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HomeMy WebLinkAboutD-459 Econ Dev/Carmel Dr.OfficeCITY SPECIAL ORDINANCE NO~7~'~, 1985 Proposal No. , 1985 A SPECIAL ORDINANCE authorizing the City of Carmel to issue its "Economic Development Mortgage Revenue Refunding Bond (Carmel Drive Office Building, A Limited Partnership, Project)" in the principal amount of One Million Nine Hundred Eighty-nine Thousand Two Hundred Twenty-seven and 08/100 Dollars ($1,989,227.08) and authorizing other actions in respect thereto. WHEREAS, the City of Carmel, Indiana, (the "City") previously issued the City of Carmel, Indiana, Economic Development Mortgage Revenue Bond (Carmel Drive Office Building, A Limited Partnership, Project) (the "Prior Bond"), which was issued in the principal amount of Two Million Dollars ($2,000,000} which Prior Bond was issued pursuant to a Mortgage, Security Agreement and Trust Indenture (the "Original Indenture") dated as of March 1, 1983, among the City, Carmel Drive Office Building, A Limited Partnership (the "Company") and The Indiana National Bank, as Trustee (the "Trustee") and City Special Ordinance No. 367, 1983, and the replacement thereof was issued to R.V. Welch Investments, Inc. (The Original Indenture as amended and supplemented by the First Supplemental Mortgage, Security Agreement and Trust Indenture, described below, shall be referred to as the "Indenture"). The proceeds from the Prior Bond were used to fund the acquisition, construction, installation and equipping of a new four-story office building of approximately 37,000 square feet, including various furnishings and equipment therein (the "Project"), now known as the "Fidelity Keystone Building," located at 650 East Carmel Drive, Carmel, Indiana; and WHEREAS, the Project was initially and will continue to be owned and operated by the Company; and WHEREAS, the Company and First Wisconsin National Bank of Milwaukee, Wisconsin (the '"Purchaser", which bank has agreed to purchase the Original Bond subject to certain conditions, including amendments to the Bond documents and issuance of a refunding bond in exchange for the Prior Bond) have requested that the City issue its City of Carmel, Indiana Economic Development Mortgage Revenue Refunding Bond (Carmel Drive Office Building, A Limited Partnership, Project) (the "Bond") in the principal amount of One Million Nine Hundred Eighty-nine Thousand Two Hundred Twenty- seven and 08/100 Dollars ($1,989,227.08) in exchange for the Prior Bond; and WHEREAS, the Carmel Economic Development Commission has at a meeting held on November 26, 1985 approved the final forms of the Bond Purchase and Amendment Agreement, First Supplemental Mortgage, Security SPECIAL ORDINANCE RECORD 1985 PAGE Agreement and Trust Indenture, First Amendment to Loan Agreement, First Supplemental Collateral Assignment of Leases and Rents and the Bond 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. It is hereby found that the refunding financing of the Project previously approved by the Carmel Economic Development Commission now presented to this Common Council, will be of benefit to the health and welfare of the City of Carmel 'and its citizens and does comply with the purposes and provisions of IC 36-7-12 and IC 5-1-5 (collectively referred to as the "Act"). SECTION 2. The forms of the Bond Purchase and Amendment Agreement, First Supplemental Mortgage, Security Agreement and Trust Indenture, First Amendment to Loan Agreement, First Supplemental Collateral Assignment of Leases and Rents, and the Bond approved by the Carmel Economic Development Commission are hereby approved and all such documents shall be inserted in the minutes of the Common Council and kept on file by the Clerk-Treasurer of the Council. Two (2) copies of the Bond Purchase and Amendment Agreement, First Amendment to Loan Agreement, First Supplemental Collateral Assignment of Leases and Rents, the Bond, the Original Indenture and the Original Loan Agreement, described below, are on file in the office of the Clerk-Treasurer of the Council for public inspection. SECTION 3. The City of Carmel shall issue the Bond in exchange for the Prior Bond. The Bond will be payable as to principal, premium, if any, and interest solely from the payments made by the Company on its promissory note in the principal amount of One Million Nine Hundred Eighty-nine Thousand Two Hundred Twenty-seven and 08/100 Dollars ($1,989,227.08} which will be executed and delivered by the Company to evidence and secure said loan, and as otherwise provided in the above described Bond Purchase and Amendment Agreement, Indenture and a Loan Agreement (the "Original Loan Agreement") dated as of March 1, 1983, by and between the Company and the City as amended and supplemented by the First Amendment to the Loan Agreement (the Original Loan Agreement as amended by the First Amendment to the Loan Agreement shall be referred to as the "Loan Agreement"). The Bond shall never constitute a general obligation of, an indebtedness of, or charge against the general credit of the City of Carmel. SECTION 4. The Clerk-Treasurer is authorized and directed to deliver the Bond to the Purchaser in exchange for the Prior Bond at a rate or rates of interest on the Bond as determined in the Indenture, the Bond and the Bond Purchase and Amendment Agreement (such rate setting mechanisms are SPECIAL ORDINANCE RECORD 1985 PAGE hereby incorporated herein by reference), but in no event shall the interest rate on the Bond exceed twenty percent (20%) per annum or twenty- five percent (25%) per annum in the event there has been a Determination of Taxability as defined in the Indenture. SECTION 5. The Mayor and Clerk-Treasurer are authorized and directed to execute the Bond Purchase and Amendment Agreement, First Supplemental Mortgage, Security Agreement and Trust Indenture, First Amendment to Loan Agreement, and the Bond approved herein, and any other document which may be necessary or desirable to consummate the transaction, and their execution is hereby confirmed, on behalf of the City. The signatures of the Mayor and Clerk-Treasurer on the Bond may be facsimile signatures. The Clerk-Treasurer is authorized to arrange for the delivery of the Bond to the Purchaser in exchange for the Prior Bond. The Ma~or and Clerk- Treasurer may by their execution of the Bond Purchase and Amendment Agreement, First Supplemental Mortgage, Security Agreement and Trust Indenture, First Amendment to Loan Agreement, and imprinting of their facsimile signatures on the Bond or their manual execution thereof approve changes therein without further approval of this Common Council or the Carmel Economic Development Commission if such changes do not affect terms set forth in I.C. 36-7-12-27 (a)(1) through (a)(11). SECTION 6. The Bond shall be issued as a single fully registered installment Bond in the principal amount of One Million Nine Hundred Eighty-nine Thousand Two Hundred Twenty-seven and 08/100 Dollars ($1,989,227.08), provided that upon any Adjustment Date or Conversion Date as defined in the Indenture, a replacement bond or bonds may be issued in exchange for the Bond, which replacement bond(s) shall be in the denominations, and shall mature, be dated, be subject to redemption and be payable in the medium and at the place or places, all as in the manner and upon the terms and provisions set forth in the Indenture and the Loan Agreement, with such provisions being approved by this Ordinance and incorporated herein by reference. SECTION 7. The provisions of this ordinance and the Bond Purchase and Amendment Agreement shall constitute a contract binding between the City and the Purchaser and any subsequent holder of the Bond and after the issuance Of the Bond this ordinance shall not be repealed or amended in any respect which would adversely affect the right of such holder so long as the Bond or the interest thereon remains unpaid. SECTION 8. This ordinance shall be in full force and effect upon adoption and compliance with IC 36-3-4-14. SPECIAL ORDINANCE RECORD 1985 PAGE The foregoing was passed by the Common Council this 2nd day of December, 1985, at /','/5' p.m. ATTEST: Clerk-Trea~r~r of the Common Council Presented by me to the Mayor this ~-~ __ day of , 1985. Approved and signed by me this Clerk-Treasur~r ~f the Common Council .,. day of ~/--~5~/~'~-~/~'/ , 1985. STATE OF INDIANA, HAMILTON COUNTY ) ) SS: CITY OF CARMEL ) I, Dorothy J. Hancock, Clerk-Treasurer of the Common Council of the City of Carmel, Indiana, do hereby certify the above and foregoing is a full, true, and complete copy of Proposal No. /J/~ , 1985, a Proposal for a Special Ordinance passed by the Common Council on the 2nd day of December, 1985, by a vote of ~ AYES and ~P NAYS, and was retitled Special Ordinance ~9.,~.-~O~, 1~85, which was signed by the Mayor on the ___~_ day of /~z~-~a~ke~, 1985, and now remains on file and on record in my office. SPECIAL ORDINANCE RECORD 1985 PAGE Indiana, WITNESS my hand and;~%he official seal of the City of Carmel, Clerk-Tre~s6/rer of the Commo Council (SEAL) SPECIAL ORDINANCE RECORD 1985 PAGE