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HomeMy WebLinkAboutCRC-12-1998 Issuance COIT Bond Center CenterRESOLUTION NO. 124998 RESOLUTION OF THE CITY OFC APPROVING AN AGREEMENT TO PROVIDE PROCEDURES' 'FOR APPROVAL OF CERTAIN EXPENDITURES OF BOND PROCEEDS, PROVIDINGFOR:DEPOSIT OF.CERTAIN FUNDS AND ACCOUNTS, AND TAKING OTHER ACTIONS RELATED THERETO WHEREAS, the City ofCarmelRedeve]opriieiilConimission:(the"Commission")authorized, the issuance of the City of Carmel, Indiana; RedevelopmentDi'strict Taxable County Option Income Tax Revenue Bonds of 1998 {City Center RedevelopmentProject),pursuant to Indiana. Code Section 35-7.44-25.1 and Resolution-No. 4-1918 adopted by the Commission on January 15, 1998. (the "Resolution"); and WHEREAS, the City' of Carmel, Redevelopment- Authority issued its City of Carmel Redevelopment Authority County Option Income Tax Lease Rental Revenue. Bonds, of 1997 on. September 4, 1997; NOW, THERfiFOREi 13E IT RESOLVED BY THE CITY OF CARMEL REDEVELOP.MENTCOMNESSION; T14E,GOVERNTNG BODY OF THECITY OF CARMEL. REDEVELOPMENT DISTRICT„AS FOLLOWS: SECTION 1. Commission's Bonds. The agreement„ a,copy of which is attached hereto as Exhibit is hereby approved. The President or any other officer, of the Commission is hereby authorized and directed, for;and on behalf of the Commission, to execute and deliver such agreement, together with such changes. thereto as such officei determines to be necessary or appropriate, such deterininationto be conclusivelyev2dcnGed by such officer's having executed and delivered such agreements SECTION 2. Authority's Bonds. The agreement, a copy of.which is attached hereto as hibitB,•is.hereby approved. 'The President or any other _officer of the Commission is hereby authorized and directed, 'for and on behalf'4 the Commission, to execute and deliver such agreement; together with such .changes thereto as -such officer determines to be. necessary or appropriate, such determinationto be.conclusively evidenced by such officer's.havirig executed and delivered such agreeinetit.: SECTION 3. Funds and -Accounts. All. funds and accounts created under the'Resoiution, including the Redevelopment District County Option Income Tax Fund and the Project Fund, shall be deposited:with such depository or depositories as are (a) included in a list of qualified depositories prepared by the Clerk-Treasurerof the City and (b) selected'from such list by the Mayor of.the City. SECTION 4. Other Actions. Each officer of the Commission is.hereby authorized and directedJor.:and-ori behalf of he Commission, to executeland deliver any contract, agreement or other instrument, or to take any other action, determined by such officer to be necessary or appropriate to effect the transactions contemplated by this resolution, such determination to be conclusively evidenced by such officer's having executed and delivered such contract, agreement or other instrument, or having taken such other action, and any such contract, agreement or other instrument heretofore executed and delivered, and any such action heretofore taken, is hereby ratified and approved. SECTION 5. Effectiveness. This resolution shall be in full force and effect from and after its passage. Adopted at a public meeting of the City of Carmel Redevelopment Commission in the Council Chambers of Carmel City Hall, One Civic Square, which meeting was held at 2:45 p.m. Carmel time on March 27, 1998. CITY OF CARMEL REDEVELOPMENT COMMISSION President Vice President Secretary Member f S01 WS 251920 2 Exhibit A AGREEMENT THIS AGREEMLNT,, dated as of March 27, 1998 (this "Agreement"), by and between the City of Carmel Redevelopment; Commission, a redevelopment-commission organized and existing under Indiana Code 36`7-14 (the "Commission"), the Common Council of the City of Carmel, Indiana (the'"City"), a common council organized'and existing under Indiana Code 36-4- 5 (the "Council"), and the Mayor of:the City("Mayor"), joined.,in bythe Clerk-Treasurer of the City (the "Clerk-Treasurer"); R'ITNESSETH THAT: WHEREAS, the Commission proposes to issue the. City of Carmel, Indiana, Redevelopment District, Taxable County Option-Income Tax Revenue Bonds of,1998,(City:Center Redevelopment Project), it an aggregate prificipal,,amom not to exceed $;10,$OO;OW (the "Bonds"); pursuant to Indiana:Code Section 36-7-14-25.1 and Resolution No. 4 1998, adopted by the Commission on January 15,, 1998 (the. "Resolution"); and WHEREAS, the parries hereto desire, by this Agreement" to provide procedures for the approval of certain expenditures-.of Bond proexeds NOW, THEREFORE,, in consideration of the foregoing and other gpod and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: Section 1. Contract Approvals: The Commission shall approve all agreements or contracts,. and change orders, to any such 'agreements or contracts, for the expenditure of Proceeds (singly or together hereafter',referred' to as "contracts" or "change orders"), and shall conduct all bid proceedings, if,required by applicable''law, with respect thereto: Section 2. Expenditures. The Commission shaE not, enter into and execute any contract: nor award any bid for a contract,,or issue any change order, which contemplates or involves any Expenditure (as bereinafter defined), unless such contract (includ_ing,any award of a did fora contract) or' change order is approved by the Commission and the Council in accordance with Section 3 thereof. Section-3. Approval, After the Commission approves any proposed contract (including any proposed award of a bid for 'a contract) or proposed change, order for any Expenditure, the Commission shall deliver written notice of its,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 Commission''s delivery of such _notice to the Clerk- TreasUrer. If the, Commission so, delivers such notice And instructions, the Council shall be deemed to have approved such contract-,(or- award of bid) or, change ordenat the close of business on the'fifih business day after, the date by which the Clerk-Treasurer was so instructed by the Commission to deliver a copy of'.such.notice to each member of the Council (the "Effective Date"), unless; (a) by the close of business on -the Effective Date, any member of. the Council who disputes such :proposed 'contract (or proposed award of'bid) or proposed change order requests the Clerk=Treasurer to place such, dispute on the agenda for.the.next meeting of the rn w ?,> t?.5 Council; and (b) at such meeting, the Council disapproves such proposed contract (or proposed award of bid) or proposed change order by a vote of a majority of the elected members of the Council. Section 4. Definitions. For purposes of this Agreement, each of the 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 advisory, 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 which payment(s) or disposition(s) is/are being made is completed in one or more steps or is pan of a set or series of related contracted matters with'a single person or vendor, o` 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 the Bonds, and any interest earnings thereon. Section 5. Amendments. This Agreement may be amended or terminated only by the written agreement of both of the parties hereto. Section 6. Governine Law. This Agreement and the rights and obligations hereunder shall be governed by and construed and enforced in accordance with the internal laws of the State of Indiana, without reference to any choice of law principles. Section 7. Severability. If any 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 unenforceable portion. Section 8. Interpretation. 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. Captions. 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 scope or intent of any rights or obligations under this Agreement. 2 IN WITNESS ;WHEREOiF, the partimhereto,have executed-this Agreement as of the day and year first ahove. written. CITY`OF'CARMEL REDEVELOPMENT COMMISSION By t,_ Printed: Title: COMMON COUNCIL,OF THE CITY OF CARMEL, INDIANA By:_ Printed: Title: MAYOR,-CITY OF CARMEL-INDIANA James C. Brainard The Clerk-Treasurer'hereby acknowledges andI-agrees to the procedures set forth in Secfiori 3. CLERK=TREASURER, CITY OF CARMEL, INDIANA Diana L. Cordray 3 Exhibit B 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 36-7-14.5 (the "Authority"), the City of Carmel Redevelopment Commission, a redevelopment commission organized and existing under Indiana Code 36-7-14 (the "Commission"), the Common Council of the City of Carmel, Indiana (the "City"), a common council organized and existing under Indiana Code 36-4-6 (the "Council"), and the Mayor of the City ("Mayor"), joined in by the Clerk-Treasurer of the City (the "Clerk-Treasurer"), WITNESSETH THAT: WHEREAS, on September 4, 1997, the Authority issued the City of Carmel Redevelopment Authority (City of Carmel, Indiana) County Option Income Tax -Lease Rental Revenue -Bonds of 1997, in an aggregate principal amount of $32,000,000 (the "Bonds"), pursuant to Indiana Code Sections 5-1-3; 36-7-14, 36-7-14.5 and 36-7-25 and Resolution No. 8-5-1997-01 adopted by the Authority on P.-,,.gust 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 sufficiency of which are hereby acknowledged, the parries hereto hereby agree as follows: Section 1. Contract Approvals. From and after the date hereof, the Authority shall approve all agreements or contracts, and change orders to any such agreements or contracts or to agreements or contracts entered into prior to the date hereof, for the expenditure of Proceeds (singly or together hereafter referred to as "contracts" or "change orders"), and shall conduct all 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 anv contract nor award any bid for a contract, or issue any change order, which contemplaies 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- Approval. 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 its 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 busine§F 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 close of business on the Effective Date, any member of the Council` who disputes such proposed contract (or 'proposed award of bid) or prop"used change order requests the Clerk- reasurer to rat„g place such, dispute on the.•agenda for the next meeting of the Council; and (b), at. such meeting,. the Council disapproves suclrproposed contract (or proposed:award of bid) or proposed change order by a vote-of a?majoriry of the elected members of the COUndil- Section 4. Definitions. For purposes of this, Agreement, each -of.the 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) anypaymeni of architectural, engineering, accounting, financial advisory, legal or other professional, services, (iii) any, payment of any costs of-issuance of th6 .l3onds, (iv) any investment of anyIProceeds in any interest-be_aring instruments, or (v) any payment(s) or other disposition(s), whether individually or in the aggregate if the contracted matter for, :-hieh payment(s) or disposition(s) Ware 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 ckhe' Bonds; and any, interest earnings thereon. Section 5. Amendments, This Agreement, maybe amended or terminated only by. the written agreement.of both of the parties hereto. Section 6. Governing Law: This .Agreement andtthe rights and obligations' hereunder shall be goyerned,by andconstrued and enforced,in accordance with the internal laws of the State of lndiana, without,reference to any-choice,of law principles. Section 7. Severabiliiv. if any portion of thi's Agreement is held or deemed,io be, _or is, invalid, illegal, inoperable or unenforceable; the validity, legality, operabiiiny and enforceability of the remaining portions of this Agi-mmenr shall not be affected, and this Agreement shall be construed. as of it did not contain such, invalid; illegal, inoperable or unenforceable portion. Section 8. Interpretation, the use herein of the singular shalt be construed.toinclude the pluraI,.and vice versa. Unless-otherwise indicated, the worlds "Hereof;" "herein." "hereby" and "hereunder," and word"s.of,'similar import, 'refer to this Agreementas'a'whole,and nat to any particular section, subsection, clause or other portion of this Agreement. Section 9. Captions. 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 scope or intent of any.rights or obligations under this Agreement. IN WITNESS "'HEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY OF CARMEL REDEVELOPMENT AUTHORITY By:_ Printed: Title: CITY OF CA IMEL REDEVELOPMENT COMMISSION By:_ Printed: Title: COMMON COUNCIL OF THE CITY OF CARNMEL, INDIANA By:_ Printed: Title: MAYOR, CITY OF CARMEL, INDIANA James C. Brainard The Clerk-Treasurer hereby acknowledges and agrees to the procedures set forth in Section 3. CLERK-TREASURER, CITY OF CARMEL, INDIANA Diana L. Cordray 3