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HomeMy Public PortalAbout11-15-2010 - INDY-2533090-v2-City_of_Richmond_PerpMINUTES OF A SPECIAL MEETING OF THE RICHMOND ECONOMIC DEVELOPMENT COMMISSION NOVEMBER 1, 2010 The Richmond Economic Development Commission (the "Commission ") held a meeting at 6:00 p.m. on November 15, 2010, in the 3rd Floor, Common Council Chambers, located at the Municipal Building, 50 North 5th Street, Richmond, Indiana, notice of the time and place thereof having been duly given to the Commission members by the Secretary. The Commission members were present or absent as follows: Present: Anne Fennimore, Steve Rabe, Bruce Linginfelter, Bing Welch, Jason Whitney Absent: None ELECTION OF OFFICERS: Mr. Whitney nominated Mr. Welch to serve as Chair, supported by Mr. Rabe. Upon a vote viva voce, the motion passed. Mr. Linginfelter nominated Mr. Rave to serve as Co- chair, supported by Ms. Fennimore. Upon a vote viva voce, the motion passed. The following business was conducted: Consideration was given to a request by Perpetual Recycling Solutions, LLC (the "Borrower ") for the financing of an economic development facility by the City of Richmond, Indiana (the "City "). A discussion was had as to the proposal of the Borrower concerning the financing of the acquisition, retro- fitting and equipping of an existing manufacturing facility located at 1561 Northwest 11th Street in the City (the "Project "). The Secretary then presented a proposed Report of the Commission entitled "Report of the Richmond Economic Development Commission Concerning the Proposed Financing of an Economic Development Facility for Perpetual Recycling Solutions, LLC" as attached hereto. After consideration of the proposed report, upon motion duly made by Commissioner Welch and seconded by Commissioner Rabe, the report was approved and adopted by the following vote: Ayes: Ann Fennimore, Steve Rabe, Bruce Linginfelter, Bing Welch, Jason Whitney Nays: None Abstaining: None And upon motion duly made, seconded and carried, the Secretary of the Commission was instructed to submit a copy of the report to the Director of the Wayne County Plan Commission for comments, if any. 1/2533090.2 The Secretary then presented proof of publication of Notice of Public Hearing published on October 15, 2010, of a public hearing for this date before the Commission regarding the issuance of one or more series of taxable and tax exempt bonds as Qualified Midwestern Disaster Area Bonds for financing the Project. The public was invited to comment thereon as to the public purpose of said financing and as to any adverse competitive effect that it might have. No adverse comment was offered by members of the public, but representatives of the Borrower presented facts regarding the creation or retention of employment and on the issue of adverse competitive effect. After all comments were heard and considered, the Secretary presented the forms of the Indenture and Loan Agreement and the proposed form of Ordinance (such documents together to be considered the Financing Agreement referred to in the Indiana Code, Title 36, Article 7, Chapter 11.9 and 12). After a discussion and upon motion duly made by Commissioner Whitney, seconded by Commissioner Fennimore, and, on call of the roll, carried by a majority vote, the resolution attached hereto was adopted. There being no further business to come before the meeting, the meeting was thereupon adjourned. S/S Karen Chasteen_ Secretary, Karen Chasteen, IAMC, MMC Approved: S/S Bing Welch President, Bing Welch 1/2533090.2 - 2 - RESOLUTION NO. 12010 RICHMOND ECONOMIC DEVELOPMENT COMMISSION RICHMOND, INDIANA WHEREAS, relieving conditions of unemployment and underemployment, and encouraging economic development of the community to reduce the evils associated with unemployment and underemployment are essential to the health, safety and welfare of the City of Richmond, Indiana (the "City ") and its citizens; and WHEREAS, the City, is authorized by I.C. 36 -7 -11.9 and 12 (collectively, the "Act ") to issue one or more series of taxable or tax exempt bonds for the financing of an economic development facility, and the funds from said financing to be used for the acquisition, retro- fitting and equipping of the facility; and WHEREAS, Wayne County, Indiana ( "County "), in which the Project (as defined below) is located has been declared a Midwestern Disaster Area under Section 702(b) of the Heartland Disaster Tax Relief Act of 2008; and WHEREAS, the Governor of Indiana's duly authorized designee (the "Governor "), has designated Perpetual Recycling Solutions, LLC (the "Borrower ") as a "person carrying on a trade or business replacing a trade or business with respect to which another person suffered such a loss "; and WHEREAS, pursuant to the determination of the Governor's duly authorized designee, that an award of volume to the Projects provided assistance to areas where such assistance is most needed, the Indiana Finance Authority allocated $26,000,000 in Midwestern Disaster Area Bond Volume to the Project; and BE IT RESOLVED BY THE RICHMOND ECONOMIC DEVELOPMENT COMMISSION THAT: Section 1. It finds that the proposed financing of the economic development facility referred to in the Indenture and Loan Agreement as presented to this meeting for the Borrower as taxable and tax - exempt bonds, in one or more series aggregating an amount not to exceed $26,000,000, 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 and its citizens. Section 2. The financing of the economic development facility will consist of, among other things, the acquisition, retro- fitting and equipping of an existing manufacturing facility located at 1561 Northwest 11th Street in the City (the "Project ") for use by the Borrower. Section 3. The forms of the Indenture and Loan Agreement and a proposed form of Ordinance for the Common Council presented to this meeting are hereby approved. While it is understood that the provisions of the Indenture and Loan Agreement may change from that approved by this Resolution, the Bonds may not have a 1/2533090.2 maturity of more than thirty (30) years, may not bear interest at a rate in excess of 12% per annum, and shall be redeemable at par in no more than twelve (12) years. Section 4. It has considered whether the Project will have an adverse competitive effect on any similar facilities already in operation in the City, and now makes the following special findings of fact based upon the evidence presented: (1) No member of the public or competitor presented any evidence of substantial probative value establishing that the Project would have any adverse competitive effect in any respect. (2) There are no direct competitors of the Borrower located in the specific location of the Project in the City and the Project does not negatively affect the competition for business in the City. (3) In the absence of any evidence of any adverse competitive effect, the benefits to the public from the new jobs and payroll to be generated by the Project and the retention of business in the City clearly indicate that the Project should be supported by the issuance of economic development revenue bonds. Section 5. The Secretary shall initial and then insert a copy of the forms of documents approved by this Resolution in the minute book of this Commission. Section 6. A copy of this Resolution and the other documents approved by this Resolution and the proposed form of Ordinance shall be presented by the Secretary of the Economic Development Commission to the Clerk for presentation to the Common Council. Adopted this 15th day of November, 2010. RICHMOND ECONOMIC DEVELOPMENT COMMISSION Bing Welch Anne Fennimore Steve Rabe Jason Whitney Bruce Linginfelter 1/2533090.2 - 2 - EXCERPTS FROM THE MINUTES OF A REGULAR MEETING OF THE COMMON COUNCIL OF THE CITY OF RICHMOND, INDIANA The Common Council of the City of Richmond (the "City ") met in a regular meeting at 3rd Floor, Common Council Chambers, located at the Municipal Building, 50 North 5th Street, in Richmond, Indiana on the 15th day of November, 2010, at 7:30 p.m. The meeting was called to order by the Presiding Officer. On call of the roll, the members of the Common Council were shown to be present or absent as follows: Present: Howard "Jack" Elstro, Kelley Cruse- Nicholson, Bruce Wissel, Clay Miller, Bing Welch, Larry Parker, Diana Pappin, Bob Goodwin and Phil Quinn Absent: None Consideration was given to a request by Perpetual Recycling Solutions, LLC (the "Borrower ") to issue one or more series of taxable and tax exempt Bonds as Qualified Midwestern Disaster Area Bonds, to finance the acquisition, retro- fitting and equipping of an economic development facility by the City. A discussion was had as to the proposal of the Borrower concerning the financing. The Clerk then presented to the Common Council a copy of the Richmond Economic Development Commission Resolution passed on November 15, 2010; the forms of the Indenture and Loan Agreement and a proposed form of Ordinance for adoption by the Common Council. The proposed form of Ordinance entitled "An Ordinance Authorizing the City of Richmond, Indiana to Issue its `Economic Development Revenue Bonds, Series 2010 (Perpetual Recycling Project)' and Approving and Authorizing Other Action in Respect Thereto" was examined by members of the Common Council. 1/2533090.2 The proposed form of Ordinance was then read in its entirety. Councilmember Welch then moved to pass the Ordinance on its first reading. Councilmember Parker seconded the motion. On call of the roll the motion was carried by the following vote: Ayes: Howard "Jack" Elstro, Kelley Cruse- Nicholson, Bruce Wissel, Clay Miller, Bing Welch, Larry Parker, Diana Pappin, Bob Goodwin and Phil Quinn Nays: None The presiding officer then declared said proposed Ordinance to have been passed on its first reading. The Ordinance having been passed on its first reading, Councilmember Elstro moved that the Ordinance be read a second time by title and opportunity be given for the offering of amendments. This motion was seconded by Councilmember Goodwin, and on call of the roll was carried by the following vote: Ayes: Howard "Jack" Elstro, Kelley Cruse- Nicholson, Bruce Wissel, Clay Miller, Bing Welch, Larry Parker, Diana Pappin, Bob Goodwin and Phil Quinn Nays: None The Ordinance was then read a second time by title and no amendments were offered. Councilmember Wissel moved that any applicable local rules be suspended and that unanimous consent of the members present be given for consideration of the Ordinance on the day or at the meeting at which said Ordinance was introduced and for third reading of the Ordinance at this meeting without further consideration. This motion was seconded by Mr. Quinn, and on call of the roll the vote on said motion was as follows: Ayes: Howard "Jack" Elstro, Kelley Cruse- Nicholson, Bruce Wissel, Clay Miller, Bing Welch, Larry Parker, Diana Pappin, Bob Goodwin and Phil Quinn 1/2533090.2 - 2 - Nays: None The President stated that the motion for the suspension of the rules and such consideration of the Ordinance having been carried by unanimous vote of the members present, final action on said ordinance would now be in order. He then directed the Clerk to read said Ordinance a third time by title. Said Ordinance having been read a third time by title, Councilmember Welch then moved that the Ordinance be adopted as read. This motion was seconded by Councilmember Parker, and on call of the roll was carried by the following vote: Ayes: Howard "Jack" Elstro, Kelley Cruse- Nicholson, Bruce Wissel, Clay Miller, Bing Welch, Larry Parker, Diana Pappin, Bob Goodwin and Phil Quinn Nays: None The President announced that there being at least two - thirds of the members elect of the Common Council present at the meeting and the motion for adoption having been carried by a two - thirds vote of all such elected members, the Ordinance had been duly passed and adopted. On motion duly made, seconded and unanimously carried, the meeting was thereupon adjourned. President, J. Clayton Miller Attest: Karen Chasteen, IAMC, MMC; Clerk Richmond, Indiana 1/2533090.2 -3 - EXCERPTS FROM THE MINUTES OF A REGULAR MEETING OF THE COMMON COUNCIL OF THE CITY OF RICHMOND, INDIANA The Common Council of the City of Richmond (the "City ") met in a regular meeting at 3rd Floor, Common Council Chambers, located at the Municipal Building, 50 North 5th Street, in Richmond, Indiana on the 15th day of November, 2010, at 7:30 p.m. The meeting was called to order by the Presiding Officer. On call of the roll, the members of the Common Council were shown to be present or absent as follows: Present: Howard "Jack" Elstro, Kelley Cruse- Nicholson, Bruce Wissel, Clay Miller, Bing Welch, Larry Parker, Diana Pappin, Bob Goodwin and Phil Quinn Absent: None Consideration was given to a request by Perpetual Recycling Solutions, LLC (the "Borrower ") to issue one or more series of taxable and tax exempt bonds as Qualified Midwestern Disaster Area Bonds, to finance the acquisition, retro- fitting and equipping of an economic development facility by the City. A discussion was had as to the proposal of the Borrower concerning the financing. The Clerk then presented to the Common Council a copy of the Richmond Economic Development Commission Resolution passed on November 15, 2010; the forms of the Indenture and Loan Agreement and a proposed form of Ordinance for adoption by the Common Council, which was passed on first reading on November 15, 2010. The proposed form of Ordinance entitled "An Ordinance Authorizing the City of Richmond, Indiana to Issue its `Economic Development Revenue Bonds, Series 2010 (Perpetual Recycling Project)' and Approving and Authorizing Other Action in Respect Thereto" was examined by members of the Common Council. 1/2533090.2 Councilmember Welch then moved to read the proposed form of Ordinance for the second and third time by title only. Councilmember Parker seconded the motion and on call of the roll the motion was carried by a unanimous vote of elected Council members. Said Ordinance was then read a second and third time by title only, after which Councilmember Cruse- Nicholson moved that said proposed form of Ordinance be passed. This motion was seconded by Councilmember Pappin, and said Ordinance was adopted by the following vote: Ayes: Howard "Jack" Elstro, Kelley Cruse- Nicholson, Bruce Wissel, Clay Miller, Bing Welch, Larry Parker, Diana Pappin, Bob Goodwin and Phil Quinn Nays: None The President then declared said Ordinance to have been passed and adopted. On motion duly made, seconded and unanimously carried, the meeting was thereupon adjourned. President, J. Clayton Miller Attest: Karen Chasteen, IAMC, MMC, Clerk Richmond, Indiana 1/2533090.2 - 2 - ORDINANCE NO. 47 -2010 AN ORDINANCE AUTHORIZING THE CITY OF RICHMOND, INDIANA TO ISSUE ITS "ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2010 (PERPETUAL RECYCLING PROJECT)" AND APPROVING OTHER ACTIONS IN RESPECT THERETO WHEREAS, the Richmond Economic Development Commission (the "EDC ") has rendered its Project Report for the Project (as hereinafter defined) regarding the financing of an economic development facility for Perpetual Recycling Solutions, LLC; and WHEREAS, the EDC conducted a public hearing at 6:00 p.m. on November 15, 2010, and thereafter adopted a resolution regarding the financing for the Project (the "Resolution ") which Resolution has been transmitted hereto, finding that the financing of such an economic development facility for Perpetual Recycling Solutions, LLC 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, Indiana (the "City ") and its citizens; and WHEREAS, the EDC 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 the Indenture and Loan Agreement to this Common Council for approval; and WHEREAS, Wayne County, Indiana (the "County "), in which the Project (as defined below) is located has been declared a Midwestern Disaster Area under Section 702(b) of the Heartland Disaster Tax Relief Act of 2008; WHEREAS, the Governor of Indiana's duly authorized designee (the "Governor "), has designated Perpetual Recycling Solutions, LLC (the "Borrower ") as a "person carrying on a trade 1/2533090.2 or business replacing a trade or business with respect to which another person suffered such a loss "; and WHEREAS, pursuant to the determination of the Governor's duly authorized designee, that an award of volume to the Projects provided assistance to areas where such assistance is most needed, the Indiana Finance Authority allocated $26,000,000 in Midwestern Disaster Area Bond Volume to the Project; and WHEREAS, the Project is expected to create opportunities for gainful employment in the City, now, therefore NOW THEREFORE BE IT ORDAINED BY THE COMMON COUNCIL OF RICHMOND, INDIANA THAT: Section 1. It is hereby found that the financing of the economic development facility referred to in the Indenture and Loan Agreement, approved by the EDC and presented to this Common Council, the issuance and sale of one or more series of taxable and tax exempt bonds, known as City of Richmond, Indiana Economic Development Revenue Bonds, Series 2010 (Perpetual Recycling Project) (the "Bonds "), the loan of the proceeds of the Bonds to Perpetual Recycling Solutions, LLC (the "Borrower ") to be used for the acquisition, retro- fitting and equipping of the Project, the payment of the Bonds by the Borrower pursuant to the Indenture and Loan Agreement, and the securing of said Bonds under such Indenture and Loan Agreement 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 and its citizens. Section 2. The proceeds of the Bonds will be used for the financing of the acquisition, retro- fitting and equipping of an existing manufacturing facility located at 1561 Northwest 11th Street in the City (the "Project "). 1/2533090.2 - 2 - Section 3. At the public hearing held before the EDC, the EDC considered whether the Project would have an adverse competitive effect on any similar facilities located in or near the City, and subsequently found, based on special findings of fact set forth in the Resolution transmitted hereto, that the Project would not have an adverse competitive effect. This Common Council hereby confirms the findings set forth in the EDC's Resolution, and concludes that the Project will not have an adverse competitive effect on any other similar facilities in or near the City, and the facility will be of benefit to the health and welfare of the citizens of the City. Section 4. The forms of the Indenture and Loan Agreement approved by the EDC is hereby approved (herein referred to as the "Financing Agreement" referred to in I.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 shall issue its taxable or tax exempt Bonds in the total principal amount not to exceed $26,000,000, and maturing in no more than thirty (30) years. Said Bonds are to be issued for the purpose of procuring funds to pay the costs of the Project, as more particularly set out in the Financing Agreement, incorporated herein by reference, which Bonds will be payable as to principal, premium, if any, and interest from the payments made by the Borrower under the Financing Agreement. The Bonds shall be issued in fully registered form and shall be redeemable as provided in the final Financing Agreement, but in all events the Bonds shall be subject to redemption at par in no more than twelve (12) years. Payments of principal and interest are payable in lawful money of the United States of America by check or draft mailed or delivered to the registered owners as provided in the Financing Agreement. The 1/2533090.2 -3 - 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. Section 6. The Mayor and Clerk are authorized and directed to approve the sale of the Bonds to the original purchasers (the "Purchasers ") at the price of 100% of the principal amount thereof. The Bonds shall bear interest at a fixed rate pursuant to the Financing Agreement, provided that the interest rate on the Bonds shall not exceed 12% per annum. Section 7. The Mayor and Clerk are authorized and directed to execute, attest, affix or imprint by any means the City seal to the Financing Agreement approved herein on behalf of the City and any other document or certificate 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 and Clerk are hereby expressly authorized to deem the Official Statement relating to the issuance of the Bonds as nearly final and the distribution of the nearly final Official Statement is hereby approved. The Mayor and Clerk are hereby expressly authorized to approve any modifications or additions to 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 said Financing Agreement may change; however, the statutorily required approvals of the Common Council shall not change after the date of this Ordinance. The approval of said 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. 1/2533090.2 - 4 - 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 Purchasers and the Purchasers will make such payment for the Bonds available to Borrower as provided in the Financing Agreement. The Bonds shall be originally dated the date of issuance and delivery thereof. Section 8. The provisions of this Ordinance and the Financing Agreement securing the Bonds shall constitute a contract binding between the City, the Purchasers and the Borrower, and after the issuance of said 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 9. This Ordinance shall be in full force and effect from and after its passage. Passed and adopted by the Common Council of the City of Richmond, Indiana this 15th day of November, 2010. RICHMOND COMMON COUNCIL J. Clayton Miller, President ATTEST: Karen Chasteen, IAMC, MMC; City Clerk Richmond, Indiana PRESENTED to the Mayor of the City of Richmond, Indiana, this 16th day of November, 2010, at 9:00 a.m. 1/2533090.2 - 5 - , City Clerk Karen Chasteen, IAMC, MMC Richmond, Indiana APPROVED by me, Sarah L. Hutton, Mayor of the City of Richmond, Indiana, this 16th day of November, 2010, at 9:05 a.m. Sarah L. Hutton, Mayor Richmond, Indiana ATTEST: Karen Chasteen, IAMC, MMC;City Clerk Richmond, Indiana 1/2533090.2 - 6 -