HomeMy WebLinkAbout1864 Taxable Industrial Revenue Bonds (Logistics Centre Building 2) - Different Special Purpose Entity BILL NO. 2022-041 ORDINANCE NO. 1344
AN ORDINANCE AUTHORIZING THE CITY TO ENTER INTO PREVIOUSLY AUTHORIZED
AGREEMENTS RELATING TO A SERIES OF TAXABLE INDUSTRIAL REVENUE BONDS
(LOGISTICS CENTRE BUILDING 2 PROJECT) WITH A DIFFERENT SPECIAL PURPOSE
ENTITY OR GROUP.
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, the Board of Aldermen has previously authorized by ordinance (the "Original
Ordinance") the issuance by the City of its Taxable Industrial Revenue Bonds (Logistics Centre
Building 2 Project) in an aggregate principal amount not to exceed $26,250,000 (the"Bonds"), for
the purpose of (a) acquiring certain land described as Lot 4, Replat of Doorlink, 1st Plat, a
subdivision in Riverside, Platte County, Missouri (the "Project Site"), (b) leasing the Project Site
and Project Improvements (as hereinafter defined) to HIDGFBR Associates, LLC, a Missouri
limited liability company("HIDGFBR")for the construction of an approximately 302,176 square foot
facility, consisting of approximately 228,176 square feet of distribution/warehousing and light
industrial uses, and approximately 74,000 square feet of office uses, including buildings, structures,
improvements, and fixtures (collectively, the "Project Improvements," and together with the Project
Site, the "Project"), and (c) paying costs of issuing the Bonds; and
WHEREAS, the developers of the Project have previously requested that, instead of
HIDGFBR, the City enter into the lease and related documents, (the "Documents") with LLE3
Riverside SPE LLC, a Missouri limited liability company, and the City, by ordinance, approved
such request; and
WHEREAS, the developers of the Project now request that the City enter into the
Documents with an ownership group to be determined by the developers, consisting of one or
more special purpose entities which may hold their interests as tenants in common (the"Tenant");
and
WHEREAS, the Board of Aldermen hereby finds and determines that it is necessary and
desirable to accomplish the transactions relating to the Bonds that the City enter into the
Documents with the Tenant;
NOW,THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY
OF RIVERSIDE, MISSOURI, AS FOLLOWS:
SECTION 1 -AUTHORIZATION OF CHANGE IN TENANT. The City is hereby authorized
to substitute the Tenant for HIDGFBR in the Documents and to enter into the Documents with the
Tenant in the manner described in the Original Ordinance.
SECTION 2 - EXECUTION OF DOCUMENTS. The Mayor is hereby authorized to
execute the Documents with the Tenant as a party 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 such 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. City staff is authorized to provide a sales tax exemption certificate to the
Tenant for the purchase of construction materials.
SECTION 3 - CONFLICTS. All ordinances or parts of ordinances in conflict herewith are
hereby repealed.
SECTION 4 - 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 Ald rmen and APPROVED by the Mayor of the City of
Riverside, Missouri, this a9• `day o 2022.
_ Kath en L. Rose, Mayor
ATTEST:
\:
Robin Kihcaid,,City Clerk
-2-
UNILATERAL SALES TAX EXEMPTION INDEMNITY AGREEMENT
THIS UNILATERAL SALES TAX EXEMPTION INDEMNITY AGREEMENT (this
"Agreement")is offered as of August 12 2022 to the CITY OF RIVERSIDE,MISSOURI,
a fourth-class city and political subdivision duly organized and existing under the laws of the State of
Missouri (the "City") by and among LLE3 Riverside SPE LLC, a Missouri limited liability
company, LHM Holding, LLC, a Missouri limited liability company, and Riverside Logistics
•
Centre II Investors,LLC,a Missouri limited liability company(collectively,the"Company").
RECITALS
WHEREAS,the City is authorized under the provisions of Article VI, Section 27 of the Missouri
Constitution,as amended,and Sections 100.010 to 100.200, inclusive,of the Revised Statutes of Missouri,
as amended(collectively,the"Act"),to purchase,construct,extend and improve certain projects(as defined
in the Act)for the purposes set forth in the Act 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,the City, in accordance with Section 100.050 of the Act, has prepared and approved
a plan for industrial development (the "Plan") for the Company,or an affiliate or affiliates thereof,with
respect to a project consisting of acquiring, constructing, installing and improving an approximately
302,176 square foot facility consisting of approximately 228,176 square feet of distribution/warehousing
and light industrial uses, and approximately 74,000 square feet of office uses, including land, buildings,
structures, improvements, and fixtures (the "Project")to be located on real property described as Lot 4,
REPLAT OF DOORLINK, 1ST PLAT, a subdivision in Riverside, Platte County, Missouri, according to
the recorded plat thereof;and
WHEREAS, the City has approved the issuance of industrial development revenue bonds (the
"Bonds") for the purpose of financing the Project, which Bonds will be payable solely out of payments,
revenues and receipts derived by the City from the lease of the Project to the Company,or an or an affiliate
or affiliates thereof,from no other source;and
WHEREAS,the Company hereby requests the City to issue a project exemption certificate for the
purchase of construction materials prior to the issuance of the Bonds;and
WHEREAS,if the City grants the Company's request to issue a project exemption certificate for the
purchase of construction materials prior to the issuance of the Bonds,the Company agrees to the terms of this
Agreement with respect to its use of such project exemption certificate and the grant of such request shall
constitute the City's acceptance of the terms hereof;and
NOW THEREFORE,upon delivery to the Company by the City of a project exemption certificate
for the Project,the Company shall be bound as follows:
SECTION 1. Exemption for Construction Materials. The project exemption certificate shall
be used by or at the direction of the Company for the purchase of construction materials to be incorporated
into the Project and shall not be used in connection with the acquisition of other personal property. The
Company agrees to immediately pay to the Missouri Department of Revenue all sales and use tax that
otherwise would have been due with respect to the Project if the Bonds are not issued by September 27,
2022(subject to any extension granted by the City in its sole discretion).
114/34 707678 B3154607.4
SECTION 2. Liability for Sales Determined to be Taxable. Upon a determination by the
Missouri Department of Revenue that any purchase made using a project exemption certificate described
herein was not exempt from sales or use tax,the Company shall pay to the Missouri Department of Revenue
all sales or use taxes so determined to be due(whether by virtue of failure to comply with the terms of this
Agreement or otherwise). The Company shall indemnify and defend the City and its respective officers,
employees and agents against and from any and all causes of action or actions in law or equity,liens,claims
damages,loss,costs or expenses of any nature whatsoever by any person or entity,arising out of the City's
furnishing of the project exemption certificate to or at the direction of the Company or its affiliates. There
shall be no reduction in payments in lieu of taxes relating to the issuance of Bonds for the Project for any
sales or use taxes paid by the Company in connection with the Project.
SECTION 3. Enforcement. In addition to other remedies allowed by law or in equity,the City
may bring an action for specific performance to enforce the provisions of this Agreement. In the event of
litigation pertaining to the enforcement of this Agreement,the losing party shall pay all costs of litigation,
including reasonable attorneys' fees.
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2_
114734V0161a\53154601.4
IN WITNESS WHEREOF,the Company has executed this Agreement as of the day and year first
above written.
LLE3 RIVERSIDE SPE LLC,a Missouri limited
liability company
BK Properties,LL a • soo liability
Manager
an
company,ManaB jeyv/
By; {,I
Kenneth G. lo ,as trustee of the Kenneth G.
Block Trust dated January 11, 1991,as amended,
Sole Member and Manager
LHM HOLDING,LLC,
a Kansas limited liability company
David R. Goodman Revocable Trust Dated December
27,2002,Manager
Y /
yid, drain. ,Trustee
RIVERSIDE LOGISTICS CENTRE H
INVESTORS,LLC a Missouri limited liability
company
By:BK Properties, Misso ' ' i liability
company,M; ,::my �
BY
Kenneth G. B ock,as trustee of the Kenneth G.
Block Trust ':ted January 11, 1991,as amended,
Sole Member and Manager
Unilateral Sales Tax Exemption Indemnity Agreement
S-I
11473417076703154607.4
For, Missouri Department of Revenue
5060 Project Exemption Certificate
This form is to be completed and given to your contractor.
Name of Exempt Entity Issuing the Certificate Missouri Tax Exemption Number
City of Riverside,Missouri 11 2 1 4 1 9 1 3 1 1 1 2 1 1
Address City State Zip Code
2950 NW lrnvion Road Riverside MO 64150
E-mail Address
rkincaid@riversidernoc 9a
g Project Number Project Begin Date(MM/DD/YYYY) Estimated Project End Date(MM/DD/YYYY)
E Ordinance Nos.1821,1836,1864 1 2 / / 2 /1 / 2 1 1 2 / 0 1 /2_0_2 5
° Description of Project
Acquiring,constructing,nstaling and improving an appoximalfly 302,176 square foot facility mrsisbin9 of approxina df
0 228,176 square feet of office fight itdustrial uses,and approximately 74,000 square feet of ace uses,,
inducing lard,buldngs,structures,its,and fvvmrres..
o_
a
c
CV
c
w
Ti
E _ .
w Project Location, , - Certificate Expiration Date(MM/DD/YYYY)
Lot 4,REPL4 T OF DO(JRL,IIJJC,1ST PLAT,a subdivision in Riverside,Platte County,MO 1 2 / 0 1 /2 0 2 5
Provide a'signed copy of this certificate, along with a copy of the exempt entity's Missouri Sales and Use Tax Exemption
Letter to-each contractor or subcontractor who will be purchasing tangible personal property for use in this project. It is the
responsibility of the exempt entity to-ensure the validity of the information on the certificate. The exempt entity must issue a new
certificate if any of/the-Information changes.
re.of Auth fazed Exempt ! /y Printed Name of Authorized Exempt Entity Date(MM/Do/rrYY)
rrL Rain laid,cty ere 0 8 / 2 3 /2 0 2 2
The Missouri-exefrrpt Brftety-ngmed above hereby authorizes the purchase, without sales tax, of tangible personal property to be
incorporated or consumed imthe construction project identified herein and no other, pursuant to Section 141.082.RS31111o. Under
o penalties of perjury, I declare that the above information and any attached supplement is true, complete,and correct.
2 Name of Purchasing Contractor Signature of Contractor Date(MM/oormv)
g ARCO National Cons r on-KC,Inc / / j
Address City State Zip Code
5015 NW Canal Street,Sete 110 Riverside MO 61450
Contractors- Present this to your supplier in order to purchase the necessary materials tax exempt. Complete the Subcontractor
portion if extending the certificate to your subcontractor. The contractor must sign the form in the space provided below.
Name of Purchasing Subcontractor
Address City State Zip Code
Signature of Contractor Contractor's Printed Name Date(MM/DD/YYYY)
/ /
Form 5060(Revised 08-2015)
Taxation Division Phone:(573)751-2836
P.O Box 358 Fax:(573)522-1271
Jefferson City, MO 65105-0358 E-mail: valestaxexempflons@dor.mo.goy pl !;p
Visit J/dormo. E + (
� S��sales/sales-tnseexempfiorts�lrp for additional information. p.._