HomeMy WebLinkAbout2012-022 IDA Resolution Purchase Property IDA Resolution 2012-022
IDA
RESOLUTION NO. 2012-022
A RESOLUTION AUTHORIZING THE SALE AND TRANSFER OF
CERTAIN PROPERTY TO THE CITY OF RIVERSIDE, MISSOURI;
DIRECTING UMB BANK, AS TRUSTEE, TO RELEASE SUCH
PROPERTY FROM THE DEED OF TRUST; AND AUTHORIZING OTHER
ACTIONS IN CONNECTION THEREWITH (HORIZONS INDUSTRIAL III).
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$40,265,000 (the"Bonds"); and.
WHEREAS, the City of Riverside, Missouri ("City"), the IDA, and LIMB Bank, N.A.,
entered into that certain Financing and Cooperation Agreement dated as of May 1, 2007 relating
to the Bonds (the"Financing Agreement"); and
WHEREAS, the Financing Agreement requires that IDA, upon direction of the City,
transfer and sell the Mortgaged Property (as defined in the Financing Agreement), in whole or in
part, in one or more transactions; and
WHEREAS, the IDA has an interest in the Mortgaged Property legally described in
Exhibit A attached hereto; and
WHEREAS, the City has, pursuant to Resolution R-2012-131, a copy of which is
presented with this Resolution and is on file with the Secretary, directed the IDA to convey its
interest in that certain portion of the Mortgaged Property, the legal description of such portion
being:
All of Lot 1 OF RIVERSIDE HORIZONS INDUSTRIAL III EAST, a subdivision in
the City of Riverside, Platte County, Missouri, subject to all easements and
restrictions of record,
to the City upon compliance with the terms and conditions of the Financing Agreement;
NOW THEREFORE, BE IT RESOLVED, by the Board of Directors of the Industrial
Development Authority of the City of Riverside, Missouri as follows:
Section 1. The IDA's conveyance of all right, title and interest in the Property to the City
at the price of$.50 per square foot is hereby approved. There are 424,526 +/-square feet
within the Property making the purchase price of the Property$212,263 (the "Sales Price").
Section 2. The Special Warranty Deed conveying all right, title and interest of the IDA in
the Property is hereby approved in substantially the form attached as Exhibit A and the
IDA Resolution 2012-022
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, such document with such
changes therein as shall be approved by the official of the IDA executing such document, such
official's signature thereon being conclusive evidence of his approval and the IDA's approval
thereof.
Section 3. The IDA hereby requests and directs that LIMB Bank, as Trustee, upon
receipt of the sales price cause the release of the Property from the lien of the Deed of Trust.
Section 4. 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 5. The Resolution shall be in full force and effect from and after its adoption.
ADOPTED THIS_�__DAY OF (' �6�i , 2012.
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:
Secretary
Recorded in Platte County, Missouri
Recording Date/Time: 10/02/2012 at 02:02:01 PM
Instr Number: 2012014897 "'rr'ER
Book: 1198 Page: 695 ;��,•
Type: TRWO
Pages: II2 IyI'� T1 'Fee: $27.011S \
Ill 1111111 tll�lllllllllllllllllllllllllllllllllll111 1
uNrl'�•"��� T1
Grantor: INDUSTRIAL DEV AUTHORITY OF THE CIT... Gloria Boyer,
Grantee: RIVERSIDE CITY OF Recorder of Deeds
Return Recorded Document to:
City of Riverside
Attn: Sarah Wagner
2950 NW Vivion Rd
Riverside,MO 64150
Grantor:
The Industrial Development Authority of the City of
Riverside,Missouri
2950 NW Vivion Road,Riverside,MO 64150
Grantee:
The City of Riverside,Missouri
2950 NW Vivion Road,Riverside,MO 64150
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of�` , 2012 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, as grantor("Grantor'), with a
mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150 to CITY OF RIVERSIDE,
MISSOURI, a fourth class city organized and existing under the laws of the state of Missouri, as
grantee ("Grantee"), with mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150.
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other valuable consideration to it in hand paid by Grantee (the receipt
of which is hereby acknowledged)does by these presents, BARGAIN and SELL, CONVEY and
CONFIRM unto Grantee, its successors and assigns, the lots, tracts or parcels of land, lying,
being and situate in the County of Platte and State of Missouri as described as follows:
All of Lot 1,Riverside Horizons Industrial III East, a subdivision in the City of
Riverside, Platte County, Missouri, subject to all easements and restrictions of record
TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights
privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto
Grantee and unto its successors and assigns forever, Grantor hereby covenanting that it is
lawfully seized of an indefeasible estate in fee of the premises herein conveyed; that it has good
right to convey the same; that said premises are free and clear from any encumbrance (except
Bao k 1198 Page 695
as referenced above) done or suffered by it; and that it will warrant and defend the title to said
premises unto Grantee and unto its successors and assigns forever, against the lawful claims
and demands of all persons whomsoever claiming under it except as above stated.
IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day
and year first above written.
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF RIVERS ID MISSOURI
LD
By:
Leland Finley, President
ATTEST:
By: E �
Sarah Wag n , Secretary
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE ) \— _ '
ON THIS �6'day of �.�C��c 2012, before me, the undersigned, a
Notary Public in and for said County and state, personally appeared Leland Finley, to me
personally known, who being by me duly sworn, did say that he is the President of The
Industrial Development Authority of the City of Riverside, Missouri, a public corporation
duly organized and existing under the laws of the state of Missouri, and that the seal affixed to
the foregoing instrument is the seal of said Authority, and that said instrument was signed and
sealed in behalf of said Authority by free act and deed of said Authority.
WITNESS my hand and official seal in the County and State aforesaid, the day and year
first above written.
Notary Public ignatl/ e
(Seal) c 4AMjgj
Printed or Typed Na e
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commission#11277181
Platte County
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Recorded in Platte County, Missouri
Recording Date/Time: 10/09/2012 at 09:30:34 AM
Instr Number: 2012015160 ""
Book: 1198 Page: 958 �4pPQER OF���o
Type: OR PART
Pages: 5 c 9
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII �L �-,°ouNrv,�,ygo`.
Grantor: UMB BANK NA Gloria Boyer,
Grantee: INDUSTRIAL DEVELOPMENT AUTHORITY OF... Recorder of Deeds
Title of Document: PARTIAL RELEASE
Date of Document: Z033�f ` ; , 2012
Grantor: UMB BANK, N.A.
1010 Grand Blvd., 4th Floor
Kansas City, Missouri, 64106
Grantee: THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF
RIVERSIDE, MISSOURI
2950 NW Vivion
Riverside, Missouri 64150
and
THE CITY OF RIVERSIDE, MISSOURI
2950 NW Vivion Road
Riverside, Missouri 64150
Legal: All of Lot 1,Riverside Horizons Industrial III East, a subdivision in the
City of Riverside, Platte County, Missouri, subject to all easements
and restrictions of record.
Reference: BK1103PG315 BK1103PG316
BK1111 PG854 BK1111 PG853
Return Recorded Document to:
✓ City of Riverside
Attn: Nancy Thompson
2950 NW Vivion Rd
Riverside, MO 64150
Bo-nk 1 198 Pa. g e 958
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 lj� day of ajy6 K_ , 2012 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., 4t" 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, whose address is 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') and the.
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 Corporation Agreement dated May 1, 2007 between The
Industrial Development Authority of the City of Riverside, Missouri and UMB,
N.A.; recorded May 9, 2007 in Book 1103 a Page 315 in the office of the
Recorder of Deeds, Platte County, Missouri ("Financing Agreement").
(ii) A Deed of Trust and Security Agreement, granting a deed of trust lien on the
Property described therein, ("Mortgaged Property") to secure the payment of
the Series 2007 Bonds, and any other amounts or obligations secured thereby,
dated May 1, 2007, and 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 $.50 per square foot.
D. The City directed that the Mortgagor sell to the City 424,526 square feet of the
Mortgaged Property, the legal description of such property being set forth on Exhibit A
("Released Property") and Mortgagor, pursuant to a Special Warranty Deed, has sold and
transferred all right, title and interest in the Released Property to the City.
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Bcr-='k 1 198 Pa. g e 95�
E. The City has paid to Mortgagee the sales price of$.50 per square feet for the
Released Property.
F. Pursuant to Section 6.5 of the Financing Agreement, it is necessary that the
Mortgagee 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. 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 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: LIMB BANK, N.AA
By WtUiU 4I1,1J
Name: Wendee I. Peres
Title: Vice-President
3
Boak 118 F^a. •� � 95B
ACKNOWLEDGEMENT
STATE OF MISSOURI }
) SS.
COUNTY OF JACKSON }
On this, the✓ day ofOtto-6124t' -2012, before me, the undersigned, a
Notary Public appeared Wendee I. Peres, who being before me duly sworn did say that she is a
Vice President 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 myhan nd affixed my notary seal, the day
and year last above written.
Notary Public
My commis/s/sion expires: DELLASPENC%R
/,gO�� Notary - Seal
(
/ STATEE OF OF fAISSOtSSOURi
Jackson County
My Commission Expires.Feb.21.2015
Commission a 11013629
4
E:o.=)k 1 I 9S Pam g e 952
Exhibit A
LEGAL DESCRIPTION OF PROPERTY
All of Lot 1,Riverside Horizons Industrial III East, a subdivision in the City of
Riverside, Platte County, Missouri, subject to all easements and restrictions of record
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