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HomeMy Public PortalAbout102-1996- ORDINANCE AUTHORIZING THE CITY OF RICHMOND TO ISSUE IORDINANCE NO. ORDINANCE AUTHORIZING THE CITY OF RICHMOND TO ISSUE ITS "ADJUSTABLE RATE ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 1996 (HOLLAND COLORS AMERICAS INC. PROJECT)" AND APPROVING OTHER ACTIONS IN RESPECT THERETO WHEREAS, the Richmond Economic Development Commission has rendered its Project Report regarding the financing of proposed economic development facilities for Holland Colors Americas Inc. to the Richmond Plan Commission; and WHEREAS, the Richmond Economic Development Commission conducted a public hearing on October 7, 1996 before the Commission, and adopted a Resolution on October 7, 1996, which Resolution has been transmitted hereto, finding that the financing of certain economic development facilities for Holland Colors Americas Inc. complies with the purposes and provisions of I.C. 36-7-11.9 and 12 and that such financing will be of benefit to the health and welfare of the City of Richmond and its citizens; and WHEREAS, the Richmond Economic Development 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 Placement Agreement; the Trust Indenture; and the Preliminary Private Placement Memorandum; now, therefore BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF RICHMOND, INDIANA THAT: 427077 Section 1. It is hereby found that the financing of the economic development facilities referred to in the Loan Agreement approved by the Richmond Economic Development Commission and presented to this Common Council, the issuance and sale of the City of Richmond, Indiana Adjustable Rate Economic Development Revenue Bonds, Series 1996 (Holland Colors Americas Inc. Project) (the "Bonds"), the loan of the proceeds of the Bonds to Holland Colors Americas Inc. (the "Borrower") for the acquisition, construction and equipping of such facilities, the payment of the Bonds by the note payments of the Borrower under the Loan Agreement and Note, the issuance of a letter of credit to secure the payment of interest on or principal of the Bonds, and the securing of such Bonds under the Trust Indenture complies with the purposes and provisions of I.C. 36-7-11.9 and 12 and will be of benefit to the health and welfare of the City of Richmond and its citizens. Section 2. The economic development facilities will consist of the acquisition, construction and equipping of an approximate 30,000 square foot addition to the existing manufacturing facilities of the Borrower, to be used in the manufacturing of encapsulated color pigment used primarily in the plastics industry, located at 1501 Progress Drive, Richmond, Indiana (the "Project"). Section 3. At the public hearing held before the Richmond Economic Development Commission, the Commission considered whether the economic development facilities would have an adverse competitive effect on any similar facilities located in or near Richmond, and subsequently found, based on special findings of fact set forth in the Resolution transmitted hereto, that the facilities 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 4279n -2- economic development facilities will not have an adverse competitive effect on any other similar facilities in or near the City of Richmond, and the facilities will be of benefit to the health and welfare of the citizens of the City of Richmond. Section 4. The substantially final forms of the Loan Agreement; the Note; the Bond Placement Agreement; the Preliminary Private Placement Memorandum; and the Trust indenture approved by the Richmond Economic Development Commission are hereby approved (herein collectively referred to as the "Financing Agreement" referred to in T.C. 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 I.C. 36-1-5-4, two (2) copies of the Financing Agreement are on file in the office of the Clerk for public inspection. Section 5. The City of Richmond shall issue its Bonds in the total principal amount not 200 to exceed $2,OW,000 and maturing no later than twelve (12) years from the date of the first principal payment thereon. Such Bonds are to be issued for the purpose of procuring funds to pay the costs of acquisition, construction and equipping of the economic development facilities as more particularly set out in the Trust Indenture and Loan Agreement, incorporated herein by reference, which Bonds will be payable as to principal, premium, if any, and interest from 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 or $5,000 integral multiples in excess thereof or as otherwise provided in the Trust. Indenture, and shall be redeemable as provided in Article IV of the Trust Indenture. Payments of principal and interest are payable in lawful money of the United States 42707 -3- of America by check or draft mailed or delivered to the registered owners or by wire transfer to an owner holding Bonds in the amount of at least $1,000,000, if requested by such owner, 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 of Richmond nor are the Bonds payable in any manner from revenues raised by taxation. Section 6. The Mayor and Clerk are authorized and directed to sell the Bonds to the original purchasers thereof at the price of 100 % of the principal amount thereof. The Bonds shall bear interest at the rates per annum established pursuant to Section 2.03 of the Trust Indenture, provided that the interest rate on the Bonds shall not exceed the Maximum Rate, as such term is defined in the Trust Indenture. The Placement Agent, Banc One Capital. Corporation, shall be entitled to a placement fee not to exceed 1 % of the face amount of the Bonds. Section 7. The Mayor and 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 Preliminary Official Statement may be converted to a final Official Statement upon approval of the changes and modifications by Issuer's Counsel and further the distribution thereof in connection with the sale of the Bonds is hereby approved. The Mayor and Clerk are hereby expressly authorized to deem the Preliminary Private Placement Memorandum relating to issuance of the Bonds as nearly final and the distribution of the nearly final Private Placement Memorandum is hereby approved. The Mayor and Clerk azro'n -4- 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 such Financing Agreement is in substantially final form as of the date of this Ordinance. The approval of such 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 and 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 8. The provisions of this Ordinance and the Trust Indenture securing the Bonds shall constitute a contract binding between the City of Richmond and the holders of the Bonds, and after the issuance of such Bonds, this Ordinance shall not be repealed or amended in any respect which would adversely affect the rights of such holders so long as such Bonds or the interest thereon remains unpaid. Section 9. The City of Richmond, Indiana hereby elects to issue the Bonds pursuant to the $10,000,000 small issue exemption set out in Section 144(a)(4) of the Internal Revenue Code of 1986, as amended. az7an -5- Section 10. This Ordinance skull be in full force and effect from and after its passage. Passed and adopted this 7th day of October, 1996. RICHMOND COMMON COUNCIL Presiding Officer (SEAL) Attest: Cler Presented by me to the Mayor of the City of Richmond, on the 2day of October, 1996. Approved and signed by the Mayor c 1996. 4270rn -6- DISPOSITION OF ORDINANCE NO. 19 '19 6 RESOLUTION NO. - 19 by Common Council Ordinance Na./— Resolution No. Date - 3 Elstro Lundy Wissel Stamper Welch Parker Aller Dickman Hutton Susp. rules 1 st reading Title Only Second Move to 2nd reading Second Engrossment Secaxf r/ i Susp.rules 3rd reading 5ecorld - f Passage c� Rejection Date Passed COMMrrTEE ASSIGNMENTS: Committee Date i