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HomeMy WebLinkAbout2012-10-11 IDA PacketTHE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI Board of Directors Notice of Meeting Notice is hereby given that the Board of Directors of The Industrial Development Authority of the City of Riverside, Missouri will conduct a meeting at 6:15 p.m. on Thursday, October 11, 2012, at the City Hall of Riverside, 2950 NW Vivion Road, Riverside, Missouri 64150. The tentative agenda of this meeting includes: 1. OPENING 2. ROLL CALL 3. APPROVAL OF MINUTES OF MEETINGS: October 1, 2012 4. NEW BUSINESS A. RESOLUTION 2012-023: A Resolution Authorizing The Sale and Transfer Of Certain Property To NorthPoint Development, LLC; Directing LIMB Bank, As Trustee, To Release Such Property Form the Deed Of Trust; And Authorizing Other Actions In Connection Therewith (Argo Lot 5) B. RESOLUTION 2012-024: A Resolution Authorizing The Sale and Transfer Of Certain Property To NorthPoint Development, LLC; Directing UMB Bank, As Trustee, To Release Such Property Form the Deed Of Trust; And Authorizing Other Actions In Connection Therewith (South Of Goodwin) C. RESOLUTION 2012-025: A Resolution Approving and Authorizing An Allocation Of Levee District Assessments Agreement Together With The Execution And Delivery Of Documents And Actions Relating Thereto (Tract 27) D. RESOLUTION 2012-026: A Resolution Authorizing The Execution And Delivery Of A Cross Access Agreement Between Lot 1 And Lot 2 In Riverside Horizons Industrial III East And Authorizing Other Actions In Connection Therewith E. RESOLUTION 2012-027: A Resolution Authorizing The Execution And Delivery Of An Access Agreement Between Lot 1 in Riverside Horizons Industrial III East And Tract D of Riverside Horizons East First Plat And Authorizing Other Actions In Connection Therewith 5. ADJOURNMENT Posted by: Date: CC, Time: V=2j Px\ MINUTES REGULAR MEETING THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI Monday, October 1, 2012 6:00 p.m. The Industrial Development Authority of the City of Riverside, Missouri, met in regular session at City Hall, 2950 NW Vivion Road, Riverside, Missouri. President Leland Finley called the meeting to order at 6:00 p.m. Answering roll call were Leland Finley, Bernie Bruns, Harold Snoderley, Pam Darata, and Cy Houston. Also present were Community Development Director Mike Duffy, City Attorney Nancy Thompson and Sarah Wagner, Community Development. Approval of Minutes from Bernie Bruns moved to approve the minutes of September 24, 2012. September 24, 2012 Resolution 2012-022: A Resolution authorizing the sale and transfer of certain property of the City of Riverside, Missouri, directing UMB Bank, as trustee, to release such property from the Deed of Trust; and authorizing other actions in connections therewith (Horizons Industrial III) Adjournment Pam Darata seconded and the motion passed 5-0. Leland Finley read Resolution 2012-022: A Resolution authorizing the sale and transfer of certain property to the City of Riverside, Missouri; directing UMB Bank, as trustee, to release such property from the Deed of Trust; and authorizing other actions in connection therewith (Horizons Industrial III). There was a brief discussion and over the process and Harold Snoderley moved to approve Resolution 2012-022 Cy Houston seconded and the motion passed 5-0. Harold Snoderley moved to adjourn the meeting at 6:04 p.m. Bernie Bruns seconded and the meeting was adjourned. IDA Resolution 2012-023 IDA RESOLUTION NO. 2012-023 A RESOLUTION AUTHORIZING THE SALE AND TRANSFER OF CERTAIN PROPERTY TO NORTHPOINT DEVELOPMENT, LLC; DIRECTING UMB BANK, AS TRUSTEE, TO RELEASE SUCH PROPERTY FROM THE DEED OF TRUST; AND AUTHORIZING OTHER ACTIONS IN CONNECTION THEREWITH (ARGO LOT 5). Pursuant to the provisions of Chapter 349, RSMo., as amended, the Board of Directors of The Industrial Development Authority of the City of Riverside, Missouri (the "IDA"), hereby adopt this Resolution and direct that this Resolution be filed with the official IDA minutes: WHEREAS, the IDA issued its Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project - City of Riverside, Missouri), Series 2007 in the principal amount of $40,265,000 (the "Bonds"); and. WHEREAS, the City of Riverside, Missouri ("City"), the IDA, and UMB Bank, N.A., entered into that certain Financing and Cooperation Agreement dated as of May 1, 2007 relating to the Bonds (the "Financing Agreement"); and WHEREAS, the Financing Agreement requires that IDA, upon direction of the City, transfer and sell the Mortgaged Property (as defined in the Financing Agreement), in whole or in part, in one or more transactions; and WHEREAS, the City has, pursuant to Resolution R-2012-141, a copy of which is presented with this Resolution and is on file with the Secretary, directed the IDA to convey its interest in that certain portion of the Mortgaged Property, the legal description of such portion being: All of Lot 5, ARGO INNOVATION PARK a subdivision in the City of Riverside, Platte County, Missouri, subject to all easements and restrictions of record, (the "Property") to NorthPoint Development, LLC ("NorthPoint") upon compliance with the terms and conditions of the Financing Agreement; NOW THEREFORE, BE IT RESOLVED, by the Board of Directors of the Industrial Development Authority of the City of Riverside, Missouri as follows: Section 1. The IDA's conveyance of all right, title and interest in the Property to NorthPoint at the price of $600,000 plus such additional compensation and commitments contained in the Agreement of Purchase and Sale between the Industrial Development Authority of the City of Riverside, Missouri and NorthPoint Development, LLC attached hereto as Exhibit "A" is hereby approved. There are 344,547 +/- square feet within the Property. Section 2. The Special Warranty Deed conveying all right, title and interest of the IDA in the Property is hereby approved in substantially the form attached as Exhibit "B" and the IDA Resolution 2012-023 President and Vice President are hereby authorized to enter into, execute and deliver and the Secretary and the Assistant Secretary are hereby authorized to attest, such document with such changes therein as shall be approved by the official of the IDA executing such document, such official's signature thereon being conclusive evidence of his approval and the IDA's approval thereof. Section 3. The proceeds from the sale of the Property shall be disbursed as provided in the Financing Agreement. The IDA hereby requests and directs that UMB Bank, as Trustee, upon receipt of $.50 per square foot ($172,273.50) to cause the release of the Property from the deed of trust lien on the Mortgage Property created as security for the Series 2007 Bonds. Section 4. The President, Vice -President, Secretary, Assistant Secretary and other appropriate officers and agents of the IDA are hereby authorized to take such further actions and execute such other documents as may be necessary or desirable to carry out and comply with the intent of this Resolution. Section 5. The Resolution shall be in full force and effect from and after its adoption. ADOPTED THIS DAY OF , 2012. This Resolution was adopted at the meeting of the Board of Directors of the IDA duly called and held this date. Leland Finley, President (SEAL) ATTEST: Secretary IDA Resolution 2012-023 EXHIBIT B FORM OF CONVEYANCE SPECIAL WARRANTY DEED THIS INDENTURE is made as of xxxxxxxxxx , 2012 by The INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a public corporation organized and existing under the laws of the State of Missouri, as grantor ("Grantor"), with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150 to NORTHPOINT DEVELOPMENT, LLC, a Missouri limited liability company, as grantee ("Grantee"), with mailing address of 6300 North Revere — Suite 225, Kansas City, Missouri 64151. WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other valuable consideration to it in hand paid by Grantee (the receipt of which is hereby acknowledged) does by these presents, BARGAIN and SELL, CONVEY and CONFIRM unto Grantee, its successors and assigns, the lots, tracts or parcels of land, lying, being and situate in the County of Platte and State of Missouri as described as follows: All of Lot 5,ARGO INNOVATION PARK, a subdivision in the City of Riverside, Platte County, Missouri, subject to all easements and restrictions of record, TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto Grantee and unto its successors and assigns forever, Grantor hereby covenanting that it is lawfully seized of an indefeasible estate in fee of the premises herein conveyed; that it has good right to convey the same; that said premises are free and clear from any encumbrance (except as referenced above) done or suffered by it; and that it will warrant and defend the title to said premises unto Grantee and unto its successors and assigns forever, against the lawful claims and demands of all persons whomsoever claiming under it except as above stated. IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day and year first above written. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: ATTEST: By: xxxxxxxxx Sarah Wagner, Secretary xxxxxxxxxxxxxxxxxx Leland Finley, President ACKNOWLEDGEMENT STATE OF MISSOURI ) SS COUNTY OF PLATTE ) IDA Resolution 2012-023 ON THIS xxx day of xxxxxxxxx , 2012, before me, the undersigned, a Notary Public in and for said County and state, personally appeared Leland Finley, to me personally known, who being by me duly sworn, did say that he is the President of The Industrial Development Authority of the City of Riverside, Missouri, a public corporation duly organized and existing under the laws of the state of Missouri, and that the seal affixed to the foregoing instrument is the seal of said Authority, and that said instrument was signed and sealed in behalf of said Authority by free act and deed of said Authority. WITNESS my hand and official seal in the County and State aforesaid, the day and year first above written. xxxxxxxx Notary Public Signature (Seal) xxxxxxxx Printed or Typed Name My Commission Expires: AGREEMENT OF PURCHASE AND SALE BETWEEN INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI ("SELLER") AND NORTHPOINT DEVELOPMENT, LLC ("PURCHASER") THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of the Effective Date hereinafter defined by and between the INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI ("Seller"), and NORTHPOINT DEVELOPMENT, LLC, a Missouri limited liability company, and/or its assigns ("Purchaser"). In consideration of the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: WHEREAS, Seller currently owns the real property described in Exhibit A hereto (the "Land") and wishes to sell the Land to Purchaser on the terms herein set forth, and Purchaser wishes to purchase the Land on the terms herein set forth; NOW, THEREFORE, in consideration of the premises, TEN AND 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. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Land. The Purchase Price (the "Purchase Price") for the Land shall be Six Hundred Thousand Dollars ($600,000.00). 1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Assured Quality Title Company, Attention: Don Rodgers, 1001 Walnut Street, Kansas City, Missouri 64106, phone number (816) 221-2880, fax number (816) 221-2884 (the "Escrow Agent"). No Earnest Money shall be required of Purchaser. ARTICLE II TITLE AND SURVEY DOCUMENTS 2.01 Title Commitment. Seller shall, within fifteen (15) days after the Effective Date, at Seller's sole cost and expense, cause to be prepared and furnished to Purchaser an updated title commitment for the Title Policy (the "Title Commitment") issued by Assured Quality Title Company (the "Title Insurer") showing Seller as the record title owner of the Land, by the terms of which the Escrow Agent, as agent for the Title Insurer, agrees to issue to or for Purchaser a standard ALTA form of owner's policy of title insurance (the "Title Policy") at the Closing with respect to the Land in the amount of the Purchase Price, insuring Purchaser's fee simple title to the Land to be good and indefeasible subject to the terms of such Title Policy and the exceptions specified therein, together with readily legible copies of all documents and plats, if any, which are referred to in the Title Commitment. Seller and Purchaser shall pay the expenses of obtaining the Title Policy as hereinafter provided. The Title Policy shall exclude all standard pre-printed exceptions. (P:/Docs/1893/001/ARGO5/00657061;3 } 1 2.02 Survey. Purchaser may, at Purchaser's sole cost and expense (but subject to reimbursement by Seller at the Closing), cause to be prepared and furnished to Purchaser, Purchaser's legal counsel and the Escrow Agent, an ALTA survey (the "Survey") of the Land prepared by a surveyor of Purchaser's choosing (the "Surveyor") as of a date which is subsequent to the Effective Date. 2.03 Review of Title and Survey. Purchaser shall have a period of time (the "Title Review Period") commencing on the Effective Date and ending on 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 and the Survey. All objections raised by Purchaser in the manner herein provided are hereafter called "Objections." Seller shall have the option, but not the obligation, to remedy or remove all Objections (or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the period of time (the "Cure Period") ending on the earlier of (a) the tenth (10th) business day after Seller's receipt of Purchaser's notice of such Objections, and (b) the business day immediately preceding the Closing Date. Except to the extent that Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. In the event Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within the Cure Period, then either (i) this Agreement may be terminated in its entirety by or on behalf of Purchaser by giving Seller written notice to such effect during the period of time (the "Termination Period") ending on the earlier of (A) the tenth (10th) business day following the end of the Cure Period, and (B) the Closing Date, whereupon all parties hereto or mentioned herein shall be released and relieved of further obligations, liabilities or claims hereunder; or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within the Termination Period. Any title encumbrances or exceptions which are set forth in the Title Commitment or Survey and to which Purchaser does not object on or prior to the last day of the Title Review Period (or which are thereafter waived or deemed to be waived by Purchaser) shall be deemed to be permitted exceptions (the "Permitted Exceptions") to the status of Seller's title to the Land. ARTICLE 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) No Exercise of Right of First Refusal. Argo Development Company ("ADC") has elected to not exercise the right of first refusal to purchase the Land afforded ADC pursuant to that {P:/Docs/1893/001 /ARGO5/00657061;3 } 2 certain Right of First Refusal Agreement between The City of Riverside, Missouri and ADC executed on December 14, 2010 and recorded December 14, 2010 in the office of the Recorder of Deed of Platte County, Missouri as Document No. 2010016170 in Book 1167 at Page 579. 3.03 Purchaser's Covenants, Representations and Warranties. (a) Purchaser's Authority. This Agreement has been duly authorized by requisite action and is enforceable against Purchaser in accordance with its terms; neither the execution and delivery of this Agreement nor the consummation of the sale provided for herein will constitute a violation or breach by Purchaser of any provision of any agreement or other instrument to which Purchaser is a party or to which Purchaser may be subject although not a party, or will result in or constitute a violation or breach of any judgment, order, writ, junction or decree issued against or binding upon Purchaser; (b) No Pending Proceedings. Purchaser has no actual knowledge that there is any action, suit, proceeding or claim affecting Purchaser or relating to the authority of Purchaser to purchase the Land; and (c) Office of Foreign Assets Control (OFAC) Issues. (1) Purchaser represents and warrants that (A) Purchaser and each person or entity owning an interest in Purchaser (i) is not currently identified on the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the Office of Foreign Assets Control (the "List"), and (ii) is not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (B) none of the funds or other assets of Purchaser constitute property of, or are beneficially owned, directly or indirectly, by any Purchaser Embargoed Person (as hereinafter defined), (C) no Purchaser Embargoed Person has any interest of any nature whatsoever in Purchaser (whether directly or indirectly), (D) Purchaser has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. The term "Purchaser Embargoed Person" means any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder, with the result that the investment by Purchaser is prohibited by law or Purchaser is in violation of law. (2) Purchaser also shall require, and shall take reasonable measures to ensure compliance with the requirement, that no person who owns any other direct interest in Purchaser is or shall be listed on any of the Lists or is or shall be a Purchaser Embargoed Person. This Section shall not apply to any person to the extent that such person's interest in the Purchaser is through a U.S. Publicly - Traded Entity. (d) Development Covenant. Subject to the consummation of the purchase and sale transaction contemplated by this Agreement, Purchaser hereby covenants and agrees (a) to commence, or cause the commencement of, vertical construction on or before the second (2"d) anniversary of the Closing Date, and thereafter diligently pursue such construction to completion, of an industrial or office building having not less than one hundred thousand (100,000) square feet in adherence to the standards and regulations approved and adopted by Ordinance No. 1087 attached hereto as Exhibit B, and (b) pay to the City of Riverside, Missouri (the "City") on the third (3`d) anniversary of the Closing, and on the same (P:/Dacs/1893/00 l/ARGO5/00657061;3 } day of each subsequent month, Eight Thousand Three Hundred Thirty -Three and 33/100 Dollars ($8,333.33) as a payment in lieu of taxes concerning the Land (each a "DC PILOT Payment"), unless such vertical construction has been completed before any such date upon which any such DC PILOT Payment becomes payable; provided, however, that in no event shall more than twenty-four (24) DC PILOT Payments be payable pursuant to this Paragraph; further provided, however, that in the event a building having less than one hundred thousand (100,000) square feet is constructed (but such building is constructed otherwise in compliance with the provisions of this Paragraph), then the amount of any DC PILOT Payments otherwise becoming payable after the completion of such construction shall be equal to the product of (i) Eight Thousand Three Hundred Thirty -Three and 33/100 Dollars ($8,333.33), multiplied by (ii) a fraction, the numerator of which is the square footage of such building as constructed, and the denominator of which is one hundred thousand (100,000). For example, in the event the Closing Date is October 15, 2012, and no building is constructed on the Land prior to October 15, 2017, then twenty-four (24) DC PILOT Payments of Eight Thousand Three Hundred Thirty -Three and 33/100 Dollars ($8,333.33) shall be payable, with the first such payment being payable on October 15, 2015, subsequent payments being payable on the fifteenth (15`l) day of each succeeding month, and the last payment being payable on September 15, 2017. Notwithstanding the forgoing, Purchaser shall not be required to perform any covenant or obligation set forth in this Paragraph so long as the performance or non-performance of the covenant or obligation is delayed, caused or prevented by an act of God, force majeure or by the City. An "act of God" or "force majeure" is defined for purposes of this Paragraph as strikes, lockouts, sitdowns, material or labor restrictions by any governmental authority, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather (including wet grounds or inclement weather which prevents construction), acts of the public enemy, wars, insurrections and any other cause not reasonably within the control of Purchaser and which by the exercise of due diligence Purchaser is unable, wholly or in part, to prevent or overcome. ARTICLE IV CLOSING 4.01 Closing Date and Time. Provided that all of the conditions of this Agreement shall have theretofore been satisfied, the closing (the "Closing") of the purchase and sale of the Land shall be conducted at such time and location as shall be mutually agreeable to Seller and Purchaser; provided, however, that the Closing shall occur on or before October 15, 2012. The date on which the Closing actually occurs is referred to herein as the "Closing Date." 4.02 Seller's Closing Matters. At the Closing, Seller shall do the 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 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; {P:/Docs/1893/00 l/ARG05/00657061;3 } 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) Assignment of Contracts and Assignment of Leases. Deliver to Purchaser an absolute assignment of all Contracts concerning the Land entered into by Seller, if any; and (h) Other Documents. Execute, acknowledge where required and/or deliver any and all other items contemplated by the terms of this Agreement or reasonably required by Purchaser or its legal counsel or by the Escrow Agent. 4.03 Purchaser's Closing Matters. At the Closing, Purchaser shall do the following: (a) Purchase Price. Deliver the Purchase Price to the Escrow Agent by U. S. Federal Reserve System wire transfer or other immediately available good funds; (b) Evidence of Authority. Deliver such evidence of authority to close the purchase of the Land pursuant to this Agreement as Seller or the Escrow Agent reasonably requests; and (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, all costs of the Survey, and any special charges or assessments affecting the Land required to be paid prior to Closing to deliver unencumbered title to the Land to Purchaser. Purchaser shall pay all costs and expenses relating to Purchaser's financing, including any recording fees for Purchaser's security documents and the cost of any mortgagee or loan policy required by Purchaser's lender, and the cost of any endorsements or special coverages required by Purchaser to the Title Policy. Each party shall be responsible for the payment of its own attorneys' fees incurred in connection with this Agreement and all other expenses which such party incurs. The parties shall split any escrow fee and expenses charged by the Escrow Agent. 4.05 Prorations. Prorations shall be made as follows as of 12:01 a.m. on the Closing Date: (a) Rents and Income. Collected rents and other income from the Land, if any, which are attributable to the period of time in which the Closing occurs shall be prorated between the parties as of the Closing, and Purchaser shall receive credit against the Purchase Price for the portion of such rents and other income which is attributable to the period after Closing. Delinquent rents shall not be prorated; provided, however, that, if Purchaser collects any delinquent rents or expense reimbursements after Closing, Purchaser agrees to pay to Seller any delinquent rents or expense reimbursements attributable to the period prior to the Closing Date after all rents or expense reimbursements attributable to the period from and after the Closing Date shall have been paid in full. (b) Current Ad Valorem Taxes. Real and personal property ad valorem taxes, assessments and PILOTS pertaining to the Land for the year in which the Closing occurs shall be prorated as of the Closing (collectively, "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 {P:/Docs/1893/001/ARGO5/00657061;3 } 5 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, furnish to Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary to compute the foregoing proration of Taxes. To the extent possible, the amount of any adjustment described in this section shall be estimated and paid at the Closing based upon the best information available to Purchaser and Seller at the time, and shall be adjusted as soon thereafter as may be reasonably practicable when final billings are available or when such amounts may be determined with reasonable certainty. The foregoing obligations shall survive the Closing, any other provision hereof to the contrary notwithstanding. ARTICLE V REMEDIES 5.01. Purchaser's Remedies. (a) Remedies for Failure to Close. In the event that Seller fails or refuses to convey the Land at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant to this Agreement, deposited the Purchase Price with the Escrow Agent, and is prepared to proceed with Closing, Purchaser may exercise one of the following exclusive remedies: (a) terminate this Agreement by giving Seller written notice of such election prior to or at the Closing, and thereupon this Agreement shall terminate, and all parties hereto or mentioned herein shall be relieved and released of all further obligations, claims and liabilities hereunder; (b) to waive, prior to or at the Closing, the applicable objection or condition and (P:/Docs/l 893/001/ARGO5/00657061;3 ) 6 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 seek actual damages from Purchaser. ARTICLE VI MISCELLANEOUS 6.01 Escrow Instructions. Intentionally Omitted. 6.02 Integration. This Agreement constitutes the entire and final expression of the agreement of the parties hereto and supersedes all prior agreements and understandings of the parties, either oral or written. There are no other agreements, oral or written, between the parties regarding the Land. 6.03 Modification. This Agreement can be amended only by written agreement signed by the parties hereto and by reference made a part hereof. 6.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller and Purchaser, and their respective heirs, personal representatives, successors and assigns. 6.05 Notices. Any notice, communication, request, demand, reply or advice (severally and collectively referred to as "Notice") in this Agreement required or permitted to be given, made or accepted must be in writing. Notice may, unless otherwise specifically provided herein, be given or served (a) by depositing the same in a receptacle regularly maintained and serviced by the United States Postal Service, postage pre -paid, registered or certified, and addressed to the party to be notified, with return receipt requested, or (b) by delivering the same to such party, or an agent of such party, by commercial courier. Notice sent by registered or certified mail in the manner hereinabove described shall be effective on the earlier of the third (3rd) business day after such deposit or the actual receipt thereof. Notice given by commercial courier shall be effective on the date delivered to the other party. For the purposes of Notice, the addresses of the parties shall, until changed as provided below, be as follows: Seller: Industrial Development Authority of the City of Riverside, Missouri c/o The City of Riverside, Missouri Attention: Mayor City Hall 2950 NW Vivion Road Riverside, MO 64150 Purchaser: NorthPoint Development, LLC Attention: Nathaniel Hagedorn 6300 North Revere, Suite 225, Kansas City, Missouri 64151 {13:/Docs/1893/001/ARG05/00657061;3 } 7 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 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. {P:/Docs/1893/001 /ARGOS/00657061;3 } 8 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 without restriction, provided that (i) Purchaser shall remain jointly and severally liable with the assignee for the obligations contained in this Agreement; (ii) Purchaser, and any assignee by accepting assignment of this Agreement, expressly agrees to defend and indemnify Seller from any litigation arising out of the assignment; (iii) written notice of the assignment, including the name of the assignee, is provided to Seller at three (3) business days prior to Closing. 6.19 Form of Instruments. Except as otherwise provided herein, all instruments to be furnished hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such instrument. 6.20 Tenders of Performance. All tenders of performance shall be made at the Closing and at or before the time specified for the Closing. 6.21 Legal Holidays and Business Days. If any date herein set forth for the performance of any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein, the term "legal holiday" means any federal holiday for which financial institutions or post offices in Riverside, Missouri are generally closed for observance thereof. As used herein, the term "business day" shall mean a day which is not a Saturday, Sunday or legal holiday. 6.22 Nonwaiver. Except as otherwise specifically provided for hereunder, no party shall be deemed to have waived any of its rights hereunder unless such waiver is in writing and signed by the party waiving such right. Except as otherwise specifically provided for hereunder, no delay or omission by any party in exercising any right shall operate as a waiver of such right or of any other right. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. Except as otherwise provided in Sections 5.01 and 5.02 hereof, all rights and remedies, whether evidenced hereby or by any other agreement, instrument or paper, will be cumulative and may be exercised separately or concurrently. 6.23 Effective Date; Acceptance. The effective date (the "Effective Date") of this Agreement shall be the date that the Escrow Agent receives and receipts one or more counterparts of this Agreement (P:/Docs/1893/001/ARGO5/00657061;3 ) 9 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 left blank intentionally; signature page follows] {P:/Docs/1893/001/ARGO5/00657061;3 } 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: INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: Name: Title: Date: August , 2012. PURCHASER: NORTHPOINT DEVELOPMENT, LLC By: j Name: duri-T-g,4Fa-vet =h14-bPic) 4# - Title: AzE to e/G Date: August ' , 2012. ESCROW AGENT RECEIPTS The undersigned Escrow Agent acknowledges receipt of this Agreement of Sale and Purchase and agrees to be bound by the terms of this Agreement this day of August, 2012. ASSURED QUALITY TITLE COMPANY By: Name: Title: (P:/Docs/1893/001 /ARGO5/00657061;3 } 11 EXHIBIT A LEGAL DESCRIPTION All of Lot 5, ARGO INNOVATION PARK, a subdivision in Riverside, Platte County, Missouri {P:/Docs/1893/00 l/ARG05/00657061;3 J 12 EXHIBIT B DEVELOPMENT REGULATIONS See attached Ordinance No. 1087 attached hereto. 13 {P:/Docs/1893/001/ARGO5/00657061;3 ) BILL NO. 2011-035 ORDINANCE NO. /Off 7 AN ORDINANCE AUTHORIZING AND ADOPTING AN AMENDMENT TO THE PLANNED DEVELOPMENT DISTRICT ADOPTED BY ORDINANCE 2007-108, SUCH AMENDMENT TO APPLY TO THE BRIARCLIFF HORIZONS SITE AND SHALL BE KNOWN AS THE BRIARCLIFF HORIZONS PLANNED DEVELOPMENT DISTRICT. WHEREAS, the property described In Exhibit A attached hereto was rezoned as a part of a larger tract of property in October of 2007 from "GP -I — General Planned Industrial District" to "PD — Planned Development District" and planned development standards governing development of the property were adopted at that time, all as set forth in Ordinance 2007-108; and WHEREAS, the City has entered into a Master Development Agreement with Briarcliff Realty, LLC ( "Briarcliff Realty") to develop the property described in Exhibit A (the "Briarcliff Horizons Site"); and WHEREAS, in connection with such development, Briarcliff Realty desires to modify the planned development standards governing development of the Briarcliff Horizons Site and has submitted an application was submitted to rezone the Briarcliff Horizons Site by modifying the details contained in the planned development standards approved by the Board of Aldermen contained in Ordinance 2007-108; and WHEREAS, at its meeting on September 22, 2011 the Planning Commission of the City of Riverside, Missouri conducted a public hearing wherein it reviewed and considered the request to amend the approved regulations for the Briarcliff Horizons Planned Development District ("Briarcliff Horizons PD") and such public hearing was continued to October 27, 2011 for further evaluation nd consideration; and WHEREAS, the Planning Commission recommended approval of the rezoning application on October 27, 2011 to the Board of Aldermen; and WHEREAS, the Board of Aldermen of the City of Riverside, Missouri at Its regular meeting of October 4, 2011 opened the public hearing for Briarcliff Horizons PD and immediately continued it to October 18, 2011, at which time the Board of Aldermen re -opened the public hearing and continued it to its regular meeting on November 1, 2011 at which time the recommendation of the Planning Commission was presented, the public hearing was held and the Board of Aldermen had an opportunity to consider the matter; and WHEREAS, the Board of Aldermen find adoption and approval of the Briarcliff Horizons PD to be in the City's best interest and will promote the public health, safety and welfare; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: Section 1 — Approval Of Zoning Amendment. The Board of Aldermen approve the planned development amendment set forth In Exhibit B attached hereto for the Briarcliff Horizons Site, legally described in Exhibit A attached hereto. Such planned development amendment shall be known as the Briarcliff Horizons Planned Development District (Briarcliff Horizons PD). All development occurring on the Briarcliff Horizons Site shall adhere to the standards described in Exhibit B along with all other provisions set forth in the City Code and Unified Development Ordinance of the City of Riverside. Approval of the Briarcliff Horizons PD does not relieve the applicant from following all other applicable codes and laws of the City of Riverside or other governmental agency, nor does it relieve the applicant from submitting necessary site plans or applying for all necessary building permits, electrical permits, sign permits, or occupation licenses required by City Code. The standards set forth in the Briarcliff Horizons PD shall have precedence where such conditions are more restrictive than those set forth in City Code. BILL NO. 2011-035 ORDINANCE NO. 10 $ 7 Section 2 — Application To Remainder Of Property. The provisions of the Planned Development District development standards approved and adopted by Ordinance 2007-108 for the remainder of the development area affected by the PD approved by such ordinance shall remain in effect for the remainder of such property. Section 3 — Failure To Comply. That failure to comply with any of the conditions or provisions contained in this ordinance shall constitute a violation of both this ordinance and the City's Unified Development Ordinance in addition to other penalties which may be contained in the City Code. Section 4 -- Severability Clause. The provisions of this ordinance are severable and if any provision hereof is declared Invalid, unconstitutional or unenforceable, such determination shall not affect the validity of the remainder of this ordinance. Section 5 — Effective Date. This ordinance shall be in full force and effect from and after the date of its passage and approval. BE IT REMEMBERED that the above was read two times by heading only, passed and approved by a majority pf ijhe Board of Aldermen and approved by the Mayor of the City of Riverside, Missouri, this 1 - day of yidni iocv , 2011. ATTEST! �I. Rabin Littrell; C y Clerk .4iltot ebd- Kathleen L. Rose, Mayor Approved as to form: Nanc:mpstF, City Attorney Horizons "PD" Regulations A. Building Lines. There shall be no minimum front and rear setback requirements for the Planned Development. Building separation shall be a minimum of twenty (20) feet and separation of buildings will be required to meet minimum separation standards governed by the adopted building code of the City. Building setbacks shall be set by final development plan and where applicable final plat. B. Building Materials and Construction. All buildings and other structures within Horizons Business Park shall be constructed of attractive exterior sides of high quality materials including masonry, concrete, glass, and metal (when used in an incidental role). Specific materials which will be excluded include exposed (1) galvanized metal facades, (ii) nondecorative cinder or concrete block, and (iii) double T concrete panels. Exterior mechanical or electrical equipment, including, but not limited to, HVAC equipment shall be so placed or screened that the predominant design lines of the building or structure continue without visual distraction or interruption. If the function of the building or structure dictates placement of such equipment in such a manner or location that the building exterior walls themselves are unable to screen the equipment from view of adjacent existing or proposed streets or highways, they must be separately screened using materials compatible with the approved building materials with use ofa an appropriately designed parapet wall and the height of such screening shall be equal to the height of the equipment to be screened; or with acceptable landscaping. Accessory buildings, enclosures, appurtenant structures to, or extrusions from, any building or structure shall be of similar or compatible materials, design and construction. C. Building Material Colors. Color of materials used on the construction of all buildings, enclosures, and appurtenant structures shall be consistent throughout the entire development and will present a predominantly warm earth tone appearance. Exact color palette and materials will be approved by final development plan. D. Parking. Employee, customer, owner or tenant parking shall be the responsibility of the property owners and they shall provide all necessary parking facilities entirely on their property. Parking on private or public streets or highways within the subject property is expressly prohibited. All parking areas and drives and access shall be paved with an impervious surface equal to asphalt or concrete and maintained by the owner in a well -kept condition. Each parking space provided shall be designated by lines painted on the paved surfaces and shall be adequate in area, generally spaces will be sized nine feet wide by eighteen feet long (9' x 18') when a curb abuts and nine feet wide by twenty feet long (9' by 20') when not abutting a curb. For the office portion of the Planned Development, it shall be the general standard that no parking spaces, parking aisles or roadways, except the access way, shall be permitted within the front ten (10) feet of the front setback. If parking spaces are provided in front of the building a landscape buffer shall be provided as described in the landscaping section of i this regulation. Adequate off-street parking shall be provided by each Owner and tenant for its customers, employees and visitors; and the parking ratios will be provided in the preliminary development plan and will be reviewed and approved by the City. E. Off -Street Loading. Provision for handling all truck service must be totally within the building site. Buildings adjacent to the right-of-way of Horizons Parkway and I-635 shall not have loading docks visible for these right-of-ways. Docks and loading areas facing non -industrial uses within the development shall be screened in accordance with the landscape provisions described in the PD regulations. All loading shall be paved with an impervious surface equal to asphalt or concrete. All side and rear loading service areas shall be properly screened from view from all existing or proposed streets, roads, or highways by walls, earth berms, and/or plant material. F. Outside Storage and Equipment. Outside storage areas are not permitted within the Planned Development unless approved via a Special Use Permit, This regulation does not apply to the customary trailer parking activities associated with tenants inside the Planned Development. For the office portion of the Planned Development, facilities for storage ofwaste and rubbish shall be maintained within a screened area in closed metal containers of type approved. Each Owner and tenant shall keep its premises, buildings and improvements and appurtenances in a safe, sightly, clean, neat and wholesome condition, and shall comply in all respects with all governmental, health and police requirements. Each Owner and tenant shall remove, at its own expense, any rubbish or trash of any character which may accumulate on its property and shall keep unlandscaped and landscaped areas neat and well-maintained. Rubbish and trash shall not be disposed of on the premises by burning in open fires or incinerators. All rubbish and trash containers shall be properly screened by an appropriate enclosure. G. Permanent Park Signage. No sign shall be erected, placed or otherwise installed upon a Building Site or affixed to a Building, structure, or other improvement erected on a Building Site until the plans for such sign shall have been approved by the City. Flashing or moving signs shall be prohibited. Product or service replicas or models shall be prohibited, unless allowed per the Unified Development Ordinance or the location, size, design and color of all signs must be in keeping with the character of the Park. 1. Park Monument Signs. Park Monument Signs shall be utilized to identify the development as whole and not individual businesses and shall only be permitted to the Master Developer of the Planned Development. Three Park Monument Signs shall be permitted, each with a maximum sign face of two -hundred fifty (250) sq. ft. Park Monument Signs are allowable in the public right-of-way. 2. Park Entry Signs. Park Entry Signs shall be utilized to identify main entrances of the development and not individual businesses and shall be permitted to the Master Developer of 2 the Planned Development. Three Park Entry Signs shall be permitted, each with a maximum sign face of thirty-six (36) sq.ft. Park Entry signs are allowable in the public right-of-way. 3. Park Directional Signs. Park Directional Signs shall be utilized to identify buildings address, name of business, and in appropriate cases logos of the company occupying. Each building shall be permitted to have a Park Directional Sign, each with a maximum sign face of twenty (20) sq.ft. 4. Building Facade Signs. Building Facade Signs shall be attached to the building to identify individual businesses and shall be approved as a component of the Final Development Plan. Industrial Buildings- Each individual tenant may have a maximum of two (2) walls signs per building, with a maximum of one (1) sign per side of building. The maximum sign face per sign shall be one -hundred twenty (120) square feet, except for a building with a single tenant, the maximum sign face per sign shall be one -hundred fifty (150) square feet. For signs with one line of copy, the maximum letter height shall be sixty (60) inches per letter. For signs with two lines of copy, the maximum letter height shall be forty-eight (48) inches per letter. Office Buildings- Each building may have a maximum of two (2) building facade signs. The total maximum sign face per building shall be eighty (80) square feet, with no sign being larger than fifty (50) square feet. For signs with one line of copy, the maximum letter height shall be sixty (60) inches per letter. For signs with two lines of copy, the maximum letter height shall be forty-eight (48) inches per letter. 5. For Sale or Lease Signs. A temporary wood, metal, or plastic sign may be erected on a developed building site to offer the property for sale or lease. One (1) such sign, having a maximum area of thirty (30) square feet for buildings less than 50,000 square feet, thirty-five (35) square feet for buildings more than 50,000 square feet but less than 150,000 square feet, and sixty (60) square feet for buildings more than 150,000 square feet. 6. Temporary Signs. Paper signs, stickers, transfers, signs printed or affixed to, or visible through the windows, doors or exterior walls of a building or other signs of a temporary character or purpose, regardless of the composition of the sign or the materials used therefore, are expressly prohibited. 7. Construction Signs. A temporary wood, metal, or plastic sign will be allowed during the construction of a building project. Such signs may be either single or double faced with each face having a maximum area of fifty square feet for building sites, less than three (3) acres and eighty square feet for building sites of three (3) acres or more. All signs permitted under this provision will be removed immediately upon issuance of an occupancy permit for any building constructed on the site. H. Landscaping. All open areas on any building site not occupied by buildings, storage, parking, access roads and loading shall be suitably graded with a slope not to exceed 3:1 to allow for 3 mowing, and drainage and shall be maintained in lawn, trees, and/or shrubs, including lawn irrigation in all such areas. It is the intent of these regulations to provide a park -like setting for the buildings, as well as to screen objectionable areas. Office Park: Building sites shall be landscaped in accordance with the general landscaping plan for the Park. All lots are required to provide a minimum landscape buffer of ten feet (10') along public right-of-way, utilizing deciduous shade and ornamental trees, evergreen trees and shrubs. Building Site (Pervious Area): Building site shall include a minimum of one (1) two and one-half (2-Y2) inch caliper deciduous or evergreen tree (8' in height) for each two thousand five hundred (2,500) square feet of pervious / green space area, to be planted in side yard, front yard or rear of building at common area. Substitutions are allowed for Pervious area calculation only based upon the following: 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) = 20 shrubs 3' in height or 2 ornamental trees 6' in height Building•,Frontage at Street: 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) for every 40 feet of street frontage to be planted along the street right-of- way. Common Area side or Building Rear: 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) for every 40 feet of frontage on common area such as, lakes and canals. Parking Lots: Landscaped islands should be added at the ends of all parking rows and should be bermed and planted with either sod or landscaping. • 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) for every 200 square foot of parking lot islands. • Fifty percent (50%) of the parking lot should be screened from view with shrubs 3' in height. Building Foundation: Forty percent 40% of the building foundation should be landscape with ground covers, shrubs and ornamental trees. Industrial Park: Building sites shall be landscaped in accordance with the general Iandscaping for the Park: Building Frontage at Street: 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) for every 40 feet of street frontage to be planted along the street right-of- way. Common Area side or Building Rear: 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) for every 50 feet of frontage on common area such as, lakes and canals. Parking Lots: Landscaped islands should be added at the ends of all parking rows and should be bermed and planted with either sod or Iandscaping. • 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) for every 200 4 square foot of parking lot islands. • Parking lot screening is encouraged where green space exists. Screening should be shrubs 3' in height not exceed 20% of the total frontage. Building Foundation: Building foundations should be landscaped at building entries and sides with groundcovers, shrubs and ornamental trees. The landscape development, having been installed, shall be maintained by Owner in a neat and adequate manner, which shall include the mowing of lawns, trimming of hedges, other such maintenance and watering including the installation of lawn irrigation on all sites. The landscaping shall be implemented and completed within six (6) months after certificate of occupancy of the building has been issued. L Exterior Lighting. Lighting of buildings and public areas, such as parking, plazas, landscaping, fountains, sculptures, and walkways is required. All site lighting will be accomplished by using concealed source fixtures with a minimum average illumination in accordance with the requirements of the City of Riverside, Missouri. All exterior lighting will be metal halide or white in color and constant in nature, specifically excluding traveling, flashing or intermittent illumination of any kind and must be so arranged or shielded as to avoid glare or reflection onto any adjacent existing or proposed streets, highways, ponds or building sites. Pole mounted fixtures will have a maximum pole height of thirty-two (32) feet, including the base. J. Underground Utilities, Pipes, Etc. No pipe, conduit, cable, line or the like for water, gas, sewage, drainage, steam, electricity, or any other energy or service shall. be installed or maintained upon any building site (outside of any building) above the surface of the ground. K. Fencing. All fencing on any building site shall be compatible with the building materials used in the construction of the major structure on said building site. All metal fencing shall be wrought iron like and shall be screened by landscaping from view from existing or proposed streets, highways and contiguous building sites. L. Animals. No livestock, poultry or other animals shall be kept on any part of the Park 5 Title of Document: PARTIAL RELEASE Date of Document: , 2012 Grantor: UMB BANK, N.A. 1010 Grand Blvd., 4th 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, Argo Innovation Park, a subdivision in the City of Riverside, Platte County, Missouri Reference: BK1103PG315 BK1111PG854 Return Recorded Document to: City of Riverside Attn: Nancy Thompson 2950 NW Vivion Rd Riverside, MO 64150 BK1103PG316 BK1111PG853 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 , 2012 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., 4th 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, whose address is 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") and the. 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 Corporation Agreement dated May 1, 2007 between The Industrial Development Authority of the City of Riverside, Missouri and UMB, N.A.; 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, granting a deed of trust lien on the Property described therein, ("Mortgaged Property") to secure the payment of the Series 2007 Bonds, and any other amounts or obligations secured thereby, dated May 1, 2007, and 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 344,547 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. E. Mortgagee has been paid the sales price of $.50 per square feet for the Released Property. 2 F. Pursuant to Section 6.5 of the Financing Agreement, it is necessary that the Mortgagee 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. 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 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 3 ACKNOWLEDGEMENT STATE OF MISSOURI } } SS. COUNTY OF JACKSON } On this, the day of 2012, 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. My commission expires: 4 Notary Public Exhibit A LEGAL DESCRIPTION OF PROPERTY All of Lot 5, Argo Innovation Park, a subdivision in the City of Riverside, Platte County, Missouri, subject to all easements and restrictions of record 5 Return Recorded Document to: City of Riverside Attn: Sarah Wagner 2950 NW Vivion Rd Riverside, MO 64150 Grantor: The Industrial Development Authority of the City of Riverside, Missouri 2950 NW Vivion Road, Riverside, MO 64150 Grantee: NorthPoint Development, LLC 6300 Revere — Suite 225, Kansas City, MO 64151 SPECIAL WARRANTY DEED THIS INDENTURE is made as of , 2012 by The INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a public corporation organized and existing under the laws of the State of Missouri, as grantor ("Grantor"), with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150 to NORTHPOINT DEVELOPMENT, LLC, a Missouri limited liability company, as grantee ("Grantee"), with mailing address of 6300 North Revere — Suite 225, Kansas City, Missouri 64151. WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other valuable consideration to it in hand paid by Grantee (the receipt of which is hereby acknowledged) does by these presents, BARGAIN and SELL, CONVEY and CONFIRM unto Grantee, its successors and assigns, the lots, tracts or parcels of land, lying, being and situate in the County of Platte and State of Missouri as described as follows: All of Lot 5, ARGO INNOVATION PARK, a subdivision in the City of Riverside, Platte County, Missouri, subject to all easements and restrictions of record, TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto Grantee and unto its successors and assigns forever, Grantor hereby covenanting that it is lawfully seized of an indefeasible estate in fee of the premises herein conveyed; that it has good right to convey the same; that said premises are free and clear from any encumbrance (except as referenced above) done or suffered by it; and that it will warrant and defend the title to said premises unto Grantee and unto its successors and assigns forever, against the lawful claims and demands of all persons whomsoever claiming under it except as above stated. IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day and year first above written. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: Leland Finley, President ATTEST: By: Sarah Wagner, Secretary ACKNOWLEDGEMENT STATE OF MISSOURI SS COUNTY OF PLATTE ON THIS day of , 2012, before me, the undersigned, a Notary Public in and for said County and state, personally appeared Leland Finley, to me personally known, who being by me duly sworn, did say that he is the President of The Industrial Development Authority of the City of Riverside, Missouri, a public corporation duly organized and existing under the laws of the state of Missouri, and that the seal affixed to the foregoing instrument is the seal of said Authority, and that said instrument was signed and sealed in behalf of said Authority by free act and deed of said Authority. WITNESS my hand and official seal in the County and State aforesaid, the day and year first above written. Notary Public Signature (Seal) Printed or Typed Name My Commission Expires: IDA Resolution 2012-024 IDA RESOLUTION NO. 2012-024 A RESOLUTION AUTHORIZING THE SALE AND TRANSFER OF CERTAIN PROPERTY TO NORTHPOINT DEVELOPMENT, LLC; DIRECTING UMB BANK, AS TRUSTEE, TO RELEASE SUCH PROPERTY FROM THE DEED OF TRUST; AND AUTHORIZING OTHER ACTIONS IN CONNECTION THEREWITH (SOUTH OF GOODWIN). Pursuant to the provisions of Chapter 349, RSMo., as amended, the Board of Directors of The Industrial Development Authority of the City of Riverside, Missouri (the "IDA"), hereby adopt this Resolution and direct that this Resolution be filed with the official IDA minutes: WHEREAS, the IDA issued its Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project - City of Riverside, Missouri), Series 2007 in the principal amount of $40,265,000 (the "Bonds"); and. WHEREAS, the City of Riverside, Missouri ("City"), the IDA, and UMB Bank, N.A., entered into that certain Financing and Cooperation Agreement dated as of May 1, 2007 relating to the Bonds (the "Financing Agreement"); and WHEREAS, the Financing Agreement requires that IDA, upon direction of the City, transfer and sell the Mortgaged Property (as defined in the Financing Agreement), in whole or in part, in one or more transactions; and WHEREAS, the City has, pursuant to Resolution R-2012-142, a copy of which is presented with this Resolution and is on file with the Secretary, directed the IDA to convey its interest in that certain portion of the Mortgaged Property, the legal description of such portion being: see Exhibit A attached, (the "Property") to NorthPoint Development, LLC ("NorthPoint") upon compliance with the terms and conditions of the Financing Agreement; NOW THEREFORE, BE IT RESOLVED, by the Board of Directors of the Industrial Development Authority of the City of Riverside, Missouri as follows: Section 1. The IDA's conveyance of all right, title and interest in the Property to NorthPoint at the price of $294,000 plus such additional compensation and commitments contained in the Agreement of Purchase and Sale between the Industrial Development Authority of the City of Riverside, Missouri and NorthPoint Development, LLC attached hereto as Exhibit "B" is hereby approved. There are 490,000 +/- square feet within the Property. Section 2. The Special Warranty Deed conveying all right, title and interest of the IDA in the Property is hereby approved in substantially the form attached as Exhibit "C" and the President and Vice President are hereby authorized to enter into, execute and deliver and the Secretary and the Assistant Secretary are hereby authorized to attest, such document with such IDA Resolution 2012-024 changes therein as shall be approved by the official of the IDA executing such document, such official's signature thereon being conclusive evidence of his approval and the IDA's approval thereof. Section 3. The proceeds from the sale of the Property shall be disbursed as provided in the Financing Agreement. The IDA hereby requests and directs that UMB Bank, as Trustee, upon receipt of $.50 per square foot ($245,000) to cause the release of the Property from the deed of trust lien on the Mortgage Property created as security for the Series 2007 Bonds. Section 4. The President, Vice -President, Secretary, Assistant Secretary and other appropriate officers and agents of the IDA are hereby authorized to take such further actions and execute such other documents as may be necessary or desirable to carry out and comply with the intent of this Resolution. Section 5. The Resolution shall be in full force and effect from and after its adoption. ADOPTED THIS DAY OF , 2012. This Resolution was adopted at the meeting of the Board of Directors of the IDA duly called and held this date. Leland Finley, President (SEAL) ATTEST: Secretary IDA Resolution 2012-024 EXHIBIT A LEGAL DESCRIPTION (the "Property") IDA Resolution 2012-024 EXHIBIT B PURCHASE AND SALE AGREEMENT IDA Resolution 2012-024 EXHIBIT C FORM OF CONVEYANCE SPECIAL WARRANTY DEED THIS INDENTURE is made as of xxxxxxxxxx , 2012 by The INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a public corporation organized and existing under the laws of the State of Missouri, as grantor ("Grantor"), with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150 to NORTHPOINT DEVELOPMENT, LLC, a Missouri limited liability company, as grantee ("Grantee"), with mailing address of 6300 North Revere — Suite 225, Kansas City, Missouri 64151. WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other valuable consideration to it in hand paid by Grantee (the receipt of which is hereby acknowledged) does by these presents, BARGAIN and SELL, CONVEY and CONFIRM unto Grantee, its successors and assigns, the lots, tracts or parcels of land, lying, being and situate in the County of Platte and State of Missouri as described as follows: see Exhibit A attached, TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto Grantee and unto its successors and assigns forever, Grantor hereby covenanting that it is lawfully seized of an indefeasible estate in fee of the premises herein conveyed; that it has good right to convey the same; that said premises are free and clear from any encumbrance (except as referenced above) done or suffered by it; and that it will warrant and defend the title to said premises unto Grantee and unto its successors and assigns forever, against the lawful claims and demands of all persons whomsoever claiming under it except as above stated. IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day and year first above written. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: xxxxxxxxxxxxxxxxxx Leland Finley, President ATTEST: By: xxxxxxxxx Sarah Wagner, Secretary ACKNOWLEDGEMENT STATE OF MISSOURI ) SS COUNTY OF PLATTE ) IDA Resolution 2012-024 ON THIS xxx day of xxxxxxxxx , 2012, before me, the undersigned, a Notary Public in and for said County and state, personally appeared Leland Finley, to me personally known, who being by me duly sworn, did say that he is the President of The Industrial Development Authority of the City of Riverside, Missouri, a public corporation duly organized and existing under the laws of the state of Missouri, and that the seal affixed to the foregoing instrument is the seal of said Authority, and that said instrument was signed and sealed in behalf of said Authority by free act and deed of said Authority. WITNESS my hand and official seal in the County and State aforesaid, the day and year first above written. xxxxxxxx Notary Public Signature (Seal) xxxxxxxx Printed or Typed Name My Commission Expires: AGREEMENT OF PURCHASE AND SALE BETWEEN INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI ("SELLER") AND NORTHPOINT DEVELOPMENT, LLC ("PURCHASER") THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of the Effective Date hereinafter defined by and between the INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI ("Seller"), and NORTHPOINT DEVELOPMENT, LLC, a Missouri limited liability company, and/or its assigns ("Purchaser"). In consideration of the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: WHEREAS, Seller currently owns the real property comprising 490,000 square feet as described in Exhibit A hereto (the "Land") and wishes to sell the Land to Purchaser on the terms herein set forth, and Purchaser wishes to purchase the Land on the terms herein set forth; NOW, THEREFORE, in consideration of the premises, TEN AND 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. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Land. The Purchase Price (the `Purchase Price") for the Land shall be Two Hundred Ninety -Four Thousand Five Hundred Dollars ($294,000.00). It is acknowledged and agreed that the Land described herein to be purchased is subject to being platted in accordance with applicable state and municipal law. 1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Assured Quality Title Company, Attention: Don Rodgers, 1001 Walnut Street, Kansas City, Missouri 64106, phone number (816) 221-2880, fax number (816) 221-2884 (the "Escrow Agent"). No Earnest Money shall be required of Purchaser. ARTICLE II TITLE AND SURVEY DOCUMENTS 2.01 Title Commitment. Seller shall, within three (3) days after the Effective Date, at Seller's sole cost and expense, cause to be prepared and furnished to Purchaser an updated title commitment for the Title Policy (the "Title Commitment") issued by Assured Quality Title Company (the "Title Insurer") showing Seller as the record title owner of the Land, by the terms of which the Escrow Agent, as agent for the Title Insurer, agrees to issue to or for Purchaser a standard ALTA form of owner's policy of title insurance (the "Title Policy") at the Closing with respect to the Land in the amount of the Purchase Price, 1 {P:/Docs/1893/026/00675483;2 } WA 3786434.1 insuring Purchaser's fee simple title to the Land to be good and indefeasible subject to the terms of such Title Policy and the exceptions specified therein, together with readily legible copies of all documents and plats, if any, which are referred to in the Title Commitment. Seller and Purchaser shall pay the expenses of obtaining the Title Policy as hereinafter provided. The Title Policy shall exclude all standard pre- printed exceptions. 2.02 Survey. Purchaser shall, at Purchaser's sole cost and expense (but subject to reimbursement by Seller at the Closing), cause to be prepared and furnished to Purchaser, Purchaser's legal counsel and the Escrow Agent, an ALTA survey (the "Survey") of the Land prepared by a surveyor of Purchaser's choosing (the "Surveyor") as of a date which is subsequent to the Effective Date. 2.03 Review of Title and Survey. Purchaser shall have a period of time (the "Title Review Period") commencing on the Effective Date and ending on three (3) days prior to Closing in which to notify Seller in writing of any objections Purchaser has to any matters shown on the Title Commitment and the Survey. All objections raised by Purchaser in the manner herein provided are hereafter called "Objections." Seller shall have the option, but not the obligation, to remedy or remove all Objections (or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the period of time (the "Cure Period") ending on the earlier of (a) the second (2nd) business day after Seller's receipt of Purchaser's notice of such Objections, and (b) the business day immediately preceding the Closing Date. Except to the extent that Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. In the event Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within the Cure Period, then either (i) this Agreement may be terminated in its entirety by or on behalf of Purchaser by giving Seller written notice to such effect during the period of time (the "Termination Period") ending on the earlier of (A) the second (2nd) business day following the end of the Cure Period, and (B) the Closing Date, whereupon all parties hereto or mentioned herein shall be released and relieved of further obligations, liabilities or claims hereunder; or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within the Termination Period. Any title encumbrances or exceptions which are set forth in the Title Commitment or Survey and to which Purchaser does not object on or prior to the last day of the Title Review Period (or which are thereafter waived or deemed to be waived by Purchaser) shall be deemed to be permitted exceptions (the "Permitted Exceptions") to the status of Seller's title to the Land. ARTICLE 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: 2 {P:/Docs/1893/026/00675483;2 } WA 3786434.1 (a) Representations and Warranties. None of the representations and warranties of Purchaser set forth in Section 3.03 of this Agreement shall be untrue or inaccurate; (b) Purchaser's Obligations. Purchaser shall have performed or complied with all of Purchaser's covenants, agreements and obligations under this Agreement; and (c) No Bankruptcy Proceeding. There shall not have been instituted by or against Purchaser any bankruptcy proceeding. 3.03 Purchaser's Representations and Warranties. (a) Purchaser's Authority. This Agreement has been duly authorized by requisite action and is enforceable against Purchaser in accordance with its terms; neither the execution and delivery of this Agreement nor the consummation of the sale provided for herein will constitute a violation or breach by Purchaser of any provision of any agreement or other instrument to which Purchaser is a party or to which Purchaser may be subject although not a party, or will result in or constitute a violation or breach of any judgment, order, writ, junction or decree issued against or binding upon Purchaser; (b) No Pending Proceedings. Purchaser has no actual knowledge that there is any action, suit, proceeding or claim affecting Purchaser or relating to the authority of Purchaser to purchase the Land; and (c) Office of Foreign Assets Control (OFAC) Issues. (1) Purchaser represents and warrants that (A) Purchaser and each person or entity owning an interest in Purchaser (i) is not currently identified on the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the Office of Foreign Assets Control (the "List"), and (ii) is not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (B) none of the funds or other assets of Purchaser constitute property of, or are beneficially owned, directly or indirectly, by any Purchaser Embargoed Person (as hereinafter defined), (C) no Purchaser Embargoed Person has any interest of any nature whatsoever in Purchaser (whether directly or indirectly), (D) Purchaser has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. The term "Purchaser Embargoed Person" means any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. § 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder, with the result that the investment by Purchaser is prohibited by law or Purchaser is in violation of law. (2) Purchaser also shall require, and shall take reasonable measures to ensure compliance with the requirement, that no person who owns any other direct interest in Purchaser is or shall be listed on any of the Lists or is or shall be a Purchaser Embargoed Person. This Section shall not 3 {P:/Docs/1893/026/00675483;2 } WA 3786434.1 apply to any person to the extent that such person's interest in the Purchaser is through a U.S. Publicly - Traded Entity. ARTICLE IV CLOSING 4.01 Closing Date and Time. Provided that all of the conditions of this Agreement shall have theretofore been satisfied, the closing (the "Closing") of the purchase and sale of the Land shall be conducted at such time and location as shall be mutually agreeable to Seller and Purchaser; provided, however, that the Closing shall occur on or before October 15, 2012. The date on which the Closing actually occurs is referred to herein as the "Closing Date." 4.02 Seller's Closing Matters. At the Closing, Seller shall do the 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 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) Assignment of Contracts and Assignment of Leases. Deliver to Purchaser an absolute assignment of all Contracts concerning the Land entered into by Seller, if any; and (h) Other Documents. Execute, acknowledge where required and/or deliver any and all other items contemplated by the terms of this Agreement or reasonably required by Purchaser or its legal counsel or by the Escrow Agent. 4.03 Purchaser's Closing Matters. At the Closing, Purchaser shall do the following: (a) Purchase Price. Deliver the Purchase Price to the Escrow Agent by U. S. Federal Reserve System wire transfer or other immediately available good funds; (b) Evidence of Authority. Deliver such evidence of authority to close the purchase of the Land pursuant to this Agreement as Seller or the Escrow Agent reasonably requests; and {P:/Docs/1893/026/00675483;2 } 4 WA 3786434.1 (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, all costs of the Survey, and any special charges or assessments affecting the Land required to be paid prior to Closing to deliver unencumbered title to the Land to Purchaser. Purchaser shall pay all costs and expenses relating to Purchaser's financing, including any recording fees for Purchaser's security documents and the cost of any mortgagee or loan policy required by Purchaser's lender, and the cost of any endorsements or special coverages required by Purchaser to the Title Policy. Each party shall be responsible for the payment of its own attorneys' fees incurred in connection with this Agreement and all other expenses which such party incurs. The parties shall split any escrow fee and expenses charged by the Escrow Agent. 4.05 Prorations. Prorations shall be made as follows as of 12:01 a.m. on the Closing Date: (a) Rents and Income. Collected rents and other income from the Land, if any, which are attributable to the period of time in which the Closing occurs shall be prorated between the parties as of the Closing, and Purchaser shall receive credit against the Purchase Price for the portion of such rents and other income which is attributable to the period after Closing. Delinquent rents shall not be prorated; provided, however, that, if Purchaser collects any delinquent rents or expense reimbursements after Closing, Purchaser agrees to pay to Seller any delinquent rents or expense reimbursements attributable to the period prior to the Closing Date after all rents or expense reimbursements attributable to the period from and after the Closing Date shall have been paid in full. (b) Current Ad Valorem Taxes. Real and personal property ad valorem taxes, assessments and PILOTS pertaining to the Land for the year in which the Closing occurs shall be prorated as of the Closing (collectively, "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 5 {P:/Docs/1893/026/00675483;2 } WA 3786434.1 attributable to such tax parcel shall not have been paid in full at or prior to the Closing Date, each of Seller and Purchaser shall be obligated to deposit in escrow with the Escrow Agent at Closing an amount equal to the Taxes estimated to be due with respect to their respective portions of such tax parcel for the entire year of Closing, which amounts will be held by Escrow Agent pursuant to an escrow agreement in form reasonably acceptable to Seller and Purchaser. This provision shall survive the Closing. (c) Other Taxes and Assessments. All Taxes to the Closing Date (including installments due after the Closing Date with respect to special assessments which are payable in installments) and all Taxes for periods prior to the tax year in which the Closing occurs shall be paid in full by Seller on or before the Closing Date. Seller shall be responsible for and indemnify Purchaser against any Taxes attributable to the period prior to the Closing Date, including, but not limited to, any Taxes deferred to subsequent years due to an exemption or special use valuation. (d) Post -Closing Adjustments. Seller shall, on or before the Closing, furnish to Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary to compute the foregoing proration of Taxes. To the extent possible, the amount of any adjustment described in this section shall be estimated and paid at the Closing based upon the best information available to Purchaser and Seller at the time, and shall be adjusted as soon thereafter as may be reasonably practicable when final billings are available or when such amounts may be determined with reasonable certainty. The foregoing obligations shall survive the Closing, any other provision hereof to the contrary notwithstanding. ARTICLE V REMEDIES 5.01. Purchaser's Remedies. (a) Remedies for Failure to Close. In the event that Seller fails or refuses to convey the Land at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant to this Agreement, deposited the Purchase Price with the Escrow Agent, and is prepared to proceed with Closing, Purchaser may exercise one of the following exclusive remedies: (a) terminate this Agreement by giving Seller written notice of such election prior to or at the Closing, and thereupon this Agreement shall terminate, and all parties hereto or mentioned herein shall be relieved and released of all further obligations, claims and liabilities hereunder; (b) to waive, prior to or at the Closing, the applicable objection or condition and proceed to the Closing of the transaction contemplated hereby in accordance with the remaining terms hereof; or (c) seek specific performance of Seller's obligation to convey the Land under this Agreement. Concurrently with the execution of this Agreement, Seller and Purchaser, at Purchaser's request, shall execute a memorandum of this Agreement that Purchaser will be entitled to record in the appropriate real property records of Platte County, Missouri, in order to give constructive notice of the existence of this Agreement. 5.02 Seller's Remedies. If Purchaser wrongfully fails or refuses to perform 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. 6 {P:/Docs/1893/026/00675483;2 } WA 3786434.1 ARTICLE VI MISCELLANEOUS 6.01 Escrow Instructions. Intentionally Omitted. 6.02 Integration. This Agreement constitutes the entire and final expression of the agreement of the parties hereto and supersedes all prior agreements and understandings of the parties, either oral or written. There are no other agreements, oral or written, between the parties regarding the Land. 6.03 Modification. This Agreement can be amended only by written agreement signed by the parties hereto and by reference made a part hereof. 6.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller and Purchaser, and their respective heirs, personal representatives, successors and assigns. 6.05 Notices. Any notice, communication, request, demand, reply or advice (severally and collectively referred to as "Notice") in this Agreement required or permitted to be given, made or accepted must be in writing. Notice may, unless otherwise specifically provided herein, be given or served (a) by depositing the same in a receptacle regularly maintained and serviced by the United States Postal Service, postage pre -paid, registered or certified, and addressed to the party to be notified, with return receipt requested, or (b) by delivering the same to such party, or an agent of such party, by commercial courier. Notice sent by registered or certified mail in the manner hereinabove described shall be effective on the earlier of the third (3rd) business day after such deposit or the actual receipt thereof. Notice given by commercial courier shall be effective on the date delivered to the other party. For the purposes of Notice, the addresses of the parties shall, until changed as provided below, be as follows: Seller: Industrial Development Authority of the City of Riverside, Missouri c/o The City of Riverside, Missouri Attention: Mayor City Hall 2950 NW Vivion Road Riverside, MO 64150 Purchaser: NorthPoint Development, LLC Attention: Nathaniel Hagedorn 6300 North Revere, Suite 225, Kansas City, Missouri 64151 The parties hereto shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America, by not less than ten (10) days' prior written notice to the other party. 6.06 Brokerage Commissions. Each party represents and warrants that no real estate brokerage commission fee is payable to any person or entity in connection with the transaction contemplated hereby, and each party shall indemnify, defend and hold the other party harmless from and against the payment of any commission or fee to any person or entity claiming, or alleging to claim, by, through or under the indemnifying party. 7 {P:/Docs/1893/026/00675483;2 } WA 3786434.1 6.07 Time. Time is of the essence in all things pertaining to the performance of this Agreement. 6.08 Survival of Obligations. To the extent necessary to carry out the terms and provisions hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed and delivered at the time of the Closing. All representations and warranties by Seller in this Agreement (i) will expire one (1) year after the Closing Date as to matters for which Purchaser has not provided written notice to Seller within such period of time; and (ii) will expire as to all matters specified in any such written notice to the extent that such matters are not resolved or made the subject of litigation instituted prior to the expiration of three (3) years after the Closing Date. 6.09 APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THE STATE OF MISSOURI SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT, INTERPRETATION AND VALIDITY OF THIS AGREEMENT. THE OBLIGATIONS OF THE PARTIES ARE PERFORMABLE, AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS AGREEMENT SHALL LIE, IN PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 6.10 Headings. The headings that have been used throughout this Agreement have been inserted for convenience of reference only and do not constitute matters to be construed in interpreting this Agreement. 6.11 Terminology. Words of any gender used in this Agreement shall be held and construed to include any other gender and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. The words "herein," "hereof," "hereunder" and other similar compounds of the word "here" when used in this Agreement shall refer to the entire Agreement and not to any particular provision or section. The words "include" and "including" shall be deemed to be followed by the phrase "without limitation" unless otherwise qualified. 6.12 Construction of Agreement. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by legal counsel for one of the parties, it being recognized that both Seller and Purchaser have contributed substantially and materially to the preparation of this Agreement. 6.13 Severability. If any one or more of the provisions of this Agreement, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of this Agreement and all other applications of any such provision shall not be affected thereby. 6.14 Counterpart Execution. This Agreement may be executed in several counterparts, each of which shall be fully executed as an original and all of which together shall constitute one and the same instrument. 8 {P:/Docs/1893/026/00675483;2 } WA 3786434.1 6.15 Further Acts. In addition to the acts recited in this Agreement to be performed by Seller and Purchaser, Seller and Purchaser agree to perform or cause to be performed at the Closing or after the Closing any and all such further acts as may be reasonably necessary to consummate the transactions contemplated hereby. 6.16 Litigation. In the event of litigation between the parties with respect to the Land, this Agreement, the performance of the obligations hereunder or the effect of a termination under this Agreement, the losing party shall pay all reasonable attorneys' fees and expenses and court costs incurred by the prevailing party in connection with such litigation. 6.17 Benefit. This Agreement is for the benefit only of the parties hereto or their respective heirs, personal representatives, successors and assigns, and no other person or entity shall be entitled to rely hereon, receive any benefit herefrom or enforce against any party hereto any provision hereof. 6.18 Assignment. Purchaser may assign this Agreement and all rights hereunder without restriction, provided that (i) Purchaser shall remain jointly and severally liable with the assignee for the obligations contained in this Agreement; (ii) Purchaser, and any assignee by accepting assignment of this Agreement, expressly agrees to defend and indemnify Seller from any litigation arising out of the assignment; (iii) written notice of the assignment, including the name of the assignee, is provided to Seller at three (3) business days prior to Closing. 6.19 Form of Instruments. Except as otherwise provided herein, all instruments to be furnished hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such instrument. 6.20 Tenders of Performance. All tenders of performance shall be made at the Closing and at or before the time specified for the Closing. 6.21 Legal Holidays and Business Days. If any date herein set forth for the performance of any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein, the term "legal holiday" means any federal holiday for which financial institutions or post offices in Riverside, Missouri are generally closed for observance thereof. As used herein, the term "business day" shall mean a day which is not a Saturday, Sunday or legal holiday. 6.22 Nonwaiver. Except as otherwise specifically provided for hereunder, no party shall be deemed to have waived any of its rights hereunder unless such waiver is in writing and signed by the party waiving such right. Except as otherwise specifically provided for hereunder, no delay or omission by any party in exercising any right shall operate as a waiver of such right or of any other right. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. Except as otherwise provided in Sections 5.01 and 5.02 hereof, all rights and remedies, whether evidenced hereby or by any other agreement, instrument or paper, will be cumulative and may be exercised separately or concurrently. 6.23 Effective Date; Acceptance. The effective date (the "Effective Date") of this Agreement shall be that date that the last party hereto signs the Agreement. 9 {P:/Docs/1893/026/00675483;2 } WA 3786434.1 6.24 Subsequent Land Sale. The Purchaser, following acquisition of the Land, may, in its sole discretion, sell the Land (or a portion of the Land) to another person or entity ("Subsequent Land Sale"). The Purchaser may set the sales price for the Subsequent Land Sale in its sole discretion (the "Subsequent Land Sale Purchase Price"). Purchaser shall make a payment to the City upon (a) a Subsequent Land Sale which closes within one year after the Closing, or (b) a Subsequent Land Sale which closes later than one year after the Closing, but for which negotiations began within one year after the Closing, equal to fifty percent (50%) of the sum of (i) the Subsequent Land Sale Purchase Price, less (ii) Purchaser's cost to purchase the Land from the City. (For example, if Purchaser makes a Subsequent Land Sale in the first year following Closing at $1.50 per square foot, then the City would be entitled to a payment of $0.45 per square foot, [$1.50 - $0.60 = $0.90 x 50% = $0.45]). If the Purchaser sells or otherwise transfers the Land (or a portion of the Land) for less than the Purchase Price within one year after Closing, the Seller shall be entitled to receive $0.25 per square foot of such sales price for a Subsequent Land Sale. The obligation to pay the City the Subsequent Land Sale Purchase Price described in this Section shall survive Closing for a period of one year and be in effect so long as the Purchaser and/or Transferee owns any portion of the Land during such one year period. It is acknowledged and agreed that the Land ultimately may be transferred to Horizons West Land, LLC ("Transferee") within seven (7) days after Closing and will not be subject to this Subsequent Land Sale provision. [Remainder of page left blank intentionally; signature page follows] 10 {P:/Docs/1893/026/00675483;2 } WA 3786434.1 IN WITNESS WHEREOF, this Agreement has been duly executed in multiple counterparts (each of which is to be deemed an original for all purposes) by the parties hereto on the respective date appearing below each party's signature to be effective on the Effective Date herein specified. SELLER: INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: Name: Title: Date: , 2012. PURCHASER: NORTHPOINT DEVELOPMENT, LLC By: Name: Title: Date: , 2012. ESCROW AGENT RECEIPTS The undersigned Escrow Agent acknowledges receipt of this Agreement of Sale and Purchase and agrees to be bound by the terms of this Agreement this day of , 2012. ASSURED QUALITY TITLE COMPANY By: Name: Title: 11 {P:/Docs/1893/026/00675483;2 } WA 3786434.1 EXHIBIT A DESCRIPTION OF THE LAND The Land generally is described as a portion of the real property located in Riverside, Platte County, Missouri having Parcel No. 23-3.0-07-000-000-012-000 (the location of such Parcel being generally shown in the map below) comprising approximately four hundred ninety thousand (490,000) square feet in the northern part of said parcel and having a general dimension of 1,402.5 feet on the northern and southern boundaries and 349 feet on the eastern and western boundaries. Upon confirmation of the Land's legal description pursuant to the Survey, the Parties agree that such legal description shall be inserted and appended to this Exhibit A and shall be incorporated herein by this reference. Exhibit A Property Exhibit N. Line. NW 7/4 Sec. 7. T5ON,R33W Exception NE 50'x20' 1,000 S.F.± NE C. NW 1/4 Fractional Sec. 7, T50N, R33W E. Line. NW 1/4 Sec. 7, T5ON, F?33W 1 )escription 1 1 "=500' 0 250' 500' The North 491.000 square feet, more or less, of the Northwest Quarter of Fractional Section 7. Township 50 North, Range 33 West. in the City of Riverside. Platte County. Missouri, except the Northeast 1.000 square feet, more or less, taken for right-of-way, containing 490,000 square feet, more or less. Renaissance Infrastructure Consulting (R -I- 11490 Small( Line R.ad 1 Lenexa, Kamm 66215 (913) 317-9500 1 •anen,rent°nfn.seracenre.cnm 12 {P:/Docs/1893/026/00675483;2 } WA 3786434.1 Title of Document: PARTIAL RELEASE Date of Document: , 2012 Grantor: UMB BANK, N.A. 1010 Grand Blvd., 4th Floor Kansas City, Missouri, 64106 Grantee: Location: Parcel ID#: Reference: 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 NE1/4 OF THE NW 1/4 FRACTIONAL SECTION 7, T50N, R33W 23-3.0-0700-000-012-000 BK1103PG315 BK1111PG854 Return Recorded Document to: City of Riverside Attn: Nancy Thompson 2950 NW Vivion Rd Riverside, MO 64150 BK1103PG316 BK1111PG853 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 , 2012 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., 4th 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, whose address is 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") and the. 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 Corporation Agreement dated May 1, 2007 between The Industrial Development Authority of the City of Riverside, Missouri and UMB, N.A.; 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, granting a deed of trust lien on the Property described therein, ("Mortgaged Property") to secure the payment of the Series 2007 Bonds, and any other amounts or obligations secured thereby, dated May 1, 2007, and 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 490,000 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. E. Mortgagee has been paid the sales price of $.50 per square feet for the Released Property. 2 F. Pursuant to Section 6.5 of the Financing Agreement, it is necessary that the Mortgagee 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. 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 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 3 ACKNOWLEDGEMENT STATE OF MISSOURI } } SS. COUNTY OF JACKSON } On this, the day of 2012, 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. My commission expires: 4 Notary Public Exhibit A LEGAL DESCRIPTION OF PROPERTY 5 Return Recorded Document to: City of Riverside Attn: Sarah Wagner 2950 NW Vivion Rd Riverside, MO 64150 Grantor: The Industrial Development Authority of the City of Riverside, Missouri 2950 NW Vivion Road, Riverside, MO 64150 Grantee: NorthPoint Development, LLC 6300 Revere — Suite 225, Kansas City, MO 64151 SPECIAL WARRANTY DEED THIS INDENTURE is made as of , 2012 by The INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a public corporation organized and existing under the laws of the State of Missouri, as grantor ("Grantor"), with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150 to NORTHPOINT DEVELOPMENT, LLC, a Missouri limited liability company, as grantee ("Grantee"), with mailing address of 6300 North Revere — Suite 225, Kansas City, Missouri 64151. WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other valuable consideration to it in hand paid by Grantee (the receipt of which is hereby acknowledged) does by these presents, BARGAIN and SELL, CONVEY and CONFIRM unto Grantee, its successors and assigns, the lots, tracts or parcels of land, lying, being and situate in the County of Platte and State of Missouri as described as follows: See attached Exhibit "A" TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto Grantee and unto its successors and assigns forever, Grantor hereby covenanting that it is lawfully seized of an indefeasible estate in fee of the premises herein conveyed; that it has good right to convey the same; that said premises are free and clear from any encumbrance (except as referenced above) done or suffered by it; and that it will warrant and defend the title to said premises unto Grantee and unto its successors and assigns forever, against the lawful claims and demands of all persons whomsoever claiming under it except as above stated. IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day and year first above written. ATTEST: By: Sarah Wagner, Secretary STATE OF MISSOURI SS COUNTY OF PLATTE THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: Leland Finley, President ACKNOWLEDGEMENT ON THIS day of , 2012, before me, the undersigned, a Notary Public in and for said County and state, personally appeared Leland Finley, to me personally known, who being by me duly sworn, did say that he is the President of The Industrial Development Authority of the City of Riverside, Missouri, a public corporation duly organized and existing under the laws of the state of Missouri, and that the seal affixed to the foregoing instrument is the seal of said Authority, and that said instrument was signed and sealed in behalf of said Authority by free act and deed of said Authority. WITNESS my hand and official seal in the County and State aforesaid, the day and year first above written. Notary Public Signature (Seal) Printed or Typed Name My Commission Expires: EXHIBIT A LEGAL DESCRIPTION IDA RESOLUTION NO. 2012-025 IDA RESOLUTION NO. 2012-025 A RESOLUTION APPROVING AND AUTHORIZING AN ALLOCATION OF LEVEE DISTRICT ASSESSMENTS AGREEMENT TOGETHER WITH THE EXECUTION AND DELIVERY OF DOCUMENTS AND ACTIONS RELATING THERETO (Tract 27) WHEREAS, the Industrial Development Authority of the City of Riverside, Missouri ("Authority") owns certain property ("Property") in the Horizons development area that was originally assessed by the Riverside-Quindaro Bend Levee District ("Levee District") as Tract 27; and WHEREAS, the Property has been subdivided into two or more smaller parcels and it is necessary to allocate the benefits afforded by the by the Levee District and assessments among the various smaller parcels and the Board of Directors finds it to be in the best interest of the Authority to allocate the benefits as set forth in Exhibit "A" attached hereto; NOW THEREFORE, BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: THAT the President is hereby authorized to execute and deliver the Agreement Allocating Benefits for Levee District Assessments Relating to The Riverside Quindaro Bend Levee District of Platte County, Missouri by and between the Industrial Development Authority of the City of Riverside, Missouri and NorthPoint Development in substantially the same form as attached hereto as Exhibit "A", with such changes as are approved by the officer executing such document, such execution being conclusive proof of such approval, the Assistant Secretary is authorized to attest thereto; FURTHER THAT the President and Assistant Secretary are hereby authorized to execute such additional documents and take such actions as are necessary or desirable to effectuate the intent of this Resolution; PASSED AND ADOPTED by the Industrial Development Authority and APPROVED by the President of the Industrial Development Authority of the City of Riverside, Missouri, the day of , 2012. Leland Finley, President ATTEST: Sarah Wagner, Assistant Secretary Title of Document: Agreement Allocating Benefits for Levee District Tax Assessments Relating to the Riverside Quindaro Bend Levee District of Platte County, Missouri. Date of Document: , 2012 IDA: The Industrial Development Authority of the City of Riverside, Missouri Address: 2950 NW Vivion Road Riverside, MO 64150 NorthPoint: City of Riverside Address: 2950 NW Vivion Road Riverside, MO 64150 Legal Description: See Exhibit A RETURN RECORDED DOCUMENT TO CITY OF RIVERSIDE City of Riverside Attn: Sarah Wagner 2950 NW Vivion Road Riverside, MO 64150 (816)741-3993 1 AGREEMENT ALLOCATING BENEFITS FOR LEVEE DISTRICT TAX ASSESSMENTS RELATING TO THE RIVERSIDE QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI This Agreement is made as of , 2012 between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a Missouri corporation ("IDA"), having an address of 2950 NW Vivion Road, Riverside, MO 64150 and NORTHPOINT DEVELOPMENT, LLC, a Missouri limited liability company ("NorthPoint"), having an address of 6300 NW Revere — Suite 225, Kansas City, MO 64151. Whereas, In The Matter of Riverside-Quindaro Bend Levee District Platte County, Missouri, Case No. 99 CC 00930, in the Circuit Court of Platte County, Missouri, Sixth Judicial District (the "Court"), benefits in the amount of $2,033,546 ("Benefits") were assessed against the property generally known in the Riverside-Quindaro Bend Levee District of Platte County, Missouri ("Levee District") as Tract 27, Tax Parcel No. 23-3.0-07-000-000-012-000 ("Original Tract"), which equaled a percentage of the Levee District annual benefit assessments allocated to the Original Tract of 2.709500%; and Whereas, the Original Tract has been subdivided or split into two or more parcels ("New Tracts"); and Whereas, the Levee District assesses annual debt service, maintenance and other taxes based upon the benefits assessed by the Court against each tract of land; and Whereas, the parties desire that the Benefits of the Original Tract be allocated between the New Tracts as set forth in this Agreement; NOW THEREFORE, in consideration of the mutual covenants and premises contained in this Agreement, and other good and valuable consideration acknowledged by the parties, the parties agree as follows: 1. Legal Description of Original Tract. The parties represent and warrant that the legal description for the Original Tract is as follows: See Exhibit "A", attached. 2. Legal Description of New Tracts. The Original Tract was divided by IDA and NorthPoint into two separate tracts (the "New Tracts"), legally described in Exhibit "B" attached hereto and incorporated herein by reference. 3. Allocation of Benefits. The parties hereby irrevocably agree that the Benefits shall be allocated from the Original Tract between the New Tracts as follows: New Tract #27-1: $1,495,889 (73.561% of Original Tract 27 resulting in a total % of the Levee District annual benefit assessments of 1.993125% allocated to New Tract #27-1) 2 New Tract # 27-2: $537,657 (26.439% of Original Tract 27 resulting in a total % of the Levee District annual benefit assessment of 0.716375% allocated to New Tract#27-2) 4. Running with the Land. The provisions of this Agreement shall be perpetual covenants running with the land and shall inure to the benefit of the Levee District, the parties and their respective successors and assigns, and be binding upon the parties and their respective successors, assigns, and grantees, including but without limitation, all subsequent owners of any parcel or property affected hereby and all persons claiming under or through them. 5. Representations and Warranties. Each of the parties to this Agreement hereby represents and warrants to the other that each person executing this document has the full power and authority to execute this document on behalf of the respective IDA and NorthPoint and has the power and authority to legally bind the respective IDA and NorthPoint as set forth herein. 6. Recording. Each of the parties to this Agreement consent to the filing of this Agreement in the Office of the Platte County Recorder of Deeds and that a copy of such recorded document shall be provided to the Levee District by IDA. 7. Reliance and Third Party Beneficiary. The Levee District shall be entitled to rely upon this Agreement in preparing its Tax Book and all other records for the current year and every year thereafter. The parties agree that the Levee District is an intended third party beneficiary of this Agreement and may irrevocably rely upon the terms and provisions of this Agreement. 8. Amendments. This Agreement may not be revoked, amended or modified except in a writing executed by the parties. Such amendment must be recorded of record and a fully executed and recorded copy of each and every amendment must be provided to the Levee District as required for this Agreement under Section 6 above. No amendment shall be effective as to the Levee District unless and until a fully executed and recorded copy of such amendment is provided to the Levee District. To be effective for any tax year, such fully executed and recorded amendment must be actually received by the Levee District no later than August 15 of such tax year. IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized representatives of the parties as of the date first above written. The Industrial Development Authority Of the City of Riverside, Missouri, NorthPoint Development, LLC By: By: Name: Leland Finley Name: Nathaniel Hagedorn Title: President Title: President 3 STATE OF MISSOURI ) ) ss. COUNTY OF PLATTE ) On this day of , 2012, before me appeared Nathaniel Hagedorn to me personally known, who, being by me duly sworn, did say that he is the President of NorthPoint Development, LLC, a Missouri limited liability company, and that said instrument was signed on behalf of said company, by authority of its members; and he acknowledged said instrument to be the free act and deed of said company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. Notary Public My Commission Expires: STATE OF MISSOURI ) ) ss. COUNTY OF PLATTE ) On this day of , 2012, before me 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 corporation incorporated in the State of Missouri, and that said instrument was signed on behalf of said corporation by authority of its Board of Directors; and that he acknowledged said instrument to be the free act and deed of said corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. My Commission Expires: 4 Notary Public EXHIBIT "A" LEGAL DESCRIPTION OF ORIGINAL BENEFIT ASSESSMENT TRACT Original Assessment Tract #27: LOCATION: NE1/4 OF THE NW 1/4 FRACTIONAL SECTION 7, T5ON, R33W, PARCEL ID#: 23-3.0-0700-000-012-000 All that part of the Northeast Quarter of the Northwest Quarter and all that part of the Northwest Quarter of the Northwest Quarter of Section 7, Township 50, Range 33, in the City of Riverside, Platte County, Missouri, being described as follows: Beginning at the Northeast corner of the Northwest Quarter of said Section 7; thence South 0 degrees 20 minutes 45 seconds West, along the East line of said Northwest Quarter, 1316.20 feet to the Southeast corner of said Northeast Quarter; thence North 89 degrees 23 minutes 03 seconds West , along the South line of the Northeast Quarter of said Northwest Quarter, 1249.93 feet to the East line of the Levee right-of-way line as recorded in Book 957 at Page 142 in the Recorder of Deeds in Platte County, Missouri; thence North 0 degrees 38 minutes 46 seconds East, along said East line, 29.73 feet; thence North 89 degrees 24 minutes 45 seconds West along said East line, 93.17 feet; thence North 70 degrees 58 minutes 37 seconds West, along said East line, 79.82 feet; thence North 0 degrees 38 minutes 44 seconds East, along said East line, 714.73 feet; thence North 02 degrees 14 minutes 31 seconds East, along said East line 307.73 feet; thence North 0 degrees 51 minutes 31 seconds East, along said East line, 238.68 feet to a point on the North line of said Northwest Quarter; thence South 89 degrees 23 minutes 45 seconds East, along said North line, 1402.50 feet to the Point of Beginning. Containing 42.55 acres, more or less. 5 EXHIBIT "B" LEGAL DESCRIPTION OF NEW BENEFIT ASSESSMENT TRACTS New Assessment Tract #27-1 (+/-1,363,297 sq. ft.): A TRACT OF LAND ... SUBJECT TO ALL EASEMENTS AND RESTRICTIONS OF RECORD. New Assessment Tract #27-2 (+/-490,000 sq. ft.) A TRACT OF LAND .... SUBJECT TO ALL EASEMENTS AND RESTRICTIONS OF RECORD. 6 IDA Resolution 2012-026 IDA RESOLUTION NO. 2012-026 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A CROSS ACCESS AGREEMENT BETWEEN LOT 1 AND LOT 2 IN RIVERSIDE HORIZONS INDUSTRIAL III EAST AND AUTHORIZING OTHER ACTIONS IN CONNECTION THEREWITH. Pursuant to the provisions of Chapter 349, RSMo., as amended, the Board of Directors of The Industrial Development Authority of the City of Riverside, Missouri (the "IDA"), hereby adopt this Resolution and direct that this Resolution be filed with the official IDA minutes: WHEREAS, the IDA desires to enter into an agreement with Horizons Industrial III, LLC to provide a Cross Access Easement over a portion of Lot 2 of Riverside Horizons Industrial III East owned by the IDA; NOW THEREFORE, BE IT RESOLVED, by the Board of Directors of the Industrial Development Authority of the City of Riverside, Missouri as follows: THAT the Cross Access Agreement between the IDA and Horizons Industrial III, LLC is hereby approved in substantially the form attached as Exhibit A and the President or Vice President are hereby authorized to enter into, execute and deliver and the Secretary or the Assistant Secretary are hereby authorized to attest, such document with such changes therein as shall be approved by the official of the IDA executing such document, such official's signature thereon being conclusive evidence of such official's approval and the IDA's approval thereof. FURTHER THAT the President, Vice -President, Secretary, Assistant Secretary and other appropriate officers and agents of the IDA are hereby authorized to take such further actions and execute such other documents as may be necessary or desirable to carry out and comply with the intent of this Resolution. FURTHER THAT this Resolution shall be in full force and effect from and after its adoption. ADOPTED THIS DAY OF , 2012. This Resolution was adopted at the meeting of the Board of Directors of the IDA duly called and held this date. Leland Finley, President (SEAL) ATTEST: Secretary IDA Resolution 2012-026 EXHIBIT A For recording purposes only: Title of Document: Date of Document: Grantor(s): Cross Access Easement Agreement October , 2012 Horizons Industrial III, LLC and The Industrial Development Authority of the City of Riverside, Missouri Grantee(s): Horizons Industrial III, LLC and The Industrial Development Authority of the City of Riverside, Missouri Grantee(s) Mailing Address: 2950 NW Vivion Road, Riverside, Missouri 64150 Legal Description: Lots 1 and 2, Riverside Horizons Industrial III East, Riverside, Missouri Reference Book and Page(s): N/A PLEASE RETURN RECORDED DOCUMENT TO: City Administrator City of Riverside, Missouri 2950 NW Vivion Road Riverside, Missouri 64150 {P:/DOCS/1893/037/TITLE/00673965;4 } WA 3740524.1 CROSS ACCESS EASEMENT AGREEMENT THIS CROSS ACCESS EASEMENT AGREEMENT (this "Agreement") is made this day of October, 2012, by and between Horizons Industrial III, LLC, a Delaware limited liability company ("Horizons Industrial") and The Industrial Development Authority of the City of Riverside, Missouri (the "IDA") with an address of 2950 NW Vivion Road, Riverside, Missouri 64150 as both Grantor and Grantee of the easements and rights described herein. RECITALS: A. Horizons Industrial is the owner in fee simple of certain real property now legally described as Lot 1 of Riverside Horizons Industrial III East, a subdivision in the City of Riverside, Platte County, Missouri, according to the recorded plat thereof, recorded October 1, 2012, as Document No. 2012014764, in Plat Book 21 at Page 22 ("Lot 1"). B. IDA is the owner in fee simple of certain real property now legally described as Lot 2 of Riverside Horizons Industrial III East, a subdivision in the City of Riverside, Platte County, Missouri, according to the recorded plat thereof, recorded October 1, 2012, as Document No. 2012014764, in Plat Book 21 at Page 22 ("Lot 2"). C. Horizons Industrial and IDA desire to enter into this Agreement in order to provide for mutual access for the benefit of Lot 1 and Lot 2 in accordance with the terms and provisions set forth in this Agreement with respect to Lots 1 and 2, Riverside Horizons Industrial III East, a subdivision in the City of Riverside, Platte County, Missouri, according to the recorded plat thereof, recorded October 1, 2012, as Document No. 2012014764, in Plat Book 21 at Page 22 (the "Plat"). D. Lot 1 and Lot 2 may be collectively referred to herein as the "Lots", each owner of a Lot may be referred to as an "Owner" or a "Lot Owner" and the owners of the Lots may be collectively referred to herein as the "Owners" or the "Lot Owners"). E. In connection with the Lot 1 improvements, Horizons Industrial will be paving not only a portion of Lot 1 as legally described on Exhibit A (the "Lot 1 Access Easement") but also a portion of the Lot 2 as legally described on Exhibit B (the "Lot 2 Access Easement"), and Horizons Industrial and its invitees will be using the Lot 2 Access Easement for maneuvering of vehicles as they enter the parking area of Lot 1. AGREEMENT: NOW, THEREFORE, in consideration of the recitals, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Horizons Industrial and the IDA grant as follows: Section 1. Recitals. The recitals set forth above are true and correct and are incorporated herein by reference. {P:/DOCS/1893/037/TITLE/00673965;4 } 1 Section 2. Grant of Access Easements. (a) Horizons Industrial as the Owner of Lot 1, hereby grants, declares and establishes to and for the benefit of IDA its successors and assigns, as an appurtenance to Lot 2, a perpetual, non-exclusive right and easement for pedestrian and vehicular ingress and egress in, to, upon, over and across the Lot 1 Access Drive Easement Area, to have and to hold such easement unto IDA, its successors and assigns, subject, however, to the terms of this Agreement. (b) IDA, as the Owner of Lot 2, hereby grants, declares and establishes to and for the benefit of Horizons Industrial, its successors and assigns, as an appurtenance to Lot 1, a perpetual, non-exclusive right and easement for pedestrian and vehicular ingress and egress in, to, upon, over and across the Lot 2 Access Drive Easement Area, to have and to hold such easement unto Horizons Industrial, its successors and assigns, subject, however, to the terms of this Agreement. The Lot 1 Access Drive Easement Area and the Lot 2 Access Drive Easement Area will be collectively referred to herein as the "Access Drive" or the "Access Drive Easement Areas". (c) The Owner of each of Lot 1 and/or Lot 2, may modify, restrict, alter or change any driveways providing access, ingress or egress on, over or across Lot 1 and Lot 2 without first obtaining the prior written consent of the owner of the other tract, provided that nothing shall allow either the Owner of Lot 1 or Lot 2 to alter their respective portions of the Access Drive without the consent of the other. (d) The intent of this Section 2 is to allow the free vehicular and pedestrian access over and across the Access Drive from 41St Street (as shown on the Plat) to and from Lot 1 and Lot 2. Accordingly, the Owners agree that no building, wall or other structural barrier of any kind may be located upon the Access Drive other than during periods of maintenance, repair or replacement. The Owners shall not allow vehicles or equipment to park or stand within the Access Drive. (e) Each Owner reserves the non-exclusive right to use such portions of the Access Drive as are located on such Owner's property for any purpose not inconsistent with the rights granted to the other Owner hereunder, including but not limited to the right to install subterranean utilities within the Access Drive. Each Owner shall provide fifteen (15) days advanced written notice to the non -installing Owner about the intent of Owner to install subterranean utilities. Further, all such non-exclusive use of the Access Drive shall be done in such a manner as to limit and minimize interference with the use of the Access Drive by the non - installing Owner, and further the Owner performing any such work shall be responsible for all actual direct and indirect costs, expenses and losses associated with said installations, including but not limited to non -installing Owner's utility interruptions and landscaping disturbances, and further any damage to any non -installing Owner's property shall be promptly repaired at the sole cost and expense of the Owner performing any such work. Section 3. Grant of Access Easements for Construction. Each Owner hereby grants to the other Owner (the "Constructing Owner") an easement for access to the Access Drive Area on its Lot for purposes of constructing, developing, paving, installing and maintaining the Access {P:/DOCS/1893/037/TITLE/00673965;4 } 2 Drive prior to buildings being constructed on both Lots, it being the intent of the Owners that the Constructing Owner may construct, develop, pave, install and maintain the Access Drive on its Lot and in the Access Drive Easement Area on the adjacent Lot (an "Adjacent Easement Area") when such Constructing Owner will have the need to utilize the Access Drive Easement Areas but such Access Drive has not been constructed or installed by the Owner of the adjacent Lot (the "Adjacent Owner") on the Adjacent Easement Area. In the event that a Constructing Owner constructs, develops, paves, installs or maintains the Access Drive in the Adjacent Easement Area, the Adjacent Owner agrees to reimburse the Constructing Owner for the costs and expenses incurred by the Constructing Owner for constructing, developing, paving, installing and maintaining the Access Drive in the Adjacent Easement Area (including, without limitation, all expenses incurred for labor (including the reasonable costs of salaries and other costs or fringe benefits of persons actually employed by the Constructing Owner to perform such work), services, equipment, supplies and materials used in performing such work), in the case of such construction on the Lot 1 Access Drive Easement Area, upon any sale or other transfer of Lot 1; and in the case of such construction on the Lot 2 Access Drive Easement Area, upon any sale or other transfer of Lot 2 by the IDA to a third party other than the City of Riverside, Missouri ("City"); or, if the IDA first transfers Lot 2 to the City, upon any sale or other transfer of Lot 2 by the City to a third party. Any such costs and expenses, and any and all other fees and other costs recoverable by the paying Owner hereunder in connection therewith, shall be a charge upon the Adjacent Owner's Lot and shall be secured by a lien upon such Lot in favor of the Constructing Owner, and upon any such sale or other transfer, the Constructing Owner may bring an action at law against the Adjacent Owner to enforce such personal obligation to reimburse the Constructing Owner for such costs and expenses, and such other fees and costs (including interest from the date of such sale or other transfer at the lesser of (a) fifteen percent (15%) per annum, and (b) the maximum rate of interest allowed under the laws of the State of Missouri), or to foreclose the lien against such Lot. Section 4. Damage to and Maintenance of Access Drive. Any damage to the Access Drive caused by a Lot Owner or its agents, employees, servants or invitees shall be repaired at the cost of such Lot Owner. (a) Except as set forth in the first sentence of this Section 4, the Owner of the Lot 1 Access Drive Easement Area shall be responsible for all maintenance, repair and replacement of the Lot 1 Access Drive Easement Area. Except as set forth in the first sentence of this Section 4, the Owner of the Lot 2 Access Drive Easement Area shall be responsible for all maintenance, repair and replacement of the Lot 2 Access Drive Easement Area. (b) Each Owner shall maintain its respective portion of the Access Drive at all times in good and clean condition and repair in a quality and condition comparable with similar commercial developments in Platte or Clay County, Missouri. Such maintenance ("Maintenance") shall include, without limitation, the following: (i) Maintaining, repairing and resurfacing, when necessary, all paved surfaces of the respective Access Drive Easement Areas in a level, smooth and evenly covered condition with the type of surfacing material originally installed or such substitute as {P:/DOCS/1893/037/TITLE/00673965;4 } 3 shall in all respects be equal or superior in quality, use and durability; and restriping, when necessary. (ii) Removing all snow, papers, debris, filth and refuse and sweeping the area to the extent reasonably necessary to keep the Access Drive Easement Area in a clean and orderly condition. (iii) Maintaining, repairing and replacing, when necessary, all respective Access Drive Easement Area traffic directional signs, markers and lines, (iv) Operating, maintaining, repairing and replacing, when necessary, such artificial lighting facilities as shall be reasonably required along the respective Access Drive Easement Area. (v) Performing itself or contracting with a third party or parties to perform any of the services described herein. (c) During such time as a building has been constructed on only one of the Lots and only one Owner is using the Access Drive Easement Areas, the Owner of such developed Lot utilizing the Access Drive Easement Areas shall pay all costs of Maintenance whether on the Access Drive located on its Lot or on the portion of the Access Drive located on the adjacent Lot. Once a building is constructed on both Lots, all costs of maintenance and repair shall be as set out above in Section 4(a). (d) At no time shall the IDA or the City bear any responsibility for the Maintenance obligations described in this Section 4, and the owner of Lot 2 shall be the solely responsible for such Maintenance until such time as a sale or other transfer of Lot 2 is made by the City and/or the IDA as described in Section 3 above. Section 5. Right to Maintain the Access Drive. In the event any Owner fails to maintain the Access Drive Easement Area on its Lot (the "Defaulting Owner") in accordance with this Agreement, any other Owner may, upon thirty (30) days written notice to the Defaulting Owner, repair or maintain the Defaulting Owner's Access Drive Easement Area. Anything to the contrary in this Agreement notwithstanding, in the event that an emergency condition should exist because of the failure of a Defaulting Owner to perform any of its obligations in accordance with this Agreement, any other Owner may immediately repair such Owner's Access Drive Easement Area. For the purposes of the preceding sentence, the phrase "emergency condition" shall mean any condition constituting an immediate risk of injury to person or serious damage to property. In the event an Owner repairs the Defaulting Owner's Access Drive Easement Area, the Defaulting Owner, pursuant to this section shall, within thirty (30) days after being invoiced therefore, reimburse the paying Owner for the cost of the Defaulting Owner's Access Drive Maintenance costs incurred by the paying Owner in the repair of the Defaulting Owner's Access Drive Easement Area, including all expenses incurred for labor (including the reasonable costs of salaries and other costs or fringe benefits of persons actually employed by the paying Owner to perform such work), services, equipment, supplies and materials used in performing such obligations. In the event that the Defaulting Owner fails {P:/DOCS/1893/037/TITLE/00673965;4 } 4 to reimburse the paying Owner for such cost within such period of thirty (30) days, then such costs, together with interest from the date of delinquency at the lesser of (a) fifteen percent (15%) per annum, and (b) the maximum rate of interest allowed under the laws of the State of Missouri, and any and all other fees and other costs recoverable by the paying Owner hereunder in connection therewith, shall be a charge upon the Lot of the Defaulting Owner and shall be secured by a lien upon such Lot in favor of the paying Owner. The paying Owner may bring an action at law against the Defaulting Owner to enforce such personal obligation to reimburse the paying Owner for such costs, interest, and other fees and costs, or to foreclose the lien against such Lot. Section 6. Insurance. Each Owner shall obtain liability insurance to protect itself from the claims of other parties with regard to the use of the Access Drive in amounts deemed reasonable to protect themselves, and no Owner shall be obligated to include any other party as a named insured in such policies. Each Owner ("Indemnifying Party") shall indemnify the other Owners ("Indemnified Party") for all costs, expenses and damages sustained by the Indemnified Party as a result of the Indemnifying Party's failure to meet the Indemnifying Party's obligations under this Agreement. Section 7. Attorneys' Fees and Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach or default in connection with any of the provisions of the Agreement, the prevailing 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 the Lot 1 and the Lot 2, as applicable, and shall be binding upon Horizons Industrial and the IDA and their respective successors and assigns. Such easements, rights and restrictions shall inure to the benefit of the Horizons Industrial and the IDA, as applicable, and its respective tenants, customers, invitees, licensees, successors and assigns. Section 11. Notices. All notices, demands and requests required or permitted to be given under this Agreement must be in writing and shall be deemed to have been given as of the date such notice is (i) delivered to the party intended, (ii) delivered to the then designated address of the 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: {P:/DOCS/1893/037/TITLE/00673965;4 } 5 If to Horizons Industrial: Horizons Industrial III, LLC 6300 N. Revere, Suite 225 Kansas City, MO 64151 with a copy to: and a copy to: If to The IDA: with a copy to: Levy Craig Law Firm Attn: Scott Seitter 1301 Oak Street, Suite 225 Kansas City, Missouri 64105 Horizons Industrial III, LLC c/o The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attn: Real Estate Investment Department (JV 333660) The Industrial Development Authority of the City of Riverside, Missouri 2950 NW Vivion Road Riverside, Missouri 64150 The City of Riverside, Missouri Attn: City Administrator 2950 NW Vivion Road Riverside, Missouri 64150 Section 12. Amendments. This Agreement may be modified by written amendment executed by Horizons Industrial and the IDA and recorded in the Office of the Platte County, Missouri Recorder of Deeds. Section 13. Counterparts. This Agreement may be executed in multiple, separate counterparts. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] {P:/DOCS/1893/037/TITLE/00673965;4 } 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by authority duly given, as of the date first written above. Horizons Industrial III, LLC a Delaware limited liability company By: NorthPoint Holdings, LLC a Missouri limited liability company, a member Its: Manager By: Name: Nathaniel Hagedorn Title: Manager By: The Northwestern Mutual Life Insurance Company, a Wisconsin corporation, a member By: Northwestern Mutual Real Estate Investments, LLC, a Delaware limited liability company, its wholly-owned affiliated and and authorized representative By: Name: Its: Attest: Name: Its: STATE OF ) ) ss COUNTY OF ) On this day of October, 2012, before me appeared Nathaniel Hagedorn, to me personally known, who, being by me duly sworn, did say that he is the Manager of NorthPoint Holdings, LLC, a Missouri limited liability company, a member of Horizons Industrial III, LLC, a Delaware limited liability company, and that said instrument was signed and sealed in behalf of said limited liability company, and said Nathaniel Hagedorn acknowledged said instrument to be {P:/DOCS/1893/037/TITLE/00673965;4 } 7 executed for the purposes therein stated and as the free act and deed of said limited liability company. My commission expires: Notary Public STATE OF ) ) ss COUNTY OF ) On this day of October, 2012, before me appeared and , to me personally known, who being by me duly sworn did say and each for himself did say that the said is the Managing Director, and the said is the Assistant Secretary of Northwestern Mutual Real Estate Investments, LLC, on behalf of The Northwestern Mutual Life Insurance Company, a member of Horizons Industrial III, LLC, a Delaware limited liability company, and that said instrument was signed and sealed in behalf of said limited liability company, and the said and acknowledged said instrument to be the free act and deed of said limited liability company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year above written. My commission expires: {P:/DOCS/1893/037/TITLE/00673965;4 } Notary Public 8 ATTEST: STATE OF ) ) ss COUNTY OF ) The Industrial Development Authority of the City of Riverside, Missouri By: Name: Title: On this day of October, 2012, before me appeared , to me personally known, who, being by me duly sworn, did say that he is the of the Industrial Development Authority of the City of Riverside, Missouri and that said instrument was signed and sealed by authority of its , and said officers acknowledges said instrument to be executed for the purposes therein stated and as the free act and deed of said Industrial Development Authority of the City of Riverside, Missouri. My commission expires: {P:/DOCS/1893/037/TITLE/00673965;4 } Notary Public 9 1"=200' 0 100' 100' Exhibit A Lot 1 Access Easement rs T s R�F,T Se a w o �£ Lot 1 .� RIVERSIDE HORIZONS POINT OF INDUSTRIAL 111 EAST BEGINNING .4..,R`` East Line, in 0) '' eib Lot 1 ry i Lar 2 20' A,/E — 67 `S"' RIVERSIDE HORIZONS INDUSTRIAL III EAST Tract D, RIVERSIDE HORIZONS EAST FIRST PLAT A part of Lot 1, RIVERSIDE HORIZONS INDUSTRIAL 11I EAST, a subdivision in the City of Riverside, Platte County, Missouri, more particularly described as follows: Beginning at the Northeast corner of said Lot 1; thence South 21054'55" West, coincident with the Easterly line of said Lot 1, a distance of 494.19 feet to the Southeasterly corner of said Lot 1; thence North 68°05'05" West, coincident with the Southerly line of said Lot 1, a distance of 20.00 feet; thence departing said Southerly line, North 21°54'55" East, parallel with the Easterly line of said Lot 1, a distance of 494.19 feet to a point on the Northerly line of said Lot 1; thence South 68°05'05" East, coincident with said Northerly line, 20.00 feet to the Point of Beginning, containing 9,884 square feet, or 0.23 acres, more or less. Renaissance Infrastructure Consulting (RI'C) 11490 Strang Line Road 1 Lenexa, Kansas 66215 1 (913) 317-9500 1 www.renirfrasmucture.com {P:/DOCS/1893/037/TITLE/00673965;4 } 0 100' 200' Exhibit B Lot 2 Access Easement 411.5>, S i- Ree POINT OF BEGINNING Lot 1 RIVERSIDE HORIZONS INDUSTRIAL III EAST . Os ry West Line, Lot 2 S65bS' ke- 20' A/E �6j h 4' Lot 2 RIVERSIDE HORIZONS INDUSTRIAL 111 EAST RSio e4S7Fj S7R-<0,4v5 44T NSA. Riv£ 't4T ti part of Lot 2, RIVERSIDE HORIZONS INDUSTRIAL III EAST, a subdivision in the ('ity of Riverside, Platte County, Missouri, more particularly described as follows: Beginning at the Northwest corner of said Lot 2; thence South 68°05'05" East, coincident with the Northerly line of said Lot 2, a distance of 20.00 feet; thence departing said Northerly line, South 21°54'55" West, parallel with the Westerly line of said Lot 2, a distance of 494.19 feet to a point on the Southerly line of said Lot 2; thence North 68°05'05" West, coincident with said Southerly line, 20.00 feet to the Southwest corner of said Lot 2; thence North 21°54'55" East, coincident with the Westerly line of said Lot 2, a distance of 494.19 feet to the Point of Beginning, containing 9,884 square feet, or 0.23 acres, more or less. Renaissance Infrastructure Consulting (RIC) 11490 Strang Line Read 1 Lenexa, Kansas 66215 1 (913) 317.9500 1 www.reninfrasrrucrure.com {P:/DOCS/1893/037/TITLE/00673965;4 } IDA Resolution 2012-027 IDA RESOLUTION NO. 2012-027 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF AN ACCESS EASEMENT AGREEMENT BETWEEN LOT 1 IN RIVERSIDE HORIZONS INDUSTRIAL III EAST AND TRACT D OF RIVERSIDE HORIZONS EAST FIRST PLAT AND AUTHORIZING OTHER ACTIONS IN CONNECTION THEREWITH. Pursuant to the provisions of Chapter 349, RSMo., as amended, the Board of Directors of The Industrial Development Authority of the City of Riverside, Missouri (the "IDA"), hereby adopt this Resolution and direct that this Resolution be filed with the official IDA minutes: WHEREAS, the IDA desires to enter into an agreement with Horizons Industrial III, LLC to provide an Access Easement over a portion of Tract D of Riverside Horizons East First Plat owned by the IDA; NOW THEREFORE, BE IT RESOLVED, by the Board of Directors of the Industrial Development Authority of the City of Riverside, Missouri as follows: THAT the Access Easement Agreement between the IDA and Horizons Industrial III, LLC is hereby approved in substantially the form attached as Exhibit A and the President or Vice President are hereby authorized to enter into, execute and deliver and the Secretary or the Assistant Secretary are hereby authorized to attest, such document with such changes therein as shall be approved by the official of the IDA executing such document, such official's signature thereon being conclusive evidence of such official's approval and the IDA's approval thereof. FURTHER THAT the President, Vice -President, Secretary, Assistant Secretary and other appropriate officers and agents of the IDA are hereby authorized to take such further actions and execute such other documents as may be necessary or desirable to carry out and comply with the intent of this Resolution. FURTHER THAT this Resolution shall be in full force and effect from and after its adoption. ADOPTED THIS DAY OF , 2012. This Resolution was adopted at the meeting of the Board of Directors of the IDA duly called and held this date. Leland Finley, President (SEAL) ATTEST: Secretary IDA Resolution 2012-027 EXHIBIT A For recording purposes only: Title of Document: Date of Document: Grantor(s): Grantor(s) Mailing Address: Grantee(s): Grantee(s) Mailing Address: Legal Descriptions: and and Access Easement Agreement October , 2012 The Industrial Development Authority of the City of Riverside, Missouri 2950 NW Vivion Road, Riverside, Missouri 64150 Horizons Industrial III, LLC 6300 North Revere, Suite 225, Kansas City, MO 64151 Tract D of Riverside Horizons East First Plat, a subdivision in the City of 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 1 of Riverside Horizons Industrial III East, a subdivision in the City of Riverside, Platte County, Missouri, according to the recorded plat thereof, recorded October 1, 2012, as Document No. 2012014764, in Plat Book 21 at Page 22 See Exhibit A attached hereto Reference Book and Page(s): N/A PLEASE RETURN RECORDED DOCUMENT TO: City Administrator City of Riverside, Missouri 2950 NW Vivion Road Riverside, Missouri 64150 {P:/DOCS/1893/037/TITLE/00674020;5 } WA 3740678.1 ACCESS EASEMENT AGREEMENT THIS ACCESS EASEMENT AGREEMENT (this "Agreement") is made this day of October, 2012, by and between Horizons Industrial III, a Delaware limited liability company ("Horizons Industrial") and The Industrial Development Authority of the City of Riverside, Missouri (the "IDA") with an address of 2950 NW Vivion Road, Riverside, Missouri 64150 as both Grantor and Grantee of the easements and rights described herein. RECITALS: A. Horizons Industrial is the owner in fee simple of certain real property now legally described as Lot 1 of Riverside Horizons Industrial III East, a subdivision in the City of Riverside, Platte County, Missouri, according to the recorded plat thereof, recorded October 1, 2012, as Document No. 2012014764, in Plat Book 21 at Page 22 ("Lot 1"). B. IDA is the owner in fee simple of certain real property now legally described as Tract D of Riverside Horizons East First Plat, a subdivision in the City of 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 ("Tract D"), which plat designated Tract D for "canal, storm drainage, storm drainage detention, water features, trails, recreation and open spaces." C. Horizons Industrial and IDA desire to enter into this Agreement in order to provide access over Tract D for the benefit of Lot 1 in accordance with the terms and provisions set forth in this Agreement. D. In connection with the Lot 1 improvements, Horizons Industrial will be paving a portion of Tract D as legally described on Exhibit A (the "Tract D Access Easement"), and Horizons Industrial and its invitees will be using the Access Drive Easement Area for maneuvering of trucks as they enter the parking area of Lot 1. 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, the IDA 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) IDA, as the Owner of Tract D, hereby grants, declares and establishes to and for the benefit of Horizons Industrial, its successors and assigns, as an appurtenance to Lot 1, a perpetual, non-exclusive right and easement for pedestrian and vehicular ingress and egress in, to, upon, over and across the Access Drive Easement Area (the "Access Drive Easement"), to {P:/DOCS/1893/037/TITLE/00674020;5 } have and to hold such easement unto Horizons Industrial, its successors and assigns, subject, however, to the terms of this Agreement. (b) The IDA hereby agrees that Tract D shall be subject and subordinate to the Access Drive Easement established by this Access Easement Agreement. (c) No parking easements or rights are granted by this Agreement. No access, ingress or egress rights to any other portion of Tract D is granted hereby. (d) The intent of this Section 2 is to allow the free vehicular and pedestrian access over and across the Access Drive Easement Area. Accordingly, the owner of Lot 1 agrees that no building, wall or other structural barrier of any kind may be located upon the Access Drive Easement Area that restricts such access other than during periods of maintenance, repair or replacement. The owner of Lot 1 shall not allow vehicles or equipment to park or stand within the Access Drive Easement Area. (e) The owner of Tract D reserves the non-exclusive right to use such portions of the Access Drive Easement Area as are located on such owner's property for any purpose not inconsistent with the rights granted hereunder, including but not limited to the right to install subterranean utilities within the Access Drive Easement Area. The owner of Tract D shall provide fifteen (15) days advanced written notice about the intent to install subterranean utilities. Further, all such non-exclusive use of the Access Drive Easement Area by the owner of Tract D shall be done in such a manner as to limit and minimize interference with the use of the Access Drive Easement Area. Section 3. Grant of Access Easements for Construction. The IDA hereby grants to Horizons Industrial an easement for access in, to, upon, over and across Tract D for purposes of constructing, developing, paving, installing and maintaining from time to time the Access Drive Easement Area, it being the intent that Horizons Industrial may have access to Tract D to construct, develop, pave, install and maintain from time to time the Access Drive Easement Area. Section 4. Damage to and Maintenance of Access Drive. Horizons Industrial shall be solely responsible for all maintenance, repair and replacement of the Access Drive Easement Area. Horizons Industrial shall maintain its respective portion of the Access Drive Easement Area 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. {P:/DOCS/1893/037/TITLE/00674020;5 } 2 (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. Section 5. Insurance. Horizons Industrial shall obtain liability insurance to protect itself from the claims of other parties with regard to the use of the Access Drive Easement Area in amounts deemed reasonable to protect itself, but it shall not be obligated to include the IDA or the City of Riverside, Missouri ("City") as a named insured in such policies. Horizons Industrial ("Indemnifying Party") shall indemnify the IDA and the City ("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 6. 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 7. Private Agreement. This Agreement does not and shall not be construed to grant any rights to the public in general. Section 8. 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 9. Binding Effect. The easements, rights and restrictions granted herein shall be appurtenant to and shall run with the Tract D, and shall be binding upon Horizons Industrial and the IDA and their respective successors and assigns. Such easements, rights and restrictions shall inure to the benefit of the Horizons Industrial and the IDA, as applicable, and its respective tenants, customers, invitees, licensees, successors and assigns. Section 11. Notices. All notices, demands and requests required or permitted to be given under this Agreement must be in writing and shall be deemed to have been given as of the date such notice is (i) delivered to the party intended, (ii) delivered to the then designated address of the 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: {P:/DOCS/1893/037/TITLE/00674020;5 } 3 If to Horizons Industrial: with a copy to: and a copy to: If to The IDA: with a copy to: Section 12. Amendments. executed by the IDA and Horizons Missouri Recorder of Deeds. Section 13. Counterparts. counterparts. Horizons Industrial III, LLC 6300 North Revere, Suite 225 Kansas City, MO 64151 Levy Craig Law Firm Attn: Scott Seitter 1301 Oak Street, Suite 225 Kansas City, Missouri 64105 Horizons Industrial III, LLC c/o The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attn: Real Estate Investment Department (JV 333660) The Industrial Development Authority of the City of Riverside, Missouri 2950 NW Vivion Road Riverside, Missouri 64150 The City of Riverside, Missouri Attn: City Administrator 2950 NW Vivion Road Riverside, Missouri 64150 This Agreement may be modified by written amendment Industrial and recorded in the Office of the Platte County, This Agreement may be executed in multiple, separate [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW] {P:/DOCS/1893/037/TITLE/00674020;5 } 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by authority duly given, as of the date first written above. Horizons Industrial III, LLC a Delaware limited liability company By: NorthPoint Holdings, LLC a Missouri limited liability company, a member Its: Manager By: Name: Nathaniel Hagedorn Title: Manager By: The Northwestern Mutual Life Insurance Company, a Wisconsin corporation, a member By: Northwestern Mutual Real Estate Investments, LLC, a Delaware limited liability company, its wholly-owned affiliated and and authorized representative By: Name: Its: Attest: Name: Its: STATE OF ) ) ss COUNTY OF ) On this day of October, 2012, before me appeared Nathaniel Hagedorn, to me personally known, who, being by me duly sworn, did say that he is the Manager of NorthPoint Holdings, LLC, a Missouri limited liability company, a member of Horizons Industrial III, LLC, a Delaware limited liability company, and that said instrument was signed and sealed in behalf of said limited liability company, and said Nathaniel Hagedorn acknowledged said instrument to be {P:/DOCS/1893/037/TITLE/00674020;5 } 5 executed for the purposes therein stated and as the free act and deed of said limited liability company. My commission expires: STATE OF Notary Public COUNTY OF ) ss ) On this day of October, 2012, before me appeared and , to me personally known, who being by me duly sworn did say and each for himself did say that the said is the Managing Director, and the said is the Assistant Secretary of Northwestern Mutual Real Estate Investments, LLC, on behalf of The Northwestern Mutual Life Insurance Company, a member of Horizons Industrial III, LLC, a Delaware limited liability company, and that said instrument was signed and sealed in behalf of said limited liability company, and the said and acknowledged said instrument to be the free act and deed of said limited liability company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year above written. My commission expires: {P:/DOCS/1893/037/TITLE/00674020;5 } Notary Public 6 ATTEST: STATE OF ) ) ss COUNTY OF ) The Industrial Development Authority of the City of Riverside, Missouri By: Name: Title: On this day of October, 2012, before me appeared , to me personally known, who, being by me duly sworn, did say that he is the of the Industrial Development Authority of the City of Riverside, Missouri and that said instrument was signed and sealed by authority of its , and said officers acknowledges said instrument to be executed for the purposes therein stated and as the free act and deed of said Industrial Development Authority of the City of Riverside, Missouri. My commission expires: {P:/DOCS/1893/037/TITLE/00674020;5 } Notary Public 7 0 100' POINT OF BEGINNING 200' Exhibit A Tract D Access Easement Lot 1 RIVERSIDE HORIZONS INDUSTRIAL III EAST 51 S Ts T NO036'03"W 10.63' 10' Alf R/kers 4 c( /qP 4se A.); -;46'1;e0,7 613 lbs5 , Lot 2 RIVERSIDE HORIZONS f INDUSTRIAL 111 EAST Har f� 1 Traaf A part of Tract D, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in the City of Riverside, Platte County, Missouri, more particularly described as follows: Beginning at the Northwest corner of said Tract D; thence South 68°05'05" East, coincident with the Northerly line of said Tract D, 647.92 feet; thence departing said Northerly line, South 21°54'55" West, 10.00 feet; thence North 68°05'05" West, parallel with the Northerly line of said Tract 0, 643.78 feet to a point on the West line of said Tract D; thence North 00°36'03" West, coincident with said West line, 10.83 feet to the Point of Beginning, containing 6,455 square feet, or 0.15 acres, more or less. Irtit4 Renaissance Infrastructure nsulting (RI•C) 11490 Strang Line Road 1 Lenexa. Kansas 66215 1 (913) 317-9500 1 www.reninfrasmicrure.cc,m {P:/DOCS/1893/037/TITLE/00674020;5 }