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HomeMy WebLinkAboutD-2499-19 Phase II Bonds for City Center Mixed-Use Development Sponsors: Councilor Kimball ORDINANCE D-2499-19 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, AUTHORIZING THE ISSUANCE OF THE CITY OF CARMEL,INDIANA TAXABLE ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2020 (CITY CENTER PHASE II),AND AUTHORIZING AND APPROVING OTHER ACTIONS IN RESPECT THERETO Synopsis: Ordinance authorizes the issuance of bonds by the City of Carmel, Indiana, to finance a certain public infrastructure improvements to support Phase II of the mixed-use development of City Center WHEREAS, the City of Cannel, Indiana (the "City"), is a municipal corporation and political subdivision of the State of Indiana and by virtue of I.C. 36-7-11.9 and I.C. 36-7-12 (collectively, the "Act"), is authorized and empowered to adopt this ordinance (the "Bond Ordinance") and to carry out its provisions; WHEREAS, Cannel City Center, LLC, CCC West, LLC and/or any of their respective affiliates (collectively, the "Company"), desires to finance the design and construction of certain improvements described in Exhibit A hereto which are located in the Cannel Downtown Economic Development Area and the City Center Redevelopment Area (collectively, the "Projects"); WHEREAS, the Company will complete the Projects for use in connection with its mixed-use commercial and residential City Center project in or directly serving and benefiting the Cannel Downtown Allocation Area No. 3 and the Pedcor Office 5 Allocation Area within the Carmel Downtown Economic Development Area and the Kent Allocation Area within the City Center Redevelopment Area(the "Facilities"); WHEREAS, the Company has advised the City of Cannel Economic Development Commission (the "Commission") and the City that it proposes that the City issue its Taxable Economic Development Revenue Bonds, Series 2020 (City Center Phase II) (with such different or additional series designation determined to be necessary or appropriate) in an aggregate principal amount not to exceed Three Million Five Hundred Eighty-Seven Thousand Dollars ($3,587,000) (the "Bonds"), under the Act and provide the proceeds of such Bonds to the Company for the purpose of financing the Projects; WHEREAS, the completion of the Projects is expected to result in the diversification of industry, the creation of jobs and the creation of business opportunities in the City; WHEREAS, pursuant to I.C. § 36-7-12-24, the Commission published notice of a public hearing(the "Public Hearing") on the proposed issuance of the Bonds to finance the Projects; WHEREAS, on the date specified in the notice of the Public Hearing, the Commission held the Public Hearing on the Projects and received uncontroverted evidence that there are no facilities which are similar to the Projects and have already been constructed or operating in or near the City; and WHEREAS, the Commission has performed all actions required of it by the Act preliminary to the adoption of this Bond Ordinance and has approved and forwarded to the Common Council the forms of: (1) a Financing Agreement, to be dated as of the first day of the month the Bonds are issued or sold (the "Financing Agreement") between the City and the Company; (2) a Trust Indenture, to be dated as of the first day of the month the Bonds are issued or sold (the "Indenture"), between the City and a trustee to be selected by the City (the "Trustee"); (3) the Bonds; and(4) this Bond Ordinance (the Financing Agreement, the Indenture, the Bonds, and this Bond Ordinance, collectively,the"Financing Documents"); NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, THAT: Section 1. Findings; Public Benefits. The Common Council hereby finds and determines that the Projects involve the acquisition, construction and equipping of an "economic development facility" as that phrase is used in the Act; that the Projects will increase employment opportunities and increase diversification of economic development in the City, will improve and promote the economic stability, development and welfare in the City, will encourage and promote the expansion of industry, trade and commerce in the City and the location of other new industries in the City; that the public benefits to be accomplished by this Bond Ordinance, in tending to overcome insufficient employment opportunities and insufficient diversification of industry, are greater than the cost of public services (as that phrase is used in the Act) which will be required by the Projects; and, therefore, that the financing of the Projects by the issue of the Bonds under the Act: (i) will be of benefit to the health and general welfare of the City; and (ii) complies with the Act. Section 2. Approval of Financing. The proposed financing of the Projects by the issuance of the Bonds under the Act, in the form that such financing was approved by the Commission, is hereby approved. Section 3. Authorization of the Bonds. The issuance of the Bonds, payable solely from revenues and receipts derived from the Financing Documents, is hereby authorized. Section 4. Terms of the Bonds. (a) The Bonds, in the aggregate principal amount not to exceed Three Million Five Hundred Eighty-Seven Thousand Dollars ($3,587,000), shall (i) be executed at or prior to the closing date by the manual or facsimile signatures of the Mayor and the Clerk of the City; (ii) be dated as of the date of their delivery; (iii) mature on a date not later than twenty-one (21) years after the date of issuance of the Bonds; (iv) bear interest, which is taxable for purposes of federal income tax, at a maximum rate not to exceed five percent (5%) per annum, with the actual rate or rates to be determined by negotiation with the purchaser thereof(the "Purchaser"), with 2 such interest payable as provided in the Financing Documents; (v) be issuable in such denominations as set forth in the Financing Documents; (vi) be issuable only in fully registered form; (vii) be subject to registration on the bond register as provided in the Indenture; (viii) be payable in lawful money of the United States of America; (ix) be payable at an office of the Trustee as provided in the Indenture; (x) be subject to optional redemption prior to maturity and subject to redemption as otherwise provided in the Financing Documents; (xi) be issued in one or more series; and (xii) contain such other terms and provisions as may be provided in the Financing Documents. (b) The Bonds and the interest thereon do not and shall never constitute an indebtedness of, or a charge against the general credit or taxing power of, the City, but shall be special and limited obligations of the City, payable solely from revenues and other amounts derived from the Financing Documents. Forms of the Financing Documents are before this meeting and are by this reference incorporated in this Bond Ordinance, and the Clerk of the City is hereby directed, in the name and on behalf of the City, to insert them into the minutes of the Common Council and to keep them on file. Section 5. Sale of the Bonds; Purchase Agreement. The Mayor and the Controller of the City are hereby authorized and directed, in the name and on behalf of the City, to sell the Bonds to the Purchaser at such prices as are determined on the date of sale and approved by the Mayor and Controller of the City. The Mayor and the Controller are hereby authorized to approve and execute a bond purchase agreement (the "Purchase Agreement") for the Bonds with the Purchaser, in a form and substance approved by such officers, such approval to be conclusively evidenced by the execution thereof. Such Purchase Agreement may set forth the definitive terms and conditions for such sale, but all of such terms and conditions must be consistent with the terms and conditions of this Bond Ordinance. Section 6. Execution and Delivery of Financing Documents. The Mayor and the Clerk of the City are hereby authorized and directed, in the name and on behalf of the City, to execute or endorse and deliver the Financing Agreement, the Indenture, and the Bonds, submitted to the Common Council, which are hereby approved in all respects. Section 7. Changes in Financing Documents. The Mayor is hereby authorized, in the name and on behalf of the City, without further approval of the Common Council or the Commission, to approve such changes in the Financing Documents as may be permitted by Act, such approval to be conclusively evidenced by his execution thereof. Section 8. General. The Mayor and any other officer of the City, and each of them, are hereby authorized and directed, in the name and on behalf of the City, to execute or endorse any and all agreements, documents and instruments, perform any and all acts, approve any and all matters, and do any and all other things deemed by them, or either of them, to be necessary or desirable in order to carry out and comply with the intent, conditions and purposes of this Bond Ordinance (including the preambles hereto and the documents mentioned herein), the Projects, the issuance and sale of the Bonds, and the securing of the Bonds under the Financing Documents, and any such execution, 3 endorsement, performance or doing of other things heretofore effected be, and hereby is, ratified and approved. Section 9. Binding Effect. The provisions of this Bond Ordinance and the Financing Documents shall constitute a binding contract between the City and the holders of the Bonds, and after issuance of the Bonds this Bond Ordinance shall not be repealed or amended in any respect which would adversely affect the rights of the holders of the Bonds as long as the Bonds or interest thereon remains unpaid. Section 10. Severability. If any part of this Bond 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 Bond Ordinance without such invalid part. Section 11. Repeal of Conflicting Ordinances. All ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Bond Ordinance, are, to the extent of such conflict, hereby repealed. Section 12. Effective Date. This Bond Ordinance shall be in full force and effect immediately upon adoption and compliance with I.C. § 36-4-6-14. Section 13. Copies of Financing Documents on File. Two copies of the Financing Documents incorporated into this Bond Ordinance were duly filed in the office of the Clerk of the City, and are available for public inspection in accordance with I.C. § 36-1-5-4. 4 IPASSED by the Common Council of the City of Cannel, this C day of b, 2019, by a vote of 7 ayes and ` V nays. COMMON COUNCIL OF THE CITY OF CARMEL, I D Jeff W 1 sident Anthony re Laura Campbell, Vice President Bruce Ki all R E. C r Kevin D. Rider S mka ATTE : ' C 'ne Pauley, Cler reasurer of the y of Cannel, Indiana Presented by me to the Mayor of the City of C el, Indiana, this day of , 2019, ateAe- -44 d IV1. Christine Pauley, Clerk reasurer Approved by me, Mayor of the City of Cannel, Indiana. this S day of 1-Hr feJ� , 2019, at S/ �.M. J es Brainard, Mayor A ES Christine Pauley, erk-Treasurer Prepared by: ruce D. Donaldson $arnes & Thornburg LLP 11 South Meridian Street Indianapolis, IN 46204 5 EXHIBIT A DESCRIPTION OF THE PROJECTS All or any portion of the design and construction of infrastructure and site improvements, including, without limitation, construction of public restrooms, construction of the so-called Carmel Steps, construction of various roads, sidewalks and/or streetscape developments, construction of a stoa near Veteran's Bridge, construction of skywalks or sky bridges and installation of brick inside Motorcourt, in or directly serving the Carmel Downtown Allocation Area No. 3 and the Pedcor Office 5 Allocation Area within the Carmel Downtown Economic Development Area and the Kent Allocation Area within the City Center Redevelopment Area, all of which will support the development of the mixed-use commercial and residential development of City Center. DMS 15398356.2