HomeMy WebLinkAbout2015-002 IDA Resolution Sale and Transfer of Property Horizons Industrial V IDA Resolution 2015-002
IDA
AMENDED RESOLUTION NO. 2015-002
A RESOLUTION AUTHORIZING THE SALE AND TRANSFER OF
CERTAIN PROPERTY TO THE CITY OF RIVERSIDE, MISSOURI;
DIRECTING UMB BANK, N.A. TO RELEASE SUCH PROPERTY FROM
THE DEED OF TRUST AND SECURITY AGREEMENT UPON CERTAIN
CONDITIONS; AND AUTHORIZING OTHER ACTIONS IN CONNECTION
THEREWITH (HORIZONS INDUSTRIAL V).
Pursuant to the provisions of Chapter 349, RSMo., as amended, the Board of Directors
of The Industrial Development Authority of the City of Riverside, Missouri (the "IDA"), hereby
adopt this Resolution and direct that this Resolution be filed with the official IDA minutes:
WHEREAS, 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 of Riverside, Missouri ("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) to the City, in
whole or in part, in one or more transactions; and
WHEREAS, the City has, pursuant to Ordinance No. 1409 , a copy of which is presented
with this Resolution and is on file with the Secretary, directed the IDA to convey to the City its
interest in that certain portion of the Mortgaged Property comprising 979,509 +/- square feet, the
legal description of such portion being:
All of Lot 6, RIVERSIDE HORIZONS INDUSTRIAL V EAST, SECOND PLAT, a
subdivision in Riverside, Platte County, Missouri, according to the recorded plat
thereof, recorded December 8, 2014, as Instrument No. 2014013715, in Plat
Book 21 at Page 124 ("Lot 6"); and
WHEREAS, the City conditioned its direction to the IDA to convey Lot 6 only upon
passage by the Board of Aldermen and approval of the Mayor of an Ordinance ("Ordinance
Approving Conveyance of Lot 6") authorizing the City to sell Lot 6 ("the Sale Property") to
Riverside Horizons, LLC ("RH") for the specified sale price through a Purchase and Sale
Agreement and to transfer the Sale Property to RH by way of a Special Warranty Deed, both of
which Purchase and Sale Agreement and Special Warranty Deed are in a form approved by the
City.
NOW THEREFORE, BE IT RESOLVED, by the Board of Directors of the Industrial
Development Authority of the City of Riverside, Missouri as follows:
Section 1. The IDA's conveyance of all right, title and interest in the Mortgaged Property
comprised of 979,509 +/-square feet the legal description of such portion being:
WA 6869617.2
IDA Resolution 2015-002
All of Lot 6 RIVERSIDE HORIZONS INDUSTRIAL V EAST, SECOND PLAT, a
subdivision in Riverside Platte County Missouri according to the recorded plat thereof,
recorded December 8 2014 as Instrument No 2014013715 in Plat Book 21 at Pape
124 ("Lot 6")• said Property hereinafter referred to as Sale Property, to the City at the
price of Four Hundred Eighty-Nine Thousand Seven Hundred Fifty-Four and 50/100
Dollars ($489,754.50) (the "Sale Price') is hereby approved only upon passage by the
Board of Aldermen and approval of the Mayor of an Ordinance authorizing the City to
sell the Sale Property to RH for the Sale Price through a Purchase and Sale Agreement
for and to transfer the Sale Property to RH by way of a Special Warranty Deed.
Section 2. The Special Warranty Deed conveying all right, title and interest of the IDA in
Lot 6 to the City for the Sale Price is hereby approved in the form attached hereto and
incorporated herein as Exhibit "A" (the "Deed"), and the President and Vice President are
hereby authorized only upon passage by the Board of Aldermen and approval of the Mayor of
an Ordinance authorizing the City to sell the Sale Property to RH for the Sale Price through a
Purchase and Sale Agreement for and to transfer the Sale Property to RH by way of a Special
Warranty Deed to enter into, execute and deliver and the Secretary and the Assistant Secretary
are hereby authorized to attest, the Deed, such official's signature thereon being conclusive
evidence of his or her approval and the IDA's approval thereof.
Section 3. The proceeds from the sale of Lot 6 shall be disbursed as provided in the
Financing Agreement. The IDA hereby requests and directs that LIMB Bank, N.A., upon receipt
of the Sale Price, cause the release of Lot 6 from the deed of trust lien on the Mortgage
Property created as security for the Bonds pursuant to that certain Deed of Trust and Security
Agreement, dated May 1, 2007, made by the IDA in favor of LIMB Bank, N.A. Such release
shall be effectuated by execution and recording of a Partial Release in substantially the form
attached hereto and incorporated herein as Exhibit `B"(the "Release").
Section 4. The Deed and then the Release shall be recorded in the land records of
Platte County, Missouri in the order so stated.
Section 5. The President, Vice-President, Secretary, Assistant Secretary and other
appropriate officers and agents of the IDA are hereby authorized to take such further actions
and execute such other documents as may be necessary or desirable to carry out and comply
with the intent of this Resolution.
Section 6. The Resolution shall be in full force and effect from and after its adoption.
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IDA Resolution 2015-002
ADOPTED THIS _ DAY OF MAY, 2015.
This Resolution was adopted at the meeting of the Board of Directors of the IDA duly
called and held this date.
Leland Finley, President
(SEAL)
ATTEST:
Sarah Wagner, Secretary
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IDA Resolution 2015-002
EXHIBIT A
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of May _, 2015, 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:
All of Lot 6, RIVERSIDE HORIZONS INDUSTRIAL V EAST, SECOND PLAT, a
subdivision in Riverside, Platte County, Missouri, according to the recorded plat
thereof, recorded December 8, 2014, as Instrument No. 2014013715, in Plat
Book 21 at Page 124.
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.
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IDA Resolution 2015-002
GRANTOR:
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF RIVERSIDE, MISSOURI
By:
Leland Finley, President
ATTEST:
By:
Sarah Wagner, Secretary
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS_day of May, 2015, 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.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
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IDA Resolution 2015-002
EXHIBIT B
PARTIAL RELEASE
The City of Riverside, Missouri
and
The Industrial Development Authority of the City of Riverside, Missouri
THIS PARTIAL RELEASE is executed on the _ day of May, 2015, by UMB BANK,
N.A., a national association duly organized and existing under the laws of the United States of
America having a corporate trust office located at UMB Bank, N.A., 1010 Grand Blvd., 4`h Floor,
Kansas City, Missouri 64106, Attention: Corporate Trust Department, and its successors and
assigns ("Mortgagee'), for the benefit of the CITY OF RIVERSIDE, MISSOURI, a fourth class
municipality of the State of Missouri having its principal office located at 2950 NW Vivion Road,
Riverside, Missouri 64150 ("City") and THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE City OF RIVERSIDE, MISSOURI, a public corporation organized and existing under the
laws of the State of Missouri, having its principal office located at 2950 NW Vivion, Riverside,
Missouri 64150 ("Mortgagor").
RECITALS:
A. The mortgagor issued its $30,265,000 Revenue Bonds (Riverside Horizons
Infrastructure Project - City of Riverside, Missouri) Series 2007A and $10,000,000 Revenue
Bonds (Riverside Horizons Infrastructure Project - City of Riverside, Missouri) Series 2007B
dated as of May 1, 2007 (the "Bonds").
B. In connection with the Bonds, Mortgagee and Mortgagor entered into a series of
security documents, including (but without limitation):
(i) A Financing and Cooperation Agreement dated May 1, 2007 between
Mortgagee, Mortgagor, and City; recorded May 9, 2007 in Book 1103 at Page 315 in the
office of the Recorder of Deeds, Platte County, Missouri ("Financing Agreement").
(ii) A Deed of Trust and Security Agreement dated May 1, 2007 whereby Mortgagor
granted a deed of trust lien on the property described therein ("Mortgaged Property") to
secure the payment of the Bonds, and any other amounts or obligations secured
thereby; recorded May 9, 2007 in Book 1103 at Page 316 in the office of the Recorder of
Deeds, Platte County, Missouri ("Mortgage").
C. Section 6.3 of the Financing Agreement set the minimum amount per square foot
which must be deposited with the Mortgagee with respect to a sale of all or any portion of the
Mortgaged Property at $.50 per square foot.
D. The City directed that the Mortgagor sell 979,509 square feet of the Mortgaged
Property, the legal description of such property being set forth on Exhibit A ("Released
Property") and Mortgagor, pursuant to a Special Warranty Deed, has sold and transferred all
right, title and interest in the Released Property to City.
E. Mortgagee has been paid the sales price of Four Hundred Eighty-Nine Thousand
Seven Hundred Fifty-Four and 50/100 Dollars ($489,754.50) for the Released Property ($.50
per square foot).
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IDA Resolution 2015-002
F. Pursuant to Section 6.5 of the Financing Agreement, Mortgagee shall release its
lien with respect to the Released Property.
AGREEMENT
NOW, THEREFORE, in consideration of these Recitals, the mutual benefits and
obligations accruing under this and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Mortgagee agrees as follows:
1. Mortgagee does hereby release its lien on the Released Property, the legal
description of which is described on Exhibit A attached hereto and made a part hereof. This is
a partial release of only the Released Property and shall not affect the remaining Mortgaged
Property or the indebtedness thereof on the Mortgage or Financing Agreement.
2. Notwithstanding the release of the lien on the Released Property, the Mortgage,
in the initial principal amount of $30,265,000 for the Series 2007A bonds and $10,000,000 for
the Series 2007B bonds from the Mortgagor to the Mortgagee shall remain in full force and
effect and any indemnities and other obligations under the Mortgage which, by their terms,
survive a release of the lien on the Released Property, shall remain in full force and effect with
respect to the non-released property and are not cancelled.
3. Furthermore, notwithstanding anything to the contrary contained herein, any and
all liens created against the Released Property in the Mortgage and/or the Financing Agreement
are released in their entirety and in all respects, Mortgagee shall have no continuing rights,
interests or privileges whatsoever with respect to the Released Property, or any portion thereof,
and Mortgagee shall have no rights of action, foreclosure, recourse or otherwise whatsoever
with respect to or against the Released Property, or any portions(s) thereof, from and after the
date hereof, including, without limitation, arising from any purported breach or default by
Mortgagor or its successors or assigns of any obligations that purport to have survived the
release made hereby.
IN WITNESS WHEREOF, Mortgagee hereby executes this instrument to be effective as
of the date first written above.
MORTGAGEE: UMB BANK, N.A
By:
Print Name:
Title:
ACKNOWLEDGEMENT
STATE OF MISSOURI }
} SS.
COUNTY OF JACKSON }
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IDA Resolution 2015-002
On this, the day of May, 2015, before me, the undersigned, a Notary Public
appeared who being before me duly sworn did say that s/he is a
of UMB Bank, N.A., a national banking association organized
under the laws of the United States of America and that the seal affixed to the foregoing
instrument is the seal of said association, and that said instrument was signed and sealed on
behalf of said association by authority of its board of directors, and said official acknowledged
said instrument to be executed for the purposes therein stated and as the free act and deed of
said association.
IN WITNESS WHEREOF, I hereunder set my hand and affixed my notary seal, the day
and year last above written.
Notary Public
My commission expires:
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