HomeMy WebLinkAboutR-2012-142 Sale of Tract 27 - South of Goodwin to Northpoint RESOLUTION NO. R- 2012-142
A RESOLUTION AUTHORIZING AND DIRECTING THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI TO TRANSFER AND CERTAIN
PROPERTY TO NORTHPOINT DEVELOPMENT, LLC; AND AUTHORIZING OTHER
DOCUMENTS AND ACTIONS RELATED THERETO (Part of Tract 27 - South of Goodwin)
WHEREAS, The Industrial Oevelopment 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 10, 2012 NorthPoint Development, LLC ("NorthPoint")
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 NoRhPoint is a part of the
Mortgaged Property, the legal description of which is contained in Exhibit B(the "Sale Property");
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
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;
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;
FURTHER THAT the sale of the Sale Property by the IDA to NorthPoint at the price of
�';�r�'; 8�0;°=� 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;
RESOLUTION NO. R- 2012-142
FURTHER THAT the payment of $�,�Si �(.��°� 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 Mor�qage
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 o�cers 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 ADOPTED � the Board of� A�l APPROVED by the Mayor of the
City of Riverside, Missouri, the � day of — GL��, 2012.
_..�.1�'�ru � ;
"" Kathleen L. Rose, Mayor
ATTES �°
� -i:��
Rotlin' Litt�e71, `City Clerk
, o � Approve to Form:
A
n y Thom on, City Attorney
RESOLUTION NO. R- 2012-742
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 Da[e hereinafter det"i�ed by and be[ween the INDUSTRIAL DEVELOPMENT
AUTHORITP OF THE CTTY OF RIVERSIDE, MISSOURI ("Seller'), and NORTHPOINT
DEVELOPMENT, LLC, a Missouri limited liability company, and/or i[s assigns ("Purchaser"). In
consideration of the agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which aze hereby acknowledged, Seller and Purchaser hereby agree as follows:
WHEREAS, Seller currendy owns the real property comprising 490,000 square feet as described
in E�chibit 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, 'CIIEREFORE, in consideration of the premises, TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration, [he receipt and sufficiency of which are hereby acknowledged,
and [he 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 Purchaser agrees to purchase
from Seller, the Land. The Purchase Price ([he "Purchase Price") for the Land shall be Two Hundred
Ninety-Four Thousand Five Hundred Dollars ($294,000.00). It is acknowledged and agreed that the Land
described herein to be purchased is subject to being pla[[ed in accordance with applicable state and
municipal law.
1.02 Escrow Agent. An executed copy of this Agreemen[ shall be delivered to Assured
Quality Tide Company, Attention: Don Rodgers, 1001 Walnut Street, Kansas City, Missouri 64106,
phone number (816) 221-288Q fac 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 [hree (3) 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 "Tide Commitment") issued by Assured Quality Title Company (the "Title Insurer')
showing Seller as the record [iUe owner of the Iand, by the terms of which the Escrow Agent, as agent for
the Tide Insurer, agrees [o issue to or for Purchaser a standazd ALTA form of owner's policy of [ide
insurance (the "Title Policy") a[ the Closing with respec[ to the Land in the amount of the Purchase Price,
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insuring Purchaser's fee simple tide to the Land [o be good acid indefeasible subject to the terms of such
Tide Policy and the exceptions specified therein, toge[her with readily legible copies of all documents and
pla[s, if any, which aze referred to in the Title Commiunent. Seller and Purchaser shall pay [he expenses
of obtaining the Tide Policy as hereinafter provided. The Tide Policy shall exclude all standard pre-
printed exceptions.
2.02 Survey. Purchaser shall, at Purchaser's sole cost and expense (bu[ subject to
reimbursement by Seller a[ the Closing), cause to be prepazed and furnished to Purehaser, Purchaser's
legal counsel and [he Escrow Agent, an ALTA survey (the "Survey") oF the Land prepazed by a surveyor
of Purchaser's choosing (the "Surveyor") as of a date which is subsequent to the Effective Date.
2.03 Review of TiUe and Survey. Purchaser shall have a period of time (the "Title Review
Period') commencing on the Effecuve Date and ending on three (3) days prior to Closing in which ro
notify Seller in writing of any objections Purchaser has to any mat[ers shown on the Tide Commitment
and the Survey. All objections raised by Purchaser in the manner herein provided aze hereafter called
"Objections." Seller shall have the opUon, but no[ the obligation, to remedy or remove all Objections (or
agree irrevocably in wripng to remedy or remove all such Objections at or prior to Closing) during the
period of ume (the "Cure Period') ending on the eulier of (a) the second (2nd) business day after Seller's
receip[ of Purchaser's notice of such Objections, and (b) the business day immediately preceding [he
Closing Date. Except to the extent that Seller wres, or agrees in writing [o wre, such Objections during
the Cure Period, Seller shall be deemed to have elected not to wre such ma[ters. in the event Seller is, or
is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree
irrevocably to do so at or prior [o Closing) within the C�re Period, Ihen ei[her (i) this Agreement may be
ternunated in its entirety by or on behalf of Purehaser by giving Seller written nofice to such effect during
the period of time ([he "Termination Period") ending on the eazlier of (A) [he second (2nd) 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 obligapons, liabilipes or claims hereunder, or
(ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser [o be deemed [o
have waived such Objections if notice of termination is not given within the Termination Period. Any
title enwmbrances or exceptions which are set forth in [he Tide Commitment or Survey and to which
Purchaser does not objec[ on or prior [o the last day of the Title Review Period (or which are theteafter
waived or deemed to be waived by Purchaser) shall be deemed [o be permitted exceptions ([he "Permitted
Exceptions") to the stams of Seller s tide to the Land.
ARTICLE III
CONDITIONS PRECEDENT TO CLOSING
3.01 Purchaser's Conditions Preceden� Purchaser's obligation to consummate the
transacuon contempla[ed herein is condidoned upon sa6sfaction of Seller's performance or compliance
with all of Seller's covenants, agreements and obligations under this Agreement.
3.02 Seller's Conditions Precedent. Seller's obligation to consummate the transaction
contemplated herein is conditioned upon satisfaction of each of the following conditions at or pdor [o the
Closing, any one or more of which condidons precedent may be waived by Seller in Sellers sole
discretion:
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(a) Representations and Warranties. None of the representations and warranties of
Purchaser set forth in Section 3.03 of this Agreement shall be unwe or inaccurate;
(b) Purchaser's Obligalions. Purchaser shall have perFormed or complied with all
of Purchaser's covenants, agreements and obligations under this Agreement; and
(c) No Bankruptcy Proceeding. There shall not have been instituted by or against
Purchaser any bankruptcy proceeding.
3.03 Purchaser's Representations and Warranties.
(a) Purchaser's Authority. This Agreement has been duly authorized by requisi[e
action and is enforceable against Purchaser in accordance wi[h its [ertns; neither the execution and
delivery of this Agreement nor the consummation of the sale provided for herein will constit�te a
violation or breach by Purchaser of any provision of any agreement or o[her instrument to which
Purchaser is a party or to which Purchaser may be subject although not a par[y, or will result in or
consti[u[e a violation or breach of any judgmen[, order, wri[, junction or decree issued agains[ or binding
upon Purchaser,
(b) No Pending Proceedings. Purchaser has no actual knowledge tha[ [here is any
action, suit, proceeding or 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 warran[s that(A) Purchaser and each person or
entity owning an in[erest in Purchaser (i) is not currendy identiFied on the list of specially designated
nationals and blocked persons subject to financial sancuons that is maintained by the U.S. Treasury
Departmen[, Office of Foreign Asse[s ConVOI and any other similaz lis[ maintained by the Office of
Foreign Assets Control (the "List"), and (ii) is not a person or entity with whom a citizen of the United
Sta[es is prohibited to engage in transactions by any trade embargo, economic sanction, or other
prohibi[ion of Uni[ed States law, regulation, or Exewtive Order of [he Presiden[ of the Uni[ed States, (B)
none of the funds or other assets of Purchaser constitute propeRy of, or aze bene5cially owned, direcdy or
indirectly, by any Purchaser Embazgoed Person (as hereinafter defined), (C) no Purchaser Embargoed
Person has any interest of any na[ure whatsoever in Purchaser (whether directly or indirecdy), (D)
Purchaser has implemented procedures, and will consistendy 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, enuty or government subject to trade restrictions under U.S. law,
including but no[ limited to, [he Intemational Emergency Economic Powers Act, 50 U.S.C. §1701 et seq.,
the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations
promulgated thereunder, wi[h the resul[ [hat the inves[ment by Purchaser is prohibited by law or
Purchaser is in violation of law.
(2) Purchaser also shall requ'ue, and shall take reasonable measures to ensure
compliance with [he requiremen[, that no person who owns any other direct interes[ in Purchaser is or
shall be listed on any of the Lists or is or shall be a Purchaser Embazgoed Persoa This Section shall not
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apply [o any person to the extent tha[ such person's interest in the Purchaser is through a U.S. Publicly-
Traded Entity.
ARTICLE IV
CLOSING
4.01 Closing Date and Time. Provided [hat all of the conditions of this Agreement shall have
[heretofore been satisfied, [he closing (the "Closing") of the purchase and sale of the Land shall be
conducted at such ume and location as shall be mu[ually agreeable to Seller and Purchaser; provided,
however, that the Closing shall ocwr on or before October 15, 2012. The date on which the Closing
acmally occurs is referred [o herein as [he "Closing 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 Ihe
Land, subject to the Pernutted Exceptions;
(b) Non-foreign Person Aftidavit. Exewte and deliver an affidavit in form and
substance reasonably satisfactory to Purchaser cont that Seller is not a foreign person or entity
within the meaning of Section 1445 of the Intemal Revenue Code of 1986, as amended;
(c) Evidence of Authority. Deliver to Purchaser such evidence of Sellers authority
to consummate the sale of the Land as is contempla[ed 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;
(e) Owner's TiUe Policy. Deliver or cause the Tide Insurer [o commi[ to delivering
the Title Policy;
(t) Tax Certificates. Deliver [aac certificates or other written evidence showing that
there are no delinquent taxes, assessments or PILOTS affecting the Land as of the Closing Da[e;
(g) Assig►ment of Contracts and Assignment of Leases. Deliver to Purchaser an
absolute assignment of all Con[racts concerning the I.and entered in[o by Seller, if any; and
(h) Other pocuments. Execu[e, acknowledge where required and/or deliver any and
all other items contemplated by the terms of [his Agreement or reasonably required by Purchaser or its
legal counsel or by the Fscrow Agent.
4.03 Purchaser's Closing Matters. A[ [he Closing, Purchaser shall do the following:
(a) Purchase Price. Deliver the Purchase Price to the Escrow Agent by U. S.
Federal Reserve System wire transfer or other immediately available good funds;
(b) Evidence of Authority. Deliver such evidence of authority [o close the purchase
of the Land pursuan[ [o this Agreement as Seller or the Escrow Agent reasonably requests; and
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(c) Other Items. Execute, acknowledge where required and/or deliver any and all
other items contemplated by the terms of this Agreemen[ 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 Tide Policy (including
deletion of the standazd exceptions set forth in Secpon 3.01), all recording chazges for the Deed, all costs
of the Tide Policy, all costs of the Survey, and any special chazges or assessments affecting the I.and
required to be paid prior to Closing to deliver unencumbered title to the Land to Purchaser. Purchaser
shall pay all cos[s and expenses relating to Purchasers financing, including any recording fees for
Purchasers 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 Tide Policy.
Each pazty shall be responsible for the payment of its own attomeys' fees incurred in connection with this
Agreemen[ and all other expenses which such party incurs. The parties shall split any escrow fee and
expenses chazged by the Escrow Agent.
4.05 ProraUons. Prorations shall be made as follows as of 12:01 a.m. on the Closing Da[e:
(a) Rents and Income. Collected rents and other income from the Land, if any,
which aze attributable to the period of ume in which the Closing occurs shall be prorated be[ween the
parties as of the Closing, a�d Purchaser shall receive credit against the Purchase 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, tha[, if Purchaser collects any delinquent rents or expense reimbursements
after Closing, Purchaser agrees to pay to Seller any delinquent ren[s or expense reimbursements
attribu[able to the period prior to the Cbsing Da[e 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 Taxes. Real a�d personal proper[y ad valorem taces,
assessments and PILOTS per[aining to the Land for the yeaz in which the Closing occurs shall be prorated
as of the Closing (collectively, "Tares"), based upon acmal days involved. Seller shall be responsible for
all Taxes pertaining to the Land for any period prior to the Closing. Purchaser shall receive credit on [he
amount of the cash payments to be made by Purchaser pursuant here[o for the prorated amount of such
Taaces for the year of Closing which is chargeable to Sellec In connection with [he proration of Ta�ces, if
actual figures for the year of the Closing aze not available at the Closing, an estimated, [entative proration
of Taxes shall be made using most recent assessment and tax ra[e informa[ion available; provided,
however, that, when the actual ta�ces for the year of the Closing are available, a corrected proraUOn of
taaces shall be made. If such Ta�ces 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 taaces 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 [he Closing, with any such paymen[ to
be made within ten (10) days after notification by either party [hat 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 [hat is no[
within the Land, then the Talces attribu[able to such tax parcel for the land value only and excluding [he
value of any improvements there for the year of Closing shall be allocated between the Land (or
applicable portion thereo� and the other portions of such [a�c pazcel on the basis of the percentages which
[he gross surface areas of the Land (or applicable portion thereo� and such other portions of such ta�c
parcel represent of the total gross surface area of such taac pazceL If all or part of the Land is located in a
ta�c parcel for the year of Closing which includes propecty that is not within the Land, and all Taxes
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attributable to such tax parcel shall not have been paid in full at or prior to [he Closing Date, each of
Seller and Purchaser shall be obligated to deposit in escrow with the Escrow Agent at Closing ac� amount
equal to the Taxes esumated to be due wi[h respec[ [o their respective portions of such ta7c pazcel for the
entire yeaz of Closing, which amounts will be held by Fscrow Agent pursuant to an escrow agreement in
form reasonably acceptable to Seller and Purchaser. This provision shall survive the Closing.
(c) Other Taxes and Assessments. All Ta�ces [o the Closing Date (including
installments due after the Closing Date wi[h respect to special assessments which are payable in
installments) and all Ta�ces for periods prior [o Ihe ta�c year in which the Closing occurs shall be paid in
full by Seller on or before the Closing Da[e. Seller shall be responsible for and indemnify Purchaser
against any Ta�ces attribu[able to the period prior to the Closing Date, including, but no[ limited to, any
Ta�ces deferred to subsequent years due to an exemption or special use valuauon.
(d) Post-Closing Adjustments. Seller shall, on or before the Closing, furnish to
Purchaser and [he Escrow Agent all information reasonably available to Seller that is necessary to
compute the foregoing proration of Taxes. To the ex[ent possible, the amount of any adjustment described
in this section shall be es[imated and paid at the Closing based upon the best information available to
Purchaser and Seller at the time, and shall be adjus[ed as soon thereaf[er as may be reasonably practicable
when final billings are available or when such amounts may be determined with reasonable ceRainty. The
foregoing obligations shall survive the Closing, any other provision hereof [o the contrary
notwithstanding.
ARTICLE V
REMEDIES
5.01. Purchaser's Remedies.
(a) Remedies for Failure to Close. In the event that Seller fails or refuses to convey
the Land at Closing and Purchaser has satisfied all of Purchasei 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 menuoned herein shall be relieved and released of all further obligations, claims
and liabilities hereunder, (b) to waive, prior to or at the Closing, [he applicable objection or condi[ion and
proceed to [he Closing of the transaction contemplated hereby in accordance with the remaining terms
hereof; or (c) seek specific perFormance of Seller's obligation to convey [he Land under this Agreemen[.
Conwrrently 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 conswctive notice of the existence of this
Agreement.
5.02 Seller's Remedies. If Purchaser wrongfully fails or refuses to perform Purchaser's
obligations pursuan[ to this Agreement, Seller not being in material defaul[ hereunder, Seller shall be
entided, as Seller's sole and exclusive remedy, [o terminate [his Agreement by written notice to Purchaser.
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ARTICLE VI
MISCELLANEOUS
6.01 Fscrow Instructions. Intentionally Omitted.
6.02 Integration. This Agreement consti[utes the entire and final expression of the agreement
of the parties hereto and supersedes all prior agreements and understandings of the parties, either oral or
writtea There are no other agreements, oral or written, between the parties regazding the Land.
6.03 Moditication. This Agreement can be amended only by written agreement signed by the
parties hereto and by reference made a pazt hereof.
6.04 Binding Et�ect. This Agreement shall be binding upon and inure to [he benefi[ of Seller
and Purchaser, and their respective heirs, personal representatives, successors and assigns.
6.05 Notices. My notice, communication, request, demand, reply or advice (severally and
collectively referred to as "Notice") in this Agreement required or pemutted to be given, made or
accepted must be in writing. Notice may, unless otherwise specifically provided herein, be given or
served (a) by deposiung the same in a receptacle regularly maintained and serviced by [he United S[ates
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
commercial courier. Notice sent by registered or certified mail in the manner hereinabove described shall
be effecpve on the earlier of the third (3rd) business day after such deposit or the acmal receipt thereof.
No[ice given by commercial courier shall be effective on the date delivered [o the o[her party. For [he
purposes of Notice, the addresses of the par[ies shall, undl changed as provided below, be as follows:
Seller. Indus[rial Development Authority of the City of Riverside, Missouri
c/o The City of Riverside, Missouri
Attention: Mayor
City Hall
2950 NW Vivion Road
Riverside, MO 64150
Purchaser: Nor[hPoint Developmen[, LL,C
Attention: Nathaniel Hagedom
6300 North Revere, Suite 225,
Kansas City, Missouri 64151
The parties hereto shall have the right from time to time to change [heir respecuve addresses, and each
shall have the righ[ to specify as its address any other address within the United States of America, by not
less [han ten (10) days' prior written notice to [he other party.
6.06 Brokerage Comroissions. Each pazty represents and warran[s [hat no real es[ate
brokerage cortunission fee is payable to any person or entity in connecdon wi[h the transaction
contemplated hereby, and each party shall indemnify, defend and hold the o[her party hannless from and
against the payment of any commission or fee to any person or entity claiming, or alleging to claim, by,
dvough or under the indemnifying par[y.
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6.07 Time. Time is of the essence in all things peRaining to the performance of this
Agreement.
6.08 Survival of Obligations. To the extent necessary to carry out the terms and provisions
hereof, the terms, conditions, warranties, representa[ions, obligations and righ[s set forth herein shall not
be deemed [erntinated at the time of the Closing, nor shall [hey merge into the various documents
execu[ed and delivered at the ume of the Closing. All representations and warranties by Seller i� 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 mat[ers specified
in any such written notice to the extent that such matters aze not resolved or made the subject of litigation
instituted prior to the expiration of three (3) years after the Closing Da[e.
6.09 APPLICABLE LAW; VENUE; WAIVER OF NRY TRIAL. THE LAWS OF THE
STATE OF MISSOURI SHALL GOVERN TFiE CONSTRUCTION, ENFORCEMENT,
INTERPRETATION AND VALIDTCY OF THIS AGREEMENT. THE OBLIGATIONS OF THE
PARTIES ARE PERFORMABLE, AND VENUE FOR ANY LEGAL ACTTON ARISING OUT OF
THIS AGREEMENT SHALL LIE, IN PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER
EACH HEREBY WANE THE RIGHT TO A TRIAL BY JiJRY IN ANY PROCEEDING ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
6.10 Headings. The headings that have been used throughout this Agreemen[ have been
inserted for convenience of reference only and do not constitu[e matters to be conswed in interpreting
this Agreement.
6.11 Terminology. Words of any gender used in this Agreement shall be held and conswed
to include any other gender and words in the singulaz number shall be held to include the plural, and vice
versa, unless the con[ext requires otherwise. The words "herein," "hereof," "hereunder" and other similaz
compounds of the word "here" when used in Ihis Agreement shall refer ro the entire Agreement and not to
any particular provision or sectioa 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 stric[ly
against one party than against the other merely by vir[ue of the fac[ that it may have been prepared by
legal counsel for one of [he parties, it being recognized [hat bo[h Sellet and Purchaser have conVibuted
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 modified to the minimum ex[ent necessary to make it or its application valid and 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.
6.14 Counterpart Execution. This Agreement may be executed in several counterparts, each
of which shall be fully execu[ed as an original and all of which [ogether shall constitute one and the same
insWmen[.
(PNocx/1893/026/006754832 �
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WA 3786434.1
6.15 Further Acts. In addition to the acts recited in this Agreement [o be performed by Seller
and Purchaser, Seller and Purchaser agree to perform or cause to be performed at the Closing or after the
Closing any and all such further acts as may be reasonably necessary to consumma[e the transactions
contemplated hereby.
6.16 Litigation. In the event of liugation be[ween the parties with respect to [he Land, this
Agreement, the performance of the obligaUons hereunder or [he effect of a termination under this
Agreement, the losing party shall pay all reasonable attomeys' fees and expenses and court cos[s incurred
by the prevailing party in connection with such lidgapon.
617 Benefit. This Agreement is for the benefi[ only of the parties hereto or their respec[ive
heirs, personal representatives, successors and assigns, and no o[her person or entity shall be entided [o
rely hereon, receive any benefft herefrom or enforce against any party here[o any provision hereof.
6.18 Assi�ment. Purchaser may assign this Ageement and all rights hereunder withou[
restriction, provided tha[ (i) Purchaser shall remain jointly and severally liable with the assignee for the
obligauons contained in this Agreement (ii) Purchaser, and any assignee by accepting assignment of [his
Agreemen[, expressly agrees to defend and indemnify Seller from any litiga[ion arising out of the
assignment; (iii) written notice 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 [o be
fumished hereunder shall be prepared in such form as is reasonably accep[able to [he party receiving such
inswment.
6.20 Tenders of Performance. All tenders of pedormance shall be made at the Closing and at
or before the ume specified for the Closing.
6.21 Legal Holidays and Business Days. If any date herein se[ forth for [he performance of
any obligations by Seller or Purchaser or for the delivery of any inswment or nodce as herein provided
should be on a Saturday, Sunday or legal holiday, [he compliance with such obligadons or delivery shall
be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used
herein, the term "tegal holiday" means any federal holiday for which financial insdtutions or post offices
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 Nonwaiver. Excep[ as otherwise specifically provided for hereunder, no pazty shall be
deemed to have waived any of i[s rights hereunder unless such waiver is in writing and signed by the
party waiving such right. Except as o[herwise 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 waiver
on any one occasion shall no[ be conswed as a bar [o, or waiver of, any right or remedy on any future
occasion. Excep[ as otherwise provided in Sections 5.01 and 5.02 hereof, all rights and remedies, whether
evidenced hereby or by any other agreement, inswment or paper, will be cumula[ive and may be
exercised sepazately or concurrendy.
6.23 Effective Date; Acceptance. The effective date (the "Effective Date") of this Agreement
shall be tha[ date that [he last pazty hereto signs the Agreement.
�em�is93roz�oa�saxs:z �
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WA 3786434.1
6.24 Subsequent Land Sale. 7'he Purchaser, following acquisipon of the Land, may, in its
sole discretion, sell the Land (or a portion of the Land) to ano[her person or entity ("Subsequen[ Land
Sale"). The Purchaser may set the sales price for [he Subsequent Land Sale in its sole discretion (the
"Subsequent Land Sale Purchase Price"). Purchaser shall make a payment [o the City upon (a) a
Subsequent Land Sale which closes within one yeaz after the Closing, or (b) a Subsequen[ Land Sale
which closes later than one year after the Closing, but for which negotiations began within one year after
the Closing, equal to fifty percent (50%) of [he sum of (i) the Subsequent Land Sale Purchase Price, less
(ii) Purchaser's cost to purchase Ihe Land from the City. (For example, if Purchaser makes a Subsequent
Land Sale in the first yeaz following Closing at $1.50 per square foot, then the City would be entided to a
payment of $0.45 per squaze foot, [$1.50 -$0.60 =$0.90 x 50% _$0.45]). If the Purchaser sells or
otherwise transfers the Land (or a por[ion of the Land) for less [han the Purchase Price wi[hin one year
after Closing, the Seller shall be endtled to receive $0.25 per square foo[ of such sales price for a
Subsequent Land Sale. The obligation to pay the City the Subsequen[ Land Sale Purchase Price described
in this Section shall survive Closing for a period of one year and be in effect so long as the Purchaser
and/or Transferee owns any portion of the Land during such one year period. It is acknowledged and
agreed that the Land ul[ima[ely may be transferced [o Horizons West Land, LLC ("Transferee") within
seven (7) days after Closing and will not be subject to this Subsequent Land Sale provision.
[Remainder of page left blank intenaonally; signature page follows]
�P:/Doc.Wl693/02G/00675483:2 1
1�
WA 3786434.1
IN WITNESS WHEREOF, this Agreement has been duly exewted in multiple counterpat[s (each
of which is to be deemed an original for all purposes) by the parties hereto on the respective da[e
appearing below each party's signature to be effective on [he Effective Da[e herein specified.
SELLER
INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE CTTY OF RIVERSIDE, MISSOURI
B
Name:
Title:
Date: , 2012.
PURCHASER
NORTHPOINT DEVELOPMENT, LLC
B
Name:
Tide:
Date: , 2012.
ESCROW AGENT RECEIPTS
The undersigned Escrow Agent acknowledges receipt of [his Ageement of Sale and Purchase
and agrees [o be bound by the [erms of this Agreement this day of , 2012.
ASSURED QUALITY TITLE COMPANY
B
Name:
Tide:
�P9Docs/1893/026/OOb75483;2 �
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WA 3786434.1
EXHIBIT A
DESCRIPTION OF THE LAND
The Land generally is described as a portion of the real property located in Riverside, Platte County, Missouri
having Pazcel No. 23-3.0.07-000-000-012-000 (the location of such Parcel being generally shown in the map below)
comprising apprmcimately four hundred ninety [housand (490,000) square fee[ in the nor[hern part of said pazcel and
having a general dimension of 1,402.5 feet on the northern and sou[hem boundaries and 349 feet on the eastern and
westem boundazies. Upon con£vmation of the Land's legal descdption pursuant to the Survey, the Parties agree that
such legal description shall be inserted and appended to Ihis E�chibit A and shall be incorporated herein by [ltis
reference.
Exhibit A
Property Exhibit
Excsptian
N. Lfne, NW 1/I NE 50i20" NE Car. NW 7/4
Sec. ], TSdJ. R33W f.000 SF.t Froctional Sec. ], iSQN. RJJW
J49't 49Q000 S.F.t
1102.5'3 /�
E LMe, NW 1/t �' �Yp
Ssc. ]. TSON. RJJW �
� 0� •
DescripNon
The North 491,000 square feet, morc or less, of the Northwest Querter of F`accional Sec[ion 7, Township
50 North, Range 33 West, in thc City of Rivenidc, Pla[[e County, Mixvouri, except [he Northcast I,O00
squere feM, mom or leas, tnken for righ[-of-way, con[aiaing 490,000 aquare feet, more or less.
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11490 Srteng Lh�� Rovd I ix*��m. Kvav 66215 �
(913))1]-9500 I �'�^+'m+inh.rmrn+rc.mm
�PlDocs/1893/02N006754832 �
12
WA 3786434.1
RESOLUTION NO. R- 2012-142
EXHIBIT B
LEGAL DESCRIPTION OF PROPERTY
DESCRIPTION OF THE LAND
The Land generally is described as a portion of the real property loca[ed in Riverside, Platte Counry, Missouri
having Pazcel No. 23-3.0-07-000-000-012-000 (the location of such Pazcel being generally shown in the map below)
comprising approximately four hundred ninety thousand (490,000) squue feet in the nor[hem part of said pazcel and
having a general dimension of 1,402.5 feet on the northem and southem boundaries and 349 feet on the eastern and
wes[em boundaries. Upon confirmation of the Land's legal description pursuan[ to the Survey, the Parties agree that
such legal description shall be inserted and appended to this Exhibit A and shall be incorporated herein by Ihis
reference.
Exhibit A
Property E�chibit
Exception
N. Lfne. NW l/� NE 50'xT0' NE Cor. NW 1/4
Sac. J. TSON. RJ3W f.Q00 SF.3 F�ocftonal Sec ], T30µ R3JW
y �y t 49Q000 S.F.t
1�02.5'3
E LJne, NW 1/I �� ��
Sx. Z TSON. R,S,3W ] rr =SOO�
� �
� 25�� $00'
D¢SCripNOrt
'!he North 491,000 square feeq morc or less, of the Northwest Quarter of Fractional Sec[ion 7, Township
50 No�th, Range J3 W est, in the City of Riverside, Plxtte County, Missouri, exccpt the Northcast 1,000
squaro feec, mom or less, taken £or right-of-way, containing 490,000 square fce[, morc or less.
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11490 Sv.�g Lh�e Road I��. Kan�u 66215 �
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{PlUocd1893/026/006754832 1
12
WA 3766434.1
RESOLUTION NO. R- 2012-142
EXHIBIT C
FORM OF SPECIAL WARRANTY DEED
IDA TO NORTHPOINT
THIS INDENTURE is made as of xxxxxxxxxx . 2012 by The INDUSTRIAL
DEVELOPMENT AUTHORII'Y 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:
See Exhibit A attached
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: xxuxxxxxx
Sarah Wagner, Secretary
RESOLUTION NO. R- 2012-142
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
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:
_ _
..�.
�::'... ..
"X.1
r
EIL�TT A
DESCRIPTION OF THE LAND
The Land generally is described as a portion of the real property loca[ed in Riverside, Platte County, Missouri
having Pazcel No. 23-3.0-07-000-000-012-000 ([he location of such Pazcel being generally shown in the map below)
comprising approumately four hundred ninety thousand (490,000) squaze feet in the nor[hem part of said pazcel and
having a general dimension of 1,4025 fee[ on the northern and southem boundazies and 349 feet on the eastem and
western boundaries. Upon confircnation of [he Land's legal descripdon pursuan[ to the Survey, the Parties agree that
such legal description shall be inser[ed and appended to this E�chibit A and shall be incoiporated herein by this
reference.
Exhibit A
Property E�chibit
I Enceptian
N. Line, NW 1/4 NE 50 iT0' N£ Cor. NW 1/4
Sec. ], 150N. R33W 1,000 Si3 FoclionW Sec ], JSdV, R3JW
Jqy 490,000 SF.�
14025'f
£. Llna. NW ]/4 �~ �O�
Sac. ], TSON, RJ3W ] "s50O'
� �
O 250' S00'
Description
The North 491,000 square feeq more or less, of the Nor[hwest Qiiarter of Fractional Section 7, Townsl�ip
50 No[th, Range 33 Wes; in [hc Ciry of Riverside, Plxtte Counry, Missouri, except the Northeast 1,000
square fcet, mofc or iess, mken for rightof-way, containing 490,000 square fee4 mom or Iws.
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11490 Swng L.�e Ro.d I L<noo. IC+n+e� 66215 �
(913) 317-9500 I �'w �infias�ruawrc.mn�
�P1Doca/189]/07b/006754632 �
12
WA 3786M134.1