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HomeMy WebLinkAboutResolution 2018-02 (Midtown West reserve)RESOLUTION NO.2018-02 A RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION AUTHORIZING USE OF FUNDS IN THE CARMEL REDEVELOPMENT COMMISSION SUPPLEMENTAL RESERVE FUND TO SUPPORT THE MIDTOWN WEST BONDS WHEREAS, on March 6, 2017, the Common Council (the "Common Council") of the City of Carmel, Indiana (the "City") adopted its Ordinance D-2348-17 (the "Bond Ordinance") authorizing the issuance of the City's taxable economic development revenue bonds (the "Bonds") to finance a parking garage and related infrastructure improvements that will provide parking to a mixed -use retail and apartment building, as well as public parking, for what is commonly known as the Midtown West project in the City; and WHEREAS, the Bonds will be payable from revenues received by the City pursuant to a loan agreement (the "Loan Agreement") between the City and the Carmel Midtown Building Corporation (the "Borrower"), which Loan Agreement was approved by the Council in the Bond Ordinance; and WHEREAS, the payments owed by the Borrower under the Loan Agreement will be payable from revenues received by the Borrower pursuant to a Garage Lease (the "Lease") between the Borrower, as lessor, and the City of Carmel Redevelopment Commission (the "Commission") and Midtown Carmel Capital Partners, LLC, as co -lessees, which Lease was also approved by the Council in the Bond Ordinance; and WHEREAS, following a public hearing, the Commission adopted a resolution approving the Lease on February 15, 2017; and WHEREAS, in order to secure the Bonds, the City will need to establish and maintain a debt service reserve fund (the "Midtown West Bond Reserve") accessible to or held by the trustee for the Bonds (the "Bond Trustee") to provide liquidity for Bond payments in the event that Lease rental payments are insufficient for such purpose; and WHEREAS, the City and the Commission have executed an Amended & Restated Revenue Deposit Agreement, dated as of December 14, 2017 (the "RDA") which governs the required uses and priorities of TIF Revenue (as defined therein) of the Commission; and WHEREAS, the RDA created a Supplemental Reserve Fund (as defined therein) into which certain amounts of the TIF Revenue are required to be deposited and held by the Commission; and WHEREAS, the Commission desires to make a portion of the Supplemental Reserve Fund available to the Bond Trustee, on behalf of the City, to meet the requirements of the Midtown West Bond Reserve during the construction period for the Midtown West project pending the effective date of a surety policy or credit facility to be deposited into the Midtown West Bond Reserve; and WHEREAS, the Common Council has adopted, or is anticipated to adopt, a substantially identical resolution approving this proposed use of the Supplemental Reserve Fund; and WHEREAS, the Commission now desires to approve the proposed use of the Supplemental Reserve Fund on the terms and conditions set forth herein. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Redevelopment Commission, governing body of the City of Carmel Department of Redevelopment, as follows: Section 1. Authorization of Use of Supplemental Reserve Fund. The Commission hereby authorizes the use of a portion of the Supplemental Reserve Fund to satisfy the Midtown West Bond Reserve, subject to the following conditions: (a) the maximum amount of Supplemental Reserve Fund moneys that may be used to satisfy the Midtown West Bond Reserve requirement shall not exceed $925,000; (b) the City or the Commission shall have received a commitment from a qualified provider of a surety policy or credit facility, the policy limit of which upon the effective date thereof, will satisfy the reserve requirement for the Midtown West Bond Reserve; (c) the authorizations contained herein shall expire upon the effective date of the surety policy or credit facility deposited into the Midtown West Bond Reserve; and (d) the Common Council of the City shall have approved the proposed use of the Supplemental Reserve Fund on same terms and conditions set forth herein. Section 2. Authorization of Reserve Fund Agreement. The Commission is hereby authorized to enter into an agreement (the "Supplemental Reserve Fund Agreement") with the City and/or the Bond Trustee regarding the application of Supplemental Reserve Fund moneys as described in Section 1 of this Resolution, so long as the Supplemental Reserve Fund Agreement satisfies and is consistent with the conditions set forth in Section 1. The President, Vice President or Secretary of the Commission, and each of them, is hereby authorized to execute the Supplemental Reserve Fund Agreement on behalf of the Commission, in form of substance as such officer deems necessary or desirable. Notwithstanding anything herein to the contrary, the Commission may transfer a portion of the Supplemental Reserve Fund (subject to the limitations of Section 1) to the Bond Trustee for deposit in the Midtown West Bond Reserve under the trust indenture for the Bonds. Upon the effective date of the surety policy or other credit facility that will be issued and deposited into the Midtown West Bond Reserve to satisfy the reserve requirement, the City shall direct that any moneys from Supplemental Reserve Fund that were transferred to and deposited in the Midtown West Bond Reserve shall be returned to the Supplemental Reserve Fund by the Bond Trustee. Section 3. Authorization of Other Actions. Each of the President, Vice President and Secretary of the Commission is hereby authorized and directed, for and on behalf of the Commission, to execute and deliver any 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 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 Commission 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 Commission. 2 ADOPTED this 281h day of February, 2018. CITY OF CARMEL REDEVELOPMENT COMMISSION President � v n,-Q c. � President Member DMS 1171281M