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BILL NO. ORDINANCE NO. 7?e)e)
AN ORDINANCE AUTHORIZING THE CITY OF JEFFERSON, MISSOURI, TO ISSUE ITS
GENERAL OBLIGATION INDUSTRIAL BONDS, SERIES OF 1965, IN THE AMOUNT OF
$3a500,000 FOR THE PURPOSE OF PURCHASING AND CONSTRUCTING A PLANT TO BE
LEASED TO CHESEBROUGH-POND IS, INC., A NEW YORK CORPORATION FOR MANU-
FACTURING.AND INDUSTRIAL DEVELOPMENT PURPOSES, INCLUDING REAL ESTATE,
BI:ILDINGS, FIXTURES AND MACHINERY, FIXING THE DETAILS OF SAID BONDS AND
LEVYING AN ANNUAL TAX. TO PAY THE INTEREST ON AND PRINCIPAL OF SAID BONDS
AS THEY BECOME DUE, AUTHORIZING THE PURCHASE AND CONSTRUCTION OF SAID
PLANT, PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF A LEASE
BY AND BE'T'WEEN SAID CITY AND SAID COMPANY.
WHEREAS, pursuant to Section 23(a) of Article VI of the Con-
stitution of Missouri, 1945,as amended at the general election held on
November 8, 1960, and Sects. 71.790 to 71.850, 1963 Supplement to Revised
Statutes of Missouri, 1959, as amended, the City of Jefferson, Missouri,
hereinafter referred to as the "City, " duly approved a project for indus-
trial development relating to the purchase and construction of a plant
to be leased to Chesebrough-Pond's, Inc., a New York corporation, at a
cost of $5,500,000, $3,500,000 of which cost is to be paid out of the
proceeds of the General Obligation Bonds herein authorized and $2,000,000
of which cost is to be paid out of the Industrial Revenue Bonds, Series
of 1965, of said City dated November 1, 1965, and
An WHEREAS, said project was duly approved by the Division of
Commerce and Industrial Development of the State of Missouri, under date
of September 13, 1965, and
WHEREAS, an ordinance was duly passed by the City Council of ,
said City whereby a special election was ordered to be held in said City
on October 5, 1965, for the purpose of submitting to the qualified
electors of said City the proposition to issue the general obligation
bonds of the City of Jefferson, Missouri, to the amount of $3,500,000
for the purpose of purchasing and constructing a plant to be leased to
Chesebrough-Pond's, Inc., a New York corporation for manufacturing and
industrial development purposes, including real estate, buildings,
fixtures and machinery, and
WHEREAS, said special election was duly held in accordance
with the provisions of said ordinance, and the Constitution and statutes
of the State of Missouri, and
WHEREAS, the votes cast at said election were duly canvassed
as provided by law, and it appeared that more than two-thirds of the
legal voters of said City voting at said election voted in favor of the
creation of said indebtedness and that the proposition to authorize the
issuance of said bonds was carried by a vote of X for said
proposition and i vg _-, votes against said propos on, and
WHEREAS, it is necessary that all the bonds so authorized be
issued and delivered at this time for the purpose aforesaid and that said
City enter into a Lease relating to said plant with Chesebrough-Pond Is,
Inc.,
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF JEFFERSON, MISSOURI, AS FOLLOWS:
Section 1. That for the purpose of purchasing and constructing
a plant to a eased to Chesebrough-Ponds. Inc., a New York corporation
for manufacturing and industrial development purposes, including real
estate, buildings, fixtures and machinery, there shall be issued and
hereby Are issued General Obligation Industrial Bonds, Series of 1965,
of the City of Jefferson, Missouri, in the total principal amount of
13,500,000.
i
1
Section 2. Said issue shall consist of 700 bonds, numbered
from 1 to 'T6-,3nc�usive, each in the denomination of $5,000. All of
said bonds shall be dated November 1, 1965, and said bonds shall become
due serially on October 1 in each year, and shall bear interest, as
follows:
MATURITY INTEREST
NUMBERS AMOUNT October 1 RATE
1 - 35 $175,000 1975 3-1/2%
36 - 93 290,000 1976 3-1/2
94 - 153 300,000 1977 3-1/2
154 •- 215 310,000 1978 3-1/2
216 - 279 320,000 1979 3-1/2 '
280 - 345 330,000 1980 3-1/2
346 - 413 340,000 1981 3-1/2
414 - 483 350,000 1982 3-1/2
484 - 555 36o,000 1983 3-1/2
w 631 - 700 350,,000 1984 85 3-3/8
f
Interest on said bonds shall be payable sami-annually on April 1
and October 1 in each year.
Each of said bonds maturing in the years 1976 to 1985, inclusive
shall be subject to redemption and payment at the option of said City
in reverse numerical order on October 1, 1975 at the par value thereof
plus accrued interest thereon to date fixed for redemption and payment,
together with the premiums which shall be equal to 2% of the principal
amount of said bonds so called for redemption and payment on said
October 1, 1975, and which premium shall thereafter be reduced by 1/4
of 2% for each full year after said October• l, 1975 to the date fixed
for redemption and payment.
Each of said bonds numbered 1 to 700, inclusive, shall be
subject to redemption and payment on any interest payment date upon
either of the following conditions or events: (1) If title to, or the
use for a limited period of, substantially all of the Facility subject
to the Lease authorized by this ordinance be condemned by any authority
having the power of eminent domain; or (2) If substantially all of the
Plant subject to said Lease is damaged or destroyed by fire or other
casualty. In either of such events all of said bonds shall be subject
to redemption and payment prior to maturity at the par value thereof,
plus accrued interest thereon to date fixed for .redemption and payment,
togehter with a premium of 3% of the par value of the bonds so redeemed
and paid, provided all of said bonds are redeemed and paid according
to their terms.
Both principal of and interest on said bonds shall be payable
in lawful money of the United States of America at Chase Manhattan Bank
In the City of New York, New York, hereby designated as the City's
paying agent for the payment of the principal of and interest on the
bonds herein authorized and hereinafter sometimes referred to as the
"Paying Agent."
Section 3. Said bonds shall be signed by the facsimile sig-
nature of 'ERF syor and attested by the manual signature of the City
t Clerk of said City, and shall have the corporate seal of the City
fl affixed thereto, and interest coupons shall be attached to said bonds,
which coupons shall bear the facsimile signatures of the Mayor and City
Clerk of said City.
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Section 4. Said bonds shall be executed in the form and shall
contain rec a s su stantially as follows:
N.D. $5,000
UNITED STATES OF AMERICA
STATE OF MISSOURI
COUNTY OF COLE
CITY OF JEFFERSON
SERIES OF 1965
h
KNOW ALL MEN BY THESE PRESENTS: That the City of Jefferson,
in the County of Cole, State of Missouri, hereby acknowledges itself to
be indebted and, for value received, hereby promises to pay to bearer
the sum of
FIVE THOUSAND DOLLARS
on the First day of October, 19 , with interest thereon from the
date hereof at the rate of per cent
( moo) per annum, payable semi-annuall yon April I and October 1
in eac year, on presentation and surrender of the annexed interest
coupons as they severally become due, both principal of and interest on
this bond being payable in lawful money of the United States of America;
and both principal of and interest on this bond are hereby made payable
at Chase Manhattan Bank in the City of New York, NewYork. And said City
of Jefferson, Missouri, is held and firmly bound by these presents, and
the full faith, credit and resources of said City are hereby irrevocably
pledged for the prompt payment of said principal and interest at maturity.
This bond is one of a series of 700 bonds of like date, deno-
mination and tenor, excepting number, interest rate, privilege of re-
demption and maturity, aggregating the principal amount of $3,500,000,
issued by said City for the purpose of purchasing and constructing a
plant to be leased to Chesebrough-Pond's, Inc., a New York corporation
for manufacturing and industrial development purposes, including real
estate, buildings, fixtures and machinery, in full compliance with the
Constitution and laws of the State of Missouri, and pursuant to an
election duly held in said City on October 5, 1965, at which election
more than two-thirds of the legal voters of said City voting at said
election voted in favor of the issuance of said bonds, and ordinances
duly passed and proceedings duly had by the City Council.
At the option of the City bonds maturing in the years 1976 to
1985, inclusive, of the series of bonds of which this bond is one, may
be called for redemption and payment prior to maturity in reverse
numerical order on October 1, 19?5 or on any interest payment date there-
after at the par value thereof, plus accrued interest thereon to date
of redemption, together with a premium which shall be equal to 2% of
the principal amount of said bond so called for redemption and payment
on said October 1, 1975 and which premium shall thereafter be reduced by
1/4 of 1% for each full year from said October 1, 1975 to the date said
bonds are called for redemption and payment.
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. t
Each of the bonds of the series of bonds of which this bond
is one is subject to redemption and payment prior to maturity on any
interest payment date at the option of said City upon either of the
following conditions or events: (1) If title to, or the use for a
limited period of, substantially all of the Facility financed out of the
proceeds of the issue of bonds of which this bond is one, be condemned
by any authority having the power of eminent domain; or (2) If sub-
stantially all of said Facility be damaged or destroyed by fire or other
casualty. In either of such events said bonds shall be subject to re-
demption and payment at the par value thereof, plus accrued interest
thereon to date fixed for redemption and payment, together with a premium
which shall be equal to 3% of the principal amount of bonds so redeemed
and paid.
Notice of the City's intention to redeem and pay said bonds
pursuant to any of the redemption provisions aforesaid specifying the
numbers of the bonds to be redeemed and paid shall be given by United
States registered mail to the Paying Agent herein named not less than
thirty days prior to the date fixed for redemption and payment.
And it is hereby declared and certified that all acts, con-
ditions and things required by law to be done and to exist precedent to
and in the issuance of this bond have been properly done and performed
and do exist in due and regular form and manner as required by the Con-
' atitution and laws of the State of Missouri; that a direct annual tax
upon all of the taxable tangible property situated in said City has been
levied for the payment of the principal and interest of this bond as they
fall due, and that the total indebtedness of said City, including this
bond and the series of which it is one, does not exceed any constitu-
tional or statutory limitation.
IN WITNESS WHEREOF, the City of Jefferson, Missouri, has exe-
cuted this bond by causing it to be signed by facsimile signature of the
Mayor and attested by the manual signature of the 'City Clerk, and its
corporate seal to be hereto affixed, and has caused the annexed interest
coupons to be executed with facsimile signatures of said officers, and
this bond to be dated this First day of November, 1965.
(,fa,�simile)
Mayor
ATTEST:
City Clerk
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(FORM OF COUPON)
First Coupon Other Coupons
for 5 months for 6 months due
due April 1, 1966 October 1 April 1
Aft
Bonds 1 •- 555 $72.92 $87.50
Bonds 556 - 700 $70.32 $84.38 $84.37
No.,
April
On the First day of October, 19____, the City of Jefferson,
Missouri, promises to pay to bearer the sum of.
Dollars at Chase Manhattan Bank in the City of Hew York, New or , n —
lawful money of the United States of America, being interest due on
that date on its General Obligation Industrial Bond, Series of 1965,
dated November 1, 1965, No.
(facsimile)
mayor
ATTEST:
(facsimile)
dity Clerk
Auk
OFFICE OF THE STATE AUDITOR
STATE OF MISSOURI
)) SS.
Jefferson City
I, Haskell Holman, State Auditor of Missouri, do hereby certify
j that all the conditions of the laws of the State of Missouri have been
a complied with in the issuance of the within bond, and that all of the
conditions of the'contract under which it was ordered to be issued have
been complied with, the evidence of which is on file in my office; and I
further certify that this bond has been duly registered in my office in
compliance with the laws of the State of Missouri.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of my office at Jefferson City, this day of ,
1965.
State Auditor of Missouri
is By
Deputy State Auditor
--------------.^----------------------------------------------------------
Section 5. That for the purpose of providing for the payment
Of the interest and principal of said $3,500,000 of General Obligation
Industrial Bonds of the City of Jefferson, Missouri, as they fall due,
there is hereby levied upon all of the taxable tangible property
situated in the City of Jefferson, Missouri, a direct annual ad valorem
tax sufficient to produce the following amounts for use in the following
years:
INTEREST
YEAR APRIL T OCTOBER 1 PRINCIPAL TOTAL
1967 $60,796.87 $60,796.88 $ - - - - $121,593.75
1968 60,796.87 60,796.88 - - - - 121,593.75
1969 60,796.87 60,796.88 - - - - 121,593.75
1970 60,796.87 60,796.88 - •. - - 121,593.75
1971 60,796.87 60,796.88 - - - - 121,593.75
1972 60,796.87 60,796.88 - - - - 121,593.75
1974 6o,796.87 60,796.88 _ ` _ _ 121,593.75
796.87 60,796.88 . 121,559333.75
19767 57,734.37 7 60,796.88 57,734.378 290;000 4055;4336II,75
1978 117,409.37 47;409.38 310,000 4o4;818.75
1979 41,984.37 41,984.38 320,000 403,968.75
1980 36,304.37 36,384.38 330,000 402,768.75
1981 30,609.37 30,609.38 340,000 401,218.75
1982 24,65489.37 24,659.38 350,000 399,318.752
1984 12,234.37 12,234,37 375,000 399,468.74
3.985 5,906.25 5,906.25 350,000 361,812.50
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11 1110
4 Section 6. That the taxes above levied shall be extended upon
y the tax roTI-Tn each of the several years, respectively, and shall be
levied and collected at the same time and in the same manner that other
city taxes are levied and collected, and the proceeds derived from said
taxes shall be used exclusively for the payment of the principal of and
interest on the bonds herein authorized.
!� Section 7. The City Treasurer is hereby authorized to forward
to Chase Man a an Bank in the City of New York, New York, sums sufficient
to pay both principal and interest of said bonds and interest coupons
!� as the same become due, and also to pay the usual and customary bank
collection charges made by banks throughout the United States of America
ji for the collection of principal and interest.
t
1 Section 8. When said bonds have been executed as aforesaid,
Ithey shall be su muted to the State Auditor for registration as pro-
vided by law, and when duly registered, they shall be delivered to Stern
Brothers & Co., in the City of Kansas City, Missouri, the purchaser
thereof, upon payment of the purchase price.
Section 9. That the City of Jefferson, Missouri, is hereby
authorized o ucF and construct on the real property owned by the
City and hereinafter described, but solely from the proceeds of the sale
of the bonds herein authorized, the industrial plant consisting of
buildings and improvements referred to in Article IV of the Lease between
said City and Chesebrough-Pond's Inc., herein authorized, and herein-
after sometimes referred to as the "Lease," a copy of said Lease being
attached hereto and marked Exhibit "A" as provided in Section 14 of this
ordinance.
Section 10. That the real estate hereinbefore referred to, to
be leased to CUB"eFrough-Pond's Inc., hereinafter sometimes referred to
as the "Company," shall consist of the property described and set out
as Schedule 1 attached hereto.
Section 11. There is hereby authorized and ordered to be
establisheTI—n-TWE—Wands of Central Missouri Trust Company, in the City
of Jefferson, hereby designated as the City's Fiscal Agent and herein-
after sometimes referred to as the "Fiscal Agent," a separate fund or
account designated as "Chesebrough-Pond's Inc., Construction Fund, "
hereinafter referred'to as the "Construction Fund," into which the pro-
ceeds from the sale of said bonds shall be deposited. After payment
therefrom by the Fiscal Agent of any and all expenses of whatever nature
G incurred by the City in connection with the issuance and sale of the
4 bonds herein authorized, the payment of said expenses to be made in
h accordance with the City's written instructions delivered to the Fiscal
q Agent specifying the amounts to be disbursed and the persona to whom the
disbursements are to be made, the balance remaining in said fund shall
be used and applied as provided in Article IV of the Lease authorized
by this ordinance. Concurrently with the issuance of said bonds by said
City and the receipt of the proceeds thereof by the Fiscal Agent, the
Fiscal Agent shall deposit into the Principal and Interest Account
i
created by Section 12 of this Ordinance any accrued interest on said
bonds plus any premium received by said City on account of the sale of
said bonds, plus such additional amount which, when added to said
accrued interest and premium, will aggregate such amount as will be
necessary to pay the interest on the bonds herein authorized becoming
�i due on April 1, 1966, and October 1, 1966, said deposit representing
interest due during construction and said date being the estimated date
of the completion of the "Facility" as described in the Lease.
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11111,111, P,11 14
Section 12. There is hereby authorized and ordered to be es-
tablished n e i'ands of the Fiscal Agent, a separate fund or account,
hereby designated as the "City of Jefferson, Missouri, Principal and
Interest Account for General Obligation Industrial Bonds, Series of
1965, dated November 1, 1965," hereinafter referred to as "Principal
and Interest Account." The City covenants and agrees that from and
after the delivery of any of the bonds herein authorized, and continuing
as long as any of said Bonds shall remain outstanding, said City will
k maintain said Account with the Fiscal Agent. All payments of basic j
rent; due under the lease herein authorized between said City and
Chesebrough-Pond's Inc., shall be allocated by said Fiscal Agent to
said Principal and Interest Account as long as any of the bonds herein
authorized remain outstanding and unpaid. All amounts credited to and
deposited in said Principal and Interest Account shall be expended and
used by the City's Fiscal Agent for the sole purpose of paying the
principal of and interest on the bonds herein authorized as and when
! the same become due. On March 15, 1966, and on September 15 and March 15
in each year thereafter the Fiscal Agent shall forward to the Paying
!j Agent out of the moneys in said Principal and Interest Account such sums
as may be required to pay the principal of and interest on said bonds
i becoming due on the next succeeding April 1 and October 1 in each year.
Section 13. Moneys in the Construction Fund shall, unless
otherwise ns��ructed by the Company, be invested by the Fiscal Agent
y in direct obligations of the United States Government becoming due within
twelve months from the date of purchase. Moneys allocated and credited
to and deposited in the Principal and Interest Account may be invested
by the Fiscal Agent upon receipt of instructions from the Company, in
bonds or other obligations of the United States Government becoming due
not more than 30 days prior to the next principal or interest payment
date, provided, however, that moneys in said Principal and Interest
M Account in excess of the amount necessary to pay the principal of and
C interest on said bonds becoming due on the next principal or interest
payment date, shall be invested by the Fiscal Agent upon receipt of
! instructions from the Company in bonds or other obligations of the United
States Government or agency thereof, having a fixed redemption value,
or becoming due without loss of principal not later than September 15,
1985. No such investments shall be made for a period longer than
the Fiscal Agent shall determine that such funds are not required for
this purpose for which they are intended.
Section 14. That the tract of land hereinbefore described and
the improvements an`d equipment to be acquired, installed and constructed
thereon, pursuant to this Ordinance and said Lease, shall be leased to
Chesebrough-Pond's Inc., pursuant to the Lease dated November 1, 1965,
in the form attached to this Ordinance and marked Exhibit "A" which
Lease the Mayon and City Clerk are hereby authorized and directed to
execute for and on behalf of and as the act and deed of the City of
Jefferson, Missouri.
Section 15. If any one or more of the covenants, agreements
or provisions or tni s Ordinance or of said Lease should be held con-
trary to any express provision of law or contrary to the policy of
r
r, express law, though not expressly prohibited, or against public policy,
or shall for any reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be deemed
separate from the remaining covenants, agreements or provisions, and
shall in no way affect the validity of the other provisions of this
Ordinance or of the Bonds issued hereunder, or of the lease.
PASSED by the City Council this /S day of r�.&k-.,' ,
1965.
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Mayor
AU.TEST:
'r
a
p City Clerk
F rn •.
1965. APPROVED by the Mayor this day of
Mayor
ATTEST:
n
City Clerk
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BILL NO. ORDINANCE NO.
AN ORDINANCE AITTHORIZING THE CITY OF JEFFERSON, MISSOURI, TO ISSUE THE
INDUSTRIAL REVENUE BONDS, SERIES OF 1965, OF SAID CITY IN THE AMOUNT OF
$2,000,000 FOR THE PURPOSE OF PURCHASING AND CONSTRUCTING A PLANT TO BE
LEASED TO CHESEBROUGH-POND'S, INC., A NEW YORK CORPORATION, FOR MANUFAC-
TURING AND INDUSTRIAL DEVELOPMENT PURPOSES, HEREINAFTER REFERRED TO AS
PTHE "PROJECT," SAID BONDS TO BE PAYABLE SOLELY FROM THE REVENUES DERIVED
!; FROM SAID PROJECT FOR INDUSTRIAL DEVELOPMENT, AUTHORIZING THE PURCHASE
AND CONSTRUCTION OF SAID PROJECT AND PRESCRIBING THE FORM OF AND AUTHOR-
IZING THE EXECUTION OF A LEASE BY AND BETWEEN SAID CITY AND SAID COMPANY.
WHEREAS, pursuant to Section 2'7 of Article VI of the Constitu-
N
' tion of Missouri, 1945, as amended, and Sections 71.790 to 71.850, 1963
i
Supplement to Revised Statutes of Missouri, 1959, the City of Jefferson,
P.
Missouri, hereinafter sometimes referred to as the "City", by majority
Gvote of its governing body duly approved a Project for industrial develop
r
ment relating to the purchase and construction of a plant at the estimate
cost of $5,500,00'), $3,500,000 of which cost is to be paid out of the
proceeds of the general obligation bonds of said City and $2,000,000 of
which cost is to be paid out of the proceeds of the revenue bonds herein
authorized, and the lease of the same to Chesebrough-Pond's, Inc., a New
York corporation qualified to do business in the State of Missouri, and
WHEREAS, said Project was duly approved by the Division of
Commerce and Industrial Development of the Department of Business and
Administration of the State of Missouri, on September 13, 1965, and
WHEREAS, an ordinance was duly passed by the City Council of
said City whereby a special election was ordered to be held in said City
on October 5, 1965, for the purpose of submitting to the qualified
electors of said City the proposition to issue the industrial revenue
bonds of said City in the amount of $2,000,000 for the purpose of
purchasing and constructing a plant to be leased to Chesebrough-Pond's,
Inc. , a New York corporation, for manufacturing and industrial develop-
ment purposes, hereinafter referred to as the "Project", said bonds to be
(payable solely from the revenues derived from said Project, and not to be
a general obligation of said City, and
WHEREAS, pursuant to said ordinance and the constitutional
and statutory provisions aforesaid, notice of said election was duly
prepared, executed and published, and said special election was duly
held in said City on said October 5, 1965, and
WHEREAS, the votes oast at said special election were duly
y
canvaased as provided by law and it was found and determined that more
Nthan four-soventhe of the qualified electors of said City voting on
said proposition had voted in favor oC the issuance of said $2,000,000
principal amount of industrial revenue bonds of said City, the vote
on said proposition having been 5,323 votes for said proposition to
105 votes against said proposition, and
WHEREAS, the governing body of said City is now fully em-
! powered to issue said bonds and to enter into a lease with said
Company,
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF JEVVERSON,MISSOURI, AS FOLLOWS:
Section 1. That the City of Jefferson, Missouri, is hereby
N' authorized to purchase and construct a plant to be leased to Chose-
brough-Pondle Inc., a Now York corporation, for manufacturing and in-
dustrial development purposes on the property described and set out as
Schedule 1 attached hereto, said real estate being hereinafter referred
to as the "Land," and said plant and Land hereinafter referred to as
the "Project" (said Project being referred to in the Lease herein
authorized as the "Facility"), in accordance with the provisions of
the Lease dated November 1, 1965, between said City and Chesebrough-
Pond's Inc,, hereinafter sometimes referred to as the "Lease," a copy
of said Lease being attaohsd hereto and marked Exhibit "A", as provided
4
in Section 16 of this ordinance.
Section 2. That for the purpose of providing funds for
purchasing and constructing a plant to be leased to Chesebrough-Pond's
Inc., a New York corporation, for manufacturing and development pur-
poses, there shall be issued and hereby are authorized and directed
to be issued, an issue or Industrial Revenue Bonds, Series or 1965,
or the City of Jefferson, Missouri, in the principal amount of
$2,000,000, said Bonds herein authorized, hereinafter sometimes re-
ferred to as the "Bonds" or the "Revenue Bonds." Said Bonds and all
n
G; interest thereon shall be payable solely from the rents and revenues
derived from the Project and not from any other fund or source and
shall not constitute a debt of said City within the meaning or any
4 constitutional or statutory limitation.
4 Section 3. That said issue of Industrial Revenue Bonds,
Series of 1965, of the City of Jefferson, Missouri, shall consist of
400 bonds numbered from 1 to 400, inclusive, each of said bonds being
in the denomination of $5,000. All of said bonds shall be dated
November 1, 1965, and shall be numbered, shall become due serially on
October 1 in each year and shall bear inter6st as follows:
MATURITY INTEREST
NU?MERS AMOUNT OCTOBER 1 RATE
1 - 41 $205,000 1967 3-3/4%
42 - 84 215,000 1968 3-3A%
85 - 129 225,000 1969 3-3/4%
1'30 - 175 230,000 1970 3-3/4%
176 - 223 240,000 1971 3-3/4%
224 - 273 250,000 1972 3-3/4%
274 - 325 26o,000 1973 3-3/4%
326 - 479 270,000 1974 3-3/4%
380 - 00 105,000 1975 3-3/4%
-3-
said real estate being hereinafter referred to as the "Land", and said
plant and Land hereinafter referred to as the "Project" (said Project
being referred to in the Lease herein authorized as the "Facility"), in
accordance with the provisions of the Lease dated November 1, 1965,
between said City and Chesebrough-Pond`s, Inc., hereinafter sometimes re-
ferred to as the "Lease", a copy of said Lease being attached hereto and
marked Exhibit "A", as provided in Section 16 of this ordinance.
Section 2. That for the purpose of providing funds for purchas-
ing and constructing a plant to be leased to Chesebrough-Pond, Inc., a
New York corporation, for manufacturing and development purposes, there
shall be issued and hereby are authorized and directed to be issued, an
issue of Industrial Revenue Bonds, Series of 1965, of the City of
Jefferson, Missouri, in the principal amount of $2,000,000, said Bonds
herein authorized, hereinafter sometimes referred to as the "Bonds" or
the "Revenue BondsL9. Said Bonds and all interest thereon shall be pay-
able solely from the rents and revenues derived from the Project and not
from any other fund or source and shall not constitute a debt of said
City within the meaning of any constitutional or statutory limitation.
Section 3. That said issue of Industrial Revenue Bonds, Series
of 1965, of the City of Jefferson, Missouri, shall consist of 400 bonds
numbered from 1 to 400, inclusive, each of said bonds being in the
denomination of $5,000. All of said bonds shall be dated November 1,
1965, and shall be numbered, shall become due serially on October 1 in
each year and shall bear interest as follows:
MATURITY INTEREST
NI MBERS AMOUNT OCTOBER 1 RATE
1 - 41 $205,000 1967 3 3/4%
42 - 84 215,000 1968 3 3/49 `
85 - 129 225,000 1969 3 3/4%
130 - 175 230,000 1970 3 3/4%
176 - 223 240,000 1971 3 3/4%
224 - 273 250,000 1972 3 3/4%
274 - 325 260,000 1973 3 3/4%
326 - 379 270,000 1974 3 3/4%
380 - 400 105,000 1975 3 3/4%
-3-
Said Bonds shall bear interest from date, payable semiannually on April 1
and October 1 in each year.
Each of said Bonds numbered 1 to 400, inclusive, shall be sub-
Ject to redemption and payment on any interest payment date upon either
f' of the following conditions or events: (1) if title to, or the use for a
rlimited period of, substantially all of the Project subject to said
NLease, be condemned by any authority having the power of eminent domain;
or (2) if substantially all of the Project is damaged or destroyed by
i
11fire or other casualty. In either of such .events all of said Bonds shall
H '
be subject to redemption on any interest payment date prior to their
ultimate
aturit m
� y at the par value thereof, plus accrued interest thereon
to date fixed for redemption and payment, together with a premium which
shall be equal to two per cent (2%) of the principal amount of the Bonds
so redeemed and paid, provided all of such Bonds are redeemed and paid
according to their terms.
Notice of any redemption provided for by this ordinance shall
�; be given by United States registered mail to the Paying Agent herein
designated and to the original purchasers of said Bonds, such notice to
be mailed at least 30 days prior to the date fixed for redemption and
payment and to specify the numbers of the Bonds to be redeemed and paid.
Interest shall cease on any of said Bonds so called for redemption and
payment as of the redemption date, provided funds are available to pay
the same according to their terms.
Said Bonds and the interest coupons to be attached thereto shall
be payable in lawful money of the United States of America at Chase
Manhattan Bank in the City of New York, New York.
Section 4. Said Bonds shall be executed for and on
behalf of the City by the facsimile signature of the Mayor and the
manual signature of the City Clerk and the seal of said City shall be
r
!affixed thereto. Interest coupons shall be attached to said Bonds
-4-
representing the interest thereon and said interest coupons shall bear
the facsimile signatures of said Mayor and City Clerk.
Section 5. Each of said Bonds and the interest coupons attache
thereto shall be in substantially the following form:
No. $5,000
UNITED STATES OF AMERICA
STATE OF MISSOURI
COUNTY OF COLE
CITY OF JEFFERSON
INDUSTRIAL REVENUE BOND, SERIES OF 1265
KNOW ALL MEN BY THESE PRESENTS: That the City of Jefferson in
the County of Cole, State of Missouri, a municipal corporation, for value
received, hereby promises to pay the bearer hereof, solely out of the
revenues hereinafter referred to, the sum of
FIVE THOUSAND DOLLARS
in lawful money of the United States of America, on the First day of
October, 12 , and to pay interest thereon from the date hereof at the
rate of 3 3A% per annum, payable semiannually on April 1 and October 1
in each year after the date hereof until the said principal sum shall have
been paid, upon presentation and surrender of the interest coupons hereto
attached, bearing the facsimile signatures of the Mayor and City Clerk of
said City, as said coupons severally become due.
Both principal of and interest on this Bond are payable in
lawful money of the United States of America at Chase Manhattan Bank, in
the City of New York, New York.
This Bond is one of an authorized series of 400 Bonds of like
date and tenor, except as to number and maturity aggregating the principal
amount of $2,000,000 numbered from 1 to 400, inclusive, authorized by
ordinance of said City for the purpose of purchasing and constructing a
plant to be leased to Chesebrough-Pond's, Inc., a New York corporation,
for manufacturing and industrial development purposes, said plant and the
real estate on which the same is situated being sometimes hereinafter
referred to as the "Project", by the authority of and in conformity with
the provisions, restrictions and limitations of the Constitution and
statutes of the State of Missouri, including Section 27 of Article VI of
the Constitution of Missouri, 1945, as amended, and Sections 71.790 to
71.850, 1963 Supplement to Revised Statutes of Missouri, 1959, and all
other laws of said State applicable thereto and pursuant to an election
duly held in said City on October 5, 1965, and to ordinances duly passed
and proceedings duly had by the City Council of the City of Jefferson,
Missouri.
This Bond and the interest thereon are payable solely from the
rents and revenues due under a Lease of the Project by the City to
Chesebrough-Pond's, Inc., dated November 1, 1965, which rents and
revenues are pledged to the payment of the principal of and interest on
this Bond and the series of Bonds of which this Bond is a part, and this
Bond does not constitute a debt of said City within the meaning of any
constitutional or statutory limitation. Reference is hereby made to the
ordinance authorizing the issue of Bonds of which this Bond is one, and
said Lease for a description of the covenants of the City with respect to
the collection, segregation and application of the rents and revenues of
the Project, the rights, duties and obligations of the City with respect
thereto, and the rights of the holders of the series of Bonds of which
this Bond is one.
Each of the Bonds of the series of which this Bond is one is
subject to redemption and payment prior to maturity on any interest pay-
ment date upon either of the following conditions or events; (1) if
title to, or the use for a limited period of, substantially all of the
iProject be condemned by any authority having the power of eminent domain,
-6-
or (2) if substantially all of the Project is damaged or destroyed by
fire or other casualty. In either of such events, all of said Bonds
shall be subject to redemption and payment at the par value thereof plus
accrued interest thereon to date of redemption, together with a premium
of two per cent (2%) of the principal amount of the Bonds so called for
redemption and payment, provided all of said Bonds are redeemed and paid
according to their terms.
Notice of the City's intention to redeem and pay said Bonds
pursuant to any of the redemption provisions aforesaid, specifying the
numbers of the Bonds to be redeemed and paid, shall be given by United
States registered mail to Chase Manhattan Bank in the City of New Cork,
New York, not less than 30 days prior to the date fixed for redemption
and payment.
It is hereby declared and certified that all acts, conditions
and things required to be done and to exist precedent to and in the issu-
ance of this Bond, and of the issue of which this Bond is one, have been
properly done and performed, have happened and do exist in due and
regular form and manner as required by the Constitution and statutes of
the State of Missouri.
i
IN WITNESS WHEREOF, the City of Jefferson, Missouri, has caused
this Bond to be signed by the facsimile signature of its Mayor, attested
by the manual signature of its City Clerk and its corporate seal to be
affixed hereto and the interest coupons hereto attached to be signed with
the facsimile signatures of said officers and this Bond to be dated this
First day of November, 1965•
(facsimile)
ATTEST: —Mayor
Aft
City er
-------------------------------------------------------------------------
-Y-
• r
(FORM OF COUPON)
Coupon No. $
April,
On the First day of October, 19_, the City of Jefferson,
Missouri, will pay to bearer solely from the revenues received From the
rents and revenues derived from the Project described in the Bond to
which this coupon is attached, and not from any other fund or source,
$ _ in lawful money of the United States of America at Chase
Manhattan Bank in the City of New York, New York, being interest due on
that date on its Industrial Revenue Bond, Series of 1965, dated November
1, 1965, No.
(facsimile)
` Mayor
ATTEST:
(facsimile)
city Clerk
-------------------------------------------------------------------------
Section 6. That the Mayor and City Clerk are hereby authorized
and directed to prepare and execute the Industrial Revenue Bonds, Series
of 1965, hereinbefore described, and to deliver said Bonds to Stern
Brothers & Co., of Kansas City, Missouri, the purchaser thereof, on
payment of the purchase price.
Section 7. There is hereby authorized and ordered to be estab-
lished in the hands of Central Missouri Trust Company, in the City of
Jefferson City, Missouri, hereby designated as the City's Fiscal Agent
and hereinafter referred to as the "Fiscal Agent", a separate fund or
account designated as "Chesebrough-Pond's, Inc. Construction Fund", here-
inafter referred to as the "Construction Fund", into which the proceeds
from the sale of said Bonds shall be deposited.
i
-tf- .
Section 8. Concurrently with the issuance of said Bonds, the
Fiscal Agent shall withdraw from said Construction Fund any accrued
interest from the sale of said Bonds together with a sum which shall
aggregate the sum necessary to pay the interest becoming due on said
Bonds on April 1, 1966, and October 1, 1966, said amount representing the
Interest due on said Bonds during the estimated period of construction of
the Project, and shall deposit the same in the City of Jefferson,
Missouri, Principal and Interest Account for Industrial Revenue Bonds,
Series of 1965, dated November 1, 1965, hereinafter created.
Section 9. The Fiscal Agent shall make disbursements from said
Construction Fund for the completion of the Project in accordance with
the teens and provisions of the Lease dated November 1, 1965, between
said City and Chesebrough-Pond's, Inc., authorized by the provisions of
this ordinance. Any moneys in said Fund not required for said purpose
shall be deposited in said Principal and Interest Account at such time as
the Company shall certify that the Project is complete.
Section 10. There is hereby authorized and ordered to be
established in the hands of the Fiscal Agent, a separate fund or account,
hereby designated as the "City of Jefferson, Missouri, Principal and
' Interest Account for Industrial Revenue Bonds, Series of 1965, dated
November. 1, 1965", hereinafter referred to as "Principal and Interest
Account". The City covenants and agrees that from and after the delivery
of any of the Revenue Bonds herein authorized, and continuing as long as
any of said Bonds shall remain outstanding, said City will maintain said
Account with the Fiscal Agent. All payments of basic rent due under said
Lease between said City and Chesebrough-Pond's, Inc. shall be applied and
allocated by said Fiscal Agent, beginning on the /,;' day of March,
1967, and continuing on the ii day of September and the day of
March in each year thereafter as long as any of said Revenue Bonds remain
-9-
1
outstanding and unpaid, to said Principal and Interest Account. All
amounts credited to and deposited in said Principal and Interest Account '
shall be expended and used by the City's Fiscal Agent for the sole
purpose of paying the principal of and interest on the Revenue Bonds here
1n authorized as and when the same become due.
Section 11. Any moneys received by said Fiscal Agent from
Chesebrough-Pond's, Inc. to enable said City to call said Bonds for
redemption and payment prior to their ultimate maturity shall be de-
posited in said Principal and Interest Account and shall be applied
t solely for the purpose of redeeming and paying said Bonds, including the
payment of any necessary premium due on said Bonds upon call for redemp-
tion and payment. On receipt of any such funds said City shall immedi-
ately proceed to give notice of such redemption in the manner herein
specified.
Aft Section 12. Moneys in the Chesebrough-Pond's, Inc. Constructio
Fund shall, unless otherwise instructed by the Company, be invested by
the Fiscal Agent in direct obligations of the United States Government
becoming due within 12 months from the date of purchase. Moneys allocate
and credited to and deposited in the Principal and Interest Account may
be invested by the Fiscal Agent upon instructions from the Company in
bonds or other obligations of the United States becoming due not more
than 30 days prior to the next principal or interest payment date, pro-
vided, however, that moneys in said Principal and Interest Account
In excess of the amount necessary to pay the principal of and
interest on said Bonds becoming due on the next principal or interest
payment date, may be invested by the Fiscal Agent, upon instruction from
the Company, in bonds or other obligations of the United States Govern-
ment, or agencies thereof, having a fixed redemption value, or becoming
due without less of principal not later than September 15, 1975. No
investments shall be made pursuant to this Section 12 of this ordinance
for a period longer than the time the Fiscal Agent shall determine that
such funds are not required for the purpose for which they are intended.
All interest on any bonds or obligations held in said Construction Fund
-10-
AWL
or in said Principal and Interest Account shall be deposited in said
Principal and Interest Account, and shall accrue to and become a part of
such Account.
Section 13. So long as 'any of the principal of and interest on
the Revenue Bonds herein authorized remain outstanding and unpaid, or
until payment thereof provided for, the City covenants with each of the
purchasers and owners of said Bonds as follows:
(A) The City will comply fully with all the terms, provisions,
and conditions of the Lease which require performance by, or impose duties
on the City and that the City will not permit any default in said Lease
to occur on the part of the City; that it will fully and promptly enforce
all of the terms, provisions and conditions of the Lease which require
performance by, or impose duties on Chesebrough-Pond's, Inc., and in the
event of the occurrence of a default, as defined in the Lease, will
exercise all rights, remedies conferred by the Lease and the laws of the
State of Missouri for the full and complete protection of the security
and rights of the bondholders and to the extent permitted by the Lease,
will use its best efforts to procure a new tenant or tenants for the
leased property under Lease provisions which will provide funds sufficient
in amount to make the rental payments and other charges which Chesebrough-
Pond's, Inc. is required to make under the Lease dated November 1, 1965,
and will deposit the same in the Principal and Interest Account. If the
City is unable to procure a new tenant who will enter into such a lease,
the City may, if at the time permitted by law and with the consent of the
holders of not less than 75% of the Bonds herein authorized at the time
outstanding, sell the Project at a price which shall be not less than the
amount of then outstanding Revenue Bonds plus interest then unpaid.
(B) The City will enforce collection of the rental payments
and other charges in the amounts and at the times set forth in the Lease
•11- '
any part thereof; provided, however, that said City may issue from time
to time additional industrial revenue bonds for the purpose of extending
and improving the facilities financed out of the proceeds of this bond
issue, or completing the construction or acquisition thereof, or con-
structing and equipping additional improvements which extensions and
improvements may be located on the land hereinbefore described, providing
the following terms and conditions are met:
(a) The City shall have entered into a lease or agree-
ment with Chesebrough-Pond's, Inc. at rentals or payments at
least sufficient to pay the principal of and interest on
said bonds;
Chesebrough-Pond's, Inc. is not in default with
res, c to the payment of rent.
(F) The City will cause the Company to keep constantly insured
all buildings and .improvements from time to time constituting a part of
the property and premises leased to the Company, in the manner provided
for by the Lease herein authorized. The City's shares of the proceeds of
any such insurance policies shall be payable to and deposited with the
Fiscal Agent as Insurance Trustee. Any of the proceeds of such policies
shall be used and applied in the manner set forth in Article XXII
of said Lease.
(C) The City will cause the Fiscal Agent•, to keep books and
records relating, to the Project, which shall be separate and apart from
all other books, records and accounts of the City, in which complete and
correct entries shall be made in accordance with standard principles of
accounting of all transactions relating to the leased property and
improvements, and the original purchasers of the Revenue Bonds herein
authorized, any bondholder or Chesebrough-Pond's, Inc., or their agents,
® shall have the right at all reasonable times to inspect all records,
.13_
accounts and data of the City relating to the leased property and improve-
ments.
Section 14. The provisions of the Bonds authorized by this
ordinance and provisions. of this ordinance may be modified or amended at
any time by the City with the written consent of the holders of not less
than 75% in aggregate principal amount of the Bonds herein authorized at
the time outstanding; provided, that no such modification or amendment
shall permit or be construed as permitting: (a) the extension of the
maturity of the principal of any of the Bonds issued hereunder, or the
extension of the maturity of any interest on any Bonds issued hereunder,
(b) a reduction in the principal amount of any Bonds or the rate of
interest thereon, or (c) a reduction in the aggregate principal amount of
Bonds, the consent of the holders of which is required for any such amend-
ment or modification. Any provision of the Bonds or of this ordinance
may, however, be modified or amended in any respect with the written
consent of the holders of all of the Bonds then outstanding. Every amend-
ment or modification of a provision of the Bonds or of this ordinance to
which the written consent of the bondholders is given as above provided
shall be expressed in an ordinance of the City amending or supplementing
the provisions of this ordinance and shall be deemed to be a part of this
ordinance. It shall not be necessary to note on any of the outstanding
Bonds any reference to such amendment or modification, if any. A certi-
fied copy of every such amendatory or supplemental ordinance, if any, and
a certified copy of this ordinance shall be kept on file in the office of
the City Clerk and shall be made available for inspection by the holder
of any Bond or prospective purchaser or holder of any Bond authorized by
this ordinance, and upon payment of the reasonable cost of preparing the
same, a certified copy of any such amendatory or supplemental ordinance
or of this ordinance will be sent by the City Clerk to any such bondholde
or prospective bondholder.
Section 15. The provisions of this ordinance shall constitute
a contract between the City of Jefferson, Missouri, and the holders
of the Revenue Bonds herein authorized, and the holder of any one
or more of said Bonds may sue, in any action, in mandamus injunction,
or other proceedings, either at law or in equity, to enforce or compel
performance of all duties and obligations required by this ordinance
to be done or performed by said City. Nothing contained in this
ordinance shall, however, be construed to impose on said City any duty
or obligations to levy any taxes either to meet any obligation contained
herein or to pay the principal of or interest on the Revenue Bonds of
the City herein authorized.
Section 16. That the t_-act of land hereinbefore described
and the improvements and equipment to be acquired, installed and
constructed thereon, pursuant to this ordinance and said Lease, shall
be leased to Chesebrough-Pond's, Inc. under and pursuant to the
Lease dated November 1, 1965, in the form attached to this ordinance
and marked Exhibit "A", which Lease the Mayor and City Clerk are hereby
authorized and directed to execute for and on behalf of and as the act
and deed of the City of Jefferson, Missouri.
Section 17. If any one or more of the covenants, agreements
or provisions of this ordinance or of said Lease dated November 1, 1965,
should be held contrary to any express provision of law or contrary to
the policy of express law, though not expressly prohibited, or against
public, policy, or shall for any reason whatsoever be held invalid, then
such covenants, agreements or provisions shall be null and void and
shall be deemed separate from the remaining covenants, agreements
or provisions, and shall in no way affect the validity of the other
provisions of this ordinance or of the Bonds issued hereunder, or of the
Lease.
_1j_
Section 18. That this ordinance shall be in full force and
effect from and after its passage and approval. Z�-
PASSED by the City Council this � day of e,( -ec ,
1965•
yor
ATTEST: 1.
��
r
•y clerk
t '
APPROVED by the Mayor this day ofL ,
01965.
r
1 Mayor
ATTEST: �
City Clerk
• -1G-