HomeMy Public PortalAboutORD14820 BILL NO. 2011-34
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ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE CITY OF JEFFERSON, MISSOURI, TO ISSUE
TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS (UNILEVER SUPPLY
CHAIN, INC. PROJECT), SERIES 2011, IN A PRINCIPAL AMOUNT NOT TO EXCEED
$17,000,000 TO PAY THE COSTS OF A PROJECT FOR UNILEVER SUPPLY CHAIN,
INC., A DELAWARE CORPORATION, THAT WILL INCLUDE THE ACQUISITION AND
INSTALLATION OF NEW PACKAGING LINES AND PROCESSING EQUIPMENT AT,
AND THE RELOCATION OF EXISTING OUT-OF-STATE COMPANY ASSETS TO,
THE EXISTING PLANT LOCATED IN THE CITY; AUTHORIZING AND APPROVING
CERTAIN DOCUMENTS; AND AUTHORIZING CERTAIN OTHER ACTIONS IN
CONNECTION WITH THE ISSUANCE OF THE BONDS.
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, Unilever Supply Chain, Inc., a Delaware corporation (the "Company"), has
requested that the City (a) prepare and approve a plan for an industrial
development project that will include the acquisition and installation of new
packaging lines and processing equipment at, and the relocation of
existing out-of-state Company assets to, the existing plant located in the
City (the "Project'), (b) issue its industrial development revenue bonds (the
'Bonds') to provide funds to pay the costs of the Project, and (c) lease the
Project to the Company, all in accordance with and pursuant to the Act;
and
WHEREAS, following notice to affected taxing jurisdictions in accordance with Section
100.059.1 of the Act, the Council of the City passed Ordinance No.
on July 5, 2011, approved by the Mayor on July 5, 2011,
approving a plan for industrial development for the Project; and
WHEREAS, the City has heretofore and does hereby find and determine that it is
desirable for the economic development of the City and within the public
purposes of the Act that the City proceed with the issuance of the Bonds for
the purpose described above; and
WHEREAS, the City 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 ENACTED BY THE COUNCIL OF THE CITY OF
JEFFERSON, MISSOURI, AS FOLLOWS:
Section 1. Authorization and Sale of the Bonds. The City is hereby
authorized to issue and sell its Taxable Industrial Development Revenue Bonds (Unilever
Supply Chain, Inc. Project), Series 2011, in an aggregate principal amount not to exceed
$17,000,000, for the purpose of providing funds to pay the costs of the Project. The
Bonds shall be issued and secured pursuant to the herein authorized Trust Indenture
and shall bear such date, shall mature at such time, shall be in such denominations,
shall bear interest at such rate, shall be in such form, shall be subject to redemption,
shall have such other terms and provisions, shall be issued, executed and delivered in
such manner and shall be subject to such provisions, covenants and agreements as are
specified in the Trust Indenture upon the execution thereof, and the signatures of the
officers of the City executing the Trust Indenture shall constitute conclusive evidence of
their approval and the City's approval thereof.
Section 2. Limited Obligations. The Bonds and the interest thereon shall be
limited obligations of the City payable solely out of the payments, revenues and receipts
derived by the City from the herein authorized Lease Agreement, 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 Trust Indenture. The Bonds and interest
thereon shall not be deemed to constitute a debt or liability of the City within the
meaning of any constitutional provision, statutory limitation or City Charter provision and
shall not constitute a pledge of the full faith and credit of the City. The issuance of the
Bonds shall not, directly, indirectly or contingently, obligate the City to levy any form of
taxation therefor or to make any appropriation for their payment.
Section 3. Approval and Authorization of Documents. 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:
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(a) Trust Indenture between the City and LIMB Bank, n.a. (the "Trustee"),
pursuant to which the Bonds shall be issued and the City shall pledge and
assign the payments, revenues and receipts received pursuant to the
Lease Agreement to the Trustee for the benefit and security of the owners
of the Bonds upon the terms and conditions as set forth in the Trust
Indenture.
(b) Lease Agreement between the City and the Company, under which the City
will provide funds for the purchase and installation of the Project and lease
the Project to the Company pursuant to the terms and conditions in the
Lease Agreement, in consideration of rental payments by the Company
which will be sufficient to pay the principal of, premium, if any, and interest
on the Bonds.
(c) Bond Purchase Agreement between the City and the Company, pursuant to
which the Company agrees to purchase the Bonds.
(d) Performance Agreement between the City and the Company, pursuant to
which the City has granted the Company certain rights with respect to the
abatement of ad valorem personal property taxes on the Project in
consideration for the Company's expectation to maintain a certain level of
employment at the Project site.
Section 4. Execution of Documents. The Mayor 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 City in the manner provided in the
Indenture. 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 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 5. 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 Bonds and the City
Documents.
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Section 6. Effective Date. This Ordinance shall take effect and be in full force
and effect om and after its passage by the City Council and approval �y the Mayor.
Passed. � � Approved: S
Presidirfe M7
ATTEST: APPROVED AS TO FORM:
City Clerk City Counselor
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