HomeMy WebLinkAbout1517 Compliance Incentive Agreement Bunzl Processor Distribution BILL NO. 2017-015 ORDINANCE NO. 457 �
AN ORDINANCE AUTHORIZING THE CITY TO ENTER INTO A COMPLIANCE INCENTIVE
AGREEMENT
WHEREAS, pursuant to the Real Property Tax Increment Allocation Redevelopment Act,
Sections 99.800 — 99.865, Revised Statutes of Missouri, as amended ("TIF Act'), the City of
Riverside, Missouri ("City") after recommendation by the Tax Increment Financing Commission
of Riverside, Missouri ("TIF Commission"), approved the L-385 Levee Redevelopment Plan, as
amended ("Redevelopment Plan"); and
WHEREAS, the Redevelopment Plan, includes approximately 700 acres of developable
property known as the ("Area"), and which was last amended through passage of Resolution
No. 2007-05-01 on May 23, 2007; and
WHEREAS, the City seeks certain information from Bunzl Processor Distribution LLC, a
Missouri limited liability company authorized to do business in the State of Missouri ("Company")
related to jobs created and maintained as well as confirmation of certain compensation and
benefits paid to the employees of the Company in its relocation to the City; and
WHEREAS, the City has determined that the development the Riverside Horizons Area
and submission of certain reports of such information sought, fulfills a public purpose and will
facilitate the growth and development of the City and the Riverside Horizons Area, improve the
environment of the City, increase the assessed valuation of the real estate situated within the
City, increase the revenues realized by the City, foster increased economic activity within the
City, increase employment opportunities within the City, enable the City to direct the
development of the Area, and otherwise be in the best interests of the City by furthering the
health, safety, and welfare of its residents and taxpayers.
WHEREAS, the City and the Company desire to enter into the Compliance Incentive
Agreement, attached hereto as Exhibit A and incorporated herein, to provide additional incentive
to the Company to develop job growth within the Riverside Horizons Area, subject to the terms
and conditions of such Agreement; and
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI AS FOLLOWS:
SECTION 1. APPROVAL OF COMPLIANCE INCENTIVE AGREEMENT. The City is
hereby authorized to enter into a Compliance Incentive Agreement ("Agreement') in
substantially the form as the Agreement attached hereto as Exhibit A and incorporated herein,
and to execute and deliver such document to Bunzl Processor Distribution LLC, a Missouri
limited liability company authorized to do business in the State of Missouri ("Company").
SECTION 2. AUTHORITY GRANTED. The Mayor, the City Administrator, the City
Attorney, and other appropriate City 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 and deliver for and on behalf of the City, the Agreement substantially in the same form
as herein authorized.
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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 21st day of February, 2017.
AZ
� Mdr Kathleen L. Rose
ATTES•T:�
�~ :Robtfi Kinea d, City Clerk
r
Approved as to form:
Jo dnar, Special Counsel to the City
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EXHIBIT A
COMPLIANCE INCENTIVE AGREEMENT
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COMPLIANCE INCENTIVE AGREEMENT
THIS COMPLIANCE kNCENTIVE AGREEMENT ("Agreement") is made and entered
into as of this��day of 2017 ("Effective Date"), by and between the CITY OF
RIVERSIDE, MISSOURI, a c>ty and political subdivision duly organized and existing under
the Constitution and laws of the State of Missouri ("City"), and BUNZL PROCESSOR
DISTRIBUTION, LLC, a Missouri limited liability company authorized to do business in the
State of Missouri ("Company"). Collectively City and Company are referred to hereafter as the
"Parties".
RECITALS
WHEREAS, the City seeks certain information from the Company related to the number
of jobs created and/or maintained as well as ongoing confirmation of compensation paid and
benefits provided to the employees of the Company since its relocation to the City; and
WHEREAS, the Company's facility within the City is located at 4106 NW Mattox Road,
Riverside, Missouri ("Riverside Facility"); and
WHEREAS, the City desires to provide additional incentive to the Company to create
New Jobs (as defined in Section 3 below) at the Riverside Facility and retain existing jobs in the
State of Missouri("State"), subject to the terms and conditions of this Agreement; and
WHEREAS, the City desires to ensure the filing of certain reports confirming the
creation and maintenance of New Jobs at the Riverside Facility by the Company and the
retention of jobs currently located in the State, and that the Company submits certain reports
required by the State or the City to satisfy the requirements of any State, county or municipal
incentive programs related to the Riverside Facility; and
WHEREAS, the City believes that this Agreement fulfills a public purpose and will
further the growth of the City, facilitate the development of the Riverside Facility, improve the
environment of the City, support an increase in the assessed valuation of the real estate situated
within the City, increase the tax revenues realized by the City, foster increased economic activity
within the City, increase employment opportunities within the City, better enable the City to
direct the development within the City, and otherwise be in the best interests of the City by
furthering the health, safety, and welfare of its residents and taxpayers.
AGREEMENT
Now, therefore, in consideration of the premises and promises contained herein and other
good and valuable consideration, the adequacy and sufficiency of which are hereby
acknowledged,the Parties agree as follows:
1. Recitals Incorporated Herein. The Recitals set forth above in this Agreement
are incorporated into and made a part of this Agreement as if fully set forth in this Section 1.
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2. Exhibits Incorporated. Exhibit A referenced in this Agreement is incorporated
into and made a part of this Agreement as if fully set forth in this Section 2.
3. Definitions. As used in this Agreement, certain words and terms shall have the
meanings as set forth below.
(a) "Base" means the amount of payroll taxes paid, the base payroll and/or the
number of employees employed by the Company at the current facility to be replaced by the
Riverside Facility during the calendar year ending December 31, 2016, which the parties
agree was 114;
(b) "Certification" means that certain documentation required by the City to be
provided by the Company, including an annual report of the number of jobs, total payroll at
the Riverside Facility and such other information as is required by the City in the form
attached hereto as Exhibit A to this Agreement, all of which is to document the Company's
payroll, and which form may be reasonably amended from time to time by the City to meet
the requirements of the State and local incentive programs;
(c) "Commencement of Operations" means the starting date for the Company's
first employee at the Riverside Facility;
(d) "Company" means Bunzi Processor Distribution, LLC, a Missouri limited
liability company, who offers health insurance to all full-time employees at all facilities
located in this state and pays at least fifty percent of such insurance premiums and creates a
New Investment;
(e) "Full-Time Employee" means an employee of the Company that is scheduled to
work an average of at least thirty-five hours per week for a twelve-month period, and one for
which the Company offers health insurance and pays at least fifty percent of such insurance
premiums;
(f) "New Investment" means the purchase or leasing of new tangible assets placed
in operation within the Riverside Facility,which are directly related to the New Jobs;
(g) "New Jobs" means the number of Full-time Employees located at the Riverside
Facility that exceeds the Riverside Facility Base employment. An employee that spends less
than fifty percent of the employee's work time at the facility is still considered to be located
at a facility if the employee receives his or her directions and control from that facility, is on
the facility's payroll and one hundred percent of the employee's income from such
employment is Missouri income;
(h) "New Payroll" means the aggregate amount of annual taxable wages paid to the
Full-Time Employees, excluding owners, located at the Riverside Facility that exceeds the
Riverside Facility Base Payroll;
(i) "Notice of Intent" means the form previously submitted to the City and State
which stated the Company's intent to hire new employees and retain current employees in the
State and the City;
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0) "Qualified Payroll" means the annual New Payroll for which the Company has
provided certification to the City;
(k) "Riverside Facility" means the building used by the Company in the Horizons
Business Park at which the New Jobs and New Investment is located;
(1) "Riverside Facility Base Employment" means 114 for the purpose of this
Agreement;
(m) "Riverside Facility Base Payroll" means the total amount of taxable wages paid
by the Company to full-time employees of the Company located at existing facility to be
replaced by the Riverside Facility in the twelve months prior to the filing of the Notice of
Intent;
(n) "Incentive Period" means the 10-year period commencing in calendar year 2018
and continuing through calendar year 2027; and
(o) "Total Payroll" means the total amount of taxable wages of full-time employees
at the Riverside Facility.
4. Term and Company's Duties. The City hereby offers the Company, and the
Company hereby accepts,the terms and conditions set forth in this Agreement.
4.1 Term. This Agreement will commence on the Effective Date and continue in
effect for the Incentive Period, unless this Agreement is terminated under the provisions of
this Section 4.
4.2 Termination. The City may immediately terminate this Agreement and the
Company's rights hereunder without further notice or liability to the Company upon the
occurrence of any of the following"for-cause"events:
a. The Company relocates all or a substantial number of employees from its
Riverside Facility the number of which shall be memorialized with a written
addendum signed by the parties to this Agreement;
b. The Company applies for or consents to the appointment of a receiver, trustee
or liquidator or for all or a substantial part of the Company's assets;
c. The Company files a voluntary petition in bankruptcy;
d. The Company admits in writing to the City its inability to pay its debts as they
become due;
e. The Company makes a general assignment of its assets for the benefit of its
creditors;
f. The Company files a petition or an answer seeking reorganization or
arrangement with creditors or to take advantage of any insolvency law;
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g. An order,judgment or decree is entered by any court of competent jurisdiction
on the application of a creditor adjudicating the Company as bankrupt or
insolvent or approving a petition seeking reorganization of the Company or
appointing a receiver, trustee or liquidator for the Company for all or a
substantial part of the Company's assets, and such order,judgment or decree
continues in effect for more than sixty (60) days.
h. The Company commits an act which would be considered a misdemeanor
involving moral turpitude or any felony.
In the event that the City terminates this Agreement, the City shall have no liability to the
Company;provided,however,that no termination of this Agreement shall affect any amounts
otherwise payable to the Company hereunder prior to the termination. No failure by the City
to assert its rights to terminate "for cause" shall constitute a waiver of the City's rights or
remedies with respect to such event or any subsequent occurrence of any of the foregoing.
4.4 The Company's Obligations. Commencing on March 31, 2018 and continuing
on each subsequent March 31 for the remainder of the Incentive Period, the Company shall
prepare and submit an annual Certification to the City.
4.5 Independent Contractor. The Parties intend that the Company's legal status
with respect to the City shall be that of independent contractor. The Parties expressly
disclaim any intent to create an agency relationship between the City and the Company.
Accordingly, the Company shall be an independent contractor with respect to their rights,
duties and obligations under this Agreement.
5. Payments. The Company shall receive as payment for satisfying the Company's
reporting obligations in Section 4.4, benefits as calculated in accordance with Section 5.1 below.
5.1 Subject to Section 5.2 below, in consideration of the Commencement of
Operations and compliance with Section 4.4 above, the Company shall receive a payment no
later than January 30, 2019, and no later than January 30 of the next nine calendar years, an
amount equal to the annual TIF Payment in lieu of taxes payable pursuant to §99.805(11)
RSMo, with respect to the Riverside Facility for the preceding calendar year that exceeds
One and 00/100 Dollar($1.00)per square foot(the"Annual Benefit Amount").
5.2 All payments made by the City to the Company pursuant to Section 5.1 above
shall be subject to the following conditions:
a. All payments made by the City are subject to annual appropriation;
b. All payments made by the City are subject to submission by the Company of
the Certification of its payroll to the Missouri Department of Economic
Development and the City as required by the State or the City; and
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c. The Company shall not be entitled to payments in the event the Company fails
to meet the requirements described in this Section 5.
6. General Provisions
6.1 Power of the City. Notwithstanding anything set forth in this Agreement to the
contrary, no provision contained herein shall in any manner diminish or usurp the inherent
rights and powers of the City to act in its capacity as a public body. All financial obligations
of the City pursuant to this Agreement shall be subject to future appropriation in accordance
with applicable local, state and federal laws and requirements. Further, nothing herein shall
relieve the Company from complying with all applicable local, state and federal laws and
requirements.
6.2 Time. Time is of the essence in this Agreement. The Parties will make every
reasonable effort to expedite the subject matters hereof and acknowledge that the successful
performance of this Agreement requires their continued cooperation.
6.3 Sovereign Immunity. Nothing in this Agreement shall constitute or be construed
as a waiver of the City's governmental or official immunity of its officers or employees from
liability or suit pursuant to Section 537.600 RSMo.
6.4 Authorized Employees. The Company acknowledges that Section 285.530,
RSMo, prohibits any business entity or employer from knowingly employing, hiring for
employment, or continuing to employ an unauthorized alien to perform work within the State
of Missouri. The Company therefore covenants that they are not knowingly in violation of
subsection 1 of Section 285.530, RSMo, and that they will not knowingly employ, hire for
employment, or continue to employ any unauthorized aliens to perform work at the Riverside
Facility which is the subject of this Agreement, and that its employees are lawfully eligible to
work in the United States. The Company will execute an Immigration Law Compliance
Affidavit in a form satisfactory to the City and will cause any person or entity performing
work at the Riverside Facility to confine compliance with Section 285.530(1)and execute an
Immigration Law Compliance Affidavit.
6.5 Binding Effect; Successors/Assigns. This Agreement shall be binding on and
shall inure to the benefit of the parties named herein and their permitted successors and
assigns. The rights, duties and obligations of the Company under this Agreement may not be
assigned. Notwithstanding the foregoing, the Company may assign this Agreement without
the prior written consent of the City, but with written notice to the City no later than ten (10)
business days after the effective date of such assignment, to: (i) a corporation in which the
Company has a majority voting ownership interest; (ii) a limited liability company in which
the Company has a majority ownership interest; (iii) a limited partnership in which the
Company is the sole general partner; (iv) a joint venture or other cooperative arrangement in
which the Company is the managing entity; (v) any other entity in which the Company has a
majority voting ownership interest; (vi) any other entity in which the majority owners of the
Company have a majority voting ownership interest; or (vii) an assignment of all or
substantially all of the Company's assets or stock ownership for valuable consideration; (viii)
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the merger of the Company into, or consolidation of the Company with, another entity; and
(ix)any other reorganization of the Company.
6.6 Notices. All notices, demands, consents, approvals, certificates and other
communications required by this Agreement to be given by any party hereunder shall be in
writing and shall be hand delivered or sent by United States first class mail, postage prepaid,
addressed to the appropriate party at its address set forth below, or at such other address as
such parry shall have last designated by notice to the other. Notices, demands, consents,
approvals, certificates and other communications shall be deemed given when delivered or
three days after mailing; provided, however, that if any such notice or other communication
shall also be sent before 5:00 p.m. Central Time, on any Business Day by telecopy or fax
machine, such notice shall be deemed given at the time and on the date of machine
transmittal and if sent after 5:00 p.m. Central Time, then on the next Business Day if the
sending parry receives a written send verification on its machines and forwards a copy
thereof with its mailed or courier delivered notice or communication.
In the case of the Company,to:
Attention:
Facsimile:
In the case of the City,to:
City of Riverside
City Hall
2950 NW Vivion Road
Riverside, Missouri 64150
Attention: City Administrator
Facsimile: 816-746-8349
With a copy to:
City of Riverside
City Hall
2950 NW Vivion Road
Riverside,Missouri 64150
Attention: City Attorney
Facsimile: 816-746-8349
6.7 Conflict of Interest. No member of the Board of Aldermen or any branch of the
City's government who has any power of review or approval of any of the Company's
undertakings, or of the City's contracting for goods or services for the Riverside Horizons
Area, shall participate in any decisions relating thereto which affect that member's personal
interests or the interests of any corporation or partnership in which that member is directly or
indirectly interested. Any person having such interest shall immediately, upon knowledge of
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such possible conflict, disclose, in writing, to the Board of Aldermen the nature of such
interest and seek a determination by the Board of Aldermen with respect to such interest and,
in the meantime, shall not participate in any actions or discussions relating to the activities
herein proscribed.
6.8 Choice of Law. This Agreement shall be taken and deemed to have been fully
executed, made by the parties in, and governed by the laws of State of Missouri for all
purposes and intents without regard to conflict of law statutes.
6.9 Counterparts. This Agreement may be executed in multiple counterparts, each
of which shall constitute one and the same instrument.
6.10 Severability. In the event any term or provision of this Agreement is held to be
unenforceable by a court of competent jurisdiction, the remainder shall continue in full force
and effect,to the extent the remainder can be given effect without the invalid provision.
6.11 Representatives Not Personally Liable. No elected or appointed official, agent,
employee or representative of the City shall be personally liable to the Company in the event
of any default or breach by any party under this Agreement, or for any amount which may
become due to any party or on any obligations under the terms of this Agreement.
6.12 Attorney's Fees. The City, on the one hand, and the Company, on the other
hand, each shall be responsible for the fees and expenses of their respective legal counsel
incurred in connection with this Agreement and the transactions contemplated hereunder;
provided, however, in any dispute arising out of or relating to this Agreement, the prevailing
party in any legal proceeding shall recover from the non-prevailing party the prevailing
party's reasonable attorney's fees.
6.13 Entire Agreement; Amendment. It is agreed and understood by the Parties that
this Agreement embodies the entire understanding and represents the full and final agreement
among the Parties with respect to the subject matter hereof and supersede any and all prior
commitments, agreements, discussions, representations, and understandings, whether written
or oral, relating to the subject matter hereof; that this Agreement may not be contradicted or
varied by evidence of prior or contemporaneous written or oral agreements or discussions of
the Parties, or subsequent oral agreements or discussions of the Parties; that there are no oral
agreements among the Parties, and no representations, agreements or promises not set forth
herein have been made. Without limiting the foregoing, the Company acknowledges that: (i)
no promise or commitment has been made to them by or on behalf of the City other than as
set forth in this Agreement; and (ii) except as otherwise expressly provided herein, this
Agreement supersedes and replaces any and all proposals, letters of intent and approval and
commitment letters relating to the subject matter hereof, none of which shall be considered a
part of this Agreement unless expressly incorporated into this Agreement. This Agreement
shall be amended only in writing and effective when signed by the Parties.
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IN WITNESS WHEREOF,the City and the Company have caused this Agreement to be
executed in their respective names as of the date first above written.
APPROVED AS TO FORM
City A. ney
"CITY" CITY OF RIVERSIDE, MISSOURI
By: - �>
5 Kai bleen L. Rose, Mayor
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`(SEAL)
t1t{est:
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s
Robin kfiisaid, City Clerk
STATE OF MISSOURI )
) SS.
COUNTY OF PLATTE )
On this a _ day of February, 2017, before me appeared Kathleen L. Rose, to me
personally known, who, being by me duly sworn, did say that she is the Mayor of the CITY OF
RIVERSIDE, MISSOURI, a political subdivision of the State of Missouri, and that the seal
affixed to the foregoing instrument is the seal of said City, and said instrument was signed and
sealed in behalf of said City by authority of its Board of Aldermen, and said individual
acknowledged said instrument to be the free act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in
the County and State aforesaid,the day and year first above written.
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SLC-8106310-8
"COMPANY" BUNZL PROCESSOR DISTRIBUTION,
LLC, a Missouri limited liability company
By.
Name: f
Title:
STATE OF M SOURI )
SS.
COUNTY OF i)! )
On tbis 'day of February, 2017, before me appeared 'jeT , to me
IE
personally known, who, being by me duly sworn, did say that he is the jjCd,1A of
Bunzl Processor Distribution, LLC, a Missouri limited liability company, andth the is
authorized to sign the instrument on behalf of said company by authority of its members, and
acknowledged to me that he executed the within instrument as said company's free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in
the County and State aforesaid,the day and first above wri
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SLC-8106310-e
EXHIBIT A
ANNUAL COMPLIANCE CERTIFICATION
To be filed on or before March 31 of each year.
Business Name City,State,Zip Code
Bunzl Processor Distribution,LLC 4106 NW Mattox Road,Riverside,Missouri
Average Monthly Number of New Jobs at the Riverside Annual Payroll at the Riverside Facility
Facility
Applicable Calendar Year
The undersigned, duly authorized representative Bunzl Processor Distribution, LLC, hereby
states and certifies that the information set forth in this report is true and correct.
Authorized Signature Date
Contact Name
Please send form to:
City of Riverside
City Hall
2950 NW V ivion Road
Riverside,Missouri 64150
Attention: City Administrator
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