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HomeMy WebLinkAboutResolution 2020-28 (2020A and 2020B Refunding Bonds approval)RESOLUTION NO.2020-28 RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION AUTHORIZING THE EXECUTION OF AMENDMENTS TO EXISTING LEASE AGREEMENTS BETWEEN THE CITY OF CARMEL REDEVELOPMENT AUTHORITY AND THE CITY OF CARMEL REDEVELOPMENT COMMISSION AND APPROVING CERTAIN MATTERS RELATED THERETO WHEREAS, the City of Carmel Redevelopment Authority (the "Authority") has been created pursuant to IC 36-7-14.5, as amended (the "Act"), as a separate body corporate and politic, and as an instrumentality of City of Carmel, Indiana (the "City") to finance local public improvements for lease to the City of Carmel Redevelopment Commission (the "Commission"); and WHEREAS, the Authority, as lessor, and the Commission, as lessee, entered into a Lease Agreement, dated as of November 20, 2012, as amended by an Addendum to Lease Agreement, dated as of December 27, 2012 (collectively, the "Original 2012 Lease"); and WHEREAS, the Authority previously issued its Lease Rental Revenue Multipurpose Bonds, Series 2012A (the "2012A Bonds"), in the original aggregate principal amount of One Hundred Fifteen Million Nine Hundred Thousand Dollars ($115,900,000,000) and Lease Rental Revenue Multipurpose Bonds, Series 2012B (Taxable) (the "2012B Bonds"), in the original aggregate principal amount of Sixty -Nine Million Two Hundred Forty -Five Thousand Dollars ($69,245,000), pursuant to a Trust Indenture, dated as of December 1, 2012 (the "Original 2012 Indenture"), between the Lessor and The Huntington National Bank, as trustee (the "2012 Trustee"); and WHEREAS, the 2012A Bonds are currently outstanding in the aggregate principal amount of One Hundred Fifteen Million Nine Hundred Thousand Dollars ($115,900,000); and WHEREAS, the Authority, as lessor, and the Commission, as lessee, entered into a Lease Agreement, dated as of July 12, 2005, as amended by an Addendum to Lease, dated December 6, 2005, as amended by a First Amendment to Lease Agreement, dated as of January 19, 2010, and as further amended by a Second Amendment to Lease Agreement, dated as of May 1, 2014 (collectively, the "Original 2014 Lease"); and WHEREAS, the Authority previously issued its Lease Rental Revenue Refunding Bonds, Series 2014 (Performing Arts Center Project) (the "2014 Bonds"), in the original aggregate principal amount of Fifty -Five Million Six Hundred Eighty -Five Thousand Dollars ($55,685,000), pursuant to a Trust Indenture, dated as of December 1, 2005 (the "Original 2005 Indenture"), as amended by a First Supplemental Trust Indenture, dated as of May 1, 2014 (the "First Supplemental Indenture", and together with the Original 2005 Indenture, the "Original 2014 Indenture"), each by and between the Authority and The Bank of New York Mellon Trust Company, N.A. (ultimate successor to J.P. Morgan Trust Company, National Association), as trustee (the "2014 Trustee"); and WHEREAS, pursuant to the Original 2005 Indenture, the Authority has also issued its Lease Rental Revenue Bonds of 2005 (Capital Appreciation Bonds) (the "2005 CABS"), in the aggregate issued about of Twenty -Seven Million Seven Hundred Ninety -Eight Thousand Two Hundred Twenty -Seven Thousand Dollars and Fifteen Centers ($27,798,227.15); and WHEREAS, the 2014 Bonds are currently outstanding in the aggregate principal amount of Fifty -Four Million Seven Hundred Forty Thousand Dollars ($54,740,000); and WHEREAS, Indiana Code 36-7-14.5 authorizes the refunding of bonds issued by the Authority; and WHEREAS, due to favorable market conditions, the Authority desires to refund all of the outstanding 2012A Bonds (collectively, the "Refunded 2012A Bonds") in order to effect a savings in the interest costs on the Refunded 2012A Bonds; and WHEREAS, due to favorable market conditions, the Authority desires to refund all of the outstanding 2014 Bonds (collectively, the "Refunded 2014 Bonds") in order to effect a savings in the interest costs on the Refunded 2014 Bonds; and WHEREAS, the Authority now desires to authorize the issuance of one or more series of refunding bonds designated as the "City of Carmel Redevelopment Authority [Taxable] Lease Rental Revenue Refunding Bonds, Series 2020A (with such additional or different series designation as may be determined to be necessary or appropriate), in an aggregate principal amount not to exceed of One Hundred Thirty Million Dollars ($130,000,000) (the "2020A Bonds"), for the purpose of providing funds to (a) effect a refunding of all of the Refunded 2012A Bonds, (b) if necessary, fund one or more debt service reserve funds or pay the premiums for one or more debt service reserve fund surety policies, and (c) pay the costs incurred on the account of the issuance and sale of the 2020A Bonds; and (clauses (a) through and including (c), collectively, the "2012A Refunding"); and WHEREAS, the Authority now desires to authorize the issuance of one or more series of refunding bonds designated as the "City of Carmel Redevelopment Authority [Taxable] Lease Rental Revenue Refunding Bonds, Series 2020B (with such additional or different series designation as may be determined to be necessary or appropriate), in an aggregate principal amount not to exceed of Sixty -Five Million Dollars ($65,000,000) (the "2020B Bonds"), for the purpose of providing funds to (a) effect a refunding of all of the Refunded 2014 Bonds, (b) if necessary, fund one or more debt service reserve funds or pay the premiums for one or more debt service reserve fund surety policies, and (c) pay the costs incurred on the account of the issuance and sale of the 2020B Bonds; and (clauses (a) through and including (c), collectively, the "2014 Refunding"); and WHEREAS, pursuant to the Original 2012 Lease, as consideration for the Leased Premises (as defined in the Original 2012 Lease), the Commission has agreed to pay the Authority fixed annual rental payments, in an amount sufficient to pay principal and interest due on the 2012A Bonds in each twelve month period, plus certain administrative expenses, payable in semi-annual installments on each January 15 and July 15; and 0 WHEREAS, in connection with the 2012A Refunding, it is necessary for the Commission to approve an amendment to the Original 2012 Lease, in substantially the form presented at this meeting (the "2012A Lease Amendment"), for the purpose of reducing the annual lease rental payments due under the Original 2012 Lease to correspond with the reduced debt service owed with respect to the 2020A Bonds, plus certain annual administrative costs and expenses related to the 2020A Bonds, thereby allowing the Commission to realize the savings achieved by refunding the Refunded 2012A Bonds; and WHEREAS, the Commission now desires to approve the 2012A Lease Amendment pursuant to the Act; and WHEREAS, the annual rentals payable by the Commission under the Original 2012 Lease, as amended by the 2012A Lease Amendment (collectively, the "2012 Lease") will be pledged by the Authority to pay debt service on the 2020A Bonds and the 2012B Bonds; and WHEREAS, pursuant to the Original 2014 Lease, as consideration for the Leased Premises (as defined in the Original 2014 Lease), the Commission has agreed to pay the Authority fixed annual rental payments, in an amount sufficient to pay principal and interest due on the 2014 Bonds in each twelve month period, plus certain administrative expenses, payable in semi-annual installments on each January 1 and July 1; and WHEREAS, in connection with the 2014 Refunding, it is necessary for the Commission to approve an amendment to the Original 214 Lease, in substantially the form presented at this meeting (the "2014 Lease Amendment"), for the purpose of reducing the annual lease rental payments due under the Original 2014 Lease to correspond with the reduced debt service owed with respect to the 2020B Bonds, plus certain annual administrative costs and expenses related to the 2020B Bonds, thereby allowing the Commission to realize the savings achieved by refunding the Refunded 2014 Bonds; and WHEREAS, the Commission now desires to approve the 2014 Lease Amendment pursuant to the Act; and WHEREAS, the annual rentals payable by the Commission under the Original 2014 Lease, as amended by the 2014 Lease Amendment (collectively, the "2014 Lease") will be pledged by the Authority to pay debt service on the 2020B Bonds and the 2005 CABs; and WHEREAS, the Commission, as the governing body for the City of Carmel Redevelopment District (the "District") pursuant to the Act, has previously created certain "allocation areas" in order to capture property tax proceeds derived from incremental assessed valuation of real and certain depreciable personal property in such allocation areas which is in excess of the "base assessed value" (such property tax proceeds hereinafter referred to as "TIF Revenue"), all pursuant to and as described Indiana Code 36-7-14-39 and Indiana Code 36-7-14- 39.3; and WHEREAS, the Commission has previously incurred certain obligations in order to finance certain improvements located in, or serving or benefitting, one or more of such allocation areas, and the Commission reasonably expects to repay such obligations from TIF Revenue to be received from such allocation areas; and 3 WHEREAS, the City and the Commission have previously executed the Amended and Restated Revenue Deposit Agreement, dated as of April 9, 2019 (the "Existing Revenue Deposit Agreement"), in order to establish a procedure for setting aside the TIF Revenue, as and when received, for the purpose of ensuring the timely payment of such obligations as the same shall become due in accordance with their respective terms; and WHEREAS, a need exists to (a) supplement the list of allocation areas described and identified on Exhibit A to the Existing Revenue Deposit Agreement by adding (i) the South Rangeline Allocation Area (less developer portion), (ii) the Magnolia Allocation, (ill) the Franciscan Allocation Area (less company portion), (iv) the Smokey & Monon Allocation Area (less developer portion), (v) the Firehouse Allocation Area (less developer portion), and (vi) the South Pennsylvania Allocation Area (collectively, the "Additional Allocation Areas"), (b) revise the definition of certain obligations described therein to reflect the issuance of refunding bonds, (c) revise the requirements for the Supplemental Reserve Fund (as defined therein), and (d) make certain technical corrections to the Existing Revenue Deposit Agreement (clauses (a) through and including (d), the "2020 Amendments"); and WHEREAS, the Commission now desires to authorize and approve a new Amended and Restated Revenue Deposit Agreement, substantially in the form presented at this meeting (the "New Revenue Deposit Agreement"). NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CARMEL REDEVELOPMENT COMMISSION AS FOLLOWS: 1. The Commission hereby approves the issuance of the 2020A Bonds. 2. The Commission hereby approves the issuance of the 2020B Bonds. 3. The Commission hereby approves the proposed 2012A Lease Amendment in the form presented at this meeting. The President or any other officer of the Commission and the Secretary of this Commission are hereby authorized and directed, on behalf of the City, and subject to obtaining approval from the Common Council of the City (the "Council") by the resolution referred to in paragraph 8 hereof, to execute and deliver the 2012A Lease Amendment in substantially the form presented at this meeting, with such changes in form or substance as the President or any other officer of the Commission shall approve, such approval to be conclusively evidenced by the execution thereof. 4. The Commission hereby approves the proposed 2014 Lease Amendment in the form presented at this meeting. The President or any other officer of the Commission and the Secretary of this Commission are hereby authorized and directed, on behalf of the City, and subject to obtaining approval from the Council by the resolution referred to in paragraph 8 hereof, to execute and deliver the 2014 Lease Amendment in substantially the form presented at this meeting, with such changes in form or substance as the President or any other officer of the Commission shall approve, such approval to be conclusively evidenced by the execution thereof. 5. The Commission reasonably expects to pay the annual rentals during the term of the 2012 Lease with certain TIF Revenue derived from one or more allocation areas established within the District or other legally available revenues of the Commission, and the payment of the L, annual rental payments will be secured solely by a back-up pledge of revenues derived from a special benefits tax upon all of the taxable property within the geographical boundaries of the District levied pursuant to Indiana Code 36-7-14-27 (the "Special Tax"). 6. The Commission reasonably expects to pay the annual rentals during the term of the 2014 Lease with certain TIF Revenue derived from one or more allocation areas established within the District or other legally available revenues of the Commission, and the payment of the annual rental payments will be secured solely by a back-up pledge of revenues derived from the Special Tax. 7. The Commission hereby authorizes and approves the New Revenue Deposit Agreement in order to make the 2020 Amendments. The President or any other officer of the Commission is hereby authorized to execute the New Revenue Deposit Agreement on behalf of the Commission in substantially the form presented at this meeting, with such changes as the President or any other officer of the Commission shall approve, such approval to be conclusively evidenced by the execution thereof. 8. The Secretary of the Commission is hereby directed to transmit to the Council a copy of this Resolution and to request from the Council a resolution approving the 2012A Lease Amendment and the 2014 Lease Amendment. 9. The President, Vice President and Secretary of this Commission, and each of them, is hereby authorized and directed to take all such further actions and to execute all such instruments as are desirable to carry out the transactions contemplated by this Resolution, including, but not limited to, a continuing disclosure agreement (if necessary) and closing certifications, in such forms as the President, Vice President or Secretary executing the same shall deem proper, such desirability to be conclusively evidenced by the execution thereof, and any and all actions previously taken by any member of the Commission or representatives of the Commission in connection with the foregoing resolutions, be, and hereby are, ratified and approved. 10. If any part of this Resolution shall be adjudged to be invalid by a court of proper jurisdiction, it shall be conclusively presumed that the Commission would have passed the remainder of this Resolution without such invalid part. 11. All resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution, are, to the extent of such conflict, hereby repealed. 12. This Resolution shall be in full force and effect after adoption by the Commission. 6 ADOPTED the 121h day of August, 2020. DMS 17858346.2