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HomeMy Public PortalAbout011-2007 - Bonds - Johns MansvilleORDINANCE NO. 11-2007 ORDINANCE AUTHORIZING THE CITY OF RICHMOND, INDIANA TO ISSUE ITS "TAXABLE ECONOMIC DEVELOPMENT REVENUE BONDS OF 2007 (JOHNS MANVILLE PROJECT)" AND APPROVING OTHER ACTIONS IN RESPECT THERETO WHEREAS, the Richmond Economic Development Commission ("Commission") has rendered its Project Report for the Johns Manville Project regarding the financing of proposed economic development facilities for Johns Manville and the Report will be submitted to the Richmond Plan Commission for comment thereon; and WHEREAS, the Commission conducted a public hearing on February 5, 2007 and a Project Report on said date which Resolution and Project Report will be transmitted hereto, finding that the financing of certain economic development facilities to be constructed by Johns Manville complies with the purposes and provisions of IC 36-7- 11.9 and -12 and that such financing will be of benefit to the health and welfare of the City and its citizens; and WHEREAS, the Commission has heretofore approved and recommended the adoption of this form of Ordinance by this Common Council, has considered the issue of adverse competitive effect and has approved the forms of and has transmitted for approval by the Common Council the Loan Agreement; the Note; the Bond Purchase Agreement; and the Trust Indenture; NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF RICHMOND, INDIANA , THAT: Section 1. It is hereby found that the financing of the economic development facilities referred to in the Loan Agreement approved by the Commission and presented to this Common Council, the issuance and sale of the City of Richmond, Indiana ("City") Taxable Economic Development Revenue Bonds of Series 2007 (Johns Manville Project) ('Bonds"), the loan of the proceeds of the Bonds to Johns Manville ("Borrower") for the construction of such facilities, the payment of the Bonds from TIF Revenues (as defined in the Trust Indenture) and, to the extent TIF Revenues are not sufficient, from loan payments by the Borrower under the Loan Agreement and Note, and the securing of the Bonds under the Trust Indenture complies with the purposes and provisions of IC 36-7- 11.9 and -12 and will be of benefit to the health and welfare of the City and its citizens. The proceeds of the Bonds will be used for the financing of the economic development facilities, which will consist of the following: (1) the expansion of manufacturing buildings; (2) site improvements; (3) acquisition of equipment; and (4) the rebuilding and expansion of two manufacturing lines and the costs of issuance of the Bonds, including capitalized interest (collectively, "Projects") in, serving or benefitting the Johns Manville Economic Development Area in the City of Richmond, Indiana. The Common Council further finds, determines, ratifies and confirms that the promotion of diversification of economic development and increased investment (approximately $2,900,000 in real property and $37,200,000 in depreciable personal property) in the City, is desirable to preserve the health, safety and general welfare of the citizens of the City; and that it is in the public interest that the Commission and the Issuer take such action as they lawfully may to encourage economic development, diversification of industry and increased investment in the City. Section 2. At the public hearing held before the Commission, the Commission considered whether the Projects would have an adverse competitive effect on any similar facilities located in or near the City, and subsequently found, based on findings of fact set forth in the Resolution transmitted hereto, that the Projects would not have an adverse competitive effect. This Common Council hereby confirms the findings set forth in the Commission's Resolution, and concludes that the Projects will not have an adverse competitive effect on any other similar facilities in or near the City, and the facilities will be of benefit to the health and welfare of the citizens of the City. Section 3. The substantially final forms of the Loan Agreement; the Note; the Bond Purchase Agreement; and the Trust Indenture approved by the Commission are hereby approved (herein collectively referred to as the "Financing Agreement" referred to in IC 36-7-11.9 and -12), and the Financing Agreement shall be incorporated herein by reference and shall be inserted in the minutes of the Common Council and kept on file by the Clerk. In accordance with the provisions of IC 36-1-5-4, two (2) copies of the Financing Agreement are on file in the office of the Clerk for public inspection. Section 4. The City shall issue its Bonds in the total principal amount not to exceed $2,500,000 and maturing on February 1, 2019. The Bonds are to be issued for the purpose of procuring funds to pay the costs of the construction and acquisition of the Projects, as more particularly set out in the Trust Indenture and Loan Agreement, incorporated herein by reference, which Bonds will be payable as to principal and interest from TIF Revenues and the note payments made by the Borrower under the Loan Agreement and Note or as otherwise provided in the above described Trust Indenture. The Bonds shall be issued in fully registered form in denominations of $100,000 and integral multiples of $1,000 in excess thereof or as otherwise provided in the Trust Indenture, and shall be redeemable at any time as provided in the Trust Indenture. Payments of principal and interest are payable in lawful money of the United States of America by check mailed or delivered to the registered owners as provided in the Trust Indenture. The Bonds shall never constitute a general obligation of, an indebtedness of, or a charge against the general credit of the City nor are the Bonds payable in any manner from revenues raised by taxation except for TIF Revenues. It will use its best efforts to assist the Borrower in procuring the issuance of additional economic development revenue bonds, if such additional bonds become necessary for refunding or refinancing the outstanding principal amount of the economic development revenue bonds, for completion of the Projects and for additions to the Projects, including the costs of issuing additional bonds. Section 5. The Mayor, the Controller and the Clerk are authorized and directed to sell the Bonds to the original purchasers thereof at a price of not less than the par value thereof. The Bonds shall bear interest at a rate not to exceed 7.5%. Section 6. The Mayor, the Controller and the Clerk are authorized and directed to execute, attest, affix or imprint by any means the City seal to the documents constituting the Financing Agreement approved herein on behalf of the City and any other document which may be necessary or desirable prior to, on or after the date hereof to consummate or facilitate the transaction, including the Bonds authorized herein. The Mayor, the Controller and the Clerk are hereby expressly authorized to approve any modifications or additions to the documents constituting the Financing Agreement which take place after the date of this Ordinance with the review and advice of counsel to the City; it being the express understanding of this Common Council that the Financing Agreement is in substantially final form as of the date of this Ordinance. The approval of these modifications or additions shall be conclusively evidenced by the execution and attestation thereof and the affixing of the seal thereto or the imprinting of the seal thereon; provided, however, that no such modification or addition shall change the maximum principal amount of, interest rate on or term of the Bonds as approved by the Common Council by this Ordinance without further consideration by the Common Council. The signatures of the Mayor, the Controller and the Clerk on the Bonds may be either manual or facsimile signatures. The Clerk is authorized to arrange for delivery of such Bonds to the Trustee named in the Trust Indenture, and payment for the Bonds will be made to the Trustee named in the Trust Indenture and after such payment, the Bonds will be delivered by the Trustee to the purchasers thereof. The Bonds shall be originally dated the date of issuance and delivery thereof. Section 7. The provisions of this Ordinance and the Trust Indenture securing the Bonds shall constitute a contract binding between the City and the holders of the Bonds, and after the issuance of the Bonds, this Ordinance shall not be repealed or amended in any respect which would adversely affect the rights of such holders so long as said Bonds or the interest thereon remains unpaid. Section 8. This Ordinance shall constitute "official action" for purposes of compliance with state laws requiring governmental action as authorization for future reimbursement from the proceeds of bonds. Section 9. This Ordinance shall be in full force and effect from and after its passage and execution by the Mayor. Passed and adopted by the Common Council of the City of Richmond, Indiana, this _5th day of February, 2007. COMMON COUNCIL S/S Diana Pappin Presiding Officer Attest: S/S Monica Burns Deputy City Clerk Presented by me to the Mayor of the City of Richmond, Indiana, on the 5th day of February, 2007. S/S Monica Burns Deputy City Clerk This ordinance approved and signed by me, the Mayor of the City of Richmond, Indiana, on the 5th _ day of February, 2007. S/S Sally Hutton Mayor