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HomeMy WebLinkAboutD-1412-99 Telamon Bond IssueORDINANCE NO. D - Iq}'~ '- c] q AN ORDINANCE authorizing the City of Carmel, Indiana, to issue its City of Carmel, Indiana, Adjustable Rate Demand Industrial Development Revenue Bonds, Series 1999 (Telamon Corporation Project), and approving and authorizing other actions in respect thereto. WHEREAS, Indiana Code Title 36, Article 7, Chapters 11.9 and 12 (collectively, the "Act"), declares that the financing and refinancing of economic development facilities constitutes a public purpose; and WHEREAS, the Act provides that an issuer may, pursuant to the Act, issue revenue bonds and lend the proceeds thereof to a corporation, partnership or individual for the purpose of financing costs of acquisition, construction and equipping of facilities, including real and personal property, for diversification of economic development and promotion of job oppommities in or near such issuer; and WHEREAS, the Act provides that such bonds may be secured by a trust indenture between an issuer and a corporate trustee; and WHEREAS, Telamon Corporation, an Indiana corporation (the "Company"), has requested that the City of Cannel, Indiana (the "Issuer"), issue bonds and lend the proceeds thereof to the Company in order to enable the Company to acquire, construct and equip an addition of approximately 27,500 square feet to its existing facility located at 1000 East 116th Street, Carreel, Indiana, to be used by the Company for the manufacture of frames for telecommunications equipment as well as the refurbishing of telecommunications equipment (such acquisition, construction and equipping, the "Project"); and WHEREAS, the Cannel Economic Development Commission (the "Commission") has rendered a report of the Commission concerning the Project; and WHEREAS, pursuant to and in accordance with the Act, the Issuer desires to provide funds to finance the Project by issuing its City of Carmel, Indiana, Adjustable Rate Demand Industrial Development Revenue Bonds, Series 1999 (Telamon Corporation Project), in an aggregate principal amount not to exceed $1,500,000 (the "Series 1999 Bonds"); and WHEREAS, the Series 1999 Bonds shall be issued as tax-exempt bonds under Section 103 of the Intemal Revenue Code of 1986, as amended (the "Code"); and WHEREAS, the Commission, after a public hearing conducted on May 17, 1999, pursuant to Section 24 of the Act and Section 147(f) of the Code, advised the Issuer of the results of such hearing and adopted a resolution on that date, which resolution has been previously transmitted hereto, finding that the proposed financing of the Project will be of benefit to the health or general welfare of the Issuer and its citizens and complies with the Act; and WHEREAS, the Issuer intends to issue the Series 1999 Bonds pursuant to a Trust Indenture (the "Indenture") by and between the Issuer and The Huntington National Bank, as trustee, in order to obtain funds to lend to the Company pursuant to a Loan Agreement (the "Loan Agreement") between the Issuer and the Company for the purpose of financing or providing reimbursement for the cost of the Project; and WHEREAS, the Loan Agreement provides for the repayment by the Company of the loan of the proceeds of the Series 1999 Bonds pursuant to which the Company will agree to make payments sufficient to pay the principal of and premium, if any, and interest on the Series 1999 Bonds as the same become due and payable and to pay administrative expenses in connection with the Series 1999 Bonds; and WHEREAS, the financing will not have an adverse competitive effect on similar facilities already constructed or operating in the City of Carmel, Indiana; and WHEREAS, the Commission has approved the substantially final forms of (i) the Series 1999 Bonds, (ii) the Indenture, (iii) the Loan Agreement, (iv) the Bond Placement Agreement (the "Bond Placement Agent") among the Issuer, the Company, The Huntington National Bank, as letter of credit bank, and The Huntington National Bank, as placement agent, (v) the Remarketing Agreement (the "Remarketing Agreement") among the Issuer, the Company and Huntington Capital Corp., as remarketing agent, and (vi) the Private Placement Memorandum (the "Private Placement Memorandum") for the Series 1999 Bonds (the Series 1999 Bonds, the Indenture, the Loan Agreement, the Bond Placement Agreement, the Remarketing Agreement and the Private Placement Memorandum, collectively as the "Financing Documents") and the proposed form of this ordinance by resolution adopted prior in time to this date, which resolution has been transmitted hereto; now, therefore: BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA: SECTION 1. This Common Council hereby finds that the financing of the economic development facilities referred to in the Financing Documents, including the Project, the issuance and sale of the Series 1999 Bonds, the loan of the net proceeds thereof to the Company for the purposes of financing or providing reimbursement for a portion of the cost of the Project, and the repayment of said loan by the Company, will be of benefit to the health or general welfare of the Issuer and its citizens and complies with the Act. SECTION 2. This Common Council hereby approves the proposed financing of the Project in the form that such financing was approved by the Commission, including the forms and terms of the Financing Documents, and all such documents shall be kept on file by the Clerk-Treasurer of the Issuer. In compliance with Indiana Code Title 36, Article 1, Chapter 5, Section 4, two copies of the Financing Documents are on file in the office of the Clerk-Treasurer of the Issuer for public inspection. :: ODMAXPCDOCSXINDOCS 1 \ 15 0 3 3 3 \ 1 -2- SECTION 3. The Issuer shall issue the Series 1999 Bonds for the purpose of procuring funds to loan to the Company in order to finance or provide reimbursement for a portion of the cost of the Project, which Series 1999 Bonds will be payable as to principal and interest solely from the payments made by the Company pursuant to the Loan Agreement to evidence and secure said loan and as otherwise provided in the Financing Documents. The Series 1999 Bonds shall never constitute a general obligation of, an indebtedness of, or charge against the general credit of the Issuer. SECTION 4. The manner of execution of the Series 1999 Bonds, the date of the Series 1999 Bonds, the term or terms of the Series 1999 Bonds, the manner in which the interest rate on the Series 1999 Bonds will be determined, the denominations of the Series 1999 Bonds, the form of the Series 1999 Bonds, the registration privileges for the Series 1999 Bonds, the medium of payment of the Series 1999 Bonds, the place or places of payment of the Series 1999 Bonds and the terms of redemption of the Series 1999 Bonds shall be as set forth in the form of the Indenture herein approved. SECTION 5. The Clerk-Treasurer of the Issuer is hereby authorized and directed to sell such Series 1999 Bonds to the purchasers thereof at a price not less than 97% of the aggregate principal amount thereof, plus accrued interest, if any, and at a rate of interest determined as set forth in the Financing Documents. SECTION 6. The Issuer hereby elects to have the provisions of Section 144(a)(4) of the Code, relating to the $10,000,000 limitation on industrial development bonds, applied to the Series 1999 Bonds, and hereby authorizes the Mayor or Clerk-Treasurer of the Issuer to execute any documents necessary or appropriate to evidence such election. SECTION 7. The Mayor and Clerk-Treasurer of the Issuer are hereby authorized and directed to execute those Financing Documents which require the signature of the Mayor and Clerk-Treasurer of the Issuer and any other document which may be necessary or desirable to consummate the transactions completed by the Financing Documents, and their execution is hereby confirmed on behalf of the Issuer. The signatures of the Mayor and the Clerk-Treasurer of the Issuer on the Series 1999 Bonds may be facsimile signatures. The Clerk-Treasurer of the Issuer is hereby authorized to arrange for the delivery of the Series 1999 Bonds to the purchasers thereof, payment for which will be made in the manner set forth in the Financing Documents. The Mayor and Clerk-Treasurer of the Issuer may, by their execution of the Financing Documents requiring their signatures and imprinting of their facsimile signatures thereon, approve changes therein and in those Financing Documents which do not require the signature of the Mayor and/or City Clerk-Treasurer without further approval of this Common Council or the Commission if such changes do not affect terms set forth in Sections 27(a)(1) through (a)(10) of the Act. SECTION 8. The provisions of this Ordinance shall constitute a binding contract between the Issuer and the holder or holders of the Series 1999 Bonds, and, after the issuance of the Series 1999 Bonds, this Ordinance shall not be repealed or amended in any respect which would :: ODMAXPCDOCSXlNDOCS 1 \ 15 0 3 3 3\ 1 -3- adversely affect the rights of such holder or holders so long as the Series 1999 Bonds or the interest thereon remains unpaid. SECTION 9. This Ordinance shall be in full force and effect upon adoption and compliance with I.C. 36-4-6-14. ::ODMAXPCDOCSXlNDOCS 1\150333\ 1 -4- 1999, by a vote of and ~ nays. day of COMMON COUNCIL FOR THE CITY OF CARMEL Presid' ~ce Bill3~ alker ATTEST: Diana L. CordraY~IAMC,%~-~easurer Prese~to the Mayor of the City of Carmel, Indiana the / / day of ,1999. /~~~ .. Diana L. Cordray, IAMC, Clerk-~as~er Approved by me, Mayor of the City of Carmel, Indiana, this ///day of ,1999. Jame Mayor Diana L. Cordray, IAMC, Cler~asurer BAKER & DANIELS EST. 1863 300 NORTH MERIDIAN STREET, SUITE 2700 · INDIANAPOLIS, INDIANA 46204-1782 · (317) 237-0300 · FAX (317) 237-1000 · www. bakerdaniels.com DAVID A. ARRENSEN DIRECT (317) 237-1135 e-maih daarrens~bakerd corn INDIANAPOLIS FORT WAYNE SOUTH BEND ELKHART WASHINGTON~ D.C, QINGDAO, P.R. CHINA TO: FROM: MEMORANDUM Rebecca - Clerk-Treasurer's Office, City of Carreel David A. Arrensen- Baker & Daniels DATE: May 8, 1999 City of Carmel, Indiana, Adjustable Rate Demand Industrial Development Revenue Bonds, Series 1999 (Telamon Corporation Project) Enclosed please find a clean version of the Ordinance respecting the above-captioned Bonds that I faxed to Diana on Friday which is to be introduced at the next Common Council meeting on Monday, May 17, 1999. If you have any questions, call me at 237-1135. Thank you for your assistance. Attachment VIA FEDERALEXPRESS ::ODMANPCDOCS~NDOCS 1\146954\4 .~