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HomeMy WebLinkAboutD-1913-08 Sophia Square/Carmel Arts District Lofts AmendedSponsors: Councilors Carter and Sharp ORDINANCE D- 1913 -08 AS AMENDED AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, AUTHORIZING THE ISSUANCE OF THE CiTY OF CARMEL, INDIANA TAXABLE ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2008 (ARTS DISTRICT LOFTS & SHOPPES PROJECT), AND THE LENDING OF THE PROCEEDS THEREOF TO KEYSTONE GROUP, LLC; OR AN AFFILIATE THEREOF, AND AUTHORIZING AND APPROVING OTHER ACTIONS IN RESPECT THERETO WHEREAS, the City of Carmel, Indiana (the "City"), is a municipal corporation and political subdivision of the State of Indiana and by virtue of I.C. 36 -7 -11.9 and I.C. 36 -7 -12 (collectively, the "Act "), is authorized and empowered to adopt this ordinance (this "Bond Ordinance ") and to carry out its provisions; WHEREAS, Keystone Group, LLC, or an affiliate thereof (the `Borrower "), desires to finance the design and construction of certain public improvements described in Exhibit A hereto which are located in the Old Town Economic Development Area (collectively, the "Projects"); WHEREAS, the Borrower will complete the Projects for use in connection with its mixed use development in or directly serving and benefiting the Arts District Lofts & Shoppes Tax Allocation Area (the "Facilities "); WHEREAS, the Borrower has advised the City of Carmel Economic Development Commission (the "Commission ") and the City that it proposes that the City issue its Taxable Economic Development Revenue Bonds, Series 2008 (Arts District Lofts & Shoppes Project) (or such other designation as may be approved by the Mayor at the time of sale) in an amount not to exceed Thirteen Million Dollars (513,000,000) (the "Bonds"), under the Act and loan the proceeds of such Bonds to the Borrower for the purpose of financing the Projects; WHEREAS, the completion of the Projects results in the diversification of industry, the creation of approximately 275 jobs and the creation of business opportunities in the City; WHEREAS, pursuant to I.C. § 36- 7- 12 -24, the Commission published notice of a public hearing (the "Public Hearing") on the proposed issuance of the Bonds to finance the Projects; WHEREAS, on the date specified in the notice of the Public Hearing, the Commission held the Public Hearing on the Projects; and WHEREAS, the Commission has performed all actions required of it by the Act preliminary to the adoption of this Bond Ordinance and has approved and forwarded to the Common Council the forms of: (1) a Loan Agreement between the City and the Borrower VERSION A — 10/6/08 (including. a form of Note) '(the " -Loan Agreement "); (2) a Trust Indenture: Between the -City a. frusteeto be selected .by the Cietk- Treasurer of�the City (the `Trustee') (the' indenture'); (3) the Bonds; and (4) this' Bond Ordinance (the. Loan Agreement. the Indenture, the Bonds, and this Bond, Ordinance,;co]lectively, the "Financing 'Agreements"); NOW, THEREFORE;'BE, iT ORDAINED BY T1-HE COMMON COUNCIL OF THE CiTY OF CARMEL, INDIANA, 'THAT: Section 1. Findings; Public +Benefits. The Common .Council hereby finds and determines that 'the Projects involve the acquisition,. construction and equipping of an "economic development - facility " as that phtase is used in the Act;; that the Projeets will increase employment opportunities and-increase diversification -of economic development in the City, will tmprove:and Promote the economic stability, development and welfare in. the City, will encourage and promote' the' expansion of: industry, trade and commerce in the,City,and the location;of °other new industries in the City; that the' public; benefits to be accomplished by this Bond Ordinance,. itt tending to overcome insufficient employment opportunities and insufficient diversification of industry, are greater than the cost of public services:(as that phfase is Used in the Act) which will be required''by the Project; and, therefore, that-the financing of the Projects by the.issue of the Bonds under the Act: (i) will be of benefit " to, thehealth and general welfare of the City; and (u) complies with the Act: Section 2. .Approval of Financing. The proposed financing of the Projects by the issuance of the_ Bonds Undei,the•Act,,,ii1'the form that -such financing was, approved by the. City of Carmel Economic. Development Commission,. is hereby approved. Section 3'. Authorization of' the Bonds. The issuance of the Bonds, payable solely from revenues and receipts derived from the Financing Agieenients, is hereby authorized. Section 4.. Terms ofalte :Bonds. (a) The Bonds,- -in the aggregate principal amount not to exceed Thirteen' Million` Dollars ($1= 3,000;(100), shall (i) be executed at or prior to Odic, closing date by the manual or facsimile signatures of the. Mayor and the Clerk - Treasurer of the.City;. (u) be dated 'as ofthedate of their delivery ;, (iii) mature on a date not later than twenty -five (25) years after the first 'interest' payment date on the Bonds; (iv) bear interest at such rates as determined with the purchaser thereof (the `-Purchaser'); (v) be ifsuable in such denoininations: as set forth in the Financing Agreements; (vi) be'issuable.only in' fully registered. form; (vu) besubject to-registration on the bond register-as provided in the Indenture; (viii) be payable in lawful. money of,the United States of America; (ix)•be payable at. an office of the - Trustee as: provided. in the Indenture; (x) be subject to optional :redemption prior to maturity and subject to redemption as otherwise pfovided iir the Financing Agreements; (xi). be issued in one or more series and (xii)'contain such other terms and provisions as may be'provided:in the Financing Agreements. (b) The Bonds and the interest thereon do not and shall :never constitute an indebtedness of,- or a charge against the 'general credit or taxing power of, the City, but VERSION A — 10 /6 /08 2. shall he special and, limited obligations of the City; payable solely from revenues and other amounts derived from the :Financing Agreements. Forms of the Financing Agreements are before tliis;meeting and are by this reference incorporated in thkBond Ordinance; and the Clerk-Treasurer of 'the; City is hereby directed, in the'name =and an behalf of the City, to insert them into the minutes of the; Common Council „and to keep them on file. Section 5. Saleofthe•Bonds. The, Mayor and.the Clerk - Treasurer of the City are hereby authorized and directed,,; in the name and on behalf of the City, to sell the Bonds to the Purchaser at such prices as are- detenn ned on The date of sale'. and'.approved. by the Mayor and'the Clerk Treasurer of;the City: Section 6. Execution and Delivery of Financing°Agreeinents: The Mayor and the Clerk- Treasurer,o'f the City are hereby authorized. and directed, in the name, and on behalf,of the City, to execute or endorse and deliver the Loan Agreement, =the Note from the Borrower to the City, the Indenture, and the Bonds, submitted to the Common Council; which are hereby approved in all respects. Section 7. Changes in Financing Agreements. The, Mayor and the Clerk- Treasurer, of the City are hereby authorized, in the .name. and on behalf of the City; without further approval of the Common Council or the Commission,, to approve such changes -in the Financing Agreements as may be permitted by Act. such approval' to be conclusively evidenced "by their execution thereof. Section 8. General.. The Mayor acid the Clerk- Treasurer of the City, and :each of-them, are hereby authorized and directed, in the name and on behalf ofthe City,.to execute or endorse any and all agreements, documentsrand instruments, perform any and all acts, approve- any.and all matters,, and -do any and all other things deemed by. them, or either o-£'them, -to be necessary ordesirable:in order - to'carry out and comply with the intent;, conditions and purposes cot this Bond Ordinance' (including theipieanibles hereto and the documents' mentioned herein) the - .Projects, the. issuance and sale of the-Bonds, and the securing of, the Bonds under the Financing Agreements, and any such execution, endorsements performance or doing of 'other things heretofore effected be, and hereby is, ratified and approved. Section 9.- 'Binding Effect: The provisions of this Bond Ordinance and the Financing Agreements Shall constitute a ,binding contract between the City and the holders of the Bonds, and afterissuance of the:Bbnds this Bond Ordinance shall not be repealed or amended in any'respeet which would; adversely affect the rights of the.holders of the Bonds as long as the Bonds or interest thereon remains unpaid. Section 10. Repeal. All ordinances =or parts of ordinances in conflict herewith are hereby repealed. Section 11. Effective Date: This Bond Ordinance shall be in full force and .effect' upon adoption and compliance with 1.C. § 36- 4 -6 -14. VERSION A — 10/6/08 3 Section 12. Copies of Financing Agreements on File. Two copies- of the Finaneing Agreements incorporated into this Bond Ordinance were duly filed in the office of the Clerk-Treasurer of the City, and are available for'public inspeeton in aceordance with LC. y' 36= 1 -5, 4, PASSED by the Connnon Council Of the City of Cannel, this ,19 day of Qe t.t :2008, by a•vote of Li ayes and j nays. COMMON.COUNCIL. FOR THE CITY•OF CARMEL, INDIANA N0`1 PRGseAd Joseph C. G fiths Richard L..Sharp,.Py$sident Pro Ternpore evin Rider 4 Pets' c. b John Y. Acceituro Nor Peese 9111 Wt Eric Seidensticker / tonald'1. Carter ATTEST: Diana.L:;CoikIfayi !AMC, Clerk -- Ziurer VERSION A — 10/6/08 Presented by me to the Mayor of the City of Cannel,this 'i day of OY h_ , 2008, at f i S- P .M. Diana L. Cordray, IAMC, Clerk-Treasurer Nria Approvedbyrne; Mayor of the City of Carmel, Indiana, -this ] day of 2008,atj-I2 P.M: ATTEST: Diana L. Cordray, IAMC. Clerk -Tre -er of the City of Carmel, Indiana Prepared, by: Bruce: D. Donaldson Barnes & Thornburg LLP 11 South Meridian:Street Indianapolis, IN 46204 VERSION A — 1.016/08 5 /. mes Brainard,. Mayor EXEI9.BITA. Eligible Proiectrto be Funded The:'hcquisitibn ofland and the design and/or construdtion ofbuildings.and.iitiprovements that will comprise' the Arts District Lofts . Shoppes project in the Old Town, Economic Development Area 'in downtown Carmel, including without 'limitation ithe design and construction of a parking 'garage'on. the site ofthe project., INOSOt BDD 106205tv2 VERSION A — 10/6!08 6 RESOLUTION NO. EDC 1 -2008 A RESOLUTION APPROVING- AND AUTHORIZING : CERTAIN ACTIONS. AND PROCEEDINGS WITH RESPECT TO CERTAIN PROPOSED TAXABLE'ECONOMIC DEVELOPMENT REVENUE BONDS WHEREAS, the City of Carrnel, Indiana (the "city ") „is authorized 'by1.C..36- 7- 11:4,and 1.C. 36 -7 =12 (collectively, the "Act') to issue revenue bonds for the financing of economic development - facilities, and loanttheT proceeds of the, revenue -bond issue to another entity to finance or refinance the acquisition; construction, renovation,, installation and equipping of said facilities; WHEREAS, Keystone Grodp, LLC; or anoaffiliate thereof (the``Bofrower ")desires to finance the design and construction ofihe projects listed:ih- Exhibit A.hereto which are- locatedin the Old Town. Economic Developnieht Area (the' 'Projects "); WHEREAS, the Borrower Will complete the Projects`for,use in connection with its mixed use development in on directly serving' and benefiting the Arts District Lofts & Shoppes'Tax Allocation Area (the "Facilities'); WHEREAS, the Borrower has advised the City of Carmel EconomiE Development Commission (the "Coinfnission "), and the City that it proposes that the City 'issue, its. Taxable Economic Development Revenue Bonds, Series 2008 (Arts District Lofts & Shoppes Project) (or such•other designation` as: may be approved by'the Mayor at -the' time of sale); in an amount -not to exceed Thirteen Million Dollars ($13,000,000) (the "Bondsr) under 'the Act and loan the proceeds of such Bonds to the Borrower for the purpose of ftnancingthe Projects; WHEREAS,' the Commission has studied the Projects and the proposed financing of the Projects and their effect on the health and general welfare of the .City and its citizens; WHEREAS, the Completion of'the Projects results in the diversification' of industry, the creation of approximately 275 new jobs: and the creation, and. retention of business, opportunities in the City; WHEREAS, pursuant to LC. §,36- 7.12- 24,,the Commission published notice ofa,public hearing (the "Public Hearing "):oh,the proposed issuance of the Bonds to finance the Projects; and WHEREAS, on the date hereof the Cotiimission held the public hearing . on the. Projects;. NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CARMEL ECONOMIC DEVELOPMENT COMMISSION ASFOLLOWS: :SECTION 1. .The Commission hereby finds, determines, ratifies arid confirms thatthe diversification of industry, the retention of business opportunities and the retention of opportunities for gainful employment within the jurisdiction of the City is desirable, serves a public purpose, and is: of benefit to the;health and general welfare of the City; and that it is in the public interest that the City take such action as it lawftil]y may to"eneourage the diversification. of industry, the retention of business opportunities, and the retention of_ opportunities: for gainful employment within the jurisdiction of the.City, SECTION 2. The,Cominission hereby determines. that the Facilities and the Projects will not.have a material adverse competitive effect onany..similar facilities already constructed or operating in or near the City. SECTION.3. The Commission, berebyrapproves,the rep ort with respect to the Projects presented, at this meeting; The Secretary of' this Commission shall submit such report to the executive director or chairman of the,plan commission of the City and to the, superintendent of the school.corporation where the Facilities-will.be located. SECTION 4. The'Comtnission finds, determines, ratifies and con firms that the issuance and sale of the Bonds to an amount not. to exceed Thirteen Million Dollars ($13,000,000), and the Loan of the.proceeds of the Bonds to the Borrower for:the financing of the Projects will be of benefit to the health and general, welfare of the City, will serve the public, purposes referred to above in accordance with the Act,:and fully comply with the Act. SECTION 5, The financing of the Projects through. the *mince of the Bonds, in an amount,nof to exceed'Thirteen Million Dollars ($13,000,000), is hereby approved: SECTION 5. The Comniission hereby approves the terms of theTollowing documents in. the form presented at this meeting:, (i) a Loan :Agreement (including a form of Note),between the City and the Borrower; (ii) a Trust indenture, between the City and a trusteelto=be selected by the Clerk - Treasurer of the City (the "Trustee "); (iii) the Bonds;, and (iv) an Ordinance -of the Common Council of the City. SECTION 7: Any officer of the Commission is hereby authorized and directed, in the name, and on behalfofthe Commission, to execute anyand all:other: agreements, documents and instruments. perform any and, all. acts, approve any and all matters; and do any and all other things deemed by him to be necessary or desirable' in order to carry out and.comply with the intent, conditions and purposes of this resolution (including - the preambles hereto and the documents mentioned herein), the. Projects and the - issuance and sale of the Bonds, and any such execution, performance, approval ordoing.of other things heretofore effected be, and "hereby is, ratified and approved. SECTION 8. The Secretary of this Commission shall transmit this resolution, together with the forms of the - documents., approved by this resolution, to the Common Council of the City. SECTION 9. This'resolution. shalt be in fii[I force and effect upon adoption. 2 Adapted this 23rd day of September; 2008. CITY OF'C-ARMEL,ECONONIIC DEVELOPMENT, COMMISSION i ci yder, 'res nt Michael 3. Rusndk, Vice President 3 Sus `K..Finka /', Secretary EXHIBIT A Eligible Projects to`be.Funded The acquisition of land and the design,and /orconstruction of buildings and "improvements that will comprise the, Arts District Lofts & Shoppes project in the Old Town :Economic Development Area in downtown Carmel, including without limitation the design and construction of a parking garage:on the site of the project. ENDS01 BDD FQ62122v2 4 REPORT OF THE CITY OF CARMEL ECON'OMIC.DEVELOPMENT COMMISSION CONCERNINCTHE,PROPOSED FINANCING OF ECONOMIC DEVELOPMENT FACILITIES FOR KEYSTONE GROUP, L L•G, OR AN AFFILIATE THEREOF The City of Carmel Economic Development Commission (the "Coriimission ") proposes to recommend to the. Common Council of,the City of Carmel,'Indiana (the "City" ); that it loan, the proceeds of certain taxable -economie.devclopment revenue bonds (the ' ?Bonds ").to Keystone Group, LLC, or an affiliate thoreef (the "Applicant") for the financing o €certain :economic development the City. In connection therewith, theCommission;herebyreports :as follows: A. The - proposed econoniic,developinent?facili ties consistgof the. Projects listed in Exhibit A hereto which will be located in the Old Town' Economic Development Area (the "Projects ") which G ill support the Applicant's proposed_ mixed use develop:nent'in the:City (the "Facilities' ). B. The Commission estimates that no public works or services, including public ways,, schools, water, sewer, street lights and, fire• protection,.wtl] be niade necessary er desirable by the Projects, because any such works or 'services already exist;or will be provided -by the Projects themselves or by Applicant, the Carmel Redevelopment Commission of other parties. C. The Commission estimates that the total costs of financing therProjects will be approximately 852;000,000, of wli eh the portion financed with &the Bonds wilt not exceed $.1- 3;000,000. D. TheCorrimissibn estimates that the Projects will create approximately 275 full - time equivalent jobs:with :an estimated annual,payrol] ofapproximately S9,625,000. E. The Commission finds- that: thelacilities and the Projects will not have a.rnaterial adverse competitive effect on:similar facilities already 'constructed or operating in the City of Carmel, Indiana. Adopted this 23rd: day of September, 2008. 4/6` asi" ew - ary,City /if W tel omi c:Development'Commissi on Attest: 4s/ Vice President, Cicy;ofCarmei Economic Development:Commission EXHIBIT A Eligible Projects to be Funded The acquisition of land and the design; and /or constriction of:buildings and improvements that will comprise the Arts District Lofts & Shoppes project in the Old Town Economic Development Area in downtown Carmel, tnciuding without limitation the design and construction of z parking garage on the site of the project. minim : BI1p 1062.. ISv2 NOTE: O E: The Trust Indenture and the Loan Agreement documents referenced in Ordinance II- 1913 -08 are available for review in the Clerk- Treasurer's office. Please call 571 -2413. FIRST AMENDMENT I'O FINANCING•AGREENIENT Dated as of July 31, 2012 to FINANCING AGREEMENT between CAR \4EL LOFTS LLC, and CITY OF CARMEL, INDIANA Dated as of July 1, 2011 FIRST AMENDMENT TO FINANCING AGREEMENT THIS FIRST AMENDMENT TO FINANCING AGREEMENT, dated as of July 31, 2012, is between the CARMEL LOFTS LLC, an Indiana limited liability company (the "Company ") and the CITY OF CARMEL, INDIANA (the "City "), a municipal corporation duly organized and existing under the laws of the State of Indiana; WITNESSETH: WHEREAS, the Company and the City entered into a Financing Agreement dated as of July 1,"2011 (the "2011 FinancingAgreement "); and WHEREAS, on July 28, 2011, the City issued its $9,630,000 City of Carmel, Indiana, Senior Economic Development Revenue Bonds, Series 2011A (Arts District Lofts & Shoppes Project); and WHEREAS, the Financing Agreement provides For the use of the financing by the Company through the issuance by the City of its Bonds; and WHEREAS, Section 8.1 of the 2011 Financing Agreement provides that the Company and the City may from time to time enter into such supplements and amendments to the 2011 Financing Agreement as to them may seem necessary or desirable to effectuate the "purposes or intent of the 2011 Financing Agreement; and WHEREAS, the Company and the City desire to amend the 2011 Financing Agreement by this First Amendment to Financing Agreement, by amending Section 3.2(b)" of the 2011 Financing Agreement (the "Amendment "); and NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Payment of Principal and Interest. Section 3.2(b) of the 2011 Financing Agreement is hereby amended and restated to read as follows: "Pursuant to Section 4.4 of the Series 2011A Trust Indenture, the Issuer shall transfer on or before each January 15 and July 15 of each year, commencing July 15, 2012, the Pledged Tax Increment to the Prepaid Interest Account, but no more than shall be necessary for the payment of the total amount of interest on the Bonds through the immediately succeeding six months (taking into consideration any amounts currently deposited therein), and to the Debt Service Account the Pledged Tax Increment that shall be necessary for the payment of principal on the . Bonds on the immediately succeeding February 1 or August 1 of each year (taking into consideration any amounts currently deposited therein), together with Trustee fees corning due -2- within the next six months. In addition, if required, any payments from the Issuer of other legally available revenues of the Redevelopment District for the Series 2011A Bonds shall be deposited into the Bond Fund," SECTION 2. 2011 Financing Agreement. Except as specifically provided herein, the 2011 Financing Agreement shall remain in full force and effect in accordance with its terms and is hereby ratified and confirmed in all respects. SECTION 3. Effect of Amendment to 2011 Financing Agreement. Upon execution of this Amendment, the 2011 Financing Agreement shall be modified and amended in accordance herewith, and this Amendment shall be deemed to be a part of the 2011 Financing Agreement for all purposes of the 2011 Financing Agreement. IN WITNESS WHEREOF, the parties hereunto have duly authorized and executed this First Amendment to Financing Agreement, as of the date and year first written above. ATTEST: By: Clerk- Treasurer INDSOI RCS 1350542v1 -4- CITY OF CARMEL, INDIANA By: ayor CARMEL LOFTS LLC, an Indiana limited liability company By: , S'I'OI�TE G ,OUP LLC, its sole Me By rsal Ozdernir, President