HomeMy WebLinkAboutBPW-09-15-04-02 Civic Sq. Corp.Resolution No. BPW- 09-15-04-02
RESOLUTIONS OF THE BOARD OF PUBLIC WORKS OF
THE CITY OF CARMEL, INDIANA, APPROVING AMENDMENTS
TO LEASES AND TAKING OTHER ACTIONS REGARDING
FIRST MORTGAGE REFUNDING BONDS, SERIES 2004
WHEREAS, the Carmel Civic Square Building Corporation (the "Corporation") has been
established as an Indiana nonprofit corporation operating pursuant to the provisions of the
Indiana Nonprofit Act of 199 l, as amended, Indiana Code 23-17 (the "Act"); and
WHEREAS, the Corporation previously issued its First Mortgage Bonds of 1986 (the
"1986 Bonds"), pursuant to a Trust Indenture, dated as of May 1, 1986, for the purpose of
procuring funds to pay the cost of acquiring certain real estate and constructing and equipping
thereon certain municipal facilities; and
WHEREAS, Corporation previously issued First Mortgage Refunding Bonds, Series
1993 (the "1993 Bonds"), in the original aggregate principal amount of Three Million Four
Hundred Eighty-Five Thousand Dollars ($3,485,000), pursuant to a Trust Indenture, dated as of
December 1, 1993 (the "1993 Indenture"), between the Corporation and National City Bank,
Indiana, as trustee, for the purpose of providing funds to refund in advance of their stated
maturities the 1986 Bonds outstanding as of the date of issuance of the 1993 Bonds and to pay
costs of issuance related to the 1993 Bonds; and
WHEREAS, in connection with the issuance of the 1986 Bonds and the 1993 Bonds, the
Corporation and the City entered into a Lease, dated as of March 4, 1986, as amended by an
Addendum to Lease, and by an Amendment to Lease, dated as of December 1, 1993
(collectively, the" 1986 Lease"); and
WHEREAS, the Corporation previously issued its First Mortgage Bonds of 1988 (the
"1988 Bonds"), pursuant to a Trust Indenture, dated as of December 1, 1988, for the purpose of
procuring funds to pay the cost of acquiring certain real estate and constructing and equipping
thereon certain additional municipal facilities; and
WHEREAS, Corporation previously issued First Mortgage Refunding Bonds, Series
1994 (the "1994 Bonds"), in the original aggregate principal amount of Ten Million Dollars
($10,000,000), pursuant to the "1993 Indenture, for the purpose of providing funds to refund in
advance of their stated maturities the 1988 Bonds outstanding as of the date of issuance of the
1994 Bonds and to pay costs of issuance related to the 1994 Bonds; and
WHEREAS, in connection with the issuance of the 1988 Bonds and the 1994 Bonds, the
Corporation and the City entered into a Lease, dated as of October 31, 1988, as amended by an
Addendum to Lease dated December 19, 1988, and by an Amendment to Lease, dated as of
January 1, 1994 (collectively, the "1988 Lease"); and
WHEREAS, the 1993 Bonds and the 1994 Bonds are hereinafter sometimes collectively
referred to as the "Prior Bonds," and the 1986 Lease and the 1988 Lease are hereinafter
sometimes collectively referred to as the "Prior Leases;" and
WHEREAS, Indiana Code 5-1-5, as amended, authorizes the refunding of all or a portion
of the Prior Bonds prior to such time as such Prior Bonds are subject to redemption in order to
effect a savings; and
WHEREAS, in accordance with Indiana Code 5-1-5, the Corporation desires to provide
for the issuance of bonds to refund all of the Prior Bonds which are currently outstanding (the
"Refunded Bonds") to effect a savings to the Corporation and, by reason of the corresponding
reduction in the lease rental payments as provided in the Second Amendment to 1986 Lease (as
hereinafter defined) and the Second Amendment to 1988 Lease (as hereinafter defined) provide a
savings to the City; and
WHEREAS, the Corporation intends to execute and issue its First Mortgage Refunding
Bonds, Series 2004 in an aggregate principal amount not to exceed Six Million Two Hundred
Thousand Dollars ($6,200,000) (the "2004 Bonds"), in the form and subject to the terms
provided in the Trust Indenture (the "Indenture"), by and between the Corporation and U.S.
Bank National Association, as trustee (the "Trustee"), for the purpose of providing funds to (a)
currently refund all of the Refunded Bonds, and (b) pay the costs of issuance of the Series 2004
Bonds including all the incidental expenses necessary to be incurred in connection with the
issuance of the Series 2004 Bonds or on account thereof; and
WHEREAS, Indiana Code § 5-1-5-15 provides that, in connection with the issuance of
refunding bonds, an issuing body and the lessee of any building, financed with the proceeds or
obligations being refunded may enter into an amendment modifying or amending the provisions
of such lease in one or more of the following respects: (i) to provide for a reduction in the
amount of lease rental payable by the lessee; (ii) to provide for extensions or reductions of the
time set forth in the lease before the option of the lessee to purchase may be exercised to such
times as may be agreed upon by the issuing body and the lessee; or (iii) to provide that the lease
rental payable by the lessee or lessees after redemption of the bonds being refunded may be
payable to the trustee under a trust indenture securing such refunding bonds; and
WHEREAS, in accordance with Indiana Code § 5-1-5-15, the City now desires (i) to
enter into amendments to the Prior Leases with the Corporation for the purpose of modifying or
amending the provisions of the Leases to provide for a reductions in the amount of lease rentals
payable by the City, (ii) approve the issuance of the 2004 Bonds, and (iii) authorize certain
actions in connection therewith;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF PUBLIC WORKS OF
THE CITY OF CARMEL, INDIANA, AS FOLLOWS:
SECTION 1. The Second Amendment to 1986 Lease between the Corporation, as lessor,
and the City, as lessee (the "Second Amendment to 1986 Lease"), substantially in the form
submitted at this meeting be, and hereby is, ratified and approved. The Second Amendment to
1988 Lease between the Corporation, as lessor, and the City, as lessee (the "Second Amendment
to 1988 Lease"), substantially in the form submitted at this meeting be, and hereby is, ratified
and approved (the Second Amendment to 1986 Lease and Second Amendment to 1988 Lease are
hereinafter sometimes referred to collectively as the "Lease Amendments").
2
Any two members of the Board are authorized and directed to execute and deliver the
Lease Amendments, with such changes to the form thereof as such members deem necessary or
advisable, in the name and on behalf of the City, and the Clerk-Treasurer of the City is
authorized and directed to attest such execution, and any such execution and delivery and any
such attestation heretofore effected are ratified and approved.
SECTION 2. The Mayor of the City is authorized and directed to execute and deliver a
Continuing Disclosure Contract in form and substance acceptable to such officer, in the name
and on behalf of the City, and the Clerk-Treasurer is authorized and directed to attest such
execution, and any such execution and delivery and any such attestation heretofore effected are
ratified and approved.
SECTION 3. The Mayor is hereby authorized and directed, in the name and on behalf of
the City, to approve the form and substance of a Preliminary Official Statement for the 2004
Bonds, and to place the Preliminary Official Statement into final form as the Final Official
Statement of the Corporation. The Mayor is authorized to sign the Final Official Statement and
by such signature approve its execution.
SECTION 4. The Board of Public Works finds that the providing for the financing,
refinancing, constructing and equipping of such municipal facilities by the Corporation and the
leasing of same to the City is in the public interest of the citizens of the City, and all of the
foregoing is a proper public purpose for which this Board of Public Works agrees to cooperate
with the Corporation.
SECTION 5. The issuance, sale and delivery by the Corporation of the 2004 Bonds
under the Indenture in the aggregate principal amount not to exceed $6,200,000, with a final
maturity no later than January 1, 2012, is hereby approved.
SECTION 6. Upon the redemption or retirement of the all Bonds issued under the
Indenture, the City will accept from the Corporation title to such municipal facilities, free and
clear of any and all liens and encumbrances thereon.
SECTION 7. The Articles of Incorporation and Code of By-Laws of the Corporation
presented to and now before the Board of Public Works are hereby approved.
.SECTION 8. Any officer of the City be, and hereby is, authorized and directed to
execute and deliver such documents and take such other actions as such officer deems necessary
or desirable to effect the foregoing resolutions, and any such documents heretofore executed and
delivered and any such other actions heretofore taken be, and hereby are, ratified and approved.
This Resolution hereby is ADOPTED by the Board of Public Works of the City of
Carmel, Indiana, this 15th day of September, 2004.
BOARD OF PUBLIC WORKS OF THE CITY OF CARMEL, INDIANA
James ~Brainard, Mayor
'Ma[y An~llr~e, Men'be?
Diana Cordray, Clerk Treasurer
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