HomeMy WebLinkAbout1413 Agreement with Northwestern Mutual Life Insurance BILL NO. 2015-038 ORDINANCE NO.L413
AN ORDINANCE APPROVING AN AGREEMENT BETWEEN NORTHWESTERN MUTUAL
LIFE INSURANCE AND THE CITY OF RIVERSIDE, MISSOURI, REQUIRING
NORTHWESTERN MUTUAL TO NOTIFY THE CITY IN THE EVENT OF A CHANGE OF
DEVELOPER ON THE HORIZONS V PROJECT SITE
WHEREAS, Northwestern Mutual and NorthPoint Holdings, LLC ("NorthPoint") are the
sole members of Horizons Industrial V, LLC, a Delaware limited liability company ("Horizons V"),
an entity formed for the purpose of acquiring approximately 22.49 acres of land located in
Riverside, Platte County, MO (the "Land"), and improving the Land with a 491,448 SF
warehouse building (the "Project"); and
WHEREAS, pursuant to the Horizons V's Limited Liability Company Agreement (the
"LLC Agreement"), Northwestern Mutual has the authority to act solely on behalf of Horizons V
to terminate the Development Manager (as such term is defined in the LLC Agreement) under
specified circumstances; and
WHEREAS, the Project is being partially funded by the issuance of Chapter 100
Industrial Revenue Bonds issued by the City, as part of which the City will retain ownership of
the Project during the term of the bond payments; and
WHEREAS, as owner of the Project, the City has a recognizable financial interest in the
successful completion of the Project construction; and
WHEREAS, the City and Northwestern Mutual agree that the City should be provided
notice of Northwestern Mutual's decision to replace the Project Development Manager should
that action be necessary.
NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
SECTION 1 —AGREEMENT TO NOTIFY THE CITY OF RIVERSIDE OF CHANGE OF
DEVELOPER APPROVED. The Agreement to Notify the City of Riverside of Change of
Developer, attached hereto as Exhibit A and incorporated herein, is hereby approved.
SECTION 2 — AUTHORITY GRANTED. The Mayor, the City Administrator, Special
Counsel Spencer Fane Britt and Browne, and other appropriate City officials are hereby
authorized to take any and all actions as may be deemed necessary or convenient to carry out
and comply with the intent of this Ordinance and to execute and deliver for and on behalf of the
City all certificates, instruments, agreements and other documents, as may be necessary or
convenient to perform all matters herein authorized.
SECTION 3 — SEVERABILITY CLAUSE. The provisions of this Ordinance are severable
and if any provision hereof is declared invalid, unconstitutional or unenforceable, such
determination shall not affect the validity of the remainder of this Ordinance.
SECTION 4 — EFFECTIVE DATE. This Ordinance shall be in full force and effect from
and after the date of its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only, passed and
approved by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of
Riverside, Missouri, this�"day of 2015.
Kathleen L. Rose, Mayor
ATT
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AGREEMENT TO NOTIFY THE CITY OF RIVERSIDE
OF CHANGE OF DEVELOPER
THIS AGREEMENT TO NOTIFY THE CITY OF RIVERSIDE OF CHANGE OF DEVELOPER (this
"Agreement"), is dated as of May 4, 2015, between Northwestern Mutual Life Insurance
Company, a Wisconsin corporation ("Northwestern Mutual"), and the City of Riverside,
Missouri, a Missouri municipal corporation (the "City").
RECITALS
WHEREAS, Northwestern Mutual and NorthPoint Holdings, LLC ("North Point") are the sole
members of Horizons Industrial V, LLC, a Delaware limited liability company ("Horizons V"), an
entity formed for the purpose of acquiring approximately 22.49 acres of land located In
Riverside, Platte County, MO (the "Land"), and Improving the Land with a 491,448 SF
warehouse building (the "Project"); and
WHEREAS, pursuant to the Horizons V's Limited Liability Company Agreement (the "LLC
Agreement"), Northwestern Mutual has the authority to act solely on behalf of Horizons V to
terminate the Development Manager (as such term is defined in the LLC Agreement) under
specified circumstances; and
WHEREAS, the Project is being partially funded by the issuance of Chapter 100 Industrial
Revenue Bonds issued by the City, as part of which the City will retain ownership of the Project
during the term of the bond payments;and
WHEREAS, as owner of the Project, the City has a recognizable financial interest in the
successful completion of the Project construction.
NOW, THEREFORE, in consideration of the foregoing recitals, mutual covenants and promises
set forth below, the receipt and sufficiency of which are mutually acknowledged, the City and
Northwestern Mutual hereby agree to this Agreement as follows:
AGREEMENT
1. Notice to the City. Northwestern Mutual agrees to provide written notice to the City
within two (2) business days of any decision to terminate a Development Manager. Such notice
shall be provided to the City Manager at 2950 N.W. Vivion Road, Riverside, MO 64150 with a
copy to the City's counsel at Spencer Fane Britt & Browne LLP, Attn: Joe Bednar, 304 East High
Street,Jefferson City, MO 65101. Alternatively, notice may be made via e-mail at
with a copy to jbednar@spencerfane.com.
11893/106/CITY/00972969;1 WA 6906742.1
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IN WITNESS WHEREOF, the parties have signed this Infrastructure Improvement Agreement as
of the date set forth above.
THE CITY:
THE CITY OF RIVERSIDE, MISSOURI
a Missouri unicipal corporatipn
By:
KKaatth een L. Rose, Mayor
Date: Ia. �-Oa—
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY,
A Wisconsin corporation:
By; Northwestern Mutual Investm a mpany, LLC, ..........
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a Delaware limited Iii
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