HomeMy WebLinkAbout2013-011 IDA Resolution Purchase Property Horizons Industrial IV and Cross Access Easement IDA Resolution 2013-011
IDA
RESOLUTION NO. 2013-011
A RESOLUTION AUTHORIZING THE SALE AND TRANSFER OF
CERTAIN PROPERTY TO THE CITY OF RIVERSIDE, MISSOURI;
DIRECTING UMB BANK, N.A. TO RELEASE SUCH PROPERTY FROM
THE DEED OF TRUST AND SECURITY AGREEMENT; AUTHORIZING A
CROSS ACCESS EASEMENT AGREEMENT FOR SUCH PROPERTY
AND ADJACENT PROPERTY; AND AUTHORIZING OTHER ACTIONS IN
CONNECTION THEREWITH (HORIZONS INDUSTRIAL IV).
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 the IDA, upon direction of the City,
transfer and sell the Mortgaged Property (as defined in the Financing Agreement) to the City, in
whole or in part, in one or more transactions; and
WHEREAS, the City has, pursuant to Ordinance No. 1248, a copy of which is presented
with this Resolution and is on file with the Secretary, directed the IDA to convey to the City its
interest in that certain portion of the Mortgaged Property comprising 610,252 +/- square feet, the
legal description of such portion being:
Lot 5, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in Riverside,
Platte County, Missouri, according to the recorded plat thereof, recorded March
9, 2012, as Document No. 2012003467, in Plat Book 21 at Page 10 ("Lot 5"); and
WHEREAS, Lot 5 is adjacent to Lot 6, RIVERSIDE HORIZONS EAST FIRST PLAT
which is currently owned in fee simple by the IDA("Lot 6"); and
WHEREAS, subsequent to the transfer of Lot 5 to the City, the City and the IDA will
require mutual access on, over, and across portions of Lot 5 and Lot 6.
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 Lot 5 to the City at the
price of Three Hundred Five Thousand One Hundred Twenty-Six and 00/100 Dollars
($305,126.00) (the"Sale Price") is hereby approved.
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Section 2. The Special Warranty Deed conveying all right, title and interest of the IDA in
Lot 5 to the City for the Sale Price is hereby approved in the form attached hereto and
incorporated herein as Exhibit "A" (the "Deed") and the President and Vice President are
hereby authorized to enter into, execute and deliver and the Secretary and the Assistant
Secretary are hereby authorized to attest, the Deed, such official's signature thereon being
conclusive evidence of his or her approval and the IDA's approval thereof.
Section 3. The proceeds from the sale of Lot 5 shall be disbursed as provided in the
Financing Agreement. The IDA hereby requests and directs that LIMB Bank, N.A., upon receipt
of the Sale Price, cause the release of Lot 5 from the deed of trust lien on the Mortgage
Property created as security for the Bonds pursuant to that certain Deed of Trust and Security
Agreement, dated May 1, 2007, made by the IDA in favor of LIMB Bank, N.A. Such release
shall be effectuated by execution and recording of a Partial Release in substantially the form
attached hereto and incorporated herein as Exhibit 'B"(the "Release").
Section 4. The Cross Access Easement Agreement attached hereto and incorporated
herein as Exhibit "C" (the "Easement") is hereby approved in order to provide for mutual
access for the benefit of Lot 5 and Lot 6, to allow for pedestrian and vehicular ingress and
egress in, to, upon, over and across portions of Lot 5 and Lot 6, and to set forth provisions for
repair, maintenance, and replacement of the Access Drive (as such term is defined in the
Easement). The President and Vice President are hereby authorized to enter into, execute and
deliver and the Secretary and the Assistant Secretary are hereby authorized to attest, the
Easement, such official's signature thereon being conclusive evidence of his or her approval
and the IDA's approval thereof.
Section 6. The Deed, then the Release, and then the Easement shall be recorded in
the land records of Platte County, Missouri in the order so stated.
Section 6. The President, Vice-President, Secretary, Assistant Secretary and other
appropriate officers and agents of the IDA are hereby authorized to take such further actions
and execute such other documents as may be necessary or desirable to carry out and comply
with the intent of this Resolution.
Section 7. The Resolution shall be in full force and effect from and after its adoption.
ADOPTED THIS 23rd DAY OF SEPTEMBER, 2013.
This,Resolution was adopted at the meeting of the Board of Directors of the IDA duly
called and held this date.
Pamela D ice President
(SEAL)
ATT1,4
Sarah Wagner, Se a ary
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EXHIBIT A
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of September 23, 2013 by THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a public corporation
organized and existing under the laws of the State of Missouri, with a mailing address of 2950
NW Vivion Road, Riverside, Missouri 64150, as grantor ("GRANTOR"), to the CITY OF
RIVERSIDE, MISSOURI, a fourth class city organized and existing under the laws of the State
of Missouri, with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150, as
grantee ("GRANTEE").
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other valuable consideration to it in hand paid by GRANTEE (the
receipt and sufficiency of which is hereby acknowledged) does by these presents, SELL and
CONVEY unto GRANTEE, its successors and assigns, the lots, tracts or parcels of land, lying,
being and situate in the County of Platte and State of Missouri as described as follows:
Lot 5, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in Riverside,
Platte County, Missouri, according to the recorded plat thereof, recorded March
9, 2012, as Document No. 2012003467, in Plat Book 21 at Page 10.
EXCEPT AND FURTHER SUBJECT TO:
a. The subject property is conveyed subject to that certain Declaration of
covenants, restrictions, easements, charges, assessments and liens for
Horizons Business Park/Planned Development District, dated February 13,
2012 and recorded in the Office of the Recorder of Deeds of Platte County,
under Document No. 2012003468, as may be heretofore and hereafter
amended in accordance therewith, all of the provisions of which are
specifically incorporated herein by reference thereto (herein the
"Declaration"), and all of which GRANTEE accepts as covenants running with
the land and binding at law as well as equity upon GRANTEE and its
successors in title to the subject property, and the obligations of which
GRANTEE,for itself and its successor in title, agrees to observe and perform.
TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights
privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto
GRANTEE and unto its successors and assigns forever, GRANTOR hereby covenanting that
said premises are free and clear from any encumbrance (except as referenced above) done or
suffered by it; and that it will warrant and defend the title to said premises unto GRANTEE and
unto its successors and assigns forever, against the lawful claims and demands of all persons
claiming under GRANTOR.
IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day
and year first above written.
GRANTOR:
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THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF RIVERSIDE, MISSOURI
By:
Pamela Darata, Vice President
ATTEST:
By:
Sarah Wagner, Secretary
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS 23" day of September, 2013, before me, the undersigned, a Notary Public in
and for said County and state, personally appeared Pamela Darata, to me personally known,
who being by me duly sworn, did say that she is the Vice President of The Industrial
Development Authority of the City of Riverside, Missouri, a public corporation duly
organized and existing under the laws of the state of Missouri, and that the seal affixed to the
foregoing instrument is the seal of said Authority, and that said instrument was signed and
sealed in behalf of said Authority by free act and deed of said Authority.
WITNESS my hand and official seal in the County and State aforesaid, the day and year
first above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
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EXHIBIT B
PARTIAL RELEASE
The City of Riverside, Missouri
and
The Industrial Development Authority of the City of Riverside, Missouri
THIS PARTIAL RELEASE is executed on the _ day of September, 2013 by UMB
BANK, N.A., a national association duly organized and existing under the laws of the United
States of America having a corporate trust office located at UMB Bank, N.A., 1010 Grand Blvd.,
4'" Floor, Kansas City, Missouri 64106, Attention: Corporate Trust Department, and its
successors and assigns ("Mortgagee"), for the benefit of the CITY OF RIVERSIDE, MISSOURI,
a fourth class municipality of the State of Missouri having its principal office located at 2950 NW
Vivion Road, Riverside, Missouri 64150 ("City") and THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE City OF RIVERSIDE, MISSOURI, a public corporation organized and
existing under the laws of the State of Missouri, having its principal office located at 2950 NW
Vivion, Riverside, Missouri 64150 ("Mortgagor").
RECITALS:
A. The mortgagor issued its $30,265,000 Revenue Bonds (Riverside Horizons
Infrastructure Project - City of Riverside, Missouri) Series 2007A and $10,000,000 Revenue
Bonds (Riverside Horizons Infrastructure Project - City of Riverside, Missouri) Series 2007B
dated as of May 1, 2007 (the "Bonds").
B. In connection with the Bonds, Mortgagee and Mortgagor entered into a series of
security documents, including (but without limitation):
(i) A Financing and Cooperation Agreement dated May 1, 2007 between
Mortgagee, Mortgagor, and City; recorded May 9, 2007 in Book 1103 a Page 315 in the
office of the Recorder of Deeds, Platte County, Missouri ("Financing Agreement").
(ii) A Deed of Trust and Security Agreement dated May 1, 2007 whereby Mortgagor
granted a deed of trust lien on the property described therein ("Mortgaged Property")to
secure the payment of the Bonds, and any other amounts or obligations secured
thereby; recorded May 9, 2007 in Book 1103 at Page 316 in the office of the Recorder of
Deeds, Platte County, Missouri ("Mortgage").
C. Section 6.3 of the Financing Agreement set the minimum amount per square foot
which must be deposited with the Mortgagee with respect to a sale of all or any portion of the
Mortgaged Property at$.50 per square foot.
D. The City directed that the Mortgagor sell 610,252 square feet of the Mortgaged
Property, the legal description of such property being set forth on Exhibit A ('Released
Property") and Mortgagor, pursuant to a Special Warranty Deed, has sold and transferred all
right, title and interest in the Released Property to City.
E. Mortgagee has been paid the sales price of Three Hundred Five Thousand One
Hundred Twenty-Six and 00/100 Dollars ($305,126) for the Released Property ($.50 per square
foot).
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F. Pursuant to Section 6.5 of the Financing Agreement, Mortgagee shall release its
lien with respect to the Released Property.
AGREEMENT
NOW, THEREFORE, in consideration of these Recitals, the mutual benefits and
obligations accruing under this and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Mortgagee agrees as follows:
1. Mortgagee does hereby release its lien on the Released Property, the legal
description of which is described on Exhibit A attached hereto and made a part hereof. This is
a partial release of only the Released Property and shall not affect the remaining Mortgaged
Property or the indebtedness thereof on the Mortgage or Financing Agreement.
2. Notwithstanding the release of the lien on the Released Property, the Mortgage,
in the initial principal amount of $30,265,000 for the Series 2007A bonds and $10,000,000 for
the Series 2007B bonds from the Mortgagor to the Mortgagee shall remain in full force and
effect and any indemnities and other obligations under the Mortgage which, by their terms,
survive a release of the lien on the Released Property, shall remain in full force and effect with
respect to the non-released property and are not cancelled.
3. Furthermore, notwithstanding anything to the contrary contained herein, any and
all liens created against the Released Property in the Mortgage and/or the Financing Agreement
are released in their entirety and in all respects, Mortgagee shall have no continuing rights,
interests or privileges whatsoever with respect to the Released Property, or any portion thereof,
and Mortgagee shall have no rights of action, foreclosure, recourse or otherwise whatsoever
with respect to or against the Released Property, or any portions(s) thereof, from and after the
date hereof, including, without limitation, arising from any purported breach or default by
Mortgagor or its successors or assigns of any obligations that purport to have survived the
release made hereby.
IN WITNESS WHEREOF, Mortgagee hereby executes this instrument to be effective as
of the date first written above.
MORTGAGEE: UMB BANK, N.A
By
Name: Wendee I. Peres
Title: Vice-President
ACKNOWLEDGEMENT
STATE OF MISSOURI }
) SS.
COUNTY OF JACKSON }
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On this, the day of September 2013, before me, the undersigned, a Notary Public
appeared Wendee I. Peres, who being before me duly sworn did say that she is a Vice
President of UMB Bank, N.A., a national banking association organized under the laws of the
United States of America and that the seal affixed to the foregoing instrument is the seal of said
association, and that said instrument was signed and sealed on behalf of said association by
authority of its board of directors, and said official acknowledged said instrument to be executed
for the purposes therein stated and as the free act and deed of said association.
IN WITNESS WHEREOF, I hereunder set my hand and affixed my notary seal, the day
and year last above written.
Notary Public
My commission expires:
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EXHIBIT C
CROSS ACCESS EASEMENT AGREEMENT
THIS CROSS ACCESS EASEMENT AGREEMENT (this "Agreement") is made this 24th
day of September, 2013, by and between the City of Riverside, Missouri ("City') and the
Industrial Development Authority of the City of Riverside, Missouri ("IDA") each having an
address of 2950 NW Vivion Road, Riverside, Missouri 64150 as both Grantor and Grantee of the
easements and rights described herein.
RECITALS:
A. IDA is the owner in fee simple of certain real property now legally described as Lot
6 of Riverside Horizons East First Plat("Lot 6"), attached hereto as Exhibit B.
B. City is the owner in fee simple of certain real property now legally described as Lot
5 of Riverside Horizons East First Plat("Lot 5"), attached hereto as Exhibit A.
C. IDA and City desire to enter into this Agreement in order to provide for mutual
access for the benefit of Lot 5 and Lot 6 in accordance with the terms and provisions set forth in
this Agreement with respect to Lots 5 and 6, Riverside Horizons East First Plat(the"Plat").
D. Lot 5 and Lot 6 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 5 Improvements, the Owner of Lot 5 will be paving not
only a portion of Lot 5 as legally described on Exhibit A (the "Lot 5 Access Drive Easement
Area") but also a portion of the Lot 6 as legally described on Exhibit B (the "Lot 6 Access Drive
Easement Area"), and the Owner of Lot 5 and its invitees will be using the Lot 6 Access Drive
Easement Area for maneuvering of trucks as they enter the parking area of Lot 5.
AGREEMENT:
NOW, THEREFORE, in consideration of the recitals, the covenants and agreements
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, IDA and City grants as follows:
Section 1. Recitals. The recitals set forth above are true and correct and are
incorporated herein by reference.
Section 2. Grant of Access Easements.
(a) City as the Owner of Lot 5, hereby grants, declares and establishes to and for the
benefit of IDA its successors and assigns, as an appurtenance to Lot 6, a perpetual, non-
exclusive right and easement for pedestrian and vehicular ingress and egress in, to, upon, over
and across a portion of Lot 5 as legally described on Exhibit A (the "Lot 5 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.
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(b) IDA, as the Owner of Lot 6, hereby grants, declares and establishes to and for
the benefit of City, its successors and assigns, as an appurtenance to Lot 5, a perpetual, non-
exclusive right and easement for pedestrian and vehicular ingress and egress in, to, upon, over
and across a portion of the Lot 6 as legally described on Exhibit B (the "Lot 6 Access Drive
Easement Area"), to have and to hold such easement unto City, its successors and assigns,
subject, however, to the terms of this Agreement. The Lot 5 Access Drive Easement Area and
the Lot 6 Access Drive Easement Area will be collectively referred to herein as the "Access
Drive" or the "Access Drive Easement Areas".
(c) IDA, as the owner of Lot 6 and City, as the owner of Lot 5, hereby grants,
declares and establishes to and for the benefit of City and IDA, and their successors and
assigns, for the benefit of each of Lot 5 and Lot 6 and burdening each of Lot 5 and Lot 6
perpetual, non-exclusive rights of access for vehicular and pedestrian traffic across the Lots
over only those the portions of Lots 5 and 6 that are designed and constructed for pedestrian
and vehicular passage way and are generally open for such usage to allow access to Lot 5 and
Lot 6 at those points which are from time to time open for pedestrian and vehicular access,
ingress and egress between and across the Lots. No parking easements or rights are granted
by this Agreement. No access, ingress or egress rights to any building or other improvements
or structure constructed on a Lot is granted hereby.
(d) The Owner of each of Lot 5 and/or Lot 6, may modify, restrict, alter or change
any driveways providing access, ingress or egress on, over or across Lot 5 and Lot 6 without
first obtaining the prior written consent of the owner of the other tract, provided that nothing shall
allow either Owner of Lot 5 or Lot 6 to alter their respective portions of the Access Drive without
the consent of the other.
(e) The intent of this Section 2 is to allow the free vehicular and pedestrian access
over and across the Access Drive from 41s` and 43" Street (as shown on the Plat) to and from
Lot 5 and Lot 6. 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 use best efforts to prevent vehicles or equipment to
park or stand within the Access Drive.
(f) 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 Owners 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(s) 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(s), 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 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
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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 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 5 Access Drive Easement Area, upon any sale or other transfer of Lot 5
and in the case of such construction on the Lot 6 Access Drive Easement Area, upon any sale
or other transfer of Lot 6 by IDA to a third party other than City or Horizons Industrial IV, LLC (an
intended third party beneficiary of this Agreement), or, if IDA first transfers Lot 6 to the City,
upon any sale or other transfer of Lot 6 by City to a third party other than Horizons Industrial IV,
LLC, and such costs and expenses, and any and all other fees and other costs recoverable by
the paying Owner hereunder in connection therewith, shall be charged 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 first sentence of this Section 4, the Owner of the Lot 5
Access Drive Easement Area shall be responsible for all maintenance, repair and replacement
of the Lot 5 Access Drive Easement Area. Except as set forth in the first sentence of this
Section 4, the Owner of the Lot 6 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 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.
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(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).
Section 5. Ri-ght 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 perform such work), services, equipment, supplies and materials used in performing such
obligations. In the event that the Defaulting Owner fails 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, and 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.
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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 party 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 party 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 Lot 5 and Lot 6, as applicable, and shall be binding upon City
and the IDA and their respective successors and assigns. Such easements, rights and restrictions
shall inure to the benefit of City and 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:
If to IDA: The Industrial Development Authority of the City of Riverside,
Missouri
2950 NW Vivion Road
Riverside, Missouri 64150
If to City: The City of Riverside, Missouri
2950 NW Vivion Road
Riverside, Missouri 64150
Section 12. Counterparts. This Agreement may be executed in multiple, separate
counterparts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by authority
duly given, as of the date first written above.
The Industrial Development Authority of the
City of Riverside, Missouri
By:
Pamela Darata, Vice President
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ATTEST:
Sarah Wagner, Secretary
The City of Riverside, Missouri
By:
Kathleen L. Rose, Mayor
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STATE OF MISSOURI )
) ss
COUNTY OF PLATTE )
On this — day of September, 2013, before me appeared Pamela Darata, to me
personally known, who, being by me duly sworn, did say that she is the Vice President of the
Industrial Development Authority of the City of Riverside, Missouri and that said instrument was
signed and sealed on behalf of said Authority, and said officer 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.
Notary Public
My commission expires:
STATE OF MISSOURI )
) ss
COUNTY OF PLATTE )
ON THIS _day of September, 2013, before me personally appeared Kathleen L.
Rose, to me personally known, who being by me duly sworn, did say that she is the Mayor of
the City of Riverside, Missouri, a municipal corporation 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 municipality, and that instrument was signed and sealed in behalf of said municipality by
free act and deed of said municipality.
Notary Public
My commission expires:
4524710_1
Exhibit A:Lot 5
Exhibit A
Access Easement
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A part of Lot 5,RIVERSIDE HORIZONS EAST FIRST PLAT,a subdivision in the City of Rivaa*
Platte County,Missouri,described as follows:
The Southeast 40.00 feet of said Lot 5,containing 34,872 square feet,or 0.801 apes,more or less.
Renaissance [nkeistructure
Consulting (R-1-0
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IDA Resolution 2013-011
Exhibit B:Lot 6
Exhibit B
Access Easement
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A Part of Lot 6,RIVERSIDE HORIZONS EAST FIRST PIAT,a nMvision in the City of Riverside,
Platte Co ty,N issmai,desmbed as ibllows:
The Northwest 65.00 fed of said Lot 6,oontainmg 56,666 sW=feet,or 1.301 acme,mom or less.
Renaissance InkCSM=m
Consulting (R•I•C)
11490 SmM Lim Road I Imm,Kaon 662151
(91S)317A500 I �•
4524710_1
BILL NO. 2013-071 ORDINANCE NO. Q4?
AN ORDINANCE AUTHORIZING THE PURCHASE OF CERTAIN PROPERTY FROM THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI;
AUTHORIZING AND DIRECTING THE IDA TO TRANSFER AND SELL SUCH PROPERTY
TO THE CITY AND FURTHER AUTHORIZING SALE OF SUCH PROPERTY BY THE CITY
TO RIVERSIDE HORIZONS, LLC AND AUTHORIZING OTHER DOCUMENTS AND ACTIONS
RELATED THERETO(HORIZONS INDUSTRIAL IV)
WHEREAS, the Industrial Development Authority of the City of Riverside, Missouri
("IDA"), issued its Industrial Development Revenue Bonds (Riverside, Horizons Infrastructure
Project — City of Riverside, Missouri), Series 207 in the principal amount of $40,265,000 (the
"Bonds"); and
WHEREAS, the City, the IDA, and UMB Bank, N.A.; entered into that certain Financing
and Cooperation Agreement dated as of May 1, 2007 relating to the Bonds (the "Financing
Agreement"); and
WHEREAS, the Financing Agreement requires that the IDA, upon direction of the City
transfer and sell the Mortgaged Property, as defined in the Financing Agreement, in whole or in
part, in one or more transactions; and
WHEREAS, Briarcliff Realty, LLC, a Missouri limited liability company ("Briarcliff Realty")
and the City entered into that certain Master Development Agreement dated May 10, 2011
("MDA") which provides for the terms and conditions upon which Briarcliff Realty may purchase
a portion of the Mortgaged Property from the City; and
WHEREAS, Briarcliff Realty changed its name to BR North Point, LLC and assigned all
of its rights and obligations under the MDA, but not its rights and obligations under the MDA
First Amendment, to Briarcliff Horizons, LLC, an affiliated entity of Briarcliff Realty, LLC pursuant
to Section 12.5(b) of the MDA; and
WHEREAS, on or about February 13, 2012 Briarcliff Horizons, LLC filed Articles of
Amendment with the Missouri Secretary of State changing its name to Riverside Horizons, LLC
("RH LLC"); and
WHEREAS, RH LLC on or about September 4, 2013 provided the City with a Closing
Notice (attached hereto as Exhibit A and incorporated herein) pursuant to Section 7.5(a) of the
MDA stating its notice of intent to purchase certain property in the Briarcliff Horizons Site in
order to construct a project on a portion of the Mortgaged Property (the"Closing Notice"); and
WHEREAS, in order to accommodate the project, the City desires to authorize and
direct the IDA to sell a certain portion of the Mortgaged Property, the legal description of which
is described on Exhibit B (the"Sale Property") and transfer the Sale Property to the City by way
of a Special Warranty Deed, the form of which is attached hereto as Exhibit C; and
WHEREAS, the Cy finds that it is necessary and in the best interests of the City, in
order to further the obje tives of the TIF Plan and objectives of industrial and economic
development for the City, 0 authorize sale of the Sale Property from the IDA to the City at the
price of$.50 per square fo t; and
WA 4504190.2
WHEREAS, there are 610,252 square feet within the Sale Property making the purchase
price of the Sale Property Three Hundred Five Thousand One Hundred Twenty-Six and 00/100
Dollars ($305,126.00) (the "Sale Price"); and
WHEREAS, pursuant to the Financing Agreement, UMB Bank N.A., Trustee of the
Bonds, will need to receive the amount of the Sale Price in order for the Sale Property to be
released from the mortgage thereon; and
WHEREAS, the Board of Aldermen hereby find and determine that it is in the best
interest of the City, in order to further the objectives of the TIF Plan, the objectives of industrial
and economic development of the City, and the terms and conditions of the MDA, that the City
sell the Sale Property to Riverside Horizons, LLC for the Sale Price through a Purchase and
Sale Agreement substantially in the same form as that attached hereto as Exhibit D and
incorporated herein and to transfer the Sale Property to Riverside Horizons, LLC by way of a
Special Warranty Deed, the form of which is attached hereto as Exhibit E.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF
RIVERSIDE, MISSOURI AS FOLLOWS:
SECTION 1. BEST INTEREST OF THE CITY, APPROVAL AND DIRECTION It is in
the best interest of the City in order to further the objectives of the TIF Plan, the objectives of
industrial and economic development of the City, and the, terms and conditions of the MDA as
well as in furtherance of the objective to protect the health, safety, and welfare of the
businesses and citizens of the City, to direct the IDA to sell the Sale Property to the City and
that the City subsequently sell the Sale Property to Riverside Horizons, LLC, and further that the
purchase of the Sale Property by the City from the IDA for the Sale Price and the subsequent
sale from the City to Riverside Horizons, LLC for the Sale Price, is hereby approved; and further
the City's Director of Finance is authorized and directed to pay UMB Bank N.A., Trustee of the
Bonds, the Sale Price to release the Sale Property from the mortgage pursuant to the Financing
Agreement and related Deed of Trust and Security Agreement of even date therewith, which
funds shall be deposited by the Trustee into the Special Redemption Account; and further
the IDA is directed to enter into and execute the Special Warranty Deed attached hereto as
Exhibit C in favor of the City;
that execution of a Purchase and Sale Agreement substantially as required by the MDA and a
form of which is attached hereto and incorporated herein as Exhibit D by and between the City
and RH LLC is hereby approved,
and finally
that the representatives of the City are hereby authorized and directed to execute the Special
Warranty Deed attached hereto as Exhibit E in favor of Riverside Horizons, LLC;
SECTION 2. AUTHORITY GRANTED. The Mayor, City Administrator, Special Counsel
to the City- Spencer Fane Britt & Browne LLP, and other appropriate officials and employees of
the City are hereby authorized and directed to take such further action related thereto as is
otherwise necessary or desirable to carry out and comply with the intent of this Ordinance.
SECTION 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect from
and after its passage and approval.
WA 4504190.2
BE IT REMEMBERED that the above was read two times by heading only, PASSED
AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the
City of Riverside, Missouri, this 19th day of September, 2013.
Kathleen L. Rose, Mayor
ATTEST:
Robin Littrell, Chi Clerk
Approved as to form:
Spencer Fane Britt & Browne LLP,
Special Counsel to the City
by Joe Bednar
WA 4504190.2
Exhibit A
Closing Notice
WA 4509190.2
Exhibit B
Legal Description
All of Lot 5, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in Riverside,
Platte County, Missouri, according to the recorded plat thereof, recorded March 9, 2012,
as Document No. 2012003467, in Plat Book 21 at Page 10.
WA 4504190.2
Exhibit C
Form of Special Warranty Deed from IDA to City
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of September 23, 2013 by THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a public corporation
organized and existing under the laws of the State of Missouri, with a mailing address of 2950 NW
Vivion Road, Riverside, Missouri 64150, as grantor ("GRANTOR"), to the CITY OF RIVERSIDE,
MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri, with a
mailing address of 2950 NW Vivion Road,Riverside,Missouri 64150,as grantee("GRANTEE').
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other valuable consideration to it in hand paid by GRANTEE (the receipt and
sufficiency of which is hereby acknowledged) does by these presents, SELL and CONVEY unto
GRANTEE, its successors and assigns, the lots, tracts or parcels of land, lying, being and situate in the
County of Platte and State of Missouri as described as follows:
Lot 5, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in Riverside, Platte
County,Missouri,according to the recorded plat thereof.
EXCEPT AND FURTHER SUBJECT TO:
a. The subject property is conveyed subject to that certain Declaration of covenants,
restrictions, easements, charges, assessments and liens for Horizons Business
Park/Planned Development District, dated February 13, 2012 and recorded in the
Office of the Recorder of Deeds of Platte County, under Document No. 2012003468,
as may be heretofore and hereafter amended in accordance therewith, all of the
provisions of which are specifically incorporated herein by reference thereto (herein
the "Declaration"), and all of which GRANTEE accepts as covenants running with
the land and binding at law as well as equity upon GRANTEE and its successors in
title to the subject property, and the obligations of which GRANTEE, for itself and
its successor in title,agrees to observe and perform.
TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights privileges,
appurtenances and immunities thereto belonging or in anywise appertaining unto GRANTEE and unto its
successors and assigns forever,GRANTOR hereby covenanting that said premises are free and clear from
any encumbrance(except as referenced above)done or suffered by it; and that it will warrant and defend
the title to said premises unto GRANTEE and unto its successors and assigns forever, against the lawful
claims and demands of all persons claiming under GRANTOR.
IN WITNESS WHEREOF,Grantor has caused these presents to be signed as of the day and
year first above written.
GRANTOR:
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF RIVERSIDE,
MISSOURI
WA 4504190.2
By:
Leland Finley, President
ATTEST:
By:
Sarah Wagner, Secretary
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS 23d day of September, 2013, before me, the undersigned, a Notary Public in and for
said County and state, personally appeared Leland Finley, to me personally known, who being by me
duly sworn, did say that he is the President of The Industrial Development Authority of the City of
Riverside, Missouri, a public corporation duly organized and existing under the laws of the state of
Missouri, and that the seal affixed to the foregoing instrument is the seal of said Authority, and that said
instrument was signed and sealed in behalf of said Authority by free act and deed of said Authority.
WITNESS my hand and official seal in the County and State aforesaid, the day and year first
above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
WA 4504190.2
Exhibit D
Form of Purchase and Sale Agreement between the City and Riverside Horizons, LLC
AGREEMENT OF PURCHASE AND SALE
BETWEEN
THE CITY OF RIVERSIDE,MISSOURI("SELLER")
AND
RIVERSIDE HORIZONS,LLC ("PURCHASER")
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of the
Effective Date hereinafter defined by and between the CITY OF RIVERSIDE,MISSOURI, a Missouri
municipal corporation ("Seller"), and RIVERSIDE HORIZONS, LLC, a Missouri limited liability
company, and/or its assigns("Purchaser"). All capitalized terms used in this Amendment and not defined
herein shall have the meanings set forth in the MDA unless the context clearly requires otherwise. In
consideration of the agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:
RECITALS:
WHEREAS, Briarcliff Realty,LLC and Seller entered into a Master Development Agreement for
the development of the Briarcliff Horizons Site dated May 10,2011 ("MDA'); and
WHEREAS, Briarcliff Realty assigned its rights and obligations under the MDA to Briarcliff
Horizons,LLC,an affiliated entity of Briarcliff Realty pursuant to Section 12.5(b)of the MDA; and
WHEREAS, on or about February 13, 2012 Briarcliff Horizons,LLC filed articles of amendment
with the Missouri Secretary of State changing its name to Riverside Horizons, LLC; and
WHEREAS, Seller currently owns the real property described in Exhibit A hereto (the "Land'),
which is a part of the Briarcliff Horizons Site, and wishes to sell the Land to Purchaser on the terms
herein set forth,and Purchaser wishes to purchase the Land on the terms herein set forth;
NOW, THEREFORE, in consideration of the premises, TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,
and the mutual undertakings of the parties hereinafter set forth, it is hereby agreed by the parties as
follows:
ARTICLE I
SALE AND PURCHASE
1.01 Sale and Purchase. The Purchase Price (the "Purchase Price') for the Land shall be
three hundred five thousand one hundred twenty-six and 00/100 Dollars ($305,126.00), which is based
upon the MDA's purchase price of Fifty Cents ($0.50) per square foot and the Land's square footage of
610,252 square feet as set forth in the final plat prepared by Olsson Associates recorded March 9, 2012
with the Platte County,Missouri Recorder of Deeds as Instrument No. 2012003467 in Book 21 at Page 10
attached hereto as Exhibit B (the"Plat").
1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Fidelity
National Title Insurance Company ATTN: Lolly Avant, 1330 Post Oak Blvd., Suite 2330, Houston, TX
77056 Phone: 713-621-9960 FAX: 713-623-4406, Email: LAvant@fnf.com (the "Escrow Agent"), as
WA 4504190.2
agent for fidelity National Title Insurance Company (the "Title Insurer"). No Earnest Money shall be
required of Purchaser.
ARTICLE II
TIME AND SURVEY DOCUMENTS
2.01 Title Commitment. Seller shall, within fifteen(15)days after receipt of a Closing Notice
(as defined in the MDA), at Seller's sole cost and expense, cause to be prepared and furnished to
Purchaser an updated title commitment for the Title Policy for the Land (the "Title Commitment") issued
by the Escrow Agent showing the Industrial Development Authority of the City of Riverside,Missouri as
the record title owner of the 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") for the Land at the Closing in the amount of the Purchase Price, 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 at Closing. The Title Policy shall exclude all standard pre-printed
exceptions.
2.02 Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and
furnished to Purchaser, Purchaser's legal counsel and the Escrow Agent, an updated ALTA survey (the
"Survey")of the Land prepared by a surveyor of Purchaser's choosing(the "Surveyor")as of a date which
is subsequent to the Effective Date.
2.03 Review of Title and Survey. Purchaser shall have a period of time (the "Title Review
Period") commencing on the Effective Date of the Closing Notice and ending on ten (10) days prior to
Closing in which to notify Seller in writing of any objections Purchaser has to any matters shown on the
Title Commitment. All objections raised by Purchaser in the manner herein provided are 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 tenth (10th) business day after Seller's receipt of
Purchaser's notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure,
such Objections during the Cure Period, Seller shall be deemed to have elected not to 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 tenth (10th) business
day following the end of the Cure Period, 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 and to which Purchaser does not object on or
prior to the last day of the Title Review Period(or which are thereafter waived or deemed to be waived by
Purchaser) shall be deemed to be permitted exceptions (the "Permitted Exceptions") to the status of
Seller's title to the Land.
ARTICLE III
CONDITIONS PRECEDENT TO CLOSING
3.01 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 Seller's covenants, agreements and obligations under this Agreement.
WA 4504190.2
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 Seller's sole
discretion:
(a) Representations and Warranties.None of the representations and warranties of
Purchaser set forth in Section 3.03 of this Agreement shall be untrue or inaccurate;
(b) 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.
(d) Compliance with Conditions of Master Development Agreement. Purchaser
shall have performed or satisfied all of the conditions precedent set out in Section 7.5 of the MDA.
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, 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. I 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
WA 4504190.2
apply to any person to the extent that such person's interest in the Purchaser is through a U.S. Publicly-
Traded Entity.
ARTICLE IV
CLOSING
4.01 Closing Date and Time. Provided that all of the conditions of this Agreement and the
MDA shall have theretofore been satisfied, the closing (the "Closing") of the purchase and sale of the
Land shall be conducted at such time and location as shall be mutually agreeable to Seller and Purchaser.
Purchaser may, at its option, extend the Closing Date for up to one (1) additional ten (10) day period,
upon written notice to Seller, prior to the then scheduled Closing Date. The date on which the Closing
actually occurs is referred to herein as the "Closing Date."
4.02 Seller's Closing Matters.At the Closing, Seller shall do the following:
(a) Special Warranty Deed. Execute, acknowledge and deliver to Purchaser a
special warranty deed(the "Deed")conveying to Purchaser good and indefeasible title in fee simple to the
Land, subject only to the Permitted Exceptions;
(b) Non-foreign Person 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;
(1) 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;
(g) Certificate of Representations. Seller shall deliver an updated certificate of the
representations and warranties set out in the Master Development Agreement as of the Closing Date;
(h) 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
(i) 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
WA 4504190.2
(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 Title Policy, and any special charges or assessments affecting the Land required to be paid prior to
Closing to deliver unencumbered title to the Land to Purchaser. Purchaser shall pay all costs and
expenses relating to Purchaser's financing, including any recording fees for Purchaser's security
documents and the cost of any mortgagee or loan policy required by 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 attomeys'fees incurred in connection with this Agreement and all
other expenses which such party incurs. The parties shall split any escrow fee and expenses charged by
the Escrow Agent.
4.05 Proration.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, "Taxes"), based upon actual days involved. Seller shall be responsible for
all Taxes pertaining to the Land for any period prior to the Closing. Purchaser shall receive credit on the
amount of the cash payments to be made by Purchaser pursuant hereto for the prorated amount of such
Taxes for the year of Closing which is chargeable to Seller. In connection with the proration of Taxes, if
actual figures 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
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.
WA 4504190.2
(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
and the MDA, 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 Purchaser's
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
and the Escrow Agent.
ARTICLE VI
MISCELLANEOUS
6.01 Escrow Instructions.Intentionally Omitted.
6.02 Integration. This Agreement constitutes the entire and final expression of the agreement
of the parties hereto and supersedes all prior agreements and understandings of the parties, either oral or
written.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.
WA 4504190.2
6.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller
and Purchaser,and their respective heirs,personal representatives,successors and assigns.
6.05 Notices. Any notice, communication, request, demand, reply or advice (severally and
collectively referred to as 'Notice") in this Agreement required or permitted to be given, made or
accepted must be in writing. Notice may, unless otherwise specifically provided herein, be given or
served (a) by depositing the same in a receptacle regularly maintained and serviced by the United States
Postal Service, postage pre-paid, registered or certified, and addressed to the party to be notified, with
return receipt requested, or (b) by delivering the same to such party, or an agent of such party, by
commercial courier. Notice sent by registered or certified mail in the manner hereinabove described shall
be effective on the earlier of the third (3rd) business day after such deposit or the actual receipt thereof.
Notice given by commercial courier shall be effective on the date delivered to the other party. For the
purposes of Notice,the addresses of the parties shall, until changed as provided below,be as follows:
Seller: The City of Riverside,Missouri
Attention: Mayor
City Hall
2950 NW Vivion Road
Riverside, MO 64150
Purchaser: Riverside Horizons,LLC
Attention:Nathaniel Hagedorn
6300 N. Revere, Suite 225
Kansas City, MO 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.
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
WA 4509190.2
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.
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 to an
affiliated entity 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.
WA 4504190.2
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 the date that the Escrow Agent receives and receipts one or more counterparts of this Agreement
that have been signed by both Seller and Purchaser.The execution hereof by Purchaser shall constitute an
offer by Purchaser to Seller to purchase the Land on the terms and conditions herein stated, which must
be accepted by Seller on or before 5:00 p.m., the City of Riverside, Missouri time, on the tenth (10th)
business day(the "Acceptance Date") following the date set forth below Purchaser's signature hereto, by
the execution hereof by Seller and the delivery of at least two fully-executed counterparts of same to the
Escrow Agent on or before the Acceptance Date with instructions to deliver at least one fully executed
copy thereof to Purchaser.If Purchaser's offer is not accepted in such manner by the Acceptance Date,the
same shall be thereafter null and void.
[Remainder of Page Intentionally Left Blank—Signature Page to Follow)
WA 4504190.2
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:
THE CITY OF RIVERSIDE,MISSOURI,
a Missouri municipal corporation
By:
Kathleen L. Rose,Mayor
Date:
PURCHASER:
RIVERSIDE HORIZONS, LLC,
a Missouri limited liability company
By: NORTHPOINT HOLDINGS,LLC,
a Missouri limited liability company
Its: Manager
By:
Name: Nathaniel Hagedorn
Title: Manager
Date:
ESCROW AGENT RECEIPT
The undersigned Escrow Agent acknowledges receipt of this Agreement of Purchase and Sale
and agrees to be bound by the terms of this Agreement this day of October 2013.
Fidelity National Title Insurance Company
By:
Name:
Title:
WA 4504190.2
Exhibit E
Form of Special Warranty Deed from City to Riverside Horizons, LLC
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of October_ 2013 by the CITY OF RIVERSIDE, MISSOURI,
a fourth class city organized and existing under the laws of the State of Missouri, with a mailing address
of 2950 NW Vivion Road, Riverside, Missouri 64150, as grantor ("GRANTOR"), to RIVERSIDE
HORIZONS, LLC, a Missouri limited liability company, with a mailing address of 6300 North Revere,
Suite 225,Kansas City, Missouri 64151,as grantee("GRANTEE").
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other valuable consideration to it in hand paid by GRANTEE (the receipt of
which is hereby acknowledged) does by these presents, SELL and CONVEY unto GRANTEE, its
successors and assigns, the lots, tracts or parcels of land, lying, being and situate in the County of Platte
and State of Missouri as described as follows:
Lot 5, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in Riverside, Platte
County,Missouri.
EXCEPT AND FURTHER SUBJECT TO:
a. The subject property is conveyed subject to that certain Declaration of Covenants,
Restrictions, Easements, Charges, Assessments and Liens for Horizons Business
Park/Planned Development District, dated February 13, 2012 and recorded in the
Office of the Recorder of Deeds of Platte County, under Document No. 2012003468,
as may be heretofore and hereafter amended in accordance therewith, all of the
provisions of which are specifically incorporated herein by reference thereto (herein
the "Declaration"), and all of which GRANTEE accepts as covenants running with
the land and binding at law as well as equity upon GRANTEE and its successors in
title to the subject property, and the obligations of which GRANTEE, for itself and
its successor in title, agrees to observe and perform.
b. This Deed is made and delivered upon the condition subsequent, which shall be
binding upon and enforceable against GRANTEE and its successors in title, that if
the commencement of vertical construction conforming to submitted design criteria
and plans and specifications approved by the City of Riverside as evidenced by
Building Permit No. dated 2013, shall not have been
commenced within sixty (60) days from the date hereof, then all right, title and
interest herein conveyed in and to the subject property shall, at the election of
GRANTOR, automatically revert to and become the property of GRANTOR, which
shall have the immediate right to enter upon and take full possession of the subject
property, and shall be obligated to forthwith refund to GRANTEE or its then
successor(s) in title all monies paid on the purchase price of the subject property by
GRANTEE to GRANTOR. Upon request of GRANTEE for good cause shown, an
extension of GRANTEE'S covenant to commence vertical construction may be
granted by GRANTOR, such consent shall not be unreasonably withheld or delayed.
The failure of GRANTOR to insist upon strict performance of such condition
subsequent, in whole or in part, shall not affect a waiver or relinquishment of the
same. When vertical construction of such building and facilities has commenced in
accordance with the terms herein provided, then (i) all reversionary rights of
WA 4504190.2
GRANTOR shall terminate and be extinguished, and(ii) GRANTEE shall thereupon
hold title to the subject property free and clear of this condition. GRANTOR shall at
the request and expense of GRANTEE, execute and record against title to the subject
property a writing validly evidencing the termination of GRANTOR'S reversionary
right as hereinabove set forth.
TO HAVE AND TO HOLD the premises aforesaid, with all and singular rights, privileges,
appurtenances, and immunities thereto belonging or in anywise appertaining unto GRANTEE and unto its
successors and assigns forever, GRANTOR hereby covenanting that said premises are free and clear from
any encumbrance(except as referenced above)done or suffered by it; and that it will warrant and defend
the title to said premises unto GRANTEE and unto its successors and assigns forever, against the lawful
claims and demands of all persons claiming under GRANTOR.
IN WITNESS WHEREOF,GRANTOR has caused these presents to be signed as of the day and
year first above written.
GRANTOR:
CITY OF RIVERSIDE, MISSOURI
Ey:
Kathleen L. Rose, Mayor
ATTEST:
Ey:
Robin Littrell,City Clerk
WA 4504190.2
ACKNOWLEDGEMENT
STATE OF MISSOURI )
)SS
COUNTY OF PLATTE )
ON THIS day of October, 2013, before me,the undersigned,a Notary Public in and for said
county and state, personally appeared Kathleen L. Rose, to me personally known,who being by me duly
sworn, did say that she is the Mayor of the City of Riverside, Missouri, a municipal corporation 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 municipality, and that instrument was signed and sealed in behalf of said
municipality by free act and deed of said municipality.
WITNESS my hand and official seal in the County and State aforesaid, the day and year first
above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
WA 4504190.2
AGREEMENT OF PURCHASE AND SALE
BETWEEN
THE CITY OF RIVERSIDE,MISSOURI("SELLER")
AND
RIVERSIDE HORIZONS,LLC("PURCHASER")
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of the
Effective Date hereinafter defined by and between the CITY OF RIVERSIDE,MISSOURI,a Missouri
municipal corporation ("Seller"), and RIVERSIDE HORIZONS, LLC, a Missouri limited liability
company,and/or its assigns("Purchaser"). All capitalized terms used in this Amendment and not defined
herein shall have the meanings set forth in the MDA unless the context clearly requires otherwise. In
consideration of the agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:
RECITALS:
WHEREAS, Briarcliff Realty, LLC and Seller entered into a Master Development Agreement for
the development of the Briarcliff Horizons Site dated May 10,2011 ("MDA"); and
WHEREAS, Briarcliff Realty assigned its rights and obligations under the MDA to Briarcliff
Horizons,LLC,an affiliated entity of Briarcliff Realty pursuant to Section 12.5(b)of the MDA;and
WHEREAS, on or about February 13,2012 Briarcliff Horizons, LLC filed articles of amendment
with the Missouri Secretary of State changing its name to Riverside Horizons,LLC;and
WHEREAS, Seller currently owns the real property described in Exhibit A hereto (the "Land"),
which is a part of the Briarcliff Horizons Site, and wishes to sell the Land to Purchaser on the terms
herein set forth, and Purchaser wishes to purchase the Land on the terms herein set forth;
NOW, THEREFORE, in consideration of the premises, TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,
and the mutual undertakings of the parties hereinafter set forth, it is hereby agreed by the parties as
follows:
ARTICLE I
SALE AND PURCHASE
1.01 Sale and Purchase. The Purchase Price (the "Purchase Price') for the Land shall be
three hundred five thousand one hundred twenty-six and 00/100 Dollars ($305,126.00), which is based
upon the MDA's purchase price of Fifty Cents ($0.50) per square foot and the Land's square footage of
610,252 square feet as set forth in the final plat prepared by Olsson Associates recorded March 9, 2012
with the Platte County,Missouri Recorder of Deeds as Instrument No. 2012003467 in Book 21 at Page 10
attached hereto as Exhibit B (the"Plat").
1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Fidelity
National Title Insurance Company AM: Lolly Avant, 1330 Post Oak Blvd., Suite 2330, Houston, TX
77056 Phone: 713-621-9960 FAX: 713-6234406, Email: LAvant@fnfcom (the "Escrow Agent"), as
11893N6MITri007/4839;1 I I
agent for Fidelity National Title Insurance Company (the "Title Insurer"). No Earnest Money shall be
required of Purchaser.
ARTICLE II
TITLE AND SURVEY DOCUMENTS
2.01 Title Commitment. Seller shall,within fifteen(15)days after receipt of a Closing Notice
(as defined in the MDA), at Seller's sole cost and expense, cause to be prepared and furnished to
Purchaser an updated title commitment for the Title Policy for the Land (the "Title Commitment") issued
by the Escrow Agent showing the Industrial Development Authority of the City of Riverside, Missouri as
the record title owner of the 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")for the Land at the Closing in the amount of the Purchase Price, 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 at Closing. The Title Policy shall exclude all standard pre-printed
exceptions.
2.02 Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and
furnished to Purchaser, Purchaser's legal counsel and the Escrow Agent, an updated ALTA survey (the
"Survey")of the Land prepared by a surveyor of Purchaser's choosing(the "Surveyor")as of a date which
is subsequent to the Effective Date.
2.03 Review of Title and Survey. Purchaser shall have a period of time (the "Title Review
Period") commencing on the Effective Date of the Closing Notice and ending on ten (10) days prior to
Closing in which to notify Seller in writing of any objections Purchaser has to any matters shown on the
Title Commitment.All objections raised by Purchaser in the manner herein provided are 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 tenth (10th) business day after Seller's receipt of
Purchaser's notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure,
such Objections during the Cure Period, Seller shall be deemed to have elected not to 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 tenth (10th) business
day following the end of the Cure Period, 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 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 he deemed to be permitted exceptions (the "Permitted Exceptions") to the status of
Seller's title to the Land.
(18931061/C1TY/W774339;1 I 2
ARTICLE III
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 Seller's 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 Seller's sole
discretion:
(a) Representations and Warranties.None of the representations and warranties of
Purchaser set forth in Section 3.03 of this Agreement shall be untrue or inaccurate;
(b) 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.
(d) Compliance with Conditions of Master Development Agreement. Purchaser
shall have performed or satisfied all of the conditions precedent set out in Section 7.5 of the MDA.
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, 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
t1893/061MY/00774839;1 i 3
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
apply to any person to the extent that such person's interest in the Purchaser is through a U.S. Publicly-
Traded Entity.
ARTICLE IV
CLOSING
4.01 Closing Date and Time. Provided that all of the conditions of this Agreement and the
MDA shall have theretofore been satisfied, the closing (the "Closing") of the purchase and sale of the
Land shall be conducted at such time and location as shall be mutually agreeable to Seller and Purchaser.
Purchaser may, at its option, extend the Closing Date for up to one (1) additional ten (10) day period,
upon written notice to Seller, prior to the then scheduled Closing Date. The date on which the Closing
actually occurs is referred to herein as the"Closing Date."
4.02 Seller's Closing Matters.At the Closing, Seller shall do the following:
(a) Special Warranty Deed. Execute, acknowledge and deliver to Purchaser a
special warranty deed(the"Deed")conveying to Purchaser good and indefeasible title in fee simple to the
Land,subject only to the Permitted Exceptions;
(b) Non-foreign Person 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;
(g) Certificate of Representations. Seller shall deliver an updated certificate of the
representations and warranties set out in the Master Development Agreement as ofthe Closing Date•,
(h) 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
11893MI/MY/00774839;1 1 4
(i) 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
(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 Title Policy,and any special charges or assessments affecting the Land required to be paid prior to
Closing to deliver unencumbered title to the Land to Purchaser. Purchaser shall pay all costs and
expenses relating to Purchaser's financing, including any recording fees for Purchaser's security
documents and the cost of any mortgagee or loan policy required by 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, "Taxes"), based upon actual days involved. Seller shall be responsible for
all Taxes pertaining to the Land for any period prior to the Closing. Purchaser shall receive credit on the
amount of the cash payments to be made by Purchaser pursuant hereto-for the prorated amount of such
Taxes for the year of Closing which is chargeable to Seller. In connection with the proration of Taxes, if
actual figures 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
11893MIlCITY/M74839;1 F 5
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
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
and the MDA, 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
(1893/061IC1TYM774839;1} 6
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 Purchaser's
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
and the Escrow Agent.
ARTICLE VI
MISCELLANEOUS
6.01 Escrow Instructions.Intentionally Omitted.
6.02 Integration. This Agreement constitutes the entire and final expression of the agreement
of the parties hereto and supersedes all prior agreements and understandings of the parties, either oral or
written.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:
(1893/061/CITY/00774839;1) 7
Seller: The City of Riverside,Missouri
Attention: Mayor
City Hall
2950 NW Vivion Road
Riverside,MO 64150
Purchaser: Riverside Horizons,LLC
Attention:Nathaniel Hagedorn
6300 N. Revere, Suite 225
Kansas City,MO 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.
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 cavy 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
11893/061[CrrYM774839;1 1 8
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.
6.15 Farther 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 to an
affiliated entity 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 he 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
11893/061/C1rY/00774839;1 I 9
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 the date that the Escrow Agent receives and receipts one or more counterparts of this Agreement
that have been signed by both Seller and Purchaser.The execution hereof by Purchaser shall constitute an
offer by Purchaser to Seller to purchase the Land on the terms and conditions herein stated, which must
be accepted by Seller on or before 5:00 p.m., the City of Riverside, Missouri time, on the tenth (101h)
business day (the "Acceptance Date") following the date set forth below Purchaser's signature hereto, by
the execution hereof by Seller and the delivery of at least two fully-executed counterparts of same to the
Escrow Agent on or before the Acceptance Date with instructions to deliver at least one fully executed
copy thereof to Purchaser. If Purchaser's offer is not accepted in such manner by the Acceptance Date,the
same shall be thereafter null and void.
[Remainder of Page Intentionally Left Blank—Signature Page to Follow]
t1893M1/CrrY100774839;1 i 10
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:
THE CITY OF RIVERSIDE,MISSOURI,
a Missouri municipal corporation
By: Al[i
Kathleen L.Rose, Mayor
Date:
PURCHASER:
RIVERSIDE HORIZONS, LLC,
a Missouri limited liability company
By: NORTHPOINT HOLDINGS, LLC,
a Missouri limited liability company
Its: Manager
By:
Name: Nathaniel Hagedom
Title: Manager
Date:
ESCROW AGENT RECEIPT
The undersigned Escrow Agent acknowledges receipt of this Agreement of Purchase and Sale
and agrees to be bound by the terms of this Agreement this day of October_,2013.
Fidelity National Title Insurance Company
By:
Name:
Title:
(1893MI/CITY/00774839,1 J I I ,
EXHIBIT A
LEGAL DESCR PTION
Lot 5, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in Riverside, Platte County,
Missouri,according to the recorded plat thereof.
11893/061/CITY/00774839;1 ) 12
EXHIBIT B
PLAT
(1893/0 MTY/00774839;1 ) 13
COVER PAGE FOR RECORDING
I. Title of Document: Special Warranty Deed
2. Date of Document: October.2013
3. Grantor Name and Address: CITY OF RIVERSIDE, MISSOURI
2950 NW Vivion Road
Riverside,Missouri 64150
4. Grantee Name and Address: RIVERSIDE HORIZONS, LLC
6300 North Revere, Suite 225
Kansas City,Missouri 64151
5. Legal Description/Address: On Page 1
6. Book and Page Reference: N/A
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of October _, 2013 by the CITY OF RIVERSIDE,
MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri,
with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150, as grantor
("GRANTOR"), to RIVERSIDE HORIZONS, LLC, a Missouri limited liability company,with a
mailing address of 6300 North Revere, Suite 225, Kansas City, Missouri 64151, as grantee
("GRANTEE").
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other valuable consideration to it in hand paid by GRANTEE (the
receipt of which is hereby acknowledged) does by these presents, SELL and CONVEY unto
GRANTEE, its successors and assigns, the lots, tracts or parcels of land, lying, being and situate
in the County of Platte and State of Missouri as described as follows:
Lot 5, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in
Riverside,Platte County, Missouri.
EXCEPT AND FURTHER SUBJECT TO:
a. The subject property is conveyed subject to that certain Declaration of
Covenants, Restrictions, Easements, Charges, Assessments and Liens for
Horizons Business Park/Planned Development District, dated February 13,
2012 and recorded in the Office of the Recorder of Deeds of Platte County,
under Document No. 2012003468, as may be heretofore and hereafter
amended in accordance therewith, all of the provisions of which are
specifically incorporated herein by reference thereto (herein the
"Declaration"), and all of which GRANTEE accepts as covenants running
with the land and binding at law as well as equity upon GRANTEE and its
successors in title to the subject property, and the obligations of which
GRANTEE, for itself and its successor in title, agrees to observe and
perform.
b. This Deed is made and delivered upon the condition subsequent, which shall
be binding upon and enforceable against GRANTEE and its successors in
title, that if the commencement of vertical construction conforming to
submitted design criteria and plans and specifications approved by the City
of Riverside as evidenced by Building Permit No. dtlfpd
` shall not have been commenced within sixty (60)
days from the date hereof,then all right, title and interest herein conveyed in
and to the subject property shall,at the election of GRANTOR,automatically
revert to and become the property of GRANTOR, which shall have the
immediate right to enter upon and take full possession of the subject
property, and shall be obligated to forthwith refund to GRANTEE or its then
successor(s) in title all monies paid on the purchase price of the subject
property by GRANTEE to GRANTOR. Upon request of GRANTEE for
good cause shown, an extension of GRANTEE'S covenant to commence
vertical construction may be granted by GRANTOR, such consent shall not
be unreasonably withheld or delayed. The failure of GRANTOR to insist
1
upon strict performance of such condition subsequent, in whole or in part,
shall not affect a waiver or relinquishment of the same. When vertical
construction of such building and facilities has commenced in accordance
with the terms herein provided,then(i)all reversionary rights of GRANTOR
shall terminate and be extinguished, and(ii)GRANTEE shall thereupon hold
title to the subject property free and clear of this condition. GRANTOR shall
at the request and expense of GRANTEE, execute and record against title to
the subject property a writing validly evidencing the termination of
GRANTOR'S reversionary right as hereinabove set forth.
TO HAVE AND TO HOLD the premises aforesaid, with all and singular rights,
privileges, appurtenances, and immunities thereto belonging or in anywise appertaining unto
GRANTEE and unto its successors and assigns forever,GRANTOR hereby covenanting that said
premises are free and clear from any encumbrance (except as referenced above) done or suffered
by it; and that it will warrant and defend the title to said premises unto GRANTEE and unto its
successors and assigns forever, against the lawful claims and demands of all persons claiming
under GRANTOR.
IN WITNESS WHEREOF, GRANTOR has caused these presents to be signed as of the
day and year first above written.
GRANTOR:
CITY OF RIVERSIDE,MISSOURI
t ; , By. 6va:ii—)z L
Kathleen L. Rose,Mayor
—ATTEST:
c
Robin-Littrell, ity Clerk
2
ACKNOWLEDGEMENT
STATE OF MISSOURI )
)SS
COUNTY OF PLATTE )
ON THIS_day of October, 2013, before me,the undersigned, a Notary Public in and
for said county and state, personally appeared Kathleen L. Rose, to me personally known, who
being by me duly sworn, did say that she is the Mayor of the City of Riverside, Missouri, a
municipal corporation 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 municipality, and that
instrument was signed and sealed in behalf of said municipality by free act and deed of said
municipality.
WITNESS my hand and official seal in the County and State aforesaid, the day and year
first above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
3
Recorded In Plene County, Missouri
Recording Date/Time: 09/2712013 at 09:15:11 AM
Inetr Number: 2013015263 ,1 11 ole
�C°
Book: 1216 Page: 954 ,.�`� �peR
Type: TR WD
Pogoc 8
Fee: 880.00 8
III nil III III K`' Jill'�''°
Grantor: INDUSTRIAL DEVELOPMENT AUTHORITY OF... Gloria Boyer,
Grantee: RIVERSIDE MISSOURI CITY OF Recorder of Deeds
For recording purposes only:
COVER PAGE FOR RECORDING
I. Title of Document: Special Warranty Deed
2. Date of Document: September 23,2013
3. Grantor Name and Address: THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF RIVERSIDE,MISSOURI
2950 NW Vivion Road
Riverside,Missouri 64150
4. Grantee Name and Address: CITY OF RIVERSIDE,MISSOURI
2950 NW Vivion Road
Riverside,Missouri 64150
5. Legal Description/Address: On Page 1
6. Book and Page Reference: N/A
PLEASE RETURN RECORDED DOCUMENT TO:
City Administrator
✓City of Riverside,Missouri k,✓. ]a.LA .
2950 NW Vivion Road
Riverside,Missouri 64150
�r_.•� k_ 1210 Pa g a_ 954
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of September 23, 2013 by THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a public
corporation organized and existing under the laws of the State of Missouri,with a mailing address
of 2950 NW Vivion Road, Riverside, Missouri 64150, as grantor ("GRANTOR"), to the CITY
OF RIVERSIDE, MISSOURI, a fourth class city organized and existing under the laws of the
State of Missouri, with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150,
as grantee("GRANTEE").
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other valuable consideration to it in hand paid by GRANTEE (the
receipt and sufficiency of which is hereby acknowledged) does by these presents, SELL and
CONVEY unto GRANTEE, its successors and assigns, the lots, tracts or parcels of land, lying,
being and situate in the County of Platte and State of Missouri as described as follows:
Lot 5, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in
Riverside, Platte County,Missouri, according to the recorded plat thereof.
EXCEPT AND FURTHER SUBJECT TO:
a. The subject property is conveyed subject to that certain Declaration of
covenants, restrictions, easements, charges, assessments and liens for
Horizons Business Park/Planned Development District, dated February 13,
2012 and recorded in the Office of the Recorder of Deeds of Platte County,
under Document No. 2012003468, as may be heretofore and hereafter
amended in accordance therewith, all of the provisions of which are
specifically incorporated herein by reference thereto (herein the
"Declaration"), and all of which GRANTEE accepts as covenants running
with the land and binding at law as well as equity upon GRANTEE and its
successors in title to the subject property, and the obligations of which
GRANTEE, for itself and its successor in title, agrees to observe and
perforin.
TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights
privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto
GRANTEE and unto its successors and assigns forever, GRANTOR hereby covenanting that said
premises are free and clear from any encumbrance (except as referenced above) done or suffered
by it; and that it will warrant and defend the title to said premises unto GRANTEE and unto its
successors and assigns forever, against the lawful claims and demands of all persons claiming
under GRANTOR.
1
E:o� E. 1 "� 1 � F'aoe '954
IN WITNESS WHEREOF,Grantor has caused these presents to be signed as of the day
and year first above written.
GRANTOR:
THE INDUSTRIAL DEVELOPMENT .
AUTHOPA19F THE CITY OF
IDE,MISSOURI M `
By:
Pa ela ara ice President
ATTEST:
By.
arah Wagner, Secre
ACKNOWLEDGEMENT
STATE OF MISSOURI )
)SS
COUNTY OF PLATTE )
ON THIS 23`d day of September, 2013, before me, the undersigned, a Notary Public in
and for said County and state,personally appeared Pamela Darata,to me personally known,who
being by me duly sworn, did say that she is the Vice President of The Industrial Development
Authority of the City of Riverside, Missouri, a public corporation duly organized and existing
under the laws of the state of Missouri, and that the seal affixed to the foregoing instrument is the
seal of said Authority, and that said instrument was signed and sealed in behalf of said Authority
by free act and deed of said Authority.
WITNESS my hand and official seal in the County and State aforesaid, the day and year
first above written.
Notary Pu lic Signature
(Seal) (� ��
Printed or Typed N
My Commission Expires: �)43� \5''ZC)s
``\`\\ PH
AG
0P eery p4'tiF
o., c
Commission k 112771tµ-
2 E Platte County
��8elon
XP res ♦'e
3t
Recorded In Platte County, Missouri
Recording Date/Time: 09/30/2013 at 02:46:41 PM
In:tr Number: 2013015390 X001 Go-,
Book: 1219 Page: 80
Type: DR PART
Peyer. B
Fee: BSe.00 8
IIIIIIIIIillllllllllllllllllllllllllllllllllllllllll ;o"�A\
Grantor: UMB BANK NA Gloria Boyer,
Grantee: INDUSTRIAL DEVELOPMENT AUTHORITY OF... Recorder at Deeds
Title of Document: PARTIAL RELEASE
Date of Document: September W2013
Grantor: UMB BANK, N.A.
1010 Grand Blvd., 4`h Floor
Kansas City, Missouri, 64106
Grantee: THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF
RIVERSIDE, MISSOURI
2950 NW Vivion
Riverside, Missouri 64150
and
THE CITY OF RIVERSIDE, MISSOURI
2950 NW Vivion Road
Riverside, Missouri 64150
Location: All of Lot 5, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in
Riverside, Platte County, Missouri, according to the recorded plat thereof,
recorded March 9, 2012, as Document No. 2012003467, in Plat Book 21 at
Page 10.
Reference: BK1103PG315 BK1103PG316
BK1111PG853 BK1111PG854
fReturn Recorded Document to:
City of Riverside
Attn: Greg Mills
2950 NW Vivion Rd
Riverside, MO 64150
Bo+m- k 1219 Pa ,a 80
IDA Resolution 2013-011
EXHIBIT B
PARTIAL RELEASE
The City of Riverside, Missouri
and
The Industrial Development Authority of the City of Riverside, Missouri
THIS PARTIAL RELEASE is executed on the � day of September, 2013 by UMB
BANK, N.A., a national association duly organized and existing under the laws of the United
States of America having a corporate trust office located at UMB Bank, N.A., 1010 Grand Blvd.,
4'h Floor, Kansas City, Missouri 64106, Attention: Corporate Trust Department, and its
successors and assigns ("Mortgagee"),for the benefit of the CITY OF RIVERSIDE, MISSOURI,
a fourth class municipality of the State of Missouri having Its principal office located at 2950 NW
Vivion Road, Riverside, Missouri 64150 ("City") and THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE City OF RIVERSIDE, MISSOURI, a public corporation organized and
existing under the laws of the State of Missouri, having its principal office located at 2950 NW
Vivion, Riverside, Missouri 64150("Mortgagor").
RECITALS:
A. The mortgagor issued its $30,265,000 Revenue Bonds (Riverside Horizons
Infrastructure Project - City of Riverside, Missouri) Series 2007A and $10,000,000 Revenue
Bonds (Riverside Horizons Infrastructure Project - City of Riverside, Missouri) Series 2007B
dated as of May 1, 2007(the"Bonds").
B. In connection with the Bonds, Mortgagee and Mortgagor entered into a series of
security documents, including (but without limitation):
(i) A Financing and Cooperation Agreement dated May 1, 2007 between
Mortgagee, Mortgagor, and City; recorded May 9, 2007 in Book 1103 a Page 315 in the
office of the Recorder of Deeds, Platte County, Missouri ("Financing Agreement").
(it) A Deed of Trust and Security Agreement dated May 1, 2007 whereby Mortgagor
granted a deed of trust lien on the property described therein ("Mortgaged Property")to
secure the payment of the Bonds, and any other amounts or obligations secured
thereby; recorded May 9, 2007 in Book 1103 at Page 316 In the office of the Recorder of
Deeds, Platte County, Missouri ("Mortgage").
C. Section 6.3 of the Financing Agreement set the minimum amount per square foot
which must be deposited with the Mortgagee with respect to a sale of all or any portion of the
Mortgaged Property at$.50 per square foot.
D. The City directed that the Mortgagor sell 610,252 square feet of the Mortgaged
Property, the legal description of such property being set forth on Exhibit A ("Released
Property") and Mortgagor, pursuant to a Special Warranty Deed, has sold and transferred all
right,title and Interest in the Released Property to City.
E. Mortgagee has been paid the sales price of Three Hundred Five Thousand One
Hundred Twenty-Six and 00/100 Dollars ($305,126) for the Released Property($.50 per square
foot).
4524710_1
B-D-D k: 1219 P a. g e 80
F. Pursuant to Section 6.5 of the Financing Agreement, Mortgagee shall release its
lien with respect to the Released Property.
AGREEMENT
NOW, THEREFORE, in consideration of these Recitals, the mutual benefits and
obligations accruing under this and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Mortgagee agrees as follows:
1. Mortgagee does hereby release its lien on the Released Property, the legal
description of which is described on Exhibit A attached hereto and made a part hereof. This is
a partial release of only the Released Property and shall not affect the remaining Mortgaged
Property or the indebtedness thereof on the Mortgage or Financing Agreement.
2. Notwithstanding the release of the lien on the Released Property, the Mortgage,
in the initial principal amount of $30,265,000 for the Series 2007A bonds and $10,000,000 for
the Series 2007B bonds from the Mortgagor to the Mortgagee shall remain in full force and
effect and any indemnities and other obligations under the Mortgage which, by their terms,
survive a release of the lien on the Released Property, shall remain in full force and effect with
respect to the non-released property and are not cancelled.
3. Furthermore, notwithstanding anything to the contrary contained herein, any and
all liens created against the Released Property in the Mortgage and/or the Financing Agreement
are released in their entirety and in all respects, Mortgagee shall have no continuing rights,
interests or privileges whatsoever with respect to the Released Property, or any portion thereof,
and Mortgagee shall have no rights of action, foreclosure, recourse or otherwise whatsoever
with respect to or against the Released Property, or any portions(s) thereof, from and after the
date hereof, including, without limitation, arising from any purported breach or default by
Mortgagor or its successors or assigns of any obligations that purport to have survived the
release made hereby.
IN WITNESS WHEREOF, Mortgagee hereby executes this instrument to be effective as
of the date first written above.
MORTGAGEE: UMB BANK, N.A�
By I R�J( �U4.a / l h
NameWendee I. Peres
Title: Vice-President
3
11r�. F 1 19 PZ` g •_ 117
ACKNOWLEDGEMENT
STATE OF MISSOURI }
) SS.
COUNTY OF JACKSON }
On this, the day of September 2013, before me, the undersigned, a Notary Public
appeared Wendee 1. Peres, who being before me duly sworn did say that she is a Vice
President of UMB Bank, N.A., a national banking association organized under the laws of the
United States of America and that the seal affixed to the foregoing instrument is the seal of said
association, and that said instrument was signed and sealed on behalf of said association by
authority of its board of directors, and said official acknowledged said instrument to be executed
for the purposes therein stated and as the free act and deed of said association.
IN WITNESS WHEREOF, I hereunder set my hand and affixed my notary seal, the day
and year last above written.
FAITH JOHNSON
Notary Public-Notary Seal
STATE OF MISSOURI
.mdom,count y N t ry Public
ComniaeMy commission fonn treat J349u4W ,2017
My commission expires: �u n¢. ►� y ;1 O t— I
4
Ei C k: 1219 Pa_ g a_ J
Exhibit A
LEGAL DESCRIPTION OF PROPERTY
All of Lot 5, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in Riverside, Platte
County, Missouri, according to the recorded plat thereof, recorded March 9, 2012, as Document
No. 2012003467, in Plat Book 21 at Page 10.
5
la
Recorded In Platte County, Missouri
Recording Date/Time: 10/01/2013 at 11:34:48 AM
In:tr Number: 2013015435 ,,,,,o�p0R 0F;�
Book: 1219 Page: 125 . '
Type: DE ESMT
Pee: 10 •'• —i
IIIIIII III IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII ' " •rrrrr��i �``,
Grantor: RIVERSIDE MISSOURI CITY OF Glorls Boyer,
Grantee: RIVERSIDE MISSOURI CITY OF Recorder of Deeds
For recording purposes only:
Title of Document: Cross Access Easement Agreement
Date of Document: September 23, 2013
Grantor(s): The City of Riverside, Missouri and the Industrial Development
Authority of the City of Riverside, Missouri
Grantee(s): The City of Riverside, Missouri 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 5 and 6, Riverside Horizons East First Plat, Riverside, Missouri
See Exhibits A and B for legal descriptions and depictions of the
easements on Lots 5 and 6, respectively.
Reference Book and Page(s): N/A
PLEASE RETURN RECORDED DOCUMENT TO:
Ity Administrator
City of Riverside, Missouri — )o u
2950 NW Vivion Road
Riverside, Missouri 64150
E3.D a k 1219 P-a. g .__ 12!5
CROSS ACCESS EASEMENT AGREEMENT
THIS CROSS ACCESS EASEMENT AGREEMENT (this "Agreement") is made this 23rd day of
September, 2013, by and between the City of Riverside, Missouri ("City')and the Industrial Development
Authority of the City of Riverside, Missouri ("IDA") each having an address of 2950 NW Vivion Road,
Riverside, Missouri 64150 as both Grantor and Grantee of the easements and rights described herein.
RECITALS:
A. IDA is the owner in fee simple of certain real property now legally described as Lot 6 of
Riverside Horizons East First Plat("Lot 6"),attached hereto as Exhibit B.
B. City is the owner in fee simple of certain real property now legally described as Lot 5 of
Riverside Horizons East First Plat("Lot 5"), attached hereto as Exhibit A.
C. IDA and City desire to enter into this Agreement in order to provide for mutual access for
the benefit of Lot 5 and Lot 6 in accordance with the terms and provisions set forth in this Agreement with
respect to Lots 5 and 6, Riverside Horizons East First Plat(the"Plat").
D. Lot 5 and Lot 6 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 5 Improvements, the Owner of Lot 5 will be paving not only a
portion of Lot 5 as legally described on Exhibit A (the "Lot 5 Access Drive Easement Area") but also a
portion of the Lot 6 as legally described on Exhibit B (the "Lot 6 Access Drive Easement Area"), and the
Owner of Lot 5 and its invitees will be using the Lot 6 Access Drive Easement Area for maneuvering of
trucks as they enter the parking area of Lot 5.
AGREEMENT:
NOW, THEREFORE, in consideration of the recitals, the covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, IDA and City grants as follows:
Section 1. Recitals. The recitals set forth above are true and correct and are incorporated
herein by reference.
Section 2. Grant of Access Easements.
(a) City as the Owner of Lot 5, hereby grants, declares and establishes to and for the benefit
of IDA its successors and assigns, as an appurtenance to Lot 6, a perpetual, non-exclusive right and
P c.c. k 1219 P-s- g e 125
easement for pedestrian and vehicular ingress and egress in, to, upon, over and across a portion of Lot 5
as legally described on Exhibit A (the "Lot 5 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 6, hereby grants, declares and establishes to and for the
benefit of City, its successors and assigns, as an appurtenance to Lot 5, a perpetual, non-exclusive right
and easement for pedestrian and vehicular ingress and egress in, to, upon, over and across a portion of
the Lot 6 as legally described on Exhibit B (the "Lot 6 Access Drive Easement Area"), to have and to hold
such easement unto City, its successors and assigns, subject, however, to the terms of this Agreement.
The Lot 5 Access Drive Easement Area and the Lot 6 Access Drive Easement Area will be collectively
referred to herein as the "Access Drive"or the "Access Drive Easement Areas".
(c) IDA, as the owner of Lot 6 and City, as the owner of Lot 5, hereby grants, declares and
establishes to and for the benefit of City and IDA, and their successors and assigns, for the benefit of
each of Lot 5 and Lot 6 and burdening each of Lot 5 and Lot 6 perpetual, non-exclusive rights of access
for vehicular and pedestrian traffic across the Lots over only those the portions of Lots 5 and 6 that are
designed and constructed for pedestrian and vehicular passage way and are generally open for such
usage to allow access to Lot 5 and Lot 6 at those points which are from time to time open for pedestrian
and vehicular access, ingress and egress between and across the Lots. No parking easements or rights
are granted by this Agreement. No access, ingress or egress rights to any building or other
improvements or structure constructed on a Lot is granted hereby.
(d) The Owner of each of Lot 5 and/or Lot 6, may modify, restrict, alter or change any
driveways providing access, ingress or egress on, over or across Lot 5 and Lot 6 without first obtaining
the prior written consent of the owner of the other tract, provided that nothing shall allow either Owner
of Lot 5 or Lot 6 to alter their respective portions of the Access Drive without the consent of the other.
(e) The intent of this Section 2 is to allow the free vehicular and pedestrian access over and
across the Access Drive from 41" and 43rd Street (as shown on the Plat) to and from Lot 5 and Lot 6.
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 use best efforts to prevent vehicles or equipment to park or stand within the Access Drive.
(f) 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 Owners 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(s) 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(s), 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
BooE: 1219 P.FxQe 125
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 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
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 5 Access Drive Easement Area, upon any sale or other transfer of Lot 5 and in the case of such
construction on the Lot 6 Access Drive Easement Area, upon any sale or other transfer of Lot 6 by IDA to
a third party other than City or Horizons Industrial IV, LLC (an intended third party beneficiary of this
Agreement), or, if IDA first transfers Lot 6 to the City, upon any sale or other transfer of Lot 6 by City to a
third party other than Horizons Industrial IV, LLC, and such costs and expenses, and any and all other
fees and other costs recoverable by the paying Owner hereunder in connection therewith, shall be
charged 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 first sentence of this Section 4, the Owner of the Lot 5 Access
Drive Easement Area shall be responsible for all maintenance, repair and replacement of the Lot 5
Access Drive Easement Area. Except as set forth in the first sentence of this Section 4, the Owner of the
Lot 6 Access Drive Easement Area shall be responsible for all maintenance, repair and replacement of
the Lot 2 Access Drive Easement Area.
Book: 1219 Papa .= 125
(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 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).
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
E3.Dok: 1219 Pave 125
salaries and other costs or fringe benefits of persons actually employed by the paying Owner to perform
such work), services, equipment, supplies and materials used in performing such obligations. In the
event that the Defaulting Owner fails 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, and 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 party 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 party 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 Lot 5 and Lot 6, as applicable, and shall be binding upon City and the IDA
and their respective successors and assigns. Such easements, rights and restrictions shall inure to the
benefit of City and 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 party 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:
B-D-D k 1219 Pa. g .__ 125
If to IDA: The Industrial Development Authority of the City of Riverside, Missouri
2950 NW Vivion Road
Riverside, Missouri 64150
If to City: The City of Riverside, Missouri
2950 NW Vivion Road
Riverside, Missouri 64150
Section 12. Counterparts. This Agreement may be executed in multiple, separate
counterparts.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement by authority duly given,as
of the date first written above.
The Industrial Development Authority of the City .of
Riverside i5fo
I
By.
Pa el a,Vice President
ATTEST:
-S--I- , /Z �i�
Sarah Wagner,Secret
The City of Riverside, Missouri
By: e��
Kathleen L. Rose, Mayor
ATT r
Robin Littrell;City' lerk
E3.D,Dk 121 ' F'.3. .ac 125
STATE OF MISSOURI )
) ss
COUNTY OF PLATTE )
On this��y of September, 2013, before me appeared Pamela Darata, to me personally
known, who, being by me duly sworn, did say that she is the Vice President of the Industrial
Development Authority of the City of Riverside, Missouri and that said instrument was signed and sealed
on behalf of said Authority, and said officer 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.
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Commission 811277184=
Platte County
Notary Public E
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ary
My commission expires: c'o''•,,FOF M1111111 ISS
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STATE OF MISSOURI )
) ss
COUNTY OF PLATTE )
ON THIS.aaday of September, 2013, before me personally appeared Kathleen L. Rose, to me
personally known, who being by me duly sworn, did say that she is the Mayor of the City of Riverside,
Missouri, a municipal corporation 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 municipality, and that instrument
was signed and sealed in behalf of said municipality by free act and deed of said municipality.
ROBIN L iITTRELL
NtNuy PsiNd.clay 1NN
State Co o1 Mslon d. 113 �h
Comniuion I 1113901131
Mycommlul"Eapr„Nor 0.2015 NotaryPubli�
My commission expires:
Exhibit A: Lot 5
Exhibit A
Access Easement
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0 100' 200'
ILOT5
RIVERSIDE'IfORIZOI;IS EAST FIRST PLAT
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40' A/E
LOT 6
41ST ;
STREET
i
A part of Lot 5,RIVERSIDE HORIZONS EAST FIRST PIAT,a subdivision in the City of Riverside,
Platte County,Missouri,described as follows:
The Southeast 40.00 feet of said Lot 5,containing 34,572 square,feet,of 0.801 acres,mora or less.
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B-Dc- k 1219 Pzz g a_ 125
Exhibit B: Lot 6
Exhibit B
Access Easement
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' !OT 6
13 2 ! RIVERSIDE HORIZONS EAST FIRST PLAT
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A part of Lot 6,RIVERSIDE HORIZONS EAST MST PLAT,a subdivision in the City of Rivecsiide,
Plaut County,Missouri,descnbed as follows:
The Northwest 65.00 feet of said Lot 6,containing 56,666 square feet,or 1.301 acres,more or less.
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