HomeMy WebLinkAbout2012-01-23 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 6:00 p.m. on Monday, January 23, 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: December 12, 2011
4. NEW BUSINESS
A. RESOLUTION 2012-001: 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.
B. Horizons Update
5. ADJOURNMENT
Posted by: , ;D
Date:
Time:
MINUTES
REGULAR MEETING
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF RIVERSIDE, MISSOURI
Thursday, December 12, 2011
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 6:01 p.m. Answering roll call were Pam Darata, Wayne
Snyder, Harold Snoderley, and Cy Houston. Leland Finley was absent. Also present: Nancy Thompson, City
Attorney and Sarah Wagner Community Development.
Approval of Minutes from Wayne Snyder moved to approve the minutes from November 17, 2011.
November 17, 2011
Horizons Development
Update
Resolution 2011-011:
A resolution approving and
authorizing execution and
filing of a petition to establish
the Horizon Community
Improvement District
Resolution 2011-012:
A resolution approving and
authorizing execution and
filing of a petition to establish
the Horizons Transportation
Development District.
Adjournment
Cy Houston seconded and the motion passed 4-0.
Brent Miles with Briarcliff Reality gave the Board an update on the
progress of the Horizons Development. He showed a power point
presentation and answered questions from the Board.
Mike McKinley with Spencer Fane discussed Community Improvement
Districts and Transportation Development Districts with the Board.
Nancy Thompson introduced Resolution 2011-011: A resolution
approving and authorizing execution and filing of a petition to establish
the Horizons Community Improvement District.
Wayne Snyder moved to approve Resolution 2011-011, seconded by Cy
Houston. The motion passed 4-0.
Nancy Thompson introduces Resolution 2011-012: A resolution
approving and authorizing execution and filing of a petition to establish
the Horizons Transportation Development District.
Cy Houston moved to approve Resolution 2011-012, seconded by Wayne
Snyder. 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 6:38
p.m.
IDA Resolution 2012-001
IDA
RESOLUTION NO. 2012-001
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-2012-009, 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 attached as Exhibit A (the "Property"), to the City 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 the City
at the price of $.50 per square foot is hereby approved. There are 392,056 +/- square feet
within the Property making the purchase price of the Property $196,028.00 (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 B 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
official's signature thereon being conclusive evidence of his approval and the IDA's approval
thereof.
IDA Resolution 2012-001
Section 3. The Quit Claim Deed relinquishing any right, title and interest of the IDA in
the Property, once such Property is incorporated into the final plat of the Briarcliff Horizons Site
is hereby approved in substantially the form 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 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 4. 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 5. 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 2012-001
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
All that part of the Southwest Quarter of Section 5, 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
1305.07 feet to a point; thence South 89 degrees 31 minutes 05 seconds East a
distance of 1463.81 feet to the POINT OF BEGINNING; thence South 68 degrees 05
minutes 05 seconds East a distance of 501.55 feet to a point; thence South 21 degrees
54 minutes 55 seconds West a distance of 871.79 feet to a point; thence North 68
degrees 05 minutes 05 seconds West a distance of 404.00 feet to a point; thence North
21 degrees 54 minutes 55 seconds East a distance of 244.14 feet to a point; thence in a
Northeasterly direction along a curve to the left, having a radius of 522.00 feet, through
a central angle of 21 degrees 30 minutes 29 seconds, an arc distance of 195.95 feet to
a point; thence North 0 degrees 24 minutes 26 seconds East a distance of 105.19 feet
to a point; thence in a Northeasterly direction along a curve to the right, having a radius
of 325.00 feet, through a central angle of 21 degrees 30 minutes 30 seconds, an arc
distance of 122.00 feet to a point; thence North 21 degrees 54 minutes 56 seconds East
a distance of 219.24 feet to the POINT OF BEGINNING, CONTAINING 392,056
SQUARE FEET, MORE OR LESS. SUBJECT TO ALL EASEMENTS AND
RESTRICTIONS OF RECORD.
IDA Resolution 2012-001
EXHIBIT B
FORM OF CONVEYANCE
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 Tots, tracts or parcels of land, lying,
being and situate in the County of Platte and State of Missouri as described as follows:
All that part of the Southwest Quarter of Section 5, 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 1305.07 feet to a point; thence South
89 degrees 31 minutes 05 seconds East a distance of 1463.81 feet to the POINT OF BEGINNING;
thence South 68 degrees 05 minutes 05 seconds East a distance of 501.55 feet to a point; thence
South 21 degrees 54 minutes 55 seconds West a distance of 871.79 feet to a point; thence North
68 degrees 05 minutes 05 seconds West a distance of 404.00 feet to a point; thence North 21
degrees 54 minutes 55 seconds East a distance of 244.14 feet to a point; thence in a
Northeasterly direction along a curve to the left, having a radius of 522.00 feet, through a
central angle of 21 degrees 30 minutes 29 seconds, an arc distance of 195.95 feet to a point;
thence North 0 degrees 24 minutes 26 seconds East a distance of 105.19 feet to a point; thence
in a Northeasterly direction along a curve to the right, having a radius of 325.00 feet, through a
central angle of 21 degrees 30 minutes 30 seconds, an arc distance of 122.00 feet to a point;
thence North 21 degrees 54 minutes 56 seconds East a distance of 219.24 feet to the POINT OF
BEGINNING, CONTAINING 392,056 SQUARE FEET, MORE OR LESS. 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
IDA Resolution 2012-001
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: xxxxxxxxx
Sarah Wagner, Secretary
STATE OF MISSOURI
SS
COUNTY OF PLATTE
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF RIVERSIDE, MISSOURI
By: xxxxxxxxxxxxxxxxxx
Pamela J. Darata, President
ACKNOWLEDGEMENT
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:
IDA Resolution 2012-001
EXHIBIT C
FORM OF CONVEYANCE
QUIT CLAIM DEED
THIS INDENTURE, effective as of the day of , 2012, by and
between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE,
MISSOURI, a public corporation organized and existing under the laws of the State of Missouri,
Grantor, party of the first part, and THE CITY OF RIVERSIDE, MISSOURI, a fourth class city
organized and existing under the laws of the State of Missouri, Grantee, party of the second part
(mailing address of Grantee: 2950 NW Vivion Road, Riverside, Missouri 64150).
WITNESSETH, that the party of the first part, in consideration of the sum of TEN AND
NO/100 DOLLARS ($10.00), and other good and valuable consideration to it paid by the party of
the second part, the receipt and sufficiency of which is hereby acknowledged, does by these
presents REMISE, RELEASE, and FOREVER QUIT CLAIM unto the party of the second part,
the following described lots, tracts, or parcels of land lying, being, and situated in the County of
Platte, and State of Missouri to -wit:
All of Lot , , a subdivision in the City of
Riverside, Platte County, Missouri, subject to all easements and restrictions of record
together with the any improvements constructed or located thereon.
TO HAVE AND TO HOLD THE SAME, with all the rights, immunities, privileges, and
appurtenances thereto belonging, unto the party of the second part and unto its heirs and
assigns forever; so that neither the party of the first part nor its heirs or assigns, nor any other
person or persons, for whom or in whose name or behalf, will hereinafter claim or demand any
right or title to the described premises or any part thereof, but they and each of them shall, by
these presents, be excluded and forever barred.
IN WITNESS WHEREOF, The party of the first part 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
xxxxxxxxxxxxxxxx
By:
Pamela J. Darata, President
ATTEST:
xxxxxxxxxxxxxxxxxxx
By:
Sarah Wagner, Asst. Secretary
ACKNOWLEDGEMENT
STATE OF MISSOURI
SS
COUNTY OF PLATTE
IDA Resolution 2012-001
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
My Commission Expires:
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
QUITCLAIM DEED
THIS INDENTURE, effective as of the day of , 2012, by and
between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE,
MISSOURI, a public corporation organized and existing under the laws of the State of Missouri,
Grantor, party of the first part, and THE CITY OF RIVERSIDE, MISSOURI, a fourth class city
organized and existing under the laws of the State of Missouri, Grantee, party of the second part
(mailing address of Grantee: 2950 NW Vivion Road, Riverside, Missouri 64150).
WITNESSETH, that the party of the first part, in consideration of the sum of TEN AND
NO/100 DOLLARS ($10.00), and other good and valuable consideration to it paid by the party of
the second part, the receipt and sufficiency of which is hereby acknowledged, does by these
presents REMISE, RELEASE, and FOREVER QUIT CLAIM unto the party of the second part,
the following described lots, tracts, or parcels of land lying, being, and situated in the County of
Platte, and State of Missouri to -wit:
All of Lot , , a subdivision in the City of
Riverside, Platte County, Missouri, subject to all easements and restrictions of record
together with the any improvements constructed or located thereon.
TO HAVE AND TO HOLD THE SAME, with all the rights, immunities, privileges, and
appurtenances thereto belonging, unto the party of the second part and unto its heirs and
assigns forever; so that neither the party of the first part nor its heirs or assigns, nor any other
person or persons, for whom or in whose name or behalf, will hereinafter claim or demand any
right or title to the described premises or any part thereof, but they and each of them shall, by
these presents, be excluded and forever barred.
IN WITNESS WHEREOF, The party of the first part 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, Asst. 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
My Commission Expires:
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 Tots, tracts or parcels of land, lying,
being and situate in the County of Platte and State of Missouri as described as follows:
All that part of the Southwest Quarter of Section 5, 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
1305.07 feet to a point; thence South 89 degrees 31 minutes 05 seconds East a
distance of 1463.81 feet to the POINT OF BEGINNING; thence South 68 degrees 05
minutes 05 seconds East a distance of 501.55 feet to a point; thence South 21 degrees
54 minutes 55 seconds West a distance of 871.79 feet to a point; thence North 68
degrees 05 minutes 05 seconds West a distance of 404.00 feet to a point; thence North
21 degrees 54 minutes 55 seconds East a distance of 244.14 feet to a point; thence in a
Northeasterly direction along a curve to the left, having a radius of 522.00 feet, through a
central angle of 21 degrees 30 minutes 29 seconds, an arc distance of 195.95 feet to a
point; thence North 0 degrees 24 minutes 26 seconds East a distance of 105.19 feet to a
point; thence in a Northeasterly direction along a curve to the right, having a radius of
325.00 feet, through a central angle of 21 degrees 30 minutes 30 seconds, an arc
distance of 122.00 feet to a point; thence North 21 degrees 54 minutes 56 seconds East
a distance of 219.24 feet to the POINT OF BEGINNING, CONTAINING 392,056
SQUARE FEET, MORE OR LESS. 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:
Part of Lot , - See Exhibit A
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:
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 to the City 392,056 square feet of the
Mortgaged Property, the legal description of such property being set forth on Exhibit A
("Released Property") and Mortgagor, pursuant to a Special Warranty Deed, has sold and
transferred all right, title and interest in the Released Property to 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 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: 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
Exhibit A
LEGAL DESCRIPTION OF PROPERTY
All that part of the Southwest Quarter of Section 5, 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
1305.07 feet to a point; thence South 89 degrees 31 minutes 05 seconds East a
distance of 1463.81 feet to the POINT OF BEGINNING; thence South 68 degrees 05
minutes 05 seconds East a distance of 501.55 feet to a point; thence South 21 degrees
54 minutes 55 seconds West a distance of 871.79 feet to a point; thence North 68
degrees 05 minutes 05 seconds West a distance of 404.00 feet to a point; thence North
21 degrees 54 minutes 55 seconds East a distance of 244.14 feet to a point; thence in a
Northeasterly direction along a curve to the left, having a radius of 522.00 feet, through a
central angle of 21 degrees 30 minutes 29 seconds, an arc distance of 195.95 feet to a
point; thence North 0 degrees 24 minutes 26 seconds East a distance of 105.19 feet to a
point; thence in a Northeasterly direction along a curve to the right, having a radius of
325.00 feet, through a central angle of 21 degrees 30 minutes 30 seconds, an arc
distance of 122.00 feet to a point; thence North 21 degrees 54 minutes 56 seconds East
a distance of 219.24 feet to the POINT OF BEGINNING, CONTAINING 392,056
SQUARE FEET, MORE OR LESS. SUBJECT TO ALL EASEMENTS AND
RESTRICTIONS OF RECORD.
5
RESOLUTION NO. 2012-009
A RESOLUTION AUTHORIZING THE PURCHASE OF CERTAIN PROPERTY FROM THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI;
AUTHORIZING AND DIRECTING THE IDA TO TRANSFER AND SELL SUCH PROPERTY TO
THE CITY; AUTHORIZING THE SUBSEQUENT SALE AND TRANSFER OF SUCH PROPERTY
BY THE CITY TO HORIZONS INDUSTRIAL I, LLC; 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 LIMB Bank, N.A.; entered into that certain Financing
and Cooperation Agreement dated as of May 1, 2007 relating to the Bonds (the "Financing
Agreement"); and
WHEREAS, the Financing Agreement requires that the IDA, upon direction of the City,
transfer and sell the Mortgaged Property, as defined in the Financing Agreement, in whole or in
part, in one or more transactions; and
WHEREAS, 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 October 21, 2011 Briarcliff Horizons, LLC provided the City with a
Closing Notice pursuant to Section 7.5(a) of the MDA stating its notice of intent to purchase
certain property in the Briarcliff Horizons Site in order to construct a project on portion of the
Mortgaged Property, a copy of which is attached hereto as Exhibit A (the "Closing Notice"); and
WHEREAS, Horizons Industrial I, LLC is a Developer Affiliate of Briarcliff Horizons, LLC;
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 economic
development for the City, to authorize sale of the Sale Property from the IDA 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. 2012-009
WHERAS, the Board of Aldermen find it is in the best interest of the City to further
authorize the subsequent sale and transfer of the Sale Property by the City to Horizons Industrial
I, LLC pursuant to the Special Warranty Deed, the form of which is attached as Exhibit D•
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 and that the City subsequently sell the Sale Property to Horizons Industrial I,
LLC;
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 and the purchase price from the City to Horizons
Industrial I, LLC is also $.50 per square foot. There are 392,056 square feet within the Sale
Property making the purchase price of the Sale Property $196,028 (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 $196,028 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 Special Warranty Deed
attached hereto as Exhibit C in favor of the City;
FURTHER THAT representatives of the City are hereby authorized and directed to
execute the Special Warranty Deed attached hereto as Exhibit ID in favor of Horizons Industrial I,
LLC.;
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 b the Bo.. of Alderme and APPROVED by the Mayor of the
City of Riverside, Missouri, the J% day of.././. , L.Lia 2012.
•
ATTEST:
• • Rgtiiri Littrell, City Clerk
Kat leen L. Rose, yor
APIP 40;
as to Form:
O
o son, City
h Attorney
RESOLUTION NO. 2012-009
EXHIBIT B
LEGAL DESCRIPTION OF PROPERTY
All that part of the Southwest Quarter of Section 5, 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
1305.07 feet to a point; thence South 89 degrees 31 minutes 05 seconds East a
distance of 1463.81 feet to the POINT OF BEGINNING; thence South 68 degrees 05
minutes 05 seconds East a distance of 501.55 feet to a point; thence South 21 degrees
54 minutes 55 seconds West a distance of 871.79 feet to a point; thence North 68
degrees 05 minutes 05 seconds West a distance of 404.00 feet to a point; thence North
21 degrees 54 minutes 55 seconds East a distance of 244.14 feet to a point; thence in a
Northeasterly direction along a curve to the left, having a radius of 522.00 feet, through a
central angle of 21 degrees 30 minutes 29 seconds, an arc distance of 195.95 feet to a
point; thence North 0 degrees 24 minutes 26 seconds East a distance of 105.19 feet to a
point; thence in a Northeasterly direction along a curve to the right, having a radius of
325.00 feet, through a central angle of 21 degrees 30 minutes 30 seconds, an arc
distance of 122.00 feet to a point; thence North 21 degrees 54 minutes 56 seconds East
a distance of 219.24 feet to the POINT OF BEGINNING, CONTAINING 392,056
SQUARE FEET, MORE OR LESS. SUBJECT TO ALL EASEMENTS AND
RESTRICTIONS OF RECORD.
RESOLUTION NO. 2012-009
EXHIBIT C
FORM OF SPECIAL WARRANTY DEED
IDA TO CITY
THIS INDENTURE is made as of 2011 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 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 that part of the Southwest Quarter of Section 5, 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
1305.07 feet to a point; thence South 89 degrees 31 minutes 05 seconds East a
distance of 1463.81 feet to the POINT OF BEGINNING; thence South 68 degrees 05
minutes 05 seconds East a distance of 501.55 feet to a point; thence South 21 degrees
54 minutes 55 seconds West a distance of 871.79 feet to a point; thence North 68
degrees 05 minutes 05 seconds West a distance of 404.00 feet to a point; thence North
21 degrees 54 minutes 55 seconds East a distance of 244.14 feet to a point; thence in a
Northeasterly direction along a curve to the left, having a radius of 522.00 feet, through a
central angle of 21 degrees 30 minutes 29 seconds, an arc distance of 195.95 feet to a
point; thence North 0 degrees 24 minutes 26 seconds East a distance of 105.19 feet to a
point; thence in a Northeasterly direction along a curve to the right, having a radius of
325.00 feet, through a central angle of 21 degrees 30 minutes 30 seconds, an arc
distance of 122.00 feet to a point; thence North 21 degrees 54 minutes 56 seconds East
a distance of 219.24 feet to the POINT OF BEGINNING, CONTAINING 392,056
SQUARE FEET, MORE OR LESS. 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
RESOLUTION NO. 2012-009
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.
[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
ON THIS _day of 2011, 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.
(Seal)
My Commission Expires:
Notary Public Signature
Printed or Typed Name
RESOLUTION NO. 2012-009
EXHIBIT D
FORM OF SPECIAL WARRANTY DEED
CITY TO HORIZONS INDUSTRIAL I, LLC
THIS INDENTURE is made as of , 2011 by the CITY OF
RIVERSIDE, MISSOURI, a fourth class city 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 HORIZONS INDUSTRIAL I, LLC, a limited liability company organized and
existing under the laws of the state of Missouri, as grantee ("Grantee"), with mailing address of
4151 N. Mulberry Drive — Suite 205, Kansas City, Missouri 64116.
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 that part of the Southwest Quarter of Section 5, 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
1305.07 feet to a point; thence South 89 degrees 31 minutes 05 seconds East a
distance of 1463.81 feet to the POINT OF BEGINNING; thence South 68 degrees 05
minutes 05 seconds East a distance of 501,55 feet to a point; thence South 21 degrees
54 minutes 55 seconds West a distance of 871.79 feet to a point; thence North 68
degrees 05 minutes 05 seconds West a distance of 404.00 feet to a point; thence North
21 degrees 54 minutes 55 seconds East a distance of 244.14 feet to a point; thence in a
Northeasterly direction along a curve to the left, having a radius of 522.00 feet, through a
central angle of 21 degrees 30 minutes 29 seconds, an arc distance of 195.95 feet to a
point; thence North 0 degrees 24 minutes 26 seconds East a distance of 105.19 feet to a
point; thence in a Northeasterly direction along a curve to the right, having a radius of
325.00 feet, through a central angle of 21 degrees 30 minutes 30 seconds, an arc
distance of 122.00 feet to a point; thence North 21 degrees 54 minutes 56 seconds East
a distance of 219.24 feet to the POINT OF BEGINNING, CONTAINING 392,056
SQUARE FEET, MORE OR LESS. 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
RESOLUTION NO. 2012-009
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.
n `
• ATTEST.,.'
City Clerk
CITY OF RIVERSIDE, MISSOURI
By: &Luta/Y.
Kathleen L. Rose, Mayor
ACKNOWLEDGEMENT
STATE OF MISSOURI
SS
COUNTY OF PLATTE )
ON THIS day of 2011, before me, the undersigned, a Notary
Public in and for said County and state, personally appeared Kathleen L. Rose to me personally
known, who being by me duly sworn, did say that she is the Mayor of the City of Riverside,
Missouri, a municipal corporation duly organized and existing under the laws of the state of
Missouri, and that the seal affixed to the foregoing instrument is the seal of said municipality,
and that said instrument was signed and sealed in behalf of said municipality by free act and
deed of said municipality.
WITNESS my hand and official seal in the County and State aforesaid, the day and year
first above written.
(Seal)
My Commission Expires:
Notary Public Signature
Printed or Typed Name
BRIARCL1N1, HORIZONS, LLC
1300 N. W. BRIARCLIFF PARKWAY, SUITE 250
KANSAS CITY, MISSOURI 64)50
January 6, 2012
VIA FACSIMILE (8161746-8349,
HAND DELIVERY AND US MAIL
City of Riverside
City Hall
2950 NW Vivian Road
Riverside, Missouri 64150
Attn: City Administrator
VIA FACSIMILE (816%746-8349,
)4AND 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 (the "Developer"), an affiliated entity of Briarcliff Realty, LLC.
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
on the enclosed ALTA/ACSM Land Title Survey prepared by Olsson Associates. The Purchase
Price for the property shall be $196,028.00, which is based upon the MDA's purchase price of
$0.50 per square foot and the property's square footage of 392,056 square feet as set forth in the
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 February 15, 2012. The developing party will
be Horizons Industrial I, LLC, a Delaware limited liability company and joint venture between
Briarcliff Realty, LLC and The Northwestern Mutual Life Insurance Company.
Should you have any questions regarding this notice, please contact the undersigned at your
earliest opportunity. Thank you.
BRIARCLIFF HORIZONS LLC
By:
Enclosure: ALTAJACSM Land Title Survey
Nathaniel Hage
anager
)P:/Do&1893/00/Po0595012;1)
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