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HomeMy WebLinkAbout2007-017 - Amendment of Ordinance 2006-131BILL N0.2007-17 ORDINANCE N0.2007-17 AN ORDINANCE AMENDING ORDINANCE N0.2006-131 BY SUBSTITUTING THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI IN LIEU OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF PLATTE COUNTY, MISSOURI RELATING TO ALL MATTERS IN SUCH ORDINANCE; AND APPROVING AND AUTHORIZING ACTIONS AND DOCUMENTS RELATED THERETO. WHEREAS, the City of Riverside, Missouri, is a Missouri fourth class city (the "City"); and WHEREAS, the City has previously adopted Ordinance No. 2006-131 approving an application to and requesting that the Industrial Development Authority of Platte County, Missouri ("the "County Authority") issue its industrial development revenue bonds to fund certain infrastructure projects of the City ("Project"); and WHEREAS, after review and study, the City has found it advisable to approve the formation of the Industrial Development Authority of the City of Riverside, Missouri ("City Authority"; and WHEREAS, the City desires to have the City Authority, in lieu of the County Authority, issue industrial development revenue bonds in the aggregate principal amount not to exceed $40,000,000 for the Project; and WHEREAS, accordingly, the City desires to amend Ordinance No. 2006-131 to provide for such substitution; NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: Section 1. Amendment to Ordinance No. 2006-131. The City hereby amended Ordinance No. 2006-131 by deleting "The Industrial Development Authority of Platte County, Missouri" in all places in such Ordinance and substituting in lieu thereof, "The Industrial Development Authority. of the City of Riverside, Missouri." Ordinance No. 2006-131, as amended hereby, shall continue in full force and effect. Section 2. Application To City Authority. The Application of Initial Request for Issuance of Industrial Revenue Bonds to the Industrial Development Authority of Platte County, Missouri, as previously approved by the City, shall be submitted to the City Authority, with the only changes to such Application being that of changing the "Industrial Development Authority of Platte County, Missouri" to the "Industrial Development Authority of the City of Riverside, Missouri" and the date of such application, and the Mayor is hereby authorized and directed to execute such Application for and on behalf of the City and to file such Application with the City Authority. Section 3. Further Authority. The City hereby authorizes and empowers the officers and representatives of the City to do all such acts and things and to execute, acknowledge and deliver all such documents as may in their discretion be deemed necessary or desirable in order to carry out or comply with the terms and provisions of this Ordinance in connection with the structure and sale of the Bonds. All of the acts and undertakings of such officers and representatives which are in conformity with the intent and purposes of this Ordinance, whether heretofore or hereafter taken or done shall be and the same are hereby in all respects, ratified, confirmed and approved. Section 4. Effective Date. This Ordinance shall be in full force and effect from and after its adoption. Passed and Approved this ~~ay of February, 2007. Attest: [se 1] ~- Lo se Rusick, City Clerk ~u~~~ ~G~.~ c~ Ka leer L. Rose, Mayor 2 ~,~ATE OF MISSOU~ Secretary of State CERTIFICATE OF INCORPORATION OF AN INDUSTRIAL DEVELOPMENT CORPORATION VVIiBREAS, Articles of Incorporation of THE I1VDIISTRIAL DEVELOPMENT AUTHORITY OF THE GTTY OF RIVERSIDE, MISSOURI L00800485 have been received and filed in the Office of the Secretary of State, which articles, in all respects, comply with the requirements of the law governing the formation of the Industrial Development Corporations in Missouri. NOW, THEREFORE, I, ROBIN CARNAHAN, Secretary of State of the State of Missouri, by virtue of the authority vested in me by law, do hereby certify and declare this entity a body corporate, duly orgarrized this date and that it is entitled to aU rights and privileges granted corporations organized under the Industrial Development Corporation Law. IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the GREAT SEAL of the State of Missouri. Done at the City of Jefferson, this 2nd day of March, 2007. Secretary of State 903 490 f01-2006) Robin Carnahan File Number: 200706411204 ,; ~ ,, L0080048b Date Filsd: 03/0212007 Robin Carnahan ARTICLES OF INCORPORATION S$cretary of State OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI The undersigned, each being a natural person of the age of eighteen (18) years or more, for the purpose of forming and constituting a public corporation under Chapter 349 of the Revised Statutes of Missouri, as amended (the "Industrial Development Authority Act's, do hereby adopt, and make and execute, the following Articles of Inwrporation. ' 1. The names and residences of the applicants are as follows: Leland Finley 913 NW Valley Lane, Riverside, MO 64150 Cy Houston 4430 IVW Indian Lane, Riverside, MO 64150 Bob Archer 3605 NW 50th Street, Riverside, MO 64150 2. Each applicant is an elector of and taxpayer in the City of Riverside, Missouri. 3. The name of this corporation ahaU bo: TAE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI 4. The applicants have filed with the Board of Aldermen of the City of Riverside, Missouri, an application seeking permission to apply for the incorporation of this corporation and by appropriate resolution duly adopted, the Board of Aldermen of the City of Riverside, Missouri has found and deteanined that it is wise, expediwrt, necessary and advisable that this corporation be formed and have authorized the applicants to proceed to form this corporation and have approved these Articles of Incorporation. Accordingly, permission to orgaaiu this corporation has been granted by a resolution duly adopted by the Board of Aldermen of the City of Riverside, Missouri, the body in which the general legislative powers of Riverside, Missouri are vested. Such resolution is numbered 2007-04 and was adopted by the Board of Aldermen on Febnrary 20, 2007. 5. The address of the initial rogisterod office in the State of Missouri is 2345 Grand, Suite 2000, I{ansas City, Missouri 64108 and the name of the initial registered agent 8t said address is John McClelland. 6. The location of the principal once of this corpomtioa is City Hall, 2950 NW Vivion, ltiversi~, Missouri 64150. State of Missouri Cissacn - Qaiasi asstnw - Damsstlo 4 Psps(s) I~~~~~~~~~~ Toma~ -------------° C:1Doanmu sod Seainplbmilalroal SeRinlATaapary Intamt FileeVOLK WBW tklae otlnoseps[atios - iDA Ixasa~r~.noc * j 7. The purposes for which this corporation is organized are to develop, advance, encourage and promote, subject to the limitations imposed by the Industrial Development Authority Act, as amended from time to time, commercial, industrial, agricultural, recreational and other development as allowed under the Industrial Development Authority Act, as amended from time to time, all for the benefit of the City of Riverside, Missouri. Without limiting the generality of the foregoing, the purposes shall inchrde the following (a) To engage in planning, consulting, promotion, marketing, financing and other related community and economic development activities; and (b) To acquire, whether by purclra9e, exchange, gift, Lease or otherwise, and to improve, maintain, equip and furnish one or more 1?r+ojects (as defined in the Industral Development Authority Act, as amended from time to time), including all teal and personal properties which the board of directors of this corporation may deem necessary in connection therewith and regardless of whether or not any such Projects shall then be inexistence; and (c) To do and perform any sad all other things necessary or desirable with respect to a Project or Projects to the extent permitted by, or contemplated by, the Industrial Development Authority Act, as amended fiom time to time; and (d) In general, to carry on any other business in connection with each and all of rho foregoing or incidental thereto; and (e) To have and exercise each and all of the powers and privileges, either direct or incidental, which are given and provided by or are available under the laws of the State of Missouri in respect of industrial development corporations. None of the purposes and powers specified in any of the paragraphs of this Article shall be many way limited or restricted by reference to or inference horn the teens of any other paragraph, and the purposes and powers specified in each of the paragraphs of this Article shall be regarded as independent purposes and powers. The enumeration of specific purposes, and .powers in this Article shall not be construed to restrict in any manner the general purposes and powers of this corporation, ear shall the expression of one thing be deemed to exclude another, although it be of like nature. The enumeration of purposes or powers herein shall not be deemed to exclude or in any way limit by inference any purposes or powers which this corporation has power to exercise, whether expressly by the laws of the State of Missouri, now or hereafter in effect, or impliedly by any reasonable construction of such laws. ' No part of the net earnings or other assets of this corporation shall inure to the benefit of any director, contributor, officer or other private individual. having directly or indirectly, ~Y personal or private interest in the activities of this corporation. 8. Except as may be otherwise specifically provided by s~tute, or the Articles of Incorporation or the bylaws of this oorparation, as from time to time amended, all powers ~of management, direction and control of this corporation shall be and hereby are vested in the Board of Directors. The Board of Directors of this corporation shall consist of Rve (S) directors, -2- ;, . each of whom shall be (a) a qualified elector of and taxpayer in the City of Riverside, Missouri and (b) a resident taxpayer in the City of Riverside, Missouri for at least one (1) year immediately prior to appointment. 9. The duration of this corporation shall be perpetual. 10. Neither the directors of this corporation nor any person executing any bonds or notes of this corporation shall be liable personally on such bonds or notes by reason of the issuance thereof. Bonds and notes issued by this corporation shall not be a debt of Riverside, Missouri, or the `3tate of Missouri and neither such city nor such state shall be liable thereon nor in any event shall such notes or bonds be payable out of any fiords or properties other than those acquired for the purposes of the Industrial Development Authority Act and such beads and notes shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction 11. (a) The bylaws of this corporation may fiom time to time be altered, amended, suspended or repealed, or new bylaws may be adopted, by resolution adopted by a majority of the full Board'of Directors at meeting thereof. (b) This'oorporation may agree to the terms and csnditions upon which any director, officer, employee or agerrt accepts his office or position and in its bylaws or otherwise may agree to indeannify and protect any director, officer, employee or agerrt to the extent permitted by the laws of Missouri. 12. Insofar as it is pemutted under the laws of Missouri and except as may be otherwise provided by the bylaws of this corporation, no contract or other transaction between this.corpotation and any other firm or corporation shall be affected or invalidated solely by reason of the fact that any director or officer o1 this corporation is interested in, or is a member, shareholder, director or officer of such other firm or corporation; and any director or officer of this corporatioq individually or jointly with one or more other directors or officers of this corporatioq may be a .party to, or may be interested iq any contract or izansadion of this corporation or in which this corporation is interested, and no such contract or transaction shall be invalidated thereby. 13. At such time as this corporation is dissolved or termin~ed, all assets of this corporation (except insofar as may be rreoeasary for the proper winding up thereof) shall pass to and be vested in the City of Riverside, Missouri, subject, to the extent provided in the lndustriel Development Authority Act, as amended from time to time, to the rights of bondholders, noteholders and other creditors of this corporation. No distribution shall be made which would violate the statutes of Missouri then in effect. The foregoing shall constitute the plan of distribution upon dissolution of this corporation. 14. This corporation reserves the right to alter, amend or repeal any provision contained in its Articles of Incorporatioq subject to the appmval of the Board of Aldermen of the City of Riverside, Missouri, in the manner now or hereafter prescribed by the statutes of Missouri and all rights and powers conferred herein are granted subject to this reservation. -3- a +. • '~ 4 IN W1TIJESS WHEREOF, these Articles of Into havc 'bed and acknowledged by each of the undersigned applicants on this A`day of 2007, before mm officer authorized by the laws of Missouri to~U~~e acknowledginents to Leland Finley ~~~ ~ti~ Bob Archer STATE OF MISSOURI COUNTY OF ~ „~/~,~~ , a Notary Public, do hereby certify that on the day of , 2007, personally appeared before me, Lelmmd Finley, Cy Houston and Bob A er, who being by me first duly sworn, severally declared that they aro the persons who si ed the foregoing document as articles, and that the statements therein contained are true aad acknowledged that they executed the same as theirfree- act and deed. ~ ~t+~At or c ~ ~ ~isa~' (NOTARIAL SEAL) My Commission Expires: No Public "~"` -4- 6 APPLICATION FOR INCORPORATION OF AN INDUSTRIAL DEVELOPMENT CORPORATION To: The Board of Aldermen of the City of Riverside, Missouri We, the undersigned, being duly qualified electors of and taxpayers in the City of Riverside, Missouri, do hereby seek pennission from the governing body of the City of Riverside, Missouri to apply for the incorporation of an industrial development corporation of the City of Riverside, Missouri to develop commercial, industrial, agricultural or manufacturing facilities, in accordance with provisions of Chapter 349 of the Revised Statutes of Missouri. We request that the Board of Aldermen, by resolution duly adopted, (a) find and determine that it is wise, expedient, necessary or advisable that such corporation be formed, (b) authorize the undersigned to proceed to form such a corporation, and (c) approve the Articles of Incorporation, which are attached hereto. IN WITNESS WHEREOF, this Application has been subscribed by each of the undersigned applicants effective as of February 20, 2007. C Leland inle Cy ouston G~~~Ii~G~"i ~ , ~~~~C%wc.c Bob Archer