HomeMy WebLinkAbout1510 Sixth Amendment to Master Development Agreement and CO 19 George J Shaw Construction BILL NO. 2017-008 ORDINANCE NO. /ILIO
AN ORDINANCE AUTHORIZING THE CITY TO ENTER INTO A SIXTH AMENDMENT TO
THE MASTER DEVELOPMENT AGREEMENT FOR THE DEVELOPMENT OF THE
BRIARCLIFF HORIZONS SITE AND AUTHORIZING AND APPROVING CHANGE ORDER 19
TO THE GEORGE J. SHAW CONTRUCTION CO. CONTRACT
WHEREAS, Briarcliff Realty, LLC, a Missouri limited liability company ("Briarcliff Realty")
and the City entered into that certain Master Development Agreement dated May 10, 2011
("MDA") which provides for, among other items, the construction of Infrastructure Improvements
on the Briarcliff Horizons Site (as such terms are defined in the MDA); and
WHEREAS, the MDA established Infrastructure Phase 1 improvements to consist of the
lakes, canals, and landscaping, and further established the cost estimate and budget for the
Infrastructure Phase I Improvements to be Thirteen Million One Hundred Forty-Six Thousand
Six Hundred Eighty-Three Dollars ($13,146,683.00); and
WHEREAS, on or about August 21, 2011, Briarcliff Realty competitively bid the
Infrastructure Project (as defined in the MDA) and subsequently submitted its recommendation
to the City to award a portion of the project known as Horizons Earthwork / Site Utilities (City
Project No. 607-001) to George J. Shaw Construction Co. ("Shaw"); and
WHEREAS, on or about November 1, 2011, the Board of Aldermen approved Shaw as
the contractor to perform construction services related to the Earthwork portion of Horizons
Earthwork/Site Utilities; and
WHEREAS, on or about December 1, 2011, Briarcliff Realty entered into an agreement
with Shaw to perform construction services related to a portion of the Horizons Earthwork/ Site
Utilities in an amount not to exceed Seven Million Three Hundred Thirty Thousand Four
Hundred Seventy-Seven Dollars ($7,330,477.00) ("Shaw Contract"); and
WHEREAS, Briarcliff Realty assigned all of its rights and obligations under the MDA, but
not its rights and obligations under the MDA First Amendment, 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
("EH"); and
WHEREAS, on or about August 17, 2012, RH assigned all of its duties and obligations
under the MDA to construct and complete the public infrastructure and other public
improvements as set forth in the MDA to Northpoint Development, LLC ("NPD") pursuant to
Section 12.5(b) of the MDA; and
WHEREAS, the Board of Aldermen has previously approved Change Orders 1 through
18 to the Shaw Contract totaling an additional cost of Three Million Three Hundred Sixty-Eight
Thousand Two Hundred Fourteen and 22/100 Dollars ($3,368,214.22); and
WHEREAS, NPD, Horizons Industrial VI, LLC, a Delaware limited liability company
("Horizons VI"), and Shaw request approval of, and City staff recommend and request the Board
WA 9003435.1
of Aldermen to approve, the following Change Order 19 to the Shaw Contract (°Chance Order
19") attached hereto as Exhibit A and incorporated herein:
Change Order 19:
a) Addition for Horizons VI pad preparation, mobilization, layout, and
supervision resulting in an increase in the contract amount of$38,220.00;
b) Addition for erosion control resulting in an increase in the contract amount
of$15,115.00;
c) Addition for stripping/clearing resulting in an increase in the contract
amount of$18,595.00;
d) Addition for Horizons VI on-site cuttfill resulting in an increase in the
contract amount of$305,495.00;
e) Addition for Horizons VI import and pad fill to subgrade elevation resulting
in an increase in the contract amount of$462,814.00;
f) Addition for placement of surcharge resulting in an increase in the
contract amount of$97,384.50;
g) Addition for flipping of surcharge resulting in an increase in the contract
amount of$72,072.00;
h) Addition for removing surcharge and filling site to grade resulting in an
increase in the contract amount of$107,418.50; and
i) Addition for finishing grading of building pad resulting in an increase in the
contract amount of$61,740.00.
For a total net cost INCREASE pursuant to Change Order 19 of One Million One
Hundred Seventy-Eight Thousand Eight Hundred Fifty-Four Dollars ($1,178,854.00) to increase
the overall contract total to Eleven Million Eight Hundred Seventy-Seven Thousand Five
Hundred Forty-Five and 22/100 Dollars ($11,877,545.22)for Shaw; and
WHEREAS, Section 5.5 and 5.6 of the MDA require City approval for all change orders
to the Infrastructure Construction Documents; and
WHEREAS, the Board of Aldermen has previously approved Amendments 1 through 5
to the MDA; and
WHEREAS, RH, NPD, Horizons VI, and the City desire to amend the MDA pursuant to
the Sixth Amendment to Master Development Agreement attached hereto as Exhibit B, and
incorporated herein (the "Sixth Amendment") to provide for the construction of Industrial VI
Infrastructure (as defined in the Sixth Amendment), and additional amendments to the MDA as
set forth therein; and
WHEREAS, the Board of Aldermen find it to be in the best interests of the City in order
to further the objectives of industrial and economic development of the City, and the terms and
conditions of the MDA, as well as in furtherance of the objective to protect the health, safety,
and welfare of the businesses and citizens of the City, to approve the Sixth Amendment and
approve Change Order 19.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI AS FOLLOWS:
2 WA 9003435.1
SECTION 1. BEST INTEREST OF THE CITY TO APPROVE CHANGE ORDER 19.
The Board of Aldermen finds that it is in the best interest of the City to approve Change Order
19, attached hereto as Exhibit A and incorporated herein, and that such approval fulfills a
public purpose and will further the growth of the City, facilitate the development of the entire
Horizons site, improve the environment of the City, foster increased economic activity within the
City, increase employment opportunities within the City and otherwise is in the best interests of
the City by furthering the health, safety, and welfare of its residents and taxpayers, and the
Board of Aldermen does hereby approve Change Order 19 as follows:
Change Order 19:
a) Addition for Horizons VI pad preparation, mobilization, layout, and
supervision resulting in an increase in the contract amount of$38,220.00;
b) Addition for erosion control resulting in an increase in the contract amount
of$15,115.00;
c) Addition for stripping/clearing resulting in an increase in the contract
amount of$18,595.00;
d) Addition for Horizons VI on-site cuttfill resulting in an increase in the
contract amount of$305,495.00;
e) Addition for Horizons VI import and pad fill to subgrade elevation resulting
in an increase in the contract amount of$462,814.00;
f) Addition for placement of surcharge resulting in an increase in the
contract amount of$97,384.50;
g) Addition for flipping of surcharge resulting in an increase in the contract
amount of$72,072.00;
h) Addition for removing surcharge and filling site to grade resulting in an
increase in the contract amount of$107,418.50; and
i) Addition for finishing grading of building pad resulting in an increase in the
contract amount of$61,740.00.
For a total net cost INCREASE pursuant to Change Order 19 of One Million One
Hundred Seventy-Eight Thousand Eight Hundred Fifty-Four Dollars ($1,178,854.00) to increase
the overall contract total to Eleven Million Eight Hundred Seventy-Seven Thousand Five
Hundred Forty-Five and 22/100 Dollars ($11,877,545.22)for Shaw.
SECTION 2. BEST INTEREST OF THE CITY TO APPROVE SIXTH AMENDMENT.
The Board of Aldermen finds that it is in the best interests of the City in order to further the
objectives of industrial and economic development of the City, and the terms and conditions of
the MDA, as well as in furtherance of the objective to protect the health, safety, and welfare of
the businesses and citizens of the City, to approve the Sixth Amendment, attached hereto as
Exhibit B and incorporated herein, and the Board of Aldermen does hereby approve the Sixth
Amendment.
SECTION 3. AUTHORITY GRANTED. The City hereby authorizes the Mayor of the
City to execute and deliver the Sixth Amendment and Change Order 19, consistent with the
terms of this Ordinance and Missouri law, and hereby authorizes the Mayor, the City
Administrator, Special Counsel to the City and other appropriate City officials 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.
3 WA 9003435.1
SECTION 4. EFFECTIVE DATE. This Ordinance shall be in full force and effect from
and after 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 3151 day of January, 2017.
K'aMQ
leen L. Rose, Mayor
e ;
ATTEST:.
ft�incaid, Coy'Clark
Approved as to form:
Span Fane LLP,
Special unsel to the City
e B nar
4 WA 9003435.1
EXHIBIT A
COVER MEMO AND CHANGE ORDER 19
5 WA 9003435.1
EXHIBIT B
SIXTH AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
6 WA 9003435.1
SIXTH AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
THIS SIXTH AMENDMENT TO MASTER DEVELOPMENT AGREEMENT ("Sixth
Ankadonl") is made and entered into as of February 7, 2017 by and among the CITY OF
RIVERSIDE, MISSOURI, a fourth class city duly organized and existing under the Constitution and
laws of the State of Missouri (the "CW), HORIZONS INDUSTRIAL VI, LLC, a Delaware limited
liability company ("Hodwns Vl'), RIVERSIDE HORIZONS, LLC, a Missouri limited liability
company ("RH"), and NORTHPOINT DEVELOPMENT, LLC, a Missouri limited liability company
("NP Development ).This Sixth Amendment amends the MDA(as defined below).
RECITALS
WHEREAS, Briarcliff Realty, LLC, a Missouri limited liability company ("Briarcliff Realty"),
and the City entered into that certain Master Development Agreement dated as of May 10, 2011 (as
amended, the "MDA"), which provides for the terms and conditions upon which Briarcliff Realty may
purchase a portion of the Mortgaged Property from the City;
WHEREAS, Briarcliff Realty assigned all of its rights and obligations under the MDA, but not
its rights and obligations under the MDA First Amendment, to Briarcliff Horizons, LLC, an affiliated
entity of Briarcliff Realty,LLC,pursuant to Section 12.5(b)of the MDA;
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;
WHEREAS, on or about August 17, 2012, RH assigned its rights, title, interest, duties and
obligations regarding infrastructure under the MDA to NP Development,an affiliate of RH;
WHEREAS,NorthPoint Holdings, LLC, a Missouri limited liability company("NP Holdings 1),
is the sole member of NP Development, is a member of Horizons VI, and has been appointed as the
Development Manager of the Project(as defined below)pursuant to that certain Development Agreement
between NP Holdings and Horizons VI;
WHEREAS, on or about October 11, 2016, RH provided the City with a Notice of Intent to
Purchase ("jam 7, pursuant to Section 7.5(a) of the MDA, stating its notice of intent to purchase the
Site(as defined below)in order to construct the Project thereon;
WHEREAS, the Industrial Development Authority of the City of Riverside, Missouri ("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("Bonds");
WHEREAS, the 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("Financing Aareenrent'�;
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;
n893/155/CONTBAQ/01176999;31 1 WA 9181986.1
Sixth Amendment-Master Development Agreement
WHEREAS, the IDA owns all of Lot 1,FINAL PLAT REPLAT OF RIVERSIDE HORIZONS
INDUSTRIAL VI EAST,a subdivision in the City of Riverside,Platte County,Missouri,according to the
plat recorded January 5,2017 as Document No.2017000198 in Plat Book 21 at Page 256("Site"),and the
City desires to encourage the beneficial and orderly development of the same;
WHEREAS, in order to accommodate the Project, the City desires to authorize and direct the
IDA to sell the Site and transfer it to the City by way of a Special Warranty Deed, in substantially the
form attached hereto as Exhibit A;
WHEREAS, the City finds that it is necessary and in the best interests of the City, in order to
further the objectives of the applicable TIF Plan and objectives of industrial and economic development
for the City,to authorize the sale of the Site from the IDA to the City at the price of$0.50 per square foot;
WHEREAS, the size of the Site is 874,671 square feet, making the purchase price of the Site
Four Hundred Thirty-Seven Thousand Three Hundred Thirty-Five and 50/100 Dollars ($437,335.50)
("Sale Price„);
WHEREAS,pursuant to the Financing Agreement,UMB Bank N.A.,Trustee of the Bonds, will
need to receive the amount of the Sale Price in order for the Site to be released from the mortgage
thereon;
WHEREAS, pursuant to the Notice, RH intends to assign its rights pursuant to the MDA to
develop the Site to Horizons VI who intends to develop the Site through construction of a 412,065 square
foot industrial distribution warehouse("Prgiect');
WHEREAS, pursuant to the MDA, Section 3.2, the City and the Developer acknowledge and
agree that the scope of infrastructure and costs may be amended;
WHEREAS, public infrastructure improvements ("Industrial VI Infrastructure"), as set forth on
Shaw Change Order #19 (as defined below), are needed for the completed construction and use of the
Site;
WHEREAS, Horizons VI, in consideration for the City directing the IDA to sell the Site to the
City and the City's subsequent sale of the Site to RH for the Sale Price,has agreed to participate with the
City in the costs of constructing the Industrial VI Infrastructure for the Site;
WHEREAS, based on the Project design and construction specifications, the anticipated cost of
providing the Industrial VI Infrastructure is One Million One Hundred Seventy-Eight Thousand Eight
Hundred Fifty-Four and 00/100 Dollars($1,178,854.00),which shall be funded by Horizons VI("Private
Funds"),of which forty-nine percent(49%)of the actual costs thereof,up to a maximum amount of Five
Hundred Seventy-Seven Thousand Six Hundred Thirty-Eight and 46/100 Dollars ($577,638.46), shall be
reimbursed by the City to Horizons VI, only after the City, as confirmed by the Finance Director and
determined by the Board of Aldermen by and through written Resolution, receives into its Treasury the
Payment In Lieu Of Taxes("PILOT"),paid by Horizons VI;
(1893/155/COMACr/01176999;3) 2 WA 9361996.1
Sixth Amendment-Master Development Agreement
WHEREAS, the City's Board of Aldermen instruct staff and Special Counsel to enter into an
agreement with Horizons VI to establish the Industrial VI Infrastructure funding sources and specify an
escrow process for the Private Funds to fund the Industrial VI Infrastructure costs whereby Horizons VI
shall cause to be deposited into an account within the City Treasury designated by the Finance Director
One Million One Hundred Seventy-Eight Thousand Eight Hundred Fitly-Four and 00/100 Dollars
($1,178,854.00)as a condition precedent to the issuance of Notice to Proceed on the Project by the City
Administrator;
WHEREAS, the City's Board of Aldermen authorized City funds to pay for forty-nine percent
(49%) of the actual costs of the Industrial VI Infrastructure, up to a maximum amount of Five Hundred
Seventy-Seven Thousand Six Hundred Thirty-Eight and 46/100 Dollars ($577,638.46), to be expended
for Industrial VI Infrastructure costs for the Site("Public Funda'1;
WHEREAS,the parties desire to amend the MDA through this Sixth Amendment with respect to
the public infrastructure specifications for Infrastructure Phase I of the Infrastructure Project pursuant to
Section 3.2 of the MDA and the provision of Public Funds and Private Funds for the Industrial VI
Infrastructure construction for said Project pursuant to Article IV, and with respect to additional matters
as set forth herein;
WHEREAS, in order for vertical construction to be commenced on the Site, a Change Order to
the Shaw Contract entered into pursuant to the MDA, for Horizons VI Site, Demolition, Excavation &
Grading Scope of Work, attached hereto as Exhibit B and incorporated herein ("Shaw Chance
#19"),is required;
WHEREAS, based on City Ordinance 1510 dated January 31, 2017 approving Shaw Change
Order#19, the anticipated cost of Shaw Change Order #19 is One Million One Hundred Seventy-Eight
Thousand Eight Hundred Fifty-Four and 00/100 Dollars ($1,178,854.00), all of which shall be deposited
by Horizons VI into an account within the City Treasury as designated by the Finance Director for the
City prior to the commencement of the scope of work described within Shaw Change Order#19;and
WHEREAS, the City and Horizons VI further desire to enter into this Sixth Amendment with
respect to the City's reimbursement of forty-nine percent(49%)of the actual costs for the work described
within Shaw Change Order#19,up to a maximum amount of Five Hundred Seventy-Seven Thousand Six
Hundred Thirty-Eight and 46/100 Dollars($577,638.46).
AGREEMENT
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 parties agree that the
MDA,as previously amended,is hereby further amended by this Sixth Amendment as follows:
1. Recitals and Exhibits:
a. Recitals. The Recitals set forth above in this Sixth Amendment are incorporated into and
made a part of this Sixth Amendment as if fully set forth in this Section La.
(1B93/155/C0WRAR/01116999;3 1 3 WA 9381986.1
Sixth Amendment-Master Development Agreement
b. Exhibits. The Exhibits to this Sixth Amendment are incorporated into and made a part of
this Sixth Amendment as if fully set forth in this Section Lb.
2. Design and Construction. Horizons VI and the City agree to the Scope of Work as contained
within Shaw Change Order #19, attached hereto as Exhibit B, and incorporated herein, and
Exhibit C-1 of the MDA is amended to include Shaw Change Order #19. No changes to or
amendments of Shaw Change Order #19 shall be authorized without the mutual written
agreement of Horizons VI and the City.
3. Cost of Construction. The City and Horizons VI anticipate the cost of construction for the
Industrial VI Infrastructure to meet or exceed $1,178,854.00. The cost may change based on
details provided as part of the completed design specifications or modifications required during
actual construction.
4. Source of Funds:
a. Private Funds. Subject to the terms and conditions set forth in this Sixth Amendment,
Horizons VI shall be solely responsible for Private Funds sufficient to pay for any and all
reasonable and necessary costs, including construction contingency as described in
Section 6, below, incurred in connection with the construction costs of the Industrial VI
Infrastructure. If the cost of construction of the Industrial VI Infrastructure increases
over the course of construction,Horizons VI shall be responsible for providing all funds
as necessary to cover those costs.
b. Public Funds. Upon the City's receipt, or not less than 60 days following receipt of
payments in-lieu of taxes for the Project ("PILOTS"), as described in Section 7, below,
the City shall pay an amount equal to 90% of the PILOTS received for the Project to
reimburse Horizons VI for 49%of the actual costs for the Industrial VI Infrastructure,not
to exceed the amount of$577,638.46.
5. Escrow. Horizons VI shall deposit into the account designated by the City's Finance Director the
full amount of Private Funds prior to the City issuing a notice to proceed to construct any portion
of the Industrial VI Infrastructure. The City shall place the Private Funds in escrow to be drawn
down as necessary for the duration of construction of the Industrial VI Infrastructure. If
additional Private Funds are necessary to complete the Industrial VI Infrastructure, Horizons VI
shall deposit those funds within 48 hours of notification of an approved change order request. If
there are any Private Funds remaining in the Horizons VI escrow account following completion
of the work described within Shaw Change Order #19, as the same may be amended ("Excess
Private flip& ), the funds shall be returned to Horizons VI within 60 days following the
commencement of vertical construction of the Project. Both the Private and Public Funds
identified in this Sixth Amendment are specifically identified for the payment of the construction
of the Industrial VI Infrastructure and shall not: (1)be deposited into the MDA Escrow Account,
(2)be considered"Developer's Contribution"as defined within the MDA,or(3)earn interest.
{1893/155/CONTAACr/01176999)3{ 4 WA 9181986.1
Sixth Amendment-Master Development Agreement
6. Construction Coat Contingency. Where the Private Funds will be insufficient to pay for the
total cost for the work described within Shaw Change Order#19,Horizons VI shall provide funds
in an amount to pay for the total cost of such work that is in excess of the Private Funds. Failure
of Horizons VI to deposit sufficient funds into the City Treasury to pay for the total cost of such
work,terminates Horizons VI's right to reimbursement pursuant to Section 7 of this Agreement.
7. Reimbursement. Upon the City's receipt of PILOTS for the Project, Horizons VI may request
reimbursement for $577,638.46 paid in Private Funds for Shaw Change Order#19 construction
costs. The City shall provide the reimbursement to Horizons VI in accordance with Section 4(b),
and within 60 days of a written request for the same. Failure of Horizons VI to deposit sufficient
funds into the City Treasury to pay for the total cost for the work described within Shaw Change
Order#19,terminates Horizons VI's right to reimbursement pursuant to this section.
8. Indemnification. Horizons VI,RH,and NP Development shall indemnify and save the City and
its governing body members,directors,officers,employees and agents harmless from and against
all loss, liability, damage or expense arising out of such party's actions involving: the design,
construction and completion of the Project or the Industrial VI Infrastructure,or as a result of any
breach, default or failure to perform by such party under this Sixth Amendment (collectively
referred to as a"Claim'). Horizons VI,RH, and NP Development shall also indemnify and save
the City and its governing body members, directors, officers,employees and agents harmless of,
from and against, all costs, reasonable counsel fees, expenses and liabilities incurred by them in
any action or proceeding brought by reason of any such Claim. If any action or proceeding is
brought against the City or its governing board members,directors,officers, employees or agents
by reason of any such Claim, Horizons VI,RH,or NP Development, as appropriate,upon notice
from the City, covenants to defend such action or proceeding on demand of the City or its
governing body members, directors, officers, employees or agents. Nothing in this section shall
constitute a waiver of governmental or officers immunity of the City or its officers or employees.
9. Modification. No modification of the terms of this Sixth Amendment shall be valid unless in
writing and executed with the same formality as this Sixth Amendment, and no waiver of the
breach of the provisions of any section of this Sixth Amendment shall be construed as a waiver of
any subsequent breach of the same section or any other sections which are contained herein.
10. Further Assurances. The parties agree to execute such other further documents as may be
necessary to effectuate the purposes of this Sixth Amendment or that may be required by law.
11. Execution; Counterparts. This Sixth Amendment may be executed in one or more counterparts,
any of which may bear original, facsimile, or electronic signatures. Each counterpart shall
constitute an original,and all of the counterparts taken together shall constitute one fully executed
Sixth Amendment.
12. This Sixth Amendment and the MDA,together with any prior amendments,constitute the entire
agreement of the parties with respect to the subject matter herein, and supersede all prior or
contemporaneous agreements, proposals, inquiries, commitments, discussions and
correspondence,whether written or oral. This Sixth Amendment and the MDA together with any
{1893/155/C0NTMR(011M99;3 F 5 WA 9181986.1
Sixth Amendment-Master Development Agreement
prior amendments may not be amended or modified except in writing signed by a duly authorized
representative of each party. Other than as set forth above, the MDA remains unchanged and in
full force and effect. In the event of a conflict between the terms of the MDA and this Sixth
Amendment,this Sixth Amendment will control.
[Remainder of Page Intentionally Left Blank—Signature Pages to Follow]
tURV1s5/rosTRACfro1176999A 1 ti WA 9181986.1
Sixth Amendment-Master Development Agreement
IN WITNESS WHEREOF,the parties have signed this Sixth Amendment as of the date set forth above.
THE CITY OF RIVERSIDE,MISSOURI
By:
thlee�nA} L.Ro/s/Je, ayor
Date:
(1991/195/CONTRAM11176MA i 7 WA 9181996.1
Sixth Amendment-Master Development Agreement
HORIZONS INDUSTRIAL VI,LLC,
a Delaware Limited Liability Company
By: NORTHPOINT HOLDINGS,LLC,
a Missouri limited liability company,a Member
By:
Nathaniel ,Manager
Date:
By: THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY,a Wisconsin corporation,a
member
By: Northwestern Mutual Investment Management
Company, LLC, a Delaware limited liability
company,its wholly owned affiliate
By:
Joseph Miller,Managing Director
Attest:
Name:
Its:
Date:
{189s/16s/rONrMQ/0117&78?,7 j g WA 9181986.1
Sixth Amendment-Master Development Agreement
HORIZONS INDUSTRIAL VI,LLC,
a Delaware Limited Liability Company
By: NORTHPOINT HOLDINGS,LLC,
a Missouri limited liability company,a Member
By:
Nathaniel Hagedorn,Manager
Date:
By: THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY, a Wisconsin corporation,a
member
By: Northwestern Mutual Investment Management
j%OWCompany, LLC, a Delaware limited liability
STEgNG F,< company, its wholly owned affiliate
00.Gopv0gq
z NML m 4 B Michael P r .�M ng r
aE
�s'•,SEAL•.. i ' Attest:
psi'+,�9ANCE.r00"" Name
.
errs 11w Its:
Date: Februaa 33.2017
(1893/155/C0arBACr/01176999;3} g WA 9181986.1
Sixth Amendment-Master Development Agreement
RIVERSIDE HORIZONS,LLC,
a Missouri limited liability company
By: NorthPoint Holdings,LLC,
a Missouri limited liability company
Its: Manager
By:
Nathaniel a n,Manager
Date:
Da1W15VC0a78ACr/8117MM,,1) 9 WA 9181986.1
Sixth Amendment-Master Development Agreement
NORTHPOINT DEVELOPMENT,LLC,
a Missouri limited liability company
By:
Na 1e1 HAA,Manager
Date:
(169/IS5/CONrRACr/011769W.3 V 10 WA 9181996.1
Sbcth Amendment-Master Development Agreement
EXHIBIT LIST:
Exhibit A: Form of Special Warranty Deed From IDA to City
Exhibit B: Shaw Change Order 1119
4893/155/CONTBACT/81176999:3} 11 WA 9181986.1
Sixth Amendment-Master Development Agreement
EXHIBIT A
Form of Special Warranty Deed from IDA to City
SPECIAL WARRANTY DEED
THIS INDENNTURE is made as of February 7,2017,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, with a mailing address of 2950 NW Vivion Road, Riverside,
Missouri 64150, as grantor ("GRANTOR"), to the CITY OF RIVERSIDE, MISSOURI, a fourth class
city organized and existing under the laws of the State of Missouri, with a mailing address of 2950 NW
Vivion Road,Riverside,Missouri 64150,as grantee("GRANTEE").
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 and
sufficiency of which is hereby acknowledged) does by these presents, SELL and CONVEY 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, FINAL PLAT REPLAT OF RIVERSIDE HORIZONS INDUSTRIAL VI
EAST PLAT, a subdivision in the City of Riverside, Platte County, Missouri, according
to the recorded plat thereof,recorded January 5, 2017, as Document No. 2017000198,in
Plat Book 21 at Page 256.
EXCEPT AND FURTHER SUBJECT TO:
a. The subject property is conveyed subject to that certain Declaration of covenants,
restrictions, easements, charges, assessments and liens for Horizons Business
Park/Planned Development District dated February 13, 2012, and recorded in the
Office of the Recorder of Deeds of Platte County,under Document No. 2012003468,
as may be heretofore and hereafter amended in accordance therewith, all of the
provisions of which are specifically incorporated herein by reference thereto (herein
the "Declaration'), and all of which GRANTEE accepts as covenants running with
the land and binding at law as well as equity upon GRANTEE and its successors in
title to the subject property, and the obligations of which GRANTEE, for itself and
its successor in title,agrees to observe and perform.
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 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 claiming under GRANTOR.
IN WITNESS WHEREOF,Grantor has caused these presents to be signed as of the day and
year fust above written.
GRANTOR:
(1893/155X0NTBAR/01I76999;3 t A_I
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF RIVERSIDE,
MISSOURI
By:
Leland Finley,President
ATTEST:
Ey:
Sarah Wagner,Secretary
ACKNOWLEDGEMENT
STATE OF MISSOURI )
)SS
COUNTY OF PLATTE )
ON THIS day of 2017, before me, the undersigned, a Notary Public in and
for said County and state,personally appeared Leland Finley,to me personally known,who being by me
duly sworn, did say that he 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 on 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 fust
above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
11893/155/CONTBACT/03176999;3] A_2 WA 8906242.2
CITY OF
ct4-0
RIVERS
MISSOURI
Upiveom f wn mdkwry.
2950 NW Vivion Road
Riverside, Missouri 64150
MEMO DATE: January 26, 2017
AGENDA DATE: January 31, 2017
TO: Mayor and Board of Aldermen
FROM: Travis Hoover
RE: Change Order 19: SHAW CONSTRUCTION
Horizons Earthwork& Site Utilities (607-001)
BACKGROUND: This Change Order for Horizons Industrial A includes pad preparation,
mobilization, layout, supervision, erosion control, striping, clearing, onsite cut/fill,
import & pad fill to subgrade elevation, place %: surcharge, flip surcharge, remove
surcharge and fill site to grade, and finish grading of building pad.
BUDGETARY IMPACT: An additional cost of $1,178,854.00 for Change Order 19 will result in a total
amount of$11,877,545.22 for Shaw Construction.
Original Contract Amount $ 7,330,477.00
Total of Previous Changes $ 3,368,214.22
Total this Change Order $ 1,178,854.00
Current Contract Total $ 11,877,545.22
RECOMMENDATION: Staff recommends approval of the ordinance and acceptance of the change order
with George Shaw Construction for Horizons Earthwork& Site Utilities.
em or CI4ANOE ORDER NO. 19 P.a.Numaei ,n 1
- RIVERS aaPmnnxnm�—
mssCunl Cont115etorName: George J.Shaw Co.
Profenliona: Horizons Earthwork/Site Ulllllles
Prole,stm.: i
e.Nacl a". 12/1/ZQ,1_ The lamwnp changes lc Ne arvaue Dorso inn unl wa0 regtpred to cow,can a csorr"DP Ne
Profen lxaeon: RlyemWe.MwSOun Connector or to reelect savings lealred by nN CaacdGx as s result or achange In IN aCNi
contlruclN Rwnlllles from IN estimated quxeao shaNn on the Bid Proposal.
nPOagED CNNIOES IN PRESENT CONT111i
Coxraax Contrast Cmbxlx Imm OOvulpWn aRwan loc Clxnpv Orar(Revss aoeenGrlan[Wwrab lMnbbvsGrpmatM Nosier NOwx 'Nevem
live Mlrr N0. Rennes Pravwm Phan il2rit Crmnm Ordml 112l
Reaaax•n OY CN unamvm SilnCmglen.11 Na11Maaomle4a RanaaWm
O.er417 IlretPM Pansies UnNRW ANNJNnI
50 as Was mm io r..... a eeaxM,.® as mem% fa8720.00
00 >a0o 7708 Le Oxxrr m., a aurora 51511500
as 4sm lam v _ _ 'A uaeum III f D
0.a !F pID ma.xa
is NaxallorxaCUMY +a Sm 530546.00
ae ma0 nm u .wax++si E Fad rex fivoosal,eNxan ee stgxam 5462,8/4A0
04 N.m Nei l6 n to .—,a $97,384.50
4a mm rem a .e aaamam M072.00
oa Was u Is .xx.t wwwNow .a oar.Pam $107.418.9)
IFEos a.m 0.0 u 77.88 • Pu +a n+,arm 116174011D
PraNnro TOW $0.00 - _ Aalusted Total 51,178,854.00
•AD Nei Charge $1,178.851.00
sUxMmurwMe[I
Dfnal Conlna Amount 57,330.477.00
Net Amount of Pmvv lm AAdaons and Deductions $3,368,214.22
Net Carnal Anounl Pmr to The Re4uest $10,1608,681.22
n+.aMeR M.nlaf'.hls RICO $1,178,854M
Naw C.M.01 Amounl $11.877.515.72
Percent Cnanpc in CwVact Amount 11.02%
DESIGN ENGINEER c
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CONTRACTOR: ONSITE PROJECT MANAGER:
CONTRACTOR'S CeAif.otron b Chtea Oraar: ON-SITE PROJECTMANAGER Cedifinahon
Onakill
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Instructions
1