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HomeMy WebLinkAboutCC-08-17-20-02 Approving Lease Amendment and Refunding BondsSponsors: Councilors Finkam, Rider, Worrell RESOLUTION CC-08-17-20-02 RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, APPROVING ONE OR MORE SERIES OF CITY OF CARMEL REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE REFUNDING BONDS, APPROVING AMENDMENTS TO CERTAIN LEASES AND TAKING OTHER ACTIONS RELATED THERETO Synopsis: This Resolution approves the issuance of City of Carmel Redevelopment Authority lease rental revenue bonds for the purpose of refinancing the Authority’s Lease Rental Revenue Multipurpose Bonds, Series 2012A and the Autho rity’s Lease Rental Revenue Refunding Bonds, Series 2014, in order to achieve debt service savings and approves documents and matters related thereto. 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, as lessor, and the Commission, as lessee, entered into a Lease Agreement, dated as of November 20, 2012, as amended by an Addendum to Lease Agreement, dated as of December 27, 2012 (collectively, the “Original 2012 Lease”); and WHEREAS, the Authority previously issued its Lease Rental Revenue Multipurpose Bonds, Series 2012A (the “2012A Bonds”), in the original aggregate principal amount of One Hundred Fifteen Million Nine Hundred Thousand Dollars ($115,900,000,000) and Lease Rental Revenue Multipurpose Bonds, Series 2012B (Taxable) (the “2012B Bonds”), in the original aggregate principal amount of Sixty-Nine Million Two Hundred Forty-Five Thousand Dollars ($69,245,000), pursuant to a Trust Indenture, dated as of December 1, 2012 (the “Original 2012 Indenture”), between the Lessor and The Huntington National Bank, as trustee (the “2012 Trustee”); and WHEREAS, the 2012A Bonds are currently outstanding in the aggregate principal amount of One Hundred Fifteen Million Nine Hundred Thousand Dollars ($115,900,000); and WHEREAS, the Authority, as lessor, and the Commission, as lessee, entered into a Lease Agreement, dated as of July 12, 2005, as amended by an Addendum to Lease, dated December 6, 2005, as amended by a First Amendment to Lease Agreement, dated as of January 19, 2010, and as further amended by a Second Amendment to Lease Agreement, dated as of May 1, 2014 (collectively, the “Original 2014 Lease”); and WHEREAS, the Authority previously issued its Lease Rental Revenue Refunding Bonds, Series 2014 (Performing Arts Center Project) (the “2014 Bonds”), in the original aggregate principal amount of Fifty-Five Million Six Hundred Eighty-Five Thousand Dollars ($55,685,000), pursuant to a Trust Indenture, dated as of December 1, 2005 (the “Original 2005 Indenture”), as amended by a First Supplemental Trust Indenture, dated as of May 1, 2014 (the “First Supplemental Indenture”, and together with the Original 2005 Indenture, the “Original 2014 Indenture”), each by and between the Authority and The Bank of New York Mellon Trust Company, N.A. (ultimate successor to J.P. Morgan Trust Company, National Association), as trustee (the “2014 Trustee”); and DocuSign Envelope ID: 746782B1-1758-4E1D-B540-779E488DFBFB 2 WHEREAS, pursuant to the Original 2005 Indenture, the Authority has also issued its Lease Rental Revenue Bonds of 2005 (Capital Appreciation Bonds) (the “2005 CABs”), in the aggregate issued about of Twenty-Seven Million Seven Hundred Ninety-Eight Thousand Two Hundred Twenty-Seven Thousand Dollars and Fifteen Centers ($27,798,227.15) WHEREAS, the 2014 Bonds are currently outstanding in the aggregate principal amount of Fifty-Four Million Seven Hundred Forty Thousand Dollars ($54,740,000); and WHEREAS, Indiana Code 36-7-14.5 authorizes the refunding of bonds issued by the Authority; and WHEREAS, due to favorable market conditions, the Authority desires to refund all of the outstanding 2012A Bonds (collectively, the “Refunded 2012A Bonds”) in order to effect a savings in the interest costs on the Refunded 2012A Bonds; and WHEREAS, due to favorable market conditions, the Authority desires to refund all of the outstanding 2014 Bonds (collectively, the “Refunded 2014 Bonds”) in order to effect a savings in the interest costs on the Refunded 2014 Bonds; and WHEREAS, the Authority proposes to issue one or more series of refunding bonds designated as the “City of Carmel Redevelopment Authority Lease Rental Revenue Refunding Bonds, Series 2020A (with such additional or different series designation as may be determined to be necessary or appropriate), in an aggregate principal amount not to exceed of One Hundred Thirty Million Dollars ($130,000,000) (the “2020A Bonds”), pursuant to the Original 2012 Indenture, as supplemented and amended by a First Supplemental Trust Indenture, between the Authority and the 2012 Trustee (the “Supplemental Indenture”) for the purpose of providing funds to (a) effect a refunding of all of the Refunded 2012A Bonds, (b) if necessary, fund one or more debt service reserve funds or pay the premiums for one or more debt service reserve fund surety policies, and (c) pay the costs incurred on the account of the issuance and sale of the 2020A Bonds , including any premiums for a municipal bond insurance policy or other form of credit enhancement; and (clauses (a) through and including (c), collectively, the “2012A Refunding”); and WHEREAS, the Authority proposes to issue one or more series of refunding bonds designated as the “City of Carmel Redevelopment Authority Lease Rental Revenue Refunding Bonds, Series 2020B (with such additional or differe nt series designation as may be determined to be necessary or appropriate), in an aggregate principal amount not to exceed of Sixty-Five Million Dollars ($65,000,000) (the “2020B Bonds”), pursuant to the Original 2014 Indenture, as supplemented and amended by a Second Supplemental Trust Indenture, between the Authority and the 2014 Trustee (the “Second Supplemental Indenture”), for the purpose of providing funds to (a) effect a refunding of all of the Refunded 2014 Bonds, (b) if necessary, fund one or more debt service reserve funds or pay the premiums for one or more debt service reserve fund surety policies, and (c) pay the costs incurred on the account of the issuance and sale of the 2020B Bonds , including any premiums for a municipal bond insurance policy or other form of credit enhancement; and (clauses (a) through and including (c), collectively, the “2014 Refunding”); and WHEREAS, pursuant to the Original 2012 Lease, as consideration for the Leased Premises (as defined in the Original 2012 Lease), the Commission has agreed to pay the Authority fixed annual rental payments, in an amount sufficient to pay principal and interest due on the 2012A Bonds in each twelve month period, plus certain administrative expenses, payable in semi-annual DocuSign Envelope ID: 746782B1-1758-4E1D-B540-779E488DFBFB 3 installments on each January 15 and July 15; and WHEREAS, the Authority and the Commission propose to enter into an amendment to the Original 2012 Lease, in substantially the form presented at this meeting (the “2012 Lease Amendment”), for the purpose of reducing the annual lease rental payments due under the Original 2012 Lease to correspond with the reduced debt service owed with respect to the 2020A Bonds, plus certain annual administrative costs and expenses related to the 2020A Bonds, thereby allowing the Commission to realize the savings achieved by refunding the Refunded 2012A Bonds; and WHEREAS, the annual rentals payable by the Commission under the Original 2012 Lease, as amended by the 2012A Lease Amendment (collectively, the “2012 Lease”) will be pledged by the Authority to pay debt service on the 2020A Bonds and the 2012B Bonds; and WHEREAS, pursuant to the Original 2014 Lease, as consideration for the Leased Premises (as defined in the Original 2014 Lease), the Commission has agreed to pay the Authority fixed annual rental payments, in an amount sufficient to pay principal and interest due on the 2014 Bonds in each twelve month period, plus certain administrative expenses, payable in semi-annual installments on each January 1 and July 1; and WHEREAS, the Authority and the Commission propose to enter into an amendment to the Original 2014 Lease, in substantially the form presented at this meeting (the “2014 Lease Amendment”), for the purpose of reducing the annual lease rental payments due under the Original 2014 Lease to correspond with the reduced debt service owed with respect to the 2020B Bonds, plus certain annual administrative costs and expenses related to the 2020B Bonds, thereby allowing the Commission to realize the savings achieved by refunding the Refunded 2014 Bonds; and WHEREAS, the annual rentals payable by the Commission under the Original 2014 Lease, as amended by the 2014 Lease Amendment (collectively, the “2014 Lease”) will be pledged by the Authority to pay debt service on the 2020B Bonds and the 2005 CABs; and WHEREAS, the Common Council now desires to approve each of the 2012 Lease Amendment and the 2014 Lease Amendment, 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 unit; and WHEREAS, the Common Council now desires to approve the issuance of the 2020A Bonds and the 2020B Bonds, pursuant to Indiana Code 36-7-14.5-19. NOW, THEREFORE, BE IT RESOLOVED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, as follows: Section 1. Approval of 2012 Lease Amendment, 2020A Bonds and Supplemental Indenture. The Common Council hereby approves the issuance of the 2020A Bonds by the Authority, pursuant to Indiana Code 36-7-14.5-19, and the execution and delivery of the 2012 Lease Amendment, as approved by the Commission, pursuant to Indiana Code 36-7-14-25.2, the execution and delivery of the Supplemental Indenture securing the 2020A Bonds, and the pledge of the lease rentals thereunder to the payment of the 2020A Bonds, pursuant to IC 36-7-14.5-21, all subject to the following conditions: (a) the maximum aggregate original principal amount of the 2020A Bonds shall not exceed $130,000,000; (b) any series of the 2020A Bonds shall have a final maturity date no DocuSign Envelope ID: 746782B1-1758-4E1D-B540-779E488DFBFB 4 later than February 1, 2038; (c) the maximum annual lease rental payment during the term of the Original 2012 Lease, as amended by the 2012 Lease Amendment, shall not exceed $12,800,000; (d) the maximum interest rate on the 2020A Bonds shall not exceed five percent (5.00%) per annum; (e) the 2020A Bonds shall subject to optional redemption prior to maturity beginning not earlier than eight (8) years after the date of issuance of the 2020A Bonds; (f) the maximum term of the Original 2012 Lease, as amended by the 2012 Lease Amendment, shall be no later than the term specified in the Original 2012 Lease; and (g) no capitalized interest shall be funded with the proceeds of the 2020A Bonds. Section 2. Approval of 2014 Lease Amendment, 2020B Bonds and Second Supplemental Indenture. The Common Council hereby approves the issuance of the 2020B Bonds by the Authority, pursuant to Indiana Code 36-7-14.5-19, and the execution and delivery of the 2014 Lease Amendment, as approved by the Commission, pursuant to Indiana Code 36-7-14-25.2, the execution and delivery of the Second Supplemental Indenture securing the 2020B Bonds, and the pledge of the lease rentals thereunder to the payment of the 2020B Bonds, pursuant to IC 36-7-14.5- 21, all subject to the following conditions: (a) the maximum aggregate original principal amount of the 2020B Bonds shall not exceed $65,000,000; (b) any series of the 2020B Bonds shall have a final maturity date no later than February 1, 2033; (c) the maximum annual lease rental payment during the term of the Original 2014 Lease, as amended by the 2014 Lease Amendment, shall not exceed $11,700,000; (d) the maximum interest rate on the 2020B Bonds shall not exceed five percent (5.00%) per annum; (e) the 2020B Bonds shall subject to optional redemption prior to maturity beginning not earlier than eight (8) years after the date of issuance of the 2020B Bonds; (f) the maximum term of the Original 2014 Lease, as amended by the 2014 Lease Amendment, shall be no later than the term specified in the Original 2014 Lease; and (g) no capitalized interest shall be funded with the proceeds of the 2020B Bonds Section 3. Authorization of Other Actions. Each of the Mayor, any member of the Common Council, the Clerk and the Controller, 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 Resolution, 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 4. Effectiveness. This Resolution shall be in full force and effect from and after its adoption by the Common Council. DocuSign Envelope ID: 746782B1-1758-4E1D-B540-779E488DFBFB 5 PASSED by the Common Council of the City of Carmel, this _____ day of _____________, 2020, by a vote of ______ ayes and _____ nays. COMMON COUNCIL FOR THE CITY OF CARMEL, INDIANA ___________________________________ Laura D. Campbell, President Sue Finkam, Vice-President ___________________________________ ____________________________________ H. Bruce Kimball Kevin D. Rider ___________________________________ ____________________________________ Anthony Green Jeff Worrell ___________________________________ ___________________________________ Tim Hannon Miles Nelson ___________________________________ Adam Aasen ATTEST: __________________________________ Sue Wolfgang, Clerk Presented by me to the Mayor of the City of Carmel, Indiana this ____ day of _________________________ 2020, at _______ __.M. ____________________________________ Sue Wolfgang, Clerk Approved by me, Mayor of the City of Carmel, Indiana, this _____ day of ________________________ 2020, at _______ __.M. ____________________________________ James Brainard, Mayor ATTEST: ___________________________________ Sue Wolfgang, Clerk Prepared by: Bruce D. Donaldson Barnes & Thornburg LLP 11 South Meridian Street Indianapolis, IN 46204 DMS 17844627.1 DocuSign Envelope ID: 746782B1-1758-4E1D-B540-779E488DFBFB August PAugust 18th 6:15 P 18th 7:30 Not Present 17th August 8 0