Loading...
HomeMy WebLinkAbout1478 Funding Agreement Horizons Business Park Association $10,000 4179 BILL NO. 2016-037 ORDINANCE NO. I AN ORDINANCE AUTHORIZING THE CITY OF RIVERSIDE MISSOURI TO ENTER INTO A FUNDING AGREEMENT WITH THE HORIZONS BUSINESS PARK ASSOCIATION IN AN AMOUNT NOT TO EXCEED TEN THOUSAND DOLLARS WHEREAS, the Industrial Development Authority of the City of Riverside, Missouri ('IDA") and the City of Riverside, Missouri ("City") have provided for the preservation of the values and amenities in the East Side Business Park and for the maintenance of common use areas, and the IDA, the City and the Developer agreed, the Property shall be held, sold, used and conveyed subject to the Declaration of Covenants, Restrictions, Easements, Charges, Assessments and Liens (the "Declaration"), that was approved by the IDA pursuant to Resolution No. 2012-005 and by the City pursuant to Resolution No. R-2012-023, on February 13, 2012; and WHEREAS, pursuant to the Declaration, the City directed the incorporation of Horizons Business Park Association ("Association") under the laws of the State of Missouri, as a not-for-profit corporation for the purpose of exercising the functions described in the Declaration; and WHEREAS, the Declaration provides that each Owner of a parcel of land within the East Side Business Park shall be a member of the Association; and WHEREAS, pursuant to the Declaration, the IDA and the City have absolute and exclusive control over the Association, including appointment and removal of all Association board members and any and all officers of the Association, until eighty percent (80%) of the parcels in the Development Plan (as Development Plan is defined in the Declaration and as it exists from time to time) have been sold; and WHEREAS, less than eighty percent (80%) of the parcels in the Development Plan have been sold; and WHEREAS, a board of directors (the "Board") has been established to supervise, control, direct and manage the property, affairs and activities of the Association; and WHEREAS, Articles of Incorporation for the Association ("Articles') have been filed with, and certified by, the Secretary of State of the State of Missouri; and WHEREAS, the Association will incur start up costs prior to the levying of assessments in November of 2016 and the collection of said assessments in December 2016; and WHEREAS, the Board of Aldermen find it is in the best interest of the City for the Board to approve the City to enter into a Funding Agreement, attached hereto as Exhibit A, and incorporated herein. WA 8617189.1 NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: SECTION 1. APPROVAL OF THE FUNDING AGREEMENT. The Funding Agreement ("Agreement"), attached hereto as Exhibit A and incorporated herein, is hereby approved. SECTION 2. AUTHORITY GRANTED. The Board of Directors of the Horizons Business Park Association ("Board") are hereby directed and authorized to execute the attached Funding Agreement and the Mayor, the City Administrator, the Special City Attorney, and other appropriate City and Board officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with this Ordinance and to execute the attached Funding Agreement, ("Exhibit A") substantially in the same form as herein authorized. SECTION 3. SEVERABILITY CLAUSE. The provisions of this Ordinance are severable and if any provision hereof is declared invalid, unconstitutional, or unenforceable, such determination shall not affect the validity of the remainder of this Ordinance. SECTION 4. EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after the date of 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 6th day of September, 2016. Mayor Kathleen L. R se ATTES '•}Robin Kincaid, City Clerk n M1 Appr(7 as to form: Joe NQ Special Counsel to the City 2 WA 8617189.1 EXHIBIT A FUNDING AGREEMENT (remainder of page intentionally left blank) 3 WA 8617189.1 HORIZONS BUSINESS PARK FUNDING AGREEMENT This FUNDING AGREEMENT ("Agreement") is made and entered into effective this 15s' day of September, 2016, by and between the CITY OF RIVERSIDE, MISSOURI, a city and political subdivision duly organized and existing under the Constitution and laws of the State of Missouri (the "City"), and the HORIZONS BUSINESS PARK ASSOCIATION (the "Association") (individually, each a 'Party" and collectively the "Parties"). RECITALS WHEREAS, the Industrial Development Authority of the City have provided for the preservation of the values and amenities in the East Side Business Park and for the maintenance of common use areas, and the IDA, the City and the City agreed, the Property shall be held, sold, used and conveyed subject to the Declaration of Covenants, Restrictions, Easements, Charges, Assessments and Liens (the "Declaration"), that was approved by the IDA pursuant to Resolution No. 2012-005 and by the City pursuant to Resolution No. R-2012-023, on February 13, 2012; and WHEREAS,pursuant to the Declaration, the City directed the incorporation of Horizons Business Park Association ("Association") under the laws of the State of Missouri, as a not-for- profit corporation for the purpose of exercising the functions described in the Declaration; and WHEREAS, Articles of Incorporation for the Association ("Articles") have been filed with, and certified by, the Secretary of State of the State of Missouri; and WHEREAS, pursuant to the Declaration and the Articles, the IDA and the City have absolute and exclusive control over the Association, including appointment and removal of all Association board members and any and all officers of the Association, until eighty percent (80%) of the parcels in the Development Plan(as Development Plan is defined in the Declaration and as it exists from time to time) have been sold; and WHEREAS, less than eighty percent (80%) of the parcels in the Development Plan have been sold; and WHEREAS, a board of directors (the "Board") has been established to supervise, control, direct and manage the property, affairs and activities of the Association; and WHEREAS, the Association will incur startup costs prior to the levying of assessments in November of 2016 and the collection of said assessments in December 2016; and WHEREAS, the Board of Aldermen find it is in the best interest of the City for the Board to approve the City to enter into this Funding Agreement. WHEREAS, the Association has not yet assessed, levied or collected sufficient revenues to pay for its operations and maintenance expenses, but it is anticipated that the Association will have sufficient revenues to pay for its operations and maintenance expenses beginning January 1, 2017; and WA 8617584.1 WHEREAS, in order to enable the Association to provide Association Services, City will fund operations and maintenance expenses of the Association pursuant to the terms of this Agreement until the assessments have been levied and collected at which time the City will be reimbursed within 30 days after collection of assessments in an amount to repay the City in whole or in part and will continued to be repaid until the City has been fully reimbursed; and WHEREAS, the City and the Association desire to set forth the rights, obligations and procedures for the City to pay and for the Association to reimburse the City for the Association services paid for by the City pursuant to this Agreement; NOW, THEREFORE, in consideration of the foregoing and the respective agreements of the Parties contained herein, the Parties agree as follows: COVENANTS AND AGREEMENTS 1. Acknowledgement of Anticipated Expenses. The Association is estimated to incur expenses prior to December 31, 2016 in an amount not to exceed Ten Thousand Dollars ($10,000.00). 2. Payment of Expenses. The City pay for Association services necessary to be performed prior to December 31, 2017. 3. Request for Additional Funds. If the Association requires additional funds in excess of Ten Thousand and 00/100 Dollars ($10,000.00) from the City in order to meet its operation and maintenance expenses prior to December 31, 2017, the Association and City Staff shall request authorization by the Board of Aldermen and Mayor prior to the expenditure of such additional funds. 4. Accounting. The Association shall keep an accounting of each expense paid for by the City and shall provide unaudited financial statements reflecting this accounting to the City on a monthly basis. 5. Repayment. The Association hereby agrees that it is its intention to repay the amounts the City has paid to this Agreement, to the extent it has funds available from the imposition of its assessments, penalties, and charges and from any other revenue legally available. Repayments to reimburse the City shall be made no later than January 10, 2017. 6. Term/Repose. The term of this Agreement shall commence on the date hereof and shall expire on January 31, 2017, unless terminated earlier by the mutual agreement of the Parties. Any obligation of City to pay for expenses of the Association will expire on December 31, 2016. 7. Parties Interested Herein. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon, or to give to, any person other than the Association and the City any right, remedy, or claim under or by reason of this Agreement or any covenants, terms, conditions, or provisions thereof, and all the covenants, terms, conditions, and 2 WA 8617584.1 provisions in this Agreement by and on behalf of the Association and the City shall be for the sole and exclusive benefit of the Association and the City. 8. Default/Remedies. In the event of a breach or default of this Agreement by either party, the non-defaulting party shall be entitled to exercise all remedies available at law or in equity. In the event of any litigation, arbitration or other proceeding to enforce the terms, covenants or conditions hereof, the prevailing party in such litigation, arbitration or other proceeding shall obtain as part of its judgment or award its reasonable attorneys' fees. 9. Governing Law and Jurisdiction. This Agreement shall be governed and construed under the laws of the State of Missouri. Venue for any legal action relating to this Agreement shall be exclusive to Platte County,Missouri. 10. Inurement. Each of the terms, covenants and conditions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. 11. Integration. This Agreement constitutes the entire agreement between the Parties with respect to the matters addressed herein. All prior discussions and negotiations regarding the subject matter hereof are merged herein. 12. Severability. If any covenant, term, condition, or provision under this Agreement shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of such covenant, term, condition, or provision shall not affect any other provision contained herein, the intention being that such provisions are severable. 13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same document. 14. Paragraph Headings. Paragraph headings are inserted for convenience of reference only. 15. Amendment. This Agreement may be amended from time to time by agreement between the Parties hereto, provided, however, that no amendment, modification, or alteration of the terms or provisions hereof shall be binding upon the Association or the City unless the same is in writing and duly executed by the Parties hereto. [SIGNATURE PAGE FOLLOWS] 3 WA 8617584.1 [SIGNATURE PAGE TO OPERATION FUNDING AGREEMENT] IN WITNESS WHEREOF,the Parties have executed this Agreement as of the day and year first set forth above. CITY OF RIVERSIDE, MISSOURI, a city and political subdivision of the State of Missouri By: � Mayor Kathleen Rose, Mayor Att'e'sQ �c Clerk: Robin Kincaid HORIZONS BUSINESS PARK ASSOCIATION, a Missouri Not for Profit CM 1-1 ratio Pamela Darata, President 4 WA 8617584.1