HomeMy WebLinkAbout2014-002 IDA Resolution Sale Property to Riverside Horizons Industrial IV IDA Resolution 2014-002
IDA
RESOLUTION NO. 2014-002
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; AND
AUTHORIZING OTHER ACTIONS IN CONNECTION THEREWITH
(HORIZONS INDUSTRIAL IV—SUPPLEMENTAL 66 FOOT STRIP).
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
adopts this Resolution and directs 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.Qrjb, 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 56,666 +/- square feet, the
legal description of such portion being:
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 (the"Sale Property").
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 Sale Property to
the City at the price of Twenty-Eight Thousand Three Hundred Thirty-Three and 00/100 Dollars
($28,333.00) (the"Sale Price") is hereby approved.
Section 2. The Special Warranty Deed conveying all right, title and interest of the IDA in
the Sale Property 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 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.
4748563_1
IDA Resolution 2014-002
Section 3. The proceeds from the sale of the Sale Property shall be disbursed as
provided in the Financing Agreement. The IDA hereby requests and directs that UMB Bank,
N.A., upon receipt of the Sale Price, cause the release of the Sale Property from the deed of
trust lien on the Mortgaged 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, then the Release, shall be recorded in the land records of Platte
County, Missouri in the order so stated.
Section 6. 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.
ADOPTED THIS 8th DAY OF JANUARY, 2014.
This Resolution was adopted at the meeting of the Board of Directors of the IDA duly
called and held this date.
By: - C'.
Name:
Title:
(SEAL)
ATTES :
Sarah Wagner, Secretary
4748563_1
IDA Resolution 2014-002
EXHIBIT A
SPECIAL WARRANTY DEED
4748563_1
IDA Resolution 2014-002
EXHIBIT B
PARTIAL RELEASE
4748563_1
BILL NO.2014-004 ORDINANCE NO.��
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 Riverskde, 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 provi les for the terms and conditions upon which Briaroll f 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 Re rights and obligations under the MDA
First Amendment, to Briarcliff Horizons, LLC, an afflltated 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 474M.1
WHEREAS, there are 56,8613 square feet within the Sale Properly 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, NA., 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 Properly to RH LLC for the Sale Price through a Purchase and Sale Agreement
substantially in the some 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 Ssie 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 474850/.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.
Kathleen L. Rose, Mayor
meqPW
o LI rail, Cky�brk
« .
+ Approved as to forth:
Spencer Fane Britt& Brawn*LLP,
Special Counsel to the City
by Jo* Bednar
WA 4748504.1
Exhibit A
Closing Notice
Riv6RsmB HoRmoNs,LLC
63001E RewaE DRreG Sun¢173
KAMMOTY,MMO Mn64131
e.�%% ,2019
Vu FAcimatu.&MI61746430, VUFACIMtn.E01617464MI
m(7DDELIVERY AND US MAIr. HAND DXUYM AND US MAIL
City of Riverside cft of Riverside
City Hall City Hall
2930 NW Vivian Road 2930 NW V inion Road
Riverside,Miasourl 61130 Riverside,Mlaauri 61150
Atm:City Admialetrator Attn:City Attorney
Rot Notke of Intent to Porchaae Certain Pmpery In the Briarcliff Hansom SRo,
Speolllewlly,a part of W 6 of Rt"nM*Horiseaa Itest Ant Plot
Ladles and taentkmon:
Tbs Cily-of-Rivereldr Mit amEi-(Moknown in DRilonhPainp
LLC) vowed knc thal eomin Master Demi magi AV*m* t (the "MDA") on May 10, 2011.
Thereafter,with the ay's emasan6 OR % LLC aavilined IN dols and abliptkns under she
MDA to RrMrotff Hodmk, LLC, which ohanpd its name with the MMsmari Secretary of State 6n
February 21,2012 to Riversido Halm%LLC(the"Dewippor") an affiliated antity of OR HonhPoln6
LLC,
The MDA provides the Developer with cwlain vaskd rights toopurrdhaae,Oam tkm to t ao, all at a
on ofthe paquely within the am of lumd dellosated by Ous MMA known a theSdarollff Hackers
Sl*" The Dow now desire&W pum hu% pursnant In the ssma andel wrAdom oonkkwd in the
MDA,a pod of Lent 6 of Riwrside Horla m Bad First PMI as doploted and described on the enolmed
dmwiag prepmad by Reaakaanoe mRestmsturo Ceambing(the"Pfopwy"� Ther Puvvbw Men for the
Property shall be$24.333,which M basad upon the MDA's purohase price of$0,30 per square four and
the Property's measured sgmuo Rwtnp of 36,666 sawn has as sot"in ter erwWW drawMg.
Therefore, purawnt to Sectian 7.5(s) of to MDA, the Developer hereby provides the City with the
required thirty(30)day prior written Poke or the Devolo(wr's Mtat to pmdrw the property described
and depicted an the oaolauve hereto. The dovelopim part' will be Harlem Industrial IV, LLC, a
Delaware limited liability oompany.
Should you have any questions mprdl%this notice, planes contact On undersigned at your earliest
opportunity. Thank you.
IUveRstos HoRums,LLC
—�(J8 oro,MWAWW
Endoem Drawing prelared by Renamence lnrm* etllm��etthCCaahiime�lulHHfY�—
rlYaan/tlrn1M/eNYSr!>I I
WA 4748501.1
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 reolat of Lots 6. 6 and 7 of
Riverside Horizons East First Plat):
A part of lot 5, RIVERSIDE HORIZONS INDUSTRIAL IV EAST PLAT (a Rapist 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, mora or
less.
WA+74M.]
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 rho
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:
Tho Northwest 65.00 feet of said Lot 6, containing 56,666 square feet, or 1.301 acres,
mare or less.
EXCEPT AND FURTHER SUBJECT TO:
a. The subject property Is convoyed autjoct to that certain Declaration of covenants,
roatrictiona, easententa, charges, assessments and lions for Horizons Business
Park/Planned Development DisWot, 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 heroin 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 4749504.1
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE QTY 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 atate, personally appeared _ _ , to mo personally known, who being by me
duly sworn,did say that he/she is the of The IndosMal Development Authority
of the City of Rlverafdo,Missouri, a public corporation duly organized and existing under the laws of
the +tate of Missouri, and that the anal affixed to the fb�ragoing instrument is the seal of said Authority,
and that said instrument was signed and soalod in behalf of said Authority by tVm 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 1718504.1
Exhibit D
Foran of Purchase and Bab Agreement bebNeen 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 act 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
Briamliff 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 terns 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 bereinafter 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 474850/.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 I.and,by the terms of which the Escrow Agent,as went 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 ice 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 aro
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
famished 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 ton (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 hereaftor 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 Sallees 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 euro such matters.
In the event Seller is, or is doomed 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 and of the Cure Period, whereupon all parties hereto or mentioned heroin 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 Parchaser'a 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 4743504.1
3.02 Sdkes 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) Parchaser's Obligations. Purchaser shall have performed or complied with all
of Purchase's covenants,agreements and obligations under this Agreement;
(c) No Bankruptcy Proceeding. Thera 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 act out in Section 7.5 of the MDA.
3.03 Purchaser's Representations and Warranties.
(a) Pumbaser'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,anter,writ,junction or decree issued against or binding
upon Purchase;
(b) No Pending Proceedings. Purchaser has no actual knowledge that there Is any
action, suit, proceeding or claim afflicting Purchaser or relating to the authority of Purchaser to purchase
the Land;and
(c) Ounce of Foreign Asset&Control(OFAC)Issues.
(1) Purchase represents and warrants that(A) Purchase and each pawn or
entity owning an interest in Purchaser(i)is not currently identified on the List, and(ii) is not a paean 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 fiords or other assets of Purchaser constitute property
of, or aro 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 Purchase is in violation of law.
(2) Purchase 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 4711506.1
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 AMdaviL Execute and deliver an affidevit in form and
substance reasonably satisfaotory to Purchaser confirming that Seller is not a foreign person or entity
within the moaning of Section 1445 of the Internal Revenue Code of 1986,as amended;
(c) Evidence of Authority. Deliver to Purchaser such evidence of Selloes authority
to oonsummate 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;
(f) Tax Certificates. Deliver tax certificates or other written evidence showing that
theca aro 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;
(h) Assignment of Contracts and Assignment of Lasses. Deliver to Purchaser an
absolute assignment of all Contracts concerning the Land entered into by Seller,if any; and
(q 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 Pumbasees 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 474x301.1
(c) Other Items. Execute, acknowledge when 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 Casts. Seller shall pay the premium for the Owner's Title Policy (including
deletion of the standard exceptions set forth in Section 3.011 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 Purchasers 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 Proration.Proration shall be made as follows as of 12.01 a.m.on the Closing Date.
(a) Renta and Income. Collected rents and other income from the Land, if any,
which ars 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 boon paid in full.
(b) Current Ad Valorem Taxes, Real and portional property ad valorem taxes,
assessments and PILOTS pertaining to tho 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 far the year of the Closing aro not available at the Closing,an estimated,tentative proration
of Taxes shall be made using most reset assessment and tax rate information available; provided,
however, that, when the actual taxes fro 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 ata 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 ata portion of such decrease,computed to the Closing,with any such payment to
be made within ton(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 them 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 beam 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 4746504.1
(c) Other Taxes and Assessments. All Taxes to the Closing Date (including
installments due after the Closing Date with respect to special assessments which am payable in
installments)and all Taxes for periods prior to the tax year in which the Closing occurs shall be paid in
frill 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-Qoshrg Adjustments. Seller shall, on or before the Closing, famish 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 passible,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 aro 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
3.01. Purchaser's Remedies.
(a) Remedies for Failure to Close.In the event that Seller fails or Mfom to Canvey
the Land at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant to this Agreement
and this MDA, deposited the Purchase Price with the Escrow Agent, and is prepared to proceed with
Closing, Purchaser may exercise one of the fallowing 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 hereat, or (c) seek specific performance of Seller's obligation to convey the
Land under this Agreement. Concurrently with the execution of this Agreement, Seiler 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.
3.02 Seller's Remedies. If Purchaser wrongfully fails or refuses to perform Purchase's
obligations pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be
entitled,as Sclices 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.Thera 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 4748501.1
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
2930 NW Vivion Road
Riverside,MO 64150
Purchaser: Riverside Horizons,LLC
Attention:Nathaniel Hagodam
6300 N. Revere,Suite 225
Kansas City,MO 64151
The panics hereto shall have*a right from time to time to change their respective addresses, and each
"it have the right to specify as its address any other addraas within the United States of America,by not
less than tan(10)days'prior written notice to the other party.
6.06 Brokarago 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 ftm 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 atter 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 474004.1
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 "heroin," "hereof," "hereunder" and other similar
compounds of the word"here"when used in this Agrcanent 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 mom of the provisions of this Agreement,or the applicability
of any such provision to a specific situation, shall be held invalid or unenfarocable, such provision shall
be modified to the minimum extent necessary to make it or its application valid and enfaroeable, 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 sit original and all of which together shall constitute are and the some
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 herermder 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.
C17 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 main 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 throe(3)business days prior to Closing.
WA47"504.1
6.19 Form of Instrameuts. Except as otherwise provided herein, all instruments to be
famished 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 ad 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 heroin, 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 patty 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 consdtwd 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.
6.2..3 ICflbetive Date; Acceptance.The oflbotive date(the"Effective Date")of this Agreement
shall be the date that the Escrow Agent recoivos and receipts one or more counterparts of this Agreement
that have boon signed by bath Seller and Purchaser.The execution hereof by purchaser shall constitute an
offer by purchaser to Seller to purchase the Land on the torms and conditions heroin stated, which must
be accepted by Seller on or before 5:00 p.m., the City of Riverside, Missouri time, an the tenth (10th)
business day (the "Acceptance Date") following the date set forth below Pu chaWs signature hereto, by
the execution hereof by Seller and the delivery of at least two folVexecuted counterparts of some 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 474W4.r
IN WITNESS WHEREOF,this Agreement has been duly cmuted 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 part's signature to be effective on the Effective Date herein specified.
THE CITY OF RIVERSIDE,MISSOURI,
a Missouri municipal corporation
By:
Kathleen L. Rose,Mayor
Date:
Ems:
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 22014.
Fidelity National Title Insurance Company
By:
Name:
Title:
WA 474M.1
Exhibit E
Fort of Special Warranty Deed iron City to Riverside Horizons, LLC
SPECIAL WARRANTY DEED
THIS INDENTURE is made as ofianuary 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 Streets 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 foot, or 1.301 acres,
more or less.
EXCEPT AND FURTHER SUBJECT TO-
The subject property is conveyed subject to that cerin Declaration of Covenants,
Restrictions, Earsementa, Charges, Assessments and Lions 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 (heroin
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 succemrs 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 474aRM.r
By:
Kathleen L. Rose,Mayor
ATTEST:
By:
Robin Littrell,City Clerk
AC_KNOWLFJ)GENM
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 duty
organised and existing under tho laws of the state of Missouri, and that the soil affixed to the foregoing
instrument is the seal of said municipality, and that instrument was signed and scaled in behalf of said
municipality by floe act and decd 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:
WA474&%4.1
3v�3
Recorded In Platte County, Missouri
Recording Date/Time: 01/16/2014 at 02:03:21 PM
Inatr Number: 2014000538
ss
ssuoPQeR OF
Book: 1223 Pape: 606 ;�4
Type: TR WD
Grantor: INDUSTRIAL DEVELOPMENT AUTHORITY OF... Gloria Boyer,
Grantee: RIVERSIDE MISSOURI CITY OF Recorder of Deeds
For recording purposes only:
COVER PAGE FOR RECORDING
1. Title of Document: Special Warranty Deed
2. Date of Document: Januaryb, 2014
3. Grantor Name and Address: THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF RIVERSIDE, MISSOURI
2950 NW Vivion Road
Riverside,Missouri 64150
4. Grantee Name and Address: CITY OF RIVERSIDE, MISSOURI
2950 NW Vivion Road
Riverside, Missouri 64150
5. Legal Description/Address: On Page 1
6. Book and Page Reference: N/A
PLEASE RETURN RECORDED DOCUMENT TO:
City Administrator
City of Riverside, Missouri
2950 NW Vivion Road
Riverside, Missouri 64150
Ea.=.c. k 122"—" Pa. g
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of January 14, 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:
Beginning on the Southwestern corner of Lot 6, continuing southeasterly along the lot
line the distance of 65 feet, then running Northeasterly across Lot 6 maintaining a
distance of 65 feet from the boundary line with Lot 5,RIVERSIDE HORIZONS EAST
FIRST PLAT, until reaching the northern boundary of Lot 6, then running
Northwesterly along the lot line the distance of 65 feet to the Northwestern comer of
Lot 6, then along the western boundary of Lot 6 to the point of beginning, such parcel
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.
1
E:._.._. 1:_ 122:f, 606
IN WITNESS WHEREOF,Grantor has caused these presents to be signed as of the day
and year first above written.
GRANTOR:
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF
RIVERSIDE,MISSOURI
.i By:
Name: '•
Title:
ATTEST:
By.
Sarah Wagner, Secreta
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS�`i`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 ature
(Seal) _ �_
�TPrinted or T ed Name
My Commission Expires:t4o->ecN�Q" \3,aGS \\`t't\��innnu,�'
``cti?\A Wp G.`v"*,
50v�tY
'ComP'a ^CountY71