HomeMy WebLinkAbout1571 Seventh Amendment to Master Development Agreement Development of Briarcliff Horizons BILL NO. 2017 -072 ORDINANCE NO. ,5
AN ORDINANCE AUTHORIZING THE CITY TO ENTER INTO A SEVENTH AMENDMENT TO
THE MASTER DEVELOPMENT AGREEMENT FOR THE DEVELOPMENT OF THE
BRIARCLIFF HORIZONS SITE
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, 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
("RH"); 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 Amendments 1 through 6
to the MDA; and
WHEREAS, RH, NPD, and the City desire to amend the MDA pursuant to the Seventh
Amendment to Master Development Agreement attached hereto as Exhibit A, and incorporated
herein (the "
Seventh Amendment'), to resolve certain ambiguities with respect to the
Developer's Capital Contribution (as defined in the MDA), Developer Return (as defined in the
MDA), and other matters 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 Seventh Amendment.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI AS FOLLOWS:
SECTION 1. BEST INTEREST OF THE CITY TO APPROVE SEVENTH 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 Seventh Amendment, attached hereto as
Exhibit A and incorporated herein, and the Board of Aldermen does hereby approve the
Seventh Amendment.
WA 10435776.1
SECTION 2. AUTHORITY GRANTED. The City hereby authorizes the Mayor of the
City to execute and deliver the Seventh Amendment, 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.
SECTION 3. 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 5t'day of December, 2017.
at een L. Rose, Mayor
ZAT.:... A B
Robin Kincaid,,Cjty.Clerk
Approved as to form:
1
Speder Fane LLP,
ci#1 Counsel to the City
by Joe Bednar
2 WA 10435776.1
EXHIBIT A
SEVENTH AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
3 WA 10435776.1
SEVENTH AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
THIS SEVENTH AMENDMENT TO MASTER DEVELOPMENT AGREEMENT (this
"Seventh Amendment")is made and entered into as of December 15,2017,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 "W'), RIVERSIDE HORIZONS, LLC, a Missouri limited liability
company CRH"), and NORTHPOINT DEVELOPMENT, LLC, a Missouri limited liability company
("NP Development", and together with the City and RH, the "Parties'). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in 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 terns and conditions upon which Briarcliff Realty may
purchase all or a portion of the Briarcliff Horizons Site 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;and
WHEREAS, the Parties desire to enter into this Seventh Amendment to resolve certain
ambiguities with respect to the Developer's Capital Contribution,Developer Return, and other matters as
set forth herein.
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 Seventh Amendment as follows:
1. Recitals. The Recitals set forth above are incorporated into and made a part of this
Seventh Amendment as if fully set forth in this Section 1.
2. Developer's Capital Contribution and Developer Return. The Parties hereby
acknowledge and agree that the outstanding balance of the Developer's Capital Contribution immediately
prior to the execution and delivery of this Seventh Amendment was$1,450,000. Simultaneously with the
execution and delivery of this Seventh Amendment, RH is purchasing from the City a portion of the
Briarcliff Horizons Site having a legal description of RIVERSIDE HORIZONS INDUSTRIAL VII
EAST, a Replat of Lots 2 & 3, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in
Riverside, Platte County, Missouri, according to the recorded plat thereof,recorded November 9,2017 as
Document No. 2017015027 in Plat Book 21 at Page 325. Upon such purchase and sale, and the
{3893/001/MDA/01360628;3) 1 WA 103855011.1
Seventh Amendment-Master Development Agreement
simultaneous Subsequent Land Sale from RH to Horizons Industrial VII, LLC, and following receipt of
the sale proceeds by RH, the Parties hereby acknowledge and agree that the outstanding balance of the
Developer's Capital Contribution will be $578,216. The Parties further acknowledge and agree that (a)
the Developer Return will not apply to the remainder of the Developer's Capital Contribution, and (b)
from and after the date of this Seventh Amendment, no amounts paid out of the Special Infrastructure
Project Escrow Account shall cause any amounts to be pledged to the Developer's Capital Contribution.
For the avoidance of doubt,unless and until the MDA is further amended by the written agreement of the
Parties to provide otherwise,the outstanding balance of the Developer's Capital Contribution(y)will not
earn interest, and (z) will not be increased as a result of any actions taken in connection with the
Infrastructure Project. The foregoing shall not affect any obligations of NP Development with respect to
the Infrastructure Project.
3. Modification. No modification of the terms of this Seventh Amendment shall be valid
unless in writing and executed with the same formality as this Seventh Amendment,and no waiver of the
breach of the provisions of any section of this Seventh Amendment shall be construed as a waiver of any
subsequent breach of the same section or any other sections which are contained herein.
4. Further Assurances. The Parties agree to execute such other further documents as may
be necessary to effectuate the purposes of this Seventh Amendment or that may be required by law.
5. Execution; Counterparts. This Seventh 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
Seventh Amendment.
6. Entire Agreement. This Seventh Amendment and the MDA 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. 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 Seventh Amendment, this
Seventh Amendment will control.
[Remainder of Page Intentionally Left Blank—Sign"e Pages to Follow]
(1893/001/MDA/01360628;3] 2 WA 10385011.1
Seventh Amendment-Master Development Agreement
IN WITNESS WHEREOF,the Parties have signed this Seventh Amendment as of the date first set
forth above.
THE CITY OF RIVERSIDE,MISSOURI
By: �J
A�aleen L.Rose,Mayor
RIVERSIDE HORIZONS,LLC,
a Missouri limited liability company
By: NorthPoint Holdings,LLC,
a Missouri limited liability company
Its: Manager
By:
Nathaniel Hagedorn,Manager
NORTHPOINT DEVELOPMENT,LLC,
a Missouri limited liability company
By:
Nathaniel Hagedorn,Manager
(1693/001/MDA/n13WQ8,,3) 3 WA 10385011.1
Seventh Amendment-Master Development Agreement
IN WITNESS WHEREOF, the Parties have signed this Seventh Amendment as of the date first set
forth above.
THE CITY OF RIVERSIDE,MISSOURI
By:
Kathleen L.Rose,Mayor
RIVERSIDE HORIZONS,LLC,
a Missouri limited liability company
By: NorthPoint Holdings,LLC,
a Missouri limited liability company
Its: Manager
By:
Nathan ge n,Manager
NORTHPOINT DEVELOPMENT,LLC,
a Missouri limited liability company
By:
Nathan
,r,dlorn,Manager
(M3,U1/MDR/01360QB;31 3 WA 10395011.1
Seventh Amendment-Master Development Agreement