HomeMy WebLinkAbout1738A - All the bonding signature pages, just in case needed for anything.BILL NO. 2020-037 ORDINANCE NO.
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.
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.
Robin Kincaid, :ty Clerk
[SEAL]
ATTEST:
By:
Name: Robin Kincaid
Title: City Clerk
STATE OF MISSOURI
) SS.
COUNTY OF PLATTE
On this 1 day of September, 2020, before me, the undersigned, a Notary Public, appeared
THLEEN 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.
CITY OF RIVERSIDE, MISSOURI
By:
Name: at 'cell L. Rose
Title: Mayor
ACKNOWLEDGMENT
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.
(SEAL)
Re: L
My
March 8, 2023
11, •
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My Commission Expires:
kinn
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Base Lease
Horizons Xl / ALM Kansas City, LLC Project
Series 2020
Notary Public in and for said State
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed in their
respective names by their duly authorized signatories, all as of the date first above written.
[SEAL]
ArrEsT:
By:
Lease Agreement
Horizons XI / ALM Kansas City, LLC Project
Series 2020
-28-
CITY OF RIVERSIDE, MISSOURI
By:
ATTEST:'
By:
Name: Robin Kincaid
Title: City Clerk
CITY OF ERSIDE, MISSOURI
By:
Name: Ka
Title: Mayor
STATE OF MISSOURI
)SS.
COUNTY OF PLATTE
On this 1 day of September, 2020, before me, the undersigned, a Notary Public, appeared
THLEEN 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.
AC OWLEDGMENT
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.
(SEAL)
My Commission Expires:
R
MY
March 8, 2021
q.;.:
111
Memorandum of Lease Agreement
Horizons XI / ALM Kansas City, LLC Project
Series 2020
S-2
Notary Public in and for said State
IN WITNESS WHEREOF, the City of Riverside, Missouri, has caused this Indenture to be signed
in its name and behalf by its Mayor and the seal of the City to be hereunto affixed and attested by its City
Clerk, and to evidence its acceptance of the trusts hereby created, BOKF, N.A. has caused this Indenture to
be signed in its name and behalf by a duly authorized officer, all as of the date first above written.
Indenture
Horizons XI / ALM Kansas City, LLC Project
Series 2020
S-1
CITY OF RIVERSIDE, MISSOURI
By:
Mayor
Accepted and Agreed::.
CITY OF RIVERSIDE, MISSOURI
y;
Bond Purchase Agreement
Horizons XI / ALM Kansas City, LLC Project
Series 2020
THIS BOND is transferable, as provided in the Indenture, only upon the books of the City kept for
that purpose at the above-mentioned office of the Trustee by the Owner hereof in Person or by such Person's
duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer
reasonably satisfactory to the Trustee duly executed by the Owner or such Person's duly authorized
attorney, and thereupon a new fully -registered Bond or Bonds, in the same aggregate principal amounts,
shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the
charges therein prescribed. The City, the Trustee and any Paying Agent may deem and treat the Person in
whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of,
or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes.
THE BONDS are issuable in the form of one fully -registered Bond in the maximum principal
amount of $20,000,000.
THIS BOND shall not be valid or become obligatory for any purposes or be entitled to any security
or benefit under the Indenture until the Certificate of Authentication hereon has been executed by the
Trustee.
IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to
exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the
issuance of this Bond do exist, have happened and have been performed in due time, form and manner as
required by the Constitution and laws of the State of Missouri.
IN WITNESS WHEREOF, the City of Riverside, Missouri, has caused this Bond to be executed
in its name by the manual or facsimile signature of its Mayor, attested by the manual or facsimile signature
of its City Clerk and its corporate seal to be affixed hereto or imprinted hereon.
By:
CITY OF RIVERSIDE, MISSOURI
By:
IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed on behalf
of the City.
City's Closing Certificate
Horizons XI / ALM Kansas City, LLC Project
Series 2020
CITY OF RIVERSIDE, MISSOURI
CERTIFICATE REGARDING NOTICE OF MEETING
I hereby certify that the attached notice of the meeting held on September 1,2020, by the Board of
Aldermen of the City of Riverside, Missouri, (1) was posted at least 24 hours (excluding weekends and
holidays) prior to the commencement of the meeting on a bulletin board or other prominent place which is
easily accessible to the public and clearly designated for posting notices at the principal office and meeting
place of the Board of Aldermen, and (2) was made available at least 24 hours (excluding weekends and
holidays) prior to the commencement of said meeting to any representative of the news media who
requested notice of the meeting.
DATED: September I 2020.
EXCERPT OF MINUTES OF MEETING
The Board of Aldermen of the City of Riverside, Missouri, met in regular session on September 1,
2020, at 7:00 p.m., at City Hall in Riverside, Missouri, and the following officials were present or absent
as indicated:
Name/Title
Rose,Kath Ma •Al Bowman, Ward 1 Alderman
1`
Present/Absent,
M. Dawn Cockrell, Ward 1 Alderman
Aaron Thatcher, Ward 2 Alderman
Jill Hammond, Ward 2 Alderman
Salvatore LoPorto, Ward 3 Alderman
Nathan Cretsinger Ward 3 Alderman
Robin Kincaid, Cit Clerk
The Mayor declared that a quorum was present and called the meeting to order.
The matter of approving the issuance of the City's Taxable Industrial Revenue Bonds (Horizons
XI / ALM Kansas City, LLC Project), Series 2020 in the maximum principal amount of $20,000,000 and
related documents, came on for consideration and was discussed.
Upon the request of Mayor Rose, City Clerk Kincaid gave first reading of Bill No. 2020 -
entitled as follows:
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.
On motion by Alderman l and seconded by Alderman ) l" tht Board of
Aldermen considered acceptance of ttte first reading, of Bill 2020- and placement of NI 2020 -#tion
its second and final reading. Thereupon, the question was put to a roll call vote, the vote thereon being as
follows:
Aye: 5
Nay: 0
Absent: i
City Clerk Kincaid gave second reading of Bill 2020-037.'
On motion duly made by Alderman c rrr and seconded by Alderman-OL,OP►1 AN the
Board of Aldermen considered approval or Bill 2020-037 and enactment as Ordinance No.
Thereupon, the question was put to a roll call vote, the vote thereon being as follows:
Aye: 5—
Nay: Q
Absent: I
Thereupon, the Mayor declared the Ordinance duly passed, duly numbered Ordinance No.1
signed and approved by the Mayor, and attested by the City Clerk.
***
(Other Proceedings)
There being no other business to come before the Board of Aldermen at this time, upon motion
duly made, seconded and carried, the meeting thereupon was adjourned.
City Clerk