HomeMy WebLinkAbout1508 Sale Lot 1 Horizons Industrial VI East to RH LLC BILL NO. 2017-006 ORDINANCE NO.LO
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 THE SALE OF SUCH PROPERTY BY THE
CITY TO RIVERSIDE HORIZONS, LLC AND AUTHORIZING OTHER DOCUMENTS AND
ACTIONS RELATED THERETO (HORIZONS INDUSTRIAL VI)
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 2007 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 NorthPoint, 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 October 11, 2016, 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 accommodate a project on a portion of the Mortgaged Property; 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 City finds that it is necessary and in the best interests of the City, in
order to further the objectives of the TIF Plan and objectives of industrial and economic
development for the City, to authorize sale of the Sale Property from the IDA to the City at the
price of$.50 per square foot; and
WA 8961194.3
WHEREAS, there are 874,871 square feet within the Sale Property making the purchase
price of the Sale Property Four Hundred Thirty-Seven Thousand Three Hundred Thirty-Five and
50/100 Dollars ($437,335.50) (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 deed of trust 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 RH 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 RH 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 RH 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 RH LLC for the Sale Price, is hereby approved; and further
that 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 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
that the IDA is directed to execute and deliver the Special Warranty Deed attached hereto as
Exhibit C in favor of the City; and further
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 and deliver
the Special Warranty Deed attached hereto as Exhibit E in favor of RH LLC.
SECTION 2. AUTHORITY GRANTED. The Mayor, City Administrator, Special Counsel
to the City - Spencer Fane 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 8961194.3
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 3181 day of January, 2017.
K hleen L. Rose, Myor
ATTEST~-
obin Kincai , its Clerk
Approved as to form:
pemc r ane LLP,
'Spari-al Counsel to the City
by Joe Bednar
WA 8961194.3
Exhibit A
Closing Notice
WA 8961194.3
Exhibit B
Legal Description
All of Lot 1, FINAL PLAT REPLAT OF RIVERSIDE HORIZONS INDUSTRIAL VI EAST, a
subdivision in Riverside, Platte County, Missouri, according to the plat recorded January 5, 2017
as Document No. 2017000198 in Plat Book 21 at Page 256
" WA 8961194.3
Exhibit C
Form of Special Warranty Deed from IDA to City
WA 8961194.3
Exhibit D
Form of Purchase and Sale Agreement between the City and Riverside Horizons, LLC
WA 8961194.3
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 fourth
class city organized and existing under the laws of the State of Missouri ("Seller" or "City'), and
RIVERSIDE HORIZONS,LLC,a Missouri limited liability company,and/or its assigns("Purchaser").
All capitalized terms used in this Agreement 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'l for the Land shall be
FOUR HUNDRED THIRTY SEVEN THOUSAND, THREE HUNDRED THIRTY-FIVE and 50/100
Dollars ($437,335.50), which is based upon the MDA's purchase price of Fifty Cents ($0.50)per square
foot and the Land's square footage of 874,671 square feet as set forth in the final plat prepared by
Renaissance Infrastructure Consulting according to the recorded plat thereof,recorded January 5,2017 as
Document No.2017000198 in Plat Book 21 at Page 256,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, 1400 Post Oak Blvd., Suite 740, Houston, TX
Qr9DA55/CL0S1Ne/01174M;1 I 1
77056 Phone: 713-621-9960 FAX: 713-623-4406, Email: LAvant@fnfcom (the "Escrow Agent"), as
agent for Fidelity National Title Insurance Company (the "Title Insurer"). No Earnest Money shall be
required of Purchaser.
ARTICLE 17
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 famished 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'l 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 Tcmtination 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.
(1893/155/C1ASINC/01174980;1) 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 at or prior to the Closing.
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;
(c) No Bankruptcy Proceeding. There shall not have been instituted by or against
Purchaser any bankruptcy proceeding;
(d) Amendment to MDA. The MDA shall have been amended pursuant to a Sixth
Amendment to Master Development Agreement(the"Sixth Amendment"),executed and delivered by
all necessary parties thereto,mutually agreed to by both parties;and
(e) Compliance with Conditions of Master Development Agreement Purchaser
shall have performed or satisfied all of the conditions precedent of the MDA,including but not limited
to those conditions precedent set out in Section 7.5 of the MDA or set by the City pursuant to said
MDA or Section of said 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.
(l) Purchaser represents and warrants that(A)Purchaser and each person or
entity owning an interest in Purchaser (i) is not currently identified on the list of specially
designated nationals and blocked persons subject to financial sanctions that is maintained by the
{1893/155 cm.osmoro1174"0;1 3
U.S. Treasury Department,Office of Foreign Assets Control and any other similar list maintained
by the Office of Foreign Assets Control(the"List"),and(ii)is not a person or entity with whom a
citizen of the United States is prohibited to engage in transactions by any trade embargo,economic
sanction,or other prohibition of United States law,regulation, or Executive Order of the President
of the United States,(B)none of the funds or other assets of Purchaser constitute property of,or are
beneficially owned, directly or indirectly, by any Purchaser Embargoed Person (as hereinafter
defined), (C) no Purchaser Embargoed Person has any interest of any nature whatsoever in
Purchaser (whether directly or indirectly), (D) Purchaser has implemented procedures, and will
consistently apply those procedures, to ensure the foregoing representations and warranties remain
true and correct at all times. The term"Purchaser Embargoed Person"means any person,entity or
government subject to trade restrictions under U.S. law, including but not limited to, the
International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., the Trading with the
Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated
thereunder, with the result that the investment by Purchaser is prohibited by law or Purchaser is in
violation of law.
(2) Purchaser also shall require,and shall take reasonable measures to ensure
compliance with the requirement,that no person who owns any other direct interest in Purchaser is
or shall be listed on any of the Lists or is or shall be a Purchaser Embargoed Person. This Section
shall not 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 occur on February 7, 2017, or as otherwise agreed by the parties. Either Purchaser or Seller
may,at such parties option,extend the Closing Date for up to one(1)additional ten(10)day period,upon
written notice to the other party,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;
pa93n55/Cwsuacrouv49eo;i 1 4
(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 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;
(i) Sixth Amendment. Deliver the Sixth Amendment executed by Seller;and
(1) 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;
(c) Sixth Amendment. Deliver the Sixth Amendment executed by Purchaser;and
(d) 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
11e93n55/CLOSaioro1174980p) 5
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 properly 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.
(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, famish 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.
(1993n55rcLOsmNam1nasao:l) 6
ARTICLE V
REMEDIES
5.01. Purchaser's Remedies. 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, and all of Seller's conditions precedent to Closing set forth in Section 3.02 have
been satisfied, 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 temrinate 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:
{189311557C1ABING10117498M) 7
Seller: The City of Riverside,Missouri
Attention:Mayor
City Hall
2950 NW Vivion Road
Riverside,MO 64150
Purchaser: Riverside Horizons,LLC
Attention:Nathaniel Hagedom
5015 NW Canal St.,Suite 200
Riverside,MO 64150
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 temps 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
{1897/155/CLOSaiGA117498W 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 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.
6.19 Form of Instruments. Except as otherwise provided herein, all instruments to be
furnished hereunder shall be prepared in such forth 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
{1593/155/Cm.OSnmCN1174950;1 J 9
be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday.As used
herein,the tern"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]
(1893/155/CLOSING/011749W,1 1 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: �tl�
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:
{1893d35CLOSING•'01174980;1 I j 1
IN WITNESS WHEREOF,this Agreement has been duly executed in multiple counterparts(each
of which is to be deemed an original for all purposes) by the parties hereto on the respective date
appearing below each party s signature to be effective on the Effective Date herein specified.
Uri$:
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:
Nance: Nath orn
Title: r
Date: ��
{1897/I53/CI08WQM1174M;J t 11
ESCROW AGENT RECEIPT
The undersigned Escrow Agent acknowledges receipt pf this Agreement of Purchase and Sale
and agrees to be bound by the terms of this Agreement this day of February,2017.
Fidelity Naponal Title Insurance Company
By: Ger Y
Name: 0 IL&A 09N
Title-&AuoP—,te,;,+k ESCROW DR-em'
(18931I5SICLGBINGA117{9l0;1( 12
EX MIT A
LEGAL DESCRIPTION
All of Lot 1, FINAL PLAT REPLAT OF RIVERSIDE HORIZONS INDUSTRIAL VI
EAST,a subdivision in Riverside,Platte County,Missouri,according to the plat recorded
January 5,2017 as Document No.2017000198 in Plat Book 21 at Page 256.
{1893/155/CL0B NG/01174M;11 13
EXHIBIT s
=PLAT
FINAL PLAT ....
REPLAT OF RIVERSIDE HORIZONS INDUSTRIAL VI EAST
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w®.a,.n umui mn an+v�rnvoo.uienvr.'...o-.,...�unoeunoism�mc w.m awn..aw. � 7
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1I8931155/CLOSING/0117G980;1 14
Exhibit E
Form of Special Warranty Deed from City to Riverside Horizons, LLC
WA 8961194.3
Riverside Horizons, LLC
5015 NW CANAL ST,SUITE 200
RIVERSIDE,MIssouR164150
October 11,2016
VIA FACSIMA.E(816)746-8349.
HAND DELIVERY AND US MAIL
City of Riverside City Hall
2950 NW Vivion Road
Riverside, Missouri 64150
Attn:City Administrator
Re: Notice of Rescission and Substitute Notice of Intent to Purchase Certain Property in the
Riverside Horizons Site,specifically,all of Lot 2,Riverside Horizons Industrial III East,
together with part of Tract D and all of Lots 9 and 10,Riverside Horizons East First Plat,both
platted subdivisions,and all that part of the vacated Domain Street right of way.
Ladies and Gentlemen:
The City of Riverside, Missouri (the"C ")and Briarcliff Realty, LLC (now known as BR NorthPoint, LLC)
entered into that certain Master Development Agreement(the"MDA")on May 10, 2011. Thereafter,with the
City's consent, BR NorthPoint, LLC assigned its rights and obligations under the MDA to Briarcliff Horizons,
LLC, which changed its name with the Missouri Secretary of State on February 24, 2012 to Riverside
Horizons, LLC(the"Develouer').
The MDA provides the Developer with certain vested rights to purchase, from time to time, all or a portion of
the property within the area of land delineated by the MDA now known as the"Riverside Horizons Site." In a
letter dated September 13, 2016, Developer provided the City with Notice of Intent to purchase certain
property in the Riverside Horizons Site on October 31, 2016 (the "Notice"). For reference, the Notice is
attached hereto as Exhibit 1. Developer hereby rescinds the Notice and, in its place, provides this substitute
Notice of Intent to purchase certain property in the Riverside Horizons Site. Specifically, the Developer now
desires to purchase, pursuant to the terms and conditions contained in the MDA, all of that certain portion of
the Riverside Horizons Site, subject to a pending subdivision plat submitted to the City (the "Plat"), to be
platted as "Lot l of Riverside Horizons Industrial VI East Plat," as legally described in Exhibit 2 (the
"Property"). The Purchase Price for the Property shall be $437,336.00, which is based upon the MDA's
purchase price of$0.50 per square foot and the Property's measured square footage of 874,671 square feet as
set forth in the Plat.
Therefore, pursuant to Section 7.5(a) of the MDA, the Developer hereby provides the City with notice of the
Developer's intent to purchase on November 30, 2016, the Property, pursuant to the MDA. The developing
party will be Horizons Industrial VI,LLC,a Delaware limited liability company.
Should you have any questions regarding this notice, please contact the undersigned at your earliest
opportunity. Thank you.
RIVERSIDE HORIZONS,LLC
By:
Nathaniel Ha om, anger
11893/155/CONTRACT/01161303;11
EXHIBIT 1
Notice(Dated September 13,2016)
Riverside Horizons, LLC
5015 NW CANAL ST,SUM200
RNSRsma,MtssouR164150
September 13,2016
ViA FAcUMUS(8161746.0349,
R= D r. =V 1ffi K An.
City of Riverside City Hall
2950 NW Vivion Road
Riverside,Missouri 64150
Attn:City Administrator
Re: Notice of Intent to Purchase Certain Property in the Briarcliff Boriaons Site,Spedflcally.all
of Lot 2,Riverside Horizons Industrial III Fant,together with part of Lot 8 and all of Lots 9
and 10,Riverside Horizons Ent First Plat,together with part of Domain Street right of way
Ladies and Gentlemen:
The City of Riverside,Missouri(the"City.")and Briarcliff Realty,LLC(now known as BR Northpoint,
LLC) entered into that certain Master Development Agreement (the "bjM') on May 10, 2011.
Thereafter, with the City's consent, BR NorthPoint, LLC assigned its rights and obligations under the
MDA to Briarcliff Horizons, LLC, which changed its name with the Missouri Secretary of Stste on
February 24,2012 to Riverside Horizons,LLC(the" ")•
The MDA provides the Developer with certain vested rights to purchase, from time to time, all or e
portion of the property within the area of land delineated by the MDA known as the"Briarcliff Horizons
Site." The Developer now desires to purchase, pursuant to the terms and conditions contained in the
MDA, all of that certain portion of the Briarcliff Horizons Site, subject to a pending subdivision plat
submitted to the City(the"Plat"),to be platted as"Lot 1 of Riverside Horizons Industrial VI East Plat,"
and legally described in Exhibit A,attached hereto(do M=Kn ). Ther Purchase Price for the Property
shell be$437,793.00, which is based upon the MDA's purchase price of$0.50 per square foot and the
Property's measured square footage of 875,585 square fbet as set forth in the Plat.
TMrePom,pursuant to Section 7.5(a)of the MDA,the Developer heroby provides the City with notice of
the Developer's intent to purchase on October 31, 2016, the Property, pursuant to the MDA. The
developing party will be Horizons Industrial Vl,LLC,a Delaware limited liability company.
Should you have any questions regarding this notice, please contact the undersigned at your earliest
opportunity. Thank you.
RIVERSIDE HORIZONS,LLC
By:
Nathaniel Ha d6 ,Manager
0093AW/01120,51;41
(1893/155/CONTRACT/01161303;1I
EXHIBIT A
The Property
All of Lot 2, Riverside Horizons Industrial III East,Mgetlmr with part of Lot 8 and all of Lots 9 and 10,
Riverside Horizons Fat First Pod,both platted subdivisirma,together with Pact of Domain Swed tigdtof
way,all in the City of Riverside,Platte County,Missouri,more particularly described as follows:
Beginning at the Southwest corner of said Lot 2;thence North 21054'55"East,along the Westerly line of
said Lot 2, a distance of 494.19 fed to a point on the South right-of-way line of 41st Street, as now
established; flume South 68"05'05" East, along said South right-of-way line and its Southeasterly
extension,a distance of 1,784.20 fed to a point on the East right-of-way line of Domain Street,as now
established; thence South 21054154" West, along said Bast right-of--way line, a distance of 343.42 feet;
thence South 68005'05"East,departing said East right-of-way line,a distance of 10.00 fed;thence South
21054154" West, a distance of 117.77 fed to a point on the South Line of said Lot 8; thence North
68"05'05" West, along said South line, a distance of 11.40 feat to the Southwest comer of said Let 8;
thence North 68"17'07" West,a distance of 100.61 feet to a point on the Wed r 9bW--way Use of said
Domain Street,said point also being the Northeast comer of Teas D of said Riverdale Horizons East First
Plat;thence North 75043'03" West, along the North property line of said Tract D, a distance of 245.85
feet;thence North 68"05'05" Wed,continuing along said North property line of said Teal D,a distance
of 1,438.52 fed ro the Point of Beginning,containing 875,585 square fad,or 20.10 aces,more or loss.
pros/xss/Pouxoasx:al
11893/155/CONTRACr/01161303;1t
EXHIBIT 2
Legal Description
All of Lot 2, Riverside Horizons Industrial III East, together with part of Tract D and all of Lots 9 and 10,
Riverside Horizons East First Plat, both platted subdivisions, and all that part of vacated Domain Street right-
of-way,all in the City of Riverside,Platte County,Missouri,more particularly described as follows:
Beginning at the Southwest comer of said Lot 2; thence North 21054'55" East, coincident with the Westerly
line of said Lot 2, a distance of 494.19 feet to the Northwest comer thereof, said point also being on the South
right-of-way line of 41 st Street, it now exists; thence South 68°05'05" East, coincident with said South right-
of-way line and its southeasterly prolongation, 1,784.19 feet to a point on the West line of Lot 8 of said
Riverside Horizons East First Plat; thence South 21154'54" West, coincident with said West line, 429.88 feet;
thence southwesterly, continuing along said West line, along a curve to right having a radius of 350 feet, for a
distance of 31.06 feet to the Southwest comer of said Lot 8; thence North 68°26'48" West, 100.64 feet to the
Northeast corner of said Tract D; thence North 76120120" West, 227.43 feet; thence North 68°05'05" West,
coincident with the North line of said Tract D and its southeasterly prolongation, 1,457.11 feet to the Point of
Beginning, containing 874,671 square feet,or 20.080 acres,more or less.
t1893/155/CONTBACR/01161303;1�
EILJMrr 2-A
Plat
FINAL PLAT
RIVERSIDE HORIZONS INDUSTRIAL VI EAST
ALL OF LOT 2,RIVERSIDE HORIZONS INDUSTRIAL III EAST,TOGETHER WITH PART OF TRACT D AND ALL OF LOTS SAND I0,RIVERSIDE HORIZONS EAST FIRST PLAT,BOTH PLATTED /�
SUBDIVISIONS,AND ALL THAT PART OF VACATED DOMAIN STREET RIGHT-OF-WAY,ALL IN THE CITY OF RIVERSIDE,PLATTE COUNTY,MISSOURI r
\ \ J
�r •--.�Vis. w•s, s_^.,.m�r— ""��.,. ,,,,,� �q,a
Loll
''w�ivrv.w..uw•.wrs.m•.n+^�+ tlr�s.. anre^sw.�iwrs_vw_mwv_wr+.+s w.w .� �jgVp ��`�� ��ICc�.F�2!1NS IHWSIpIPL N EASie�
IDrraswrn,
C«��s
COVER PAGE FOR RECORDING
1. Title of Document: Special Warranty Deed
2. Date of Document: February_,2017
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
WA 9190815.1
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of February , 2017, 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:
All of Lot 1, FINAL PLAT REPLAT OF RIVERSIDE HORIZONS
INDUSTRIAL VI EAST, a subdivision in Riverside, Platte County,
Missouri, according to the plat recorded January 5, 2017 as Document No.
2017000198 in Plat Book 21 at Page 256,
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.
2 WA 9190815.1
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
By:
Leland Finley,President
ATTEST:
By:
Sarah Wagner, Secretary
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS day of February, 2017, 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 swom, 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:
3 WA 9190815.1
COVER PAGE FOR RECORDING
1. Title of Document: Special Warranty Deed
2. Date of Document: February 2017
3. Grantor Name and Address: CITY OF RIVERSIDE,MISSOURI
2950 NW Vivion Road
Riverside,Missouri 64150
4. Grantee Name and Address: RIVERSIDE HORIZONS, LLC
4825 NW 41s`St., Suite 500
Riverside,Missouri 64150
5. Legal Description/Address: On Page 1
6. Book and Page Reference: N/A
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of February —, 2017, by 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 4825
NW 41"St., Suite 500,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:
All of Lot 1, FINAL PLAT REPLAT OF RIVERSIDE HORIZONS INDUSTRIAL VI
EAST, a subdivision in Riverside, Platte County, Missouri,according to the plat recorded
January 5,2017 as Document No.2017000198 in Plat Book 21 at Page 256,
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.
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 , 2017, 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
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
WA 8908966.4
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 the rights privilleges,
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 and any other matters of record)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
By:
Kathleen L.Rose,Mayor
ATTEST:
By:
Robin Kincaid,City Clerk
ACKNOWLEDGEMENT
STATE OF MISSOURI )
)SS
COUNTY OF PLATTE )
ON THIS_day of February,2017, 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 8908966.4