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HomeMy WebLinkAboutD-2564-20 Approves Issuance of Carmel Redvelopment Authority Lease Rental Bonds for Road ImprovementsVERSION A 03/01/2021 Sponsors: Councilors Kimball, Rider and Worrell ORDINANCE D-2564-20 AS AMENDED AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, APPROVING CERTAIN CARMEL REDEVELOPMENT AUTHORITY LEASE RENTAL BONDS TO FINANCE VARIOUS ROAD IMPROVEMENT PROJECTS IN THE CITY Synopsis: This ordinance approves the issuance of Carmel Redevelopment Authority lease rental bonds in the maximum principal amount of $60,000,000 for the purpose of financing various road improvement projects in the City, and a related financing Lease, payable from a special benefits tax levied on all owners of taxable property in the City. 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 aggregate principal amount of Sixty Million Dollars ($60,000,000) (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, paying capitalized interest on the Bonds; and (c) 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 (c), collectively, the “Program”); and 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 payment of the Lease Rentals will be secured solely by a 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 DocuSign Envelope ID: D9C81EE6-69E2-4B41-B027-96CFC1644C59 VERSION A 03/01/2021 2 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 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 the Bonds, to be entered into between the Authority and a trustee bank to be chosen by the Controller, 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 $60,000,000; (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 Six Million Dollars ($6,000,000); (d) the maximum interest rate on the Bonds shall not exceed five percent (5.00%) per annum; (e) the Bonds may be subject to redemption prior to maturity on any date not earlier than eight (8) 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-two (22) years, provided however, that the lease rental schedule allocable to any given series of the Bonds may not exceed twenty (20) years following the DocuSign Envelope ID: D9C81EE6-69E2-4B41-B027-96CFC1644C59 VERSION A 03/01/2021 3 commencement of such term; and (g) interest on any series of the Bonds may be capitalized for a period ending not later than July 15, 2023. 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 $60,000,000. The Mayor, Clerk, Controller 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 $60,000,000, 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, the Controller and the Clerk 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. Authorization of Other Actions. Each of the Mayor, any member of the Common Council, the Controller and the Clerk, 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 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 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 _____ day of _____________, 2021, by a vote of ______ ayes and _____ nays. COMMON COUNCIL FOR THE CITY OF CARMEL, INDIANA ___________________________________ Sue Finkam, President Kevin D. Rider, Vice-President ___________________________________ ____________________________________ Laura Campbell H. Bruce Kimball ___________________________________ ____________________________________ Jeff Worrell Anthony Green DocuSign Envelope ID: D9C81EE6-69E2-4B41-B027-96CFC1644C59 March Not Present 8 0 1st VERSION A 03/01/2021 4 ___________________________________ ___________________________________ Adam Aasen Tim Hannon ___________________________________ Miles Neslon ATTEST: __________________________________ Sue Wolfgang, Clerk Presented by me to the Mayor of the City of Carmel, Indiana this ____ day of _________________________ 2021, at _______ __.M. ____________________________________ Sue Wolfgang, Clerk Approved by me, Mayor of the City of Carmel, Indiana, this _____ day of ________________________ 2021, at _______ __.M. ____________________________________ James Brainard, Mayor ATTEST: ___________________________________ Sue Wolfgang, Clerk Prepared by: Bruce D. Donaldson Barnes & Thornburg LLP 11 South Meridian Street Indianapolis, IN 46204 DocuSign Envelope ID: D9C81EE6-69E2-4B41-B027-96CFC1644C59 2nd 4:30 P 2nd P March March 4:30 VERSION A 03/01/2021 A-1 DMS 18552491.4 EXHIBIT A DESCRIPTION OF PROJECTS All or any portion of: (a) the acquisition of any real property interests or right-of-way of the real estate subject to the Lease, (b) the design, inspection, construction, renovation, replacement, improvement and/or equipping of road and street construction and reconstruction, resurfacing or improvement projects, and roundabout improvements in the City, and the construction, reconstruction, resurfacing, relocation or equipping of improvements related thereto or necessary or appropriate in connection therewith as part of the City’s road and street system, including but not limited to the following projects in the following order priority (1) Smokey Row Road between Old Meridian and Rangeline, (2) 3 rd Avenue between Main Street and City Center, (3) intersection improvements at 96 th Street and College Avenue, (4) intersection improvements at 106 th Street and College Avenue, (5) intersection improvements at 106 th and Westfield Boulevard, (6) College Avenue from 96 th Street and 106 th Street, (7) Haverstick Road between 96 th Street and 99 th Street, (8) 99 th Street between Westfield Boulevard and Haverstick Road, and (9) 3 rd Avenue between City Center and Carmel Drive, and (c) the completion of any road improvement projects authorized to be financed by the City of Carmel Redevelopment Authority Lease Rental Bonds, Series 2016A, including but not limited to intersection improvements at AAA Way and 116 th Street and intersection improvements at AAA Way and Carmel Drive (clauses (a) through and including (c), collectively, the “Projects”); provided, however, that no proceeds of the Bonds shall be spent on public art, and further provided that any proceeds of the Bonds remaining after the completion of the priority projects described above may only be used for additional projects specifically approved by a majority of the members of the Common Council, or to pay debt service on the Bonds. DocuSign Envelope ID: D9C81EE6-69E2-4B41-B027-96CFC1644C59