HomeMy WebLinkAbout2000 Authorizing and Approving the Assignment and Assumption Agreement w/Respect to Certain Rights and Obligations as to Pilot Payments w/LLE3 Riverside SPE LLC, LHM Holding, LLC BILL NO. 2024-029 ORDINANCE NO.aV°D
AN ORDINANCE AUTHORIZING AND APPROVING THE ASSIGNMENT AND ASSUMPTION
AGREEMENT WITH RESPECT TO CERTAIN RIGHTS AND OBLIGATIONS AS TO PILOT
PAYMENTS, BY AND BETWEEN LLE3 RIVERSIDE SPE LLC, AND LHM HOLDING, LLC,
AND CONSENTED TO BY THE CITY OF RIVERSIDE, MISSOURI, AND FURTHER
AUTHORIZING OTHER DOCUMENTS AND ACTIONS RELATED THERETO.
WHEREAS, The City of Riverside, Missouri ("City")and HIDGFBR Associates, LLC("HIDGFBR")
entered into that certain Agreement of Purchase and Sale effective as of October 21, 2021 (the
"Agreement") in connection with the purchase and sale of Lot 4 of DoorLink, 1st Plat, a
subdivision in the City of Riverside, Platte County, Missouri, and as further described on Exhibit
A attached hereto and incorporated herein by this reference (the "Property"); and
WHEREAS, HIDGFBR assigned its interest in the Agreement to LLE3 Riverside SPE, LLC, a
Missouri limited liability company, on April 14, 2022, and the City conveyed the Property to LLE3
Riverside SPE, LLC on the same day. On August 16, 2022, LLE3 Riverside SPE, LLC conveyed
a tenant-in-common interest in the Property to LHM Holding, LLC, a Missouri limited liability
company (LLE3 Riverside SPE LLC and LHM Holding, LLC are collectively referred to herein as
"Assignor"); and
WHEREAS, Under the Agreement, Assignor is required to, among other things, make certain
"payments in lieu of taxes and assessments" pursuant to Section 3.05 of the Agreement (the
"PILOT Payments"); and
WHEREAS, Assignor now desires to assign all rights and obligations of the Assignor relating to
the PILOT Payments, to Riverside Logistics Centre II Investors, LLC, a Missouri limited liability
company ("Assignee"), provided that the Assignee shall assume all rights and obligations of the
Assignor relating to the PILOT Payments arising on and after the date of the Assignment (which
is also a condition of the City's consent to this Assignment) pursuant to the Assignment and
Assumption Agreement ("Assignment"), attached hereto as Exhibit B, and incorporated herein;
and
WHEREAS, the City Staff and Special Counsel to the City recommend the Board of Aldermen
and Mayor approve and consent to such Assignment; and
WHEREAS, the Board of Aldermen find that the Assignment fulfills a public purpose and will
further the growth of the City, facilitate the development of Riverside, improve the environment of
the City, increase the assessed valuation of the real estate situated within the City, increase the
sales tax revenues realized by the City, foster increased economic activity within the City,
increase employment opportunities within the City, enable the City to direct the development of
the Property, and otherwise be in the best interests of the City by furthering the health, safety,
and welfare of its residents and taxpayers; and approves and authorizes the Assignment.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF
RIVERSIDE, MISSOURI AS FOLLOWS:
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SECTION 1 — BEST INTEREST OF THE CITY TO APPROVE THIS ORDINANCE
AUTHORIZING THE ASSIGNMENT WITH RESPECT TO THE PILOT PAYMENTS AS TO THE
PROPERTY. The Board of Aldermen hereby incorporate the above recitals by reference as if
fully set out in this Section 1, and find it is in the best interest of the City, in order to further the
growth of the City, improve the environment of the City, foster increased economic activity within
the City, increase employment opportunities within the City, further the objectives of the TIF Plan,
further build out the public infrastructure and otherwise is in the best interests of the City by
furthering the health, safety, and welfare of its residents and taxpayers, to authorize and approve
this Ordinance to approve, authorize and consent to the Assignment and Assumption Agreement
(the "Assignment"), by and between LLE3 Riverside SPE LLC and LHM Holding, LLC
(collectively, "Assignor') and Riverside Logistics Centre II Investors, LLC ("Assignee") in
substantially the same form as Exhibit B, attached hereto and incorporated herein, and on the
other terms and conditions contained in the Assignment, and this Ordinance is hereby approved.
SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the
Assignment in substantially the same form as attached hereto as Exhibit B, with such changes
therein as are approved by the Mayor. The Mayor, City Administrator, Special Counsel to the
City — Spencer Fane LLP, and other appropriate officials and employees of the City are hereby
authorized and directed to take any and all actions as may be deemed necessary or convenient
to carry out and comply with the intent of this Ordinance 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—FURTHER AUTHORITY. In connection with the Assignment described above, the
Assignee has requested that the City approve and acknowledge the assignment to and
assumption by the Assignee of all rights and obligations of the "Company" and "Purchaser" under
the documents relating to the City's $26,250,000 Aggregate Maximum Principal Amount Taxable
Industrial Revenue Bonds (Logistics Centre Building 2 Project), Series 2022, which were issued
with respect to the Property. The City hereby approves of such assignment and assumption and
authorizes the Mayor and City Clerk to execute and deliver an acknowledgement of such
assignment and assumption to the Assignee.
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 Aldermen and APPROVED by the Mayor of the City of
Riverside, Missouri, this "rt± day of may; 2024.
Ka leen L. Rose, Mayor
ATTE :
Robin Kincaid, C ty Clerk
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Approved as to form:
Spen. ane LLP,
Spe' - ounsel to the City
b, =- Bednar
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EXHIBIT A
LEGAL DESCRIPTION
Lot 4 of DoorLink, 1st Plat, a subdivision in the City of Riverside, Platte County,
Missouri.
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EXHIBIT B
ASSIGNMENT AND ASSUMPTION AGREEMENT
(The above space is reserved for Recorder's Certification.)
TITLE OF DOCUMENT: ASSIGNMENT AND ASSUMPTION AGREEMENT
DATE OF DOCUMENT: As of _,2024
GRANTOR(ASSIGNOR): LLE3 RIVERSIDE SPE LLC, A MISSOURI LIMITED
LIABILITY COMPANY, AND LHM HOLDING, LLC, A
MISSOURI LIMITED LIABILITY COMPANY
(INDIVIDUALLY AND COLLECTIVELY)
GRANTOR'S MAILING ADDRESS: c/o Block Real Estate Services,LLC
4622 Pennsylvania,Avenue, Suite 700
Kansas City,MO 64112
GRANTEE(ASSIGNEE): RIVERSIDE LOGISTICS CENTRE II INVESTORS,LLC
GRANTEE'S MAILING ADDRESS: do Block Real Estate Services,LLC
4622 Pennsylvania,Avenue,Suite 700
Kansas City,MO 64112
LEGAL DESCRIPTION: See Exhibit A
This cover page is attached solely for the purpose of complying with the requirements stated in §§59.310.2;
59.313.2 Revised Missouri Statutes.
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ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT(the"Assignment"),dated as of the
date of the document stated on the cover page hereto (the "Effective Date"), is between LLE3
RIVERSIDE SPE LLC, a Missouri limited liability company, LHM HOLDING, LLC, a Missouri
limited liability company (collectively, "Assignor"), and RIVERSIDE LOGISTICS CENTRE II
INVESTORS,LLC, a Missouri limited liability company("Assignee").
RECITALS:
A. The City of Riverside,Missouri("City")and HIDGFBR Associates,LLC("HIDGFBR")
entered into that certain Agreement of Purchase and Sale effective as of October 21, 2021 (the
"Agreement") in connection with the purchase and sale of that certain land consisting of approximately
874,249 square feet+/-,which is generally known as Lot 4 of DoorLink, 1st Plat,a subdivision in the City
of Riverside,Platte County,Missouri,and as more particularly described in the Agreement(the"Property"
and the"Development Site");
B. HIDGFBR assigned its interest in the Agreement to LLE3 Riverside SPE, LLC on April
14, 2022, and the City conveyed the Property to LLE3 Riverside SPE, LLC on the same day. On August
16, 2022, LLE3 Riverside SPE, LLC conveyed a tenant-in-common interest in the Property to LHM
Holding, LLC.
C. Under the Agreement,Assignor is required to,among other things,make certain"payments
in lieu of taxes and assessments"pursuant to Section 3.05 of the Agreement(the"PILOT Payments").
D. The Assignor now desires to assign all rights and obligations of the Assignor relating to
the PILOT Payments,to Assignee,provided that the Assignee shall assume all rights and obligations of the
Assignor relating to the PILOT Payments arising on and after the Effective Date(which is also a condition
of the City's consent to this Assignment).
NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants
and agreements contained herein,the Assignor and Assignee do represent,covenant and agree as follows:
1. Assignment. The Assignor hereby assigns all rights and obligations of the Assignor under the
Agreement relating to the PILOT Payments,to Assignee,effective as of the Effective Date.
2. Assumption. The Assignee hereby assumes all rights and obligations of the Assignor under the
Agreement relating the PILOT Payments,to Assignee,arising on and after the Effective Date.
3. Indemnification by Assignor. Assignor agrees to protect, defend, indemnify and hold harmless
Assignee, its successors and assigns, from and against any and all losses, costs, damages (excluding
consequential, incidental, special, punitive and similar-type damages), expenses, fees (including, without
limitation, reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands
whatsoever, in law and in equity, incurred or suffered by Assignee, its legal representatives, successors
and assigns or any of them,to the extent caused by any default in Assignor's performance of its obligations
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relating to PILOT Payments with respect to any fact, event or circumstance that first occurs prior to the
Effective Date.
4. Indemnification by Assignee. Assignee agrees to protect, defend, indemnify and hold harmless
Assignor, its successors and assigns, from and against any and all losses, costs, damages (excluding
consequential, incidental, special, punitive and similar-type damages), expenses, fees (including, without
limitation, reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands
whatsoever,in law and in equity,incurred or suffered by Assignor,its legal representatives,successors and
assigns or any of them, to the extent caused by any default in Assignee's performance of its obligations
relating to PILOT Payments with respect to any fact,event or circumstance that first occurs from and after
the Effective Date.
5. Governing Law. This Assignment shall be governed exclusively by and construed in accordance
with the applicable laws of the State of Missouri.
6. Counterpart Signatures. This Assignment may be executed in any number of counterparts and
by facsimile,each of which shall be an original but all of which taken together shall constitute one and the
same instrument, and any of the parties hereto may execute any of such counterparts.
[Remainder of page intentionally left blank—Signature pages to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption
Agreement to be executed in their respective corporate names to be attested by their duly authorized officers,
all as of the date first above written.
ASSIGNOR:
LLE3 RIVERSIDE SPE LLC,a
Missouri limited liability company
By: BK Properties, LLC, a Missouri limited liability
company,its Manager
By:
Kenneth G. Block,Trustee of the Kenneth G.
Block Trust dated January 11, 1991, as amended,
Sole Member and Manager
THE STATE OF )
) SS:
COUNTY OF )
This instrument was acknowledged and executed before me this day of
2022, by Kenneth G. Block, as Trustee of the Kenneth G. Block Trust, dated January 11, 1991, as
amended, the Sole Member and Manager of BK Properties, LLC, a Missouri limited liability company,
the Manager of LLE3 Riverside SPE LLC, a Missouri limited liability company,on behalf of the limited
liability company.
My Commission Expires:
Notary Public:
Assignment and Assumption Agreement
Logistics Centre Building 2 Project
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ASSIGNOR(continued):
LHM HOLDING,LLC,
a Missouri limited liability company
By:
David R. Goodman, Trustee, of the David R.
Goodman Revocable Trust Agreement dated
December 27,2002, its Sole Member and Manager
THE STATE OF )
) SS:
COUNTY OF )
This instrument was acknowledged and executed before me this day of
2024, by David R. Goodman, Trustee, of the David R. Goodman Revocable Trust Agreement dated
December 27, 2002,the Sole Member and Manager of LHM Holding, LLC, a Missouri limited liability
company, on behalf of the limited liability company.
My Commission Expires:
Notary Public:
Assignment and Assumption Agieeutent
Logistics Centre Building 2 Project
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ASSIGNEE:
RIVERSIDE LOGISTICS CENTRE II INVESTORS,
LLC,a Missouri limited liability company
By: BK Properties, LLC, a Missouri limited liability
company,its Manager
By:
Kenneth G. Block,Trustee of the Kenneth G. Block
Trust dated January 11, 1991, as amended, Sole
Member and Manager
THE STATE OF )
) SS:
COUNTY OF )
This instrument was acknowledged and executed before me this day of
2024, by Kenneth G. Block, as Trustee of the Kenneth G. Block Trust, dated January 11, 1991, as
amended, the Sole Member and Manager of BK Properties, LLC, a Missouri limited liability company,
the Manager of Riverside Logistics Centre II Investors, LLC, a Missouri limited liability company, on
behalf of the limited liability company.
My Commission Expires:
Notary Public:
Assignment and Assumption Agreement
Logistics Centre Building 2 Project
S-3
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The City of Riverside, Missouri hereby acknowleges and consents to the foregoing
Assignment and Assumption Agreement(the"Assignment"). The Assignor under the Assignment is
hereby released from all duties,liabilities and obligations relating to the PILOT Payments under the
Agreement as described in the Assignment that arise on or after the Effective Date described in the
Assignment, and the Assignee hereby assumes all rights, liabilities and obligations relating to the
PILOT Payments.
CITY OF RIVERSIDE,MISSOURI
Sp
_," • •
By:
[SEAL],. Name: een Rose
Title: Mayor
os•.••
ti r,)
ATTEST '
•
By:
Name: Robin Kincaid
Title: City Clerk
ACKNOWLEDGMENT
STATE OF MISSOURI )
) SS.
COUNTY OF PLATTE )
On this 7 day of , 2024,before me,the undersigned, a Notary Public, appeared
KATHLLEN ROSE, to me personalisb known, who, being by me duly sworn, did say that (s)he is the
MAYOR of the CITY OF RIVERSIDE, MISSOURI, and that the seal affixed hereto is the corporate
seal of said City, and that said instrument was signed and sealed on behalf of said City by authority of its
governing body, and said officer acknowledged said instrument to be executed for the purposes therein
stated and as the free act and deed of said City.
IN WITNESS WHEREOF, I have hereunto set my d affixed my notarial seal the y and
year last above written.
ROBIN L KINCAID
NOTARY PUBLIC-NOTARY SEAL Typed or Printed Nam : ;, L. .W;,uca i d
MY COMMISS
STION ATE EXPIRESURI H 8,20Q7 Notary Public in and for said State
MARC
[SEAL] CLINTON COUNTY
COMMISSION It5390631
My commission expires: eute.,x 8� .LP.2.�
Assignment and Assumption Agreement
Logistics Centre Building 2 Project
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EXHIBIT A
LEGAL DESCRIPTION
The following described real estate located in Platte County,Missouri:
Lot 4, REPLAT OF DOORLINK, 1ST PLAT, a subdivision in Riverside, Platte County, Missouri,
according to the recorded plat thereof.
A-1
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EXHIBIT B
LENDER CONSENT
The undersigned hereby consents to the foregoing Assignment and Assumption Agreement under
which certain rights and obligations of LLE3 Riverside SPE LLC,a Missouri limited liability company and
LHM Holding, LLC, a Missouri limited liability company, (individually and collectively) assign certain
rights and obligations to Riverside Logistics Centre II Investors, LLC with respect to the following
property:
Lot 4, REPLAT OF DOORLINK, 1ST PLAT, a subdivision in Riverside, Platte County, Missouri,
according to the recorded plat thereof.
FIRST HORIZON BANK,
a Tennessee banking corporation
By:
Name:
Title:
JC 17521655.2
The City of Riverside, Missouri hereby acknowleges and consents to the foregoing
Assignment and Assumption Agreement(the"Assignment"). The Assignor under the Assignment is
hereby released from all duties,liabilities and obligations under the"Bond Documents"described in
the Assignment that arise on or after the Effective Date described in the Assignment.
CITY OF RIVERSIDE,MISSOURI
By:
[SEAL] Name by Ros
Title: Mayor
ATTEST: •
13y.
Name: Robin Kincaid
Title: City Clerk
ACKNOWLEDGMENT
STATE OF MISSOURI )
) SS.
COUNTY OF PLATTE )
On this ? ' day of May,2024,before me,the undersigned,a Notary Public,appeared KATHY
ROSE, to me personally known, who, being by me duly sworn, did say that(s)he is the MAYOR of the
CITY OF RIVERSIDE, MISSOURI, and that the seal affixed hereto is the corporate seal of said City,
and that said instrument was signed and sealed on behalf of said City by authority of its governing body,
and said officer acknowledged said instrument to be executed for the-purposes therein stated and as the free
act and deed of said City.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and
year last above written. L `_ � o`.
ROBINKINC.AID
NOTARY PUBUC•NOTARY SEAL Typed or Printed Name: 1j,..., L L. �;w r ca id
STATE OF MISSOURI NotaryPublic in and for said State
[SEAL]
Irf Y COMMISSION ON�OOtNttY1�ARCH 6,�27
COMMISSION 015390631
My commission expires: Iltakd g�
Assignment and Assumption Agreement
Logistics Centre Building 2 Project
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