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HomeMy WebLinkAboutD-1783-05 Waterworks Bond $15MSponsor: Councilor Kirby ORDINANCE D-1783-05 · AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, SUPPLEMENTING AND AMENDING ORDINANCE NO. D-1735-04, ADOPTED BY THE COMMON COUNCIL ON DECEMBER 20, 2004, AUTHORIZING THE ISSUANCE OF WATERWORKS REVENUE BONDS, AND THE ISSUANCE OF BOND ANTICIPATION NOTES IN ANTICIPATION OF THE ISSUANCE OF SAID REVENUE BONDS, FOR THE PURPOSE OF FINANCING THE CONSTRUCTION OF ADDITIONS AND IMPROVEMENTS TO THE WATERWORKS OF THE CITY OF CARMEL, INDIANA, AND OTHER RELATED MATTERS WHEREAS, the City of Carmel, Indiana (the "City") has heretofore established, constructed ' and financed a municipal waterworks and now owns and operates said works pursuant to indiana Code 8-l.5, as amended from time to time (the "Act"); and WHEREAS, on December 20, 2004, the Common Council of the City adopted its Ordinance No. D-1735-04 (the "Original Bond Ordinance"), which authorized the issuance of City of Carmel, Indiana Water~vorks Revenue Bonds (referred to in the Original Bond Ordinance as the "2004 Project Bonds"), and bond anticipation notes or notes in anticipation of the issuance of such Bonds, for the purpose of providing interim financing for the construction of certain improvements and extensions of the City's waterworks as described in the Original Bond Ordinance (the "Projgct"); and WHEREAS, on February 16, 2005, the City issued its Waterworks Bond Anfmipation Notes of 2005, in the aggregate principal amount of Seven Million Dollars ($7,000,000) (the "Series 2005A BANs"), for the purpose of providing interim finahcing for the Project; and WHEREAS, the Common Council now desires' to supplement and amend the Original Bond Ordinance by adopting this Ordinance (the "First Supplemental Bond Ordinance"), for the purpose of authorizing the issuance and sale of an additional series of bond anticipation notes in an aggregate principal amount not to exceed Fifteen Million Dollars ($15,000,000) (the "Series 2005B BANs"), the proceeds of which shall be used to procure funds to (i) currently'refund the Series 2005A BANs, (ii) provide further interim financing for the construction of certain additional improvements and extensions of the City's waterworks as described in Exhibit A attached hereto, and (iii) pay costs of issuance of the Series 2005B BANs; and WHEREAS, certain preliminary expenditures related to the payment of costs of the Project (as such term is revised by Section I hereof) have been or will be incurred by or on behalf of the City prior to the issuance and delivery of the Series 2005B BANs; and WHEREAS, the Common Council desires to express its intention to reimburse such. expenditures as have been or may be incurred prior to the issuance of the Series 2005B BANs, pursuant to Indiana Code 5-1-14-6 and in compliance' with Section 1.150-2 of the U.S. Treasury Regulations promulgated by the Internal Revenue Service (the "Treasury Regulations"); NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Carmel, Indiana, as follows: Section 1. The Proiect and the 2004 Proiect Bonds. Except where the context otherwise requires, the term "Project" as used in the Original Bond Ordinance and in this First Supplemental Bond Ordinance is hereby revised to include those additional improvements and extensions to the City's water~vorks set forth in Exhibit A httached hereto (which improvements and extensions are in addition to those improvements and extensions set forth in Exhibit A to the Original Bond Ordinance). The term "2004 Project Bonds" as defined in the Original Bond Ordinance is hereby revised to be the "2006 Bonds." Section 2. The Series 2005B BANs. In anticipation of the issuance and sale of the 2006 Bonds authorized by the Original Bond Resolution, as supplemented and amended hereby, and to refund the Series 2005A BANs and provide further interim financing to apply to a portion of the costs of the Project, including those additional, improvements and extensions set forth in Exhibit A attached hereto, the City is hereby authorized to have prepared and to issue and sell its negotiable bond anticipation notes in an aggregate principal amount not to exceed Fifteen Million Dollars ($15,000,000) (with the final principal amount of the Series 2005B BANs to be certified in writing by the Mayor of the City (the "May?r") prior to the sale of the Series 2005B BANs), to be designated "City of Carmel, Indiana, Waterworks Bond Anticipation Notes of 2005, Series B." The Ser]es 2005B BANs shall be issued in fully registered form, shall be numbered consecutively from 05BR-1 upwards, and shall be issued in denominations of Five Thousand Dollars ($5,000) or integral multiples thereof. The Series 2005B BANs shall be dated the date of their delivery or the first day of the month in which the Series 2005B BANs are issued as determined by the Mayor with the advice of the City's financial advisor (with such determination to be certified in writing by the Mayor prior to the sale of the Series 2005B BANs), and shall bear interest at a fixed rate or rates not exceeding five percent (5.0%) per annum (the exact rate or rates of interest to be determined by public bidding). The Series 2005B BANs shall mature not later than one (1) year after the date of their issuance, and the interest on the Series 2005B BANs shall be payable semiannually on each May l and November 1, commencing May 1, 2006, up t9 and including the final maturity date of the Series 2005B BANs. Interest on the Series 2005B BANs shall be calculated on the basis of twelve (12) thirty (30)-day months for a three hundred sixty (360)-day year. The Series 2005B BANs shall be sold at a price of not less than ninety-nine percent (99.0%) of the principal amount thereof. The principal of the Series 2005B BANs shall be payable solely from the proceeds from the issuance and sale of the 2006 Bonds, when and if issued pursuant to the Original Bond Ordinance, as supplemented and amended hereby, and the interest on the Series 2005B BANs shall be payable solely from the proceeds of the 2006 Bonds, when and if issued, and/or any other funds legally available to the City for the payment thereof. Notwithstanding the foregoing, interest on the Series 2005B BANs may be paid as capitalized interest as determined by the Mayor with the advice of the City's financial advisor (such amount of the proceeds of the Series 2005B BANs to be used as capitalized interest, if any, to be certified in writing by the Mayor prior to the sale of the Series 2005B BANs), and, after provision for payment of the Parity Bonds (as defined in the Original Bond _2_ BDDB01 4160067v3 Ordinance), may be paid from the Net Revenues (as defined in the Original Bond Ordinance) of the City's waterworks on a subordinate basis. In connection with the issuance of the Series 2005B BANs and the 2006 Bonds, Baker & Daniels LLP is hereby appointed to serve as bond counsel, ~d London Witte Group, LLC; is hereby appointed to serve as financial advisor. Section 3. Prepayment of the Series 2005B BANs. The Series2005B BANs are prepayable by the City, in whole or in part (and, if in part, in Authorized Denominations and by lot in such manner as may be designated by the Registrar (as defined in the Original Bond Resolution)), on of after such date as is selected by the Mayor with the advice of the City's financial advisor (with such selection to be certified in writing by the Mayor prior to the sale of the Series 2005B BANs), at any time upCn seven (7) days' written notice to the registered owner or owners of the Series 2005B BANs, without any premium. Section 4. Sale of the Series 2005B BANs. The Series 2005B BANs shall be sold public sale pursuant to the provisions of Indiana Code 5-1-11. Section 5. Use of Proceeds of the Series 2005B BANs. Any accrued interest or capitalized interest received at the time of delivery of the Series 2005B BANs shall be deposited in a special account established hereby and designated as the "City of Cannel Waterworks 2005B BAN Interest Account," which shall be used to pay interest on the Series 2005B BANs through their maturity. The remaining proceeds from the sale of the Series 2005B BANs shalI be depos!ted in a bank or banks which are legally qualified depositories for the funds of the City, as follows: (a) An amount of money which is sufficient to retire and defease the outstanding Series 2005A BANs shall be deposited in a special account to be designated as the "City of Carmel Series Waterworks 2005A BAN Refunding Account" (the "Refunding Account") and used to refund or otherwise retire the Series 2005A BANs. Any amounts.remaining in the Refunding Account after such refunding or retirement shall be transferred to the hereina£ter~ described Project Fund. (b) The remaining proceeds from the sale of the Series 2005B BANs shall be deposited, on the date of issuance of the Series 2005B BANs, in the Project Fund, as described in Section 11 of the Original Bond Ordinance. Amounts in the Capital Fund shall be expended for the purposes set forth in Section 11 of the Original Bond Ordinance. Section 6. Credit Enhancement. If the City's financial advisor or the pu[chaser of the Series 2005B BANs certifies to the City that it would be economically advantageous for the City to acquire a municipal bond insurance policy or other credit enhancement for the Series 2005B BANs, the City hereby authorizes and directs the Mayor and the Clerk-Treasurer of the City (the "Clerk- Treasurer") to obtain such an insurance policy or other credit enhancement. The acquisition of a municipal bond insurance policy or other credit enhancement is hereby deemed economically advantageous if the difference between the present value cost of (a) the total debt service on the. Series 2005B BANs if issued withot~t municipal bond insurance or other credit enhancement and (b) the total debt service on the Series 2005B BANs if issued with municipal bond insurance or other credit enhancement, is greater than the cost of the premium on the municipal bond insurance policy or cost of -3- BDDB0[ 4160067v3 such other credit enhancement. If deemed economically advantageous as described in this paragraph, the cost of the premium for such municipal bond insurance policy or cost of such oth&r credit enhancement shall be deemed as a proper cost of issuance of the Series 2005B BANs. Section 7. Official Statement. The Series 2005B BANs may be offered and sold pursuant to an Official Statement with respect to the Series 2005B BANs (the "Official Statement"), to be made available and distributed in such manner, at such times, for such periods and in such number of copies as may be determined by the Mayor with the advice of the City's financial advisor. The City hereby authorizes the Mayor (a) to authorize and approve a Preliminary Official Statement, as the same may be appropriately modified and amended for distribution as the Preliminary Official Statement with respect to the Series 2005B BANs; (b) to designate the Preliminary Official Statement a "final" Official Statement with respect to the Series 2005B BANs, subject to completion; (c) to authorize and approve the Preliminary Official Statement to be placed into final form and to enter into such agreements or arrangements as may be necessary or advisable to provide for the distribution of' a sufficient number of copies of the Official Statement; and (d) to execute the Official Statement. The Mayor and the Clerk-Treasurer are hereby fi~rther authorized to have prepared and execute an agreeihent for purposes of evidencing the obligation of the City to comply with its continuing disclosure requirements with respect to the Series 2005B BANs, if necessary. Section 8.' Reimbursement Allocation. The Common Council hereby declares that, for the purpose of evidencing compliance with Indiana Code 5-1-14-6 and Section 1.150-2 of the Treasury Regulations, it reasonably expects to reimburse with the proceeds of the Series 2005B BANs (in an amount not to exceed and payable from the sources set forth above) expenditures for the payment of costs of the Project made by or on behalf of the City prior to the issuance of the Series 2005B BANs during the per/od beginning on the date sixty (60) days prior to the date of'this Ordinance until the date of issuance of the Series 2005B BANs, which expenditures are expected to be paid initially from other legally available funds of the City. Section 9. Refnndin~l of Series 2005A BANs. The Common Council hereby approves the refi~nding of the Series 2005A BANs as provided in this First Supplemental Bond Ordinance. The Mayor and the Clerk-Treasurer are hereby authorized to enter into an escrow deposit agreement, if detemfined to be necessary and appropriate for the refunding, defeasance or retirement of the Series 2005A BANs. The Mayo~: and the Clerk-Treasurer are hereby authorized to take such actions as are necessary and appropriate for the purpose of providing for the refunding, defeasance and/or retirement of the Series 2005A BANs, including, if determined to be necessary by the Mayor and the Clerk- Treasurer, entering into an escrow deposit agreement and selecting an escrow agent. Section 10, The 2006 Bonds. The maximum principal amouut of the 2006 Bonds, as set forth in the Original Bond Ordinance, shall be increased to a maximum aggregate principal amount of Fifteen Million Five Hnndred Thousand Dollars ($15,500,000) (as increased from the authorized maximum principal amount of Seven Million Five Hundred Thousand Dollars ($7,500,000) as set forth in the Original Bond Ordinance). Section 11. Further Actions. The Mayor and the Clerk-Treasurer are hereby authorized to execute all documents and take all actions necessary to provide for the issuance of the Series 2005B BANs, provided such documents or actions are not inconsistent with the terms and conditions of this First Supplemental Bond Ordinance and the Original Bond Ordinance. -4- BDDB01 4160067v3 Section 12. Interpretation. This First Supplemental Bond Ordinance is 'adopted by the Common CounciI for purposes of supplementing and amending the Original Bond Ordinance, and the terms and conditions of the Original Bond Ordinance and all references to "BANs" and "2004 Project Bonds" set forth in the Original Bond Ordinance, to the extent not inconsistent with the terms of this First Supplemental Bond Ordinance, are incorporated herein by reference and shall apply to the Series 2005B BANs and the 2006 Bonds, respectively, as if set forth herein. Section 13. Effectiveness. Except as hereby supplemented and amended, the Original Bond' Ordinance shall remain in full force and effect. S. ED by the Common Council of the City or* Carmel, Indiana this 'Tday o~' 2005, byavoteof '7 'ayes and rD oays. -5- BDDB01 4160067v3 Ronald E. ( .C~MMON COUNCIL FOR THE CITY OF CARMEL Richard L. Sha~' DiaNa L. Cordray, IAMC, Clerk-~/~a~urer Presented by me to the Mayor of the City of Cam~el, Indiana this y of ' 2005, at 8:ll.,, [~.M. Ap/l~r~oaved by me, Mayor of the City of Car 2005, at ~-f'nes Brainard, M~yor Diana L. Cordray, 1AMC, ClprS/l'reas Prepared by: Scott E. Peck Baker & Daniels LLP 300 North Meridian Street, Suite 2700 Indianapolis, Indiana 46204 -6- BDDB0I 4160067v3 Exhibit A Pro,iect Description - $15~000~000 BAN List of Additional Proiects Additional Groundwater Supply - includes the addition of two new production wells and associated raw water piping that xvill provide an additional 8 million gallons per day to water treatment plants 3, 4, & 5, and the cgmpletion of the ra~v water supply project on Hazel Dell Road. Estimated Cost - $2,530,000 Annexation Projects - This project is for the installation of water mains, valves, fire hydrants, and water service lines to four areas that have be.en recently annexed into the City and have'requested water service. The four subdivisions are Northwood Hills, Briarwood/Wintergreen, Woodland Country Club? and Maple Acres. Estimated Cost - $2,300,000 Water Transmission Mains - Project includes the installation of 16" water main on 141st Street between Shelbome and West Road, a 20" main on Shelbome Road to 141st Street, a 12" main on 126th street west of Town Road, a 12" main on 116th Street west of Guilford Road, a 12" main on 116th Street east of Hazel Dell to River Road, a 12" main on Westfield Blvd to 11 lth Street, a 24" main west on 11 lth Street from Westfield Blvd, and a 12" main on Ditch Road. All of these projects are to serve new customers due to growth.. Estimated Cost - $1,435,000 Water Treatment Plant 5 Improvements - Project is to complete the four million gallon per day treatment plant expansion Estimated Cost - $250,000 Elevated Water Tower This project is .for the completion of the new 2 million gallon elevated water tower at 131st and Shelbome. ., Estimated Cost - $300,000 Offices and Distribution Facility - This project is to design office, maintenance, and storage space for water utility employees adjacent to the Street D~partment Facility at 131st and Shelbome Road. Included is the cost to reimburse the Sewer Utility for the property purchase at 131 st and Shelbome. Estimated Cost - $985,000 Total Estimated Construction Cost - $7,800,000 -7- BDDB01 4160067v3