HomeMy WebLinkAbout021815 Commissioner Packet
CARMEL REDEVELOPMENT
COMMISSION AGENDA
WEDNESDAY, FEBRUARY 18, 2015 – 6:30 P.M.
COUNCIL CHAMBERS/ CITY HALL/ONE CIVIC SQUARE
MEETING CALLED TO ORDER
1. PLEDGE OF ALLEGIANCE
2. PUBLIC HEARING 1: Resolution Establishing New TIF Allocation Areas in Carmel Downtown
Economic Development Area
3. PUBLIC HEARING 2: Resolution Establishing New TIF Allocation Areas in City Center
Redevelopment Area
4. APPROVAL OF MINUTES
a. January 23, 2015
5. FINANCIAL MATTERS
a. Cash Flow Report
b. Update on Outstanding Receivables
c. Approval of Claims
d. Special Matter
1. Action Item #1: Approval of Change Orders
6. EXECUTIVE DIRECTOR REPORT
7. COMMITTEE REPORTS
a. Finance Committee
b. Architectural Review Committee
8. UPDATE ON PROPERTIES
9. OLD BUSINESS
10. NEW BUSINESS
a. Action Item #2: Approval of Resolution 2015-1 Re: Confirming establishment of new TIF allocation
areas in the Carmel Downtown Economic Development Area
b. Action Item #3: Approval of Resolution 2015-2 Re: Confirming establishment of new TIF allocation
areas in the City Center Redevelopment Area
c. Action Item #4: Approval of Final Bond Resolution 2015-3 Re: authorization of Redevelopment District
bonds to fund City Center Phase II projects
d. Action Item #5: Designation of Commissioners to sign City Center Phase II documents
11. OTHER BUSINESS
12. EXECUTION OF DOCUMENTS
NEXT SPECIAL MEETING: Thursday, February 26, 2015, 8:00 a.m.
NEXT REGULAR MEETING: Wednesday, March 18, 2015, 6:30 p.m.
13. ADJOURNMENT
1
CARMEL REDEVELOPMENT COMMISSION
February 18, 2015 – 6:30 p.m.
Council Chambers, Second Floor, Carmel City Hall
Commissioners’ Notes
Discussion Matter
Call to Order
1. Pledge of Allegiance
2. PUBLIC HEARING 1: Resolution Establishing New TIF Allocation Areas in Carmel Downtown Economic
Development Area
3. PUBLIC HEARING 2: Resolution Establishing New TIF Allocation Areas in City Center Redevelopment Area
4. Approval of Minutes
a. January 23, 2015
5. Financial Matters
a. Cash Flow Report
• The EOM January balance:
o Cash - $4,898,231
o Cash and Restricted Funds - $8,728,605
b. Update on Outstanding Receivables
c. Approval of Claims
The invoices submitted for approval by category are as follows:
• Non- operating Expenses: $8,975.00
d. Special Matter
i. Action Item #1: Approval of Change Orders
6. Executive Director Report
7. Committee Reports
a. Updates, if applicable, will be presented by the committees at the meeting.
Requirements: None at this time.
8. Update on Properties (other than negotiation and litigation matters)
a. Please see the attached document for the CRC project updates.
9. Old Business
2
10. New Business
a. Action Item #2: Approval of Resolution 2015-1 Re: Confirming establishment of new TIF allocation
areas in the Carmel Downtown Economic Development Area
b. Action Item #3: Approval of Resolution 2015-2 Re: Confirming establishment of new TIF allocation
areas in the City Center Redevelopment Area
c. Action Item #4: Approval of Final Bond Resolution 2015-3 Re: authorization of Redevelopment District
bonds to fund City Center Phase II projects
d. Action Item #5: Designation of Commissioners to sign City Center Phase II documents
11. Other Business
12. Execution of Documents
a. Special Meeting: Thursday, February 26, 2015, 8:00 a.m.
b. Next Regular Meeting: Wednesday, March 18, 2015, 6:30 p.m.
13. Adjournment
PROJECT UPDATES
January 23, 2015 CRC Report for February 2, 2015 City Council Meeting Page | 5
Project Updates
CITY CENTER
• Developer Partner: Pedcor Companies
• Allocation Area: City Center
• Project Summary:
• Use: Mixed-Use
Figure 1 City Center Master Plan, provided by Pedcor City Center Development Company
Hotel/ Motor Court
Wr
e
n
Windsor
Park East
Holland
Playfair
Baldwin/
Chambers
PROJECT UPDATES
January 23, 2015 CRC Report for February 2, 2015 City Council Meeting Page | 6
• Phase 1 – complete
1) Apartments – Apartment demand remains strong which supports the occupancy and rental rates.
Current occupancy is at 96%.
2) Retail – Currently, Pedcor leases 95% of the total 79,570 in LSF. The remaining 5% (the old Mangia
and Holy Cow) of unleased space have future tenants for them, and are working through the space
planning process. A new Irish pub will be locating in the space next to Matt the Millers on the
Rangeline side. Pedcor anticipates to be 100% leased in 2015.
• Nash Building/ Parcel 73
1) Project Status – under construction
a) The Nash underground parking garage is complete. Balcony, masonry,
& EFIS work continues on the exterior (about 90% complete). The
project is on budget, with an anticipated completion date of January
2015. Approximately half of the 9,000 sf of the retail space has been
leased with strong prospects for the remaining commercial space.
Tenant: Mondana Kitchen
2) Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
None
3) CRC Commitments
Provide streetscape along Rangeline Road.
a) Budget
Budget
Construction $ 237,179
b) Design Consultant: American Structurepoint
c) CRC Commitment Schedule
Design % Complete 100%
Construction Start Date October 2014
Anticipated Project Completion March 2015 (landscape to be
completed in early Spring 2015)
Provided by Pedcor City Center
Dev. Co. 1
PROJECT UPDATES
January 23, 2015 CRC Report for February 2, 2015 City Council Meeting Page | 7
• Phase 2
1) Project Status – designs are schematic and construction has not started.
a) Engineering will begin on the buildings proposed to begin construction in 2015.
b) Schematic drawings for Park East, Baldwin/Chambers, Veteran’s Way extension, and the site
have been submitted to the CRC Architectural Review Committee.
2) Proposed Construction/Use Sequence
PROJECT USE PROJECT
DATES
DESIGN RENDERINGS
PROVIDED BY PEDCOR
Garage
Park East
A four-story parking structure with no less
than 620 parking spaces, which will include
up to approximately 28,000 square feet of
commercial retail/office space.
Design
Q1 2015
Construction
Q2 2016
Completion
Q4 2017
Baldwin/
Chambers
A four story building, of approximately
64,000 square feet, which will include
luxury apartments and commercial
retail/office space. Pedcor is currently
working with four commercial businesses
who will occupy approximately 14,000 sf of
the commercial space.
Start: Spring
2015
Completion
Q4 2017
Holland A five story building, of approximately
63,000 square feet, which will include
luxury apartments and commercial
retail/office space.
Start: Fall 2015
Completion
Q4 2017
Playfair A five story building, of approximately
63,000 square feet, which will include
luxury apartments and commercial
retail/office space.
Start: Fall 2015
Completion
Q4 2017
Garage
Retail
See Garage East note above. Start: Fall 2015
Completion
Q4 2017
Pedcor
Office 5
A two story building, of approximately
20,000 square feet, which will include office
space.
Start: Fall 2015
Completion
Q4 2017
PROJECT UPDATES
January 23, 2015 CRC Report for February 2, 2015 City Council Meeting Page | 8
Kent A three story building, of approximately
111,000 square feet of luxury apartments.
Start: Fall 2015
Completion
Q4 2017
Wren A seven story building, of approximately
88,000 square feet, which will include
luxury apartments and commercial
office/retail space.
Start: Fall 2016
Completion
Q4 2018
Windsor A four story building, of approximately
64,000 square feet, which will include
luxury apartments and commercial
office/retail space.
Start: Fall 2017
Completion
Q4 2019
Eastern
Motor
Court Site
A building, of approximately 76,000 to
91,000 square feet, which will include
luxury apartments and commercial
office/retail space designed so that in the
future it could be in whole, or in part,
converted to hotel rooms and/or hotel
amenities.
Start: Fall 2017
Completion
Q4 2019
Hotel A four story hotel, of approximately 44,000
square feet, which will include parking.
Start: TBD
3) Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
Reallocation of Carmel
Downtown Economic
Development Area
Approved, 12/15 February, hold a public hearing
to establish the new allocation
areas and then adopt a
Confirmatory Resolution.
TIF Bond request Approved, 12/15 February, adopt the final Bond
Resolution.
4) CRC Commitments
An overview of commitments have been uploaded to the CRC website.
a) The CRC commits to publicly bid a four-story parking garage with not less than 620 parking
spaces.
b) The CRC commits to coordinate any significant site plan changes requested by Pedcor with
City Council.
PROJECT UPDATES
January 23, 2015 CRC Report for February 2, 2015 City Council Meeting Page | 9
THE MEZZ/ MONON LOFTS
• Developer Partner: Anderson Birkla
• Allocation Area: City Center
• Project Summary:
• Use: Primary Residential. 42 residential units with
8,500 square feet of office.
• Total project budget: $7.7mm
• Secured Tenants: A fitness company, Anderson
Birkla
Figure 2 Image provided by Anderson Birkla
• Anticipated Project Schedule
Office Move In March, 2015
Residential Move In March, 2015
Project complete March 31, 2015
PROJECT UPDATES
January 23, 2015 CRC Report for February 2, 2015 City Council Meeting Page | 10
1) Construction Milestones
2) Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
None
3) CRC Commitments
Provide parking spaces on 3rd Ave and streetscape on the west and south side of the building and
relocate street utilities. Site Improvements, Monon Connection path, Small pocket park (by developer)
a) Budget
DRYWALL & PAINT
MECHANICAL
PROJECT UPDATES
January 23, 2015 CRC Report for February 2, 2015 City Council Meeting Page | 11
Site Construction $67,021 (3rd Ave)
Invoices are expected to be paid
February-March ‘15. Calumet Civil
Contractors.
Utility Relocation $250,000
Invoices are expected to be paid in
Jan-March 2015.
Site Construction $ 242,979 (site work)
Invoices are expected to be paid
December-March ‘15. Midwest
Constructors.
b) Design Consultant: American Structurepoint
c) Construction Contractor: Calumet Civil Contractors/ Duke Energy/ Midwest Constructors
d) CRC Commitment Schedule
Design % Complete 100%
Construction Start Date September 2014
Anticipated Project Completion
February for Midwest Constructors, March for
Calumet Civil Contracts (due to asphalt being
installed)
Respectfully submitted,
Corrie Meyer, AICP, RLA, LEED AP
Director
Carmel Redevelopment Commission/Department
January 23, 2015
Prepared for David Bowers and Bob Dalzell
-End Report-
CRC Meeting, January 23, 2015
1
CARMEL REDEVELOPMENT COMMISSION Meeting, Friday,
January 23, 2015
ATTENDANCE:
President Bill Hammer Present
Vice President Dave Bowers Present
Secretary Jeff Worrell Present
Treasurer Diana Cordray Not Present
Member Bill Brooks Not Present
Member Robert Dalzell Present
Executive Director Corrie Meyer Present
Office Manager Michael Lee Present
Legal Consultant Karl Haas Present
President Bill Hammer called the meeting to order at 8:33 a.m.
Mr. Hammer introduced new Commission member, Bob Dalzell, and welcomed him to the
Commission.
The Pledge of Allegiance was said.
Election of Officers
Oaths of office were administered prior to the regular meeting.
Mayoral appointees: Bill Hammer, Jeff Worrell, Bill Brooks
City Council appointees: David Bowers, Robert Dalzell
Mr. Hammer opened the floor for nominations for President of the Commission. Mr. Worrell
moved to nominate Bill Hammer for President of the Commission. With no additional nominees
submitted for consideration, Mr. Hammer closed nominations for President. Passed unanimously.
Discussion ensued.
Mr. Hammer opened the floor for nominations for Vice President of the Commission. Mr.
Worrell moved to nominate Dave Bowers for Vice President of the Commission. With no
additional nominees submitted for consideration, Mr. Hammer closed nominations for Vice
President. Unanimously approved.
Mr. Hammer opened the floor for nominations for Secretary of the Commission. Mr. Bowers
moved to nominate Jeff Worrell for Secretary of the Commission. With no additional nominees
submitted for consideration, Mr. Hammer closed nominations for Secretary. Passed
unanimously.
Approval of Minutes
December 17, 2014: Mr. Bowers moved to approve, seconded by Mr. Worrell. Approved
unanimously.
Financial Matters
Mr. Lee stated the end of month December balance of the Commission totaled $5,030,468 and
$8,860,531 with restricted funds.
CRC Meeting, January 23, 2015
2
Mr. Lee confirmed settlement monies were received before the end of the year and all debt
payments were current.
Mr. Lee stated there were no outstanding receivables at the present time.
Approval of Claims
Mr. Lee requested the Commission approve non-operating claims in the amount of $112,335.34.
Mrs. Meyer provided an update regarding the Barnes & Thornburg invoice discussed at last
month’s meeting. Mr. Bowers moved to approve payment of non-operating invoices in the
amount of $112,335.34, seconded by Mr. Worrell. Passed unanimously.
Mr. Lee requested the Commission approve PAC construction fund claims in the amount of
$46,466.62. Discussion ensued. Mr. Bowers moved to approve disbursement of PAC funds in
the amount of $46,466.62, seconded by Mr. Worrell. Unanimously approved.
Approval of Change Orders
Mr. Lee and Mrs. Meyer presented a change order for approval with Midwest Constructors
relating to Nash streetscape work in the amount of $3,410.
Mr. Worrell moved for approval, seconded by Mr. Dalzell. Passed unanimously.
Executive Director Report
Mrs. Meyer stated a draft of the annual report would be sent to Commissioners by the end of the
day. Mrs. Meyer also gave updates regarding City Center and the 3rd Ave site.
Committee Reports
Mr. Bowers stated the Finance Committee met briefly to discuss template software but
determined it was too cost prohibitive at this time.
Mr. Worrell stated the Architectural Review committee met with City department heads to
discuss City Center site plans. Mrs. Meyer stated they have asked all departments to provide
input to send back to Pedcor.
Mr. Hammer asked Mr. Dalzell to serve on the Architectural Review committee.
Update on Properties
Mrs. Meyer stated there was nothing additional to report at this time.
Old Business
Mrs. Meyer stated there was an action item that was tabled in October to consider at this time
relating to conveyance of four parcels at City Center. Mrs. Meyer stated this is part of a land
swap where the CRC would deed over properties to Pedcor that were unnecessary for CRC
redevelopment but necessary for Pedcor’s. In return, Pedcor would deed the Park East parcel to
the CRC. Mrs. Meyer stated the collective value of the CRC owned parcels is $569,500 and the
Park East parcel appraised value is $1,400,000
Discussion ensued.
Mr. Bowers moved for approval to convey four City Center parcels to Pedcor Companies as they
are unnecessary to conduct CRC redevelopment efforts. In return Pedcor, by means of the
Conveyance Agreement, will transfer the Park East parcel to the CRC. Seconded by Mr. Worrell
and approved unanimously.
CRC Meeting, January 23, 2015
3
New Business
Approval of construction contract for the Reflecting Pond repairs
Mrs. Meyer gave background on this item and outlined the scope of the work. Mrs. Meyer also
noted that she would expect change orders to come before the Commission in the future relating
to value engineering and/or additions. Mrs. Meyer noted if this item is approved tonight, it will
go to the City Council for resolution at the first Council meeting in February.
Discussion ensued regarding the original construction and maintenance of the reflecting pool.
Mrs. Meyer noted it was her understanding that the damage being repaired was a result of
inadequate concrete and there was nothing maintenance could have done to protect the integrity
of that installation. Discussion ensued regarding the value of the change orders to expect in the
future.
Mr. Worrell moved to approve the contract for the reflecting pool repairs in the amount of
$463,500 with Smock Fansler, seconded by Mr. Bowers. Brief discussion ensued. Passed
unanimously.
Approval of grant to the City of Carmel for Redevelopment Department expenditures
Mr. Lee gave background on this item, stating $575,000 was granted to the City in 2013 for
Redevelopment Department expenditures. Mr. Lee stated only $379,281 was expended that year,
resulting in a credit of approximately $195,000 for 2014 Redevelopment Department
expenditures. Mr. Lee stated $237,570.94 was expended in 2014 and, taking in mind the
$195,000 credit, proposed approval of a grant to the City for 2014 Redevelopment Department
expenditures in the amount of $41,852.11.
Mr. Lee confirmed this amount is within the budgeted amount and the source of funds would be
cash funds from the Redevelopment Commission.
Mr. Bowers moved for approval, seconded by Mr. Dalzell. Approved unanimously.
Brief discussion ensued regarding the capital improvement project budget and budget for
reflecting pool repairs. Mr. Bowers stated he wanted to make it clear that it was contemplated in
the 2015 budget.
Other Business
None at this time.
Adjournment
Mr. Worrell moved the meeting be adjourned pending the execution of documents and seconded
by Mr. Dalzell. The meeting was adjourned at 9:16 a.m.
The next regularly scheduled meeting is Wednesday, February 18, 2015.
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Carmel Redevelopment Commission
Annual Budget Summary Update
as of 1/31/15
Reference B C D E F Reference
1 Actual PROJECTED 1
2 January February Total % Complete 2015 Budget 2
3 Projections 3
4 BEGINNING BALANCE WITHOUT RESTRICTED FUNDS $5,030,468 $4,898,231 4
5 5
6 RESTRICTED FUNDS BALANCE 6
7 Energy Center Consumption Reserve Balance 500,000 500,000 500,000 7
8 Interest for Energy Center Consumption Reserve 1,801 1,801 1,801 8
9 Civic Rent Reserve Balance 800,000 800,000 800,000 9
10 Interest for Civic Rent Reserve 1,935 1,935 1,935 10
11 Supplemental Reserve Fund Balance 2,526,168 2,526,168 4,453,988 11
12 Interest for Supplemental Reserve Fund 470 470 470 12
13 Total Restricted Funds Balance 3,830,374 3,830,374 5,758,194 13
14 14
15 BEGINNING BALANCE WITH RESTRICTED FUNDS 8,860,842 8,728,604 15
16 16
17 TRANSFERS FROM RESTRICTED FUNDS 17
18 Transfer from Energy Center Consumption Reserve 18
19 Transfer from Civic Rent Reserve 19
20 Total Transfers From Restricted Funds 20
21 21
22 RECEIPTS - TIF 22
23 Interest 4 4 23
24 Net Increment 18,029,910 24
25TIF Revenue, Net of Developer Pass Through 9,908 18,039,818 0%18,029,91025
26 Certificates of Participation, Series 2010C 0 (1,363,619) 0%(1,363,619)28
27 Illinois Street Bond 0 (913,169) 0%(913,169)29
28 2013 Illinois Street Bond 0 (220,025) 0%(220,025)30
29 2005 and 2014 PAC Lease 0 (5,653,000) 0%(5,653,000)31
30 2012 Lease 0 (9,962,000) 0%(9,962,000)32
31 Net Increment after Debt Service and Developer Pass Through 9,912 - (71,991) -12%(81,903)33
32 TOTAL RECEIPTS - TIF 9,912 - (71,991)-12%(81,903) 34
33 35
34 RECEIPTS - NON TIF 36
35 Interest 394 394 37
36 Energy Consumption Payments 26,922 26,922 323,060 8%323,060 38
37 REI Energy Payments (2015)20,923 10,462 136,000 17%125,538 39
38 4CDC Grants 0 400,000 0%400,000 40
39 Civic Rent 0 250,000 0%250,000 41
40 Keystone Group, LLC Receivable (Bond Enhancement) 2014 0 190,092 190,092 0%0 42
41 Keystone Group, LLC Receivable (Bond Enhancement) 2015 0 200,000 0%200,000 43
42 Sale of Real Property 0 0 0%44
43 Miscellaneous Receipts 15,963 15,963 0%0 45
44 TOTAL RECEIPTS - NON TIF 64,202 227,475 1,515,509 5%1,298,598 46
45 TOTAL RECEIPTS 74,114 227,475 1,443,518 1,216,695 47
46 48
47 EXPENDITURES - TIF 49
48 Project Professional Fees 50
49 Legal Fees 96,042 8,013 588,000 16%588,000 51
50 Architecture/Engineering Fees 0 10,000 0%10,000 52
51 Accounting Fees 6,170 963 31,450 20%31,450 53
52 Miscellaneous Professional Fees 0 30,000 0%30,000 54
53 Construction 55
54 Mezz Building Site Construction 0 334,306 0%334,306 56
55 Mezz Utility Relocation 0 250,000 0%250,000 57
56 Nash Streetscape 0 48,335 0%48,335 58
57 Capital Improvement Projects 0 1,000,000 0%1,000,000 59
58 Bond and Trustee Fees 950 22,922 4%22,922 60
59 Transfer to Supplemental Reserve Fund (Savings not transferred in 2015 as per RDA)- 0%61
60 TOTAL EXPENDITURES - TIF 103,162 8,975 2,315,013 4%2,315,013 62
61 63
62 EXPENDITURES - NON TIF 64
63 Village Financial Secondary IPC 61,337 141,291 77%79,954 26
64 2006 COIT Refunding Bond 0 959,243 0%959,243 27
65 Reimbursement of Actual Expenditures for Redevelopment Department 41,852 566,517 8%524,665 65
66 Sophia Square Garage Expenses 0 300,000 0%300,000 66
67 Miscellaneous Expenditures 0 10,000 0%10,000 67
68 TOTAL EXPENDITURES - NON TIF 103,189 0 1,977,051 6%1,873,862 68
69 TOTAL EXPENDITURES 206,351 8,975 4,292,064 5%4,188,875 69
70 70
71 ENDING BALANCE WITHOUT RESTRICTED FUNDS 4,898,231 5,116,731 2,181,922 $2,058,289 71
72 ENDING BALANCE WITH RESTRICTED FUNDS $8,728,605 $8,947,105 $7,940,116 72
A
-1-
Date Amount Source Description
1/12/2015 15,963.00Pedcor
Pedcor's share of cost for Nash
streetscape pavers
1/14/2015 20,923.00 REI
Energy payment - Tarkington and Office
Building One (November and December)
1/29/2015 26,921.64 City of Carmel
Energy payment - Palladium, City Hall,
Police Department, Fire Department
(January)
Total $63,807.64
Carmel Redevelopment Commission
902 Fund Non-TIF Revenue
January 2015
RESOLUTION NO. 2015-1
RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION
CONFIRMING A RESOLUTION AMENDING THE DECLARATORY RESOLUTION
AND THE ECONOMIC DEVELOPMENT PLAN FOR THE CARMEL DOWNTOWN
ECONOMIC DEVELOPMENT AREA
WHEREAS, the City of Carmel Redevelopment Commission (the “Commission”),
governing body of the City of Carmel Department of Redevelopment, pursuant to Indiana Code
36-7-14, as amended (the “Act”), previously adopted and confirmed a resolution (the “Original
Declaratory Resolution”), for the purpose of (a) designating an area in the City of Carmel,
Indiana (the “City”), known as the Carmel Downtown Economic Development Area (the
“Economic Development Area”), as an economic development area pursuant to Section 41 of the
Act, (b) approving an economic development plan (the “Original Plan”) for the Economic
Development Area, pursuant to Section 41 of the Act, (c) designating a portion of the Economic
Development Area as an “allocation area” pursuant to Section 39 of the Act, known as the
Carmel Downtown Allocation Area No. 1 (the “Carmel Downtown Allocation Area No. 1”), and
(d) designating a portion of the Economic Development Area as an “allocation area” pursuant to
Section 39 of the Act, known as the Carmel Downtown Allocation Area No. 2 (the “Carmel
Downtown Allocation Area No. 2”); and
WHEREAS, pursuant to the Act, the Commission approved and adopted Resolution No.
2014-14 on September 15, 2014 (the “Amending Resolution”) for the purpose of (a)
incorporating into the Original Plan an addendum thereto in the form presented at that meeting
(the “Plan Addendum”), (b) removing the area described in Exhibit B to the Amending
Resolution from the Carmel Downtown Allocation Area No. 1, and designating such area as its
own separate allocation area, known as the “Carmel Downtown Allocation Area No. 3,” (c)
removing the area described in Exhibit C to the Amending Resolution from the Carmel
Downtown Allocation Area No. 1, and designating such area as its own separate allocation area,
known as the “Motor Court East Allocation Area,” (d) removing the area described in Exhibit D
to the Amending Resolution from the Carmel Downtown Allocation Area No. 1, and designating
such area as its own separate allocation area, known as the “Motor Court West Allocation Area”,
and (e) removing the area described in Exhibit E to the Amending Resolution from the Carmel
Downtown Allocation Area No. 2, and designating such area as its own separate allocation area,
known as the “Pedcor Office 5 Allocation Area”; and
WHEREAS, pursuant to the Act, the City of Carmel Plan Commission approved and
adopted a resolution on September 16, 2014 (the “Plan Commission Order”) approving the
Amending Resolution and the Plan Addendum and determining that the Amending Resolution
and the Plan Addendum conform to the plan of development for the City; and
WHEREAS, pursuant to Section 16 of the Act, the Common Council of the City on
December 15, 2014, adopted a resolution approving the Amending Resolution, the Plan
Commission Order and the Plan Addendum; and
2
WHEREAS, pursuant to Section 17 of the Act, the Commission caused to be published a
notice of public hearing with respect to the Amending Resolution and filed a copy of said notice
in the offices of all departments, bodies or officers of the City having to do with City planning,
variances from zoning ordinances, land use or the issuance of building permits; and
WHEREAS, pursuant to Section 17 of the Act, the Commission also filed with each
taxing unit located, wholly or partially within the Carmel Downtown Allocation Area No. 3, the
Motor Court East Allocation Area, the Motor Court West Allocation Area and the Pedcor Office
5 Allocation Area, a copy of the notice of public hearing and a statement disclosing the impact of
the allocation areas; and
WHEREAS, at the hearing held by the Commission on the 18th day of February, 2015,
the Commission heard all persons interested in the proceedings and considered written
remonstrances and objections, if any; and
WHEREAS, the Commission now desires to take final action determining the public
utility and benefit of the proposed development projects in the Plan Addendum and confirming
the Amending Resolution, in accordance with Section 17 of the Act.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Redevelopment
Commission, governing body of the City of Carmel Department of Redevelopment, as follows:
1. After considering the evidence presented at the public hearing held on the date
hereof, the Commission hereby confirms the findings and determinations, designations and
approving and adopting actions contained in the Amending Resolution.
2. The Commission hereby finds and determines that it will be of public utility and
benefit to proceed with the Original Plan, as modified by the Amending Resolution and the Plan
Addendum.
3. The Amending Resolution is hereby confirmed in all respects.
4. This Resolution constitutes final action, pursuant to Section 17(d) of the Act, by
the Commission determining the public utility and benefit of the proposed projects and
confirming the Amending Resolution.
5. The Secretary of the Commission is directed to record the final action taken by
the Commission pursuant to the requirements of Section 17(d) of the Act.
3
Adopted the 18th day of February, 2015.
CITY OF CARMEL REDEVELOPMENT
COMMISSION
President
Vice President
Secretary
Member
Member
INDS01 BJB 1497592v1
RESOLUTION NO. 2015-2
RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION
CONFIRMING A RESOLUTION AMENDING THE DECLARATORY RESOLUTION
AND THE REDEVELOPMENT PLAN FOR THE CITY CENTER
REDEVELOPMENT AREA
WHEREAS, the City of Carmel Redevelopment Commission (the “Commission”),
governing body of the City of Carmel Department of Redevelopment, pursuant to Indiana Code
36-7-14, as amended (the “Act”), previously adopted and amended resolutions (collectively, the
“Original Declaratory Resolution”), for the purpose of (a) designating an area in the City of
Carmel, Indiana (the “City”), known as the City Center Redevelopment Area (the
“Redevelopment Area”), as a redevelopment area pursuant to Section 15 of the Act, (b)
approving a redevelopment plan for the Redevelopment Area, pursuant to Section 15 of the Act,
which plan has subsequently been incorporated into and replaced by an Integrated Economic
Development Plan & Amended Redevelopment Plan which applies to the Redevelopment Area
(the “Original Plan”) that was approved by the Commission; and (c) designating a portion of the
Redevelopment Area as an “allocation area” pursuant to Section 39 of the Act, known as the City
Center Redevelopment Allocation Area (the “City Center Redevelopment Allocation Area”); and
WHEREAS, pursuant to the Act, the Commission approved and adopted Resolution No.
2014-15 on September 15, 2014 (the “Amending Resolution”) for the purpose of (a)
incorporating into the Original Plan an addendum thereto in the form presented at that meeting
(the “Plan Addendum”), and (b) removing the area described in Exhibit B to the Amending
Resolution from the City Center Redevelopment Allocation Area, and designating such area as
its own separate allocation area, known as the “Kent Allocation Area”; and
WHEREAS, pursuant to the Act, the City of Carmel Plan Commission approved and
adopted a resolution on September 16, 2014 (the “Plan Commission Order”) approving the
Amending Resolution and the Plan Addendum and determining that the Amending Resolution
and the Plan Addendum conform to the plan of development for the City; and
WHEREAS, pursuant to Section 16 of the Act, the Common Council of the City on
December 15, 2014, adopted a resolution approving the Amending Resolution, the Plan
Commission Order and the Plan Addendum; and
WHEREAS, pursuant to Section 17 of the Act, the Commission caused to be published a
notice of public hearing with respect to the Amending Resolution and filed a copy of said notice
in the offices of all departments, bodies or officers of the City having to do with City planning,
variances from zoning ordinances, land use or the issuance of building permits; and
WHEREAS, pursuant to Section 17 of the Act, the Commission also filed with each
taxing unit located wholly or partially, within the Kent Allocation Area a copy of the notice of
public hearing and a statement disclosing the impact of the allocation area; and
2
WHEREAS, at the hearing held by the Commission on the 18th day of February, 2015,
the Commission heard all persons interested in the proceedings and considered written
remonstrances and objections, if any; and
WHEREAS, the Commission now desires to take final action determining the public
utility and benefit of the proposed development projects in the Plan Addendum and confirming
the Amending Resolution, in accordance with Section 17 of the Act.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Redevelopment
Commission, governing body of the City of Carmel Department of Redevelopment, as follows:
1. After considering the evidence presented at the public hearing held on the date
hereof, the Commission hereby confirms the findings and determinations, designations and
approving and adopting actions contained in the Amending Resolution.
2. The Commission hereby finds and determines that it will be of public utility and
benefit to proceed with the Original Plan, as modified by the Amending Resolution and the Plan
Addendum.
3. The Amending Resolution is hereby confirmed in all respects.
4. This Resolution constitutes final action, pursuant to Section 17(d) of the Act, by
the Commission determining the public utility and benefit of the proposed projects and
confirming the Amending Resolution.
5. The Secretary of the Commission is directed to record the final action taken by
the Commission pursuant to the requirements of Section 17(d) of the Act.
3
Adopted the 18th day of February, 2015.
CITY OF CARMEL REDEVELOPMENT
COMMISSION
President
Vice President
Secretary
Member
Member
INDS01 BJB 1497692v1
RESOLUTION NO. 2015-3
RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION
AUTHORIZING ISSUANCE OF BONDS FOR THE PURPOSE OF PROVIDING FUNDS
TO BE APPLIED TO PAY FOR VARIOUS PROJECTS AND TO PAY INCIDENTAL
EXPENSES IN CONNECTION THEREWITH AND ON ACCOUNT OF THE
ISSUANCE OF THE BONDS
WHEREAS, within the City of Carmel, Indiana, a governmental unit and political
subdivision of the State (the “Unit”), there is created the City of Carmel Redevelopment District
(the “District”), governed by the City of Carmel Redevelopment Commission (the
“Commission”); and
WHEREAS, the Commission deems it advisable to issue, in one or more series, all or
any portion of which may be taxable or tax-exempt for federal income tax purposes, the “City of
Carmel, Indiana, Redevelopment District Bonds of 2015 [(Taxable)]” (with such further or
different series designation as determined to be necessary or appropriate, including a different
series designation to indicate the year in which such bonds are issued) (the “2015 Bonds”) in an
original aggregate principal amount not to exceed Twenty Million Dollars ($20,000,000) (the
“Authorized Amount”) for the purposes of providing funds to (i) pay the costs of the projects
described on Exhibit A to this Resolution (collectively, the “Project”), (ii) pay capitalized
interest on the Bonds, if any, (iii) fund a debt service reserve fund or pay the premium for a debt
service reserve fund surety policy, if necessary, and (iv) pay the costs and expenses incurred in
connection with or on account of the issuance and sale of the 2015 Bonds, including payment of
the premium for a municipal bond insurance policy, if necessary; and
WHEREAS, the Project directly serves or benefits one or more economic development
or redevelopment areas designated by the Commission; and
WHEREAS, it would be of public utility and benefit and in the best interests of the
District and its citizens to pay the costs of the Project and of the sale and issuance of the 2015
Bonds, which will provide special benefits to property owners in the District, such 2015 Bonds
to be issued as obligations of the District payable from special ad valorem property taxes and
other revenues of the Commission as described more fully herein; and
WHEREAS, the original principal amount of the 2015 Bonds, together with the
outstanding principal amount of any bonds previously issued by the Commission payable from
the Special Tax (as defined in Section 3 hereof), is no more than two percent (2%) of the
adjusted value of the taxable property in the District, as determined under Ind. Code § 36-1-15;
and
WHEREAS, the amount of proceeds of the 2015 Bonds allocated to pay costs of the
Project, together with estimated investment earnings thereon, does not exceed the cost of the
Project as estimated by the Commission; and
WHEREAS, the Commission did not include the proceeds of the 2015 Bonds in the
regular budget for the year 2015; and
2
WHEREAS, there are insufficient funds available or provided for in the existing budget
and tax levy which may be applied to the cost of the Project, and the issuance of the 2015 Bonds
has been authorized to procure the necessary funds and a necessity exists for the making of the
additional appropriation set out herein; and
WHEREAS, notice of a hearing on said appropriation has been published as required by
law, and such public hearing was held on November 7, 2014, at 6:30 p.m. (local time) in the
Council Chambers at the Carmel City Hall, on said appropriation at which all taxpayers and
interested persons had an opportunity to appear and express their views regarding such additional
appropriation; and
WHEREAS, all conditions precedent to the adoption of a resolution authorizing the
issuance of the 2015 Bonds have been complied with in accordance with the applicable
provisions of the Act.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CARMEL
REDEVELOPMENT COMMISSION, GOVERNING BODY OF THE CITY OF
CARMEL REDEVELOPMENT DISTRICT, AS FOLLOWS:
SECTION 1. Authorization for Bonds. In order to provide financing for the Project as
described above and the costs of selling and issuing the 2015 Bonds, the District shall borrow
money, and the Unit, acting for and on behalf of the District, shall issue the 2015 Bonds as
herein authorized.
SECTION 2. Appropriation of Bond Proceeds. The Commission hereby makes an
appropriation in an amount equal to the proceeds of 2015 Bonds, which may be issued in one or
more series, in an aggregate principal amount not to exceed $20,000,000, plus all investment
earnings thereon, for the use of the Commission in paying the costs of the Project. Such
appropriation shall be in addition to all appropriations provided for in the existing budget and
levy, and shall continue in effect until the completion of the Project. Any surplus of such
proceeds shall be credited to the proper fund as provided by law. All actions previously taken in
connection with such appropriation, including publication of the notice of the public hearing, be,
and hereby are, ratified and approved. A certified copy of this resolution, together with such
other proceedings and actions as may be necessary, shall be filed by the Clerk-Treasurer, along
with a report of the appropriation, with the Indiana Department of Local Government Finance.
SECTION 3. General Terms of Bonds.
(a) Issuance of 2015 Bonds. In order to procure said loan for such purposes, the
Commission hereby authorizes the issuance of the 2015 Bonds as described herein. The Clerk-
Treasurer, as the fiscal officer of the Unit (the “Fiscal Officer”), is hereby authorized and
directed to have prepared and to issue and sell the 2015 Bonds as negotiable, fully registered
bonds of the District in an amount not to exceed the Authorized Amount.
The 2015 Bonds shall be signed in the name of the Unit, acting for and on behalf of the
District, by the manual or facsimile signature of the Mayor, as executive of the Unit (the
“Executive”), and attested by the manual or facsimile signature of the Fiscal Officer, who shall
affix the seal of the Unit to each of the 2015 Bonds manually or shall have the seal imprinted or
3
impressed thereon by facsimile or other means. In case any officer whose signature or facsimile
signature appears on the 2015 Bonds shall cease to be such officer before the delivery of 2015
Bonds, such signature shall nevertheless be valid and sufficient for all purposes as if such officer
had remained in office until delivery thereof. The 2015 Bonds also shall be, and will not be valid
or become obligatory for any purpose or entitled to any benefit under this resolution unless and
until, authenticated by the manual signature of the Registrar (as defined in Section 5 hereof).
The 2015 Bonds shall be numbered consecutively from R-1 upward, shall be issued in
denominations of Five Thousand Dollars ($5,000) or any integral multiple thereof, shall be
originally dated as of the first day of the month in which the 2015 Bonds are sold or dated the
date of delivery, as determined by the Fiscal Officer, and shall bear interest payable semi-
annually on a January 15 or July 15 determined by the Fiscal Officer at the time of the sale of the
2015 Bonds, commencing no earlier than July 15, 2015, and continuing each January 15 and July
15 thereafter at a rate or rates not exceeding eight percent (8.00%) per annum (the exact rate or
rates to be determined by bidding or negotiation), calculated on the basis of a 360-day year
comprised of twelve 30-day months. The 2015 Bonds shall mature on January 15 and/or July 15
of each year in the years and in the amounts determined by the Fiscal Officer at the time of the
sale of the 2015 Bonds, provided that the final maturity shall be no later than twenty-five (25)
after the date of issuance of the first series of the 2015 Bonds. The President of the Commission
may, upon the advice of the Commission’s financial advisor, elect to (a) issue any and all series
of the 2015 Bonds as taxable bonds or tax-exempt bonds for purposes of Section 103 of the
Internal Revenue Code of 1986, as amended, (b) procure any credit enhancement for any series
of the 2015 Bonds, including, but not limited to, bond insurance, if, in the judgment of the
President of the Commission, such actions would be advantageous for the marketing of any
series of the 2015 Bonds, and (c) execute any and all documents in connection with the
procurement of such credit enhancement.
All or a portion of the 2015 Bonds may be aggregated into and issued as one or more
term bonds. The term bonds will be subject to mandatory sinking fund redemption with sinking
fund payments and final maturities corresponding to the serial maturities described above.
Sinking fund payments shall be applied to retire a portion of the term bonds as though it were a
redemption of serial bonds, and, if more than one term bond of any maturity is outstanding,
redemption of such maturity shall be made by lot. Sinking fund redemption payments shall be
made in a principal amount equal to such serial maturities, plus accrued interest to the
redemption date, but without premium or penalty. For all purposes of this resolution, such
mandatory sinking fund redemption payments shall be deemed to be required payments of
principal which mature on the date of such sinking fund payments. Appropriate changes shall be
made in the definitive form of 2015 Bonds, relative to the form of 2015 Bonds contained in this
resolution, to reflect any mandatory sinking fund redemption terms.
(b) Source of Payment. The 2015 Bonds are, as to all the principal thereof and
interest due thereon, obligations of the District as a special taxing district, payable from special
ad valorem property taxes on all taxable property within the District pursuant to Ind. Code § 36-
7-14-27 (the “Special Tax”) to the extent other revenues of the Commission are not sufficient for
such purpose as described in Section 9 hereof.
4
(c) Payments. All payments of interest on the 2015 Bonds shall be paid by check
mailed one business day prior to the interest payment date to the registered owners thereof as of
the first (1st) day of the month in which interest is payable (the “Record Date”) at the addresses
as they appear on the registration and transfer books of the Commission kept for that purpose by
the Registrar (the “Registration Record”) or at such other address as is provided to the Paying
Agent (as defined in Section 5 hereof) in writing by such registered owner. Each registered
owner of $1,000,000 or more in principal amount of 2015 Bonds shall be entitled to receive
interest payments by wire transfer by providing written wire instructions to the Paying Agent
before the Record Date for any payment. All principal payments and premium payments, if any,
on the 2015 Bonds shall be made upon surrender thereof at the principal office of the Paying
Agent, in any U.S. coin or currency which on the date of such payment shall be legal tender for
the payment of public and private debts, or in the case of a registered owner of $1,000,000 or
more in principal amount of 2015 Bonds, by wire transfer on the due date upon written direction
of such owner provided at least fifteen (15) days prior to the maturity date or redemption date.
Interest on 2015 Bonds shall be payable from the interest payment date to which interest
has been paid next preceding the authentication date thereof, unless such 2015 Bonds are
authenticated after the Record Date for an interest payment and on or before such interest
payment date in which case they shall bear interest from such interest payment date, or unless
authenticated on or before the Record Date for the first interest payment date, in which case they
shall bear interest from the original date, until the principal shall be fully paid.
(d) Transfer and Exchange. Each 2015 Bond shall be transferable or exchangeable
only upon the Registration Record, by the registered owner thereof in writing, or by the
registered owner’s attorney duly authorized in writing, upon surrender of such 2015 Bond
together with a written instrument of transfer or exchange satisfactory to the Registrar duly
executed by the registered owner or such attorney, and thereupon a new fully registered 2015
Bond or Bonds in the same aggregate principal amount, and of the same maturity, shall be
executed and delivered in the name of the transferee or transferees or the registered owner, as the
case may be, in exchange therefor. The costs of such transfer or exchange shall be borne by the
Commission, except for any tax or governmental charges required to be paid in connection
therewith, which shall be payable by the person requesting such transfer or exchange. The Unit,
Commission, Registrar and Paying Agent may treat and consider the persons in whose names
such 2015 Bonds are registered as the absolute owners thereof for all purposes including for the
purpose of receiving payment of, or on account of, the principal thereof and interest and
premium, if any, due thereon.
(e) Mutilated, Lost, Stolen or Destroyed Bonds. In the event any 2015 Bond is
mutilated, lost, stolen or destroyed, the Unit may execute and the Registrar may authenticate a
new bond of like date, maturity and denomination as that mutilated, lost, stolen or destroyed,
which new bond shall be marked in a manner to distinguish it from the bond for which it was
issued, provided that, in the case of any mutilated bond, such mutilated bond shall first be
surrendered to the Registrar, and in the case of any lost, stolen or destroyed bond there shall be
first furnished to the Registrar evidence of such loss, theft or destruction satisfactory to the Fiscal
Officer and the Registrar, together with indemnity satisfactory to them. In the event any such
bond shall have matured, instead of issuing a duplicate bond, the Unit and the Registrar may,
upon receiving indemnity satisfactory to them, pay the same without surrender thereof. The Unit
5
and the Registrar may charge the owner of such 2015 Bond with their reasonable fees and
expenses in this connection. Any 2015 Bond issued pursuant to this paragraph shall be deemed
an original, substitute contractual obligation of the Unit, acting for and on behalf of the District,
whether or not the lost, stolen or destroyed 2015 Bond shall be found at any time, and shall be
entitled to all the benefits of this resolution, equally and proportionately with any and all other
2015 Bonds issued hereunder.
SECTION 4. Terms of Redemption. The 2015 Bonds may be made redeemable at the
option of the Commission on thirty (30) days’ notice, in whole or in part, in any order of
maturities selected by the Commission and by lot within a maturity, on dates (but not earlier than
seven (7) years following the date of issuance of any series of the 2015 Bonds) and with
premiums, if any, and other terms as determined by the President of the Commission with the
advice of the Commission’s financial advisor, as evidenced by delivery of the form of 2015
Bonds to the Fiscal Officer.
Notice of redemption shall be mailed by first-class mail to the address of each registered
owner of a 2015 Bond to be redeemed as shown on the Registration Record not more than sixty
(60) days and not less than thirty (30) days prior to the date fixed for redemption except to the
extent such redemption notice is waived by owners of 2015 Bonds redeemed, provided, however,
that failure to give such notice by mailing, or any defect therein, with respect to any 2015 Bond
shall not affect the validity of any proceedings for the redemption of any other 2015 Bonds. The
notice shall specify the date and place of redemption, the redemption price and the CUSIP
numbers (if any) of the 2015 Bonds called for redemption. The place of redemption may be
determined by the Commission. Interest on the 2015 Bonds so called for redemption shall cease
on the redemption date fixed in such notice if sufficient funds are available at the place of
redemption to pay the redemption price on the date so named, and thereafter, such 2015 Bonds
shall no longer be protected by this resolution and shall not be deemed to be outstanding
hereunder, and the holders thereof shall have the right only to receive the redemption price.
All 2015 Bonds which have been redeemed shall be canceled and shall not be reissued;
provided, however, that one or more new registered bonds shall be issued for the unredeemed
portion of any 2015 Bond without charge to the holder thereof.
No later than the date fixed for redemption, funds shall be deposited with the Paying
Agent or another paying agent to pay, and such agent is hereby authorized and directed to apply
such funds to the payment of, the 2015 Bonds or portions thereof called for redemption,
including accrued interest thereon to the redemption date. No payment shall be made upon any
2015 Bond or portion thereof called for redemption until such bond shall have been delivered for
payment or cancellation or the Registrar shall have received the items required by this resolution
with respect to any mutilated, lost, stolen or destroyed bond.
SECTION 5. Appointment of Registrar and Paying Agent. The Fiscal Officer is hereby
appointed to serve as registrar and paying agent for the 2015 Bonds (together with any successor,
the “Registrar” or “Paying Agent”). The Fiscal Officer may appoint a duly qualified bank or
financial institution to serve as Registrar and Paying Agent under this resolution, which bank or
financial institution shall thereafter be charged with the performance of the duties and
responsibilities of Registrar and Paying Agent as set forth herein. The Registrar is hereby
6
charged with the responsibility of authenticating the 2015 Bonds, and shall keep and maintain
the Registration Record at its office. The Fiscal Officer is hereby authorized to enter into such
agreements or understandings with any such institution as will enable the institution to perform
the services required of the Registrar and Paying Agent. The Fiscal Officer is authorized to pay
such fees as any such institution may charge for the services it provides as Registrar and Paying
Agent.
The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent by
giving thirty (30) days written notice to the Commission and to each registered owner of the
2015 Bonds then outstanding, and such resignation will take effect at the end of such thirty (30)
days or upon the earlier appointment of a successor Registrar and Paying Agent by the
Commission. Such notice to the Commission may be served personally or be sent by first-class
or registered mail. The Registrar and Paying Agent may be removed at any time as Registrar and
Paying Agent by the Commission, in which event the Commission may appoint a successor
Registrar and Paying Agent. The Commission shall notify each registered owner of the 2015
Bonds then outstanding of the removal of the Registrar and Paying Agent. Notices to registered
owners of the 2015 Bonds shall be deemed to be given when mailed by first-class mail to the
addresses of such registered owners as they appear on the Registration Record. Any predecessor
Registrar and Paying Agent shall deliver all the 2015 Bonds, cash and investments related
thereto in its possession and the Registration Record to the successor Registrar and Paying
Agent. At all times, the same entity shall serve as Registrar and as Paying Agent.
SECTION 6. Form of Bonds; Authorization for Book-Entry System. The form and
tenor of the 2015 Bonds shall be substantially as follows, all blanks to be filled in properly and
all necessary additions and deletions to be made prior to delivery thereof:
R-
UNITED STATES OF AMERICA
STATE OF INDIANA COUNTY OF HAMILTON
CITY OF CARMEL, INDIANA
REDEVELOPMENT DISTRICT BOND OF 2015 [(TAXABLE)]
Interest
Rate
Maturity
Date
Original
Date
Authentication
Date CUSIP
REGISTERED OWNER:
PRINCIPAL SUM: Dollars ($__________)
The City of Carmel, Indiana (the “Unit”), acting for and on behalf of the City of Carmel
Redevelopment District (the “District”)(which District includes all of the territory within the
corporate boundaries of Carmel, Indiana), for value received, hereby promises to pay to the
Registered Owner set forth above, the Principal Sum set forth above on the Maturity Date set
7
forth above (unless this bond is subject to and is called for redemption prior to maturity as
hereafter provided), and to pay interest thereon until the Principal Sum shall be fully paid at the
Interest Rate per annum specified above from the interest payment date to which interest has
been paid next preceding the Authentication Date of this bond unless this bond is authenticated
after the first day of the month of the interest payment date (the “Record Date”) and on or before
such interest payment date in which case it shall bear interest from such interest payment date, or
unless this bond is authenticated on or before [January/July] 1, 201_ in which case it shall bear
interest from the Original Date, which interest is payable semi-annually on January 15 and July
15 of each year, beginning on [January/July] 15, 201_. Interest shall be calculated on the basis
of a 360-day year comprised of twelve 30-day months.
The principal of and premium, if any, on this bond are payable at the principal office of
______________________ (the “Registrar” or “Paying Agent”), in ___________, Indiana. All
payments of interest on this bond shall be paid by check mailed one business day prior to the
interest payment date to the Registered Owner as of the Record Date at the address as it appears
on the registration books kept by the Registrar or at such other address as is provided to the
Paying Agent in writing by the Registered Owner. Each Registered Owner of $1,000,000 or
more in principal amount of bonds shall be entitled to receive interest payments by wire transfer
by providing written wire instructions to the Paying Agent before the Record Date for any
payment. All payments of principal of and premium, if any, on this bond shall be made upon
surrender thereof at the principal office of the Paying Agent in any U.S. coin or currency which
on the date of such payment shall be legal tender for the payment of public and private debts, or
in the case of a Registered Owner of $1,000,000 or more in principal amount of 2015 Bonds, by
wire transfer on the due date upon written direction of such owner provided at least fifteen (15)
days prior to the maturity date or redemption date.
This bond is one of an authorized issue of bonds of the District of like original date, tenor
and effect, except as to denomination, numbering, interest rates, redemption terms and dates of
maturity, in the total amount of ___________________________ Dollars ($___________),
numbered consecutively from R-1 upward, issued for the purpose of providing funds for to pay
the costs of certain economic development projects, [to pay capitalized interest,] [to fund a debt
service reserve fund/ to pay the premium for a debt service reserve fund surety policy], and to
pay the costs and expenses incurred in connection with or on account of the issuance and sale of
the such bonds, as authorized by Resolution No. ________ adopted by the City of Carmel
Redevelopment Commission (the “Commission”) on the 18th day of February, 2015, entitled
“Resolution of the City of Carmel Redevelopment Commission Authorizing Issuance of Bonds
for the Purpose of Providing Funds to be Applied to Pay for Various Projects and to Pay
Incidental Expenses in Connection Therewith and on Account of the Issuance of the Bonds” (the
“Resolution”), and in accordance with the provisions of Indiana law, including without limitation
Ind. Code § 36-7-14, and other applicable laws, as amended (collectively, the “Act”), all as more
particularly described in the Resolution. The owner of this bond, by the acceptance hereof,
agrees to all the terms and provisions contained in the Resolution and the Act.
Pursuant to the provisions of the Act and the Resolution, the principal of and interest on
this bond and all other bonds of said issue are payable as an obligation of the City of Carmel
Redevelopment District, as a special taxing district, from a special ad valorem property tax to be
levied on all taxable property within the District to the extent other revenues of the Commission
8
are not sufficient for such purpose. THIS BOND DOES NOT CONSTITUTE A CORPORATE
OBLIGATION OR INDEBTEDNESS OF THE CITY OF CARMEL, INDIANA, BUT IS AN
INDEBTEDNESS OF THE CITY OF CARMEL REDEVELOPMENT DISTRICT AS A
SPECIAL TAXING DISTRICT. NEITHER THE FULL FAITH AND CREDIT NOR THE
TAXING POWER OF CITY OF CARMEL, INDIANA, IS PLEDGED TO PAY THE
INTEREST OR PREMIUM ON OR THE PRINCIPAL OF THIS BOND.
The bonds of this issue maturing on or after _________15, ____are redeemable at the
option of the Commission on _______15, ___or any date thereafter, on thirty (30) days’ notice,
in whole or in part, in any order of maturities selected by the Commission and by lot within a
maturity, at 100% of face value plus accrued interest to the date fixed for redemption. Each
minimum authorized denomination in principal amount shall be considered a separate bond for
purposes of partial redemption.
[Insert Mandatory Redemption Terms, if any.]
Notice of such redemption shall be mailed by first-class mail not more than sixty (60)
days and not less than thirty (30) days prior to the date fixed for redemption to the address of the
registered owner of each bond to be redeemed as shown on the registration record of the
Commission except to the extent such redemption notice is waived by owners of the bond or
bonds redeemed, provided, however, that failure to give such notice by mailing, or any defect
therein, with respect to any bond shall not affect the validity of any proceedings for the
redemption of any other bonds. The notice shall specify the date and place of redemption, the
redemption price and the CUSIP numbers (if any) of the bonds called for redemption. The place
of redemption may be determined by the Commission. Interest on the bonds so called for
redemption shall cease on the redemption date fixed in such notice if sufficient funds are
available at the place of redemption to pay the redemption price on the date so named, and
thereafter, such bonds shall no longer be protected by the Resolution and shall not be deemed to
be outstanding thereunder.
This bond is subject to defeasance prior to payment or redemption as provided in the
Resolution.
If this bond shall not be presented for payment or redemption on the date fixed therefor,
the Commission may deposit in trust with the Paying Agent or another paying agent, an amount
sufficient to pay such bond or the redemption price, as the case may be, and thereafter the
Registered Owner shall look only to the funds so deposited in trust for payment and the Unit
shall have no further obligation or liability in respect thereto.
This bond is transferable or exchangeable only upon the registration record kept for that
purpose at the office of the Registrar by the Registered Owner in person, or by the Registered
Owner’s attorney duly authorized in writing, upon surrender of this bond together with a written
instrument of transfer or exchange satisfactory to the Registrar duly executed by the Registered
Owner or such attorney, and thereupon a new fully registered bond or bonds in the same
aggregate principal amount, and of the same maturity, shall be executed and delivered in the
name of the transferee or transferees or the Registered Owner, as the case may be, in exchange
therefor. The Unit, the Commission, any registrar and any paying agent for this bond may treat
9
and consider the person in whose name this bond is registered as the absolute owner hereof for
all purposes including for the purpose of receiving payment of, or on account of, the principal
hereof and interest and premium, if any, due hereon.
The bonds maturing on any maturity date are issuable only in the denomination of $5,000
or any integral multiple.
[A Continuing Disclosure Contract from the Commission to each registered owner or
holder of any bond, dated as of the date of initial issuance of the bonds (the “Contract”), has been
executed by the Commission, a copy of which is available from the Commission and the terms of
which are incorporated herein by this reference. The Contract contains certain promises of the
Commission to each registered owner or holder of any bond, including a promise to provide
certain continuing disclosure. By its payment for and acceptance of this bond, the registered
owner or holder of this bond assents to the Contract and to the exchange of such payment and
acceptance for such promises.]
It is hereby certified and recited that all acts, conditions and things required to be done
precedent to and in the execution, issuance and delivery of this bond have been done and
performed in regular and due form as provided by law.
This bond shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been executed by an authorized representative of the Registrar.
IN WITNESS WHEREOF, the Redevelopment Commission of the City of Carmel, State
of Indiana, has caused this bond to be executed in the name of such Unit, for and on behalf of the
Redevelopment District of said Unit, by the manual or facsimile signature of the Mayor of said
Unit, and attested by manual or facsimile signature by the Clerk-Treasurer of said Unit, and the
seal of said Unit or a facsimile thereof to be affixed, engraved, imprinted or otherwise
reproduced hereon.
CITY OF CARMEL, INDIANA
By:
Mayor
(SEAL)
ATTEST:
Clerk-Treasurer
It is hereby certified that this bond is one of the bonds described in the within-mentioned
Resolution duly authenticated by the Registrar.
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[____________________], as Registrar
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN. COM. as tenants in common
TEN. ENT. as tenants by the entireties
JT. TEN. as joint tenants with right of survivorship and not as
tenants in common
UNIF. TRANS.
MIN. ACT
Custodian
(Cust.) (Minor)
under Uniform Transfers to Minors Act of
(State)
Additional abbreviations may also be used although not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________________________________________________
(please print or typewrite name and address of transferee)
___________________________________
(please insert social security or
other identifying number of assignee)
$______________ in principal amount (must be a multiple of $5,000) of the
within bond and all rights thereunder, and hereby irrevocably constitutes and
appoints _________, attorney, to transfer the within bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
11
NOTICE: Signature(s) must be
guaranteed by an eligible guarantor
institution participating in a
Securities Transfer Association
recognized signature guarantee
program.
NOTICE: The signature of this
assignment must correspond with the
name as it appears upon the face of the
within bond in every particular,
without alteration or enlargement or
any change whatever.
(End of Form of 2015 Bond)
The 2015 Bonds may, in compliance with all applicable laws, initially be issued and held
in book-entry form on the books of the central depository system, The Depository Trust
Company, its successors, or any successor central depository system appointed by the
Commission from time to time (the “Clearing Agency”), without physical distribution of bonds
to the purchasers. The following provisions of this Section apply in such event.
One definitive 2015 Bond of each maturity shall be delivered to the Clearing Agency (or
its agent) and held in its custody. The Unit and the Registrar and Paying Agent may, in
connection therewith, do or perform or cause to be done or performed any acts or things not
adverse to the rights of the holders of the 2015 Bonds as are necessary or appropriate to
accomplish or recognize such book-entry form 2015 Bonds.
During any time that the 2015 Bonds remain and are held in book-entry form on the
books of a Clearing Agency, (1) any such 2015 Bond may be registered upon the Registration
Record in the name of such Clearing Agency, or any nominee thereof, including Cede & Co.; (2)
the Clearing Agency in whose name such 2015 Bond is so registered shall be, and the Unit, the
Commission and the Registrar and Paying Agent may deem and treat such Clearing Agency as,
the absolute owner and holder of such 2015 Bond for all purposes of this resolution, including,
without limitation, the receiving of payment of the principal of and interest and premium, if any,
on such 2015 Bond, the receiving of notice and the giving of consent; (3) neither the Unit or the
Commission nor the Registrar or Paying Agent shall have any responsibility or obligation
hereunder to any direct or indirect participant, within the meaning of Section 17(a) of the
Securities Exchange Act of 1933, as amended, of such Clearing Agency, or any person on behalf
of which, or otherwise in respect of which, any such participant holds any interest in any 2015
Bond, including, without limitation, any responsibility or obligation hereunder to maintain
accurate records of any interest in any 2015 Bond or any responsibility or obligation hereunder
with respect to the receiving of payment of principal of or interest or premium, if any, on any
2015 Bond, the receiving of notice or the giving of consent; and (4) the Clearing Agency is not
required to present any 2015 Bond called for partial redemption, if any, prior to receiving
payment so long as the Registrar and Paying Agent and the Clearing Agency have agreed to the
method for noting such partial redemption.
If either the Commission receives notice from the Clearing Agency which is currently the
registered owner of the 2015 Bonds to the effect that such Clearing Agency is unable or
unwilling to discharge its responsibility as a Clearing Agency for the 2015 Bonds, or the
Commission elects to discontinue its use of such Clearing Agency as a Clearing Agency for the
12
2015 Bonds, then the Unit, the Commission and the Registrar and Paying Agent each shall do or
perform or cause to be done or performed all acts or things, not adverse to the rights of the
holders of the 2015 Bonds, as are necessary or appropriate to discontinue use of such Clearing
Agency as a Clearing Agency for the 2015 Bonds and to transfer the ownership of each of the
2015 Bonds to such person or persons, including any other Clearing Agency, as the holders of
the 2015 Bonds may direct in accordance with this resolution. Any expenses of such
discontinuance and transfer, including expenses of printing new certificates to evidence the 2015
Bonds, shall be paid by the Commission.
During any time that the 2015 Bonds are held in book-entry form on the books of a
Clearing Agency, the Registrar shall be entitled to request and rely upon a certificate or other
written representation from the Clearing Agency or any participant or indirect participant with
respect to the identity of any beneficial owner of 2015 Bonds as of a record date selected by the
Registrar. For purposes of determining whether the consent, advice, direction or demand of a
registered owner of a 2015 Bond has been obtained, the Registrar shall be entitled to treat the
beneficial owners of the 2015 Bonds as the bondholders and any consent, request, direction,
approval, objection or other instrument of such beneficial owner may be obtained in the fashion
described in this resolution.
During any time that the 2015 Bonds are held in book-entry form on the books of the
Clearing Agency, the provisions of its standard form of Letter of Representations, if executed in
connection with the issuance of the 2015 Bonds, as amended and supplemented, or any Blanket
Issuer Letter of Representations filed by the Unit, or any successor agreement shall control on
the matters set forth therein. The Executive is authorized to execute and deliver such a Letter of
Representations. The Registrar, by accepting the duties of Registrar under this resolution, agrees
that it will (i) undertake the duties of agent required thereby and that those duties to be
undertaken by either the agent or the issuer shall be the responsibility of the Registrar, and (ii)
comply with all requirements of the Clearing Agency, including without limitation same day
funds settlement payment procedures. Further, during any time that the 2015 Bonds are held in
book-entry form, the provisions of this Section shall control over conflicting provisions in any
other section of this resolution.
SECTION 7. Sale of Bonds. The 2015 Bonds shall be sold in a competitive sale or by
negotiation with a purchaser selected by the President of the Commission on advice of the
Commission’s financial advisor. If sold by competitive sale, the Fiscal Officer shall cause to be
published either (i) a notice of sale once each week for two consecutive weeks in accordance
with Ind. Code § 5-3-1-2, in which case the date fixed for the sale shall not be earlier than fifteen
(15) days after the first of such publications and not earlier than three (3) days after the second of
such publications, or (ii) a notice of intent to sell bonds once each week for two weeks in
accordance with Ind. Code § 5-1-11-2 and Ind. Code § 5-3-1-4 and in a newspaper of general
circulation published in the State capital, in which case bids may not be received more than
ninety (90) days after the first of such publications.
Any bids for the 2015 Bonds shall be sealed and shall be presented to the Fiscal Officer
or its designee in accord with the terms set forth in the sale notice. Bidders for the 2015 Bonds
shall be required to name the rate or rates of interest which the 2015 Bonds are to bear, which
shall be the same for all 2015 Bonds maturing on the same date and the interest rate bid on any
13
maturity of 2015 Bonds must be no less than the interest rate bid on any and all prior maturities,
not exceeding eight percent (8.00%) per annum. The Fiscal Officer shall award the 2015 Bonds
to the bidder who offers the lowest interest cost, to be determined by computing the total interest
on all the 2015 Bonds to their maturities and deducting therefrom the premium bid, if any, or
adding thereto the amount of the discount, if any. No bid for less than ninety-eight percent
(98%) of the par value of the 2015 Bonds, plus accrued interest, shall be considered. The Fiscal
Officer may require that all bids be accompanied by certified or cashier’s checks payable to the
order of the Commission, or a surety bond, in an amount not to exceed one percent of the
aggregate principal amount of the 2015 Bonds as a guaranty of the performance of said bid,
should it be accepted. In the event no satisfactory bids are received on the day named in the sale
notice, the sale may be continued from day to day thereafter for a period of thirty (30) days
without re-advertisement; provided, however, that if said sale is continued, no bid shall be
accepted which offers an interest cost which is equal to or higher than the best bid received at the
time fixed for sale in the bond sale notice. The Fiscal Officer shall have full right to reject any
and all bids.
If the 2015 Bonds are sold by negotiated sale, the President of the Commission is
authorized to negotiate and execute a bond purchase agreement with the selected purchaser on
terms recommended by the Commission’s financial advisor, consistent with the parameters set
forth in this Resolution.
After the 2015 Bonds have been properly sold and executed, the Fiscal Officer shall
receive from the purchasers payment for the 2015 Bonds and shall provide for delivery of the
2015 Bonds to the purchasers.
In connection with the sale of the 2015 Bonds, the Executive and the Fiscal Officer and
the officers of the Commission are each authorized to take such actions and to execute and
deliver such agreements and instruments as they deem advisable to obtain a rating and/or to
obtain bond insurance for the 2015 Bonds, and the taking of such actions and the execution and
delivery of such agreements and instruments are hereby approved.
The Fiscal Officer is hereby authorized and directed to obtain a legal opinion as to the
validity of the 2015 Bonds from Barnes & Thornburg LLP, and to furnish such opinion to the
purchasers of the 2015 Bonds or to cause a copy of said legal opinion to be printed on each 2015
Bond. The cost of such opinion shall be paid out of the proceeds of the 2015 Bonds.
SECTION 8. Funds and Accounts.
(a) Use of Bond Proceeds; Project Fund. Any accrued interest and capitalized
interest received at the time of delivery of the 2015 Bonds will be deposited to the Revenues
Account of the Bond Fund as defined below and applied to payments on the 2015 Bonds on the
first interest payment date. The remaining proceeds received from the sale of the 2015 Bonds
shall be deposited in the fund hereby created and designated as the “City of Carmel
Redevelopment District Project Fund” (the “Project Fund”), which shall consist of an account
created and designated as the “2015 Construction Account” (the “Construction Account”). Net
proceeds (after funding any required reserve account) of any series of 2015 Bonds issued to
finance the Project shall be deposited in the Construction Account, together with all investment
14
earnings thereon, shall be expended by the Commission only for the purpose of paying expenses
incurred in connection with the Project and on account of the sale and issuance of such series of
the 2015 Bonds. Any balance remaining in the Construction Account after the completion of the
Project which is not required to meet unpaid obligations incurred in connection therewith and on
account of the sale and issuance of the 2015 Bonds may be used to pay debt service on the 2015
Bonds or otherwise used as permitted by law.
(b) Bond Fund. (i) There is hereby created a separate fund, designated as the “City of
Carmel Redevelopment District Bond Fund” (the “Bond Fund”), which shall consist of an
account created and designated as the “Special Tax Account” (the “Special Tax Account”), an
account created and designated as the “Revenues Account” (the “Revenues Account”), and (if
necessary), an account created and designated as the “Debt Service Reserve Account” (the
“Reserve Account”). Funds deposited into the Bond Fund shall be applied to the payment of the
principal of and interest on the 2015 Bonds, and all other bonds payable from the Special Tax
and/or other revenues of the Commission as contemplated hereby, and to no other purpose not
allowed under Ind. Code § 36-7-14-27. As the Special Tax is collected, it shall be deposited and
accumulated in the Special Tax Account.
(ii) If at the time of the sale of any series of the 2015 Bonds it is determined by the
President of the Commission, with the advice of the Commission’s financial advisor, to establish
a Reserve Account for such series of the 2015 Bonds, then the Reserve Account, with
appropriate series designation for such series of 2015 Bonds, shall be established, and there shall
be set aside from the proceeds of such series of 2015 Bonds and deposited in the Reserve
Account an amount of money that shall be required to maintain the Reserve Account in the full
amount of the Debt Service Reserve Requirement (as defined below). No deposit need be made
in the Reserve Account so long as there shall be on deposit therein a sum equal to the amount
determined by the financial advisor to be required to adequately secure that series of the 2015
Bonds (the “Debt Service Reserve Requirement”). All money in the Reserve Account shall be
used and withdrawn by the District solely for the purpose of making deposits into the Revenues
Account, in the event of any deficiency at any time in such account and the Special Tax Account,
or for the purpose of paying the interest on or principal of or redemption premiums, if any, on the
2015 Bonds, in the event that no other money is lawfully available therefor. Any amount in the
Reserve Account in excess of the Debt Service Reserve Requirement shall be withdrawn from
the Reserve Account and deposited in the Revenues Account. Money in the Reserve Account
shall also be available to make the final payments of interest and principal on the 2015 Bonds.
The Commission at its option may satisfy any Debt Service Reserve Required with a surety
bond, letter of credit or other financial instrument on terms and conditions recommended by the
Commission’s financial advisor.
SECTION 9. Reduction of Special Tax Levy and Pledge of Certain Other Revenues.
The amount of the levy under Ind. Code § 36-7-14-27 each year of the Special Tax applicable to
making payments on the 2015 Bonds as set forth in the budget of the Commission formulated
pursuant to Ind. Code § 36-7-14-28 shall be reduced, as provided in Ind. Code § 36-7-14-27, by
available revenues of the Commission to the extent such revenues have been set aside and
designated by the Commission for such purpose in the Revenues Account. The Commission
reasonably expects to pay debt service on the 2015 Bonds from available revenues of the
Commission, including tax increment revenues, deposited in the Revenues Account. The
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Commission hereby covenants to levy the Special Tax each year payments are due with respect
to the 2015 Bonds to the extent the revenues of the Commission described herein are not
sufficient (a) to timely pay the principal of and interest on the 2015 Bonds, and (b) to replenish
any deficiency in the Reserve Account to the Debt Service Reserve Requirement, if a Reserve
Account and Debt Service Reserve Requirement are established. Any officer of the Commission
is authorized to enter into such agreements or undertakings as such officer deems necessary or
appropriate to further effectuate such pledge of the Special Tax hereunder.
The amounts reasonably expected to be available and so designated in the Revenues
Account of the Bond Fund shall be determined at the time the budget and tax levy for a given
year is finally fixed, and such amounts shall be used for no purpose except as contemplated
above and are hereby pledged by the Commission when deposited into the Revenues Account to
the payment of the 2015 Bonds, such pledge being effective as set forth in Ind. Code § 5-1-14-4
without the necessity of filing or recording this resolution or any other instrument except in the
records of the Commission.
If necessary in order to facilitate the deposit of certain tax increment revenues into the
Revenues Account, the President or Vice President of the Commission are hereby authorized to
execute, and the Secretary of the Commission is authorized to attest, a revenue deposit
agreement, in a form and substance acceptable to the officers of the Commission executing the
same, based upon the advice of counsel to the Commission, with such approval to be
conclusively evidenced by the execution thereof by such officers of the Commission.
SECTION 10. Defeasance. If, when the 2015 Bonds or any portion thereof shall
have become due and payable in accordance with their terms or shall have been duly called for
redemption or irrevocable instructions to call the 2015 Bonds or any portion thereof for
redemption have been given, and the whole amount of the principal, premium, if any, and the
interest so due and payable upon such bonds or any portion thereof then outstanding shall be
paid, or (i) cash, or (ii) direct non-callable obligations of or unconditionally guaranteed by
(including obligations issued or held in book entry form on the books of) the U.S. Department of
the Treasury, and to the extent permitted by Indiana law and by each rating agency maintaining a
rating on the 2015 Bonds, Refcorp interest strips, CATS, TIGRS, STRPS, defeased municipal
bonds or other investments rated in the highest category for such obligations by Standard &
Poor’s Corporation or Moody’s Investors Service (or any combination thereof), the principal of
and the interest on which when due without reinvestment will provide sufficient money, or (iii)
any combination of the foregoing, shall be held irrevocably in trust for such purpose, and
provision shall also be made for paying all fees and expenses for the payment, then and in that
case the 2015 Bonds or such designated portion thereof shall no longer be deemed outstanding or
secured by this resolution.
SECTION 11. Tax Matters. In order to preserve the exclusion of interest on any
series of the 2015 Bonds from the gross income of the owners thereof for federal income tax
purposes and as an inducement to purchasers of any such series of the 2015 Bonds, the
Commission represents, covenants and agrees that:
(a) No person or entity, other than the District or another state or local
governmental unit, will use proceeds of any such series of the 2015 Bonds or
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property financed by any such series of the 2015 Bond proceeds other than as a
member of the general public. No person or entity other than the District or
another state or local governmental unit will own property financed by any such
series of the 2015 Bond proceeds or will have actual or beneficial use of such
property pursuant to a lease, a management or incentive payment contract, an
arrangement such as take-or-pay or output contract, or any other type of
arrangement that differentiates that person’s or entity’s use of such property from
the use by the public at large.
(b) No proceeds of any such series of the 2015 Bonds will be loaned to
any entity or person other than a state or local governmental unit. No proceeds of
any such series of the 2015 Bonds will be transferred, directly or indirectly, or
deemed transferred to a non-governmental person in any manner that would in
substance constitute a loan of the proceeds of any such series of the 2015 Bonds.
(c) The Commission and the Unit will not take any action or fail to
take any action with respect to any such series of the 2015 Bonds that would
result in the loss of the exclusion from gross income for federal income tax
purposes of interest on any such series of the 2015 Bonds pursuant to Section 103
of the Internal Revenue Code of 1986, as amended (the “Code”), and the
regulations thereunder as applicable to such series of the 2015 Bonds, including,
without limitation, the taking of such action as is necessary to rebate or cause to
be rebated arbitrage profits on the proceeds of such series of the 2015 Bonds, or
other monies treated as proceeds of such series of the 2015 Bonds, to the federal
government as provided in Section 148 of the Code, and will set aside such
monies, which may be paid from investment income on funds and accounts
notwithstanding anything else to the contrary herein, in trust for such purposes.
(d) The Unit will file an information report on Form 8038-G with the
Internal Revenue Service as required by Section 149 of the Code, in connection
with any such series of the 2015 Bonds.
(e) The Commission and the Unit will not make any investment or do
any other act or thing during the period that any such series of the 2015 Bonds are
outstanding hereunder which would cause any of such series of the 2015 Bonds to
be an “arbitrage bond” within the meaning of Section 148 of the Code and the
regulations thereunder as applicable to such series of the 2015 Bonds.
Notwithstanding any other provisions of this resolution, the foregoing covenants and
authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on a
series of the 2015 Bonds from gross income under federal income tax law (the “Tax Exemption”)
need not be complied with to the extent the Unit receives an opinion of nationally recognized
bond counsel that compliance with such Tax Section is unnecessary to preserve the Tax
Exemption on such series of the 2015 Bonds from the gross income of the owners thereof for
federal tax purposes under Section 103 of the Code.
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Notwithstanding any other provision of this resolution to the contrary, the Unit may elect
to issue a series of the 2015 Bonds the interest on which is not excludable from gross income for
federal tax purposes, so long as such election does not adversely affect the exclusion from gross
income of interest for federal tax purposes on any other series of the 2015 Bonds, by making
such election on the date of delivery of such series of the 2015 Bonds. In such case, the Tax
Sections in this resolution shall not apply to such series of the 2015 Bonds.
SECTION 12. Amendments. Subject to the terms and provisions contained in
this section, and not otherwise, the owners of not less than sixty-six and two-thirds percent
(66-2/3%) in aggregate principal amount of the 2015 Bonds then outstanding shall have the right,
from time to time, to consent to and approve the adoption by the Commission of such resolution
or resolutions supplemental hereto as shall be deemed necessary or desirable by the Commission
for the purpose of amending in any particular any of the terms or provisions contained in this
resolution, or in any supplemental resolution; provided, however, that nothing herein contained
shall permit or be construed as permitting:
(a) An extension of the maturity of the principal of or interest or
premium, if any, on any 2015 Bond or an advancement of the earliest redemption
date on any 2015 Bond, without the consent of the holder of each 2015 Bond so
affected; or
(b) A reduction in the principal amount of any 2015 Bond or the
redemption premium or rate of interest thereon, or a change in the monetary
medium in which such amounts are payable, without the consent of the holder of
each 2015 Bond so affected; or
(c) A preference or priority of any 2015 Bond over any other 2015
Bond, without the consent of the holders of all 2015 Bonds then outstanding; or
(d) A reduction in the aggregate principal amount of the 2015 Bonds
required for consent to such supplemental resolution, without the consent of the
holders of all 2015 Bonds then outstanding.
If the Commission shall desire to obtain any such consent, it shall cause the Registrar to
mail a notice, postage prepaid, to the addresses appearing on the Registration Record. Such
notice shall briefly set forth the nature of the proposed supplemental resolution and shall state
that a copy thereof is on file at the office of the Registrar for inspection by all owners of the 2015
Bonds. The Registrar shall not, however, be subject to any liability to any owners of the 2015
Bonds by reason of its failure to mail such notice, and any such failure shall not affect the
validity of such supplemental resolution when consented to and approved as herein provided.
Whenever at any time within one year after the date of the mailing of such notice, the
Commission shall receive any instrument or instruments purporting to be executed by the owners
of the 2015 Bonds of not less than sixty-six and two-thirds per cent (66-2/3%) in aggregate
principal amount of the 2015 Bonds then outstanding, which instrument or instruments shall
refer to the proposed supplemental resolution described in such notice, and shall specifically
consent to and approve the adoption thereof in substantially the form of the copy thereof referred
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to in such notice as on file with the Registrar, thereupon, but not otherwise, the Commission may
adopt such supplemental resolution in substantially such form, without liability or responsibility
to any owners of the 2015 Bonds, whether or not such owners shall have consented thereto.
No owner of any 2015 Bond shall have any right to object to the adoption of such
supplemental resolution or to object to any of the terms and provisions contained therein or the
operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin
or restrain the Commission or its officers from adopting the same, or from taking any action
pursuant to the provisions thereof. Upon the adoption of any supplemental resolution pursuant to
the provisions of this section, this resolution shall be, and shall be deemed, modified and
amended in accordance therewith, and the respective rights, duties and obligations under this
resolution of the Commission and the Unit and all owners of 2015 Bonds then outstanding shall
thereafter be determined, exercised and enforced in accordance with this resolution, subject in all
respects to such modifications and amendments.
Notwithstanding anything contained in the foregoing provisions of this resolution, the
rights, duties and obligations of the Commission and the Unit and of the owners of the 2015
Bonds, and the terms and provisions of the 2015 Bonds and this resolution, or any supplemental
resolution, may be modified or amended in any respect with the consent of the Commission and
the consent of the owners of all the 2015 Bonds then outstanding.
Without notice to or consent of the owners of the 2015 Bonds, the Commission may,
from time to time and at any time, adopt such resolutions supplemental hereto as shall not be
inconsistent with the terms and provisions hereof (which supplemental resolutions shall
thereafter form a part hereof),
(a) To cure any ambiguity or formal defect or omission in this
resolution or in any supplemental resolution; or
(b) To grant to or confer upon the owners of the 2015 Bonds any
additional rights, remedies, powers, authority or security that may lawfully be
granted to or conferred upon the owners of the 2015 Bonds; or
(c) To procure a rating on the 2015 Bonds from a nationally
recognized securities rating agency designated in such supplemental resolution, if
such supplemental resolution will not adversely affect the owners of the 2015
Bonds; or
(d) To obtain or maintain bond insurance with respect to the 2015
Bonds; or
(e) To provide for the current refunding or advance refunding of the
2015 Bonds; or
(f) To make any other change which, in the determination of the
Commission in its sole discretion, is not to the prejudice of the owners of the 2015
Bonds.
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SECTION 13. Approval of Official Statement and Continuing Disclosure
Undertaking. If required in order to comply with the requirements of the SEC Rule (defined
below), the Fiscal Officer is hereby authorized to deem final an official statement with respect to
the 2015 Bonds, as of its date, in accordance with the provisions of Rule 15c2-12 of the United
States Securities and Exchange Commission, as amended (the “SEC Rule”), subject to
completion as permitted by the SEC Rule, and the Commission further authorizes the distribution
of the deemed final official statement, and the execution, delivery and distribution of such
document as further modified and amended with the approval of the Fiscal Officer in the form of
a final official statement.
In order to assist any underwriter of the 2015 Bonds in complying with paragraph (b)(5)
of the SEC Rule by undertaking to make available appropriate disclosure about the Commission
and the Unit and the 2015 Bonds to participants in the municipal securities market, the
Commission hereby covenants, agrees and undertakes, in accordance with the SEC Rule, unless
excluded from the applicability of the SEC Rule or otherwise exempted from the provisions of
paragraph (b)(5) of the SEC Rule, that it will comply with and carry out all of the provisions of
the Continuing Disclosure Contract. “Continuing Disclosure Contract” shall mean that certain
continuing disclosure contract executed by the Commission and dated the date of issuance of the
2015 Bonds, as originally executed and as it may be amended from time to time in accordance
with the terms thereof. The execution and delivery by the Commission of the continuing
disclosure contract, and the performance by the Commission of its obligations thereunder by or
through any employee or agent of the Commission or the Unit, are hereby approved, and the
Commission shall comply with and carry out the terms thereof.
SECTION 14. Other Actions; Documents. Any officer of the Commission is
authorized to take such further actions and execute such further documents as such officer deems
necessary or appropriate to effectuate the transactions authorized in this Resolution.
SECTION 15. No Conflict. All resolutions and orders or parts thereof in conflict
with the provisions of this resolution are to the extent of such conflict hereby repealed. After the
issuance of the 2015 Bonds and so long as any of the 2015 Bonds or interest or premium, if any,
thereon remains unpaid, except as expressly provided herein, this resolution shall not be repealed
or amended in any respect which will adversely affect the rights of the holders of the 2015
Bonds, nor shall the Commission adopt any law or resolution which in any way adversely affects
the rights of such holders.
SECTION 16. Severability. If any section, paragraph or provision of this
resolution shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the remaining
provisions of this resolution.
SECTION 17. Non-Business Days. If the date of making any payment or the last
date for performance of any act or the exercising of any right, as provided in this resolution, shall
be a Saturday, Sunday, legal holiday or a day on which banking institutions in the Unit or the
jurisdiction in which the Registrar or Paying Agent is located are typically closed, such payment
may be made or act performed or right exercised on the next succeeding business day with the
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same force and effect as if done on the nominal date provided in this resolution, and no interest
shall accrue for the period after such nominal date.
SECTION 18. Interpretation. Unless the context or laws clearly require
otherwise, references herein to statutes or other laws include the same as modified, supplemented
or superseded from time to time.
SECTION 19. Effectiveness. This resolution shall be in full force and effect from
and after its passage.
Passed and adopted this 18th day of February, 2015.
CITY OF CARMEL REDEVELOPMENT
COMMISSION
President
Vice President
Member
Member
Member
A-1
EXHIBIT A
DESCRIPTION OF THE PROJECTS
The projects consist of the construction, renovation, improvement and equipping of
additional local public improvements, redevelopment projects and other capital improvements in
or serving the Carmel Downtown Economic Development Area and the City Center
Redevelopment Area (collectively, the “Areas”), including, without limitation (a) landscaping
and streetscaping projects, (b) lighting upgrades, (c) roads, streets, sidewalks and other public
ways, (d) parking facilities, (e) improvements, upgrades, repairs and/or relocation of water,
sewer, drainage or other utility infrastructure, (f) site work and preparation to support mixed use
development generally to be located in the Areas, and (g) other necessary public infrastructure to
be located in the Areas. Such additional local public improvements, redevelopment projects and
other capital improvements may include, without limitation, the following specific projects:
• Construction, improvement and/or equipping of the Park East Parking Garage
Facility
• Construction, improvement and/or equipping of extensions to Veterans Way
• Construction, improvement and/or equipping of the roads, streets, sidewalks and
other public ways adjacent to or serving the existing or proposed Baldwin
Building, the Chambers Building, the Holland Building, the Playfair Building
and the Park East Parking Garage Facility
• Construction, improvement and/or equipping of the Spanish Steps project
• Construction, improvement and/or equipping of the Rangeline Road entrance
• Construction, improvement and/or equipping of roads, streets, sidewalks and
other public ways adjacent to or serving the existing or proposed Kent Building
INDS01 BJB 1497706v2