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HomeMy WebLinkAbout1187 Chapter 100 Bonds Premium WatersBILL NO. 2013-010 ORDINANCE NO. l9'7 AN ORDINANCE AUTHORIZING THE CITY OF RIVERSIDE, MISSOURI TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS (PREMIUM WATERS, INC. PROJECT), SERIES 2013, IN A PRINCIPAL AMOUNT NOT TO EXCEED $4,400,000 TO FINANCE THE COSTS OF A PROJECT FOR PREMIUM WATERS, INC., A MINNESOTA CORPORATION, CONSISTING OF THE ACQUISITION AND INSTALLATION OF NEW EQUIPMENT AND MACHINERY AT THE EXISTING PLANT; RATIFYING THE PREVIOUS APPROVAL OF A PLAN FOR INDUSTRIAL DEVELOPMENT FOR THE PROJECT; AUTHORIZING AND APPROVING CERTAIN DOCUMENTS; AND AUTHORIZING 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 "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 City, in accordance with Section 100.050 of the Act, has previously approved a plan for industrial development (the "Plan ") for Premium Waters, Inc., a Minnesota corporation (together with any successors or assigns, the "Company "), with respect to a project consisting of the acquisition and installation of new equipment and machinery at the Company's existing plant (the "Project "), after notice of the Project was given to the taxing jurisdictions in accordance with Section 100.059.1 of the Act; and WHEREAS, the City desires to finance the costs of the Project out of the proceeds of industrial development revenue bonds to be issued under the Act (the "Bonds "); and WHEREAS, the City has and does hereby find and determine that it is desirable for the economic development of the City and within the public purposes of the Act that the City proceed with the issuance of the Bonds for the purpose described above; and WHEREAS, because the Bonds will be payable solely out of payments, revenues and receipts derived by the City from the lease of the Project to the Company and from no other source, the City has determined that it is appropriate that the Bonds be sold to the Company pursuant to Section 108.170 of Revised Statutes of Missouri, as amended, which provides that notwithstanding any other provisions of any law to the contrary, industrial development revenue bonds may be sold at private sale; and WHEREAS, the City further finds and determines that it is necessary and desirable in connection with approval of the Plan and 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. PROMOTION OF ECONOMIC DEVELOPMENT. The Board of Aldermen hereby find and determine that the Project will promote the economic welfare and the development of the City, and the issuance of the Bonds by the City to pay the costs of the Project will be in furtherance of the public purposes set forth in the Act. The Board of Aldermen hereby ratify its previous approval of the Plan. SECTION 3. AUTHORIZATION AND SALE OF THE BONDS. The City is hereby authorized to issue and sell its Taxable Industrial Revenue Bonds (Premium Waters, Inc. Project), Series 2013, in an aggregate principal amount not to exceed $4,400,000, for the purpose of providing funds to pay the costs of the Project. The Bonds shall be issued and secured pursuant to the herein authorized Trust Indenture and shall bear such date, shall mature at such time, shall be in such denominations, shall bear interest at such rate (not to exceed 6.00 %), shall be in such form, shall be subject to redemption, shall have such other terms and provisions, shall be issued, executed and delivered in such manner and shall be subject to such provisions, covenants and agreements as are specified in the Trust Indenture upon the execution thereof, and the signatures of the officers of the City executing the Trust Indenture shall constitute conclusive evidence of their approval and the City's approval thereof. The sale of the Bonds to the Company at private sale pursuant to the provisions of Section 108.170 of Revised Statutes of Missouri, as amended, at the interest rate and upon the terms set forth in the Trust Indenture is hereby approved. SECTION 4. LIMITED OBLIGATIONS. The Bonds and the interest thereon shall be limited obligations of the City payable solely out of the payments, revenues and receipts derived by the City from the herein authorized Lease Agreement, and such payments, revenues and receipts shall be pledged and assigned to the Trustee as security for the payment of the Bonds as provided in the Trust Indenture. The Bonds and interest thereon shall not be deemed to constitute a debt or liability of the City within the meaning of any constitutional provision or statutory limitation and shall not constitute a pledge of the full faith and credit of the City. The issuance of the Bonds shall not, directly, indirectly or contingently, obligate the City to levy any form of taxation therefore or to make any appropriation for their payment. SECTIONS. APPROVAL AND AUTHORIZATION OF DOCUMENTS. The following documents (the "City Documents ") are hereby approved in substantially the forms presented to the Board of Aldermen at this meeting (copies of which documents shall be filed in the records of the City), and the City is hereby authorized to execute and deliver the City Documents with such changes therein as shall be approved by the officials of the City executing such documents, such officials' signatures thereon being conclusive evidence of their approval thereof: (a) Trust Indenture dated as of the date set forth therein (the "Trust Indenture "), between the City and the bond trustee named therein (the "Trustee "), pursuant to which the Bonds shall be issued and the City shall pledge and assign 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 Trust Indenture; -2- (b) Lease Agreement dated as of the date set forth therein (the "Lease Agreement "), between the City and the Company, under which the City will provide funds for the purchase and installation of the Project and lease the Project to the Company pursuant to the terms and conditions in the Lease Agreement, in consideration of rental payments by the Company which will be sufficient to pay the principal of, premium, if any, and interest on the Bonds; (c) Bond Purchase Agreement dated as of the date set forth therein, between the City and the Company, pursuant to which the Company agrees to purchase the Bonds; and (d) Performance Agreement dated as of the date set forth therein, between the City and the Company, pursuant to which the City has granted the Company certain rights with respect to the abatement of ad valorem personal property taxes on the Project in consideration for the Company's agreement to maintain a certain level of employment at the Project site. SECTION 6. 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 designated the "City of Riverside, Missouri, Bond Fund — Premium Waters, 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 7. EXECUTION OF DOCUMENTS. The City is hereby authorized to enter into and the Mayor and City Clerk are hereby authorized and directed to execute and deliver, for and on behalf of and as the act and deed of the City, the City Documents and the Bonds 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 8. SEVERABILITY. The sections, paragraphs, sentences, clauses and phrases of this Ordinance shall be severable. In the event that any such section, paragraph, sentence, clause or phrase of this Ordinance is found by a court of competent jurisdiction to be invalid, the remaining portions of this Ordinance are valid, unless the court finds the valid portions of the Ordinance are so essential to and inseparably connected with and dependent upon the void portion that it cannot be presumed that the Board of Aldermen has enacted the valid portions without the void ones, or unless the court finds that the valid portions, standing alone, are incomplete and are incapable of being executed in accordance with the legislative intent. SECTION 9. FURTHER AUTHORITY. The officers of the City, including the Mayor and the City Clerk, are hereby authorized and directed to execute all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of this Ordinance and to make ministerial alterations, changes or additions in the foregoing agreements, statements, instruments and other documents herein approved, authorized and confirmed which they may approve, and the execution or taking of such action shall be conclusive evidence of such necessity or advisability. SECTION 10. GOVERNING LAW. This Ordinance shall be governed exclusively by and construed in accordance with the applicable laws of the State of Missouri. -3- SECTION 11 - CONFLICTS. All ordinances or parts of ordinances in conflict herewith are hereby repealed. SECTION 12. EFFECTIVE DATE. This Ordinance shall take effect and be in full force from and after the date of its passage by the Board of Aldermen. 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 5th day of February, 2013. ATTEST: Ka teen L. Rose, Mayor Robin Littrell, City Clerk AS TO FORM: Attorney