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Home My WebLink AboutCRC-2014-03 COIT Lease Rental RESOLUTION NO. aol q 3 RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION AUTHORIZING THE EXECUTION OF AMENDMENTS TO CERTAIN LEASE AGREEMENTS.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 Carmel, Indiana (the "City") to finance local public improvements for lease to the City of Cannel Redevelopment Commission (the"Commission"); and WHEREAS, the Authority, as lessor, and the Commission, as lessee, entered into a Lease Agreement, dated as of July 8, 1997, as amended by an Addendum to Lease Agreement, dated as of September 4, 1997, as further amended by a First Amendment to Lease Agreement, dated as of March 1, 2004(collectively,the"1997 Lease"); and WHEREAS, the Authority has previously issued its County Option Income Tax Lease Rental Revenue Refunding Bonds of 2004, dated March 18, 2004 (the "2004 Bonds"), in the original aggregate principal amount of Twenty-Seven Million Nine Hundred Eighty-Five Thousand Dollars ($27,985,000), pursuant to a Trust Indenture, dated as of March 1, 2004, between the Lessor and The Bank of New York Mellon Trust Company, N.A., as trustee, for the purpose of procuring funds to advance refund the Authority's outstanding County Option Income Tax Lease Rental Revenue Bonds of 1997 and to pay costs incurred on the account of the issuance and sale of the 2004 Bonds; and WHEREAS, the 2004 Bonds are currently outstanding in the aggregate principal amount of Nine Million Seven Hundred Ten Thousand Dollars ($9,710,000); and WHEREAS, the Authority, as lessor, and the Commission, as lessee, entered into a Lease Agreement, dated as of July 1, 2006, as amended by an Addendum #1 to Lease, dated as of August 1,2006 (collectively, the "2006 Lease"); and WHEREAS, the Authority issued its County Option Income Tax Lease Rental Revenue Bonds of 2006, dated August 29, 2006 (the "2006 Bonds"), in the original aggregate principal amount of Seventy-Two Million Dollars ($72,000,000), pursuant to a Trust Indenture, dated as of August 1, 2006, between the Lessor and Regions Bank, as trustee, for the purpose of procuring funds to finance the costs of certain road improvements and other infrastructure projects in the City, pay capitalized interest on the 2006 Bonds, and pay costs incurred on the account of the issuance and sale of the 2006 Bonds; and WHEREAS, the 2006 Bonds are currently outstanding in the aggregate principal amount of Fifty-Eight Million Two Hundred Forty-Five Thousand Dollars ($58,245,000); 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 2004 Bonds and/or the outstanding 2006 Bonds (collectively, 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 County Option Income Tax 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 Sixty-Five Million Dollars ($65,000,000) (the "2014 Bonds"), for the purpose of providing funds to (a) effect a current and/or advance refunding of all or a portion of the Refunded Bonds, (b) if necessary, fund one or more debt service reserve funds or pay the premiums for one or more debt service reserve fund surety policies, 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 1997 Lease, the Commission has agreed to pay the Authority fixed annual rental payments, which were based on the semi-annual amounts of principal and interest due on the 2004 Bonds in each six-month period ending on each June 15 or December 15 (each a"Semi-Annual Period"), rounded up to the next$1,000 integral,plus an additional $2,000 each Semi-Annual Period to cover the certain administrative costs and expenses related to the 2004 Bonds, payable in advance in semi-annual installments on January 1 and July 1 of each year; and WHEREAS, pursuant to the 2006 Lease,the Commission has agreed to pay the Authority fixed annual rental payments, which were based on the semi-annual amounts of principal and interest due on the 2006 Bonds in each twelve-month period ending on each January 1 (each, an "Annual Period"), plus an additional $5,000 (rounded up to the next $1,000 integral) each Annual Period to cover the certain administrative costs and expenses related to the 2006 Bonds, payable in advance in semi-annual installments on January 1 and July 1 of each year; and WHEREAS, the Commission now desires to approve (a) an amendment to the 1997 Lease, in substantially the form presented at this meeting (the "Amendment to 1997 Lease"), for the purpose of reducing the annual lease rental payments due under the 1997 Lease to correspond with the reduced debt service owed under the portion of the 2014 Bonds which is allocable to the 2004 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 2006 Lease, in substantially the form presented at this meeting (the "Amendment to 2006 Lease"), for the purpose of reducing the annual lease rental payments due under the 2006 Lease to correspond with the reduced debt service owed under the portion of the 2014 Bonds which is allocable to the 2006 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, and (c) certain other actions related thereto; and 2 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 Amendment to 1997 Lease and the proposed Amendment to 2006 Lease (collectively, the "Lease Amendments"), 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 4 hereof; to execute and deliver the Lease Amendments 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 annual rentals payable by the Commission under the 1997 Lease, as amended by the Amendment to 1997 Lease, and the annual rentals payable by the Commission under 2006 Lease, as amended by the Amendment to 2006 Lease (collectively, the "Lease Rentals"), shall be payable solely from a portion of the City's distributive share of the county option income tax ("COIT") imposed on the adjusted gross income of taxpayers in Hamilton County, Indiana, and received by the City under Indiana Code 6-3.5-6, as amended, and pledged to the Commission for the payment of such Rental Payments (such pledged portion, the"COIT Revenues"). 4. 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 Amendments and pledging the COIT Revenues to the payment of the Lease Rentals due thereunder. 5. 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. 6. This Resolution shall be in full force and effect after adoption by the Commission. * * * * * 3 ADOPTED the 19th day of March,2014. CITY OF CARMEL 'EDEVELOPMENT CO ISSION Ili . .L: , L ,411 Ppskdeth LA. VC Vice President Secre ry cOc fl1 L Member a 1 FF IA/ovrtt l - y-04- pr .e t- Member INDS01 BJB 1447279v2 4