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HomeMy WebLinkAboutCCM-03-27-98 SpecialCity Carmel MEETING NOTICE SPECIAL MEETING CARMEL CITY COUNCIL MEETING FRIDAY, MARCH 27, 1998-- 3:30 P.M. COUNCIL CHAMBERS / CITY HALL/ONE CIVIC SQUARE The Carmel City Council will have a special meeting oh Friday, March 27, 1998, at 3:30 p.m. in Council Chambers, City Hall, One Civic Square. The purpose of the meeting is city business. ONE CIVIC SQUARE CARMEL, INDIANA 46032 317/571-2400 CARMEL CITY COUNCIL MEETING MINUTES FRIDAY, MARCH 27, 1998 -- 3:30 P.M. COUNCIL CHAMBERS / CITY HALL / ONE CIVIC SQUARE MEMBERS PRESENT: Mayor James Brainard; Council President Robert Battreall; Councilors Kevin Kirby, Jim Miller, Norm Rundle, Luci Snyder, Ron Carter and Billy Walker. Clerk- Treasurer Diana Cordray also attended. Mayor James Brainard called the meeting to order 3:45 p.m. Mike Eckerle of McHale Cook & Welch, the council attorney, presented an agreement between the Carmel Redevelopment Authority, the Carmel Redevelopment Commission, the Carmel Common Council, the Mayor and the Clerk-Treasurer to the council as given him from Neil Steinbart of Barnes & Thomburg, the Carmel Redevelopment Authority's bond counsel. Councilors discussed this agreement, a contract regarding the bond issue for the City Center Project. Councilor Carter moved to add the words in writing to Section 3, in subpoint (a), after the words who disputes and before the words such proposed contract (Exhibit A). Councilor Walker seconded. The amendment to the agreement was approved 7-0. The meeting was adjourned at 4:15 p.m. Attest: AGREEMENT THIS AGREEMENT, dated as of March 27, 1998 (this "Agreement"), by and between the City of Carmel Redevelopment Authority, a redevelopment authority organized and existing under Indiana Code 36-7-I~-.5 (the "Authority'), the City of Carmel Redevetopmem Commission, a redevelopmenr commission organized and existing under Indiana Code 36-7-I4 (the "Commission"), the Common Council of the City of Carmel, Indiana (the "City."), a common council organized and existing under Indiana Code 36-~--6 (the "Council"), and the Mayor of the City ('Mayor'), joined in by the Clerk-Treasurer of the City (the 'Clerk-Treasurer"); W1TNESSETH THAT: WHEREAS, on September 4, t997, the Authority issued the City of Carmel Redevelopment Authority (City of CarmeI, Indiana) County Option Income Tax 'Lease Rental Revenue Bonds of 1997, in an aggregate principaI amount of $32.000.000 (+,he "Bonds"), pursuant to lndia,~a Code Sections 5-I-3, 36-%14, 36-7-1~-.5 and 36-7-25 and Resolution No. 8-5-1997-01 adopted by the Authority on August 5, 1997, (the "Resolution"); and WHEREAS, the Commission has leased the Leased Premises financed by the Bonds; and WHEREAS, the parties hereto desire, by this Agreement, to provide procedures for the approval of certain future expenditures of Bond proceeds; NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and suf-nciency of which are hereby acknowledged, the parties hereto hereby agree as foIlows: Section 1. Contract A¢orovals. From and after the dare hereof, the Authority shall approve ail agreements or contracts, and change orders to any such agreements or contracts or to agreements or contracts entered into prior to the da~e hereof, for the expenditure of Proceeds (singIy or together hereafter referred to as "contracts' or 'change orders'), and shall conduct ali bid proceedings, if required by applicable law, with respect thereto. Section 2. Expenditures. From and after the date hereof, the Authority shall not enter into and execute any contract nor award any bid for a contract, or issue any change order, which contempla~'es or involves any Expenditure (as hereinafter defined), unless such contract (including any award of a bid for a contract) or change order is approved by the Authority and the Council in accordance with Section 3 thereof. Section 3. Ar~vroval. After the Authority approves any proposed contract (including any proposed award of a bid for a contract) or proposed change order for any Expenditure, the Authority shall deliver written notice of irs approval of such proposed contract (or proposed award of bid) or proposed change order to the Clerk-Treasurer, together with instructions to deliver a copy of such notice to each member of the Council by the close of business on the business day after the Authority's delivery of such notice to the Clerk-Treasurer. If the Authority so delivers such notice and instructions, the Council shall be deemed to have approved such contract (or award of bid) or change order at the close of business on the fifth business day after the date by which the Clerk-Treasurer was so instructed by the Authority to deliver a copy of such notice to each member of the Council (the "Effective Date"), unless: (a) by the clO_~~ of business on the Effective Dare, any member of the Council who disputes~'suci~ proposed contract (or proposed award of bid) or proposed change order requests the Clerk-Treasurer toi place such dispute on the agenda for the next meeting of the Council; and (b) at such meeting,' the CounciI dimpproves sucls proposed contract (or proposed award of bid) or proposed change order by a vote of a majoriq' of the elected members of the Council. Section ~-. Definitions. For purposes of this Agreement, each of t,he following terms shall have the meaning assigned to it by this Section 4: (a) "Expenditure" means any payment or other disposition of any Proceeds, excluding: (i) any payment of principal of or premium, if any, or interest on the Bonds, (ii) any payment of architectural, engineering, accounting, financial advisoo', legal or other professional services, (iii) any payment of any costs of issuance of the Bonds, (iv) any investment of any Proceeds in any interest-bearing instruments, or (v) any payment(s) or'other disposition(s), whether individually or in the aggregate if the contracted matter for ,"hich payment(s) or disposition(s) is/are being made is completed in one or more steps or is part of a set or series of related contracted matters with a single person or vendor, of any Proceeds in an amount less than $75,000. (b) "Proceeds" means any amounts received by the Commission from its original issuance and sale of ,,_he Bonds, and any interest earnings thereon. Section 5. Amendments, This Agreement may be amended or terminated only by the written ~reement of both of the parties hereto. Section 6. Governin~ Law. This Agreement and the rights and obligations hereunder shall be governed by and construed and enforced in accordance with the internal laws of t_he State of Indiana. without reference to any choice of law principles. Section 7. Severabilitv. If amy portion of this Agreement is held or deemed to be, or is, invalid, illegal, inoperable or unenforceable, the validity, legality, operability and enforceability of the remaining portions of this Agreement shall not be affected, and this Agreement shall be construed as of it did not contain such invalid, illegal, inoperable or unenforce .able portion. Section 8. lntemremtion. The use herein of the singular shall be construed to include the plural, and vice versa. Unless otherwise indicated, the words "hereof," "herein," "hereby" and "hereunder," and words of similar import, refer to this Agreement as a whole and not to any particular section, subsection, clause or other portion of this Agreement. Section 9. Calxions. The captions appearing in this Agreement are included herein for convenience of reference only, and shall not be deemed to define, limit or extend the ~cope or intent of any rights or obligations under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY OF CARMEL REDEVELOPMENT AUTHORITY CITY OF CARMEL REDEVELOPMENT COMMISSION Title: COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA Printed: Title: Pr MAYO~, CITY OF CARMEL, INDIANA' ames C. Brainard The Cler!~-Treasurer hereby acknowledges and agrees to the procedures set forth in Section 3. CLERK-TREASURER, CITY OF CARMEL, INDIANA