Loading...
HomeMy WebLinkAboutD-1927-09 FAILED $27 mil Bond IssueSponsor: Councilor Sharp ORDINANCE D-1927-09 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARME , INDIANA, APPROVING A LEASE BETWEEN THE CITY OF CARMEL REDEVELOPMENT AUTHORITY AND THE CITY OF CARMEL REDEVEL MENT COMMISSION, PLEDGING COUNTY OPTION INCOME :TAX REVEN S OF THE CITY TO PAY CERTAIN OBLIGATIONS AND TAIg1 IER ACTIONS RELATED THERETO O WHEREAS, the City of Carmel Redevelopment Authority (t?\ uthority") has been created pursuant to IC 36-7-14.5 as a separate body corpora politic, and as an instrumentality of the City of Carmel, Indiana (the "C' mance al public improvements for lease to the City of Carmel Redevelopment Commission (the "Co mission"); and WHEREAS, the Authority has adopted r olultiQr /i icating its intent to issue its county option income tax lease rental revenue b ds in e imum original issued amount of $27,750;000 (the "Bonds"), for purposes of provi g fu s or (a) the acquisition of certain real property interests and the construction and ren o of certain improvements thereon, including (i) the constriction of a new ubltc arki garage facility and related drainage improvements in the City Center Redevelo ent Ar a, (ii) the constriction and renovation of improvements to the existing Veteran W or including certain streetscape and plaza improvements thereto, (iii) the nstrucli of c air roundabouts, drainage improvements and bike paths in the southwest C y w ship ion of the City; and (iv) the acquisition of the existing.Brookshire Gol our e an e c strtction and equipping of certain improvements thereto (clause (a), colt tively,. e ` roj (b) funding a ,debt service reserve fund, (c) paying capitalized interest on he Bonds, r any, nd (d) paying the costs of issuance of the Bonds; and WHEREAS, e A hority d the Commission have adopted resolutions approving a proposed Lease Agree in the rm presented at this meeting (the "Lease") fo`r the purpose of paying the principal and tere on the Bonds issued pursuant to IC 36-7-14.5 to finance the acquisition and construction f the Project, and the Commission scheduled a public hearing regarding the Lease pursu t to IC 36-7-14-25.2 and "published a notice of such public hearing pursuant to IC 5-3-1; and WHEREAS, id public hearing has been held and all interested parties were provided the opportunity to heard at the hearing; and WHE AS, pursuant to IC 36-7-14.5-14 and IC 36-7-14-25.2, the Commission has adopted are lution finding that the lease rental payments to be paid by the Commission to the Authority ursuant to the Lease are fair and reasonable, and that the terms of the Lease are based upon th value of the Leased Premises (as defined in the Lease) and the use of the Project throu out the term of the Lease will serve the public purpose of City of Carmel and is in the bes nterests of its residents; and WHEREAS, the Common Council of the City (the "Common Council") desires to approve the Lease pursuant to 1C 36-7-14-25.2, which provides that any lease approved by a resolution of the Commission must be approved by an ordinance of the fiscal body of the unit; and WHEREAS, the annual rentals payable by the Commission under the Lease will be pledged by the Authority to pay debt service on the Bonds; and WHEREAS, the Hamilton County Income Tax Council has imposed a county option income tax (the "COLT") pursuant to Indiana Code 6-3.5-6 on the adjusted gross income of Hamilton County (the "County") taxpayers; and WHEREAS, Indiana Code 6-3.5-6 provides that revenue derived from the imposition of the COIT 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, pursuant to IC 36-7-14-25.5, the City of Carmel, Indiana (the "City") is authorized to pledge its Monthly Distributions of COIT revenues to pay bonds issued under IC 36-7-14-25.1; and WHEREAS, on July 7, 1997, the Common Council adopted its Ordinance No. D-1302-97 (the "COIT Ordinance"), pursuant to which the Common Council, on behalf of the City, pledged and assigned the City's Monthly Distributions of COIT 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 COIT Ordinance (any Obligation so identified as an obligation secured by the COIT 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 THE CITY OF CARMEL, INDIANA, as follows: Section 1. Approval of Lease. The Common Council hereby approves the Lease, as approved by the Commission, pursuant to IC 36-7-14-25.2, on the condition that the maximum original issued amount of the Bonds shall not exceed $27,750,000. Section 2. Pledge of Pledged Revenues. The Common Council hereby approves the issuance of the Bonds. Pursuant to IC 36-7-14-25.5, the Common Council, on behalf of the City, hereby.pledges and assigns the City's Monthly Distributions of COIT revenues for the payment of the Secured Obligations, including the Lease. The Common Council hereby identifies the Lease as an obligation secured by the COIT Ordinance. 1) Section 3. Creation of Contract: Amendment of Ordinance. (a) The provisions of this Ordinance shall constitute a contract by and between the City and the obligees of the Secured Obligations (including the Lease). After the issuance of any Secured Obligations, the Common Council shall not, except as specifically provided in Section 3(b) or 3(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 or notice to any obligees under any Secured Obligations, adopt a supplemental ordinance to modify or amend this Ordinance for any one 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. (c) This Ordinance, and the rights and obligations of the City and any obligees under any Secured Obligations, maybe 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 ofhet'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 arrtendiftent so consented 'to shall be binding upon allthe_obligees underthe Secured Obligations. and. shall not be deemed an infi-ingement of any'of the,provisions of this Ordinance, dnd maybe dcne.and performed as fully'and freely as if expressly permitted by;the terms of this Ordinance, and after such consent-,-relating to such specified matters has, been given, 1zo.obligees under theiSecured Obligationsshall, have anyrigtit or interest to object to-such action or in«anymanner to question the propriety thereof or to enjoin or restrain the ;City oranyofficer thereof from taking, any action pursuant thereto. If the City shall desire to obtain?any,such consent to any modification or amendment'o£ 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 setZorth 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 shalt not, however, be.subject to-any'ltability to anyob]]igee's tinder ,any'S ecured ON 'by reason.of.its failure to mail the-notice described in this'Section 3, and any such, failure shall, not affect the validity of-such supplemental ordinance' when' consented to and appr_oved.m provided in this Section 3. Whenever, at anytime within one-year after the?date'ofthe mailing of such noti.ce;`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 aggre'gatc 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,; ands'hall specifically consent to -and approve the',adoption, thereof in 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 responsibilityto any obligees under the Secured. Obligations, whether or not such,obligee shall have consented,thereto. (d) Upon,the adoption of.any supplemental ordinance pursuanrt.o the provisions of this Section 3, tHis, Ordinance shall be, and is deeined'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 siren modificafions,and amendments. Section 4. Severabilitd: If any part of this Ordinance shall be ai judged to..be'invalid by a court of-proper jurisdiction, it shall be'conclusively presumed that the Common Council would have passed the remainderof this Ordinance without,,such,invalid part Section 5,. Reneal 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, herehyrepealed. 4 Section 6: Autlionization of Other Actions;-Accomplishment of Project. Each of the Mayor, any member of.the Common Council and the, ,Clerk=Treasurer,: and any othei officer, employee or agent ,of.the City Js 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 deiermina6on to be conclusively evidenced.by such person's execution of such contract, agreement; certificate, instrument of other;document or such person's taking of-such actlon..'Tn addition, the Common Council:hereby'agrees to transfer convey and assign. to the Authority, for nominal conskleration. pursuant to Indiana Code. 36-1;-1As amended, all interests or;rights of the City 'to the real property subject to the Lease-Agreement as may be necessary 6 fnance the Project, and the Mayor, any member of the Common Council, the Clerk-Treasurer,, and any other officer, employee or agent of the City is'fiereby authorized and.,directed,,far acid, on behalf of the City; to execute and deliver any contract, agreement, certificate, instrument or other-document and .10 take anyaction as such person determ nes.to'be necessary or appropnate,to=accomplish such transfer, conveyance and,assibnmerit. Section 7. Effectiveness: This Ordihance shalt°be in full force. and effect from and after its adoption by the Common Council.and'upon compliance with the procedures:required by lacy. 'The'COIT Ordinance=shall,remam in full force,and'.effect.and shall apply to the Lease. by the Common Council of`the.City of Carmel; this I day of , 2009; by'a vote?of I ayes and __to_ nays: COMMON COUNCIL OF THE CITY OF CARMEL., INDIANA Presiding Officer O PP C75?] Joseph C Griffiths OfPr D OfPos W. Eric Seidensticker,,President -Pro'Tempore Kevin Rider John Accetturo Richard'L. Sharp L? 0 PP©Sc.L? TCatiald E: Carter' Luci'Snyder. 5' Presented,byme to ilie Mayor of the City of Carmel this. day:of 2009, at .M. Diana L. CordrayjkMC, Clerk-Treasurer Approved by.me,,Mayor of the City of Cannel, hdiana,, this. day of 2009, at. M. James C. Brainard, Mayor ATTEST. Divia L, Cordray, TAMC, Clerk-Treasurer Prepared by` Bruce D: Donaldson Barnes & Thornburg LLP '1 l South Meridian Street Indianapolis :IN. 46204 7ND501 BBINGHAM 1098843,2 6