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HomeMy WebLinkAboutAuthorizing $550,000 Economic Development Revenue Bonds - Automatic Molded Plastics Inc. Project)ORDINANCE No. 7003 -81 Passed by the Common Council of the City of South Bend, Indiana December 14, rq 81 K- IRENE K. GAMMON Presented by me to the Mayor of the City of South Bend, Clerk of Common Council December 15, 81 tg City Clerk I,^R ENE K. GAMMON Approved and signed by me Z 1�w ``a /C: to 'F/ ORDINANCE NO. 7n°3 -9'J AN ORDINANCE authorizing the issuance, sale and delivery of $550,000 aggregate principal amount of Economic Development Revenue Bonds, Series 1981 (Automatic Molded Plastics, Inc., Project); authorizing the lending of the proceeds of said Bonds to Automatic Molded Plastics, Inc.; approv- ing the sale of said Bonds to the original pur- chaser thereof; approving the execution and de- livery of certain documents in relation thereto; and prescribing certain other matters relating thereo. Statement of Purpose of Intent: The City of South Bend, Indiana (the "Issuer "), is a municipal corporation and political subdivision of the State of Indiana authorized by the provisions of Title 36, Article 7, Chapter 12, of the Indiana Code, as amended (the "Act "), to provide for the acquisition, construction or installation of "economic development facilities," including land, machinery or equipment, within the boundaries of the Issuer, all for the benefit of the health and welfare of the Issuer and its residents. The Issuer is authorized by the Act to issue it economic development revenue bonds payable solely from the revenues and receipts derived from a "financing agreement" entered into in connection with the financing of "economic development facilities." The Issuer has made the necessary arrangements with Automatic Molded Plastics, Inc., an Indiana corporation (the "Corporation "), for the acquisition, construction and installation of "economic development facilities" constituting an addition to an existing manufacturing facility, and including certain equipment to be installed therein and in the adjacent, existing facility of the Corporation (collectively, the "Project "), to be located within the corporate boundaries of the Issuer. The Economic Development Commission of the Issuer adopted a resolution on October 23, 1981, advising the Issuer to provide financing for the Project. The Issuer, on the advice of its Economic Development Commission, adopted an inducement resolution on August 10, 1981, preliminarily approving the Project, and evidencing the Issuer's intent to issue economic development revenue bonds and lend the proceeds of the same to the Corporation for the financing of the Project. The financing of the Project will comply with the pur- poses and provisions of the Act, will be of benefit to the health and welfare of the Issuer and its residents, and will help alleviate poverty and unemployment, prevent crime and disease, reduce cash welfare payments and so on within the Issuer. It is proposed to pay the cost of acquiring, constructing and equipping the Project, and certain costs relating to the financing thereof, through the issuance of economic development revenue bonds of the Issuer pursuant to the provisions of the Act. The South Bend Economic Development Commission, after holding a public hearing on the question of the financing of the Project, preparing and placing on file a report on the Project as required by the Act, and forwarding copies of the same to the appropriate officers of the Area Plan Commission, considering whether the Project may have an adverse competitive effect on similar facilities already constructed and in operation in the Issuer, and finding that the proposed financing will be of benefit to the health and welfare of the Issuer and its residents, and will be in compliance with the purposes and provisions of the Act, has approved the financing, including the proposed forms and terms of the Bonds, the Loan Agreement and the Indenture (all as hereafter defined), and has recommended to the Issuer that the Project be financed by the Issuer through the issuance of its economic development revenue bonds pursuant to the provisions of the Act. In order to finance the costs of acquiring, constructing and equipping the Project, the Issuer now proposes to issue -2- $550,000 aggregate principal amount of its Economic Development Revenue Bonds, Series 1981 (Automatic Molded Plastics, Inc., Project) (the "Bonds "), as authorized and permitted by the Act, and as hereinafter provided. The proceeds of the Bonds will be loaned by the Issuer to the Corporation pursuant to a Loan Agreement, dated as of December 1, 1981 (the "Loan Agreement "), and the Corporation will execute and deliver to the Issuer a promissory note, dated as of December 1, 1981 (the "Note "), evidencing its obligations to make payments thereunder, in order to carry out said purposes. Pursuant to a Trust Indenture, dated as of December 1, 1981 (the "Indenture "), from the Issuer to American Fletcher National Bank and Trust Company, Indianapolis, Indiana, as Trustee (the "Trustee "), the Issuer will assign to the Trustee certain of the Issuer's right, title and interest in, under and to the Loan Agreement (except for certain rights of the Issuer relating to the ability of the Issuer to amend or supplement the Loan Agreement, and to be reimbursed and indemnified by the Corporation) and the Note as security for the payment of the Bond. Pursuant to Article V of the Loan Agreement, the Corpora- tion will cause St. Joseph Bank and Trust Company, South Bend, Indiana (the "Credit Bank "), to issue its irrevocable Letter of Credit (the "Letter of Credit ") for the benefit of the Trustee, and the Corporation will execute and deliver a Security Agreement (the "Security Agreement ") and a Mortgage (the "Mortgage ") to the Trustee, as further security for the payment of the Bonds. The Bonds will be sold by the Issuer to Raffensperger Hughes & Co. Inc., Indianapolis, Indiana (the "Original Purchaser" or the "Underwriter "), pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement "), dated the date hereof, by and between the Underwriter and the Issuer. -3- There has been prepared an Official Statement, dated the date hereof (the "Official Statement "), describing the terms and provisions of, and the security for, the Bonds. Forms of the Loan Agreement, Note, Indenture, Bond Purchase Agreement and Official Statement have been presented to this meeting. NOW, THEREFORE, Be it Ordained by the Common Council of the City of South Bend, Indiana, as follows: Section 1. The financing of the cost of acquiring constructing and equipping the Project, including the payment of necessary expenses incidental to the financing thereof, through the issuance and sale of the Bonds, as hereinafter provided, are hereby authorized and approved, and are found and determined to be of benefit to the health and welfare of the Issuer and its residents, and in compliance with the purposes and provisions of the Act. It is further found that the Project will not have an adverse competitive effect on similar facilities already constructed and operating in the Issuer. Section 2. In order to provide funds to finance the cost of acquiring, constructing and equipping the Project, including necessary expenses incidental to the financing thereof, there are hereby authorized to be issued economic development revenue bonds of the Issuer in the aggregate principal amount of $550,000, which economic development revenue bonds shall be designated "City of South Bend, Indiana, Economic Development Revenue Bonds, Series 1981 (Automatic Molded Plastics, Inc., Project)." The Bonds shall be issued as coupon bonds, registrable as to principal only, in the denomination of $5,000. The Bonds shall be dated as of December 1, 1981, and shall bear interest from their date on the unpaid principal amount thereof at the rates per annum, and shall mature on December 1 in each of the years and in the principal amounts as stated in the form of Indenture presented to this meeting. Im The Bonds shall be subject to redemption prior to maturity at the times, under the circumstances, in the manner, at the prices, in the amounts and with the effect set forth in the form of Indenture presented to this meeting. The Bonds shall be executed in the name of the Issuer by the manual or facsimile signature of the Mayor, shall be attested by the manual signature of the City Clerk, shall have the corporate seal of the Issuer impressed or reproduced thereon, shall be authenticated by the endorsement of the Trustee thereon, and shall be delivered by the Trustee to the Original Purchaser thereof. The interest coupons appurtenant to the Bonds shall be executed in the name of the Issuer by the facsimile signatures of the Mayor and the City Clerk of the Issuer. Temporary Bonds may be delivered to the Original Purchaser pending preparation of definitive Bonds. Such execution and delivery of definitive Bonds shall take place not later than 90 days after the date hereof. The Bonds shall be issued in compliance with and under authority of the provisions of the Act, this Ordinance and the Indenture. Section 3. The Bonds and the interest thereon shall be limited obligations of the Issuer, payable solely and only from the revenues and receipts derived by the Issuer pursuant to the Loan Agreement and the Note, and shall be otherwise secured as provided in the Indenture and the Loan Agrement, including, without limitation, by the Mortgage, the Security Agreement and the Letter of Credit. The Bonds shall not in any respect be a general obligation of the Issuer, nor shall they be payable in any manner from funds of the Issuer raised by taxation. Such limitation shall be plainly stated on the face of each of the Bonds. The Bonds shall be payable at the principal corporate trust office of the Trustee in the City of Indianapolis, Indiana, and at such other offices as may be chosen pursuant to the Indenture. -5- The Bonds shall be payable in any medium which is then legal tender for all debts public and private. Nothing in this Ordinance, the Loan Agreement, the Note, the Mortgage, the Security Agreement, the Letter of Credit, the Bond Purchase Agreement, the Official Statement or the Indenture, or in any document or agreement required hereby or thereby, shall be construed as an obligation or commitment by the Issuer to expend any of its funds other than (i) the proceeds derived from the sale of the Bonds, (ii) the revenues and receipts derived from the Loan Ageement, the Note, the Letter of Credit, the Mortgage and the Security Agreement, and (iii) any money arising out of the investment or reinvestment of said proceeds, income, revenues, receipts or money. Section 4. The form, terms and provisions of the Loan Agreement, the Indenture and the Note presented to this meeting are in all respects approved, and the Mayor and the City Clerk of the Issuer are hereby authorized, empowered and directed to execute, acknowledge and deliver the Loan Agreement and the Indenture, and endorse the Note without recourse to the Trustee, in the name and on behalf of the Issuer. The Loan Agreement, the Note and the Indenture, as so executed and delivered, shall be in substantially the forms now before this meeting and hereby approved, with only such changes therein as shall be approved by the officers of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval and the approval of this Common Council of any and all changes or revisions therein from the forms thereof now before this meeting; and from and after the execution and delivery of the Loan Agreement and the Indenture, and the endorsement of the Note, the Mayor and the City Clerk of the Issuer are hereby authorized, empowered and directed to do all such acts and things, and to execute all such documents (including any certifications, financing statements, assignments and other instruments), as may be necessary in the opinion of counsel to the Issuer to carry out IM and comply with the provisions of the Loan Agreement, the Note and the Indenture as executed, and in any other documents and instruments required to effectuate any portion of the financing transaction. If any of the officers of the Issuer who shall have signed or sealed any of the Bonds or coupons shall cease to be such officers of the Issuer before the Bonds or coupons so signed and sealed shall have been actually authenticated by the Trustee, or delivered by or on behalf of the Issuer, such Bonds and coupons nevertheless may be authenticated and delivered with the same force and effect as though the person or persons who signed or sealed the same had not ceased to be such officer or officers of the Issuer; and also any such Bonds and coupons may be signed and sealed on behalf of the Issuer by those persons who, at the actual date of the execution of such Bonds and coupons, shall be the proper officers of the Issuer, although at the nominal date of such Bonds and coupons any such person shall not have been such an officer of the Issuer. Section 5. The sale of the Bonds to the Original Purchaser, at a price of 95 -1/2% of the aggregate principal amount thereof plus accrued interest to the date of delivery, in accordance with terms of the Bond Purchase Agreement, is hereby approved. The forms, terms and provisions of the Bond Purchase Agreement and the Official Statement presented to this meeting are in all respects approved, and the use and distribution of the Official Statement by the Original Purchaser is authorized and approved. The prior distribution of a Preliminary Official Statement, dated December 7, 1981, by the Original Purchaser is hereby in all respects ratified and confirmed. The Mayor and the City Clerk of the Issuer are hereby authorized, empowered and directed to execute, acknowledge and deliver the Bond Purchase Agreement and the Official Statement in the name and on behalf of the Issuer. -7- The Bond Purchase Agreement and the Official Statement, as so executed and delivered, shall be in substantially the forms now before this meeting and hereby approved, with only such changes therein as shall be approved by the officers of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval and the approval of this Common Council of any and all changes and revisions therein from the forms thereof now before this meeting; and from and after the execution and delivery of the Bond Purchase Agreement and the Official Statement, the Mayor and the City Clerk of the Issuer are hereby authorized to do all such acts and things, and to execute all such documents (including any certifications, financing statements, assignments and other instruments), as may be necessary in the opinion of counsel to the Issuer to carry out and comply with the provisions of the Bond Purchase Agreement and the Official Statement, as executed. Section 6. The provisions of this Ordinance are hereby declared to be separable, and if any section, phrase or provision shall for any reason be declared by a court of competent jurisdic- tion to be invalid or unenforceable, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions hereof. Section 7. All ordinances, orders and resolutions, and parts thereof, in conflict herewith are to the extent of such conflict hereby repealed, and this Ordinance shall take effect and be in full force immediately upon its adoption by this Common Council, subject only to the app a:i Mayor. Member of the Common Coun '1 DEL /et 12977 12/13/81 Passed, as amended, December 14, 1981 cm FILED IN CLERK'S OFFICE OCT 2 3 1981 TRANSMITTAL OF ADOPTED COMMISS d RE000MVPWON AND PROPOSED ORDINANCE FOR ADOPTION BY THE SOUTH BEND COMMON COUNCIL AND APPROVAL BY THE MAYOR PER- TAINING TO THE FINANCING OF FACILITIES FOR AUTOMATIC MOLDED PLASTICS, INC. BY THE ISSUANCE. BY THE CITY. OF SOUTH BEND, INDIANA OF ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS TO: Irene K. Gammon City Clerk City of South Bend County -City Building South Bend, Indiana 46601 The South Bend Economic Development Commission (Commission) hereby transmits to you in accordance with the Public Law No. 182 of the Acts of the General Assembly of Indiana for 1973, as such may be amended from time to time, including but not limited to IC 18- 6 -4.5 -1 through IC 18- 6- 4.5 -30, hereinafter referred to as the "Act ": 1. A resolution adopted by the Commission on October 23, 1981, as called for by the Act; 2. Proposed ordinance for adoption by the Common Council. of the City of South Bend, Indiana, as called for by the Act. You will note from a perusal of the body of these documents that the purpose thereof is to finance the construction of an ad- dition to the existing manufacturing plant of Automatic Molded Plastics, Inc., which is situated within the limits of the City of South Bend, Indiana, and to acquire additional machinery and equip- ment for the manufacture and processing of plastic products of said plant, pursuant to the terms of a Trust Indenture, Loan Agreement, and the exhibits attached thereto, and the issuance by the City of South Bend, Indiana, of Industrial Development Bonds in a total amount not to exceed Five Hundred Fifty Thousand Dollars ($550,000.00), repayable with interest to be determined when the bonds are sold, but not in excess of fifteen percent (15 %), over a period not to exceed eight (8) years in accordance with the terms of such Trust Indenture and Loan Agreement. With respect to the ordinance, you are respectfully asked to publish once in a newspaper in South Bend, Indiana, a notice that such proposed ordinance has been filed with you and present such E, , ordinance to the Common Council of South Bend, Indiana, for passage not earlier than ten (10) days from the date of the publication of such notice. Submitted this jg3- day of October,.,' 1981. SOUTH BEND ECONOMIC DEVELOPMENT COMMISSION By: 7 � UR -2 ( untatt irr grVart 00 the (Qomum (Qoumit of the (WH of Ovat4 &A- Your Committee OF THE WHOLE to whom was referred BILL NO. 93 -81 A BILL APPROVING THE FORM AND TERMS OF TRUST INDENTURE AND USER AGREEMENT, REAL ESTATE MORTGAGE AND INDUSTRIAL DEVELOPMENT REVENUE BONDS, AND AUTHORIZING THE EXECUTION THEREOF, AND APPROVING RESOLUTION NO. 7 -81 OF THE SOUTH BEND ECONOMIC DEVELOPMENT COMMISSION RELATING TO THE AUTOMATIC MOLDED PLASTICS, INC., PROJECT. Respectfully report that they have examined the matter and that in their opinion THIS BILL SHOULD BE RECOMMENDED TO THE COUNCIL FAVORABLE, AS AMENDED, BY ACCEPTING A SUBSTITUTE BILL. JOHN VOORDE Chairman .... ..... ......MIN. CO. VOOR, ALLEN, FEDDER, HERENDEEN 8 KOWALS ATTORNEYS & COUNSELORS AT LAW WILLIAM E. VOOR 300 FIRST BANK BUILDING LLOYD M. ALLEN KENNETH P. FEDDER SOUTH BEND, INDIANA 46601 GEORGEE.HERENDEEN ANTHONY D.KOWALS DAVID M.McTIGUE September 21, 1981 Members of the South Bend Common Council County -City Building South Bend, IN 46601 Re: AUTOMATIC MOLDED PLASTICS, INC. Dear Councilmen: AREA CODE 219 234 -6061 OF COUNSEL: WILLIAM O. JACKSON GUY H. MCMICHAEL The South Bend Economic Development Commission has received an application from Automatic Molded Plastics, Inc. Project for a Revenue Bond in the amount of Five Hundred and Fifty Thousand ($550,000.00) Dollars, to finance the construction of an addition to its existing facility and to purchase certain machinery and equipment therein for the Company's operation at 3603 Progress Drive, South Bend, IN 46628. The Economic Development Commission and the South Bend Common Council have previously issued an Industrial Revenue Bond, approximately eight years ago, which is a current obligation and which also caused new employment. The present issue contemplated additional employment of approximately nine (9) jobs with an additional annual payroll of approximately Two Hundred Thousand ($200.000.00) Dollars. tfu#THE La.r, PER Y SOUTH BEN D C DEVELOPMENT CCrMIISSION KPF:ram