HomeMy WebLinkAbout1702 Amended and Restated Development Agreement BILL NO. 2019-065 ORDINANCE NO. 7
AN ORDINANCE RELATED TO AN AMENDED AND RESTATED DEVELOPMENT
AGREEMENT
WHEREAS, on May 10, 2011, the City and Briarcliff Realty, LLC, a Missouri limited liability
company (n/k/a Riverside Horizons) entered into a Master Development Agreement in
connection with the L-385 Levee Redevelopment Plan, as amended, and the
development of approximately 260 acres generally bound by Horizons Parkway on the
west, Interstate 635 on the south and east, and the BNSF railroad line on the north (the
"Original Briarcliff Horizons Site"); and
WHEREAS, on or about August 17, 2012, Riverside Horizons assigned its rights, title,
interest, duties and obligations regarding infrastructure under the MDA to Northpoint
Development, LLC, ("Northpoint") an affiliate of Riverside Horizons; and
WHEREAS, the City, Riverside Horizons and Northpoint subsequently entered into
several amendments to said Master Development Agreement (collectively referred to as
the "Original MDA"); and
WHEREAS, Riverside Horizons purchased various parcels of land from the City
("NorthPoint Development Site") as legally described and depicted in the Amended and
Restated Master Development Agreement("Amended & Restated MDA") attached hereto
as Exhibit A and incorporated herein, which Riverside Horizons and/or its affiliates
developed for purposes of industrial utilization (the "Industrial Section") or office utilization
(the "Office Section") (cumulatively the "NorthPoint Development Project"); and
WHEREAS, Riverside Horizons and Northpoint were responsible, for, the design,
management, and construction of certain public infrastructure and public improvements
throughout the Original Briarcliff Horizons Site ("NorthPoint Infrastructure Project")as that
area is depicted in the Amended & Restated MDA; and _
WHEREAS, the City, Northpoint and Riverside Horizons (the "Parties") desire-to amend
and restate in their entirety the Parties' rights, duties, responsibilities and obligations
under the Original MDA through this Amended and Restate& Master Development
Agreement ("Amended & Restated MDA"), the receipt and suffidiengy of which are
mutually acknowledged; and
WHEREAS, the City Administrator, Special Counsel to the City, appropriate employees
of the City and NorthPoint Development LLC ("Developer") agree that this Amended &
Restated MDA should be approved by the Board of Aldermen and the Mayor; and
WHEREAS, the Board of Aldermen find it to be in the best interests of the City in order to
further the objectives of the 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 the Amended & Restated MDA as set forth herein.
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. It is in the best interest of
the City in order to further the objectives of the 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 and authorize the Amended and Restated
Master Development Agreement, attached hereto as Exhibit A and incorporated herein
("Amended & Restated MDA"), with Riverside Horizons LLC and Northpoint Development
LLC, and the Amended & Restated MDA is hereby approved and authorized.
SECTION 2. AUTHORITY GRANTED. The Mayor, City Administrator, Special Counsel
to the City Spencer Fane, LLP, and other appropriate officials and employees of the City
are hereby authorized and directed to execute in substantially the same form as the
Amended and Restated Master Development Agreement attached hereto as Exhibit A
and incorporated herein, and to take such further action related thereto as is otherwise
necessary or desirable to carry out and comply with the intent of this Ordinance on behalf
of the City.
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 17th day of December, 2019.
Ka leen L. Rose, ayor
AffEST:
'y
Robin ICir►cai ;,�;ity Eferk
Approved as to form:
S er Fane, LLP
Secia ounsel to the City
/isednar
WA 14025822.1
11/18/2019 Final Draft
AMENDED AND RESTATED MASTER DEVELOPMENT AGREEMENT
THIS AMENDED AND RESTATED MASTER DEVELOPMENT AGREEMENT
("Amended&Restated MDA") is made and entered into as of ECEm E� J,7,2019 ("Effective
Date"),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"City"),
RIVERSIDE HORIZONS,LLC,a Missouri limited liability company ("Riverside Horizons")
and NORTHPOINT DEVELOPMENT, LLC,a Missouri limited liability company
("NorthPoint Development"). The City, Riverside Horizons,and NorthPoint Development
collectively are hereinafter referred to as the"Parties".
RECITALS
WHEREAS,on May 10, 2011,the City and Briarcliff Realty, LLC,a Missouri limited
liability company(n/k/a Riverside IIorizons)entered into a Master Development Agreement in
connection with the L-385 Levee Redevelopment Plan, as amended, and the development of
approximately 260 acres generally bound by Horizons Parkway on the west, Interstate 635 on
the south and east and the BNSF railroad line on the north(the"Original Briarcliff Horizons
Site"); and
WHEREAS,the City and Riverside Horizons,its successors and assigns,subsequently
entered into several amendments to said Master Development Agreement(collectively referred to
as the"Original MDA"); and
WHEREAS,Riverside Horizons purchased various parcels of land from the City
("NorthPoint Development Site")as legally described and depicted on Exhibit A, which
Riverside Horizons and/or its affiliates developed for purposes of industrial utilization(thc
"Industrial Section") or office utilization(the"Office Section") (cumulatively the"NorthPoint
Development Project"); and designed,managed, and constructed certain public infrastructure
and public improvements throughout the Original Briarcliff Horizons Site ("NorthPoint
Infrastructure Project"). The NorthPoint Infrastructure Project area is depicted on Exhibit B;
and
{1893/001/MDA/01748128;3� 1
Amended&Restated MDA
WHEREAS,in consideration of these recitals and the mutual covenants and promises
set forth below,the receipt and sufficiency of which are mutually acknowledged,the Parties
desire to amend and restate in their entirety the Parties' rights,duties, responsibilities and
obligations under the Original MDA.
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 Original MDA is hereby amended and restated in its entirety as follows:
1. The Recitals set forth above are incorporated into and made a part of this
Amended&Restated MDA as if fully set forth in this Paragraph 1.
2. Subject to the terms of Paragraphs 5,6 and 7 of this Amended&Restated MDA,
Riverside Horizons and NorthPoint Development hereby surrender any rights that Riverside
Horizons and NorthPoint Development may have, or may have had,to complete the design,
management, or construction of the NorthPoint Infrastructure Project, and neither Riverside
Horizons nor NorthPoint Development have any obligation for the design, management, or
construction of any and all public infrastructure and other public improvements not constructed
to date within the NorthPoint Development Project,as of the Effective Date of this Amended&
Restated MDA ("Remaining Public Infrastructure&Public Improvements"). The Parties
further acknowledge and agree that as of the Effective Date of this Amended&Restated MDA,
the City will assume sole responsibility, including but not limited to the City's assumption of all
design, construction and financial responsibility, for all Remaining Public Infrastructure&
Public Improvements.
3. The Parties acknowledge and agree that Riverside Horizons and NorthPoint
Development surrender any exclusive right to direct the development of any portion of the
Original Briarcliff Horizons Site other than those portions included in the NorthPoint
Development Site,and further acknowledge and agree to the City's right to sell any portion(s)of
the Original Briarcliff Horizons Site, other than those portions included in the NorthPoint
Development Site, to Riverside Horizons or to any other party as the City may determine in its
sole and absolute discretion.
4. The Parties hereby acknowledge and agree to the following:
(1893/001/MDA/01748128;3} 2
WA 14020648.1
(A) Special Infrastructure Project Escrow Account. The current balance of the
Special Infrastructure Project Escrow Account the Parties jointly established is Six Hundred
Twenty-thousand Four Hundred Thirty-two and 38/100 Dollars($620,432.38); further,the
Parties acknowledge and agree that Riverside Horizons and NorthPoint Development do hereby
grant,bargain, sell,transfer and convey to the City any right,title, and interest either may have in
and to any remaining balance in the Special Infrastructure Project Escrow Account. Upon the
execution hereof, the City may use and apply the funds remaining in said Special Infrastructure
Project Escrow Account as it may determine, in its sole and absolute discretion.
(B) Horizons VI Infrastructure Reimbursement. The Sixth Amendment to the MDA
is attached hereto and incorporated herein as Exhibit D.
5. As a part of the consideration for the surrender of any rights and obligations
Riverside Horizons and NorthPoint Development may have, or may have had, in connection with
the NorthPoint Development Project or the NorthPoint Infrastructure Project, the Parties shall
enter into an Agreement of Purchase and Sale,substantially similar to the form of the Agreement
of Purchase and Sale attached hereto as Exhibit C,for the acquisition of Industrial Lot 8 by
Riverside Horizons or its assignee, at Riverside Horizon's exclusive election("Industrial Lot 8,"
as depicted and described in Exhibit C) from the City for the total sum of One Hundred and
00/100 Dollars ($100.00). In the event Riverside Horizons, or its assignee,elects in its sole
discretion not to acquire Industrial Lot 8 from the City for any reason,this Paragraph will
become void; however,all other and remaining terms and conditions of this Amended &
Restated MDA shall remain in full force and effect.
6. Notwithstanding any other provision of this Amended&Restated MDA to the
contrary, Riverside Horizons and NorthPoint Development shall pay and 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(a)the acquisition of the
NorthPoint Development Site, (b).the design, construction and completion of the NorthPoint
Infrastructure Project and/or the NorthPoint Development Project,(c)the use or occupation of
the NorthPoint Development Site or NorthPoint Development Project by Riverside Horizons
and/or NorthPoint Development or anyone acting by, through or under it, (d)damage or injury,
actual or claimed, of whatsoever kind or character occurring after a closing, to persons or
property occurring or allegedly occurring in, on or about the NorthPoint Development Site or
11893/001/MDA/01748128;3 1 3
WA 14020648.1
NorthPoint Development Project, (e)any breach, default or failure to perform by Riverside
Horizons and/or NorthPoint Development under this Amended &Restated MDA, and(f) any
acts by an employee of the City at the NorthPoint Development Site or in the NorthPoint
Development Project which are within or under the control of Riverside Horizons and/or
NorthPoint Development or pursued for the benefit of or on behalf of Riverside Horizons and/or
NorthPoint Development. Riverside Horizons and NorthPoint Development shall also pay and
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 or by Riverside Horizons and/or NorthPoint Development in any action or
proceeding brought by reason of any such claim, demand, expense penalty or fine. 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 or demand, Riverside Horizons and NorthPoint
Development, upon notice from the City,covenants to resist and 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 official immunity
of the City or its officers or employees.
7. In further consideration of Riverside Horizons' and NorthPoint Development's
agreement to surrender any rights either may have to purchase all or any portion of the remaining
unsold real property located in the Original Briarcliff Horizons Site(pursuant to the terms and
conditions of Paragraph 5 of this Amended&Restated MDA), within thirty(30)days following
the City's receipt of the PILOTs revenues the City shall, subject to annual appropriation,pay to
Riverside Horizons or its designee, on an annual basis until March 2030,with the timing of the
City's payments to coincide with the receipt of the PILOTS revenue by the City in the following
amounts:
(A) Industrial Section PILOTs Payments. For the Industrial Section,as such
Section is described and depicted in Exhibit A attached hereto,the City will pay to Riverside
Horizons,or its designee, an amount equal to twenty percent(20%)of the PILOTs revenue
received by the City from the Industrial Section(the"Industrial PILOTS Revenue") (the term
PILOTs shall have the meaning ascribed to such term in Section 99.805 of the Real Property Tax
Increment Allocation Redevelopment Act, Sections 99.800—99.865,Revised Statutes of
Missouri,as amended(the"TIF Act")and the plan titled L-385 Levee Redevelopment Plan,as
(1893/001/MDA/01748128;3( 4
WA 14020648.1
amended, approved by the City(the"Redevelopment Plan")) including,but not limited to,the
property identified in the Horizons VI Infrastructure Reimbursement Agreement as set for in the
Sixth Amendment to the MDA. Notwithstanding the terms of the Sixth Amendment to the
MDA, the City shall pay an amount equal to 90% PILOTs revenue paid for Horizons Industrial
VI until the amount due Riverside Horizons under the Sixth Amendment to the MDA,the
balance of which is Four Hundred Eighty-six Thousand Three Hundred Twenty-four and 501100
Dollars ($486,324.50),is fully satisfied; thereafter,the 20%PILOTs for Horizons VI shall be
treated in all respects as the continuing payments under this Section 7(A); and
(B) Office Section PILOTs Payments. For the Office Section, as such Section is
described and depicted in Exhibit A attached hereto,the City will, subject to annual
appropriation,pay to Riverside Horizons or its designee,an amount equal to twenty percent
(20%)of the PILOTs revenue received by the City from the Office Section(the"Office PILOTs
Revenue").
8. The Parties hereby acknowledge and agree that, subject solely to the terms and
conditions expressly set forth in this Amended& Restated MDA, including but not limited to
Section 6, each of the Parties' past,current or future rights,duties, representations and
warranties, responsibilities and/or obligations,specifically set forth, implied,inferred or
otherwise imposed under any applicable court decision, rule,regulation and/or law under the
Original MDA, except for those obligation of Riverside Horizons and NorthPoint Development
exclusively related to the design, construction and completion of the NorthPoint Development
Project and the NorthPoint Infrastructure Project, be and are hereby fully and finally terminated
as of the Effective Date of this Amended&Restated MDA.
9. No modification of the terms of this Amended & Restated MDA shall be valid
unless in writing and executed with the same formality as this Amended& Restated MDA,and
no waiver of the breach of the provisions of any section of this Amended &Restated MDA shall
be construed as a waiver of any subsequent breach of the same section or any other sections
which are contained herein.
10. The Parties agree to execute such other further documents as may be necessary to
effectuate the purposes of this Amended&Restated MDA or that may be required by law.
11. This Amended&Restated MDA may be executed in one or more counterparts,
any of which may bear original, facsimile, or electronic signatures. Each counterpart shall
{1893/001/MDA/01748128;3] 5
WA 14020648.1
constitute an original, and all the counterparts taken together shall constitute one fully executed
Amended&Restated MDA.
12. If any party is required to bring or maintain any action, or otherwise refers this
Amended&Restated MDA to an attorney for the enforcement of any of the covenants,terms,or
conditions of this Amended&Restated MDA,the prevailing party in such action shall, in
addition to all other payments required herein,receive from the adverse party,all the costs
incurred by the prevailing party at and in preparation for arbitration,trial, appeal, review,and
proceedings including, but not limited to, such costs and reasonable attorneys' fees.
13. Any notices required in accordance with any of the provisions herein,or desired
to be given hereunder, shall be delivered by express or overnight courier, or by certified mail,
return receipt requested, and addressed to the address of the Parties as provided below, or at such
other place as the Parties may direct, from time to time, in writing. Notices shall be deemed
given(a)when delivered, if delivered personally or by express or overnight courier, (b) two(2)
Business Days after attempted delivery if delivery is refused or incapable of being made, or(c)
upon receipt or rejection if sent by certified mail as set forth above.
CITY: City of Riverside, Missouri
2950 NW Vivion Road
Riverside,MO 64150
Attn: Mayor
With a copy to:
Spencer Fane LLP
1000 Walnut Street, Suite 1400
Kansas City, MO 64106
Attn:Joe Bednar
NORTHPOINT DEVELOPMENT and RIVERSIDE HORIZONS:
NorthPoint Development
4825 NW 411t Street, Suite 500
Riverside, Missouri 64150
Attn: Brent Miles
With a copy to:
Levy Craig Law Firm
4520 Main Street, Suite 1600
Kansas City,Missouri 64111
Attn: Scott Seitter
{1893/001/M0A/01748128;3 J 6
WA 14020648.1
14. The teras of this Amended&Restated MDA shall commence on the Effective
Date and shall expire on March 31,2030.
15. This Amended&Restated MDA constitutes the entire agreement of the Parties
with respect to the subject matter herein and supersede all prior or contemporaneous agreements-
-including but not limited to tine Original MDA—proposals,inquiries,commitments,discussions
and correspondence,whether written or oral.
IN WITNESS WHEREOF,the Parties have signed this Amended&Restated MDA as of
the Effective Date 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:
Nathanie gedDrn,Manager
NORTHPOINT DEVELOPMENT,LLC,
a Missouri limited liability company
By:
Nathaniel}1 rn,Manager
(7893/aD1/MDA/f7i748128;3} 7
SNA 1402069$.1
(1893/001/MQA/01748128;3} 8
WA 14020548.1
EXHIBIT A
LEGAL DESCRIPTION AND DEPICTION OF INDUSTRIAL SECTION AND OFFICE
SECTION CUMULATIVELY REFERRED TO AS THE NORTHPOLNT DEVELOPMENT
PROJECT
See Next .a
ge
BE
WA
N IfYY Mt(kliF0f1►A�1fl r.� t. y - 'Z„� (('. �."���.
.lih�rr `Sr. � qtr
`�a•A
i,. ,� � ... .. G9 rtthIXrfyf Mtlg1
Hydro CondWf� �`'�T.
3 �,�A�n��i=vim Alar`+or
e y
Flint Plof - • +� ;p7azs
CFFI�' 3E
Horizona Oflke One � ���:. � 4
14020648.1
Ex hihi t A
Legal Descriptions
INDUSTRIAL LOTS
I. Lot 1, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in Riverside, Platte
County, Missouri, according to the recorded plat thereof, recorded March 9, 2012 as
Document No.2012003467 in Plat Book 21 at Page 10.
2. Lot 4, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in Riverside, Platte
County, Missouri, according to the recorded plat thereof, recorded March 9, 2012 as
Document No.2012003467 in Plat Book 21 at Page 10.
3. Lot 8, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in Riverside, Platte
County, Missouri, according to the recorded plat thereof, recorded March 9, 2012 as
Document No.2012003467 in Plat Book 21 at Page 10.
4. Lot 1, RIVERSIDE HORIZONS INDUSTRIAL III EAST, a subdivision in Riverside,
Platte County, Missouri,according to the recorded plat thereof.
5. Lot 5, RIVERSIDE HORIZONS INDUSTRIAL ]V EAST, a subdivision in Riverside,
Platte County, Missouri, according to the recorded plat thereof, recorded February 25,
2014,as Document No.2014001862 in Plat Book 21 at Page 87.
6. Lot 6, RIVERSIDE HORIZONS INDUSTRIAL V EAST,SECOND PLAT,a subdivision
in Riverside, Platte County, Missouri, according to the plat recorded December 8,2014 as
Document No.2014013715 in Platte Book 21 at Page 124.
7. Lot 1, FINAL PLAT REPLAT OF RIVERSIDE HORIZONS INDUSTRIAL VI EAST,a
subdivision in 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.
8. All 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.
OFFICE LOT
1. Lot 1, HORIZONS OFFICE ONE, a subdivision in Riverside,Platte County, Missouri.
(1893/001/MDA/01748128;3 1 10
WA 14020648.1
EXHIBIT B
DEPICTION OF THE NORTHPOINT INFRASTRUCTURE PROJECT
i
f1893(0011MOA,/01748128;3 f 11
WA 14020648.1
AGREEMENT OF PURCHASE AND SALE
BETWEEN
THE CITY OF RIVERSIDE,MISSOURI("SELLER")
AND
RIVERSIDE HORIZONS,LLC("PURCHASER")
THIS AGREEMENT OF PURCHASE AND SALE(this"Agreement")is made as of the Effective
Date hereinafter defined by and between the CITY OF RIVERSIDE, MISSOURI, a fourth class city
organized and existing under the laws of the State of Missouri ("Seller" and "City"), and RIVERSIDE
HORIZONS,LLC,a Missouri limited liability company,and/or its assigns("Purchaser").In consideration
of the agreements contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:
RECITALS:
WHEREAS, the City, Purchaser and NorthPoint Development LLC have entered into that certain
MDA Eight Amendment effective as of December 17,2019;and
WHEREAS, Seller currently owns the real property described in Exhibit A hereto (the "Land"),
which is a part of the Riverside Horizons development area;and
WHEREAS, as part of the consideration to Purchaser for agreeing to the Amended & Restated
MDA, the City agrees to sell the Land to Purchaser on the terms herein set forth,and Purchaser wishes to
purchase the Land on the terms herein set forth;
NOW, THEREFORE, in consideration of the premises, TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,
and the mutual undertakings of the parties hereinafter set forth,it is hereby agreed by the parties as follows:
ARTICLE I
SALE AND PURCHASE
1.01 Sale and Purchase. The Land shall be sold to the Purchaser from the City solely in exchange for
Purchaser's delivery to City of Purchaser's and NorthPoint Development,LLC's signature on the Amended
&Restated MDA.
1.02 Escrow Agent.An executed copy of this Agreement shall be delivered to First American
Title Insurance Company ATTN: Devin Dregne, 1201 Walnut Street, Suite 700,Kansas City,MO 64106,
Phone:816-421-7908,FAX: 816-493-6334,Email:DDregne@firstam.com(the"Escrow Agent"),as agent
for First American Title Insurance Company (the"Title Insurer").No Earnest Money shall be required of
Purchaser.
{1893/267/PSA/01789248;1)
ARTICLE II
TITLE AND SURVEY(DOCUMENTS
2.01 Title Commitment. Seller shall,within thirty(30) days after the effective date under the
Amended & Restated MDA (as defined therein), at Seller's sole cost and expense, cause to be prepared
and furnished to Purchaser an updated title commitment for the Title Policy for the Land (the "Title
Commitment") issued by the Escrow Agent showing City of Riverside, Missouri as the record title owner
of the Land,by the terms of which the Escrow Agent,as agent for the Title Insurer,agrees to issue to or for
Purchaser a standard ALTA form of owner's policy of title insurance (the "Title Policy") for the Land at
the Closing in the amount of the$250,000.00, insuring Purchaser's fee simple title to the Land to be good
and indefeasible subject to the terms of such Title Policy and the exceptions specified therein,together with
readily legible copies of all documents and plats, if any, which are referred to in the Title Commitment.
Seller and Purchaser shall pay the expenses of obtaining the Title Policy as hereinafter provided at Closing.
The Title Policy shall exclude all standard pre-printed exceptions.
2.02 Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and
furnished to Purchaser, Purchaser's legal counsel and the Escrow Agent, an updated ALTA survey (the
"Survey")of the Land prepared by a surveyor of Purchaser's choosing(the"Surveyor") as of a date which
is subsequent to the Effective Date.
2.03 Review of Title and Survey. Purchaser shall have a period of time (the "Title Review
Period") commencing on the Effective Date of the Closing Notice and ending on ten (10) days prior to
Closing in which to notify Seller in writing of any objections Purchaser has to any matters shown on the
Title Commitment. All objections raised by Purchaser in the manner herein provided are hereafter called
"Objections." Seller shall have the option, but not the obligation, to remedy or remove all Objections (or
agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the
period of time(the"Cure Period") ending on the fifth(5th) day after Seller's receipt of Purchaser's notice
of such Objections. Except to the extent that Seller cures, or agrees in writing to cure, such Objections
during the Cure Period, Seller shall be deemed to have elected not to cure such matters. In the event Seller
is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree
irrevocably to do so at or prior to Closing)within the Cure Period, then either(i)this Agreement may be
terminated in its entirety by or on behalf of Purchaser by giving Seller written notice to such effect during
the period of time(the "Termination Period") ending on the fifth(5th) day following the end of the Cure
Period (but no later than the Closing Date), whereupon all parties hereto or mentioned herein shall be
released and relieved of further obligations,liabilities or claims hereunder; or(ii)any such Objections may
be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if
notice of termination is not given within the Termination Period. Any title encumbrances or exceptions
which are set forth in the Title Commitment and to which Purchaser does not object on or prior to the last
day of the Title Review Period(or which are thereafter waived or deemed to be waived by Purchaser)shall
be deemed to be permitted exceptions(the"Permitted Exceptions")to the status of Seller's title to the Land.
(1893267/PSA/01789248;1 1 2
ARTICLE III
CONDITIONS PRECEDENT TO CLOSING
3.01 Purchaser's Conditions Precedent.Purchaser's obligation to consummate the transaction
contemplated herein is conditioned upon satisfaction of Seller's performance or compliance with all of
Seller's covenants, agreements and obligations under this Agreement at or prior to the Closing.
3.02 Seller's Conditions Precedent. Seller's obligation to consummate the transaction
contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the
Closing,any one or more of which conditions precedent may be waived by Seller in Seller's sole discretion:
(a) Representations and Warranties.None of the representations and warranties of
Purchaser set forth in Section 3.03 of this Agreement shall be untrue or inaccurate;
(b) Purchaser's Obligations.Purchaser shall have performed or complied with all of
Purchaser's covenants,agreements and obligations under this Agreement; and
(c) No Bankruptcy Proceeding. There shall not have been instituted by or against
Purchaser any bankruptcy proceeding.
3.04 Purchaser's Representations and Warranties.
(a) Purchaser's Authority. This Agreement has been duly authorized by requisite
action and is enforceable against Purchaser in accordance with its terms; neither the execution and
delivery of this Agreement nor the consummation of the sale provided for herein will constitute a
violation or breach by Purchaser of any provision of any agreement or other instrument to which
Purchaser is a party or to which Purchaser may be subject although not a party, or will result in or
constitute a violation or breach of any judgment,order,writ,junction or decree issued against or binding
upon Purchaser;
(b) No Pending Proceedings. Purchaser has no actual knowledge that there is any
action,suit,proceeding or claim affecting Purchaser or relating to the authority of Purchaser to purchase
the Land; and
(c) Office of Foreign Assets Control(OFAC)Issues.
(1) Purchaser represents and warrants that(A) Purchaser and each person or
entity owning an interest in Purchaser(i)is not currently identified on the list of specially designated
nationals and blocked persons subject to financial sanctions that is maintained by the U.S.Treasury
Department, Office of Foreign Assets Control and any other similar list maintained by the Office of
Foreign Assets Control (the "List"), and (ii) is not a person or entity with whom a citizen of the
United States is prohibited to engage in transactions by any trade embargo, economic sanction, or
other prohibition of United States law,regulation,or Executive Order of the President of the United
States, (B) none of the funds or other assets of Purchaser constitute property of, or are beneficially
owned, directly or indirectly, by any Purchaser Embargoed Person (as hereinafter defined), (C) no
Purchaser Embargoed Person has any interest of any nature whatsoever in Purchaser (whether
directly or indirectly),(D)Purchaser has implemented procedures, and will consistently apply those
procedures, to ensure the foregoing representations and warranties remain true and correct at all
times. The term"Purchaser Embargoed Person"means any person, entity or government subject to
{1893/267/PSA/O1789248;1} 3
trade restrictions under U.S.law,including but not limited to,the International Emergency Economic
Powers Act,50 U.S.C. §1701 et seq.,the Trading with the Enemy Act,50 U.S.C.App. 1 et seq.,and
any Executive Orders or regulations promulgated thereunder,with the result that the investment by
Purchaser is prohibited by law or Purchaser is in violation of law.
(2) Purchaser also shall require and shall take reasonable measures to ensure
compliance with the requirement,that no person who owns any other direct interest in Purchaser is
or shall be listed on any of the Lists or is or shall be a Purchaser Embargoed Person. This Section
shall not apply to any person to the extent that such person's interest in the Purchaser is through a
U.S.Publicly-Traded Entity.
ARTICLE IV
CLOSING
4.01 Closing Date and Time. Provided that all of the conditions of this Agreement shall have
theretofore been satisfied, the closing(the"Closing")of the purchase and sale of the Land shall occur on
or about February 27, 2020, or as otherwise agreed by the parties. Either Purchaser or Seller may, at such
party's option,extend the Closing Date for up to one(1)additional ten(10)day period,upon written notice
to the other party,prior to the then scheduled Closing Date.The date on which the Closing actually occurs
is referred to herein as the"Closing Date."
4.02 Seller's Closing Matters.At the Closing, Seller shall do the following:
(a) Special Warranty Deed.Execute,acknowledge and deliver to Purchaser a special
warranty deed(the"Deed")conveying to Purchaser good and indefeasible title in fee simple to the Land,
subject only to the Permitted Exceptions;
(b) Non-foreign Person Affidavit. Execute and deliver an affidavit in form and
substance reasonably satisfactory to Purchaser confirming that Seller is not a foreign person or entity
within the meaning of Section 1445 of the Internal Revenue Code of 1986,as amended;
(c) Evidence of Authority. Deliver to Purchaser such evidence of Seller's authority
to consummate the sale of the Land as is contemplated in this Agreement or as Purchaser or the Escrow
Agent may reasonably request;
(d) Possession of the Land.Deliver possession of the Land to Purchaser;
(e) Owner's Title Policy. Deliver or cause the Title Insurer to commit to delivering
the Title Policy;
(f) Tax Certificates. Deliver tax certificates or other written evidence showing that
there are no delinquent taxes,assessments or PILOTS affecting the Land as of the Closing Date;
(g) Certificate of Representations. Seller shall deliver an updated certificate of the
representations and warranties set out in the Master Development Agreement as of the Closing Date;
(h) Assignment of Contracts and Assignment of Leases. Deliver to Purchaser an
absolute assignment of all Contracts concerning the Land entered into by Seller,if any; and
{1893267/PSA/01789248;1} 4
(i) Other Documents.Execute, acknowledge where required and/or deliver any and
all other items contemplated by the terms of this Agreement or reasonably required by Purchaser or its
legal counsel or by the Escrow Agent.
4.03 Purchaser's Closing Matters.At the Closing,Purchaser shall do the following:
(a) Purchase Price.Deliver the Purchase Price to the Escrow Agent by U.S. Federal
Reserve System wire transfer or other immediately available good funds;
(b) Evidence of Authority. Deliver such evidence of authority to close the purchase
of the Land pursuant to this Agreement as Seller or the Escrow Agent reasonably requests;and
(c) Other Items. Execute, acknowledge where required and/or deliver any and all
other items contemplated by the terms of this Agreement or reasonably required by the Escrow Agent.
4.04 Closing Costs. Seller shall pay the premium for the Owner's Title Policy (including
deletion of the standard exceptions set forth in Section 3.01), all recording charges for the Deed, all costs
of the Title Policy, and any special charges or assessments affecting the Land required to be paid prior to
Closing to deliver unencumbered title to the Land to Purchaser. Purchaser shall pay all costs and expenses
relating to Purchaser's financing, including any recording fees for Purchaser's security documents and the
cost of any mortgagee or loan policy required by Purchaser's lender, and the cost of any endorsements or
special coverages required by Purchaser to the Title Policy. Each party shall be responsible for the payment
of its own attorneys' fees incurred in connection with this Agreement and all other expenses which such
party incurs. The parties shall split any escrow fee and expenses charged by the Escrow Agent.
4.05 Prorations. Prorations shall be made as follows as of 12:01 a.m.on the Closing Date:
(a) Rents and Income.Collected rents and other income from the Land,if any,which
are attributable to the period of time in which the Closing occurs shall be prorated between the parties
as of the Closing, and Purchaser shall receive credit against the Purchase Price for the portion of such
rents and other income which is attributable to the period after Closing. Delinquent rents shall not be
prorated;provided,however,that,if Purchaser collects any delinquent rents or expense reimbursements
after Closing, Purchaser agrees to pay to Seller any delinquent rents or expense reimbursements
attributable to the period prior to the Closing Date after all rents or expense reimbursements attributable
to the period from and after the Closing Date shall have been paid in full.
(b) Current Ad Valorem Taxes. Real and personal property ad valorem taxes,
assessments and PILOTS pertaining to the Land for the year in which the Closing occurs shall be
prorated as of the Closing (collectively, "Taxes"), based upon actual days involved. Seller shall be
responsible for all Taxes pertaining to the Land for any period prior to the Closing. Purchaser shall
receive credit on the amount of the cash payments to be made by Purchaser pursuant hereto for the
prorated amount of such Taxes for the year of Closing which is chargeable to Seller. In connection with
the proration of Taxes, if actual figures for the year of the Closing are not available at the Closing, an
estimated, tentative proration of Taxes shall be made using most recent assessment and tax rate
information available; provided, however, that, when the actual taxes for the year of the Closing are
available,a corrected proration of taxes shall be made.If such Taxes for the year of the Closing increase
over those for the preceding year, Seller shall pay to Purchaser a pro rata portion of such increase,
computed to the Closing Date, and conversely, if such taxes for the year of the Closing decrease from
those of the preceding year,Purchaser shall pay to Seller a pro rata portion of such decrease, computed
11893/267/PSA/01789248;1 } 5
to the Closing,with any such payment to be made within ten(10)days after notification by either party
that such adjustment is necessary. If all or part of the Land is located in a tax parcel for the year of
Closing which includes property that is not within the Land, then the Taxes attributable to such tax
parcel for the land value only and excluding the value of any improvements there for the year of Closing
shall be allocated between the Land (or applicable portion thereof) and the other portions of such tax
parcel on the basis of the percentages which the gross surface areas of the Land(or applicable portion
thereof) and such other portions of such tax parcel represent of the total gross surface area of such tax
parcel.If all or part of the Land is located in a tax parcel for the year of Closing which includes property
that is not within the Land,and all Taxes attributable to such tax parcel shall not have been paid in full
at or prior to the Closing Date,each of Seller and Purchaser shall be obligated to deposit in escrow with
the Escrow Agent at Closing an amount equal to the Taxes estimated to be due with respect to their
respective portions of such tax parcel for the entire year of Closing, which amounts will be held by
Escrow Agent pursuant to an escrow agreement in form reasonably acceptable to Seller and Purchaser.
This provision shall survive the Closing.
(c) Other Taxes and Assessments. All Taxes to the Closing Date (including
installments due after the Closing Date with respect to special assessments which are payable in
installments)and all Taxes for periods prior to the tax year in which the Closing occurs shall be paid in
full by Seller on or before the Closing Date. Seller shall be responsible for and indemnify Purchaser
against any Taxes attributable to the period prior to the Closing Date, including,but not limited to,any
Taxes deferred to subsequent years due to an exemption or special use valuation.
(d) Post-Closing Adjustments. Seller shall, on or before the Closing, furnish to
Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary to
compute the foregoing proration of Taxes. To the extent possible, the amount of any adjustment
described in this section shall be estimated and paid at the Closing based upon the best information
available to Purchaser and Seller at the time and shall be adjusted as soon thereafter as may be reasonably
practicable when final billings are available or when such amounts may be determined with reasonable
certainty.The foregoing obligations shall survive the Closing,any other provision hereof to the contrary
notwithstanding.
ARTICLE V
REMEDIES
5.01. Purchaser's Remedies. Remedies for Failure to Close. In the event that Seller fails or
refuses to convey the Land at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant to
this Agreement and is prepared to proceed with Closing,and all of Seller's conditions precedent to Closing
set forth in Section 3.02 have been satisfied, Purchaser may exercise one of the following exclusive
remedies: (a) terminate this Agreement by giving Seller written notice of such election prior to or at the
Closing, and thereupon this Agreement shall terminate,and all parties hereto or mentioned herein shall be
relieved and released of all further obligations, claims and liabilities hereunder; (b) to waive,prior to or at
the Closing, the applicable objection or condition and proceed to the Closing of the transaction
contemplated hereby in accordance with the remaining terms hereof; or(c) seek specific performance of
Seller's obligation to convey the Land under this Agreement. Concurrently with the execution of this
Agreement, Seller and Purchaser, at Purchaser's request, shall execute a memorandum of this Agreement
that Purchaser will be entitled to record in the appropriate real property records of Platte County,Missouri,
in order to give constructive notice of the existence of this Agreement.
(1893/267/PSA/01789248;1} 6
5.02 Seller's Remedies. If Purchaser wrongfully fails or refuses to perform Purchaser's
obligations pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be
entitled,as Seller's sole and exclusive remedy, to terminate this Agreement by written notice to Purchaser
and the Escrow Agent.
ARTICLE VI
MISCELLANEOUS
6.01 Escrow Instructions.Intentionally Omitted.
6.02 Integration.This Agreement constitutes the entire and final expression of the agreement
of the parties hereto and supersedes all prior agreements and understandings of the parties,either oral or
written.There are no other agreements,oral or written,between the parties regarding the Land.
6.03 Modification. This Agreement can be amended only by written agreement signed by the
parties hereto and by reference made a part hereof.
6.04 Binding Effect.This Agreement shall be binding upon and inure to the benefit of Seller
and Purchaser,and their respective heirs,personal representatives,successors and assigns.
6.05 Notices. Any notice, communication, request, demand, reply or advice (severally and
collectively referred to as"Notice")in this Agreement required or permitted to be given,made or accepted
must be in writing. Notice may, unless otherwise specifically provided herein, be given or served(a) by
depositing the same in a receptacle regularly maintained and serviced by the United States Postal Service,
postage pre-paid, registered or certified, and addressed to the party to be notified, with return receipt
requested, or(b) by delivering the same to such party, or an agent of such party, by commercial courier.
Notice sent by registered or certified mail in the manner hereinabove described shall be effective on the
earlier of the third (3rd) business day after such deposit or the actual receipt thereof. Notice given by
commercial courier shall be effective on the date delivered to the other party. For the purposes of Notice,
the addresses of the parties shall,until changed as provided below,be as follows:
Seller: The City of Riverside,Missouri
Attention:Mayor
City Hall
2950 NW Vivion Road
Riverside,MO 64150
Purchaser: Riverside Horizons,LLC
Attention:Nathaniel Hagedorn
4825 NW 41s1 St., Suite 500
Riverside,MO 64150
The parties hereto shall have the right from time to time to change their respective addresses,and each shall
have the right to specify as its address any other address within the United States of America, by not less
than ten(10)days'prior written notice to the other party.
{1893/267/PSA/01789248;1) 7
6.06 Brokerage Commissions.Each party represents and warrants that no real estate brokerage
commission fee is payable to any person or entity in connection with the transaction contemplated hereby,
and each party shall indemnify,defend and hold the other party harmless from and against the payment of
any commission or fee to any person or entity claiming, or alleging to claim, by, through or under the
indemnifying party.
6.07 Time.Time is of the essence in all things pertaining to the performance of this Agreement.
6.08 Survival of Obligations. To the extent necessary to cant' out the terms and provisions
hereof,the terms,conditions,warranties,representations,obligations and rights set forth herein shall not be
deemed terminated at the time of the Closing, nor shall they merge into the various documents executed
and delivered at the time of the Closing.All representations and warranties by Seller in this Agreement(i)
will expire one(1) year after the Closing Date as to matters for which Purchaser has not provided written
notice to Seller within such period of time;and(ii)will expire as to all matters specified in any such written
notice to the extent that such matters are not resolved or made the subject of litigation instituted prior to the
expiration of three(3)years after the Closing Date.
6.09 APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THE
STATE OF MISSOURI SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT,
INTERPRETATION AND VALIDITY OF THIS AGREEMENT. THE OBLIGATIONS OF THE
PARTIES ARE PERFORMABLE,AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS
AGREEMENT SHALL LIE,IN PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER EACH
HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT.
6.10 Headings.The headings that have been used throughout this Agreement have been inserted
for convenience of reference only and do not constitute matters to be construed in interpreting this
Agreement.
6.11 Terminology.Words of any gender used in this Agreement shall be held and construed to
include any other gender and words in the singular number shall be held to include the plural, and vice
versa, unless the context requires otherwise. The words "herein,""hereof," "hereunder"and other similar
compounds of the word"here"when used in this Agreement shall refer to the entire Agreement and not to
any particular provision or section. The words "include"and "including" shall be deemed to be followed
by the phrase"without limitation"unless otherwise qualified.
6.12 Construction of Agreement.This Agreement shall not be construed more strictly against
one party than against the other merely by virtue of the fact that it may have been prepared by legal counsel
for one of the parties, it being recognized that both Seller and Purchaser have contributed substantially and
materially to the preparation of this Agreement.
6.13 Severability. If any one or more of the provisions of this Agreement, or the applicability
of any such provision to a specific situation,shall be held invalid or unenforceable,such provision shall be
modified to the minimum extent necessary to make it or its application valid and enforceable, and the
{1893/267/PSA/01789248:1 1 8
validity and enforceability of all other provisions of this Agreement and all other applications of any such
provision shall not be affected thereby.
6.14 Counterpart Execution. This Agreement may be executed in several counterparts, each
of which shall be fully executed as an original and all of which together shall constitute one and the same
instrument.
6.15 Further Acts. In addition to the acts recited in this Agreement to be performed by Seller
and Purchaser, Seller and Purchaser agree to perform or cause to be performed at the Closing or after the
Closing any and all such further acts as may be reasonably necessary to consummate the transactions
contemplated hereby.
6.16 Litigation. In the event of litigation between the parties with respect to the Land, this
Agreement, the performance of the obligations hereunder or the effect of a termination under this
Agreement, the losing party shall pay all reasonable attorneys'fees and expenses and court costs incurred
by the prevailing party in connection with such litigation.
6.17 Benefit. This Agreement is for the benefit only of the parties hereto or their respective
heirs,personal representatives,successors and assigns,and no other person or entity shall be entitled to rely
hereon,receive any benefit herefrom or enforce against any party hereto any provision hereof.
6.18 Assignment. Purchaser may, at or prior to Closing, assign this Agreement and all rights
hereunder to a third party at Purchaser's sole discretion.
6.19 Form of Instruments.Except as otherwise provided herein,all instruments to be furnished
hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such instrument.
6.20 Tenders of Performance.All tenders of performance shall be made at the Closing and at
or before the time specified for the Closing.
6.21 Legal Holidays and Business Days. If any date herein set forth for the performance of
any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided
should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall
be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday.As used
herein, the term "legal holiday"means any federal holiday for which financial institutions or post offices
in Riverside,Missouri are generally closed for observance thereof.As used herein,the term"business day"
shall mean a day which is not a Saturday, Sunday or legal holiday.
6.22 Nonwaiver. Except as otherwise specifically provided for hereunder, no party shall be
deemed to have waived any of its rights hereunder unless such waiver is in writing and signed by the party
waiving such right. Except as otherwise specifically provided for hereunder, no delay or omission by any
party in exercising any right shall operate as a waiver of such right or of any other right. A waiver on any
one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.
Except as otherwise provided in Sections 5.01 and 5.02 hereof,all rights and remedies,whether evidenced
hereby or by any other agreement,instrument or paper,will be cumulative and may be exercised separately
or concurrently.
{1893/267/PSA/01789248;1 1 9
6.23 Effective Date; Acceptance..The effective date(the"Effective Date") of this Agreement
shall be the date that the Escrow Agent receives and receipts one or more counterparts of this Agreement
that have been signed by both Seller and Purchaser. The execution hereof by Purchaser shall constitute an
offer by Purchaser to Seller to purchase the Land on the terms and conditions herein stated,which must be
accepted by Seller on or before 5:00 p.m.,the City of Riverside,Missouri time,on the tenth(10th)day(the
"Acceptance Date")following the date set forth below Purchaser's signature hereto,by the execution hereof
by Seller and the delivery of at least two fully-executed counterparts of same to the Escrow Agent on or
before the Acceptance Date with instructions to deliver at least one fully executed copy thereofto Purchaser.
If Purchaser's offer is not accepted in such manner by the Acceptance Date, the same shall be thereafter
null and void.
[Remainder of Page Intentionally Left Blank—Signature Page to Follow]
{1893/267/PSA/01789248;1} 10
IN WITNESS WHEREOF, this Agreement has been duly executed in multiple counterparts(each
of which is to be deemed an original for all purposes)by the parties hereto on the respective date appearing
below each party's signature to be effective on the Effective Date herein specified.
SELLER:
THE CITY OF RIVERSIDE,MISSOURI,
a Missouri municipal corporation
By:
{{Kathleen L. Rose,Mayor
Date:_ 'f��1u
l
PURCHASER:
RIVERSIDE HORIZONS, LLC,
a Missouri limited liability company
By: NORTHPOINT HOLDINGS,LLC,
a Missouri limited liability company
Its: Manager
By:
Name: Nathaniel Hagedorn
Title: Manager
Date: 9- 7—
{1893267/PSA/01789248;1 } 1 l
ESCROW AGENT RECEIPT
The undersigned Escrow Agent acknowledges receipt of this Agreement of Purchase and Sale and
agrees to be bound by the terms of this Agreement this day of 72020.
Fidelity National Title Insurance Company
By:
Name:
Title:
(1893267/PSA101789248;l} 12
Exhibit A
To the Agreement of Purchase and Sale Between
The City of Riverside,Missouri("Seller") and
Riverside Horizons, LLC("Purchaser")
INDUSTRIAL LOT#8
4
IIIlllillllll - • � � � � �
= -
j111.LII11�11-(IL
�_
°
Z6
I � ikxk.�:0 FiW2![bc6 > `\
SMR '{� INRQR RJB t �ai1 �{ r
lull? 11111111Hann 1111111111110 aI'llni
tj22,1%2
- _ ------------
11893/267/?SA/01789248;1 ) 13
EXHIBIT C
SIXTH AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
SIXTH AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
THIS SIXTH AMENDMENT TO MASTER DEVELOPMENT AGREEMENT (";gi
AMeadmeol") is made and entered into as of February 7, 20L7 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" it'I,HORIZONS INDUSTRIAL Vr,LLC,a Delaware limited
liability company ("horizons Vl'), RIVERSIDE HORIZONS, LLC, a Missouri limited liability
company(")tai),and NORTHPOINT DEVELOPMENT,LLC,a Missouri limited liability company
("T iP Dovolopntenl'�.This Sixth Amendment amends the MDA(sa defined below).
RECITALS
WHEREAS,Briarcliff Realty,LLC,a Missouri limited liability company("Briarcll Rwl
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 BriarcliffRealty,LLC,pursuant to Section 12.5(6)of the MDA;
WHEREAS, on or about February 13, 2012 Briarcliff Horizons, LLC riled 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 inti astructure under the MDA to NP Development,an affiliate of RH;
WHEREAS,NorthPoint Holdings,LLC,a Missouri limited liability company("NP Holdlnca'7,
is the sola 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,an cc about October 11,2016,RH provided the City with a Notice of Intent to
Purchase("NQft'%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("M'),
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("Pintmcing Agm=nCl;
WHEREAS,the Financing Agreement requires that the IDA,upon direction oftha City,transfer
and sell tho Mortgaged Property,as defined in the Financing Agreement,in whole or in part,in one or
more transactions;
(INVU31LORTF%L IG11rh9M t 1 WA 9181906.1
Sixth Amendment-Master Development Agreement
J1893/001/MDA/U1748128;3 1 25
WA 14020648.1
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("moi g"),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 50.50 per square foot;
WHEREAS,the size of the Site Is 874,671 square feet,making the purchase price of the Site
Four Hundred
Httl1u,�ndred Thirty-Seven Thousand Three Hundred Thirty-Five and 501100 Dollars ($437,335.50)
(119aW ••);
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 C pew);
WHEREAS,pursuant to the MDA,Section 3.2,the City and the Developer acknowledge and
agree that the scope of iofrastructurc and costs may be amended;
WHEREAS,public inf structum improvements("jndwtrial VI lnfrattrueturc'),as set forth on
Shaw Change Order#19(as defined below),am 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 Mee,has agreed to participate with the
City In the costs of constructing the Industrial VI rnftestructtr+e for the Site;
WHEREAS,based on the Project design and construction specifications,the anticipated cost of
providing the industrial VI Infrastructure is One Million tate Hundred Seventy-Eight Thousand Eight
Hundred Fifty-Four and 001100 Dollars($1,178,854.00),which shall be funded by Horizons VI("prime
Eyed@'),of which forty-mine 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(5577,638.46),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 C'PILOT'),paid by Horizons VI;
i11W155/CONrRAcr/1t17r999;31 2. WA 91819KI
Sixth Amendment-Master Development Agreement -
(1893/001/NIDA/01748128;3] 26
WA 14020648.1
f
f
i .
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 builmstructum costa 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 Fifty-Four and 00/100 Dollars
f ($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 461100 Dollars($577,638.46),to be expended
for Industrial VI Infrastructure costs for the Site(P is
WHEREAS,the parties desire to amend the MDA through this Sixth Amendment with respect to
the public infrastructure specificsNons fbr Infrastructure Phase I of the Infntatructare 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 China;Order
1W),is required;
WHEREAS,based on City Ordinance 1510 dated January 31,2017 approving Shaw Change
Order#19,the anticipated cost of Sbaw Change Order#19 is One Million One Hundred Seventy-Eight
Thousand Eight Hundred Fifty-Four and 00/100 Dollars($1,178,854.00),ell 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 019;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,rep to a maximum amount of Five Hundred Saventy-Seven Thousand Six
Hundred Thirty-Eight and 461100 Dollars($577,638.46).
A.GRUMENT
NOW,THEREFORE,in consideration of the foregoing recitals,mutual covenants and promises
set forth below,the receipt and suificiency of which are mutually acknowledged,the parties agroe that the
MDA,as previously amended,is hereby tlurther amended by this Sixth Amendment as follows:
1. Recitals and Exhlblh:
a. Reeltnb. The Recitals set forth above in this Sixth Anteadment are incorporated into and
made a part of Itis Sixth Amendment as if fully set forth in this Section I.e.
(Mil 1i6/resMAcro117WW.J t 3 WA 91819M.1
Sixth Amendment-Master Development Agreement
(1893/001/MDA/01748128;3 t 27
WA 14020648.1
b. Exhibits. The Exhibits to this Sixth Amendment are incorporated into and meds a part of
this Sixth Amendment s,if fully set forth in this Section I.b.
1. Design and Construction. Horizons VI and the City agree to the Scope of Work as contained
within Shaw Change Order 09,attached hereto as Exhibit B,and incarporuted herein, and
Exhibit C-I 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 an
details provided as part of the completed design specifications or modifications required during
actual construction.
4. SourceorFunds:
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 concoction 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 coats.
b. Public Funds. Upon the City's receipt,or not leas 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
roimburse Horizons VI for 49°/9 of the actual costa for the Industrial VI infrastructure,not
to exceed the amount of$577,638.46.
5. Facrow, Horizons VI shell deposit into the account designated by the City's Finance Director the
full armunt of Private Funds prior to the City issuing a notice to proceed to construct any portion
of the Industrial VI Inftastructu m. 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 V1 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("Exon
Privntc Fort 1. the funds shalt 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)cam interest.
{1r9JJi35X0K1RAUAU7J999;J 1 4 WA 9111986.1
Stith Amendment-Muster Development Agreement
(189 3/001/M DA/01248128;3 1 28
WA 14020648.1
I
6. Conatructlon 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 019 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,employers 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 Infmsuucture,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 fres,expenses and liabilities incurred by them in
any action or proceeding brought by reason of any such Chum. 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 is 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 awl be valid unless in'
writing and executed with the same formality as this Sixth Amendment,and no waiver of the
breach of the provisions ofany 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 Amuranees.The pasties 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;Coonterparts. 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 patties 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
112N11$slcosTMU/011WW;1} 5 wA 9101986.1
Sixth Amendment-Master Oeveloprnent Agreement
(1893/001/MDA/01748128;3 J 29
WA 14020648.1
prior amcndmcnts may not be amended or modlW cxoW in writing abed by a duly authorised
tcpm=t.afivc of cash party.Other than as set ibrtb above,the MDA renldm unchangoi and in
full faros and drwt.in the evm t of s o fikt between the twine of the MDA and this Sixth
Amendmcnk this Sbdh Aamndmcnt will omtroL
IF-r-ksdrr of Page lrgenhooafly Loft Bfw*—Signahre Pages to Fogawl
MOVISWCOMMrr/e IM31 ( WA97alai,t
"Amendment-master Development Agreement
(1893/001/MDA/01148128;3) 30
WA 14020648.1
i
i
IN WITNEBS VAUREOF,the patio love alpned this Slxth Amendment a of do date ret forth above.
THE CITY OF RIVF.RSME,MISSOURI
- I
i \
- By:
thl"n L.Rose.Mayor
-17
Date:
tu�vis,�canMcrroux t f wArMMI
Sixth Amendment-Maser Devebgnmt Agreement
11893/001/MDA/01748128,3) 31
WA 14020648.1
$02MNSDWL rFJAL VI,LLC,
■Delawaro Lbaited Lbebft Company
Hy NOBTWOWTHOLDINGS.LLC,
a Mhwzi BtoW Usbi tY COMPOY,a Member
Wathwel m,Matuger•
Date:
By: TM NOATHMAMN MUTUAL WE
WSUAANC6 OOMPANY,a Wh000dncorporsda%a
member
By: Northwestern MUUW lnveatmest Mmsgealoet
Cotrpcoy. LLC, A DOWWM HmW IWAW
compmy,tot Whoily otvnedamb de
By -
]allephMlllos,Managing Wmaocr
Attest:
Name;
Its:
Date:
WIULlM'CONIMRAlerNIH I 8 WA911100.1
shah kMMMant•Master O Mte MOM A ffne111eet
11893/001/MDA/0V48128;3} 32
wa 14020648.1
HORIZONS INDUSTRIAL VI,LLC,
a Delaware Limited Liability Company
By: NORTHPOINT HOLDINGS,LLC,
a Missouri limited liability company,aMember
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
company,its Wholly owned affiliate
�OQr�4pAppRq��Gyf;• �,� _
z NML� m B Micbnel P'' ],Yta i ng r
t Re
��sG•,SEpL, fir; Attest:
'�'•.9�NCE.00�4P. Name
arra n r N'• Its: fl
Date: Pebrua 3. 017
itess/fssRormuerrottreess;si g WA etstsse.l
Sixth Amendment-Master Development Agreement
(1893/0D1/MDA/01748128;31 33
WA 14020648.1
RRVERSRDRf HORIZONS,LLC.
.b nmd I=dea uta*clomp&nv
Br. NcrWo(nt Hol&A LLC,
shfimm sl Had ILb4tty company
Rb: Mcum
Byr.
Nalba det ,Mwgff
Data:
lufW�fshortactNtucaNal 9 WAKn9Ri
Sbdh Amendment-Meaty Dewlopmatrt ptttettNttt
(1893/001/MDA/01748128;3) 34
WA 14020648.1
NORTi M94T DL4LtAPMENT,LLC,
Mlmnl Bmtmd VdAlky comPa4Y
No of H d ,MUMM
i
Dsdm
(u4ftlsUCOHIINCT/ONf11MCt1 10 WAM M.1
SMAmuldn M-MI6WDr4okpm@0Ag wiwnt
13893/001/MDA/01748128;3} 35
WA 14020648.1
EXHIBIT LIST:
Exhibit A:Form of Special Warranty Decd From IDA to City
Exhibit B.Shaw Change Order N 19
11b��Rrle0xlxaCTA11176999;i 1 11 WA 9181916.1
51xth Amendment-master Development Agreement
{1893/001/MDA/01748128;3 I 36
WA 14020648.1
EXHIBIT A
Form of Special Warranty Deed from IDA to City
i
SPECIAL WARRANTY DEED
I
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 Vivian Road,Riverside,
Missouri 64150,as grantor("GRANTOR'),to the CITY OF RIVERSIDE,MISSOURI,a fourth clans
city organized and existing under the laws of the State of Missouri,with a mailing address of 2950 NW
Vivian Road,Riverside,Missouri 64150,as grantee("GRANTEE").
W1lTNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND N0/100
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 mese presents, SELL and CONVEY unto
GRANTEE,its successors and assigns,the lots,tracts or parcels of land,lying,being and situate in the
County ofPlatte 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.2017000195,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 anocrrded in accordance therewith, all of the
provisions ofwhich are specifically incorporated herein by rcference 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 HOED 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 promises 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.
0KANTOR:
irtnr/rssrcoanuaPo11r6ssa;r) A-1
(1893/001/M1)A/01748128;3} 37
WA 14020648.1
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF RIVERSIDE,
MISSOURI
BY:
Leland Finley,President
ATTEST:
By:
Sarah Wagner,Secretary
ACKNOW11GOC.EMENT
STATE OF MISSOURI )
)SS
COUNTY OF PLATTE )
ON THIS_day of 2017,before mo,the undersigned,a Notary Public in and
for said County and state,personally appeared Leland Finley,to me personalty known,who being by me
duly sworn,did say that he is the President of The Industrial Development Authority of the City of
Riverside,Mlssourl,a public corporation duly organized and existing under the laws of the sWc of
Missouri,and that the sea]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 Prat
above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
ttt4urwmarwcWuunld I A.7 WA 8eesra7.2
11893/001/MDA/01748128;3 i 38
WA 14020648.1
CRY OF
RIVER
2950 NW Vivion Road
Riverside,Missouri 64150
r
i
MEMO DATE: January 26,2017
AGENDA DATE: January31,2017
TO: Mayor and Board of Aldermen
4
FROM: Travis Hoover
RE: Change Order 19;SHAW CONSTRUCTION
Horizons Earthwork&Site UtIlldes(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 A surcharge,flip surcharge,remove
surcharge and 1111 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.
(1893/001/MDA/01748128;3 1 39
WA 14020648.1
cry up MANGE ORDER NO. 10 NrIYrM.1«
� rc.Nrrt
Iw+o w QOabuctor NnM7 G*DW J.Shaw Co, grrrre
wr1«r.Ir Noel)On)&ItnM15'J ULW
wrarr
hOYler 1)A)Illali M�Yr+ovrywua»uV'1+11wau«%Ne.nok.anm«wboanlh r.
11�III..r.: uanw cw,au«bIAtl�fiwllr^aOhMt+gwa ft all tv Balhrr.«)a
ara.,e.)O�riw Rete w,w+n waau raw m n w I*aar
IP•J.�r.nrr«.«Ironoewn.er
Wrrr Grr)v Oaruv lima flNv Iwa
f...w,w r.wor gwbr ww1q. Ult rrorNr 4
114�gQ0 21Aurfr«rarer• wrD0dauo«31 .anwrr..nlwwntr � Z. 4.
w)b- o«oIW«11AMlr�Fr:.pr•!ra r......
6) �I.� GAS.•+.. N000
n
I 11 q JI
t1A Mtl
qPW qr1 1
11q —.ttt= IA WY 13l
W
lam
Alb�rw 11 Y )
I'tpNn101/ )aM rl.1 N.xAa
•N Nw CNp) )I_IFlp}A0a
. 1 t r1a779,(l/Ep
IIIIAnlelti tl RwW Nlbfr rtl OMsly F>�)YL
NII Carni Mo rNtrbTMaRggt )IQi
a�rin A)clwallnMNar« uu
{I,I)rM-M
Nw CnrW Mawt nM
"
Prua OMpbC«rlaliaaN
Ilan
WNW BKI nuit M OF ISl MMO,MMOI{RI:
.�..I ab iyllrr:. _
UMb W—
___...._ ..
`M.L.'.—
rfls � Cql AtmlrSAhibl:__ _
CONfFACfON: OW4M P Wr MAMAM
eam.�manisemmnlAeeeoxa�rr, at�neesoaar�srrna>s:
1rnyF�ac«IF1GfP gibr■dr'M roma Nn.rae�rra MiMv
rsr«��rrrrlb olrbr WrlMClnlb NrYgnrrHCrre�llf.ralb«yp)rrl G�r16
rrrr®r«ralrurr.r,.«rr r..a.,.rbrandae..w r�en.w.1«artR
fwalrr�vrrnr.�wrrin.rww IG�Itiv«tilAlvrrsmae«rrrAlslafglOr
rrrrgNVi r7«r rdl.wr�arrirMcoarf rairiRNYrl�rrl
)w1r!/AI�I«tl Mlrr«Ir N�rlra�lurrl++�FYM
(1893/001/MDA/01748128;3 1 40
WA 14020648.1