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HomeMy WebLinkAbout1340 Assumption of Lease Agreement ARGO Innovation Park Lot 6 BILL NO. 2014-073 ORDINANCE NO. 134,D AN ORDINANCE AUTHORIZING THE EXECUTION AND DELIVERY OF AN ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT BY AND AMONG ARGO INNOVATION PARK LOT 6, L.L.C., HIDGS ASSOCIATES, LLC, AND THE CITY OF RIVERSIDE, MISSOURI WHEREAS, pursuant to that certain Lease Agreement between the City of Riverside, Missouri ("City') and Argo Innovation Park Lot 6, L.L.C. ("Argo"), authorized by Ordinance No. 1319 on June 3, 2014, such Lease Agreement being dated June 1, 2014 (the "Lease"), the City leases to Argo all of Lot 6, ARGO INNOVATION PARK, a subdivision in Riverside, Platte County, Missouri, according to the recorded plat thereof, together with the improvements located thereon; and WHEREAS, as contemplated by Section 13.1(a) of the Lease, Argo may assign its interest in the Lease upon receiving the City's consent and upon Argo's compliance with certain conditions described thereunder; and WHEREAS, Argo, the City, and Hidgs Associates, LLC ("Hidgs") desire to enter into the Assignment and Assumption of Lease Agreement attached hereto as Exhibit A and incorporated herein (the "Assignment") whereby Argo will assign, and Hidgs will assume, a 99% tenant-in-common interest in Argo's right, title, and interest as lessee in and to the Lease; and WHEREAS, pursuant to the Assignment, Argo shall remain jointly and severally liable under the Lease, including, without limitation, to the indemnification obligations owing to the City and Trustee (as defined in the Lease) pursuant to Section 10.5 of the Lease; and WHEREAS, the Board of Aldermen find it to be in the best interests of the City in order to further the objectives of industrial and economic development of the City, and the terms and conditions of the Lease, as well as in furtherance of the objective to protect the health, safety, and welfare of the businesses and citizens of the City, to enter into and deliver the Assignment as set forth herein. 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 TO APPROVE ASSIGNMENT. In order to further the objectives of industrial and economic development of the City, and the terms and conditions of the Lease, as well as in furtherance of the objective to protect the health, safety, and welfare of the businesses and citizens of the City, the Assignment and Assumption of Lease Agreement attached hereto as Exhibit A and incorporated herein is hereby approved. SECTION 2 -AUTHORITY GRANTED. The City hereby authorizes the Mayor of the City to execute and deliver the Assignment, consistent with the terms of this Ordinance and Missouri law, and hereby authorizes the Mayor, the City Administrator, Special Counsel to the City and other appropriate City officials to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Ordinance and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized. WA 5919179.1 SECTION 3 - EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and approval. 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 19`h day of August, 2014. Ka hleen L. Rose, Mayor ATF' T. . Robin Littrell, C ty Clerk , . � App d as to form: Spenc ne Britt & Browne LLP Spe al unsel to the City by J ednar 2 WA 5919U9-I EXHIBIT A ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT 3 WA 5919179.1 -------------------------------------------------------------------------------------------------------------------- (The above space is reserved for Recorder's Certification.) TITLE OF DOCUMENT: ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT DATE OF DOCUMENT: , 2014 ASSIGNOR: ARGO INNOVATION PARK LOT 6, L.L.C. ASSIGNOR'S MAILING ADDRESS: c/o Investment Properties and Management, Inc. 7611 Line Road, Suite 301 Kansas City, Missouri 64114 ASSIGNEE: HIDGS ASSOCIATES, LLC ASSIGNEE'S MAILING ADDRESS: 700 W. 47`h Street, Suite 200 Kansas City,Missouri 64112 Attn: Kenneth G. Block RETURN DOCUMENTS TO: Michael F. Flanagan, Esq. Flanagan & Associates, L.L.C. 7611 Line Road, Suite 303 Kansas City, Missouri 64114 LEGAL DESCRIPTION: Lot 6, ARGO INNOVATION PARK, a subdivision in Riverside, Platte County, Missouri according to the Recorded plat thereof. This cover page is attached solely for the purpose of complying with the requirements stated in §§59.310.2; 59.313.2 Revised Missouri Statutes. ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (the "Agreement") is made and entered into as of 2014 (the "Effective Date"), among ARGO INNOVATION PARK LOT 6, L.L.C., a Missouri limited liability company (the "Assignor"), HIDGS ASSOCIATES, LLC, a Missouri limited liability company (the "Assignee"), and CITY OF RIVERSIDE, MISSOURI, a fourth-class city duly organized and validly existing under the laws of the State of Missouri (the "City"). Recitals: A. On or about May 1, 2014, the Assignor purchased certain real estate situated in the City of Riverside, Missouri as more particularly described on Exhibit "A" attached hereto and made a part hereof(the "Real Property"). B. In order to finance the purchase of the Real Property, the Assignor executed and delivered a Promissory Note dated May 1, 2014 in the original principal amount of$3,500,000 (the "Note") to Tutera Investments, L.L.0 (the "Lender"), the repayment of which is secured by a Deed of Trust dated May 1, 2014 (the "Deed of Trust") which was recorded on May 9, 2014 as Instrument No. 2014004766 in Book 1227 at Page 804 in the Office of the Recorder of Deeds for Platte County, Missouri. C. The City thereafter issued its $18,730,000 (Aggregate Maximum Principal Amount) City of Riverside Taxable Industrial Revenue Bonds (Argo Innovation Park Lot 6, L.L.C. Project) Series 2014 (the "Bonds"), pursuant to a Trust Indenture dated as of June 1, 2014 (the "Indenture") between the City and Security National Bank (the "Trustee"), for the purpose of(a) acquiring the Real Property, (b) leasing the Real Property and improvements thereon to Assignor for the construction of an approximately 275,500 square foot industrial facility (the "Project") upon the Real Property, and (c) paying a portion of the costs of issuing the Bonds. D. In conjunction with the issuance of the Bonds, Assignor transferred fee title to the Real Property to the City, who in turn leased the Real Property and Project back to the Assignor pursuant to a Lease Agreement dated as of June 1, 2014 (the "Lease Agreement") between the Assignor and the City, and the Assignor and the City filed for record a Memorandum of Lease Agreement dated June 1, 2014, which was recorded on June 5, 2014, 2006 as Instrument No. 2014005908 in Book 1228 at Page 941 in the Office of the Recorder of Deeds for Platte County, Missouri. E. Assignor desires to assign and to transfer to Assignee a ninety-nine percent (99%) tenant-in-common interest in Assignor's right, title, and interest as lessee in and to the Lease Agreement. F. Assignee desires to accept such assignment of a ninety-nine percent (99%) tenant- in-common interest in Assignor's right, title, and interest as lessee in and to the Lease Agreement, subject to the terms and conditions set forth herein. 1 Agreement: NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, mutually agree as follows: 1. Assignment. As of the Effective Date, Assignor does hereby grant, assign, sell, convey and set over unto Assignee the following (collectively, the "Assigned Interests"): A ninety-nine percent (99%) tenant-in-common interest in the leasehold estate created under the Lease Agreement, together with a ninety-nine percent (99%) tenant-in-common interest in Assignor's rights and interest under the Lease Agreement, which demises the Project, including the real estate situated in the City of Riverside, Missouri as more particularly described on Exhibit "A" attached hereto and made a part hereof, and a ninety-nine percent (99%) tenant- in-common interest in Assignor's rights and interests in the Project, including the buildings, structures, improvements, fixtures, machinery and equipment situated on the real estate and all additions, alterations, modifications, and improvements thereof(collectively, the "Property"). 2. Assumption. Assignee, for itself and its successors and permitted assigns, does hereby accept the assignment of the Assigned Interests as of the Effective Date, and agrees to assume and perform, observe and discharge jointly and severally with Assignor all of the obligations, terms, covenants and conditions to be performed or observed by Assignor under the Lease Agreement which accrue on or after the Effective Date through the entire unexpired term of the Lease, including, without limitation, the indemnification obligations owing to the City and Trustee pursuant to Section 10.5 of the Lease Agreement. 3. Delivery of Documents; Representations. Pursuant to Section 13.1(a)(4) of the Lease Agreement, the Assignor represents that all conditions precedent to the assignment have been satisfied. The Assignor further represents that there has been no damage or destruction to the Project that has not been repaired, restored and replaced in accordance with the terms of the Lease Agreement. 4. Consent of City. Pursuant to Section 13.1(a) of the Lease Agreement, the City hereby consents to the assignment and assumption of the Lease Agreement. 5. No Release of Assignor. The Assignor, who is retaining a one percent (1%) tenant-in-common interest in the Assigned Interests, shall remain jointly and severally liable for all liability under the Lease Agreement occurring on and after the Effective Date, including, without limitation, the indemnification obligations owing to the City and Trustee pursuant to Section 10.5 of the Lease Agreement. 6. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, Assignor and Assignee and their respective successors and assigns. 2 7. Receipt of Transcript. Assignee hereby represents that it has received and reviewed complete copies of the various other documents relating to the Bonds (the "Other Bond Documents"), a complete set of which is contained in the Transcript of Proceedings Relating to the Issuance of the Bonds(the"Transcript'). 8. Recording. Assignee shall submit this Assignment for recording in the Office of the Recorder of Deeds of Platte County, Missouri on or about the date hereof. 9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Missouri and each party agrees to jurisdiction and venue in said state and the federal and state courts located in such state. [Remainder of page intentionally blank.] 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date. ASSIGNOR: ARGO INNOVATION PARK LOT 6,L.L.C., a Missouri limited liability company By: Joseph C. Tutera Its: Manager ACKNOWLEDGMENT STATE OF MISSOURI ) ss. COUNTY OF JACKSON ) On this day of 2014, before me, appeared Joseph C. Tutera, to me personally known, who being duly sworn, did say that he is the Manager of Argo Innovation Park Lot 6, L.L.C., a Missouri limited liability company (the "Company") and that the foregoing instrument was signed for the purposes therein contained on behalf of the Company and by authority of the Company; and he further acknowledged said instrument to be the free act and deed of the Company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public Printed Name My Commission Expires: 4 ASSIGNEE: HIDGS ASSOCIATES, LLC, a Missouri limited liability company By: BK Properties, LLC, a Missouri limited liability company Its: Manager By: Kenneth G. Block, Trustee of the Kenneth G. Block Trust dated January 11, 1991, as amended Its: Manager ACKNOWLEDGMENT STATE OF MISSOURI ) ) ss. COUNTY OF JACKSON ) On this day of 2014, before me, appeared Kenneth G. Block, to me personally known, who being duly sworn, did say that he is the Manager of BK Properties, LLC, a Missouri limited liability company, which is the Manager of HIDGS Associates, LLC, a Missouri limited liability company (the "Company") and that the foregoing instrument was signed for the purposes therein contained on behalf of the Company and by authority of the Company; and he further acknowledged said instrument to be the free act and deed of the Company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public Printed Name My Commission Expires: 5 CONSENT OF CITY City of Riverside, Missouri hereby acknowledges and consents to the execution and delivery of this Assignment and Assumption of Lease dated August 2014. CITY: CITY OF RIVERSIDE, MISSOURI \t By: LC Honorable Kathleen L. Rose k (Seal)- ATTEST: Robin Li 11, City Clerk ACKNOWLEDGMENT STATE OF MISSOURI ) ) ss: COUNTY OF PLATTE ) On this /0-4 day of August, 2014, before me, personally appeared the Honorable 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 fourth-class city duly organized and validly existing under the laws of the State of Missouri, and that the foregoing instrument was signed for the purposes therein contained on behalf of said City of Riverside, Missouri by authority of its Board of Aldermen, and Mayor Rose acknowledged said instrument to be the free act and deed of said City of Riverside, Missouri. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written. R08111 L.LITTRELL NOhry Poolk-Noluy SNI Notary Public Sub of t#isf0uti,Clay County / Commission• t1380831 rty commission bpirN Ma e,tot 5 Printed Name My Commission Expires: 6 CONSENT OF CITY City of Riverside, Missouri hereby acknowledges and cons nts to the execution and delivery of this Assignment and Assumption of Lease dated AugustZ014. CITY: CITY OF RIVERSIDE, MISSOURI By: ? onorable Kathleen L. Rose (Seg1) ATTEST: Robin Littrell,City Clerk ACKNOWLEDGMENT STATE OF MISSOURI ) SS: COUNTY OF PLATTE ) On this lqr day of August, 2014, before me, personally appeared the Honorable 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 fourth-class city duly organized and validly existing under the laws of the State of Missouri, and that the foregoing instrument was signed for the purposes therein contained on behalf of said City of Riverside, Missouri by authority of its Board of Aldermen, and Mayor Rose acknowledged said instrument to be the free act and deed of said City of Riverside, Missouri. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written. ROBIN L.UTTRELL LCNotary Public-Notary Seal Notary Public of Mistouri,clay County mmissW I t1390931 t Mw T1s � N C_ L;-�te>✓l/ Printed Name My Commission Expires: IM CILAC� g/ �_o 1'�T_ 6 CONSENT OF LENDER Tutera Investments, L.L.C. hereby acknowledges and consents to the execution and delivery of this Assignment and Assumption of Lease dated 2014. LENDER: TUTERA INVESTMENTS, L.L.C., a Missouri limited liability company By: Joseph C. Tutera Its: Manager ACKNOWLEDGMENT STATE OF MISSOURI ) ss. COUNTY OF JACKSON ) On this day of 2014, before me, appeared Joseph C. Tutera, to me personally known, who being duly sworn, did say that he is the Manager of Tutera Investments, L.L.C., a Missouri limited liability company (the "Company") and that the foregoing instrument was signed for the purposes therein contained on behalf of the Company and by authority of the Company; and he further acknowledged said instrument to be the free act and deed of the Company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public Printed Name My Commission Expires: 7 CONSENT OF TRUSTEE Security Bank of Kansas City, as trustee, hereby acknowledges and consents to the execution and delivery of this Assignment and Assumption of Lease dated 2014. TRUSTEE: SECURITY BANK OF KANSAS CITY, a Kansas banking corporation By: Its: ACKNOWLEDGMENT STATE OF ) ) SS. COUNTY OF ) On this day of 2014, before me, appeared to me personally known, who being duly sworn, did say that he/she is a of Security Bank of Kansas City, a Kansas banking corporation, as trustee (the "Trustee") and that the foregoing instrument was signed for the purposes therein contained on behalf of the Trustee and by authority of the Trustee; and he/she further acknowledged said instrument to be the free act and deed of the Trustee. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written. Notary Public Printed Name My Commission Expires: 8 CONSENT OF BONDHOLDER Argo Innovation Park Lot 6, L.L.C., as the holder of the Bonds, hereby acknowledges and consents to the execution and delivery of this Assignment and Assumption of Lease dated 2014. BONDHOLDER: ARGO INNOVATION PARK LOT 6,L.L.C., a Missouri limited liability company By: Joseph C. Tutera Its: Manager ACKNOWLEDGMENT STATE OF MISSOURI ) ss. COUNTY OF JACKSON ) On this day of 2014, before me, appeared Joseph C. Tutera, to me personally known, who being duly sworn, did say that he is the Manager of Argo Innovation Park Lot 6, L.L.C., a Missouri limited liability company (the "Company") and that the foregoing instrument was signed for the purposes therein contained on behalf of the Company and by authority of the Company; and he further acknowledged said instrument to be the free act and deed of the Company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public Printed Name My Commission Expires: 9 EXHIBIT "A" Legal Description Lot 6, ARGO INNOVATION PARK, a subdivision in Riverside, Platte County, Missouri according to the Recorded plat thereof. 10 0 o ID�1 ® ©ouinf 9 s%_ oaaoar�o Moot in Mats County,Missouri In©ft ili4} i : 2,ii, 4,`1', : , Cdi II eat Book: 1233 Page: 905 o, ......••°!.fit Typo: DT ASSIGN (P:, *1 Pages:11 r.. Pa: 154.00E `t rtiiiiiri. .�'�� awn EMctmnluNy Recorded albfioeordorotOoodo (The above space is reserved for Recorder's Certification.) TITLE OF DOCUMENT: ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT DATE OF DOCUMENT: Sala s 2014 ASSIGNOR: ARCO INNOVATION PARK LOT 6, L.L.C. ASSIGNOR'S MAILING ADDRESS: cdo Investment Properties and Management, Inc. 7611 Line Road, Suke 301 Kansas City,Missouri 64114 ASSIGNEE: HIDOS ASSOCIATES,LLC ASSIGNEE'S MAILING ADDRESS: 700 W.47s'Street,Suite 200 Kansas City,Missouri 64112 Atm: Kenneth G.Block AM' R RETURN DOCUMENTS TO: Michael F.Flanagan,E . N Flanapn&Associates,L.L.C. 4 44 7611 Line Road,State 303 t-, 0� Kansas City, Missouri 64114 3 4 i LEGAL DESCRIPTION: Lot 6, ARGO INNOVATION PARK, a subdivision in Riverside, Platte County,Missouri according to the a Recorded plat thereof. This cover page is attached solely for the purpose of complying with the requirements stated in 4159.310.2; 59.3131 Revised Missouri Statutes. PEl of ® Chou rnl9 omou rro ASsicpgim`0"7 : tat .7111 3 ®t : iliTleggatIENT THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (the "Agreement") is made and entered into as of$eohwbu- ZL., 2014 (the "Effective Date'), among ARGO INNOVATION PARK LOT 6, C., a Missouri limited liability company (the "Assignor"), HIDGS ASSOCIATES, LLC, a Missouri limited liability company (the "Assignee"), and CITY OF RIVERSIDE, MISSOURI, a fourth-class city duly organized and validly existing under the laws of the State of Missouri(the"City"). Recitals: A. On or about May I, 2014, the Assignor purchased certain real estate situated in the City of Riverside, Missouri as more particularly described on Jxhibit "A" attached hereto and made a part hereof(the"Real Property"). B. In order to finance the purchase of the Real Property, the Assignor executed and delivered a Promissory Note dated May 1, 2014 in the original principal amount of 53,500,000 (the "Note") to Tutera Investments, L.L.0 (the "Lender"), the repayment of which is secured by a Deed of Tnist dated May 1, 2014(the "Deed of Trust")which was recorded on May 9, 2014 as to Instrument No. 2014004766 in Book 1227 at Page 804 in the Office of the Recorder of Dads for 7C Plane County, Missouri. C. The City thereafter issued its $18,730,000 (Aggregate Maximum Principal .0 Amount) City of Riverside Taxable Industrial Revenue Bonds (Argo Innovation Park Lot 6, O L.L.C. Project) Series 2014 (the"Bonds"),pursuant to a Trust Indenture dated as of June 1,2014 (the "Indenture") between the City and Security National Bank (the 'trustee"), for the purpose a of(a) acquiring the Real Property, (b) leasing the Real Property and improvements thereon to Assignor for the construction of an approximately 275,500 square foot industrial facility (the "Project")upon the Real Property,and(c)paying a portion of the costs of issuing the Bonds. • D. In conjunction with the issuance of the Bonds,Assignor transferred fee title to the Real Property to the City, who in turn leased the Real Property and Project back to the Assignor pursuant to a Lease Agreement dated as of June 1, 2014 (the Lease Agreement) between the Assignor and the City, and the Assignor and the City filed for record a Memorandum of Lease Agreement dated June 1, 2014, which was recorded on June 5, 2014, 2006 u Instrument No. 2014005908 in Book 1228 at Page 941 in the Office of the Recorder of Deeds for Platte County, Missouri. E. Assignor desires to assign and to transfer to Assignee a ninety-nine percent(99%) tenant-in-common interest in Assignor's right, title, and interest as lessee in and to the Lease Agreement. F. Assignee desires to accept such assignment of a ninety-nine percent(99%)tenant- in-common interest in Assignor's right, tide, and interest as lessee in and to the Lease Agreement,subject to the terms and conditions set forth herein. rna p PE10 CSO n 9 - ©cL To U hOO©Oa .. Dto©a� f ®r NOW, THEREFORE, in consideration of the aunt of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto,intending to be legally bound,mutually agree as follows: 1. Assignment. As of the Effective Date, Assignor does hereby grant, assign, sell, convey and set over unto Assignee the following(collectively,the"Assigned Interests"): A ninety-nine percent (99%) tenant-in-common interest in the leasehold estate created under the Lease Agreement, together with a ninety-nine percent (99%) tenant-in-common interest in Assignor's rights and interest under the Lease Agreement, which demises the Project, including the real estate situated in the City of Riverside, Missouri es more particularly described on )exhibit "A" attached hereto and made a part hereof, and a ninety-nine percent (99%) tenant- in-common interest in Assignor's rights and interests in the Project, including the buildings, structures, improvements, fixtures, machinery and equipment situated on the real estate and all additions, alterations, modifications, and improvements to thereof(collectively,the"Property"). w 2. Assumption. Assignee, for itself and its successors and permitted assigns, does u' hereby accept the assignment of the Assigned Interests as of the Effective Date, and agrees to assume and perform, observe and discharge jointly and severally with Assignor all of the obligations, terms, covenants and conditions to be performed or observed by Assignor under the Lease Agreement which accrue on or after the Effective Date through the entire unexpired tam of the Lease,including, without limitation,the indemnification obligations owing to the City and Trustee pursuant to Section 10.5 of the Lease Agreement. 3. Delivery of Documents; Representations. Pursuant to Section 13.1(a)(4)of the Lease Agreement, the Assignor represents that all conditions precedent to the assignment have been satisfied. The Assignor further represents that there has been no damage or destruction to the Project that has not been repaired, restored and replaced in accordance with the terms of the Lease Agreement. 4. Consent of City. Pursuant to Section 13.1(a) of the Lease Agreement, the City hereby consents to the assignment and assumption of the Lease Agreement. 5. No Release of Assignor. The Assignor, who is retaining a one percent (1%) tenant-in-common interest in the Assigned Interests, shall remain jointly and severally liable for all liability under the Lease Agreement occurring on and after the Effective Date, including, without limitation, the indemnification obligations owing to the City and Trustee pursuant to Section 10.5 of the Lease Agreement. 6. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of,Assignor and Assignee and their respective successors and assigns. 2 rMPogi V ! VJo©Oop[IdtgotJIeUa i pony Coun , (2aourro o 7. 11 4tlslf►-tt '[alved and reviewed complete copies of the various other documents relating to the Bonds (the "Other Bond Documents"), a complete set of which is contained in the Transcript of Proceedings Relating to the Issuance of the Bonds(the"Transcript"). 8. Recording. Assignee shall submit this Assignment for recording in the Office of the Recorder of Deeds of Platte County,Missouri on or about the date hereof. • 9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Missouri and each party agrees to jurisdiction and venue in said state and the federal and state courts located in such state. • • [Remainder of page intentionally blank] w z a N W W N 3 FDal@ ©©cncb9o U cD ©0aM L11J Bocunrosnft IN WITNESS WHEREOF,the patties hereto have caused this Agreement to be executed as of the Effective Date. ASSIGNOR: ARGO INNOVATION PARK LOT 6,L.L.C., a Missouri limited liability company By: JD hC.T f�� Its: Manager ACKNOWLEDGMENT STATE OF MISSOURI ) W COUNTY OF 2014, before me, appeared JACKION ) .6r/day of Joseph C. Titters,to me V On this .,�j� it/AA 61, p personally known, who being dui sworn, did say that he is.the Manager of Argo Innovation - Park Lot 6,L.L.C., a Missouri limited liability company (the"Company")and that the foregoing N • ; • instrument was signed for the purposes therein contained on behalf of the Company and by authority of the Company; and he further acknowledged said instrument to be the free act and deed of the Company. IN TESTIMONY WHEREOF, I.have hereunto set my hand and affixed my official seal the day and year first above written. No is -.GnnW t. AkÔa Printed N e My Commission Expires:'3 4c f waT. is St Stale a Weal,cam County I3 ContinbNon•104nn3 MY twenties taikoe n22.2014 4 MIEN@ ©(Durnb, Uncpi© a0 urrn®?ft HIDGS ASSOCIATES,LLC, a Missouri limited liability company By: BK Properties,LLC, a Missouri limi -• liability company Its: Manager tit/ By: I L enneth O. Block,Trustee of the Kenneth O. Block Trust dated January 11, 1991,u amended Its: Manager ACKNOWLEDGMENT STATE OF MISSOURI ) 7WC Ths• N COUNTY OF JACKSON ) w nn fY On this //1F.day of " k S 1' , 2014, before me, appeared Kenneth O. Block, to me personally known, who being duly sworn, did say that be is the Manager of BK Properties, LLC, a Missouri limited liability company, which is the Manager of HIDOS Associates, LLC, a 1, Missouri limited liability company (the "Company") and that the foregoing instrument was signed for the purposes therein contained on behalf of the Company and by authority of the Company; and he further acknowledged said instrument to be the free act and deed of the Company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public V cities. A • Cn/eqt Printed Name My Commission Expifes: 2•I • ao/8 Notal7��NAa Mr �wr Sod Clay COunry cc • sa+ es i11 r 5 41632711.1 /SNACK) K E{ n IBS o 0 Pnga® oou nb9 o��oar�o Unogiadi&LINQQ@alm@nR City of Riverside, Missouri hereby acknowledges and uto the execution and delivery of this Assignment and Assumption of Lease dated Augint 014. CITY: CITY OF RIVERSIDE,MISSOURI By: onorable L.Rose ATTEST: . • Robin Lit 1,eft: pp ACKNOWLEDGMENT tel STATE OF MISSOURI ) )ss: 6) COUNTY OF PLATTE ) On this fa day of August, 2014, before me, personally appeared the Honorable 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 fourth-class city duly organized and validly existing under the laws of the State of Missouri, and that the foregoing instrument was signed for the purposes therein contained on behalf of said City of Riverside,Missouri by authority of its Board of Aldermen, and Mayor Rose acknowledged said instrument to be the free act and deed of said City of Riverside,Missouri. IN WITNESS WHEREOF,I have hereunto set my hand and affixed my official seal, the day and year last above written. sous t.UTTMLI. t • `'.4 2 uwMq paean Baal N Public searra■u.Mar CMS COMMISONI•MIMI ., L. L; // Panted Name My Commission Expires: �� r a.0/S' htapog W W Vllo©©o01aonnium, P fl® ©ounbo v ka©u 1 M �©fc " ay; u ®aft Tutera Investments, L.L.C. hereby acknowledges and consents to the execution and delivery of this Assignment and Assumption of Lease dated4t4a ber 50 ,2014. LENDER: I TUTERA INVESTMENTS,L.L.C., a Missouri limited liability company By: }eSeph ewde Its: Manager ACKNOWLEDGMENT STATE OF MISSOURI ) to )ss. J COUNTY OF JACKSON ) ►o f(� w 5 y � W On thus . da of i , 2014,before me, appeared Joseph C.Tutera,to me is personally known, who being:dttl sworn, did say that he.is the Manager of Tutera Investments, L,L.C,,.a Missouri limited-liability company (the "Company")and that the foregoing instrument pi was Signedfor the purposes therein contained on behalf of the.Cotnpany and by authority of the Company; and he further acknowledged said instrument to be the free act and deed of the Company. • IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my official seal the day and year first above written. 1. Lea0—tr4C- lic ilii/Cy t . :Iitit i -11-1"/A Printed Name - — My Commission Ezpires:� ! Iry wii-aowr B1 aal Slab Mis$,Cap Cooly 1 CanmkNaa f 1/4212/2 I Mr Cirwnala Yaikaa 21.2014 1 7 { E { n ng AMEN@ ©oUljb9 killa0OUr21] Security Bank of Kansas City, as trustee, hereby acknowledges and consents to the execution and delivery of this Assignment and Assumption of Lease dated$.jltsbu, 3f? _,2014. TRUSTEE: SECURITY BANK OF KANSAS CITY, a Kansas , :p • orporation oref By: L <<A' iJ' A./ M .McLaughlin Its: Senior Vice President ACKNOWLEDGMENT STATE OF Kansas ) W )SS. .+ COUNTY OF Wyandotte) W On this 6th day of August, 2014, before me, appeared Matthew D. McLaughlin, to me 0 personally known, who being duly sworn, did say that he/she is a Senior Vice President of ti Security Bank of Kansas City, a Kansas banking corporation, as trustee (the`Trustee")and that the foregoing instrument was signed for the purposes therein contained on behalf of the Trustee and by authority of the Trustee; and he/she further acknowledged said instrument to be the free act and deed of the Trustee. IN WITNESS WHEREOF, I have hereunto set my band and affixed my official seal, the day and year last above written. Or\�o ‘“\._Q�M t Notary Public USA PA.SI IAITO 00.0„l '„inn"" U � 5 1 .E Printed Name My Commission Expires:-11065 a �D h@ 00u. ray9 ooh©aro MInO ivri)W F .� I 114; Jig �� Argo Innovation Park Lot 6,L.L.C., as the holder of the Bonds,hereby acknowledges and consents to the execution and delivery of this Assignment and Assumption of Lease dated Skil/Ala- 3U ,2014. BONDHOLDER: ARCO INNOVATION PARK LOT 6,L.L.C., a Missouri limited liability company By: C. Its: Manager ACKNOWLEDGMENT w STATE OF MISSOURI ) )ss. w COUNTY OF JACKSON ) On this Cl day of 1'441 2014, before we; appeared Joseph C. Titers,to me m • personally known, who being dtd sworn, did say that he is the Manager of Argo Innovation Park Lot 6, L.L.C., a Missouri limited liability company (the"Company") and that the foregoing • instrument was signed for the purposes therein contained on behalf of the Company lad•by authority of the Company; and he further acknowledged said instrument to be the free act and deed of the Company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. ovv 11.1 a\ y�Pdbl3c Toniy Printed Name My Commission Expires' .3)41 JENNY L.NJWIIINMkerY t_WealarY 1 SS M meant Can Cat commits•OWNS retco mseeke War MN M 4a ww 9 ya pnail aVoclipaaMn ormau it P[IEN@ oonre9 io�goiwo Legal Description Lot 6, ARGO INNOVATION PARK, a subdivision in Riverside, Platte County, Missouri according to the Recorded plat thereof to 1 X a a w 1 .v I N 1 , M 10 �SM}r n n(� JLJU`0anil Vl/ VV �'1V g©DOICall so�OoWcai