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HomeMy WebLinkAboutD-510 Rev Bond/Manor House ORDINANCE AUTHORIZING THE CITY OF CARMEL TO ISSUE ITS "ECONOMIC DEVELOPMENT FIRST MORTGAGE REVENUE BONDS, SERIES 1986 (LANGSTON, SMITH PARTNERSHIP PROJECT)" AND APPROVING OTHER ACTIONS IN RESPECT THERETO WHEREAS, the Carmel Economic Development Commission has rendered its Project Report for the Langston, Smith Partnership Project regarding the financing of proposed economic development facilities for Langston, Smith Partnership and the Carmel Plan Commission has commented favorably thereon; and WHEREAS, the Carmel Economic Development Commission conducted a public hearing on December 11, 1986, and also adopted a resolution on December 11, 1986, which Resolution has been transmitted hereto, finding that the financing of certain economic development facilities of Langston, Smith Partnership complies with the purposes and provisions of I.C. 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 Common Council the Loan Agreement, Mortgage and Security Agreement, Note and Trust Indenture; now there"ore, 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 economic development facilities referred to in the Loan Agreement, Mortgage and Security 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 Langston, Smith Partnership for the acquisition, construction and equipping of such facilities, the payment of the revenue bonds by the note payments of Langston, Smith Partnership under the Loan Agreement, Mortgage and Security Agreement and Note, and the securing of said bonds by the mortgaging of such facilities to the Trustee under the Trust Indenture complies with the purposes and provisions of I.C. 36-7-11.9 and 12, will be of benefit to the health and welfare of the City of Carmel and its citizens and will contribute significantly to the creation of permanent new job opportunities in the area. Section 2. The economic development facilities will consist of the completion of approximately 7,500 square feet of space in a 11T-bed nursing home, to be used for physical therapy, medical care and laundry facilities, located at 116 Medical Drive, in the City of Carmel, Indiana (the "Project"). Section 3. At the public hearing held by the Carmel Economic Development Commission, the Commission considered whether the economic development facilities would have an adverse competitive effect on any similar facilities located in or near the City of Carmel, and found, based on special findings of fact set forth in the Resolution transmitted hereto, that the facilities 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 economic development facilities will not have an adverse competitive effect on any other similar facilities in or near the City of Carmel, and the facilities will he 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, Mortgage and Security Agreement, Note and Trust Indenture approved by the Carmel Economic Development Commission are hereby approved (herein collectively referred to as the "Financing Agreement" referred to in LC. 36-7-11.9 and 12), and the Financing Agreement shall be incorporated herein by reference and shall be inserted in the minutes -2- 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 the Financing Agreement are on file in the office of the Clerk-Treasurer for public inspection. Section 5. The City of Carmel shall issue its Economic Development First Mortgage Revenue Bonds, Series 1986 (Langston, Smith Partnership Project), in the total principal amount of Eight Hundred Thousand Dollars ($800,000) and maturing on December 1, 1996. Said bonds are to be issued 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 Trust Indenture and Loan Agreement, Mortgage and Security Agreement incorporated herein by reference, which bonds will be payable as to principal, premium, if any, and interest from the note payments made by Langston, Smith Partnership under the Loan Agreement, Mortgage and Security Agreement and Note or as otherwise provided in the above described Trust Indenture. The bonds shall be issued in fully registered form in the denomination of $5,000 or whole multiples thereof 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 at the principal office of the Trustee or its successor in trust or by check or dr(~aft mailed or delivered to the registered owner 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. Section 6. The Mayor and Clerk-Treasurer are authorized and directed to sell such bonds to the original purchasers thereof, at a price of not less than 100% of the principal amount thereof, and at a rate of interest on the bonds not to exceed ~3% per annum. 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 -3- Finaneing Agreement approved herein on behalf of the City and any other document which may be necessary or desirable to consummate 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 the City Attorney; 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 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 Mayor and Clerk-Treasurer shall execute and the Clerk-Treasurer ~hall deliver the bonds to the Trustee within ninety days of the adoption of this ordinance. The bonds shall be originally dated as of December 1, 1986. Section 8. The City hereby elects to issue the bonds pursuant to the $10,000,000 small issue exemption set out in Section 144(a)(4) of the Internal Revenue Code of 1986, as amended. Section 9. The provisions of this Ordinance and the Trust Indenture securing the bonds shall constitute a contract binding between the City of Carmel and the holder of the Economic Development First Mortgage Revenue Bonds, Series 1986 (Langston, Smith -4- Partnership Project), and after the issuance of said bonds, this Ordinance shall not be repealed or amended in any respect which would adversely affect the rights of such holders so long as any of said bonds or the interest thereon remains unpaid. Section 10. This Ordinance shall be in full force and effect from and after its passage and signing by the Mayor. Passed and adopted this 15th day of December, 1986. CARMEL COMMON COUNCIL Attest: /lYresiding Officer Presented by me to the Mayor of the City of Carmel, Indiana, on this day of December, 1986, at the hour of: .~.~.~ .m. clerk~Treasur~rv ' Approved and signed by me on this/7 day of December, 1986. -5- ICE MILLER DONADIO 8g RYAN W~ITER'$ DIRECT DtAL NUMBER December 9, 1986 Ms. Dottie Hancock Clerk-Treasurer City of Carmel City Hall Carmel, IN 46032 Re: City of Carmel-Langston, Smith Partnership Dear Ms. Hancock: At the request of James T. Crawford, company attorney, we are enclosing a copy of the proposed Ordinance to be passed by the Carmel Common Council on December 15 for the above-entitled bond issue. If you have any questions, please do not hesitate to call either Mr. Crawford or me. Very truly yours, ",~'~ '~-T-Ct~'~ DONADiO & Bruce A. Polizot~ BAP:jld