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HomeMy WebLinkAboutD-1940-09 WITHDRAWNSPONSOR(S): Councilor ORDINANCE D-1940-09 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, AUTHORIZING THE CITY TO ISSUE ITS ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2009 (LEGACY PROJECT), AND APPROVING OTHER ACTIONS IN RESPEC H ETO V) WHEREAS, the Cannel Economic Development conducted a public hearing in accordance with financing of the costs of the acquisition, improvements (the "Project") for economic "Borrower"), notice of which was (the "EDC") heretofore 36-7-12-24(a) regarding the lation of certain infrastructure facilities of East Carmel; LLC (the. with Indiana Code 5-3-1, at which time the public was informed of an Aj portNiVto express their views for or against the Project and the issuance of bonds WHEREAS, followiVy\uch pblic hearing, the EDC (i) considered whether the Project will have an adverse coAypetitive/ffect on similar facilities already constructed or operating in the City of Cannel, Inzngs (the "City") and rendered an evaluative report (the "Report"), together witty relate fin of fact (the "Findings"), regarding the Project and (ii) adopted an authorizing resRIutJ9K, which resolution has.been transmitted hereto, finding, among other things, that (a) the prop/sed financing will be of benefit to the health, prosperity, economic stability and general wexare of the City and its citizens, (b) the proposed financing complies with the of Indiana Code 36-7-11.9 and -12, as amended (collectively, the "Act") and (c) approving the form and terms of the Trust Indenture (including the forrn of the Bonds contained therein) and the Financing Agreement (including the form of the Notes as an exhibit thereto) (as such capitalized terms are hereinafter defined) and recommending this form of Ordinance (the "Ordinance") for approval by the Common Council of the City (the "Council"); and WHEREAS, in compliance with Indiana Code 36-7-12-23(b), the EDC submitted the Report and the Findings to the President ofthe Cannel Plan Commission and the Superintendent of Cannel Clay Schools Tor their review, and the EDC has not received any written comments from such officials concerning the Report and the Findings within five (5) days from their respective receipt thereof; and WHEREAS, pursuant to a Trust Indenture (the "Trust Indenture"), between the City and a financial institution in its capacity as a corporate trustee (the "Trustee"), the City proposes to issue its economic development "revenue bonds to provide funds for the Project and lending such funds to the Borrower, pursuant to a Financing Agreement (the "Financing Agreement"), between the City and the Borrower, which prescribes the terns and conditions under which the Borrower shall finance such Project and pursuant to which the Borrower will execute and deliver to the City a promissory note evidencing the Borrower's repayment obligation, if any (the "Notes") in the principal amount equal to the aggregate principal amount of the Bonds; and WHEREAS, based upon the Report, the Findings and the resolution adopted by the EDC pertaining to the Project, the City hereby finds and determines that the financing approved by the EDC for the Project will be of benefit to the health and general welfare of the City and its citizens, complies with the provisions of the Act and the amount necessary to finance the costs of the Project, will require the issuance, sale and delivery of one or more series of economic development revenue bonds in an aggregate principal amount not to exceed $I 0,000fflO; -2- NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA THAT: SECTION 1. It is hereby found that the financing of the Project for the economic development facilities referred to in the Financing Agreement approved by the EDC and presented to this Council, the issuance and sale of revenue bonds in one or more series and designated as the "City of Cannel, Indiana, Economic Development Revenue Bonds, Series 2009 (Legacy Project)" (the "Bonds"), the transfer of the proceeds of the Bonds to the Borrower for the financing of a portion of the costs of the Project, the payment of the Bonds from TIF Revenues (as defined in the Trust Indenture) and note payments of the Borrower under the Financing Agreement and the Note, and the securing of said Bonds under the Trust Indenture complies with the purposes and provisions of the Act and will be of benefit to the health, prosperity. economic stability and general welfare of the City and its citizens. SECTION 2. The proceeds of the Bonds will be used for financing the costs of the Project for the economic development facilities of the Borrower to be located within the portion of the Legacy Project Economic Development Area in the area on the west side of River Road at 146th Street on the far northeast side of Cannel. SECTION 3. At the public hearing held before the EDC, the EDC considered whether the Project would have an adverse competitive effect on any similar facilities already constructed or operating within the City, and subsequently found, based on the Findings approved in connection with the Report, that the Project would not have an adverse competitive effect. This Council hereby confirms the findings set forth in the EDC's resolution and concludes that the Project will not have an adverse competitive effect on any other similar -3- facilities already constructed or operating within the City, and the facilities will be of benefit to the health; prosperity, economic stability and general welfare of the City and its citizens. SECTION 4. The City shall issue its Bonds ill a total maximum principal amount not to exceed Ten Million Dollars ($10,000,000). The Bonds shall mature no later than nineteen (19) years from the date of the first interest payment thereon. The Bonds shall bear interest at a rate or rates not exceeding ten percent (10%) per annum. The Bonds are to be issued for the purpose of procuring funds to pay the costs of the Project, capitalized interest and costs of issuance of the Bonds, as more, particularly set forth in-the Trust Indenture and the Financing Agreement, incorporated herein by reference. The Bonds will be payable as to principal, premium, if any, and interest from TIF Revenues and the note payments made by the Borrower, if any, under the Financing Agreement and the Note or as otherwise provided in the above-described Trust Indenture. The Bonds shall be issued in fully registered form in denominations of One Hundred Thousand Dollars ($100,000) and integral multiples, of Five Thousand Dollars ($5.000) in excess thereof or as otherwise provided in the Trust Indenture, and shall be redeemable as provided in the Trust Indenture. Payments of principal and interest are payable in lawful money of the United States of America by check mailed or delivered to the registered owners thereof as provided in the Trust Indenture. Pursuant to Indiana Code 36-7-12- 25(b), the Bonds shall neverconstitute a general obligation of, an indebtedness of, or a charge against the general credit of the City nor are the Bonds payable in any manner from revenues raised by taxation.except for the pledged TIF Revenues. SECTION 5. The Mayor of the City (the "Mayor") and the Clerk-Treasurer of the City (the "Clerk-Treasurer") are authorized and directed to sell the Bonds to the original purchasers thereof pursuant to a purchase or placement agreement (the "Sale Agreement"), -4- among the City, the Borrower and a designated purchaser, underwriter or placement agent (the "Sale Agent") (as determined by the Mayor and/or the Clerk-Treasurer), at the purchase prices set forth therein, and on the terms and conditions described. therein. The. Bonds may be offered and sold pursuant to an offering document (the "Offering Document") in form and substance satisfactory to the Mayor or the Clerk-Treasurer and consistent with the parameters of this Ordinance and such Offering Document may be made available and distributed in such manner, at such times, for such periods and in such number of copies as such officers may determine in consultation with the City's financial advisor. The Mayor or the Clerk-Treasurer is authorized to (i) deem a preliminary Offering Document as "nearly final" if required under Rule I5c2-12 under the Securities Exchange Act of 1934; (ii) provide the Offering Document to the Sale Agent, prior to the time the Sale Agent purchases, offers or places the Bonds, for purposes of marketing such Bonds; and (iii) finalize the Offering Document with such.changes in form or substance as are necessary and appropriate. SECTION 6. The substantially final forms of the Financing Agreement, the Note, the Trust Indenture and the Bonds approved by the EDC are hereby approved (such documents, together with the Sale Agreement and the Offering Document are herein collectively referred to as the "Financing Documents"). The Mayor and the Clerk-Treasurer are, and each of them is, authorized and directed to execute, attest and affix or imprint by any means the corporate seal of the City, acknowledge and deliver, in the name and on behalf of the City, the Financing Documents, and all other material instruments, agreements, closing papers, certificates, assignments or other documents, to be executed or accepted by it in substantially the fora submitted to the City or its counsel and not inconsistent with the Financing Documents, with such changes therein not inconsistent with this Ordinance and not substantially adverse to the -5- City as may be permitted by the Act and approved by the officers executing the same on behalf of the City without further approval of the Council or of the EDC; provided, however, that no such modification or addition shall change the maximum principal amount of, interest rate on, or terms of the Bonds described in Indiana Code 36-7-12-27(a) as set forth in this Ordinance without further consideration by the Council. The approval of such changes by such officers, to the extent such are not substantially adverse to the City, shall be conclusively evidenced by the execution and attestation or acceptance of receipt of any of the foregoing documents by such officers. The signatures of the Mayor and the Clerk-Treasurer on the Bonds may be either manual or facsimile signatures. A copy of each of the Financing Documents will be available from the Clerk=Treasurer upon request. The Clerk-Treasurer is authorized to arrange for delivery of such Bonds to the Trustee named in the Trust Indenture, and payment for the Bonds will be made to the Trustee named in the Trust Indenture and after such payment, the Bonds will be delivered by the Trustee to the purchasers thereof. The Bonds shall be originally dated the date of issuance and delivery thereof. SECTION 7. The provisions of this Ordinance and the Trust Indenture securing the Bonds shall constitute a contract binding between the City and the holders of the Bonds, and after the issuance of said Bonds, this Ordinance shall not be repealed or amended in any respect which would adversely affect the rights of such holders so long as said Bonds or the interest thereon remains unpaid. SECTION 8. This Ordinance shall be effective upon its passage by the Council and approval by the Mayor of the City; in accordance with Indiana Code 36-4-6 et seq. PASSED AND ADOPTED by the Common Council of the City of Cannel, Indiana this clay of 2009, by a vote of ayes and nays. -6- COMMON COUNCIL FOR THE CITY OF CARMEL Presiding Officer Eric Seidensticker, President Pro Tempore John Accetturo Ronald E. Carter Joseph C. Griffiths Kevin Rider Richard L. Sharp Luci' Snyder ATTEST: Diana L. Cordray,IAMC, Clerk-Treasurer Presented by me to the Mayor of the City of Carmel, Indiana this _ day of 2009, at .M. Diana L. Cordray,[AMC, Clerk-Treasurer Approved by me, Mayor of the City of Carmel, Indiana, this day of 2009, at M. ATTEST: Diana L. Cordray, IAMC, Clerk-Treasurer James Brainard, Mayor Prepared.by: Thomas A. Pitman Baker & Daniels LLP 300 North Meridian Street, Suite 2700 Indianapolis, Indiana 46204 -7- BDDB01 530561842