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HomeMy WebLinkAboutD-437 Econ Dev./Meridian One ORDINANCE AUTHORIZING THE CITY OF CARMEL TO ISSUE ITS "ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 1985 (MERIDIAN ONE COMPANY PROJECT)" AND APPROVING OTHER ACTIONS IN RESPECT THERETO WHEREAS, the Carmel Economic Development Commission has rendered its Project Report for the Meridian One Company Project regarding the financing of proposed economic development facilities for Meridian One Company, and the Carmel Planning Commission has commented favorably thereon; and WHEREAS, the Carmel Economic Development Commission conducted a public hearing on April 15, 1985, and also adopted a resolution on April 15, 1985, which Resolution has been transmitted hereto, finding that the financing of certain economic development facilities of Meridian One Company 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 has heretofore approved and recommended the adoption of this form of Ordinance by this Common Council, has considered the issue of adverse competitive impact and has approved the forms of and has transmitted for approval by the Common Council the Loan Agreement, Mortgage and Security Agreement, Note, Bond Purchase Agreement, Conditional Assignment of Leases and Rentals and Guaranty Agreement; 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 economic development facilities referred to in the Loan Agreement, Mortgage and Security Agreement and Bond Purchase Agreement and Conditional Assignment of Leases and Rentals approved by the Carmel Economic Development Commission and presented to this Common Council, the issuance and sale of revenue bonds in the aggregate principal amount of $4,500,000, the loan of the proceeds of the revenue bonds to Meridian One Company for the acquisition and construction of such facilities and the equipping thereof, the payment of the revenue bonds by the note payments of Meridian One Company under the Loan Agreement, Mortgage and Security Agreement and Note and the Conditional Assignment of Leases and P~entals, the guaranty of payment of principal of and interest on the revenue bonds by Terry L. Eaton, l{obert L. Lauth, Jr. and Russell D. Richardson under the Guaranty Agreement and the securing of said bonds by the mortgaging of such facilities to the Bondholder under the Loan Agreement, Mortgage and Security Agreement complies with the purposes and provisions of I.C. 36-7-12 and will be of benefit to the health and welfare of the City of Carmel and its citizens. Section 2. The fani]ities will consist of the acquisition of land and construction of un approximately 70,000 square foot office facility located at 10585 North Meridian Street, Indianapolis, Indiana, which site is in Hamilton County. Section 3. The above-described Project of Meridian One Company will not have an adverse competitive impact on other facilities of the same kind already operating in the same market area for the reasons set forth in the Commission's resolution, which reasons are hereby confirmed and adopted. Section 4. The substantially final forms of the Loan Agreement, Mortgage and Security Agreement, Note, Bond Purchase Agreement (herein collectively referred to as the "Financing Agreement" referred to in i.C. 36-7-12) and the Conditional Assignment of Leases and Rentals and the Guaranty Agreetnent 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 accord~mce with the provisions of I.C. 36-1-5-4, two (2) copies of ail such documents are on file in the office of the Clerk-Treasurer for public inspection. Section 5. The City of Carmel shall issue its Economic Development Revenue Bonds, Series 1985 (Meridian One Company Project), in the total principal amom~t of approximately Four Million Five Hundred Thousand Dollars ($4,500,000), which bonds shall mature over a period ending not more than 28 years from the date of the first principal payment, which in no event shall be later than 30 years from the date of issuance, in the manner and amounts as set forth in Section 3 of the Bond Purchase Agreement. The bonds are being issued for the purpose of procuring funds to lend to Meridian One Company to pay the costs of acquisition, construction and equipping of the economic development facilities as more purtieularly set out in the Loan Agreement, Mortgage and Security Agreement and Bond Purchase Agreement incorporated herein by reference, and the bonds will be payable as to principal, premium, if any, and interest from the note payments made by Meridian One Company under the Loan Agreement, Mortgage and Security Agreement and Note or as otherwise provided in the above described Bond Purchase Agreement, Conditional Assignment of Leases and Rentals and Guaranty Agreement. The bonds shall be issued in fully registered form in the denominations of $5,000 or integral multiples thereof and shall be redeemable as provided in Section 4 of the Bond Purchase Agreement. Payments of principal and interest are payable in lawful money of the United States of America at the principal office of the Bondholder or its successor or by check or draft mailed or delivered to the registered owner as provided in the Bond Purchase Agreement. The bonds shall never constitute a general obligation of, an indebtedness of, or a charge against the general credit of the City of Carmel or the State of Indiana 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 purchasers thereof at a price not less than 100% of the principal amount thereof. The Bonds shall bear interest at the rate per annam equal to 77% of the prime -3- lending rate established by The Central Trust Company, N.A., Cincinnati, Ohio, from time to time ("Prime Rate") plus, on the 30th, 60th and 90th principal payment dates, an amount equal to 2% of the outstanding balance on the bonds; provided that such rate shall never exceed 25% per annum and provided, further, that in the event interest on the bonds becomes taxable due to a Determination of Taxability as described in the Bond Purchase Agreement, the interest rate per annum on the bonds shall increase to the Taxable Rate. The interest rate shall also change as set forth in the Bond Purchase Agreement in the event of certain changes in the Internal Revenue Code. 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 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 Coaneil that said Financing Agreement is in substantiaily ffmai 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 Bondholder named in the Loan Agreement, Mortgage and Security Agreement and Bond Purchase Agreement. Payment for the bonds will be made by depositing the proceeds of the bonds into the Account established under the Bond Purchase Agreement. The Mayor and Clerk-Treasurer shall execute and the Clerk-Treasurer shall deliver the bonds to the Bondholder within ninety days of the adoption of this Ordinance. The bonds shall be dated as of April 15, 1985, but will bear interest from the date of initial delivery. Section 8. The provisions of this Ordinance and the Bond Purchase Agreement pursuant to which the bonds are issued shall constitute a contract binding between the City of Carmel and the holders of the Economic Development Revenue Bonds, Series 1985 (Meridian One Company 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 9. 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 April, 1985. Attest: Clerk-Treasurer~ ~- ~ Presented by me to the Mayor of the City of Carmel, Indiana, on this //~ April, 1985, at the hour of C lerk-Treasuref Approved and signed by me on this / ~ day of April, 1985. , C'ty o Cairn CARMEL COMMON~~ P~.~iilg Of fie~ -5- day of