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HomeMy WebLinkAboutResolution CC-02-15-16-02 Midtown Lease AgreementSponsor: Councilors Carter, Kimball and Worrell RESOLUTION CC -02-15-16-02 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, APPROVING A LEASE BETWEEN THE CITY OF CARMEL REDEVELOPMENT AUTHORITY AND THE CITY OF CARMEL REDEVELOPMENT COMMISSION AND TAKING OTHER ACTIONS RELATED THERETO Synopsis: Resolution approves a Lease Agreement between the City of Carmel Redevelopment Authority, as lessor, and the City of Carmel Redevelopment Commission, as lessee, and approves bonds issued by the Redevelopment Authority, secured by the lease rentals under the Lease Agreement, to finance the construction of two parking garages and a public plaza. The lease rental payments are payable from tax increment revenues derived from the Midtown Allocation Area, as well as other available revenues of the City of Carmel Redevelopment District, and by a back-up pledge of the revenues derived by the Commission from the levy of a special benefits tax. WHEREAS, the City of Carmel Redevelopment Authority (the "Authority") has been created pursuant to Indiana Code 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"), as the governing body of the City of Carmel Redevelopment District (the "District"); and WHEREAS, the Authority has adopted, or is expected to adopt, a resolution indicating its intent to issue one or more series of its taxable lease rental revenue bonds, in the maximum original principal amount of Twenty Million Dollars ($20,000,000) (collectively, the "Bonds"), to provide funds for the purposes of. (a) financing all or a portion of the projects described in Exhibit A attached hereto (collectively, the "Projects"); (b) if necessary, funding a debt service reserve fund or paying the premiums for one or more municipal bond insurance policies and/or one or more debt service reserve fund credit facilities, if any; (c) if necessary, paying capitalized interest on the Bonds; and (d) paying all costs incurred on account of or in connection with the issuance and sale of the Bonds, including the premiums for any credit enhancement or credit facility purchased in connection with the issuance of the Bonds (clauses (a) through and including (d), collectively, the "Program"); and WHEREAS, the Authority and the Commission have adopted, or are expected to adopt, resolutions approving a proposed Lease Agreement in the form presented at this meeting (the "Lease") for the purpose of paying the principal and interest on the Bonds issued pursuant to Indiana Code 36-7-14.5 to finance the Program; and WHEREAS, the annual rentals (the "Lease Rentals") payable by the Commission under the Lease will be pledged by the Authority to pay debt service on the Bonds; and WHEREAS, the Commission reasonably expects to pay the Lease Rentals during the term of the Lease from certain tax increment revenues derived from the Midtown Allocation Area established within the District to be received by the Commission pursuant to Indiana Code 36-7-14, as amended, or other legally available revenues of the Commission, and the payment of the Lease i Rentals will be secured solely 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 Commission scheduled a public hearing regarding the Lease pursuant to Indiana Code 36-7-14-25.2, as amended, and published a notice of such public hearing pursuant to Indiana Code 5-3-1, and said public hearing has been held and all interested parties were provided the opportunity to be heard at the hearing; and WHEREAS, pursuant to Indiana Code 36-7-14.5-14 and Indiana Code 36-7-14-25.2, the Commission has adopted a resolution finding that the lease rental payments to be paid by the Commission to the Authority pursuant to the Lease are fair and reasonable, and that the terms of the Lease are based upon the value of the Leased Premises (as defined in the Lease) and the use of the Leased Premises and the Projects throughout the term of the Lease will serve the public purpose of the City and is in the best interests of its residents; and WHEREAS, the Common Council of the City (the "Common Council") desires to approve the Lease pursuant to Indiana Code 36-7-14-25.2, which provides that any lease approved by a resolution of the Commission must be approved by an ordinance or resolution of the fiscal body of the City. NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, as follows: Section 1. Approval of Lease, Bonds and Trust Indenture. The Common Council hereby approves the issuance of the Bonds by the Authority, pursuant to Indiana Code 36-7-14.5- 19, the execution and delivery of the Lease, as approved by the Commission, pursuant to Indiana Code 36-7-14-25.2, including, if necessary, the levy by the Commission of a special benefits tax pursuant to Indiana Code 36-7-14-27 during the term of the Lease to provide necessary funds from which to pay the Lease Rentals under the Lease, the execution and delivery of a Trust Indenture for the Bonds, to be entered into between the Authority and a trustee bank to be chosen by the President of the Authority, as trustee, and the pledge of the lease rentals thereunder to the payment of the Bonds, pursuant to IC 36-7-14.5-21, all subject to the following conditions: (a) the maximum aggregate original principal amount of the Bonds shall not exceed $20,000,000; (b) the Bonds shall mature no later than January 15, 2041; (c) the maximum annual lease rental payment during the term of the Lease shall not exceed $1,500,000; (d) the maximum interest rate on the Bonds shall not exceed seven percent (7.00%) per annum; (e) the Bonds may be subject to redemption prior to maturity on any date not earlier than five (5) years following the date of issuance of the Bonds, with such specific dates and redemption terms determined at the time of the sale of the Bonds and approved by the Authority in the purchase agreement for the Bonds, all upon the advice of the financial advisor to the Authority; (f) the maximum term of the Lease shall not exceed twenty-five (25) years; and (g) interest on the Bonds may be capitalized through a date no later than July 15, 2019. Section 2. Payment of Lease Rentals. While the Commission has pledged a special benefits tax as a back-up source of payments on the Lease, the Common Council hereby acknowledges that the Commission reasonably expects to use (a) tax increment revenues derived from the Midtown Allocation Area, and (b) other revenues legally available to the Commission, to pay the Lease Rentals under the Lease. 2 Section 3. Authorization of Other Actions. Each of the Mayor, any member of the Common Council and the Clerk -Treasurer, and any other officer, employee or agent of the City is hereby authorized and directed, for and on behalf of the City, to execute and deliver any contract, deed, agreement, certificate, instrument or other document and to take any action as such person determines to be necessary or appropriate to accomplish the purposes of this Resolution, such determination to be conclusively evidenced by such person's execution of such contract, deed, agreement, certificate, instrument or other document or such person's taking of such action. Section 4. Severability. If any part of this Resolution 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 Resolution without such invalid part. Section 5. Effectiveness. This Resolution 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. PASSED by the Common Council of the City of Carmel, this by a vote of ayes and (0 nays. COMMON COUNCIL OF THE CITY )nptd-4 Carter, President Laura Campbell Bruce Kimball ATTE,fi�L,1 Christine Pauley/' Clerk-Treasur r of the City of Carmel, Indiana Presented by me to the Mayor of the City of 2016, at_ K j .M. 4 Aday of , 2016, D. Rider Approved y, }payor of the City of Carmel, In 2016, at _Y M. this , istine Pauley,��j�ler�-Treasurer (/ diana, this O day of , Prepared by: Bruce D. Donaldson Barnes & Thornburg LLP 11 South Meridian Street Indianapolis, IN 46204 4 EXHIBIT A 0i 3 DESCRIPTION OF PROJECTS 4 5 All or any portion of (a) the design, acquisition, construction, inspection and equipping of 6 two multi-level parking garages located along 1St Avenue SW and a public plaza facing the Monon 7 Trail, all of which will be located near the intersection of 3rd Street SW and 1St Avenue SW and are 8 located in, or directly benefitting and serving, the Old Towne Economic Development Area; (b) the 9 acquisition of any land or right-of-way necessary therefor; and (c) all utility relocation, acquisition, 10 design, inspection, construction, demolition, renovation, remediation, improvement, excavation, site 11 work preparation and/or equipping projects related to the projects described in clauses (a) and (b) 12 and any and all costs related thereto (clauses (a) through and including (c), collectively, the 13 "Projects"). 14 15 DMS AWILLIAMS 3653039v2 A-1