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HomeMy WebLinkAboutD-351 Econ.Dev.Bonds/DatsunCITY OF CARMEL, INDIANA 0RDi ANCE M0. AN ORDINANCE AUTHORIZING THE ISSUANCE OF $600,000.00 ECONOMIC DEVELOPMENT REVENUE BOND, SERIES 1982 (R & D COMPANY PROJECT) OF THE CITY OF CARMEL, INDIANA, FOR THE PURPOSE OF FUNDING A LOAN TO R & D COMPANY IN ORDER TO FINANCE THE ACQUISITION, CONSTRUCTION, IN- STALLATION AND EQUIPPING OF CERTAIN ECONOMIC DEVELOPMENT FACILITIES LOCATED WITHIN THE BOUNDARIES OF THE COUNTY OF HAMILTON AND IN THE CITY FOR USE BY R & D COMPANY AND LEASED TO CARMEL DATSUN, INC.; AUTHORIZING EXECUTION OF THE LOAN AGREEMENT, MORTGAGE AND SECURITY AGREEMENT, INDENTURE OF TRUST AND THE AFORE- SAID BONDS AND ENDORSEMENT OF THE PIRST MORTGAGE NOTE OF THE AFORESAID COMPANY TO THE TRUSTEE FOR THE BENEFIT OF THE BONDHOLDERS; APPROVING THE FORMS OF THE FIRST MORTGAGE NOTE, THE COLLATERAL ASSIGNMENT OF RENTS, THE LETTER OF CREDIT, THE GUARANTY AND THE LEASE; AND AUTHORIZING THE TERMS AND SALE OF THE AFORESAID BONDS WHEREAS, municipal corporation and political subdivision of Indiana and by virtue of IC 36-7-12, inclusive, as "Act"),.is authorized and empowered to make direct the City of Carmel, Indiana (the "City"), is a the State of amended (the loans to a developer for the acquisition, construction, installation and equipping of economic development facilities to overcome insuf- ficient employment opportunities and insufficient diversifica- tion of industry in and near the City and to promote the general and economic welfare of the area in and near the City and to issue its economic development revenue bonds to pay all costs of acquisition, construction, installation and equipping of such economic development facilities, including engineering fees, legal fees, all other expenses related thereto during construction, and the costs of issuing the bonds, and to secure said bonds by receiving a mortgage and a collateral assignment of rents on such facilities and notes of the developer of the facilities; and WHEREAS, R & D Company (the "Developer") is a general partnership duly organized and existing under the laws of the State of Indiana, with its principal office in Carmel, Indiana, and duly qualified to conduct business in the State of Indiana; and WHEREAS, Carmel Datsun, Inc. (the "User") is a corpora- tion duly organized and existing under the laws of the State of Indiana, with its principal place of business in Carmel, and duly qualified to conduct business in the State of Indiana; and WHEREAS, the Developer has agreed to acquire, construct, install and equip economic development facilities within the limits of the City and within the Hamilton and lease the facilities consist of an auto dealership and limits of the County of to the User, which facilities related equipment (the "Project") and thereby create new employment opportunities and provide diversification of economic development in and near the area of the City, and make payments on the note evidencing its loan obligations in an amount or amounts sufficient to pay the principal of, premium, if any, and interest on the economic development revenue bonds hereinafter authorized; and -2- WHEREAS, the Common Council of the City (the "Council") has heretofore, by Ordinance and pursuant to the Act, created the Carmel Economic Development Commission (the "Commission") and the members of the Commission have been duly appointed and qualified pursuant to law and the Commission has organized and undertaken the duties imposed upon it by the Act and has found by written resolution dated July 7, 1982, that because of existing insufficient employment opportunities and insufficient diversification of industry, the general and economic welfare of the City would be benefited by financing the acquisition of the Project for and on behalf of the Developer; and WHEREAS, the Council has heretofore, by Resolution dated July 12, 1982, induced the Developer to make acquisitions and to undertake construction of the Project within the limits of the County of Hamilton, in the City; and WHEREAS, the Commission has, by resolution, approved a report estimating the public services which would be made necessary or desirable, and the expense thereof, the number of jobs, the estimated payroll on account of the acquisition of the Project and the cost of the Project and has submitted such report to the Carmel Planning Commission, the planning agency with jurisdiction over the Project; and WHEREAS, after giving notice in accordance with the Act, the Commission held on October 25, 1982, a public hearing on -3- the proposed financing and thereafter adopted a resolution finding the proposed financing complies with the purposes and provisions of the Act and will be of benefit to the health and welfare of the City and its citizens, and approving the financ- ing and the final form and terms of the proposed financing and recommending the issuance by the City of $600,000.00 aggregate principal amount of Economic Development Revenue Bonds, Series 1982 (R & D Company Project) (the "Bonds") payable solely from the sources, having such terms and provisions as provided herein and secured as provided by a Loan Agreement, Mortgage and Security Agreement between the City and the Developer (the "Agreement"); a First Mortgage Note of the Developer (the "Note"); a Collateral Assignment of Rents of the Developer (the "Assignment of Rents"); a Lease between Developer, as lessor, and the User, as lessee (the "Lease"), which Agreement, Note and Assignment of Rents will be assigned to The Indiana National Bank, as Trustee (the "Trustee"), pursuant to an Indenture of Trust by and between the City and the Trustee (the "Indenture"), and further secured by a Letter of Credit from The Indiana National Bank (the "Letter of Credit") and a Guaranty from Dan E. Young and Robert P. Dellen (the "Guaranty") to be issued to the Trustee for the benefit of purchasers of the Bonds authorized hereby, which resolution and other instruments and information pertaining to the proposed financing have been transmitted to the Council by the Secretary of the Commission; -4- NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, AS FOLLOWS: Section 1. Public Benefits. The Council hereby finds and determines that (i) the Project to be acquired, constructed, installed and equipped with the proceeds of the Bonds herein authorized constitutes "economic development facilities" as that phrase is used in the Act, (ii) the acquisition, construc- tion, installation and equipping of the Project will increase employment opportunities and increase diversification of economic development in and near the City, will improve and promote the economic stability, development and welfare of the area in and near the City and will encourage and promote the expansion of industry, trade and commerce in the area in and near the City and the location of other new economic development facilities in such area, and (iii) the Project will be of bene- fit to the health and welfare of the City and their citizens and complies with the purposes and provisions of the Act. Section 2. Authorization of $600~000.00 Economic Develop- ment Revenue Bonds. In order to pay the cost of acquiring, con- structing, installing and equipping the Project, there is hereby authorized to be issued, sold and delivered the Bonds in the aggregate principal amount of $600,000.00. It is hereby recog- nized that pursuant to the terms of the Agreement, any balance of the cost of the Project will be paid for by the Developer. -5- Section 3. Terms for the Bonds. The total aggregate principal amount of the Bonds is hereby expressly limited to $600,000.00. The City shall issue and sell the Bonds pursuant to the terms of the Indenture. The terms of the Bonds shall be such as are set forth in the form of the Bonds which is set forth in the Indenture. The Bonds are a limited obligations of the City, payable solely from payments of principal, premium, if any, and inter- est made by the Developer on the Note, except to the extent that the principal of, premium, if any, and interest on the Bonds may be paid out of money attributable to Bond proceeds or from temporary investments, or from other moneys, if any, accruing for the benefit of the purchasers of the Bonds. The security of Note, Asignment of Rents and Agreement shall be assigned by the City to the Trustee for the benefit of pur- chasers of the Bonds pursuant to the Indenture and shall be further secured by the Letter of Credit and the Guaranty. Payments by the Developer on the Note shall be applied by the Trustee to make a like payment of principal, premium, or interest on, the Bonds. The City will assign to the Trustee the City's rights under the Agreement and the Note and Assignment of Rents, including the right of the City to receive the Note and to receive payments thereunder, all as security for the payment of the Bonds. -6- The foregoing documents will constitute the sole security for the Bonds. The Bonds and the interest thereon shall be a valid claim of the holders only against the Bond Fund and the Construction Fund created under the Indenture and other moneys and security actually or constructively held by the Trustee pursuant to the Indenture. The City will have no ownership interest in the Project, and the Bonds will not be secured by any other mortgage or other security interest in the Project or in any other property of the Developer. The Bonds do not and shall never constitute an indebted- ness of, or a charge against the general credit or taxing power of the City. Section 4. Sale of the Bonds. The Mayor of the City and the Clerk-Treasurer of the City are hereby authorized and directed to sell the Bonds pursuant to the Indenture, at a price of par, plus accrued interest from the first day of the month during which the Bonds are delivered, to the date of delivery of the Bonds and upon such other terms as are provided in the Indenture. The Bonds shall be executed on behalf of the City with the manual or facsimile signature of the Mayor, and shall have affixed, impressed, thereon the corporate seal of and attested by the manual or imprinted or otherwise reproduced the City or a facsimile thereof facsimile signature of its Clerk-Treasurer. Ail authorized facsimile signatures shall have the same force and effect as if manually signed. In case -7- any official of the City whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such official before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. In the event the Bonds are mutilated, lost, stolen or destroyed, the City may execute and deliver new bonds of like date, maturity and denomination; provided that, in the case the Bonds are mutilated, the Bonds shall first be sur- rendered to the City, and in the case the Bonds are lost, stolen or destroyed, there shall be first furnished to the City evidence of such loss, theft or destruction satisfactory to the City, together with any indemnity satisfactory to it. In the event the Bonds shall have matured, instead of issuing duplicate Bonds, the City may pay the same without surrender thereof. The City may charge the holder or owner of the Bonds with its reasonable fees and expenses in this connection. Section 5. Approval of Form of Financing Agreement. The final forms of the Agreement, Note, Assignment of Rents, Lease, Indenture, Letter of Credit and Guaranty approved by the Commission, and all other documents referred to herein, are hereby approved, and all such documents (herein collectively referred to as the "Financing Agreement" referred to in IC 36-7-12), shall be incorporated herein by reference and shall be inserted in the minutes of the Council and kept on file by -8- the Clerk-Treasurer. The City hereby covenants to comply with all obligations to be performed by the City pursuant to the Financing Agreement. Section 6. Execution of Financing Agreement. The Mayor and Clerk-Treasurer are hereby authorized and directed to execute 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 trans- action, including the Bonds herein authorized. The signatures of the Mayor and Clerk-Treasurer may The Clerk-Treasurer is authorized to the Bonds to the purchases thereof. be facsimile signatures. arrange for delivery of The Mayor and Clerk- Treasurer may by their execution of the Financing Agreement and their imprinting of their facsimile signatures on the Bonds or their manual execution thereof approve changes therein without further approval of this Council or the Commission if such changes do not effect terms set forth in IC 36-7-12-27(a) (1) through (a) (!1). Section 7. Ordinance and the Binding Contract. The provisions of this Indenture shall collectively constitute a contract binding between the City and the holders of the Bonds, and after the issuance of the Bonds, this Ordinance shall not be repealed or amended in any respect which would adversely affect the rights of the holders of the Bonds so long as the Bonds remain unpaid. -9- Section 8. Bindin~ Effect. This Ordinance shall be in full force and effect from and after its passage and signing bv the Mayor. Passed by the Common Council of the City this of ~<~~, 1982. Presented by me to the Mayor of the City of Carmel, Indiana, on the / This Ordinance day of ~ / day CITY OF CARMEL P~ing O~ficer day of t~~, 1982 Clerk-Tr~s~rer approved and signed by me on this / , 1982. Mayor The above ordinance recommended by Councilman approved by , City Attorney. and -10- CARMEL ECONOMIC DEVELOPMENT COMMISSION RESOLUTION % (R & D COMPANY PROJECT) WHEREAS, the Commission has today adopted a report (the "Report") making certain findings with respect to the proposed financing by the City of Carmel, Indiana, of the acquisition, construction, installation and equipping of economic development facilities, consisting of a Datsun sales and service facility (the "Facilities") by R & D Company in Carmel, Indiana (the "Developer") and the lease of such facilities to Carmel Datsun, Inc. (the "User"), which financing is proposed to be funded by the issuance by the City of Carmel of the City's industrial revenue bonds not to exceed the aggregate principal amount of $600,000; and WHEREAS, the Commission shall deliver the Report to the Carmel Planning Commission; and WHEREAS, the Commission has held a public hearing on the proposed financing and desires to make a record of this resolu- tion that the proposed financing complies with the purposes and provisions of IC 36-7-12 and to approve the form and terms of such financing: NOW, THEREFORE, THE CARMEL ECONOMIC DEVELOPMENT COMMISSION HEREBY RESOLVES AS FOLLOWS: Section 1. It finds that the proposed financing of Facilities referred to in the forms of documents described in Section 2 hereof, and presented to this meeting for the Developer and the User, complies with the purposes and provi- sions of I.C. 36-7-12 and will be of benefit to health and welfare of the City and its citizens. Section 2. The forms of the revised Application, Loan Agreement, Mortgage and Security Agreement, Indenture of Trust, First Mortgage Note, Guaranty, Collateral Assignment of Rents, Lease and Letter of Credit and proposed form of Ordinance for the City Council are hereby approved. Section 3. The proposed Facilities will not have an adverse competitive effect on any similar facilities already under construction or in operation in the City. Section 4. The Secretary shall initial and then insert copy of the forms of documents approved by this Resolution in the Minute Book of this Commission. Section 5. It is understood and agreed that the Mayor and Clerk-Treasurer may by their execution of the documents referenced in Section 2 and their imprinting of their facsimile signatures on the Bonds or their manual execution thereof approve changes therein without further approval of the Council or this Commission if such changes do not affect terms set forth in IC 36-7-12-27(a) (1) ~hrough (a) (11). Section 6. A copy of th~s Resolution and the form of the other documents approved by this Resolution, including the Report, shall be presented in their form by the Economic Development Commission to the Clerk-Treasurer for presentation to the City Council. Date APPROVED: CARMEL ECONOMIC DEVELOPMENT COMMISSION BYH. T. ~ U -2-