County Council Ordinance - November 2000 (2).
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A\' ORllINA\'C[ r�U"I�HORI"LI\G THE COU\'Tl' OF GIE3S0\'. INDIr\\'r�. TO ISSUL
lTS POLLL'TIO\' CONTROL RL'\'E\'U� BO\'DS (TO1'OTA \-IOTOR i\9A\UFACTURING,
I\DIA\'A, PROJECT), I\� O\�L OR \qORE SERIES: AND APPROV[NG A\D r\UTHORIZ[\iG
OTHER ACTIONS IN RE-SPECT THERETO.
\\'HEREAS: the Count�� of Gibson. Indiana (the "Count�•"); is authorized bv Indiana Code
36-7-11.9 and 36-7-12 (collecti��ely, the "Act") to issue re��enue bonds wider the Act for pollution
control facilities (as defined in the Ac[) 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.
construction or installation ofpollution control facilities, �vith such loan to be secured by the pledge
of an oblieation of such use�° and
IVHEREAS, the Act defines "pollution control facilities' to include facilities tbr d�e
abatement. reduction or prevention of pollution, or the remo��al or treatment ol'an�� substances in
materials begin processed that othenvise ���ould cause pollution �vhen used; and
\1'HEREAS. the Act pro��ides that the financin�� ol�pollution conuol lacilities that promote
a substantial likelihood of the abatement, reduction or prevention of pollution. or the remo��al or
treatment of substances in materials bein� processed that othernise �vould cause pollution ���hen
used. ser��es a public purpose and ��•ill be of benefit [o the health or eeneral �aelfare o1� [he unit
proposin� to issue bonds for the financin_ or of the unit ��here the facilities that are [o be financed
are located: and
\ITHERPAS. To�ota Motor \4anufacturin�. Indiana. Inc., an Indiana corporation (such
corporation or am- affiliate thereof; "To��ota')�has advised the Gibson Counq� Gconomic
De��elopment Commission (the "Commission") that it proposes that the Count�� issue re��enue bonds
under the Act for pollution control facilities to accomplish the purposes of the r\cL and to make a
loan of the proceeds from such bonds to To��ota for the cost of acquisition, consu•uction and
installation of certain pollution control facilities, �vhich pollution control facilities ���ill consist of
solid ���aste disposal facilities and se���a�e disposal facilities. includin� systems constructed or to be
constructed for the purpose of collection. treaunent. storage. processing. disposal or recvcline of
���aste, indudin� industrial se�� age, solid ���aste and other plant emissions. includin� st�mpin� ��aste.
body shop �vaste. ��eldina shop ��aste. assembl�� area �vaste, paint shop �vaste. parts tabrication
���aste, and other i��dustrial ���aste produced b�� manufacturin� operations. ��hich s�stems include. bu[
are no[ limited to. a��aste��•ater collection and transfer s��stem. a���aste��-ater treatmrnt s�stem.
stampin� area ���aste svstems. ���eldin� shop waste s��stems, assembh� shop �� aste s� stems, paint shop
�vaste s��stems and other plant ���aste systems. toeether ���ith am� functionallv related �nd subordinate
facilities. includine pipine, pwnps, val��es. motors. ducts. liehting and safetv eyuipment, mech�nical
and electrical auxiliaries. related plant infnstructure. controls and i��strumentation. related structures
and structural components. associated site de��elopment. land and other �hcilities necessan• or
appropriate to the operation or maintenance of such solid ���aste disposal facilities and se��age
disposal facilities, and am� replacements or substitutions for such solid ���aste disposal facilities and
se���aee facilities, ���hich solid �vaste disposal facilities and se�vaee disposal facilities ���ill be o�vned
i ob`�
a �,�P
and opera[ed b}� To��ota and located at 4000 Tulip Tree Dri��e. Princeton. Indiana =17670 (such
pollution control facilities, the "Projecr'): and
\1'f-IEREAS. this Counn� Council desires tliat the Countv issue its Countv ofGibson. Indiana.
Pollution Control Re��enue Bonds (To��ota \-lotor ��lanufacturing. Indiana. Project). in one or more
series, in an ag_�reeate principal amount not to esceed Sixt�� \-lillion Dollars (560.000.000) (the
`[3onds°). pursuant to onr or more "fnist Indentures (cullectivelv_ the "lndenaues'�) bet���een [he
Coimt�� and Pifth Third 13ank. Indiana, or an�� at�filiate thercot: as trustee. and to make one or more
loans (collrcti��el� . the "Loans") of the proceeds [herefrom to "I`o�rota pursuant to one or more Loan
Aereements (collecti��ely, the "Loan A�_reements°) bet��een the Count�� and To� ota. for the cost of
acquisition. construction and installa[ion of the Project; and
\VI-{ERGAS, this Count�� Council desires that the Countv sell the I3onds to Goldman, Sachs
& Co. or any affiliate thereof (the "Undern riter"), pursuant to one or more Undern ritin� A��reements
(collectivel��, the "Under�vritin� A�reements") amona thz Count��. Tovota and the Under���riter, and
one or more Preliminary Official Statements (collectiael��; the "Preliminan� Ofticial Statements")
���ith respect to the Bonds: and
\1'}iEREAS, the Commission. afrer a public hearin� conducted on \'o�ember 6. 2000.
pursuant to Indiana Code Section 36-7-12-24 and Section 1=47(f) of the Internal Re��ei�ue Code of�
1986, as amended. advised this Count�= Council of the results of such hearin� and adopied a
resolution on \o��ember�, 2000, ���hich resolution has been pre� iousl�� u�ansmined hereto. tinding
[hat the proposed financin�� of the Project �aill be of benefit to the health or ��eneral welfare of the
Countv and its citizens and complies �vi[h the .Act: and
\NFIGREAS. the Conunission has appro��ed the substanti�ll�� final forms of the 13onds, the
Indentures. the Loan Aerremenu. thi Under���ritine Aererments and the Preliminan� Otticial
Statements (the Bonds. the Indentures. the Loan flereements. the Unden��riting r\ereements �nd the
Preliminarv Official Statements. collectiveh�, the 'Financing Documents") and the proposed form
of this ordinance, b�� resolution adopted prior in time to this date. which resolution h1s been
transmitted hereto: no���. therefore:
BE IT ORDAINGD BY THL COIJNTY COIJNCIL OF THE COiINTl' OF GIBSO\.
INDIA\�A:
SECTIO\i 1. This Count}� Council hereby finds that the financin� of the Pro_ject,
includin� the issu�nce and sale of the Bonds a��d the makina of the Loans to To��ota
for the cost of acquisition, consauction and installation of die Project, �vill be of
benefit to the health or �eneral �velfare of the Count�� and its citizens and complies
�vidi the Act.
SIiCTION 2. This Countv Council hereb�� approves the proposed financine of the
Project in the form that such financine ���as approved b�� the Commission. includine
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the forms and [enns of the Financin� Documents, which shall be kept on tile by the
Auditor. ln compli�nce ���ith Indiana Code Section 36-1-�-4, two copies of the
Financing Documents are on file in die office ofthe Auditor of the Count� for public
inspection.
SECTION 3. The Countv shall issue and sell the 13onds and make the Loans to
'I�o��ota for the cost of acquisition. construction and installation of the Project. "i'he
[3onds shall be special and limited oblieations ofthe Count� , pa}•�ble solel�� from and
secured ezclusively bvi certain revenues ofthe Coimq� pledeed Uiereto.includin�
re��enues derived from payments to be made under the Loan Agreement The 13onds
shall not constimte a debt, liabilit}� or obli�ation of the Count��, the State of� Indiana
or an}� political subdivision thereof, ���ithin the meanim� of anv constitutional or
statutory provision or limitation, or a pled�e of the iaith and credit or tasin� po���er
of die Countv. the State of Indiana or any political subdi��ision thereof. and shall not
be payable in an�� manner from re��enues raised b�� ta��tion_
SGCT10\� =1. The manner ofe�ecution of the E3onds. the date of the 13onds. the term
or terms of the Bonds. the manner in �ahich the interest rate on the Bonds �vill be
determined. the denominations of dle Bonds. the fonn ot�the Bonds. the re�istration
pri��ileges for the Bonds. the medium of� pa��ment of the [3onds. the place or places
of payment of the f3onds and the terms of redemption of the Bonds shall be as set
forth in the foml of the Indentures herein appro� ed.
SECTION �. This Countv Council hereb�� appro��es the distribu[ion of the
Preliminan� Official Statements. This Counrv Council hereb�� approves the
distribution of one or more Official Statements (collecti��eh�. the "Official
Statements°), in substantiall�� the same form as the Preliminarv Oi�ficial Statements,
but ���ith the addition thereto of am� infonnation related to the offerin� price(s);
interest rate(s), selling compensation; ag�reeate principal amount, principal amotmt
per maturit��, deli��erv dates and ratin�s of the Bonds. and am� other information
dependin�� on such matters.
SECTIO\' 6. The r\uditor of the Count�= is hereb�� authorized and directed to sell
the Bonds to the Undenvriter at a price not less thln 97% of the ag=re�ate principal
amount thereof_ plus accrued interest if anv. and at a rlte of interest determined ns
set forth in Uie Financine Documents.
SEC110N 7. The f3olyd of Conunissioners and Auditor of the Count� are herebv
audiorized and directed ro e�ecure diose Pinancing llocuments �vhich require the
sionatures of the E3oard of Commissioners and Auditor of [he Count�� and am� other
document ��hich ma�� be necessan� or desirable to conswnmate the transactions
contemplated by the 1=inancin� Documents, and their execution is hereb�� confirmed
on behalfofthe Counh�. The sianatures ofthe Board ofCommissioners and Auditor
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of tlie Count�� on the Bonds may be facsimile signatures. The.Auditor of the Count��
is hereb�� authorized to arrange for the deli��ery of the Bonds to ihe purchasers
thereof�, pa��ment for ���hich will be made in the manner set forth in the Financim_
Documents. The Board of Commissioners and Auditor of the Countv ma� . bv their
execution of the financin�_ Documents requirin_ dieir si�naturzs or the imprii�ting
oftheir facsimile si��natures thereon. appro��e chan_es therein and in those 1=inancin��
Documents which do not require the si�natures of the 13oard of Commissioners
and/or Auditor without further appro��al ofthis Comnton Cotmcil or the Commission
if such changes do not aCfect the terms contained in this Ordinance pursuant to
[ndiana Code Section 36-7-12-27(a)(1) throu�h (a)(10).
SECTIO\' S. The pro��isions of this Ordinance shall constitute a bindine contract
benveen the Count�� and the holder or hofders of the Bonds. and. afrer the issuance
of the Bonds, this Ordinance shall i�ot be repealed or amended in any respect ���hich
�aould ad��ersel}� affect the rights of such holder or holders so lon� as the Bonds or
the interest thereon remains unpaid.
SECTION 9. This Ordinance shall be in full force and effect upon adoption and
compliance ���ith Indiana Code Section 36-2-4-8.
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The foregoing ���as passed by the County Council of the Count�� of Gibson. Indiana, this 21 st dav of
November. 2000.
Attest:
Countv Auditor
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Presidine Officer