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HomeMy WebLinkAboutPurchase - Revenue Bonds 1990Robert Book, President Max Moore, Vice President Myrneth Anderson, Secretary Robert Steinhart, Treasurer CLAY TOWNSH tP REGIONAL WASTE DISTk','1CT BOARD OF PUBLIC WORKS City of Carmel 40 E. Main Street Carmel, IN 46032 10755 N. COLLEGE P.O. BOX 40638 INDIANAPOLIS, IN 46240 -0638 317 -844 -9200 April 7, 1990 Attention Hon. Dorothy J. Hancock Dear Mayor Hancock: Richard Helmuth Jack L. Edwards John Schneider Marvin Pike, Manager On Monday evening, April 9, 1990, the Clay Waste District adopted Ordinance No. 4 -9 -90 concerning the construction of additions and improvements to the treatment plant serving its sewage works, the issuance of Revenue Bonds to apply on the cost thereof, the collection, segregation and distribution of the revenues of said works, the safeguarding of the interests of the owners of said Revenue Bonds, and other matters connected therewith. The proceeds from the sale of the bonds under this Ordinance will be used to finance the District's portion of the plant expansion project`pursuant to the terms of our October, 1989 agreement with the City. The President and Treasurer of the District by authority of the Ordinance have executed a Purchase. Agreement with Merchants National Bank whereby Merchants will be buying these bonds within the next few days. I am attaching a copy of the Purchase Agreement to this letter. The purpose of this letter is to comply with Section 4.5 of our earlier agreement and to notify you that we have secured adequate financing to pay for our share of the project costs. Thank you for your continuing cooperation with the Clay Township Regional Waste District to enable the District to meet its wastewater treatment needs as our community continues to grow. Very truly yours, Robert Book, President Board of Trustees RB:jak CLAY TOWNSHIP REGIONAL WASTE DISTRICT Sewage Works Revenue Bonds of 1990 PURCHASE CONTRACT April , 1990 The President and Members of the Board of Trustees Clay Township Regional Waste District 10755 North College Avenue P.O. Box 40638 Indianapolis, Indiana Dear President and Members of the Board of Trustees: The undersigned, Merchants National Bank & Trust Company of Indianapolis (the "Bank "), hereby offers to enter into the following agreement with the Clay Township Regional Waste District of Indianapolis, Indiana (the "District ") which, upon acceptance of this offer, will be binding upon the District and the Bank. This offer is made subject to acceptance on or before .M., Central Standard Time, April , 1990. 1. Upon the terms and conditions and upon the basis of the respective representations and covenants hereafter set forth, the Bank hereby agrees to purchase from the District and the District hereby agrees to sell to the Bank all, but not less than all, of the Sewage Works Revenue Bonds of 1990 (the "Bonds "). The Bonds shall accrue interest from April 1, 1990, and shall mature in such amounts, bear interest at such rates and be subject to redemption prior to their stated maturities as set forth in Schedule A attached hereto and made a part hereof. 2. The purchase price of the Bonds shall be $1,633,500 (which is $1,650,000, the original principal amount of the Bonds, less $16,500 in discount), plus accrued interest from April 1, 1990. 3. The Bonds shall be authorized and secured by, and issued under, a Bond Ordinance drafted by Ice Miller Donadio & Ryan, Indianapolis, Indiana, Bond Counsel, and approved by the Bank. 4. The Bonds, registered in the name of the Bank and in such authorized denominations as shall be requested by the Bank, shall be delivered to the Bank at the offices of Bond Counsel, in Indianapolis, Indiana, on April , 1990 at which time the Bank agrees to pay the purchase price in full. Such delivery and payment is referred to as the "Closing." 5. The District hereby represents and warrants to the Bank that: (a) It is authorized by law to enter into this Purchase Contract and the documents herein referred to and to perform all of its obligations to consummate the transactions contemplated hereby and thereby; and tlx (b) The information provided to the Bank by the District, including its financial statements, as of the Closing will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact and does not and will not omit a material fact required or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The District agrees that it shall take all necessary action to authorize the execution and delivery of, and shall execute and deliver the Bonds, the Bond Ordinance and any and all other agreements, certificates, and documents as may be required to consummate the transactions contemplated hereby. Any certificate signed by an authorized officer of the District and delivered to the Bank shall be deemed a representation and warranty by the District to the Bank as to statements made therein. 6. The obligations of the Bank hereunder shall be subject to: (a) The performance by the District of its obligations to be performed hereunder at and prior to the Closing; (b) The accuracy of the warranties and representations of the District; and (c) Delivery to the Bank of executed counterparts of the following documents in such number as shall be reasonably required and in form and substance satisfactory to the Bank: (i) The Bond Ordinance. (ii) The unqualified approving opinion of Bond Counsel in the form set forth in Schedule B dated the date of Closing. (iii) Such additional legal opinions, bonds, proceedings, and such other documents, including references to the provisions of the Internal Revenue Code of 1986, as amended, as Bond Counsel or the Bank may reasonably request to evidence compliance by the District with legal requirements, the truth and accuracy of their representations herein, and the due performance or satisfaction by the District at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the District. 7. The District shall pay, or cause to be paid, from the proceeds of the sale of the Bonds, or other sources, the fees and disbursements of Bond Counsel, the fees and disbursements of the District's legal counsel and any other costs and expenses of the issuance and delivery of the Bonds. The Bank shall pay the all expenses incurred by it in connection with its purchase of the Bonds. 8. All representations, warranties, and agreements of the District shall remain in full force and effect regardless of any investigations made by or on behalf of the 'Bank and shall survive the Closing. 9 AnY tIode or othex eommuMion o br:: given to ttm Disrit sball bc given by rbtliveri=nc the same ir writing at addi-e;s5 set forth 4*(),-,0, at any notice or other f-nrnrnIlr„{c2tiorl thi5- shall s;;ivell to Nifttchalits National T3,-Ink a Trust ComvanY Indizerpolis, atcr jj One 1\le.ronants- Pia7a, indian;polis, Indiana 4625S. This Purch.asA Ccc i o`P'sly for be.nQfit, of th t! pr1.2;s hixveto and no °the= person, including, C f shall acquire or havc; ay right hereunder or by ht• reof. hc -ay.proval. aad -ac4f4,t,aiii.ie of thiS off-sr by tha Dtrict, as evidcriCed by thc. ..e;,;.to.cution of thc accc-otance ciau.. below, shaii cativs this clocur=t to eoilStitatc a contract for the r,a.le hv the Dlstrict. az-ld thc. puxcha;;:e b the herin d.xibd Bouds, subject to and in accardancs with the tern .s and dn outlintd. arid ,r;staiDlished.. Rd'sptctfuny s-ubmitttd, MERCHANTS NATIONAL BANK TRUST C MPANY O IND/ANAPOLIS Accepted as authorized by the President and Treasurer of the Clay Township Regional Waste District, this day of April, 1990. CLAY TOWNSHIP REGIONAL WASTE DISTRICT dent By: af/1- Trea u � L rer 4 SCHEDULE A Amounts, Maturities and Interest Rates Principal Principal Interest Maturity Date Amount Rate January 1, 1.995* $1,650,000 7.25% *Subject to mandatory sinking fund redemption on January 1 in the years and amounts as follows: Year Amount 1992 $40,000 1993 40,000 1994 45,000 Optional Redemption Provisions Bonds shall be subject to redemption prior to their stated maturities, in whole or in part in inverse order of maturity and by lot within a maturity, on any date, at the principal amount thereof without premium, plus accrued interest to the date of redemption. 5