HomeMy WebLinkAboutBond Bank Multipurpose Bond Series 2016
NEWISSUERating:Standard & Poor’sRating Services “AA+”
Book-Entry-Only
This FinalOfficial Statement is dated April 20, 2016
In the opinion of Barnes & Thornburg LLP, Indianapolis, Indiana(“Bond Counsel”) under existing laws, interest on the Bondsis excludable from
gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended and in effecton the date of
issuance of the Bonds(the “Code”). In the opinion of Bond Counsel, under existing laws, interest on the Bondsis exempt from income taxation in
the State of Indiana, except for the financial institutions tax. See“TAX MATTERS”and Appendix Iherein.The Bondsare not“qualified tax-
exempt obligations” for purposes of Section 265(b)(3) of the Code.
$214,455,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
Carmel, Indiana
MULTIPURPOSE BONDS, SERIES 2016
Original Date: Date of Delivery (May 5, 2016)Due: January 15and July 15, as shown on inside cover page
The City of Carmel Local Public Improvement Bond Bank(the “Bond Bank”)is issuing $214,455,000 of itsMultipurpose Bonds, Series 2016(the
“Bonds”)for the purpose of providing funds to(a) purchasethe Qualified Obligations, as further described and defined herein,and (b) pay the costs
of issuance of the Bonds, together with certain related expenses. A portion of the purchase price of the Qualified Obligations will be retained by the
Bond Bank and applied to the payment of capitalized intereston the Bonds and costs of issuanceofthe Qualified Obligations, together with certain
related expenses, allas more fully described herein.
The Bonds are authorized by a resolution adopted by the Board of Directors of The City of Carmel Local Public Improvement Bond Bank on
March 22, 2016, and are issued under and secured by the Trust Indenturedated as of May 1, 2016(the “Bond Bank Indenture”)between the Bond
Bank and The Huntington National Bank, in Indianapolis, Indiana, as trustee, registrar and paying agent(the “Trustee”). The City of Carmel, the
Carmel Redevelopment Authority and the Carmel Storm Water District(collectively, the “Qualified Entities”)will deliver their respective
Qualified Obligations to the Bond Bank, pursuant to the terms of separatepurchase agreementswith the Bond Bank setting forth the definitive
terms and conditions of the purchase of therespective Qualified Obligations.
The Bondsare limited obligations of the Bond Bank payable solely out of therevenues and funds established andpledged therefor under the Bond
Bank Indenture, as more fully described herein, which includes the revenues and funds received from the Qualified Entities with respect to the
Qualified Obligations. The Bonds do not constitute a debt, liability,loan of the creditor pledge of the faith and creditof the State of Indiana(the
“State”)or any political subdivision thereof, including any Qualified Entity, under the constitution and laws of the State or a pledge of the faith,
credit and taxing power of the City, the State orany political subdivision thereof, including any Qualified Entity. The sources of payment of, and
security for, the Bonds are more fully described herein. The Bond Bank has no taxing power.The Bond Bank will not maintain a debt service
reserve fund for the Bonds.
The Bonds are secured by debt service payments on the Qualified Obligations. The payments on the Qualified Obligations have been structured to
be sufficient to pay the principal of and interest on the Bonds when due. Qualified Obligations 1 through 13 are payable from ad valorem property
taxes levied on all taxable property within the City of Carmel. Qualified Obligations 14 through 16 are payable from lease rental payments, which
lease rental paymentsare secured by and payable from a special benefits tax (a form of ad valorem property tax) levied on all taxable property
within the Carmel Redevelopment District. In addition, the City’s distributive share of the County Option Income Tax has beenpledged to the
payment of the lease rental payments which will be used to pay Qualified Obligation 14. Qualified Obligation 17 is payable from a special benefits
tax (a form of ad valorem property tax) levied on all taxable property within the Carmel Storm Water District. The boundaries of the City, the
Redevelopment District and the Storm Water District are coterminous.See “SECURITIES BEING OFFERED” herein for a more detailed
description for the security and expected sources of payment for each of the Qualified Obligations.
The Bonds are subject to redemption prior to maturity as described herein. See “THE BONDS—Redemption Provisions” herein.
The Bondswill be issued only as fully registered bonds, and when issued, will be registered in the name of Cede & Co., as nominee for The
Depository Trust Company(“DTC”). Purchases of beneficial interests in the Bondswill be made in book-entry-only form in the denomination of
$5,000 or any integral multiples thereof. Purchasers of beneficial interests in the Bonds(the “Beneficial Owners”)will not receive physical delivery
of certificates representing their interests in the Bonds. Interest on the Bondswill be payable semiannually on January 15and July 15of each year,
beginning January 15, 2017. Principal and interest will be disbursed on behalf of the Bond Bankby the Trustee. Interest on the Bondswill be paid
by check, mailed one business day prior to the interest payment date or by wire transfer to depositories. The principal of and premium, if any, on
the Bondsshall be payable in lawful money of the United States of America at the designated corporate trust office of the Trustee. Interest on,
together with the principal of, the Bondswill be paid directly to DTC by the Trusteeso long as DTC or its nominee is the registered owner of the
Bonds. The final disbursement of such payments to the Beneficial Owners of the Bondswill be the responsibility of the DirectParticipants and the
Indirect Participants. See“BOOK-ENTRY-ONLY SYSTEM.”
This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official
Statement to obtain information essential to the making of an informed investment decision.
MATURITY SCHEDULE
(Base CUSIP* 143287)
InterestInterest
MaturityPrincipalRateYieldPriceCUSIPMaturityPrincipalRateYieldPriceCUSIP
January 15, 2017$1,520,0002.000%0.690%100.905AA8July 15, 2023$3,605,0005.000%1.510%123.705AP5
July 15, 20171,085,0002.000%0.790%101.435AB6January 15, 20243,695,0005.000%1.610%124.438AQ3
January 15, 20181,095,0004.000%0.810%105.356AC4July 15, 20243,865,0005.000%1.670%125.401AR1
July 15, 20182,290,0004.000%0.840%106.855AD2January 15, 20253,955,0005.000%1.780%125.828AS9
January 15, 20192,330,0005.000%0.880%110.945AE0July 15, 20254,165,0005.000%1.830%126.711AT7
July 15, 20192,790,0005.000%0.930%112.779AF7
January 15, 20202,860,0005.000%1.000%114.471AG5January 15, 2026**1,150,0002.000%1.920%100.703AU4
July 15, 20202,980,0005.000%1.040%116.210AH3January 15, 2026**3,115,0005.000%1.920%127.123BF6
January 15, 20213,055,0002.750%1.190%107.101AJ9
July 15, 20213,155,0002.000%1.260%103.708AK6July 15, 20264,495,0005.000%1.970%127.858AV2
January 15, 20223,185,0005.000%1.340%119.999AL4
July 15, 20223,285,0005.000%1.410%121.220AM2January 15, 2036**165,0003.000%3.000%100.000BG4
January 15, 20233,365,0003.000%1.440%109.920AN0
Term Bonds
C
$10,595,000of Term Bonds at 5.000% due July 15, 2027, Yield 2.050%,Price 127.011,CUSIP AW0
C
,Price 106.514, CUSIP AX8
$13,980,000of Term Bonds at 3.000% due July 15, 2028, Yield 2.280%
C
,Price 125.234, CUSIP AY6
$13,555,000of Term Bonds at 5.000% due July 15, 2029, Yield 2.220%
C
,Price 124.614, CUSIP AZ3
$14,255,000of Term Bonds at 5.000% due July 15, 2030, Yield 2.280%
C
$15,905,000of Term Bonds at 5.000% due July 15, 2031, Yield 2.350%,Price 123.895,CUSIP BA7
C
$17,440,000of Term Bonds at 5.000% due July 15, 2032, Yield 2.410%,Price 123.283,CUSIP BB5
C
$18,325,000of Term Bonds at 5.000% due July 15, 2033, Yield 2.470%,Price 122.674,CUSIP BC3
C
$19,255,000of Term Bonds at 5.000% due July 15, 2034, Yield 2.530%,Price122.069,CUSIP BD1
C
$29,940,000of Term Bonds at 5.000% due January 15, 2036**, Yield 2.640%,Price 120.969,CUSIP BE9
*Copyright 2016, American Bankers Association. CUSIP data herein provided by Standard & Poor’s, CUSIP Service Bureau, a
division of The McGraw-Hill Companies, Inc.
** Bifurcated maturity.
C
Yieldto first call date of July 15, 2026.
The Bondsare being offered for delivery when, as and if issued and received by the Underwritersand subject to the
approval of legality by Barnes & Thornburg LLP,Indianapolis, Indiana,Bond Counsel.Certain legal matters will be
passed onfor the Cityand the Storm Water District by Douglas C. Haneyas Corporation Counsel for the City, for
the Carmel Redevelopment Commission by its counsel Wallack Somers & Haas, P.C., and for the Underwriters by
their counsel, Faegre Baker Daniels LLP, Minneapolis, Minnesota and Indianapolis, Indiana.Certain items will be
passed onbyBarnes & Thornburg LLP, Indianapolis, Indiana, as special counsel to the Bond Bank.The Bondsare
expected to be available for delivery via the FAST System of DTC in Indianapolis, Indiana, on May 5, 2016.
IN CONNECTION WITH THIS OFFERING THE UNDERWRITERSMAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDSOFFERED
HEREBY AT A LEVELABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET,
AND SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No dealer, broker, salesman or other person has been authorized by the Bond Bankor the Underwriters to give any
informationor to make any representations, other than those contained in this Official Statement, in connection with
the offering of the Bonds, and,if given or made, such other information or representations must not be relied upon
as having been authorized by the Bond Bankor the Underwriters. This Official Statement does not constitute an
offer to sell or the solicitation of an offer to buy,nor shall there be any sale of the securities described herein by any
person in any jurisdiction in which it is unlawful forsuch person to make such offer, solicitation or sale. The
information set forth herein has been obtained fromthe Bond Bank, and other sources which are believed to be
reliable, but it is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein
are subject to change without notice and neither the delivery of this Official Statement nor any sale of the securities
described herein shall, under any circumstances, create any implication that there has been no change in the
information presented herein since the date hereof. However, upon delivery of the Bonds,it is anticipated that the
Bond Bankwill provide a certificate stating that there have been no material changes in the information contained in
thisOfficial Statement since the date hereof.
THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS
OFFICIAL STATEMENT: THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS
OFFICIAL STATEMENT IN ACCORDANCE WITH AND AS PART OF THEIR RESPONSIBILITIES TO
INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND
CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITERS DO NOT GUARANTEE THE
ACCURACY OR COMPLETENESS OF SUCH INFORMATION.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE BONDSOR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES HERETO, CONTAINS STATEMENTS
WHICH SHOULD BE CONSIDERED “FORWARD-LOOKING STATEMENTS,” MEANING THEY
REFER TO POSSIBLE FUTURE EVENTS OR CONDITIONS. SUCH STATEMENTS ARE GENERALLY
IDENTIFIABLE BY THE WORDS SUCH AS “PLAN,” “EXPECT,” “ESTIMATE,” “BUDGET,” OR
SIMILAR WORDS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS
CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVES KNOWN AND UNKNOWN
RISKS, UNCERTAINTIES, AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS,
PERFORMANCE, OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY
FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. POTENTIAL INVESTORS SHOULD NOT PLACE UNDUE
RELIANCE ON FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS
ARE MADE AS OF THE DATE OF THIS OFFICIAL STATEMENT. THE BOND BANK HAS NOT
ASSUMED ANYOBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.
WHILE THE BOND BANK HAS NO REASON TO BELIEVE THAT THE ASSUMPTIONS THAT HAVE
BEEN USED IN THESE FORWARD-LOOKING STATEMENTS ARE NOT REASONABLE, THESE
ASSUMPTIONS INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
ECONOMIC, COMPETITIVE, AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND
FUTURE LEGAL AND REGULATORY CIRCUMSTANCES AND CONDITIONS, ALL OF WHICH ARE
DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND
THE CONTROL OF THE BOND BANK. AS A RESULT, ACTUAL RESULTS WILL UNDOUBTEDLY
DIFFER, AND MAY DIFFER MATERIALLY, FROM THOSE DISCUSSED IN SUCH FORWARD-
LOOKING STATEMENTS. THE BOND BANK DOES NOT EXPECT OR INTEND TO ISSUE ANY
UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN THEIR
RESPECTIVE EXPECTATIONS OR CHANGES, OR EVENTS, CONDITIONS, OR CIRCUMSTANCES
ON WHICH SUCH STATEMENTS ARE BASED, OCCUR.
The order and placement of material in this Official Statement including the Appendices,are not to be deemed a
determination of relevance, materiality or importance, and this Official Statement, including the cover page and
Appendices, must be considered in its entirety.
In making an investment decision, investors must rely on their own examination of the information presented in this
Official Statement concerning the Bonds, Bond Bank, Qualified Entities, Qualified Obligations and the terms of the
offering, including the merits and risks involved.These Securities have not been recommended by any federal or
state securities commission or regulatory authority.Furthermore, the foregoing authorities have not confirmed the
accuracy or determined the adequacy of this document.Any representations to the contrary is a criminal offense.
____________________
TABLE OF CONTENTS
Page(s)
Introduction to the Official Statement.....................................................................................................................1
Sources and Uses of Funds......................................................................................................................................6
Schedule of Amortization $214,455,000Principal Amount of
The City of Carmel Local Public Improvement Bond Bank
Multipurpose Bonds, Series 2016.........................................................................................................................7
Securities Being Offered
Authorization and Approval Processof the Bonds...........................................................................................8
Security and Sources of Paymentof the Bonds................................................................................................8
The Qualified Entities and the Qualified Obligations.......................................................................................8
Qualified Obligations of the City of Carmel....................................................................................................8
Qualified Obligations of the Carmel Redevelopment Authority......................................................................9
Qualified Obligations of the Carmel Storm Water District.............................................................................15
Enforcement of the Qualified Obligations.......................................................................................................16
Funds and Accounts........................................................................................................................................16
Risks to Bondholders.......................................................................................................................................17
Investment of Funds........................................................................................................................................19
The Bonds
Interest Calculation..........................................................................................................................................19
Redemption Provisions....................................................................................................................................20
Book-Entry-Only System................................................................................................................................21
Procedures for Property Assessment, Tax Levy and Collection.............................................................................23
Circuit Breaker Tax Credit.....................................................................................................................................25
Continuing Disclosure............................................................................................................................................27
Bond Rating............................................................................................................................................................30
Underwriting...........................................................................................................................................................30
Financial Advisor...................................................................................................................................................30
Legislative Proposals..............................................................................................................................................31
Tax Matters.............................................................................................................................................................31
Amortizable Bond Premium...................................................................................................................................32
Litigation................................................................................................................................................................32
Certain Legal Matters.............................................................................................................................................33
Legal Opinions and Enforceability of Remedies....................................................................................................33
Appendices:
AGeneral Information
BAccounting Report
CSummary of Certain Provisions of the Bond Bank Indenture
DForm of Bond Ordinance Related to Qualified Obligations #1-13
ESummary of Certain Legal Documents Related toQualified Obligation #14
FSummary of Certain Legal Documents Related to Qualified Obligation #15
GSummary of Certain Legal Documents Related to Qualified Obligation #16
HCopy of Bond Resolution Related to Qualified Obligation #17
IForm ofOpinionof Bond Counsel
JForm of Continuing Disclosure Undertaking Agreement
KDefined Terms
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PROJECT PERSONNEL
Names and positions of officials and professionals who have taken part in the planning of the projectsand bond
issuesare:
Bond Bank
Board of Directors
Anna Stout, Chair
Jeffry Carter, Vice-Chair
Jarvis Jointer
John Schuler
Patrick Thomas
Bond Bank Executive Director &
City Clerk-Treasurer
Christine S. Pauley
Mayor
Honorable James C. Brainard
CommonCouncil
Ron Carter, President
Sue Finkam, Vice-President
Laura Campbell
Bruce Kimball
City EngineerKevin RiderCorporation Counsel
Carol Schleif
Jeremy KashmanJeff WorrellDouglas C. Haney
Redevelopment AuthorityRedevelopment CommissionStorm Water Board
Robert Bush, PresidentWilliam Hammer, PresidentJames C. Brainard
John Getz, Vice-PresidentDavid C. Bowers, Vice-PresidentMary Ann Burke
Debra Zipes, Secretary/TreasurerHenry Mestetsky, SecretaryLori Watson
Bill Brooks
Michael Kerschner
Jeff Worrell
Redevelopment Commission
Executive Director
Corrie Meyer
Redevelopment Commission
Financial AdvisorCounselBondCounsel
Loren M. MatthesKarl P. HaasBruce D. Donaldson
H.J. Umbaugh & AssociatesWallack Somers & Haas, P.C.Barnes & Thornburg LLP
Certified Public Accountants, LLPOne Indiana Square, Suite 230011 South Meridian Street
8365 Keystone Crossing, Suite 300Indianapolis, Indiana 46204Indianapolis, Indiana 46204
Indianapolis, Indiana 46240
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This introduction to the Official Statement contains certain information for quick reference only.Investors must
read the entire Official Statement to obtain information essential to the making of an informed investment decision.
Capitalized terms used in this Official Statement, but not otherwise defined herein, will have the meanings set forth
in Appendix Khereto.
FINALOFFICIAL STATEMENT
$214,455,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
Carmel, Indiana
MULTIPURPOSE BONDS, SERIES 2016
INTRODUCTION TO THE OFFICIAL STATEMENT
The City of Carmel LocalPublic Improvement Bond Bankisissuing $214,455,000of itsMultipurpose Bonds,
Series 2016.
T HE B OND B ANK
Indiana Code §5-1.4 establishes an individual bond bank for each city of second class staturewithin the State of
Indiana. The CommonCouncilof the City of Carmel, Indiana(the “City”)adopted an ordinance declaring the City
as a city of second class staturepursuant to Indiana Code §36-4-1-1.1on January 4, 2016. The Bond Bank is a body
corporate and politicand an instrumentality of the City, butseparate from the City in its corporate capacityand not
an agency of the City, established with the purpose of buying and selling securities of qualified entities. To
accomplish its purpose, the Bond Bank may issue bonds or notes. The Bond Bank also has general powers which
include the power to enter into, make and perform contracts of every lawful kind to accomplish its purpose. The
State pledges to and agrees with the holders of any bonds or notesissued by the Bond Bank that the Statewill not
limit or alterthe rights vested in the Bond Bank to fulfill the terms of any agreement made with the holders of its
bonds or notes, or in any way impair the rights or remedies of the holders of such obligations until the bonds or
notes are fully repaid. TheBond Bank has notaxing power.
Qualified entities are defined in Indiana Code §5-1.4 to include, but are not limited to, a city, a county, a special
taxing district located wholly within a county or any authority created under Indiana Code §36 that leases land or
facilities to any of the foregoing qualified entities. The Qualified Entities are each a qualified entity as defined in
Indiana Code §5-1.4. The Bond Bank is authorized to purchase securities offered by a qualified entity, with any
such securities required, upon their delivery to the Bond Bank,to be accompanied by all documentation required by
the Board of Directors and by Indiana Code §5-1.4-8-2(b).Every qualified entity is authorized and empowered to
contract with the Bond Bank with respect to the purchase of its securities, and the contracts will contain the terms
and conditions of the purchase and may be in any form agreed to by the Bond Bank and the qualified entity.
The Bond Bank is governed by a five-member Board of Directors, each appointed by the Mayorof the City.The
Board of Directors appoints an Executive Director, who serves as both Secretary and Treasurer,and elects a Chair
and Vice-Chair. Each of the five Directors serves for a term of three years, until a successor is appointed and
qualified, and is eligible for reappointment. Each Director must be a resident of Hamilton County(the “County”)as
the county in which the Bond Bankis located, but may not be an officer or employee of the City, the county or any
qualified entity.Three Directors constitute a quorum at any meeting of the Boardof Directors, and action may be
taken at a meeting by the affirmative vote of at least three Directors. All meetings of the Bond Bank will be open to
the publicin accordance with and subject to Indiana Code §5-14-1.5.
As of the date of this Official Statement, the Bond Bank has not issued any bonds, notes or other debt obligations
other than the Bondsbeing offered hereby and issued under the Bond Bank Indenture. Under Indiana Code §5-1.4,
the Bond Bank is authorized to issue other series of notes or bonds in the future to finance different programs to
accomplish its purposes.Any future obligations will be secured separately and independently from the Bonds and
the Bond Bank Indenture.
Notwithstanding the restrictions of any other law, all financial institutions, investment companies, insurance
companies, insurance associations, executors, administrators, guardians, trustees, and other fiduciaries may legally
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invest sinking funds, money or other funds belonging to them or within their control in bonds or notes issued by the
Bond Bank under Indiana Code §5-1.4.
P URPOSE OF THE B ONDS
The proceeds fromthe sale of the Bonds will be used by the Bond Bank to (a) purchase the Qualified Obligations (as
more particularly described below)and (b) pay the costs of issuance of the Bonds, together with certain related
expenses. A portion of the purchase price ofthe Qualified Obligations will beretained by the Bond Bank and
applied to the payment of capitalized interest on the Bonds and costs of issuanceand related expensesofthe
Qualified Obligations, allas more fully described herein.The City of Carmel, the Carmel Redevelopment Authority
and the Carmel Storm Water Districtwill deliver their respective Qualified Obligations to the Bond Bank
simultaneous with the Bond Bank’s delivery of the Bonds to the purchasers thereof.
Summary ofQualifiedObligations
Qualified Obligations of the City of Carmelto be acquired by the Bond Bank:
(1)$1,214,000 of City of Carmel General Obligation Bonds, Series 2016A
(2)$1,089,000 of City of Carmel General Obligation Bonds, Series 2016B
(3)$1,633,000 of Cityof Carmel General Obligation Bonds, Series 2016C
(4)$1,373,000 of City of Carmel General Obligation Bonds, Series 2016D
(5)$1,599,000 of City of Carmel General Obligation Bonds, Series 2016E
(6)$1,577,000 of City of Carmel General Obligation Bonds, Series 2016F
(7)$1,373,000 of City of Carmel General Obligation Bonds, Series 2016G
(8)$1,577,000 of City of Carmel General Obligation Bonds, Series 2016H
(9)$1,426,000 of City of Carmel General Obligation Bonds, Series 2016I
(10)$1,513,000 of City of Carmel General Obligation Bonds,Series 2016J
(11)$1,394,000 of City of Carmel General Obligation Bonds, Series 2016K
(12)$1,383,000 of City of Carmel General Obligation Bonds, Series 2016L
(13)$1,211,000 of City of Carmel General Obligation Bonds, Series 2016M
Qualified Obligations of the Carmel Redevelopment Authorityto be acquired by the Bond Bank:
(14)$139,872,000 of City of Carmel Redevelopment Authority Lease RentalBonds, Series 2016A
(Public Infrastructure Projects)
(15)$10,337,000 of City of Carmel Redevelopment Authority Lease RentalBonds, Series 2016B
(Economic Development Projects)
(16)$15,164,000 of City of Carmel Redevelopment Authority Lease RentalRefunding Bonds, Series 2016C
(Energy Center Project)
Qualified Obligations of the Carmel Storm Water Districtto be acquired by the Bond Bank:
(17)$30,720,000 of Cityof Carmel Storm Water District Bonds, Series 2016
S ECURITY AND S OURCES OF P AYMENT
The Bonds are limited obligations of the Bond Bank payable solely out of therevenues and funds established and
pledged therefor under the Bond Bank Indenture, as more fully described herein, which includes the revenues and
funds received from the Qualified Entities with respect to the Qualified Obligations.The Bonds do not constitute a
debt, liability, loan of thecredit or pledge of the faith and credit of the State of Indianaor any political subdivision
thereof, including any Qualified Entity,under the constitution and laws of the State or a pledge of the faith, credit
and taxing power of the City, the State orany political subdivision thereof, including any Qualified Entity. The
Bond Bank has notaxing power.The Bond Bank will notmaintain a debt service reserve fund for the Bonds
and the provisions of Indiana Code §5-1.4-5, as amended, will not apply to theBonds.
T HE Q UALIFIED E NTITIES AND THE Q UALIFIED O BLIGATIONS
The Qualified Entities are comprised of the City of Carmel, Indiana, the City of Carmel Redevelopment Authority,
and the City of Carmel Storm Water District. The proceeds from the sale of the Bonds will be used by the Bond
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Bank to purchase theQualified Obligations; provided, however, a portion of the purchase price of the Qualified
Obligations will be retained by the Bond Bank and applied to the payment of capitalized interest on the Bonds,
together with the costs of issuance of the Qualified Obligations and certain related expenses. The proceeds from the
sale of the Qualified Obligations will be used by the respective Qualified Entities as further described herein.
Qualified Obligations of the City of Carmel
Qualified Obligations 1 through 13 are, as to all the principal thereof and interest due thereon, general obligations of
the City, payable solely from ad valorem property taxes levied on all taxable property within the City.
Qualified Obligations of the Carmel Redevelopment Authority
Qualified Obligation 14 is payable from lease rental payments to be made by the Carmel Redevelopment
Commission(the “Commission”)under the terms of the Public Infrastructure Lease. Such Public Infrastructure
Lease Rentals are payable from a special benefits tax (which is a form of ad valorem property tax)(the
“Redevelopment Special Benefits Tax”), levied on all taxable property within the Carmel Redevelopment District
(the “Redevelopment District”).The boundaries of the Redevelopment District are coterminous with the boundaries
of the City. In addition, the City’s distributive share of the County Option Income Tax(“COIT”)has been pledged
to the payment of Public Infrastructure Lease Rentals which secure the payment of Qualified Obligation 14. The
Commission reasonably expects to pay such Public Infrastructure Lease Rentals from any other legally available
revenues, including, but not limited to, pledged COIT revenues received by the City or other general revenues of the
City which may be transferred to and received by the Commission and used to pay the Public Infrastructure Lease
Rentals.
Qualified Obligation 15is payable from lease rental payments to be made by the Commission under the terms of the
Economic DevelopmentLease. Such Economic DevelopmentLease Rentals are payable from a special benefits tax
levied on all taxable property within the Redevelopment District.The Commission reasonably expects to pay such
Economic DevelopmentLease Rentals from any other legally available revenues, including, but not limited to, Tax
Increment derived from the Areas established within the Redevelopment District to be received by the Commission.
Payment of principal and interest on Qualified Obligation 15 is further secured by amounts on deposit inor credited
toa debt service reserve fund to be held under the Economic Development Trust Indenture.
Qualified Obligation 16is payable from lease rental payments to be made by the Commission under the terms of the
Energy CenterLease. Such Energy CenterLease Rentals are payable from a special benefits taxlevied on all taxable
property within the Redevelopment District.The Commission reasonably expects to pay such Energy Center Lease
Rentals from any other legally available revenues, including, but not limited to, Tax Increment derived from the
Areas established within the Redevelopment District to be received by the Commission.Payment of principal and
interest on Qualified Obligation 16 is further secured by amounts on deposit inor credited toa debt service reserve
fund to be held under the Energy Center Trust Indenture.
Qualified Obligations of the Carmel Storm Water District
Qualified Obligation 17 is payable from a special benefits tax (the “Storm Water Special Benefits Tax”) levied on
all taxable property within the Carmel Storm Water District(the “Storm Water District”).The boundaries of the
Storm Water Districtare coterminous with the boundaries of the City. The Storm Water District reasonably expects
to pay debt service on Qualified Obligation 17 from any other legally available revenues, including, but not limited
to, surplus revenue of the Storm Water systemto be received by the Storm Water District.Payment of principal and
interest on Qualified Obligation 17 is further secured by amounts on deposit inor credited toa debt service reserve
fund to be established pursuant tothe Storm Water Bond Resolution.
C IRCUIT B REAKER T AX C REDIT
Indiana Code §6-1.1-20.6provides taxpayers with a tax credit for all property taxes in an amount that exceeds the
gross assessed value of real and personal property eligible for the credit(the “Circuit Breaker Tax Credit”).If
applicable, the Circuit Breaker Tax Credit will result in a reduction of property tax collections for each political
subdivision in which the CircuitBreaker Tax Credit is applied. The legislation requires local governments to fund
their debt service obligations regardless of any property tax revenue shortfalls due to the Circuit Breaker Tax Credit.
The State may intercept funds to pay debt serviceon Qualified Obligations 1 through 13.(See “Circuit Breaker Tax
Credit”herein.)
-3-
R EDEMPTION P ROVISIONS
The Bondsare subject to optional redemption beginning July 15, 2026as more fullydescribed herein.The Bonds
issued as Term Bonds aresubject to mandatory sinking fund redemption as more fully described herein.
D ENOMINATIONS
The Bondsare being issued in the denomination of $5,000 or integral multiples thereof.
R EGISTRATION AND E XCHANGE F EATURES
The Trusteeshall keep at its designatedcorporate trust office, a record for the registration of the Bonds.Each
corporate trust office of
registered Bond shall be transferable or exchangeableonly on such record at the designated
the Trustee at the written request of the registered owner thereof or his attorney duly authorized in writing upon
surrender thereof, together with a written instrument of transfer satisfactory to the Trustee duly executed by the
registered owner or his duly authorized attorney.
B OOK-E NTRY-O NLY S YSTEM
When issued, the Bondswill be registered in the name of and held by Cede & Co., as nominee for The Depository
Trust Company, New York, New York. Purchases of beneficial interests in the Bondswill bemade in book-entry-
only form. Purchasers of beneficial interests in the Bondswill not receive physical delivery of certificates
representing their interests in the Bonds. For so long as the Bondsare held in book-entry-only form, payments of
principal of and interest on the Bondswill be paid by the Trusteeonly to DTC or its nominee. Neither the Bond
Banknor the Trusteewill have any responsibility for a Beneficial Owner’s receipt from DTC or its nominee, or
from any Direct Participant or Indirect Participant, of any payments of principal of or interest on any Bonds. See
“THE BONDS--B OOK-E NTRY-O NLY S YSTEM”inthis Official Statement.
P ROVISIONS FOR P AYMENT
The principal on the Bondsshall be payable at the designatedcorporate trust office of the Trustee, or by wire
transfer to DTCor any successor depository. All payments of interest on the Bondsshall be paid by check, mailed
one business day prior to the interest payment date to the registered owners as the names appear as of the lastday of
the month immediatelypreceding the interest payment date and at the addresses as they appear on the registration
books kept by the Trusteeor at such other address as is provided to the Trusteeor by wire transfer to DTC or any
successor depository. If payment of principal or interest is made to DTC or any successor depository, payment shall
be madeby wire transfer on the payment date in same-day funds. If the payment date occurs on a date when
financial institutions are not open for business, the wire transfer shall be made on thenext succeeding business day.
The Trusteeshall be instructed to wire transfer payments by 1:00p.m. (New York City time) so such payments are
received at the depository by 2:30 p.m. (New York City time). Payments on the Bondsshall be made in lawful
money of the United States of America, which, on the date of such payment, shall be legal tender.
For so long as the Bondsare held in book-entry-only form, the Trustee will sendnotices of redemption of the Bonds
only to DTC or its nominee, as the registered owner of the Bonds, in accordance with the preceding paragraphs.
Neither the Bond Banknor the Trustee will have anyresponsibility for any Beneficial Owners’receipt from DTC or
OOK-
its nominee, or from any Direct or Indirect Participant,of any notices of redemption. See “THE BONDS--B
NTRY-O NLY S YSTEM”inthis Official Statement.
E
N OTICES
If the office location at which principal is payable changes, the Trustee will give notice of such change by first-class
mail to registered owners at least 15 days prior to the first principal payment date following the date of such change
in location.
If the Trustee resigns, notice shall be given to the registered owners by mail at least 30 days prior to the date when
such resignation shall take effect.
Notice of redemption shall be mailed to the registered owners of all Bonds,at least30days but not morethan 45
days prior to the date fixed for redemption.
-4-
T AX M ATTERS
In the opinion of Barnes & Thornburg LLP, Indianapolis, Indiana, under existing laws, interest on the Bondsis
excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of
1986, as amended and in effect on the date of issuance of the Bonds. The opinion of Bond Counsel is based on
certain certifications, covenants and representations of the Bond Bankand theQualified Entities, and is conditioned
on continuing compliance therewith. In the opinion of Bond Counsel, under existing laws, interest on the Bondsis
exempt from income taxation in the State for all purposes, except the State financial institutions tax. See Appendix I
for the form of opinion of Bond Counsel.
The Bondsare not“qualified tax-exempt obligations”for purposesof Section 265(b)(3) of the Code.
M ISCELLANEOUS
The information contained in this Official Statement has been compiled from Cityofficials and other sources
deemed to be reliable, and while not guaranteed as to completeness or accuracy, it is believedto be correct as of this
date.However, the OfficialStatement speaks only as of its date, and the information contained herein is subject to
change.
The references, excerpts and summaries of all documents referred to herein do not purport to be complete statements
of the provisions of such documents, and reference is directed to all such documents for full and complete
statements of all matters of fact relating to the Bonds, the security for the paymentof the Bondsand the rights and
obligations of the owners thereof. Additional information may be requested from Christine S. Pauley,Executive
Director of the Bond Bank and Clerk-Treasurerof the City,City of Carmel, One Civic Square, Third Floor,Carmel,
Indiana 46032, phone (317) 571-2414.
Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so
expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the
estimates will be realized. Neither this Official Statement nor any statement which may have been made verbally or
in writing is to be construed as a contract with the owners of the Bonds.
-5-
S OURCES AND U SES OF F UNDS
Uses
Available proceeds for purchase of Qualified Obligations$247,462,075.84
Capitalized interest (1)8,554,847.59
Costs of issuance and contingencies (2)1,453,494.10
Premiums for Debt Service Reserve Fund Surety Policies (3)105,701.87
Underwriter’s discount857,820.00
Total Uses of Funds$258,433,939.40
Sources
The City of Carmel Local Public Improvement Bond Bank
Multipurpose Bonds, Series 2016$214,455,000.00
Original issue premium43,978,939.40
Total Sources of Funds$258,433,939.40
(1) A portion of the purchase price of the Qualified Obligations will be retained by the Bond Bank and applied to the
payment of capitalized interest on the Bonds.
(2) Includes Bond Counsel fees, Financial Advisor fees (including fees associated with the Bond Bank Cash Flow
Sufficiency Report), Trustee fees, Official Statement printing costs, Underwriter’s Counsel fees, Standard & Poor’s
rating fees and other miscellaneous costs.In addition, a portion of the purchase price of the Qualified Obligations
will be retained by the Bond Bank and applied to the payment of costs of issuance and related expenses with respect
to the Qualified Obligations.
(3) A portion of the purchase price of certain of the Qualified Obligations will be retained by the Bond Bank and
applied to pay the premiumsfor separatedebt service reserve surety policies for Qualified Obligations15 and 16.
-6-
S CHEDULE OF A MORTIZATION $214,455,000P RINCIPAL A MOUNT OF
T HE C ITY OF C ARMEL L OCAL P UBLIC I MPROVEMENT B OND B ANK
M ULTIPURPOSE B ONDS,S ERIES 2016
PaymentPrincipalInterestBudget Year
DateOutstandingPrincipalRatesInterestTotalTotal
(-------In Thousands------)(%)
01/15/2017$214,455$1,5202.000$6,987,960.09$8,507,960.09$8,507,960.09
07/15/2017212,9351,0852.0005,016,131.256,101,131.25
01/15/2018211,8501,0954.0005,005,281.256,100,281.2512,201,412.50
07/15/2018210,7552,2904.0004,983,381.257,273,381.25
01/15/2019208,4652,3305.0004,937,581.257,267,581.2514,540,962.50
07/15/2019206,1352,7905.0004,879,331.257,669,331.25
01/15/2020203,3452,8605.0004,809,581.257,669,581.2515,338,912.50
07/15/2020200,4852,9805.0004,738,081.257,718,081.25
01/15/2021197,5053,0552.7504,663,581.257,718,581.2515,436,662.50
07/15/2021194,4503,1552.0004,621,575.007,776,575.00
01/15/2022191,2953,1855.0004,590,025.007,775,025.0015,551,600.00
07/15/2022188,1103,2855.0004,510,400.007,795,400.00
01/15/2023184,8253,3653.0004,428,275.007,793,275.0015,588,675.00
07/15/2023181,4603,6055.0004,377,800.007,982,800.00
01/15/2024177,8553,6955.0004,287,675.007,982,675.0015,965,475.00
07/15/2024174,1603,8655.0004,195,300.008,060,300.00
01/15/2025170,2953,9555.0004,098,675.008,053,675.0016,113,975.00
07/15/2025166,3404,1655.0003,999,800.008,164,800.00
01/15/2026162,1754,2654.191(1)3,895,675.008,160,675.0016,325,475.00
07/15/2026157,9104,4955.0003,806,300.008,301,300.00
01/15/2027153,4154,600(2)5.0003,693,925.008,293,925.0016,595,225.00
07/15/2027148,8155,995(2)5.0003,578,925.009,573,925.00
01/15/2028142,8206,145(3)3.0003,429,050.009,574,050.0019,147,975.00
07/15/2028136,6757,835(3)3.0003,336,875.0011,171,875.00
01/15/2029128,8406,790(4)5.0003,219,350.0010,009,350.0021,181,225.00
07/15/2029122,0506,765(4)5.0003,049,600.009,814,600.00
01/15/2030115,2856,940(5)5.0002,880,475.009,820,475.0019,635,075.00
07/15/2030108,3457,315(5)5.0002,706,975.0010,021,975.00
01/15/2031101,0307,500(6)5.0002,524,100.0010,024,100.0020,046,075.00
07/15/203193,5308,405(6)5.0002,336,600.0010,741,600.00
01/15/203285,1258,610(7)5.0002,126,475.0010,736,475.0021,478,075.00
07/15/203276,5158,830(7)5.0001,911,225.0010,741,225.00
01/15/203367,6859,050(8)5.0001,690,475.0010,740,475.0021,481,700.00
07/15/203358,6359,275(8)5.0001,464,225.0010,739,225.00
01/15/203449,3609,505(9)5.0001,232,350.0010,737,350.0021,476,575.00
07/15/203439,8559,750(9)5.000994,725.0010,744,725.00
01/15/203530,1059,990(10)5.000750,975.0010,740,975.0021,485,700.00
07/15/203520,11510,240(10)5.000501,225.0010,741,225.00
01/15/20369,8759,875(10)4.967(1)245,225.0010,120,225.0020,861,450.00
Totals$214,455$134,505,185.09$348,960,185.09$348,960,185.09
(1)Bifurcated maturity.Blended interest rate shown.
(2)$10,595,000 of Term Bonds due July 15, 2027.
(3)$13,980,000 of Term Bonds due July 15, 2028.
(4)$13,555,000 of Term Bonds due July 15, 2029.
(5)$14,255,000 of Term Bonds due July 15, 2030.
(6)$15,905,000 of Term Bonds due July 15, 2031.
(7)$17,440,000 of Term Bonds due July 15, 2032.
(8)$18,325,000 of Term Bonds due July 15, 2033.
(9)$19,255,000 of Term Bonds due July 15, 2034.
(10)Includes $29,940,000 of Term Bondsdue January 15, 2036.
-7-
SECURITIES BEING OFFERED
A UTHORIZATIONAND A PPROVAL P ROCESSOF THE B ONDS
The Bonds are authorized by a resolution adopted by the Board of Directors of theBond Bank on March 22, 2016,
and are issued under and secured by the Trust Indenture dated as of May 1, 2016between the Bond Bank and the
Trustee.
Each Qualified Entity will enter into a purchase agreement with the Bond Bank setting forth the definitive terms and
conditions of the purchase of its respective Qualified Obligations.
S ECURITY AND S OURCES OF P AYMENTOF THE B ONDS
The Bonds are limited obligations of the Bond Bank payable solely out of the revenues and funds established and
pledged therefor under the Bond Bank Indenture,as more fully described herein, which includes the revenues and
funds received from the Qualified Entities with respect to the Qualified Obligations.The Bond Bank Indenture
creates a continuing pledge by the Bond Bankto the bondholders to pay principal and interest on the Bonds, until
the principal sum shall be fully paid. The Bonds do not constitute a debt, liability, loan of the credit or pledge of the
faith and credit of the State of Indianaor any political subdivision thereof, including any Qualified Entity, under the
constitution and laws of the State or a pledge of the faith, credit and taxing power of the City, the State or any
political subdivision thereof, including any Qualified Entity. The Bond Bank has notaxing power. The Bond
Bank will notmaintain a debt service reserve fund for the Bonds and the provisions of Indiana Code § 5-1.4-
5, as amended, will not apply to the Bonds.However, separate debtservice reserve fundswill be established and
held under the respectiveauthorizing instrumentsrelated toQualified Obligation 15, Qualified Obligation 16 and
Qualified Obligation 17in order to further secure the payment of principal and interest due thereon.
T HE Q UALIFIED E NTITIES AND THE Q UALIFIED O BLIGATIONS
The Qualified Entities are comprised of the City of Carmel, Indiana, the City of Carmel Redevelopment Authority,
and the City of Carmel Storm Water District. The proceeds from the sale of the Bonds will be used by the Bond
Bank to purchase theQualified Obligations; provided, however, a portion of the purchase price of the Qualified
Obligations will be retained by the Bond Bank and applied to the payment of capitalized interest on the Bondsand
costs of issuance of the Qualified Obligations, together with certain related expenses. The proceeds from the sale of
the respective Qualified Obligations will be used by each of the Qualified Entities as further described herein.The
payments on Qualified Obligations will secure and provide for the payment of the Bonds. The payments on the
Qualified Obligations have been structured to be sufficient to pay the principal of and interest on the Bonds when
due. See the Accounting Report contained in Appendix B herein.
Q UALIFIED O BLIGATIONS OF THE C ITY OF C ARMEL
Authorization and Approval Process:
Qualified Obligations 1 through 13are to be issued under the authority of Indiana law, including, without limitation,
Indiana Code§36-4-6-19, as in effect on the date of delivery of Qualified Obligations 1 through 13,and pursuant to
the thirteen individual Bond Ordinancesadopted by the Common Council of the Cityon January 18, 2016
(collectively, the “GO Bond Ordinances”).
In addition to funding capitalized interest and issuance expenses, Qualified Obligations 1 through 13 will fund the
design, inspection, construction, renovation, improvement and/or equipping of separate public infrastructure projects
in the City, including related sidewalk, drainage, streetscaping, landscaping and/or lighting projects, the acquisition
of any land or right-of-way and all utility relocation, acquisition, design, inspection, construction, demolition,
renovation, remediation, improvement, excavation, site work preparation and/or equipping. Such separate public
infrastructure projects will specifically include:
th
Qualified Obligation 1 -One-lane roundabout at Carey Road and 136Street
Qualified Obligation 2 -One-lane roundabout at Carey Road and Hawthorne Drive
th
Street
Qualified Obligation 3 -Two-lane roundabout at Rangeline Road and 116
Qualified Obligation 4 -Roundabout at Rangeline Road and Executive Drive
Qualified Obligation 5 -Two-lane roundabout at Guilford Road and Carmel Drive
Qualified Obligation 6 -Two-lane roundabout at Guilford Road and City Center Drive
-8-
Qualified Obligation 7 -Roundabout at Pennsylvania Street and City Center Drive
Qualified Obligation 8 -Two-lane roundabout at Carmel Drive and City Center Drive
th
Qualified Obligation 9 -Two-lane roundabout at Towne Road and 106Street
th
Qualified Obligation 10 -Two-lane roundabout at 96Street and Delegates Row
th
Qualified Obligation 11 -Two-lane roundabout at 96Street and Gray Road
th
Qualified Obligation 12 -Two-lane roundabout at 96Street and Hazel Dell Parkway
nd
Qualified Obligation 13 -Construction of Monon Boulevard from 2Street to Main Street
Security and Sources of Payment:
Qualified Obligations 1 through 13 are, as to all the principal thereof and interest due thereon, general
obligations of the City, payable solely from ad valorem propertytaxes levied on all taxableproperty within
the City.
In 2008, the Indiana General Assembly enacted legislation (Indiana Code §6-1.1-20.6-10)to ensure that shortfalls
in property tax receipts due to the Circuit Breaker Tax Creditwould not affect the ability of a political subdivision to
make payments on any existing debt service obligations. The legislation requires that local governments fund their
debt service obligations regardless of property tax shortfalls due to the CircuitBreaker Tax Credit. If a political
subdivision fails to make debt service payments, the State Treasurer is required, upon being notified of the failure by
a claimant,to intercept any distributions (including among others, income tax distributions and motor vehicle
highway distributions) that would otherwise be available for distributionto the political subdivision in order for the
State to pay the unpaiddebt service payments. Such intercept program applies to Qualified Obligations 1 through
13.While the above description is based upon enacted legislation, the General Assembly may make amendments to
such statutes and therefore there is no assurance of future events.Refer to the Form of Bond Ordinance Related to
Qualified Obligations #1-13 in Appendix D.
Q UALIFIED O BLIGATIONSOF THE C ARMEL R EDEVELOPMENT A UTHORITY
Qualified Obligation 14
Authorization and Approval Process:
Qualified Obligation 14 isbeing issued under the authority of Indiana law, including, without limitation, Indiana
Code § 36-7-14.5, as in effect on the date of delivery of Qualified Obligation 14, pursuant to a resolution adopted by
the Carmel Redevelopment Authority (the “Authority”) on January 4, 2016,and pursuant to the Trust Indenture
dated as of May 1, 2016 (the “Public Infrastructure Trust Indenture”) between the Authority and the Trustee, as
trustee, registrar and paying agent thereunder,and the Lease Agreement dated as of January 20, 2016(the “Public
Infrastructure Lease”)between the Carmel Redevelopment Authority and the Carmel Redevelopment Commission.
A resolution approving the Public Infrastructure Lease was approved by the Commission on January 4, 2016, and a
resolution approving the Public Infrastructure Lease and the issuance of Qualified Obligation 14 by the Authority
was adopted by the Common Council of the City on January 18, 2016. An ordinance pledging the City’s distributive
share of COIT to the payment of the lease rentals due under the Public Infrastructure Lease was adopted by the
Common Council of the City on March 21, 2016.
In addition to funding capitalized interest and issuance expenses, Qualified Obligation 14 will fund the design,
inspection, construction, renovation, replacement, improvement and/or equipping of certain public infrastructure
projects in the City, including related sidewalk, drainage, lighting, utilities, streetscaping and/or landscaping, the
acquisition of any land or right-of-way and all utility relocation, acquisition, design, inspection, construction,
demolition, renovation, remediation, improvement, excavation, site work preparation and/or equipping. Such public
infrastructure projects will specifically include landscaping and streetscape improvements within existing
roundabouts throughout the City; resurfacing and multi-use path construction to satisfy requirements of the
thth
Southwest Clay annexation; construction of the 96Street and Keystone Parkway interchange; roundabouts at 116
thth
Street and Gray Road, at 116Street and Hazel Dell Parkway, at Carmel Drive and Rangeline Road, at 96Street
th
and Priority Way, at Carmel Drive and Old Meridian Street, at Gray Road and 126Street, at Gray Road and Main
thth
Street, at AAA Way and 116Street, at AAA Way and Carmel Drive, at Rangeline
Street, at Gray Road and 136
ththth
Street, at 116Street and College Avenue, at 116Street and Guilford Road, at Rangeline Road and
Road and 4
thth
Street, at 96Street and
City Center Drive, at Pennsylvania Street and Carmel Drive, at Towne Road and 116
Randall Drive; the reconstruction of Guilford Road from City Center Drive to Main Street, of Rangeline Road from
ththth
Street to US 31, of 126Street from Hazel Dell Parkway to River Road and of 126Street from Rangeline
136
-9-
Road to Keystone Parkway; the construction of the Rangeline Road extension to Lowes Way connector; the
th
construction of Rangeline Road streetscape with on-street parking; the reconstruction of 96Street and Keystone
th
Street; and
Parkway adjacent roadway; the widening of Hazel Dell Parkway from Cherry Creek Boulevard to 146
th
the construction of the 126Street multi-use path from Keystone Parkway to Hazel Dell Parkway. Some of the
projects being funded by Qualified Obligation 14 are federally funded and will only require development costs and
the local match associated with construction to be paid by the City.
Security and Sources of Payment:
Qualified Obligation 14does not constitute a corporate obligation of the City or the Commission, but constitutes a
special and limited obligation of the Authority payable solely from the trustestate created and established under the
Public Infrastructure Trust Indenture, including the funds and accounts established thereunder.Qualified
Obligation 14 is payable from lease rental payments to be made by the Commission under the terms of the
Public Infrastructure Lease (the “Public Infrastructure Lease Rentals”). Such Public Infrastructure Lease
Rentals are payable from a special benefits tax (which is a form of ad valorem property tax), levied on all
taxable property within the Carmel Redevelopment District.The boundaries of the Redevelopment District
are coterminous with the boundaries of the City.In addition, the City’s distributive share of the County Option
Income Tax has been pledged to the payment of lease rentals under the Public Infrastructure Lease.
The pledge of COIT is on parity with the prior pledges of COIT to the payment of the following: (i) lease rentals due
on the unrefunded portion of the County Option Income Tax Lease Rental Revenue Bonds, Series 2006; (ii) debt
service due on the Taxable County Option Income Tax Revenue Refunding Bonds, Series 2006; (iii) lease rentals
due on the County Option Income Tax Lease Rental Revenue Bonds of 2010; (iv) debt service due on the County
Option Income Tax Revenue Refunding Bonds of 2011;(v) lease rentals due on the County Option Income Tax
Lease Rental Revenue Refunding Bonds, Series 2014A; (vi) lease rentals due on the County Option Income Tax
Lease Rental Revenue Refunding Bonds, Series 2014B; (vii) up to $465,000 annually (as back-up)to the payment of
the Hamilton County Redevelopment Authority Economic Development Lease Rental Bonds of 2011 (which have
th
been, and are anticipated to be, paid from Tax Increment generated from the 96Street -U.S. 421 Economic
Development Area); and (viii) up to $650,000 annually (as back-up) to the payment of the Hamilton County
Redevelopment District Tax Increment Refunding Revenue Bonds of 2015 (which have been, and are anticipated to
be, paid fromTax Increment generated from the Thomson Economic Development Area).See the Accounting
Report contained in Appendix B herein.
In 2015, the Indiana General Assembly enacted House Enrolled Act 1485(HEA 1485) which was signed into law on
May 6, 2015.Effective January 1, 2017, the system for Local Option Income Tax(“LOIT”)(including COIT,
County Adjusted Gross Income Tax (“CAGIT”)and County Economic Development Income Tax (“EDIT”)) in
Indiana will be replaced with a single Local Option Income Tax (whichhas been codified under in Indiana Code §
6-3.6).Indiana Code § 6-3.6 specifically states that, notwithstanding the replacement of COIT with a single local
income tax in 2017: (a) a pledge of COIT revenues to lease rentals due under a lease executed prior to January 1,
2017 remains binding and enforceable for so long as such rentals due under a lease remain unpaid, and (b) the rights,
duties, obligations, proceedings and liabilities accrued before January 1, 2017 related to a pledge of COIT revenues
continue and shall be imposed and enforced under prior law.
To the extent that pledged COIT is not sufficient, the Commission is obligated to levy the Redevelopment Special
Benefits Tax in an amount sufficient to pay Public Infrastructure Lease Rentals due with respect to Qualified
Obligation 14.
Leased Premises:Theleased premises being acquired by the Authorityfrom a portion of the proceeds of Qualified
Obligation 14and leased to the Commissionunder the terms of the Public Infrastructure Lease (the “Public
Infrastructure Leased Premises”) consist of the real estate, roads, streets, right-of-way and other improvements
thth
related to Commerce Drive from 96Street to 106Street, Main Street from Shelborne Road to Spring Mill Road
thth
and from Illinois Street to Old Meridian Street, 136Street from Ditch Road to Eglin Drive, 116Street from
th
Spring Mill Road to River Road, Illinois Street from Spring Mill Road to 136Street, Carmel Drive from Illinois
th
Street to 126Street, City Center Drive from Pennsylvania Street to Rangeline Road, Old Meridian Street from US
th
31 to Smokey Row Road, River Road from Main Street to Community Drive, Westfield Boulevard from 96Street
th
Street, Congressional Boulevard from Pennsylvania Street to City Center Drive and College Drive from
to 99
th
Street.
Pennsylvania Street to 116
The Public Infrastructure Leased Premises are currently fully constructed and operational for their intended use.
-10-
If any part of the Public Infrastructure Leased Premises should ever becondemned orsubstantially or totally
destroyed, the Public Infrastructure LeaseRentalswill be abated during the period in which the Public Infrastructure
Leased Premisesare unfit or unavailable for their intended use.In such a case, the Commission and the Authority
have the ability to substitute other existing road improvements for the Public Infrastructure Leased Premises of
equivalent value in order to maintain the ability of the Commission to continue to pay the Public Infrastructure
Lease Rentals.The City, the Commission and the Authority are entering into an Agreement Regarding Amendments
to Leased Premises(2016A)agreeing to use their best efforts to add or substitute additional property in order to
maintain the ability of the Commission to continue to pay the Public Infrastructure Lease Rentals.
The Public Infrastructure LeaseRentals to be paid by the Commission each January 1 and July 1 for the use of the
Public Infrastructure Leased Premiseswill be equal to an amount which will be sufficient to pay unpaid principal of
and interest on Qualified Obligation 14 which is due on or before the January 15 and July 15 following such January
1 and July 1, plus an amount sufficient to provide for the applicable fees of the Trustee and incidental expenses of
the Authority.
The Commission is granted the right and option to purchase the Leased Premises on any date, upon sixty (60) days
written notice, at a price equal to the amount required to pay all related indebtedness (including Qualified Obligation
14), including all accrued and unpaid interest to the date of redemption. Upon exercise of such option at any time
that Qualified Obligation 14 is not then subject to optional redemption (which is the same for the Bonds),the
proceeds of such purchase price will be deposited with the Public Infrastructure Trust Indenture Trustee and applied
to the payment of debt service on Qualified Obligation 14 when due.Refer to the Summary of Certain Legal
Documents Related to Qualified Obligation #14 in Appendix E.
Qualified Obligation 15
Authorization and Approval Process:
Qualified Obligation 15 isbeing issued under the authority of Indiana law, including, without limitation, Indiana
Code § 36-7-14.5, as in effect on the date of delivery of Qualified Obligation 15, pursuant to a resolution adopted by
the Authority on January 4, 2016,and pursuant to the Trust Indenture dated as of May 1, 2016(the “Economic
Development Trust Indenture”) between the Authority and the Trustee, as trustee, registrar and paying agent
thereunder,and the Lease Agreement dated as of January 20, 2016 (the “Economic Development Lease”) between
the Authority and the Commission.A resolution approving the Economic Development Lease was approved by the
Commission on January 4, 2016, and a resolution approving the Economic Development Lease and the issuance of
Qualified Obligation 15 by the Authority was adopted by the Common Council of the City on January 18, 2016.
In addition to paying the premium for a debt service reserve surety policy and funding issuance expenses, Qualified
Obligation 15 will fund the design, inspection, construction, reconstruction, renovation, replacement, improvement
and/or equipping of certain public infrastructure projects in the City, located in, or directly benefitting and serving,
certain redevelopment and/or economic development areas, including the acquisition of any land or right-of-way and
all utility relocation, acquisition, design, inspection, construction, demolition, renovation, remediation,
improvement, excavation, site work preparation and/ equipping. Such public infrastructure projects will generally
include: roads, streets or sidewalks; improvements related to one or more hotels; multi-use paths or trails; plazas,
squares, parks or other public common areas; drainage improvements; lighting, streetscaping or landscaping
improvements; or other local public improvements.
Security and Sources of Payment:
Qualified Obligation 15does not constitute a corporate obligation of the City or the Commission, but constitutes a
special and limited obligation of the Authority payable solely from the trust estate created and established under the
Economic Development Trust Indenture, including the funds and accounts established thereunder.Qualified
Obligation 15 is payable from lease rental payments to be made by the Commission under the terms of the
Economic Development Lease (the “Economic Development Lease Rentals”). Such Economic Development
Lease Rentals are payable solely from the Redevelopment Special Benefits Tax.The Commission has reserved
the right and reasonably expects, but is not required, to pay such Economic Development Lease Rentals from any
other legally available revenues, including, but not limited to, incremental real and designated depreciable personal
property taxes (the “Tax Increment”) derived from one or more allocation areas (the“Areas”) established within the
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Redevelopment District to be received by the Commission. The Areas include but are not limited to Amended 126
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Street Expansion, Amended Illinois Street, Carmel Drive, City Center, City Center
Street, Amended 126
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Expansion, CRC Parcel #12, Downtown EDA 1, Downtown EDA 2, Grand & Main, Hazel Dell North, Hazel Dell
South, Illinois Street, Illinois Street Expansion, Lauth-Walker, Lurie, Merchants Pointe, Merchants Square,
Meridian & Main, Old Meridian, Old Meridian Expansion, Old Methodist, Old Town, Old Town Shoppes, Olivia on
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Main, 116Street Centre, Parkwood Crossing, Parkwood East, Proscenium, 2006 Merchants Pointe and Village of
West Clay. The base assessment dates of the Areas range from March 1, 1996 to March 1, 2015. However, the
Commission is under no obligation to pay the Economic Development Lease Rentals from any funds other than the
Redevelopment Special Benefits Tax.
To the extent that Tax Incrementand other legally available revenues arenot sufficient, the Commission is obligated
to levy the Redevelopment Special Benefits Tax in an amount sufficient to pay Economic Development Lease
Rentals due with respect to Qualified Obligation 15 and to restore the reserve fund or to reimbursethe provider of
the debt service reserve surety policy to the amount required under the Economic Development Trust Indenture, as
further described in this section.
Leased Premises:The leased premises being acquired by the Authorityfrom a portion of the proceeds of Qualified
Obligation 15and leased to the Commissionunder the terms of the Economic Development Lease (the “Economic
Development Leased Premises”) consist of the real estate, street, right-of-way and other improvements related to
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96Street from Keystone Parkway to the 96Street bridge over the White River, excluding signalized intersections.
The Economic Development Leased Premises are currently fully constructed and operational for their intended use.
If any part of the Economic Development Leased Premises should ever be condemned or substantially or totally
destroyed, the Economic Development Lease Rentals will be abated during the period in which the Economic
Development Leased Premisesare unfit or unavailable for their intended use.In such a case, the Commission and
the Authority have the ability to substitute other existing road improvements for the Economic Development Leased
Premises of equivalent value in order to maintain the ability of the Commission to continue to pay the Economic
Development Lease Rentals.The City, the Commission and the Authority are entering into an Agreement Regarding
Amendments to Leased Premises(2016B)agreeing to use their best efforts to add or substitute additional property in
order to maintain the ability of the Commission to continue to pay the Economic Development Lease Rentals.
The Economic Development LeaseRentals to be paid by the Commission each January 1 and July 1 for the use of
the Economic Development Leased Premiseswill be equal to an amount which will be sufficient to pay unpaid
principal of and interest on Qualified Obligation 15 which is due on or before the January 15 and July 15 following
such January 1 and July 1, plus an amount sufficient to provide for the applicable fees of the Trustee and incidental
expenses of the Authority.
The Commission is granted the right and option to purchase the Leased Premises on any date, upon sixty (60) days
written notice, at a price equal to the amount required to pay all related indebtedness (including Qualified Obligation
15), including all accrued and unpaid interest to the date of redemption. Upon exercise of such option at any time
that Qualified Obligation 15 is not then subject to optional redemption (which is the same for the Bonds), the
proceeds of such purchase price will be deposited with the Economic Development Trust Indenture Trustee and
applied to the payment of debt service on Qualified Obligation 15 when due.
Debt Service Reserve Fund:A debt service reserve fund will be established and held under the Economic
Development Trust Indenture to further secure the payment of principal and interest due on Qualified Obligation 15.
The Trustee is required to maintain abalancein the debt service reserve fundequal to the maximum annual principal
and interest requirements on Qualified Obligation15(the “Qualified Obligation 15 Reserve Requirement”).
Under the Economic Development Trust Indenture, upon certain conditions the Authority may satisfy all or any part
of itsobligation to maintain amounts equal to the Qualified Obligation 15 Reserve Requirementin the debt service
reserve fund by depositing or substituting a reserve fund credit facility (the “Reserve Fund Credit Facility”) therein
issued by a credit provider(the “Credit Provider”). A Reserve Fund Credit Facility may be a letter of credit,
revolving credit agreement, surety bond, reserve fund surety policy, insurance policy or other similar credit or
liquidity agreement or instrument(the “Credit Facility”)issued or providedby a Credit Provider whose debt
obligations at the time of issuance of such instrument are rated in one of the two highest rating categories by the
rating agency then rating the Qualified Obligation or the Bond Bank Bonds.
Except as provided in a Reserve Fund Credit Facility, moneys in the debt service reserve fund up to the amount of
the Qualified Obligation 15 Reserve Requirementare required under the Economic Development Trust Indentureto
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be held and applied solely for the payment of interest on and principal of Qualified Obligation 15. If moneys in the
debt service reserve fund exceed the Qualified Obligation 15 Reserve Requirement, such excess shall be transferred
to the sinking or operation funds, as further detailed in the Economic Development Trust Indenture.
The Economic Development Trust Indenture providesthat, in the event that the amounts on deposit in the debt
service reserve fund areless than the Qualified Obligation 15 Reserve Requirement, the Trustee will give notice to
the Authority of such deficiency. The Authority willtake all steps necessary tocause the Commission tolevy and
collect the Redevelopment Special Benefits Taxin an amount necessary to provide sufficient moneys in order to
restore the amounts on deposit or credited to the debt service reserve fund to the Qualified Obligation 15 Reserve
Requirementand pay any reimbursementthat is due, or to become due pending the collection of such special
benefits taxes, and owing to any Credit Provider.
The debt service reserve fund for Qualified Obligation 15 willbe initially funded by depositof a Reserve Fund
Credit Facilitytherein provided by a Credit Provider and replenished (if necessary) to maintain a balance equal to
the Qualified Obligation 15 Reserve Requirement.A commitment has been made by Assured Guaranty Municipal
Corp., a New York domiciled stockinsurance company (“Assured Guaranty”), for the issuance of its Municipal
Bond Debt Service Reserve Insurance Policy(the“2016B Policy”) in connection with Qualified Obligation 15 for
the purpose of funding the debt service reserve fund. The 2016B Policy constitutes a Reserve Fund Credit Facility
and will be issued in an amount sufficient to satisfy the Qualified Obligation 15 Reserve Requirement. The 2016B
Policy is expected to be delivered by Assured Guaranty upon the issuance and delivery of Qualified Obligation 15.
Refer to the Summary of Certain Legal Documents Related to Qualified Obligation #15 in Appendix F.
Qualified Obligation 16
Authorization and Approval Process:
Qualified Obligation 16 isbeing issued under the authority of Indiana law, including, without limitation, Indiana
Code § 36-7-14.5, as in effect on the date of delivery of Qualified Obligation 16, pursuant to a resolution adopted by
the Authority on January 4, 2016,and pursuant to the Trust Indenture dated as of May 1, 2016 (the “Energy Center
Trust Indenture” and, collectively with the Public Infrastructure Trust Indenture and the Economic Development
Trust Indenture, the “Authority Indentures”) between the Authority and the Trustee, as trustee, registrar and paying
agent thereunder,and the Lease Agreement dated as of January 20, 2016 (the “Energy Center Lease” and,
collectively with the Public Infrastructure Lease and the Economic Development Lease, the “Authority Leases”)
between the Authority and the Commission.A resolution approving the Energy Center Lease was approved by the
Commission on January 4, 2016, and a resolution approving the Energy Center Lease and the issuance of Qualified
Obligation 16 by the Authority was adopted by the Common Council of the City on January 4, 2016.
In addition to paying the premium for a debt service reserve surety policy and funding issuance expenses, Qualified
Obligation 16 will provide for the advance refunding of the outstanding City of Carmel, Indiana, Redevelopment
District Certificates of Participation, Series 2010C (the “Refunded Bonds”), dated November 12, 2010, issued in the
original aggregate principal amount of $16,300,000. The Refunded Bonds will be called for optional redemption on
January 15, 2021 (the “Redemption Date”) at 100% of the principal amount thereof. The refunding of the Refunded
Bonds will be accomplished by depositing, concurrently with the issuance of Qualified Obligation 16, a portion of
the proceeds thereof, together with other moneys legally available therefor, in the escrow fund (the “Escrow Fund”),
which will be held by anescrow trustee forthe Refunded Bonds. Moneys on deposit in the Escrow Fund will be
investedin non-callable securities backed by the full faith and credit of the United States Treasuryor fully
guaranteed by the United States,and issued by the United States Treasury, including T-Bills and T-Notes,ora
federal government sponsored enterprise, including Resolution Funding Corporation (REFCORP)interest strips and
Agency for International Development securities (AID’s), the principal of and interest on which, when due, together
with earnings thereon and cash, if any, will provide sufficient moneys for the payment of the principal of and
interest on the Refunded Bonds when due and the redemption price of the Refunded Bonds called for optional
redemption on the Redemption Date. Upon such deposits, the Refunded Bonds will no longer be outstanding under
the Trust Agreement dated as of November 1, 2010, and the indebtedness with respect thereto will be discharged.
Security and Sources of Payment:
Qualified Obligation 16does not constitute a corporate obligation of the City or the Commission, but constitutes a
special and limited obligation of the Authority payable solely from the trust estate created and established under the
Energy Center Trust Indenture, including the funds and accounts established thereunder.Qualified Obligation 16 is
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payable from lease rental payments to be made by the Commission under the terms of the Energy Center
Lease (the “Energy Center Lease Rentals”). Such Energy Center Lease Rentals are payable solely from the
Redevelopment Special Benefits Tax. The Commission has reserved the right and reasonably expects, but is not
required, to pay such Energy Center Lease Rentals from any other legally available revenues, including, but not
limited to, Tax Increment derived from the Areas established within the Redevelopment District to be received by
the Commission. However, the Commission is under no obligation to pay the Energy Center Lease Rentals from any
funds other than the Redevelopment Special Benefits Tax.
To the extent that Tax Incrementand other legally available revenues arenot sufficient, the Commission is obligated
to levy the Redevelopment Special Benefits Tax in an amount sufficient to pay Energy Center Lease Rentals due
with respect to Qualified Obligation 16 and to restore the reserve fund or to reimburse the provider of the debt
service reserve surety policy to the amount required under the Energy Center Trust Indenture, as further described in
this section.
Leased Premises:The leased premises being acquired by the Authorityfrom the proceeds of Qualified Obligation 16
and leased to the Commissionunder the terms of the Energy Center Lease (the “Energy Center Leased Premises”
and, collectively with the Public Infrastructure Leased Premises and the Economic Development Leased Premises,
the “Leased Premises”) consist of the real estate delineated as Parcel 7c, the central facility located thereon used for
the purpose of receiving, processing, and distributing heated and chilled water to certain served properties,
commonly referred to as the Energy Center Site and other improvements related thereto.
The Energy CenterLeased Premises are currently fully constructed and operational for their intended use.
If any part of the Energy Center Leased Premises should ever be condemned or substantially or totally destroyed, the
Energy Center LeaseRentals will be abated during the period in which the Energy Center Leased Premises are unfit
or unavailable for their intended use. In such a case, rental value insurance is to be available to make Energy Center
LeaseRentals due during this time for a period of up to two years. The Energy Center Lease also requires the
Commission to carry casualty insurance.Any insurance proceeds(other than rental value insurance)will be used to
repair the Energy Center Leased Premises.
The Energy Center LeaseRentals to be paid by the Commission each January 1 and July 1 for the use of the Energy
Center Leased Premiseswill be equal to an amount which will be sufficient to pay unpaid principal of and interest
on Qualified Obligation16which is due on or before the January 15 and July 15 following such January 1 and July
1, plus an amount sufficient to provide for the applicable fees of the Trustee and incidental expenses of the
Authority.
The Commission is granted the right and option to purchase the Leased Premises on any date, upon sixty (60) days
written notice, at a price equal to the amount required to pay all related indebtedness (including Qualified Obligation
16), including all accrued and unpaid interest to the date of redemption. Upon exercise of such option at any time
that Qualified Obligation 16 is not then subject to optional redemption (which is the same for the Bonds), the
proceeds of such purchase price will be deposited with the Energy Center Trust Indenture Trustee and applied to the
payment of debt service on Qualified Obligation 16 when due.
Debt Service Reserve Fund:A debt service reserve fund will be established and held under the Energy Center Trust
Indenture to further secure the payment of principal and interest due on Qualified Obligation 16. The Trustee is
required to maintain abalancein the debt service reserve fundequal to the maximum annual principal and interest
requirements on Qualified Obligation 16 (the “Qualified Obligation 16 Reserve Requirement”).
Under the Energy Center Trust Indenture, upon certain conditions the Authority may satisfy all or any part of its
obligation to maintain amounts equal to the Qualified Obligation 16 Reserve Requirementin the debt service reserve
fund by depositing or substituting a Reserve Fund Credit Facility therein issued by a Credit Provider. A Reserve
Fund Credit Facility may be a letter of credit, revolving credit agreement, surety bond, reserve fund surety policy,
insurance policy or other similar credit or liquidity agreement or instrumentissued or providedby a Credit Provider
whose debt obligations at the time of issuance of such instrument are rated in one of the two highest rating
categories by the rating agency then rating the Qualified Obligation or the Bond Bank Bonds.
Except as provided in a Reserve Fund Credit Facility, moneys in the debt service reserve fund up to the amount of
the Qualified Obligation 16 Reserve Requirementare required under the Energy Center Trust Indentureto be held
and applied solely for the payment of interest on and principal of Qualified Obligation 16. If moneys in the debt
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service reserve fund exceed the Qualified Obligation 16 Reserve Requirement, such excess shall be transferred to
the sinking or operation funds, as further detailed in the Energy Center Trust Indenture.
The Energy Center Trust Indenture providesthat, in the event that the amounts on deposit in the debt service reserve
fund areless than the Qualified Obligation 16 Reserve Requirement, the Trustee will give notice to the Authority of
such deficiency. The Authority willtake all steps necessary tocause the Commission tolevy and collect the
Redevelopment Special Benefits Taxin an amount necessary to provide sufficient moneys in order to restore the
amounts on deposit or credited to the debt service reserve fund to the Qualified Obligation 16 Reserve Requirement
and pay any reimbursementthat is due, or to become due pending the collection of such special benefits taxes, and
owing to any Credit Provider.
The debt service reserve fundfor Qualified Obligation 16willbe initially funded by depositof a Reserve Fund
Credit Facilitytherein provided by a Credit Provider and replenished (if necessary) to maintain a balance equal to
the Qualified Obligation 16 Reserve Requirement.A commitment has been made by Assured Guaranty Municipal
Corp., a New York domiciled stockinsurance company, forthe issuance of its Municipal Bond Debt Service
Reserve Insurance Policy(the “2016C Policy”)in connection with Qualified Obligation 16 for the purpose of
funding the debt service reserve fund. The 2016C Policy constitutes a Reserve Fund Credit Facility and will be
issued in an amount sufficient to satisfy the Qualified Obligation 16 Reserve Requirement. The 2016C Policy is
expected to be delivered by Assured Guaranty upon the issuance and delivery of Qualified Obligation 16. Refer to
the Summary of Certain Legal Documents Related to Qualified Obligation #16 in Appendix G.
Q UALIFIED O BLIGATIONSOF THE C ARMEL S TORM W ATER D ISTRICT
Authorization and Approval Process:
Qualified Obligation 17isto be issued under the authority of Indiana law, including, without limitation, Indiana
Code § 8-1.5-5, as in effect on the date of delivery of Qualified Obligation 17and pursuant to the Bond Resolution
adopted by the Common Council of the City, serving as the Board of Directors of the Department of Storm Water
Management(the “Storm Water Department”),on January 4, 2016(the “Storm Water Bond Resolution”).On
January 4, 2016, the Common Council passed an ordinance designating the Board of Public Works and Safety of the
Citytoserveas the Board of Directors of the Storm Water Department.A resolution approving the issuance of
Qualified Obligation 17was adopted by the Common Council of the City on January 18, 2016.
In addition to funding a debt servicereserve and issuance expenses, Qualified Obligation 17 will fund the design,
inspection, construction, renovation, replacement, improvement and/or equipping of certain public infrastructure
projects in the City’s Storm Water District, including related sidewalk, drainage, streetscaping and/or landscaping,
the acquisition of any land or right-of-way and all utility relocation, acquisition, design, inspection, construction,
demolition, renovation, remediation, improvement, excavation, site work preparation and/ equipping. Such public
infrastructure projects will generally include certain improvements to the storm water system including storm water
sewers, drainage improvements, culverts, structures, detention swales and ponds.
Security and Sources of Payment:
Qualified Obligation 17doesnot constitute a corporate obligation of the City, but constitutesan obligation
and indebtednessof the Storm Water District, as a special taxing district. Qualified Obligation 17 ispayable
solely from a special benefits tax(which is a form ofad valorem property tax),levied on all taxable property
within the Carmel Storm WaterDistrict.The boundaries of the Storm Water District are coterminous with
the boundaries of the City. The Storm Water District has reserved the right and reasonably expects, but is not
required, to pay the debt service from available revenues, including, but not limited to, surplus revenues of the storm
water system (the “Storm Water Revenues”). However, the Storm Water Districtis under no obligation to pay the
debt servicefrom any funds other than the Storm Water Special Benefits Tax.
To the extent that the Storm Water Revenuesapplied to the payment of debt service on Qualified Obligation 17are
not sufficient, the Storm Water District is obligated to levy the Storm Water Special Benefits Tax in an amount
sufficient to pay debt service due on Qualified Obligation 17 and to restore the reserve fund under the Storm Water
Bond Resolution to the amount required thereunder, as further described in this section.
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In addition to Qualified Obligation 17 being issued in relation to this Official Statement, the City anticipates a future
issuance of City of Carmel Storm Water Revenue Bonds, Series 2016, payable solely from a direct pledge of the
Storm Water Revenues.
Debt Service Reserve Fund: A debt service reserve fund will be established and held under the Storm Water Bond
Resolution to further secure the payment of principal and interest due on Qualified Obligation 17. The Storm Water
Districtis required to maintain abalancein the debt service reserve fundequal to the least of: (i) the maximum
annual principal and interest requirements on Qualified Obligation 17, (ii) 125% of the average annual principal and
interest requirements on Qualified Obligation 17, or (iii) 10% of the stated principal amount of Qualified Obligation
17 (the “Qualified Obligation 17 Reserve Requirement”).
Under the Storm Water Bond Resolution,the Storm Water District at its optionmay satisfy all or any part of its
obligation to maintain amounts equal to the Qualified Obligation 17 Reserve Requirement in the debt service reserve
fund with a surety bond, letter of credit or other financial instrument.
Moneys in the debt service reserve fund up to the amount of the Qualified Obligation 17 Reserve Requirement are
required under the Storm Water Bond Resolutionto be held and applied solely for the payment ofinterest on and
principal of Qualified Obligation 17. If moneys in the debt service reserve fund exceed the Qualified Obligation 17
Reserve Requirement, such excess shall be transferred to the revenues account, as further detailed in the Storm
Water Bond Resolution.
The Storm Water Bond Resolutionprovidesthat the Storm Water Districtwilltake all steps necessary to levy and
collect the Storm WaterSpecial Benefits Taxin an amount necessary to provide sufficient moneys in order to
restore the amounts on deposit or credited to the debt service reserve fund to the Qualified Obligation 17 Reserve
Requirement.
The debt service reserve fund for Qualified Obligation 17 will be initially funded from proceedsof Qualified
Obligation 17or cash on hand.
E NFORCEMENT OF THE Q UALIFIED O BLIGATIONS
As owner of the Qualified Obligations, the Bond Bank has available to it all remedies available to owners or holders
of securities issued by the Qualified Entities. According to Indiana Code §5-1.4, upon the sale anddeliveryby a
Qualified Entityof any securitiesto the Bond Bank, the Qualified Entity will be deemed to have agreed thatupon its
failure to pay interest or principal on the securities owned or held by the Bond Bank when payable,all statutory
defenses to nonpayment are waived.
The Bond Bank will be constituted a holder or owner of securities that are in default ifthe Qualified Entity fails to
pay its obligations on time. The Bond Bank is obligated under the Bond Bank Indentureto avail itself of all
remedies, rightsand provisions of law applicable in the circumstances. According to Indiana Code §5-1.4,the
failure to exerciseor exertany rights or remedieswithin a time or period provided by law may notbe raised as a
defense by the Qualified Entity.
The Bond Bank has also determined to consult with the Qualified Entities, as necessary from time to time, with
regard to the action needed to be taken by the Qualified Entities to preserve the exemption of the interest on the
Bonds from income taxation in the State.
The Bond Bank will monitor the compliance and consult regularly with each Qualified Entity with respect to its
requirements under its respective Qualified Obligations, including the making of its payments onitsQualified
Obligations to the Bond Bank.
F UNDS AND A CCOUNTS
The Bond Bank Indenture, GO Bond Ordinances, Public Infrastructure Trust Indenture,Economic Development
Trust Indenture,Energy Center Trust Indentureand Storm Water Bond Resolution establishcertain funds and
accounts and the flow of funds. (For greater detail, refer to the Summary of Certain Provisions of the Bond Bank
Indentureprovided in Appendix Cand the forms, summaries and copy of certain legal documents related to the
Qualified Obligations provided in AppendicesDthrough H.Completecopiesof theBond Bank Indentureand
Qualified Entities’ authorizing instrumentsmay be obtained from the City.)
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R ISKS TO B ONDHOLDERS
Prospective investors in the Bondsshould be aware that there are risk factors associated with the Bonds:
(1)The principal of and interest on the Bonds are payable only from debt service payments on the Qualified
Obligations and from the revenues and funds of the Bond Bank pledged therefor under the Bond Bank
Indenture. The Bond Bank has no taxing power. The BondBank will notmaintain a debt service reserve fund
for the Bonds.
Prospective investors in the Bondsshould be aware that there are risk factors associated with the Qualified
Obligationswhich will be acquired by the Bond Bank with a portion of the proceeds of the Bonds:
(1)Lease Rental Risks:Theprincipal of and interest on Qualified Obligations 14, 15 and 16are payable only
from respective Lease Rentalsreceived by the Trustee on behalf of the Authorityfrom the Commission
pursuant to therespectiveAuthority Leases.The Authorityhas no taxing power.The Authorityhas no source
of funds from which to pay debt service on Qualified Obligations 14, 15 and16except moniescollected from
Lease Rentalsand funds held under the respective Authority Indentures.If, for any reason, any of the Leased
Premisesaredamaged or destroyed and unavailable for use, the Commissionwould no longer be able to pay
Lease Rentalsunder the respective Authority Lease.However,the Commission and the Authority have the
ability to substitute other existing road improvements for the Public Infrastructure Leased Premises and
Economic Development Leased Premises of equivalent value in order to maintain the ability of the
Commission to continue to pay the Public Infrastructure LeaseRentals or Economic Development Lease
Rentals. In addition,the Commissionis required by the Energy Center Leaseto maintaincasualty insurance,
andrental value insurance in an amount equal to full rental value for a periodup to two (2) yearsto the extent
it is commercially available.The proceeds of any property and/or casualty insurance claim for the Energy
Center Leased Premiseswould be used to reconstruct the Energy Center Leased Premises.To the extent that
the damaged or destroyed Leased Premisesis not replaced or repaired or is unavailable for use beyond the
period covered by anyrental value insuranceor the respective debt service reserve fundsfor Qualified
Obligation 15 and Qualified Obligation 16are insufficient or unavailable, the Commissionwill be unable to
pay the applicable Lease Rentalsattributable to the damaged or destroyed Leased Premises, and the Authority
would have insufficient funds to pay debt service on Qualified Obligations 14, 15 and 16, as applicable.
(2)General Risks: Whilethe Redevelopment Special Benefits Tax ispledged to the payment of the Lease Rentals
on Qualified Obligations 14, 15 and 16, the Commission intendsto paythe Public Infrastructure Lease
Rentalswith pledged COIT and other legally available revenue andthe Economic Development Lease
Rentals and Energy Center LeaseRentals with Tax Increment and other legally availablerevenues.The Tax
Increment and other legally available revenues are not pledged to the payment oftherespectiveLease
Rentals,and there can be no assurance that in the future they will not be pledged to another obligation, or that
they will be available to pay the respective Lease Rentals with respect to Qualified Obligations14, 15 and 16.
WhiletheStorm Water Special Benefits Tax is pledged to the payment of the debt service on Qualified
Obligation 17, the Storm Water District intendsto pay debt service on Qualified Obligation 17with Storm
Water Revenues and other legally available revenues. The Storm Water Revenues and other legally available
revenues are not pledged to the payment of debt service, and there can be no assurance that in the future they
will not be pledged to another obligation, or that they will be available to pay Qualified Obligation 17.In fact,
the City intends to issue Storm Water Revenue Bonds in 2016, which Bonds will be secured by a direct
pledge of the Storm Water Revenues.
(3)Risks Associated with Ad Valorem Property Taxes and the Special Benefits Tax Revenues: There are risk
factors associated with ad valorem property taxes, the Redevelopment Special Benefits Tax andtheStorm
Water Special Benefits Tax:
(a)Tax Collection.In the event of delayed billing, collection or distribution by the County Auditor of ad
valorem propertytaxes, including those levied on all taxable property within the City, the
Redevelopment Special Benefits Tax levied on the Redevelopment Districtand the Storm Water Special
Benefits Tax levied on the Storm Water District, sufficient funds may not be available to(i) the City in
time to pay debt service on Qualified Obligations 1-13 when due,(ii)the Commissionin time to pay the
respective Lease Rentalsunder the Authority Leases when due, or (iii) the Storm Water District in time
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to paydebt serviceon Qualified Obligation 17when due. This risk is inherent in all property tax-
supported obligations.
For Qualified Obligation 15, Qualified Obligation 16 and Qualified Obligation 17, the respective debt
service reserve fundsestablished will helpto mitigate this timing risk, but donot eliminate it.The
respective debt service reserve funds for Qualified Obligation 15, Qualified Obligation 16 and Qualified
Obligation 17will be held by the Trustee under separate instrumentson behalf of the Authorityandthe
Storm Water District. No debt servicereserve fund will be established under the Bond Bank Indenture or
otherwise held on behalf of the Bond Bank.Furthermore, no debt service reserve fund will be established
by the City or the Authority for Qualified Obligations 1 through 14.
(b)Circuit Breaker Tax Credit. If applicable, the Circuit Breaker Tax Credit will result in a reduction of
property tax collections for each political subdivision in which the Circuit Breaker Tax Credit is applied.
Apolitical subdivision may not increase its property tax levy or borrow money to make up for any
property tax revenue shortfall due to the application of the Circuit Breaker Tax Credit.
IndianaCode § 6-1.1-20.6-10 requires political subdivisions to fully fund any levies for the payment of
outstanding debt service or lease rental obligations regardless of any reduction in property tax collections
due to the application of the Circuit Breaker TaxCredit.If property tax collections are insufficient to
fully fund debt service or lease rental levies due to the Circuit Breaker Tax Credit, political subdivisions
must use non-property tax revenues or revenues from property tax levies for other funds (including
operating) to offset revenue loss to the debt service fund.
Indiana Code § 6-1.1-20.6-9.8 further provides that property taxes imposed by a political subdivision to
pay for debt service obligations of a political subdivision (including lease rental payments on leases) are
“protected taxes.”The total amount of protected taxes will be allocated to the fund for which they were
imposed as if no Circuit Breaker Tax Credit were granted and any loss in revenue resulting from any
applicable Circuit Breaker Tax Credit will reduce only other“unprotected taxes.”
IndianaCode § 6-1.1-20.6-10 also provides that if property tax revenues are not sufficient to pay debt
service on bonds or leases payable from property taxes, the State must, upon being notified of the failure
by a claimant,intercept otherwise available local income taxdistributions and available distributions of
State funds of the political subdivision which are in possession of the Statefor the benefit of
bondholders.Such intercept program applies to Qualified Obligations 1 through 13.
This application of the Circuit Breaker Tax Credit to property tax revenues may impact the ability of
political subdivisions to provide existing levels of service and, in extreme cases, the ability to make debt
service or lease rental payments on bonds secured by intercepted funds. There has been no judicial
interpretation of this legislation. In addition, there can be no assurance as to future events or legislation
that may affect the Circuit BreakerTax Credit or the collectionof property taxes.
(c)Reassessment and Trending.The County is required to reassess 25% of all parcels of real property
annuallyor in accordance with its reassessment plan. All real property must be reassessed under the plan
once every four years. Trending is scheduled to occur on an annual basis. Delays in the reassessment and
trending processor appeals of reassessments could adversely affect the collection of property taxes.
(4)Risks Associated with Pledged COITand Other Legally Available Revenues: The Commission reasonably
expectstomake thePublic InfrastructureLease Rentalpayments from pledged COIT or other legally
available revenues. There are certain risks associated with COIT, however, to the extent that the pledged
COIT and other legally available revenues are insufficient, the Commission isrequired to levy the
Redevelopment Special Benefits Tax.A firm estimate of COIT should be available by the time of the
decision to levy the Redevelopment Special Benefits Tax for the upcoming Lease Rentals.If insufficient
revenues are collected, the Commissionmay not be able to impose an additional Redevelopment Special
Benefits Tax levy until the following budget year which may cause a timing delay as receipt of such taxmay
occur after the Lease Rentalpayment is due. However, the Commissionispermitted to use other legally
available funds to make the Public InfrastructureLease Rentalpayments.
The amount of COIT to be distributed in the subsequent calendar yearmust be determined before August 2 of
the previous year, prior to the time the City budget is set for the subsequent year. The certified COIT
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distribution is based on actual income tax returns filed and processed from July 1 of the prior year through
June30 of the current year, adjusted for any refunds. The amount of COIT to be certified may also be
adjusted to offset any overpayments of COIT made to a county in a prior calendar year, for clerical or
mathematical errors or for tax rate changes. This certified amount is distributed to the County in equal,
monthly payments in the subsequent calendar year. The Commission expects that the amount of COIT to be
distributed in the subsequent year by the State to the County and, ultimately, to the City, will not be less than
the amount certified on the previous August 2. The COIT distribution is paid from actual revenues collected
in the year following the certification. If the actual revenue collected is less than the certified distribution
amount, this could cause a reduction in certified COIT distributions in future years.
(5)Risks Associated with TaxIncrement, Storm WaterRevenues and Other Legally Available Revenues: The
Commission reasonably expects to make the Economic DevelopmentLease Rentaland Energy Center Lease
Rentalpayments from Tax Increment or other legally available revenues. There are certain risks associated
with Tax Increment, however, to the extent that the Tax Increment and other legally available revenues are
insufficient, theCommission is required to levy the Redevelopment Special Benefits Tax. The Storm Water
District reasonably expects to make debt service payments from Storm Water Revenues or other legally
available revenues. There are certain risks associated with Storm Water Revenues, however, to the extent that
the Storm Water Revenues and other legally available revenues are insufficient, the Storm Water District is
required to levy the Storm Water Special Benefits Tax. A firm estimate of Tax Incrementand other legally
available revenuesshould be available by the time of the decision to levy the Redevelopment Special Benefits
Tax for the upcoming Lease Rentals. A firm estimate of Storm Water Revenues should be available by the
time of the decision to levy the Storm Water Special Benefits Tax for the upcoming debt service. If
insufficient revenues are collected, the Commission or Storm Water District may not be able to impose an
additional Redevelopment Special Benefits Tax or Storm Water Special Benefits Tax levy until the following
budget year which may cause a timing delay as receipt of such tax may occur after the Lease Rental or debt
service payment is due. The debt service reserve funds established for Qualified Obligation 15, Qualified
Obligation 16 and Qualified Obligation 17will help to mitigate this timing risk, but do not eliminate it.
However, the Commissionand Storm Water District are permitted to use other legally available funds to
make the respective Lease Rental and debt service payments.
(6)Adverse Legislative Action:It ispossible that legislation enacted or proposed for consideration after the date
of the Bonds and the Qualified Obligationswill have an adverse effect on payment or timing of payment or
other matters impacting the Bonds andthe Qualified Obligations. Refer to the “Legislative Proposals”section
herein.
In addition to the risks outlined in this section, there are certain risks specific to COIT, Tax Increment and Storm
Water Revenues. Such risks could have an impact on the anticipated repayment of the applicable Qualified
Obligations. Please refer to the Accounting Report contained in Appendix B herein for a discussion of these
additional risks.
I NVESTMENT OF F UNDS
The proceeds of the Bonds and the Qualified Obligationsare to be invested in accordance with the laws of the State
of Indiana relating to the depositing, holding, securing or investing of public funds, including particularly Indiana
Code§5-13, and the acts amendatory thereof and supplemental thereto. The Bond Bankshall direct the investment
of proceedsof the Bonds.The applicable Qualified Entities shall direct the investment of proceeds of the respective
Qualified Obligations.
THE BONDS
I NTEREST C ALCULATION
Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
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R EDEMPTION P ROVISIONS
Optional Redemption:
The Bondsmaturing on or after July 15, 2027are redeemable prior to maturity at the option of the Bond Bankin
whole or in part in any order of maturity as determined by the Bond Bankand by lot within maturities, on any date
not earlier than July 15, 2026, at face value plusaccrued interest to the date fixed for redemption and without any
redemption premium.
Mandatory Sinking Fund Redemption:
The Bondsmaturing on July 15in the years 2027through and including 2034and on January 15, 2036(collectively,
the “Term Bonds”) are subject to mandatory sinking fund redemption prior to maturity at a redemption price equal
to the principal amount thereof plus accrued interest on the dates and in the amounts in accordance with the
following schedules:
Term Bond dueJuly 15, 2027Term Bond dueJuly 15, 2028
DateAmountDateAmount
01/15/27$4,600,00001/15/28$6,145,000
07/15/27Final maturity5,995,00007/15/28Final maturity7,835,000
Total$10,595,000Total$13,980,000
Term Bond dueJuly 15, 2029Term Bond dueJuly 15, 2030
DateAmountDateAmount
01/15/29$6,790,00001/15/30$6,940,000
07/15/29Final maturity6,765,00007/15/30Final maturity7,315,000
Total$13,555,000Total$14,255,000
Term Bond dueJuly 15, 2031Term Bond dueJuly 15, 2032
DateAmountDateAmount
01/15/31$7,500,00001/15/32$8,610,000
07/15/31Final maturity8,405,00007/15/32Final maturity8,830,000
Total$15,905,000Total$17,440,000
Term Bond dueJuly 15, 2033Term Bond dueJuly 15, 2034
DateAmountDateAmount
01/15/33$9,050,00001/15/34$9,505,000
07/15/33Final maturity9,275,00007/15/34Final maturity9,750,000
Total$18,325,000Total$19,255,000
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Term Bond dueJanuary 15, 2036
DateAmount
01/15/35$9,990,000
07/15/3510,240,000
01/15/36Final maturity9,710,000
Total$29,940,000
The Trustee shall credit against the mandatory sinking fund requirement for the Term Bonds, and corresponding
mandatory redemption obligation, in the order determined by the Bond Bank, any Term Bonds which have
previously been redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered
to the Trustee for cancellation or purchased for cancellation by the Trustee and not theretofore applied as a credit
against any redemption obligation. Each Term Bond so delivered or canceled shall be credited by the Trustee at
100% of the principal amount thereof against the mandatory sinking fund obligation on such mandatory redemption
date, and any excess of such amount shall be credited on future redemption obligations, and the principal amount of
that Term Bond to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly
reduced; provided, however, the Trustee shall only credit such Term Bond to the extent received on or before 45
days preceding the applicable mandatory redemption date.
If fewer than all the Bondsare called for redemption at one time, the Bondsshall be redeemed in order of maturity
determined by the Bond Bank and by lot within maturity. Each $5,000 principal amount shall be considered a
separate bond for purposes of optional and mandatory redemption.If some Bondsare to be redeemed by optional
and mandatory sinking redemption on the same date, the Trustee shall select by lot the Bondsfor optional
redemption before selecting the Bondsby lot for the mandatory sinking fund redemption.
Notice of Redemption:
Notice of redemption shall be mailed to the registered owners of all Bondsto be redeemed at least 30daysbut not
more than 45 daysprior to the date fixed for such redemption. If any of the Bondsare so called for redemption, and
payment therefore is made to the Trustee in accordance with the terms of the Bond Bank Indenture, thensuch Bonds
shall cease to bear interest from and after the date fixed for redemption in the call.
B OOK-E NTRY-O NLY S YSTEM
DTC will act as securities depository for the Bonds.The Bondswill be issued as fully-registered securities
registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Bond certificatewill be issued for each maturity of the
Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York
Banking Law, a “banking organization”within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a “clearing corporation”within the meaning of the New York Uniform Commercial Code,
and a “clearing agency”registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s
participants (the “Direct Participants”) deposit with DTC.DTC also facilitates the post-trade settlement among
Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized
book-entry transfers and pledges between Direct Participants’accounts. This eliminates the need for physical
movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation(“DTCC”).DTCC is the holding company for DTC,
National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also
available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and
clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly
or indirectly(the “Indirect Participants”).DTC has Standard & Poor’sratingof“AA+.”The DTCrules applicable to
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its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information
about DTC can be found at www.dtcc.com.
Purchases of Bondsunder the DTC system must be made by or through Direct Participants, which will receive a
credit for the Bondson DTC’s records.The ownership interest of each actual purchaser of each Bondis in turn to be
recorded on the Direct and Indirect Participants’records. Beneficial Owners will not receive written confirmation
from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bondsare
to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except
in the event that use of the book-entry system for the Bondsis discontinued.
To facilitate subsequent transfers, all Bondsdeposited by Direct Participants with DTC are registered in the name of
DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of
DTC. The deposit of Bondswith DTC and their registration in the name of Cede & Co. or such other DTC nominee
do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Bonds; DTC’s records reflect only the identity of the DirectParticipants to whose accounts such Bondsare credited,
which may or maynot be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject toany statutory or regulatory requirements as may be in effect from time to time.
Beneficial Owners of the Bondsmay wish to take certain steps to augment the transmission to them of notices of
significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the
Bond Bank Indenture. Forexample, Beneficial Owners of the Bondsmay wish to ascertain that the nominee
holding the Bondsfor their benefit has agreed to obtain and transmit notices to Beneficial Owners.In the alternative,
Beneficial Owners may wish to provide their names and addresses to theTrusteeand request that copies of notices
be provided directly to them.
Redemptionnotices shall be sent to DTC. If less than all of the Bondswithin a maturity are being redeemed, DTC’s
practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bondsunless
authorized by a Direct Participant in accordance with DTC’s MMI procedures. Under its usual procedures, DTC
mails an Omnibus Proxy to the Bond Bankas soon as possible after the Record Date. The Omnibus Proxy assigns
Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bondsare credited on
the Record Date (identified in a listing attached to the Omnibus Proxy).
Principal, premium and interest payments on the Bondswill be made to Cede & Co., or such other nominee as may
be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’accounts upon
DTC’s receipt of funds and correspondingdetailinformationfromtheBond Bankor the Trustee onthe payable date
in accordance with their respective holdings shown on DTC’s records. Payments by Direct and Indirect Participants
to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in “street name,”and will be the
responsibility of such Direct or Indirect Participant and not of DTC, the Trusteeorthe Bond Bank, subject to any
statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium and
interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of the Bond Bank or the Trustee, disbursementof such payments to Direct Participants will be the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of
Direct and Indirect Participants.
DTCmay discontinue providing its services as depository with respect to the Bonds at any time by giving
reasonable notice to the Bond Bankor the Trustee.Undersuch circumstances, in the event that a successor
depository is not obtained, Bond certificates are required to be printed and delivered.
The Bond Bankmay decide to discontinue use of the system of book-entry-only transfers through DTC (or a
successor securities depository). In that event, Bond certificates will be printedand delivered to DTC.
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Theinformation in this subcaption concerning DTC and DTC’s book-entry system has been obtained from sources
that the Bond Bankbelieves to be reliable, but the Bond Banktakes no responsibility for the accuracy thereof.
Discontinuation of Book-Entry System:
In the event that the book-entry system for the Bondsis discontinued, the Trustee would providefor the registration
of the Bondsin the name of the Beneficial Owners thereof. The Bond Bankand the Trustee wouldtreat the person
in whose name any Bond is registered as the absoluteowner of such Bond for the purposesof making and receiving
payment of the principal thereof and interest thereon, and for all other purposes, and neither the Bond Banknor the
Trustee wouldbe bound by any notice or knowledge to the contrary.
Each Bondwould be transferable or exchangeable only upon the presentation and surrender thereof at the corporate
trust office of the Trustee, duly endorsedfor transfer or exchange, or accompanied by a written assignment duly
executed by the owner or its authorized representative in form satisfactory to the Trustee. Upondue presentation of
any Bondsfor transfer or exchange, the Trustee wouldauthenticate and deliver in exchange therefor, within a
reasonable time after such presentation, a new Bond, registered in the name of the transferee or transferees (in the
case of a transfer), or the owner (in the case of an exchange), in authorized denominations and of the same maturity
and aggregate principal amount and bearing interest at the same rate as the Bondso presented. The Bond Bankor
the Trustee wouldrequire the owner of any Bondsto pay a sum sufficient to cover any tax, fee or other
governmental charge required to be paid in connection with the transfer or exchange of such Bonds.
PROCEDURES FOR PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION
The debt service owed by the City on Qualified Obligations 1 through 13 ispayable from ad valorem property taxes
required by law to be levied on all taxable property within the City. The lease rental payments owed by the
Commission with respect to Qualified Obligations 14 through 16 are expected to be paid from other legally available
revenues, however, the lease rental payments on such Qualified Obligations are payable from the Redevelopment
Special Benefits Tax required to be levied on all taxable property within the Redevelopment District, which is levied
and collected in the same manner as ad valorem property taxes. The debt service owed by the Storm WaterDistrict
with respect to Qualified Obligation 17 is expected to be paid from other legally available revenues, however, the
debt service on such Qualified Obligations are payable from the Storm Water Special Benefits Tax required to be
levied on all taxable property within the Storm Water District, which is levied and collected in the same manner as
ad valorem property taxes. The boundaries of the Redevelopment District and the Storm Water District are
coterminous with the boundaries of the City. The Indiana General Assembly enacted legislation (Indiana Code§6-
1.1-20.6), which provides taxpayers with a tax credit for all property taxes in an amount that exceeds a certain
percentage of the gross assessed value of eligible property. See “Circuit Breaker TaxCredit”herein for further
details on the levy and collection of property taxes.
Real and personal property in the State is assessed each year as of March 1in a year ending before January 1, 2016,
and as of January 1 in a year beginning after December 31, 2015. On or before August1 of each year, the County
Auditor must submit to each underlying taxing unit a statement containing (1) information concerning the assessed
valuation in the taxing unitfor the next calendar year; (2) an estimate of the taxes to be distributed to the taxing unit
during the last six months of the current calendar year; (3) the current assessed valuation as shown on the abstract of
charges; (4) the average growth in assessed valuation in the taxing unitover the preceding three budget years,
adjusted according to procedures established by the Department of Local Government Finance (“DLGF”) to account
for reassessment under certain provisions of the Indiana Code; and (5) anyother information at the disposal of the
County Auditor that might affect the assessed value used in the budget adoption process.The estimated value is
based on property tax lists delivered to the County Auditor by the County Assessor on or before July 1.
The estimated value is used when the governing body of a local taxing unit meets to establish its budget for the next
fiscal year (January 1 through December 31), and to set tax rates and levies. By statute, the budget, tax rate and levy
must be established no later than November1. The budget, tax levy and tax rate are subject to review and revision
by the DLGF which, under certain circumstances, may revise, reduce or increase the budget, tax rate, or levy of a
taxing unit. The DLGF may increase the tax rate and levy if the tax rate and levy proposed by theCity or other
Qualified Entityis not sufficient to make itsdebt service and lease rentalpayments.The DLGF must complete its
actions on or before February15of the immediately succeeding calendar year.Taxing units have until December 31
of the calendar year immediately preceding the ensuing calendar year to file a shortfall appeal.
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On or before March 15, the County Auditor prepares and delivers the tax duplicate, which is a roll of property taxes
payable in that year, to the County Treasurer. Upon receipt of the tax duplicate, the County Auditorpublishes notice
of the tax rate in accordance with Indiana statutes. The County Treasurer mails tax statements at least 15 days prior
to the date that thefirst installment is due (due dates may be delayed due to a general reassessment or other factors).
Property taxes are due and payable to the County Treasurer in two installments on May10 and November10, unless
the mailing of tax bills is delayed or a later due date is established by order of the DLGF. If an installment of
property taxes is not completely paid on or before the due date, a penalty of 10% of the amount delinquent is added
to the amount due; unless the installment is completely paid within thirty (30) days of the due date and the taxpayer
is not liable for delinquent property taxes first due and payable in a previous year for the same parcel, the amount of
the penalty is five percent (5%) of the amount of the delinquent taxes. On May 11 and November 11 of each year
after one year of delinquency, an additional penalty equal to 10% of any taxes remaining unpaid is added. The
penalties are imposed only on the principal amount of the delinquency. Real property becomes subject to tax sale
procedures on June 30 if a delinquency of more than $25 then exists with respect to an installment due on or before
May 10 of the prior year. With respect to delinquentpersonal property taxes, each County Treasurer shall serve a
demand upon each county resident who is delinquent in the payment of personal property taxes after November 10,
but before August 1 of the succeeding year. The County Auditor distributes property tax collections to the various
taxing units on or about June 30 after the May10 payment dateand on or about December 31 after the November 10
payment date.
Under State law, personal property is assessed at its actual historical cost less depreciation, whereas real property
assessed after February 28, 2011, must be assessed in accordance with the2011 Real Property Assessment Manual
(the “Manual”) and the Real Property Assessment Guidelines for 2011 (the “Guidelines”), both published by the
DLGF, pursuant to 50 Indiana Administrative Code 2.4. The purpose of 50 Indiana Administrative Code 2.4 is to
accurately determine “true tax value” as defined in the Manual and the Guidelines, not to mandate that any specific
assessment method be followed. The Manual defines “true tax value” for all real property, other than agricultural
land, as “the market value in use of a property for its current use, as reflected by the utility received by the owner or
a similar user from that property.” In the case of agricultural land, true tax value shall be the value determined in
accordance with the Guidelines and certain provisions of the Indiana Code.The Manual permits assessing officials
in each county to choose any acceptable mass appraisal method to determine true tax value, taking into
consideration the ease of administration and the uniformity of the assessments produced by that method.The
Guidelines were adopted to provide assessing officials with an acceptable appraisal method, although the Manual
makes it clear that assessing officials are free to select from any number of appraisal methods, provided that they
produce “accurate and uniform values throughout the jurisdiction and across all classes of property.” The Manual
specifies the standards for accuracy and validation that the DLGF uses to determine the acceptability of any
alternative appraisal method.
The intent of the DLGF is that an assessment determined by an assessing official in accordance with 50 Indiana
Administrative Code 2.4and the Manual and Guidelines shall be presumed to be correct. Any evidence relevant to
the true tax value of the real property as of the assessment date may be presented to rebut the presumption of
correctness of the assessment. Such evidence may include an appraisal prepared in accordance with generally
recognized appraisal standards; however, there is no requirement thatan appraisal be presented either to support or
to rebut an assessment. Instead, the validity of the assessment shall be evaluated on the basis of all relevant evidence
presented. Whether an assessment is correct shall be determined on the basis of whether, in light of the relevant
evidence, it reflects the real property’s true tax value.
There are certain credits, deductions and exemptions available for various classes of property. For instance, real
property may be eligible for certain deductions for mortgages, solar energy heating or cooling systems, wind power
devices, hydroelectric power devices and geothermal energy heating or cooling devices and if such property is
owned by the aged. Residential real property may be eligible for certain deductions for rehabilitation. Real property,
which is the principal residence of the owner thereof, is entitled to certain deductions and may be eligible for
additional deductions, and if such owner is blind or disabled, such property may also be eligible for additional
deductions. Buildings designed and constructed to systematically use coal combustion products throughout the
building may be eligible for certain deductions. Tangible property consisting of coal conversion systems and
resource recovery systems may be eligible for certain deductions. Tangible property or real property owned by
disabled veterans and their surviving spouses may be eligible for certain deductions. Commercial and industrial real
property, new manufacturing equipment and research and development equipment may be entitled to economic
revitalization area deductions. Government owned properties and properties owned, used and occupied for
charitable, educational or religious purposes may be entitled to exemptions from tax. “Net Assessed Value”or
“Taxable Value”represents the “Gross Assessed Value”less certain deductions for mortgages, veterans, the aged,
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the blind, economic revitalization areas, resource recovery systems, rehabilitated residential property, solar energy
systems, wind power devices, hydroelectric systems, geothermal devices and tax-exempt property.The “Net
Assessed Value”or “Taxable Value”means an amount equal tothe true tax value of propertythatis the value used
for taxing purposes in the determination of tax rates.
Changes in assessed values of real property occur periodically as a result of general reassessments scheduled by the
State legislature, as well as when changes occur in the property value due to new construction or demolition of
improvements. The current reassessment was effective as of the March 1, 2012 assessment date, and affects taxes
payable beginning in 2013.Before July 1, 2013, and before May1 of every fourth year thereafter, the County
Assessor will prepare and submit to the DLGF a reassessment plan for its county. The DLGF must complete its
review and approval of the reassessment plan before March 1, 2015, and January 1 of each subsequent year that
follows a year in which the reassessment plan is submitted by the county.The reassessment plan must divide all
parcels of real property in the county into four (4) different groups of parcels. Each group of parcels must contain
approximately twenty-five percent (25%) of the parcels within each class of real property in the county. All real
property in each group of parcels shall be reassessed under the county’s reassessment plan once during each four (4)
year cycle. The reassessment of a group of parcels in a particular class of real property shall begin on May1 of a
year, and must be completed on or before January1 of the year after the year in which the reassessment of the group
of parcels begins. For real property included in a group of parcels that is reassessed, the reassessment is the basis for
taxes payable in the year following the year in which the reassessment is to be completed. The county may submit a
reassessment plan that provides for reassessing more than twenty-five percent (25%) of all parcels of real property in
the county in a particular year. A plan may provide that all parcels are to be reassessed in one (1) year. However, a
plan mustcover a four (4) year period. All real property in each group of parcels shall be reassessed under the
county’s reassessment plan once during each reassessment cycle. The reassessment of the first group of parcels
under a county’s reassessment plan was tobegin on July 1, 2014, and was tobe completed on or before March 1,
2015.
In addition, all real property assessments are revalued annually to reflect market value based on comparable sales
data.This process is generally known as “Trending.”When a change in assessed value occurs, a written notification
is sent to the affected property owner. If the owner wishes to appeal this action, the owner must first request in
writing a preliminary conference with the county or township official who sent the owner such written notification.
That request must be filed with such official within 45 days after the written notification is given to the taxpayer.
That preliminary conference is a prerequisite to a review of the assessment by the county property tax assessment
board of appeals. While the appeal is pending: (1) any taxes on real property which become due on the property in
question must be paid in an amount based on the immediately preceding year’s assessment, or it may be paid based
on the amount that is billed; and (2) any taxes on personal property which become due on the property in question
must be paid in an amount based on the assessed value reported by the taxpayer on the taxpayer’s personal property
tax return, or it may be paid based on the amount billed.
Effective with the tax year payable 2009, the standard deduction for homesteads was increased from the lesser of
$45,000 or 50% of assessed value to the lesser of $45,000 or 60% of assessed value. Additionally, a supplemental
homestead deduction equal to 35% of the next $600,000 of assessed value remaining after the standard deduction
and 25% of the remaining assessed value over $600,000 was implemented beginning in 2009.
Prior to February 15 of eachyear for taxes to be collected during that year, the DLGF is required to review the
proposed budgets, tax rates and tax levies of each political subdivision, including the City, the Redevelopment
District and the Storm Water District, and the proposed appropriations from those levies to pay principal of and
interest on each political subdivision’s funding, refunding, judgment funding or other outstanding obligations, to pay
judgments rendered against the political subdivision and to pay the political subdivision's outstandinglease rental
obligations (collectively “bond and lease obligations”) to be due and payable in the next calendar year. If it
determines that the proposed levies and appropriations are insufficient to pay the bond and lease obligations, the
DLGF may at any time increase the tax rate and tax levy of a political subdivision to pay such bond and lease
obligations.
CIRCUIT BREAKER TAX CREDIT
Description of Circuit Breaker:
The electors of the State, at the general election held on November 2, 2010, approved an amendment to the State
Constitution (the “Amendment”), which provides taxpayers with a tax credit for all property taxes in an amount that
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exceeds a percentage of the gross assessed value of real and personal property eligible for the credit. As a result of
such approval, the Amendment has become a part of the State Constitution.
In particular, under the Amendment, with respect to property taxes first due and payable in 2012 and thereafter, the
State General Assembly is required to limit a taxpayer’s property tax liability as follows:
(1)A taxpayer’s property tax liability on tangible property, including curtilage, used as a principal
place of residence by an:
(a)owner of property;
(b)individual who is buying the tangible property under a contract; or
(c)individual who has a beneficial interest in the owner of the tangible property
(collectively, “Tangible Property”);
may not exceed 1% of the gross assessed value of the property that is the basis for the determination of
property taxes.
(2)A taxpayer’s property tax liability on other residential property may not exceed 2% of the gross
assessed value of the property that is the basis for the determination of property taxes.
(3)A taxpayer’s property tax liability on agricultural property may not exceed 2% of the gross
assessed value of the property that is the basis for the determination of property taxes.
(4)A taxpayer’s property tax liability on other real property may not exceed 3% of the gross assessed
value of the property that is the basis for the determination of property taxes.
(5)A taxpayer’s property tax liability on personal property (other than personal property that is
Tangible Property or personal property that is other residential property) within aparticular taxing district may not
exceed 3% of the gross assessed value of the taxpayer’s personal property that is the basis for the determination of
property taxes within the taxing district.
The Amendment provides that, with respect to property taxes first due and payable in 2012 and thereafter, property
taxes imposed after being approved by the voters in a referendum will not be considered for purposes of calculating
the limits to property tax liability under the provisions of the Amendment described in the preceding paragraphs.
As required by the Amendment, the State General Assembly enacted amendments to Indiana Code §6-1.1-20.6 (the
“Statute”) for the purposes of limiting a taxpayer’s property tax liability and excluding property taxes imposedafter
being approved by the voters in a referendum from the calculation of such limits to property tax liability.
In addition, pursuant to the Statute, certain senior citizens with annual income below specified levels or their
surviving spouses may be entitled to credits in addition to the Circuit Breaker Tax Credit with respect to their
property tax liability attributable to their homesteads.
The application of the Circuit Breaker Tax Credit will result in a reduction of property tax collections for each
political subdivision in which the Circuit Breaker Tax Credit is applied. Except for referendum tax levies approved
by voters for the benefitof school corporations, a political subdivision may not increase its property tax levy or
borrow money to make up for any property tax revenue shortfall due to the application of the Circuit
Breaker Tax Credit.
Political subdivisions are required by law to fully fund the payments of their debt obligations in an amount sufficient
to pay any debt service or lease rentals on outstanding obligations, regardless of any reduction in property tax
collections due to the application of the Circuit Breaker Tax Credit. Upon the failure of a political subdivision to pay
any of the political subdivision’s Debt Service Obligations (as hereinafter defined) during a calendar year when due,
the Treasurer of State, upon being notified of the failure by a claimant, shall pay the unpaid Debt Service
Obligations that are due from money in possession of the State that would otherwise be available for distribution to
the political subdivision under any other law, deducting such payment from the amount distributed. A deduction
must be made: (1) first, from distributions of county adjusted gross, option or economic development income taxes
that would otherwise be distributed to the county; and (2) second, from any other undistributed funds of the political
subdivision in possession of the State.
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“Debt Service Obligations” of a political subdivision means (1) the principal and interest payable during a calendar
year on bonds and (2) lease rental payments payable during a calendar year on leases of such political subdivision,
which are payable from ad valorem property taxes.
The Statute categorizes property taxes levied to pay Debt Service Obligations as “protected taxes,” regardless of
whether the property taxes were approved at a referendum, and all other property taxes as “unprotected taxes.” For
property taxes due and payable in 2014 and thereafter, the total amount of revenue to be distributed to a fund for
which protected taxes were imposed shall be determined as if no Circuit Breaker Tax Credit was applied. The total
amount of the loss in revenue due to the application of the Circuit Breaker Tax Credit must reduce only the amount
of unprotected taxes distributed to a fund using the following criteria: (1) the reduction may be allocated in the
amounts determined by the political subdivision using a combination of unprotected taxes of the political
subdivision in those taxing districts in which the credit caused a reduction in protected taxes; and (2) the tax revenue
and each fund of any other political subdivisions must not be affected by the reduction. If the allocation of property
tax reductions to funds receiving only unprotected taxes is insufficient to offset the amount of the Circuit Breaker
Tax Credit or there is not a fund receiving only unprotected taxes from which to distribute revenue, the revenue for a
fund receiving protected taxes will also be reduced. If a fund receiving protected taxes is reduced, the statute
provides that a political subdivision may transfer money from any other available source in order to meetits Debt
Service Obligations. The amount of this transfer is limited to the amount by which the protected taxes are
insufficient to meet Debt Service Obligations.
This application of property tax revenues may impact the ability of political subdivisions to provide existing levels
of service and, in extreme cases, the ability to make debt service or lease rental payments.
The Qualified Entitiescannot predict the timing, likelihood or impact on property tax collections of any future
actions taken, amendments to the Constitution of the State of Indiana or legislation enacted, regulations or rulings
promulgated or issued to implement any such regulations, statutes or the Amendmentdescribed above or of future
property tax reform in general. There has been no judicial interpretation of this legislation. In addition, there can be
no assurance as to future events or legislation that may affect the Circuit Breaker Tax Credit or the collection of
property taxesor special benefits taxesby the Qualified Entities.
Estimated Circuit Breaker Tax Credit for the City:
According to theDLGF, the Circuit Breaker Tax Creditsallocable to the Cityfor budget years 2013 and 2014 were
$1,119,257 and $1,105,727, respectively. The Circuit Breaker Tax Credit for budget year 2015 is $1,132,485. These
amounts do not include the estimated debt serviceonor lease rental payments due with respect to any of the
Qualified Obligations.
The Circuit Breaker Tax Credit amounts above do not reflect the potential effect of any further changes in the
property tax system or methods of funding local government that may be enacted by the Indiana General Assembly
in the future. The effects of these changes could affect the Circuit Breaker Tax Credit andthe impact could be
material.Other future events, such as the loss of a major taxpayer, reductions in assessed value, increases in
property tax rates of overlapping taxingunits or the reduction in LOITapplied to property tax relief could increase
effective property tax rates and theamount of the lost revenue due to the Circuit Breaker Tax Credit, and the
resulting increase could be material.
CONTINUING DISCLOSURE
General:
Pursuant to continuing disclosure requirements promulgated by the Securities and Exchange Commission in SEC
Rule 15c2-12, as amended(the “Rule”), the Citywill enter into a Continuing Disclosure Undertaking Agreementon
behalf of itself and the other Qualified Entities, to be dated thedate of the closing of the Bonds (the “Disclosure
Agreement”).The Qualified Entities are the only obligated persons under the Rule and the Disclosure Agreement.
The Bond Bank is not a party to the Disclosure Agreement and is not anobligated person thereunder.
Pursuant to the terms of the Disclosure Agreement, the Citywill covenant for the benefit of the Bondholders and the
Beneficial Owners (as hereinafter defined under this caption only), to provide or cause to be provided: (1) each year,
certain financial information and operating data relating to the Cityfor its preceding fiscal year (the “Annual
Report”) by not later than the date six months after the first day of its fiscal year, commencing with the Annual
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Report for its fiscal year ended December 31, 2016; provided, however, that if the audited financial statements of the
Cityare not available by such date, they will be provided when and if available, and unaudited financial statements
in a format similar to the audited financial statements then most recently prepared for the City or in the form
provided by the State on an annual basis will be included in the Annual Report; and (2) timely notices of the
occurrence of certain enumerated events. Currently, the City’s fiscal year commences on January 1.“Beneficial
Owner” means, under this caption only, any person which has or shares power, directly or indirectly, to make
investment decisions concerning the ownership of any Bonds (including any person holding Bonds through
nominees, depositories or other intermediaries).
The Annual Report will be provided by the City to the Municipal SecuritiesRulemaking Board (the “MSRB”).If the
Cityis unable to provide to the MSRB an Annual Report by the date required, the Cityshall provide, in a timely
manner, to the MSRB, a notice of the failure to file the Annual Report by such date. The notices of the occurrence
of certain enumerated events will be provided by the Cityto the MSRB. Each Annual Report and each of the
foregoing notices shall be provided in an electronic format and accompanied by identifying information as
prescribed by the MSRB.
The information to be contained in the Annual Report, the enumerated events, the occurrence of which will require a
notice, and the other terms of the Disclosure Agreementare set forth in Appendix Jherein.
Compliance with Previous Undertakings:
No discussion of the Bond Bank’s compliance with previous undertakings is included herein, because the Bond
Bank is not a party to the Undertaking Agreement and is not an obligated person with respect to the Rule. In the
previous five years, the Cityhas never failed to comply, in all material respects, with any previous undertakings in a
written contract or agreement specified in subsection (b)(5)(i) of the Rule, except to the extent that the following are
deemed to be material. In some instances, the following events were a result of information not being correctly
linked to the correct CUSIP number.
In regards to the Waterworks Revenue Bonds of 2002, Series A, which were fully refunded in 2012, the audit for the
calendar year ending December 31, 2010 was not filed. The Waterworks Revenue Bonds of 2002, Series A have
been fully refunded and are no longer outstanding.
In regards to the Waterworks Revenue Bonds of 2002, Series B, which were fully refunded in 2012, the audit for the
calendar year ending December 31, 2010 was not filed. A rating change for bond insurer Financial Security
Assurance, Inc.(FSA), now Assured Guaranty Municipal Corporation,was not filed. The Waterworks Revenue
Bonds of 2002, Series B have been fully refunded and are no longer outstanding.
In regards to the Waterworks Refunding Revenue Bonds of 2003, Series A, which were fully refunded in 2012, the
audit for the calendar year ending December 31, 2010 was not filed. A rating change for bond insurer Ambac
Assurancewas not filed. The Waterworks Refunding Revenue Bonds of 2003, Series A have been fully refunded
and are no longer outstanding.
In regards to the First Mortgage Refunding Bonds, Series 2004, which matured in 2012, the operating data for the
calendar year ending December 31, 2010 was filed on June 30, 2011, one day late. A rating change for bond insurer
Financial Security Assurance, Inc.(FSA),now Assured Guaranty Municipal Corporation,was not filed on a timely
basis. The rating change was not filed until August 5, 2009.
In regards to the Taxable Tax Increment Revenue Bonds of 2008, which were fully refunded in 2012, the unaudited
financials and operating data for the calendar year ending December 31, 2010 werefiled on June 30, 2011, one day
late.
In regards to the Certificates of Participation, Series 2010A, which were fully refunded in 2012, the unaudited
financials and operating data for the calendar year ending December 31, 2010 were filed on June 30, 2011, one day
late.
In regards to the Taxable Certificates of Participation, Series 2010B, which were fully refunded in 2012, the
unaudited financials and operating data for the calendar year ending December 31, 2010 were filed on June 30,
2011, one day late.
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In regards to the County Option Income Tax Lease Rental Revenue Refunding Bonds of 2004, which were fully
refunded in 2014, a rating change for bond insurer MBIA Insurance Corporation, now National Public Finance
Guarantee Corporation,was not filed. The County Option Income Tax Lease Rental Revenue Refunding Bonds of
2004 have been fully refunded and are no longer outstanding.
In regards to the Lease Rental Revenue Bonds of 2005 -Current Interest Bonds, which were fully refunded in 2014,
the unaudited financials and operating data for the calendar year ending December 31, 2010 were filed on June 30,
2011, one day late.
In regards to the Certificates of Participation, Series 2010C, which are being refunded by Qualified Obligation 16,
the unaudited financials and operating data for the calendar year ending December 31, 2010 were filed on June 30,
2011, one day late.
In regards to the Sewage WorksRevenue Bonds of 2005, the audit for the calendar year ending December 31, 2010
was not filed on a timely basis. The audit was not filed until June 18, 2012. The audit for the calendar year ending
December 31, 2011 was not filed on a timely basis. The audit was not filed until May 21, 2013. The operating data
for the calendar years ending December 31, 2010, December 31, 2011 and December 31, 2012 and audit for the
calendar year ending December 31, 2012 were not filed on a timely basis. The operating data and audit were not
filed until April 22, 2014.The operating data for the calendar year ending December 31, 2011 was also filed on
April 25, 2014.The operating data for the calendar year ending December 31, 2013 was filed on June 30, 2014, one
day late. The audit for the calendar year ending December 31, 2014 was not filed on a timely basis. The audit was
provided to the MSRB through EMMA onMarch 25, 2016.
In regards to the Lease Rental Revenue Bonds of 2005 -Capital AppreciationBonds, the operating data for the
calendar year ending December 31, 2010 was filed on June 30, 2011, one day late.
In regards to the County Option Income Tax Lease Rental Revenue Bonds, Series 2006, certain rating changes for
bond insurer MBIA Insurance Corporation,now National Public Finance Guarantee Corporation,were not filed on a
timely basis. The rating changes were not filed until September 3, 2014.
In regards to the Taxable County Option Income Tax Revenue Refunding Bonds, Series 2006, the operating data for
the calendar year ending December 31, 2010 was filed on June 30, 2011, one day late.
In regards to the Indiana Bond Bank Special Program Bonds, Series 2008B -Current Interest Bonds, the audit for
the calendar year ending December 31, 2010 was not filed on a timely basis. The audit was not filed until June 18,
2012. The audit for the calendar year ending December 31, 2011 was not filed on a timely basis. The audit was not
filed until May 21, 2013. The operating data for the calendar years ending December 31, 2010, December 31, 2011
and December 31, 2012 and audit for the calendar year ending December 31, 2012 were not filed on a timely basis.
The operating data and audit were not filed until April 22, 2014. The operating data specific to the water utility for
the calendar year ending December 31, 2012 was filed on June 27, 2014. The operating data for the calendar year
ending December 31, 2013 was filed on June 30, 2014, one day late. A rating change for bond insurer Financial
Security Assurance, Inc. (FSA),now Assured Guaranty Municipal Corporation,was not filed on a timely basis. The
rating change was provided to the MSRB through EMMA onMarch 25, 2016.
In regards to the Indiana Bond Bank Special Program Bonds, Series 2008B -Capital Appreciation Bonds, the audit
for the calendar year ending December 31, 2010 was not filed on a timely basis. The audit was not filed until June
18, 2012. The audit for the calendar year ending December 31, 2011 was not filed on a timely basis. The audit was
notfiled until May 21, 2013. The operating data for the calendar years ending December 31, 2010, December 31,
2011 and December 31, 2012 and audit for the calendar year ending December 31, 2012 were not filed on a timely
basis. The operating data and audit were not filed until April 22, 2014. The operating data specific to the water
utility for the calendar year ending December 31, 2012 was filed on June 27, 2014. The operating data for the
calendar year ending December 31, 2013 was filed on June 30, 2014, one day late. A rating change for bond insurer
Financial Security Assurance, Inc. (FSA),now Assured Guaranty Municipal Corporation,was not filed on a timely
basis. The rating change was provided to the MSRB through EMMA onMarch 25, 2016.
In regards to the County Option Income Tax Lease Rental Revenue Bonds of 2010, the operating data for the
calendar year ending December 31, 2010 was filed on June 30, 2011, one day late.
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In regards to the Lease Rental Revenue Refunding Bonds of 2011, the unaudited financials for the calendar year
ending December 31, 2011 were not filed on a timely basis. The unaudited financials were not filed until September
3, 2014.
In regards to the Junior Waterworks Revenue Bonds of 2012, the audit and operating data for the calendaryear
ending December 31, 2012 were not filed on a timely basis. The audit and operating data were not filed until April
21, 2014.The operating data specific to the water utility for the calendar year ending December 31, 2012 was filed
on June 27, 2014and March 28, 2016.
In regards to the Sewage Works Revenue Bonds of 2012, the audit and operating data for the calendar year ending
December 31, 2012 were not filed on a timely basis. The audit and operating data were not filed until April 22,
2014. The unaudited financials for the year ending December 31, 2012 were not filed on a timely basis. The
unaudited financials were provided to the MSRB through EMMA on March 25, 2016. A rating change for bond
insurer Assured Guaranty Municipal Corporation was not filed on a timely basis. The rating change was provided to
the MSRB through EMMA on March 25, 2016.
Upon remedying the foregoing untimely filings by the Qualified Entities, as well as the fact that certain obligations
have been defeased and the undertaking for those obligations has been terminated as a result of such defeasance, the
Qualified Entitiesare now in full compliance with their undertaking agreements. In addition, the Qualified Entities’
dissemination agent, H.J. Umbaugh & Associates, Certified Public Accountants, LLP, has established additional
policies and procedures to facilitate the process of timely filings on behalf of the Qualified Entities.
The information in this subcaption concerning the Qualified Entities’ compliance with previous undertakingshas
been obtained from sources that the Bond Bankbelieves to be reliable, but the Bond Banktakes no responsibility for
the accuracy thereof.
BONDRATING
Standard & Poor’sRating Services(“Standard & Poor’s”)has assigned a bond rating of “AA+”to the Bonds. Such
rating reflects only the view of Standard & Poor’sand any explanation of the significance of such rating may only
be obtained from Standard & Poor’s.
The rating is not a recommendation to buy, sell or hold the Bonds, and such rating may be subject to revision or
withdrawal at any time by Standard & Poor’s.Any downward revision or withdrawal of the rating may have an
adverse effect upon the market price of the Bonds.
The Bond Bank did not apply to any other rating service for a rating on the Bonds.
UNDERWRITING
The Bondsare being purchased, subject to certain conditions,by Stifel, Nicolaus & Company, Incorporated, as
representative of itself and the underwriters identified on the outside front cover page hereof(the “Underwriters”),at
a purchase price of $257,576,119.40, which is the par amount of the Bondsof $214,455,000.00less the
Underwriters’discount of $857,820.00plus the original issue premium of $43,978,939.40.
The Underwriters intendto offer the Bondsto the public at the offering prices set forth on the inside cover page of
this Official Statement. The Underwritersmay allow concessions to certain dealers (including dealers in a selling
group of the Underwritersand other dealers depositing the Bonds into investment trusts), who may reallow
concessions to other dealers. After the initial public offering, the public offering price may be varied from time to
time by the Underwriters.
FINANCIAL ADVISOR
H.J. Umbaugh & Associates, Certified Public Accountants, LLP(the “Financial Advisor”) (“Umbaugh”) has been
retained by the Bond Bank and the Qualified Entitiesto provide certain financial advisory services including, among
other things, preparation of the deemed “nearly final”Preliminary Official Statement and the Final Official
Statement(the “Official Statements”).The information contained in the Official Statements has been compiled from
records and other materials provided by officialsof the Qualified Entitiesand other sources deemed to be
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reliable.The Financial Advisor has not and will not independently verify the completeness and accuracy of the
information contained in the Official Statements.
The Financial Advisor’s duties, responsibilities and fees arise solely as Financial Advisor to the Bond Bank and the
Qualified Entitiesand they have no secondary obligations or other responsibility.However, Umbaugh is preparing
theBond Bank Cash Flow Sufficiency Report for the Bonds, theEscrow VerificationReportrelated to the Refunded
Bonds,Lease Sufficiency Reportsrelated to certain ofthe Qualified Obligationsand the Parity Report related to
Qualified Obligation 14. The Financial Advisor’s fees are expected to be paid from proceeds of the Bonds and the
Qualified Obligations.
Municipal Advisor Registration:
Umbaugh is a Municipal Advisor registered with the Securities and Exchange Commission and the Municipal
Securities Rulemaking Board. As such, Umbaughis providing certain specific municipal advisory services to the
Bond Bank, but is neither a placement agent to the Bond Banknor a broker/dealer.
The offer and sale of the Bondsshall be made by the Bond Bank, in the sole discretion of the Bond Bank, and under
its control and supervision. The Bond Bankagrees that Umbaughdoesnot undertake to sell or attempt to sell the
Bonds,and will take no part in the sale thereof.
Other Financial Industry Activities and Affiliations:
Umbaugh Cash Advisory Services, LLC(“UCAS”)is a wholly-owned subsidiary of Umbaugh. UCAS is registered
as an investment adviser with the Securities and Exchange Commission under the federal Investment Advisers Act.
UCAS provides non-discretionary investment advice with the purpose of helping clients create and maintain a
disciplined approach to investing their funds prudently and effectively. UCAS may provide advisory services to the
clients of Umbaugh.
UCAS has no other activities or arrangements that are material to its advisory business or its clients with arelated
person who is a broker/dealer, investment company, other investment adviser or financial planner, bank, law firm or
other financial entity.
LEGISLATIVE PROPOSALS
Legislation affecting municipal bonds is considered from time to time by the United States Congress and the
Executive Branch, including some proposed changes under consideration at the time of issuance of theBonds. Bond
Counsel’s opinion is based upon the law in existence on the date of issuance of the Bonds.It is possible that
legislation enacted after the date of issuance of the Bondsor proposed for consideration will have an adverse effect
on the excludability of all or a part of the interest on the Bondsfrom gross income, the manner in which such
interest is subject to federal income taxation or the market price of the Bonds.
Legislation affecting municipal bonds is considered from time to time by theIndiana legislature and Executive
Branch.It is possible that legislation enacted after the date of the Bondsor proposed for consideration will have an
adverse effect on payment or timing of payment or other matters impacting the Bondsor the Qualified Obligations.
The Bond Bankcannot predict the outcome of any such federal or state proposals as to passage, ultimate content or
impact if passed, or timing of consideration or passage.Purchasers of the Bonds should reach their own conclusions
regardingthe impact of any such federal or state proposals.
TAX MATTERS
In the opinion of Barnes & Thornburg LLP, Indianapolis, Indiana, under existing laws, interest on the Bondsis
excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of
1986, as amended and in effect on the date of issuance of the Bonds. The opinion of Bond Counsel is based on
certain certifications, covenants and representations of the Bond Bankand the Qualified Entities and is conditioned
on continuing compliance therewith. In the opinion of Bond Counsel, under existing laws, interest on the Bondsis
exempt from income taxation in the State for all purposes, except the State financial institutions tax. See Appendix I
for the form of opinion of Bond Counsel.
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The Code imposes certain requirements which must be met subsequent to the issuance of the Bondsas a condition to
the excludability of the interest on the Bondsfrom gross income for federal income tax purposes. Noncompliance
with such requirements may cause interest on the Bondsto be included in gross income for federal income tax
purposes retroactively to the date of issue, regardless of the date on which noncompliance occurs. Should the Bonds
bear interest that is not excludable from gross income for federal income tax purposes, the market value of the
Bondswould be materially and adversely affected. It is not an event of default if interest on the Bondsis not
excludable from gross income for federal income tax purposes pursuant to any provision of the Code which is not in
effect on the date of issuance of the Bonds.
The interest on the Bondsis not a specific preference item for purposes of the federal individual or corporate
alternative minimum taxes. However, interest on the Bondsis taken into account in determining adjusted current
earnings for the purpose of computing the alternative minimum tax imposed on certain corporations.
The Bondsare not“qualifiedtax-exempt obligations” for purposes of Section 265(b)(3) of the Code.
Indiana Code §6-5.5 imposes a franchise tax on certain taxpayers (as defined in IndianaCode§6-5.5) which, in
general, include all corporations which are transacting the business of a financial institution in the State. The
franchise tax is measured in part by interest excluded from gross income under Section 103 of the Code minus
associated expenses disallowed under Section 265 of the Code.
Although Bond Counsel will render an opinion that interest on the Bondsis excludable from gross income for
federal income tax purposes and exempt from State income tax, the accrual or receipt of interest on the Bondsmay
otherwise affect an owner’s federal or state tax liability. The nature and extent of these other tax consequences will
depend upon the owner’s particular tax status and the owner’s other items of income or deduction.Bond Counsel
expresses no opinion regarding any other such tax consequences. Prospective purchasers of the Bondsshould
consult their own tax advisors with regard to the other tax consequences of owning the Bonds.
The foregoing does not purport to be a comprehensive description of all of the tax consequences of owning the
Bonds.Prospective purchasers of the Bondsshould consult their own tax advisors with respect to the foregoing and
other tax consequences of owning the Bonds.
AMORTIZABLE BOND PREMIUM
The initial public offering prices of the Bonds, excluding only a $165,000 serial maturity on January 15, 2036 that
has been issued at par(collectively, the “Premium Bonds”),are greater than the principal amounts thereofpayable at
maturity. As a result, the Premium Bonds will be considered to be issued with amortizable bondpremium(the
“Bond Premium”).An owner who acquires a Premium Bond in the initial public offering will be required to adjust
the owner’s basis in the Premium Bond downward as a result of the amortization of the Bond Premium, pursuant to
Section 1016(a)(5) of the Code. Such adjusted tax basis will be used to determine taxable gain or loss upon the
disposition of the Premium Bonds (including sale, redemption or payment at maturity). The amount of amortizable
Bond Premium will be computed on the basis of the taxpayer’s yield to maturity, with compounding at the end of
each accrual period. Rules for determining (i) the amount of amortizable Bond Premium and (ii) the amount
amortizable in a particular year are set forth in Section 171(b) of the Code. No income tax deduction for the amount
of amortizable Bond Premium will be allowed pursuant to Section 171(a)(2) of the Code, but amortization of Bond
Premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining
other tax consequences of owning the Premium Bonds. Owners of the Premium Bonds should consult their tax
advisors with respect to the precise determination for federal income tax purposes of the treatment of Bond Premium
upon the sale or other disposition of such Premium Bonds and with respect to the state and local tax consequences of
owning and disposing of the Premium Bonds.
Special rules governing the treatment of Bond Premium, which are applicable to dealers in tax-exempt securities, are
found inSection 75 of the Code. Dealers in tax-exempt securities are urged to consult their own tax advisors
concerning the treatment of Bond Premium.
LITIGATION
There is no litigation pending, or, to the knowledge of the officers for the Bond Bank,threatened, against the Bond
Bankor the Qualified Entities,which in any way questions or affects the validity of the Bondsor the Qualified
Obligations, or any proceedings or transactions relating to the issuance, sale or delivery thereof.
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The officers and counsel for the Bond Bank and the Qualified Entitieswill certify at the time of delivery of the
Bonds and the Qualified Obligationsthat there is no litigation pending or in any way threatened questioning the
validity of the Bonds or the Qualified Obligations, or any of the proceedings had relating to theauthorization,
issuance and sale of the Bondsorthe Qualified Obligations that would result in a material adverse impact on the
financial condition of the Bond Bank or the Qualified Entitiesor the ability of the Bond Bank or the Qualified
Entities to pay debt service on the Bonds or the Qualified Obligations, respectively.
CERTAIN LEGAL MATTERS
Legal matters incident to the authorization,issuance and sale of the Bondsare subject to the unqualified approving
opinion of Barnes & Thornburg LLP,Indianapolis, Indiana,as Bond Counselto the Bond Bank and the Qualified
Entities, whose approving opinion will be available at the time of delivery of the Bonds. Barnes & Thornburg LLP
has not beenasked nor has it undertaken to review the accuracy or sufficiency of this Official Statement, and will
express no opinion thereon. The form of opinion of Bond Counsel with respect to the Bonds is included in
AppendixIof this Official Statement.
Certainlegal matters will be passed onfor the Cityand the Storm Water District by Douglas C. Haneyas
Corporation Counsel for the City, for the Carmel Redevelopment Commission by its counsel Wallack Somers &
Haas, P.C., and for the Underwriters by their counsel, Faegre Baker Daniels LLP, Minneapolis, Minnesota and
Indianapolis, Indiana.
Barnes & Thornburg LLP, Indianapolis, Indiana, serves as bond counsel to each of the Qualified Entities in
connection with the issuance, execution and delivery of the respective Qualified Obligations and will be passing on
certain legal matters in connection therewith. Issuance of the Qualified Obligations and sale of the Qualified
Obligations to the Bond Bank is subject to the unqualified approving opinion of Barnes & ThornburgLLP.
LEGAL OPINIONS AND ENFORCEABILITY OF REMEDIES
The enforceability of the rights and remedies of the Trustee or the registered owners of the Bonds under the Bond
Bank Indentureare in many respects dependent upon judicial actions which are often subject to discretion and delay.
Under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United
States Code (the federal bankruptcy code), the enforceability of the rights and remedies under the Bond Bank
Indenturemay be limited.
The various legal opinions to be delivered concurrently with the delivery of the Bondswill be qualified as to the
enforceability of the various legal instruments by limitations imposed by the valid exercise of the constitutional
powers of the State and the United States of America and bankruptcy, reorganization, insolvency or other similar
laws affecting the rights of creditors generally, and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Those exceptions would encompass any exercise of
federal, State or local police powers (including the police powers of the City, the Countyand the State), in a manner
consistent with the public health and welfare. The enforceability of the Bond Bank Indenture, in a situation where
such enforcement may adversely affect the public health and welfare, may be subject tothose police powers.
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APPENDIX A
TABLE OF CONTENTS
Page(s)
City of Carmel
General Physical and Demographic Information
Locationand General Characteristics.............................................................................................................A-1
Governmental Structure.......................................................................................................................A-1-A-2
Planning and Zoning......................................................................................................................................A-2
Education ......................................................................................................................................................A-2
Pension Obligations.............................................................................................................................A-3-A-4
Other Post-Employment Benefits (OPEB).....................................................................................................A-4
GeneralEconomic and Financial Information
Commerce and Industry.......................................................................................................................A-4-A-5
Large Employers............................................................................................................................................A-6
Employment...................................................................................................................................................A-7
Housing Sales.................................................................................................................................................A-7
Building Permits.............................................................................................................................................A-7
Population......................................................................................................................................................A-8
Age Statistics..................................................................................................................................................A-8
Educational Attainment..................................................................................................................................A-8
Miscellaneous Economic Information............................................................................................................A-9
Schedule of Indebtedness.................................................................................................................A-10-A-11
Debt Ratios...................................................................................................................................................A-12
City of Carmel Debt Limit...........................................................................................................................A-12
Carmel Storm Water District Debt Limit.....................................................................................................A-12
Schedule of Historical Net Assessed Valuation...........................................................................................A-13
Detail of Net Assessed Valuation.................................................................................................................A-14
Comparative Schedule of Certified Tax Rates.............................................................................................A-15
Property Taxes Levied and Collected...........................................................................................................A-16
Large Taxpayers...........................................................................................................................................A-17
Statement of Receipts, Disbursements, and Cash and Investment Balances -Regulatory Basis.....A-18-A-23
Statement of Receipts and Disbursements.......................................................................................A-24-A-25
Detail of General Fund Receipts and Disbursements.......................................................................A-26-A-27
(This page intentionally left blank.)
CITY OF CARMEL
GENERAL PHYSICAL AND DEMOGRAPHIC INFORMATION
L OCATION AND G ENERAL C HARACTERISTICS
The City of Carmel is located in Hamilton County directly north of Indianapolis. The City has experienced
tremendous growthwithin the past few decades as represented in the population statistics presented herein. The
City serves mainly as a residential and commercial area for both Carmel and Indianapolis professionals. Personal
income statistics are above the national and State of Indiana averages. Hamilton County ranks first in the State of
Indiana for median household income and secondin the State for per capita personal income.The unemployment
rate in Hamilton County has been substantially lower than that of the State of Indianaduringthe past 10 years. The
City is recognized for its sound corporate environment, high quality residential neighborhoods, outstanding schools,
cultural amenities,well-developed infrastructure,and strong economy. The City was ranked as thenumber one best
place to live in America and number three best place to live in America for cities with a population of 50,000 to
300,000 by Money Magazine in 2012 and 2014, respectively.The proximity of Carmel to Indianapolis provides
increased employmentand higher education opportunities for local residents.
The City’s proximity to Indianapolisalsoprovides Carmel residents with an abundance of cultural, recreational, and
entertainment activities including the Indianapolis Symphony Orchestra, Clowes Memorial Hall, the Ballet Theater
and Opera Company, the Indianapolis Children’s Choir, the Indianapolis Museum of Art, the Indiana State Museum,
the Eiteljorg Museum of American Indiansand Western Art, the Indiana Repertory Theatre, and the Children’s
Museumof Indianapolis.
Indianapolis, famous for “Indy 500” racingand home of the “Indiana Pacers”,the “Indiana Fever”,the “Indianapolis
Colts”,the “Indy Eleven” professional soccer team, and the “Indianapolis Indians”,is also known as the amateur
sports capital of the United States. Numerous facilities provide spectator sporting events, as well as facilities open
to the public for swimming, tennis, and bicycling.Many public and private golf courses are located throughout the
metropolitanarea. The downtown White River State Park includes a 78-acre Indianapolis Zoo and the White River
Gardens.
Duringthe past ten years, park land in Carmel has increased from 20 to nearly 1,000acres through purchases and
gifts. Central Park, which opened in 2007, provides many recreational opportunities for residents of the City. The
park includes a 146,000 square foot community recreation center, which houses a three-court gymnasium, an indoor
walking/jogging track, a workout center, meeting rooms, abanquet facility, park offices, and outdoor and indoor
aquatic centers. Another unique Carmel recreational feature is the Monon Greenway, a 5-mile paved trail built on
an old rail corridor, which extends through the center of Carmel and links into the10.5-mile Monon Trail system
that extends all the way to downtown Indianapolis. The trail system is very popular with joggers, walkers,
bicyclists,and roller bladers.
Cultural activities are provided by the $175million Center for the Performing ArtsinCityCenter, which includes
the Palladium -a state of the art,1,600 seat concert hall; the Tarkington, a500-seat prosceniumtheaterand the 200-
seat Studio Theater. The Center is home to many local arts organizationsincluding The Booth Tarkington Civic
Theatre and the Carmel Symphony Orchestra.
The Carmel Arts and Design District, located in the heart of Old Town Carmel, is comprised of galleries, eateries,
boutiques, gift and interior design shops, antique stores,and other retail establishments geared toward the arts.It is
also home to the Indiana Design Center, a premier destination for design in the Midwest.
The Carmel Clay Public Library serves residents of the City. The library provides students, teachers and residents
of the City access to books, other resource materialsand programslocated in the libraryas well as a new mobile
library service.The library is consistently ranked in the top ten libraries in the country by Hennen's American
Public Library Ratings ("HAPLR"). The present 116,000 square foot facility provides state-of-the-art technology,
group study rooms and two technology centers.
G OVERNMENTAL S TRUCTURE
The City of Carmel is governed by a seven-member City Council, with each member elected to a four-year term.
The Mayor serves as the chief executive of the City and serves a four-year term. The Clerk-Treasurer, also elected to
a four-year term, is responsible for the financial records of the City. Additional City departments include the
following:
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Board of Public WorksInformation and Communications Systems
Board of Zoning AppealsLaw
Cable and Telecommunications CommissionParks & Recreation
Communications Center (911)Plan Commission
Community Development CorporationPlanning and Zoning
Community RelationsPolice
Economic Development CommissionRedevelopment Authority
EngineeringRedevelopment Commission
Ethics CommissionStorm Water Management
FireStreets
Historic Preservation CommissionUtilities
Human Resources
The City employs a total of approximately 534full-timeand15-20part-time employees with union representation as
follows:
UnionNumber ofContract
Union NameRepresentationMembersExpiration Date
Carmel Professional Firefighters IAFF#4444Firefighters15512/31/16
Fraternal Order of PolicePolice111 (1)12/31/16
(1)As of February 3, 2016. Includes 109 current officers and 2 new officers who are anticipated to submit
membership applications. In addition, the Fraternal Order of Police also represents 8 IU North Hospital
officers and Carmel Police Department retirees not included in this number.
City of Second Class Stature:On January 4, 2016, the Common Council of the City adopted an ordinance declaring
the City as a city of second class stature pursuant to Indiana Code §36-4-1-1.1. Although effective immediately,
several related changes will occur at the next election. Two new City Councilors will be elected inNovember of
2019, taking office January 1, 2020,and creating anine-memberCity Council. OneCouncilor will be elected from a
newly created district and one will be electedat-large. In addition, a newCity Controllerwillbe appointed by the
Mayorand will assume the role of fiscal officer for the City with responsibilityfor the financial records of the City,
replacingthecurrentClerk-Treasurerposition.A new City Clerk will be elected at that timeand will assume the
responsibilities of clerk of the city court.
P LANNING AND Z ONING
The Carmel Plan Commission promotes orderly growth throughout the City and other areas of Clay Township. The
11-member Plan Commission is appointed by the Mayor (5), City Council (1), Park Board (1), City Engineer (1),
Board of Public Works (1) and County Commissioners (2). The Board of Zoning Appeals has five members
appointed by the Mayor, City Council and Plan Commission.
E DUCATION
Carmel Clay Schoolsservesthe residents of the City and surrounding Clay Township. Currently, the school system
has one high school, three middle schools and eleven elementary schools. The superintendent’s office reports 2015-
2016enrollment for the School Corporation at 15,855 students, with approximately 1,069 certified and 1,315 non-
certified employees. Special studies in the areas of Gifted & Talented, English as a New Language, Special
Education, and Title 1 services are provided by the School Corporation. In addition, the J. Everett Light Career
Center provides vocational programs in auto mechanics, computers, construction trades, dental occupations,
electronics, machine trades and radio/television production, among others.
P ENSION O BLIGATIONS
Public Employees’Retirement Fund
Plan Description
The Indiana Public Employees’Retirement Fund (PERF) is a defined benefit pension plan. PERF is an agent
multiple-employer public employee retirement system, which provides retirement benefits to plan members and
beneficiaries. All full-time employees are eligible to participate in this defined benefit plan. State statutes (IC 5-
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10.2 and IC 5-10.3)govern, through the Indiana Public Retirement System (INPRS) Board, most requirements of
the system, and give the City authority to contribute to the plan. The PERF retirement benefit consists of the
pension provided by employer contributions plus an annuity provided by the member's annuity savings account.
The annuity savings account consists of members’contributions, set by state statute at 3 percent of compensation,
plus the interest credited to the member's account. The employer may elect to make the contributions on behalf of
the member.
INPRS administers the plan and issues a publicly available financial report that includes financial statements and
required supplementary information for the plan as a whole and for its participants. That report may be obtained by
contacting:
Indiana Public Retirement System
1 North Capitol Street, Suite 001
Indianapolis, Indiana 46204
Phone (888) 526-1687
Funding Policy and Annual Pension Cost
The contribution requirements of the plan members for PERF are established by the Board of Trustees of INPRS.
1925 Police Officers’Pension Plan
Plan Description
The 1925 Police Officers’Pension Plan is a single-employer defined benefit pension plan. The plan is administered
by the local pension board as authorized by State statute (IC 36-8-6). The plan provides retirement, disability, and
death benefits to plan members and beneficiaries. The plan was established by the planadministrator, as provided
by State statute.The plan administrator does not issue a publicly available financial report that includes financial
statements and required supplementary information of the plan.
Funding Policy
The contribution requirements of plan members for the 1925 Police Officers’Pension Plan are established by State
statute.
On Behalf Payments
The 1925 Police Officers’Pension Plan is funded by the State of Indiana through the Indiana Public Retirement
System as provided under IC5-10.3-11.
1937 Firefighters’Pension Plan
PlanDescription
The 1937 Firefighters’Pension Plan is a single-employer defined benefit pension plan. The plan is administered by
the local pension board as authorized by State statute (IC 36-8-7). The plan provides retirement, disability, and
death benefits to plan members and beneficiaries. The plan was established by the plan administrator, as provided
by State statute. The plan administrator does not issue a publicly available financial report that includes financial
statements and required supplementary information of the plan.
Funding Policy
The contribution requirements of plan members for the 1937 Firefighters’Pension Plan are established by State
statute.
On Behalf Payments
The 1937 Firefighters’Pension Plan is funded by the State of Indiana through the Indiana Public Retirement
System as provided under IC5-10.3-11.
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1977 Police Officers’ and Firefighters’Pension and Disability Fund
PlanDescription
The 1977 Police Officers’and Firefighters’Pension and Disability Fund is a cost-sharing multiple-employer
defined benefit pension plan administered by the Indiana Public Employees’Retirement Planfor all police officers
and firefighters hired after April30, 1977.
State statute (IC 36-8-8) regulates the operations of the system, including benefits, vesting, and requirements for
contributions by employers and by employees. Covered employees may retire at age 52 with 20 years of service.
An employee with 20 years of service may leave service, but will not receive benefits until reaching age 52. The
plan also provides for death and disability benefits.
INPRS issues a publicly available financial report that includes financial statements and required supplementary
information for the plan as a whole and for its participants. That report may be obtained by contacting:
Indiana Public Retirement System
1 North Capitol Street, Suite 001
Indianapolis, Indiana 46204
Phone (888) 526-1687
Funding Policy
The contribution requirements of plan members and the City are established by the Board of Trustees of INPRS.
O THER P OST-E MPLOYMENT B ENEFITS (OPEB)
The City currently provides other post-employment benefits (OPEB) in the form of health care benefits for retirees.
Such benefits are self-funded by the City and administrated by a third party.The City is under no legal obligation to
make payments for existing hires or to continue to offer similar benefits for future new hires. However, although not
legally enforceable, the City anticipates making payments related to retiree health care in the future. Additional
information regarding anticipated future payments can be found in the Comprehensive Fiscal Plan of the City.The
City’s current OPEB liability, as estimated by C.L. Coonrod & Co.through 2023, is approximately $5,075,757.
GENERAL ECONOMIC AND FINANCIAL INFORMATION
C OMMERCE AND I NDUSTRY
The City has experienced extensive residential and commercial development in recent years and has been one of the
fastest growing areas in the Indianapolis Metropolitan Area. Approximately 100companies have international,
national or regional headquarters located in the City. Hamilton County has the secondhighestper capita income and
highest median household incomein the State of Indiana.
More than 2,300 jobs have been added since October 2015. The newest or expanded businesses in Carmel include
Allied Solutions, Delta Faucet expansion, Demand Jump, Eleven Fifty Consulting, enVista, Flix Brewhouse, Geico,
GyanSys-relocation, HDR Advisory, Kroger, Market District, Next Gear, Orchard Software, Policy Stat, Stratice
Healthcare and Theta Chi, relocation.
Along US31, known as the Meridian Corporate Corridor, numerous modern multi-story office complexes have been
built in recent years. The corporate headquarters and offices of major corporations such as Delta Faucet, Allied
Solutions, American Specialty Health, Blue Horseshoe Solutions, CNO Financial Group, Inc., formerly Conseco,
Inc., Monster.com, and Liberty MutualInsurance are among the many office complexes which form the Meridian
Corridor. In addition to these corporate headquarters, the Corridor's strength as a provider of medical services is
attested to by numerous health care facilities, including St. Vincent Carmel Hospital and itsnewly built Women’s
Center,St. Vincent Heart Center, I.U. Health North Hospital (formerly Clarian North Medical Center) and
Franciscan St. Francis Health.
One of the city’s largest employers is CNO Financial Group, Inc.Itis a life insurance holding company that was
founded in 1979andacquired numerous insurance companies in the 1980s and 1990s. In May 2010, the company
changed its name from Conseco to CNO Financial Group, Inc. According to company officials, the number of
employeesis currently approximately 1,700.
A-4
Liberty Mutual Insurance, which began operations in 1912, employs 1,200according to company officials. The
employment trend has been steady in the past year and is expected to remain steady in the upcoming year.
MidcontinentIndependent Transmission System Operator, Inc. (MISO) located its corporate headquarters in Carmel
in 2002, constructed a second buildingin 2012 and just announced another expansion of offices and jobs in a new
facility that will be built adjacent to its existing structure. The company employs approximately 854according to
company personnel and expects employment to increase by 50 to 70 employees by the end of 2016.
Several other established major employers in the City include GEICO with morethan 1,200 employees; Resort
Condominium Intl. (RCI), a resort hotel exchange network, with 1,100 employeesper Invest Hamilton County; The
Capital Group, a financial services management company, with approximately 1,000employees;Next Gear Capital
with 877 employees; KAR Auction with 850 employees; American Specialty Health with 650 employees;the world
headquarters for Firestone IndustrialProducts with 400employees; according to Invest Hamilton County,Duke
Realty with 475 employees; Allegion, the divisional headquarters for a security technology company, with 400
employees; and Delta Faucet with 360 employees in Carmel.
In 1998, the City of Carmel and its Redevelopment Commission began an aggressive effort to redevelop and
revitalize the center of the City, including the historic downtown, into a cultural and civic center, undergoinga
tremendous amount of new construction, including offices, restaurants, retail, up-scale apartments, condominiums,
town homes and public spaces and monuments designed to create a vibrant urban atmosphere.
The oldest part of this area is known today as the Carmel Arts & Design District, home to more than 100 arts and
design related businesses, including art galleries, design studios and the Indiana Design Center, where professional
designers maintain offices and showrooms.
The City Center redevelopment project is home to the Center for the Performing Arts and several mixed-use
buildings, including Carmel City Center, the James, the Nash, the Mezz on the Monon and nearly a dozen more
buildings scheduled to be constructed in the next few years.
The city also recently approved a new redevelopment project known as Midtown, which will include mixed-use
buildings and has already attracted two corporate headquarters in buildings that will be under construction this year.
Finally, the city has approved a redevelopment project area on the southern border of the city government center
known as the Proscenium. It is in the beginning stages of transforming under-utilized land into a mixed-use project
with six buildings, located along a very heavily traveled roadway.
Development has also occurred in Carmel in an area called Clay Terrace. This up-scale open-air retail environment
includes approximately 500,000 square feet of retail space, dining options and 70,000 square feet of second story
office space and an area for shows and concerts. The $100 million development opened in October 2004.
Due to substantial growth in Carmel, the City saw the need to redesign Keystone Parkway. The City took State Road
431over from the State andtransformed it into free-flowing Keystone Parkway. Carmel received $90millionfrom
the Statefor reconstruction. The unique and award-winning design with double roundabout interchangesallows
traffic to travel more easily through this previously congested thoroughfare.
In 2011, construction began on a project to upgrade 13 miles of existing highway on US 31 between I-465 in
Indianapolis to SR 38 north of the City. Now substantially completed, thereconstruction of US 31 has added new
roundabout interchanges and reconstructed ramps and bridges and has reduced congestion and improved safety in
the area. Additionally, the creation of new interchanges has helped spur additional economic development on Main
Street.
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LARGE EMPLOYERS
BelowisalistoftheCity'slargestemployers.Thenumberofemployeesshownareasreportedbycompanypersonnel
unlessotherwisenoted.Becauseofreportingtimelagsandotherfactorsinherentincollectingandreportingsuch
information, the statistics may not reflect recent employment levels.
Reported
Year
Employment
NameEstablishedType of Business
Carmel Clay Schools1888Public education2,384(1)
CNO Financial Group, Inc., formerly
Conseco, Inc.1979Life insurance holding company1,700
Liberty Mutual Insurance1912Insurance company1,200
GEICO2013Auto insurance company1,200(2)
Resort Condominium Intl. (RCI)1974Vacation exchange network and services1,100(2)
I.U. Health North Hospital, formerly2005Acute healthcare facility1,080
Clarian North Medical Center
The Capital Group2007Financial services1,000(3)
Next Gear Capital2005Automotive inventory financing877
Midcontinent Independent 2002Electric power grid management854
System Operator, Inc. (MISO)
KAR Auction2006Automotive remarketing services850
St. Vincent Carmel Hospital1985Acute healthcare facility750
American Specialty Health2016Health services management650
(1) Consists of 1,069 certified staff and 1,315 non-certified staff.
(2) Per Invest Hamilton County.
(3) Per the Hamilton County Economic Development Corporation.
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EMPLOYMENT
Unemployment Rate
Hamilton
HamiltonCounty
YearCountyIndianaLabor Force
20106.7%10.4%144,824
20115.9%9.1%148,225
20125.3%8.3%151,201
20135.1%7.7%155,983
20144.1%6.0%159,577
2015, Nov.3.3%4.5%165,110
Source: Indiana Business Research Center. Data collected as of January 21, 2016.
HOUSING SALES
Provided below is a summary of housing sales for the City of Carmel and Hamilton County.
Average
MedianAverageMedianAverageDays on
YearSoldSalesSalesSP/LP %SP/LP %Market
City of Carmel
20141,534$330,843$385,20397.56%97.20%69
20151,579$335,000$385,17797.61%97.28%73
Hamilton County
20145,000$228,000$277,87097.78%97.32%66
20155,000$240,000$287,24998.00%97.51%66
Source: MIBOR Realtor Association
BUILDING PERMITS
Providedbelowisasummaryofthenumberofbuildingpermitsandestimatedconstructioncostsforthe
City.
SingleTwoMulti-
YearFamilyFamilyFamilyCommercialInstitutionalTotal
20112682582303
201238071710414
2013437412166475
2014371255164448
2015276083233385
Source: Carmel Department of Community Services
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POPULATION
City of CarmelHamilton County
Percent ofPercent of
YearPopulationChangePopulationChange
19706,691 364.01%54,532 35.88%
198018,272 173.08%82,027 50.42%
199025,380 38.90%108,936 32.81%
200037,733 48.67%182,740 67.75%
201079,191 109.87%274,569 50.25%
2014(1)86,682 9.46%
(1) Estimate as of July 1, 2014 per the American Community Survey.
Source: U.S. Census Bureau
AGE STATISTICS
Hamilton
City of CarmelCounty
Under 25 Years27,502 98,591
25 to 44 Years20,009 82,113
45 to 64 Years23,465 70,176
65 Years and Over8,215 23,689
Source: U.S. Census Bureau's 2010 Census
EDUCATIONAL ATTAINMENT
Persons 25 and Over
Years of
Hamilton
School Completed
City of CarmelCounty
Less than 9th grade0.8%1.1%
9th to 12th grade, no diploma1.0%2.6%
High school graduate10.2%16.1%
Some college, no degree14.4%18.1%
Associate's degree4.7%6.4%
Bachelor's degree38.6%35.5%
Graduate or professional degree30.3%20.2%
Source: U.S. Census Bureau's 2010-2014 American Community Survey 5-Year Estimates
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MISCELLANEOUS ECONOMIC INFORMATION
Hamilton
City of CarmelCountyIndiana
Per capita income, past 12 months*$52,207$40,012$24,635
Median household income, past 12 months*$107,916$84,635$48,248
Average weekly earnings in manufacturing
(2nd qtr. of 2015)N/A$1,051$1,101
Area in square miles - 201048.55402.4436,419.55
Population per square mile - 20101,631.1682.3181.0
Retail sales in 2012:
Total retail sales$1,748,984,000$4,338,371,000$85,857,962,000
Sales per capita**$22,086$15,801$13,242
Sales per establishment$6,051,848$5,015,458$3,974,722
*In 2014 inflation-adjusted dollars – 5-year estimates
**Based on 2010 Population.
Source:BureauofCensusReportsandtheIndianaBusinessResearchCenter.DatacollectedasofJanuary
21, 2016.
Distribution
Employment and Earnings -Percent ofof
Hamilton County 2014EarningsEarningsLabor Force
(In 1,000s)
Services$4,070,70039.64%46.31%
Finance, insurance and real estate2,050,87819.97%18.83%
Wholesale and retail trade1,482,84614.44%14.44%
Construction777,6897.57%5.26%
Government758,7037.39%7.13%
Manufacturing497,3924.85%3.51%
Information259,3752.53%2.05%
Utilities167,5201.63%0.54%
Transportation and warehousing85,9330.84%1.07%
Forestry, fishing, related activities68,3780.67%0.16%
Farming29,9680.29%0.37%
Mining18,8350.18%0.33%
Totals$10,268,217100.00%100.00%
Source:BureauofEconomicAnalysisandtheIndianaBusinessResearchCenter.Datacollectedasof
January 21, 2016.
Hamilton
County
Adjusted Gross IncomeYearTotal
2009$9,460,223,436
201010,246,821,736
201111,073,245,976
201212,238,309,412
201312,520,802,461
Source: Indiana Department of Revenue
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SCHEDULE OF INDEBTEDNESS
ThefollowingscheduleshowstheoutstandingindebtednessoftheCityandthetaxingunitswithinandoverlappingitsjurisdictionasofandfollowing
any February 1, 2016 payments, including issuance of the Bonds and the Qualified Obligations, as reported by the respective taxing units.
OriginalFinalOutstanding
Direct DebtPar AmountMaturityAmount
Property Tax and Income Tax Supported Debt
The City of Carmel Local Public Improvement Bond Bank
Multipurpose Bonds, Series 2016$214,455,00001/15/36
- Qualified Obligations:
City of Carmel
General Obligation Bonds, Series 2016A1,214,00001/15/36$1,214,000
General Obligation Bonds, Series 2016B1,089,00001/15/361,089,000
General Obligation Bonds, Series 2016C1,633,00001/15/361,633,000
General Obligation Bonds, Series 2016D1,373,00001/15/361,373,000
General Obligation Bonds, Series 2016E1,599,00001/15/361,599,000
General Obligation Bonds, Series 2016F1,577,00001/15/361,577,000
General Obligation Bonds, Series 2016G1,373,00001/15/361,373,000
General Obligation Bonds, Series 2016H1,577,00001/15/361,577,000
General Obligation Bonds, Series 2016I1,426,00001/15/361,426,000
General Obligation Bonds, Series 2016J1,513,00001/15/361,513,000
General Obligation Bonds, Series 2016K1,394,00001/15/361,394,000
General Obligation Bonds, Series 2016L1,383,00001/15/361,383,000
General Obligation Bonds, Series 2016M1,211,00001/15/361,211,000
Storm Water District Bonds, Series 201630,720,00001/15/3630,720,000
Carmel Redevelopment Authority
Lease Rental Bonds, Series 2016A (Public Infrastructure Projects)139,872,00001/15/36139,872,000
Lease Rental Bonds, Series 2016B (Economic Development Projects)10,337,00001/15/2910,337,000(1)
Lease Rental Refunding Bonds, Series 2016C (Energy Center Project)15,164,00007/15/3515,164,000(1) (2)
Carmel Redevelopment Authority
Lease Rental Revenue Refunding Bonds, Series 2014 (Performing Arts Center) 55,685,00002/01/3355,685,000(1)
County Option Income Tax Lease Rental Revenue Refunding
Bonds, Series 2014A9,380,00001/01/184,860,000
County Option Income Tax Lease Rental Revenue Refunding
Bonds, Series 2014B46,795,00007/01/2745,885,000
Lease Rental Revenue Multipurpose Bonds, Series 2012A115,900,00002/01/38115,900,000(1)
Lease Rental Revenue Multipurpose Bonds, Series 2012B
(Taxable)69,245,00002/01/2560,535,000(1)
Lease Rental Revenue Refunding Bonds of 2011 25,190,00002/01/2418,485,000
County Option Income Tax Lease Rental Revenue Bonds of 201025,675,00001/01/3124,975,000
County Option Income Tax Lease Rental Revenue Bonds,
Series 2006 (unrefunded portion)9,865,00001/01/173,440,000
Lease Rental Revenue Bonds of 2005 (Performing Arts Center)
Capital Appreciation Bonds54,745,000(3)02/01/2635,416,562(1) (4)
City of Carmel and Carmel Redevelopment District
Redevelopment District Bonds of 20136,535,00001/15/356,535,000(1)
County Option Income Tax Revenue Refunding Bonds of 20117,180,00012/15/224,900,000
Taxable County Option Income Tax Revenue Refunding Bonds, Series 20068,785,00012/15/182,630,000
Capital Leases02/15/266,793,484(5)
Sub total600,495,045
Carmel Redevelopment District (Tax Increment revenues only)
Economic Development Revenue Bonds, Series 2015 (KG Main LLC Project)3,825,00002/01/41(6)0(6)
Taxable Economic Development Revenue Bonds, Series 2013 (Legacy) 4,500,00001/15/354,224,938(7) (10)
Restated Installment Purchase Agreements of 2013 (Secondary Number One) 4,500,00007/15/344,500,000
Senior Economic Development Revenue Bonds, Series 2011A
(Arts District Lofts & Shoppes)9,630,00008/01/318,570,000
Subordinate Economic Development Revenue Bonds,
Series 2011B (Arts District Lofts & Shoppes)3,370,00002/01/353,132,846(8)
Taxable Economic Development Revenue Bonds, Series 2011
(Indiana Spine Group)751,50002/01/31697,800(10)
Taxable Economic Development Revenue Bonds, Series 2011
(116th Street Centre)2,050,00002/01/361,931,734(10)
Taxable Economic Development Revenue Bonds, Series 2006B
(Buckingham Gramercy) 20,000,00002/01/27148,107
(9)
Taxable Tax Increment Revenue Bonds, Series 2004A (Clarian Hospital)9,500,00001/15/245,600,000(10)
Sub total28,805,425
Total Tax Supported Debt629,300,470(11)
The lease rental and bond payments are paid, and are anticipated to be paid, from Tax Increment.
(1)
(2)The Lease Rental Refunding Bonds, Series 2016C (Energy Center Project) will fully refund the Certificates of Participation, Series 2010C.
Capital Appreciation Bonds. The amount represents the value at maturity. The original issue amount was $27,798,227.15.
(3)
(4) Amount represents the accreted value as of February 1, 2016.
As of February 24, 2016, per the Clerk-Treasurer's office.
(5)
(6)Thebondswereissuedasdrawbonds.TheamountrepresentstheamountofprincipaldrawndownandoutstandingasofFebruary23,2016.
Assumes principal is drawn down prior to February 1, 2017.
(7)The bonds were issued as draw bonds. The amount represents the amount of principal drawn down and outstanding as of February 9, 2016.
The bonds were issued as draw bonds. The amount represents the amount of principal drawn down and outstanding as of February 22, 2016.
(8)
(9)The bonds were issued as draw bonds. The amount represents the amount of principal drawn down and outstanding as of February 24, 2016.
ThebondsarepayablefromTaxIncrementfromaspecificallocationareaanddeveloperorcompanypaymentstotheextentthattheTax
(10)
Increment is insufficient to pay the debt service.
TheCityofCarmelhaspledgedupto$650,000ofannualCountyOptionIncomeTaxasadditionalback-upsecuritytotheHamiltonCounty
(11)
RedevelopmentDistrictTaxIncrementRefundingRevenueBondsof2015,whicharepayablefromTaxIncrementfromtheThomsonEconomic
DevelopmentArea.TheCityofCarmelhaspledgedupto$465,000ofannualCOITasadditionalback-upsecuritytotheHamiltonCounty
RedevelopmentAuthorityEconomicDevelopmentLeaseRentalBondsof2011,whicharepayablefromTaxIncrementfromthe96thStreet-U.S.
421 Economic Development Area.
(Continued on next page)
A-10
SCHEDULE OF INDEBTEDNESS
(Cont'd)
OriginalFinalOutstanding
Par AmountMaturityAmount
Self-Supporting Revenue Debt
Sewage Works Revenue Bonds of 2012
$11,040,00005/01/32$10,125,000
Sewage Works Revenue Bonds of 2009 (SRF)
5,894,00005/01/304,345,877
Sewage Works Revenue Bonds of 2005 (Amended)
10,381,00005/01/266,561,000
Junior Waterworks Revenue Bonds of 2012
21,625,00005/01/3619,395,000
Indiana Bond Bank Special Program Bonds, Series 2008B
Current Interest Bonds
63,770,00006/01/2860,920,000
Capital Appreciation Bonds
76,240,000(1)06/01/3431,111,904(2)
IWC Lines20,233,74712/31/2513,563,876
2013 Sewage Capital Lease
394,74402/19/18200,985
Total Self-Supporting Revenue Debt146,223,642
Total Direct Debt$775,524,112
Capital Appreciation Bonds. The amount represents the value at maturity. The original issue amount was $20,547,740.20.
(1)
Amount represents the accreted value as of February 1, 2016.
(2)
PercentAmount
Allocable toAllocable to
Overlapping DebtTotal DebtCity (1)City
Tax Supported Debt
Hamilton County
$162,030,00035.41%$57,374,823
Hamilton County Redevelopment District (Tax Increment revenues only)
10,885,0000.00%0
Carmel Clay Schools
138,000,00097.01%133,873,800
Carmel Clay Public Library
7,385,00097.01%7,164,189
Clay Township
41,435,00097.01%40,196,094
Total Tax Supported Debt$238,608,905
(1) Based upon the 2014 payable 2015 net assessed valuation of the respective taxing units.
Note:Inaddition,theBoardofDirectorsoftheDepartmentofStormWaterManagementhasapprovedandtheCityanticipatesafuture
issuanceofCityofCarmelStormWaterRevenueBonds,Series2016,payablesolelyfromadirectpledgeoftheStormWaterRevenues.
These bonds are anticipated to be issued in 2016.
TheCityhasapprovedtheissuanceofseveralbondissuesinconnectionwithproposedprivatedevelopments,whichbondswillberepaid
primarilyfromdevelopment-specificTaxIncrementalongwithdeveloperguaranteesforthefollowingprojects:CityCenterPhase2,
Proscenium,Grand&Main,LegacyPhase2,Meridian&MainPhase2,Gramercy,MidtownandTheCorner.Threeofthesebond
issues will be additionally secured with the Redevelopment Special Benefits Tax: City Center Phase 2, Midtown and The Corner.
Additionally,certaindevelopershaverecentlyproposedprivatedevelopments(inthefinancingfeasibilitystage)forwhichitislikely
thatbondswillbeissuedinthenextyearortwo,whichwillberepaidfromdevelopment-specificTaxIncrementandsecuredbythe
developer.
Theschedulepresentedaboveisbasedoninformationfurnishedbytheobligorsorothersourcesandisdeemedreliable.Wemakenorepresentationor
warranty as to its accuracy or completeness.
A-11
DEBT RATIOS
Thefollowingpresentstheratiosrelativetothetaxsupportedindebtednessofthetaxingunitswithinand
overlapping the City as of and following any February 1, 2016 payments, including issuance of the Bonds.
Direct PropertyAllocable Portion
Tax andof All OtherTotal Direct and
Income TaxOverlapping TaxOverlapping Tax
Supported DebtSupported DebtSupported Debt
$600,495,045$238,608,905$839,103,950
Per capita (1)$7,582.87$3,013.08$10,595.95
Per capita (estimated 2014 population) (2)$6,927.56$2,752.69$9,680.26
Percent of net assessed valuation (3)9.31%3.70%13.01%
Percent of gross assessed valuation (4)5.07%2.01%7.08%
(1)According to the U.S. Census Bureau, the 2010 population of the City is 79,191.
According to the American Community Survey, the 2014 population of the City is estimated to be 86,682.
(2)
(3)ThenetassessedvaluationoftheCityfortaxespayablein2015is$6,449,781,881accordingtothe
Hamilton County Auditor's office.
(4)ThegrossassessedvaluationoftheCityfortaxespayablein2015is$11,853,384,810accordingtothe
Hamilton County Auditor's office.
CITY OF CARMEL DEBT LIMIT
TheamountofgeneralobligationdebtapoliticalsubdivisionoftheStateofIndianacanincuriscontrolledby
theconstitutionaldebtlimit,whichisanamountequalto2%ofthevalueoftaxablepropertywithinthepolitical
subdivision.PursuanttoIndianaCode36-1-15,thevalueoftaxablepropertywithinthepoliticalsubdivisionis
dividedbythreeforthepurposesofthiscalculation.TheCityofCarmeldebtlimit,basedupontheadjusted
value of taxable property, is shown below.
Certified net assessed valuation (Taxes payable in 2016)$6,700,625,433
Times: 2% general obligation debt issue limit2%
Sub-total134,012,509
Divided by 33
General obligation debt issue limit44,670,836
Less: Outstanding general obligation debt including Qualified Obligations 1-13 (1)(33,580,000)
Estimated amount remaining for general obligation debt issuance$11,090,836
TheCityhaspledgedupto$650,000ofitsannualshareofCountyOptionIncomeTaxtothepaymentof
(1)
debtserviceontheHamiltonCountyRedevelopmentDistrictTaxIncrementRefundingRevenueBonds
of2015.Includesaportionoftheoutstandingprincipalequaltotheproportionofthepledgedannual
COIT to the total annual debt service.
CARMEL STORM WATER DISTRICT DEBT LIMIT
Theamountofspecialbenefitstaxdebtastormwaterdistrict(asaspecialtaxingdistrict)intheStateofIndiana
canincuriscontrolledbythestatutorydebtlimit,whichisanamountequalto8%ofthevalueoftaxable
propertywithinthestormwaterdistrict.PursuanttoIndianaCode8-1.5-5-21,thevalueoftaxableproperty
withinthestormwaterdistrictisdividedbythreeforthepurposesofthiscalculation.TheCarmelStormWater
District debt limit, based upon the adjusted value of taxable property, is shown below.
Certified net assessed valuation (Taxes payable in 2016)$6,700,625,433
Times: 8% special taxing district debt issue limit8%
Sub-total536,050,035
Divided by 33
Special taxing district debt issue limit178,683,345
Less: Outstanding special benefits tax debt including Qualified Obligation 17(30,720,000)
Estimated amount remaining for special benefits tax debt issuance$147,963,345
A-12
SCHEDULE OF HISTORICAL NET ASSESSED VALUATION
(As Provided by the Hamilton County Auditor's Office)
Year PersonalTotal
PayableReal EstateUtilitiesPropertyTaxable Value
2011$4,927,632,012(1)$34,220,060$392,618,914$5,354,470,986
20125,952,884,868(2)34,827,030395,886,1596,383,598,057
20135,784,125,97439,341,620367,158,2216,190,625,815
2014(3)5,832,715,25040,462,700393,247,6476,266,425,597
20156,040,026,08242,234,990367,520,8096,449,781,881
2016(4)6,700,625,433
(1)AccordingtotheCountyAuditor'soffice,netassessedvaluesdecreasedfrom2010
due to appeals and trending.
(2)Increase due to the annexation of Clay Township beginning in 2012.
(3)Representsresultsofgeneralreassessment.Changesinassessedvaluesofreal
propertyoccurperiodicallyasaresultofgeneralreassessmentsscheduledbytheState
legislature,aswellaswhenchangesoccurinthepropertyvalueduetonew
constructionordemolitionofimprovements.BeforeJuly1ofeveryfourthyear,
countyassessorswillprepareandsubmittotheDLGFareassessmentplanforeach
county.TheDLGFmustcompleteitsreviewandapprovalofthereassessmentplan
beforeMarch1oftheyearfollowingtheyearinwhichthereassessmentplanis
submittedbythecounty.Thereassessmentplanmustdivideallparcelsofreal
propertyinthecountyintofour(4)differentgroupsofparcels.Eachgroupofparcels
mustcontainapproximatelytwenty-fivepercent(25%)oftheparcelswithineach
classofrealpropertyinthecounty.Allrealpropertyineachgroupofparcelsshallbe
reassessed under the county's reassessment plan once during each four (4) year cycle.
(4)Certified Net Assessed Valuation
NOTE:Netassessedvaluationsrepresenttheassessedvaluelesscertaindeductionsfor
mortgages, veterans, the aged and the blind, as well as tax-exempt property.
Realpropertyisvaluedforassessmentpurposesatitstruetaxvalueasdefinedinthe
RealPropertyAssessmentRule,50IAC2.4,the2011RealPropertyAssessment
Manual,asincorporatedinto50IAC2.4,andthe2011RealPropertyAssessment
Guidelines,asadoptedbytheDepartmentofLocalGovernmentFinance.Inthecase
ofagriculturalland,truetaxvalueisthevaluedeterminedinaccordancewiththe
GuidelinesadoptedbytheDLGFandIC6-1.1-4-13.Inthecaseofallotherreal
property,truetaxvalueisdefinedas"Themarketvalue-in-useofapropertyforits
currentuse,asreflectedbytheutilityreceivedbytheownerorbyasimilaruser,from
the property."
Realpropertyassessmentsareannuallyadjustedtomarketvaluebasedonsalesdata.
Theprocessofadjustingrealpropertyassessmentstoreflectmarketvalueshasbeen
termed "trending" by the DLGF.
TheManualpermitsassessingofficialsineachcountytochooseanyacceptablemass
appraisalmethodtodeterminetruetaxvalue,takingintoconsiderationtheeaseof
administrationandtheuniformityoftheassessmentsproducedbythatmethod.The
Guidelineswereadoptedtoprovideassessingofficialswithanacceptableappraisal
method,althoughtheManualmakesitclearthatassessingofficialsarefreetoselect
fromanynumberofappraisalmethods,providedthattheyproduceaccurateand
uniformvaluesthroughoutthejurisdictionandacrossallclassesofproperty.The
ManualspecifiesthestandardsforaccuracyandvalidationthattheDLGFusesto
determine the acceptability of any alternative appraisal method.
A-13
DETAIL OF NET ASSESSED VALUATION
Assessed 2014 for Taxes Payable in 2015
(As Provided by the Hamilton County Auditor's Office)
City ofCarmel -Carmel-
CarmelCounty TIFWashington Twp.Total
(1)
Gross Value of Land$2,980,143,247$62,562,900$3,708,000$3,046,414,147
Gross Value of Improvements8,105,532,153170,829,70024,172,8008,300,534,653
Total Gross Value of Real Estate11,085,675,400233,392,60027,880,80011,346,948,800
Less:Mortgage Exemptions, Veterans, Blind
Age 65 & Other Exemptions(3,489,517,390)(2,960,480)(3,492,477,870)
Tax Exempt Property(196,255,182)(31,530,551)(227,785,733)
TIF(1,393,026,861)(193,632,254)(1,586,659,115)
Net Assessed Value of Real Estate6,006,875,9675,269,31527,880,8006,040,026,082
Business Personal Property464,003,280197,740464,201,020
Less:Deductions(96,680,211)(96,680,211)
Net Assessed Value of Personal
Property367,323,0690197,740367,520,809
Net Assessed Value of Utility Property42,128,050106,940042,234,990
Total Net Assessed Value$6,416,327,086$5,376,255$28,078,540$6,449,781,881
(1) County TIF Areas were established prior to City annexation.
A-14
COMPARATIVE SCHEDULE OF CERTIFIED TAX RATES
Per $100 of Net Assessed Valuation
Year Taxes Payable
20122013201420152016
Detail of Certified Tax Rate:
General$0.5284$0.5459$0.5381$0.5088$0.5745
M.V.H.0.10800.12680.12490.16430.1701
Cumulative Capital Dev.0.02640.02800.02760.02760.0486
Lease Rental Payment
Redevelopment Bond0.01600.01010.0424
Totals$0.6788$0.7007$0.7007$0.7007$0.8356
Total District Certified Tax Rate (1)
City of Carmel$1.8996$2.0251$2.0053$1.9569$2.0706
City of Carmel - TIF (2)$1.7396$1.8651$1.8453$1.7969$1.9106
Carmel County TIF (3)$1.8996$2.0251$2.0053$1.9569$2.0706
Carmel - Washington Twp.$2.9143$2.9530$2.9892$2.9739$2.9063
Carmel - Abated (4)$1.3905$1.6755$1.8302
(1)Includes certified tax rates of overlapping taxing units.
(2)Perrecentlegislation,theadditionalpropertytaxesfornewdebtoroperatingleviesapproved
afterApril30,2010imposedbyavoterreferendum,willnotbeincludedinTaxIncrement
calculations.Beginningwithtaxpayableyear2012andthereafter,thetaxratewasreducedto
excludetheCarmelSchoolsadditionaloperatinglevyapprovedbyreferendumonMay4,
2010.
(3)Applies to the county established TIF areas annexed by the City of Carmel.
(4)Applies to the Clay Township area annexed by the City of Carmel.
Source: DLGF Certified Budget Orders for the City.
A-15
PROPERTY TAXES LEVIED AND COLLECTED
Certified
Taxes Levied
CertifiedNet ofCollected asCollected as
CollectionTaxesCircuit BreakerCircuit BreakerTaxesPercent ofPercent of
YearLeviedTax CreditTax CreditCollectedGross LevyNet Levy
(1)
2011$35,993,200($680,904)$35,312,296$34,398,70295.57%97.41%(2)
2012(3)37,550,513(270,161)37,280,35237,327,96199.41%100.13%
2013(3)38,702,694(1,119,257)37,583,43738,079,63298.39%101.32%
2014(3)41,149,067(1,105,727)40,043,34040,554,75798.56%101.28%
201545,416,367(1,132,485)44,283,88244,060,28297.01%99.50%
Source: The Hamilton County Auditor's Office and the DLGF Certified Budget Orders for the City.
(1) Circuit Breaker Tax Credits allocable to the City per the DLGF and Hamilton County Abstracts.
(2) Low collections due to unpaid taxes, penalties and refunds per the Hamilton County Auditor's office.
(3)BasedonAbstractlevyduetoadjustmentmadeforthephase-inannexationofClayTownshippertheHamilton
County Auditor's office.
IndianaCode6-1.1-20.6providestaxpayerswithataxcreditforallpropertytaxesinanamountthatexceedsthegross
assessedvalueofrealandpersonalpropertyeligibleforthecredit(“CircuitBreakerTaxCredit”).Forpropertyassessedas
ahomestead(asdefinedinIC6-1.1-20.9-1),theCircuitBreakerTaxCreditwastheamountbywhichthepropertytaxes
attributabletothehomesteadexceeded2%ofthegrossassessedvalueofthehomestead,beginningwithpropertytaxesfirst
dueandpayablein2008.Thefollowingyear,theIndianaGeneralAssemblyexpandedthesetaxcredits.Fortaxespayable
in2009,propertytaxesforhomesteadswerelimitedto1.5%ofthegrossassessedvalueofthehomestead;propertytaxes
foragricultural,otherresidentialpropertyandlongtermcarefacilitieswerelimitedto2.5%oftheirgrossassessedvalue;
and property taxes for all other real and personal property were limited to 3.5% of gross assessed value.
Effectivewithpropertytaxespayablein2010,propertytaxesforresidentialhomesteadsarelimitedto1.0%ofthegross
assessedvalueofthehomestead;propertytaxesforagricultural,otherresidentialpropertyandlongtermcarefacilitiesare
limitedto2.0%oftheirgrossassessedvalue;andpropertytaxesforallotherrealandpersonalpropertyarelimitedto3.0%
ofgrossassessedvalue.Additionalpropertytaxlimitshavebeenmadeavailabletocertainseniorcitizens.School
corporationsareauthorizedtoimposeareferendumtaxlevytoreplacepropertytaxrevenuethattheschoolcorporation
willnotreceiveduetotheCircuitBreakerTaxCredit.Otherpoliticalsubdivisionsmaynotincreasetheirpropertytax
levyorborrowmoneytomakeupforanypropertytaxrevenueshortfallduetotheapplicationoftheCircuitBreakerTax
Credit.
TheStatutecategorizespropertytaxesleviedtopayDebtServiceObligationsas"protectedtaxes,"regardlessofwhether
thepropertytaxeswereapprovedatareferendum,andallotherpropertytaxesas"unprotectedtaxes."Thetotalamountof
revenuetobedistributedtothefundforwhichtheprotectedtaxeswereimposedshallbedeterminedwithoutapplyingthe
CircuitBreakerTaxCredit.TheapplicationoftheCircuitBreakerTaxCreditmustreduceonlytheamountofunprotected
taxesdistributedtoafund.Thepoliticalsubdivisionmayallocatethereductionbyusingacombinationofunprotected
taxesofthepoliticalsubdivisioninthosetaxingdistrictsinwhichtheCircuitBreakerCreditcausedareductionin
protected taxes. The tax revenue and each fund of any other political subdivisions must not be affected by the reduction.
A-16
LARGE TAXPAYERS
The following is a list of the ten largest taxpayers located within the City.
Percent of
2014/2015Total
Net AssessedNet Assessed
NameType of BusinessValuation (1)Valuation (2)
Duke Weeks Realty/Duke Realty Ltd./Office complex management $178,845,0462.77%
Duke Realty Services, LP companies
Clarian Health North LLCHealth care facilities/medical 160,448,2002.49%
office buildings
Clay Terrace Partners, LLCOutdoor mall80,973,8701.26%
Washington National Life Insurance Life Insurance holding62,530,0000.97%
Co., formerly Bankers National company
Life Insurance
Carmel Indy Properties LLCOffice buildings49,263,8000.76%
Carmel Lofts LLCMixed use, retail and apartments47,678,7600.74%
IP9 Meridian InvestorsOffice buildings38,794,5000.60%
Midcontinent Independent SystemElectric power transmission38,154,7700.59%
Operator, Inc.
Providence HUD LLCApartments33,509,4200.52%
Technology Center Assoc LTD/ REIOffice complexes30,260,4000.47%
Investments/Fidelity Office Bldgs/
North Penn Associates
Totals$720,458,76611.17%
(1)Locatedinataxincrementallocationarea;therefore,alloraportionofthetaxesarecapturedasTIFandnot
distributed to individual taxing units.
(2)ThetotalnetassessedvaluationoftheCityis$6,449,781,881fortaxespayablein2015,accordingtotheHamilton
County Auditor's office.
Source:CountyAuditor'sofficeandtheDLGF.IndividualparceldataissubmittedbytheCountyAuditortotheDLGF
once a year for preparation of the county abstract.
A-17
Note:ThefollowingfinancialstatementsonpagesA-18-A-23areexcerptsfromtheCity's2012and2013auditreports
and2014examinationreportoftheIndianaStateBoardofAccounts.Consequently,theseschedulesdonot
includealldisclosuresrequiredbygenerallyacceptedaccountingprinciples.Completeauditswillbefurnished
upon request. Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
CITY OF CARMEL
STATEMENT OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES -
REGULATORY BASIS
For The Year Ended December 31, 2012
BeginningEnding
BalanceBalance
1/1/2012ReceiptsDisbursements12/31/2012
General$2,827,699$69,052,706$69,425,473$2,454,932
Motor Vehicle Highway1,058,14912,679,95911,032,9682,705,140
Local Road And Street1,962,1571,090,634995,4422,057,349
Throughfare Fund729,508454,268700,000483,776
Economic Fund53,31210,04025,00038,352
Housing Authority58,5375358,590
User Fee Fund97,390101,46272,947125,905
Clerk's Record Perpetuation79,55523,2737,61595,213
Deferral Fund532,91871,97845,176559,720
Rainy Day6,457,5692,505,7528,963,321
Hazardous Material Response Fund7,52977,536
Cumulative Capital Development2,260,8721,591,680836,9083,015,644
Parks Capital688,643623689,266
Cumulative Capital Improvement568,363324,736166,006727,093
Police Pension Fund3,860,899535,9592,012,2532,384,605
Fire Pension Fund4,794,304600,2792,666,0072,728,576
Judicial Salary Fees38,81051,58590,395
Illinois St Construction Fund0700,178700,178
Drug Task Force618,521190,817220,922588,416
Fire Gift Fund16,36217,48428,1205,726
Parks Gift Fund53,5882,5906,46249,716
Ambulance Fund531,604954,720785,760700,564
Grant Fund547,199176,874149,577574,496
Police Gift35,11518,43814,75338,800
DNR/Tree City50,1784550,223
Court Interpreter Fund4,955541,5803,429
Community Relations Gift Fund3,24121,2755,16919,347
Public Defenders Fund1,7995011,2721,028
Redevelopment Commission23,305158,96614,354
Crc Regions Account5,724,39826,450,85328,567,4013,607,850
Carmel City Court175,1142,202,9391,740,792637,261
Parks Program Fund734,7783,429,5772,990,3691,173,986
Parks Monon Fund941,6595,093,7124,526,0401,509,331
Lease Rental Fund3,83043,834
2004 Road Bond14,852963,336978,1871
Cumulative Capital Sewer1,237,586307,110632,347912,349
Park Impact Fee Fund1,094,775964,481154,0501,905,206
Barrett Law Fund66
Civic Square Construction Fund5951596
Old Town/126Th Street457457
Subtotals$37,890,131$130,589,998$128,797,562$39,682,567
(Continued on next page)
A-18
CITY OF CARMEL
(Cont'd)
STATEMENT OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES -
REGULATORY BASIS
For The Year Ended December 31, 2012
BeginningEnding
BalanceBalance
1/1/2012ReceiptsDisbursements12/31/2012
Sub-totals carried forward$37,890,131$130,589,998$128,797,562$39,682,567
Keystone Ave Fund6,298,5272,9543,397,7422,903,739
Health Insurance Fund3,771,41212,281,23612,674,9733,377,675
Workers Comp Fund76,210445,113485,15336,170
Support For The Arts4,8461,325,5481,210,538119,856
Payroll Fund738,55045,065,37545,526,779277,146
Barrett Law Surplus165,457150162165,445
Sewage Works Revenue Bonds018,975,49310,872,1368,103,357
Sewer Operating113,5997,640,0037,688,44365,159
Sewer Depreciating091,84391,8421
Sewer Connection Fund11,408201,081206,7545,735
Sewer Availability Fund0202,963197,5985,365
Sewer Loan SRF00
Wastewater Bond & Interest At Bony1,526,2362,157,6071,233,2082,450,635
Water Construction014,234,03314,234,0330
Water Operating37,32926,439,45526,254,487222,297
Water Bond & Interest1,072,28073,8601,146,140
Water Depreciation0234,814234,8122
Hydrant Meter Deposit Fund35,9902,1751,20036,965
Water Connection174,9512,533,0692,691,41116,609
Water Availability44,4801,543,0461,587,5251
Water Sinking Fund727,3564,703,1724,508,063922,465
Wells Fargo Water Constr73,80173,8010
Totals$52,762,563$268,742,988$261,968,222$59,537,329
Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
A-19
CITY OF CARMEL
STATEMENT OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES -
REGULATORY BASIS
For The Year Ended December 31, 2013
BeginningEnding
BalanceBalance
1/1/2013ReceiptsDisbursements12/31/2013
General$2,454,932$73,229,769$71,979,961$3,704,740
Motor Vehicle Highway2,705,14010,149,0869,920,5842,933,642
Local Road And Street2,057,3501,132,6952,527,735662,310
Throughfare Fund483,776417,005639,463261,318
Economic Fund38,35210,05948,411
Housing Authority58,5908858,678
User Fee Fund125,905117,622110,842132,685
Clerk's Record Perpetuation95,21319,5109,570105,153
Deferral Fund559,72076,68960,223576,186
Rainy Day8,963,32113,5618,976,882
Hazardous Material Response Fund7,5367628,298
Cumulative Capital Development3,015,6441,725,4073,765,895975,156
Parks Capital689,266731230,148459,849
Cumulative Capital Improvement727,093213,280553,972386,401
Police Pension Fund2,384,605514,9672,089,493810,079
Fire Pension Fund2,728,576574,7942,734,728568,642
Judicial Salary Fees90,39544,06514,279120,181
Illinois St Construction Fund700,1783,183,69661,4013,822,473
Drug Task Force588,416143,524169,644562,296
Fire Gift Fund5,72619,09816,6818,143
Parks Gift Fund49,7163,2584,93148,043
Ambulance Fund700,5641,122,6571,034,206789,015
Grant Fund574,49650,522153,015472,003
Police Gift38,80012,17120,49130,480
DNR/Tree City50,2233062650,503
Court Interpreter Fund3,42913,40030
Community Relations Gift Fund19,34784,06241,12862,281
Public Defenders Fund1,0284531,481
Redevelopment Commission14,35426,948,10619,002,8717,959,589
Crc Regions Account3,607,8501,4163,609,2660
Carmel City Court637,2611,922,3912,393,492166,160
Parks Program Fund1,173,9863,607,7723,028,2941,753,464
Parks Monon Fund1,509,3314,873,0864,537,9491,844,468
Lease Rental Fund3,83463,840
Cumulative Capital Sewer912,349720385,311527,758
Park Impact Fee Fund1,905,206816,716843,8971,878,025
Barrett Law Fund66
Civic Square Construction Fund5965960
Old Town/126Th Street4571458
Keystone Ave Fund2,903,7393,2952,665,093241,941
Subtotals$42,586,306$131,033,347$132,608,585$41,011,068
Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
(Continued on next page)
A-20
CITY OF CARMEL
(Cont'd)
STATEMENT OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES -
REGULATORY BASIS
For The Year Ended December 31, 2013
BeginningEnding
BalanceBalance
1/1/2013ReceiptsDisbursements12/31/2013
Sub-totals carried forward$42,586,306$131,033,347$132,608,585$41,011,068
Historic Preservation018,90016,1102,790
Health Insurance Fund3,377,67511,985,56612,091,0183,272,223
Workers Comp Fund36,170270,969307,1390
Support For The Arts119,856740,036842,75617,136
Payroll Fund277,14644,637,42144,709,101205,466
Barrett Law Surplus165,445250165,695
Sewage Works Revenue Bonds8,103,35751,0824,339,1293,815,310
Sewer Operating65,1599,242,0849,286,85520,388
Sewer Depreciating1229,455229,4560
Sewer Connection Fund5,735410,849234,393182,191
Sewer Availability Fund5,365118,6823,156120,891
Wastewater Bond & Interest At BONY2,450,6351,763,9771,414,2382,800,374
Water Operating222,29725,138,84125,341,88019,258
Water Bond & Interest1,146,14080,5741,226,714
Water Depreciation2225,994225,9960
Hydrant Meter Deposit Fund36,9652,72550039,190
Water Connection16,6092,111,1622,127,68190
Water Availability13,027,1943,027,18213
Water Sinking Fund922,4654,265,7104,860,419327,756
Totals$59,537,329$235,354,818$241,665,594$53,226,553
Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
A-21
CITY OF CARMEL
STATEMENT OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES -
REGULATORY BASIS
For The Year Ended December 31, 2014
BeginningEnding
BalanceBalance
1/1/2014ReceiptsDisbursements12/31/2014
General$3,704,740$72,310,655$71,466,360$4,549,035
Motor Vehicle Highway2,933,64212,332,84912,574,1412,692,350
Local Road And Street662,3101,171,9401,406,631427,619
Throughfare261,318192,6579,021444,954
Economic48,4115048,461
Housing Authority58,6786158,739
User Fee132,685107,626102,265138,046
Clerk's Record Perpetuation105,15320,3281,761123,720
Deferral576,186105,89694,929587,153
Rainy Day8,976,882228,981730,4888,475,375
Hazardous Material Response8,2984,89613,194
Levy Excess0567567
Cumulative Capital Development975,1561,779,3682,592,001162,523
Parks Capital459,849478922459,405
Cumulative Capital Improvement386,401209,761576,55119,611
Police Pension810,079513,4901,174,898148,671
Fire Pension568,642555,3831,092,92531,100
Judicial Salary Fees120,18144,736164,917
Illinois St Construction3,822,473275,3581,896,1032,201,728
2004 Road Bond0663,759659,3904,369
Historic Preservation2,79312,7940
Drug Task Force562,296227,862230,037560,121
Fire Gift8,14324,68523,2719,557
Parks Gift48,0435,4776,21447,306
Ambulance789,0151,047,0931,009,302826,806
Grant472,003114,049374,568211,484
Police Gift30,4802,02011,77620,724
DNR/Tree City50,50361351,116
Court Interpreter301545
Community Relations Gift62,281135,80777,099120,989
Public Defenders1,4811261,607
Redevelopment Commission7,959,58929,648,66828,747,7268,860,531
Carmel City Court166,1601,995,1011,971,032190,229
Parks Program1,753,4643,651,1593,319,7652,084,858
Parks Monon1,844,4684,805,2834,752,4021,897,349
Lease Rental3,84043,844
Cumulative Capital Sewer527,758533242,734285,557
Park Impact Fee1,878,0251,146,0891,283,6761,740,438
Barrett Law66
Old Town/126th Street4581459
Keystone Ave241,941159,785235,170166,556
Subtotals$41,013,861$133,483,210$136,665,952$37,831,119
Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
(Continued on next page)
A-22
CITY OF CARMEL
(Cont'd)
STATEMENT OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES -
REGULATORY BASIS
For The Year Ended December 31, 2014
BeginningEnding
BalanceBalance
1/1/2014ReceiptsDisbursements12/31/2014
Sub-totals carried forward$41,013,861$133,483,210$136,665,952$37,831,119
Health Insurance3,272,22311,487,61813,209,7231,550,118
Workers Comp0438,529301,471137,058
Support For The Arts17,136632,353632,33517,154
Payroll205,46647,916,18748,011,750109,903
Barrett Law Surplus165,695173165,868
Sewage Works Revenue Bonds3,815,3118,6553,597,504226,462
Sewer Operating20,3889,204,4479,222,1522,683
Sewer Depreciating0245,614245,6131
Sewer Connection182,191688,447868,8741,764
Sewer Availability120,89188,925208,862954
Wastewater Bond & Interest at BNY2,800,3741,750,7931,866,8122,684,355
Water Operating19,25824,351,31825,736,561(1,365,985)
Water Bond & Interest1,226,71473,8591,300,573
Water Depreciation0327,435327,4350
Hydrant Meter Deposit39,1901,73527540,650
Water Connection903,065,2602,106,540958,810
Water Availability13848,9902,196,946(1,347,943)
Water Sinking327,7564,768,0875,095,424419
Non-Reverting Storm Water88,51288,512
Totals$53,226,557$239,470,147$250,294,229$42,402,475
Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
A-23
ThefollowingschedulesonpageA-24-A-27containlimitedandunauditedfinancialinformationwhichispresentedsolely
forthepurposeofconveyingastatementofcashandinvestmentbalancesfortheCity.Consequently,theseschedulesdo
notincludealldisclosuresrequiredbygenerallyacceptedaccountingprinciples.Currentreportsareavailableat
https://gateway.ifionline.org/report_builder/.
CITY OF CARMEL
STATEMENT OF RECEIPTS AND DISBURSEMENTS
(Unaudited)
BeginningEnding
BalanceBalance
1/1/2015ReceiptsDisbursements12/31/2015
General$4,549,035$73,524,624$73,225,707$4,847,952
Carmel City Court190,2291,973,8122,008,094155,947
Payroll Fund109,90348,998,47148,925,135183,239
Ambulance Fund826,8061,153,9871,463,834516,959
Parks Capital459,405726399459,732
Park Impact Fee Fund1,740,4382,295,428207,9813,827,885
Hazardous Material Response Fund13,1942113,215
Parks Program Fund2,084,8584,129,1753,623,3992,590,634
Parks Monon Fund1,897,3495,557,1405,026,9682,427,521
Parks Facilities Fund038,63827,52511,113
Motor Vehicle Highway2,692,35014,506,61013,470,5083,728,452
Local Road And Street427,6191,251,4851,010,772668,332
Cumulative Capital Improvement19,611198,98434,710183,885
Cumulative Capital Sewer285,557480286,037
Deferral Fund587,153106,080156,988536,245
User Fee Fund138,046118,08894,455161,679
Cumulative Capital Development162,5231,918,2111,764,704316,030
Illinois St Construction Fund2,201,72887,8831,335,985953,626
Barrett Law Fund66
Barrett Law Surplus165,868231166,099
MIHP Fund050,00817,00033,008
Health Insurance Fund1,550,11812,315,24411,389,0172,476,345
Workers Comp Fund137,058425,996354,699208,356
Lease Rental Fund3,84463,850
2004 Road Bond Fund4,36974,376
Old Town/126th Street4591459
DNR/Tree City51,11611,71462,831
Clerk's Record Perpetuation123,72030,3493,654150,415
Court Interpreter Fund451560
Support For The Arts17,154700,030698,05019,134
Public Defenders Fund1,6071,8223,430
Judicial Salary Fees164,91744,97411,757198,134
Police Pension Fund148,671534,286535,109147,848
Fire Pension Fund31,100562,315553,94739,468
Fire Gift Fund9,55735,07119,95424,675
Police Gift20,72419,15915,18324,700
Parks Gift Fund47,30624,39526,16645,534
Community Relations Gift Fund120,98993,486132,48281,993
Grant Fund211,4843,069,7583,527,450(246,209)
Redevelopment Commission8,860,53122,573,34028,903,6162,530,255
Economic Fund48,4617748,538
Housing Authority58,7399358,832
Subtotals$30,163,648$196,352,219$198,565,247$27,950,620
(Continued on next page)
A-24
CITY OF CARMEL
(Cont'd)
STATEMENT OF RECEIPTS AND DISBURSEMENTS
(Unaudited)
BeginningEnding
BalanceBalance
1/1/2015ReceiptsDisbursements12/31/2015
Subtotals Carried Forward$30,163,648$196,352,219$198,565,247$27,950,620
Drug Task Force560,121222,929204,528578,521
Rainy Day8,475,37513,38168,4338,420,322
Throughfare Fund444,95468,945513,898
Keystone Ave Fund166,556144,383122,424188,515
Levy Excess Fund5675670
Wastewater Bond & Interest at BONY2,684,3552,003,0611,919,7862,767,630
Sewage Works Revenue Bonds226,46294226,5551
Sewer Operating2,6839,427,8409,149,614280,909
Sewer Depreciating1595,368595,3680
Sewer Connection Fund1,764679,524476,815204,472
Sewer Availability Fund954309,841310,101695
Water Operating(1,365,985)27,958,35530,092,449(3,500,078)
Hydrant Meter Deposit Fund40,6502,0257542,600
Water Depreciation0332,083332,0830
Water Bond & Interest1,300,57380,5741,381,147
Water Sinking Fund4195,319,4895,319,85059
Water Connection958,8103,239,3971,589,1492,609,057
Water Availability(1,347,943)615,7751,254,362(1,986,530)
Non Reverting Storm Water88,5122,970,618949,9272,109,203
Totals$42,402,476$250,335,902$251,177,336$41,561,042
A-25
CITY OF CARMEL
DETAIL OF GENERAL FUND RECEIPTS AND DISBURSEMENTS
(Unaudited)
Receipts:
Taxes and Intergovernmental:
General Property Taxes$32,636,213
County Option Income Tax (COIT)28,585,760
Food and Beverage Tax1,817,123
ABC Excise Tax Distribution48,395
Casino/Riverboat Distribution469,121
Cigarette Tax Distribution54,247
Financial Institution Tax distribution16,077
Vehicle/Aircraft Excise Tax Distribution3,331,256
Commercial Vehicle Excise Tax Distribution (CVET)18,688
ABC Gallonage Tax Distribution165,962
Federal and State Grants and Distributions - Public Safety 20,238
Licenses and Permits:
Planning, Zoning, and Building Permits and Fees2,112,079
Cable TV Licenses695,724
Other Licenses and Permits - Solicitor's License641
Other Licenses and Permits - Alarm Permits3,220
Other Licenses and Permits - Private Traffic Permits3,824
Charges for Services:
Document and Copy Fees2,833
Fire Protection Contracts and Service Fees834,401
Park and Recreation Receipts900,268
Rental of Property2,300
Other Charges for Services, Sales, and Fees - Cell Phone Tower Rental66,692
Fines, Forfeitures and Fees:
Court Costs and Fees644,609
Other Receipts:
Earnings on Investments and Deposits1,342
Sale of Capital Assets933
Refunds and Reimbursements663,309
Payroll Fund and Clearing Account Receipts1,084
Transfers In - Transferred from Another Fund567
Other Receipts - Other Misc30,033
Other Receipts - Prior Year Cancelled Checks10
Other Receipts - Insurance Reimbursements48,145
Other Receipts - Reimbursement from CRC349,530
Receipts$73,524,624
(Continued on next page)
A-26
CITY OF CARMEL
(Cont'd)
DETAIL OF GENERAL FUND RECEIPTS AND DISBURSEMENTS
Disbursements:
Clerk-Treasurer$862,813
Mayor659,286
Board of Public Works & Safety9,284,167
Administration2,048,927
Personnel368,557
City/Town Court (City Judge/Judge)684,895
Law Department726,064
Community Services2,597,026
Communications Department (Radio-Phones-Dispatch)2,480,371
Public Affairs1,767,669
Fire Department21,687,316
Police Department (Town Marshall)17,763,062
Redevelopment310,366
Parks2,716,864
Golf1,110,347
Information Technology1,424,874
Common Council3,552,034
City Property Maintenance422,815
Building Operations2,465,173
Other293,081
Disbursements73,225,707
Net increase298,917
Beginning balance4,549,035
Ending balance$4,847,952
A-27
APPENDIX B
April 20, 2016
The City of Carmel Local Public
Improvement Bond Bank
rd
Carmel City Hall, 3Floor
One Civic Square
Carmel, Indiana46032
In connection with the issuance of $214,455,000principal amount ofThe City of Carmel Local
Public Improvement Bond BankMultipurposeBonds, Series 2016,we have prepared this special
purpose report including the following schedules for inclusion in the FinalOfficial Statement
dated April 20, 2016.
Page(s)
B-4-B-30General Comments
Bond BankBonds
B-31Aggregate Sources and Uses
B-32Amortization of $214,455,000Principal Amount of
Multipurpose Bonds, Series 2016
B-33IllustrativeDebt ServiceTax Rate
B-34Combined Qualified Obligations Net Debt Service
Qualified Obligations1 through 13
B-35Sources and Uses
B-36Amortization of $1,214,000 Principal Amount of
General Obligation Bonds, Series 2016A
B-37Amortization of $1,089,000 Principal Amount of
General Obligation Bonds, Series2016B
B-38Amortization of $1,633,000 Principal Amount of
General Obligation Bonds, Series 2016C
B-39Amortization of $1,373,000 Principal Amount of
General Obligation Bonds, Series 2016D
B-40Amortization of $1,599,000 Principal Amount of
General Obligation Bonds, Series 2016E
B-41Amortization of $1,577,000 Principal Amount of
General Obligation Bonds, Series 2016F
B-42Amortization of $1,373,000 Principal Amount of
General Obligation Bonds, Series 2016G
B-43Amortization of $1,577,000Principal Amount of
General Obligation Bonds, Series 2016H
B-44Amortization of $1,426,000 Principal Amount of
General Obligation Bonds, Series 2016I
The City of Carmel Local Public
Improvement Bond Bank
April 20, 2016
Page(s)
B-45Amortization of $1,513,000 Principal Amount of
General Obligation Bonds, Series 2016J
B-46Amortization of $1,394,000 Principal Amount of
General Obligation Bonds, Series 2016K
B-47Amortization of $1,383,000 Principal Amount of
General Obligation Bonds, Series 2016L
B-48Amortization of $1,211,000 Principal Amount of
General Obligation Bonds, Series 2016M
B-49Estimated Tax Impact
Qualified Obligation 14
B-50Sources and Uses
B-51Amortization of $139,872,000 Principal Amount of
Lease RentalBonds, Series 2016A(Public Infrastructure Projects)
B-52Annual Lease Rental Payments
B-53Combined Debt Service and COIT Comparison
B-54Historical COIT Receipts
Qualified Obligation 15
B-55Sources and Uses
B-56Amortization of $10,337,000 Principal Amount of
Lease RentalBonds, Series 2016B(Economic Development Projects)
B-57Annual Lease Rental Payments
Qualified Obligation 16
B-58Sources and Uses
B-59Amortization of $15,164,000 Principal Amount of
Lease RentalRefunding Bonds, Series 2016C(Energy Center Project)
B-60Annual Lease Rental Payments
B-61Calculation of Net Savings
B-62Comparison of Estimated Revenues and Obligations and Coverage Analysis
Qualified Obligation17
B-63Sources and Uses
B-64Amortization of $30,720,000 Principal Amount of
Storm Water District Bonds, Series 2016
B-65Combined Debt Service and Storm Water Revenue Comparison
B-66Projected Operating Receipts, Operation and Maintenance Disbursements,
Non-Operating Receipts and Debt Service Coverage
The City of Carmel Local Public
Improvement Bond Bank
April 20, 2016
In the preparation of these schedules, assumptions were made as noted regarding certain future
events. As is the case with such assumptions regarding future events and transactions, some or
all may not occur as expected and the resulting differences could be material. We have not
examined the underlying assumptions nor have we audited or reviewed the historical data.
Consequently, we express no opinion or provide any other form of assurance thereon, nor do we
have a responsibility to prepare subsequent reports.
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
The City of Carmel Local Public Improvement Bond Bank(the “Bond Bank”)is issuing
$214,455,000 of its Multipurpose Bonds, Series 2016(the “Bonds”)for the purpose of providing
funds to (a) purchase the Qualified Obligations, as further described herein,and (b) pay the costs
of issuance of the Bonds, together with certain related expenses.A portion of the purchase price
of the Qualified Obligations will be retained by the Bond Bank and applied to the payment of
capitalized intereston the Bonds and costs of issuanceofthe Qualified Obligations, all as more
fully described herein.The City of Carmel(the “City”), the Carmel Redevelopment Authority
(the “Authority”)and the Carmel Storm Water District(the “Storm Water District”)
(collectively, the “Qualified Entities”)will deliver their respective Qualified Obligations to the
Bond Bank simultaneous with the Bond Bank’s delivery of the Bonds to the purchasers thereof.
The proceeds from the sale of the Bonds will be used by the Bond Bank to purchase the
Qualified Obligations. The proceeds from the sale of the Qualified Obligations will be used by
the Qualified Entities to fund various projects in the City, to advance refund outstanding
obligations, to fund certain debt service reservesincluding payment of premiumsfor debt service
reserve fund surety policieswhich will be held byor on behalf ofcertain Qualified Entities as
outlined herein, to fund capitalized interest and to pay issuance expenses.
The Bonds are authorized by a resolution adopted by the Board of Directors of The City of
Carmel Local Public Improvement Bond Bank on March 22,2016, and are issued under and
secured by the Trust Indenturedated as of May1, 2016between the Bond Bank and The
Huntington National Bank, in Indianapolis, Indiana, as trustee, registrar and paying agent(the
“Bond Bank Indenture”).
The Bonds are limited obligations of the Bond Bank payable solely out of the revenues and funds
established and pledged therefor under the Bond Bank Indenture, which includes the revenues
and funds received from the Qualified Entities with respect to the Qualified Obligations.The
Bonds do not constitute a debt, liability, loan of the credit or pledge of the faith and credit of the
State of Indiana(the “State”) or any political subdivision thereof, including any Qualified Entity,
under the constitution andlaws of the State or a pledge of the faith, credit and taxing power of
the City, the State or any political subdivision thereof, including any Qualified Entity. The Bond
Bank has notaxing power. The Bond Bank will notmaintain a debt service reserve fundfor the
Bonds and the provisions of Indiana Code § 5-1.4-5, as amended, will not apply to the Bonds.
(Continued on next page)
B-4
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
The Bonds are secured by debt service payments on the Qualified Obligations. The payments on
the Qualified Obligations have been structured to be sufficient to pay the principal of and interest
on the Bonds when due.Qualified Obligations 1 through 13 are payable from ad valorem
property taxes levied on all taxable property within the City of Carmel. Qualified
Obligations 14 through 16 are payable from a special benefits tax (a form of ad valorem
property tax) levied on all taxable property within the Carmel RedevelopmentDistrict (the
“Redevelopment District”) (the “Redevelopment Special Benefits Tax”). In addition, the
City’s distributive share of the County Option Income Tax (“COIT”) has been pledged to
the payment of Qualified Obligation 14.Qualified Obligation 17 ispayable from a special
benefits tax (a form of ad valorem property tax) levied on all taxable property within the
Carmel Storm Water District (the “Storm Water Special Benefits Tax”). Theboundaries of
the City, the Redevelopment District and the Storm Water District are coterminous.
The Qualified Entities have reserved the right and reasonably expect, but are not required, to pay
the Qualified Obligations from other legally available funds.
Qualified Obligations 1 through 13are, as to all the principal thereof and interest due thereon,
general obligations of the City, payable solely from ad valorem property taxes levied on all
taxable property within the City.
Qualified Obligation 14is payable from lease rental payments tobe made by the Carmel
Redevelopment Commission (the “Commission”)under the terms of theLease Agreement dated
as of January 20, 2016 between the Authority and the Commission(the “Public Infrastructure
Lease”)(the “Public Infrastructure Lease Rentals”).The City has pledged the COIT to the
Commission for the payment of the Public Infrastructure Lease Rentals.The pledge of COIT is
on parity with the prior pledges of COIT to the payment of the following: (i) lease rentals due on
the unrefunded portion of the County Option Income Tax Lease Rental Revenue Bonds, Series
2006; (ii) debt service due on the Taxable County Option Income Tax Revenue Refunding
Bonds, Series 2006; (iii) lease rentals due on the County Option Income Tax Lease Rental
Revenue Bonds of 2010; (iv) debt service due on the County Option Income Tax Revenue
Refunding Bonds of 2011; (v) lease rentals due on the County Option Income Tax Lease Rental
Revenue Refunding Bonds, Series 2014A; (vi) lease rentals due on the County Option Income
Tax Lease Rental Revenue Refunding Bonds, Series 2014B; (vii) up to $465,000 annually (as
back-up) to the payment of the Hamilton County Redevelopment Authority Economic
Development Lease Rental Bonds of 2011 (which have been, and are anticipated to be, paid from
th
Tax Increment generated from the 96Street -U.S. 421 Economic Development Area); and
(viii) up to $650,000 annually (as back-up) to the payment of the Hamilton County
Redevelopment District Tax Increment Refunding Revenue Bonds of 2015 (which have been,
and are anticipated to be, paid from Tax Increment generated from the Thomson Economic
Development Area).To the extent that COIT is insufficient, the Commission will levy a special
benefits tax on the Redevelopment District.
(Continued on next page)
B-5
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Qualified Obligation 15is payable from lease rental payments to be made by the Commission
under the terms of the Lease Agreement dated as of January 20, 2016 between the Authority and
the Commission(the “Economic DevelopmentLease”) (the “Economic Development Lease
Rentals”).The Economic Development Lease Rentals are payable from aspecial benefits tax
levied on all taxable property in the Redevelopment District.TheCommission has reserved the
right and reasonably expects, but is not required, to pay such Economic Development Lease
Rentals from any other legally available revenues, including, but not limited to, incremental real
and designated depreciable personal property taxes derived inone or more allocation areas
established within the Redevelopment District(the “Areas”)to be received by the Commission
(the “Tax Increment”) and other legally available revenues of the Commission (collectively, the
th
“CRC Revenues”). The Areas include but are not limited to Amended 126Street, Amended
th
126Street Expansion, Amended Illinois Street, Carmel Drive, City Center, City Center
Expansion, CRC Parcel #12, Downtown EDA 1, Downtown EDA 2, Grand & Main, Hazel Dell
North, Hazel Dell South, Illinois Street, Illinois Street Expansion, Lauth-Walker, Lurie,
Merchants Pointe, Merchants Square, Meridian & Main, Old Meridian, Old Meridian Expansion,
th
Old Methodist, Old Town, Old Town Shoppes, Olivia on Main, 116Street Centre, Parkwood
Crossing, Parkwood East, Proscenium, 2006 Merchants Pointe and Village of West Clay. The
base assessment dates of the Areas range from March 1, 1996 to March 1, 2015.
Qualified Obligation 16is payable from lease rental payments to be made by the Commission
under the terms of the Lease Agreement dated as of January 20, 2016 between the Authority and
the Commission(the “Energy CenterLease”)(the “Energy Center Lease Rentals”).The Energy
Center Lease Rentals are payable from aspecial benefits taxlevied on all taxable property in the
Redevelopment District.TheCommission has reserved the right and reasonably expects, but is
not required, to pay such Energy Center LeaseRentals from CRC Revenues.
(Together, the Public Infrastructure Lease, the Economic Development Lease, and the Energy
Center Lease are referred to herein as the “Authority Leases.”)
Qualified Obligation 17ispayable from the Storm Water Special Benefits Tax. The Storm Water
District has reserved the right and reasonably expects, but is not required, to pay the debt service
on Qualified Obligation 17from available revenues, including, but not limited to, surplus
revenue of the storm water system(the “Storm Water Revenues”).
To the extent that the Storm Water Revenuesapplied to the payment of debt service on Qualified
Obligation 17are not sufficient, the Storm Water District is obligated to levy a special benefits
taxlevied on all taxable property in the StormWater Districtin an amount sufficient to pay debt
service due on Qualified Obligation 17 and to restore the reserve fund requirements under the
storm waterbondresolution to the required amount thereunder. In addition to Qualified
Obligation 17,the City anticipates a future issuance of City of Carmel Storm Water Revenue
Bonds, Series 2016, payable solely from a direct pledge of the Storm Water Revenues.
(Continued on next page)
B-6
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Summary of Qualified Obligations
Qualified Obligations of the City of Carmel:
(1)$1,214,000 of City of Carmel General Obligation Bonds, Series 2016A
(2)$1,089,000 of City of Carmel General Obligation Bonds, Series 2016B
(3)$1,633,000 of City of Carmel General Obligation Bonds, Series 2016C
(4)$1,373,000 of City of Carmel General Obligation Bonds, Series 2016D
(5)$1,599,000 of City of Carmel General Obligation Bonds, Series 2016E
(6)$1,577,000 of City of Carmel General Obligation Bonds, Series 2016F
(7)$1,373,000 of City of Carmel General Obligation Bonds, Series 2016G
(8)$1,577,000 of City of Carmel General Obligation Bonds, Series 2016H
(9)$1,426,000 of City of Carmel General Obligation Bonds, Series 2016I
(10)$1,513,000 of City of Carmel General Obligation Bonds, Series 2016J
(11)$1,394,000 of City of Carmel General Obligation Bonds, Series 2016K
(12)$1,383,000 of City of Carmel General Obligation Bonds, Series 2016L
(13)$1,211,000 of City of Carmel General Obligation Bonds, Series 2016M
Qualified Obligations of the Carmel Redevelopment Authority:
(14)$139,872,000 of City of Carmel Redevelopment Authority Lease RentalBonds,
Series 2016A(Public Infrastructure Projects)
(15)$10,337,000 of City of Carmel Redevelopment Authority Lease RentalBonds,
Series 2016B(Economic Development Projects)
(16)$15,164,000 of City of Carmel Redevelopment Authority Lease RentalRefunding Bonds,
Series 2016C(Energy Center Project)
Qualified Obligations of the Carmel Storm Water District:
(17)$30,720,000 of City of Carmel Storm Water District Bonds, Series 2016
(Continued on next page)
B-7
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Summary of County Option Income Tax(COIT)
Pursuant to Indiana Code § 6-3.5-6, the Hamilton County Income Tax Council(the “Income Tax
Council”)is authorized to impose the COIT for uses described therein. The Income Tax Council
consists of the Hamilton County Council and the fiscal bodies of each city or town that lies either
partially or entirely within Hamilton County(the “County”). The voting power on the Income
Tax Council is allocated on the basis of population. Each unit receives the percentage of votes
that its population bears to the population of the entire County. The percentages are certified
each year by the County Auditor. The Hamilton County Income Tax Council adopted an
ordinance imposing the COIT in 1987 and COIT was first collected in 1988. The County
received its first COIT distribution in 1989.
The COIT is imposed on residents of the County and individuals who maintain their principal
place of business or employment in the County and who do not reside in another county in which
the COIT, County Adjusted Gross Income Tax(“CAGIT”)or County Economic Development
Income Tax(“EDIT”)is in effect.
The COIT is collected by the State of Indiana and deposited in a special account within the State
general fund.
The amount of COIT distributed to the County is based on the actual income tax returns filed by
County taxpayers and processed by the Indiana Department of State Revenue(“DOR”)during
the State fiscal year ending before July 1 of the calendar year in which the determination is
made, adjusted for any refunds of COIT madeduring the State fiscal year. The amount of COIT
to be distributed may also be adjusted to offset any overpayments of COIT made to the County
in prior years, for clerical or mathematical errors, or for tax rate changes. This amount is to be
certified to the CountyAuditor before August 2, and one-twelfth of the certified distribution will
be distributed each month of the ensuing year. The certified distribution is paid from revenues
collected in the year following the certification. If the actual revenue is less than the certified
distribution, this could cause a reduction in certified COIT distributions in future years.
The Hamilton County trust balance represents the income taxes held by the State, which are to be
distributed to all applicable units (cities, towns, townships, libraries and county units) in
Hamilton County. The Trust Balance History Report published by the Indiana State Budget
Agency on September 25, 2015 indicates that the actual COIT balance for Hamilton County at
the end of 2013 was $49,744,772. The estimated balance for 2014 (as of September 25, 2015) is
$55,463,701.
During the 2016 Indiana General Assembly’s legislative session, the Legislature approved a one-
time distribution from the trust fund, which will be attributable to 100% of the balance in each
county’s trust account as of December 31, 2014 (“One Time Distribution”). Before May 1, 2016,
the One Time Distribution will be made to each county auditor who will, then, distribute the
allocation amounts to the applicable units. The Hamilton County Auditor will distribute each
unit’s allocation amount, including the allocation attributable to the City.
(Continued on next page)
B-8
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Summary ofCounty Option Income Tax (COIT)(Cont’d)
Based on preliminary estimates prepared by the Indiana Office of Fiscal and Management
Analysis and distributed by the Association of Indiana Counties on March 22, 2016, Carmel’s
One Time Distribution is estimatedto be $15,374,140. Prior to July 1, 2016, if the State Budget
Agency determines the balance in the County’s trust account exceeds fifty percent (50%) of the
certified distributions to be made in the County in the ensuing year, the State Budget Agency
shall make supplemental distributions to the County.Effective July 1, 2016, if the State Budget
Agency determines the balance in the County’s trust account exceeds fifteen percent (15%) of
the certified distributions to be made in the County in the determining year, the State Budget
Agency shall make a supplemental distribution to the County.
The percentage of revenues to be distributed as distributive shares to the eligible civil taxing
units is based on the ratio of the total property taxes due and payable to the eligible civil taxing
unit during the calendar year to the total property taxes due and payable to all eligible civil
taxing units of the County during the calendar year. The formula calculates the proportion of the
each eligible civil taxing units’property tax collections (with an adjustment based on the amount
of property taxes imposed by the County in 1999 for the County’s welfare fund and welfare
administration fund), less the amount of such property taxes used to pay debt obligations
(includingbond and lease payments) issued after June 30, 2005, plus such eligible civil taxing
units’ previous year’s certified distributions.
Based on the 2016 certified distribution, the City of Carmel is entitled to 23.39% of COIT to be
distributed to the civiltaxing units in the County after any pre-distribution uses. This percentage
may decline if the City’s property tax levy becomes a smaller percentage of the total property tax
levies of all civil taxing units in the County. Other factors could also impact future COIT
revenues and distributive shares.
The County currently has imposed a COIT tax rate of 1.00%, the maximum rate allowed under
current law. The City and the County Income Tax Council have made no representation, are not
obligated, and currently do not have the ability to take any action to increase the rate at which
COIT is imposed in order to provide funds to pay lease rental or debt service payments.
In 2015, the Indiana General Assembly enacted House Enrolled Act 1485(HEA 1485) which
was signed into law on May 6, 2015.Effective January 1, 2017, the system for Local Option
Income Tax (“LOIT”)(including COIT, CAGIT and EDIT) in Indiana will be replaced with a
single local option income tax (which has been codified under in Indiana Code § 6-3.6).Indiana
Code § 6-3.6 specifically states that, notwithstanding the replacement of COIT with a single
local income tax in 2017: (a) a pledge of COIT revenues to lease rentals due under a lease
executed prior to January 1, 2017 remains binding and enforceable for so long as such rentals
due under a lease remain unpaid, and (b) the rights, duties, obligations, proceedings and
liabilities accrued before January 1, 2017 related to a pledge of COIT revenues continue and
shall be imposed and enforced underprior law.
(Continued on next page)
B-9
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Summary of TaxIncrement
Tax Increment consists of the tax proceeds attributable to real property and designated
depreciable personal property assessed value within the Areas, as of the assessment date, in
excess of the base assessed value as defined in Indiana Code § 36-7-14-39(a). The base assessed
value means the net assessed value of all the property in the allocation area as finally determined
for the assessment date immediately preceding the effective date of a declaratory resolution
adopted pursuant to Indiana Code § 36-7-14-39 establishing the allocation area. The Department
of Local Government Finance(“DLGF”)is required to adjust the base net assessed value after a
general reassessment of property and after each annual trending of property values for the
purpose of neutralizing the effects on Tax Increment.
The incremental assessed values are determined by subtracting the base net assessed values from
the current net assessed values as of the assessment dates. The incremental assessed values are
then multiplied by the current property tax rate to determine the Tax Increment. After property
taxes are paid to the County Treasurer on or before each May 10 and November 10, such taxes
are paid over to the County Auditor who, based on previous year’s certification, pays the portion
of property tax receipts which represents Tax Increment into the Allocation Fund on or before
June 30 or December 31.
In 2008, the Indiana General Assembly amended Indiana Code § 6-1.1-21.2 to allow several
methods of replacing lost Tax Increment caused by legislative or administrative changes (to the
extent the changes causeTax Increment to be inadequate to pay debt service and contractual
obligations), including a property tax levy imposed on the Redevelopment District.It is not
currently anticipated that such a shortfall will occur, and, therefore, no such levywas assumed in
the Tax Increment estimates provided in thisreport.
Summary of Storm WaterRevenues
On July 21, 2014, the City established aDepartment of Storm Water Management (the “Storm
Water Department”)by ordinance in accordance with Indiana Code §8-1.5-5. The Storm Water
Department was established to provide for the health, safety, and general welfare of its citizens
through the regulation of non-storm water dischargesthrough the City’s storm water systemto
the maximum extent practicable as required by federal and state law. The Storm Water
Department established methods for controlling the introduction of pollutants into the City of
Carmel municipal storm sewer system (“MS4”)in order to comply with requirements of the
National Pollutant Discharge Elimination System (“NPDES”) program authorized by the 1972
amendments to the Clean Water Act, the Indiana Department of Environmental Management’s
(“IDEM”) Rule 13 (327 IAC 15-13) (“Rule 13”) and the Indiana Department of Environmental
Management’s Rule 5 (327 IAC 15-5).
(Continued on next page)
B-10
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Summary of Storm Water Revenues(Cont’d)
The Storm Water Department is responsible for implementing the City’s storm water
management plan, which details the City’s efforts to comply with its Rule 13 permit. Rule 13
requires the City to implement six storm water control measures, including publiceducation and
outreach, public participation and involvement, illicit discharge detection and elimination,
construction site runoff control, post-construction site runoff control and good housekeeping for
municipal operations. The Storm Water Department was also generally established to manage
the costs of maintaining existing storm water infrastructure, constructing new infrastructure,
addressing local drainage issues and preventing waterway pollution.
The Board of Public Works and Safety of the City serves as the board of directors of the Storm
Water Department and sets the storm water fee rates. The Storm Water Department is
administered by City Engineering Department staff and headed by the City Engineer.
To fund the various costs associated with theStorm Water Department, fees for all properties in
the City were implemented beginning in November of 2014. Such fees were established in
accordance with a storm water rate study. The fee structure, as adopted by ordinance, establishes
a $4.95 monthly feeper single family residence or dwelling, and defined multiplier rates applied
to non-residential and unimproved properties based on impervious area. Such rates and charges
are also subject to a 3% annual cost of living adjustment increase under the rate ordinance
adopted bythe Storm Water District. The Storm Water Department has adopted an
administrative procedures and credit manual, outlining definitions, billing practices, an appeals
process and opportunities for reducing storm water fees on residentialand non-residential
properties.
Though not a part of the City’s utility department(the “Utility Department”), the Storm Water
Department utilizes the Utility Department’s billing system. All property owners within the City
limits receive a storm water utility charge on their City utility bill. Separate bills are generated
for property owners who do not receive a City utility bill. Any late payments are assessed a 10%
late charge and any costs associated with the collection of the payment, including reasonable
attorney’s fees. The City reserves the right to shut off other City services, such as water
distribution, to delinquent payers.
Risks to Bondholders
Prospective investors in the Bonds should be aware that there are risk factors associated with the
Bonds:
(1)The principal of and interest on the Bonds are payable only from debt service payments on
the Qualified Obligations and from the revenues and funds of the Bond Bank pledged
therefor under the Bond Bank Indenture. The Bond Bank has no taxing power. The Bond
Bank will notmaintain a debt service reserve fund for the Bonds.
(Continued on next page)
B-11
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders(Cont’d)
Prospective investors in the Bonds should be aware that there are risk factors associated with the
Qualified Obligationswhich will be acquired by the Bond Bank with a portion of the proceeds of
the Bonds:
(1)Lease Rental Risks:The principal of and interest on Qualified Obligations 14, 15 and 16
are payable only from respective Lease Rentals received by the Trustee on behalf of the
Authority from the Commission pursuant to the respective Authority Leases. The Authority
has no taxing power. The Authority has no source of funds from which to pay debtservice
onQualified Obligations 14, 15 and 16except monies collected from Lease Rentals and
funds held under the respective Authority Indentures(as further defined and described in
this Official Statement). If, for any reason, any of the Leased Premises are damaged or
destroyed and unavailable for use, the Commission would no longer be able to pay Lease
Rentalsunder the respective Authority Lease. However, the Commission and the Authority
have the ability to substitute other existing road improvements for the leased premises
being acquired by the Authority and leased to the Commission under the terms of both the
Public Infrastructure Lease (the “Public Infrastructure Leased Premises”)andthe
Economic Development Lease (the “Economic Development Leased Premises”)of
equivalent value in order to maintain the ability of the Commission to continue to pay the
Public Infrastructure Lease Rentals or Economic Development Lease Rentals. In addition,
the Commission is required by the Energy Center Lease to maintaincasualty insurance, and
rental value insurance in an amount equal to full rental value for a period up to two (2)
years to the extent it is commercially available. The proceeds of any property and/or
casualty insurance claim for the leased premises being acquired by the Authority and leased
to the Commission under the terms of the Energy Center Lease (the “Energy Center Leased
Premises”and, together with the Public Infrastructure Leased Premises and the Economic
Development Leased Premises, the “Leased Premises”)would be used to reconstruct the
Energy Center Leased Premises. To the extent that the damaged or destroyed Leased
Premises is not replaced or repaired or is unavailable for use beyond the period covered by
anyrental value insurance or the respective debt service reserve funds for Qualified
Obligation 15 and Qualified Obligation 16are insufficient or unavailable, the Commission
will be unable to pay the applicable Lease Rentals attributable to the damaged or destroyed
Leased Premises, and the Authority would have insufficient funds to pay debt service on
Qualified Obligations 14, 15 and 16, as applicable.
(Continued on next page)
B-12
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders(Cont’d)
(2)General Risks:Whilethe Redevelopment Special Benefits Tax ispledged to the payment
of the Lease Rentals on Qualified Obligations 14, 15 and 16, the Commission intendsto
paythe Public Infrastructure Lease Rentals with pledged COIT and other legally available
revenue and pay the Economic Development Lease Rentals and Energy Center Lease
Rentals with Tax Increment and other legally available revenues. The Tax Increment and
other legally available revenues are not pledged to the payment of the respective Lease
Rentals, and there can be no assurance that in the future they will not be pledged to another
obligation, or that they will be available to pay the respective Lease Rentals with respect to
Qualified Obligations14, 15 and 16.
Whilethe Storm Water Special Benefits Tax is pledged to the payment of the debt service
on Qualified Obligation 17, the Storm Water District intendsto pay debt service on
Qualified Obligation 17with Storm Water Revenues and other legally available revenues.
The Storm Water Revenues and other legally available revenues are not pledged to the
payment of debt service, and there can be no assurance that in the future they will not be
pledged to another obligation, or that they will be available to pay Qualified Obligation 17.
In fact, the City intends to issue Storm Water Revenue Bonds in 2016, which Bonds will be
secured by a direct pledge of the Storm Water Revenues.
(3)Risks Associated with Ad Valorem Property Taxes and the Special Benefits Tax Revenues:
There are risk factors associated with ad valorem property taxes, the Redevelopment
Special Benefits Tax and the Storm Water Special Benefits Tax:
(a)Tax Collection. In the event of delayed billing, collectionor distribution by the County
Auditor of ad valorem property taxes, including those levied on all taxable property
within the City, the Redevelopment Special Benefits Tax levied on the Redevelopment
District and the Storm Water Special Benefits Tax leviedon the Storm Water District,
sufficient funds may not be available to(i) the City in time to pay debt service on
Qualified Obligations 1-13 when due, (ii)the Commissionin time to pay the respective
Lease Rentals under the Authority Leases when due, or (iii) the Storm Water District in
time to paydebt serviceon Qualified Obligation 17when due. This risk is inherent in
all property tax-supported obligations.
For Qualified Obligation 15, Qualified Obligation 16 and Qualified Obligation 17, the
respective debt service reserve funds established will help to mitigate this timing risk,
but do not eliminate it. The respective debt service reserve funds for Qualified
Obligation 15, Qualified Obligation 16 and Qualified Obligation 17will be held byThe
Huntington National Bank (the “Trustee”)under separate instrumentson behalf of the
Authorityandthe Storm Water District. No debt service reserve fund will be
established under the Bond Bank Indenture or otherwise held on behalf of the Bond
Bank.Furthermore, no debt service reserve fund will be established by the City or the
Authority for Qualified Obligations 1 through 14.
(Continued on next page)
B-13
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders(Cont’d)
(b)Circuit Breaker Tax Credit. If applicable, a tax credit for all property taxes in an
amount that exceeds the gross assessed value of real and personal property eligible for
the credit (the “Circuit Breaker Tax Credit”)will result in a reduction of property tax
collections for each political subdivision in which the Circuit Breaker Tax Credit is
applied. A political subdivision may not increase its property tax levy or borrow money
to make up for any property tax revenue shortfall due to the application of the Circuit
Breaker Tax Credit.
Indiana Code § 6-1.1-20.6-10 requires political subdivisions to fully fund any levies for
the payment of outstanding debt service or lease rental obligations regardless of any
reductionin property tax collections due to the application of the Circuit Breaker Tax
Credit. If property tax collections are insufficient to fully fund debt service or lease
rental levies due to the Circuit Breaker Tax Credit, political subdivisions must use non-
property tax revenues or revenues from property tax levies for other funds (including
operating) to offset revenue loss to the debt service fund.
Indiana Code § 6-1.1-20.6-9.8 further provides that property taxes imposed by a
political subdivision to pay for debt service obligations of a political subdivision
(including lease rental payments on leases) are “protected taxes.” The total amount of
protected taxes will be allocated to the fund for which they were imposed as if no
Circuit Breaker Tax Creditwere granted and any loss in revenue resulting from any
applicable Circuit Breaker Tax Credit will reduce only other“unprotected taxes.”
Indiana Code § 6-1.1-20.6-10 also provides that if property tax revenues are not
sufficient to pay debt service on bonds or leases payable from property taxes, the State
must, upon being notified of the failure by a claimant,intercept otherwise available
local income taxdistributions and available distributions of State funds of the political
subdivision which are inpossession of the Statefor the benefit of bondholders. Such
intercept program applies to Qualified Obligations 1 through 13.
This application of the Circuit Breaker Tax Credit to property tax revenues may impact
the ability of political subdivisions to provide existing levels of service and, in extreme
cases, the ability to make debt service or lease rental payments on bonds secured by
intercepted funds. There has been no judicial interpretation of this legislation. In
addition, there can be no assurance as to future events or legislation that may affect the
Circuit Breaker Tax Credit or the collection of property taxes.
(Continued on next page)
B-14
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders(Cont’d)
(c)Reassessment and Trending.The County is required to reassess 25% of all parcels of
real property annuallyor in accordance with its reassessment plan. All real property
must be reassessed under the plan once every four years.An annual revaluation of real
property assessments to reflect market value based on comparable sales data
(“trending”)is scheduled to occur on an annual basis. Delays in the reassessment and
trending processor appeals of reassessments could adversely affectthe collection of
property taxes.
(4)Risks Associated with Pledged COIT and Other Legally Available Revenues: The
Commission reasonably expects to make the Public Infrastructure Lease Rental payments
from pledged COIT or other legally available revenues. There are certain risks associated
with COIT, however, to the extent that the pledged COIT and other legally available
revenues are insufficient, the Commission is required to levy the Redevelopment Special
Benefits Tax. A firm estimate of COIT should be available by the time of the decision to
levy the Redevelopment Special Benefits Tax for the upcoming Lease Rentals. If
insufficient revenues are collected, the Commission may not be able to impose an
additional Redevelopment Special Benefits Tax levy until the following budget year which
may cause a timing delay as receipt of such tax may occur after the Lease Rental payment
is due. However, the Commission is permitted to use other legally available funds to make
the Public Infrastructure Lease Rental payments.
The amount of COIT to be distributed in the subsequent calendar year must be determined
before August 2 of the previous year, prior to the time the City budget is set for the
subsequent year. The certified COIT distribution is based on actual income tax returns filed
and processed from July 1 of the prior year through June 30 of the current year, adjusted
for any refunds. The amount of COIT to be certified may also be adjusted to offset any
overpayments of COIT made to a county in a prior calendar year, for clerical or
mathematical errors or for tax rate changes. This certified amount is distributed to the
County in equal, monthly payments in the subsequent calendar year. The Commission
expects that the amount of COIT to be distributed in the subsequent year by the State to the
County and, ultimately, to the City, will not be less than the amount certified on the
previous August 2. The COIT distribution is paid from actual revenues collected in the year
following the certification. If the actual revenuecollected is less than the certified
distribution amount, this could cause a reduction in certified COIT distributions in future
years.
(Continued on next page)
B-15
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders(Cont’d)
(5)Risks Associated with Tax Increment, Storm Water Revenues and Other Legally Available
Revenues: The Commission reasonably expects to make the Economic DevelopmentLease
Rental and Energy Center Lease Rental payments from Tax Increment or other legally
available revenues. There are certain risks associated with Tax Increment, however, to the
extent that the Tax Increment and other legally available revenues are insufficient, the
Commission is required to levy the Redevelopment Special Benefits Tax. The Storm Water
District reasonably expects to make debt service payments from Storm Water Revenues or
other legally available revenues. There are certain risks associated with Storm Water
Revenues, however, to the extent that the Storm Water Revenues and other legally
available revenues are insufficient, the Storm Water District is required to levy the Storm
Water Special Benefits Tax. A firm estimate of Tax Incrementand other legally available
revenuesshould be available by the time of the decision to levy the Redevelopment Special
Benefits Tax for the upcoming Lease Rentals. A firm estimate of Storm Water Revenues
should be available by the time of the decision to levy the Storm Water Special Benefits
Tax for the upcoming debt service. If insufficient revenues are collected, the Commission
or Storm Water District may not be able to impose an additional Redevelopment Special
Benefits Tax or Storm Water Special Benefits Tax levy until the following budget year
which may cause a timingdelay as receipt of such tax may occur after the Lease Rental or
debt service payment is due. The debt service reserve funds established for Qualified
Obligation 15, Qualified Obligation 16 and Qualified Obligation 17 will help to mitigate
this timing risk, but do not eliminate it. However, the Commission and Storm Water
District are permitted to use other legally available funds to make the respective Lease
Rental and debt service payments.
(6)COIT-Specific Risks: There are certain risks associated with COIT. This Official Statement
contains information regarding the historical certified distributions of COIT revenues
received by the City. The City’s COIT revenues in the future may differ materially from
the City’s historical receipts.
(a)Adverse economic conditions in the City, the State of Indiana or the United States
could result in a reduction in the Adjusted Gross Income of qualifying taxpayers in
Hamilton County and, therefore, a reduction in City’s shareof COIT revenues.
(b)Local area or statewide delinquencies in State income tax collection could result in
reduced COIT receipts.
(c)COIT could be reduced if the Hamilton County Income Tax Council were to increase
the local homestead credit under Indiana Code § 6-1.1-20.9.
(Continued on next page)
B-16
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders(Cont’d)
(d)Under current law, a county or income tax council may not impose a combined rate of
COIT and Economic Development Income Tax that would exceed 1.00%. The County
has currently in force a COIT tax rate of 1.00%. The City and the Income Tax Council
have made no representation, are not obligated and are prohibited by current law from
taking any action to increase the rate at which COIT is imposed.
(e)The legislature, or an administrative agency with jurisdiction in the matter, could enact
new laws or regulations or interpret, amend, alter, change or modify, or a court of
competent jurisdiction could interpret, the laws or regulations governing the collection,
distribution, definition or accumulation of the COIT in a fashion that would adversely
affect the owners of Qualified Obligation 14.
(f)COIT revenues can vary considerably from year to year depending on the relative
amounts of the property tax levies of the County, the citiesand the towns located in the
County(the “Eligible Units”), including the City, and the amount of COIT collected
from taxpayers. The amount of the City’sdistributive share of COIT is determined by
statute based on the ratio of the City’s property tax levy to the total property tax levies
of the Eligible Units. If the City’s property tax levy declines as a percentage of the
aggregate property tax levies ofthe Eligible Units, the City’s distributive share of the
COIT revenues would be reduced. Among the factors that could cause the percentage
of the COIT distribution to which the City is entitled to be less than the current
percentage would be a reduction by the City of the property taxes it imposes, an
increase by the other Eligible Units in the amount of property taxes they impose, or
excessive property tax levies obtained by the other Eligible Units.
(7)Tax Increment-Specific Risks: There are certain risks associated with Tax Increment. The
estimated Tax Increment available to pay Lease Rentals on Qualified Obligation 15 and
Qualified Obligation 16is based on capturing all incremental real and certain designated
depreciable property tax revenues in several allocation areas and is based on projected
developments that have not yet been constructed. The estimate of Tax Increment is
dependent on certain assumptions as to future events, the occurrence of which cannot be
guaranteed. There are certain risks associated with Tax Increment, which include but are
not limited to the following:
(Continued on next page)
B-17
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders(Cont’d)
(a)General Risks of Tax Increment Include: (i) destruction of property in the Areas caused
by natural disaster; (ii) delinquent taxes or adjustments of or appeals on assessments by
property owners in the Areas; (iii) a decrease in the assessed value of properties in the
Areas due to increases in depreciation, obsolescence or other factors by the assessor;
(iv) acquisition of property in the Areas by a tax-exempt entity; (v) removal or
demolition of real property improvements by property owners in the Areas; (vi) delayed
billing, collection, or distribution of Tax Increment by the County Auditor; (vii) a
decrease in property tax rates or reinstatement of the State Property Tax Replacement
Credit(“PTRC”), which would increase the additional credit applied to Tax Increment;
(viii) the General Assembly, the courts, the Department of Local Government Finance
or other administrative agencies with jurisdiction in the matter could enact new laws or
regulations or interpret, amend, alter, change or modify the laws or regulations
governing the calculation, collection, definition or distribution of Tax Increment
including laws or regulations relating to reassessment, the additional credit or a revision
in the property tax system; or (ix) a change in any of the civil unit’s funding
mechanisms (i.e., no longer funding it with property taxes) could adversely affect Tax
Increment.
(b)Reduction of Tax Rates or Tax Collection Rates.The Tax Increment estimate assumes
that the net property tax rates will remain at approximately the same level throughout
the term of Qualified Obligation 15 and Qualified Obligation 16. Any substantial
increase in State funding, federal aid or other sources of local revenues which would
reduce local required fiscal support for certain public programs or any substantial
increase in assessments outside the Areas could reduce the rates of taxation by the
taxing bodies levying taxes upon property with the Areas and have an adverse effect on
the amount of Tax Increment received by the Commission. Economic conditions or
administrative action could reduce the collection rate achieved by the City within its
jurisdiction, including the Areas. The General Assembly could enact legislation
reinstating or changing the method of calculating, or the size of, the PTRC. Any
decrease in the tax rate or increase in the PTRC could result in a decrease in the amount
of Tax Increment.
(c) Local Option Income Tax.Until July 1, 2016, counties may adopt local option income
taxes for levy growth, property tax relief and public safety costs.If adopted, these LOIT
taxes could limit the growth in property tax levies and/or provide for reduction in
effective property tax rates for property taxpayers. Such income taxes, if adopted, could
offset applicable property tax rates, and cause a reduction in the amount of Tax
Increment received by the Commission.
(Continued on next page)
B-18
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders(Cont’d)
After July 1, 2016, under Indiana Code § 6-3.6, the Income Tax Council could levy an
additional tax rate for certain eligible uses, including credits against property taxes. The
Income Tax Council, as the adopting body, is authorized to impose a rate which could
offset applicable property tax rates, and cause a reduction in Tax Increment. Hamilton
County has not adopted any additional local option income taxes for this purpose under
current law.
(d)Circuit Breaker Tax Credit.Public Law 146-2008 enacted by the Indiana General
Assembly in 2008(the “2008 Legislation”)expands the Circuit Breaker Tax Credit to
provide different levels of tax caps for various classes of property taxpayers. There can
be no assurance that the levies and tax rates of the County and overlapping taxing units
will not increase in some future year to the point of causing the Circuit Breaker Tax
Credit to be further applied to property taxpayers’ tax bills. However, if the Circuit
Breaker Tax Credit were to be further applied in future years, the City does not expect
it to cause the Tax Incrementto fall below the estimates shown in this reportbecause
the Tax Increment estimate never assumes any growth in property tax rates above the
2016tax rates.
(e)Reassessment and Trending.The County is required to reassess 25% of all parcels of
real property annually or in accordance with its reassessment plan. All real property
must be reassessed under the plan once every four years.Trending is scheduled to occur
on an annual basis. The DLGF is required by law to make a one-time adjustment to
neutralize the effect of a reassessment on property within Tax Increment allocation
areas so that owners of obligations secured by Tax Increment revenues will not be
adversely affected. Delays in the reassessment and trending process, the inability to
neutralize the effect of reassessment, or appeals of reassessments could adversely affect
the Tax Increment.
(f)Delays in Development. Projections of Tax Increment in this reportassume that certain
levels of development will occur at certain times. If this development does not occur, is
delayed, is changed in size and scope, or if the actual assessed values are less than
estimated, the Tax Increment collected may be less than projected.
(8)Storm Water Revenues-Specific Risks: There are certain risks associated withStorm Water
Revenues. The Storm Water Revenues in the future may differ materially from the
historical receipts.
(Continued on next page)
B-19
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders(Cont’d)
(a)In the event of delayed billing or collection of the Storm Water Revenues, sufficient
funds may not be available to the Storm Water District in time to pay the debt service
when due. Delinquencies in payments or collections could result in reduced Storm
Water Revenues. Remedies available to the Storm Water District in response to
delinquencies include the abilities to assess 10% late charges and any reasonable costs
associated with the collection of the delinquencies, as well as the right toshut off other
City services.
(b)Though not a part of the City’s Utility Department, the Storm Water Department
utilizes the Utility Department’s billing system through a storm water utility charge on
the City utility bill of property owners or separate bills for property owners who do not
receive a City utility bill. Any delays in the billing or collection processes of the Utility
Department could have an effect on the Storm Water Revenues.
(c)New laws or regulations or a change in the interpretation of current laws and
regulations governing the collection of the Storm Water Revenues could adversely
affect the owners of Qualified Obligation 17.
(d)The current rates and charges are estimated to be sufficient to meet the requirements of
providing the necessary services rendered by the Storm Water District. Such rates and
charges are also subject to a 3% annual cost of living adjustment increase under the rate
ordinance for the Storm Water District. However, future rates and charges may be
subject to change and readjustment so that the Storm Water Revenues are sufficient to
meet changes in future requirements due to local needs or increased regulations under
the federal Clean Water Act. Such changes and readjustments may be subject to
administrative decision and potential delay.
(9)Adverse Legislative Action:Itis possible that legislation enacted or proposed for
consideration after the date of the Bonds and the Qualified Obligations will have an
adverse effect on payment or timing of payment or other matters impactingthe Bondsand
the Qualified Obligations.
(Continued on next page)
B-20
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Aggregate Sources and Uses -Page B-31
This schedule presents aggregatesources and uses of the Bonds.The proceedsin the amount of
$214,455,000from the sale of the Bonds will be used by the Bond Bank to purchase the
Qualified Obligations. The proceeds from the sale of the Qualified Obligations will be used by
the QualifiedEntities to fund various projects in the City, to advance refund outstanding
obligations, to fund certain debt service reservesand reserve fund credit facilitiesto be held at
the Qualified Entity level for certain Qualified Entities, to fund capitalizedinterest and to pay
issuance expenses.
Amortization of $214,455,000PrincipalAmount of Multipurpose Bonds, Series 2016 -Page B-
32
The amortization of the $214,455,000 of Multipurpose Bonds, Series 2016 is presented in this
schedule. The Bonds, which will be dated as of the date of issuance (dated May 5, 2016), mature
over a period of approximately 19 years 8months, with the final bonds due January 15, 2036.
The amortization schedule of the Bonds is based on actualinterest rates determined through a
negotiated sale with the Underwriters(as further defined and described in theOfficial
Statement).
Illustrative Debt Service Tax Rate -Page B-33
The Bonds are limited obligations of the Bond Bank payable solely out of the revenues and funds
established and pledged therefor under the Bond Bank Indenture, which includes the revenues
and funds received from the Qualified Entities with respect to the Qualified Obligations.The
Qualified Obligations are payable from ad valorem property taxes levied on the City, the
Redevelopment Special Benefits Tax levied on the Redevelopment District, a pledge of COIT
and the Storm Water Special Benefits Tax levied on the Storm Water District.The Qualified
Entities anticipate paying the Qualified Obligations from ad valorem property taxes levied on the
City, COIT, CRC Revenuesand Storm Water Revenues.
This schedule presents the calculation of the illustrative annual debt service tax rate, shouldthe
Citylevy ad valorem taxes on the City, the Redevelopment Special Benefits Tax and the Storm
Water Special Benefits Taxfor theentiredebt servicepaymentson the Qualified Obligations. It
is estimated that the debt service tax rate would range from $0.1257to $0.3046per $100 of net
assessed value, assuming no future growth in assessed value over the next twentyyears.The
City’s net assessed value for 2015pay 2016is $6,700,625,433.
(Continued on next page)
B-21
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Combined Qualified Obligations Net Debt Service -Page B-34
This schedule presents the combined annual debt service payments of theQualified Obligations
and illustrates that it isequal to the annual debt service payments due on the Bonds.
Qualified Obligations1-13
Qualified Obligations 1 through 13will be dated as of the date of issuance (dated May 5, 2016),
and mature over a period of approximately 19 years 8 months, with the final bonds due January
15, 2036. The amortization schedules of Qualified Obligations 1 through 13are based on actual
interest rates determined through a negotiated sale to the Bond Bank.
Sources and Uses -Page B-35
This schedule presents sources and uses of the City of Carmel’s Qualified Obligations 1 through
13.Usesincludethe costs of the projects, capitalized interest, the underwriter’s discount,
issuancecostsand contingencies. The separate projects and their related bondfinancing costs
will be funded from the proceeds of each of theirrespective Qualified Obligations 1 -13.
Amortization of $1,214,000 Principal Amount of General Obligation Bonds, Series 2016A -
Page B-36
The amortization of the $1,214,000 of General ObligationBonds, Series 2016Ais presented in
this schedule.
Amortization of $1,089,000 Principal Amount of General Obligation Bonds, Series 2016B -
Page B-37
The amortization of the $1,089,000 of General ObligationBonds, Series 2016Bis presented in
this schedule.
Amortization of $1,633,000 Principal Amount of General Obligation Bonds, Series 2016C -
Page B-38
The amortization of the $1,633,000 of General ObligationBonds, Series 2016Cis presented in
this schedule.
(Continued on next page)
B-22
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Qualified Obligations 1 -13(cont’d)
Amortization of $1,373,000 Principal Amount of General Obligation Bonds, Series 2016D -
Page B-39
The amortization of the $1,373,000 of General ObligationBonds, Series 2016Dis presented in
this schedule.
Amortization of $1,599,000 Principal Amount of General Obligation Bonds, Series 2016E-Page
B-40
The amortization of the $1,599,000 of General ObligationBonds, Series 2016Eis presented in
this schedule.
Amortization of $1,577,000 Principal Amount of General Obligation Bonds, Series 2016F -Page
B-41
The amortization of the $1,577,000 of General ObligationBonds, Series 2016Fis presented in
this schedule.
Amortization of $1,373,000 Principal Amount of General Obligation Bonds, Series 2016G -
Page B-42
The amortization of the $1,373,000 of General ObligationBonds, Series 2016Gis presented in
this schedule.
Amortization of $1,577,000 Principal Amount of General Obligation Bonds, Series 2016H -
Page B-43
The amortization of the $1,577,000 of General ObligationBonds, Series 2016His presented in
this schedule.
Amortization of $1,426,000 Principal Amount of General Obligation Bonds, Series 2016I -Page
B-44
The amortization of the $1,426,000 of General ObligationBonds, Series 2016Iis presented in
this schedule.
(Continued on next page)
B-23
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Qualified Obligations 1 -13(cont’d)
Amortization of $1,513,000 Principal Amount of General ObligationBonds, Series 2016J -Page
B-45
The amortization of the $1,513,000 of General ObligationBonds, Series 2016Jis presented in
this schedule.
Amortization of $1,394,000 Principal Amount of General Obligation Bonds, Series 2016K -
Page B-46
The amortization of the $1,394,000 of General ObligationBonds, Series 2016Kis presented in
this schedule.
Amortization of $1,383,000 Principal Amount of General Obligation Bonds, Series 2016L -Page
B-47
The amortization of the $1,383,000 of General ObligationBonds, Series 2016Lis presented in
this schedule.
Amortization of $1,211,000 Principal Amount of General Obligation Bonds, Series 2016M -
Page B-48
The amortization of the $1,211,000 of General ObligationBonds, Series 2016Mis presented in
this schedule.
Estimated Tax Impact -Page B-49
This schedule presents the tax impact and calculation of the estimated annual debt service tax
rate for the debt service paymentsdue on Qualified Obligations 1 through 13. It is estimated that
the debt service taxrate would be $0.0211per $100 of net assessed value, assuming no future
growth in assessed value over the next twenty years.The City’s net assessed value for 2015 pay
2016 is $6,700,625,433.
(Continued on next page)
B-24
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Qualified Obligation 14
Sources and Uses -Page B-50
This schedule presents sources and uses of the Carmel Redevelopment Authority Qualified
Obligation 14.Uses includetheacquisition of the Public Infrastructure Leased Premises,
capitalized interest, underwriter’s discount,issuancecostsand contingencies. Thesources of
funding are the proceeds of Qualified Obligation 14, together with original issue premium.Funds
from the acquisition of the Public Infrastructure Leased Premises will be used by the City to fund
various projects as described in the Official Statement.
Amortization of $139,872,000 Principal Amount of Lease Rental Bonds, Series 2016A(Public
Infrastructure Projects) -Page B-51
The amortization of the $139,872,000of Lease RentalBonds, Series 2016A(Public
Infrastructure Projects) is presented in this schedule. Qualified Obligation 14will be dated as of
the date of issuance (dated May 5, 2016), and mature over a period of approximately 19 years 8
months, with the final bonds due January 15, 2036. The amortization schedule of Qualified
Obligation 14 isbased on actualinterest rates determined through a negotiated sale to the Bond
Bank.
Annual Lease Rental Payments -Page B-52
This schedule shows the annual Public Infrastructure Lease Rental payments forQualified
Obligation 14. The amount of each Public Infrastructure Lease Rental is reduced to an amount
equal to the sum of principal and interest due each bond yearending January 15, rounded up to
the multiple of $1,000 next higher plus an additional $5,000 each year to cover certain
administrative costs and expenses related to the bonds, payable in equal semiannual installments
on January 1and July 1.The calculation of Public Infrastructure Lease Rental shown in this
schedule is based on the bond amortization schedule on the prior page of this report.
Combined Debt Service and COIT Comparison -PageB-53
This schedule provides a comparison of the estimated COIT revenues with the annual Lease
Rental payments securing Qualified Obligation 14 and with the Outstanding COIT Obligations.
As shown in this schedule, the annual coverage ranges from 182% to 235%.
(Continued on next page)
B-25
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Qualified Obligation 14(cont’d)
Combined Debt Service and COIT Comparison -PageB-53(Cont’d)
The 2016 COITrevenueamount is equal to the certified distribution for the City of Carmel as
certified by the Indiana Department of Local Government Finance(DLGF). The estimated 2017
COIT revenue amount is based on a taxable income growthfactorof 4.4% based onthe 10-year
movingaverage.No growth is assumed in the COIT revenue estimate after 2017.
Historical COIT Receipts -Page B-54
This schedule shows the historical COIT receipts for the City of Carmel and Hamilton County as
certified by the DLGF.
Qualified Obligation 15
Sources and Uses -Page B-55
This schedule presents sources and uses of the Carmel Redevelopment Authority Qualified
Obligation 15.Uses includethe acquisition of the Economic Development Leased Premises, the
premium for the Reserve Fund Credit Facility, the underwriter’s discount, issuance costs and
contingencies. The sources of funding are the proceeds of Qualified Obligation 15, together with
original issue premium.Funds from the acquisition of the Economic Development Leased
Premises will be used by the City to fund various projects as described in the Official Statement.
Amortization of $10,337,000 Principal Amount of Lease Rental Bonds, Series 2016B(Economic
Development Projects) -Page B-56
The amortization of the$10,337,000of Lease RentalBonds, Series 2016B(Economic
Development Projects) is presented in this schedule. Qualified Obligation 15 will be dated as of
the date of issuance (dated May 5, 2016), and mature over a period of approximately 12years 8
months, with thefinal bonds due January 15, 2029. The amortization schedule of Qualified
Obligation 15 isbased on actualinterest rates determined through a negotiated sale to the Bond
Bank.
(Continued on next page)
B-26
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Qualified Obligation 15(cont’d)
Annual Lease Rental Payments -Page B-57
This schedule shows the annual Economic Development Lease Rental payments forQualified
Obligation 15. The amount of each Economic Development Lease Rental is reduced to an
amount equal to the sum of principal and interest due each bond yearending January 15, rounded
up to the multiple of $1,000 next higher plus an additional $5,000 each year to cover certain
administrative costs and expenses related to the bonds,payable in equal semiannual installments
on January 1 and July 1.The calculation of Economic Development Lease Rental shown in this
schedule is based on the bond amortization schedule on the prior page of this report.
Qualified Obligation 16
Sources and Uses -Page B-58
This schedule presents sources and uses of theCarmelRedevelopment Authority Qualified
Obligation 16. The proceeds of the sale of the Energy Center Leased Premises, together with
original issue premium and prior bond fundson hand, will be applied to the advance refunding of
the City of Carmel, Indiana, Redevelopment District Certificates of Participation, Series 2010C
(the “Refunded Bonds”)and to thepayment of the premium for the Reserve Fund Credit Facility,
the underwriter’s discount,issuancecostsand contingencies.
Pursuant to the terms of an escrow agreement to be dated as of May 1, 2016 entered into between
CFP Carmel, Indiana Energy Center, LLC, the City of Carmel Redevelopment Districtand the
escrow trustee, the advance refunding of the Refunded Bonds will be accomplished by creating
an irrevocable escrow fund(the “Escrow Fund”) to be held by the escrow trusteeand depositing
therein cash and certain non-callable securities backed by the full faith and credit of the United
States Treasury or fully guaranteed by the United States, and issued by the United States
Treasury, including T-Bills and T-Notes, or a federal government sponsored enterprise, including
Resolution Funding Corporation (REFCORP) interest strips and Agency for International
Development securities (AID’s). The securitiesto be purchased and deposited with the escrow
trusteewill bear interest at such rates and will bescheduled to mature at such times and in such
amounts so that, when paid according to their respective terms, sufficient monies, together with
any amounts of cash on deposit with the escrow trustee, will be available to make full and timely
payment of allprincipal and interest due with respect to the Refunded Bonds from and after the
date of delivery of the Bonds to and including January 15, 2021(the “Redemption Date”)at
which time the Refunded Bonds will be called for redemption. All monies and securitieson
deposit with the escrow trustee, including any earnings thereon, are pledged solely and
irrevocably for the benefit of the holders of the Refunded Bonds.
(Continued on next page)
B-27
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Qualified Obligation 16(cont’d)
Amortization of $15,164,000 Principal Amount of Lease Rental Refunding Bonds, Series 2016C
(Energy Center Project) -Page B-59
The amortization of the $15,164,000of Lease RentalRefunding Bonds, Series 2016C(Energy
Center Project) is presented in this schedule. Qualified Obligation 16 will be dated as of the date
of issuance (dated May 5, 2016), and mature over a period of approximately 19 years 2months,
with the final bonds due July15,2035. The amortization schedule of Qualified Obligation 16 is
based on actualinterest rates determined through a negotiated sale to the Bond Bank.
Annual Lease Rental Payments -Page B-60
This schedule shows the annual Energy Center Lease Rental payments forQualified Obligation
16. The amount of each Energy Center Lease Rental is reduced to an amount equal to the sum of
principal and interest due each bond yearending January 15, rounded up to the multiple of
$1,000 next higher plus an additional $5,000 each year to cover certain administrative costs and
expenses related to the bonds, payable in equal semiannual installments on January 1and July 1.
The calculation of Energy Center Lease Rental shown in this schedule is based on the bond
amortization schedule on the prior page of this report.
Calculation of Net Savings -Page B-61
This schedule compares the debt service on the Refunded Bonds with the debt service on
Qualified Obligation 16 to show the annual and semiannual savings, as well as the net present
value savings.
Comparison of EstimatedRevenues and Obligations and Coverage Analysis -PageB-62
This schedule provides a comparison of the estimated CRC Revenues and the annual Lease
Rental payments due on Qualified Obligations 15 and 16and other outstanding obligations that
are paid from the CRC Revenues.A portion of the annual surplus revenues are anticipated to be
accumulated in special reserves to reduce the risk of a special benefits tax levy in the event that
the CRCRevenues are less than estimated, and to prepay obligationson or after the optional
redemption dates prior to the expiration of the allocation areas.
(Continued on next page)
B-28
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Qualified Obligation 17
Sources and Uses -Page B-63
This schedule presents sources and uses of the Carmel Storm Water DistrictQualified Obligation
17.Uses include the costs of the projects, the funding of a debt service reserve account, the
underwriter’s discount, issuancecosts and contingencies. The projectsand the related financing
costs will be funded from the proceeds of Qualified Obligation 17, together with original issue
premium.
Amortization of $30,720,000 Principal Amount of Storm Water District Bonds, Series 2016 -
Page B-64
The amortization of the $30,720,000of Storm Water District Bonds, Series 2016 is presented in
this schedule. Qualified Obligation 17 will be dated as of the date of issuance (dated May 5,
2016), and mature over a period of approximately 19 years 8months, with the final bonds due
January 15, 2036. The amortization schedule of Qualified Obligation 17 isbased on actual
interest rates determined through a negotiated sale to the Bond Bank.
Combined Debt Service and Storm Water Revenue Comparison -PageB-65
This schedule provides a comparison of the estimated Storm WaterRevenues and the annual
debt servicepayments due on Qualified Obligation 17and due on the illustrativeStorm Water
Revenue Bonds, Series 2016.The City anticipates a future issuance of City of Carmel Storm
Water Revenue Bonds, Series 2016 payable solely from a direct pledge of the Storm Water
Revenues.
As shown in this schedule, the estimated annual Storm Water Revenues provide a range of
coverage from 125% to 142%of the debt service due on Qualified Obligation 17 and the
illustrative Storm Water Revenue Bonds, Series 2016.An annual 3% cost of living adjustment is
assumed in the estimated Storm Water Revenues shown in this Report (as further described
below).
(Continued on next page)
B-29
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Qualified Obligation 17(cont’d)
Combined Debt Service and Storm Water Revenue Comparison -PageB-65(Cont’d)
To fund the various costs associated with the Storm Water Department, fees for all properties in
the City were implemented beginning in November of 2014. Such fees were established in
accordance with a storm water rate study. The fee structure, as adopted by ordinance, establishes
a $4.95 monthly fee per single family residence or dwelling, and defined multiplier rates applied
to non-residential and unimproved properties based on impervious area. Such rates and charges
are also subject to a 3% annual cost of living adjustment increase under the rate ordinance for the
Storm Water District. The Storm Water Department has adopted an administrative procedures
and credit manual, outlining definitions, billing practices, an appeals process and opportunities
for reducing storm water fees on residential and non-residential properties.
Projected Operating Receipts, Operation and Maintenance, Disbursements, Non-Operating
Receipts and Debt Service Coverage-PageB-66
This schedule provides the estimatedStorm Water Revenues to be received by the Storm Water
District for 2016.No future growth in the Storm Water Revenuesis assumed in this Report over
the next twenty years, other than the 3% annual cost of living adjustment that has been
implemented by ordinance.
B-30
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
AGGREGATE SOURCES AND USES
Uses of Funds:
Net available proceeds for projects$227,178,470.00
Deposit to escrow account18,597,134.10
Capitalized interest8,554,847.59
Debt service reserve2,373,925.00
Debt service reserve surety policy105,701.87
Underwriter's Discount857,820.00
Cost of issuance and contingencies1,453,494.10
Total Uses of Funds$259,121,392.66
Sources of Funds:
Multipurpose Bonds, Series 2016$214,455,000.00
Original issue premium43,978,939.40
Prior bond funds687,453.26
Total Sources of Funds$259,121,392.66
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-31
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
AMORTIZATION OF $214,455,000 PRINCIPAL AMOUNT OF
MULTIPURPOSE BONDS, SERIES 2016
Bonds dated May 5, 2016
PaymentPrincipalInterestTotalCapitalizedNetBond Year
DatesBalancePrincipalRatesInterestDebt ServiceInterestDebt ServiceDebt Service
01/15/17$214,455,000$1,520,0002.000%$6,987,960.09$8,507,960.09($5,222,303.84)$3,285,656.25$3,285,656.25
07/15/17212,935,0001,085,0002.000%5,016,131.256,101,131.25(3,332,543.75)2,768,587.50
01/15/18211,850,0001,095,0004.000%5,005,281.256,100,281.256,100,281.258,868,868.75
07/15/18210,755,0002,290,0004.000%4,983,381.257,273,381.257,273,381.25
01/15/19208,465,0002,330,0005.000%4,937,581.257,267,581.257,267,581.2514,540,962.50
07/15/19206,135,0002,790,0005.000%4,879,331.257,669,331.257,669,331.25
01/15/20203,345,0002,860,0005.000%4,809,581.257,669,581.257,669,581.2515,338,912.50
07/15/20200,485,0002,980,0005.000%4,738,081.257,718,081.257,718,081.25
01/15/21197,505,0003,055,0002.750%4,663,581.257,718,581.257,718,581.2515,436,662.50
07/15/21194,450,0003,155,0002.000%4,621,575.007,776,575.007,776,575.00
01/15/22191,295,0003,185,0005.000%4,590,025.007,775,025.007,775,025.0015,551,600.00
07/15/22188,110,0003,285,0005.000%4,510,400.007,795,400.007,795,400.00
01/15/23184,825,0003,365,0003.000%4,428,275.007,793,275.007,793,275.0015,588,675.00
07/15/23181,460,0003,605,0005.000%4,377,800.007,982,800.007,982,800.00
01/15/24177,855,0003,695,0005.000%4,287,675.007,982,675.007,982,675.0015,965,475.00
07/15/24174,160,0003,865,0005.000%4,195,300.008,060,300.008,060,300.00
01/15/25170,295,0003,955,0005.000%4,098,675.008,053,675.008,053,675.0016,113,975.00
07/15/25166,340,0004,165,0005.000%3,999,800.008,164,800.008,164,800.00
01/15/26162,175,0004,265,000(1)(2)4.191%3,895,675.008,160,675.008,160,675.0016,325,475.00
07/15/26157,910,0004,495,0005.000%3,806,300.008,301,300.008,301,300.00
01/15/27153,415,0004,600,000(3)5.000%3,693,925.008,293,925.008,293,925.0016,595,225.00
07/15/27148,815,0005,995,000(3)5.000%3,578,925.009,573,925.009,573,925.00
01/15/28142,820,0006,145,000(4)3.000%3,429,050.009,574,050.009,574,050.0019,147,975.00
07/15/28136,675,0007,835,000(4)3.000%3,336,875.0011,171,875.0011,171,875.00
01/15/29128,840,0006,790,000(5)5.000%3,219,350.0010,009,350.0010,009,350.0021,181,225.00
07/15/29122,050,0006,765,000(5)5.000%3,049,600.009,814,600.009,814,600.00
01/15/30115,285,0006,940,000(6)5.000%2,880,475.009,820,475.009,820,475.0019,635,075.00
07/15/30108,345,0007,315,000(6)5.000%2,706,975.0010,021,975.0010,021,975.00
01/15/31101,030,0007,500,000(7)5.000%2,524,100.0010,024,100.0010,024,100.0020,046,075.00
07/15/3193,530,0008,405,000(7)5.000%2,336,600.0010,741,600.0010,741,600.00
01/15/3285,125,0008,610,000(8)5.000%2,126,475.0010,736,475.0010,736,475.0021,478,075.00
07/15/3276,515,0008,830,000(8)5.000%1,911,225.0010,741,225.0010,741,225.00
01/15/3367,685,0009,050,000(9)5.000%1,690,475.0010,740,475.0010,740,475.0021,481,700.00
07/15/3358,635,0009,275,000(9)5.000%1,464,225.0010,739,225.0010,739,225.00
01/15/3449,360,0009,505,000(10)5.000%1,232,350.0010,737,350.0010,737,350.0021,476,575.00
07/15/3439,855,0009,750,000(10)5.000%994,725.0010,744,725.0010,744,725.00
01/15/3530,105,0009,990,000(11)5.000%750,975.0010,740,975.0010,740,975.0021,485,700.00
07/15/3520,115,00010,240,000(11)5.000%501,225.0010,741,225.0010,741,225.00
01/15/369,875,0009,875,000(11)(2)4.967%245,225.0010,120,225.0010,120,225.0020,861,450.00
Totals$214,455,000$134,505,185.09$348,960,185.09($8,554,847.59)$340,405,337.50$340,405,337.50
(1) $3,115,000 of Serial Bonds due January 15, 2026 at 5.00% and $1,150,000 of Serial Bonds due January 15, 2026 at 2.00%.
(2) Bifurcated Bonds. Blended interest rate shown.(7) $15,905,000 of Term Bonds due July 15, 2031.
(3) $10,595,000 of Term Bonds due July 15, 2027.(8) $17,440,000 of Term Bonds due July 15, 2032.
(4) $13,980,000 of Term Bonds due July 15, 2028.(9) $18,325,000 of Term Bonds due July 15, 2033.
(5) $13,555,000 of Term Bonds due July 15, 2029.(10) $19,255,000 of Term Bonds due July 15, 2034.
(6) $14,255,000 of Term Bonds due July 15, 2030.(11) $29,940,000 of Term Bonds due January 15, 2036 at 5.00% and $165,000 of Serial Bonds due January 15, 2036 at 3.00%.
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-32
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
ILLUSTRATIVE DEBT SERVICE TAX RATE
This schedule illustrates the debt rate if all of the Multipurpose Bond debt service
were paid from a property tax levy. The City of Carmel intends to use other
sources of revenue to repay the majority of the debt as shown in this Report.
EstimatedEstimatedEstimated
BudgetAnnualTaxNetDebt Service
YearDebt ServiceLevyAssessed ValueTax Rate
(1)(2)(3)(4)
2016$3,285,656$3,121,373$6,700,625,433N/A
20178,868,8698,425,4256,700,625,4330.1257
201814,540,96313,813,9146,700,625,4330.2062
201915,338,91314,571,9676,700,625,4330.2175
202015,436,66314,664,8296,700,625,4330.2189
202115,551,60014,774,0206,700,625,4330.2205
202215,588,67514,809,2416,700,625,4330.2210
202315,965,47515,167,2016,700,625,4330.2264
202416,113,97515,308,2766,700,625,4330.2285
202516,325,47515,509,2016,700,625,4330.2315
202616,595,22515,765,4646,700,625,4330.2353
202719,147,97518,190,5766,700,625,4330.2715
202821,181,22520,122,1646,700,625,4330.3003
202919,635,07518,653,3216,700,625,4330.2784
203020,046,07519,043,7716,700,625,4330.2842
203121,478,07520,404,1716,700,625,4330.3045
203221,481,70020,407,6156,700,625,4330.3046
203321,476,57520,402,7466,700,625,4330.3045
203421,485,70020,411,4156,700,625,4330.3046
203520,861,45019,818,3786,700,625,4330.2958
Totals$340,405,337$323,385,071
(1) See page B-32.
(2) Assumes financial institutions/license excise factor of 5%, with 95% payable from
a property tax levy.
(3) Based on the certified net assessed value for 2015 pay 2016 for the City of Carmel
with no growth assumed thereafter.
(4) Represents the illustrative debt service tax rate for the estimated debt per $100 of net
assessed value.
Note: The Bond Banks Mulitpurpose Bonds, Series 2016 debt service will be paid by the
Qualified Obligations as described in the Report.
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-33
TotalBondBank
8,868,868.75
$3,285,656.2514,540,962.5015,338,912.5015,436,662.5015,551,600.0015,588,675.0015,965,475.0016,113,975.0016,325,475.0016,595,225.0019,147,975.0021,181,225.0019,635,075.0020,046,075.0021,478,075.0021,4
81,700.0021,476,575.0021,485,700.0020,861,450.00
Debt Service
$340,405,337.50
17
(17)
2,368,6402,370,9902,370,7702,372,2952,369,0902,372,1952,368,1502,369,0002,371,5252,368,5002,371,9752,370,6402,370,7002,367,6752,371,3502,372,4252,366,6252,373,9252,364,825
District
$2,357,688
$47,388,983
Storm Water
16
618,075
(16)
$616,592
1,233,4331,232,3731,235,6031,232,0281,231,8201,234,5901,231,9501,231,2751,237,7751,235,2751,235,8751,233,3351,235,8501,235,8751,231,6001,233,0501,234,9251,236,950
$23,448,247
15
(15)448,383918,683797,358859,583934,860927,440
$311,377
1,196,3401,266,0401,391,2651,589,6652,117,8401,551,410
$14,310,242
$0
Carmel Redevelopment Authority
14
(14)
3,332,5448,535,3889,452,0889,488,4139,530,1309,569,7609,683,6559,766,1809,840,2059,916,255
11,938,15514,542,33014,544,37514,963,17516,393,15016,393,57516,392,77516,393,07516,392,675
$227,067,901
$0
1398,19097,72097,65098,35097,85097,73597,68097,98098,15598,15598,03097,74598,67597,10097,40097,50097,40097,10098,575
(13)
$1,858,990
$0
12
(12)
112,163111,483111,128111,528111,830112,425112,050110,975111,775112,375111,775112,170111,650111,625112,350111,850111,150112,225111,025
$2,123,550
$0
11
(11)
112,660112,960112,560112,935112,210112,805112,430113,330112,055112,655113,055112,420112,900112,800112,500112,000112,300112,325113,100
$2,140,000
$0
10
(10)
122,205122,365122,775121,900122,050122,400122,815122,415121,890122,190122,290122,430121,625122,225122,550121,650122,525122,125122,450
$2,322,875
$0
B-34
9
(9)
115,180115,440114,990115,290115,530115,040115,615114,440115,140115,640115,940115,235115,625115,425115,025114,425115,600114,500115,175
$2,189,255
Qualified Obligation
dated April 20, 2016 by Umbaugh.)
$0
8
(Subject to the comments in the attached Report
(8)
127,163127,253127,568126,593127,670127,925127,230127,730128,030128,130128,030127,045127,075126,475127,650127,550127,175127,550127,625
$2,421,465
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
COMBINED QUALIFIED OBLIGATIONS NET DEBT SERVICE
$0
7
(7)
111,683111,003110,648111,048111,350110,945111,600110,525111,325110,925110,400110,820110,375110,375110,175111,750111,050110,150111,025
$2,107,170
City of Carmel
$0
6
(6)
127,163127,253127,568126,593127,670127,925127,230127,730128,030128,130128,030127,045127,075126,475127,650127,550127,175127,550127,625
$2,421,465
$0
5
(5)
129,210129,260129,500129,475129,500128,705129,985128,410128,710128,810128,710129,710129,650128,950129,050128,875129,450129,725129,700
$2,455,385
$0
4
(4)
111,683111,003110,648111,048111,350110,945111,600110,525111,325110,925110,400110,820110,375110,375110,175111,750111,050110,150111,025
$2,107,170
$0
3
(3)
131,748131,768131,988132,888131,850132,020131,245131,645131,845131,845131,645132,575132,425131,625132,600132,300131,725131,900131,775
$2,507,410
$0
2
88,51588,18588,30588,23087,88087,98588,12087,69588,17087,49587,69587,65087,92587,72587,40087,90088,20088,30088,200
(2)
$1,671,575
$0
1
98,31097,84097,77098,47098,96097,83597,78098,08098,25598,25598,13097,84598,77598,17597,45097,55097,45098,15098,575
(1)
$1,863,655
Year20162017201820192020202120222023202420252026202720282029203020312032203320342035
Totals
Budget
(1) See page B-36. (2) See page B-37. (3) See page B-38. (4) See page B-39. (5) See page B-40. (6) See page B-41. (7) See page B-42. (8) See page B-43. (9) See page B-44. (10)
See page B-45. (11) See page B-46. (12) See page B-47. (13) See page B-48. (14) See page B-51. (15) See page B-56. (16) See page B-59. (17) See page B-64.
73,448.00
Total
593,770.85131,734.38
Combined
3,676,423.23
$21,239,470.00$22,038,423.23$18,362,000.00$22,038,423.23
13
4,844.009,536.44
39,166.67
Series M242,547.11
$1,400,000.00$1,453,547.11$1,211,000.00$1,453,547.11
12
5,532.009,789.49
44,723.96
Series L
277,045.45
$1,600,000.00$1,660,045.45$1,383,000.00$1,660,045.45
11
5,576.009,877.14
45,069.44
Series K
279,022.58
$1,612,500.00$1,673,022.58$1,394,000.00$1,673,022.58
10
6,052.00
48,934.0310,950.67
Series J
302,936.70
$1,750,000.00$1,815,936.70$1,513,000.00$1,815,936.70
9
5,704.009,772.71
46,125.00
Series I
285,601.71
$1,650,000.00$1,711,601.71$1,426,000.00$1,711,601.71
8
6,308.00
50,994.7910,578.95
Series H
315,881.74
$1,825,000.00$1,892,881.74$1,577,000.00$1,892,881.74
7
5,492.00
44,390.6310,377.61
Series G
274,760.24
$1,587,500.00$1,647,760.24$1,373,000.00$1,647,760.24
6
6,308.00B-35
50,994.7910,578.95
Series F
315,881.74
$1,825,000.00$1,892,881.74$1,577,000.00$1,892,881.74
SOURCES AND USES
Qualified Obligations 1 - 13
CITY OF CARMEL, INDIANA
dated April 20, 2016 by Umbaugh.)
5
6,396.00
51,722.2211,032.75
Series E(Subject to the comments in the attached Report
320,150.97
$1,850,000.00$1,919,150.97$1,599,000.00$1,919,150.97
4
5,492.00
44,390.6310,377.61
Series D
274,760.24
$1,587,500.00
$1,647,760.24$1,373,000.00$1,647,760.24
3
6,532.00
52,796.8810,561.14
Series C
326,890.02
$1,890,000.00$1,959,890.02$1,633,000.00$1,959,890.02
2
4,356.008,866.90
35,211.81
Series B
217,904.71
$1,258,470.00
$1,306,904.71$1,089,000.00$1,306,904.71
1
4,856.009,434.02
39,250.00
Series A
243,040.02
$1,403,500.00$1,457,040.02$1,214,000.00$1,457,040.02
Total Uses of FundsTotal Sources of Funds
Net available proceeds for projects
Capitalized interestUnderwriter's DiscountCost of issuance and contingenciesGeneral Obligation Bonds, Series 2016 (1)Original issue premium
Uses of Funds:Sources of Funds:(1) The Bonds are payable from ad valorem property tax revenues.
CITY OF CARMEL, INDIANA
Qualified Obligation 1
AMORTIZATION OF $1,214,000 PRINCIPAL AMOUNT OF
GENERAL OBLIGATION BONDS, SERIES 2016A
Bonds dated May 5, 2016
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
01/15/17$1,214,000$39,250.00($39,250.00)$0.00$0.00
07/15/171,214,000$21,0002.00%28,260.0049,260.00
01/15/181,193,00021,0004.00%28,050.0049,050.0098,310.00
07/15/181,172,00021,0004.00%27,630.0048,630.00
01/15/191,151,00022,0005.00%27,210.0049,210.0097,840.00
07/15/191,129,00022,0005.00%26,660.0048,660.00
01/15/201,107,00023,0005.00%26,110.0049,110.0097,770.00
07/15/201,084,00024,0005.00%25,535.0049,535.00
01/15/211,060,00024,0002.75%24,935.0048,935.0098,470.00
07/15/211,036,00025,0002.00%24,605.0049,605.00
01/15/221,011,00025,0005.00%24,355.0049,355.0098,960.00
07/15/22986,00025,0005.00%23,730.0048,730.00
01/15/23961,00026,0003.00%23,105.0049,105.0097,835.00
07/15/23935,00026,0005.00%22,715.0048,715.00
01/15/24909,00027,0005.00%22,065.0049,065.0097,780.00
07/15/24882,00028,0005.00%21,390.0049,390.00
01/15/25854,00028,0005.00%20,690.0048,690.0098,080.00
07/15/25826,00029,0005.00%19,990.0048,990.00
01/15/26797,00030,0005.00%19,265.0049,265.0098,255.00
07/15/26767,00031,0005.00%18,515.0049,515.00
01/15/27736,00031,0005.00%17,740.0048,740.0098,255.00
07/15/27705,00032,0005.00%16,965.0048,965.00
01/15/28673,00033,0003.00%16,165.0049,165.0098,130.00
07/15/28640,00033,0003.00%15,670.0048,670.00
01/15/29607,00034,0005.00%15,175.0049,175.0097,845.00
07/15/29573,00035,0005.00%14,325.0049,325.00
01/15/30538,00036,0005.00%13,450.0049,450.0098,775.00
07/15/30502,00037,0005.00%12,550.0049,550.00
01/15/31465,00037,0005.00%11,625.0048,625.0098,175.00
07/15/31428,00038,0005.00%10,700.0048,700.00
01/15/32390,00039,0005.00%9,750.0048,750.0097,450.00
07/15/32351,00040,0005.00%8,775.0048,775.00
01/15/33311,00041,0005.00%7,775.0048,775.0097,550.00
07/15/33270,00042,0005.00%6,750.0048,750.00
01/15/34228,00043,0005.00%5,700.0048,700.0097,450.00
07/15/34185,00044,0005.00%4,625.0048,625.00
01/15/35141,00046,0005.00%3,525.0049,525.0098,150.00
07/15/3595,00047,0005.00%2,375.0049,375.00
01/15/3648,00048,0005.00%1,200.0049,200.0098,575.00
Totals$1,214,000$688,905.00($39,250.00)$1,863,655.00$1,863,655.00
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-36
CITY OF CARMEL, INDIANA
Qualified Obligation 2
AMORTIZATION OF $1,089,000 PRINCIPAL AMOUNT OF
GENERAL OBLIGATION BONDS, SERIES 2016B
Bonds dated May 5, 2016
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
01/15/17$1,089,000$35,211.81($35,211.81)$0.00$0.00
07/15/171,089,000$19,0002.00%25,352.5044,352.50
01/15/181,070,00019,0004.00%25,162.5044,162.5088,515.00
07/15/181,051,00019,0004.00%24,782.5043,782.50
01/15/191,032,00020,0005.00%24,402.5044,402.5088,185.00
07/15/191,012,00020,0005.00%23,902.5043,902.50
01/15/20992,00021,0005.00%23,402.5044,402.5088,305.00
07/15/20971,00021,0005.00%22,877.5043,877.50
01/15/21950,00022,0002.75%22,352.5044,352.5088,230.00
07/15/21928,00022,0002.00%22,050.0044,050.00
01/15/22906,00022,0005.00%21,830.0043,830.0087,880.00
07/15/22884,00023,0005.00%21,280.0044,280.00
01/15/23861,00023,0003.00%20,705.0043,705.0087,985.00
07/15/23838,00024,0005.00%20,360.0044,360.00
01/15/24814,00024,0005.00%19,760.0043,760.0088,120.00
07/15/24790,00025,0005.00%19,160.0044,160.00
01/15/25765,00025,0005.00%18,535.0043,535.0087,695.00
07/15/25740,00026,0005.00%17,910.0043,910.00
01/15/26714,00027,0005.00%17,260.0044,260.0088,170.00
07/15/26687,00027,0005.00%16,585.0043,585.00
01/15/27660,00028,0005.00%15,910.0043,910.0087,495.00
07/15/27632,00029,0005.00%15,210.0044,210.00
01/15/28603,00029,0003.00%14,485.0043,485.0087,695.00
07/15/28574,00030,0003.00%14,050.0044,050.00
01/15/29544,00030,0005.00%13,600.0043,600.0087,650.00
07/15/29514,00031,0005.00%12,850.0043,850.00
01/15/30483,00032,0005.00%12,075.0044,075.0087,925.00
07/15/30451,00033,0005.00%11,275.0044,275.00
01/15/31418,00033,0005.00%10,450.0043,450.0087,725.00
07/15/31385,00034,0005.00%9,625.0043,625.00
01/15/32351,00035,0005.00%8,775.0043,775.0087,400.00
07/15/32316,00036,0005.00%7,900.0043,900.00
01/15/33280,00037,0005.00%7,000.0044,000.0087,900.00
07/15/33243,00038,0005.00%6,075.0044,075.00
01/15/34205,00039,0005.00%5,125.0044,125.0088,200.00
07/15/34166,00040,0005.00%4,150.0044,150.00
01/15/35126,00041,0005.00%3,150.0044,150.0088,300.00
07/15/3585,00042,0005.00%2,125.0044,125.00
01/15/3643,00043,0005.00%1,075.0044,075.0088,200.00
Totals$1,089,000$617,786.81($35,211.81)$1,671,575.00$1,671,575.00
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-37
CITY OF CARMEL, INDIANA
Qualified Obligation 3
AMORTIZATION OF $1,633,000 PRINCIPAL AMOUNT OF
GENERAL OBLIGATION BONDS, SERIES 2016C
Bonds dated May 5, 2016
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
01/15/17$1,633,000$52,796.88($52,796.88)$0.00$0.00
07/15/171,633,000$28,0002.00%38,013.7566,013.75
01/15/181,605,00028,0004.00%37,733.7565,733.75131,747.50
07/15/181,577,00029,0004.00%37,173.7566,173.75
01/15/191,548,00029,0005.00%36,593.7565,593.75131,767.50
07/15/191,519,00030,0005.00%35,868.7565,868.75
01/15/201,489,00031,0005.00%35,118.7566,118.75131,987.50
07/15/201,458,00032,0005.00%34,343.7566,343.75
01/15/211,426,00033,0002.75%33,543.7566,543.75132,887.50
07/15/211,393,00033,0002.00%33,090.0066,090.00
01/15/221,360,00033,0005.00%32,760.0065,760.00131,850.00
07/15/221,327,00034,0005.00%31,935.0065,935.00
01/15/231,293,00035,0003.00%31,085.0066,085.00132,020.00
07/15/231,258,00035,0005.00%30,560.0065,560.00
01/15/241,223,00036,0005.00%29,685.0065,685.00131,245.00
07/15/241,187,00037,0005.00%28,785.0065,785.00
01/15/251,150,00038,0005.00%27,860.0065,860.00131,645.00
07/15/251,112,00039,0005.00%26,910.0065,910.00
01/15/261,073,00040,0005.00%25,935.0065,935.00131,845.00
07/15/261,033,00041,0005.00%24,935.0065,935.00
01/15/27992,00042,0005.00%23,910.0065,910.00131,845.00
07/15/27950,00043,0005.00%22,860.0065,860.00
01/15/28907,00044,0003.00%21,785.0065,785.00131,645.00
07/15/28863,00045,0003.00%21,125.0066,125.00
01/15/29818,00046,0005.00%20,450.0066,450.00132,575.00
07/15/29772,00047,0005.00%19,300.0066,300.00
01/15/30725,00048,0005.00%18,125.0066,125.00132,425.00
07/15/30677,00049,0005.00%16,925.0065,925.00
01/15/31628,00050,0005.00%15,700.0065,700.00131,625.00
07/15/31578,00052,0005.00%14,450.0066,450.00
01/15/32526,00053,0005.00%13,150.0066,150.00132,600.00
07/15/32473,00054,0005.00%11,825.0065,825.00
01/15/33419,00056,0005.00%10,475.0066,475.00132,300.00
07/15/33363,00057,0005.00%9,075.0066,075.00
01/15/34306,00058,0005.00%7,650.0065,650.00131,725.00
07/15/34248,00060,0005.00%6,200.0066,200.00
01/15/35188,00061,0005.00%4,700.0065,700.00131,900.00
07/15/35127,00063,0005.00%3,175.0066,175.00
01/15/3664,00064,0005.00%1,600.0065,600.00131,775.00
Totals$1,633,000$927,206.88($52,796.88)$2,507,410.00$2,507,410.00
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-38
CITY OF CARMEL, INDIANA
Qualified Obligation 4
AMORTIZATION OF $1,373,000 PRINCIPAL AMOUNT OF
GENERAL OBLIGATION BONDS, SERIES 2016D
Bonds dated May 5, 2016
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
01/15/17$1,373,000$44,390.63($44,390.63)$0.00$0.00
07/15/171,373,000$24,0002.00%31,961.2555,961.25
01/15/181,349,00024,0004.00%31,721.2555,721.25111,682.50
07/15/181,325,00024,0004.00%31,241.2555,241.25
01/15/191,301,00025,0005.00%30,761.2555,761.25111,002.50
07/15/191,276,00025,0005.00%30,136.2555,136.25
01/15/201,251,00026,0005.00%29,511.2555,511.25110,647.50
07/15/201,225,00027,0005.00%28,861.2555,861.25
01/15/211,198,00027,0002.75%28,186.2555,186.25111,047.50
07/15/211,171,00028,0002.00%27,815.0055,815.00
01/15/221,143,00028,0005.00%27,535.0055,535.00111,350.00
07/15/221,115,00029,0005.00%26,835.0055,835.00
01/15/231,086,00029,0003.00%26,110.0055,110.00110,945.00
07/15/231,057,00030,0005.00%25,675.0055,675.00
01/15/241,027,00031,0005.00%24,925.0055,925.00111,600.00
07/15/24996,00031,0005.00%24,150.0055,150.00
01/15/25965,00032,0005.00%23,375.0055,375.00110,525.00
07/15/25933,00033,0005.00%22,575.0055,575.00
01/15/26900,00034,0005.00%21,750.0055,750.00111,325.00
07/15/26866,00035,0005.00%20,900.0055,900.00
01/15/27831,00035,0005.00%20,025.0055,025.00110,925.00
07/15/27796,00036,0005.00%19,150.0055,150.00
01/15/28760,00037,0003.00%18,250.0055,250.00110,400.00
07/15/28723,00038,0003.00%17,695.0055,695.00
01/15/29685,00038,0005.00%17,125.0055,125.00110,820.00
07/15/29647,00039,0005.00%16,175.0055,175.00
01/15/30608,00040,0005.00%15,200.0055,200.00110,375.00
07/15/30568,00041,0005.00%14,200.0055,200.00
01/15/31527,00042,0005.00%13,175.0055,175.00110,375.00
07/15/31485,00043,0005.00%12,125.0055,125.00
01/15/32442,00044,0005.00%11,050.0055,050.00110,175.00
07/15/32398,00046,0005.00%9,950.0055,950.00
01/15/33352,00047,0005.00%8,800.0055,800.00111,750.00
07/15/33305,00048,0005.00%7,625.0055,625.00
01/15/34257,00049,0005.00%6,425.0055,425.00111,050.00
07/15/34208,00050,0005.00%5,200.0055,200.00
01/15/35158,00051,0005.00%3,950.0054,950.00110,150.00
07/15/35107,00053,0005.00%2,675.0055,675.00
01/15/3654,00054,0005.00%1,350.0055,350.00111,025.00
Totals$1,373,000$778,560.63($44,390.63)$2,107,170.00$2,107,170.00
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-39
CITY OF CARMEL, INDIANA
Qualified Obligation 5
AMORTIZATION OF $1,599,000 PRINCIPAL AMOUNT OF
GENERAL OBLIGATION BONDS, SERIES 2016E
Bonds dated May 5, 2016
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
01/15/17$1,599,000$51,722.22($51,722.22)$0.00$0.00
07/15/171,599,000$27,0002.00%37,240.0064,240.00
01/15/181,572,00028,0004.00%36,970.0064,970.00129,210.00
07/15/181,544,00028,0004.00%36,410.0064,410.00
01/15/191,516,00029,0005.00%35,850.0064,850.00129,260.00
07/15/191,487,00030,0005.00%35,125.0065,125.00
01/15/201,457,00030,0005.00%34,375.0064,375.00129,500.00
07/15/201,427,00031,0005.00%33,625.0064,625.00
01/15/211,396,00032,0002.75%32,850.0064,850.00129,475.00
07/15/211,364,00032,0002.00%32,410.0064,410.00
01/15/221,332,00033,0005.00%32,090.0065,090.00129,500.00
07/15/221,299,00033,0005.00%31,265.0064,265.00
01/15/231,266,00034,0003.00%30,440.0064,440.00128,705.00
07/15/231,232,00035,0005.00%29,930.0064,930.00
01/15/241,197,00036,0005.00%29,055.0065,055.00129,985.00
07/15/241,161,00036,0005.00%28,155.0064,155.00
01/15/251,125,00037,0005.00%27,255.0064,255.00128,410.00
07/15/251,088,00038,0005.00%26,330.0064,330.00
01/15/261,050,00039,0005.00%25,380.0064,380.00128,710.00
07/15/261,011,00040,0005.00%24,405.0064,405.00
01/15/27971,00041,0005.00%23,405.0064,405.00128,810.00
07/15/27930,00042,0005.00%22,380.0064,380.00
01/15/28888,00043,0003.00%21,330.0064,330.00128,710.00
07/15/28845,00044,0003.00%20,685.0064,685.00
01/15/29801,00045,0005.00%20,025.0065,025.00129,710.00
07/15/29756,00046,0005.00%18,900.0064,900.00
01/15/30710,00047,0005.00%17,750.0064,750.00129,650.00
07/15/30663,00048,0005.00%16,575.0064,575.00
01/15/31615,00049,0005.00%15,375.0064,375.00128,950.00
07/15/31566,00050,0005.00%14,150.0064,150.00
01/15/32516,00052,0005.00%12,900.0064,900.00129,050.00
07/15/32464,00053,0005.00%11,600.0064,600.00
01/15/33411,00054,0005.00%10,275.0064,275.00128,875.00
07/15/33357,00056,0005.00%8,925.0064,925.00
01/15/34301,00057,0005.00%7,525.0064,525.00129,450.00
07/15/34244,00059,0005.00%6,100.0065,100.00
01/15/35185,00060,0005.00%4,625.0064,625.00129,725.00
07/15/35125,00062,0005.00%3,125.0065,125.00
01/15/3663,00063,0005.00%1,575.0064,575.00129,700.00
Totals$1,599,000$908,107.22($51,722.22)$2,455,385.00$2,455,385.00
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-40
CITY OF CARMEL, INDIANA
Qualified Obligation 6
AMORTIZATION OF $1,577,000 PRINCIPAL AMOUNT OF
GENERAL OBLIGATION BONDS, SERIES 2016F
Bonds dated May 5, 2016
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
01/15/17$1,577,000$50,994.79($50,994.79)$0.00$0.00
07/15/171,577,000$27,0002.00%36,716.2563,716.25
01/15/181,550,00027,0004.00%36,446.2563,446.25127,162.50
07/15/181,523,00028,0004.00%35,906.2563,906.25
01/15/191,495,00028,0005.00%35,346.2563,346.25127,252.50
07/15/191,467,00029,0005.00%34,646.2563,646.25
01/15/201,438,00030,0005.00%33,921.2563,921.25127,567.50
07/15/201,408,00030,0005.00%33,171.2563,171.25
01/15/211,378,00031,0002.75%32,421.2563,421.25126,592.50
07/15/211,347,00032,0002.00%31,995.0063,995.00
01/15/221,315,00032,0005.00%31,675.0063,675.00127,670.00
07/15/221,283,00033,0005.00%30,875.0063,875.00
01/15/231,250,00034,0003.00%30,050.0064,050.00127,925.00
07/15/231,216,00034,0005.00%29,540.0063,540.00
01/15/241,182,00035,0005.00%28,690.0063,690.00127,230.00
07/15/241,147,00036,0005.00%27,815.0063,815.00
01/15/251,111,00037,0005.00%26,915.0063,915.00127,730.00
07/15/251,074,00038,0005.00%25,990.0063,990.00
01/15/261,036,00039,0005.00%25,040.0064,040.00128,030.00
07/15/26997,00040,0005.00%24,065.0064,065.00
01/15/27957,00041,0005.00%23,065.0064,065.00128,130.00
07/15/27916,00042,0005.00%22,040.0064,040.00
01/15/28874,00043,0003.00%20,990.0063,990.00128,030.00
07/15/28831,00043,0003.00%20,345.0063,345.00
01/15/29788,00044,0005.00%19,700.0063,700.00127,045.00
07/15/29744,00045,0005.00%18,600.0063,600.00
01/15/30699,00046,0005.00%17,475.0063,475.00127,075.00
07/15/30653,00047,0005.00%16,325.0063,325.00
01/15/31606,00048,0005.00%15,150.0063,150.00126,475.00
07/15/31558,00050,0005.00%13,950.0063,950.00
01/15/32508,00051,0005.00%12,700.0063,700.00127,650.00
07/15/32457,00052,0005.00%11,425.0063,425.00
01/15/33405,00054,0005.00%10,125.0064,125.00127,550.00
07/15/33351,00055,0005.00%8,775.0063,775.00
01/15/34296,00056,0005.00%7,400.0063,400.00127,175.00
07/15/34240,00058,0005.00%6,000.0064,000.00
01/15/35182,00059,0005.00%4,550.0063,550.00127,550.00
07/15/35123,00061,0005.00%3,075.0064,075.00
01/15/3662,00062,0005.00%1,550.0063,550.00127,625.00
Totals$1,577,000$895,459.79($50,994.79)$2,421,465.00$2,421,465.00
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-41
CITY OF CARMEL, INDIANA
Qualified Obligation 7
AMORTIZATION OF $1,373,000 PRINCIPAL AMOUNT OF
GENERAL OBLIGATION BONDS, SERIES 2016G
Bonds dated May 5, 2016
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
01/15/17$1,373,000$44,390.63($44,390.63)$0.00$0.00
07/15/171,373,000$24,0002.00%31,961.2555,961.25
01/15/181,349,00024,0004.00%31,721.2555,721.25111,682.50
07/15/181,325,00024,0004.00%31,241.2555,241.25
01/15/191,301,00025,0005.00%30,761.2555,761.25111,002.50
07/15/191,276,00025,0005.00%30,136.2555,136.25
01/15/201,251,00026,0005.00%29,511.2555,511.25110,647.50
07/15/201,225,00027,0005.00%28,861.2555,861.25
01/15/211,198,00027,0002.75%28,186.2555,186.25111,047.50
07/15/211,171,00028,0002.00%27,815.0055,815.00
01/15/221,143,00028,0005.00%27,535.0055,535.00111,350.00
07/15/221,115,00029,0005.00%26,835.0055,835.00
01/15/231,086,00029,0003.00%26,110.0055,110.00110,945.00
07/15/231,057,00030,0005.00%25,675.0055,675.00
01/15/241,027,00031,0005.00%24,925.0055,925.00111,600.00
07/15/24996,00031,0005.00%24,150.0055,150.00
01/15/25965,00032,0005.00%23,375.0055,375.00110,525.00
07/15/25933,00033,0005.00%22,575.0055,575.00
01/15/26900,00034,0005.00%21,750.0055,750.00111,325.00
07/15/26866,00035,0005.00%20,900.0055,900.00
01/15/27831,00035,0005.00%20,025.0055,025.00110,925.00
07/15/27796,00036,0005.00%19,150.0055,150.00
01/15/28760,00037,0003.00%18,250.0055,250.00110,400.00
07/15/28723,00038,0003.00%17,695.0055,695.00
01/15/29685,00038,0005.00%17,125.0055,125.00110,820.00
07/15/29647,00039,0005.00%16,175.0055,175.00
01/15/30608,00040,0005.00%15,200.0055,200.00110,375.00
07/15/30568,00041,0005.00%14,200.0055,200.00
01/15/31527,00042,0005.00%13,175.0055,175.00110,375.00
07/15/31485,00043,0005.00%12,125.0055,125.00
01/15/32442,00044,0005.00%11,050.0055,050.00110,175.00
07/15/32398,00046,0005.00%9,950.0055,950.00
01/15/33352,00047,0005.00%8,800.0055,800.00111,750.00
07/15/33305,00048,0005.00%7,625.0055,625.00
01/15/34257,00049,0005.00%6,425.0055,425.00111,050.00
07/15/34208,00050,0005.00%5,200.0055,200.00
01/15/35158,00051,0005.00%3,950.0054,950.00110,150.00
07/15/35107,00053,0005.00%2,675.0055,675.00
01/15/3654,00054,0005.00%1,350.0055,350.00111,025.00
Totals$1,373,000$778,560.63($44,390.63)$2,107,170.00$2,107,170.00
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-42
CITY OF CARMEL, INDIANA
Qualified Obligation 8
AMORTIZATION OF $1,577,000 PRINCIPAL AMOUNT OF
GENERAL OBLIGATION BONDS, SERIES 2016H
Bonds dated May 5, 2016
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
01/15/17$1,577,000$50,994.79($50,994.79)$0.00$0.00
07/15/171,577,000$27,0002.00%36,716.2563,716.25
01/15/181,550,00027,0004.00%36,446.2563,446.25127,162.50
07/15/181,523,00028,0004.00%35,906.2563,906.25
01/15/191,495,00028,0005.00%35,346.2563,346.25127,252.50
07/15/191,467,00029,0005.00%34,646.2563,646.25
01/15/201,438,00030,0005.00%33,921.2563,921.25127,567.50
07/15/201,408,00030,0005.00%33,171.2563,171.25
01/15/211,378,00031,0002.75%32,421.2563,421.25126,592.50
07/15/211,347,00032,0002.00%31,995.0063,995.00
01/15/221,315,00032,0005.00%31,675.0063,675.00127,670.00
07/15/221,283,00033,0005.00%30,875.0063,875.00
01/15/231,250,00034,0003.00%30,050.0064,050.00127,925.00
07/15/231,216,00034,0005.00%29,540.0063,540.00
01/15/241,182,00035,0005.00%28,690.0063,690.00127,230.00
07/15/241,147,00036,0005.00%27,815.0063,815.00
01/15/251,111,00037,0005.00%26,915.0063,915.00127,730.00
07/15/251,074,00038,0005.00%25,990.0063,990.00
01/15/261,036,00039,0005.00%25,040.0064,040.00128,030.00
07/15/26997,00040,0005.00%24,065.0064,065.00
01/15/27957,00041,0005.00%23,065.0064,065.00128,130.00
07/15/27916,00042,0005.00%22,040.0064,040.00
01/15/28874,00043,0003.00%20,990.0063,990.00128,030.00
07/15/28831,00043,0003.00%20,345.0063,345.00
01/15/29788,00044,0005.00%19,700.0063,700.00127,045.00
07/15/29744,00045,0005.00%18,600.0063,600.00
01/15/30699,00046,0005.00%17,475.0063,475.00127,075.00
07/15/30653,00047,0005.00%16,325.0063,325.00
01/15/31606,00048,0005.00%15,150.0063,150.00126,475.00
07/15/31558,00050,0005.00%13,950.0063,950.00
01/15/32508,00051,0005.00%12,700.0063,700.00127,650.00
07/15/32457,00052,0005.00%11,425.0063,425.00
01/15/33405,00054,0005.00%10,125.0064,125.00127,550.00
07/15/33351,00055,0005.00%8,775.0063,775.00
01/15/34296,00056,0005.00%7,400.0063,400.00127,175.00
07/15/34240,00058,0005.00%6,000.0064,000.00
01/15/35182,00059,0005.00%4,550.0063,550.00127,550.00
07/15/35123,00061,0005.00%3,075.0064,075.00
01/15/3662,00062,0005.00%1,550.0063,550.00127,625.00
Totals$1,577,000$895,459.79($50,994.79)$2,421,465.00$2,421,465.00
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-43
CITY OF CARMEL, INDIANA
Qualified Obligation 9
AMORTIZATION OF $1,426,000 PRINCIPAL AMOUNT OF
GENERAL OBLIGATION BONDS, SERIES 2016I
Bonds dated May 5, 2016
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
01/15/17$1,426,000$46,125.00($46,125.00)$0.00$0.00
07/15/171,426,000$24,0002.00%33,210.0057,210.00
01/15/181,402,00025,0004.00%32,970.0057,970.00115,180.00
07/15/181,377,00025,0004.00%32,470.0057,470.00
01/15/191,352,00026,0005.00%31,970.0057,970.00115,440.00
07/15/191,326,00026,0005.00%31,320.0057,320.00
01/15/201,300,00027,0005.00%30,670.0057,670.00114,990.00
07/15/201,273,00028,0005.00%29,995.0057,995.00
01/15/211,245,00028,0002.75%29,295.0057,295.00115,290.00
07/15/211,217,00029,0002.00%28,910.0057,910.00
01/15/221,188,00029,0005.00%28,620.0057,620.00115,530.00
07/15/221,159,00030,0005.00%27,895.0057,895.00
01/15/231,129,00030,0003.00%27,145.0057,145.00115,040.00
07/15/231,099,00031,0005.00%26,695.0057,695.00
01/15/241,068,00032,0005.00%25,920.0057,920.00115,615.00
07/15/241,036,00032,0005.00%25,120.0057,120.00
01/15/251,004,00033,0005.00%24,320.0057,320.00114,440.00
07/15/25971,00034,0005.00%23,495.0057,495.00
01/15/26937,00035,0005.00%22,645.0057,645.00115,140.00
07/15/26902,00036,0005.00%21,770.0057,770.00
01/15/27866,00037,0005.00%20,870.0057,870.00115,640.00
07/15/27829,00038,0005.00%19,945.0057,945.00
01/15/28791,00039,0003.00%18,995.0057,995.00115,940.00
07/15/28752,00039,0003.00%18,410.0057,410.00
01/15/29713,00040,0005.00%17,825.0057,825.00115,235.00
07/15/29673,00041,0005.00%16,825.0057,825.00
01/15/30632,00042,0005.00%15,800.0057,800.00115,625.00
07/15/30590,00043,0005.00%14,750.0057,750.00
01/15/31547,00044,0005.00%13,675.0057,675.00115,425.00
07/15/31503,00045,0005.00%12,575.0057,575.00
01/15/32458,00046,0005.00%11,450.0057,450.00115,025.00
07/15/32412,00047,0005.00%10,300.0057,300.00
01/15/33365,00048,0005.00%9,125.0057,125.00114,425.00
07/15/33317,00050,0005.00%7,925.0057,925.00
01/15/34267,00051,0005.00%6,675.0057,675.00115,600.00
07/15/34216,00052,0005.00%5,400.0057,400.00
01/15/35164,00053,0005.00%4,100.0057,100.00114,500.00
07/15/35111,00055,0005.00%2,775.0057,775.00
01/15/3656,00056,0005.00%1,400.0057,400.00115,175.00
Totals$1,426,000$809,380.00($46,125.00)$2,189,255.00$2,189,255.00
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-44
CITY OF CARMEL, INDIANA
Qualified Obligation 10
AMORTIZATION OF $1,513,000 PRINCIPAL AMOUNT OF
GENERAL OBLIGATION BONDS, SERIES 2016J
Bonds dated May 5, 2016
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
01/15/17$1,513,000$48,934.03($48,934.03)$0.00$0.00
07/15/171,513,000$26,0002.00%35,232.5061,232.50
01/15/181,487,00026,0004.00%34,972.5060,972.50122,205.00
07/15/181,461,00027,0004.00%34,452.5061,452.50
01/15/191,434,00027,0005.00%33,912.5060,912.50122,365.00
07/15/191,407,00028,0005.00%33,237.5061,237.50
01/15/201,379,00029,0005.00%32,537.5061,537.50122,775.00
07/15/201,350,00029,0005.00%31,812.5060,812.50
01/15/211,321,00030,0002.75%31,087.5061,087.50121,900.00
07/15/211,291,00030,0002.00%30,675.0060,675.00
01/15/221,261,00031,0005.00%30,375.0061,375.00122,050.00
07/15/221,230,00032,0005.00%29,600.0061,600.00
01/15/231,198,00032,0003.00%28,800.0060,800.00122,400.00
07/15/231,166,00033,0005.00%28,320.0061,320.00
01/15/241,133,00034,0005.00%27,495.0061,495.00122,815.00
07/15/241,099,00035,0005.00%26,645.0061,645.00
01/15/251,064,00035,0005.00%25,770.0060,770.00122,415.00
07/15/251,029,00036,0005.00%24,895.0060,895.00
01/15/26993,00037,0005.00%23,995.0060,995.00121,890.00
07/15/26956,00038,0005.00%23,070.0061,070.00
01/15/27918,00039,0005.00%22,120.0061,120.00122,190.00
07/15/27879,00040,0005.00%21,145.0061,145.00
01/15/28839,00041,0003.00%20,145.0061,145.00122,290.00
07/15/28798,00042,0003.00%19,530.0061,530.00
01/15/29756,00042,0005.00%18,900.0060,900.00122,430.00
07/15/29714,00043,0005.00%17,850.0060,850.00
01/15/30671,00044,0005.00%16,775.0060,775.00121,625.00
07/15/30627,00045,0005.00%15,675.0060,675.00
01/15/31582,00047,0005.00%14,550.0061,550.00122,225.00
07/15/31535,00048,0005.00%13,375.0061,375.00
01/15/32487,00049,0005.00%12,175.0061,175.00122,550.00
07/15/32438,00050,0005.00%10,950.0060,950.00
01/15/33388,00051,0005.00%9,700.0060,700.00121,650.00
07/15/33337,00053,0005.00%8,425.0061,425.00
01/15/34284,00054,0005.00%7,100.0061,100.00122,525.00
07/15/34230,00055,0005.00%5,750.0060,750.00
01/15/35175,00057,0005.00%4,375.0061,375.00122,125.00
07/15/35118,00058,0005.00%2,950.0060,950.00
01/15/3660,00060,0005.00%1,500.0061,500.00122,450.00
Totals$1,513,000$858,809.03($48,934.03)$2,322,875.00$2,322,875.00
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-45
CITY OF CARMEL, INDIANA
Qualified Obligation 11
AMORTIZATION OF $1,394,000 PRINCIPAL AMOUNT OF
GENERAL OBLIGATION BONDS, SERIES 2016K
Bonds dated May 5, 2016
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
01/15/17$1,394,000$45,069.44($45,069.44)$0.00$0.00
07/15/171,394,000$24,0002.00%32,450.0056,450.00
01/15/181,370,00024,0004.00%32,210.0056,210.00112,660.00
07/15/181,346,00025,0004.00%31,730.0056,730.00
01/15/191,321,00025,0005.00%31,230.0056,230.00112,960.00
07/15/191,296,00026,0005.00%30,605.0056,605.00
01/15/201,270,00026,0005.00%29,955.0055,955.00112,560.00
07/15/201,244,00027,0005.00%29,305.0056,305.00
01/15/211,217,00028,0002.75%28,630.0056,630.00112,935.00
07/15/211,189,00028,0002.00%28,245.0056,245.00
01/15/221,161,00028,0005.00%27,965.0055,965.00112,210.00
07/15/221,133,00029,0005.00%27,265.0056,265.00
01/15/231,104,00030,0003.00%26,540.0056,540.00112,805.00
07/15/231,074,00030,0005.00%26,090.0056,090.00
01/15/241,044,00031,0005.00%25,340.0056,340.00112,430.00
07/15/241,013,00032,0005.00%24,565.0056,565.00
01/15/25981,00033,0005.00%23,765.0056,765.00113,330.00
07/15/25948,00033,0005.00%22,940.0055,940.00
01/15/26915,00034,0005.00%22,115.0056,115.00112,055.00
07/15/26881,00035,0005.00%21,265.0056,265.00
01/15/27846,00036,0005.00%20,390.0056,390.00112,655.00
07/15/27810,00037,0005.00%19,490.0056,490.00
01/15/28773,00038,0003.00%18,565.0056,565.00113,055.00
07/15/28735,00038,0003.00%17,995.0055,995.00
01/15/29697,00039,0005.00%17,425.0056,425.00112,420.00
07/15/29658,00040,0005.00%16,450.0056,450.00
01/15/30618,00041,0005.00%15,450.0056,450.00112,900.00
07/15/30577,00042,0005.00%14,425.0056,425.00
01/15/31535,00043,0005.00%13,375.0056,375.00112,800.00
07/15/31492,00044,0005.00%12,300.0056,300.00
01/15/32448,00045,0005.00%11,200.0056,200.00112,500.00
07/15/32403,00046,0005.00%10,075.0056,075.00
01/15/33357,00047,0005.00%8,925.0055,925.00112,000.00
07/15/33310,00048,0005.00%7,750.0055,750.00
01/15/34262,00050,0005.00%6,550.0056,550.00112,300.00
07/15/34212,00051,0005.00%5,300.0056,300.00
01/15/35161,00052,0005.00%4,025.0056,025.00112,325.00
07/15/35109,00054,0005.00%2,725.0056,725.00
01/15/3655,00055,0005.00%1,375.0056,375.00113,100.00
Totals$1,394,000$791,069.44($45,069.44)$2,140,000.00$2,140,000.00
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-46
CITY OF CARMEL, INDIANA
Qualified Obligation 12
AMORTIZATION OF $1,383,000 PRINCIPAL AMOUNT OF
GENERAL OBLIGATION BONDS, SERIES 2016L
Bonds dated May 5, 2016
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
01/15/17$1,383,000$44,723.96($44,723.96)$0.00$0.00
07/15/171,383,000$24,0002.00%32,201.2556,201.25
01/15/181,359,00024,0004.00%31,961.2555,961.25112,162.50
07/15/181,335,00024,0004.00%31,481.2555,481.25
01/15/191,311,00025,0005.00%31,001.2556,001.25111,482.50
07/15/191,286,00025,0005.00%30,376.2555,376.25
01/15/201,261,00026,0005.00%29,751.2555,751.25111,127.50
07/15/201,235,00027,0005.00%29,101.2556,101.25
01/15/211,208,00027,0002.75%28,426.2555,426.25111,527.50
07/15/211,181,00028,0002.00%28,055.0056,055.00
01/15/221,153,00028,0005.00%27,775.0055,775.00111,830.00
07/15/221,125,00029,0005.00%27,075.0056,075.00
01/15/231,096,00030,0003.00%26,350.0056,350.00112,425.00
07/15/231,066,00030,0005.00%25,900.0055,900.00
01/15/241,036,00031,0005.00%25,150.0056,150.00112,050.00
07/15/241,005,00031,0005.00%24,375.0055,375.00
01/15/25974,00032,0005.00%23,600.0055,600.00110,975.00
07/15/25942,00033,0005.00%22,800.0055,800.00
01/15/26909,00034,0005.00%21,975.0055,975.00111,775.00
07/15/26875,00035,0005.00%21,125.0056,125.00
01/15/27840,00036,0005.00%20,250.0056,250.00112,375.00
07/15/27804,00037,0005.00%19,350.0056,350.00
01/15/28767,00037,0003.00%18,425.0055,425.00111,775.00
07/15/28730,00038,0003.00%17,870.0055,870.00
01/15/29692,00039,0005.00%17,300.0056,300.00112,170.00
07/15/29653,00040,0005.00%16,325.0056,325.00
01/15/30613,00040,0005.00%15,325.0055,325.00111,650.00
07/15/30573,00041,0005.00%14,325.0055,325.00
01/15/31532,00043,0005.00%13,300.0056,300.00111,625.00
07/15/31489,00044,0005.00%12,225.0056,225.00
01/15/32445,00045,0005.00%11,125.0056,125.00112,350.00
07/15/32400,00046,0005.00%10,000.0056,000.00
01/15/33354,00047,0005.00%8,850.0055,850.00111,850.00
07/15/33307,00048,0005.00%7,675.0055,675.00
01/15/34259,00049,0005.00%6,475.0055,475.00111,150.00
07/15/34210,00051,0005.00%5,250.0056,250.00
01/15/35159,00052,0005.00%3,975.0055,975.00112,225.00
07/15/35107,00053,0005.00%2,675.0055,675.00
01/15/3654,00054,0005.00%1,350.0055,350.00111,025.00
Totals$1,383,000$785,273.96($44,723.96)$2,123,550.00$2,123,550.00
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-47
CITY OF CARMEL, INDIANA
Qualified Obligation 13
AMORTIZATION OF $1,211,000 PRINCIPAL AMOUNT OF
GENERAL OBLIGATION BONDS, SERIES 2016M
Bonds dated May 5, 2016
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
01/15/17$1,211,000$39,166.67($39,166.67)$0.00$0.00
07/15/171,211,000$21,0002.00%28,200.0049,200.00
01/15/181,190,00021,0004.00%27,990.0048,990.0098,190.00
07/15/181,169,00021,0004.00%27,570.0048,570.00
01/15/191,148,00022,0005.00%27,150.0049,150.0097,720.00
07/15/191,126,00022,0005.00%26,600.0048,600.00
01/15/201,104,00023,0005.00%26,050.0049,050.0097,650.00
07/15/201,081,00024,0005.00%25,475.0049,475.00
01/15/211,057,00024,0002.75%24,875.0048,875.0098,350.00
07/15/211,033,00024,0002.00%24,545.0048,545.00
01/15/221,009,00025,0005.00%24,305.0049,305.0097,850.00
07/15/22984,00025,0005.00%23,680.0048,680.00
01/15/23959,00026,0003.00%23,055.0049,055.0097,735.00
07/15/23933,00026,0005.00%22,665.0048,665.00
01/15/24907,00027,0005.00%22,015.0049,015.0097,680.00
07/15/24880,00028,0005.00%21,340.0049,340.00
01/15/25852,00028,0005.00%20,640.0048,640.0097,980.00
07/15/25824,00029,0005.00%19,940.0048,940.00
01/15/26795,00030,0005.00%19,215.0049,215.0098,155.00
07/15/26765,00031,0005.00%18,465.0049,465.00
01/15/27734,00031,0005.00%17,690.0048,690.0098,155.00
07/15/27703,00032,0005.00%16,915.0048,915.00
01/15/28671,00033,0003.00%16,115.0049,115.0098,030.00
07/15/28638,00033,0003.00%15,620.0048,620.00
01/15/29605,00034,0005.00%15,125.0049,125.0097,745.00
07/15/29571,00035,0005.00%14,275.0049,275.00
01/15/30536,00036,0005.00%13,400.0049,400.0098,675.00
07/15/30500,00036,0005.00%12,500.0048,500.00
01/15/31464,00037,0005.00%11,600.0048,600.0097,100.00
07/15/31427,00038,0005.00%10,675.0048,675.00
01/15/32389,00039,0005.00%9,725.0048,725.0097,400.00
07/15/32350,00040,0005.00%8,750.0048,750.00
01/15/33310,00041,0005.00%7,750.0048,750.0097,500.00
07/15/33269,00042,0005.00%6,725.0048,725.00
01/15/34227,00043,0005.00%5,675.0048,675.0097,400.00
07/15/34184,00044,0005.00%4,600.0048,600.00
01/15/35140,00045,0005.00%3,500.0048,500.0097,100.00
07/15/3595,00047,0005.00%2,375.0049,375.00
01/15/3648,00048,0005.00%1,200.0049,200.0098,575.00
Totals$1,211,000$687,156.67($39,166.67)$1,858,990.00$1,858,990.00
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-48
CITY OF CARMEL, INDIANA
Qualified Obligations 1 - 13
ESTIMATED TAX IMPACT
EstimatedEstimated
BudgetAnnualTaxNetDebt Service
YearDebt ServiceLevyAssessed ValueTax Rate
(1)(2)(3)(4)
2016$0$0$6,700,625,433$0.0000
20171,485,8701,411,5776,700,625,4330.0211
20181,483,5301,409,3546,700,625,4330.0210
20191,483,0951,408,9406,700,625,4330.0210
20201,484,3451,410,1286,700,625,4330.0210
20211,485,7001,411,4156,700,625,4330.0211
20221,484,6901,410,4566,700,625,4330.0210
20231,485,3801,411,1116,700,625,4330.0211
20241,481,4801,407,4066,700,625,4330.0210
20251,484,7051,410,4706,700,625,4330.0210
20261,485,5301,411,2546,700,625,4330.0211
20271,484,1301,409,9246,700,625,4330.0210
20281,483,5101,409,3356,700,625,4330.0210
20291,484,1501,409,9436,700,625,4330.0210
20301,479,3501,405,3836,700,625,4330.0210
20311,481,9751,407,8766,700,625,4330.0210
20321,482,6501,408,5186,700,625,4330.0210
20331,482,2501,408,1386,700,625,4330.0210
20341,481,7501,407,6636,700,625,4330.0210
20351,485,8751,411,5816,700,625,4330.0211
Totals$28,189,965$26,780,467
(1) See pages B-36 through B-48.
(2) Assumes financial institutions/license excise factor of 5%, with 95% payable from
a property tax levy.
(3) Based on the certified net assessed value for 2015 pay 2016 for the City of Carmel
with no growth assumed thereafter.
(4) Represents the illustrative debt service tax rate for the estimated debt per $100 of net
assessed value.
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-49
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 14
SOURCES AND USES
Uses of Funds:
Net available proceeds for projects$160,000,000.00
Capitalized interest through July 15, 20177,961,076.74
Underwriter's Discount559,488.00
Cost of issuance and contingencies844,330.95
Total Uses of Funds$169,364,895.69
Sources of Funds:
Lease Rental Bonds, Series 2016A (1)$139,872,000.00
Original issue premium29,492,895.69
Total Sources of Funds$169,364,895.69
(1) The Bonds are payable from a pledge of County Option Income Tax (COIT)
revenues with a property tax back-up.
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-50
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 14
AMORTIZATION OF $139,872,000 PRINCIPAL AMOUNT OF
LEASE RENTAL BONDS, SERIES 2016A (PUBLIC INFRASTRUCTURE PROJECTS)
Bonds dated May 5, 2016
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
01/15/17$139,872,000$4,628,532.99($4,628,532.99)$0.00$0.00
07/15/17139,872,0003,332,543.75(3,332,543.75)0.00
01/15/18139,872,0003,332,543.753,332,543.753,332,543.75
07/15/18139,872,000$935,0004.000%3,332,543.754,267,543.75
01/15/19138,937,000954,0005.000%3,313,843.754,267,843.758,535,387.50
07/15/19137,983,0001,436,0005.000%3,289,993.754,725,993.75
01/15/20136,547,0001,472,0005.000%3,254,093.754,726,093.759,452,087.50
07/15/20135,075,0001,527,0005.000%3,217,293.754,744,293.75
01/15/21133,548,0001,565,0002.750%3,179,118.754,744,118.759,488,412.50
07/15/21131,983,0001,607,0002.000%3,157,600.004,764,600.00
01/15/22130,376,0001,624,0005.000%3,141,530.004,765,530.009,530,130.00
07/15/22128,752,0001,684,0005.000%3,100,930.004,784,930.00
01/15/23127,068,0001,726,0003.000%3,058,830.004,784,830.009,569,760.00
07/15/23125,342,0001,809,0005.000%3,032,940.004,841,940.00
01/15/24123,533,0001,854,0005.000%2,987,715.004,841,715.009,683,655.00
07/15/24121,679,0001,942,0005.000%2,941,365.004,883,365.00
01/15/25119,737,0001,990,0005.000%2,892,815.004,882,815.009,766,180.00
07/15/25117,747,0002,077,0005.000%2,843,065.004,920,065.00
01/15/26115,670,0002,129,000(1)(3)3.380%2,791,140.004,920,140.009,840,205.00
07/15/26113,541,0002,203,0005.000%2,755,165.004,958,165.00
01/15/27111,338,0002,258,0005.000%2,700,090.004,958,090.009,916,255.00
07/15/27109,080,0003,325,0005.000%2,643,640.005,968,640.00
01/15/28105,755,0003,409,0003.000%2,560,515.005,969,515.0011,938,155.00
07/15/28102,346,0004,762,0003.000%2,509,380.007,271,380.00
01/15/2997,584,0004,833,0005.000%2,437,950.007,270,950.0014,542,330.00
07/15/2992,751,0004,955,0005.000%2,317,125.007,272,125.00
01/15/3087,796,0005,079,0005.000%2,193,250.007,272,250.0014,544,375.00
07/15/3082,717,0005,415,0005.000%2,066,275.007,481,275.00
01/15/3177,302,0005,551,0005.000%1,930,900.007,481,900.0014,963,175.00
07/15/3171,751,0006,404,0005.000%1,792,125.008,196,125.00
01/15/3265,347,0006,565,0005.000%1,632,025.008,197,025.0016,393,150.00
07/15/3258,782,0006,729,0005.000%1,467,900.008,196,900.00
01/15/3352,053,0006,897,0005.000%1,299,675.008,196,675.0016,393,575.00
07/15/3345,156,0007,069,0005.000%1,127,250.008,196,250.00
01/15/3438,087,0007,246,0005.000%950,525.008,196,525.0016,392,775.00
07/15/3430,841,0007,427,0005.000%769,375.008,196,375.00
01/15/3523,414,0007,613,0005.000%583,700.008,196,700.0016,393,075.00
07/15/3515,801,0007,803,0005.000%393,375.008,196,375.00
01/15/367,998,0007,998,000(2)(3)4.959%198,300.008,196,300.0016,392,675.00
Totals$139,872,000$95,156,977.99($7,961,076.74)$227,067,901.25$227,067,901.25
(1) $979,000 of Bonds due January 15, 2026 at 5.00% and $1,150,000 of Bonds due January 15, 2026 at 2.00%.
(2) $7,833,000 of Bonds due January 15, 2036 at 5.00% and $165,000 of Bonds due January 15, 2036 at 3.00%.
(3) Bifurcated Bonds. Blended interest rate shown.
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-51
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 14
ANNUAL LEASE RENTAL PAYMENTS
BondLease
PaymentPaymentLease Rentals
DatesDatesAnnualSemiannual
01/15/1701/01/17$0$0
07/15/1707/01/171,669,000
01/15/1801/01/183,338,0001,669,000
07/15/1807/01/184,270,500
01/15/1901/01/198,541,0004,270,500
07/15/1907/01/194,729,000
01/15/2001/01/209,458,0004,729,000
07/15/2007/01/204,747,000
01/15/2101/01/219,494,0004,747,000
07/15/2107/01/214,768,000
01/15/2201/01/229,536,0004,768,000
07/15/2207/01/224,787,500
01/15/2301/01/239,575,0004,787,500
07/15/2307/01/234,844,500
01/15/2401/01/249,689,0004,844,500
07/15/2407/01/244,886,000
01/15/2501/01/259,772,0004,886,000
07/15/2507/01/254,923,000
01/15/2601/01/269,846,0004,923,000
07/15/2607/01/264,961,000
01/15/2701/01/279,922,0004,961,000
07/15/2707/01/275,972,000
01/15/2801/01/2811,944,0005,972,000
07/15/2807/01/287,274,000
01/15/2901/01/2914,548,0007,274,000
07/15/2907/01/297,275,000
01/15/3001/01/3014,550,0007,275,000
07/15/3007/01/307,484,500
01/15/3101/01/3114,969,0007,484,500
07/15/3107/01/318,199,500
01/15/3201/01/3216,399,0008,199,500
07/15/3207/01/328,199,500
01/15/3301/01/3316,399,0008,199,500
07/15/3307/01/338,199,000
01/15/3401/01/3416,398,0008,199,000
07/15/3407/01/348,199,500
01/15/3501/01/3516,399,0008,199,500
07/15/3507/01/358,199,000
01/15/3601/01/3616,398,0008,199,000
$227,175,000$227,175,000
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-52
235%217%182%182%182%182%182%182%183%183%183%184%187%187%187%213%213%214%213%214%
Coverage
Estimated
COIT
18,842,298
15,726,38115,803,52015,807,76015,810,52215,813,92215,823,37815,830,37815,836,37815,843,37816,015,87816,238,37816,238,37816,273,37818,611,37818,611,37818,612,37818,611,37818,612,378
Surplus
$17,293,775
Estimated
$336,256,592
Debt
Total
Service
(16,168,080)(19,283,997)(19,206,858)(19,202,618)(19,199,856)(19,196,456)(19,187,000)(19,180,000)(19,174,000)(19,167,000)(18,994,500)(18,772,000)(18,772,000)(18,737,000)(16,399,000)(16,399,000)(16,398
,000)(16,399,000)(16,398,000)
($12,857,320)
($359,091,685)
$0
(7)
(3,338,000)
(8,541,000)(9,458,000)(9,494,000)(9,536,000)(9,575,000)(9,689,000)(9,772,000)(9,846,000)(9,922,000)
(11,944,000)(14,548,000)(14,550,000)(14,969,000)(16,399,000)(16,399,000)(16,398,000)(16,399,000)(16,398,000)
2016A Lease
Rental Bonds($227,175,000)
(8,319,000)(5,653,000)(5,654,000)(5,654,000)(5,648,000)(5,653,000)(5,657,000)(5,649,000)(5,650,000)(5,649,000)(2,826,500)
(6)
($8,320,000)
($70,332,500)
2014 Bonds
Lease Rentals
& Unrefunded
2006 COIT Bonds
(5)
(749,946)(754,634)(758,858)(762,618)(775,856)(783,456)
($754,968)
Bonds
($5,340,336)
Refunding
2011 COIT
B-53
(465,000)(465,000)(465,000)(465,000)(465,000)(465,000)(465,000)(465,000)(465,000)(465,000)(465,000)(465,000)(465,000)
($465,000)
($6,510,000)
(4)
Qualified Obligation 14
City's Limited
COIT Pledge to
Hamilton County
dated April 20, 2016 by Umbaugh.)
2011 & 2012 TIF Bonds
(Subject to the comments in the attached Report
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
COMBINED DEBT SERVICE AND COIT COMPARISON
Outstanding COIT Obligations
(3)
(1,688,000)(2,264,000)(2,221,000)(2,177,000)(2,125,000)(2,070,000)(2,726,000)(2,644,000)(2,563,000)(2,481,000)(3,109,000)(3,109,000)(3,107,000)(3,118,000)
Bonds
($1,705,000)
($37,107,000)
2010 COIT
Lease Rental
(2)
(958,134)(956,363)
Bonds
($962,352)
Refunding
($2,876,849)
2006 COIT
(650,000)
(650,000)(650,000)(650,000)(650,000)(650,000)(650,000)(650,000)(650,000)(650,000)(650,000)(650,000)(650,000)(650,000)
($650,000)
($9,750,000)
(1)
City's Limited
COIT Pledge to
Hamilton County
2015 Refunding Bonds
(8)(9)
COIT
35,010,378
35,010,37835,010,37835,010,37835,010,37835,010,37835,010,37835,010,37835,010,37835,010,37835,010,37835,010,37835,010,37835,010,37835,010,37835,010,37835,010,37835,010,37835,010,378
$30,151,095
Estimated
Distribution
$695,348,277
Year20162017
201820192020202120222023202420252026202720282029203020312032203320342035
Totals
Budget
(1) $18,330,000 Outstanding Hamilton County Redevelopment District Tax Increment Refunding Revenue Bonds of 2015. The debt service on the Hamilton County 2015 Bonds is paid from
tax increment generated from the Thomson EDA. To the extent tax increment is not sufficient, the City has pledged up to $650,000 of its annual share of COIT to the repayment of the
debt service.(2) Although not formally pledged, debt service on the $3,030,000 Outstanding Redevelopment District Taxable County Option Income Tax Revenue Refunding Bonds, Series 2006
has been, and is anticipated to be, paid from tax increment generated from the 126th Street Corridor EDA and the City Center Redevelopment Area.(3) $25,225,000 Outstanding Redevelopment
Authority County Option Income Tax Lease Rental Revenue Bonds of 2010.(4) $15,405,000 Outstanding Hamilton County Redevelopment Authority Economic Development Lease Rental Bonds of
2011 and $4,405,000 Outstanding Hamilton County Redevelopment Authority Economic Development Lease Rental Bonds of 2012. The debt service on the Hamilton County 2011 and 2012
Bonds is paid from tax increment generated from the 96th Street-U.S. 421 EDA. To the extent tax increment is not sufficient, the City has pledged up to $465,000 of its annual
share of COIT to the repayment of the debt service.(5) $5,220,000 Outstanding Redevelopment Authority County Option Income Tax Revenue Refunding Bonds of 2011.(6) Outstanding Redevelopment
Authority County Option Income Tax Lease Rental Revenue Refunding Bonds, Series 2014A and Series 2014B. Also, includes unrefunded portion of Outstanding Redevelopment Authority
County Option Income Tax Lease Rental Revenue Bonds, Series 2006.(7) See page B-52. (8) Based on 2016 certified amount per the Department of Local Government Finance.(9) Based
on COIT projection from City representatives as of March 16, 2016.
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 14
HISTORICAL COIT RECEIPTS
(Unaudited)
City of CarmelTotal
YearDistributiveHamilton County
PayableShare of COITCOIT
(1)(1)
2005$13,719,390$62,711,452
200618,706,28781,501,969
200720,610,17687,534,183
200819,903,57391,074,585
200923,123,787101,148,480
201022,622,71599,862,358
2011(2)20,951,75893,512,651
2012(3)21,510,782100,063,729
201324,445,596105,945,753
201426,991,843116,996,445
201528,585,760122,989,331
201630,151,095128,929,046
(1) Certified distributions.
(2) Adjusted to reflect additional funds distributed by the State in
April 2012 due to a correction.
(3) Certified amount revised by the State in April 2012.
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-54
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 15
SOURCES AND USES
Uses of Funds:
Net available proceeds for projects$12,000,000.00
Debt service reserve surety policy66,711.96
Underwriter's discount41,348.00
Cost of issuance and contingencies147,577.64
Total Uses of Funds$12,255,637.60
Sources of Funds:
Lease Rental Bonds, Series 2016B (1)$10,337,000.00
Original issue premium1,918,637.60
Total Sources of Funds$12,255,637.60
(1) The Bonds are payable from Special Benefits Tax but Commission reasonably
expects, but is not required, to pay Lease Rentals from Tax Increment revenues
or other legally available revenues of the Commission.
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-55
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 15
AMORTIZATION OF $10,337,000 PRINCIPAL AMOUNT OF
LEASE RENTAL BONDS, SERIES 2016B (ECONOMIC DEVELOPMENT PROJECTS)
Bonds dated May 5, 2016
PaymentPrincipalInterestBond Year
DatesBalancePrincipalRatesInterestDebt ServiceDebt Service
01/15/17$10,337,000$311,376.74$311,376.74$311,376.74
07/15/1710,337,000224,191.25224,191.25
01/15/1810,337,000224,191.25224,191.25448,382.50
07/15/1810,337,000$235,0004.00%224,191.25459,191.25
01/15/1910,102,000240,0005.00%219,491.25459,491.25918,682.50
07/15/199,862,000185,0005.00%213,491.25398,491.25
01/15/209,677,000190,0005.00%208,866.25398,866.25797,357.50
07/15/209,487,000226,0005.00%204,116.25430,116.25
01/15/219,261,000231,0002.75%198,466.25429,466.25859,582.50
07/15/219,030,000272,0002.00%195,290.00467,290.00
01/15/228,758,000275,0005.00%192,570.00467,570.00934,860.00
07/15/228,483,000278,0005.00%185,695.00463,695.00
01/15/238,205,000285,0003.00%178,745.00463,745.00927,440.00
07/15/237,920,000424,0005.00%174,470.00598,470.00
01/15/247,496,000434,0005.00%163,870.00597,870.001,196,340.00
07/15/247,062,000480,0005.00%153,020.00633,020.00
01/15/256,582,000492,0005.00%141,020.00633,020.001,266,040.00
07/15/256,090,000567,0005.00%128,720.00695,720.00
01/15/265,523,000581,0005.00%114,545.00695,545.001,391,265.00
07/15/264,942,000695,0005.00%100,020.00795,020.00
01/15/274,247,000712,0005.00%82,645.00794,645.001,589,665.00
07/15/273,535,000994,0005.00%64,845.001,058,845.00
01/15/282,541,0001,019,0003.00%39,995.001,058,995.002,117,840.00
07/15/281,522,0001,334,0003.00%24,710.001,358,710.00
01/15/29188,000188,0005.00%4,700.00192,700.001,551,410.00
Totals$10,337,000$3,973,241.74$14,310,241.74$14,310,241.74
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-56
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 15
ANNUAL LEASE RENTAL PAYMENTS
BondLease
PaymentPaymentLease Rentals
DatesDatesAnnualSemiannual
01/15/1701/01/17$317,000$317,000
07/15/1707/01/17227,000
01/15/1801/01/18454,000227,000
07/15/1807/01/18462,000
01/15/1901/01/19924,000462,000
07/15/1907/01/19401,500
01/15/2001/01/20803,000401,500
07/15/2007/01/20432,500
01/15/2101/01/21865,000432,500
07/15/2107/01/21470,000
01/15/2201/01/22940,000470,000
07/15/2207/01/22466,500
01/15/2301/01/23933,000466,500
07/15/2307/01/23601,000
01/15/2401/01/241,202,000601,000
07/15/2407/01/24636,000
01/15/2501/01/251,272,000636,000
07/15/2507/01/25698,500
01/15/2601/01/261,397,000698,500
07/15/2607/01/26797,500
01/15/2701/01/271,595,000797,500
07/15/2707/01/271,061,500
01/15/2801/01/282,123,0001,061,500
07/15/2807/01/281,361,500
01/15/2901/01/291,557,000195,500
$14,382,000$14,382,000
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-57
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 16
SOURCES AND USES
Uses of Funds:
Deposit to escrow account$18,597,134.10
Debt service reserve surety policy38,989.91
Underwriter's discount60,656.00
Cost of issuance and contingencies161,077.12
Total Uses of Funds$18,857,857.13
Sources of Funds:
Lease Rental Refunding Bonds, Series 2016C (1)$15,164,000.00
Original issue premium3,006,403.87
Prior funds687,453.26
Total Sources of Funds$18,857,857.13
(1) The Bonds are payable from Special Benefits Tax but Commission
reasonably expects, but is not required, to pay Lease Rentals from
Tax Increment revenues or other legally available revenues of the
Commission.
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-58
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 16
AMORTIZATION OF $15,164,000 PRINCIPAL AMOUNT OF
LEASE RENTAL REFUNDING BONDS, SERIES 2016C (ENERGY CENTER PROJECT)
Bonds dated May 5, 2016
PaymentPrincipalInterestBond Year
DatesBalancePrincipalRatesInterestDebt ServiceDebt Service
01/15/17$15,164,000$130,0002.00%$486,592.01$616,592.01$616,592.01
07/15/1715,034,000266,0002.00%349,046.25615,046.25
01/15/1814,768,000272,0004.00%346,386.25618,386.251,233,432.50
07/15/1814,496,000276,0004.00%340,946.25616,946.25
01/15/1914,220,000280,0005.00%335,426.25615,426.251,232,372.50
07/15/1913,940,000290,0005.00%328,426.25618,426.25
01/15/2013,650,000296,0005.00%321,176.25617,176.251,235,602.50
07/15/2013,354,000301,0005.00%313,776.25614,776.25
01/15/2113,053,000311,0002.75%306,251.25617,251.251,232,027.50
07/15/2112,742,000313,0002.00%301,975.00614,975.00
01/15/2212,429,000318,0005.00%298,845.00616,845.001,231,820.00
07/15/2212,111,000328,0005.00%290,895.00618,895.00
01/15/2311,783,000333,0003.00%282,695.00615,695.001,234,590.00
07/15/2311,450,000338,0005.00%277,700.00615,700.00
01/15/2411,112,000347,0005.00%269,250.00616,250.001,231,950.00
07/15/2410,765,000355,0005.00%260,575.00615,575.00
01/15/2510,410,000364,0005.00%251,700.00615,700.001,231,275.00
07/15/2510,046,000377,0005.00%242,600.00619,600.00
01/15/269,669,000385,0005.00%233,175.00618,175.001,237,775.00
07/15/269,284,000393,0005.00%223,550.00616,550.00
01/15/278,891,000405,0005.00%213,725.00618,725.001,235,275.00
07/15/278,486,000413,0005.00%203,600.00616,600.00
01/15/288,073,000426,0003.00%193,275.00619,275.001,235,875.00
07/15/287,647,000429,0003.00%186,885.00615,885.00
01/15/297,218,000437,0005.00%180,450.00617,450.001,233,335.00
07/15/296,781,000448,0005.00%169,525.00617,525.00
01/15/306,333,000460,0005.00%158,325.00618,325.001,235,850.00
07/15/305,873,000471,0005.00%146,825.00617,825.00
01/15/315,402,000483,0005.00%135,050.00618,050.001,235,875.00
07/15/314,919,000494,0005.00%122,975.00616,975.00
01/15/324,425,000504,0005.00%110,625.00614,625.001,231,600.00
07/15/323,921,000520,0005.00%98,025.00618,025.00
01/15/333,401,000530,0005.00%85,025.00615,025.001,233,050.00
07/15/332,871,000545,0005.00%71,775.00616,775.00
01/15/342,326,000560,0005.00%58,150.00618,150.001,234,925.00
07/15/341,766,000574,0005.00%44,150.00618,150.00
01/15/351,192,000589,0005.00%29,800.00618,800.001,236,950.00
07/15/35603,000603,0005.00%15,075.00618,075.00618,075.00
Totals$15,164,000$8,284,247.01$23,448,247.01$23,448,247.01
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-59
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 16
ANNUAL LEASE RENTAL PAYMENTS
BondLease
PaymentPaymentLease Rentals
DatesDatesAnnualSemiannual
01/15/1701/01/17$619,500$619,500
07/15/1707/01/17619,500
01/15/1801/01/181,239,000619,500
07/15/1807/01/18619,000
01/15/1901/01/191,238,000619,000
07/15/1907/01/19620,500
01/15/2001/01/201,241,000620,500
07/15/2007/01/20619,000
01/15/2101/01/211,238,000619,000
07/15/2107/01/21618,500
01/15/2201/01/221,237,000618,500
07/15/2207/01/22620,000
01/15/2301/01/231,240,000620,000
07/15/2307/01/23618,500
01/15/2401/01/241,237,000618,500
07/15/2407/01/24618,500
01/15/2501/01/251,237,000618,500
07/15/2507/01/25621,500
01/15/2601/01/261,243,000621,500
07/15/2607/01/26620,500
01/15/2701/01/271,241,000620,500
07/15/2707/01/27620,500
01/15/2801/01/281,241,000620,500
07/15/2807/01/28619,500
01/15/2901/01/291,239,000619,500
07/15/2907/01/29620,500
01/15/3001/01/301,241,000620,500
07/15/3007/01/30620,500
01/15/3101/01/311,241,000620,500
07/15/3107/01/31618,500
01/15/3201/01/321,237,000618,500
07/15/3207/01/32619,500
01/15/3301/01/331,239,000619,500
07/15/3307/01/33620,000
01/15/3401/01/341,240,000620,000
07/15/3407/01/34621,000
01/15/3501/01/351,242,000621,000
07/15/3507/01/35621,500621,500
$23,552,000$23,552,000
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-60
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 16
CALCULATION OF NET SAVINGS
Debt Service
Payment2010 C COPs2016C Refunding Savings
DatesRefunded BondsBonds (QO 16)SemiannualAnnual
(1)
07/15/16$680,756.25$680,756.25
01/15/17679,862.50$616,592.0163,270.49$744,026.74
07/15/17678,825.00615,046.2563,778.75
01/15/18682,643.75618,386.2564,257.50128,036.25
07/15/18681,175.00616,946.2564,228.75
01/15/19679,562.50615,426.2564,136.25128,365.00
07/15/19682,806.25618,426.2564,380.00
01/15/20680,762.50617,176.2563,586.25127,966.25
07/15/20678,575.00614,776.2563,798.75
01/15/21681,243.75617,251.2563,992.50127,791.25
07/15/21678,625.00614,975.0063,650.00
01/15/22680,862.50616,845.0064,017.50127,667.50
07/15/22682,812.50618,895.0063,917.50
01/15/23679,475.00615,695.0063,780.00127,697.50
07/15/23679,887.50615,700.0064,187.50
01/15/24679,975.00616,250.0063,725.00127,912.50
07/15/24679,737.50615,575.0064,162.50
01/15/25679,175.00615,700.0063,475.00127,637.50
07/15/25683,287.50619,600.0063,687.50
01/15/26681,912.50618,175.0063,737.50127,425.00
07/15/26680,212.50616,550.0063,662.50
01/15/27683,187.50618,725.0064,462.50128,125.00
07/15/27680,675.00616,600.0064,075.00
01/15/28682,837.50619,275.0063,562.50127,637.50
07/15/28679,512.50615,885.0063,627.50
01/15/29680,862.50617,450.0063,412.50127,040.00
07/15/29681,725.00617,525.0064,200.00
01/15/30682,100.00618,325.0063,775.00127,975.00
07/15/30681,987.50617,825.0064,162.50
01/15/31681,387.50618,050.0063,337.50127,500.00
07/15/31680,300.00616,975.0063,325.00
01/15/32678,725.00614,625.0064,100.00127,425.00
07/15/32681,662.50618,025.0063,637.50
01/15/33678,950.00615,025.0063,925.00127,562.50
07/15/33680,750.00616,775.0063,975.00
01/15/34681,900.00618,150.0063,750.00127,725.00
07/15/34682,400.00618,150.0064,250.00
01/15/35682,250.00618,800.0063,450.00127,700.00
07/15/35681,450.00618,075.0063,375.0063,375.00
Totals$26,554,837.50$23,448,247.01$3,106,590.49$3,106,590.49
Transfer from Prior Bond Funds(687,453.26)
Gross Savings$2,419,137.23
Net Present Value Savings$1,948,207.61
(1) See page B-59.
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-61
(8)
(7)
4,200,2905,600,2907,000,2908,400,2909,800,2901,839,122
Special
Reserve
11,200,29014,000,29015,400,29016,800,29018,200,29019,600,29021,000,29022,400,29023,800,29025,200,29025,200,290
$2,800,29012,600,29025,200,29025,200,29018,401,05611,395,784
Cumulative
Net
2,338,1393,403,2193,398,4193,401,2643,393,6783,392,1463,370,2963,357,2323,343,6373,327,9523,389,8023,742,0333,183,4103,903,0123,910,5273,785,8123,631,9163,525,460
Annual(6,799,233)(7,005,272)(9,556,662)
$3,258,010
Surplus/
(Deficit)
$41,694,794
(6)
1,400,0001,400,0001,400,0001,400,0001,400,0001,400,0001,400,0001,400,0001,400,0001,400,0001,400,000
1,400,0001,400,0001,400,0001,400,000
Special
Reserve$1,400,000
$22,400,000
Contribution
47%43%22%
124%118%122%120%120%119%119%118%118%117%117%117%119%127%133%133%124%128%127%
Annual
Coverage
4,798,4194,801,2644,793,6784,757,2324,743,6374,727,9524,789,8025,142,0334,583,4105,303,0125,310,5273,785,812
3,738,1394,803,2194,792,1464,770,2963,631,9163,525,460
Annual(6,799,233)(7,005,272)(9,556,662)
$4,658,010
Surplus/
(Deficit)
$64,094,794
Total
(23,540,548)(24,166,703)(24,858,049)(25,519,620)(26,659,525)(27,280,950)(27,904,475)(28,442,925)(27,742,044)(16,775,397)(16,055,804)(16,048,290)(15,835,775)
(20,810,008)(22,045,958)(26,545,216)(12,928,361)(13,034,826)(12,897,500)(12,276,000)(12,275,000)
($19,064,010)
Obligations
($452,706,981)
(621,500)
(5)
($619,500)
(1,241,000)(1,238,000)(1,237,000)(1,240,000)(1,237,000)(1,243,000)(1,241,000)(1,241,000)(1,239,000)(1,241,000)(1,241,000)(1,237,000)(1,239,000)
(1,239,000)(1,238,000)(1,237,000)(1,240,000)(1,242,000)
($23,552,000)
2016C Lease
Refunding Bonds
B-62
(454,000)(924,000)(803,000)(865,000)(940,000)(933,000)
(4)
($317,000)
(1,202,000)(1,272,000)(1,397,000)(1,595,000)(2,123,000)(1,557,000)
2016B
($14,382,000)
Obligations
Lease Rentals
Qualified Obligations 15 & 16
dated April 20, 2016 by Umbaugh.)
(Subject to the comments in the attached Report
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
(19,117,008)(19,883,958)(21,496,548)(22,063,703)(22,681,049)(23,346,620)(24,106,216)(24,150,525)(24,640,950)(25,068,475)(25,078,925)(24,946,044)(15,534,397)(14,814,804)(14,811,290)(14,596,775)(11,688
,361)(11,792,826)(12,276,000)(12,276,000)(12,275,000)
District
($18,127,510)
Obligations
Outstanding($414,772,981)
6,098,2675,270,7282,718,338
COMPARISON OF ESTIMATED REVENUES AND OBLIGATIONS AND COVERAGE ANALYSIS
Total
28,338,96628,967,96629,651,72630,311,76631,416,75732,024,58732,632,42733,232,72732,884,07721,358,80721,358,81721,358,81719,621,588
24,548,14726,849,17631,315,51216,560,27716,560,287
$23,722,019
Revenues
$516,801,775
(3)
200,000200,000200,000
$700,000
Reserve
$1,300,000
Civic & Energy
(9)
856,060
(2)
2,278,0302,278,0302,278,0302,278,0302,278,0302,278,0302,278,0302,278,0302,278,0302,278,0302,278,0302,278,0302,278,0302,278,0302,278,030
$2,375,020
Parkwood
$37,401,530
Revenues
Tax Increment
(10)(10)(10)(10)
(1)
6,098,2775,270,7282,718,348
22,070,11724,371,14625,860,93626,689,93627,373,69628,033,73629,037,48229,138,72729,746,55730,354,39730,954,69730,606,04719,080,78719,080,78719,080,78718,765,53716,560,28716,560,287
$20,646,999
$478,100,294
CRC Revenues
Total Estimated
Tax
Year202020212022202520262027202820292030203120322033
2016201720182019202320242034203520362037
Totals
Collection
(1) Includes General Tax Increment, 4CDC Grant Funds, and Energy Consumption Payments. (2) Assumes Tax Increment from the Parkwood Crossing and Parkwood East Allocation Areas (not including
the Drury Hotel).(3) CRC Reserves to cover annual Civic Payments and Energy Consumption Payments.(4) See page B-57.(5) See page B-60.(6) Represents CRC revenue contributions to the
Special Reserve.(7) Represents the accumulation of funds in the Special Reserve and assumes any annual deficits are paid from the Special Reserve.(8) Represents the December 9, 2015
balance of the Special Reserve, which includes 2014 PAC Bond savings, per the Carmel Redevelopment Commission less the pay-off of a portion of the Village Financial Amended and
Restated Installment Purchase Agreement (Secondary Number One).(9) Assumes 30-year life of Parkwood Crossing has expired.(10) Assumes 30-year lives of the TIF areas begin to expire.
CARMEL (INDIANA) MUNICIPAL STORM WATER UTILITY
Qualified Obligation 17
SOURCES AND USES
Uses of Funds:
Net available proceeds for projects$33,939,000.00
Debt service reserve2,373,925.00
Underwriter's Discount122,880.00
Cost of issuance and contingencies168,774.01
Total Uses of Funds$36,604,579.01
Sources of Funds:
Storm Water District Bonds, Series 2016 (1)$30,720,000.00
Original issue premium5,884,579.01
Total Sources of Funds$36,604,579.01
(1) The Bonds are payable from a Special Benefits Tax with the intent to use Storm
Water revenues.
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-63
CARMEL (INDIANA) MUNICIPAL STORM WATER UTILITY
Qualified Obligation 17
AMORTIZATION OF $30,720,000 PRINCIPAL AMOUNT OF
STORM WATER DISTRICT BONDS, SERIES 2016
Bonds dated May 5, 2016
PaymentPrincipalInterestBond Year
DatesBalancePrincipalRatesInterestDebt ServiceDebt Service
01/15/17$30,720,000$1,390,0002.00%$967,687.50$2,357,687.50$2,357,687.50
07/15/1729,330,000503,0002.00%682,835.001,185,835.00
01/15/1828,827,000505,0004.00%677,805.001,182,805.002,368,640.00
07/15/1828,322,000521,0004.00%667,705.001,188,705.00
01/15/1927,801,000525,0005.00%657,285.001,182,285.002,370,990.00
07/15/1927,276,000542,0005.00%644,160.001,186,160.00
01/15/2026,734,000554,0005.00%630,610.001,184,610.002,370,770.00
07/15/2026,180,000569,0005.00%616,760.001,185,760.00
01/15/2125,611,000584,0002.75%602,535.001,186,535.002,372,295.00
07/15/2125,027,000592,0002.00%594,505.001,186,505.00
01/15/2224,435,000594,0005.00%588,585.001,182,585.002,369,090.00
07/15/2223,841,000611,0005.00%573,735.001,184,735.00
01/15/2323,230,000629,0003.00%558,460.001,187,460.002,372,195.00
07/15/2322,601,000636,0005.00%549,025.001,185,025.00
01/15/2421,965,000650,0005.00%533,125.001,183,125.002,368,150.00
07/15/2421,315,000670,0005.00%516,875.001,186,875.00
01/15/2520,645,000682,0005.00%500,125.001,182,125.002,369,000.00
07/15/2519,963,000705,0005.00%483,075.001,188,075.00
01/15/2619,258,000718,0005.00%465,450.001,183,450.002,371,525.00
07/15/2618,540,000740,0005.00%447,500.001,187,500.00
01/15/2717,800,000752,0005.00%429,000.001,181,000.002,368,500.00
07/15/2717,048,000777,0005.00%410,200.001,187,200.00
01/15/2816,271,000794,0003.00%390,775.001,184,775.002,371,975.00
07/15/2815,477,000806,0003.00%378,865.001,184,865.00
01/15/2914,671,000819,0005.00%366,775.001,185,775.002,370,640.00
07/15/2913,852,000836,0005.00%346,300.001,182,300.00
01/15/3013,016,000863,0005.00%325,400.001,188,400.002,370,700.00
07/15/3012,153,000879,0005.00%303,825.001,182,825.00
01/15/3111,274,000903,0005.00%281,850.001,184,850.002,367,675.00
07/15/3110,371,000928,0005.00%259,275.001,187,275.00
01/15/329,443,000948,0005.00%236,075.001,184,075.002,371,350.00
07/15/328,495,000973,0005.00%212,375.001,185,375.00
01/15/337,522,000999,0005.00%188,050.001,187,050.002,372,425.00
07/15/336,523,0001,021,0005.00%163,075.001,184,075.00
01/15/345,502,0001,045,0005.00%137,550.001,182,550.002,366,625.00
07/15/344,457,0001,077,0005.00%111,425.001,188,425.00
01/15/353,380,0001,101,0005.00%84,500.001,185,500.002,373,925.00
07/15/352,279,0001,125,0005.00%56,975.001,181,975.00
01/15/361,154,0001,154,0005.00%28,850.001,182,850.002,364,825.00
Totals$30,720,000$16,668,982.50$47,388,982.50$47,388,982.50
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-64
CARMEL (INDIANA) MUNICIPAL STORM WATER UTILITY
Qualified Obligation 17
COMBINED DEBT SERVICE AND STORM WATER REVENUE COMPARISON
Debt Service
IllustrativeEstimated
EstimatedStorm WaterStorm WaterStorm Water
BudgetStorm WaterDistrict Bonds,Revenue Bonds,RevenueEstimated
YearRevenuesSeries 2016Series 2016TotalRemainingCoverage
(1)(2)(3)
2016$2,955,171($2,357,688)$0($2,357,688)$597,484125%
20173,043,826(2,368,640)0(2,368,640)675,186129%
20183,135,141(2,370,990)0(2,370,990)764,151132%
20193,229,195(2,370,770)(210,114)(2,580,884)648,311125%
20203,326,071(2,372,295)(275,114)(2,647,409)678,662126%
20213,425,853(2,369,090)(275,114)(2,644,204)781,649130%
20223,528,629(2,372,195)(275,114)(2,647,309)881,320133%
20233,634,488(2,368,150)(275,114)(2,643,264)991,224137%
20243,743,522(2,369,000)(275,114)(2,644,114)1,099,408142%
20253,855,828(2,371,525)(339,589)(2,711,114)1,144,714142%
20263,971,503(2,368,500)(421,454)(2,789,954)1,181,549142%
20274,090,648(2,371,975)(505,150)(2,877,125)1,213,523142%
20284,213,367(2,370,640)(595,240)(2,965,880)1,247,488142%
20294,339,768(2,370,700)(686,264)(3,056,964)1,282,805142%
20304,469,961(2,367,675)(787,648)(3,155,323)1,314,639142%
141%
20314,604,060(2,371,350)(888,886)(3,260,236)1,343,824
20324,742,182(2,372,425)(989,527)(3,361,952)1,380,230141%
20334,884,447(2,366,625)(1,094,186)(3,460,811)1,423,636141%
20345,030,981(2,373,925)(1,202,106)(3,576,031)1,454,950141%
20355,181,910(2,364,825)(1,312,471)(3,677,296)1,504,614141%
Totals$79,406,551($47,388,983)($10,408,203)($57,797,186)$21,609,366
(1) Estimated 2016 revenues based on actual 2015 collections. Assumes 3% annual growth beginning in 2017.
(2) See page B-64.
(3) Represents an illustrative bond issue the Storm Water District plans to issue in Summer 2016.
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-65
CARMEL (INDIANA) MUNICIPAL STORM WATER UTILITY
Qualified Obligation 17
PROJECTED OPERATING RECEIPTS, OPERATION AND MAINTENANCE
DISBURSEMENTS, NON-OPERATING RECEIPTS AND DEBT SERVICE COVERAGE
Calendar Year Ending
ActualEstimated
201420152016
Operating Receipts:
Storm Water collections$88,500$2,955,171$2,955,171
Miscellaneous receipts000
Total Operating Receipts88,5002,955,1712,955,171
Operating Disbursements:
Materials, supplies and maintenance
20% Distribution to MVH Fund591,034591,034
Total Operating Disbursements0591,034591,034
Net Operating Receipts88,5002,364,1372,364,137
Non-Operating Receipts:
Interest receipts000
Net Receipts Available for Debt Service $88,500$2,364,137$2,364,137
(Subject to the comments in the attached Report
dated April 20, 2016 by Umbaugh.)
B-66
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APPENDIX C
SUMMARY OF CERTAIN PROVISIONS OF THE BOND BANK INDENTURE
The following is a summary of certain provisions of the Bond Bank Indenture not otherwise discussed
in this Official Statement. This summary is qualified in its entirety by reference to the Bond Bank Indenture.
During the period of this offering, a copyof the entire Bond Bank Indentureisavailable without charge from
H.J. Umbaugh & Associates, Certified Public Accountants, LLP, 8365 Keystone Crossing, Suite 300, P. O.
Box 40458, Indianapolis, Indiana.
Definitions
Unless otherwise defined in this Appendix or the context clearly indicates otherwise, the following are
definitions of certain key terms used in this Appendixand elsewhere in the Official Statement.When used in
this Appendix,such key terms refer to Bonds of the Bond Bankwhich terms may also be used in the Bond Bank
Indenture. Any capitalized terms used in this Appendix and not otherwise defined herein will have the
meanings set forth in the Bond Bank Indenture.Capitalizedterms used elsewhere in the Official Statement,
including other appendices hereto, shall have the meanings ascribed thereto, which meanings may be different
than the definitions of such capitalized terms used in this Appendix.
“Accounts” means the accounts created under the Bond Bank Indenture, except the Rebate Principal
Account and the Rebate Income Account.
“Act” means the provisions of Indiana Code 5-1.4, as from time to time amended.
“Additional Bonds” means Bonds issued pursuant to the Bond Bank Indenture and any Supplemental
Indenture which are issued on a parity with the Series 2016 Bonds.
“Adjusted Debt Service Requirements” means for any period, as of any date of calculation, the
aggregate Debt Service Requirements on Outstanding Bonds for such period, which shall be adjusted and
deemed to include all periodic Bond Related Costs.
“Authorized Officer” means the Chair, Vice Chair or Executive Director of the Bond Bank or such
other person or persons who are duly authorized to act on behalf of theBond Bank.
“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended from time to time.
“Bondholder” or “holder of Bonds” or “owner of Bonds” or any similar term means the registered
owner of any Bond, including the Bond Bank, and any purchaser of Bonds being held for resale, including the
Bond Bank.
“Bonds” means, collectively, any of the Series 2016 Bonds and any Additional Bonds issued pursuant
to the Bond Bank Indenture and any Supplemental Indenture.
“Bond Bank” means The City of Carmel Local Public Improvement Bond Bank, an entity created by
the Act, but separate from the City in its corporate capacity, or any successor to its functions.
“Bond Bank Indenture” means the Trust Indenture, dated as of May 1, 2016, between the Bond Bank
and theBond Bank Trustee, and all supplements and amendments entered into pursuant to the Bond Bank
Indenture.
“Bond Counsel” means Counsel that is nationally recognized in the area of municipal law and matters
relating to the exclusion of interest on municipal bonds from gross income under federal tax law.
“Bond Issuance Expense Account” means the account by that name created under the Bond Bank
Indenture.
“Bond Related Costs” means (a) initial and acceptance fees of any Fiduciary together with any fees of
attorneys, feasibility consultants, engineers, financial advisors, rebate consultants, accountants and other
advisors retained by the Bond Bank or any Qualified Entity in connection with the Bonds, and (b) any fiscal
administrative fees and expenses or other fees, charges and expenses that may be lawfully incurred by the
Bond Bank or any Qualified Entity relating to the Bonds.
“Bond Year” means the twelve month period beginning January 16 and ending on January 15 of the
following calendar year.
“Book entry”or“book entry system”means, with respect to the Series 2016 Bonds, a form or system,
as applicable, under which (i) the ownership of beneficial interests in Series 2016 Bonds and principal and
interest due thereon may be transferred only through a book entry and (ii) physical bond certificates in fully
registered form are registered only in the name of the Depository Company or its nominee as holder, with the
physical bond certificates “immobilized” in the custody of the Depository Company. The book entrysystem
maintained by and the responsibility of the Depository Company and not maintained by or the responsibility of
the Bond Bank or the Trustee is the record that identifies, and records the transfer of the interests of, the
owners of beneficial (book entry) interests in the Series 2016 Bonds.
“Business Day” or “business day” means a day other than Saturday, Sunday or day on which banking
institutions in the city in which the corporate trust office of the Trustee is located are required or authorized by
law to close or on which the New York Stock Exchange is closed.
“Cash Flow Certificate” means a certificate prepared by an accountant or firm of accountants in
accordance with the Bond Bank Indenture concerning anticipated Revenues and payments.
“City” means the City of Carmel, Indiana, a qualified entity under the Act.
“Code” means the Internal Revenue Code of 1986, as amended and in effect on the date of issuance of
any Series of Bonds, and the applicable judicial decisions and published rulings, or any applicable regulations
promulgated or proposed thereunder or under the Internal Revenue Code of 1954 as in effect immediately prior
to the enactment of the Tax Reform Act of 1986.
“Costs of Issuance” means (a) payment of all reasonable costs incurred by theBond Bank in
connection with the issuance of any Bonds and by any Qualified Entity in connection with the issuance of any
Qualified Obligations, including, but not limited to, legal and accounting fees and expenses, printing expenses,
financial consultants’ fees, financing charges (including underwriting fees and discounts), printing and
engraving costs, the fees and expenses of credit ratings or credit enhancements, preparation of the financing
statements, preparation of any disclosure document and any other documents necessary for the issuance of the
Bonds and any Qualified Obligations; (b) payment of the fees and expenses of the Trustee, any bond registrar,
any related trustee, registrar, paying agent, escrow agent or similar fiscal administrative fees of the Bond Bank
and any Qualified Entity, and the reasonable expenses of their counsel properly incurred under or in connection
with this Indenture and any authorizing instrument or proceedings of a Qualified Entity and the transactions
contemplated hereby; and (c) payment of any fees, charges and expenses in connection with the foregoing and
any other costs of a similar nature authorized by the Act.
“Counsel” means an attorney duly admitted to practice law before the highest court of any state and
approvedby the Bond Bank.
C-2
“Debt Service Requirements” means, during the applicable period and as of any date of calculation
with respect to Outstanding Bonds, the aggregate of the scheduled principal of and premium, if any, and
interest on any of the Bonds accruing for that period or due and payable on that date. In determining the Debt
Service Requirements accruing for any period or due and payable on any date, mandatory sinking fund
requirements accruing for that period or due on that date shall be included.
“Default” means an event or condition the occurrence of which, with the lapse of time or the giving of
notice or both, would become an Event of Default hereunder.
“Depository Company” means The Depository Trust Company, New York, New York, and its
successorsand assigns, including any surviving, resulting or transferee corporation, or any successor
corporation that may be appointed in a manner consistent with the Bond Bank Indenture and includes any
direct or indirect participants of The Depository Trust Company.
“Escrow Account” means the account by that name created and established pursuant tothe Escrow
Agreement for the purpose of providing for the defeasance of the RefundedObligations.
“Escrow Agent” means The Huntington National Bank, as escrow agent under theEscrow Agreement.
“Escrow Agreement” means the Escrow Agreement, dated as of May 1, 2016, by andamong the Bond
Bank, the Escrow Agent and the Prior Trustee, for the purpose of providing forthe advance refunding of the
Refunded Obligations.
“Electronic Means” means the following communications methods: S.W.I.F.T., e-mail, facsimile
transmission, secure electronic transmission containing applicable authorization codes, passwords and/or
authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for
use in connection with its services hereunder.
“Event of Default” means any occurrence or event specified in the Bond Bank Indenture.
“Fees and Charges” means fees and charges established by the Bond Bank from time to time pursuant
to the Act which are payable by any Qualified Entity.
“Fiduciary” means any bank or other organization acting in a fiduciary capacity with respect to any
Bonds, whether as trustee, paying agent, bond registrar, tender agent or escrow agent, or in a similar function.
“Fiscal Year” means the twelve month period from January 1 through December 31 of each calendar
year.
“Funds” means the funds created under the Bond Bank Indenture, except the Rebate Fund.
“General Account” means the account by that name created under the Bond Bank Indenture.
“General Fund” means the fund by that name created under the Bond Bank Indenture.
“Governmental Obligations” means (a) direct obligations of the United States of America or
obligations the timely payment of the principal of and interest on which are unconditionally guaranteed by the
United States of America, including but not limited to securities evidencing ownership interests in such
obligations or in specified portions thereof (which may consist of specific portions of the principal of or
interest on such obligations) and securities evidencing ownership interests in open-end management type
investment companies or investment trusts registered under the Investment Company Act of 1940, as amended,
whose investments are limited to such obligations and to repurchase agreements fully collateralized by such
C-3
obligations, and (b) obligations of any state of the United States of America or any political subdivision
thereof, the full payment of principal of,premium, if any, and interest on which (i) are unconditionally
guaranteed or insured by the United States of America, or (ii) are provided for by an irrevocable deposit of
securities described in clause (a) and are not subject to call or redemption by theissuer thereof prior to maturity
or for which irrevocable instructions to redeem have been given.
“Interest Payment Date” means January 15 and July 15 of each year, commencing January 15, 2017.
“Investment Earnings” means earnings and profits on the moneys in the Funds and Accounts
established under the Bond Bank Indenture, except the Rebate Fund.
“Investment Securities” means any of the following: (i) Governmental Obligations; (ii) money market
funds, which may be funds of the Trustee, the assets of whichare obligations of or guaranteed by the United
States of America and which funds are rated at the time of purchase “AAAm-G or higher by Standard & Poor’s
Ratings Services, Inc. and/or “Aaa” by Moody’s Investors Service, Inc.;(iii) bonds, debentures, notes or other
evidence of indebtedness issued or guaranteed by any of the following federal agencies: Export-Import Bank,
Farmers Home Administration, Federal Financing Bank, Federal Housing Administration, Government
National Mortgage Association, Maritime Administration, Public Housing Authorities, Banks for
Cooperatives, Federal Farm Credit Banks, Federal Intermediate Credit Bank, Federal Home Loan Bank and
Federal Land Bank; (iv) certificates of deposit, savings accounts, deposit accounts or depository receipts of a
bank, savings and loan associations and mutual savings banks, including the Trustee, each fully insured by the
Federal Deposit Insurance Corporation; (v) bankers’ acceptances or certificates of deposit of commercial banks
or savings and loan associations, including the Trustee, which mature not more than one year after the date of
purchase; provided the banks or savings and loan associations (rather than their holding companies) are rated
for unsecured debt at the time of purchase of the investments in the two highest Rating Categories established
by Moody’s Investors Service and Standard & Poor’s Ratings Group; (vi) commercial paper rated at the time
of purchase in the single highest Rating Categories by Moody’s Investors Service and Standard & Poor’s
Ratings Group and which matures not more than two hundred and seventy (270) days after the date of
purchase; (vii) investment agreements fully and properly secured at all times by collateral security described in
(i), (iii) or (iv) above or issued byentities rated in the single highest Rating Categories by Moody’s Investors
Service and Standard & Poor’s Ratings Group when such agreement was entered into; (viii) repurchase
agreements with any bank or trust company organized under the laws of any stateof the United States of
America or any national banking association (including the Trustee) or government bond dealer reporting to,
trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, which agreement
is secured by anyone or more of the securities described in clauses (i), (iii) or (iv) above; provided, underlying
securities are required by the repurchase agreement to be continuously maintained at a market value not less
than the amount so invested;and(ix) U.S. Dollar denominated deposit accounts, federal funds and banker's
acceptances with domestic banks whose short term certificates of deposit are rated on the date of the purchase
in any of the three highest rating categories by any rating agency and maturing no more than 360 days after the
date of the purchase.
“Net Proceeds” means the proceeds of any Series of Bonds received from the underwriter or purchaser
thereof pursuant to the terms of a purchase contract, including accrued interest.
“Opinion of Bond Counsel” means a written opinion of Bond Counsel which opinion is acceptable to
the Bond Bank and the Trustee.
“Opinion of Counsel” means a written opinion of Counsel addressed to the Trustee, for the benefit of
the owners of the Bonds, who may (except as otherwiseexpressly provided in the Bond Bank Indenture) be
Counsel to the Bond Bank or Counsel to the owners of the Bonds and who is acceptable to the Trustee.
C-4
“Outstanding” or “Bonds Outstanding” means all Bonds which have been authenticated and delivered
by the Trustee under the Bond Bank Indenture or Bonds held for resale, including Bonds held by the Bond
Bank, except:
(a)Bonds cancelled after purchase in the open market or because of payment at or
redemption prior to maturity;
(b)Bonds deemed paid under theBond Bank Indenture; and
(c)Bonds in lieu of which other Bonds have been authenticated under the Bond Bank
Indenture or under any Supplemental Indenture.
“Paying Agent” means initially The Huntington National Bank, a national banking association
organized and existing under the laws of the United States of America or any successor thereto.
“Principal Payment Date” means the maturity date or the mandatory redemption date of any Bond.
“Prior Trustee” means The Huntington National Bank (successor trustee toWells FargoBank, N.A.),
as trustee under the Prior Trust Agreement.
“Prior Trust Agreement” means the Trust Agreement, dated as of November 1, 2010, byand between
CFP Carmel, Indiana Energy Center, LLC and the Prior Trustee, authorizing andsecuring theRefunded
Obligations.
“Program” means the program for the purchase of any Qualified Obligations by the Bond Bank
pursuant to the Act and the Bond Bank Indenture.
“Program Expenses” means all of the Bond Bank’s expenses in carrying out and administering the
Program pursuant to the Bond Bank Indenture and includes, without limiting the generality of the foregoing,
salaries, supplies, utilities, mailing, labor, materials, office rent, maintenance furnishings, equipment,
machinery and apparatus, telephone, insurance premiums, credit enhancement fees, liquidity facility fees, legal,
accounting, management, consulting and banking services and expenses, fees and expenses of the Trustee and
the Registrar and Paying Agent, costs of verifications required under the Bond Bank Indenture, Costs of
Issuance not paid from the proceeds of Bonds, travel, payments for pension, retirement, health and
hospitalization, life and disability insurance benefits, any other costs permitted under the Act, and rebates, if
any, which in the Opinion of Bond Counsel are required to be made under the Code in order to preserve or
protect the exclusion from gross income for federal tax purposes of interest on the Bonds, all to the extent
properly allocable to the Program.
“Purchase Agreements”means, collectively, any Qualified Entity Purchase Agreement executed by
and between the Bond Bank and any Qualified Entity governing the terms of the purchase and sale of any
Qualified Obligations as part of the Program.
“Purchase Contract” means the Bond Purchase Agreement, dated April 20, 2015, among the Bond
Bank, the City, acting on behalf of itself and the other Qualified Entities, and the Underwriter, regarding the
terms of purchase and sale of the Series 2016 Bonds.
“Qualified Entity” means an entity defined in Indiana Code 5-1.4-1-10, as amended from time to time,
including, but not limited to, the City, the Redevelopment Authority and the Storm Water District.
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“Qualified Obligation” means a “security” (as that term is defined in the Act), which has been acquired
by the Bond Bank pursuant to the Bond Bank Indenture, including, but not limited to, the Series 2016
Qualified Obligations.
“Qualified Obligation Interest Payment” means that portion of a Qualified Obligation Payment made
or required to be made by a Qualified Entity to the Bond Bank which represents the interest due or to become
due on the Qualified Entity’s Qualified Obligation.
“Qualified Obligation Payment” means the amounts paid or required to be paid, from time to time, for
principal and interest by a Qualified Entity to the Bond Bank on any Qualified Obligation and any Fees and
Charges paid as required by the Bond Bank under the provisions of any Purchase Agreement for the purchase
and sale of “securities” (as defined in the Act).
“Qualified Obligation Principal Payment” means that portion of a Qualified Obligation Payment made
or required to be made by a Qualified Entity to the Bond Bank which represents the principal due or to become
due on any Qualified Entity’s Qualified Obligation.
“Rating Agency” or “Rating Agencies” means Fitch, S&P or Moody’s, according to which of such
rating agencies then rates a Bond; and provided that, if none of such rating agencies then rates a Bond, the term
“Rating Agency” or “Rating Agencies” shall refer to any national rating agency (if any) that provides such
rating.
“Rating Category” or “Rating Categories” means one of the generic rating categories of the applicable
Rating Agency, without regard to any refinements or gradations of such generic rating category by numerical or
other modifier.
“Rebate Fund” means the fund of that name established under the Bond Bank Indenture.
“Record Date” means, with respect to any Interest Payment Date, the last day of the calendar month
immediately preceding the month of such Interest Payment Date.
“Redemption Account” means the account by that name created under the Bond Bank Indenture.
“Redemption Price” means, with respect to any Bond, the principal amount thereof, plus the applicable
premium, if any, payable upon redemption prior to maturity.
“Redevelopment Authority” or “Authority” means the City of Carmel Redevelopment Authority,
which has been created and established pursuant to Indiana Code 36-7-14.5, and which is a Qualified Entity
under the Act.
“Redevelopment District” means the City of Carmel Redevelopment District, which hasbeen created
and established pursuant to Indiana Code 36-7-14.
“Refunded Obligations” means the City of Carmel, Indiana, Redevelopment DistrictCertificates of
Participation, Series 2010C,dated November 12, 2010, issued in the originalaggregate principal amount of
$16,300,000, and currently outstanding in the aggregate principalamount of $15,005,000, issued pursuant to
and secured by the Prior Trust Agreement.
“Refunding Qualified Obligation” means any Qualified Obligation issued to refund any Qualified
Obligation.
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“Registrar” means initially The Huntington National Bank, in Indianapolis, Indiana, a national banking
association organized and existing under the laws of the United States ofAmerica or any successor thereto.
“Revenues” means the income, revenues and profits of the Funds and Accounts referred to in the
granting clauses of the Bond Bank Indenture including, without limitation, all Qualified Obligation Payments,
Investment Earnings, but excluding amounts required to be deposited and maintained in the Rebate Fund.
“Series of Bonds” or “Bonds of a Series” or “Series” or words of similar meaning means any Series of
Bonds authorized by the Bond Bank Indenture or by a Supplemental Indenture.
“Series 2016 Bonds” means The City of Carmel Local Public Improvement Bond Bank Multipurpose
Bonds, Series 2016, issued pursuant to the Bond Bank Indenture.
“Series 2016 Qualified Entities” means, collectively, the City, the Redevelopment Authorityand the
Storm Water District.
“Series 2016 Qualified Obligations” means, collectively, the following Qualified Obligations issued by
the Series 2016 Qualified Entities, respectively:
(1)$1,214,000City of Carmel General Obligation Bonds, Series 2016A
(2)$1,089,000City of Carmel General Obligation Bonds, Series 2016B
(3)$1,633,000City of Carmel General Obligation Bonds, Series 2016C
(4)$1,373,000City of Carmel General Obligation Bonds, Series 2016D
(5)$1,599,000City of Carmel General Obligation Bonds, Series 2016E
(6)$1,577,000City of Carmel General Obligation Bonds, Series 2016F
(7)$1,373,000City of Carmel General Obligation Bonds, Series 2016G
(8)$1,577,000City of Carmel General Obligation Bonds, Series 2016H
(9)$1,426,000City of Carmel General Obligation Bonds, Series 2016I
(10)$1,513,000City of Carmel General Obligation Bonds, Series 2016J
(11)$1,394,000City of Carmel General Obligation Bonds, Series 2016K
(12)$1,383,000City of Carmel General Obligation Bonds, Series 2016L
(13)$1,211,000City of Carmel General Obligation Bonds, Series2016M
(14)$139,872,000City of Carmel Redevelopment Authority Lease Rental Bonds,
Series 2016A (Public Infrastructure Projects)
(15)$10,337,000City of Carmel Redevelopment Authority Lease Rental Bonds,
Series 2016B (Economic Development Projects)
(16)$15,164,000City of Carmel Redevelopment Authority Lease Rental
Refunding Bonds, Series 2016C (Energy Center Project)
(17)$30,720,000City of Carmel Storm Water District Bonds, Series 2016
“State” means the State of Indiana.
“Storm Water District” means the City of Carmel Storm Water District, which has been created and
established pursuant to Indiana Code 8-1.5-5, and which is a Qualified Entity under the Act.
“Supplemental Indenture” means an indenture supplemental to or amendatory of the Bond Bank
Indenture, executed by the Bond Bank and the Trustee in accordance with the Bond Bank Indenture.
“Trustee” or “Bond Bank Trustee” means initially The Huntington National Bank, a national banking
association organized and existing under the laws of the United States of America, or any successor Trustee.
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“Trust Estate” means the property, rights, money and amounts and all payments pledged and assigned
to the Trustee pursuant to the granting clauses of the Bond Bank Indenture.
“Underwriter” means, with regard to the Series 2016 Bonds, Stifel, Nicolaus & Company,
Incorporated, acting as representative of itself and any other underwriters identified in the Purchase Contract.
Revenues, Funds And Accounts
A.Creation of Funds and Accounts.
The Bond Bank Indenture establishes the following Funds and Accounts to be held by the Trustee:
1.General Fund-comprised of the following:
(a)General Account;
(b)Redemption Account; and
(c)Bond Issuance Expense Account; and
2.Rebate Fund.
The Bond Bank will not establish or maintain a debt service reserve fund under the Bond Bank
Indenture, and the provisions of Indiana Code 5-1.4-5, as amended, will not apply to the Bonds.
B.Deposit of Net Proceeds of Bonds, Revenues and Other Receipts.
1.The Trustee will deposit the Net Proceeds from the sale of the Series 2016 Bonds as follows:
(a)Into the General Account, an amount equal to $238,107,242.59, (i)a portion
of which, in the amount of $229,552,395.00, will be used to pay a portion of the purchase
price of the Series 2016 Qualified Obligations to the Series 2016 Qualified Entities in
accordance with the terms of the applicable Purchase Agreements for such Series 2016
Qualified Obligations, and (ii)the remaining portion of which, in the amount of $8,554,847.59
(which consists of a portion of the purchase price of the Series 2016Qualified Obligations)
will be used to pay a portion of the interest due on the Series 2016 Bonds on January 15, 2017,
in the amount of $5,222,303.84, and a portion of the interest due on the Series 2016 Bonds on
; and
July 15,2017 in the amount of $3,332,543.75
(b)Into the General Account, an amount equal to $17,909,680.84 (which
represents a portion of the purchase price for the Redevelopment Authority’s Lease Rental
Refunding Bonds, Series 2016C (Energy Center Project)), which amount shall be immediately
transferred directly to the Escrow Trustee (on behalf of the Redevelopment Authority and the
Redevelopment District) for deposit into the Escrow Account established under the Escrow
Agreement, and used, together with other moneys to be deposited into the Escrow Account, to
acquire the 2010C Investment Securities (as defined in the Escrow Agreement) which will
mature, as to principal and interest, in amounts sufficient, together with uninvested cash, to
pay principal of and interest on the Refunded Obligations as the same becomes due through
and including January 15, 2021 and to redeem on January 15, 2021 all of the outstanding
Refunded Obligations maturingon or after July 15, 2021; and
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(c)into the Bond Issuance Expense Account, an amount equal to $1,453,494.10
to be used to pay the Costs of Issuance related to the Series 2016 Bonds and the Series 2016
Qualified Obligations (other than the Underwriter’s discount retained by the Underwriter in
the amount of $857,820.00 and the premiums for the reserve fund creditfacilities paid by the
Underwriter directly to the provider thereof, for and on behalf of the Redevelopment Authority
with respect to reserve funds established by the Redevelopment Authority for certain Series
2016 Qualified Obligations, in the aggregate amount of $105,701.87).
2.The Trustee will deposit the Net Proceeds of any subsequent Series of Bonds as provided in
the Supplemental Indenture for that Series of Bonds.
3.The Trustee will deposit all Revenues and all other receipts (except the proceeds of anyseries
of Bonds and money received from the sale or redemption prior to maturity of Qualified Obligations) into the
General Account of the General Fund or such other Funds or Accounts as provided in the Bond Bank
Indenture or any Supplemental Indenture and will deposit any money received from the sale or redemption
prior to maturity of Qualified Obligations into the Redemption Account.
Operation of Funds and Accounts
A.General Fund.
1.General Account. The Trustee will disburse the amounts held in the General Account for the
following purposes, and, in the event of insufficient funds to make all of such required disbursements, in the
following order of priority:
(a)On the date of initial delivery of the Series 2016 Bonds, to pay the net
purchase prices for the respective Series 2016 Qualified Obligations in accordance with the
terms of the respective Purchase Agreements, upon the submission of requisitions of the Bond
Bank signed by an Authorized Officer stating that all requirements with respect to such
financing set forth in the Bond Bank Indenture have been or will be complied with;
(b)At or before 10:00 a.m., in the city in which the Trustee is located, on the
business day next preceding each Interest Payment Date, to the Paying Agent such amount as
may be necessary to pay the principal and interest coming due on the Bonds outstanding under
the Bond Bank Indenture on such Interest Payment Date.
(c)As necessary and in accordance with the Bond Bank Indenture, such
amounts, as may be necessary to pay the reasonable Program Expenses.
(d)At the direction of the Bond Bank, any amount necessary to comply with the
rebate requirement of Section 148(f) of the Code, to the extent such amounts are not obtained
as Fees and Charges.
(e)After making such deposits and disbursements, to theBond Bank any
amounts in excess of amounts needed to pay principal and interest on the outstanding Bonds
within the following twelve months after taking into account currently available money in the
General Account plus those amounts which the Trustee reasonably expects to be received as
Qualified Obligation Payments during such twelve-month period. However, the Bond Bank
must supply the Trustee with a Cash Flow Certificate to the effect that, after such transfer,
Revenues expected to be received and money expected to be held in the Funds and Accounts
will at least equal debt service on all outstanding Bonds.
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To the extent debt service on any of the Bonds is paid from Investment Earnings, the Qualified Entity
will be credited with making such payments and any obligations under the respective Qualified Obligations so
paid will be deemed satisfied.
2.Redemption Account. The Trustee will deposit into the Redemption Account all money
received from the sale or redemption prior to maturity of Qualified Obligations by the Bond Bank and all other
money required to be deposited therein pursuant to the provisions of the Bond Bank Indenture(other than
moneys received for which the Bond Bank provides written instructions to the Trustee to deposit such moneys
into a separate escrow account in order to provide for the payment of the applicable series of Bonds, whether
upon maturity or redemption thereof) and will disburse the funds in the Redemption Account as follows:
(a)On the last day of each month, to the General Accountan amount equal to the
principal which would have been payable during the following month if such Qualified
Obligations had not been sold or redeemed prior to maturity.
(b)On the second business day prior to each Interest Payment Date, to the
General Accountsuch amounts as are not already committed to the redemption of Bonds for
which notice of redemption has already been given and as may be necessary to pay the
principal and interest coming due on the Bonds on such Interest Payment Date in the event and
to the extent that money available in the General Account are not sufficient for such payments.
(c)After providing for the required transfers to the General Account, (i) to
redeem Bonds of such maturity or maturities as directed by an Authorized Officer of the Bond
Bank, if such Bonds are then subject to redemption, (ii) to purchase Qualified Obligations
permitted by the Bond Bank Indenture, (iii) to the extent there are any excess money in the
Redemption Account, to transfer to the General Account as provided inthe Bond Bank
Indenture, (iv) to purchase Bonds of such maturity or maturities as directed by an Authorized
Officer of the Bond Bank at the most advantageous price obtainable with reasonable diligence,
whether or not such Bonds are then subject to redemption, or (v) to invest such money until
the maturity or maturities of the Bonds as directed by an Authorized Officer of the Bond Bank
in accordance with the defeasance provisions of the Bond Bank Indenture, regardless of
whether such Bonds are then subject to redemption at the most advantageous price obtainable
with reasonable diligence and not in excess of the applicable redemption price for such Bonds
unless the Bond Bank provides the Trustee with a Cash Flow Certificate to the effect that a
purchase of Bonds at a price in excess of the applicable redemption price will not cause
Revenues expected to be received subsequent to such purchase to be less than debt service on
all outstanding Bonds.
(d)If the Trustee is unable to purchase Bonds in accordance with subparagraph
(c) above, then, subject to restrictions on redemption set forth in the Bond Bank Indenture (see
“The Bonds –Redemption Provisions”) and subject to the immediately following paragraph,
the Trustee will call for redemption on the next redemption date such amount of Bonds of such
maturity or maturities as directed by an Authorized Officer as will exhaust the Redemption
Account as nearly as possible at the applicable redemption price. The Trustee will pay the
interest accrued on any such redeemed Bonds to the date of redemption from the General
Account and will pay the redemption price from the Redemption Account.
The Trustee may, upon written direction from the Bond Bank, transfer any money in the Redemption
Account to the General Account if the Bond Bank provides the Trustee with a Cash Flow Certificate to the
effect that after such transfer and after any transfer from the General Account to the Bond Bank, Revenues,
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together with money expected to be held in the Funds and Accounts, would at least equal debt service on all
Outstanding Bonds.
3.Bond Issuance Expense Account. The Trustee will deposit into the Bond Issuance Expense
Account the moneys required to be deposited therein pursuant to the provisions of the Bond Bank Indenture.
The Trustee willinvest such funds pursuant to the Bond Bank Indenture and will disburse the funds held in the
Bond Issuance Expense Account upon receipt of invoices or requisitions certified by the Executive Director of
the Bond Bank to pay Costs of Issuance for a Seriesof Bonds to which such costs relate or to reimburse the
Bond Bank or any Qualified Entity for amounts previously advanced for such costs. In making disbursements
from the Bond Issuance Expense Account, the Trustee may rely upon such certifications and invoices without
further investigation. Any amounts remaining in the Bond Issuance Expense Account one-hundred twenty
(120) days after the issuance of the respective Series of Bonds will be transferred to the General Account, at
which time the Bond IssuanceExpense Account may, at the direction of the Bond Bank, be closed.
B.Rebate Fund.
The Rebate Fund will be established to comply with the provisions of Section 148 of the Code
concerning the rebate of certain arbitrage earnings to the United States. Deposits into the Rebate Fund and
disbursements from the Rebate Fund will be made as provided by the Bond Bank Indenture and as required by
federal tax law applicable to the particular series of Bonds. The Rebate Fund is not subject to the lien of the
Bond Bank Indenture and does not constitute a Fund or Account for purposes of the Bond Bank Indenture. So
long as any of the Bonds are Outstanding and the Bond Bank is subject to a rebate obligation under the Code,
the Bond Bank covenants to establish and maintainthe Rebate Fund and to comply with the instructions
relating to its ongoing rebate responsibilities delivered on the date of initial delivery of the of Bonds. Such
instructions will set forth procedures which may be amended from time to time.
C.Amounts Remaining in Funds.
Any amounts remaining in any Fund or Account after full payment of all of the Bonds outstanding
under the Bond Bank Indenture and the fees, charges and expenses of the Trustee will be distributed to the
Bond Bank.
D.Investment of Funds.
Any money held as a part of any Fund or Account under the Bond Bank Indenture (except the
Redemption Account) will be invested and reinvested at all times as continuously as reasonably possible by the
Trustee in Investment Securities, all at the written direction of the Bond Bank. Any money in the Redemption
Account will be invested only in Government Obligations as directed in writing by the Bond Bank from time to
time. Any money in the Rebate Fund will be invested as directed in writing by the Bond Bank. All such
investments will at all times be a part of the Fund or Account from which money were used to acquire such
investments, and all Investment Earnings will be deposited as received in the General Account, except for
Investment Earnings on investment offunds in the Rebate Fund which will remain in the Rebate Fund.
Moneys in separate Funds and Accounts may be commingled for the purpose of investment or deposit. Any
investment losses from an Investment Security will be charged to the Fund or Account (including the Rebate
Fund) from which money were employed to invest in such Investment Security. Money in any Fund or
Account (including the Rebate Fund) will be invested in Investment Securities with maturity dates (or
redemption dates determined by the Bond Bank at the Bond Bank’s option) coinciding as nearly as practicable
with the times at which money in such Funds or Accounts (including the Rebate Fund) will be required for
transfer or disbursement under the Bond Bank Indenture. The Trustee will sell and reduce to cash sufficient
amounts of such Investment Securities in a respective Fund or Account (including the Rebate Fund) as may be
necessary to make up a deficiency in any amounts required to be disbursed from such Fund or Account.
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The Trustee is directed to invest and reinvest such amounts in permitted investments promptly upon
receipt of, and in accordance with, the written instructions of the Bond Bank. The Trustee may conclusively
rely upon the Bond Bank’s written instructions as to both the suitability and legality of the directed
investments. Ratings of permitted investments shall be determined at the time of purchase of such permitted
investments and without regard to ratings subcategories. The Trustee shall not be liable for losses on
investments made in compliance with the provisions of the Bond Bank Indenture. The Trustee may make any
and all such investments through its own investment department or that of its affiliates or subsidiaries, and may
charge its ordinary and customary fees for such trades, including investment maintenance fees. In the absence
of investment instructions from the Bond Bank, the Trustee shall not be responsible or liable for keeping the
moneys held by it under the Bond Bank Indenture fully invested in permitted investments. For so long as the
Trustee is in compliance with the provisions of the Bond Bank Indenture, the Trustee shall not be liable for any
investment losses.
Obligations purchased as investments of money in any Fund or Account (including the Rebate Fund)
with a stated maturity of less than two years will be valued at cost, including accrued interest paid and
unamortized debt discount. All other such obligations will be valued at the lower of cost, including accrued
interest paid and unamortized debt discount, or market price, whichever is lower, exclusive of earned accrued
interest, except for securities covered by repurchase agreements which will be valued at the market value of the
collateral securing such agreements.
Performance of Covenants by Bond Bank
The Bond Bank covenants and agrees that it will faithfully perform at all times any and all covenants,
undertakings, stipulations and provisions contained in the Bond Bank Indenture, in any and every Bond
executed, authenticated and delivered under theBond Bank Indenture and in all of its related proceedings. The
Bond Bank covenants and represents that it is duly authorized under the constitution and laws of the State,
including particularly the Act, to issue the Bonds, to execute the Bond Bank Indenture and to pledge the
Revenues and all other property pledged under the Bond Bank Indenture in the manner and to the extent set
forth in the Bond Bank Indenture; that all action on its part for the issuance of the Bonds and the execution and
delivery of the Bond Bank Indenture has been duly and effectively taken, and that the Bonds in the hands of
their owners are and will be valid and enforceable limited obligations of the Bond Bank according to the terms
of the Bonds and the Bond Bank Indenture.
In order to provide for the payment of the principal of, premium, if any, and interest on the Bonds and
Program Expenses, the Bond Bank will, as necessary from time to time in accordance with the Act, the Bond
Bank Indenture and sound banking practices and principles, (i) undertake all necessary actions to receive and
collect Revenues, including enforcement of the prompt collection of any arrears on Qualified Obligation
Payments, and (ii) diligently enforce and undertake all actions and proceedings reasonably necessary in the
judgment of the Bond Bank to protect its rights with respect to or to maintain any insurance on Qualified
Obligations and to enforce all terms, covenants and conditions of Qualified Obligations including the
collection, custody and prompt application of all escrow payments required by the terms of a Qualified
Obligation for designated purposes.
Whenever necessary to provide for the payment of debt service on the Bonds, the Bond Bank will
commence also to pursue appropriate remedies with respectto any Qualified Obligation held by the Bond Bank
which is in default.
Covenants with Respect to Qualified Obligations
With respect to the Qualified Obligations purchased by the Bond Bank, the Bond Bank covenants as
follows:
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(a)The Bond Bank will not permit or agree to any material change in any
Qualified Obligation unless the Bond Bank supplies the Trustee with a Cash Flow Certificate,
to the effect that after such change, Revenues expected to be received and other available
money in Funds and Accounts will at least equal debt service on all Outstanding Bonds.
(b)The Bond Bank will also enforce or authorize the enforcement of all remedies
available to owners or holders of Qualified Obligations, unless (i) the Bond Bank provides the
Trustee with a Cash Flow Certificate to the effect that if such remedies are not enforced,
Revenues expected to be received and money expected to be held in the Funds and Accounts
will at least equal debt service on all Outstanding Bonds and (ii) the Trustee determines that
failure to enforce such remedies will not adversely affect the interests of the Bondholders in
any material way.
(c)The Bond Bank will not sell or dispose of any Qualified Obligations unless
(i) the Bond Bank provides the Trustee with a Cash Flow Certificate, to the effect that after
such sale, Revenues expected to be received and money expected to be held in the Funds and
Accounts, minus any proceeds of such sale to be transferred from any Fund or Account, will at
least equal the debt service on all Outstanding Bonds and (ii) the Trustee determines that such
sale or disposition will not adversely affect the interests of the Bondholders in any material
way. Proceeds of such sales will be invested only in Government Obligations or in Qualified
Obligations or disbursed as provided in the Bond Bank Indenture.
Cash Flow Certificates and Verifications
At any time that the provisions of the Bond Bank Indenture require that a Cash Flow Certificate be
prepared, such certificate will set forth:
(a)the Revenues expected to be receivedon all Qualified Obligations purchased
with proceeds of the Bonds;
(b)all other Revenues, including the interest to be earned and other income to be
derived from the investment of the Funds and Accounts and the rate or yields used in
estimating such amounts;
(c)all money expected to be in the Funds and Accounts; and
(d)the Adjusted Debt Service Requirements on all Bonds expected to be
Outstanding during each Fiscal Year.
In making any Cash Flow Certificate, the accountant or firm of accountants may contemplate the
payment or redemption of Bonds for the payment or redemption of which amounts have been set aside in the
Redemption Account. The issuance of Bonds, the making of transfers from one Fund to another and the
deposit of amounts in any Fund from any other source may be contemplated in a Cash Flow Certificate only to
the extent that such issuance, deposit or transfer has occurred prior to or will occur substantially simultaneously
with the delivery of such Cash Flow Certificate. The accountant or firm of accountants must also supply
supporting schedules appropriate to show the sources and applications of funds used, identifying particularly
amounts to be transferred between Funds, amounts to be applied to the redemption or payment of Bonds and
amounts to be usedto provide for Costs of Issuance and capitalized interest, if any, for the respective series. In
the case of each annual Cash Flow Certificate, the amounts of existing Qualified Obligations, existing
Investment Securities and existing cash will be the amounts as of the last day of the preceding Fiscal Year. In
the case of any other Cash Flow Certificate such amounts will be the amounts as of the last day of the month
preceding the month in which the Cash Flow Certificate is delivered but will be adjustedto give effect to
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scheduled payments of principal and interest on Qualified Obligations, actual payments or proceeds with
respect to Investment Securities and actual expenditures of cash expected by the Bond Bank through the end of
the then current month.
The Bond Bank or the Trustee from time to time may cause a firm of independent certified public
accountants of national standing or other nationally recognized attorneys or experts to supply the Bond Bank
and the Trustee with such information as the Bond Bank or the Trustee may request in order to determine in a
manner reasonably satisfactory to the Bond Bank and the Trustee all matters relating to (a) the sufficiency of
projected cash flow receipts and disbursements with respect to the Funds and Accounts to pay the principal of
and interest on the Bonds and Program Expenses; (b) the actuarial yields on the Outstanding Bonds as the same
may relate to any data or conclusions necessary to verify that the Bonds are not arbitrage bonds within the
meaning of Section 148 of the Code; (c) the yields on any obligations acquired and held by the Bond Bank or
the Trustee; (d) the rebate calculations required by the Bond Bank Indenture; and (e) compliance with the tax
covenants in the Bond Bank Indenture.
Tax Covenants and Reliance on Opinions
To assure the continuing exclusion of the interest on any Series of Bonds from the gross income of the
owners thereof for federal tax purposes under Section 103 of the Code, the Bond Bank covenants that it will
not take any action or fail to take any action with respect to any Series of Bonds, that would result in the loss of
the exclusion from gross income for federal tax purposes of interest on any Series of Bonds pursuant to Section
103 of the Code, nor will the Bond Bank act in any other manner which would adversely affect such exclusion.
The Bond Bank further covenants that it will not make any investment or do any other act or thing during the
period that the Bonds are Outstanding which would cause any of the Bonds to be “arbitrage bonds” within the
meaning of Section 148 of the Code.
These covenants of the Bond Bank are based solely on current law in effect and in existence on the
date of delivery of the particular Series of Bonds.
It will not be an event of default under the Bond Bank Indenture if the interest on any of the Bonds is
not excludable from gross income for federal tax purposes or otherwise pursuant to any provision of the Code
as amended and supplemented, which is not currently in effect and in existence on the date of the issuance of
such Bonds.
The Bond Bank covenants that it will rebate any necessary amounts to the United States of America to
the extent required by the Code, as provided in the Bond Bank Indenture.
Notwithstanding any other provision of the Bond Bank Indenture to the contrary, the foregoing
covenants and authorizations (the “Tax Sections”), which are designed to preserve the continuing exclusion of
the interest on a Series of Bonds from the gross income of the owners thereof for federal tax purposes under
Section 103 of the Code (including the Series 2016 Bonds), need not be complied with if the Bond Bank
receives an opinion of Bond Counsel that any Tax Section is unnecessary to preserve the continuing exclusion
of the interest on a Series of Bondsfrom the gross income of the owners thereof for federal tax purposes under
Section 103 of the Code. In making any determination regarding the covenants, the Bond Bank may rely on an
opinion of Bond Counsel which will be addressed to the Bond Bank and theTrustee.
Notwithstanding any other provision of the Bond Bank Indenture to the contrary, the Bond Bank may
elect to issue a Series of 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 Bonds , by making such election on the date of delivery of such
Series of Bonds. In such case, the tax covenants in the Bond Bank Indenture will not apply to such Series of
Bonds.
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Accounts and Reports
The Bond Bank will keep proper books of records and accounts (separate from all other records and
accounts) in which complete and correct entries will be made of its transactions relating to the Program and the
Funds and Accounts established by the Bond Bank Indenture and to the Rebate Fund. Such books and all
other books and papers of the Bond Bank and all Funds and Accounts and the Rebate Fund will, at all
reasonable times, be subject to the inspection of the Trustee and the owners of an aggregate of not less than
five percent (5%) in principal amount of Bonds then Outstanding or their representatives duly authorized in
writing. The permissive right of inspection by the Trustee will not be construed as a duty.
Before the twentieth day of each month or as directed by the Bond Bank (but not less than quarterly),
the Trustee will provide the Bond Bank with a statement of the amounts on deposit in each Fund and Account
as of the last day of the preceding month and the total deposits to and withdrawals from each Fund and
Account during the preceding month. The Bond Bank may allow the Trustee to provide for less frequent
statements so long as such statements are supplied by the Trustee no less frequentlythan quarterly.
Within one hundred and eighty (180) days after the close of each Fiscal Year, the Bond Bank will file
with the Trustee a copy of an annual report of the operations of the Bond Bank during such Fiscal Year and
audited financial statements, if available, prepared in conformity with generally accepted accounting principles
by an accounting firm appointed by the Bond Bank and acceptable to the Trustee, and as further specified in
the Bond Bank Indenture. The Trustee is not responsible for reviewing financial statements, is not considered
to have notice of the content of such statements or a default based upon such content and does not have a duty
to verify the accuracy of such statements.
Covenant to Monitor Investments
The Bond Bank covenants and agrees to review regularly the investments held by the Trustee in the
Funds and Accounts under the Bond Bank Indenture in order to assure that the Revenues derived from such
investments are sufficient to pay, together with other anticipated Revenues,the debt service on all Bonds
Outstanding.
Limitation on Additional Bonds
Additional Bonds may be issued under the Bond Bank Indenture only to refund, directly or indirectly,
Bonds issued under the Bond Bank Indenture, or to purchase Refunding Qualified Obligations.
The Indenture creates a continuing pledge and lien to secure the full and final payment of the principal
of, redemption premium, if any, and interest on all Bonds and authorizes the issuance of one or more Series of
Additional Bonds under separate Supplemental Indentures. The Indenture establishes the requirements for
each Supplemental Indenture and provides that no series of Bonds will be issued under a Supplemental
Indenture unless certain conditions are met.
Discharge of Indenture
If (a) payment or provision for payment is made to the Trustee of the principal of, and interest on, the
Bonds due and to become due under the Bond Bank Indenture, and (b) if the Trustee receives all payments due
and to become due under the Bond Bank Indenture, thenthe Bond Bank Indenture may be discharged in
accordance with its provisions. In the event of any early redemption of Bonds in accordance with their terms,
the Trustee must receive irrevocable instructions from the Bond Bank, satisfactory to the Trustee, to call such
Bonds for redemption at a specified date and pursuant to the Bond Bank Indenture. Outstanding Bonds will
continue to be limited obligations of the Bond Bank payable only out of the money or securities held by the
Trustee for the payment of the principal of, redemption premium, if any, and interest on the Bonds.
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Any Bond or series of Bonds or portion thereof will be deemed to be paid when payment of the
principal of that Bond or series of Bonds, plus interest to its due date, either (a) has been made in accordance
with its terms or (b) has been provided for by irrevocably depositing with the Trustee, in trust and exclusively
for such payment, (1) money sufficient to make such payment, (2) noncallable or nonprepayable Governmental
Obligations maturing as to principal and interest in such amounts and at such times, without consideration of
any reinvestments thereof, as will ensure the availability of sufficient money to make such payments, or (3) a
combination of such money and Governmental Obligations, and all necessary and proper fees and expenses of
the Trustee pertaining to the Bonds with respect to which such deposit is made have been paid or deposited
with the Trustee.
Defaults and Remedies
A.Events of Default.
Any of the following events constitutes an “Event of Default” under the Bond Bank Indenture:
(a)The Bond Bank defaults in the due and punctual payment of any interest on
any Bond;
(b)The Bond Bank defaults in the due and punctual payment of the principal of
any Bond, whether at stated maturity or on any date fixed for mandatory sinking fund
redemption;
(c)The Bond Bank fails to make required remittances to the Trustee within the
time limits prescribed in the Bond Bank Indenture;
(d)The Bond Bank defaults in carrying out any of its other covenants,
agreements or conditions contained in the Bond Bank Indenture or in the Bonds and fails to
remedy such Event of Default within sixty (60) days after receipt of notice, all in accordance
with the Bond Bank Indenture;
(e)Any warranty, representation or other statement by or on behalf of the Bond
Bank contained in the Bond Bank Indenture or in any instrument furnished in compliance with
or in reference to the Bond Bank Indenture is found to be false or misleading in any material
respect when made and there has been afailure to remedy such Event of Default within sixty
(60) days after receipt of notice, all in accordance with the Bond Bank Indenture;
(f)A petition is filed against the Bond Bank to the extent such petition may be
filed under applicable law, under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or
hereafter in effect, and is not dismissed within sixty (60) days after such filing;
(g)The Bond Bank files a petition, tothe extent such petition may be filed under
applicable law, in voluntary bankruptcy or seeking relief under any provisions of any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing
of any petition against it under such law;
(h)The Bond Bank is generally not paying its debts as such debts become due,
or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or
liquidator or trustee of the Bond Bank or any of its property is appointed by court order or
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takes possession and such order remains in effect or such possession continues for more than
sixty (60) days; or
(i)The Bond Bank is rendered incapable of fulfilling its obligations under the
Bond Bank Indenture for any reason.
B.Trustee’s Rights and Remedies.
No default under subparagraphs (d) or (e) above will constitute an Event of Default until actual notice
of the default by registered or certified mail has been given to the Bond Bank by the Trustee or by the owners
of not less than twenty-five percent (25%) in aggregate principal amount of all Bonds then Outstanding and the
Bond Bank has had sixty (60) days after receipt of the notice to correct such default within the applicable
period. If such default is correctable but cannot be corrected within the applicable period, it will not constitute
an Event of Default if corrective action is instituted by the Bond Bank within the applicable period and
diligently pursued until the default is corrected.
Upon the occurrence of an Event of Default, the Trustee will notify the owners of the Bonds of such
Event of Default and will have the following rights and remedies:
(a)The Trustee may pursue any available remedy at law or in equity or by statute
to enforce the payment of the principal of and interest on Outstanding Bonds, including
enforcement of any rights of the Bond Bank or the Trustee under the Qualified Obligations;
(b)The Trustee may by action or suit in equityrequire the Bond Bank to account
as if it were the trustee of an express trust for the owners of the Bonds and may take such
action with respect to the Qualified Obligations as the Trustee deems necessary or appropriate
and in the best interest of the owners of Bonds, subject to the terms of those Qualified
Obligations;
(c)Upon the filing of a suit or other commencement of judicial proceedings to
enforce any rights of the Trustee and of the owners of Bonds under the Bond Bank Indenture,
the Trustee will be entitled, as a matter of right, to the appointment of a receiver or receivers of
the Trust Estate and of the Revenues, issues, earnings, income, products and profits thereof,
pending such proceedings, with such powers as the court making such appointment will
confer; and
(d)If the Trustee certifies that there are sufficient money on deposit in the Funds
and Accounts to pay principal of and accrued interest on all Bonds Outstanding, the Trustee
may declare the principal of and accrued interest on all Bonds to be due and payable
immediately in accordance with the provisions of the Bond Bank Indenture and the Act, by
notice to the Bond Bank and the Corporation Counsel of the City.
If an Event of Default has occurred, if requested to do so in writing by the owners oftwenty-five
percent (25%) or more in aggregate principal amount of Outstanding Bonds and if indemnified as provided in
the Bond Bank Indenture, the Trustee will be obligated to exercise such of the rights, remedies and powers
conferred by the Bond Bank Indenture, as the Trustee, being advised by Counsel, deems most expedient in the
interests of the owners of the Bonds.
The owners of a majority in aggregate principal amount of Outstanding Bonds will have the right, at
any time during the continuance of an Event of Default, by a written instrument or instruments executed and
delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in
connection with the enforcement of the terms and conditions of the Bond Bank Indenture or for the
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appointment of a receiver or any other proceedings under the Bond Bank Indenture. However, such direction
may not be otherwise than in accordance with the provisions of law and of the Bond Bank Indenture.
C.Waivers of Events of Default.
At its discretion, the Trustee may waive any Event of Default and its consequences, and must do so
upon the written request of the owners of (i) more than 662/3% in aggregate principal amount of all the Bonds
then Outstanding in respect of which an Event of Default in the payment of principal or interest exists or (ii)
more than fifty percent (50%) in aggregate principal amount of all Bonds then Outstanding in the case of any
other Event of Default. However, there may not be waived (A) any Event of Defaultin the payment of the
principal of any Outstanding Bond at the specified date of maturity or (B) any Event of Default in the payment
when due of the interest on any Outstanding Bond unless, prior to the waiver, all arrears of interest or principal
due, asthe case may be, with interest on overdue principal at the rate borne by such Bond, and all expenses of
the Trustee in connection with the Event of Default have been paid or provided for. In case of any such
waiver, or in case any proceeding taken by theTrustee on account of any such Event of Default has been
discontinued or abandoned or determined adversely, then the Bond Bank, the Trustee and the owners of Bonds
will be restored to their former respective positions and rights under the Bond Bank Indenture. No waiver will
extend to any subsequent or other Event of Default or impair any rights consequent thereon.
D.Rights and Remedies of Owners of Bonds.
No owner of any Bond will have any right to institute any proceeding at law or in equity for the
enforcement of the Bond Bank Indenture or for the execution of any trust thereof or for the appointment of a
receiver or any other remedy under the Bond Bank Indenture, unless (i) an Event of Default has occurred, (ii)
the owners of not less than twenty-five percent (25%) in aggregate principal amount of Bonds then
Outstanding have made written request to the Trustee and have offered the Trustee reasonable opportunity
either to proceed to exercise the remedies granted in the Bond Bank Indenture or to institute such action, suit or
proceeding in its own name, (iii) such owners of Bonds have offered to indemnify the Trustee, as provided in
the Bond Bank Indenture, and (iv) the Trustee has refused, or for sixty (60) days after receipt of such request
and offer of indemnification has failed, to exercise the remedies granted in the Bond Bank Indenture or to
institute such action, suit or proceeding in its own name. All proceedings at law or in equity must be carried
out as provided in the Bond Bank Indenture and for the equal and ratable benefit of the owners of all
Outstanding Bonds. However, nothing contained in the Bond Bank Indenture will affect or impair the right of
any owner of Bonds to enforce the payment of the principal of and interest on any Bond at and after its
maturity, or the limited obligation of the Bond Bank to pay the principal of and interest on each of the Bonds to
the respective owners of the Bonds at the time and place, from the source and in the manner expressed in the
Bonds.
Nonpresentment of Bonds
If any Bond issued under the Bond Bank Indenture is not presented for payment when the principal
becomes due, either at maturity, or at the date fixed for redemption, or as set forth in any Supplemental
Indenture regarding deemed tenders or redemptionsor otherwise, and if funds sufficient to pay such Bond have
been made available to the Trustee or Paying Agent for the benefit of the owner thereof, all liability of the
Bond Bank to the owner thereof for the payment of such Bond will forthwith cease, terminate and be
completely discharged, and thereupon it will be the duty of the Trustee or Paying Agent to hold such funds for
four (4) years, for the benefit of the owner of such Bond, without liability for interest thereon to such owner,
who will thereafter be restricted exclusively to such funds, for any claim of whatever nature on his part under
the Bond Bank Indenture or on, or with respect to, such Bond.
Any money so deposited with and held by the Trustee or Paying Agent in trust for the payment of the
principal of and interest on the Bonds and remaining unclaimed by any Bondholder for four (4) years after the
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date on which the same becomes due will be repaid by the Trustee or Paying Agent to the Bond Bank, at the
written request of the Bond Bank, and thereafter the Bondholders will be entitled to look only to the Bond
Bank for payment, and then only to the extent of the amount so repaid, and the Bond Bank will not be liable
for any interest thereon to the Bondholders and will not be regarded as a trusteeof such money.
Other Obligations Payable from Revenues
The Bond Bank will grant no liens or encumbrances on or security interests in the Trust Estate (other
than those created by the Bond Bank Indenture), and, except for Bonds issued under the Bond Bank Indenture,
will issue no bonds or other evidences of indebtedness payable in whole or in part from the Trust Estate.
Limitations on Obligations of Bond Bank
The Bonds, together with interest thereon, are limited obligations of the Bond Bank payable solely
from the Trust Estate and will be a valid claim of the respective owners thereof only against the Trust Estate
which is assigned and pledged for the equal and ratable payment of such Bonds and will be used for no other
purpose than the payment of the Bonds,except as may be otherwise expressly authorized in the Bond Bank
Indenture. The Bonds do not constitute a debt, obligation or liability of the State, any political subdivision
thereof, the City or any Qualified Entity under the constitution of the State or a pledge of the faith and credit of
the City, the State, any political subdivision thereof or any Qualified Entity but will be payable solely from the
Trust Estate pledged therefor in accordance with the Bond Bank Indenture. The issuance of the Bonds under
the provisions of the Act does not directly, indirectly or contingently, obligate the City, the State, any political
subdivision thereof or any Qualified Entity to levy any form of taxation for the payment thereof or to make any
appropriation for their payment and such Bonds and the interest payable thereon do not now and will never
constitute a debt of the City, the State, any political subdivision thereof or any Qualified Entity within the
meaning of the constitution of the State or the statutes of the State and such Bonds do not now and will never
constitute a charge against the credit or taxing power of the City, the State or any political subdivision thereof
or any Qualified Entity. Neither the City, the State or any Qualified Entity nor any agent, attorney, member,
officer, director or employee of the City, the State or any Qualified Entity or of the Bond Bank, will in any
event be liable for the payment of the principal of, and damages, if any, or interest on the Bonds or for the
performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which may be
undertaken by the Bond Bank. No breach by the Bond Bank of any such pledge, mortgage, obligation or
agreement may impose any liability, pecuniary or otherwise, upon the City,the State or any Qualified Entity or
any of the City’s, the State’s, any Qualified Entity’s or the Bond Bank’s agents, members, attorneys, officers,
directors and employees or any charge upon the general credit of the City, the State, or any Qualified Entity or
a charge against the taxing power of the City, the State, any political subdivision thereof or any Qualified
Entity.
Immunity of Officers and Directors
No recourse will be had for the payment of the Bonds or for any claim based thereon or upon any
obligation, covenant or agreement in the Bond Bank Indenture contained against any past, present or future
officer, member, director, agent or employee of the Bond Bank, the City or any Qualified Entity or any officer,
member, director, trustee, agent or employee of any successor entities thereto, as such, either directly or
through the Bond Bank, the City or any Qualified Entity or any successor entities, under any rule of law or
equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such
liability of any such officers, members, directors, trustees, agents, or employees as such, is hereby expressly
waived and released as a condition of and consideration for the execution of the Bond Bank Indenture and
issuance of such Bonds.
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Supplemental Indentures
The Bond Bank and the Trustee may, without the consent of, or notice to, any of the owners of Bonds,
enter into any indenture or indentures supplemental to the Bond Bank Indenture for any one or more of the
following purposes:
(a)To cure any ambiguity, formal defect or omission in the Bond Bank
Indenture;
(b)To grant to or confer upon the Trustee for the benefit of the owners of Bonds
any additional benefits, rights, remedies, powers or authorities that may lawfully be granted to
or conferred upon the owners of Bonds or the Trustee;
(c)To make any modification or amendment of the Bond Bank Indenture which
the Trustee determines will not have a material adverse effect on the interests of the
bondholders; provided, however, thatthe Bond Bank and the Trustee will make no amendment
which would permit the purchase of securities other than Refunding Qualified Obligations;
(d)To subject to the lien of the Bond Bank Indenture additional Revenues,
security, properties or collateral;
(e)To modify, amend or supplement the Bond Bank Indenture or any
Supplemental Indenture in order to permit the qualification under the Trust Indenture Act of
1939 or any similar federal statute hereafter in effect or to permit the qualification of the
Bonds for sale under the securities laws of the United States of America or of any of the states
of the United States of America, and, if the Bond Bank and the Trustee so determine, to add to
the Bond Bank Indenture or to any Supplemental Indenture such other terms, conditions and
provisions as may be permitted to the Trust Indenture Act of 1939 or similar federal statute
and which will not have a material adverse effect on the interest of the Bondholders;
(f)To give evidence of the appointment of a separate or co-trusteeor the
succession of a new Trustee under the Bond Bank Indenture or the succession of a new
Registrar or Paying Agent;
(g)To provide for the issuance of a Series of Additional Bonds permitted by the
Bond Bank Indenture to provide for the refunding of all or a portion of any Bonds;
(h)To amend the Bond Bank Indenture to permit the Bond Bank to comply with
any future federal tax law or any covenants contained in any Supplemental Indenture with
respect to compliance with future federal tax law.
With the exception of Supplemental Indentures for the purposes set forth in the preceding paragraph
and subject to the terms of the Bond Bank Indenture, the owners of not less than a majority of the aggregate
principal amount of the Bonds then Outstanding which are affected (other than Bonds held by the Bond Bank)
have the right, from time to time, to consent to and approve the execution by the Bond Bank and the Trustee of
any Supplemental Indenture or Indentures deemed necessary and desirable by the Trustee for the purpose of
modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions
contained in the Bond Bank Indenture or in any Supplemental Indenture. However, no Supplemental
Indenture may permit or be construed as permitting, without the consent of the owners of all then Outstanding
Bonds, (i) an extension of the maturity dates of the principal of or the interest on, or the redemption dates of,
any Bonds, or (ii) a reduction in the principal amount of any Bond or a change in the redemption premium or
the rate of interest on any Bond, or (iii) a privilege or priority of any Bond or Bonds over any other Bond or
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Bonds, or (iv) a reduction in the aggregate principal amount of the Bonds required for consent to such
Supplemental Indenture, or (v) the creation of any lien securing any Bonds, other than a lien ratably securing
all of the Bonds at any time Outstanding, or (vi) any modification of the trusts, powers, rights, obligations,
duties, remedies, immunities and privileges of the Trustee without the written consent of the Trustee.
Trustee
By executing the Bond Bank Indenture, the Trustee accepts the trusts and duties imposed upon it by
the Bond Bank Indenture, and agrees to perform such trusts and duties but only upon and subject tothe express
terms and conditions of the Bond Bank Indenture.
The Trustee covenants and agrees to retain or cause its agent to retain possession of each Qualified
Obligation and a copy of the transcript or documents related thereto and release them only inaccordance with
the provisions of the Bond Bank Indenture. The Bond Bank and the Trustee covenant and agree that all books
and documents in their possession relating to the Qualified Obligations will at all times be open to inspection
by such accountantsor other agencies or persons as the Bond Bank or the Trustee may from time to time
designate.
The Trustee and any successor Trustee may at any time resign from the trusts created by the Bond
Bank Indenture by giving thirty (30) days’ written notice by registered or certified mail to the Bond Bank, the
owner of each Bond issued under the Bond Bank Indenture, and such resignation will take effect upon the
appointment of a successor Trustee and acceptance of such appointment by the successor Trustee. Upon
resignation of the Trustee, the Bond Bank will, as soon as practicable, appoint a successor Trustee. If the Bond
Bank fails to appoint a successor Trustee within sixty (60) days of receipt of notice of the Trustee’s resignation,
the Trustee may petition the appropriate court to appoint a successor Trustee.
The Trustee may be removed at any time with or without cause by an instrument or concurrent
instruments in writing delivered to the Trustee and to the Bond Bank and signed by the owners of a majority in
aggregate principal amount of all Bonds then Outstanding or their attorneys-in-fact duly authorized. Notice of
the removal of the Trustee will be given as provided above. So long as no Event of Default, or an event which
with the passage of time would become an Event of Default, has occurred and is continuing, the Trustee may
be removed at any time by resolution of the Bond Bank filed with the Trustee.
In case the Trustee resigns or is removed, or is dissolved, or is in course of dissolution or liquidation,
or otherwise becomes incapable of acting under the Bond Bank Indenture, or in case it is taken under the
control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by
the owners of a majority in aggregate principal amount of all Bonds then Outstanding under the Bond Bank
Indenture by an instrument or concurrent instruments in writing signed by such owners, or by their attorneys-
in-fact duly authorized, a copy of which will be delivered personally or sentby registered mail to the Bond
Bank. Nevertheless, in case of such vacancy the Bond Bank by resolution may appoint a temporary Trustee to
fill such vacancy. Within ninety (90) days after such appointment, the Bondholders may appoint a successor
Trustee;and any such temporary Trustee so appointed by the Bond Bank will become the successor Trustee if
no appointment is made by the Bondholders within such period but in the event an appointment is made by the
Bondholders, will immediately and without furtheract be superseded by any Trustee so appointed by such
Bondholders. Notice of the appointment of a temporary or successor Trustee will be given in the same manner
provided above with respect to the resignation of a Trustee. Every such Trustee so appointed will be a trust
company or bank having a reported capital and surplus of not less than $50,000,000 and if there is such an
institution willing, qualified and able to accept the trust upon reasonable or customary terms.
DMS BJB 3859855v3
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APPENDIX D
FORM OF BOND ORDINANCESRELATED TOQUALIFIED OBLIGATIONS #1-13
On January 18, 2016, the Common Council of the City of Carmel, Indiana, adopted thirteen
individual bond ordinances authorizing Qualified Obligations #1-13. Except for the separateprojects to
be financed with the proceeds of each series of bonds, the terms and provisions of the bond ordinances
aresubstantially identical. During the period of this offering, copies of each of the respective bond
ordinances related to Qualified Obligations #1-13are available without charge from H.J. Umbaugh &
Associates, Certified Public Accountants, LLP, 8365 Keystone Crossing, Suite 300, P. O. Box 40458,
Indianapolis, Indiana.
Sponsors: Councilor Carter
ORDINANCE ______________
AS AMENDED
ANORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL,
INDIANA, AUTHORIZING THEISSUANCE OF GENERAL OBLIGATION
BONDS, SERIES 2016__,FOR THE PURPOSE OF PROVIDING FUNDS TO PAY
FOR CERTAIN CAPITALIMPROVEMENTSAND INCIDENTAL EXPENSES
IN CONNECTION THEREWITH ANDONACCOUNT OF THE ISSUANCE
AND SALEOF THE 2016__BONDSAND APPROPRIATING THE PROCEEDS
DERIVED FROM THE SALE OF SUCH BONDS
WHEREAS, the Common Council (the “Council”) of the City of Carmel, Indiana (the “City”)
hasgiven consideration to the acquisition,design, construction, renovation, improvement and/or
equipping of certain public infrastructure and/or other local public improvements more particularly
described on Exhibit Ahereto and made a part hereof (the “2016__Project”); and
WHEREAS,the Council hereby finds thatit would be of public utility and benefit and in the best
interests of the City and its citizens to financethe costs of all or a portion of the 2016__Projectthrough
the issuance of general obligation 2016__Bondsof the City; and
WHEREAS, the Council deems it advisable to authorize the issuance, in one or more series, of
general obligation 2016__Bondsof the City pursuant to Indiana Code 36-4-6-19, as amended, designated
as the “City of Carmel, Indiana, General Obligation Bonds, Series 2016__” (with such different or
additional series designation determined to be necessary or appropriate) (the “2016__Bonds”), in the
original aggregate principal amount not to exceed Two Million Dollars ($2,000,000), for the purpose of
providing fundsto be applied to pay all or a portion of (a) the costs of the 2016__Project,(b) capitalized
interest on the 2016__Bonds, if necessary, and (c) the costs incurred in connection with the issuance and
sale of the 2016__Bondsand all incidental expenses therewith, including the cost of any credit
enhancement with respect thereto (if necessary), with all of the foregoing costs and expenses in an
aggregate amount not to exceed $2,000,000; and
WHEREAS, the original principal amount of the 2016__Bonds, together with the outstanding
principal amount of previously issued bondsor other obligations which constitute a debt of the City, is no
more than two percent (2%) of one-third (1/3) of the total net assessed valuation of the City; and
WHEREAS, the amount ofproceeds of the 2016__Bondsallocated to pay costs of the 2016__
Project, together with estimated investment earnings thereon, does not exceed the cost of the 2016__
Projectas estimated by the Council; and
WHEREAS, the Council has found that there are insufficient funds available or provided for in
the existing budget and tax levy which may be applied to the costs of the 2016__Projectand has
authorized the issuance of the 2016__Bondsto procure such funds and that aneed exists for the making
of the additional appropriation hereinafter set out; and
WHEREAS, notice of a hearing on said appropriation has been duly given by publication as
required by law, and the hearing on said appropriation has been held, at which all taxpayers and other
interested persons had an opportunity to appear and express theirviews as to such appropriation; and
WHEREAS, the Council now finds that all conditions precedent to the adoption of an ordinance
authorizing the issuance of the 2016__Bondsand an additional appropriation of the Cityhave been
complied with in accordance with the Act.
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF
CARMEL, INDIANA THAT:
SECTION 1.Authorization for theBonds. In order to provide financing for the 2016__Project
and incidentalexpenses incurred in connection therewith and on account of the issuance of the 2016__
Bonds, the City shall borrow money and issue the 2016__Bondsas herein authorized.
SECTION 2.General Terms of Bonds. In order to procure said loan for such purposes, the
Clerk-Treasurer is hereby authorized and directed to have prepared and to issue and sell negotiable
general obligation Bondsof the City, in one or more series, in anaggregate principalamount not to
exceed Two Million Dollars ($2,000,000)(the “Authorized Amount”), to be designated “City of Carmel,
Indiana,General Obligation Bonds,Series 2016__” (with an appropriate additional series designation, if
needed) for the purpose of providing financing for the 2016__Projectand incidental expenses, such
expenses to include,without limitation, capitalized interest on the Bonds, if necessary,all expenses of
every kind incurred preliminarily to the funding of the 2016__Projectand the costs of selling and issuing
the 2016__Bonds.
The 2016__Bondsshall be signed in the name of the City by the manual or facsimile signature of
the Mayor of the City and attested by the manual or facsimile signature of the Clerk-Treasurer of the City,
who shall affix the seal of the City, if any, to each of the 2016__Bondsmanually or shall have the seal
imprinted or impressed thereon by facsimile or other means. In case any officer whose signature or
facsimile signature appears on the 2016__Bondsshall cease to be such officer before the delivery of the
2016__Bonds, such signature shall nevertheless be valid and sufficient for all purposes as if such officer
had remained in office until delivery thereof. The 2016__Bondsshall also be authenticated by the
manual signature of the Registrar (as hereafter defined). Subject to theprovisions of this Ordinance
regarding the registration of the 2016__Bonds, the 2016__Bondsshall be fully negotiable instruments
under the laws of the State of Indiana.
The 2016__Bondsare, as to all the principal thereof and interest due thereon, general obligations
of the City, payable from ad valoremproperty taxes on all taxable property within the City.
The 2016__Bondsshall be issued in fully registered form in denominations of Five Thousand
Dollars ($5,000) or any integral multiple thereof, shall be numbered consecutively from 2016__R-1
upward, and shall be originally dated as of theirdate of issuance.The 2016__Bondsshall bear interest
payable semiannually on January 1and July 1of each year,or such other dates as determined by the
Clerk-Treasurer prior to the sale of the Bonds, based on advice of the financial advisor to the City,
beginning on July 1, 2017,at a rate or rates not exceeding sixpercent (6.00%) per annum (the exact rate
or rates to be determined by biddingor negotiationpursuant to Section 6 of this Ordinance). Interest shall
be calculated on the basis of a 360-day year comprised of twelve 30-day months. The 2016__Bonds
shall mature or be subject to mandatory redemption on January 1 and/or July 1over a period ending no
later than January 1, 2036, or such other dates as determined by the Clerk-Treasurer prior to the sale of
the Bonds, based on advice of the financial advisor to the City.
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All payments of interest on the 2016__Bondsshall be paid by check mailed one business day
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prior to the interest payment date to the registered owners thereof as of the fifteenth (15) day of the
monthpreceding the monthin which interest is payable at the addresses as they appear on the registration
books kept by the Registrar (the “Registration Record”) or at such other address as is provided to the
Paying Agent (as hereafter defined) in writing by such registered owner. All principal payments on the
2016__Bondsshall be made upon surrender thereof at the principal office of thePaying Agent, in any
coin or currency of the United States of America which on the date of such payment shall be legal tender
for the payment of public and private debts.
Interest on 2016__Bondsshall be payable from the interest payment date to which interest has
been paid next preceding the authentication date thereof unless such 2016__Bondsare authenticated after
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the fifteenth(15)day of the monthpreceding the monthofsuch interest payment dateand 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 June 15, 2017, in which case they shall bear interest from the original
date, until the principal shall be fully paid.
Each Bond shall be transferable or exchangeable only upon the Registration Record by the
registered owner thereof in person, or by his attorney duly authorized in writing, upon surrender of such
Bond together with a written instrument of transfer or exchange satisfactory to the Registrarduly
executed by the registered owner or his attorney duly authorized in writing, and thereupon a new fully
registered Bond or 2016__Bondsin 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 City, except
for any tax or governmental charge required to be paid in connection therewith, which shall be payable by
the person requesting such transfer or exchange. The City, the Registrar and the Paying Agent may treat
and consider the persons in whose names such 2016__Bondsare 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 due thereon.
In the event any Bond is mutilated, lost, stolen or destroyed, the City 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 City and the
Registrar, together with indemnity satisfactory tothem. In the event any such bond shall have matured,
instead of issuing a duplicate bond, the City and the Registrar may, upon receiving indemnity satisfactory
to them, pay the same without surrender thereof. The City and the Registrar may charge the owner of
such Bond with their reasonable fees and expenses in this connection. Any bond issued pursuant to this
paragraph shall be deemed an original, substitute contractual obligation of the City, whether or not the
lost, stolen or destroyed Bond shall be found at any time, and shall be entitled to all the benefits of this
Ordinance, equally and proportionately with any and all other 2016__Bondsissued hereunder.
SECTION 3.Terms of Redemption. The Clerk-Treasurer, upon consultation with the City’s
financial advisor, may designate maturities of 2016__Bonds(or portion thereof in integral multiples of
$5,000 principal amount each) that shall be subject to optional redemption and/or maturity sinking fund
redemption, and the corresponding redemption dates, amounts andprices (including premium, if any).
Except as otherwise set forth in this Ordinance, the Clerk-Treasurer, upon consultation with the City’s
financial advisor, ishereby authorized and directed to determine the terms governing any such
redemption.
Noticeof redemption shall be mailed by first-class mail or by registered or certified mail to the
address of each registered owner of a Bond to be redeemed as shown on the Registration Record not more
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than forty-five (45) days and not less than thirty (30) daysprior to the date fixed for redemption except to
the extent such redemption notice is waived by owners of 2016__Bondsredeemed, 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 2016__Bonds. Any notice of redemption
required under this section shall identify the 2016__Bondsto be redeemed including the complete name
of the 2016__Bonds, the interest rate, the issue date, the maturity date, the respective CUSIP numbers (if
any) and certificate numbers (and, in the case of a partial redemption, the respective principal amounts to
be called) and shall state (i) the date fixed for redemption, (ii) the Redemption Price, (iii) that the 2016__
Bondscalled for redemption must be surrendered to collect the Redemption Price, (iv) the address of the
principal corporate trust office of the registrar and paying agentat which the 2016__Bondsmust be
surrendered together withthe name and telephone number of a person to contact from the office of the
registrar and paying agent, (v) any condition precedent to such redemption, (vi) that on the date fixed for
redemption, and upon the satisfaction of any condition precedent described in the notice, the Redemption
Price will be due and payable upon each such 2016__Bond or portion thereof and that interest on the
2016__Bondscalled for redemption ceases to accrue on the date fixed for redemption, and (vii) that if
such condition precedent is not satisfied, such notice of redemption is rescinded and of no force and
effect, and the principal and premium, if any, shall continue to bear interest on and after the date fixed for
redemption at the interest rate borne by the 2016__Bond.The place of redemption may be determined by
the City. Interest on the 2016__Bondsso 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 2016__Bondsshall no longer be protected by this Ordinance and
shall not be deemed to be outstanding hereunder, and the holders thereof shall have the right only to
receive the redemption price.
All 2016__Bondswhich have been redeemed shall be canceled and shall not be reissued;
provided, however, that one or more new registered 2016__Bondsshall be issued for the unredeemed
portion of any 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 2016__Bondsor portions thereof called for redemption, including accrued interest
thereon to the redemption date. No payment shall be made upon any 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 4.Appointment of Registrar and Paying Agent. The Clerk-Treasurer is hereby
authorized to serve as, or to appoint a qualified financial institution to serve as, registrar and paying agent
for the 2016__Bonds(the “Registrar” or “Paying Agent”). The Registrar is hereby charged with the
responsibility of authenticating the 2016__Bonds, and shall keep and maintain at its principal office or
corporate trust office books for the registration and transfer of the 2016__Bonds. The Clerk-Treasurer is
hereby authorized to enter into such agreements or understandings with such institution as will enable the
institution to perform the services required of the Registrar and Paying Agent. The Clerk-Treasurer is
authorized to pay such fees as the 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 Clerk-Treasurer and to each registered owner of the 2016__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 Clerk-Treasurer. Such notice to the
Clerk-Treasurer 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 Clerk-Treasurer, in
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which event the Clerk-Treasurer may appoint a successor Registrar and Paying Agent. The Clerk-
Treasurer shall notify each registered owner of the 2016__Bondsthen outstanding of the removal of the
Registrar and Paying Agent. Notices to registered owners of the 2016__Bondsshall be deemed to be
given when mailed by first-class mail to the addresses of such registered owners as they appear on the
bond register. Any predecessor Registrar and Paying Agent shall deliver all the 2016__Bonds, cash and
investments in its possession and the bond register to the successor Registrar and Paying Agent. At all
times, the same entity shall serve as Registrar and as Paying Agent.
SECTION 5.Form of Bonds. (a) The form and tenor of the 2016__Bondsshall be
substantially as follows, all blanks to be filled in properly and all necessary additions and deletions to be
made prior to delivery thereof:
2016__R-
UNITED STATES OF AMERICA
STATE OF INDIANACOUNTYOF HAMILTON
CITY OF CARMEL, INDIANA
GENERAL OBLIGATION BOND, SERIES 2016__
InterestMaturityOriginalAuthentication
RateDateDateDate\[CUSIP\]
REGISTERED OWNER:
PRINCIPAL SUM:DOLLARS ($______)
The City of Carmel, in HamiltonCounty, Indiana (the “City”) 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 forth above,
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 fifteenthday of the monthpreceding such interest payment
dateand on or before such interest payment date in which caseit shall bear interest from such interest payment
date, or unless this bond is authenticated on or before June15, 2017,in which case it shall bear interest from the
Original Date, which interest is payable semiannually on January1and July 1of each year,beginning on July 1,
2017.Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months.
The principal of this bond is payable at __________________ (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 hereof as of the first day of the month in which interest
is payable 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 2016__Bondsshall 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
\[corporate trust\] office of the Paying Agent in any coin or currency of the United States of America which on
the dates of such payment shall be legal tender for the payment of public and private debts, or in the case of a
Registered Owner of $1,000,000 or more in principal amount of 2016__Bonds, bywire transfer on the due date
upon written direction of such owner provided at least fifteen (15) days prior to the maturity date.
This bond is one of an authorized issue of negotiable general obligation 2016__Bondsof the City, of like
original date, tenor and effect, except as to denomination, numbering, interest rates, and dates of maturity, in the
total amount of ____________($___________), numbered consecutively from 2016__R-1 upward, issued for
the purpose of financing the costs of (a) the costs of the acquisition, design, construction, renovation,
improvement and/or equipping of certain public infrastructure and/or other local public improvement projects as
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more particularly described in the Ordinance (as defined herein), (b) capitalized intereston the Bonds, and (c)
the costs incurred in connection with the issuance and sale of the bonds and all incidental expenses therewith,as
authorized by Ordinance No. ______ adopted by the Common Council on the __day of__________,2016,
entitled “An Ordinance of the Common Council Of The City Of Carmel, Indiana, Authorizing The Issuance Of
General Obligation Bonds, Series 2016__, For The Purpose Of Providing FundsTo Pay For Certain Capital
Improvements And Incidental Expenses In Connection Therewith And On Account Of The Issuance And Sale
Of The 2016__BondsAnd Appropriating The Proceeds Derived From The Sale Of SuchBonds”(the
“Ordinance”), and in accordance with Indiana Code § 36-4-6-19 and other applicable provisions of the Indiana
Code, as amended (collectively, the “Act”). The owner of this bond, by the acceptance hereof, agrees to all the
terms and provisions contained in the Ordinance and the Act.
PURSUANT TO THE PROVISIONS OF THE ACT AND THE ORDINANCE, THE PRINCIPAL OF
THIS BOND AND ALL OTHER 2016__BONDSOF SAID ISSUE AND THE INTEREST DUE THEREON
ARE PAYABLE AS A GENERAL OBLIGATION OF THE CITY, FROM AN AD VALOREMPROPERTY
TAX TO BE LEVIED ON ALL TAXABLE PROPERTY WITHIN THE CITY.
\[INSERT REDEMPTION TERMS\]
Notice of such redemptionshall be mailed by first-class mail or by registered or certified 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 City except to the
extent such redemption notice is waived by owners of the bond or 2016__Bondsredeemed, 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 2016__Bonds.Any notice of redemption required
under this section shall identify the 2016__Bondsto be redeemed including the complete name of the 2016__
Bonds, the interest rate, the issue date, the maturity date, the respective CUSIP numbers (if any) and certificate
numbers (and, in the case of a partial redemption, the respective principal amounts to be called) and shall state
(i) the date fixed for redemption, (ii) the Redemption Price, (iii) that the 2016__Bondscalled for redemption
must be surrendered to collect the Redemption Price, (iv) the address of the principal corporate trust office of
the registrar and paying agent at which the 2016__Bondsmust be surrendered together with the name and
telephone number of a person to contact from the office of the registrar and paying agent, (v) any condition
precedent to such redemption, (vi) that on the date fixed for redemption, and upon the satisfaction of any
condition precedent described in the notice, the Redemption Price will be due and payable upon each such
2016__Bond or portion thereof and that interest on the 2016__Bondscalled for redemption ceases to accrue on
the date fixed for redemption, and (vii) that if such condition precedentis not satisfied, such notice of
redemption is rescinded and of no force and effect, and the principal and premium, if any, shall continue to bear
interest on and after the date fixed for redemption at the interest rate borne by the 2016__Bond. The place of
redemption may be determined by the City. Interest on the 2016__Bondsso 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 2016__Bondsshall no longer be protected by the
Ordinance and shall not be deemed to be outstanding thereunder.
This bond is subject to defeasance prior to payment as provided in the Ordinance.
If this bond shall not bepresented for payment on the date fixed therefor, the City may deposit in trust with
the Paying Agent or another paying agent, an amount sufficient to pay such bond, and thereafter the Registered
Owner shall look only to the funds so deposited in trust for payment and the City shall have no further
obligation or liability in respect thereto.
This bond is transferable or exchangeable only upon the books of the City kept for that purpose at the office
of the Registrar by the Registered Owner in person, or by his 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 his attorney duly authorized in writing, and thereupon a new fully
registered bond or 2016__Bondsin 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 City, any registrar and any paying agent for this bond may treat 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 due hereon.
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The 2016__Bondsmaturing in any one year are issuable only in fully registered form in the denomination
of $5,000or any integral multiple thereof.
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 ofauthentication
hereon shall have been executed by an authorized representative of the Registrar.
IN WITNESS WHEREOF, the City of Carmel, Indiana, has caused this bond to be executed in its
corporate name by the manual or facsimile signatures of its duly elected, qualified and acting Mayor, its
corporate seal, if any, to be hereunto affixed, imprinted or impressed by any means and attested manually or by
facsimile by the Clerk-Treasurer of the City.
CITY OF CARMEL, INDIANA
By:
Mayor
(SEAL)
ATTEST:
Clerk-Treasurer
It is hereby certified that this bond is one of the 2016__Bondsdescribed in the within-mentioned Ordinance
duly authenticated by the Registrar.
_____________________________, 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 tenantsby 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
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(State)
Additional abbreviations may also be used, although not contained in the above list.
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
________________________________________ (Please Print or Typewrite Name and Address)
$__________________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 the registration thereof with full power of substitution in the premises.
NOTICE: The signature to this assignment must correspond
with the name as it appears on the face of the within bond in
every particular, without alteration or enlargement or any
change whatsoever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an
eligible guarantor institution participating
in a Securities Transfer Association recognized
signature guarantee program.
(End of Form of Bonds)
(b)The 2016__Bondsmay, 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 City from time to time (the
“Clearing Agency”), without physical distribution of2016__Bondsto the purchasers. The following
provisions of this section apply in such event.
One definitive Bond of each maturity shall be delivered to the Clearing Agency (or its agent) and
held in its custody. The City 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
2016__Bondsas are necessary or appropriate to accomplish or recognize such book-entry form 2016__
Bonds.
During any time that the 2016__Bondsremain and are held in book-entry form on the books of a
Clearing Agency, (1) any such Bond may be registered upon the books kept by the Registrar in the name
of such Clearing Agency, or any nominee thereof, including Cede & Co., as nominee of The Depository
Trust Company; (2) the Clearing Agency in whose name such Bond is so registered shall be, and the City
and the Registrar and Paying Agent may deem and treat such Clearing Agency as, the absolute owner and
holder of such Bond for all purposes of this Ordinance, including, without limitation, the receiving of
payment of the principal of and interest on such Bond, the receiving of notice and giving of consent; (3)
neither the City nor the Registrar or Paying Agent shallhave any responsibility or obligation hereunder to
any direct or indirect participant, within the meaning of Section 17A of the Securities Exchange Act of
1934, as amended, of such Clearing Agency, or any person on behalf of which, or otherwise in respectof
which, any such participant holds any interest in any Bond, including, without limitation, any
responsibility or obligation hereunder to maintain accurate records of any interest in any Bond or any
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responsibility or obligation hereunder with respect tothe receiving of payment of principal of or interest
or premium, if any, on any Bond, the receiving of notice or the giving of consent; and (4) the Clearing
Agency is not required to present any Bond called for partial redemption 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 City receives notice from the Clearing Agency which is currently the registered
owner of the 2016__Bondsto the effect that such Clearing Agency is unable or unwilling to discharge its
responsibility as a Clearing Agency for the 2016__Bonds, or the City elects to discontinue its use of such
Clearing Agency as a Clearing Agency for the 2016__Bonds, then the City and 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 2016__Bonds, as are necessary or appropriate to discontinue use of such
Clearing Agency as a Clearing Agency for the 2016__Bondsand to transfer the ownership of each of the
2016__Bondsto such person or persons, including any other Clearing Agency, as the holders of the
2016__Bondsmay direct in accordance with this Ordinance. Any expenses of suchdiscontinuance and
transfer, including expenses of printing new certificates to evidence the 2016__Bonds, shall be paid by
the City.
During any time that the 2016__Bondsare held in book-entry form on the books of a Clearing
Agency, the Registrar shallbe 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 2016__Bondsas of a record date selected by theRegistrar. For
purposes of determining whether the consent, advice, direction or demand of a registered owner of a Bond
has been obtained, the Registrar shall be entitled to treat the beneficial owners of the 2016__Bondsas 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 Ordinance.
During any time that the 2016__Bondsare held in book-entry form on the books of a Clearing
Agency, the Mayor, the Clerk-Treasurer and/or the Registrar are authorized to execute and deliver a
Letter of Representations agreement with the Clearing Agency, or a Blanket Issuer Letter of
Representations, and the provisions of any such Letter of Representations or any successor agreement
shall control on the matters set forth therein. The Registrar, by accepting the duties of Registrar under
this Ordinance, agrees that it will (i) undertake the duties of agent required thereby and that those duties
to be undertakenby 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 2016__Bondsare held in book-entry
form, the provisions of Section 5 of this Ordinance shall control over conflicting provisions in any other
section of this Ordinance.
SECTION 6.Sale of Bonds.Except as otherwise provided in this section, the 2016__Bonds
shall besold in a competitive sale. The Clerk-Treasurer shall cause to be published a notice of sale once
each week for two consecutive weeks per Indiana Code §5-3-1-2. 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. Said bond sale notice shall state the time and place of sale, the purpose for
which the 2016__Bondsare being issued, the total amount thereof, the amount and date of each maturity,
the maximum rate or rates of interest thereon, their denominations, the time and place of payment, that
specifications and information concerning the 2016__Bondsare on file in the office of the Clerk-
Treasurer and are available on request, the terms and conditions upon which bids will be received and the
sale made and such other information as is required by law or as the Clerk-Treasurer shall deem
necessary, including any terms and conditions of sale which provide an exclusion or exemption from the
applicability of all or a portion of the provisions of Rule 15c2-12 of the U.S. Securities and Exchange
Commission as amended (the “SEC Rule”), in which case the Clerk-Treasurer may set the minimum
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authorized denomination of the 2016__Bondsat One Hundred Thousand Dollars ($100,000) as
contemplated by the SEC Rule.
As an alternative to the publication of a notice of sale, the Clerk-Treasurer may sell the 2016__
Bondsthrough the publication of a notice of intent to sell the 2016__Bondsand compliance with related
procedures pursuant to Indiana Code §5-1-11-2(b).
All bids for the 2016__Bondsshall be sealed and shall be presented to the Clerk-Treasurer in
accord with the terms set forth in the bond sale notice. Bidders for the 2016__Bondsshall be required to
name the rate or rates of interest which the 2016__Bondsare to bear, which shall be the same for all
2016__Bondsmaturing on the same date and the interest rate bid on any maturity of 2016__Bondsmust
be no less than the interest rate bid on any and all prior maturities, not exceeding sixpercent (6.00%) per
annum, and such interest rate or rates shall be in multiples ofone-eighth orone-hundredth of one per cent.
The Clerk-Treasurer shall award the 2016__Bondsto the bidder who offers the lowest interest cost, to be
determined by computing the total interest on all the 2016__Bondsto 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-ninepercent (99.0%) of the par value of the 2016__Bonds(or such higher percentage as the
Clerk-Treasurer shall determine, with the advice of the City’s financial advisor, prior to the sale of the
2016__Bonds) and accrued interest, if any, shall be considered. The Clerk-Treasurer may require that all
bids shall be accompanied by certified or cashier’s checksor wire transferspayable to the order of the
City of Carmel, Indiana, or a surety bond, in an amount not to exceed one percent of the aggregate
principal amount of the 2016__Bondsas 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 readvertisement; provided,
however, that if said sale be 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 Clerk-
Treasurer shall have full right to reject any and all bids.
After the 2016__Bondshave been properly sold and executed, the City-Treasurer shall receive
from the purchasers payment for the 2016__Bondsand shall provide for delivery of the 2016__Bondsto
the purchasers.
Notwithstanding anything in this Ordinanceto the contraryand in lieu of a public sale of the
2016__Bondspursuant to this Section, the 2016__Bondsmay, in the discretion of the City, based upon
the advice of the City's financial advisor, be sold either to the Indiana Bond Bank or a local public
improvement bond bank established by the City pursuant to I.C. 5-1.4(either such entity, the“Bond
Bank”).In the event of such determination of sale to the Bond Bank, the 2016__Bondsshall be sold to
the Bond Bank in such denomination or denominations as the Bond Bank may request, and pursuant to a
qualified entity purchase agreement (the “Purchase Agreement”) between the City and the Bond Bank,
hereby authorized to be entered into and executed by the Mayoron behalf of the City, subsequent to the
date of the adoption of this Ordinance. Such Purchase Agreement may set forth the definitive terms and
conditions for such sale, but all of such terms and conditions must be consistent with the terms and
conditions of this Ordinance, including without limitation, the interest rate or rates on the 2016__Bonds
which shall not exceed the maximum rate of interest for the 2016__Bondsauthorized pursuant to this
Ordinance.2016__Bondssold to the Bond Bankshall be accompanied by all documentation required by
the Bond Bank pursuant to the provisions of Indiana Code 5-1.5 or 5-1.4,as applicable, and the Purchase
Agreement, including, without limitation, an approving opinion of nationally recognized bond counsel,
certification and guarantee of signatures and certification as to no litigation pending, as of the date of
delivery of the 2016__Bondsto the Bond Bank, challenging the validity or issuance of the 2016__
Bonds. In the event the City determines to sell the 2016__Bondsto the Bond Bank, the submission of an
application to the Bond Bank, the entry by the City into the Purchase Agreement, and the execution and
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delivery of the Purchase Agreement on behalf of the City by the Mayorin accordance with this
Resolution are hereby authorized, approved and ratified.
The Clerk-Treasurer is hereby authorized and directed to obtain legal opinion as to the validity of
the 2016__Bondsfrom Barnes & Thornburg LLP, and to furnish such opinion to the purchasers of the
2016__Bondsor to cause a copy of said legal opinion to be printed on each Bond. The cost of such
opinion shall be paid out of the proceeds of the 2016__Bonds.
SECTION 7.Use of Bond Proceeds. Any premium received at the time of delivery of the
2016__Bondswill be applied to payments on the 2016__Bondson the earliest interest payment dates.
The remaining proceeds received from the sale of the 2016__Bondsshall be deposited in the City of
Carmel,Indiana, 2016__ProjectFund (the “2016__ProjectFund”). The proceeds deposited in the
2016__ProjectFund shall be expended only for the purpose of paying expenses incurred in connection
with the 2016__Projecttogether with the expenses incidental thereto and on account of the issuance of
the 2016__Bonds. Any balance remaining in the 2016__ProjectFund after the completion of the
2016__Projectwhich is not required to meet unpaid obligations incurred in connection therewith and on
account of the issuance of the 2016__Bondsmay be used to pay debt service on the 2016__Bondsor
otherwise used as permitted by law.
SECTION 8.Defeasance. If, when the 2016__Bondsor 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 2016__Bondsor any portion thereof for redemption have been given,
and the whole amount of the principal and the interest so due and payable upon such 2016__Bondsor
any portion thereof then outstanding shall be paid, or (i) cash, or (ii) direct non-callable obligations of
(including obligations issued or held in book entry form on the books of) the Department of the Treasury
of the United States of America, and securities fully and unconditionally guaranteed as to the timely
payment of principal and interest by the United States of America, 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 2016__Bondsor such designated portion
thereof shall no longer be deemed outstanding or secured by this Ordinance.
SECTION 9.Tax Covenants.In order to preserve the exclusion of interest from gross income
for federal income tax purposes on the 2016__Bonds, and as an inducement to purchasers of the 2016__
Bonds, the City represents, covenants and agrees that:
(a)The City will not take any action or fail to take any action with respect to
the 2016__Bondsthat would result in the loss of the exclusion from gross income for
federal incometax purposes of interest on the 2016__Bondspursuant to Section 103 of
the Internal Revenue Code of 1986 as in effect on the date of issuance of the 2016__
Bonds(the “Code”), including, without limitation, the taking of such action as is
necessary to rebate or cause to be rebated arbitrage profits on Bond proceeds or other
monies treated as Bond proceeds 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.
(b)The City will file an information report Form 8038-G with the Internal
Revenue Service as required by Section 149 of the Code.
(c)The City will not make any investment or do any other act or thing
during the period that any Bond is outstanding hereunder which would cause any Bond to
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be an “arbitrage bond” within the meaning of Section 148 of the Code and the regulations
applicable thereto as in effect on the date of delivery of the 2016__Bonds.
Notwithstanding any other provisions of this Ordinance, the foregoing covenants and
authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on the
2016__Bondsfrom gross income under federal income tax law (the “Tax Exemption”) need not be
complied with to the extent the City receives an opinion of nationally recognized bond counsel that
compliance with such Tax Section is unnecessary to preserve the Tax Exemption.
SECTION 10.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 2016__Bondsthen outstanding shall have the right, from time to time, to consent
to and approve the adoption by the City of such ordinance or ordinances supplemental hereto as shall be
deemed necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or
rescinding in any particular any of the terms or provisions contained in this Ordinance, or in any
supplemental ordinance; 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 on any Bond,
without the consent of the holder of each Bond so affected; or
(b)A reduction in the principal amount of any Bond or the 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 Bond so affected; or
(c)A preference or priority of any Bond over any other Bond, without the
consent of the holders of all 2016__Bondsthen outstanding; or
(d)A reduction in the aggregate principal amount of the 2016__Bonds
required for consent to such supplemental ordinance, without the consent of the holders
of all 2016__Bondsthen outstanding.
If the City 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 books held by the Registrar. Such notice
shall briefly set forth the nature of the proposed supplemental ordinance and shall state that a copy thereof
is on file at the office of the Registrar for inspection by all owners of the 2016__Bonds. The Registrar
shall not, however, be subject to any liability to any owners of the 2016__Bondsby reason of its failure
to mail such notice, and any such failure shall not affect the validity of such supplemental ordinance 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 City shall
receive any instrument or instruments purporting to be executed by the owners of the 2016__Bondsof
not less than sixty-six and two-thirds per cent (66-2/3%) in aggregate principal amount of the 2016__
Bondsthen outstanding, which instrument or instruments shall referto the proposed supplemental
ordinance described in such notice, and shall specifically consent to and approve the adoption thereof in
substantially the form of the copy thereof referred to in such notice as on file with the Registrar,
thereupon, but not otherwise, the City may adopt such supplemental ordinance in substantially such form,
without liability or responsibility to any owners of the 2016__Bonds, whether or not such owners shall
have consented thereto.
No owner of any Bond shall have any rightto object to the adoption of such supplemental
ordinance 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 City or its
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officers from adopting the same, or from taking any action pursuant to the provisions thereof. Upon the
adoption of any supplemental ordinance pursuant to the provisions of this section, this Ordinance shall be,
and shall be deemed, modified and amended in accordance therewith, and the respective rights, duties and
obligations under this Ordinance of the City and all owners of 2016__Bondsthen outstanding, shall
thereafter be determined exercised and enforced in accordance with this Ordinance, subject in all respects
to such modifications and amendments.
Notwithstanding anything contained in the foregoing provisions of this Ordinance, the rights and
obligations of the City and of the owners of the 2016__Bonds, and the terms and provisions of the
2016__Bondsand this Ordinance, or any supplemental ordinance, may be modified or altered in any
respect with the consent of the City and the consent of the owners of all the 2016__Bondsthen
outstanding.
Without notice to or consent of the owners of the 2016__Bonds, the City may, from time to time
and at any time, adopt such ordinances supplemental hereto as shall not be inconsistent with the terms and
provisions hereof (which supplemental ordinances shall thereafter form a part hereof),
(a)To cure any ambiguity or formal defect or omission in this Ordinance or
in any supplemental ordinance; or
(b)To grant to or confer upon the owners of the 2016__Bondsany
additional rights, remedies, powers, authority or security that may lawfully be granted to
or conferred upon the owners of the 2016__Bonds; or
(c)To procure a rating on the 2016__Bondsfrom a nationally recognized
securities rating agency designated in such supplemental ordinance, if such supplemental
ordinance will not adversely affect the owners of the 2016__Bonds; or
(d)To obtain or maintain bond insurance with respect to the 2016__Bonds;
or
(e)To provide for the refunding or advance refunding of the 2016__Bonds;
or
(f)To make any other change which, in the determination of the Council in
its sole discretion, is not to the prejudice of the owners of the 2016__Bonds.
SECTION 11.Approval of Official Statement. If the Clerk-Treasurer of the City, with the
advice of the City’s financial advisor, determines that the preparation of an official statement is necessary
or is in thebest interest of the City, then the Clerk-Treasurer is hereby authorized to deem final an official
statement with respect to the 2016__Bonds, as of its date, subject to completion thereof, and the Council
further authorizes the distribution of the deemedfinal official statement, and the execution, delivery and
distribution of such document as further modified and amended with the approval of the Clerk-Treasurer
in the form of a final official statement.
SECTION 12.Additional Appropriation. There is hereby appropriated the sum of Two Million
Dollars ($2,000,000), out of the proceeds of the 2016__Bonds, together with all investment earnings
thereon, for the purpose of providing funds to pay the costs of the 2016__Project, including related costs
and the costs of issuing the 2016__Bonds, as provided in this Ordinance. Such appropriation shall be in
addition to all appropriations provided for in the existing budget and shall continue in effect until the
completion of the described purposes.
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SECTION 13.Other Action. The appropriate officers are hereby authorized to take all such
actions and execute all such instruments as are necessary or desirable to effectuate this ordinance. These
actions include obtaining a rating, bond insurance or any other form of credit enhancement forthe 2016__
Bondsif economically feasible and desirable and with the favorable recommendation of the financial
advisors to the City, and filing a report of an additional appropriation with the Indiana Department of
Local Government Finance.In addition, the appropriate officers of the City are hereby authorized and
directed to take any other action deemed necessary or advisable in order to effectuate the acquisition,
construction and equipping of the 2016__Project, the issuance of the 2016__Bonds, or any other
purposes of this Ordinance.In the event that, following the date of adoption of this Ordinance, the
Council shall, by ordinance, adopt second class city status pursuant to Indiana Code 36-4-1-1.1, the rights
and obligations of the Clerk-Treasurerhereunder, acting capacity as fiscal officer of the City, shall
thereafter be performed by the City Controlleronceappointed by the Mayor under Indiana Code 36-4-9-
6, as amended.
SECTION 14.No Conflict. All ordinances, resolutions, and orders or parts thereof in conflict
with the provisions of this Ordinance are to the extent of such conflict hereby repealed. After the issuance
of the 2016__Bondsand so long as any of the 2016__Bondsor interest thereon remains unpaid, except
as expressly provided herein, this Ordinance shall not be repealed or amended in any respect which will
adversely affect the rights of the holders of the 2016__Bonds, nor shall the City adopt any law, ordinance
or resolution which in any way adversely affects the rights of such holders.
SECTION 15.Severability; Interpretation. If any section, paragraph or provision of this
Ordinance 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 Ordinance.
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 16.Holidays, Etc.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 Ordinance, shall be a legal
holiday or a day on which banking institutions in the City or the city 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 day not a legal holiday or a day on which such banking institutions are typically
closed, with the same force and effect as if done on the nominal date provided in this Ordinance, and no
interest shall accrue for the period after such nominal date.
SECTION 17.Effectiveness. This Ordinance shall be in full force and effect from and after its
adoption and the procedures required by law. Upon payment in full of the principal and interest
respecting the 2016__Bondsauthorized hereby or upon deposit of an amount sufficient to pay when due
such amounts in accord with the defeasance provisions herein, all pledges, covenants and other rights
granted by this ordinance shall cease.
PASSEDby the Common Council of the City of Carmel, Indiana, this __day of _________, 2016, by a
vote of ______ ayes and _____ nays.
COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA
Presiding OfficerBruce Kimball
Laura Campbell Kevin D. Rider
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Ronald E. Carter Carol Schleif
Sue FinkamJeff Worrell
ATTEST:
Christine Pauley, Clerk-Treasurer of the City of
Carmel, Indiana
Presented by me to the Mayor of the City of Carmel, Indiana, this ____ day of ______________, 2016, at
_____ __.M.
Christine Pauley, Clerk-Treasurer
Approved by me, Mayor of the City of Carmel, Indiana, this ______ day of _______________, 2016, at
_____ ___.M.
James Brainard, Mayor
ATTEST:
Christine Pauley, Clerk-Treasurer of the City of
Carmel, Indiana
Prepared by:Bruce D. Donaldson, Esq.
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, IN 46204
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EXHIBIT A
DESCRIPTION OF THE 2016__PROJECT
The Project consists of all or any portion of (a) the design, inspection, construction, renovation,
improvement and/or equipping of certain public infrastructure and other local public improvements in the
City of Carmel, Indiana, including, without limitation,__________________________________; (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 “2016__Project”).
DMS BJB3867787v1
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APPENDIX E
SUMMARY OF CERTAIN LEGAL DOCUMENTS RELATED
TO QUALIFIED OBLIGATION 14
The following is a summary of certain legal documents related to Qualified Obligation 14,
including summaries of certain provisions contained in the Public Infrastructure Lease(as defined in this
Appendix), the Public Infrastructure TrustIndenture (as defined in this Appendix), and COIT Pledge
Ordinance (as defined in this Appendix). The following summaries do not purport to be a comprehensive
description and are qualifiedin their entirety by reference to the Public Infrastructure Lease,thePublic
Infrastructure Trust Indenture and the COIT Pledge Ordinance, respectively. During the period of this
offering, copies of the entire Public Infrastructure Lease,the Public Infrastructure TrustIndenture and the
COIT Pledge Ordinance are available without charge from H.J. Umbaugh & Associates, Certified Public
Accountants, LLP, 8365 Keystone Crossing, Suite 300, P. O. Box 40458, Indianapolis, Indiana.
E-1Key Definitions related to Qualified Obligation 14
E-2Summary of Certain Provisions of the Public Infrastructure Lease
E-3Summary of Certain Provisions of the Public Infrastructure Trust Indenture
E-4Summary of Certain Provisions of the COIT Pledge Ordinance
APPENDIX E-1
KEY DEFINITIONS RELATED TO QUALIFIED OBLIGATION14
Unlessotherwise defined in this Appendix orthe context clearly indicates otherwise, the
following are definitions of certain key terms used in this Appendix.When used in this Appendix, such
key termsrefer to Qualified Obligation 14(as defined herein), which terms may also be used in the Public
Infrastructure Lease, the Public Infrastructure Trust Indenture and/or the COIT Pledge Ordinance. Any
capitalized terms used in this Appendix and not otherwise defined herein will have the meanings set forth
in the Public Infrastructure Lease, the Public Infrastructure TrustIndenture and/or the COIT Pledge
Ordinance.Capitalized terms used elsewhere in the Official Statement, including other appendices
hereto, shall have the meanings ascribed thereto, which meanings may be different than the definitionsof
such capitalized terms used in this Appendix.
“Additional Bonds” means Bonds issued pursuant to the terms of the Public Infrastructure Trust
Indenture.
“Authority”or “Carmel Redevelopment Authority”means the City of Carmel Redevelopment
Authority, a separate body corporate and politic organized and existing under Indiana Code 36-7-14.5, as
an instrumentality of the City.
“Authorized Representative” means any officer of the Authority, any officer of the Commission,
the Mayor of the City, the fiscal officer of the City, the City engineer or such other officer of the
Authority, the Commission or the City or such other individual as the Authority, the Commission or the
City shall notify the Trustee in writing as being an Authorized Representative under the Indenture, with
evidence of such authority.
“Bond” or “Bonds” shall (unless the context shall otherwise require) mean any Bond or Bonds, or
all the Bonds, including Qualified Obligation 14and any Additional Bonds as the case may be,
authenticated, delivered and Outstanding under theIndenture.
“Bond Bank” shall mean The City of Carmel Local Public Improvement Bond Bank, a body
corporate and politic and an independent instrumentality, separate from the City in its corporate capacity
and not an agency of the City, established pursuant to Indiana Code 5-1.4, as amended, for the purpose of
exercising essential public functions.
“Bond Bank Bonds” means The City of Carmel Local Public Improvement Bond Bank
Multipurpose Bonds, Series 2016, dated May 5, 2016, issued in the original aggregate principal amount of
$214,455,000.
“Bond Bank Indenture” means the Trust Indenture, dated as of May 1, 2016, by and between the
Bond Bank and Bond Bank Trustee, authorizing and securing the Bond Bank Bonds.
“Bond Bank Trustee” means The Huntington National Bank, as trustee for the Bond Bank Bonds
pursuant to the terms of the Bond Bank Indenture.
“Business Day” means a day other than Saturday, Sunday, or day on which banking institutions
in the city in which the principal corporate trust office of the Trustee is located are required or authorized
by law to close or on which The New York Stock Exchange is closed.
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“City” means City of Carmel, Indiana, a municipal corporation under the laws of the State of
Indiana.
“Code” means the Internal Revenue Code of 1986, as amended and in effect on the date of
issuance of any Series of Bonds and the applicable judicial decisions and published rulings or any
applicable regulations promulgated or proposed thereunder or under the Internal Revenue Code of 1954,
as in effect immediately prior to the enactment of the Tax Reform Act of 1986.
“Commission” means the City of Carmel Redevelopment Commission, established under Indiana
Code 36-7-14,governing body of the District.
“COIT Pledge Ordinance” means, collectively, Ordinance No. D-1302-97, adopted by the
Common Council of the City, on July 7, 1997, and Ordinance No. D-2283-16 adopted by the Common
Council of the City on March 21, 2016, pursuant to which the Common Council of the City pledged a
portion of its monthly certified distribution of COIT Revenues to the Commission for the payment of
rentals under the Public Infrastructure Lease.
“COIT Revenues” means the City’s distribute share of the county option income tax revenues
imposed on the adjusted gross income of taxpayers in Hamilton County, Indiana, received by the City
pursuant to Indiana Code 6-3.5-6, as amended.
“Construction Account” shall mean the Construction Account of the Project Fund established
under the Indenture.
“Council Resolution” shall mean Resolution CC-01-04-16-02, As Amended, adopted by the
Common Council of the City on January 18, 2016, approving the Public Infrastructure Lease and the
issuance of Qualified Obligation 14.
“District” means the City of Carmel Redevelopment District.
“Government Obligations” means(i) direct obligations of the United States of America or
obligations the payment of the principal of and interest on which are unconditionally guaranteed by the
United States of America, including, but not limited to, securities evidencing ownership interests in such
obligations or in specified portions thereof (which may consist of specific portions of the principal of or
interest on such obligations) and (ii) obligations of any state of the United States of America or any
political subdivision thereof, the full payment of principal of, premium, if any, and interest on which (a)
are unconditionally guaranteed or insured by the United States of America, or (b) are provided for by an
irrevocable deposit of securities described in clause (a) and are not subject to call or redemption by the
issuer thereof prior to maturity or for which irrevocable instructions to redeem have been given.
“Indenture” or “Public Infrastructure Trust Indenture ” means the Trust Indenture, dated as of
May 1, 2016, by and between the Authority and the Trustee, authorizing and securing Qualified
Obligation 14.
“Interest Payment Date” means January 15 and July 15 of each year, commencing on January 15,
2017,with respect to Qualified Obligation 14.
“Lease” or “Public Infrastructure Lease” means the Lease Agreement, dated as of January 20,
2016, as amended by the Addendumto Lease Agreement, dated as of May 1, 2016, each by and between
the Authority, as lessor, and the Commission, as lessee, as the same may be further amended from time to
time hereafter.
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“Lease Amendment Agreement(2016A)” shall mean the Agreement RegardingAmendments to
Leased Premises (2016A), dated as of May 1, 2016, amongthe City, the Authority and the Commission.
“Leased Premise” or “Public Infrastructure Leased Premises” means the premises subject to the
Public Infrastructure Lease.
“Lessee” shall mean the Commission, or any successor or assign, as lessee under the Lease.
“Operation Fund” means the Operation Fund created and established pursuant to the Public
Infrastructure TrustIndenture.
“Paying Agent” initially meansThe Huntington National Bank, in Indianapolis, Indiana, a
national banking association organized and existing under the laws of the United States of America, or
any successor thereto.
“Project Fund” meansthe Project Fund created and established by the Indenture.
“Public Infrastructure Lease” or “Lease” means the Lease Agreement, dated as of January 20,
2016, as amended by the Addendum to Lease Agreement, dated as of May 5, 2016, each by and between
the Authority, as lessor, and the Commission, as lessee, as the same may be further amended from time to
time hereafter.
“Public Infrastructure Leased Premise” or “Leased Premises” means the premises subject to the
Public Infrastructure Lease.
“Public Infrastructure Lease Rentals” or “the Lease Rentals” means the lease rental payments
payable by the Commission under the Public Infrastructure Lease.
“Public Infrastructure Projects” or “the Projects” means the design, construction, renovation,
improvement and/or equipping of the projects identified on Exhibit A to the Council Resolution, and all
costs or expenses incurred in connection therewith. In general, the Public Infrastructure Projects consist
of the design, inspection, construction, renovation, replacement, improvement and/or equipping of certain
public infrastructure projects in the City, including related sidewalk, drainage, lighting, utilities,
streetscaping and/or landscaping, the acquisition of any land or right-of-way and all utility relocation,
acquisition, design, inspection, construction, demolition, renovation, remediation, improvement,
excavation, site work preparation and/or equipping. Such public infrastructure projects will specifically
include landscaping and streetscape improvements within existing roundabouts throughout the City;
resurfacing and multi-use path construction to satisfy requirements of the Southwest Clay annexation;
construction of the 96th Street and Keystone Parkway interchange; roundabouts at 116th Street and Gray
Road, at 116th Street and Hazel Dell Parkway, at Carmel Drive and Rangeline Road, at 96th Street and
Priority Way, at Carmel Drive and Old Meridian Street, at Gray Road and 126th Street, at Gray Road and
Main Street, at Gray Road and 136th Street, at AAA Way and 116th Street, at AAA Way and Carmel
Drive, at Rangeline Road and 4th Street, at 116th Street and College Avenue, at 116th Street and Guilford
Road, at Rangeline Road and City Center Drive, at Pennsylvania Street and Carmel Drive, at Towne Road
and 116th Street, at 96th Street and Randall Drive; the reconstruction of Guilford Road from City Center
Drive to Main Street, of Rangeline Road from 136th Street to US 31, of 126th Street from Hazel Dell
Parkway to River Road and of 126th Street from Rangeline Road to Keystone Parkway; the construction
of the Rangeline Road extension to Lowes Way connector; the construction of Rangeline Road
streetscape with on-street parking; the reconstruction of 96th Street and Keystone Parkway adjacent
roadway; the widening of Hazel Dell Parkway from Cherry Creek Boulevard to 146th Street; and the
construction of the 126th Street multi-use path from Keystone Parkway to Hazel Dell Parkway. Some of
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projects being funded by Qualified Obligation 14are federally funded and will only require development
costs and the local match associated with construction to bepaid by the City.
“Public Infrastructure Trust Indenture” or “the Indenture” means the Trust Indenture, dated as of
May 1, 2016, by and between the Authority and the Trustee, authorizing and securing the Qualified
Obligation 14.
“Qualified Investments” meansthose investments in: (i) Governmental Obligations; (ii) other
investments permitted by Indiana Code 5-13, as amended from time to time; (iii) money market funds
(including any money market fund for which the Trustee or any affiliate of the Trustee provides services
for a fee) the assets of which are obligations or, or guaranteed by, the United States of America and which
funds are rated at the time of purchase “Aaa” or “Am-G” (or their equivalent) or higher by S&P; (iv)
deposits constituting an obligation of a bank, as defined by the Indiana Banking Act, Indiana Code 28-2,
as amended (including deposits offered by the Trustee and its affiliates), whose outstanding unsecured
long-term issuer is rated at the time of deposit in any of the three highest Rating Categories by any Rating
Agency, and (v) U.S. Dollar denominated deposit accounts, federal funds and banker's acceptances with
domestic banks whose short term certificates of deposit are rated on the date of the purchase in any of the
three highest rating categories by any rating agency and maturing no more than 360 days after the date of
the purchase.
“Qualified Obligation 14”means the Authority’s Lease Rental Bonds, Series 2016A (Public
Infrastructure Projects), issued in the aggregate principalamount of $139,872,000pursuant to the Public
Infrastructure Trust Indenture.Qualified Obligation 14 is also referred to as the “2016A Bonds” under
the terms of the Public Infrastructure Trust Indenture.
“Rebate Fund” means the Rebate Fund created and established pursuant to the Public
Infrastructure TrustIndenture.
“Redemption Price” means, with respect to the Bonds outstanding under the Public Infrastructure
Trust Indenture, the price at which the Bonds are redeemable as set forth in accordance with the terms of
the Public Infrastructure TrustIndenture or any indenture supplemental thereto.
“Registered Owner” or “Registered Owners” or “Bondholder” or “holder of Bonds” or “owner of
Bonds” or any similar term means the registered owner of any Bond,including the Bond Bank, and any
purchaser of Bonds being held for resale, including the Bond Bank.Initially, Qualified Obligation 14will
be registered in the name of the Bond Bank as registered owner thereof.
“Registrar” means The Huntington National Bank and its successors and assigns.
“Series of Bonds” or “Bonds of a Series” or “Series” or words of similar meaning means any
Series of Bonds authorized by theIndenture or by a Supplemental Indenture.
“Sinking Fund” means the Sinking Fund created and established pursuant to thePublic
Infrastructure TrustIndenture.
“Supplemental Indenture” means an indenture supplemental to or amendatory of theIndenture,
executed by the Authority and the Trustee in accordance with terms of the Indenture.
“Trust Estate” has the meaning set forth in the preambles and granting clauses of the Public
Infrastructure Trust Indenture, consisting of (i) all proceeds of all Bonds issued under the Public
Infrastructure Trust Indentureand other cash and securities now or hereafter held in the funds and
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accounts (except the Rebate Fund) created and established thereunder and the investment earnings
thereon and all proceeds thereof; (ii) all rights, titles and interests of the Authority under the Public
Infrastructure Lease; and (iii) all other properties and moneys hereafter pledged to the Trustee by the
Authority to the extent of that pledge.
“Trustee” means The Huntington National Bank, as trustee under the Public Infrastructure Trust
Indenture, and its successor or successors in trust.
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APPENDIX E-2
SUMMARY OF CERTAIN PROVISIONS OF THE PUBLIC INFRASTRUCTURE LEASE
LEASE TERM AND RENTAL
Under the Public Infrastructure Lease,the Authority leases to the Commission an interest in
certain real estate and certain road improvements which have been constructed thereon (collectively, the
“Public Infrastructure Leased Premises”). Under the Public Infrastructure Lease,the Commission agrees
to pay the Authority annual lease rental in amounts sufficient to pay the principal ofand interest on the
Bonds, together with administrative expenses related to the Bonds.
At any time during the term of the Public Infrastructure Lease,the Public Infrastructure Leased
Premisesmay be amended to add additional property to the Public Infrastructure Leased Premisesor
remove any portion of the Public Infrastructure Leased Premises;provided, however, following such
amendment, the rental payable under the Public Infrastructure Leaseshall be based on the value of the
portion of the Public Infrastructure Leased Premiseswhich is available for use, and the rental payments
due under the Public Infrastructure Leaseshall be in amounts sufficient to pay when due all principal of
and interest on all outstanding Bonds, together with administrative expenses related to the Bonds.
The term of the Public Infrastructure Leasewill commence on the date on which the Commission
begins to make lease rental payments thereunder and will end on the day priorto a date not more than
twenty (20) years thereafter. However, the term of the Public Infrastructure Leasewill terminate at the
earlier of (a) the exercise by the Commission of the option to purchase the Public Infrastructure Leased
Premises, as described below, or (b) the payment or defeasance of all bondsissued (i) to finance the cost
of the Public Infrastructure Leased Premises, (ii) to refund all or a portion of such bonds, (iii) to refund all
or a portion of such refunding bonds, or (iv) to improve the Public Infrastructure Leased Premises;
provided that no bonds or other obligations of the Lessor issued to finance the Public Infrastructure
Leased Premises remain outstanding at the time of such payment or defeasance. The Commission may
renew the Public Infrastructure Leasefor a further like, or lesser, term upon the same or like conditions as
established in the Public Infrastructure Lease. The Commission must exercise this option by written
notice sent to the Authority and to the other parties to the Maintenance and Use Agreements (as
hereinafter defined) (at the addresses set forth in the respective Maintenance and Use Agreements) on any
rental payment date prior to expiration of the Public Infrastructure Lease.
The first lease rental payment for the Public Infrastructure Leased Premisesis due on the later of
(i) the date the Real Estate is acquired by the Authority, or (ii) a date to be determined at the time of the
sale of Qualified Obligation 14, but no earlier than July 1, 2016, as set forth in the addendum to lease be
endorsed on the Public Infrastructure Leaseby the parties thereto at the time of issuance of Qualified
Obligation 14. Thereafter, rentals on the Public Infrastructure Leased Premisesare payable in advance in
semi-annual installments on January 1and July 1of each year during theterm of the Public Infrastructure
Lease. Rentals under the Public Infrastructure Leaseare to be paid by the Commission directly to the
Trustee.
The Public Infrastructure Leasealso provides that the Commission will pay as further rental for
the Public Infrastructure Leased Premises(i) all taxes and assessments levied against or on account of the
Public Infrastructure Leased Premises,and(ii) to the extent applicable to any series of Bonds, the amount
required to be rebated, or paid as a penalty, to the United States of America under Section 148(f) of the
Internal Revenue Code of 1986, as amended and in effect on the date of issue of the Bonds (“Code”),
after taking into account other available moneys, to prevent any series of Bonds from becoming arbitrage
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obligations under Section 148 of the Code, if the interest of such series of Bonds is excludable from gross
income under the Code for federal income tax purposes.
The Commission’s lease rental payments under the Public Infrastructure Leaseare payable solely
from (a) the COIT Revenues and (b) to the extent such revenues are insufficient, from a back-up pledge
of the revenues derived by the Commission from the levy of a special benefits tax on all taxable property
within the geographical boundaries ofthe City of Carmel Redevelopment District (the “District”)
pursuant to Indiana Code 36-7-14-27(the “Special Tax Revenues”); provided, however, the Commission
has reserved the right to pay the lease rental payments or any other amounts due under the Public
Infrastructure Leasefrom any other revenues legally available to the Commission.
ABATEMENT OF RENT
The Lease provides that, in the event the Public Infrastructure Leased Premisesis taken under the
exercise of the power of eminent domain, so as to render it unfit, in whole or in part, for use or occupancy
by the Commission, it will then be the obligation the Authority to restore and rebuild that portion of the
Public Infrastructure Leased Premisesas promptly as may be done, unavoidable strikes and other causes
beyond the control of the Authority excepted; provided, however, that the Authority will not be obligated
to expend on such restoration or rebuilding more than the amount of the condemnation proceeds received
by the Authority.
If any part of the Public Infrastructure Leased Premisesis partially or totally destroyed, or is
taken under the exercise of the power of eminent domain, so as to render it unfit, in whole or part, for use
or occupancy by the Commission, the rent will be abated for the period during which the Public
Infrastructure Leased Premisesor such part thereof is unfit or unavailable for use or occupancy, and the
abatement will be in proportion to the percentage of the Public Infrastructure Leased Premiseswhich is
unfit or unavailable for use or occupancy.
At any time during the term of the Public Infrastructure Lease,the Public Infrastructure Leased
Premisesmay be amended to add additional property to the Public Infrastructure Leased Premisesor
remove any portion of the Public Infrastructure Leased Premises;provided, however, following such
amendment, the rental payable under the Public Infrastructure Leaseshall be based on the value of the
portion of the Public Infrastructure Leased Premiseswhich is available for use, and the rental payments
due under the Public Infrastructure Leaseshall be in amounts sufficient to pay when due all principal of
and interest on all outstanding Bonds.
MAINTENANCE, ALTERATION, AND REPAIR
The Commission is responsible for operation, maintenance and repair of the Public Infrastructure
Leased Premises; provided, however, the Commission may enter into agreements with one or more other
parties for the operation, maintenance, repair and alterations of all or any portion of the Public
Infrastructure Leased Premises(the “Maintenance and Use Agreements”). Such other parties may assume
all responsibility for operation, maintenance, repairs and alterations to the Public Infrastructure Leased
Premises. At the end of the term of the Public Infrastructure Leasethe Commission shall deliver the
Public Infrastructure Leased Premisesto the Authority in as good condition as at the beginning of the
term, reasonable wear and tear only excepted.
INSURANCE
During the full term of the Public Infrastructure Leasethe Commission will, at its own expense,
maintain combined bodily injury insurance, including accidental death, and property damage insurance
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with respect to the Public Infrastructure Leased Premisesin an amount not less than One Million Dollars
($1,000,000) on account of each occurrence with one or more good and responsible insurance companies.
Such policies must be for the benefit of persons having an insurable interest in the property and must be
made payable to the Authority, the Commission, and the Trustee, and such other person or persons as the
Authority may designate. If, at any time, the Commission fails to maintain the above described insurance,
the Authority may, but is not required to, obtain such insurance and the amount paid therefor will be
added to the amount of rental payable by the Commission under the Public Infrastructure Lease. Another
party may obtain such insurance policies and satisfy the requirements of the Public Infrastructure Leaseas
long as the Commission, the Authority and the Trustee are named as additional insureds under such
policies.
At any time during the term of the Public Infrastructure Leasethe Public Infrastructure Leased
Premisesmay be amended to add additional property to the Public Infrastructure Leased Premisesor
remove any portion of the Public Infrastructure Leased Premises;provided, however, following such
amendment, the rental payable under the Public Infrastructure Leaseshall be based on the value of the
portion of the Public Infrastructure LeasedPremiseswhich is available for use, and the rental payments
due under the Public Infrastructure Leaseshall be in amounts sufficient to pay when due all principal of
and interest on all outstanding Bonds.
EMINENT DOMAIN
If title to or the temporary useof the Public Infrastructure Leased Premises, or any part thereof,
should be taken under the exercise or the power of eminent domain by any governmental body or by any
person, firm or corporation acting under governmental authority, any net proceeds received from any
award made in such eminent domain proceedings will be paid to and held by the Trustee under the
Indenture. Within ninety (90) days from the date of entry of a final order in any eminent domain
proceedings granting condemnation, the Commissionshall direct the Authority and Trustee in writing that
such proceeds shall be applied either to (i) restore the Public Infrastructure Leased Premisesto
substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (ii)
acquire, by construction or otherwise, other improvements suitable for the Commission’soperations on
the Public Infrastructure Leased Premisesand which are in furtherance of the purposes of the Act (the
improvements shall be deemed a part of the Public Infrastructure Leased Premisesand available for use
and occupancy by the Lessee without the payment of any rent other than as herein provided, to the same
extent as if such other improvements were specifically described herein and demised hereby). Any
balance of the net proceeds of the award in such eminent domain proceedings not required to be applied
for the purposes specified in subsections (i) or (ii) above shall be deposited in the sinking fund held by the
Trustee under the Indenture and applied to the repayment of the series of Bonds secured by such Lease.
TAX COVENANTS
In order to preserve the exclusion of interest any series of Bonds from gross income for federal
income tax purposes (other than Bonds issued under the Indenture the intereston which is not excludable
for federal income tax purposes)(the “Tax-Exempt Bonds”) and as an inducement to purchasers of the
Tax-Exempt Bonds, the Commission and the Authority have each covenanted and agreed that neither the
Commission nor the Authority will take any action or fail to take any action with respect to the Tax-
Exempt Bonds that would result in the loss of the exclusion from gross income for federal income tax
purposes of interest on the Tax-Exempt Bonds pursuant to Section 103 of the Code and the regulations
thereunder as applicable to the Tax-Exempt Bonds, including, without limitation, the taking of such
action as is necessary to rebate or cause to be rebated arbitrage profits on Tax-Exempt Bond proceeds, or
other monies treated as Tax-Exempt Bond proceeds, to the federal government as provided in Section 148
of the Code.
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DEFAULTS
The Lease provides that, if the Commission defaults (a) in the payment of rentals or other sums
payable to the Authority under the Public Infrastructure Leaseor(b) in the observance of any other
covenant, agreement or condition thereof, and such default shall continue for ninety (90) days after
written notice to correct the same, then, in any or either of such events, the Authority may proceed to
protect and enforce its rights by suit or suits in equity or at law in any court of competent jurisdiction,
whether for specific performance of any covenant or agreement contained therein or for the enforcement
of any other appropriate legal or equitable remedy, or the Authority, at its option, without further notice,
may terminate the estate and interest of the Commission thereunder, and the Authority may resume
possession of the Public Infrastructure Leased Premisessubject thereto. The exercise by the Authority of
itsright to terminate such Lease will not release the Commission from the performance of any obligation
thereof maturing prior to the Authority’s actual entry into possession.
OPTION TO RENEW
The Authorityhas granted the Commission the right and option torenew the Public Infrastructure
Leasefor a further like or lesser term upon the same or like conditions astherein contained, and
applicable to the portion of the premises for which the renewal applies, and the Commission may exercise
suchoption by written notice to the Authority, and to the other parties to any Maintenance and Use
Agreements at the addresses set forth in the respective Maintenance and Use Agreements (if any), given
upon any rental payment date prior to the expiration of the Public Infrastructure Lease.
OPTION TO PURCHASE
The Commission has the right and option, under the Public Infrastructure Leaseto purchase the
Public Infrastructure Leased Premises, or any portion thereof, on any date upon 60 days’ written notice to
the Authority, at a price which is equal to the amount required to enable the Authority to pay all
indebtedness incurred on account of the Public Infrastructure Leased Premises, or such portion thereof
(including indebtedness incurred for the refunding of that indebtedness), including accrued and unpaid
interest to the first date on which bonds may be redeemed and all premiums, if any, payable upon the
redemption thereof. In no event, however, shall such purchase price exceed the capital actually invested
by the Authorityrepresented by outstanding securities or existing indebtedness, plus the cost of
transferring property.
TRANSFER OF OWNERSHIP
The Lease provides that, in the event the Commission has not exercised its option to purchase the
Public Infrastructure LeasedPremisesand has not exercised its option to renew the Public Infrastructure
Leaseas described above, then, upon full performance by the Commission of its obligations under the
Public Infrastructure Leasethe Public Infrastructure Leased Premiseswill become the absolute property
of the Commission, and the Authority will execute the proper instruments conveying to the Commission,
or to any entity (including the City and any other party to the Maintenance and Use Agreements)
designated by the Commission, all of the Authority’s right, title and interest to the Public Infrastructure
Leased Premises, or such portion thereof.
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APPENDIX E-3
SUMMARY OF CERTAIN PROVISIONS OF THE PUBLIC INFRASTRUCTURE
TRUST INDENTURE
REVENUES, FUNDS AND ACCOUNTS
Creation of Funds and Accounts
The Authority creates and establishes the following Funds and Accounts to be held by the Trustee
under the Indenture:
(i)Project Fund, consisting of a Construction Account;
(ii)Sinking Fund;
(iii)Operation Fund; and
(iv)Rebate Fund.
Deposit of Net Proceeds of Bonds, Revenues and Other Receipts.
With regard to the proceeds from the sale of Qualified Obligation 14, the Authority shall be
deemed to have received an aggregate amount equal to $169,364,895.69(which amount represents the par
amount of Qualified Obligation 14(i.e., $139,872,000.00), plus a portion of the net original issue
premium with respect to the Bond Bank Bonds that is allocable to Qualified Obligation 14(i.e.,
$29,492,895.69)). From the proceeds of the sale of Qualified Obligation 14,the Authority agrees that:
(i)$1,403,818.95of such amount shall be deemed to have been received by the Authority
and used for the purpose of paying the costs of issuance for Qualified Obligation 14;
provided, however, the Authority agrees that such funds will be retained by the Bond
Bank and used by the Bond Bank for the purpose of paying all or a portion of the costs of
issuance of the Bond Bank Bonds allocable to Qualified Obligation 14(including a
portion of the underwriters’ discount with respect to theBond Bank Bonds in the amount
of $559,488.00);
(ii)$7,961,076.74of such amount shall be deemed to have been received by the Authority
and credited to the Sinking Fund for the purpose of paying interest on Qualified
Obligation 14through July 15, 2017;provided, however, the Authority agrees that such
funds will be retained by the Bond Bank and deposited into the General Account created
and established under the Bond Bank Indenture, which the Bond Bank will use to pay a
portion of the interest to become due on the Bond Bank Bonds through July 15, 2017;
and
(iii)$160,000,000.00of such amount, which represents the remainder thereof, shall be
deposited in the Construction Account of the Project Fund.
The Trustee will deposit the net proceeds of any subsequent Series of Bonds as provided in the
Supplemental Indenture for that Series of Bonds.
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OPERATION OF FUNDS AND ACCOUNTS
ConstructionAccount.On the date of delivery of Qualified Obligation 14, moneys in the
Construction Account shall be deemed to have been transferred to and received by the City as payment in
full of the Purchase Price for the Public Infrastructure Leased Premises; provided, however, the City has
directed the Authority and the Trustee to retain the purchase price for the Public Infrastructure Leased
Premisesin the Construction Account and to hold such amounts therein, for and on behalf of the City,
pending disbursement therefrom in accordance with the Indenture as requested from time to time by an
Authorized Representative of the City. Upon receipt of one or more written requisitions from an
Authorized Representative of the City, the Trustee shall disburse funds held in the Construction Account
to the City or its designee for the purpose of paying the costs of acquisition and construction of the Public
Infrastructure Projects, including, but not limited to, the following items:
(1)Obligations incurred for labor and to contractors, builders and materialmen in
connection with the Public Infrastructure Projects;
(2)The payment of the purchase price and the cost of acquiring any real estate and other
property subject to the Public Infrastructure Lease;
(3)Interest accruing on the Bonds during the period of construction to the extent that funds
in the Sinking Fund are insufficient;
(4)The cost of equipment, if any, for the Public Infrastructure Projects;
(5)The cost of all indemnity and surety bonds required by theIndenture, the fees and
expenses of the Trustee, the Registrar, and any Paying Agent during construction, and premiums on
insurance during construction;
(6)Expenses and fees of architects, engineers and construction managers;
(7)Any costs and expenses incurred in connection with the issuance and sale of the Bonds,
including, without limitation, attorneys’ fees and expenses, printing costs, recording and filing fees, and
costs of any municipal bond insurance;
(8)All other incidental costs incurred in connection with the cost of the Public Infrastructure
Projects; and
(9)Any amount required to be deposited in the Rebate Fund during the period of acquisition
and construction.
All payments from the Construction Account shall be made by the Trustee upon presentation of
an architect’s or engineer’s certificates of work completed and materials furnished, approved in writing
by an AuthorizedRepresentative of the City, or in the case of any items not subject to certification by the
architect or engineer, then upon the presentation of an affidavit executed by an Authorized Representative
of the City, stating the character of the expenditure, the amount thereof, and to whom due, together with
the statement of the creditor as to the amount owing and the creditor’s taxpayer identification number (if
not a corporation).
The Trustee willcause to be kept and maintained adequate records pertainingto the Construction
Account and all disbursements therefrom. If requested by an Authorized Representative of the City, the
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Trustee shall file copies of the records pertaining to the Construction Account and all disbursements from
such fund with the Authority.
In making disbursements from the Construction Account, the Trustee may rely upon such
invoices or other appropriate documentation supporting the payments or reimbursements without further
investigation. The Trustee shall have no responsibility to see that the Construction Account is properly
applied, except as specifically provided herein.
Sinking Fund.Pursuant to the Indenture and the terms of the purchase agreement between the
Authority and the Bond Bank, interest to become due on Qualified Obligation 14through and including
July 15, 2017, in an amount equal to $7,961,076.74, has been prepaid by the Authority to the Bond Bank
and such amount shall be credited to the Sinking Fund.The Trustee will deposit into the Sinking Fund
from each rentalpayment received by the Trustee pursuant to the Public Infrastructure Leasean amount
equal to the lesser of the following: (i) all of such rental payment; or (ii) an amount which equals the sum
of the principal and interest on the Bonds due on, before orwithin twenty (20) days after the date such
rental payment becomes due. Any amounts contained in the Sinking Fund on a Lease rental payment date
shall be credited against the rental amount then due from the Commission under the Public Infrastructure
Lease. Any portion of a rental payment remaining after such deposit will be deposited by the Trustee in
the Operation Fund created under the Indenture. The Trustee will from time to time withdraw from the
Sinking Fund and will deposit in a special trust fundand make available to itself, as Trustee, or to any
Paying Agent, sufficient moneys for paying the principal of the Bonds at maturity or upon mandatory
sinking fund redemption, and to pay the interest on the Bonds as the same falls due. Investment earnings,
if any, in the Sinking Fund may be deposited in the Rebate Fund at the written direction of the Authority.
Operation Fund. The Operation Fund will be used only to pay necessary and incidental
expenses of the Authority (e.g. Trustee’s fees, required audits, attorney’s fees, appraisals, meetings,
reports and deposits into the Rebate Fund), the payment of any rebate to the United States government,
the payment of principal of and interest on the Bonds upon redemption or the purchase price of Bonds
purchased, and if the amount in the Sinking Fund at any time is less than the required amount, the Trustee
will transfer funds from the Operation Fund to the Sinking Fund in an amount sufficient to raise the
amount in the Sinking Fund to the required amount. Incidental expenses will be paid by the Trustee upon
the presentation of an affidavit executed by any two Authorized Representatives of the Authority stating
the character of the expenditure, the amount thereof and to whom due, together with the statement of the
creditor as to the amount owing, except for the payment of Trustee’s fees which require no affidavit from
the Authority.
Notwithstanding anything in the Indenture to the contrary, upon receipt by the Trustee of a
Request for Release of Funds (as defined below), the Trustee will as soon thereafter as practical release to
the Authority funds in the Operation Fund in accordance with such Request. For these purposes, a
“Request for Release of Funds” means a written request made by the Authority which (i)is signed by two
Authorized Representatives of the Authority, (ii) sets forth the amount requested to be released from the
Operation Fund to the Authority, and (iii) includes a statement, accompanied by supporting schedules
prepared by an accountant or firm of accountants which verify the statement, that the balance to be held in
the Operation Fund immediately after such amount is released to the Authority are expected to be
sufficient to meet the known and anticipated payments and transfers to be satisfied from the Operation
Fund in the succeeding eighteen (18) months. The supporting schedules must identify with particularity
the anticipated sources and applications of funds. The statement and supporting schedules required by
clause (iii) above must not include anticipated investment earnings based on assumptions about
reinvestment rates, but may include known investment earnings scheduled to be received on then current
investments, and must include any known or anticipated gain or loss from the disposition of investments.
Notwithstanding the foregoing provisions of this paragraph, the Trustee will not so release funds from the
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Operation Fund to the Authority during any time that there exists an uncured or unwaived event of default
under the Indenture, oran event which with notice or lapse of time or both would become such an event
of default, or if the Trustee determines that the information set forth in the Request for Release of Funds
(including the supporting schedules) is not reasonably consistent with the books and records of the
Trustee or is otherwise not accurate or appropriate.
Rebate Fund. If, in order to maintain the exclusion of interest on any series of Bonds from gross
income for federal income tax purposes (other than Bonds issued under the Indenture the interest on
which is not excludable for federal income tax purposes), the Authority is required to rebate portions of
investment earnings to the United States government the Authority will compute the amount required to
be so rebated. At the written direction of the Authority, the Trustee will deposit such amount annually
into the Rebate Fund from the Operation Fund, or investment earnings on the Sinking Fund. The Trustee
will pay required rebates from the Rebate Fund as directed in writing by the Authority.
Investment of Funds. All funds will be invested by the Trustee in any oneor more Qualified
Investments (as defined in this appendix to the Official Statement). All funds will be invested by the
Trustee as directed by the Authority inwriting in such Qualified Investments, and the Trustee will
allocate and deposit interest earnings to the fund or account to which the earnings are allocable, except as
otherwise provided in the Indenture. Fundsinvested for the Sinking Fund and the Rebate Fund will
mature prior to the time the funds invested will be needed for payment of principal of and interest on the
Bonds or rebate to the United States government. The Trustee is authorized to sell any securities so
acquired from time to time in order to make required payments from a particular fund or account. The
Trustee will not be liable for any losses occurring as a result of any such sale.
Redemption of Bonds. Whenever the amounts contained in the Sinking Fund and Operation
Fund are sufficient, together with any other funds deposited with the Trustee by the Authority (other than
amounts deposited into the Rebate Fund), to redeem, upon the next redemption date, all Bonds then
outstanding, the Trustee will,, upon written direction of the Authority,apply the amounts in such funds to
the redemption of the Bonds pursuant to the terms and conditions of the Indenture.
Purchase of Bonds. At the request of the Authority, the Trustee may remove funds from the
Operation Fund to be used for the redemption of Bonds, or for the purchase of Bonds.
REDEMPTION OF BONDS
The Authority has the right, at its option, to redeem, according to the procedures providedunder
the Indenture,the bonds of Qualified Obligation 14maturing on or after January 15, 2027, in whole or in
part, in any order of maturity or maturities selected by the Authority and by lot within any maturity, on
any date not earlier than July 15, 2026, at face value, plus interest accrued to the date fixed for redemption
and without premium.
ADDITIONAL BONDS
Additional Bonds (as defined in this appendix of the Official Statement) may be issued under and
secured by the Indenture on a parity with the Bonds and any other bonds then outstanding only for the
purpose of refunding any of the Bonds then outstanding under the Indenture. The principal of and interest
on any Additional Bonds shall be payable on January 15and July 15of each year, beginning on the date
specified in the Supplemental Indenture authorizing the same.
Upon the execution and delivery of an appropriate supplement to the Indenture, the Authority will
execute and deliver to the Trustee and the Trustee will authenticate such Additional Bonds and deliver
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them as may be directed by the Authority. Prior to the delivery of any Additional Bonds, there must be
filed with the Trustee:
(1)a copy, certified by the Secretary-Treasurer after Authority, of an amendment to the
Public Infrastructure Lease, which requires the Commission to pay to the Authority fixed
annual rentals in an amount sufficient to pay the principal of and interest on such
Additional Bonds;
(2)an executed counterpart of such supplemental indenture, adding to the Trust Estate all
rights, titles and interests of the Authority under such amendment to the Public
Infrastructure Lease;
(3)a report or a certificate prepared by an independent certified public account or an
independent financial advisor selected by the Authority supported by appropriate
calculations, stating that the Additional Bonds can be amortized, along with any other
Bondsthat are then outstanding under the Indenture, from lease rental payments pursuant
to the Public Infrastructure Lease,asso amended;
(4)a copy, certified by the secretary-treasurer of the Authority, of the resolution, adopted by
the Board of Directors ofthe Authority, authorizing the execution and delivery of such
supplemental indenture and such Additional Bonds;
(5)a request and authorization to the Trustee by an officer of the Authority to authenticate
and deliver such Additional Bonds to the purchasers therein identified upon payment to
the Trustee of the purchase price thereof plus accrued interest thereon to the date of
delivery, as specified in such request and authorization;
(6)An ordinance of the Common Council of the City pledging the COIT Revenues tothe
Public Infrastructure Lease, as so amended, which lease rentals will be used to amortize
such Additional Bonds; and
(7)an opinion of recognized bond counsel to the effect that the issuance and sale of such
Additional Bonds will not result in interest on any Outstanding Bonds, the interest on
which is excludable for federal income tax purposes,becoming includable in the gross
income of the owners thereof for federal income tax purposes.
COVENANTS OF AUTHORITY
In the Indenture, the Authority makes certain covenants to the Trustee for the benefit of
Registered Owners of the Bonds, including the following.
Observance of Provisions Contained in and Payment of Bonds. The Authority covenants and
agrees that it will faithfully observe any and all covenants, undertakings, stipulations and provisions
contained in the Indenture and each and every Bond, and will duly and punctually pay or cause to be paid
the principal of said Bonds and the interest thereon, at the times and places, and in the manner, mentioned
in the Bonds; provided however, that the obligations of the Authority under the Indenture and the Bonds
are special and limited obligations of the Authority, payable solely from and secured exclusively by the
Trust Estate.
Payment of Taxes on Leased Premises;Payment of Taxes by Trustee. The Authority
covenants that by the Public Infrastructure Leaseit has required the Commission to pay the amount of all
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taxes and assessments levied against the Public Infrastructure Leased Premisesor the receipt of rental
payments under the Public Infrastructure Lease. If the Commission should at any time fail to pay any tax,
assessment or other charge for which it is responsible under the Public Infrastructure Leasethe Trustee
may, without obligation to inquire into the validity thereof, pay such tax, assessment, or other charge, but
without prejudice to the rights of the Trustee arising under the Indenture in consequence of such default,
and the amount of every payment so made at any time by the Trustee, with interest thereon at the highest
rate of interest of any of the Bonds when sold, whether or not then outstanding, from the date of payment,
will constitute an additional indebtedness of the Authority secured by the lien of the Indenture, prior or
paramount to the lien hereunder of any of the Bonds and the interest thereon.
Corporate Existence; Compliance with Laws. The Authority covenants that it will maintain its
existence; that it will not do or suffer to be done anything whereby its existence or its right to hold the
Public Infrastructure Leased Premisesmight in any way be questioned. The Authority also covenants that
it will faithfully observe and comply with the terms of all applicable laws and ordinances of the State of
Indiana and any political or municipal subdivision thereof, relative to the Public Infrastructure Leased
Premises.
Books of Record and Account. The Authority covenants that proper books of record and
account will be kept in which full, true and correct entries will be made of all dealings or transactions of
or in relation to the properties, business and affairs of the Authority. The Authority will: (i) at least
annually, furnish to the Trustee statements in reasonable detail showing the earnings, expenses and
financial condition of the Authority; (ii) from time to time furnish the Trustee such information as to the
property of the Authority as the Trustee reasonably requests; and (iii) on or before the expiration of ninety
(90) days after the end of each calendar year, file with the Trustee a certificate stating that all taxes then
due on the Public Infrastructure Leased Premiseshave been duly paid (unless the Authority, in good faith,
contests any of said taxes, in which event the facts concerning such contest must be set forth), that all
insurance premiums required by the terms of the Indenture to be paid by the Authority have been duly
paid, and that the Authority is in existence under Indiana law. All books, documents and vouchers
relating to the properties, business and affairs of the Authority will at all times be open to the inspection
of such accountants or other agents as the Trustee may from time to time designate.
Maintenance of Leased Premises. The Authority covenants that it will maintain the Public
Infrastructure Leased Premisesor caused the Public Infrastructure Leased Premisesto be maintained in
good working conditions for the uses for which the Public Infrastructure Leased Premisesare intended,
and will not dispose of the Public Infrastructure Leased Premisesexcept as permitted by the Indenture and
the Public Infrastructure Lease.
Incurring Indebtedness.The Authority covenants that it will not incur any indebtedness, other
than Qualified Obligation 14, except (i) indebtedness permitted by the Indenture, or (ii) indebtedness
payable from income of the Authority derived from some source other than the rental payments under the
Public Infrastructure Leasepledged under the Indenture, as long as any Bonds are Outstanding
thereunder.
Valid Lease; No Impairment. The Authority covenants that the Public Infrastructure Leaseis
valid and binding on the Authority, and that a full, true and correct copy of the Public Infrastructure Lease
is on file with the Trustee. The Authority further covenants that, upon the receipt by the Trustee of the
proceeds of the Bonds, it will forthwith proceed to acquire the Public Infrastructure Leased Premises;
provided, however, in accordance with Section 3.04(a) hereof, the City has directed the Authority and the
Trustee to retain the Purchase Price for the Leased Premises in the Construction Account and to hold such
amounts therein, for and on behalf of the City, pending disbursement therefrom to pay costs of the Public
Infrastructure Projects.The Authority agrees not to modify the terms of the Public Infrastructure Lease
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which would substantially impair or reduce the security of the owners of the Bonds or agree to a reduction
of the lease rental or other payments provided in the Public Infrastructure Leaseother than in connection
with partial or total refunding of the Bonds, except as otherwise provided in the Indenture.
Pursuit of Remedies upon Default. The Authority covenants that, upon any default in the
payment of lease rental or other amounts as provided in the Public Infrastructure Leaseit will file a suit to
mandate the appropriation of sufficient funds from the sources provided in the Public Infrastructure Lease
and pursue any other remedy permitted by law and necessary to collect and enforce the payment of such
rentals.
Tax Matters.The Authority represents, covenants and agrees it will not take any action nor fail
to take any action with respect to any series ofBonds that would result in the loss of the excludability of
interest on such series ofBonds from gross income for federal income tax purposes pursuant to Section
103 of the Code. Notwithstanding any other provisions of the Indenture, the covenants and authorizations
(the “Tax Sections”) which are designed to preserve the exclusion of interest on such series ofBonds
from gross incomeunder federal income tax law (the “Tax Exemption”) need not be complied with if the
Authority receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary
to preserve the Tax Exemption. In addition, the Authority may elect to issue a series of 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
Bonds, by making such election on the date of delivery of such series of Bonds. In such case, the tax
covenants in the Indenture shall not apply to such series of Bonds.
INSURANCE
Insurance. The Authority covenants that by the Public Infrastructure Leaseit has required the
Commission to carry combined bodily injury insurance, including accidental death, and property damage
with reference to the Public Infrastructure Leased Premisesin an amount not less than One Million
Dollars ($1,000,000) on account of each occurrence with one or more good and responsible insurance
companies. Such public liability insurance may be by blanket insurance policy or policies.
Beneficiaries of Insurance. The insurance policies required of the Authority by the Indenture, as
described above, will be for the benefit of, as their interests appear, the Trustee, the Authority, the
Commission and other persons having an insurable interest in the insured property. Any proceeds under
the policies relative to the property subject to the Public Infrastructure Leasewill be payable to the
Trustee, and the Trustee is authorized to demand, collect and receipt for and recover any and all insurance
moneys which may become due and payable under any of said policies of insurance and to prosecute all
necessary actions in the courts to recover any such insurance moneys.
Evidence of Insurance. Such insurance policies or a certificate of insurance will be maintained
by good and responsible commercial insurance companies, and shall be countersignedby an agent of the
insurer who is a resident of the State of Indiana. The public liability insurance required herein may be by
blanket insurance policy or policies or through a self-insurance program. A copy of such policies or
certificate of insurance will be deposited with the Trustee. Upon the request of the Trustee or an original
purchaser of the Bonds issued thereunder, the Authority will furnish to the Trustee or an original
purchaser of the Bonds issued thereunder a copy of each policy or certificate of insurance deposited with
the Trustee, and, on or before May 1of each year, the Authority will furnish to the Trustee or an original
purchaser of the Bonds issued thereunder, whichever is applicable, a schedule of all such policies which
were in force on the first day of such year. Such schedule will contain the names of the insurers, the
amounts of each policy or each certificate of insurance, the character of the risk insured. Trustee may rely
upon such policies, certificates or schedules withoutfurther inquiry.
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Insurance by Trustee. If the Authority or the Commission at any time refuses, the Trustee may,
in its discretion, procure such insurance policies as are commercially available, and all moneys paid by
the Trustee for such insurance, together with interest thereon at the highest rate of interest on any of the
Bonds when sold, whether or not then outstanding, will be repaid by the Authority upon demand, and will
constitute an additional indebtedness of the Authority secured by the lien of the Indenture, prior and
paramount to the lien hereunder of said Bonds and interest thereon. The Trustee, however, will not be
obligated to effect such insurance unless fully indemnified against the expense thereof and furnished with
means therefore.
CONDEMNATION OF LEASED PREMISES
In the event all or part of the Public Infrastructure Leased Premisesis taken by exercise of
eminent domain, the proceed of such condemnation award received by the Trustee or the Authority shall
be applied to the replacement or reconstruction of the condemned property by the Authority. In the event
the Authority does not commence to replace or reconstruct the Public Infrastructure Leased Premisesso
condemned within ninety (90) days after any such condemnation or the Authority, having commenced
such replacement or reconstruction, abandons or fails diligently to prosecute the same, the Trustee may, in
its discretion, make or complete such replacements or reconstructions; provided however the Trustee is
not obligated to make or complete such replacement or reconstructions and if the Authority instructs the
Trustee not to undertake such work because the cost exceeds the amount of the condemnation proceeds
therefore, the Trustee may not make or complete such replacements or reconstructions. In case the
Authority neglects, fails or refuses to proceed forthwith in good faith with such replacement or
reconstruction of the condemned Public Infrastructure Leased Premises, and such negligence, failure or
refusal continues for one hundred twenty (120) days, the Trustee, upon receipt of the condemnation
award, must (unless the Trustee proceeds to make such replacements or reconstructions) apply such
proceeds in the following manner: (i) if the proceeds are sufficient to redeem all of the then outstanding
Bonds and such Bonds are then subject to redemption, the Trustee will apply the proceeds to the
redemption of such Bonds in the manner provided in the Indenture as if such redemption had been at the
option ofthe Authority; (ii) if the proceeds are not sufficient to redeem all of the then outstanding Bonds
and such Bonds are then subject to redemption, the Trustee willapply the proceeds to the partial
redemption of outstanding Bonds at the earliest possible redemption date, without premium or penalty, in
the manner provided in theIndenture as if such redemption had been made at the option of the Authority;
and (iii) if such Bonds are not then subject to redemption, the Trustee shall apply the proceeds to the
redemption of outstanding Bonds, in whole or in part, at the earliest possible redemption date, without
premium or penalty, in the manner provided in theIndenture as if such redemption had been made at the
option of the Authority.See “Events of Defaultand Remedies--Application of Moneys”in this appendix
to the Official Statement.
If, at any time, the Public Infrastructure Leased Premisesare totally or substantially condemned
and the amount of condemnation money received on account thereof by the Trustee is sufficient to
redeem all of thethen outstanding Bonds and such Bonds are then subject to redemption, the Authority,
with the written approval of the Commission will direct the Trustee to use said moneys for the purpose of
calling for redemption all of the Bonds outstanding at the then current redemption price.
EVENTS OF DEFAULT AND REMEDIES
Events of Default. Each of the following events is defined as and declared to be an “event of
default” under the Indenture:
(i)Default in the payment on the due date of the interest on any Bonds;
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(ii)Default in the payment on the due date of the principal of, or premium on, any Bond,
whether at the stated maturity thereof, or upon proceedings for the redemption thereof;
(iii)Default in the performance or observance of any other of the covenants or agreements of
the Authority in the Indenture or the Bonds, and the continuance thereof for a period of
sixty (60) days after written notice thereof to the Authority by the Trustee;
(iv)The Authority: (a) admits in writing its inability to pay its debts generally as they
become due; (b) files a petition in bankruptcy; (c) makes an assignment for the benefit of
its creditors; or (d) consents to or fails to contest the appointment of a receiver or trustee
for itself or of the whole or any substantial part of the Public Infrastructure Leased
Premisesor the lease rentals due under the Public Infrastructure Lease;
(v)(a) The Authority is adjudged insolvent by a court of competent jurisdiction; (b) the
Authority, on a petition in bankruptcy filed against the Authority, is adjudged a bankrupt;
or (c) an order, judgment or decree is entered by any court of competent jurisdiction
appointing, without the consent of the Authority, a receiver or trustee of the Authority or
of the whole or any substantial part of the Public Infrastructure Leased Premisesor the
lease rentals due under the Public Infrastructure Leaseand any of the aforesaid
adjudications, orders, judgments or decrees is not vacated or set aside or stayed within
sixty (60) days from the date of entry thereof;
(vi)Any judgment is recovered against the Authority or any attachment or other court process
issues that becomes or creates a lien upon any of its property, and such judgment,
attachment or court process is not discharged or effectually secured within sixty (60)
days;
(vii)The Authority files a petition under the provisions of the United States Bankruptcy Code,
or files answer seeking the relief provided in said Bankruptcy Code;
(viii)A court of competent jurisdiction enters an order, judgment or decree approving a
petition filed against the Authority under the provisions of said Bankruptcy Code, and
such judgment, order or decree is not vacated or set aside or stayed within one hundred
twenty (120) days from the date of the entry thereof;
(ix)Under the provisions of any other law now or hereafter existing for the relief or aid of
debtors, any court of competent jurisdiction assumes custody or control of the Authority
or of the whole or any substantial part of the Public Infrastructure Leased Premises, or the
lease rentals due under the Public Infrastructure Leaseand such custody or control is not
terminated within one hundred twenty (120) days from the date of assumption of such
custody or control;
(x)Failure of the Authority to bring suit to mandate the Commission to pay lease rentals
provided inthe Public Infrastructure Leaseor such other action to enforce the Public
Infrastructure Leaseas is reasonably requested by the Trustee, if such rental is more than
sixty (60) days in default; or
(xi)The lease rental provided for in the Public Infrastructure Leaseis not paid within ten (10)
days after it is due.
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Remedies. If default occurs with respect to the payment of principal or interest due under the
Indenture, interest shall be payable on overdue principal and overdue interest at the rate of interest set
forth in each Bond.
In case of the happening and continuance of any event of default, the Trustee may, and shall upon
the written request of the Registered Owners of at least 25% in principal amount of the Bonds then
outstanding and upon being indemnified to its reasonable satisfaction, proceed to protect and enforce its
rights and the rights of the Registered Owners of the Bonds by suit in equity or at law or in any court of
competent jurisdiction, whether for specific performance of any covenant or agreement contained in the
Indenture or in aid of any power granted in the Indenture, or for any foreclosure of or under the Indenture,
or for the enforcement of any other appropriate legal or equitable remedy.
In the case of the happening of an event of default and the filing of judicial proceedings to
enforce the rights of the Trustee or the Registered Owners of the Bonds, the Trustee may appoint a
receiver for the lease rentals under the Public Infrastructure Leasepending the completion of such
proceedings.
Application of Moneys. Any moneys received by the Trustee or any receiver or Bondholder
pursuant to any right or action under the Indenture, together with any other amounts of cash which may
then be held by the Trustee as a part of the Trust Estate,shall be applied as follows:
(i)to the payment of all costs and expenses of any suit or suits to enforce the rights of the
Trustee or the Registered Owners of the Bonds;
(ii)to the payment of all other expenses of the trust created by the Indenture, with interest
thereon at the highest rate of interest on any of the Bonds when sold, whether or not then
outstanding;
(iii)to the payment of all the principal and accumulated and unpaid interest on the Bonds then
outstanding in full, if said proceeds are sufficient, but ifnot sufficient, then to the
payment thereof ratably without preference or priority of any one Bond over any other or
of interest over principal, or of principal over interest, or of any installment of interest
over any other installment of interest; and
(iv)any surplus thereof remaining, to the Authority, its successors or assigns, or to
whomsoever may be lawfully entitled to receive the same.
Limitation of Rights. No Registered Owneror owners of any Bond have the right to institute
any proceeding in law or equity for the enforcement of the Indenture, or for the appointment of a receiver,
or for any other remedy under the Indenture, without first giving notice in writing to the Trustee of the
occurrence and continuance of an event of default as aforesaid, andunless the Registered Owners of at
least 25% in principal amount of the then outstanding Bonds have made written request to the Trustee and
have offered it reasonable opportunity either to proceed to exercise the powers granted under the
Indenture or to institute such action, suit or proceeding in its own name, and without also having offered
to the Trustee adequate security and indemnity against the cost, expenses and liabilities to be incurred by
the Trustee therein or thereby; and such notice, request and offer of indemnity may be required by the
Trustee as conditions precedent to the execution of the powers and trusts of the Indenture or to the
institution of any suit, action or proceeding at law or in equity for the enforcement thereof, for the
appointment of a receiver, or for any other remedy under the Indenture, or otherwise, in case of any such
default as aforesaid. No one or more Registered Owners of the Bonds has any right in any manner
whatsoever to affect, disturb or prejudice the lien of the Indenture by his or their action or to enforce any
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right thereunder except in the manner therein provided, and all proceedings at law or in equity must be
instituted, had and maintained in the manner therein provided, and for the equal benefit of all Registered
Owners of outstanding Bonds. However, the right of any Registered Ownerof any Bond to receive
payment of the principal of and interest on such Bond on or after the respective due dates therein
expressed, or to institute suit for the recovery of any such payment on or after such respective dates, will
not be impaired or affected without the consent of such Registered Owner.
No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in
any Bond, or because of the creation of any indebtedness thereby secured, may be had against any officer,
member, employee or agent, past, present or future, of the Authority, either directly or through the
Authority, by the enforcement of any assessment or by any legal or equitable proceeding or by virtue of
any statute or otherwise.
SUPPLEMENTAL INDENTURES
The Authority and the Trustee may, without the consent of the Registered Owners of the Bonds
then outstanding, from time to time and at any time, enter into such supplemental indentures:
(i)To cure any ambiguity or formal defect or omission in the Indenture, or in any
supplemental indenture, which does not adversely affect the rights of the Registered
Owners of any Bonds; or
(ii)To grant to or confer upon the Trustee, for the benefit of theRegistered Owners, any
additional rights, remedies, powers, authority or security that may lawfully be granted to
or conferred upon the Registered Owners of any Bonds or the Trustee; or
(iii)To subject to the lien and pledge of the Indenture additional revenues, properties or
collateral; or
(iv)To modify, amend or supplement the Indenture or any indenture supplemental thereto in
such manner as to permit the qualification under the Trust Indenture Act of 1939 or any
similar federal statute hereafter in effect or to permit the qualification of the Bonds for
sale under the securities laws of the United States of America or of any of the states of
the United States of America, and, if they so determine, to add to the Indenture or any
indenture supplemental hereto such other terms, conditions and provisions as may be
permitted by the Trust Indenture Act of 1939 or similar federal statute; or
(v)To evidence the appointment of a separate or co-trustee or the succession of a new
Trustee hereunder or the succession of a new registrar and/or paying agent; or
(vi)To provide for the issuance of Additional Bondsfor the purpose ofrefunding all or a
portion of any of the Bonds outstanding under the Indenture, as provided in the
Indenture; or
(vii)To amend the Indenture to permit the Authorityto comply with any future federal tax law
or any covenants contained in any Supplemental Indenture with respect to compliance
with future federal tax law; or
(viii)For any other purpose which, in the judgment of the Authority and the Trustee does not
materiallyand adversely affect the interests of Bondholders.
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In addition, the Registered Owners of not less than a majority in aggregate principal amount of
the Bonds then outstanding have the right from time to time to consent to and approve the execution by
the Authority and the Trustee of such other supplemental indentures as are deemed necessary or desirable
by the Authority for the purpose of modifying, altering, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in the Indenture or in any supplemental indenture;
provided, however, that such supplemental indenture does not affect:
(i)An extension of the maturity of the principal or interest on any Bond; or
(ii)A reduction in the principal amount of any Bond or the rate of interest thereon; or
(iii)The creation of a lien upon the Trust Estate ranking prior to or on a parity with the lien
created by the Indenture; or
(iv)A preference or priority of any Bond or Bonds over any other Bond or Bonds; or
(v)A reduction in the aggregate principal amount of the Bonds required for consent to such
supplemental indenture.
Notwithstanding the foregoing, the rights and obligations of the Authority and of the Registered
Owners of the Bonds, and the terms and provisions of the Bonds and the Indenture, orany supplemental
indenture, may be modified or altered in any respect with the consent of the Authority, and the consent of
the Registered Owners of all the Bonds then outstanding.
DEFEASANCE
If, when the Bonds or any portion thereof have become due andpayable in accordance with their
terms or have been duly called for redemption or irrevocable instructions to call such Bonds for
redemption have been given by the Authority to the Trustee, the whole amount of the principal and the
interest and the premium, if any, so due and payable upon all of such Bonds then outstanding is paid, or
(i) cash, or (ii) Government Obligations, which are noncallable by the issuer thereof, the principal of and
the interest on which when due without reinvestment will provide sufficient money, are held by the
Trustee (or any paying agent) for such purpose under the provisions of the Indenture, and provision is also
made for paying all Trustee’s and paying agents’ fees and expenses and other sums payable under the
Indenture by the Authority, then and in that case such Bonds shall no longer be deemed to be outstanding
under the Indenture, and in the event the foregoing applies to all Bonds, the right, title and interest of the
Trustee will thereupon cease, determine and become void. Upon any such termination of the Trustee’s
title, on demand of the Authority, the Trustee will release the Indenture and execute such documents to
evidence such release as may be reasonably required by the Authority, and will turn over to the Authority
or to such officer, board or body as may then entitled by law to receive the same any surplus in the
Sinking Fund and in the Operation Fund created by the Indenture and all balances remaining in any other
fund or accounts other than moneys and obligations held for the redemption or payment of Bonds. In the
event money and/or Government Obligations are deposited with and held by the Trustee (or any paying
agent) as provided above, in addition to the requirements set forth in the Indenture, the Trustee will,
within 30 days, after such obligations have been deposited with it, cause a notice signed by the Trustee to
be mailed to the owners of such Bonds, setting forth (i) the date designated for the redemption of the
Bonds, (ii) a description of the obligationsso held by it (iii) that the Registered Owners of such Bonds are
entitled to be paid principal and interest from such funds and income of such securities held by the
Trustee and not from the Sinking Fund or the Authority, (iv) that the Authority is released from all
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liability with respect to the Bonds, and (v) in the event the redemption applies to all Bonds secured by the
Indenture, that the Indenture has been released.
If (1) cash, or (2) Government Obligations, which are noncallable by the issuer thereof, the
principal of and the interest on which when due without reinvestment will provide sufficient money, or
(3) a combination of cash and such Government Obligations, are held by the Trustee (or any paying
agent) in trust for the payment of the whole amount of the principal of and the interest upon the Bonds
under the provisions of the Indenture, and provision is made for paying all Trustee’s and paying agents’
fees and expenses related thereto and other sums payable under the Indenture by the Authority, such
Bonds shall not be deemed outstanding under the Indenture and the Registered Owners of such Bonds
shall be entitled to payment of any principal or interest from such funds and income of such obligations
held by the Trustee and not from the Sinking Fund or the Authority. The Trustee will, within 30 days
after such money and/or obligations have been deposited with it, cause a notice signed by the Trustee to
be mailed to the owners of such bonds, setting forth a description of the obligations so held by it, a
description of the Bonds payable from such deposited obligations and that the Registered Owners are
entitled to be paid principal and interest from such funds and income of such securities held by the
Trustee and not from the Sinking Fund or the Authority.
Any Bond not presented at the proper time and place for payment will be deemed to be fully paid
when due if the money necessary to discharge the principal amount thereof and all interest then accrued
and unpaid thereon is held by the Trustee or any paying agent when or before the same become due. The
Registered Ownerof any such Bond is not entitled to any interest thereon after the maturity thereof nor to
any interest upon money so held by the Trustee or any paying agent.
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APPENDIX E-4
SUMMARY OF CERTAIN PROVISIONS OF THE COIT PLEDGE ORDINANCE
PLEDGE OF COUNTY OPTION INCOME TAX REVENUES TO THE
PUBLIC INFRASTRUCTURE LEASE
Pursuant to the COIT Pledge Ordinance, the Common Council of the City (the “Common
Council”) may from time to time by ordinanceidentify any bond, note, warrant or other evidence of
indebtedness, any lease or any other obligation, whether issued by the City, the Commission, the
Authority or any other person (any bond, note, warrant or other evidence of indebtedness, any lease or
any other obligation, whether issued by the City, the Commission, the Authority or any other person,
individually, an “Obligation” and, collectively, the “Obligations”), as an obligation secured by the COIT
Pledge Ordinance(any Obligation so identified as an obligation secured by the COIT Pledge Ordinance,
individually, a “Secured Obligation” and, collectively, the “Secured Obligations”). The Common
Council has identified the Public Infrastructure Leaseas an obligation secured by the COIT Pledge
Ordinance.
Pursuant to Indiana Code § 36-7-14-25.5, under the terms of the COIT Pledge Ordinance, the
Common Council, on behalf of the City, pledges and assigns a portion of the City's share of each monthly
distribution of the county option income tax (“COIT”) revenues, received pursuant to Indiana Code 6-3.5-
6, as amended (each, a “Monthly Distribution”), during each calendar year beginning with calendar year
1999 through and including the last calendar year during which any Secured Obligation, including the
Public Infrastructure Lease, remain outstanding, which portion will equal the lesser of (i) all of such
Monthly Distribution or (ii) one-twelfth (1/12) of the sum of the amounts payable under the Secured
Obligations, including the Public Infrastructure Lease, which amounts are payable during the twelve (12)
month period beginning on January 1 and ending on December 31 of such calendar year (such portion, the
“Pledged Revenues”), to pay any amounts payable under the Secured Obligations, including the Public
Infrastructure Lease.
PLEDGE OF PLEDGED REVENUES TO OTHER OBLIGATIONS
The City may not identify any additional Obligation as an obligation secured by the COIT Pledge
Ordinance, unless:
(a)All interest, principal, rental and other amounts payable under the then
outstanding Secured Obligations due on or before such identification has been paid in
accordance with their terms; and
(b)There is delivered to or for the benefit of each obligee under each then
outstanding Secured Obligation a report or certificate prepared by an independent
certified public accountant or independent financial advisor to the effect that either: (1)
the sum of the Monthly Distributions in the calendar year immediately preceding the
calendar year in which such Obligation is so identified were not less than one hundred
twenty-five percent (125%) of the maximum interest, principal, rental or other amounts
payable under such Obligation and any other then outstanding Secured Obligations in any
future calendar year; or (2) the sum ofthe Monthly Distributions in the calendar year
immediately succeeding the calendar year in which such Obligation is so identified are
projected to be equal to at least one hundred twenty-five percent (125%) of the maximum
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interest, principal, rental and other amounts payable under such Obligation and any other
then outstanding Secured Obligations in any future calendar year.
The Common Council, on behalf of the City, may not pledge or assign the Pledged Revenues to
pay any amounts payable under any Obligations or for any other purpose, except to pay any amounts
payable with respect to the Secured Obligations (including the Public Infrastructure Lease). However, no
provision of the COIT Pledge Ordinanceprohibits the Common Council from pledging or assigning any
revenues derived from the imposition of the COIT, other than the Pledged Revenues, to pay any amounts
payable under any Obligation or for any other purpose.
The Common Council, on behalf of the City, has previously pledged the Pledged Revenues to
other Secured Obligations, which is on a parity with the pledge thereof to thePublic Infrastructure Lease.
See information under the heading “SECURITIES BEING OFFERED –Q UALIFIED O BLIGATIONS OF
THE C ARMEL R EDEVELOPMENT A UTHORITY–Qualified Obligation 14 –Security and Sources of
Payment” in, and Appendix B to, this Official Statement.
TAX COVENANTS OF THE CITY
The City further represents, covenants and agrees that it will not take any action or fail to take
any action that would result in the loss of the exclusion from gross income for federal income tax
purposes of interest on the Bonds pursuant to Section 103 of the Internal Revenue Code of 1986, as
amended and in affect on the date of the adoption of the COIT Pledge Ordinance.
CREATION OF CONTRACT; AMENDMENT OF ORDINANCE
The provisions of the COIT Pledge Ordinanceconstitute a contract by and between the City and
the obligees of the Secured Obligations, including the Authority as the obligee under the Public
Infrastructure Lease. After the issuance of any Secured Obligations, the Common Council may not,
except as provided below, repeal, modify or amend the COIT Pledge Ordinance.
The Common Council may, from time to time and at any time, without the consent of or notice to
any obligees under anySecured Obligations, adopt a supplemental ordinance to modify or amend the
COIT Pledge Ordinancefor any one or more of the following purposes:
(i)To cure any ambiguity or formal defect or omission in the COIT Pledge
Ordinanceor in any supplemental ordinance;
(ii)To grant to or confer upon any obligees under any Secured Obligations
any additional benefits, rights, remedies, powers, authority or security that may lawfully
be granted to or conferred upon such obligees under such Secured Obligations;
(iii)To modify or amend the COIT Pledge Ordinanceto permit the
qualification of any Secured Obligations for sale under the securities laws of the United
States of America or any of the states of the United States of America;
(iv)To provide for the refunding or advance refunding of any Secured Obligations;
(v)To procure a rating on any Secured Obligations from a nationally
recognized securities rating agency, designated in such supplemental ordinance, if such
supplemental ordinance will not materially adversely affect the interests of any obligees
under any Secured Obligations;
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(vi)To make changes to reflect the identification of any Obligation as an
obligation secured by the COIT Pledge Ordinance; or
(vii)Any other purpose which, in the judgment of the Common Council, does
not materially adversely affect the interests of any obligees under any Secured
Obligations.
The Ordinance, and the rights and obligations of the City and any obligees under any Secured
Obligations, may be modified or supplemented from time to time at any time by a supplemental ordinance
adopted by the Common Council with the consent of the obligees under the Secured Obligations affected
by such modification or amendment, holding at least a majority in aggregate principal amountof such
Secured Obligations then outstanding (exclusive of Secured Obligations, if any, owned by the City);
provided, however, that no such modification or amendment may, without the express consent of all of
the obligees under the Secured Obligations affected by such modification or amendment, permit a
privilege or priority of any of such Secured Obligations over any other of such Secured Obligations, or
create a lien securing any of such Secured Obligations other than a lien ratably securing all of such
Secured Obligations, nor shall any such modification or amendment reduce the percentage of consent
required for amendment or modification of the COIT Pledge Ordinance.
DMS BJB3861638v3
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APPENDIX F
APPENDIX F
SUMMARY OF CERTAIN LEGAL DOCUMENTS RELATED
TO QUALIFIED OBLIGATION 15
The following is a summary of certain legal documents related to Qualified Obligation 15,
including summaries of certain provisions contained in the Economic Development Lease(as definedin
this Appendix) and the Economic Development Trust Indenture(as defined in this Appendix). The
following summaries do not purport to be a comprehensive description and are qualified in their entirety
by reference to the Economic Development Leaseand the Economic Development Trust Indenture,
respectively. During the period of this offering, copies of the entire Economic Development Leaseand
Economic Development Trust Indentureare available without charge from H.J. Umbaugh & Associates,
Certified Public Accountants, LLP, 8365 Keystone Crossing, Suite 300, P. O. Box 40458, Indianapolis,
Indiana.
F-1Key Definitions related to Qualified Obligation 15
F-2Summary of Certain Provisions of the Economic Development Lease
F-3Summary of Certain Provisions of the Economic Development Trust Indenture
APPENDIX F-1
KEY DEFINITIONS RELATED TO QUALIFIED OBLIGATION15
Unlessotherwise defined in this Appendix orthe context clearly indicates otherwise, the
following are definitions of certain key terms used in this Appendix.When used in this Appendix, such
key termsrefer to Qualified Obligation 15(as defined herein), which terms may also be used in the
Economic Development Leaseandthe Economic Development Trust Indenture. Any capitalizedterms
used in this Appendix and not otherwise defined herein will have the meanings set forth in the Economic
Development Leaseandthe Economic Development Trust Indenture.Capitalized terms used elsewhere
in the Official Statement, including other appendices hereto, shall have the meanings ascribed thereto,
which meanings may be different than the definitionsof such capitalized terms used in this Appendix.
“Additional Bonds” means Bonds issued pursuant to the terms of the Economic Development
Trust Indenture.
“Authority”or “Carmel Redevelopment Authority”means the City of Carmel Redevelopment
Authority, a separate body corporate and politic organized and existing under Indiana Code 36-7-14.5, as
an instrumentality of the City.
“Authorized Representative” means any officer of the Authority, any officer of the Commission,
the Mayor of the City, the fiscal officer of the City, the City engineer or such other officer of the
Authority, the Commission or the City or such other individual as the Authority, the Commission or the
City shall notify the Trustee in writing as being an Authorized Representative under the Indenture, with
evidence of such authority.
“Bond” or “Bonds” shall (unless the context shall otherwise require) mean any Bond or Bonds, or
all the Bonds, including Qualified Obligation 15and any Additional Bonds as the case may be,
authenticated, delivered and Outstanding under theIndenture.
“Bond Bank” shall mean The City of Carmel Local Public Improvement Bond Bank, a body
corporate and politic and an independent instrumentality, separate from the City in its corporate capacity
and not an agency of the City, established pursuant to Indiana Code 5-1.4, as amended, for the purpose of
exercising essential public functions.
“Bond Bank Bonds” means The City of Carmel Local Public Improvement Bond Bank
Multipurpose Bonds, Series 2016, dated May 5, 2016, issued in the original aggregate principal amount of
$214,455,000.
“Bond Bank Indenture” means the Trust Indenture, dated as of May 1, 2016, by and between the
Bond Bank and Bond Bank Trustee, authorizing and securing the Bond Bank Bonds.
“Bond Bank Trustee” means The Huntington National Bank, as trustee for the Bond Bank Bonds
pursuant to the terms of the Bond Bank Indenture.
“Business Day” means a day other than Saturday, Sunday, or day on which banking institutions
in the city in which the principal corporate trust office of the Trustee is located are required or authorized
by law to close or on which The New York Stock Exchange is closed.
“City” means City of Carmel, Indiana, a municipal corporation under the laws of the State of
Indiana.
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“Code” means the Internal Revenue Code of 1986, as amended and in effect on the date of
issuance of any Series of Bonds and the applicable judicial decisions and published rulings or any
applicable regulations promulgated or proposed thereunder or under the Internal Revenue Code of 1954,
as in effect immediately prior to the enactment of the Tax Reform Act of 1986.
“Commission” means the City of Carmel Redevelopment Commission, established under Indiana
Code 36-7-14,governing body of the District.
“Construction Account” shall mean the Construction Account of the Project Fund established
under the Indenture.
“Council Resolution” shall mean Resolution CC-01-04-16-03, As Amended, adopted by the
Common Council of the City on January 18, 2016, approving the Economic Development Lease and the
issuance of Qualified Obligation 15.
“Credit Facility” means any letter of credit, revolving credit agreement, surety bond, reserve fund
surety policy, insurance policy or other similar credit or liquidity agreement or instrument.
“Credit Provider” means the issuer of any Credit Facility and its successor in such capacity and
their assigns. To qualify under the Indenture, the Credit Provider providing such Credit Facility shall be
either:
(i)an insurer whose long-term debt obligations are rated (at the time of issuance of
such Credit Facility) in one of the two highest Rating Categories by the Rating Agency or Rating
Agencies then rating the Bonds or the Bond Bank Bonds; or
(ii)a bank or trust company which has an outstanding, unsecured, uninsured and
unguaranteed debt issue rated (at the time of issuance of such Credit Facility) in one of the two
highest Rating Categories by the Rating Agency or Rating Agencies then rating the Bonds or the
Bond Bank Bonds.
“Debt Service Reserve Fund” meansthe Debt Service Reserve Fund created and established by
the Economic Development Trust Indenture.
“District” means the City of Carmel Redevelopment District.
“Economic Development Lease” or “the Lease” means the Lease Agreement, dated as of January
20, 2016, as amended by the Addendum to Lease Agreement, dated as of May 5, 2016, each by and
between the Authority, as lessor, and the Commission, as lessee, as the same may be further amended
from time to time hereafter.
“Economic Development Leased Premises” or “the Leased Premises” means the premises subject
to the Economic Development Lease.
“Economic Development Lease Rentals” or “the Lease Rentals” means the lease rental payments
payable by the Commission under the Economic Development Lease.
“Economic Development Projects” or “theProjects” means the design, construction, renovation,
improvement and/or equipping of the projects identified on Exhibit A to the Council Resolution, and all
costs or expenses incurred in connection therewith. In general, the Economic Development Projects
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consist of thedesign, inspection, construction, reconstruction, renovation, replacement, improvement
and/or equipping of certain public infrastructure projects in the City, located in, or directly benefitting and
serving, certain redevelopment and/or economic development areas, including the acquisition of any land
or right-of-way and all utility relocation, acquisition, design, inspection, construction, demolition,
renovation, remediation, improvement, excavation, site work preparation and/ equipping. Such public
infrastructure projects will generally include: roads, streets or sidewalks; improvements related to one or
more hotels; multi-use paths or trails; plazas, squares, parks or other public common areas; drainage
improvements; lighting, streetscaping or landscaping improvements; or other local public improvements
“Economic Development Trust Indenture” or “the Indenture” means the Trust Indenture, dated as
of May 1, 2016, by and between the Authority and the 2016B Trustee, authorizing and securing Qualified
Obligation 15.
“Fitch” means Fitch Ratings, or any successor thereof which qualifies as a Rating Agency under
the Indenture.
“Government Obligations” means(i) direct obligations of the United States of America or
obligations the payment of the principal of and interest on which are unconditionally guaranteed by the
United States of America, including, but not limited to, securities evidencing ownership interests in such
obligations or in specified portions thereof (which may consist of specific portions of the principal of or
interest on such obligations) and (ii) obligations of any state of the United States of America or any
political subdivision thereof, the full payment of principal of, premium, if any, and interest on which (a)
are unconditionally guaranteed or insured by the United States of America, or (b) are provided for by an
irrevocable deposit of securities described in clause (a) and are not subject to call or redemption by the
issuer thereof prior to maturity or for which irrevocable instructions to redeem have been given.
“Indenture” or “Economic Development Trust Indenture” means the Trust Indenture, dated as of
May 1, 2016, by and between the Authority and the 2016BTrustee, authorizing and securing Qualified
Obligation 15.
“Interest Payment Date” means January 15 and July 15 of each year, commencing on January 15,
2017,with respect to Qualified Obligation 15.
“Moody’s” means Moody’s Investors Service or any successor thereof which qualifies as a
Rating Agency under the Indenture.
“Lease” or “Economic Development Lease” means the Lease Agreement, dated as of January 20,
2016, as amended by the Addendum to Lease Agreement, dated as of May 5, 2016, each by and between
the Authority, as lessor, and the Commission, as lessee, as the same may be further amended from time to
time hereafter.
“Lease Amendment Agreement(2016B)” shall mean the Agreement RegardingAmendments to
Leased Premises (2016B), dated as of May 1, 2016, amongthe City, the Authority and the Commission.
“Leased Premises” or “Economic Development Leased Premises” means the premises subject to
the EconomicDevelopment Lease.
“Lessee” shall mean the Commission, or any successor or assign, as lessee under the Lease.
“Operation Fund” means the Operation Fund created and established pursuant to the Economic
Development Trust Indenture.
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“Paying Agent” initially meansThe Huntington National Bank, in Indianapolis, Indiana, a
national banking association organized and existing under the laws of the United States of America, or
any successor thereto.
“Project Fund” meansthe Project Fund created and established by the Indenture.
“Qualified Investments” meansthose investments in: (i) Governmental Obligations; (ii) other
investments permitted by Indiana Code 5-13, as amended from time to time; (iii) money market funds
(including any money market fund for which the Trustee or any affiliate of the Trustee provides services
for a fee) the assets of which are obligations or, or guaranteed by, the United States of America and which
funds are rated at the time of purchase “Aaa” or “Am-G” (or their equivalent) or higher by S&P; (iv)
deposits constituting an obligation of a bank, as defined by the Indiana Banking Act, Indiana Code 28-2,
as amended (including deposits offered by the Trustee and its affiliates), whose outstanding unsecured
long-term issuer is rated at the time of deposit in any of the three highest Rating Categories by any Rating
Agency, and (v) U.S. Dollar denominated deposit accounts, federal funds and banker's acceptances with
domestic banks whose short term certificates of deposit are rated on the date ofthe purchase in any of the
three highest rating categories by any rating agency and maturing no more than 360 days after the date of
the purchase.
“Qualified Obligation 15”means the Authority’s Lease Rental Bonds, Series 2016B(Economic
Development Projects), issued in the aggregate principal amount of $10,337,000pursuant to the
Economic Development Trust Indenture. Qualified Obligation 15is also referred to as the “2016B
Bonds” under the terms of the Economic DevelopmentTrust Indenture.
“Rating Agency” or “Rating Agencies” means Fitch, S&P or Moody’s, according to which of
such rating agencies then rates a Bond or any Bond Bank Bonds; and provided that, if none of such rating
agencies then rates a Bond or any Bond Bank Bonds, the term “Rating Agency” or “Rating Agencies”
shall refer to any national rating agency (if any) that provides such rating.
“Rating Category” means one of the generic rating categories of the applicable Rating Agency,
without regard to any refinements or gradations of such generic rating category by numerical or other
modifier.
“Rebate Fund” means the Rebate Fund created and established pursuant to the Economic
Development Trust Indenture.
“Redemption Price” means, with respect to the Bonds outstanding under the Economic
Development Trust Indenture, the price at which the Bonds are redeemable as set forth in accordance with
the terms of the Economic Development Trust Indentureor any indenture supplemental thereto.
“Registered Owner” or “Registered Owners” or “Bondholder” or“holder of Bonds” or “owner of
Bonds” or any similar term means the registered owner of any Bond, including the Bond Bank, and any
purchaser of Bonds being held for resale, including the Bond Bank.Initially, Qualified Obligation 15will
be registered inthe name of the Bond Bank as registered owner thereof.
“Registrar” means The Huntington National Bank and its successors and assigns.
“Reserve Fund Credit Facility” means any Credit Facility issued or provided by a Credit
Provider, (i) which may be deposited in a reserve account in the Debt Service Reserve Fund in lieu of or
in partial substitution for cash or Qualified Investments to be on deposit therein, and (ii) which shall be
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payable (upon the giving of notice as required thereunder) on any due date on which moneys will be
required to be withdrawn from such reserve account in which such Credit Facility is deposited and
applied to the payment of the principal of or interest on any Bonds to which such Credit Facility relates.
“Reserve Fund Reimbursement Obligation” meansany obligation to reimburse the Credit
Provider of any Reserve Fund Credit Facility for any payment made under such Reserve Fund Credit
Facility or any other obligation to repay any amounts (including, but not limited to, fees or additional
interest) owing to the Credit Provider.
“Reserve Requirement” shall mean an amount equal to the maximum annual principal and
interest requirements on the Bonds. At the time of issuance of Qualified Obligation 15, the Reserve
Requirement means an amount equal to $2,117,840.
“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
or any successor thereof which qualifies as a Rating Agency under the Indenture.
“Series of Bonds” or “Bonds of a Series” or “Series” or words of similar meaning means any
Series of Bonds authorized by theIndenture or by a Supplemental Indenture.
“Sinking Fund” means the Sinking Fund created and established pursuant to theEconomic
Development Trust Indenture.
“Special Tax Revenues” means the revenues derived the special benefits taxlevied by the
Commissionupon all taxable property in the District pursuant to the provisions of Indiana Code 36-7-14-
27.
“Supplemental Indenture” means an indenture supplemental to or amendatory of theIndenture,
executed by the Authority and the Trustee in accordance with terms of the Indenture.
“Trust Estate” has the meaning set forth in the preambles and granting clauses of the Economic
Development Trust Indenture, consisting of (i) all proceeds of all Bonds issued under the Economic
Development Trust Indentureand other cash and securities now or hereafter held in the funds and
accounts (except the Rebate Fund) created and established thereunder and the investment earnings
thereon and all proceeds thereof; (ii) all rights, titles and interests of the Authority under the Economic
Development Lease; and (iii) all other properties and moneys hereafter pledged to the Trustee by the
Authority to the extent of that pledge.
“Trustee” means The Huntington National Bank, as trustee under the Economic Development
Trust Indenture, and its successor or successors in trust.
“2016BReserve Fund Credit Facility” means the Reserve Fund Credit Facility provided by the
2016B Reserve FundInsurer for deposit into the Debt Service Reserve Fund to satisfy the Reserve
Requirement with respect thereto upon the issuance of Qualified Obligation 15. The 2016B Reserve Fund
Credit Facility constitutes a Reserve Fund Credit Facility (as such term is defined and used in this
Indenture) at the time of issuance thereof.
“2016BReserve Fund Insurer” means Assured Guaranty Municipal Corp., aNew York stock
insurance company, or any successor thereto or assignee thereof. The 2016B Reserve FundInsurer
constitutes a Credit Provider at the time of issuance of the 2016B Reserve FundCredit Facility.
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APPENDIX F-2
SUMMARY OF CERTAIN PROVISIONS OF THE ECONOMIC DEVELOPMENTLEASE
LEASE TERM AND RENTAL
Under the Economic Development Lease,the Authority leases to the Commission an interest in
certain real estate and certain road improvements which have been constructed thereon (collectively, the
“Economic Development Leased Premises”). Under the Economic Development Lease,the Commission
agrees to pay the Authority annual lease rental in amounts sufficient to pay the principal of and interest on
the Bonds, together with administrative expenses related to the Bonds.
At any time during the term of the Economic Development Lease,the Economic Development
Leased Premisesmay be amended to add additional property to the Economic Development Leased
Premisesor remove any portion of the Economic Development Leased Premises;provided, however,
following such amendment, the rental payable under the Economic Development Leaseshall be based on
the value of the portion of the Economic Development Leased Premiseswhich is available for use, and
the rental payments due under the Economic Development Leaseshall be in amounts sufficient to pay
when due all principal of and interest on all outstanding Bonds, together with administrative expenses
related to the Bonds.
The term of the Economic Development Leasewill commence on the date on which the
Commission begins to make lease rental payments thereunder and will end on the day priorto a date not
more than twenty (20) years thereafter. However, the term of the Economic Development Leasewill
terminate at the earlier of (a) the exercise by the Commission of the option to purchase the Economic
Development Leased Premises, as described below, or (b) the payment or defeasance of all bonds issued
(i) to finance the cost of the Economic Development Leased Premises, (ii) to refund all or a portion of
such bonds, (iii) to refund all or a portion of such refunding bonds, or (iv) to improve the Economic
DevelopmentLeased Premises;provided that no bonds or other obligations of the Lessor issued to
finance theEconomic Development Leased Premises remain outstanding at the time of such payment or
defeasance.The Commission may renew the Economic Development Leasefor a further like, or lesser,
term upon the same or like conditions as established in the Economic Development Lease. The
Commission must exercise this option by written notice sent to the Authority and to the other parties to
the Maintenance and Use Agreements (as hereinafter defined) (at the addresses set forth in the respective
Maintenance and Use Agreements) on any rental payment date prior to expiration of the Economic
Development Lease.
The first lease rental payment for the Economic Development Leased Premisesis due on the later
of (i) the date the Real Estate is acquired by the Authority, or (ii) a date to be determined at the time of the
sale of Qualified Obligation 15, but no earlier than July 1, 2016, as set forth in the addendum to lease be
endorsed on the Economic Development Leaseby the parties thereto at the time of issuance of Qualified
Obligation 15. Thereafter, rentals on the Economic Development Leased Premisesare payable in
advance in semi-annual installments on January 1and July 1of each year during the term of the
Economic Development Lease. Rentals under the Economic Development Leaseare to be paid by the
Commission directly to the Trustee.
The Economic Development Leasealso provides that the Commission will pay as further rental
for the Economic Development Leased Premises(i) all taxes and assessments levied against or on account
of the Economic Development Leased Premises,(ii) to the extent applicable to any series of Bonds, the
amount required to be rebated, or paid as apenalty, to the United States of America under Section 148(f)
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of the Internal Revenue Code of 1986, as amended and in effect on the date of issue of the Bonds
(“Code”), after taking into account other available moneys, to prevent any series of Bonds from becoming
arbitrage obligations under Section 148 of the Code, if the interest of such series of Bonds is excludable
from gross income under the Code for federal income tax purposes; and (iii) the amount necessary to
restore the amount on deposit or credited to the Debt Service Reserve Fundto an amount equal to the
Reserve Requirement upon receiving notice from the Trustee, pursuant to the terms of the Indenture, that
the amount on deposit or credited to the Debt Service Reserve Fund is less than the Reserve Requirement.
The Commission’s lease rental payments under theEconomic Development Leaseare payable
solely from the revenues derived from the special benefits tax levied by the Commission pursuant to
Indiana Code 36-7-14-27 (the “Special Tax Revenues”);provided, however, the Commission has reserved
the right to pay the lease rental payments or any other amounts due under the Lease from any other
revenues legally available to the Commission, including, but not limited to, incremental property tax
revenues received by the Commission from one or more allocation areas in the District pursuant to
Indiana Code 36-7-14-39; provided, further, that the Commission shall be under no obligation to pay any
lease rental payments or any other amounts due under the Lease from any moneys or properties of the
Commission, except the Special Tax Revenues received by the Commission.
ABATEMENT OF RENT
The Lease provides that, in the event the Economic Development Leased Premisesis taken under
the exercise of the power of eminent domain, so as to render it unfit, in whole or in part, for use or
occupancy by the Commission, it will then be the obligation the Authority to restore and rebuild that
portion of the Economic Development Leased Premisesas promptly as may be done, unavoidable strikes
and other causes beyond the control of the Authority excepted; provided, however, that the Authority will
not be obligated to expend on such restoration or rebuilding more than the amount of the condemnation
proceeds received by the Authority.
If any part of the Economic Development Leased Premisesis partially or totally destroyed, or is
taken under the exercise of the power of eminent domain, so as to render it unfit, in whole or part, for use
or occupancy by the Commission, the rent will be abated for the period during which the Economic
Development Leased Premisesor such part thereof is unfit or unavailable for use or occupancy, and the
abatement will be in proportion to the percentage of the Economic Development Leased Premiseswhich
is unfit or unavailable for use or occupancy.
At any time during the term of the Economic Development Leasethe Economic Development
Leased Premisesmay be amended to add additional property to the Economic Development Leased
Premisesor remove any portion of the Economic Development Leased Premises;provided, however,
following such amendment, the rental payable under the Economic Development Leaseshall be based on
the value of the portion of the Economic Development Leased Premiseswhich is available for use, and
the rental payments due under the Economic Development Leaseshall be in amounts sufficient to pay
when due all principal of and interest on all outstanding Bonds.
MAINTENANCE, ALTERATION, AND REPAIR
The Commission is responsible for operation, maintenance and repair of the Economic
Development Leased Premises; provided, however, the Commission may enter into agreements with one
or more other parties for the operation, maintenance, repair and alterations of all or any portion of the
Economic Development Leased Premises(the “Maintenance and Use Agreements”). Such other parties
may assume all responsibility for operation, maintenance, repairs and alterations to the Economic
Development Leased Premises. At the end of the term of the Economic Development Leasethe
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Commission shall deliver the Economic Development Leased Premisesto the Authority in as good
condition as at the beginning of the term, reasonable wear and tear only excepted.
INSURANCE
During the full term of the Economic Development Leasethe Commission will, at itsown
expense, maintain combined bodily injury insurance, including accidental death, and property damage
insurance with respect to the Economic Development Leased Premisesin an amount not less than One
Million Dollars ($1,000,000) on account of each occurrence with one or more good and responsible
insurance companies. Such policies must be for the benefit of persons having an insurable interest in the
property and must be made payable to the Authority, the Commission, and the Trustee, and such other
person or persons as the Authority may designate. If, at any time, the Commission fails to maintain the
above described insurance, the Authority may, but is not required to, obtain such insurance and the
amount paid therefor will be added to the amount of rental payable by the Commission under the
Economic Development Lease. Another party may obtain such insurance policies and satisfy the
requirements of the Economic Development Leaseas long as the Commission, the Authority and the
Trustee are named as additional insureds under such policies.
At any time during the term of the Economic Development Leasethe Economic Development
Leased Premisesmay be amended to add additional property to the Economic Development Leased
Premisesor remove any portion of the Economic Development Leased Premises;provided, however,
following such amendment, the rental payable under the Economic Development Leaseshall be based on
the value of the portion of the Economic Development LeasedPremiseswhich is available for use, and
the rental payments due under the Economic Development Leaseshall be in amounts sufficient to pay
when due all principal of and interest on all outstanding Bonds.
EMINENT DOMAIN
If title to or the temporary use of the Economic Development Leased Premises, or any part
thereof, should be taken under the exercise or the power of eminent domain by any governmental body or
by any person, firm or corporation acting under governmental authority, any net proceeds received from
any award made in such eminent domain proceedings will be paid to and held by the Trustee under the
Indenture. Within ninety (90) days from the date of entry of a final order in any eminent domain
proceedings granting condemnation, the Commission shall direct the Authority and Trustee in writing that
such proceeds shall be applied either to (i) restore the Economic Development Leased Premisesto
substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (ii)
acquire, by construction or otherwise, other improvements suitable for the Commission’soperations on
the Economic Development Leased Premisesand which are in furtherance of the purposes of the Act (the
improvements shall be deemed a part of the Economic Development Leased Premisesand available for
use and occupancy by the Lessee without the payment of any rent other than as herein provided, to the
same extent as if such other improvements were specifically described herein and demised hereby). Any
balance of the net proceeds of the award in such eminent domain proceedings not required to be applied
for the purposes specified in subsections (i) or (ii) above shall be deposited in the sinking fund held by the
Trustee under the Indenture and applied tothe repayment of the series of Bonds secured by such Lease.
TAX COVENANTS
In order to preserve the exclusion of interest any series of Bonds from gross income for federal
income tax purposes (other than Bonds issued under the Indenture the interest on which is not excludable
for federal income tax purposes)(the “Tax-Exempt Bonds”) and as an inducement to purchasers of the
Tax-Exempt Bonds, the Commission and the Authority have each covenanted and agreed that neither the
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Commission nor the Authority will take any action or fail to take any action with respect to the Tax-
Exempt Bonds that would result in the loss of the exclusion from gross income for federal income tax
purposes of interest on the Tax-Exempt Bonds pursuant to Section 103 of the Code and theregulations
thereunder as applicable to the Tax-Exempt Bonds, including, without limitation, the taking of such
action as is necessary to rebate or cause to be rebated arbitrage profits on Tax-Exempt Bond proceeds, or
other monies treated as Tax-Exempt Bond proceeds, to the federal government as provided in Section 148
of the Code.
DEFAULTS
The Lease provides that, if the Commission defaults (a) in the payment of rentals or other sums
payable to the Authority under the Economic Development Leaseor (b) in the observance of any other
covenant, agreement or condition thereof, and such default shall continue for ninety (90) days after
written notice to correct the same, then, in any or either of such events, the Authority may proceed to
protect and enforce its rights by suit or suits in equity or at law in any court of competent jurisdiction,
whether for specific performance of any covenant or agreement contained therein or for the enforcement
of any other appropriate legal or equitable remedy, or the Authority, at its option, without further notice,
may terminate the estate and interest of the Commission thereunder, and the Authority may resume
possession of the Economic Development Leased Premisessubject thereto. The exercise by the Authority
of its right to terminate such Lease will not release the Commission from the performance of any
obligation thereof maturing prior to the Authority’s actual entry into possession.
OPTION TO RENEW
The Authorityhas granted the Commission the right and option to renew the Economic
Development Leasefor a further like or lesser term upon the same or like conditions astherein contained,
and applicable to the portion of the premises for which the renewal applies, and the Commission may
exercise suchoption by written notice to the Authority, and to the other parties to any Maintenance and
Use Agreements at the addresses set forth in the respective Maintenance and Use Agreements (if any),
given upon any rental payment date prior to the expiration of the Economic DevelopmentLease.
OPTION TO PURCHASE
The Commission has the right and option, under the Economic Development Leaseto purchase
the Economic Development Leased Premises, or any portion thereof, on any date upon 60 days’ written
notice to the Authority, at a price which is equal to the amount required to enable the Authority to pay all
indebtedness incurred on account of the Economic Development Leased Premises, or such portion thereof
(including indebtedness incurred for the refunding of that indebtedness), including accrued and unpaid
interest to the first date on which bonds may be redeemed and all premiums, if any, payable upon the
redemption thereof. In no event, however, shall such purchase price exceed the capital actually invested
by the Authority representedby outstanding securities or existing indebtedness, plus the cost of
transferring property.
TRANSFER OF OWNERSHIP
The Lease provides that, in the event the Commission has not exercised its option to purchase the
Economic Development Leased Premisesandhas not exercised its option to renew the Economic
Development Leaseas described above, then, upon full performance by the Commission of its obligations
under the Economic Development Leasethe Economic Development Leased Premiseswill become the
absolute property of the Commission, and the Authority will execute the proper instruments conveying to
the Commission, or to any entity (including the City and any other party to the Maintenance and Use
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Agreements) designated by the Commission, all of the Authority’s right, title and interest to the Economic
Development Leased Premises, or such portion thereof.
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APPENDIX F-3
SUMMARY OF CERTAIN PROVISIONS OF THE ECONOMIC DEVELOPMENT
TRUST INDENTURE
REVENUES, FUNDS AND ACCOUNTS
Creation of Funds and Accounts
The Authority creates and establishes the following Funds and Accounts to be held by the Trustee
under the Indenture:
(i)Project Fund, consisting of a Construction Account;
(ii)Sinking Fund;
(iii)Debt Service Reserve Fund;
(iv)Operation Fund; and
(v)Rebate Fund.
Deposit ofNet Proceeds of Bonds, Revenues and Other Receipts.
With regard to the proceeds from the sale of Qualified Obligation 15, the Authority shall be
deemed to have received an aggregate amount equal to $12,255,637.60(which amount represents the par
amount ofQualified Obligation 15(i.e., $10,337,000.00), plus a portion of the net original issue premium
with respect to the Bond Bank Bonds that is allocable to Qualified Obligation 15(i.e., $1,918,637.60)).
From the proceeds of the sale of Qualified Obligation 15, the Authority agrees that:
(i)$255,637.60of such amount shall be deemed to have been received by the Authority and
used for the purpose of paying the costs of issuance for Qualified Obligation 15;
provided, however, the Authority agrees that such fundswill be retained by the Bond
Bank and used by the Bond Bank for the purpose of paying all or a portion of the costs of
issuance of the Bond Bank Bonds allocable to Qualified Obligation 15(including a
portion of the underwriters’ discount with respect to the Bond Bank Bonds in the amount
of $41,348.00, and the premium for the 2016BReserve Fund Credit Facility to be paid by
the underwriter for the Bond Bank Bonds directly to the 2016BReserve Fund Insurer, for
and on behalf of the Authority, in the amount of $66,711.96); and
(ii)$12,000,000.00of such amount, which represents the remainder thereof, shall be
deposited in the Construction Account of the Project Fund.
The Trustee will deposit the net proceeds of any subsequent Series of Bonds as provided in the
Supplemental Indenture for that Series of Bonds.
OPERATION OF FUNDS AND ACCOUNTS
ConstructionAccount.On the date of delivery of Qualified Obligation 15, moneys in the
Construction Account shall be deemed to have been transferred to and received by the City as payment in
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full of the Purchase Price for the Economic Development Leased Premises; provided, however, the City
has directed the Authority and the Trustee to retain the purchase price for the Economic Development
Leased Premisesin the Construction Account and to hold such amounts therein, for and on behalf of the
City, pending disbursement therefrom in accordance with the Indenture as requested from time to time by
an Authorized Representative of the City. Upon receipt of one or more written requisitions from an
Authorized Representative of the City, the Trustee shall disburse funds held in the Construction Account
to the City or its designee for the purpose of paying the costs of acquisition and construction of the
Economic Development Projects, including, but not limited to, the following items:
(1)Obligations incurred for labor and to contractors, builders and materialmen in
connection with the Economic Development Projects;
(2)The payment of the purchase price and the cost of acquiring any real estate and other
property subject to the Economic Development Lease;
(3)Interest accruing on the Bonds during the period of construction to the extent that funds
in the Sinking Fund are insufficient;
(4)The cost of equipment, if any, for the EconomicDevelopment Projects;
(5)The cost of all indemnity and surety bonds required by theIndenture, the fees and
expenses of the Trustee, the Registrar, and any Paying Agent during construction, and premiums on
insurance during construction;
(6)Expenses andfees of architects, engineers and construction managers;
(7)Any costs and expenses incurred in connection with the issuance and sale of the Bonds,
including, without limitation, attorneys’ fees and expenses, printing costs, recording and filing fees, and
costs of any municipal bond insurance;
(8)All other incidental costs incurred in connection with the cost of the Economic
Development Projects; and
(9)Any amount required to be deposited in the Rebate Fund during the period of acquisition
and construction.
All payments from the Construction Account shall be made by the Trustee upon presentation of
an architect’s or engineer’s certificates of work completed and materials furnished, approved in writing
by an Authorized Representative of the City, or in the case of any items not subject to certification by the
architect or engineer, then upon the presentation of an affidavit executed by an Authorized Representative
of the City, stating the character of the expenditure, the amount thereof, and to whom due, together with
the statement of the creditor as to the amount owing and the creditor’s taxpayer identification number (if
not a corporation).
The Trustee willcause to be kept and maintained adequate records pertaining to the Construction
Account and all disbursements therefrom. If requested by an Authorized Representative of the City, the
Trustee shall file copies of the records pertaining to the Construction Account and all disbursements from
such fund with the Authority.
In making disbursements from the Construction Account, the Trustee may rely upon such
invoices or other appropriate documentation supporting the payments or reimbursements without further
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investigation. The Trustee shall have no responsibility to see that the Construction Account is properly
applied, except as specifically provided herein.
Sinking Fund.The Trustee will deposit into the Sinking Fund from each rental payment
received by the Trustee pursuant to the Economic Development Leasean amount equal to the lesser of the
following: (i) all of such rental payment; or (ii) an amount which equals the sum of the principal and
interest on the Bonds due on, before or within twenty (20) days after the date such rental payment
becomes due. Any amounts contained inor credited tothe Sinking Fund on a Lease rental payment date
shall be credited against the rental amount then due from the Commission under the Economic
Development Lease. Any portion of a rental payment remaining after such deposit will be deposited by
the Trustee in the Operation Fund created under the Indenture. The Trustee will from time to time
withdraw from the Sinking Fund and will deposit in a special trust fund and make available to itself, as
Trustee, or to any Paying Agent, sufficient moneys for paying the principal of the Bonds at maturity or
upon mandatory sinking fund redemption, and to pay the interest on the Bonds as the same falls due.
Investment earnings, if any, in the Sinking Fund may be deposited in the Rebate Fund at the written
direction of the Authority.
Debt Service Reserve Fund. The Trustee will deposit in the Debt Service Reserve Fund an
amount equal to the Reserve Requirement at the time of delivery of Qualified Obligation 15. The Trustee
will maintain the Debt Service Reserve Fund and disburse the funds held in the Debt Service Reserve
Fund solely for the payment of interest on and principal of the Bonds, and only if moneys in the Sinking
Fund are insufficient to pay principal of and interest on the Bonds after making all the transfers thereto
required to be made from the Operation Fund. If moneys in the Debt Service Reserve Fund are used to
pay principal of or interest on the Bonds, the depletion of the balance in the Debt Service Reserve Fund
will be restored from rental payments under the Lease not needed for deposit into the Sinking Fund as
required by the Indenture. If moneys in the Debt Service Reserve Fund exceed the Reserve Requirement,
such excess will be transferred at least semiannually to the Sinking Fund.
Notwithstanding the foregoing, the Authority may satisfy the Reserve Requirement at any time by
purchasing a Reserve Fund Credit Facilityand causing such instrument to be deposited into the Debt
Service Reserve Fund for the benefit of the holders of the Bonds. If such deposit causes the Debt Service
Reserve Fund balance to be equal to the Reserve Requirement, moneys in the Debt Service Reserve Fund
which cause its balance to be in excess of the Reserve Requirement will be moved in accordance with the
Indenture, subject to the satisfaction of any Reserve Fund Reimbursement Obligations from such excess
as provided below. If a disbursement is made pursuant to a Reserve Fund Credit Facility, the Authority
shall be obligated (but solely from the Trust Estate), within twelve (12) monthsfrom the date on which
such disbursement was made, to cure such deficiency, by(i) reinstatingthe maximum limits of such
Reserve Fund Credit Facilityor (ii) depositingcash into the Debt Service Reserve Fund, or a combination
of such alternatives, so that the balance of the Debt Service Reserve Fund equals the Reserve
Requirement. The Trustee will include in the total amount held in the Debt Service Reserve Fund an
amount equal to the maximum principal amount which could be drawn by the Trustee under any such
Reserve Fund Credit Facilitythen on deposit with the Trustee. Amounts required to be deposited in the
Debt Service Reserve Fund will include any amount required to satisfy a Reserve Fund Reimbursement
Obligationfor any Reserve Fund Credit Facility. The Trustee is authorized to move the amounts to
satisfy anyReserve Fund Reimbursement Obligationto anyCredit Provider with respect to any Reserve
Fund Credit Facility.
In the event that the amount on deposit in the Debt Service Reserve Fund is lessthan the Reserve
Requirement, the Trustee will give notice to the Authority and the Commission of such deficiency, and
the Authority will cause the Commission to take all steps necessary to levy and collect the special benefits
tax in an amount necessary to provide sufficient Special Tax Revenuesin order to pay the Additional
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Rentals (as defined under the Lease) required to (i) restore the amount on deposit or credited to the Debt
Service Reserve Fund to the Reserve Requirement, and (ii) pay any Reserve Fund Reimbursement
Obligationthat is due, or will become due pending the collection of the Special Tax Revenues, and owing
to any Credit Provider.
If the moneys in the Debt Service Reserve Fund exceed the Reserve Requirement, the Trustee
will move the cash or Qualified Investments, in excess of that needed for amount therein to be equal to
the Reserve Requirement, from the Debt Service Reserve Fund to the Sinking Fund or the Operation
Fund, as directed by the Authority.
The Trustee will draw first on cashor Qualified Investments on deposit in the Debt Service
Reserve Fund and then on the Reserve Fund Credit Facilityor Facilities, if any, in accordance with the
terms thereof.
Notwithstanding the foregoing, for so long as(i)the 2016B Reserve Fund Credit Facilityremains
in full force and effect, and (ii) the long-term debt obligations of the 2016B Reserve Fund Insurerare
rated in one of the twohighest rating categories by a rating agency then rating Qualified Obligation 15 or
the Bond Bank Bonds;the prior written consent of the 2016B Reserve Fund Insurerwillbe a condition
precedent to the deposit of any Reserve Fund Credit Facility(other than the 2016B Reserve Fund Credit
Facility) provided in lieu of a cash deposit into the Debt Service Reserve Fund. Notwithstanding
anything to the contrary set forth in this Indenture, amounts on deposit in the Debt Service Reserve Fund
willbe applied solely to the payment of debt service on Qualified Obligation 15.
Notwithstanding the foregoing, for so long as the2016B Reserve Fund Credit Facilityremains in
full force and effect, the following provisions willapply:
(1)The Authority willrepay any draws under the 2016B Reserve Fund Credit
Facilityand pay all related reasonable expenses incurred by the 2016B Reserve Fund Insurer. Interest
willaccrue and be payable on such draws and expenses from the date of payment by the 2016B Reserve
Fund Insurerat the Late Payment Rate. “Late Payment Rate” means the lesser of: (a) the greater of: (i) the
per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank, N.A.
(“Chase”) at its principal office in the City of New York, as its prime or base lending rate (“Prime Rate”)
(any change in such Prime Rate to be effective on the date such change isannounced by Chase) plus 5%;
and (ii) the then applicable highest rate of interest on Qualified Obligation 15; and (b) the maximum rate
permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate willbe
computed on the basis of the actual number of days elapsed over a year of 360 days. In the event Chase
ceases to announce its Prime Rate publicly, Prime Rate willbe the publicly announced prime or base
lending rate of such national bank as the 2016B Reserve Fund Insurershall specify.
Repayment of draws and payment of expenses and accrued interest thereon at the Late
Payment Rate (collectively, “Policy Costs”) willcommence in the first month following each draw, and
each such monthly payment willbe in an amount at least equal to 1/12 of the aggregate of Policy Costs
related to such draw.
Amounts in respect of Policy Costs paid to the 2016B Reserve Fund Insurerwillbe
credited first to interest due, then to the expenses due and then to principal due. As and to the extent that
payments are made to the 2016B Reserve Fund Insureron account of principal due, the coverage under
the 2016B Reserve Fund Credit Facilitywill be increased by a like amount, subject to the terms of the
2016B Reserve Fund Credit Facility.
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All cash and investments in the Debt Service Reserve Fund allocated to Qualified
Obligation 15willbe transferred to the Sinking Fund for payment of debt service on Qualified Obligation
15before any drawing may be made on the 2016B Reserve Fund Credit Facilityor any other Credit
Facility credited to the Debt Service Reserve Fund in lieu of cash. Payment of any Policy Costs willbe
made prior to replenishment of any such cash amounts, and immediately upon such payment of such
Policy Costs the amount available to be drawn under the 2016B Reserve Fund Credit Facilitywillbe
automatically reinstated to the extent of the reimbursement of such Policy Costs, but only up to the
maximum amount of the Policy Limit. Draws on all Credit Facilities (including the 2016B Reserve Fund
Credit Facility) on which there is Available Coverage willbe made on a pro rata basis (calculated by
reference to the coverage then available thereunder) after applying all available cash and investments in
the Debt Service Reserve Fund. Payment of Policy Costs and reimbursement of amounts with respect to
other Credit Facilities willbe made on a pro rata basis prior to replenishment of any cash drawn from the
Debt Service Reserve Fund. “Available Coverage” means the coverage then available for disbursement
pursuant to the terms of the applicable alternative Debt Service Reserve Fund Credit Facilities without
regard to the legal or financial ability or willingness of the Credit Providers of such instruments to honor
a claim or draw thereon or the failure of such provider to honor any such claim or draw.
(2)If the Authority failsto pay any Policy Costs in accordance with the requirements
of clause (1) above, the 2016B Reserve Fund Insurerwillbe entitled to exercise any and all legal and
equitable remedies available to it, including those provided hereunder, other than: (i) acceleration of the
maturity of Qualified Obligation 15; or (ii) remedies which would adversely affect owners of Qualified
Obligation 15.
(3)The Indenture willnot be discharged until all Policy Costs owing to the 2016B
Reserve Fund Insurerhave been paid in full. The Authority’s obligation to pay such amounts will
expressly survive payment in full of Qualified Obligation 15.
(4)In order to secure the Authority’s payment obligations with respect to the Policy
Costs, there is hereby granted and perfected, in favor of the 2016B Reserve Fund Insurer, a security
interest (subordinate only to that of the owners of Qualified Obligation 15) in the Trust Estate.
(5)The Trustee willascertain the necessity for a claim upon the 2016B Reserve
Fund Credit Facilityand to provide notice to the 2016B Reserve Fund Insurerin accordance with the
terms of the 2016B Reserve Fund Credit Facilityat least five (5) business days prior to each date upon
which interest or principal is due on Qualified Obligation 15.
Operation Fund. The Operation Fund will be used only to pay necessary and incidental
expenses of the Authority (e.g. Trustee’s fees, required audits, attorney’s fees, appraisals, meetings,
reports and deposits into the Rebate Fund), the payment of any rebate to the United States government,
the payment of principal of and interest on the Bonds upon redemption or the purchase price of Bonds
purchased, and if the amount in the Sinking Fund at any time is less than the required amount, the Trustee
will transfer funds from the Operation Fund to the Sinking Fund in an amount sufficient to raise the
amount in the Sinking Fund to the required amount. Incidental expenses will be paid by the Trustee upon
the presentation of an affidavit executed by any two Authorized Representatives of the Authority stating
the character of the expenditure, the amount thereof and to whom due, together with the statement of the
creditor as to the amount owing, except for the payment of Trustee’s fees which require no affidavit from
the Authority.
Notwithstanding anything in the Indenture to the contrary, upon receipt by the Trustee of a
Request for Release of Funds (as defined below), the Trustee will as soon thereafter as practical release to
the Authority funds in the Operation Fund in accordance with such Request. For these purposes, a
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“Request for Release of Funds” means a written request made by the Authority which (i) is signed by two
Authorized Representatives of the Authority, (ii) sets forth the amount requested to be released from the
Operation Fund to the Authority, and (iii) includes a statement, accompanied by supporting schedules
prepared by an accountant or firm of accountants which verify the statement, that the balance to be held in
the Operation Fund immediately after such amount is released to the Authority are expected to be
sufficient to meet the known and anticipated payments and transfers to be satisfied from the Operation
Fund in the succeeding eighteen (18) months. The supporting schedules must identify with particularity
the anticipated sources and applications of funds. The statement and supporting schedules required by
clause (iii) above must not include anticipated investment earnings based on assumptions about
reinvestment rates, but may include known investment earnings scheduled to be received on then current
investments, and must include any known or anticipated gain or loss from the disposition of investments.
Notwithstanding the foregoing provisions of this paragraph, the Trustee will not so release funds from the
Operation Fund to the Authority during any time that there exists an uncured or unwaived event of default
under the Indenture, or an event which with notice or lapse of time or both would become such an event
of default, or if the Trustee determines that the information set forth in the Request for Release of Funds
(including the supporting schedules) is not reasonably consistent with the books and records of the
Trustee or is otherwise not accurate or appropriate.
Rebate Fund. If, in order to maintain the exclusion of interest on any series of Bonds from gross
income for federal income tax purposes (other than Bonds issued under the Indenture the interest on
which is notexcludable for federal income tax purposes), the Authority is required to rebate portions of
investment earnings to the United States government the Authority will compute the amount required to
be so rebated. At the written direction of the Authority, the Trustee will deposit such amount annually
into the Rebate Fund from the Operation Fund, or investment earnings on the Sinking Fund. The Trustee
will pay required rebates from the Rebate Fund as directed in writing by the Authority.
Investment of Funds.All funds will be invested by the Trustee in any oneor more Qualified
Investments (as defined in this appendix to the Official Statement). All funds will be invested by the
Trustee as directed by the Authority in writing in such Qualified Investments, and the Trustee will
allocate and deposit interest earnings to the fund or account to which the earnings are allocable, except as
otherwise provided in the Indenture. Fundsinvested for the Sinking Fund and the Rebate Fund will
mature prior to the time the funds invested will be needed for payment of principal of and interest on the
Bonds or rebate to the United States government. The Trustee is authorized to sell any securities so
acquired from time to time in order to make required payments from a particular fund or account. The
Trustee will not be liable for any losses occurring as a result of any such sale.
Redemption of Bonds. Whenever the amounts contained in the Sinking Fund and Operation
Fund are sufficient, together with any other funds deposited with the Trustee by the Authority (other than
amounts deposited into the Rebate Fund), to redeem, upon the next redemption date, all Bonds then
outstanding, the Trustee will,, upon written direction of the Authority,apply the amounts in such funds to
the redemption of the Bonds pursuant to the terms and conditions of the Indenture.
Purchase of Bonds. At the request of the Authority, the Trustee may remove funds from the
Operation Fund to be used for the redemption of Bonds, or for the purchase of Bonds.
REDEMPTION OF BONDS
The Authority has the right, at its option, to redeem, according to the procedures providedunder
the Indenture,the bonds of Qualified Obligation 15maturing on or after January 15, 2027, in whole or in
part, in any order of maturity or maturities selected by the Authority and by lot within any maturity, on
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any date not earlier than July 15, 2026, at face value, plus interest accrued to the date fixed for redemption
and without premium.
ADDITIONAL BONDS
Additional Bonds (as defined in this appendix of the Official Statement) may be issued under and
secured by the Indenture on a parity with the Bonds and any other bonds then outstanding only for the
purpose of refunding any of the Bonds then outstanding under the Indenture. The principal of and interest
on any Additional Bonds shall be payable on January 15and July 15of each year, beginning on the date
specified in the Supplemental Indenture authorizing the same.
Upon the execution and delivery of an appropriate supplement to the Indenture, the Authority will
execute and deliver to the Trustee and the Trustee will authenticate such Additional Bonds and deliver
them as may be directed by the Authority. Prior to the delivery of any Additional Bonds, there must be
filed with the Trustee:
(1)a copy, certified by the Secretary-Treasurer after Authority, of an amendment to the
Economic Development Lease, which requires the Commission to pay to the Authority
fixed annual rentals in an amount sufficient to pay the principal of and interest on such
Additional Bonds;
(2)an executed counterpart of such supplemental indenture, adding to the Trust Estate all
rights, titles and interests of the Authority under such amendment to the Economic
Development Lease;
(3)a report or a certificate prepared by an independent certified public account or an
independent financial advisor selected by the Authority supported by appropriate
calculations, stating that the Additional Bonds can be amortized, along with any other
Bondsthat are then outstanding under the Indenture, from lease rental payments pursuant
to the Economic Development Lease,asso amended;
(4)a copy, certified by the secretary-treasurer of the Authority, of the resolution, adopted by
the Board of Directors of the Authority, authorizing the execution and delivery of such
supplemental indenture and such Additional Bonds;
(5)a request and authorization to the Trustee by an officer of the Authority to authenticate
and deliver such Additional Bonds to the purchasers therein identified upon payment to
the Trustee of the purchase price thereof plus accrued interest thereon to the date of
delivery, as specified in such request and authorization;
(6)evidence that the amount on deposit in the Debt Service Reserve Fund will be not less
than the Reserve Requirement in effect upon the delivery of such Additional Bonds
(7)an opinion of recognized bond counsel to the effect that the issuance and sale of such
Additional Bonds will not result in interest on any Outstanding Bonds, the interest on
which is excludable for federal income tax purposes,becoming includable in the gross
income of the owners thereof for federal income tax purposes.
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COVENANTS OF AUTHORITY
In the Indenture, the Authority makes certain covenants to the Trustee for the benefit of
Registered Owners of the Bonds, including the following.
Observance of Provisions Contained in and Payment of Bonds. The Authority covenants and
agrees that it will faithfully observe any and all covenants, undertakings, stipulations and provisions
contained in the Indenture and each and every Bond, and will duly and punctually pay or cause to be paid
the principal of said Bonds and the interest thereon, at the times and places, and in the manner, mentioned
in the Bonds; provided however, that the obligations of the Authority under the Indenture and the Bonds
are special and limited obligations of the Authority, payable solely from and secured exclusively by the
Trust Estate.
Payment of Taxes on Leased Premises; Payment of Taxes by Trustee. The Authority
covenants that by the Economic Development Leaseit has required the Commission to pay the amount of
all taxes and assessments levied against the Economic Development Leased Premisesor the receipt of
rental payments under the Economic Development Lease. If the Commission should at any time fail to
pay any tax, assessment or other charge for which it is responsible under the Economic Development
Leasethe Trustee may, without obligation to inquire into the validity thereof, pay such tax, assessment, or
other charge, but without prejudice to the rights of the Trustee arising under the Indenture in consequence
of such default, and the amount of every payment so made at any time by the Trustee, with interest
thereon at the highest rate of interest of any of the Bonds when sold, whether or not then outstanding,
from the date of payment, will constitute an additional indebtedness of the Authority secured by the lien
of the Indenture, prior or paramount to the lien hereunder of any of the Bonds and the interest thereon.
Corporate Existence; Compliance with Laws. The Authority covenants that it will maintain its
existence; that it will not do or suffer to be done anything whereby its existence or its right to hold the
Economic Development Leased Premisesmight in any way be questioned. The Authority also covenants
that it will faithfully observe and comply with the terms of all applicable laws and ordinances of the State
of Indiana and any political or municipal subdivision thereof, relative to the Economic Development
Leased Premises.
Books of Record and Account. The Authority covenants that proper books of record and
account will be kept in which full, true and correct entries will be made of all dealings or transactions of
or in relation to the properties, business and affairs of the Authority. The Authority will: (i) at least
annually, furnish to the Trustee statements in reasonable detail showing the earnings, expenses and
financial condition of the Authority; (ii) from time to time furnish the Trustee such information as to the
propertyof the Authority as the Trustee reasonably requests; and (iii) on or before the expiration of ninety
(90) days after the end of each calendar year, file with the Trustee a certificate stating that all taxes then
due on the Economic Development Leased Premiseshave been duly paid (unless the Authority, in good
faith, contests any of said taxes, in which event the facts concerning such contest must be set forth), that
all insurance premiums required by the terms of the Indenture to be paid by the Authority have been duly
paid, and that the Authority is in existence under Indiana law. All books, documents and vouchers
relating to the properties, business and affairs of the Authority will at all times be open to the inspection
of such accountants or other agents as the Trustee may from time to time designate.
Maintenance of Leased Premises. The Authority covenants that it will maintain the Economic
Development Leased Premisesor caused the Economic Development Leased Premisesto be maintained
in good working conditions for the uses for which the Economic Development Leased Premisesare
intended, and will not dispose of the Economic Development Leased Premisesexcept as permitted by the
Indenture and the Economic Development Lease.
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Incurring Indebtedness.The Authority covenants that it will not incur any indebtedness, other
than Qualified Obligation 15, except (i) indebtedness permitted by the Indenture, or (ii) indebtedness
payable from income of the Authority derived from some source other than the rental payments under the
Economic Development Leasepledged under the Indenture, as long as any Bonds are Outstanding
thereunder.
Valid Lease; No Impairment. The Authority covenants that the Economic Development Lease
is valid and binding on the Authority, and that a full, true and correct copy of the Economic Development
Leaseis on file with the Trustee. The Authority further covenants that, upon the receipt by the Trustee of
the proceeds of the Bonds, it will forthwith proceed to acquire the Economic Development Leased
Premises;provided, however, in accordance with Section 3.04(a) hereof, the City has directed the
Authority and the Trustee to retain the Purchase Price for the Leased Premises in the Construction
Account and to hold such amounts therein, for and on behalf of the City, pending disbursement therefrom
to pay costs of the Economic Development Projects.The Authority agrees not to modify the terms of the
Economic Development Leasewhich would substantially impair or reduce the security of the owners of
the Bonds or agree to a reduction of the lease rental or other payments provided in the Economic
Development Leaseother than in connection with partial or total refunding of the Bonds, except as
otherwise provided in the Indenture.
Pursuit of Remedies upon Default. The Authority covenants that, upon any default in the
payment of lease rental or other amounts as provided in the Economic Development Leaseit will file a
suit to mandate the appropriation of sufficient funds from the sources provided in theEconomic
Development Leaseand pursue any other remedy permitted by law and necessary to collect and enforce
the payment of such rentals.
Tax Matters.The Authority represents, covenants and agrees it will not take any action nor fail
to take any actionwith respect to any series ofBonds that would result in the loss of the excludability of
interest on such series ofBonds from gross income for federal income tax purposes pursuant to Section
103 of the Code. Notwithstanding any other provisions of the Indenture, the covenants and authorizations
(the “Tax Sections”) which are designed to preserve the exclusion of interest on such series ofBonds
from gross income under federal income tax law (the “Tax Exemption”) need not be complied with if the
Authority receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary
to preserve the Tax Exemption. In addition, the Authority may elect to issue a series of 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
Bonds, by making such election on the date of delivery of such series of Bonds. In such case,the tax
covenants in the Indenture shall not apply to such series of Bonds.
INSURANCE
Insurance. The Authority covenants that by the Economic Development Leaseit has required
the Commission to carry combined bodily injury insurance, including accidentaldeath, and property
damage with reference to the Economic Development Leased Premisesin an amount not less than One
Million Dollars ($1,000,000) on account of each occurrence with one or more good and responsible
insurance companies. Such public liability insurance may be by blanket insurance policy or policies.
Beneficiaries of Insurance. The insurance policies required of the Authority by the Indenture, as
described above, will be for the benefit of, as their interests appear, the Trustee, the Authority, the
Commission and other persons having an insurable interest in the insured property. Any proceeds under
the policies relative to the property subject to the Economic Development Leasewill be payable to the
Trustee, and the Trustee is authorized to demand, collect and receipt for and recover any and all insurance
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moneys which may become due and payable under any of said policies of insurance and to prosecute all
necessary actions in the courts to recover any such insurance moneys.
Evidence of Insurance. Such insurance policies or a certificate of insurance will be maintained
by good and responsible commercial insurance companies, and shall be countersigned by an agent of the
insurer who is a resident of the State of Indiana. The public liability insurance required herein may be by
blanket insurance policy or policies or through a self-insurance program. A copy of such policies or
certificate of insurance will be deposited with the Trustee. Upon the request of the Trustee or an original
purchaser of the Bonds issued thereunder, the Authority will furnish to the Trustee or an original
purchaser of the Bonds issued thereunder a copy of each policy or certificate of insurance deposited with
the Trustee, and, on or before May 1of each year, the Authoritywill furnish to the Trustee or an original
purchaser of the Bonds issued thereunder, whichever is applicable, a schedule of all such policies which
were in force on the first day of such year. Such schedule will contain the names of the insurers, the
amounts of each policy or each certificate of insurance, the character of the risk insured. Trustee may rely
upon such policies, certificates or schedules without further inquiry.
Insurance by Trustee. If the Authority or the Commission at any time refuses,the Trustee may,
in its discretion, procure such insurance policies as are commercially available, and all moneys paid by
the Trustee for such insurance, together with interest thereon at the highest rate of interest on any of the
Bonds when sold, whetheror not then outstanding, will be repaid by the Authority upon demand, and will
constitute an additional indebtedness of the Authority secured by the lien of the Indenture, prior and
paramount to the lien hereunder of said Bonds and interest thereon. The Trustee, however, will not be
obligated to effect such insurance unless fully indemnified against the expense thereof and furnished with
means therefore.
CONDEMNATION OF ECONOMIC DEVELOPMENTLEASED PREMISES
In the event all or part of the Economic Development Leased Premisesis taken by exercise of
eminent domain, the proceedsof such condemnation award received by the Trustee or the Authority shall
be applied to the replacement or reconstruction of the condemned property by the Authority. In the event
theAuthority does not commence to replace or reconstruct the Economic Development Leased Premises
so condemned within ninety (90) days after any such condemnation or the Authority, having commenced
such replacement or reconstruction, abandons or fails diligently to prosecute the same, the Trustee may, in
its discretion, make or complete such replacements or reconstructions; provided however the Trustee is
not obligated to make or complete such replacement or reconstructions and if the Authority instructs the
Trustee not to undertake such work because the cost exceeds the amount of the condemnation proceeds
therefore, the Trustee may not make or complete such replacements or reconstructions. In case the
Authority neglects, fails or refuses to proceed forthwithin good faith with such replacement or
reconstruction of the condemned Economic Development Leased Premises, and such negligence, failure
or refusal continues for one hundred twenty (120) days, the Trustee, upon receipt of the condemnation
award, must (unless the Trustee proceeds to make such replacements or reconstructions) apply such
proceeds in the following manner: (i) if the proceeds are sufficient to redeem all of the then outstanding
Bonds and such Bonds are then subject to redemption, the Trustee will apply the proceeds to the
redemption of such Bonds in the manner provided in the Indenture as if such redemption had been at the
option ofthe Authority; (ii) if the proceeds are not sufficient to redeem all of the then outstanding Bonds
and such Bondsare then subject to redemption, the Trustee willapply the proceeds to the partial
redemption of outstanding Bonds at the earliest possible redemption date, without premium or penalty, in
the manner provided in theIndenture as if such redemption had beenmade at the option of the Authority;
and (iii) if such Bonds are not then subject to redemption, the Trustee shall apply the proceeds to the
redemption of outstanding Bonds, in whole or in part, at the earliest possible redemption date, without
premium orpenalty, in the manner provided in theIndenture as if such redemption had been made at the
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option of the Authority.See “Events of Defaultand Remedies--Application of Moneys”in this appendix
to the Official Statement.
If, at any time, the Economic Development Leased Premisesare totally or substantially
condemned and the amount of condemnation money received on account thereof by the Trustee is
sufficient to redeem all of the then outstanding Bonds and such Bonds are then subject to redemption, the
Authority, with the written approval of the Commission will direct the Trustee to use said moneys for the
purpose of calling for redemption all of the Bonds outstanding at the then current redemption price.
EVENTS OF DEFAULT AND REMEDIES
Events of Default. Each of the following events is defined as and declared to be an “event of
default” under the Indenture:
(i)Default in the payment on the due date of the interest on any Bonds;
(ii)Default in the payment on the due date of the principal of, or premium on, any Bond,
whether at the stated maturity thereof, or upon proceedings for the redemption thereof;
(iii)Default in the performance or observance of any other of the covenants or agreements of
the Authority in the Indenture or the Bonds, and the continuance thereof for aperiod of
sixty (60) days after written notice thereof to the Authority by the Trustee;
(iv)The Authority: (a) admits in writing its inability to pay its debts generally as they
become due; (b) files a petition in bankruptcy; (c) makes an assignment for the benefit of
its creditors; or (d) consents to or fails to contest the appointment of a receiver or trustee
for itself or of the whole or any substantial part of the Economic Development Leased
Premisesor the lease rentals due under the Economic DevelopmentLease;
(v)(a) The Authority is adjudged insolvent by a court of competent jurisdiction; (b) the
Authority, on a petition in bankruptcy filed against the Authority, is adjudged a bankrupt;
or (c) an order, judgment or decree is entered by any court of competent jurisdiction
appointing, without the consent of the Authority, a receiver or trustee of the Authority or
of the whole or any substantial part of the Economic Development Leased Premisesor
the lease rentals due under the Economic Development Leaseand any of the aforesaid
adjudications, orders, judgments or decrees is not vacated or set aside or stayed within
sixty (60) days from the date of entry thereof;
(vi)Any judgment is recovered against the Authority or any attachment or other court process
issues that becomes or creates a lien upon any of its property, and such judgment,
attachment or court process is not discharged or effectually secured within sixty (60)
days;
(vii)The Authority files a petition under the provisions of the United States Bankruptcy Code,
or files answer seeking the relief provided in said Bankruptcy Code;
(viii)A court of competent jurisdiction enters an order, judgment or decree approving a
petition filed against the Authority under the provisions of said Bankruptcy Code, and
such judgment, order or decree is not vacated or set aside or stayed within one hundred
twenty (120) days from the date of the entry thereof;
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(ix)Under the provisions of any other law now or hereafter existing for the relief or aid of
debtors, any court of competent jurisdiction assumes custody or control of the Authority
or of the whole or any substantial part of the Economic Development Leased Premises, or
the lease rentals due under the Economic Development Leaseand such custody or control
is not terminated within one hundred twenty (120) days from the date of assumption of
such custody or control;
(x)Failure of the Authority to bring suit to mandate the Commission to pay lease rentals
provided in the Economic Development Leaseor such other action to enforce the
Economic Development Leaseas is reasonably requested by the Trustee, if such rental is
more than sixty (60) days in default; or
(xi)The lease rental provided for in the Economic Development Leaseis not paid within ten
(10) days after it is due.
Remedies. If default occurswith respect to the payment of principal or interest due under the
Indenture, interest shall be payable on overdue principal and overdue interest at the rate of interest set
forth in each Bond.
In case of the happening and continuance of any event of default, the Trustee may, and shall upon
the written request of the Registered Owners of at least 25% in principal amount of the Bonds then
outstanding and upon being indemnified to its reasonable satisfaction, proceed to protect and enforce its
rights and therights of the Registered Owners of the Bonds by suit in equity or at law or in any court of
competent jurisdiction, whether for specific performance of any covenant or agreement contained in the
Indenture or in aid of any power granted in the Indenture, or for any foreclosure of or under the Indenture,
or for the enforcement of any other appropriate legal or equitable remedy.
In the case of the happening of an event of default and the filing of judicial proceedings to
enforce the rights of the Trustee or the Registered Owners of the Bonds, the Trustee may appoint a
receiver for the lease rentals under the Economic Development Leasepending the completion of such
proceedings.
Application of Moneys. Any moneys received by the Trustee or any receiver or Bondholder
pursuant to any right or action under the Indenture, together with any other amounts of cash which may
then be held by the Trustee as a part of the Trust Estate, shall be applied as follows:
(i)to the payment of all costs and expenses of any suit or suits to enforce the rights of the
Trustee or the Registered Owners of the Bonds;
(ii)to the payment of all other expenses of the trust created by the Indenture, with interest
thereon at the highest rate of interest on any of the Bonds when sold, whether or not then
outstanding;
(iii)to the payment of all the principal and accumulated and unpaid interest on the Bonds then
outstanding in full, if said proceeds are sufficient, but if not sufficient, then to the
payment thereof ratably without preference or priority of any one Bond over any other or
of interest over principal, or of principal over interest, or of any installment of interest
over any other installment of interest; and
(iv)any surplus thereof remaining, to the Authority, its successors or assigns, or to
whomsoever may be lawfully entitled to receive the same.
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Limitation of Rights. No Registered Owneror owners of any Bond have the right to institute
any proceeding in law or equity for the enforcement of the Indenture, or for the appointment of a receiver,
or for any other remedy under the Indenture, without first giving notice in writing to the Trustee of the
occurrence and continuance of an event of default as aforesaid, and unless the Registered Owners of at
least 25% in principal amount of the then outstanding Bonds have made written request to the Trustee and
have offered it reasonable opportunity either to proceed to exercise the powers granted under the
Indenture or to institute such action, suit or proceeding in its own name, and without also having offered
to the Trustee adequate security and indemnity against the cost, expenses and liabilities to be incurred by
the Trustee therein or thereby; and such notice, request and offer of indemnity may be required by the
Trustee as conditions precedent to the execution of the powers and trusts of the Indenture or to the
institution of any suit, action or proceeding at law or in equity for the enforcement thereof, for the
appointment of a receiver, or for any other remedy under the Indenture, or otherwise, in case of any such
default as aforesaid. No one or more Registered Owners of the Bonds has any right in any manner
whatsoever to affect, disturb or prejudice the lien of the Indenture by his or their action or to enforce any
right thereunder except in the manner therein provided, and all proceedings at law or in equity must be
instituted, had and maintained in the manner therein provided, and for the equal benefit of all Registered
Owners of outstanding Bonds. However, the right of any Registered Ownerof any Bond to receive
payment of the principal of and interest on such Bond on or after the respective due dates therein
expressed, or to institute suit for the recovery of any such payment on or after such respective dates, will
not be impaired or affected withoutthe consent of such Registered Owner.
No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in
any Bond, or because of the creation of any indebtedness thereby secured, may be had against any officer,
member, employee or agent, past, present or future, of the Authority, either directly or through the
Authority, by the enforcement of any assessment or by any legal or equitable proceeding or by virtue of
any statute or otherwise.
SUPPLEMENTAL INDENTURES
The Authority and the Trustee may, without the consent of the Registered Owners of the Bonds
then outstanding, from time to time and at any time, enter into such supplemental indentures:
(i)To cure any ambiguity or formal defect or omission in the Indenture, or in any
supplemental indenture, which does not adversely affect the rights of the Registered
Owners of any Bonds; or
(ii)To grant to or confer upon the Trustee, for the benefit of the Registered Owners, any
additional rights, remedies, powers, authority or security that may lawfully be granted to
or conferred upon the Registered Owners of any Bonds or the Trustee; or
(iii)To subject to the lien and pledge of the Indenture additional revenues, properties or
collateral; or
(iv)To modify, amend or supplement the Indenture or any indenture supplemental thereto in
such manner as to permit the qualification under the Trust Indenture Act of 1939 or any
similar federal statute hereafter in effect or to permit the qualification of the Bonds for
sale under the securities laws of the United States of America or of any of the states of
the United States of America, and, if they so determine, to add to the Indenture or any
indenture supplemental hereto such other terms, conditions and provisions as may be
permitted by the Trust Indenture Act of 1939 or similar federal statute; or
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(v)To evidence the appointment of a separate or co-trustee or the succession of a new
Trustee hereunder or the succession of a new registrar and/or paying agent; or
(vi)To provide for the issuance of Additional Bondsfor the purpose ofrefunding all or a
portion of any of the Bonds outstanding under the Indenture, as provided in the
Indenture; or
(vii)To amend the Indenture to permit the Authority to comply with any future federal tax law
or any covenants contained in any Supplemental Indenture with respect to compliance
with future federal tax law; or
(viii)For any other purpose which, in the judgment of the Authority and the Trustee does not
materially and adversely affect the interests of Bondholders.
In addition, the Registered Ownersof not less than a majority in aggregate principal amount of
the Bonds then outstanding have the right from time to time to consent to and approve the execution by
the Authority and the Trustee of such other supplemental indentures as are deemed necessary or desirable
by the Authority for the purpose of modifying, altering, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in the Indenture or in any supplemental indenture;
provided, however, that such supplemental indenture does not affect:
(i)An extension of the maturity of the principal or interest on any Bond; or
(ii)A reduction in the principal amount of any Bond or the rate of interest thereon; or
(iii)The creation of a lien upon the Trust Estate ranking prior to or on a parity with the lien
created by the Indenture; or
(iv)A preference or priority of any Bond or Bonds over any other Bond or Bonds; or
(v)A reduction in the aggregate principal amount of the Bonds required for consent to such
supplemental indenture.
Notwithstanding the foregoing, the rights and obligations of the Authority and of the Registered
Owners of the Bonds, and the terms and provisions of the Bonds and the Indenture, or any supplemental
indenture, may be modified or altered in any respect with the consent of the Authority, and the consent of
the Registered Owners of all the Bonds then outstanding.
DEFEASANCE
If, when the Bonds or any portion thereof have become due and payable in accordance with their
terms or have been duly called for redemption or irrevocable instructions to call such Bonds for
redemption have been given by the Authority to the Trustee, the whole amount of the principal and the
interest and the premium, if any, so due and payable upon all of such Bonds then outstanding is paid, or
(i) cash, or (ii) Government Obligations, which are noncallable by the issuer thereof, the principal of and
the interest on which when due without reinvestment will provide sufficient money, are held by the
Trustee (or any paying agent) for such purpose under the provisions of the Indenture, and provision is also
made for paying all Trustee’s and paying agents’ fees and expenses and other sums payable under the
Indenture by the Authority, then and in that case such Bonds shall no longer be deemed to be outstanding
under the Indenture, and in the event the foregoing applies to all Bonds, the right, title and interest of the
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Trustee will thereupon cease, determine and become void. Upon any such termination of the Trustee’s
title, on demand of the Authority, the Trustee will release the Indenture and execute such documents to
evidence such release as may be reasonably required by the Authority, and will turn over to the Authority
or to such officer, board or body as may then entitled by law to receive the same any surplus in the
Sinking Fund and in the Operation Fund created by the Indenture and all balances remaining in any other
fund or accounts other than moneys and obligations held for the redemption or payment of Bonds. In the
event money and/or Government Obligations are deposited with and held by the Trustee (or any paying
agent) as provided above, in addition to the requirements set forth in the Indenture, the Trustee will,
within 30 days, after such obligations have been deposited with it, cause a notice signed by the Trustee to
be mailed to the owners of such Bonds, setting forth (i) the date designated for the redemption of the
Bonds, (ii) a description of the obligations so held by it (iii) that the Registered Owners of such Bonds are
entitled to be paid principal and interest from such funds and income of such securities held by the
Trustee and not from the Sinking Fund or the Authority, (iv) that the Authority is released from all
liability with respect to the Bonds, and (v) in the event the redemption applies to all Bonds secured by the
Indenture, that the Indenture has been released.
If (1) cash, or (2) Government Obligations, which are noncallable by the issuer thereof, the
principal of and the interest on which when due without reinvestment will providesufficient money, or
(3) a combination of cash and such Government Obligations, are held by the Trustee (or any paying
agent) in trust for the payment of the whole amount of the principal of and the interest upon the Bonds
under the provisions of the Indenture, and provision is made for paying all Trustee’s and paying agents’
fees and expenses related thereto and other sums payable under the Indenture by the Authority, such
Bonds shall not be deemed outstanding under the Indenture and the Registered Ownersof such Bonds
shall be entitled to payment of any principal or interest from such funds and income of such obligations
held by the Trustee and not from the Sinking Fund or the Authority. The Trustee will, within 30 days
after such money and/or obligations have been deposited with it, cause a notice signed by the Trustee to
be mailed to the owners of such bonds, setting forth a description of the obligations so held by it, a
description of the Bonds payable from such deposited obligations and that the Registered Owners are
entitled to be paid principal and interest from such funds and income of such securities held by the
Trustee and not from the Sinking Fund or the Authority.
Any Bond not presented at the proper time and place for payment will be deemed tobe fully paid
when due if the money necessary to discharge the principal amount thereof and all interest then accrued
and unpaid thereon is held by the Trustee or any paying agent when or before the same become due. The
Registered Ownerof any such Bond is not entitled to any interest thereon after the maturity thereof nor to
any interest upon money so held by the Trustee or any paying agent.
DMS BJB3867330v4
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APPENDIX G
APPENDIX G
SUMMARY OF CERTAIN LEGAL DOCUMENTS RELATED
TO QUALIFIED OBLIGATION 16
The following is a summary of certain legal documents related to Qualified Obligation 16,
including summaries of certain provisions contained in the Energy Center Lease (as defined in this
Appendix) and the Energy Center Trust Indenture (as defined in this Appendix). The following
summaries do not purport to be a comprehensive description and are qualified in their entirety by
reference to the Energy Center Lease and the Energy Center Trust Indenture, respectively. During the
period of this offering, copies of the entire Energy Center Lease and Energy Center Trust Indenture are
available without charge from H.J. Umbaugh & Associates, Certified Public Accountants, LLP, 8365
Keystone Crossing, Suite 300, P. O. Box 40458, Indianapolis, Indiana.
G-1Key Definitions related to Qualified Obligation 16
G-2Summary of Certain Provisions of the Energy Center Lease
G-3Summary of Certain Provisions of the Energy Center Trust Indenture
APPENDIX G-1
KEY DEFINITIONS RELATED TO QUALIFIED OBLIGATION16
Unless otherwise defined in this Appendix or the context clearly indicates otherwise, the
following are definitions of certain key terms used in this Appendix. When used in this Appendix, such
key terms refer to Qualified Obligation 16(as defined herein), which terms may also be used in the
Energy Center Lease andthe Energy Center Trust Indenture. Any capitalized terms used in this Appendix
and not otherwise defined herein will have the meanings set forth in the Energy Center Lease andthe
Energy Center Trust Indenture.Capitalized terms used elsewhere in the Official Statement, including
other appendices hereto, shall have the meanings ascribed thereto, which meanings may be different than
the definitions of such capitalized terms used in this Appendix.
“Additional Bonds” means Bonds issued pursuant to the terms of the Energy Center Trust
Indenture.
“Authority” or “Carmel Redevelopment Authority” means the City of Carmel Redevelopment
Authority, a separate body corporate and politic organized and existing under Indiana Code 36-7-14.5, as
an instrumentality of the City.
“Authorized Representative” means any officer of the Authority, any officer of the Commission,
the Mayor of theCity, the fiscal officer of the City, the City engineer or such other officer of the
Authority, the Commission or the City or such other individual as the Authority, the Commission or the
City shall notify the Trustee in writing as being an Authorized Representative under the Indenture, with
evidence of such authority.
“Bond” or “Bonds” shall (unless the context shall otherwise require) mean any Bond or Bonds, or
all the Bonds, including Qualified Obligation 16and any Additional Bonds as the case may be,
authenticated, delivered and Outstanding under theIndenture.
“Bond Bank” shall mean The City of Carmel Local Public Improvement Bond Bank, a body
corporate and politic and an independent instrumentality, separate from the City in its corporate capacity
and not an agency of the City, established pursuant to Indiana Code 5-1.4, as amended, for the purpose of
exercising essential public functions.
“Bond Bank Bonds” means The City of Carmel Local Public Improvement Bond Bank
Multipurpose Bonds, Series 2016, dated May 5, 2016, issued in the original aggregate principal amount of
$214,455,000.
“Bond Bank Indenture” means the Trust Indenture, dated as of May 1, 2016, by and between the
Bond Bank and Bond Bank Trustee, authorizing and securing the Bond Bank Bonds.
“Bond Bank Trustee” means The Huntington National Bank, as trustee for the Bond Bank Bonds
pursuant to the terms of the Bond Bank Indenture.
“Business Day” means a day other than Saturday, Sunday, or day on which banking institutions
in the city in which the principal corporate trust office of the Trustee is located are required or authorized
by law to close or on which The New York Stock Exchange is closed.
“City” means City of Carmel, Indiana, a municipal corporation under the laws of the State of
Indiana.
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“Code” means the Internal Revenue Code of 1986, as amended and in effect on the date of
issuance of any Series of Bonds and the applicable judicial decisions and published rulings or any
applicable regulations promulgated or proposed thereunder or under the Internal Revenue Code of 1954,
as in effect immediately prior to the enactment of the Tax Reform Act of 1986.
“Commission” means the City of Carmel Redevelopment Commission, established under Indiana
Code 36-7-14,governing body of the District.
“Council Resolution” shall mean Resolution CC-01-04-16-04,adopted by the Common Council
of the City on January 4, 2016, approving the Energy Center Lease and the issuance of Qualified
Obligation 16.
“Credit Facility” means any letter of credit, revolving credit agreement, surety bond, reserve fund
surety policy, insurance policy or other similar credit or liquidity agreement or instrument.
“Credit Provider” means the issuer of any Credit Facility and its successor in such capacity and
their assigns. To qualify under the Indenture, the Credit Provider providing such Credit Facility shall be
either:
(i)an insurer whose long-term debt obligations are rated (at the time of issuance of
such Credit Facility) in one of the two highest Rating Categoriesby the Rating Agency or Rating
Agencies then rating the Bonds or the Bond Bank Bonds; or
(ii)a bank or trust company which has an outstanding, unsecured, uninsured and
unguaranteed debt issue rated (at the time of issuance of such Credit Facility) in one of the two
highest Rating Categories by the Rating Agency or Rating Agencies then rating the Bonds or the
Bond Bank Bonds.
“Debt Service Reserve Fund” meansthe Debt Service Reserve Fund created and established by
the Energy Center Trust Indenture.
“District” means the City of Carmel Redevelopment District.
“Energy Center Lease” or “the Lease” means the Lease Agreement, dated as of January 20, 2016,
as amended by the Addendum to Lease Agreement, dated as of May 5, 2016, each by and between the
Authority, as lessor, and the Commission, as lessee, as the same may be further amended from time to
time hereafter.
“Energy Center Leased Premises” or “the Leased Premises” means the premises subject to the
Energy Center Lease.
“Energy Center Lease Rentals” or “the Lease Rentals” means the lease rental payments payable
by the Commission under the Energy Center Lease.
“Energy Center Trust Indenture” or “the Indenture” means the Trust Indenture, dated as of May
1, 2016, by and between the Authority and the 2016C Trustee, authorizing and securing Qualified
Obligation 16.
“Escrow Account” means the account by that name created and establishedpursuant to the
Escrow Agreement for the purpose of providing for the defeasance of theRefunded Obligations.
G-1-2
“Escrow Agent” means The Huntington National Bank, as escrow agent under theEscrow
Agreement.
“Escrow Agreement” means the Escrow Agreement, dated as of May 1, 2016, byand among the
Bond Bank, the Escrow Agent and the Prior Trustee, for the purpose ofproviding for the advance
refunding of the Refunded Obligations.
“Fitch” means Fitch Ratings, or any successor thereof which qualifies as a Rating Agency under
the Indenture.
“Government Obligations” means(i) direct obligations of the United States of America or
obligations the payment of the principal of and interest on which are unconditionally guaranteed by the
United States of America, including, but not limited to, securities evidencing ownership interests in such
obligations or in specified portions thereof (which may consist of specific portions of the principal of or
interest on such obligations) and (ii) obligations of any state of the United States of America or any
political subdivision thereof, the full payment of principal of, premium, if any, and interest on which (a)
are unconditionally guaranteed or insured by the United States of America, or (b) are provided for by an
irrevocable deposit of securities described in clause (a) and are not subject to call or redemption by the
issuer thereof prior to maturity or for which irrevocable instructions to redeem have been given.
“Indenture” or “Energy Center Trust Indenture” means the Trust Indenture, dated as of May 1,
2016, by and between the Authority and the 2016C Trustee, authorizing and securing Qualified
Obligation 16.
“Interest Payment Date” means January 15 and July 15 of each year, commencing on January 15,
2017,with respect to Qualified Obligation 16.
“Moody’s” means Moody’s Investors Service or any successor thereof which qualifies as a
Rating Agency under the Indenture.
“Lease” or “Energy Center Lease” means the Lease Agreement, dated as of January 20, 2016, as
amended by the Addendum to Lease Agreement, dated as of May 5, 2016, each by and between the
Authority, as lessor, and the Commission, as lessee, as the same may be further amended from time to
time hereafter.
“Leased Premises” or “Energy Center Leased Premises” means the premises subject to the
Energy Center Lease.
“Lessee” shall mean the Commission, or any successor or assign, as lessee under the Lease.
“Operation Fund” means the Operation Fund created and established pursuant to the Energy
Center Trust Indenture.
“Paying Agent” initially meansThe Huntington National Bank, in Indianapolis, Indiana, a
national banking association organized and existing under the laws of the United States of America, or
any successor thereto.
“Prior Trustee” means The Huntington National Bank (successor trustee to WellsFargo Bank,
N.A.), as trustee under the Prior Trust Agreement.
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“Prior Trust Agreement” means the Trust Agreement, dated as of November 1,2010, by and
between CFP Carmel, Indiana Energy Center, LLC and the Prior Trustee,authorizing and securing the
Refunded Obligations.
“Qualified Investments” means those investments in: (i) Governmental Obligations; (ii) other
investments permitted by Indiana Code 5-13, as amended from time to time; (iii) money market funds
(including any money market fund for which the Trustee or any affiliate of the Trustee provides services
for a fee) the assets of which are obligations or, or guaranteed by, the United States of America and which
funds are rated at the time of purchase “Aaa” or “Am-G” (or their equivalent) or higher by S&P; (iv)
deposits constituting an obligation of a bank, as defined by the Indiana Banking Act, Indiana Code 28-2,
as amended (including deposits offered by the Trustee and its affiliates), whose outstanding unsecured
long-term issuer is rated at the time of deposit in any of the three highest Rating Categories by any Rating
Agency, and (v) U.S. Dollar denominated deposit accounts, federal funds and banker's acceptances with
domestic banks whose short term certificates of deposit are rated on the date of the purchase in any of the
three highest rating categories by any rating agency and maturing no more than 360 days after the date of
the purchase.
“Qualified Obligation 16” means the Authority’s Lease Rental Refunding Bonds, Series 2016C
(Energy Center Project), issued in the aggregate principal amount of $15,164,000 pursuant to the Energy
Center Trust Indenture. Qualified Obligation 16is also referred to as the “2016CBonds” under the terms
of the Energy CenterTrust Indenture.
“Rating Agency” or “Rating Agencies” means Fitch, S&P or Moody’s, according to which of
such rating agencies then rates a Bond or any Bond Bank Bonds; and provided that, if none of such rating
agencies then rates a Bond or any Bond Bank Bonds, the term “Rating Agency” or “Rating Agencies”
shall refer to any national rating agency (if any) that provides such rating.
“Rating Category” means one of the generic rating categories of the applicable Rating Agency,
without regard to any refinements or gradations of such generic rating category by numerical or other
modifier.
“Rebate Fund” means the Rebate Fund created and established pursuant to the Energy Center
Trust Indenture.
“Redemption Price” means, with respect to the Bonds outstanding under the Energy Center Trust
Indenture, the price at which the Bonds are redeemable as set forth in accordance with the terms of the
Energy Center Trust Indenture or any indenture supplemental thereto.
“Refunded Obligations” means the City of Carmel, Indiana, RedevelopmentDistrict Certificates
of Participation, Series 2010C, dated November 12, 2010, issued inthe original aggregate principal
amount of $16,300,000, and currently outstanding in theaggregate principal amount of $15,005,000,
issued pursuant to and secured by the PriorTrust Agreement.
“Registered Owner” or “Registered Owners” or “Bondholder” or “holder of Bonds” or “owner of
Bonds” or any similar term means the registered owner of any Bond, including the Bond Bank, and any
purchaser of Bonds being held for resale, including the Bond Bank.Initially, Qualified Obligation 16 will
be registered in the name of the Bond Bank as registered owner thereof.
“Registrar” means The Huntington National Bank and its successors and assigns.
G-1-4
“Reserve Fund Credit Facility” means any Credit Facility issued or provided by a Credit
Provider, (i) which may be deposited in a reserve account in the Debt Service Reserve Fund in lieu of or
in partial substitution for cash or Qualified Investments to be on deposit therein, and (ii) which shall be
payable (upon the giving of notice as required thereunder) on any due date on which moneys will be
required to be withdrawn from such reserve account in which such Credit Facility is deposited and
applied to the payment of the principal of or interest on any Bonds to which such Credit Facility relates.
“Reserve Fund Reimbursement Obligation” meansany obligation to reimburse the Credit
Provider of any Reserve Fund Credit Facility for any payment made under such Reserve Fund Credit
Facility or any other obligation to repay any amounts (including, but not limited to, fees or additional
interest)owing to the Credit Provider.
“Reserve Requirement” shall mean an amount equal to the maximum annual principal and
interest requirements on the Bonds. At the time of issuance of Qualified Obligation 16, the Reserve
Requirement means an amount equal to $1,237,775.
“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
or any successor thereof which qualifies as a Rating Agency under the Indenture.
“Series of Bonds” or “Bonds of a Series” or “Series” or words of similar meaning means any
Series of Bonds authorized by theIndenture or by a Supplemental Indenture.
“Sinking Fund” means the Sinking Fund created and established pursuant to the Energy Center
Trust Indenture.
“Special Tax Revenues” means the revenues derived the special benefits tax levied by the
Commission upon all taxable property in the District pursuant to the provisions of Indiana Code 36-7-14-
27.
“Supplemental Indenture” means an indenture supplemental to or amendatory of theIndenture,
executed by the Authority and the Trustee in accordance with terms of the Indenture.
“Trust Estate” has the meaning set forth in the preambles and granting clauses of the Energy
Center Trust Indenture, consisting of (i) all proceeds of all Bonds issued under the Energy Center Trust
Indenture and other cash and securities now or hereafter held in the funds and accounts (except the Rebate
Fund) created and established thereunder and the investment earnings thereon and all proceeds thereof;
(ii) all rights, titles and interests of the Authority under the Energy Center Lease; and (iii) all other
properties and moneys hereafter pledged to the Trustee by the Authority to the extent of that pledge.
“Trustee” means The Huntington National Bank, as trustee under the Energy Center Trust
Indenture, and its successor or successors in trust.
“2016CReserve Fund Credit Facility” means the Reserve Fund Credit Facility provided by the
2016CReserve Fund Insurer for deposit into the Debt Service Reserve Fund to satisfy the Reserve
Requirement with respect thereto upon the issuance of Qualified Obligation 16. The 2016CReserve Fund
Credit Facility constitutes a Reserve Fund Credit Facility (as such term is defined and used in this
Indenture) at the time of issuance thereof.
“2016CReserve Fund Insurer” means Assured Guaranty Municipal Corp., aNew York stock
insurance company, or any successor thereto or assignee thereof. The 2016CReserve Fund Insurer
constitutes a Credit Provider at the time of issuance of the 2016CReserve Fund CreditFacility.
G-1-5
APPENDIX G-2
SUMMARY OF CERTAIN PROVISIONS OF THE ENERGY CENTER LEASE
LEASE TERM AND RENTAL
Under the Energy Center Lease, the Authority leases to the Commission an interest in certain real
estate and certain road improvements which have been constructed thereon (collectively, the “Energy
Center Leased Premises”). Under the Energy Center Lease, the Commission agrees to pay the Authority
annual lease rental in amounts sufficient to pay the principal of and interest on the Bonds, together with
administrative expenses related to the Bonds.
At any time during the term of the Energy Center Lease the Energy Center Leased Premises may
be amended to add additional property to the Energy Center Leased Premises or remove any portion of
the Energy Center Leased Premises; provided, however, following such amendment, the rental payable
under the Energy Center Lease shall be based on the value of the portion of the Energy Center Leased
Premises which is available for use, and the rental payments due under the Energy Center Lease shall be
in amounts sufficient to pay when due all principal of and interest on all outstanding Bonds, together with
administrative expenses related to the Bonds.
The term of the Energy Center Lease will commence on the date onwhich the Commission
begins to make lease rental payments thereunder and will end on the day prior to a date not more than
twenty (20) years thereafter. However, the term of the Energy Center Lease will terminate at the earlier
of (a) the exercise by theCommission of the option to purchase the Energy Center Leased Premises, as
described below, or (b) the payment or defeasance of all bonds issued (i) to finance the cost of the Energy
Center Leased Premises, (ii) to refund all or a portion of such bonds, (iii) to refund all or a portion of such
refunding bonds, or (iv) to improve the Energy Center Leased Premises; provided that no bonds or other
obligations of the Lessor issued to finance theEnergy Center Leased Premises remain outstanding at the
time of such payment or defeasance. The Commission may renew the Energy Center Lease for a further
like, or lesser, term upon the same or like conditions as established in the Energy Center Lease. The
Commission must exercise this option by written notice sent tothe Authority and to the other parties to
the Maintenance and Use Agreements (as hereinafter defined) (at the addresses set forth in the respective
Maintenance and Use Agreements) on any rental payment date prior to expiration of the Energy Center
Lease.
The first lease rental payment for the Energy Center Leased Premises is due on the later of (i) the
date the Real Estate is acquired by the Authority, or (ii) a date to be determined at the time of the sale of
Qualified Obligation 16, but no earlier than July 1, 2016, as set forth in the addendum to lease be
endorsed on the Energy Center Lease by the parties thereto at the time of issuance of Qualified Obligation
16. Thereafter, rentals on the Energy Center Leased Premises are payable in advance in semi-annual
installments on January 1 and July 1 of each year during the term of the Energy Center Lease. Rentals
under the Energy Center Lease are to be paid by the Commission directly to the Trustee.
The Energy Center Lease also provides that the Commission will pay as further rental for the
Energy Center Leased Premises (i) all taxes and assessments levied against or on account of the Energy
Center Leased Premises, (ii) to the extent applicable to any series of Bonds, the amount required to be
rebated, or paid as a penalty, to the United States of America under Section 148(f) of the Internal Revenue
Code of 1986, as amended and in effect on the date of issue of the Bonds (“Code”), after taking into
account other available moneys, to prevent any series of Bonds from becoming arbitrage obligations
under Section 148 of the Code, if the interest of such series of Bonds is excludable from gross income
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under the Code for federal income tax purposes; and (iii) the amount necessary to restore the amount on
deposit or credited to the Debt Service Reserve Fund to an amount equal to the Reserve Requirement
upon receiving notice from the Trustee, pursuant to the terms of the Indenture, that the amount on deposit
or credited to the Debt Service Reserve Fund is less than the Reserve Requirement.
The Commission’s lease rental payments under theEnergy Center Leaseare payable solely from
the revenues derived from the special benefits tax levied by the Commission pursuant to Indiana Code 36-
7-14-27 (the “Special Tax Revenues”); provided, however, the Commission has reserved the right to pay
the lease rental payments or any other amounts due under the Lease from any other revenues legally
available to the Commission, including, but not limited to, incremental property tax revenues received by
the Commission from one or more allocation areas in the District pursuant to Indiana Code 36-7-14-39;
provided, further, that the Commission shall be under no obligation to pay any lease rental payments or
any other amounts due under the Lease from any moneys or properties of the Commission, except the
Special Tax Revenues received by the Commission.
ABATEMENT OF RENT
The Lease provides that, in the event the Energy Center Leased Premises is damaged or destroyed
or taken under the exercise of the power of eminent domain, so as to render it unfit, in whole or in part,
for use or occupancy by the Commission, it will then be the obligation the Authority to restore and
rebuild that portion of the Energy Center Leased Premises as promptly asmay be done, unavoidable
strikes and other causes beyond the control of the Authority excepted; provided, however, that the
Authority will not be obligated to expend on such restoration or rebuilding more than the amount of the
insurance or condemnation proceeds received by the Authority.
If any part of the Energy Center Leased Premises is partially or totally destroyed, or is taken
under the exercise of the power of eminent domain, so as to render it unfit, in whole or part, for use or
occupancy by theCommission, the rent will be abated for the period during which the Energy Center
Leased Premises or such part thereof is unfit or unavailable for use or occupancy, and the abatement will
be in proportion to the percentage of the Energy Center Leased Premises which is unfit or unavailable for
use or occupancy.
At any time during the term of the Energy Center Lease the Energy Center Leased Premises may
be amended to add additional property to the Energy Center Leased Premises or remove any portion of
the Energy Center Leased Premises; provided, however, following such amendment, the rental payable
under the Energy Center Lease shall be based on the value of the portion of the Energy Center Leased
Premises which is available for use, and the rental paymentsdue under the Energy Center Lease shall be
in amounts sufficient to pay when due all principal of and interest on all outstanding Bonds.
MAINTENANCE, ALTERATION, AND REPAIR
The Commission is responsible for operation, maintenance and repair of the Energy Center
Leased Premises; provided, however, the Commission may enter into agreements with one or more other
parties for the operation, maintenance, repair and alterations of all or any portion of the Energy Center
Leased Premises (the “Maintenance and UseAgreements”). Such other parties may assume all
responsibility for operation, maintenance, repairs and alterations to the Energy Center Leased Premises.
At the end of the term of the Energy Center Lease the Commission shall deliver the Energy Center Leased
Premises to the Authority in as good condition as at the beginning of the term, reasonable wear and tear
only excepted.
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INSURANCE
During the full term of the Energy Center Lease the Commission will, at its own expense,
maintain the following types of insurance policies and coverage:
(a)combined bodily injury insurance, including accidental death, and property damage
insurance with respect to the Energy Center Leased Premises in an amount not less than One Million
Dollars ($1,000,000) on account of each occurrence with one or more good and responsible insurance
companies;
(b)casualty insurance in an amount sufficient to replace the Leased Premises, but in no event
in an amount less than the amount necessary to retire the Bonds; and
(c)rent or rental value insurance in an amount equal to the full rental value of the Leased
Premises for a period of two (2) years against physical loss or damage of the type insured against pursuant
to the preceding paragraph.
Such policies must be for the benefit of persons having an insurable interest in the property and
must be made payable to the Authority, the Commission, and the Trustee, and such other person or
persons as the Authority may designate. If, at any time, the Commission fails to maintain the above
described insurance, the Authority may, but is not required to, obtain such insurance and the amount paid
therefor will be added to the amount of rental payable by the Commission under the Energy Center
Lease. Another party may obtain such insurance policies and satisfy the requirements of the Energy
Center Lease as long as the Commission, the Authority and the Trustee are named as additional insureds
under such policies. Such coverage may be provided by scheduling it under a blanket insurance policy or
policies.
At any time during the term of the Energy Center Lease the Energy Center Leased Premises may
be amended to add additional property to the Energy Center Leased Premises or remove any portion of
the Energy Center Leased Premises; provided, however, following such amendment, the rental payable
under the Energy Center Lease shall be based on the value of the portion of the Energy Center Leased
Premises which is available for use, and the rental payments due under the Energy Center Lease shall be
in amounts sufficient to pay when due all principal of and interest on all outstanding Bonds.
EMINENT DOMAIN
If title to or the temporary use of the Energy Center Leased Premises, or any part thereof, should
be taken under the exercise or the power of eminent domain by any governmental body or by any person,
firm or corporation acting under governmental authority, any net proceeds received from any award made
in such eminent domain proceedings will be paid to and held by the Trustee under the Indenture. Within
ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting
condemnation, the Commission shall direct the Authority and Trustee in writing that such proceeds shall
be applied either to (i) restore the Energy Center Leased Premises to substantially the same condition as it
existed prior to the exercise of that power of eminent domain, or (ii) acquire, by construction or
otherwise, other improvements suitable for the Commission’s operations on the Energy Center Leased
Premises and which are in furtherance of the purposes of the Act (the improvements shall be deemed a
part of the Energy Center Leased Premises and available for use and occupancy by the Lessee without the
payment of any rent other than as herein provided, to the same extent as if such other improvements were
specifically described herein and demised hereby). Any balance of the net proceeds of the award in such
eminent domain proceedings not required to be applied for the purposes specified in subsections (i) or (ii)
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above shall be deposited in the sinking fund held by the Trustee under the Indenture and applied to the
repayment of the series of Bonds secured by such Lease.
TAX COVENANTS
In order to preserve the exclusion of interest any series of Bonds from gross income for federal
income tax purposes (other than Bonds issued under the Indenture the interest on which is not excludable
for federal income tax purposes)(the “Tax-Exempt Bonds”) and as an inducement to purchasers of the
Tax-Exempt Bonds, the Commission and the Authority have each covenanted and agreed that neither the
Commission nor the Authority will take any action or fail to take any action with respect to the Tax-
Exempt Bonds that would result in the loss of the exclusion from gross income for federal income tax
purposes of interest on the Tax-Exempt Bonds pursuant to Section 103 of the Code and the regulations
thereunder as applicable to the Tax-Exempt Bonds, including, without limitation, the taking of such
action as is necessary to rebate or cause to be rebated arbitrage profits on Tax-Exempt Bond proceeds, or
other monies treated as Tax-Exempt Bond proceeds, to the federal government as provided in Section 148
of the Code.
DEFAULTS
The Lease provides that, if the Commission defaults (a) in the payment of rentals or other sums
payable to the Authority under the Energy Center Lease or (b) in the observance of any other covenant,
agreement or condition thereof, and such default shall continue for ninety (90) days after written notice to
correct the same, then, in any or either of such events, the Authority may proceed to protect and enforce
its rights by suit or suits in equity or at law in any court of competent jurisdiction, whether for specific
performance of any covenant or agreement contained therein or for the enforcement of any other
appropriate legal or equitable remedy, or the Authority, at its option, without further notice, may
terminate the estate and interest of the Commission thereunder, and the Authority may resume possession
ofthe Energy Center Leased Premises subject thereto. The exercise by the Authority of its right to
terminate such Lease will not release the Commission from the performance of any obligation thereof
maturing prior to the Authority’s actual entry into possession.
OPTION TO RENEW
The Authorityhas granted the Commission the right and option to renew the Energy Center Lease
for a further like or lesser term upon the same or like conditions astherein contained, and applicable to
the portion of the premises for which the renewal applies, and the Commission may exercise suchoption
by written notice to the Authority, and to the other parties to any Maintenance and Use Agreements at the
addresses set forth in the respective Maintenance and Use Agreements (if any), given upon any rental
payment date prior to the expiration of the Energy Center Lease.
OPTION TO PURCHASE
The Commission has the right and option, under the Energy Center Lease to purchase the Energy
Center Leased Premises, or any portion thereof, on any date upon 60 days’ written notice to the Authority,
at a price which is equal to the amount required to enable the Authority to pay all indebtedness incurred
on account of the Energy Center Leased Premises, or such portion thereof (including indebtedness
incurred for the refunding of that indebtedness), including accrued and unpaid interest to the first date on
which bonds may be redeemed and all premiums, if any, payable upon the redemption thereof. In no
event, however, shall such purchase price exceed the capital actually invested by the Authority
represented by outstanding securities or existing indebtedness, plus the cost of transferring property.
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TRANSFER OF OWNERSHIP
The Lease provides that, in the event the Commission has not exercised its option to purchase the
Energy Center Leased Premises and has not exercised its option to renew the Energy Center Lease as
described above, then, upon full performance by the Commission of its obligations under the Energy
Center Lease the Energy Center LeasedPremises will become the absolute property of the Commission,
and the Authority will execute the proper instruments conveying to the Commission, or to any entity
(including the City and any other party to the Maintenance and Use Agreements) designated by the
Commission, all of the Authority’s right, title and interest to the Energy Center Leased Premises, or such
portion thereof.
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APPENDIX G-3
SUMMARY OF CERTAIN PROVISIONS OF THE ENERGY CENTER TRUST INDENTURE
REVENUES, FUNDS AND ACCOUNTS
Creation of Funds and Accounts
The Authority creates and establishes the following Funds and Accounts to be held by the Trustee
under the Indenture:
(i)Sinking Fund;
(ii)Debt Service Reserve Fund;
(iii)Operation Fund; and
(iv)Rebate Fund.
Deposit of Net Proceeds of Bonds, Revenues and Other Receipts.
With regard to the proceeds from the sale of Qualified Obligation 16, the Authority shall be
deemed to have received an aggregate amount equal to $18,170,403.87(which amount represents the par
amount of Qualified Obligation 16(i.e., $15,164,000.00), plus a portion of the net original issue premium
with respect to the Bond Bank Bonds that is allocable to Qualified Obligation 16(i.e., $3,006,403.87)).
From the proceeds of the sale of Qualified Obligation 16, the Authority agrees that:
(i)$260,723.03 of such amount shall be deemed to have been received by the Authority and
used for the purpose of paying the costs of issuance for Qualified Obligation 16;
provided, however, the Authority agrees that such funds will be retained by the Bond
Bank and used by the Bond Bank for the purpose of paying all or a portion of the costs of
issuance of the Bond Bank Bonds allocable to Qualified Obligation 16 (including a
portion of the underwriters’ discount with respect to the Bond Bank Bonds in the amount
of $60,656.00, and the premium for the 2016C Reserve Fund Credit Facility to be paid by
the underwriter for the Bond Bank Bonds directly to the 2016C Reserve Fund Insurer, for
and on behalf of the Authority, in the amount of $38,989.91); and
(ii)$17,909,680.84 of such amount shall be deemed to have been received by the Authority
as the net purchase price of Qualified Obligation 16, used by the Authority to acquire the
Energy Center Leased Premises, and received by the Commission as the purchase price
for the Energy Center Leased Premises; provided, however, the Authority and the
Commission have agreed that such funds will be retained by the Bond Bank and
immediately transferred to the Escrow Agent for deposit into the Escrow Account, which
will be used, together with other moneys released under the Prior Trust Agreement in an
aggregate amount equal to $687,453.26, to defease and refund the Refunded Obligations
on behalf of the Commission.
The Trustee will deposit the net proceeds of any subsequent Series of Bonds as provided in the
Supplemental Indenture for that Series of Bonds.
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OPERATION OF FUNDS AND ACCOUNTS
Sinking Fund. The Trustee will deposit into the Sinking Fund from each rental payment
received by the Trustee pursuant to the Energy Center Lease an amount equal to the lesser of the
following: (i) all of such rental payment; or (ii) an amount which equals the sum of the principal and
interest on the Bonds due on, before or within twenty (20) days after the date such rental payment
becomes due. Any amounts contained in or credited to the Sinking Fund on a Lease rental payment date
shall be credited against the rental amount then due from the Commission under the Energy Center Lease.
Any portion of a rental payment remaining after such deposit will be deposited by the Trustee in the
Operation Fund created under the Indenture. The Trustee will from time to time withdraw from the
Sinking Fund and will deposit in a special trust fund and make available to itself, as Trustee, or to any
Paying Agent, sufficient moneys for paying the principal of the Bonds at maturity or upon mandatory
sinking fund redemption, and to pay the interest on the Bonds as the same falls due. Investment earnings,
if any, in the Sinking Fund may be deposited in the Rebate Fund at thewritten direction of the Authority.
Debt Service Reserve Fund. The Trustee will deposit in the Debt Service Reserve Fund an
amount equal to the Reserve Requirement at the time of delivery of Qualified Obligation 16. The Trustee
will maintain the Debt Service Reserve Fund and disburse the funds held in the Debt Service Reserve
Fund solely for the payment of interest on and principal of the Bonds, and only if moneys in the Sinking
Fund are insufficient to pay principal of and interest on the Bonds after making all the transfers thereto
required to be made from the Operation Fund. If moneys in the Debt Service Reserve Fund are used to
pay principal of or interest on the Bonds, the depletion of the balance in the Debt Service Reserve Fund
will be restored from rental payments under the Lease not needed for deposit into the Sinking Fund as
required by the Indenture. If moneys in the Debt Service Reserve Fund exceed the Reserve Requirement,
such excess will be transferred at least semiannually to the Sinking Fund.
Notwithstanding the foregoing, the Authority may satisfy the Reserve Requirement at any time by
purchasing a Reserve Fund Credit Facility and causing such instrument to be deposited into the Debt
Service Reserve Fund for the benefit of the holders ofthe Bonds. If such deposit causes the Debt Service
Reserve Fund balance to be equal to the Reserve Requirement, moneys in the Debt Service Reserve Fund
which cause its balance to be in excess of the Reserve Requirement will be moved in accordance with the
Indenture, subject to the satisfaction of any Reserve Fund Reimbursement Obligations from such excess
as provided below. If a disbursement is made pursuant to a Reserve Fund Credit Facility, the Authority
shall be obligated (but solely from the Trust Estate), within twelve (12) months from the date on which
such disbursement was made, to cure such deficiency, by (i) reinstating the maximum limits of such
Reserve Fund Credit Facility or (ii) depositing cash into the Debt Service Reserve Fund, or a combination
of such alternatives, so that the balance of the Debt Service Reserve Fund equals the Reserve
Requirement. The Trustee will include in the total amount held in the Debt Service Reserve Fund an
amount equal to the maximum principal amount which could be drawn by the Trustee under any such
Reserve Fund Credit Facility then on deposit with the Trustee. Amounts required to be deposited in the
Debt Service Reserve Fund will include any amount required to satisfy a Reserve Fund Reimbursement
Obligation forany Reserve Fund Credit Facility. The Trustee is authorized to move the amounts to
satisfy any Reserve Fund Reimbursement Obligation to any Credit Provider with respect to any Reserve
Fund Credit Facility.
In the event that the amount on deposit in the Debt Service Reserve Fund is less than the Reserve
Requirement, the Trustee will give notice to the Authority and the Commission of such deficiency, and
the Authority will cause the Commission to take all steps necessary to levy and collect the special benefits
tax in an amount necessary to provide sufficient Special Tax Revenues in order to pay the Additional
Rentals (as defined under the Lease) required to (i) restore the amount on deposit or credited to the Debt
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Service Reserve Fund to the Reserve Requirement, and (ii) pay any Reserve Fund Reimbursement
Obligation that is due, or will become due pending the collection of the Special Tax Revenues, and owing
to any Credit Provider.
If the moneys in the Debt Service Reserve Fund exceed the Reserve Requirement, the Trustee
will move the cash or Qualified Investments, in excess of that needed for amount therein to be equal to
the Reserve Requirement, from the Debt Service Reserve Fund to the Sinking Fund or the Operation
Fund, as directed by the Authority.
TheTrustee will draw first on cash or Qualified Investments on deposit in the Debt Service
Reserve Fund and then on the Reserve Fund Credit Facility or Facilities, if any, in accordance with the
terms thereof.
Notwithstanding the foregoing, for so long as(i)the 2016C Reserve Fund Credit Facilityremains
in full force and effect, and (ii) the long-term debt obligations of the 2016C Reserve Fund Insurer are
rated in one of the two highest rating categories by a rating agency then rating Qualified Obligation 16 or
the Bond Bank Bonds;the prior written consent of the 2016C Reserve Fund Insurerwillbe a condition
precedent to the deposit of any Reserve Fund Credit Facility(other than the 2016C Reserve Fund Credit
Facility) provided in lieu of a cash deposit into the Debt Service Reserve Fund. Notwithstanding
anything to the contrary set forth in this Indenture, amounts on deposit in the Debt Service Reserve Fund
willbe applied solely to the payment of debt service on Qualified Obligation 16.
Notwithstanding the foregoing, for so long as the 2016C Reserve Fund Credit Facilityremains in
full force and effect, the following provisions willapply:
(1)The Authority willrepay any draws under the 2016C Reserve Fund Credit
Facilityand pay all related reasonable expenses incurred by the 2016C Reserve Fund Insurer. Interest
willaccrue and be payable on such draws and expenses from the date of payment by the 2016C Reserve
Fund Insurerat the Late Payment Rate. “Late Payment Rate” means the lesser of: (a) the greaterof: (i) the
per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank, N.A.
(“Chase”) at its principal office in the City of New York, as its prime or base lending rate (“Prime Rate”)
(any change in such Prime Rate to be effective on the date such change is announced by Chase) plus 5%;
and (ii) the then applicable highest rate of interest on Qualified Obligation 16; and (b) the maximum rate
permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate willbe
computed on the basis of the actual number of days elapsed over a year of 360 days. In the event Chase
ceases to announce its Prime Rate publicly, Prime Rate willbe the publicly announced prime or base
lending rate of such national bank as the 2016C Reserve Fund Insurershall specify.
Repayment of draws and payment of expenses and accrued interest thereon at the Late
Payment Rate (collectively, “Policy Costs”) willcommence in the first month following each draw, and
each such monthly payment willbe in an amount at least equal to 1/12 of the aggregate of Policy Costs
related to such draw.
Amounts in respect of Policy Costs paid to the 2016C Reserve Fund Insurerwillbe
credited first to interest due, then to the expenses due and then to principal due. As and to the extent that
payments are made to the 2016C Reserve Fund Insureron account of principal due, the coverage under
the 2016C Reserve Fund Credit Facilitywill be increased by a like amount, subject to the terms of the
2016C Reserve Fund Credit Facility.
All cash and investments in the Debt Service Reserve Fund allocated to Qualified
Obligation 16willbe transferred to the Sinking Fund for payment of debt service on Qualified Obligation
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16before any drawing may be made on the 2016C Reserve Fund Credit Facilityor any other Credit
Facility credited to the Debt Service Reserve Fund in lieu of cash. Payment of any Policy Costs willbe
made prior to replenishment of any such cash amounts, and immediately upon such payment of such
Policy Costs the amount available to be drawn under the 2016C Reserve Fund Credit Facilitywillbe
automatically reinstated to the extent of the reimbursement of such Policy Costs, but only up to the
maximum amount of the Policy Limit. Draws on all Credit Facilities (including the 2016C Reserve Fund
Credit Facility) on which there is Available Coverage willbe made on a pro rata basis (calculated by
reference to the coverage then available thereunder) after applying all available cash and investments in
the Debt Service Reserve Fund. Payment of Policy Costs and reimbursement of amounts with respect to
other Credit Facilities willbe made on a pro rata basis prior to replenishment of any cash drawn from the
Debt Service Reserve Fund. “Available Coverage” means the coverage then available for disbursement
pursuant to the terms of the applicable alternative Debt Service Reserve Fund Credit Facilities without
regard to the legal or financial ability or willingness of the Credit Providers of such instruments to honor
a claim or draw thereon or the failure of such provider to honor any such claim or draw.
(2)If the Authority failsto pay any Policy Costs in accordance with the requirements
of clause (1) above, the 2016C Reserve Fund Insurerwillbe entitled to exercise any and all legal and
equitable remedies available to it, including those provided hereunder, other than: (i) acceleration of the
maturity of Qualified Obligation 16; or (ii) remedies which would adversely affect owners of Qualified
Obligation 16.
(3)The Indenture willnot be discharged until all Policy Costs owing to the 2016C
Reserve Fund Insurerhave been paid in full. The Authority’s obligation to pay such amounts will
expressly survive payment in full of Qualified Obligation 16.
(4)In order tosecure the Authority’s payment obligations with respect to the Policy
Costs, there is hereby granted and perfected, in favor of the 2016C Reserve Fund Insurer, a security
interest (subordinate only to that of the owners of Qualified Obligation 16) in the Trust Estate.
(5)The Trustee willascertain the necessity for a claim upon the 2016C Reserve
Fund Credit Facilityand to provide notice to the 2016C Reserve Fund Insurerin accordance with the
terms of the 2016C Reserve Fund Credit Facilityat least five (5) business days prior to each date upon
which interest or principal is due on Qualified Obligation 16.
Operation Fund. The Operation Fund will be used only to pay necessary and incidental
expenses of the Authority (e.g. Trustee’s fees, required audits, attorney’s fees, appraisals, meetings,
reports and deposits into the Rebate Fund), the payment of any rebate to the United States government,
the payment of principal of and interest on the Bonds upon redemption or the purchase price of Bonds
purchased, and if the amount in the Sinking Fund at any time is less than the required amount, the Trustee
will transfer funds from the Operation Fund to the Sinking Fund in an amount sufficient to raise the
amount in the Sinking Fund to the required amount. Incidental expenses will be paid by the Trustee upon
the presentation of an affidavit executed by any two Authorized Representatives of the Authority stating
the character of the expenditure, the amount thereof and to whom due, together with the statement of the
creditor as to the amount owing, except for the payment of Trustee’s fees which require no affidavit from
the Authority.
Notwithstanding anything in the Indenture to the contrary, upon receipt by the Trustee of a
Request for Release of Funds (as defined below), the Trustee will as soon thereafter as practical release to
the Authority funds in the Operation Fund in accordance with such Request. For these purposes, a
“Request for Release of Funds” means a written request made by the Authority which (i) is signed by two
Authorized Representatives of the Authority, (ii) sets forth the amount requested to be released from the
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Operation Fund to the Authority, and (iii) includes a statement, accompanied by supporting schedules
prepared by an accountant or firm of accountants which verify the statement, that the balance to be held in
the Operation Fund immediately after such amount is released to the Authority are expected to be
sufficient to meet the known and anticipated payments and transfers to be satisfied from the Operation
Fund in the succeeding eighteen (18) months. The supporting schedules must identify with particularity
the anticipated sources and applications of funds. The statement and supporting schedules required by
clause (iii) above must not include anticipated investment earnings based on assumptions about
reinvestment rates, but may include known investment earnings scheduled to be received on then current
investments, and must include any known or anticipated gain or loss from the disposition of investments.
Notwithstanding the foregoing provisions of this paragraph, the Trustee will not so release funds from the
Operation Fund to the Authority during any time that there exists an uncured or unwaived event of default
under the Indenture, or an event which with notice or lapse of time or both would become such an event
of default, or if the Trustee determines that the information set forth in the Request for Release of Funds
(including the supporting schedules) is not reasonably consistent with the books and records of the
Trustee or is otherwise not accurate or appropriate.
Rebate Fund. If, in order to maintain the exclusion of interest on any series of Bonds from gross
income for federal income tax purposes (other than Bonds issued under the Indenture the interest on
which is not excludable for federal income tax purposes), the Authority is required to rebate portions of
investment earnings to the United States government the Authority will compute the amount required to
be so rebated. At the written direction of the Authority, the Trustee will deposit such amount annually
into the Rebate Fund from the Operation Fund, or investment earnings on the Sinking Fund. The Trustee
will pay required rebates from the Rebate Fund as directed in writing by theAuthority.
Investment of Funds. All funds will be invested by the Trustee in any one or more Qualified
Investments (as defined in this appendix to the Official Statement). All funds will be invested by the
Trustee as directed by the Authority in writingin such Qualified Investments, and the Trustee will
allocate and deposit interest earnings to the fund or account to which the earnings are allocable, except as
otherwise provided in the Indenture. Funds invested for the Sinking Fund and the Rebate Fund will
mature prior to the time the funds invested will be needed for payment of principal of and interest on the
Bonds or rebate to the United States government. The Trustee is authorized to sell any securities so
acquired from time to time in order to make required payments from a particular fund or account. The
Trustee will not be liable for any losses occurring as a result of any such sale.
Redemption of Bonds. Whenever the amounts contained in the Sinking Fund and Operation
Fund are sufficient, together with any other funds deposited with the Trustee by the Authority (other than
amounts deposited into the Rebate Fund), to redeem, upon the next redemption date, all Bonds then
outstanding, the Trustee will, , upon written direction of the Authority,apply the amounts in such funds to
the redemption of the Bonds pursuant to the terms and conditions of the Indenture.
Purchase of Bonds. At the request of the Authority, the Trustee may remove funds from the
Operation Fund to be used for the redemption of Bonds, or for the purchase of Bonds.
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REDEMPTION OF BONDS
The Authority has the right, at its option, to redeem, according to the procedures providedunder
the Indenture,bonds ofQualified Obligation 16maturing on or after January 15, 2027, in whole or in
part, in any order of maturity or maturities selected by the Authority and by lot within any maturity, on
any date not earlier than July 15, 2026, at face value, plus interest accrued to the date fixed for redemption
and without premium.
ADDITIONAL BONDS
Additional Bonds (as defined in this appendix of the Official Statement) may be issued under and
secured by the Indenture on a parity with the Bonds and any other bonds then outstanding only for the
purpose of refunding any of the Bonds then outstanding under the Indenture. The principal of and interest
on any Additional Bonds shall be payable on January 15 and July 15 of each year, beginning on the date
specified in the Supplemental Indenture authorizing the same.
Upon the execution and delivery of an appropriate supplement to the Indenture, the Authority will
execute and deliver to the Trustee and the Trustee will authenticate such Additional Bonds and deliver
them as may be directed by the Authority. Prior to the delivery of any Additional Bonds, there must be
filed with the Trustee:
(1)a copy, certified by the Secretary-Treasurer after Authority, of an amendment to the
Energy Center Lease, which requires the Commission to pay to the Authority fixed
annual rentals in an amount sufficient to pay the principal of and interest on such
Additional Bonds;
(2)an executed counterpart of such supplemental indenture, adding to the Trust Estate all
rights, titles and interests of the Authority under such amendment to the Energy Center
Lease;
(3)a report or a certificate prepared by an independent certified public account or an
independent financial advisor selected by the Authority supported by appropriate
calculations, stating that the Additional Bonds can be amortized, along with any other
Bonds that are then outstandingunder the Indenture, from lease rental payments pursuant
to the Energy Center Lease, asso amended;
(4)a copy, certified by the secretary-treasurer of the Authority, of the resolution, adopted by
the Board of Directors of the Authority, authorizing the execution and delivery of such
supplemental indenture and such Additional Bonds;
(5)a request and authorization to the Trustee by an officer of the Authority to authenticate
and deliver such Additional Bonds to the purchasers therein identified upon payment to
the Trustee of the purchase price thereof plus accrued interest thereon to the date of
delivery, as specified in such request and authorization;
(6)evidence that the amount on deposit in the Debt Service Reserve Fund will be not less
than the Reserve Requirement in effect upon the delivery of such Additional Bonds
(7)an opinion of recognized bond counsel to the effect that the issuance and sale of such
Additional Bonds will not result in interest on any Outstanding Bonds, the interest on
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which is excludable for federal income tax purposes, becoming includable in the gross
income of the owners thereof for federal income tax purposes.
COVENANTS OF AUTHORITY
In the Indenture, the Authority makes certain covenants to the Trustee for the benefit of
Registered Owners of the Bonds, including the following.
Observance of Provisions Contained in and Payment of Bonds. The Authority covenants and
agrees that it will faithfully observe any and all covenants, undertakings, stipulations and provisions
contained in the Indenture and each and every Bond, and will duly and punctually pay or cause to be paid
the principal of said Bonds and the interest thereon, at the times and places, and in the manner, mentioned
in the Bonds; provided however, that the obligations of the Authority under the Indenture and the Bonds
are special and limited obligations of the Authority, payable solely from and secured exclusively by the
Trust Estate.
Payment of Taxes on Leased Premises; Payment of Taxes by Trustee. The Authority
covenants that by theEnergy Center Lease it has required the Commission to pay the amount of all taxes
and assessments levied against the Energy Center Leased Premises or the receipt of rental payments under
the Energy Center Lease. If the Commission should at any time fail to pay any tax, assessment or other
charge for which it is responsible under the Energy Center Lease the Trustee may, without obligation to
inquire into the validity thereof, pay such tax, assessment, or other charge, but without prejudice to the
rights ofthe Trustee arising under the Indenture in consequence of such default, and the amount of every
payment so made at any time by the Trustee, with interest thereon at the highest rate of interest of any of
the Bonds when sold, whether or not then outstanding, from the date of payment, will constitute an
additional indebtedness of the Authority secured by the lien of the Indenture, prior or paramount to the
lien hereunder of any of the Bonds and the interest thereon.
Corporate Existence; Compliance with Laws.The Authority covenants that it will maintain its
existence; that it will not do or suffer to be done anything whereby its existence or its right to hold the
Energy Center Leased Premises might in any way be questioned. The Authority also covenants thatit
will faithfully observe and comply with the terms of all applicable laws and ordinances of the State of
Indiana and any political or municipal subdivision thereof, relative to the Energy Center Leased Premises.
Books of Record and Account. The Authority covenants that proper books of record and
account will be kept in which full, true and correct entries will be made of all dealings or transactions of
or in relation to the properties, business and affairs of the Authority. The Authority will: (i) at least
annually, furnish to the Trustee statements in reasonable detail showing the earnings, expenses and
financial condition of the Authority; (ii) from time to time furnish the Trustee such information as to the
property of the Authority as the Trustee reasonably requests; and (iii) on or before the expiration of ninety
(90) days after the end of each calendar year, file with the Trustee a certificate stating that all taxes then
due on the Energy Center Leased Premises have been duly paid (unless the Authority, in good faith,
contests any of said taxes, in which event the facts concerning such contest must be set forth), that all
insurance premiums required by the terms of the Indenture to be paid by the Authority have been duly
paid, and that the Authorityis in existence under Indiana law. All books, documents and vouchers
relating to the properties, business and affairs of the Authority will at all times be open to the inspection
of such accountants or other agents as the Trustee may from time to time designate.
Maintenance of Leased Premises. The Authority covenants that it will maintain the Energy
Center Leased Premises or caused the Energy Center Leased Premises to be maintained in good working
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conditions for the uses for which the Energy Center LeasedPremises are intended, and will not dispose of
the Energy Center Leased Premises except as permitted by the Indenture and the Energy Center Lease.
Incurring Indebtedness.The Authority covenants that it will not incur any indebtedness, other
than Qualified Obligation 16, except (i) indebtedness permitted by the Indenture, or (ii) indebtedness
payable from income of the Authority derived from some source other than the rental payments under the
Energy Center Leasepledged under the Indenture, as long as any Bonds are Outstanding thereunder.
Valid Lease; No Impairment. The Authority covenants that the Energy Center Lease is valid
and binding on the Authority, and that a full, true and correct copy of the Energy Center Lease is on file
with the Trustee. The Authority further covenants that, upon the application of the proceeds of Qualified
Obligation 16 pursuant to the Energy Center Trust Indenture, it will forthwith proceed to acquire the
Energy Center Leased Premises.The Authority agrees not to modify the terms of the Energy Center
Lease which would substantially impair or reduce the security of the owners of the Bonds or agree to a
reduction of the lease rental or other payments provided in the Energy Center Lease other than in
connection with partial or total refunding of the Bonds, except as otherwise provided in the Indenture.
Pursuit of Remedies upon Default. The Authority covenants that, upon any default in the
payment of lease rental or other amounts as provided in the Energy Center Lease it willfile a suit to
mandate the appropriation of sufficient funds from the sources provided in the Energy Center Lease and
pursue any other remedy permitted by law and necessary to collect and enforce the payment of such
rentals.
Tax Matters.The Authority represents, covenants and agrees it will not take any action nor fail
to take any action with respect to any series of Bonds that would result in the loss of the excludability of
interest on such series of Bonds from gross income for federal income tax purposes pursuant to Section
103 of the Code. Notwithstanding any other provisions of the Indenture, the covenants and authorizations
(the “Tax Sections”) which are designed to preserve the exclusion of interest on such series of Bonds
from gross income under federal income tax law (the “Tax Exemption”) need not be complied with if the
Authority receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary
to preserve the Tax Exemption. In addition, the Authority may elect to issue a series of 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
Bonds, by making such election on the date of delivery of such series of Bonds. In such case, the tax
covenants in the Indenture shall not apply to such series of Bonds.
INSURANCE
Insurance. The Authority covenants that by the Energy Center Lease it has requiredthe
Commission to carry the following types of policies and coverage
(a)Insurance on the Leased Premises against physical loss or damage thereto, however
caused, with such exceptions as are ordinarily required by insurers of buildings or facilities of a similar
type, which insurance shall be in an amount at least equal to the greater of (i) the option to purchase price
set forth in the Lease, and (ii) one hundred percent (100%) of the full replacement cost of the Leased
Premises as certified by an architect, engineer or insurance consultant in accord with the Lease;
(b)Rent or rental value or lease interruption insurance in an amount equal to the full rental
value of the Leased Premises for a period of two (2) years against physical loss or damage of the type
insured against under Section 6.02(a) hereof; and
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(a)Combined bodily injury insurance, including accidental death, and property damage with
reference to the Energy Center Leased Premises in an amount not less than One Million Dollars
($1,000,000) CSLon account of each occurrence. Such public liability insurance may be by blanket
insurance policy or policies.
Such public liability insurance may be by blanket insurance policy or policies. Such policies
shall be for the benefit of persons having an insurable interest in the Leased Premises, and shall be made
payable to the Authority, the Commission, and the Trustee and to such other person or persons as the
Authority may designate.
Beneficiaries of Insurance. The insurance policies required of the Authority by the Indenture, as
described above, will be for the benefit of, as their interests appear, the Trustee, the Authority, the
Commission and other persons having an insurable interest in the insured property. Any proceeds under
the policies relativeto the property subject to the Energy Center Lease will be payable to the Trustee, and
the Trustee is authorized to demand, collect and receipt for and recover any and all insurance moneys
which may become due and payable under any of said policies of insurance and to prosecute all necessary
actions in the courts to recover any such insurance moneys.
Evidence of Insurance. Such insurance policies or a certificate of insurance will be maintained
by good and responsible commercial insurance companies, and shall be countersigned by an agent of the
insurer who is a resident of the State of Indiana. The public liability insurance required herein may be by
blanket insurance policy or policies or through a self-insurance program. A copy of such policies or
certificate of insurance will be deposited with the Trustee. Upon the request of the Trustee or an original
purchaser of the Bonds issued thereunder, the Authority will furnish to the Trustee or an original
purchaser of the Bonds issued thereunder a copy of each policy or certificate of insurance deposited with
the Trustee, and, on or before May 1 of each year, the Authority will furnish to the Trustee or an original
purchaser of the Bonds issued thereunder, whichever is applicable, a schedule of all such policies which
were in force on the first day of such year. Such schedule will contain the names of the insurers, the
amounts of each policy or each certificate of insurance, the character of the risk insured. Trustee may rely
upon such policies, certificatesor schedules without further inquiry.
Insurance by Trustee. If the Authority or the Commission at any time refuses, the Trustee may,
in its discretion, procure such insurance policies as are commercially available, and all moneys paid by
the Trustee for such insurance, together with interest thereon at the highest rate of interest on any of the
Bonds when sold, whether or not then outstanding, will be repaid by the Authority upon demand, and will
constitute an additional indebtedness of the Authority secured by the lien of the Indenture, prior and
paramount to the lien hereunder of said Bonds and interest thereon. The Trustee, however, will not be
obligated to effect such insurance unless fully indemnified against the expense thereof and furnished with
means therefore.
DAMAGE, DESTRUCTION OR CONDEMNATION OF LEASED PREMISES
In the event all or part of the Energy Center Leased Premises is taken by exercise of eminent
domain or is damaged or destroyed, the proceeds of such condemnation award or insurance proceeds
(other than rental value insurance received by the Trustee which represents lease rental payments under
the Lease) received by the Trustee or the Authority shall be applied to the repair, replacement or
reconstruction of the damaged, destroyed or condemned property by the Authority. In the event the
Authority does not commence to repair, replace or reconstruct the Energy Center Leased Premises so
condemned, damaged or destroyed within ninety (90) days after any such condemnation, damage or
destruction, or the Authority, having commenced such repair, replacement or reconstruction, abandons or
fails diligently to prosecute the same, the Trustee may, in its discretion, make or complete such repairs,
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replacements or reconstructions; provided however the Trustee is not obligated to make or complete such
replacement or reconstructions and if the Authority instructs the Trustee not to undertake such work
because the cost exceeds the amount of the condemnation or insurance proceeds therefore, the Trustee
may not make or complete such replacements or reconstructions. In case the Authority neglects, fails or
refuses to proceed forthwith in good faith with such repair, replacement or reconstruction of the Energy
Center Leased Premises which have been damaged, destroyed or condemned, and such negligence, failure
or refusal continues for one hundred twenty (120) days, the Trustee, upon receipt of the condemnation
award or insurance proceeds (other than rental value insurance received by the Trustee which represents
lease rental payments under the Lease), must (unless the Trustee proceeds to make such repairs,
replacements or reconstructions) apply such proceeds in the following manner: (i) if the proceeds are
sufficient to redeem all of the then outstanding Bonds and such Bonds are then subject to redemption, the
Trustee will apply the proceeds to the redemption of such Bonds in the manner provided in the Indenture
as if such redemption had been at the option of the Authority; (ii) if the proceeds are not sufficient to
redeem all of the then outstanding Bonds and such Bonds are then subject to redemption, the Trustee will
apply the proceeds to the partial redemption of outstanding Bonds at the earliest possible redemption date,
without premium or penalty, in the manner provided in theIndenture as if such redemption had been
made at the option of the Authority; and (iii) if such Bonds are not then subject to redemption, the Trustee
shall apply the proceeds to the redemption of outstanding Bonds, in whole or in part, at the earliest
possible redemption date, without premium or penalty, in the manner provided in theIndenture as if such
redemption had been made at the option of the Authority.See “Events of Default and Remedies--
Application of Moneys” in this appendix to the Official Statement.
If, at any time, the Energy Center Leased Premises are totally or substantially damaged, destroyed
condemned and the amount of insurance proceeds or condemnation money received on account thereof by
the Trustee is sufficient to redeem all of the then outstanding Bonds and such Bonds are then subject to
redemption, the Authority, with the written approval of the Commission will direct the Trustee to use said
moneys for the purpose of calling for redemption all of the Bonds outstanding at the then current
redemption price.
EVENTS OF DEFAULT AND REMEDIES
Events of Default. Each of the following events is defined as and declared to be an “event of
default” under the Indenture:
(i)Default in the payment on the due date of the interest on any Bonds;
(ii)Default in the payment on the due date of the principal of, or premium on, any Bond,
whether at the stated maturity thereof, or upon proceedings for the redemption thereof;
(iii)Default in the performance or observance of any other of the covenants or agreements of
the Authority in the Indenture or the Bonds, and the continuance thereof for a period of
sixty (60) days after written notice thereof to the Authority by the Trustee;
(iv)The Authority: (a) admits in writing its inability to pay its debts generally as they
become due; (b) files a petition in bankruptcy; (c) makes an assignment for the benefit of
its creditors; or (d) consents to or fails to contest the appointment of a receiver or trustee
for itself or of the whole or any substantial part of the Energy Center Leased Premises or
the lease rentals due under the Energy Center Lease;
(v)(a) The Authority is adjudged insolvent by a court of competent jurisdiction; (b) the
Authority, on a petition in bankruptcy filed against the Authority, is adjudged a bankrupt;
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or (c) an order, judgment or decree is entered by any court of competent jurisdiction
appointing, without the consent of the Authority, a receiver or trustee of the Authority or
of the whole or any substantial part of the Energy Center Leased Premises or the lease
rentals due under the Energy Center Lease and any of the aforesaid adjudications, orders,
judgments or decrees is not vacated or set aside or stayed within sixty (60) days from the
date of entry thereof;
(vi)Any judgment is recovered against theAuthority or any attachment or other court process
issues that becomes or creates a lien upon any of its property, and such judgment,
attachment or court process is not discharged or effectually secured within sixty (60)
days;
(vii)The Authority files a petition under the provisions of the United States Bankruptcy Code,
or files answer seeking the relief provided in said Bankruptcy Code;
(viii)A court of competent jurisdiction enters an order, judgment or decree approving a
petition filed against the Authority under the provisions of said Bankruptcy Code, and
such judgment, order or decree is not vacated or set aside or stayed within one hundred
twenty (120) days from the date of the entry thereof;
(ix)Under the provisions of any other law now or hereafter existing for the relief or aid of
debtors, any court of competent jurisdiction assumes custody or control of the Authority
or of the whole or any substantial part of the Energy Center Leased Premises, or the lease
rentals due under the Energy Center Lease and such custody or control is not terminated
within one hundred twenty (120) days from the date of assumption of such custody or
control;
(x)Failure of the Authority to bring suit to mandate the Commission to pay lease rentals
provided in the Energy Center Lease or such other action to enforce the Energy Center
Lease as is reasonably requested by the Trustee, if such rental is more than sixty (60)
days in default; or
(xi)The lease rental provided for in the Energy Center Lease is not paid within ten (10) days
after it is due.
Remedies. If default occurs with respect to the payment of principal or interest due under the
Indenture, interest shall be payable on overdue principal and overdue interest at the rate of interest set
forth in each Bond.
In case of the happening and continuance of any event of default, the Trustee may, and shall upon
the written request of the Registered Owners of at least 25% in principal amount of the Bonds then
outstanding and upon being indemnified to its reasonable satisfaction, proceed to protect andenforce its
rights and the rights of the Registered Owners of the Bonds by suit in equity or at law or in any court of
competent jurisdiction, whether for specific performance of any covenant or agreement contained in the
Indenture or in aid of any power granted in the Indenture, or for any foreclosure of or under the Indenture,
or for the enforcement of any other appropriate legal or equitable remedy.
In the case of the happening of an event of default and the filing of judicial proceedings to
enforce therights of the Trustee or the Registered Owners of the Bonds, the Trustee may appoint a
receiver for the lease rentals under the Energy Center Lease pending the completion of such proceedings.
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Application of Moneys. Any moneys received by the Trustee or any receiver or Bondholder
pursuant to any right or action under the Indenture, together with any other amounts of cash which may
then be held by the Trustee as a part of the Trust Estate, shall be applied as follows:
(i)to the payment of all costs and expenses of any suit or suits to enforce the rights of the
Trustee or the Registered Owners of the Bonds;
(ii)to the payment of all other expenses of the trust created by the Indenture, with interest
thereon at the highest rate of interest on any of the Bonds when sold, whether or not then
outstanding;
(iii)to the payment of all the principal and accumulated and unpaid interest on the Bonds then
outstanding in full, if said proceeds are sufficient, but if not sufficient, then to the
payment thereof ratably without preference or priority of any one Bond over any other or
of interest over principal, or of principal over interest, or of any installment of interest
over any other installment of interest; and
(iv)any surplus thereof remaining, to the Authority, its successors or assigns, or to
whomsoever may be lawfully entitled to receive the same.
Limitation of Rights. No Registered Owner or owners of any Bond have the right to institute
any proceeding in law or equity for the enforcement of the Indenture, or for the appointment of a receiver,
or for any other remedy under the Indenture, without first giving notice in writing to the Trustee of the
occurrence and continuance of an event of default as aforesaid, and unless the Registered Owners of at
least 25% in principal amount ofthe then outstanding Bonds have made written request to the Trustee and
have offered it reasonable opportunity either to proceed to exercise the powers granted under the
Indenture or to institute such action, suit or proceeding in its own name, and without also having offered
to the Trustee adequate security and indemnity against the cost, expenses and liabilities to be incurred by
the Trustee therein or thereby; and such notice, request and offer of indemnity may be required by the
Trustee as conditions precedent to the execution of the powers and trusts of the Indenture or to the
institution of any suit, action or proceeding at law or in equity for the enforcement thereof, for the
appointment of a receiver, or for any other remedy under the Indenture, or otherwise, in case of any such
default as aforesaid. No one or more Registered Owners of the Bonds has any right in any manner
whatsoever to affect, disturb or prejudice the lien of the Indenture by his or their action or to enforce any
right thereunder except in the manner therein provided, and all proceedings at law or in equity must be
instituted, had and maintained in the manner therein provided, and for the equal benefit of all Registered
Owners of outstanding Bonds. However, the right of any Registered Owner of any Bond to receive
payment of the principal of and interest on such Bond on or after the respective due dates therein
expressed, or to institute suit for the recovery of any such payment on or after such respective dates, will
not be impairedor affected without the consent of such Registered Owner.
No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in
any Bond, or because of the creation of any indebtedness thereby secured, may be had against any officer,
member, employee or agent, past, present or future, of the Authority, either directly or through the
Authority, by the enforcement of any assessment or by any legal or equitable proceeding or by virtue of
any statute or otherwise.
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SUPPLEMENTAL INDENTURES
The Authority and the Trustee may, without the consent of the Registered Owners of the Bonds
then outstanding, from time to time and at any time, enter into such supplemental indentures:
(i)To cure any ambiguity or formal defect or omission in the Indenture, or in any
supplemental indenture, which does not adversely affect the rights of the Registered
Owners of any Bonds; or
(ii)To grant to or confer upon the Trustee, for the benefit of the Registered Owners, any
additional rights, remedies, powers, authority or security that may lawfully be granted to
or conferred upon the Registered Owners of any Bonds or the Trustee; or
(iii)To subject to the lien and pledge of the Indenture additional revenues, properties or
collateral; or
(iv)To modify, amend or supplement the Indenture or any indenture supplemental thereto in
such manner as to permit the qualification under the Trust Indenture Act of 1939 or any
similar federal statute hereafter in effect or to permit the qualification of the Bonds for
sale under the securities laws of the United States of America or of any of the states of
the United States of America, and, if they so determine, to add to the Indenture or any
indenture supplemental hereto such other terms, conditions and provisions as may be
permitted by the Trust Indenture Act of 1939 or similar federal statute; or
(v)To evidence the appointment of a separate or co-trustee or the succession of a new
Trustee hereunder or the succession of a new registrar and/or paying agent; or
(vi)To provide for the issuance of Additional Bonds for the purpose of refunding all or a
portion of any of the Bonds outstanding under the Indenture, as provided in the
Indenture; or
(vii)To amend the Indenture to permit the Authority to comply with any future federal tax law
or any covenants contained in any Supplemental Indenture with respect to compliance
with future federal tax law; or
(viii)For any other purpose which, in the judgment of the Authority and the Trustee does not
materially and adversely affect the interests of Bondholders.
In addition, the Registered Owners of not less than a majority in aggregate principal amount of
the Bonds then outstanding have the right from time to time to consent to and approve the execution by
the Authority and the Trustee of such other supplemental indentures as are deemed necessary or desirable
by the Authority for the purpose of modifying, altering, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in the Indenture or in any supplemental indenture;
provided, however, that such supplemental indenture does not affect:
(i)An extension of the maturity of the principal or interest on any Bond; or
(ii)A reduction in the principal amount of any Bond or the rate of interest thereon; or
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(iii)The creation of a lien upon the Trust Estate ranking prior to or on a parity with the lien
created by the Indenture; or
(iv)A preference or priority of any Bond or Bonds over any other Bond or Bonds; or
(v)A reduction in the aggregate principal amount of the Bonds required for consent to such
supplemental indenture.
Notwithstanding the foregoing, the rights and obligations of the Authority and of the Registered
Owners of the Bonds, and the terms and provisions of the Bonds and the Indenture, or any supplemental
indenture, may be modified or altered in any respect with the consent of the Authority, and the consent of
the Registered Owners of all the Bonds then outstanding.
DEFEASANCE
If, when the Bonds or any portion thereof have become due and payable in accordance with their
terms or have been duly called forredemption or irrevocable instructions to call such Bonds for
redemption have been given by the Authority to the Trustee, the whole amount of the principal and the
interest and the premium, if any, so due and payable upon all of such Bonds then outstanding is paid, or
(i) cash, or (ii) Government Obligations, which are noncallable by the issuer thereof, the principal of and
the interest on which when due without reinvestment will provide sufficient money, are held by the
Trustee (or any paying agent) for such purpose under the provisions of the Indenture, and provision is also
made for paying all Trustee’s and paying agents’ fees and expenses and other sums payable under the
Indenture by the Authority, then and in that case such Bonds shall no longer be deemed to be outstanding
under the Indenture, and in the event the foregoing applies to all Bonds, the right, title and interest of the
Trustee will thereupon cease, determine and become void. Upon any such termination of the Trustee’s
title, on demand of the Authority, the Trustee will release the Indenture and execute such documents to
evidence such release as may be reasonably required by the Authority, and will turn over to the Authority
or to such officer, board or body as may then entitled by law to receive the same any surplus in the
Sinking Fund and in the Operation Fund created by the Indenture and all balances remaining in any other
fund or accounts other than moneys and obligations held for the redemption or payment of Bonds. In the
event money and/or Government Obligations are deposited with and held by the Trustee (or any paying
agent) as provided above, in addition to the requirements set forth in the Indenture, the Trustee will,
within 30 days, after such obligations have been deposited with it,cause a notice signed by the Trustee to
be mailed to the owners of such Bonds, setting forth (i) the date designated for the redemption of the
Bonds, (ii) a description of the obligations so held by it (iii) that the Registered Owners of such Bonds are
entitled to be paid principal and interest from such funds and income of such securities held by the
Trustee and not from the Sinking Fund or the Authority, (iv) that the Authority is released from all
liability with respect to the Bonds, and (v) in the event the redemption applies to all Bonds secured by the
Indenture, that the Indenture has been released.
If (1) cash, or (2) Government Obligations, which are noncallable by the issuer thereof, the
principal of and the interest on which when due without reinvestment will provide sufficient money, or
(3) a combination of cash and such Government Obligations, are held by the Trustee (or any paying
agent) in trust for the payment of the whole amount of the principal of and the interest upon the Bonds
under the provisions of the Indenture, and provision is made for paying all Trustee’s and paying agents’
fees and expenses related thereto and other sums payable under the Indenture by the Authority, such
Bonds shall not be deemed outstanding under the Indenture and the Registered Owners of such Bonds
shall be entitled to payment of any principal or interest from such funds and income of such obligations
held by the Trustee and not from the Sinking Fund or the Authority. The Trustee will, within 30 days
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after such money and/or obligations have been deposited with it, cause a notice signed by the Trustee to
be mailed to the owners of such bonds, setting forth a description of the obligations so held by it, a
description of the Bonds payable from such deposited obligations and that the Registered Owners are
entitled to be paid principal and interest from such funds and income of such securities held by the
Trustee and not from the Sinking Fund or the Authority.
Any Bond not presented at the proper time and place for payment will be deemed to be fully paid
when due if the money necessary to discharge the principal amount thereof and all interest then accrued
and unpaid thereon is held by the Trustee or any paying agent when or before the same become due. The
Registered Owner of any such Bond is not entitled to any interest thereon after the maturity thereof nor to
any interest upon money so held by the Trustee or any paying agent.
DMS BJB3867903v4
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APPENDIX H
APPENDIX H
COPY OF BOND RESOLUTIONRELATED TOQUALIFIED OBLIGATION#17
On January4, 2016, the Common Council of the City of Carmel, Indiana(the “City”),acting as
governing body of the Storm Water District,adoptedResolutionNo.CC-01-04-16-09(the “Bond
Resolution”)authorizing the issuance of Qualified Obligation#17.On February 3, 2016, the Board of
Public Works and Safety of the City, acting as the new governing body of the Storm Water District,
adoptedResolution No. SWB 02-03-16-02making certaintechnical correctionsto the Bond Resolution.
Executed copies of both resolutionsare included in this appendix.
APPENDIX I
FORM OF OPINION OF BOND COUNSEL
Upon the delivery of the Bonds, Barnes & Thornburg LLP, Indianapolis, Indiana, as bond counsel
to the Bond Bank, proposes to deliver an opinion in substantially the following form:
May 5, 2016
The City of CarmelLocal Public
Improvement Bond Bank
Carmel, Indiana
Re:The City of Carmel Local Public Improvement Bond Bank Multipurpose Bonds, Series
2016
Ladies and Gentlemen:
We have acted as bond counsel to The City of Carmel Local Public Improvement Bond Bank (the
“Issuer”) in connection with the issuance by the Issuer of its bonds designated as The City of Carmel Local
Public Improvement Bond Bank Multipurpose Bonds, Series 2016, dated May 5, 2016(the “Bonds”), in the
aggregate principal amount of $214,455,000, pursuant to: (a) Indiana Code 5-1.4, as amended; (b)a
resolution adopted by the Board of Directors of the Issuer on March 22, 2016; and (c) aTrust Indenture,
dated as of May1,2016(the “Indenture”), between the Issuer and The Huntington National Bank, as
trustee. In such capacity, we have examined such law and such certified proceedings, certifications and
other documents as we have deemed necessary to render this opinion.
Regarding questions of fact material to our opinion, we have reliedon representations of the Issuer
contained in the Indenture, the certified proceedings and other certifications of public officials furnished to
us, and certifications, representations and other information furnished to us by or on behalf of the Issuer
and the Series 2016 Qualified Entities (as defined in the Indenture)and others, including, without
limitation, certifications contained in the tax and arbitrage certificates of the Issuer andthe Series 2016
Qualified Entities, each dated the date hereof, without undertaking to verify the same by independent
investigation. We have relied upon the reportsof H.J. Umbaugh & Associates,Certified Public
Accountants,Indianapolis, Indiana, independent certified public accountants, dated the date hereof, as to
thematters stated therein.
Based on the foregoing, we are of the opinion that, under existing law:
1.The Issuer is a body corporate and politic, validly existing under the laws of the State of
Indiana (the “State”), with the corporate power to enter into the Indenture and perform its obligations
thereunder and to issue the Bonds.
2.The Bonds have been duly authorized, executed and delivered by the Issuer, and are valid
and binding special and limited obligations of the Issuer, enforceable in accordance with their terms. The
Bonds are payable solely from the Trust Estate (as defined in the Indenture).
The City of Carmel Local Public
Improvement Bond Bank
May 5, 2016
3.The Indenture has been duly authorized, executed and delivered by the Issuer, and is a
valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms.
4.Under Section 103 of the Internal Revenue Code of 1986, as amended and in effect on this
date (the “Code”), the interest on the Bonds is excludable from gross income for federal income tax
purposes. The opinion set forth inthis paragraph is subject to the condition that the Issuer and the Series
2016 Qualified Entities comply with all requirements of the Code that must be satisfied subsequent to the
issuance of the Bonds in order that interest thereon be, or continue to be,excludable from gross income for
federal income tax purposes. The Issuer and the Series 2016 Qualified Entities have covenanted or
represented that they will comply with such requirements. Failure to comply with certain of such
requirements may cause interest on the Bonds to be included in gross income for federal income tax
purposes retroactively to the date of issuance of the Bonds.
5.The interest on the Bonds is not an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations; however, such interest is taken into
account in determining adjusted current earnings for the purposes of computing the alternative minimum
tax imposed on certain corporations.
6.Interest on the Bonds is exempt from income taxation in the State for all purposes, except
the State financial institutions tax.
We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of
the Official Statement, dated April 20, 2016, or any other offering material relating to the Bonds, and we
express no opinion relating thereto.
We express no opinion regarding any tax consequences arising with respect to the Bonds, other
than as expressly set forth herein.
With respect to the enforceability of any document or instrument, this opinion is subject to the
qualifications that: (i) the enforceability of such document or instrument may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium, fraudulent conveyance and similar laws relating to or
affecting the enforcement of creditors’ rights; (ii) the enforceability of equitable rights and remedies
provided for in such document or instrument is subject to judicial discretion, and the enforceability of such
document or instrument may be limited by generalprinciples of equity; (iii) the enforceability of such
document or instrument may be limited by public policy; and (iv) certain remedial, waiver and other
provisions of such document or instrument may be unenforceable, provided, however, that in our opinion
the unenforceability of those provisions would not, subject to the other qualifications set forth herein, affect
the validity of such document or instrument or prevent the practical realization of the benefits thereof.
This opinion is given only as of the date hereof, and we assume no obligation to revise or
supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or
any changes in law that may hereafter occur.
Very truly yours,
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APPENDIX J
FORM OF CONTINUING DISCLOSURE UNDERTAKING AGREEMENT
Upon the delivery of the Bonds, the Cityproposes to execute and deliver a continuing disclosure
undertaking agreement in substantially the following form:
CONTINUING DISCLOSURE UNDERTAKING AGREEMENT
th
This Continuing Disclosure Undertaking Agreement (this “Agreement”) is made this 5day of
May,2016, from the City of Carmel, Indiana (the “City”),to each registered owner or holder of any Bond
(as hereinafter defined) (each, a “Promisee”);
WITNESSETH THAT:
WHEREAS, The City of Carmel Local Public Improvement Bond Bank (the “Issuer”) is issuing
its Multipurpose Bonds, Series 2016 (the “Bonds”), in the original aggregate principal amount of
$214,455,000, pursuant to a Trust Indenture,dated as of May1,2016(the “Indenture”), by and between
the Issuerand The Huntington National Bank, as trustee; and
WHEREAS, Stifel, Nicolaus & Company, Incorporated and City Securities Corporation
(collectively, the “Underwriters”) are, in connection with an offering of the Bonds directly or indirectly
by or on behalf of the Issuer, purchasing the Bonds from the Issuerand selling the Bonds to certain
purchasers, pursuant to a Bond Purchase Agreement, dated April 20, 2016, amongthe Issuer, the City,
acting on behalf of itself and the other Series 2016 Qualified Entities (as defined in the Indenture)and the
Underwriters; and
WHEREAS, Rule 15c2-12 (the “Rule”), promulgated by the Securities and Exchange
Commission (the “Commission”) under the Securities Exchange Act of 1934, as amended (the “Act”),
provides that, except as otherwise provided in the Rule, a Participating Underwriter (as defined in the
Rule) shall not purchase or sell municipal securities in connection with an Offering (as defined in the
Rule) unless the Participating Underwriter has reasonably determined that an issuer of municipal
securities (as defined in the Rule) or an obligated person (as defined in the Rule) for whom financial or
operating data is presented in the final official statement (as defined in the Rule) has undertaken, either
individually or in combination with other issuers of such municipal securities or obligated persons, in a
written agreement or contract for the benefit of holders of such securities, to provide certain information;
and
WHEREAS, the Citydesires to enter into this Agreement in order to assist the Underwriters in
complying with paragraph (b)(5) of the Rule; and
WHEREAS, any registered owner or holder ofany Bond shall, by its payment for and acceptance
of such Bond, accept and assent to this Agreement and the exchange of (i) such payment and acceptance
for (ii) the promises of the Citycontained herein;
NOW, THEREFORE, in consideration of the Underwriters’ and any Promisee’s payment for and
acceptance of any Bonds, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Cityhereby promises to each Promisee as follows:
Section 1.Definitions. The terms defined herein, including the terms defined above and in
this Section 1, shall have the meanings herein specified unless the context or use clearly indicates another
or different meaning or intent. Any terms defined in the Rule, but not otherwise defined herein, shall
have the meanings specified in the Rule unless the context or use clearly indicates another or different
meaning or intent.
(a)“Bond” shall mean any of the Bonds.
(b)“Bondholder” shall mean any registered or beneficial owner or holder of any
Bond.
(c)“City” shall mean the City of Carmel, Indiana.
(d)“Dissemination Agent” initially means the City, and thereafter any successor
Dissemination Agent designated in writing by the City, including any indenture trustee, registrar
or other designated agent,and which has filed with the Citya written acceptance of such
designation.
(e)“EMMA” means the Electronic Municipal Market Access system operated by the
MSRB, accessible at http://emma.msrb.org/default.aspx.
(f)“Final Official Statement” shall mean the Final Official Statement dated April
20, 2016, relating to the Bonds, including any document included therein by specific reference
which has been previously providedto the MSRBthrough EMMA.
(g)“Fiscal Year” of any person shall mean any period from time to time adopted by
such person as its fiscal year for accounting purposes.
(h)“MSRB” shall mean the Municipal Securities Rulemaking Board.
(i)“ObligatedPerson” shall mean any person who is either generally or through an
enterprise, fund or account of such person committed by contract or other arrangement to support
payment of all or part of the obligations on the Bonds (other than providers of municipal bond
insurance, letters of credit, or other liquidity facilities)for whom financial information or
operating data is presented in the Final Official Statement. Obligated Persons with respect to the
Bonds are identified herein.
(j)“Redevelopment Authority” means the City of Carmel Redevelopment
Authority.
(k)“Redevelopment Commission” means the City of Carmel Redevelopment
Commission.
(l)“Rule” means Rule 15c2-12 adopted by the Securities and Exchange
Commission under the Securities and Exchange Act of 1934, as the same may be amended from
time to time.
(m)“State” shall mean the State of Indiana.
(n)“Storm Water District” means the City of Carmel Storm Water District.
Section 2.Term. The term of this Agreement shall commence on the date of delivery of the
Bonds by the Issuerto the Underwriters and shall expire on the earlier of (a) the date of payment in full of
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principal of and premium, if any, and interest on the Bonds, whether upon scheduled maturity,
redemption or otherwise, or (b) the date of defeasance of the Bonds in accordance with the terms of the
Indenture.
Section 3.Obligated Person. The Cityhereby represents and warrants that, as of the date
hereof:
(a)The only Obligated Person with respect to the Bonds is theCity, which is acting
on behalf of itself, the Redevelopment Commission, the Redevelopment Authority and the Storm
Water District; and
(b)Although there have been instances in the previous five (5) years in which the
Obligated Person failed to comply, in all material respects, with one or more of its previous
undertakings in a written contract or agreement specified in paragraph (b)(5)(i) of the Rule, as set
forth in the Final Official Statement, it has taken steps to correct all such failures and to assure
compliance in the future.
Section 4.Undertaking to Provide Information.
(a)The City hereunder undertakes to provide the following to the MSRB in an
electronic format as prescribed by the MSRB, either directly or indirectlythrough a
Dissemination Agent:
(i)Within one hundred eighty (180) days after the close of each Fiscal Year
of the City, beginning with the Fiscal Year ending on or after December 31, 2016,
unaudited financial information and operating data (excluding any demographic
information or forecast) of the City of the type provided under the following headings in
Appendix A or Appendix B of the Final Official Statement, as applicable:
APPENDIX A
-“Schedule of Historical Net Assessed Valuation;”
-“Detail of Net Assessed Valuation;”
-“Comparative Schedule of Certified Tax Rates;”
-“Property Taxes Levied and Collected;”
-“Large Taxpayers;”and
-“Statement of Receipts and Disbursements;”and
APPENDIX B
-“Historical COIT Receipts”
(the financial information and operating data set forth in Section 4(a)(i)
hereof, collectively, the “Annual Financial Information”);
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(ii)If not submitted as part of the Annual Financial Information, then when
and if available, audited financial statements for the City or the Examination Report of
the City,as prepared and examined by the Indiana State Board of Accounts,for each
twelve (12) month period ending December 31, together with the opinion of such
accountants and all notes thereto,within sixty (60) days of receipt from the Indiana State
Board of Accounts; and
(iii)Within ten (10) business days after the occurrence thereof, notice of any
of the following events with respect to the Bonds, if material (which determination of
materiality shall be made by the City in accordance with the standards established by
federal securities laws):
(A)Non-payment related defaults;
(B)Modifications to rights of Bondholders;
(C)Bond calls (other than mandatory, scheduled redemptions, not
otherwise contingent upon the occurrence of an event, the terms of which
redemptions are set forth in detail in the Final Official Statement);
(D)Release, substitution or sale of property securing repayment of
the Bonds;
(E)The consummation of a merger, consolidation, or acquisition, or
certain asset sales, involving the obligated person, or entry into or termination of
a definitive agreement relating to the foregoing; and
(F)Appointment of a successor or additional trustee or the change of
name of a trustee;
(iv)Within ten (10) business days of the occurrence thereof, notice of any of
the following events with respect to the Bonds, regardless of materiality:
(A)Principal and interest payment delinquencies;
(B)Unscheduled draws on debt service reserves reflecting financial
difficulties;
(C)Unscheduled draws on credit enhancements reflecting financial
difficulties;
(D)Substitution of credit or liquidity providers, or their failure to
perform;
(E)Adverse tax opinions or events affecting the tax-exempt status of
the security;
(F)Defeasances;
(G)Rating changes;
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(H)The issuance by the IRS of proposed or final determinations of
taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material
notices or determinations with respect to the tax status of the security;
(I)Tender offers; and
(J)Bankruptcy, insolvency, receivership or similar events of any
Obligated Person; and
(v)In a timely manner, notice of a failure of the City to provide required
Annual Financial Information or audited financial statements, on or before the date
specified in this Agreement.
(b)Any financial statements of the Cityprovided pursuant to subsection (a)(i)of this
Section 4 shall be prepared in accordance with any accounting principles mandated by the laws of
the State, as in effect from time to time, or any other consistent accounting principles that enable
market participants to evaluate results and perform year to year comparisons, but need not be
audited.
(c)Any Annual Financial Information or audited financial statements may be set
forth in a document or set of documents, or may be included by specific reference to available to
the public on the MRSB’s Internet Web site or filed with the Securities and Exchange
Commission. If the document is a final official statement (as defined in the Rule), it must be
available from the MSRB through EMMA.
(d)If any Annual Financial Information otherwise required by subsection (a)(i) of
this Section 4 no longer can be generated because the operations to which it relates have been
materially changed or discontinued, a statement to that effect filed with the MSRB through
EMMA, shall be deemed to satisfy the requirements of such subsection.
(e)All documents provided to the MSRB under this Agreementshall be
accompanied by identifying information as prescribed by the MSRB.
Section 5.Certification.
(a)Any Annual Financial Information provided by the City pursuant to Section
4(a)(i) hereof shall be accompanied by a certificate, signed by the City, in substantially the form
of Exhibit Ahereto.
(b)Any audited financial statements provided by the City pursuant to Section 4(a)(ii)
hereof shall be accompanied by a certificate, signed by the City, in substantially the form of
Exhibit Bhereto.
(c)Any notice provided by the City pursuant to Section 4(a)(iii)or Section 4(a)(iv)
hereof shall be accompanied by a certificate, signed by the City, in substantially the form of
Exhibit Chereto.
(d)Any notice provided by the City pursuant to Section 4(a)(v)hereof shall be
accompanied by a certificate, signed by the City, in substantially the form of Exhibit Dhereto.
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Section 6.Termination of Obligation. The obligation to provide Annual Financial
Information, audited financial statements and notices of events under Section 4(a) hereof shall terminate,
if and when each of the City, the Redevelopment Commission, the Redevelopment Authorityand the
Storm Water District no longer remain an obligated person (as defined in the Rule) with respect to the
Bonds.
Section 7.Bondholders. Each Bondholder is an intended beneficiary of the obligations of
the Cityunder this Agreement, such obligations create a duty in the Cityto each Bondholder to perform
such obligations, and each Bondholder shall have the right to enforce such duty.
Section 8.Limitation of Rights. Nothing expressed or implied in this Agreement is
intended to give, or shall give, to the Underwriters, theSecurities and Exchange Commission or any
Obligated Person, or any underwriters, brokers or dealers, or any other person, other than the City, each
Promiseeand each Bondholder, any legal or equitable right, remedy or claim under or with respect to this
Agreement or any rights or obligations hereunder. This Agreement and the rights and obligations
hereunder are intended to be, and shall be, for the sole and exclusive benefit of the City, each Promisee
and each Bondholder.
Section 9.Remedies.
(a)The sole and exclusive remedy for any breach or violation by the Cityof any
obligation of the Cityunder this Agreement shall be the remedy of specific performance by the
Cityof such obligation. Neither any Promisee nor any Bondholder shall have any right to
monetary damages or any other remedy for any breach or violation by the Cityof any obligation
of the Cityunder this Agreement, except the remedy of specific performance by the Cityof such
obligation.
(b)No breach or violation by the City of any obligation of the City under this
Agreement shall constitute a breach or violation of or default under the Bonds, the Indenture, the
Series 2016 Qualified Obligations (as defined in theIndenture)or any other agreement to which
the City is a party.
(c)Any action, suit or other proceeding for any breach or violation by the City of
any obligation of the City under this Agreement shall be instituted, prosecuted and maintained
only in a court of competent jurisdiction in Hamilton County in the State.
Section 10.Annual Appropriations. This Agreement and the obligations of the City
hereunder are subject to annual appropriation by the City.
Section 11.Amendment of Obligations. The City may, from time to time, amend any
obligation of the City under this Agreement, without notice to or consent from any Promisee or any
Bondholder, if: (a)(i) such amendment or modification is made in connection with a change in
circumstances that arises from a change in legal requirements, change in law or change in the identity,
nature or status of the City, or type of business conducted, (ii) this Agreement, as so amended and
modified, would have complied with the requirements of the Rule on the date hereof, after taking into
account any amendments or interpretations of the Rule, as well as any change in circumstances, and (iii)
such amendment does not materially impair the interests of any Bondholders, as determined either by (A)
nationally recognized bond counsel or (B) an approving vote of the Bondholders pursuant to the terms of
the Indenture at the time of such amendment or modification; or (b) such amendment or modification
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(including an amendment or modification which rescinds this Agreement) is permitted by the Rule, as
then in effect.
Section 12.Obligations of Dissemination Agent; Indemnity. The City may, from time to
time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this
Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor
Dissemination Agent. The City shall notify the MSRB through EMMAof the appointment or discharge
of a Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the City
shall be the Dissemination Agent. The Dissemination Agent shall have only such duties as are
specifically set forth in this Agreement and any dissemination agreement entered into by the Cityand the
Dissemination Agent, and the Cityagrees to indemnify and save the Dissemination Agent, its officers,
directors, employees and agents, harmless against any loss, expense and liabilities which it may incur
arising out of or in the exercise of performance of its powers and duties hereunder, including the costs and
expenses (including reasonable attorneys’fees) of defending against any claim of liability, but excluding
liabilities due to the Dissemination Agent’s gross negligence or willful misconduct. The obligations of
the City under this Section shall survive removal of the Dissemination Agent and payment of the Bonds.
Section 13.Communications. Any information, datum, statement, notice, certificate or other
communication required or permitted to be provided, delivered or otherwise given hereunder by any
person to any other person shall be in writing and, if such other person is the City, shall be provided,
delivered on otherwise given to the Cityat the following address:
City of Carmel, Indiana
c/o Clerk-Treasurer
Carmel City Hall, 3rd Floor
One Civic Square
Carmel, Indiana 46032
(or at such other address as the City may, by notice to the MSRB through EMMA, provide), or, if such
other person is not the City, shall be provided, delivered or otherwise given to such other person at any
address that the person providing, delivering or otherwise giving such information, datum, statement,
notice, certificate or other communication believes, in good faith but without any investigation, to be an
address for receipt by such other person of such information, datum, statement, notice, certificate or other
communication. For purposes of this Agreement, any such information, datum, statement, notice,
certificate or other communication shall be deemed to be provided, delivered or otherwise given on the
date that such information, datum, statement, notice, certificate or other communication is (a) delivered
by hand to such other person, (b) deposited with the United States Postal Service for mailing by registered
or certified mail, (c) deposited with Express Mail, Federal Express or any other courierservice for
delivery on the following business day, or (d) sent by facsimile transmission, telecopy or telegram.
Section 14.Knowledge. For purposes of this Agreement, each Promisee and each
Bondholder shall be deemed to have knowledge of the provision and content of any information, datum,
statement or notice provided by the City to the MSRB through EMMA on the date such information,
datum, statement or notice is so provided, regardless of whether such Promisee or such Bondholder was a
registered or beneficial owner or holder of any Bond at the time such information, datum, statement or
notice was so provided.
Section 15.Performance Due on other than Business Days. If the last day for taking any
action under this Agreement is a day other than a business day, such action may be taken on the next
succeeding business day and, if so taken, shall have the same effect as if taken on the day required by this
Agreement.
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Section 16.Beneficiaries.This Agreement shall inure solely to the benefit of the City, the
Dissemination Agent and registeredor beneficial owners from time to time of the Bonds, and shall create
no rights in any other person or entity.
Section 17.Waiver of Assent. Notice of acceptance of or other assent to this Agreement is
hereby waived.
Section 18.Governing Law. This Agreement and the rights andobligations hereunder shall
be governed by and construed and enforced in accordance with the internal laws of the State, without
reference to any choice of law principles.
Section 19.Severability. If any portion of this Agreement is held or deemed to be, or is,
invalid, illegal, inoperable or unenforceable, the validity, legality, operability and enforceability of the
remaining portions of this Agreement shall not be affected, and this Agreement shall be construed as if it
did not contain such invalid, illegal, inoperable or unenforceable portion.
Section 20.Successors and Assigns. All covenants and agreements in thisAgreement made
by the Cityshall bind its successors, whether so expressed or not. No Promiseemay, without the prior
written consent of the City, assign any of its rights under this Agreement to any other person. The City
may not assign any of its rights or delegate any of its obligations under this Agreement to any other
person (other than to any Dissemination Agent appointed hereunder to assistthe City), except that the
Citymay assign any of its rights or delegate any of such obligations to any entity (a) into which the City
merges, with which the Cityconsolidates or to which the Citytransfers all or substantially all of its assets
or (b) which is an “issuer of municipal securities” with respect to the Bonds or an Obligated Person with
respect to the Bonds for whom financial or operating data is presented in the Official Statement, as those
terms are defined in the Rule.
Section 21.Waiver. Any failureby any Promiseeto institute any suit, action or other
proceeding for any breach or violation by the Cityof any obligation of the Cityunder this Agreement,
within three hundred sixty (360) days after the date of such Promiseefirst has knowledge of suchbreach
or violation, shall constitute a waiver by such Promiseeof such breach or violation and, after such waiver,
no remedy shall be available to such Promiseefor such breach or violation.
Section 22.Immunity of Officers, Directors, Members, Employees and Agents. No recourse
shall be had for any claim based upon any obligation in this Agreement against any past, present or future
officer, director, member, employee or agent of the City, as such, either directly or through the City,
under any rule of law or equity, statute or constitution.
Section 23.Rule. This Agreement is intended to be an agreement or contract in which the
Cityhas undertaken to provide that which is required by paragraph (b)(5) of the Rule. If and to the extent
this Agreement is not otherwise such an agreement or contract, this Agreement shall be deemed to include
such terms not otherwise included herein, and to exclude such terms not otherwise excluded herefrom, as
are necessary to cause this Agreement to be such an agreement or contract.
Section 24.Interpretation. The use hereinof the singular shall be construed to include the
plural, and vice versa, and the use herein of the neuter shall be construed to include the masculine and
feminine. Unless otherwise indicated, the words “hereof,” “herein,” “hereby” and “hereunder,” or words
of similar import, refer to this Agreement as a whole and not to any particular section,subsection, clause
or other portion of this Agreement.
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Section 25.Captions. The captions appearing in this Agreement are included herein for
convenience of reference only, and shall not be deemed to define, limit or extend the scope or intent of
any rights or obligations under this Agreement.
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IN WITNESS WHEREOF, the City of Carmel, Indiana, has caused this Agreement to be
executed on the date first above written.
CITY OF CARMEL, INDIANA
By:
James Brainard, Mayor
ATTEST:
Christine S. Pauley, Clerk-Treasurer
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EXHIBIT A
$214,455,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANKMULTIPURPOSE
BONDS, SERIES 2016
ANNUAL FINANCIAL INFORMATION
The undersigned, on behalf of the City of Carmel, Indiana (the “City”), pursuant to Section 4(a)(i)
of the Continuing Disclosure Undertaking Agreement, dated May 5, 2016 (the “Agreement”), from the
Cityto each registered owner or holder of anyof the above-captioned bonds, hereby certifies to you that
attached hereto is the Annual Financial Information (as defined in the Agreement), which Annual
Financial Information is hereby provided in accordance with Section 4(a)(i) of the Agreement.
CITY OF CARMEL, INDIANA
By:
Printed:
Title:
Date:
A-1
EXHIBIT B
$214,455,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK MULTIPURPOSE
BONDS, SERIES 2016
AUDITED FINANCIAL STATEMENTS
The undersigned, on behalf of the City of Carmel, Indiana (the “City”), pursuant to Section
4(a)(ii) of the Continuing Disclosure Undertaking Agreement, dated May 5, 2016 (the “Agreement”),
from the City to each registered owner or holder of anyof the above-captioned bonds, hereby certifies to
you that attached hereto are audited financial statements of the City, which audited financial statements
are hereby provided in accordance with Section 4(a)(ii) of the Agreement.
CITY OF CARMEL, INDIANA
By:
Printed:
Title:
Date:
B-1
EXHIBIT C
$214,455,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK MULTIPURPOSE
BONDS, SERIES 2016
NOTICE OF MATERIAL EVENT
The undersigned, on behalf of the City of Carmel, Indiana (the “City”), pursuant to Section
4(a)\[(iii)\]\[(iv)\] of the Continuing Disclosure Undertaking Agreement, dated May 5, 2016 (the
“Agreement”), from the City to each registered owner or holder of any of the above-captioned bonds,
hereby certifies to you that attached hereto is a notice of the occurrence of a material event with respect to
the above-captioned bonds, which notice is hereby provided to you in accordance with Section
4(a)\[(iii)\]\[(iv)\] of the Agreement.
CITY OF CARMEL, INDIANA
By:
Printed:
Title:
Date:
C-1
EXHIBIT D
$214,455,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK MULTIPURPOSE
BONDS, SERIES 2016
NOTICE OF FAILURE TO PROVIDE ANNUAL FINANCIAL INFORMATION
The undersigned, on behalf of the City of Carmel, Indiana (the “City”), pursuant to Section
4(a)(v) of the Continuing Disclosure Undertaking Agreement, dated May 5, 2016 (the “Agreement”),
from the City toeach registered owner or holder of any of the above-captioned bonds, hereby certifies to
you that attached hereto is a notice of a failure of the City to provide required Annual Financial
Information (as defined inthe Agreement) on or before the date specified in the Agreement, which notice
is hereby provided to you in accordance with Section 4(a)(v) of the Agreement.
CITY OF CARMEL, INDIANA
By:
Printed:
Title:
Date:
DMS BJB3811480v3
D-1
APPENDIX K
DEFINED TERMS
Capitalizedterms usedin the Official Statement shall have the meanings specified in this Appendix K, unless
otherwise defined in this Official Statement, including any appendix hereto:
“Amendment” shall mean the amendment to the State Constitution approved by the electors of the State at the
general election held on November 2, 2010, which provides taxpayers with a tax credit for all property taxes in an
amount that exceeds a percentage of the gross assessed value of real and personal property eligible for the credit.
“Annual Report” shall mean certain financial information and operating data relating to the City for its preceding
fiscal year.
“Areas” shall mean one or more allocation areas established within the Redevelopment District.
“Assured Guaranty” shall mean Assured Guaranty Municipal Corp., a New York domiciled stockinsurance
company.
“Authority” shall mean the Carmel Redevelopment Authority.
“Authority Indentures” shall mean, collectively, the Public InfrastructureTrust Indenture, Economic Development
Trust Indenture and Energy CenterTrust Indenture.
“Authority Leases” shall mean, collectively, the Public InfrastructureLease, Economic DevelopmentLease and
Energy CenterLease.
“Beneficial Owners” shall mean the purchasers of beneficial interests in the Bonds.
“Bond Bank” shall mean The City of Carmel Local Public Improvement Bond Bank.
“Bond Bank Indenture” shall mean the Trust Indenture dated as of May1, 2016 between the Bond Bank and the
Trustee.
“Bond Counsel” shall mean Barnes & Thornburg LLP, Indianapolis, Indiana.
“Bond Premium” shall mean amortizable bond premium.
“Bonds” shall mean the Bond Bank’s Multipurpose Bonds, Series 2016.
“Circuit Breaker Tax Credit” shall mean the tax credit for all property taxes in an amount that exceeds the gross
assessed value of real and personal property eligible for the credit.
“CAGIT” shall mean the County Adjusted Gross Income Tax.
“City” shall mean the City of Carmel, Indiana.
“Code” shall mean the Internal Revenue Code of 1986, as amended and in effect on the date of issuance of the
Bonds.
“COIT” shall mean the County Option Income Tax.
“Commission” shall mean the Carmel Redevelopment Commission.
“County” shall mean Hamilton County.
“CRC Revenues” shall mean legally available revenues of the Commission, including, but not limited to, Tax
Increment.
“Credit Facility” shall mean any letter of credit, revolving credit agreement, surety bond, reserve fund surety policy,
insurance policy or other similar credit or liquidity agreement or instrument.
“Credit Provider” shall mean the issuer of any Credit Facility and its successor in such capacity and their assigns. A
qualified Credit Provider must be either: (i) an insurer whose long-term debt obligations are rated (at the time of
issuance of such Credit Facility) in one of the twohighest rating categories by the rating agency or rating agencies
then rating anyQualified Obligationor the Bond Bank Bonds, or(ii)abank or trust company which has an
outstanding, unsecured, uninsured and unguaranteed debt issue rated (at the time of issuance of such Credit Facility)
in one of the twohighest rating categories by the rating agency or rating agencies then rating anyQualified
Obligationor the Bond Bank Bonds.
“Debt Service Obligations” of a political subdivision shall mean(1) the principal and interest payable during a
calendar year on bonds and (2) lease rental payments payable during a calendar year on leases of such political
subdivision, which are payable from ad valorem property taxes.
“Direct Participants” shall mean DTC’s participants.
“Disclosure Agreement” shall mean the Continuing Disclosure Undertaking Agreement to be dated May 5, 2016,
executed bythe City on behalf of itself and the other Qualified Entities, in favor of the holders of the Bonds.
“DLGF” shallmean the Department of Local Government Finance.
“DOR” shall mean the Indiana Department of State Revenue.
“DTC” shall mean The Depository Trust Company, New York, New York.
“DTCC” shall mean the Depository Trust & Clearing Corporation.
“Economic Development Lease” shall mean the Lease Agreement dated as of January 20, 2016 between the
Authority and the Commission, related to Qualified Obligation 15.
“Economic Development Lease Rentals” shall mean the lease rental payments to be made by the Commissionunder
the terms of the Economic Development Lease.
“Economic Development Leased Premises” shall mean the leased premises being acquired by the Authority and
leased to the Commission under the terms of the Economic Development Lease.
“Economic Development Trust Indenture” shall mean the Trust Indenture dated as of May1, 2016 between the
Authority and the Trustee, related to Qualified Obligation 15.
“EDIT” shall mean the County Economic Development Income Tax.
“Eligible Units” shall mean the County, thecities and the towns located in the County.
“Energy Center Lease” shall mean the Lease Agreement dated as of January 20, 2016 between the Authority and the
Commission, related to Qualified Obligation 16.
“Energy Center Lease Rentals” shall mean the lease rental payments to be made by the Commissionunder the terms
of the Energy Center Lease.
“Energy Center Leased Premises” shall mean the leased premises being acquired by the Authority and leased to the
Commission under the terms of the Energy CenterLease.
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“Energy Center Trust Indenture” shall mean the Trust Indenture dated as of May1, 2016 between the Authority and
the Trustee, related to Qualified Obligation 16.
“Escrow Fund” shall mean theirrevocable escrow fund to be held by The Huntington National Bank, asescrow
trustee for the Refunded Bonds.
“Financial Advisor”shall meanH.J. Umbaugh & Associates, Certified Public Accountants, LLP.
“GO Bond Ordinances” shall mean, collectively, the thirteen individual Bond Ordinances adopted by the Common
Council of the City on January 18, 2016.
“Guidelines” shall mean the 2011 Real Property Assessment Guidelines, Version A.
“IDEM” shall mean the Indiana Department of Environmental Management.
“Income Tax Council” shall mean the Hamilton County IncomeTax Council.
“Indirect Participants” shall mean entities that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly.
“Leased Premises” shall mean, collectively,the Public InfrastructureLeased Premises, Economic Development
Leased Premises and Energy CenterLeased Premises.
“LOIT” shall mean Local Option Income Tax.
“Manual” shall meanthe Real Property Assessment Rule, 50 IAC 2.3, the 2011 Real Property Assessment Manual.
“MS4” shallmean the City of Carmel Municipal Storm Sewer System.
“MSRB” shall mean the Municipal Securities Rulemaking Board.
“NPDES” shall mean National Pollutant Discharge Elimination System.
“Official Statements” shall mean the deemed “nearly final” Preliminary Official Statement and the Final Official
Statement.
“One Time Distribution” shall mean a one-time distribution from the income tax trust fund held by the State, which
will be attributable to 100% of the balance in the County’s trust account as of December 31, 2014. The distribution
will be made before May 1, 2016, and allocated to each applicable unit, including the City.
“Premium Bonds” shall mean the Bonds, excludingonlya$165,000 serial maturityon January 15, 2036that has
been issued at par.
“PTRC” shall mean the State Property Tax Replacement Credit.
“Public Infrastructure Lease” shall mean the Lease Agreement dated as of January 20, 2016 between the Authority
and the Commission, related to Qualified Obligation 14.
“Public Infrastructure Lease Rentals” shall mean the lease rental payments to be made by the Commission under the
terms of the Public Infrastructure Lease.
“Public Infrastructure Leased Premises” shall mean the leased premises being acquired by the Authority and leased
to the Commission under the terms of the Public Infrastructure Lease.
“Public Infrastructure Trust Indenture” shall mean the Trust Indenture dated as of May1, 2016 between the
Authority and the Trustee, related to Qualified Obligation 14.
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“Qualified Entities” shall mean, collectively, the City of Carmel, Carmel Redevelopment Authority and Carmel
Storm Water District.
“Qualified Obligation 1” shall mean the City of Carmel General Obligation Bonds, Series 2016A.
“Qualified Obligation 2” shall mean the City of Carmel General Obligation Bonds, Series 2016B.
“Qualified Obligation 3” shall mean the City of Carmel General Obligation Bonds, Series 2016C.
“Qualified Obligation 4” shall mean the City of Carmel General Obligation Bonds, Series 2016D.
“Qualified Obligation 5” shall mean the City of Carmel General Obligation Bonds, Series 2016E.
“Qualified Obligation 6” shall mean the City of Carmel General Obligation Bonds, Series 2016F.
“Qualified Obligation 7” shall mean the City of Carmel General Obligation Bonds,Series 2016G.
“Qualified Obligation 8” shall mean the City of Carmel General Obligation Bonds, Series 2016H.
“Qualified Obligation 9” shall mean the City of Carmel General Obligation Bonds, Series 2016I.
“Qualified Obligation 10” shall mean the City ofCarmel General Obligation Bonds, Series 2016J.
“Qualified Obligation 11” shall mean the City of Carmel General Obligation Bonds, Series 2016K.
“Qualified Obligation 12” shall mean the City of Carmel General Obligation Bonds, Series 2016L.
“Qualified Obligation 13” shall mean the City of Carmel General Obligation Bonds, Series 2016M.
“Qualified Obligation 14” shall mean the City of Carmel Redevelopment Authority Lease RentalBonds, Series
2016A (Public Infrastructure Projects).
“Qualified Obligation 15” shall mean the City of Carmel Redevelopment Authority Lease RentalBonds, Series
2016B (Economic Development Projects).
“Qualified Obligation 15 Reserve Requirement” shall mean an amount equal to the maximum annual principal and
interest requirements on Qualified Obligation15 ($2,117,840).
“Qualified Obligation 16” shall mean the City of Carmel Redevelopment Authority Lease RentalRefunding Bonds,
Series 2016C (Energy Center Project).
“Qualified Obligation 16 Reserve Requirement” shall mean an amount equal to the maximum annual principal and
interest requirements on Qualified Obligation16 ($1,237,775).
“Qualified Obligation 17” shall mean the City of Carmel Storm Water District Bonds, Series 2016.
“Qualified Obligation 17 Reserve Requirement” shall mean an amount equal to the least of: (i) the maximum annual
principal and interest requirements on Qualified Obligation17, (ii) 125% of the average annual principal and interest
requirements on Qualified Obligation17, or (iii) 10% of the stated principal amount of Qualified Obligation17
($2,373,925).
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“Qualified Obligations” shall mean, collectively, the City of Carmel General Obligation Bonds, Series 2016A, City
of Carmel General Obligation Bonds, Series 2016B,City of Carmel General Obligation Bonds, Series 2016C,City
of Carmel General Obligation Bonds, Series 2016D,City of Carmel General Obligation Bonds, Series 2016E,City
of Carmel General Obligation Bonds, Series 2016F,City of Carmel General Obligation Bonds, Series 2016G,City
of Carmel General Obligation Bonds, Series 2016H,City of Carmel General Obligation Bonds, Series 2016I,City of
Carmel General Obligation Bonds, Series 2016J,City of Carmel General Obligation Bonds, Series 2016K,City of
Carmel General Obligation Bonds, Series 2016L,City of Carmel General Obligation Bonds, Series 2016M, City of
Carmel Redevelopment Authority Lease RentalBonds, Series 2016A (Public Infrastructure Projects), City of
Carmel Redevelopment Authority Lease RentalBonds, Series2016B (Economic Development Projects), City of
Carmel Redevelopment Authority Lease RentalRefunding Bonds, Series 2016C (Energy Center Project)and City of
Carmel Storm Water District Bonds, Series 2016.
“Redemption Date” shall mean January 15, 2021, onwhich the Refunded Bonds will be called for optional
redemption.
“Redevelopment District” shall mean the Carmel Redevelopment District.
“Redevelopment Special Benefits Tax” shall mean a special benefits tax (a form of ad valorem property tax), levied
onall taxable property within the Redevelopment District.
“Refunded Bonds” shall mean the City of Carmel, Indiana, Redevelopment District Certificates of Participation,
Series 2010C.
“Reserve Fund Credit Facility” shall mean any Credit Facility issued or provided by a Credit Provider, (i) which
may be deposited in a reserve account in a debt service reserve fund in lieu of or in partial substitution for cash or
qualified investments to be on deposit therein, and (ii) which shall be payable (upon the givingof notice as required
thereunder) on any due date on which moneys will be required to be withdrawn from suchreserve account in which
such Credit Facility is deposited and applied to the payment of the principal of or interest on any Qualified
Obligation to which such Credit Facility relates.
“Rule” shall mean SEC Rule 15c2-12, as amended.
“Rule 13” shall mean 327 IAC 15-13, adopted by IDEM.
“Standard & Poor’s” shall mean Standard & Poor’s Rating Services.
“State” shall mean the State of Indiana.
“Statute” shall mean Indiana Code § 6-1.1-20.6.
“Storm Water Bond Resolution” shall mean the Bond Resolution adopted by the Common Council of the City,
serving as the Board of Directors of the Department of Storm Water Management, on January 4, 2016.
“Storm Water Department” shall mean the Department of Storm Water Management.
“Storm Water District” shall mean the Carmel Storm Water District.
“Storm Water Revenues” shall mean the surplus revenue of the storm water system.
“Storm Water Special Benefits Tax” shall mean a special benefits tax (a form of ad valorem property tax), levied on
all taxable property within the Storm Water District.
“Tangible Property” shall mean tangible property, including curtilage, used as a principal place of residence by an
(1) owner of property; (b) individual who is buying the tangible property under a contract; or (3) individual who has
a beneficial interest in the owner of the tangible property.
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“Tax Increment” shall mean the incremental real and designated depreciable personal property taxes derived from
the Areas to be received by the Commission.
“Term Bonds” shall mean, collectively, the Bonds maturing on July 15, 2027 (bearing interest at a rate of 5.000%
per annum),on July 15, 2028 (bearing interest at a rate of 3.000% per annum), on July 15, 2029 (bearing interest at a
rate of 5.000% per annum), on July 15, 2030 (bearing interest at a rate of 5.000% per annum), on July 15, 2031
(bearing interest at a rate of 5.000% per annum), on July 15, 2032 (bearing interest ata rate of 5.000% per annum),
on July 15, 2033 (bearing interest at a rate of 5.000% per annum), on July 15, 2034 (bearing interest at a rate of
5.000% per annum) and on January 15, 2036(bearing interest at a rate of 5.000% per annum).
“Trending” shall mean the annual revaluation of real property assessments to reflect market value based on
comparable sales data.
“Trustee” shall mean The Huntington National Bank, in Indianapolis,Indiana, as trustee, registrar and paying agent,
under the Bond Bank Indenture and each of the Authority Indentures.
“2008 Legislation” shall mean Public Law 146-2008 enacted by the Indiana General Assembly in 2008.
“2016B Policy” shall mean a Municipal Bond Debt Service Reserve Insurance Policy related to Qualified Obligation
15.
“2016C Policy” shall mean a Municipal Bond Debt Service Reserve Insurance Policy related to Qualified Obligation
16.
“UCAS” shall mean Umbaugh Cash Advisory Services, LLC.
“Umbaugh”shall mean H.J. Umbaugh & Associates, Certified Public Accountants, LLP.
“Underwriters” shall mean the underwriters identified on the outside front cover page of the Official Statement.
“Utility Department” shall mean the utility department of the City of Carmel.
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