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HomeMy WebLinkAbout2007-005 IDA Resolution Industrial Revenue Bonds $35,000,000 & $10,000,000RESOLUTION N0.2007-005 A RESOLUTION AUTHORIZING THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, TO ISSUE ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS (RIVERSIDE HORIZONS INFRASTRUCTURE PROJECT - CITY OF RIVERSIDE, MISSOURI), SERIES 2007A IN AN AMOUNT NOT TO EXCEED $35,000,000, AND ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS (RIVERSIDE HORIZONS INFRASTRUCTURE PROJECT - CITY OF RIVERSIDE, MISSOURI), SERIES 2007B IN AN AMOUNT NOT TO EXCEED $10,000,000 FOR THE PURPOSE OF PAYING PROJECT COSTS AND PAYING COSTS OF ISSUANCE OF THE BONDS; AUTHORIZING AND APPROVING CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS. WHEREAS, The Industrial Development Authority of the City of Riverside, Missouri (the "Authority") is authorized and empowered pursuant to the provisions of the Industrial Development Corporations Act, Chapter 349 of the Revised Statutes of Missouri, as amended (the "Act"), to issue its revenue bonds for the purpose of providing funds to finance the costs of certain "projects" (as defined in the Act); and WHEREAS, the City of Riverside, Missouri (the "City") has requested that the Authority issue its Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project - City of Riverside, Missouri), Series 2007A in an amount not to exceed $35,000,000 (the "Series 2007A Bonds"), and its Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project -City of Riverside, Missouri), Series 2007B in an amount not to exceed $10,000,000 (the "Series 2007B Bonds") (collectively, the "Bonds") for the purpose of providing funds to (1) pay Project Costs, and (2) pay Costs of Issuance of the Bonds; and WHEREAS, the Authority finds and determines that it is necessary and desirable to issue the Bonds for the purposes aforesaid; and WHEREAS, the Bonds are to be special, limited obligations of the Authority and will be secured solely by certain tax increment revenues, certain other revenues of the City and a mortgage of certain property under the hereinafter approved Trust Indenture between. the Authority and UMB Bank, N.A., as trustee (the "Trustee"), and the hereinafter approved Financing and Cooperation Agreement between the Authority, the City and the Trustee; and WHEREAS, the Authority further finds and determines that it is necessary and desirable _ in connection with the issuance of the Bonds that the Authority enter into certain agreements and take certain other actions as herein provided. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF - THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: Section 1. Approval of Issuance of the Bonds. The Authority is hereby authorized to issue and sell its $[Principal Amount A] principal amount of Industrial Development RevE;nue Bonds (Riverside Horizons Infrastructure Project -City of Riverside, Missouri), Series 2007A, and $[Principal Amount B] principal amount of Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project -City of Riverside, Missouri), Series 2007B to be used for the purposes aforesaid. The Bonds (i) shall be issued and secured pursuant to the herein authorized Indenture, (ii) shall bear interest at various interest rates as set forth in the Inderr:ure, (iii) shall mature in principal amounts as set forth in the Indenture, (iv) shall be in such forms, (v) shall be subject to redemption, (vi) shall have such other terms and provisions, and (vii) :;hall be issued, executed and delivered in such manner, subject to such provisions, covenants and agreements as set forth in the Indenture and Purchase Contract. Section 2. Special, Limited Obligations. The Bonds and the interest thereon :>hall be special, limited obligations of the Authority payable solely out of the payments, revenues and receipts derived by the Authority under the Financing Agreement and the Indenture, and :;uch payments, revenues and receipts shall be pledged and assigned to the Trustee as security for the payment of the Bonds as provided in the Indenture. The Bonds and interest thereon shall not be deemed to constitute a debt or liability of the Authority, the City, the State of Missouri or of any political subdivision thereof within the meaning of any constitutional provision or stat~.tory limitation and shall not constitute a pledge of the full faith and credit of the Authority, the (:ity, the State of Missouri or of any political subdivision thereof, but shall be payable solely from the funds provided for in the Financing Agreement and in the Indenture. The issuance of the Bonds shall not, directly, indirectly or contingently obligate the City or the State of Missouri or any political subdivision thereof to levy any form of taxation therefor or to make any appropri~~tion for their payment. The Authority has no taxing power. Section 3. Authorization of Documents. The Authority is hereby authorized to enter into the following documents (collectively, the "Authority Documents"), in substantially the forms attached to this Resolution (the "Resolution") (copies of which documents shall be filed in the records of the Authority), which are hereby incorporated herein by this reference, with such changes therein as shall be approved by the officers of the Authority executing ;;uch documents and as may be necessary or desirable to carry out and comply with the intent of this Resolution, such officers' signatures thereon being conclusive evidence of their approval thereof: (a) Trust Indenture (the "Indenture") by and between the Authority and the Tru,~tee, pursuant to which the Bonds will be issued and secured, attached hereto as Exhibit A; (b) Financing and Cooperation Agreement (the "Financing Agreement") by and between the Authority, the City and the Trustee, pursuant to which the City will provide for certain payments on the Bonds, subject to annual appropriation, attached hereto as Exhibit B; 2 (c) Tax Compliance Agreement by and among the Authority, the City and the - Trustee, pursuant to which the parties make certain representations and covenants to ensure the exemption of the interest on the Bonds from gross income for Missouri and federal income tax purposes, attached hereto as Exhibit C; (d) Bond Purchase Agreement (the "Purchase Contract") by and among the Authority, the City and Stifel Nicolaus & Company, Incorporated (the "Purchaser"), pursuant to which the parties provide for the purchase of the Bonds, attached hereto as Exhibit D. (e) The Deed of Trust and Security Agreement by and between the Authority. the Trustee and Norman E. Fretwell, pursuant to which the Mortgaged Property will be mortgaged as security for the Bonds, attached hereto as Exhibit E; (f) The Commitment to Issue a Bond Insurance Policy by and between the Authority, the City and ACA Financial Guaranty Corporation, pursuant to which bond insurance will be provided, attached hereto as Exhibit F; Section 4. Approval of Official Statement. The Authority hereby approves the Preliminary Official Statement respecting the Bonds in substantially the form attached hereto as Exhibit G and the final Official Statement (which together with the Preliminary Official Statement, is referred to as the "Official Statement") in substantially the form of the Preliminary Official Statement with such changes and additions thereto as are necessary to conform to and describe the transaction. The public distribution of the Official Statement by the Purchaser is hereby approved for use in connection with the sale of the Bonds. The Authority has not participated in the preparation of the Official Statement and has not verified the accuracy of the information therein, other than information respecting the Authority. Accordingly, such approvals do not constitute approval by the Authority of such information or a representation by the Authority as to the completeness or accuracy of the information contained therein. For the purpose of enabling the Purchaser to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, the Authority hereby deems the information regarding; the Authority contained in the Official Statement to be "final" as of its date, except for the omi:;sion of such information as is permitted by Rule 15c2-12(b)(1), and the appropriate officers of the Authority are hereby authorized, if requested, to provide the Purchaser a letter or certification to such effect and to take such other actions or execute such other documents as such officers in their reasonable judgment deem necessary to enable the Purchaser to comply with the requirements of such Rule. Section 5. Execution of Documents. The President and the Vice-President of the Authority are hereby authorized and directed 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 Authority iii the manner provided in the Indenture. The President and the Vice-President of the Authorit~~ are hereby authorized and directed to execute and deliver the Authority Documents for and on behalf of and as the act and deed of the Authority. The Secretary or the Assistant Secretary of the Authority are hereby authorized and directed to attest to the Bonds and such Authority Documents and other documents, certificates and instruments as may be necessary or desirable to - carry out and comply with the intent of this Resolution. 3 Section 6. Further Authority. The actions of the officials, agents and employees of - the Authority heretofore taken in connection with the transaction contemplated by this Resolution are hereby ratified and confirmed, and such officials, agents and employees are hereby authorized and directed to take such further action and execute and deliver such other documents, closing certificates, Bonds and instruments as may be necessary or desirable to starry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the Authority with respect to the Authority Documents. Section 7. Designation of Trustee, Paying Agent and Registrar. The Authority hereby approves and designates UMB Bank, N.A., as Trustee, Paying Agent and Registrar under the Indenture. Section 8. Costs of Issuance. Promptly upon the issuance of the Bonds, there shall be paid from the proceeds from the sale of the Bonds the costs of issuing the Bonds. Section 9. Severability. The sections, paragraphs, sentences, clauses and phrases of this Resolution shall be severable. In the event that any such section, paragraph, sentence, clause or phrase of this Resolution is found by a court of competent jurisdiction to be invalid„ the remaining portions of this Resolution are valid, unless the court finds the valid portions o F the Resolution are so essential to and inseparably connected with and dependent upon the void portion that it cannot be presumed that the Authority has enacted the valid portions without the void ones, or unless the court finds that the valid portions, standing alone, are incomplete anti are incapable of being executed in accordance with the legislative intent. Section 10. Governing Law. This Resolution shall be governed exclusively by and construed in accordance with the applicable laws of the State of Missouri. Section 11. Effective Date. This Resolution shall take effect and be in full force immediately after its adoption by the Authority. (The remainder of this page is intentionally left blank.) 4 ADOPTED by The Industrial Development Authority of the City of Riverside, Missouri, this ~ day of , 2007. By: (SEAL) ATTEST: ne enry, Secretary EXHIBIT A TRUST INDENTURE (On File at City Hall) EXHIBIT B FINANCING AGREEMENT (On File at City Hall) EXHIBIT C TAX COMPLIANCE AGREEMENT (On File at City Hall) EXHIBIT D PURCHASE CONTRACT (On File at City Hall) EXHIBIT E DEED OF TRUST AND SECURITY AGREEMENT (On File at City Hall) EXHIBIT F COMMITMENT TO ISSUE A BOND INSURANCE POLICY (On File at City Hall) EXHIBIT G PRELIMINARY OFFICIAL STATEMENT (On File at City Hall)