HomeMy WebLinkAboutTaxable Special Program Bonds, Series 2017A
NEWISSUERating:S&PGlobalRatings“AA+”
Book-Entry-Only
This FinalOfficial Statement is dated July 20, 2017
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(the
“State”) for all purposes, except for theState financial institutions tax. See“TAX MATTERS”and Appendix Eherein.
$7,405,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
Carmel, Indiana
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2017A
(Midtown South Project)
Original Date: Date of Delivery (August 8, 2017)Due: January 15and July 15, as shown on insidecover page
The City of Carmel Local Public Improvement Bond Bank(the “Bond Bank”)is issuing $7,405,000of its Taxable Special ProgramBonds, Series
2017A(Midtown SouthProject)(the “Bonds”)for the purpose of providing funds to(a) purchasethe Qualified Obligation, 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 Obligationwill be retained by the Bond Bank and applied to the payment of capitalized intereston the Bonds and costs of issuanceofthe
Qualified Obligation, 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 May
18, 2017, and are issued under and secured by the Trust Indenturedated as of August1, 2017(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 Carmel Redevelopment
Authority (the “Authority”and the “Qualified Entity”)will deliver itsQualified Obligationto the Bond Bank, pursuant to the terms of apurchase
agreement with the Bond Bank setting forth the definitive terms and conditions of the purchase of theQualified Obligation.
The Bondsare limited obligations of the Bond Bank payable solely out of therevenues and funds established andpledged therefor underthe Bond
Bank Indenture, as more fully described herein, which includes the revenues and funds received from the Qualified Entitywith respect to the
Qualified Obligation. 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 theQualified Entity, under the constitution and laws of the State or a pledge of the faith,
credit and taxing power of the Cityof Carmel, Indiana (the “City”), the State or any political subdivision thereof, including theQualified 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 Bondsand 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 Obligation. The payments on the Qualified Obligationhave been structured to be
sufficient to pay the principal of and interest on the Bonds when due. TheQualified Obligationispayable from lease rental payments(the
“Authority Lease Rentals”) to be made by the Carmel Redevelopment Commission.The Authority Lease Rentalsare secured by and payable
from a special benefits tax (a form of ad valorem property tax) levied on all taxable property within the Carmel Redevelopment District
(the “Redevelopment District”). The boundaries of the City andthe Redevelopment District are coterminous.See “SECURITIES BEING
OFFERED” herein for a more detailed description for the security and expected sources of payment for the Qualified Obligation.
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, 2018. 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
July 15, 2020$20,000 1.973%CQ1July 15, 2024$135,000 2.656%CY4
January 15, 202120,000 2.073%CR9January 15, 2025140,000 2.756%CZ1
July 15, 2021125,000 2.123%CS7July 15, 2025140,000 2.806%DA5
January 15, 2022130,000 2.256%CT5January 15, 2026140,000 2.891%DB3
July15, 2022130,000 2.306%CU2July 15, 2026145,000 2.941%DC1
January 15, 2023130,000 2.406%CV0January 15, 2027145,000 2.991%DD9
July 15, 2023130,000 2.456%CW8July 15, 2027150,000 3.041%DE7
January 15, 2024135,000 2.606%CX6
.
Term Bonds
$300,000of Term Bonds at 3.141% due July 15, 2028, CUSIP DG2
$310,000of Term Bonds at 3.241% due July 15, 2029, CUSIP DJ6
$320,000of Term Bonds at 3.341% due July 15, 2030, CUSIP DL1
$335,000of Term Bonds at 3.441% due July 15, 2031, CUSIP DM9
$345,000of Term Bonds at 3.491% due July 15, 2032, CUSIP DN7
$355,000of Term Bonds at 3.541% due July 15, 2033, CUSIP DP2
$370,000of Term Bonds at 3.574% due July 15, 2034, CUSIP DQ0
$1,195,000of Term Bonds at 3.714% due July 15, 2037, CUSIP DT4
$2,060,000of Term Bonds at 3.864% due January 15, 2042, CUSIP DU1
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 Underwriter and 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 Authority by its
counsel Barnes & Thornburg LLP, Indianapolis, Indiana, for the Carmel Redevelopment Commission by its counsel
Wallack Somers & Haas, P.C., and for the Underwriterby itscounsel, Hall, Render, Killian, Heath & Lyman, P.C.,
Indianapolis,Indiana.Certain items will be passed onbyBarnes & Thornburg LLP, Indianapolis, Indiana, as special
counsel to the Bond Bank.The Bondsare expected to be available for delivery via the FAST System of DTC in
Indianapolis, Indiana, on August 8, 2017.
IN CONNECTION WITH THIS OFFERING THE UNDERWRITER MAY 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 Underwriterto 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 Underwriter. 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 hereinsince 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 UNDERWRITER HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS
OFFICIAL STATEMENT: THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL
STATEMENT IN ACCORDANCE WITH AND AS PART OF ITS RESPONSIBILITIES TO INVESTORS
UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF
THIS TRANSACTION, BUT THE UNDERWRITER DOES 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, FUTUREBUSINESS 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, BondBank, Qualified Entity,Qualified Obligationand 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 $7,405,000Principal Amount of
The City of Carmel Local Public Improvement Bond Bank
Taxable Special Program Bonds, Series 2017A............................................................................................6
Securities Being Offered
Authorization and Approval Process of the Bonds...........................................................................................7
Security and Sources of Payment of the Bonds................................................................................................7
The Qualified Entityand The Qualified Obligation.........................................................................................7
Qualified Obligationof the Carmel Redevelopment Authority........................................................................7
Enforcement of the Qualified Obligation........................................................................................................11
Funds and Accounts........................................................................................................................................11
Risks to Bondholders.......................................................................................................................................11
Investment of Funds........................................................................................................................................13
The Bonds
Interest Calculation..........................................................................................................................................13
Redemption Provisions....................................................................................................................................13
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................................................................................................................................................................24
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
DSummary of Certain Legal Documents Related to the Qualified Obligation
EForm ofOpinionof Bond Counsel
FForm of Continuing Disclosure Undertaking Agreement
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PROJECT PERSONNEL
Names and positions of officials and professionals who have taken part in the planning of the projectsand bond
issuesare:
Bond Bank
Board of Directors
Anna Stout, Chair
Jarvis Jointer, Vice-Chair
Frank Abercrombie
John Schuler
Bond Bank Executive Director &
City Clerk-Treasurer
Christine S. Pauley
Redevelopment AuthorityMayorRedevelopment Commission
Robert Bush, PresidentHonorable James C. BrainardWilliam Hammer, President
Debra Zipes, Vice-PresidentDavid C. Bowers, Vice-President
CommonCouncil
John Getz, Secretary/TreasurerHenry Mestetsky, Secretary
Bill Brooks
Sue Finkam, President
Michael Kerschner
Kevin Rider, Vice-President
Jeff Worrell
Laura Campbell
Ron Carter
Anthony Green
Bruce Kimball
Jeff Worrell
Redevelopment Commission
Executive Director
Corrie Meyer
City Engineer
Jeremy Kashman
Corporation Counsel
Douglas C. Haney
Bond CounselFinancial AdvisorRedevelopment CommissionCounsel
Bruce D. DonaldsonLoren M. MatthesKarl P. Haas
Barnes & Thornburg LLPH.J. Umbaugh &AssociatesWallack Somers & Haas, P.C.
11 South Meridian StreetCertified Public Accountants, LLPOne Indiana Square, Suite 2300
Indianapolis, Indiana 462048365 Keystone Crossing, Suite 300Indianapolis, Indiana 46204
Indianapolis, Indiana 46240
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This introduction to the Official Statement contains certain information for quick reference only.Investors must
read the entire Official Statement to obtain information essential to the making of an informed investment decision.
OFFICIAL STATEMENT
$7,405,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
Carmel, Indiana
TAXABLE SPECIAL PROGRAMBONDS, SERIES 2017A
(Midtown SouthProject)
INTRODUCTION TO THE OFFICIAL STATEMENT
The City of Carmel Local Public Improvement Bond Bankisissuing $7,405,000of its TaxableSpecial Program
Bonds, Series 2017A(Midtown SouthProject) (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 “State”).The CommonCouncilof the City of Carmel, Indiana 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 Entityisa 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, upontheir 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.
Under separate trust indentures and other instruments authorized under the Act, the Bond Bank has previously
issued, and has outstanding as of the date of this Official Statement, an aggregate principal amount of approximately
$294,405,000 inseparate program obligations (collectively, the “Prior Bond Bank Bonds”). All Prior Bond Bank
Bonds are secured separately and independently and do not constitute Bonds under the Bond Bank Indenture or for
purposes of this Official Statement. The Bond Bank has never failed to punctually pay principal of and interest on
any Prior Bond Bank Bonds.
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The Bonds will be issued and secured separately from all other obligations issued by the Bond Bank, including the
Prior Bond Bank 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 purposes.Further, as of the date of this Official
Statement, the Bond Bank is considering undertaking other types of financing for qualified entities for purposes
authorized by and in accordance with the procedures set forth in the Act. Any future obligations will be secured
separately and independently from thePrior Bond Bank Bonds,theBonds and the Bond Bank Indenture,and will
not constitute Bonds under the Bond Bank Indenture or for the purposes of this Official Statement.
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 Obligation(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 Obligationwill beretained by the Bond Bank andapplied
to the payment of capitalized interest on the Bonds and costs of issuanceand related expensesofthe Qualified
Obligation, allas more fully described herein.The Qualified Entity,comprised of the Carmel Redevelopment
Authority (the “Authority”), will deliver itsQualified Obligationto the Bond Banksimultaneous with the Bond
Bank’s delivery of the Bonds to the purchasers thereof.
The Qualified Obligation(QO)
Carmel Redevelopment Authority
$7,405,000of City ofCarmel Redevelopment Authority Taxable Lease RentalBonds, Series 2017A(Midtown
South Project)(the “Qualified Obligation”)
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 Entitywith respect to the Qualified Obligation.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 theQualified Entity,under the constitution and laws of the State or a pledge of the faith, credit
and taxing power of the Cityof Carmel, Indiana (the “City”), the State or any political subdivision thereof, including
theQualified 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 the Bonds.
T HE Q UALIFIED E NTITYAND THE Q UALIFIED O BLIGATION
The Qualified Entityiscomprised of the City of Carmel Redevelopment Authority.The proceeds from the sale of
the Bonds will be used by the Bond Bank to purchase theQualified Obligation; provided, however, a portion of the
purchase price of the Qualified Obligationwill 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 Obligationand certain related
expenses. The proceeds from the sale of the Qualified Obligationwill be used by theQualified Entityas further
described herein.
Qualified Obligation of the Authority
The Qualified Obligationispayable from lease rental payments to be made by the Carmel Redevelopment
Commission (the “Commission”)under the terms of the Authority Lease(as defined herein). Such Authority Lease
Rentals are secured by and payable from a special benefits tax (which is a form of ad valorem property tax) (the
“Redevelopment Special Benefits Tax”)levied on all taxable property within the Carmel Redevelopment District
(the “Redevelopment District”).The boundaries of the Redevelopment District are coterminous with the boundaries
of the City. However, the Commission reasonably expects to pay such Authority Lease Rentals from other legally
available revenues, including but not limited to, (i)Tax Increment derived fromone or more allocation areas
established within the Redevelopment District to be received by the Commission, including but not limited to the
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Midtown Allocation Area, (ii) any Payment in Addition to Taxes agreements and (iii) any developer or component
guarantee agreements.While the Commission reasonably expects other legally available revenues to be available,
these other legally available revenues are NOT pledged to the payment of the Authority Lease Rentals and thus are
not security for the payment of the Bonds. Accordingly, investors should look to the availability of Redevelopment
Special Benefits Taxes when considering an investment in the Bonds. Information relating to the other legally
available revenues is set forth in Appendix B attached hereto. Payment of principal and interest on the Qualified
Obligationis further secured byamounts on deposit inor credited toadebt service reserve accountto 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 Bondsmaturing on or after July 15, 2027 are subject to optional redemption beginning January 15, 2027as
more fullydescribed herein.The Bondsissued as Term Bondsaresubject to mandatory sinking fund redemption as
more fully described herein.
D ENOMINATIONS
The Bondsare being issued in the denomination of $5,000 or integral multiples thereof.
R EGISTRATION AND E XCHANGE F EATURES
The Trusteeshall keep at its designatedcorporate trust office, a record for the registration of the Bonds.Each
registered Bond shall be transferable or exchangeableonly on such record at the designatedcorporate trust office of
the Trustee at the written request of the registered owner thereof or his attorney duly authorized in writing upon
surrender thereof, together with a written instrument of transfer satisfactory to the Trustee duly executed by the
registered owner or his duly authorized attorney.
B OOK-E NTRY-O NLY S YSTEM
When issued, the Bondswill be registered in the name of and held by Cede & Co., as nominee for The Depository
Trust Company, New York, New York. Purchases of beneficial interests in the Bondswill bemade in book-entry-
only form. Purchasers of beneficial interests in the Bondswill not receive physical delivery of certificates
representing their interests in the Bonds. For so long as the Bondsare held in book-entry-only form, payments of
principal of and interest on the Bondswill be paid by the Trusteeonly to DTC or its nominee. Neither the Bond
Banknor the Trusteewill have any responsibility for a BeneficialOwner’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
OOK-E NTRY-O NLY S YSTEM”inthis Official Statement.
“THE BONDS--B
P ROVISIONS FOR P AYMENT
The principal on the Bondsshall be payable at the designatedcorporate trust office of the Trustee, or by wire
transfer to DTCor any successor depository. All payments of interest on the Bondsshall be paid by check, mailed
one business day prior to the interest payment date to the registered owners as the names appear as of the lastday of
the month immediatelypreceding the interest payment date and at the addresses as they appear on the registration
books kept by the Trusteeor at such other address as is provided to the Trusteeor by wire transfer to DTC or any
successor depository. If payment of principal or interest is made to DTC or any successor depository, payment shall
be madeby wire transfer on the payment date in same-day funds. If the payment date occurs on a date when
financial institutions are not open for business, the wire transfer shall be made on thenext succeeding business day.
The Trusteeshall be instructed to wire transfer payments by 1:00 p.m. (New York City time) so such payments are
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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
its nominee, or from any Direct or Indirect Participant,of any notices of redemption. See “THE BONDS--B OOK-
E NTRY-O NLY S YSTEM”inthis Official Statement.
N OTICES
If the office locationat 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 Efor the form of opinion of Bond Counsel.
M ISCELLANEOUS
The information contained in this Official Statement has been compiled from Bond Bank officials, 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 Official Statement 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
expresslystated, 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.
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S OURCES AND U SES OF F UNDS
Uses
Available proceeds for purchase of Qualified Obligation$6,250,000.00
Capitalized interest (1)612,249.78
Costs of issuance and contingencies (2)489,792.89
Premium for Debt Service Reserve Fund Surety Policy(3)15,932.33
Underwriter’s discount37,025.00
Total Uses of Funds$7,405,000.00
Sources
The City of Carmel Local Public Improvement Bond Bank
Taxable Special ProgramBonds, Series 2017A$7,405,000.00
Total Sources of Funds$7,405,000.00
(1) A portion of the purchase price of the Qualified Obligationwill 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&Prating fees
and other miscellaneous costs.In addition, a portion of the purchase price of the Qualified Obligationwill be
retained by the Bond Bank and applied to the payment of costs of issuance and related expenses with respect to the
Qualified Obligation.
(3) A portion of the purchase price of theQualified Obligationwill be retained by the Underwriterand paid directly
to Build America Mutual Assurance Company, for and on behalf of the Qualified Entity, as payment of the premium
for the debt service reserve surety policy related to the Qualified Obligation.
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S CHEDULE OF A MORTIZATION $7,405,000P 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 2017A
PaymentPrincipalInterestBudget Year
DateOutstandingPrincipalRatesInterestTotalTotal
(-------In Thousands------)(%)
01/15/2018$7,405 $109,604.58 $109,604.58 $109,604.58
07/15/20187,405 125,661.30 125,661.30
01/15/20197,405 125,661.30 125,661.30 251,322.60
07/15/20197,405 125,661.30 125,661.30
01/15/20207,405 125,661.30 125,661.30 251,322.60
07/15/20207,405 $201.973%125,661.30 145,661.30
01/15/20217,385 202.073%125,464.00 145,464.00 291,125.30
07/15/20217,365 1252.123%125,256.70 250,256.70
01/15/20227,240 1302.256%123,929.83 253,929.83 504,186.53
07/15/20227,110 1302.306%122,463.43 252,463.43
01/15/20236,980 1302.406%120,964.53 250,964.53 503,427.96
07/15/20236,850 1302.456%119,400.63 249,400.63
01/15/20246,720 1352.606%117,804.23 252,804.23 502,204.86
07/15/20246,585 1352.656%116,045.18 251,045.18
01/15/20256,450 1402.756%114,252.38 254,252.38 505,297.56
07/15/20256,310 1402.806%112,323.18 252,323.18
01/15/20266,170 1402.891%110,358.98 250,358.98 502,682.16
07/15/20266,030 1452.941%108,335.28 253,335.28
01/15/20275,885 1452.991%106,203.05 251,203.05 504,538.33
07/15/20275,740 1503.041%104,034.58 254,034.58
01/15/20285,590 150(1)3.141%101,753.83 251,753.83 505,788.41
07/15/20285,440 150(1)3.141%99,398.08 249,398.08
01/15/20295,290 155(2)3.241%97,042.33 252,042.33 501,440.41
07/15/20295,135 155(2)3.241%94,530.55 249,530.55
01/15/20304,980 160(3)3.341%92,018.78 252,018.78 501,549.33
07/15/20304,820 160(3)3.341%89,345.98 249,345.98
01/15/20314,660 165(4)3.441%86,673.18 251,673.18 501,019.16
07/15/20314,495 170(4)3.441%83,834.35 253,834.35
01/15/20324,325 170(5)3.491%80,909.50 250,909.50 504,743.85
07/15/20324,155 175(5)3.491%77,942.15 252,942.15
01/15/20333,980 175(6)3.541%74,887.53 249,887.53 502,829.68
07/15/20333,805 180(6)3.541%71,789.15 251,789.15
01/15/20343,625 185(7)3.574%68,602.25 253,602.25 505,391.40
07/15/20343,440 185(7)3.574%65,296.30 250,296.30
01/15/20353,255 190(8)3.714%61,990.35 251,990.35 502,286.65
07/15/20353,065 195(8)3.714%58,462.05 253,462.05
01/15/20362,870 195(8)3.714%54,840.90 249,840.90 503,302.95
07/15/20362,675 200(8)3.714%51,219.75 251,219.75
01/15/20372,475 205(8)3.714%47,505.75 252,505.75 503,725.50
07/15/20372,270 210(8)3.714%43,698.90 253,698.90
01/15/20382,060 210(9)3.864%39,799.20 249,799.20 503,498.10
07/15/20381,850 215(9)3.864%35,742.00 250,742.00
01/15/20391,635 220(9)3.864%31,588.20 251,588.20 502,330.20
07/15/20391,415 225(9)3.864%27,337.80 252,337.80
01/15/20401,190 230(9)3.864%22,990.80 252,990.80 505,328.60
07/15/2040960235(9)3.864%18,547.20 253,547.20
01/15/2041725235(9)3.864%14,007.00 249,007.00 502,554.20
07/15/2041490240(9)3.864%9,466.80 249,466.80
01/15/2042250250(9)3.864%4,830.00 254,830.00 504,296.80
Totals$7,405$4,070,797.72$11,475,797.72$11,475,797.72
(1)$300,000 of Term Bonds due July 15, 2028.(6) $355,000 of Term Bonds due July 15, 2033.
(2) $310,000 of Term Bonds due July 15, 2029.(7) $370,000 of Term Bonds due July 15, 2034.
(3) $320,000 of Term Bonds due July 15, 2030.(8) $1,195,000 of Term Bonds due July 15, 2037.
(4) $335,000 of Term Bonds due July 15, 2031.(9) $2,060,000 of Term Bonds due January 15, 2042.
(5) $345,000 of Term Bonds due July 15, 2032.
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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 May 18, 2017, and
are issued under and secured by the Trust Indenture dated as of August1, 2017between the Bond Bank and the
Trustee.
The Qualified Entity will enter into a purchase agreement with the Bond Bank setting forth the definitive terms and
conditions of the purchase of its Qualified Obligation.
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 Entitywith respect to the Qualified Obligation.The Bond Bank Indenturecreates
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 theQualified 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 theQualified 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, adebtservice reserve fund will be established and held under the
Authority Indenturein order to further secure the payment of principal and interest due thereon.
T HE Q UALIFIED E NTITYAND THE Q UALIFIED O BLIGATION
The Qualified Entityiscomprised of the Carmel Redevelopment Authority.The proceeds from the sale of the Bonds
will be used by the Bond Bank to purchase theQualified Obligation; provided, however, a portion of the purchase
price of the Qualified Obligationwill be retained bythe Bond Bank and applied to the payment of capitalized
interest on the Bondsand costs of issuance of the Qualified Obligation, together with certain related expenses. The
proceeds from the sale of the Qualified Obligationwill be used by the Qualified Entityas further described herein.
The payments on the Qualified Obligationwill secure and provide for the payment of the Bonds. The payments on
the Qualified Obligationhave 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 BLIGATIONOF THE C ARMEL R EDEVELOPMENT A UTHORITY
Qualified Obligation:Authorization and Purpose:
The Carmel Redevelopment Authoritywas established to provide for the financing of lease bonds issued under
Indiana Code §36-7-14.5. The Qualified Obligationisbeing 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 Qualified Obligation,
pursuant to a resolution adopted by the Authority on March 23, 2016, as amended on June 14, 2017,and pursuant to
the Trust Indenture dated as of August1, 2016, as supplemented by a First Supplemental Trust Indenture dated as of
August1, 2017,(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, as amended by an Addendum to Lease
Agreement dated as of August 4, 2016, and as further amended by a Second Addendum to Lease dated as of August
8, 2017,(the “Authority Lease”) between the Authority, as lessor,and the Commission, as lessee. Resolutions
approving the Authority Leasewereapproved by the Authority, on March 23, 2016, as amended on June 14, 2017,
and by the Commission,on February 15, 2016.Aresolution approving the Authority Leaseand the issuance of the
Qualified Obligationwas adopted by the Common Council of the City on March 7,2016, as amended on May 15,
2017.
The Qualified Obligationisbeing issued in connection with a major mixed-use redevelopment project, known as
“Midtown”, which is being developed by several developers within the Old Towne Economic Development Area. In
2016, the Authority issued $10,890,000 of Taxable Lease Rental Bonds, Series 2016D (the “2016D Authority
Bonds”), pursuant to the Authority Indenture, to assist with the first phase of the Midtown project, known as
Midtown Phase 1A or Midtown East. Midtown Southrepresents the second phase of the Midtown redevelopment
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project.The Midtown South projectwill include a 223,000square foot mixed-useapartmentbuilding.Theproceeds
of the Qualified Obligationwill be used to fundthe 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
rdst
of which will be located near the intersection of 3Street SW and 1Avenue SW; (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.The 2017AAuthority
Bond proceeds will also be used to pay the premium for a debt service reserve surety policy,capitalized interest and
issuance expenses.
Qualified Obligation:Security and Sources of Payment:
The Qualified Obligationdoesnot constitute a corporate obligation of the City or the Commission, but constitutesa
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 Qualified Obligationispayable
from lease rental payments to be made by the Commission under the terms of the Authority Lease(the
“Authority Lease Rentals”). However, until an affidavit of completion is filed by the Authority with the
Trustee with respect to the projects financed by the Qualified Obligation, the trust estate securing the
Qualified Obligationwill be limited to: (i) the proceeds of the Qualified Obligationdeposited into the
construction account established under the Authority Indenture in connection with the issuance of the
Qualified Obligation, and (ii) the debt service reserve account established under the Authority Indenture
upon the issuance of the Qualified Obligation. Such Authority 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 ofthe City.The Commission has reserved the right and reasonably expects, but is not
required, to pay such Authority Lease Rentals from any other legally available revenues, including but not limited
to, (i)incremental real and designated depreciable personal property taxes(the “Tax Increment”)derived from one
or more allocation areasestablished within the Redevelopment District to be received by the Commission, including
but not limited to the Midtown Allocation Area,(ii) any Payment in Addition to Taxes agreements and (iii) 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 Authority Lease Rentals from any funds other than the Redevelopment Special Benefits Tax.
The Qualified Obligationisfurther secured by amounts on deposit in or credited to a debt service reserve accountto
be held under the Authority Indenture.The Qualified Obligationisbeing issuedunderthe Authority Indenture and
issecured by the trust estate established thereunder on parity with thepledge thereof to the 2016D Authority Bonds.
While the Commission reasonably expects other legally available revenues to be available, these other legally
available revenues are NOT pledged to the payment of the Authority Lease Rentals and thus are notsecurity for the
payment of the Bonds. Accordingly, investors should look to the availability of Redevelopment Special Benefits
Taxes when considering an investment in the Bonds. Information relating to the other legally available revenues is
set forth inAppendix B attached hereto. 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 Authority
Lease Rentals due with respect to the Qualified Obligation.
Pursuant to the Authority Indenture, the Authority may issue additional bonds on parity with the 2016D Authority
Bonds and the Qualified Obligation,in order to finance or refinance the acquisition or construction of any portion of
the Midtown South or Midtown East projects or to refund any of the bonds outstanding thereunder. However, any
such additional bonds may only be issued upon satisfaction of certain conditions, including without limitation, an
amendment to the Authority Leaseor a new lease which requires the Commission to pay lease rentals in an amount
sufficient to pay the principal of and interest on such additional bonds, and evidence that the amount on deposit in
the debt service reserve accountunder 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 proceeds of 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 or beneficial owners of
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the2016D Authority Bonds or theQualified Obligationwill not be subject to any construction period risk related to
any additional bondsissued on parity with the 2016D Authority Bonds and the Qualified Obligation.For greater
detail, refer to the Summary of CertainProvisions of the Authority Indenture—Additional Bonds in Appendix D-3
hereto.
Authority Leased Premises:The leasedpremises being acquired or constructed by the Authority from a portion of
the proceeds of the Qualified Obligationand leased to the Commission, as lessee,under the terms of the Authority
Lease(the “Authority Leased Premises”) consist of the real estate,roads and other improvements related to all or a
st
portion of the property located between 1Avenue SW to the east and the MononTrail to the west, between an area
ndth
Street SW and to the south by an extension of 6Street SE, all
generally bounded to the north by an extension of 2
of which is located within the corporate boundaries of the Cityand within the Old Towne Economic Development
Area.
If any part of the Authority Leased Premisesshould ever be condemned or partially or totally destroyed, the
Authority Lease Rentals will be abated during the period in which the Authority Leased Premisesare unfit or
unavailable for their intended useor occupancy. In such a case, rental value insurancefor the portion of the
Authority Leased Premisesconsisting of the parking garagesis to be available to payAuthority Lease Rentals due
during this time for a period of up to two years. TheAuthority Leasealso 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 Authority Lease Rentals to be paid by the Commission each January 1 and July 1 for the use of the Authority
Leased Premiseswill be equal to an amount which will be sufficient to pay unpaid principal of and interest on the
2016D Authority Bonds and the Qualified Obligationwhich is due on or before the January 15 and July 15
following such January 1 and July 1, plus an amount sufficient to provide for the applicable fees of the Trustee and
incidental expenses of the Authority.
The Commission is granted the right and option to purchase the Authority Leased Premiseson any date, upon sixty
(60) days written notice, at a price equal to the amount required to pay all related indebtedness (including the
Qualified Obligation), including all accrued and unpaid interest to the date of redemption. Upon exercise of such
option at any time that the Qualified Obligationisnot then subject to optional redemption (which is the same for the
Bonds), the proceeds of such purchase price will be deposited with the AuthorityIndenture Trustee and applied to
the payment of debt service on the 2016D Authority Bonds and the Qualified Obligationwhendue.
Debt Service Reserve Account:A debt service reserve account within the debt service reserve fundwill be
established and held under the AuthorityIndenture to further secure the payment of principal and interest due on the
Qualified Obligation.Such debt service reserve account will be held separately from the debt service reserve
account for the 2016D Authority Bonds. The Trustee is required to maintain a balance in the debt service reserve
accountequal to the maximum annual principal and interestrequirements on the Qualified Obligation(the
“Qualified ObligationReserve Requirement”).
Under the Authority Indenture,upon certain conditions the Authoritymay satisfy all or any part of its obligation to
maintain amounts equal to the Qualified Obligation Reserve Requirementin the debt service reserve accountby
depositing or substituting aletter of credit, revolving credit agreement, surety bond, reserve fund surety policy,
insurance policy or other similar credit or liquidity agreement or instrument(the “ReserveFund Credit Facility”)
issuedor providedby acredit provider (the“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 orthe Bond Bank Bonds.
Except as provided in a Reserve Fund Credit Facility, moneys in the debt service reserve accountup to the amount
of the Qualified Obligation Reserve Requirementare required under the Authority Indentureto be held and applied
solely for the payment of interest on and principal of the Qualified Obligation. If moneys in the debt service reserve
accountexceed the Qualified Obligation Reserve 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 account
are less than the Qualified Obligation Reserve Requirement, the Trusteewill 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
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amounts on deposit or credited to the debt service reserve account to the Qualified Obligation Reserve 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 account for the Qualified Obligation will be initially funded by deposit of a Reserve Fund
Credit Facility therein provided by a Credit Provider and replenished (if necessary) to maintain a balance equal to
the Qualified Obligation Reserve Requirement. A commitment has been made by Build America Mutual Assurance
Company, a New York domiciled mutual insurance corporation (“BAM”), for the issuance of its Municipal Bond
Debt Service Reserve Insurance Policy (the “Policy”) in connection with the Qualified Obligation for the purpose of
funding the debt service reserve account. The Policy constitutes a Reserve Fund Credit Facility and will be issued in
an amount sufficient to satisfy the Qualified Obligation Reserve Requirement. The Policy is expected to be delivered
by BAM upon the issuance and delivery of the Qualified Obligation. Refer to the Summary of Certain Legal
Documents Related to the Qualified Obligation in Appendix D.
Municipal Bond Debt Service Reserve Insurance Policy: Concurrently with the issuance of the Bonds, Build
America Mutual Assurance Company will issue its Municipal Bond Debt Service Reserve Insurance Policy relating
to the Qualified Obligation.
The Policy is not covered by any insurance security or guaranty fund established under New York, California,
Connecticut or Florida insurance law.
Build America Mutual Assurance Company:BAM is a New York domiciled mutual insurance corporation. BAM
provides credit enhancement products solely to issuers in the U.S. public finance markets. BAM will only insure
obligations of states, political subdivisions, integral parts of states or political subdivisions or entities otherwise
eligible for the exclusion of income under section 115 of the U.S. Internal Revenue Code of 1986, as amended. No
member of BAM is liable for the obligations of BAM.
The address of the principal executive offices of BAM is: 200 Liberty Street, 27th Floor, New York, New York
10281, its telephone number is: 212-235-2500, and its website is located at: www.buildamerica.com.
BAM is licensed and subject to regulation as a financial guaranty insurance corporation under the laws of the State
of New York and in particular Articles 41 and 69 of the New York Insurance Law.
BAM’s financial strength is rated “AA/Stable” by S&P Global Ratings, a business unit of Standard & Poor’s
Financial Services LLC, which rating was affirmed on June 26, 2017. An explanation of the significance of the
rating and current reports may be obtained from S&P at www.standardandpoors.com. The rating of BAM should be
evaluated independently. The rating reflects the S&P’s current assessment of the creditworthiness of BAM and its
ability to pay claims on its policies of insurance. The above rating is not a recommendation to buy, sell or hold the
Bonds, and such rating is subject to revision or withdrawal at any time by S&P, including withdrawal initiated at the
request of BAM in its sole discretion. Any downward revision or withdrawal of the above rating may have an
adverse effect on the market price of the Bonds. BAM only guarantees scheduled principal and scheduled interest
payments payable by the issuer of the Bonds on the date(s) when such amounts were initially scheduled to become
due and payable (subject to and in accordance with the terms of the Policy), and BAM does not guarantee the market
price or liquidity of the Bonds, nor does it guarantee that the rating on the Bonds will not be revised or withdrawn.
Capitalization of BAM: BAM’s total admitted assets, total liabilities, and total capital and surplus, as of March 31,
2017 and as prepared in accordance with statutory accounting practices prescribed or permitted by the New York
State Department of Financial Services were $504.2 million, $71.5 million and $432.7 million, respectively.
BAM is party to a first loss reinsurance treaty that provides first loss protection up to a maximum of 15% of the par
amount outstanding for each policy issued by BAM, subject to certain limitations and restrictions.
BAM’s most recent Statutory Annual Statement, which has been filed with the New York State Insurance
Department and posted on BAM’s website at www.buildamerica.com, is incorporated herein by reference and may
be obtained, without charge, upon request to BAM at its address provided above (Attention: Finance Department).
Future financial statements will similarly be made available when published.
BAM makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, BAM
has not independently verified, makes no representation regarding, and does not accept any responsibility for the
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accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted
herefrom, other than with respect to the accuracy of the information regarding BAM, supplied by BAM and
presented under the heading “Municipal Bond Debt Service Reserve Insurance Policy”.
E NFORCEMENT OF THE Q UALIFIED O BLIGATION
As owner of the Qualified Obligation, the Bond Bank has available to it all remedies available to owners or holders
of securities issued by the Qualified Entity. According to Indiana Code § 5-1.4, upon the sale and delivery by a
Qualified Entity of any securities to the Bond Bank, the Qualified Entity will be deemed to have agreed that upon 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 if the Qualified Entity fails to
pay its obligations on time. The Bond Bank is obligated under the Bond Bank Indenture to avail itself of all
remedies, rights and provisions of law applicable in the circumstances. According to Indiana Code § 5-1.4, the
failure to exercise or exert any rights or remedies within a time or period provided by law may not be raised as a
defense by the Qualified Entity.
The Bond Bank has also determined to consult with the Qualified Entity, as necessary from time to time, with regard
to the action needed to be taken by the Qualified Entity 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 the Qualified Entity with respect to its
requirements under its Qualified Obligation, including the making of its payments on its Qualified Obligation to the
Bond Bank.
F UNDS AND A CCOUNTS
The Bond Bank Indenture and Authority Indenture establish certain funds and accounts and the flow of funds. (For
greater detail, refer to the Summary of Certain Provisions of the Bond Bank Indenture provided in Appendix C and
the Summary of Certain Legal Documents Related to the Qualified Obligation provided in Appendix D. Complete
copies of the Bond Bank Indenture and Qualified Entity’s authorizing instruments may be obtained from the City.)
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
Obligation 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 not maintain 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
Obligation which 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 Qualified Obligation are payable only from Authority
Lease Rentals received by the Trustee on behalf of the Authority from the Commission pursuant to the
Authority Lease. The Authority has no taxing power. The Authority has no source of funds from which to pay
debt service on the Qualified Obligation except monies collected from Authority Lease Rentals and funds
held under the Authority Indenture. According to the Authority Lease, the portion of the Authority Lease
Rentals securing the Qualified Obligation will commence on the date of completion of the projects financed
with the proceeds of the Qualified Obligation or January 1, 2020, whichever is later. Proceeds of the
Qualified Obligation will be held by the Trustee to pay interest on the Qualified Obligation through and
including January 15, 2020. In the event the portion of the Authority Leased Premises financed with the
proceeds of the Qualified Obligation are not completed, the Commission cannot pay the Authority Lease
Rentals with respect to the Qualified Obligation. If, for any reason, the Authority Leased Premises are
damaged or destroyed and unavailable for use, the Commission would no longer be able to pay Authority
Lease Rentals under the Authority Lease.
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However, the Commission is required by the Authority Leaseto 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 damaged or destroyed Authority Leased Premises are not replaced or repaired or are
unavailable for use beyond the period covered by any rental value insurance or the debt service reserve
accountfor Qualified Obligationare insufficient or unavailable, the Commission will be unable to pay the
applicable Authority Lease Rentals attributable to the damaged or destroyed Authority Leased Premises, and
the Authority would have insufficient funds to pay debt service on the Qualified Obligation.
(2)General Risks:While the Redevelopment Special Benefits Tax is pledged to the payment of the Authority
Lease Rentalson the Qualified Obligation, the Commission intends to pay the Authority Lease Rentalson the
Qualified Obligationfrom other legally available revenues. The other legally available revenues are not
pledged to the payment of Authority Lease Rentals, and there can be no assurance that in the future they will
not be pledged to another obligation, or that they will be available to pay the Authority Lease Rentalswith
respect to the Qualified Obligation.
(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 tothe Commissionin time to pay the Authority Lease
Rentalsunder the Authority Leasewhen due, thereby impacting the ability of the Authority to pay debt
service on the Qualified Obligationwhen due.This risk is inherent in all property tax-supported
obligations.
The debt service reserve fund established will helpto mitigate this timing risk, but doesnot eliminate it.
The debt service reserve fundfor the Qualified Obligationwill be held by the Trustee on behalf of the
Authority. 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 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.
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.Ifproperty 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
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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.
(4)Risks Associated with Tax Increment and Other Legally Available Revenues: The Commission reasonably
expects to make theAuthority 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 Authority 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 AuthorityLease Rental payment is due. The
debt service reserve fundestablished for theQualified Obligationwill help to mitigate this timing risk, but
doesnot eliminate it. However, the Commission ispermitted to use other legally available funds to make the
Authority Lease Rentalpayments.
(5)Adverse Legislative Action:It is possible that legislation enacted or proposed for consideration after the date
of the Bonds and the Qualified Obligationwill have an adverse effect on payment or timing of payment or
other matters impacting the Bonds and the Qualified Obligation. 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 Obligation. Please referto 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 Obligationare 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 Qualified Entityshall direct the investment of proceeds of the Qualified Obligation.
THE BONDS
I NTEREST C ALCULATION
Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
R EDEMPTION P ROVISIONS
Optional Redemption:
The Bondsmaturing on or after July 15, 2027are redeemable prior to maturity at the option of the Bond Bankin
whole or in part in any order of maturity as determined by the Bond Bankand by lot within maturities, on any date
not earlier than January 15, 2027, at face value plusaccrued interest to the date fixed for redemption and without
any redemption premium.
Mandatory Sinking Fund Redemption:
The Bondsmaturing on July 15in the years 2028through and including 2034, on July 15, 2037and on January 15,
2042(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:
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Term Bond dueJuly 15, 2028Term Bond dueJuly 15, 2029
DateAmountDateAmount
01/15/28$150,00001/15/29$155,000
07/15/28Final maturity150,00007/15/29Final maturity155,000
Total$300,000Total$310,000
Term Bond dueJuly 15, 2030Term Bond dueJuly 15, 2031
DateAmountDateAmount
01/15/30$160,00001/15/31$165,000
07/15/30Final maturity160,00007/15/31Final maturity170,000
Total$320,000Total$335,000
TermBond dueJuly 15, 2032Term Bond dueJuly 15, 2033
DateAmountDateAmount
01/15/32$170,00001/15/33$175,000
07/15/32Final maturity175,00007/15/33Final maturity180,000
Total$345,000Total$355,000
Term Bond dueJuly 15, 2034Term Bond dueJuly 15, 2037
DateAmountDateAmount
01/15/34$185,00001/15/35$190,000
07/15/34Final maturity185,00007/15/35195,000
01/15/36195,000
Total$370,00007/15/36200,000
01/15/37205,000
07/15/37Final maturity 210,000
Total$1,195,000
Term Bond dueJanuary 15, 2042
DateAmount
01/15/38$210,000
07/15/38215,000
01/15/39220,000
07/15/39225,000
01/15/40230,000
07/15/40235,000
01/15/41235,000
07/15/41240,000
01/15/42Final maturity250,000
Total$2,060,000
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
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to the Trustee for cancellation or purchased for cancellation by the Trustee and not theretofore applied as a credit
against any redemption obligation. Each Term Bond so delivered or canceled shall be credited by the Trustee at
100% of the principal amount thereof against the mandatory sinking fund obligation on such mandatory redemption
date, and any excess of such amount shall be credited on future redemption obligations, and the principal amount of
that Term Bond to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly
reduced; provided, however, the Trustee shall only credit such Term Bond to the extent received on or before 45
days preceding the applicable mandatory redemption date.
If fewer than all the Bondsare called for redemption at one time, the Bondsshall be redeemed in order of maturity
determined by the Bond Bank and bylot within maturity. Each $5,000 principal amount shall be considered a
separate bond for purposes of optional and mandatory redemption.If some Bondsare to be redeemed by optional
and mandatory sinking redemption on the same date, the Trustee shall select by lot the Bondsfor optional
redemption before selecting the Bondsby lot for the mandatory sinking fund redemption.
Notice of Redemption:
Notice of redemption shall be mailed to the registered owners of all Bondsto be redeemed at least 30daysbut not
more than 45 daysprior to the date fixed for such redemption. If any of the Bondsare so called for redemption, and
payment therefore is made to the Trustee in accordance with the terms of the Bond Bank Indenture, thensuch Bonds
shall cease to bear interest from and after the date fixed for redemption in the call.
B OOK-E NTRY-O NLY S YSTEM
DTC will act as securities depository for the Bonds.The Bondswill be issued as fully-registered securities
registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Bond certificatewill be issued for each maturity of the
Bonds, each in the aggregate principal amount of such maturity, and will be depositedwith DTC.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York
Banking Law, a “banking organization”within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a “clearing corporation”within the meaning of the New York Uniform Commercial Code,
and a “clearing agency”registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s
participants (the “Direct Participants”) deposit with DTC.DTC also facilitates the post-trade settlement among
Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized
book-entry transfers and pledges between Direct Participants’accounts. This eliminates the need for physical
movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation(“DTCC”).DTCC is the holding company for DTC,
National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also
available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and
clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly
or indirectly(the “Indirect Participants”).DTC has Standard & Poor’sratingof“AA+.”The DTCrules applicable to
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.
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To facilitate subsequent transfers, all Bondsdeposited by Direct Participants with DTC are registered in the name of
DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of
DTC. The deposit of Bondswith DTC and their registration in the name of Cede & Co. or such other DTC nominee
do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Bonds; DTC’s records reflect only the identity of the 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 toany statutory or regulatory requirements as may be in effect from time to time.
Beneficial Owners of the Bondsmay wish to take certain steps to augment the transmission to them of notices of
significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the
Bond Bank Indenture. Forexample, Beneficial Owners of the Bondsmay wish to ascertain that the nominee
holding the Bondsfor their benefit has agreed to obtain and transmit notices to Beneficial Owners.In the alternative,
Beneficial Owners may wish to provide their names and addresses to theTrusteeand request that copies of notices
be provided directly to them.
Redemptionnotices shall be sent to DTC. If less than all of the Bondswithin a maturity are being redeemed, DTC’s
practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bondsunless
authorized by a Direct Participant in accordance with DTC’s MMI procedures. Under its usual procedures, DTC
mails an Omnibus Proxy to the Bond Bankas soon as possible after the Record Date. The Omnibus Proxy assigns
Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bondsare credited on
the Record Date (identified in a listing attached to the Omnibus Proxy).
Principal, premium and interest payments on the Bondswill be made to Cede & Co., or such other nominee as may
be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’accounts upon
DTC’s receipt of funds and correspondingdetailinformationfromtheBond Bankor the Trustee onthe payable date
in accordance with their respective holdings shown on DTC’s records. Payments by Direct and Indirect Participants
to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in “street name,”and will be the
responsibility of such Direct or Indirect Participant and not of DTC, the Trusteeorthe Bond Bank, subject to any
statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium and
interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of the Bond Bank or the Trustee, disbursementof such payments to Direct Participants will be the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of
Direct and Indirect Participants.
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 ofbook-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.
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Each Bondwould be transferable or exchangeable only upon the presentation and surrender thereof at the corporate
trust office of the Trustee, duly endorsedfor transfer or exchange, or accompanied by a written assignment duly
executed by the owner or its authorized representative in form satisfactory to the Trustee. Upondue presentation of
any Bondsfor transfer or exchange, the Trustee wouldauthenticate and deliver in exchange therefor, within a
reasonable time after such presentation, a new Bond, registered in the name of the transferee or transferees (in the
case of a transfer), or the owner (in the case of an exchange), in authorized denominations and of the same maturity
and aggregate principal amount and bearing interest at the same rate as the Bondso presented. The Bond Bankor
the Trustee wouldrequire the owner of any Bondsto pay a sum sufficient to cover any tax, fee or other
governmental charge required to be paid in connection with the transfer or exchange of such Bonds.
PROCEDURES FOR PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION
The 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 provides taxpayers with a tax
credit for all property taxes in an amount that exceeds a certain percentage of the gross assessedvalue 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 Local Government 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 Auditorby the County Assessor on or before July 1.
The estimated value is used when the governing body of a local taxing unit meets to establish its budget for the next
fiscal year (January 1 through December 31), and to set tax rates and levies. By statute, thebudget, 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 the County Treasurer in two installments on May10 and November10, unless
the mailing of tax bills is delayed or a later due date is established by order of the DLGF. If an installment of
property taxes is not completely paid on or before the due date, a penalty of 10% of the amount delinquent is added
to the amount due; unlessthe 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 shallserve 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.
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UnderState 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
accurately determine “true tax value” as defined in the Manual and the Guidelines, not to mandate that any specific
assessment method be followed. The Manual defines “true tax value” for all real property, other than agricultural
land, as “the market value in use of a property for its current use, as reflected by the utility received by the owner or
a similar user from that property.” In the case of agricultural land, true tax value shall be the value determined in
accordance with the Guidelines and certain provisions of the Indiana Code.The Manual permits assessing officials
in each county to choose any acceptable mass appraisal method to determine true tax value, taking into
consideration the ease of administration and the uniformity of the assessments produced by that method.The
Guidelines were adopted to provide assessing officials with an acceptable appraisal method, although the Manual
makes it clear that assessing officials are free to select from anynumber 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 ofwhether, 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 systemsmay be eligible for certain deductions. Tangible property or real property owned by
disabled veterans and their surviving spouses may be eligible for certain deductions. Commercial and industrial real
property, new manufacturing equipment and research and development equipment may be entitled to economic
revitalization area deductions. Government owned properties and properties owned, used and occupied for
charitable, educational or religious purposes may be entitled to exemptions from tax. “Net Assessed Value”or
“Taxable Value”represents the “Gross Assessed Value”less certain deductions for mortgages, veterans, the aged,
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 reassessmentplan for its county. The DLGF must complete its
review and approval of the reassessment plan before March 1, 2015, and January 1 of each subsequent year that
follows a year in which the reassessment plan is submitted by the county.The reassessment plan must divide all
parcels of real property in the county into four (4) different groups of parcels. Each group of parcels must contain
approximately twenty-five percent (25%) of the parcels within each class of real property in the county. All real
property in each group of parcels shall be reassessed under the county’s reassessment plan once during each four (4)
year cycle. The reassessment of a group of parcels in a particular class of real property shall begin on May1 of a
year, and must be completed on or before January1 of the year after the year in which the reassessment of the group
of parcels begins.For real property included in a group of parcels that is reassessed, the reassessment is the basis for
taxes payable in the year following the year in which the reassessment is to be completed. The county may submit a
reassessment plan that provides for reassessing more than twenty-five percent (25%) of all parcels of real property in
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the county in a particular year. A plan may provide that all parcels are to be reassessed in one (1) year. However, a
plan mustcover a four (4) year period. All real property in each group of parcels shall be reassessed under the
county’s reassessment plan once during each reassessment cycle. The reassessment of the first group of parcels
under a county’s reassessment plan was tobegin on July 1, 2014, and was tobe completed on or before March 1,
2015.
In addition, all real property assessments are revalued annually to reflect market value based on comparable sales
data.This process is generally known as “Trending.”When a change in assessed value occurs, a written notification
is sent to the affected property owner. If the owner wishes to appeal this action, the owner must first request in
writing a preliminary conference with the county or township official who sent the owner such written notification.
That request must be filed with such official within 45 days after the written notification is given to the taxpayer.
That preliminary conference is a prerequisite to areview of the assessment by the county property tax assessment
board of appeals. While the appeal is pending: (1) any taxes on real property which become due on the property in
question must be paid in an amount based on the immediately preceding year’s assessment, or it may be paid based
on the amount that is billed; and (2) any taxes on personal property which become due on the property in question
must be paid in an amount based on the assessed value reported by the taxpayer on the taxpayer’s personal property
tax return, or it may be paid based on the amount billed.
Effective with the tax year payable 2009, the standard deduction for homesteads was increased from the lesser of
$45,000 or 50% of assessed value to the lesser of $45,000 or 60% of assessed value. Additionally, a supplemental
homestead deduction equal to 35% of the next $600,000 of assessed value remaining after the standard deduction
and 25% of the remaining assessed value over $600,000 was implemented beginning in 2009.
Prior to February 15 of 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 assessedvalue 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.
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(4)A taxpayer’s property tax liability on other real property may not exceed 3% of the gross assessed
value of the property that is the basis for the determination of property taxes.
(5)A taxpayer’s property tax liability on personal property (other than personal property that is
Tangible Property or personal property that is other residential property) within 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 taxing district.
The Amendment provides that, with respect to property taxes first due and payable in 2012 and thereafter, property
taxes imposed after being approved by the voters in a referendum will not be considered for purposes of calculating
the limits to property tax liability under the provisions of the Amendment described in the preceding paragraphs.
As required by the Amendment, the State General Assembly enacted amendments to Indiana Code §6-1.1-20.6 (the
“Statute”) for the purposes of limiting a taxpayer’s property tax liability and excluding property taxes 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.
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The Qualified Entitycannot predict the timing, likelihood or impact on property tax collections of any future actions
taken, amendments to the Constitution of the Stateof Indiana or legislation enacted, regulations or rulings
promulgated or issued to implement any such regulations, statutes or the Amendmentdescribed above or of future
property tax reform in general. There has been no judicial interpretation of this legislation. In addition, there can be
no assurance as to future events or legislation that may affect the Circuit Breaker Tax Credit or the collection of
special benefits taxesby the Qualified Entity.
Estimated Circuit Breaker Tax Credit for the City:
According to theDLGF, the Circuit Breaker Tax Creditsallocable to the Cityfor budget years 2015 and 2016 were
$1,132,485and $2,917,489, respectively. The Circuit Breaker Tax Credit for budget year 2017is $2,654,270.These
amounts do not include the estimated lease rental payments due with respect to the Qualified Obligation.
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 local income tax (“LIT”)appliedto property tax
relief could increase effective property tax rates and the amount of the lost revenue due to the Circuit BreakerTax
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 Authority,to be dated thedate of the closing of the Bonds (the “Disclosure Agreement”).The Cityis
the only obligated personunder 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 definedunder 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, 2017; 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 Cityto 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 Fherein.
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
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written contract or agreement specified in subsection (b)(5)(i) of the Rule, except to the extent that the following are
deemed to be material. In some instances, the following events were a result of information not being correctly
linked to the correct CUSIP number.
In regards to the 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 datafor the calendar
year ending December 31, 2013 was filed on June 30, 2014, one day late.
In regards to the County Option Income Tax Lease Rental Revenue Bonds, Series 2006, certain rating changes for
bond insurer MBIA Insurance Corporation, now National Public Finance Guarantee Corporation,were not filed on a
timely basis. The rating changes were not filed until September 3, 2014.
In regards to the 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 bond insurer Financial Security Assurance, Inc. (FSA), now
Assured Guaranty Municipal Corporation,was not filed on a timely basis. The rating change was provided to the
MSRB through EMMA onMarch 25, 2016.
In regards to the Indiana Bond Bank Special Program Bonds, Series 2008B -Capital Appreciation Bonds, the audit
for the calendar year ending December 31, 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, with the exception
of the Rates and Charges for Metered Water Services schedule for the year ending December 31, 2012, and audit
were filed onApril 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 notfiled 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 a timely basis. The audit and operating data were not filed until April
21, 2014.The operating data specific to the water utility for the calendar year ending December 31, 2012 was filed
on June 27, 2014and March 28, 2016.
In regards to the Sewage Works Revenue Bonds of 2012, the audit and operating data for the calendar year ending
December 31, 2012 were not filed on a timely basis. The audit and operating data were not filed until April 22,
2014. The unaudited financials for the 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
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.
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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 City, 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 Cityis
now in full compliance with itsundertaking agreements. In addition, the City’sdissemination 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 City.
The information in this subcaption concerning the City’scompliance 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 or withdrawal of the rating may have an adverse effect
upon the market price of the Bonds.
The Bond Bank did not apply to any other rating service for a rating on the Bonds.
UNDERWRITING
The Bondsare being purchased, subject to certain conditions,by Mesirow Financial, Inc. (the “Underwriter”),at a
purchase price of $7,367,975.00, which is the par amount of the Bondsof $7,405,000.00less the Underwriter’s
discount of $37,025.00.
The Underwriterintendsto offer the Bondsto the public at the offering prices set forth on the inside cover page of
this Official Statement. The Underwriter may allow concessions to certain dealers (including dealers in a selling
group of the Underwriter and other dealers depositing the Bonds into investment trusts), who may re-allow
concessions to other dealers. After the initial public offering, the public offering price may be varied from time to
time by the Underwriter.
FINANCIAL ADVISOR
H.J. Umbaugh & Associates, Certified Public Accountants, LLP(the “Financial Advisor”or “Umbaugh”) has been
retained by the Bond Bank and the Qualified Entityto 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 Bond Bank and the Qualified Entityand 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 feesarise solely as Financial Advisor to the Bond Bank and the
Qualified Entityand they have no secondary obligations or other responsibility.However, Umbaugh is preparing the
Bond Bank Cash Flow Sufficiency Report for the Bondsandthe Lease Sufficiency Report related to the Qualified
Obligation. The Financial Advisor’s fees are expected to be paid from proceeds of the Bonds and the Qualified
Obligation.
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.
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The offer and sale of theBondsshall 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 legislation enacted after the date of the Bondsor proposed for consideration will have an
adverse effect on payment or timing of payment or other matters impacting the Bondsor the Qualified Obligation.
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 Efor 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 theBonds.
LITIGATION
There is no litigation pending, or, to the knowledge of the officers for the Bond Bank,threatened, against the Bond
Bankor the Qualified Entity,which in any way questions or affects the validity of the Bondsor the Qualified
Obligation, or any proceedings or transactions relating to the issuance, sale or delivery thereof.
The officers and counsel for the Bond Bank and the Qualified Entitywill certify at the time of delivery of the Bonds
and the Qualified Obligationthat there is no litigation pending or in any way threatened questioning the validity of
the Bonds or the Qualified Obligation, or any of the proceedings had relating to the authorization, issuance and sale
of the Bondsorthe Qualified Obligationthat would result in a material adverse impact on the financial condition of
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the Bond Bank or the Qualified Entityor the ability of the Bond Bank or the Qualified Entityto pay debt service on
the Bonds or the Qualified Obligation, 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
Entity, whose approving opinion willbe 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
AppendixEof this Official Statement.
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 Underwriterby its
counsel, Hall, Render, Killian, Heath & Lyman, P.C.,Indianapolis,Indiana.
Barnes & Thornburg LLP, Indianapolis, Indiana, serves as bond counsel to the Qualified Entityin connection with
the issuance, execution and delivery of the Qualified Obligationand will be passing on certain legal matters in
connection therewith. Issuance of the Qualified Obligationand sale of the Qualified Obligationto 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
powers of the State and the United States of America and bankruptcy, reorganization, insolvency or other similar
laws affecting the rights of creditors generally, and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Those exceptions would encompass any exercise of
federal, State or local police powers (including the police powers of the City, the Countyand the State), in a manner
consistent with the public health and welfare. The enforceability of the Bond Bank Indenture, in a situation where
such enforcement may adversely affect the public health and welfare, may be subject tothose police powers.
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APPENDIX A
TABLE OF CONTENTS
Page(s)
City of Carmel
General Physical and Demographic Information
Locationand General Characteristics.............................................................................................................A-1
Governmental Structure.................................................................................................................................A-2
Planning and Zoning......................................................................................................................................A-2
Education.......................................................................................................................................................A-2
Pension Obligations.............................................................................................................................A-3-A-4
Other Post-Employment Benefits (OPEB).....................................................................................................A-4
GeneralEconomic and Financial Information
Commerce and Industry.......................................................................................................................A-4-A-6
Large Employers............................................................................................................................................A-7
Employment...................................................................................................................................................A-8
Housing Sales.................................................................................................................................................A-8
Building Permits.............................................................................................................................................A-8
Population......................................................................................................................................................A-9
Age Statistics..................................................................................................................................................A-9
Educational Attainment..................................................................................................................................A-9
Miscellaneous Economic Information..........................................................................................................A-10
Schedule of Indebtedness.................................................................................................................A-11-A-12
Debt Ratios...................................................................................................................................................A-13
Schedule of Historical Net Assessed Valuation...........................................................................................A-14
Detail ofNet Assessed Valuation.................................................................................................................A-15
Comparative Schedule of Certified Tax Rates.............................................................................................A-16
Property Taxes Levied and Collected...........................................................................................................A-17
Large Taxpayers...........................................................................................................................................A-18
Statement of Receipts, Disbursements, and Cash and Investment Balances -Regulatory Basis.....A-19-A-20
Statement of Receipts and Disbursements.......................................................................................A-21-A-24
Detail of General Fund Receipts and Disbursements.......................................................................A-25-A-26
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CITY OF CARMEL
GENERAL PHYSICAL AND DEMOGRAPHIC INFORMATION
L OCATIONAND G ENERAL C HARACTERISTICS
The City of Carmel(the “City”)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 Cityand 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 Indianaduring the 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 three best place to live in America for cities with a
population of 50,000 to 300,000 by Money Magazine in 2012 and 2014, respectively.In 2017, the City was ranked
as the number one best place to live in America by Niche.com.The proximity of the Cityto Indianapolis provides
increased employmentand higher education opportunities for local residents.
The City’s proximity to Indianapolisalsoprovides Cityresidents 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 the Cityhas 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 Cityrecreational feature is the Monon Greenway, a 5-mile paved trail built on an
old rail corridor, which extends through the center of Carmeland 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 TheBooth Tarkington Civic
Theatre and the Carmel Symphony Orchestra.
The Carmel Arts and Design District, located in the heart of Old Town Carmel, is comprised of galleries, eateries,
boutiques, gift and interior design shops, antique stores,and other retail establishments geared toward the arts.It is
also home to the Indiana Design Center, a premier destination for design in the Midwest.
The Carmel Clay Public Library serves residents of the City.The library provides students, teachers and residents of
the City access to books, other resource materialsand programslocated in the libraryas well as a new mobile library
service. The library is consistently ranked in the top ten libraries in the country by Hennen's American Public
Library Ratings ("HAPLR"). The present 116,000 square foot facility provides state-of-the-art technology, group
study rooms and two technology centers.
A-1
G OVERNMENTAL S TRUCTURE
The City is governed by a seven-member City Council, with each member elected to a four-year term. The Mayor
serves as the chief executive of the City and serves a four-year term. The Clerk-Treasurer, also elected to a four-year
term, is responsible for the financial records of the City. Additional City departments include the following:
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 573full-timeand70part-time employees with union representation as
follows:
UnionNumber ofContract
Union NameRepresentationMembersExpiration Date
Carmel Professional Firefighters IAFF #4444Firefighters12812/31/18
Fraternal Order of PolicePolice10412/31/18
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 in November of
2019, taking office January 1, 2020, and creating a nine-member City Council. One Councilor will beelected from a
newly created district and one will be elected at-large. In addition, a new City Controller will be appointed by the
Mayor and will assume the role of fiscal officer for the City with responsibility for the financial records of the City,
replacing the current Clerk-Treasurer position. A new City Clerk will be elected at that time and 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 Schools servesthe 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 2016-
2017enrollment for the School Corporation at 15,942students, with approximately 1,109certified and 1,301non-
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.
A-2
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
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 anannuity 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 interestcredited 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 byState 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 publiclyavailable financial report that includes financial
statements and required supplementary information of the plan.
A-3
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.
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
hired on or before October 2, 2016, who retire with at least twenty (20) years of service. Such benefits are self-
funded by the City and administeredby a third party. Post-employment health care benefits are not offered to
employees hired on or after October 3, 2016. 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 2024, is approximately $4,072,080.
For civilian employees, all paid time off (PTO) and (non-exempt) compensatory time are paid at the time of
termination. Time in the sick leave bank is not paid out. For sworn police and fire officers, vacation is paid out, but
not sick leave.
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 income in the State of Indiana.
A-4
The newest or expanded businesses in the Cityinclude 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.
In April 2017, Mitsch Design, a commercial interior architectural design firm, announced plans to expand its
headquarters in the City. The company will invest $2.4 million and expects to triple its office space and create up to
43 new jobs by 2021. GadellNet, a provider of information technology services and solutions for small businesses,
plans to expand in City and create up to 30 new jobs by 2022.
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 Health Carmel (formerly Franciscan St. Francis Health).
In 2017, along the Meridian Corporate Corridor, there are a few key projects under construction valued at more than
$30 million in private investments. These include a new Blue Horseshoe Solutions corporate headquarters building
on the east side of Meridian at City Center Drive that will open in the fall of 2017, a new Encore Sotheby’s
corporate headquarters a half block to the east on Old Meridian Street and a new Liberty Fund headquarters north of
th
Street on the east side of Meridian.
111
One of the City’s largest employers is CNO Financial Group, Inc. It is 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.
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 expectedto remain steady in the upcoming year.
Midcontinent Independent Transmission System Operator, Inc. (MISO) located its corporate headquarters in the
City in 2002, constructed a second building in 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 850 according
to company personnel.
Several other established major employers in the City include GEICO with more than 1,250employees; Resort
Condominium Intl. (RCI), a resort hotel exchange network, with 1,125employees per Invest Hamilton County; The
Capital Group, a financial services management company, with approximately 975employees; Next Gear Capital
with 694employees; KAR Auction with 906employees; 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 450employees in the City.
In 1998, the City and its Redevelopment Commission began an aggressive effort to redevelop and revitalize the
center of the City, including the historic downtown, into a culturaland 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 ofthis 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.
A-5
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.
In April 2017, MJ Insurance announced it will move its corporate headquarters to Midtown in the summer of 2018.
TheCity 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 seven
buildings, located along a very heavily traveled roadway.The project includes apartments,offices and retail spaces.
The City announced a $20 million plan to expand the Monon Greenway, a popular trail that runs through the center
of the City. Plans include green spaces, more trees, arts plazas, community benches, kiosks, a spray plaza, bocce ball
court, and connections to popular destinations.
In April 2017, the City announcedplans to spend $13.4 million to transform a major road, Range Line Road, into a
pedestrian friendly, tree-lined roundabout corridor through its downtown. The City is planning to add protected bike
lanes and multi-use paths and build pedestrian crosswalks with signals at various points along the road.
Due to substantial growth in the area, the City saw the need to redesign Keystone Parkway. The City took State
Road 431 over from the State and transformed it into free-flowing Keystone Parkway. The Cityreceived $90 million
from the State for reconstruction. The unique and award-winning design with double roundabout interchanges
allows traffic to travel more easily through this previously congested thoroughfare.
Construction was recently completed on the major upgrade of13 miles of existing highway on US 31 between I-465
in Indianapolis to SR 38 north of the City. The US 31 reconstruction 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-6
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 education2,410(1)
CNO Financial Group, Inc., formerly1979Life insurance holding company1,700
Conseco, Inc.
GEICO2013Auto insurance company1,250(2)
Liberty Mutual Insurance1912Insurance company1,200
Resort Condominium Intl. (RCI)1974Vacation exchange network and services1,125(2)
I.U. Health North Hospital, formerly2005Acute healthcare facility1,080
Clarian North Medical Center
The Capital Group2007Financial services975(2)
KAR Auction2006Automotive remarketing services906
Midcontinent Independent2002Electric power grid management850
System Operator, Inc. (MISO)
St. Vincent Carmel Hospital1985Acute healthcare facility800
(1) Per the School Corporation, includes 1,109 certified and 1,301 non-certified staff.
(2) Per Invest Hamilton County.
A-7
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
20163.2%4.4%172,142
2017, Mar.2.9%3.8%171,336
Source: Indiana Business Research Center. Data collected as of April 24, 2017.
HOUSING SALES
Provided below is a summary of housing sales for the City of Carmel and Hamilton County.
Average
Median AverageMedianAverageDays on
YearSoldSalesSalesSP/LP %SP/LP %Market
City of Carmel
20141,567$287,000$342,06191.14%83.66%66
20151,603$295,000$349,60787.02%84.33%69
20161,666$306,500$364,42491.52%86.74%64
Hamilton County
20145,736$209,900$262,13793.29%86.73%66
20155,981$219,900$272,05792.05%89.70%62
20166,114$225,000$280,21390.36%88.10%59
Source: MIBOR Realtor Association
BUILDING PERMITS
Providedbelowisasummaryofthenumberofbuildingpermitsandestimatedconstructioncostsforthe
City.
SingleTwoMulti-
YearFamilyFamilyFamilyCommercialInstitutionTotal
201238071710414
2013437412166475
2014371255164448
2015276083233385
201642801161446
Source: Carmel Department of Community Services
A-8
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%
2015, Est.
88,713 12.02%309,172 12.60%
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
79,191 274,569
Totals
Source: U.S. Census Bureau's 2010 Census
EDUCATIONAL ATTAINMENT
Persons 25 and Over
Years of
Hamilton
School Completed (1)
City of CarmelCounty
Less than 9th grade0.7%1.1%
9th to 12th grade, no diploma1.3%2.8%
High school graduate10.0%15.9%
Some college, no degree14.0%17.8%
Associate's degree4.5%6.6%
Bachelor's degree39.0%35.5%
Graduate or professional degree30.4%20.3%
(1) Represents the highest level of education achieved.
Source: U.S. Census Bureau's 2011-2015 American Community Survey 5-Year Estimates
A-9
MISCELLANEOUS ECONOMIC INFORMATION
Hamilton
City of CarmelCountyIndiana
Per capita income, past 12 months*$53,244$41,316$25,346
Median household income, past 12 months*$106,433$86,222$49,255
Average weekly earnings in manufacturing
(3rd qtr. of 2016)N/A$1,195$1,122
Land area in square miles - 201047.46394.2735,826.11
Population per land square mile - 20101,668.6696.4181.0
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 2015 inflation-adjusted dollars – 5-year estimates
**Based on 2010 Population.
Source: Bureau of Census Reports and the Indiana Business Research Center. Data collected as of April 21, 2017.
Distribution
Employment and Earnings -Percent ofof
Hamilton County 2015EarningsEarningsLabor ForceLabor Force
(In 1,000s)
Services$4,290,31440.86%86,99545.83%
Finance, insurance and real estate1,987,57618.93%34,05017.94%
Wholesale and retail trade1,576,30015.01%28,97015.27%
Government790,4547.53%14,1437.45%
Construction620,7105.91%9,9765.26%
Manufacturing508,6774.84%6,8363.60%
Information263,8792.51%3,7461.97%
Utilities169,3301.61%1,0690.56%
Forestry, fishing, related activities156,5981.49%3370.18%
Transportation and warehousing115,7031.10%2,4561.29%
Mining18,3970.18%5290.28%
Farming2,6420.03%6960.37%
Totals$10,500,580100.00%189,803100.00%
Source: Bureau of Economic Analysis and the Indiana Business Research Center. Data collected as of April 21, 2017.
Hamilton
County
Adjusted Gross IncomeYearTotal
2011$11,073,245,976
201212,238,309,412
201312,520,802,461
201413,655,325,113
201514,556,129,719
Source: Indiana Department of Revenue
A-10
SCHEDULE OF INDEBTEDNESS
ThefollowingscheduleshowstheoutstandingindebtednessoftheCityandthetaxingunitswithinandoverlappingitsjurisdictionasofandfollowinganyMay1,2017
payments, including issuance of the Bonds and the Qualified Obligation, 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 2017A$7,405,00001/15/42
- Qualified Obligation:
Carmel Redevelopment Authority
Taxable Lease Rental Bonds, Series 2017A7,405,00001/15/42$7,405,000(1)
Taxable Special Program Bonds, Series 201629,720,00001/15/41
- Qualified Obligations:
Carmel Redevelopment District
Taxable Redevelopment District Bonds of 201618,830,00001/15/4118,830,000(1)
Carmel Redevelopment Authority
Taxable Lease Rental Bonds, Series 2016D10,890,00001/15/4110,890,000(1)
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 201630,720,00001/15/3629,330,000
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)15,164,00007/15/3515,034,000(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 9,380,00001/01/182,545,000
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)69,245,00002/01/2555,160,000(1)
Lease Rental Revenue Refunding Bonds of 2011 25,190,00002/01/2416,495,000
County Option Income Tax Lease Rental Revenue Bonds of 201025,675,00001/01/3124,475,000
Lease Rental Revenue Bonds of 2005 (Performing Arts Center)
Capital Appreciation Bonds54,745,000(2)02/01/2635,151,725(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 20117,180,00012/15/224,255,000
Taxable County Option Income Tax Revenue Refunding Bonds, Series 20068,785,00012/15/181,795,000
Capital Leases02/15/267,033,725(4)
Sub total620,975,450
(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 May 1, 2017.
(4) As of February 19, 2017, per the Clerk-Treasurer's office.
(Continued on next page)
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SCHEDULE OF INDEBTEDNESS
(Cont'd)
OriginalFinalOutstanding
Par AmountMaturityAmount
Carmel Redevelopment District (Tax Increment revenues only)
Installment Purchase Contract - 2017 - Monon & Main$3,964,00008/01/37$3,964,000
Economic Development Revenue Bonds, Series 2017
(Edward Rose Development Carmel, L.L.C. Project)11,500,00001/15/426,936,084(1)
Economic Development Revenue Bonds, Series 2015 (KG Main LLC Project)3,825,00002/01/42(2)0(2)
Taxable Economic Development Revenue Bonds, Series 2013 (Legacy) 4,500,00001/15/354,246,848(3) (4)
Restated Installment Purchase Agreements of 2013 (Secondary Number One) 4,500,00007/15/342,333,293
Senior Economic Development Revenue Bonds, Series 2011A
(Arts District Lofts & Shoppes)9,630,00008/01/318,225,000
Subordinate Economic Development Revenue Bonds, Series 2011B
(Arts District Lofts & Shoppes)3,370,00002/01/353,132,846(3)
Taxable Economic Development Revenue Bonds, Series 2011 (Indiana Spine Group)751,50002/01/31676,200(4)
Taxable Economic Development Revenue Bonds, Series 2011 (116th Street Centre)2,050,00002/01/361,886,381(4)
Taxable Economic Development Revenue Bonds, Series 2006B
(Buckingham Gramercy)20,000,00002/01/27148,107
(5)
Taxable Tax Increment Revenue Bonds, Series 2004A (Clarian Hospital)9,500,00001/15/245,050,000(4)
Sub total36,598,759
Total Tax Supported Debt657,574,209(6)
Self-Supporting Revenue Debt
The City of Carmel Local Public Improvement Bond Bank
Special Program Bonds, Series 2016$53,735,00006/01/28$53,735,000
Sewage Works Revenue Bonds of 2012
11,040,00005/01/329,185,000
Sewage Works Revenue Bonds of 2009 (SRF)5,894,00005/01/303,782,090
Sewage Works Revenue Bonds of 2005 (Amended)
10,381,00005/01/265,585,000
Junior Waterworks Revenue Bonds of 201221,625,00005/01/3617,920,000
Indiana Bond Bank Special Program Bonds, Series 2008B
Capital Appreciation Bonds76,240,000(7)06/01/3433,383,567(8)
IWC Lines20,233,74712/31/2512,510,684(9)
2013 Sewage Capital Lease394,74402/19/1881,734(10)
Total Self-Supporting Revenue Debt136,183,075
Total Direct Debt$793,757,284
(1)The bonds were issued as draw bonds. The amount represents the amount of principal drawn down and outstanding as of May 1, 2017.
(2)Thebondswereissuedasdrawbonds.TheamountrepresentstheamountofprincipaldrawndownandoutstandingasofApril24,2017.Assumesprincipalis
drawn down prior to February 1, 2018.
(3)The bonds were issued as draw bonds. The amount represents the amount of principal drawn down and outstanding as of April 27, 2017.
(4) ThebondsarepayablefromTaxIncrementfromaspecificallocationareaanddeveloperorcompanypaymentstotheextentthattheTaxIncrementisinsufficient
to pay the debt service.
(5)The bonds were issued as draw bonds. The amount represents the amount of principal drawn down and outstanding as of April 25, 2017.
(6)TheCityofCarmelhaspledgedupto$650,000ofannualCountyOptionIncomeTaxasadditionalback-upsecuritytotheHamiltonCountyRedevelopment
DistrictTaxIncrementRefundingRevenueBondsof2015,whicharepayablefromTaxIncrementfromtheThomsonEconomicDevelopmentArea.TheCityof
Carmelhaspledgedupto$465,000ofannualCOITasadditionalback-upsecuritytotheHamiltonCountyRedevelopmentAuthorityEconomicDevelopment
Lease Rental Bonds of 2011, which are payable from Tax Increment from the 96th Street - U.S. 421 Economic Development Area.
(7)Capital Appreciation Bonds. The amount represents the value at maturity. The original issue amount was $20,547,740.20.
(8)Amount represents the accreted value as of May 1, 2017.
(9)The City is currently considering refunding the remaining balance on the IWC Lines obligation.
(10)As of February 19, 2017, per the Clerk-Treasurer's office.
PercentAmount
Allocable toAllocable to
Overlapping DebtTotal DebtCity (1)City
Tax Supported Debt
Hamilton County$141,880,00034.91%$49,530,308
Hamilton County Redevelopment District (Tax Increment revenues only)
10,330,0000.00%0
Carmel Clay Schools131,900,00097.13%128,114,470
Carmel Clay Public Library
5,605,00097.13%5,444,137
Clay Township37,380,00097.13%36,307,194
Total Tax Supported Debt$219,396,109
(1) Based upon the 2016 payable 2017 net assessed valuation of the respective taxing units.
Inaddition,theCityanticipatesissuingin2017additionalleaserentalbondsinmultipleseriespayablefromLocalIncomeTaxandTaxIncrement,
Note:
backed by a Special Benefits Tax.
TheBoardofDirectorsoftheDepartmentofStormWaterManagementhasapprovedandtheCityanticipatesafutureissuanceofCityofCarmel
Storm Water Revenue Bonds, payable solely from a direct pledge of the Storm Water Revenues.
TheCityhasapprovedtheissuanceofseveralbondissuesorinstallmentcontractsinconnectionwithproposedprivatedevelopments,whichbonds
willberepaidprimarilyfromdevelopment-specificTaxIncrementalongwithdeveloperguaranteesforthefollowingprojects:MidtownWest,
Proscenium,LegacyPhase2,Meridian&Main,Gramercy,SpineGroupexpansionandSunrise.Someofthesebondissuescouldbeadditionally
secured with the Redevelopment Special Benefits Tax.
Additionally,certaindevelopershaverecentlyproposedprivatedevelopments(inthefinancingfeasibilitystage)forwhichitislikelythatbondswill
be issued in the next year or two, which will be repaid from development-specific Tax Increment and secured by the developer.
Theschedulepresentedaboveisbasedoninformationfurnishedbytheobligorsorothersourcesandisdeemedreliable.TheCitymakesnorepresentationorwarrantyas
to its accuracy or completeness.
A-12
DEBT RATIOS
Thefollowingpresentstheratiosrelativetothetaxsupportedindebtednessofthetaxingunitswithinandoverlapping
the City as of and following any May 1, 2017 payments, including issuance of the Bonds.
Allocable Portion
of All OtherTotal Direct and
Direct TaxOverlapping TaxOverlapping Tax
Supported DebtSupported DebtSupported Debt
$620,975,450$219,396,109$840,371,559
Per capita (1)$6,999.82$2,473.10$9,472.92
Percent of net assessed valuation (2)8.94%3.16%12.09%
Percent of gross assessed valuation (3)4.84%1.71%6.56%
(1)According to the U.S. Census Bureau, the estimated 2015 population of the City is 88,713.
(2)ThenetassessedvaluationoftheCityfortaxespayablein2017is$6,948,371,891accordingtotheHamilton
County Auditor's office.
(3)ThegrossassessedvaluationoftheCityfortaxespayablein2017is$12,817,463,793accordingtotheHamilton
County Auditor's office.
A-13
SCHEDULE OF HISTORICAL NET ASSESSED VALUATION
(As Provided by the Hamilton County Auditor's Office)
Year PersonalTotal
PayableReal EstateUtilitiesPropertyTaxable Value
2013(1)$5,784,125,974$39,341,620$367,158,221$6,190,625,815
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
20176,511,999,27642,104,790394,267,8256,948,371,891
(1)Representsresultsofgeneralreassessment.Changesinassessedvaluesofrealpropertyoccurperiodicallyasaresultof
generalreassessmentsscheduledbytheStatelegislature,aswellaswhenchangesoccurinthepropertyvalueduetonew
constructionordemolitionofimprovements.BeforeJuly1,2013andbeforeMay1ofeveryfourthyearthereafter,county
assessorswillprepareandsubmittotheDepartmentofLocalGovernmentFinance("DLGF")areassessmentplanforeach
county.TheDLGFmustcompleteitsreviewandapprovalofthereassessmentplanbeforeMarch1,2015andJanuary1
ofeachsubsequentyearthatfollowsayearinwhichthereassessmentplanissubmittedbythecounty.Thereassessment
planmustdivideallparcelsofrealpropertyinthecountyintofour(4)differentgroupsofparcels.Eachgroupofparcels
mustcontainapproximatelytwenty-fivepercent(25%)oftheparcelswithineachclassofrealpropertyinthecounty.All
realpropertyineachgroupofparcelsshallbereassessedunderthecounty'sreassessmentplanonceduringeachfour(4)
yearcycle.ThereassessmentofagroupofparcelsshallbeginonMay1ofayearandshallbecompletedonorbefore
January1oftheyearaftertheyearinwhichthereassessmentofthegroupofparcelsbegins.Acountymaysubmita
reassessmentplanthatprovidesforreassessingmorethantwenty-five(25%)ofallparcelsofrealpropertyinaparticular
year,andtheplanmayprovideallparcelsaretobereassessedinone(1)yearprovidedthattheplancoversafour(4)year
period and all real property in each group of parcels is reassessed once during each reassessment cycle.
NOTE:Netassessedvaluationsrepresenttheassessedvaluelesscertaindeductionsformortgages,veterans,theagedandthe
blind, as well as tax-exempt property.
RealpropertyisvaluedforassessmentpurposesatitstruetaxvalueasdefinedintheRealPropertyAssessmentRule,50
IAC2.4,the2011RealPropertyAssessmentManual("Manual"),asincorporatedinto50IAC2.4,andthe2011Real
PropertyAssessmentGuidelines("Guidelines"),asadoptedbytheDLGF.Inthecaseofagriculturalland,truetaxvalueis
thevaluedeterminedinaccordancewiththeGuidelinesadoptedbytheDLGFandIC6-1.1-4-13.Inthecaseofallother
realproperty,truetaxvalueisdefinedas"themarketvalue-in-useofapropertyforitscurrentuse,asreflectedbythe
utility received by the owner or by a similar user, from the property."
P.L.180-2016revisesthefactorsusedtocalculatetheassessedvalueofagriculturalland.Thislegislationisretroactiveto
theJanuary1,2016assessmentdateandappliestoeachassessmentdatethereafter.Therevisedfactorsenactedinthe
legislation may reduce the total assessed value of agricultural land, which could shift property tax liability from agricultural
propertyownerstootherpropertyowners.Inaddition,thereductionintheassessedvalueofagriculturallandmayresult
inareductionofthetotalassessedvalueofaCity.LowerassessedvaluesofaCitymayresultinhighertaxratesinorder
for a City to receive its approved property tax levy.
Realpropertyassessmentsareannuallyadjustedtomarketvaluebasedonsalesdata.Theprocessofadjustingreal
property assessments to reflect market values has been termed "trending" by the DLGF.
TheManualpermitsassessingofficialsineachcountytochooseanyacceptablemassappraisalmethodtodeterminetrue
taxvalue,takingintoconsiderationtheeaseofadministrationandtheuniformityoftheassessmentsproducedbythat
method.TheGuidelineswereadoptedtoprovideassessingofficialswithanacceptableappraisalmethod,althoughthe
Manualmakesitclearthatassessingofficialsarefreetoselectfromanynumberofappraisalmethods,providedthatthey
produceaccurateanduniformvaluesthroughoutthejurisdictionandacrossallclassesofproperty.TheManualspecifies
thestandardsforaccuracyandvalidationthattheDLGFusestodeterminetheacceptabilityofanyalternativeappraisal
method.
A-14
DETAIL OF NET ASSESSED VALUATION
Assessed 2016 for Taxes Payable in 2017
(As Provided by the Hamilton County Auditor's Office)
City of Carmel -Carmel -
CarmelCounty TIFWashington Twp.Total
(1)
Gross Value of Land$3,217,541,500$61,640,100$5,187,600$3,284,369,200
Gross Value of Improvements8,798,937,100172,972,50025,153,9008,997,063,500
Total Gross Value of Real Estate12,016,478,600234,612,60030,341,50012,281,432,700
Less:Mortgage Exemptions, Veterans, Blind
Age 65 & Other Exemptions(3,709,126,538)(3,656,490)(3,712,783,028)
Tax Exempt Property(269,577,305)(30,605,368)(300,182,673)
TIF(1,563,132,641)(193,335,082)(1,756,467,723)
Net Assessed Value of Real Estate6,474,642,1167,015,66030,341,5006,511,999,276
Business Personal Property493,776,663149,640493,926,303
Less:Deductions(99,658,478)(99,658,478)
Net Assessed Value of Personal
Property394,118,1850149,640394,267,825
Net Assessed Value of Utility Property41,925,780108,02070,99042,104,790
Total Net Assessed Value$6,910,686,081$7,123,680$30,562,130$6,948,371,891
(1) County TIF Areas were established prior to City annexation.
A-15
COMPARATIVE SCHEDULE OF CERTIFIED TAX RATES
Per $100 of Net Assessed Valuation
Year Taxes Payable
20132014201520162017
Detail of Certified Tax Rate:
General$0.5459$0.5381$0.5088$0.5745$0.5741
Debt Service0.0195
M.V.H.0.12680.12490.16430.17010.1027
Cumulative Capital Dev.0.02800.02760.02760.04860.0492
Lease Rental Payment
Redevelopment Bond0.01010.04240.0440
Totals$0.7007$0.7007$0.7007$0.8356$0.7895
Total District Certified Tax Rate (1)
City of Carmel$2.0251$2.0053$1.9569$2.0706$2.0486
City of Carmel - TIF (2)$1.8651$1.8453$1.7969$1.9106$1.8886
Carmel County TIF (3)$2.0251$2.0053$1.9569$2.0706$2.0486
Carmel - Washington Twp.$2.9530$2.9892$2.9739$2.9063$2.8341
Carmel - Abated (4)$1.6755$1.8302
(1)Includes certified tax rates of overlapping taxing units.
Perrecentlegislation,theadditionalpropertytaxesfornewdebtoroperatingleviesapprovedafter
(2)
April30,2010imposedbyavoterreferendum,willnotbeincludedinTaxIncrementcalculations.
Beginningwithtaxpayableyear2012andthereafter,thetaxratewasreducedtoexcludetheCarmel
Schools additional operating levy approved by referendum on May 4, 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-16
PROPERTY TAXES LEVIED AND COLLECTED
Certified
Taxes Levied
CertifiedNet ofCollected asCollected as
CollectionTaxesCircuit BreakerCircuit BreakerTaxesPercent ofPercent of
YearLeviedTax CreditTax CreditCollectedGross LevyNet Levy
(1)
2012(2)$37,550,513($270,161)$37,280,352$37,327,96199.41%100.13%
2013(2)38,702,694(1,119,257)37,583,43738,079,63298.39%101.32%
2014(2)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%
201655,990,426(2,917,489)53,072,93752,635,60094.01%99.18%
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.
(2)BasedonAbstractlevyduetoadjustmentmadeforthephase-inannexationofClayTownshippertheHamiltonCounty
Auditor's office.
IndianaCode6-1.1-20.6(the"Statute")providestaxpayerswithataxcreditforallpropertytaxesinanamountthatexceeds
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;and
propertytaxesforallotherrealandpersonalpropertyarelimitedto3.0%ofgrossassessedvalue.Additionalpropertytax
limitshavebeenmadeavailabletocertainseniorcitizens.Schoolcorporationsareauthorizedtoimposeareferendumtax
levytoreplacepropertytaxrevenuethattheschoolcorporationwillnotreceiveduetotheCircuitBreakerTaxCredit.
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
taxesofthepoliticalsubdivisioninthosetaxingdistrictsinwhichtheCircuitBreakerTaxCreditcausedareductionin
protected taxes. The tax revenue and each fund of any other political subdivisions must not be affected by the reduction.
A-17
LARGE TAXPAYERS
The following is a list of the ten largest taxpayers located within the City.
Percent of
2016/2017Total
Net AssessedNet Assessed
NameType of BusinessValuation (1)Valuation (2)
Clarian Health North LLCHealth care facilities/medical $167,979,5602.42%
office buildings
Parkwood Crossing (previously ownedOffice buildings127,099,4001.83%
by Duke Realty)
JC Hart Co., Inc./Legacy Towns and FlatsApartments101,599,8101.46%
II LLC/North Haven Apartments LLC/
One One Six College Apartments LLC/
Highpointe LLC
Clay Terrace Partners, LLCOutdoor mall81,811,9301.18%
Pedcor Office LLC/CCC Residences/IndianaApartments/office buildings78,249,8851.13%
Design Center/Westclay Associates LLC
Buckingham Companies/Providence HUDApartments76,990,1901.11%
LLC/Mohawk WB LLC/Buckingham
Fountains LLC/Gramercy
Carmel Indy Holdings LLCOffice buildings52,436,8000.75%
Washington National Life InsuranceLife insurance holding 51,862,0500.75%
Co., formerly Bankers Nationalcompany
Life Insurance
Hamilton Crossing Indianapolis Realty LPOffice building51,241,5000.74%
(previously owned by Duke Realty)
Carmel Lofts LLC/KG Main LLCMixed use, retail and apartments49,285,3300.71%
Totals$838,556,45512.08%
(1)
Locatedinataxincrementallocationarea;therefore,alloraportionofthetaxesarecapturedasTIFandnot
distributed to individual taxing units.
(2)
ThetotalnetassessedvaluationoftheCityis$6,948,371,891fortaxespayablein2017,accordingtotheHamilton
County Auditor's office.
Source:CountyAuditor'sofficeandtheDLGF.IndividualparceldataissubmittedbytheCountyAuditortotheDLGFonce
a year for preparation of the county abstract.
A-18
Note:ThefollowingfinancialstatementsonpagesA-19-A-20areexcerptsfromtheCity's2014examinationreportoftheIndiana
StateBoardofAccounts.Consequently,theseschedulesdonotincludealldisclosuresrequiredbygenerallyaccepted
accountingprinciples.Acompleteexaminationwillbefurnisheduponrequest.Currentreportsareavailableat
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, 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-19
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
Subtotals 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-20
ThefollowingschedulesonpageA-21-A-26containlimitedandunauditedfinancialinformationwhichispresentedsolelyforthe
purposeofconveyingastatementofcashandinvestmentbalancesfortheCity.Consequently,theseschedulesdonotincludeall
disclosuresrequiredbygenerallyacceptedaccountingprinciples.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-21
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-22
CITY OF CARMEL
STATEMENT OF RECEIPTS AND DISBURSEMENTS
(Unaudited)
BeginningEnding
BalanceBalance
1/1/2016ReceiptsDisbursements12/31/2016
General$4,847,952$79,176,060$82,384,412$1,639,600
Carmel City Court155,9471,861,7091,856,320161,336
Payroll Fund183,23952,532,73852,577,906138,071
Ambulance Fund516,9591,331,5341,350,305498,188
Parks Capital459,7321,47729,160432,049
Park Impact Fee Fund3,827,885910,690512,0814,226,494
Hazardous Material Response Fund13,21511,22224,437
Parks Program Fund2,590,6344,057,1963,690,0072,957,823
Parks Monon Fund2,427,5215,688,4235,449,3052,666,639
Parks Facilities Fund11,11379,43632,72857,821
Motor Vehicle Highway3,728,45215,308,33514,429,8284,606,959
Local Road And Street668,3321,225,157792,5401,100,950
Cumulative Capital Improvement183,885201,942154,228231,599
Capital Lease Fund01,280,7531,264,53016,222
Cumulative Capital Sewer286,037160286,197
Deferral Fund536,24529,639199,706366,178
User Fee Fund161,679119,400105,772175,308
Cumulative Captial Development316,0303,357,2593,396,811276,478
Illinois St Construction Fund953,6261,620768,550186,696
Barrett Law Fund66
Barrett Law Surplus166,099270166,369
MIHP Fund33,00812,18719,83425,361
Health Insurance Fund2,476,34513,383,67812,309,9013,550,123
Workers Comp Fund208,356448,295335,580321,071
Lease Rental Fund3,85033,853
2004 Road Bond Fund4,3763,069,2042,914,500159,080
Old Town/126Th Street4590460
Dnr/Tree City62,8313562,866
Clerk's Record Perpetuation150,41543,74413,666180,493
Court Interperter Fund6060
Support For The Arts19,134900,000900,00019,134
Public Defenders Fund3,4302,4195,848
JUDICIAL SALARY FEES198,13441,03450,513188,656
Police Pension Fund147,848546,629546,008148,470
Fire Pension Fund39,468558,387567,48130,375
Fire Gift Fund24,67542,46837,55929,584
Police Gift24,70026,35827,70823,350
Parks Gift Fund45,5345,09518,04532,584
Community Relations Gift Fund81,993446,351404,458123,886
Subtotals$25,559,203$186,700,908$187,139,439$25,120,673
(Continued on next page)
A-23
CITY OF CARMEL
(Cont'd)
STATEMENT OF RECEIPTS AND DISBURSEMENTS
(Unaudited)
BeginningEnding
BalanceBalance
1/1/2016ReceiptsDisbursements12/31/2016
Subtotals Carried Forward$25,559,203$186,700,908$187,139,439$25,120,673
Grant Fund(246,209)567,141342,268(21,336)
Redevelopment Commission2,530,25533,247,64428,239,1977,538,702
Economic Fund48,5382748,565
Housing Authority58,8323358,865
Drug Task Force578,521380,715249,408709,829
Rainy Day8,420,32215,378,84823,799,171
Throughfare Fund513,898250,374764,272
Keystone Ave Fund188,515329113,80075,044
Levy Excess Fund00
Wastewater Bond & Interest At Bony2,767,6301,809,6181,800,7062,776,543
Sewage Works Revenue Bonds110
Sewer Operating280,9099,738,4319,932,60586,735
Sewer Depreciating0369,507369,5070
Sewer Connection Fund204,472383,838568,82519,486
Sewer Availability Fund69549,80442,0518,448
Water Operating(3,500,078)30,284,20529,636,553(2,852,427)
Hydrant Meter Deposit Fund42,6002,36162144,340
Water Depreciation0285,623285,6220
Water Bond & Interest1,381,14794,0036621,474,488
Water Sinking Fund595,566,8425,563,8633,038
Water Connection2,609,0572,028,3073,128,5651,508,799
Water Availability(1,986,530)252,729209,013(1,942,814)
Non Reverting Storm Water2,109,2033,119,9571,982,6503,246,510
Totals$41,561,042$290,511,244$269,605,356$62,466,930
A-24
CITY OF CARMEL
DETAIL OF GENERAL FUND RECEIPTS AND DISBURSEMENTS
(Unaudited)
Receipts:
Taxes and Intergovernmental:
General Property Taxes$36,100,175
County Option Income Tax (COIT)30,151,095
Food and Beverage Tax1,933,453
ABC Excise Tax Distribution19,932
Casino/Riverboat Distribution469,104
Cigarette Tax Distribution55,046
Financial Institution Tax Distribution16,410
Vehicle/Aircraft Excise Tax Distribution3,566,915
Commercial Vehicle Excise Tax Distribution (CVET)7,881
ABC Gallonage Tax Distribution168,017
Federal and State Grants and Distributions - Public Safety12,667
Licenses and Permits:
Planning, Zoning, and Building Permits and Fees1,864,011
Cable TV Licenses602,519
Charges for Services:
Document and Copy Fees1,964
Fire Protection Contracts and Service Fees825,605
Park and Recreation Receipts843,592
Rental of Property3,050
Police Protection Contracts and Service Fees2,962
Fines, Forfeitures and Fees:
Court Costs and Fees504,182
Other Receipts:
Earnings on Investments and Deposits153,629
Sale of Capital Assets144,629
Refunds and Reimbursements1,025,631
Payroll Fund and Clearing Account Receipts902
Interfund Transfers702,689
Total Receipts$79,176,060
(Continued on next page)
A-25
CITY OF CARMEL
(Cont'd)
DETAIL OF GENERAL FUND RECEIPTS AND DISBURSEMENTS
Disbursements:
No Department$5,947,378
Clerk-Treasurer1,047,707
Mayor676,055
Board of Public Works & Safety8,703,599
Administration2,402,639
Personnel439,567
City Court665,892
Law Department862,140
Community Services3,049,295
Communications Department2,613,538
Public Affairs1,890,958
Fire Department23,214,456
Police Department18,393,076
Redevelopment337,118
Parks2,628,884
Golf1,176,059
Information Technology1,547,438
Common Council3,759,322
City Property Maintenance561,654
Building Operations2,467,638
Total Disbursements82,384,412
Net decrease(3,208,352)
Beginning balance4,847,952
Ending balance$1,639,600
A-26
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APPENDIX B
July 20, 2017
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 $7,405,000principalamountofThe City of Carmel Local
Public Improvement Bond BankTaxable Special ProgramBonds, Series 2017A(Midtown South
Project),we have prepared this special purpose report(the “Report”)including the following
schedules for inclusion in the FinalOfficial Statement dated July 20,2017.
Page(s)
B-2-B-10General Comments
Bond Bank Bonds
B-11Sources and Uses
B-12Amortization of $7,405,000PrincipalAmount of
Taxable Special ProgramBonds, Series 2017A
B-13IllustrativeDebt ServiceTax Rate
B-14QualifiedObligation Net Debt Service
Qualified Obligation
B-15Sources and Uses
B-16Amortization of $7,405,000PrincipalAmount of
TaxableLease Rental Bonds, Series 2017A
B-17Comparison of Estimated Tax Increment and Lease Rentals
B-18EstimatedTax Increment -Taxable Garages
In the preparation of these schedules, assumptions were made as noted regarding certain future
events. As is the case with such assumptions regarding future events and transactions, some or
all may not occur as expected and the resulting differences could be material. We have not
examined the underlying assumptions nor have we audited or reviewed the historical data.
Consequently, we express no opinion or provide any other form of assurance thereon, nor do we
have a responsibility to prepare subsequent reports.
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
The City of Carmel Local Public Improvement Bond Bank(the “Bond Bank”)is issuing
$7,405,000of its Taxable Special ProgramBonds, Series 2017A(Midtown SouthProject)(the
“Bonds”)for the purpose of providing funds to (a) purchase the Qualified Obligation, 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 Obligationwill be retained by the
Bond Bank and applied to the payment of capitalized intereston the Bonds and costsof issuance
ofthe Qualified Obligation, all as more fully described herein.The Carmel Redevelopment
Authority(the “Authority” and the “Qualified Entity”)will deliver itsQualified Obligation 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 Obligation. The proceeds from the sale of the Qualified Obligationwill be used by the
Qualified Entityto fund various projects in the Cityof Carmel, Indiana (the “City”), to fund a
debt service reserveincluding payment of premiumforadebt service reserve fund surety policy
which will be held byor on behalf oftheQualified Entityas 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 May 18, 2017, and are issued under and
secured by the Trust Indenturedated as of August1, 2017between the Bond Bank and The
Huntington National Bank, in Indianapolis, Indiana, as trustee, registrar and paying agent(the
“Bond Bank Indenture”).
The Bonds are limited obligations of the Bond Bank payable solely out of the revenues and funds
established and pledged therefor under the Bond Bank Indenture, which includes the revenues
and funds received from the Qualified Entitywith respect to the Qualified Obligation.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 theQualified 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 theQualified 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.
The Bonds are secured by debt service payments on the Qualified Obligation. The payments on
the Qualified Obligationhave been structured to be sufficient to pay the principal of and interest
on the Bonds when due.The Qualified Obligation ispayable 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.
The Qualified Entity hasreserved the right and reasonably expects, but isnot required, to pay the
Qualified Obligationfrom other legally available funds.
(Continuedon next page)
B-2
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
The Qualified Obligationispayable from lease rental payments to be made by the Carmel
Redevelopment Commission (the “Commission”)under the terms of theLease Agreement dated
as of March 23, 2016, as amended by an Addendum to Lease Agreement dated as of August 4,
2016, and as further amended by a Second Addendum to Lease dated as of August 8, 2017,
between the Authority, as lessor,and the Commission, as lessee(the “Authority Lease”)(the
“Authority Lease Rentals”).The Authority 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 Authority 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(the “Tax Increment”),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 isJanuary 1, 2016.
TheQualified Obligation
Qualified Obligationof the Carmel Redevelopment Authority:
$7,405,000of City of Carmel Redevelopment Authority Taxable Lease Rental Bonds,
Series 2017A (MidtownSouth Project) (the “Qualified Obligation”)
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 of neutralizing the effects on Tax Increment.
The incremental assessed values are determined by subtracting the base net assessed values from
the current net assessed values as of the assessment dates. The incremental assessedvalues 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.
(Continued on next page)
B-3
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Summary of Tax Increment(Cont’d)
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 changescauseTax 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 Obligationand 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 theBonds.
Prospective investors in the Bonds should be aware that there are risk factors associated with the
Qualified Obligationwhich 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 Qualified Obligationarepayable
only from Authority Lease Rentals received by the Trustee on behalf of the Authority from
the Commission pursuant to the Authority Lease. The Authority has no taxing power. The
Authorityhas no source of funds from which to pay debt service on the Qualified
Obligationexcept monies collected from Authority Lease Rentals and funds held under the
Authority Indenture. According to the Authority Lease, theportion of theAuthority Lease
Rentalssecuring the Qualified Obligationwill commence on the date of completion of the
projects financed with the proceeds of the Qualified Obligation or January 1, 2020,
whichever is later. Proceeds of the Qualified Obligation will be held by the Trustee to pay
interest on the Qualified Obligationthrough and including January15,2020. In the event
the portion of the leased premises being acquired or constructed by the Authority and
leased to the Commission, as lessee, under the terms of the Authority Lease (the “Authority
Leased Premises”) financed with the proceeds of the Qualified Obligationare not
completed, the Commission cannot pay the Authority Lease Rentalswith respect to the
Qualified Obligation. If, for any reason, the Authority Leased Premises are damaged or
destroyed and unavailable for use, the Commission would no longer be able to pay
Authority Lease Rentals under the Authority Lease.
(Continued on next page)
B-4
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders(Cont’d)
However, the Commission is required by the Authority Leaseto 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
damaged or destroyed Authority Leased Premises are not replaced or repaired or are
unavailable for use beyond the period covered by any rental value insurance or the debt
service reserve accountfor Qualified Obligationare insufficient or unavailable, the
Commission will be unable to pay the applicable Authority Lease Rentals attributable to
the damaged or destroyed Authority Leased Premises, and the Authority would have
insufficient funds to pay debt service on the Qualified Obligation.
(2)General Risks:While the Redevelopment Special Benefits Tax is pledged to the payment
of the Authority Lease Rentals on the Qualified Obligation, the Commission intends to pay
the Authority Lease Rentals on the Qualified Obligationfrom other legally available
revenues. The other legally available revenues are not pledged to the payment of Authority
Lease Rentals, and there can be no assurance that in the future they will not be pledged to
another obligation, or that they will be available to pay the Authority Lease Rentals with
respect to the Qualified Obligation.
(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 the
Commission in time to pay the Authority Lease Rentals under the Authority Lease
when due, thereby impacting the ability of the Authority to pay debt service on the
Qualified Obligationwhen due. This risk is inherent in all property tax-supported
obligations.
The debt service reserve fundestablished will help to mitigate this timing risk, but does
not eliminate it. The debt service reserve fund for the Qualified Obligationwill be held
by the Trustee on behalf of the 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 politicalsubdivision 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.
(Continued on next page)
B-5
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders(Cont’d)
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 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 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.Hamilton County (the “County”)is required to reassess
25% of all parcels ofreal 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 ofreassessments 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 the Authority 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 Authority 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 Authority Lease Rental payment is due. The debt service reserve fund
established for the Qualified Obligationwill help to mitigate this timing risk, but doesnot
eliminate it. However, the Commission is permitted to use other legally available funds to
make the Authority Lease Rental payments.
(Continued on next page)
B-6
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders(Cont’d)
(5)Tax Increment-Specific Risks:There are certain risksassociated with Tax Increment. The
estimated Tax Increment available to pay Authority Lease Rentals on the Qualified
Obligationis based on capturing incremental real property tax revenues in the Midtown
Allocation Areaand 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
areacaused by natural disaster; (ii) delinquent taxes or adjustments of or appeals on
assessments by property owners in the allocation area; (iii) a decrease in the assessed
value of properties in the allocation areadue to increases in depreciation, obsolescence
or other factors by the assessor; (iv) acquisition of property in the allocation areaby a
tax-exempt entity; (v) removal or demolition of real property improvements by property
owners in the allocation area; (vi) delayed billing, collection, or distribution of Tax
Increment by the County Auditor; (vii) a decrease in property tax rates or reinstatement
of the State Property Tax Replacement Credit (“PTRC”), which would increase the
additional credit applied to Tax Increment; (viii) the General Assembly, the courts, the
Department of Local Government Finance or other administrative agencies with
jurisdiction in the matter could enact new laws or regulations or interpret, amend, alter,
change or modify the laws or regulations governing the calculation, collection,
definition or distribution of Tax Increment including laws or regulations relating to
reassessment, the additional credit or a revision in the property tax system; or (ix) a
change in any of the civil unit’s funding mechanisms (i.e., no longer funding it with
property taxes) could adversely affect Tax Increment.
(b)Reduction of Tax Rates orTax 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 Obligation. Any substantial increase in State funding, federal
aid or other sources of local revenues which would reduce local required fiscal support
for certain public programs or any substantial increase in assessments outside the
allocation areacould reduce the rates of taxation by the taxing bodies levying taxes
upon property withinthe allocation areaand 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 area. 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.
(Continued on next page)
B-7
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders(Cont’d)
(c) Local Income Tax.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 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 2017tax rates.
(e)Reassessment and Trending. The County is required to reassess 25% of all parcels of
real property annually or in accordance with its reassessment plan. All real property
must be reassessed under the plan once every four years. Trending is scheduled to occur
on an annual basis. The DLGF is required by law to make a one-time adjustment to
neutralize the effect of a reassessment on property within Tax Increment allocation
areas so that owners of obligations secured by Tax Increment revenues will not be
adversely affected. Delays in the reassessment and trending process, the inability to
neutralize the effect of reassessment, or appeals of reassessments could adversely affect
the Tax Increment.
(f)Delays in Development. Projections of Tax Increment in this 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 payAuthority Lease Rentals on the
Qualified Obligationissubject 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 receivedfrom 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.
(Continued on next page)
B-8
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders(Cont’d)
(6)Adverse Legislative Action:It is possible that legislation enacted or proposed for
consideration after the date of the Bonds and the Qualified Obligationwill have an adverse
effect on payment or timing of payment or other matters impacting the Bondsand the
Qualified Obligation.
Sources and Uses -Page B-11
This schedule presents sources and uses of the Bonds. The proceeds in the amount of $7,405,000
from the sale of the Bonds will be used by the Bond Bank to purchase the Qualified Obligation.
The proceeds from the sale of the Qualified Obligationwill be used by the Qualified Entityto
fund various projects in the City, to fund adebt service reservefund credit facilityto be held at
the Qualified Entity level, to fund capitalized interest and to pay issuance expenses.
Amortization of $7,405,000PrincipalAmount of Taxable Special ProgramBonds, Series 2017A
-Page B-12
The amortization of the $7,405,000ofTaxable Special ProgramBonds, Series 2017Ais
presented inthis schedule. The Bondswill be dated as of the date of issuance (dated August 8,
2017) and willmature over a period of approximately 24yearsand5months, with the final
Bonds due January 15, 2042. The amortization schedule of the Bonds is based on actual interest
rates determined through a negotiated sale with the Underwriter(as further defined and described
in the Official Statement).
Illustrative Debt Service Tax Rate -Page B-13
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 Entitywith respect to the Qualified Obligation. The
Qualified Obligation ispayable from the Redevelopment Special Benefits Tax levied on the
Redevelopment District. The Commissionanticipatespaying the Qualified Obligationfromother
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, should the
City levy the Redevelopment Special Benefits Tax for the entire Authority Lease Rental
payments with respect tothe Qualified Obligation. It is estimated that the debt service tax rate
would range from $0.0040to $0.0069per $100 of net assessed value, assuming no future growth
in assessed value over the next twenty-five years. The City’s net assessed value for payable2017
is $6,994,981,173.
(Continued on next page)
B-9
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Qualified ObligationNet Debt Service -Page B-14
This schedule presents the annual net debt service payments of the Qualified Obligationand
illustrates that it is equal to the annual net debt service payments due on the Bonds.
Qualified Obligation
Sources and Uses -Page B-15
This schedule presents sources and uses of the Qualified Obligation. Uses include the
construction of the Midtown South garage and plaza projects,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 Qualified Obligation.
Amortization of $7,405,000PrincipalAmount of TaxableLease Rental Bonds, Series 2017A-
Page B-16
The amortization of the $7,405,000of TaxableLease Rental Bonds, Series 2017Ais presented in
this schedule. The Qualified Obligationwill be dated as of the date of issuance (dated August 8,
2017) and will mature over a period of approximately24years and 5months, with the final
bonds due January 15, 2042. The amortization schedule of the Qualified Obligationis based on
actual interest rates determined through a negotiated sale to the Bond Bank.
This schedule also shows the annual Authority Lease Rental payments for the Qualified
Obligation. The amount of each Authority 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 tothe Qualified Obligation, payable in equal semiannual installments on
January 1 and July 1.
Comparison of Estimated Tax Increment and Lease Rentals -Page B-17
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
Authority Lease Rentals securing the Qualified Obligation. As shown in this schedule, the annual
coverage is approximately 110%.
Estimated Tax Increment -Taxable Garages -Page B-18
This schedule presents an estimate of the Tax Increment to be generated from the Midtown
South development.
B-10
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
SOURCES AND USES
Uses of Funds:
Net available proceeds for projects$6,250,000.00
Debt service reserve surety policy15,932.33
Capitalized interest612,249.78
Underwriter's discount37,025.00
Bond issuance costs and contingencies489,792.89
Total Uses of Funds$7,405,000.00
Sources of Funds:
Taxable Special Program Bonds, Series 2017A$7,405,000.00
Total Sources of Funds$7,405,000.00
(Subject to the comments in the attached Report
dated July 20, 2017 of Umbaugh.)
B-11
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
AMORTIZATION OF $7,405,000 PRINCIPAL AMOUNT OF
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2017A
Bonds dated August 8, 2017
PaymentPrincipalInterestTotalCapitalizedNetBond Year
DateOutstandingPrincipalRateInterestDebt ServiceInterestDebt ServiceDebt Service
01/15/18$7,405,000$109,604.58$109,604.58($109,604.58)$0.00$0.00
07/15/187,405,000125,661.30125,661.30(125,661.30)0.00
01/15/197,405,000125,661.30125,661.30(125,661.30)0.000.00
07/15/197,405,000125,661.30125,661.30(125,661.30)0.00
01/15/207,405,000125,661.30125,661.30(125,661.30)0.000.00
07/15/207,405,000$20,0001.973%125,661.30145,661.30145,661.30
01/15/217,385,00020,0002.073%125,464.00145,464.00145,464.00291,125.30
07/15/217,365,000125,0002.123%125,256.70250,256.70250,256.70
01/15/227,240,000130,0002.256%123,929.83253,929.83253,929.83504,186.53
07/15/227,110,000130,0002.306%122,463.43252,463.43252,463.43
01/15/236,980,000130,0002.406%120,964.53250,964.53250,964.53503,427.96
07/15/236,850,000130,0002.456%119,400.63249,400.63249,400.63
01/15/246,720,000135,0002.606%117,804.23252,804.23252,804.23502,204.86
07/15/246,585,000135,0002.656%116,045.18251,045.18251,045.18
01/15/256,450,000140,0002.756%114,252.38254,252.38254,252.38505,297.56
07/15/256,310,000140,0002.806%112,323.18252,323.18252,323.18
01/15/266,170,000140,0002.891%110,358.98250,358.98250,358.98502,682.16
07/15/266,030,000145,0002.941%108,335.28253,335.28253,335.28
01/15/275,885,000145,0002.991%106,203.05251,203.05251,203.05504,538.33
07/15/275,740,000150,0003.041%104,034.58254,034.58254,034.58
01/15/285,590,000150,000(1)3.141%101,753.83251,753.83251,753.83505,788.41
07/15/285,440,000150,000(1)3.141%99,398.08249,398.08249,398.08
01/15/295,290,000155,000(2)3.241%97,042.33252,042.33252,042.33501,440.41
07/15/295,135,000155,000(2)3.241%94,530.55249,530.55249,530.55
01/15/304,980,000160,000(3)3.341%92,018.78252,018.78252,018.78501,549.33
07/15/304,820,000160,000(3)3.341%89,345.98249,345.98249,345.98
01/15/314,660,000165,000(4)3.441%86,673.18251,673.18251,673.18501,019.16
07/15/314,495,000170,000(4)3.441%83,834.35253,834.35253,834.35
01/15/324,325,000170,000(5)3.491%80,909.50250,909.50250,909.50504,743.85
07/15/324,155,000175,000(5)3.491%77,942.15252,942.15252,942.15
01/15/333,980,000175,000(6)3.541%74,887.53249,887.53249,887.53502,829.68
07/15/333,805,000180,000(6)3.541%71,789.15251,789.15251,789.15
01/15/343,625,000185,000(7)3.574%68,602.25253,602.25253,602.25505,391.40
07/15/343,440,000185,000(7)3.574%65,296.30250,296.30250,296.30
01/15/353,255,000190,000(8)3.714%61,990.35251,990.35251,990.35502,286.65
07/15/353,065,000195,000(8)3.714%58,462.05253,462.05253,462.05
01/15/362,870,000195,000(8)3.714%54,840.90249,840.90249,840.90503,302.95
07/15/362,675,000200,000(8)3.714%51,219.75251,219.75251,219.75
01/15/372,475,000205,000(8)3.714%47,505.75252,505.75252,505.75503,725.50
07/15/372,270,000210,000(8)3.714%43,698.90253,698.90253,698.90
01/15/382,060,000210,000(9)3.864%39,799.20249,799.20249,799.20503,498.10
07/15/381,850,000215,000(9)3.864%35,742.00250,742.00250,742.00
01/15/391,635,000220,000(9)3.864%31,588.20251,588.20251,588.20502,330.20
07/15/391,415,000225,000(9)3.864%27,337.80252,337.80252,337.80
01/15/401,190,000230,000(9)3.864%22,990.80252,990.80252,990.80505,328.60
07/15/40960,000235,000(9)3.864%18,547.20253,547.20253,547.20
01/15/41725,000235,000(9)3.864%14,007.00249,007.00249,007.00502,554.20
07/15/41490,000240,000(9)3.864%9,466.80249,466.80249,466.80
01/15/42250,000250,000(9)3.864%4,830.00254,830.00254,830.00504,296.80
Totals$7,405,000$4,070,797.72$11,475,797.72($612,249.78)$10,863,547.94$10,863,547.94
(1) $300,000 of Term Bonds due July 15, 2028.
(2) $310,000 of Term Bonds due July 15, 2029.
(3) $320,000 of Term Bonds due July 15, 2030.
(4) $335,000 of Term Bonds due July 15, 2031.
(5) $345,000 of Term Bonds due July 15, 2032.
(6) $355,000 of Term Bonds due July 15, 2033.
(7) $370,000 of Term Bonds due July 15, 2034.
(8) $1,195,000 of Term Bonds due July 15, 2037.
(9) $2,060,000 of Term Bonds due January 15, 2042.
(Subject to the comments in the attached Report
dated July 20, 2017 of Umbaugh.)
B-12
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)
2017$0$0$6,994,981,173N/A
2018006,994,981,173N/A
2019006,994,981,173N/A
2020291,125276,5696,994,981,173$0.0040
2021504,187478,9776,994,981,1730.0068
2022503,428478,2576,994,981,1730.0068
2023502,205477,0956,994,981,1730.0068
2024505,298480,0336,994,981,1730.0069
2025502,682477,5486,994,981,1730.0068
2026504,538479,3116,994,981,1730.0069
2027505,788480,4996,994,981,1730.0069
2028501,440476,3686,994,981,1730.0068
2029501,549476,4726,994,981,1730.0068
2030501,019475,9686,994,981,1730.0068
2031504,744479,5076,994,981,1730.0069
2032502,830477,6886,994,981,1730.0068
2033505,391480,1226,994,981,1730.0069
2034502,287477,1726,994,981,1730.0068
2035503,303478,1386,994,981,1730.0068
2036503,726478,5396,994,981,1730.0068
2037503,498478,3236,994,981,1730.0068
2038502,330477,2146,994,981,1730.0068
2039505,329480,0626,994,981,1730.0069
2040502,554477,4266,994,981,1730.0068
2041504,297479,0826,994,981,1730.0068
Totals$10,863,548$10,320,371
(1) See page B-12.
(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 2017 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 2017A will be
paid by the Qualified Obligation as described in this Report.
(Subject to the comments in the attached Report
dated July 20, 2017 of Umbaugh.)
B-13
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
QUALIFIED OBLIGATION NET DEBT SERVICE
QualifiedBond Bank
BudgetObligationBonds
YearNet Debt ServiceNet Debt Service
(1)(2)
2017$0$0
201800
201900
2020291,125291,125
2021504,187504,187
2022503,428503,428
2023502,205502,205
2024505,298505,298
2025502,682502,682
2026504,538504,538
2027505,788505,788
2028501,440501,440
2029501,549501,549
2030501,019501,019
2031504,744504,744
2032502,830502,830
2033505,391505,391
2034502,287502,287
2035503,303503,303
2036503,726503,726
2037503,498503,498
2038502,330502,330
2039505,329505,329
2040502,554502,554
2041504,297504,297
Totals$10,863,548$10,863,548
(1) See page B-16.
(2) See page B-12.
(Subject to the comments in the attached Report
dated July 20, 2017 of Umbaugh.)
B-14
CARMEL REDEVELOPMENT AUTHORITY
Qualified Obligation
Midtown South
SOURCES AND USES
Uses of Funds:
Net available proceeds for projects$6,250,000.00
Debt service reserve surety policy15,932.33
Capitalized interest612,249.78
Underwriter's discount37,025.00
Bond issuance costs and contingencies489,792.89
Total Uses of Funds$7,405,000.00
Sources of Funds:
Taxable Lease Rental Bonds, Series 2017A$7,405,000.00
Total Sources of Funds$7,405,000.00
(Subject to the comments in the attached Report
dated July 20, 2017 of Umbaugh.)
B-15
CARMEL REDEVELOPMENT AUTHORITY
Qualified Obligation
Midtown South
AMORTIZATION OF $7,405,000 PRINCIPAL AMOUNT OF
TAXABLE LEASE RENTAL BONDS, SERIES 2017A
Qualified Obligation dated August 8, 2017
PaymentPrincipalInterestTotalCapitalizedNetBond YearBond Year
DateOutstandingPrincipalRateInterestDebt ServiceInterestDebt ServiceDebt ServiceLease Rentals
01/15/18$7,405,000$109,604.58$109,604.58($109,604.58)$0.00$0.00$0
07/15/187,405,000125,661.30125,661.30(125,661.30)0.00
01/15/197,405,000125,661.30125,661.30(125,661.30)0.000.000
07/15/197,405,000125,661.30125,661.30(125,661.30)0.00
01/15/207,405,000125,661.30125,661.30(125,661.30)0.000.000
07/15/207,405,000$20,0001.973%125,661.30145,661.30145,661.30
01/15/217,385,00020,0002.073%125,464.00145,464.00145,464.00291,125.30297,000
07/15/217,365,000125,0002.123%125,256.70250,256.70250,256.70
01/15/227,240,000130,0002.256%123,929.83253,929.83253,929.83504,186.53510,000
07/15/227,110,000130,0002.306%122,463.43252,463.43252,463.43
01/15/236,980,000130,0002.406%120,964.53250,964.53250,964.53503,427.96509,000
07/15/236,850,000130,0002.456%119,400.63249,400.63249,400.63
01/15/246,720,000135,0002.606%117,804.23252,804.23252,804.23502,204.86508,000
07/15/246,585,000135,0002.656%116,045.18251,045.18251,045.18
01/15/256,450,000140,0002.756%114,252.38254,252.38254,252.38505,297.56511,000
07/15/256,310,000140,0002.806%112,323.18252,323.18252,323.18
01/15/266,170,000140,0002.891%110,358.98250,358.98250,358.98502,682.16508,000
07/15/266,030,000145,0002.941%108,335.28253,335.28253,335.28
01/15/275,885,000145,0002.991%106,203.05251,203.05251,203.05504,538.33510,000
07/15/275,740,000150,0003.041%104,034.58254,034.58254,034.58
01/15/285,590,000150,0003.141%101,753.83251,753.83251,753.83505,788.41511,000
07/15/285,440,000150,0003.141%99,398.08249,398.08249,398.08
01/15/295,290,000155,0003.241%97,042.33252,042.33252,042.33501,440.41507,000
07/15/295,135,000155,0003.241%94,530.55249,530.55249,530.55
01/15/304,980,000160,0003.341%92,018.78252,018.78252,018.78501,549.33507,000
07/15/304,820,000160,0003.341%89,345.98249,345.98249,345.98
01/15/314,660,000165,0003.441%86,673.18251,673.18251,673.18501,019.16507,000
07/15/314,495,000170,0003.441%83,834.35253,834.35253,834.35
01/15/324,325,000170,0003.491%80,909.50250,909.50250,909.50504,743.85510,000
07/15/324,155,000175,0003.491%77,942.15252,942.15252,942.15
01/15/333,980,000175,0003.541%74,887.53249,887.53249,887.53502,829.68508,000
07/15/333,805,000180,0003.541%71,789.15251,789.15251,789.15
01/15/343,625,000185,0003.574%68,602.25253,602.25253,602.25505,391.40511,000
07/15/343,440,000185,0003.574%65,296.30250,296.30250,296.30
01/15/353,255,000190,0003.714%61,990.35251,990.35251,990.35502,286.65508,000
07/15/353,065,000195,0003.714%58,462.05253,462.05253,462.05
01/15/362,870,000195,0003.714%54,840.90249,840.90249,840.90503,302.95509,000
07/15/362,675,000200,0003.714%51,219.75251,219.75251,219.75
01/15/372,475,000205,0003.714%47,505.75252,505.75252,505.75503,725.50509,000
07/15/372,270,000210,0003.714%43,698.90253,698.90253,698.90
01/15/382,060,000210,0003.864%39,799.20249,799.20249,799.20503,498.10509,000
07/15/381,850,000215,0003.864%35,742.00250,742.00250,742.00
01/15/391,635,000220,0003.864%31,588.20251,588.20251,588.20502,330.20508,000
07/15/391,415,000225,0003.864%27,337.80252,337.80252,337.80
01/15/401,190,000230,0003.864%22,990.80252,990.80252,990.80505,328.60511,000
07/15/40960,000235,0003.864%18,547.20253,547.20253,547.20
01/15/41725,000235,0003.864%14,007.00249,007.00249,007.00502,554.20508,000
07/15/41490,000240,0003.864%9,466.80249,466.80249,466.80
01/15/42250,000250,0003.864%4,830.00254,830.00254,830.00504,296.80510,000
Totals$7,405,000$4,070,797.72$11,475,797.72($612,249.78)$10,863,547.94$10,863,547.94$10,986,000
(Subject to the comments in the attached Report
dated July 20, 2017 of Umbaugh.)
B-16
CARMEL REDEVELOPMENT AUTHORITY
Qualified Obligation
Midtown South
COMPARISON OF ESTIMATED TAX INCREMENT AND LEASE RENTALS
QualifiedEstimated
YearEstimated ObligationTax IncrementEstimated
PayableTax IncrementLease RentalsRemainingCoverage
(1)(2)
2020$330,120($297,000)$33,120111%
2021562,100(510,000)52,100110%
2022562,100(509,000)53,100110%
2023562,100(508,000)54,100111%
2024562,100(511,000)51,100110%
2025562,100(508,000)54,100111%
2026562,100(510,000)52,100110%
2027562,100(511,000)51,100110%
2028562,100(507,000)55,100111%
2029562,100(507,000)55,100111%
2030562,100(507,000)55,100111%
2031562,100(510,000)52,100110%
2032562,100(508,000)54,100111%
2033562,100(511,000)51,100110%
2034562,100(508,000)54,100111%
2035562,100(509,000)53,100110%
2036562,100(509,000)53,100110%
2037562,100(509,000)53,100110%
2038562,100(508,000)54,100111%
2039562,100(511,000)51,100110%
2040562,100(508,000)54,100111%
2041562,100(510,000)52,100110%
Totals$12,134,220($10,986,000)$1,148,220
(1) See page B-18.
(2) See page B-16.
(Subject to the comments in the attached Report
dated July 20, 2017 of Umbaugh.)
B-17
CARMEL REDEVELOPMENT AUTHORITY
Qualified Obligation
Midtown South
ESTIMATED TAX INCREMENT - TAXABLE GARAGES
January 1stEstimated Assessed Value
CompletionEstimatedAssessed ValueYear Payable (1)
BuildingDateSq. Ft./ Sq. Ft.20202021
(2)(2)(3)
Midtown South (Midtown East Phase 2)
Block 3B
Garage2019110,901$30$3,327,030$3,327,030
Retail20191,800130234,000234,000
Block 3C
Apartments (4)2020222,12011012,216,60024,433,200
Retail (4)20201,02013066,300132,600
Garage201956,460301,693,8001,693,800
Demolition of existing improvements (5)(58,000)(58,000)
Incremental assessed value17,479,73029,762,630
Net tax rate (6)$1.8886$1.8886
Estimated Tax Increment (100%)$330,120$562,100
(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 partial assessment as of January 1, 2019 for taxes payable in 2020. Assumes full assessment as of January 1, 2020
for taxes payable in 2021.
(5) Assumes demolition of all existing improvement value on the parcels comprising the development.
(6) Represents the payable 2017 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 20, 2017 of Umbaugh.)
B-18
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APPENDIX C
SUMMARY OF CERTAIN PROVISIONS OF THE BOND BANK INDENTURE
The following is a summary of certain provisions of the Bond Bank Indenture not otherwise discussed
in this Official Statement. This summary is qualified in its entirety by reference to the Bond Bank Indenture.
During the period of this offering, a copyof the entire Bond Bank Indentureisavailable without charge from
H.J. Umbaugh & Associates, Certified Public Accountants, LLP, 8365 Keystone Crossing, Suite 300, P. O.
Box 40458, Indianapolis, Indiana.
Definitions
Unless otherwise defined in this Appendix or the context clearly indicates otherwise, the following are
definitions of certain key terms used in this Appendixand elsewhere in the Official Statement.When used in
this Appendix,such key terms refer to Bonds of the Bond Bankwhich terms may also be used in the Bond Bank
Indenture. Any capitalized terms used in this Appendix and not otherwise defined herein will have the
meanings set forth in the Bond Bank Indenture.Capitalizedterms used elsewhere in the Official Statement,
including other appendices hereto, shall have the meanings ascribed thereto, which meanings may be different
than the definitions of such capitalized terms used in this Appendix.
“Accounts” means the accounts created under the Bond Bank Indenture.
“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 Indentureand any Supplemental
Indenture which are issued on a paritywith the Series 2017A 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 periodicBond 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 2017A Bonds and any Additional Bonds issued
pursuant to the Bond Bank Indenture and any Supplemental Indenture.
“Bond Bank” means The City of Carmel Local Public Improvement Bond Bank, an entity created by
the Act, but separate from the City in its corporate capacity, or any successor to its functions.
“Bond Bank Indenture” means the Trust Indenture, dated as of August1, 2017, between the Bond
Bank and the Bond Bank Trustee, and all supplements and amendments enteredinto 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 16and ending on January 15 of the
following calendar year.
“Book entry”or “book entry system”means, with respect to the Series 2017A Bonds, a form or
system, as applicable, under which (i) the ownership of beneficial interests in Series 2017A 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 2017A Bonds.
“Business Day” or “business day” meansa 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 Indentureconcerning 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 proceedingsof a Qualified Entity and the transactions
contemplated hereby; and (c) payment of any fees, charges and expenses in connection with the foregoing and
any other costs of a similar nature authorized by the Act.
“Counsel” means an attorney duly admitted to practice law before the highest court of any state and
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 accruing for 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 Indentureand 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 anyQualified 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 31of 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 orin 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 underthe 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) 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 15and July 15 of each year, commencing January 15, 2018.
“InvestmentEarnings” 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
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evidence of indebtedness issued or guaranteed by any of the following federal agencies: Export-Import Bank,
Farmers Home Administration, Federal Financing Bank, Federal Housing Administration, Government
National Mortgage Association, Maritime Administration, Public Housing Authorities, Banks for
Cooperatives, Federal Farm Credit Banks, Federal Intermediate Credit Bank, Federal Home Loan Bank and
Federal Land Bank; (iv) certificates of deposit, savings accounts, deposit accounts or depository receipts of a
bank, savings and loan associations and mutual savings banks, including the Trustee, each fully insured by the
Federal Deposit Insurance Corporation; (v) bankers’ acceptances or certificates of deposit of commercial banks
or savings and loan associations, including the Trustee, which mature not more than one year after the date of
purchase; provided the banks or savings and loan associations (rather than their holding companies) are rated
for unsecured debt at the time of purchase of the investments in the two highest Rating Categoriesestablished
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 Categoriesby 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 Categoriesby 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
thereofpursuant to theterms 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 Indentureor 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
Indentureor 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.
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“Program” means the program for the purchase ofanyQualified 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 Indentureand 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 Agreement(s)” meansany 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 20, 2017,amongthe Bond
Bank, the City, acting on behalf of Series 2017A Qualified Entity,and the Underwriter, regarding the terms of
purchase and sale of the Series 2017A Bonds.
“Qualified Entity” means an entity defined in Indiana Code5-1.4-1-10, as amended from time to time,
including, but not limited to, the Redevelopment Authority.
“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 2017A
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 lastday of the calendar month
immediately precedingthe month of such Interest Payment Date.
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“Redemption Account” means the account by that name created under the Bond Bank Indenture.
“Redemption Price” means, with respect to any Bond, the principal amount thereof, plus the applicable
premium, if any, payable upon redemption prior to maturity.
“Redevelopment Authority” or “Authority” means the City of Carmel Redevelopment Authority,
which has been created and established pursuant to Indiana Code 36-7-14.5, and which is a Qualified Entity
under the Act.
“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 Indentureincluding, 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 Indentureor by aSupplemental Indenture.
“Series 2017A Bonds” meansThe City of Carmel Local Public Improvement Bond Bank Taxable
Special Program Bonds, Series 2017A(Midtown South Project),issued pursuant to the Bond Bank Indenture.
“Series 2017A Qualified Entity” meansthe Redevelopment Authority.
“Series 2017A Qualified Obligations” means the $7,405,000City of Carmel Redevelopment Authority
Taxable Lease Rental Bonds, Series 2017A(Midtown South Project),issued by the Series 2017A Qualified
Entity, which will be acquired by the Bond Bank pursuant to the terms of the Purchase Agreement in
connection with the Program and in accordance with the Bond BankIndenture.
“State” means the State of Indiana.
“Supplemental Indenture” means an indenture supplemental to or amendatory of the Bond Bank
Indenture, executed by the Bond Bank and the Trustee in accordance with the Bond Bank Indenture.
“Trustee” or “Bond Bank Trustee” means initially The Huntington National Bank, a national banking
association organized and existing under the laws of the United States of America, or any successor Trustee.
“Trust Estate” means the property, rights, money and amounts and all payments pledged and assigned
to the Trustee pursuant to the granting clauses of the Bond Bank Indenture.
“Underwriter” means, with regard to the Series 2017A Bonds, Mesirow Financial, Inc., 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:
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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 Series
2017A 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 2017A Bonds as follows:
(a)Into the General Account, an amount equal to $6,862,249.78,(i)a portion of
which, in the amount of $6,250,000, will be used to pay the netpurchase price of the Series
2017A Qualified Obligations to the Series 2017A Qualified Entityin accordance with the
terms of the Purchase Agreement for theSeries 2017A Qualified Obligations, and (ii)the
remaining portion of which, in the amount of $612,249.78(which consists of a portion of the
purchase price of the Series 2017A Qualified Obligations) will be used to pay the interest to
become due on the Series 2017A Bondsin accordance with the following schedule:
(1)$109,604.58on January 15, 2018;
(2)$125,661.30on July 15, 2018;
(3)$125,661.30on January 15, 2019;
(4)$125,661.30on July 15, 2019;and
(5)$125,661.30on January 15, 2020;
(b)into the Bond Issuance Expense Account, an amount equal to $489,792.89to
be used to pay the Costs of Issuance related to the Series 2017A Bonds and the Series 2017A
Qualified Obligations (other than the Underwriter’s discount retained by the Underwriter in
the amount of $37,025and the premiumfor the reserve fund credit facilitypaid by the
Underwriter directly to the provider thereof, for and on behalf of the Redevelopment Authority
with respect to the separate reserve accountestablished by the Redevelopment Authorityfor
theSeries 2017A Qualified Obligations, in the aggregate amount of $15,932.33).
2.The Trustee will deposit the Net Proceeds of any subsequent Series of Bonds as provided in
the Supplemental Indenture for that Series of Bonds.
3.The Trustee will deposit all Revenues and all other receipts (except the proceeds of 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
Indentureor any Supplemental Indenture and will deposit any money received from the sale or redemption
prior to maturity of Qualified Obligations into the Redemption Account.
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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 2017A Bonds, to pay the net
purchase price for the Series 2017A Qualified Obligationsin accordance with the terms of the
Purchase Agreement, 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 Indenturehave 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 Indentureon 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 Qualified Obligations so paid will
be deemed satisfied.
2.Redemption Account. The Trustee will deposit into the Redemption Account all money
received from the sale or redemption prior to maturity of Qualified Obligations by the Bond Bank and all other
money required to be deposited therein pursuant to the provisions of the Bond Bank Indenture(other than
moneys received for which the Bond Bank provides written instructions to the Trustee to deposit such moneys
into a separate escrow account in order to provide for the payment of the applicable series of Bonds, whether
upon maturity or redemption thereof)and will disburse the funds in the Redemption Account as follows:
(a)On the lastday 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.
(b)On the 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 and interest coming due on the Bonds on such Interest Payment Date in the event and
to the extent that money available in the General Account are not sufficient for such payments.
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(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 –RedemptionProvisions”) and subject to the immediately following paragraph,
the Trustee will call for redemption on the next redemption date such amount of Bonds of such
maturity or maturities as directed by an Authorized Officer as will exhaust the Redemption
Account as nearly as possible at the applicable redemption price. The Trustee will pay the
interest accrued on any such redeemed Bonds to the date of redemption from the General
Account and will pay the redemption price from the Redemption Account.
The Trustee may, upon written direction from the Bond Bank, transfer any money in the Redemption
Account to the General Account if the Bond Bank provides the Trustee with a Cash Flow Certificate to the
effect that after such transfer and after any transfer from the General Account to the Bond Bank, Revenues,
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 Indentureand 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 the Bond Issuance Expense Account, the Trustee may rely upon such certifications and invoices without
further investigation. Any amounts remaining in the Bond Issuance Expense Account one-hundred twenty
(120) days after the issuance of the respective Series of Bonds will be transferred to the General Account, at
which time the Bond Issuance Expense Account may, at the direction of the Bond Bank, be closed.
B.AmountsRemaining in Funds.
Any amounts remaining in any Fund or Account after full payment of all of the Bonds outstanding
under the Bond Bank Indentureand the fees, charges and expenses of the Trustee will be distributed to the
Bond Bank.
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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 Obligationsas 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 the Bond Bank. The Trustee may conclusively
rely upon the Bond Bank’s written instructions as to both the suitability and legality of the directed
investments. Ratings of permitted investments shall be determined at the time of purchase of such permitted
investments and without regard to ratings subcategories. The Trustee shall not be liable for losses on
investments made in compliance with the provisions of the Bond Bank Indenture. The Trustee may make any
and all such investments through its own investment department or that of its affiliates or subsidiaries, and may
charge its ordinary and customary fees for such trades, including investment maintenance fees. In the absence
of investment instructions from the Bond Bank, the Trustee shall not be responsible or liable for keeping the
moneys held by it under the Bond Bank Indenturefully 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 Bank Indenture, in any and every Bond
executed, authenticated and delivered under the Bond Bank Indentureand 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 Indentureand to pledge the
Revenues and all other property pledged under the Bond Bank Indenturein the manner and to the extent set
forth in the Bond Bank Indenture; that all action on its part for the issuance of the Bonds and the execution and
delivery of the Bond Bank Indenturehas 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.
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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 Indentureand 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 expectedto 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 adverselyaffect 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 Indenturerequire 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;
(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;
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(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 suchissuance, 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 toprovide 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) compliance with 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 solong 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
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
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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 Indenturein 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 Indentureonly 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 receivesall payments due
and to become due under the Bond Bank Indenture, then the Bond Bank Indenturemay be discharged in
accordance with its provisions. In the event of any early redemption of Bonds in accordance with their terms,
the Trustee must receive irrevocable instructions from the Bond Bank, satisfactory to the Trustee, to call such
Bonds for redemption at a specified date and pursuant to the Bond Bank Indenture. Outstanding Bonds will
continue to be limited obligations of the Bond Bank payable only out of the money or securities held by the
Trustee for the payment of the principal of, redemption premium, if any, and interest on the Bonds.
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 suchpayment, (2) noncallable or nonprepayable Governmental
Obligations maturing as to principal and interest in such amounts and at such times, without consideration of
any reinvestments thereof, as will ensure the availability of sufficient money to make such payments, or (3) a
combination of such money and Governmental Obligations, and all necessary and proper fees and expenses of
the Trustee pertaining to the Bonds with respect to which such deposit is made have been paid or deposited
with the Trustee.
Defaults and Remedies
A.Events of Default.
Any of the following events constitutes an “Event of Default” under the Bond Bank Indenture:
(a)The Bond Bank defaults in the due and punctual payment of any interest on
any Bond;
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(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 Indentureor in the Bonds and fails to
remedy such Event of Default within sixty (60) days after receipt of notice, all in accordance
with the Bond Bank Indenture;
(e)Any warranty, representation or other statement by or on behalf of the Bond
Bank contained in the Bond Bank Indentureor in any instrument furnished in compliance with
or in reference to the Bond Bank Indentureis 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 theextent 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 hereafter in effect, or consents to the filing
of any petition against it under such law;
(h)The Bond Bank is generally not paying its debts as such debts become due,
or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or
liquidator or trustee of the Bond Bank or any of its property is appointed by court order or
takes possession and such order remains in effect or such possession continuesfor more than
sixty (60) days; or
(i)The Bond Bank is rendered incapable of fulfilling its obligations under the
Bond Bank Indenturefor any reason.
B.Trustee’s Rights and Remedies.
No default under subparagraphs (d) or (e) above will constitute an Event of Default until actual notice
of the default by registered or certified mail has been given to the Bond Bank by the Trustee or by the owners
of not less than twenty-five percent (25%) in aggregate principal amount of all Bonds then Outstanding and the
Bond Bank has had sixty (60) days after receipt of the notice to correct such default within the applicable
period. If such default is correctable but cannot be corrected within the applicable period, it will not constitute
an Event of Default if corrective action is instituted by the Bond Bank within the applicable period and
diligently pursued until the default is corrected.
Upon the occurrence of an Event of Default, the Trustee will notify the owners of the Bonds of such
Event of Default and will have the following rights and remedies:
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(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 underthe 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 suchproceedings, 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 Indentureand 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 ofOutstanding 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 Indentureor 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 provisionsof 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 Eventof 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 any such Event of Default has been
discontinued or abandoned or determined adversely, then the Bond Bank, the Trustee and the owners of Bonds
will be restored to their former respective positions and rights under the Bond Bank Indenture. No waiver will
extend to any subsequent or other Event of Default or impair any rights consequent thereon.
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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 Indentureor 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 ofDefault 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 Indentureor 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 Indentureor 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 Indentureand for the equal and ratable benefit of the owners of all
Outstanding Bonds. However, nothing contained in the Bond Bank Indenturewill 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 Indentureis 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 Indentureor 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
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
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the City, the State, any political subdivision thereof or any Qualified Entity but will be payable solely from the
Trust Estate pledged therefor in accordance with the Bond Bank Indenture. The issuance of the Bonds under
the provisions of the Act does not directly, indirectly or contingently, obligate the City, the State, any political
subdivision thereof or any Qualified Entity to levy any form oftaxation for the payment thereof or to make any
appropriation for their payment and such Bonds and the interest payable thereon do not now and will never
constitute a debt of the City, the State, any political subdivision thereof or any Qualified Entity within the
meaning of the constitution of the State or the statutes of the State and such Bonds do not now and will never
constitute a charge against the credit or taxing power of the City, the State or any political subdivision thereof
or any Qualified Entity. Neither the City, the State or any Qualified Entity nor any agent, attorney, member,
officer, director or employee of the City, the State or any Qualified Entity or of the Bond Bank, will in any
event be liable for the payment of the principal of, and damages, if any, or interest on the Bonds or for the
performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which may be
undertaken by the Bond Bank. No breach by the Bond Bank of any such pledge, mortgage, obligation or
agreement may impose any liability, pecuniary or otherwise, upon the City, the State or any Qualified Entity or
any of the City’s, the State’s, any Qualified Entity’s or the Bond Bank’s agents, members, attorneys, officers,
directors and employees or any charge upon the general credit of the City, the State, or any Qualified Entity or
a charge against the taxing power of the City, the State, any political subdivision thereof or any Qualified
Entity.
Immunity of Officers and Directors
No recourse will be had for the payment of the Bonds or for any claim based thereon or upon any
obligation, covenant or agreement in the Bond Bank Indenturecontained against any past, present or future
officer, member, director, agent or employee of the Bond Bank, the City or any Qualified Entity or any officer,
member, director, trustee, agent or employee of any successor entities thereto, as such, either directly or
through the Bond Bank, the City or any Qualified Entity or any successor entities, under any rule of law or
equity,statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such
liability of any such officers, members, directors, trustees, agents, or employees as such, is hereby expressly
waived and released as a condition of andconsideration for the execution of the Bond Bank Indentureand
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 Indenturefor 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 Indenturewhich
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;
(d)To subject to the lien of the Bond Bank Indentureadditional Revenues,
security, properties or collateral;
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(e)To modify, amend or supplement the Bond Bank Indentureor any
Supplemental Indenture in order to permit the qualification under the Trust Indenture Act of
1939 or any similar federal statutehereafter 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 Indentureor 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 Indentureor the succession of a new
Registrar or Paying Agent;
(g)To provide for the issuance of a Series of AdditionalBonds permitted by the
Bond Bank Indentureto provide for the refunding of all or a portion of any Bonds;
(h)To amend the Bond Bank Indentureto 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 Indentureor in any Supplemental Indenture. However, no Supplemental
Indenture may permit or be construed as permitting, without the consent of the owners of all then Outstanding
Bonds, (i) an extension of the maturity dates of the principal of or the interest on, or the redemption dates of,
any Bonds, or(ii) a reduction in the principal amount of any Bond or a change in the redemption premium or
the rate of interest on any Bond, or (iii) a privilege or priority of any Bond or Bonds over any other Bond or
Bonds, or (iv) a reduction in the aggregate principal amount of the Bonds required for consent to such
Supplemental Indenture, or (v) the creation of any lien securing any Bonds, other than a lien ratably securing
all of the Bonds at any time Outstanding, or (vi) any modification of the trusts, powers, rights, obligations,
duties, remedies, immunities and privileges of the Trustee without the written consent of the Trustee.
Trustee
By executing the Bond Bank Indenture, the Trustee accepts the trusts and duties imposed upon it by
the Bond Bank Indenture, and agrees to perform such trusts and duties but only upon and subject 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.
The Trustee and any successor Trustee may at any time resign from the trusts created by the Bond
Bank Indentureby giving thirty (30) days’ written notice by registered or certified mail to the Bond Bank, the
owner of each Bond issued under the Bond Bank Indenture, and such resignation will take effect upon the
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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 noEvent of Default, or an event which
with the passage of time would become an Event of Default, has occurred and is continuing, the Trustee may
be removed at any time by resolution of the Bond Bank filed with the Trustee.
In case the Trustee resigns or is removed, or is dissolved, or is in course of dissolution or liquidation,
or otherwise becomes incapable of acting under the Bond Bank Indenture, or in case it is taken under the
control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by
the owners of a majority in aggregate principal amount of all Bonds then Outstanding under the Bond Bank
Indentureby 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 the Bond
Bank. Nevertheless, in case of such vacancy the Bond Bank by resolution may appoint a temporary Trustee to
fill such vacancy. Within ninety (90) days after such appointment, the Bondholders may appoint a successor
Trustee; and any such temporary Trustee so appointed by the Bond Bank will become the successor Trustee if
no appointment is made by the Bondholders within such period but in the event an appointment is made by the
Bondholders, will immediately and without 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.
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APPENDIX D
APPENDIX D
SUMMARY OF CERTAIN LEGAL DOCUMENTS RELATED
TO THE QUALIFIED OBLIGATION
The following is a summary of certain legal documents related to the Qualified Obligation,
including summaries of certain provisions contained in the Lease(as definedin 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 Leaseand the Authority
Indenture, respectively. During the period of this offering, copies of the entire LeaseandAuthority
Indentureare available without charge from H.J. Umbaugh & Associates, Certified Public Accountants,
LLP, 8365 Keystone Crossing, Suite 300, P. O. Box 40458, Indianapolis, Indiana.
D-1Key Definitions related to the Qualified Obligation
D-2Summary of Certain Provisions of the Lease
D-3Summary of Certain Provisions of the Authority Indenture
APPENDIX D-1
KEY DEFINITIONS RELATED TO THE QUALIFIED OBLIGATION
Unlessotherwise defined in this Appendix orthe context clearly indicates otherwise, the
following are definitions of certain key terms used in this Appendix.When used in this Appendix, such
key termsrefer to the Qualified Obligation(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 Leaseandthe 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 definitionsof such capitalized terms used in this
Appendix.
“Additional Bonds” means Bonds, in addition to the2016D Bondsand the Qualified Obligation,
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,as supplemented
and amended by the First Supplemental Trust Indenture, dated as of August1, 2017, eachby and between
the Authority and the Trustee, authorizing and securing 2016D Authority Bonds and theQualified
Obligation.
“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 the 2016D Authority Bonds and the Qualified Obligationand 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 2017A(Midtown South Project),to be dated the date of delivery thereof,
issued in the original aggregate principal amount of $7,405,000.
“Bond Bank Indenture” means the Trust Indenture, dated as of August1, 2017, by and between
the Bond Bank and Bond Bank Trustee, authorizing and securing the Bond Bank Bonds.
D-1-1
“Bond Bank Trustee” means The Huntington NationalBank, as trustee for the Bond Bank Bonds
pursuant to the terms of the Bond Bank Indenture.
“Business Day” means a day other than Saturday, Sunday, or day on which banking institutions
in the city in which the principal corporate trust office of the Trustee is located are required or authorized
by law to close or on which The New York Stock Exchange is closed.
“City” means City of Carmel, Indiana, a municipal corporation under the laws of the State of
Indiana.
“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 Reserve Fund 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 orinsured 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,
2018,with respect to theQualified Obligation.
D-1-2
“Lease” means, collectively,the Lease Agreement, dated as of March 23, 2016, as amendedand
supplementedby the Addendum to Lease Agreement, dated as of August 4, 2016,as further amended and
supplemented by the Second Addendum to Lease Agreement, to be dated as of August 8, 2017, 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 (2) multi-level parking garages located along 1Avenue SW and a
rd
public plaza facing the Monon Trail, all of which will be located near the intersection of 3
Street SW
st
and 1Avenue 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” meansthose investments in: (i) Governmental Obligations; (ii) other
investments permitted by Indiana Code 5-13, as amended from time to time; (iii) money market funds
(including any money market fund for which the Trustee or any affiliate of the Trustee provides services
for a fee) the assets of which are obligations or, or guaranteed by, the United States of America and which
funds are rated at the time of purchase “Aaa” or “Am-G” (or their equivalent) or higher by S&P; (iv)
deposits constituting an obligation of a bank, as defined by the Indiana Banking Act, Indiana Code 28-2,
as amended (including deposits offered by the Trustee and its affiliates), whose outstanding unsecured
long-term issuer is rated at the time of deposit in any of the three highest Rating Categories by any Rating
Agency, and (v) U.S. Dollar denominated deposit accounts, federal funds and banker's acceptances with
domestic banks whose short term certificates of deposit are rated on the date of the purchase in any of the
three highest rating categories by any rating agency and maturing no more than 360 days after the date of
the purchase.
“Qualified Obligation”means the Authority’s Taxable Lease Rental Bonds, Series 2017A
(Midtown South Project), issued inthe aggregate principal amount of $7,405,000pursuant to the
Authority Indenture. The Qualified Obligation is also referred to as the “2017ABonds” 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
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agencies then rates a Bond or any Bond Bank Bonds, the term “Rating Agency” or “Rating Agencies”
shall refer to any nationalrating agency (if any) that provides such rating.
“Rating Category” means one of the generic rating categories of the applicable Rating Agency,
without regard to any refinements or gradations of such generic rating category by numerical or other
modifier.
“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
Indentureor 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, the Qualified Obligation
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 shall be
payable (upon the giving of notice as required thereunder) on any due date on which moneys will be
required to be withdrawn from such reserve account in which such Credit Facility is deposited and
applied to the payment of the principal of or interest on any Bonds to which such Credit Facility relates.
“Reserve Fund Reimbursement Obligation” meansany obligation to reimburse the Credit
Provider of any Reserve Fund Credit Facility for any payment made under such Reserve Fund Credit
Facility or any other obligation to repay any amounts (including, but not limited to, fees or additional
interest) owing to the Credit Provider.
“Reserve Requirement” shall mean,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 theAuthority
Indenture.
“Special Tax Revenues” means the revenues derived the special benefits taxlevied by the
Commissionupon alltaxable 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.
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“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 Indentureand 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 areassigned 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 anAffidavit of
Completion isfiled with respect to the Midtown Projects, or any portion thereof financed with the
proceeds of a particular series of Bonds, the Trust Estate with respect to such series of Bonds shall
consist of only (i) the proceeds of such series of 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 Bonds in the supplemental indenture executed and delivered at
the time such series of Bonds are issued.
“Trustee” means The Huntington National Bank, as trustee under the Authority Indenture, and its
successor or successors in trust.
“2016D Authority Bonds” means the Authority’s Taxable Lease Rental Bonds, Series 2016D
(Midtown Phase 1A Projects), dated August 4, 2016, issued in the aggregate principal amount of
$10,890,000 pursuant to the Authority Indenture. The 2016D Authority Bonds arereferred to as the
“2016DBonds” under the terms of the Authority Indenture, and are secured by the Authority Indenture
and are payable from the Trust Estate, on parity with the pledge thereof to the Qualified Obligation.
“2017A Construction Account” shall mean the 2017A Construction Accountof the Construction
Fund established under the Authority Indenture.
“2017ADebt Service Reserve Agreement” means the Debt Service ReserveAgreement, to be
dated August 8, 2017, between the Authority and the 2017A Reserve Account Insurer.
“2017A Midtown Projects” shall mean the portion of theMidtownProjects to be financed with a
portion of the proceeds of the Qualified Obligation.
“2017A Reserve Account” shall mean the 2017A Reserve Accountcreated withinthe Debt
Service Reserve Fund.
“2017A Reserve Account Credit Facility” means the Reserve Fund Credit Facility provided by
the 2017A Reserve Account Insurerfor deposit into the 2017A Reserve Accountto satisfy the 2017A
Reserve Requirementwith respect thereto upon the commencement of the term of the Lease. The 2017A
Reserve Account Credit Facilityconstitutes a Reserve Fund Credit Facility (as such term is defined and
used in the AuthorityIndenture) at the time of issuance thereof.
“2017A Reserve Account Insurer” means Build America Mutual Assurance Company,aNew
York mutualinsurance company, or any successor thereto or assignee thereof. The 2017A Reserve
Account Insurerconstitutes a Credit Provider at the time of issuance of the 2017A Reserve Account
Credit Facility.
“2017A Reserve Requirement” shall mean an amount equal to the maximumannual principal and
interest requirements on the Qualified Obligation. At the time of issuanceof the Qualified Obligation, the
2017A Reserve Requirementmeans an amount equal to$505,788.41.
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APPENDIX D-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 expenses related
to the Bonds(the “Fixed Annual Rentals”).
At any time during the term of the Lease,the Leased Premisesmay be amended to add additional
property to the Leased Premisesor remove any portion of the Leased Premises;provided, however,
following such amendment, the rental payable under the Leaseshall be based on the value of the portion
of the Leased Premiseswhich is available for use, and the rental payments due under the Leaseshall be in
amounts sufficient to pay when due all principalof and interest on all outstanding Bonds, together with
administrative expenses related to the Bonds.
The term of the Leasewill commence on the date on which the Commission begins to make lease
rental payments thereunder and will end on the day priortoa date not more than twenty-five(25) years
thereafter. However, the term of the Leasewill 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
defeasanceof 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 the Lessor issued to finance theLeased Premises
remain outstanding at the time of such payment or defeasance.
The first lease rental payment for the Leased Premisesis due on the later ofJanuary 1, 2020, or
(ii) the date on which a portion of theLeased 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 to added 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 addendum to theLease.Rentals
under the Lease are to be paid by the Commission directly to the Trustee.
The Leasealso 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 Premisesand 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 toan account of the Debt Service Reserve
Fundto an amount equal to theapplicable 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
theDebt 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
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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 Premisesis taken under the exercise of the
power of eminent domain, so as to render it unfit, in whole or in part, for use or occupancy by the
Commission, it will then be the obligation the Authority to restore and rebuild that portion of the Leased
Premisesas promptly as may be done, unavoidable strikes and other causes beyond the control of the
Authority excepted; provided, however, that the Authority will not be obligated to expend on such
restoration or rebuilding more than the amount of the condemnation proceeds received by the Authority.
If any part of the Leased Premisesis partially or totally destroyed, or is taken under the exercise
of the power of eminent domain, so as to render it unfit, in whole or part, for use or occupancy by the
Commission, the rent will be abated for the period during which the Leased Premisesor such part thereof
is unfit or unavailable for use or occupancy, and the abatement will be in proportion to the percentage of
the Leased Premiseswhich 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 the Leased 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 Leasethe
Commission shall deliver the Leased Premisesto 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
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 atleast 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 orprofessional 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 Leased
Premises for a period of two (2) years against physical loss or damage of the type insured against pursuant
to the requirements of the precedingsentence.
During the full term of the Leasethe Commission will, at itsown expense, maintain combined
bodily injury insurance, including accidental death, and property damage insurance with respect to the
Leased Premisesin an amount not less than One Million Dollars ($1,000,000) on account of each
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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 failsto 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 Leaseas 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 Premisesto substantially the same condition as it
existed prior to the exercise of that power of eminent domain, or (ii) acquire, by construction or
otherwise, other improvements suitablefor the Commission’soperations on the Leased Premisesand
which are in furtherance of the purposes of the Act (the improvements shall be deemed a part of the
Leased Premisesand available for use and occupancy by the Lessee without the payment of any rent other
than as herein provided, to the same extent as if such other improvements were specifically described
herein and demised hereby). Any balance of the net proceeds of the award in such eminent domain
proceedings not required to be applied for the purposes specified in subsections (i) or (ii) above shall be
deposited in the sinking fund held by the Trustee under the Authority Indentureand applied to the
repayment of the series of Bonds secured by such Lease.
DEFAULTS
The Lease provides that, if theCommission defaults (a) in the payment of rentals or other sums
payable to the Authority under the Leaseor (b) in the observance of any other covenant, agreement or
condition thereof, and such default shall continue for ninety (90) days after written notice to correct the
same, then, in any or either of such events, the Authority may proceed to protect and enforce its rights by
suit or suits in equity or at law in any court of competent jurisdiction, whether for specific performance of
any covenant or agreement contained therein or for the enforcement of any other appropriate legal or
equitable remedy, or the Authority, at its option, without further notice, may terminate the estate and
interest of the Commission thereunder, and the Authority may resume possession of the 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
set forth in the respective Maintenance and Use Agreements (if any), given upon anyrental payment date
prior to the expiration of the Lease.
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OPTION TO PURCHASE
The Commission has the right and option, under the Leaseto purchase the Leased Premises, or
any portion thereof, on any date upon 60 days’ written notice to the Authority, at aprice 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 andunpaid 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 Premisesand has not exercised its option to renew the Leaseas described above, then, upon full
performance by the Commission of its obligations under the Leasethe Leased Premiseswill become the
absolute property of the Commission, and the Authority will execute the proper instruments conveying to
the Commission, or to any entity (including the City and any other party to the Maintenance and Use
Agreements) designated by the Commission, all of the Authority’s right, title and interest to the Leased
Premises, or such portion thereof.
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APPENDIX D-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 2017A Construction Account;
(ii)Sinking Fund;
(iii)Debt Service Reserve Fund, consisting of a 2017A Reserve Account;and
(iv)Operation Fund.
Deposit of Net Proceeds of Bonds, Revenues and Other Receipts.
With regard to the proceeds from thesale of the Qualified Obligation, the Authority shall be
deemed to have received an aggregate amount equal to $7,405,000 (which amount represents the par
amount of the Qualified Obligation). From the proceeds of the sale of the Qualified Obligation, the
Authority agrees that:
(i)$542,750.22of such amount shall be deemed to have been received by the Authority and
used for the purpose of paying the costs of issuance for the Qualified Obligation;
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 the Qualified Obligation(including the
underwriter’s discount with respect to the Bond Bank Bonds in the amount of $37,025,
and the premium for the 2017A Reserve Account Credit Facilityto be paid by the
underwriter for the Bond Bank Bonds directly to the 2017A Reserve Account Insurer, for
and on behalf of the Authority, in the amount of $15,932.33);
(ii)$612,249.78of 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
Obligationthrough January 15, 2020;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 the
interest to become due on the Bond Bank Bonds through January 15, 2020; and
(iii)$6,250,000of such amount, which represents the remainder thereof, shall be deposited in
the 2017A Construction Accountof 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.
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OPERATION OF FUNDS AND ACCOUNTS
2017A Construction Account.(a) The Trustee willdisburse funds held in the 2017A
Construction Accountto the Authority or its designee for the purpose of paying the costs of acquisition,
design, construction, inspection and/or equipping of the 2017A 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 2017A 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 2017A 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 2017A 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
Qualified Obligation, 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 2017A
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 2017A
Construction Accountwillbe 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 not subject 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 2017A 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 2017A Midtown Projectsexecuted by an
Authorized Representative of the Authority (or such other individuals as are designated in writingto the
Trustee by the Authority), the architect or engineer, and an Authorized Representative of the
Commission, to the effect that the 2017A Midtown Projectshavebeen substantially completed and are
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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 2017A 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 2017A Midtown
Projects, the Trustee willhold in the 2017A Construction Accountone 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 ofthe 2017A Construction Account, and willtransfer such remaining funds and any unobligated
balance of the 2017A Construction Account, and such other money designated by the Authorized
Representative to be retained in the 2017A Construction Accountto pay for costs anticipated with the
2017A Midtown Projectsto such other fund or account as directed, in writing, by an Authorized
Representative of the Authority. Any balance remaining in the 2017A Construction Accountafter
payment of all disputed claims andall other costs incurred in connection with the 2017A 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
2017A Construction Accountand all disbursements therefrom. If requested by an Authorized
Representative, the Trustee willfile copies of the records pertaining to the 2017A Construction Account
and all disbursements from such fund with the Authorized Representative making such request.
(e)In making disbursements from the 2017A 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 2017A Construction
Accountis properly applied, except as specifically provided in the Authority Indenture.
Sinking Fund.Pursuant to the Authority Indenture, interest to become due on the Qualified
Obligationthrough and including January 15, 2020, in an amount equal to $612,249.78, has been prepaid
by the Authority to the Bond Bank and such amount shall be credited to the Sinking Fund. The Trustee
will deposit into the Sinking Fund from each 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 inor credited tothe Sinking Fund on
a Lease rental payment date shall be credited against the rental amount then due from the Commission
under the 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 of the Bonds at maturity or
upon mandatory sinking fund redemption, and to pay the interest on the Bonds as the same falls due.
2017A Reserve Account.At the time of delivery of the Qualified Obligation, the Trustee will
deposit in the 2017A Reserve Accountan amount equal to the 2017A Reserve Requirement. The Trustee
will maintain the 2017A Reserve Accountand disburse the funds held in the 2017A Reserve Account
solely for the payment of interest on and principal of the Qualified Obligation, and only if moneys in the
Sinking Fund are insufficient to pay principal of and interest on the Qualified Obligationafter making all
the transfers thereto required to be made from the Operation Fund. If moneys in the 2017A Reserve
Accountare used to pay principal of or interest on the Qualified Obligation, the depletion of the balance
in the 2017A Reserve Accountwill be restored from rental payments under the Lease not needed for
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deposit into the Sinking Fund as required by the Authority Indenture. If moneys in the 2017A Reserve
Accountexceed the 2017A Reserve Requirement, such excess will be transferred at least semiannually to
the Sinking Fund.
Notwithstanding the foregoing, the Authority may satisfy the 2017A Reserve Requirementat any
time by purchasing a Reserve Fund Credit Facilityand causing such instrument to be deposited into the
2017A Reserve Accountfor the benefit of the holders of the Qualified Obligation. If such deposit causes
the 2017A Reserve Accountbalance to be equal to the 2017A Reserve Requirement, moneys in the
2017A Reserve Accountwhich cause its balance tobe in excess of the 2017A Reserve Requirementwill
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)
reinstatingthe maximum limits of such Reserve Fund Credit Facilityor (ii) depositingcash into the
2017A Reserve Account, or a combination of such alternatives, so that the balance of the 2017A Reserve
Accountequals the 2017A Reserve Requirement. The Trustee will include in the total amount held in the
2017A Reserve Accountan amount equal to the maximum principal amount which could be drawn by the
Trustee under any such Reserve Fund Credit Facilitythen on deposit with the Trustee. Amounts required
to be deposited in the 2017A Reserve Accountwill include any amount required to satisfy a Reserve Fund
Reimbursement Obligationfor any Reserve Fund Credit Facility. The Trustee is authorized to move the
amounts to satisfy anyReserve Fund Reimbursement Obligationto anyCredit Provider with respect to
any Reserve Fund Credit Facility.
In the event that the amount on deposit in the 2017A Reserve Accountis less than the 2017A
Reserve Requirement, the Trustee will give notice to the Authority and the Commission of such
deficiency, and the Authority will cause the Commission to take all steps necessary to levy and collect the
special benefits tax in an amount necessary to provide sufficient Special Tax Revenuesin order to pay the
Additional Rentals (as defined under the Lease) required to (i) restore the amount on deposit or credited
to the 2017A Reserve Accountto the 2017A Reserve Requirement, and (ii) pay any Reserve Fund
Reimbursement Obligationthat is due, or will become due pending the collection of the Special Tax
Revenues, and owing to any Credit Provider.
If the moneys in the 2017A Reserve Accountexceed the 2017A Reserve Requirement, the
Trustee will move the cash or Qualified Investments, in excess of that needed for amount therein to be
equal to the 2017A Reserve Requirement, from the 2017A Reserve Accountto the Sinking Fund,the
Operation Fundor such other fund or account, as directed by the Authority.
The Trustee will draw first on cash or Qualified Investments on deposit in the 2017A Reserve
Accountand then on the Reserve Fund Credit Facilityor Facilities, if any, in accordance with the terms
thereof.
Notwithstanding the foregoing, for so long as(i)the 2017A Reserve Account Credit Facility
remains in full force and effect, and (ii) the long-term debt obligations of the 2017A Reserve Account
Insurerare rated in one of the twohighest Rating Categories by a Rating Agency then rating the Qualified
Obligationor the Bond Bank Bonds;the prior written consent of the 2017A Reserve Account Insurerwill
be a condition precedent to the deposit of any Reserve Fund Credit Facility(other than the 2017A
Reserve Account Credit Facility) provided in lieu of a cash deposit into the 2017A Reserve Account.
Notwithstanding anything to the contrary set forth in the AuthorityIndenture, amounts on deposit in the
2017A Reserve Accountwillbe applied solely to the payment of debt service on the Qualified Obligation.
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Notwithstanding the foregoing, for so long as the 2017A Reserve Account Credit Facilityremains
in full force and effect, the following provisions willapply:
(1)The Authority willrepay any draws under the 2017A Reserve Account Credit
Facilityand pay all related reasonable expenses incurred by the 2017A Reserve Account Insurer. Interest
willaccrue and be payable on such draws and expenses from the date of payment by the 2017A Reserve
Account 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 5%; and
(ii) the then applicable highest rate of interest on the Qualified Obligation; and (b) the maximum rate
permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate willbe
computed on the basis of the actual number of days elapsed over a year of 360 days. In the event Chase
ceases to announce its Prime Rate publicly,thePrime Rate willbe the publicly announced prime or base
lending rate of such bank, banking association or trust company bank as the 2017A Reserve Account
Insurerin its sole and absolute 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 equalto one-twelfth (1/12)of the aggregate of
Policy Costs related to such draw.
Amounts in respect of Policy Costs paid to the 2017A Reserve Account 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 2017A Reserve Account Insureron account of principal due, the coverage
under the 2017A Reserve Account Credit Facilitywill be increased by a like amount, subject to the terms
of the 2017A Reserve Account CreditFacility.
All cash and investments in the 2017A Reserve Account,together with all other available
amounts in any fund established andheld under the Indenture and available to pay debt service on the
Qualified Obligation,willbe transferred to the Sinking Fund for payment of debt service on the Qualified
Obligationbefore any drawing may be made on the 2017A Reserve Account Credit Facilityor any other
Reserve Fund Credit Facility credited to the 2017A 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 2017A Reserve Account 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 2017A Reserve Account 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 2017A 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 2017A Reserve Account.
“Available Coverage” means the coverage then available for disbursement pursuant to the terms of the
applicable Reserve Fund Credit Facilities without regard 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 2017A Reserve Requirement.
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(2)Draws under the 2017A Reserve Account Credit Facilitymay only be used to
make payments on the Qualified Obligation.
(3)If the Authority failsto payany Policy Costs in accordance with the requirements
of clause (1) above, the 2017A Reserve Account 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 the Qualified Obligation; or (ii) remedies which would adversely affect owners of the Bonds.
(4)The Authority Indenturewillnot be discharged until all Policy Costs owing to
the 2017A Reserve Account Insurerhave been paid in full. The Authority’s obligation to pay such
amounts willexpressly survive payment in full of the Qualified Obligation.
(5)The 2017A Reserve Account Credit Facilityshall expire and terminate in
accordance with the terms and provisions of the 2017A Reserve Account Credit Facilityandthe 2017A
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(collectively, the
“Security Documents”) that requires the consent of the Owners of the Bonds or adverselyaffects the
rights or interest of the 2017A Reserve Account Insurershall be subject to theprior written consent of the
2017A Reserve Account Insurer.
(7)The 2017A Reserve Account 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 the Bonds.
(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 2017A Reserve Account Insurer, a security
interest (subordinate only to that of the owners of the Bonds) in the Trust Estate.Policy Costs shall be
paid to the 2017A Reserve Account Insurerimmediately following the payment of principal of and
interest on the Bonds,including following the occurrence of a default or event of default.
(10)The Trustee willascertain the necessity for a claim upon the 2017A Reserve
Account Credit Facilityand to provide notice to the 2017A Reserve Account Insurerin accordance with
the terms of the 2017A Reserve Account Credit Facilityat least five (5) business days prior to each date
upon which interest or principal is due on the Qualified Obligation.
(11)The Authority agrees unconditionally that it will pay or reimburse the2017A
Reserve Account Insureron demand any and all reasonable charges, fees, costs,losses, liabilities and
expenses that the 2017A Reserve Account Insurermay pay or incur,including, but not limited to, fees and
expenses of the 2017A Reserve Account Insurer’sagents, attorneys, accountants, consultants, appraisers
and auditors and reasonable costsof investigations, in connection with the administration (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 attributable to the time of employees of the2017A Reserve Account Insurerspent in
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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 semiannually, from the date that payment is first due to the2017A
Reserve Account Insureruntil the date the 2017A Reserve Account Insureris paid infull.
(12)Payments made by the 2017A Reserve Account Insurerunder the 2017A Reserve
Account Credit Facilitywith respect to claims for interest on or principal of theQualified Obligationshall
not discharge the obligation of the Authority with respect to suchQualified Obligation, and the 2017A
Reserve Account Insurershall become the owner of suchunpaid Qualified Obligationand claims for the
interest thereon. The Authority and the Trusteerecognize and agree that to the extent the 2017A Reserve
Account Insurermakes paymentsdirectly or indirectly (e.g., by paying through the Trustee), on account
of principal of orinterest on the Qualified Obligation, the 2017A Reserve Account Insurerwill be
subrogated to therights of such holders to receive the amount of such principal and interest from the
Authority, 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 timeis 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 thepresentation 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 Indentureto 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 basedon
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 oneor more Qualified
Investments (as defined in this appendix to the Official Statement). All funds will be invested by the
Trustee as directed by the Authority in writing in such Qualified Investments. During construction, all
investment earnings on all funds shall be deposited in the applicable account of the Construction Fund to
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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. Fundsinvested 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 terms and
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 Authority has the right, at its option, to redeem, according to the procedures providedunder
the Authority Indenture,the bonds of the Qualified Obligationmaturing on or after July 15,2027, in
whole orin part, in any order of maturity or maturities selected by the Authority and by lot within any
maturity, on any date not earlier than January15,2027, at face value, plus interest accrued to the date
fixed for redemption and without premium.
ADDITIONALBONDS
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 the Qualified Obligationand 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
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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 oran
independent financial advisor selected by the Authority supported by appropriate
calculations, stating that the Additional Bonds can be amortized, along with any other
Bondsthat are then outstanding under the 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 to the 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 Indentureand 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
Indentureand 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 Leaseit has requiredthe Commission to pay the amount of all taxes and
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assessments levied against the Leased Premisesor 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 Leasethe Trustee may, without obligation to inquire into the validity thereof, pay such tax,
assessment, or other charge, but without prejudice to the rights of the Trustee arising under the Authority
Indenturein 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 Premisesmight in any way be questioned. The Authority also covenants that it will faithfully
observe and comply with the terms of all applicable laws and ordinances of the State of Indiana and any
political or municipal subdivision thereof, relative to the 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 theend of each calendar year, file with the Trustee a certificate stating that all taxes then
due on the Leased Premiseshave been duly paid (unless the Authority, in good faith, contests any of said
taxes, in which event the facts concerning such contest must be set forth), that all insurance premiums
required by the terms of the Authority Indentureto 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 theLeased
Premisesor caused the Leased Premisesto be maintained in good working conditions for the uses for
which the Leased Premisesare intended, and will not dispose of the Leased Premisesexcept as permitted
by the Authority Indentureand the Lease.
Incurring Indebtedness.The Authority covenants that it will not incur any indebtedness, other
than the Qualified Obligation, 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 the Qualified Obligation. The Authority covenants that the proceeds of the
Qualified Obligation held in the 2017AConstruction Account of the Construction Fund shall be used for
the following purposes:
(First) The payment of the costs of issuing the Qualified Obligationand the cost of
acquisition or construction of the Leased Premises. The costs of construction shall include but
not be limited to the items set forth in the Authority Indenture.
(Second) After substantial completion of the 2017A Midtown Projects, any balance in
excess of (i) one hundred fifty percent (150%) of the amount of any disputed claims of
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contractors and work to be repaired, and (ii) such other amount designated by the Authorized
Representative to be retained in the 2017A Construction Accountto pay for costs anticipated with
the 2017A 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 2017A Midtown Projects, shall be transferred to such
other fund or accountas 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
Authority further covenants that, upon the receipt by the Trustee of the proceeds oftheQualified
Obligation, 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 2017A 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 pursuant to 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
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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 Leaseit will file a suit to mandate the
appropriation of sufficient funds from the sources provided in the Leaseand pursue any other remedy
permittedby 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 Leased Premises 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 for bodily 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 amountnot 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.
TheAuthority 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 Leased Premises 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 (ii) one hundred percent (100%) of the full
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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 Leased
Premises for a period of two (2) years against physical loss or damage of the type insured against under
the preceding paragraph; and
(c)Combined bodily injury 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 Leasewill be payable to the Trustee, andthe 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
Indenturemay be by blanket insurance policy or policies,upon the prior consent of the2016D Reserve
Fund Insurer and the2017A Reserve Account Insurer.A copy of such policies or certificateof 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 insurance
deposited with the Trustee, and, on or before May 1of 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 is taken by
exercise of eminent domain or is damaged or destroyed, the proceeds of such condemnation award or
insurance proceeds (other than rental value insurance received by the Trustee which represents lease
rental payments under the Lease) received by the 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
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commence to repair, replace or reconstruct the Leased Premises so condemned, damaged or destroyed
within ninety (90) days after any such condemnation, damage or destruction, or the Authority, having
commenced such repair, replacement or reconstruction, abandons or fails diligently to prosecute the same,
the Trustee may, in its discretion, make or complete such repairs, replacements or reconstructions, and if
it shall elect to do so, may enter upon said premises to any extentnecessary 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 of outstanding 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 Defaultand 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;
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(iii)Default in the performance or observance of any other of the covenants or agreements of
theAuthority in the Authority Indentureor the Bonds, and the continuance thereof for a
period of sixty (60) days after written notice thereof to the Authority by the Trustee;
(iv)The Authority: (a) admits in writing its inability to pay its debts generally as they
become due; (b) files a petition in bankruptcy; (c) makes an assignment for the benefit of
its creditors; or (d) consents to or fails to contest the appointment of a receiver or trustee
for itself or of the whole or any substantial part of the LeasedPremisesor 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 adjudged a bankrupt;
or (c) an order, judgment or decree is entered by any court of competent jurisdiction
appointing, without the consent of the Authority, a receiver or trustee of the Authority or
of the whole or any substantial part of the Leased Premisesor the lease rentals due under
the Leaseand any of the aforesaid adjudications, orders, judgments or decrees is not
vacated or set aside or stayed within sixty (60) days from the date of entry thereof;
(vi)Any judgment is recovered against the Authority or any attachment or other court process
issues that becomes or creates a lien upon any of its property, and such judgment,
attachment or court process is not discharged or effectually secured within sixty (60)
days;
(vii)The Authority files a petition under the provisions of the United States Bankruptcy Code,
or files answer seeking the relief provided in said Bankruptcy Code;
(viii)A court of competent jurisdiction enters an order, judgment or decree approving a
petition filed against the Authority under the provisions of said Bankruptcy Code, and
such judgment, order or decree is not vacated or set aside or stayed within one hundred
twenty (120) days from the date of the entry thereof;
(ix)Under the provisions of any other law now or hereafter existing for the relief or aid of
debtors, any court of competent jurisdiction assumes custody or control of the Authority
or of the whole or any substantial part of the Leased Premises, or the lease rentals due
under the Leaseand such custody or control is not terminated within one hundred twenty
(120) days from the date of assumption of such custody or control;
(x)Failure of the Authority to bring suit to mandate the Commission to pay lease rentals
provided in the Leaseor such other action to enforce the Leaseas is reasonably requested
by the Trustee, if such rental is more than sixty (60) days in default; or
(xi)The lease rental provided for in the Leaseis 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
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competent jurisdiction, whether for specific performance of any covenant or agreement contained in the
Authority Indentureor in aid of any power granted in the Authority Indenture, or for the enforcement of
any other appropriate legal or equitable remedy.
In the case of the happening of an event of default and the filing of judicial proceedings to
enforce the rights of the Trustee or the Registered Owners of the Bonds, the Trustee may appoint a
receiver for the lease rentals under the Leasepending the completion of such proceedings.
Application of Moneys. Any moneys received by the Trustee or any receiver or Bondholder
pursuant to any right or action under the Authority Indenture, together with any other amounts of cash
which may then be held by the Trustee as a part of the Trust Estate, shall be applied as follows:
(i)to the payment of all costs and expenses of any suit or suits to enforce the rights of the
Trustee or the Registered Owners of the Bonds;
(ii)to the payment of all other expenses of the trust created by the 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 Owneror 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 Indentureor 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 Indentureor 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 theAuthority
Indentureby 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
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any Registered Ownerof any Bond to receive payment of the principal of and interest on such Bond on or
after the respective due dates therein expressed, or to institute suit for the recovery of any such payment
on or after such respective dates, will not be impaired or affected without the consent of such Registered
Owner.
No recourse under or upon any obligation, covenant or agreement contained in the Authority
Indentureor in any Bond, or because of the creation of any indebtedness thereby secured, may be had
against any officer, member, employee or agent, past, present or future, of the Authority, either directly or
through the Authority, by the enforcement of any assessment or by any legal or equitable proceeding or
by virtue of any statute or otherwise.
SUPPLEMENTAL INDENTURES
The Authority and the Trustee may, without the consent of the Registered Owners of the Bonds
then outstanding, from time to time and at any time, enter into suchSupplemental 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 theTrustee, 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 Indentureadditional revenues,
properties or collateral; or
(iv)To modify, amend or supplement the Authority Indentureor 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
Indentureor any indenture supplemental hereto such other terms, conditions and
provisions as may be permitted by the Trust Indenture Act of 1939 or similar federal
statute; or
(v)To evidence the appointment of a separate or co-trustee or the succession of a new
Trustee hereunder or the succession of a new registrar and/or paying agent; or
(vi)To provide for the issuance of Additional Bonds 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
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particular, any of the terms or provisions contained in the Authority Indentureor 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
(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, the rights and obligations of the Authorityand 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 RegisteredOwners 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 Indentureby 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 the Authority, the Trustee will release the
Authority Indentureand 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 Indentureand 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 obligations have been deposited with it, cause a notice signed by the Trustee to be mailed to the
owners of such Bonds, setting forth (i) the date designated for the redemption of the Bonds, (ii) a
description of the obligations so held by it (iii) that the Registered Owners of such Bonds are entitled to
be paid principal and interest from such funds and income of such securities held by the Trustee and not
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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 Indenturehas been released.
If (1) cash, or (2) Government Obligations, which are noncallable by the issuer thereof, the
principal of and the interest on which when due without reinvestment will provide sufficient money, or
(3) a combination of cash and such Government Obligations, are held by the Trustee (or any paying
agent) in trust for the payment of the whole amount of the principal of and the interest upon the Bonds
under the provisions of the 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 Indentureby the
Authority, such Bonds shall not be deemed outstanding under the Authority Indentureand 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 presentedat the proper time and place for payment will be deemed to be fully paid
when due if the money necessary to discharge the principal amount thereof and all interest then accrued
and unpaid thereon is held by the Trustee or any paying agent when or before the same become due. The
Registered Ownerof any such Bond is not entitled to any interest thereon after the maturity thereof nor to
any interest upon money so held by the Trustee or any paying agent.
DMS 10567298v3
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APPENDIX E
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 8, 2017
The City of Carmel Local Public
Improvement Bond Bank
Carmel, Indiana
Re:The City of Carmel Local Public Improvement Bond Bank
Taxable Special Program Bonds, Series 2017A(Midtown SouthProject)
Ladies and Gentlemen:
We have acted as bond counsel to The City of Carmel Local Public Improvement Bond
Bank (the “Issuer”) in connection with the issuance by the Issuer of its bonds designated as The
City of Carmel Local Public Improvement Bond Bank Taxable Special Program Bonds, Series
2017A(Midtown South Project), dated August 8, 2017(the “Bonds”), in the aggregate principal
amount of $7,405,000, pursuant to: (a) Indiana Code 5-1.4, as amended; (b) a resolution adopted
by the Board of Directors of the Issuer on May 18, 2017; and (c) a Trust Indenture, dated as of
August1, 2017(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
officials furnished to us, and certifications, representations and other information furnished to us
by or on behalf of the Issuer and the Series 2017AQualified Entity(as defined in the Indenture)
and others without undertaking to verify the same by independent investigation. We have relied
upon the report of H.J. Umbaugh & Associates, Certified Public Accountants, Indianapolis,
Indiana, independent certified public accountants, dated the date hereof, as to the matters 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.
The City of Carmel Local Public
Improvement Bond Bank
August 8, 2017
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.
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 20, 2017, or any other offering material relating to
the Bonds, and we express no opinion relating thereto.
We express no opinion regarding any tax consequences arising with respect to the Bonds,
other than as expressly set forth herein.
With respect to the enforceability of any document or instrument, this opinion is subject to
the qualifications that: (i) the enforceability of such document or instrument may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance and
similar laws relating to or affecting the enforcement of creditors’ rights; (ii) the enforceability of
equitable rights and remedies provided for in such document or instrument is subject to judicial
discretion, and the enforceability of such document or instrument may be limited by 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, thatin 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 givenonly as of the date hereof, and we assume no obligation to revise or
supplement this opinion to reflect any facts or circumstances that may hereafter come to our
attention or any changes in law that may hereafter occur.
Very truly yours,
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APPENDIX F
CONTINUING DISCLOSURE UNDERTAKING AGREEMENT
th
This Continuing Disclosure Undertaking Agreement (this “Agreement”) is made this 8
day of August, 2017, 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 2017A (Midtown South Projects) (the
“Bonds”), in the original aggregate principal amount of $7,405,000, pursuant to a Trust
Indenture, dated as of August 1, 2017 (the “Indenture”), by and between the Issuer and The
Huntington National Bank, as trustee; and
WHEREAS, Mesirow Financial, Inc. (the “Underwriter”) is, in connection with an
offering of the Bonds directly or indirectly by or on behalf of the Issuer, purchasing the Bonds
from the Issuer and selling the Bonds to certain purchasers, pursuant to a Bond Purchase
Agreement, dated July 20, 2017, among the Issuer, the City, acting on behalf of the Qualified
Entity (as defined in the Indenture) and the Underwriter; 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) shallnot purchase or sell municipal securities in connection with an
Offering (as defined in the Rule) unless the Participating Underwriter has reasonably determined
that an issuer of municipal securities (as defined in the Rule) or an obligated person (as defined
in the Rule) for whom financial or operating data is presented in the final official statement (as
defined in the Rule) has undertaken, either individually or in combination with other issuers of
such municipal securities or obligated persons, in a written agreement or contract for the benefit
of holders of such securities, to provide certain information; and
WHEREAS, the City desires to enter into this Agreement in order to assist the
Underwriter 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 City contained herein;
NOW, THEREFORE, in consideration of the Underwriter’s and any Promisee’s payment
for and acceptance of any Bonds, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the City hereby promises to each Promisee as
follows:
Section 1.Definitions. The terms defined herein, including the terms defined above
and in this Section 1, shall have the meanings herein specified unless the context or use clearly
indicates another or different meaning or intent. Any terms defined in the Rule, but not
otherwise defined herein, shall have the meanings specified in the Rule unless the context or use
clearly indicates another or different meaning or intent.
(a)“Bond” shall mean any of the Bonds.
(b)“Bondholder” shall mean any registered or beneficial owner or holder of
any Bond.
(c)“City” shall mean the City of Carmel, Indiana.
(d)“Dissemination Agent” initially means the City, and thereafter any
successor Dissemination Agent designated in writing by the City, including any indenture
trustee, registrar or other designated agent, and which has filed with the Citya written
acceptance of such designation.
(e)“EMMA” means the Electronic Municipal Market Access system operated
by the MSRB, accessible at http://emma.msrb.org/default.aspx.
(f)“Final Official Statement”shall mean the Final Official Statement dated
July 20, 2017, relating to the Bonds, including any document included therein by specific
reference which has been previously provided to the MSRB through EMMA.
(g)“Fiscal Year” of any person shall mean any period from time to time
adopted by such person as its fiscal year for accounting purposes.
(h)“MSRB” shall mean the Municipal Securities Rulemaking Board.
(i)“Obligated Person” 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 Issuer to the Underwriter 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, redemption or otherwise, or (b) the date of defeasance of the Bonds in
accordance with the terms of the Indenture.
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Section 3.Obligated Person. The City hereby represents and warrants that, as of the
date hereof:
(a)The only Obligated Person with respect to the Bonds is the City, which is
acting on behalf 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 indirectly through 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,
2017, 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 accountantsand 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
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determination of materiality shall be made by the City in accordance with the
standards established by federal securities laws):
(A)Non-payment related defaults;
(B)Modifications to rights of Bondholders;
(C)Bond calls (other than mandatory, scheduled redemptions,
not otherwise contingent upon the occurrence of an event, the terms of
which redemptions are set forth in detail in the Final Official Statement);
(D)Release, substitution or sale of property securing repayment
of the Bonds;
(E)The consummation of a merger, consolidation, or
acquisition, or certain asset sales, involving the obligated person, or entry
into or termination of a definitive agreement relating to the foregoing; and
(F)Appointment of a successor or additional trustee or the
change of name of a trustee;
(iv)Within ten(10) business days of the occurrence thereof, notice of
any of the following events with respect to the Bonds, regardless of materiality:
(A)Principal and interest payment delinquencies;
(B)Unscheduled draws on debt service reserves reflecting
financial difficulties;
(C)Unscheduled draws on credit enhancements reflecting
financial difficulties;
(D)Substitution of credit or liquidity providers, or their failure
to perform;
(E)Adverse tax opinions or events affecting the tax status 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
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(J)Bankruptcy, insolvency, receivership or similar events of
any Obligated Person; and
(v)In a timely manner, notice of a failure of the City to provide
required Annual Financial Information or audited financial statements, on or
before the date specified in this Agreement.
(b)Any financial statements of the City provided 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 Agreement shall 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 D
hereto.
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
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terminate, if and when each of the Redevelopment Commission and the 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 City under this Agreement, such obligations create a duty in the City to each
Bondholder to perform such obligations, and each Bondholder shall have the right to enforce
such duty.
Section 8.Limitation of Rights. Nothing expressed or implied in this Agreement is
intended to give, or shall give, to the Underwriter, 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. ThisAgreement and the
rights and obligations hereunder are intended to be, and shall be, for the sole and exclusive
benefit of the City, each Promisee and each Bondholder.
Section 9.Remedies.
(a)The sole and exclusive remedy for any breach or violation by the City of
any obligation of the City under this Agreement shall be the remedy of specific
performance by the City of 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 theCity of any obligation of the City under this Agreement, except the remedy of
specific performance by the City of such obligation.
(b)No breach or violation by the City of any obligation of the City under this
Agreement shall constitute a breach or violationof or default under the Bonds, the
Indenture, the Qualified Obligation (as defined in the 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 theCity 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
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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 City
agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and
agents, harmless against any loss, expense and liabilities which it may incur arising out of or in
the exercise of performance of its powers and duties hereunder, including the costs and expenses
(including reasonable attorneys’ fees) of defending against any claim of liability, but excluding
liabilities due to the Dissemination Agent’s gross negligence or willful misconduct. The
obligations of the City under this Section shall survive removal of the Dissemination Agent and
payment of the Bonds.
Section 13.Communications. Any information, datum, statement, notice, certificate
or other communication required or permitted to be provided, delivered or otherwise given
hereunder by any person to any other person shall be in writing and, if such other person is the
City, shall be provided, delivered on otherwise given to the City at 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
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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.
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 Citymay 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 assist the City), except that the Citymay assign any of its rights or delegate any of such
obligations to any entity (a) into which the Citymerges, 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 failure by 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 such breach 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.
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Section 23.Rule. This Agreement is intended to be an agreement or contract in which
the City has 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.
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IN WITNESS WHEREOF, the City of Carmel, Indiana, has caused this Agreement to be
executed on the date first above written.
CITY OF CARMEL, INDIANA
By:
James Brainard, Mayor
ATTEST:
Christine S. Pauley, Clerk-Treasurer
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EXHIBIT A
$7,405,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2017A
(MIDTOWN SOUTH PROJECTS)
ANNUAL FINANCIAL INFORMATION
The undersigned, on behalf of the City of Carmel, Indiana (the “City”), pursuant to
Section 4(a)(i) ofthe Continuing Disclosure Undertaking Agreement, dated August 8, 2017 (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 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:
F-11
EXHIBIT B
$7,405,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2017A
(MIDTOWN SOUTH 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 8, 2017 (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:
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EXHIBIT C
$7,405,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2017A
(MIDTOWN SOUTH PROJECTS)
NOTICE OF MATERIAL EVENT
The undersigned, on behalf of the City of Carmel, Indiana (the “City”), pursuant to
Section 4(a)\[(iii)\]\[(iv)\] of the Continuing Disclosure Undertaking Agreement, dated August 8,
2017 (the “Agreement”), from the City to each registered owner or holder of any of the above-
captioned bonds, hereby certifies to you that attached hereto is a notice of the occurrence of a
material event with respect to the above-captioned bonds, which notice is hereby provided to you
in accordance with Section 4(a)\[(iii)\]\[(iv)\] of the Agreement.
CITY OF CARMEL, INDIANA
By:
Printed:
Title:
Date:
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EXHIBIT D
$7,405,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2017A
(MIDTOWN SOUTH 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 8, 2017 (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:
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