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HomeMy WebLinkAboutD-2370-17 Approves $25,000,000 in Redvelopment Authoirty Lease Rental BondsSponsors: Councilors Finkam Carter, Rider, Worrell Kimball, Campbell ORDINANCE D-2370-17 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, AUTHORIZING AN AMENDMENT TO THE REVENUE DEPOSIT AGREEMENT BETWEEN THE CITY AND THE CARMEL REDEVELOPMENT COMMISSION 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 $25, 000, 000 for the purpose of financing various capital projects, approves the form of one or more Lease Agreements between the Carmel Redevelopment Authority and the CRC, and authorizes an amendment to the Amended and Restated Revenue Deposit Agreement between the City and the CRC. The CRC reasonably expects to pay the lease rentals under the Lease Agreements from certain TIF revenues or other legally available revenues of the CRC; however, the lease rentals will be solely secured 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 Twenty -Five Million Dollars ($25,000,000) (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 finance or reimburse the cost of the acquisition, 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 VERSION A - 09/18/17 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 Commission reasonably expects to pay the Lease Rentals during the term of any Lease from certain tax increment revenues derived from one or more allocation areas 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 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 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 VERSION A - 09/18/17 K 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 $25,000,000; (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 $2,800,000; (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; (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; and (h) the acquisition of any parcel or parcels of real property with the proceeds of the Bonds shall be subject to the procedures set forth in Exhibit B hereto. 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. 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 $25,000,000. 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 $25,000,000, 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. Amendment to Revenue Deposit Agreement. The Common Council hereby authorizes an amendment (the "Amendment") to the Amended and Restated Revenue Deposit Agreement, dated as of May 5, 2016 (the "Revenue Deposit Agreement"), between the City and the Commission, in order to make conforming changes thereto in connection with the issuance of the Bonds. The Mayor and Clerk -Treasurer are hereby authorized to execute the Amendment on behalf of the City. Section 4. 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 VERSION A - 09/18/17 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 5. 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 6. 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 7. 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. PASSED by the Common Council of the City of Carmel, this l��r day of M y-, 2017, by a vote of _5L_ ayes and 2— nays. COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA Kevin D. Rider, Vice President & 0 00 6,JQ A Laurd dampbell Clerk -Treasurer of Carmel, Indiana City Presented by me to the Mayor of the City of 2017, at�.M. - oodoe;,rj Antho Green Bruce Kimball C, / 6 'IC)i Jef '0 1 VERSION A - 09/18/17 4 is/ $today of Pauley,Aerk-Treasurer Approved by me, Mayor of the City of Carmel, Indiana, this day of fe , 2017, at �� ��1VI. ^ .Ames rainard, Mayor Prepared by: Bruce D. Donaldson Barnes & Thornburg LLP 11 South Meridian Street Indianapolis, IN 46204 VERSION A - 09/18/17 I EXHIBIT A 2 3 DESCRIPTION OF PROJECTS 4 5 All or any portion of. (a) the acquisition of any real property interests or right-of-way which 6 is or will be located in, or directly benefitting and serving, certain redevelopment and/or economic 7 development areas in the City in order to promote or support redevelopment and/or economic 8 development projects and related investments located on or near such acquired real property or 9 right-of-way, including any site development costs; and (b) one or more hotels and related 10 infrastructure improvements, including any site development costs (clauses (a) and (b), collectively, 11 the "Projects"). VERSION A - 09/18/17 A-1 12 EXHIBIT B 13 14 REAL PROPERTY ACQUISITION PROCEDURES 15 16 1. Whenever the Carmel Redevelopment Commission ("CRC") seeks to spend 17 proceeds of the Bonds to acquire and/or develop any parcel or parcels of real property pursuant to 18 clause (a) of the Projects described in Exhibit A hereto, for a total cost that exceeds $49,999 (each, a 19 "CRC Decision"), the Clerk -Treasurer of the City shall immediately provide notice of the CRC 20 Decision to all members of the Common Council. 21 2. Subject to Section 3 below, the Common Council shall have the right to review and 22 approve, reject or modify the CRC Decision. 23 3. If the Clerk -Treasurer so delivers such notice, the Common Council shall be deemed 24 to have approved the CRC Decision at the close of business on the fourth day after the date on 25 which the notice was delivered (the "Effective Date"), unless: (a) by the close of business on the 26 Effective Date, any member of the Common Council who disputes in writing the CRC Decision 27 requests the Clerk -Treasurer to place such dispute on the agenda for the next meeting of the 28 Common Council; and (b) at such meeting, the Common Council disapproves the CRC Decision by 29 a vote of a majority of the elected members of the Common Council. 30 DMS 100545480 VERSION A - 09/18/17 B-1