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Home My WebLink About1123 Taxable Industrial Revenue Bonds Series 2012 BILL NO. 2012-030 ORDINANCE NO. f��j AN ORDINANCE AUTHORIZING THE CITY TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS (CARDAX SYSTEMS, INC. PROJECT�, SERIES 2012 IN THE MAXIMUM PRINCIPAL AMOUNT OF $5,000,000, FOR THE PURPOSE OF PROVIDING FUNDS TO PAY THE COSTS OF ACQUIRING, CONSTRUCTING AND EQUIPPING A FACILITY FOR AN INDUSTRIAL DEVELOPMENT PROJECT IN THE CITY; AND AUTHORIZING THE CITY TO ENTER INTO CERTAIN AGREEMENTS AND TAKE CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE BONDS. 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 "AcY'), 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 November 3, 2011 (the "Plan") was prepared and distributed to the taxing jurisdictions along with notice of a public hearing to be held by the City on December 6, 2011; and WHEREAS, on December 6, 2011 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. 1088 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 (Cardax Systems, Inc. Project), Series 2012, in an aggregate principal amount not to exceed $5,000,000 (the "Bonds"), for the purpose of (a) acquiring land located at 5005 NW 41 Street in Riverside, Missouri (the "Project Site"), (b) leasing the Project Site and Project Improvements (as hereinafter defined) to Cardax Systems, Inc., a Delaware corporation (the "Company") for the construction, improvement, equipping and installing of an approximately 56,000 square foot industrial distribution warehouse and office facility thereon, including the purchase and installation of equipment and fiutures relating thereto (collectively, the "Project Improvements"), and (c) paying a portion of the costs of issuing the Bonds; and WHEREAS, simultaneously with the issuance of the Bonds, the City will (a) lease the Leased Property (as defined in the hereinafter approved Lease) to the Company, and (b) enter into a Performance Agreement with Company under which the Company will agree to acquire, construct and install the Project in consideration of the City issuing the Bonds; 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 Leased Property and the Lease Agreement 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 presented to and approved by the Board of Aldermen and attached to this Ordinance, 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 Leased Property and assign certain of the payments, revenues and receipts received pursuant to the Lease Agreement 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) Lease Agreement dated as of the date set forth therein (the "Lease AgreemenY'), between the City and the Company, under which the City will lease the Leased Property to the Company, pursuant to the terms and conditions in the Lease Agreement, 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 Agreement; (c) Bond Purchase Agreement dated as of the date set forth therein, among the City, the Company and the purchaser of the Bonds; and (d) Performance Agreement dated as of the date set forth therein, between the City and the Company, including a Memorandum of Performance Agreement. 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 -Z- designated the "City of Riverside, Missouri, Bond Fund — Cardax Systems, Inc. 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 pertorm the duties of the City with respect to the Bonds and the City Documents. The Mayor is hereby authorized, throughout the term of the Lease Agreement, 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 Agreement. 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 14� day of May, 2012. , Kathleen L. Rose, Mayor ATTEST: � � Robin Littrell, ity Clerk APPRO AS TO FORM: �i a cy om� on, City Attorney -3-