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HomeMy WebLinkAboutResolution CC-01-04-16-09 Bond and Appropriation for Storm Water Management1 RESOLUTION NO. CC -01-04-16-09 2 BOND AND APPROPRIATION RESOLUTION OF THE BOARD OF DIRECTORS 3 OF THE DEPARTMENT OF STORM WATER MANAGEMENT 4 OF THE CITY OF CARMEL, INDIANA 5 WHEREAS, the Board of Directors of the Department of Storm Water Management of 6 Carmel, Indiana (the "Board"), being the governing body of the Storm Water District of the City 7 of Carmel, Indiana (the "District".), has adopted a Declaratory Resolution (the "Declaratory 8 Resolution") declaring that it is necessary for the protection of the public health and welfare of 9 the inhabitants of the District and the safeguarding of the property within the District and will be 10 of public utility and benefit, to construct certain storm water drainage and storm water sewer 11 improvements as described in Exhibit A attached hereto and incorporated herein by reference, 12 together with necessary appurtenances, related improvements and equipment (collectively, the 13 "Project"); and 14 WHEREAS, the Board shall obtain all necessary approvals required by law for the 15 Project and for the issuance of the bonds authorized hereby, including the approval of the 16 Common Council of the City of Carmel, Indiana (the "City"); and 17 WHEREAS, after notice and public hearing in accordance with IC 8-1.5-5 and IC 5-3-1, 18 the Board is anticipated to confirm the Declaratory Resolution by the adoption of a confirmatory 19 resolution; and 20 WHEREAS, it is necessary that the bonds of the District be issued in one or more series 21 in an amount not to exceed $44,500,000, to provide funds to pay such estimated costs of all work 22 and construction of the Project and the incidental expenses to be incurred in connection with the 23 Project and costs of the issuance of the bonds; and 24 WHEREAS, the Board finds that there are not available sufficient funds of the storm 25 water utility to expend on the Project and that bonds of the District shall be issued to pay for 26 costs of the Project, including incidental expenses; and 27 WHEREAS, under the governing statutes it is necessary to make an appropriation to pay 28 items to be financed with such bonds, and it has been determined that said appropriation be made 29 at this time; and 30 WHEREAS, notice has been given and this date a public hearing has been conducted 31 regarding such appropriation, as required by Indiana law; and 32 WHEREAS, the Board now finds that all conditions precedent to the adoption of a 33 resolution authorizing the issuance of said bonds have been complied with in accordance with 34 the provisions of IC 8-1.5-5 as in effect on the date of delivery of the bonds authorized herein 35 (the "Act"); 36 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE 37 DEPARTMENT OF STORM WATER MANAGEMENT OF THE CITY OF CARMEL, 38 INDIANA, as follows: 39 Section 1. Authorization of Project. The Board shall proceed to undertake the Project 40 in accordance with the procedures set forth in the Act and other applicable laws. 41 Section 2. Authorization and Details of Bonds; Appropriation of Proceeds. (a) For 42 the purpose of procuring funds with which to pay the costs of the Project, and the cost of 43 issuance of bonds on account thereof, the City, acting for and on behalf of the Board and the 44 District, shall borrow money in an amount not to exceed Forty -Four Million Five Hundred 45 Thousand Dollars ($44,500,000). 46 (b) In order to procure such funds the Clerk -Treasurer of the City (the "Clerk - 47 Treasurer") is authorized and directed to have prepared and to issue and sell bonds of the 48 District in the name of the City, in one or more series, payable out a special benefits tax to be 49 levied on all taxable property within the District, to be designated as the "City of Carmel, 50 Indiana Storm Water District Bonds, Series 2016" (with such further or different series 51 designations as may be necessary or appropriate), in an aggregate principal amount not to 52 exceed Forty -Four Million Five Hundred Thousand Dollars ($44,500,000) for all series 53 (collectively, the "Bonds") for the purpose of procuring funds to apply to the cost of the Project 54 and issuance costs of the Bonds. An appropriation in the amount not to exceed Forty -Four 55 Million Five Hundred Thousand Dollars ($44,500,000), together with all investment earnings 56 thereon, shall be made to pay for the governmental purposes to be financed by the Bonds, and 57 the funds to meet said appropriation shall be provided out of the proceeds of the Bonds and any 58 investment earnings thereon. Said appropriation shall be in addition to all other appropriations 59 provided for in the existing budget and tax levy. 60 (c) The Bonds shall be issued in fully registered form in the denomination of $5,000 61 or an integral multiple thereof, numbered consecutively from 1 up, and shall bear interest at a 62 rate or rates per annum that produce a yield not to exceed six percent (6.00%) (the exact rate or 63 rates to be determined by bidding), which interest shall be payable semiannually on January 1 64 and July 1 of each year, beginning on the first January 1 or first July 1 following delivery of the 65 Bonds, or on such other dates as may be determined by the Clerk -Treasurer prior to the sale of 66 the Bonds with the advice of the District's financial advisor. Interest shall be calculated 67 according to a 360 -day calendar year containing twelve 30 -day months. The Bonds shall be 68 sold at not less than 99% of their par value plus accrued interest to the date of delivery and shall 69 be dated as of the first date of the month in which the Bonds are sold. The Bonds shall mature 70 or be subject to mandatory redemption on January 1 and/or July 1 over a period ending no later 71 than January 1, 2036 (or on such other dates as may be determined by the Clerk -Treasurer prior 72 to the sale of the Bonds, with the advice of the District's financial advisor ). 73 All or a portion of the Bonds may be issued as one or more term bonds, upon election of 74 the successful bidder. Such term bonds shall have a stated maturity or maturities consistent with 75 the principal payment schedule to be established as described above. The term bonds shall be 76 subject to mandatory sinking fund redemption and final payments) at maturity at 100% of the 77 principal amount thereof, plus accrued interest to the redemption date, on principal payment 78 dates which are in accordance with the schedule to be determined in accordance with the above 79 paragraph. 2 80 (d) The Clerk -Treasurer is hereby authorized to request proposals from banking 81 institutions to serve as registrar and paying agent and to select a qualified banking institution to 82 serve as registrar and paying agent for the Bonds and all such actions are hereby ratified and 83 approved. The Clerk -Treasurer is hereby authorized to enter into such agreements or 84 understandings with such institution as will enable the institution to perform the services 85 required or a registrar and paying agent. The Clerk -Treasurer is further authorized to pay such 86 fees as the institution may charge for the services it provides as registrar and paying agent, and 87 such fees may be paid from the District's Bond and Interest Redemption Fund (as defined 88 herein) created to pay the principal of and interest on the Bonds. 89 (e) The principal of and premium, if any, on the Bonds shall be payable at the 90 principal office of the Paying Agent. Interest on the Bonds shall be paid by check mailed one 91 business day prior to the payment date to the registered owner thereof at the address as it 92 appears on the registration books kept by the Registrar as of the fifteenth day of the month 93 immediately preceding an interest payment date (the "Record Date") or at such other address as 94 is provided to the Paying Agent in writing by such registered owner. If payment of principal or 95 interest is made to a depository, payment shall be made by wire transfer on the payment date in 96 same-day funds. If the payment date occurs on a date when financial institutions are not open 97 for business, the wire transfer shall be made on the next succeeding business day. The Paying 98 Agent shall be instructed to wire transfer payments by 1:00 p.m. (New York City time) so such 99 payments are received at the depository by 2:30 p.m. (New York City time). All payments on 100 _the Bonds shall be made in lawful money of the United States of America, which on the date of 101 such payment shall be legal tender for the payment of public and private debts. 102 (f) Each Bond shall be transferable or exchangeable only upon the books of the City 103 kept for that purpose at the principal office of the Registrar, by the registered owner or by its 104 attorney duly authorized in writing, upon surrender of such Bond together with a written 105 instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered 106 owner or its attorney duly authorized in writing, and thereupon a new fully registered Bond or 107 Bonds in the same aggregate principal amount and of the same maturity, shall be executed and 108 delivered in the name of the transferee or transferees or the registered owner, as the case maybe, 109 in exchange therefor. The City and the Registrar and Paying Agent may treat and consider the 110 person in whose name such Bonds are registered as the absolute owner thereof for all purposes 111 including for the purpose of receiving payment of, or on account of, the principal thereof and 112 interest due thereon. The Bonds may be transferred or exchanged without cost to the owners of 113 the Bonds except for any tax or governmental charge required to be paid with respect to the 114 transfer or exchange, which taxes or governmental charges are payable by the person requesting 115 such transfer or exchange. The Registrar and Paying Agent will not be required to (i) register, 116 transfer or exchange any Bond during the period of 15 days next preceding mailing of a notice 117 of redemption of any Bonds, or (ii) to register, transfer or exchange any Bonds selected, called 118 or being called for redemption in whole or in part after mailing notice of such call. 119 (g) The Bonds shall bear an original date which shall be the first day of the month in 120 which the Bonds are sold or the date of delivery, and each Bond shall also bear the date of its 121 authentication. Bonds authenticated on or before the Record Date immediately preceding the 122 first interest payment date shall be paid interest from the original date. Bonds authenticated 123 thereafter shall be paid interest from the interest payment date to which interest has been paid k] 124 next preceding the date of authentication of such Bonds unless the Bonds are authenticated 125 between the Record Date and the interest payment date, in which case interest thereon shall be 126 paid from such interest payment date. 127 (h) The Bonds shall be signed in the name of the City of Carmel by the manual or 128 facsimile signature of the Mayor, and the seal of the City shall be affixed, imprinted, engraved 129 or otherwise reproduced thereon and attested by the manual or facsimile signature of the Clerk - 130 Treasurer. The Bonds shall be authenticated with the manual signature of the Registrar, and no 131 Bond shall be valid or become obligatory for any purpose until the certificate of authentication 132 thereon shall have been so executed. The Bonds shall, subject to the provisions hereof for 133 registration, in the hands of bona fide holders, be negotiable under the laws of the State of 134 Indiana. 135 (i) The City has determined that it may be beneficial to the City to have the Bonds 136 held by a central depository system pursuant to an agreement between the City and The 137 Depository Trust Company, New York, New York ("Depository Trust Company") and have 138 transfers of the Bonds effected by book -entry on the books of the central depository system 139 ("Book Entry System"). The Bonds may be initially issued in the form of a separate single 140 authenticated fully registered Bond for the aggregate principal amount of each separate maturity 141 of the Bonds. In such case, upon initial issuance, the ownership of such Bonds shall be 142 registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of the 143 Depository Trust Company. 144 With respect to the Bonds registered in the register kept by the Registrar in the name of 145 CEDE & CO., as nominee of the Depository Trust Company, the City and the Paying Agent 146 shall have no responsibility or obligation to any other holders or owners (including any 147 beneficial owner (`Beneficial Owner")) of the Bonds with respect to (i) the accuracy of the 148 records of the Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect 149 to ownership questions, (ii) the delivery to any bondholder (including any Beneficial Owner) or 150 any other person, other than the Depository Trust Company, of any notice with respect to the 151 Bonds including any notice of redemption, or (iii) the payment to any bondholder (including any 152 Beneficial Owner) or any other person, other than the Depository Trust Company, of any amount 153 with respect to the principal of, or premium, if any, or interest on the Bonds except as otherwise 154 provided herein. 155 No person other than the Depository Trust Company shall receive an authenticated Bond 156 evidencing an obligation of the City to make payments of the principal of and premium, if any, 157 and interest on the Bonds pursuant to this resolution. The City and the Registrar and Paying 158 Agent may treat as and deem the Depository Trust Company or CEDE & CO. to be the absolute 159 bondholder of each of the Bonds for the purpose of (i) payment of the principal of and premium, 160 if any, and interest on such Bonds; (ii) giving notices of redemption and other notices permitted 161 to be given to bondholders with respect to such Bonds; (iii) registering transfers with respect to 162 such Bonds; (iv) obtaining any consent or other action required or permitted to be taken of or by 163 bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying Agent shall pay 164 all principal of and premium, if any, and interest on the Bonds only to or upon the order of the 165 Depository Trust Company, and all such payments shall be valid and effective fully to satisfy 166 and discharge the City's and the Paying Agent's obligations with respect to principal of and C! 167 premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Upon 168 delivery by the Depository Trust Company to the City of written notice to the effect that the 169 Depository Trust Company has determined to substitute a new nominee in place of CEDE & 170 CO., and subject to the provisions herein with respect to consents, the words "CEDE & CO." in 171 this resolution- shall refer to such new nominee of the Depository Trust Company. 172 Notwithstanding any other provision hereof to the contrary, so long as any Bond is registered in 173 the name of CEDE & CO., as nominee of the Depository Trust Company, all payments with 174 respect to the principal of and premium, if any, and interest on such Bonds and all notices with 175 respect to such Bonds shall be made and given, respectively, to the Depository Trust Company 176 as provided in a representation letter from the City to the Depository Trust Company. 177 Upon receipt by the City of written notice from the Depository Trust Company to the 178 effect that the Depository Trust Company is unable or unwilling to discharge its responsibilities 179 and no substitute depository willing to undertake the functions of the Depository Trust Company 180 hereunder can be found which is willing and able to undertake such functions upon reasonable 181 and customary terms, then the Bonds shall no longer be restricted to being registered in the 182 register of the City kept by the Registrar in the name of CEDE & CO., as nominee of the 183 Depository Trust Company, but maybe registered in whatever name or names the bondholders 184 transferring or exchanging the Bonds shall designate, in accordance with the provisions of this 185 resolution. 186 If the City determines that it is in the best interest of the bondholders that they be able to 187 obtain certificates for the fully registered Bonds, the City may notify the Depository Trust 188 Company and the Registrar, whereupon the Depository Trust Company will notify the Beneficial 189 Owners of the availability through the Depository Trust Company of certificates for the Bonds. 190 In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the 191 Bonds as requested by the Depository Trust Company and any Beneficial Owners in appropriate 192 amounts, and whenever the Depository Trust Company requests the City and the Registrar to do 193 so, the Registrar and the City will cooperate with the Depository Trust Company by taking 194 appropriate action after reasonable notice (i) to make available one or more separate certificates 195 evidencing the fully registered Bonds of any Beneficial Owner's Depository Trust Company 196 account or (ii) to arrange for another securities depository to maintain custody of certificates for 197 and evidencing the Bonds. 198 If the Bonds shall no longer be restricted to being registered in the name of the 199 Depository Trust Company, the Registrar shall cause said Bonds to be printed in blank in such 200 number as the Registrar shall determine to be necessary or customary; provided, however, that 201 the Registrar shall not be required to have such Bonds printed until it shall have received from 202 the City indemnification for all costs and expenses associated with such printing. 203 In connection with any notice or other communication to be provided to bondholders by 204 the City or the Registrar with respect to any consent or other action to be taken by bondholders, 205 the City or the Registrar, as the case may be, shall establish a record date for such consent or 206 other action and give the Depository Trust Company notice of such record date not less than 207 fifteen (15) calendar days in advance of such record date to the extent possible. 5 208 So long as said Bonds are registered in the name of the Depository Trust Company or 209 CEDE & CO. or any substitute nominee, the City and the Registrar and Paying Agent shall be 210 entitled to request and to rely upon a certificate or other written representation from the 211 Beneficial Owners of the Bonds or from the Depository Trust Company on behalf of such 212 Beneficial Owners stating the amount of their respective beneficial ownership interests in the 213 Bonds and setting forth the consent, advice, direction, demand or vote of the Beneficial Owners 214 as of a record date selected by the Registrar and the Depository Trust Company, to the same 215 extent as if such consent, advice, direction, demand or vote were made by the bondholders for 216 purposes of this resolution and the City and the Registrar and Paying Agent shall for such 217 purposes treat the Beneficial Owners as the bondholders. Along with any such certificate or 218 representation, the Registrar may request the Depository Trust Company to deliver, or cause to 219 be delivered, to the Registrar a list of all Beneficial Owners of the Bonds, together with the 220 dollar amount of each Beneficial Owner's interest in the Bonds and the current addresses of such 221 Beneficial Owners. 222 Section 3. Redemption of Bonds. The Bonds may be called for redemption at the 223 option of the City no sooner than seven years after the original date of the Bonds, and on any 224 date thereafter, on thirty (30) days' notice, in whole or in part, in the order and amounts of 225 maturity determined by the City and by lot within a maturity, at face value, together with a 226 premium (if any) not to exceed 1.00% plus accrued interest to the date fixed for redemption. The 227 exact redemption provisions shall be established by the Clerk -Treasurer, with the advice of the 228 City's financial advisor prior to the sale of the Bonds. 229 If any Bond is issued as a term bond, the Registrar shall credit against the mandatory 230 sinking fund requirement for the Bonds maturing as term bonds, and corresponding mandatory 231 redemption obligation, in the order determined by the City, any term bonds maturing on the same 232 date which have previously been redeemed (otherwise than as a result of a previous mandatory 233 redemption requirement) or delivered to the Registrar for cancellation or purchased for 234 cancellation by the City and not theretofore applied as a credit against any redemption 235 obligation. Each term bond so delivered or canceled shall be credited by the Registrar at 100% of 236 the principal amount thereof against the mandatory sinking fund obligation on such mandatory 237 redemption date for that term bond. Any excess of such amount shall be credited on future 238 redemption obligations, and the principal amount of that term bond to be redeemed by operation 239 of the mandatory sinking fund requirement shall be accordingly reduced. 240 If less than an entire maturity of the Bonds is called for redemption at one time, the 241 Bonds to be called shall be selected by lot by the Registrar. Each Five Thousand Dollars ($5,000) 242 principal amount shall be considered a separate Bond for purposes of optional and mandatory 243 redemption. If some Bonds are to be redeemed by optional redemption and mandatory sinking 244 fund redemption on the same date, the Registrar shall select by lot the Bonds for optional 245 redemption before selecting the Bonds by lot for the mandatory sinking fund redemption. 246 In either case, notice of redemption shall be mailed to the address of the registered owner 247 as shown on the registration records of the Registrar, as of the date which is forty-five (45) days 248 prior to the date fixed for redemption, not less than thirty (30) days prior to such redemption 249 date, unless notice is waived by the owner of the Bond or Bonds redeemed. Any notice of 250 redemption required under this section shall identify the Bonds to be redeemed including the n 251 complete name of the Bonds, the interest rate, the issue date, the maturity date, the respective 252 CUSIP numbers (if any) and certificate numbers (and, in the case of a partial redemption, the 253 respective principal amounts to be called) and shall state (i) the date fixed for redemption, (ii) the 254 redemption price, (iii) that the Bonds called for redemption must be surrendered to collect the 255 redemption price, (iv) the address of the principal corporate trust office of the Registrar and 256 Paying Agent at which the Bonds must be surrendered together with the name and telephone 257 number of a person to contact from the office of the Registrar and Paying Agent, (v) any 258 condition precedent to such redemption, (vi) that on the date fixed for redemption, and upon the 259 satisfaction of any condition precedent described in the notice, the redemption price will be due 260 and payable upon each such Bond or portion thereof and that interest on the Bonds called for 261 redemption ceases to accrue on the date fixed for redemption, and (vii) that if such condition 262 precedent is not satisfied, such notice of redemption is rescinded and of no force and effect, and 263 the principal and premium, if any, shall continue to bear interest on and after the date fixed for 264 redemption at the interest rate borne by the Bond. The place of redemption may be determined 265 by the City. Interest on the Bonds so called for redemption shall cease and the Bonds will no 266 longer be deemed outstanding under this resolution on the redemption date fixed in such notice if 267 sufficient funds are available at the place of redemption to pay the redemption price, including 268 accrued interest to the redemption date, on the date so named. Failure to give such notice by 269 mailing, or any defect in such notice, with respect to any Bond shall not affect the validity of any 270 proceedings for redemption of other Bonds. 271 If the Bonds are not presented for payment or redemption on the date fixed therefor, the 272 City may deposit in trust with the Paying Agent, an amount sufficient to pay such Bond or the 273 redemption price, as the case may be, including accrued interest to the date of such payment or 274 redemption, and thereafter the registered owner shall look only to the funds so deposited in trust 275 with the Paying Agent for payment, and the City shall have no further obligation or liability in 276 respect thereto. 277 Section 4. Covenant to Lever. Except as otherwise provided in section 9(c) of 278 this resolution, the Bonds are not a corporate obligation or indebtedness of the City, but are the 279 obligation and indebtedness of the District, as a special taxing district, and the Bonds, together 280 with interest thereon, shall be payable solely out of the special benefits tax levied on all property 281 of the District. Except as otherwise provided in section 9(c) of this resolution, the City, acting 282 through the Board, covenants that it will cause a special tax for the payment of the principal of 283 and the interest on the Bonds to be levied, collected and applied for that purpose. 284 Section 5. Form of Bond. The form of the Bonds shall be substantially as follows: 285 7 286 287 288 STATE OF INDIANA 289 No. UNITED STATES OF AMERICA CITY OF CARMEL COUNTY OF HAMILTON 290 STORM WATER DISTRICT BONDS, SERIES 2016 Interest Maturity Authentication Original Rate Date Date Date CUSIP 291 REGISTERED OWNER: PRINCIPAL SUM: 292 293 The City of Carmel in Hamilton County, Indiana ("City"), for and on behalf of the Storm Water District of 294 the City ("District"), acknowledges itself indebted, and for value received hereby promises to pay, but only from the 295 source and in the manner herein provided, to the Registered Owner named above or registered assigns, the Principal 296 Sum set forth above on the Maturity Date set forth above (unless this Bond be subject to and be called for 297 redemption prior to maturity as hereinafter provided), and to pay interest hereon until the City's obligation with 298 respect to the payment of the Principal Sum shall be discharged at the rate per annum specified above from the 299 interest payment date immediately preceding the date of authentication of this Bond unless this Bond is 300 authenticated on or before [June 15, 20161 in which case interest shall be paid from the Original Date or unless this 301 Bond is authenticated between the fifteenth day of the month preceding an interest payment date and the interest 302 payment date, in which case interest shall be paid from such interest payment date. Interest shall he payable on 303 January 1 and July 1 of each year, commencing [July 1, 2016]. Interest shall.be calculated according to a 360 -day 304 calendar year containing twelve 30 -day months. 305 The principal of and premium, if any, on this Bond are payable at the office of the 306 , or any successor registrar and paying agent 307 ("Paying Agent" or "Registrar"). Interest on this Bond shall be paid by check mailed one business day prior to such 308 payment date to the registered owner hereof at the address as it appears on the registration books kept by the 309 Registrar as of the fifteenth day of the month immediately preceding the interest payment date or at such other 310 address as is provided to the Paying Agent in writing by the registered owner. If payment of principal or interest is 311 made to a depository, payment shall be made by wire transfer on the payment date in same-day funds. If the 312 payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made 313 on the next succeeding business day. The Paying Agent shall wire transfer payments by 1:00 p.m. (New York City 314 time) so such payments are received at the depository by 2:30 p.m. (New York City time). All payments on this 315 Bond shall be made in lawful money of the United States of America, which on the dates of such payment shall be 316 legal tender for the payment of public and private debts. 317 [The Bonds shall be initially issued in a Book Entry System (as defined in the Resolution (as defined 318 herein)). The provisions of this Bond and of the Resolution are subject in all respects to the provisions of the Letter 319 of Representations between the City and The Depository Trust Company, or any substitute agreement, effecting 320 such Book Entry System.] 321 This Bond is not a corporate obligation or indebtedness of the City, but is the obligation and indebtedness 322 of the District, as a special taxing district, and this Bond, together with interest hereon, shall be payable solely out of 323 the special benefits tax levied on all property within the District to the extent that other revenues of the District are 324 not sufficient for such purposes. The City, acting through the Board of Directors of the Department of Storm Water 325 Management of the City, covenants that it will cause a special tax for the payment of the principal of and the interest 326 on this Bond to be levied, collected and applied for that purpose. This Bond is negotiable pursuant to the laws of the 327 State of Indiana. 328 This Bond is one of an authorized issue of Bonds of the Storm Water Management District of the City of 329 Carmel, Indiana, [to be issued in series], of like tenor and effect, except as to numbering, interest rate, series 330 designation, and dates of maturity, aggregating Dollars ($ ) [for this series] 331 (the "Bonds"), numbered from 1 up, issued for the purpose of procuring funds to be applied to the costs of 332 constructing certain storm water drainage improvements (the "Project"), all as more particularly described in a 333 Declaratory Resolution adopted on _, 2016, as confirmed by a resolution adopted 334 2016, and the costs of issuance of the Bonds, which Bonds are issued pursuant to a Bond Resolution adopted by the 335 Board of Directors of the Department of Storm Water Management on the _ day of , 2016 (the 336 "Resolution") authorizing the issuance and sale of the Bonds of the City, acting for and on behalf of the District, for 337 the purpose of procuring funds for the Project and in accordance with IC 8-1.5-5, as in effect on the date of delivery 338 of the Bonds. 339 [The Bonds maturing on and after January 1, , are redeemable at the option of the City, on 340 1, , or any date thereafter, on thirty (30) days' notice, in whole or in part, in the order 341 of maturity as determined by the City and by lot within a maturity, at face value, together with the following 342 premiums: 343 % if redeemed on , or thereafter 344 on or before , 345 _% if redeemed on , or thereafter 346 on or before ; 347 % if redeemed on , or thereafter 348 prior to maturity; 349 350 plus accrued interest to the date fixed for redemption.] 351 [The Bonds maturing on January 1, are subject to mandatory sinking fund redemption prior to 352 maturity, at a redemption price equal to the principal amount thereof plus accrued interest, on January 1 in the years 353 and amounts set forth below: Year 354 355 *Final Maturity] Amount 356 If less than an entire maturity of the Bonds is called for redemption at one time, the Bonds to be called shall 357 be selected by lot by the Registrar. Each Five Thousand Dollars ($5,000) principal amount shall be considered a 358 separate Bond for purposes of optional [and mandatory] redemption. [If some Bonds are to be redeemed by optional 359 redemption and mandatory sinking fund redemption on the same date, the Registrar shall select by lot the Bonds for 360 optional redemption before selecting the Bonds by lot for the mandatory sinking fund redemption.] 361 Notice of redemption shall be mailed to the address of the registered owner as shown on the registration 362 record of the Registrar, as of the date which is forty-five (45) days prior to the date fixed for redemption, not less 363 than thirty (30) days prior to such redemption date, unless said notice is waived by the registered owner of this 364 Bond. Any notice of redemption required under this section shall identify the Bonds to be redeemed including the 365 complete name of the Bonds, the interest rate, the issue date, the maturity date, the respective CUSIP numbers (if 366 any) and certificate numbers (and, in the case of a partial redemption, the respective principal amounts to be called) 367 and shall state (i) the date fixed for redemption, (ii) the Redemption Price, (iii) that the Bonds called for redemption 368 must be surrendered to collect the Redemption Price, (iv) the address of the principal corporate trust office of the 369 Paying Agent at which the Bonds must be surrendered together with the name and telephone number of a person to 370 contact from the office of the Paying Agent, (v) any condition precedent to such redemption, (vi) that on the date 371 fixed for redemption, and upon the satisfaction of any condition precedent described in the notice, the Redemption E 372 Price will be due and payable upon each such Bond or portion thereof and that interest on the Bonds called for 373 redemption ceases to accrue on the date fixed for redemption, and (vii) that if such condition precedent is not 374 satisfied, such notice of redemption is rescinded and of no force and effect, and the principal and premium, if any, 375 shall continue to bear interest on and after the date fixed for redemption at the interest rate borne by the Bond. The 376 place of redemption may be determined by the City. Interest on the Bonds so called for redemption shall cease on 377 the redemption date fixed in such notice, if sufficient funds are available at the place of redemption to pay the 378 redemption price, including interest accrued to the redemption date, on the date so named. Failure to give such 379 notice by mailing, or any defect in such notice, with respect to any Bond shall not affect the validity of any 380 proceedings for redemption of other Bonds. 381 If this Bond shall not be presented for payment or redemption on the date fixed therefor, the City may 382 deposit in trust with the Paying. Agent, an amount sufficient to pay such Bond or the redemption price, as the case 383 may be, including accrued interest to the date of such payment or redemption, and thereafter the registered owner 384 shall look only to the funds so deposited in trust with that bank for payment, and the City shall have no further 385 obligation or liability in respect thereto. 386 The Bonds are subject to defeasance prior to redemption or payment as provided in the Resolution. THE 387 OWNER OF THIS BOND, BY THE ACCEPTANCE HEREOF, HEREBY AGREES TO ALL THE TERMS AND 388 PROVISIONS CONTAINED IN THE RESOLUTION. The Resolution may be amended without the consent of the 389 owners of the Bonds as provided in the Resolution if the Board of Directors determines, in its sole discretion, that 390 the amendment shall not adversely affect the owners of the Bonds. 391 This Bond is transferable or exchangeable only upon the books of the City kept for that purpose at the 392 office of the Registrar, by the registered owner hereof or by its attorney duly authorized in writing, upon surrender 393 of this Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by 394 the registered owner or its attorney duly authorized in writing, and thereupon a new fully registered Bond or Bonds 395 in the same aggregate principal amount and of the same maturity, shall be executed and delivered in the name of the 396 transferee or transferees or to the registered owner, as the case may be, in exchange therefor. The City and the 397 Registrar and Paying Agent may treat and consider the person in whose name this Bond is registered as the absolute 398 owner hereof for all purposes including for the purpose of receiving payment of, or on account of, the principal 399 hereof and interest due hereon. The Bonds may be transferred or exchanged without cost to the owners of the Bonds 400 except for any tax or governmental charge required to be paid with respect to the transfer or exchange, which taxes 401 or governmental charges are payable by the person requesting such transfer or exchange. The Registrar and Paying 402 Agent will not be required to (i) register, transfer or exchange any Bond during the period of 15 days next preceding 403 mailing of a notice of redemption of any Bonds, or (ii) to register, transfer or exchange any Bonds selected, called or 404 being called for redemption in whole or in part after mailing notice of such call. 405 The Bonds maturing in any one year are issuable only in fully registered form in the denomination of 406 $5,000 or any integral multiple thereof not exceeding the aggregate principal amount of the bonds maturing in such 407 year. 408 This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication 409 hereon shall have been duly executed by the Registrar. 410 It is hereby certified, recited and declared that all acts, conditions and things required to be done precedent 411 to and in the execution, issuance and delivery of this Bond have been done and performed in regular and due form as 412 provided by law, and this Bond and the total issue of the Bonds is within every limit of indebtedness as prescribed 413 by the constitution and laws of the State of Indiana. 414 IN WITNESS WHEREOF, the Board of Directors of the Department of Storm Water Management of the 415 City of Carmel, in Hamilton County, Indiana, has caused this Bond to be executed in the name of the City of 416 Carmel, Indiana, for and on behalf of the Storm Management District of the City, by the manual of facsimile 417 signature of the Mayor, the seal of the City or a facsimile thereof to be affixed, imprinted, engraved or otherwise 418 reproduced hereon and attested by the manual or facsimile signature of the Clerk -Treasurer. 419 10 (Seal) Attest: Clerk -Treasurer 420 421 422 423 424 425 426 427 428 429 430 431 432 CITY OF CARMEL, INDIANA Mayor REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Resolution. as Registrar Authorized Representative ASSIGNMENT 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) 433 the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints 434 , attorney, to transfer the within bond on the books kept for registration thereof, with 435 full power of substitution in the premises. 436 Dated: 437 438 439 440 441 Signature Guaranteed: 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. Section 6. Defeasance. If, when the 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 11 442 irrevocable instructions to call the Bonds or any portion thereof for redemption shall have been 443 given, and the whole amount of the principal and the interest and the premium, if any, so due and 444 payable upon all of the Bonds or any portion thereof then outstanding shall be paid, or (i) 445 sufficient moneys, or (ii) direct obligations of, or obligations the principal of and interest on 446 which are unconditionally guaranteed by, the United States of America, the principal of and the 447 interest on which when due will provide sufficient moneys, or (iii) any combination of (i) and (ii) 448 above which when due will provide sufficient moneys, shall be held in trust for such purpose, 449 and provision shall also be made for paying all fees and expenses for the redemption, then and in 450 that case the Bonds or any designated portion thereof shall no longer be deemed outstanding or 451 entitled to the pledge of special taxes to be levied upon all property in the District and the 452 bondholders shall be entitled to look only to the trust for payment of the Bonds. 453 Section 7. Legal Opinion. Prior to the delivery of the Bonds, the Clerk -Treasurer 454 shall obtain a legal opinion as to the validity of the Bonds from Barnes & Thornburg LLP, bond 455 counsel of Indianapolis, Indiana, and shall furnish such opinion to the purchaser of the Bonds. 456 The cost of the opinion shall be considered as part of the costs incidental to these proceedings 457 and shall be paid out of proceeds of the Bonds. 458 Section 8. Preparation and Execution of Bonds. The Clerk -Treasurer is hereby 459 authorized and directed to have Bonds prepared, and the Mayor and the Clerk -Treasurer are 460 hereby authorized and directed to execute and attest the Bonds in the form and manner herein 461 provided. 462 Section 9. Funds and Accounts; Application of Bond Proceeds; Covenant to Levy 463 Tax. 464 (a) Use of Bond Proceeds; Project Fund. Any accrued interest and capitalized 465 interest received at the time of delivery of the Bonds will be deposited to the Revenues Account 466 of the Bond Fund as defined below and applied to payments on the Bonds on the first interest 467 payment date. The remaining proceeds received from the sale of the Bonds shall be deposited in 468 the fund hereby created and designated as the "City of Carmel Storm Water District Project 469 Fund" (the "Project Fund"), which shall consist of an account created and designated as the 470 "2016 Construction Account" (the "Construction Account"). Net proceeds (after funding any 471 required reserve account, if necessary) of any series of Bonds issued to finance the Project shall 472 be deposited in the Construction Account, together with all investment earnings thereon, shall be 473 expended by the Board only for the purpose of paying expenses incurred in connection with the 474 Project and on account of the sale and issuance of such series of the Bonds. Any balance 475 remaining in the Construction Account after the completion of the Project which is not required 476 to meet unpaid obligations incurred in connection therewith and on account of the sale and 477 issuance of the Bonds may be used to pay debt service on the Bonds or otherwise used as 478 permitted by law. 479 (b) Bond Fund. (i) There is hereby created a separate fund, designated as the "City of 480 Carmel Storm Water District Bond and Interest Redemption Fund" (the "Bond Fund"), which 481 shall consist of an account created and designated as the "Special Tax Account" (the "Special 482 Tax Account"), an account created and designated as the "Revenues Account" (the "Revenues 483 Account"), and (if necessary), an account created and designated as the "Debt Service Reserve 12 484 Account" (the "Reserve Account"). Funds deposited into the Bond Fund shall be applied to the 485 payment of the principal of and interest on the Bonds, and all other bonds payable from the 486 special benefits tax levied pursuant to Ind. Code § 8-1.5-5-22 (the "Special Tax") and/or other 487 revenues of the District as contemplated hereby, and to no other purpose not allowed under Ind. 488 Code § 8-1.5-5-22. As the Special Tax is collected, it shall be deposited and accumulated in the 489 Special Tax Account. 490 (ii) If at the time of the sale of any series of the Bonds it is determined by the Mayor, 491 with the advice of the District's financial advisor, to establish a Reserve Account for such series 492 of the Bonds, then the Reserve Account, with appropriate series designation for such series of 493 Bonds, shall be established, and there shall be set aside from the proceeds of such series of 494 Bonds and deposited in the Reserve Account an amount of money that shall be required to 495 maintain the Reserve Account in the full amount of the Debt Service Reserve Requirement (as 496 defined below). In addition to Bond proceeds, the Reserve Account may, if needed, be funded 497 by cash on hand. No deposit need be made in the Reserve Account so long as there shall be on 498 deposit therein a sum equal to the amount determined by the financial advisor to be required to 499 adequately secure that series of the Bonds (the "Debt Service Reserve Requirement"). All 500 money in the Reserve Account shall be used and withdrawn by the District solely for the purpose 501 of making deposits into the Revenues Account, in the event of any deficiency at any time in such 502 account and the Special Tax Account, or for the purpose of paying the interest on or principal of 503 or redemption premiums, if any, on the Bonds, in the event that no other money is lawfully 504 available therefor. Any amount in the Reserve Account in excess of the Debt Service Reserve 505 Requirement shall be withdrawn from the Reserve Account and deposited in the Revenues 506 Account. Money in the Reserve Account shall also be available to make the final payments of 507 interest and principal on the Bonds. The District at its option may satisfy any Debt Service 508 Reserve Requirement with a surety bond, letter of credit or other financial instrument on terms 509 and conditions recommended by the District's financial advisor. 510 (c) Reduction of Special Tax LevPledge pecial Tax. The amount of the levy 511 under Ind. Code § 8-1.5-5-22 each year for the Special Tax required to make payments on the 512 Bonds as set forth in the budget of the District formulated pursuant to Ind. Code § 8-1.5-5-22(b) 513 may be reduced, as provided in Ind. Code § 8-1.5-5-22(b), by surplus revenues of the District to 514 the extent such revenues have been set aside and designated by the District for such purpose in 515 the Revenues Account. The District reasonably expects to pay debt service on the Bonds from 516 available revenues of the District, including surplus revenues of the storm water system, 517 deposited in the Revenues Account. The District hereby covenants to levy the Special Tax each 518 year payments are due with respect to the Bonds to the extent the revenues of the District 519 described herein are not sufficient (a) to timely pay the principal of and interest on the Bonds, 520 and (b) to replenish any deficiency in the Reserve Account to the Debt Service Reserve 521 Requirement, if a Reserve Account and Debt Service Reserve Requirement are established. Any 522 officer of the Board is authorized to enter into such agreements or undertakings as such officer 523 deems necessary or appropriate to further effectuate such pledge of the Special Tax hereunder. 524 The amounts reasonably expected to be available and so designated in the Revenues 525 Account of the Bond Fund shall be determined at the time the budget and tax levy for a given 526 year is finally fixed, and such amounts shall be used for no purpose except as contemplated 527 above and are hereby pledged by the Board when deposited into the Revenues Account to the 13 528 payment of the Bonds, such pledge being effective as set forth in Ind. Code § 5-1-14-4 without 529 the necessity of filing or recording this resolution or any other instrument except in the records of 530 the District. 531 If necessary in order to facilitate the deposit of certain surplus revenues into the Revenues 532 Account, the President or Vice President of the Board are hereby authorized to execute, and the 533 Secretary of the Board is authorized to attest, a revenue deposit agreement, in a form and 534 substance acceptable to the officers of the Board executing the same, based upon the advice of 535 counsel to the Board, with such approval to be conclusively evidenced by the execution thereof 536 by such officers of the Board. 537 Section 10. Sale of Bonds; Municipal Bond Insurance; Official Statement. (a) Except 538 as provided in subsection (d), the Bonds shall be sold at public sale. Prior to the sale of any 539 series of the Bonds at public sale, the Clerk -Treasurer shall cause to be published either (i) a 540 notice of such sale in The Noblesville Daily Times two times, at least one week apart, the first 541 publication made at least fifteen (15) days before the date of the sale and the second publication 542. being made at least three (3) days before the date of the sale, or (ii) a notice of intent to sell in 543 The Noblesville Daily Times and the Court & Commercial Record, once each week for two 544 weeks all in accordance with IC 5-1-11 and IC 5-3-1. The notice shall state the character and 545 amount of the Bonds, the maximum rates of interest thereon, the terms and conditions upon 546 which bids will be received and the sale made, and such other information as the Clerk - 547 Treasurer and the attorneys employed by the City shall deem advisable, and any summary 548 notice may contain any information deemed so advisable. The notice shall provide, among 549 other things, that the winning bidder shall provide a good faith deposit in the form of a certified 550 or cashier's check or a wire transfer in the amount equal to one percent (1%) of the principal 551 amount of the Bonds by no later than 3:30 p.m. (Carmel Time) on the next business day 552 following the award. If the successful bidder shall fail or refuse to accept delivery of the Bonds 553 and pay for the same in immediately available funds as soon as the Bonds are ready for 554 delivery, or at the time fixed in the notice, then the good faith deposit and the proceeds thereof 555 shall be the property of the City and shall be considered as its liquidated damages on account of 556 such default. The notice shall further provide that bidders for the Bonds will be required to 557 name the rate or rates of interest which the Bonds are to bear, not exceeding the maximum rate 558 fixed above, that such interest rate or rates shall be in multiples of one-eighth (1/8) or one - 559 hundredth (1/100) of one percent (1.00%). No conditional bids or bids for less than 99% of the 560 face value of the Bonds will be considered. 561 The Bonds shall be awarded by the Clerk -Treasurer to the best bidder who has submitted 562 its bid in accordance with the terms of this resolution, IC 5-1-11 and the notice of sale or notice 563 of intent to sell, as the case may be. The best bidder will be the one who offers the lowest net 564 interest cost to the City to be determined by computing the total interest on all of the Bonds to 565 their maturities and deducting there from the premium bid, if any, and adding thereto the 566 discount bid, if any. The right to reject any and all bids is hereby reserved. If an acceptable bid is 567 not received on the date of sale, the sale may be continued from day to day thereafter without 568 further advertisement for a period of thirty (30) days, during which time no bid which provides a 569 higher net interest cost to the City than the best bid received at the time of the advertised sale 570 will be considered. 14 571 (b) In the event the financial advisor to the Board certifies to the City that it would 572 be economically advantageous for the City to acquire a municipal bond insurance policy for any 573 series of the Bonds, the Board hereby authorizes and directs the Mayor and Clerk -Treasurer to 574 obtain such an insurance policy. The acquisition of a municipal bond insurance policy is hereby 575 deemed economically advantageous in the event the difference between the present value cost 576 of (a) the total debt service on the Bonds if issued without municipal bond insurance and (b) the 577 total debt service on the Bonds if issued with municipal bond insurance, is greater than the cost 578 of the premium on the municipal bond insurance policy. 579 (c) If necessary, the distribution of an Official Statement (preliminary and final) for 580 each series of the Bonds prepared by H. J. Umbaugh & Associates, LLP, on behalf of the City, 581 is hereby approved and the Mayor and the Clerk -Treasurer are authorized to execute the 582 Official Statement on behalf of the City in a form consistent with this resolution. The Mayor or 583 the Clerk -Treasurer is hereby authorized to designate the Official Statement as "nearly final" 584 for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission. 585 (d) Notwithstanding anything in this Resolution to the contrary and in lieu of a 586 public sale of the Bonds pursuant to this Section, the Bonds may, in the discretion of the City, 587 based upon the advice of the City's financial advisor, be sold either to the Indiana Bond Bank or 588 a local public improvement bond bank established by the City pursuant to I.C. 5-1.4 (either 589 such entity, the "Bond Bank"). In the event of such determination of sale to the Bond Bank, the 590 Bonds shall be sold to the Bond Bank in such denomination or denominations as the Bond Bank 591 may request, and pursuant to a qualified entity purchase agreement (the "Purchase Agreement") 592 between the City and the Bond Bank, hereby authorized to be entered into and executed by the 593 Mayor on behalf of the City, subsequent to the date of the adoption of this Resolution. Such 594 Purchase Agreement may set forth the definitive terms and conditions for such sale, but all of 595 such terms and conditions must be consistent with the terms and conditions of this Resolution, 596 including without limitation, the interest rate or rates on the Bonds which shall not exceed the 597 maximum rate of interest for the Bonds authorized pursuant to this Resolution. Bonds sold to 598 either the Bond Bank shall be accompanied by all documentation required by the Bond Bank 599 pursuant to the provisions of Indiana Code 5-1.5 or 5-1.4, as applicable, and the Purchase 600 Agreement, including, without limitation, an approving opinion of nationally recognized bond 601 counsel, certification and guarantee of signatures and certification as to no litigation pending, as 602 of the date of delivery of the Bonds to the Bond Bank, challenging the validity or issuance of 603 the Bonds. In the event the City determines to sell the Bonds to the Bond Bank, the submission 604 of an application to the Bond Bank, the entry by the City into the Purchase Agreement, and the 605 execution and delivery of the Purchase Agreement on behalf of the City by the Mayor in 606 accordance with this Resolution are hereby authorized, approved and ratified. 607 Section 11. Amendments. Subject to the terms and -provisions contained in this 608 section, and not otherwise, the owners of not less than sixty-six and two-thirds percent (66 2/3%) 609 in aggregate principal amount of the Bonds issued pursuant to this resolution and then 610 outstanding shall have the right from time to time, anything contained in this resolution to the 611 contrary notwithstanding, to consent to and approve the adoption by the Board of such resolution 612 or resolutions supplemental hereto or amendatory hereof, as shall be deemed necessary or 613 desirable by the Board for the purpose of modifying, altering, amending, adding to or rescinding 614 in any particular manner any of the terms or provisions contained in this resolution, or in any 15 615 supplemental resolution; provided, however, that nothing herein contained shall permit or be 616 construed as permitting: 617 (a) An extension of the maturity of the principal of or interest on, or any mandatory 618 sinking fund redemption date for, any Bond issued pursuant to this resolution; or 619 (b) A reduction in the principal amount of any Bond or the redemption premium or 620 the rate of interest thereon; or 621 (c) A preference or priority of any Bond or Bonds issued pursuant to this resolution 622 over any other Bond or Bonds issued pursuant to the provisions of this resolution; or 623 (d) A reduction in the aggregate principal amount of the Bonds required for consent 624 to such supplemental resolution. 625 If the Board shall desire to obtain any such consent, it shall cause the Registrar to mail a 626 notice, postage prepaid, to the addresses appearing on the Registration Record. Such notice shall 627 briefly set forth the nature of the proposed supplemental resolution and shall state that a copy 628 thereof is on file at the office of the Registrar for inspection by all owners of the Bonds. The 629 Registrar shall not, however, be subject to any liability to any owners of the Bonds by reason of 630 its failure to mail such notice, and any such failure shall not affect the validity of such 631 supplemental resolution when consented to and approved as herein provided. 632 Whenever at any time within one year after the date of the mailing of such notice, the 633 Board shall receive any instrument or instruments purporting to be executed by the owners of the 634 Bonds of not less than sixty-six and two-thirds per cent (66-2/3%) in aggregate principal amount 635 of the Bonds then outstanding, which instrument or instruments shall refer to the proposed 636 supplemental resolution described in such notice, and shall specifically consent to and approve 637 the adoption thereof in substantially the form of the copy thereof referred to in such notice as on 638 file with the Registrar, thereupon, but not otherwise, the Board may adopt such supplemental 639 resolution in substantially such form, without liability or responsibility to any owners of the 640 Bonds, whether or not such owners shall have consented thereto. 641 No owner of any Bond shall have any right to object to the adoption of such supplemental 642 resolution or to object to any of the terms and provisions contained therein or the operation 643 thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or 644 restrain the District, the Board or its officers from adopting the same, or from taking any action 645 pursuant to the provisions thereof. Upon the adoption of any supplemental resolution pursuant to 646 the provisions of this section, this resolution shall be, and shall be deemed, modified and 647 amended in accordance therewith, and the respective rights, duties and obligations under this 648 resolution of the District and all owners of Bonds then outstanding shall thereafter be 649 determined, exercised and enforced in accordance with this resolution, subject in all respects to 650 such modifications and amendments. 651 Notwithstanding anything contained in the foregoing provisions of this resolution, the 652 rights, duties and obligations of the District and of the owners of the Bonds, and the terms and 653 provisions of the Bonds and this resolution, or any supplemental resolution, may be modified or 654 amended in any respect with the consent of the Board and the consent of the owners of all the 655 Bonds then outstanding. 656 Without notice to or consent of the owners of the Bonds, the Board may, from time to 657 time and at any time, adopt such resolutions supplemental hereto as shall not be inconsistent with 658 the terms and provisions hereof (which supplemental resolutions shall thereafter form a part 659 hereof), 660 (a) To cure any ambiguity or formal defect or omission in this resolution or in 661 any supplemental resolution; or 662 (b) To grant to or confer upon the owners of the Bonds any additional rights, 663 remedies, powers, authority or security that may lawfully be granted to or conferred upon 664 the owners of the Bonds; or 665 (c) To procure a rating on the Bonds from a nationally recognized securities 666 rating agency designated in such supplemental resolution, if such supplemental resolution 667 will not adversely affect the owners of the Bonds; or 668 (d) To obtain or maintain bond insurance with respect to the Bonds; or 669 (e) To provide for the current refunding or advance refunding of the Bonds; or 670 (f) To make any other change which, in the determination of the Board in its 671 sole discretion, would not adversely affect the rights of the owners of the Bonds. 672 Section 12. Tax Covenants. In order to preserve the exclusion of interest on the Bonds 673 from gross income for federal income tax purposes under Section 103 of the Internal Revenue 674 Code of 1986, as in effect on the date of delivery of the Bonds (the "Code") and as an 675 inducement to purchasers of the Bonds, the Board represents, covenants and agrees that: 676 (a) The Project will be available for use by members of the general public. Use by a 677 member of the general public means use by natural persons not engaged in a trade or business. 678 No person or entity, other than the City, the District or another state or local governmental unit, 679 will use more than 10% of the proceeds of the Bonds or property financed or refinanced by the 680 proceeds other than as a member of the general public. No person or entity other than the City, 681 the District, or another state or local governmental unit will own property financed or 682 refinanced by Bond proceeds or will have actual or beneficial use of such property pursuant to a 683 lease, a management, service or incentive payment contract, an arrangement including a take - 684 or -pay or other type of output contract or any other type of arrangement that conveys other 685 special legal entitlements and differentiates that person's or entity's use of such property from 686 the use by the general public, unless such uses in the aggregate relate to no more than 10% of 687 the proceeds of the Bonds. If the City enters into a management contract for all or a portion of 688 the Project, the terms of the contract will comply with the Regulations and IRS Revenue 689 Procedure 97-13, as amended, supplemented or superseded from time to time, so that the 690 contract will not give rise to private business use under the Code and the Regulations unless 691 such use in the aggregate relates to no more than 10% of the proceeds of the Bonds. 17 692 (b) No more than 10% of the payment of the principal of or interest on the Bonds 693 will be (under the terms of the Bonds, this Resolution or any underlying arrangement), directly 694 or indirectly, (i) secured by any interest in property used or to be used for a private business use 695 or payments in respect of such property or (ii) derived from payments (whether or not to the 696 Board) in respect of such property or borrowed money used or to be used for a private business 697 use. 698 (c) No more than 5% of the Bond proceeds will be loaned to any entity or person 699 other than another state or local governmental unit. No more than 5% of the Bond proceeds will 700 be transferred, directly or indirectly, or deemed transferred to a non-governmental person in any 701 manner that would in substance constitute a loan of the Bond proceeds. 702 (d) The Board reasonably expects, as of the date hereof, that the Bonds will not meet 703 either the private business use test described in paragraph (a) and (b) above or the private loan 704 test described in paragraph (c) above during the entire term of the Bonds. 705 (e) No more than 5% of the proceeds of the Bonds will be attributable to private 706 business use as described in (a) and private security or payments described in (b) attributable to 707 unrelated or disproportionate private business use. For this purpose, the private business use test 708 is applied by taking into account only use that is not related to any government use of proceeds 709 of the issue (Unrelated Use) and use that is related but disproportionate to any governmental 710 use of those proceeds (Disproportionate Use). 711 (f) The Board will not take any action or fail to take any action with respect to the 712 Bonds that would result in the loss of the exclusion from gross income for federal tax purposes 713 of interest on the Bonds under Section 103 of the Code, nor will the City or the District act in 714 any other manner which would adversely affect such exclusion; and it will not make any 715 investment or do any other act or thing during the period that the Bonds are outstanding that 716 would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. 717 The City and the District covenant and agree not to enter into any contracts or arrangements 718 which would cause the Bonds to be treated as private activity bonds under Section 141 of the 719 Code. 720 (g) All officers, members, employees and agents of the Board and the City are 721 authorized and directed to provide certifications of facts and estimates that are material to the 722 reasonable expectations of the Board as of the date the Bonds are issued and to enter into 723 covenants on behalf of the Board evidencing the Board's commitments made herein. In 724 particular, all or any members or officers of the Board or officers of the City are authorized to 725 certify and enter into covenants for the District regarding the facts and circumstances and 726 reasonable expectations of the Board on the date the Bonds are issued and the commitments 727 made by the Board herein regarding the amount and use of the proceeds of the Bonds. 728 (h) The Board represents that, to the extent necessary, it will rebate all arbitrage 729 profits to the United States of America in accordance with the Code. 730 (i) These covenants are based solely on current law in effect and in existence on the 731 date of delivery of such Bonds. 18 732 Section 13. Noncompliance with Tax Covenants. Notwithstanding any other 733 provisions of this resolution, the covenants and authorizations contained in this resolution (the 734 "Tax Sections") which are designed to preserve the exclusion of interest on the Bonds from gross 735 income under federal law (the "Tax Exemption") need not be complied with if the Board 736 receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to 737 preserve the Tax Exemption. 738 Section 14. Continuing Disclosure. If deemed necessary to comply with federal 739 securities laws, the President of the Board, the Mayor or the Clerk -Treasurer is hereby authorized 740 to execute and deliver a Continuing Disclosure Undertaking Agreement upon delivery of the 741 Bonds. Notwithstanding any other provision of this resolution, failure of the Board to comply 742 with the Continuing Disclosure Undertaking Agreement shall not be considered an event of 743 default under the Bonds or this resolution. 744 Section 15. Severability. If any section, paragraph or provision of this resolution shall 745 be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such 746 section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 747 Section 16. Other Action. The appropriate officers are hereby authorized to take all 748 such actions and execute all such instruments as are necessary or desirable to effectuate this 749 Resolution. These actions include obtaining a rating, bond insurance or any other form of credit 750 enhancement for the Bonds if economically feasible and desirable and with the favorable 751 recommendation of the financial advisors to the Citv, and filing a report of an additional 752 appropriation with the Indiana Department of Local Government Finance. In addition, the 753 appropriate officers of the Board are hereby authorized and directed to take any other action 754 deemed necessary or advisable in order to effectuate the acquisition, construction and equipping 755 of the Project, the issuance of the Bonds, or any other purposes of this Resolution. 756 Section 17. Repeal of Conflicting Provisions. All resolutions, or parts thereof, in 757 conflict with the provisions of this resolution, are, to the extent of such conflict, hereby repealed 758 or amended. 759 Section 18. Effective Date. This resolution shall be in full force and effect 760 immediately upon its passage and signing. 761 19 762 PASSED by the Board of Directors of the Department of Storm Water Management of the City 763 of Carmel, Indiana, this tr day of , 2016, by a vote of _� ayes and 764 nays. 765 766 767 768 769 770 771 772 773 774 775 776 777 778 779 780 781 782 783 784 785 786 787 788 789 790 791 792 793 BOARD OF DIRECTORS OF THE DEPARTMENT OF STORM TER MANAGEMENT OF THE CITY OF AI MEL, INDI evin D. Rider Bruce Kimball Prepared by: Bruce D. Donaldson, Esq. Barnes & Thornburg LLP 11 South Meridian Street Indianapolis, IN 46204 20 EXHIBIT A The Project consists of all or any portion of (a) certain improvements to the storm water system of the District, including, without limitation, the design, inspection, construction, renovation, replacement, improvement and/or equipping of certain storm water sewers, drainage improvements, culverts, structures, detention swales and ponds in the District, together with any sidewalk, drainage, streetscaping, landscaping and/or other improvements related thereto; (b) the acquisition of any land or right-of-way necessary therefor; and (c) all utility relocation, acquisition, design, inspection, construction, demolition, renovation, remediation, improvement, excavation, site work preparation and/or equipping projects related to the projects described in clauses (a) and (b) and any and all costs related thereto (clauses (a) through and including (c), collectively, the "Project"). The estimated costs of the Project are set forth below: Project Components Estimated Cost Road Reconstructed Storm Sewers $18,000,000 Small Structure Replacement Program $12,000,000 Monon Swale / Regional Detention $4,500,000 Small Structure and Culvert Lining $2,000,000 Rangeline Road Drainage Improvements $500,000 Foster Estates Detention $400,000 Subdivision Drainage Improvements (Jordan Woodlands, Concord Village, Carmel Meadows, Harrowgate, Cedar Pointe, Green Tree Estates, Crooked Stick and Crooked Stick West, Wilson Village, Carmel View, Village of Mount Carmel, Ironwood) $4,000,000 Old Town Drainage Improvements $600,000 DMS LBOX 2709168v2 Total Estimated Cost = $42,000,000 UN