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HomeMy WebLinkAbout1276 Sell Property from the IDA to Riverside Horizons, LLC (Horizons Industiral IV - Supplement 65 Foot Strip) BILL NO. 2014 -004 ORDINANCE NO. 0 AN ORDINANCE AUTHORIZING THE PURCHASE OF CERTAIN PROPERTY FROM THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI; AUTHORIZING AND DIRECTING THE IDA TO TRANSFER AND SELL SUCH PROPERTY TO THE CITY; AND FURTHER AUTHORIZING SALE OF SUCH PROPERTY BY THE CITY TO RIVERSIDE HORIZONS, LLC AND AUTHORIZING OTHER DOCUMENTS AND ACTIONS RELATED THERETO (HORIZONS INDUSTRIAL IV — SUPPLEMENTAL 65 FOOT STRIP) WHEREAS, the Industrial Development Authority of the City of Riverside, Missouri ( "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 Agreement "); and WHEREAS, the Financing Agreement requires that 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, Briarcliff Realty, LLC, a Missouri limited liability company ( "Briarcliff Realty ") and the City entered into that certain Master Development Agreement dated May 10, 2011 ( "MDA ") which provides for the terms and conditions upon which Briarcliff Realty may purchase a portion of the Mortgaged Property from the City; and WHEREAS, Briarcliff Realty changed its name to BR NorthPoint, LLC and assigned all of its rights and obligations under the MDA, but not its rights and obligations under the MDA First Amendment, to Briarcliff Horizons, LLC, an affiliated entity of Briarcliff Realty, LLC pursuant to Section 12.5(b) of the MDA; and WHEREAS, on or about February 13, 2012, Briarcliff Horizons, LLC filed Articles of Amendment with the Missouri Secretary of State changing its name to Riverside Horizons, LLC ( "RH LLC "); and WHEREAS, RH LLC, on or about December 11, 2013, provided the City with a Closing Notice (attached hereto as Exhibit A and incorporated herein) pursuant to Section 7.5(a) of the MDA stating its notice of intent to purchase certain property in the Briarcliff Horizons Site in order to accommodate a project on a portion of the Mortgaged Property; and WHEREAS, in order to accommodate the project, the City desires to authorize and direct the IDA to sell a certain portion of the Mortgaged Property, the legal description of which is described on Exhibit B (the "Sale Property ") and transfer the Sale Property to the City by way of a Special Warranty Deed, the form of which is attached hereto as Exhibit C; 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 objectives of industrial and economic development for the City, to authorize sale of the Sale Property from the IDA to the City at the price of $.50 per square foot; and WA 4748504.1 WHEREAS, there are 56,666 square feet within the Sale Property making the purchase price of the Sale Property Twenty -Eight Thousand Three Hundred Thirty -Three and 00/100 Dollars ($28,333.00) (the "Sale Price "); and WHEREAS, pursuant to the Financing Agreement, UMB Bank, N.A., Trustee of the Bonds, will need to receive the amount of the Sale Price in order for the Sale Property to be released from the mortgage thereon; and WHEREAS, 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, and the terms and conditions of the MDA, that the City sell the Sale Property to RH LLC for the Sale Price through a Purchase and Sale Agreement substantially in the same form as that attached hereto as Exhibit D and incorporated herein and to transfer the Sale Property to RH LLC by way of a Special Warranty Deed, the form of which is attached hereto as Exhibit E. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: SECTION 1. BEST INTEREST OF THE CITY, APPROVAL AND DIRECTION. 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, and the terms and conditions of the MDA as well as in furtherance of the objective to protect the health, safety, and welfare of the businesses and citizens of the City, to direct the IDA to sell the Sale Property to the City and that the City subsequently sell the Sale Property to RH LLC, and further that the purchase of the Sale Property by the City from the IDA for the Sale Price and the subsequent sale from the City to RH LLC for the Sale Price, is hereby approved; and further that the City's Director of Finance is authorized and directed to pay UMB Bank, N.A., Trustee of the Bonds, the Sale Price to release the Sale Property from the mortgage pursuant to the Financing Agreement and related Deed of Trust and Security Agreement of even date therewith, which funds shall be deposited by the Trustee into the Special Redemption Account; and further that the IDA is directed to execute and deliver the Special Warranty Deed attached hereto as Exhibit C in favor of the City; and further that execution of a Purchase and Sale Agreement substantially as required by the MDA and a form of which is attached hereto and incorporated herein as Exhibit D by and between the City and RH LLC is hereby approved; and finally that the representatives of the City are hereby authorized and directed to execute and deliver the Special Warranty Deed attached hereto as Exhibit E in favor of RH LLC. SECTION 2. AUTHORITY GRANTED. The Mayor, City Administrator, Special Counsel to the City - Spencer Fane Britt & Browne LLP, and other appropriate officials and employees of the City are hereby authorized and directed to take such further action related thereto as is otherwise necessary or desirable to carry out and comply with the intent of this Ordinance. SECTION 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and approval. WA 4748504.1 BE IT REMEMBERED that the above was read two times by heading only, PASSED AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside, Missouri, this "{''day of January, 2014. Ae 4" z . Kathleen L. Rose, Mayor ‘ .e� Robin Littrell, City.Clerk • Approved as to form: o-' • ' • .... • , n • s - S e r Fane Britt & Browne LLP, pecial unsel to the City b dnar WA 4748504.1 Exhibit A Closing Notice RIVERSIDE HORIZONS, LLC 6300N. REVERE Dam, Sunni 225 KANSAS CITY, MissouRI 64151 ()fccwtv�. tt , 2013 VIA FACSIMILE (816) 746 -8349. VIA FACSIMILE (816) 746 -8349. HAND DELIVERY AND US MAIL HAND DELIVERY AND US MAIL City of Riverside City of Riverside City Hall City Hall 2950 NW Vivion Road 2950 NW V ivion Road Riverside, Missouri 64150 Riverside, Missouri 64150 Attn: City Administrator Attn: City Attorney Re: Notice of Intent to Purchase Certain Property in the Briarcliff Horizons Site, Specifically, a part of Lot 6 of Riverside Horizons East First Plat Ladies and Gentlemen: -- The City of Riverside, Missouri ( the "City ") - and - Briarcliff Realty, LLC (now known as BR NorthPoint, -- -- - LLC) entered into that certain Master Development Agreement (the "MDA ") on May 10, 2011. Thereafter, with the City's consent, BR NorthPoint, LLC assigned its rights and obligations under the MDA to Briarcliff Horizons, LLC, which changed its name with the Missouri Secretary of State on February 24, 2012 to Riverside Horizons, LLC (the "Developer "), an affiliated entity of BR NorthPoint, LLC. The MDA provides the Developer with certain vested rights to purchase, from time to time, all or a portion of the property within the area of land delineated by the MDA known as the `Briarcliff Horizons Site." The Developer now desires to purchase, pursuant to the terms and conditions contained in the MDA, a part of Lot 6 of Riverside Horizons East First Plat as depicted and described on the enclosed drawing prepared by Renaissance infrastructure Consulting (the "Property "). The Purchase Price for the Property shall be $28,333, which is based upon the MDA's purchase price of $0.50 per square foot and the Property's measured square footage of 56,666 square feet as set forth in the enclosed drawing. Therefore, pursuant to Section 7.5(a) of the MDA, the Developer hereby provides the City with the required thirty (30) day prior written notice of the Developer's intent to purchase the property described and depicted on the enclosure hereto. The developing party will be Horizons Industrial IV, LLC, a Delaware limited liability company. Should you have any questions regarding this notice, please contact the undersigned at your earliest opportunity. Thank you. RIVERSIDE HORIZONS, LLC J By: Nathaniel Horn, Manager Enclosure: Drawing prepared by Renaissance Infrastructure Consul 11e93 /oelfssFTSTRV/00199535 ;1I WA 4748504.1 Exhibit B Legal Description For transfer of Sale Property from IDA to City: A part of Lot 6, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in the City of Riverside, Platte County, Missouri, described as follows: The Northwest 65.00 feet of said Lot 6, containing 56,666 square feet, or 1.301 acres, more or less. For transfer of Sale Property from City to RH LLC (after a replat of Lots 5, 6 and 7 of Riverside Horizons East First Plat): A part of Lot 5, RIVERSIDE HORIZONS INDUSTRIAL IV EAST PLAT (a Replat of Lots 5, 6 and 7, Riverside Horizons East First Plat, and Part of Vacated Domain Street), a subdivision in the City of Riverside, Platte County, Missouri, described as follows: The Southeast 65.00 feet of said Lot 5, containing 56,666 square feet, or 1.301 acres, more or less. WA 4748504.1 Exhibit C Form of Special Warranty Deed from IDA to City SPECIAL WARRANTY DEED THIS INDENTURE is made as of January _ , 2014 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, with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150, as grantor ( "GRANTOR "), to the CITY OF RIVERSIDE, MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri, with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150, as grantee ( "GRANTEE "). 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 and sufficiency of which is hereby acknowledged) does by these presents, SELL and CONVEY 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: A part of Lot 6, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in the City of Riverside, Platte County, Missouri, described as follows: The Northwest 65.00 feet of said Lot 6, containing 56,666 square feet, or 1.301 acres, more or less. EXCEPT AND FURTHER SUBJECT TO: a. The subject property is conveyed subject to that certain Declaration of covenants, restrictions, easements, charges, assessments and liens for Horizons Business Park/Planned Development District, dated February 13, 2012 and recorded in the Office of the Recorder of Deeds of Platte County, under Document No. 2012003468, as may be heretofore and hereafter amended in accordance therewith, all of the provisions of which are specifically incorporated herein by reference thereto (herein the "Declaration "), and all of which GRANTEE accepts as covenants running with the land and binding at law as well as equity upon GRANTEE and its successors in title to the subject property, and the obligations of which GRANTEE, for itself and its successor in title, agrees to observe and perform. 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 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 claiming under GRANTOR. IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day and year first above written. GRANTOR: WA 4748504.1 THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: Name: Title: ATTEST: By: Sarah Wagner, Secretary ACKNOWLEDGEMENT STATE OF MISSOURI ) ) SS COUNTY OF PLATTE ) ON THIS day of January, 2014, before me, the undersigned, a Notary Public in and for said County and state, personally appeared , to me personally known, who being by me duly sworn, did say that he /she is the 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. Notary Public Signature (Seal) Printed or Typed Name My Commission Expires: WA 4748504.1 Exhibit D Form of Purchase and Sale Agreement between the City and Riverside Horizons, LLC AGREEMENT OF PURCHASE AND SALE BETWEEN THE CITY OF RIVERSIDE, MISSOURI ( "SELLER ") AND RIVERSIDE HORIZONS, LLC ( "PURCHASER ") THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement ") is made as of the Effective Date hereinafter defined by and between the CITY OF RIVERSIDE, MISSOURI, a Missouri municipal corporation ( "Seller "), and RIVERSIDE HORIZONS, LLC, a Missouri limited liability company, and /or its assigns ("Purchaser"). All capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the MDA unless the context clearly requires otherwise. 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: RECITALS: WHEREAS, Briarcliff Realty, LLC and Seller entered into a Master Development Agreement for the development of the Briarcliff Horizons Site dated May 10, 2011 ( "MDA "); and WHEREAS, Briarcliff Realty, LLC assigned its rights and obligations under the MDA to Briarcliff Horizons, LLC, an affiliated entity of Briarcliff Realty, LLC pursuant to Section 12.5(b) of the MDA; and WHEREAS, on or about February 13, 2012 Briarcliff Horizons, LLC filed articles of amendment with the Missouri Secretary of State changing its name to Riverside Horizons, LLC; and WHEREAS, Seller currently owns the real property legally described and depicted in Exhibit A hereto (the "Land "), which is a part of the Briarcliff Horizons Site, 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 recitals, TEN AND NO /100 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. The Purchase Price (the "Purchase Price ") for the Land shall be Twenty-Eight Thousand Three Hundred Thirty -Three and 00/100 Dollars ($28,333.00), which is based upon the MDA's purchase price of Fifty Cents ($0.50) per square foot and the Land's square footage of 56,666 square feet. 1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Fidelity National Title Insurance Company ATTN: Lolly Avant, 1400 Post Oak Blvd., Suite 740, Houston, TX 77056, Phone: 713 - 621 -9960, FAX: 713 - 623 -4406, Email: LAvant @fnf.com (the "Escrow Agent "), as WA 4748504.1 agent for Fidelity National Title Insurance Company (the "Title Insurer "). 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 receipt of a Closing Notice (as defined in the MDA), at Seller's sole cost and expense, cause to be prepared and furnished to Purchaser an updated title commitment for the Title Policy for the Land (the "Title Commitment ") issued by the Escrow Agent showing the Industrial Development Authority of the City of Riverside, Missouri 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 Policy ") for the Land at the Closing in the amount of the Purchase Price, insuring Purchaser's fee simple title to the Land 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 referred to in the Title Commitment. Seller and Purchaser shall pay the expenses of obtaining the Title Policy as hereinafter provided at Closing. The Title Policy shall exclude all standard pre - printed exceptions. 2.02 Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and furnished to Purchaser, Purchaser's legal counsel and the Escrow Agent, an updated 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 "Title Review Period ") commencing on the Effective Date of the Closing Notice 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. All objections raised by Purchaser in the manner herein provided are hereafter called "Objections." Seller shall have the option, but not the obligation, to remedy or remove all Objections (or agree irrevocably 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 tenth (10th) business day after Seller's receipt of Purchaser's notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to 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 agree 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 Purchaser by giving Seller written notice to such effect during the period of time (the "Termination Period ") ending on the tenth (10th) business day following the end of the Cure Period, 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 title encumbrances or exceptions which are set forth in the Title Commitment 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 Exceptions ") 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 transaction contemplated herein is conditioned upon satisfaction of Seller's performance or compliance with all of Seller's covenants, agreements and obligations under this Agreement. WA 4748504.1 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 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) Purchaser's Obligations. Purchaser shall have performed or complied with all of Purchaser's covenants, agreements and obligations under this Agreement; (c) No Bankruptcy Proceeding. There shall not have been instituted by or against Purchaser any bankruptcy proceeding; and (d) Compliance with Conditions of Master Development Agreement. Purchaser shall have performed or satisfied all of the conditions precedent set out in Section 7.5 of the MDA. 3.03 Purchaser's Representations and Warranties. (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 instrument to which Purchaser is a party or to which Purchaser may be subject although not a party, 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 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 warrants that (A) Purchaser and each person or entity owning an interest in Purchaser (i) is not currently identified on the List, 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 assets of Purchaser constitute property of, or are beneficially owned, directly or indirectly, by any Purchaser Embargoed 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 trade restrictions under U.S. law, including but 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. 1 et seq., and any Executive Orders or regulations promulgated thereunder, with the 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 the 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 WA 4748504.1 apply to any person to the extent that 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 that all of the conditions of this Agreement and the MDA 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. Purchaser may, at its option, extend the Closing Date for up to one (1) additional ten (10) day period, upon written notice to Seller, prior to the then scheduled Closing Date. The date on which the Closing actually occurs is referred to herein as the "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 the Land, subject only 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; (e) Owner's Title Policy. Deliver or cause the Title Insurer to commit to delivering the Title Policy; (1) Tax Certificates. 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) Certificate of Representations. Seller shall deliver an updated certificate of the representations and warranties set out in the MDA as of the Closing Date; (b) Assignment of Contracts and Assignment of Leases. Deliver to Purchaser an absolute assignment of all Contracts concerning the Land entered into by Seller, if any; and (1) Other Documents. Execute, acknowledge where required and /or deliver any and all other items contemplated by the terms of this Agreement or reasonably required by Purchaser or its legal counsel or by the Escrow 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 Reserve System wire transfer or other immediately available good funds; (b) Evidence of Authority. 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 WA 4748504.1 (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 standard exceptions set forth in Section 3.01), all recording charges for the Deed, all costs of the Title Policy, and any special charges or assessments affecting the Land required to be paid prior to Closing to deliver unencumbered title to the Land to Purchaser. Purchaser shall pay all costs and expenses relating to Purchaser'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 Escrow Agent. 4.05 Prorations. Prorations shall be made as follows as of 12:01 a.m. on the Closing Date: (a) Rents and Income. Collected rents and other income from the Land, if any, which are attributable to the period of time in which the Closing occurs shall be prorated between the parties as of the Closing, and 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, 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 Taxes. Real and personal property ad valorem taxes, assessments and PILOTS pertaining to the Land for the year in which the Closing occurs shall be prorated as of the Closing (collectively, "Taxes "), based upon actual 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 the 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 Closing are not available at the Closing, an estimated, tentative proration of Taxes shall be made using most recent assessment and tax 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 parcel for the land value only and excluding the value of any improvements there for the year of Closing shall be allocated between the Land (or applicable portion thereof) and the other portions of such tax parcel on the basis of the percentages which the gross surface areas of the Land (or applicable portion thereof) and such other portions of such tax parcel represent of the total gross surface area of such tax parcel. 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, and all Taxes attributable to such tax parcel 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 Purchaser. This provision shall survive the Closing. WA 4748504.1 (c) Other Taxes and Assessments. All Taxes 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 the Closing, furnish 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 Seller fails or refuses to convey the Land at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant to this Agreement and the MDA, 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 proceed to the Closing of the transaction contemplated hereby in accordance with the remaining terms hereof; or (c) seek specific 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 the Escrow Agent. ARTICLE VI MISCELLANEOUS 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 agreements and understandings of the parties, either oral or written. There are no other agreements, oral or written, between the parties regarding the 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. WA 4748504.1 6.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller and Purchaser, 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 return 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 effective on the earlier 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: The City of Riverside, Missouri Attention: Mayor City Hall 2950 NW Vivion Road Riverside, MO 64150 Purchaser: Riverside Horizons, LLC Attention: Nathaniel Hagedorn 6300 N. Revere, Suite 225 Kansas City, MO 64151 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 to 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 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, 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 Seller in this Agreement (i) will expire one (1) year 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 or 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 PARTIES ARE PERFORMABLE, AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS AGREEMENT SHALL LIE, IN PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER WA 4748504.1 EACH HEREBY WAIVE 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, unless 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 particular 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 parties, 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 modified to the minimum extent 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 executed as an original and all of which together shall constitute one and the same instrument. 6.15 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 Closing 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 termination under this Agreement, the losing party shall pay all reasonable attorneys' 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 parties 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 rights hereunder to an affiliated entity 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 notice of the assignment, including the name of the assignee, is provided to Seller at three (3) business days prior to Closing. WA 4748504.1 6.19 Form of Instruments. Except as otherwise provided herein, all instruments to be furnished hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such instrument. 6.20 Tenders of Performance. All 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 instrument 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 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. Except as otherwise specifically provided for hereunder, no party shall be deemed to have waived any of its rights hereunder unless such waiver is in writing and signed by the party waiving such right. Except as otherwise 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 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, instrument or paper, will be cumulative and may be exercised separately or concurrently. 6.23 Effective Date; Acceptance. The effective date (the "Effective Date ") of this Agreement shall be the date that the Escrow Agent receives and receipts one or more counterparts of this Agreement that have been signed by both Seller and Purchaser. The 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 (10th) 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 copy thereof to Purchaser. If Purchaser's offer is not accepted in such manner by the Acceptance Date, the same shall be thereafter null and void. [Remainder of Page Intentionally Left Blank — Signature Page to Follow] WA 4748504.1 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: THE CITY OF RIVERSIDE, MISSOURI, a Missouri municipal corporation By: Kathleen L. Rose, Mayor Date: PURCHASER: RIVERSIDE HORIZONS, LLC, a Missouri limited liability company By: NORTHPOINT HOLDINGS, LLC, a Missouri limited liability company Its: Manager By: Name: Nathaniel Hagedorn Title: Manager Date: ESCROW AGENT RECEIPT The undersigned Escrow Agent acknowledges receipt of this Agreement of Purchase and Sale and agrees to be bound by the terms of this Agreement this day of , 2014. Fidelity National Title Insurance Company By: Name: Title: WA 4748504.1 Exhibit E Form of Special Warranty Deed from City to Riverside Horizons, LLC SPECIAL WARRANTY DEED THIS INDENTURE is made as of January -, 2014 by the CITY OF RIVERSIDE, MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri, with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150, as grantor ( "GRANTOR "), to RIVERSIDE HORIZONS, LLC, a Missouri limited liability company, with a mailing address of 6300 North Revere, Suite 225, Kansas City, Missouri 64151, as grantee ( "GRANTEE "). 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, SELL and CONVEY 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: A part of Lot 5, RIVERSIDE HORIZONS INDUSTRIAL IV EAST PLAT (a Replat of Lots 5, 6 and 7, Riverside Horizons East First Plat, and Part of Vacated Domain Street), a subdivision in the City of Riverside, Platte County, Missouri, described as follows: The Southeast 65.00 feet of said Lot 5, containing 56,666 square feet, or 1.301 acres, more or less. EXCEPT AND FURTHER SUBJECT TO: a. The subject property is conveyed subject to that certain Declaration of Covenants, Restrictions, Easements, Charges, Assessments and Liens for Horizons Business Park/Planned Development District, dated February 13, 2012 and recorded in the Office of the Recorder of Deeds of Platte County, under Document No. 2012003468, as may be heretofore and hereafter amended in accordance therewith, all of the provisions of which are specifically incorporated herein by reference thereto (herein the "Declaration "), and all of which GRANTEE accepts as covenants running with the land and binding at law as well as equity upon GRANTEE and its successors in title to the subject property, and the obligations of which GRANTEE, for itself and its successor in title, agrees to observe and perform. TO HAVE AND TO HOLD the premises aforesaid, with all and singular rights, privileges, appurtenances, and immunities thereto belonging or in anywise appertaining unto GRANTEE and unto its successors and assigns forever, GRANTOR hereby covenanting 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 claiming under GRANTOR. IN WITNESS WHEREOF, GRANTOR has caused these presents to be signed as of the day and year first above written. GRANTOR: CITY OF RIVERSIDE, MISSOURI WA 4748504.1 By: Kathleen L. Rose, Mayor ATTEST: By: Robin Littrell, City Clerk ACKNOWLEDGEMENT STATE OF MISSOURI ) ) SS COUNTY OF PLATTE ) ON THIS day of January, 2014, before me, the undersigned, a Notary Public in and for said county and state, personally appeared Kathleen L. Rose, to me personally known, who being by me duly sworn, did say that she is the Mayor of the City of Riverside, Missouri, a municipal 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 municipality, and that instrument was signed and sealed in behalf of said municipality by free act and deed of said municipality. WITNESS my hand and official seal in the County and State aforesaid, the day and year first above written. Notary Public Signature (Seal) Printed or Typed Name My Commission Expires: WA 4748504.1