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Home My WebLink About1109 Access Roads Completion Agreement BILL NO. 2012-015 ORDINANCE NO. 1l D 9" AN ORDINANCE AUTHORIZING T1-IE CITY TO ENTER iNTO AN ACCESS ROADS COMPLETION AGREEMF.NT ANll AUTHORIZING OTHER DOCLIM�NTS AND ACTIONS WHEREAS, Riverside Horizons, LLC, a Missouri limited liability company, ("Riverside Harizod') is purchasing froin the City a certain parccl of land (the "Property"); and WHEREAS, inunediately thereafter Horizons Industrial I, LLC is purchasing the Prope��ty from Riverside Horizou; and WHEREAS, Briarcliff Realty, LLC, a Missouri limited liability company, now known as NorthPoint Holdings, LLC, ("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 i�lfrastruclure on t11e Briarcliff Horizons Site (as defined in the Agreement); and WHEKEAS, 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 d�e members of Horizon, and intend to develop a warehouse project on the Property. The Property will not have access to any public street unless either the access roads or the Infrastructure Phase I(as defined in thc MDA) is completed; and WNEREAS, Horizon and Northwestern 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 either the access roads or the Infrastnicturc Phase I; and WHEREAS, the City passed Ordinance 1108 authorizing the City to enter into a Phase ] Infrastructure Completion Agreement; and WHF.REAS, the Phase I Infrastructure Completion Agreement authorized by Ordinance 1108 has subsequently been modified as the Access Roads Completion Agreement; and WHEREAS, the City wishes to repea] Ordinance 1108 and enact this Ordinance in lieu thereof authorizing the City to cnter into the Access Roads Completion Agreement. NOW, THEREFORF., BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: Section 1: Ordinance 1108 is hereby repealed and this Ordinance is enacted in lieu thereof; WA 3403596, I Section 2: lt is in the best interest of the City, in order to further the objectives of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 Access Roads Completion Agreement attached hereto as Exhibit A; Section 3: Representatives of the City are hereby authorized and directed to execute the Access Roads Completion Agreement attached hereto as Exhibit A; Section 4: 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 I documents and instruments as may be necessary or desirable to carry out and comply with the � intent of this Ordinance; � Seetion 5: This Ordinance shall be in full force and effect from and after its passage and approval. PASSED AND APPROVED: the �'� day of ��''(� , Zp12. _ ��.�o��, ,� Kathleen L. Rose, Mayor ATTEST: ,� Robin Littrell, ity Clerk PPROVED AS FORM: �' Spencer Fane t& Browne, LLP 2 WA 3403596.1 Loan No. 339036 ACCESS ROADS COMPLETION AGREEMENT THIS ACCESS ROADS COMPLETION AGREEMENT (this "Agreement") is entered into as of April 2, 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. Itiverside Horizons, LLC, a Missouri limited liability coinpany, ("Riverside Horizon") is purchasing from the City a ecrtain parcel of land (the "Property") more particularly described in F,xhibit A attached hereto. B. Immediately thereafter, Harizon is purchasing the Property from Riverside Horizon. C. Briarcliff Realty, LLC, a Missouri limited liability company, now known as NorthPoint Holdings, LLC, (°NorthPoint") and the City entered into that certain Master Development Agreement dated as of Niay 10, 2011 (the "MDA") which provides for, among other items, the construction of horizontal infrastructure on the Briarcliff Horizons 5ite (as defined in the MDA). D. On October 18, 2011, 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. On June 16, 2011 the City and Riverside Horizons, LLC entered into an escrow agreement to fund the construction of the Infrastructure Phase 1 i�nprovements ("Escrow Agreement"). F. Northwestern Mutual and NorthPoint IIoldings LLC ("Northpoint Holdings") are the members of I�orizon, and intend ta develop a warehouse project on the Property ("the "Project"). G. Horizon and Northwestern Mutual wish to enter into an agreement with the City regarding the completion of streets providing access to the Project in the event of a default of the MDA by Riverside Horizon. 1 AGREEMENT 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. 2. Within thirty (30) days of the receipt of said notice, either Horizon or Northwestern Mutual shall have the right to provide a written notice (the "Assumption Notice") to the Ciry stating that it intends to complete the construction of the Project. As used herein, the term "Successor Project Ueveloper" 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) construct (to the extent not already constructed) the portion of the access road to be known as 43` Street adjacent to the northern border of the Property, the access road to be known as Linden Street adjacent to the western border of the Property, the access road known as 42" Street extending from Linden Street to Horizons Parkway, and the access road known as 41 S ` Street along the southern border of the Property and eYtending to the west to Horizons Parkway, all in accardance with the plans and specifications for said access roads which have been approved by the City and Riverside Horizon as of the date hereof and in the locations depicted on that certain Final Plat of Riverside Horizons East First Plat recorded on March 9, 2012 as Document No. 2012003467 in the records of Platte County, Missouri, all of which shall be solely funded in accordance with the Escrow Agreement or (ii) complete the Infrastructure Phase I consistent with the MDA all of which shall be solely funded in accordance with the Escrow Agreement. 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 delivered to the City, the Succcssor Project Developer shall not be deemed to have assumed any obligations under the MDA other than obligations regarding construction of 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: 2 Horizon: Horizons Industrial I, LLC c/o Northpoint Realty 6300 N. Revere, Suite 225 Kansas City, MO 64151 Attention: Nathaniel Hagedorn With copy to: I�orizons Industrial I, LLC c/o The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Real Estate Department and Horizons Industrial I, LLC c/o Northwestern Mutual Real Estate Investments, LLC 15455 Dallas Parkway, Suite 1080 Addison, TX 75001 Attention: Regional Manager Northwestern Mutual: The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Real Estate Department and Northwestern Mutual Real Estate Investments, LLC 15455 Dallas Parkway, Suite 1080 Addison, TX 75001 Attention: Regional Manager 3 City: City of Riverside, Missouri City Hall 2950 NW Vivion Road Riverside, MO 64150 Attn: City Administrator Wiih a copy to: City of Riverside, Missouri City Hall 2950 NW Vivion Road ' Riverside, MO 64150 Attn: City Attorney Any notice or demand hereunder shal] 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 whicl� does not prevail in said litigation shall be required to pay the reasonable attorney's fees and costs incurred by the prevailing party in said litigation. 7. This Agreement 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. (Remainder ofpage inter�tionally left blank; signatures follow) 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. "CITY" CITY OF RIVERSIDB, MIS URI � B a�� Kathleen L. Rose, Mayor (SEAL) Attest: �� Robin Littrell, City Clerk HORI70NS INDUSTRIAL I, LLC, a Delaware limited liability company By: NorthPoint Holdings, LLC, a Missouri limited liability company, a member c� �-``—� , _- By: � , ,' Its: By: The Northwestern Mutual Life Insurance Company, a Wisconsin corporation, a member By: North��estern Mutual Real Estate Investments, LLC, a Delaware limited ,,p liability company, its wholly-owned C �� affiliate and authorized representative R E` Dy�t. By: aul J. Hanson Its: Managing Director (Signature of Lender follows) 5 r �- THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation By: Northwestern Mutual Real Estate Investinents, LLC, a Delaware limited A liability company, its wholly-owned � �, affiliate and authorized representative (',L l F.E: Da»� � lj � By:�� Paul J. anson Its: Managing Director 6