Loading...
HomeMy WebLinkAbout1989-R-15 RESOLUTION NO. /~__ A RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH WYANDOT, INC. PERTAINING TO THE FINANCING OF ECONOMIC DEVELOPMENT FACILITIES WITHIN BOUNDARIES OF THE CITY OF JEFFERSONVILLE, INDIANA FOR THE USE OF WYANDOT, INC. WHEREAS, the City of Jeffersonville, Indiana, ("Issuer") by virtue of the laws of the State of Indiana, particularly Title 36, Article 7, Chapters 11.9 and 12, Indiana Code (the "Act"), and the authorities therein mentioned, wishes to take the necessary actions for the issuance of revenue obligations of the Issuer in order to assist Wyandot, Inc. ("Company"), a corporation duly organized and validly existing under the laws of the State of Ohio and quali- fied to do business in the State of Indiana, in the financing of certain real and personal property to become part of the Company's food manufacturing faci- lity, located within the City, more particularly described in Exhibit A to the form of Agreement hereinafter described ("Project"), which Project will be located within the boundaries of the Issuer; WHEREAS, the Jeffersonville Economic Development Commission adopted a resolution on August 7, 1989 making the following findings: Section 1. That the creation of opportunities for gainful employment in the City resulting from the Project will serve a public purpose and be of benefit to the health and general welfare of the City and its citizens and that it is in the public interest that this Com- mission and the City take such action as they lawfully may to promote the creation of opportunities for gainful employment in the City. Section 2. That the acquisition, construction and installation of the Project will not have an adverse competitive effect on any simi- lar facility already constructed or operating in or about Jefferson- ville, Indiana; Section 3. That the Project to be financed from the proceeds of the Economic Development Revenue Bonds of the City in principal amount now estimated not to exceed $2,200,000 is an economic development facility in accordance with the Act and the financing of the Project with such Bonds will serve the public purposes referred to in Section 1, in accordance with the Act. Section 4 That in order to induce the Company to proceed with the acquisition, construction and installation of the Project (i) the EDC will take or cause to be taken such actions pursuant to the Act as may be required to implement the aforesaid financing, or as it may deem appropriate in pursuance thereof; provided that all of the fore- going shall be mutually acceptable to the City and the Company; and (ii) the EDC will adopt such resolutions and authorize the execution and delivery of such instruments and the taking of such action as may be necessary and advisable for the authorization, issuance and sale of said economic development bonds. - 2 - NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF 3EFFERSONVILLE, INDIANA, IN THE STATE OF INDIANA: Section 1. This Common Council does hereby find and determine that: (a) The Project will be "economic development facili- ties'' within the meaning of that term as defined in the Act~ and (b) The Project is consistent with the purposes of the Act to create opportunities for gainful employment in the City of Jeffersonville~ Indiana and will serve a public purpose and be of benefit to the health and welfare of the Issuer and its citizens. Section 2. In order to assist the Company in the financing of the Project this Common Council hereby agrees, subject to compliance with the applicable requirements of the Internal Revenue Code of 1986~ as amended~ to authorize and issue revenue obligations of the Issuer in the maximum a§gregate face amount of $2~200,000 ("Bonds"), pursuant to the Act and to lend the proceeds of such issuance to the Company. This official action is further evidenced by the form of Agreement to Issue Bonds by and between the Issuer and the Company attached hereto as Exhibit I ("Agreement")~ which is hereby in all respects approved. The Mayor is hereby authorized and directed to execute the Agreement substantially in such form with such changes as are not adverse to the Issuer as the Mayor may approve, such execution being conclusive evi- dence of approval of any such changes. Section 3. It is found and determined that all formal actions of this Common Council concerning and relating to the adoption of this ordinance were passed in an open meeting of this Council, and that all deliberations of this Council and of any of its committees that resulted in such formal action, were in meetings open to the public~ in compliance with the law. Section 4. This resolution shall take effect and be in full force and effect from and immediately after its adoption by the Coramon Council and the approval and signing of the Mayor. Adopted this 9th day of August, 1989 (SEAL) CITY OF JEFFERSONVILLE, INDIANA Presiding O'ffic~r Attest · Clerk-Treasurer - 3 - Presented by me as Clerk-Treasurer to the Mayor of the City of Jeffersonville, Indiana on the ~ day of August, 1989 at the hour of ~ o'clock ~.m. Approved and signed by me this ~ day of August, 1989 at the hour of ~ o'olook ~.m. Mayor Exhibit I AGREEMENT TO ISSUE BONDS THIS AGREEMENT, entered into as of August __, 1989 between the City of jeffersonville, Indiana, a unit and municipality organized and existing under the Constitution and laws of the State of Indiana ("Issuer") and ndot Inc., a corporation duly organized and validly existing under the ~s of'the State of Ohio and qualified to do business in the State of Indiana ("Company"), in furtherance of the public purposes of Title 36, Article 7, Chapters 11.9 and 12 (the "Act") to create opportunities for gainful employ- ment in the City of Jeffersonville, Indiana under the following circumstances: A. The Company desires to finance costs of certain additions to the Company's food manufacturing facility .located within the City more particular- ly described in Exhibit A attached hereto ("Project") within the boundaries of the Issuer; and B. The Company has requested that the Issuer issue economic develop- ment revenue bonds or other obligations pursuant to the Act, in the maximum aggregate face amount of $2,200,000, ("Bonds") to assist in the financing of the Project, and is agreeable to making payments to the Issuer sufficient to pay all of the principal of and premium, if any, and interest on the Bonds; and C. The Issuer is willing to issue the Bonds and desires to obtain the economic benefits from operation by the Company of such Project. As an inducement to and in consideration of the Company's plans with respect to the Project, the Issuer and the Company agree as follows: 1. The Company may commence and continue, or cause to be commenced and continued, the acquisition, construction and installation of the Project, and the Company will provide, or cause to be provided, at its own expense, the necessary interim financing to permit such acquisition, construction and in- stallation of the Project to commence and continue. Upon the issuance of the Bonds, the Issuer and the Company will enter into one or more agreements ("Financing Agreement") with respect to the Project and the financing there- for. The Financing Agreement shall be in the form of a loan agreement or, if subsequently requested by the Company, another form of agreement permitted under the Act, and may contain such terms and conditions as provided or per- mitted under the Act; provided, however, that the Financing Agreement shall require payments sufficient to pay the principal of and premium, if any, and interest on such Bonds as may be issued with respect to the Project, or por- tion thereof, which is the subject of such Financing Agreement. In order to secure the payment of the principal of and premium, if any, and interest on the Bonds, the Issuer shall also enter into a trust agreement or an assignment of revenues which shall have such terms and conditions as may be provided or permitted under the Act. Upon request of the purchaser or purchasers of the Bonds, the Company may give and the Issuer or the trustee, mortgagee or secured party designated under such trust agreement or mortgage or security agreement shall, on behalf and for the protection of the holder of the Bonds, accept such other security as may be provided or permitted under the Act. The Issuer shall not have any financial responsibility with respect to the Bonds or the Project except from revenues and receipts derived by the Issuer from the Financing Agreement with respect to the Bonds and the Project. It is understood that the Project is that of the Company and any contracts made by the Company with respect thereto, whether acquisition contracts, construction contracts or otherwise or any work done by the Company on the Project are made or done by the Company in its own behalf and not as agent or contractor for the Issuer. 2. Upon receipt of a request from the Company and compliance with all applicable requirements of the Internal Revenue Code of 1986, as amended, relative to the tax-exempt status of the Bonds~ the Issuer will promptly issue the Bonds in such form and in one or more series~ maturing in such amounts and times~ bearing interest at such rate or rates, payable on such dates and con- taining such optional and mandatory redemption features and prices as are requested by the Company, and will deliver the Bonds to the purchaser or pur- chasers thereof and cooperate to its fullest extent in consummating the trans- action. 3. In order to induce the Issuer to execute and deliver this Agree- ment and ultimately to issue the Bonds~ the Company hereby agrees: (a) The acquisition, construction and installation of the Project was not commenced prior to the date hereof. (b) The provision of the assistance to be provided under this Agreement and the commitments therefor made by the Issuer (i) have induced the Company to locate within the boundaries of the Issuer the expansion of that business of the Company to be conducted by use of the Project and (ii~ will create opportunities for gainful employment with- in the Issuer. (c) The Company will defend, indemnify and hold the Issuer and any and all officials thereof harmless against any and all loss, cost, expense, claims or actions arising out of or connected with the execution of this Agreement and the consummation of the transactions provided for here- in and contemplated hereunder, including, without limita- tion~ the preparation of proceedings for, and the issuance, sale or delivery of, the Bonds. (d) The Company will promptly advise the Issuer in writing, with a copy to Bond Counsel, if either the scope or nature of the Project as described in Exhibit A hereto changes in any respect or the. maximum aggregate face amount of the Bonds to be issued will exceed that stated herein. IN WITNESS WHEREOF, the Issuer, pursuant to an ordinance duly passed by its Common Council on Au§ust 9, 1989 has caused this Agreement to be exe- cuted by its Mayor~ and the Company has caused it to be executed, all as of the day and year first above written. WYANDOT, INC. By Title: CITY OF 3EFFERSONVILLE, INDIANA Hayer EXHIBIT A PROJECT The Project will consist of (i) a 29,700 square-foot warehouse to be located adjacent to the existing food manufacturing facility of Wyandot, Inc. at the intersection of Peacely and Green Streets, Jeffersonville, Indiana for use in short-term storage for raw materials and packaging for snack foods manufactured at the existing facility and (ii) various equipment and improve- ments to be used in the manufacture of snack foods at the existing facility and (iii) together with any additional items of equipment and improvements which are necessary or related to that warehouse, the equipment and the im- provements.