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HomeMy Public PortalAboutORD09962 BILL NO. J�a- 020 "3 Aft SPONSORED BY COUNCILMAN ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY OF JEFFERSON, MISSOURI , TO ISSUE $4,500,000 PRINCIPAL AMOUNT OF INDUSTRIAL REVENUE BONDS, SERIES 1983 (SCHOLASTIC, INC. PROJECT) , FOR THE PURPOSE OF PROVIDING FUNDS TO PAY THE COSTS OF PURCHASING, CONSTRUCTING AND EQUIPPING A PROJECT FOR SCHOLASTIC, INC. , A NEW YORK CORPORATION; AUTHORIZING THE ISSUER TO ENTER INTO A TRUST INDENTURE, AND A LEASE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND APPROVING CERTAIN OTHER DOCUMENTS AND AUTHORIZING THE ISSUER TO TAKE CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS. WHEREAS, the City of Jefferson, Missouri (the "Issuer") , is authorized and empowered pursuant to the provisions of Article VI, Section 27 of the Missouri Constitution, as amended, and Sections 100.010 to 100.200, inclusive, of the Missouri Revised Statutes, as amended (the "Act") , to purchase, construct and equip certain projects (as defined in the Act) , and to issue revenue bonds for the purpose of (i) providing funds to pay the costs of such projects and to lease or sell such projects to others, or (ii) loaning the proceeds of such bonds to others to provide funds to pay the costs of such projects, and to pledge the rents, revenues and receipts from such projects as security for the payment of the principal of, premium, if any, and interest on such bonds; and WHEREAS, the City Council of the Issuer has heretofore and does now find and determine that it is desirable for the improvement of the economic welfare and development of Jefferson City, Missouri, and its people, and that it is within the authority and public purposes of the Act, that the Issuer issue its Industrial Revenue Bonds, Series 1983 (Scholastic, Inc. Project) , in the principal amount of $4,500,000 (the "Bonds") , for the purpose of providing funds to pay the costs of purchasing, constructing and equipping a project consisting of a processing and distribution center located in Jefferson City, Missouri, including real estate, buildings, improvements, fixtures, machinery and equipment (the "Project") , and that the Issuer lease or sell the Project to Scholastic, Inc. , a New York corporation (the "Company") ; and WHEREAS, the City Council of the Issuer further finds and determines that it is necessary and desirable in connection with the issuance of the Bonds that the Issuer enter into the following documents, copies of which documents have been presented to this meeting and shall be filed with the records of the Issuer: (a) Trust Indenture (the "Indenture") , between the Issuer and The Central Trust Bank, Jefferson City, Missouri (the "Trustee") , pursuant to which the Bonds will be issued and secured as hereinafter provided; • (b) Lease Agreement ( the "Lease") , between the Issuer and the Company under which the Issuer will cause the proceeds of the bonds to be applied to purchase, construct and equip the Project and will lease the Project to the Company in consideration of rentals which will be sufficient to pay the principal of, premium, if any, and interest on the Bonds; WHEREAS, the City Council of the I ssuer further finds and determines that it is necessary and desirable in connection with the issuance of the bonds that the Issuer take certain other actions and approve the execution of certain other documents as herein provided; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Authorization of the Bonds. The Issuer is hereby authorized to issue and sell its Industrial Revenue Bonds, Series 1983 (Scholastic, Inc. Project) , for the purpose of providing funds to pay the costs of acquiring, purchasing, constructing and installing of the Project, in the aggregate principal amount of $4,500,000. The Bonds shall bear such dates, shall mature at such times and in the amounts, shall be in such denominations, shall bear interest at such rates, shall be in such forms, shall be subject to redemption, shall have such other terms and provisions, and shall be issued, executed and delivered in such manner subject to such provisions, covenants and agreements, as are set forth in the Indenture. Section 2. Limited Obligations. The Bonds and the interest thereon shall be limited obligations of the Issuer payable solely out of the rents, revenues and receipts derived by the Issuer from the Project, 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 Indenture. The Bonds and the interest thereon shall not be a debt of the City of Jefferson or the State of Missouri, and neither said City nor said State shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Section 3. Authorization of Trust Indenture. The Issuer is hereby authorized to enter into the Indenture, in substantially the form attached to this Ordinance and marked Exhibit "A", under which the Bonds shall be issued and the Issuer shall pledge and assign the rents, revenues and receipts derived from the Project to the Trustee for the benefit and security of the holders of the Bonds upon the terms and conditions as set forth in said form of Indenture, submitted to and reviewed by the City Council of the Issuer on the date hereof, with such changes therein as shall be approved by the officers of the Issuer executing the Indenture, such officers' signatures thereon being conclusive evidence of their approval thereof. Section 4. Authorization of Lease Agreement. The Issuer is hereby authorized to enter into the Lease, in substantially the form attached to this Ordinance and marked Exhibit "B", under which the Issuer shall purchase and construct the Project and shall lease the Project to the Company upon the terms and conditions as set forth in said form of Lease, submitted to and reviewed by the City Council of the issuer on the date hereof, with such changes therein as shall be approved by the officers of the Issuer executing the Lease, such officers' signatures thereon being conclusive evidence of their approval thereof. Section 5. Approval of GuarantX Agreement. The Guaranty Agreement, pursuant to which c o astic, Inc. , a ew York corporation, unconditionally guarantees to the Trustee, for the benefit of the bondholders, the payment of the principal of, premium, if any, and interest on the Bonds, is hereby approved in the form attached to this Ordinance and marked Exhibit "C", which Guaranty Agreement the Trustee is authorized to accept. Section 6. Execution of Bonds and Documents. The Mayor of the Issuer is 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 issuer in the manner provided in the Indenture. The Mayor of the Issuer is hereby authorized and directed to execute and deliver the Indenture, and the Lease for and on behalf of and as the act and deed of the Issuer. The City Clerk of the Issuer is hereby authorized and directed to attest to the Bonds, the Indenture, and the Lease and to such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. Section 7. Election Under Section 103(b) (6)(D) of the Internal Revenue Code. The Issuer hereby elects that Section 103 b D of the Internal Revenue Code of 1954, as amended, shall apply to the Bonds, and the Mayor of the Issuer is hereby authorized and directed to file evidence of said election with any appropriate officer of the United States, including the Secretary of the Treasury or his delegate, and to take such other action as may be necessary to make effective the election herein. Section 8. Further Authority. The Issuer shall, and the officer, agents and employees of the Issuer are hereby authorized and directed 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, to carry out the purchase, construction and equipping of the Project, and to carry out, comply with and perform the duties of the Issuer with respect to the Bonds, the Indenture, and the Lease. Section 9. Effective date. This Ordinance shall take effect and be in fu7F orce from and after its adoption by the City Council and approval by the Mayor of the Issuer. Passed ���% llj'�7 Approved �,Q,L� ��� /ay ,!:�rPrpftdifig Office9f Mayor ATTEST: • aPl CJXy Clerk SATISFACTION AND TERMINATION OF SERIES 1983 LEASE AGREEMENT The CITY OF JEFFERSON, MISSOURI (the "Issuer") has heretofore issued $4,500,000 original principal amount of its Industrial Revenue Bonds (Scholastic Inc. Project) Series 1983, currently outstanding in the principal amount of$3,575,000(the"Series 1983 Bonds)",pursuant to that certain Trust Indenture dated as of April 1, 1983 (the "Series 1983 Indenture"), between the Issuer and The Central Trust Bank,Jefferson City,Missouri,as trustee(the"Series 1983 Trustee"). The proceeds of the Series 1983 Bonds were used to acquire, construct and equip a commercial processing and distribution center in Jefferson City,Missouri (the"Project")which was leased by the Issuer to Scholastic Inc.(the"Company")under a Lease Agreement dated as ofApril 1, 1983 (the "Series 1983 Lease Agreement'), between the Issuer and the Company. In connection with the payment, discharge and defeasance of the Series 1983 Bonds, the Issuer does hereby certify and acknowledged as follows: 1. Provision has been made for the payment of the principal of or redemption price, if applicable, and interest due or to become due on all Series 1983 Bonds at the times and in the manner stipulated in the Series 1983 Indenture in accordance with Section 302(0of the Series 1983 Indenture by the irrevocable deposit in trust with the Series 1983 Trustee, in such amounts and at such times as will provide sufficient moneys to make such payments; and all other sums payable under the Series 1983 Indenture have been paid or provided for. 2. In the reliance on such verification,the Issuer hereby acknowledges satisfaction and termination of the Series 1983 Lease Agreement. A copy of the real estate subject to the Series 1983 Lease Agreement is attached hereto as Exhibit A. � w IN WITNESS WHEREOF,the City of Jefferson,Missouri has caused this instrument to be executed as of the- day of November, 2011. CITY OF JEFFERSON, MISSOURI Mayor Eric V"WV� STATE OF MISSOURI ) ) SS. COUNTY OF COLE ) On this day of November,2011,before the undersigned,a Notary Public in and for said State, personally appeared Eric Struemph,to me personally known who being by me duly sworn did say that she is the Mayor, of the City of Jefferson, Missouri, a municipal corporation of the State of Missouri, and that said instrument was signed in behalf of said corporation,by authority of its City Council and said Mayor,acknowledged said instrument to be the free act and deed of said Council and said Mayor, acknowledged said instrument to be the free act and deed of said corporation, IN WITNESS WHEREOF,I have hereunto subscribed namtedmy official seal,the day and year last above written, NathVM,Ni Taus Notary Public - State of Missouri Commissioned in Cole County NATHAN M.NICKOLAUS.__ Notary Public-Notary Seal State of Missouri My commission expires Commissioned for Cole County Counnisslun Empires:August 15,2014 Commission Number.10474058 a