HomeMy WebLinkAbout2000 - 099 - Sale of Property to the Levee DistrictBILL NO~DD-y'y
ORDINANCE NO. ~~OD ~Jy
AN ORDINANCE APPROVING THE SALE OF PROPERTY TO THE LEVEE
DISTRICT FOR THE L-385 LEVEE PROJECT; AND AUTHORIZING THE
EXECUTION AND DELIVERY OF DOCUMENTS AND ACTIONS RELATING
THERETO.
WHEREAS, the City and the Levee District have been working on the L-385 Levee Project
which will provide flood protection to existing commercial buildings and infrastructure as well as
vacant property within the City;
WHEREAS, flood protection is necessary for the health, safety and welfare of the City;
WHEREAS, the Levee District is required to acquire certain easements, rights of way and
other interest in property owned by the City which the Corps has determined is necessary for the L-
385 Levee Project (the "Property"); a legal description and the conditions of sale are set forth in the
documents attached as Exhibit A ("Documents");
WHEREAS, due to the importance to the public interest of the L-385 Levee Project and the
flood protection which will be provided, the City desires to sell the Property to the Levee District
for Ten Dollars ($10.00);
BE IT ORDAINED BY THE BOARD OF ALDERMEN FOR THE CITY OF RIVERSIDE,
MISSOURI AS FOLLOWS:
SECTION 1. The sale of the Property to the Levee District is approved and the execution
and delivery of the Documents in substantially the forms attached as Exhibit A with such changes
as the Mayor shall agree, the execution of the Documents being conclusive proof of such agreement,
the performance of City obligations under the Documents, and the executions and delivery of all
documents and the performance of all actions related thereto are approved, authorized and directed.
SECTION 2. The Mayor and the City Clerk are authorized and directed to execute such
documents and take such actions as are necessary or desirable to effectuate the intent of this
Ordinance.
SECTION 3. This Ordinance shall be in full force and effect from and after its passage and
approval.
PASSED AND APPROVED THIS 21 stDAY OF November , 2000.
ATTEST•
Cit Clerk
~~ ;
~)~ tZ: ~ ~2~ ~-t<~_ 1,
Mayor ,
BILL NO.~OdIJ -
ORDINANCE NO. ~DDD -9J~'
AN ORDINANCE APPROVING THE SALE OF PROPERTY TO THE LEVEE
DISTRICT FOR THE L-385 LEVEE PROJECT; AND AUTHORIZING THE
EXECUTION AND DELIVERY OF DOCUMENTS AND ACTIONS RELATING
THERETO.
WHEREAS, the City and the Levee District have been working on the L-385 Levee Project
which will provide flood protection to existing commercial buildings and infrastructure as well as
vacant property within the City;
WHEREAS, flood protection is necessary for the health, safety and welfare of the City;
WHEREAS, the Levee District is required to acquire certain easements, rights of way and
other interest in property owned by the City which the Corps has determined is necessary for the L-
385 Levee Project (the "Property"); a legal description and the conditions of sale are set forth in the
documents attached as Exhibit A ("Documents");
WHEREAS, due to the importance to the public interest of the L-385 Levee Project and the
flood protection which will be provided, the City desires to sell the Property to the Levee District
for Ten Dollars ($10.00);
BE IT ORDAINED BY THE BOARD OF ALDERMEN FOR THE CITY OF RIVERSIDE,
MISSOURI AS FOLLOWS:
SECTION 1. The sale of the Property to the Levee District is approved and the execution
and delivery of the Documents in substantially the forms attached as Exhibit A with such changes
as the Mayor shall agree, the execution of the Documents being conclusive proof of such agreement,
the performance of City obligations under the Documents, and the executions and delivery of all
documents and the performance of all actions related thereto are approved, authorized and directed.
SECTION 2. The Mayor and the City Clerk are authorized and directed to execute such
documents and take such actions as are necessary or desirable to effectuate the intent of this
Ordinance.
SECTION 3. This Ordinance shall be in full force and effect from and after its passage and
approval.
PASSED A D APPROVED THIS 21st DAY OF November , 2000.
A E
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y Clerk Mayor
REAL ESTATE AGREFM~'"""
THIS AGREEMENT, made as of the
Levee District of Platte County, Missouri, hal
Suite 1, Platte City, Missouri 64079 ("District",
4443 NW Gateway, Riverside, MO 64150 and ;
REC.
side-Quindaro Bend
8, 303 Marshall Road,
having an address of
64168 ("Seller").
A. The District is a duly and validly created levee district under the laws of Missouri.
B. In the area generally known as the Quindaro Bottoms of Riverside, Missouri (the
"Unprotected Area") there is approximately 1,800 acres of developed and undeveloped land located
on the north bank of the Missouri River along Interstate 635 at Highway 169, which is currently only
protected from Missouri River floods by an agricultural levee which is more than 10 feet below the
100 year flood plain and as recently as 1993, the entire Unprotected Area was flooded resulting in
extensive damage to existing businesses and industry.
C. A levee which is a portion of the proposed L-385 Levee Project will provide
protection to the western portion of the Unprotected Area against a 500-year flood ("Quindaro
Levee) and a levee which is a portion of the proposed L-385 Levee Project will provide protection
to the eastern portion of the Unprotected Area and the City of Riverside's business district from a
500-year flood ("Riverside Levee"). (The Quindaro Levee and the Riverside Levee are collectively
referred to as the "Levee".)
D. The Levee is approved for construction by the United States Army Corps ofEngineers
(the "Corps") as Project L-385 (the "Levee Project").
E. The Levee is necessary for the protection of the existing commercial buildings,
infrastructure and jobs in the Unprotected Area as well as opportunities for substantial development
after completion of the Levee Project.
F. The District has executed a Project Cooperation Agreement ("PCA") with the Corps
in connection with the Levee Project.
G. It is anticipated that the Property (defined below) will be needed for the construction
of the Levee.
H. The total anticipated cost of the Levee Project is projected by the Corps at
$56,280,000.
I. It can only be finally determined that the Levee Project will proceed once bids for the
construction of the Levee Project (collectively, the "Bid") are received.
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J. If a bid that falls below the construction cost cap limit, presently $56,280,000
("Acceptable Bid"), is received by the District and the Corps, the Levee Project will move forward
and the District will move towards closing on property needed for the construction of the Levee.
K. The rights-of--way to be taken for the Levee was appraised at $1,009.00
L. Due to the importance to the public interest of the Levee Project and the flood
protection which will be provided to the City's residents, the City desires to sell the required property
rights-of--way to the Levee District for Ten Dollars ($10.00).
AGREEMENT
Section 1. The Property. For the price and upon and subject to the terms, conditions and
provisions herein, Seller shall sell and convey to the District and the District shall purchase from
Seller, the following right, title and interest of Seller in the property, a legal description of which is
set forth on the attached Exhibit A:
a. Right-of--Way Conveyance for Permanent Right of Way, as further described on the
attached Exhibit B-I;
b. Right-of--Way Conveyance for Flood Protection Levee Easement, as further described
on the attached Exhibit B-II; and
c. Right-of--Way Conveyance for Temporary Work Area Easement, as further described
on the attached Exhibit B-III;
d. Right-of--Way Conveyance for Drainage Easement, as further described on the
attached Exhibit B-IV.
e. Relocation Utility Corridor Easement, as further described on the attached Exhibit B-
V (collectively "Property").
Section 2. Subject Clauses. The District agrees to take title to the Property subject to existing
easements for public roads and highways. The District reserves the right to relocate any other
utilities, railroads or pipelines either within the existing easements, or the utility relocation easement
acquired by District, or within other easements in favor of District. The amount being paid hereunder
shall be for the interests taken in the Property, whether fee, easement, license, etc., but is not intended
to cover any relocation costs.
Section 3 Earnest MoneYand Purchase Price.
a. The purchase price ("Purchase Price") to be paid by the District to Seller is Ten
Dollars ($10.00), payable as follows:
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i. Ten and No/ 100 Dollars ($10.00) (the "Deposit")within five (5) business days
after the execution and delivery of this Agreement by Seller to the District. 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 full 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 District's obligation to purchase
the Property have been satisfied or waived in writing by the District and if the
District should fail to consummate this transaction for any reason other than Seller's
default, failure of a condition to the District's obligation to close, or the exercise by
the District 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, Seller waiving all other rights or remedies in the
event of such default by the District. The Deposit shall promptly be returned to the
District in the event of a Seller default hereunder (but not as the District's sole
remedy in such event) or if the District elects to terminate this Agreement pursuant
to an express right herein granted or failure of a condition.
b. The parties stipulate that this Agreement may be submitted to the Commissioners and
that as long as the Agreement is in effect, neither party will present evidence to the Commissioners
or the Court which is inconsistent with the provisions of this Agreement.
Section 4. Taxes and Assessments. Seller shall pay all taxes, general and special, and all special
assessments, against the Property which have accrued and are a lien on the Property ("Taxes") and
can be paid at the date of closing and the District shall assume all of such taxes and assessments, and
installments of unpaid special assessments (exclusive of rebates and penalties) becoming due and
accruing thereafter, except that such taxes payable during the calendar year in which the deed is
delivered shall be prorated between Seller and the District on the basis of said calendar year, as of
the date of delivery to the District of the deed. If the amount of any such tax or assessment to be
prorated cannot then be ascertained, proration shall be computed on the amount thereof for the
preceding year.
Section 5 Util~ Rental and Maintenance Prorations. Utility charges, if any, shall be
apportioned between Seller and District as of the day next preceding the Closing Date on the basis
of meter readings taken on such date. The term "Utility" shall include, but is not limited to, gas,
water and electrical service.
Section 6. Inspections and Tests by District. At any time and from time to time during the term
ofthis Agreement, the District 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 District, in the District's sole discretion, desires, including without limitation: (i) tests with
respect to the conditions of the soil; (ii) feasibility studies; (iii) verification of information requested
by Corps; (iv) the nature and extent of all restrictions and/or requirements imposed by any federal,
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state, county, or City building departments, highway departments or other governmental agencies,
including without limitation environmental laws, rules, and regulations and all costs ofcomplying with
any of the foregoing; and (vi) physical inspection of the site and approval thereof All such tests,
inspections, investigations, feasibility studies, surveys, etc. shall be done at the District's sole cost and
expense. Such tests, inspections, investigations, feasibility studies, surveys, etc., include, but shall
not be limited to the right to drill test holes, dig test pits, and to obtain core samples. In the event that
the results of these tests, inspections, investigations, feasibility studies or surveys, etc., are not
satisfactory for any reason in the District and the Corps sole and absolute discretion, the District may
terminate this Agreement. Pursuant to Section 7(a)(2), the District may terminate this Agreement
by notifying Seller, in writing, of the unsuitability of the Property on or prior to the Determination
Date.
Section 7. Conditions Precedent to District's Obligation To Close.
a. Notwithstanding anything in this Agreement to the contrary, District's obligation to
complete Closing under this Agreement is contingent upon the following conditions being satisfied
thirty (30) days prior to the solicitation for Bid for the construction of the Levee Project under the
PCA or such other date as the District and the Corps may agree ("Determination Date") unless such
condition is waived, in writing, by the District in its sole and absolute discretion:
(1) Appraisal Contingency. The District receives an appraisal from a certified
appraiser acceptable to the District and the Corps, prepared in accordance with the applicable
rules of just compensation as specified by the Corps, certifying that the value of the Property
is equal to or exceeds the Purchase Price, all as required under the PCA and accepted by the
Corps.
(2) Inspection Results: The District shall have until the Determination Date to
notify Seller in writing of the unsuitability of the Property in which case this Agreement shall
terminate and the Deposit shall be returned to the District.
(3) Title Work: Receipt of the survey of the Property and completion of title
work with respect to the Property, acceptable to the District in its reasonable discretion.
(4) Counsel's Satisfaction: The form and substance of all certificates and
documents to be delivered by Seller shall be reasonably satisfactory in all respects to counsel
for the District.
b. Notwithstanding anything in this Agreement to the contrary, the District'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 District
in its sole and absolute discretion:
(1) Receipt of Acceptable Bid: The receipt by the Corps of an Acceptable Bid
or Bids for the construction of the entire Levee Project.
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(2) 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 settlement 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.
Section 8. Closing Date. The closing shall take place within fifteen (15) days after an Acceptable
Bid is received by the Corps, or such other date as the parties shall agree upon in writing (the
"Closing" or "Closing Date"); provided, however, in no event shall Closing occur later then the day
prior to the award ofthe contract associated with the Acceptable Bid. The reasonable, standard and
ordinary closing and escrow charges of the Title Company shall be paid by the District unless Closing
shall not occur because of the failure of a party to perform hereunder, in which event such
nonperforming party shall pay such charges.
Section 9. Survey and Title Insurance. The District 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 District 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 Conunitment (as defined below in
this paragraph) and inserted into the Right-of--Way Conveyance documents. The District shall cause
to be prepared a commitment for the title policy (the "Title Commitment") to be issued by a title
company authorized to issue title insurance in Missouri (the "Title Company"). Any matters
specifically identified on the Title Commitment to which the District does not object to in a written
statement delivered to Seller on or prior to ten (10) days prior to the Determination Date shall be
deemed to be accepted by the District. Seller shall have until the Determination Date in which to
make any corrections to matters to which the District has objected to in writing by the written
statement. If such matters are not corrected by the Determination Date, the District'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 District does not
so notify Seller, the District 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 District and neither party shall have any further obligation under this
Agreement. District shall bear all expense for both the preparation of the Title Commitment and the
owner's title policy to be issued thereunder.
Section 10. Seller's Warranties and Representations. As a material inducement to cause the
District to enter into this Agreement and deposit the Deposit as provided for by Section 3 above,
Seller represents to the District 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
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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 and will constitute the valid and binding obligations of Seller, fully enforceable
against Seller in accordance with their respective terms.
b. Organization. Seller is (X)' duly organized and existing in good standing under the
laws of Missouri and has the power to own and convey title to its properties and assets and to carry
on its business as now being conducted, and is duly qualified to do business and is in good standing
in every jurisdiction in which the nature of its business makes such qualification necessary; or ( ) '
an individual(s) with the power and authority to own and convey title to property and assets; or (_
)' the trustee(s) of a validly created trust with the power and authority to own and convey title to
property and assets.
c. Title. Seller has good and marketable fee title to the Property. The Property shall
at Closing include without limitation all right, title and interest, if any, of Seller and any affiliate of
Seller in and to any land lying in the bed of any street, road, highway, or avenue, open or proposed,
in front of or adjoining all or any part of the Property and all strips, gores, orrights-of--way, lakebeds,
streams, riparian rights, and easements, in front of or adjoining all or any part of the Property as set
forth on the attached Exhibits B.
d. No Encumbrances. The Property will be free of any and all encumbrances and
liabilities as of the Closing Date.
e. Conflict. Consummation of such transaction will not breach Seller's partnership
agreement, shareholders' agreement, corporate charter, by-laws, etc, or any other agreement or
document to which either Seller or the Property is bound. 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.
f Compliance W ith Laws. All of the Property and the existing uses of the Property,
are in compliance with all applicable laws, ordinances, rules, regulations and requirements of all
governmental authorities having jurisdiction thereof, including, without limitation thereto, those
pertaining to zoning subdivision, building, housing, safety, fire and health.
g. Relocation Benefits. Seller has been advised of relocation benefits under Public Law
91-646 and hereby waives all such rights.
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h. Withholding Obligation. Seller's sale of the Property is not subject to any federal,
state or local withholding obligation of the District under the tax laws applicable to Seller or the
Property.
i. 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.
Section 11. Escrow Agreement. Seller shall execute and deliver to the District, within five (5)
business days of its execution of this Agreement, the Escrow Agreement, in substantially the form
attached as Exhibit C. 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.
Section 12. Closing Documents.
a. On or prior to the Determination Date, Seller shall deliver to the Title Company the
following:
(i) Seller's Right-of--Way Conveyance documents; and
(ii) Seller's assignment of all security and other deposits and all rents and other
income due or attributable to the period oftime after the Closing Date relating
to the Property or any person(s) occupying the Property; and
(iii) Seller's notice to its tenants terminating all leases and any and all other
occupancy rights which notice shall be provided by Seller to its tenants at
least ten (10) days prior to the Closing Date; and
(iv) Any and all necessary corporate or other organizational documents approving
and authorizing the transactions contemplated herein, evidence of existence,
organization, and authority ofSeller and the authority ofthe person executing
documents on behalf of Seller, all reasonably satisfactory to the District and
the Title Company; and
(v) An affidavit in customary form, if required by the Title Company, for the
deletion of the general printed exceptions for mechanic's liens and parties in
possession; and
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(vi) The latest paid real estate and personal property tax bills or receipts
evidencing payment thereof; and
(vii) A Foreign Investment in Real Property Tax Act certificate executed by Seller
(if Seller fails to provide the necessary affidavit and/or documentation of
exemption on the Closing Date, the District may proceed with withholding
provisions as provided by law); and
(viii) Any other documents reasonably necessary to consummate the transaction as
contemplated herein, including any required by the Title Company.
b. On or prior to the Determination Date, the District shall (i) provide evidence
satisfactory to the Corps that the funds necessary to pay the Purchase Price have been deposited into
an escrow account and such funds shall be transferred to the Title Company upon the receipt of an
Acceptable Bid; and (ii) deliver to the Title Company any documents that the Title Company may
reasonably require for the proper consummation of the transaction contemplated by this Agreement.
Section 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.
Section 14. Delivery of Possession. Seller represents that the Property ~)2 has no tenants or
other persons in possession; or (~2 has the following tenants or other persons in possession:
. Seller will, prior to closing, remove its property and quit the premises. Seller
covenants that Seller will ensure that all tenants and other persons in possession shall remove their
property and quit the premises by that certain date selected by the District which date may be the
Closing Date or any date thereafter as long as the District provides Seller with at least fifteen (15)
days prior written notice of such date.
Section 15. Default. In the event of a default by the District, which default is not cured within
thirty (30) days of written notice thereof from Seller to the District or such longer period as shall be
reasonably required to cure such default (provided that the District has commenced such cure within
said 30-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 (as its sole remedy). The parties have
agreed that Seller's actual damages, in the event of such a default by the District, 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
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estimate of Seller's damages 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
a default hereunder by the District. In the event of a default by Seller, which default is not cured
within ten (10) days of notice thereof from the District, then the District may, at its option, declare
a default and pursue any and all remedies available to the District at law or in equity including but
not limited to specific performance.
Section 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 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.
Section 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: City of Riverside & City of Riverside
4443 NW Gateway P. O. Box 9135
Riverside, MO 64150 Riverside, MO 64168
with a copy to: Stephen A. Crystal, Esq.
Armstrong Teasdale LLP
2345 Grand, Suite 2000
Kansas City, Missouri 64108
Phone: 816-221-3420
Fax: 816-221-0786
To the District: Bob Gieseke, Chairman
Riverside-Quindaro Levee District
5406 Northwood Road
Kansas City, Missouri 64151
with a copy to: R. Michael McGinness, Esq.
McGinness & Shaw
P. O. Box 168
303 Marshall Road, Suite 1
Platte City, Missouri 64079
Phone: 816-858-2630
Fax: 816-431-5086
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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.
Section 18. Time of Essence. Time is of the essence of this transaction.
Section 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 District 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 District.
Section 20. Survival. All obligations of Seller which by their nature involve performance in any
particular after the Closing Date, or which cannot be ascertained to have been fully performed until
after the Closing Date, shall survive the Closing Date.
Section 21. Successors. This Agreement shall inure to the benefit of and bind the parties and their
respective successors and assigns.
Section 22. Headines. 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.
Section 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.
Section 24. Governing Law. This Agreement shall be governed by the laws of Missouri without
regard to its conflict of laws statute.
Section 25. Counterparts. This Agreement maybe 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.
::ODMA\ W ORI.DOX V:\CLiENT S\61492\00001 \K0109370. FRM
1 ~- November 16, 2000 (9:27AM)
Section 26. Entire Agreement. This Agreement contains the entire agreement between Seller and
the District, and there are no other terms, conditions, promises, undertakings, statements or
representations, express or implied, concerning the sale contemplated hereunder.
Section 27. 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 District within 10 days of the
District's execution of this Agreement, unless such date is extended by the District in writing.
[The remainder of this page is left intentionally blank.]
::ODMA\ W ORLDOX V :\CL.IENTS\61492\00001\K0109370.HRM
-1 1- November 16, 2000 (9:27AM)
NOW, THEREFORE, the parties execute this Agreement the date set forth below next to
each parties respective signature.
Date:
ATTEST:
Secretary
Date:
ATTEST:
Name: Louise Rusick
Title: City Clerk
DISTRICT
RIVERSIDE-QUINDARO BEND LEVEE
DISTRICT OF PLATTE COUNTY, MISSOURI
By:
SELLER
CITY OF RIVERSIDE
Bv:
Name: Betty Burch
Title: Mayor
::ODMA\ W ORI..DOXV:\CL.IENTS\61492\00001\K0109370.FRM
- I2- November 16, 2000 (9:27AM)
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EXHIBIT B-I
LEGAL
RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF
PLATTE COUNTY, MISSOURI
Tracts # 60, 61 and 66
PERMANENT RIGHT OF WAY
RIGHT-OF-WAY CONVEYANCE
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Grantor(s), in
consideration of the sum of Ten and No/100 Dollars ($10.00) and other valuable consideration, the
receipt of which is hereby acknowledged, hereby grants, bargains, sells and conveys to RIVERolitical
QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI, a p
subdivision, its successors and assigns, hereinafter referred to as DISTRICT, the right, privilege and
perpetual right of way in fee as described below, on, under and over the right ofway described below,
now or at any future time, which said lands of Grantor(s) situate in the County of Platte in the State
of Missouri, and the right of way across Grantor(s') said lands is specifically described as follows:
A perpetual right-of--way in fee, on, over and across the land described in Schedule
A (Tracts No. 60, 61 and 66); together with a right to remove or relocate any utility,
railroad or pipelines either within existing utility, railroad or pipeline easements, or
within the utility relocation easement acquired by the District, or within other
easements in favor of District.
Subject, however, to existing easements for public roads and highways.
This right ofway conveyance shall run with the land and shall be binding upon the Grantor(s)
and its heirs, administrators, executors, successors and assigns.
Grantor(s) hereby covenants that it is/are the owner of the above-described land, subject to
existing liens and right-of--way easements of record. _
IN TESTIMONY WHEREOF, GRANTOR(S) have/has hereunto set its hand(s) and seal(s)
this day of , 2000.
CITY OF RIVERSIDE
By: ~ < T ~~ ~r t <' fi
ATTEST:
Name: Betty urch
Title: Mayor
Name: Louise Rusick
Title: City Clerk
:ODMA\WORLDOXV :\CI-LENTS\61492\00001\K0109370.FRM
November 16, 2000 (9:29AIv1)
STATE OF MISSOURI
ss.
COUNTY OF ~
On this day of , 2000, before me, appeared BETTY BURCH, to me
personally known, who being by 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 ,and said BETTY BURCH
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.
Notary Public
My commission expires:
::ODMA\WORT.DOXV:\CLIENTS\N1~4q~Z\ber16, 2000 (9:29AM)
Schedule A
Permanent Easement
Ownership Tract 60
All that part of the West half of Section 9, Township SO North, Range 33 West, in the City of Riverside, Platte County, Missouri,
being a part of Tract "H" and Lots 38 and 39, of RED X PLAZA, a subdivision of land in the City of Riverside, Platte County,
Missouri, described as follows:
Commencing at the Northwest corner of [he Northeast quarter of the Northwest quarter of said Section 9, said point also being the
Northwest corner of Tract "A", of said RED X PLAZA: thence South 00° 14' 22" West, along the West line of the East half of the
West half of said Section 9, also being the West line of said RED X PLAZA, a measured distance of 310.71 feet (311.21 feet by
plat) [o the Northwest comer of said Tract "H", said point also being on the Southerly right-of--way line of the Burlington Northern
Santa Fe Railroad, previously known as Chicago, Burlington and Quincy Rairoad, and also being the True Point of Beginnmg;
thence continuing South 00° 14' 22" West, along the West lines of said Tract "H", Lot 38, and Lot 39, RED X PLAZA, a distance
of 952.82 feet to a point on a line that is 30.00 feet North of and pazallel to the South line of said Lot 39; thence South 89° 2T 22"
East, along a line that is 30.00 feet North of and pazallel to the South line of said Lot 39, a distance of 79.83 feet; [hence North 03°
41' SS" Eas[ a distance of 383.51 feet; thence North l7° OS' 10" Eas[, on a line [hat passes through the North line of said Lot 39 and
into said Lot 38, a distance of 44.94 fee[; [hence North 08° 28' 08" West a distance of 47.86 feet; thence North 04° S4' 21" East a
distance of 335.94 feet; thence South 84° 29' 40" East a distance of 82.72 feet; thence North l7° O I' l 1" East, on a line that passes
through the North line of said Lot 38 and into said Tract "H", a distance of 65.88 feet to a point on the North line of said Tract "H",
said line also being [he Southerly right-of--way line of [he Burlington Northern Santa Fe Railroad; thence North 69° 02' 37" West,
along the North line of said Tract "H", a distance of 253.88 fee[ [o the True Point of Beginning. Containing 109,677.24 square feet
or 2.S 178 acres, more or less. Subject to 83,387.58 square feet or 1.9143 acres, more or less, of which lies within the East 90.00
feet of an existing 145.00 foot righ[of--way per Trustees Deed as described in Document Number 29531, in Book 351, Page 35,
at the Platte County, Missouri, Recorder of Deeds Office, of which 49,305.78 squaze feet or (.1319 acres, more or less, of that land
described in said Trustees Deed also overlaps an easement [o the Quindazo Bend Levee District as shown on [he plat of RED X
PI.AZ.A and an additional L,75S.62 square feet or 0.0403 acres, more or less, of the easement to the Quindaro Bend Levee District
as shown on the plat of RED X PLAZA of which is outside of the land described in said Trustees Deed but within the limits of that
tract of land described above.
The bearings used in this description aze based upon the Wes[ line of said RED X PLAZA, being South 00° 14' 22" West
Schedule A
Permanent Easement
Ownership Tract 61
All that part of the West half of Section 9, Township 50 North, Range 33 West, in the City of Riverside, Platte County, Missouri,
being a part of the South 30.00 feet of Lot 39, of RED X PLAZA, a subdivision of land in the City of Riverside, Platte County,
Missouri, described as follows:
Commencing at the Northwest comer of the Northeast quarter of the Northwest quarter of said Section 9, said point also being the
Northwest corner of Tract "A", of said RED X PLAZA; thence South 00° 14' 22" West, along the West line of the East half of the
West half of said Section 9, also being the West line of said RED X PLAZA, a distance of 1,263.53 fee[ to a point on a line that
is 30.00 feet North of and parallel to the South line of said Lot 39, said paint also being the True Point of Beginning; [hence
continuing South 00° l4' 22" West, along the West line of said RED X PLAZA, a distance of 30.00 feet to the Southwest comer
of said Lot 39; thence South 89° 2T 22" East, along the South line of said Lot 39, a distance of 78.02 feet; thence North 03° 41' S5"
East a distance of 30.05 feet to a point on a line that is 30.00 fee[ North of and pazallel to the South line of said Lot 39; thence North
89° 2T 22" West, along a line that is 30.00 fee[ North of and pazallel to the South line of said Lot 39, a distance of 79.83 fee[ to
the True Point of Beginning. Containing 2,367.71 square feet or 0.0544 acres, more or less. All of which lies within the East 90.00
feet of an e;cisting 145.00 foot right-of--way per Trustees Deed as described in Document Number 29531, in Book 351, Page 35,
at the Platte County, Missouri, Recorder of Deeds Office. 1,500.02 square feet or 0.0344 acres, more or less, of that land described
above also overlaps an easement to the Quindazo Bend Levee District as shown on the plat of RED X PLAZA.
The bearings used in this description are based upon the West line of said RED X PLAZA, being South 00° 14' 22" West.
Schedule A
Permanent Easement
Ownership Tract 66
All that part of the West half of Section 9, Township 50 North, Range 33 West, in the City of Riverside, Platte County, Missouri,
being a part ofLots 42 and 43, of RED X PLAZA, a subdivision of land in the City ofRiverside, Platte County, Missouri, described
as follows:
Commencing at the Northwest comer of the Northeast quarter of the Northwest quarter of said Section 9, said point also being the
Northwest corner of Tract "A", of said RED X PLAZA; thence South 00° l4' 22" West, along the Wes[ line of the East half of the
West half of said Section 9, also being the West line of said RED X PLAZA, a distance of 1,293.53 feet to the Northwest comer
of said Lot 42, said point also being the True Point of Beginning; [hence continuing South 00° 14' 22" West, along the West lines
of Lots 42 and 43 of said RED X PLAZA, a distance of 496.84 feet; thence North 04° 31' 24" East, on a line [hat passes through
the North line of said Lot 43 and into said Lot 42, a distance of 308.27 feet; thence North I 1 ° 29' 20" East a distance of 48.25 feet;
thence North 27° 30' 36" East a distance of 53.39 fee[; thence North 17° 37' 00" East a distance of 63.98 feet; thence North 03°
4l' Si" East a distance of 33.25 feet to a point on the North line of said Lot 42; thence Norih 89° 27' 22" West, along the North
line of said Lot 42, a distance of 78.02 feet to the True Point of Beginning. Containing 13,601.23 square feet or 0.3122 acres mare
or less. All of which lies within the East 90.00 feet of an e;cisting 145.00 foot right-of-way per Trustees Deed as described in
Document Number 29531, in Book 3S l; Page 3S, at the Platte County, Missouri, Recorder of Deeds Office. 11,651.71 square feet
or 0.2.575 acres, more or less, of that land described above also overlaps an easement to the Quindaro Bend Levee District as shown
on the plat of RED X PLAZA.
The bearings used in this description are based upon the West line of said RED X PLAZA, being South 00° 14' 22" West.
EXHIBIT B-II
NOT APPLICABLE
EXHIBIT B-III
RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF
PLATTE COUNTY, MISSOURI
Tracts # 60, 61 and 66
TEMPORARY WORK AREA EASEMENT
RIGHT-OF-WAY CONVEYANCE
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Grantor(s), in
consideration of the sum of Ten and No/100 Dollars ($10.00) and other valuable consideration, the
receipt of which is hereby acknowledged, hereby grants, bargains, sells and conveys to RIVERSIDE-
QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, NIISSOURI, apolitical
subdivision, its lessees, licensees, successors and assigns, hereinafter referred to as DISTRICT, the
right, privilege and easement as described below, to survey, construct, operate, patrol, inspect,
maintain, alter, repair, rebuild, and remove, on, under and over the easement described below, now
or at any future time, for flood protection levee improvements, and all appurtenances and appliances
necessary in connection therewith, "Levee Improvements", and relocation of any utility
improvements, which said lands of Grantor(s) situate in the County ofPlatte in the State of Missouri,
and the easement across Grantor(s') said lands is specifically described as follows:
A temporary easement and right-of--way in, on, over and across the land described in
Schedule A (Tract Nos. 60, 61 and 66), for a period not to exceed three (3) years,
beginning on the date of notification by or on behalf of the DISTRICT, that work will
commence in the easement area, for use by the DISTRICT, its representatives, agents,
and contractors as a work area, including the right to move, store and remove
equipment and supplies, and erect and remove temporary structures on the land and
to perform any other work necessary and incident to the construction of the Levee
Improvement, together with the right to trim, cut, fell and remove therefrom all trees,
underbrush, obstructions, and any other vegetation, structures, or obstacles within the
limits of the right-of--way; together with a right to remove or relocate any utility,
railroad or pipelines either within existing utility, railroad or pipeline easements, or
within the utility relocation easement acquired by the District, or within other
easements in favor of the District; reserving, however, to the Grantor(s), their heirs
and assigns, all such rights and privileges as maybe used without interfering with or
abridging the rights and easement hereby acquired;
Subject, however, to existing easements for public roads and highways.
It being the intention of the parties hereto that this temporary easement shall automatically
expire upon completion of the present project, and the Grantor(s) is/are hereby granting the uses
herein specified without divesting the Grantor(s), and heirs or assigns, of the right to use and enjoy
the above-described premises; PROVIDED, HOWEVER, such use shall not, in the judgment of said
DISTRICT, interfere with or endanger the construction, operation or maintenance of said Levee
Improvements, and provided further that no building shall be constructed on the easement without
written permission from DISTRICT during the term of this Temporary Easement.
:ODMA\ W ORLDO X V :\CLIENTS\61492\00001 \K0109370. FRM
November 16, 2000 (9:29AM)
The DISTRICT, its successors and assigns, agree to pay for any damage caused to land,
growing crops, fences, livestock or other personal property of Grantor(s) from the construction,
operation or maintenance of said Levee Improvements.
Title to said Levee Improvements shall be and remain in said DISTRICT.
This easement conveyance shall run with the land and shall be binding upon the Grantor(s)
and its heirs, administrators, executors, successors and assigns.
Grantor(s) hereby covenants that it is/are the owners of the above-described land, subject to
existing liens and right-of--way easements of record.
IN TESTIMONY WIIEREOF, City ofRiversidehas/have hereunto set its hand(s) and seal(s)
this day of , 2000.
CITY OF RIVERSIDE
ATTEST:
Bv:
Name: Louise Rusick
Title: City Clerk
STATE OF MISSOURI
COUNTY OF
Name: Betty Burch
Title: Mayor
ss.
On this day of , 2000, before me, appeared BETTY BURGH, to me
personally known, who being by me duly sworn, did say that she is the Mayor of CITY OF
RIVERSIDE, a Missouri municipality, and that said instrument was signed in behalf of said
municipality by authority of its Board of and said BETTY BURGH
acknowledged said instrument to be the free act and deed of said municipality.
IN WITNESS WI-IEREOF, I have hereunto set my hand and affixed my notarial seal at my
office the day and year last above written.
Notary Public
My commission expires:
::O DMA\ W ORLDOX V :\CLIENT S \61492\00001 VC0109370. FRM
-2- November 16, 2000 (9:29AM)
Schedule A
Temporary Easement
~vrziership Tract 60
Al] [hat part of the West half of Section 9, Township 50 North, Range 33 Wes[, in the Ci[y of Riverside, Platte County, Missouri,
being a part of Tract "H" and Lots 38 and 39, of RED X PLAZA, a subdivision of land in the City of Riverside, Platte County,
Missouri, described as follows:
Commencing a[ the Northwest comer of the Northeast quarter of [he Northwest quarter of said Section 9, said point also being the
Northwest corner of Tract "A", of said RED X PLAZA; thence South 00° 14' 22" West, along the West line of the East half of the
West half of said Section 9, also being the West line of said RED X PLAZA, a measured distance of 310.71 feet (3l 1.21 feet by
plat) to the Northwest comer of said Tract "H", said point also being 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 North
line of said Tract "H", also being the Southerly rieh[-of--way line of the Burlington Northern Santa Fe Railroad, a distance of 253.88
feet to the True Point of Beginning; thence continuing South 69° 02' 37" East, along the North line of said Tract "H", a distance
of 20.05 feet; thence South l7° Ol' l I" West, on a line that passes tluough the South line of said Tract "H" and into Lot 38, a
distance of 80.84 fee[; [hence North 84° 29' 39" West a distance of 78.84 feet; [hence South 04° 54' 21" West a distance of 313.39
feet; thence South 08° 28' 08" East a distance of 50.05 feet; thence South 17° OS' 13" West, on a line that passes through the South
line of said Lo[ 38 and into Lot 39 a distance of 47.13 feet; thence South 03° 4 I' S 5" West a distance of 380.06 feet to a point on
a line that is 30.00 feet North of and parallel to the South line of said Lo[ 39; thence North 89° 2T 22" Wes[, along a line that is
30.00 fee[ Notch of and parallel to the South line of said Lot 39, a distance of 20.03 fee[; thence North 03° 41' S5" East a distance
of 383.5 l feet; thence North 17° OS l0" East, on a line that passes through the North line of said Lot 39 and into said Lo[ 38, a
distance of 44.94 fee[; thence North 08° 28' 08" West a distance of 47.86 feet; thence North 04° 54' 21" East a distance of 335.94
feet; thence South 84° 29' 40" East a distance of 82.72 feet; thence North 17° O I' l l" East, on a line [hat passes through the North
line of said Lo[ 38 and into said Tract "H", a distance of 65.88 feet to the True Point of Beginning. Containing 19, l l 1.44 square
feet or 0.4387 acres, more or less. Subject to 856.04 square feet or 0.0196 acres, more or less, of which lies within the East 90.00
feet of an existing 145.00 foot right-of--way per Trustees Deed as described in Document Number 29531, in Book 351, Page 35,
at the Platte County, Missouri, Recorder of Deeds Office, and an additional 1,623.65 square feet or 0.0372 acres, more or less, of
which lies within an easement to the Quindaro Bend Levee District as shown on the plat of RED X PLAZA of which is outside of
the land described in said Trustees Deed but within the limits of that tract of land described above.
The bearings used in [his description are based upon the West line of said RED X PLAZA, being South 00° l4' 22" West.
Schedule A
Temporary Easement
Ownership Tract 61
All that part of the West half of Section 9, Township SO North, Range 33 West, in the City of Riverside, Platte County, Missouri,
being a part of the South 30.00 fee[ of Lot 39, of RED X PLAZA, a subdivision of land in [he City of Riverside, Platte County,
Missouri, described as follows:
Commencing at the Northwest corner of the Northeast quarter of the Northwest quarter of said Section 9, said point also being the
Northwest corner of Tract "A", of said RED X PLAZA; thence South 00° 14' 22" West, along [he Wes[ line of the East half of the
West half of said Section 9, also being the West line of said RED X PLAZA, a distance of !,263.53 fee[ [o a point on a line that
is 30.00 feet North of and parallel to the South line of said Lot 39; thence South 89° 2T 22" East, along a line that is 30.00 feet
North of and parallel [o the South line of said Lo[ 39, a distance of 79.83 feet to the True Point of Beginning; thence continuing
South 89° 2T 22" East, along a line that is 30.00 feet North of and parallel to the South line of said Lot 39, a distance of 20.03 feet;
thence South 03° 41' S5" West a distance of 30.OS feet to a point on the South line of said Lot 39; thence North 89° 2T 22" West,
along the South line of said Lot 39, a distance of 20.03 feet; thence North 03° 41' SS" East a distance of 30.05 feet to the True Point
of Beginning. Containing 600.89 square feet or 0.0138 acres, more or less. Subject to 332.33 square fee[ or 0.0076 acres, more or
less of which lies within the East 90.00 feet of an existing I4S.00 foot right-of--way per Trustees Deed as described in Document
Number 29531, in Book 3S 1, Page 3S, at the Platte County, Missouri, Recorder of Deeds OfTice.
The bearings used in this description are based upon the West line of said RED X PLAZA, being South 00° l4' 22" West.
Schedule A
Temporary Easement
Ownership Tract 66
All that part of the West half of Section 9, Township SO North, Ranee 33 West, in the City of Riverside, Platte County, Missouri,
being a part of Lots 42 and 43, of RED X PLAZA, a subdivision of land in the City of Riverside, Platte County, Missouri, described
as follows:
Commencing at the Northwest comer of the Northeast quarter of the Northwest quarter of said Section 9, said point also being the
Northwest comer of Tract "A", of said RED X PLAZA; thence South 00° l4' 22" West, along the West line of the East half of the
West half of said Section 9, also being the West line of said RED X PLAZA, a distance of 1,293.53 feet to the Northwest comer
of said Lot 42; thence South 89° 2T 22" East, along the North line of said Lot 42, a distance of 78.02 feet to the True Point of
Beginning; [hence continuing South 89° 2T 22" East, along the North line of said Lot 42, a distance of 20.03 feet; thence South 03°
41' S5" West a distance of 36.79 feet; thence South 17° 3T 00" West a distance of 68. l S feet; thence South 27° 30' 35" West a
distance of 52.30 feet; thence South I l ° 29' 19" Wes[ a distance of44.20 feet; thence South 04° l9' OS" West, on a line that passes
through the South line of said Lot 42 and into said Lot 43, a distance of 394.09 feet; thence South 09° 3T S 1 " East a distance of
53.68 fee[; thence South 09° 44' 1 S" Wes[ a distance of 74.46 feet; thence South 25° 56' 19" West a distance of 27.14 feet to a point
on the West line of said Lot 42; thence North 00° 14' 22" East, along the West line of said Lot 42, a distance of 75.31 fee[; thence
North 09° 44' 14" East a distance of 22.84 feet; thence North 09° 3T 52" West a distance of 21.99 feet [o a point on the West line
of said Lo[ 42; thence North 00° 14' 22" East along the west line of said Lo[ 42 a distance of 119.67 feet; thence North 04° 3l' 24"
East, on a line that passes through the North line of said Lot 43 and into said Lot 42, a distance of 308.27 feet; thence North l l °
29' 20" East a distance of 48.25 feet; thence North 27° 30' 36" East a distance of S 3.39 feet; thence North I7° 3T 00" East a distance
of 63.98 fee[; thence North 03° 41' S5" East a distance of 33.25 feet [o the True Point of Beginning. Containing 14,306.18 square
feet or 0.3284 acres, more or less. Subj ect to 13,997.09 square feet or 0.3213 acres, more or less, of which lies within the East 90.00
feet of an existing 145.00 foot right-of--way per Trustees Deed as described in Document Number 29531, in Book 351, Page 35,
a[ the Platte County, Missouri, Recorder of Deeds OfTce. 11,574.49 square feet or 0.2657 acres, more or less, of that land described
above also overlaps an easement to the Quindaro Bend Levee District as shown on the plat of RED X PLAZA.
The bearings used in this description are based upon the West line of said RED X PLAZA, being South 00° l4' 22" West.
EXHIBIT B-IV
NOT APPLICABLE
EXHIBIT B-V
NOT APPLICABLE
EXHIBIT C
ESCROW AGREEMENT
THIS ESCROW AGREEMENT made as the Effective Date (this "Agreement"), between
STEWART TITLE INCORPORATED ("Escrow Agent"), having an address of 1220 Washington,
Kansas City, MO 64105, RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE
COUNTY, MISSOURI, having an address ofP. O. Box 168, 303 Marshall Road, Suite 1, Platte City,
Missouri ("District") and CITY OF RIVERSIDE, having an address o£ 4443 NW Gateway,
Riverside, Missouri 64150 and P.O. Box 9135, Riverside, Missouri 64168 ("Sellers").
RECITALS:
A The'District is a duly and validly created levee district under the laws of Missouri.
B. In the area generally known as the Quindaro Bottoms of Riverside, Missouri (the
"Unprotected Area") there is approximately 1,800 acres of developed and undeveloped land located
on the north bank ofthe Missouri River along Interstate 635 at Highway 169, which is currently only
protected from Missouri P.iver floods by an agricultural levee which is more than 10 feet below the
100 year flood plain and as recently as 1993, the entire Unprotected Area was flooded resulting in
extensive damage to existing businesses and industry.
C. A levee which is a portion of the proposed L-385 Levee Project will provide
protection to the western portion of the Unprotected Area against a 500-year flood ("Quindaro
Levee") and a lev;;e which is a portion ofthe proposed L-385 Levee Project will provide protection
to the eastern porti •~n of the Unprotected Area and the City of Riverside's business district from a
500-year flood (";~~iverside Levee"). (The Quindaro Levee and the Riverside Levee are collectively
,:
referred to as the,"Levee".)
D. The Levee is approved for construction by the United States Army Corps ofEngineers
(the "Corps") as Froject L-385 (the "Levee Project").
E. The Levee is necessary for the protection of the existing commercial buildings,
infrastructure anC jobs in the Unprotected Area as well as opportunities for substantial development
after completion of the Levee Project.
F. The District has executed a Project Cooperation Agreement ("PCA")with the Corps
in connection with the Levee Project.
G. It i; anticipated that the Property (defined below) will be needed for the construction
of the Levee.
H. It can only be finally determined if the Levee Project will proceed once bids for the
construction of the Levee (collectively, the "Bid") are received.
I. If an Acceptable Bid (as defined in the RE Contract) is received by the District.and
the Corps, the Levee Project will move forward and the District will move towards closing on
property needed for the construction of the Levee.
ESCROW AGREEMENT
THIS ESCROW AGREEMENT made as the Effective Date (this "Agreement"), between
STEWART TITLE INCORPORATED ("Escrow Agent"), having an address of 1220 Washington,
Kansas City, MO 64105, RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE
COUNTY, MISSOURI, having an address ofP. O. Box 168, 303 Marshall Road, Suite 1, Platte City,
Missouri (°DlStrl~t") and CITY OF RIVERSIDE, having an address of. 4443 NW Gateway,
Riverside, Missouri 64150 and P.O. Box 9135, Riverside, Missouri 64168 ("Sellers").
RECITAL .S .
A The7istrict is a duly and validly created levee district under the laws of Missouri.
B. In the area generally known as the Quindaro Bottoms of Riverside, Missouri (the
"Unprotected Area") there is approximately 1,800 acres of developed and undeveloped land located
on the north bank ofthe Missouri River along Interstate 635 at Highway 169, which is currently only
protected from Mi:;souri River floods by an agricultural levee which is more than 10 feet below the
100 year flood pl~a;n and as recently as 1993, the entire Unprotected Area was flooded resulting in
extensive damage to existing businesses and industry.
C. A levee which is a portion of the proposed L-385 Levee Project will provide
protection to the western portion of the Unprotected Area against a 500-year flood ("Quindaro
Levee") and a levee which is a portion of the proposed L-385 Levee Project will provide protection
to the eastern porti ~n of the Unprotected Area and the City of Riverside's business district from a
500-year flood ("l~',iverside Levee"). (The Quindaro Levee and the Riverside Levee are collectively
referred to as the "Levee".)
D. T}:e Levee is approved for construction by the United States Army Corps ofEngineers
(the "Corps") as Froject L-385 (the "Levee Project").
E. The Levee is necessary for the protection of the existing commercial buildings,
infrastructure anc jobs in the Unprotected Area as well as opportunities for substantial development
after completion ,~f the Levee Project.
F. Th~~ District has executed a Project Cooperation Agreement ("PCA") with the Corps
in connection with the Levee Project.
G. It i, anticipated that the Property (defined below) will be needed for the construction
of the Levee.
H. It can only be finally determined if the Levee Project will proceed once bids for the
construction of the Levee (collectively, the "Bid") are received.
I. If a1 Acceptable Bid (as defined in the RE Contract) is received by the District and
the Corps, the Levee Project will move forward and the District will move towards closing on
property needed for the construction of the Levee.
J. The District and Seller have entered into a Real Estate Agreement, a copy of which
is attached as Exhibit A ("RE Contract") and incorporated herein.
K. In order to ensure that once all contingencies under the RE Contract are satisfied, the
Property will be transferred as expeditiously and smoothly as possible, the District and Seller desire
to escrow the Right-of--Way Conveyance documents conveying the Property and other necessary or
desirable documents.
L. The District, Seller and Escrow Agent desire to agree upon the terms and conditions
under which the Documents (defined below) are to be held and disposed of by Escrow Agent.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
hereinafter set forth, the parties agree as follows:
1. Definitions. Any term not defined in this Agreement shall have the same meaning
ascribed to such term in the RE Contract.
2. Receipt of Documents. The Escrow Agent shall, on or prior to the Determination
Date, certify to the District and the Corps that it has received the following (collectively, the
"Documents") to hold in escrow pursuant to this Agreement and the RE Contract:
a. accepted appraisal;
b. executed Right-of--Way Conveyance documents as required under the RE
Contract conveying Property from Seller to the District;
c. executed documents necessary for the removal of all exceptions to Title
Commitment other than those accepted by the District; and
d. all certificates and documents required from Seller under the RE Contract.
3 . Handling of Documents. Upon receipt of notice from the District that an Acceptable
Bid has been received, the District shall establish the Closing Date and forward the Purchase Price
to the Escrow Agent. The Escrow Agent shall, on the Closing Date, record the Right-of--Way
Conveyance documents and deliver all other documents as required by the RE Contract.
4. Liability of Escrow Agent.
(a) The Escrow Agent shall not be liable for any loss resulting from any investment, sale,
transfer or other disposition made pursuant to this Agreement in compliance with the provisions
hereof.
(b) Escrow Agent shall not be required to invest funds and is not liable for failure to invest
any funds unless and until the appropriate forms required to open such account have been received
by Escrow Agent.
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Escrow Agent and (2) District has advised Escrow Agent in writing that there is an acceptable bid
received by the U.S. Army Corps of Engineers on the L-385 Levee project.
8. Failure of Contract to Close. In the event that a purchase contract does not close
for reasons other than those specified above, Escrow Agent shall disburse the funds deposited by
District plus any interest earned thereon in accordance with the terms of said purchase contract.
9. Termination. This Escrow Agreement shall terminate and funds disbursed in
accordance herewith when all of the conditions specified above have been satisfied, but in any event
not later than December 31, 2002.
10. 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:
If to District: Robert W. Gieseke, Chairman
Riverside-Quindaro Levee District
5406 Northwood Road
Kansas City, Missouri 64151
with a copy to: R. Michael McGinness, Esq.
McGinness & Shaw
P. O. Box 168
303 Marshall Road, Suite 1
Platte City, Missouri 64079
Phone: 816-858-2630
Fax: 816-431-5086
If to Seller: City of Riverside
P.O. Box 9135
Riverside, Missouri 64168
With a copy to: Stephen A. Crystal, Esq.
Armstrong Teasdale LLP
2345 Grand, Suite 2000
Kansas City, Missouri 64108
Phone: 816-221-3420
Fax: 816-221-0786
If to Escrow Agent: Stewart Title Incorporated
1220 Washington
Kansas City, MO 64105
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized officers and their corporate seals to be hereunder affixed and attested as of the
respective dates set forth below.
ESCROW AGENT
Date:
ATTEST:
Secretary
Date:
ATTEST:
Secretary
STEWART TITLE INCORPORATED
By:_
Name:
Title:
DISTRICT
RIVERSIDE-QUINDARO BEND LEVEE
DISTRICT OF PLATTE COUNTY, MISSOURI
By:_
Name:
Title:
SELLERS
CITY OF RIVERSIDE
Date: By:
Name: Betty Burch
Title: Mayor
ATTEST:
Name: Louise Rusick
Title: City Clerk
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