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HomeMy WebLinkAbout2012-04-24 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 5:30 p.m. on Tuesday, April 14, 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: April 10, 2012 4. NEW BUSINESS A. RESOLUTION 2012-007: A Resolution Authorizing the Execution and Delivery of a Cross Access Agreement Between Lot 4 and Lot 5 in Riverside Horizons East First Plat and Authorizing Other Actions in Connection Therewith. B. RESOLUTION 2012-011: A Resolution Authorizing the Execution and Delivery of a Cross Access Agreement Between Lot 1 and Lot 2 of the Replat of Lot 13 Riverside Horizons East First Plat and Authorizing Other Actions in Connection Therewith. C. RESOLUTION 2012-012: A Resolution the Sale and Transfer of Certain Property to the City of Riverside, Missouri; Direction UMB Bank, as Trustee, to Release Such Property from the Deed of Trust; and Authorizing Other Actions in Connection Therewith. 5. ADJOURNMENT Posted by: Sarah Wagner, Community Development Date: April 23, 2012 Time: 5:00 p.m. MINUTES REGULAR MEETING THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI Tuesday, April 10, 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 Pam Darata called the meeting to order at 6:00 p.m. Answering roll call were Pam Darata, Leland Finley, Harold Snoderley, and Cy Houston. Also present were Nancy Thompson, City Attorney, Mike Duffy, Director of Community Development, Sarah Wagner, Community Development and Brent Miles with Northpoint Development. Approval of Minutes from Leland Finley moved to approve the minutes from February 13, 2012. February 6, 2012 Resolution 2012-007: A Resolution authorizing the execution and delivery of a cross access agreement between Lot 4 and Lot 5 in Riverside Horizons East First Plat and authorizing other actions in connection therewith . Resolution 2012-008:A Resolution approving and authorizing execution of the replat of Lot 13, Riverside Horizons East First Plat. Resolution 2012-009: A Resolution authorizing an allocation of Levee District assessments attributable to Lot 13 Riverside Horizons East First Plat together with the execution and delivery of documents and actions relating thereto. Resolution 2012-010: A Cy Houston seconded and the motion passed 4-0. Nancy Thompson requested that the Industrial Development Authority table Resolution 2012-007 until the next meeting as there are still some changes that need to be made to the document. Harold Snoderley moved to table Resolution 2012-004 to the next meeting. Leland Finley seconded and the motion passed 4-0. Brent Miles gave a power point presentation regarding the replat and future development for the site. Pam Darata read Resolution 2012-008: A resolution approving and authorizing execution of the replat of Lot 13 Riverside Horizons East First Plat. Leland Finley moved to approve Resolution 2012-008. Harold Snoderley seconded and the motion passed 4-0. Nancy Thompson introduced Resolution 2012-009: A Resolution authorizing an allocation of Levee District assessments attributable to Lot 12 Riverside Horizons East First Plat together with the execution and delivery of documents and actions relating thereto. Nancy explained that with the replat of Lot 13 the levee allocations had to be refigured. Harold Snoderley moved to approve Resolution 2012-009. Cy Houston seconded and the motion passed 4-0. Nancy Thompson explained that the City is receiving CDBG funds from Resolution authorizing the the State to reconstruct Mattox Road. This Resolution is granting a execution and transfer of a temporary construction easement in connection with the construction of Mattox Road and authorizing other action in connection therewith. Adjournment temporary construction easement for that project form the IDA's property. Pam Darata read Resolution 2012-010: A Resolution authorizing the execution and transfer of a temporary construction easement in connection with the construction of Mattox Road and authorizing other actions in connection therewith. Harold Snoderley moved to approve Resolution 2012-010. Leland Finley seconded and the motion passed 4-0. Cy Houston moved to adjourn the meeting, seconded by Harold Snoderley. The motion passes 4-0 and the meeting was adjourned at 6:22 p.m. IDA Resolution 2012-007 IDA RESOLUTION NO. 2012-007 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A CROSS ACCESS AGREEMENT BETWEEN LOT4 AND LOT 5 IN 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 I, LLC to provide a Cross Access Easement over a portion of Lot 5 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 I, 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. Pamela J. Darata, President (SEAL) ATTEST: Secretary IDA Resolution 2012-007 EXHIBIT A For recording purposes only: Title of Document: Cross Access Easement Agreement Date of Document: April _, 2012 Grantor(s): Horizons Industrial I, LLC and The Industrial Development Authority of the City of Riverside, Missouri Grantee(s): Horizons Industrial I, 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 4 and 5, Riverside Horizons East First Plat, Riverside, Missouri {P:/DOCS/1893/004/TITLE/00617710;2} Reference Book and Page(s): N/A PLEASE RETURN RECORDED DOCUMENT TO: Scott Seitter Levy Craig Law Firm, P.C. 1301 Oak Street, Suite 500 Kansas City, Missouri 64106 CHAR2\1202836v4 {P:/DOCS/1893/004/TITLE/00617710;2}2 CROSS ACCESS AND EASEMENT AGREEMENT THIS CROSS ACCESS EASEMENT AGREEMENT (this "Agreement") is made this day of April, 2012, by and between Horizons Industrial I, 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 4 of Riverside Horizons East First Plat ("Lot 4"). B. The IDA is the owner in fee simple of certain real property now legally described as Lot 5 of Riverside Horizons East First Plat ("Lot 5"). C. Horizons Industrial and the IDA desire to enter into this Agreement in order to provide for mutual access for the benefit of Lot 4 and Lot 5 in accordance with the terms and provisions set forth in this Agreement with respect to Lots 4 and 5, Riverside Horizons East First Plat (the "Plat"). D. Lot 4 and Lot 5 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 4 Improvements, Horizons Industrial will be paving not only a portion of Lot 4 as legally described on Exhibit A (the "Lot 4 Access Drive Easement Area") but also a portion of the Lot 5 as legally described on Exhibit B (the "Lot 5 Access Drive Easement Area"), and Horizons Industrial and its invitees will be using the Lot 5 Access Drive Easement Area for maneuvering of trucks as they enter the parking area of Lot 4. {P;/DOCS/1893/004/TITLE/00617710;2 } 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, Horizons Industrial grants as follows: Section 1. herein by reference. Recitals. The recitals set forth above are true and correct and are incorporated Section 2. Grant of Access Easements. (a) Horizons Industrial as the Owner of Lot 4, hereby grants, declares and establishes to and for the benefit of IDA its successors and assigns, as an appurtenance to Lot 5, a perpetual, non-exclusive right and easement for pedestrian and vehicular ingress and egress in, to, upon, over and across the Lot 4 Access Drive Easement Area, to have and to hold such easement unto the IDA, its successors and assigns, subject, however, to the terms of this Agreement. (b) The IDA, as the Owner of Lot 5, hereby grants, declares and establishes to and for the benefit of Horizons Industrial, its successors and assigns, as an appurtenance to Lot 4, a perpetual, non- exclusive right and easement for pedestrian and vehicular ingress and egress in, to, upon, over and across the Lot 5 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 4 Access Drive Easement Area and the Lot 5 Access Drive Easement Area will be collectively referred to herein as the "Access Drive" or the "Access Drive Easement Areas". (c) Horizons Industrial, as the owner of Lot 4 and the IDA as the owner of Lot 5, hereby grants, declares and establishes to and for the benefit of Horizons Industrial and the IDA, and their successors and assigns, for the benefit of each of Lot 4 and Lot 5 and burdening each of Lot 4 and Lot 5 perpetual, non- exclusive rights of access for vehicular and pedestrian traffic across the Lots over only those the portions of Lots 4 and 5 that are designed and constructed for pedestrian and vehicular passage way and are generally open for such usage to allow access to Lot 4 and Lot 5 at those points which are from time to time open for pedestrian and vehicular access, ingress and egress between and across the Lots. No parking easements or rights are granted by this Agreement. No access, ingress or egress rights to any building or other improvements or structure constructed on a Lot is granted hereby. (d) The Owner of each of Lot 4 and/or Lot 5, may modify, restrict, alter or change any driveways providing access, ingress or egress on, over or across Lot 4 and Lot 5 without first obtaining the prior written consent of the owner of the other tract, provided that nothing shall allow either the {P:/DOCS/1893/004/TITLE/00617710;2 } 2 Owner of Lot 4 or Lot 5 to alter their respective portions of the Access Drive without the consent of the other. (e) The intent of this Section 2 is to allow the free vehicular and pedestrian access over and across the Access Drive from 415T and 43rd Street (as shown on the Plat) to and from Lot 4 and Lot 5. 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. (f) Each Owner reserves the non-exclusive right to use such portions of the Access Drive as are located on such Owner's property for any purpose not inconsistent with the rights granted to the other Owners hereunder, including but not limited to the right to install subterranean utilities within the Access Drive. Each Owner shall provide fifteen (15) days advanced written notice to the non -installing Owner(s) about the intent of Owner to install subterranean utilities. Further, all such non-exclusive use of the Access Drive shall be done in such a manner as to limit and minimize interference with the use of the Access Drive by the non -installing Owner(s), and further the Owner performing any such work shall be responsible for all actual direct and indirect costs, expenses and losses associated with said installations, including but not limited to non -installing Owner's utility interruptions and landscaping disturbances, and further any damage to any non -installing Owner's property shall be promptly repaired at the sole cost and expense of the Owner performing any such work. Section 3. Grant of Access Easements for Construction. Each Owner hereby grants to the other Owner (the "Constructing Owner") an easement for access to the Access Drive Area on its Lot for purposes of constructing, developing, paving, installing and maintaining the Access Drive prior to buildings being constructed on both Lots, it being the intent of the Owners that the Constructing Owner may construct, develop, pave, install and maintain the Access 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 4 Access Drive Easement Area, upon any sale or other transfer of Lot 4, and in the case of such construction on the Lot 5 Access Drive Easement Area, upon any sale or other transfer of Lot 5 by the IDA to a third party other than Horizons Industrial, or, if the IDA first transfers Lot 5 to Horizons Industrial, upon any sale or other transfer of Lot 5 by Horizons Industrial to a third party, and such costs and expenses, and any and all other fees and other costs recoverable by the paying {P:/DOCS/1893/004/TITLE/00617710;2 } 3 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 4 Access Drive Easement Area shall be responsible for all maintenance, repair and replacement of the Lot 4 Access Drive Easement Area. Except as set forth in the first sentence of this Section 4, the Owner of the Lot 5 Access Drive Easement Area shall be responsible for all maintenance, repair and replacement of the Lot 5 Access Drive Easement Area. (b) Each Owner shall maintain its respective portion of the Access Drive at all times in good and clean condition and repair in a quality and condition comparable with similar commercial developments in Platte or Clay County, Missouri. Such maintenance ("Maintenance") shall include, without limitation, the following: (i) Maintaining, repairing and resurfacing, when necessary, all paved surfaces of the respective Access Drive Easement Areas in a level, smooth and evenly covered condition with the type of surfacing material originally installed or such substitute as shall in all respects be equal or superior in quality, use and durability; and restriping, when necessary. (ii) Removing all snow, papers, debris, filth and refuse and sweeping the area to the extent reasonably necessary to keep the Access Drive Easement Area in a clean and orderly condition. (iii) Maintaining, repairing and replacing, when necessary, all respective Access Drive Easement Area traffic directional signs, markers and lines, (iv) Operating, maintaining, repairing and replacing, when necessary, such artificial lighting facilities as shall be reasonably required along the respective Access Drive Easement Area. (v) Performing itself or contracting with a third party or parties to perform any of the services described herein. {P;/DOCS/1893/004/TITLE/00617710;2 } 4 (c) During such time as a building has been constructed on only one of the Lots and only one Owner is using the Access Drive Easement Areas, the Owner of such developed Lot utilizing the Access Drive Easement Areas shall pay all costs of Maintenance whether on the Access Drive located on its Lot or on the portion of the Access Drive located on the adjacent Lot. Once a building is constructed on both Lots, all costs of maintenance and repair shall be as set out above in Section 4(a). Section 5. Right to Maintain the Access Drive. In the event any Owner fails to maintain the Access Drive Easement Area on its Lot (the "Defaulting Owner") in accordance with this Agreement, any other Owner may, upon thirty (30) days written notice to the Defaulting Owner, repair or maintain the Defaulting Owner's Access Drive Easement Area. Anything to the contrary in this Agreement notwithstanding, in the event that an emergency condition should exist because of the failure of a Defaulting Owner to perform any of its obligations in accordance with this Agreement, any other Owner may immediately repair such Owner's Access Drive Easement Area. For the purposes of the preceding sentence, the phrase "emergency condition" shall mean any condition constituting an immediate risk of injury to person or serious damage to property. In the event an Owner repairs the Defaulting Owner's Access Drive Easement Area, the Defaulting Owner, pursuant to this section shall, within thirty (30) days after being invoiced therefore, reimburse the paying Owner for the cost of the Defaulting Owner's Access Drive Maintenance costs incurred by the paying Owner in the repair of the Defaulting Owner's Access Drive Easement Area, including all expenses incurred for labor (including the reasonable costs of salaries and other costs or fringe benefits of persons actually employed by the paying Owner to perform such work), services, equipment, supplies and materials used in performing such obligations. In the event that the Defaulting Owner fails to reimburse the paying Owner for such cost within such period of thirty (30) days, then such costs, together with interest from the date of delinquency at the lesser of (a) fifteen percent (15%) per annum, and (b) the maximum rate of interest allowed under the laws of the State of Missouri, and any and all other fees and other costs recoverable by the paying Owner hereunder in connection therewith, shall be a charge upon the Lot of the Defaulting Owner and shall be secured by a lien upon such Lot in favor of the paying Owner, and the paying Owner may bring an action at law against the Defaulting Owner to enforce such personal obligation to reimburse the paying Owner for such costs, interest, and other fees and costs, or to foreclose the lien against such Lot. Section 6. Insurance. Each Owner shall obtain liability insurance to protect itself from the claims of other parties with regard to the use of the Access Drive in amounts deemed reasonable to protect themselves, and no Owner shall be obligated to include any other party as a named insured in such policies. Each Owner ("Indemnifying Party") shall indemnify the other Owners ("Indemnified Party") for all costs, expenses and damages sustained by the Indemnified Party as a result of the Indemnifying Party's failure to meet the Indemnifying Party's obligations under this Agreement. Section 7. Attorneys' Fees and Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach or default in connection with any of the provisions of the Agreement, the prevailing party or parties shall be entitled to recover {P;/DOCS/1893/004/TITLE/00617710;2 } 5 reasonable paralegal and attorneys' fees and other costs incurred in that action or proceeding, including those related to appeals in addition to any other relief to which it or they may be entitled. Section 8. Private Agreement. This Agreement does not and shall not be construed to grant any rights to the public in general. Section 9. Enforcement. Each party agrees to use all reasonable efforts to enforce the easements, rights and restrictions herein against its tenants, customers, licensees, guests and invitees, as applicable. Section 10. Binding Effect. The easements, rights and restrictions granted herein shall be appurtenant to and shall run with Lot 4 and Lot 5, 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 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/1893/004/TITLE/00617710;2 } 6 with a copy to: and a copy to: {P:/DOCS/1893/004/TITLE/00617710;2 } Horizons Industrial I, LLC 6300 N Revere, Suite 225 Kansas City, MO 64151 Scott Seitter Levy Craig Law Firm 1301 Oak Street, Suite 500 Kansas City, MO 64105 Horizons Industrial, LLC c/o The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attn: Real Estate Investment Department (JV 333625) The Industrial Development Authority of the City of Riverside, Missouri 2950 NW Vivion Road Riverside, Missouri 64150 7 with a copy to: White Goss Bowers March Schulte & Weisenfels a Professional Corporation 4510 Belleview Avenue, Suite 300 Kansas City, Missouri 64111 Attn: James C. Bowers, Jr. Section 12. Counterparts. This Agreement may be executed in multiple, separate counterparts. {P:/DOCS/1893/004/TITLE/00617710;2} [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by authority duly given, as of the date first written above. Horizons Industrial I, LLC, a Delaware limited liability company By: NorthPoint Holdings, LLC, a Missouri limited liability company, a member By: Nathaniel Hagedorn Its 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 affiliate and authorized representative By: Its Managing Director Attest: {P:/DOCS/ 1893/004/TITLE/00617710;2 } (corporate seal) Its Assistant Secretary ATTEST: {P:/DOCS/1893/004/TITLE/00617710;2} The Industrial Development Authority of the City of Riverside, Missouri By: Name: Title: STATE OF COUNTY OF ) ss On this day of April, 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 member of Horizons Industrial I, LLC, and that said instrument was signed and sealed in behalf of said limited liability company, and the said Nathaniel Hagedorn acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said limited liability company. , Notary Public My commission expires: STATE OF WISCONSIN )ss. COUNTY OF MILWAUKEE On this day of April, 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 I, 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. {P;/DOCS/1893/004/TITLE/00617710;2} My term expires: , Notary Public {P;/DOCS/1893/004/TITLE/00617710;2} STATE OF COUNTY OF ) ss On this day of April, 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. Notary Public My commission expires: {P:/DOCS/1893/004/TITLE/00617710;2 } EXHIBIT A Lot 4 Access Drive Easement Area All that part of Lot 4, Riverside Horizons East First plat, a subdivision lying in the South half of Section 5 and the North half of Fractional Section 8, Township 50 North, Range 33 West, in the City of Riverside, Platte County, Missouri, described as follows: COMMENCING at the Northwest corner of the Southwest Quarter of Section 5, Township 50 North, Range 33 West; thence South 0 degrees 28 minutes 55 seconds West along the West line of the Southwest Quarter of said Section 5 a distance of 1488.35 feet to a point; thence South 89 degrees 31 minutes 05 seconds East a distance of 1930.67 feet to the Northeast corner of Lot 4, Riverside Horizons East First Plat, the POINT OF BEGINNING; thence South 21 degrees 54 minutes 55 seconds West along the East line of said Lot 4 a distance of 871.79 feet to the Southeast corner thereof; thence North 68 degrees 05 minutes 05 seconds West along the South line of said Lot 4 a distance of 35.00 feet to a point; thence North 21 degrees 54 minutes 55 seconds East a distance of 871.79 feet to a point on the North line of said Lot 4; thence South 68 degrees 05 minutes 05 seconds East along the North line of said Lot 4 a distance of 35.00 feet to a point; the POINT OF BEGINNING, and containing 30,513 Square Feet or 0.700 Acres, more or less. {P:/DOCS/1893/004/TITLE/00617710;2 } S R r- • t ' Ruin! mf Cam.m.cwyi 9.c A e +41, fi.Y/.. Si. 1.W P. Ow. TY. rh�� Pane Ccr-�!aS 1 evens sRmal S L4 Yi..+ 1i1 MU* 4904* LRA+' ". j M A..4. d4H f li i r - 260- IV!'TrY9Z WA}O.i'F - f i i'FlRW A.A. i MAIM& Ilicime1 But $' ipmptII KuN Al A i 1.b. / FS. rt•Wcw. } id / L w l Let 4 s.1.OW. W4 4 Yo-. .ar33,14'N F Ilkekr a em' SCALE 4.1 FET 28.' Pixies Easement OkOL5SON _ '^'- aaawr. we FATE ikiSted. PEN 66-3,1. {P:/DOCS/1893/004/TITLE/00617710;21 EXHIBIT B Lot 5 Access Drive Easement Area All that part of Lot 5, Riverside Horizons East First plat, a subdivision lying in the South half of Section 5 and the North half of Fractional Section 8, Township 50 North, Range 33 West, in the City of Riverside, Platte County, Missouri, described as follows: COMMENCING at the Northwest corner of the Southwest Quarter of Section 5, Township 50 North, Range 33 West; thence South 0 degrees 28 minutes 55 seconds West along the West line of the Southwest Quarter of said Section 5 a distance of 1488.35 feet to a point; thence South 89 degrees 31 minutes 05 seconds East a distance of 1930.67 feet to the Northwest corner of Lot 5, Riverside Horizons East First Plat, the POINT OF BEGINNING; thence South 68 degrees 05 minutes 05 seconds East along the North line of said Lot 5 a distance of 35.00 feet to a point; thence South 21 degrees 54 minutes 55 seconds West a distance of 871.79 feet to a point on the South line of said Lot 5; thence North 68 degrees 05 minutes 05 seconds West along the South line of said Lot 5 a distance of 35.00 feet to the Southwest corner thereof; thence North 21 degrees 54 minutes 55 seconds East along the West line of said Lot 5 a distance of 871.79 feet to the POINT OF BEGINNING, and containing 30,513 Square Feet or 0.700 Acres, more or less. {P:/DOCS/1893/004/TITLE/00617710;21 0 { at Ceateseretes mkt £rt !eK 1" Lc. i 'I .. .. 1 kr !e'nn'^alnih 11 roa D+ +u.,+ra awl N 14 240 1410' 'KALE RI FEET .140.1:01,1) glw1lle PFLWONIV. eY 1.01 WM.; gra+++ r 35' Avis* EaSCrnent 4iFd+,e.� a {P:/DOCS/1893/004/TITLE/00617710;2 } IDA Resolution 2012-011 IDA RESOLUTION NO. 2012-011 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A CROSS ACCESS EASEMENT BETWEEN LOT 1 AND LOT 2 OF THE REPLAT OF LOT 13 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 provide a Cross Access Easement over a portion of Lots 1 and 2 of the Replat of Lot 13 Riverside Horizons East First Plat owned by the IDA to provide certain cross access rights and obligations of subsequent owners of such tracts; 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 Easement between Lots 1 and 2 of the Replat of Lot 13 Riverside Horizons East First Plat 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. Pamela J. Darata, President (SEAL) ATTEST: Secretary IDA Resolution 2012-011 EXHIBIT A [to be provided by Spencer Fane prior to meeting] IDA Resolution 2012-012 IDA RESOLUTION NO. 2012-012 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. 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 IDA has an interest in the Mortgaged Property legally described in Exhibit A attached hereto; not WHEREAS, the City has, pursuant to Resolution R-2012-049, 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 to the City upon compliance with the terms and conditions of the Financing Agreement, the legal description of such property being: Lot 1 of the Replat of Lot 13 Riverside Horizons East First Plat a Subdivision in the City of Riverside, Platte County, Missouri (the "Property"); 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 the City at the price of $.50 per square foot is hereby approved. There are 184,170 +/- square feet within the Property making the purchase price of the Property $92,085.00 (the "Sales Price"). 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 A 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 changes therein as shall be approved by the official of the IDA executing such document, such IDA Resolution 2012-012 official's signature thereon being conclusive evidence of his approval and the IDA's approval thereof. Section 3. The IDA hereby requests and directs that UMB Bank, as Trustee, upon receipt of the sales price cause the release of the Property from the lien of the Deed of Trust. 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. Pamela J. Darata, President (SEAL) ATTEST: Secretary IDA Resolution 2012-012 EXHIBIT A FORM OF CONVEYANCE SPECIAL WARRANTY DEED THIS INDENTURE is made as of xxxxx , 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 CITY OF RIVERSIDE, MISSOURI, a fourth class city organized and existing under the laws of the state of Missouri, as grantee ("Grantee"), with mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150. 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 1 of the REPLAT OF LOT 13 OF RIVERSIDE HORIZONS EAST FIRST PLAT, 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 Pamela J. Darata, President ACKNOWLEDGEMENT STATE OF MISSOURI ) SS COUNTY OF PLATTE ) IDA Resolution 2012-012 ON THIS day of , 2012, before me, the undersigned, a Notary Public in and for said County and state, personally appeared Pamela J. Darata, to me personally known, who being by me duly sworn, did say that she 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: 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 Legal: Lot 1 of the Replat of Lot 13, Riverside Horizons East First Plat, a subdivision in the City of Riverside, Platte County, Missouri Reference: BK1103PG315 BK1111PG854 Return Recorded Document to: City of Riverside Attn: Sarah Wagner 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"). 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 to the City 184,170 square feet of the Mortgaged Property, the legal description of such property being All of Lot 1 of the REPLAT OF LOT 13 RIVERSIDE HORIZONS EAST FIRST PLAT ("Released Property") and Mortgagor, pursuant to a Special Warranty Deed, has sold and transferred all right, title and interest in the Released Property to the City. 2 E. The City has pad to Mortgagee the sales price of $.50 per square feet for the Released Property. 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 as follows: All of Lot 1 of the REPLAT OF LOT 13 OF RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in the City of Riverside, Platte County, Missouri. 2. 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. 3. 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. 4. 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: Brent W. Keep 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 Brent W. Keep, who being before me duly sworn did say that he 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 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: The City of Riverside, Missouri 2950 NW Vivion Road, Riverside, MO 64150 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 CITY OF RIVERSIDE, MISSOURI, a fourth class city organized and existing under the laws of the state of Missouri, as grantee ("Grantee"), with mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150. 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 1 of the REPLAT OF LOT 13 OF RIVERSIDE HORIZONS EAST FIRST PLAT, 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: Pamela J. Darata, 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 Pamela J. Darata, to me personally known, who being by me duly sworn, did say that she 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: RESOLUTION NO. 2012-049 A RESOLUTION AUTHORIZING THE PURCHASE OF LOT 1 OF THE REPLAT OF LOT 13 RIVERSIDE HORIZONS EAST FIRST PLAT FROM THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI; AUTHORIZING AND DIRECTING THE IDA TO TRANSFER AND SELL SUCH PROPERTY TO THE CITY; AND AUTHORIZING OTHER DOCUMENTS AND ACTIONS RELATED THERETO WHEREAS, The Industrial Development Authority of the City of Riverside, Missouri (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, the IDA, and UM B Bank, N.A.; entered into that certain Financing and Cooperation Agreem ent dated as of May 1, 2007 relating to the Bonds (the "Financing Agreement"); and WHEREAS, the Financing Agreement requires that the IDA, upon direction of the City, transfer and sell the Mortgaged Property, as defined in the Financing Agreement, in whole or in part, in one or more transactions; and WHEREAS, the City and Briarcliff Realty, LLC entered into that certain Master Development Agreement (the "MDA") on May 10, 2011 which provides for the terms and conditions upon which Briarcliff Realty may purchase a portion of the Mortgaged Property from the City; and WHEREAS, Briarcliff Realty assigned its rights and obligations under the MDA to Briarcliff Horizons, LLC, an affiliated entity of Briarcliff Realty pursuant to Section 12.5(b) of the MDA; and WHEREAS, on or about February 13, 2012 Briarcliff Horizons, LLC filed articles of amendment with the Missouri Secretary of State changing its name to Riverside Horizons, LLC; and WHEREAS, on or about April 11, 2012 Riverside Horizons, LLC provided the City with a Closing Notice pursuant to Sect ion 7.5(a) of the M DA stating its notice of intent to purchase certain property in the Briarcliff Horizons Site in order to construct a project on portion of the Mortgaged Property, a copy of which is attached hereto as Exhibit A (the "Closing N otice"); and WHEREAS, the project is anticipated to contribute towards increased activity and revenues under the L-385 Levee Redevelopment Plan, as amended (the "TIF Plan"), and other economic development within the City; and WHEREAS, the City finds that it is necessary and in the best interests of the City, in order to further the objectives of the TIF Plan and the objectives of industrial and econom is development for the City, to authorize sale of the Sale Property as provided herein for the sum of $.50 per square foot; and WHEREAS, in order to accommodate the project, the City desires to authorize and direct the IDA to sell a certain portion of the Mortgaged Property, the legal description of which is described on Exhibit B (the "Sale Property") to the City pursuant to the Special Warranty Deed, the form of which is attached as Exhibit C; and RESOLUTION NO. 2012-049 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: THAT the Board of Aldermen hereby find and determine that it is in the best interest of the City, in order to further the objectives of the TIF Plan, the objectives of industrial and economic development of the City, and the terms and conditions of the MDA that the IDA sell the Sale Property to the City; FURTHER THAT the purchase of the Sale Property by the City from the IDA at the price of $.50 per square foot is hereby approved. There are 184,170 square feet within the Sale Property making the purchase price of the Sale Property $92,085 (the "Sale Price"); FURTHER THAT the City Finance Officer is authorized and directed to pay to UMB Bank N.A., Trustee of the Bonds, the amount of $92,085 for the Sale Property, which funds shall be deposited by the Trustee into the Special Redemption Account; FURTHER THAT the IDA is directed to enter into and execute the S pedal Warranty Deed attached hereto as Exhibit C in favor of the City; FURTHER THAT the City shall, and the officers, agents, and employees of the City are hereby authorized and directed to, take such further action and execute and deliver such documents and instruments 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 passage and approval. PASSED AND ADOPTED by the Board sf Alde, en and APPROVED by the Mayor of the City of Riverside, Missouri, the &-n---day of f - i , 2012. AT Robin Litre Ci y Clerk Kathleen L. Rose, Mayor Approved as to Form: J rrr i �Tomps�' , Cit Attorney RESOLUTION NO. 2012-049 EXHIBIT B LEGAL DESCRIPTION OF PROPERTY All of Lot 1 of the REPLAT OF LOT 13 OF RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in the City of Riverside, Platte County, Missouri, subject to all easements and restrictions of record. RESOLUTION NO. 2012-049 EXHIBIT C FORM OF SPECIAL WARRANTY DEED IDA TO CITY 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 the CITY OF RIVERSIDE, MISSOURI, a fourth class municipality organized and existing under the laws of the state of Missouri, as grantee ("Grantee"), with mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150. WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other valuable cons ideration 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 assi gns, the lots, tracts or parcels of land, lying, being and situate in the County of Platte and State of Missouri as described as follows: All of Lot 1 of the REPLAT OF LOT 13 OF RIVERSIDE HORIZONS EAST FIRST PLAT, 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 s uccessors 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 presen is to be signed as of the day and year first above written. [SEAL] ATTEST: By: Secretary THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: Pamela J. Darata, President ACKNOWLEDGEMENT STATE OF MISSOURI ) )SS COUNTY OF PLATTE ) RESOLUTION NO. 2012-049 ON THIS day of , 2012, before me, the undersigned, a Notary Public in and for said County and state, personally appeared Pamela J. Darata to me personally known, who being by me duly sworn, did say that she 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: April 11, 2012 VIA FACSIMILE (816) 746-8349. HAND DELIVERY AND US MAIL City of Riverside City Hall 2950 NW Vivian Road Riverside, Missouri 64150 Attn: City Administrator RIVERSIDE HORIZONS, LLC 6300 N REVERE, SUITE 225 KANSAS CITY, MISSOURI 64151 VIA FACSIMILE (816) 746-8349, HAND DELIVERY AND US MAIL City of Riverside City Hall 2950 NW Vivian Road Riverside, Missouri 64150 Attn: City Attorney Re: Notice of Intent to Purchase Certain Property in the Briarcliff Horizons Site Ladies and Gentlemen: The City of Riverside, Missouri (the "City") and Briarcliff Realty, LLC entered into that certain Master Development Agreement (the "MDA") on May 10, 2011. Thereafter, with the City's consent, Briarcliff Realty, LLC assigned its rights and obligations under the MDA to Briarcliff Horizons, LLC, an affiliated entity of Briarcliff Realty, LLC. By Amendment to its Articles of Organization filed February 24, 2012, Briarcliff Horizons, LLC changed its name to Riverside Horizons, LLC (the "Developer"). The MDA provides the Developer with certain vested rights to purchase, from time to time, all or a portion of the property within the area of land delineated by the MDA known as the "Briarcliff Horizons Site." The Developer now desires to purchase, pursuant to the terms and conditions contained in the MDA, a portion of the Briarcliff Horizons Site property depicted and described as Lot 1 of the Replat of Lot 13, Riverside Horizons East First Plat, prepared by Renaissance Infrastructure Consulting dated March 30, 2012 (the "Replat Survey") and enclosed herewith. The Purchase Price for the property shall be Ninety -Two Thousand Eighty Five Dollars ($92,085.00), which is based upon the MDA's purchase price of $0.50 per square foot and the property's square footage of 184,170 square feet as set forth in the Replat Survey. Therefore, pursuant to Section 7.5(a) of the MDA, the Developer hereby provides the City with the required thirty (30) day prior written notice of the Developer's intent to purchase the property described and depicted on Exhibit A hereto on May 15, 2012. The developing party will be Gallagher North America, Inc., a Texas corporation (or an affiliate thereof), an independent third party not affiliated with the Developer or any Developer Affiliate (as such term is defined under the MDA). Should you have any questions regarding this notice, please contact the undersigned at your earliest opportunity. Thank you. Enclosure: Replat Survey RIVERSIDE HORIZONS, LLC By: Nathaniel 1 Iagedo • antler 1PJ1Jocs11893(019100618368;1 )