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HomeMy WebLinkAbout1991-OR-16AN ORDINANCE OF THE CITY OF JEFFERSONVILLE, INDIANA ("CITY") AUTHORIZING AND PROVIDING FOR THE ISSU- ANCE OF THE VARIABLE RATE DEMAND ECONOMIC DEVELOP- MENT REVENUE REFUNDING BONDS (MERCHANT'S GRAIN, INC. PROJECT) IN THE PRINCIPAL AMOUNT OF $6,000,000, WHICH BONDS WILL BE PAYABLE SOLELY AND ONLY FROM REVENUES AND PROCEEDS FOR AND ON BEHALF OF THE PROJECT; AUTHORIZING THE EXECUTION OF (1) A LOAN AGREEMENT, WHEREBY MERCHANT'S GRAIN, INC. ("COMPANY") WILL AGREE TO MAKE OR HAVE MADE ON ITS BEHALF PAY- MENTS SUFFICIENT TO PAY THE PRINCIPAL AND INTEREST REQUIREMENTS ON THE BONDS; (2) A TRUST INDENTURE, WHICH SETS FORTH THE TERMS AND CONDITIONS UPON WHICH THE BONDS ARE TO BE ISSUED AND OUTSTANDING AND PROVIDES FOR THE RIGHTS OF BONDHOLDERS AND THE ENFORCEMENT THEREOF; (3) A PLACEMENT AGREEMENT PRO- VIDING FOR THE PLACEMENT OF THE BONDS; AND (4) AP- PROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF ANY OTHER BOND DOCUMENTS RELATED THERETO; AND TAKING ANY OTHER ACTION RELATED THERETO. WHEREAS, on October 7, 1985, the Common Council of the City of Jeffersonville, Indiana, enacted Ordinance No. 85-0R-54 authorizing the City of Jeffersonville to issue its Economic Development Revenue Bonds (Merchant Grain Elevator Partners - Series II Project) in the principal amount of $6,000,000 and authorized other actions in respect thereto; and WHEREAS, on October 9, 1985, said Bonds were issued in the principal amount of $6,000,000 pursuant to the Loan Agreement and the City assigned all of its interest in said Loan Agreement to CommerceAmerica Banking Company (now INB National Bank), Jeffersonville, Indiana, as Trustee; and pursuant to the Leasehold Mortgage, among the City, the Partnership and CommerceAmerica Banking Company, as Trustee, the Bonds were secured by said Leasehold Mortgage and the Loan Agreement; and WHEREAS, the City of Jeffersonville, Indiana, is authorized and empowered by IC-36-7-12-1 and IC5-1-5 to issue bonds to refund outstanding bonds if it is found to be in the public interest of the City Of Jeffersonville; and WHEREAS, the 1985 Bonds were issued to finance the acquisition, construction and equipping of a facility to be used for the purposes of loading and unloading grain and grain-related products, fertilizer and other bulk and/or bagged commodities and for the storage thereof and other activities related or incidental to the foregoing (the "Project"), located in Clark Maritime Centre in the geographic boundaries of the City and in connection with the issuance of the 1985 Bonds, the right was reserved in the City, upon direction of the Company, successor in interest to Merchant's Grain Elevators Partners Series II, to redeem the 1985 Bonds if i~ was found that it should be carried out in the public interest by the issuance of the City of Jeffersonville Variable Rate Demand Economic Development Revenue Refunding Bonds (Merchant's Grain, Inc. Project) (the "1991 Refunding Bonds") and the application of the proceeds of the 1991 Refunding Bonds for the payment and discharge of the 1985 Bonds; NOW, THEREFORE, BEIT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF JEFFERSONVILLE: SECTION 1. Authorization of Bonds. For the public interest and the economic development of the City of Jeffersonville, the City hereby authorizes and approves the issuance of the City of Jeffersonville, Indiana, Variable Rate Demand Economic Development Revenue Refunding Bonds (Merchant's Grain, Inc. Project)'dated as of the closing date (the "Bonds") in the principal amount of up to $6,000,000 consisting of fully registered Bonds in the denominations of $100,000 and any integral multiples thereof, as more fully provided for in the Trust Indenture by and between the City of Jeffersonville and Citizens Fidelity Bank and Trust Company - Indianat New Albany, Indiana, dated as of March 1, 1991, hereinafter approved. The Bonds shall bear interest payable as provided in the Indenture until payment in full as set forth in the Indenture at rates more fully set forth in the Indenture. The Bonds shall mature and be subject to redemption as set forth in the Indenture approved hereby and incorporated by reference herein. In no event shall the interest rates on the Bonds exceed 16% per annum and the Bonds shall mature on March 1, 2001. SECTION 2. Approval and Authorization of Execution of Various Documents; Loan Agreement, Indenture of Trust and Placement Agreement. The following documents in the respective forms attached to this Ordinance are hereby approved, subject to nonsubstantial changes, insertions or omissions as may be approved by the Mayor, such approval to be conclusive evidence by the execution of said documents, in order to effectuate the purposes of the Ordinance. The Mayor of the City is hereby authorized to execute and acknowledge same for and on behalf of the City, and the City Clerk-Treasurer is authorized to attest same and to affix thereto the corporate seal of the City. Said documents are hereby ordered to be filed in the office of the Clerk-Treasurer of the City labeled respectively, Exhibits A, B and C, as identified below, and each of said documents is ordered to be recorded in the official records of the City: (1) the Loan Agreement (the "Loan Agreement") dated as of March 1, 1991, between the City and Merchant's Grain, Inc. (the "Company") (Exhibit A); (2) the Trust Indenture (the "Trust Indenture") dated 2 as of March 1, 1991, and Trust Company (Exhibit B); and between the City and Citizens Fidelity Bank - Indiana, New Albany, Indiana, as Trustee (3) the Placement Agreement (the "Placement Agreement") dated as of ~arch 1, 1991, among the City, PNC Financial Corp., as Placemeht Agent, and the Company, providing for the placement of the Blonds at the aggregate price and upon the respective terms and conditions, all as set forth in the Indenture (Exhibit C). SECTION 3. Disbursement of Proceeds of Bonds. The Company and the Trustee are hereby authorized to carry out the procedures specified in the Indenture for the refunding of the 1985 Bonds. SECTION 4. Reven~es of the Project. Revenues and other payments received by !the City under the terms of the Loan Agreement are determined to be sufficient to pay the principal of and interest on the Bonds as the same become due and payable; all said payments and other payments received under the Loan Agreement and all other revenues arising out of or in connection with the Loan Agreement, are hereby pledged to secure such payments and revenues, in addition, for such other purposes are fully specified in the Indenture. SECTION 5. Designation of Trustee. Citizens Fidelity Bank and Trust Company - Indiana, New Albany, Indiana, is hereby designated as the corporate Trustee under the Indenture and also as Paying Agent for the Bonds. SECTION 6. ExecUtion of Bonds. The Bonds shall be executed in the manner provided in the Indenture and shall be delivered by the Trustee for proper authentication and delivery by the Trustee. SECTION 7. Mayor, Clerk-Treasurer and Other City Officials to Take Any Additional Necessary Action. Pursuant to the Constitution and the laws of the State of Indiana, the Mayor and Clerk-Treasurer and any other appropriate City officials of the City are hereby authorized and directed to take any and all further action and to execute and deliver all other documents as may be necessary to effect the issuance and delivery of the Bonds. SECTION 8. Public Approval Requirement. Notice for a public hearing with respect to the Bonds was published in THE EVENING NEWS on February 16, 1991 and such notice apprised the residents of the affected governmental units, including the City of Jeffersonville, Indiana, of the proposed issuance of the Bonds. A public hearing was held on the date hereof with 3 respect to the Bonds by and before the Common Council of the City of Jeffersonville, Indiana, and such public hearing was conducted in a manner which provided a reasonable opportunity for persons with differing views on the issuance of the Bonds to be heard. SECTION 9. Seve~ability. 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 provisions hereof. SECTION 10. Pr6visions. The provisions of this Ordinance, the Loan Agreement and the Indenture securing the Bonds shall constitute a Contract binding between the City and the holder of the City of Jeffersonvllle, Indiana, Variable Rate Demand Economic Development Revenue Refunding Bonds ("Merchant's Grain, Inc. Project"), and a~ter the issuance of said Bonds, this Ordinance shall not be rePealed or amended in any respect that would adversely affect the rights of such holder so long as the Bonds or the interest thereon remains unpaid. in procedures required by law. SECTION 11. Effective Date. This Ordinance shall be full force and effect' from and after compliance with the /~residing O~icer ATTEST: Presented by me to the Mayor of the City of Jeffersonville, Indiana, on March ~, 1991. Clerk-Treasurer ~/ Approved and signed by me on Mar~h ~, 1991. Dale ~rem, Mayor ' City of Jeffersonville, Indiana IBG,D5644 5644.ORD2 4