HomeMy WebLinkAboutD-1683-04 Refinance 1997 $32m BondSponsors: Councilors Carter and Sharp
ORDINANCE NO. D-1683-04
AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL,
INDIANA, APPROVING AN AMENDMENT TO LEASE
BETWEEN THE CITY OF CARMEL REDEVELOPMENT AUTHORITY AND
THE CITY OF CARMEL REDEVELOPMENT COMMISSION,
AND ADDRESSING MATTERS RELATED THERETO
WHEREAS, the City of Carmel Redevelopment Authority (the "Authority") has been
created pursuant to IC 36-7-14.5 as a separate body corporate and politic, and as an
instrumentality of the City of Carmel, Indiana (the "City") to finance local public improvements
for lease to the City of Carmel Redevelopment Commission (the "Commission");
WHEREAS, the Authority, as lessor, and the Commission, as lessee, entered into an
Lease Agreement, dated as of July 8, 1997, as amended (the "Lease");
WHEREAS, the Authority issued its County Option Income Tax Lease Rental Revenue
Bonds of 1997, dated September 4, 1997 (the "1997 Bonds"), in the original aggregate principal
amount of Thirty-Two Million Dollars ($32,000,000), pursuant to a Trust Indenture, dated as of
August 1, 1997, between the Lessor and Fifth Third Bank of Central Indiana, as trustee, for the
purpose of procuring funds to pay the cost of constructing certain road improvements in the City
of Carmel, Indiana, as described in Exh___ibit A of the Lease;
WHEREAS, the 1997 Bonds are outstanding in the aggregate principal amount of
Twenty-Six Million Two Hundred Seventy-Five Thousand Dollars ($26,275,000) (such 1997
Bonds, the "Refunded Bonds");
WHEREAS, Indiana Code 36-7-14.5 authorizes the refunding of bonds issued by the
Authority;
WHEREAS, the Authority desires to refund all of the outstanding 1997 Bonds at a lower
interest cost in order to effect a savings;
WHEREAS, the Authority has authorized the issuance of refunding bonds designated as
"City of Carmel Redevelopment Authority County Option Income Tax Lease Rental Revenue
Refunding Bonds of 2004" (the "2004 Bonds"), for the purpose of providing funds for the
payment of: (i) principal and interest due on the Refunded Bonds from July 1, 2004, through
January 1, 2006, (ii) the principal, interest and redemption premium payable on the remaining
outstanding Refunded Bonds, as the same becomes due on July 1, 2006; (ii/) funding a debt
service reserve fund or reserve fund credit facility for the 2004 Bonds; and (iv) the costs of such
refunding, including the costs of issuance of the 2004 Bonds;
WHEREAS, pursuant to the Lease, the Commission has agreed to pay to the Authority
fixed armual rentals, which are based on the aunual amount of principal and interest due on the
1997 Bonds; and
WHEREAS, the Common Council desires to approCe a First Amendment to Lease
Agreement between the Authority and the Commission (the "First Amendment to Lease"),
pursuant to which the fixed annual rentals payable under Lease are amended to correspond to the
annual amount of principal and interest due on the 2004 Bonds.
oJ~o~ald E. ~Carter, President Pro Tempore
Fro(:lrick J. User"
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE
CITY OF CARMEL, INDIANA, as follows:
Section 1. The Common Council hereby approves the issuance of the 2004 Bonds
and the First Amendment to Lease.
Section 2. Any member of the Common Council or the Mayor and the Clerk-
Treasurer, and any other officer, employee or agent of the City is hereby authorized and directed,
for and on behalf of the City, to execute and deliver any contract, agreement, certificate,
instrument or other document and to take any action as such person determines to be necessary
or appropriate to accomplish the purposes of this Ordinance, including but not limited to a
continuing disclosure agreement and closing certifications, such determination to be conclusively
evidenced by such person's execution of such contract, agreement, certificate, instrument or
other document or such person's taking of such action.
Section 3. This Ordinance shall be in full force and effect from and after its adoption
by the Common Council and upon compliance with the procedures required by law. Ordinance
No. D-1302-97 adopted by the Common Council on July 7, 1997, shall remain in full force and
effect and shall continue to apply to the Lease as amended by the First Amendment to Lease.
PASSED by the Common Council of the City of Cannel, this _ /_Lo '~ day of
__ ~FCt [.?rtg_tgJtzd/) ,2004, by a vote of._7 ayes and _ (5 _ nays.
COMMON COUNCIL OF TItE CITY O~NA
~esidin~Office
Mark Ratterma~rm
Shiv
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ATTEST:
~ia~ -. Cordray,
~esente~l by me to the Mayor of the City of Carmel this/~day of
Diana ~r
Approved by m%Mayor of the City of Carmel, Indiana, this /74 day o~_~
2004, at
,2004, at
J~s Br~inard, Mayor
ATTEST:
Diana L. Cordray, Clerk-Tr~asurpr
Prepared by:
Bruce D. Donaldson
Barnes & Thomburg
11 South Meridian Street
Indianapolis, IN 46204
INDSOI BDD 642890vl
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FIRST AMENDMENT TO LEASE AGREEMENT
by and between
CITY OF CARMEL REDEVELOPMENT AUTHORITY
and
CITY OF CARMEL REDEVELOPMENT COMMISSION
Dated as of ,2004
Cross Reference: This instrument supplements and amends the Lease Agreement, dated as of July
8, 1997, recorded in the office of the Recorder of Hamilton County on September 5, 1997, as
Instrument No. 9709737068, as amended and supplemented by an Addendum to Lease Agreement,
dated as of September 4, 1997, recorded in the office of the Recorder of Hamilton County on
September 5, 1997, as Instrument No. 9709737069.
F_FiRST AMENDMENT TO LEASE AGREEMENT
THIS FiRST AMENDMENT TO LEASE AGREEMENT, made and dated as of this __
day of , 2004, by and between the CITY OF CARMEL REDEVELOPMENT
AUTHORITY (the "Lessor"), a separate body corporate and politic organized and existing under
Indiana Code 36-7-14.5 as an instrumentality of the City of Carmel, Indiana (the "City"), and the
CITY OF CARMEL REDEVELOPMENT COMMISSION (the "Lessee"), the governing body of
the City of Cannel Department of Redevelopment acting for and on behalf of the City of Carmel
Redevelopment District.
WITNESSETH:
1. The Lessor and the Lessee entered into a Lease Agreement, dated as of July 8, 1997
(the "Original Lease") recorded in the office of the Recorder of Hamilton County on September 5,
1997, as Instrument No. 9709737068, as amended and supplemented by an Addendum to Lease
Agreement, dated as of September 4, 1997, recorded in the office of the Recorder of Hamilton
County on September 5, 1997, as Instrument No. 9709737069 (the Original Lease as so amended
and supplemented, the "Lease").
2. The Lessor issued its County Option Income Tax Lease Rental Revenue Bonds of
~ ds'"
1997, dated September 4, 1997 (the "1997 t~on ), in the original aggregate principal amount of
Thirty-Two Million Dollars ($32,000,000), pursuant to a Trust Indenture, dated as of August 1, 1997,
between the Lessor and Fifth Third Bank of Central Indiana, as trustee, for the purpose of procuring
funds to pay the cost of constructing certain road improvements in the City of Carmel, Indiana, as
described in Exhibit A of the Lease.
3. The 1997 Bonds are currently outstanding in the aggregate principal amount of
Twenty-Six Million Two Hundred Seventy-Five Thousand Dollars ($26,275,000).
4. Indiana Code 36-7-14.5 authorizes the refunding of bonds issued by the Lessor.
5. The Lessor desires to advance refund all of the outstanding 1997 Bonds (the
"Refunded Bonds") at a lower interest cost in order to effect a savings.
6. The Lessor desires to authorize the issuance of refunding bonds designated C~ty o
Carmel Redevelopment Authority County Option Income Tax Lease Rental Revenue Refunding
Bonds of 2004", in the aggregate principal ofDollars
($ ) (the "2004 Bonds"), for the purpose of providing funds for the payment of: (i)
principal and interest due on the Refunded Bonds from July 1, 2004, throug~ January 1, 2006, (ii)
the principal, interest and redemption premium payable on the remaining outstanding Refunded
Bonds, as the same becomes due on July 1, 2006; (iii) a debt service reserve fund or credit facility
for the 2004 Bonds; and (iv) the costs of refunding, including the costs of issuance of the Bonds.
7. pursuant to the Lease, the Lessee has agreed to pay to the Lessor fixed annual rentals,
which are based on the annual amount of principal and interest due on the 2004 Bonds.
· he Lessor and Lessee desire to amend the Lease to provide for annual lease rentals
8 . ~ ...... ~at corres*,ond with the principal and interest payable on the 2004
payable by We ~essee m amoum~ ~,~ v
Bonds.
NOW THEREFORE, in consideration of the premises, the covenants and agreements
hereinafter contained, and for other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Lessor and the Lessee agree as follows:
.PART I
~AMOUNT OF RENT PAYABLE AND RENTAL PAYMENT DATES
The schedule of the amount and date of each semiannual installment of Fixed Annual Rentals
payable under the Lease, is hereby amended to read in its entirety as set for in E__xhibit A attached
hereto.
pART II
_REAFFIRMATION OF LEASE
Except as otherwise provided herein, all terms, conditions and provisions of the Lease are
hereby ratified and affirmed.
.PART III
_EFFECTIVE DATE
The provisions of this First Amendment to Lease Agreement are only effective upon the
issuance of the 2004 Bonds.
IN WITNESS WHEREOF, Lessor and Lessee have executed this First Amendment to Lease
Agreement as of the date and year first above written.
LESSOR:
CITY OF CARMEL REDEVELOPMENT
AUTHORITY
LESSEE:
CITY OF CARMEL REDEVELOPMENT
COMMISSION
By:
[Vice] President
By:
[Vice] President
ATTEST:
ATTEST:
By;.
Secretary-Treasurer
By:
Secretary
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STATE OF INDIANA )
)SS:
COUNTY OF HAMILTON )
Before me, the undersigned, a Notary Public in and for said County and State, this _ day
,2004, personally appeared and ~
of _ [Vice] President and Secretary-Treasurer, respectively, of the City
personally known to me to be the
of Carmel Redevelopment Authority, and acknowledged the execution of the foregoing Indenture
for and on behalf of said Authority.
WITNESS my hand and notarial seal.
(Seal)
My Commission expires:
(Written Signature)
(Printed Signature)
Notary Public
My county of residence is:
4
STATE OF INDIANA )
)SS:
COUNTY OF HAMILTON )
Before me, the undersigned, a Notary Public in and for said County and State, this _ _ day
and -'
of~ ., 2004 personally appeared of Carmel
personally known to r~e to be the [Vice] President and Secretary, respectively, of the City
Redevelopment Commis. sit~n, and acknowledged the execution of the foregoing Indenture for and
on behalf of said Commission.
WITNESS my hand and notarial seal.
(Written Signature)
(Printed Signature)
Notary Public
(Seal)
My Commission expires:
My county of residence is:
This instrument prepared by Bruce D. Donaldson, Attorney-at-Law, Barnes & Thomburg, 11 South
Meridian Street, Indianapolis, Indiana 46204.
EXHIBIT A
[TO BE PROVIDED UPON SALE OF THE BONDS]
INDS01 BDD 642875vl
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