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HomeMy WebLinkAboutD-1834-06 Refunding Bond $10.5 Bond ;-\ Sponsors: Councilors Carter and Sharp ORDINANCE D-1834-06 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, APPROVING THE ISSUANCE OF REFUNDING BONDS, PLEDGING COUNTY OPTION INCOME TAX REVENUES OF THE CITY TO THE PAYMENT THEREOF, AND TAKING OTHER ACTIONS RELATED THERETO WHEREAS, the City of Carmel Redevelopment Commission (the "Redevelopment Commission"), governing body of the City of Carmel Redevelopment District (the "District"), previously issued its City of Carmel, Indiana Redevelopment District Taxable County Option Income Tax Revenue Bonds of 1998 in the original aggregate principal amount of$10,500,000 (the "1998 Bonds"); and WHEREAS, the Redevelopment Commission on October 17,2006, authorized the issuance of bonds payable from the county option income tax revenues of the City of Carmel, Indiana (the "City"), in the maximum principal amount of $9,500,000, for the purpose of advance refunding the 1998 Bonds, pursuant to Section 25.1 ofIndiana Code 36-7-14 (the "Act") and Indiana Code 5-1-5; and WHEREAS, the Hamilton County Income Tax Council has imposed a county option income tax (the "COIT") pursuant to Indiana Code 6-3.5-6 on the adjusted gross income of Hamilton County (the "County") taxpayers; ami WHEREAS, Indiana Code 6-3.5-6 provides that revenue derived from the imposition of the COlT shall be distributed to the County monthly on the first day of each month (the City's share of each such monthly distribution, a "Monthly Distribution"); and WHEREAS, Section 25.5 of the Act authorizes the City of Carmel, Indiana (the "City") to pledge its Monthly Distributions of COlT revenues to pay bonds issued under Section 25.1 ofthe Act; and WHEREAS, on July 7, 1997, the Common Council of the City (the "Common Council") adopted its Ordinance No. 0-1302-97 (the "COlT Ordinance"), pursuant to which the Common Council, on behalf of the City, pledged and assigned the City's Monthly Distributions of COlT revenues for the payment of any bond, note, warrant or other evidence of indebtedness, any lease or any other obligation (any bond, note, warrant or other evidence of indebtedness, any lease or any other obligation, individually, an "Obligation" and, collectively, the "Obligations") identified by ordinance of the Common Council as an obligation secured by the COlT Ordinance (any Obligation so identified as an obligation secured by the COlT Ordinance, individually, a "Secured Obligation" and, collectively, the "Secured Obligations"), if certain conditions are satisfied, and such conditions have been satisfied; NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF CITY OF CARMEL, INDIANA, as follows: Section I. Pledge of Pledged Revenues. The Common Council hereby approves the issuance ofthe Bonds. Pursuant to Section 25.5 of the Act, the Common Council, on behalf of the City, hereby pledges and assigns the City's Monthly Distributions of COlT revenues for the payment of the Secured Obligations, including the Bonds. The Common Council hereby identifies each ofthe Bonds as an obligation secured by the COlT Ordinance. Section 2. Creation of Contract Amendment of Ordinance. (a) The provisions of this Ordinance shall constitute a contract by and between the City and the obligees ofthe Secured Obligations (including the Bonds). After the issuance of any Secured Obligations, the Common Council shall not, except as specifically provided in Section 2(b) or 2(c) hereof, repeal, modify or amend this Ordinance. (b) The Common Council may, from time to time and at any time, without the consent of ornotice to any obligees under any Secured Obligations, adopt a supplemental ordinance to modify or amend this Ordinance for anyone or more of the following purposes: (i) To cure any ambiguity or formal defect or omission in this Ordinance or in any supplemental ordinance; (ii) To grant to or confer upon any obligees under any Secured Obligations any additional benefits, rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon such obligees under such Secured Obligations; (iii) To modify or amend this Ordinance to permit the qualification of any Secured Obligations for sale under the securities laws of the United States of America or any of the states of the United States of America; (iv) To provide for the refunding or advance refunding of any Secured Obligations; (v) To procure a rating on any Secured Obligations from a nationally recognized securities rating agency, designated in such supplemental ordinance, if such supplemental ordinance will not materially adversely affect the interests of any obligees under any Secured Obligations; (vi) To make changes to reflect the identification of any Obligation as an obligation secured by the COlT Ordinance in accordance with Section 3 thereof; or (vii) Any other purpose which, in the judgment of the Common Council, does not materially adversely affect the interests of any obligees under any Secured Obligations. 2 (c) This Ordinance, and the rights and obligations of the City and any obligees under any Secured Obligations, may be modified or amended from time to time at any time by a supplemental ordinance adopted by the Common Council with the consent of the obligees under the Secured Obligations affected by such modification or amendment, holding at least a majority in aggregate principal amount of such Secured Obligations then outstanding (exclusive of Secured Obligations, if any, owned by the City); provided, however, that no such modification or amendment shall, without the express consent of all of the obligees under the Secured Obligations affected by such modification or amendment, permit a privilege or priority of any of such Secured Obligations over any other of such Secured Obligations, or create a lien securing any of such Secured Obligations other than a lien ratably securing all of such Secured Obligations, nor shall any such modification or amendment reduce the percentage of consent required for amendment or modification of this Ordinance. Any act done pursuant to a modification or amendment so consented to shall be binding upon all the obligees under the Secured Obligations and shall not be deemed an infringement of any ofthe provisions of this Ordinance, and may be done and performed as fully and freely as if expressly permitted by the terms ofthis Ordinance, and, after such consent relating to such specified matters has been given, no obligees under the Secured Obligations shall have any right or interest to object to such action or in any manner to question the propriety thereof or to enjoin or restrain the City or any officer thereoffrom taking any action pursuant thereto. [fthe City shall desire to obtain any such consent to any modification or amendment of this Ordinance, it shall mail or cause to be mailed a notice, postage prepaid, to the respective obligees under the Secured Obligations affected by such modification or amendment. Such notice shall briefly set forth the nature of the proposed supplemental ordinance and shall state that a copy thereof is on file for inspection by all obligees under such Secured Obligations. The City shall not, however, be subject to any liability to any obligees under any Secured Obligations by reason of its failure to mail the notice described in this Section 2, and any such failure shall not affect the validity of ~uch supplemental ordinance when consented to and approved as provided in this Section 2. Whenever, at any time within one year after the date of the mailing of such notice, the City shall receive an instrument or instruments purporting to be executed by the obligees under such Secured Obligations of not less than a majority in aggregate principal amount of such Secured Obligations then outstanding (exclusive of Secured Obligations, if any, owned by the City), which instrument or instruments shall refer to the proposed supplemental ordinance described in such notice, and shall specifically consent to and approve the adoption thereofin substantially the form of the copy thereof referred to in such notice as on file, thereupon, but not otherwise, the Common Council may adopt such supplemental ordinance in substantially such form, without liability or responsibility to any obligees under the Secured Obligations, whether or not such obligee shall have consented thereto. (d) Upon the adoption of any supplemental ordinance pursuant to the provisions of this Section 2, this Ordinance shall be, and is deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Ordinance shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. 3 Section 3. Severabilitv. Ifany part of this Ordinance shall be adjudged to be invalid by a court of proper jurisdiction, it shall be conclusively presumed that the Common Council would have passed the remainder ofthis Ordinance without such invalid part. Section 4. Repeal of Conflicting Ordinances. All ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Ordinance, are, to the extent of such conflict, hereby repealed. Section 5. Authorization of Other Actions. Each of the Mayor, any member ofthe Common Council 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, 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 6. Pursuant to Indiana Code 36-7-14-25.I(p), this Ordinance shall constitute the resolution of the Common Council approving the issuance of the Bonds. Section 7. 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. PASSED by the Common Council ofthe City of Carmel, this I.D * day of ~~ 2006, by a vote of "1 ayes and 0 nays. - \. COMMON COUNCIL FOR THE CITY OF CARMEL Mark Rattermann 4 Presented by me to the Mayor of the City of Carmel, Indiana, on this (p -tl-day of rJ ~ , 2006, at 7.'/0 ~. M. ~~ Diana L. Cordray, IAMC, Clerk-Tc Approved by me, Mayor ofthe City of Carmel, Indiana, this to -++ctay of N ~ , 2006, at 7:10 ~.M. ATTEST: ~~ Diana L. Cordray. IAMC, Cler -L easurer Prepared by: Bruce D. Donaldson Barnes & Thornburg LLP 11 S. Meridian Street Indianapolis, Indiana 46204 INDSOI BBINGHAM 893001 \'2 5