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HomeMy Public PortalAboutORD15397 BILL NO. 2015-4 SPONSORED BY COUNCILMAN Scrivner ORDINANCE NO. / 5- 3q /ne AN ORDINANCE AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS RELATED TO THE MATURITY OF THE CITY'S TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS (COMMAND WEB OFFSET COMPANY, INC., PROJECT), SERIES 2009. WHEREAS, the City of Jefferson, Missouri (the "City") is authorized under the provisions of Article VI, Section 27 of the Missouri Constitution, as amended, and Sections 100.010 to 100.200, inclusive, of the Revised Statutes of Missouri, as amended (collectively, the "Act"), to purchase, construct, extend and improve certain projects (as defined in the Act) for the purposes set forth in the Act and to issue industrial development revenue bonds for the purpose of providing funds to pay a portion of 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, the Council of the City passed Ordinance No. 14611 (the "Ordinance") on December 7, 2009, authorizing the City to issue its Taxable Industrial Development Revenue Bonds (Command Web Offset Company, Inc. Project), Series 2009, in the maximum principal amount of $22,500,000 (the "Bonds"), under a Trust Indenture dated as of December 1, 2009 (the "Indenture"), between the City and UMB Bank, N.A. (the "Trustee"), for the purpose of constructing, furnishing and equipping a 45,000 square foot addition to the Company's then-existing printing facility located in the City (the "Project"), and authorizing the City to lease the Project to Command Web Offset Company, Inc., a Missouri corporation (the "Company"); and WHEREAS, in connection with the issuance of the Bonds, (i) the City, as lessor, and the Company, as lessee, entered into a Lease Agreement dated as of December 1, 2009 (the "Lease"), (ii) the Company delivered a Special Warranty Deed dated December 18, 2009 to the City, whereby the Project Site (as defined in the Lease) was conveyed to the City, and (iii) the Company delivered a Bill of Sale dated December 18, 2009 to the City, whereby the Project Equipment (as defined in the Lease) was conveyed to the City; and WHEREAS, Section 11.4 of the Lease provides that the Company agrees to purchase, and the City agrees to sell, the Project for the sum of $100 at the expiration of the term of the Lease or following full payment of the Bonds or provision for payment thereof having been made in accordance with the provisions of the Indenture; and WHEREAS, the Bonds have been paid in full, all sums of money due or to become due according to the provisions of the Indenture have been paid to the Trustee, all liabilities of the Company under the Lease have been paid, and the Company has requested and the City now desires to convey the Project Site and the Project Equipment back to the Company; and Bill 2015-4 Page 1 NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Approval and Authorization of Documents. In connection with (i) the payment in full of the Bonds and (ii) the conveyance of the Project Site and the Project Equipment back to the Company, the following documents (the "City Documents") are hereby approved in substantially the forms presented to the Council at this meeting (copies of which documents shall be filed in the records of the City), and the City is hereby authorized to execute and deliver the City Documents with such changes therein as shall be approved by the officials of the City executing such documents, such officials' signatures thereon being conclusive evidence of their approval thereof: (a) Termination of Lease Agreement and Release of Trust Indenture dated as of the date set forth therein, among the City, the Company and the Trustee; (b) Special Warranty Deed dated the date set forth therein, to be delivered by the City for the purpose of conveying the Project Site back to the Company; and (c) Bill of Sale dated the date set forth therein, to be delivered by the City for the purpose of conveying the Project Equipment back to the Company. Section 2. Execution of Documents. The Mayor is hereby authorized and directed 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 and directed to attest to and affix the seal of the City to 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 3. Further Authority. The City shall, and the officials, agents and employees of the City 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 and to carry out, comply with and perform the duties of the City with respect to the City Documents. Section 4. Effective Date. This Ordinance shall take effect and be in full force and effect from and after its passage by the City Council and approval by the Mayor. Passed: If 2/,5 Approved: Thal 010,a0/moi Presiding Officer - Mayor li ATTEST: ,_ , APPRO AS TO FORM: ity Clerk i City Counselor Bin 2015-4 Page 2