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HomeMy WebLinkAboutR-2012-141 Sale of ARGO Innovations Park to Northpoint RESOLUTION NO. R-2072-147 A RESOLUTION AUTHORI2ING AND DIRECTING THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI TO TRANSFER AND SELL LOT 5 ARGO INNOVATION PARK TO NORTHPOINT DEVELOPMENT, LLC; AND AUTHORIZING OTHER DOCUMENTS AND ACTIONS RELATED THERETO WHEREAS, The Industrial Development Authority of the City of Riverside, Missouri (the "IDA ") issued its Industrial Development Revenue Bonds (Riverside, Horizons Infrastructure Project - City of Riverside, Missouri), Series 2007 in the principal amount of $40,265,000 (the "Bonds"); and WHEREAS, the City, the IDA, and UMB Bank, N.A.; entered into that certain Financing and Cooperation Agreement dated as of May 1, 2007 relating to the Bonds (the "Financing AgreemenY'); and WHEREAS, the Financing Agreement requires the IDA, upon direction of the City, transfer and sell the Mortgaged Property, as defined in the Financing Agreement, in whole or in part, in one or more transactions; and WHEREAS, on or about August 9, 2012 NorthPoint Development, LLC ("NorthPoinY') presented its offer to purchase certain property from the IDA pursuant to an Agreement of Purchase and Sale between Industrial Development Authority of the City of Riverside, Missouri and NorthPoint Development, LLC (the "AgreemenY'), a copy of which is attached hereto as Exhibit A; and WHEREAS, that certain property desired to be purchased by NorthPoint is a part of the Mortgaged Property, the legal description of which is contained in Exhibit B(the "Sale Property"); and WHEREAS, the Sale Property is subject to a Right of First Refusal Agreement ("ROFRA") entered into between Argo Development Company ("Argo") and the City dated December 14, 2010; and WHEREAS, on or about August 13, 2012 the City provided written notice required under the ROFRA to Argo that a bona fide offer to purchase the Sale Property was received by the City and that the City intended to accept the offer based on the terms and conditions set forth in the Agreement; and WHEREAS, the ROFRA provides Argo with 60 days to exercise its right of refusal by prviding written acceptance of the terms of the Agreement, plus agreement to pay the monetary value of any public improvements constructed by NorthPoint as well as the economic value of the project constructed by NorthPoint for repayment of the 2007 Bonds and a performance guarantee in the form of a Performance Bond or Letter of Credit signed by Argo and sent by registered mail to the City; and WHEREAS, Argo has provided verbal confirmation that it will NOT be exercising its right of refusal; and WHEREAS, the sale of the Sale Property is anticipated to contribute towards increased activity and revenues under the L-385 Levee Redevelopment Plan, as amended (the "TIF Plan"), and other economic development within the City; and RESOLUTION NO. R- 2012-141 WHEREAS, the City finds that it is necessary and in the best interests of the City, in order to further the objectives of the TIF Plan and the objectives of industrial and economic development for the City, to authorize and direct sale of the Sale Property by the IDA to NorthPoint as provided in the Agreement pursuant to a Special Warranty Deed in substantially the same form as attached hereto in Exhibit C following expiration of the ROFRA 60 day notice period, or sooner if confirmation of the intent of Argo to not exercise its right of refusal is received in writing; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: THAT the Board of Aldermen hereby find and determine that it is in the best interest of the City, in order to further the objectives of the TIF Plan, the objectives of industrial and economic development of the City that the IDA sell the Sale Property to NorthPoint according to the terms and conditions set forth in the Agreement following expiration of the ROFRA 60 day notice period, or sooner if confirmation of the intent of Argo to not exercise its right of refusal is received in writing; FURTHER THAT the sale of the Sale Property by the IDA to NorthPoint at the price of $600,000 plus such additional compensation and commitments contained in the Agreement is hereby approved and authorized and the IDA is directed to enter into, execute, deliver and comply with the terms and conditions of the Agreement attached hereto as Exhibit A; FURTHER THAT the payment of $172,273.50 to UMB Bank N.A., Trustee of the Bonds, to cause the release of the Sale Property from the deed of trust lien on the Mortgage Property created as security for the Series 2007 Bonds is hereby authorized and such funds shall be deposited by the Trustee into the Special Redemption Account; FURTHER THAT the IDA, the members and officers of the IDA, the City, and the officers, agents, and employees of the City shall and 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, including but not limited to, execution of any extensions, addendums or minor amendments to the Agreement that do not alter a material term or condition of such Agreement as determined in the sole discretion of the individuals authorizing and executing the same; FURTHER THAT this Resolution shall be in full force and effect from and after its passage and approval. PASSED AND ADOPTE by the Board f Aldermen and APPROVED by the Mayor of the City of Riverside, Missouri, the ��- day of �, 2012. : X'/.L7,/ .�1�.� �G�� , e"• Kathleen L. Rose, Mayor ��� T,: �ol� v V iL4 ��� Robin Litti'eII�C' Gerk ... Approve s to Form: RESOLUTION NO. R-2072-141 EXHIBIT A AGREEMENT OF PURCHASE AND SALE BETWEEN INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI AND NORTHPOINT DEVELOPMENT. LLC AGREEMENT OF PURCHASE AND SALE BETWEEN INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI ("SELLER") AND NORTHPOINT DEVELOPMENT, LLC ("PURCHASER") THIS AGREEMENT OF PURCHASE AND SALE (this "AgreemenP') is made as of the Effective Date hereinafter defined by and between the INDUSTRIAL DEVELOPMENT AU1'HORITY OF THE CITY OF RIVERSIDE, MISSOURI ("Seller"), and NORTHPOINT DEVELOPMENT, LLC, a Missouri limited liability company, and/or its assigns ("Purchaser"). In consideration of the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: WHEREAS, Seller currently owns the real property described in Enhibit A hereto (the "Land") and wishes to sell the Land to Purchaser on the terms herein set forth, and Purchaser wishes to purchase the Land on the terms herein set forth; NOW, THEREFORE, in consideration of the premises, TEN AND NO/]00 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the mutual undertakings of the parties hereinafter set forth, it is hereby agreed by the parties as follows: ARTICLE I SALE AND PURCHASE 1.01 Sale and Purchase. Seller agrees to sell to Purchaser, and Purehaser agrees to purehase from Seller, the Land. The Purchase Price (the 'Purchase Price ") for the Land shall be Six Hundred Thousand Dollars ($600,000.00). 1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Assured Quality Title Company, Attention: Don Rodgers, 1001 Walnut Street, Kansas City, Missouri 64106, phone number (816) 221-2880, fax number (816) 221-2884 (the "Escrow Agent"). No Earnest Money shall be required of Purchaser. ARTICLE II TITLE AND SURVEY DOCUMENTS 2.01 Title Commitment. Seller shall, within fifteen (15) days after the Effective Date, at Seller's sole cost and expense, cause to be prepared and furnished to Purchaser an updated title commitment for the Title Policy (the "Title Commitment") issued by Assured QualiTy Title Company (the "Title lnsurer") showing Seller as the record title owner of the Land, by the terms of which the Escrow Agent, as agent for the Title Insurer, agrees to issue to or for Purchaser a standard ALTA form of owner's policy of title insurance (the "Title Polrcy") at the Closing with respect to the Land in the amount of the Purchese Price, insuring Purchaser's fee simple title to the L.and to be good and indefeasible subject to the terms of such Title Policy and the exceptions specified therein, together with readily legible copies of all documents and plats, if any, which are refersed to in the Title Commihnent. Seller and Purchaser shall pay the expenses of obtaining the Title Policy as hereinafter provided. The Title Policy shall exclude all standard pre-printed exceptions. �P:/DOCS�189J/001/ARGOS/00657061;3 � 1 2.02 Survey. Purchaser may, at Purchaser's sole cost and expense (but subject to reimbursement by Seller at the Closing), cause to be prepared and fumished to Purchaser, Purchaser's legal counsel and the Escrow Agent, an ALTA survey (the "Survey") of the Land prepared by a surveyor of Purchaser's choosing (the "Surveyor") as of a date which is subsequent to the Effective Date. 2.03 Review of Title and Survey. Purchaser shall have a period of time (the "Tille Review Period") commencing on the Effective Date and ending on ten (10) days prior to Closing in which to notify Seller in writing of any objections Purchaser has to any matters shown on the Title Commitment and the Survey. All objections raised by Purchaser in the manner herein provided are hereafter called "Objections." Seller shall have the option, but aot the obligation, to remedy or remove all Objections (or agree irrevceably in writing to remedy or remove all such Objections at or prior to Closing) during the period of time (the "Cure Period") ending on the earlier of (a) the tenth (l Oth) business day after Seller's receipt of Purchaser's notice of such Objections, and (b) the business day immediately preceding the Closing Date. Except to the extent that Seller cures, or agees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to have elected not ta cure such matters. In the event Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agee irrevocably to do so at or prior to Closing) within the Cure Period, then either (i) this Agreement may be terminated in its entirety by or on behalf of Purohaser by giving Seller written notice to such effect during the period of time (the "Termrnation Period") ending on the earlier of (A) the tenth (lOth) business day following the end of the Cure Period, and (B) the Closing Date, whereupon all parties hereto or mentioned herein shall be released and relieved of further obligations, liabilities or claims hereunder; or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within the Termination Period. Any tiUe encumbrances or exceptions which are set forth in the Title Commitment or Survey and to which Purchaser does not object on or prior to the last day of the Title Review Period (or which are thereafter waived or deemed to be waived by Purchaser) shall be deemed to be permitted exceptions (the "Permitted Exceplions") to the status of Seller's title to the Land. ARTICLE III CONDITIONS PRECEDENT TO CLOSING 3.01 Purchaser's Conditions Precedent. Purchaser's obligation to consummate the traosaction contemplated herein is conditioned upon satisfaction of Seller's perFormance or compliance with a(l of Seller's covenants, agreements and obligations under this Agreement. 3.02 Seller's Conditioos Precedent. Seller's obligation to consummate the transaction contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the Closing, any one or more of which conditions precedent may be waived by Seller in Seller's sole discretion: (a) Representations and Warranties. None of the representations and warranties of Purchaser set forth in Section 3.03 of this Agreement shall be untrue or inaccurate; (b) Parchaser's Obligations. Purchaser shall have performed or complied with all of Purchaser's covenanu, agreements and obligations under this Agreement; and (c) No Bankruptcy Proceeding. There shall not have been instituted by or against Purchaserany bankruptcy proceeding. (d) No Exercise of Right of First Refusal. Argo Development Company ("ADC") has elected to not exeroise the right of first refusal to purchase the Land afforded ADC pursuant to that �Pmo�isvaroouancosmoesioei;� � 2 certain Right of First Refusal Agreement between The City of Riverside, Missouri and ADC executed on December 14, 2010 and recorded December 14, 2010 in the office of the Recorder of Deed of Platte County, Missouri as Document No. 2010016170 in Book 1167 at Page 579. 3.03 Purchaser's Covenants, Representations and Warrenties. (a) Purchaser's Authority. This Agreement has been duly authorized by requisite action and is enforceable against Purchaser in accordance with its terms; neither the execution and delivery of this Agreement nor the consummation of the sale provided for herein will constitute a violation or breach by Purchaser of any provision of any agreement or other inswment to which Purchaser is a party or to which Purchaser may be subject although not a pady, or will result in or constitute a violation or breach of any judgment, order, writ, junction or decree issued against or binding upon Purchaser; (b) No Pending Proceedings. Purchaser has no actual knowledge that there is any action, suit, proceeding ot claim affecting Purchaser or relating to the authority of Purchaser to purchase the Land; and (c) Office of Foreign Assets Control (OFAC) Issues. (1) Purchaser represents and wazrants that (A) Purchaser and each person or entity owning an interest in Purchaser (i) is not currently identified on the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Depardnent, Office of Foreign Assets Control and any other similar list maintained by the Oftice of Forei� Assets Control (the "LisP'), and (ii) is not a person or entiTy with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (B) none of the funds or other asseu of Purchaser constitute property of, or aze beneficially owned, directly or indirecdy, by any Purchaser Embazgoed Person (as hereinafter defined), (C) no Purchaser Embargoed Person has any interest oF any nature whatsoever in Purchaser (whether directly or indirectly), (D) Purchaser has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. The term "Purchaser Embargoed Person" means any person, entity or government subject to uade restrictions under U.S. law, including bu[ not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. I et seq., and any Executive Orders or regulations promulgated thereunder, with [he result that the investment by Purchaser is prohibited by law or Purchaser is in violation of law. (2) Purchaser also shall require, and shall take reasonable measures to ensure compliance with [he requirement, that no person who owns any other direct interest in Purchaser is or shall be listed on any of the Lists or is or shall be a Purchaser Embargoed Person. This Section shall not apply to any person to the extent that such person's interest in the Purchaser is through a U.S. Publicly- Traded Entity. (d) Development Covenant. Subject to the consummation of the purchase and sale transaction contemplated by this Agreement, Purchaser hereby covenants and agrees (a) to commence, or cause the commencement of, vertical construction on or before the second (2 anniversary of the Cbsing Date, and thereafter diligently pursue such construction to completion, oF an indushial or office building having not less than one hundred thousand (]00,000) square Feet in adherence to the standazds and regulations approved and adopted by Ordinance No. 1087 attached hereto as Exhibit B, and (b) pay to the City of Riverside, Missouri (the "Ciry") on the third (3` anniversary of the Closing, and on the same �P/DOCS/1893/OOUARGOS/00657061;3 ) 3 day of each subsequen[ month, Eight Thousand Three Hundred Thirty-Three and 33/100 Dollars ($8,33333) as a payment in lieu of ta7ces concerning the Land (each a"DC PILOT PaymenY'), unless such vertical construction has been completed before any such date upon which any such DC PILOT Payment becomes payable; provided, however, that in no event shall more than twenty-four (24) DC PILOT Payments be payable pursuant to this Paragraph; further provided, however, that in the event a building havin� less than one hundred thousand (100,000) square feet is conshvcted (but such building is conshucted otherwise in compliance with the provisions of this Paragraph), then the amount of any DC PILOT Payments otherwise becoming payable after the completion of such construction shall be equal to the product of (i) Eight Thousand Three Hundred Thirty-Three and 33/100 Dollars ($8,33333), multiplied by (ii) a fraction, the numerator of which is the square footage of such building as constructed, and the denominator of which is one hundred thousand (100,000). For eacample, in the event the Closing Date is October l5, 2012, and no building is constructed on the Land prior to October I5, 2017, then twenty-four (24) DC PILOT Payments of Eigh[ Thousand Three Hundred Thirty-Three and 33/l00 Dollars ($8,33333) shall be payable, with the first such payment being payable on October I5, 2015, subsequent payments being payable on the fifteenth (15'") day of each succeeding month, and the last payment being payable on September l5, 2017. Notwithstanding the forgoing, Purchaser shall not be required ro perform any covenant or obliga6on set forth in this Paragraph so long as the performance or non-performance of the covenant or obligation is delayed, caused or prevented by an act of God, force majeure or by the City. An "act of God" or "force majeure" is defined for putposes of this Paragraph as strikes, lockouts, sitdowns, material or labor restrictions by any governmental authority, unusual transpodation delays, riots, floods, washouts, explosions, earthquakes, Fve, storms, weather (including wet grounds or inclement weather which prevents construction), acts of the public enemy, wars, insurrections and any other cause not reasonably within the control of Purchaser and which by the exercise of due diligence Purchaser is unable, wholly or in part, to prevent or overcome. ARTICLE IV CLOSING 4.01 Closing Date and Time. Provided that all of the conditions of this Agreement shall have theretofore been satisfied, the closing (the "Closing") of the purchase and sale of the Land shall be conducted at such time and location as shall be mutually agreeable to Seller and Purchaser; provided, however, that the Closing shall occur on or before October 15, 2012. The date on which the Closing actually occurs is referred to herein as the "Clasing Date." 4.02 Seller's Closing Matters. At the Closing, Seller shall do the following: (a) Special Warranty Deed. Execute, acknowledge and deliver to Purchaser a special warranty deed (the "Deed") conveying to Purchaser good and indefeasible title in fee simple to the Land, subject to the Permitted Exceptions; (b) Non-foreign Person Affidavit. Execute and deliver an affidavit in form and substance reasonably satisfactory to Purchaser confirming that Seller is not a foreign person or entity within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended; (c) Evidence of Authority. Deliver to Purchaser such evidence of Seller's authority to consummate the sale of the Land as is contemplated in this Agreement or as Purchaser or the Escrow Agent may reasonably request; (d) Possession of the Land. Deliver possession of the Land to Purchaser; �P:�a��av�ioovaecosrooenob�;a � 4 (e) Owner's Title Policy. Deliver or cause the Title Insurer to commit to delivering the Title Policy; (� Tax CeMificates. Deliver tax certificates or other written evidence showing that there are no delinquent taxes, assessments or PILOTS affecting the Land as of the Closing Date; (g) Assignment ot Contracts and Assignment of I.eases. Deliver to Purchaser an absolute assigttment of all Contracts concerning [he Land entered into by Seller, if any; and (6) Other pocuments. Execute, acknowledge where required and/or deliver any and all other items contemplated by the terms of this Agreement or reasonably requ'ved by Purchaser or its legal counsel or by the Escraw Agent. 4.03 Purchaser's Closing Matters. At the Closing, Purchaser shall do the following: (a) Purchase Price. Deliver the Purchase Price to the Escrow Agent by U. S. Federal Resecve System wire transfer or other immediately available good funds; (b) Evidence of Aut6ority. Deliver such evidence of authority to close the purchase of the Land pursuant to this Agreement as Seller or the Escrow Agent reasonably requests; and (c) Other Items. Execute, acknowledge where required and/or deliver any and all other items contemplated by the terms of this Agreement or reasonably required by Seller or its legal counsel or by the Escrow Agent. 4.04 Closing Costs. Seller shall pay the premium for the Owner's Title Policy (including deletion of the standazd exceptions set forth in Section 3.01), all recording charges for the Deed, all costs of the Title Policy, all costs of the Survey, and any special charges or assessments affecting the Land required to be paid prior to Closing to deliver unencumbered title to the Land to Purchasec Purchaser shall pay all costs and expenses relating to Purohaser's financing, including any recording fees for Purchaser's security documents and the cost of any mortgagee or loan policy required by Purchaser's lender, and the cost of any endorsements or special coverages required by Purchaser to the Title Policy. Each party shall be responsible for the payment of its own attorneys' fees incurred in connection with this Agreement and all other expenses which such party incurs. The parties shall split any escrow fee and expenses charged by the Escmw Agent. 4.05 Proratlons. Prorations shall be made as follows as of 12:0] a.m. on the Closing Date: (a) Rents and Income. Collected rents and other income from the Land, if any, which aze attributable to the period of time in which the Closing occurs shall be prorated between the parties as of the Closing, and Purohaser shall receive credit against the Purohase Price for the portion of such rents and other income which is attributable to the period after Closing. Delinquent rents shall not be prorated; provided, however, that, if Purchaser collects any delinquent rents or expense reimbursements after Closing, Purchaser agrees to pay to Seller any delinquent rents or expense reimbursements attributable to the period prior to the Closing Date after all rents or expense reimbursements attributable to the period from and after the Closing Date shall have been paid in full. (b) Current Ad Valorem Tsxes. Real and personal property ad valorem taxes, assessments and PILOTS pertaining to the Land for the year in which the Closing occurs shalf be prorated as of the Closing (collectively, "Tazes"), based upon actual days involved. Seller shall be responsible for all Ta�ces pertaining to the Land for any period prior to the Closing. Purchaser shall receive credit on the �P:/Docs/1893/001/ARGOS/00657061;3 � 5 amount of the cash payments to be made by Purchaser pursuant hereto for the prorated amount of such Taxes for the year of Closing which is chargeable to Seller. In connection with the proration of Taxes, if actual figures for the year of the Closi�g are not available at the Ciosing, an estimated, tentative proration of Taxes shall be made using most recent assessment and tau rate information available; provided, however, that, when the actual taxes for the year of the Closing are available, a corrected proration of taxes shall be made. If such Taxes for the year of the Closing increase over those for the preceding year, Seller shall pay to Purchaser a pro rata portion of such increase, computed to the Closing Date, and conversely, if such taxes for the year of the Closing decrease from those of the preceding year, Purchaser shall pay to Seller a pro rata portion of such decrease, computed to the Closing, with any such payment to be made within ten (10) days after notification by either party that such adjustment is necessary. If all or part of the Land is located in a tax parcel for the year of Closing which includes property that is not within the Land, then the Taxes attributable to such tax pazcel for the land value only and excluding the value of any improvements there for the yeaz of Closing shall be allocated between the Land (or applicable portion thereo� and the other portions of such tex parcel on the basis of the percentages which the gross surface areas of the Land (or applicable poRion thereo� and such other portions of such tax parcel represent of the total gross surface area oF such tax parcel. IF all or paR of the Land is located in a tax parcel for the yeaz of Closing which includes property that is not within the Land, and all Taxes attributable to such tax pazcel shall not have been paid in full at or prior to the Closing Date, each of Seller and Purchaser shall be obligated to deposit in escrow with the Escrow Agent at Closing an amount equal to the Taxes estimated to be due with respect to their respective portions of such tax parcel for the entire year of Closing, which amounts will be held by Escrow Agent pursuant to an escrow agreement in form reasonably acceptable to Seller and Purchasec This provision shall survive the Closing. (c) Other Taxes and Assessments. All Tases to the Closing Date (including installments due after the Closing Date with respect to special assessments which are payable in installments) and all Taxes for periods prior to the tax year in which the Closing occurs shall be paid in full by Seller on or before the Closing Date. Seller shall be responsible for and indemnify Purchaser against any Taxes attributable to the period prior to the Closing Date, including, but not limited to, any Taxes deferred to subsequent years due to an exemption or special use valuation. (d) Post-Closing Adjustments. Seller shall, on or before Ute Closing, fumish to Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary to compute the foregoing proration of Taxes. To the extent possible, the amount of any adjustment described in this section shall be estimated and paid at the Closing based upon the best information available to Purchaser and Seller at the time, and shall be adjusted as soon thereafter as may be reasonably practicable when final billings are available or when such amounts may be determined with reasonable certainty. The foregoing obligations shall survive the Closing, any other provision hereof to the contrary notwithstanding. ARTICLE V REMEDIES 5.01. Purchaser's Remedies. (a) Remedies for Failure to Close. In the event that Setler fails or refuses to convey the Land at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant to this Agreement, deposited the Purchase Price with the Escrow Agent, and is prepared to proceed with Closing, Purchaser may exercise one of the following exclusive remedies: (a) terminate this Agreement by giving Seller written notice of such election prior to or at the Closing, and thereupon this Agreement shall terminate, and all parties hereto or mentioned herein shall be relieved and released of all further obligations, claims and liabilities hereunder, (b) to waive, prior to or at the Closing, the applicable objection or condition and (P:/DOCS/I893NOI/ARGOS/OOfi570b1;3 � 6 proceed to the Closing of the transaction contemplated hereby in accordance with the remaining terms hereof; or (c) seek speci£c performance of Seller's obligation to convey the Land under this Agreement. Concurrently with the execution of this Agreement, Seller and Purchaser, at Purchaser's request, shall execute a memorandum of this Agreement that Purchaser will be entitled to record in the appropriate real property records of Platte County, Missouri, in order to give constructive notice of the existence of this Agreement. 5.02 Seller's Remedies. If Purchaser wrongfully fails or refuses to perform Purchaser's obligations pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be entitled, as Seller's sole and exclusive remedy, to terminate this Agreement by written notice to Purchaser and seek actual damages from Purchaser. ARTICLE VI NIISCELLANEOUS 6.01 Escrow Instructions. Intentionally Omitted. 6.02 Integration. This Agreement constitutes the entire and final expression of the agreement of the parties hereto and supersedes all prior agreemenu and understandings of the parties, either oral or written. There aze no o[her agreements, oral or written, between the parties regazding tha Land. 6.03 Modification. This Agreement can be amended only by written agreement signed by the parties hereto and by reference made a part hereof. 6.04 Binding Effect This Agreement shall be binding upon and inure to the benefit of Seller and Purohaser, and their respective heirs, personal representatives, successors and assigns. 6.05 Notices. Any notice, communication, request, demand, reply or advice (severally and collectively referred to as "Notice") in this Agreement required or permitted to be given, made or accepted must be in writing. Notice may, unless otherwise specifically provided herein, be given or served (a) by depositing the same in a receptacle regularly maintained and serviced by the United States Postal Service, postage pre-paid, registered or certified, and addressed to the party to be notified, with retum receipt requested, or (b) by delivering the same to such party, or an agent of such party, by wmmercial courier. Notice sent by registered or cedified mail in the manner hereinabove described shall be effective on the eazlier of the third (3rd) business day after such deposit or the actual receipt thereof. Notice given by commercial courier shall be effective on the date delivered to the other party. For the purposes of Notice, the addresses of the parties shall, until changed as provided below, be as follows: Seller: Industrial Development Authority of the City of Riverside, Missouri c/o The City of Riverside, Missouri Attention: Mayor City Hall 2950NW VivionRoad Riverside, MO 64150 Purchaser: NorthPoint Development, LLC Attention: Nathaniel Hagedorn 6300 NoRh Revere, Suite 225, Kansas City, Missouri 64151 �P:/Dow/189L001/ARGOS/00657061;7 � 7 The parties hereto shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America, by not less than ten (10) days' prior written notice ro the other party. 6.06 Brokerage Commissions. Each party represents and warrants that no real estate brokerage commission fee is payable to any person or entity in connection with the transaction contemplated hereby, and each party shall indemnify, defend and hold the other party harmless from and against the payment of any commission or fee to any person or entity claiming, or alleging to claim, by, through or under the indemnifying party. 6.07 Time. Time is of the essence in all things pertaining to the perfom�ance of this Agreement. 6.08 Survival af ObligaHons. To the extent necessary to cazry out the terms and provisions hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed and delivered at the time of the Closing. All representations and warranties by Sellet in this Agreement (i) will expire one (1) yeaz after the Closing Date as to matters for which Purchaser has not provided written notice to Seller within such period of time; and (ii) will expire as to all matters specified in any such written notice to the extent that such matters are not resolved ot made the subject of litigation instituted prior to the expiration of three (3) years after the Closing Date. 6.09 APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THE STATE OF MISSOURI SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT, INTERPRETATION AND VALIDITY OF THIS AGREEMENT. THE OBLIGATIONS OF THE PAR'fIES ARE PERFORMABLE, AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS AGREEMENT SHALL LIE, 1N PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER EACH HEREBY WANE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 6.10 Headings. The headings that have been used throughout this Agreement have been inserted for convenience of reference only and do not constitute matters to be construed in interpreting this Agreement. 6.11 Terminology. Words of any gender used in this Agreement shall be held and construed to include any other gender and words in the singular number shall be held to include the plural, and vice versa, untess the context requires otherwise. The words "herein," "hereof," "hereunder" and other similar compounds of the word "here" when used in this Agreement shall refer to the entire Agreement and not to any particulaz provision or section. The words "include" and "including" shall be deemed to be followed by the phrase "without limitation" unless otherwise qualified. 6.12 Construction of Agreement. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by legal counsel for one of the par[ies, it being recognized that both Seller and Purchaser have contributed substantially and materially to the preparation of this Agreement. 6.13 Severability. If any one or more of the provisions of this Agreement, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modifieA to the minimum extent necessary to make it or its application valid aod enforceable, and the validity and enforceability of all other provisions of this Agreement and all other applications of any such provision shall not be affected thereby. �P9DOCd1893/00UARGO5N0657061;3 � 8 6.14 Counterpart Execution. This Agreement may be executed in several counterparts, each of which shall be fully executed as an original and all of which together shall constitute one and the same instrument. 6.13 Further Acts. In addition to the acts recited in this Agreement to be performed by Seller and Purchaser, Seller and Purchaser agree to perform or cause to be performed at the Cbsing or after the Closing any and all such further acts as may be reasonably necessary to consummate the transactions contemplated hereby. 6.16 Litigation. In the event of litigation between the parties with respect to the Land, this Agreement, the performance of the obligations hereunder or the effect of a terminadon under this Agreement, the losing party shall pay all reasonable attomeys' fees and expenses and court costs incurred by the prevailing party in connection with such litigation. 6.17 Benefit This Agreement is for the benefit only of the padies hereto or their respective heirs, personal representatives, successors and assigns, and no other person or entity shall be entitled to rely hereon, receive any benefit herefrom or enforce against any party hereto any provision hereof. 6.18 Assignment. Purchaser may assign this Agreement and all righ[s hereunder without restriction, provided that (i) Purchaser shall remain jointly and severally liable with the assignee for the obligations contained in this Agreement; (ii) Purchaser, and any assignee by accepting assignment of this Agreement, expressly agrees to defend and indemnify Seller from any litigation arising out of the assignment; (iii) written natice of the assignment, including the name of the assignee, is provided to Seller at three (3) business days prior to Closing. 6.19 Form of Instruments. Except as otherwise provided herein, all instruments to be fumished hereunder shall be prepazed in such form as is reasonably acceptable to the party receiving such instrument. 6.20 Tenders of Performance. AII tenders of performance shall be made at the Closing and at or before the time specified For the Closing. 6.21 Legal Holidays and Business Days. If any date herein set forth for the performance of any obligations by Seller or Purchaser or for the delivery of any insdument or notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein, the term "legal holiday" means any federal holiday for which financial institutions or post oftices in Riverside, Missouri are generally closed for observance thereof. As used herein, the term "business day" shall mean a day which is not a Saturday, Sunday or legal holiday. 6.22 Nouwaiver. Except as otherwise specifically provided for hereunder, no party shall be deemed to have waived any o£ its rights hereunder unless such waiver is in writing and signed by the party waiving such right. Except as othenvise specifically provided for hereunder, no delay or omission by any party in exercising any right shall operate as a waiver of such right or of any other right. A weiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. Except as otherwise provided in Sections 5.01 and 5.02 hereof, all rights and remedies, whether evidenced hereby or by any other agreement, insuument or paper, will be cumulative and may be exercised sepazately or concurrently. 6.23 Effective Date; Acceptaoce. The effective date (the "Efj'ective Date") of this Agreement shall be the date that the Escrow Agent receives and receipts one or more counterparts of this Agreement �P7DOCN189JN01/ARCAS/00657061;7 � 9 that have been signed by both Seller and Purchaser. T'he execution hereof by Purchaser shall constitute an offer by Purchaser to Seller to purchase the Land on the terms and conditions herein stated, which must be accepted by Seller on or before 5:00 p.m., the City of Riverside, Missouri time, on the tenth (tOth) business day (the "Acceptance Date") following the date set forth below Purchaser's signature hereto, by the execution hereof by Seller and the delivery of at least two fully-executed counterparts of same to the Escrow Agent on or before the Acceptance Date with instructions to deliver at least one fully executed wpy thereof to Purchasev [f Purchaser's offer is not accepted in such manner by the Acceptance Date, the same shall be thereafter null and void. [Remainder ofpage left blank intentionalJy; signature page follows] {emo�y�ev�roovn�ecosroaes�aei;s � 10 IN WITNESS WHEREOF, this Agreement has been duly executed in multiple counterparts (each of which is to be deemed an original for all purposes) by the parties hereto on the respective date appearing below each party's signature to be effective on the Effective Date herein specified. SELLER INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: Name: Title: Date: August , 2012. PURCHASER NORTHPOINT DEVELOPMENT, LLC By:i - �r-r Name: .v�1-rH.4�NiEt t1�6£Do/�+�-� Title: /�aPES�tlt'u!' �[ ca Date: August S , 2012. ESCROW AGENT RECEIPTS The undersigned Escrow Agent acknowledges receipt of this Agreement of Sale and Purchase and agrees to be bound by the terms of this Agreement this day of August, 2012. ASSURED QUALITY TITLE COMPANY By: Name: Title: (P:/DOC1/1893NOI/ARGOSN0657061;7 � 11 EXHIBIT A LEGAL DESCRIPTION All of Lot 5, ARGO INNOVATION PARK, a subdivision in Riverside, Platte Counry, Missouri �P1DOCe/1893/0111/ARG05/00657061;3 � 12 EXHIBIT B DEVELOPMENT REGULATIONS See attached Ordinance No. 1087 attached hereto. �P:/DOCS/1893PoOI/ARG05/00657061;7 � 13 BILL N0. 2011-035 ORDINANCE NO. � AN ORDINANCE AUTHORIZING AND ADOPTING AN AMENDMENT TO THE PLANNED OEVELOPMENT DI8TRICT ADOPTED BY ORDINANCE 2007-108, SUCH AMENOIIABNT TO APPLY TO THE BRIARCLIFF HORIZONB SITE AND SHALL BE KNOWN A8 THE BRIARCLIFF HORlZON8 PLANNED DEVELOPM�NT �ISTRICT. WHEREAS, Ihe property described in Exhibit A ettached hereto was rezoned as a part of a lerger tract o} propeAy In Octobar of 2007 from "GP-I — General Planned Industrfel DislricC' to "PD — Planned Devebpment Distrlct" end planned development standarda govemit�q development of the property were adopted et that time, all as aet fofth In Ordlnance 2007-108; and WHEREA8, the Clty hea entered Into a Master Development Agreement wfth Bdarcliff Realty, LLC ("Briarcl(ff Realty'} to develop the property descrihed In Exhibft A(the "Briaroliff Horizona 31te'); and WHEREA3, In connectian with euch development, Briarclfff Reafly desires to modity the planned development standards goveming deveiopment of the Brlarcliff Horizons Site and has aubmiRed an appiicadon was submitt�d to rezone the Brtarcltff Horizons Site by modiTying the detaila comalned In the plenned devetopment atandarda approved 6y the Board of Aldertnen contained In Ordfnan� 2007-108; and WHEREAS, at ita meetfng on September 22, 2011 the Planninq Commission of the City of RNeralde, Mlssouri canducted a public heariny wherein k ravlewed and considered the request to amend the epproved regulationa for the BriarcUff Horizana Plannad Development Diatrict ("Brlarcliff Horizone PD°} and such public hearinp was continued to October 27, 2011 for fuRher evaluetion nd consideratlon; end WHEREAS, the Planning Commisefon recommended approval af the rezoning application on October 27, 2011 to the Board ot Aldermen; and WHEREA3, the Board of Aldermen of the Ctty of Riversida, Mleaourl at Ite regular meeting of October 4, 2011 opened the public hearing for Briarclfff Horizons PD end Immediately coMlnued it to October 18, 2011, at which tima the Board of Aldermen re-opened tha pubtic heaNng antl conNnued it to !ts regular meeting on November 1, 2011 at which time the recommendation of the Planning Commiasfon was presented, the publ(c hearing was held and the Board of Aldarmen had � oppoftunity to consider the matter; and WHEREAB, the Board of Aldermen find edoptfon and approvel of the BrlarcBff Horizons PD to be in the City's beat intereat and will promote the public health, safety end weltaro; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVER8IDE, MISSOURI, A8 FOLLOW3: SecUoh 1— Anaroval qf Zonina A�endment The Board of Aldermen approve the planned development amendment aet forth In Exhibit B alteched hereto for the BHarcl(ff Horizons Slte, legally described In Exhibit A attached hereto. Such planned development amendment ahall be known as the BrlarGiff Horizona Planned Development Dlstrld (Briardiff Horizons PD). All development occurting on the Briarcliff Horizons Site shall adhere to the atandards deecribed in Exhlbit B along with ail other provlsions set forth in the City Code and Unffled Development Ordinance W the City of Riverside. Approvai of ihe Brfarcliff Horizona PD doee not relieve tha applicaM trom following all other appllcable codea and laws of the City of Rfverside or other govemmenfel agency, nor doea it relfeve the applicard from submitting necessary site plane or applying for all neceeaary building permits, electrieel permfta, aign permita, or occupation licensea requlred by Cily Code. The standards set torth in the Brlar�liff Horizons PD shall have precedenca where such conditlons are more restrictive than thoae aet forth in City Code. BILL NO. 2011-036 ORDINANCE Np. /Q 8 7 Sectlon 2— Annlication To Remalnder Of Prooertr. The provlsions of the Planned Qevelopment DistMct development standarda approved and edopted by Ordinance 2007-108 tor Ihe remalnder of the development area effected by the P� approved by such ordinance shall remaln In effect for the romalnder of such property. $ection 3— Failure To Co�piv. 7hat failure to compty wlth any of die condNions or provlaions conteined in thla ordlnance shall consiflute a vloletlon ot both ihis ordlnenee and iha City's UniAed Development Ordinance in additfon to other penalHes wh�h may be wntafrred in the City Code. Secffon 4— Severab(�j�r lause. The provisions of lhis oMinance are aeverable and if any proviabn hereof la deciared Invalid, unconstituilonal or unenforesable, such determinadon ahail not aftect tfte veAdity ofthe remalnder of this ordinance. Se¢Non 6— EHectivs Dats. Thla ordinanCe ahall be in full force and effed from and after the date af Ita passage and approval. BE IT REMEMB�RED that the ebove was read two times by heading only, passad and approved by e maJorJty pf he 8oard of Aldermen and approvad by the Mayor of the City of Riveraide, Misaouri, thfs �__ day of 'Vl nJembEr , zo� �. . . �� -��"� � � Kathleen L. Rose, Mayor : ATP�ST! � " . , �� � Rdbin l.itlYell, C y Clerk , Approved as to form: •+.J Nan mps , Cfty Attorney � Horizons "PD" Regulations A. Building Lines. There shall be no tninimum front and rear setback requirements for the Planned Development. Building separation shall be a minimum of twenty (20) feet and separation of baildings will be required to meet minimum sepacarion standards govemed by the adopted building code of the City. Building setbacks shall be set by final development plan and where applicable 8nal plat B. Buildine Materials and Construction. All buildings and other atmchues within Horizons Business Park shall be constructed of attractive exterior sides of high quality materials including masoncy, concrete, glass, and metal (when used in an incidental role). Specific materiels which will be excluded includa exposed (i) galvanized metal facades, (ri) nondecoraNve cinder or concrcte block, and (iii) double T concrete panels. Exteriox mechanical or electrical equipment, including, but not limited to, HVAC equipment shall be so placed or screened that the predominant design lines of the building or structure continue without visual distraction or interruption. If the function of the building or structure dictates placement of such equipraent in such a menner or location that the building exteriar walls themselves are unable to screen the equipment from view of adjacent existing or proposed skeets or highways, they must be separately screened using materials compatible �vith the approved building materials with use ofa an appmpriately designed parapet wall and the height of such screening shall bc equal to the height of the equipment to be screened; orwith acceptable landscaping. Accessory buildings, enclosures, appurtenant struchues to, or extrusions from, any building or structure shall be of similar or compatible matetlals, design and construction. C. Buildine Materiat Colors. Color of materials used on the construcfion of all buildings, enclosures, and appurtenant shuctures shnll be consistent throughout the entire developmont and will pmsent a predominanUy wazm earth tone appearance. ExacY color palette end materials will be approved by 5nal development plan. D. P aTICiT1E• Employee,customer,ownerortenantpazkingshallbetheresponsibilityofthe property owners and they shall provide all necessary parking facilities entirely on their property. Parking oaprivate or public streots or highways within the subject property is expressly prolvbited. All parking azeas and drives and access shall be paved with an itnpervious surfaca equal to asphalt or concrete and maintained by the owner in a well-kept condition. Each parking space pmvided s6a11 be designated by lines painted on the paved surfaces and shall be adequate in nres, geaerally spaces will be sized nine feet wide by eighteen feet long (9' x 18') when a curb abuts and nine feet wide by twenty feet ]ong (9' by 20'} when not abutting a curb. For the office portion of the Planned Development, it shall be the gencral standard thst no parking spaces, parking aisles or roadways, except the access way, shall be permitted within the fmnt ten (10) feet of the front setback. If parking spaces are provided in front of the building a landscape buffer shall be provided as described in the landscaping section of tFris regulstion. Adequate off-street parking shall be provided by each Owner and tenant for its customers, employees and visitors; and the pazking xatios will be provided in the preliminary development plan and witl be reviewed and approved by the City. E. Off-StreetLoadin¢. ProvisionforhandlingalltruckservicemustbetotallywiUilnthe building site. Buildings adjacent to the night-of-way ofHorizons Pazkway and I-635 ahall not have loading docics visible for these right-of-ways. Docks and loading areas facing non-industdal uses within the devclopment shall be scmened in accordance with the landscape provisions described in the PD regulations. All loading shall be paved with an impervious surfsce equal to asphalt or concrete. All side and rear loading service azeas shall be properly screened from view from all existing or proposed streets, roads, or lilghways by walls, earth berms, and/or plant material. F. Outside Storage and Eauinment. Outside stoxago areas aze not pernritted within the Planned Developmerit unless approved via a Special Use Permit, This regulation does not apply to the customary trailer parking activities associated with tenants inside the Planned Aevalopment. Far the office portion of the Planned Development, facilities for storage ofwaste and rubbish shall be maintained within a screened area ia closed metal containecs of type approved. Each Owner and tenant shall keep its premises, buiidings and improvements and appnrtenances in a safe, sightly, clean, neat and w.halesome condi6on, and shall comply in all respects with all governmental, health and police requirements. Each Owner and tenant shall remove, st its own expense, any rubbish or trash of any character wbich may accumulate on its pmperty and shall keep unlandscaped and landsceped areas neat and well-msintained. Rubbiah end tresh shall not be disposed of on the premises by buming in open fires ar inoineratoxs. All rubbish and trash containers shall be properly screened by an appropriate enclosure. G. Permanent Park Sienaee. No sign shall be erected, placed oc otherwise installed upon a Building Site or a�xed to a Building, struchn�e, or other improveanent erected on a Building Site undl the plans for such sign shall have been approved by the City. Flashing ormoving signs shall be prohibited. Product or service replicas or models shall be prohibited, unless allowed pertha Unified Development Ordinance or the locatian, size, design and color of all signs must be in keeping with the character of the Park. 1. Park Monument Si¢ns. Perk Monument Signs shall be utilized to identify the development as whole and not individual businesses and shall only be.permitted to the Master DeveloperofthePlannedDevelopment. ThreeParkMonwnentSignssl�allbepermitted,eachwitha maximum sign face of rivo-hundred fiRy (250) sq. ft. Park Monument Signs are allowable in the public right-of-way. 2. Park Entry 5i�s. ParkEntry Signs shall be utilized to identify main entrences of the development and not individual businesses and shall be permitted to the Master Developer of s the Planned Development. Three Park Entry 5igns shall be permitted, each with a maximum siga face of thirty-six (36) sq.ft. Park Etttry signs are allawable in the public right-of-way. 3. Pazk Directional Siens. Pazk Directional Signs shall be utilized to identify buildings address, name of busincss, and in appropriate cases Iogos oftha compazry occupying. Each building shall be permitted to have a Park Directional Sign, each wIth a maximum aign face of twenty (20) sq.ft. 4. Buildinp Facade Signs. Building Faqade Signs shall be attached to tha building to identify individual businesses and shall be approved as a component o# the Final Development Plan. Industrial Buildings- Each individual tenant may have a maximum of two (2) walls signs per building, with a maximum of one (1) sign per side ofbuilding. The maxunum sign face per sign shall be ono-huttdred twenty (120) square feet, except for a building with a single tenant, the maximum sign face per sign shall be one-hundred fifly (I50) square feet. For signs with one line of copy, the maximum letten c�ight shall be sixty (60) inches per letter. For signs with rivo lines of copy, the maximum letter height shall be forty-eight (48) inches per letter. Office Buildings- Each building may have a maximum of two (2) building fagade signs. The total maximum sign face per building st�all be eighty (80) square feet, with no sign being larges than fifty (50) squsre feet. For signs with one line of copy, the msximum letten c�ight s}tall be sixty (60) inches per letter. For signs with two linas of copy, the maximum letter height shall be forty-eight (48) inches per letter. 5. For Sale or Lease Si¢ns. A temporary wood, metal, or plastic sign may be erected on a developed building site to offer the properiy for sale or lease. One (1) such sign, having a maximum area of thirty (30) square feet for buildings less than 50,000 square feet, thirty-five (35) square feet for buildings moxe than 50,000 square feet but less than 150,000 square feet, and sixty (60) square feet for buildings more than 150,000 squate feef. 6. Tempo� Sicns. Paper signs, s6ckets, haosfers, signs printed or affixed to, or visible through the windows, doors or exterior walls of a building or other aigns of a temporary character or purpose, regardless of tlie composiNon ofthe sign or the materials used therefore, aze expressly prohibited. 7. Constmctian Si¢ns. A temporary wood, metal, orplastic sign wlil be allowed during the construction of a building project. Such signs may be either single or double faced with • each face having a maximwn area of fifty square feet for 6uilding sites, less than three (3) acres and eighty square feet for bailding sites of three (3) acres or more. All signs permitted under fl�is provision will be removed immediately upon issuance of en occupancy permit for any building constmcted on the site. H. Landscaninc. All open azeas on any building site not occupied by buildings, storage, parldng, access roads and loading shall be suitably graded with a slope not to exceed 3:1 to a[low for � mowing, and drainage and shal! be maintained in lawn, trees, and/or shrubs, including lawn irrigation in ell such azeas. Ik is fhe intent of tliesc regulations to provide a park-i�7ce setting far the buildings, as well as to screen objectionabie areas. Office Park: Building sites shall be landscaped in accordance with the geneial landscaping plan for ihe Park. All lots are required to provide a minimum landscape buffer of ten feet (10') along public right-of-way, utilizing deciduous shade and omamental trees; evergreen trees and shrubs. Buildin¢Site(PerviousArea� BuildingsiYeshallincludeaminimumofone (1) two and one-half (2-%,) inch caliper deciduous or evergreen tree (8' in height) for each two thousand five l�undred (2,500) squate feet ofpervious / gceen space area, to be planted in side yazd, &ont yard or rear of building at common area. Substitutiona are allowed for Pervious area calculation only basui upon the following: 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) = 20 shiubs 3' in height or 2 ornamental trees 6' in height Buildina Frontage at Street: l Shade Tree (2-1/2" csl.) or Evergreen Tree (8' ht) for every 40 feet of sheet frontage to be planted along the atreet right-of- .�y. CommonArea side orBuildineReaz: l Shade Tree (2-1/2" cal.) orEvergreen Tree (8' ht) for every 40 feet of frontaga on common area such as, lakes and canals. Pazkine Lots: Landscaped islands should be added at the ends of all parking rows and should be bermed and planted with either sod or landscaping. . 1 5hade Tree (2-1/2" cal.) ot Evergreen Tree (8' ht) for every 200 square faot of pazkiag lot islands. • Fifty percent (50%) of the pazking lot ahould be screened from view with shrubs 3' rn height. Buildin� Foundation: Fortyperoent 40% ofthebuildingfoundadon should be landscape with ground covers, shrubs and omamental trees. Tndustrial Park: Building sites shall be landscaped in accordance with the general landscaping for the Pazk: Buildine Frontaee at Street: l Shade Tree (2-1/2" cal.) or Eveigreen Tree (8' ht) for every 40 feet of street frontage to be planted along the street right-of- way. Common Area side or Buiiding Rear: 1 St�ade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) for every 50 feet of frontage on common area such as, lakes and canals. Parking Lots: Landsceped islands should be added at the ends of all parking rows end should be bermed and planted with either sod or landscaping. • 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) for every 200 a square foot ofpazking lot islands. • Parking lot screening is encouraged where green space exists. Screening should be sluubs 3' in height not exceed 20% of the total frontage. Buildine Foundation: Building foundations should be landscaped at building entries and sides with groundcovers, shrubs and omamental trees. The landscape development, having been installed, shall be maintained by Owner in a neat and adequate manner, which shall include tha mowing of lawns, triawung of hedges, other such maintenance and watering including the installation of ]awn irrigation on all sites. T'he landscaping shall be nnplemented aud completed within six (6) months after ceitificate of occupancy of the building has been issued. I. Ea�erior Liahtine. Lighting of buildings and public areas, such as pazking, plazas, landscaping, fountains, sculptures, and walkways is required. All site lighting wiil be accomplished by using concealed source fixtures with a minimum average illumination in accordance with the requirements ofthe City ofRiverside, Missouri. All exterior lighting will be metal halide orwhite in color and constantin nature, specifically excluding iraveling, flashingor intemrittentillumination of any kind and must be so arranged or shielded as to avoid glare or reflection onto any adjacent existing or proposed sheets, highways, ponds or building sites, Pole mounted fixtures will have e msximum pole height of thirty-hvo (32) feet, including the bese. J. Under�round Utilities. Pipes. Etc. No pipe, conduit, cable, line or the like for watcr, gas, sewage, drainage, steam, electricity, or uny other energy or service shalLhe installed or maintained upon any building site (outside of any buildin� above the surface of the gtound, K. Fencina. All fencing on any building site shall be compatible witl� thc building materials used in the construction ofthe maj or structure on said btilding site. AII metal fencing shall be wrought iron like and shall be screened by landscaping &om view from existing or proposed streets, lughways and con6guous building sites. � L. Animals. No livestock, poultry or other animals shall be kept on enypart of the Park s RESOLUTION NO. R- 2012-141 EXHIBIT B LEGAL DESCRIPTION OF PROPERTY All of lot 5 of ARGO INNOVATION PARK, a subdivision in the City of Riverside, Platte County, Missouri, subject to all easements and restrictions of record. RESOLUTION NO. R- 2012-141 EXHIBIT C FORM OF SPECIAL WARRANTY DEED IDA TO NORTHPOINT THIS INDENTURE is made as of xxxuxxxxxx . 2012 by The INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a public corporation organized and existing under the laws of the State of Missouri, as grantor ("Grantor"), with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150 to NORTHPOINT DEVELOPMENT, LLC, a Missouri limited liability company, as grantee ("Grantee"), with mailing address of 6300 North Revere — Suite 225, Kansas City, Missouri 64151. WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other valuable consideration to it in hand paid by Grantee (the receipt of which is hereby acknowledged) does by these presents, BARGAIN and SELL, CONVEY and CONFIRM unto Grantee, its successors and assigns, the lots, tracts or parcels of land, lying, being and situate in the County of Platte and State of Missouri as described as follows: All of Lot 5,ARG0 INNOVATION PARK, a subdivision in the City of Riverside, Platte County, Missouri, subject to all easements and restrictions of record, TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto Grantee and unto its successors and assigns forever, Grantor hereby covenanting that it is lawfully seized of an indefeasible estate in fee of the premises herein conveyed; that it has good right to convey the same; that said premises are free and clear from any encumbrance (except as referenced above) done or suffered by it; and that it will warrant and defend the title to said premises unto Grantee and unto its successors and assigns forever, against the lawful claims and demands of all persons whomsoever claiming under it except as above stated. IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day and year first above written. THE INDUSTRIAL DEVELOPMENTAUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: xxxxxxxxxxxxxxxxxx Leland Finley, President ATTEST: By: xxxxxxxxx Sarah Wagner, Secretary RESOLUTION NO. R-2072-741 ACKNOWLEDGEMENT STATE OF MISSOURI ) )SS COUNTY OF PLATT'E ) ON THIS xxx day of xxxxxxxxx , 2012, before me, the undersigned, a Notary Public in and for said County and state, personally appeared Leland Finley, to me personally known, who being by me duly sworn, did say that he is the President of The Industrial Development Authority of the City of Riverside, Missouri, a public corporation duly organized and existing under the laws of the state of Missouri, and that the seal affixed to the foregoing instrument is the seal of said Authority, and that said instrument was signed and sealed in behalf of said Authority by free act and deed of said Authority. WITNESS my hand and official seal in the County and State aforesaid, the day and year first above written. xxxxxxxx Notary Public Signature (Seal) xxxxxxxx Printed or Typed Name My Commission Expires: