HomeMy Public PortalAbout135-1996 - ORDINANCE AUTHORIZING THE ISSUANCE OF NOT TO EXCEEDORDINANCE NO. / ' 1
AN ORDINANCE AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $920,000 AGGREGATE PRINCIPAL AMOUNT OF ECONOMIC
DEVELOPMENT REVENUE BONDS, SERIES 1996 (PRODUCTIVITY
FABRICATORS, INC. PROJECT) OF THE CITY OF RICHMOND,
INDIANA, THE PROCEEDS OF WHICH SHALL BE LOANED TO THE
JON R. ODOM TRUST AND THE CONNIE E. ODOM TRUST TO
FINANCE THE ACQUISITION, CONSTRUCTION, INSTALLATION
AND EQUIPPING OF AN ECONOMIC DEVELOPMENT FACILITY FOR
LEASE TO PRODUCTIVITY FABRICATORS, INC.; PROVIDING FOR
THE PLEDGE AND ASSIGNMENT OF REVENUES FOR THE
PAYMENT OF SAID BONDS; AUTHORIZING A BOND PURCHASE
AND LOAN AGREEMENT WITH RESPECT TO THE BONDS AND
LEASE AGREEMENT WITH RESPECT TO THE PROJECT; AND
AUTHORIZING OTHER ACTIONS IN CONNECTION WITH THE
ISSUANCE OF SUCH BONDS.
WHEREAS, the City of Richmond, Indiana (the "Issuer"), is a municipal corporation and
political subdivision of the State of Indiana, and by virtue of the constitution and laws of the State,
including Indiana Code, Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended (the
"Act"), is authorized and empowered, among other things, to (a) provide funds for the acquisition,
construction, installation and equipping of economic development facilities; (b) issue its revenue
bonds for the purpose set forth herein; (c) secure such revenue bonds by a pledge and assignment of
revenues and other documents as provided for herein; and (d) enact this Ordinance (the 'Bond
Ordinance"), execute the Loan Agreement (hereinafter identified) and all other documents to be
executed by it, upon the terms and conditions provided therein; and
WHEREAS, the City Council of the Issuer (the "City Council") has found and determined, and
does hereby confirm, that the economic development facilities to be acquired with the proceeds of
the Bonds herein authorized will increase business opportunities within the City of Richmond,
Indiana, and will be to the benefit of the health and general welfare of the citizens of Richmond,
Indiana,, and that the Issuer, by assisting with the financing of such economic development facilities
through the issuance of revenue bonds in the aggregate principal amount not to exceed $920,000, will
be acting in a manner consistent with and in furtherance of the provisions of the Act; and
WHEREAS, pursuant to a Bond Purchase and Loan Agreement (the "Loan Agreement"), dated
the date of issuance of the Bonds, among the Issuer, the Jon R. Odom Trust and the Connie E. Odom
Trust (collectively, the `Borrower"), and Peoples Loan and Trust Bank, an Indiana banking
corporation (the "Original Purchaser"), the Issuer proposes to issue an amount not to exceed
$920,000 of its Economic Development Revenue Bonds, Series 1996 (Productivity Fabricators, Inc.
Project) to provide funds for the acquisition, construction, installation and equipping of an
approximately 40,000 square foot building, together with machinery and equipment to be utilized
therein, on one of two alternate sites consisting of (a) approximately 20 acres of land located at 2302
FLESURKU 19728.1
Flatley Road, Richmond, Indiana 47374, or (b) approximately 20 acres of land located at 2790 N.W.
"L" Street, Richmond, Indiana 47374 (the "Project"), by lending such funds to the Borrower pursuant
to the Loan Agreement which prescribes the terms and conditions under which the Borrower shall
repay such loan and pursuant to which the Borrower will execute and deliver to the Issuer its
promissory note (the "Project Note") in the principal amount equal to the aggregate principal amount
of the Bonds; and
WHEREAS, the Borrower will lease the real and personal property constituting the Project to
Productivity Fabricators, Inc. (the "Lessee") pursuant to a written lease agreement (the "Lease
Agreement") for use by the Lessee as an economic development facility within the meaning of the
Act; and
WHEREAS, it is determined by the Issuer that the amount necessary to finance the costs of or
related to the acquisition, construction, installation and equipping of the Project, will require the
issuance, sale and delivery of not to exceed $920,000 aggregate principal amount of Economic
Development Revenue Bonds, Series 1996 (Productivity Fabricators, Inc. Project) (the "Bonds");
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL that:
Section 1. Definitions. In addition to the words and terms defined in this Bond Ordinance,
the words and terms used in this Bond Ordinance shall have the meanings set forth in the Loan
Agreement, the Project Note and in the form of the Bonds unless the context or use indicates another
or different meaning or intent, which forms are before this meeting, are hereby incorporated by
reference in this Bond Ordinance and the Clerk of the Issuer is hereby directed to insert them into the
minutes of the Issuer and to keep them on file as specified in Section 12 hereof.
Any reference herein to the Issuer, or to any officers thereof, shall include those which succeed
to their functions, duties or responsibilities pursuant to or by operation of law or who are lawfully
performing their functions.
Unless the context shall otherwise indicate, words importing the singular number shall include
the plural number, and vice versa, and the terms "hereof;" "hereby," "hereto," "hereunder," and similar
terns, mean this Bond Ordinance.
Section 2. Determination of Issuer. At meetings open to the public held on September 9,
1996 and December 16, 1996 by the Richmond Economic Development Commission (the
"Commission"), the Commission adopted a Report and Findings of Fact, finding, among other things,
that the proposed financing will be of benefit to the health and general welfare of the citizens of
Richmond, Indiana and complies with the provisions of the Act. The City Council hereby
acknowledges the Commission's Report and Findings of Fact.
At. a meeting open to the public held on December 16, 1996 by the Commission, the
Commission adopted a Resolution and the Issuer has received from the Commission such Resolution
wherein the Commission finds that the proposed financing will be of benefit to the health and general
RESUM1197M.1 -2-
welfare of the citizens of Richmond, Indiana and that the proposed financing complies with the
provisions of the Act, and further recommending this form of Bond Ordinance for approval by this
City Council.
Based upon the Report, Findings of Fact and Resolution of the Commission, the Issuer hereby
finds and determines that the financing approved by the Commission in such Resolution will be of
benefit to the health and general welfare of the citizens of Richmond, Indiana and complies with the
provisions of the Act.
Pursuant to the provisions of Indiana Code 36-7-12-24(a) and Section 147(f) of the Internal
Revenue Code of 1986, as amended (the "Code"), the Commission held a public hearing at 4.-00 p.m.
on Monday, December 16, 1996 regarding the Project wherein in any persons desiring to speak for
or against the Project were given a reasonable opportunity to express their views, both orally and in
writing.
Section 3. Authorization of the Bonds. It is hereby determined to be necessary to, and the
Issuer shall, issue, sell and deliver, as provided and authorized herein and pursuant to the authority
of the Act, Bonds in the maximum aggregate principal amount of not to exceed $920,000, designated
as "City of Richmond, Indiana Economic Development Revenue Bonds, Series 1996 (Productivity
Fabricators, Inc. Project)," the proceeds of which will be held by the Original Purchaser under the
Loan Agreement and used to make a loan to the Borrower to pay the cost of the acquisition,
construction, installation and equipping of the Project, which Project will be leased to the Lessee for
use as an economic development facility within the meaning of the Act.
Section 4. Terms and Execution of the Bonds. The Bonds shall be issued as fully registered
Bonds, without coupons, in the denominations set forth in the Loan Agreement, numbered
consecutively as set forth in the Loan Agreement, and shall be payable at the office of the Original
Purchaser and mature as provided in the Loan Agreement. The Bonds shall have such terms, bear
such interest rates (but in no event in excess of 1 S% per annum), and be subject to mandatory and
optional redemption as provided in the Loan Agreement heretofore presented to the Issuer. The
Bonds shall be executed on behalf of the Issuer by the manual or facsimile signatures of the Mayor
of the Issuer and the Clerk of the Issuer, and the sea] of the Issuer shall be impressed thereon or a
facsfinile of such seal placed thereon. In case any officer whose signature or a facsimile thereof shall
appear on the Bonds shall cease to be such officer before the issuance or delivery of the Bonds, such
signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as
if he had remained in office until after that time.
The form of the Bonds submitted to this meeting, subject to appropriate insertions and revisions
in order to comply with the provisions of the Loan Agreement, be and the same is hereby approved,
and when the same shall be executed on behalf of the Issuer by the appropriate officers thereof in the
manner contemplated by the Loan Agreement in an aggregate principal amount not to exceed
$920,000 shall represent the approved form of Bonds of the Issuer.
RESVRKLI19729.1 -3-
The Bonds are special, limited obligations of the Issuer payable solely from payments of
principal of, premium, if any, and interest on the Bonds made by the Borrower under the Project Note
and the Loan Agreement except to the extent that the principal of, premium, if any, and interest on
the Bonds may be paid out of money attributable to Bond proceeds or from temporary investments
thereof.
Section S. Arbitrage Provisions. Subject to the obligations of the Borrower and the Lessee
set forth in the Loan Agreement, the Tax Compliance Certificate and the Principal User's Tax
Compliance Certificate, the Issuer will use its best efforts to restrict the use of the proceeds of the
Bonds in such a manner and to expectations at the time the Bonds are delivered to the purchasers
thereof, so that they will not constitute arbitrage bonds under Section 148 of the Code and the
regulations prescribed under that Section. The Mayor of the Issuer and the Clerk of the Issuer, or
any other officer having responsibility with respect to the issuance of the Bonds, are authorized and
directed, alone or in conjunction with any of the foregoing, or with any other officer, employee,
consultant or agent of the Issuer, to deliver a certificate for inclusion in the transcript of proceedings
for the Bonds, setting forth the facts, estimates and circumstances and reasonable expectations
pertaining to said Section 148 and regulations thereunder. The Clerk, or other appropriate officer
of the Issuer, shall furnish to the Original Purchaser a true transcript of proceedings, certified by said
officer, of all proceedings had with reference to the issuance of the Bonds, along with such
information for the records as is necessary to determine the regularity and validity of the issuance of
the Bonds.
Section 6. Loan Agreement Project Note, Lease Agreement and all other Documents to be
Executed or Accepted b, the Issuer. In order to better secure the payment of the principal of,
premium, if any, and interest on the Bonds as the same shall become due and payable, the Mayor of
the Issuer and the Clerk of the Issuer are authorized and directed to execute, acknowledge and
deliver, in the name and on behalf of the Issuer, the Loan Agreement and the Project Note, and all
other material documents and assignments to be executed or accepted by it in substantially the forms
submitted to the City Council, which are hereby approved, with such changes therein not inconsistent
with this Bond Ordinance and not substantially adverse to the Issuer as may be permitted by the Act
and approved by the officers executing the same on behalf of the Issuer without further approval of
the City Council or of the Commission if such changes do not affect terms set forth in I.C.
36-7-1 2?(a)(1) through (a)(11). The approval of such changes by such officers to the extent such
are not substantially adverse to the Issuer, shall be conclusively evidenced by the execution or
acceptance of receipt of any of the foregoing documents by such officers.
The Issuer hereby approves the Lease Agreement in substantially the form submitted to the
Issuer, in connection with the issuance, sale and delivery of the Bonds.
Section 7. Covenants of the Issuer. In addition to other covenants of the Issuer in this Bond
Ordinance,, the Issuer further covenants and agrees as follows:
(a) Payment of Principal,Premium and Interest. The Issuer will, solely from the sources
herein provided, pay or cause to be paid the principal of, premium, if any, and interest on each and
RFSUM1 f9729.f �-
i
all Bonds on the dates, at the places and in the manner provided herein and in the Bonds, and in all
other documents referred to herein.
(b) Performance of Covenants Authoft and Actions. The Issuer will at all times faithfully
observe and perform all agreements, covenants, undertakings, stipulations and provisions contained
in the Loan Agreement executed and delivered, or received, under this Bond Ordinance, and in all
other proceedings of the Issuer pertaining to the Loan Agreement. The Issuer warrants and
covenants that it is, and upon delivery of the Bonds will be, duly authorized by the laws of the State
of Indiana, including particularly and without limitation, the Act, to issue the Bonds and to execute
the Loan Agreement, and all other documents to be executed or received by it, to provide the security
for payment of the principal of, premium, if any, and interest on the Bonds in the manner and to the
extent herein set forth; that all actions on its part for the issuance of the Bonds and execution or
acceptance and delivery of the Loan Agreement and all other documents to be executed or accepted
by it have been or will be duly and effectively taken; and that the Bonds will be valid and enforceable
special, limited obligations of the Issuer according to the terms thereof. Each provision of this Bond
Ordinance, each Bond and all other documents to be executed by the Issuer is binding upon such
officer of the Issuer as may from time to time have the authority under law to take such actions as
may be necessary to perform all or any part of the duty required by such provision; and each duty of
the Issuer and of its officers and employees undertaken pursuant to such proceedings for the Bonds
and all other documents to be executed by the Issuer is established as a duty of the Issuer and of each
such officer and employee having authority to perform such duty.
Section S. No Personal Liabilit�r. No recourse under or upon any obligation, covenant,
acceptance or agreement contained in this Bond Ordinance, or in the Bonds, the Loan Agreement,
or under any judgment obtained against the Issuer or by the enforcement of any assessment or by any
legal or equitable proceeding by virtue of any constitution or statute or otherwise, or under any
circumstances, under or independent of the Loan Agreement, shall be had against any member,
director, or officer or attorney, as such, past, present, or future, of the Issuer, either directly or
through the Issuer, or otherwise, for the payment for or to the Issuer or any receiver thereof, or for
or to any low of the Bps, secured thereby, or otherwise, of any sum that may be due and unpaid
by the issuer upon any of such Bonds. Any and all personal liability of every nature, whether at
common law or in equity, or by statute or by constitution or otherwise, of any such member, director,
or officer or attorney, as such, to respond by reason of any act or omission on his or her part, or
otherwise, for, directly or indirectly, the payment for or to the Issuer or any receiver thereof, or for
or to any owner or holder of the Bonds, or otherwise, of any sum that may remain due and unpaid
upon the Bonds hereby secured or any of them, shall be expressly waived and released as a condition
of and consideration for the execution and delivery of the Loan Agreement and the issuance of the
Bonds.
Section 9. No Debt or Tax Pledge. The Bonds shall not constitute a debt or pledge of the
faith and credit of the State or any political subdivision thereof, and the holders or owners thereof
shall have no right to have taxes levied by the State or taxing authority of any political subdivision
for the payment of the principal thereof or interest thereon. Moneys raised by taxation shall not be
obligated or pledged for the payment of principal of or interest on the Bonds, and the Bonds shall be
payable solely from the revenues and security interests pledged for their payment as authorized by
the Loan Agreement.
Section 10. Severability. If any section, paragraph or provision of this Bond Ordinance shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this Bond
Ordinance.
Section 11. Repeal of Conflicting Ordinances and Resolutions. All ordinances, resolutions
and orders, or parts thereof in conflict with the provisions of this Bond Ordinance are, to the extent
of such conflict, hereby repealed.
Section 12. Public Inspection. A copy of the Loan Agreement and the form of the City of
Richmond, Indiana Economic Development Revenue Bonds, Series 1996 (Productivity Fabricators,
Inc. Project) are on file in the office of the Clerk of the Issuer for public inspection.
Section 13. Com fiance with Open Door Law. It is hereby determined that all formal actions
of the City Council relating to the adoption of this Bond Ordinance were taken in an open meeting
of the City Council, that all deliberations of the City Council and of its committees, if any, which
resulted in formal action, were in meetings open to the public, and that all such meetings were
convened, held and conducted in compliance with applicable legal requirements, including Indiana
Code 5-14-1.5, et seg., as supplemented and amended.
Section 15. Effective Date. This Bond Ordinance shall be in full force and effect upon
compliance with Indiana Code 36-4-6 et seq.
The foregoing was passed by the City Council this ]_ day of December, 1996.
Geneva Allen, President, ity Council
City of Richmond, Indiana
ATTEST:
o a Schroeder, erk
City of Richmond, Indiana
REs11RK\11972&1 -6
Presented by me to the Mayor of the City of Richmond, Indiana this I day of December,
1996, at
ANo Schroeder, Clerk
City of Richmond, Indiana
Approved and signed by me, Dennis Andrews, Mayor of the C' o chmond, Indiana this
` day of December, 1996 at m.
City of Richmond,
TTEST:
No a Schroeder, Crty Clerk
City of Richmond, Indiana
STATE OF INDIANA )
)SS:
COUNTY OF WAYNE )
I, Norma Schroeder, Clerk of the City of Richmond, Indiana, do hereby certify the above and
foregoing is a full, trye, and complete copy of Q�-dNvnox"C-eNo. 1 -S'5 _ _ passed by the City
Council on the I day of December, 1996, by a vote of AYES and NAYS, which
was signed by the President of the City Council op the day of December, 1996 and was
approved and signed by the Mayor on the _C� - day of December, 1996, and now remains on
file and on record in my office.
WITNESS my hand and the official seal of the City of Richmond, Indiana, this 1 day
of December, 1996.
No Schroeder, C erk
City of Richmond, Indiana
AESURK%119728.1 - `-
Ordinance No. L�
Resolution No.
Date
Elstro
Lundy
Wissel
Stamper
Welch
Parker
Allen
Dickman
Hutton
Susp. rules 1 st reading
Title Only
Secorxi
Move to 2nd reading
Second
Engrossment
Second
I
Susp.rules 3rd reading
Second
Passage
Rejection
Date Passed
COMMITTEE ASSIGNMENTS:
Committee Date