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HomeMy WebLinkAboutD-393 Econ Dev/Beverly Enterp. ORDINANCE AUTHORIZING THE CITY OF.CARMEL TO ISSUE ITS "ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 1983 (BEVERLY ENTERPrISES-INDIANA, INC. PROJECT)" APPROVING OTHER ACTIONS IN AND RESPECT .THERETO WHEREAS, the Carmel Economic rendered its Project Report for Indiana, Inc. Project: regarding economic development facilities Development Commission has the Beverly Enterprises the financing of proposed for Beverly Enterprises - Indiana, Inc. and the Carmel Plan Commission has commented favorably thereon; and WHEREAS, the Carmel Economic Development Commission con- ducted a public hearing on November 17, 1983, and also adopted a resolution on November 17, 1983, which Resolution has been transmitted hereto, finding that the financing of certain economic development facilities of Beverly Enterprises Indiana, Inc. complies with the purposes and provisions of I.C. 36-7-12 and that such financing will be of benefit to the health and welfare of the City of Carmel and its citizens; and WHEREAS, The Carmel Economic Development Commission also adopted on November 17, 1983 a "Resolution Reporting on Economic Development Facilities for Beverly Enterprises- Indiana, Inc.", finding that the financing of the facilities will not have an adverse competitive effect on similar facilities already operating in the applicable market area and finding that the financing of permanent positive impact on employment in Carmel and Hamilton County. WHEREAS, the Carmel Economic Development Commission has heretofore approved and recommended the adoption of this form of Ordinance by this Common Council and has approved the sub- stantially final forms of and has transmitted for approval by the Common Council the Loan Agreement, Indenture of Trust, Mortgage and Security Agreement, Guaranty Agreement, Official Statement, Bond Purchase Agreement, Bank Mortgage and Security Agreement and Land Use Restriction Agreement; now therefore, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA THAT: Section 1. (a) It is hereby found that the financing of the economic development facilities referred to in the Loan Agreement approved by the Carmel Economic Development Commission and presented to this Common Council, the issuance and sale of revenue bonds, the loan of the proceeds of-the revenue bonds to Beverly Enterprises Indiana, Inc. for the acquisition, con- struction and equipping of such facilities, the payment of the revenue bonds by the payments of Beverly Enterprises - Indiana, Inc. under 'the Loan Agreement, the guaranty of payment of the principal and interest on the revenue bonds by Beverly Enter- pr±ses under the Guaranty Agreement, and the securing of said bonds by the mortgaging of such facilities under the Mortgage and Security Agreement complies with the purposes and provi- sions of I.C. 36-7-12 and will be of benefit to the health and welfare of the City of Carmel and its citizens. (b) It is hereby further found that based upon the facts found by the Carmel Economic Development Commission as evidenced - 2 - in the record of that body's proceedings and particularly in the "Resolution Reporting on Economic Development Facilities for Beverly Enterprise~-Indiana, Inc." (which facts are hereby incorporated by reference) to the proposed facility.will not have an adverse cempetitive impact on other facilities of the same kind operating in the applicable market area and (2) the proposed facility will contribute significantly to the creation of permanent new job opportunities by the addition of approxi- mately 38 new jobs. Section 2. The substantially final forms of the Loan Agreement, Indenture of Trust, Mortgage and Security Agreement approved by the Carmel Economic Development Commission are hereby approved (herein collectively referred to as the "Financing Agreement" as defined to in I.C. 36-7-12), and the substantially final forms of the Guaranty Agreement, Official Statement, Bond Purchase Agreement, Bank Mortgage and Security Agreement and Land Use Restriction Agreement approved by the Carmel Economic Development Commission are hereby approved, and all such documents shall be incorporated herein by reference and shall be inserted in the minutes of the Common Council and kept on file by the Clerk-Treasurer. In accordance with the provisions of I.C. 36-1-5-4, two (2) copies of all such documents are on file in the office of the CLerk-Treasurer for public inspection. Section 3. The City of Carmel shall issue its Economic Development Revenue Bonds, Series 1983 (Beverly Enterprises- Indiana, Inc. Project), in the total principal amount not exceeding Thirteen Million Two Hundred Fifty Thousand Dollars ($13,250,000) and maturing not later than years from the date of the first maturity and which in no event may exceed thirty (30) years, for the purpose of procuring funds to pay the costs of acquisition, construction and equipping of the economic development facilities as more particularly set out in the Indenture of Trust, Loan Agreement and Mortgage and Security Agreement incorporated herein by reference, which bonds will be payable as to principal, premium, if any, and interest from the payments made by Beverly Enterprises Indiana, Inc. under the Loan Agreement or as otherwise provided therein and in the above described Indenture of T~ust. The bonds shall be issued in registered form, may be issued in denominations of $5,000 or a multiple thereof, and shall be redeemed as provided in Article III of the Indenture of Trust. Payments of principal and interest are payable in lawful money of the United States of America at the principal office of the Trustee or its successor in trust or by check or draft mailed or delivered to the registered owner as provided in the Indenture of Trust. The bonds shall never constitute a general obligation of, an indebtedness of, or a charge against the general credit of the City of Carmel, nor are the bonds payable in any manner from revenues raised by taxation. Section 4. The Mayor and Clerk-Treasurer are authorized and directed to sell such bonds to the purchasers thereof at a rate of interest on the bonds calculated from time to time in accordance with Article II of the Indenture of Trust, but not to exceed sion Date (as defined per annum thereafter case they shall bear Trust) and at a price not thereof. Section 5. % per annum during the period prior to ~he Conver- in said Indenture) and not to exceed 30% (~nless' the bonds become taxable in which interest as specified in the Indenture of less than % of the principal amount The Mayor and Clerk-Treasurer are authorized and directed to execute, attest, affix or imprint by any means the City seal to the documents constituting the Financing Agreement, the Bond Purchase Agreement, the Land Use Restric- tion Agreement and the Official Statement approved herein on behalf of the City of Carmel and any other document which may be necessary or desirable to consummate the transaction, includihg the bonds authorized herein. The Mayor and' Clerk-T~easurer are hereby expressly authorized to approve any modifications or additions to the documents constituting the Financing Agreement and the Official Statement which take place after the date of this Ordinance with the review and advice of the City Attorney; it being the express understanding of this Common Council that said Financing Agreement and the Official Statement are in substantially final form as of the date of this Ordinance. The approval of said modifications or addi- tions shall be conclusively evidenced by the execution and attestation thereof and the affixing of the seal thereto or the imprinting of the seal thereon; provided, however, that no such modification or addition shall change the maximum principal amount of, interest rate on or term of the bonds as approved by - 5 - the Common Council by this Ordinance without further considera- tion by the Common Council. The signatures of the Mayor and Clerk-Treasurer on the bonds may be either manual or facsimile signatures. The Clerk-Treasurer is authorized to arrange for delivery of such bonds to the Trustee named in th~ Indenture of Trust, payment for the bonds will be made to the Trustee named in the Indenture of Trust and after such payment the bonds will be delivered by the Trustee to the purchasers thereof. The Mayor and Clerk-Treasurer shall execute and the Clerk-Treasurer shall deliver the bonds to the Trustee within ninety days of 'the adoption of this ordinance. the date of delivery. Section 6. The provisions The bonds shall be dated as of of this Ordinance and the Mort- gage and Security Agreement securing the bonds shall constitute a contract binding between the City of Carmel and the holders of the Economic Development Revenue Bonds, Ser~es 1983 (Beverly Enterprises-Indiana, Inc. Project), and after the issuance of said bonds, this Ordinance shall not be repealed or amended in any respect which would adversely affect the holders so long as any of said bends or the remains unpaid. Section 7. This ordinance shall be in full force and from and after its passage and signing by the Mayor. effect rights of such interest thereon - 6 - Passed and adopted this CA L CO ON COUNCIL 1983. Presiding Officer Attest: .~ C~!Y k-TreaSurer Presented by me thiS ~ day Approved and signed to the Mayor of the City of Carmel, on , 1983, at the hour of f~d ~__.m. Clerk-Treasur~iz by me on this /~ day of __~--, 1983. Mayo~