HomeMy WebLinkAbout1762 Serve a Public Purpose -The Contract Between Riverside Red X Community Improvement District and Red X Development, LLC will Remediate the Blighting Conditions Bill No. 2021-005 ORDINANCE NO. Lz6�
ORDINANCE DETERMINING THAT THE CONTRACT BETWEEN THE RIVERSIDE
RED X COMMUNITY IMPROVEMENT DISTRICT AND RED X DEVELOPMENT, LLC
IS REASONABLY ANTICIPATED TO REMEDIATE THE BLIGHTING CONDITIONS
WITHIN THE DISTRICT AND WILL SERVE A PUBLIC PURPOSE
WHEREAS, following a duly noticed public hearing on July 1, 2020, the Board of
Aldermen of Riverside, Missouri adopted Ordinance No. 1729 creating the Riverside Red X
Community Improvement District("District"); and
WHEREAS, the Board of Aldermen found that the District is located in a Blighted Area
as defined under the Community Improvement District Act,Sections 67.1401 et seq.,RSMo("CID
Act"); and
WHEREAS,the District was established for the purposes of removing the conditions that
allowed for the District to be classified as a Blighted Area as defined under the CID Act by
providing funding for the financing, design, construction, demolition, removal, renovation,
reconstruction or rehabilitation of certain improvements or portions thereof located within the
District, as authorized pursuant to the CID Act("Project"); and
WHEREAS, the District and Red X Development, LLC, a Missouri limited liability
company ("Developer") have entered into a Development Agreement in substantially the form
attached hereto as Exhibit A and incorporated herein by reference,related to construction of certain
components of the Project("CID Contract").
NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF
RIVERSIDE, MISSOURI AS FOLLOWS:
SECTION 1. Pursuant to Section 67.1461.2(2) of the CID Act, the Board of Aldermen
hereby determines that the actions to be taken pursuant to the CID Contract are reasonably
anticipated to remediate the blighting conditions within the District and will serve a public purpose.
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, bVlissouri, this day of & 021.
Ma Kathleen L. Rose
ATTEST"
Robin Kincaid; rty Clerk
f 3390/70713;902107.4 1
DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT ("Agreement") is made and entered into effective
as of the 3y� day of 1 , 2021 ("Effective Date"), by and among the Riverside Red X
Community Improvement Distri ,_a political subdivision and Missouri community improvement
district ("District"), and Red X Development, LLC, a Missouri limited liability company
("Developer"; together with the District,the "Parties").
WHEREAS, the District was established on July 1, 2020 pursuant to the Community
Improvement District Act, Sections 67.1401 et seq., RSMo, as amended ("CID Act"), and the
adoption of Ordinance No. 1729 ("Ordinance")by the City of Riverside, Missouri ("City"); and
WHEREAS, the District was established for the purposes of providing funding for the
financing, design, construction, demolition, removal, renovation, reconstruction or rehabilitation
of certain improvements or portions thereof located within the District and related improvements
and structures, as authorized pursuant to the CID Act and Section 67.1461, RSMo; and
WHEREAS, in accordance with the CID Act and as certified by the Platte County Board
of Election Commissioners, the qualified voter within the District approved a 1.0% sales tax
("Sales Tax")for a period of thirty(30)years or such other period to coincide with the termination
of the District; and
WHEREAS,the District intends to utilize Sales Tax revenue to fund the Project either on
a pay-as-you-go basis or through the issuance of bonds or other financing as permitted under the
CID Act; and
WHEREAS, the City found, as stated in the Ordinance, that the District is located in a
Blighted Area as defined under the CID Act; and
WHEREAS, the District desires to engage the Developer to carry out certain duties
regarding the implementation and completion of the Project; and
WHEREAS,the Parties desire to enter into this Agreement to evidence the engagement of
Developer by District in connection with the implementation and completion of the Project and to
evidence the respective obligations of the Parties in connection therewith.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the District and the Developer hereby agree as follows:
1. The Parties incorporate by reference the WHEREAS clauses set forth above as if
fully set forth herein.
3. The Parties agree that the funding and construction of the Project is of significant
value to the District and the general public,and that this Agreement constitutes an agreement with
the District, as required by Section 67.1461.2 (1) and(2), RSMo.
f 33909/70713;909084.1
4. Prior to commencing any construction work with respect to the Project, the
Developer shall procure all necessary permits and governmental approvals. The Developer shall
also procure and maintain, or cause its contractors and subcontractors to procure and maintain,
insurance policies of such types and in such coverage amounts as are customary for a project of
this size and nature, including, but not limited to, workers' compensation insurance, employers'
liability insurance, business automobile liability insurance, and commercial general liability
insurance, and to further require that the District be named as an additional insured under such
insurance policies. As evidence, a certificate of all such insurance policies shall be provided to the
District showing the policy is in full force and effect. Such policies may not be canceled without
prior notice to the District.
5. For elements of the Project being funded under the CID Act, Developer shall solicit
bids from contractors, select one or more contractors, and negotiate and enter into such
construction contracts or other agreements necessary for construction of the Project. In addition,
Developer shall comply and shall cause its contractors and all subcontractors to comply, with all
applicable governmental requirements, including, but not limited to Sections 290.210 through
290.340, RSMo, as amended, for the payment of prevailing wages to contractors and
subcontractors in connection with the Project.
6. Developer shall indemnify, release, defend, be responsible for and forever hold
harmless District,its officers,agents,employees,directors,and attorneys,each in their official and
individual capacities, from and against all lawsuits, suits, actions, costs, claims, demands,
damages, disability, losses,expenses, including reasonable attorney's fees and other defense costs
or liabilities of any character and from any cause whatsoever, resulting from, with respect to,
arising out of or in connection with: (a) any negligent acts, misconduct or fraud of Developer or
any of its contractors, subcontractors, agents, representatives or employees; (b) any acts of
Developer beyond the scope of Developer's authority provided to it under this Agreement; (c)the
breach by Developer or any of its agents, representatives or employees of this Agreement; (d)
failure by Developer or any of its contractors, subcontractors, agents, employees, or
representatives to comply with Governmental Requirements in connection with the Project; and
(e) bodily injury or death received or sustained, or loss or damage received or sustained, by any
person, persons, or property to the extent arising out of or resulting from any act, error, omission,
or intentional act of Developer or its agents, employees, contractors, or subcontractors, to the
extent caused by the construction of the Project expressly authorized herein; provided, however,
that Developer need not save harmless District from claims, demands, losses and expenses arising
out or to the extent caused by the gross negligence or intentional misconduct of District, its
directors or agents or by the breach of this Agreement by District. The indemnity required
hereunder shall not be limited by reason of any insurance held by Developer. District does not,
and shall not, waive any rights against Developer which it may have by reason of this
indemnification, because of the acceptance by District. This indemnification by Developer shall
apply to all damages and claims for damages of any kind that may arise as the result of any act,
error, omission or intentional act of Developer or its agents, representatives, employees,
contractors, or subcontractors, and suffered by reason of constructing the Project as referred to in
this Agreement, regardless of whether or not insurance policies shall have been determined to be
applicable to any such damages or claims for damages. With respect to any claims subject to
indemnity hereunder, Developer shall immediately notify District of any and all claims filed
03909/70713;909084.)
against Developer or Developer and District jointly and shall provide District with a copy of the
same. The fact that Developer carries out any activities under this Agreement through independent
contractors shall not constitute an avoidance of, or defense to, Developer's duty of defense and
indemnification under this section.
7. The indemnities provided in Section 6 of this Agreement, will survive the
expiration or sooner termination of this Agreement.
8. This Agreement shall be for a term commencing on the Effective Date of this
Agreement and shall terminate upon the final and full completion of the Project, as evidenced by
a certificate of occupancy issued by the City for the Project. Developer shall provide a copy of the
certificate of occupancy to District. Notwithstanding anything in this Agreement to the contrary,
the Parties agree that District's primary role is to fund and/or assist in the funding of the Project
and that District's payment of Project costs will be made either in accordance with separate bond
or other financing documents, if any, or on a pay-as-you-go basis through reimbursements to
Developer upon receipt of contracts,invoices,and other documentation as District may reasonably
request verifying Project costs incurred and paid by Developer. All payments or reimbursements
by District to Developer under this Agreement shall be conditioned upon annual appropriation by
District of funds for such payment or reimbursement in fiscal years when sufficient otherwise
unencumbered revenue is available to District to make such payments or reimbursements
9. This Agreement shall constitute the entire agreement between the Parties hereto
with regard to the subject matter hereof and shall supersede all previous discussions,negotiations,
agreements and commitments,written or oral,between the Parties hereto and relating to the Project
and the subject matter hereof.There are no oral or other agreements or understandings with respect
to the subject matter hereof. No amendment or modification of this Agreement shall be effective
unless made by supplemental agreement in writing executed by all affected Parties
10. The relationship between the Parties under the terms of this Agreement shall be that
of independent parties, and notwithstanding anything to the contrary set forth herein, Developer
shall perform its duties and provide the services contemplated by this Agreement as an independent
contractor and not as an employee or agent of District. Nothing contained in this Agreement or in
the relationship of the Parties shall be deemed to constitute a partnership,joint venture or any other
similar relationship. No personal liability shall accrue hereunder against any individual, officer,
director, shareholder, representative or employee of any Party.
11. This Agreement is made pursuant to and shall be governed by and construed in
accordance with,the laws of the State of Missouri.
12. The provisions of this Agreement are severable. Provided that the essence and
intent of this Agreement are otherwise substantially preserved,if any provisions of this Agreement,
or the application thereof to any particular party or circumstance,shall to any extent be held invalid
or unenforceable by a court of competent jurisdiction, arbitrator or other such lawful governing or
interpretive authority, such determination shall not affect the remaining provisions of this
Agreement,or the application of such provision to any other particular party or circumstance,shall
be valid and enforceable.
{33909/70713;909084.1
13. This Agreement may be executed in any number of counterparts with the same
effect as if all of the Parties to this Agreement had signed the same agreement. Each counterpart
shall be deemed to be an original copy of this Agreement, and all counterparts shall be construed
together and be deemed to constitute a single agreement.
14. In the event that any litigation or other proceeding is sought regarding this
Agreement, the losing Party shall pay to the prevailing Party reasonable attorney's fees and costs
of court at trial and on appeal in bringing or defending such litigation or other proceeding. For
purposes of this Agreement, "prevailing Party" shall mean the Party that has succeeded in
obtaining a substantially more favorable result in its prosecution or defense of a claim than its
opposing Party.
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SIGNATURES APPEAR ON NEXT PAGE.]
133909/70713;909084.}
District and Developer have executed this Agreement to be effective as of the ElTective
Date.
District:
RIVERSIDE RED X COMMUNITY
IMPROVEMENT DISTRICT
Name: L '� U46,or.
Title: Chairman
ATTES '
By:
Name:
"Title: Secretary
Developer:
RED X DFVFLOPMENT, LLC
By:
` 1j
Name: Lr- ` � I o unci
Title: ll
{33909170713;909084.}
CITY OF
RIVER1
MISSOURI
Upstream from ordinary.
2950 NW Vivion Road
Riverside, Missouri 64150
AGENDA DATE: 2021-02-02
TO: Mayor and Board of Aldermen
FROM: Mike Duffy, Community Development Director
RE: Red X Community Improvement District
As a part of the Red X redevelopment project, a Community Improvement District (CID) was formed to carry
out certain functions, including the removal of blight. The CID has begun collecting a $.01 sales tax to be used
to help fund the project. To assist in this effort, the CID and the Developer (The Guy Zeke Young Trust) intend
to enter into an agreement to undertake certain improvements to remediate blight.
As authorized in the CID Act, the expenditure of CID funds for this purpose is permitted, provided that the
governing body finds that the actions taken are "reasonably anticipated to remediate the blighting conditions
and will serve a public purpose."
Bill No. 2021-005 has been reviewed by the City and representatives of the Red X. Staff recommends approval
of the request.
LC1759570
Date Filed:01/29/2021
John R.Ashcroft
State of Missouri Missouri Secretary of State
John R.Ashcroft Secretary of State
Corporations Division
PO Box 778/600 W.Main St.,Rm.322
Jefferson City,MO 65102
Articles of Organization
Reference Number SR223968
Receipt Number TR646756
1. The name of the limited liability company is: Red X Development, LLC
2. The purpose(s)for which the limited liability company is organized:
The transaction of any lawful business for which a limited liability company may be organized under the Missouri
Limited Liability Company Act, Chapter 347 RSMo.
3.The name and address of the limited liability company's registered agent in Missouri is:
Name SPENSERV, INC.
Address 1000 WALNUT STREET, SUITE 1400, KANSAS CITY, Missouri, 64106, United States
4.The address of its principal place of business is:
2401 W. Platte Rd., Riverside, Missouri, 64150, United States
5. The management of the limited liability company is vested in:
Manager
6. The effective date of this document is the date it is filed by the Secretary of State of Missouri unless a
future date is otherwise indicated:
1/29/2021
7. The events, if any, on which the limited liability company is to dissolve or the number of years the
limited liability company is to continue, which may be any number or perpetual:
Perpetual
8. The name(s) and street address(es)of each organizer:
Name David N. Zimmerman
Address 6201 College Boulevard, Suite 500, Overland Park, Missouri, 66211, United States
In Affirmation thereof, the facts stated above are true and correct:
The undersigned believes the statements presented in this filing are true and correct to the best of their knowledge and belief,they are
subject to the penalties provided under section 575.040 RSMo.for making a false declaration under Section 575.060 RSMo
The undersigned agrees and represents that he/she is authorized to execute this document
Name David N. Zimmerman
Title Organizer
Date 01/29/2021
Page 1 of 1
E OF M
f g�CRET� �j
�I380V4,
John R. Ashcroft
Secretary of State
CERTIFICATE OF ORGANIZATION
WHEREAS,
Red X Development, LLC
LC1759570
filed its Articles of Organization with this office on the 29th day of January, 2021, and that filing
was found to conform to the Missouri Limited Liability Company Act.
NOW, THEREFORE, I, John R. Ashcroft, Secretary of State of the State of Missouri, do by virtue
of the authority vested in me by law, do certify and declare that on 29th day of January, 2021, the
above entity is a Limited Liability Company, organized in this state and entitled to any rights
granted to Limited Liability Companies.
Effective Date:January 29, 2021 H
IN TESTIMONY WHEREOF, I hereunto set my
hand and cause to be affixed the GREAT SEAL of -c
the State of Missouri. Done at the City of Jefferson, }
the 29th day of January, 2021.
•
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L:)'ecre66 of State