HomeMy WebLinkAbout2013-003 IDA Resolution Cultivation and Pasturage Lease Gieseke IDA RESOLUTION 2013-003
A RESOLUTION AUTHORIZING THE GRANTING OF A CULTIVATION AND PASTURAGE
LEASE BETWEEN THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF
RIVERSIDE, MISSOURI AND ROBERT W. AND LILLIE MARIE GIESEKE
WHEREAS, the Industrial Development Authority of the City of Riverside, Missouri
("IDA") , owns certain property ("Premises") described in the lease attached as Exhibit A
("Lease"); and
WHEREAS, the Robert W. and Marie Gieseke ("Lessees") desire to lease the property
from the IDA; and
WHEREAS, , it is in the City's economic interest as well as in the interest of the
health, safety and welfare of its citizens, for the IDA to enter into this Lease with the Lessees
in order for the IDA and the City to keep the property maintained without incurring the cost of
mowing it times a year; and
WHEREAS, the IDA desires to temporarily lease the Premises to the Lessees;
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 President is hereby authorized and directed to enter into and execute the
Lease Agreement between Robert W. and Lillie Marie Geseke and the IDA in substantially the
same form as attached hereto as Exhibit "A" and the performance of all actions related
thereto are approved, authorized and directed;
FURTHER THAT this Resolution shall be in full force and effect from and after its
passage and approval.
PASSED AND ADOPTED by the Board of Directors of the Industrial Development
Authority of the City of Riverside, Missouri, the Vday of c h 2013.
Leland Finley, President
ATTEST:
Sara agner, Assi tant S retary
CULTIVATION AND PASTURAGE LEASE
THIS AGREEMENT ("Lease") is entered into as ofNeeember , 2012, among The Industrial
Development Authority of the City of Riverside, Missouri, a public corporation organized and
existing under the laws of the State of Missouri, ("IDA") and Robert W. & Lillie Marie Gieseke
("Lessee"). The IDA and Lessee for and in consideration of the mutual promises herein
contained, AGREE AS FOLLOWS:
1. BASIC PROVISIONS AND DEFINITIONS
The following terms, whenever used in this Lease, with the first letter of each word capitalized,
will have the meanings set forth in this Section, and only such meanings, unless expressly
contradicted, limited or expanded in this Lease:
(a) Premises: As shown on attached Exhibit A, which is
hereby fully incorporated and made a part
hereof. The Premises are located in or near the
City of Riverside, County of Platte, State of
Missouri.
(b) Date of Execution: The date above written, which is the date of
full execution hereof.
(c) Commencement Date (Section 4): November_, 2012
(d) Lease Term (Section 4): Month-to-month
(e) Rent(Section 5) $56.09 PER Harvestable Acre per year,
payable semiannually on the first of July and
the first of November.
(f) City's Payment and Notice Address WITH A COPY OF ALL NOTICES TO:
(Section 19)
Joe Bednar
City of Riverside, Missouri Spencer Fane
Attn: IDA 1000 Walnut Street, Suite 1400
2950 NW Vivien Road Kansas City, MO 64106
Riverside,MO 64168 Tel # (816) 874-8100
Tel.# (816) 741-3993 Fax # (816)474-3216
Fax# (816) 746-8349
(g) Lessee's Notice Address (Section 19):
Robert Gieseke
Gieseke Farms
5406 North Northwood
Kansas City, Missouri 64151
Phone#: (816) 741-6844
Fax#: (816)741-0782
WA 3836412.2
(h) Lessee's Trade Name (if any): Gieseke Farms
(i) State of Incorporation of Lessee (if N/A
corporation):
0) Minimum Insurance Coverage Specified in Section 25
Maintained by Lessee:
(k) Harvestable Acre(s) Each acre of the Premises which is actually
farmed or used for farming purposes(ex. Acres
cultivated or used for pasture).
2. LEASE
The IDA leases to Lessee and Lessee accepts a Lease from the IDA of the Premises as shown
and/or described on the map attached at Exhibit A and made a part hereof(the"Premises").
3. PERMITTED USES AND CONDITIONS
The Lessee shall use the Premises for cultivation and/or pasturage, provided that Lessee shall
provide to the IDA at least 45 days prior written notice before planting any crops (such notice
shall specify the anticipated planting day and anticipated harvesting time for each crop planted),
and for no other purpose or use.
4. TERM
The term of this Lease shall be from month to month, commencing on the Commencement Date.
This Lease shall be automatically extended on a month-to-month basis until terminated pursuant
to the provision hereof.
5. RENT
(a) Lessee shall pay the IDA at the offices of the IDA as rent for the Premises, the
Rent, payable semi-annually. The Rent shall be paid on the dates provided in Section 1(e), and
each semiannual period thereafter. The payment of Rent in advance shall not covert this Lease
to a term other than month-to-month. Upon termination of this Lease, any advance rent
("Advance Rent")paid will be refunded according to Section 15 below.
(b) If Lessee does not pay to the IDA the Rent, or any other amounts due the IDA
which are provided for herein ("Additional Rent") for a period of ten (10) days from the day
when the same shall have been due and payable, then Lessee, in addition to any other remedies
available to the IDA, shall pay a service charge at the rate of one and one half percent(1.5010) per
month (or at the legal maximum in the jurisdiction in which the Premises are located whichever
is less) on any outstanding unpaid balance; provided, however, that such service charge shall in
no event, be less than twenty-five dollars ($25.00) for any month or portion thereof, and
provided that an initial service charge of twenty-five dollars ($25.00) shall be payable to the IDA
by Lessee for each such separate bill, tax or fee which the IDA bills to Lessee pursuant to the last
sentence of Section 6 below.
2 WA 3836412.2
6. TAXES AND ASSESSMENTS
(a) The IDA will pay all real estate taxes and assessments assessed against the real
property and against any improvements owned by the IDA. Lessee will submit to the IDA within
ten (10) days after receipt by Lessee, any invoices for real estate or other taxes assessed against
any improvements owned by the IDA.
(b) Lessee will timely pay to the taxing authority all taxes assessed against any
improvements constructed or owned by Lessee, or any trade fixtures or other property of Lessee,
real or personal, located on the Premises, even though such taxes or other charges may not
become due and payable until after cancellation of this Lease.
(c) In case of nonpayment of rent, taxes or other charges, the same shall until paid, at
the election of the IDA, constitute a lien on any buildings or other property owned by Lessee on
the Premises, foreclosable according to law. Lessee shall not remove said property until said
rental, taxes, fees or other charges have been paid, unless directed to do so by the IDA. The IDA
may, at the IDA's option, pay on behalf of Lessee any unpaid rent, taxes or other charges
otherwise payable by Lessee and Lessee shall reimburse the IDA for such payment as Additional
Rent subject to Section 5(b).
7. UTILITIES AND FEES
Lessee agrees to pay all charges which are or can be separately metered or billed to Lessee,
including but not limited to charges for light, heat, water, sewer, garbage and all other utilities
and services to the Premises during the term of this Lease. Lessee shall cause all such charges to
be metered to and/or billed to Lessee by the provider. All other items, including all license fees
and other governmental charges (except property taxes and assessments which will be handled
pursuant to the provisions in Section 6) will be paid directly by Lessee, failing which the IDA
may pay and bill Lessee, as Additional Rent, subject to Section 5(b).
8. ASSIGNMENTS AND SUBLETTING
Neither Lessee nor any heir, executor, administrator, receiver, master, trustee, sheriff or other
assignee by operation of law shall assign or sublet this Lease or any interest therein, or grant a
security interest in any buildings or improvements on the Premises.
9. PRIOR IMPROVEMENTS AND PRIOR CLAIMS
Lessee acknowledges that some portions of the Premises are not available for farming due to the
construction of certain improvements, more specifically roads and/or easements over portions of
the Premises. This Lease is made subject to such improvements and the rights granted therewith.
This Lease is also granted subject to any and all ordinances, laws and regulations and all other
leases, licenses, and permits affecting said Premises heretofore granted by the IDA or its
predecessors, and not previously terminated. If the Premises are subsequently found to be subject
to a prior claim, this Lease shall terminate immediately on notice to that effect from the IDA, and
rental refund, if any, will be made pursuant to Section 15. Lessee accepts this Lease subject to
that possibility.
3 WA 3836412.2
10. CONDITION,MAINTENANCE AND ALTERATION OF PREMISES
(a) It is understood that Lessee has inspected the premises and that, based upon that
inspection, Lessee accepts the Premises, including any improvements, "AS IS". The IDA is not
obligated by this Lease to make any changes, removals, or repairs of any kind. Lessee represents
that it has inspected the Premises and that Lessee is leasing the Premises as a result of its
inspection and investigation and not because of any representations made by the IDA or its
agents, and that, to the best of Lessee's knowledge and belief, the Premises, at the time the Lease
was entered into, were reasonably free from soil and/or ground water contamination or other
pollution-induced conditions, and the condition of the Premises appeared to the Lessee to meet
all federal, state and local laws, ordinances, codes and regulations designed to prevent or control
the discharge of substances into the land, air and water. Lessee acknowledges that neither the
IDA nor the IDA's agent has made any representation or warranty as to the present or future
suitability of the Premises for the conduct of Lessee's business.
(b) Lessee shall not make any alterations, improvements or additions in or to any
improvements without the prior written consent of the IDA.
(c) Lessee, at its sole cost and expense, will control all noxious weeds whenever
weed control measures are required by law or regulation. Not less than three times between the
months of June and September, Lessee shall mow any areas of the Premises not under
cultivation.
(d) Lessee agrees to keep in good condition and repair any and all necessary and
lawful drainage ditches which may be around said Premises or any portion thereof during the
term of this Lease and to save and hold the IDA harmless of and from any and all costs, charge,
expense, penalty or damages by reason of any failure by Lessee to promptly comply with any
lawful requirements in respect to keeping in repair of any drainage ditches on said Premises
during the term hereof.
(e) No shrubbery, trees, or vegetation of high growth shall be planted or cultivated by
Lessee upon said Premises.
(f) Lessee shall not cut or remove any tree now growing on said Premises without the
prior written consent of the IDA.
11. NUISANCE
Lessee shall not permit the existence of any nuisance on the Premises; shall keep the Premises in
clean and safe condition and free of any explosive, flammable or combustible material which
would increase the risk of fire, except such material necessary to Lessee's or any permitted sub-
Lessee's Permitted Use, which material shall be handled, used and stored in compliance with
applicable law pertaining to such substances; shall not handle or store any dangerous or
potentially dangerous materials or any hazardous or toxic materials, as defined under state or
federal laws.
12. ENVIRONMENTAL CONCERNS
4 WA 3836412.2
Lessee shall not create or permit any condition on the Premises that could present a threat to
human health or to the environment. Lessee shall indemnify and hold harmless the IDA and its
affiliates from any suit or claim growing out of any damages alleged to have been caused, in
whole or in part, by an unhealthy, hazardous or dangerous condition caused by, contributed to, or
aggravated by Lessee's or sub-Lessee's violation of any law, ordinances, regulations or
requirements pertaining to solid or other wastes, chemicals, oil and gas, toxic, corrosive, or
hazardous materials, air water (surface or ground water) or noise pollution, and the storage,
handling, use or disposal of any such material. Lessee shall bear the expense of all practices or
work, preventative or remedial, which may be required because of any condition of the Premises
caused or permitted by Lessee or any sue of the Premises by Lessee or those claiming by,
through or under Lessee, during Lessee's period of occupancy or during Lessee's ownership or
use prior to the date of this Lease. Lessee expressly agrees that the indemnification and hold
harmless obligations it hereby assumes shall survive cancellation of this Lease. Lessee agrees
that statutory limitation periods on actions to enforce these obligations shall not be deemed to
commence until the IDA discovers any such health or environmental impairment and Lessee
hereby knowingly and voluntarily waives the benefits of any shorter limitation period.
The IDA shall have the right, but not the duty, to enter upon the Premises from time to time as
set forth below to inspect the Premises for environmental contamination and in the course thereof
to conduct soil and ground water testing. IDA may enter the Premises during regular business
hours of Lessee without prior notice, and may enter the Premises during periods other than
regular business hours either with prior written consent of Lessee or without if the IDA
reasonably believes that an emergency exists on the Premises. The IDA shall conduct any such
inspections or testing so as to minimize interference with Lessee's business operations. The
IDA's entry on the Premises pursuant to this paragraph shall not relieve the Lessee's obligation
to pay rent under this Lease.
13. COMPLIANCE WITH LAW
Lessee shall comply with all federal, state, local and police requirements, regulations, ordinances
and laws respecting the Premises and the activities of Lessee conducted thereon. Lessee shall pay
any costs associated with such compliance.
14. INDEMNITY
(a) Lessee shall indemnify, defend, and hold the IDA and its officers, employees,
agents and contractors, and the IDA's property, including the Premises, harmless against and
from all claims (including without limitation, actions, demands, expense, costs, attorney's fees,
court costs and judgments) for death of or injury to persons whomsoever or loss or destruction of
or damage to property whatsoever occurring on the Premises or in any way arising out of or
caused or contributed to by the Lessee's presence on or use of the Premises hereby leased, except
when such claims are caused by the sole gross negligence of the IDA.
(b) Lessee shall and does hereby assume all risk of loss or destruction of or damage
to any property of Lessee brought upon or into the Premises and to any property belonging to
others brought and held upon the Premises by Lessee or others; and Lessee hereby releases and
agrees to indemnify and hold harmless the IDA from all claims arising from such loss,
destruction and damage.
5 WA 3836412.2
(c) Lessee also assumes all risk of loss or damage to animals escaping either from
said premises or from its adjacent lands to any other property or land owned by the IDA. Lessee
also agrees to keep the Premises clear of combustible materials.
(d) The provisions of this Section shall survive the termination of this Lease.
15. TERMINATION
(a) If Lessee shall default in any of its covenants or agreements, and such default
shall not be remedied or corrected (or in the IDA's sole judgment an appropriate remedy or
correction has not effectively commenced) within ten (10) days after written notice by the IDA
to Lessee of such default, then this Lease may be terminated by the IDA immediately by giving
notice of termination to Lessee.
(b) Either party may cancel this Lease at will with thirty (30) days advance written
notice to the other party at the other party's Notice Address as provided for in Sections 1(g) and
1(h).
(c) Unless the City provides Lessee advance written notice otherwise, Lessee is
obligated, on termination of this Lease, at Lessee's sole cost and expense, to remove or cause to
be removed, any lessee improvements, including, but not limited to any fences erected on the
Premises located on, above or below the surface of the Premises. Lessee also agrees to restore
and level the Premises to a condition reasonably satisfactory to the IDA.
(d) Lessee acknowledges and agrees that upon termination of this Lease by the IDA,
Lessee shall have no right to receive, and IDA shall have no obligation to pay, any relocation
benefits or fees.
(e) In the event the IDA terminates this Lease pursuant to Section 15(b) or in the
event IDA takes possession of any portion of the Premises, and provided that Lessee is not in
default under any requirements of this Lease, IDA shall do the following:
(i) If the termination occurs during a period in which the land has been
planted and not yet harvested, the IDA shall pay damages for land taken based on the number of
Harvestable Acres actually planted times the county average yield in bushels for non-irrigated
farm land times the market value being paid on the date of normal seasonal harvesting of the
year in which termination or taking occurs. The IDA and Lessee hereby acknowledge that any
amount paid under this formula shall be the full and sufficient settlement of any claim for
damages related to such termination; or
(ii) If the termination occurs during a period in which the land has not been
planted or is under cultivation, the refund of prepaid rent, if any, shall be pro-rated.
(f) If the Lessee terminates this Lease, either by default pursuant to Section 15(a), or
by notice to the IDA pursuant to Section I 5(b), no refund of any rent paid shall be made, and the
IDA shall have the option to require Lessee, at Lessee's expense, to plant suitable ground cover
(i.e. grass) to prevent erosion and control weed growth prior to redelivering the Premises to the
IDA.
6 WA 3836412.2
(g) Should Lessee fail to timely remove any Lessee improvements as required to be
removed by Lessee by this Section, Lessee grants the IDA the absolute right to keep, convey,
destroy or otherwise dispose of the Lessee improvements in any manner the IDA chooses, and in
addition, Lessee agrees to pay any costs incurred by the IDA in doing so within ten (10) days of
receipt of the IDA's statement therefor, as Additional Rent, subject to the provisions of Section
5(b).
(h) The provisions of this Section 15 shall survive the termination of this Lease.
16. CONDEMNATION
(a) If all or any part of the Premises is subjected to taking under eminent domain law,
this Lease shall terminate from the time possession is taken by the condemning entity. Prepaid
rentals will be prorated and the unearned rental returned to Lessee. Lessee agrees that it is not
entitled to, and hereby disclaims, any award made for such taking, excepting only an award
issued solely and expressly to compensate for the taking of tangible personal property owned by
Lessee.
(b) Lessee acknowledges that Lessee has no interest in any award granted for any loss
of the right to use or lease the Premises, and expressly waives any claim Lessee may have to
share in such an award.
17. COSTS AND ATTORNEY'S FEES
If by reason of any default or breach on the part of either party in the performance of any of the
provisions of this Lease, it becomes necessary to retain an attorney, or use retained counsel, and
expend fees as a result of the other party's breach, then the breaching party agrees to pay all
reasonable costs and attorney's fees in connection therewith.
18. RIGHT OF RE-ENTRY
The IDA reserves the right to re-enter the Premises at any time during this Lease without
extinguishing the Lessee's obligation to pay rent.
19. NOTICES
(a) (a)Any notice, election or other correspondence required or permitted pursuant to
this Lease shall be deemed to have been properly given when made in writing and effective when
delivered personally to the party to whom directed, or when deposited in the United States mail,
certified, with all necessary postage or charges fully prepaid, return receipt requested and
addressed to the party to whom directed at this Notice Address specified in Section 1 (g) or 1(h).
(b) Either party hereto may change its address for the purpose of receiving notices or
communications hereunder by furnishing notice thereof to the other party in compliance with this
section.
20. SEVERABILITY
7 WA 3836412.2
Unless otherwise provided, or unless the context shall otherwise require, words importing the
singular number shall include the plural number, words importing the masculine shall include the
feminine gender, and vice versa. If any provisions of this Lease or any application hereof shall be
found to be invalid or unenforceable, for any reason, the remainder of this Lease and any other
application of such provision shall not be affected thereby.
21. ENTIRE AGREEMENT
This Lease represents the entire agreement between the parties and supersedes all other
agreements and representations made prior hereto. No amendment hereof shall be binding on
either party unless and until approved in writing by both parties.
22. GOVERNING LAW
This Lease shall be governed and construed in accordance with the laws of the State of Missouri.
23. HEADINGS
The heading of each section of this Lease is for convenience only and it shall not be deemed a
construction of intent of any such section.
24. BINDING EFFECT
This Lease shall inure to the benefit of and be binding upon the parties and their heirs, executors,
administrators, successors and permitted assigns.
25. INSURANCE
(a) Lessee shall obtain and maintain a Public Liability Insurance policy or certificate
together with a Contractual Liability Endorsement under the terms of which the insuring
agreements of the policy are extended to cover the liability assumed by Lessee under this Lease
and under which the IDA is a named insured. The Public Liability Insurance shall provide for a
limit of not less than ONE MILLION DOLLARS ($1,000,000.00) for all damages arising out of
the bodily injuries or death of one person, and, subject to that limit for each person, a total limit
of not less than ONE MILLION DOLLARS ($1,000,000.00) for all damages arising out of
bodily injuries or death of two or more persons in any one accident.
(b) Lessee shall provide to the IDA a certificate evidencing the insurance required by
this Section on the Commencement Date, and subsequently with Lessee's annual rent payment
each year thereafter, or as the IDA may reasonably request from time to time.
(c) In the event Lessee fails to obtain or maintain any or all of the above policies, the
IDA may obtain and maintain the same at Lessee's expense, and Lessee shall reimburse the IDA
for such expense within ten (10) days of receipt of any invoice, and such expense.
(d) It is understood and agreed that Lessee shall cause the insurance policy provided
for herein to be so written that the insurance company shall not have recourse against the IDA,
by way of subrogation or otherwise, for any loss covered by or paid or payable under said policy,
and that the insurance company shall provide the IDA with thirty (30) days' notice prior to
8 WA 3836412.2
termination of said policy. Unless otherwise consented to by the IDA in writing any company
issuing the insurance required by this Section shall have a Bests rating of A VII or better.
26. INTERPRETATION
This Lease shall be construed and interpreted in accordance with laws of the State of Missouri.
This Lease constitutes the entire agreement between the parties with respect to the subject matter
hereof. Enforceability, invalidity or illegality of any provision shall not render the other
provision unenforceable, invalid or illegal.
27. RESERVED RIGHTS
(a) The IDA reserves the right to construct, maintain and operate, or to permit to be
constructed, maintained and operated by others, any pipe, cable, telegraph, telephone or power
transmission line upon, over, across or beneath said Premises; and to enter upon or allow others
to enter upon any portion of said Premises to remove earth, sand and gravel therefrom, or for any
other purpose.
(b) The IDA reserves the right to erect or allow to be erected and maintained such
snow fences as it may see fit upon any part of said Premises as fully as if this Lease had not been
granted.
(c) The IDA reserves the exclusive right to erect signboards, and to permit others to
erect signboards, on said Premises at any time during the term of this Lease without payment of
any sum,whether as consideration or damages,to Lessee.
(d) It is specifically agreed that the IDA may enter upon and use the demised
Premises at any time, for the purpose of obtaining ingress to or egress from facilities or other
lands the IDA, and the IDA shall not be liable for any damages to Lessee for destruction of crops
or grass, or otherwise, as a result thereof, provided the IDA reasonably minimizes the loss or
damage to crops necessary to provide such access.
28. ADJACENT PREMISES
Lessee expressly agrees that it shall apply all of the terms, conditions, covenants and promises
herein contained to any land or property adjacent to the Premises ("Adjacent Premises") which
Lessee may occupy in all respects as though the Adjacent Premises had been specifically
described herein.
29. DEFAULT
Should Lessee fail to perform any of the agreements aforesaid, the IDA may terminate this Lease
without notice, and in that event, unless the IDA requires Lessee to remove the same pursuant to
this Lease, all fences and/or other Lessee improvements on said Premises shall become the
property of the IDA.
IN WITNESS WHEREOF, this Lease has been fully executed the day and year first above
written.
9 WA 38364122
°`IDA" "LESSEE"
THE INDUSTRIAL DEVELOPMENT ROBERT W. & LILLIE MARIE GIESEKE
AUTHORITY OF THE CITY OF RIVERSIDE
By: By: 7�7v/ ,��
Le and inley,Vice President Robert W. Gieseke
mil
Lillie Marie Gieseke
SSN #: 497-36-4600
STATE OF MISSOURI )
ss.
COUNTY OF PLATTE )
I certify that I know or have satisfactory evidence that Leland Finley signed this instrument and
acknowledged it as the Vice President of The Industrial Development Authority of the City of
Riverside, Missouri to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.
7
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NOTARY BLIC
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10 WA 3836412.2
STATE OF MISSOURI )
) ss.
COUNTY OF PLATTE )
I certify that I know or have satisfactory evidence that Robert W. Gieseke and Lillie Marie
Gieseke signed this instrument and acknowledged it to be their free and voluntary act for the uses
and purposes mentioned in the instrument.
DATE:
NOTARY PUBLIC
My Commission Expires:
11 WA 3836412.2
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