HomeMy WebLinkAbout2033 Funding Agreement with Missouri Development Finance Board BILL NO. 2024-051 ORDINANCE NO.aD 3 3
AN ORDINANCE AUTHORIZING THE CITY TO ENTER INTO AND EXECUTE A FUNDING
AGREEMENT WITH THE MISSOURI DEVELOPMENT FINANCE BOARD
WHEREAS, the City of Riverside, Missouri, a fourth-class city and political subdivision of
the State of Missouri (the "City") and the Missouri Development Finance Board, a body corporate
and politic created by§100.265 RSMo ("MDFB", and together with the City a "Party" or collectively
the "Parties") desire to enter into a Funding Agreement("Agreement")attached hereto as Exhibit
A and incorporated herein; and
WHEREAS, §100.263 RSMo, establishes an infrastructure development fund to be
administered by the MDFB as set forth in §§100.250 to 100.297 RSMo, allowing moneys in the
fund to be used by MDFB to make low-interest or interest-free loans, loan guarantees, or grants
to local political subdivisions; and
WHEREAS, the Missouri General Assembly appropriated, and the Governor approved,
$20,000,000 to the Missouri Department of Economic Development ("DED") to provide "grants,
as provided in §100.263, RSMo, to fourth class cities in a federally approved levee district to
construct public infrastructure including parking, roadways, lighting, utilities and sidewalks, and to
remediate and improve soil conditions, all to support destination tourism facilities of not less than
a capacity of 15,000 people" from the "General Revenue Fund" for State Fiscal Year 2024 (July
1, 2023—June 30, 2024, (House Bill 7, §7.143)(the"Appropriation")without a match requirement;
and
WHEREAS, the City has entered into a development agreement with Live Nation
Entertainment, Inc. ("LNE") dated March 7, 2024, (the "Development Agreement") to build an
amphitheater of not less than a capacity of 15,000 people to be located generally south of
Northwest 39th Street, west of NW Horizons Parkway, north of Interstate 635 and east of the
Riverside Quindaro Bend Levee ("Amphitheater"); and
WHEREAS, the City was identified by DED to be the intended beneficiary of the
Appropriation and the city described in the Appropriation; and
WHEREAS, the City has represented to the DED that total costs for the Amphitheater,
ancillary facilities, and supporting infrastructure is $119,730,000 (the "Project") and private funds
will constitute approximately $94,730,000 that, in addition to the Appropriation and the City
providing an additional $5 million for public infrastructure, will be used to pay Project costs; and.
WHEREAS, the City represented to DED that the funding provided by the Appropriation,
not to exceed $20,000,000, will be used for purposes set forth in the Appropriation; and
WHEREAS, the City represented to DED that the Project, once completed, will result in a
public benefit that includes the following: (a) estimated 350,000 visitors annually, with more than
half of those not being local visitors; (b) Generation of off-site spending from visitors, including
day trip and overnight trip visitors; and (c)an estimated generation of$7.5 million annually in state
and local tax revenues; and
WHEREAS, the Board of Aldermen find that the Funding Agreement 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
Funding Agreement in substantially the same form as Exhibit A attached hereto and incorporated
herein
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
SECTION 1. BEST INTEREST OF THE CITY AND AUTHORIZATION AND APPROVAL
OF THE FUNDING AGREEMENT. The Board of Aldermen 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 the City to enter into and execute the Funding Agreement ("Agreement") with the
Missouri Development Finance Board ("MDFB'), in substantially the same form as Exhibit A,
attached hereto and incorporation herein, and said Agreement is hereby authorized and
approved.
SECTION 2. AUTHORITY GRANTED. The Mayor is hereby authorized and directed to
execute the Agreement in substantially the same form as that attached hereto and incorporated
herein as Exhibit A, between the City and the MDFB, and 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 such further action related thereto as is otherwise
necessary or desirable to carry out and comply with the intent of this Ordinance.
SECTION 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect from
and after its passage and approval.
PASSED AND APPROVED: the 20th day of August, 2024.
Kathleen L. Rose, May r
ATTEST. ,
Robin Kincaid; City Clerk
Approved as to form
S er Fane LLP,
Sp c Counsel to the City
byjoe dnar
2
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
Funding Agreement in substantially the same form as Exhibit A attached hereto and incorporated
herein.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
SECTION 1. BEST INTEREST OF THE CITY AND AUTHORIZATION AND APPROVAL
OF THE FUNDING AGREEMENT. The Board of Aldermen 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 the City to enter into and execute the Funding Agreement ("Agreement") with the
Missouri Development Finance Board ("MDFB"), in substantially the same form as Exhibit A,
attached hereto and incorporation herein, and said Agreement is hereby authorized and
approved.
SECTION 2. AUTHORITY GRANTED. The Mayor is hereby authorized and directed to
execute the Agreement in substantially the same form as that attached hereto and incorporated
herein as Exhibit A, between the City and the MDFB, and 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 such further action related thereto as is otherwise
necessary or desirable to carry out and comply with the intent of this Ordinance.
SECTION 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect from
and after its passage and approval.
PASSED AND APPROVED: the 20th day of August, 2024.
Kathleen L. Rose, May r
ATTEST:-
Robin Kincaid City Clerk
Approved as to form:
Spencer Fane LLP,
Special Counsel to the City
by Joe Bednar
2
EXHIBIT A
THE FUNDING AGREEMENT
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FUNDING AGREEMENT
This Funding Agreement("Agreement")is entered into by and between the Missouri Development
Finance Board, a body corporate and politic created by §100.265 RSMo ("MDFB"), and the City of
Riverside, Missouri, a fourth-class city and political subdivision of the State of Missouri (the "City" and
together with MDFB a"Party"or collectively the"Parties").
1. RECITALS
1.1. The Missouri General Assembly appropriated,and the Governor approved,$20,000,000 to
the Missouri Department of Economic Development ("DED") to provide "grants, as
provided in Section 100.263, RSMo, to fourth class cities in a federally approved levee
district to construct public infrastructure including parking,roadways,lighting,utilities and
sidewalks,and to remediate and improve soil conditions,all to support destination tourism
facilities of not less than a capacity of 15,000 people" from the "General Revenue Fund"
for State Fiscal Year 2024 (July 1, 2023 — June 30, 2024 (House Bill 7, § 7.143)
(the"Appropriation").
1.2. DED determined that the City is the city described in the Appropriation in that:
(a) The City is a fourth-class city.
(b) The 385-L Quindaro Bend levee system and the 385-L Riverside levee system
were completed in 2005 by the U.S.Army Corps of Engineers,which turned over
the operation and maintenance to the local sponsor,the Riverside-Quindaro Bend
Levee District of Platte County,Missouri.The levee system protects the City along
the banks of the Missouri River. It is a FEMA-accredited levee system.
(c) The City has entered into a development agreement with Live Nation
Entertainment, Inc. ("LNE") dated March 7, 2024, (the "Development
Agreement")to build an amphitheater of not less than a capacity of 15,000 people
to be located generally south of Northwest 39th Street, west of NW Horizons
Parkway,north of Interstate 635 and east of the Riverside Quindaro Bend Levee.
1.3. The City was identified to DED as the intended beneficiary of the Appropriation.
1.4. The City has represented to DED that total costs for the amphitheater, ancillary facilities,
and supporting infrastructure is$119,730,000(the"Project").Private funds will constitute
approximately $94,730,000 that, in addition to the Appropriation and the City providing
an additional $5 million for public infrastructure, will be used to pay Project costs. In
addition,the City has previously provided$14.5 million for land acquisition and fill. The
Appropriation has no match requirement,however.
1.5. The City has represented to DED that the funding provided by the Appropriation, not to
exceed$20,000,000,will be used for purposes set forth in the Appropriation,including but
not limited to:
(a) the extension of public roadways, sidewalks and lighting to and throughout the
site;
(b) the parking lots associated with the development;and
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(c) utility and stormwater infrastructure and to remediate and improve soil conditions
to support development of the site.
1.6. The City has represented to DED that the Project, once completed, will result in a public
benefit that includes the following:
(a) Estimated 350,000 visitors annually,with more than half of those not being local
visitors;
(b) Generation of off-site spending from visitors,including day trip and overnight trip
visitors;
(c) Estimated generation of$7.5 million annually in state and local tax revenues.
1.7. Section 100.263 RSMo establishes an infrastructure development fund to be administered
by MDFB as set forth in §§100.250 to 100.297 RSMo, allowing moneys in the fund to be
used by MDFB to make low-interest or interest-free loans, loan guarantees, or grants to
local political subdivisions.
1.8. The Parties wish to set forth their mutual expectations and obligations with respect to the
Appropriation, and agree as follows:
2. TERM OF THE AGREEMENT
2.1. The term of this Agreement shall be the last date signed by the Parties through July 30,
2026, unless earlier terminated by the Parties, or an earlier termination of this Agreement
pursuant to Section 5 of this Agreement.
2.2. Upon termination,Sections 1 (recitals),3.2-3.3(reporting),5(record retention and access),
and 6(default and remedies), of this Agreement shall survive and continue in force.
3. PARTIES' OBLIGATIONS
3.1. The City shall provide to MDFB contact information, a description of the Project, and an
E-Verify Affidavit with E-Verify Memorandum of Understanding.
3.2. The City shall provide MDFB with quarterly progress reports from the project architect or
other representative of the City(March 31, June 30, September 30, and December 31)to
include the following:
(a) Project completion status;
(b) Anticipated Project completion date;
(c) Description of activities during the quarter; and
(d) Status of expenditures.
3.3. The City shall provide MDFB with a final report no later than thirty (30) days after the
Project is complete, which shall describe the Project as completed and an accounting of
amounts spent by source.
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3.4. MDFB is not liable for any obligations,expenditures,or commitments in any amount more
than the Appropriation or responsible for any portion of the Project. The City expressly
agrees that MDFB is not constructing the Project and will have no obligations related to
the construction of the Project except as it relates to the disbursement of the Appropriation.
4. DISBURSEMENTS
4.1 MDFB shall disburse portions of the Appropriation to the City upon receipt of fully
executed disbursement requests in substantially the same form as attached hereto as
Exhibit A (each a"Disbursement Request"). MDFB shall be entitled to rely upon each
Disbursement Request in disbursing amounts and it shall have no duty to conduct any
investigation into the authenticity of the signatures on such Disbursement Request or the
accuracy of the information set forth therein, including the amount or purpose for which
such disbursement is being made. MDFB is entitled to keep any interest earned on the
Appropriation for the account of the Board.
4.2 MDFB and the City agree to the following conditions and procedures in connection with
disbursements:
(a) Project costs have been incurred and paid from other sources in an amount equal
to at least $6,686,378 in Private Costs as demonstrated by the list of Project costs
incurred prior to the date of this Agreement attached hereto as Exhibit B and
incorporated herein and the City's prior investment of$14,500,000 inclusive of the
costs set forth in Section 1.4 above.
(b) All Disbursement Requests shall be submitted to MDFB for approval as provided
in Section 4.1. All disbursements shall be made payable to the City.
(c) In no event shall the City submit more than one Disbursement Request to MDFB
each month,unless approved by the MDFB's Executive Director.
(d) All disbursements shall be subject to satisfaction of the following conditions:
(i) no disbursement shall be used for any Project costs inconsistent with the
Appropriation; and
(ii) no disbursement shall be made prior to approval of construction plans for
the Project.
(e) MDFB shall have the right to cease funding Disbursement Requests upon the
occurrence of any of the following, subject to the notice and cure terms as
described in Section 6 below:
(i) a material adverse change in the financial condition of the City;
(ii) no commencement of the construction of the Project by January 1,2026;
(iii) an event of Project abandonment, as determined by MDFB; or
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(iv) the City's failure to perform any material covenant, condition or other
provision of this Agreement.
MDFB shall promptly notify the City of its election to cease funding Disbursement
Requests and such notice shall contain a description of the basis upon which
MDFB has exercised such right to cease funding Disbursement Requests. If
MDFB and the City are unable to agree to a waiver, extension or modification of
such conditions,MDFB shall have the right to proceed as provided in,and subject
to the terms of, Section 6.
4.3 Within ten (10) business days after the submission of a fully completed Disbursement
Request to MDFB,MDFB shall process such request for payment or notify the City of any
information needed to process such Disbursement Request.
4.4 In addition to the actual interest accrued to the Appropriation, MDFB shall be entitled to
retain$25,000 as an administrative fee to carry out the purposes of the Appropriation and
this Agreement.
5. RECORD RETENTION AND ACCESS
5.1. The City shall establish and maintain, during the term of this Agreement, all books of
account, reports, and records directly related to this Agreement. The City agrees to make
available to MDFB,during normal business hours,all book of account,reports and records
relating to this Agreement for the duration of this Agreement and retain them for a
minimum period of one(1)year beyond the termination of the Agreement.
5.2. The City must give MDFB, the Missouri State Auditor, and their authorized
representatives, access to any records(electronic and otherwise)of the City related to this
Agreement to conduct inspections, audits,or other investigations. The City must also give
timely and reasonable access to its personnel for the purpose of interview and discussion
related to such records.
6. DEFAULT AND REMEDIES
6.1. The City's failure to comply with the material terms of this Agreement, are default events
if such failure continues for a period of thirty (30) days following written notice from
MDFB to the City specifying such failure and requiring that it be remedied, in which case
MDFB may:
(a) Wholly or partially suspend or terminate this Agreement, and require the return
from the City of undisbursed amounts of the Appropriation; and
(b) Pursue such other remedies as may be legally available.
7. STANDARD TERMS
7.1. Pursuant to§ 285.530.1 RSMo,the City must not knowingly employ,hire for employment,
or continue to employ an unauthorized alien to perform work within the State of Missouri.
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(a) The City submitted an Affidavit Pursuant to § 285.530 RSMo and the City's
Employment Eligibility Verification Program ("E-Verify") Memorandum of
Understanding to MDFB.
(b) The City hereby reaffirms its enrollment and participation in E-Verify with respect
to the employees working in connection with this Agreement.
7.2. All instructions, notices, consents, demands, or other communications required or
contemplated by this Agreement shall be in writing and addressed as follows:
NOTICE TO MDFB NOTICE TO CITY
Missouri Development Finance Board City of Riverside,Missouri
Attn: Mark Stombaugh Attn: City Administrator
Executive Director 2950 NW Vivion Road
221 Bolivar Street, Suite 300 Riverside,Missouri 64150
P.O. Box 567 Phone: (816)741-3993
Jefferson City,Missouri 65102 Email:bkoralAriversidemo.gov
Phone: (573)526-8479
Email:mark.stombaugh.mdfb(ided.mo.gov
(a) Notwithstanding Section 7.2,MDFB and the City may from time to time designate,
unilaterally and by written notice given under this section to the other, additional
or substitute contact information.
(b) All instructions, notices, consents, demands, or other communications shall be
considered effectively given upon receipt or recipient confirmation of receipt,
whichever occurs first.
7.3. This Agreement may be amended,supplemented,reduced,or superseded only by a writing
executed by the Parties.
7.4. In this Agreement,unless the context otherwise reasonably requires:
(a) Headings are for reference purposes only and shall not alter the interpretation of
this Agreement;
(b) Words importing the singular may include the plural and vice versa,as reasonably
required by context;
(c) References to any document include references to such document as amended,
novated,supplemented,varied,or replaced from time to time;
(d) References to a statute, regulation, or executive order means such statute,
regulation,or executive order as amended from time to time; and
(e) References to a party to this Agreement includes that Party's legal successors
(including,but not limited to,executors and administrators)and permitted assigns.
7.5. The validity, interpretation, construction, and performance of this Agreement shall be
governed by the laws of the State of Missouri.
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7.6. Any legal action or proceeding with respect to this Agreement shall be brought in the courts
of the State of Missouri in Cole County, Missouri, and by signing and delivering this
Agreement to MDFB, the City hereby voluntarily and irrevocably accepts, generally and
unconditionally,to the personal jurisdiction of the aforesaid courts.
7.7. Neither the City nor MDFB shall assign any of their respective rights or obligations under
this Agreement without the prior written consent of the other Party. Any purported transfer
in violation of this section will be void.
7.8. This Agreement shall be binding upon and inure to the benefit of the Parties and their
respective authorized successors and assigns.
7.9. This Agreement does not contemplate any third-party beneficiaries, nor shall it be
construed to create any legal right nor authorize a cause of action by any person who is not
a Party.
7.10. If any provision of this Agreement is found to be invalid or unenforceable,the validity and
enforceability of the remaining provisions shall not be affected.
7.11. The signatories to this Agreement on behalf of the Parties represent that they have full
capacity and authorization to sign this Agreement and bind their respective Parties.
7.12. This Agreement may be signed by the Parties in any number of counterparts,each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.
7.13. The Parties agree that electronic signatures,whether digital or encrypted,of the Parties are
intended to authenticate this writing and have the same force and effect as a wet signature.
Delivery of a copy of this Agreement or any other document contemplated by this
Agreement bearing a wet or electronic signature by electronic mail in"portable document
format" (".pdf') form, or by any other electronic means intended to preserve the original
graphic and pictorial appearance of a document, will have the same effect as physical
delivery of the paper document bearing a wet or electronic signature.
7.14. Any document generated by the Parties with respect to this Agreement, including this
Agreement, may be imaged and stored electronically and introduced as evidence in any
proceeding as if original business records.Neither Party will object to the admissibility of
such images as evidence in any proceeding on account of having been stored electronically.
8. ENTIRE AGREEMENT
8.1. This Agreement constitutes the entire understanding between the Parties with respect to
the subject matter of this Agreement and supersedes all other agreements,whether written
or oral,between the Parties.
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MISSOURI DEVELOPMENT FINANCE BOARD
By:
1.1 g-c7-0?
Mark Stombaugh, Executive Director Date signed
CITY OF RIVERSIDE,MISSOURI
By:
Kat y Rose, ayor Date signed
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EXHIBIT A
FORM OF DISBURSEMENT REQUEST
Disbursement Request No.
To: Missouri Development Finance Board
221 Bolivar Street, Suite 300
Jefferson City,Missouri 65201
Attention: Compliance Officer
Telephone No. (573) 751-8479
E-mail: Cheryl.kerr.mdfb@ded.mo.gov
Re: City of Riverside—Disbursement Request for Amphitheater Project
You are hereby requested pursuant to Article 4 of the Funding Agreement dated as of[*Document
Date*] (the"Agreement"), to transfer to the City of Riverside, Missouri (the"City") to permit it to issue
checks to or otherwise pay the following named payee(s)to provide for the payment of the following Project
costs:
Description
Payee/Address/Tax ID No. Amount of Project Costs
The undersigned hereby states and certifies that:
1. Each item listed above is a proper Project cost. Attached hereto are invoices, statements,
bills or other documents evidencing the fact that such payment has been incurred.
2. These Project costs have been incurred and have been paid or are presently due and payable
in connection with the Project and are eligible for payment in accordance with the requirements of the
Agreement.
3. No item listed above has previously been included in any other Disbursement Request
previously approved by the Board under the provisions of the Agreement.
4. All necessary permits and approvals required for the portion of the work on the Project for
which this withdrawal is to be made have been issued and are in full force and effect.
5. The payment of this Disbursement Request is in compliance with all of the restrictions
contained in the Agreement.
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CITY OF RIVERSIDE,MISSOURI
By:
Kathleen L.Rose Date signed
Approved for Payment on 20_:
MISSOURI DEVELOPMENT FINANCE BOARD
By:
Title:
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