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HomeMy WebLinkAboutD-2072-11 $29,500,00 Refunding 2004 BondORDINANCE NO. D- 2072 -11 Sponsor: Councilor Snyder AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, APPROVING AN AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF CARMEL REDEVELOPMENT AUTHORITY AND THE CITY OF CARMEL REDEVELOPMENT COMMISSION, AND ADDRESSING CERTAIN MATTERS RELATED THERETO WHEREAS, the City of Carmel Redevelopment Authority (the "Authority has been created pursuant to IC 36 -7 -14.5 as a separate body corporate and politic, and as an instrumentality of the City of Carmel, Indiana (the "City to finance local public improvements for lease to the City of Cannel Redevelopment Commission (the "Commission WHEREAS, the Authority, as lessor, and the Commission, as lessee, entered into a Lease Agreement, dated as of March 23, 2004, as amended by an Addendum to Lease Agreement, dated as of May 13, 2004 (collectively, the "Lease and WHEREAS, the Authority issued its Lease Rental Revenue Bonds of 2004, dated June 9, 2004 (the "2004 Bonds in the original aggregate principal amount of Thirty -Five Million Dollars ($35,000,000), pursuant to a Trust Indenture, dated as of May I, 2004, between the Lessor and Wells Fargo Bank, N.A. (ultimate successor to National City Bank of Indiana, Indianapolis, Indiana), as trustee, for the purpose of procuring funds to pay the cost of acquiring and constructing certain road improvements in the City of Carmel, Indiana, as described in Exhibit A of the Lease; and WHEREAS, the 2004 Bonds are currently outstanding in the aggregate principal amount of Twenty -Six Million Seven. Hundred Sixty -Five Thousand Dollars ($26,765,000); and WHEREAS, Indiana Code 36 -7 -14.5 authorizes the refunding of bonds issued by the Authority; and WHEREAS, due to favorable market conditions, the Authority desires to advance refund all of the outstanding 2004 Bonds (the "Refunded Bonds in order to effect a savings in the interest costs on the Refunded Bonds; and WHEREAS, the Authority has authorized, or is anticipated to authorize, the issuance of refunding bonds designated as "City of Carmel Redevelopment Authority Lease Rental Revenue Refunding Bonds of 2011 in the aggregate principal amount not to exceed Twenty -Nine Million Five Hundred Thousand Dollars ($29,500,000) (the "2011 Bonds for the purpose of providing funds for the payment of: (i) the principal and interest due on the Refunded Bonds from February 1, 2012, through and including August 1, 2012; (ii) the principal, interest and redemption premium payable on the remaining outstanding Refunded Bonds, as the same becomes due on August 1, 2012; and (iii) the costs of refunding the Refunded Bonds, including the costs of issuance of the 2011 Bonds; and WHEREAS, pursuant to the Lease, the Commission has agreed to pay the Authority fixed annual rental payments, which were based on the annual amounts of principal and interest due on the 2004 Bonds in each twelve (12) month period, commencing each year on August 1, rounded up to the next One Thousand Dollars ($1,000) (plus an additional Five Thousand Dollars ($5,000) each year to cover the certain administrative costs and expenses related to the 2004 Bonds), payable in advance in semi annual installments on January 15 and July 15 of each year; and WHEREAS, the Cotmnon Council of the City now desires to approve a First Amendment to Lease Agreement, between the Authority and the Commission (the "Lease Amendment pursuant to which the annual lease rental payments under the Lease will be reduced to amounts that correspond with the annual amounts of principal and interest due on the 2011 Bonds in each twelve (12) month period, commencing each year on August 1, rounded up to the next One Thousand Dollars ($1,000) (plus an additional Five Thousand Dollars ($5,000) each year to cover the certain administrative costs and expenses related to the 2011 Bonds), payable in advance in semi annual installments on January 15 and July 15 of each year. NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, as follows: Section 1. The Col Council hereby approves the issuance of the 2011 Bonds and the execution of the Lease Amendment. Section 2. Any member of the Cominon Council or the Mayor and the Clerk Treasurer, and any other officer, employee or agent of the City is hereby authorized and directed, for and on behalf of the City, to execute and deliver any contract, agreement, certificate, instrument or other document and to take any action as such person determines to be necessary or appropriate to accomplish the purposes of this Ordinance, including but not limited to a continuing disclosure agreement and closing certifications, such determination to be conclusively evidenced by such person's execution of such contract, agreement, certificate, instrument or other document or such person's taking of such action. Section 3. This Ordinance shall be in full force and effect from and after its adoption by the Common Council and upon compliance with the procedures required by law. 2 s PASSED by the Common Council of the City of Carmel, this oil day of iN 0 i&o wt ite r 2011, by a vote of ayes and a nays. ding Officer os:.h C. G iffiths ',mop Pre Eric Seidenst(cker, President Pr pore evin Rider fA OT P R seti t John Accetturo nald E. Carter ATTEST: Diana L. Cordray, A C, Clerk -Trea Presented by me to the Mayor of the City of Carmel, India 2011, at S:1- P.M. Diana L. Cordray, IAMC, Clerk -Tr Approved by me, Mayor of the City of Carmel, Indiana, this oc l day of 2011, at$:13. Q .M. ATTEST: Diana L. Cordray, IAMC, Clerk -Tre firer Prepared by: Bruce D. Donaldson Barnes Thornburg LLP 11 South Meridian Street Indianapolis, 1N 46204 INDS01 13JB 1285870v2 CO ON COUNCIL OF THE CITY OF CARMEL, INDIANA Rick Sharp surer 3 nes Brainard, Mayor thisoZl daof 0�1e mbrr tnicler FIRST AMENDMENT TO LEASE AGREEMENT by and between CITY OF CARMEL REDEVELOPMENT AUTHORITY and CITY OF CARMEL REDEVELOPMENT COMMISSION Dated as of 1, 2011 Barnes Thornburg LLP Draft of 10/27/11 Cross Reference: This instrument supplements and amends the Lease Agreement, dated as of March 23, 2004, as amended and supplemented by an Addendum to Lease Agreement, dated as of May 13, 2004, both of which were recorded in the office of the Recorder of Hamilton County on June 17, 2004, as Instrument No. 200400042080. FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT, made and dated as of this 1st day of 2011, by and between the CITY OF CARMEL REDEVELOPMENT AUTHORITY (the "Lessor a separate body corporate and politic organized and existing under Indiana Code 36- 7 -14.5 as an instrumentality of the City of Carmel, Indiana (the "City and the CITY OF CARMEL REDEVELOPMENT COMMISSION (the "Lessee the governing body of the City of Cannel Department of Redevelopment acting for and on behalf of the City of Cannel Redevelopment District. W1TNESSETH: i The Lessor and the Lessee entered into a Lease Agreement, dated as of March 23, 2004 (the "Original Lease as amended and supplemented by an Addendum to Lease Agreement, dated as of May 13, 2004, both of which were recorded in the office of the Recorder of Hamilton County on June 17, 2004, as Instrument No. 200400042080 (the Original Lease as so amended and supplemented, the "Lease 2. The Lessor issued its Lease Rental Revenue Bonds of 2004, dated June 9, 2004 (the "2004 Bonds in the original aggregate principal amount of Thirty-Five Million. Dollars ($3 5,000,000), pursuant to a Trust indenture, dated as of May 1, 2004, between the Lessor and Wells Fargo Bank, N.A. (ultimate successor to National City Bank. of Indiana, hldianapolis, Indiana), as trustee, for the purpose of procuring funds to pay the cost of acquiring and constructing certain road improvements in the City of Carmel, Indiana, as described in Exhibit A of the Lease. 3. The 2004 Bonds are currently outstanding in the aggregate principal amount of Twenty -Six Million Seven Hundred Sixty-Five Thousand Dollars ($26,765,000). 4. Pursuant to the Lease, the Lessee agreed to pay the Lessor fixed annual rental payments, which were based on the annual amounts of principal and interest due on the 2004 Bonds in each twelve (12) month period, commencing each year on August 1, rounded up to the next One Thousand Dollars ($1,000) (plus an additional Five Thousand Dollars ($5,000) each year to cover the certain administrative costs and expenses related to the 2004 Bonds), payable in advance in semi- annual installments. 5. Indiana. Code 36 -7 -14.5 authorizes the refunding of bonds issued by the Lessor. 6. Due to favorable market conditions, the Lessor desires to advance refund all of the outstanding 2004 Bonds (the "Refunded Bonds in order to effect a savings to the Lessor, thereby allowing the Lessor to reduce the annual lease rental payments owed by the Lessee under the Lease. 7. The Lessor has authorized the issuance of its refunding bonds designated "City of Carmel Redevelopment Authority Lease Rental Revenue Refunding Bonds of 2011 in the aggregate principal of Dollars (the "2011 Bonds for the purpose of providing funds for the payment of: (i) principal and interest due on the Refunded Bonds from February 1, 2012, through and including August 1, 2012, (ii) the principal, interest and redemption premium payable on the remaining outstanding Refunded Bonds, as the same becomes due on August 1, 2012; and (iii) the costs of issuance of the 2011 Bonds, including all costs incidental to or on account thereof. 8. The Lessor and Lessee desire to further amend the Lease in order to reduce the annual Iease rental payments payable by the Lessee in amounts that correspond with the annual amounts of principal and interest due on the 2011 Bonds in each twelve (12) month period, commencing each year on August 1, rounded up to the next One Thousand Dollars ($1,000) (plus an additional Five Thousand Dollars ($5,000) each year to cover the certain administrative costs and expenses related to the 2011 Bonds). NOW THEREFORE, in consideration of the premises, the covenants and agreements hereinafter contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lessor and the Lessee agree as follows: PART I AMOUNT OF RENT PAYABLE AND RENTAL PAYMENT DATES The schedule of the amount and date of each semi annual installment of Fixed Annual Rentals payable under the Lease, is hereby amended to read in its entirety as set for in Exhibit A attached hereto. PART II REAFFIRMATION OF LEASE Except as otherwise provided herein, all tenor, conditions and provisions of the Lease are hereby ratified and affirmed. PART III EFFECTIVE DATE The provisions of this First Amendment to Lease Agreement are only effective upon the issuance of the 2011 Bonds. 2 IN WITNESS WHEREOF, Lessor and Lessee have executed this First Amendment to Lease Agreement as of the date and year first above written. LESSOR: LESSEE: CITY OF CARMEL REDEVELOPMENT CITY OF CARMEL REDEVELOPMENT AUTHORITY COMMISSION By: By: Rob Bush, President William Hammer, President. ATTEST: ATTEST: By: By: Jack Badger, Secretary- Treasurer Jeff Worrell, Secretary 3 STATE OF INDIANA SS: COUNTY OF HAMILTON Before me, the undersigned, a Notary Public in and for said County and State, this day of 2011, personally appeared Rob Bush and Jack Badger, personally known to me to be the President and Secretary- Treasurer, respectively, of the City of Carmel Redevelopment Authority, and acknowledged the execution of the foregoing Indenture for and on behalf of said Authority. (Seal) WITNESS my hand and notarial seal. My Commission expires: My county of residence is: 4 (Written Signature) (Printed Signature) Notary Public STATE OF INDIANA SS: COUNTY OF HAMILTON Before me, the undersigned, a Notary Public in and for said County and State, this day of 2011, personally appeared William Hammer and Jeff Worrell, personally known to me to be the President and Secretary, respectively, of the City of Cannel Redevelopment Commission, and acknowledged the execution of the foregoing Indenture for and on behalf of said Commission. (Seal) WITNESS my hand and notarial seal. (Written. Signature) (Printed Signature) Notary Public My Commission expires: My county of residence is: I affirm under the penalties of perjury, that 1 have taken reasonable care to redact each Social Security Number in this document, unless required by law. Bradley J. Bingham This instillment prepared by Bradley J. Bingham, Esquire, Barnes Thornburg LLP, 11 South Meridian Street, Indianapolis, Indiana 46204 5 INDSOI 131B 1285656v2 EXHIBIT A Schedule of Fixed Rental Payments Payment Date Amount [TO BE PROVIDED UPON SALE OF THE 2011 BONDS]