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HomeMy WebLinkAboutD-2369-17 Approves the Issuance of Bonds for $71,000,000Sponsors: Councilors Finkam Carter, Rider, Worrell Kimball, Campbell ORDINANCE D-2369-17 AS AMENDED AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, APPROVING CERTAIN CARMEL REDEVELOPMENT AUTHORITY LEASE RENTAL BONDS, APPROVING ONE OR MORE LEASE AGREEMENTS BETWEEN THE CARMEL REDEVELOPMENT AUTHORITY AND THE CARMEL REDEVELOPMENT COMMISSION, PLEDGING LOCAL INCOME TAX REVENUES OF THE CITY TO PAY CERTAIN OBLIGATIONS, AND TAKING OTHER ACTIONS RELATED THERETO Synopsis: This ordinance approves the issuance of Carmel Redevelopment Authority lease rental bonds in the maximum principal amount of $71, 000, 000 for the purpose of refinancing certain obligations and financing various capital projects, approves the form of one or more Lease Agreements between the Carmel Redevelopment Authority and the CRC, and pledges the City's Monthly Distribution of LIT Revenues. The lease rentals under the Lease Agreements will be payable from and secured by a pledge of the City's monthly distribution of LIT revenue and by a back-up pledge of revenues derived by the CRC 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 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 lease rental revenue 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 Seventy -One Million Dollars ($71,000,000) (collectively, the "Bonds"), to provide funds for the purposes of. (a) financing the acquisition by the Authority from the City of all or any portion of the real property described in Exhibit B to the form of Lease (as hereinafter defined) (the "Real Property"), and the use by the City of the proceeds of such sale to (i) refund, or cause to be refunded, all of the outstanding City of Carmel, Indiana, Taxable Economic Development Revenue Bonds, Series 2013 (Legacy Project), dated December 18, 2013, and pay all costs or expenses incurred in connection therewith, and (ii) finance or reimburse the cost of the design, construction, renovation, improvement and/or equipping of the projects identified on Exhibit A hereto and made a part hereof (clause (a), 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 one or more proposed Lease Agreements, each in the form presented at this meeting (collectively, 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 Hamilton County Income Tax Council has imposed a county option income tax pursuant to IC 6-3.5-6 (repealed) on the adjusted gross income of Hamilton County, Indiana (the "County") taxpayers, which now has been codified at IC 6-3.6 and reclassified as the certified shares component of additional revenue derived from the expenditure rate tax under IC 6-3.6 (referred to herein as the "LIT"); and WHEREAS, IC 6-3.6-9, as amended, provides that revenue derived from the imposition of the LIT 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 LIT 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 of the City (the "Common Council") adopted its Ordinance No. D-1302-97 (the "LIT Ordinance"), pursuant to which the Common Council, on behalf of the City, pledged and assigned the City's Monthly Distributions of LIT 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 LIT Ordinance (any Obligation so identified as an obligation secured by the LIT Ordinance, individually, a "Secured Obligation" and, collectively, the "Secured Obligations"), if certain conditions are satisfied, and such conditions have been satisfied; and WHEREAS, the Commission reasonably expects to pay the Lease Rentals during the term of any Lease froma portion of the City's Monthly Distributions of LIT revenues, or other general revenues of the City, which may be transferred to, and received by the Commission from time to time or other legally available revenues of the Commission, and the payment of the Lease Rentals will be secured solely by (1) a pledge of the City's Monthly Distributions of LIT revenues, and (2) to the extent that the City's Monthly Distributions of LIT revenues are insufficient, 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 VERSION A - 09/18/17 2 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 form of 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 desires to approve the form of 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; and WHEREAS, the proceeds of the sale of a portion of the Real Property to the Authority (the "Sale Proceeds") have not been included in the existing budget for the City, and the City now desires to appropriate the Sale Proceeds for the purpose of being applied to the payment of the costs of the Program; and WHEREAS, notice of a hearing on said appropriation has been duly given by publication as required by law, and the hearing on said appropriation has been held, at which all taxpayers had an opportunity to appear and express their views as to such appropriation; NOW, THEREFORE, BE IT ORDAINED 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 $71,000,000; (b) any series of the Bonds shall have a term not longer than twenty (20) years, commencing from the date of issuance of such series of Bonds; (c) the maximum aggregate annual lease rental payments during the terms of any Lease shall not exceed $8,300,000; (d) the maximum taxable interest rate on the Bonds, for purposes of federal income taxes, shall not exceed eight percent (8.0%) per annum, and the maximum tax-exempt interest rate on the Bonds, for purposes of federal income taxes, shall not exceed six percent (6.0%) 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 applicable series of Bonds, with such specific dates and redemption terms determined at the time of the sale of such series of Bonds and approved by the Authority in the purchase agreement for the applicable series of Bonds, all upon the advice of the financial advisor to the Authority; (f) the maximum term of any Lease shall not exceed twenty (20) years following the commencement of such term; and (g) interest on any series of the Bonds may be capitalized for a period not longer than two (2) years after the date of issuance of such series of Bonds. Notwithstanding anything herein to the contrary, the Common Council acknowledges and agrees that the Authority and the Commission may execute separate Leases in order to effectuate the intent of this Ordinance, so long as the terms and conditions of such Leases, in the aggregate, are consistent with the terms and conditions of this Ordinance. VERSION A - 09/18/17 3 Section 2. Sale of Right -of -Way; Appropriation of Sale Proceeds. The Common Council hereby authorizes the sale to the Authority of the existing Real Property which will comprise or be included in the Leased Premises under the Lease, for a price sufficient to cover the costs of the Program, but in any event not to exceed $71,000,000. The Mayor, Clerk -Treasurer and other officers of the City are hereby authorized to take such actions and execute such documents as may be necessary to effectuate such sale and transfer. There is hereby appropriated a sum not to exceed $71,000,000, together with all investment earnings thereon, to be provided for out of the Sale Proceeds for the purpose of providing funds to be applied to the costs of the Program. Such appropriation shall be in addition to all appropriations provided for in the existing budget and shall continue in effect until the completion of the Program. The Mayor and the Clerk -Treasurer are hereby authorized to take all such actions and execute all such instruments as are necessary or desirable to effectuate this appropriation, including the filing of a report of this appropriation with the Indiana Department of Local Government Finance. Section 3. Pledge of LIT Revenues. Pursuant to IC 36-7-14-25.5 and IC 6-3.6-6-18, the Common Council, on behalf of the City, hereby pledges and assigns the City's Monthly Distributions of LIT revenues for the payment of the Secured Obligations, including the Lease. The Common Council hereby identifies the Lease as an obligation secured by the LIT Ordinance. Section 4. 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 4(b) or 4(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; (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; VERSION A - 09/18/17 4 (vi) To make changes to reflect the identification of any Obligation as an obligation secured by the LIT 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 4, and any such failure shall not affect the validity of such supplemental ordinance when consented to and approved as provided in this Section 4. 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. VERSION A - 09/18/17 5 (d) Upon the adoption of any supplemental ordinance pursuant to the provisions of this Section 4, 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 5. 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 Ordinance, 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 6. 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 7. 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 8. 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 LIT Ordinance shall remain in full force and effect and shall apply to the Lease. VERSION A - 09/18/17 6 PASSED by the Common Council of the City of Carmel, this Lv� day of 2017, by a vote of _.5 ayes and _-Z, nays. COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA 0 00 "(' Sue i am,,Pre dent /'-) ------2 Antho y reen ---�;�.-- l< *� D. Rider, Vice President Bruce Kimball Dqc?e A, 4A C�- Laura tApbell J f frull (Rdnald E. Carter A Christine Paule , Clerk-TreasuWr of the City of Carmel, Indiana Presented by me to the Mayor of the City of 2017, at�-.M. Approved bye, Mayor of the City of Carmel, 2017, at P.M. Prepared by: Bruce D. Donaldson Barnes & Thornburg LLP 11 South Meridian Street Indianapolis, IN 46204 VERSION A - 09/18/17 7 Brainard, Mayor I EXHIBIT A 2 3 DESCRIPTION OF PROJECTS 4 5 All or any portion of (a) the design, inspection, construction, renovation, replacement, 6 improvement, acquisition and/or equipping of certain local public improvements, buildings and 7 other infrastructure projects in the City, including, without limitation, certain road and street 8 reconstruction, resurfacing or improvement projects; roundabout improvements; construction, 9 reconstruction, resurfacing or improvements of multi -use paths, together with any sidewalk, 10 drainage, lighting, utilities, streetscaping, landscaping and/or other improvements related to any of 11 the foregoing projects; (b) the acquisition of any land or right-of-way necessary therefor; and (c) all 12 utility relocation, acquisition, design, inspection, construction, demolition, renovation, remediation, 13 improvement, excavation, site work preparation and/or equipping projects related to the projects 14 described in clauses (a) and (b) and any and all costs related thereto (clauses (a) through and 15 including (c), collectively, the "Projects"). General descriptions of the Projects anticipated to be 16 undertaken are set forth below: 17 18 Roundabouts 19 20 106th & Hazel Dell Parkway 21 P Avenue & Carmel Drive 22 P Avenue & City Center Drive 23 Medical Drive & Carmel Drive 24 East 4th & Main Street 25 6th & Range Line Road 26 27 Paths 28 29 Gray Road 30 Motion Updates (City Center) 31 136th Street (Range Line Road to Keystone) 32 33 Misc. 34 35 Hotel 36 Civic Square Storage & Maintenance Buildings 37 Duke Transmission Lines Burying 38 (116th — South of Kite) 39 Golf Course Improvements & New Clubhouse 40 Range Line Road Streetscape 41 River Road from Community Drive to 146th Street 42 Completion of Cherry Creek Boulevard from Mississinewa Dr to James Dean 43 Legacy Public Site Work, including the Bike Promenade, Storm Water Park 44 and Community Drive Traffic Signal 45 2"d Avenue NE from Main Street to 1 St Street NE 46 3rd Avenue from Carmel Drive to City Center Drive 47 Office Suites on 1St Avenue, adjacent to the Monon Trail 48 DMS 100046170 VERSION A - 09/18/17 LM]