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HomeMy WebLinkAboutD-1248-96 Telamon Econ Inc BondORDINANCE" NO:~D- ~ 248-96 AN ORDINANCE authorizing the City of Carmel, Indiana, to issue its City of Carmel, Indiana, Adjustable Rate Demand Industrial Development Revenue Bonds, Series 1996A (Telamon Corporation Project), and its City of Carreel, Indiana, Taxable Adjustable Rate Demand Industrial Development Revenue Bonds, Series 1996B (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 opportunities 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 Carmel, 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 approximately 92,000 square foot facility to be located near ll6th Street and Guilford Avenue, 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 Carmel 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 1996A (Telamon Corporation Project), in an aggregate principal amount not to exceed $2,500,000 (the "Series 1996A Bonds"), and its City of Carreel, Indiana, Taxable Adjustable Rate Demand Industrial Development Revenue Bonds, Series 1996B (Telamon Corporation Project), in an aggregate principal amount not to exceed $1,100,000 (the "Series 1996B Bonds") (the Series 1996A Bonds and the Series 1996B Bonds, collectively, the "Bonds"); and WHEREAS, the Series 1996A Bonds shall be issued either as tax-exempt bonds under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), or as taxable bonds subject to conversion to tax-exempt bonds under Section 103 of the Code, and the Series 1996B Bonds shall be issued as taxable bonds under Section 103 of the Code; and WHEREAS, the Commission, after a public hearing conducted on October 2, 1996, pursuant to Section 24 of the Act and Section 147(0 of the Internal Revenue Code of 1986, as amended, 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 Bonds pursuant to a Trust Indenture (the "Indenture") by and between the Issuer and The Huntington National Bank of Indiana, 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 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 Bonds as the same become due and payable and to pay administrative expenses in connection with the Bonds; and WHEREAS, the financing will not have an adverse competitive effect on similar facilities already constructed or operating in the City of Carreel, Indiana; and WHEREAS, the Commission has approved the substantially final forms of the Bonds, the Indenture, the Loan Agreement, the Bond Placement Agreement (the "Bond Placement Agent") between the Company and The Huntington National Bank, as letter of credit bank, and The Huntington National Bank, as placement agent, the Remarketing Agreement (the "Remarketing Agreement") among the Issuer, the Company and Huntington Capital Group, as remarketing agent, and the Private Placement Memorandum (the "Private Placement Memorandum") for the Bonds (the 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 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. -2- 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. SECTION 3. The Issuer shall issue the 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 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 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 Bonds, the date of the Bonds, the term or terms of the Bonds, the manner in which the interest rate on the Bonds will be determined, the denominations of the Bonds, the form of the Bonds, the registration privileges for the Bonds, the medium of payment of the Bonds, the place or places of payment of the Bonds and the terms of redemption of the 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 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 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 Bonds may be facsimile signatures. The Clerk-Treasurer of the Issuer is hereby authorized to arrange for the -3- delivery of the 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 Bonds, and, after the issuance of the Bonds, this Ordinance shall not be repealed or amended in any respect which would adversely affect the rights of such holder or holders so long as the Bonds or the interest thereon remains unpaid. SECHON 9. This Ordinance shall be in full force and effect upon adoption and compliance with I.C. 36-4-6-14. The foregoing was passed by the Common Council of the City of Carmel, Indiana, this day of ~-,~bher' , 1996, att7 o'clock F' ..M! ,i A ST: ,~ , v'L,,j./ Officer ' P2ese~ted by the Clerk-Treasurer o armelT Indiana, to the Mayor of the City of Carmel, Indiana, this ~t day of _~.c:~.~t._~.. ,1996, at 7 o'clock t~ .M. L:~'~rk-Treasurir ( ' Approved and signed by me this ~/~~~~.6 ~ ~r , 1996. M,:yor ~ ' INDS01 NWS 169786 -4-