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HomeMy WebLinkAboutResolution 2016-03 (Lease to Refinance 2010C COPS)RESOLUTION NO. 2016-03 RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A PROPOSED LEASE BETWEEN THE CITY OF CARMEL REDEVELOPMENT AUTHORITY AND THE CITY OF CARMEL REDEVELOPMENT COMMISSION, AND AUTHORIZING CERTAIN MATTERS RELATED THERETO 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"); and WHEREAS, the Authority has adopted, or is expected to adopt, a resolution (a) approving a proposed lease agreement (the "Lease") between the Authority, as lessor, and the Commission, as lessee, for the lease of the Leased Premises (as defined in the Lease), and (b) indicating its intent to issue one or more series of its lease rental revenue refunding bonds, all or any portion of which may be taxable or tax- exempt for federal income tax purposes, in the maximum original principal amount of $19,000,000 (collectively, the "Bonds"), to provide funds for the purposes of: (1) financing the acquisition by the Authority from the Commission of the Leased Premises, and the simultaneous use by the Commission of the proceeds from the sale of such Leased Premises to purchase to the Project (as defined under the terms of the Installment Purchase Agreement, dated as of November 1, 2010 (the "Purchase Agreement"), between the Commission and CFP Carmel, Indiana Energy Center LLC) by prepaying all of the Installment Payments (as defined in the Purchase Agreement) to become due thereunder, thereby effecting a refunding of all of the outstanding City of Carmel, Indiana, Redevelopment District Certificates of Participation, Series 2010C, dated November 12, 2010 (the "2010C COPS"), issued in the original aggregate principal amount of $16,300,000 (clause (1), collectively, the "Refunding"); (2) 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; (3) if necessary, paying capitalized interest on the Bonds; and (4) 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 (1) through and including (4), collectively, the "Program"); and WHEREAS, due to favorable market conditions, the Commission desires to proceed with the Refunding in order to refund all of the outstanding 2010C COPS in order to effect a savings in the interest costs on the 2010C COPS; and WHEREAS, the form of proposed Lease has been presented to the Commission at this meeting; and WHEREAS, after publishing notice of a public hearing in accordance with Indiana law, the Commission held a public hearing on January 4, 2016 regarding the Lease and the Bonds at which the Commission provided all interested parties the opportunity to be heard at such hearing; and WHEREAS, pursuant to the terms of the Lease, the Commission intends to pay lease rental payments to the Authority (the "Rental Payments") at a maximum annual rate of One Million Three Hundred Fifty Thousand Dollars ($1,350,000), which Rental Payments shall be payable in semi-annual installments, for a term no longer than twenty (20) years beginning on the date on which the Commission begins to make Rental Payments under the Lease, and ending on the day prior to a date not later than twenty (20) years thereafter; and WHEREAS, the Commission desires to execute the Lease and authorize the publication, in accordance with Indiana Code 36-7-14-25.2, of a Notice of Execution and Approval of Lease. NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CARMEL REDEVELOPMENT COMMISSION AS FOLLOWS: 1. The Commission hereby finds and determines that the terms of the Lease are based upon the value of the Leased Premises, that the Rental Payments to be paid by the Commission, pursuant to the terms of the Lease, at a maximum annual rate of One Million Three Hundred Fifty Thousand Dollars ($1,350,000), which Rental Payments shall be payable in semi-annual installments, for a term no longer than twenty (20) years beginning on the date on which the Commission begins to make lease rental payments under the Lease and ending on the day prior to a date not later than twenty (20) years thereafter, are fair and reasonable, and that the service to be provided throughout the term of the Lease will serve the public purpose of the City and is in the best interests of its residents. 2. The Commission hereby authorizes the sale to the Authority of the real property comprising the Leased Premises for a price sufficient to cover the costs of the Program, but in any event not to exceed $19,000,000. The President, the Secretary or other officer of the Commission are each hereby authorized to take such actions and execute such documents as may be necessary to effectuate such sale and transfer, including, without limitation, execution of an escrow deposit agreement, in a form and substance acceptable to the officers executing the same, in connection with the Refunding. 3. The Commission reasonably expects to pay the Rental Payments during the term of the Lease from certain tax increment revenues or other legally available revenues to be received by the Commission and the payment of the Rental Payments will be further 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. Pursuant to Indiana Code 36-7-14-39, the Commission hereby authorizes the pledge and assignment of the tax increment revenues pursuant to the terms of the Lease, together with any addendum thereto, for the payment of the Rental Payments to become due under the Lease, subject to any prior or parity claims thereon. Any officer of the Commission is hereby authorized to execute a pledge agreement on behalf of the Commission implementing and setting forth the terms and conditions of any such pledge, including any parity bond provisions. 4. The President or Vice President 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, to execute and deliver the Lease in substantially the form presented at this meeting with such changes in form or substance as the President or Vice President of this Commission shall approve, such approval to be conclusively evidenced by the execution thereof; provided, however, the annual Rental Payments and term of the Lease shall not exceed the parameters set forth in paragraph 1 hereof. 4. The Secretary of the Commission is hereby directed to transmit to the Common Council a copy of this Resolution and to request that the Common Council adopt a resolution approving the Lease, prior to the execution thereof. 5. The Commission hereby authorizes the publication, in accordance with Indiana Code 36- 7-14-25.2, of the Notice of Execution and Approval of Lease. 6. The Commission hereby declares its official intent to facilitate the issuance of the Bonds for the purpose of financing the Program. The Commission hereby declares its intent, pursuant to Treas. Reg. § 1.150-2 and Indiana Code 5-1-14-6(c), that all or a portion of the costs incurred by or on behalf of the Authority, the Commission or the City in financing the Program, be reimbursed from the proceeds of 2 the Bonds. 7. The President, Vice President and Secretary of this Commission, and each of them, is hereby authorized and directed to take any and all such further actions and to execute all such instruments, documents or certificates as may be necessary, desirable or appropriate to carry out the Program and the transactions contemplated by this Resolution, 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, including, but not limited to, publication of the notice of the public hearing held in connection with such resolutions, be, and hereby are, ratified and approved. 8. This Resolution shall be in full force and effect after adoption by the Commission. ADOPTED this 0 day of , 2016. DHSS BJB 33568460 CITY OF CARMEL EVELOPMENT COM. I N Pr ident 3 htf- Member