HomeMy WebLinkAboutR-2012-052 Hold Harmless Agreement Riverside Horizons LLC RESOLUTION R-2012-052
A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A HOLD
HARMLESS AGREEMENT BETWEEN RIVERSIDE HORIZONS, LLC, THE CITY OF
RIVERSIDE AND THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF
RIVERSIDE, MISSOURI RELATING TO A CROSS ACCESS EASEMENT AGREEMENT
BETWEEN LOT 4 AND LOT 5 IN RIVERSIDE HORIZONS EAST FIRST PLAT AND
AUTHORIZING OTHER ACTIONS IN CONNECTION THEREWITH.
WHEREAS, The Industrial Development Authority of the City of Riverside, Missouri (the
"IDA") has entered into a Cross Access Easement Agreement with Horizons Industrial, I LLC
("Horizons Industrial) to provide a Cross Access Easement over a portion of Lot 5, Riverside
Horizons East First Plat ("Lot 5") owned by the IDA; and
WHEREAS, such Cross Access Easement provides for mutual access for the benefit of
Lot 4 Riverside Horizons East First Plat ("Lot 4") and Lot 5, together with the reimbursement of
certain construction, repair and maintenance costs associated with any pavement and parking
lot improvements constructed by Horizons Industrial on Lot 5 upon the sale of Lot 5; and
WHEREAS, as a part of the consideration for such Cross Access Easement Agreement,
Riverside Horizons, LLC, as a member of Horizons Industrial, has agreed to hold the IDA and
City of Riverside (the "City") harmless for any and all costs or expenses incurred or associated
with improvements constructed on Lot 4 such Cross Access Easement Agreement; and
WHEREAS, the Board of Aldermen find it to be in the best interest of the City to enter into
the Hold Harmless Agreement attached hereto to provide such protection to the IDA and City;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
THAT the Hold Harmless Agreement between the IDA, City and Riverside Horizons,
LLC is hereby approved in substantially the form attached as Exhibit A and the Mayor is hereby
authorized to enter into, execute and deliver and the City Clerk is hereby authorized to attest,
such document with such changes therein as shall be approved by the officials executing such
document, such official's signature thereon being conclusive evidence of such official's approval
and the City's approval thereof.
FURTHER THAT the City shall, and the officers, agents, and employees of the City are
hereby authorized and directed to, take such further action and execute and deliver such
documents and instruments as may be necessary or desirable to carry out and comply with the
intent of this Resolution;
FURTHER THAT this Resolution shall be in full force and effect from and after its passage
and approval.
PASSED AND ADOPTE the Boar of Ald rmen and APPROVED by the Mayor of the
City of Riverside, Missouri, th f�—' day of , 2012.
�
ATT T: Ka leen L. Rose, Mayor
Robin Littrell, ity Clerk Appro o Form:
�_
a om on, City Attorney
� �av�a- os�..
HOLD HARMLESS AGREEMENT
THIS HOLD HARMLESS AGREEMENT (°�Agreement") is made and entered into as of
, 2012 ("Effective Date"), by and between the City of Riverside, Missouri, a city
and political subdivision duly organized and existing under the Constitution and laws of the State of
Missouri ("City"), the Industrial Development Authority of the City of Riverside, Missouri
("IDA") and Riverside Horizons, LLC a limited liability comparry duly organized and existing under the
laws of the State of Missouri ("Riverside Horizons").
RECITALS
A. Briarcliff Realty, LLC and the City entered into a Master Development Agreement for the
development of the Briarcliff Horizons Site dated May 10, 2o11 as subsequently amended ("MDA"); and
B. Briarcliff Realty assigned its rights and obligations under the MDA to Briarcliff Horizons, LLC,
an affiliated entity of Briarcliff Realty pursuant to Section 12.5(b) of the NIDA; and
C. On ar about February 13, 2012 Briazcliff Horizons, LLC filed articles of amendment with the
Missouri Secretary of State changing its name to Riverside Horizons, LLC; and
D. On or about January 23,2012, the IDA as the owner in fee simple of certain real property legally
described as Lot 4 of Riverside Horizons East First Plat ("L,ot 4") conveyed Lot 4 to the City; and
E. On or about Apri15, 2012, the City conveyed Lot 4 to the Riverside Horizons; and
F. On or about April 5, 2012, the Riverside Horizons conveyed Lot 4 to Horizons Industrial I, LLC
("Horizons Industrial"); and
G. The IDA is the owner in fee simple of certain real property legally described as Lot 5 of
Riverside Horizons East First Plat ("Lot S"); and
H. On or about April 24, 2012 Horiwns Industrial and the IDA entered into an Agreement, as
attached hereto in Exhibit A, in order to provide for mutual access for the benefit of Lot 4 and Lot 5("Cross
Access AgreemenY'); and
T. Pursuant to the Cross Access Agreement, Horizons industrial shall construct parking and
driveway improvements on a portion of Lot 5, and the cost of such portion is estimated to total $130,000.00;
and
J. Pursuant to the Cross Access Agreement, Horizons lndustrial is en6tled to reimbursement of the
improvements made to Lot 5; and
K. Pursuant to the 1�IDA, Riverside Horizons has the right to purchase Lot 5; and
L. The parties mutually desire that in the event Riverside Horizons purchases Lot 5, the sale price
from Riverside Horizons to any subsequent purchaser sha11, for purposes of Section 9.2 of the MDA, be
imputed at two dollars and fifty cents ($2.50) per square foot if actually sold for less than two dollazs and fifty
cents ($2.50) per squaze foot.
� WA 34515761 �
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein
and for other good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
Section 1. Recitals The recitals set forth above are true and correct and are
incorporated herein by reference.
Section 2. Hold Harmless. 1n consideration of the IDA's agreement to the Cross
Access Agreement, the iDA, the City and Riverside Horizons agree as follows:
A) Riverside Horizons agrees to protect, indemnify, save and keep harmless the IDA
and the City against and from any and all loss, cost or expense arising out of or from the
reimbursement obligations described in the Cross Access Agreement, and wili protect, indemnify
and save and keep harmless the IDA and the City from any and all claims, costs or expense
arising out of the reimbursement obligations described in the Cross Access Agreement
B) Riverside Horizons agree that in the event Riverside Horizons purchases Lot 5, the
sale price from Riverside Horiwns to any subsequent purchaser shall, for purposes of Section 9.2 of
the MDA, be imputed at two dollars and fifty cents ($2.50) per square foot if actually sold for less
than two dollars and fifty cents ($2.50) per square foot.
Section 3. Attornevs' Fees and Costs. If any legal action or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute, breach or
default in connection with any of the provisions of the Agreement, the prevailing party or parties
shall be entitled to recover reasonable paralegal and attorneys' fees and other costs incurred in
that action or proceeding, including those related to appeals in addition to any other relief to
which it or they may be entided.
Section 4. Private Agreement. This Agreement does not and shall not be construed
to grant any rights to the public in general.
Section 5. Notices. All notices, demands and requests required or permitted to be given
under this Agreement must be in writing and shall be deemed to have been given as of the date such
notice is (i) delivered to the party intended, (ii) delivered to the then designated address of the party
intended, or (iii) rejected at the then designated address of the party intended, provided such notice
was sent prepaid certified mail, return receipt requested or by overnight courier providing for
delivery against receipt. The initial addresses of the parties shall be:
WA 34515761 2
Riverside Horizons, LLC
6300 N Revere, Suite 225
Kansas City, MO 64151
with a copy ta Scott Seitter
Levy Craig Law Firm
1301 Oak Street, Suite 500
Kansas City, MO 64105
The Tndustrial Development Authority of the City of
Riverside, Missouri
2950 NW Vivion Road
Riverside, Missouri 64150
The City of Riverside, Missouri
2950 NW Vivion Road
Riverside, Missouri 64150
Section 6. Counterparts. This Agreement may be executed in multiple, separate
counterparts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date fust above
written.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
WA 3451576.1 3 .
"CITY" CITY OF RIVERSIDE, MISSOURI
By:
Ka leen L. Rose, Mayor
(SEAL)
Attes
t _ �
..`
Robin Littrell, City Cle
"IDA" THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CiTY OF
RIV , MISSO RI
B k.�
amela J. D ta, President
Attest:
"RIVERSIDE HORIZONS" Riverside Horizons, LLC, a Missouri limited liability
company:
B
Name: �...Fs�tn«( ,Es�
Title: �
WA 3453310.1 ;
WA 3451576 1
STATE OF MISSOURI )
) SS.
COUNTY OF PLATTE )
On this ��day of , 2012, before me appeared Kathleen L. Rose, to me
personally knowq whq being by me duly sworn, did say that she is the Mayor of the CITY OF
RIVERSIDE, MISSOURI, a political subdivision of the State of Missouri, and that the seal affixed to the
foregoing instrument is the seal of said City, and said instrument was signed and sealed in behalf of said
City by authority of its Boazd of Aldermen, and said individual acknowledged said instrument to be the
free act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County
and State aforesaid, the day and year first above written.
�'_�� �
�
No Public
My Commission Expires:`j}�„ ,�� r� � p/s ROBIN l. IITTREII
. C ... _,._
Notary Pubtk-Notuy Seil
State of Mfssouri, Ray County
Commission M 11390631
My Commisaion Expires Mar 8, 2015
STATE OF MISSOURI )
) SS.
COUNTY OF�� q�L )
On this oZL{ � day of � I , 2012, before me appeazed �q�+ taA�e�o(�.lo
me personally known, who, being by r e duly swom, did say that he is the I"i'1 q,.�.a� � of
Riverside Horizons, LLC, a Missouri limited liability company„ and that he is authorized to sign the
instrument on behalf of said company by authority of its members, and acknowledged to me that he
executed the within instrument as said company's free act and deed.
((11 IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my ofFicial seal in the
� and State aforesaid, the day and year first above written.
Not Public
�,
—��
ROBIN L. LI?TRELL
My Commission Expires�7�� � 4/.� Notary Puhlic•Nohry Seal
State of Miseouri. Ray County
Commission # 11390631
My Commission Expires Mar 8, 2015
5 WA 3453310.1
WA 3451576.1
STATE OF MISSOURi )
) ss
COUNTY OF PLATI'E )
On this��ay of April, 2012, before me appeared PAMELA J. DARATA, to me personally
known, who, being by me duly sworn, did say that she is the President of the INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURi and that said instrument
was signed and sealed by authority of its Board of Directors, and said officer acknowledges said
instrument to be executed for the purposes therei� stated and as the free act and deed of said Industrial
Development Authority of the City of Riverside, Missouri.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid, the day and year first above written.
=�>�k� �
Notary Public '
My commission expires:', " I ��
8, �-D��`
R081N L. UT7RELL
Not�ry PubNc•Notery Seal
SUte of Miawurt, Ray Counry
Commissian � 11390631
My Commiesion Expi�es Mar 8, 2015
6 WA 34533I0.1
WA 3451576.1