HomeMy WebLinkAboutD-2234-15 Party Time Development Bond - $8,000,000 • Sponsor: Councilors Finkam,
Snyder,Rider and Schleif
ORDINANCE D-2234-15
AN ORDINANCE OF THE COMMON COUNCIL OF THE
CITY OF CARMEL, INDIANA, AUTHORIZING THE
ISSUANCE OF THE CITY OF CARMEL, INDIANA
ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES
2015 (PROSCENIUM PROJECT), AND AUTHORIZING AND
APPROVING OTHER ACTIONS IN RESPECT THERETO
WHEREAS, the City of Carmel, Indiana (the "City"), is a municipal corporation and
political subdivision of the State of Indiana and by virtue of I.C. 36-7-11.9 and I.C. 36-7-12
(collectively, the "Act"), is authorized and empowered to adopt this ordinance (this "Bond
Ordinance") and to carry out its provisions;
WHEREAS, Carmel Development II, LLC, or an affiliate thereof (the "Company"),
desires to finance the design and construction of certain improvements described in Exhibit A
hereto which are located in the Integrated 126th Street Corridor Economic Development Area
(collectively,the"Projects");
WHEREAS,the Company will complete the Projects for use in connection with its mixed
use development in or directly serving and benefiting the Proscenium Allocation Area (the
"Facilities");
WHEREAS, the Company has advised the City of Cannel Economic Development
Commission (the "Commission") and the City that it proposes that the City issue its Economic
Development Revenue Bonds, Series 2015 (Proscenium Project) (with such further or different
series designation as may be necessary, desirable or appropriate, including such series
designation to indicate the year in which the bonds are issued) in an amount not to exceed Eight
Million Dollars ($8,000,000) (the `Bonds"), under the Act and provide the proceeds of such
Bonds to the Company for the purpose of financing the Projects;
WHEREAS, the completion of the Projects results in the diversification of industry, the
creation of jobs and the creation of business opportunities in the City;
WHEREAS, pursuant to I.C. § 36-7-12-24, the Commission published notice of a public
hearing(the "Public Hearing") on the proposed issuance of the Bonds to finance the Projects;
WHEREAS, on the date specified in the notice of the Public Hearing, the Commission
held the Public Hearing on the Projects; and
WHEREAS, the Commission has performed all actions required of it by the Act
preliminary to the adoption of this Bond Ordinance and has approved and forwarded to the
Common Council the forms of: (1) a Financing Agreement between the City and the Company
(the "Financing Agreement"); (2) a Trust Indenture between the City and a trustee to be selected
by the Clerk-Treasurer of the City (the "Trustee") (the "Indenture"); (3) the Bonds; and (4) this
Bond Ordinance (the Financing Agreement, the Indenture, the Bonds, and this Bond Ordinance,
collectively,the"Financing Agreements");
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE
CITY OF CARMEL, INDIANA, THAT:
Section 1. Findings; Public Benefits. The Common Council hereby finds and
determines that the Projects involve the acquisition, construction and equipping of an
"economic development facility" as that phrase is used in the Act; that the Projects will
. increase employment opportunities and increase diversification of economic development
in the City,will improve and promote the economic stability, development and welfare in
the City, will encourage and promote the expansion of industry, trade and commerce in
the City and the location of other new industries in the City; that the public benefits to be
accomplished by this Bond Ordinance, in tending to overcome insufficient employment
opportunities and insufficient diversification of industry, are greater than the cost of
public services (as that phrase is used in the Act) which will be required by the Project;
and, therefore, that the financing of the Projects by the issue of the Bonds under the Act:
(i) will be of benefit to the health and general welfare of the City; and (ii) complies with
the Act.
Section 2. Approval of Financing. The proposed financing of the Projects by
the issuance of the Bonds under the Act, in the form that such financing was approved by
the Commission, is hereby approved.
Section 3. Authorization of the Bonds. The issuance of the Bonds, payable
solely from revenues and receipts derived from the Financing Agreements, is hereby
authorized.
Section 4. Terms of the Bonds. (a) The Bonds, in the aggregate principal
amount not to exceed Eight Million Dollars ($8,000,000) shall (i) be executed at or prior
to the closing date by the manual or facsimile signatures of the Mayor and the Clerk-
Treasurer of the City; (ii) be dated as of the date of their delivery; (iii) mature on a date
not later than twenty-five years after the date of the first draw of principal on the Bonds;
(iv)bear interest at such rates as determined with the purchaser thereof(the "Purchaser");
(v) be issuable in such denominations as set forth in the Financing Agreements; (vi) be
issuable only in fully registered form; (vii) be subject to registration on the bond register
as provided in the Indenture; (viii) be payable in lawful money of the United States of
America; (ix) be payable at an office of the Trustee as provided in the Indenture; (x) be
subject to optional redemption prior to maturity and subject to redemption as otherwise
provided in the Financing Agreements; (xi) be issued in one or more series; and (xii)
contain such other terms and provisions as may be provided in the Financing
Agreements.
(b) The Bonds and the interest thereon do not and shall never constitute an
indebtedness of, or a charge against the general credit or taxing power of, the City, but
shall be special and limited obligations of the City, payable solely from revenues and
other amounts derived from the Financing Agreements. Forms of the Financing
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Agreements are before this meeting and are by this reference incorporated in this Bond
Ordinance, and the Clerk-Treasurer of the City is hereby directed, in the name and on
behalf of the City, to insert them into the minutes of the Common Council and to keep
them on file.
Section 5. Sale of the Bonds. The Mayor and the Clerk-Treasurer of the City
are hereby authorized and directed, in the name and on behalf of the City, to sell the
Bonds to the Purchaser at such prices as are determined on the date of sale and approved
by the Mayor and the Clerk-Treasurer of the City.
Section 6. Execution and Delivery of Financing Agreements. The Mayor and
the Clerk-Treasurer of the City are hereby authorized and directed, in the name and on
behalf of the City, to execute or endorse and deliver the Financing Agreement, the
Indenture, and the Bonds, submitted to the Common Council, which are hereby approved
in all respects.
Section 7. Changes in Financing Agreements. The Mayor and the Clerk-
Treasurer of the City are hereby authorized, in the name and on behalf of the City,
without further approval of the Common Council or the Commission, to approve such
changes in the Financing Agreements as may be permitted by Act, such approval to be
conclusively evidenced by their execution thereof
Section 8. Reimbursement from Bond Proceeds. The City hereby declares its
intent to issue the Bonds for the purpose of financing the Projects, which Bonds will not
exceed $8,000,000, and pursuant to Treas. Reg. §1.150-2 and IC 5-1-14-6(c), to
reimburse costs of the Projects (including costs of issuing the Bonds) from proceeds of
the sale of such Bonds.
Section 9. General. The Mayor and the Clerk-Treasurer of the City, and each
of them, are hereby authorized and directed, in the name and on behalf of the City, to
execute or endorse any and all agreements, documents and instruments, perform any and
all acts, approve any and all matters, and do any and all other things deemed by them, or
either of them, to be necessary or desirable in order to carry out and comply with the
intent, conditions and purposes of this Bond Ordinance (including the preambles hereto
and the documents mentioned herein), the Projects, the issuance and sale of the Bonds,
and the securing of the Bonds under the Financing Agreements, and any such execution,
endorsement, performance or doing of other things heretofore effected be, and hereby is,
ratified and approved.
Section 10. Binding Effect. The provisions of this Bond Ordinance and the
Financing Agreements shall constitute a binding contract between the City and the
holders of the Bonds, and after issuance of the Bonds this Bond Ordinance shall not be
repealed or amended in any respect which would adversely affect the rights of the holders
of the Bonds as long as the Bonds or interest thereon remains unpaid.
Section 11. Repeal. All ordinances or parts of ordinances in conflict herewith
are hereby repealed.
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Section 12. Effective Date. This Bond Ordinance shall be in full force and
effect immediately upon adoption and compliance with I.C. § 36-4-6-14.
Section 13. Copies of Financing Agreements on File. Two copies of the
Financing Agreements incorporated into this Bond Ordinance were duly filed in the
office of the Clerk-Treasurer of the City, and are available for public inspection in
accordance with I.C. § 36-1-5-4.
PASSED by the Common Council of the City of Carmel, this I day o ,
2015,by a vote of ayes and Z nays.
COMMON COUNCIL OF THE CITY OF ARMEL,INDI A
w ,gPresiding O icer evil D. Rider
0 P �sED 60-6
P
Richard L. Sharp, President Pro Tempore Carol Schleif
PGZcsc-N T OP-P®s��
Ronald E. Carter W. Eric Seidensticker
• / � h'\-.
S pr am c' :nyder /
I
ATTEST:
//a j1A,,L.)7/L /1
Diana L. Cordray, IAMC, Clerk-Treasurer
4
•
Presented by me to the Mayor of the City of Carmel, Intl.'. a,this Zi day ofZ - -4)-ut. ,
2015, at (:3' P .M.
•
Diana L. Cordray,IAM Clerk-Treas . -r
Approved by me, Mayor of the City of Carmel, Indiana, this i 5 day of
pp Y Y tY Y
2015, at/:a0 P .M.
J es Brainard, Mayor
ATTEST:
i•-(2e-&-4' LISA, 0.
Diana L. Cordray, IAMC, Clerk-Tree er
Prepared by: Bruce D. Donaldson
Barnes&Thornburg LLP
11 South Meridian Street
Indianapolis,IN 46204
5
EXHIBIT A
DESCRIPTION OF THE PROJECTS
The design and construction of infrastructure improvements, including parking, street
development, utility relocations and/or streetscape development, all to support a proposed mixed
use residential, retail and office development generally to be located in the northwest quadrant of
the intersection of Carmel Drive and Rangeline Road, in the City of Carmel, Indiana.
INDS01 AWILLIAMS 1535070v1
6
RESOLUTION NO. EDC c)d/6= I
A RESOLUTION APPROVING AND AUTHORIZING CERTAIN ACTIONS
AND PROCEEDINGS WITH RESPECT TO CERTAIN PROPOSED
ECONOMIC DEVELOPMENT REVENUE BONDS
WHEREAS, the City of Carmel, Indiana(the "City"), is authorized by I.C. 36-7-11.9 and
I.C. 36-7-12 (collectively, the "Act") to issue revenue bonds for the financing of economic
development facilities, and loan the proceeds of the revenue bond issue to another entity to
fmance or refinance the acquisition, construction, renovation, installation and equipping of said
facilities;
WHEREAS, Carmel Development II, LLC, or an affiliate thereof (the "Company"),
desires to fmance the design and construction of certain improvements described in Exhibit A
hereto which are located in the Integrated 126th Street Corridor Economic Development Area
(collectively, the "Projects");
WHEREAS, the Company will complete the Projects for use in connection with its mixed
use development in or directly serving and benefiting the Proscenium Allocation Area (the
"Facilities");
WHEREAS, the Company has advised the City of Carmel Economic Development
Commission (the "Commission") and the City that it proposes that the City issue its Economic
Development Revenue Bonds, Series 2015 (Proscenium Project) (with such further or different
series designation as may be necessary, desirable or appropriate, including such series
designation to indicate the year in which the bonds are issued) in an amount not to exceed Eight
Million Dollars ($8,000,000) (the `Bonds"), under the Act and provide the proceeds of such
Bonds to the Company for the purpose of financing the Projects;
WHEREAS, the Commission has studied the Projects and the proposed financing of the
Projects and their effect on the health and general welfare of the City and its citizens;
WHEREAS, the completion of the Projects results in the diversification of industry, the
creation of new jobs and the creation and retention of business opportunities in the City;
WHEREAS, pursuant to I.C. § 36-7-12-24, the Commission published notice of a public
hearing (the "Public Hearing") on the proposed issuance of the Bonds to finance the Projects;
and
WHEREAS, on the date hereof the Commission held the public hearing on the Projects;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CARMEL ECONOMIC
DEVELOPMENT COMMISSION AS FOLLOWS:
SECTION 1. The Commission hereby finds, determines, ratifies and confirms that the
diversification of industry, the retention of business opportunities and the retention of
opportunities for gainful employment within the jurisdiction of the City is desirable, serves a
public purpose, and is of benefit to the health and general welfare of the City; and that it is in the
public interest that the City take such action as it lawfully may to encourage the diversification of
industry, the retention of business opportunities, and the retention of opportunities for gainful
employment within the jurisdiction of the City.
SECTION 2. The Commission hereby determines that the Facilities and the Projects
will not have a material adverse competitive effect on any similar facilities already constructed
or operating in or near the City.
SECTION 3. The Commission hereby approves the report with respect to the Projects
presented at this meeting. The Secretary of this Commission shall submit such report to the
executive director or chairman of the plan commission of the City and to the superintendent of
the Carmel Clay School Corporation.
SECTION 4. The Commission finds, determines, ratifies and confirms that the issuance
and sale of the Bonds in an amount not to exceed Eight Million Dollars ($8,000,000) and the
provision of the proceeds of the Bonds to the Company for the financing of the Projects will be
of benefit to the health and general welfare of the City, will serve the public purposes referred to
above in accordance with the Act, and fully comply with the Act.
SECTION 5. The financing of the Projects through the issuance of the Bonds, in an
amount not to exceed Eight Million Dollars ($8,000,000) is hereby approved.
SECTION 6. The Commission hereby approves the terms of the following documents in
the form presented at this meeting: (i) a Financing Agreement between the City and the
Company; (ii) a Trust Indenture, between the City and a trustee to be selected by the Clerk-
Treasurer of the City (the "Trustee"); (iii) the Bonds; and (iv) an Ordinance of the Common
Council of the City.
SECTION 7. Any officer of the Commission is hereby authorized and directed, in the
name and on behalf of the Commission, to execute any and all other agreements, documents and
instruments, perform any and all acts, approve any and all matters, and do any and all other
things deemed by him to be necessary or desirable in order to carry out and comply with the
intent, conditions and purposes of this resolution (including the preambles hereto and the
documents mentioned herein), the Projects and the issuance and sale of the Bonds, and any such
execution, performance, approval or doing of other things heretofore effected be, and hereby is,
ratified and approved.
SECTION 8. The Secretary of this Commission shall transmit this resolution, together
with the forms of the documents approved by this resolution, to the Common Council of the
City.
SECTION 9. This resolution shall be in full force and effect upon adoption.
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Adopted this 2nd day of December, 2015.
CITY OF CARMEL ECONOMIC
DEVELOPMENT COMMISSION
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EXHIBIT A
DESCRIPTION OF THE PROJECTS
The design and construction of infrastructure improvements, including parking, street
development, utility relocations and/or streetscape development, all to support a proposed mixed
use residential, retail and office development generally to be located in the northwest quadrant of
the intersection of Carmel Drive and Rangeline Road, in the City of Carmel,Indiana.
INDS01 AWILLIAMS 1535074v1
4
REPORT OF THE CITY OF CARMEL
ECONOMIC DEVELOPMENT COMMISSION CONCERNING
THE PROPOSED FINANCING OF ECONOMIC DEVELOPMENT
FACILITIES FOR CARMEL DEVELOPMENT II,LLC
The City of Carmel Economic Development Commission (the "Commission") proposes
to recommend to the Common Council of the City of Carmel, Indiana (the "City"), that it
provide the proceeds of certain economic development revenue bonds to Carmel Development
II, LLC, or an affiliate thereof (the "Applicant") for the financing of certain economic
1 development facilities in the City.
In connection therewith,the Commission hereby reports as follows:
A. The proposed economic development facilities consist of the projects
listed in Exhibit A hereto which are located in the Integrated 126th Street Corridor
Economic Development Area (the "Projects") which will support the Applicant's
proposed mixed use development in the City(the "Facilities").
B. The Commission estimates that no public works or services, including
public ways, schools, water, sewer, street lights and fire protection, will be made
necessary or desirable by the Projects or the Facilities, because any such works or
services already exist or will be provided by the Projects themselves or by Applicant or
other parties.
C. The Commission estimates that the total costs of fmancing the Projects
will be approximately$8,000,000.
D. The Commission estimates that the Facilities and the Projects will create
approximately 381 jobs with an estimated annual payroll of approximately $13,848,000,
as well as approximately 126 construction jobs with an estimated annual payroll of
approximately$5,670,000.
E. The Commission finds that the Facilities and the Projects will not have a
material adverse competitive effect on similar facilities already constructed or operating
in the City of Cannel, Indiana.
Adopted this 2nd day of December, 2015.
_j:g
Secretary, City of Cannel
/ Economic Development Commission
Attest: 1
. ..‘itite - I I
_........_., _. .. , ___
'resi.' t, City of Cannel
conomic Development C•mmission
EXHIBIT A
DESCRIPTION OF THE PROJECTS
The design and construction of infrastructure improvements, including parking, street
development,utility relocations and/or streetscape development, all to support a proposed mixed
use residential, retail and office development generally to be located in the northwest quadrant of
the intersection of Carmel Drive and Rangeline Road, in the City of Carmel, Indiana.
INDS01 AWILLIAMS 1535094v1
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