HomeMy WebLinkAbout1631 Lot 6 Public Infrastructure Project Reimbursement Horizons Industrial V BILL NO. 2018-058 ORDINANCE NO. 1631
/
AN ORDINANCE AUTHORIZING AND APPROVING PAYMENT IN ACCORDANCE WITH
THE TERMS OF THE MASTER DEVELOPMENT AGREEMENT BETWEEN THE CITY AND
RIVERSIDE HORIZONS, LLC AND AUTHORIZING AND APPROVING PAYMENT IN
ACCORDANCE WITH THE TERMS OF THE LOT 6 ADDITIONAL PUBLIC
INFRASTRUCTURE PROJECT REIMBURSEMENT AND ESCROW AGREEMENT BETWEEN
THE CITY AND HORIZONS INDUSTRIAL V, LLC
WHEREAS, Briarcliff Realty, LLC, a Missouri limited liability company, and the City of
Riverside, Missouri (the "City") entered into that certain Master Development Agreement dated
as of May 10, 2011 (the"MDA"); and
WHEREAS, Briarcliff Realty, LLC assigned 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; 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, Section 9.1 of the MDA provides for a payment to RH of an amount equal to
10% of the PILOT revenues generated from the improvements constructed pursuant to Section
6.4(a); and
WHEREAS, on or about May 13, 2015, the City and Horizons Industrial V, LLC, a
Delaware limited liability company ("Horizons V" and an affiliate of RH), entered into that certain
Lot 6 Additional Public Infrastructure Project Reimbursement and Escrow Agreement (the
"Agreement"), which was approved by Ordinance No. 1412 on May 12, 2015; and
WHEREAS, Section 7 of the Agreement provides for the City to reimburse Four Hundred
Thousand and 00/100 Dollars ($400,000.00) to Horizons V for a portion of the Shaw Change
Order#17 costs (as such terms are defined in the Agreement) after the City has received PILOT
payments solely attributable to construction and completion of Horizons V; and
WHEREAS, the City has received such PILOT revenues for 2018 attributable to solely
Horizons V in the amount of Four Hundred Ninety-Six Thousand Three Hundred Ninety and
41/100 Dollars ($496,390.41); 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 and the Agreement, 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
respective payments to RH and Horizons V.
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 AND PAY THE
HORIZONS V PILOT SHARE AND THE RH PILOT SHARE. It is in the best interests of the
City in order to further the objectives of industrial and economic development of the City, and
WA 11979826.1
WA 11979705.1
the terms and conditions of the MDA and the Agreement, 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 payment in accordance with the Agreement to Horizons Industrial V, LLC, and to
approve the payment in accordance with the MDA to Riverside Horizons, LLC; and such
payment is hereby approved, provided that any outstanding Developer Return and/or
Developer's Capital Contribution be reduced by such amount as set forth in Section 9.4 of the
MDA.
SECTION 2. AUTHORITY GRANTED. The City hereby authorizes the Mayor, the City
Administrator, the Director of Finance, Special Counsel to the City and other appropriate City
officials to pay the payment in accordance with the Agreement to Horizons Industrial V, LLC,
and to approve the payment in accordance with the MDA to Riverside Horizons, LLC and 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 20'^day of November, 2018.
_. . Ka an L. Rose, Mayor
G., Y
ATTEST:-.:
a
Robin Kincaid, City q rk
Approved as to form:
Spe cer lane LLP
Sped@i2bunsel to the City
by Joe Bednar
2 WA 11979826.1
WA 11979705.1
HORIZONS INDUSTRIAL V, LLC
4825 NW 415T ST,SUITE 500
RIVERSIDE,MISSOURI 64150
816-888-7380
January 8,2018
VIA HAND DELIVERY VIA HAND DELIVERY AND EMAIL
City of Riverside City of Riverside
City Hall City Hall
2950 NW Vivion Road 2950 NW Vivion Road
Riverside,Missouri 64150 Riverside,Missouri 64150
Attn: City Administrator Attn:Clerk
Re: Notice of Request for Reimbursement of Public Funds ($400,000.00) per Lot 6 Additional
Public Infrastructure Project Reimbursement and Escrow Agreement Dated May 14, 2015
("Reimbursement Agreement") by a between City of Riverside, Missouri, a City and Political
Subdivision Duly Organized and Existing under the Constitution and Laws of the State of Missouri
("City")and Horizons Industrial V,LLC,a Delaware Limited Liability Company("Horizons V").
Ladies and Gentlemen:
Per the Reimbursement Agreement,attached hereto as Exhibit A,the City and Horizons V agreed to share
the costs of the Additional Public Infrastructure (i.e. site grading/fill and site demolition,excavation and
grading). Per the Shaw Change Order#17,the projected cost of the Additional Public Infrastructure was
$800,424.00 of which $400,000.00 is the responsibility of the City and, per the Reimbursement
Agreement,is reimbursable to Horizons V following receipt of payments in-lieu of taxes for the Horizons
V project(the"PILOT Payments")by the City/City Treasury.
As of the date of this letter, PILOT Payments in the amount of$514,901.82 have been paid by Horizons
V to the City/City Treasury. As such, and in accordance with Section 7 of the Reimbursement
Agreement, Horizons V is hereby requesting reimbursement of the Public Fund portion of the Additional
Public Infrastructure (i.e. $400,000.00). Please remit payment in accordance with the Reimbursement
Agreement to the following address:
Horizons Industrial V,LLC
Attn:Nathaniel Hagedorn
4825 NW 41'Street,Suite 500
Riverside,Missouri 64150
Should you have any questions regarding this notice, please contact me at your earliest opportunity.
Thank you.
HORIZONS INDUSTRIAL V,LLC
By:
Na 'e agedom
11893/106/CLOSING/01372260;1I
EXHIBIT A
Lot 6 Additional Public Infrastructure Project Reimbursement and Escrow Agreement
(1893/106/CLOSING/01372260;1)
LOT 6 ADDITIONAL PUBLIC INFRASTRUCTURE PROJECT REIMBURSEMENT AND ESCROW AGREEMENT
THIS LOT 6 ADDITIONAL PUBLIC INFRASTRUCTURE PROJECT FUNDING REIMBURSEMENT AND
ESCROW AGREEMENT ("Reimbursement and Escrow Agreement") is voluntarily made and entered into
this 14th day of May, 2015, by and between the CITY OF RIVERSIDE, MISSOURI, a city and political
subdivision duly organized and existing under the Constitution and laws of the State of Missouri("City"),
and HORIZONS INDUSTRIAL V, LLC,a Delaware limited liability company ("Horizons V").
RECITALS:
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"); and
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 Agreement");and
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;and
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 the terms and conditions upon which Briarcliff Realty may purchase a portion of the
Mortgaged Property from the City; 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, LLC, 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 its rights, title, interest, duties and
obligations regarding infrastructure under the MDA to an affiliate, Northpoint Development, LLC, a
Missouri limited liability company("NP Development"); and
11893/106/UrY/00974457,2 WA 6929141.1
WHEREAS, NorthPoint Holdings, LLC, a Missouri limited liability company("NP Holdings"), is the
sole member and manager of NP Development, is a member of Horizons V, and has been appointed as
the Development Manager of the Project pursuant to that certain Development Agreement between NP
Holdings and Horizons V; and
WHEREAS, RH on or about April 17, 2015 provided the City with a Notice of Intent to Purchase,
pursuant to Section 7.5(a) of the MDA, stating its notice of intent to purchase certain property in the
Riverside Horizons Site in order to construct a Project on a portion of the Mortgaged Property
("Notice"),attached hereto as Exhibit A; and
WHEREAS, the IDA owns the land identified for purchase in the Notice for the Project, Lot 6,
Riverside Horizons Industrial V East, Second Plat, ("Site"), described in the attached Exhibit B, 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, the form of which is
attached hereto as Exhibit C; and
WHEREAS, the City finds that it is necessary and in the best interests of the City, in order to
further the objectives of the TIF Plan and objectives of industrial and economic development for the
City, to authorize sale of the Site from the IDA to the City at the price of$.50 per square foot;and
WHEREAS, the size of the Site is 979,509 square feet, making the purchase price of the Site Four
Hundred Eighty-Nine Thousand Seven Hundred Fifty-Four and 50/100 Dollars ($489,754.50) ("Sale
Price"); and
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; and
WHEREAS, RH, pursuant to said Notice, intends to assign its rights pursuant to the MDA to
develop the Site to Horizons V who intends to develop the Project through construction of a 491,448
square foot industrial distribution warehouse("Development"); and
WHEREAS, pursuant to the MDA, the City agrees to incur specified costs to prepare the property
for the Development;and
(1893/106/CIT /009144s7,2) Horizons 1 WA 6929141.1
WHEREAS, in order for the Site and areas around the Site to be developed, the City is providing
certain public infrastructure improvements, including but not limited to: (1) the construction of Helena
Road and 41st Street; (2) sanitation systems and stormwater systems; and (3) water systems, natural
gas,electric and telecommunication lines,and street lights;and
WHEREAS,additional public improvements including, but not limited to: (1) site grading and fill
and (2) site demolition, excavation and grading("Additional Public Infrastructure") are also needed for
the completed construction and use of the Site;and
WHEREAS, Horizons V, in consideration for the City directing the IDA to sell the Site to the City
and that the City subsequently sells the Site to RH for the Sale Price, has agreed to participate with the
City in the costs of providing the necessary Additional Public Infrastructure for the Site;and
WHEREAS, the City's Board of Aldermen authorized City funds of no more than Four Hundred
Thousand Dollars ($400,000.00) to be expended for Additional Public Infrastructure costs for the Site
("Public Funds");and
WHEREAS, based on the Project design and construction specifications, the anticipated cost of
providing the Additional Public Infrastructure is Eight Hundred Thousand Four Hundred Twenty-four and
00/100 Dollars ($800,424.00), which shall be funded by Horizons V ("Private Funds") of which Four
Hundred Thousand and 00/100 ($400,000.00)shall be reimbursed by the City to Horizons V 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 PILOTS paid by Horizons V;and
WHEREAS, the City's Board of Aldermen instructed staff and Special Counsel to enter into an
agreement with Horizons V to establish the Project funding sources and specify an escrow process for
the Private Funds to fund the Additional Public Infrastructure costs whereby Horizons V shall cause to be
deposited into an account within the City Treasury designated by the Finance Director Eight Hundred
Thousand Four Hundred Twenty-four and 00/100 Dollars($800,424.00) as a condition precedent to the
issuance of Notice to Proceed on the Project by the City Administrator; and
WHEREAS,the City and Horizons V desire to enter into this Funding and Escrow Agreement with
respect to the provision of Public Funds and Private Funds for the Additional Public Infrastructure
construction.
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 V Site, Demolition, Excavation &
(1893/106/CIiy/00974457;2( Horizons b WA 6929141.1
Grading Scope of Work, attached hereto as Exhibit D and incorporated herein ("Shaw Change Order
# "),is required; and
WHEREAS, based on the Project specifications approved in the City Ordinance Hiaapproving
the Shaw Change Order# , the anticipated cost of the Shaw Change Order# l 7 is Eight Hundred
Thousand Four Hundred Twenty-four and 00/100 Dollars ($800,424.00), all of which shall be deposited
by Horizons V into an account within the City Treasury as designated by the Finance Director for the City
prior the commencement of the scope of work described within the Shaw Change Order# )7; and
WHEREAS, the City and Horizons V desire to enter into this Reimbursement and Escrow
Agreement with respect to the City's reimbursement of$400,000.00 of the costs for the Shaw Change
Order# ! 7.
COVENANTS AND AGREEMENTS:
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 Horizons V hereby
agree to this Reimbursement and Escrow Agreement as follows:
1. Recitals and Exhibits
a. Recitals
The Recitals set forth above in this Reimbursement and Escrow Agreement are
incorporated into and made a part of this Reimbursement and Escrow Agreement as if
fully set forth in this Section l.a.
b. Exhibits
The Exhibits to this Reimbursement and Escrow Agreement are incorporated into and
made a part of this Reimbursement and Escrow Agreement as if fully set forth in this
Section 1.b.
2. Design and Construction
Horizons V and the City agree to the Scope of Work as contained within the Shaw Change Order
# 17 ,attached hereto as Exhibit D, and incorporated herein.
3. Cost of Construction
(1893/106/ci Y/00974457;2{ Horizons Na WA 6929141.1
The City and Horizons V anticipate the cost of construction for the Shaw Change Order kt / to
meet or exceed $800,424.00. 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 Escrow Agreement, Horizons V 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 Shaw Change Order, If the
cost of construction of the Additional Public Infrastructure increases over the course of
construction, Horizons V 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 as described in Section 7, below, the City shall use the Public Funds
(subject to the payment due RH as provided by Section 9.1(a) of the MDA) to reimburse
Horizons V for $400,000.00 in Private Funds used in the construction of the Lot 6
Building Pad.
(1893/106/Clrv/00970457,2) Horizons WA 6929141.1
5. Escrow
Horizons V 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
Shaw Change Order #12. The City shall place Horizons V's funds in escrow to be drawn down as
necessary for the duration of construction of the Chaw Change Order#17. If additional Private Funds
are necessary to complete the Additional Public Infrastructure, Horizons V 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 V escrow account following Project completion "(Excess Private Funds"), the
funds shall be returned to Horizons V within 60 days following the commencement of vertical
construction on the Site. Both the Private and Public Funds identified in this Reimbursement and Escrow
Agreement are specifically identified for the payment of the construction of the Additional Public
Infrastructure and shall not: (1) be deposited into the MDA Escrow Account, (2) be considered
"Developer's Contribution" as defined within the MDA, and (3) earn interest as the Developer's
Contribution made pursuant to the MDA.
6. Construction Cost Contingency
Where the Private Funds will be insufficient to pay for the total cost of the Shaw Change Order
# ,Horizons V shall provide funds in an amount to pay for the total Shaw Change Order# 177 that
is in excess of the Private Funds. Failure of Horizons V to deposit sufficient funds into the City Treasury
to pay for the total cost of the Shaw Change Order Is I7,terminates their right to reimbursement
pursuant to Section 7 of this Agreement.
7. Reimbursement
Upon the City's receipt of payments in-lieu of taxes for the Project, Horizons V may request
reimbursement for$400,000.00 paid in Private Funds for Shaw Change Order#LI construction costs.
The City shall provide the reimbursement to Horizons V within 60 days of a written request for the
same. Failure of Horizons V to deposit sufficient funds into the City Treasury to pay for the total cost of
the Shaw Change Order#f,,terminates their right to reimbursement pursuant to this section.
8. Indemnification
Horizons V 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
solely out of Horizons V's actions involving:the design,construction and completion of the Shaw Change
11893/106/CITY/009744s7.2 Horizons b WA 6929141.1
Order # or as a result of any breach, default or failure to perform by Horizons V under this
Reimbursement and Escrow Agreement (collectively referred to as "Claim"). Horizons V 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 V, 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 Reimbursement and Escrow Agreement shall be valid unless
in writing and executed with the same formality as this Reimbursement and Escrow Agreement, and no
waiver of the breach of the provisions of any section of this Reimbursement and Escrow Agreement 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 Reimbursement and Escrow Agreement or that may be required by law.
IN WITNESS WHEREOF, the parties have signed this Reimbursement and Escrow Agreement as of the
date set forth above.
THE CITY OF RIVERSIDE,MISSOURI
a Miim'uJnicipal corporation
By: t��tt.LC�
Kathleen L. Rose, Mayor
Date: .E—(13 I)-D /5-
1893/106/CITW00974457.2 i Horizons b WA 6929141.1
HORIZONS INDUSTRIAL V,LLC.
a Delaware Limited Liability Company
By: NORTHPOINT HOLDINGS, LLC,
a Missouri limited liability company
Its: Manager
By:_
Name: Nathaniel H e rn
Title: Manager
Date: cl.)/I.J/ '
RIVERSIDE HORIZONS,LLC,
a Missouri limited liability company
By: NORTHPOINT HOLDINGS, LLC,
a Missouri limited liability company
Its: Manager
By. _.
Name: Nathani I H dorn
Title: Manager
Date: S/13/16
0.893/1o6/CLOSING/oo977335;1 f Horizons Ni WA 6929141.1
Exhibit A: Notice of Intent to Purchase
Exhibit B: Final Plat
Exhibit C:Special Warranty Deed
Exhibit D:Shaw Change Order
i1893/106/CLOSING/03977335;1 I Horizons V WA 6929141.1
EXHIBIT A
Notice of Intent to Purchase
RIVERSIDE HORIZONS,LLC
5015 NW CANAL Sr.' surre 200
RIVERSIDE,MISSouRI 64150
April a'2015
VIA FACSIMILE(Hit,)7,16•8349.
HAND DELIVERY AND US MAIL
City of Riverside
City Hall
2950 NW Vivion Road
Riverside,Missouri 64150
Attn:City Administrator
Re: Notice of Intent to Purchase Certain Property in the Briarcliff Horizons Site,
Specifically,Lot 6 of Riverside Horizons Industrial V East,Second Plat
Ladies and Gentlemen:
The City of Riverside, Missouri(the"City")and Briarcliff Realty,LLC (now known as BR NorthPoint,
LLC) entered into that certain Master Development Agreement (the "MDA") on May 10, 2011.
Thereafter, with the City's consent, BR NorthPoint, LLC assigned its rights and obligations under the
MDA to Briarcliff Horizons, LLC, which changed its name with the Missouri Secretary of State on
February 24, 2012 to Riverside Horizons, LLC(the "Developer"), an affiliated entity of BR NorthPoint,
LLC.
The MDA provides the Developer with certain vested rights to purchase, from time to time, all or a
portion of the property within the area of land delineated by the MDA known as the"Briarcliff Horizons
Site." The Developer now desires to purchase, pursuant to the terms and conditions contained in the
MDA,all of Lot 6 of Riverside Horizons Industrial V East, Second Plat as depicted and described on the
enclosed Final Plat prepared by Renaissance Infrastructure Consulting, recorded December 8, 2014 with
the Platte County, Missouri Recorder of Deeds, as Instrument No 2014013715 in Book 21 at Page 124
(the "Property"). The Purchase Price for the Property shall be $489,754.50, which is based upon the
MDA's purchase price of$0.50 per square foot and the Property's measured square footage of 979,509
square feet as set forth in the Final Plat.
Therefore,pursuant to Section 7.5(a)of the MDA, the Developer hereby provides the City with notice of
the Developer's intent to purchase on April 15, 2015,the property described and depicted on Exhibit A
hereto, pursuant to the MDA. The developing party will be Horizons Industrial V, LLC, a Delaware
limited liability company.
Should you have any questions regarding this notice, please contact the undersigned at your earliest
opportunity. Thank you.
RIVERSIDE HORIZONS,LLC
13y: • --)
Nathaniel lla1, �,r Manager
Enclosure: Riverside Horizons Industrial V East,Second Plat
iissatrowcnv/oas4sszl:21
EXHIBIT B
Final Plat
F INAL N-AT
RIVERSIDE HORIZONS INDUSTRIAL V EAST, SECOND PLAT
A REPLAT OF LOTS 6 AND 7,RIVERSIDE HORIZONS INDUSTRIAL V EAST,IN THE CITY OF RIVERSIDE,PLATTE COUNTY,MISSOURI
.1.1....1. aro
gm..Marla.Itairltu•Zarb IA
asp%Ir.SNOWS
fts. fte.04
•
••• IMOD 4)
• •
=
•
• .1,
4/11
ea -4....AK •
/17:
•
-•
:"•
..p
•
--.•
•
...B.....
•
- - — - -
PIVER-•.;Di
Renaissance
Infrastructure_ • :._
Ginsultirig
Exhibit C
Form of Special Warranty Deed from IDA to City
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of May , 2015, 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 6, RIVERSIDE HORIZONS INDUSTRIAL V EAST, SECOND PLAT, a
subdivision in Riverside, Platte County, Missouri, according to the recorded plat
thereof, recorded December 8, 2014, as Instrument No. 2014013715, in Plat
Book 21 at Page 124.
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.
WA 69I9798 1
IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day
and year first above written.
GRANTOR:
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF RIVERSIDE, MISSOURI
By:
Leland Finley, President
ATTEST
By
Sarah Wagner, Secretary
ACKNOWLEDGEMENT
STATE OF MISSOURI
SS
COUNTY OF PLATTE
ON THIS day of May, 2015, 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
first above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires
2 WA 6919798 1
EXHIBIT D
Shaw Change Order
CITY OF
RIVER51Df__
Upstream from ordinary.
2950 NW Vivion Road
Riverside, Missouri 64150
MEMO DATE: May 05, 2015
AGENDA DATE: May 12, 2015
TO: Mayor and Board of Aldermen
FROM: Travis Hoover
RE: Change Order 17: SHAW CONSTRUCTION
Horizons Earthwork& Site Utilities (607-001)
BACKGROUND: This Change Order (attached exhibit E) includes pad work for Horizons
Industrial V. Fill material for building pad to be pulled from onsite stockpiles per
attached aerial photograph (exhibit G). Pad work to conform to requirements
per attached Horizons V Demolition, Excavation, Grading & Building Pad Scope
of Work (exhibit H).
BUDGETARY IMPACT: An additional cost of $800,424.00 for Change Order 17 will result in a total
amount of$10,628,930.22 for Shaw Construction.
Original Contract Amount $ 7,330,477.00
Total of Previous Changes $ 2,498,029.22
Total this Change Order $ 800,424.00
Current Contract Total $ 10,628,930.22
RECOMMENDATION: Staff recommends approval of the ordinance and acceptance of the change order
with George Shaw Construction for Horizons Earthwork & Site Utilities.
m of CHANGE ORDER NO, 17 • Number .a1 1
RIVERSPapaol PIA A thee o
r:s:c.,, Contractor Name: George J.Shaw Co. Colo r,,,PO'ot 5/52015
vref.r-t tr.... t.orvzoos Earthwork I Site iJohues
.rq.a rsmr.0437-OC1 ---
Ctar.aaDQ 12/1r2ou TO*T011ominpilaerp.t 10lru a9,1 Coitus.:anourof Mat.rnt•.nca.0 CC./CAW elWaon10 Of lrrt•
P roject r'eset..feetnellik Motet CW*.Iafl at to reflect terer3s,sailed Try he Contr.:1w D .resat cf a cv'yt in lb.actual
0216.11.11210 quaNLes'horn Int estlnt:?J aenir-act.•YCiwn on the 8A Prot7AV
221N0U CfMtlaf01 a►acwrr CONTRACT
CerraaRx Catboat or Carina ea RYtGeq`YNI It Ammo ibrChtega Ortiz(Nee beats Nal Woe Ind ten Mie Wtt neon for Ned CO iww ilerpu
Lifts ten No Pradwn Parton Perham Uri Chino*WW1 1)Wglre.dd by Ply 2)Mdeewn MN Cannons n Net loceoparal.d In pr.v pro Mostly QA rt C
sn1 1.,, SO.00 i SO CC I Horizon.IndraWal V-Ste DentaNcrr E.:ovate,a&raom: ---- -. SI CC $800,Q400 sacc.c.A.oal
1 1D 1 so DD 1 50.001 Ls Si 00 s000 SO 00
1 1.0 $0.03 MOO I :S ; 21 00 SOW J SOLO 1
r
1 s0.00 I So 00
Pmrous%tag, S0.00 t S000
Adjusted Tool sioa4240C.
Net Clcr gt S8 O 4 4
Scao n•K o'Cwtna
Contrad Arnor,,t S7,330,477.00
Net Anard it Previous Addition.and ElolueWons S2,496,028.22
Net Contract Mlwtt Prior to This Requml S9,620006.22
Account of This Request $800,424.00
New Clnlract Amount $1 0,628,930.22
Percent Charge r Contract Amount 8.14%
r
DESIGN ENGINEER: CITY OF FdVERSIDE,MISSOURI: 1.. r I
o.a.�._ OlssorrtAssociates city Engineer: .,/`Z' L Y -` ' ��
ere Perna Gaunt tCknian ?rMe Hower ae••. ? � " - _- J
awn --- _ City Administrator: / `j '� /t `' I
ore :r 12/15 Greg 1/126 ir.k,i �+
CONTRACTOR: ON-SITE PROJECT MANAGER:
I;ON1RACTOR'5 Ccnitrwtemler Ch o:or 0,0 O, ONISITE PROJECT Of/WAGER Cetltfrea:rnn he Ch.ome aoer
Tia ada.ltme CONTRACTOR metes tat r damn In acoororre..i►Ow Corral Oeorr.i.,O.fs.ete ader..lrn'*end
de.eroea row no nocewrry In Oder Do CONTRACTOR to the den comfoloi o Don tarp.Harr.Ito NW.DrtrttG mower coolie.
RMeto Ain eaUbn Otto coon aoconwe4,ad.al liw to on Owns,dart In Ow bet d fa cot.woo..vwp✓l osooldp0.
▪atd GNe0 rare ore cored win n ous.to Ito eery ..ufetrtw Sc 0rlt Its roar r.e¢rcwa ur.ye fee rraaerel in'mimic
.eoprr.d con Owl tamps wan. 'nose.O 01.flooteno al fa aotCv t OO/Sr Ara Sc MOWN'S
r:I.4 WCx no cYR6.y fi..,0.e the Kh ele[illdege tear Via amass s m
f
4
a 1 'a -1 S(�r„a _ N::?..17
2-�"1t ,�, 6 ,,E lee�.:'►—
Tina..ae.e w V ....V•n.. / Aa1, a AC"T.r��
See•! �� • ea. 1.,,ae
EXHIBIT F—DRAWING LOG
PROJECT: Horizons V Site Demolition, Excavation&Grading
LOCATION: 4400 NW 41s`Street
Riverside,MO 64150
DATE: 04/20/2015
CONTRACTOR: George J.Shaw Construction Company
ALL DRAWINGS AND SPECIFICATIONS BELOW ARE INCLUDED AS PART OF THIS CONTRACT:
Drawing Set: LOT SURCHARGE&MASS GRADING PLANS for RIVERSIDE HORIZONS as
prepared by Olsson Associates dated 11.21.2014 for Olssonproject no.: 011-1150
Sheet: Title:
C1.01 COVER SHEET
C2.01 LOT MASS GRADING &SURCHARGE PLAN
C2.02 LOT MASS GRADING &SURCHARGE PLAN
C2.03 LOT MASS GRADING&SURCHARGE PLAN
Drawing Set: HORIZONS INDUSTRIAL V—Construction Documents—City of Riverside, Platte
County, Missouri as prepared by Renaissance Infrastructure Consulting&
Finkle+Williams Architecture dated 02-02-15 for R.1.C. Project No.: 1414-0161.
Sheet: Title:
C1.0 GENERAL LAYOUT
C1.1 GRADING PLAN
C1.2 GRADING DETAILS
C1.3 GRADING DETAILS
C1.4 GRADING DETAILS
C1.5 GRADING DETAILS
C1.6 GRADING DETAIL
C1.7 UTILITY PLAN
C1.8 DRAINAGE AREA MAP&STORM SEWER PLAN
C1.9 ROOF DRAIN LINE PLAN
C1.10 EROSION CONTROL PLAN
C1.11 STANDARD DETAILS
C1.12 STANDARD DETAILS
C1.13 STANDARD DETAILS
The above drawings and specifications can be
viewed in the office of the City Engineer.
Horizons V -
loge":C
+..
_'1, .. ,, ,,',.1-...i4,.' .k", ca,,,,
Ons�te Sorrow locations "" :::*.41„,...::::'
rfYNVI' Tremont T-j._...:r-T1'.
tsirar� _ ` c� �� fir. , .,` NorthPoint
r ,
i 3 � � �� Y -i ram. � .gam
V .
r `e
!, /b _ --. -...... ,.
...,._ .
i K
j „� ti t
.fit j� Sir.,,,,E >
I til. . •
-, •,,,,„. ,,,,4 'A.. ‘, :‘#(1,OC)„,°frOti,
\ }
.#�
t a 1 t .�
_ _ r
� „,,, x
,1,. -.,
`�7 •- ! 4' �. •,R.. - - Mom:. ,Y j y�
4.
s
erthPoint r .
,Y:'r. r •,.. ,tom., '-0t' wj ,. "
�t - .
. , .,• ., ......., ,. 4 .4. ...- - 41 X
I• ti.: ��� -14A.es - _'6 1. - r.- �' .
.,..._.-, -,,,,..s..•.A.-*AAA...
.„
. \1 ,.
i:i''r.0°‘•04ef,'' ",t,,
,,:.,"*-a.
r,.,,.,:0.. ,.
•,
.,'..,6f,
AAi;
4' \.
., Fil: Import Area � t
� p Alternate Bor-oar , •
;�
• $�E' G •
J"
i
Y.
..._y - •._ _ - -
..
EXHIBIT H
HORIZONS V SITE DEMOLITION.EXCAVATION,GRADING&BUILDING PAD SCOPE OF WORK
PROJECT: Horizons V
Site Demolition, Excavation&Grading
LOCATION: 4400 NW 419I Street
Riverside, MO 64150
DATE: 05/15/2015
CONTRACTOR: George J.Shaw Construction Company
1. Contract Documents:
A. Contract documents consist of the Contract Agreement and the Construction Documents
identified in this"Exhibit H".
2. Scope of Work:
The scope of work includes,but Is not necessarily limited to the following:
A. Provide all Site Demolition, Excavation&Grading work shown on the contract documents
and as defined herein including but not limited to:mobilization, supervision and utility
locates; silt fence;site stripping;site cuts and fills;import of material for surcharge and fill;
surcharge of half building pad,flipping of surcharge and surcharge or second half of
building pad; removal of surcharge to fill areas; removal of remaining surcharge to
adjacent site;construction of building pad to 10' beyond exterior walls;grading of building
pad to+/-0.1'and site to+/-0.5'per drawings.The word provide when used herein shall
mean furnish and install completely, Including all costs for labor,materials, equipment,
hoisting, layout,scaffolding,tools,cranes, rigging,and any of the facilities necessary to
complete the Work.The word install means all labor, miscellaneous materials,hoisting,
layout,scaffolding,tools, rigging, and any of the facilities necessary to complete the
Work.
B. Contractor is responsible for procuring and paying for all permits,excluding the building
permit,required for the execution of the Work. Contractor is also responsible for all
notifications required to perform the Work.
C. it is the responsibility of the Contractor to verify all dimensions from existing conditions before
starting the work.
D. Provide all surveying,layout and field engineering required for the performance of this work,
including protection of benchmarks and control points. Include replacement of control points
that are lost or damaged during the execution of this work,as coordinated with Owner.
E. The Contractor shall be represented full time at the site by a competent superintendent
from beginning of the work until its acceptance.
F. The Contractor will protect facilities to remain from damage. Contractor shall be
responsible for any prompt repair and make good,at his own expense,all damage to
streets,sidewalks,utility lines,adjoining premises or any other public or private property,
by whosoever and wherever located, resulting from or in connection with the performance
of the work. Contractor is expected to maintain utility service to all occupied buildings in
the area.Any necessary shutdowns must be coordinated in advance. Contractor shall
restore disturbed area to existing conditions if an area has been previously graded and
seeded. Grade,seed,and sod all disturbed areas as required.
G. Provide all mobilizations necessary to complete the Work.
H. Contractor to provide any required dumpsters,temporary toilets and clean drinking water.
I. Contractor Is responsible for contacting the local authority and Owner's special inspector
for all required inspections. Special Inspections will be contracted for by Owner.
J. The Contractor shall complete all Punch List work within Seven(7)calendar days of the
issuance of the Punch List. If the contractor falls to complete any of the items, Owner
may have the work completed by others and have the costs deducted from the
Contractor's final payment.
K. Contractor is responsible for the location and verification of all utilities before starting
work.
L. Provide all clean-up associated with Contractors work; provide dumpsters and hauling as
needed.Contractor is responsible for cleaning the streets of any mud,dirt or debris resulting
from the Work in this contract as directed by Owner or the local authority. Provide wheel
wash as necessary.
M All measures necessary to eliminate dust from the Project shall be taken. This includes
watering of all areas of exposed earth,temporary seeding,dust suppressants and any
other means or methods required to comply with code requirements. Standards for
allowable airborne pollutants shall be in accordance with the City's Air Quality Department
regulations.
N. Include all premium time/cost necessary to meet the schedule, including accelerated
production of submittals as applicable.All weather condition provisions require to meet the
schedule are Included.
O. This project is tax exempt from Missouri Sales Tax. This Contractor is responsible to be in
compliance with all appropriate laws,etc. In support of such a tax exemption.
P. Include all temporary utilities,Including connection fees and usage cost as required for this
work including water and electric.
Q. The hours of work shall be in compliance with any local ordinances.
R. This contractor shall coordinate the work of this contract with the work of all other contractors
on site.
S. Provide site clearing to include removal of existing topsoil, tree, stumps, tree roots,
vegetation,drainage structures and all other above/below grade obstructions.All clearing and
grubbing debris is to be properly disposed of as required by the contract documents and
applicable city, state and federal regulations.
T. Provide mass excavation and grading as required per contract documents for the Work.
Include all lake and canal excavation as applicable and all fill materials and hauling to or
from the site as needed to balance the site.This includes cut and fill to bring the site to
rough grade. Include compaction and grading as required to meet the final design
contours.All imported materials must be approved by the Special Inspector.
U Provide all erosion controls required, including continuous maintenance, repairs and/or
replacement as necessary to meet all Federal and State Regulations. Additional erosion
controls as required by the Missouri Division of Environmental Quality(DNR)shall be
provided. This includes planning,design and installation of siltation fences,straw bale
barriers,diversion culverts,sedimentation basins,temporary seeding,and any and all
other necessary measures required to control storm water discharge as necessitated by
the sequencing of work performed on the site. Remove siltation controls as soon as
possible,when no longer required on the Project. Maintain all other siltation controls
through the completion of the Project. Provide all filing an inspections associated with the
SWPPP that will be provided to the Contractor by the Civil Engineer.
V. Contractor shall comply with all specifications for grading tolerances and with the
recommendations made in the geotechnical report pertaining to this Project.
W. Provide temporary construction entrances necessary for completion of the Work and as
reasonably requested at locations directed by Owner. Provide 8"of 5"-6"diameter rip rap
(grizzly)rock and cap w/2"diameter clean gravel for a total thickness of 10". Temporary
construction entrance shall be allowed to be used by other contractors working on
Owner's behalf. Remove entrances at Owner's direction upon completion of the Work.
X. Provide hauling of all soils moved from one location to another.All remaining excess
materials to be hauled off site and disposed of properly.
Y. Provide topsoil as shown in Contract Documents. Remove all debris from the topsoil.
Locations for stockpiling of soil may be placed at the locations shown in the Contract
Documents.
Z. Provide all lane closures, road signage,barricades,traffic control, and any permits as
necessary for completion of the Work. Maintain signage throughout the duration of the •
project. Remove at end of project or as directed by Owner.
3. Exclusions:
A. Geotechnical Exploration
B. Engineering
C. Building LVC.
D. Paving subgrade treatment.
E. Structural excavation.
F. Rock excavation.
G. Rock base for building pad,pavement or sidewalk.
H. Pumping or dewatering of ground water.
I. Frost,snow or mud removal or disposal.
J. Landscaping with the exception of areas, if any,damaged during the Work.
K. Shoring, bracing or bank protection.
L. Removal and replacement of unsuitable materials.
M. Testing.
N. Sales Tax.
4. Engineered Drawings$Submittals•
A. After construction is complete,If applicable,the subcontractor shall turn over to the owner
one had and one electronic copy of as-built drawings and two hard and one electronic
copies of operation and maintenance manuals.
5. Substantial Completion Requirements:
A. Upon completion of each half of the building pad and prior to pad acceptance and as a
requirement for achievement of substantial completion of the project Owner's
geotechnical engineer must provide written acceptance of the installation and construction
of the building pad.
B. Upon completion of the building pad grading to+/-0.1'and slte grading to+/-0.5'and as
a requirement for achievement of substantial completion, sitework contractor(assumed
but not required to be George J.Shaw Construction Company)must accept site grading
and building pad or a topographic survey must be provided by contractor verifying the
Work is complete per the contract documents.
6. Contract Breakdown:
A. Mobilize, layout and supervision: $35,040.00
B. Erosion control: $16,100.00
C. Strip: $24,711.00
D. Onsite cut/fill: $52,513.00
E. Import fill from onsite stockpile: $84,009.00
F. Geotech, compaction testing and monitor: $19,316.00
G. Import half surcharge from onsite stockpile: $185,521.00
H. Flip surcharge: $87,003.00
I. Remove surcharge to fills: $26,229.00
J. Remove surcharge to adjacent pad: $197,217.00
K. Hidden/Unsuitable Material/Pad Rework Cont: $72,765.00
TOTAL CONTRACT AMOUNT: $800,424.00
by: by. - -- --
Contractor Date Construction Manager Date
4