HomeMy WebLinkAboutD-2283-16 COIT Payment for Lease AgreementsSponsor: Councilor Finkham
ORDINANCE D-2283-16
AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL,
INDIANA, PLEDGING COUNTY OPTION INCOME TAX REVENUES OF
THE CITY TO PAY CERTAIN OBLIGATIONS AND TAKING OTHER
/To Y 1115.1-7Mx1111011711"w9�I IC11
Synopsis:
Ordinance pledges the City's monthly distribution of COIT revenue to the payment of lease
rentals under a Lease Agreement, dated as of January 20, 2016, between the City of Carmel
Redevelopment Authority and the City of Carmel Redevelopment Commission. The Council
previously adopted Resolution CC -01-04-16-02, As Amended, approving the Lease Agreement
and the issuance of bonds by the City of Carmel Redevelopment Authority to fund various road
infrastructure projects within the City. The lease rentals under the Lease Agreement will be
payable from and secured by the City's monthly distribution of COIT revenue and by a back-up
pledge of revenues derived by the Commission from the levy of a special benefits tax within the
redevelopment district.
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 Carmel Redevelopment Commission (the "Commission"); and
WHEREAS, on January 18, 2016, the Common Council of the City (the "Common
Council") adopted Resolution CC -01-04-16-02, As Amended (the "2016 Resolution"), for the
purpose of approving the execution and delivery of the Lease (as defined in the 2016 Resolution)
and the issuance of the Bonds (as defined in the 2016 Resolution); and
WHEREAS, pursuant to the 2016 Resolution and separate resolutions adopted by the
Authority and the Commission, the Authority and the Commission have previously executed the
Lease and the Authority has authorized the issuance of the Bonds; and
WHEREAS, the annual rentals payable by the Commission under the Lease will be
pledged by the Authority to pay debt service on the Bonds; and
WHEREAS, the Hamilton County- Income Tax Council has imposed a county option
income tax (the "COIT") pursuant to IC 6-3.5-6, as amended, on the adjusted gross income of
Hamilton County (the "County") taxpayers; and
WHEREAS, IC 6-3.5-6, as amended, provides that revenue derived from the imposition
of the COIT shall be distributed to the County monthly on the first day of each month (the City's
share of each such monthly distribution, a "Monthly Distribution"); and
WHEREAS, pursuant to IC 36-7-14-25.5, the City is authorized to pledge its Monthly
Distributions of COIT revenues to pay bonds issued under IC 36-7-14-25.1 or to pay lease rental
payments on leases entered into under IC 36-7-14-25.2; and
WHEREAS, on July 7, 1997, the Common Council adopted its Ordinance No. D-1302-97
(the "COIT Ordinance"), pursuant to which the Common Council, on behalf of the City, pledged
and assigned the City's Monthly Distributions of COIT revenues for the payment of any bond,
note, warrant or other evidence of indebtedness, any lease or any other obligation (any bond,
note, warrant or other evidence of indebtedness, any lease or any other obligation, individually,
an "Obligation" and, collectively, the "Obligations") identified by ordinance of the Common
Council as an obligation secured by the COIT Ordinance (any Obligation so identified as an
obligation secured by the COIT Ordinance, individually, a "Secured Obligation" and,
collectively, the "Secured Obligations"), if certain conditions are satisfied, and such conditions
have been satisfied.
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE
CITY OF CARMEL, INDIANA, as follows:
Section 1. Pledge of COIT Revenues. Pursuant to IC 36-7-14-25.5, the Common
Council, on behalf of the City, hereby pledges and assigns the City's Monthly Distributions of
COIT revenues for the payment of the Secured Obligations, including the Lease. The Common
Council hereby identifies the Lease as an obligation secured by the COIT Ordinance.
Section 2. Creation of Contract; Amendment of Ordinance.
(a) The provisions of this Ordinance shall constitute a contract by and between the
City and the obligees of the Secured Obligations (including the Lease). After the issuance of any
Secured Obligations, the Common Council shall not, except as specifically provided in Section
2(b) or 2(c) hereof, repeal, modify or amend this Ordinance.
(b) The Common Council may, from time to time and at any time, without the
consent of or notice to any obligees under any Secured Obligations, adopt a supplemental
ordinance to modify or amend this Ordinance for any one or more of the following purposes:
(i) To cure any ambiguity or formal defect or omission in this
Ordinance or in any supplemental ordinance;
(ii) To grant to or confer upon any obligees under any Secured
Obligations any additional benefits, rights, remedies, powers, authority or security
that may lawfully be granted to or conferred upon such obligees under such
Secured Obligations;
(iii) To modify or amend this Ordinance to permit the qualification of
any Secured Obligations for sale under the securities laws of the United States of
America or any of the states of the United States of America;
(iv) To provide for the refunding or advance refunding of any Secured
Obligations;
0)
(v) To procure a rating on any Secured Obligations from a nationally
recognized securities rating agency, designated in such supplemental ordinance, if
such supplemental ordinance will not materially adversely affect the interests of
any obligees under any Secured Obligations;
(vi) To make changes to reflect the identification of any Obligation as
an obligation secured by the COIT Ordinance in accordance with Section 3
thereof; or
(vii) Any other purpose which, in the judgment of the Common
Council, does not materially adversely affect the interests of any obligees under
any Secured Obligations.
(c) This Ordinance, and the rights and obligations of the City and any obligees under
any Secured Obligations, may be modified or amended from time to time at any time by a
supplemental ordinance adopted by the Common Council with the consent of the obligees under
the Secured Obligations affected by such modification or amendment, holding at least a majority
in aggregate principal amount of such Secured Obligations then outstanding (exclusive of
Secured Obligations, if any, owned by the City); provided, however, that no such modification or
amendment shall, without the express consent of all of the obligees under the Secured
Obligations affected by such modification or amendment, permit a privilege or priority of any of
such Secured Obligations over any other of such Secured Obligations, or create a lien securing
any of such Secured Obligations other than a lien ratably securing all of such Secured
Obligations, nor shall any such modification or amendment reduce the percentage of consent
required for amendment or modification of this Ordinance.
Any act done pursuant to a modification or amendment so consented to shall be binding
upon all the obligees under the Secured Obligations and shall not be deemed an infringement of
any of the provisions of this Ordinance, and may be done and performed as fully and freely as if
expressly permitted by the terms of this Ordinance, and, after such consent relating to such
specified matters has been given, no obligees under the Secured Obligations shall have any right
or interest to object to such action or in any manner to question the propriety thereof or to enjoin
or restrain the City or any officer thereof from taking any action pursuant thereto.
If the City shall desire to obtain any such consent to any modification or amendment of
this Ordinance, it shall mail or cause to be mailed a notice, postage prepaid, to the respective
obligees under the Secured Obligations affected by such modification or amendment. Such
notice shall briefly set forth the nature of the proposed supplemental ordinance and shall state
that a copy thereof is on file for inspection by all obligees under such Secured Obligations. The
City shall not, however, be subject to any liability to any obligees under any Secured Obligations
by reason of its failure to mail the notice described in this Section 2, and any such failure shall
not affect the validity of such supplemental ordinance when consented to and approved as
provided in this Section 2.
Whenever, at any time within one year after the date of the mailing of such notice, the
City shall receive an instrument or instruments purporting to be executed by the obligees under
such Secured Obligations of not less than a majority in aggregate principal amount of such
Secured Obligations then outstanding (exclusive of Secured Obligations, if any, owned by the
City), which instrument or instruments shall refer to the proposed supplemental ordinance
described in such notice, and shall specifically consent to and approve the adoption thereof in
substantially the form of the copy thereof referred to in such notice as on file, thereupon, but not
otherwise, the Common Council may adopt such supplemental ordinance in substantially such
form, without liability or responsibility to any obligees under the Secured Obligations, whether
or not such obligee shall have consented thereto.
(d) Upon the adoption of any supplemental ordinance pursuant to the provisions of
this Section 2, this Ordinance shall be, and is deemed to be, modified and amended in
accordance therewith, and the respective rights, duties and obligations under this Ordinance shall
thereafter be determined, exercised and enforced hereunder, subject in all respects to such
modifications and amendments.
Section 3. Severability. If any part of this Ordinance shall be adjudged to be invalid
by a court of proper jurisdiction, it shall be conclusively presumed that the Common Council
would have passed the remainder of this Ordinance without such invalid part.
Section 4. Repeal of Conflicting Ordinances. All ordinances, resolutions and orders,
or parts thereof, in conflict with the provisions of this Ordinance, are, to the extent of such
conflict, hereby repealed.
Section 5. Effectiveness. This Ordinance shall be in full force and effect from and
after its adoption by the Common Council and upon compliance with the procedures required by
law. The 2016 Resolution shall remain in full force and effect. The COIT Ordinance shall
remain in full force and effect and shall apply to the Lease.
T
PASSED by the Common Council of the City of Carmel, Indiana, this C, day of
2016, by a vote of C� ayes and nays.
COMMON COUNCIL OF THE CITY O CARMEL, IND
Ronal arter, Pre dent Kevin D. Rider
Sue , V' e President Caro hleif
Laura Campbell Jeff VVorydo
Pauley„Clerk-Treasurer b Pthe City
of Carmel,
Presented by me to the Mayor of the City of
2016, at .00 P M.
Approve:21M
me, Mayor of the City of Carmel, Indiana, this Z��ay of M4Ac � ,
2016, at M.
1 j J
V es Brainard, Mayor
_
of Carmel, Indiana
Prepared by: Bruce D. Donaldson, Esq.
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, IN 46204
DMS BJB 3810865x2
City