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HomeMy WebLinkAboutD-336 Econ.Devl.Bonds-Klein ORDINANCE AUTHORIZING THE CITY OF CARMEL TO ISSUE ITS "ECONOMIC DEVELOPMENT REVENUE BOND, SERIES 1982 (KLEIN BAYLEY & HOOVER DEVELOPMENT CO., INC. PROJECT)" AND APPROVING OTHER ACTIONS IN RESPECT THERETO WHEREAS, the Carmel Economic Development Commission has rendered its Project Report for the Klein Bayley & Hoover Investment Co. Project regarding the financing of a proposed economic development project for Klein Bayley & Hoover Investment Co. and the Carmel Planning Commission has commented favorably thereon; and WHEREAS, the Carmel Economic Development Commission con- ducted a public hearing on July 7, 1982, and also adopted a resolution on July 7, 1982, which Resolution has been trans- mitted hereto, finding that the financing of a certain economic development project of Klein Bayley & Hoover Investment Co. co~plies 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 Common Council has heretofore adopted an Ordinance (i) finding that the financing of the economic development facilities of Klein Bayley & Hoover Investment Co. complies with the purposes and provisions of I.C. 36-7-12 and will be of benefit to the health and welfare Carmel and its citizens; (ii) approving the forms of the Loan Agreement, Note, and Bond Purchase Agreement previously approved by the Carmel Economic Development Commission; and (iii) authorizing the issuance and sale of of the City of substantially final revenue bonds and the loan of the proceeds from such sale to Klein Bayley & Hoover Investment Co.; and WHEREAS, the Common Council has been advised by the City Attorney and now finds that subsequent to the adoption of said Ordinance, the form of the documents and the terms contained in the Ordinance should be modified and approved by the Common Council as so modified; and; WHEREAS, for tax and other business purposes the partners of Klein Bayley & Hoover Investment Co. have elected to incorporate and have the corporation continue with the development of the Project; and WHEREAS, the partners of Klein Bayley & Hoover Investment Co. will be the sole shareholders of the corporation known as Klein Bayley & Hoover Development Co., Inc., and they have agreed to guarantee the obligations of the corporation under the Loan Agreement and Note; and WHEREAS, the Common Council now approves the change in the nature of the applicant from a partnership to a corporation and hereby ratifies all actions taken by the Economic Development Commission and this Common Council with respect to this financing the same as if said actions had at all times described the applicant as Klein Bayley & Hoover Development Co., Inc.; 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 project referred to in the Loan Agreement - 2 - as modified and presented to this Common Council, the issuance and sale of revenue bonds, the loan of the proceeds of the revenue bonds to Klein Bayley & Hoover Development Co., Inc., for the acquisition and construction of such project and the payment of the revenue bonds by the note payments of Klein Bayley & Hoover Development Co., Inc., under the Loan Agreement and Note, 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 substantially final forms of the Loan Agreement, Note and Bond Purchase Agreement approved by the Carmel Economic Development Commission have been modified and as modified and presented to this Common Council, are hereby approved (herein collectively referred to as the "Financing Agreement" referred to in I.C. 36-7-12), 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 accordance with the provisions of I.C. 36-1-5-4, two (2) copies of all such documents, as modified, are on file in the office of the Clerk-Treasurer for public inspection. Section 3. The City of Carmel shall issue its Economic Development Revenue Bond, Series 1982 (Klein Bayley & Hoover Development Co., Inc., Project), in the total principal amount not exceeding One Million Dollars ($1,000,000) and maturing not later than three years from the date of the first principal payment, which in no event may exceed thirty (30) years, for - 2 - the purpose of procuring funds to pay the costs of acquisition and construction of the economic development project as more particularly set out in the Bond Purchase Agreement and Loan Agreement incorporated herein by reference, which bond will be payable as to principal, premium, if any, and interest from the note payments made by Klein Bayley & Hoover Development Co., Inc., under the Loan Agreement and Note or from payments made under the Guaranty Agreement the form of which is hereby approved, or as otherwise provided in the above described Bond Purchase Agreement. The bond shall be issued in fully registered form, in the denomination of an integral multiple of $5,000, and shall be redeemed as provided in Section ~ of the Bond Purchase Agreement. Payments of principal and interest are payable in lawful money of the United States of America by check or draft mailed to the Bondholder at the address shown in the Bond Purchase Agreement. The bond shall never constitute a general obligation of, an indebtedness of, or a charge against the general credit of the City of Carmel, nor is the bond payable in any manner from revenues raised by taxation. Section 4. The Mayor and Clerk-Treasurer are authorized and directed to sell such bond to the purchaser thereof at a rate of interest on the bond for the first twelve months of 12~ per annum and at a rate per annum thereafter equal to 70~ of the prime commercial lending rate announced from time to time by American Fletcher National Bank & Trust Company at its principal office, in Indianapolis, Indiana, except that said rate shall never be greater than 12 1/2~ nor less than 10~, (except in the event interest on the bonds becomes taxable in which event the interest rate on the bonds shall be equal to the prime commercial lending rate established by American Fletcher National Bank & Trust Company, at its principal office, as it changes from day to day), and at a price not less than 100K of the principal amount thereof. Section 5. 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 bond 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 prin- cipal amount of, interest rate on or term of the bond 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 bond may be either manual or facsimile signatures. The Clerk-Treasurer is authorized to arrange for delivery of such bond to the Bondholder named in the Bond Purchase Agreement. The Mayor and Clerk-Treasurer shall execute and the Clerk-Treasurer shall deliver the bond to the Bondholder within ninety days of the adoption of this ordinance. The bond shall be dated as of as of the date of delivery. Section 6. The provisions of this Ordinance and the Loan Agreement securing the bonds shall constitute a contract binding between the City of Carmel and the holder of the Economic Development Revenue Bond, Series 1982 (Klein Bayley & Hoover Development Co., Inc. 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 holder so long as any of said bond or the interest thereon remains unpaid. Section 7. This Ordinance shall be in full force and effect from and after its passage and signing by the Mayor, and any Ordinance or provision thereof in conflict herewith is hereby repealed. Passed and adopted this 7th day of July, 1982. CARMEL COMMON COUNCIL Clerk-Treasurer - 5 - Presented by me to the Mayor of the City of Carmel, Indiana, on this ~. day of~ , 1982, at the hour 1982. Approved and signed by me on this ~/ day offS, ity-of ~arm~l - 6 - ][G]~ ~V~ILLER DONAD~O & RYAN u~ ~osu~ c~c~ I NDIANAPOLI$~ INDIANA ,4e204 September 14, 1982 Ms. Dorothy J. Hancock Clerk-Treasurer City of Carmel 40 East Main Street Carmel, Indiana 46032 Re: City of Carmel/Kartes Video Communications, Inc. Project and City of Carmel/Klein Bayley & Hoover Development Co., Inc. Project Dear Dottie: This is to confirm our telephone conversation of September 14, 1982, wherein I requested that ordinances for the two above- referenced economic development projects be placed On the agenda for the Common Council meeting of September 20, 1982. ordinances for each project have been adopted, but changes in the interest rates on each project require that new ordinances be adopted. Because of the change in I.C. 36-7-12 enacted bY the General Assembly in 1982, the Commen Council can approve the change in the terms of the financing without further hearings by the Eco- nomic Development Commission. Enclosed please find eight copies of each ordinance which the respective companies would like the Common council to consider. If you or any of the members of the Council have any ques- tions, please feel free to contact me. Very truly yours, ICE MILLER DONADIO & RYAN Ja~s A. Shanahan JAS:dks Enclosures cc: Mr. E. Davis Coots Mr. H. T. Schulhof Mr. David L. Kaplan Mr. L. H. Bayley