BE IT REMEMBERED THE HENRY COUNTY COUNCIL OF HENRY COUNTY, INDIANA, met in special session in the Courthouse Circuit Courtroom, in the City of New Castle, Indiana, on Wednesday, September 17, 2014, at 4:00 P.M., with the following members present: Nate LaMar, Michael Thalls, Harold Griffin, Robin Reno-Fleming, Steve Dugger, Clay Morgan, Patricia A. French, Auditor and Joel Harvey, County Attorney. Mr. LaMar, President, opened the meeting by introducing Corey Murphy, EDC Director. Mr. Murphy introduced Kevin Horner, manufacturing manager for Boars Head, Lisa Lee, from Ice Miller and Jason Semler, County Financial Advisor. Mr. Horner, stated Boars Head was excited and anxious to get started in Henry County. They initially started the process back in January. Lisa Lee explained the documents to be approved concerning the revenue bonds and abatement and Jason Semler showed estimates based on assessed value through 2034. Mr. Semler stated Boars Head was assuming all the risks financially. Mr. LaMar, asked three times if anyone present had any comments on the 10 year tax abatement for Boars Head. None were heard. Mr. Thalls stated as a member of the abatement committee, along with Mr. Bouslog, both were excited about the investment Boars Head was investing in the community. A motion was made by Mr. Thalls and seconded by Mr. Griffin to approve the 10 year tax abatement for Boars Head. Motion carried 5-0. HENRY COUNTY COUNCIL RESOLUTION NO. 2014-03 APPROVING A COMBINED STATEMENT OF BENEFITS AND REAL AND PERSONAL PROPERTY TAX ABATEMENT FOR BOAR'S HEAD PROVISIONS CO., INC. WHEREAS, Henry County, Indiana ("County") has designated an economic revitalization area pursuant to IC 6-1.1-12.1-1 et seq. ("Act") as set forth on the map attached hereto and incorporated herein as Exhibit A ("ERA"); and WHEREAS, Boar's Head Provisions Co., Inc. ("Applicant") has submitted a combined Statement of Benefits Form for real and personal property, including the proposed ranges of total estimated investment in real and personal property, job creation and annual payroll ("Combined SB-1"), a copy of which is attached hereto as Exhibit B and incorporated herein, to the County Council ("Council") for the proposed redevelopment or rehabilitation of certain real property and for the installation of new manufacturing equipment located within the ERA ("Project"), applying for real and personal property tax deductions under the Act in connection with the Project and requested approval thereof; and WHEREAS, the proposed Project will be located on the real estate set forth on Exhibit C attached hereto and incorporated herein ("Real Estate"), which Real Estate is located within the ERA; and WHEREAS, the County intends to issue its Economic Development Revenue Bonds, Series 2014 (Boar's Head Project) ( Series 2014 Bonds ) in the aggregate principal amount of $12,220,000 and intends to provide the proceeds of the Series 2014 Bonds, pursuant to the provisions of a financing agreement between the County and the Applicant dated September 1, 2014 ("Financing Agreement"), to the Applicant to finance the construction and equipping of the Project; and WHEREAS, the Applicant has represented in the Combined SB-1 and the Financing Agreement that it intends to create at least 200 jobs by January 1, 2018 ("Jobs Covenant"); and WHEREAS, the Applicant shall annually prepare a Compliance with Statement of Benefits Form ("CF-1") comparing the actual results, with ability to reallocate between real and personal property based on cost segregation (recommended by the certified public accountant of the Company), to the original estimate by May 15 of each year subsequent to the completion of the Project; and WHEREAS, relieving conditions of unemployment and underemployment, and encouraging economic development and redevelopment of the community to reduce the evils associated with unemployment and underemployment are essential to the health, safety and welfare of the County and its citizens; and WHEREAS, as a condition of the tax abatement requested herein the County will require the Applicant to comply with the Jobs Covenant annually for a ten (10) year period, beginning on January 1, 2018, by achieving ninety percent (90%) compliance; and WHEREAS, the Council hereby determines that the deductions under Sections 3 and 4.5 of the Act should be allowed based on the following findings, based on statements in the Combined SB-1: (1) The estimated value of the redevelopment or rehabilitation and of the proposed cost of the new manufacturing equipment is reasonable for projects and equipment of this nature, respectively;
(2) The number of individuals who will be employed reasonably resulted from the redevelopment or rehabilitation and installation of the new manufacturing equipment; (3) The estimated annual salaries of those individuals who will be employed reasonably resulted from the redevelopment or rehabilitation and installation of the new manufacturing equipment; (4) The number of individual opportunities for employment, both temporary and permanent, and the compensation paid to employees, along with the value of the acquisition and construction of the improvements, create benefits of the type and quality anticipated by this Council within the ERA and can reasonably be expected to result from the described redevelopment or rehabilitation and installation of new manufacturing equipment; and (5) The totality of the benefits provided by the redevelopment or rehabilitation and the installation of the new manufacturing equipment is sufficient to justify the deductions; and WHEREAS, the Council further determines that the deduction under Section 4.5 of the Act should be allowed based on the following factors: (1) The total amount of the Applicant's investment in real and personal property; (2) The number of new full-time equivalent jobs created; (3) The average wage of the new employees compared to the state minimum wage; and (4) The lack of new County funded infrastructure required to support the Project; and WHEREAS, the Council hereby finds that the purposes of the Act are served by allowing the Applicant the deductions provided by the Act for a period of ten (10) years each as represented in the schedules provided in Exhibit D attached hereto and incorporated herein; and WHEREAS, notice of a public hearing was published in accordance with IC 5-3-1 and the Act and a copy of the Combined SB-1 was filed with the officers of each taxing unit that has authority to levy property taxes in the ERA at least ten (10) days prior to this public hearing; NOW, THEREFORE, BE IT RESOLVED BY THE COUNTY COUNCIL OF HENRY COUNTY, INDIANA, THAT: Section 1. Boar's Head Provisions Co., Inc. shall be entitled to the deductions provided by Sections 3 and 4.5 of the Act for a period of ten (10) years each as set forth in the schedule attached as Exhibit D with respect to the real property which is redeveloped or rehabilitated and with respect to the installation of the new manufacturing equipment. Section 2. The Combined SB-1 submitted by Boar's Head Provisions Co., Inc. is hereby approved, with the ability of the Applicant to reallocate annually between real and personal property based on recommended cost segregation (recommended by the certified public accountant of the Company) when completing their annual CF-1. Section 3. To the extent the Applicant fails to comply with the Jobs Covenant (by achieving 90% compliance) on an annual basis for a ten (10) year period beginning January 1, 2018, the Applicant s eligible tax abatement percentage deduction for both real and personal property in any year subsequent to such failure shall be reduced by a percentage equal to the percentage by which the Applicant failed to meet the Jobs Covenant. Section 4. Section 5. The ERA set forth in Exhibit A is hereby ratified and approved. This resolution shall be effective upon passage and approval. PASSED AND ADOPTED by the County Council of Henry County, Indiana, this 17th day of September, 2014, by a vote of 5 ayes and 0 nays. COUNTY COUNCIL OF HENRY COUNTY, INDIANA Ordinance #2014-02 was presented for approval, which was authorizing Henry County to issue its Economic Development Revenue Bonds, Series 2014 (Boars Head Project) and Approving and authorizing other Actions in respect thereto A motion was made by Mr. Thalls and seconded by Mr. Morgan to approve the Ordinance as presented. Motion carried 5-0. ORDINANCE NO. 2014-02 ORDINANCE AUTHORIZING HENRY COUNTY, INDIANA TO ISSUE ITS "ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2014 (BOAR'S HEAD PROJECT)" AND APPROVING AND AUTHORIZING OTHER ACTIONS IN RESPECT THERETO
WHEREAS, the Henry County Economic Development Commission ("Commission") conducted a public hearing and adopted a resolution on September 12, 2014, which resolution has been transmitted hereto, finding that the financing of certain economic development facilities of Boar's Head Provisions Co., Inc. ("Company") complies with the purposes and provisions of IC 36-7-11.9, -12, -14 and -25 (collectively, "Act") and that such financing will be of benefit to the health and welfare of Henry County, Indiana ("County" or "Issuer") and its citizens; and WHEREAS, the Redevelopment Commission of the County has pledged TIF Revenues (as defined in the hereinafter defined Financing Agreement) to be used to pay debt service on the Bonds pursuant to a Financing Agreement between the Company and the County, dated as of September 1, 2014 ("Financing Agreement"). The County shall issue its Economic Development Revenue Bonds, Series 2014 (Boar's Head Project) ("Bonds") pursuant to this ordinance to finance a portion of the costs of the construction of certain capital projects for the Company that qualify under the Act, together with all necessary appurtenances and related improvements and equipment in or physically connected to the 2012 Consolidated Economic Development Area ("Project") and costs of issuance and related expenses; and WHEREAS, the Commission has heretofore approved and recommended the adoption of this form of ordinance by this County Council, has considered the issue of adverse competitive effect and has approved the forms of and has transmitted for approval by the County Council the Financing Agreement; the Trust Indenture (including form of Bonds) between the Issuer and the Trustee, dated as of September 1, 2014 ("Indenture"); and the Bond Purchase Agreement between the Issuer and the purchaser of the Bonds; NOW, THEREFORE, BE IT ORDAINED BY THE COUNTY COUNCIL OF HENRY COUNTY, INDIANA, THAT: (5) It is hereby found that: (i) the financing of the Project referred to in the Financing Agreement approved by the Commission and presented to this County Council; (ii) the issuance and sale of the County's Economic Development Revenue Bonds, Series 2014 (Boar's Head Project) ("Bonds"); (iii) the payment of the Bonds from TIF Revenues under the Financing Agreement; and (iv) the securing of the Bonds by granting a security interest in the Trust Estate (as defined in the Indenture) to the Trustee under the Indenture, complies with the purposes and provisions of the Act and will be of benefit to the health and welfare of the County and its citizens. (6) The economic development facilities will consist of the Project as permitted by the Act. (7) At the public hearing held before the Commission, the Commission considered whether the Project would have an adverse competitive effect on any similar facilities located in the County as required by IC 36-7-12-21. The Commission also considered whether the Project would be of benefit to the public health and welfare of the County and found that financing the Project would be of benefit to the public health and welfare of the County and the County Council hereby confirms that finding. (8) The substantially final forms of the Financing Agreement, the Indenture and the Bond Purchase Agreement approved by the Commission are hereby approved (collectively, "Financing Documents," referred to in the Act), and the Financing Documents shall be incorporated herein by reference and shall be inserted in the minutes of the
County Council and kept on file by the Auditor. In accordance with the provisions of IC 36-1-5-4, two (2) copies of the Financing Documents are on file in the office of the Auditor for public inspection. (9) The County may issue its Bonds, maturing no later than twenty (20) years after the date of issuance of the Bonds, in the aggregate principal amount not to exceed $12,500,000. The Bonds are to be issued for the purpose of procuring funds to pay a portion of the costs of financing the Project, all as more particularly set out in the Indenture and the Financing Documents, incorporated herein by reference, which Bonds will be payable as to principal from TIF Revenues pursuant to the Financing Documents or as otherwise provided in the Indenture. The Bonds shall be issued in fully registered form in denominations of $5,000 and any integral multiples thereof or as provided in the Indenture, payable semiannually on February 1 and August 1 at an interest rate of 0%. The Bonds shall be subject to optional redemption prior to maturity at the option of the County, with the consent of the Company, on any date, upon seven (7) days' written notice, at face value, plus in each case accrued interest to the date fixed for redemption, with no premium, as further provided in the Indenture. The Bonds may be issued as term bonds subject to mandatory sinking fund redemption. Payments on the Bonds are payable in lawful money of the United States of America by check mailed or delivered to the registered owners or by wire transfer as provided in the Indenture. The Bonds shall never constitute a general obligation of, an indebtedness of, or a charge against the general credit of the County as described in the Indenture. (10) The Board of Commissioners and the Auditor are authorized and directed to sell the Bonds to the purchaser thereof at a price not less than the par value thereof and shall accrue no interest. The Bonds may be both purchased by the bond purchaser in installments and drawn down by the Company in installments (subject to the Internal Revenue Code). (11) The Board of Commissioners and the Auditor are authorized and directed to execute, attest, affix or imprint by any means the County seal to the documents constituting the Financing Documents approved herein on behalf of the County and any other document which may be necessary or desirable to consummate the transaction, including the Bonds authorized herein. The Board of Commissioners and the Auditor are hereby expressly authorized to approve any modifications or additions to the documents constituting the Financing Documents which take place after the date of this ordinance with the review and advice of the counsel; it being the express understanding of this County Council that the terms of the Financing Documents are in substantially final form as of the date of this ordinance. The approval of said modifications or additions shall be conclusively evidenced by the execution and attestation thereof and the affixing of the seal thereto or the imprinting of the seal thereon; provided, however, that no such modification or addition shall change the maximum issuance amount or maturity amount of, interest rate on or term of the Bonds as approved by the County Council by this ordinance without further consideration by the County Council. The signatures of the Board of Commissioners and the Auditor on the Bonds may be either manual or facsimile signatures. The Auditor is authorized to arrange for delivery of such Bonds to the trustee named in the Indenture. Payment for the Bonds will be made to the trustee named in the Indenture, and after such payment the Bonds will be delivered by the Trustee to the purchasers thereof. The Bonds shall be originally dated as of the issue date.
(12) The provisions of this ordinance and the Indenture securing the Bonds shall constitute a contract binding between the County and the holders of the Bonds, and after the issuance of the Bonds, this ordinance shall not be repealed or amended in any respect which would adversely affect the rights of such holders so long as the Bonds or the interest thereon remains unpaid. (13) This ordinance shall be in full force and effect from and after its passage. Passed and adopted by the County Council of Henry County, Indiana this 17th day of September, 2014. Corey Murphy stated they expected ground breaking sometime next week. A motion was made by Mr. Dugger and seconded by Mr. Thalls to adjourn the meeting. Motion carried 5-0. Nate LaMar, President Michael Thalls Harold Griffin Robin-Reno-Fleming Steve Dugger Clay Morgan Attested: Patricia A. French, Henry County Auditor