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HomeMy WebLinkAboutD-1574-02 Econ Dev Bonds/Duke Sponsor: Councilor Kirby ORDINANCE NO. D-1574-02 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA AUTHORIZING THE CITY OF CARMEL TO ISSUE ITS "TAXABLE ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2002 (DUKE REALTY PROJECT)" AND APPROVING OTHER ACTIONS IN RESPECT THERETO WHEREAS, the City of Carmel Economic Development Commission has rendered its Project Report regarding the financing of the construction of environmental remediation and road, water and sewer infrastructure ("Project") for proposed economic development facilities of Duke Realty Limited Partnership ("Borrower") and said Report has been submitted to the Carmel Plan Commission and the Superintendent of Carmel Clay Schools for comment thereon; and WHEREAS, the Carmel Economic Development Commission conducted a public heating on July 1, 2002 before the Commission, and adopted a Resolution on July 1, 2002, and the Report on June 17, 2002 which Resolution and Report have been transmitted hereto, finding that the financing of the Project for certain economic development facilities of Duke Realty Limited Partnership ("Borrower") complies with the purposes and provisions of IC 36-7-11.9 and 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 has heretofore approved and recommended the adoption of this form of Ordinance by this Common Council, has considered the issue of adverse competitive effect and has approved the forms of and has transmitted for approval by the Comanon Council the Loan Agreement; the Note; the Bond Purchase Agreement and the Trust Indenture; and WHEREAS, it is the desire of the Borrower that the Common Council authorize the distribution of a preliminary private placement or preliminary offering memorandum with respect to the Project and the economic development financing; NOW THEREFORE, BE IT ORDAiNED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA THAT: Section 1. It is hereby found that the financing of the Project for 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 the City of Carmel, Indiana Taxable Economic Development Revenue Bonds, Series 2002 (Parkwood East Project) ("Bonds"), the loan of the proceeds of the Bonds to Duke Realty Limited Partnership ("Borrower") for the construction of the Project for such facilities, the payment of the Bonds from TIF Revenues (as defined in the Trust Indenture) and note payments of the Borrower under the Loan Agreement and Note, and the securing of said Bonds under the Trust Indenture complies with the purposes and provisions oflC 36-7-11.9 and 12 and will be of benefit to the health and welfare of the City of Carmel and its citizens. Section 2. The proceeds of the Bonds will be used for the financing of construction of the Project for the economic development facilities to be located at the northeast quadrant of the intersection of College Avenue and 96th Street in the City of Carmel. -2- Section 3. At the public hearing held before the Carmel Economic Development Commission, the Commission considered whether the Project would have an adverse competitive effect on any similar facilities located in the City of Carmel, and subsequently found, based on special findings of fact set forth in the Resolution transmitted hereto, that the Project would not have an adverse competitive effect. This Common Council hereby confirms the findings set forth in the Commission's Resolution, and concludes that the Project will not have an adverse competitive effect on any other similar facilities in the City of Carmel, and the facilities will be of benefit to the health and welfare of the citizens of the City of Carmel. Section 4. The substantially final forms of the Loan Agreement; the Note; the Bond Purchase Agreement; and the Trust Indenture approved by the Carmel Economic Development Commission are hereby approved (herein collectively referred to as the "Financing Agreement" referred to in IC 36-7-11.9 and 12), and the Financing Agreement 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 IC 36-1-5-4, two (2) copies of the Financing Agreement are on file in the office of the Clerk-Treasurer for public inspection. Section 5. The City of Cannel shall issue its Bonds in the maximum principal amount of $3,850,000 and maturing no later than August 1, 2022. Said Bonds are to be issued for the purpose of procuring funds to pay the costs of the construction of the Project, capitalized interest and costs of issuance of Bonds therefor, as more particularly set out in the Trust Indenture and Loan Agreement, incorporated herein by reference. The Bonds will be payable as to principal, premium, if any, and interest from TIF Revenues and the note payments made by the Borrower -3- under the Loan Agreement and Note or as otherwise provided in the above described Trust Indenture. The Bonds shall be issued in fully registered form in denominations of $100,000 and any integral multiple of $5,000 thereafter, and shall be redeemable as provided in Article V of the Trust Indenture. Payments of principal and interest are payable in lawful money of the United States of America by check mailed or delivered to the registered owners as provided in the Trust Indenture. 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 except for the pledged TIF Revenues. Section 6. The Mayor and Clerk-Treasurer are authorized and directed to sell the Bonds to the original purchasers thereof at a price of not less than 98.25% of the principal amount thereof. The Bonds shall bear interest at a rate to not exceed 8.5%. Section 7. 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 approved herein on behalf of the City and any other document which may be necessary or desirable prior to, on or after the date hereof to consummate or facilitate the transaction, including the Bonds authorized herein. The Mayor and Clerk-Treasurer are hereby expressly authorized to approve any modifications or additions to the documents constituting the Financing Agreement which take place after the date of this Ordinance with the review and advice of bond counsel; it being the express understanding of this Common Council that said Financing Agreement is in substantially final form as of the date of this Ordinance. The approval of said modifications or additions shall be conclusively evidenced by the execution and -4- 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 the Common Council by this Ordinance without further consideration 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 the Trust Indenture, and payment for the Bonds will be made to the Trustee named in the Trust Indenture and after such payment, the Bonds will be delivered by the Trustee to the purchasers thereof. The Bonds shall be originally dated the date of issuance and delivery thereof. Section 8. The Common Council hereby approves the distribution of a preliminary private placement memorandum in connection with the pre-marketing of economic development revenue bonds in the substantially final form attached hereto and incorporated herein by reference. The Mayor or the Clerk-Treasurer is authorized and directed to execute the preliminary private placement memorandum and to deem the preliminary private placement memorandum as "nearly final" for purposes of SEC Rule 15c2-12. Section 9. The provisions of this Ordinance and the Trust Indenture securing the Bonds shall constitute a contract binding between the City of Carmel and the holders of the Bonds, and after the issuance of said Bonds, this Ordinance shall not be repealed or amended in any respect which would adversely affect the rights of such holders so long as said Bonds or the interest thereon remains unpaid. -5- Section 10. This Ordinance shall be in full fome and effect from and after its passage and approval by the Mayor. t/ ,PASSED by the Common Council of the City of Carmel, Indiana, this /~-'~Aday of c,. ~ L/~ , 2002, by a vote of 7 ayes and l~ nays. COMMON COUNCIL FOR THE CITY OF CARMEL ~eall ~.L.'R~dle / ~ Diana L. Cordray, IAMC, ;l~reasurer -6- Presented by me to the Mayor of the City of Carmel, Indiana the ('~Z_~,c , 2002. /J;~ day of Diana L. COrdray, IAMC, Clerk-Treas~ /t~proved by the Mayor of the City of Carmel, Indiana this /~ay of t/itt[f , 2002. me, Janb6s Brainard, Mayor ATTEST: Dian~~easurer This document prepared by Lisa A. Lee, Attorney, Ice Miller, One American Square, Box 82001, Indianapolis, IN 46282, telephone number (317) 236-2268. -7- AMENDED AND RESTATED RESOLUTION CITY OF CARMEL ECONOMIC DEVELOPMENT COMMISSION CARMEL, INDIANA WHEREAS, relieving conditions of unemployment and underemployment, and encouraging economic development and redevelopment of the community to reduce the evils associated with unemployment and underemployment are essential to the health, safety and welfare of the City of Carmel and its citizens; and WHEREAS, the City of Carmel, Indiana ("Issuer"), is authorized by IC 36-7-11.9 and 12 (collectively, the "Act") to issue revenue bonds for the financing of economic development facilities, and the funds t~om said financing to be used for the construction of environmental remediation and abatement and road, water and sewer infrastructure ("Project") for said facilities, and said facilities to be either sold or leased to a company or directly owned by a company; and WHEREAS, it is the desire of Duke Realty Limited Partnership, an Indiana corporation ("Borrower") that the Issuer authorize the distribution of a preliminary private placement memorandum ("Placement M~morandum") with respect to the Project and the economic development financing; and WHEREAS, pursuant to Section 29(a) of the Act the Economic Development Commission ("Commission") has adopted a policy requiring a fee of one percent (1%) of the total amount of bonds issued to finance projects pursuant to the Act, up to a maximum of $10,000 per project as required by the Act, to be paid to the Commission at closing to help cover the Commission's costs of operation; NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CARMEL ECONOMIC DEVELOPMENT COMMISSION THAT: Section 1. It finds that the proposed financing in the aggregate amount not to exceed $3,850,000 for the financing of the Project for economic development facilities referred to in the Financing Agreement presented to this meeting for the Borrower complies with the purposes and provisions oflC 36-7-11.9 and 12 and will be of benefit to the health and welfare of the City of Carmel and its citizens. Section 2. The financing of the Project for the economic development facilities will be located at the northeast quadrant of the intersection of College Avenue and 96th Street in the City of Carmel. Section 3. The substantially final forms of the Loan Agreement; the Note; the Bond Purchase Agreement; the Trust Indenture; the Placement Memorandum; and a proposed form of Ordinance for the Common Council presented to this meeting are hereby approved. Section 4. It has considered whether the Project will have an adverse competitive effect on any similar facilities already under construction or in operation in the City of Carmel, and now makes the following special findings of fact based upon the evidence presented: No member of the public or competitor presented any evidence of substantial probative value establishing that the Project would have any adverse competitive effect in any respect. In the absence of evidence of any adverse competitive effect, the benefits to the public from the new jobs and payroll to be generated by the Project clearly indicate that the Project should be supported by the issuance of economic development revenue bonds. Section 5. The Secretary to the Commission shall in/rial and then insert a copy of the forms of documents approved by this Resolution in the minute book of this Commission. Section 6. The Treasurer of the Commission is hereby authorized and directed to collect and deposit, or cause to be collected and deposited, the fee of $10,000 into the fund or account of the Commission created for said funds. Section 7. The Commission approves the distribution of a preliminary private placement memorandum in connection with the pre-marketing of economic development revenue bonds in a form attached hereto. Section 8. A copy of this Resolution and the other documents approved by this Resolution and the proposed form of Ordinance shall be presented in their substantially final form by the Secretary to the Economic Development Commission to the Clerk- Treasurer for presentation to the Common Council. Adopted this 1st day of July, 2002. CITY OF CARMEL ECONOMIC DEVELOPMENT COMMISSION By Presi