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HomeMy WebLinkAboutCRC-2014-02 Lease Rental Bonds i 1 , RESOLUTION NO. 001H -3 RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION AUTHORIZING THE EXECUTION OF AN AMENDMENT TO ALEASE AGREEMENT BETWEEN THE CITY OF CARMEL REDEVELOPMENT AUTHORITY AND THE CITY OF CARMEL REDEVELOPMENT COMMISSION AND APPROVING CERTAIN MATTERS RELATED THERETO WHEREAS, the City of Carmel Redevelopment Authority (the "Authority") has been created pursuant to IC 36-7-14.5 as a separate body corporate and politic, and as an instrumentality of the City of Cannel, Indiana (the "City") to finance local public improvements for lease to the City of Carmel Redevelopment Commission (the"Commission"); and WHEREAS, the Authority, as lessor, and the Commission, as lessee, entered into a Lease Agreement, dated as of July 12, 2005, as amended by an Addendum to Lease dated December 6, 2005, as further amended by a First Amendment to Lease Agreement, dated as of January 19, 2010(collectively,the"Original Lease"); and WHEREAS, the Authority has previously issued its Lease Rental Revenue Bonds of 2005, dated December 21, 2005, consisting of current interest bonds in the original aggregate principal of Fifty-Two Million Dollars ($52,000,000) (the "2005 Current Interest Bonds") and capital appreciation bonds in the aggregate issued amount of Twenty-Seven Million Seven Hundred Ninety-Eight Thousand Two Hundred Twenty-Seven Dollars and Fifteen Cents ($27,798,227.15) (the "2005 Capital Appreciation Bonds", and together with the 2005 Current Interest Bonds, the "2005 Bonds"), pursuant to a Trust Indenture, dated as of December 1, 2005, between the Lessor and The Bank of New York Mellon Trust Company, N.A., as successor trustee, for the purpose of procuring funds to finance the design and construction of a new performing arts center complex in the city, to pay capitalized interest on the 2005 Bonds, to fund a partial debt service reserve fund, and to pay costs incurred on the account of the issuance and sale of the 2005 Bonds; and WHEREAS, the 2005 Current Interest Bonds are currently outstanding in the aggregate principal amount of Fifty-Two Million Dollars ($52,000,000); and WHEREAS, Indiana Code 36-7-14.5 authorizes the refunding of bonds issued by the Authority; and WHEREAS, due to favorable market conditions, the Authority desires to refund all or a portion of the outstanding 2005 Current Interest Bonds (the"Refunded Bonds")in order to effect a savings in the interest costs on the Refunded Bonds; and WHEREAS, the Authority has adopted, or is expected to adopt, a resolution authorizing the issuance of one or more series of refunding bonds designated as the "City of Carmel Redevelopment Authority Lease Rental Revenue Refunding Bonds of 2014(with such additional or different series designation as may be determined to be necessary or appropriate)," in the aggregate principal amount not to exceed Fifty-Nine Million Dollars ($59,000,000) (the "2.014 Bonds"), for the purpose of providing funds to (a) effect an advance refunding of all or a portion ✓7 of the Refunded Bonds, (b) if necessary, fund a debt service reserve fund or pay the premium for a debt service reserve fund surety policy, and (c) pay the costs incurred on the account of the issuance and sale of the 2014 Bonds, including any premiums for a municipal bond insurance policy or other form of credit enhancement for the 2014 Bonds; and WHEREAS, pursuant to the Original Lease, the Commission has agreed to pay the Authority fixed annual rental payments, which were based on the annual amounts of principal and interest due on the 2005 Bonds in each twelve-month period ending on each January 15 (each, an "Annual Period"); rounded up to the next $1,000 integral, plus an additional $5,000 each Annual Period to cover the certain administrative costs and expenses related to the 2005 Bonds (collectively, the "Lease Rentals"), payable in advance in semi-annual installments on January 1 and July 1 of each year; and WHEREAS, the Commission reasonably expects to pay the Lease Rentals during the term of the Original Lease from tax increment revenues or other legally available revenues of the Commission, and the payment of the Lease Rentals will be secured by a back-up pledge of the revenues derived by the Commission from the levy of a special benefits tax pursuant to Indiana Code 36-7-14-27; and WHEREAS, the City and the Commission previously entered into a Revenue Deposit Agreement, dated as of November 20, 2012, as supplemented and amended by a First Amendment to Revenue Deposit Agreement (collectively, the "Revenue Deposit Agreement"), for the purpose of setting forth the procedures to set aside tax increment revenues as and when needed to make timely payment on obligations secured by and payable from such tax increment revenues; and WHEREAS, the Commission now desires to approve (a) an amendment to the Original Lease, in substantially the form presented at this meeting (the "Lease Amendment"), for the purpose of reducing the annual lease rental payments due under the Original Lease to correspond with the reduced debt service owed under the portion of the 2014 Bonds, plus certain annual administrative costs and expenses related to the 2014 Bonds, thereby realizing a portion of the savings achieved by refunding the Refunded Bonds, (b) an amendment to the Revenue Deposit Agreement, substantially in the form presented at this meeting (the "Second Amendment to Revenue Deposit Agreement"), for the purpose of making certain technical amendments to the Revenue Deposit Agreement, and (c)certain other actions related thereto; NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CARMEL REDEVELOPMENT COMMISSION AS FOLLOWS: 1. The Commission hereby approves the issuance of the 2014 Bonds. 2. The Commission hereby approves the proposed Lease Amendment and the Second Amendment to Revenue Deposit Agreement, each in the form presented at this meeting. The President or any other officer of the Commission and the Secretary of this Commission are hereby authorized and directed, on behalf of the City, and subject to obtaining approval from the Common Council of the City(the"Common Council") by the ordinance referred to in paragraph 3 hereof, to execute and deliver the Lease Amendment and the Second Amendment to Revenue 2 Deposit Agreement in substantially the forms presented at this meeting with such changes in form or substance as the President or any other officer of the Commission shall approve, such approval to be conclusively evidenced by the execution thereof. 3. The Secretary of the Commission is hereby directed to transmit to the Common Council a copy of this Resolution and to request from the Common Council an ordinance approving the Lease Amendment and Second Amendment to Revenue Deposit Agreement. 4. The President, Vice President and Secretary of this Commission, and each of them, is hereby authorized and directed to take all such further actions and to execute all such instruments as are desirable to carry out the transactions contemplated by this Resolution, including, but not limited to, a continuing disclosure agreement and closing certifications, in such forms as the President, Vice President or Secretary executing the same shall deem proper, such desirability to be conclusively evidenced by the execution thereof, and any and all actions previously taken by any member of the Commission or representatives of the Commission in connection with the foregoing resolutions,be, and hereby are,ratified and approved. 5. This Resolution shall be in full force and effect after adoption by the Commission. ADOPTED the 19th day of March, 2014. CIA' OF CARMEL REDEVELOPMENT CO M. ION I A f li Oilf r ( _ Pr 'dent _ C C-V°3,EAA, ice President - ..�-- Secretary Cail/lia 1()A Q i Member J-P cf vjtlr-r(f - not` prc_s2iu- Member INDSOI 13113 1447283v2 3