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HomeMy Public PortalAbout018-1983 - Revenue Bonds - Amedco Casket StampingORDINANCE NO. 18-1983 AN ORDINANCE AUTHORIZING THE CITY OF RICHMOND, INDIANA, TO ISSUE.ITS "CITY OF RICHMOND ECONOMIC DEVELOPMENT REVENUE BOND, SERIES 1983 (AMEDCO STEEL INC. d/b/a AMEDCO CASKET STAMPING CO. PROJECT)", LEND THE PROCEEDS THEREOF TO AMEDCO STEEL INC. d/b/a AMEDCO CASKET STAMPING CO. AND APPROVING AND AUTHORIZING OTHER ACTIONS IN RESPECT THERETO WHEREAS, the City of Richmond, Indiana (the "City"), is a municipal corporation and political subdivision of the State of Indiana and by virtue of Ind. Code §§ 36-7-12-1 et sec., as amended (the "Act"), is authorized and empowered to adopt this Ordinance (the "Ordinance") and to carry out its provisions; and WHEREAS, Amedco Steel Inc. d/b/a Amedco Casket Stamping Co., an Oklahoma corporation (the "Borrower"), has agreed to acquire certain premises located at 620 South "J" Street, Richmond, Indiana, together with all machinery and equipment located thereon necessary to its operation (the "Project") if the City will finance a portion of the cost of such acquisition with the proceeds from the sale of the City of Richmond Economic Development Bond, Series 1983 (Amedco Steel Inc. d/b/a Amedco Casket Stamping Co. Project) in the principal amount of $1,600,000 (the "Bond"); and WHEREAS, the Richmond Economic Development Commission has performed all actions required of it by the Act preliminary to the adoption of this Ordinance and has approved and forwarded to this Common Council the forms of (1) a Bond Purchase and Loan Agreement (the "Financing Agreement") dated as of May 1, 1983, among the City, the Borrower and Mark Twain National Bank in its commercial lending capacity (the "Bank"), providing for the issuance and sale of the Bond by the City to the Bank, and a loan by the City to the Borrower of the proceeds from the sale of the Bond; (2) the promissory note or notes of the Borrower ("Borrower's Note") dated as of May 1, 1983, in the principal amount of $1,600,000 made by the Borrower to the City and endorsed to the Bank to evidence the City's loan of the proceeds of the Bond to the Borrower; (3) the Bond; (4) the Mortgage and Security Agreement (the "Mortgage") dated as of May 1, 1983, from the Borrower and the City to the Bank to secure the Bond; (5) a Bond Guaranty Agreement dated as of May 1, 1983; and (6) this Ordinance (the foregoing documents are hereinafter referred to, collectively, as the "Loan Documents"). NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF RICHMOND, INDIANA, THAT: Section 1. Findings; Public Benefits. The Common Council of the City hereby finds and determines that the Project is an "economic development facility" as that phrase is used in the Act; that the acquisition, construction and equipping of the Project will increase employment opportunities and increase diversification of economic development in and near the City, will improve and promote the economic stability, development -2- and welfare of the area in and near the City, will encourage and promote the expansion of industry, trade and commerce in the area in and near the City and the location of other new businesses in such area; and that the public benefits to be accomplished by this Ordinance, intending to overcome insuffi- cient employment opportunities and insufficient diversification of industry, are greater than the cost of public services (as that phrase is used in the Act) which will be required by the Project. Section 2. Authorization of the Bond. In order to pay a portion of the cost of the Project, the Bond is hereby author- ized to be issued, sold and delivered. Any additional costs of the Project will be paid for by the Borrower. Section 3. Terms of the Bond. The Bond shall (i) be in the total principal amount of $1,600,000, (ii) be dated May 1, 1983, (iii) be executed at or prior to the Closing Date by the manual or facsimile signatures of the Mayor and Clerk of the City, (iv) bear interest from the date thereof at the rate or rates per annum not to exceed 70% of the Prime Rate, provided however, that in the event of a Determination of Taxability and upon maturity whether by acceleration or otherwise, the Bond shall bear interest equal to the Prime Rate per annum, however, in no event shall such interest rate exceed 22%. (v) be pay- able as to interest in semi-annual installments on the lst day of May and November commencing November 1, 1983 and con- tinuing to May 1, 1983, (vi) mature and be payable serially as -3- provided in the Bond but not later than May 1, 1993, (vii) be issuable in such denominations as may be requested by the Bank, (viii) be issuable in fully registered form or, if permitted by law, to bearer, (ix) be payable through such medium and at such places as provided therein, (x) be subject to optional and mandatory redemption as provided in the Financing Agreement, and (xi) be delivered at such time or times and in such amounts as may be authorized by the Financing Agreement. The Bond and the interest thereon do not and shall never constitute an indebtedness of, or a charge against the general credit or taxing power of the City, but are limited obligations of the City payable soley from revenues and other amounts derived from the Loan Documents. Forms of the Loan Documents are before this meeting and are by this reference incorporated in this Ordinance, and the Clerk is hereby directed to insert them into the minutes of the Common Council and to keep them on file. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Financing Agreement. Section 4. Sale of the Bond. The Mayor and the Clerk are hereby authorized and directed to sell the Bond to or upon the order of the Bank, pursuant to the Financing Agreement, payment of which shall be made to the City under the Financing Agree- ment. -4- Section 5. Financing Agreement. In order to provide for the commitment of the City to sell the Bond, of the Bank to purchase the Bond, and to provide for the loan of the proceeds of the Bond to the Borrower and the payment, by the Borrower, of amounts sufficient to pay the principal of, premium, if any, and interest of the Bond, the Mayor and the Clerk shall execute and deliver in the name of and on behalf of the City, the Financing Agreement in substantially the form submitted to this Common Council, which is hereby approved in all respects. Section 6. Acceptance of Borrcwer's Note. In connection with the issuance and sale of the Bond, the City accepts as security for the Bond the Borrower's Note. The Borrower's Note shall be in substantially the form submitted to this Common Council and is hereby approved in all respects. The Mayor and Clerk shall endorse the Borrower's Note to the Bank. Section 7. Security for the Bond. In order to provide security for the Bond and to assign the City's rights under the Financing Agreement, the Mayor and Clerk shall execute and deliver, on behalf of the City, the Mortgage in substantially the form submitted to this Common Council, which is hereby approved in all respects. Section 8. Execution. The Mayor and the Clerk are hereby authorized to execute and deliver, on behalf of the City, the -5- Bond, the Financing Agreement, the Mortgage and endorse the Borrower's Note to the Bank. The Mayor and Clerk are hereby authorized, without further approval of this Common Council or the City's Economic Development Commission to approve such changes in the Loan Documents as may be permitted by Act, such approval to be conclusively evidenced by their execution thereof. Section 9. General. The Mayor and the Clerk be and they are each hereby authorized and directed, in the name and on behalf of the City, to execute any and all other agreements, documents, and instruments, perform any and all other acts, approve any and all matters, and do any and all things deemed by them, or either of them, to be necessary or desirable in order to carry out and comply with the intent, conditions and purposes of this Ordinance (including the preambles hereto and the documents mentioned herein), the acquisition, construction and equipping of the Project by the Borrower, the issuance and sale of the Bond, and the securing of the Bond under the Loan Documents. Section 10. Binding Effect. The provisions of this Ordinance and the Loan Documents to which the City is a party shall constitute a binding contract between the City and the holders of the Bond, and after issuance of the Bond this Ordinance shall not be repealed or amended in any respect which would adversely affect the rights of*the holders of the Bond as long as the Bond or interest thereon remains unpaid. Section 11. Repeal. All ordinances or parts of ordinances in conflict herewith are hereby repealed. Section 12. Effective Date. This Ordinance shall be in full force and effect immediately upon its adoption by the Common Council and approval by the Mayor. Section 13. Incorporation. Two copies of the loan documents incorporated into this ordinance were duly filed in the office of the Clerk of the City and are available for public inspection in accordance with Indiana Code Section 36-1-5-4. Section 14. Approval. This ordinance was adopted by the Common Council of the city after notice in public hearing occurred in conformity with applicable Indiana law in Section 103 (K)(2) of the Indiana Revenue Code of 1954, as amended (the "Code"), and constitute and evidences the formal approval of the issuance of the Bond by the Common Council of the city as the legislative body of the city. Section 15. Election. The City elects to have the provisions of Section 103 (b)(6)(D) of the Code applied to the Bond -7- and the Mayor and Clerk, or either of them, are hereby autho- rized, empowered and directed to file or cause to be filed such election with the Internal Revenue Service for and on behalf of the City, as issuer of the Bond. PASSED BY THE COMMON COUNCIL of the City of Richmond, Indiana, on the,=fh day of 1983, and on said date signed by the Presiding Officer of the Common Council and attested by the Clerk. Presiding Officer Att JoEl en Trimble, Clerk PRESENTED by me, the undersigned Clerk of the City of Richmond, Indiana, to the Mayor of said City, this Z164 day of 1983, at f" ,3-s— o'clock .m. , for his consideration and action thereon. JoE Isn Trimble, Clerk HAVING EXAMINED the foregoing Ordinance and the minutes of the public hearing at which it was adopted, I do now, as Mayor of the City of Richmond, the chief elected executive, hereby approve the Ordinance, the issuance of the Bond authorized thereby, and return the same to the Clerk this day of 1983 at �� -� �� o' clock ,j,.m. C1' ord46ickman, Mayor I=