Loading...
HomeMy WebLinkAbout1943 Issuing Taxable Industrial Revenue Bonds (Bluescope Project). and Authorizing Agreements in Connection Therewith BILL NO. 2023-052 ORDINANCE NO. 1943 AN ORDINANCE AUTHORIZING THE CITY TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS (BLUESCOPE PROJECT) IN THE MAXIMUM PRINCIPAL AMOUNT OF $12,000,000, AND AUTHORIZING THE CITY TO ENTER INTO CERTAIN AGREEMENTS AND TAKE CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. 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. 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 February 21, 2014 (the "Plan")was prepared and distributed to the taxing jurisdictions along with notice of a public hearing to be held by the City on March 18, 2014; and WHEREAS, on March 18, 2014 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. 1291 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 (BlueScope Project) in an aggregate principal amount not to exceed $12,000,000 (the "Bonds"), for the purpose of (a) acquiring certain land described as Lot 1, 40 West at Horizons, a subdivision in Riverside. Platte County, Missouri (the "Project Site"), (b) leasing the Project Site and Project Improvements (as hereinafter defined) to BPG Riverside 1 LLC, a Delaware limited liability company, or another entity designated for such purpose by BlueScope Properties Group LLC (the "Tenant") for the construction of an approximately 50,784 square foot flex industrial facility, including related infrastructure and improvements (the "Project Improvements," and together with the Project Site, the "Project"), and (c) paying costs of issuing the Bonds; and WHEREAS, simultaneously with the issuance of the Bonds, the City will lease the Project (as defined in the hereinafter approved Lease) to the Tenant; 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 Project and the Lease 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 on file with the City Clerk, 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 Project and assign certain of the payments, revenues and receipts received pursuant to the Lease 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"), between the City and the Tenant. under which the City will lease the Project to the Tenant, pursuant to the terms and conditions in the Lease, in consideration of rental payments by Tenant 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. (c) Bond Purchase Agreement dated as of the date set forth therein, among the City, the Tenant and the purchaser of the Bonds. 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 designated the "City of Riverside, Missouri, Bond Fund - BlueScope Project," with such additional designation as shall be appropriate, 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 perform the duties of the City with respect to the Bonds and the City Documents. The Mayor and/or City Administrator is hereby authorized, throughout the term of the Lease, 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. 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 5th day of September 2023. Kathleen L. Rose, Mayor ATTEST: Robin Kincaid, City Clerk -3- $12,000,000 MAXIMUM PRINCIPAL AMOUNT CITY OF RIVERSIDE,MISSOURI TAXABLE INDUSTRIAL REVENUE BONDS (BLUESCOPE PROJECT) SERIES 2023 Dated September 1,2023 BOND PURCHASE AGREEMENT City of Riverside,Missouri 2950 N.W.Vivion Road Riverside,Missouri 64150 On the basis of the representations and covenants and upon the terms and conditions contained in this Bond Purchase Agreement(the"Agreement"), BPG Riverside 1 LLC,a Delaware limited liability company (the "Purchaser") offers to purchase from the City of Riverside, Missouri (the "Issuer"), the above-referenced Taxable Industrial Revenue Bonds,dated as provided in the Indenture(hereinafter defined), • in the maximum aggregate principal amount of$12,000,000(the"Bond"),to be issued by the Issuer, under and pursuant to an ordinance adopted by the governing body of the Issuer on September 5, 2023 (the "Ordinance")and a Trust Indenture dated as of September 1, 2023 (the"Indenture"), by and between the Issuer and BOKF,N.A.,a national banking association authorized to accept and execute trusts of the character herein set forth under the laws of the State of Missouri,with a corporate trust office located in Kansas City, Missouri,as Trustee(the"Trustee"). SECTION 1. REPRESENTATIONS AND AGREEMENTS By the Issuer's acceptance hereof,the Issuer hereby represents to the Purchaser that: (a) The Issuer is a fourth-class city duly organized and existing under the laws of the State of Missouri. The Issuer is authorized pursuant to the Constitution and laws of the State of Missouri,to authorize, issue and deliver the Bond and to consummate all transactions contemplated by this Bond Purchase Agreement, the Ordinance, the Indenture, the Lease Agreement dated as of September 1,2023 (the"Lease Agreement"),by and between the Issuer and BPG Riverside 1 LLC, a Delaware limited liability company (the "Tenant"), and any and all other agreements relating thereto. The proceeds of the Bond shall be used to finance the Project as defined in the Indenture and to pay for the costs incurred in connection with the issuance of the Bond. (b) There is no controversy, suit or other proceeding of any kind pending or threatened wherein or whereby any question is raised or may be raised,questioning,disputing or affecting in any way the legal organization of the Issuer or its boundaries, or the right or title of any of its officers to their respective offices,or the legality of any official act leading up to the issuance of the Bond or the constitutionality or validity of the indebtedness represented by the Bond or the validity of the Bond, the Lease Agreement,the Indenture or this Bond Purchase Agreement. SECTION 2. PURCHASE,SALE AND DELIVERY OF THE BOND On the basis of the representations and covenants contained herein and in the other agreements referred to herein,and subject to the terms and conditions herein set forth and in the Indenture,the Purchaser agrees to purchase from the Issuer and the Issuer agrees to sell to the Purchaser the Bond on the terms and conditions set forth herein. The Bond shall be sold to the Purchaser by the Issuer on the Closing Date(hereinafter defined)upon payment of an amount equal to the Closing Price(hereinafter defined), which amount shall be deposited in the Project Fund as provided in Section 502 of the Indenture and shall thereafter on the Closing Date immediately be applied to the payment of Project Costs as provided in Section 4.4 of the Lease Agreement. From time to time after the Closing Date, the Purchaser may make additional payments with respect to the Bond ("Additional Payments") to the Trustee under the Indenture, which Additional Payments shall be deposited in the Project Fund and applied to the payment of Project Costs and the outstanding principal amount of the Bonds shall increase by each such Additional Payment; provided that the sum of the Closing Price and all such Additional Payments shall not,in the aggregate,exceed$12,000,000. As used herein,the term"Closing Date"shall mean the date mutually agreed upon by the Issuer and the Purchaser,as reflected in the closing certificates delivered by each such party;the term "Closing Price" shall mean that certain amount specified in writing by the Purchaser and agreed to by the Issuer as the amount required to fund the initial disbursement from the Project Fund on the Closing Date. The Bond shall be issued under and secured as provided in the Ordinance and in the Indenture and the Lease Agreement authorized thereby and the Bond shall have the maturity,interest rate and shall be subject to redemption as set forth therein. The delivery of the Bond shall be made in definitive form as a fully registered bond in the maximum aggregate principal denomination of $12,000,000; provided, that the principal amount of the Bond outstanding at any time shall be that amount recorded in the official bond registration records of the Trustee and further provided that interest shall be payable on the Bond only on the outstanding principal amount of the Bond,as more fully provided in the Indenture. The Tenant agrees to indemnify and hold harmless the Issuer and the Trustee,including any member, officer,official or employee of the Issuer or of the Trustee within the meaning of Section 15 of the Securities Act of 1933, as amended (collectively, the "Indemnified Parties"), against any and all losses, claims, damages, liabilities or expenses whatsoever caused by any violation or failure to comply with any federal or state securities laws in connection with the Bonds; provided, however, the indemnification contained in this paragraph shall not extend to such Indemnified Party if such loss, claim, damage, liability or expense is(a) the result of the Indemnified Parry's negligence or willful misconduct, or (b) the Indemnified Party is not following the written instructions of the Tenant or the Owner of the Bonds. In case any action shall be brought against one or more of the Indemnified Parties based upon the foregoing indemnification and in respect of which indemnity may be sought against the Tenant, the Indemnified Parties shall promptly notify the Tenant in writing and the Tenant shall promptly assume the defense thereof, including the employment of counsel,the payment of all reasonable expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof,but the fees and expenses -2- of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless employment of such counsel has been specifically authorized in writing by the Tenant. The Tenant shall not be liable for any settlement of any such action effected without its consent by any of the Indemnified Parties,but if settled with the consent of the Tenant or if there be a final judgment for the plaintiff in any such action against the Tenant or any of the Indemnified Parties, with or without the consent of the Tenant, the Tenant agrees to indemnify and hold harmless the Indemnified Parties to the extent provided herein. SECTION 3. CONDITIONS TO THE PURCHASER'S OBLIGATIONS The Purchaser's obligations hereunder shall be subject to the due performance by the Issuer of the Issuer's obligations and agreements to be performed hereunder on or prior to the Closing Date and to the accuracy of and compliance with the Issuer's representations contained herein,as of the date hereof and as of the Closing Date,and are also subject to the following conditions: (a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly executed copy of the Ordinance, the Indenture, the Lease Agreement and the Bond Purchase Agreement and any other instrument contemplated thereby shall be in full force and effect and shall not have been modified or changed except as may have been agreed to in writing by the Purchaser. (b) The Issuer shall confirm on the Closing Date by a certificate that at and as of the Closing Date the Issuer has taken all action necessary to issue the Bond and that there is no controversy,suit or other proceeding of any kind pending or threatened wherein any question is raised affecting in any way the legal organization of the Issuer or the legality of any official act shown to have been done in the transcript of proceedings leading up to the issuance of the Bond, or the constitutionality or validity of the indebtedness represented by the Bond or the validity of the Bond or any proceedings in relation to the issuance or sale thereof. The form and substance of such certificate shall be satisfactory to the Purchaser and the Tenant. (c) Receipt by the Purchaser and the Tenant of an approving opinion from Gilmore & Bell,P.C., in form and substance satisfactory to the Purchaser and the Tenant. SECTION 4. THE PURCHASER'S RIGHT TO CANCEL The Purchaser shall have the right to cancel its obligation hereunder to purchase the Bond by notifying the Issuer in writing sent by first class mail, facsimile or reputable overnight delivery service, of its election to make such cancellation at any time prior to the Closing Date. SECTION 5. CONDITIONS OF OBLIGATIONS The obligations of the parties hereto are subject to the receipt of the approving opinion of Gilmore& Bell, P.C., Bond Counsel,with respect to the validity of the authorization and issuance of the Bond. SECTION 6. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY All of the representations and agreements by either party shall remain operative and in full force and effect,and shall survive delivery of the Bond to the Purchaser. -3- SECTION 7. PAYMENT OF EXPENSES The Tenant shall pay all reasonable expenses and costs to effect the authorization, preparation, issuance,delivery and sale of the Bond from Bond proceeds or otherwise. SECTION 8. NOTICE Any notice or other communication to be given to the Issuer or the Tenant under this Agreement may be given by mailing or delivering the same in writing as provided in the Indenture; and any notice or other communication to be given to the Purchaser under this Agreement may be given by delivering the same in writing to Purchaser at the notice address set out for the Tenant in Section 1403 of the Indenture. SECTION 9. APPLICABLE LAW; ASSIGNABILITY This Bond Purchase Agreement shall be governed by the laws of the State of Missouri and may be assigned by the Purchaser with the written consent of the Issuer. SECTION 10. EXECUTION OF COUNTERPARTS This Bond Purchase Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. [The remainder of this page is left intentionally blank] -4- Very truly yours, PURCHASER: BPG RIVERSIDE 1 LLC, a Delaware limited liability company By: Name: Matthew Roth Title: President Accepted and Agreed to as of the Closing Date. TENANT: BPG RIVERSIDE 1 LLC, a Delaware limited liability company By: Name: Matthew Roth Title: President Bond Purchase Agreement S-1 BlueScope Project Accepted and Agreed as of the Closing Date. ISSUER: CITY OF RIVERSIDE,MISSOURI By: Kathleen L. Rose Mayor (Seal) ATTEST: By: Robin Kincaid City Clerk Bond Purchase Agreement BlueScope Project S-2