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HomeMy WebLinkAboutResolution - Agreement for Credit EnhancementSTATE OF INDIANA SS: COUNTY OF HAMILTON ) CLAY TOWNSHIP REGIONAL WASTE DISTRICT RESOLUTION WHEREAS, on September 4, 1985, the Clay Township Regional Waste District entered into an "Agreement for Credit Enhancement for Revenue Bonds Issued by the Clay Township Regional Waste District" (the "Credit Enhancement Agreement ") with Carmel Science & Technology Park, an Indiana general partnership, Ed Tutwiler Cadillac, Inc., an Indiana corpora- tion, Falender Sales Corp., an Indiana corporation, Indiana Farmers Mutual Insurance Company, an Indiana corporation, Meridian One Company, an Indiana general partnership, North Meridian Properties, an Indiana limited partnership, John N. Pittman, an Indiana resident, R. V. Welch Investments, Inc., an Indiana corporation, Springmill Properties, an Indiana general partnership and Stenz & Associates, Inc., an Indiana corporation (the "Guarantors "); and WHEREAS, subsequent to September 4, 1985, the name of Guarantor R. V. Welch Investments, Inc. was changed to Browning Investments, Inc.; and WHEREAS, paragraph 12.10 of the Credit Enhancement Agreement provides: "In the event the City of Carmel transfers to the District, at any time, at no cost to the District (including circumstances under which a Guarantor elects to pay the costs associated with the transfer of sewage treatment capacity at the Carmel Treatment Plant from City of Carmel to the District under the terms of the Municipal Service Agreement), sewage treatment capacity at the Carmel Treatment Plant sufficient to serve all or a portion of the requirements of the buildings or premises - owned-by a Guarantor or its affiliates within the Meridian Corridor Service Area and being provided sewage disposal service by the City of Carmel immediately prior to the District commencing to provide sewage disposal service within the Meridian Corridor Service Area (such Guarantor or its affiliates being hereafter referred to as "Prior Carmel customer "), the District shall reserve the sewage treatment capacity transferred to the District for the Prior Carmel Customer, which sewage treatment capacity shall be in addition to that reserved for such Prior Carmel Customer under paragraph 12.3 of this Agreement. The M.C. Availability Charges to be paid by such Prior Carmel ustomer to the District with respect to the utilization of such transferred sewage treat- ment capacity shall be reduced by the amount of availability and /or connection charges, but not rates, previously paid by such Prior Carmel Customer to the City of Carmel related to the sewage treat- ment capacity transferred to the District, as documented by such Prior Carmel Customer." and WHEREAS, Guarantor Browning Investments, Inc. or its affiliates owns buildings or premises within the Meridian Corridor Service Area which are currently being provided sewage disposal service by the City of Carmel and which will be provided sewage disposal service by the Clay Township Regional Waste District when the Clay Township Regional Waste District is capable of providing such service; and WHEREAS, the City of Carmel has temporarily allocated to Browning Investments, Inc. 100,000 gallons per day of sewage treatment capacity at the Carmel Treatment Plant to serve the requirements of the buildings or premises owned by Browning Investments, Inc. or its affiliates within the Meridian Corridor Service Area and Browning Investments, Inc. previously has paid to the City of Carmel the sum of $106,276.60 in availability and /or connection charges related to said sewage treatment capacity and has provided to the Clay Township Regional Waste District documentation evidencing such payment; and WHEREAS, on August 19, 1987, the Board of Public Works of the City of Carmel unanimously adopted the following motion: "That the 100,000 gallons per day of wastewater treatment capacity temporarily allocated to Browning Investments, Inc. be allocated permanently to the Clay Township Regional Waste District for the sole benefit of Browning Investments, Inc. and its affiliates. This transfer to be premised on the additional payment of $82,411 to the City of Carmel, Indiana within 30 days prior to connection to the Clay Township Regional Waste District by Browning Investments, Inc. and cancellation of any prior -2- commitments for refunds of any sewer availability and /or connection fees paid by either Browning Investments, Inc. or R. V. Welch Investments, Inc. or their affiliates. This would increase the Clay Township Regional Waste District allocated capacity to 2.08 m.g.d." and WHEREAS, Browning Investments, Inc. has agreed to pay to the City of Carmel the $82,411 called for in the motion unanimously adopted by the Board of Public Works of the City of Carmel on August 19, 1987, and to cancel any prior commit- ments of the City of Carmel for refunds of any sewer availability and /or connection fees paid by either Browning Investments, Inc., R. V. Welch Investments, Inc. or their affiliates; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE CLAY TOWNSHIP REGIONAL WASTE DISTRICT that the Clay Township Regional Waste District agrees to, and hereby does, accept from the City of Carmel the permanent transfer of 100,000 gallons per day of sewage treatment capacity at the Carmel Treatment Plant, which sewage treat- ment capacity shall be reserved for Guarantor Browning Investments, Inc. pursuant to paragraph 12.10 of the Credit Enhancement Agreement and shall be in addition to that reserved for Guarantor Browning Investments, Inc. under paragraph 12.3 of the Credit Enhancement Agreement. BE IT FURTHER RESOLVED that the M.C. Availability Charges to be paid by Guarantor Browning Investments, Inc. to the Clay Township Regional Waste District with respect to the utilization of the 100,000 gallons pex day of sewage treatment capacity transferred by the City of Carmel to the Clay Township Regional Waste District and reserved for Guarantor Browning Investments, Inc. shall be reduced by the amount of $188,687, the total amount of availability and /or connection charges, but not rates, paid by Guarantor Browning Investments, Inc. to the City of Carmel related to said 100,000 -3- gallons per day of sewage treatment capacity, and the amount actually paid by Guarantor Browning Investments, Inc. to the Clay Township Regional Waste District as M.C. Availability Charges with respect to the utilization of said 100,000 gallons per day of sewage treatment capacity shall be "Reimbursable Availability Charges ", as defined in paragraph 7.2 of the Credit Enhancement Agreement. BE IT FURTHER RESOLVED that the President and Secretary of the Board of Trustees of the Clay Township Regional Waste District be, and hereby are, authorized to take any and all necessary actions and to execute any and all documents required to consummate the permanent transfer of the 100,000 gallons per day of sewage treatment capacity at the Carmel Treatment Plant from the City of Carmel to the Clay Township Regional Waste District at no additional cost to the Clay Township Regional Waste District. BE IT FURTHER RESOLVED, that a copy of this Resolution be kept and maintained as a permanent part of the official records of the Clay Township Regional Waste District and that copies of this Resolution be sent to the Board of Public Works of the City of Carmel and to Guarantor Browning Investments, Inc. Passed and adopted by the Board of Trustees of the Clay Township Regional Waste District this /4 day of 2 c1p7le416er , 1987. ��,�LlI"sl2lZll'� -4- CAMPBELL KYLE PROFFITT ATTORNEYS AT LAW FRANK W. CAMPBELL JOHN M. KYLE JOHN D. PROFFITT ROBERT F. CAMPBELL DOUGLAS B. FLOYD JEFFREY S. NICKLOY WILLIAM J. HUGHES CHRISTINE CRULL ALTMAN DEBORAH L. FARMER J. BRADLEY COOK WILLIAM E. WENDLING, JR. Board of Public Works City of Carmel 130 1st Avenue S.W. Carmel, Indiana 46032 Dear Sir or Madam: September 21, 1987 SEP 2 21987 OFFICE OF THE MAYO CARMEL.1N 198 South 9th Street P.O. Box E Noblesville, Indiana 46060 (317) 773 -2090 650 East Carmel Drive Suite 400 Carmel, Indiana 46032 (317) 846 -6514 Please reply to Carmel office Enclosed please find a copy of the Resolution which was signed September 14, 1987 relative to the Clay Township Regional Waste District. Very truly yours, CAMPBELL KYLE PROFFITT Robert F. Campbell pa enc. cc: Don Silvey Steve Andrews