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HomeMy WebLinkAboutCC-12-19-22-01 Payment of Outstanding 2013 Redevelopment District Bonds that funded Illinois Street Project & Approval of Related Amendments to the TIF Revenue Deposit Agreement Sponsor: Councilor Worrell RESOLUTION CC-12-19-22-01 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA AUTHORIZING THE CASH DEFEASANCE AND RETIREMENT OF CERTAIN REDEVELOPMENT DISTRICT BONDS, APPROVING THE FORM OF AN AMENDED AND RESTATED REVENUE DEPOSIT AGREEMENT AND AUTHORIZING MATTERS RELATED THERETO Synopsis: Resolution approves (1) the payment in full of all outstanding 2013 Redevelopment District Bonds that funded the Illinois Street project, and (2) related amendments to the TIF revenue deposit agreement between the City and the CRC. WHEREAS, the City of Carmel Redevelopment Commission (the “Commission”) pursuant to IC 36-7-14 (the “Act”) serves as the governing body of the City of Carmel Redevelopment District (the “District”); and WHEREAS, the Commission 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 (including the hereinafter defined 2013 Bonds) 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 WHEREAS, the City of Carmel, Indiana (the “City”) and the Commission have previously executed the Amended and Restated Revenue Deposit Agreement, dated as of September 14, 2021 (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 to establish a supplemental reserve fund thereunder (the “Supplemental Reserve Fund”); and WHEREAS, pursuant to Resolution No. 2013-5, adopted by the Commission on October 16, 2013 (the “Bond Resolution”), as approved by Resolution CC-11-04-13-02 (formerly CC-10- 07-13-02), As Amended, adopted by the Common Council of the City (the “Common Council”) on November 4, 2013, the Commission, as governing body of the District and acting in the name of the City, issued its City of Carmel, Indiana Redevelopment District Bonds of 2013 (Illinois Street Project), on December 5, 2013 (the “2013 Bonds”), currently outstanding on the date hereof in the aggregate principal amount of $4,830,000, and maturing or subject to mandatory sinking fund redemption in various amounts on each January 15 and July 15 with a final maturity date of January 15, 2035; and WHEREAS, the 2013 Bonds maturing on and after July 15, 2022, are subject to redemption, at the option of the Commission, on January 15, 2022, or any date thereafter, upon DocuSign Envelope ID: 91E397CA-3320-4B5A-B5CC-E08232D0863D 2 thirty (30) days’ written notice, at 100% of the face value plus accrued interest to the date fixed for redemption; and WHEREAS, the City and the Commission have determined, with the financial advice of Baker Tilly Municipal Advisors, LLC, as municipal advisor to the City and the Commission, that it is in the best interests of the City and the Commission to defease and retire the 2013 Bonds by applying funds of the Commission on deposit in the Supplemental Reserve Fund to the defeasance and retirement thereof; and WHEREAS, a need exists to further amend and restate the Existing Revenue Deposit Agreement to (a) reflect the anticipated defeasance of the 2013 Bonds, (b) revise the requirements for the Supplemental Reserve Fund, and (c) add additional allocation areas, together with the additional TIF Revenues derived therefrom, to the terms of the agreement (collectively, the “2022 Amendments”); NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Carmel, Indiana, as follows: 1. Cash Defeasance and Retirement of 2013 Bonds. The Council hereby authorizes and approves of the use of amounts currently on deposit in the S upplemental Reserve Fund to defease and retire the outstanding 2013 Bonds. The Council hereby orders, authorizes and directs the City Controller to apply amounts on deposit in the Supplemental Reserve Fund to the defeasance and retirement of the 2013 Bonds as soon as can be done. The proper officers of the City are hereby authorized and directed to enter into such agreements or to take such actions and execute such documents, including providing any directions or notices related thereto, as they shall determine necessary to effect the cash defeasance and retirement of the 2013 Bonds. 2. Revenue Deposit Agreement. In order to facilitate the defeasance of the 2013 Bonds and add additional allocation areas to the terms thereof, the Mayor is hereby authorized to execute an Amended & Restated Revenue Deposit Agreement reflecting the 2022 Amendments, in substantially the form presented to this meeting. 3. Effectiveness. This Resolution shall be in full force and effect from and after its passage by the Council and approval by the Mayor as required by law. DocuSign Envelope ID: 91E397CA-3320-4B5A-B5CC-E08232D0863D 3 PASSED by the Common Council of the City of Carmel, this _____ day of _____________, 2023, by a vote of ______ ayes and ____ nays. COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA ___________________________________ Jeff Worrell, President Laura Campbell, Vice-President ___________________________________ ____________________________________ Kevin D. Rider H. Bruce Kimball ___________________________________ ____________________________________ Sue Finkam Anthony Green ___________________________________ ___________________________________ Adam Aasen Tim Hannon ___________________________________ Miles Nelson ATTEST: __________________________________ Sue Wolfgang, Clerk Presented by me to the Mayor of the City of Carmel, Indiana this ____ day of _________________________ 2023, at _______ __.M. ____________________________________ Sue Wolfgang, Clerk Approved by me, Mayor of the City of Carmel, Indiana, this _____ day of ________________________ 2023, at _______ __.M. ____________________________________ James Brainard, Mayor ATTEST: Sue Wolfgang, Clerk Prepared by: Bruce D. Donaldson Barnes & Thornburg LLP 11 South Meridian Street Indianapolis, IN 46204 DMS 24440803.1 DocuSign Envelope ID: 91E397CA-3320-4B5A-B5CC-E08232D0863D PJanuary3:00 2:30 9th Not Present P 11th 11th January