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HomeMy WebLinkAboutResolution 2017-10 (2017 LIT Bonds)RESOLUTION NO.2017-10 RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF ONE OR MORE PROPOSED LEASE AGREEMENTS BETWEEN THE CITY OF CARMEL REDEVELOPMENT AUTHORITY AND THE CITY OF CARMEL REDEVELOPMENT COMMISSION, AND AUTHORIZING CERTAIN MATTERS RELATED THERETO Synopsis: This resolution approves the form of one or more Lease Agreements between the Carmel Redevelopment Authority and the CRC in connection with the issuance of Carmel Redevelopment Authority lease rental bonds in the maximum principal amount of $76, 000, 000 for the purpose of refinancing certain obligations and financing various capital projects. 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 CRCfrom 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"); and WHEREAS, the Authority has adopted, or is expected to adopt, a resolution (a) approving one or more lease agreements (collectively, 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 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 $76,000,000 (collectively, the "Bonds"), to provide funds for the purposes of. (1) financing the acquisition by the Authority from the City of all or any portion of the Leased Premises, and the use by the City of the proceeds of such sale to (A) 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 (the "Legacy Project Bonds"), and pay all costs or expenses incurred in connection therewith, and (B) finance or reimburse the cost of the design, construction, renovation, improvement and/or equipping of the projects identified in the ordinance anticipated to be adopted by the Common Council of the City prior to the issuance of the Bonds (clause (a), collectively, the "Projects"); (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, the Legacy Project Bonds were issued for the purpose of financing the "River Road Work" and the "Public Site Work", each as defined under the terms of the Disbursement Agreement, dated as of December 18, 2013 (the "Disbursement Agreement"), between the Commission and Falcon Nest 11 LLC (the "Developer"), and are payable from and secured by a pledge of the incremental real property tax revenues (the "Legacy Project TIF Revenue") derived from the Legacy Project Allocation Area previously established by the Commission in connection with the Legacy Project Bonds; 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 July 19, 2017, 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 aggregate annual rate of Eight Million Three Hundred Thousand Dollars ($8,300,000), which Rental Payments shall be payable in semi-annual installments, with a term for any Lease not to exceed twenty (20) years following the commencement of such term of any such Lease which will begin on the date on which the Commission begins to make Rental Payments under any such 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 aggregate annual rate of Eight Million Three Hundred Thousand Dollars ($8,300,000), which Rental Payments shall be payable in semi-annual installments, with a term for any Lease not to exceed twenty (20) years following the commencement of such term of any such Lease which will begin on the date on which the Commission begins to make Rental Payments under any such 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 any Lease will serve the public purpose of the City and is in the best interests of its residents. Notwithstanding anything herein to the contrary, the Authority and the Commission may execute separate Leases in order to effectuate the intent of this Resolution, so long as the terms and conditions of all such Leases, in the aggregate, are consistent with the terms and conditions of this Resolution. 2. The Commission reasonably expects to pay the Rental Payments during the term of the Lease from a portion of the local income tax revenues to be received by the City pursuant to Indiana Code 6-3.6-9, as amended (the "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 Rental Payments will be secured solely by a pledge of the LIT Revenues and 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. 2 3. 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 each 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 all Leases, in the aggregate, 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 one or more Notices 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, on behalf of itself, the Authority and the City, hereby declares its intent, pursuant to Treas. Reg. § 1.150-2 and Indiana Code 5-1-14-6(c), to reimburse costs of the Program consisting of the Expenditures incurred by or on behalf of the Authority, the Commission or the City from proceeds of the sale of any series of the Bonds. 7. In connection with the use of the proceeds of the Bonds to refund the Legacy Project Bonds and to pay for the costs of completing portions of the River Road Work and Public Site Work, the Commission hereby agrees to use all or a portion of the Legacy TIF Revenue received by the Commission each year to reimburse the City for the amount of LIT Revenues or other general revenues of the City provided to the Commission each year to make the portion of the Rental Payments due under the Lease which is allocable to the refunding of the Legacy Project Bonds and the completion of the River Road Work and Public Site Work. The President and Secretary of the Commission are hereby authorized to enter into a reimbursement agreement with the City, in a form and substance acceptable to the President and Secretary of the Commission, with the approval of such reimbursement agreement to be conclusively evidenced by their execution thereof. Furthermore, the President and Secretary of the Commission are hereby authorized to enter into an amendment to the Disbursement Agreement with the Developer, in a form and substance acceptable to the President and Secretary of the Commission, with the approval of such amendment to be conclusively evidenced by their execution thereof. S. 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. 3 9. This Resolution shall be in full force and effect after adoption by the Conunission. ADOPTED this 19`h day of July, 2017. DMS 10623087v2 S CITY OF CARMEL REDEVELOPMENT COMMISSION t � _ Pr s' ent C. Vice President Secretary