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HomeMy WebLinkAboutAuthorizing issuance of its "variable rate Economic Development Revenue Bonds, Series 2001 not to exceed $2,000,000ORDINANCE No. 9191-01 Passed by the Common Council of tlae City of South Bend, Indiana January 22, Attest: Attest: 01 20 Presented by me to the Mayor of the City of South Bend, Indiana Januar~23r20 _Q1 City Clerk President of Common Co[rncil Ciry Clerk Approved and signed by me .Tan„a,-~,~~ 20 ,_o.L_ ~~ ~~~~ Mcrybr ORDINANCE NO. ` \ ~ Q AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, AUTHORIZING THE ISSUANCE OF ITS "VARIABLE RATE ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2001 (GOODWILL INDUSTRIES OF MICHIANA, INC. PROJECT)," IN ONE OR MORE SERIES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED TWO MILLION DOLLARS ($2,000,000) AND APPROVING AND AUTHORIZING OTHER ACTIONS IN RESPECT THERETO STATEMENT OF PURPOSE AND INTENT: The South Bend Economic Development Commission (the "Commission") has rendered a Report concerning the financing of economic development facilities described as (i) the construction of an approximately forty thousand (40,000) square foot production and industrial services facility to be located on Western Avenue adjacent to the current Goodwill headquarters and processing plant at 1805 Western Avenue in the City; and (ii) the construction of an approximately eleven thousand (11,000) square foot new retail store to be located on Ireland Road near Ironwood Road at 1904-1906 Ireland Road in the City (collectively, the "Project"). The Project will be owned and operated by Goodwill Industries of Michiana, Inc., an Indiana nonprofit corporation (the "Borrower"). On January 8, 2001, the Common Council of the City (the "Council") adopted an inducement resolution relating to the proposed financing of the Project (the "Inducement Resolution"). The Borrower is now prepared to proceed with the proposed Project as described in the Council's Inducement Resolution. The Commission, after a public hearing, adopted a resolution, which resolution has been previously transmitted hereto, finding that the financing ofthe Project ofthe Borrower complies with the purposes and provisions of IC 36-7-11.9 and 36-7-12 and that such financing will be of benefit to the health, prosperity, economic stability and general welfare of the City and its citizens. The Commission also has approved by resolution the substantially final forms of the Loan Agreement, the Trust Indenture, the Offering Circular, and Bond Purchase Agreement (as such terms are defined in such resolution) (collectively, the "Financing Documents"),which resolution has been transmitted hereto. No member of the Council has any pecuniary interest in any employment, financing agreement or other contract made under the provisions of IC 36-7-11.9 and IC 36-7-12 and related to the Bonds authorized herein, which pecuniary interest has not been fully disclosed to the Council ::ODMA\I'CDOC S\SBDOCS 1 \82006\ 1 and no such member has voted on any such matter, all in accordance with the provisions of IC 36-7- 12-16. NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, AS FOLLOWS: Section 1. It is hereby found that the financing of the Project referred to in the Financing Documents previously approved by the Commission and presented to the Council, the issuance and sale of the Bonds, the loan of the net proceeds thereof to the Borrower for the construction of the Project (the "Loan") and the repayment of the Loan by the Borrower will be of benefit to the health, prosperity, economic stability and general welfare of the City and its citizens and complies with the purposes and provisions of IC 36-7-11.9 and IC 36-7-12. Section 2. The proposed financing and the forms of the Financing Documents approved by the Commission are hereby approved, and all such documents are incorporated herein by reference and kept on file by the Clerk of the City. Section 3. The City shall issue the Bonds in one or more series in an aggregate principal amount not to exceed Two Million Dollars ($2,000,000) for the purpose ofprocuring funds to loan to the Borrower, in order to pay the costs of the construction of the Project, as more particularly set out in the Financing Documents incorporated herein by reference, which Bonds will be payable as to principal and interest solely from the revenues and other moneys assigned by the Trust Indenture, including loan payments received by the City under the Loan Agreement, and funds drawn by the Trustee under an irrevocable direct pay Letter of Credit (the "Letter of Credit") issued by National City Bank of Indiana. Section 4. The Mayor and the Clerk of the City are authorized and directed to sell such Bonds at a rate of interest on the Bonds, which rate shall be as set forth in the Financing Documents and incorporated herein by reference but in no event shall such rate be in excess often percent (10.0%) per annum. The Bonds shall have a maximum term of twenty (20) years and shall be sold at a price equal to not less than 97% of the par amount of the Bonds, plus accrued interest to the date of delivery of the Bonds, if any. The Bonds shall be subject to optional redemption, extraordinary optional redemption and mandatory sinking fund redemption as set forth in the Financing Documents. Section 5. Rule 15c2-12(b)(1) ofthe Securities Exchange Act of 1934, as amended (the "SEC Rule"), provides that, prior to the time a participating underwriter bids for, purchases, offers or sells municipal securities, the participating underwriter shall obtain and review an official statement that an issuer of such securities deems a "near final" official statement. The Offering Circular is hereby deemed final as of its date, except for the omission of no more than the following information: the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the securities depending on such matters. The Mayor is hereby authorized to execute the Offering Circular with such additions or changes thereto as shall be approved by the Mayor executing the same with such execution ::ODMA\PCDOCS\SBDOCSI\82006\1 -2- evidencing approval of such additional changes. The Mayor, the Controller, the Clerk or any other officer of the City familiar with the matters with respect to the City set forth in the Offering Circular is hereby authorized to certify to the Underwriter (as defined in the Financing Documents) that the information in the Offering Circular with respect to the City is deemed to be final within the meaning of the SEC Rule prior to the distribution of the Offering Circular. Section 6. The Mayor and the Clerk are authorized and directed to execute the Loan Agreement, the Trust Indenture, the Bond Purchase Agreement, and the Bonds approved herein on behalf of the City and any other documents which may be necessary or desirable to consummate the transaction and, by their execution of such documents, may approve such further changes therein without further approval of the Commission or the Council excepting, however, such changes as must be approved by the Council and the Commission pursuant to IC 36-7-12-27. The signatures of the Mayor and the Clerk on the Bonds shall be manual or facsimile signatures. The Clerk is authorized to arrange for the delivery of the Bonds as provided in the Bond Purchase Agreement. Section 7. The Bonds shall not constitute a debt, a general obligation or pledge of the faith and credit of the City, the State or any political subdivision thereof, and the holders, or owners thereof shall have no right to have taxes levied by the City, the State or 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 Trust Indenture. Section 8. The provisions of this Ordinance and the Bond Purchase Agreement shall constitute a contract binding between the City and the holders of the Bonds, and after the issuance of the Bonds, this Ordinance shall not be repealed or amended in any respect which would adversely affect the right of such holders so long as any principal of the Bonds or the interest thereon remains unpaid. Section 9. This Ordinance shall be in full force and effect from and after passage by the Common Council and its approval by the Mayor of the City. COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA By: Q~_. Member of the Common C tjncil 1 st READING ~ -g -0 ~ PUBLIC HEAP.iNG 1-LL--~ ~ 3rd READING ~„ LL_p~ NOT APPROVED REFERRED PASSES `- 1~Z- - 0 ._ QI:C 2 ~i 200Q _ _ ! -, G:. ~ ~.' ...r, ~, ::ODIvIA\PCDOCS\SBDOCSI\82006\t _3- e _-_ _ m,~,..,.W,.,....,.~-__m,_..,......_,...a~.v-_ TO THE COMMON COUNCIL OF THE CITY OF SOUTH BEND: Your Committee of the Whole, to whom was referred: BILL NO. 2-01 A BILL OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, AUTHORIZING THE ISSUANCE OF ITS "VARIABLE RATE ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2001 (GOODWILL INDUSTRIES OF MICHIANA, INC. PROJECT)," IN ONE OR MORE SERIES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED TWO MILLION DOLLARS ($2,000,000) AND APPROVING AND AUTHORIZING OTHER ACTIONS IN RESPECT THERETO Respectfully report that they have examined the matter and that in their opinion, this bill is being recommended to the full Council with a favorable recommendation. Andrew Udjak Chairperson, Committee of the Whole ALLEN, FEDDER, HERENDEEN ~ KOWALS ATTORNEYS AND COUNSELORS AT LAW KENNETH P. FEDDER SUITE 606 LLOYD M. ALLEN GEORGE E. HERENDEEN (1919-1989) 205 W. JEFFERSON BLVD. ANTHONY D. KOWALS LARRY L. AMBLER SOUTH BEND, INDIANA 46601 TELEPHONE DAVID M. M~TIGUE (219)234-6061 MARKS. LENYO FAX NO. CLAUDIA J. BUGH (219) 234-0772 December 28, 2000 Ms. Loretta Duda, Clerk City of South Bend, Indiana Room 455, County-City Building South Bend, IN 4660,1 Re: Proposed Ordinance -Goodwill Industries of Michiana, Inc. Project Dear Ms. Duda: Enclosed find a proposed form of Ordinance for the above captioned. I would request that you place this on the Common Council Agenda for first reading on Monday, January 8, 2001, and for final hearing and passage by the Common Council on Monday, January 22, 2001. Respectfully, ~NNET P. F DDER KPF:ram enc. cc: Randolph Rompala, Esq. DEC 2 s; 200[ a RESOLUTION NO. ~`-~ / RESOLUTION OF THE SOUTH BEND ECONOMIC DEVELOPMENT COMMISSION A Resolution Making Certain Findings Relating to the Financing of Certain Economic Development Facilities on Behalf of Goodwill Industries of Michiana, Inc., an Indiana Nonprofit Corporation (the "Borrower"), and Approving Such Financing and the Forms of the Documents Related Thereto. WHEREAS, the South Bend Economic Development Commission (the "Commission") is authorized by IC 36-7-11.9 and IC 36-7-12, as amended (collectively, the "Act"), to investigate, study and survey the need for job opportunities, industrial diversification, water services and pollution control facilities in the City of South Bend, Indiana (the "City"), and to recommend action to improve or promote job opportunities, industrial diversification, water services and the availability of pollution control facilities in the City; and WHEREAS, Goodwill Industries of Michiana, Inc. (the "Corporation"), has previously submitted an application to the Commission and the City requesting that the City issue and sell its economic development revenue bonds for the purpose of paying a portion of the costs of (i) the construction of an approximately forty thousand (40,000) square foot production and industrial services facility to be located on Western Avenue adjacent to the current Goodwill headquarters and processing plant at 1805 Western Avenue in the City; and (ii) the construction of an approximately eleven thousand (11,000) square foot new retail store to be located on Ireland Road near Ironwood Road at 1904-1906 Ireland Road in the City (collectively, the "Project"); and WHEREAS, on December 15, 2000, the Commission adopted a resolution and issued a Report (the "Report") and Findings of Fact (the "Findings") determining, among other things, that the proposed financing will be of benefit to the health and general welfare of the citizens of the City, complies with the provisions of the Act, and will not have an adverse effect on any similar facility already constructed or operating in the City; and WHEREAS, the Common Council of the City (the "Common Council"), adopted an inducement resolution on January 8, 2001, giving its consent to the issuance and sale of bonds by the Commission and the City pursuant to Section 22(b) of the Act for the financing of the costs of the Project for the benefit of the Corporation; and WHEREAS, the Corporation is now prepared to proceed with the financing of the Project; and WHEREAS, the Commission has held a public hearing, duly noticed, in connection with the financing of the Project by the Corporation; NOW, THEREFORE, BE IT RESOLVED by the South Bend Economic Development Commission: Section 1. The Commission finds that the proposed financing of the Project referred to in the forms of the Loan Agreement by and between the Corporation and the City (the "Loan Agreement"), the Trust Indenture by and between National City Bank of Indiana, as trustee, and the City (the "Trust Indenture"), the Offering Circular, and the Bond Purchase Agreement by and among NatCity Investments, Inc., the City and the Corporation (the "Bond Purchase Agreement" and, together with the Loan Agreement, the Trust Indenture and the Offering Circular, the "Financing Documents") presented to this meeting complies with the purposes and provisions of the Act and will be of benefit to the health, prosperity, economic stability and general welfare of the City and its citizens. -2- ::ODMA\PCDOCS\SIIDOCS 1\83548\1 Section 2. The proposed financing of the Project for the Corporation and the substantially final forms of the Financing Documents relating to the issuance and sale of bonds in an aggregate principal amount not to exceed Two Million and 00/100 Dollars ($2,000,000.00) designated as "City of South Bend, Indiana, Variable Rate Economic Development Revenue Bonds, Series 2001 (Goodwill Industries of Michiana, Inc. Project)" for such financing and the form of authorizing ordinance (the "Ordinance") of the Common Council, all as presented to this meeting, are hereby approved. Section 3. The Mayor and the Clerk of the City are authorized to make such changes in the Financing Documents without the subsequent approval of this Commission or of the Common Council as are necessary or appropriate to effect the intent of this Resolution and as are permissible under the Act, all to be evidenced by the execution of the Financing Documents by the Mayor and the Clerk. Section 4. The Commission has held a hearing open to the public and has subsequently considered whether the Project will have an adverse effect on any similar facilities already constructed and operating in or about the City, and makes the following special findings of fact based upon the evidence presented: a. No member of the public or competitor has presented any evidence of any kind establishing that the Project would have any adverse competitive effect in any respect. b. In the absence of any evidence of any adverse competitive effect, the benefits to the public clearly indicate that the Project should be supported by the issuance of the City's Variable Rate Economic Development Revenue Bonds, Series 2001. Section 5. The Report of the Commission and the filing thereof is hereby approved and ratified. -3- :ODMA\PCDOCS\SBDOCS 1\83548\ 1 Section 6. The Secretary of the Commission shall keep on file a copy of the forms of the Financing Documents approved by this Resolution in the records of this Commission. Section 7. The Commission hereby ratifies and approves of action taken to file a copy of this Resolution and the other documents approved by this Resolution and the proposed form of Ordinance with the Clerk for presentation to the Common Council. ***** -4- ODMA\PCDOCS\SBDOCS I \83548\l Adopted this 19th day of January, 2001. SOUTH BEND ECONOMIC DEVELOPMENT COMMISSION president ATTEST: ~,,P ~ec~.;-- Secretary i ~x~ 4~ ~.I~f~i ~,..--.,- ?'1 i 3 ODMA\PCDOCS\SBDOCS I\835480