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HomeMy WebLinkAboutD-2060-11-The Barrington of CarmelORDINANCE D- 2060 -11 Sponsor: Councilor Snyder ORDINANCE AUTHORIZING THE CITY OF CARMEL, INDIANA TO ISSUE ITS "CITY OF CARMEL, INDIANA REVENUE BONDS, SERIES 2012 (THE BARRINGTON OF CARMEL PROJECT)" AND APPROVING AND AUTHORIZING OTHER ACTIONS IN RESPECT THERETO WHEREAS, the City of Carmel, Indiana (the "Issuer is authorized by IC 36 -7 -11.9 and -12 (collectively, the "Act to issue revenue bonds for the financing of "economic development facilities" (as defined in I.C. 36- 7- 11.9), the funds from said financing to be used for the acquisition, construction and equipping of said facility, and said facility to be either sold or leased to a company or directly owned by a company; and WHEREAS, the Carmel Economic Development Commission conducted a public hearing on September 29, 2011, and adopted a resolution on September 29, 2011, which Resolution has been transmitted hereto, finding that the financing of certain economic development facilities of Mayflower Communities, Inc. d /b /a The Barrington of Carmel, a Delaware nonprofit corporation (the "Borrower complies with the purposes and provisions of I.C. 36 -7 -11.9 and -12, as amended, and that such financing will be of benefit to the health and welfare of the City of Carmel and its citizens; WHEREAS, the Carmel Economic Development Commission has heretofore approved and recommended the adoption of this form of Ordinance by this Common Council, has considered the issue of adverse competitive effect and has approved the forms of and has transmitted for approval by the Common Council the Loan Agreement, the Bond Trust Indenture, the Preliminary Official Statement, and the Bond Purchase Agreement; WHEREAS, the Project is expected to create opportunities for gainful employment m the City and will be of benefit to the health and general welfare of the City of Carmel and its citizens; 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 economic development facilities referred to in the Loan Agreement approved by the Carmel. Economic Development Commission and presented to this Common Council, the issuance and sale of its Revenue Bonds, Series 2012 (The Barrington of Carmel Project) (the "Bonds on a tax exempt or taxable basis, in one or more series, the loan of the proceeds of the Bonds to the Borrower to pay a portion of the costs of the acquisition, construction and equipping of such facilities, the payment of debt service on the Bonds from the payments by the Borrower under the Loan Agreement, and the securing of said Bonds under the Bond 1 Trust Indenture, complies with the purposes and provisions of I.C. 36 -7 -11.9 and -12, as amended, and will be of benefit to the health and welfare of the City of Carmel and its citizens. Section 2. The proceeds of the Bonds will be used for the acquisition, construction and equipping of economic development facilities consisting of a continuing care retirement community located at 1335 S. Guilford Road, in the City of Carmel, Indiana (the "Project and the funding of certain reserves and the costs of issuance of the Bonds. Section 3. At the public hearing held by the Carmel Economic Development Commission, the Commission considered whether the economic development facilities would have an adverse competitive effect on any similar facilities located in the City of Carmel, and subsequently found, based on special findings of fact set forth in the Resolution transmitted hereto, that the facilities would not have an adverse competitive effect. This Common. Council hereby confirms the findings set forth in the Commission's Resolution, and concludes that the economic development facilities will not have an adverse competitive effect on any other similar facilities in the City of Carmel and the facilities will be of benefit to the health and welfare of the citizens of the City of Carmel. Section 4. The substantially final forms of the Loan Agreement, the Bond Trust Indenture (including the forms of the Bonds), the Preliminary Official Statement and the Bond Purchase Agreement approved by the Cannel Economic Development Commission are hereby approved (herein collectively referred to as the "Financing Agreement" referred to in I.C. 36 -7 -11.9 and -12, as amended), and the Financing Agreement shall be incorporated herein by reference and shall be inserted in the minutes of the Common Council and kept on file by the Clerk Treasurer. In accordance with the provisions of I.C. 36- 1 -5 -4, two (2) copies of the Financing Agreement are on file in the office of the Clerk- Treasurer for public inspection. Section 5. The City of Carmel shall issue its Bonds in one or more series in an amount not to exceed One Hundred Thirty Million Dollars (5130,000,000) and maturing no later than 40 years from the date of issuance. Said Bonds are to be issued for the purpose of procuring funds to pay a portion of the costs of acquisition, construction and equipping of economic development facilities as more particularly set out in the above referenced Bond Trust Indenture and Loan Agreement incorporated herein by reference, which Bonds will be payable as to principal, premium, if any, and interest from payments made by the Borrower under the Loan Agreement or as otherwise provided in the above referenced Bond. Trust Indenture. The Bonds shall be issued in fully registered form in Authorized Denominations (as defined in the Bond Trust Indenture), and shall be redeemable as provided in the Bond Trust Indenture. Payments of principal and interest are payable in lawful money of the United States of America at the principal corporate trust office of the Trustee (as defined in the Bond Trust Indenture) or its successor in trust or by check mailed or delivered to the registered owners as provided in the Bond Trust Indenture. The Bonds shall never constitute a general obligation of, an indebtedness of or a charge against the general credit of the City of Carmel, Indiana, nor are the Bonds payable in any manner from revenues raised by taxation. 2 Section 6. The Mayor and the Clerk Treasurer are authorized and directed to approve the sale of the Bonds in one or more series to the original purchasers thereof at the price of 100% of the principal amount thereof, reduced by an underwriter's discount not to exceed 3% of the aggregate principal amount thereof, reduced by an original issue discount not to exceed 3% of the aggregate principal amount thereof, and increased by an original issue premium not to exceed 3% of the aggregate principal amount thereof The Bonds shall bear interest at the interest rates per annum set forth in and established under the Bond Trust Indenture, provided that the interest rate on the Bonds shall in no event exceed 1 5% per annum. Section 7. The Mayor and the Clerk- Treasurer are authorized and directed to execute, attest, affix or imprint by any means the City seal to the documents constituting the Financing Agreement approved herein on behalf of the City and any other document which may be necessary or desirable prior to, on or after the date hereof to consummate or facilitate the transaction, including the Bonds authorized herein. The Mayor and Clerk Treasurer are hereby expressly authorized to deem the Preliminary Official Statement relating to issuance of the Bonds as nearly final and the distribution of the nearly final Official Statement is hereby approved. The Mayor and the Clerk- Treasurer are hereby expressly authorized to approve any modifications or additions to the documents constituting the Financing Agreement which take place after the date of this Ordinance with the review and advice of counsel to the City; it being the express understanding of this Common Council that said Financing Agreement is in substantially final form as of the date of this Ordinance. The approval of said modifications or additions shall be conclusively evidenced by the execution and attestation thereof and the affixing of the seal thereto or the imprinting of the seal thereon; provided, however, that no such modification or addition shall change the maximum principal amount of, the maximum interest rate on or maximum term of the Bonds as approved by the Common Council by this Ordinance without further consideration by the Common Council. The signatures of the Mayor and the Clerk- Treasurer on the Bonds may be either manual or facsimile signatures. The Clerk- Treasurer is authorized to arrange for delivery of such Bonds to the Trustee named in the Bond Trust Indenture, and payment for the Bonds will be made to the Trustee named in the Bond 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 delivery thereof. Section 8. The provisions of this Ordinance and the Financing Agreement securing the Bonds shall constitute a contract binding between the City of Carmel, Indiana, and the holders of the Bonds, and after the issuance of said Bonds, this Ordinance shall not be repealed or amended, except in accordance with the amendment provisions of the Bond Trust. Indenture, in any respect which would adversely affect the rights of such holders so long as any of said Bonds or the interest thereon remains unpaid. Section 9. This Ordinance shall be in full force and effect from and after its passage. 3 PASSED by the Common Council of the City of Carmel, this c2 3 day of a n u of 2012, by a vote of "7 ayes and n nays. Presiding Officer COMMON COUNCIL FOR THE CITY OF Richard L. Sharp, Pr ident Pro Tempore R. nald E. Carter .ter am ATTEST: Diana L. Cordray, IAMC, Cle- reasurer 4 Kevin Rider ',etzz56 Carol Schleif W. Eric Seidensticker Presented by me to the Mayor of the City of Carmel thisa4 day of 10.E �.M. Diana L. Cordray, IAMC, Clerk- Tr-asurer Approved by me, Mayor of the City of Carmel, Indiana, this 3 0 day of 2012, at n 45 A.M. ATTEST: Diana L. Cordray, IAMC, Clerk- Tre'urer of the City of Cannel, Indiana Prepared by: Brenda S. Horn Ice Miller LLP One American Square, Suite 2900 Indianapolis, Indiana 46282 -0200 5 es Brainard, Mayor 2012, at i RESOLUTION CARMEL ECONOMIC DEVELOPMENT COMMISSION CARMEL, INDIANA WHEREAS, relieving conditions of unemployment and underemployment, and encouraging economic development of the community to reduce the evils associated with unemployment and underemployment are essential to the health, safety and welfare of the City of Carmel, Indiana (the "City" or the "Issuer and its citizens; and WHEREAS, the Issuer is authorized by 1.C. 36 -7 -11.9 and -12 (collectively, the "Act to issue one or more series of bonds for the financing of economic development facilities, and the funds from said financing to be used for the acquisition, construction and equipping of said facilities; BE IT RESOLVED BY THE CARMEL ECONOMIC DEVELOPMENT COMMISSION THAT: Section 1. It finds that the proposed financing of economic development facilities referred to in the Bond Trust Indenture and Loan Agreement presented to this meeting for Mayflower Communities, Inc. d/b /a The Barrington of Carmel (the "Borrower of taxable or tax exempt bonds in one or more series, in an aggregate amount not to exceed $130,000,000, complies with the purposes and provisions of I.C. 36 -7 -11.9 and -12 and will be of benefit to the health and welfare of the City and its citizens. Section 2. The financing of the economic development facilities will consist of the acquisition, construction and equipping of a continuing care retirement community, known as The Barrington of Carmel and located at 1335 S. Guilford Road, Carmel, Indiana, which shall be owned and operated by the Borrower. Section 3. The substantially final forms of the Bond Trust Indenture, Loan Agreement, Bond Purchase Agreement, Preliminary Official Statement (collectively, the "Financing Agreement and a proposed form of Ordinance for the Common Council presented to this meeting are hereby approved. Section 4. It has considered whether the Project will have an adverse competitive effect on any similar facilities already under construction or in operation in the City, and now makes the following special findings of fact based upon the evidence presented: (i) No member of the public or competitor presented any evidence of substantial probative value establishing that the Project would have any adverse competitive effect in any respect. Adopted this a9' (ii) In the absence of any evidence of any adverse competitive effect, the benefits to the public from the new jobs and payroll to be generated by the Project and the generation of business in the City clearly indicate that the Project should be supported by the issuance of economic development revenue bonds. Section 5. The Secretary shall initial and then insert a copy of the forms of documents approved by this Resolution in the minute book of this Commission. Section 6. A copy of this Resolution, the Financing Agreement approved by this Resolution and the proposed form of Ordinance shall be presented by the Secretary of the Economic Development Commission to the Clerk- Treasurer for presentation to the Common Council. day o&5i 2011. CARMEL ECONOMIC DEVELOPMENT COMMISSION REPORT OF THE CARMEL ECONOMIC DEVELOPMENT COMMISSION CONCERNING THE PROPOSED FINANCING OF ECONOMIC DEVELOPMENT FACILITIES FOR MAYFLOWER COMMUNITIES, INC. DB /A THE BARRINGTON OF CARMEL The Carmel Economic Development Commission proposes to recommend to the Common Council of the City of Carmel (the "City that it issue one or more series of economic development revenue bonds to provide funds for the financing of the acquisition, construction and equipping of an economic development facility (the "Project for Mayflower Communities, Inc. d/b /a The Barrington of Carmel (the "Borrower"). Such Project consists of, among other things, the acquisition, construction and equipping of a continuing care retirement community, known as The Barrington of Carmel, located at 1335 S. Guilford Road, Carmel, Indiana, to be owned and operated by Mayflower Communities, Inc. The total cost for the financing of the acquisition, construction and equipping of the Project, funding certain required reserves and incidental costs of issuance of the bonds is presently estimated to be in an amount of approximately $142,000,000, of which the Borrower is requesting the issuance of no more than $130,000,000 of economic development revenue bonds. No public facilities to be paid for by the government will be made necessary on account of the proposed facilities. It is tentatively found that the acquisition, construction and equipping of the facility will not have an adverse competitive effect on any similar facilities already constructed or operating in or near the City. The acquisition, construction and equipping of the Project will create an estimated 140 new jobs with an estimated annual payroll of $5,200,000. Attest: Adopted this day of 2011. CARMEL ECONOMIC DEVELOPMENT COMMISSION 2 2014k Carmel Economic Development Commission Carmel, Indiana Ladies and Gentlemen: This is to certify that the Carmel Economic Development Commission duly submitted to the Superintendent of Schools of Carmel Clay School Corporation the report of the Carmel Economic Development Commission entitled "Report of the Carmel Economic Development Commission Concerning the Proposed Financing of Economic Development Facilities for Mayflower Communities, Inc. d/b /a The Barrington of Carmel." CARMEL CLAY SCHOOL CORPORATION By: IECEIVED' APR 302012 DOCS 2011 Carmel Economic Development Commission Carmel, Indiana Ladies and Gentlemen: This is to certify that the Carmel Economic Development Commission duly submitted to the Carmel Plan Commission the report of the Carmel Economic Development Commission entitled "Report of the Carmel Economic Development Commission Concerning the Proposed Financing of Economic Development Facilities for Mayflower Communities, Inc. d /b /a The Barrington of Carmel." CARMEL PLAN COMMISSION By: MINUTES OF A SPECIAL MEETING OF THE CARMEL ECONOMIC DEVELOPMENT COMMISSION HELD ON SEPTEMBER 29, 2011 201 SEP 23 I O The Carmel Economic Development Commission (the "Commission held a meeting at 5:30 p.m. on September 29, 2011, in the Caucus Room located on the second floor of City Hall, One Civic Square, Carmel, Indiana, notice of the time and place thereof having been duly given to the Commission members by the Secretary. The Commission members were present or absent as follows: Present: Absent: 0 Consideration was given to a request by Mayflower Communities, Inc. d/b /a The Barrington of Carmel (the "Borrower for the financing of economic development facilities by the City of Carmel, Indiana. A discussion was had as to the proposal of the Borrower concerning the financing of the acquisition, construction and equipping of its continuing care retirement community to be known as The Barrington of Carmel located at 1335 S. Guilford Road, Carmel, Indiana which shall be owned by the Borrower (the "Project The Secretary then presented a proposed Report of the Commission entitled "Report of the Carmel Economic Development Commission Concerning the Proposed Financing of Economic Development Facilities for Mayflower Communities, Inc. d /b /a The Barrington of Carmel" as attached hereto. After consideration of the proposed report, upon motion duly made by Commissioner thttlEt,n_,—) and seconded by Commissioner 26A-4-z)-et- the report was approved and adopted by the following vote: Ayes: Nays: O Abstaining: 0 and upon motion duly made, seconded and carried, the Secretary of the Commission was instructed to submit a copy of the report to the Director of the Carmel Plan Commission and the Superintendent of Carmel Clay School Corporation for comments, if any. The Secretary then presented proofs of publication of Notice of Public Hearing published on September 15, 2011, of a public hearing for this date before the Commission regarding the issuance of one or more series of economic development revenue bonds for financing the Project. The public was invited to comment thereon as to the public purpose of said financing and as to any adverse competitive effect that it might have. No adverse comment was offered by members of the public, but representatives of the Borrower presented facts regarding the project, the creation of employment and on the issue of adverse competitive effect. After all comments were heard and considered, the Secretary presented the form of the Bond Trust Indenture, the Loan Agreement, the Bond Purchase Agreement, the Preliminary Official Statement and the proposed form of Ordinance (such documents together to be considered the Financing Agreement referred to in the Indiana Code, Title 36, Article 7, Chapters 11.9 and 12). 2 After a discussion and upon motion duly made by Commissioner seconded by Commissioner and, on call of the roll, carried by a majority vote, the resolution attached hereto was adopted. There being no further business to come before the meeting, the meeting was thereupon adjourned. Approved: