HomeMy WebLinkAbout1738 Issue Taxable Industrial Revenue Bonds (Horizons XI / ALM Kansas City, LLC) Series 2020 $20,000,000 BILL NO. 2020-037 ORDINANCE NO. I +T3
AN ORDINANCE AUTHORIZING THE CITY TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE
BONDS (HORIZONS XI / ALM KANSAS CITY, LLC PROJECT), SERIES 2020 IN THE
MAXIMUM PRINCIPAL AMOUNT OF $20,000,000, AND AUTHORIZING THE CITY TO ENTER
INTO CERTAIN AGREEMENTS AND TAKE CERTAIN OTHER ACTIONS IN CONNECTION
THEREWITH.
WHEREAS, the City of Riverside, Missouri, a fourth-class city and political subdivision of
the State of Missouri (the "City"), is authorized and empowered pursuant to the provisions of
Article VI, Section 27(b) of the Missouri Constitution, as amended, and Sections 100.010 through
100.200, inclusive, of the Revised Statutes of Missouri. as amended (RSMo) (collectively, the "Act"),
to purchase, construct, extend and improve certain projects (as defined in Section 100.010 RSMo)
and to issue industrial development revenue bonds for the purpose of providing funds to pay the
costs of such projects and to lease or otherwise dispose of such projects to private persons or
corporations for manufacturing, commercial, warehousing and industrial development purposes
upon such terms and conditions as the City shall deem advisable, and
WHEREAS, Section 100.050 RSMo requires the City to prepare a plan in connection with
any industrial development project undertaken pursuant to the Act; and
WHEREAS, a Plan for an Industrial Development Project dated February 21, 2014 (the
"Plan")was prepared and distributed to the taxing jurisdictions along with notice of a public hearing
to be held by the City on March 18, 2014; and
WHEREAS., on March 18, 2014 the public hearing on the Plan was held by the City and
public comment was taken and then the Board of Aldermen adopted Ordinance No. 1291
approving the Plan, and
WHEREAS, the Board of Aldermen hereby finds and determines that it is desirable for the
improvement of the economic welfare and development of the City and within the public purposes
of the Act that the City issue its Taxable Industrial Revenue Bonds (Horizons XI / ALM Kansas
City, LLC Project), Series 2020, in an aggregate principal amount not to exceed $20,000,000 (the
"Bonds"), for the purpose of (a) improving and constructing a 112,000 square foot distribution
warehouse, to be constructed of concrete tilt-up walls with a steel roof structure and TPO roof
membrane, together with loading docks and parking areas (the "Project Improvements") on certain
real estate located in the City (the "Project Site," and together with the Project Improvements. the
"Project"), and (b) paying a portion of the costs of issuing the Bonds: and
WHEREAS, simultaneously with the issuance of the Bonds, the City will lease the Project
from the Company under a Base Lease (defined herein) and sublease the Project back to the
Company under a Lease (defined herein). and
WHEREAS. the Board of Aldermen further finds and determines that it is necessary and
desirable in connection with the issuance of the Bonds that the City enter into certain documents
and that the City take certain other actions and approve the execution of certain other documents
as herein provided,
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY
OF RIVERSIDE, MISSOURI, AS FOLLOWS:
SECTION 1 -AUTHORIZATION OF THE BONDS. The City is hereby authorized to issue
and sell the Bonds as described in the recitals hereto for the purpose of providing funds to pay
the costs of the Project and to pay a portion of the costs of issuing the Bonds. The Bonds shall
be issued and secured pursuant to the Indenture and shall have such terms, provisions,
covenants and agreements as are set forth therein.
SECTION 2 - LIMITATION ON LIABILITY. The Bonds and the interest thereon shall be
limited and special revenue obligations of the City payable solely out of the rents, revenues and
receipts derived by the City from the Project and the Lease and not from any other fund or source
of the City. Such payments, revenues and receipts shall be pledged and assigned to the bond
trustee named therein (the `Trustee") as security for the payment of the Bonds as provided in the
Indenture. The Bonds and the interest thereon shall not constitute general obligations of the City or
the State of Missouri (the "State"), and neither the City nor the State shall be liable thereon. The
Bonds shall not constitute an indebtedness within the meaning of any constitutional or statutory
debt limitation or restriction, and are not payable in any manner by taxation.
SECTION 3 - AUTHORIZATION OF DOCUMENTS. The City is hereby authorized to
enter into the following documents (the `City Documents"), in substantially the forms on file with
the City Clerk, with such changes therein as are approved by the officials of the City executing
the documents, such officials' signatures thereon being conclusive evidence of their approval
thereof:
(a) Trust Indenture dated as of the date set forth therein (the "Indenture"),
between the City and the Trustee, pursuant to which (1) the Bonds will be issued and (2)
the City will pledge the Project and assign certain of the payments, revenues and receipts
received pursuant to the Lease to the Trustee for the benefit and security of the owners of
the Bonds upon the terms and conditions as set forth in the Indenture.
(b) Base Lease dated as of the date set forth therein (the `Base Lease"),
between the City and the Company, under which the Company will lease the Project to
the City, pursuant to the terms and conditions in the Base Lease, in consideration of
nominal rent paid by the City.
(c) Lease Agreement dated as of the date set forth therein (the "Lease"),
between the City and the Company, under which the City will lease the Project back to the
Company, pursuant to the terms and conditions in the Lease, in consideration of rental
payments by Company that will be sufficient to pay the principal of, premium, if any, and
interest on the Bonds.. including a Memorandum of Lease Agreement providing notice of
the Lease.
(d) Bond Purchase Agreement dated as of the date set forth therein, among
the City, the Company and the purchaser of the Bonds.
SECTION 4. CREATION OF BOND FUND. The City is hereby authorized to establish
with the Trustee pursuant to the Indenture, a special trust fund in the name of the City to be
designated the "City of Riverside, Missouri, Bond Fund — Horizons XI / ALM Kansas City, LLC
Project" and the City shall cause all sums required by the Indenture to be deposited therein and
shall create all accounts therein required by the Indenture.
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SECTION 5 - EXECUTION OF DOCUMENTS. The Mayor is hereby authorized to
execute the Bonds and to deliver the Bonds to the Trustee for authentication for and on behalf of
and as the act and deed of the City in the manner provided in the Indenture. The Mayor is hereby
authorized to execute the City Documents and such other documents, certificates and instruments
as may be necessary or desirable to carry out and comply with the intent of this Ordinance, for
and on behalf of and as the act and deed of the City. The City Clerk is hereby authorized to attest
to and affix the seal of the City to the Bonds and the City Documents and such other documents,
certificates and instruments as may be necessary or desirable to carry out and comply with the
intent of this Ordinance.
SECTION 6 - FURTHER AUTHORITY. The City shall, and the officials, agents and
employees of the City are hereby authorized to, take such further action, and execute such other
documents, certificates and instruments as may be necessary or desirable to carry out and
comply with the intent of this Ordinance and to carry out, comply with and perform the duties of
the City with respect to the Bonds and the City Documents. The Mayor and/or City Administrator
is hereby authorized, throughout the term of the Lease, to execute all documents on behalf of the
City (including documents pertaining to the transfer of property) as may be required to carry out
and comply with the intent of this Ordinance, the Indenture and the Lease. At the discretion of
the City Administrator, city staff is authorized to provide a sales tax exemption certificate to the
Company prior to the closing of the Bonds for the purchase of construction materials for the
Project, provided that such certificate shall be provided prior to issuance of the Bonds only if the
Company has entered into an agreement with the City under which the Company agrees to pay
any sales tax determined to be due with respect to the Project due to misapplication of the
certificate or failure to close on the Bonds.
SECTION 7 - CONFLICTS. All ordinances or parts of ordinances in conflict herewith are
hereby repealed.
SECTION 8 - 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 1st day of September, 2020.
Kathleen L. Rose, Mayor
ATTEST:
Robin Kincaid, City Clerk
Space Above Line Reserved for Recorder's Use
1. Title of Document: Termination
2. Date of Document: June ,2022
3. Grantor(s)Names ALM KANSAS CITY,LLC
and Statutory Addresses: 9830 Colonnade Blvd., Ste. 600
San Antonio,Texas 78230-2209
CITY OF RIVERSIDE,MISSOURI
2950 N.W. Vivion Road
Riverside,Missouri 64150
4. Grantee(s)Names CITY OF RIVERSIDE,MISSOURI
and Statutory Addresses: 2950 N.W.Vivion Road
Riverside, Missouri 64150
ALM KANSAS CITY,LLC
9830 Colonnade Blvd., Ste.600
San Antonio,Texas 78230-2209
5. Legal Description: See following page.
6. Reference(s): Base Lease recorded September 25,2020, at Book 1340,Page 248
(Instrument#2020016223)
Memorandum of Lease Agreement recorded September 25,2020, at
Book 1340,Page 249(Instrument#2020016224)
TERMINATION
A. The City of Riverside,Missouri(the"City")has previously issued its$20,000,000(Aggregate
Maximum Principal Amount) City of Riverside, Missouri Taxable Industrial Revenue Bonds (Horizons
Industrial XI /ALM Kansas City, LLC Project), Series 2020 (the "Bonds"), pursuant to a Trust Indenture
dated as of September 1, 2020 (the "Indenture"), between the City and BOKF, N.A. (the "Trustee"), and
used the proceeds of the Bonds to construct a Project(as defined in the Indenture).
B. ALM Kansas City, LLC, a Delaware limited liability company (the "Lessee") leased the
Project to the City pursuant to a Base Lease dated as of September 1, 2020(the"Base Lease"), between the
Lessee and the City.
C. The City subleased the Project to ALM Kansas City, LLC, a Delaware limited liability
company (the "Lessee") pursuant to a Lease Agreement dated as of September 1, 2020 (the "Lease
Agreement"),between the Lessee and the City.
D. The Lessee has paid all amounts payable under the Lease Agreement, including payment of
all outstanding Bonds and all fees,taxes,penalties, if any, costs and expenses of the Trustee and the City.
E. The Indenture,the Base Lease,the Lease Agreement and the Bond Purchase Agreement dated
as of September 1,2020,between the City and the Lessee,are collectively referred to hereunder as the"Bond
Documents."
NOW,THEREFORE,THE CITY,THE TRUSTEE AND THE LESSEE DO HEREBY STATE
AND DECLARE:
That as of the "Date of Document" stated on the cover page hereto the Bond Documents are
terminated and are of no further force or effect. The real property affected by the Lease Agreement is
described as follows:
All of the following property located in Platte County,Missouri:
•
Lot 1, RIVERSIDE HORIZONS WEST SECOND PLAT, a subdivision in
Riverside, Platte County, Missouri, according to the recorded plat thereof,
recorded June 3, 2020 as Document No. 2020007763 in Plat Book 22 at Page
126.
[remainder of page intentionally left blank]
Termination 1
Horizons Industrial XI/ALM Kansas City,LLC
4858-3709-9044,v. 1
ALM KANSAS CITY,LLC,
a Delaware limited liability company,
By: LM Logistics REIT,
a Texas real estate investment trust,
its sole Member
By:
Name:
Title:
• ACKNOWLEDGMENT
STATE OF )
) ss.
COUNTY OF )
On June , 2022, , the of LM Logistics REIT, a •
Texas real estate investment trust,the sole Member of ALM Kansas City, LLC, a Delaware limited liability
company, acknowledged before me that he/she signed the foregoing instrument for and in the name and on
behalf of said
IN WITNESS WHEREOF,I have hereunder subscribed my name and affixed my official seal on the
day and year aforesaid.
Notary Public
My Commission Expires:
Termination 3
Horizons Industrial XI/ALM Kansas City,LLC
4858-3709-9044,v. 1
BOKF,N.A., as Trustee
By
Name:
Title:
ACKNOWLEDGMENT
STATE OF MISSOURI )
) SS.
COUNTY OF JACKSON )
On this day of June,2022,before me,a Notary Public in and for said State,personally appeared
who acknowledged himself/herself to be a of BOKF,
N.A.,a national banking association duly organized and existing under the laws of the United States of America,
and that (s)he as such duly authorized officer being so authorized executed the foregoing instrument for the
• purposes therein contained by signing the name of the association by himself/herself as a duly authorized officer.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day
and year last above written.
Notary Public
[SEAL)
My appointment expires
Termination 4
Horizons Industrial XI/ALM Kansas City,LLC
4858-3709-9044,v. 1
IN WITNESS WHEREOF, the parties named above have caused this Termination to be duly
executed in their respective corporate names and their respective corporate seals, where applicable, to be
hereunto affixed and attested by their duly authorized officers,as of the date written on the cover page hereof.
CITY OF RIVERSIDE,MISSOURI
By: "! -
` Name: Ka leen L. Rose
• Title: Mayor
[SEAL•] •
ATTEST:
•
By:
Name: Robin Kincaid
Title: City Clerk
ACKNOWLEDGMENT
STATE OF MISSOURI )
) SS.
COUNTY OF PLA
On this f! day of June, 2022, before me, the undersigned, a Notary Public, 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, and that the seal affixed to the foregoing instrument is the
corporate seal of said City, and that said instrument was signed and sealed by authority of its Board of
Aldermen, and said officers acknowledged said instrument to be executed for the purposes therein stated and
as 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.
�pEIY QU"' ROBIN L.KINCAID •
0 I•�IARYc; MY mission Expires
March 8,2023
SEAL. Clinton County Name: loa N L ;Neat d
pfNis', Canmission#15390631 Notary Public in and for said State
(SEAL)
My Commission Expires: ikaAcA g 3 .
Termination 2
Horizons Industrial XI/ALM Kansas City,LLC
4858-3709-9044,v. 1