County Council Ordinance - September 1997.
ORDINANCE NO. 1�1 �1 i� S b
AN ORDINANCE AVI'HORIZING TF-IE COUNTY OF GIBSON, INDIANA, TO ISSUE
TTS POLLUTION CONTROL REVENUE BONDS (TOYOTA MOTOR MANUFACTURING,
INDIAN.� PROJECT�, IN ONE ORMORE SERIES, AND APPROVING AND AUTHORIZING
OTf�R ACTIONS IN RESPECT THERETO.
WHEREAS, the County of Gibsoq Indiana (the "County"), is authorized by Indiana Code
36-7-11.9 and 36-7-12 (collectively, the "Act") to issue revenue bonds under the Act for pollution
control facilities (as defined in the Act) to accomplish the purposes of the Act, and to make a loan
of the proceeds from such bonds to a user (as defined in the Act) for the cost of acquisition,
constcuction or installation of pollution control facilities, with such loan to be secured by the pledge
of an obGgation of such user; and
WHEREAS, the Act defines "pollution control facilities" to include facilities for the
abatement, reduction or prevention of pollution, or the removal or treatment of any substances in
materials begin processed that otherwise would cause pollution when used; and
WHEREAS, the Act provides that the financing of pollution control facilities that promote
a substantial likelihood of the abatement, reduction or prevention of pollution, or the removal or
treatment of substances in materials being processed that othern+ise would cause pollution when used,
serves a public purpose and will be of benefit to the health or general welfare of the unit proposing
to issue bonds for the financing or of the unit where the facilities that are to be financed are located;
and
WHEREAS, Toyota Motor Manufacturing, Indiana, Inc., an Indiana corporation (such
corporation or any affiliate thereof, "Toyota"), has advised the Gibson County Economic
Development Comrnission (the "Commission") that it proposes that the County issue revenue bonds
under the Act for pollution control facilities to accomplish the purposes of the Act, and to make a
loan of the proceeds from such bonds to Toyota for the cost of acquisition, construction and
installation ofcertain pollution convol facilities, which pollution control facilities will consist of solid
waste disposal facilities and sewage disposal facilities, including systems constructed or to be
constructed for the purpose of collection, treatment, storage, processing, disposal or recycling of
wazte, inctuding industrial sewage, solid waste and other plant emissions, including stamping waste,
body shop waste, welding shop waste, assembly azea waste, paint shop waste, parts fabrication waste,
and oth� industrial waste produced by manufacturing operations, which systems include, but are not
limited to, a wastewater collection and transfer system, a wastewater treatment system, stamping area
waste systems, welding shop waste systems, assembly shop waste systems, paint shop waste systems
and other plant waste systems, together with any functionally related and subordinate facilities,
including piping, pumps, valves, motors, ducts, lighting and safety equipment, mechanical and
electrical awtiliaries, related plant infrastructure, controls and instrumentation, related structures and
swctural components, assoc.iated site development, land and other facilities necessary or appropriate
to the operation or maintenance of such solid waste disposal facilities and sewage disposal facilities,
and any replacements or substitutions for such solid waste disposal facilities and sewage facilities,
which soGd waste disposal facilities and sewage disposal facilities will be owned and operated by ,.
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Toyota and located on approximately 1200 acres of land bounded on the west by US 41, bounded
on the north by County Road 350 South, bounded on the east by County Road 100 East as if
extended to County Road 350 South, and bounded on the south by an 81 acre tract of property
Imown as Schumeier Fazms and a 10.1 acre tract of property owned by the Town of Fort Branch, in
Gibson County, Indiana (such pollution control facilities, the "Project"); and
WHEREAS, this County Council desres that the County issue its County of Gibsoq Indiana, :.
Pollution Control Revenue Bonds (Toyota Motor Manufacturing, Indiana, Project), in one or more
series, in an aggregate principal amount not to exceed Forty Million Dollars ($40,000,000) (the
"Bonds"), pursuant to one or more Trust Indentures (collectively, the "Indentures") between the
County and Citizens Trust Company of Indiana, N.A., as trustee, and to make one or more loans.
(collectively, the "Loans") of the proceeds therefrom to Toyota pursuant to one or more Loan
Agreements (collectively, the "Loan Agreements") between the County and Toyota, for the cost of
acquisition, construction and installation of the Project; and
WHEREAS, this County Council desires that the County sell the Bonds to Goldman, Sachs
& Co. (the "Underwriter"), pursuant to one or more Underwriting Agreements (collectively, the
"Underwriting Agreements") among the County, Toyota and the Underwriter, and one or more
PreGminary Official Statements (collectively, the "Preliminary Official Statements") with respect to
the Bonds; and
WHEREAS, the Commission, after a public hearing conducted on February 25, 1997,
pursuant to Indiana Code Section 36-7-12-24 and Section 147(� of the Intemal Revenue Code of
1986, as amended, advised this Counry Council of the results of such hearing and adopted a
resolution on September � 1997, which resolution has been previously transmitted hereto, finding
that the proposed financing of the Project will be of benefit to the health or general welfare of the
County and its citizens and complies with the Act; and
WHEREAS, the Commission has approved the substantially final forms of the Bonds, the
Indentures, the Loan Agreements, the Underwriting Agreements and the Preliminary Official
Statements (the Bonds, the Indentures, the Loan Agreements, the Underwriting Agreements and the
Preliminary Official Statements, collectively, the "Financing Documents") and the proposed fortn of
this ordinance, by resolution adopted prior in time to this date, which resolution has been transmitted
hereto; now, therefore:
BE IT ORDAINED BY Ti-IE COUNTY COUNCIL OF THE COLTNTY OF GIBSON,
INDIANA:
SECTION 1. This County Council hereby finds that the financing of the Project,
including the issuance and sale of the Bonds and the making of the Loans to Toyota
for the cost of acquisition, construction and installation of the Project, will be of
benefit to the health or general welfare of the County and its citizens and complies
with the Act.
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SECTION 2. This County Council hereby approves the proposed financing of the
Project in the form that such financing was approved by the Commission, including
the forms and terms of the Financing Documents, which shall be kept on file by the
Auditor. In compliance with Indiana Code Section 36-1-5-4, two copies of the
Flnancing Documents are on file in the office of the Auditor of the County for pubGc
inspection.
SECTION 3. The County shall issue and sell the Bonds and make the Loans to
Toyota for the cost of acquisition, construction and installation of the Project. The
Bonds shall be special and limited obligations of the County, payable solely from and
secured exclusively by certain revenues of the County pledged thereto, including
revenues derived from payments to be made under the Loan Agreement. The Bonds
shall not constitute a debt, liability or obligation of the County, the State of Indiana
or any political subdivision thereof, within the meaning of any constitutional or
statutory provision or limitation, or a pledge of the faith and credit or taxing power
ofthe Counry, the State of Indiana or any politicai subdivision thereof, and shall not
be payable in any manner from revenues raised by taxation.
SECTION 4. The manner of execution of the Bonds, the date of the Bonds, the term
or terms of the Bonds, the manner in which the interest rate on the Bonds will be
detemuned, the denominations of the Bonds, the form of the Bonds, the registration
privileges for the Bonds, the medium of payment of the Bonds, the place or places of
payment of the Bonds and the terms of redemption of the Bonds shall be as set forth
in the form oFthe Indentures herein approved.
SECTION 5. This County Council hereby approves the distribution of the
Preliminary Official Statements. This County Council hereby approves the
distribution of one or more Official Statements (collectively, the "Official
Statements"), in substantially the same form as the Preliminary Official Statements,
but with the addition thereto of any information related to the offering price(s),
interest rate(s), selling compensation, aggregate principal amount, principal amount
per maturity, delivery dates and ratings of the Bonds, and any other information
depending on such matters.
SECTION 6. The Auditor ofthe County is hereby authorized and directed to sell the
Bonds to the Underwriter at a price not less than 97% of the aggregate principal
amount thereof, plus accrued interest, if any, and at a rate of interest determined as
set forth in the Financing Documents.
SECTION 7. The Board of Commissioners and Auditor of the County are hereby
authorized and directed to execute those Financing Documents which require the
signatures of the Board of Commissioners and Auditor of the County and any other
document which may be necessary or desirable to consummate the transactions
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contemplated by the Financing Documents, and their execution is hereby confirmed
on behalfofthe County. The signatures ofthe Board of Commissioners and Auditor
of the County on the Bonds may be facsimile signatures. The Auditor of the County
is hereby authorized to arrange for the delivery of the Bonds to the purchasers
thereof, payment for which will be made in the manner set forth in the Financing
Documents. The Board of Commissioners and Auditor of the County may, by their
exewtion of the Financing Documents requiring their signatures or the imprinting of
their facsimile signatures thereoq approve changes therein and in those Financing
Doaments which do not require the signatures of the Board of Commissioners and/or .
Auditor without further approval of this Common Council or the Commission if such
changes do not affect the tertns set forth in Indiana Code Section 36-7-12-27(a)(1)
through (a)(10).
SECTION 8. The provisions of this Ordinance shall constitute a binding contract
between the County and the holder or holders of the Bonds, and, after the issuance
ofthe Bonds, this Ordinance shall not be repealed or amended_in any respect which
would, adversely affect the rights of such holder or }iolders so long as the Bonds or
the interest thereon remains unpaid.
SECTION 9. This Ordinance shall be in full force and effect upon adoption and
compliance with Indiana Code Section 36-2-4-8.
The foregoing was passed by the County Council of the County of Gibson, Indiana, this 16th day of
September, 1997.
Attest:
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Counry Auditor
u�msm ttws �tssaa
Presiding Officer
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NOTICE TO THE PUBLIC
NOTICE is hereby given to the public that the Board ot
County Commissioners of Gibson County, Indiana, did on September
��%� 1997, adop� Ordinance No. 1997 - S, said Ordinance as
follows:
C— �iP/�l % E�J Ti/1 E O��i�✓�n/e c' /�,2 E—�
BOARD OF COUNTY COMMISSIONERS
OF GIBSON COUNTY, INDZANA