HomeMy WebLinkAbout1677 Approving Payment to NorthPoint Development in accordance with the Sixth Amendment to the MDA BILL NO. 2019-040 ORDINANCE NO.
AN ORDINANCE APPROVING PAYMENT IN ACCORDANCE WITH THE TERMS OF THE
SIXTH AMENDMENT TO THE MDA BETWEEN THE CITY, RIVERSIDE HORIZONS, LLC,
NORTHPOINT DEVELOPMENT, LLC AND HORIZONS INDUSTRIAL VI, 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 annual payments to RH of an amount
equal to 10% of the PILOT revenues from the Industrial Section (as such term is defined in the
MDA); and
WHEREAS, on or about February 2, 2017, the City, Riverside Horizons, Northpoint
Development, LLC, and Horizons Industrial VI, LLC, a Delaware limited liability company
("Horizons VI"), entered into that certain Sixth Amendment to the MDA, which was approved by
Ordinance No. 1510 on January 31, 2017; and
WHEREAS, Section 4 of the Lot 6 Reimbursement Agreement provides for the City to
reimburse Horizons VI for 49% of the costs of the public infrastructure, not to exceed Five
Hundred Seventy Seven Thousand Six Hundred Thirty-Eight and 46/1000 Dollars ($577,638.46)
in total reimbursement ("Maximum Amount"), as Horizons VI paid in Private Funds deposited
into a special segregated escrow account with the City for the Shaw Change Order #19 costs,
as such terms are defined the Sixth Amendment, after the City has receives PILOT payments
attributable to Horizons VI; and
WHEREAS, the City is to annually pay Horizons VI the equivalent of 90% of the annual
PILOT revenues the City receives attributable to Horizons VI up to the Maximum Amount
authorized; and
WHEREAS, the City has received PILOT revenues for 2018 attributable to Horizons VI
in the amount of $51,832.35, portions of which should be payable to Horizons VI totaling
$46,649.12 (the "Horizons VI PILOT Share"), along with RH's share thereof totaling $5,183.24
(the "RH PILOT Share"); and
WHEREAS, pursuant to Section 9.4 of the MDA, the amount paid to RH for any PILOT
payments shall reduce any outstanding Developer Return and/or Developer's Capital
Contribution (as such capitalized terms are defined in the MDA) as set forth in such provision;
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
WA 13402517.1
conditions of the MDA and the Sixth Amendment to 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 payment to Horizons VI pursuant to the terms of the Sixth 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 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, 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 payment to Horizons VI pursuant to the terms of the Sixth
Amendment to the MDA 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 take any and all actions as may be deemed necessary or convenient to carry out and
comply with the intent of this Ordinance, to pay Horizons VI pursuant to the terms of the Sixth
Amendment to the MDA, 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 20th day of August, 2019.
'aA 0
Kath een L. Rose, Maydr
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Robin Xinda�civ if�t C�erK
` Approved as to form:
Spencer Fa LLP
Spe ial C sel to the City
by Joe ednar
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WA 13402517.1
Riverside Horizons
2018 TIF
10% 90%
MDA Pad
Reimbursement
Owner Parcel TIF Type Share Share
Horizons Industrial VI LLC 23-3.0-05-000-000-067.000 51,832.35 Industrial 5,183,23 46,649.12
5,183.23 46,649.12
HORIZONS INDUSTRIAL VI, LLC
4825 NW 41 ST ST,SUITE 500
RNERSIDE,MISSOURI 64150
816-888-7380
April 16, 2019
VIA HAND DF.LIVF.RV VIA HAND DF.LIVF.RY AND F.MAIL
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 ($51,832.35) per Sixth Amendment to
Master Development Agreement Dated February 7, 2017 ("Amended Master Development
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 VI,LLC,a Delaware Limited Liability Company("Horizons VI").
Ladies and Gentlemen:
Per the Amended Master Development Agreement,attached hereto as Exhibit A,the City and Horizons VI
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 919, the projected cost of the Additional Public
Infrastructure was $1,178,854.00 of which $577,638.46 is the responsibility of the City (the "Public
Fund")and,per the Amended Master Development Agreement,is reimbursable to Horizons VI following
receipt of payments in-lieu of taxes for the Horizons VI project (the "PILOT Payments") by the
City/City Treasury.
The 2018 PILOT Payments in the amount of$51,832.35 have been paid by Horizons VI to the City/City
Treasury. As such, and in accordance with Section 7 of the Amended Master Development Agreement,
Horizons VI is hereby requesting reimbursement of the remaining Public Fund portion of the Additional
Public Infrastructure. Horizons VI received the reimbursement for its 2017 PILOT Payments in the
amount of$44,664.38 leaving the remaining Public Fund portion of the Additional Public Infrastructure
with a current balance of$532,974.08. Please remit payment in accordance with the Amended Master
Development Agreement to the following address:
Horizons Industrial VI, LLC
Attn:Nathaniel Hagedorn
4825 NW 415'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 VI, LLC
a Delaware limited liability company,
By:Northpoint Holdings, LLC,a Missouri
limited liability company,Member
Nathaniel a om,Managing Member
11893/155/CORR/01594228;3 1
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2018 REAL ESTATE
Sheila L. Palmer, Collector
Administrative Building
415 Third St. Room 212
Platte City, MO 64079
HORIZONS INDUSTRIAL VI LLC PHONE: 816-858-3356
% NORTHPOINT DEVELOPMENT
4825 NW 41ST ST,STE 500
RIVERSIDE MO 64150-0000 Tax District Levy per$100 Total Tax
State Blind Pension Fund 0:0300- 0.45
PARCEL ID#: 23-3.0-05-000-000-067.000 County 0.0600 0.90
SEC,TWN, RNG: 5-50-33 Health Department 0:0783 1.17
ACRES: 20.12 PC Board of Svcs for Dev Disabled 0.1273 1.91
TAX DISTRICT#: 23 DELINQ YEARS: Mental Health 0.0979 1.47
GROUP CD: 0 M-CODE: 0 Mid-Continent Public Library 0.3963 5.94
PHYSICAL ADDRESS: 4525 41ST STREET Sen iorCitizen Levy, 0:0490 0.74
TOTAL APPRAISED: 2,290,000 Park Hill School 5.3955 80.93
Property Description Parkyiliespecial:Road 0:2629 3.94
Metropolitan Community Colleges 0.2305 3.46
RIVERSIDE HORIZONS INDUSTRIAL III EAST REPEAT LOT 1 M&M ReplacementTaz 0:3660 5:40
RIVERSIDE HORIZONS INDUSTRIAL VI EAST REPLAY TIF 51,832.35
Riverside Quindaro,Bend Levee 10,527.65
Assessed Land Assessed Structure SUBTOTALS Riverside Qui ndaro Bend In 6,680.87
Residential 0 0 0
Agricultural 0 0 0
Commercial 631,028 101,772 732,800
SUBTOTALS 631,028 101,772 732,800
TOTAL ASSESSED VALUATION 732;800
PAID
69,147.18
Date Printed:04130/2019
VALIDATED BY
PLATTE COUNTY COLLECTOR
PLATTE COUNTY AUDITOR
DATE: 03/14/2019 AMOUNT PAID: 69,161.56 TRANSACTION#: 642246
REAL ES TA TE TAX RECEIPTS CA NNO T
BE USED TO LICENSE VEHICLES
EXHIBIT A
Sixth Amendment to Master Development Agreement
{1893/155/CORR/01594228;3}
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SIXTH AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
THIS SIXTH AMENDMENT TO MASTER DEVELOPMENT AGREEMENT ("Sixth
Amendment") 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 "C "), HORIZONS INDUSTRIAL VI, LLC, a Delaware limited
liability company ("Horizons VI"), 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"),
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 ("Notice"), 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
issued its Industrial Development Revenue Bonds (Riverside, Horizons Infrastructure Project — City of
Riverside,Missouri), Series 2007 in the principal amount of$40,265,000
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");
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;
{1893/155/CONTRACr/01176999;3} 1 WA 9181986.1
Sixth Amendment-Master Development Agreement
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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 1
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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;
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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("Project');
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;
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{1893/155/CONTRACr/01176999;3) 2 WA 9181986.1
Sixth Amendment-Master Development Agreement
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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
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One Million One Hundred Seventy-Eight Thousand Eight Hundred Fifty-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 Funds");
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 Change Order
#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 I.a.
(1893/155/C0NrRACr/01176999;3) 3 WA 9181986.1
Sixth Amendment-Master Development Agreement
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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 l.b.
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:
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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 Funds"), 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.
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Sixth Amendment-Master Development Agreement
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6. Construction Cost 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 419 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
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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/CONTRACr/01176999;3} rJ WA 9181986.1
Sixth Amendment-Master Development Agreement
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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]
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(1893/155/CONTRACr/01176999;3} 6 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:
"thleen L.Rose, Mayor
Date:
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{1893/155/CONTRACT/01176999;3 1 7 WA 9181986.1
Sixth Amendment-Master Development Agreement
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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
Company, LLC, a Delaware limited liability
@5T ER/yda`FsF; company,its wholly owned affiliate
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Date: February 3,2017
{3893/155/CONTRACr/01176999:3) 8 WA 9181986.1
Sixth Amendment-Master Development Agreement
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HORIZONS INDUSTRIAL VI,LLC,
a Delaware Limited Liability Company
By: NORTHPOINT HOLDINGS,LLC,
i a Missouri limited liability company,a Member
By:
Nathaniel H c Orn,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:
{1893/155/CONTRACr/01175999;3} 8 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 e ,Manager
Date:
{1893/155/CONTRACr/01176999;3 1 9 WA 9181986.1
Sixth Amendment-Master Development Agreement
NORTIIPOINT DEVELOPMENT,LLC,
a Missouri limited liability company
By:
Nath niel Ha d ,Manager
Date:
{1893/155/CONTRACT/01176999;31 10 WA 9181986.1
Sixth Amendment-Master Development Agreement
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EXHIBIT LIST:
Exhibit A;Form of Special Warranty Deed From IDA to City
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Exhibit B; Shaw Change Order#19
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(1893/155/CONTRACr/01176999;3} 11 WA 9181986.1
Sixth Amendment-Master Development Agreement
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EXHIBIT A
Form of Special Warranty Deed from IDA to City
SPECIAL WARRANTY DEED
THIS INDENTURE 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 j
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 first above written.
GRANTOR:
(1893/155/CONTRACr/01176999;3) A-1
D
a
B
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF RIVERSIDE,
MISSOURI
By:
Leland Finley,President
ATTEST:
1
By:
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 seat in the County and State aforesaid, the day and year first
above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
i
{1893/155/CONTRACf/01176999;3} A_2 WA 8906242.2
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