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Home My WebLink About1108 Agreement-Phase I Infrastructure ; �"-:... . .. . . .. ..r �r-'. :. ., ...- �..� -.. . ". :.� . . . .. .�.....r .. _ , BILL NO. 2012-014A ORDINANCE NO. I� g AN ORDINANCE AUTHORIZING THE CITY TO ENTER INTO A PHASE I INFRASTRUCTURE COMPLETION AGREEMENT AND AUTHORIZING OTHER DOCUMENTS AND ACTIONS WHEREAS, Riverside Horizons, LLC, a Missouri limited liability company, ("Riverside Horizon") is purchasing from the City a certain parcel of land (the "Property"); and WHEREAS, immediately thereafter Horizons Industrial I, LLC is purchasing the Property from Riverside Horizon; and WHEREAS, Briarciiff Realty, LLC, a Missouri limited liability company, now known as NorthPoint Holdings, LLC, ("NorthPoinY') and the City entered into that certain Master Development Agreement dated as of May 10, 2011 (the "MDA") which provides for, among other items, the construction of horizontal infrastructure on the Briarcliff Horizons Site (as defined in the Agreement); and WHEREAS, NorthPoint assigned its rights and obligations under the Agreement to Briarcliff Horizons, LLC, which is now known as Riverside Horizons, LLC; and WHEREAS, Northwestern Mutual Life Insurance Company (Northwestern Mutual) and NorthPoint are the members of Horizon, and intend to develop a warehouse project on the Property. The Property will not have access to any public street unless the Infrastructure Phase I(as defined in the MDA) is completed; and WHEREA5, Horizon and Northwestern Mutual wish to enter into an agreement with the City regarding the completion of the Infrastructure Phase I in the event of a default by Riverside Horizon in completing the Infrastructure Phase I. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: Section 1: It is in the best interest of the City, in order to further the objectives of industrial and economic development of the City, to enter into the Phase I Infrastructure Completion Agreement attached hereto as Exhibit A; Section 2: Representatives of the City are hereby authorized and directed to execute the Phase I Infrastructure Completion Agreement attached hereto as Exhibit A; Section 3: 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 Ordinance; J .,.� Section 4: This Ordinance shall be in full force and effect from and after its passage and approval. PASSED AND APPROVED: the �� day of �l�z'l (iYi , , 2012. i � � � �,��°.��.�-� • Kathleen L. Rose, Mayor ATTEST: „ ' I - �'��,�,r Robin Littrell, City Clerk APPROVED AS TO FORM: SPENCER FANE BRITT & BROWNE, LLP 2 DRAFT 3/20/12 Loan No. 339036 PHASE I INFRASTRUCTURE COMPLETION AGREEMENT THIS PHASE 1 INFRASTRUCTURE COMPLETION AGREEMENT (this "Agreement") is entered into as of March D, 2012 by and among the CITY OF RIVERSIDE, MISSOURI (the "City"), HORIZONS INDUSTRIAL I, LLC, a Delaware limited liability company, ("Horizon") and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation ("Northwestern Mutual"). RECITALS A. Riverside Horizons, LLC, a Missouri limited liability company, ("Riverside Horizon") is purchasing from the City a certain parcel of land (the "Property") more particularly described in Exhibit A attached hereto. B. Immediately thereafter, Horizon is purchasing the Property from Riverside Horizon. C. Briarcliff Realty, LLC, a Missouri limited liability company, now known as BR NorthPoint Holdings, LLC, ("BR NorthPoint") and the City entered into that certain Master Development Agreement dated as of May 10, 2011 (the "MDA") which provides for, among other items, the construction of horizontal infrastructure on the Briarcliff Horizons Site (as defined in the MDA"). D. On October 18, 2011, BR Northpoint assigned its rights and obligations under the , Agreement to Briarcliff Horizons, LLC, which effective February 13, 2012 changed its name to Riverside Horizons, LLC. E. Northwestern Mutual and NorthPoint Holdings, LLC ("Northpoint Holdings") are the members of Horizon, and intend to develop a warehouse project on the Property (the "Project"). The Property will not have access to any public street unless the Infrastructure Phase 1(as defined in the MDA) is completed. F. On November 15, 2011 BR Northpoint and Kissick Construction Co., Inc entered into a contract for construction services related to a portion of Infrastructure Phase 1("Kissick Contract"). G. On December 1, 2011, BR Northpoint and George J. Shaw Construction Co. entered into a contract for construction services related to a portion of Infrastructure Phase ] ("Shaw Contract"). H. Horizon and Norkhwestern Mutual wish to enter into an agreement with the City regarding the completion of the Infrastructure Phase 1 in the event of a default by Riverside Horizon in completing the Infrastructure Phase 1. AGREEMENT 1 WA 33992422 NOW, THEREFORE, in consideration of the recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree: 1. In the event that Riverside Horizon defaults under the MDA and the City elects to terminate the MDA as a result of said default, the City shall provide written notice to Horizon and Northwestern Mutual of said termination and the City's assumption of the obligations of Riverside Horizon for construction of the Infrastructure Phase I pursuant to the Kissick Contract and Shaw Contract. 2. Within thirty (30) days of the receipt of said notice, either Horizon or Northwestern Mutual shall havc the right to provide a written notice (the "Assumption Notice") to the City stating that it desires to assume the obligations of Riverside Horizon under the MDA concerning only the construction of the Project by Horizon or Northwestern Mutual. As used herein, the term "Successor Project Developer" shall mean the party providing the Assumption Notice.). 3. In the event that the Assumption Notice is received by the City, the City shall elect, in the City's sole discretion, to either (i) provide ingress and egress consistent with the MDA to the Project or, (ii) complete Infrastructure Phase I consistent with the MDA. The City shall provide written notice to Successor Project Developer of the option selected by the City. 4. The City hereby acknowledges that in the event that the Assumption Notice is dclivered to the City, the Successor Project Developer shall not be deemed to have assumed any obligations under the MDA other than the obligations concerning the Project. 5. Any notices, demands, requests and consents permitted or required hereunder shall be in writing, may be delivered personally or sent by certified mail with postage prepaid or by reputable courier service with charges prepaid at the following notice addresses: Horizon: Horizons Industrial I, LLC c/o Northpoint Realty 630o N. Revere, Suite 225 Kansas City, MO, 64151 Attention: Nathaniel Hagedorn With copy to: Horizons Industrial I, LLC c!o The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Attention: Real Estate Department and Horizons Industrial I, LLC 2 WA 3399242.2 c/o Northwestern Mutual Real Estate Investments, LLC 15455 Dallas Parkway, Suite 1080 Addison, TX 75001 Attention: Regional Manager Northwestem MtiitLial: The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Attention: Real Estate Department and Northwestern Mutual Real Estate Investments, LLC 15455 Dallas Parkway, Suite 1080 Addison, TX 75001 Attention: Regional Manager City: City of Riverside, Missouri City Hall 2950 NW Vivian Road Riverside, MO 64150 Attn: City Administrator With a copy to: City of Riverside, Missouri City Hall 2950 NW Vivian Road Riverside, MO 64150 Attn: City Attorney Any notice or demand hereunder shall be deemed given when received. Any notice or demand which is rejected, the acceptance of delivery of which is refused or which is incapable of being delivered during normal business hours at the address specified herein or such other address designated pursuant hereto shall be deemed received as of the date of attempted delivery. 6. In the event of any litigation regarding this Agreement, the party which does not prevail in said litigation shall be required to pay the reasonable attomey's fees and costs incurred by the prevailing party in said litigation. 7. 1'his Agreemei�t shall be governed by and construed in all respects in accordance with the laws of the State of Missouri without regard to any conflict of law principles. With respect to any action, lawsuit or other legal proceeding concerning any dispute arising under or related to this Agreement, the parties hereto hereby irrevocably consent to the jurisdiction of the courts located in the State of Missouri and irrevocably waive any defense of improper venue, forum non conveniens or lack of personal jurisdiction in any such action, lawsuit or other legal proceeding brought in any court located in the State of Missouri. 3 WA 33992422 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. "CITY" CITY OF RIVERSIDE, MISSOURI �� gy: , 1,(.� . Kathleen L. Rose, Mayor � (SEAL) � � , _ � � � �est: ��}� �. �-..- ��`��.P� Robin Littrell, City Clerk HORIZONS INDUSTRIAL I, LLC, a Delaware limited liability company By: NorthPoint Holdings, LLC, a Missouri limited liability company, a member r �. By: / ��, -tze Its: �c � .. 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 THE NORTHWESTERN MU"TUAL LIFE INSURANCE COMPANY, a Wisconsin corporation 4 WA 3399242.2 By: Northwestem Mutual Real Estate Investments, LLC, a Delaware limited liability company, its wholly-owned affiliate and authorized representative By: Its Managing Director ' 5 WA 3399242.2 _ �