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Home My WebLink AboutCarmel Bond Bank Taxable Special Bond Series 2016 NEWISSUERating:S&PGlobalRatings“AA+” Book-Entry-Only This FinalOfficial Statement isdated July 21, 2016 Interest on the Bondsis notexcludable from gross income for federal income tax purposes.In the opinion of Barnes & Thornburg LLP, Indianapolis, Indiana (“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 Fherein. $29,720,000 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK Carmel, Indiana TAXABLE SPECIAL PROGRAM BONDS, SERIES 2016 (City Center II and Midtown Phase 1A Projects) Original Date: Date of Delivery (August 4, 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 $29,720,000of itsTaxable Special ProgramBonds, Series 2016(City Center II and Midtown Phase 1A Projects) (the “Bonds”)for the purpose of providing funds to(a) purchasetheQualified 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 aresolution adopted by the Board of Directors of The City of Carmel Local Public Improvement Bond Bank on June 28, 2016, and are issued under and secured by the Trust Indenturedated as of August 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 Redevelopment District (the “Redevelopment District”)andthe Carmel Redevelopment Authority (the “Authority”) (collectively, the “Qualified Entities”)will deliver their respectiveQualified 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 or any 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. The 2016 District Bonds (Qualified Obligation 1)(defined herein)are payable from a special benefits tax (a form of ad valorem property tax) levied on all taxable property within the Carmel Redevelopment District(the “Redevelopment District”). The 2016D Authority Bonds(Qualified Obligation 2)(defined herein)arepayable from lease rental payments, which lease rental payments are secured by and payable from a special benefits tax (a form of ad valorem property tax) levied on all taxable property within the Redevelopment District. The boundaries of the City andtheRedevelopment 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 MaturityPrincipalRateCUSIPMaturityPrincipalRateCUSIP January 15, 2020$525,000 1.576%BH2July 15, 2023$550,000 2.163%BQ2 July 15, 2020405,000 1.626%BJ8January 15, 2024555,000 2.292%BR0 January 15, 2021410,000 1.726%BK5July 15, 2024560,000 2.342%BS8 July 15, 2021530,000 1.776%BL3January 15, 2025570,000 2.442%BT6 January 15, 2022535,000 1.913%BM1July 15, 2025575,000 2.492%BU3 July 15, 2022540,000 1.963%BN9January 15, 2026585,000 2.592%BV1 January 15, 2023545,000 2.113%BP4July 15, 2026590,000 2.642%BW9 Term Bonds $5,070,000of Term Bonds at 3.192% due July 15, 2030, CUSIP BY5 $2,785,000of Term Bonds at 3.392% due July 15, 2032, CUSIP BZ2 $14,390,000of Term Bonds at 3.762% due January 15, 2041, CUSIP CB4 Note: Price of all Bonds: 100% * Copyright 2016 CUSIP Global Services. CUSIP data herein is provided by CUSIP Global Services, managed on behalf of the America Bankers Association by S&P Global Marketing Intelligence. 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.Certain legal matters will be passed onfor the Cityby 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 bepassed 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 August 4, 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 LEVEL ABOVE 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 information or 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 for such 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 ANY OBLIGATION 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...............................................................................................................................5 Schedule of Amortization$29,720,000Principal Amount of The City of Carmel Local Public Improvement Bond Bank Taxable Special Program Bonds, Series 2016...............................................................................................6 Securities Being Offered Authorization and Approval Process of the Bonds...........................................................................................7 Security and Sources of Payment of the Bonds................................................................................................7 The Qualified Entities and The Qualified Obligations.....................................................................................7 Qualified Obligations of the City of Carmel Redevelopment District..............................................................7 Qualified Obligations of the Carmel Redevelopment Authority......................................................................9 Enforcement of the Qualified Obligations.......................................................................................................11 Funds and Accounts........................................................................................................................................11 Risks to Bondholders.......................................................................................................................................12 Investment of Funds........................................................................................................................................13 The Bonds Interest Calculation..........................................................................................................................................13 Redemption Provisions....................................................................................................................................14 Book-Entry-Only System................................................................................................................................15 Procedures forProperty Assessment, Tax Levy and Collection.............................................................................17 Circuit Breaker Tax Credit.....................................................................................................................................19 Continuing Disclosure............................................................................................................................................21 Bond Rating............................................................................................................................................................23 Underwriting...........................................................................................................................................................23 Financial Advisor...................................................................................................................................................23 Legislative Proposals..............................................................................................................................................24 Tax Matters.............................................................................................................................................................24 Litigation................................................................................................................................................................25 Certain Legal Matters.............................................................................................................................................25 Legal Opinions and Enforceability of Remedies....................................................................................................25 Appendices: AGeneral Information BAccounting Report CSummary of Certain Provisions of the Bond Bank Indenture DDistrict Bond Resolution(Related to Qualified Obligation #1) ESummary of Certain Legal Documents Related toQualified Obligation #2 FForm ofOpinionof Bond Counsel GForm of Continuing Disclosure Undertaking Agreement (This page intentionally left blank.) 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 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 Commission Redevelopment AuthorityExecutive DirectorRedevelopment Commission Robert Bush, PresidentCorrie MeyerWilliam Hammer, President John Getz, Vice-PresidentDavid C. Bowers, Vice-President Debra Zipes, Secretary/TreasurerHenry Mestetsky, Secretary Bill Brooks Michael Kerschner Jeff Worrell Redevelopment Commission Financial AdvisorCounselBond Counsel 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 (This page intentionally left blank.) 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. FINALOFFICIAL STATEMENT $29,720,000 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK Carmel, Indiana TAXABLE SPECIAL PROGRAMBONDS, SERIES 2016 (City Center II and Midtown Phase 1A Projects) INTRODUCTION TO THE OFFICIAL STATEMENT The City of Carmel Local Public Improvement Bond Bankisissuing $29,720,000of itsTaxable Special Program Bonds, Series 2016(City Center II and Midtown Phase 1A Projects) (the “Bonds”). 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. The Bond 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.There is currently one vacancy on the Board of Directors. On May 5, 2016, the Bond Bank issued $214,455,000 of Multipurpose Bonds, Series 2016(the “2016Multipurpose Bonds”).The 2016 MultipurposeBonds were issued under and secured by a Trust Indenture dated as of May 1, 2016 (the “2016 Multipurpose Bond Bank Indenture”).The 2016 Multipurpose Bonds were issued to purchase seventeenqualified obligations, as described in the Final Official Statement dated April 20, 2016. As of the date of this Official Statement, the Bond Bank has not issued any bonds, notes or other debt obligations other than the 2016 Multipurpose Bonds.The Bonds will be issued and secured separately from all other obligations issued by the Bond Bank, including the 2016 Multipurpose Bonds.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 -1- purposes.Any future obligations will be secured separately and independently from the2016Multipurpose Bonds, the 2016 Multipurpose Bond Bank Indenture,theBonds 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 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 from the 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 of the 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 Qualified Entities, comprised of the City of Carmel Redevelopment District(the “Redevelopment District”)and the Carmel Redevelopment Authority (the “Authority”), will deliver their respective Qualified Obligations to the Bond Banksimultaneous with the Bond Bank’s delivery of the Bonds to the purchasers thereof. QualifiedObligations(QO’s) Carmel Redevelopment District: Qualified Obligation1 $18,830,000of City of Carmel, Indiana,Redevelopment DistrictTaxableBonds of 2016(City Center II Projects) (the “2016 District Bonds”) Carmel Redevelopment Authority: Qualified Obligation 2 $10,890,000of City of Carmel Redevelopment Authority Taxable Lease RentalBonds, Series 2016D(Midtown Phase 1A Projects)(the “2016D Authority Bonds”) 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 Bondsand 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 CarmelRedevelopment District(the “Redevelopment District”) andthe City of Carmel Redevelopment Authority(the “Authority”).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 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 Obligation of the Redevelopment District The 2016 District Bonds (Qualified Obligation 1) arepayable from a special benefits tax(which is a form of ad valorem property tax)(the “RedevelopmentSpecial Benefits Tax”) levied on all taxable property within the RedevelopmentDistrict.The boundaries of the RedevelopmentDistrict are coterminous with the boundaries of the City. The Carmel Redevelopment Commission (the “Commission”)reasonably expects to pay debt service on 2016 District Bonds from other legally available revenues, including but not limited toTax Increment derived fromone or more allocation areasestablished within the Redevelopment District to be received by the Commission, including but not limited to the City Center Allocation Areas, any Payment in Addition to Taxes agreements and any -2- developer or component guarantee agreements. Payment of principal and intereston 2016 District Bondsis further secured by amounts on deposit in or credited to a debt service reserve fund tobe established pursuant totheDistrict Bond Resolution. Qualified Obligation of the Authority The 2016D Authority Bonds (Qualified Obligation 2)arepayable from lease rental payments to be made by the Commission under the terms of the Lease. Such Lease Rentals are payable from the Redevelopment Special Benefits Taxlevied on all taxable property within the Redevelopment District.The boundaries of the Redevelopment District are coterminous with the boundaries of the City. The Commission reasonably expects to pay such Lease Rentals from other legally available revenues, including but not limited toTax Increment derived fromone or more allocation areasestablished within the Redevelopment District to be received by the Commission, including but not limited to the Midtown Allocation Area, any Payment in Addition to Taxes agreements and any developer or component guarantee agreements.Payment of principal and interest on the 2016DAuthority Bondsis further secured byamounts on deposit inor credited toadebt service reserve fund to be held under the AuthorityIndenture. 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. (See “Circuit Breaker Tax Credit”herein.) R EDEMPTION P ROVISIONS The Bondsare subject to optional redemption beginning July 15, 2026as more fullydescribed herein.The Bonds issued as Term Bondsaresubjectto 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 DTCor 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 corporate trust office of the Trustee, or by wire The principal on the Bondsshall be payable at the designated 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 theaddresses as they appear on the registration -3- 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 1:00 p.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 more than 45 days prior to the date fixed for redemption. T AX M ATTERS Interest on the Bondsis notexcludable from gross income for federal income tax purposes.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 Ffor the form of opinion of Bond Counsel. 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. -4- S OURCES AND U SES OF F UNDS Uses Available proceeds for purchase of Qualified Obligations$26,297,008.70 Capitalized interest (1)2,823,687.69 Costs of issuance and contingencies (2)425,392.59 Premiumsfor Debt Service Reserve Fund Surety Policies(3)55,031.02 Underwriter’s discount118,880.00 Total Uses of Funds$29,720,000.00 Sources The City of Carmel Local Public Improvement Bond Bank Taxable Special ProgramBonds, Series 2016$29,720,000.00 Total Sources of Funds$29,720,000.00 (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, S&P 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 the Qualified Obligationswill be retained by the Bond Bank and applied to pay the premiumsfor thedebt service reserve surety policies. -5- S CHEDULE OF A MORTIZATION$29,720,000P RINCIPAL A MOUNT OF T HE C ITY OF C ARMEL L OCAL P UBLIC I MPROVEMENT B OND B ANK T AXABLE S PECIAL P ROGRAM B ONDS,S ERIES 2016 PaymentPrincipalInterestBudget Year DateOutstandingPrincipalRatesInterestTotalTotal (-------In Thousands------)(%) 01/15/2017$29,720 $428,476.64$428,476.64$428,476.64 07/15/201729,720 479,042.21479,042.21 01/15/201829,720 479,042.21479,042.21958,084.42 07/15/201829,720 479,042.21479,042.21 01/15/201929,720 479,042.21479,042.21958,084.42 07/15/201929,720 479,042.21479,042.21 01/15/202029,720$5251.576479,042.211,004,042.211,483,084.42 07/15/202029,195 4051.626474,905.21879,905.21 01/15/202128,7904101.726471,612.56881,612.561,761,517.77 07/15/202128,3805301.776468,074.26998,074.26 01/15/202227,8505351.913463,367.86998,367.861,996,442.12 07/15/202227,3155401.963458,250.58998,250.58 01/15/202326,7755452.113452,950.48997,950.481,996,201.06 07/15/202326,2305502.163447,192.56997,192.56 01/15/202425,6805552.292441,244.30996,244.301,993,436.86 07/15/202425,1255602.342434,884.00994,884.00 01/15/202524,5655702.442428,326.40998,326.401,993,210.40 07/15/202523,9955752.492421,366.70996,366.70 01/15/202623,4205852.592414,202.20999,202.201,995,568.90 07/15/202622,8355902.642406,620.60996,620.60 01/15/202722,245600(1)3.192398,826.70998,826.701,995,447.30 07/15/202721,645610(1)3.192389,250.70999,250.70 01/15/202821,035615(1)3.192379,515.10994,515.101,993,765.80 07/15/202820,420630(1)3.192369,699.70999,699.70 01/15/202919,790640(1)3.192359,644.90999,644.901,999,344.60 07/15/202919,150645(1)3.192349,430.50994,430.50 01/15/203018,505660(1)3.192339,136.30999,136.301,993,566.80 07/15/203017,845670(1)3.192328,602.70998,602.70 01/15/203117,175680(2)3.392317,909.50997,909.501,996,512.20 07/15/203116,495690(2)3.392306,376.70996,376.70 01/15/203215,805700(2)3.392294,674.30994,674.301,991,051.00 07/15/203215,105715(2)3.392282,802.30997,802.30 01/15/203314,390725(3)3.762270,675.90995,675.901,993,478.20 07/15/203313,665740(3)3.762257,038.65997,038.65 01/15/203412,925755(3)3.762243,119.25998,119.251,995,157.90 07/15/203412,170770(3)3.762228,917.70998,917.70 01/15/203511,400785(3)3.762214,434.00999,434.001,998,351.70 07/15/203510,615795(3)3.762199,668.15994,668.15 01/15/20369,820810(3)3.762184,714.20994,714.201,989,382.35 07/15/20369,010825(3)3.762169,478.10994,478.10 01/15/20378,185840(3)3.762153,959.85993,959.851,988,437.95 07/15/20377,345860(3)3.762138,159.45998,159.45 01/15/20386,485870(3)3.762121,982.85991,982.851,990,142.30 07/15/20385,615895(3)3.762105,618.151,000,618.15 01/15/20394,720910(3)3.76288,783.20998,783.201,999,401.35 07/15/20393,810925(3)3.76271,666.10996,666.10 01/15/20402,885945(3)3.76254,266.85999,266.851,995,932.95 07/15/20401,940960(3)3.76236,491.40996,491.40 01/15/2041980980(3)3.76218,433.80998,433.801,994,925.20 Totals$29,720$15,759,004.61$45,479,004.61$45,479,004.61 (1)$5,070,000 of Term Bonds due July 15, 2030. (2)$2,785,000 of Term Bonds due July 15, 2032. (3)$14,390,000 of Term Bonds due January 15, 2041. -6- 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 June 28, 2016, and are issued under and secured by the Trust Indenture dated as of August1, 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 Entitieswith 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 ofthe 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 instruments related tothe Qualified Obligationsin 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 CarmelRedevelopment District (the“Redevelopment District”) andthe City of Carmel Redevelopment Authority(the “Authority”).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 R EDEVELOPMENT D ISTRICT Qualified Obligation 1:AuthorizationandPurpose: The City of Carmel Redevelopment Commission (the “Commission”) is the governing body of the City of Carmel Department of Redevelopment and the Redevelopment District. The 2016 District Bonds (Qualified Obligation 1) are being issued under the authority of Indiana law, including, without limitation, Indiana Code § 36-7-14, as in effect on the date of delivery of the 2016 District Bonds and pursuant to the Bond Resolution adopted by the Commission on February 18, 2015(the “District Bond Resolution”). A resolution approving the issuance of the 2016 District Bondswas adopted by the Common Council of the City on December 15, 2014. The 2016 District Bonds are being issued in connection with a$70million development, known as City Center II, which is being developed by Pedcor LLCandwill consist of sevenmixed-use commercial buildings totaling approximately 550,000square feet, located withinthe Carmel Downtown Economic Development Area.The proceeds of the 2016 District Bondswill be used to fund the construction of certain projects locatedin, or directly benefitting and serving, the Carmel Downtown Economic Development Area and the City Center Redevelopment Area. Such projects will include all or any portion ofthe construction, renovation, improvement and equipping of additional local public improvements, redevelopment projects and other capital improvements including, without limitation, (a) landscaping and streetscaping projects; (b) lighting upgrades; (c) roads, streets, sidewalks and other public ways; (d) parking facilities; (e) improvements, upgrades, repairs and/or relocation of water, sewer, drainage or other utility infrastructure; (f) site work and preparation to support mixed use development; and (g) other -7- necessary public infrastructure. Such local public improvements, redevelopment projects and other capital improvementsmayspecifically include:construction, improvement and/or equipping of the Park East Parking Garage Facility; construction, improvement and/or equipping of extensions to Veterans Way; construction, improvement and/or equipping of the roads, streets, sidewalks and other public ways adjacent to or serving the existing or proposed Baldwin Building, the Chambers Building, the Holland Building, the Playfair Building and the Park East Parking Garage Facility;construction, improvement and/or equipping of the steps project; construction, improvement and/or equipping of the Rangeline Road entrance; and construction, improvement and/or equipping of roads, streets, sidewalks and other public ways adjacent to or serving the existing or proposed Kent Building.The 2016 District Bond proceeds will also be used to pay the premium for a debt service reserve surety policy, capitalized interest and issuance expenses. Qualified Obligation 1:Security and Sources of Payment: The 2016 District Bonds do not constitute a corporate obligation of the City, but constitute an obligation and indebtedness of the RedevelopmentDistrict, as a special taxing district. The 2016 District Bonds arepayable solely from the Redevelopment Special Benefits Tax (which is a form of ad valorem property tax) levied on all taxable property within the RedevelopmentDistrict. The boundaries of the RedevelopmentDistrict are coterminous with the boundaries of the City. The Commissionhas reserved the right and reasonably expects, but is not required, to pay the debt service 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 establishedwithin the Redevelopment District to be received by the Commission, includingbut not limited to the Carmel DowntownAllocation AreaNo. 3, Motor Court East Allocation Area, Motor Court West Allocation Area, Pedcor Office 5 Allocation Areaand Kent Allocation Area (the “City Center Allocation Areas”), any Payment in Addition to Taxes agreements and any developer or component guarantee agreements.TheCity Center Allocation Areas represent portions of the Carmel Downtown Economic Development Area and the City Center Redevelopment Areathat have been designated aseconomic development and redevelopment allocation areas. The base assessment date of the City Center Allocation Areas is March 1, 2014. However, the Commissionis under no obligation to pay the debt service on the 2016 District Bonds from any funds other than the Redevelopment Special Benefits Tax.The 2016 District Bonds are further secured by amounts on deposit in or credited to a debt service reserve fund to be established under the District Bond Resolution. To the extent that other legally available revenues applied to the payment of debt service on 2016 District Bondsare not sufficient, the Commissionis obligated to levy the RedevelopmentSpecial Benefits Tax in an amount sufficient to pay debt service due on the 2016 District Bonds and to restore the reserve fund under the District Bond Resolution to the amount required thereunder, as further described in this section. Debt Service Reserve Fund: A debt service reserve fund will be established and held under the District Bond Resolution to further secure the payment of principal and interest due on the 2016 District Bonds. The Commission is required to maintain a balance in the debt service reserve fund equal to the maximum annual principal and interest requirements on the 2016 District Bonds(the “2016 District Bond Reserve Requirement”). Under the District Bond Resolution, the Commissionat its option may satisfy all or any part of its obligation to maintain amounts equal to the 2016 District BondReserve Requirement in the debt service reserve fund with a surety bond, letter of credit or other financial instrument(the “ReserveFund Credit Facility”)issued by a credit provider (the “Credit Provider”). Except as provided in a Reserve Fund Credit Facility, moneys in the debt service reserve fund,up to the amount of the 2016 District BondReserve Requirement,are required under the District Bond Resolution to be held and applied solely for the payment of interest on and principal of the 2016 District Bonds. If moneys in the debt service reserve fund exceed the 2016 District BondReserve Requirement, such excess shall be transferred to the revenues account, as further detailed in the District Bond Resolution. The District Bond Resolution provides that the Commissionwill take all steps necessary to levy and collect the RedevelopmentSpecial Benefits Tax in 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 2016 District BondReserve Requirementand pay any reimbursement that is due, or to become due pending the collection of such special benefits taxes, and owing to any Credit Provider. -8- The debt service reserve fund for the 2016 District Bondswill be initially fundedby deposit of a Reserve Fund Credit Facility therein provided by a Credit Provider and replenished (if necessary) to maintain a balance equal to the 2016 District BondReserve Requirement.A commitment has been made by Build America Mutual Assurance Company, a New York domiciled mutualinsurance corporation(“BAM”), for the issuance of its Municipal Bond Debt Service Reserve Insurance Policy (the “2016District Policy”)in connection with the 2016 District Bonds for the purpose of funding the debt service reserve fund. The 2016 District Policy constitutes a Reserve Fund Credit Facility and will be issued in an amount sufficient to satisfy the 2016 District Bond Reserve Requirement. The 2016 District Policy is expected to be delivered by BAM upon the issuanceand delivery of the 2016 District Bonds. Refer to the District Bond Resolutionin Appendix D. Q UALIFIED O BLIGATIONSOF THE C ARMEL R EDEVELOPMENT A UTHORITY Qualified Obligation 2: Authorization and Purpose: The Carmel Redevelopment Authority (the “Authority”) was established to provide for the financing of lease bonds issued under Indiana Code §36-7-14.5. The 2016D Authority Bonds(Qualified Obligation 2)are being 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 the 2016D Authority Bonds, pursuant to a resolution adopted by the Authority on March 23, 2016, and pursuant to the Trust Indenture dated as of August1, 2016 (the “AuthorityIndenture”) between the Authority and the Trustee, as trustee, registrar and paying agent thereunder, and the Lease Agreement dated as of March 23, 2016 (the “Lease”) between the Authority and the Commission. A resolution approving the Lease was approved by the Commission on March 23, 2016, anda resolution approving the Lease and the issuance of the 2016D Authority Bondswas adopted by the Common Council of the City on March 21, 2016. The 2016D Authority Bonds are being issued in connection with a major redevelopment project, known as “Midtown”, which is being developed by several developers within the Old Towne Economic Development Area. Midtown Phase 1A will include a 135,000square foot office building to be leased to Allied Solutions and Century 21 Realty, and two smaller commercial buildings. Theproceeds of the 2016DAuthority Bondswill be used to fund the construction of certain projects located in, or directly benefitting and serving, the Old Towne Economic Development Area. Such projects will includeall or any portion of (a) the design, acquisition, construction, inspection and equipping of two multi-level parking garagesand a public plaza, all of which will be located near the rdst Street SW and 1Avenue SW; (b) the acquisition of any land or right-of-way necessary therefor; intersection of 3 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.The 2016D Authority Bond proceeds will also be used to pay the premium for a debt service reserve surety policy,capitalized interest and issuance expenses. Qualified Obligation 2: Security and Sources of Payment: The 2016D Authority Bonds do not constitute a corporate obligation of the City or the Commission, but constitute a special and limited obligation of the Authority payable solely from the trust estate created and established under the AuthorityIndenture, including the funds and accounts established thereunder.The 2016D Authority Bonds are payable from lease rental payments to be made by the Commission under the terms of the Lease (the “Lease Rentals”). Such Lease Rentals are payable solely from the Redevelopment Special Benefits Tax (which is a form of ad valorem property tax), levied on all taxable property within the Redevelopment District.The boundaries of the Redevelopment District are coterminous with the boundaries of the City.The Commission has reserved the right and reasonably expects, but is not required, to pay such Lease Rentals from any other legally available revenues, including but not limited toTax Incrementderived from one or more allocation areasestablished within the Redevelopment District to be received by theCommission, includingbut not limited to the Midtown Allocation Area, any Payment in Addition to Taxes agreements and any developer or component guarantee agreements.The Midtown Allocation Area represents a portion of the Old Towne Economic Development Area that has been designated as an economic development allocation area. The base assessment dateof the Midtown Allocation AreaisJanuary 1, 2016. However, the Commission is under no obligation to pay the Lease Rentals from any funds other than the Redevelopment Special Benefits Tax.The 2016D Authority Bonds arefurther secured by amounts on deposit in or credited to a debt service reserve fund to be held under the Authority Indenture. -9- To the extent that other legally available revenues arenot sufficient, the Commission is obligated to levy the Redevelopment Special Benefits Tax in an amount sufficient to pay Lease Rentals due with respect to the 2016D Authority Bonds. Pursuant to the Authority Indenture, the Authority may issue additionalbonds on parity with the 2016D Authority Bonds, upon satisfaction of certain conditions, including without limitation, an amendment to the Lease or a new lease which requires the Commission to pay lease rentals in an amount sufficient to pay the principalof and interest on such additional bonds, and evidence that the amount on deposit in the debt service reserve fund under the Authority Indenture will be not less than the reserve requirement in effect upon the delivery of such additional bonds by the Authority.Until an affidavit of completion is filed by the Authority with the Trustee with respect to the projects financed by a series of additional bonds, the trust estate securing such additional bonds of the Authority will be limited to: (i) the proceedsof such series of additional bonds deposited into the construction account established at the time such additional bonds are issued, and (ii) any other funds specifically pledged to such series of additional bonds in the supplemental indenture executed and delivered by the Authority at the time such series of additional bonds are issued.Therefore, holders of the 2016D Authority Bonds will not be subject to any construction period risk related to any additional bonds issued on parity with the 2016D Authority Bonds.For greater detail, refer to the Summary of Certain Provisions of the Authority Indenture—Additional Bonds in Appendix E-3 hereto. Leased Premises:The leasedpremises being acquired or constructed by the Authority from a portion of the proceeds of the 2016D Authority Bondsand leased to the Commission under the terms of the Lease (the “Leased Premises”) st consist of the real estate,roads and other improvements related to all or a portion of the property located between 1 Avenue SW to the eastand the Monon Trail to the west, between an area generally bounded to the north by an ndth Street SW and to the south by an extension of 6Street SE, all of which is located within the extension of 2 corporate boundaries of the Cityand within the Old Towne Economic Development Area. If any part of the Leased Premises should ever be condemned or partially or totally destroyed, the Lease Rentals will be abated during the period in which the Leased Premises are unfit or unavailable for their intended useor occupancy. In such a case, rental value insurancefor the portion of the Leased Premises consisting of the parking garagesis to be available to payLease Rentals due during this time for a period of up to two years. The Lease also requires the Commission to carry public liabilityinsurance, as further described therein. Any insurance proceeds (other than rental value insurance) will be applied toward extinguishment or satisfaction of the liability with respect to which such insurance proceeds are paid. The Lease Rentals to be paid by the Commission each January 1 and July 1 for the use of the Leased Premises will be equal to an amount which will be sufficient to pay unpaid principal of and interest on the 2016D Authority Bonds 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 theAuthority. 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 the 2016D Authority Bonds), including all accrued and unpaid interest to the date of redemption. Upon exercise of such option at any time that the 2016D Authority Bondsarenot then subject to optional redemption (which is the same for the Bonds), the proceeds of such purchase pricewill be deposited with the AuthorityIndenture Trustee and applied to the payment of debt service on the 2016D Authority Bondswhen due. Debt Service Reserve Fund:A debt service reserve fund will be established and held under the AuthorityIndenture to further secure the payment of principal and interest due on the 2016D Authority Bonds. The Trustee is required to maintain a balance in the debt service reserve fund equal to the maximum annual principal and interest requirements on the 2016D Authority Bonds(the “2016D Authority BondReserve Requirement”). Under the Authority Indenture,upon certain conditions the Authoritymay satisfy all or any part of its obligation to maintain amounts equal to the 2016DAuthority BondReserve Requirement in the debt service reserve fund by depositing or substituting aReserve 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 instrument issued or provided by 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 of the Bond Bank Bonds. -10- Except as provided in a Reserve Fund Credit Facility, moneys in the debt service reserve fund up to the amount of the 2016DAuthority BondReserve Requirement are required under the Authority Indentureto be held and applied solely for the payment of interest on and principal of the 2016DAuthority Bonds. If moneys in the debt service reserve fund exceed the 2016DAuthority BondReserve Requirement, such excess shall be transferred to the sinking or operation funds, as further detailed in the Authority Indenture. The Authority Indentureprovides that, in the event that the amounts on deposit in the debt service reserve fund are less than the 2016D Authority Bond Reserve Requirement, the Trustee will give notice to the Authority of such deficiency. The Authority will take all steps necessary to causethe Commission to levy and collect the Redevelopment Special Benefits Tax in 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 2016DAuthorityBondReserve Requirement and pay any reimbursement that 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 the 2016DAuthorityBonds will be initially fundedwith cash of the Commission. Upon commencement of theterm of theLease, thedebt service reserve fund for the 2016D Authority Bonds will be fundedby deposit of a Reserve Fund Credit Facility therein provided by a Credit Provider and replenished (if necessary) to maintain a balance equal to the 2016DAuthorityBond Reserve Requirement. Aforward commitment has been made by Build America Mutual Assurance Company, a New York domiciled mutual insurance corporation, for the issuance of its Municipal Bond Debt Service Reserve Insurance Policy (the “2016D Authority Policy”) in connection with the 2016D Authority Bonds for the purpose of funding the debt service reserve fund. The 2016D Authority Policy constitutes a Reserve Fund Credit Facility and will be issued in an amount sufficient to satisfy the 2016D Authority Bond Reserve Requirement. The 2016D Authority Policy is expected to be delivered by BAM upon the issuance and delivery of the 2016D Authority Bonds, however the 2016D Authority Policy will not be effective untilthe first lease payment is due under the Lease.Upon the effective date of the 2016D Authority Policy, the cash in the debt service reserve fund will bereleased andreturned to the Commission. Refer to the Summary of Certain Legal Documents Related to Qualified Obligation #2 in Appendix E. 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,District Bond Resolution andAuthorityIndentureestablishcertain funds and accounts and the flow of funds. (For greater detail, refer to the Summary of Certain Provisions of the Bond Bank Indenture providedin Appendix C, the DistrictBond Resolution (Related to Qualified Obligation #1)provided inAppendix D and the Summary of Certain Legal Documents Related to Qualified Obligation #2 provided in Appendix E. Completecopiesof theBond Bank Indentureand Qualified Entities’ authorizing instrumentsmay be obtained from the City.) -11- R ISKS TO B ONDHOLDERS 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 BondBank will notmaintain a debt service reserve fund for the Bonds. 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 the 2016D Authority Bonds (Qualified Obligation2)are payable only from Lease Rentals received by the Trustee on behalf of the Authority from the Commission pursuant to theLease.The Authorityhas no taxing power.The Authority has no source of funds from which to pay debt service on the 2016D Authority Bondsexcept monies collected from Lease Rentals and funds held under the Authority Indenture.According to the Lease, the Lease Rentals will commence on the date of completion or January 1, 2020, whichever is later. Bond proceeds will be held by the Trustee to pay interest on the 2016D Authority Bonds through and including July 15, 2019. In the event theLeased Premises are not completed, the Commission cannot pay the Lease Rentals. If, for any reason, the Leased Premisesare damaged or destroyed and unavailable for use, the Commission would no longer be able to pay Lease Rentals under the Lease.However,the Commission is required by the Leaseto maintainpublic liabilityinsurance, andrental 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.Any insurance proceeds (other than rental value insurance) will be applied toward extinguishment or satisfaction of the liability with respect to which such insurance proceeds are paid. To the extent that the damaged or destroyed Leased Premises arenot replaced or repaired or areunavailable for use beyond the period covered by anyrental value insurance or the debt service reserve fundfor 2016D Authority Bondsareinsufficient 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 the 2016D Authority Bonds. (2)General Risks:While the Redevelopment Special Benefits Tax is pledged to the payment of the debt service on 2016District Bonds (Qualified Obligation 1)and the payment of the Lease Rentals on the 2016D Authority Bonds (Qualified Obligation 2), the Commission intends to pay the debt serviceand Lease Rentals on the Qualified Obligationsfrom other legally available revenues. The other legally available revenues are not pledged to the payment of debt serviceor 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 Qualified Obligation 1or the Lease Rentals with respect to Qualified Obligation 2. (3)Risks Associated with the Special Benefits Tax Revenues: There are risk factors associated with the Redevelopment Special Benefits Tax: (a)Tax Collection. In the event of delayed billing, collection or distribution by the County Auditor of ad valorem property taxes, including the Redevelopment Special Benefits Tax levied on the Redevelopment District, sufficient funds may not be available to(i) the Commissionin time to pay debt service on Qualified Obligation1when due,or(ii)the Commissionin time to pay the Lease Rentalsunder the Leasewhen due, thereby impacting the ability of the Authority to pay debt service on Qualified Obligation 2 when due.This risk is inherent in all property tax-supported obligations. The debt service reserve fundsestablished will helpto mitigate this timing risk, but donot eliminate it. The respective debt service reserve funds for the Qualified Obligationswill be held by the Trustee under separate instrumentson behalf of theCommissionandAuthority. No debt servicereserve fund will be established under the Bond Bank Indenture or otherwise held on behalf of the Bond Bank. (b)Circuit Breaker Tax Credit. If applicable, the Circuit BreakerTax 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. -12- 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 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 Credit were granted and any loss in revenue resulting from any applicable Circuit Breaker Tax Credit will reduce only other“unprotected taxes.” 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 bondssecured 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 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 inthe reassessment and trending process or appeals of reassessments could adversely affect the collection of property taxes. (4)Risks Associated with Tax Increment and Other Legally Available Revenues: The Commission reasonably expects to make thedebt service and 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, the Commission is required to levy the Redevelopment Special Benefits Tax. A firm estimate of Tax Incrementand other legally available revenues should be available by the time of the decision to levy the Redevelopment Special Benefits Tax for the upcoming debt service and 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 debt service or Lease Rental payment is due. The debt service reserve funds established for the Qualified Obligationswill help to mitigate this timing risk, but do not eliminate it. However, the Commission ispermitted to use other legally available funds to make the respectivedebt service andLease Rentalpayments. (5)Adverse Legislative Action:It is 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 impacting the Bonds and the Qualified Obligations. Refer to the “Legislative Proposals”section herein. In addition to the risks outlined in this section, there are certain risks specific to Tax Increment. Such risks could have an impact on the anticipated repayment of the 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. -13- R EDEMPTION P ROVISIONS Optional Redemption: The Bondsmaturing on or after January 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 15, 2030, July 15, 2032 andJanuary 15, 2041(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, 2030Term Bond dueJuly 15, 2032 DateAmountDateAmount 01/15/27$600,00001/15/31$680,000 07/15/27610,00007/15/31690,000 01/15/28615,00001/15/32700,000 07/15/28630,00007/15/32Final maturity715,000 01/15/29640,000 07/15/29645,000Total$2,785,000 01/15/30660,000 07/15/30Final maturity670,000 Total$5,070,000 Term Bond dueJanuary 15, 2041 DateAmount 01/15/33$725,000 07/15/33740,000 01/15/34755,000 07/15/34770,000 01/15/35785,000 07/15/35795,000 01/15/36810,000 07/15/36825,000 01/15/37840,000 07/15/37860,000 01/15/38870,000 07/15/38895,000 01/15/39910,000 07/15/39925,000 01/15/40945,000 07/15/40960,000 01/15/41 Final maturity980,000 Total$14,390,000 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 -14- 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 creditedon 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 Bondsforoptional 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’slargest 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 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 Bondsdepositedby 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 -15- 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 Direct Participants 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 to any 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 andaddresses 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 theinterest 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 isto 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 othernominee 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. DTC may 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. The information 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 -16- 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 Redevelopment Special Benefits Tax(if imposed on the Redevelopment District) is levied and collected in the same manneras ad valorem property taxes.The boundaries of the Redevelopment District are coterminous with the boundaries of the City. The Indiana General Assembly enacted legislation (Indiana Code§6-1.1-20.6), which providestaxpayers 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 Tax Credit”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 LocalGovernment Finance (“DLGF”) to account for reassessment under certain provisions of the Indiana Code; and (5) any other 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 1through 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. 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 the first installment is due (due dates may be delayed due to a general reassessment or other factors). Property taxes are due and payable to theCounty 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 date and 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 the 2011 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 -17- accurately determine “true tax value” as defined in the Manual and the Guidelines, not to mandate that any specific assessment method befollowed. 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 todetermine 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. An assessment determined by an assessing official in accordance with 50 Indiana Administrative Code 2.4and the Manual and Guidelines ispresumed 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 that an 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 andindustrial 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, 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 thereassessment 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 parcelswithin 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 -18- 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 givento 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 theassessed 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 each year 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 andthe Redevelopment 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 exceeds a percentage of thegross 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. -19- (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 a particular 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 taxingdistrict. 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 ataxpayer’s property tax liability and excluding property taxes imposed after 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 localincome taxes(“LIT”)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. “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 -20- 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 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 2014 and 2015were $1,105,727and $1,132,485, respectively. The Circuit Breaker Tax Credit for budget year 2016is $2,917,489.These amounts do not include the estimated debt serviceonor lease rental payments due with respect to 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 LIT appliedto property tax relief could increase effective property tax rates and the amount 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 the Commissionand the Authority,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”) within one hundred eighty (180) days after the close of each fiscal year of the City, commencing with the Annual 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 Gherein. 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 City has 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 -21- 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 RevenueBonds of 2002, Series B, which were fully refunded in 2012, arating 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 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 Sewage WorksRevenue Bonds of 2005, 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, 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, 2013was 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 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 tothe Indiana Bond Bank Special Program Bonds, Series 2008B -Current Interest Bonds,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, 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 bondinsurer 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, 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, 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 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 calendar year ending December 31, 2012 were not filed on atimely 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 calendar 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 -22- 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. In regards to the Lease Rental Revenue Multipurpose Bonds, Series 2012A, the unaudited financials and operating data for the calendar year ending December 31, 2015 were not property linked. Such linkage issue has been corrected. 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. BOND RATING S&PGlobal Ratings(“S&P”)has assigned a bond rating of “AA+”to the Bonds. Such rating reflects only the view of S&Pand any explanation of the significance of such rating may only be obtained from S&P. 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 S&P.Any downward revision orwithdrawal 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 $29,601,120.00, which is the par amount of the Bondsof $29,720,000.00less the Underwriters’ discount of $118,880.00. 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 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 andthe Lease Sufficiency Report related to Qualified Obligation 2. The Financial Advisor’s fees are expected to be paid from proceeds of the Bonds and the Qualified Obligations. -23- 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 the Bonds. 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 market price of the Bonds. Legislation affecting municipal bonds is considered from time to time by the Indiana legislature and Executive Branch.It is possible that legislationenacted 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 regarding the impact of any such federal or state proposals. TAX MATTERS Interest on the Bondsis notexcludable from gross income for federal income tax purposes.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 Ffor the form of opinion of Bond Counsel. Although Bond Counsel will render an opinion that interest on the Bondsis exempt from State income tax, the accrual or receipt of interest on the Bondsmay otherwise affect an owner’s 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. -24- LITIGATION There is no litigation pending, or, to the knowledge of the officers forthe 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. 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 the authorization, 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 been asked 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 AppendixFof this OfficialStatement. Certain legal matters will be passed onfor the Cityby 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, FaegreBaker 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 & Thornburg LLP. 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 powersof 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. -25- 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-2-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 CarmelRedevelopmentDistrict Debt Limit.................................................................................................A-12 Scheduleof 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 growth within 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 the number one best place to live in America and number threebest 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 metropolitan area. 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, a banquet 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 Artsin CityCenter, 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, otherresource 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 thechief 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: A-1 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: UnionContract Union NameRepresentationExpiration Date Carmel Professional Firefighters IAFF #4444Firefighters12/31/16 Fraternal Order of PolicePolice12/31/16 As of July 8, 2016, the City employed 145 firefighters and 113 police officers who are eligible for union membership. 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- 10.2 and IC 5-10.3) govern, through the Indiana Public Retirement System (INPRS) Board, most requirements of A-2 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. A-3 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 $4,402,470. 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 more than 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. A-5 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. A-6 EMPLOYMENT Unemployment Rate Hamilton HamiltonCounty YearCountyIndianaLabor Force 20115.8%9.1%148,121 20125.3%8.3%151,192 20135.0%7.7%155,994 20144.1%5.9%161,162 20153.4%4.8%164,518 2016, April3.4%4.8%168,884 Source: Indiana Business Research Center. Data collected as of June 14, 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 201527683233385 Source: Carmel Department of Community Services A-7 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 A-8 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 (4th qtr. of 2015)N/A$1,260$1,178 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.DatacollectedasofJune14, 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.DatacollectedasofJune 14, 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 A-9 SCHEDULE OF INDEBTEDNESS ThefollowingscheduleshowstheoutstandingindebtednessoftheCityandthetaxingunitswithinandoverlappingitsjurisdictionasofandfollowingany June 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 Taxable Special Program Bonds, Series 2016$29,720,00001/15/41 - Qualified Obligations: Carmel Redevelopment District Taxable Redevelopment District Bonds of 201618,830,00001/15/41$18,830,000 Carmel Redevelopment Authority Taxable Lease Rental Bonds, Series 2016D10,890,00001/15/4110,890,000 Multipurpose Bonds, Series 2016214,455,00001/15/36 - Qualified Obligations: City of Carmel General Obligation Bonds, Series 2016A1,214,00001/15/361,214,000 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) 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 2014A 9,380,00001/01/184,860,000 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(2)02/01/2636,327,231(1) (3) 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 Leases02/15/267,415,911(4) Sub total631,748,141 (1)The lease rental and bond payments are paid, and are anticipated to be paid, from Tax Increment. (2)Capital Appreciation Bonds. The amount represents the value at maturity. The original issue amount was $27,798,227.15. (3) Amount represents the accreted value as of June 1, 2016. (4) As of July 12, 2016, per the Clerk-Treasurer's office. (Continued on next page) A-10 SCHEDULE OF INDEBTEDNESS (Cont'd) OriginalFinalOutstanding Par AmountMaturityAmount Carmel Redevelopment District (Tax Increment revenues only) Economic Development Revenue Bonds, Series 2015 (KG Main LLC Project)$3,825,00002/01/41(1)$0(1) Taxable Economic Development Revenue Bonds, Series 2013 (Legacy) 4,500,00001/15/354,373,439(2) (3) Restated Installment Purchase Agreements of 2013 (Secondary Number One) 4,500,00007/15/342,333,293(4) 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(5) Taxable Economic Development Revenue Bonds, Series 2011 (Indiana Spine Group)751,50002/01/31697,800(3) Taxable Economic Development Revenue Bonds, Series 2011 (116th Street Centre)2,050,00002/01/361,931,734(3) Taxable Economic Development Revenue Bonds, Series 2006B (Buckingham Gramercy)20,000,00002/01/27148,107 (6) Taxable Tax Increment Revenue Bonds, Series 2004A (Clarian Hospital)9,500,00001/15/245,600,000(3) Sub total26,787,218 Total Tax Supported Debt658,535,360(7) Self-Supporting Revenue Debt Sewage Works Revenue Bonds of 2012$11,040,00005/01/32$9,660,000 Sewage Works Revenue Bonds of 2009 (SRF)5,894,00005/01/304,064,574 Sewage Works Revenue Bonds of 2005 (Amended)10,381,00005/01/266,082,000 Junior Waterworks Revenue Bonds of 201221,625,00005/01/3618,665,000 Indiana Bond Bank Special Program Bonds, Series 2008B Current Interest Bonds 63,770,00006/01/2859,745,000 Capital Appreciation Bonds76,240,000(8)06/01/3431,702,113(9) IWC Lines20,233,74712/31/2513,563,876 2013 Sewage Capital Lease394,74402/19/18166,525(10) Total Self-Supporting Revenue Debt143,649,087 Total Direct Debt$802,184,447 (1)Thebondswereissuedasdrawbonds.TheamountrepresentstheamountofprincipaldrawndownandoutstandingasofJune17,2016.Assumes principal is drawn down prior to February 1, 2017. (2)The bonds were issued as draw bonds. The amount represents the amount of principal drawn down and outstanding as of June 20, 2016. (3) ThebondsarepayablefromTaxIncrementfromaspecificallocationareaanddeveloperorcompanypaymentstotheextentthattheTaxIncrementis insufficient to pay the debt service. (4) Reflects pay-down made on June 30, 2016. (5)The bonds were issued as draw bonds. The amount represents the amount of principal drawn down and outstanding as of June 20, 2016. (6)The bonds were issued as draw bonds. The amount represents the amount of principal drawn down and outstanding as of June 16, 2016. (7)TheCityofCarmelhaspledgedupto$650,000ofannualCountyOptionIncomeTaxasadditionalback-upsecuritytotheHamiltonCounty RedevelopmentDistrictTaxIncrementRefundingRevenueBondsof2015,whicharepayablefromTaxIncrementfromtheThomsonEconomic DevelopmentArea.TheCityofCarmelhaspledgedupto$465,000ofannualCOITasadditionalback-upsecuritytotheHamiltonCounty RedevelopmentAuthorityEconomicDevelopmentLeaseRentalBondsof2011,whicharepayablefromTaxIncrementfromthe96thStreet-U.S. 421 Economic Development Area. (8) Capital Appreciation Bonds. The amount represents the value at maturity. The original issue amount was $20,547,740.20. (9) Amount represents the accreted value as of June 1, 2016. (10) As of July 12, 2016, per the Clerk-Treasurer's office. PercentAmount Allocable toAllocable to Overlapping DebtTotal DebtCity (1)City Tax Supported Debt Hamilton County $165,110,00034.94%$57,689,434 Hamilton County Redevelopment District (Tax Increment revenues only) 10,885,0000.00%0 Carmel Clay Schools 138,000,00097.06%133,942,800 Carmel Clay Public Library 7,385,00097.06%7,167,881 Clay Township 41,435,00097.06%40,216,811 Total Tax Supported Debt$239,016,926 (1) Based upon the 2015 payable 2016 net assessed valuation of the respective taxing units. Inaddition,theBoardofDirectorsoftheDepartmentofStormWaterManagementhasapprovedandtheCityanticipatesafuture Note: issuanceofCityofCarmelStormWaterRevenueBonds,Series2016,payablesolelyfromadirectpledgeoftheStormWaterRevenues. These bonds are anticipated to be issued in 2016. TheCityhasapprovedtheissuanceofseveralbondissuesinconnectionwithproposedprivatedevelopments,whichbondswillberepaid primarilyfromdevelopment-specificTaxIncrementalongwithdeveloperguaranteesforthefollowingprojects:Proscenium,Grand& Main,LegacyPhase2,Meridian&MainPhase2,Gramercy,MidtownEastPhase2,MidtownWest,TheCornerandMain&Monon.At leastthreeofthesebondissueswillbeadditionallysecuredwiththeRedevelopmentSpecialBenefitsTax:MidtownEastPhase2, Midtown West and The Corner. Additionally,certaindevelopershaverecentlyproposedprivatedevelopments(inthefinancingfeasibilitystage)forwhichitislikelythat bonds will be issued in the next year or two, which will be repaid from development-specific Tax Increment and secured by the developer. Theschedulepresentedaboveisbasedoninformationfurnishedbytheobligorsorothersourcesandisdeemedreliable.Wemakenorepresentationor warranty as to its accuracy or completeness. A-11 DEBT RATIOS Thefollowingpresentstheratiosrelativetothetaxsupportedindebtednessofthetaxingunitswithinand overlapping the City as of and following any June 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 $631,748,141$239,016,926$870,765,067 Per capita (1)$7,977.52$3,018.23$10,995.76 Per capita (estimated 2014 population) (2)$7,288.11$2,757.40$10,045.51 Percent of net assessed valuation (3)9.46%3.58%13.04% Percent of gross assessed valuation (4)5.13%1.94%7.07% (1)According to the U.S. Census Bureau, the 2010 population of the City is 79,191. (2)AccordingtotheAmericanCommunitySurvey,the2014populationoftheCityisestimatedtobe 86,682. (3)ThenetassessedvaluationoftheCityfortaxespayablein2016is$6,676,561,803accordingtothe Hamilton County Auditor's office. (4)ThegrossassessedvaluationoftheCityfortaxespayablein2016is$12,309,921,970accordingtothe Hamilton County Auditor's office. CARMEL REDEVELOPMENT DISTRICT DEBT LIMIT Theamountofspecialbenefitstaxdebtaredevelopmentdistrict(asaspecialtaxingdistrict)intheStateof Indianacanincuriscontrolledbythestatutorydebtlimit,whichisanamountequalto2%ofthevalueof taxablepropertywithintheredevelopmentdistrict.PursuanttoIndianaCode36-7-14,thevalueoftaxable propertywithintheredevelopmentdistrictisdividedbythreeforthepurposesofthiscalculation.TheCarmel Redevelopment 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: 2% special taxing district debt issue limit2% Sub-total134,012,509 Divided by 33 Special taxing district debt issue limit44,670,836 Less: Outstanding special benefits tax debt including Qualified Obligation 1(25,365,000) Estimated amount remaining for special benefits tax debt issuance$19,305,836 A-12 SCHEDULE OF HISTORICAL NET ASSESSED VALUATION (As Provided by the Hamilton County Auditor's Office) Year PersonalTotal PayableReal EstateUtilitiesPropertyTaxable Value 2012$5,952,884,868(1)$34,827,030$395,886,159$6,383,598,057 2013(2)5,784,125,97439,341,620367,158,2216,190,625,815 20145,832,715,25040,462,700393,247,6476,266,425,597 20156,040,026,08242,234,990367,520,8096,449,781,881 20166,256,032,95341,805,960378,722,8906,676,561,803 (1)Increase due to the annexation of Clay Township beginning in 2012. (2)Representsresultsofgeneralreassessment.Changesinassessedvaluesofrealpropertyoccur periodicallyasaresultofgeneralreassessmentsscheduledbytheStatelegislature,aswellaswhen changesoccurinthepropertyvalueduetonewconstructionordemolitionofimprovements. BeforeJuly1,2013andbeforeMay1ofeveryfourthyearthereafter,countyassessorswillprepare andsubmittotheDLGFareassessmentplanforeachcounty.TheDLGFmustcompleteitsreview andapprovalofthereassessmentplanbeforeMarch1,2015andJanuary1ofeachsubsequentyear thatfollowsayearinwhichthereassessmentplanissubmittedbythecounty.Thereassessment planmustdivideallparcelsofrealpropertyinthecountyintofour(4)differentgroupsofparcels. Eachgroupofparcelsmustcontainapproximatelytwenty-fivepercent(25%)oftheparcelswithin eachclassofrealpropertyinthecounty.Allrealpropertyineachgroupofparcelsshallbe reassessedunderthecounty'sreassessmentplanonceduringeachfour(4)yearcycle.The reassessmentofagroupofparcelsshallbeginonMay1ofayearandshallbecompletedonor beforeJanuary1oftheyearaftertheyearinwhichthereassessmentofthegroupofparcelsbegins. Acountymaysubmitareassessmentplanthatprovidesforreassessingmorethantwenty-five (25%)ofallparcelsofrealpropertyinaparticularyear,andtheplanmayprovideallparcelsareto bereassessedinone(1)yearprovidedthattheplancoversafour(4)yearperiodandallreal property in each group of parcels is reassessed once during each reassessment cycle. NOTE:Netassessedvaluationsrepresenttheassessedvaluelesscertaindeductionsformortgages, veterans, the aged and the blind, as well as tax-exempt property. RealpropertyisvaluedforassessmentpurposesatitstruetaxvalueasdefinedintheRealProperty AssessmentRule,50IAC2.4,the2011RealPropertyAssessmentManual("Manual"),as incorporatedinto50IAC2.4,andthe2011RealPropertyAssessmentGuidelines("Guidelines"), asadoptedbytheDepartmentofLocalGovernmentFinance(DLGF).Inthecaseofagricultural land,truetaxvalueisthevaluedeterminedinaccordancewiththeGuidelinesadoptedbythe DLGFandIC6-1.1-4-13.Inthecaseofallotherrealproperty,truetaxvalueisdefinedas"The marketvalue-in-useofapropertyforitscurrentuse,asreflectedbytheutilityreceivedbythe ownerorbyasimilaruser,fromtheproperty."Realpropertyassessmentsareannuallyadjustedto market value based on sales data. P.L.180-2016revisesthefactorsusedtocalculatetheassessedvalueofagriculturalland.This legislationisretroactivetotheJanuary1,2016assessmentdateandappliestoeachassessmentdate thereafter.Therevisedfactorsenactedinthelegislationmayreducethetotalassessedvalueof agriculturalland,whichcouldshiftpropertytaxliabilityfromagriculturalpropertyownerstoother propertyowners.Inaddition,thereductionintheassessedvalueofagriculturallandmayresultin areductionofthetotalassessedvalueofaCity.LowerassessedvaluesofaCitymayresultin higher tax rates in order for a City to receive its approved property tax levy. TheManualpermitsassessingofficialsineachcountytochooseanyacceptablemassappraisal methodtodeterminetruetaxvalue,takingintoconsiderationtheeaseofadministrationandthe uniformityoftheassessmentsproducedbythatmethod.TheGuidelineswereadoptedtoprovide assessingofficialswithanacceptableappraisalmethod,althoughtheManualmakesitclearthat assessingofficialsarefreetoselectfromanynumberofappraisalmethods,providedthatthey produceaccurateanduniformvaluesthroughoutthejurisdictionandacrossallclassesofproperty. TheManualspecifiesthestandardsforaccuracyandvalidationthattheDLGFusestothe acceptability of any alternative appraisal method. A-13 DETAIL OF NET ASSESSED VALUATION Assessed 2015 for Taxes Payable in 2016 (As Provided by the Hamilton County Auditor's Office) City ofCarmel -Carmel- CarmelCounty TIFWashington Twp.Total (1) Gross Value of Land$3,019,021,794$63,018,600$3,708,000$3,085,748,394 Gross Value of Improvements8,507,594,306173,988,90025,153,9008,706,737,106 Total Gross Value of Real Estate11,526,616,100237,007,50028,861,90011,792,485,500 Less:Mortgage Exemptions, Veterans, Blind Age 65 & Other Exemptions(3,597,596,234)(3,647,810)(3,601,244,044) Tax Exempt Property(249,313,225)(31,530,551)(280,843,776) TIF(1,459,162,893)(195,201,834)(1,654,364,727) Net Assessed Value of Real Estate6,220,543,7486,627,30528,861,9006,256,032,953 Business Personal Property475,421,240209,270475,630,510 Less:Deductions(96,907,620)(96,907,620) Net Assessed Value of Personal Property378,513,6200209,270378,722,890 Net Assessed Value of Utility Property41,655,15091,19059,62041,805,960 Total Net Assessed Value$6,640,712,518$6,718,495$29,130,790$6,676,561,803 (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. IndianaCode6-1.1-20.6(the"Statute")providestaxpayerswithataxcreditforallpropertytaxesinanamountthat exceeds the gross assessed value of real and personal property eligible for the credit (“Circuit Breaker Tax Credit”). Propertytaxesforresidentialhomesteadsarelimitedto1.0%ofthegrossassessedvalueofthehomestead;propertytaxes foragricultural,otherresidentialpropertyandlongtermcarefacilitiesarelimitedto2.0%oftheirgrossassessedvalue; andpropertytaxesforallotherrealandpersonalpropertyarelimitedto3.0%ofgrossassessedvalue.Additionalproperty taxlimitshavebeenmadeavailabletocertainseniorcitizens.Schoolcorporationsareauthorizedtoimposeareferendum taxlevytoreplacepropertytaxrevenuethattheschoolcorporationwillnotreceiveduetotheCircuitBreakerTaxCredit. Otherpoliticalsubdivisionsmaynotincreasetheirpropertytaxlevyorborrowmoneytomakeupforanypropertytax revenue shortfall due to the application of the Circuit Breaker Tax 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 2015/2016Total Net AssessedNet Assessed NameType of BusinessValuation (1)Valuation (2) Duke Weeks Realty/Duke Realty Ltd./Office complex management $207,762,9303.11% Duke Realty Services, LP companies Clarian Health North LLCHealth care facilities/medical 173,848,2802.60% office buildings Clay Terrace Partners, LLCOutdoor mall81,423,7301.22% JC Hart Co., Inc./Legacy Towns and Flats Apartments77,659,7801.16% II LLC/North Haven Apartments LLC/ One One Six College Apartments LLC/ Highpointe LLC Pedcor Office LLC/CCC Residences/IndianaApartments/office buildings72,896,1951.09% Design Center/Westclay Associates LLC Buckingham Companies/Providence HUD Apartments71,765,1601.07% LLC/Mohawk WB LLC/Buckingham Fountains LLC/Gramercy Washington National Life Insurance Life Insurance holding60,234,7300.90% Co., formerly Bankers National company Life Insurance Carmel Indy Holdings LLCOffice buildings52,077,2000.78% Carmel Lofts LLC/KG Main LLCMixed use, retail and apartments46,952,5200.70% Technology Center Assoc LTD/ REIOffice complexes39,326,8000.59% Investments/Fidelity Office Bldgs/ North Penn Associates Totals$883,947,32513.22% (1)Locatedinataxincrementallocationarea;therefore,alloraportionofthetaxesarecapturedasTIFandnot distributed to individual taxing units. (2)ThetotalnetassessedvaluationoftheCityis$6,676,561,803fortaxespayablein2016,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 July 21, 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 $29,720,000principal amountofThe City of Carmel Local Public Improvement Bond BankTaxable Special ProgramBonds, Series 2016(City Center II and Midtown Phase 1A Projects),we have prepared this special purpose report(the “Report”) including the following schedules for inclusion in the FinalOfficial Statement dated July 21, 2016. Page(s) B-3-B-13General Comments Bond BankBonds B-14Aggregate Sources and Uses B-15Amortization of $29,720,000Principal Amount of Taxable Special ProgramBonds, Series 2016 B-16IllustrativeDebtServiceTax Rate B-17Combined Qualified Obligations Net Debt Service 2016 District Bonds (Qualified Obligation 1) B-18Sources and Uses B-19Amortization of $18,830,000Principal Amount of Taxable Redevelopment District Bondsof 2016 B-20Comparison of Total Estimated Tax Increment and Debt Service B-21Estimated Tax Increment B-22Comparison of Total Revenues and Obligations of the Commission 2016D Authority Bonds (Qualified Obligation 2) B-23Sources and Uses B-24Amortization of $10,890,000PrincipalAmount of Taxable Lease Rental Bonds, Series 2016D B-25Comparison of Estimated Tax Increment and Lease Rentals B-26Estimated Tax Increment -Taxable Garages The City of Carmel Local Public Improvement Bond Bank July 21, 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 notoccur 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 $29,720,000ofits Taxable Special ProgramBonds, Series 2016(City Center II and Midtown Phase 1A Projects)(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 interest on the Bonds and costs of issuanceofthe Qualified Obligations, all as more fully described herein.The City of CarmelRedevelopment District(the “Redevelopment District”)andthe Carmel Redevelopment Authority(the “Authority”)(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 Cityof Carmel (the “City”), to fund certain debt service reservesincluding payment of premiums fordebt 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 June 28, 2016, and are issued under and secured by the Trust Indenturedated as of August 1, 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 therevenues 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 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 hasnotaxing 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. 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.The Qualified Obligations are payable from a special benefits tax (a form of ad valorem property tax) levied on all taxable property within the Carmel Redevelopment District (the “Redevelopment District”) (the “Redevelopment Special Benefits Tax”)as further described herein.Theboundaries of the City andthe Redevelopment District are coterminous. (Continued on next page) B-3 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK (Cont’d) GENERAL COMMENTS The Qualified Entities have reserved the right and reasonably expect, but are not required, to pay the Qualified Obligations from other legallyavailable funds. The 2016 District Bonds (Qualified Obligation 1)arepayable from a special benefits tax levied on all taxable property in the Redevelopment District. TheCarmel Redevelopment Commission (the “Commission”) has reserved the right and reasonably expects, but is not required, to pay the debt service on the 2016 District Bondsfrom other legally available revenues, including but not limited to incremental real and designated depreciable personal property taxes derived in one or more allocation areas established within the Redevelopment District to be received by the Commission (the “Tax Increment”), including but not limited to the Carmel Downtown Allocation Area No. 3, Motor Court East Allocation Area, Motor Court West Allocation Area, PedcorOffice 5 Allocation Area and Kent Allocation Area (the “City Center Allocation Areas”), any Payment in Addition to Taxes agreements and any developer or component guarantee agreements. The City CenterAllocationAreas representportionsof the Carmel Downtown Economic Development Area and the City Center Redevelopment Area that have been designated aseconomic development and redevelopment allocation areas. The base assessment date of the City CenterAllocation Areasis March 1, 2014. The 2016D Authority Bonds (Qualified Obligation 2)arepayable from lease rental payments to be made by the Commission under the terms of theLease Agreement dated as of March 23, 2016 between the Authority and the Commission(the “Lease”)(the “Lease Rentals”).The Lease Rentals are payable from a special 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 Lease Rentals from other legally available revenues, including but not limited to incremental real and designated depreciable personal property taxes derived in one or more allocation areas established within the Redevelopment District to be received by the Commission,including but not limited to the Midtown Allocation Area, any Payment in Addition to Taxes agreements and any developer or component guarantee agreements.The Midtown AllocationArearepresents a portion of the Old Towne Economic Development Area that has been designated as an economic development allocation area. The base assessment date of the Midtown Allocation Area is January 1, 2016. Summary of Qualified Obligations Qualified Obligations of the City of CarmelRedevelopment District: (1)$18,830,000 of City of Carmel, Indiana, Redevelopment District Taxable Bonds of 2016 (City Center IIProjects) (the “2016 District Bonds”) Qualified Obligations of the Carmel Redevelopment Authority: (2)$10,890,000 of City of Carmel Redevelopment Authority Taxable Lease Rental Bonds, Series 2016D(Midtown Phase 1A Projects) (the “2016D Authority Bonds”) (Continued on next page) B-4 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK (Cont’d) GENERAL COMMENTS Summary of Tax Increment Tax Increment consists of the tax proceeds attributable to real property and designated depreciable personal property assessed value within allocation 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 ofneutralizing 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 this report. 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. Prospective investors in the Bonds should be aware that there are risk factors associated with the Qualified Obligations which will be acquired by the Bond Bank with aportion of the proceeds of the Bonds: (Continued on next page) B-5 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK (Cont’d) GENERAL COMMENTS Risks to Bondholders(Cont’d) (1)Lease Rental Risks: The principal of and interest on the 2016D Authority Bondsare payable only from Lease Rentals received by the Trustee on behalf of the Authority from the Commission pursuant to the Lease. The Authority has no taxing power. The Authority has no source offunds from which to pay debt service on the 2016D Authority Bonds except monies collected from Lease Rentals and funds held under the Authority Indenture. According to the Lease, the Lease Rentals will commence on the date of completion or January 1, 2020, whichever is later. Bond proceeds will be held by the Trustee to pay interest on the 2016D Authority Bonds through and including July 15, 2019. In the event the Leased Premises are not completed, the Commission cannot pay the Lease Rentals. If, for any reason, the Leased Premises are damaged or destroyed and unavailable for use, the Commission would no longer be able to pay Lease Rentals under the Lease. However, the Commission is required by the Lease to maintain public liability 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. Any insurance proceeds (other than rental value insurance) will be applied toward extinguishment or satisfaction of the liability with respect to which such insurance proceeds are paid. To the extent that the damagedor destroyed Leased Premises arenot replaced or repaired or areunavailable for use beyond the period covered by any rental value insurance or the debt service reserve fund for the 2016D Authority Bondsis 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 the 2016D Authority Bonds. (2)General Risks: While the Redevelopment Special Benefits Tax is pledged to the payment of the debt service on the 2016 District Bondsand the payment of the Lease Rentals on the 2016D Authority Bonds, the Commission intends to pay the debt service and Lease Rentals on the Qualified Obligations with other legally available revenues. The other legally available revenues are not pledged to the payment of debt service or Lease Rentals, and there can be no assurance thatin the future they will not be pledged to another obligation, or that they will be available to pay the 2016 District Bondsor the Lease Rentals with respect to the 2016D Authority Bonds. (3)Risks Associated with the Special Benefits Tax Revenues: There arerisk factors associated with the Redevelopment Special Benefits Tax: (a)Tax Collection. In the event of delayed billing, collection or distribution by the County Auditor of ad valorem property taxes, including the Redevelopment Special Benefits Tax levied on the Redevelopment District, sufficient funds may not be available to (i) the Commission in time to pay debt service on the 2016 District Bondswhen due, or (ii) the Commission in time to pay the Lease Rentals under the Lease when due, thereby impacting the ability of the Authority to pay debt service on Qualified Obligation 2 when due. This risk is inherent in all property tax-supported obligations. (Continued on next page) B-6 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK (Cont’d) GENERAL COMMENTS Risks to Bondholders(Cont’d) The debt service reserve funds established will help to mitigate this timing risk, but do not eliminate it. The respective debt service reserve funds for the Qualified Obligations will be held by the Trustee under separate instruments on behalf of the Commission and Authority. No debt service reserve fund will be established under the Bond Bank Indenture or otherwise held on behalf of the Bond Bank. (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. 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 reduction in 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 ifno 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.” 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. (c)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. Delays in the reassessment and trending process or appeals of reassessments could adversely affect the collection of property taxes. (Continued on next page) B-7 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK (Cont’d) GENERAL COMMENTS Risks to Bondholders(Cont’d) (4)Risks Associated with Tax Increment and Other Legally Available Revenues: The Commission reasonably expects to make the debt service and 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. A firm estimate of Tax Increment and other legally available revenues should be available by the time of the decision to levy the Redevelopment Special Benefits Tax for the upcoming debt service and Lease Rentals. If insufficient revenues are collected, the Commission may not be able to impose an additional Redevelopment Special BenefitsTax levy until the following budget year which may cause a timing delay as receipt of such tax may occur after the debt service or Lease Rental payment is due. The debt service reserve funds established for the Qualified Obligations will help to mitigate this timing risk, but do not eliminate it. However, the Commission is permitted to use other legally available funds to make the respective debt service and Lease Rental payments. (5)Tax Increment-Specific Risks: There are certain risksassociated with Tax Increment. The estimated Tax Increment available to pay debt service on the 2016 District Bondsand Lease Rentals on the 2016D Authority Bondsis 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: (a)General Risks of Tax Increment Include: (i) destruction of property in the allocation areascaused by natural disaster; (ii) delinquent taxes or adjustments of or appeals on assessments by property owners in the allocation areas; (iii) a decrease in the assessed value of properties in the allocation areasdue to increases in depreciation, obsolescence or other factors by the assessor; (iv) acquisition of property in the allocation areasby a tax-exempt entity; (v) removal or demolition of real property improvements by property owners in the allocation areas; (vi) delayed billing, collection, or distribution of Tax Increment by the County Auditor; (vii) a decrease in property taxrates 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. (Continued on next page) B-8 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK (Cont’d) GENERAL COMMENTS Risks to Bondholders(Cont’d) (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 the Qualified Obligations. Any substantial increase in State funding, federal aid or other sources of local revenues whichwould reduce local required fiscal support for certain public programs or any substantial increase in assessments outside the allocation areascould reduce the rates of taxation by the taxing bodies levying taxes upon property withinthe allocation areasand 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 allocation 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(“LOIT”)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. After July 1, 2016, under Indiana Code § 6-3.6, the Hamilton County Income Tax Council could levy an additional tax rate for certain eligible uses, including credits against property taxes. The Hamilton County 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 Commissiondoes not expect it to cause the Tax Increment to fall below the estimates shown in this report because the Tax Increment estimate never assumes any growth in property tax rates above the 2016 tax rates. (Continued on next page) B-9 THE CITY OF CARMELLOCAL PUBLIC IMPROVEMENT BOND BANK (Cont’d) GENERAL COMMENTS Risks to Bondholders(Cont’d) (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. Allreal 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 Incrementallocation 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 report assume 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. The Tax Increment that is anticipated to be available to pay debt service on the 2016 District Bondsand Lease Rentals on the 2016D Authority Bondsissubject to certain Payment in Addition to Taxes, developer and component guarantee agreements. Such agreements are subject to certain risks.However, to the extent that revenues received from Tax Increment or from Payment in Addition to Taxes, developer or component guarantee agreements is insufficient, the Commission is obligated to levy the Redevelopment Special Benefits Tax. (6)Adverse Legislative Action:It is 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 impacting the Bondsand the Qualified Obligations. Aggregate Sources and Uses -Page B-14 This schedule presents aggregate sources and uses of the Bonds. The proceeds in the amount of $29,720,000from the sale of the Bonds will be used by the Bond Bank to purchase the Qualified Obligations. The proceedsfrom the sale of the Qualified Obligations will be used by the Qualified Entities to fund various projects in the City, to fund certain debt service reserve fund credit facilities to be held at the Qualified Entity level for certain Qualified Entities, to fund capitalized interest and to pay issuance expenses. (Continued on next page) B-10 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK (Cont’d) GENERAL COMMENTS Amortization of $29,720,000Principal Amount of Taxable Special ProgramBonds, Series 2016 -Page B-15 The amortization of the $29,720,000ofTaxable Special ProgramBonds, Series 2016 is presented inthis schedule. The Bondswill be dated as of the date of issuance (dated August 4, 2016) and willmature over a period of approximately 24yearsand5months, with the final Bonds due January 15, 2041. 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 the Official Statement). Illustrative Debt Service Tax Rate -Page B-16 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 the Redevelopment Special Benefits Tax levied on the Redevelopment District. The Commissionanticipatespaying the Qualified Obligations from other legally available revenues, includingTax Increment, any Payment in Addition to Taxes agreements and any developer or component guarantee agreements. This schedule presents the calculation of the illustrative annual debt service tax rate, shouldthe Citylevy the Redevelopment Special Benefits Taxfor theentiredebt serviceand Lease Rental payments on the Qualified Obligations. It is estimated that the debt service tax rate would range from $0.0142to $0.0283per $100 of net assessed value, assuming no future growth in assessed value over the next twenty-fiveyears.The City’s net assessed value for payable2016 is $6,700,625,433. Combined Qualified Obligations Net Debt Service -Page B-17 This schedule presents the combined annual net debt service payments of theQualified Obligations and illustrates that it is equal to the annual net debt service payments due on the Bonds. 2016 District Bonds (Qualified Obligation 1) Sources and Uses -Page B-18 This schedule presents sources and uses of the 2016 District Bonds. Uses include proceeds available for various projects, as described in this Official Statement,the premium for a debt service reserve surety policy, capitalized interest, andissuance costs and contingencies. The sourceof funding isthe proceeds of the 2016 District Bonds. (Continued on next page) B-11 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK (Cont’d) GENERAL COMMENTS 2016 District Bonds (Qualified Obligation 1)(Cont’d) Amortization of $18,830,000Principal Amount of Taxable Redevelopment District Bonds of 2016-Page B-19 The amortization of the $18,830,000of TaxableRedevelopment District Bonds of 2016is presented in this schedule. The 2016 District Bondswill be dated as of the date of issuance (dated August 4, 2016) and willmature over a period of approximately24yearsand5months, with the final bonds due January 15, 2041. The amortization schedule of the 2016 District Bonds is based on actualinterest rates determinedthrough a negotiated sale to the Bond Bank. Comparison of Total Estimated Tax Increment and Debt Service -Page B-20 This schedule provides a comparison of the total estimated Tax Increment,subject to certain Payment in Addition to Taxes, developer and component guarantee agreements,with the annual debt service due on the 2016 District Bonds.In addition to the project-specific Tax Increment, it is anticipated that general Tax Incrementand other legally available revenuesof the Commission (collectively, the “CRC Revenues”)will be available to make debt service payments. As shown in this schedule, the annual coverage is approximately 110%. Estimated Tax Increment -Page B-21 This schedule presents an estimate of the Tax Increment to be generated from the City Center II development. Comparison of Total Revenues and Obligations of the Commission-Page B-22 This schedule provides a comparison of the estimated revenues and obligations of the Commission. It is anticipated that CRC Revenues will be available to make a portion of the debt service payments on the 2016District Bonds. 2016D Authority Bonds (Qualified Obligation 2) Sources and Uses -Page B-23 This schedule presents sources and uses of the 2016D Authority Bonds. Uses include the acquisition of the Leased Premises, the premium for a debt service reserve surety policy, capitalized interest and issuance costs and contingencies. The source of funding is the proceeds of the 2016D Authority Bonds. Funds from the acquisition of the Leased Premises will be available for various projects, as described in this Official Statement. (Continued on next page) B-12 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK (Cont’d) GENERAL COMMENTS 2016D Authority Bonds (Qualified Obligation 2)(Cont’d) Amortization of $10,890,000Principal Amount of Taxable Lease Rental Bonds, Series 2016D- Page B-24 The amortization of the $10,890,000 of TaxableLease Rental Bonds, Series 2016Dis presented in this schedule. The 2016D Authority Bondswill be dated as of the date of issuance (dated August 4, 2016) and willmature over a period of approximately24yearsand5months, with the final bonds due January 15, 2041. The amortization schedule of the 2016D Authority Bondsis based on actualinterest rates determinedthrough a negotiated sale to the Bond Bank. This schedule also shows the annual Lease Rental payments for the 2016D Authority Bonds. The amount of each Lease Rental is reduced to an amount equal to the sum of principal and interest due each bond year ending 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 2016D Authority Bonds, payable in equal semiannual installments on January 1 and July 1. Comparison of Estimated Tax Increment and Lease Rentals-Page B-25 This schedule provides a comparison of the total estimated Tax Increment,subject to certain Payment in Addition to Taxes, developer and component guarantee agreements, with the annual Lease Rentals securing the 2016D Authority Bonds. As shown in this schedule, the annual coverage is approximately 110%. Estimated Tax Increment-Taxable Garages-Page B-26 This schedule presents an estimate of the Tax Increment to be generated from the Midtown Phase 1Adevelopment. B-13 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK AGGREGATE SOURCES AND USES Uses of Funds: Net available proceeds for projects$26,297,008.70 Debt service reserve surety policies55,031.02 Capitalized interest2,823,687.69 Underwriter's discount118,880.00 Bond issuance costs and contingencies425,392.59 Total Uses of Funds$29,720,000.00 Sources of Funds: Taxable Special Program Bonds, Series 2016$29,720,000.00 Total Sources of Funds$29,720,000.00 (Subject to the comments in the attached Report dated July 21, 2016 of Umbaugh.) B-14 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK AMORTIZATION OF $29,720,000 PRINCIPAL AMOUNT OF TAXABLE SPECIAL PROGRAM BONDS, SERIES 2016 Bonds dated August 4, 2016 PaymentPrincipalInterestTotalCapitalizedNetBond Year DateOutstandingPrincipalRateInterestDebt ServiceInterestDebt ServiceDebt Service 01/15/17$29,720,000$428,476.64$428,476.64($428,476.64)$0.00$0.00 07/15/1729,720,000479,042.21479,042.21(479,042.21)0.00 01/15/1829,720,000479,042.21479,042.21(479,042.21)0.000.00 07/15/1829,720,000479,042.21479,042.21(479,042.21)0.00 01/15/1929,720,000479,042.21479,042.21(479,042.21)0.000.00 07/15/1929,720,000479,042.21479,042.21(479,042.21)0.00 01/15/2029,720,000$525,0001.576%479,042.211,004,042.211,004,042.211,004,042.21 07/15/2029,195,000405,0001.626%474,905.21879,905.21879,905.21 01/15/2128,790,000410,0001.726%471,612.56881,612.56881,612.561,761,517.77 07/15/2128,380,000530,0001.776%468,074.26998,074.26998,074.26 01/15/2227,850,000535,0001.913%463,367.86998,367.86998,367.861,996,442.12 07/15/2227,315,000540,0001.963%458,250.58998,250.58998,250.58 01/15/2326,775,000545,0002.113%452,950.48997,950.48997,950.481,996,201.06 07/15/2326,230,000550,0002.163%447,192.56997,192.56997,192.56 01/15/2425,680,000555,0002.292%441,244.30996,244.30996,244.301,993,436.86 07/15/2425,125,000560,0002.342%434,884.00994,884.00994,884.00 428,326.40998,326.40998,326.401,993,210.40 01/15/2524,565,000570,0002.442% 07/15/2523,995,000575,0002.492%421,366.70996,366.70996,366.70 01/15/2623,420,000585,0002.592%414,202.20999,202.20999,202.201,995,568.90 07/15/2622,835,000590,0002.642%406,620.60996,620.60996,620.60 01/15/2722,245,000600,000(1)3.192%398,826.70998,826.70998,826.701,995,447.30 07/15/2721,645,000610,000(1)3.192%389,250.70999,250.70999,250.70 01/15/2821,035,000615,000(1)3.192%379,515.10994,515.10994,515.101,993,765.80 07/15/2820,420,000630,000(1)3.192%369,699.70999,699.70999,699.70 01/15/2919,790,000640,000(1)3.192%359,644.90999,644.90999,644.901,999,344.60 07/15/2919,150,000645,000(1)3.192%349,430.50994,430.50994,430.50 01/15/3018,505,000660,000(1)3.192%339,136.30999,136.30999,136.301,993,566.80 07/15/3017,845,000670,000(1)3.192%328,602.70998,602.70998,602.70 01/15/3117,175,000680,000(2)3.392%317,909.50997,909.50997,909.501,996,512.20 07/15/3116,495,000690,000(2)3.392%306,376.70996,376.70996,376.70 01/15/3215,805,000700,000(2)3.392%294,674.30994,674.30994,674.301,991,051.00 07/15/3215,105,000715,000(2)3.392%282,802.30997,802.30997,802.30 01/15/3314,390,000725,000(3)3.762%270,675.90995,675.90995,675.901,993,478.20 07/15/3313,665,000740,000(3)3.762%257,038.65997,038.65997,038.65 01/15/3412,925,000755,000(3)3.762%243,119.25998,119.25998,119.251,995,157.90 07/15/3412,170,000770,000(3)3.762%228,917.70998,917.70998,917.70 01/15/3511,400,000785,000(3)3.762%214,434.00999,434.00999,434.001,998,351.70 07/15/3510,615,000795,000(3)3.762%199,668.15994,668.15994,668.15 01/15/369,820,000810,000(3)3.762%184,714.20994,714.20994,714.201,989,382.35 07/15/369,010,000825,000(3)3.762%169,478.10994,478.10994,478.10 01/15/378,185,000840,000(3)3.762%153,959.85993,959.85993,959.851,988,437.95 07/15/377,345,000860,000(3)3.762%138,159.45998,159.45998,159.45 01/15/386,485,000870,000(3)3.762%121,982.85991,982.85991,982.851,990,142.30 07/15/385,615,000895,000(3)3.762%105,618.151,000,618.151,000,618.15 01/15/394,720,000910,000(3)3.762%88,783.20998,783.20998,783.201,999,401.35 07/15/393,810,000925,000(3)3.762%71,666.10996,666.10996,666.10 01/15/402,885,000945,000(3)3.762%54,266.85999,266.85999,266.851,995,932.95 07/15/401,940,000960,000(3)3.762%36,491.40996,491.40996,491.40 01/15/41980,000980,000(3)3.762%18,433.80998,433.80998,433.801,994,925.20 Totals$29,720,000$15,759,004.61$45,479,004.61($2,823,687.69)$42,655,316.92$42,655,316.92 (1) $5,070,000 of Term Bonds due July 15, 2030. (2) $2,785,000 of Term Bonds due July 15, 2032. (3) $14,390,000 of Term Bonds due January 15, 2041. (Subject to the comments in the attached Report dated July 21, 2016 of Umbaugh.) B-15 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK ILLUSTRATIVE DEBT SERVICE TAX RATE This schedule illustrates the debt rate if all of the Bond Bank's Bonds debt service was paid from a property tax levy.The Commission intends to use other sources of revenue to repay the debt as shown in this Report. IllustrativeIllustrative BudgetAnnualAnnualNetDebt Service YearDebt ServiceTax LevyAssessed ValueTax Rate (1)(2)(3)(4) 2016$0$0$6,700,625,433N/A 2017006,700,625,433N/A 2018006,700,625,433N/A 20191,004,042953,8406,700,625,433$0.0142 20201,761,5181,673,4426,700,625,4330.0250 20211,996,4421,896,6206,700,625,4330.0283 20221,996,2011,896,3916,700,625,4330.0283 20231,993,4371,893,7656,700,625,4330.0283 20241,993,2101,893,5506,700,625,4330.0283 20251,995,5691,895,7906,700,625,4330.0283 20261,995,4471,895,6756,700,625,4330.0283 20271,993,7661,894,0786,700,625,4330.0283 20281,999,3451,899,3776,700,625,4330.0283 20291,993,5671,893,8886,700,625,4330.0283 20301,996,5121,896,6876,700,625,4330.0283 20311,991,0511,891,4986,700,625,4330.0282 20321,993,4781,893,8046,700,625,4330.0283 20331,995,1581,895,4006,700,625,4330.0283 20341,998,3521,898,4346,700,625,4330.0283 20351,989,3821,889,9136,700,625,4330.0282 20361,988,4381,889,0166,700,625,4330.0282 20371,990,1421,890,6356,700,625,4330.0282 20381,999,4011,899,4316,700,625,4330.0283 20391,995,9331,896,1366,700,625,4330.0283 20401,994,9251,895,1796,700,625,4330.0283 Totals$42,655,317$40,522,551 (1) See page B-15. (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 payable 2016 for the City of Carmel with no growth assumed thereafter. The boundaries of the City and the Redevelopment District are coterminous. (4) Represents the illustrative debt service tax rate per $100 of net assessed value. Note: Debt service on the Bond Bank's Taxable Special Program Bonds, Series 2016 will be paid by the Qualified Obligations as described in this Report. (Subject to the comments in the attached Report dated July 21, 2016 of Umbaugh.) B-16 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK COMBINED QUALIFIED OBLIGATIONS NET DEBT SERVICE Qualified Obligations Net Debt Service CarmelCarmel RedevelopmentRedevelopmentBond Bank BudgetDistrictAuthorityBonds Year12TotalNet Debt Service (1)(2)(3) 2016$0$0$0$0 20170000 20180000 2019470,573533,4691,004,0421,004,042 20201,046,757714,7611,761,5181,761,518 20211,283,152713,2901,996,4421,996,442 20221,280,147716,0541,996,2011,996,201 20231,280,526712,9111,993,4371,993,437 20241,279,334713,8761,993,2101,993,210 20251,281,595713,9741,995,5691,995,569 20261,282,245713,2021,995,4471,995,447 20271,278,712715,0541,993,7661,993,766 20281,283,415715,9301,999,3451,999,345 20291,282,241711,3261,993,5671,993,567 20301,280,188716,3241,996,5121,996,512 20311,281,023710,0281,991,0511,991,051 20321,280,410713,0681,993,4781,993,478 20331,281,181713,9771,995,1581,995,158 20341,284,689713,6621,998,3521,998,352 20351,276,787712,5951,989,3821,989,382 20361,277,662710,7761,988,4381,988,438 20371,277,033713,1101,990,1421,990,142 20381,284,804714,5971,999,4011,999,401 20391,280,789715,1441,995,9331,995,933 20401,280,269714,6561,994,9251,994,925 Totals$27,133,532$15,521,785$42,655,317$42,655,317 (1) See page B-19. (2) See page B-24. (3) See page B-15. (Subject to the comments in the attached Report dated July 21, 2016 of Umbaugh.) B-17 CITY OF CARMEL, INDIANA 2016 District Bonds (Qualified Obligation 1) City Center II SOURCES AND USES Uses of Funds: Net available proceeds for projects$16,673,115.93 Debt service reserve surety policy35,332.12 Capitalized interest1,801,182.66 Underwriter's discount75,320.00 Bond issuance costs and contingencies245,049.29 Total Uses of Funds$18,830,000.00 Sources of Funds: Taxable Redevelopment District Bonds of 2016$18,830,000.00 Total Sources of Funds$18,830,000.00 (Subject to the comments in the attached Report dated July 21, 2016 of Umbaugh.) B-18 CITY OF CARMEL, INDIANA 2016 District Bonds (Qualified Obligation 1) City Center II AMORTIZATION OF $18,830,000 PRINCIPAL AMOUNT OF TAXABLE REDEVELOPMENT DISTRICT BONDS OF 2016 2016 District Bonds dated August 4, 2016 PaymentPrincipalInterestTotalCapitalizedNetBond Year DateOutstandingPrincipalRateInterestDebt ServiceInterestDebt ServiceDebt Service 01/15/17$18,830,000$273,318.01$273,318.01($273,318.01)$0.00$0.00 07/15/1718,830,000305,572.93305,572.93(305,572.93)0.00 01/15/1818,830,000305,572.93305,572.93(305,572.93)0.000.00 07/15/1818,830,000305,572.93305,572.93(305,572.93)0.00 01/15/1918,830,000305,572.93305,572.93(305,572.93)0.000.00 07/15/1918,830,000305,572.93305,572.93(305,572.93)0.00 01/15/2018,830,000$165,0001.576%305,572.93470,572.93470,572.93470,572.93 07/15/2018,665,000220,0001.626%304,272.73524,272.73524,272.73 01/15/2118,445,000220,0001.726%302,484.13522,484.13522,484.131,046,756.86 07/15/2118,225,000340,0001.776%300,585.53640,585.53640,585.53 01/15/2217,885,000345,0001.913%297,566.33642,566.33642,566.331,283,151.86 07/15/2217,540,000345,0001.963%294,266.40639,266.40639,266.40 01/15/2317,195,000350,0002.113%290,880.23640,880.23640,880.231,280,146.63 07/15/2316,845,000355,0002.163%287,182.48642,182.48642,182.48 01/15/2416,490,000355,0002.292%283,343.15638,343.15638,343.151,280,525.63 07/15/2416,135,000360,0002.342%279,274.85639,274.85639,274.85 01/15/2515,775,000365,0002.442%275,059.25640,059.25640,059.251,279,334.10 07/15/2515,410,000370,0002.492%270,602.60640,602.60640,602.60 01/15/2615,040,000375,0002.592%265,992.40640,992.40640,992.401,281,595.00 07/15/2614,665,000380,0002.642%261,132.40641,132.40641,132.40 01/15/2714,285,000385,0003.192%256,112.60641,112.60641,112.601,282,245.00 07/15/2713,900,000390,0003.192%249,968.00639,968.00639,968.00 01/15/2813,510,000395,0003.192%243,743.60638,743.60638,743.601,278,711.60 07/15/2813,115,000405,0003.192%237,439.40642,439.40642,439.40 01/15/2912,710,000410,0003.192%230,975.60640,975.60640,975.601,283,415.00 07/15/2912,300,000415,0003.192%224,432.00639,432.00639,432.00 01/15/3011,885,000425,0003.192%217,808.60642,808.60642,808.601,282,240.60 07/15/3011,460,000430,0003.192%211,025.60641,025.60641,025.60 01/15/3111,030,000435,0003.392%204,162.80639,162.80639,162.801,280,188.40 07/15/3110,595,000445,0003.392%196,785.20641,785.20641,785.20 01/15/3210,150,000450,0003.392%189,238.00639,238.00639,238.001,281,023.20 07/15/329,700,000460,0003.392%181,606.00641,606.00641,606.00 01/15/339,240,000465,0003.762%173,804.40638,804.40638,804.401,280,410.40 07/15/338,775,000475,0003.762%165,057.75640,057.75640,057.75 01/15/348,300,000485,0003.762%156,123.00641,123.00641,123.001,281,180.75 07/15/347,815,000495,0003.762%147,000.15642,000.15642,000.15 01/15/357,320,000505,0003.762%137,689.20642,689.20642,689.201,284,689.35 07/15/356,815,000510,0003.762%128,190.15638,190.15638,190.15 01/15/366,305,000520,0003.762%118,597.05638,597.05638,597.051,276,787.20 07/15/365,785,000530,0003.762%108,815.85638,815.85638,815.85 01/15/375,255,000540,0003.762%98,846.55638,846.55638,846.551,277,662.40 07/15/374,715,000550,0003.762%88,689.15638,689.15638,689.15 01/15/384,165,000560,0003.762%78,343.65638,343.65638,343.651,277,032.80 07/15/383,605,000575,0003.762%67,810.05642,810.05642,810.05 01/15/393,030,000585,0003.762%56,994.30641,994.30641,994.301,284,804.35 07/15/392,445,000595,0003.762%45,990.45640,990.45640,990.45 01/15/401,850,000605,0003.762%34,798.50639,798.50639,798.501,280,788.95 07/15/401,245,000615,0003.762%23,418.45638,418.45638,418.45 01/15/41630,000630,0003.762%11,850.30641,850.30641,850.301,280,268.75 Totals$18,830,000$10,104,714.42$28,934,714.42($1,801,182.66)$27,133,531.76$27,133,531.76 (Subject to the comments in the attached Report dated July 21, 2016 of Umbaugh.) B-19 CITY OF CARMEL, INDIANA 2016 District Bonds (Qualified Obligation 1) City Center II COMPARISON OF TOTAL ESTIMATED TAX INCREMENT AND DEBT SERVICE 2016Estimated YearEstimated Tax IncrementDistrict BondsTax IncrementEstimated PayableProject-SpecificCRC RevenuesTotalDebt ServiceRemainingCoverage (1)(2)(3) 2018$68,120$68,120$0$68,120N/A 2019520,750520,750(470,573)50,177111% 20201,108,350$47,7601,156,110(1,046,757)109,353110% 20211,311,44095,5201,406,960(1,283,152)123,808110% 20221,311,44095,5201,406,960(1,280,147)126,813110% 20231,311,44095,5201,406,960(1,280,526)126,434110% 20241,311,44095,5201,406,960(1,279,334)127,626110% 20251,311,44095,5201,406,960(1,281,595)125,365110% 20261,311,44095,5201,406,960(1,282,245)124,715110% 20271,311,44095,5201,406,960(1,278,712)128,248110% 20281,311,44095,5201,406,960(1,283,415)123,545110% 20291,311,44095,5201,406,960(1,282,241)124,719110% 20301,311,44095,5201,406,960(1,280,188)126,772110% 20311,311,44095,5201,406,960(1,281,023)125,937110% 20321,311,44095,5201,406,960(1,280,410)126,550110% 20331,311,44095,5201,406,960(1,281,181)125,779110% 20341,311,44095,5201,406,960(1,284,689)122,271110% 20351,311,44095,5201,406,960(1,276,787)130,173110% 20361,311,44095,5201,406,960(1,277,662)129,298110% 20371,311,44095,5201,406,960(1,277,033)129,927110% 20381,311,44095,5201,406,960(1,284,804)122,156110% 20391,311,44095,5201,406,960(1,280,789)126,171110% 20401,311,44095,5201,406,960(1,280,269)126,691110% Totals$27,926,020$1,958,160$29,884,180($27,133,532)$2,750,648 (1) See page B-21. (2) In addition to project-specific Tax Increment, it is anticipated that general Tax Increment and other legally available revenues of the Commission will be available to make debt service payments. See page B-22. (3) See page B-19. (Subject to the comments in the attached Report dated July 21, 2016 of Umbaugh.) B-20 CITY OF CARMEL, INDIANA 2016 District Bonds (Qualified Obligation 1) City Center II ESTIMATED TAX INCREMENT Estimated Assessed Value First FullEstimatedAssessed ValueYear Payable (1) Proposed BuildingsTax Year PayableSq. Ft./ Sq. Ft.2018201920202021 (2)(2)(3) Baldwin/Chambers Office/Retail202037,106$161.95$3,004,658$6,009,317$6,009,317 Apartments202033,084106.481,761,3923,522,7843,522,784 Holland Office/Retail202015,378161.951,245,2342,490,4672,490,467 Apartments202062,624106.483,334,1026,668,2046,668,204 Playfair Office/Retail202014,366161.951,163,2872,326,5742,326,574 Apartments202056,564106.483,011,4676,022,9356,022,935 Garage Retail201919,139170.95$1,635,9063,271,8123,271,8123,271,812 Apartments20195,370106.48285,899571,798571,798571,798 Parking/Service Area20193,042106.48161,956323,912323,912323,912 Pedcor Office Bldg. 5 Office201920,000156.381,563,8003,127,6003,127,6003,127,600 Kent Apartments2020124,990106.486,654,46813,308,93513,308,935 Wren Office/Retail202125,575161.952,070,9364,141,871 Apartments202153,646106.482,856,1135,712,226 Parking/Service Area20217,757106.48412,983825,965 Eastern Motorcourt Office/Retail202145,500161.953,684,3637,368,725 Apartments202130,800106.481,639,7923,279,584 Net assessed value3,647,56127,469,72958,308,52368,972,709 Adjustment for change in tax status(82,272)(213,906)(297,823)(332,377) Incremental assessed value3,565,28927,255,82358,010,70068,640,332 Net tax rate (4)$1.9106$1.9106$1.9106$1.9106 Estimated Tax Increment (100%)$68,120$520,750$1,108,350$1,311,440 (1) Assumes the development will be assessed by January 1 of the preceding year. Due to 2 year construction period, partial assessments are assumed. (2) According to Pedcor representatives. (3) Estimated assessed value based on comparable buildings in the City of Carmel. (4) Represents the payable 2016 tax rate for the City of Carmel reduced by the Carmel Clay Schools referendum rate. The Tax Increment tax rate is assumed to remain level in this analysis because the normal increases in tax rates due to budget increases may be offset by old debt being replaced with new referendum debt that is not included in the Tax Increment tax rate. (Subject to the comments in the attached Report dated July 21, 2016 of Umbaugh.) B-21 (5)(6) (4) 4,636,6226,036,6228,152,9469,552,9461,305,238 $3,236,62210,952,94612,352,94613,752,94615,152,94616,552,94617,952,94619,352,94620,752,94622,152,94623,552,94624,952,94624,952,94624,952,94624,952,94618,058,20210,957,410 Cumulative Supplemental Reserve Fund Net 2,788,1393,403,2193,398,4193,353,5043,298,1583,296,6263,274,7763,261,7123,248,1173,232,4323,294,2823,646,5133,087,9003,807,4923,815,0073,690,3113,536,4063,429,940 (6,894,743)(7,100,792)(9,652,172) Annual $2,705,420 Surplus/ (Deficit) $39,920,663 (3) 1,400,0001,400,0001,400,0001,400,0001,400,0001,400,0001,400,0001,400,0001,400,0001,400,0001,400,0001,400,0001,400,0001,400,0001,400,000 $1,400,000 $22,400,000 Contribution Supplemental Reserve Fund 47%43%22% 122%120%122%120%120%119%118%118%117%117%117%116%118%127%132%132%123%127%126% Annual Coverage 4,188,1394,803,2194,798,4194,753,5044,698,1584,696,6264,674,7764,661,7124,648,1174,632,4324,694,2825,046,5134,487,9005,207,4925,215,0073,690,3113,536,4063,429,940 (6,894,743)(7,100,792)(9,652,172) Annual $4,105,420 Surplus/ (Deficit) $62,320,663 Total (20,810,008)(22,045,958)(23,540,548)(24,214,463)(24,953,569)(25,615,140)(26,640,736)(26,755,045)(27,376,470)(27,999,995)(28,538,445)(27,837,564)(16,870,917)(16,151,324)(16,143,810)(15,931,295)(13,023 ,881)(13,130,346)(12,993,020)(12,371,520)(12,370,520) ($19,064,010) ($454,378,581) B-22 City Center II (95,520)(95,520)(95,520)(95,520)(95,520)(95,520)(95,520)(95,520)(95,520)(95,520)(95,520)(95,520)(95,520)(95,520)(95,520)(95,520)(95,520) ($47,760) 2016 ($1,671,600) Obligations dated July 21, 2016 of Umbaugh.) CITY OF CARMEL, INDIANA District Bonds 2016 District Bonds (Qualified Obligation 1) (Subject to the comments in the attached Report (20,810,008)(22,045,958)(23,540,548)(24,166,703)(24,858,049)(25,519,620)(26,545,216)(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)(12,928 ,361)(13,034,826)(12,897,500)(12,276,000)(12,275,000) ($19,064,010) Outstanding ($452,706,981) COMPARISON OF TOTAL REVENUES AND OBLIGATIONS OF THE COMMISSION Total6,098,2775,270,7282,718,348 24,998,14726,849,17628,338,96628,967,96629,651,72630,311,76631,315,51231,416,75732,024,58732,632,42733,232,72732,884,07721,358,81721,358,81721,358,81719,621,60716,560,28716,560,287 $23,169,429 $516,699,244 700,000200,000200,000 (2) $200,000 $1,300,000 Reserve Revenues Civic & Energy (7)(7)(7)(7) (1) 6,098,2775,270,7282,718,348 24,298,14726,649,17628,138,96628,967,96629,651,72630,311,76631,315,51231,416,75732,024,58732,632,42733,232,72732,884,07721,358,81721,358,81721,358,81719,621,60716,560,28716,560,287 $22,969,429 $515,399,244 CRC Revenues Tax Year2016201720182019202020212022202320242025202620272028202920302031203220332034203520362037 Totals Collection (1) Includes general Tax Increment, 4CDC grant funds, and energy consumption payments. (2) CRC reserves to cover annual Civic payments and energy consumption payments.(3) Represents CRC Revenue contributions to the Supplemental Reserve Fund.(4) Represents the accumulation of funds in the Supplemental Reserve Fund and assumes any annual deficits are paid from the Supplemental Reserve Fund.(5) The July 12, 2016 balance of the Supplemental Reserve Fund per the Commission is $3,252,946. At closing, $716,324 will be transferred from the Supplemental Reserve Fund to fund the debt service reserve fund for the 2016D Authority Bonds. Assumes transfer of $700,000 to the Supplemental Reserve Fund in December of 2016.(6) Upon commencement of the term of the Lease, $716,324 will be transferred back to the Supplemental Reserve Fund.(7) Assumes 30-year lives of the Tax Increment allocation areas begin to expire. CARMEL REDEVELOPMENT AUTHORITY 2016D Authority Bonds (Qualified Obligation 2) Midtown Phase 1A SOURCES AND USES Uses of Funds: Net available proceeds for projects$9,623,892.77 Debt service reserve surety policy19,698.90 Capitalized interest1,022,505.03 Underwriter's discount43,560.00 Bond issuance costs and contingencies180,343.30 Total Uses of Funds$10,890,000.00 Sources of Funds: Taxable Lease Rental Bonds, Series 2016D$10,890,000.00 Total Sources of Funds$10,890,000.00 (Subject to the comments in the attached Report dated July 21, 2016 of Umbaugh.) B-23 CARMEL REDEVELOPMENT AUTHORITY 2016D Authority Bonds (Qualified Obligation 2) Midtown Phase 1A AMORTIZATION OF $10,890,000 PRINCIPAL AMOUNT OF TAXABLE LEASE RENTAL BONDS, SERIES 2016D 2016D Authority Bonds dated August 4, 2016 PaymentPrincipalInterestTotalCapitalizedNetBond YearBond Year DateOutstandingPrincipalRateInterestDebt ServiceInterestDebt ServiceDebt ServiceLease Rentals 01/15/17$10,890,000$155,158.63$155,158.63($155,158.63)$0.00$0.00$0 07/15/1710,890,000173,469.28173,469.28(173,469.28)0.00 01/15/1810,890,000173,469.28173,469.28(173,469.28)0.000.000 07/15/1810,890,000173,469.28173,469.28(173,469.28)0.00 01/15/1910,890,000173,469.28173,469.28(173,469.28)0.000.000 07/15/1910,890,000173,469.28173,469.28(173,469.28)0.00 01/15/2010,890,000$360,0001.576%173,469.28533,469.28533,469.28533,469.28536,500 07/15/2010,530,000185,0001.626%170,632.48355,632.48355,632.48 01/15/2110,345,000190,0001.726%169,128.43359,128.43359,128.43714,760.91720,000 07/15/2110,155,000190,0001.776%167,488.73357,488.73357,488.73 01/15/229,965,000190,0001.913%165,801.53355,801.53355,801.53713,290.26719,000 07/15/229,775,000195,0001.963%163,984.18358,984.18358,984.18 01/15/239,580,000195,0002.113%162,070.25357,070.25357,070.25716,054.43722,000 07/15/239,385,000195,0002.163%160,010.08355,010.08355,010.08 01/15/249,190,000200,0002.292%157,901.15357,901.15357,901.15712,911.23718,000 8,990,000200,0002.342%155,609.15355,609.15355,609.15 07/15/24 01/15/258,790,000205,0002.442%153,267.15358,267.15358,267.15713,876.30719,000 07/15/258,585,000205,0002.492%150,764.10355,764.10355,764.10 01/15/268,380,000210,0002.592%148,209.80358,209.80358,209.80713,973.90719,000 07/15/268,170,000210,0002.642%145,488.20355,488.20355,488.20 01/15/277,960,000215,0003.192%142,714.10357,714.10357,714.10713,202.30719,000 07/15/277,745,000220,0003.192%139,282.70359,282.70359,282.70 01/15/287,525,000220,0003.192%135,771.50355,771.50355,771.50715,054.20721,000 07/15/287,305,000225,0003.192%132,260.30357,260.30357,260.30 01/15/297,080,000230,0003.192%128,669.30358,669.30358,669.30715,929.60721,000 07/15/296,850,000230,0003.192%124,998.50354,998.50354,998.50 01/15/306,620,000235,0003.192%121,327.70356,327.70356,327.70711,326.20717,000 07/15/306,385,000240,0003.192%117,577.10357,577.10357,577.10 01/15/316,145,000245,0003.392%113,746.70358,746.70358,746.70716,323.80722,000 07/15/315,900,000245,0003.392%109,591.50354,591.50354,591.50 01/15/325,655,000250,0003.392%105,436.30355,436.30355,436.30710,027.80716,000 07/15/325,405,000255,0003.392%101,196.30356,196.30356,196.30 01/15/335,150,000260,0003.762%96,871.50356,871.50356,871.50713,067.80719,000 07/15/334,890,000265,0003.762%91,980.90356,980.90356,980.90 01/15/344,625,000270,0003.762%86,996.25356,996.25356,996.25713,977.15719,000 07/15/344,355,000275,0003.762%81,917.55356,917.55356,917.55 01/15/354,080,000280,0003.762%76,744.80356,744.80356,744.80713,662.35719,000 07/15/353,800,000285,0003.762%71,478.00356,478.00356,478.00 01/15/363,515,000290,0003.762%66,117.15356,117.15356,117.15712,595.15718,000 07/15/363,225,000295,0003.762%60,662.25355,662.25355,662.25 01/15/372,930,000300,0003.762%55,113.30355,113.30355,113.30710,775.55716,000 07/15/372,630,000310,0003.762%49,470.30359,470.30359,470.30 01/15/382,320,000310,0003.762%43,639.20353,639.20353,639.20713,109.50719,000 07/15/382,010,000320,0003.762%37,808.10357,808.10357,808.10 01/15/391,690,000325,0003.762%31,788.90356,788.90356,788.90714,597.00720,000 07/15/391,365,000330,0003.762%25,675.65355,675.65355,675.65 01/15/401,035,000340,0003.762%19,468.35359,468.35359,468.35715,144.00721,000 07/15/40695,000345,0003.762%13,072.95358,072.95358,072.95 356,583.50714,656.45720,000 01/15/41350,000350,0003.762%6,583.50356,583.50 Totals$10,890,000$5,654,290.19$16,544,290.19($1,022,505.03)$15,521,785.16$15,521,785.16$15,640,500 (Subject to the comments in the attached Report dated July 21, 2016 of Umbaugh.) B-24 CARMEL REDEVELOPMENT AUTHORITY 2016D Authority Bonds (Qualified Obligation 2) Midtown Phase 1A COMPARISON OF ESTIMATED TAX INCREMENT AND LEASE RENTALS 2016DEstimated YearEstimated Authority BondsTax IncrementEstimated PayableTax IncrementLease RentalsRemainingCoverage (1)(2) 2018$100,960($0)$100,960N/A 2019590,270(536,500)53,770110% 2020791,840(720,000)71,840110% 2021791,840(719,000)72,840110% 2022791,840(722,000)69,840110% 2023791,840(718,000)73,840110% 2024791,840(719,000)72,840110% 2025791,840(719,000)72,840110% 2026791,840(719,000)72,840110% 2027791,840(721,000)70,840110% 2028791,840(721,000)70,840110% 2029791,840(717,000)74,840110% 2030791,840(722,000)69,840110% 2031791,840(716,000)75,840111% 2032791,840(719,000)72,840110% 2033791,840(719,000)72,840110% 2034791,840(719,000)72,840110% 2035791,840(718,000)73,840110% 2036791,840(716,000)75,840111% 2037791,840(719,000)72,840110% 2038791,840(720,000)71,840110% 2039791,840(721,000)70,840110% 2040791,840(720,000)71,840110% Totals$17,319,870($15,640,500)$1,679,370 (1) See page B-26. (2) See page B-24. (Subject to the comments in the attached Report dated July 21, 2016 of Umbaugh.) B-25 CARMEL REDEVELOPMENT AUTHORITY 2016D Authority Bonds (Qualified Obligation 2) Midtown Phase 1A ESTIMATED TAX INCREMENT - TAXABLE GARAGES January 1stEstimated Assessed Value CompletionEstimatedAssessed ValueYear Payable (1) BuildingDateSq. Ft./ Sq. Ft.201820192020 (2)(2)(3) Midtown Phase 1A Block 1A Office2018131,428$130$17,085,640$17,085,640 Retail20183,185145461,825461,825 Block 1B Retail20188,5001451,232,5001,232,500 Block 2 Garage2018192,749305,782,4705,782,470 Retail20187,2251451,047,6251,047,625 Block 3A Office201970,0001309,100,000 Retail201910,0001451,450,000 Green House Cottages201754,965104$5,716,3605,716,3605,716,360 Demolition of existing improvements (4)(432,100)(432,100)(432,100) Incremental assessed value5,284,26030,894,32041,444,320 Net tax rate (5)$1.9106$1.9106$1.9106 Estimated Tax Increment (100%)$100,960$590,270$791,840 (1) Assumes the development will be assessed by January 1 of the preceding year. (2) According to Old Town Design Group. (3) Estimated assessed value based on comparable buildings in the City of Carmel. (4) Assumes demolition of all existing improvement value on the parcels comprising the development. (5) Represents the payable 2016 tax rate for the City of Carmel reduced by the Carmel Clay Schools referendum rate. The Tax Increment tax rate is assumed to remain level in this analysis because the normal increases in tax rates due to budget increases may be offset by old debt being replaced with new referendum debt that is not included in the Tax Increment tax rate. (Subject to the comments in the attached letter dated July 21, 2016 of Umbaugh.) B-26 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. “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 paritywith 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 the Bond 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, butseparate from the City in its corporate capacity, or any successor to its functions. “Bond Bank Indenture” means the Trust Indenture, dated as of August 1, 2016, between the Bond Bank and the Bond 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, 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 entry system 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. “Costs of Issuance”means (a) payment of all reasonable costs incurred by the Bond 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 aQualified 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 approved by the Bond Bank. “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 accruingfor that period or due on that date shall be included. C-2 “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 successors and 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. “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. “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 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) andare not subject to call or redemption by the issuer 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. “Investment Securities” means any of the following: (i) Governmental Obligations; (ii) money market funds, which may be funds of the Trustee, the assets of which are 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 C-3 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 orsavings 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 by entities 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 state of 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 any one 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 otherwise expressly 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. “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 the Bond 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. C-4 “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, 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 July 21, 2016, among the Bond Bank, the City, acting on behalf of the 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 Redevelopment Authority and the Redevelopment District. “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. “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. C-5 “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 createdand 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. “Refunding Qualified Obligation” means any Qualified Obligation issued to refund any Qualified Obligation. “Registrar” means initially The 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. “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 andInvestment Earnings. “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 Taxable Special Program Bonds, Series 2016 (City Center II and Midtown East Phase 1A Projects),issued pursuant to the Bond Bank Indenture. “Series 2016 Qualified Entities” means, collectively, the Redevelopment Authority and the RedevelopmentDistrict. “Series 2016 Qualified Obligations” means, collectively, the following Qualified Obligations issued by the Series 2016 Qualified Entities, respectively: (1)$18,830,000City of Carmel, Indiana, Redevelopment District Taxable Bonds of2016 (City Center II Projects) (2)$10,890,000 City of Carmel Redevelopment Authority Taxable Lease Rental Bonds, Series 2016D(Midtown East Phase 1AProjects) “State” means the State of Indiana. “Supplemental Indenture” means an indenture supplemental to oramendatory 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. “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. C-6 “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 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 $29,120,696.39, (i) a portion of which, in the amount of $26,297,008.70, 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 $2,823,687.69 (which consists of a portion of the purchase price of the Series 2016 Qualified Obligations) will be used to pay the interest to become due on the Series 2016 Bonds in accordance with the following schedule: (1)$428,476.64 on January 15, 2017; (2)$479,042.21 on July 15, 2017; (3)$479,042.21 on January 15, 2018; (4)$479,042.21 on July 15, 2018; (5)$479,042.21 on January 15, 2019; and (6)$479,042.21 on July 15, 2019; (b)into the Bond Issuance Expense Account, an amount equal to $425,392.59 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 $118,880.00 and the premiums for the reserve fund credit facilities paid by the Underwriter directly tothe provider thereof, for and on behalf of the Redevelopment Authority and the Redevelopment District with respect to separate reserve funds established by the Redevelopment Authority and the Redevelopment District for the Series 2016 Qualified Obligations, in the aggregate amount of $55,031.02). 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. C-7 3.The Trustee will deposit all Revenues and all other receipts (except the proceeds of any series 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)After making such deposits and disbursements, to the Bond 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. 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 BondBank 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 Account an 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. C-8 (b)Onthe second business day prior to each Interest Payment Date, to the General Account such 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 andinterest 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 in the 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 applicableredemption 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 BondBank, 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, 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 will invest 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 Series of 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 theBond 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 Issuance Expense Account may, at the direction of the Bond Bank, be closed. C-9 B.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. C.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. 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. 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 from which money were employed to invest in such Investment Security. Money in any Fund or Account 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 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 as may be necessary to make up a deficiency in any amounts required to be disbursed from such Fund or Account. 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 theBond 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 Accountwith 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 BankIndenture, in any and every Bond executed, authenticated and delivered under the Bond 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 C-10 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 respect to 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: (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 received on all Qualified Obligations purchased with proceeds of the Bonds; C-11 (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 used to 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 adjusted to give effect to 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 yields on any obligations acquired and held by the Bond Bank or the Trustee;and (c) compliancewith any othercovenants in the Bond Bank Indenture. 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. Such books and all other books and papers of the Bond Bank and all Funds and Accounts 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 frequently than 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 C-12 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, then the 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, redemptionpremium, if any, and interest on the Bonds. 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: C-13 (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 theBond 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 a failure 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, to the 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 hereafterin 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 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. C-14 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 equity require 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 of twenty-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 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 Default in 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, as the 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 the Trustee on account of anysuch Event of Default has been discontinued or abandoned or determined adversely, then the Bond Bank, the Trustee and the owners of Bonds C-15 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 redemptions or 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 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 trustee of 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 C-16 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 theAct 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 donot 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 allsuch 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. 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, that the Bond Bank and the Trustee will make no amendment which would permit the purchase of securities other than Refunding Qualified Obligations; C-17 (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-trustee or 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)Toamend 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 theowners 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 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 writtenconsent 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 to the 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 in accordance 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 accountants or other agencies or persons as the Bond Bank or the Trustee may from time to time designate. C-18 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 mailto 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 allBonds 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 sent by registered mail to theBond 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 further act 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 BJB4118397v2 C-19 (This page intentionally left blank.) APPENDIX D (This page intentionally left blank.) APPENDIX E APPENDIX E SUMMARY OF CERTAIN LEGAL DOCUMENTS RELATED TO QUALIFIED OBLIGATION 2 The following is a summary of certain legal documents related to Qualified Obligation 2, including summaries of certain provisions contained in the Lease (as defined in this Appendix) and the Authority 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 Lease and the Authority Indenture, respectively. During the period of this offering, copies of the entire Lease and Authority 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. E-1Key Definitions related to Qualified Obligation 2 E-2Summary of Certain Provisions of the Lease E-3Summary of Certain Provisions of the Authority Indenture APPENDIX E-1 KEY DEFINITIONS RELATED TO QUALIFIED OBLIGATION2 Unless otherwise defined inthis 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 2(as defined herein), which terms may also be used in the Lease andthe Authority Indenture. Any capitalized terms used in this Appendix and not otherwise defined herein will have the meanings set forth in the Lease andthe Authority 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, in addition to Qualified Obligation 2, issued pursuant to the terms of the Authority Indenture. “Affidavit of Completion” shall mean an affidavit filed with the Trustee by the Authority upon the completion of the construction or renovation of all or a portion of the Midtown Projects financed with the proceeds of a series of Bonds, which states that such Midtown Projects or a portion thereof, are completed and ready for occupancy. “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. “Authority Indenture” means the Trust Indenture, dated as of August 1, 2016, by and between the Authority and the Trustee, authorizing and securing Qualified Obligation 2. “Authorized Representative” means any officer of the Authority, any officer of the Commission (including the Director of Redevelopmentof the City or the Executive Director), 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 Authority 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 2and any Additional Bonds as the case may be, authenticated, delivered and Outstanding under the Authority Indenture. “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 Taxable Special Program Bonds, Series 2016(City Center II and Midtown Phase 1A Projects), dated August 4, 2016, issued in the original aggregate principal amount of $29,720,000. “Bond Bank Indenture” means the Trust Indenture, dated as of August 1, 2016, by and between the Bond Bank and Bond Bank Trustee, authorizing and securing the Bond Bank Bonds. E-1-1 “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 thecity 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 theState of Indiana. “Commission” means the City of Carmel Redevelopment Commission, established under Indiana Code 36-7-14,governing body of the Redevelopment District. “Construction Fund” shall mean the Construction Fundestablished under the Authority Indenture. “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 Authority 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 ReserveFund created and established by the Authority Indenture. “Fitch” means Fitch Ratings, or any successor thereof which qualifies as a Rating Agency under the Authority 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. “Interest Payment Date” means January 15 and July 15 of each year, commencing on January 15, 2017,with respect to Qualified Obligation 2. E-1-2 “Lease” means the Lease Agreement, dated as of March 23, 2016, as amended by the Addendum to Lease Agreement, dated as of August 4, 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” means the premises subject to the Lease. “Lease Rentals” means the lease rental payments payable by the Commission under the Lease. “Lessee” shall mean the Commission, or any successor or assign, as lessee under the Lease. “Midtown Projects” means all or any portion of (a) the design, acquisition, construction, st inspection and equipping of two multi-level parking garages located along 1Avenue SW and a public rdst plaza facing the Monon Trail, all of which will be located near the intersection of 3Street SW and 1 Avenue SW and are located in, or directly benefitting and serving, the Old Towne Economic Development Area; (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. “Moody’s” means Moody’s Investors Service or any successor thereof which qualifies as a Rating Agency under the Authority Indenture. “Operation Fund” means the Operation Fund created and established pursuant to the Authority 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. “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 2” or “2016D Authority Bonds” means the Authority’s Taxable Lease Rental Bonds, Series 2016D (Midtown Phase 1A Projects), issued in the aggregate principal amount of $10,890,000 pursuant to the Authority Indenture. Qualified Obligation 2is also referred to as the “2016D Bonds” under the terms of the Authority 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. E-1-3 “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. “Redemption Price” means, with respect to the Bonds outstanding under the Authority Indenture, the price at which the Bonds are redeemable as set forth in accordance with the terms of the Authority Indenture or any indenture supplemental thereto. “Redevelopment District” means the City of Carmel Redevelopment District. “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 2 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. “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 shallbe 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 otherobligation to repay any amounts (including, but not limited to, fees or additional interest) owing to the Credit Provider. “Reserve Requirement” shall mean,with respect to a specific debt service reserveaccount created within the Debt Service Reserve Fund for a specific Series of Bonds,an amount equal to the maximum annual principal and interest requirement on such specific Series of Bonds. “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 Authority Indenture. “Series of Bonds” or “Bonds of a Series” or “Series” or words of similar meaning means any Series of Bonds authorized by the Authority Indentureor by a Supplemental Indenture. “Sinking Fund” means the Sinking Fund created and established pursuant to the Authority Indenture. “Special Tax Revenues” means the revenues derived the special benefits tax levied by the Commission upon all taxable property in the Redevelopment District pursuant to the provisions of Indiana Code 36-7-14-27. “Supplemental Indenture” means an indenture supplemental to or amendatory of the Authority Indenture, executed by the Authority and the Trustee in accordance with terms of the Authority Indenture. E-1-4 “Trust Estate” has the meaning set forth in the preambles and granting clauses of the Authority Indenture, consisting of (i) all proceeds of all Bonds issued under the Authority Indenture and other cash and securities now or hereafter held in the funds and accounts created and established thereunder and the investment earnings thereon and all proceeds thereof; (ii) all rights, titles and interests of the Authority under the Lease, which rights under the Lease are assigned to the Trustee without any further action on the part of the Authority or the Trustee being necessary to make such assignment of lease rights fully effective; and (iii) all other properties and moneys hereafter pledged to the Trustee by the Authority to the extent of that pledge; provided, however,notwithstanding the foregoing, until all Affidavits of Completion are filed with respect to the Midtown Projects, or any portion thereof, financed with the proceeds of a particular series of Additional Bonds, the Trust Estate with respect to such series of Additional Bonds shall consist of only (i) the proceeds of such series of Additional Bonds which are deposited into the accounts of the Funds established at the time such series of Additional Bonds are issued, and (ii) any other funds specifically pledged to such series of Additional Bonds in the supplemental indenture executed and delivered at the time such series of Additional Bonds are issued. “Trustee” means The Huntington National Bank, as trustee under the Authority Indenture, and its successor or successors in trust. “2016DConstruction Account” shall mean the 2016D Construction Account of the Construction Fund established under the Authority Indenture. “2016D Debt Service Reserve Agreement” means the Debt Service ReserveAgreement, dated August 4, 2016, between the Authority and the 2016D Reserve FundInsurer. “2016D Midtown Projects” shall mean the portion of theMidtownProjects to be financed with a portion of the proceeds of Qualified Obligation 2. “2016D Reserve Account” shall mean the 2016D Reserve Account created withinthe Debt Service Reserve Fund. “2016DReserve Fund Credit Facility” means the Reserve Fund Credit Facility provided by the 2016D Reserve FundInsurer for deposit into the 2016D Reserve Accountto satisfy the 2016D Reserve Requirement with respect thereto upon the commencement of the term of the Lease. The 2016D Reserve FundCredit Facility constitutes a Reserve Fund Credit Facility (as such term is defined and used in the AuthorityIndenture) at the time of issuance thereof. “2016DReserve Fund Insurer” means Build America Mutual Assurance Company,aNew York mutualinsurance company, or any successor thereto or assignee thereof. The 2016D Reserve Fund Insurer constitutes a Credit Provider at the time of issuance of the2016D Reserve FundCredit Facility. “2016D Reserve Requirement” shall mean an amount equal to the maximumannual principal and interest requirements on the 2016D Bonds. At the time of issuanceof Qualified Obligation 2, the 2016D Reserve Requirement means an amount equal to$716,323.80. E-1-5 APPENDIX E-2 SUMMARY OF CERTAIN PROVISIONS OF THE LEASE LEASE TERM AND RENTAL Under the Lease, the Authority leases to the Commission an interest in certain real estate and certain improvements which have been or will be constructed thereon (collectively, the “Leased Premises”). Under the 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 expensesrelated to the Bonds (the “Fixed Annual Rentals”). At any time during the term of the Lease, the Leased Premises may be amended to add additional property to the Leased Premises or remove any portion of the Leased Premises; provided, however, following such amendment, the rental payable under the Lease shall be based on the value of the portion of the Leased Premises which is available for use, and the rental payments due under the 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 Lease will commence on the date on which the Commission begins to make lease rental payments thereunder and will end on the day prior to a date not more than twenty-five (25) years thereafter. However, the term of the Lease will terminate at the earlier of (a) the exercise by the Commission of the option to purchase the Leased Premises, as described below, or (b) the payment or defeasance of all bonds issued (i) to finance the cost of the 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 Leased Premises; provided that no bonds or other obligations of theLessor issued to finance theLeased Premises remain outstanding at the time of such payment or defeasance. The first lease rental payment for the Leased Premises is due on the later of January 1, 2020, or (ii) the date on which a portion of the Leased Premises are available for use by the Lessee.Thereafter, the Fixed Annual Rentals shall be payable in advance in semi-annual installments on January 1 and July 1 of each year. Prior to the date that the Fixed Annual Rental is materially increased due toadded value to the Leased Premises, the parties hereto shall certify the value of the portion of the Lease Premises which is complete and ready for use and that the adjusted lease rental payments are based on the value of such portion of the Leased Premises, which shall be endorsed in an addendum to the Lease. Such amount of adjusted rental shall be endorsed on the Leaseby the parties thereto as soon as the same can be done after the sale of the Bonds and such endorsement shall be recorded as an addendumto theLease.Rentals under the Lease are to be paid by the Commission directly to the Trustee. The Lease also provides that the Commission will pay as further rental for the Leased Premises (i) all taxes and assessments levied against or on account of the Leased Premises and the amount necessary to reimburse the Authority for any insurance payments made by it under the Lease,and (ii) the amount necessary to restore the amount on deposit or credited to an account of the Debt Service Reserve Fund to an amount equal to the applicable reserve requirement upon receiving notice from the Trustee, pursuant to the terms of the Authority Indenture, that the amount on deposit or credited to such account of the Debt Service Reserve Fund is less than the applicable reserve requirement. The Commission’s lease rental payments under theLeaseare 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 E-2-1 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 Redevelopment 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 Leased Premises is 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 Leased Premises as 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 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 the Commission, the rent will be abated for the period during which the 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 Leased Premises which is unfit or unavailable for use or occupancy. MAINTENANCE, ALTERATION, AND REPAIR The Commission is responsible for operation, maintenance and repair of the 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 theLeased Premises (the “Maintenance and Use Agreements”). Such other parties may assume all responsibility for operation, maintenance, repairs and alterations to the Leased Premises. At the end of the term of the Lease the Commission shall deliver the Leased Premises to the Authority in as good condition as at the beginning of the term, reasonable wear and tear only excepted. INSURANCE The Lessee, at its own expense, shall, during the term of theLease, keep the Leased Premises consisting of the parking garages insured against physical loss or damage, however caused, with such exceptions as are ordinarily required by insurers of buildings or improvements of a similar type, with good and responsible insurance companies approved by the Lessor. Such insurance shall be in an amount at least equal to the greater of (i) one hundred percent (100%) of the outstanding par amount of the Bonds, and (ii) one hundred percent (100%) of the full replacement cost of the Leased Premises as certified by a registered architect, registered engineer or professional appraisal engineer selected by the Lessor, on the effective date of this Lease and on or before the first day of April of each year thereafter. Such appraisal may be based upon a recognized index of conversion factors. During the term of this Lease, the Lessee shall also, at its own expense, maintain rent or rental value insurance in an amount equal to the full rental value of the potion of the Leased Premises consisting of the parking garages for a period of two (2)years against physical loss or damage of the type insured against pursuant to the requirements of the preceding sentence. During the full term of the Lease the Commission will, at its own expense, maintain combined bodily injury insurance, including accidental death, and property damage insurance with respect to the E-2-2 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. Such public liability insurance may be by blanket insurance policy or policies. 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 Lease. Another party may obtain such insurance policies and satisfy the requirements of the Lease as long as the Commission, the Authority and the Trustee are named as additional insureds under such policies. EMINENT DOMAIN If title to or the temporary use of the 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 Authority 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 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 Leased Premises and which are in furtherance of the purposes of the Act (the improvements shall be deemed a part of the 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) above shall be deposited in the sinking fund held by the Trustee under the Authority Indenture and applied to the repayment of the seriesof Bonds secured by such Lease. DEFAULTS The Lease provides that, if the Commission defaults (a) in the payment of rentals or other sums payable to the Authority under the 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 estateand interest of the Commission thereunder, and the Authority may resume possession of the 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 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 E-2-3 set forth in the respective Maintenance and Use Agreements (if any), given upon any rental payment date prior to the expiration of the Lease. OPTION TO PURCHASE The Commission has the right and option, under the Lease to purchase the 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 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. TRANSFER OF OWNERSHIP The Lease provides that, in the event the Commission has not exercised its option to purchase the Leased Premises and has not exercised its option to renew the Lease as described above, then, upon full performance by the Commission of its obligations under the Lease the Leased Premises 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 Leased Premises, or such portion thereof. E-2-4 APPENDIX E-3 SUMMARY OF CERTAIN PROVISIONS OF THE AUTHORITY 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 Authority Indenture: (i)Construction Fund, consisting of a 2016D Construction Account; (ii)Sinking Fund; (iii)Debt Service Reserve Fund, consisting of a 2016D Reserve Account; and (iv)Operation Fund. Deposit of Net Proceedsof Bonds, Revenues and Other Receipts. With regard to the proceeds from the sale of Qualified Obligation 2, the Authority shall be deemed to have received an aggregate amount equal to $10,890,000.00(which amount represents the par amount of Qualified Obligation 2). From the proceeds of the sale of Qualified Obligation 2, the Authority agrees that: (i)$243,602.20of 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 2;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 2(including a portion of the underwriters’ discount with respect to the Bond Bank Bonds in the amount of $43,560.00, and the premium for the 2016DReserve Fund Credit Facility to be paid by the underwriter for the Bond Bank Bonds directly to the 2016DReserve Fund Insurer, for and on behalf of the Authority, in the amount of $19,698.90); (ii)$1,022,505.03of 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 the Qualified Obligation 2 through July15, 2019; 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 July15, 2019; and (iii)$9,623,892.77of such amount, which represents the remainder thereof, shall be deposited in the 2016D Construction Account of the Construction 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. E-3-1 OPERATION OF FUNDS AND ACCOUNTS 2016D Construction Account.(a) The Trustee willdisburse funds held in the 2016D Construction Account to the Authority or its designee for the purpose of paying the costs of acquisition, design, construction, inspection and/or equipping of the 2016D Midtown Projects, including, but not limited to, the following items: (1)Obligations incurred for labor and to contractors, builders and materialmen in connection with the 2016D Midtown Projects; (2)The payment of the purchase price and the cost of acquiring any real estate and other property subject to the Lease; (3)Interest accruing on the Bonds during the period of construction to the extent that funds in any bond interest account of the Construction Fund or the Sinking Fund are insufficient; (4)The cost of equipment, if any, for the 2016D Midtown Projects; (5)The cost of all indemnity and surety bonds required by the AuthorityIndenture, 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, fees of the Trustee, Registrar and Paying Agent, and costs of municipal bond insurance; and (8)All other incidental costs incurred in connection with the cost of the 2016D Midtown Projects. (b)The Trustee willpay the items listed under paragraph (2) above upon the written request of an Authorized Representative, and the items described in paragraph (7) above shall be paid by the Trustee upon presentation of invoices or other documents evidencing the amount due as is satisfactory to the Trustee upon written request of an Authorized Representative. All other payments from the 2016D Construction Account willbe made by the Trustee upon presentation of an architect’s or engineer’s certificate of work completed and materials furnished, approved in writing by an Authorized Representative, or in the case of any items notsubject to certification by the architect or engineer, then upon the presentation of an affidavit executed by any Authorized Representative, or such other individuals as are designated in writing to the Trustee by 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 and the creditor’s taxpayer identification number (if not a corporation). (c)The Authority willfurnish to the Trustee at the time the 2016D Midtown Projectsare substantially complete and ready for occupancy except for punchlist items, and the Lease is endorsed to that effect, an Affidavit of Completion with respect to the 2016D Midtown Projectsexecuted by an Authorized Representative of the Authority (or such other individuals as are designated in writing to the Trustee by the Authority), the architect or engineer, and an Authorized Representative of the Commission, to the effect that the 2016D Midtown Projectshavebeen substantially completed and are E-3-2 ready for occupancy, except for punchlist items, and an affidavit executed by an Authorized Representative of the Authority (or such other individuals as are designated in writing to the Trustee by the Authority) to the effect that the 2016D Midtown Projectsarefree of all liens, encumbrances and claims whatsoever, excepting only current taxes not in default, the AuthorityIndenture, the Lease and liens or potential liens arising from disputed claims of contractors and work to be repaired as set out therein. (d)After the filing of such Affidavit of Completion, with respect to the 2016D Midtown Projects, the Trustee willhold in the 2016D Construction Account one hundred fifty percent (150%) of the amount of any disputed claims of contractors and work to be repaired, or if less, willhold the entire balance of the 2016D Construction Account, and willtransfer such remaining funds and any unobligated balance of the 2016D Construction Account, and such other money designated by the Authorized Representative to be retained in the 2016D Construction Account to pay for costs anticipated with the 2016D Midtown Projectsto such other fund or account as directed, in writing, by an Authorized Representative of the Authority. Any balance remaining in the 2016D Construction Account after payment of all disputed claims and all other costs incurred in connection with the 2016D Midtown Projectswillbe transferred to such other fund or account as directed, in writing by an Authorized Representative of the Authority within ten (10) days after the last payment of such disputed claims. (d)The Trustee willcause to be kept and maintained adequate records pertaining to the 2016D Construction Account and all disbursements therefrom. If requested by an Authorized Representative, the Trustee willfile copies of the records pertaining to the 2016D Construction Account and all disbursements from such fund with the Authorized Representative making such request. (e)In making disbursements from the 2016D Construction Account, the Trustee may rely upon such invoices or other appropriate documentation supporting the payments or reimbursements without further investigation. The Trustee willhave no responsibility to see that the 2016D Construction Account is properly applied, except as specifically provided in the Authority Indenture. Sinking Fund.Pursuant to the Authority Indenture, interest to become due on Qualified Obligation 2through and including July 15, 2019, in an amount equal to $1,022,505.03, has beenprepaid 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 rental payment received by the Trustee pursuant to the 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 Lease. Any portion of a rental payment remaining after such deposit will be deposited by the Trustee in the Operation Fund created under the Authority 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 ofthe Bonds at maturity or upon mandatory sinking fund redemption, and to pay the interest on the Bonds as the same falls due. 2016D Reserve Account. The Trustee will deposit in the 2016D Reserve Account an amount equal to the 2016D Reserve Requirementat the time of delivery of Qualified Obligation 2. The Trustee will maintain the 2016D Reserve Account and disburse the funds held in the 2016D Reserve Account solely for the payment of interest on and principal of Qualified Obligation 2, and only if moneys in the Sinking Fund are insufficient to pay principal of and interest on Qualified Obligation 2 after making all the transfers thereto required to be made from the Operation Fund. If moneys in the 2016D Reserve Accountare used to pay principal of or interest on Qualified Obligation 2, the depletion of the balance in the 2016D Reserve Account will be restored from rental payments under the Lease not needed for deposit E-3-3 into the Sinking Fund as required by the Authority Indenture. If moneys in the 2016D Reserve Account exceed the 2016D Reserve Requirement, such excess will be transferred at least semiannually to the Sinking Fund. Notwithstanding the foregoing, the Authority may satisfy the 2016D Reserve Requirement at any time by purchasing a Reserve FundCredit Facility and causing such instrument to be deposited into the 2016D Reserve Account for the benefit of the holders of Qualified Obligation 2. If such deposit causes the 2016D Reserve Account balance to be equal to the 2016D Reserve Requirement, moneys in the 2016D Reserve Accountwhich cause its balance to be in excess of the 2016D Reserve Requirement will be moved in accordance with the Authority 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 2016D Reserve Account, or a combination of such alternatives, so that the balance of the 2016D Reserve Accountequals the 2016D Reserve Requirement. The Trustee will include in the total amount held in the 2016D Reserve Account 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. Amountsrequired to be deposited in the 2016D Reserve Account will include any amount required to satisfy a Reserve Fund Reimbursement Obligation for any 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 2016D Reserve Account is less than the 2016D Reserve Requirement, the Trustee will give notice to the Authority andthe 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 2016D Reserve Account to the 2016D 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 2016D Reserve Account exceed the 2016D Reserve Requirement, the Trustee will move the cash or Qualified Investments, in excess of that needed for amount therein to be equal to the 2016D Reserve Requirement, from the 2016D Reserve Account to the Sinking Fund, the Operation Fund or such other fund or account, as directed by the Authority. The Trustee will draw first on cash or Qualified Investments on deposit in the 2016D Reserve Accountand 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 2016D Reserve Fund Credit Facilityremains in full force and effect, and (ii) the long-term debt obligations of the 2016D Reserve Fund Insurer are rated in one of the two highest Rating Categories by a Rating Agency then rating Qualified Obligation 2 or the Bond Bank Bonds;the prior written consent of the 2016D Reserve Fund Insurerwillbe a condition precedent to the deposit of any Reserve Fund Credit Facility(other than the 2016D Reserve Fund Credit Facility) provided in lieu of a cash deposit into the 2016D Reserve Account. Notwithstanding anything to the contrary set forth inthe AuthorityIndenture, amounts on deposit in the 2016D Reserve Account will be applied solely to the payment of debt service on Qualified Obligation 2. E-3-4 Notwithstanding the foregoing, for so long as the 2016D Reserve Fund Credit Facilityremains in fullforce and effect, the following provisions willapply: (1)The Authority willrepay any draws under the 2016D Reserve Fund Credit Facilityand pay all related reasonable expenses incurred by the 2016D Reserve Fund Insurer. Interest willaccrue and be payable on such draws and expenses from the date of payment by the 2016D 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 (“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 3%; and (ii) the then applicable highest rate of interest on Qualified Obligation 2; 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 yearof 360 days. In the event Chase ceases to announce its Prime Rate publicly,thePrime Rate willbe the publicly announced prime or base lending rate of such bank, banking association or trust company bank as the 2016D Reserve Fund Insurerin its sole andabsolute discretion shall 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 th each such monthly payment willbe in an amount at least equal to one-twelfth (1/12)of the aggregate of Policy Costs related to such draw. Amounts in respect of Policy Costs paid to the 2016D 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 2016D Reserve Fund Insureron account of principal due, the coverage under the 2016D Reserve Fund Credit Facilitywill be increased by a like amount, subject to the terms of the 2016D Reserve Fund Credit Facility. All cash and investments in the 2016D Reserve Account, together with all other available amounts in any fund established andheld under the Indenture and available to pay debt service on Qualified Obligation 2,willbe transferredto the Sinking Fund for payment of debt service on Qualified Obligation 2before any drawing may be made on the 2016D Reserve Fund Credit Facilityor any other Reserve Fund Credit Facility credited to the 2016D Reserve Accountin 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 2016D 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 2016D 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 2016D Reserve Account. Payment of Policy Costs and reimbursement of amounts with respect to other Reserve Fund Credit Facilities willbe made on a pro rata basis prior to replenishment of any cash drawn from the 2016D Reserve Account. “Available Coverage” means the coverage then available for disbursement pursuant to the terms of the applicable Reserve Fund Credit Facilities withoutregard to the legal or financial ability or willingness of the Reserve Fund 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. The Policy Limit shall automatically and irrevocably be reduced from time to timeby the amount of each reduction in the 2016D Reserve Requirement. E-3-5 (2)Draws under the 2016D Reserve Fund Credit Facility may only be used tomake payments on Qualified Obligation 2. (3)If the Authority failsto pay any Policy Costs in accordance with the requirements of clause (1) above, the 2016D 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 2; or (ii) remedies which would adversely affect owners of Qualified Obligation 2. (4)The Authority Indenturewillnot be discharged until all Policy Costs owing to the 2016D Reserve Fund Insurerhave been paid in full. The Authority’s obligation to pay such amounts willexpressly survive payment in full of Qualified Obligation 2. (5)The 2016D Reserve Fund Credit Facility shall expire and terminate in accordance with the terms and provisions of the 2016D Reserve Fund Credit Facility andthe 2016 Debt Service Reserve Agreement. (6)Any amendment, supplement, modification to, or waiver of the Authority Indentureor any other document executed in connection with the Qualified Obligation 2(collectively, the “Security Documents”) that requires the consent of the Owners of the Bonds or adverselyaffects the rights or interest of the 2016D Reserve Fund Insurer shall be subject to theprior written consent of the 2016D Reserve Fund Insurer. (7)The 2016D Reserve Fund Insureris recognized as and shall be deemed tobe a third party beneficiary of the Security Documents and may enforce the provisions ofthe Security Documents as if it were a party thereto so long as enforcement of suchprovisions does not adversely affect owners of Qualified Obligation 2. (8)Policy Costs due and owing shall be included in debt service requirementsfor purposes of calculation of the additional bonds test and the rate covenant, if any, intheAuthority Indenture. (9)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 2016D Reserve Fund Insurer, a security interest (subordinate only to that of the owners of Qualified Obligation 2) in the Trust Estate.Policy Costs shall be paid to the 2016D Reserve Fund Insurerimmediately following the payment of principal of and interest on Qualified Obligation 2,including following the occurrence of a default or event of default. (10)The Trustee willascertain the necessity for a claim upon the 2016D Reserve Fund Credit Facilityand to provide notice to the 2016D Reserve Fund Insurerin accordance with the terms of the 2016D Reserve Fund Credit Facilityat least five (5) business days prior to each date upon which interest or principal is due on Qualified Obligation 2. (11)The Authority agrees unconditionally that it will pay or reimburse the2016D Reserve Fund Insurer on demand any and all reasonable charges, fees, costs,losses, liabilities and expenses that the 2016DReserve Fund Insurer may pay or incur,including, but not limited to, fees and expenses of the 2016D Reserve Fund Insurer’sagents, attorneys, accountants, consultants, appraisers and auditors and reasonable costsof investigations, in connection with theadministration (including waivers and consents,if any), enforcement, defense, exercise or preservation of any rights and remedies inrespect of the Authority Indentureor any other Security Document (the “Administrative Expenses”). For purposes of the foregoing, costs and expenses shall include a reasonableallocation of compensation and overhead E-3-6 attributable to the time of employees of the2016D Reserve Fund Insurer spent in connection with the actions described in thepreceding sentence. The Authority agrees that failure to pay any Administrative Expenseson a timely basis will result in the accrual of interest on the unpaid amount at the LatePayment Rate, compounded semi-annually, from the date that payment is first due to the2016D Reserve Fund Insurer until the date the 2016D Reserve Fund Insurer is paid infull. (12)Payments made by the 2016D Reserve Fund Insurer under the 2016DReserve Fund Credit Facility with respect to claims for interest on or principal of the2016D Bonds shall not discharge the obligation of the Authority with respect to such2016D Bonds, and the 2016D Reserve Fund Insurer shall become the owner of suchunpaid 2016D Bonds and claims for the interest thereon. The Authority and the Trusteerecognize and agree that to the extent the 2016D Reserve Fund Insurer makes paymentsdirectly or indirectly (e.g., by paying through the Trustee), on account of principal of orinterest on the 2016D Bonds, the 2016D Reserve Fund Insurer will be subrogated to therights of such holders to receivethe amount of such principal and interest from theAuthority, with interest thereon. 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, and reports), 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 Authority 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 Operation Fund to the Authority during any time that there exists an uncured or unwaived event of default under the Authority 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. 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 writing in such Qualified Investments. During construction, all investment earnings on all funds shall be deposited in the applicable account of the Construction Fund to E-3-7 which the proceeds of such series of Bonds were deposited. After the filing of the Affidavit of Completion with respect to the Midtown Projects financed by such series of Bonds, theTrustee will allocate and deposit interest earnings to the fund or account to which the earnings are allocable, except as otherwise provided in the Authority Indenture. Funds invested for the Sinking Fund will mature prior to the time the funds invested will be needed for payment of principal of and interest on the Bonds. 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 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 termsand conditions of the Authority 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 Authorityhas the right, at its option, to redeem, according to the procedures providedunder the Authority Indenture,the bonds of Qualified Obligation 2maturing on or after January 15, 2027, in whole or in part, in any order of maturity or maturities selected bythe 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 Subject to the terms and limitations of the Authority Indenture, Additional Bonds (as defined in this appendix of the Official Statement) may be issued on a parity with Qualified Obligation 2and any other Bonds then Outstanding in order to finance or refinance the acquisition or construction of any portion of the Midtown Projects or to refund any of the Bonds. 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. Any Additional Bonds shall be secured by a debt service reserve accountcreated within the Debt Service Reserve Fund and established by the Supplemental Indenture authorizing the same. Additional Bonds shall be limited to amounts which can be repaid, along with any other Bonds then outstanding, from the lease rental payments under the Lease, or a new lease agreement between the Authority and the Commission. The lease rental payments under the Lease, or such new lease agreement, are limited as stated therein. Upon the execution and delivery of an appropriate supplement to the Authority 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 of the Authority, of an amendment or addendum to the Lease, or such new lease agreement between the Authority and the E-3-8 Commission, 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 or addendum to the Lease or such new lease agreement; (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 outstanding under the Authority Indenture, from lease rental payments pursuant to the Lease, as supplemented or amended, or from any such new lease agreement; (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 tothe date of delivery, as specified in such request and authorization; and (6)evidence that the amount on deposit in the debt service reserve accounts of the Debt Service Reserve Fund will be not less than the respective reserve requirements for such debt service reserve accounts in effect upon the delivery of such Additional Bonds. Notwithstanding anything in the Authority Indenture to the contrary, until all Affidavits of Completion are filed with respect to the Midtown Projects, or any portion thereof, financed with the proceeds of a particular series of Additional Bonds, the Trust Estate with respect to such series of Additional Bonds shall consist of only (i) the proceeds of such series of Additional Bonds which are deposited into the accounts of the Funds established at the time such series of Additional Bonds are issued, and (ii) any other funds specifically pledged to such series of Additional Bonds in the supplemental indenture executed and delivered at the time such series of Additional Bonds are issued. COVENANTS OF AUTHORITY In the Authority 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 Authority 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 Authority 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 Lease it has required the Commission to pay the amount of all taxes and E-3-9 assessments levied against the Leased Premises or the receipt of rental payments under the Lease. If the Commission should at any time fail to pay any tax, assessment or other charge for which it is responsible under the 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 of the Trustee arising under the Authority 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 Authority 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 Leased Premises might 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 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 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 Authority 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 Leased Premises or caused the Leased Premises to be maintained in good working conditions for the uses for which the Leased Premises are intended, and will not dispose of the Leased Premises except as permitted by the Authority Indenture and the Lease. Incurring Indebtedness.The Authority covenants that it will not incur any indebtedness, other than Qualified Obligation 2, except (i) indebtedness permitted by the Authority Indenture, or (ii) indebtedness payable from income of the Authority derived from some source other than the rental payments under the Leasepledged under the Authority Indenture, as long as any Bonds are Outstanding thereunder. Use of Proceeds of Qualified Obligation 2. The Authority covenants that the proceeds of Qualified Obligation 2held in the 2016D Construction Account of the Construction Fund shall be used for the following purposes: (First) The payment of the costs of issuing Qualified Obligation 2and the cost of acquisition or construction of the Leased Premises. The costs of construction shall include but not be limited to the items setforth in the Authority Indenture. (Second) After substantial completion of the 2016D Midtown Projects, any balance in excess of (i) one hundred fifty percent (150%) of the amount of any disputed claims of E-3-10 contractors and work to be repaired, and (ii) suchother amount designated by the Authorized Representative to be retained in the 2016D Construction Account to pay for costs anticipated with the 2016D Midtown Projects, shall be transferred to the Sinking Fund or another fund or account, as directed in writing by the Authorized Representative of the Authority, for any one or more of the following purposes upon written request of the Authorized Representative of the Commission: (a)For the purchase of equipment for the Midtown Projects, if any; (b)For the improvement of the Midtown Projects or for the improvement of any real estate which is subject to the Lease; or (c)For additional local public improvements and economic development projects to the extent permitted by Indiana law. (Third) Any balance remaining after payment of all after payment of all disputed claims and all other costs in connection with the 2016D Midtown Projects, shall be transferred to such other fund or account as directed, in writing, by an Authorized Representative within ten (10) days after the last payment of such obligations. Valid Lease; No Impairment. (a) The Authority covenants that the Lease is valid and binding on the Authority, and that a full, true and correct copy of the Lease is on file with the Trustee. The Authorityfurther covenants that, upon the receipt by the Trustee of the proceeds of Qualified Obligation 2, it will forthwith proceed to acquire or construct the Leased Premises in accordance with the plans and specifications therefor, and will complete such construction of the 2016D Midtown Projects with all expedition practicable in accordance with such plans and specifications, together with such changes therein as may be authorized by the Authority pursuant to the Authority Indenture. The Authority further covenants that it will not authorize, approve or permit any changes to be made in such plans and specifications unless all of the following conditions exist: (1)The proposed changes in the plans and specifications are approved in writing by the Commission, as lessee; (2)The proposed changes in the plans and specifications will not alter the character of the Leased Premises nor reduce the value thereof; and (3)The proposed changes in the plans and specifications will not result in an increase in the cost of the Leased Premises exceeding the amount of the uncommitted funds of the Authority on hand which are not required for the completion of the Leased Premises in accordance with the plans and specifications, interest on the Bonds during the construction period and the payment of the incidental expenses incurred in connection with the Leased Premises. (b)Prior to the completion of the Leased Premises, performance of additional construction work or the purchase of equipment not specified in the Lease or incorporated therein by reference to the plans and specifications shall be deemed a change or modification in the plans and specifications subject to the requirements in the Authority Indenture. (c)Except for changes made in the plans and specifications pursuantto the Authority Indenture, the Authority covenants that it will not agree to any modification of the terms of the 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 for therein other than in connection with a partial or total refunding of any of the Bonds, except upon compliance with the provisions of the Authority Indenture E-3-11 regarding consent of a majority of bondholders. The Authority further covenants that any modification permitted by the Authority Indenturewill be made only after a copy thereof has been filed with the Trustee. 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 Lease it will file a suit to mandate the appropriation of sufficient funds from the sources provided in the Lease and pursue any other remedy permitted by law and necessary to collect and enforce the payment of such rentals. INSURANCE Insurance During Construction.The Authority covenants that during the construction of the Midtown Projects, it will carry or will cause other persons to carry for its benefit the following kinds of insurance: (a)Builder’s risk insurance in the cumulative amount of one hundred percent (100%) of the insurable value of the portion of the Leased Premises consisting of the parking garage(s) against physical loss or damage thereto, however caused, with such exceptions as are ordinarily required by insurers of buildings or structures of a similar type. Such insurance shall be carried in completed value form. (b)Bodily injury and property damage insurance naming the Authority, the Commission, and the Trustee as insured against claims for damages forbodily injury, including accidental death, as well as claims for property damages which may arise from such construction. Such insurance shall be carried for not less than the following limits of liability for the policies indicated: (i)Combined bodily injury insurance, including accidental death, and property damage insurance in an amount not less than One Million Dollars ($1,000,000) on account of one occurrence; or, in the alternative, (ii)Bodily injury insurance in an amount not less than One Million Dollars ($1,000,000) for injuries, including accidental death, to any one (1) person, an in any amount not less than One Million Dollars ($1,000,000) on account of one (1) accident; and (iii)Property damage insurance in an amount not less than Five Hundred Thousand Dollars ($500,000) on account of any one (1) accident and in an amount not less than Five Hundred Thousand ($500,000) in the aggregate during each policy period, each of which shall not be longer than one (1) year. The Authority further covenants that all contracts for the Midtown Projects will or do require the contractor to carry such insurance as will protect the contractor from liability under Indiana Worker’s Compensation and Worker’s Occupations Diseases Acts. Insurance After Completion.The Authority covenants that by the Lease it has required the Commission to carry, at the Commission’s expense: (a)Insurance on the portion of the Leased Premises consisting of the parking garage(s) against physical loss or damage thereto, however caused, with such exceptions as are ordinarily required by insurers of buildings or improvements of a similar type, which insurance shall be in an amount at least equal to the greater of (i) one hundred percent (100%) of the outstanding par amount of the Bonds,and E-3-12 (ii) one hundred percent (100%) of the full replacement cost of the Leased Premises as certified by a registered architect, registered engineer or professional appraisal engineer in accordance with the Lease; (b)Rent or rental value insurance in an amount equal to the full rental value of the portion of the Leased Premises consisting of the parking garage(s) for a period of two (2) years against physical loss or damage of the type insured against under the preceding paragraph; and (c)Combined bodilyinjury insurance, including accidental death, and property damage with reference to the Leased Premises, in an amount not less than One Million Dollars ($1,000,000) on account of each occurrence. Beneficiaries of Insurance. The insurance policies required by the Authority 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 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 by the Authority Indenture may be by blanket insurance policy or policies, upon the prior consent of the 2016D Reserve Fund Insurer.A copy of such policies or certificate of insurance will be deposited with the Trustee. The Authority or the Commission will furnish to the Trustee or an original purchaser of the Bonds issued thereunder a copy of each policy or certificate of insurancedeposited with the Trustee, and, on or before May 1 of each year, the Authority or the Commission 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. 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 Trustee’s prime rate of interest plus 2%, will be repaid by the Authority upon demand, and will constitute an additional indebtedness of the Authority secured by the lien of the Authority Indenture, prior and paramount to the lien thereunder 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 OR CONDEMNATION OF LEASED PREMISES Subject to the terms of the Lease, in the event all or part of the Leased Premises istaken 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 Authority or the Trustee shallbe applied to the repair, replacement or reconstruction of the damaged, destroyed or condemned property by the Authority. Such proceeds shall be held and disbursed by the Trustee in the manner and upon the showings provided for in a Supplemental Indenture to be entered into by the Authority and the Trustee for such purpose, except that the Trustee may release such proceeds, or a part thereof, upon a showing satisfactory to the Trustee that repairs, replacements or reconstructions have been made and paid for.In the event the Authority does not commence to repair, replace or reconstruct the Leased Premises so condemned, damaged or destroyed E-3-13 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, replacements or reconstructions, and if it shall elect to do so, may enter upon said premises to any extent necessary for the accomplishment of such purposes, provided, nothing contained herein shall obligate the Trustee to make or complete any such repairs, replacements or reconstructions, and provided further, the Trustee may not make or complete such repairs, replacements or reconstructions if the Authority has instructed the Trustee not to undertake such work because the cost thereof exceeds the amount of condemnation or insurance proceeds available therefor. In case the Authority neglects, fails or refuses to proceed forthwith in good faith with the repair, replacement or reconstruction of the Leased Premises which has 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), shall (unless the Trustee proceeds to make the repairs, replacements or reconstructions of the condemned, damaged or destroyed property as above provided) 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 shall apply the proceeds to the redemption of such Bonds at the earliest possible redemption date, without premium or penalty, in the manner provided the AuthorityIndenture and with the same force and effect as if such redemption had been made 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 shall apply the proceeds to the partial redemption ofoutstanding Bonds at the earliest possible redemption date, without premium or penalty, in the manner provided in the AuthorityIndenture and with the same force and effect 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 the AuthorityIndenture and with the same force and effect 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. Notwithstanding the foregoing, if, at any time, the Leased Premises are totally or substantially damaged, destroyed or 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 hereunder and such Bonds are then subject to redemption, the Authority, with the written approval of the Commission, shall direct the Trustee to use said moneys for the purpose of calling for redemption all of the Bonds issued and then outstanding under the AuthorityIndenture 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 Authority 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 Authority 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; E-3-14 (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 Leased Premises or the lease rentals due under the 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 adjudgeda 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 Leased Premises or the lease rentals due under the 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 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 Leased Premises, or the lease rentals due under the Lease and such custody or control is not terminated within one hundredtwenty (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 Lease or such other action to enforce the 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 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 Authority 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 Authority Indenture or in aid of any power granted in the Authority Indenture, or for the enforcement of any other appropriate legal or equitable remedy. E-3-15 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 leaserentals under the Lease pending 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 Authority Indenture, together with any other amounts ofcash 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 paymentof all other expenses of the trust created by the Authority 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)to the payment of any amounts due and owing to any Credit Provider pursuant to the terms of any Credit Facility, and, if the amount available shall not be sufficient to pay in full all amounts owing to all Credit Providers, then to such payment ratably, according to the aggregate amount due under all Credit Facilities on such date, to each Credit Provider entitled thereto without any discrimination or privilege; and (v)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 Authority Indenture, or for the appointment of a receiver, or for any other remedy under the Authority 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 Authority 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 Authority 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 Authority 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 Authority 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 impaired or affected without the consent of such Registered Owner. E-3-16 No recourse under or upon any obligation, covenant or agreement contained in the Authority 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 timeto time and at any time, enter into such Supplemental Indentures: (i)To cure any ambiguity or formal defect or omission in the Authority 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 Authority Indenture additional revenues, properties or collateral; or (iv)To modify, amend or supplement the Authority 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 Authority 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 ofa 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 as provided in the Authority Indenture; or (vii)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 Authority 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, without consent of the holder of each Bond so affected;or E-3-17 (ii)A reduction in the principal amount of any Bond or the rate of interest thereon, without consent of the holder of each Bond so affected; or (iii)The creation of a lien upon the Trust Estate ranking prior to or on a parity with the lien created by the Authority Indenture, without consent of the holders of all of the Bonds then outstanding; or (iv)A preference or priority of any Bond or Bonds over any other Bond or Bonds, without consent of the holders of all of the Bonds then outstanding; or (v)A reduction in the aggregate principal amount of the Bonds required for consent to such supplemental indenture, without consent of the holders of all of the Bonds then outstanding. Notwithstanding the foregoing, therights and obligations of the Authority and of the Registered Owners of the Bonds, and the terms and provisions of the Bonds and the Authority 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 Authority Indenture, and provision is also made for paying all Trustee’s and paying agents’ fees and expenses and other sums payable under the Authority Indenture by the Authority, then and in that case such Bonds shall no longer be deemed to be outstanding under the Authority 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 theAuthority, the Trustee will release the Authority 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 Authority 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 Authority Indenture, the Trustee will, within 30 days, after such obligationshave 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 Authority Indenture, that the Authority Indenture has been released. If (1) cash, or (2) Government Obligations, which are noncallable by the issuer thereof, the principal ofand the interest on which when due without reinvestment will provide sufficient money, or E-3-18 (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 Authority Indenture, and provision is made for paying all Trustee’s and paying agents’ fees and expenses related thereto and other sums payable under the Authority Indenture by the Authority,such Bonds shall not be deemed outstanding under the Authority 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 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 BJB4118813v1 E-3-19 (This page intentionally left blank.) APPENDIX F 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: August 4, 2016 The City of CarmelLocal Public Improvement Bond Bank Carmel, Indiana Re:The City of Carmel Local Public Improvement Bond Bank Taxable Special Program Bonds, Series 2016(City Center II and Midtown Phase 1A Projects) Ladies and Gentlemen: We have acted asbond 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 Taxable Special Program Bonds, Series 2016(City Center II and Midtown Phase 1A Projects), dated the date hereof(the “Bonds”), in the aggregate principal amount of $29,720,000, pursuant to: (a) Indiana Code 5-1.4, as amended; (b)aresolution adopted by the Board of Directors of the Issuer on June28, 2016; and (c) aTrust Indenture, dated as of August1,2016(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 relied on representations of the Issuer contained in the Indenture, the certified proceedings and other certifications of public officialsfurnished 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 otherswithout undertaking to verify the same by independent investigation. We have relied upon the report of H.J. Umbaugh & Associates, Certified Public Accountants,LLP,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). 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. The City of Carmel Local Public Improvement Bond Bank August 4, 2016 4.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 July 21, 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 similarlaws 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 general principles 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, F-2 APPENDIX G 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 4day of August,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 Taxable Special Program Bonds, Series 2016 (City Center II andMidtown Phase 1A Projects) (the “Bonds”), in the original aggregate principal amount of $29,720,000,pursuant to a Trust Indenture,dated as of August1,2016(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 July 21, 2016,amongthe Issuer, the City, acting on behalf of the 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 ofholders 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 of any 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’ andany 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 datedJuly 21, 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 asits 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. 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 principal of and premium, if any, and interest on the Bonds, whether upon scheduled maturity, G-2 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 onbehalf of the Redevelopment Commission; 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 of the Final Official Statement: -“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 (the financial information and operating data set forth in Section 4(a)(i) hereof, collectively, the “Annual Financial Information”); (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 G-3 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 taxstatus of the security; (F)Defeasances; (G)Rating changes; (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 G-4 (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. 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 Redevelopment Commissionandthe Redevelopment Authority 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. G-5 Section 8.Limitation of Rights. Nothing expressed or implied in this Agreement is intended to give, or shall give, to the Underwriters, the Securities and Exchange Commission or any Obligated Person, or any underwriters, brokers or dealers, or any other person, other than the City, each Promisee and 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 anybreach 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 performanceby 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 inthe Indenture)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 (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, G-6 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 courier service 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 maybe 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. Section 16.Beneficiaries.This Agreement shall inure solely to the benefit of the City, the Dissemination Agent and registered or 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 and obligations 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. G-7 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. Section 25.Captions. The captions appearing in this Agreement are included herein for convenience ofreference only, and shall not be deemed to define, limit or extend the scope or intent of any rights or obligations under this Agreement. G-8 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 G-9 EXHIBIT A $29,720,000 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK TAXABLE SPECIAL PROGRAM BONDS, SERIES 2016 (CITY CENTER II & MIDTOWN EAST PHASE 1A PROJECTS) 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 August 4, 2016(the “Agreement”), from the Cityto each registered owner or holder of any of 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: G-10 EXHIBIT B $29,720,000 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK TAXABLE SPECIAL PROGRAM BONDS, SERIES 2016 (CITY CENTER II & MIDTOWN EAST PHASE 1A PROJECTS) 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 August 4, 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 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: G-11 EXHIBIT C $29,720,000 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK TAXABLE SPECIAL PROGRAM BONDS, SERIES 2016 (CITY CENTER II & MIDTOWN EAST PHASE 1A PROJECTS) NOTICE OFMATERIAL 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 August 4, 2016(the “Agreement”), from the City to each registered owneror 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: G-12 EXHIBIT D $29,720,000 THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK TAXABLE SPECIAL PROGRAM BONDS, SERIES 2016 (CITY CENTER II & MIDTOWN EAST PHASE 1A PROJECTS) 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 August 4, 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 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: G-13 (This page intentionally left blank.)