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HomeMy WebLinkAbout1710 Approving Payments for Horizons VI Infrastructure Reimbursement and Pilot Payment Reimbursement BILL NO. 2020-008 ORDINANCE NO. AN ORDINANCE APPROVING PAYMENTS FOR HORIZONS VI INFRASTRUCTURE REIMBURSEMENT AND PILOT PAYMENT REIMBURSEMENT IN ACCORDANCE WITH THE TERMS OF THE SIXTH AMENDMENT TO THE MDA BETWEEN THE CITY, RIVERSIDE HORIZONS, LLC, NORTHPOINT DEVELOPMENT, LLC AND HORIZONS INDUSTRIAL VI, LLC AND THE TERMS OF THE AMENDED AND RESTATED MDA BETWEEN THE CITY, RIVERSIDE HORIZONS, LLC AND NORTHPOINT DEVELOPMENT, LLC WHEREAS, Briarcliff Realty, LLC, a Missouri limited liability company, and the City of Riverside, Missouri (the "City") entered into that certain Master Development Agreement dated as of May 10, 2011 (the "MDA"); and WHEREAS, Briarcliff Realty, LLC assigned its rights and obligations under the MDA, but not its rights and obligations under the MDA First Amendment, to Briarcliff Horizons, LLC, an affiliated entity of Briarcliff Realty, LLC, pursuant to Section 12.5(b) of the MDA; and WHEREAS, on or about February 13, 2012, Briarcliff Horizons, LLC filed articles of amendment with the Missouri Secretary of State changing its name to Riverside Horizons, LLC ("RH"); and WHEREAS, Section 9.1 of the MDA provides for annual payments to RH of an amount equal to 10% of the PILOT revenues from the Industrial Section (as such term is defined in the MDA); and WHEREAS, on or about February 2, 2017, the City, Riverside Horizons, Northpoint Development, LLC, and Horizons Industrial VI, LLC, a Delaware limited liability company ("Horizons VI"), entered into that certain Sixth Amendment to the MDA, which was approved by Ordinance No. 1510 on January 31, 2017; and WHEREAS, Section 4 of the Lot 6 Reimbursement Agreement provides for the City to reimburse Horizons VI for49% ofthe costs of the public infrastructure, not to.exceed Five Hundred Seventy Seven Thousand Six Hundred Thirty-Eight and 46/1000 Dollars ($577,638.46) in total reimbursement ("Maximum Amount"), after the City has receives PILOT payments attributable to Horizons VI; and WHEREAS, the City is to annually pay Horizons VI the equivalent of 90% of the annual PILOT revenues the City receives attributable to Horizons VI up to the Maximum Amount authorized; and WHEREAS, the City, RH and Northpoint Development, LLC, a Missouri limited liability company ("North Point"), entered into that certain Amended and Restated Master Development Agreement effective as of December 17, 2019 ("Amended & Restated MDA"), which was approved by Ordinance No. 1702 on December 17, 2019; and WHEREAS, the City has received PILOT revenues for 2019 attributable to Horizons VI in the amount of$422,680.75, with 90% of such payment ($380,412.68) to be reimbursed allocable to the Horizons VI infrastructure reimbursement under the terms of the Sixth Amendment to the MDA (the "Horizons VI Infrastructure Reimbursement"), and 10% of such payment ($42,268.07) to be reimbursed allocable to the PILOT payment reimbursement under the terms of the Amended & Restated MDA (the "PILOT Share"); and WA 14459834.1 WHEREAS, the Board of Aldermen find it to be in the best interests of the City in order to further the objectives of industrial and economic development of the City, and the terms and conditions of the MDA, the Sixth Amendment to the MDA and the Amended & Restated MDA, as well as in furtherance of the objective to protect the health, safety, and welfare of the businesses and citizens of the City, to approve the reimbursement payments to Horizons VI, or its designee, pursuant to the terms of the Sixth Amendment to the MDA and the Amended & Restated MDA. NOW,THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: SECTION 1. BEST INTEREST OF THE CITY TO APPROVE AND PAY THE HORIZONS VI INFRASTRUCTURE REIMBURSEMENT AND THE PILOT SHARE. It is in the best interests of the City in order to further the objectives of industrial and economic development of the City, as well as in furtherance of the objective to protect the health, safety, and welfare of the businesses and citizens of the City, to approve reimbursement payments to Horizons VI, or its designee, of the Horizons VI Infrastructure Reimbursement and the PILOT Share pursuant to the terms of the Sixth Amendment to the MDA and the Amended & Restated MDA, and such payments are hereby approved. SECTION 2. AUTHORITY GRANTED. The City hereby authorizes the Mayor, the City Administrator, the Director of Finance, Special Counsel to the City and other appropriate City officials to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Ordinance, to pay Horizons VI, or its designee, pursuant to the terms of the Sixth Amendment to the MDA and the Amended & Restated MDA, and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized. SECTION 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and approval. BE IT REMEMBERED that the above was read two times by heading only, PASSED AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside, Missouri, this 17th day of March, 2020. r Kat een L. Rose, Ma or a c , ` ATT T: . .,. . ,.: Robin_"'Kir-"chi i Clerk Approved as to form: Spencer Fane LLP Special Counsel to the City by Joe Bednar 2 WA 14459834.1 WHEREAS, the Board of Aldermen find it to be in the best interests of the City in order to further the objectives of industrial and economic development of the City, and the terms and conditions of the MDA, the Sixth Amendment to the MDA and the Amended & Restated MDA, as well as in furtherance of the objective to protect the health, safety, and welfare of the businesses and citizens of the City, to approve the reimbursement payments to Horizons VI, or its designee, pursuant to the terms of the Sixth Amendment to the MDA and the Amended & Restated MDA. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: SECTION 1. BEST INTEREST OF THE CITY TO APPROVE AND PAY THE HORIZONS VI INFRASTRUCTURE REIMBURSEMENT AND THE PILOT SHARE. It is in the best interests of the City in order to further the objectives of industrial and economic development of the City, as well as in furtherance of the objective to protect the health, safety, and welfare of the businesses and citizens of the City, to approve reimbursement payments to Horizons VI, or its designee, of the Horizons VI Infrastructure Reimbursement and the PILOT Share pursuant to the terms of the Sixth Amendment to the MDA and the Amended & Restated MDA, and such payments are hereby approved. SECTION 2. AUTHORITY GRANTED. The City hereby authorizes the Mayor, the City Administrator, the Director of Finance, Special Counsel to the City and other appropriate City officials to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Ordinance, to pay Horizons VI, or its designee, pursuant to the terms of the Sixth Amendment to the MDA and the Amended & Restated MDA, and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized. SECTION 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and approval. BE IT REMEMBERED that the above was read two times by heading only, PASSED AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside, Missouri, this 171h day of March, 2020. Robin;Kigc,aj • , City Clerk a een L. Rose, Mayor Approved as to form: Span ane LLP pecial Coy sel to the City by Joe Bedna WA 14459834.