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HomeMy WebLinkAboutAuthorizing Issuance and Sale of no more than $1,300,000 Econ Dev Revenue bonds, Series 1999 (Rink Riverside Printing)ORDINANCE No. sas~ss Passed by the Common Council of the City of South Bend, Indiana December 3, Attest: Attest: Presented by me to the Mayor of the City of South Bend, Indiana City Clerk President of Common Council December 3, 19 99 Ciry Clerk LORETTA Y. DUDA Approved and signed by me December 3 19 99 Mayor 19 99 SUBSTITUTE ORDINANCE NO. I U ~4 ~ ~' ~ q "AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF NO MORE THAN $1,300,000 ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 1999 (RINK RIVERSIDE PRINTING, INC. PROJECT) OF THE CITY OF SOUTH BEND, INDIANA, FOR THE PURPOSE OF FUNDING A LOAN TO RINK RIVERSIDE PRINTING, INC. IN ORDER TO FINANCE THE ACQUISITION AND INSTALLATION OF EQUIPMENT AND MACHINERY TO BE UTILIZED IN AN EXISTING MANUFACTURING FACILITY LOCATED IN THE CITY OF SOUTH BEND, INDIANA; PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SUCH BONDS; AUTHORIZING THE EXECUTION OF A BOND PURCHASE AND LOAN AGREEMENT AND A PROJECT NOTE APPROPRIATE FOR THE PROTECTION AND DISPOSITION OF SUCH REVENUES AND TO FURTHER SECURE SUCH BONDS; AND AUTHORIZING SUCH OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS." WHEREAS, the City of South Bend, 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 Bond Purchase and Loan Agreement and all other documents to be executed by it, upon the terms and conditions provided therein; and WHEREAS, the Common Council of the Issuer (the "Common Council") has found and determined, and does hereby confirm, that the property to be acquired with the proceeds ofthe Bonds herein authorized (the "Project")will increase business opportunities within the corporate boundaries of the City of South Bend, Indiana, and will be to the benefit of the health and general welfare of the citizens of the City of South Bend, Indiana, and that the Issuer, by assisting with the financing of the Project through the issuance of revenue bonds in the aggregate principal amount not to exceed $1,300,000, will be acting in a manner consistent with and in furtherance ofthe provisions ofthe Act; and WHEREAS, as a result of negotiations between the Issuer and Rink Riverside Printing, Inc., an Indiana corporation (the "Borrower"), contracts have been or will be entered into by the Borrower for the purpose of the acquisition and installation of an economic development facility located in the City of South Bend, Indiana to be owned by the Borrower, and such facilities shall consist of the acquisition and installation of equipment and machinery to be utilized in an existing manufacturing facility located at 814 South Main Street, South Bend, Indiana 46601 (the "Project"); and RESUCB~248045.1 WHEREAS, the Project will be used by the Borrower for the manufacture of printed materials; and WHEREAS, pursuant to a Bond Purchase and Loan Agreement (the "Loan Agreement"),dated the date of closing, among the Issuer, the Borrower and Bank One, Indiana, N.A., a national banking association, as original purchaser of the Bonds (the "Holder"), the Issuer proposes to issue its $1,300,000 Economic Development Revenue Bonds, Series 1999 (Rink Riverside Printing, Inc. Project) (the "Bonds") to provide funds for 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, it is estimated that the costs of the Project, including costs relating to the preparation and issuance ofthe revenue bonds, will be approximately $1,360,000 ofwhich an amount not to exceed $1,300,000 will be funded with the proceeds of the Bonds; and WHEREAS, the Project will be of the character and will accomplish the purposes provided for by the Act, will create and retain employment opportunities in the City of South Bend, Indiana, and will be to the benefit of the health and general welfare of the citizens of the City of South Bend, Indiana; and WHEREAS, pursuant to the provisions of Section 36-7-12-24(a) ofthe Act and Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), a public hearing on the proposed plan of financing of the Project was held by the Economic Development Commission (the "Commission") of the Issuer, prior to the adoption of this Ordinance, pursuant to notice caused to be published by the Commission in the South Bend Tribune and in the Tri-County News, both being newspapers of general circulation in the City of South Bend, Indiana, on November 19, 1999. NOW, THEREFORE, BE IT RESOLVED by the members ofthe Common Council ofthe City of South Bend, Indiana, AS FOLLOWS: Section 1. Definitions. In addition to the words and terms defined in this Ordinance, the words and terms used in this 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. Section 2. Determination of Issuer. Pursuant to the Act, and based solely upon the application submitted by the Borrower and other representations made, information presented and testimony given by representatives of the Borrower, without independent verification, the Issuer hereby finds and determines that (a) the Project is an "economic development facility" as defined in the Act and is consistent with the provisions ofthe Act, (b) the Project will not have an adverse competitive effect on similar industrial projects already constructed or operating in the City of South Bend, Indiana, and (c) to promote opportunities for gainful employment and business opportunities in the City of South xESVCS~2asoas. i -2- Bend, Indiana, and to benefit the health and general welfare ofthe citizens ofthe City of South Bend, Indiana, the Project shall be and is hereby approved and authorized to be financed through the issuance of the Bonds as described herein. The Issuer further determines that the action of the Commission in causing notice of said public hearing to be published as required by Section 36-7-12-24 ofthe Act and Section 147(f) ofthe Code, and in causing a report to be provided to the Executive Director of the area plan commission of St. Joseph County, is in all respects hereby ratified, confirmed and approved, and the holding of said public hearing by the Commission and the delivery of such report are hereby acknowledged and approved. The Mayor, as the "applicable elected representative" ofthe Issuer for purposes of Section 147(f) of the Code, has concurrently herewith approved the issuance of the Bonds in the aggregate principal amount not to exceed $1,300,000 to assist in the acquisition and installation of the Project as hereinbefore provided. Section 3. Small Issue Election of Issuer. The Issuer hereby elects to have the provisions as to the $10,000,000 limitation contained in Section 144(a)(4)(A) of the Code apply to the Bonds. Section 4. Authorization of Bonds. There are hereby authorized to be issued, sold and delivered the Bonds designated as "City of South Bend, Indiana, Economic Development Revenue Bonds, Series 1999 (Rink Riverside Printing, Inc. Project)" in an aggregate principal amount not to exceed One Million Three Hundred Thousand Dollars ($1,300,000), for the purpose of paying a portion of the cost of the acquisition and installation of the Project. Section 5. Terms and Execution of the Bonds. The Bonds shall be issued as fully registered Bonds, without coupons, in the form and denominations set forth in the Loan Agreement; shall bear such date as provided in the Loan Agreement; shall mature on such date as provided in the Loan Agreement; shall bear interest at such rate as provided in the Loan Agreement; shall be subject to tender or redemption prior to maturity upon the terms and conditions set forth in the Loan Agreement; shall be payable at such place or places and in such medium as provided in the Loan Agreement; and shall contain such other terms and provisions as are set forth in the Loan Agreement. 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 seal of the Issuer shall be impressed thereon or a facsimile of such seal placed thereon. If the Bonds are issued without a trust indenture or trustee, at least one ofthe authorized signatures on the Bonds shall be manual. 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 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 maybe paid out of money attributable to Bond proceeds or from temporary investments or from other moneys, if any, accruing to the Holder. xESVCS~zasoas. i -3 - Pursuant to the Loan Agreement, the Issuer will assign to the Holder the Issuer's rights under the Loan Agreement and the Project Note (except for the Unassigned Issuer Rights, as defined in the Loan Agreement), as security for the payment of the Bonds. As a result of the Issuer's assignment as hereinbefore provided, the Issuer will have no ownership interest in the Project. The Bonds and the obligation to pay interest thereon do not now and shall never constitute a debt, a liability, a general obligation or a pledge of the faith and credit of the Issuer, the State of Indiana or any political subdivision thereof, or a charge against the general faith and credit or taxing powers, if any, of any of them, within the meaning of any constitutional or statutory provision, but shall be secured as aforesaid, and are payable solely from the revenues and receipts derived from the Loan Agreement and the Project Note. No Holder of the Bonds shall have the right to compel the taxing powers, if any, of the Issuer, the State of Indiana or any political subdivision thereof to pay any principal of, premium, if any, or interest on the Bonds. Neither the members of the Issuer nor any person executing the Bonds shall be subject to personal liability or accountability by reason of the issuance of the Bonds. The Borrower will indemnify and hold the Issuer, its members, the Commission, its members and the State of Indiana, including its attorneys, employees and agents, free and harmless from any loss, claim, damage, tax, penalty, liability, disbursement, litigation expenses, attorneys' fees and expenses or court costs arising out of, or in any way relating to, the execution or performance of the Loan Agreement, the Project Note or any other documents in connection therewith, including the issuance or sale of the Bonds, actions taken under the Loan Agreement, the Project Note or any other cause whatsoever pertaining to the Project or the Bonds. Section 6. Authorization of the Loan Agreement, Project Note and All Other Documents to be Executed by the Issuer. In order to secure the payment of the principal of, premium, if any, and interest on the Bonds, the Mayor ofthe Issuer and the Clerk ofthe Issuer, shall execute, acknowledge and deliver in the name and on behalf ofthe Issuer, the Loan Agreement and shall endorse the Project Note to the Holder in substantially the form submitted to the Issuer, with such changes therein as such officials, with the advice of counsel, may approve and determine, as conclusively evidenced by their execution thereof, to be advisable and in the best interests of the Issuer and in conformance with this Ordinance. The documents before this meeting, including the Loan Agreement and the Proj ect Note, have been approved in the forms submitted. The Clerk of the Issuer is hereby directed to keep such Loan Agreement and the Project Note on file. Section 7. General. The Mayor of the Issuer and the Clerk of the Issuer, are hereby authorized and directed, in the name of and on behalf of the Issuer, to execute any and all instruments, documents and certificates, perform any and all acts, approve any and all matters, and do any and all things deemed by them to be necessary or desirable in order to carry out the purposes of this Ordinance (including the preambles hereto), the acquisition and installation of the Project by the Borrower, the issuance and sale of the Bonds pursuant to the Loan Agreement and the securing of the Bonds under the Loan Agreement and the Project Note. xESVCS~2asoas. i -4- Section 8. Invalidity. If any section, paragraph, clause or provision of this Ordinance shall be ruled by any court of competent jurisdiction to be invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the remaining sections, paragraphs, clauses or provisions. Section 9. Conflicts. All ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Ordinance, are, to the extent of such conflict, hereby repealed. Section 10. Public Inspection. Two copies ofthe Loan Agreement are on file in the office of the Clerk of the Issuer for public inspection in compliance with Indiana Code 36-1-5-4. Section 11. Effective Date. This Ordinance shall be in full force and effect upon compliance with Indiana Code, Title 36, Article 4, Chapter 6. Adopted by the Common Council of the City of South Bend, Indiana this day of November, 1999. COMMON COUNCIL OF THE CITY OF 1 st READING ~~~-~ \ PU6LIC HEARING iZ.-3-`1~j 3rd READING 1L-3-`~y NOT APPROVED REFEP.RED SOUTH BEND, INDIANA Member of Common Council x~svcs~zasoas. i -5- ~jjQ~ bid ~~~1'tC°~ ~I~OG~ DEC 0 3 1099 LOt~ETT~ J. Qi.JDfi, CITYCLER~;, ~O. D~FyD, l~ 3. COMMITTEE REPORT TO THE COMMON COUNCIL OF THE CITY OF SOUTH BEND: Your Committee of the Whole, to whom was referred: BILL NO. 103-99 A BILL AUTHORIZING THE ISSUANCE AND SALE OF NO MORE THAN $1,300,000 ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 1999 (RINK RIVERSIDE PRINTING, INC. PROJECT) OF THE CITY OF SOUTH BEND, INDIANA, FOR THE PURPOSE OF FUNDING A LOAN TO RINK RIVERSIDE PRINTING, INC. IN ORDER TO FINANCE THE ACQUISITION AND INSTALLATION OF EQUIPMENT AND MACHINERY TO BE UTILIZED IN AN EXISTING MANUFACTURING FACILITY LOCATED IN THE CITY OF SOUTH BEND, INDIANA; PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SUCH BONDS; AUTHORIZING THE EXECUTION OF A BOND PURCHASE AND LOAN AGREEMENT AND A PROJECT NOTE APPROPRIATE FOR THE PROTECTION AND DISPOSITION OF SUCH REVENUES AND TO FURTHER SECURE SUCH BONDS; AND AUTHORIZING SUCH OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS." Respectfully report that at their committee meeting held on November 22°d, 1999 that they have examined the matter and that in their opinion, this bill is being recommended to the full Council with a favorable recommendation. Charlotte Pfeifer Chairman Note: At the Common Council's special meeting held on Friday, December 3, 1999, the Council accepted the substitute version of this bill.