h as aforesaid and the lien of general and special real estate taxes not delinquent on the date hereof. IN WTTNESS WHEREOF, Grantor has executed this Special Warranty Deed as of the day and year first above written. Grantor: ~.z~y ,8~.~ tic.,/z City of River de, Missouri By: Betty Burch, Mayor ~,, ~~_~~ t ,, ~ ~ \~ ;, On this day of personally appeared the City of Riverside, known to be the same person described acknowledged that she executed the same a: qqLL 3 6 f~~ t ~l' .'~ !~ ~~ ~ ` U~" ~~1 a~ '' ~,i ~,! s' 1~ !' ~ ~ ~~ ~WV r ~(,v~ ^, . IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal on the day and year last above written. My Commission Expires: P.ACLIF.NTSV61492V00046AK0243935.DOC Notary Public 4 STATE OF ) SS. COUNTY OF ) EXHIBIT D (see attached) 17 STATE ~'f"'"~I`;~Oi'RI SS C~ 1 i'i Pt fE nngt ~~~r ~~ ~. c c~ L.:~, h.u; ~J P J• J7 "i_~;Cn`'DE.h !i'1~!;~, J JF~.GL30Z iu;~ cur,. F ~r~,i r cu. a~coat~Ea ~~~.U~~~~~a%~J ~.~~y ~>o * ~ni ~ ,_ _ f, C t L '...~_ ~' J 1 ppi~t p ~//~ ~L.f~ ..+~.f~ ~5,d~ Y .~(~/~+i~1 l1 1Y )~ /Yl~f~/C/~n°f ~i/e~S~fd ,~'r~ ~p y A ~ ~`"~~ ~y~~~ ~,~~, ~ ~ ~~~s~~ 0021634 r B °~~Rot~P ~~ ' it I N C .O i2 F' O 2z A T E 3J P.0. BOY 1751 . B~ION ~. u ~oeti . (us) Leo-7~ao . vuc (zts) ~av-~s9s ARGOSY CASINO BY,, ~,~ I KANSAS clnr REPLACMENT PARKING EXHIBIT 1 Oa/24/2001 10:05 FA% 816 746 8x49 CITY OF RIVERSIDE f~oo2