HomeMy WebLinkAbout2012-024 IDA Resolution Sell Property South of Goodwin to Northpoint IDA Resolution 2012-024
IDA
RESOLUTION NO. 2012-024
A RESOLUTION AUTHORIZING THE SALE AND TRANSFER OF
CERTAIN PROPERTY TO NORTHPOINT DEVELOPMENT, LLC;
DIRECTING UMB BANK, AS TRUSTEE, TO RELEASE SUCH
PROPERTY FROM THE DEED OF TRUST; AND AUTHORIZING OTHER
ACTIONS IN CONNECTION THEREWITH (SOUTH OF GOODWIN).
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 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 City has, pursuant to Resolution R-2012-142, 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:
see Exhibit A attached, (the "Property")
to NorthPoint Development, LLC ("NorthPoint") 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
NorthPoint at the price of$294,000 plus such additional compensation and commitments
contained in the Agreement of Purchase and Sale between the Industrial Development Authority
of the City of Riverside, Missouri and NorthPoint Development, LLC attached hereto as Exhibit
"B"is hereby approved. There are 490,000 +/- square feet within the Property.
Section 2. The Special Warranty Deed conveying all right, title and interest of the IDA in
the Property is hereby approved in substantially the form attached as Exhibit "C'and the
President and Vice President are hereby authorized to enter into, execute and deliver and the
Secretary and the Assistant Secretary are hereby authorized to attest, such document with such
IDA Resolution 2012-024
changes therein as shall be approved by the official of the IDA executing such document, such
official's signature thereon being conclusive evidence of his approval and the IDA's approval
thereof.
Section 3. The proceeds from the sale of the Property shall be disbursed as provided in
the Financing Agreement. The IDA hereby requests and directs that LIMB Bank, as Trustee,
upon receipt of$.50 per square foot ($245,000) to cause the release of the Property from the
deed of trust lien on the Mortgage Property created as security for the Series 2007 Bonds.
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 cant' 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 j LDAY OF li(u 6&t/ 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:
W
Secretary
IDA Resolution 2012-024
EXHIBIT A
LEGAL DESCRIPTION
(the "Property")
Part of the Northwest Quarter of Fractional Section 7,Township 50 North, Range 33 West, in the City of
Riverside, Platte County, Missouri, described as follows:
Commencing at the Northeast corner of said Northwest Quarter;thence South 00"20'45"West,
coincident with the East line of said Northwest Quarter, 25.00 feet to the Point of Beginning;thence
continuing South 00"20'45"West, coincident with said East line, 324.77 feet;thence departing said East
line, North 89'23'44"West, parallel with the North line of said Northwest Quarter, 1,408.32 feet to a
point on the East line of the Levee right-of-way line as recorded as Document No. 19451, in Book 957,
Page 142, by the Platte County Recorder of Deeds;thence North 02°14'31"West, coincident with said
East right-of-way line, 111.13 feet;thence North 00051'31" East,continuing along said East right-of-way
line,238.68 feet to a point on the North line of said Northwest Quarter;thence South 89°23'44" East,
coincident with said North line, 1,352.50 feet to a point 50.00 feet West of the Northeast corner
thereof,thence departing said North line,South 00'20'45"West,_parallel with the East line of said
Northwest Quarter,25.00 feet;thence South 89°23'44" East, parallel with the North line of said
Northwest Quarter, 50.00 feet to the Point of Beginning.
Return Recorded Document to:
City of Riverside
Attn: Sarah Wagner
2950 NW V'ivion Rd
Riverside,MO 64150 Grantor:
The Industrial Development Authority of the City of
Riverside,Missouri
2950 NW Vivion Road,Riverside,MO 64150
Grantee:
NorthPoint Development,LLC
6300 Revere—Suite 225,Kansas City,MO 64151
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of 12012 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 NORTHPOINT
DEVELOPMENT, LLC, a Missouri limited liability company, as grantee ("Grantee"), with mailing
address of 6300 North Revere—Suite 225, Kansas City, Missouri 64151.
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:
See attached Exhibit"A"
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
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 RIVERSIDE, MISSOURI
N
By: 0 --" ,2 q
Leland Finley, President
ATTEST:
By:
Sarah Wagner, Se tary
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS_day of 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. ,0\ AH
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EXHIBIT A
Part of the Northwest Quarter of Fractional Section 7,Township 50 North, Range 33 West, in the City of
Riverside, Platte County, Missouri, described as follows:
Commencing at the Northeast corner of said Northwest Quarter;thence South 00"20'45"West,
coincident with the East line of said Northwest Quarter, 25.00 feet to the Point of Beginning;thence
continuing South 00"20'45"West, coincident with said East line, 324.77 feet;thence departing said East
line, North 89'23'44"West, parallel with the North line of said Northwest Quarter, 1,408.32 feet to a
point on the East line of the Levee right-of-way line as recorded as Document No. 19451, in Book 957,
Page 142, by the Platte County Recorder of Deeds;thence North 02°14'31"West, coincident with said
East right-of-way line, 111.13 feet;thence North 00051'31" East, continuing along said East right-of-way
line,238.68 feet to a point on the North line of said Northwest Quarter;thence South 89"23'44" East,
coincident with said North line, 1,352.50 feet to a point 50.00 feet West of the Northeast corner
thereof;thence departing said North line,South 00020'45"West, parallel with the East line of said
Northwest Quarter,25.00 feet,thence South 89'23'44" East, parallel with the North line of said
Northwest Quarter, 50.00 feet to the Point of Beginning.
AGREEMENT OF PURCHASE AND SALE
BETWEEN
INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF RIVERSIDE,MISSOURI("SELLER")
AND
NORTHPOINT DEVELOPMENT,LLC("PURCHASER")
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of the
Effective Date hereinafter defined by and between the INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI ("Seller'), and NORTHPOINT
DEVELOPMENT, LLC, a Missouri limited liability company, and/or its assigns ("Purchaser'). 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:
WHEREAS, Seller currently owns the real property comprising 490,000 square feet as described
in Exhibit A hereto (the "Land") and wishes to sell the Land to Purchaser on the terms herein set forth,
and Purchaser wishes to purchase the Land on the terms herein set forth;
NOW, THEREFORE, in consideration of the premises,TEN AND N0/100 DOLLARS ($10.00)
and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,
and the mutual undertakings of the parties hereinafter set forth, it is hereby agreed by the parties as
follows:
ARTICLE I
SALE AND PURCHASE
1.01 Sale and Purchase. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase
from Seller, the Land. The Purchase Price (the "Purchase Price") for the Land shall be Two Hundred
Ninety-Four Thousand Five Hundred Dollars ($294,000.00). It is acknowledged and agreed that the Land
described herein to be purchased is subject to being platted in accordance with applicable state and
municipal law.
1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Assured
Quality Title Company, Attention: Don Rodgers, 1001 Walnut Street, Kansas City, Missouri 64106,
phone number (816) 221-2880, fax number (816) 221-2884 (the "Escrow Agent"). No Earnest Money
shall be required of Purchaser.
ARTICLE II
TITLE AND SURVEY DOCUMENTS
2.01 Title Commitment.Seller shall,within three(3)days after the Effective Date, at Seller's
sole cost and expense, cause to be prepared and furnished to Purchaser an updated title commitment for
the Title Policy(the "Title Commitment")issued by Assured Quality Title Company(the "Title Insurer')
showing Seller as the record title owner of the Land,by the terms of which the Escrow Agent, as agent for
the Title Insurer, agrees to issue to or for Purchaser a standard ALTA form of owner's policy of title
insurance(the"Title Policy") at the Closing with respect to the Land in the amount of the Purchase Price,
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insuring Purchaser's fee simple title to the Land to be good and indefeasible subject to the terms of such
Title Policy and the exceptions specified therein,together with readily legible copies of all documents and
plats,if any,which are referred to in the Title Commitment. Seller and Purchaser shall pay the expenses
of obtaining the Title Policy as hereinafter provided. The Title Policy shall exclude all standard pre-
printed exceptions.
2.02 Survey. Purchaser shall, at Purchaser's sole cost and expense (but subject to
reimbursement by Seller at the Closing), cause to be prepared and furnished to Purchaser, Purchasers
legal counsel and the Escrow Agent, an 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 and ending on three (3) days prior to Closing in which to
notify Seller in writing of any objections Purchaser has to any matters shown on the Title Commitment
and the Survey. All objections raised by Purchaser in the manner herein provided are hereafter called
"Objections." Seller shall have the option,but not the obligation, to remedy or remove all Objections(or
agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the
period of time(the"Cure Period') ending on the earlier of(a)the second(2nd)business day after Sellers
receipt of Purchaser's notice of such Objections, and (b) the business day immediately preceding the
Closing Date. Except to the extent that Seller cures, or agrees in writing to cure, such Objections during
the Cure Period, Seller shall be deemed to have elected not to cure such matters. In the event Seller is, or
is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree
irrevocably to do so at or prior to Closing) within the Cure Period, then either(i)this Agreement may be
terminated in its entirety by or on behalf of Purchaser by giving Seller written notice to such effect during
the period of time (the "Termination Period')ending on the earlier of(A) the second(2nd)business day
following the end of the Cure Period, and (B) the Closing Date, whereupon all parties hereto or
mentioned herein shall be released and relieved of further obligations, liabilities or claims hereunder; or
(ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to
have waived such Objections if notice of termination is not given within the Termination Period. Any
title encumbrances or exceptions which are set forth in the Title Commitment or Survey 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 lII
CONDITIONS PRECEDENT TO CLOSING
3.01 Purchaser's Conditions Precedent. Purchaser's obligation to consummate the
transaction contemplated herein is conditioned upon satisfaction of Seller's performance or compliance
with all of Sellers covenants,agreements and obligations under this Agreement.
3.02 Seller's Conditions Precedent. Seller's obligation to consummate the transaction
contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the
Closing, any one or more of which conditions precedent may be waived by Seller in Sellers sole
discretion:
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(a) Representations and Warranties.None of the representations and warranties of
Purchaser set forth in Section 3.03 of this Agreement shall be untrue or inaccurate;
(b) Purchaser's Obligations. Purchaser shall have performed or complied with all
of Purchaser's covenants,agreements and obligations under this Agreement;and
(c) No Bankruptcy Proceeding. There shall not have been instituted by or against
Purchaser any bankruptcy proceeding.
3.03 Purchaser's Representations and Warranties.
(a) Purchaser's Authority. This Agreement has been duly authorized by requisite
action and is enforceable against Purchaser in accordance with its terms; neither the execution and
delivery of this Agreement nor the consummation of the sale provided for herein will constitute a
violation or breach by Purchaser of any provision of any agreement or other instrument to which
Purchaser is a party or to which Purchaser may be subject although not a party, or will result in or
constitute a violation or breach of any judgment, order, writ,junction or decree issued against or binding
upon Purchaser;
(b) No Pending Proceedings. Purchaser has no actual knowledge that there is any
action, suit,proceeding or claim affecting Purchaser or relating to the authority of Purchaser to purchase
the Land;and
(c) Office of Foreign Assets Control(OFAC)Issues.
(1) Purchaser represents and warrants that (A)Purchaser and each person or
entity owning an interest in Purchaser (i) is not currently identified on the list of specially designated
nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury
Department, Office of Foreign Assets Control and any other similar list maintained by the Office of
Foreign Assets Control (the "List"), and (ii) is not a person or entity with whom a citizen of the United
States is prohibited to engage in transactions by any trade embargo, economic sanction, or other
prohibition of United States law, regulation, or Executive Order of the President of the United States, (B)
none of the funds or other assets of Purchaser constitute property of,or are beneficially owned,directly or
indirectly, by any Purchaser Embargoed Person (as hereinafter defined), (C) no Purchaser Embargoed
Person has any interest of any nature whatsoever in Purchaser (whether directly or indirectly), (D)
Purchaser has implemented procedures, and will consistently apply those procedures, to ensure the
foregoing representations and warranties remain true and correct at all times. The term "Purchaser
Embargoed Person" means any person, entity or government subject to trade restrictions.under U.S. law,
including but not limited to,the International Emergency Economic Powers Act,50 U.S.C. §1701 et seq.,
the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations
promulgated thereunder, with the result that the investment by Purchaser is prohibited by law or
Purchaser is in violation of law.
(2) Purchaser also shall require, and shall take reasonable measures to ensure
compliance with the requirement, that no person who owns any other direct interest in Purchaser is or
shall be listed on any of the Lists or is or shall be a Purchaser Embargoed Person.This Section shall not
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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 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; provided,
however, that the Closing shall occur on or before October 15, 2012. 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 fallowing:
(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 to the Permitted Exceptions;
(b) Non-foreign Person Affidavit. Execute and deliver an affidavit in form and
substance reasonably satisfactory to Purchaser confirming that Seller is not a foreign person or entity
within the meaning of Section 1445 of the Internal Revenue Code of 1986,as amended;
(c) Evidence of Authority. Deliver to Purchaser such evidence of Seller's authority
to consummate the sale of the Land as is contemplated in this Agreement or as Purchaser or the Escrow
Agent may reasonably request;
(d) Possession of the Land.Deliver possession of the Land to Purchaser;
(e) Owner's Title Policy.Deliver or cause the Title Insurer to commit to delivering
the Title Policy;
(f) Tax Certificates. Deliver tax certificates or other written evidence showing that
there are no delinquent taxes, assessments or PILOTS affecting the Land as of the Closing Date;
(p) Assignment of Contracts and Assignment of Leases. Deliver to Purchaser an
absolute assignment of all Contracts concerning the Land entered into by Seller,if any;and
(h) Other Documents.Execute, acknowledge where required and/or deliver any and
all other items contemplated by the terms of this Agreement or reasonably required by Purchaser or its
legal counsel or by the Escrow Agent.
4.03 Purchaser's Closing Matters.At the Closing,Purchaser shall do the following:
(a) Purchase Price. Deliver the Purchase Price to the Escrow Agent by U. S.
Federal Reserve System wire transfer or other immediately available good funds;
(b) Evidence of Authority.Deliver such evidence of authority to close the purchase
of the Land pursuant to this Agreement as Seller or the Escrow Agent reasonably requests;and
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(c) Other Items. Execute, acknowledge where required and/or deliver any and all
other items contemplated by the terms of this Agreement or reasonably required by Seller or its legal
counsel or by the Escrow Agent.
4.04 Closing Costs. Seller shall pay the premium for the Owner's Title Policy (including
deletion of the standard exceptions set forth in Section 3.01), all recording charges for the Deed, all costs
of the Tide Policy, all costs of the Survey, and any special charges or assessments affecting the Land
required to be paid prior to Closing to deliver unencumbered title to the Land to Purchaser. Purchaser
shall pay all costs and expenses relating to Purchaser's financing, including any recording fees for
Purchaser's security documents and the cost of any mortgagee or loan policy required by Purchaser's
lender, and the cost of any endorsements or special coverages required by Purchaser to the Title Policy.
Each party shall be responsible for the payment of its own attorneys'fees incurred in connection with this
Agreement and all other expenses which such party incurs. The parties shall split any escrow fee and
expenses charged by the Escrow Agent.
4.05 Prorations.Prorations shall be made as follows as of 12:01 a.m.on the Closing Date:
(a) Rents and Income. Collected rents and other income from the Land, if any,
which are attributable to the period of time in which the Closing occurs shall be prorated between the
parties as of the Closing, and Purchaser shall receive credit against the Purchase Price for the portion of
such rents and other income which is attributable to the period after Closing.Delinquent rents shall not be
prorated; provided, however, that, if Purchaser collects any delinquent rents or expense reimbursements
after Closing, Purchaser agrees to pay to Seller any delinquent rents or expense reimbursements
attributable to the period prior to the Closing Date after all rents or expense reimbursements attributable
to the period from and after the Closing Date shall have been paid in full.
(b) Current Ad Valorem Taxes. Real and personal property ad valorem taxes,
assessments and PILOTS pertaining to the Land for the year in which the Closing occurs shall be prorated
as of the Closing(collectively, "Tames"),based upon actual days involved. Seller shall be responsible for
all Taxes pertaining to the Land for any period prior to the Closing. Purchaser shall receive credit on the
amount of the cash payments to be made by Purchaser pursuant hereto for the prorated amount of such
Taxes for the year of Closing which is chargeable to Seller. In connection with the proration of Taxes, if
actual figures for the year of the Closing are not available at the Closing, an estimated, tentative proration
of Taxes shall be made using most recent assessment and tax rate information available; provided,
however, that, when the actual taxes for the year of the Closing are available, a corrected proration of
taxes shall be made.If such Taxes for the year of the Closing increase over those for the preceding year,
Seller shall pay to Purchaser a pro rata portion of such increase, computed to the Closing Date, and
conversely, if such taxes for the year of the Closing decrease from those of the preceding year,Purchaser
shall pay to Seller a pro rata portion of such decrease,computed to the Closing,with any such payment to
be made within ten (10) days after notification by either party that such adjustment is necessary. If all or
part of the Land is located in a tax parcel for the year of Closing which includes property that is not
within the Land, then the Taxes attributable to such tax parcel for the land value only and excluding the
value of any improvements there for the year of Closing shall be allocated between the Land (or
applicable portion thereof) and the other portions of such tax parcel on the basis of the percentages which
the gross surface areas of the Land (or applicable portion thereof) and such other portions of such tax
parcel represent of the total gross surface area of such tax parcel.If all or part of the Land is located in a
tax parcel for the year of Closing which includes property that is not within the Land, and all Taxes
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attributable to such tax parcel shall not have been paid in full at or prior to the Closing Date, each of
Seller and Purchaser shall be obligated to deposit in escrow with the Escrow Agent at Closing an amount
equal to the Taxes estimated to be due with respect to their respective portions of such tax parcel for the
entire year of Closing, which amounts will be held by Escrow Agent pursuant to an escrow agreement in
form reasonably acceptable to Seller and Purchaser.This provision shall survive the Closing.
(c) Other Taxes and Assessments. All Taxes to the Closing Date (including
installments due after the Closing Date with respect to special assessments which are payable in
installments) and all Taxes for periods prior to the tax year in which the Closing occurs shall be paid in
full by Seller on or before the Closing Date. Seller shall be responsible for and indemnify Purchaser
against any Taxes attributable to the period prior to the Closing Date, including, but not limited to, any
Taxes deferred to subsequent years due to an exemption or special use valuation.
(d) Post-Closing Adjustments. Seller shall, on or before the Closing, furnish to
Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary to
compute the foregoing proration of Taxes.To the extent possible, the amount of any adjustment described
in this section shall be estimated and paid at the Closing based upon the best information available to
Purchaser and Seller at the time, and shall be adjusted as soon thereafter as may be reasonably practicable
when final billings are available or when such amounts may be determined with reasonable certainty. The
foregoing obligations shall survive the Closing, any other provision hereof to the contrary
notwithstanding.
ARTICLE V
REMEDIES
5.01. Purchaser's Remedies.
(a) Remedies for Failure to Close.In the event that Seller fails or refuses to convey
the Land at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant to this Agreement,
deposited the Purchase Price with the Escrow Agent, and is prepared to proceed with Closing, Purchaser
may exercise one of the following exclusive remedies: (a) terminate this Agreement by giving Seller
written notice of such election prior to or at the Closing, and thereupon this Agreement shall terminate,
and all parties hereto or mentioned herein shall be relieved and released of all further obligations, claims
and liabilities hereunder; (b)to waive,prior to or at the Closing, the applicable objection or condition and
proceed to the Closing of the transaction contemplated hereby in accordance with the remaining terms
hereof; or(c) seek specific performance of Seller's obligation to convey the Land under this Agreement.
Concurrently with the execution of this Agreement, Seller and Purchaser, at Purchaser's request, shall
execute a memorandum of this Agreement that Purchaser will be entitled to record in the appropriate real
property records of Platte County, Missouri, in order to give constructive notice of the existence of this
Agreement.
5.02 Seller's Remedies. If Purchaser wrongfully fails or refuses to perform Purchasers
obligations pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be
entitled,as Seller's sole and exclusive remedy,to terminate this Agreement by written notice to Purchaser.
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ARTICLE VI
MISCELLANEOUS
6.01 Escrow Instructions.Intentionally Omitted.
6.02 Integration. This Agreement constitutes the entire and final expression of the agreement
of the parties hereto and supersedes all prior agreements and understandings of the parties, either oral or
written.There are no other agreements,oral or written,between the parties regarding the Land.
6.03 Modification. This Agreement can be amended only by written agreement signed by the
parties hereto and by reference made a part hereof.
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: Industrial Development Authority of the City of Riverside,Missouri
c/o The City of Riverside,Missouri
Attention:Mayor
City Hall
2950 NW Vivion Road
Riverside,MO 64150
Purchaser: NorthPoint Development,LLC
Attention:Nathaniel Hagedorn
6300 North Revere,Suite 225,
Kansas City,Missouri 64151
The parties hereto shall have the right from time to time to change their respective addresses, and each
shall have the right to specify as its address any other address within the United States of America,by not
less than ten(10)days'prior written notice to the other party.
6.06 Brokerage Commissions. Each party represents and warrants that no real estate
brokerage commission fee is payable to any person or entity in connection with the transaction
contemplated hereby, and each party shall indemnify, defend and hold the other party harmless from and
against the payment of any commission or fee to any person or entity claiming, or alleging to claim, by,
through or under the indemnifying party.
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WA 3786434.1
6.07 Time. Time is of the essence in all things pertaining to the performance of this
Agreement.
6.08 Survival of Obligations. To the extent necessary to carry out the terms and provisions
hereof, the terms, conditions, warranties,representations, obligations and rights set forth herein shall not
be deemed terminated at the time of the Closing, nor shall they merge into the various documents
executed and delivered at the time of the Closing. All representations and warranties by Seller in this
Agreement (i) will expire one (1) year after the Closing Date as to matters for which Purchaser has not
provided written notice to Seller within such period of time; and(ii)will expire as to all matters specified
in any such written notice to the extent that such matters are not resolved or made the subject of litigation
instituted prior to the expiration of three(3)years after the Closing Date.
6.09 APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THE
STATE OF MISSOURI SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT,
INTERPRETATION AND VALIDITY OF THIS AGREEMENT. THE OBLIGATIONS OF THE
PARTIES ARE PERFORMABLE, AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF
THIS AGREEMENT SHALL LIE, IN PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER
EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
6.10 Headings. The headings that have been used throughout this Agreement have been
inserted for convenience of reference only and do not constitute matters to be construed in interpreting
this Agreement.
6.11 Terminology. Words of any gender used in this Agreement shall be held and construed
to include any other gender and words in the singular number shall be held to include the plural, and vice
versa, unless the context requires otherwise. The words "herein," "hereof,' "hereunder" and other similar
compounds of the word"here" when used in this Agreement shall refer to the entire Agreement and not to
any particular provision or section. The words "include" and "including" shall be deemed to be followed
by the phrase"without limitation"unless otherwise qualified.
6.12 Construction of Agreement. This Agreement shall not be construed more strictly
against one party than against the other merely by virtue of the fact that it may have been prepared by
legal counsel for one of the parties, it being recognized that both Seller and Purchaser have contributed
substantially and materially to the preparation of this Agreement.
6.13 Severability.If any one or more of the provisions of this Agreement, or the applicability
of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall
be modified to the minimum extent necessary to make it or its application valid and enforceable, and the
validity and enforceability of all other provisions of this Agreement and all other applications of any such
provision shall not be affected thereby.
6.14 Counterpart Execution.This Agreement may be executed in several counterparts, each
of which shall be fully executed as an original and all of which together shall constitute one and the same
instrument.
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WA 3766434.1
6.15 Further Acts.In addition to the acts recited in this Agreement to be performed by Seller
and Purchaser, Seller and Purchaser agree to perform or cause to be performed at the Closing or after the
Closing any and all such further acts as may be reasonably necessary to consummate the transactions
contemplated hereby.
6.16 Litigation. In the event of litigation between the parties with respect to the Land, this
Agreement, the performance of the obligations hereunder or the effect of a termination under this
Agreement, the losing party shall pay all reasonable attorneys'fees and expenses and court costs incurred
by the prevailing party in connection with such litigation.
6.17 Benefit. This Agreement is for the benefit only of the parties hereto or their respective
heirs, personal representatives, successors and assigns, and no other person or entity shall be entitled to
rely hereon,receive any benefit herefrom or enforce against any party hereto any provision hereof.
6.18 Assignment. Purchaser may assign this Agreement and all rights hereunder without
restriction, provided that (i) Purchaser shall remain jointly and severally liable with the assignee for the
obligations contained in this Agreement; (ii)Purchaser, and any assignee by accepting assignment of this
Agreement, expressly agrees to defend and indemnify Seller from any litigation arising out of the
assignment; (iii) written notice of the assignment, including the name of the assignee, is provided to
Seller at three(3)business days prior to Closing.
6.19 Form of Instruments. Except as otherwise provided herein, all instruments to be
furnished hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such
instrument.
6.20 Tenders of Performance.All tenders of performance shall be made at the Closing and at
or before the time specified for the Closing.
6.21 Legal Holidays and Business Days.If any date herein set forth for the performance of
any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided
should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall
be deemed acceptable on the next business day following such Saturday,Sunday or legal holiday.As used
herein, the term "legal holiday" means any federal holiday for which financial institutions or post offices
in Riverside, Missouri are generally closed for observance thereof. As used herein, the term "business
day" shall mean a day which is not a Saturday,Sunday or legal holiday.
6.22 Nonwaiver. Except as otherwise specifically provided for hereunder, no party shall be
deemed to have waived any of its rights hereunder unless such waiver is in writing and signed by the
party waiving such right. Except as otherwise specifically provided for hereunder, no delay or omission
by any party in exercising any right shall operate as a waiver of such right or of any other right.A waiver
on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future
occasion.Except as otherwise provided in Sections 5.01 and 5.02 hereof, all rights and remedies, whether
evidenced hereby or by any other agreement, instrument or paper, will be cumulative and may be
exercised separately or concurrently.
6.23 Effective Date; Acceptance.The effective date (the"Effective Date")of this Agreement
shall be that date that the last party hereto signs the Agreement.
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WA 3786434.1
6.24 Subsequent Land Sale. The Purchaser, following acquisition of the Land, may, in its
sole discretion, sell the Land (or a portion of the Land) to another person or entity ("Subsequent Land
Sale"). The Purchaser may set the sales price for the Subsequent Land Sale in its sole discretion (the
"Subsequent Land Sale Purchase Price"). Purchaser shall make a payment to the City upon (a) a
Subsequent Land Sale which closes within one year after the Closing, or (b) a Subsequent Land Sale
which closes later than one year after the Closing,but for which negotiations began within one year after
the Closing, equal to fifty percent(50%)of the sum of(i) the Subsequent Land Sale Purchase Price, less
(ii)Purchaser's cost to purchase the Land from the City. (For example, if Purchaser makes a Subsequent
Land Sale in the fust year following Closing at$1.50 per square foot,then the City would be entitled to a
payment of$0.45 per square foot, [$1.50 - $0.60 = $0.90 x 50% = $0.45]). If the Purchaser sells or
otherwise transfers the Land (or a portion of the Land) for less than the Purchase Price within one year
after Closing, the Seller shall be entitled to receive $0.25 per square foot of such sales price for a
Subsequent Land Sale. The obligation to pay the City the Subsequent Land Sale Purchase Price described
in this Section shall survive Closing for a period of one year and be in effect so long as the Purchaser
and/or Transferee owns any portion of the Land during such one year period. It is acknowledged and
agreed that the Land ultimately may be transferred to Horizons West Land, LLC ("Transferee") within
seven(7) days after Closing and will not be subject to this Subsequent Land Sale provision.
[Remainder of page left blank intentionally,signature page follows]
[P/nocsn893/02&006754832[
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WA 3766434.1
IN WITNESS WHEREOF, this Agreement has been duly executed in multiple counterparts(each
of which is to be deemed an original for all purposes) by the parties hereto on the respective date
appearing below each party's signature to be effective on the Effective Date herein specified.
SELLER:
INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE CITY OF RIVERSIDE,MISSOURI
' t
By:
Name:
Title: �esedlek&
Date: I() - L L- I raY- 2012.
PURCHASER:
NORTHPOINT DEVELOPMENT,LLC
By:
Name: Kfaktrtnr�
Title:
Date: 2012.
ESCROW AGENT RECEIPTS
The undersigned Escrow Agent acknowledges receipt of this Agreement of Sale and Purchase
and agrees to be bound by the terms of this Agreement this day of 2012.
ASSURED QUALITY TITLE COMPANY
By:
Name:
Title:
IPMod1893Au6M754832 I
11
WA 3786434.1
EDIT A
DESCRIPTION OF THE LAND
The Land generally is described as a portion of the real property located in Riverside, Platte County, Missouri
having Parcel No.23-3.0-07-000-000-012-000(the location of such Parcel being generally shown in the map below)
comprising approximately four hundred ninety thousand(490,000)square feet in the northern part of said parcel and
having a general dimension of 1,402.5 feet on the northern and southern boundaries and 349 feet on the eastern and
western boundaries. Upon confirmation of the Land's legal description pursuant to the Survey,the Parties agree that
such legal description shall be inserted and appended to this Exhibit A and shall be incorporated herein by this
reference.
Exhibit A
Property Exhibit
Exception
N. Line NW 1 4 NE 50x20' N£Cor. NW 1/4
Sea ], 750N, 33W 1,000 SF.f �Froetionel Sec 7, TSM, R3JW
349't 490.000 S.F.3
}402.5'f
IT
t
O 250' 500'
Descriptien
The North 491,000 square feet,more or less,of the Northwest Quarter of Fractional Section 7,Township
50 North,Range 33 West,in the City of Riverside,Platte County,Missouri,except the Northeast 1,000
squaro fccq more or less,taken for right-of-way,containing 490,000 square feet,more or less.
' Renaissance ln[asuvcture
Consulting %Iry )
11490 Sw>,g l.h+v Road I Isx.m,lCaa.0 662t5 I
(9t3)}17AS1%1 I ,swwaeninla-wcv+re.wm
tPMocsn8931026/00675453;2 1
12
WA 3786434.1
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:
Prairie Property,LLC
1100 Main St.,Suite 2121,Kansas City MO 64105
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 PRAIRIE PROPERTY,
LLC, a Missouri limited liability company, as grantee ("Grantee"), with mailing address of 1100
Main St., Suite 2121, Kansas City MO 64105.
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:
See attached Exhibit"A°
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
as referenced above) done or suffered by it; and that it will warrant and defend the title to said
WA 3793009.1
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 RIVERSIDE, MISSOURI
By:
Leland Finley, President
ATTEST:
By:
Sarah Wagner, Secr ary
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS _day of 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. �PaAH Vygco, /
........p..
ft N11
otary Notary PublicSignatu
(Seal) ;' �fti
o%,c��`•lY,ses••'e� per`
tai��i�F MI SOJ `�y Printed or Typed Nam
My Commission Expires: NA+e��1Oe[°" &\\\\\N
FVim 11.13
WA 3793009.1
EXHIBIT A
LEGAL DESCRIPTION
Part of the Northwest Quarter of Fractional Section 7,Township 50 North, Range 33 West, in the City of
Riverside, Platte County, Missouri,described as follows:
Commencing at the Northeast corner of said Northwest Quarter;thence South 00°20'45"West,
coincident with the East line of said Northwest Quarter, 25.00 feet to the Point of Beginning;thence
continuing South 00'20'45"West,coincident with said East line, 324.77 feet;thence departing said East
line, North 89'23'44"West,parallel with the North line of said Northwest Quarter, 1,408.32 feet to a
point on the East line of the Levee right-of-way line as recorded as Document No.19451, in Book 957,
Page 142, by the Platte County Recorder of Deeds;thence North 02"14'31"West, coincident with said
East right-of-way line, 111.13 feet;thence North 00°51'31" East, continuing along said East right-of-way
line, 238.68 feet to a point on the North line of said Northwest Quarter;thence South 89°23'44" East,
coincident with said North line, 1,352.50 feet to a point 50.00 feet West of the Northeast corner
thereof;thence departing said North line,South 00020'45"West, parallel with the East line of said
Northwest Quarter,25.00 feet;thence South 89"23'44" East, parallel with the North line of said
Northwest Quarter, 50.00 feet to the Point of Beginning.
WA 3793009.1