HomeMy WebLinkAbout2012-026 IDA Resolution Cross Access Agreement Lot 1 & 2 Horizons Industrial III IDA Resolution 2012-026
IDA
RESOLUTION NO. 2012-026
A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A
CROSS ACCESS AGREEMENT BETWEEN LOT 1 AND LOT 21N RIVERSIDE
HORIZONS INDUSTRIAL III EAST AND AUTHORIZING OTHER ACTIONS IN
CONNECTION THEREWITH.
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 desires to enter into an agreement with Horizons Industrial III, LLC
to provide a Cross Access Easement over a portion of Lot 2 of Riverside Horizons Industrial III
East owned by the IDA;
NOW THEREFORE, BE IT RESOLVED, by the Board of Directors of the Industrial
Development Authority of the City of Riverside, Missouri as follows:
THAT the Cross Access Agreement between the IDA and Horizons Industrial III, LLC is
hereby approved in substantially the form attached as Exhibit A and the President or Vice
President are hereby authorized to enter into, execute and deliver and the Secretary or 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 such official's approval and the IDA's approval
thereof.
FURTHER THAT 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.
FURTHER THAT this Resolution shall be in full force and effect from and after its
adoption.
ADOPTED THIS l 0 DAY OF O cl�b,4— . 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
For reeordin¢purposes only:
Title of Document: Cross Access Easement Agreement
Date of Document: October_, 2012
Grantor(s): Horizons Industrial III, LLC and The Industrial Development
Authority of the City of Riverside, Missouri
Grantee(s): Horizons Industrial III, LLC and The Industrial Development
Authority of the City of Riverside, Missouri
Grantee(s)Mailing Address: 2950 NW Vivion Road, Riverside,Missouri 64150
Legal Description: Lots 1 and 2,Riverside Horizons Industrial III East,Riverside,
Missouri
Reference Book and Page(s): N/A
PLEASE RETURN RECORDED DOCUMENT TO:
City Administrator
City of Riverside,Missouri
2950 NW Vivion Road
Riverside,Missouri 64150
1P:M0CS11893i037nTr1Z1"73965;41
WA 3740524.1
CROSS ACCESS EASEMENT AGREEMENT
THIS CROSS ACCESS EASEMENT AGREEMENT (this "Agreement") is made this
_ day of October, 2012, by and between Horizons Industrial III, LLC, a Delaware limited
liability company ("Horizons Industrial") and The Industrial Development Authority of the City
of Riverside, Missouri (the "IDA") with an address of 2950 NW Vivion Road, Riverside,
Missouri 64150 as both Grantor and Grantee of the easements and rights described herein.
RECITALS:
A. Horizons Industrial is the owner in fee simple of certain real property now legally
described as Lot 1 of Riverside Horizons Industrial III East, a subdivision in the City of Riverside,
Platte County, Missouri, according to the recorded plat thereof, recorded October 1, 2012, as
Document No. 2012014764, in Plat Book 21 at Page 22
B. IDA is the owner in fee simple of certain real property now legally described as Lot
2 of Riverside Horizons Industrial III East, a subdivision in the City of Riverside, Platte County,
Missouri, according to the recorded plat thereof, recorded October 1, 2012, as Document No.
2012014764,in Plat Book 21 at Page 22("Lot 2").
C. Horizons Industrial and IDA desire to enter into this Agreement in order to provide
for mutual access for the benefit of Lot 1 and Lot 2 in accordance with the terms and provisions set
forth in this Agreement with respect to Lots 1 and 2, Riverside Horizons Industrial III East, a
subdivision in the City of Riverside, Platte County, Missouri, according to the recorded plat
thereof, recorded October 1, 2012, as Document No. 2012014764, in Plat Book 21 at Page 22
(the"Plat").
D. Lot 1 and Lot 2 may be collectively referred to herein as the"Lots",each owner of a
Lot may be referred to as an "Owner" or a "Lot Owner" and the owners of the Lots may be
collectively referred to herein as the"Owners"or the"Lot Owners").
E. In connection with the Lot 1 improvements, Horizons Industrial will be paving not
only a portion of Lot 1 as legally described on Exhibit A (the "Lot 1 Access Easement")but also
a portion of the Lot 2 as legally described on Exhibit B (the "Lot 2 Access Easement"), and
Horizons Industrial and its invitees will be using the Lot 2 Access Easement for maneuvering of
vehicles as they enter the parking area of Lot 1.
AGREEMENT:
NOW,THEREFORE,in consideration of the recitals,covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,Horizons Industrial and the IDA grant as follows:
Section 1. Recitals. The recitals set forth above are true and correct and are
incorporated herein by reference.
(PJD0CS11893M7MTIF/0D673965;4
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Section 2. Grant of Access Easements.
(a) Horizons Industrial as the Owner of Lot 1, hereby grants, declares and establishes
to and for the benefit of IDA its successors and assigns, as an appurtenance to Lot 2, a perpetual,
non-exclusive right and easement for pedestrian and vehicular ingress and egress in, to, upon,
over and across the Lot 1 Access Drive Easement Area, to have and to hold such easement unto
IDA, its successors and assigns, subject,however, to the terms of this Agreement.
(b) IDA, as the Owner of Lot 2,hereby grants, declares and establishes to and for the
benefit of Horizons Industrial, its successors and assigns, as an appurtenance to Lot 1, a
perpetual, non-exclusive right and easement for pedestrian and vehicular ingress and egress in,
to, upon, over and across the Lot 2 Access Drive Easement Area, to have and to hold such
easement unto Horizons Industrial, its successors and assigns, subject, however, to the terms of
this Agreement. The Lot 1 Access Drive Easement Area and the Lot 2 Access Drive Easement
Area will be collectively referred to herein as the "Access Drive"or the "Access Drive Easement
Areas".
(c) The Owner of each of Lot 1 and/or Lot 2, may modify, restrict, alter or change
any driveways providing access,ingress or egress on, over or across Lot 1 and Lot 2 without first
obtaining the prior written consent of the owner of the other tract, provided that nothing shall
allow either the Owner of Lot 1 or Lot 2 to alter their respective portions of the Access Drive
without the consent of the other.
(d) The intent of this Section 2 is to allow the free vehicular and pedestrian access
over and across the Access Drive from 41' Street (as shown on the Plat) to and from Lot 1 and
Lot 2. Accordingly, the Owners agree that no building, wall or other structural barrier of any
kind may be located upon the Access Drive other than during periods of maintenance, repair or
replacement. The Owners shall not allow vehicles or equipment to park or stand within the
Access Drive.
(e) Each Owner reserves the non-exclusive right to use such portions of the Access
Drive as are located on such Owner's property for any purpose not inconsistent with the rights
granted to the other Owner hereunder, including but not limited to the right to install
subterranean utilities within the Access Drive. Each Owner shall provide fifteen (15) days
advanced written notice to the non-installing Owner about the intent of Owner to install
subterranean utilities. Further, all such non-exclusive use of the Access Drive shall be done in
such a manner as to limit and minimize interference with the use of the Access Drive by the non-
installing Owner, and further the Owner performing any such work shall be responsible for all
actual direct and indirect costs, expenses and losses associated with said installations, including
but not limited to non-installing Owner's utility interruptions and landscaping disturbances, and
further any damage to any non-installing Owner's property shall be promptly repaired at the sole
cost and expense of the Owner performing any such work.
Section 3. Grant of Access Easements for Construction. Each Owner hereby grants
to the other Owner(the "Constructing Owner") an easement for access to the Access Drive Area
on its Lot for purposes of constructing,developing,paving,installing and maintaining the Access
MMOCS11 893M7nTfE0D673965:4
2
Drive prior to buildings being constructed on both Lots, it being the intent of the Owners that the
Constructing Owner may construct, develop, pave, install and maintain the Access Drive on its
Lot and in the Access Drive Easement Area on the adjacent Lot (an "Adjacent Easement Area")
when such Constructing Owner will have the need to utilize the Access Drive Easement Areas
but such Access Drive has not been constructed or installed by the Owner of the adjacent Lot
(the"Adjacent Owner")on the Adjacent Easement Area. In the event that a Constructing Owner
constructs, develops, paves, installs or maintains the Access Drive in the Adjacent Easement
Area, the Adjacent Owner agrees to reimburse the Constructing Owner for the costs and
expenses incurred by the Constructing Owner for constructing, developing,paving, installing and
maintaining the Access Drive in the Adjacent Easement Area (including, without limitation, all
expenses incurred for labor (including the reasonable costs of salaries and other costs or fringe
benefits of persons actually employed by the Constructing Owner to perform such work),
services, equipment, supplies and materials used in performing such work), in the case of such
construction on the Lot 1 Access Drive Easement Area, upon any sale or other transfer of Lot 1;
and in the case of such construction on the Lot 2 Access Drive Easement Area, upon any sale or
other transfer of Lot 2 by the IDA to a third party other than the City of Riverside, Missouri
("City"); or, if the IDA fust transfers Lot 2 to the City, upon any sale or other transfer of Lot 2
by the City to a third party. Any such costs and expenses, and any and all other fees and other
costs recoverable by the paying Owner hereunder in connection therewith, shall be a charge upon
the Adjacent Owner's Lot and shall be secured by a lien upon such Lot in favor of the
Constructing Owner, and upon any such sale or other transfer, the Constructing Owner may
bring an action at law against the Adjacent Owner to enforce such personal obligation to
reimburse the Constructing Owner for such costs and expenses, and such other fees and costs
(including interest from the date of such sale or other transfer at the lesser of(a) fifteen percent
(15%) per annum, and (b) the maximum rate of interest allowed under the laws of the State of
Missouri), or to foreclose the lien against such Lot.
Section 4. Damage to and Maintenance of Access Drive. Any damage to the Access
Drive caused by a Lot Owner or its agents, employees, servants or invitees shall be repaired at
the cost of such Lot Owner.
(a) Except as set forth in the fust sentence of this Section 4, the Owner of the Lot 1
Access Drive Easement Area shall be responsible for all maintenance, repair and replacement of
the Lot 1 Access Drive Easement Area. Except as set forth in the first sentence of this Section 4,
the Owner of the Lot 2 Access Drive Easement Area shall be responsible for all maintenance,
repair and replacement of the Lot 2 Access Drive Easement Area.
(b) Each Owner shall maintain its respective portion of the Access Drive at all times
in good and clean condition and repair in a quality and condition comparable with similar
commercial developments in Platte or Clay County, Missouri. Such maintenance
("Maintenance")shall include, without limitation,the following:
(i) Maintaining,repairing and resurfacing, when necessary,all paved surfaces
of the respective Access Drive Easement Areas in a level, smooth and evenly covered
condition with the type of surfacing material originally installed or such substitute as
tPM0CS11993N37/ITTUJ 673965A 1
3
shall in all respects be equal or superior in quality, use and durability; and restriping,
when necessary.
(ii) Removing all snow, papers, debris, filth and refuse and sweeping the area
to the extent reasonably necessary to keep the Access Drive Easement Area in a clean
and orderly condition.
(iii) Maintaining, repairing and replacing, when necessary, all respective
Access Drive Easement Area traffic directional signs, markers and lines,
(iv) Operating, maintaining, repairing and replacing, when necessary, such
artificial lighting facilities as shall be reasonably required along the respective Access
Drive Easement Area.
(v) Performing itself or contracting with a third party or parties to perform any
of the services described herein.
(c) During such time as a building has been constructed on only one of the Lots and
only one Owner is using the Access Drive Easement Areas, the Owner of such developed Lot
utilizing the Access Drive Easement Areas shall pay all costs of Maintenance whether on the
Access Drive located on its Lot or on the portion of the Access Drive located on the adjacent
Lot. Once a building is constructed on both Lots, all costs of maintenance and repair shall be as
set out above in Section 4(a).
(d) At no time shall the IDA or the City bear any responsibility for the Maintenance
obligations described in this Section 4, and the owner of Lot 2 shall be the solely responsible for
such Maintenance until such time as a sale or other transfer of Lot 2 is made by the City and/or
the IDA as described in Section 3 above.
Section 5. Right to Maintain the Access Drive. In the event any Owner fails to
maintain the Access Drive Easement Area on its Lot (the "Defaulting Owner") in accordance
with this Agreement, any other Owner may, upon thirty (30) days written notice to the
Defaulting Owner, repair or maintain the Defaulting Owner's Access Drive Easement Area.
Anything to the contrary in this Agreement notwithstanding, in the event that an emergency
condition should exist because of the failure of a Defaulting Owner to perform any of its
obligations in accordance with this Agreement, any other Owner may immediately repair such
Owner's Access Drive Easement Area. For the purposes of the preceding sentence, the phrase
"emergency condition" shall mean any condition constituting an immediate risk of injury to
person or serious damage to property. In the event an Owner repairs the Defaulting Owner's
Access Drive Easement Area, the Defaulting Owner, pursuant to this section shall, within thirty
(30) days after being invoiced therefore, reimburse the paying Owner for the cost of the
Defaulting Owner's Access Drive Maintenance costs incurred by the paying Owner in the repair
of the Defaulting Owner's Access Drive Easement Area, including all expenses incurred for
labor (including the reasonable costs of salaries and other costs or fringe benefits of persons
actually employed by the paying Owner to perforin such work), services, equipment, supplies
and materials used in performing such obligations. In the event that the Defaulting Owner fails
JPID0CS118931037nmEJ00673965;4 1
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to reimburse the paying Owner for such cost within such period of thirty (30) days, then such
costs, together with interest from the date of delinquency at the lesser of (a) fifteen percent
(15%) per annum, and (b) the maximum rate of interest allowed under the laws of the State of
Missouri, and any and all other fees and other costs recoverable by the paying Owner hereunder
in connection therewith, shall be a charge upon the Lot of the Defaulting Owner and shall be
secured by a lien upon such Lot in favor of the paying Owner. The paying Owner may bring an
action at law against the Defaulting Owner to enforce such personal obligation to reimburse the
paying Owner for such costs, interest, and other fees and costs, or to foreclose the lien against
such Lot.
Section 6. Insurance. Each Owner shall obtain liability insurance to protect itself
from the claims of other parties with regard to the use of the Access Drive in amounts deemed
reasonable to protect themselves, and no Owner shall be obligated to include any other party as a
named insured in such policies. Each Owner ("Indemnifying Party") shall indemnify the other
Owners ("Indemnified Party") for all costs, expenses and damages sustained by the Indemnified
Party as a result of the Indemnifying Party's failure to meet the Indemnifying Party's obligations
under this Agreement.
Section 7. Attorneys' Fees and Costs. If any legal action or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute, breach or
default in connection with any of the provisions of the Agreement, the prevailing parry or parties
shall be entitled to recover reasonable paralegal and attorneys' fees and other costs incurred in
that action or proceeding, including those related to appeals in addition to any other relief to
which it or they may be entitled.
Section 8. Private Agreement. This Agreement does not and shall not be construed
to grant any rights to the public in general.
Section 9. Enforcement. Each parry agrees to use all reasonable efforts to enforce
the easements, rights and restrictions herein against its tenants, customers, licensees, guests and
invitees, as applicable.
Section 10. Binding Effect. The easements, rights and restrictions granted herein shall
be appurtenant to and shall run with the Lot 1 and the Lot 2, as applicable, and shall be binding
upon Horizons Industrial and the IDA and their respective successors and assigns. Such easements,
rights and restrictions shall inure to the benefit of the Horizons Industrial and the IDA, as
applicable,and its respective tenants,customers,invitees,licensees, successors and assigns.
Section 11. Notices. All notices,demands and requests required or permitted to be given
under this Agreement must be in writing and shall be deemed to have been given as of the date such
notice is (i)delivered to the party intended, (ii) delivered to the then designated address of the parry
intended,or(iii)rejected at the then designated address of the party intended, provided such notice
was sent prepaid certified mail, return receipt requested or by overnight courier providing for
delivery against receipt. The initial addresses of the parties shall be:
IPiD0CS/1893M7/1TTLE/00673965;4 1
5
If to Horizons Industrial: Horizons Industrial III,LLC
6300 N.Revere,Suite 225
Kansas City,MO 64151
with a copy to: Levy Craig Law Firm
Attn: Scott Seitter
1301 Oak Street, Suite 225
Kansas City,Missouri 64105
and a copy to: Horizons Industrial III,LLC
c/o The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee,WI 53202
Attn:Real Estate Investment Department(JV 333660)
If to The IDA: The Industrial Development Authority of the City of
Riverside,Missouri
2950 NW Vivion Road
Riverside,Missouri 64150
with a copy to: The City of Riverside,Missouri
Attn: City Administrator
2950 NW Vivion Road
Riverside,Missouri 64150
Section 12. Amendments. This Agreement may be modified by written amendment
executed by Horizons Industrial and the IDA and recorded in the Office of the Platte County,
Missouri Recorder of Deeds.
Section 13. Counterparts. This Agreement may be executed in multiple, separate
counterparts.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
{P9D0CS/1993/037nTrLE 00673965;41
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by authority
duly given,as of the date fust written above.
Horizons Industrial III,LLC
a Delaware limited liability company
By: NorthPoint Holdings,LLC
a Missouri limited liability company,
a member
Its: Manager
By:
Name: Nathaniel Hagedorn
Title: Manager
By: The Northwestern Mutual Life Insurance
Company, a Wisconsin corporation,
a member
By: Northwestern Mutual Real Estate
Investments,LLC,
a Delaware limited liability company,
its wholly-owned affiliated and
and authorized representative
By:
Name:
Its:
Attest:
Name:
Its:
STATE OF )
)ss
COUNTY OF )
On this _ day of October, 2012, before me appeared Nathaniel Hagedorn, to me
personally known, who, being by me duly swom, did say that he is the Manager of Northpoint
Holdings, LLC, a Missouri limited liability company, a member of Horizons Industrial III,LLC,
a Delaware limited liability company, and that said instrument was signed and sealed in behalf of
said limited liability company, and said Nathaniel Hagedom acknowledged said instrument to be
jPJD0CS/1693Po37nTrLEA%73965;41
7
executed for the purposes therein stated and as the free act and deed of said limited liability
company.
Notary Public
My commission expires:
STATE OF )
ss
COUNTY OF )
On this_day of October, 2012, before me appeared
and ,to me personally known,who being by me duly sworn did
say and each for himself did say that the said is the Managing
Director, and the said is the Assistant Secretary of
Northwestern Mutual Real Estate Investments, LLC, on behalf of The Northwestern Mutual Life
Insurance Company, a member of Horizons Industrial III, LLC, a Delaware limited liability
company, and that said instrument was signed and sealed in behalf of said limited liability
company, and the said and
acknowledged said instrument to be the free act and deed of said limited liability company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year above written.
Notary Public
My commission expires:
jPJO0CS/1893/037/fn7ZW73965;4
8
The Industrial Development Authority of the
City of Riverside,Missouri
ATTEST:
By: �:::p
Name:
Title:
STATE OF N�•SJUtK� )
rn )ss
COUNTY OF
On this _ day of October, 2012, before me appeared*'80 me personally
known, who, being by me duly sworn, did say that he is theme of the Industrial
Development Authority of the City of Riverside, Missouri and that said instrument was signed
and sealed by authority of its , and said officers acknowledges said instrument
to be executed for the purposes therein stated and as the free act and deed of said Industrial
Development Authority of the City of Riverside, Missouri.
1'3-5ary Public
My commission expires: they-\\c2c VS W\4;
`\0 Huu q
9P platy..
COmmissio °
Platte Counry>tgq _
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9
Exhibit A
Lot 1 Access Easement
g�sT
STR
FFT
Lot 1
RIVERSIDE HORIZONS POINT OF
NVQ R 44 INDUSTRIAL 111 EAST BEGINNING
„
1 Z00' 1v
® East Line,
.�
0 100' 200' Lot I�� �h
2 ~ tX Lot 2
20' AIE RIVERSIDE HORIZONS
INDUSTRIAL III EAST
Tract D, RIVERSIDE
HORIZONS EAST FIRST PLAT
A part of Lot 1,RIVERSIDE HORIZONS INDUSTRIAL III EAST,a subdivision in the
City of Riverside,Platte County,Missouri,more particularly described as follows:
Beginning at the Northeast comer of said Lot 1;thence South 21°54'55"West,coincident
with the Easterly line of said Lot 1,a distance of 494.19 feet to the Southeasterly comer of
said Lot 1;thence North 68005'05"West,coincident with the Southerly line of said Lot 1,a
distance of 20.00 feet;thence departing said Southerly line,North 21°54'55"East,parallel
with the Easterly line of said Lot 1,a distance of 494.19 feet to a point on the Northerly line
of said Lot 1;thence South 68°05'05"East,coincident with said Northerly line,20.00 feet to
the Point of Beginning,containing 9,884 square feet,or 0.23 acres,more or less.
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Exhibit B
Lot 2 Access Easement
4�
\ S\BEET
POINT OF
BEGINNING
Lot 1
+Ot'0- RIVERSIDE HORIZONS
I M INDUSTRIAL 111 EAST Al 20' A/E
0 100' 200'
A
West Line, Lot 2
Lot 2 RIVERSIDE HORIZONS
INDUSTRIAL 111 EAST R/!Z)Z,� r ,0
00. s;-"4;I-
ckt
HOR 0 S� �?fT�F �
PL4T
A part of Lot 2,RIVERSIDE HORIZONS INDUSTRIAL III EAST,a subdivision in the
City of Riverside,Platte County,Missouri,more particularly described as follows:
Beginning at the Northwest comer of said Lot 2;thence South 68°05'05"East,coincident
with the Northerly line of said Lot 2,a distance of 20.00 feet;thence departing said
Northerly line,South 21054'55"West,parallel with the Westerly line of said Lot 2,a
distance of 494.19 feet to a point on the Southerly line of said Lot 2;thence North 68°05'05"
West,coincident with said Southerly line,20.00 feel to the Southwest comer of said Lot 2;
thence North 21°54'55"East,coincident with the Westerly line of said Lot 2,a distance of
494.19 feet to the Point of Beginning,containing 9,884 square feet,or 0.23 acres,more or
less.
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11490 Stung Line Road I Lena Kansas 66215 1
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