Special Program Bonds, Series 2017B-1, C-1 and C-2
NEW ISSUE Rating: S&P Global Ratings “AA”
Book-Entry-Only
This Final Official Statement is dated November 15, 2017
In the opinion of Barnes & Thornburg LLP, Indianapolis, Indiana (“Bond Counsel”), under existing laws, interest on the 2017B-1 Bonds (as hereinafter
defined) is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended and in
effect on the date of issuance of the 2017B-1 Bonds (the “Code”). Interest on the 2017C-1 Bonds (as hereinafter defined) and the 2017C-2 Bonds (as
hereinafter defined) is not excludable from gross income for federal income tax purposes. In the opinion of Bond Counsel, under existing laws, interest on
the Bonds (as hereinafter defined) is exempt from income taxation in the State of Indiana, except for the financial institutions tax. See “TAX MATTERS”
and Appendix F herein. The 2017B-1 Bonds are not “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code.
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
Carmel, Indiana
$32,495,000 SPECIAL PROGRAM BONDS, SERIES 2017B-1
$815,000 TAXABLE SPECIAL PROGRAM BONDS, SERIES 2017C-1
$16,600,000 TAXABLE SPECIAL PROGRAM BONDS, SERIES 2017C-2
Original Date: Date of Delivery (December 14, 2017) Due: January 15 and July 15, as shown on inside cover page
The City of Carmel Local Public Improvement Bond Bank (the “Bond Bank”) is issuing $32,495,000 of its Special Program Bonds, Series 2017B-1 (the
“2017B-1 Bonds”), $815,000 of its Taxable Special Program Bonds, Series 2017C-1 (the “2017C-1 Bonds”) and $16,600,000 of its Taxable Special Program
Bonds, Series 2017C-2 (the “2017C-2 Bonds” and, together with the 2017B-1 Bonds and the 2017C-1 Bonds, the “Bonds”) for the purpose of providing
funds to (a) purchase the Qualified Obligations, as further described and defined herein, and (b) pay the costs of issuance of the Bonds, together with certain
related expenses. A portion of the purchase price of the Qualified Obligations will be retained by the Bond Bank and applied to the payment of capitalized
interest on the Bonds and costs of issuance of the Qualified Obligations, together with certain related expenses, all as more fully described herein.
The Bonds are authorized by a resolution adopted by the Board of Directors of the Bond Bank on October 30, 2017, and are issued under and secured by
the Trust Indenture dated as of December 1, 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 City of Carmel Redevelopment Authority (the “Authority” or the “Qualified Entity”)
will deliver its Qualified Obligations to the Bond Bank, pursuant to the terms of separate purchase agreements with the Bond Bank setting forth the definitive
terms and conditions of the purchase of the respective Qualified Obligations.
The Bond Bank is also issuing $24,000,000 of its Special Program Bonds, Series 2017B-2 (the “2017B-2 Bonds”) for the purpose of providing funds to (a)
purchase Qualified Obligation 2, as further described and defined herein, and (b) pay the costs of issuance of the 2017B-2 Bonds, together with certain
related expenses. The 2017B-2 Bonds will be issued under and secured by the Bond Bank Indenture on parity with the Bonds. It is anticipated that the
2017B-2 Bonds will be delivered to the purchaser thereof simultaneously with the delivery of the Bonds. The Bond Bank sold the 2017B-2 Bonds in a
private placement, through the use of a placement agent, and therefore the 2017B-2 Bonds are NOT included in this public offering or otherwise described
in this Official Statement.
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 Entity with respect to the Qualified
Obligations. The Bonds do not constitute a debt, liability, loan of the credit or pledge of the faith and credit of the State of Indiana (the “State”) or any
political subdivision thereof, including the Qualified Entity, under the constitution and laws of the State or a pledge of the faith, credit and taxing power of
the City of Carmel, Indiana (the “City”), the State or any political subdivision thereof, including the Qualified Entity. The sources of payment of, and
security for, the Bonds are more fully described herein. The Bond Bank has no taxing power. The Bond Bank will not maintain a debt service reserve fund
for the Bonds and the provisions of Indiana Code § 5-1.4-5, as amended, will not apply to the Bonds.
The Bonds are secured by debt service payments on the Qualified Obligations. The payments on the Qualified Obligations have been structured to be
sufficient to pay the principal of and interest on the Bonds when due. The Qualified Obligations are payable from lease rental payments, which lease
rental paymentsare secured by and payable from a special benefits tax (a form of ad valorem property tax) levied on all taxable property within
the Carmel Redevelopment District (the “Redevelopment District”). The boundaries of the City and the Redevelopment District are coterminous. In
addition, the City LIT Revenues (as further defined herein) have been pledged to the payment of the LIT Lease Rental payments on parity with the
Outstanding LIT Obligations (defined herein), which will be used to pay Qualified Obligations 1, 2 and 3. See “SECURITIES BEING OFFERED” herein
for a more detailed description for the security and expected sources of payment for each of the Qualified Obligations.
The Bonds are subject to redemption prior to maturity as described herein. See “THE BONDS—Redemption Provisions” herein.
The Bonds will 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 Bonds will 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 Bonds will be payable semiannually on January 15 and July 15 of each year, beginning July 15, 2018. Principal
and interest will be disbursed on behalf of the Bond Bank by the Trustee. Interest on the Bonds will 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 Bonds shall 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 Bonds will be paid directly to DTC
by the Trustee so 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 Bonds will be the responsibility of the Direct Participants and the Indirect Participants. See “THE BONDS-Book-Entry-Only System.”
J.J.B. HILLIARD, W.L. LYONS, LLC
Series 2017B-1 Co Manager
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.
2017B-1 BONDS
MATURITY SCHEDULE
(Base CUSIP* 143287
Interest Interest
Maturity
PrincipalRate Yield CUSIP Maturity PrincipalRate Yield CUSIP
July 15, 2019 $160,000 5.000% 1.380% FK1 January 15, 2024 $210,000 5.000% 1.880% FU9
January 15, 2020 170,000 5.000% 1.400% FL9 July 15, 2024 225,000 5.000% 1.930% FV7
July 15, 2020 180,000 5.000% 1.450% FM7 January 15, 2025 230,000 5.000% 2.010% FW5
January 15, 2021 175,000 5.000% 1.530% FN5 July 15, 2025 235,000 5.000% 2.070% FX3
July 15, 2021 180,000 5.000% 1.580% FP0 January 15, 2026 240,000 5.000% 2.110% FY1
January 15, 2022 190,000 5.000% 1.620% FQ8 July 15, 2026 250,000 5.000% 2.170% FZ8
July 15, 2022 195,000 5.000% 1.680% FR6 January 15, 2027 255,000 5.000% 2.270% GA2
January 15, 2023 200,000 5.000% 1.780% FS4 July 15, 2027 545,000 5.000% 2.320% GB0
July 15, 2023 205,000 5.000% 1.840% FT2 January 15, 2028 550,000 5.000% 2.330%**GC8
Term Bonds
$1,750,000 of Term Bonds at 5.000% due January 15, 2029, Yield 2.410%**, CUSIP GD6
$1,840,000 of Term Bonds at 5.000% due January 15, 2030, Yield 2.500%**, CUSIP GE4
$1,950,000 of Term Bonds at 5.000% due January 15, 2031, Yield 2.590%**, CUSIP GF1
$3,060,000 of Term Bonds at 5.000% due January 15, 2032, Yield 2.640%**, CUSIP GG9
$3,195,000 of Term Bonds at 3.000% due January 15, 2033, Yield 3.150%, CUSIP GH7
$3,310,000 of Term Bonds at 4.000% due January 15, 2034, Yield 3.050%**, CUSIP GJ3
$3,440,000 of Term Bonds at 4.000% due January 15, 2035, Yield 3.100%**, CUSIP GK0
$3,570,000 of Term Bonds at 3.125% due January 15, 2036, Yield 3.290%, CUSIP GL8
$5,985,000 of Term Bonds at 4.000% due July 15, 2037, Yield 3.170%**, CUSIP GM6
** Yield to the first call date of July 15, 2027.
2017C-1 BONDS
MATURITY SCHEDULE
(Base CUSIP* 143287)
Interest Interest
Maturity PrincipalRate Yield CUSIP Maturity PrincipalRate Yield CUSIP
July 15, 2018 $35,000 2.006% 2.006% DV9 July 15, 2023 $45,000 2.698% 2.698% EF3
January 15, 2019 40,000 2.142% 2.142% DW7 January 15, 2024 45,000 2.780% 2.780% EG1
July 15, 2019 40,000 2.192% 2.192% DX5 July 15, 2024 45,000 2.830% 2.830% EH9
January 15, 2020 40,000 2.256% 2.256% DY3 January 15, 2025 45,000 2.900% 2.900% EJ5
July 15, 2020 40,000 2.306% 2.306% DZ0 July 15, 2025 45,000 2.950% 2.950% EK2
January 15, 2021 40,000 2.406% 2.406% EA4 January 15, 2026 45,000 3.050% 3.050% EL0
July 15, 2021 40,000 2.456% 2.456% EB2 July 15, 2026 45,000 3.100% 3.100% EM8
January 15, 2022 45,000 2.548% 2.548% EC0 January 15, 2027 40,000 3.150% 3.150% EN6
July 15, 2022 45,000 2.598% 2.598% ED8 July 15, 2027 50,000 3.200% 3.200% EP1
January 15, 2023 45,000 2.648% 2.648% EE6
* Copyright 2017 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.
2017C-2 BONDS
MATURITY SCHEDULE
(Base CUSIP* 143287)
Interest Interest
Maturity PrincipalRate Yield CUSIP Maturity PrincipalRate Yield CUSIP
January 15, 2023 $395,000 2.648% 2.648% ER7 January 15, 2026 $385,000 3.000% 3.050% EX4
July 15, 2023 445,000 2.698% 2.698% ES5 July 15, 2026 350,000 3.100% 3.100% EY2
January 15, 2024 440,000 2.780% 2.780% ET3 January 15, 2027 345,000 3.150% 3.150% EZ9
July 15, 2024 430,000 2.830% 2.830% EU0 July 15, 2027 345,000 3.200% 3.200% FA3
January 15, 2025 425,000 2.900% 2.900% EV8 January 15, 2028 345,000 3.300% 3.300% FB1
July 15, 2025 390,000 2.950% 2.950% EW6
Term Bonds
$3,000,000 of Term Bonds at 2.100% due July 15, 2022, Yield 2.200%, CUSIP EQ9
$1,540,000 of Term Bonds at 3.350% due January 15, 2029, Yield 3.350%, CUSIP FC9
$1,280,000 of Term Bonds at 3.450% due January 15, 2030, Yield 3.450%, CUSIP FD7
$1,870,000 of Term Bonds at 3.550% due January 15, 2031, Yield 3.550%, CUSIP FE5
$1,940,000 of Term Bonds at 3.600% due January 15, 2032, Yield 3.600%, CUSIP FF2
$570,000 of Term Bonds at 3.650% due January 15, 2033, Yield 3.650%, CUSIP FG0
$1,085,000 of Term Bonds at 3.700% due January 15, 2034, Yield 3.700%, CUSIP FH8
$1,020,000 of Term Bonds at 3.750% due January 15, 2035, Yield 3.750%, CUSIP FJ4
* Copyright 2017 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.
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The Bonds are being offered for delivery when, as and if issued and received by the Underwriters and subject to the
approval of legality by Barnes & Thornburg LLP, Indianapolis, Indiana. Certain legal matters will be passed on for
the City by Douglas C. Haney as Corporation Counsel for the City, for the Authority by its counsel Barnes &
Thornburg LLP, Indianapolis, Indiana, for the City of Carmel Redevelopment Commission by its counsel Wallack
Somers & Haas, P.C., Indianapolis, Indiana, and for the Underwriters by their counsel, Faegre Baker Daniels LLP,
Indianapolis, Indiana. Certain items will be passed on by Barnes & Thornburg LLP, Indianapolis, Indiana, as special
counsel to the Bond Bank. The Bonds are expected to be available for delivery via the FAST System of DTC in
Indianapolis, Indiana, on December 14, 2017.
IN CONNECTION WITH THIS OFFERING THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED
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 Bank or the Underwriters to give any
information or to make any representations, other than those contained in this Official Statement, in connection with
the offering of the Bonds, and, if given or made, such other information or representations must not be relied upon as
having been authorized by the Bond Bank or the Underwriters. This Official Statement does not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of the securities described herein by any person in
any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set
forth herein has been obtained from the Bond Bank officials, City officials, and other sources which are believed to
be reliable, but it is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein
are subject to change without notice and neither the delivery of this Official Statement nor any sale of the securities
described herein shall, under any circumstances, create any implication that there has been no change in the
information presented herein since the date hereof. However, upon delivery of the Bonds, it is anticipated that the
Bond Bank will provide a certificate stating that there have been no material changes in the information contained in
this Official Statement since the date hereof.
THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS
OFFICIAL STATEMENT: THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS
OFFICIAL STATEMENT IN ACCORDANCE WITH AND AS PART OF THEIR RESPECTIVE
RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE
FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITERS DO NOT
GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE BONDS OR PASSED UPON THE ADEQUACY
OR ACCURACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES HERETO, CONTAINS STATEMENTS
WHICH SHOULD BE CONSIDERED “FORWARD-LOOKING STATEMENTS,” MEANING THEY
REFER TO POSSIBLE FUTURE EVENTS OR CONDITIONS. SUCH STATEMENTS ARE GENERALLY
IDENTIFIABLE BY THE WORDS SUCH AS “PLAN,” “EXPECT,” “ESTIMATE,” “BUDGET,” OR
SIMILAR WORDS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS
CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVES KNOWN AND UNKNOWN
RISKS, UNCERTAINTIES, AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS,
PERFORMANCE, OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY
FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. POTENTIAL INVESTORS SHOULD NOT PLACE UNDUE
RELIANCE ON FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS
ARE MADE AS OF THE DATE OF THIS OFFICIAL STATEMENT. THE BOND BANK HAS NOT
ASSUMED ANY OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.
WHILE THE BOND BANK HAS NO REASON TO BELIEVE THAT THE ASSUMPTIONS THAT HAVE
BEEN USED IN THESE FORWARD-LOOKING STATEMENTS ARE NOT REASONABLE, THESE
ASSUMPTIONS INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
ECONOMIC, COMPETITIVE, AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND
FUTURE LEGAL AND REGULATORY CIRCUMSTANCES AND CONDITIONS, ALL OF WHICH ARE
DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND
THE CONTROL OF THE BOND BANK. AS A RESULT, ACTUAL RESULTS WILL UNDOUBTEDLY
DIFFER, AND MAY DIFFER MATERIALLY, FROM THOSE DISCUSSED IN SUCH FORWARD-
LOOKING STATEMENTS. THE BOND BANK DOES NOT EXPECT OR INTEND TO ISSUE ANY
UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS
EXPECTATIONS OR CHANGES, OR EVENTS, CONDITIONS, OR CIRCUMSTANCES ON WHICH
SUCH STATEMENTS ARE BASED, OCCUR.
The order and placement of material in this Official Statement including the Appendices, are not to be deemed a
determination of relevance, materiality or importance, and this Official Statement, including the cover page and
Appendices, must be considered in its entirety.
In making an investment decision, investors must rely on their own examination of the information presented in this
Official Statement concerning the Bonds, Bond Bank, Qualified Entity, Qualified Obligations and the terms of the
offering, including the merits and risks involved. These Securities have not been recommended by any federal or state
securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy
or determined the adequacy of this document. Any representations to the contrary is a criminal offense.
____________________
TABLE OF CONTENTS
Page(s)
Introduction to the Official Statement ..................................................................................................................... 1
Sources and Uses of Funds ............................................................................................................................... 6
Schedule of Amortization $32,495,000 Principal Amount of
The City of Carmel Local Public Improvement Bond Bank
Special Program Bonds, Series 2017B-1 ...................................................................................................... 7
Schedule of Amortization $815,000 Principal Amount of
The City of Carmel Local Public Improvement Bond Bank
Taxable Special Program Bonds, Series 2017C-1 ........................................................................................ 8
Schedule of Amortization $16,600,000 Principal Amount of
The City of Carmel Local Public Improvement Bond Bank
Taxable Special Program Bonds, Series 2017C-2 ........................................................................................ 9
Securities Being Offered
Authorization and Approval Process of the Bonds ......................................................................................... 10
Security and Sources of Payment of the Bonds .............................................................................................. 10
The Qualified Entity and the Qualified Obligations ....................................................................................... 10
Qualified Obligations of the Carmel Redevelopment Authority .................................................................... 10
Municipal Bond Debt Service Reserve Insurance Policy ............................................................................... 14
Enforcement of the Qualified Obligations ...................................................................................................... 15
Funds and Accounts ....................................................................................................................................... 16
Risks to Bondholders ...................................................................................................................................... 16
Investment of Funds ....................................................................................................................................... 18
The Bonds
Interest Calculation ......................................................................................................................................... 18
Redemption Provisions ................................................................................................................................... 18
Book-Entry-Only System ............................................................................................................................... 21
Procedures for Property Assessment, Tax Levy and Collection ............................................................................ 22
Circuit Breaker Tax Credit .................................................................................................................................... 25
Continuing Disclosure ........................................................................................................................................... 27
Bond Rating........................................................................................................................................................... 28
Underwriting.......................................................................................................................................................... 29
FinancialAdvisor .................................................................................................................................................. 29
LegislativeProposals ............................................................................................................................................. 30
Tax Matters ............................................................................................................................................................ 30
Original Issue Discount ......................................................................................................................................... 31
Amortizable Bond Premium .................................................................................................................................. 31
Litigation ............................................................................................................................................................... 32
Certain Legal Matters ............................................................................................................................................ 32
Legal Opinions and Enforceability of Remedies ................................................................................................... 32
Appendices:
A General Information
B Accounting Report
C Summary of Certain Provisions of the Bond Bank Indenture
D Summary of Certain Legal Documents Related to Qualified Obligations 1, 2 and 3
E Summary of Certain Legal Documents Related to Qualified Obligation 4
F Form of Opinion of Bond Counsel
G Form 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 projects and bond issues
are:
Bond Bank
Board of Directors
Anna Stout, Chair
Jarvis Jointer, Vice-Chair
Frank Abercrombie
James Eibel
John Schuler
Bond Bank Executive Director &
City Clerk-Treasurer
Christine S. Pauley
Redevelopment Authority Redevelopment Commission
Mayor
Robert Bush, President William Hammer, President
John Getz, Secretary/Treasurer Honorable James C. Brainard David C. Bowers, Vice-President
Bill Brooks
Common Council Adam Campagna
Michael Kerschner
Sue Finkam, President
Jeff Worrell
Kevin Rider, Vice-President
Laura Campbell
Ron Carter
Anthony Green
Bruce Kimball
Jeff Worrell
Interim
Redevelopment Commission
Executive Director
Henry Mestetsky
City Engineer
Jeremy Kashman
Corporation Counsel
Douglas C. Haney
Bond Counsel Financial Advisor Redevelopment Commission Counsel
Bruce D. Donaldson Loren M. Matthes Karl P. Haas
Barnes & Thornburg LLP Heidi L. Amspaugh Wallack Somers & Haas, P.C.
11 South Meridian Street H.J. Umbaugh & Associates One Indiana Square, Suite 2300
Indianapolis, Indiana 46204 Certified Public Accountants, LLP Indianapolis, Indiana 46204
8365 Keystone Crossing, Suite 300
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
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
Carmel, Indiana
$32,495,000 SPECIAL PROGRAM BONDS, SERIES 2017B-1
$815,000 TAXABLE SPECIAL PROGRAM BONDS, SERIES 2017C-1
$16,600,000 TAXABLE SPECIAL PROGRAM BONDS, SERIES 2017C-2
INTRODUCTION TO THE OFFICIAL STATEMENT
The City of Carmel Local Public Improvement Bond Bank (the “Bond Bank”) is issuing $32,495,000 of its Special
Program Bonds, Series 2017B-1 (the “2017B-1 Bonds”), $815,000 of its Taxable Special Program Bonds, Series
2017C-1 (the “2017C-1 Bonds”) and $16,600,000 of its Taxable Special Program Bonds, Series 2017C-2 (the “2017C-
2 Bonds” and, together with the 2017B-1 Bonds and the 2017C-1 Bonds, the “Bonds”).
The Bond Bank is also issuing $24,000,000 of its Special Program Bonds, Series 2017B-2 (the “2017B-2 Bonds”) for
the purpose of providing funds to (a) purchase Qualified Obligation 2, as further described and defined herein, and (b)
pay the costs of issuance of the 2017B-2 Bonds, together with certain related expenses. The 2017B-2 Bonds will be
issued under and secured by the Bond Bank Indenture on parity with the Bonds. The 2017B-2 Bonds will be delivered
to the purchaser thereof simultaneously with the delivery of the Bonds. The Bond Bank sold the 2017B-2 Bonds in a
private placement, through the use of a placement agent, and therefore the 2017B-2 Bonds are NOT included in this
public offering or otherwise described in this Official Statement.
T HE B OND B ANK
Indiana Code § 5-1.4 establishes an individual bond bank for each city of second class stature within the State of
Indiana (the “State”). The Common Council of the City of Carmel, Indiana (the “City”) adopted an ordinance declaring
the City as a city of second class stature pursuant to Indiana Code § 36-4-1-1.1 on January 4, 2016. The Bond Bank
is a body corporate and politic and an instrumentality of the City, but separate from the City in its corporate capacity
and not an agency of the City, established with the purpose of buying and selling securities of a qualified entity. 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 notes issued by the Bond Bank that the State will not limit or
alter the 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 no taxing power.
Qualified entity is defined in Indiana Code § 5-1.4 to include, but 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 Entity is a qualified entity as defined in Indiana Code § 5-1.4.
The Bond Bank is authorized to purchase securities offered by a qualified entity, with any such securities required,
upon their delivery to the Bond Bank, to be accompanied by all documentation required by the Board of Directors and
by Indiana Code § 5-1.4-8-2(b). Every qualified entity is authorized and empowered to contract with the Bond Bank
with respect to the purchase of its securities, and the contracts will contain the terms and conditions of the purchase
and may be in any form agreed to by the Bond Bank and the qualified entity.
The Bond Bank is governed by a five-member Board of Directors, each appointed by the Mayor of 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 Bank is 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 Board of 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 public
in accordance with and subject to Indiana Code § 5-14-1.5.
-1-
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
$300,715,000 in separate 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.
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. Any future obligations will be secured
separately and independently from the Prior Bond Bank Bonds, the Bonds 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 Obligations (as
more particularly described below) and (b) pay the costs of issuance of the Bonds, together with certain related
expenses. A portion of the purchase price of the Qualified Obligations will be retained by the Bond Bank and applied
to the payment of capitalized interest on the Bonds and costs of issuance and related expenses of the Qualified
Obligations, all as more fully described herein. The City of Carmel Redevelopment Authority (the “Authority” or
“Qualified Entity”), will deliver its Qualified Obligations to the Bond Bank simultaneous with the Bond Bank’s
delivery of the Bonds and the 2017B-2 Bonds to the respective purchasers thereof.
Summary of Qualified Obligations
.
$32,495,000 of City of Carmel Redevelopment Authority Lease Rental Bonds, Series 2017B-1
(LIT Supported/SBT Back-up) (“Qualified Obligation 1”)
$815,000 of City of Carmel Redevelopment Authority Taxable Lease Rental Bonds, Series 2017C-1
(LIT Supported/SBT Back-up) (“Qualified Obligation 3”)
$16,600,000 of City of Carmel Redevelopment Authority Taxable Lease Rental Bonds, Series 2017C-2
(TIF Supported/SBT Back-up) (“Qualified Obligation 4”)
Qualified Obligations 1, 3 and 4 are collectively referred to herein as the “Qualified Obligations” which are being
purchased with the proceeds of the Bonds.
In addition, simultaneous with the execution and delivery of the Qualified Obligations to the Bond Bank, the Authority
will execute and deliver $24,000,000 of its City of Carmel Redevelopment Authority Lease Rental Bonds, Series
2017B-2 (LIT Supported/SBT Back-up) (“Qualified Obligation 2”), which will be purchased by the Bond Bank with
the proceeds from the sale of 2017B-2 Bonds. Qualified Obligations 1, 2 and 3 will be issued pursuant to and ratably
secured by the Authority LIT Indenture (as hereinafter defined), and Qualified Obligation 4 will be issued pursuant to
and secured by the Authority TIF Indenture (as hereinafter defined).
S ECURITY AND S OURCES OF P AYMENT
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 Entity with respect to the Qualified Obligations. The Bonds do not constitute a debt,
liability, loan of the credit or pledge of the faith and credit of the State of Indiana or any political subdivision thereof,
including the Qualified Entity, under the constitution and laws of the State or a pledge of the faith, credit and taxing
power of the City of Carmel, Indiana (the “City”), the State or any political subdivision thereof, including the Qualified
-2-
Entity. The Bond Bank has no taxing power. The Bond Bank will not maintain 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.
T HE Q UALIFIED E NTITY AND THE Q UALIFIED O BLIGATIONS
The only Qualified Entity is the City of Carmel Redevelopment Authority. The proceeds from the sale of the Bonds
will be used by the Bond Bank to purchase the Qualified Obligations; provided, however, a portion of the purchase
price of the Qualified Obligations will be retained by the Bond Bank and applied to the payment of capitalized interest
on the Bonds, together with the costs of issuance of the Qualified Obligations and certain related expenses. The
proceeds from the sale of the Qualified Obligations will be used by the Qualified Entity as further described herein.
Summary of the Qualified Obligations of the Authority
Qualified Obligations 1, 2 and 3 will be issued pursuant to and ratably secured by the Authority LIT Indenture and
will be payable from lease rental payments to be made by the City of Carmel Redevelopment Commission (the
“Commission”) to the Authority under the terms of a Lease Agreement dated as of October 10, 2017, between the
Authority, as lessor, and the Commission, as lessee, as amended by an Addendum to Lease Agreement to be dated as
of December 14, 2017 (collectively, the “LIT Lease”). Such lease rental payments (the “LIT Lease Rentals”) are
payable from the City’s distributive share of the certified shares portion of the Expenditure Rate (herein defined) of
the local income tax (“LIT”) revenues (the “City LIT Revenues”) on parity with the Outstanding LIT Obligations
(defined herein). To the extent that the City LIT Revenues would be insufficient, such LIT Lease Rentals are payable
from a special benefits tax (which is a form of ad valorem property tax) (the “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 LIT Lease Rentals from the City LIT Revenues.
Qualified Obligation 4 will be issued pursuant to and ratably secured by the Authority TIF Indenture and payable from
lease rental payments to be made by the Commission to the Authority under the terms of a Lease Agreement dated as
of October 10, 2017, between the Authority, as lessor, and the Commission, as lessee, as amended by an Addendum
to Lease Agreement to be dated as of December 14, 2017 (collectively, the “TIF Lease” and, together with the LIT
Lease, the “Leases”). Such lease rental payments (the “TIF Lease Rentals” and, together with the LIT Lease Rentals,
the “Lease Rentals”) are payable from the Special Benefits Tax levied on all taxable property within 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 TIF Lease Rentals from other revenues legally
available to the Commission, including but not limited to, Tax Increment derived from one or more allocation areas
established within the Redevelopment District. Payment of principal and interest on Qualified Obligation 4 is further
secured by amounts on deposit in or credited to a debt service reserve fund to be held under the Authority TIF Indenture
(defined herein). 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 TIF Lease Rentals and thus are not security for
the payment of Qualified Obligation 4. Accordingly, investors should look to the availability of the Special Benefits
Tax when considering an investment in the Bonds. Information relating to the other legally available revenues is set
forth in Appendix B attached hereto.
C IRCUIT B REAKER T AX C REDIT
Indiana Code § 6-1.1-20.6 provides 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 Circuit Breaker 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 Bonds maturing on or after January 15, 2028 are subject to optional redemption beginning July 15, 2027 as more
fully described herein. The Bonds issued as Term Bonds are subject to mandatory sinking fund redemption as more
fully described herein.
-3-
D ENOMINATIONS
The Bonds are being issued in the denomination of $5,000 or integral multiples thereof.
R EGISTRATION AND E XCHANGE F EATURES
The Trustee shall keep at its designated corporate trust office, a record for the registration of the Bonds. Each registered
Bond shall be transferable or exchangeable only on such record at the designated
corporate 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 Bonds will 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 Bonds will be made in book-entry-
only form. Purchasers of beneficial interests in the Bonds will not receive physical delivery of certificates representing
their interests in the Bonds. For so long as the Bonds are held in book-entry-only form, payments of principal of and
interest on the Bonds will be paid by the Trustee only to DTC or its nominee. Neither the Bond Bank nor the Trustee
will have any responsibility for a Beneficial Owner’s receipt from DTC or its nominee, or from any Direct Participant
or Indirect Participant, of any payments of principal of or interest on any Bonds. See “THE BONDS--B OOK-E NTRY-
O NLY S YSTEM” in this Official Statement.
P ROVISIONS FOR P AYMENT
The principal on the Bonds shall be payable at the designatedcorporate trust office of the Trustee, or by wire transfer
to DTC or any successor depository. All payments of interest on the Bonds shall 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 last day of the month
immediately preceding the interest payment date and at the addresses as they appear on the registration books kept by
the Trustee or at such other address as is provided to the Trustee or 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 made by
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 the next succeeding business day. The Trustee shall be
instructed to wire transfer payments by 1:00 p.m. (New York City time) so such payments are received at the
depository by 2:30 p.m. (New York City time). Payments on the Bonds shall 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 Bonds are held in book-entry-only form, the Trustee will send notices 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 Bank nor the Trustee will have any responsibility 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” in this Official Statement.
N OTICES
If the office location at which principal is payable changes, the Trustee will give notice of such change by first-class
mail to registered owners at least 15 days prior to the first principal payment date following the date of such change
in location.
If the Trustee resigns, notice shall be given to the registered owners by mail at least 30 days prior to the date when
such resignation shall take effect.
Notice of redemption shall be mailed to the registered owners of all Bonds, at least 30 days but not more than 45 days
prior to the date fixed for redemption.
-4-
T AX M ATTERS
In the opinion of Barnes & Thornburg LLP, Indianapolis, Indiana (“Bond Counsel”), under existing laws, interest on
the 2017B-1 Bonds is excludable from gross income for federal income tax purposes under Section 103 of the Internal
Revenue Code of 1986, as amended and in effect on the date of issuance of the 2017B-1 Bonds. The opinion of Bond
Counsel is based on certain certifications, covenants and representations of the Bond Bank, the City and the Qualified
Entity, and is conditioned on continuing compliance therewith. Interest on the 2017C-1 Bonds and the 2017C-2 Bonds
is not excludable from gross income for federal income tax purposes. In the opinion of Bond Counsel, under existing
laws, interest on the Bonds is exempt from income taxation in the State for all purposes, except the State financial
institutions tax. See Appendix F for the form of opinion of Bond Counsel.
M ISCELLANEOUS
The information contained in this Official Statement has been compiled from Bond Bank officials, City officials and
other sources deemed to be reliable, and while not guaranteed as to completeness or accuracy, it is believed to 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 payment of the Bonds and 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-Treasurer of the City, City of Carmel, One Civic Square, Third Floor, Carmel, Indiana 46032, phone
(317) 571-2414.
Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so
expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the
estimates will be realized. Neither this Official Statement nor any statement which may have been made verbally or
in writing is to be construed as a contract with the owners of the Bonds.
-5-
S OURCES AND U SES OF F UNDS
Tax-Exempt Taxable
Uses of Funds: B-1 Bonds C-1 Bonds C-2 Bonds Total
Net available proceeds for projects $31,320,000.00 $750,000.00 $16,100,000.00 $48,170,000.00
Defeasance of 2013 Legacy Bonds 4,290,912.45 0.00 0.00 4,290,912.45
Capitalized interest (1) 800,957.46 0.00 0.00 800,957.46
Debt service reserve surety policy (2) 0.00 0.00 51,243.71 51,243.71
Underwriters’ discount 121,856.25 3,056.25 62,250.00 187,162.50
Cost of issuance and contingencies (3) 264,388.96 61,943.75 372,077.99 698,410.70
Total Uses of Funds $36,798,115.12 $815,000.00 $16,585,571.70 $54,198,686.82
Sources of Funds:
Special Program Bonds, Series 2017 $32,495,000.00 $815,000.00 $16,600,000.00 $49,910,000.00
Net premium 3,348,997.30 3,348,997.30
Original issue discount (14,428.30) (14,428.30)
Prior 2013A Bond funds 954,117.82 954,117.82
Total Sources of Funds $36,798,115.12 $815,000.00 $16,585,571.70 $54,198,686.82
(1)A portion of the purchase price of the Qualified Obligations will be retained by the Bond Bank and applied to the
payment of capitalized interest on the Bonds.
(2)A portion of the purchase price of the Qualified Obligations will be retained by the Bond Bank and applied to pay
the premium for the debt service reserve surety policy for Qualified Obligation 4.
(3)Includes Bond Counsel fees, Financial Advisor fees (including fees associated with the Bond Bank Cash Flow
Sufficiency Report), Trustee fees, Official Statement printing costs, Underwriters’ Counsel fees, S&P rating fees
and other miscellaneous costs. In addition, a portion of the purchase price of the Qualified Obligations will be
retained by the Bond Bank and applied to the payment of costs of issuance and related expenses with respect to
the Qualified Obligations.
-6-
S CHEDULE OF A MORTIZATION $32,495,000P RINCIPAL A MOUNT OF
T HE C ITY OF C ARMEL L OCAL P UBLIC I MPROVEMENT B OND B ANK
S PECIAL P ROGRAM B ONDS,S ERIES 2017B-1
Payment Principal Interest Budget Year
DateOutstanding Principal RatesInterest Total Total
(-------In Thousands------) (%)
07/15/2018 $32,495 $800,957.46 $800,957.46
01/15/2019 32,495 683,281.25 683,281.25 $1,484,238.71
07/15/2019 32,495 $160 5.000 683,281.25 843,281.25
01/15/2020 32,335 170 5.000 679,281.25 849,281.25 1,692,562.50
07/15/2020 32,165 180 5.000 675,031.25 855,031.25
01/15/2021 31,985 175 5.000 670,531.25 845,531.25 1,700,562.50
07/15/2021 31,810 180 5.000 666,156.25 846,156.25
01/15/2022 31,630 190 5.000 661,656.25 851,656.25 1,697,812.50
07/15/2022 31,440 195 5.000 656,906.25 851,906.25
01/15/2023 31,245 200 5.000 652,031.25 852,031.25 1,703,937.50
07/15/2023 31,045 205 5.000 647,031.25 852,031.25
01/15/2024 30,840 210 5.000 641,906.25 851,906.25 1,703,937.50
07/15/2024 30,630 225 5.000 636,656.25 861,656.25
01/15/2025 30,405 230 5.000 631,031.25 861,031.25 1,722,687.50
07/15/2025 30,175 235 5.000 625,281.25 860,281.25
01/15/2026 29,940 240 5.000 619,406.25 859,406.25 1,719,687.50
07/15/2026 29,700 250 5.000 613,406.25 863,406.25
01/15/2027 29,450 255 5.000 607,156.25 862,156.25 1,725,562.50
07/15/2027 29,195 545 5.000 600,781.25 1,145,781.25
01/15/2028 28,650 550 5.000 587,156.25 1,137,156.25 2,282,937.50
07/15/2028 28,100 875 (1)5.000 573,406.25 1,448,406.25
01/15/2029 27,225 875 (1)5.000 551,531.25 1,426,531.25 2,874,937.50
07/15/2029 26,350 915 (2)5.000 529,656.25 1,444,656.25
01/15/2030 25,435 925 (2)5.000 506,781.25 1,431,781.25 2,876,437.50
07/15/2030 24,510 970 (3)5.000 483,656.25 1,453,656.25
01/15/2031 23,540 980 (3)5.000 459,406.25 1,439,406.25 2,893,062.50
07/15/2031 22,560 1,530 (4)5.000 434,906.25 1,964,906.25
01/15/2032 21,030 1,530 (4)5.000 396,656.25 1,926,656.25 3,891,562.50
07/15/2032 19,500 1,595 (5)3.000 358,406.25 1,953,406.25
01/15/2033 17,905 1,600 (5)3.000 334,481.25 1,934,481.25 3,887,887.50
07/15/2033 16,305 1,655 (6)4.000 310,481.25 1,965,481.25
01/15/2034 14,650 1,655 (6)4.000 277,381.25 1,932,381.25 3,897,862.50
07/15/2034 12,995 1,715 (7)4.000 244,281.25 1,959,281.25
01/15/2035 11,280 1,725 (7)4.000 209,981.25 1,934,981.25 3,894,262.50
07/15/2035 9,555 1,785 (8)3.125 175,481.25 1,960,481.25
01/15/2036 7,770 1,785 (8)3.125 147,590.63 1,932,590.63 3,893,071.88
07/15/2036 5,985 1,950 (9)4.000 119,700.00 2,069,700.00
01/15/2037 4,035 1,970 (9)4.000 80,700.00 2,050,700.00 4,120,400.00
07/15/2037 2,065 2,065 (9)4.000 41,300.00 2,106,300.00 2,106,300.00
Totals $32,495 $19,274,710.59 $51,769,710.59 $51,769,710.59
(1) $1,750,000 of Term Bonds due January 15, 2029. (6) $3,310,000 of Term Bonds due January 15, 2034.
(2) $1,840,000 of Term Bonds due January 15, 2030. (7) $3,440,000 of Term Bonds due January 15, 2035.
(3) $1,950,000 of Term Bonds due January 15, 2031. (8) $3,570,000 of Term Bonds due January 15, 2036.
(4) $3,060,000 of Term Bonds due January 15, 2032. (9) $5,985,000 of Term Bonds due July 15, 2037.
(5) $3,195,000 of Term Bonds due January 15, 2033.
-7-
S CHEDULE OF A MORTIZATION $815,000P 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 2017C-1
Payment Principal Interest Budget Year
DateOutstanding Principal RatesInterest Total Total
(-------In Thousands------) (%)
07/15/2018 $815 $35 2.006 $12,725.18 $47,725.18
01/15/2019 780 40 2.142 10,504.55 50,504.55 $98,229.73
07/15/2019 740 40 2.192 10,076.15 50,076.15
01/15/2020 700 40 2.256 9,637.75 49,637.75 99,713.90
07/15/2020 660 40 2.306 9,186.55 49,186.55
01/15/2021 620 40 2.406 8,725.35 48,725.35 97,911.90
07/15/2021 580 40 2.456 8,244.15 48,244.15
01/15/2022 540 45 2.548 7,752.95 52,752.95 100,997.10
07/15/2022 495 45 2.598 7,179.65 52,179.65
01/15/2023 450 45 2.648 6,595.10 51,595.10 103,774.75
07/15/2023 405 45 2.698 5,999.30 50,999.30
01/15/2024 360 45 2.780 5,392.25 50,392.25 101,391.55
07/15/2024 315 45 2.830 4,766.75 49,766.75
01/15/2025 270 45 2.900 4,130.00 49,130.00 98,896.75
07/15/2025 225 45 2.950 3,477.50 48,477.50
01/15/2026 180 45 3.050 2,813.75 47,813.75 96,291.25
07/15/2026 135 45 3.100 2,127.50 47,127.50
01/15/2027 90 40 3.150 1,430.00 41,430.00 88,557.50
07/15/2027 50 50 3.200 800.00 50,800.00 50,800.00
Totals $815 $121,564.43 $936,564.43 $936,564.43
-8-
S CHEDULE OF A MORTIZATION $16,600,000P 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 2017C-2
Payment Principal Interest Budget Year
DateOutstanding Principal RatesInterest Total Total
(-------In Thousands------) (%)
07/15/2018 $16,600 $305,108.46 $305,108.46
01/15/2019 16,600 $300 (1)2.100 260,282.10 560,282.10 $865,390.56
07/15/2019 16,300 250 (1)2.100 257,132.10 507,132.10
01/15/2020 16,050 250 (1)2.100 254,507.10 504,507.10 1,011,639.20
07/15/2020 15,800 455 (1)2.100 251,882.10 706,882.10
01/15/2021 15,345 455 (1)2.100 247,104.60 702,104.60 1,408,986.70
07/15/2021 14,890 450 (1)2.100 242,327.10 692,327.10
01/15/2022 14,440 445 (1)2.100 237,602.10 682,602.10 1,374,929.20
07/15/2022 13,995 395 (1)2.100 232,929.60 627,929.60
01/15/2023 13,600 395 2.648 228,782.10 623,782.10 1,251,711.70
07/15/2023 13,205 445 2.698 223,552.30 668,552.30
01/15/2024 12,760 440 2.780 217,549.25 657,549.25 1,326,101.55
07/15/2024 12,320 430 2.830 211,433.25 641,433.25
01/15/2025 11,890 425 2.900 205,348.75 630,348.75 1,271,782.00
07/15/2025 11,465 390 2.950 199,186.25 589,186.25
01/15/2026 11,075 385 3.000 193,433.75 578,433.75 1,167,620.00
07/15/2026 10,690 350 3.100 187,658.75 537,658.75
01/15/2027 10,340 345 3.150 182,233.75 527,233.75 1,064,892.50
07/15/2027 9,995 345 3.200 176,800.00 521,800.00
01/15/2028 9,650 345 3.300 171,280.00 516,280.00 1,038,080.00
07/15/2028 9,305 770 (2)3.350 165,587.50 935,587.50
01/15/2029 8,535 770 (2)3.350 152,690.00 922,690.00 1,858,277.50
07/15/2029 7,765 645 (3)3.450 139,792.50 784,792.50
01/15/2030 7,120 635 (3)3.450 128,666.25 763,666.25 1,548,458.75
07/15/2030 6,485 935 (4)3.550 117,712.50 1,052,712.50
01/15/2031 5,550 935 (4)3.550 101,116.25 1,036,116.25 2,088,828.75
07/15/2031 4,615 970 (5)3.600 84,520.00 1,054,520.00
01/15/2032 3,645 970 (5)3.600 67,060.00 1,037,060.00 2,091,580.00
07/15/2032 2,675 285 (6)3.650 49,600.00 334,600.00
01/15/2033 2,390 285 (6)3.650 44,398.75 329,398.75 663,998.75
07/15/2033 2,105 545 (7)3.700 39,197.50 584,197.50
01/15/2034 1,560 540 (7)3.700 29,115.00 569,115.00 1,153,312.50
07/15/2034 1,020 510 (8)3.750 19,125.00 529,125.00
01/15/2035 510 510 (8)3.750 9,562.50 519,562.50 1,048,687.50
Totals $16,600 $5,634,277.16 $22,234,277.16 $22,234,277.16
(1) $3,000,000 of Term Bonds due July 15, 2022. (5) $1,940,000 of Term Bonds due January 15, 2032.
(2) $1,540,000 of Term Bonds due January 15, 2029. (6) $570,000 of Term Bonds due January 15, 2033.
(3) $1,280,000 of Term Bonds due January 15, 2030. (7) $1,085,000 of Term Bonds due January 15, 2034.
(4) $1,870,000 of Term Bonds due January 15, 2031. (8) $1,020,000 of Term Bonds due January 15, 2035.
-9-
SECURITIES BEING OFFERED
A UTHORIZATION AND A PPROVAL P ROCESS OF THE B ONDS
The Bonds are authorized by a resolution adopted by the Board of Directors of the Bond Bank on October 30, 2017,
and are issued under and secured by the Trust Indenture dated as of December 1, 2017 (the “Bond Bank Indenture”),
between the Bond Bank and the Trustee.
The Qualified Entity will enter into separate purchase agreements with the Bond Bank setting forth the definitive
terms and conditions of the purchase of its respective Qualified Obligations.
S ECURITY AND S OURCES OF P AYMENT OF 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 Entity with respect to the Qualified Obligations. Simultaneous with the execution
and delivery of the Bonds, the Bond Bank anticipates executing and delivering its 2017B-2 Bonds, and using the
proceeds thereof to purchase Qualified Obligation 2. The 2017B-2 Bonds will be payable from and secured by the
trust estate created under the Bond Bank Indenture on parity with the pledge thereof to the Bonds. The Bond Bank
Indenture creates a continuing pledge by the Bond Bank to 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 Indiana or any political subdivision thereof, including the Qualified Entity, under
the constitution and laws of the State or a pledge of the faith, credit and taxing power of the City, the State or any
political subdivision thereof, including the Qualified Entity. The Bond Bank has no taxing power. The Bond Bank
will not maintain 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, a debt service reserve fund will be established and held under the
Authority TIF Indenture for Qualified Obligation 4 in order to further secure the payment of principal and interest due
thereon.
T HE Q UALIFIED E NTITY AND THE Q UALIFIED O BLIGATIONS
The only Qualified Entity is the City of Carmel Redevelopment Authority. The Authority was established to provide
for the financing of lease bonds issued under Indiana Code § 36-7-14.5. The proceeds from the sale of the Bonds will
be used by the Bond Bank to purchase the Qualified Obligations; provided, however, a portion of the purchase price
of the Qualified Obligations will be retained by the Bond Bank and applied to the payment of capitalized interest on
the Bonds and costs of issuance of the Qualified Obligations, together with certain related expenses. The proceeds
from the sale of the Qualified Obligations will be used by the Qualified Entity as further described herein. The
payments on the Qualified Obligations will secure and provide for the payment of the Bonds. The payments on the
Qualified Obligations have been structured to be sufficient to pay the principal of and interest on the Bonds when due.
See the Accounting Report contained in Appendix B herein.
Q UALIFIED O BLIGATIONS OF THE C ARMEL R EDEVELOPMENT A UTHORITY
Qualified Obligations Payable from LIT Lease Rentals
(Includes Qualified Obligations 1, 2 and 3)
Authorization and Purpose:
On July 19, 2017, the Authority adopted a resolution authorizing the issuance of Qualified Obligations 1, 2 and 3 in
an aggregate principal amount not to exceed $71,000,000, as subsequently approved by Ordinance D-2369-17, As
Amended, adopted by the Common Council of the City (the “Common Council”) on September 18, 2017 (the “Council
LIT Ordinance”). Qualified Obligations 1, 2 and 3 are being issued under and ratably secured by a separate trust
indenture, dated as of December 1, 2017 (the “Authority LIT Indenture”), between the Authority and The Huntington
National Bank, as trustee thereunder, in order to provide funds for the purpose of (a) financing the acquisition by the
Authority from the City of the real property described in the LIT Lease, and the use by the City of the proceeds of
such sale to (i) refund all of the outstanding City of Carmel, Indiana, Taxable Economic Development Revenue Bonds,
Series 2013 (Legacy Project), dated December 18, 2013 (the “2013 Legacy Bonds”) and pay all costs or expenses
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incurred in connection therewith, and (ii) finance or reimburse the cost of the acquisition, design, construction,
renovation, improvement and/or equipping of roundabouts, multi-use paths, and sidewalks, drainage, lighting,
streetscape, utilities, landscaping and/or other improvements or land acquisition for the following projects: Civic
Square storage and maintenance buildings, Duke Transmission Lines burying, golf course improvements and new
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clubhouse, Rangeline Road Streetscape, River Road from Community Drive to 146 Street, completion of Cherry
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Creek Boulevard, Legacy Development public site work, 2 Avenue from Main Street to 1 Street NE, 3 Avenue
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from Carmel Drive to City Center Drive and office suites on 1 Avenue (as identified on Exhibit A to the Council LIT
Ordinance), and pay all costs or expenses incurred in connection therewith; (b) paying capitalized interest on Qualified
Obligations 1 and 2; and (c) paying all costs incurred on account of or in connection with the issuance and sale of
Qualified Obligations 1, 2 and 3.
Security and Sources of Payment:
Qualified Obligations 1, 2 and 3 do not constitute a corporate obligation of the City or the Commission, but constitute
a special and limited obligation of the Authority payable solely from the trust estate created and established under the
Authority LIT Indenture, including the funds and accounts established thereunder. Qualified Obligations 1, 2 and 3
are payable from the LIT Lease Rentals, which are payable from the City LIT Revenues on parity with the Outstanding
LIT Obligations (described below). To the extent that the City LIT revenues would be insufficient, such LIT Lease
Rentals are payable from a Special Benefits Tax (which is a form of ad valorem property tax) levied on all
taxable property within the Redevelopment District. The boundaries of the Redevelopment District are
coterminous with the boundaries of the City.
The pledge of City LIT Revenues is on parity with the prior pledges of the City LIT Revenues to the payment of the
following: (i) debt service due on the Taxable County Option Income Tax Revenue Refunding Bonds, Series 2006;
(ii) lease rentals due on the County Option Income Tax Lease Rental Revenue Bonds of 2010 (which are expected to
be refunded by the LIT Lease Rental Revenue Refunding Bonds, Series 2017, on December 13, 2017, in which case
such lease rentals will continue to maintain such parity status); (iii) debt service due on the County Option Income
Tax Revenue Refunding Bonds of 2011; (iv) lease rentals due on the County Option Income Tax Lease Rental
Revenue Refunding Bonds, Series 2014A; (v) lease rentals due on the County Option Income Tax Lease Rental
Revenue Refunding Bonds, Series 2014B; (vi) up to $465,000 annually (as back-up) to the payment of the Hamilton
County Redevelopment Authority Economic Development Lease Rental Bonds of 2011 and the Hamilton County
Redevelopment Authority Economic Development Lease Rental Bonds of 2012 (which have both been, and are
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anticipated to be, paid from Tax Increment generated from the 96 Street - U.S. 421 Economic Development Area);
(vii) up to $650,000 annually (as back-up) to the payment of the Hamilton County Redevelopment District Tax
Increment Refunding Revenue Bonds of 2015 (which have been, and are anticipated to be, paid from Tax Increment
generated from the Thomson Economic Development Area); and, (viii) lease rentals due on the County Option Income
Tax Lease Rental Bonds, Series 2016A (all together referred to as the “Outstanding LIT Obligations”). (See the
Accounting Report contained in Appendix B herein.)
In 2015, the General Assembly enacted P.L. 243-2015, as amended by P.L. 197-2016, as further amended by P.L.
247-2017, to consolidate and simplify the various local income tax laws, including COIT (“County Option Income
Tax”), CAGIT (“County Adjusted Gross Income Tax”), economic development income tax (“EDIT”), property tax
replacement income taxes, and special purpose local income taxes authorized into a uniform law and to transition each
county from the “former taxes,” into a single local income tax (“LIT”) governed by IC 6-3.6 (“LIT Statute”) and
revenues derived from the local income taxes under the LIT Statute are collectively “LIT Revenues.”
The LIT Statute combined the previous income taxes into a single income tax with three components (a) special
purpose rate (rate established by special legislation to fund special projects); (b) property tax relief rate (max rate
1.25%); and (c) expenditure rate (max rate 2.50%)(“Expenditure Rate”). The certified shares portion of COIT/CAGIT
(“Certified Shares”), EDIT, and public safety were recodified as a part of the Expenditure Rate. The LIT Statute also
provides that the total combined local income tax rate in effect in a county on May 1, 2016 under the former statutes
continues in effect after that date and is treated as taxes imposed under the LIT Statute.
Indiana Code § 6-3.6 specifically states that, notwithstanding the replacement of COIT with a single local income tax
in 2017: (a) a pledge of COIT revenues to lease rentals due under a lease executed prior to January 1, 2017 remains
binding and enforceable for so long as such rentals due under a lease remain unpaid, and (b) the rights, duties,
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obligations, proceedings and liabilities accrued before January 1, 2017 related to a pledge of COIT revenues continue
and shall be imposed and enforced under prior law.
(Additional information on the City LIT Revenues may be found in the Accounting Report contained in Appendix B
herein.)
LIT Leased Premises: The leased premises being acquired by the Authority from a portion of the proceeds of Qualified
Obligations 1, 2 and 3 and leased to the Commission, as lessee, under the terms of the LIT Lease (the “LIT Leased
Premises”) consist of all or a portion of the right-of-way of certain existing streets, as more particularly described in
the LIT Lease, all of which are located within the corporate boundaries of the City. The LIT Leased Premises are
currently fully constructed and operational for their intended use.
If any part of the LIT Leased Premises should ever be condemned or substantially or totally destroyed, the LIT Lease
Rentals will be abated during the period in which the LIT Leased Premises are unfit or unavailable for their intended
use. Any such abatement shall be in proportion to the percentage of the LIT Leased Premises which is unfit or
unavailable for use or occupancy. In such event, the Commission and the Authority have the ability to substitute
other existing road improvements for the LIT Leased Premises of equivalent value in order to maintain the ability of
the Commission to continue to pay the LIT Lease Rentals. The City, the Commission and the Authority are entering
into an Agreement Regarding Amendments to LIT Leased Premises agreeing to undertake additional proceedings or
actions as may be necessary to add or substitute additional property to the Leased Premises in order to ensure the value
of any or all of the Leased Premises to maintain the ability of the Commission to continue to pay the LIT Lease
Rentals.
The LIT Lease Rentals to be paid by the Commission each January 1 and July 1 for the use of the LIT Leased Premises
will be equal to an amount which will be sufficient to pay unpaid principal of and interest on Qualified Obligations 1,
2 and 3 which is due on or before the January 15 and July 15 following such January 1 and July 1, plus an amount
sufficient to provide for the applicable fees of the Trustee and incidental expenses of the Authority.
The Commission is granted the right and option to purchase the LIT Leased Premises on any date, upon sixty (60)
days written notice, at a price equal to the amount required to pay all related indebtedness (including Qualified
Obligations 1, 2 and 3), including all accrued and unpaid interest to the date of redemption. Upon exercise of such
option at any time that Qualified Obligations 1, 2 and 3 is not then subject to optional redemption (which is the same
for the Bonds), the proceeds of such purchase price will be deposited with the Trustee under the terms of the Authority
LIT Indenture and applied to the payment of debt service on the applicable Qualified Obligations 1, 2 or 3 when due.
Refer to the Summary of Certain Legal Documents related to Qualified Obligations 1, 2 and 3 in Appendix D.
Qualified Obligation Payable from TIF Lease Rentals
(includes Qualified Obligation 4)
Authorization and Purpose:
On July 19, 2017, the Authority adopted a separate resolution authorizing the issuance of Qualified Obligation 4, in
an aggregate principal amount not to exceed $25,000,000, as subsequently approved by Ordinance D-2370-17, as
amended, adopted by the Common Council on September 18, 2017 (the “Council TIF Ordinance”). Qualified
Obligation 4, will be issued under and secured by a separate trust indenture, dated as of December 1, 2017 (the
“Authority TIF Indenture” and, together with the Authority LIT Indenture, the “Authority Indentures”), between the
Authority and The Huntington National Bank, as trustee thereunder, in order to provide funds for the purpose of (a)
financing the acquisition by the Authority from the City of the real property described in the TIF Lease, and the use
by the City of the proceeds of such sale to finance or reimburse the cost of acquisition of real property interests or
right-of-way, including any site development costs (identified on Exhibit A to the Council TIF Ordinance), and pay
all costs or expenses incurred in connection therewith; (b) paying the premium for a debt service reserve fund credit
facility, (c) paying capitalized interest on Qualified Obligation 4; and (d) paying all costs incurred on account of or in
connection with the issuance and sale of Qualified Obligation 4.
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Security and Sources of Payment:
Qualified Obligation 4 does not constitute a corporate obligation of the City or the Commission, but constitutes a
special and limited obligation of the Authority payable solely from the trust estate created and established under the
Authority TIF Indenture, including the funds and accounts established thereunder.Qualified Obligation 4 is payable
from the TIF Lease Rentals to be made by the Commission under the terms of the TIF Lease. Such TIF Lease Rentals
are payable solely from the Special Benefits Tax (which is a form of ad valorem property tax) levied on all
taxable property within the Redevelopment District. The boundaries of the Redevelopment District are
coterminous with the boundaries of the City. The Commission has reserved the right and reasonably expects, but is
not required, to pay such TIF Lease Rentals from any other legally available revenues, including but not limited to
incremental real and designated depreciable personal property taxes (the “Tax Increment” or the “TIF”) derived from
one or more allocation areas (the “Areas”) established within the Redevelopment District to be received by the
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Commission. The Areas include but are not limited to Amended 126 Street, Amended 126 Street Expansion,
Amended Illinois Street, Carmel Drive, City Center, City Center Expansion, CRC Parcel #12, Downtown EDA 1,
Downtown EDA 2, Grand & Main, Hazel Dell North, Hazel Dell South, Illinois Street, Illinois Street Expansion,
Lauth-Walker, Lurie, Merchants Pointe, Merchants Square, Meridian & Main, Meridian & Main Spine Group I & II,
Old Meridian, Old Meridian Expansion, Old Methodist, Old Town, Old Town Shoppes, 2006 Old Town Shoppes,
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Olivia on Main, 116 Street Centre, Parkwood Crossing, Parkwood East, 2006 Merchants Pointe, Sunrise on the
Monon and Village of West Clay. The base assessment dates of the Areas range from March 1, 1996 to January 1,
2016. However, the Commission is under no obligation to pay the TIF Lease Rentals from any funds other than the
Special Benefits Tax. Payment of principal and interest on Qualified Obligation 4 is further secured by amounts on
deposit in or credited to a debt service reserve fund to be held under the Authority TIF Indenture.
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 TIF Lease Rentals and thus are not security for the payment
of Obligation 4. Accordingly, investors should look to the availability of the Special Benefits Tax when considering
an investment in the Bonds. Information relating to the other legally available revenues is set forth in Appendix B
attached hereto. To the extent that other legally available revenues are not sufficient, the Commission is obligated to
levy the Special Benefits Tax in an amount sufficient to pay the TIF Lease Rentals due with respect to Qualified
Obligation 4.
TIF Leased Premises: The leased premises being acquired by the Authority from a portion of the proceeds of Qualified
Obligation 4 and leased to the Commission, as lessee, under the terms of the TIF Lease (the “TIF Leased Premises”
and, together with the LIT Leased Premises, the “Leased Premises”) consist of all or a portion of the right-of-way or
certain existing streets, as more particularly described in the TIF Lease, all of which is located within the corporate
boundaries of the City. The TIF Leased Premises are currently fully constructed and operational for their intended
use.
If any part of the TIF Leased Premises should ever be condemned or substantially or totally destroyed, the TIF Lease
Rentals will be abated during the period in which the TIF Leased Premises are unfit or unavailable for their intended
use. Any such abatement shall be in proportion to the percentage of the TIF Leased Premises which is unfit or
unavailable for use or occupancy. In such event, the Commission and the Authority have the ability to substitute
other existing road improvements for the TIF Leased Premises of equivalent value in order to maintain the ability of
the Commission to continue to pay the TIF Lease Rentals. The City, the Commission and the Authority are entering
into an Agreement Regarding Amendments to TIF Leased Premises agreeing to undertake additional proceedings or
actions as may be necessary to add or substitute additional property to the Leased Premises in order to ensure the value
of any or all of the Leased Premises to maintain the ability of the Commission to continue to pay the TIF Lease
Rentals.
The TIF Lease Rentals to be paid by the Commission each January 1 and July 1 for the use of the TIF Leased Premises
will be equal to an amount which will be sufficient to pay unpaid principal of and interest on Qualified Obligation 4
which is due on or before the January 15 and July 15 following such January 1 and July 1, plus an amount sufficient
to provide for the applicable fees of the Trustee and incidental expenses of the Authority.
The Commission is granted the right and option to purchase the TIF Leased Premises on any date, upon sixty (60)
days written notice, at a price equal to the amount required to pay all related indebtedness (including Qualified
Obligation 4), including all accrued and unpaid interest to the date of redemption. Upon exercise of such option at any
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time that Qualified Obligation 4 is not then subject to optional redemption (which is the same for the Bonds), the
proceeds of such purchase price will be deposited with the Authority TIF Indenture Trustee and applied to the payment
of debt service on Qualified Obligation 4 when due.
Debt Service Reserve Fund:A debt service reserve fund will be established and held under the Authority TIF Indenture
to further secure the payment of principal and interest due on Qualified Obligation 4. The Trustee is required to
maintain a balance in the debt service reserve fund equal to the maximum annual principal and interest requirements
on Qualified Obligation 4 (the “Qualified Obligation 4 Reserve Requirement”).
Under the Authority TIF Indenture, upon certain conditions, the Authority may satisfy all or any part of its obligation
to maintain amounts equal to the Qualified Obligation 4 Reserve Requirement in the debt service reserve fund by
depositing or substituting a letter of credit, revolving credit agreement, surety bond, reserve fund surety policy,
insurance policy or other similar credit or liquidity agreement or instrument (the “Reserve Fund Credit Facility”)
issued or provided by a credit 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 Qualified Obligation
4 or the Bonds.
Except as provided in a Reserve Fund Credit Facility, moneys in the debt service reserve fund up to the amount of the
Qualified Obligation 4 Reserve Requirement are required under the Authority TIF Indenture to be held and applied
solely for the payment of interest on and principal of Qualified Obligation 4. If moneys in the debt service reserve
fund exceed the Qualified Obligation 4 Reserve Requirement, such excess shall be transferred to the sinking or
operation funds, as further detailed in the Authority TIF Indenture.
The Authority TIF Indenture provides that, in the event that the amounts on deposit in the debt service reserve fund
are less than the Qualified Obligation 4 Reserve Requirement, the Trustee will give notice to the Authority of such
deficiency. The Authority will take all steps necessary to cause the Commission to levy and collect the Special Benefits
Tax in an amount necessary to provide sufficient moneys in order to restore the amounts on deposit or credited to the
debt service reserve fund to the Qualified Obligation 4 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 Qualified Obligation 4 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 Qualified Obligation 4 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 4 Reserve Requirement. The Policy is expected to be delivered
by BAM upon the issuance and delivery of Qualified Obligation 4.
M UNICIPAL B OND D EBT S ERVICE R ESERVE I NSURANCE P OLICY
Concurrently with the issuance of the Bonds, Build America Mutual Assurance Company will issue its Municipal
Bond Debt Service Reserve Insurance Policy relating to Qualified Obligation 4.
The Policy is not covered by any insurance security or guaranty fund established under New York, California,
Connecticut or Florida insurance law.
B UILD A MERICA M UTUAL A SSURANCE C OMPANY
BAM is a New York domiciled mutual insurance corporation and is licensed to conduct financial guaranty
insurance business in all fifty states of the United States and District of Columbia. 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.
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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” by S&P Global Ratings, a business unit of Standard & Poor’s Financial
Services LLC. 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 September
30, 2017 and as prepared in accordance with statutory accounting practices prescribed or permitted by the New York
State Department of Financial Services were $508.7 million, $79.5 million and $429.2 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
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”.
Refer to the Summary of Certain Legal Documents related to Qualified Obligation 4 in Appendix E.
E NFORCEMENT OF THE Q UALIFIED O BLIGATIONS
As owner of the Qualified Obligations, the Bond Bank has available to it all remedies available to owners or holders
of securities issued by the Qualified 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 exclusion of interest on the 2017B-1 Bonds
from the gross income of the holders of the 2017B-1 Bonds and the exemption of the interest on the Bonds from
income taxation in the State.
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The Bond Bank will monitor the compliance and consult regularly with the Qualified Entity with respect to its
requirements under its Qualified Obligations, including the making of its payments on its Qualified Obligations to the
Bond Bank.
F UNDS AND A CCOUNTS
The Bond Bank Indenture and the respective Authority Indentures 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 Obligations provided in
Appendices D and E. 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
Obligations and from the revenues and funds of the Bond Bank pledged therefor under the Bond Bank
Indenture. The Bond Bank has no taxing power. The Bond Bank will 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 Obligations
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 Qualified Obligations are payable only from respective
Lease Rentals received by the Trustee on behalf of the Authority from the Commission pursuant to the
respective Leases. The Authority has no taxing power. The Authority has no source of funds from which to pay
debt service on the Qualified Obligations except monies collected from Lease Rentals and funds held under the
respective Authority Indentures. If, for any reason, any of the Leased Premises are damaged or destroyed and
unavailable for use, the Commission would no longer be able to pay Lease Rentals under the respective Leases.
Any such abatement would be in proportion to the percentage of the respective Leased Premises which is unfit
or unavailable for use or occupancy. However, the Commission and the Authority have the ability to substitute
other existing road improvements for the respective Leased Premises of equivalent value in order to maintain
the ability of the Commission to continue to pay the respective Lease Rentals.
(2)General Risks: While the Special Benefits Tax is pledged to the payment of the respective Lease Rentals on the
Qualified Obligations, the Commission intends to pay the LIT Lease Rentals related to Qualified Obligations
1, 2 and 3 from pledged City LIT Revenues and to pay the TIF Lease Rentals related to Qualified Obligation 4
from Tax Increment and other legally available revenues. The Tax Increment and other legally available
revenues are not pledged to the payment of the TIF Lease Rentals. There can be no assurance that in the future
the TIF and other legally available revenues will not be pledged to another obligation, or that they will be
available to pay the TIF Lease Rental with respect to Qualified Obligation 4.
(3) Risks Associated with the Special Benefits Tax Revenues: There are risk factors associated with the 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 Special Benefits Tax levied on the Redevelopment District, sufficient
funds may not be available to the Commission in time to pay the respective Lease Rentals when due,
thereby impacting the ability of the Authority to pay debt service on the Qualified Obligations when due.
This risk is inherent in all property tax-supported obligations.
The debt service reserve fund for Qualified Obligation 4 will help to mitigate this collection risk, but does
not eliminate it. The debt service reserve fund for Qualified Obligation 4 will be held by the Trustee on
behalf of the Authority under the terms of the Authority TIF Indenture. No debt service reserve fund will
be established under the Bond Bank Indenture or otherwise held on behalf of the Bond Bank.
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(b) Circuit Breaker Tax Credit. If applicable, the Circuit Breaker Tax Credit will result in a reduction of
property tax collections for each political subdivision in which the Circuit Breaker Tax Credit is applied.
A political subdivision may not increase its property tax levy or borrow money to make up for any property
tax revenue shortfall due to the application of the Circuit Breaker Tax Credit.
Indiana Code § 6-1.1-20.6-10 requires political subdivisions to fully fund any levies for the payment of
outstanding debt service or lease rental obligations regardless of any reduction in property tax collections
due to the application of the Circuit Breaker Tax Credit. If property tax collections are insufficient to fully
fund debt service or lease rental levies due to the Circuit Breaker Tax Credit, political subdivisions must
use non-property tax revenues or revenues from property tax levies for other funds (including operating)
to offset revenue loss to the debt service fund.
Indiana Code § 6-1.1-20.6-9.8 further provides that property taxes imposed by a political subdivision to
pay for debt service obligations of a political subdivision (including lease rental payments on leases) are
“protected taxes.” The total amount of protected taxes will be allocated to the fund for which they were
imposed as 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. The County is required to reassess 25% of all parcels of real property annually
or in accordance with its reassessment plan. All real property must be reassessed under the plan once every
four years. Trending is scheduled to occur on an annual basis. Delays in the reassessment and trending
process or appeals of reassessments could adversely affect the collection of property taxes.
(4)Risks Associated with Pledged City LIT Revenues: The Commission reasonably expects to make the LIT Lease
Rental payments from pledged City LIT Revenues on parity with the pledge thereof to the Outstanding LIT
Obligations. There are certain risks associated with City LIT Revenues; however, to the extent that the pledged
City LIT Revenues are insufficient, the Commission is required to levy the Special Benefits Tax to pay the LIT
Lease Rentals. The certified amount of the City’s distribution of LIT Revenues (to be distributed in the
following year) is legally required to be available at budget time, which is prior to the deadline for the
determination to levy the Special Benefits Tax for LIT Lease Rentals due in the subsequent year. (Additional
information on the City LIT Revenues may be found in the Accounting Report contained in Appendix B herein.)
(5)Risks Associated with Tax Increment and Other Legally Available Revenues: The Commission reasonably
expects to make the TIF Lease Rental payments from Tax Increment or other legally available revenues to the
Commission. 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 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 Special Benefits Tax for the TIF Lease Rentals due in the subsequent year. If
insufficient revenues are collected, the Commission may not be able to impose an additional Special Benefits
Tax levy until the following budget year which may cause a timing delay as receipt of such tax may occur after
the TIF Lease Rental payment is due. The debt service reserve fund established for Qualified Obligation 4 will
help to mitigate this timing risk, but does not eliminate it. However, the Commission is permitted to use other
legally available funds to make the TIF Lease Rental payments. (Additional information on the Tax Increment
may be found in the Accounting Report contained in Appendix B herein.)
(6)Adverse Legislative Action:It is possible that legislation enacted or proposed for consideration after the date of
the Bonds and the Qualified Obligations will have an adverse effect on payment or timing of payment or other
matters impacting the Bonds and the Qualified Obligations. Refer to the “LEGISLATIVE PROPOSALS”
section herein.
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In addition to the risks outlined in this section, there are certain risks specific to LIT and Tax Increment. Such risks
could have an impact on the anticipated repayment of the Qualified Obligations. Please refer to the Accounting Report
contained in Appendix B herein.
I NVESTMENT OF F UNDS
The proceeds of the Bonds and the Qualified Obligations are 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 Bank shall direct the investment
of proceeds of the Bonds. The Qualified Entity shall direct the investment of proceeds of the Qualified Obligations.
THE BONDS
I NTEREST C ALCULATION
Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
R EDEMPTION P ROVISIONS
Optional Redemption:
The Bonds maturing on or after January 15, 2028 are redeemable prior to maturity at the option of the Bond Bank in
whole or in part in any order of maturity as determined by the Bond Bank and by lot within maturities, on any date
not earlier than July 15, 2027, at face value plus accrued interest to the date fixed for redemption and without any
redemption premium.
Mandatory Sinking Fund Redemption:
The 2017B-1 Bonds maturing on January 15 in the years 2029 through and including 2036 and on July 15, 2037
(collectively, the “Term Bonds”) are subject to mandatory sinking fund redemption prior to maturity at a redemption
price equal to the principal amount thereof plus accrued interest on the dates and in the amounts in accordance with
the following schedules:
Term Bond due January 15, 2029 Term Bond due January 15, 2030
DateAmount Date Amount
07/15/28 $875,000 07/15/29 $915,000
01/15/29 Final maturity 875,000 01/15/30 Final maturity 925,000
Total $1,750,000 Total $1,840,000
Term Bond due January 15, 2031 Term Bond due January 15, 2032
DateAmount Date Amount
07/15/30 $970,000 07/15/31 $1,530,000
01/15/31 Final maturity 980,000 01/15/32 Final maturity 1,530,000
Total $1,950,000 Total $3,060,000
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Term Bond due January 15, 2033 Term Bond due January 15, 2034
DateAmount Date Amount
07/15/32 $1,595,000 07/15/33 $1,655,000
01/15/33 Final maturity 1,600,000 01/15/34 Final maturity 1,655,000
Total $3,195,000 Total $3,310,000
Term Bond due January 15, 2035 Term Bond due January 15, 2036
DateAmount Date Amount
07/15/34 $1,715,000 07/15/35 $1,785,000
01/15/35 Final maturity 1,725,000 01/15/36 Final maturity 1,785,000
Total $3,440,000 Total $3,570,000
Term Bond due July 15, 2037
DateAmount
07/15/36 $1,950,000
01/15/37 1,970,000
07/15/37 Final maturity 2,065,000
Total $5,985,000
The 2017C-2 Bonds maturing on July 15, 2022, and on January 15 in the years 2029 through and including 2035
(collectively, the “Term Bonds”) are subject to mandatory sinking fund redemption prior to maturity at a redemption
price equal to the principal amount thereof plus accrued interest on the dates and in the amounts in accordance with
the following schedules:
Term Bond due July 15, 2022 Term Bond due January 15, 2029
DateAmount Date Amount
01/15/19 $300,000 07/15/28 $770,000
07/15/19 250,000 01/15/29 Final maturity 770,000
01/15/20 250,000
07/15/20 455,000 Total $1,540,000
01/15/21 455,000
07/15/21 450,000
01/15/22 445,000
07/15/22 Final maturity 395,000
Total $3,000,000
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Term Bond due January 15, 2030 Term Bond due January 15, 2031
DateAmount Date Amount
07/15/29 $645,000 07/15/30 $935,000
01/15/30 Final maturity 635,000 01/15/31 Final maturity 935,000
Total $1,280,000 Total $1,870,000
Term Bond due January 15, 2032 Term Bond due January 15, 2033
DateAmount Date Amount
07/15/31 $970,000 07/15/32 $285,000
01/15/32 Final maturity 970,000 01/15/33 Final maturity 285,000
Total $1,940,000 Total $570,000
Term Bond due January 15, 2034 Term Bond due January 15, 2035
DateAmount Date Amount
07/15/33 $545,000 07/15/34 $510,000
01/15/34 Final maturity 540,000 01/15/35 Final maturity 510,000
Total $1,085,000 Total $1,020,000
The Trustee shall credit against the mandatory sinking fund requirement for the Term Bonds, and corresponding
mandatory redemption obligation, in the order determined by the Bond Bank, any Term Bonds which have previously
been redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered to the Trustee
for cancellation or purchased for cancellation by the Trustee and not theretofore applied as a credit against any
redemption obligation. Each Term Bond so delivered or canceled shall be credited by the Trustee at 100% of the
principal amount thereof against the mandatory sinking fund obligation on such mandatory redemption date, and any
excess of such amount shall be credited on future redemption obligations, and the principal amount of that Term Bond
to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced; provided,
however, the Trustee shall only credit such Term Bond to the extent received on or before 45 days preceding the
applicable mandatory redemption date.
If fewer than all the Bonds are called for redemption at one time, the Bonds shall be redeemed in order of maturity
determined by the Bond Bank and by lot within maturity. Each $5,000 principal amount shall be considered a separate
bond for purposes of optional and mandatory redemption. If some Bonds are to be redeemed by optional and
mandatory sinking redemption on the same date, the Trustee shall select by lot the Bonds for optional redemption
before selecting the Bonds by lot for the mandatory sinking fund redemption.
Notice of Redemption:
Notice of redemption shall be mailed to the registered owners of all Bonds to be redeemed at least 30 days but not
more than 45 days prior to the date fixed for such redemption. If any of the Bonds are so called for redemption, and
payment therefore is made to the Trustee in accordance with the terms of the Bond Bank Indenture, then such Bonds
shall cease to bear interest from and after the date fixed for redemption in the call.
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B OOK-E NTRY-O NLY S YSTEM
DTC will act as securities depository for the Bonds. The Bonds will 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 certificate will be issued for each maturity of the Bonds, each in the
aggregate principal amount of such maturity, and will be deposited with DTC.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York
Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a
“clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC
holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and
municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (the “Direct
Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and
other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges
between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates.
Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing
Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed
Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its
regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly (the “Indirect Participants”). DTC has a Standard &
Poor’s rating of “AA+.” The DTC rules 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 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit
for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond is 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 Bonds are 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 Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited 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 Bonds with 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 Bonds are credited,
which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Beneficial Owners of the Bonds may 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. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding
the Bonds for 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 the Trustee and request that copies of notices be provided
directly to them.
Redemption notices shall be sent to DTC. If less than all of the Bonds within 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.
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Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless
authorized by a Direct Participant in accordance with DTC’s MMI procedures. Under its usual procedures, DTC mails
an Omnibus Proxy to the Bond Bank as 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 Bonds are credited on the Record
Date (identified in a listing attached to the Omnibus Proxy).
Principal, premium and interest payments on the Bonds will 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 corresponding detail information from the Bond Bank or the Trustee on the 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 Trustee or the 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, disbursement of 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 Bank or the Trustee. Under such circumstances, in the event that a successor depository is not
obtained, Bond certificates are required to be printed and delivered.
The Bond Bank may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor
securities depository). In that event, Bond certificates will be printed and delivered to DTC.
The information in this subcaption concerning DTC and DTC’s book-entry system has been obtained from sources
that the Bond Bank believes to be reliable, but the Bond Bank takes no responsibility for the accuracy thereof.
Discontinuation of Book-Entry System:
In the event that the book-entry system for the Bonds is discontinued, the Trustee would provide for the registration
of the Bonds in the name of the Beneficial Owners thereof. The Bond Bank and the Trustee would treat the person in
whose name any Bond is registered as the absolute owner of such Bond for the purposes of making and receiving
payment of the principal thereof and interest thereon, and for all other purposes, and neither the Bond Bank nor the
Trustee would be bound by any notice or knowledge to the contrary.
Each Bond would be transferable or exchangeable only upon the presentation and surrender thereof at the corporate
trust office of the Trustee, duly endorsed for transfer or exchange, or accompanied by a written assignment duly
executed by the owner or its authorized representative in form satisfactory to the Trustee. Upon due presentation of
any Bonds for transfer or exchange, the Trustee would authenticate 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 Bond so presented. The Bond Bank or the
Trustee would require the owner of any Bonds to 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 Special Benefits Tax (if imposed on the Redevelopment District) is levied and collected in the same manner as
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 assessed value of eligible
property. See “CIRCUIT BREAKER TAX CREDIT” herein for further details on the levy and collection of property
taxes.
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Real and personal property in the State is assessed each year as of March 1 in a year ending before January 1, 2016,
and as of January 1 in a year beginning after December 31, 2015. On or before August 1 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 unit for 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 unit over 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 Auditor by the County Assessor on or before July 1.
The estimated value is used when the governing body of a local taxing unit meets to establish its budget for the next
fiscal year (January 1 through December 31), and to set tax rates and levies. By statute, the budget, tax rate and levy
must be established no later than November 1. 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 February 15 of 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 Auditor publishes 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 May 10 and November 10, unless
the mailing of tax bills is delayed or a later due date is established by order of the DLGF. If an installment of property
taxes is not completely paid on or before the due date, a penalty of 10% of the amount delinquent is added to the
amount due; unless the installment is completely paid within thirty (30) days of the due date and the taxpayer is not
liable for delinquent property taxes first due and payable in a previous year for the same parcel, the amount of the
penalty is five percent (5%) of the amount of the delinquent taxes. On May 11 and November 11 of each year after
one year of delinquency, an additional penalty equal to 10% of any taxes remaining unpaid is added. The penalties are
imposed only on the principal amount of the delinquency. Real property becomes subject to tax sale procedures on
June 30 if a delinquency of more than $25 then exists with respect to an installment due on or before May 10 of the
prior year. With respect to delinquent personal property taxes, each County Treasurer shall serve a demand upon each
county resident who is delinquent in the payment of personal property taxes after November 10, but before August 1
of the succeeding year. The County Auditor distributes property tax collections to the various taxing units on or about
June 30 after the May 10 payment date and on or about December 31 after the November 10 payment date.
Under State law, personal property is assessed at its actual historical cost less depreciation, whereas real property
assessed after February 28, 2011, must be assessed in accordance with the 2011 Real Property Assessment Manual
(the “Manual”) and the Real Property Assessment Guidelines for 2011 (the “Guidelines”), both published by the
DLGF, pursuant to 50 Indiana Administrative Code 2.4. The purpose of 50 Indiana Administrative Code 2.4 is to
accurately determine “true tax value” as defined in the Manual and the Guidelines, not to mandate that any specific
assessment method be followed. The Manual defines “true tax value” for all real property, other than agricultural land,
as “the market value in use of a property for its current use, as reflected by the utility received by the owner or a
similar user from that property.” In the case of agricultural land, true tax value shall be the value determined in
accordance with the Guidelines and certain provisions of the Indiana Code. The Manual permits assessing officials in
each county to choose any acceptable mass appraisal method to determine true tax value, taking into consideration the
ease of administration and the uniformity of the assessments produced by that method. The Guidelines were adopted
to provide assessing officials with an acceptable appraisal method, although the Manual makes it clear that assessing
officials are free to select from any number of appraisal methods, provided that they produce “accurate and uniform
values throughout the jurisdiction and across all classes of property.” The Manual specifies the standards for accuracy
and validation that the DLGF uses to determine the acceptability of any alternative appraisal method.
An assessment determined by an assessing official in accordance with 50 Indiana Administrative Code 2.4 and the
Manual and Guidelines is presumed to be correct. Any evidence relevant to the true tax value of the real property as
of the assessment date may be presented to rebut the presumption of correctness of the assessment. Such evidence
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may include an appraisal prepared in accordance with generally recognized appraisal standards; however, there is no
requirement that an appraisal be presented either to support or to rebut an assessment. Instead, the validity of the
assessment shall be evaluated on the basis of all relevant evidence presented. Whether an assessment is correct shall
be determined on the basis of whether, in light of the relevant evidence, it reflects the real property’s true tax value.
There are certain credits, deductions and exemptions available for various classes of property. For instance, real
property may be eligible for certain deductions for mortgages, solar energy heating or cooling systems, wind power
devices, hydroelectric power devices and geothermal energy heating or cooling devices and if such property is owned
by the aged. Residential real property may be eligible for certain deductions for rehabilitation. Real property, which
is the principal residence of the owner thereof, is entitled to certain deductions and may be eligible for additional
deductions, and if such owner is blind or disabled, such property may also be eligible for additional deductions.
Buildings designed and constructed to systematically use coal combustion products throughout the building may be
eligible for certain deductions. Tangible property consisting of coal conversion systems and resource recovery systems
may be eligible for certain deductions. Tangible property or real property owned by disabled veterans and their
surviving spouses may be eligible for certain deductions. Commercial 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 to the true tax value of property that is 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 May 1 of every fourth year thereafter, the County Assessor
will prepare and submit to the DLGF a reassessment plan for its county. The DLGF must complete its review and
approval of the reassessment plan before March 1, 2015, and January 1 of each subsequent year that follows a year in
which the reassessment plan is submitted by the county. The reassessment plan must divide all parcels of real property
in the county into four (4) different groups of parcels. Each group of parcels must contain approximately twenty-five
percent (25%) of the parcels within each class of real property in the county. All real property in each group of parcels
shall be reassessed under the county’s reassessment plan once during each four (4) year cycle. The reassessment of a
group of parcels in a particular class of real property shall begin on May 1 of a year, and must be completed on or
before January 1 of the year after the year in which the reassessment of the group of parcels begins. For real property
included in a group of parcels that is reassessed, the reassessment is the basis for taxes payable in the year following
the year in which the reassessment is to be completed. The county may submit a reassessment plan that provides for
reassessing more than twenty-five percent (25%) of all parcels of real property in the county in a particular year. A
plan may provide that all parcels are to be reassessed in one (1) year. However, a plan must cover 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 to
begin on July 1, 2014, and was to be completed on or before March 1, 2015.
In addition, all real property assessments are revalued annually to reflect market value based on comparable sales data.
This process is generally known as “Trending.” When a change in assessed value occurs, a written notification is sent
to the affected property owner. If the owner wishes to appeal this action, the owner must first request in writing a
preliminary conference with the county or township official who sent the owner such written notification. That request
must be filed with such official within 45 days after the written notification is given to the taxpayer. That preliminary
conference is a prerequisite to a review of the assessment by the county property tax assessment board of appeals.
While the appeal is pending: (1) any taxes on real property which become due on the property in question must be
paid in an amount based on the immediately preceding year’s assessment, or it may be paid based on the amount that
is billed; and (2) any taxes on personal property which become due on the property in question must be paid in an
amount based on the assessed value reported by the taxpayer on the taxpayer’s personal property tax return, or it may
be paid based on the amount billed.
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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 and the 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 outstanding lease 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 the gross assessed value of real and personal property eligible for the credit. As a result of
such approval, the Amendment has become a part of the State Constitution.
In particular, under the Amendment, with respect to property taxes first due and payable in 2012 and thereafter, the
State General Assembly is required to limit a taxpayer’s property tax liability as follows:
(1) A taxpayer’s property tax liability on tangible property, including curtilage, used as a principal place
of residence by an:
(a) owner of property;
(b) individual who is buying the tangible property under a contract; or
(c) individual who has a beneficial interest in the owner of the tangible property (collectively,
“Tangible Property”);
may not exceed 1% of the gross assessed value of the property that is the basis for the determination of
property taxes.
(2) A taxpayer’s property tax liability on other residential property may not exceed 2% of the gross
assessed value of the property that is the basis for the determination of property taxes.
(3) A taxpayer’s property tax liability on agricultural property may not exceed 2% of the gross assessed
value of the property that is the basis for the determination of property taxes.
(4) A taxpayer’s property tax liability on other real property may not exceed 3% of the gross assessed
value of the property that is the basis for the determination of property taxes.
(5) A taxpayer’s property tax liability on personal property (other than personal property that is
Tangible Property or personal property that is other residential property) within 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.
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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 benefit of 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 local income 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 meet its Debt Service Obligations. The amount of this
transfer is limited to the amount by which the protected taxes are insufficient to meet Debt Service Obligations.
This application of property tax revenues may impact the ability of political subdivisions to provide existing levels of
service and, in extreme cases, the ability to make debt service or lease rental payments.
The Qualified Entity cannot predict the timing, likelihood or impact on property tax collections of any future actions
taken, amendments to the Constitution of the State of Indiana or legislation enacted, regulations or rulings promulgated
or issued to implement any such regulations, statutes or the Amendment described 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
taxes by the Qualified Entity.
Estimated Circuit Breaker Tax Credit for the City:
According to the DLGF, the Circuit Breaker Tax Credits allocable to the City for budget years 2015 and 2016 were
$1,132,485 and $2,917,489, respectively. The Circuit Breaker Tax Credit for budget year 2017 is $2,654,270. These
amounts do not include the estimated lease rental payments due with respect to the Qualified Obligations.
The Circuit Breaker Tax Credit amounts above do not reflect the potential effect of any further changes in the property
tax system or methods of funding local government that may be enacted by the Indiana General Assembly in the
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future. The effects of these changes could affect the Circuit Breaker Tax Credit and the 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 taxing units or the reduction in local income tax (“LIT”) applied to property tax relief could increase
effective property tax rates and the amount of the lost revenue due to the Circuit Breaker Tax Credit, and the resulting
increase could be material.
CONTINUING DISCLOSURE
General:
Pursuant to continuing disclosure requirements promulgated by the Securities and Exchange Commission in SEC Rule
15c2-12, as amended (the “Rule”), the City will enter into a Continuing Disclosure Undertaking Agreement on behalf
of the Authority, to be dated the date of the closing of the Bonds (the “Disclosure Agreement”). The City is the only
obligated person under the Rule and the Disclosure Agreement. The Bond Bank is not a party to the Disclosure
Agreement and is not an obligated person thereunder.
Pursuant to the terms of the Disclosure Agreement, the City will covenant for the benefit of the Bondholders and the
Beneficial Owners (as hereinafter defined under this caption only), to provide or cause to be provided: (1) the audited
financial statements or Examination Report of the City, as prepared and examined by the State Board of Accounts, for
each fiscal year of the City, commencing with the fiscal year ending December 31, 2017, within sixty (60) days of
receipt from the State Board of Accounts; (2) each year, unaudited financial information (to the extent the audited
financial statements are not yet available) and certain operating data relating to the City for 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 ending December 31, 2017; and (3) 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 audited financial statements and Annual Report will be provided by the City to the Municipal Securities
Rulemaking Board (the “MSRB”). If the City is unable to provide to the MSRB an Annual Report by the date required,
the City shall 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 City to the MSRB. The audited
financial statements and the 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 Agreement are set forth in Appendix G herein.
Compliance with Previous Undertakings:
No discussion of the Bond Bank’s compliance with previous undertakings is included herein, because the Bond Bank
is not a party to the Undertaking Agreement and is not an obligated person with respect to the Rule.
In the previous five years, the City has never failed to comply, in all material respects, with any previous undertakings
in a written contract or agreement specified in subsection (b)(5)(i) of the Rule, except to the extent that the following
are 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, rating changes for bond insurer MBIA Insurance Corporation, now National Public Finance
Guarantee Corporation, were 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 Works Revenue Bonds of 2005, the operating data for the calendar years ended December
31, 2011 and December 31, 2012 and audit for the calendar year ended December 31, 2012 were not filed on a timely
basis. The operating data and audit were not filed until April 22, 2014. The unaudited financials for calendar year
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ended December 31, 2013 were not filed on a timely basis. The unaudited financials were filed on August 29, 2014.
The operating data for the calendar year ended December 31, 2013 was filed on June 30, 2014, one day late.
In regards to the County Option Income Tax Lease Rental 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 operating
data for the calendar year ended December 31, 2012 and audit for the calendar year ended 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 ended December 31, 2013 was filed on June 30, 2014, one day late. The unaudited financials for calendar
year ended December 31, 2013 were not filed on a timely basis. The unaudited financials were filed on August 29,
2014. 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 on March
25, 2016.
In regards to the Indiana Bond Bank Special Program Bonds, Series 2008B - Capital Appreciation Bonds, the operating
data for the calendar year ended December 31, 2012 and audit for the calendar year ended 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 ended December 31, 2012, and audit were filed on April 22, 2014. The unaudited financials for
calendar year ended December 31, 2013 were not filed on a timely basis. The unaudited financials were filed on
August 29, 2014. The operating data for the calendar year ended 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 on March
25, 2016.
In regards to the Junior Waterworks Revenue Bonds of 2012, the audit and operating data for the calendar year ended
December 31, 2012 were not filed on a timely basis. The audit and operating data were not filed until April 21, 2014
and March 28, 2016.
In regards to the Sewage Works Revenue Bonds of 2012, the audit and operating data for the calendar year ended
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 ended 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.
In regards to the Lease Rental Revenue Special Program Bonds, Series 2012A, the unaudited financials and operating
data for the calendar year ended 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 City is now
in full compliance with its undertaking agreements. In addition, the City’s dissemination agent, H.J. Umbaugh &
Associates, Certified Public Accountants, LLP, has established additional policies and procedures to facilitate the
process of timely filings on behalf of the City.
The information in this subcaption concerning the City’s compliance with previous undertakings has been obtained
from sources that the Bond Bank believes to be reliable, but the Bond Bank takes no responsibility for the accuracy
thereof.
BOND RATING
S&P Global Ratings (“S&P Global”) has assigned a bond rating of “AA” to the Bonds. Such rating reflects only the
view of S&P Global and any explanation of the significance of such rating may only be obtained from S&P Global.
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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 Global. 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 2017B-1 Bonds are being purchased, subject to certain conditions, by J.J.B. Hilliard, W.L. Lyons, LLC and Fifth
Third Securities, Inc. (collectively, the “Underwriters”). The 2017B-1 Bonds are being purchased at a purchase price
of $35,722,141.05, which is the par amount of the 2017B-1 Bonds of $32,495,000.00 less the Underwriters’ discount
of $121,856.25 plus the net original issue premium of $3,348,997.30.
The 2017C-1 Bonds and 2017C-2 Bonds are being purchased, subject to certain conditions, by J.J.B. Hilliard, W.L.
Lyons, LLC. The 2017C-1 Bonds are being purchased at a purchase price of $811,943.75, which is the par amount of
the 2017C-1 Bonds of $815,000.00 less the Underwriter’s discount of $3,056.25. The 2017C-2 Bonds are being
purchased at a purchase price of $16,523,321.70, which is the par amount of the 2017C-2 Bonds of $16,600,000.00
less the net discount of $76,678.30 (which consists of the Underwriter’s discount of $62,250.00 plus the original issue
discount of $14,428.30).
The Underwriters intend to offer the applicable Bonds to the public at the offering prices (which may be expressed in
terms of yield) set forth on the inside cover page of this Official Statement. The Underwriters may allow concessions
to certain dealers (including dealers in a selling group of the applicable 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 Underwriters.
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 Entity to 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 officials of the Bond Bank and the Qualified Entity and other sources deemed to be
reliable. The Financial Advisor has not and will not independently verify the completeness and accuracy of the
information contained in the Official Statements.
The Financial Advisor’s duties, responsibilities and fees arise solely as Financial Advisor to the Bond Bank and the
Qualified Entity and they have no secondary obligations or other responsibility. However, Umbaugh is preparing the
Bond Bank Cash Flow Sufficiency Report for the Bonds and the respective Lease Sufficiency Reports related to the
Qualified Obligations; a Parity Report for Qualified Obligations 1, 2 and 3; and an Escrow Verification Report with
respect to the refunding of the 2013 Legacy Bonds. The Financial Advisor’s fees are expected to be paid from proceeds
of the Bonds and the Qualified Obligations.
Municipal Advisor Registration:
Umbaugh is a Municipal Advisor registered with the Securities and Exchange Commission and the Municipal
Securities Rulemaking Board. As such, Umbaugh is providing certain specific municipal advisory services to the Bond
Bank, but is neither a placement agent to the Bond Bank nor a broker/dealer.
The offer and sale of the Bonds shall be made by the Bond Bank, in the sole discretion of the Bond Bank, and under
its control and supervision. The Bond Bank agrees that Umbaugh does not 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.
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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 a related
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 Bonds or 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 Bonds or proposed for consideration will have an
adverse effect on payment or timing of payment or other matters impacting the Bonds or the Qualified Obligations.
The Bond Bank cannot 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
In the opinion of Bond Counsel, under existing laws, interest on the 2017B-1 Bonds is excludable from gross income
for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended and in effect
on the date of issuance of the 2017B-1 Bonds (the “Code”). The opinion of Bond Counsel is based on certain
certifications, covenants and representations of the Bond Bank, the City and the Qualified Entity and is conditioned
on continuing compliance therewith. Interest on the 2017C-1 Bonds and the 2017C-2 Bonds is not excludable from
gross income for federal income tax purposes. In the opinion of Bond Counsel, under existing laws, interest on the
Bonds is exempt from income taxation in the State for all purposes, except the State financial institutions tax. See
Appendix F for the form of opinion of Bond Counsel.
The Code imposes certain requirements which must be met subsequent to the issuance of the 2017B-1 Bonds as a
condition to the excludability of the interest on the 2017B-1 Bonds from gross income for federal income tax purposes.
Noncompliance with such requirements may cause interest on the 2017B-1 Bonds to be included in gross income for
federal income tax purposes retroactively to the date of issue, regardless of the date on which noncompliance occurs.
Should the 2017B-1 Bonds bear interest that is not excludable from gross income for federal income tax purposes, the
market value of the 2017B-1 Bonds would be materially and adversely affected. It is not an event of default if interest
on the 2017B-1 Bonds is not excludable from gross income for federal income tax purposes pursuant to any provision
of the Code which is not in effect on the date of issuance of the 2017B-1 Bonds.
The interest on the 2017B-1 Bonds is not a specific preference item for purposes of the federal individual or corporate
alternative minimum taxes. However, interest on the 2017B-1 Bonds is taken into account in determining adjusted
current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations.
The 2017B-1 Bonds are not “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code.
Indiana Code § 6-5.5 imposes a franchise tax on certain taxpayers (as defined in Indiana Code § 6-5.5) which, in
general, include all corporations which are transacting the business of a financial institution in the State. The franchise
tax is measured in part by interest excluded from gross income under Section 103 of the Code minus associated
expenses disallowed under Section 265 of the Code.
Although Bond Counsel will render an opinion that interest on the 2017B-1 Bonds is excludable from gross income
for federal income tax purposes and that interest on the Bonds is exempt from State income tax, the accrual or receipt
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of interest on the Bonds may 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.
The foregoing does not purport to be a comprehensive description of all of the tax consequences of owning the Bonds.
Prospective purchasers of the Bonds should consult their own tax advisors with respect to the foregoing and other tax
consequences of owning the Bonds.
ORIGINAL ISSUE DISCOUNT
The initial public offering prices of the 2017B-1 Bonds maturing on January 15, 2033 and January 15, 2036
(collectively the “Discount Bonds”), are less than the principal amounts thereof payable at maturity. As a result, the
Discount Bonds will be considered to be issued with original issue discount. The difference between the initial public
offering price of each maturity of the Discount Bonds, as set forth on the inside cover page of this Official Statement
(assuming it is the first price at which a substantial amount of that maturity is sold) (the “Issue Price” for such
maturity), and the amount payable at its maturity, will be treated as “original issue discount.” The original issue
discount on each of the Discount Bonds is treated as accruing daily over the term of such Discount Bond on the basis
of the yield to maturity determined on the basis of compounding at the end of each six-month period (or shorter period
from the date of the original issue) ending on January 15 and July 15 (with straight line interpolation between
compounding dates). An owner who purchases a Discount Bond in the initial public offering at the Issue Price for
such maturity will treat the accrued amount of original issue discount as interest which is excludable from the gross
income of the owner of that Discount Bond for federal income tax purposes.
Section 1288 of the Code provides, with respect to tax-exempt obligations such as the Discount Bonds, that the amount
of original issue discount accruing each period will be added to the owner’s tax basis for the Discount Bonds. Such
adjusted tax basis will be used to determine taxable gain or loss upon disposition of the Discount Bonds (including
sale, redemption or payment at maturity). Owners of Discount Bonds who dispose of Discount Bonds prior to maturity
should consult their tax advisors concerning the amount of original issue discount accrued over the period held and
the amount of taxable gain or loss upon the sale or other disposition of such Discount Bonds prior to maturity.
The original issue discount that accrues in each year to an owner of a Discount Bond may result in certain collateral
federal income tax consequences. Owners of any Discount Bonds should be aware that the accrual of original issue
discount in each year may result in a tax liability from these collateral tax consequences even though the owners of
such Discount Bonds will not receive a corresponding cash payment until a later year.
Owners who purchase Discount Bonds in the initial public offering but at a price different from the Issue Price for
such maturity should consult their own tax advisors with respect to the tax consequences of the ownership of the
Discount Bonds.
The Code contains certain provisions relating to the accrual of original issue discount in the case of subsequent
purchasers of bonds such as the Discount Bonds. Owners who do not purchase Discount Bonds in the initial public
offering should consult their own tax advisors with respect to the tax consequences of the ownership of the Discount
Bonds.
Owners of Discount Bonds should consult their own tax advisors with respect to the state and local tax consequences
of owning the Discount Bonds. It is possible under the applicable provisions governing the determination of state or
local income taxes that accrued interest on the Discount Bonds may be deemed to be received in the year of accrual
even though there will not be a corresponding cash payment until a later year.
AMORTIZABLE BOND PREMIUM
The initial public offering prices of the 2017B-1 Bonds maturing on July 15, 2019, through and including January 15,
2032, January 15, 2034, January 15, 2035 and on July 15, 2037 (collectively, the “Premium Bonds”), are greater than
the principal amounts thereof payable at maturity. As a result, the Premium Bonds will be considered to be issued
with amortizable bond premium (the “Bond Premium”). An owner who acquires a Premium Bond in the initial public
offering will be required to adjust the owner’s basis in the Premium Bond downward as a result of the amortization of
the Bond Premium, pursuant to Section 1016(a)(5) of the Code. Such adjusted tax basis will be used to determine
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taxable gain or loss upon the disposition of the Premium Bonds (including sale, redemption or payment at maturity).
The amount of amortizable Bond Premium will be computed on the basis of the taxpayer’s yield to maturity, with
compounding at the end of each accrual period. Rules for determining (i) the amount of amortizable Bond Premium
and (ii) the amount amortizable in a particular year are set forth in Section 171(b) of the Code. No income tax
deduction for the amount of amortizable Bond Premium will be allowed pursuant to Section 171(a)(2) of the Code,
but amortization of Bond Premium may be taken into account as a reduction in the amount of tax-exempt income for
purposes of determining other tax consequences of owning the Premium Bonds. Owners of the Premium Bonds
should consult their tax advisors with respect to the precise determination for federal income tax purposes of the
treatment of Bond Premium upon the sale or other disposition of such Premium Bonds and with respect to the state
and local tax consequences of owning and disposing of the Premium Bonds.
Special rules governing the treatment of Bond Premium, which are applicable to dealers in tax-exempt securities, are
found in Section 75 of the Code. Dealers in tax-exempt securities are urged to consult their own tax advisors
concerning the treatment of Bond Premium.
LITIGATION
There is no litigation pending, or, to the knowledge of the officers for the Bond Bank, threatened, against the Bond
Bank or the Qualified Entity, which in any way questions or affects the validity of the Bonds or the Qualified
Obligations, or any proceedings or transactions relating to the issuance, sale or delivery thereof.
The officers and counsel for the Bond Bank and the Qualified Entity will certify at the time of delivery of the Bonds
and the Qualified Obligations that there is no litigation pending or in any way threatened questioning the validity of
the Bonds or the Qualified Obligations, or any of the proceedings had relating to the authorization, issuance and sale
of the Bonds or the Qualified Obligations that would result in a material adverse impact on the financial condition of
the Bond Bank or the Qualified Entity or the ability of the Bond Bank or the Qualified Entity to pay debt service on
the Bonds or the Qualified Obligations, respectively.
CERTAIN LEGAL MATTERS
Legal matters incident to the authorization, issuance and sale of the Bonds are subject to the unqualified approving
opinion of Barnes & Thornburg LLP, Indianapolis, Indiana, as Bond Counsel to the Bond Bank, whose approving
opinion will be available at the time of delivery of the Bonds. Barnes & Thornburg LLP has not been asked nor has it
undertaken to review the accuracy or sufficiency of this Official Statement, and will express no opinion thereon. The
form of opinion of Bond Counsel with respect to the Bonds is included in Appendix F of this Official Statement.
Certain legal matters will be passed on for the City by Douglas C. Haney as Corporation Counsel for the City, for the
Commission by its counsel Wallack Somers & Haas, P.C., and for the Underwriters by their counsel, Faegre Baker
Daniels LLP, Indianapolis, Indiana.
Barnes & Thornburg LLP, Indianapolis, Indiana, serves as bond counsel to the Qualified Entity in connection with
the issuance, execution and delivery of the Qualified Obligations and will be passing on certain legal matters in
connection therewith. Issuance of the Qualified Obligations and sale of the Qualified Obligations to the Bond Bank is
subject to the unqualified approving opinion of Barnes & Thornburg LLP.
LEGAL OPINIONS AND ENFORCEABILITY OF REMEDIES
The enforceability of the rights and remedies of the Trustee or the registered owners of the Bonds under the Bond
Bank Indenture are 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 Indenture
may be limited.
The various legal opinions to be delivered concurrently with the delivery of the Bonds will 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
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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 County and 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 to those police powers.
_____________________________
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APPENDIX A
TABLE OF CONTENTS
Page(s)
City of Carmel
General Physical and Demographic Information
Location and 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
General Economic 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 of Net 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 Revenues, Expenditures and Changes in Fund Balances - Governmental Funds ....... A-21 - A-22
Statement of Receipts and Disbursements ....................................................................................... A-23 - 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 OCATION AND 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 City and Indianapolis professionals.
Personal income statistics are above the national and State of Indiana averages. Hamilton County ranks first in the
State of Indiana for median household income and second in the State for per capita personal income. The
unemployment rate in Hamilton County has been substantially lower than that of the State of Indiana during 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 City to Indianapolis provides
increased employment and higher education opportunities for local residents.
The City’s proximity to Indianapolis also provides City residents with an abundance of cultural, recreational, and
entertainment activities including the Indianapolis Symphony Orchestra, Clowes Memorial Hall, the Ballet Theater
and Opera Company, the Indianapolis Children’s Choir, the Indianapolis Museum of Art, the Indiana State Museum,
the Eiteljorg Museum of American Indians and Western Art, the Indiana Repertory Theatre, and the Children’s
Museum of Indianapolis.
Indianapolis, famous for “Indy 500” racing and 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.
During the past ten years, park land in the City has increased from 20 to nearly 1,000 acres 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 City recreational feature is the Monon Greenway, a 5-mile paved trail built on an
old rail corridor, which extends through the center of Carmel and links into the 10.5-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 $175 million Center for the Performing Arts in City Center, which includes
the Palladium - a state of the art, 1,600 seat concert hall; the Tarkington, a 500-seat proscenium theater and the 200-
seat Studio Theater. The Center is home to many local arts organizations including The Booth Tarkington Civic
Theatre and the Carmel Symphony Orchestra.
The Carmel Arts and Design District, located in the heart of Old Town Carmel, is comprised of galleries, eateries,
boutiques, gift and interior design shops, antique stores, and other retail establishments geared toward the arts. It is
also home to the Indiana Design Center, a premier destination for design in the Midwest.
The Carmel Clay Public Library serves residents of the City. The library provides students, teachers and residents of
the City access to books, other resource materials and programs located in the library as 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.
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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 Works Information and Communications Systems
Board of Zoning Appeals Law
Cable and Telecommunications Commission Parks & Recreation
Communications Center (911) Plan Commission
Community Development Corporation Planning and Zoning
Community Relations Police
Economic Development Commission Redevelopment Authority
Engineering Redevelopment Commission
Ethics Commission Storm Water Management
Fire Streets
Historic Preservation Commission Utilities
Human Resources
The City employs a total of approximately 573 full-time and 70 part-time employees with union representation as
follows:
Union Number of Contract
Union Name Representation Members Expiration Date
Carmel Professional Firefighters IAFF #4444 Firefighters 128 12/31/18
Fraternal Order of Police Police 104 12/31/18
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 be elected 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 serves the 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 -
2017 enrollment for the School Corporation at 15,942 students, with approximately 1,109 certified and 1,301 non-
certified employees. Special studies in the areas of Gifted & Talented, English as a New Language, Special
Education, and Title 1 services are provided by the School Corporation. In addition, the J. Everett Light Career
Center provides vocational programs in auto mechanics, computers, construction trades, dental occupations,
electronics, machine trades and radio/television production, among others.
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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 an annuity provided by the member’s annuity savings account. The annuity
savings account consists of members’ contributions, set by state statute at 3 percent of compensation, plus the
interest credited to the member’s account. The employer may elect to make the contributions on behalf of the
member.
INPRS administers the plan and issues a publicly available financial report that includes financial statements and
required supplementary information for the plan as a whole and for its participants. That report may be obtained by
contacting:
Indiana Public Retirement System
1 North Capitol Street, Suite 001
Indianapolis, Indiana 46204
Phone (888) 526-1687
Funding Policy and Annual Pension Cost
The contribution requirements of the plan members for PERF are established by the Board of Trustees of INPRS.
1925 Police Officers’ Pension Plan
Plan Description
The 1925 Police Officers’ Pension Plan is a single-employer defined benefit pension plan. The plan is administered
by the local pension board as authorized by State statute (IC 36-8-6). The plan provides retirement, disability, and
death benefits to plan members and beneficiaries. The plan was established by the plan administrator, as provided
by State statute. The plan administrator does not issue a publicly available financial report that includes financial
statements and required supplementary information of the plan.
Funding Policy
The contribution requirements of plan members for the 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 IC 5-10.3-11.
1937 Firefighters’ Pension Plan
Plan Description
The 1937 Firefighters’ Pension Plan is a single-employer defined benefit pension plan. The plan is administered by
the local pension board as authorized by State statute (IC 36-8-7). The plan provides retirement, disability, and
death benefits to plan members and beneficiaries. The plan was established by the plan administrator, as provided
by State statute. The plan administrator does not issue a publicly available financial report that includes financial
statements and required supplementary information of the plan.
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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 IC 5-10.3-11.
1977 Police Officers’ and Firefighters’ Pension and Disability Fund
Plan Description
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 Plan for all police officers
and firefighters hired after April 30, 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.
THER P OST-E MPLOYMENT B ENEFITS(OPEB)
O
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 administered by 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 $3,873,778.
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 100 companies have international,
national or regional headquarters located in the City. Hamilton County has the second highest per capita income and
highest median household income in the State of Indiana.
A-4
The newest or expanded businesses in the City include Allied Solutions, Delta Faucet expansion, Demand Jump,
Eleven Fifty Consulting, enVista, Flix Brewhouse, Geico, GyanSys- relocation, HDR Advisory, Kroger, Market
District, Next Gear, Orchard Software, Policy Stat, Stratice Healthcare and Theta Chi, relocation.
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. EduSource, a custom software development firm,
announced plans to invest $1.1 million to expand operations in the City. The company anticipates to add 30 new
jobs by 2019 and to move into a bigger headquarters in the City. In May 2017, Allegion Americas announced plans
to expand its regional headquarters in the City. The company will invest $4 million and add 125 new high paying
jobs by 2020.
Along US 31, 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 Mutual Insurance 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 its newly 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
111 Street on the east side of Meridian.
One of the City’s largest employers is CNO Financial Group, Inc. It is a life insurance holding company that was
founded in 1979 and acquired 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
employees is currently approximately 1,700.
Liberty Mutual Insurance, which began operations in 1912, employs 1,200 according to company officials. The
employment trend has been steady in the past year and is expected to 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 1,250 employees; Resort
Condominium Intl. (RCI), a resort hotel exchange network, with 1,125 employees per Invest Hamilton County; The
Capital Group, a financial services management company, with approximately 975 employees; Next Gear Capital
with 694 employees; KAR Auction with 906 employees; 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 450 employees 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 cultural and civic center, undergoing a tremendous
amount of new construction, including offices, restaurants, retail, up-scale apartments, condominiums, town homes
and public spaces and monuments designed to create a vibrant urban atmosphere.
The oldest part of this area is known today as the Carmel Arts & Design District, home to more than 100 arts and
design related businesses, including art galleries, design studios and the Indiana Design Center, where professional
designers maintain offices and showrooms.
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The City Center redevelopment project is home to the Center for the Performing Arts and several mixed-use
buildings, including Carmel City Center, the James, the Nash, the Mezz on the Monon and nearly a dozen more
buildings scheduled to be constructed in the next few years.
The City also approved and has started construction on the first several phases of its Midtown redevelopment
project, which includes mixed-use buildings and has already attracted two corporate headquarters in buildings that
are already or 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.
The City has approved and broke ground in August 2017 on 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 announced plans 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 City received $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 has also been completed on the major upgrade of 13 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.
YearReported
NameEstablishedType of BusinessEmployment
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
CountyIndianaLabor Force
Year
2012151,115
5.3%8.3%
20135.0%7.7%155,870
20144.1%5.9%161,117
20153.4%4.8%167,469
3.2%4.4%172,142
2016
2017, Sept.2.8%3.6%175,683
Source: Indiana Business Research Center. Data collected as of October 23, 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
PopulationChangePopulationChange
Year
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%
91,065 14.99%316,373 15.23%
2016, Est.
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
Hamilton
Years of
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
(1st qtr. of 2017)N/A$1,451$1,278
Land area in square miles - 201047.46394.2735,826.11
Population per land square mile - 201
01,668.6696.4181.0
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 October 23, 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 October 23, 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
ThefollowingscheduleshowstheoutstandingindebtednessoftheCityandthetaxingunitswithinandoverlappingitsjurisdictionasofOctober23,2017,including
issuance of the Bonds, 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
Tax-Exempt Special Program Bonds, Series 2017B-1$32,495,00007/15/37
- Qualified Obligation:
Carmel Redevelopment Authority
Tax-Exempt Lease Rental Bonds, Series 2017B-132,495,00007/15/37$32,495,000(1)
Tax-Exempt Special Program Bonds, Series 2017B-2 Private Placement24,000,00007/15/37
- Qualified Obligation:
Carmel Redevelopment Authority
Tax-Exempt Lease Rental Bonds, Series 2017B-224,000,00007/15/3724,000,000(1)
Taxable Special Program Bonds, Series 2017C-1815,00007/15/27
- Qualified Obligation:
Carmel Redevelopment Authority
Taxable Lease Rental Bonds, Series 2017C-1815,00007/15/27815,000(1)
Taxable Special Program Bonds, Series 2017C-216,600,00001/15/35
- Qualified Obligation:
Carmel Redevelopment Authority
Taxable Lease Rental Bonds, Series 2017C-216,600,00001/15/3516,600,000(2)
Taxable Special Program Bonds, Series 2017A7,405,00001/15/42
- Qualified Obligation:
Carmel Redevelopment Authority
Taxable Lease Rental Bonds, Series 2017A7,405,00001/15/427,405,000(2)
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(2)
Carmel Redevelopment Authority
Taxable Lease Rental Bonds, Series 2016D10,890,00001/15/4110,890,000(2)
Multipurpose Bonds, Series 2016214,455,00001/15/36
- Qualified Obligations:
City of Carmel
General Obligation Bonds, Series 2016A1,214,00001/15/361,193,000
General Obligation Bonds, Series 2016B1,089,00001/15/361,070,000
General Obligation Bonds, Series 2016C1,633,00001/15/361,605,000
General Obligation Bonds, Series 2016D1,373,00001/15/361,349,000
General Obligation Bonds, Series 2016E1,599,00001/15/361,572,000
General Obligation Bonds, Series 2016F1,577,00001/15/361,550,000
General Obligation Bonds, Series 2016G1,373,00001/15/361,349,000
General Obligation Bonds, Series 2016H1,577,00001/15/361,550,000
General Obligation Bonds, Series 2016I1,426,00001/15/361,402,000
General Obligation Bonds, Series 2016J1,513,00001/15/361,487,000
General Obligation Bonds, Series 2016K1,394,00001/15/361,370,000
General Obligation Bonds, Series 2016L1,383,00001/15/361,359,000
General Obligation Bonds, Series 2016M1,211,00001/15/361,190,000
Storm Water District Bonds, Series 201630,720,00001/15/3628,827,000
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(2)
Lease Rental Refunding Bonds, Series 2016C (Energy Center Project)15,164,00007/15/3514,768,000(2)
Carmel Redevelopment Authority
LIT Lease Rental Revenue Refunding Bonds, Series 201723,260,000*01/01/3123,260,000*(3)
Lease Rental Revenue Refunding Bonds, Series 2014 (Performing Arts Center) 55,685,00002/01/3355,685,000(2)
County Option Income Tax Lease Rental Revenue Refunding Bonds, Series 2014A 9,380,00001/01/181,280,000
County Option Income Tax Lease Rental Revenue Refunding Bonds, Series 2014B46,795,00007/01/2744,165,000
Lease Rental Revenue Multipurpose Bonds, Series 2012A115,900,00002/01/38115,900,000(2)
Lease Rental Revenue Multipurpose Bonds, Series 2012B (Taxable)69,245,00002/01/2552,355,000(2)
Lease Rental Revenue Refunding Bonds of 2011 25,190,00002/01/2415,495,000
Lease Rental Revenue Bonds of 2005 (Performing Arts Center)
Capital Appreciation Bonds54,745,000(4)02/01/2636,452,914(1) (5)
City of Carmel and Carmel Redevelopment District
Redevelopment District Bonds of 20136,535,00001/15/356,415,000(2)
County Option Income Tax Revenue Refunding Bonds of 20117,180,00012/15/223,930,000
Taxable County Option Income Tax Revenue Refunding Bonds, Series 20068,785,00012/15/181,360,000
Capital Leases02/15/268,275,096(6)
Sub total$687,458,010
*Preliminary, subject to change.
(1)The lease rental and bond payments are anticipated to be paid from Local Income Tax, backed by a Special Benefits Tax.
(2)The lease rental and bond payments are anticipated to be paid from Tax Increment, backed by a Special Benefits Tax.
(3)The City is anticipating refunding the 2010 Bonds with a closing date of on or around December 13, 2017.
(4)Capital Appreciation Bonds. The amount represents the value at maturity. The original issue amount was $27,798,227.15.
(5) Amount represents the accreted value as of October 23, 2017.
(6) As of October 23, 2017, per the Clerk-Treasurer's office.
(Continued on next page)
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SCHEDULE OF INDEBTEDNESS
(Cont'd)
OriginalFinalOutstanding
Par Amount
MaturityAmount
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)3,825,00002/01/423,825,000(2)
Taxable Economic Development Revenue Bonds, Series 2013 (Legacy) 4,500,00001/15/354,181,848(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)9,630,00008/01/318,045,000
Subordinate Economic Development Revenue Bonds, Series 2011B
(Arts District Lofts & Shoppes)3,370,00002/01/353,318,249(3)
Taxable Economic Development Revenue Bonds, Series 2011 (Indiana Spine Group)751,50002/01/31664,600(4)
Taxable Economic Development Revenue Bonds, Series 2011 (116th Street Centre)2,050,00002/01/361,862,470(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)9,500,00001/15/244,760,000(4)
Sub total40,038,651
Total Tax Supported Debt727,496,661(6)
Self-Supporting Revenue Debt
The City of Carmel Local Public Improvement Bond Bank
Special Program Bonds, Series 2016$53,735,00006/01/28$52,835,000
Sewage Works Revenue Bonds of 201211,040,00005/01/329,185,000
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 Refunding Revenue Bonds of 201713,000,00005/01/3713,000,000(7)
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(8)06/01/3434,295,028(9)
2013 Sewage Capital Lease394,74402/19/1841,093(10)
Total Self-Supporting Revenue Debt136,643,211
Total Direct Debt$864,139,872
(1)The bonds were issued as draw bonds. The amount represents the amount of principal drawn down and outstanding as of October 23, 2017.
(2)The bonds were issued as draw bonds, as of August 31, 2017 the full amount had been drawn.
(3)The bonds were issued as draw bonds. The amount represents the amount of principal drawn down and outstanding as of October 23, 2017.
(4) ThebondsarepayablefromTaxIncrementfromaspecificallocationareaanddeveloperorcompanypaymentstotheextentthattheTaxIncrementisinsufficientto
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 October 23, 2017.
(6)TheCityofCarmelhaspledgedupto$650,000ofannualCountyOptionIncomeTaxasadditionalback-upsecuritytotheHamiltonCountyRedevelopment
DistrictTaxIncrementRefundingRevenueBondsof2015,whicharepayablefromTaxIncrementfromtheThomsonEconomicDevelopmentArea.TheCityof
Carmelhaspledgedupto$465,000ofannualCOITasadditionalback-upsecuritytotheHamiltonCountyRedevelopmentAuthorityEconomicDevelopment
LeaseRentalBondsof2011andtheRedevelopmentAuthorityEconomicDevelopmentLeaseRentalBondsof2012,whichbotharepayablefromTaxIncrement
from the 96th Street - U.S. 421 Economic Development Area.
(7)The bonds closed on August 30, 2017 and fully refunded the City's IWC Lines obligation.
(8)Capital Appreciation Bonds. The amount represents the value at maturity. The original issue amount was $20,547,740.20.
(9)Amount represents the accreted value as of October 23, 2017.
(10)As of October 23, 2017, per the Clerk-Treasurer's office.
PercentAmount
Allocable toAllocable to
Overlapping DebtTotal DebtCity (1)City
Tax Supported Debt
Hamilton County$137,450,00034.91%$47,983,795
Hamilton County Redevelopment District (Tax Increment revenues only) 10,045,0000.00%0
Carmel Clay Schools121,925,00097.13%118,425,753
Carmel Clay Public Library 4,695,00097.13%4,560,254
Clay Township35,445,00097.13%34,427,729
Total Tax Supported Debt$205,397,531
(1) Based upon the 2016 payable 2017 net assessed valuation of the respective taxing units.
Note:TheCityofCarmelLocalPublicImprovementBondBankhasapprovedandanticipatesissuingapproximately$10,340,000ofTaxableLITLease
Rental Bonds and $8,405,000 of Taxable TIF Lease Rental Bonds in spring 2018.
TheCarmelRedevelopmentAuthorityhasapprovedandanticipatesissuingapproximately$12,600,000ofTaxableEconomicDevelopmentLease
Rental Bonds (Midtown West Project) in early 2018.
TheBoardofDirectorsoftheDepartmentofStormWaterManagementhasapprovedandtheCityanticipatesafutureissuanceofCityofCarmel
Storm Water Revenue Bonds, payable solely from a direct pledge of the Storm Water Revenues.
TheCityhasapprovedtheissuanceofseveralbondissuesorinstallmentcontractsinconnectionwithproposedprivatedevelopments,whichbondswill
berepaidprimarilyfromdevelopment-specificTaxIncrementalongwithdeveloperguaranteesforthefollowingprojects:Proscenium,LegacyPhase
2,Meridian&Main,Gramercy,SpineGroupexpansionandSunrise.SomeofthesebondissuescouldbeadditionallysecuredwiththeRedevelopment
Special Benefits Tax.
Additionally,certaindevelopershaverecentlyproposedprivatedevelopments(inthefinancingfeasibilitystage)forwhichitislikelythatbondswillbe
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 October 23, 2017, including issuance of the Bonds.
Allocable Portion
of All OtherTotal Direct and
Direct TaxOverlapping TaxOverlapping Tax
Supported DebtSupported DebtSupported Debt
$687,458,010$205,397,531$892,855,541
Per capita (1)$7,549.09$2,255.50$9,804.60
Percent of net assessed valuation (2)9.89%2.96%12.85%
Percent of gross assessed valuation (3)5.36%1.60%6.97%
(1)According to the U.S. Census Bureau, the estimated 2016 population of the City is 91,065.
(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$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
NOTE:Netassessedvaluationsrepresenttheassessedvaluelesscertaindeductionsformortgages,veterans,theagedandthe
blind, as well as tax-exempt property.
RealpropertyisvaluedforassessmentpurposesatitstruetaxvalueasdefinedintheRealPropertyAssessmentRule,50
IAC2.4,the2011RealPropertyAssessmentManual("Manual"),asincorporatedinto50IAC2.4,andthe2011Real
PropertyAssessmentGuidelines("Guidelines"),asadoptedbytheDLGF.Inthecaseofagriculturalland,truetaxvalue
isthevaluedeterminedinaccordancewiththeGuidelinesadoptedbytheDLGFandIC6-1.1-4-13.Inthecaseofall
otherrealproperty,truetaxvalueisdefinedas"themarketvalue-in-useofapropertyforitscurrentuse,asreflectedby
the utility received by the owner or by a similar user, from the property."
P.L.180-2016revisesthefactorsusedtocalculatetheassessedvalueofagriculturalland.Thislegislationisretroactive
totheJanuary1,2016assessmentdateandappliestoeachassessmentdatethereafter.Therevisedfactorsenactedinthe
legislationmayreducethetotalassessedvalueofagriculturalland,whichcouldshiftpropertytaxliabilityfrom
agriculturalpropertyownerstootherpropertyowners.Inaddition,thereductionintheassessedvalueofagricultural
landmayresultinareductionofthetotalassessedvalueofaCity.LowerassessedvaluesofaCitymayresultinhigher
tax rates in order 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 -
Carmel
County 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
2013
2014201520162017
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;
andpropertytaxesforallotherrealandpersonalpropertyarelimitedto3.0%ofgrossassessedvalue.Additionalproperty
taxlimitshavebeenmadeavailabletocertainseniorcitizens.Schoolcorporationsareauthorizedtoimposeareferendum
taxlevytoreplacepropertytaxrevenuethattheschoolcorporationwillnotreceiveduetotheCircuitBreakerTaxCredit.
Otherpoliticalsubdivisionsmaynotincreasetheirpropertytaxlevyorborrowmoneytomakeupforanypropertytax
revenue shortfall due to the application of the Circuit Breaker Tax Credit.
TheStatutecategorizespropertytaxesleviedtopayDebtServiceObligationsas"protectedtaxes,"regardlessofwhether
thepropertytaxeswereapprovedatareferendum,andallotherpropertytaxesas"unprotectedtaxes."Thetotalamountof
revenuetobedistributedtothefundforwhichtheprotectedtaxeswereimposedshallbedeterminedwithoutapplyingthe
CircuitBreakerTaxCredit.TheapplicationoftheCircuitBreakerTaxCreditmustreduceonlytheamountofunprotected
taxesdistributedtoafund.Thepoliticalsubdivisionmayallocatethereductionbyusingacombinationofunprotected
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 Assesse
dNet 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
COutdoor mall81,811,9301.18%
Clay Terrace Partners, LL
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.IndividualparceldataissubmittedbytheCountyAuditortotheDLGF
once 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
Note:ThefollowingfinancialstatementsonpagesA-21-A-22areexcerptsfromtheCity's2015auditreportoftheIndianaStateBoardofAccounts.Consequently,theseschedulesdonotincludealldisclosuresrequired
by generally accepted accounting principles. A complete audit will be furnished upon request. Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
CITY OF CARMEL
STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES -
GOVERNMENTAL FUNDS
For the Year Ended December 31, 2015
RedevelopmentRedevelopmentMotor
RedevelopmentAuthorityAuthorityVehicleTotal
GeneralCommissionDebt ServiceCapital ProjectsHighwayNonmajorTotal
Revenues:
Property tax$32,636,213$9,672,203$1,735,498$44,043,914
Income tax28,847,93428,847,934
Other local tax3,347,333$21,339,6001,086,944380,48426,154,361
Charges for services972,0937,598,2648,570,357
Investment income15,80727,190$3,1172,90325,58074,597
Licenses and permits2,119,76439,4702,159,234
Fines and forfeits644,609143,995788,604
Intergovernmental
Grants3,062,7313,062,731
State shared revenue653,7712,961,2771,255,4534,870,501
Fire service contract1,116,6391,116,639
Contributions286,716286,716
Other local tax3,357,919806,550171,9716,578,75010,915,190
Total revenues73,712,08222,173,3403,117$013,895,29821,106,941130,890,778
Expenditures:
Current:
General government19,673,926461,97320,135,899
Public safety39,648,6405,377,74445,026,384
Streets and other infrastructure421,60813,362,88013,784,488
Economic development380,0513,904,5324,284,583
Culture and recreation3,856,7769,575,80213,432,578
Debt service:
Principal635,0001,990,00013,143,60815,768,608
Interest124,7582,422,02415,927,20918,473,991
Capital outlay:
General government119,885119,885
Public safety75,7603,634,9333,710,693
Streets and other infrastructure1,286,306176,5032,982,9404,445,749
Economic development2,439,8302,439,830
Culture and recreation182,050240,338422,388
Total expenditures65,118,45410,756,38629,070,8171,286,30613,539,38322,273,730142,045,076
Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
(Continued on next page)
A-21
CITY OF CARMEL
(Cont'd)
STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES -
GOVERNMENTAL FUNDS
For the Year Ended December 31, 2015
RedevelopmentRedevelopmentMotor
RedevelopmentAuthorityAuthorityVehicleTotal
GeneralCommissionDebt ServiceCapital ProjectsHighwayNonmajorTotal
Excess (deficiency) of revenues
over (under) expenditures$8,593,628$11,416,954($29,067,700)($1,286,306)$355,915($1,166,789)($11,154,298)
Other financing sources (uses):
Transfers in, governmental funds350,0975,036,00029,878,150700,00035,964,247
Transfers in from enterprise funds400,000614,1001,014,100
Transfers out, governmental funds(13,380,332)(21,001,097)(1,582,818)(35,964,247)
Bond issuance1,250,7441,250,744
Capital leases3,167,0063,167,006
Total other financing sources and uses(13,030,235)(15,565,097)31,128,8940614,1002,284,1885,431,850
Net change in fund balances(4,436,607)(4,148,143)2,061,194(1,286,306)970,0151,117,399(5,722,448)
Fund balances - beginning14,445,09614,823,08015,378,6233,428,6652,450,94014,556,00965,082,413
Fund balances - ending$10,008,489$10,674,937$17,439,817$2,142,359$3,420,955$15,673,408$59,359,965
Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
A-22
ThefollowingschedulesonpageA-23-A-26containlimitedandunauditedfinancialinformationwhichispresentedsolelyfor
thepurposeofconveyingastatementofcashandinvestmentbalancesfortheCity.Consequently,theseschedulesdonot
includealldisclosuresrequiredbygenerallyacceptedaccountingprinciples.Currentreportsareavailableat
https://gateway.ifionline.org/report_builder/.
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
Subtotals$25,342,833$185,622,249$186,084,189$24,880,893
(Continued on next page)
A-23
CITY OF CARMEL
(Cont'd)
STATEMENT OF RECEIPTS AND DISBURSEMENTS
(Unaudited)
BeginningEnding
BalanceBalance
1/1/2016
ReceiptsDisbursements12/31/2016
Subtotals Carried Forward$25,342,833$185,622,249$186,084,189$24,880,893
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
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
November 15, 2017
The City of Carmel Local Public
Improvement Bond Bank
rd
Carmel City Hall, 3 Floor
One Civic Square
Carmel, Indiana 46032
In connection with the issuance of $32,495,000 principal amount of The City of Carmel Local
Public Improvement Bond Bank Special Program Bonds, Series 2017B-1, $815,000 principal
amount of The City of Carmel Local Public Improvement Bond Bank Taxable Special Program
Bonds, Series 2017C-1 and $16,600,000 principal amount of The City of Carmel Local Public
Improvement Bond Bank Taxable Special Program Bonds, Series 2017C-2, we have prepared this
special purpose report including the following schedules for inclusion in the
Preliminary Official Statement dated November 15, 2017.
Page(s)
B-3- B-22 General Comments
Bond Bank Bonds
B-23 Aggregate Sources and Uses
B-24 Amortization of $32,495,000Principal Amount of
Special Program Bonds, Series 2017B-1
B-25 Amortization of $24,000,000Principal Amount of
Special Program Bonds, Series 2017B-2 *
B-26 Amortization of $815,000Principal Amount of
Taxable Special Program Bonds, Series 2017C-1
B-27 Amortization of $16,600,000Principal Amount of
Taxable Special Program Bonds, Series 2017C-2
B-28 Illustrative Debt Service Tax Rate
B-29 Combined Qualified Obligations Net Debt Service
B-30 Sources and Uses (Qualified Obligations 1 through 4)
* The Bond Bank sold the 2017B-2 Bonds in a private placement, through the use of a placement
agent, and are NOT included in this public offering or otherwise described in this Report.
The City of Carmel Local Public
Improvement Bond Bank
November 15, 2017
Page(s)
Qualified Obligations 1 and 2
B-31 Amortization of $32,495,000 Principal Amount of
Lease Rental Bonds, Series 2017B-1 (LIT Supported)
B-32 Amortization of $24,000,000 Principal Amount of
Lease Rental Bonds, Series 2017B-2 (LIT Supported) *
Taxable Qualified Obligations 3 and 4
B-33 Amortization of $815,000 Principal Amount of
Taxable Lease Rental Bonds, Series 2017C-1 (LIT Supported)
B-34 Amortization of $16,600,000 Principal Amount of
Taxable Lease Rental Bonds, Series 2017C-2 (TIF Supported)
B-35 Annual TIF Lease Rentals
B-36 Annual LIT Lease Rental Payments
B-37 Comparison of Estimated LIT Revenues and Outstanding LIT Obligations
B-38 Historical LIT (COIT) Receipts
B-39 Comparison of Estimated CRC Revenues and Obligations
* The Authority has executed and delivered its City of Carmel Redevelopment Authority Lease
Rental Bonds, Series 2017B-2 (LIT Supported/SBT Back-up) which were purchased by the Bond
Bank with the proceeds from the sale of its 2017B-2 Bonds.
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 (Indiana)
$32,495,000 of its Special Program Bonds, Series 2017B-1 2017B-1 , $815,000 of
its Taxable Special Program Bonds, Series 2017C--16,600,000 of
its Taxable Special Program Bonds, Series 2017C--2 Bonds and, together with the
2017B-1 Bonds and the 2017C-1 Bonds, for the purpose of providing funds to (a)
purchase the Qualified Obligations, as further described and defined herein, and (b) pay the costs
of issuance of the Bonds, together with certain related expenses. A portion of the purchase price
of the Qualified Obligations will be retained by the Bond Bank and applied to the payment of
capitalized interest on the Bonds and costs of issuance of the Qualified Obligations, together with
certain related expenses, all as more fully described herein. The City of Carmel Redevelopment
Authority or will deliver its Qualified Obligations to the
The Bond Bank is also issuing $24,000,000 of its Special Program Bonds, Series 2017B-2 (the
-
further described and defined herein, and (b) pay the costs of issuance of the 2017B-2 Bonds,
together with certain related expenses. The 2017B-2 Bonds will be issued under and secured by
the Bond Bank Indenture on parity with the Bonds. It is anticipated that the 2017B-2 Bonds will
be delivered to the purchaser thereof simultaneously with the delivery of the Bonds. The Bond
Bank expects that the 2017B-2 Bonds will be sold in a private placement, through the use of a
placement agent, and therefore the 2017B-2 Bonds are NOT included in this public offering or
otherwise described in this Report.
The Bonds (including the 2017 B-2 Bonds) are authorized by a resolution adopted by the Board
of Directors of the Bond Bank on October 30, 2017, and are issued under and secured by the Trust
Indenture dated as of December 1, Bank and
The Huntington National Bank, in Indianapolis, Indiana, as trustee, registrar and paying agent (the
Qualified Entity will deliver its Qualified Obligations to the Bond Bank, pursuant
to the terms of a purchase agreement with the Bond Bank setting forth the definitive terms and
conditions of the purchase of the Qualified Obligations.
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 Entity with respect to the Qualified Obligations. Simultaneous
with the execution and delivery of the Bonds, the Bond Bank anticipates executing and delivering
its 2017B-2 Bonds, and using the proceeds thereof to purchase Qualified Obligation 2. The 2017B-
2 Bonds will be payable from and secured by the trust estate created under the Bond Bank
Indenture on parity with the pledge thereof to the Bonds. The Bonds do not constitute a debt,
any political subdivision thereof, including the Qualified Entity, under the constitution and laws
(Continued on next page)
B-3
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
of the State or a pledge of the faith, credit and taxing power of the City of Carmel, Indiana (the
, the State or any political subdivision thereof, including the Qualified Entity. The Bond
Bank has no taxing power. The Bond Bank will not maintain a debt service reserve fund for
the Bonds and the provisions of Indiana Code § 5-1.4-5, as amended, will not apply to the
Bonds.
The Bonds are secured by debt service payments on the Qualified Obligations. The payments on
the Qualified Obligations have been structured to be sufficient to pay the principal of and interest
on the Bonds when due.
List of Qualified Obligations
$32,495,000 of City of Carmel Redevelopment Authority Lease Rental Bonds, Series
2017B-1 (LIT Supported/SBT Back-
$815,000 of City of Carmel Redevelopment Authority Taxable Lease Rental Bonds, Series
2017C-1 (LIT Supported/SBT Back-
$16,600,000 of City of Carmel Redevelopment Authority Taxable Lease Rental Bonds, Series
2017C-2 (TIF Supported/SBT Back-
Qualified Obligations 1, 3 and 4 are collect
which are being purchased with the proceeds of the Bonds. In addition, simultaneous with the
execution and delivery of the Qualified Obligations to the Bond Bank, the Authority is expected
to execute and deliver $24,000,000 of its City of Carmel Redevelopment Authority Lease Rental
Bonds, Series 2017B-2 (LIT Supported/SBT Back-
purchased by the Bond Bank with the proceeds from the sale of 2017B-2 Bonds.
Qualified Obligations 1, 2 and 3 do not constitute a corporate obligation of the City or the City of
Carmel Redevelopment Commission , but constitute a special and limited
obligation of the Authority payable solely from the trust estate created and established under a
trust indenture between the Authority and the Trustee (the Authority LIT Indenture, including
the funds and accounts established thereunder. Qualified Obligations 1, 2 and 3 are payable from
lease rental payments to be made by the Commission to the Authority under the terms of a Lease
Agreement dated as of October 10, 2017, between the Authority, as lessor, and the Commission,
as lessee, as amended by an Addendum to Lease Agreement to be dated as of December 14, 2017
(collectively,
he
Outstanding LIT Obligations (defined below). To the extent that the City LIT Revenues would be
insufficient, such LIT Lease Rentals are payable from a special benefits tax (which is a form
d on all taxable property
within the City of Carmel Redevelopment District
boundaries of the Redevelopment District are coterminous with the boundaries of the City.
However, the Commission reasonably expects to pay such LIT Lease Rentals from the City LIT
Revenues.
(Continued on next page)
B-4
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
The pledge of City LIT Revenues is on parity with the prior pledges of the City LIT Revenues to
the payment of the following: (i) debt service due on the Taxable County Option Income Tax
Revenue Refunding Bonds, Series 2006; (ii) lease rentals due on the County Option Income Tax
Lease Rental Revenue Bonds of 2010 (which are expected to be refunded by the LIT Lease Rental
Revenue Refunding Bonds, Series 2017, on December 13, 2017, in which case such lease rentals
will continue to maintain such parity status); (iii) debt service due on the County Option Income
Tax Revenue Refunding Bonds of 2011; (iv) lease rentals due on the County Option Income Tax
Lease Rental Revenue Refunding Bonds, Series 2014A; (v) lease rentals due on the County Option
Income Tax Lease Rental Revenue Refunding Bonds, Series 2014B; (vi) up to $465,000 annually
(as back-up) to the payment of the Hamilton County Redevelopment Authority Economic
Development Lease Rental Bonds of 2011 and the Hamilton County Redevelopment Authority
Economic Development Lease Rental Bonds of 2012 (which have been, and are anticipated to be,
th
paid from Tax Increment generated from the 96 Street - U.S. 421 Economic Development Area);
(vii) up to $650,000 annually (as back-up) to the payment of the Hamilton County Redevelopment
District Tax Increment Refunding Revenue Bonds of 2015 (which have been, and are anticipated
to be, paid from Tax Increment generated from the Thomson Economic Development Area); and,
(viii) lease rentals due on the County Option Income Tax Lease Rental Bonds, 2016A (all together
Qualified Obligation 4 does not constitute a corporate obligation of the City or the Commission,
but constitutes a special and limited obligation of the Authority payable solely from the trust estate
created and established under a trust indenture between the Authority and the Trustee (the
Authority TIF Indenture, including the funds and accounts established thereunder. Qualified
Obligation 4 is payable from lease rental payments to be made by the Commission to the Authority
under the terms of a Lease Agreement dated as of October 10, 2017, between the Authority, as
lessor, and the Commission, as lessee, as amended by an Addendum to Lease Agreement to be
dated as of December 14, 2017 (collectively, TIF Lease and, together with the LIT Lease,
).
all taxable property within 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 TIF Lease Rentals from other revenues legally available to the Commission
, including but not limited to, incremental real and designated depreciable
) derived from one or more allocation areas
he Commission.
The Areas include but are not limited to Amended 126th Street, Amended 126th Street Expansion,
Amended Illinois Street, Carmel Drive, City Center, City Center Expansion, CRC Parcel #12,
Downtown EDA 1, Downtown EDA 2, Grand & Main, Hazel Dell North, Hazel Dell South,
Illinois Street, Illinois Street Expansion, Lauth-Walker, Lurie, Merchants Pointe, Merchants
Square, Meridian & Main, Meridian & Main Spine Group I & II, Old Meridian, Old Meridian
Expansion, Old Methodist, Old Town, Old Town Shoppes, 2006 Old Town Shoppes, Olivia on
Main, 116th Street Centre, Parkwood Crossing, Parkwood East, 2006 Merchants Pointe, Sunrise
on the Monon and Village of West Clay. The base assessment dates of the Areas range from March
1, 1996 to January 1, 2016. However, the Commission is under no obligation to pay the TIF Lease
(Continued on next page)
B-5
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Rentals from any funds other than the Special Benefits Tax. 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 TIF Lease Rentals and thus are not security for the payment
of Qualified Obligation 4 or any of the Bonds. Accordingly, investors should look to the
availability of the Special Benefits Taxes when considering an investment in the Bonds. Payment
of principal and interest on Qualified Obligation 4 is further secured by amounts on deposit in or
credited to a debt service reserve fund to be held under the Authority TIF Indenture.
Information relating to the City LIT Revenues and the Tax Increment is set forth in this Report.
Local Income Tax (LIT) Certified Shares: Definition and Procedures
Pursuant to I.C. 6-3.5-Hamilton County Income Tax Council (the
) at a rate of 1.0%.
In 2015, the General Assembly enacted P.L. 243-2015, as amended by P.L. 197-2016, as further
amended by P.L. 247-2017, to consolidate and simplify the various local income tax laws,
tax, property tax replacement income taxes, and special purpose local income taxes authorized into
-
under the LIT Statute are collect
The LIT Statute combined the previous income taxes into a single income tax with three
components (a) special purpose rate (rate established by special legislation to fund special
projects); (b) property tax relief rate (max rate 1.25%); and (c) expenditure rate (max rate
COIT/CAGIT ,
EDIT, and public safety were recodified as a part of the Expenditure Rate. The LIT Statute also
provides that the total combined local income tax rate in effect in a county on May 1, 2016 under
the former statutes continues in effect after that date and is treated as taxes imposed under the LIT
Statute.
The Income Tax Council consists of the Hamilton County Council and the fiscal bodies of each
city or town that lies either partially or entirely within the county. The allocation of the voting
power of the Income Tax Council is based upon population. Each city or town receives the
percentage of votes that its population bears to the population of the entire county. The county's
percentage is based upon the population in the county that is not located in a city or town. The
county auditor certified the percentages annually on January 1.
Counties impose the LIT on residents of the county and individuals who maintain their principal
place of business or employment in the county and who do not reside in another county in which
a LIT is in effect.
(Continued on next page)
B-6
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Local Income Tax (LIT) Certified Shares: Definition and Procedures
The LIT Revenues are allocated by the
adopting body, by ordinance to either: (i) public safety purposes; (ii) economic development
purposes; or (iii) certified shares, and the allocation is based upon percentages among the civil
taxing units in the county. An ordinance that changes a distribution or allocation of the Expenditure
Rate is effective on the following January 1, provided that the ordinance was adopted prior to
November 2 of the current year. An ordinance adopted after November 1 but prior to January 1
of the following year is effective January 1 of the year that follows the current year by two years.
The allocation remains in effect until it is rescinded or modified. The Expenditure Rate Revenue
may only be allocated to: (1) public safety; (2) economic development projects; and (3) certified
shares. Hamilton County has not imposed a special purpose rate.
In Hamilton County, the total local income tax rate is 1.00% on the adjusted gross income of local
taxpayers in the county, which includes a 1.00% Expenditure Rate, 100% of which is currently
allocated for certified shares.
The State has certified $153,450,144 of the Expenditure Rate Revenue to be distributed in 2018 to
the civil taxing units in Hamilton County pursuant to the LIT Statute. The Ci
certified distribution of the Expenditure Rate Revenue in $39,353,494 in 2018
. Only the City LIT Revenues allocation of the Expenditure Rate is pledged to the
Bonds.
The adopting body may not reduce the combined tax rate below a rate that would produce one and
twenty-five hundredths (1.25) times the total of the highest annual outstanding debt service plus
the highest annual lease payments plus any amount required under the agreements for the bonds
or leases to be deposited in a sinking fund or other reserve, unless: (1) the adopting body; or (2)
any city, town, or county pledges all or a part of its share of revenues from the Expenditure Rate
or a special purpose LIT Revenues for the life of the bonds or the term of the lease, in an amount
that is sufficient, when combined with the amount pledged by the city, town, or county that issued
the bonds or entered into the lease, to produce one and twenty-five hundredths (1.25) times the
total of the highest annual outstanding debt service plus the highest annual lease payments plus
the amount required under the agreements for the bonds or leases to be deposited in a sinking fund
or other reserve.
The LIT Revenues are collected by the State of Indiana and deposited in a special account within
the State general fund.
The amount of LIT Revenues distributed to the county is based on the actual income tax returns
filed by county taxpayers and processed by the Indiana Dep
during the State fiscal year ending before July 1 of the calendar year in which the determination is
made, adjusted for any refunds of LIT Revenues made during the State fiscal year. The amount of
LIT Revenues to be distributed may also be adjusted to offset any overpayments of LIT Revenues
made to the county in prior years, for clerical or mathematical errors, or for tax rate changes.
(Continued on next page)
B-7
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Local Income Tax (LIT) Certified Shares: Definition and Procedures
Before August 2 of each calendar year before 2018 (before June 1 of each calendar after 2017),
the budget agency must provide the DLGF and the county auditor of each adopting county an
estimate of the amount that will be distributed to the county, based on known tax rates. Not later
than fifteen (15) days after receiving the estimate of the certified distribution before 2018 (not later
than July 1 of each year, for calendar years after 2017), the DLGF is required to determine for each
taxing unit and notify the county auditor of the estimated amount of property tax credits, school
distributions, public safety revenue, economic development revenue, certified shares, and special
purpose revenue that will be distributed to the taxing unit during the ensuing calendar year. Not
each taxing unit of the amounts estimated for the taxing unit.
Before October 1 of each calendar year, the budget agency shall certify to the DLGF and the county
auditor of each adopting county: (1) the amount determined under IC 6-3.6-9-4; and (2) the amount
of interest in the
immediately succeeding calendar year. The amount certified shall be adjusted, as necessary, under
IC 6-3.6-9-6 through IC 6-3.6-8. Not later than fifteen (15) days after receiving the amount of the
certified distribution, the DLGF shall determine for each taxing unit and notify the county auditor
of the certified amount of property tax credits, school distributions, public safety revenue,
economic development revenue, certified shares, and special purpose revenue that will be
distributed to the taxing unit under the LIT Statute during the ensuing calendar year. Not later than
thirty (30) days after receiving the estimate, the county auditor shall notify each taxing unit of the
certified amounts for the taxing unit.
The percentage of revenues to be distributed as distributive shares to the eligible civil taxing units
is based on the ratio of the total property taxes due and payable to the eligible civil taxing unit
during the calendar year preceding the distribution year to the total property taxes due and payable
to all eligible civil taxing units of the county during the calendar year preceding the distribution
year
collections less the amount of such property taxes used to pay debt obligations (including bond
and lease payments) issued after June
One-twelfth of the certified distribution will be distributed each month of the ensuing year. The
certified distribution is paid from revenues collected in the year following the certification. If the
actual revenue is less than the certified distribution, this could cause a reduction in certified LIT
Revenues distributions in future years.
(Continued on next page)
B-8
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Local Income Tax (LIT) Certified Shares: Definition and Procedures
As it is collected from each county, LIT Revenues are deposited in a separate trust account for
each county within the state general fund. Revenue derived from the imposition of the tax is to be
distributed to the county that imposed it. The amount that is to be distributed to a county during an
ensuing calendar year equals the amount of tax revenue that the budget agency determines has
been: (1) received from that county for a taxable year ending in a calendar year preceding the
calendar year in which the determination is made; and (2) reported on an annual return or amended
return processed by the department in the state fiscal year ending before July 1 of the calendar year
in which the determination is made; as adjusted for refunds of tax made in the state fiscal year.
Based on the 2017 certified distribution, the City of Carmel is entitled to 25.65% of LIT Revenues
to be distributed to the civil taxing units in the county after any pre-distribution uses. This
property tax levies of all civil taxing units in the county. Other factors could also impact future
LIT Revenues and distributive shares.
The Hamilton County trust balance represents the income taxes held by the State, which are to be
distributed to all applicable units (cities, towns, townships, libraries and county units) in Hamilton
County. The Trust Balance History Report published by the Indiana State Budget Agency on
September 26, 2017 indicates that the actual LIT Revenue balance for Hamilton County at the end
of 2016 was $35,697,729.
Effective July 1, 2016,
account exceeds fifteen percent (15%) of the certified distributions to be made in the County in
the determining year, the State Budget Agency shall make a supplemental distribution to the
County.
THE CITY AND THE INCOME TAX COUNCIL HAVE MADE NO REPRESENTATION,
ARE NOT OBLIGATED TO TAKE ANY ACTION TO INCREASE THE RATE AT WHICH
THE EXPENDITURE RATE IS IMPOSED IN ORDER TO PROVIDE FUNDS TO PAY DEBT
SERVICE PAYMENTS.
Tax Increment Definition and Procedures
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
reassessment of property and after each annual trending of property values for the purpose of
neutralizing the effects on Tax Increment.
(Continued on next page)
B-9
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Tax Increment Definition and Procedures
The incremental assessed values are determined by subtracting the base net assessed values from
the current net assessed values as of the assessment dates. The incremental assessed values are
then multiplied by the current property tax rate to determine the Tax Increment. After property
taxes are paid to the County Treasurer on or before each May 10 and November 10, such taxes are
property tax receipts which represents Tax Increment into the Allocation Fund on or before June
30 or December 31.
In 2008, the Indiana General Assembly amended Indiana Code § 6-1.1-21.2 to allow several
methods of replacing lost Tax Increment caused by legislative or administrative changes (to the
extent the changes cause Tax 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 levy was assumed in
the Tax Increment estimates provided in this Report.
Risks to Bondholders
Prospective investors in the Bonds should be aware that there are risk factors associated with the
Bonds:
(1) The principal of and interest on the Bonds are payable only from debt service payments on
the Qualified Obligations and from the revenues and funds of the Bond Bank pledged
therefor under the Bond Bank Indenture. The Bond Bank has no taxing power. The Bond
Bank will 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 Obligations 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 Obligations are payable
only from respective Lease Rentals received by the Trustee on behalf of the Authority from
the Commission pursuant to the respective Leases. The Authority has no taxing power. The
Authority has no source of funds from which to pay debt service on the Qualified Obligations
except monies collected from Lease Rentals and funds held under the respective Authority
Indentures. If, for any reason, any of the Leased Premises are damaged or destroyed and
unavailable for use, the Commission would no longer be able to pay Lease Rentals under the
respective Leases. Any such abatement would be in proportion to the percentage of the
respective Leased Premises which is unfit or unavailable for use or occupancy However, the
Commission and the Authority have the ability to substitute other existing road
improvements for the respective Leased Premises of equivalent value in order to maintain
the ability of the Commission to continue to pay the respective Lease Rentals.
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B-10
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Risks to Bondholders
(2) General Risks: While the Special Benefits Tax is pledged to the payment of the respective
Lease Rentals on the Qualified Obligations, the Commission intends to pay the LIT Lease
Rentals related to Qualified Obligations 1, 2 and 3 from pledged City LIT Revenues and to
pay the TIF Lease Rentals related to Qualified Obligation 4 from Tax Increment and other
legally available revenues. The Tax Increment and other legally available revenues are not
pledged to the payment of the TIF Lease Rentals. There can be no assurance that in the future
the TIF and other legally available revenues will not be pledged to another obligation, or that
they will be available to pay the TIF Lease Rental with respect to Qualified Obligation 4.
(3) Risks Associated with the Special Benefits Tax Revenues: There are risk factors associated
with the 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 Special Benefits Tax levied on the
Redevelopment District, sufficient funds may not be available to the Commission in time
to pay the respective Lease Rentals when due, thereby impacting the ability of the
Authority to pay debt service on the Qualified Obligations when due. This risk is inherent
in all property tax-supported obligations.
The debt service reserve fund for Qualified Obligation 4 will help to mitigate this
collection risk, but does not eliminate it. The debt service reserve funds for Qualified
Obligation 4 will be held by the Trustee on behalf of the Authority under the terms of the
Authority TIF Indenture. No debt service reserve fund will be established under the Bond
Bank Indenture or otherwise held on behalf of the Bond Bank.
(b) Circuit Breaker Tax Credit. If applicable, the Circuit Breaker Tax Credit will result in a
reduction of property tax collections for each political subdivision in which the Circuit
Breaker Tax Credit is applied. A political subdivision may not increase its property tax
levy or borrow money to make up for any property tax revenue shortfall due to the
application of the Circuit Breaker Tax Credit.
Indiana Code § 6-1.1-20.6-10 requires political subdivisions to fully fund any levies for
the payment of outstanding debt service or lease rental obligations regardless of any
reduction in property tax collections due to the application of the Circuit Breaker Tax
Credit. If property tax collections are insufficient to fully fund debt service or lease rental
levies due to the Circuit Breaker Tax Credit, political subdivisions must use non-property
tax revenues or revenues from property tax levies for other funds (including operating)
to offset revenue loss to the debt service fund.
(Continued on next page)
B-11
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Risks to Bondholders
(b) 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
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
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
25% of all parcels of real property annually or in accordance with its reassessment plan.
All real property must be reassessed under the plan once every four years. Trending is
scheduled to occur on an annual basis. Delays in the reassessment and trending process
or appeals of reassessments could adversely affect the collection of property taxes.
(4) Risks Associated with LIT Revenues:
(a) Risks associated with City LIT Revenues. The Commission reasonably expects to pay the
LIT Lease Rentals from pledged City LIT Revenues on parity with the pledge thereof to
the Outstanding LIT Obligations. There are certain risks associated with LIT Revenues;
however, to the extent that the pledged City LIT Revenues are insufficient, the
Commission is required to levy the Special Benefits Tax. The certified amount of the
required to be available at budget time, which is prior to the deadline for the
determination to levy the Special Benefits Tax for LIT Lease Rentals due in the
subsequent year.
The amount of LIT Revenues, including City LIT Revenues, to be distributed in the
subsequent calendar year must be determined before August 2 of the previous year before
2018 (and before June 1 for each calendar year after 2017), prior to the time the City
budget is set for the subsequent year. The certified LIT Revenues distribution is based on
actual income tax returns filed and processed from July 1 of the prior year through June
30 of the current year, adjusted for any refunds. The amount of LIT Revenues to be
certified may also be adjusted to offset any overpayments of LIT Revenues made to a
county in a prior calendar year, for clerical or mathematical errors or for tax rate changes.
This certified amount is distributed to the County in equal, monthly payments in the
subsequent calendar year. The Commission expects that the amount of City LIT
(Continued on next page)
B-12
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Risks to Bondholders
(a) Revenues to be distributed in the subsequent year by the State to the County and,
ultimately, to the City, will not be less than the amount certified on the previous August
2. The LIT Revenues distribution is paid from actual revenues collected in the year
following the certification. If the actual revenue collected is less than the certified
distribution amount, this could cause a reduction in certified LIT distributions in future
years.
The Income Tax Council may not impose a combined Expenditure Rate of its LIT that
would exceed 2.50%. The County has currently in force an Expenditure Rate of 1.00%
which the Income Tax Council has currently allocated to Certified Shares (as herein after
defined). The City and the Income Tax Council have made no representations, are not
obligated to increase the rate at which the Expenditure Rate is imposed to pay Lease
Rental payments.
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
debt service obligations 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 local income taxes (LIT Revenues) 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.
(b) LIT-Specific Risks: There are certain risks associated with LIT Revenues. This Report
contains information regarding the historical certified distributions of Certified Shares
revenues received by the LIT Revenues City LIT Revenues in the
revenue receipts. Factors impacting LIT Revenues, include but are not limited to the
following:
i. Adverse economic conditions in the City, the State of Indiana or the United States
could result in a reduction in the adjusted gross income of qualifying taxpayers in
ii. Local area or statewide delinquencies in state income tax collection could result in
City LIT Revenues.
(Continued on next page)
B-13
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Risks to Bondholders
iii. The Income Tax Council may not impose a combined Expenditure Rate of its LIT
that would exceed 2.50%. As imposed by the Income Tax Council, the County has
currently in force an Expenditure Rate of 1.00% allocated to Certified Shares. The
County and the Income Tax Council have made no representations, are not
obligated to increase the rate at which the Expenditure Rate is imposed to pay debt
service on Qualified Obligations 1, 2 and 3.
iv. The legislature, or an administrative agency with jurisdiction in the matter, could
enact new laws or regulations or interpret, amend, alter, change or modify, or a
court of competent jurisdiction could interpret, the laws or regulations governing
the collection, distribution, definition or accumulation of the LIT Revenues in a
fashion that would adversely affect the owners of Qualified Obligations 1, 2 and 3.
v. If the City is able to produce one and twenty-five hundredths (1.25) times the total
of the highest annual debt service plus the highest annual lease payments required
for outstanding debt plus any amount required under the agreements for the bonds
combined tax rate; however, the Income Tax Council may not reduce the combined
tax rate lower than the Coverage Requirement unless the adopting body, or any city,
town or county pledge all or a part of its share of revenues from the Expenditure
Rate for the life of the bonds or the term of the lease, in an amount that is sufficient,
LIT Revenues allocation, to meet the Coverage
Requirement. The City or the Income Tax Council make no representations and
are not obligated to take any action to maintain the Expenditure Rate, provided the
Coverage Requirement is maintained.
vi. The LIT Revenues, including City LIT Revenues, are based on actual income tax
returns filed and processed from July 1 of the prior year through June 30 of the
current year, adjusted for any refunds. Before October 1 of each calendar year, the
budget agency shall certify to the department of local government finance
the LIT Statute; and (2) interest in the cou
not been included in a certification made in a preceding year. The amount certified
The amount certified shall be adjusted, as necessary, under IC 6-3.6-8-6, IC 5-3.6-
9-6, and IC 6-3.6-9-8 of the LIT Statute. Not later than fifteen (15) days after
receiving the amount of the certified distribution, the DLGF shall determine for
each taxing unit and notify the County Auditor of the certified amount of property
tax credits, school distributions, public safety revenue, economic development
revenue, certified shares, and special purpose revenue that will be distributed to the
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B-14
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Risks to Bondholders
vi. taxing unit under the LIT Statute during the ensuing calendar year. Not
Auditor shall notify each taxing unit of the certified amounts for the taxing unit.
The amount of LIT Revenues to be certified may also be adjusted to offset any
overpayments of LIT Revenues made to a county in a prior calendar year, for
clerical or mathematical errors or for tax rate changes. This certified amount is
distributed to a county in equal, monthly payments in the subsequent calendar year
applicable units. The City expects that the amount of LIT Revenues, including the
City LIT Revenues, to be distributed in the subsequent year by the State to the
County will not be less than the amount certified in the previous year. The
distribution of LIT Revenues is paid from actual revenues collected in the year
following the certification. If the actual revenue collected is less than the certified
distribution amount, this could cause a reduction in LIT Revenues, including City
LIT Revenues, distributions in future years.
vii. LIT Revenues can vary considerably from year to year depending on the relative
amounts of the property tax levies of the County, the City and the other cities and
the towns located in the County and the amount of LIT Revenues collected from
taxpayers.
viii.
statute based on the ratio of
distributive share for 2017 is approximately 25.65% of the total LIT Revenues
distributed to the cities and towns in the
declines as a percentage of the aggregate property tax levies of the County and cities
tive share of the LIT Revenues would
be reduced.
ix. The Income Tax Council, as the adopting body, may adjust the Expenditure Rate
allocation annually under the LIT Statute. The Income Tax Council may not reduce
the proportional allocation among these uses if the reduction would allocate less to
the payment of bonds or leases for which the Expenditure Rate Revenue has been
pledged in accordance with law than the amount pledged and payable in that year
or required under the agreements for the bonds or leases to be deposited in a sinking
fund or other reserve in that year. If no portion of the Expenditure Rate Revenue
is pledged to bonds or leases, the adopting body is not restricted in the allocation
of additional revenue among the three purposes from year to year.
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B-15
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Risks to Bondholders
(5) Risks Associated with Tax Increment and Other Legally Available Revenues: The
Commission reasonably expects to pay the TIF Lease Rentals 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 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 Special Benefits Tax for the TIF Lease Rentals due in the subsequent year. If insufficient
revenues are collected in the subsequent year, the Commission may not be able to impose an
additional Special Benefits Tax levy until the following budget year, which may cause a
timing delay as receipt of such tax revenue may occur after the TIF Lease Rental is due. The
debt service reserve fund established for Qualified Obligation 4 will help to mitigate this
timing risk, but does not eliminate it. However, the Commission is permitted to use other
legally available funds to make the TIF Lease Rental payments.
(a) Tax Increment-Specific Risks: There are certain risks associated with Tax Increment. The
estimated Tax Increment available to pay TIF Lease Rentals on Qualified Obligation 4 is
based on capturing incremental real and certain designated depreciable personal property
tax revenues in the Areas and is based on projected developments that have not yet been
constructed. The estimate of Tax Increment is dependent on certain assumptions as to
future events, the occurrence of which cannot be guaranteed. There are certain risks
associated with Tax Increment, which include but are not limited to the following:
i. General Risks of Tax Increment Include: (i) destruction of property in the Areas
caused by natural disaster; (ii) delinquent taxes or adjustments of or appeals on
assessments by property owners in the Areas; (iii) a decrease in the assessed value of
properties in the Areas due to increases in depreciation, obsolescence or other factors
by the assessor; (iv) acquisition of property in the Areas by a tax-exempt entity; (v)
removal or demolition of real property improvements by property owners in the
Areas; (vi) delayed billing, collection, or distribution of Tax Increment by the County
Auditor; (vii) a decrease in property tax rates or reinstatement of the State Property
ould 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
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B-16
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Risks to Bondholders
i. 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
funding it with
property taxes) could adversely affect Tax Increment.
ii. Reduction of Tax Rates or Tax Collection Rates. The Tax Increment estimate assumes
that the net property tax rates will remain at approximately the same level throughout
the term of Qualified Obligation 4. Any substantial increase in State funding, federal
aid or other sources of local revenues which would reduce local required fiscal
support for certain public programs or any substantial increase in assessments outside
the Areas could reduce the rates of taxation by the taxing bodies levying taxes upon
property within the Areas and have an adverse effect on the amount of Tax Increment
received by the Commission. Economic conditions or administrative action could
reduce the collection rate achieved by the City within its jurisdiction, including the
Areas. The General Assembly could enact legislation reinstating or changing the
method of calculating, or the size of, the PTRC. Any decrease in the tax rate or
increase in the PTRC could result in a decrease in the amount of Tax Increment.
iii. Local Income Tax. As of 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.
iv. Circuit Breaker Tax Credit. Public Law 146-2008 enacted by the Indiana General
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
x bills. However, if the
Circuit Breaker Tax Credit were to be further applied in future years, the Commission
does 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 2017 tax rates.
(Continued on next page)
B-17
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Risks to Bondholders
v. 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.
vi. 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.
(6) Adverse Legislative Action: It is possible that legislation enacted or proposed for
consideration after the date of the Bonds and the Qualified Obligations will have an adverse
effect on payment or timing of payment or other matters impacting the Bonds and the
Qualified Obligations.
Bond Bank Bonds
Aggregate Sources and Uses - Page B-23
This schedule presents sources and uses of the Bonds. The proceeds in the amount of $32,495,000
from the sale of the 2017B-1 Bonds will be used by the Bond Bank to purchase Qualified
Obligation 1. The proceeds in the amount of $815,000 from the sale of the 2017C-1 Bonds will be
used by the Bond Bank to purchase Qualified Obligation 3. The proceeds in the amount of
$16,600,000 from the sale of the 2017C-2 Bonds will be used by the Bond Bank to purchase
Qualified Obligation 4. The total proceeds from the sale of the Qualified Obligations will be used
by the Qualified Entity to fund various projects in the City, to fund a debt service reserve fund
credit facility to be held at the Qualified Entity level (solely with respect to Qualified Obligation
4), to fund capitalized interest and to pay issuance expenses.
Amortization of $32,495,000 Principal Amount of Special Program Bonds, Series 2017B-1 - Page
B-24
The amortization of the $32,495,000 of Special Program Bonds, Series 2017B-1 is presented in
this schedule. The 2017B-1 Bonds are dated December 14, 2017 and will mature over a period of
approximately 19 years and 7 months, with the final Bonds due July 15, 2037. The amortization
schedule of the 2017B-1 Bonds is based on actual interest rates determined through a negotiated
salewith the Underwriters (as further defined and described in the Official Statement).
(Continued on next page)
B-18
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Amortization of $24,000,000 Principal Amount of Special Program Bonds, Series 2017B-2
(Private Placement) - Page B-25
The amortization of the $24,000,000 of Special Program Bonds, Series 2017B-2 is presented in
this schedule. The Bond Bank sold the 2017B-2 Bonds in a private placement, through the use of
a placement agent, and therefore the 2017B-2 Bonds are NOT included in this public offering or
otherwise described in this Report. The 2017B-2 Bonds are being issued on parity with the Bonds.
The 2017B-2 Bonds will be delivered to the purchaser thereof simultaneously with the delivery of
the Bonds. The amortization schedule of the 2017B-2 Bonds is based on actual interest rates
determined through a private placement.
Amortization of $815,000 Principal Amount of Taxable Special Program Bonds, Series 2017C-1
- Page B-26
The amortization of the $815,000 of Taxable Special Program Bonds, Series 2017C-1 is presented
in this schedule. The 2017C-1 Bonds are dated December 14, 2017 and will mature over a period
of approximately 9 years and 7 months, with the final Bonds due July 15, 2027. The amortization
schedule of the 2017C-1 Bonds is based on actual interest rates determined through a negotiated
salewith the Underwriters (as further defined and described in the Official Statement).
Amortization of $16,600,000 Principal Amount of Taxable Special Program Bonds, Series 2017C-
2 - Page B-27
The amortization of the $16,600,000 of Taxable Special Program Bonds, Series 2017C-2 is
presented in this schedule. The 2017C-2 Bonds are dated December 14, 2017 and will mature over
a period of approximately 17 years and 1 month, with the final Bonds due January 15, 2035. The
amortization schedule of the 2017C-2 Bonds is based on actual interest rates determined through
a negotiated sale with the Underwriters (as further defined and described in the Official Statement).
Illustrative Debt Service Tax Rate - Page B-28
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 Entity with respect to the Qualified Obligations. Qualified
Obligations 1, 2 and 3 are payable from City LIT Revenues and, to the extent that the City LIT
Revenues are insufficient, from the Special Benefits Tax levied on the Redevelopment District.
However, the Commission anticipates paying the Qualified Obligations 1, 2 and 3 from City LIT
Revenues. Qualified Obligation 4 is payable solely from the Special Benefits Tax levied on the
Redevelopment District. However, the Commission anticipates paying Qualified Obligation 4
from CRC Revenues (Tax Increment and other legally available revenues of the Commission).
(Continued on next page)
B-19
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Illustrative Debt Service Tax Rate - Page B-28
This schedule presents the calculation of the illustrative annual debt service tax rate, should the
City levy the Special Benefits Tax for all of the Lease Rental payments with respect to Qualified
Obligations 1, 2, 3 and 4. It is estimated that the debt service tax rate would range from $0.0267
to $0.1134 per $100 of net assessed value, assuming no future growth in assessed value over the
next twenty-8 is $7,216,601,040.
Combined Qualified Obligations Net Debt Service - Page B-29
Sources and Uses - Page B-30
This schedule presents sources and uses of Qualified Obligations 1 through 4. Uses include the
acquisition of a portion of the Lease Premises, the premium for a debt service reserve fund credit
facility (with respect to Qualified Obligation 4), capitalized interest, and issuance costs and
contingencies. The source of funding is the proceeds of Qualified Obligations 1 through 4, the
allocable net reoffering premium and prior 2013A bond funds. Funds from the acquisition of the
Leased Premises will be available for various projects, as described in this Report.
Qualified Obligations 1 and 2
Amortization of $32,495,000 Principal Amount of Lease Rental Bonds, Series 2017B-1 (LIT
Supported) - Page B-31
The amortization of the $32,495,000 of Lease Rental Bonds, Series 2017B-1 (LIT Supported) is
presented in this schedule. Qualified Obligation 1 is dated December 14, 2017 and will mature
over a period of approximately 19 years and 7 months, with the final bonds due July 15, 2037. The
amortization schedule of Qualified Obligation 1 is based on actual interest rates determined
through a negotiated sale to the Bond Bank.
Amortization of $24,000,000 Principal Amount of Lease Rental Bonds, Series 2017B-2 (LIT
Supported) - Page B-32
The amortization of the $24,000,000 of Lease Rental Bonds, Series 2017B-2 (LIT Supported) is
presented in this schedule. Qualified Obligation 2 is not a part of this offering. Qualified
Obligation 2 is dated December 14, 2017 and will mature over a period of approximately 19 years
and 7 months, with the final Bonds due July 15, 2037. The amortization schedule of Qualified
Obligation 2 is based on actual interest rates determined through a negotiated sale to the Bond
Bank.
(Continued on next page)
B-20
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Taxable Qualified Obligations 3 and 4
Amortization of $815,000 Principal Amount of Taxable Lease Rental Bonds, Series 2017C-1 (LIT
Supported) - Page B-33
The amortization of the $815,000 of Taxable Lease Rental Bonds, Series 2017C-1 (LIT Supported)
is presented in this schedule. Qualified Obligation 3 is dated December 14, 2017 and will mature
over a period of approximately 9 years and 7 months, with the final bonds due July 15, 2027. The
amortization schedule of Qualified Obligation 3 is based on actual interest rates determined
through a negotiated sale to the Bond Bank.
Amortization of $16,600,000 Principal Amount of Taxable Lease Rental Bonds, Series 2017C-2
(TIF Supported) - Page B-34
The amortization of the $16,600,000 of Taxable Lease Rental Bonds, Series 2017C-2 (TIF
Supported) is presented in this schedule. Qualified Obligation 4 is dated December 14, 2017 and
will mature over a period of approximately 17 years and 1 month, with the final bonds due January
15, 2035. The amortization schedule of Qualified Obligation 4 is based on actual interest rates
determined through a negotiated sale to the Bond Bank.
Annual TIF Lease Rental Payments Page B-35
This schedule shows the annual TIF Lease Rental payments for Qualified Obligation 4. The amount
of each TIF Lease Rental is reduced to an amount equal to the sum of principal and interest due
each bond year ending January 15, rounded up to the multiple of $1,000 next higher plus an
additional $5,000 each year to cover certain administrative costs and expenses related to Qualified
Obligation 4, payable in equal semiannual installments on January 1 and July 1.
Annual LIT Lease Rental Payments Page B-36
This schedule shows the annual LIT Lease Rental payments for what will support payment of
Qualified Obligations 1, 2 and 3. The amount of each LIT Lease Rental is reduced to an amount
equal to the sum of the aggregate principal and interest due on Qualified Obligations 1, 2 and 3
each bond year ending January 15, rounded up to the multiple of $1,000 next higher plus an
additional $5,000 each year to cover certain administrative costs and expenses related to Qualified
Obligations 1, 2 and 3, payable in equal semiannual installments on January 1 and July 1.
(Continued on next page)
B-21
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
Comparison of Estimated LIT Revenues and Outstanding LIT Obligations - Page B-37
This schedule provides a comparison of the estimated City LIT Revenues with the annual LIT
Lease Rentals securing Qualified Obligations 1, 2 and 3, the $23,260,000* of LIT Lease Rental
Revenue Refunding Bonds, Series 2017 (which are expected to refund the County Option Income
Tax Lease Rental Revenue Bonds of 2010 on or around December 13, 2017), the illustrative
$10,340,000* of Taxable Lease Rental Bonds, Series 2018** (which will pay for a portion of the
hotel project), and the Outstanding LIT Obligations. As shown in this schedule, the annual
coverage is approximately 184%.
The 2017 City LIT Revenues amount is equal to the certified distribution for the City of Carmel
as certified by the Indiana Department of Local Government Finance (DLGF). The 2018 City LIT
Revenues amount is equal to the estimated certified distribution for the City of Carmel as estimated
by the DLGF. The estimated 2019 City LIT Revenues is based on a taxable income growth factor
of approximately 7% based on the 10-year moving average. No growth is assumed in the City LIT
Revenues estimate after 2019.
Historical LIT (COIT) Receipts - Page B-38
This schedule shows the historical LIT Revenues for the City of Carmel and Hamilton County as
certified by the DLGF.
Comparison of Estimated CRC Revenues and Obligations - Page B-39
This schedule provides a comparison of the estimated CRC Revenues, which includes the Tax
Increment generated from the Areas, and the annual TIF Lease Rentals due on Qualified Obligation
4, the illustrative $8,405,000* of Taxable Lease Rental Bonds, Series 2018** (which will pay for
a portion of the hotel project), and other outstanding obligations that are paid from the CRC
Revenues. A portion of the annual surplus revenues are anticipated to be accumulated in special
reserves to reduce the risk of a special benefits tax levy in the event that the CRC Revenues are less
than estimated, and to prepay obligations on or after the optional redemption dates prior to the
expiration of the allocation areas.
*Preliminary, subject to change.
**With such further or different series designation as may hereafter be determined to be necessary
or desirable, including a change to reflect the calendar year in which such bonds may be issued.
B-22
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
AGGREGATE SOURCES AND USES
Tax-ExemptTaxable
Uses of Funds:B-1 BondsC-1 BondsC-2 BondsTotal
Net available proceeds for projects$31,320,000.00$750,000.00$16,100,000.00$48,170,000.00
Defeasance of 2013 Legacy Bonds4,290,912.450.000.004,290,912.45
Capitalized interest800,957.460.000.00800,957.46
Debt service reserve surety policy0.000.0051,243.7151,243.71
Underwriters' Discount 121,856.253,056.2562,250.00187,162.50
Cost of issuance and contingencies264,388.9661,943.75372,077.99698,410.70
Total Uses of Funds$36,798,115.12$815,000.00$16,585,571.70$54,198,686.82
Sources of Funds:
Special Program Bonds, Series 2017$32,495,000.00$815,000.00$16,600,000.00$49,910,000.00
Net premium3,348,997.303,348,997.30
Original issue discount(14,428.30)(14,428.30)
Prior 2013A Bond funds954,117.82954,117.82
Total Sources of Funds$36,798,115.12$815,000.00$16,585,571.70$54,198,686.82
Note: Special Program Bonds, Series 2017 B-2 are nota part of this offering and were privately placed.
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-23
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
AMORTIZATION OF $32,495,000 PRINCIPAL AMOUNT OF
SPECIAL PROGRAM BONDS, SERIES 2017B-1
Bonds dated December 14, 2017
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
07/15/18$32,495,000$800,957.46($800,957.46)$0.00
01/15/1932,495,000683,281.25683,281.25$683,281.25
07/15/1932,495,000$160,0005.000%683,281.25843,281.25
01/15/2032,335,000170,0005.000%679,281.25849,281.251,692,562.50
07/15/2032,165,000180,0005.000%675,031.25855,031.25
01/15/2131,985,000175,0005.000%670,531.25845,531.251,700,562.50
07/15/2131,810,000180,0005.000%666,156.25846,156.25
01/15/2231,630,000190,0005.000%661,656.25851,656.251,697,812.50
07/15/2231,440,000195,0005.000%656,906.25851,906.25
01/15/2331,245,000200,0005.000%652,031.25852,031.251,703,937.50
07/15/2331,045,000205,0005.000%647,031.25852,031.25
01/15/2430,840,000210,0005.000%641,906.25851,906.251,703,937.50
07/15/2430,630,000225,0005.000%636,656.25861,656.25
01/15/2530,405,000230,0005.000%631,031.25861,031.251,722,687.50
07/15/2530,175,000235,0005.000%625,281.25860,281.25
01/15/2629,940,000240,0005.000%619,406.25859,406.251,719,687.50
07/15/2629,700,000250,0005.000%613,406.25863,406.25
01/15/2729,450,000255,0005.000%607,156.25862,156.251,725,562.50
07/15/2729,195,000545,0005.000%600,781.251,145,781.25
01/15/2828,650,000550,0005.000%587,156.251,137,156.252,282,937.50
07/15/2828,100,000875,000(1)5.000%573,406.251,448,406.25
01/15/2927,225,000875,000(1)5.000%551,531.251,426,531.252,874,937.50
07/15/2926,350,000915,000(2)5.000%529,656.251,444,656.25
01/15/3025,435,000925,000(2)5.000%506,781.251,431,781.252,876,437.50
07/15/3024,510,000970,000(3)5.000%483,656.251,453,656.25
01/15/3123,540,000980,000(3)5.000%459,406.251,439,406.252,893,062.50
07/15/3122,560,0001,530,000(4)5.000%434,906.251,964,906.25
01/15/3221,030,0001,530,000(4)5.000%396,656.251,926,656.253,891,562.50
07/15/3219,500,0001,595,000(5)3.000%358,406.251,953,406.25
01/15/3317,905,0001,600,000(5)3.000%334,481.251,934,481.253,887,887.50
07/15/3316,305,0001,655,000(6)4.000%310,481.251,965,481.25
01/15/3414,650,0001,655,000(6)4.000%277,381.251,932,381.253,897,862.50
07/15/3412,995,0001,715,000(7)4.000%244,281.251,959,281.25
01/15/3511,280,0001,725,000(7)4.000%209,981.251,934,981.253,894,262.50
07/15/359,555,0001,785,000(8)3.125%175,481.251,960,481.25
01/15/367,770,0001,785,000(8)3.125%147,590.631,932,590.633,893,071.88
07/15/365,985,0001,950,000(9)4.000%119,700.002,069,700.00
01/15/374,035,0001,970,000(9)4.000%80,700.002,050,700.004,120,400.00
07/15/372,065,0002,065,000(9)4.000%41,300.002,106,300.002,106,300.00
Totals$32,495,000$19,274,710.59($800,957.46)$50,968,753.13$50,968,753.13
(1) $1,750,000 of Term Bonds due January 15, 2029.(6) $3,310,000 of Term Bonds due January 15, 2034.
(2) $1,840,000 of Term Bonds due January 15, 2030.(7) $3,440,000 of Term Bonds due January 15, 2035.
(3) $1,950,000 of Term Bonds due January 15, 2031.(8) $3,570,000 of Term Bonds due January 15, 2036.
(4) $3,060,000 of Term Bonds due January 15, 2032.(9) $5,985,000 of Term Bonds due July 15, 2037.
(5) $3,195,000 of Term Bonds due January 15, 2033.
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-24
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 2 (Bonds Privately Placed)
AMORTIZATION OF $24,000,000 PRINCIPAL AMOUNT OF
SPECIAL PROGRAM BONDS, SERIES 2017B-2
Bonds dated December 14, 2017
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
07/15/18$24,000,000$450,133.33($450,133.33)$0.00
01/15/1924,000,000384,000.00384,000.00$384,000.00
07/15/1924,000,000$150,000(1)3.200%384,000.00534,000.00
01/15/2023,850,000150,000(1)3.200%381,600.00531,600.001,065,600.00
07/15/2023,700,000150,000(1)3.200%379,200.00529,200.00
01/15/2123,550,000155,000(1)3.200%376,800.00531,800.001,061,000.00
07/15/2123,395,000160,000(1)3.200%374,320.00534,320.00
01/15/2223,235,000160,000(1)3.200%371,760.00531,760.001,066,080.00
07/15/2223,075,000165,000(1)3.200%369,200.00534,200.00
01/15/2322,910,000165,000(1)3.200%366,560.00531,560.001,065,760.00
07/15/2322,745,000170,000(1)3.200%363,920.00533,920.00
01/15/2422,575,000175,000(1)3.200%361,200.00536,200.001,070,120.00
07/15/2422,400,000180,000(1)3.200%358,400.00538,400.00
01/15/2522,220,000180,000(1)3.200%355,520.00535,520.001,073,920.00
07/15/2522,040,000185,000(1)3.200%352,640.00537,640.00
01/15/2621,855,000185,000(1)3.200%349,680.00534,680.001,072,320.00
07/15/2621,670,000195,000(1)3.200%346,720.00541,720.00
01/15/2721,475,000195,000(1)3.200%343,600.00538,600.001,080,320.00
07/15/2721,280,000360,000(1)3.200%340,480.00700,480.00
01/15/2820,920,000365,000(1)3.200%334,720.00699,720.001,400,200.00
07/15/2820,555,000540,000(1)3.200%328,880.00868,880.00
01/15/2920,015,000550,000(1)3.200%320,240.00870,240.001,739,120.00
07/15/2919,465,000555,000(1)3.200%311,440.00866,440.00
01/15/3018,910,000565,000(1)3.200%302,560.00867,560.001,734,000.00
07/15/3018,345,000585,000(1)3.200%293,520.00878,520.00
01/15/3117,760,000590,000(1)3.200%284,160.00874,160.001,752,680.00
07/15/3117,170,0001,040,000(1)3.200%274,720.001,314,720.00
01/15/3216,130,0001,055,000(1)3.200%258,080.001,313,080.002,627,800.00
07/15/3215,075,0001,075,000(1)3.200%241,200.001,316,200.00
01/15/3314,000,0001,090,000(1)3.200%224,000.001,314,000.002,630,200.00
07/15/3312,910,0001,105,000(1)3.200%206,560.001,311,560.00
01/15/3411,805,0001,125,000(1)3.200%188,880.001,313,880.002,625,440.00
07/15/3410,680,0001,140,000(1)3.200%170,880.001,310,880.00
01/15/359,540,0001,160,000(1)3.200%152,640.001,312,640.002,623,520.00
07/15/358,380,0001,180,000(1)3.200%134,080.001,314,080.00
01/15/367,200,0001,200,000(1)3.200%115,200.001,315,200.002,629,280.00
07/15/366,000,0002,000,000(1)3.200%96,000.002,096,000.00
01/15/374,000,0002,000,000(1)3.200%64,000.002,064,000.004,160,000.00
07/15/372,000,0002,000,000(1)3.200%32,000.002,032,000.002,032,000.00
Totals$24,000,000$11,343,493.33($450,133.33)$34,893,360.00$34,893,360.00
(1) $24,000,000 of Term Bonds due July 15, 2037.
Note: Special Program Bonds, Series 2017 B-2 are nota part of this offering and were privately placed.
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-25
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
AMORTIZATION OF $815,000 PRINCIPAL AMOUNT OF
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2017C-1
Bonds dated December 14, 2017
PaymentPrincipalInterestBond Year
DatesBalancePrincipalRatesInterestDebt ServiceDebt Service
07/15/18$815,000$35,0002.006%$12,725.18$47,725.18
01/15/19780,00040,0002.142%10,504.5550,504.55$98,229.73
07/15/19740,00040,0002.192%10,076.1550,076.15
01/15/20700,00040,0002.256%9,637.7549,637.7599,713.90
07/15/20660,00040,0002.306%9,186.5549,186.55
01/15/21620,00040,0002.406%8,725.3548,725.3597,911.90
07/15/21580,00040,0002.456%8,244.1548,244.15
01/15/22540,00045,0002.548%7,752.9552,752.95100,997.10
07/15/22495,00045,0002.598%7,179.6552,179.65
01/15/23450,00045,0002.648%6,595.1051,595.10103,774.75
07/15/23405,00045,0002.698%5,999.3050,999.30
01/15/24360,00045,0002.780%5,392.2550,392.25101,391.55
07/15/24315,00045,0002.830%4,766.7549,766.75
01/15/25270,00045,0002.900%4,130.0049,130.0098,896.75
07/15/25225,00045,0002.950%3,477.5048,477.50
01/15/26180,00045,0003.050%2,813.7547,813.7596,291.25
07/15/26135,00045,0003.100%2,127.5047,127.50
01/15/2790,00040,0003.150%1,430.0041,430.0088,557.50
07/15/2750,00050,0003.200%800.0050,800.0050,800.00
Totals$815,000$121,564.43$936,564.43$936,564.43
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-26
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BAN
K
AMORTIZATION OF $16,600,000 PRINCIPAL AMOUNT OF
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2017C-2
Bonds dated December 14, 2017
PaymentPrincipalInterestTotalBond Year
DatesBalancePrincipalRatesInterestDebt ServiceDebt Service
07/15/18$16,600,000$305,108.46$305,108.46
01/15/1916,600,000$300,000(1)2.100%260,282.10560,282.10$865,390.56
07/15/1916,300,000250,000(1)2.100%257,132.10507,132.10
01/15/2016,050,000250,000(1)2.100%254,507.10504,507.101,011,639.20
07/15/2015,800,000455,000(1)2.100%251,882.10706,882.10
01/15/2115,345,000455,000(1)2.100%247,104.60702,104.601,408,986.70
07/15/2114,890,000450,000(1)2.100%242,327.10692,327.10
01/15/2214,440,000445,000(1)2.100%237,602.10682,602.101,374,929.20
07/15/2213,995,000395,000(1)2.100%232,929.60627,929.60
01/15/2313,600,000395,0002.648%228,782.10623,782.101,251,711.70
07/15/2313,205,000445,0002.698%223,552.30668,552.30
01/15/2412,760,000440,0002.780%217,549.25657,549.251,326,101.55
07/15/2412,320,000430,0002.830%211,433.25641,433.25
01/15/2511,890,000425,0002.900%205,348.75630,348.751,271,782.00
07/15/2511,465,000390,0002.950%199,186.25589,186.25
01/15/2611,075,000385,0003.000%193,433.75578,433.751,167,620.00
07/15/2610,690,000350,0003.100%187,658.75537,658.75
01/15/2710,340,000345,0003.150%182,233.75527,233.751,064,892.50
07/15/279,995,000345,0003.200%176,800.00521,800.00
01/15/289,650,000345,0003.300%171,280.00516,280.001,038,080.00
07/15/289,305,000770,000(2)3.350%165,587.50935,587.50
01/15/298,535,000770,000(2)3.350%152,690.00922,690.001,858,277.50
07/15/297,765,000645,000(3)3.450%139,792.50784,792.50
01/15/307,120,000635,000(3)3.450%128,666.25763,666.251,548,458.75
07/15/306,485,000935,000(4)3.550%117,712.501,052,712.50
01/15/315,550,000935,000(4)3.550%101,116.251,036,116.252,088,828.75
07/15/314,615,000970,000(5)3.600%84,520.001,054,520.00
01/15/323,645,000970,000(5)3.600%67,060.001,037,060.002,091,580.00
07/15/322,675,000285,000(6)3.650%49,600.00334,600.00
01/15/332,390,000285,000(6)3.650%44,398.75329,398.75663,998.75
07/15/332,105,000545,000(7)3.700%39,197.50584,197.50
01/15/341,560,000540,000(7)3.700%29,115.00569,115.001,153,312.50
07/15/341,020,000510,000(8)3.750%19,125.00529,125.00
01/15/35510,000510,000(8)3.750%9,562.50519,562.501,048,687.50
Totals$16,600,000$5,634,277.16$22,234,277.16$22,234,277.16
(1) $3,000,000 of Term Bonds due July 15, 2022.(5) $1,940,000 of Term Bonds due January 15, 2032.
(2) $1,540,000 of Term Bonds due January 15, 2029.(6) $570,000 of Term Bonds due January 15, 2033.
(3) $1,280,000 of Term Bonds due January 15, 2030.(7) $1,085,000 of Term Bonds due January 15, 2034.
(4) $1,870,000 of Term Bonds due January 15, 2031.(8) $1,020,000 of Term Bonds due January 15, 2035.
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-27
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
ILLUSTRATIVE DEBT SERVICE TAX RATE
This schedule illustrates the debt rate if all of the Bonds debt service
were paid from a property tax levy. The Commission intends to use other
sources of revenue to repay the debt as shown in this Report.
EstimatedIllustrative
BudgetAnnualTaxNetDebt Service
YearDebt ServiceLevyAssessed ValueTax Rate
(1)(2)(3)(4)
2018$2,030,902$1,929,356$7,216,601,040$0.0267
20193,869,5163,676,0407,216,601,0400.0509
20204,268,4614,055,0387,216,601,0400.0562
20214,239,8194,027,8287,216,601,0400.0558
20224,125,1843,918,9257,216,601,0400.0543
20234,201,5513,991,4737,216,601,0400.0553
20244,167,2863,958,9227,216,601,0400.0549
20254,055,9193,853,1237,216,601,0400.0534
20263,959,3333,761,3667,216,601,0400.0521
20274,772,0184,533,4177,216,601,0400.0628
20286,472,3356,148,7187,216,601,0400.0852
20296,158,8965,850,9517,216,601,0400.0811
20306,734,5716,397,8437,216,601,0400.0887
20318,610,9438,180,3957,216,601,0400.1134
20327,182,0866,822,9827,216,601,0400.0945
20337,676,6157,292,7847,216,601,0400.1011
20347,566,4707,188,1477,216,601,0400.0996
20356,522,3526,196,2347,216,601,0400.0859
20368,280,4007,866,3807,216,601,0400.1090
20374,138,3003,931,3857,216,601,0400.0545
Totals$109,032,955$103,581,307
(1) See pages B-31, B-32, B-33 & B-34.
(2) Assumes financial institutions/license excise factor of 5%, with 95% payable from
a property tax levy.
(3) Based on the estimated net assessed value for 2017 pay 2018 for the City of Carmel
with no growth assumed thereafter.
(4) Represents the illustrative debt service tax rate for the estimated debt per $100 of
net assessed value.
Note: The Bond Bank's Special Program Bonds, Series 2017B-1, 2017B-2, 2017C-1 &
2017C-2 debt service will be paid by the Qualified Obligations as described in the Report.
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-28
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
COMBINED QUALIFIED OBLIGATIONS NET DEBT SERVICE
Qualified Obligation
Carmel Redevelopment AuthorityTotal
Tax-Exempt
BudgetBond BankTaxable
YearQO1QO2QO3QO4Debt Service
(1)(2)(3)(4)
2018$683,281$384,000$98,230$865,391$2,030,902
20191,692,5631,065,60099,7141,011,6393,869,516
20201,700,5631,061,00097,9121,408,9874,268,461
20211,697,8131,066,080100,9971,374,9294,239,819
20221,703,9381,065,760103,7751,251,7124,125,184
20231,703,9381,070,120101,3921,326,1024,201,551
20241,722,6881,073,92098,8971,271,7824,167,286
20251,719,6881,072,32096,2911,167,6204,055,919
20261,725,5631,080,32088,5581,064,8933,959,333
20272,282,9381,400,20050,8001,038,0804,772,018
20282,874,9381,739,1201,858,2786,472,335
20292,876,4381,734,0001,548,4596,158,896
20302,893,0631,752,6802,088,8296,734,571
20313,891,5632,627,8002,091,5808,610,943
20323,887,8882,630,200663,9997,182,086
20333,897,8632,625,4401,153,3137,676,615
20343,894,2632,623,5201,048,6887,566,470
20353,893,0722,629,2806,522,352
20364,120,4004,160,0008,280,400
20372,106,3002,032,0004,138,300
Totals$50,968,753$34,893,360$936,564$22,234,277$109,032,955
(1) See page B-31.
(2) See page B-32.
(3) See page B-33.
(4) See page B-34.
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-29
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligations 1 - 4
SOURCES AND USES
Qualified Obligations
Tax-ExemptTaxable
QO 1 (B-1)QO 2 (B-2)QO 3 (C-1)QO 4 (C-2)
Uses of FundsLIT (1)LIT (1)LIT (1)TIF (2)
Net available proceeds for projects$31,320,000.00$23,290,000.00$750,000.00$16,100,000.00
Defeasance of 2013 Legacy Bonds4,290,912.450.000.000.00
Capitalized interest800,957.46450,133.330.000.00
Debt service reserve surety (MADS at 315 bps)0.000.000.0051,243.71
Underwriters' discount121,856.2590,000.003,056.2562,250.00
Cost of issuance and contingencies264,388.96169,866.6761,943.75372,077.99
Total Uses of Funds$36,798,115.12$24,000,000.00$815,000.00$16,585,571.70
Sources of Funds
Lease Rental Bonds, Series 2017$32,495,000.00$24,000,000.00$815,000.00$16,600,000.00
Net Premium3,348,997.30
Original issue discount(14,428.30)
Prior 2013A Bond Funds954,117.82
Total Sources of Funds$36,798,115.12$24,000,000.00$815,000.00$16,585,571.70
(1) The Bonds are payable from a pledge of the LIT Revenues with a special benefits tax (an ad valorem property tax) back-up.
(2) The Bonds are payable from special benefits tax (an ad valorem property tax) but the Commission reasonably expects, but
is not required, to pay TIF Lease Rentals from Tax Increment revenues or other legally available revenues of the Commission.
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-30
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 1 (Tax-exempt)
AMORTIZATION OF $32,495,000 PRINCIPAL AMOUNT OF
LEASE RENTAL BONDS, SERIES 2017B-1 (LIT Supported)
Bonds dated December 14, 2017
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
07/15/18$32,495,000$800,957.46($800,957.46)$0.00
01/15/1932,495,000683,281.25683,281.25$683,281.25
07/15/1932,495,000$160,0005.000%683,281.25843,281.25
01/15/2032,335,000170,0005.000%679,281.25849,281.251,692,562.50
07/15/2032,165,000180,0005.000%675,031.25855,031.25
01/15/2131,985,000175,0005.000%670,531.25845,531.251,700,562.50
07/15/2131,810,000180,0005.000%666,156.25846,156.25
01/15/2231,630,000190,0005.000%661,656.25851,656.251,697,812.50
07/15/2231,440,000195,0005.000%656,906.25851,906.25
01/15/2331,245,000200,0005.000%652,031.25852,031.251,703,937.50
07/15/2331,045,000205,0005.000%647,031.25852,031.25
01/15/2430,840,000210,0005.000%641,906.25851,906.251,703,937.50
07/15/2430,630,000225,0005.000%636,656.25861,656.25
01/15/2530,405,000230,0005.000%631,031.25861,031.251,722,687.50
07/15/2530,175,000235,0005.000%625,281.25860,281.25
01/15/2629,940,000240,0005.000%619,406.25859,406.251,719,687.50
07/15/2629,700,000250,0005.000%613,406.25863,406.25
01/15/2729,450,000255,0005.000%607,156.25862,156.251,725,562.50
07/15/2729,195,000545,0005.000%600,781.251,145,781.25
01/15/2828,650,000550,0005.000%587,156.251,137,156.252,282,937.50
07/15/2828,100,000875,000(1)5.000%573,406.251,448,406.25
01/15/2927,225,000875,000(1)5.000%551,531.251,426,531.252,874,937.50
07/15/2926,350,000915,000(2)5.000%529,656.251,444,656.25
01/15/3025,435,000925,000(2)5.000%506,781.251,431,781.252,876,437.50
07/15/3024,510,000970,000(3)5.000%483,656.251,453,656.25
01/15/3123,540,000980,000(3)5.000%459,406.251,439,406.252,893,062.50
07/15/3122,560,0001,530,000(4)5.000%434,906.251,964,906.25
01/15/3221,030,0001,530,000(4)5.000%396,656.251,926,656.253,891,562.50
07/15/3219,500,0001,595,000(5)3.000%358,406.251,953,406.25
01/15/3317,905,0001,600,000(5)3.000%334,481.251,934,481.253,887,887.50
07/15/3316,305,0001,655,000(6)4.000%310,481.251,965,481.25
01/15/3414,650,0001,655,000(6)4.000%277,381.251,932,381.253,897,862.50
07/15/3412,995,0001,715,000(7)4.000%244,281.251,959,281.25
01/15/3511,280,0001,725,000(7)4.000%209,981.251,934,981.253,894,262.50
07/15/359,555,0001,785,000(8)3.125%175,481.251,960,481.25
01/15/367,770,0001,785,000(8)3.125%147,590.631,932,590.633,893,071.88
07/15/365,985,0001,950,000(9)4.000%119,700.002,069,700.00
01/15/374,035,0001,970,000(9)4.000%80,700.002,050,700.004,120,400.00
07/15/372,065,0002,065,000(9)4.000%41,300.002,106,300.002,106,300.00
Totals$32,495,000$19,274,710.59($800,957.46)$50,968,753.13$50,968,753.13
(1) $1,750,000 of Term Bonds due January 15, 2029.(6) $3,310,000 of Term Bonds due January 15, 2034.
(2) $1,840,000 of Term Bonds due January 15, 2030.(7) $3,440,000 of Term Bonds due January 15, 2035.
(3) $1,950,000 of Term Bonds due January 15, 2031.(8) $3,570,000 of Term Bonds due January 15, 2036.
(4) $3,060,000 of Term Bonds due January 15, 2032.(9) $5,985,000 of Term Bonds due July 15, 2037.
(5) $3,195,000 of Term Bonds due January 15, 2033.
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-31
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 2 (Bonds Privately Placed)
AMORTIZATION OF $24,000,000 PRINCIPAL AMOUNT OF
LEASE RENTAL BONDS, SERIES 2017B-2 (LIT Supported)
Bonds dated December 14, 2017
PaymentPrincipalInterestCapitalizedBond Year
DatesBalancePrincipalRatesInterestInterestDebt ServiceDebt Service
07/15/18$24,000,000$450,133.33($450,133.33)$0.00
01/15/1924,000,000384,000.00384,000.00$384,000.00
07/15/1924,000,000$150,000(1)3.200%384,000.00534,000.00
01/15/2023,850,000150,000(1)3.200%381,600.00531,600.001,065,600.00
07/15/2023,700,000150,000(1)3.200%379,200.00529,200.00
01/15/2123,550,000155,000(1)3.200%376,800.00531,800.001,061,000.00
07/15/2123,395,000160,000(1)3.200%374,320.00534,320.00
01/15/2223,235,000160,000(1)3.200%371,760.00531,760.001,066,080.00
07/15/2223,075,000165,000(1)3.200%369,200.00534,200.00
01/15/2322,910,000165,000(1)3.200%366,560.00531,560.001,065,760.00
07/15/2322,745,000170,000(1)3.200%363,920.00533,920.00
01/15/2422,575,000175,000(1)3.200%361,200.00536,200.001,070,120.00
07/15/2422,400,000180,000(1)3.200%358,400.00538,400.00
01/15/2522,220,000180,000(1)3.200%355,520.00535,520.001,073,920.00
07/15/2522,040,000185,000(1)3.200%352,640.00537,640.00
01/15/2621,855,000185,000(1)3.200%349,680.00534,680.001,072,320.00
07/15/2621,670,000195,000(1)3.200%346,720.00541,720.00
01/15/2721,475,000195,000(1)3.200%343,600.00538,600.001,080,320.00
07/15/2721,280,000360,000(1)3.200%340,480.00700,480.00
01/15/2820,920,000365,000(1)3.200%334,720.00699,720.001,400,200.00
07/15/2820,555,000540,000(1)3.200%328,880.00868,880.00
01/15/2920,015,000550,000(1)3.200%320,240.00870,240.001,739,120.00
07/15/2919,465,000555,000(1)3.200%311,440.00866,440.00
01/15/3018,910,000565,000(1)3.200%302,560.00867,560.001,734,000.00
07/15/3018,345,000585,000(1)3.200%293,520.00878,520.00
01/15/3117,760,000590,000(1)3.200%284,160.00874,160.001,752,680.00
07/15/3117,170,0001,040,000(1)3.200%274,720.001,314,720.00
01/15/3216,130,0001,055,000(1)3.200%258,080.001,313,080.002,627,800.00
07/15/3215,075,0001,075,000(1)3.200%241,200.001,316,200.00
01/15/3314,000,0001,090,000(1)3.200%224,000.001,314,000.002,630,200.00
07/15/3312,910,0001,105,000(1)3.200%206,560.001,311,560.00
01/15/3411,805,0001,125,000(1)3.200%188,880.001,313,880.002,625,440.00
07/15/3410,680,0001,140,000(1)3.200%170,880.001,310,880.00
01/15/359,540,0001,160,000(1)3.200%152,640.001,312,640.002,623,520.00
07/15/358,380,0001,180,000(1)3.200%134,080.001,314,080.00
01/15/367,200,0001,200,000(1)3.200%115,200.001,315,200.002,629,280.00
07/15/366,000,0002,000,000(1)3.200%96,000.002,096,000.00
01/15/374,000,0002,000,000(1)3.200%64,000.002,064,000.004,160,000.00
07/15/372,000,0002,000,000(1)3.200%32,000.002,032,000.002,032,000.00
Totals$24,000,000$11,343,493.33($450,133.33)$34,893,360.00$34,893,360.00
(1) $24,000,000 of Term Bonds due July 15, 2037.
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-32
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 3 (Taxable)
AMORTIZATION OF $815,000 PRINCIPAL AMOUNT OF
TAXABLE LEASE RENTAL BONDS, SERIES 2017C-1 (LIT Supported)
Bonds dated December 14, 2017
PaymentPrincipalInterestBond Year
DatesBalancePrincipalRatesInterestDebt ServiceDebt Service
07/15/18$815,000$35,0002.006%$12,725.18$47,725.18
01/15/19780,00040,0002.142%10,504.5550,504.55$98,229.73
07/15/19740,00040,0002.192%10,076.1550,076.15
01/15/20700,00040,0002.256%9,637.7549,637.7599,713.90
07/15/20660,00040,0002.306%9,186.5549,186.55
01/15/21620,00040,0002.406%8,725.3548,725.3597,911.90
07/15/21580,00040,0002.456%8,244.1548,244.15
01/15/22540,00045,0002.548%7,752.9552,752.95100,997.10
07/15/22495,00045,0002.598%7,179.6552,179.65
01/15/23450,00045,0002.648%6,595.1051,595.10103,774.75
07/15/23405,00045,0002.698%5,999.3050,999.30
01/15/24360,00045,0002.780%5,392.2550,392.25101,391.55
07/15/24315,00045,0002.830%4,766.7549,766.75
01/15/25270,00045,0002.900%4,130.0049,130.0098,896.75
07/15/25225,00045,0002.950%3,477.5048,477.50
01/15/26180,00045,0003.050%2,813.7547,813.7596,291.25
07/15/26135,00045,0003.100%2,127.5047,127.50
01/15/2790,00040,0003.150%1,430.0041,430.0088,557.50
07/15/2750,00050,0003.200%800.0050,800.0050,800.00
Totals$815,000$121,564.43$936,564.43$936,564.43
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-33
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 4 (Taxable)
AMORTIZATION OF $16,600,000 PRINCIPAL AMOUNT OF
TAXABLE LEASE RENTAL BONDS, SERIES 2017C-2 (TIF Supported)
Bonds dated December 14, 2017
PaymentPrincipalInterestBond Year
DatesBalancePrincipalRatesInterestDebt ServiceDebt Service
07/15/18$16,600,000$305,108.46$305,108.46
01/15/1916,600,000$300,000(1)2.100%260,282.10560,282.10$865,390.56
07/15/1916,300,000250,000(1)2.100%257,132.10507,132.10
01/15/2016,050,000250,000(1)2.100%254,507.10504,507.101,011,639.20
07/15/2015,800,000455,000(1)2.100%251,882.10706,882.10
01/15/2115,345,000455,000(1)2.100%247,104.60702,104.601,408,986.70
07/15/2114,890,000450,000(1)2.100%242,327.10692,327.10
01/15/2214,440,000445,000(1)2.100%237,602.10682,602.101,374,929.20
07/15/2213,995,000395,000(1)2.100%232,929.60627,929.60
01/15/2313,600,000395,0002.648%228,782.10623,782.101,251,711.70
07/15/2313,205,000445,0002.698%223,552.30668,552.30
01/15/2412,760,000440,0002.780%217,549.25657,549.251,326,101.55
07/15/2412,320,000430,0002.830%211,433.25641,433.25
01/15/2511,890,000425,0002.900%205,348.75630,348.751,271,782.00
07/15/2511,465,000390,0002.950%199,186.25589,186.25
01/15/2611,075,000385,0003.000%193,433.75578,433.751,167,620.00
07/15/2610,690,000350,0003.100%187,658.75537,658.75
01/15/2710,340,000345,0003.150%182,233.75527,233.751,064,892.50
07/15/279,995,000345,0003.200%176,800.00521,800.00
01/15/289,650,000345,0003.300%171,280.00516,280.001,038,080.00
07/15/289,305,000770,000(2)3.350%165,587.50935,587.50
01/15/298,535,000770,000(2)3.350%152,690.00922,690.001,858,277.50
07/15/297,765,000645,000(3)3.450%139,792.50784,792.50
01/15/307,120,000635,000(3)3.450%128,666.25763,666.251,548,458.75
07/15/306,485,000935,000(4)3.550%117,712.501,052,712.50
01/15/315,550,000935,000(4)3.550%101,116.251,036,116.252,088,828.75
07/15/314,615,000970,000(5)3.600%84,520.001,054,520.00
01/15/323,645,000970,000(5)3.600%67,060.001,037,060.002,091,580.00
07/15/322,675,000285,000(6)3.650%49,600.00334,600.00
01/15/332,390,000285,000(6)3.650%44,398.75329,398.75663,998.75
07/15/332,105,000545,000(7)3.700%39,197.50584,197.50
01/15/341,560,000540,000(7)3.700%29,115.00569,115.001,153,312.50
07/15/341,020,000510,000(8)3.750%19,125.00529,125.00
01/15/35510,000510,000(8)3.750%9,562.50519,562.501,048,687.50
Totals$16,600,000$5,634,277.16$22,234,277.16$22,234,277.16
(1) $3,000,000 of Term Bonds due July 15, 2022.(5) $1,940,000 of Term Bonds due January 15, 2032.
(2) $1,540,000 of Term Bonds due January 15, 2029.(6) $570,000 of Term Bonds due January 15, 2033.
(3) $1,280,000 of Term Bonds due January 15, 2030.(7) $1,085,000 of Term Bonds due January 15, 2034.
(4) $1,870,000 of Term Bonds due January 15, 2031.(8) $1,020,000 of Term Bonds due January 15, 2035.
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-34
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 4 (TIF)
ANNUAL TIF LEASE RENTAL PAYMENTS
BondLease
PaymentPaymentLease Rentals
DatesDatesAnnualSemiannual
07/15/1807/01/18$435,500
01/15/1901/01/19$871,000435,500
07/15/1907/01/19508,500
01/15/2001/01/201,017,000508,500
07/15/2007/01/20707,000
01/15/2101/01/211,414,000707,000
07/15/2107/01/21690,000
01/15/2201/01/221,380,000690,000
07/15/2207/01/22628,500
01/15/2301/01/231,257,000628,500
07/15/2307/01/23666,000
01/15/2401/01/241,332,000666,000
07/15/2407/01/24638,500
01/15/2501/01/251,277,000638,500
07/15/2507/01/25586,500
01/15/2601/01/261,173,000586,500
07/15/2607/01/26535,000
01/15/2701/01/271,070,000535,000
07/15/2707/01/27522,000
01/15/2801/01/281,044,000522,000
07/15/2807/01/28932,000
01/15/2901/01/291,864,000932,000
07/15/2907/01/29777,000
01/15/3001/01/301,554,000777,000
07/15/3007/01/301,047,000
01/15/3101/01/312,094,0001,047,000
07/15/3107/01/311,048,500
01/15/3201/01/322,097,0001,048,500
07/15/3207/01/32334,500
01/15/3301/01/33669,000334,500
07/15/3307/01/33579,500
01/15/3401/01/341,159,000579,500
07/15/3407/01/34527,000
01/15/3501/01/351,054,000527,000
$22,326,000$22,326,000
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-35
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligations 1, 2 and 3 (LIT)
ANNUAL LIT LEASE RENTAL PAYMENTS
LIT Obligations
BondLease TaxableCombinedTax-Exempt
PaymentPaymentQO1QO2QO3TotalLease Rentals
DatesDates2017B-12017B-22017C-1Debt ServiceAnnualSemiannual
(1)(2)(3)
07/15/1807/01/18$50,500
01/15/1901/01/19$683,281.25$384,000.00$98,229.73$1,165,510.98$1,171,0001,120,500
07/15/1907/01/191,431,500
01/15/2001/01/201,692,562.501,065,600.0099,713.902,857,876.402,863,0001,431,500
07/15/2007/01/201,432,500
01/15/2101/01/211,700,562.501,061,000.0097,911.902,859,474.402,865,0001,432,500
07/15/2107/01/211,435,000
01/15/2201/01/221,697,812.501,066,080.00100,997.102,864,889.602,870,0001,435,000
07/15/2207/01/221,439,500
01/15/2301/01/231,703,937.501,065,760.00103,774.752,873,472.252,879,0001,439,500
07/15/2307/01/231,440,500
01/15/2401/01/241,703,937.501,070,120.00101,391.552,875,449.052,881,0001,440,500
07/15/2407/01/241,450,500
01/15/2501/01/251,722,687.501,073,920.0098,896.752,895,504.252,901,0001,450,500
07/15/2507/01/251,447,000
01/15/2601/01/261,719,687.501,072,320.0096,291.252,888,298.752,894,0001,447,000
07/15/2607/01/261,450,000
01/15/2701/01/271,725,562.501,080,320.0088,557.502,894,440.002,900,0001,450,000
07/15/2707/01/271,869,500
01/15/2801/01/282,282,937.501,400,200.0050,800.003,733,937.503,739,0001,869,500
07/15/2807/01/282,310,000
01/15/2901/01/292,874,937.501,739,120.004,614,057.504,620,0002,310,000
07/15/2907/01/292,308,000
01/15/3001/01/302,876,437.501,734,000.004,610,437.504,616,0002,308,000
07/15/3007/01/302,325,500
01/15/3101/01/312,893,062.501,752,680.004,645,742.504,651,0002,325,500
07/15/3107/01/313,262,500
01/15/3201/01/323,891,562.502,627,800.006,519,362.506,525,0003,262,500
07/15/3207/01/323,262,000
01/15/3301/01/333,887,887.502,630,200.006,518,087.506,524,0003,262,000
07/15/3307/01/333,264,500
01/15/3401/01/343,897,862.502,625,440.006,523,302.506,529,0003,264,500
07/15/3407/01/343,261,500
01/15/3501/01/353,894,262.502,623,520.006,517,782.506,523,0003,261,500
07/15/3507/01/353,264,000
01/15/3601/01/363,893,071.882,629,280.006,522,351.886,528,0003,264,000
07/15/3607/01/364,143,000
01/15/3701/01/374,120,400.004,160,000.008,280,400.008,286,0004,143,000
07/15/3707/01/372,106,300.002,032,000.004,138,300.004,141,5004,141,500
$50,968,753.13$34,893,360.00$936,564.43$86,798,677.56$86,906,500$86,906,500
(1) See page B-31.
(2) See page B-32.
(3) See page B-33.
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-36
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligations 1 - 3
COMPARISON OF ESTIMATED LIT REVENUES AND OUTSTANDING LIT OBLIGATIONS
Outstanding LIT (COIT) Obligations
City's LimitedCity's Limited2014 BondsIllustrative
EstimatedCOIT Pledge to2006 COITCOIT Pledge to2011 COIT& Unrefunded20172017 LIT2018C-1Estimated
BudgetLIT (COIT)Hamilton CountyRefundingHamilton CountyRefunding2006 COIT Bonds2016A BondsLIT BondsRefunding BondsLIT BondsTotalLIT (COIT)Estimated
YearDistribution2015 Refunding BondsBonds2011 & 2012 TIF BondsBondsLease RentalsLease RentalsLease RentalsLease RentalsLease RentalsObligationsSurplusCoverage
(1)(2)(3)(4)(5)(6)(7)(8)(9)
2017$36,754,390(10)($650,000)($958,134)($465,000)($749,946)($8,319,000)($3,338,000)($14,480,080)$22,274,310254%
201839,353,494(11)(650,000)(956,363)(465,000)(754,634)(5,653,000)(8,541,000)($1,171,000)($1,200,000)($1,034,000)(20,424,997)18,928,497193%
201942,108,239(12)(650,000)(465,000)(758,858)(5,654,000)(9,458,000)(2,863,000)(1,753,000)(1,316,000)(22,917,858)19,190,381184%
202042,108,239(650,000)(465,000)(762,618)(5,654,000)(9,494,000)(2,865,000)(1,714,000)(1,313,000)(22,917,618)19,190,621184%
202142,108,239(650,000)(465,000)(775,856)(5,648,000)(9,536,000)(2,870,000)(1,655,000)(1,313,000)(22,912,856)19,195,383184%
202242,108,239(650,000)(465,000)(783,456)(5,653,000)(9,575,000)(2,879,000)(1,602,000)(1,310,000)(22,917,456)19,190,783184%
202342,108,239(650,000)(465,000)(5,657,000)(9,689,000)(2,881,000)(2,261,000)(1,315,000)(22,918,000)19,190,239184%
202442,108,239(650,000)(465,000)(5,649,000)(9,772,000)(2,901,000)(2,177,000)(1,308,000)(22,922,000)19,186,239184%
202542,108,239(650,000)(465,000)(5,650,000)(9,846,000)(2,894,000)(2,094,000)(1,313,000)(22,912,000)19,196,239184%
202642,108,239(650,000)(465,000)(5,649,000)(9,922,000)(2,900,000)(2,012,000)(1,314,000)(22,912,000)19,196,239184%
202742,108,239(650,000)(465,000)(2,826,500)(11,944,000)(3,739,000)(2,643,000)(654,500)(22,922,000)19,186,239184%
202842,108,239(650,000)(465,000)(14,548,000)(4,620,000)(2,640,000)(22,923,000)19,185,239184%
202942,108,239(650,000)(465,000)(14,550,000)(4,616,000)(2,637,000)(22,918,000)19,190,239184%
203042,108,239(650,000)(14,969,000)(4,651,000)(2,652,000)(22,922,000)19,186,239184%
203142,108,239(16,399,000)(6,525,000)(22,924,000)19,184,239184%
203242,108,239(16,399,000)(6,524,000)(22,923,000)19,185,239184%
203342,108,239(16,398,000)(6,529,000)(22,927,000)19,181,239184%
203442,108,239(16,399,000)(6,523,000)(22,922,000)19,186,239184%
203542,108,239(16,398,000)(6,528,000)(22,926,000)19,182,239184%
203642,108,239(8,286,000)(8,286,000)33,822,239508%
203742,108,239(4,141,500)(4,141,500)37,966,7391017%
Totals$876,164,417($9,100,000)($1,914,497)($6,045,000)($4,585,368)($62,012,500)($227,175,000)($86,906,500)($27,040,000)($12,190,500)($436,969,365)$439,195,052
(1) $16,870,000 Outstanding Hamilton County Redevelopment District Tax Increment Refunding Revenue Bonds of 2015. The debt service on the Hamilton County 2015 Bonds is paid from tax
increment generated from the Thomson EDA. To the extent tax increment
is not sufficient, the City has pledged up to $650,000 of its annual share of LIT (COIT) to the repayment of the debt service.
(2) Although not formally pledged, debt service on the $1,360,000 Outstanding Redevelopment District Taxable County Option Income Tax Revenue Refunding Bonds, Series 2006 has been, and
is anticipated to be, paid from tax increment generated from the 126th
Street Corridor EDA and the City Center Redevelopment Area.
(3) $13,840,000 Outstanding Hamilton County Redevelopment Authority Economic Development Lease Rental Bonds of 2011 and $3,920,000 Outstanding Hamilton County Redevelopment Authority
Economic Development Lease Rental Bonds of 2012. The
debt service on the Hamilton County 2011 and 2012 Bonds is paid from tax increment generated from the 96th Street-U.S. 421 EDA. To the extent tax increment is not sufficient, the
City has pledged up to $465,000 of its annual share of LIT (COIT) to the
repayment of the debt service.
(4) $3,930,000 Outstanding Redevelopment Authority County Option Income Tax Revenue Refunding Bonds of 2011.
(5) $45,445,000 Outstanding Redevelopment Authority County Option Income Tax Lease Rental Revenue Refunding Bonds, Series 2014A and Series 2014B. Also, includes unrefunded portion of
Outstanding Redevelopment Authority County Option Income Tax
Lease Rental Revenue Bonds, Series 2006, which matured on January 1, 2017.
(6) $139,872,000 Outstanding Redevelopment Authority Lease Rental Bonds, Series 2016A.
(7) See page B-36. Represents LIT Lease Rentals from the LIT Bonds, based on the aggregate debt service payments of the 2017B-1, 2017B-2, and 2017C-1 Bonds.
(8) Represents LIT Lease Rentals from the LIT Lease Rental Revenue Refunding Bonds, Series 2017, scheduled to close December 13, 2017, to refund the COIT Lease Rental Bonds of 2010.
(9) Represents illustrative LIT Lease Rentals for the illustrative Taxable Lease Rental Bonds, Series 2018 C-1 to fund a portion of the Hotel project covered under the LIT Lease
(10) Based on 2017 certified amount per the Department of Local Government Finance.
(11) Based on 2018 estimated amount per the Department of Local Government Finance.
(12) Based on a 7% growth factor.
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-37
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
HISTORICAL LIT (COIT) RECEIPTS
(Unaudited)
TotalCity of Carmel
YearHamilton CountyDistributive Share
PayableLIT (COIT)of LIT (COIT)
(1)(1)
2007$87,534,183$20,610,176
200891,074,58519,903,573
2009101,148,48023,123,787
201099,862,35822,622,715
201193,512,65120,951,758(2)
2012100,063,72921,510,782(3)
2013105,945,75324,445,596
2014116,996,44526,991,843
2015122,989,33128,585,760
2016128,929,04630,151,095
2017142,978,39436,754,390
2018153,450,14439,353,494(4)
(1) Certified distributions.
(2) Adjusted to reflect additional funds distributed by the State
in April 2012 due to a correction.
(3) Certified amount revised by the State in April 2012.
(4) Represents the estimated distribution per the DLGF as of
August 1, 2017.
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-38
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
Qualified Obligation 4
COMPARISON OF ESTIMATED CRC REVENUES AND OBLIGATIONS
Obligations
QO4IllustrativeNet
TaxOutstandingTaxableTaxableAnnualSpecialAnnualCumulative
CollectionTotal EstimatedDistrict2017C-2 Bonds2018C-2 BondsTotalSurplus/AnnualReserveSurplus/AnnualSpecial
YearCRC RevenuesObligationsLease RentalsLease RentalsObligations(Deficit)CoverageContribution(Deficit)CoverageReserve
(1)(2)(3)(4)(5)
$3,236,622(6)
2017$25,210,802($20,810,008)($20,810,008)$4,400,794121%$4,400,794121%3,236,622
201826,673,591(22,045,958)($871,000)($446,000)(23,362,958)3,310,634114%$1,400,0001,910,634108%4,636,622
201927,740,638(23,540,548)(1,017,000)(703,000)(25,260,548)2,480,090110%1,400,0001,080,090104%6,036,622
202028,869,974(24,166,703)(1,414,000)(702,000)(26,282,703)2,587,272110%1,400,0001,187,272105%7,436,622
202129,588,732(24,858,049)(1,380,000)(701,000)(26,939,049)2,649,683110%1,400,0001,249,683105%8,836,622
202230,201,080(25,519,620)(1,257,000)(703,000)(27,479,620)2,721,460110%1,400,0001,321,460105%10,236,622
202331,394,349(26,545,216)(1,332,000)(704,000)(28,581,216)2,813,133110%1,400,0001,413,133105%11,636,622
202431,457,394(26,659,525)(1,277,000)(699,000)(28,635,525)2,821,869110%1,400,0001,421,869105%13,036,622
202532,029,024(27,280,950)(1,173,000)(704,000)(29,157,950)2,871,074110%1,400,0001,471,074105%14,436,622
202632,600,843(27,904,475)(1,070,000)(706,000)(29,680,475)2,920,368110%1,400,0001,520,368105%15,836,622
202733,165,427(28,442,925)(1,044,000)(698,000)(30,184,925)2,980,502110%1,400,0001,580,502105%17,236,622
202833,295,451(27,742,044)(1,864,000)(698,000)(30,304,044)2,991,407110%1,400,0001,591,407105%18,636,622
202921,987,882(7)(16,768,931)(1,554,000)(703,000)(19,025,931)2,961,951116%1,400,0001,561,951108%20,036,622
203021,987,882(16,061,339)(2,094,000)(705,000)(18,860,339)3,127,542117%1,400,0001,727,542109%21,436,622
203121,987,882(16,051,599)(2,097,000)(701,000)(18,849,599)3,138,282117%1,400,0001,738,282109%22,836,622
203219,905,492(15,836,859)(669,000)(701,000)(17,206,859)2,698,632116%1,400,0001,298,632108%24,236,622
203317,152,832(7)(12,927,219)(1,159,000)(700,000)(14,786,219)2,366,612116%2,366,612116%24,236,622
203417,152,832(13,033,419)(1,054,000)(702,000)(14,789,419)2,363,412116%2,363,412116%24,236,622
20356,159,952(7)(12,897,500)(12,897,500)(6,737,548)48%(6,737,548)48%17,499,073
20365,332,403(12,276,000)(12,276,000)(6,943,597)43%(6,943,597)43%10,555,477
20372,734,445(7)(12,430,966)(12,430,966)(9,696,521)22%(9,696,521)22%858,955
Totals$496,628,902($433,799,853)($22,326,000)($11,676,000)($467,801,853)$28,827,050$21,000,000$7,827,050
(1) Includes General Tax Increment, 4CDC Grant Funds, and Energy Consumption Payments unless otherwise noted.
(2) See page B-35.
(3) Represents illustrative TIF Lease Rentals for the illustrative Taxable Lease Rental Bonds, Series 2018 C-2 to fund a portion of the Hotel project covered under the TIF Lease.
(4) Represents required CRC revenue contributions to the Special Reserve per the Amended and Restated Revenue Deposit Agreement.
(5) Represents the accumulation of funds in the Special Reserve and assumes any annual deficits are paid from the Special Reserve.
(6) Represents the October 31, 2017 balance of the Special Reserve per the Carmel Redevelopment Commission less the pay-off of a portion of the Replacement SIC.
(7) Assumes 30-year lives of the TIF areas begin to expire.
(Subject to the comments in the attached Report
dated November 15, 2017 by Umbaugh.)
B-39
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APPENDIX C
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 copy of the entire Bond Bank Indenture is available 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 Appendix and elsewhere in the Official Statement. When used in
this Appendix, such key terms refer to Bonds of the Bond Bank which 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. Capitalized terms used elsewhere in the Official Statement,
including other appendices hereto, shall have the meanings ascribed thereto, which meanings may be
different than the definitions of such capitalized terms used in this Appendix.
“Accounts” means the accounts created under the Bond Bank Indenture, except the Rebate Principal
Account and the Rebate Income Account.
“Act” means the provisions of Indiana Code 5-1.4, as from time to time amended.
“Additional Bonds” means Bonds issued pursuant to the Bond Bank Indenture and any Supplemental
Indenture which are issued on a parity with the Series 2017 Bonds.
“Adjusted Debt Service Requirements” means for any period, as of any date of calculation, the
aggregate Debt Service Requirements on Outstanding Bonds for such period, which shall be adjusted and
deemed to include all periodic Bond Related Costs.
“Authorized Officer” means the Chair, Vice Chair or Executive Director of the Bond Bank or such
other person or persons who are duly authorized to act on behalf of the Bond Bank.
“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended from time to time.
“Bondholder” or “holder of Bonds” or “owner of Bonds” or any similar term means the registered
owner of any Bond, including the Bond Bank, and any purchaser of Bonds being held for resale, including the
Bond Bank.
“Bonds” means, collectively, any of the Series 2017 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 December 1, 2017, between the Bond
Bank and the Bond Bank Trustee, and all supplements and amendments entered into pursuant to the Bond
Bank Indenture.
“Bond Counsel” means Counsel that is nationally recognized in the area of municipal law and matters
relating to the exclusion of interest on municipal bonds from gross income under federal tax law.
“Bond Issuance Expense Account” means the account by that name created under the Bond Bank
Indenture.
“Bond Related Costs” means (a) initial and acceptance fees of any Fiduciary together with any fees of
attorneys, feasibility consultants, engineers, financial advisors, rebate consultants, accountants and other
advisors retained by the Bond Bank or any Qualified Entity in connection with the Bonds, and (b) any fiscal
administrative fees and expenses or other fees, charges and expenses that may be lawfully incurred by the
Bond Bank or any Qualified Entity relating to the Bonds.
“Bond Year” means the twelve month period beginning January 16 and ending on January 15 of the
following calendar year.
“Book entry” or “book entry system” means, with respect to the Series 2017B-1 Bonds, the Series
2017C-1 Bonds and the Series 2017C-2 Bonds, a form or system, as applicable, under which (i) the
ownership of beneficial interests in Series 2017B-1 Bonds, the Series 2017C-1 Bonds and the Series 2017C-2
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 2017B-1 Bonds, the
Series 2017C-1 Bonds and the Series 2017C-2 Bonds. For the avoidance of doubt, the book entry system
shall not apply to the Series 2017B-2 Bonds. “Business Day” or “business day” means a day other than
Saturday, Sunday or day on which banking institutions in the city in which the corporate trust office of the
Trustee is located are required or authorized by law to close or on which the New York Stock Exchange is
closed. For the avoidance of doubt, the book entry system shall not apply to the Series 2017B-2 Bonds.
“Cash Flow Certificate” means a certificate prepared by an accountant or firm of accountants in
accordance with the Bond Bank Indenture concerning anticipated Revenues and payments.
“City” means the City of Carmel, Indiana, a qualified entity under the Act.
“Code” means the Internal Revenue Code of 1986, as amended and in effect on the date of issuance
of any Series of Bonds, and the applicable judicial decisions and published rulings, or any applicable
regulations promulgated or proposed thereunder or under the Internal Revenue Code of 1954 as in effect
immediately prior to the enactment of the Tax Reform Act of 1986.
“Costs of Issuance” means (a) payment of all reasonable costs incurred by the Bond Bank in
connection with the issuance of any Bonds and by any Qualified Entity in connection with the issuance of any
Qualified Obligations, including, but not limited to, legal and accounting fees and expenses, printing
expenses, financial consultants’ fees, financing charges (including underwriting fees and discounts), printing
and engraving costs, the fees and expenses of credit ratings or credit enhancements, preparation of the
financing statements, preparation of any disclosure document and any other documents necessary for the
issuance of the Bonds and any Qualified Obligations; (b) payment of the fees and expenses of the Trustee, any
bond registrar, any related trustee, registrar, paying agent, escrow agent or similar fiscal administrative fees of
the Bond Bank and any Qualified Entity, and the reasonable expenses of their counsel properly incurred under
or in connection with this Indenture and any authorizing instrument or proceedings of 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.
C-2
“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.
“Default” means an event or condition the occurrence of which, with the lapse of time or the giving of
notice or both, would become an Event of Default hereunder.
“Depository Company” means The Depository Trust Company, New York, New York, and its
successors and assigns, including any surviving, resulting or transferee corporation, or any successor
corporation that may be appointed in a manner consistent with the Bond Bank Indenture and includes any
direct or indirect participants of The Depository Trust Company.
“Electronic Means” means the following communications methods: S.W.I.F.T., e-mail, facsimile
transmission, secure electronic transmission containing applicable authorization codes, passwords and/or
authentication keys issued by the Trustee, or another method or system specified by the Trustee as available
for use in connection with its services hereunder.
“Event of Default” means any occurrence or event specified in the Bond Bank Indenture.
“Fees and Charges” means fees and charges established by the Bond Bank from time to time pursuant
to the Act which are payable by any Qualified Entity.
“Fiduciary” means any bank or other organization acting in a fiduciary capacity with respect to any
Bonds, whether as trustee, paying agent, bond registrar, tender agent or escrow agent, or in a similar function.
“Fiscal Year” means the twelve month period from January 1 through December 31 of each calendar
year.
“Funds” means the funds created under the Bond Bank Indenture, except the Rebate Fund.
“General Account” means the account by that name created under the Bond Bank Indenture.
“General Fund” means the fund by that name created under the Bond Bank Indenture.
“Governmental Obligations” means (a) direct obligations of the United States of America or
obligations the timely payment of the principal of and interest on which are unconditionally guaranteed by the
United States of America, including but not limited to securities evidencing ownership interests in such
obligations or in specified portions thereof (which may consist of specific portions of the principal of or
interest on such obligations) and securities evidencing ownership interests in open-end management type
investment companies or investment trusts registered under the Investment Company Act of 1940, as
amended, whose investments are limited to such obligations and to repurchase agreements fully collateralized
by such 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.
C-3
“Interest Payment Date” means January 15 and July 15 of each year, commencing July 15, 2018.
“Investment Earnings” means earnings and profits on the moneys in the Funds and Accounts
established under the Bond Bank Indenture, except the Rebate Fund.
“Investment Securities” means any of the following: (i) Governmental Obligations; (ii) money market
funds, which may be funds of the Trustee, the assets of 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 evidence of indebtedness issued or guaranteed by any of the following federal agencies: Export-
Import Bank, Farmers Home Administration, Federal Financing Bank, Federal Housing Administration,
Government National Mortgage Association, Maritime Administration, Public Housing Authorities, Banks for
Cooperatives, Federal Farm Credit Banks, Federal Intermediate Credit Bank, Federal Home Loan Bank and
Federal Land Bank; (iv) certificates of deposit, savings accounts, deposit accounts or depository receipts of a
bank, savings and loan associations and mutual savings banks, including the Trustee, each fully insured by the
Federal Deposit Insurance Corporation; (v) bankers’ acceptances or certificates of deposit of commercial
banks or savings and loan associations, including the Trustee, which mature not more than one year after the
date of purchase; provided the banks or savings and loan associations (rather than their holding companies)
are rated for unsecured debt at the time of purchase of the investments in the two highest Rating Categories
established by Moody’s Investors Service and Standard & Poor’s Ratings Group; (vi) commercial paper rated
at the time of purchase in the single highest Rating Categories by Moody’s Investors Service and Standard &
Poor’s Ratings Group and which matures not more than two hundred and seventy (270) days after the date of
purchase; (vii) investment agreements fully and properly secured at all times by collateral security described
in (i), (iii) or (iv) above or issued by entities rated in the single highest Rating Categories by Moody’s
Investors Service and Standard & Poor’s Ratings Group when such agreement was entered into; (viii)
repurchase agreements with any bank or trust company organized under the laws of any state of the United
States of America or any national banking association (including the Trustee) or government bond dealer
reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York,
which agreement is secured by any one or more of the securities described in clauses (i), (iii) or (iv) above;
provided, underlying securities are required by the repurchase agreement to be continuously maintained at a
market value not less than the amount so invested; and (ix) U.S. Dollar denominated deposit accounts, federal
funds and banker's acceptances with domestic banks whose short term certificates of deposit are rated on the
date of the purchase in any of the three highest rating categories by any rating agency and maturing no more
than 360 days after the date of the purchase.
“Net Proceeds” means the proceeds of any Series of Bonds received from an underwriter purchasing
such Bonds, or from a lender purchasing such Bonds as evidence of a loan being extended to the Bond Bank,
pursuant to the terms of a Purchase Contract, including any accrued interest.
“Net Proceeds” means the proceeds of any Series of Bonds received from the underwriter or
purchaser thereof pursuant to the terms of a Purchase Contract, including accrued interest.
“Opinion of Bond Counsel” means a written opinion of Bond Counsel which opinion is acceptable to
the Bond Bank and the Trustee.
“Opinion of Counsel” means a written opinion of Counsel addressed to the Trustee, for the benefit of
the owners of the Bonds, who may (except as otherwise expressly provided in the Bond Bank Indenture) be
Counsel to the Bond Bank or Counsel to the owners of the Bonds and who is acceptable to the Trustee.
“Outstanding” or “Bonds Outstanding” means all Bonds which have been authenticated and delivered
by the Trustee under the Bond Bank Indenture or Bonds held for resale, including Bonds held by the Bond
Bank, except:
C-4
(a) Bonds cancelled after purchase in the open market or because of payment at or
redemption prior to maturity;
(b) Bonds deemed paid under the Bond Bank Indenture; and
(c) Bonds in lieu of which other Bonds have been authenticated under the Bond Bank
Indenture or under any Supplemental Indenture.
“Paying Agent” means initially The Huntington National Bank, a national banking association
organized and existing under the laws of the United States of America or any successor thereto.
“Principal Payment Date” means the maturity date or the mandatory redemption date of any Bond.
“Prior Trustee” means Regions Bank, as trustee under the Prior Trust Indenture.
“Prior Trust Indenture” means the Trust Indenture, dated as of December 1, 2013, by and between the
City and the Prior Trustee, authorizing and securing the Refunded Obligations.
“Program” means the program for the purchase of any Qualified Obligations by the Bond Bank
pursuant to the Act and the Bond Bank Indenture.
“Program Expenses” means all of the Bond Bank’s expenses in carrying out and administering the
Program pursuant to the Bond Bank Indenture and includes, without limiting the generality of the foregoing,
salaries, supplies, utilities, mailing, labor, materials, office rent, maintenance furnishings, equipment,
machinery and apparatus, telephone, insurance premiums, credit enhancement fees, liquidity facility fees,
legal, accounting, management, consulting and banking services and expenses, fees and expenses of the
Trustee and the Registrar and Paying Agent, costs of verifications required under the Bond Bank Indenture,
Costs of Issuance not paid from the proceeds of Bonds, travel, payments for pension, retirement, health and
hospitalization, life and disability insurance benefits, any other costs permitted under the Act, and rebates, if
any, which in the Opinion of Bond Counsel are required to be made under the Code in order to preserve or
protect the exclusion from gross income for federal tax purposes of interest on the Bonds, all to the extent
properly allocable to the Program.
“Purchase Agreements” means, collectively, any Qualified Entity Purchase Agreement executed by
and between the Bond Bank and any Qualified Entity governing the terms of the purchase and sale of any
Qualified Obligations as part of the Program.
“Purchase Contract” means (a) with respect to the Series 2017B-1 Bonds, the Series 2017C-1 Bonds
and the Series 2017C-2 Bonds, the Bond Purchase Agreement, dated November 15, 2017, among the Bond
Bank, the City, acting on behalf of the Qualified Entity, and J.J.B. Hilliard, W.L. Lyons, LLC, acting as
representative of itself and any other underwriters identified therein, as underwriter for the Series 2017B-1
Bonds, the Series 2017C-1 Bonds and the Series 2017C-2 Bonds, and (b) with respect to the Series 2017B-2
Bonds, the Bond Placement Agreement, dated November 15, 2017, among the Bond Bank, the City, acting on
behalf of the Qualified Entity, and First Merchants Bank, as the lender purchasing the Series 2017B-2 Bonds
as evidence of a loan being made to the Bond Bank.
“Qualified Entity” means an entity defined in Indiana Code 5-1.4-1-10, as amended from time to
time, including, but not limited to, the City, the Redevelopment Authority and the Storm Water District.
“Qualified Obligation(s)” 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
2017 Qualified Obligations.
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“Qualified Obligation Interest Payment” means that portion of a Qualified Obligation Payment made
or required to be made by a Qualified Entity to the Bond Bank which represents the interest due or to become
due on the Qualified Entity’s Qualified Obligation.
“Qualified Obligation Payment” means the amounts paid or required to be paid, from time to time, for
principal and interest by a Qualified Entity to the Bond Bank on any Qualified Obligation and any Fees and
Charges paid as required by the Bond Bank under the provisions of any Purchase Agreement for the purchase
and sale of “securities” (as defined in the Act).
“Qualified Obligation Principal Payment” means that portion of a Qualified Obligation Payment
made or required to be made by a Qualified Entity to the Bond Bank which represents the principal due or to
become due on any Qualified Entity’s Qualified Obligation.
“Rating Agency” or “Rating Agencies” means Fitch, S&P or Moody’s, according to which of such
rating agencies then rates a Bond; and provided that, if none of such rating agencies then rates a Bond, the
term “Rating Agency” or “Rating Agencies” shall refer to any national rating agency (if any) that provides
such rating.
“Rating Category” or “Rating Categories” means one of the generic rating categories of the applicable
Rating Agency, without regard to any refinements or gradations of such generic rating category by numerical
or other modifier.
“Rebate Fund” means the fund of that name established under the Bond Bank Indenture.
“Record Date” means, with respect to any Interest Payment Date, the last day of the calendar month
immediately preceding the month of such Interest Payment Date.
“Redemption Account” means the account by that name created under the Bond Bank Indenture.
“Redemption Price” means, with respect to any Bond, the principal amount thereof, plus the
applicable premium, if any, payable upon redemption prior to maturity.
“Redevelopment Authority” or “Authority” means the City of Carmel Redevelopment Authority,
which has been created and established pursuant to Indiana Code 36-7-14.5, and which is a Qualified Entity
under the Act.
“Redevelopment District” means the City of Carmel Redevelopment District, which has been created
and established pursuant to Indiana Code 36-7-14.
“Refunded Obligations” means the City of Carmel, Indiana, Taxable Economic Development
Revenue Bonds, Series 2013A (Legacy Project), dated December 18, 2013, issued in the original aggregate
principal amount of $12,000,000, and currently outstanding in the aggregate principal amount of
$4,181,848.02, issued pursuant to and secured by the Prior Trust Indenture.
“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.
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“Revenues” means the income, revenues and profits of the Funds and Accounts referred to in the
granting clauses of the Bond Bank Indenture including, without limitation, all Qualified Obligation Payments,
Investment Earnings, but excluding amounts required to be deposited and maintained in the Rebate Fund.
“Series of Bonds” or “Bonds of a Series” or “Series” or words of similar meaning means any Series
of Bonds authorized by the Bond Bank Indenture or by a Supplemental Indenture.
“Series 2017 Bonds” means, collectively, the Series 2017B-1 Bonds, the Series 2017B-2 Bonds, the
Series 2017C-1 Bonds and the Series 2017C-2 Bonds.
“Series 2017B-1 Bonds” means The City of Carmel Local Public Improvement Bond Bank Special
Program Bonds, Series 2017B-1 authorized pursuant to the Bond Bank Indenture.
“Series 2017B-2 Bonds” means The City of Carmel Local Public Improvement Bond Bank Special
Program Bonds, Series 2017B-2 authorized pursuant to the Bond Bank Indenture.
“Series 2017C-1 Bonds” means The City of Carmel Local Public Improvement Bond Bank Taxable
Special Program Bonds, Series 2017C-1, authorized pursuant to the Bond Bank Indenture.
“Series 2017C-2 Bonds” means The City of Carmel Local Public Improvement Bond Bank Taxable
Special Program Bonds, Series 2017C-2, authorized pursuant to the Bond Bank Indenture.
“Series 2017 Qualified Entity” means the Redevelopment Authority.
“Series 2017 Qualified Obligations” means, collectively, the Series 2017B-1 Qualified Obligations,
the Series 2017B-2 Qualified Obligations, the Series 2017C-1 Qualified Obligations and the Series 2017C-2
Qualified Obligations.
“Series 2017B-1 Qualified Obligation” or “Qualified Obligation 1” means the $32,495,000 aggregate
principal amount of City of Carmel Redevelopment Authority Lease Rental Bonds, Series 2017B-1 (LIT
Supported), which will be issued by the Series 2017 Qualified Entity and acquired by the Bond Bank pursuant
to the terms of a separate Purchase Agreement and in accordance with the Indenture.
“Series 2017B-2 Qualified Obligation” or “Qualified Obligation 2” means the $24,000,000 aggregate
principal amount of City of Carmel Redevelopment Authority Lease Rental Bonds, Series 2017B-2 (LIT
Supported), which will be issued by the Series 2017 Qualified Entity and acquired by the Bond Bank pursuant
to the terms of a separate Purchase Agreement and in accordance with the Indenture.
“Series 2017C-1 Qualified Obligation” or “Qualified Obligation 3” means the $815,000 aggregate
principal amount of City of Carmel Redevelopment Authority Taxable Lease Rental Bonds, Series 2017C-1
(LIT Supported), which will be issued by the Series 2017 Qualified Entity and acquired by the Bond Bank
pursuant to the terms of a separate Purchase Agreement and in accordance with the Indenture.
“Series 2017C-2 Qualified Obligation” or “Qualified Obligation 4” means the $16,600,000 aggregate
principal amount of City of Carmel Redevelopment Authority Taxable Lease Rental Bonds, Series 2017C-2
(TIF Supported), which will be issued by the Series 2017 Qualified Entity and acquired by the Bond Bank
pursuant to the terms of a separate Purchase Agreement and in accordance with the Indenture.
“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.
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“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.
Revenues, Funds And Accounts
A.Creation of Funds and Accounts.
The Bond Bank Indenture establishes the following Funds and Accounts to be held by the Trustee:
1.General Fund-comprised of the following:
(a)General Account;
(b)Redemption Account; and
(c)Bond Issuance Expense Account; and
2.Rebate Fund.
The Bond Bank will not establish or maintain a debt service reserve fund under the Bond Bank
Indenture, and the provisions of Indiana Code 5-1.4-5, as amended, will not apply to the Bonds.
B.Deposit of Net Proceeds of Bonds, Revenues and Other Receipts.
1.The Trustee will deposit the Net Proceeds from the sale of the Series 2017B-1 Bonds as
follows:
(a)Into the General Account, an amount equal to $3,336,794.63 (which
represents a portion of the purchase price for the Series 2017B-1 Qualified Obligations),
which amount shall be immediately transferred (together with other moneys released from the
Prior Indenture in the amount of $954,117.82) directly to the registered owner of the
Refunded Obligations (on behalf of the Redevelopment Authority, the City and the
Redevelopment District), and used to pay principal of, interest on and redemption price for
the Refunded Obligations as the same becomes due through and including the redemption
date thereof;
(b)Into the General Account, an amount equal to $32,120,957.46, a portion of
which, in the amount of $31,320,000, will be paid to the Series 2017 Qualified Entity as a
portion of the purchase price of the Series 2017B-1 Qualified Obligations in accordance with
the terms of the applicable Purchase Agreement for such Series 2017B-1 Qualified
Obligations, and the remaining portion of which, in the aggregate amount of $800,957.46
(which consists of a portion of the purchase price of the Series 2017B-1 Qualified
Obligations) will be used to pay the interest due on the Series 2017B-1 Bonds on July 15,
2018; and :
(c)into the Bond Issuance Expense Account, an amount equal to $264,388.96 to
be used to pay the Costs of Issuance related to the Series 2017B-1 Bonds and the Series
2017B-1 Qualified Obligations (other than the underwriter’s discount for the Series 2017B-1
Bonds retained by the underwriter).
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2.The Trustee will deposit the Net Proceeds from the sale of the Series 2017B-2 Bonds as
follows:
(a)Into the General Account, an amount equal to $23,740,133.33, a portion of
which, in the amount of $23,290,000, will be paid to the Series 2017 Qualified Entity as a
portion of the purchase price of the Series 2017B-2 Qualified Obligations in accordance with
the terms of the applicable Purchase Agreement for such Series 2017B-2 Qualified
Obligations, and the remaining portion of which, in the aggregate amount of $450,133.33
(which consists of a portion of the purchase price of the Series 2017B-2 Qualified
Obligations) will be used to pay the interest due on the Series 2017B-2 Bonds on July 15,
2018; and
(b)into the Bond Issuance Expense Account, an amount equal to $259,866.67 to
be used to pay the Costs of Issuance related to the Series 2017B-2 Bonds and the Series
2017B-2 Qualified Obligations (including the placement agent’s fee).
3.The Trustee will deposit the Net Proceeds from the sale of the Series 2017C-1 Bonds as
follows:
(a)Into the General Account, an amount equal to $750,000 which will be paid
to the Series 2017 Qualified Entity as a portion of the purchase price of the Series 2017C-1
Qualified Obligations in accordance with the terms of the applicable Purchase Agreement for
such Series 2017C-1 Qualified Obligations; and
(b)into the Bond Issuance Expense Account, an amount equal to $61,943.75 to
be used to pay the Costs of Issuance related to the Series 2017C-1 Bonds and the Series
2017C-1 Qualified Obligations (other than the underwriter’s discount for the Series 2017C-1
Bonds retained by the underwriter).
4.The Trustee will deposit the Net Proceeds from the sale of the Series 2017C-2 Bonds as
follows:
(a)Into the General Account, an amount equal to $16,098,620.70 which will be
paid to the Series 2017 Qualified Entity as a portion of the purchase price of the Series
2017C-2 Qualified Obligations in accordance with the terms of the applicable Purchase
Agreement for such Series 2017C-2 Qualified Obligations; and
(b)into the Bond Issuance Expense Account, an amount equal to $373,457.29 to
be used to pay the Costs of Issuance related to the Series 2017C-2 Bonds and the Series
2017C-2 Qualified Obligations (other than the underwriter’s discount for the Series 2017C-2
Bonds retained by the underwriter and the premium for the reserve fund credit facility paid by
the underwriter directly to the provider thereof, for and on behalf of the Series 2017 Qualified
Entity).
5.The Trustee will deposit the Net Proceeds of any subsequent Series of Bonds as provided in
the Supplemental Indenture for that Series of Bonds.
6.The Trustee will deposit all Revenues and all other receipts (except the proceeds of any series
of Bonds and money received from the sale or redemption prior to maturity of Qualified Obligations) into the
General Account of the General Fund or such other Funds or Accounts as provided in the Bond Bank
Indenture or any Supplemental Indenture and will deposit any money received from the sale or redemption
prior to maturity of Qualified Obligations into the Redemption Account.
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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 2017 Bonds, to pay the net
purchase prices for the respective Series 2017 Qualified Obligations in accordance with the
terms of the respective Purchase Agreements, upon the submission of requisitions of the
Bond Bank signed by an Authorized Officer stating that all requirements with respect to such
financing set forth in the Bond Bank Indenture have been or will be complied with;
(b)At or before 10:00 a.m., in the city in which the Trustee is located, on the
business day next preceding each Interest Payment Date, to the Paying Agent such amount as
may be necessary to pay the principal and interest coming due on the Bonds outstanding
under the Bond Bank Indenture on such Interest Payment Date.
(c)As necessary and in accordance with the Bond Bank Indenture, such
amounts, as may be necessary to pay the reasonable Program Expenses.
(d)At the direction of the Bond Bank, any amount necessary to comply with
any rebate requirement of Section 148(f) of the Code, to the extent such amounts are not
obtained as Fees and Charges.
(e)After making such deposits and disbursements, to the Bond Bank any
amounts in excess of amounts needed to pay principal and interest on the outstanding Bonds
within the following twelve months after taking into account currently available money in the
General Account plus those amounts which the Trustee reasonably expects to be received as
Qualified Obligation Payments during such twelve-month period. However, the Bond Bank
must supply the Trustee with a Cash Flow Certificate to the effect that, after such transfer,
Revenues expected to be received and money expected to be held in the Funds and Accounts
will at least equal debt service on all outstanding Bonds.
To the extent debt service on any of the Bonds is paid from Investment Earnings, the Qualified Entity
will be credited with making such payments and any obligations under the respective Qualified Obligations so
paid will be deemed satisfied.
2.Redemption Account. The Trustee will deposit into the Redemption Account all money
received from the sale or redemption prior to maturity of Qualified Obligations by the Bond Bank and all
other money required to be deposited therein pursuant to the provisions of the Bond Bank Indenture (other
than moneys received for which the Bond Bank provides written instructions to the Trustee to deposit such
moneys into a separate escrow account in order to provide for the payment of the applicable series of Bonds,
whether upon maturity or redemption thereof) and will disburse the funds in the Redemption Account as
follows:
(a)On the last day of each month, to the General 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.
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(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.
(c)After providing for the required transfers to the General Account, (i) to
redeem Bonds of such maturity or maturities as directed by an Authorized Officer of the
Bond Bank, if such Bonds are then subject to redemption, (ii) to purchase Qualified
Obligations permitted by the Bond Bank Indenture, (iii) to the extent there are any excess
money in the Redemption Account, to transfer to the General Account as provided in the
Bond Bank Indenture, (iv) to purchase Bonds of such maturity or maturities as directed by an
Authorized Officer of the Bond Bank at the most advantageous price obtainable with
reasonable diligence, whether or not such Bonds are then subject to redemption, or (v) to
invest such money until the maturity or maturities of the Bonds as directed by an Authorized
Officer of the Bond Bank in accordance with the defeasance provisions of the Bond Bank
Indenture, regardless of whether such Bonds are then subject to redemption at the most
advantageous price obtainable with reasonable diligence and not in excess of the applicable
redemption price for such Bonds unless the Bond Bank provides the Trustee with a Cash
Flow Certificate to the effect that a purchase of Bonds at a price in excess of the applicable
redemption price will not cause Revenues expected to be received subsequent to such
purchase to be less than debt service on all outstanding Bonds.
(d)If the Trustee is unable to purchase Bonds in accordance with subparagraph
(c) above, then, subject to restrictions on redemption set forth in the Bond Bank Indenture
(see “The Bonds – Redemption Provisions”) and subject to the immediately following
paragraph, the Trustee will call for redemption on the next redemption date such amount of
Bonds of such maturity or maturities as directed by an Authorized Officer as will exhaust the
Redemption Account as nearly as possible at the 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 Indenture and will disburse the funds held in
the Bond Issuance Expense Account upon receipt of invoices or requisitions certified by the Executive
Director of the Bond Bank to pay Costs of Issuance for a Series of Bonds to which such costs relate or to
reimburse the Bond Bank or any Qualified Entity for amounts previously advanced for such costs. In making
disbursements from 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.
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B.Rebate Fund.
The Rebate Fund will be established to comply with the provisions of Section 148 of the Code
concerning the rebate of certain arbitrage earnings to the United States. Deposits into the Rebate Fund and
disbursements from the Rebate Fund will be made as provided by the Bond Bank Indenture and as required
by federal tax law applicable to the particular series of Bonds. The Rebate Fund is not subject to the lien of
the Bond Bank Indenture and does not constitute a Fund or Account for purposes of the Bond Bank Indenture.
So long as any of the Bonds are Outstanding and the Bond Bank is subject to a rebate obligation under the
Code, the Bond Bank covenants to establish and maintain the Rebate Fund and to comply with the
instructions relating to its ongoing rebate responsibilities delivered on the date of initial delivery of the of
Bonds. Such instructions will set forth procedures which may be amended from time to time.
C.Amounts Remaining in Funds.
Any amounts remaining in any Fund or Account after full payment of all of the Bonds outstanding
under the Bond Bank Indenture and the fees, charges and expenses of the Trustee will be distributed to the
Bond Bank.
D.Investment of Funds.
Any money held as a part of any Fund or Account under the Bond Bank Indenture (except the
Redemption Account) will be invested and reinvested at all times as continuously as reasonably possible by
the Trustee in Investment Securities, all at the written direction of the Bond Bank. Any money in the
Redemption Account will be invested only in Government Obligations as directed in writing by the Bond
Bank from time to time. Any money in the Rebate Fund will be invested as directed in writing by the Bond
Bank. All such investments will at all times be a part of the Fund or Account from which money were used to
acquire such investments, and all Investment Earnings will be deposited as received in the General Account,
except for Investment Earnings on investment of funds in the Rebate Fund which will remain in the Rebate
Fund. Moneys in separate Funds and Accounts may be commingled for the purpose of investment or deposit.
Any investment losses from an Investment Security will be charged to the Fund or Account (including the
Rebate Fund) from which money were employed to invest in such Investment Security. Money in any Fund
or Account (including the Rebate Fund) will be invested in Investment Securities with maturity dates (or
redemption dates determined by the Bond Bank at the Bond Bank’s option) coinciding as nearly as
practicable with the times at which money in such Funds or Accounts (including the Rebate Fund) will be
required for transfer or disbursement under the Bond Bank Indenture. The Trustee will sell and reduce to
cash sufficient amounts of such Investment Securities in a respective Fund or Account (including the Rebate
Fund) as may be necessary to make up a deficiency in any amounts required to be disbursed from such Fund
or Account.
The Trustee is directed to invest and reinvest such amounts in permitted investments promptly upon
receipt of, and in accordance with, the written instructions of the Bond Bank. The Trustee may conclusively
rely upon the Bond Bank’s written instructions as to both the suitability and legality of the directed
investments. Ratings of permitted investments shall be determined at the time of purchase of such permitted
investments and without regard to ratings subcategories. The Trustee shall not be liable for losses on
investments made in compliance with the provisions of the Bond Bank Indenture. The Trustee may make any
and all such investments through its own investment department or that of its affiliates or subsidiaries, and
may charge its ordinary and customary fees for such trades, including investment maintenance fees. In the
absence of investment instructions from the Bond Bank, the Trustee shall not be responsible or liable for
keeping the moneys held by it under the Bond Bank Indenture fully invested in permitted investments. For so
long as the Trustee is in compliance with the provisions of the Bond Bank Indenture, the Trustee shall not be
liable for any investment losses.
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Obligations purchased as investments of money in any Fund or Account (including the Rebate Fund)
with a stated maturity of less than two years will be valued at cost, including accrued interest paid and
unamortized debt discount. All other such obligations will be valued at the lower of cost, including accrued
interest paid and unamortized debt discount, or market price, whichever is lower, exclusive of earned accrued
interest, except for securities covered by repurchase agreements which will be valued at the market value of
the collateral securing such agreements.
Performance of Covenants by Bond Bank
The Bond Bank covenants and agrees that it will faithfully perform at all times any and all covenants,
undertakings, stipulations and provisions contained in the Bond Bank Indenture, in any and every Bond
executed, authenticated and delivered under the Bond Bank Indenture and in all of its related proceedings.
The Bond Bank covenants and represents that it is duly authorized under the constitution and laws of the
State, including particularly the Act, to issue the Bonds, to execute the Bond Bank Indenture and to pledge the
Revenues and all other property pledged under the Bond Bank Indenture in the manner and to the extent set
forth in the Bond Bank Indenture; that all action on its part for the issuance of the Bonds and the execution
and delivery of the Bond Bank Indenture has been duly and effectively taken, and that the Bonds in the hands
of their owners are and will be valid and enforceable limited obligations of the Bond Bank according to the
terms of the Bonds and the Bond Bank Indenture.
In order to provide for the payment of the principal of, premium, if any, and interest on the Bonds and
Program Expenses, the Bond Bank will, as necessary from time to time in accordance with the Act, the Bond
Bank Indenture and sound banking practices and principles, (i) undertake all necessary actions to receive and
collect Revenues, including enforcement of the prompt collection of any arrears on Qualified Obligation
Payments, and (ii) diligently enforce and undertake all actions and proceedings reasonably necessary in the
judgment of the Bond Bank to protect its rights with respect to or to maintain any insurance on Qualified
Obligations and to enforce all terms, covenants and conditions of Qualified Obligations including the
collection, custody and prompt application of all escrow payments required by the terms of a Qualified
Obligation for designated purposes.
Whenever necessary to provide for the payment of debt service on the Bonds, the Bond Bank will
commence also to pursue appropriate remedies with respect to any Qualified Obligation held by the Bond
Bank which is in default.
Covenants with Respect to Qualified Obligations
With respect to the Qualified Obligations purchased by the Bond Bank, the Bond Bank covenants as
follows:
(a)The Bond Bank will not permit or agree to any material change in any
Qualified Obligation unless the Bond Bank supplies the Trustee with a Cash Flow Certificate,
to the effect that after such change, Revenues expected to be received and other available
money in Funds and Accounts will at least equal debt service on all Outstanding Bonds.
(b)The Bond Bank will also enforce or authorize the enforcement of all
remedies available to owners or holders of Qualified Obligations, unless (i) the Bond Bank
provides the Trustee with a Cash Flow Certificate to the effect that if such remedies are not
enforced, Revenues expected to be received and money expected to be held in the Funds and
Accounts will at least equal debt service on all Outstanding Bonds and (ii) the Trustee
determines that failure to enforce such remedies will not adversely affect the interests of the
Bondholders in any material way.
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(c)The Bond Bank will not sell or dispose of any Qualified Obligations unless
(i) the Bond Bank provides the Trustee with a Cash Flow Certificate, to the effect that after
such sale, Revenues expected to be received and money expected to be held in the Funds and
Accounts, minus any proceeds of such sale to be transferred from any Fund or Account, will
at least equal the debt service on all Outstanding Bonds and (ii) the Trustee determines that
such sale or disposition will not adversely affect the interests of the Bondholders in any
material way. Proceeds of such sales will be invested only in Government Obligations or in
Qualified Obligations or disbursed as provided in the Bond Bank Indenture.
Cash Flow Certificates and Verifications
At any time that the provisions of the Bond Bank Indenture require that a Cash Flow Certificate be
prepared, such certificate will set forth:
(a)the Revenues expected to be received on all Qualified Obligations purchased
with proceeds of the Bonds;
(b)all other Revenues, including the interest to be earned and other income to
be derived from the investment of the Funds and Accounts and the rate or yields used in
estimating such amounts;
(c)all money expected to be in the Funds and Accounts; and
(d)the Adjusted Debt Service Requirements on all Bonds expected to be
Outstanding during each Fiscal Year.
In making any Cash Flow Certificate, the accountant or firm of accountants may contemplate the
payment or redemption of Bonds for the payment or redemption of which amounts have been set aside in the
Redemption Account. The issuance of Bonds, the making of transfers from one Fund to another and the
deposit of amounts in any Fund from any other source may be contemplated in a Cash Flow Certificate only
to the extent that such issuance, deposit or transfer has occurred prior to or will occur substantially
simultaneously with the delivery of such Cash Flow Certificate. The accountant or firm of accountants must
also supply supporting schedules appropriate to show the sources and applications of funds used, identifying
particularly amounts to be transferred between Funds, amounts to be applied to the redemption or payment of
Bonds and amounts to be used to provide for Costs of Issuance and capitalized interest, if any, for the
respective series. In the case of each annual Cash Flow Certificate, the amounts of existing Qualified
Obligations, existing Investment Securities and existing cash will be the amounts as of the last day of the
preceding Fiscal Year. In the case of any other Cash Flow Certificate such amounts will be the amounts as of
the last day of the month preceding the month in which the Cash Flow Certificate is delivered but will be
adjusted to give effect to scheduled payments of principal and interest on Qualified Obligations, actual
payments or proceeds with respect to Investment Securities and actual expenditures of cash expected by the
Bond Bank through the end of the then current month.
The Bond Bank or the Trustee from time to time may cause a firm of independent certified public
accountants of national standing or other nationally recognized attorneys or experts to supply the Bond Bank
and the Trustee with such information as the Bond Bank or the Trustee may request in order to determine in a
manner reasonably satisfactory to the Bond Bank and the Trustee all matters relating to (a) the sufficiency of
projected cash flow receipts and disbursements with respect to the Funds and Accounts to pay the principal of
and interest on the Bonds and Program Expenses; (b) the actuarial yields on the Outstanding Bonds as the
same may relate to any data or conclusions necessary to verify that the Bonds are not arbitrage bonds within
the meaning of Section 148 of the Code; (c) the yields on any obligations acquired and held by the Bond
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Bank or the Trustee; (d) the rebate calculations required by the Bond Bank Indenture; and (e) compliance with
the tax covenants in the Bond Bank Indenture.
Tax Covenants and Reliance on Opinions
To assure the continuing exclusion of the interest on any Series of Bonds (including the Series
2017B-1 Bonds and the Series 2017B-2 Bonds) from the gross income of the owners thereof for federal tax
purposes under Section 103 of the Code, the Bond Bank covenants that it will not take any action or fail to
take any action with respect to any Series of Bonds, that would result in the loss of the exclusion from gross
income for federal tax purposes of interest on any Series of Bonds pursuant to Section 103 of the Code, nor
will the Bond Bank act in any other manner which would adversely affect such exclusion. The Bond Bank
further covenants that it will not make any investment or do any other act or thing during the period that the
Bonds are Outstanding which would cause any of the Bonds to be “arbitrage bonds” within the meaning of
Section 148 of the Code.
These covenants of the Bond Bank are based solely on current law in effect and in existence on the
date of delivery of the particular Series of Bonds.
It will not be an event of default under the Bond Bank Indenture if the interest on any of the Bonds is
not excludable from gross income for federal tax purposes or otherwise pursuant to any provision of the Code
as amended and supplemented, which is not currently in effect and in existence on the date of the issuance of
such Bonds.
The Bond Bank covenants that it will rebate any necessary amounts to the United States of America
to the extent required by the Code, as provided in the Bond Bank Indenture.
Notwithstanding any other provision of the Bond Bank Indenture to the contrary, the foregoing
covenants and authorizations (the “Tax Sections”), which are designed to preserve the continuing exclusion of
the interest on a Series of Bonds from the gross income of the owners thereof for federal tax purposes under
Section 103 of the Code (including the Series 2017B-1 Bonds and the Series 2017B-2 Bonds), need not be
complied with if the Bond Bank receives an opinion of Bond Counsel that any Tax Section is unnecessary to
preserve the continuing exclusion of the interest on a Series of Bonds from the gross income of the owners
thereof for federal tax purposes under Section 103 of the Code. In making any determination regarding the
covenants, the Bond Bank may rely on an opinion of Bond Counsel which will be addressed to the Bond
Bank and the Trustee.
Notwithstanding any other provision of the Bond Bank Indenture to the contrary, the Bond Bank may
elect to issue a Series of Bonds (including the including the Series 2017C-1 Bonds and the Series 2017C-2
Bonds), the interest on which is not excludable from gross income for federal tax purposes, so long as such
election does not adversely affect the exclusion from gross income of interest for federal tax purposes on any
other Series of Bonds , by making such election on the date of delivery of such Series of Bonds. In such case,
the tax covenants in the Bond Bank Indenture will not apply to such Series of Bonds.
Accounts and Reports
The Bond Bank will keep proper books of records and accounts (separate from all other records and
accounts) in which complete and correct entries will be made of its transactions relating to the Program and
the Funds and Accounts established by the Bond Bank Indenture and to the Rebate Fund. Such books and all
other books and papers of the Bond Bank and all Funds and Accounts and the Rebate Fund will, at all
reasonable times, be subject to the inspection of the Trustee and the owners of an aggregate of not less than
five percent (5%) in principal amount of Bonds then Outstanding or their representatives duly authorized in
writing. The permissive right of inspection by the Trustee will not be construed as a duty.
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Before the twentieth day of each month or as directed by the Bond Bank (but not less than quarterly),
the Trustee will provide the Bond Bank with a statement of the amounts on deposit in each Fund and Account
as of the last day of the preceding month and the total deposits to and withdrawals from each Fund and
Account during the preceding month. The Bond Bank may allow the Trustee to provide for less frequent
statements so long as such statements are supplied by the Trustee no less frequently than quarterly.
Within one hundred and eighty (180) days after the close of each Fiscal Year, the Bond Bank will file
with the Trustee a copy of an annual report of the operations of the Bond Bank during such Fiscal Year and
audited financial statements, if available, prepared in conformity with generally accepted accounting
principles by an accounting firm appointed by the Bond Bank and acceptable to the Trustee, and as further
specified in the Bond Bank Indenture. The Trustee is not responsible for reviewing financial statements, is
not considered to have notice of the content of such statements or a default based upon such content and does
not have a duty to verify the accuracy of such statements.
Covenant to Monitor Investments
The Bond Bank covenants and agrees to review regularly the investments held by the Trustee in the
Funds and Accounts under the Bond Bank Indenture in order to assure that the Revenues derived from such
investments are sufficient to pay, together with other anticipated Revenues, the debt service on all Bonds
Outstanding.
Limitation on Additional Bonds
Additional Bonds may be issued under the Bond Bank Indenture only to refund, directly or indirectly,
Bonds issued under the Bond Bank Indenture, or to purchase Refunding Qualified Obligations.
The Indenture creates a continuing pledge and lien to secure the full and final payment of the
principal of, redemption premium, if any, and interest on all Bonds and authorizes the issuance of one or more
Series of Additional Bonds under separate Supplemental Indentures. The Indenture establishes the
requirements for each Supplemental Indenture and provides that no series of Bonds will be issued under a
Supplemental Indenture unless certain conditions are met.
Discharge of Indenture
If (a) payment or provision for payment is made to the Trustee of the principal of, and interest on, the
Bonds due and to become due under the Bond Bank Indenture, and (b) if the Trustee receives all payments
due and to become due under the Bond Bank Indenture, then the Bond Bank Indenture may be discharged in
accordance with its provisions. In the event of any early redemption of Bonds in accordance with their terms,
the Trustee must receive irrevocable instructions from the Bond Bank, satisfactory to the Trustee, to call such
Bonds for redemption at a specified date and pursuant to the Bond Bank Indenture. Outstanding Bonds will
continue to be limited obligations of the Bond Bank payable only out of the money or securities held by the
Trustee for the payment of the principal of, 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 such payment, (2) noncallable or nonprepayable
Governmental Obligations maturing as to principal and interest in such amounts and at such times, without
consideration of any reinvestments thereof, as will ensure the availability of sufficient money to make such
payments, or (3) a combination of such money and Governmental Obligations, and all necessary and proper
fees and expenses of the Trustee pertaining to the Bonds with respect to which such deposit is made have
been paid or deposited with the Trustee.
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Defaults and Remedies
A.Events of Default.
Any of the following events constitutes an “Event of Default” under the Bond Bank Indenture:
(a)The Bond Bank defaults in the due and punctual payment of any interest on
any Bond;
(b)The Bond Bank defaults in the due and punctual payment of the principal of
any Bond, whether at stated maturity or on any date fixed for mandatory sinking fund
redemption;
(c)The Bond Bank fails to make required remittances to the Trustee within the
time limits prescribed in the Bond Bank Indenture;
(d)The Bond Bank defaults in carrying out any of its other covenants,
agreements or conditions contained in the Bond Bank Indenture or in the Bonds and fails to
remedy such Event of Default within sixty (60) days after receipt of notice, all in accordance
with the Bond Bank Indenture;
(e)Any warranty, representation or other statement by or on behalf of the Bond
Bank contained in the Bond Bank Indenture or in any instrument furnished in compliance
with or in reference to the Bond Bank Indenture is found to be false or misleading in any
material respect when made and there has been a failure to remedy such Event of Default
within sixty (60) days after receipt of notice, all in accordance with the Bond Bank Indenture;
(f)A petition is filed against the Bond Bank to the extent such petition may be
filed under applicable law, under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or
hereafter in effect, and is not dismissed within sixty (60) days after such filing;
(g)The Bond Bank files a petition, to the extent such petition may be filed
under applicable law, in voluntary bankruptcy or seeking relief under any provisions of any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or 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 continues for more than
sixty (60) days; or
(i)The Bond Bank is rendered incapable of fulfilling its obligations under the
Bond Bank Indenture for any reason.
B.Trustee’s Rights and Remedies.
No default under subparagraphs (d) or (e) above will constitute an Event of Default until actual notice
of the default by registered or certified mail has been given to the Bond Bank by the Trustee or by the owners
of not less than twenty-five percent (25%) in aggregate principal amount of all Bonds then Outstanding and
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the Bond Bank has had sixty (60) days after receipt of the notice to correct such default within the applicable
period. If such default is correctable but cannot be corrected within the applicable period, it will not
constitute an Event of Default if corrective action is instituted by the Bond Bank within the applicable period
and diligently pursued until the default is corrected.
Upon the occurrence of an Event of Default, the Trustee will notify the owners of the Bonds of such
Event of Default and will have the following rights and remedies:
(a)The Trustee may pursue any available remedy at law or in equity or by
statute to enforce the payment of the principal of and interest on Outstanding Bonds,
including enforcement of any rights of the Bond Bank or the Trustee under the Qualified
Obligations;
(b)The Trustee may by action or suit in equity require the Bond Bank to
account as if it were the trustee of an express trust for the owners of the Bonds and may take
such action with respect to the Qualified Obligations as the Trustee deems necessary or
appropriate and in the best interest of the owners of Bonds, subject to the terms of those
Qualified Obligations;
(c)Upon the filing of a suit or other commencement of judicial proceedings to
enforce any rights of the Trustee and of the owners of Bonds under the Bond Bank Indenture,
the Trustee will be entitled, as a matter of right, to the appointment of a receiver or receivers
of the Trust Estate and of the Revenues, issues, earnings, income, products and profits
thereof, pending such proceedings, with such powers as the court making such appointment
will confer; and
(d)If the Trustee certifies that there are sufficient money on deposit in the
Funds and Accounts to pay principal of and accrued interest on all Bonds Outstanding, the
Trustee may declare the principal of and accrued interest on all Bonds to be due and payable
immediately in accordance with the provisions of the Bond Bank Indenture and the Act, by
notice to the Bond Bank and the Corporation Counsel of the City.
If an Event of Default has occurred, if requested to do so in writing by the owners of twenty-five
percent (25%) or more in aggregate principal amount of Outstanding Bonds and if indemnified as provided in
the Bond Bank Indenture, the Trustee will be obligated to exercise such of the rights, remedies and powers
conferred by the Bond Bank Indenture, as the Trustee, being advised by Counsel, deems most expedient in the
interests of the owners of the Bonds.
The owners of a majority in aggregate principal amount of Outstanding Bonds will have the right, at
any time during the continuance of an Event of Default, by a written instrument or instruments executed and
delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in
connection with the enforcement of the terms and conditions of the Bond Bank Indenture or for the
appointment of a receiver or any other proceedings under the Bond Bank Indenture. However, such direction
may not be otherwise than in accordance with the provisions of law and of the Bond Bank Indenture.
C.Waivers of Events of Default.
At its discretion, the Trustee may waive any Event of Default and its consequences, and must do so
upon the written request of the owners of (i) more than 66 2/3% in aggregate principal amount of all the
Bonds then Outstanding in respect of which an Event of Default in the payment of principal or interest exists
or (ii) more than fifty percent (50%) in aggregate principal amount of all Bonds then Outstanding in the case
of any other Event of Default. However, there may not be waived (A) any Event of Default in the payment of
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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.
D.Rights and Remedies of Owners of Bonds.
No owner of any Bond will have any right to institute any proceeding at law or in equity for the
enforcement of the Bond Bank Indenture or for the execution of any trust thereof or for the appointment of a
receiver or any other remedy under the Bond Bank Indenture, unless (i) an Event of Default has occurred, (ii)
the owners of not less than twenty-five percent (25%) in aggregate principal amount of Bonds then
Outstanding have made written request to the Trustee and have offered the Trustee reasonable opportunity
either to proceed to exercise the remedies granted in the Bond Bank Indenture or to institute such action, suit
or proceeding in its own name, (iii) such owners of Bonds have offered to indemnify the Trustee, as provided
in the Bond Bank Indenture, and (iv) the Trustee has refused, or for sixty (60) days after receipt of such
request and offer of indemnification has failed, to exercise the remedies granted in the Bond Bank Indenture
or to institute such action, suit or proceeding in its own name. All proceedings at law or in equity must be
carried out as provided in the Bond Bank Indenture and for the equal and ratable benefit of the owners of all
Outstanding Bonds. However, nothing contained in the Bond Bank Indenture will affect or impair the right of
any owner of Bonds to enforce the payment of the principal of and interest on any Bond at and after its
maturity, or the limited obligation of the Bond Bank to pay the principal of and interest on each of the Bonds
to the respective owners of the Bonds at the time and place, from the source and in the manner expressed in
the Bonds.
Nonpresentment of Bonds
If any Bond issued under the Bond Bank Indenture is not presented for payment when the principal
becomes due, either at maturity, or at the date fixed for redemption, or as set forth in any Supplemental
Indenture regarding deemed tenders or redemptions or otherwise, and if funds sufficient to pay such Bond
have been made available to the Trustee or Paying Agent for the benefit of the owner thereof, all liability of
the Bond Bank to the owner thereof for the payment of such Bond will forthwith cease, terminate and be
completely discharged, and thereupon it will be the duty of the Trustee or Paying Agent to hold such funds
for four (4) years, for the benefit of the owner of such Bond, without liability for interest thereon to such
owner, who will thereafter be restricted exclusively to such funds, for any claim of whatever nature on his
part under the Bond Bank Indenture or on, or with respect to, such Bond. Notwithstanding anything
contained in the Bond Bank Indenture to the contrary, presentment of the Series 2017B-2 Bonds will not be
required for payment, except upon final maturity or redemption in full.
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.
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Other Obligations Payable from Revenues
The Bond Bank will grant no liens or encumbrances on or security interests in the Trust Estate (other
than those created by the Bond Bank Indenture), and, except for Bonds issued under the Bond Bank
Indenture, will issue no bonds or other evidences of indebtedness payable in whole or in part from the Trust
Estate.
Limitations on Obligations of Bond Bank
The Bonds, together with interest thereon, are limited obligations of the Bond Bank payable solely
from the Trust Estate and will be a valid claim of the respective owners thereof only against the Trust Estate
which is assigned and pledged for the equal and ratable payment of such Bonds and will be used for no other
purpose than the payment of the Bonds, except as may be otherwise expressly authorized in the Bond Bank
Indenture. The Bonds do not constitute a debt, obligation or liability of the State, any political subdivision
thereof, the City or any Qualified Entity under the constitution of the State or a pledge of the faith and credit
of the City, the State, any political subdivision thereof or any Qualified Entity but will be payable solely from
the Trust Estate pledged therefor in accordance with the Bond Bank Indenture. The issuance of the Bonds
under the provisions of the Act does not directly, indirectly or contingently, obligate the City, the State, any
political subdivision thereof or any Qualified Entity to levy any form of taxation for the payment thereof or to
make any appropriation for their payment and such Bonds and the interest payable thereon do not now and
will never constitute a debt of the City, the State, any political subdivision thereof or any Qualified Entity
within the meaning of the constitution of the State or the statutes of the State and such Bonds do not now and
will never constitute a charge against the credit or taxing power of the City, the State or any political
subdivision thereof or any Qualified Entity. Neither the City, the State or any Qualified Entity nor any agent,
attorney, member, officer, director or employee of the City, the State or any Qualified Entity or of the Bond
Bank, will in any event be liable for the payment of the principal of, and damages, if any, or interest on the
Bonds or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which
may be undertaken by the Bond Bank. No breach by the Bond Bank of any such pledge, mortgage, obligation
or agreement may impose any liability, pecuniary or otherwise, upon the City, the State or any Qualified
Entity or any of the City’s, the State’s, any Qualified Entity’s or the Bond Bank’s agents, members, attorneys,
officers, directors and employees or any charge upon the general credit of the City, the State, or any Qualified
Entity or a charge against the taxing power of the City, the State, any political subdivision thereof or any
Qualified Entity.
Immunity of Officers and Directors
No recourse will be had for the payment of the Bonds or for any claim based thereon or upon any
obligation, covenant or agreement in the Bond Bank Indenture contained against any past, present or future
officer, member, director, agent or employee of the Bond Bank, the City or any Qualified Entity or any
officer, member, director, trustee, agent or employee of any successor entities thereto, as such, either directly
or through the Bond Bank, the City or any Qualified Entity or any successor entities, under any rule of law or
equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such
liability of any such officers, members, directors, trustees, agents, or employees as such, is hereby expressly
waived and released as a condition of and consideration for the execution of the Bond Bank Indenture and
issuance of such Bonds.
Supplemental Indentures
The Bond Bank and the Trustee may, without the consent of, or notice to, any of the owners of
Bonds, enter into any indenture or indentures supplemental to the Bond Bank Indenture for any one or more
of the following purposes:
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(a)To cure any ambiguity, formal defect or omission in the Bond Bank
Indenture;
(b)To grant to or confer upon the Trustee for the benefit of the owners of Bonds
any additional benefits, rights, remedies, powers or authorities that may lawfully be granted
to or conferred upon the owners of Bonds or the Trustee;
(c)To make any modification or amendment of the Bond Bank Indenture which
the Trustee determines will not have a material adverse effect on the interests of the
bondholders; provided, however, that the Bond Bank and the Trustee will make no
amendment which would permit the purchase of securities other than Refunding Qualified
Obligations;
(d)To subject to the lien of the Bond Bank Indenture additional Revenues,
security, properties or collateral;
(e)To modify, amend or supplement the Bond Bank Indenture or any
Supplemental Indenture in order to permit the qualification under the Trust Indenture Act of
1939 or any similar federal statute hereafter in effect or to permit the qualification of the
Bonds for sale under the securities laws of the United States of America or of any of the
states of the United States of America, and, if the Bond Bank and the Trustee so determine, to
add to the Bond Bank Indenture or to any Supplemental Indenture such other terms,
conditions and provisions as may be permitted to the Trust Indenture Act of 1939 or similar
federal statute and which will not have a material adverse effect on the interest of the
Bondholders;
(f)To give evidence of the appointment of a separate or co-trustee or the
succession of a new Trustee under the Bond Bank Indenture or the succession of a new
Registrar or Paying Agent;
(g)To provide for the issuance of a Series of Additional Bonds permitted by the
Bond Bank Indenture to provide for the refunding of all or a portion of any Bonds;
(h)To amend the Bond Bank Indenture to permit the Bond Bank to comply with
any future federal tax law or any covenants contained in any Supplemental Indenture with
respect to compliance with future federal tax law.
With the exception of Supplemental Indentures for the purposes set forth in the preceding paragraph
and subject to the terms of the Bond Bank Indenture, the owners of not less than a majority of the aggregate
principal amount of the Bonds then Outstanding which are affected (other than Bonds held by the Bond Bank)
have the right, from time to time, to consent to and approve the execution by the Bond Bank and the Trustee
of any Supplemental Indenture or Indentures deemed necessary and desirable by the Trustee for the purpose
of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions
contained in the Bond Bank Indenture or in any Supplemental Indenture. However, no Supplemental
Indenture may permit or be construed as permitting, without the consent of the owners of all then Outstanding
Bonds, (i) an extension of the maturity dates of the principal of or the interest on, or the redemption dates of,
any Bonds, or (ii) a reduction in the principal amount of any Bond or a change in the redemption premium or
the rate of interest on any Bond, or (iii) a privilege or priority of any Bond or Bonds over any other Bond or
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.
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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 Indenture by giving thirty (30) days’ written notice by registered or certified mail to the Bond Bank, the
owner of each Bond issued under the Bond Bank Indenture, and such resignation will take effect upon the
appointment of a successor Trustee and acceptance of such appointment by the successor Trustee. Upon
resignation of the Trustee, the Bond Bank will, as soon as practicable, appoint a successor Trustee. If the
Bond Bank fails to appoint a successor Trustee within sixty (60) days of receipt of notice of the Trustee’s
resignation, the Trustee may petition the appropriate court to appoint a successor Trustee.
The Trustee may be removed at any time with or without cause by an instrument or concurrent
instruments in writing delivered to the Trustee and to the Bond Bank and signed by the owners of a majority
in aggregate principal amount of all Bonds then Outstanding or their attorneys-in-fact duly authorized. Notice
of the removal of the Trustee will be given as provided above. So long as no Event of Default, or an event
which with the passage of time would become an Event of Default, has occurred and is continuing, the
Trustee may be removed at any time by resolution of the Bond Bank filed with the Trustee.
In case the Trustee resigns or is removed, or is dissolved, or is in course of dissolution or liquidation,
or otherwise becomes incapable of acting under the Bond Bank Indenture, or in case it is taken under the
control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed
by the owners of a majority in aggregate principal amount of all Bonds then Outstanding under the Bond
Bank Indenture by an instrument or concurrent instruments in writing signed by such owners, or by their
attorneys-in-fact duly authorized, a copy of which will be delivered personally or 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.
DMS 11046304v2
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APPENDIX D
APPENDIX D
SUMMARY OF CERTAIN LEGAL DOCUMENTS RELATED
TO QUALIFIED OBLIGATIONS 1, 2 AND 3
The following is a summary of certain legal documents related to Qualified Obligations 1, 2 and
3, including summaries of certain provisions contained in the LIT Lease (as defined in this Appendix), the
Authority LIT Indenture (as defined in this Appendix), and LIT Pledge Ordinance (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 LIT Lease, the Authority LIT Indenture and the LIT Pledge
Ordinance, respectively. During the period of this offering, copies of the entire LIT Lease, the Authority
LIT Indenture and the LIT Pledge Ordinance are available without charge from H.J. Umbaugh &
Associates, Certified Public Accountants, LLP, 8365 Keystone Crossing, Suite 300, P. O. Box 40458,
Indianapolis, Indiana.
D-1 Key Definitions related to Qualified Obligations 1, 2 and 3
D-2 Summary of Certain Provisions of the LIT Lease
D-3 Summary of Certain Provisions of the Authority LIT Indenture
D-4 Summary of Certain Provisions of the LIT Pledge Ordinance
APPENDIX D-1
KEY DEFINITIONS RELATED TO QUALIFIED OBLIGATIONS 1, 2 AND 3
Unless otherwise defined in this Appendix or the context clearly indicates otherwise, the
following are definitions of certain key terms used in this Appendix. When used in this Appendix, such
key terms refer to Qualified Obligation 1, 2 and 3 (each as defined herein), which terms may also be used
in the LIT Lease, the Authority LIT Indenture and/or the LIT Pledge Ordinance. Any capitalized terms
used in this Appendix and not otherwise defined herein will have the meanings set forth in the LIT Lease,
the Authority LIT Indenture and/or the LIT Pledge Ordinance. Capitalized terms used elsewhere in the
Official Statement, including other appendices hereto, shall have the meanings ascribed thereto, which
meanings may be different than the definitions of such capitalized terms used in this Appendix.
“Additional Bonds” means Bonds issued pursuant to the terms of the Authority LIT Indenture.
“Authority” or “Carmel Redevelopment Authority” means the City of Carmel Redevelopment
Authority, a separate body corporate and politic organized and existing under Indiana Code 36-7-14.5, as
an instrumentality of the City.
“Authority LIT Indenture” or “the Indenture” means the Trust Indenture, dated as of December 1,
2017, by and between the Authority and the Trustee, authorizing and securing the Qualified Obligations
1, 2 and 3.
“Authorized Representative” means any officer of the Authority, any officer of the Commission,
the Mayor of the City, the fiscal officer of the City, the City engineer or such other officer of the
Authority, the Commission or the City or such other individual as the Authority, the Commission or the
City shall notify the Trustee in writing as being an Authorized Representative under the Indenture, with
evidence of such authority.
“Bond” or “Bonds” shall (unless the context shall otherwise require) mean any Bond or Bonds, or
all the Bonds, including Qualified Obligations 1, 2 and 3 and any Additional Bonds as the case may be,
authenticated, delivered and Outstanding under the 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, collectively, the Bond Bank Bonds Series 2017B-1, the Bond Bank
Bonds Series 2017B-2, and the Bond Bank Bonds Series 2017C-1.
“Bond Bank Bonds Series 2017B-1” means The City of Carmel Local Public Improvement Bond
Bank Special Program Bonds, Series 2017B-1, to be dated December 14, 2017, issued in the original
aggregate principal amount of $32,495,000.
“Bond Bank Bonds Series 2017B-2” means The City of Carmel Local Public Improvement Bond
Bank Special Program Bonds, Series 2017B-2, to be dated December 14, 2017, issued in the original
aggregate principal amount of $24,000,000.
D-1-1
“Bond Bank Bonds Series 2017C-1” means The City of Carmel Local Public Improvement Bond
Bank Taxable Special Program Bonds, Series 2017C-1, to be dated December 14, 2017, issued in the
original aggregate principal amount of $815,000.
“Bond Bank Indenture” means the Trust Indenture, dated as of December 1, 2017, by and
between the Bond Bank and Bond Bank Trustee, authorizing and securing the Bond Bank Bonds.
“Bond Bank Trustee” means The Huntington National Bank, as trustee for the Bond Bank Bonds
pursuant to the terms of the Bond Bank Indenture.
“Business Day” means a day other than Saturday, Sunday, or day on which banking institutions
in the city in which the principal corporate trust office of the Trustee is located are required or authorized
by law to close or on which The New York Stock Exchange is closed.
“City” means City of Carmel, Indiana, a municipal corporation under the laws of the State of
Indiana.
“Code” means the Internal Revenue Code of 1986, as amended and in effect on the date of
issuance of any Series of Bonds and the applicable judicial decisions and published rulings or any
applicable regulations promulgated or proposed thereunder or under the Internal Revenue Code of 1954,
as in effect immediately prior to the enactment of the Tax Reform Act of 1986.
“Commission” means the City of Carmel Redevelopment Commission, established under Indiana
Code 36-7-14, governing body of the District.
“Council Ordinance” or “Council LIT Ordinance” shall mean Ordinance D-2369-17, As
Amended, adopted by the Common Council of the City on September 18, 2017, for the purpose of
approving the Lease and the issuance of Qualified Obligations 1, 2 and 3 and pledging the City’s monthly
distributive share of LIT Revenues to the payment of the lease rentals due under the LIT Lease.
“District” or “Redevelopment District” means the City of Carmel Redevelopment District.
“Government Obligations” means (i) direct obligations of the United States of America or
obligations the payment of the principal of and interest on which are unconditionally guaranteed by the
United States of America, including, but not limited to, securities evidencing ownership interests in such
obligations or in specified portions thereof (which may consist of specific portions of the principal of or
interest on such obligations) and (ii) obligations of any state of the United States of America or any
political subdivision thereof, the full payment of principal of, premium, if any, and interest on which (a)
are unconditionally guaranteed or insured by the United States of America, or (b) are provided for by an
irrevocable deposit of securities described in clause (a) and are not subject to call or redemption by the
issuer thereof prior to maturity or for which irrevocable instructions to redeem have been given.
“Indenture” or “Authority LIT Indenture” means the Trust Indenture, dated as of December 1,
2017, by and between the Authority and the Trustee, authorizing and securing Qualified Obligations 1, 2
and 3.
“Interest Payment Date” means January 15 and July 15 of each year, commencing on July 15,
2018, with respect to Qualified Obligations 1, 2 and 3.
“Lease” or “LIT Lease” means the Lease Agreement, dated as of October 10, 2017, as amended
by the Addendum to Lease Agreement, to be dated as of December 14, 2017, each by and between the
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Authority, as lessor, and the Commission, as lessee, as the same may be further amended from time to
time hereafter.
“Lease Amendment Agreement” shall mean the Agreement Regarding Amendments to LIT
Leased Premises, to be dated as of December 1, 2017, among the City, the Authority and the
Commission.
“Leased Premise” or “LIT Leased Premises” means the premises subject to the LIT Lease.
“Lessee” shall mean the Commission, or any successor or assign, as lessee under the Lease.
“LIT Pledge Ordinance” means, collectively, Ordinance No. D-1302-97, adopted by the Common
Council of the City, on July 7, 1997, and Ordinance No. D-2369-17, As Amended, adopted by the
Common Council of the City on September 18, 2017, pursuant to which the Common Council of the City
pledged a portion of its monthly certified distribution of LIT Revenues to the Commission for the
payment of rentals under the LIT Lease.
“LIT Revenues” means the City’s monthly distributive share of revenues derived from the
imposition of the county option income tax imposed pursuant to IC 6-3.5-6 (repealed) on the adjusted
gross income of Hamilton County, Indiana, taxpayers, which now has been codified at IC 6-3.6 and
reclassified as the certified shares component of additional revenue derived from the expenditure rate tax
under IC 6-3.6.
“LIT Lease” or “Lease” means the Lease Agreement, dated as of October 10, 2017, as amended
by the Addendum to Lease Agreement, to be dated as of December 14, 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.
“LIT Leased Premise” or “Leased Premises” means the premises subject to the LIT Lease.
“LIT Lease Rentals” or “the Lease Rentals” means the lease rental payments payable by the
Commission under the LIT Lease.
“Operation Fund” means the Operation Fund created and established pursuant to the Authority
LIT Indenture.
“Paying Agent” initially means 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.
“Prior Trust Indenture” means the Trust Indenture, dated as of December 1, 2013, by and between
the City and Regions Bank, as trustee, authorizing and securing the Refunded Obligations.
“Projects” means the design, construction, renovation, improvement and/or equipping of the
projects identified on Exhibit A to the Council Ordinance, and all costs or expenses incurred in
connection therewith. In general, the Projects consist of the design, inspection, construction, renovation,
replacement, improvement and/or equipping of certain local public improvements, buildings and other
infrastructure projects in the City, including, without limitation, certain road and street reconstruction,
resurfacing or improvement projects; roundabout improvements; construction, reconstruction, resurfacing
or improvements of multi-use paths; any related sidewalk, drainage, lighting, utilities, streetscaping,
landscaping and/or other improvements; the acquisition of any land or right-of-way; and all related utility
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relocation, acquisition, design, inspection, construction, demolition, renovation, remediation,
improvement, excavation, site work preparation and/or equipping projects. Such local public
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improvements will specifically include (1) roundabouts at 106 Street and Hazell Dell Parkway, at 3
rd
Avenue and Carmel Drive, at 3 Avenue and City Center Drive, at Medical Drive and Carmel Drive, at
thth
East 4 Street and Main Street, and at 6 Street and Range Line Road, (2) construction, resurfacing or
th
improvements to multi-use paths along Gray Road, the Monon Trail (near City Center), and 136 Street
(from Range Line Road to Keystone Avenue), (3) a downtown hotel, (4) storage and maintenance
th
buildings at Civic Square, (5) burying/relocating Duke transmission lines (along 116
Street south of
Kite), (6) golf course improvements and a new clubhouse, (7) construction, resurfacing or improvements
th
to River Road from Community Drive to 146 Street, (8) completion of Cherry Creek Boulevard from
Mississinewa Drive to James Dean, (9) Legacy Public Site Work, including the bike promenade, storm
nd
water park and Community Drive traffic signal, (10) construction, resurfacing or improvements to 2
strd
Avenue NE from Main Street to 1 NE, (11) construction, resurfacing or improvements to 3 Avenue
st
from Carmel Drive to City Center Drive, and (12) construction and equipping of office suites on 1
Avenue, adjacent to the Monon Trail. Notwithstanding the foregoing, no portion of the proceeds of the
Bond Bank Bonds or Qualified Obligations 1, 2 or 3 will be used to pay the costs of any hotel or related
infrastructure improvements.
“Project Fund” means the Project Fund created and established by the Indenture.
“Qualified Investments” means those investments in: (i) Governmental Obligations; (ii) other
investments permitted by Indiana Code 5-13, as amended from time to time; (iii) money market funds
(including any money market fund for which the Trustee or any affiliate of the Trustee provides services
for a fee) the assets of which are obligations or, or guaranteed by, the United States of America and which
funds are rated at the time of purchase “Aaa” or “Am-G” (or their equivalent) or higher by S&P; (iv)
deposits constituting an obligation of a bank, as defined by the Indiana Banking Act, Indiana Code 28-2,
as amended (including deposits offered by the Trustee and its affiliates), whose outstanding unsecured
long-term issuer is rated at the time of deposit in any of the three highest Rating Categories by any Rating
Agency, and (v) U.S. Dollar denominated deposit accounts, federal funds and banker’s acceptances with
domestic banks whose short term certificates of deposit are rated on the date of the purchase in any of the
three highest rating categories by any rating agency and maturing no more than 360 days after the date of
the purchase.
“Qualified Obligation 1” shall mean the Authority’s Lease Rental Bonds, Series 2017B-1 (LIT
Supported), to be issued in the original aggregate principal amount of $32,495,000. Qualified Obligation
1 is also referred to as the “2017B-1 Bonds” under the terms of the Authority LIT Indenture.
“Qualified Obligation 2” shall mean the Authority’s Lease Rental Bonds, Series 2017B-2 (LIT
Supported), to be issued in the original aggregate principal amount of $24,000,000. Qualified Obligation
2 is also referred to as the “2017B-2 Bonds” under the terms of the Authority LIT Indenture.
“Qualified Obligation 3” shall mean the Authority’s Taxable Lease Rental Bonds, Series 2017C-1
(LIT Supported), to be issued in the original aggregate principal amount of $815,000. Qualified
Obligation 3 is also referred to as the “2017C-1 Bonds” under the terms of the Authority LIT Indenture.
“Rebate Fund” means the Rebate Fund created and established pursuant to the Authority LIT
Indenture.
“Redemption Price” means, with respect to the Bonds outstanding under the Authority LIT
Indenture, the price at which the Bonds are redeemable as set forth in accordance with the terms of the
Authority LIT Indenture or any indenture supplemental thereto.
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“Refunded Obligations” means the City of Carmel, Indiana, Taxable Economic Development
Revenue Bonds, Series 2013 (Legacy Project), dated December 18, 2013, issued in the original aggregate
principal amount of $12,000,000, and currently outstanding in the aggregate principal amount of
$4,181,848.02, issued pursuant to and secured by the Prior Trust Indenture.
“Registered Owner” or “Registered Owners” or “Bondholder” or “holder of Bonds” or “owner of
Bonds” or any similar term means the registered owner of any Bond, including the Bond Bank, and any
purchaser of Bonds being held for resale, including the Bond Bank. Initially, Qualified Obligations 1, 2
and 3 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.
“Series of Bonds” or “Bonds of a Series” or “Series” or words of similar meaning means any
Series of Bonds authorized by the Indenture or by a Supplemental Indenture.
“Sinking Fund” means the Sinking Fund created and established pursuant to the Authority LIT
Indenture.
“Supplemental Indenture” means an indenture supplemental to or amendatory of the Indenture,
executed by the Authority and the Trustee in accordance with terms of the Indenture.
“Trust Estate” has the meaning set forth in the preambles and granting clauses of the Authority
LIT Indenture, consisting of (i) all proceeds of all Bonds issued under the Authority LIT Indenture and
other cash and securities now or hereafter held in the funds and accounts (except the Rebate Fund) created
and established thereunder and the investment earnings thereon and all proceeds thereof; (ii) all rights,
titles and interests of the Authority under the LIT Lease; and (iii) all other properties and moneys
hereafter pledged to the Trustee by the Authority to the extent of that pledge.
“Trustee” means The Huntington National Bank, as trustee under the Authority LIT Indenture,
and its successor or successors in trust.
“2017 Construction Account” means the 2017 Construction Account of the Project Fund
established under the Authority LIT Indenture with respect to the proceeds of Qualified Obligations 1, 2
and 3.
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APPENDIX D-2
SUMMARY OF CERTAIN PROVISIONS OF THE LIT LEASE
LEASE TERM; PREMISES; AND RENTAL
Under the LIT Lease, the Authority leases to the Commission an interest in certain real estate and
certain road improvements which have been constructed thereon (collectively, the “LIT Leased
Premises”). Under the LIT Lease, the Commission agrees to pay the Authority annual lease rental in
amounts sufficient to pay the principal of and interest on the Bonds, together with administrative expenses
related to the Bonds.
At any time during the term of the LIT Lease, the LIT Leased Premises may be amended to add
additional property to the LIT Leased Premises or remove any portion of the LIT Leased Premises;
provided, however, following such amendment, the rental payable under the LIT Lease shall be based on
the value of the portion of the LIT Leased Premises which is available for use, and the rental payments
due under the LIT Lease shall be in amounts sufficient to pay when due all principal of and interest on all
outstanding Bonds, together with administrative expenses related to the Bonds.
The term of the LIT Lease will commence on the date on which the Commission begins to make
lease rental payments thereunder and will end on the day prior to a date not more than twenty (20) years
thereafter. However, the term of the LIT Lease will terminate at the earlier of (a) the exercise by the
Commission of the option to purchase the LIT Leased Premises, as described below, or (b) the payment
or defeasance of all bonds issued (i) to finance the cost of the LIT 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 LIT
Leased Premises; provided that no bonds or other obligations of the Lessor issued to finance the LIT
Leased Premises remain outstanding at the time of such payment or defeasance. The Commission may
renew the LIT Lease for a further like, or lesser, term upon the same or like conditions as established in
the LIT Lease. The Commission must exercise this option by written notice sent to the Authority and to
the other parties to the Maintenance and Use Agreements (as defined in the Lease) (at the addresses set
forth in the respective Maintenance and Use Agreements) on any rental payment date prior to expiration
of the LIT Lease.
The first lease rental payment for the LIT Leased Premises is due on the later of (i) the date the
Real Estate is acquired by the Authority, or (ii) a date to be determined at the time of the sale of Qualified
Obligations 1, 2 and 3, but no earlier than January 1, 2018, as set forth in the addendum to lease be
endorsed on the LIT Lease by the parties thereto at the time of issuance of Qualified Obligations 1, 2 and
3. Thereafter, rentals on the LIT Leased Premises are payable in advance in semi-annual installments on
January 1 and July 1 of each year during the term of the LIT Lease. Rentals under the LIT Lease are to be
paid by the Commission directly to the Trustee.
The LIT Lease also provides that the Commission will pay as further rental for the LIT Leased
Premises (i) all taxes and assessments levied against or on account of the LIT Leased Premises, and (ii) to
the extent applicable to any series of Bonds, the amount required to be rebated, or paid as a penalty, to the
United States of America under Section 148(f) of the Internal Revenue Code of 1986, as amended and in
effect on the date of issue of the Bonds (“Code”), after taking into account other available moneys, to
prevent any series of Bonds from becoming arbitrage obligations under Section 148 of the Code, if the
interest of such series of Bonds is excludable from gross income under the Code for federal income tax
purposes.
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The Commission’s lease rental payments under the LIT Lease are payable solely from (a) the LIT
Revenues and (b) to the extent such revenues are insufficient, from a back-up pledge of the revenues
derived by the Commission from the levy of a special benefits tax on all taxable property within the
geographical boundaries of the City of Carmel Redevelopment District (the “District”) pursuant to
Indiana Code 36-7-14-27 (the “Special Tax Revenues”); provided, however, the Commission has reserved
the right to pay the lease rental payments or any other amounts due under the LIT Lease from any other
revenues legally available to the Commission.
ABATEMENT OF RENT
The Lease provides that, in the event the LIT Leased Premises is taken under the exercise of the
power of eminent domain, so as to render it unfit, in whole or in part, for use or occupancy by the
Commission, it will then be the obligation the Authority to restore and rebuild that portion of the LIT
Leased Premises as promptly as may be done, unavoidable strikes and other causes beyond the control of
the Authority excepted; provided, however, that the Authority will not be obligated to expend on such
restoration or rebuilding more than the amount of the condemnation proceeds received by the Authority.
If any part of the LIT Leased Premises is partially or totally destroyed, or is taken under the
exercise of the power of eminent domain, so as to render it unfit, in whole or part, for use or occupancy
by the Commission, the rent will be abated for the period during which the LIT Leased Premises or such
part thereof is unfit or unavailable for use or occupancy, and the abatement will be in proportion to the
percentage of the LIT Leased Premises which is unfit or unavailable for use or occupancy.
At any time during the term of the LIT Lease, the LIT Leased Premises may be amended to add
additional property to the LIT Leased Premises or remove any portion of the LIT Leased Premises;
provided, however, following such amendment, the rental payable under the LIT Lease shall be based on
the value of the portion of the LIT Leased Premises which is available for use, and the rental payments
due under the LIT Lease shall be in amounts sufficient to pay when due all principal of and interest on all
outstanding Bonds.
MAINTENANCE, ALTERATION, AND REPAIR
The Commission is responsible for operation, maintenance and repair of the LIT 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 LIT Leased Premises (the
“Maintenance and Use Agreements”). Such other parties may assume all responsibility for operation,
maintenance, repairs and alterations to the LIT Leased Premises. At the end of the term of the LIT Lease
the Commission shall deliver the LIT Leased Premises to the Authority in as good condition as at the
beginning of the term, reasonable wear and tear only excepted.
INSURANCE
During the full term of the LIT Lease the Commission will, at its own expense, maintain
combined bodily injury insurance, including accidental death, and property damage insurance with
respect to the LIT Leased Premises in an amount not less than One Million Dollars ($1,000,000) on
account of each occurrence with one or more good and responsible insurance companies. Such policies
must be for the benefit of persons having an insurable interest in the property and must be made payable
to the Authority, the Commission, and the Trustee, and such other person or persons as the Authority may
designate. If, at any time, the Commission fails to maintain the above described insurance, the Authority
may, but is not required to, obtain such insurance and the amount paid therefor will be added to the
amount of rental payable by the Commission under the LIT Lease. Another party may obtain such
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insurance policies and satisfy the requirements of the LIT Lease as long as the Commission, the Authority
and the Trustee are named as additional insureds under such policies.
At any time during the term of the LIT Lease the LIT Leased Premises may be amended to add
additional property to the LIT Leased Premises or remove any portion of the LIT Leased Premises;
provided, however, following such amendment, the rental payable under the LIT Lease shall be based on
the value of the portion of the LIT Leased Premises which is available for use, and the rental payments
due under the LIT Lease shall be in amounts sufficient to pay when due all principal of and interest on all
outstanding Bonds.
EMINENT DOMAIN
If title to or the temporary use of the LIT Leased Premises, or any part thereof, should be taken
under the exercise or the power of eminent domain by any governmental body or by any person, firm or
corporation acting under governmental authority, any net proceeds received from any award made in such
eminent domain proceedings will be paid to and held by the Trustee under the Indenture. Within ninety
(90) days from the date of entry of a final order in any eminent domain proceedings granting
condemnation, the Commission shall direct the Authority and Trustee in writing that such proceeds shall
be applied either to (i) restore the LIT Leased Premises to substantially the same condition as it existed
prior to the exercise of that power of eminent domain, or (ii) acquire, by construction or otherwise, other
improvements suitable for the Commission’s operations on the LIT Leased Premises and which are in
furtherance of the purposes of the Act (the improvements shall be deemed a part of the LIT Leased
Premises and available for use and occupancy by the Lessee without the payment of any rent other than as
provided in the Lease, to the same extent as if such other improvements were specifically described in the
Lease and demised by the Lease). Any balance of the net proceeds of the award in such eminent domain
proceedings not required to be applied for the purposes specified in subsections (i) or (ii) above shall be
deposited in the sinking fund held by the Trustee under the Indenture and applied to the repayment of the
series of Bonds secured by such Lease.
TAX COVENANTS
In order to preserve the exclusion of interest any series of Bonds (including Qualified Obligation
1 and Qualified Obligation 2) from gross income for federal income tax purposes (other than Bonds
issued under the Indenture the interest on which is not excludable for federal income tax purposes)(the
“Tax-Exempt Bonds”) and as an inducement to purchasers of the Tax-Exempt Bonds, the Commission
and the Authority have each covenanted and agreed that neither the Commission nor the Authority will
take any action or fail to take any action with respect to the Tax-Exempt Bonds that would result in the
loss of the exclusion from gross income for federal income tax purposes of interest on the Tax-Exempt
Bonds pursuant to Section 103 of the Code and the regulations thereunder as applicable to the Tax-
Exempt Bonds, including, without limitation, the taking of such action as is necessary to rebate or cause
to be rebated arbitrage profits on Tax-Exempt Bond proceeds, or other monies treated as Tax-Exempt
Bond proceeds, to the federal government as provided in Section 148 of the Code.
DEFAULTS
The Lease provides that, if the Commission defaults (a) in the payment of rentals or other sums
payable to the Authority under the LIT Lease or (b) in the observance of any other covenant, agreement
or condition thereof, and such default shall continue for ninety (90) days after written notice to correct the
same, then, in any or either of such events, the Authority may proceed to protect and enforce its rights by
suit or suits in equity or at law in any court of competent jurisdiction, whether for specific performance of
any covenant or agreement contained therein or for the enforcement of any other appropriate legal or
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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 LIT 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 Authority has granted the Commission the right and option to renew the LIT Lease for a
further like or lesser term upon the same or like conditions as therein contained, and applicable to the
portion of the premises for which the renewal applies, and the Commission may exercise such option by
written notice to the Authority, and to the other parties to any Maintenance and Use Agreements at the
addresses set forth in the respective Maintenance and Use Agreements (if any), given upon any rental
payment date prior to the expiration of the LIT Lease.
OPTION TO PURCHASE
The Commission has the right and option, under the LIT Lease to purchase the LIT Leased
Premises, or any portion thereof, on any date upon 60 days’ written notice to the Authority, at a price
which is equal to the amount required to enable the Authority to pay all indebtedness incurred on account
of the LIT Leased Premises, or such portion thereof (including indebtedness incurred for the refunding of
that indebtedness), including accrued and unpaid interest to the first date on which bonds may be
redeemed and all premiums, if any, payable upon the redemption thereof. In no event, however, shall
such purchase price exceed the capital actually invested by the Authority represented by outstanding
securities or existing indebtedness, plus the cost of transferring property.
TRANSFER OF OWNERSHIP
The Lease provides that, in the event the Commission has not exercised its option to purchase the
LIT Leased Premises and has not exercised its option to renew the LIT Lease as described above, then,
upon full performance by the Commission of its obligations under the LIT Lease the LIT Leased Premises
will become the absolute property of the Commission, and the Authority will execute the proper
instruments conveying to the Commission, or to any entity (including the City and any other party to the
Maintenance and Use Agreements) designated by the Commission, all of the Authority’s right, title and
interest to the LIT Leased Premises, or such portion thereof.
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APPENDIX D-3
SUMMARY OF CERTAIN PROVISIONS OF THE AUTHORITY LIT INDENTURE
REVENUES, FUNDS AND ACCOUNTS
Creation of Funds and Accounts
The Authority creates and establishes the following Funds and Accounts to be held by the Trustee
under the Indenture:
(i)Project Fund, consisting of a 2017 Construction Account;
(ii)Sinking Fund;
(iii)Operation Fund; and
(iv)Rebate Fund.
Deposit of Net Proceeds of Bonds, Revenues and Other Receipts.
With regard to the proceeds from the sale of Qualified Obligation 1, the Authority shall be
deemed to have received an aggregate amount equal to $35,843,997.30 (which amount represents the par
amount of Qualified Obligation 1 ($32,495,000), plus a portion of the net original issue premium with
respect to the Bond Bank Bonds Series 2017B-1 that is allocable to Qualified Obligation 1
($3,348,997.30)). From the proceeds of the sale of Qualified Obligation 1, the Authority agrees that:
(i)$3,336,794.63 of such amount shall be deemed to have been received by the Authority
and used for the purpose of refunding the Refunded Obligations; provided, however, the
Authority agrees that such funds will be retained by the Bond Bank immediately
transferred (together with other moneys released from the Prior Trust Indenture in the
amount of $954,117.82) directly to the registered owner of the Refunded Obligations (on
behalf of the Authority, the City and the District), and used to pay principal of, interest on
and redemption price for the Refunded Obligations as the same becomes due through and
including the redemption date thereof;
(ii)$386,245.21of such amount shall be deemed to have been received by the Authority and
used for the purpose of paying the costs of issuance for Qualified Obligation 1; 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 Series 2017B-1 Bonds allocable to Qualified Obligation 1
(including a portion of the underwriter’s discount with respect to the Bond Bank Bonds
Series 2017B-1 in the amount of $121,856.25);
(iii)$800,957.46 of such amount shall be deemed to have been received by the Authority and
credited to the Sinking Fund for the purpose of paying interest on Qualified Obligation 1
through July 15, 2018; 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
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interest to become due on the Bond Bank Bonds Series 2017B-1 through July 15, 2018;
and
(iv)$31,320,000 of such amount, which represents the remainder thereof, shall be deposited
in the 2017 Construction Account of the Project Fund.
With regard to the proceeds from the sale of Qualified Obligation 2, the Authority shall be
deemed to have received an aggregate amount equal to $24,000,000 (which amount represents the par
amount of Qualified Obligation 2). From the proceeds of the sale of Qualified Obligation 2, the Authority
agrees that:
(i)$259,866.67 of such amount shall be deemed to have been received by the Authority and
used for the purpose of paying the costs of issuance for Qualified Obligation 2; provided,
however, the Authority agrees that such funds will be retained by the Bond Bank and
used by the Bond Bank for the purpose of paying all or a portion of the costs of issuance
of the Bond Bank Bonds Series 2017B-2 Bonds allocable to Qualified Obligation 2
(including the placement agent’s fee);
(ii)$450,133.33 of such amount shall be deemed to have been received by the Authority and
credited to the Sinking Fund for the purpose of paying interest on Qualified Obligation 2
through July 15, 2018; 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 Series 2017B-2 through July 15, 2018;
and
(iii)$23,290,000 of such amount, which represents the remainder thereof, shall be deposited
in the 2017 Construction Account of the Project Fund.
With regard to the proceeds from the sale of Qualified Obligation 3, the Authority shall be
deemed to have received an aggregate amount equal to $815,000 (which amount represents the par
amount of Qualified Obligation 3). From the proceeds of the sale of Qualified Obligation 3, the Authority
agrees that:
(i)$65,000 of such amount shall be deemed to have been received by the Authority and used
for the purpose of paying the costs of issuance for Qualified Obligation 3; 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 Series 2017C-1 Bonds allocable to Qualified Obligation 3
(including a portion of the underwriter’s discount with respect to the Bond Bank Bonds
Series 2017C-1 in the amount of $3,056.25); and
(ii)$750,000 of such amount, which represents the remainder thereof, shall be deposited in
the 2017 Construction Account of the Project Fund.
The Trustee will deposit the net proceeds of any subsequent Series of Bonds as provided in the
Supplemental Indenture for that Series of Bonds.
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OPERATION OF FUNDS AND ACCOUNTS
Project Fund; 2017 Construction Account. On the date of delivery of Qualified
Obligations 1, 2 and 3, moneys in the 2017 Construction Account shall be deemed to have been
transferred to and received by the City as payment in full of the purchase price for the LIT Leased
Premises; provided, however, the City has directed the Authority and the Trustee to retain the purchase
price for the LIT Leased Premises in the 2017 Construction Account and to hold such amounts therein,
for and on behalf of the City, pending disbursement therefrom in accordance with the Indenture as
requested from time to time by an Authorized Representative of the City. Upon receipt of one or more
written requisitions from an Authorized Representative of the City, the Trustee shall disburse funds held
in the 2017 Construction Account to the City or its designee for the purpose of paying the costs of
acquisition and construction of the Projects, including, but not limited to, the following items:
(1) Obligations incurred for labor and to contractors, builders and materialmen in connection
with the Projects;
(2) The payment of the purchase price and the cost of acquiring any real estate and other
property subject to the LIT Lease;
(3) Interest accruing on the Bonds during the period of construction to the extent that funds
in the Sinking Fund are insufficient;
(4) The cost of equipment, if any, for the Projects;
(5) The cost of all indemnity and surety bonds required by the Indenture, the fees and
expenses of the Trustee, the Registrar, and any Paying Agent during construction, and premiums on
insurance during construction;
(6) Expenses and fees of architects, engineers and construction managers;
(7) Any costs and expenses incurred in connection with the issuance and sale of the Bonds,
including, without limitation, attorneys’ fees and expenses, printing costs, recording and filing fees, and
costs of any municipal bond insurance;
(8) All other incidental costs incurred in connection with the cost of the Projects; and
(9) Any amount required to be deposited in the Rebate Fund during the period of acquisition
and construction.
All payments from the 2017 Construction Account shall be made by the Trustee upon
presentation of an architect’s or engineer’s certificates of work completed and materials furnished,
approved in writing by an Authorized Representative of the City, or in the case of any items not subject to
certification by the architect or engineer, then upon the presentation of an affidavit executed by an
Authorized Representative of the City, stating the character of the expenditure, the amount thereof, and to
whom due, together with the statement of the creditor as to the amount owing and the creditor’s taxpayer
identification number (if not a corporation).
The Trustee will cause to be kept and maintained adequate records pertaining to the 2017
Construction Account and all disbursements therefrom. If requested by an Authorized Representative of
the City, the Trustee shall file copies of the records pertaining to the 2017 Construction Account and all
disbursements from such fund with the Authority.
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In making disbursements from the 2017 Construction Account, the Trustee may rely upon such
invoices or other appropriate documentation supporting the payments or reimbursements without further
investigation. The Trustee shall have no responsibility to see that the 2017 Construction Account is
properly applied, except as specifically provided in the Indenture.
Sinking Fund. Pursuant to the Indenture and the terms of the respective purchase agreements
between the Authority and the Bond Bank, interest to become due on Qualified Obligations 1 and 2
through and including July 15, 2018, in an aggregate amount equal to $1,251,090.79, 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 LIT Lease
an amount equal to the lesser of the following: (i) all of such rental payment; or (ii) an amount which
equals the sum of the principal and interest on the Bonds due on, before or within twenty (20) days after
the date such rental payment becomes due. Any amounts contained in the Sinking Fund on a Lease rental
payment date shall be credited against the rental amount then due from the Commission under the LIT
Lease. Any portion of a rental payment remaining after such deposit will be deposited by the Trustee in
the Operation Fund created under the Indenture. The Trustee will from time to time withdraw from the
Sinking Fund and will deposit in a special trust fund and make available to itself, as Trustee, or to any
Paying Agent, sufficient moneys for paying the principal of the Bonds at maturity or upon mandatory
sinking fund redemption, and to pay the interest on the Bonds as the same falls due. Investment earnings,
if any, in the Sinking Fund may be deposited in the Rebate Fund at the written direction of the Authority.
Operation Fund. The Operation Fund will be used only to pay necessary and incidental
expenses of the Authority (e.g. Trustee’s fees, required audits, attorney’s fees, appraisals, meetings,
reports and deposits into the Rebate Fund), the payment of any rebate to the United States government,
the payment of principal of and interest on the Bonds upon redemption or the purchase price of Bonds
purchased, and if the amount in the Sinking Fund at any time is less than the required amount, the Trustee
will transfer funds from the Operation Fund to the Sinking Fund in an amount sufficient to raise the
amount in the Sinking Fund to the required amount. Incidental expenses will be paid by the Trustee upon
the presentation of an affidavit executed by any two Authorized Representatives of the Authority stating
the character of the expenditure, the amount thereof and to whom due, together with the statement of the
creditor as to the amount owing, except for the payment of Trustee’s fees which require no affidavit from
the Authority.
Notwithstanding anything in the Indenture to the contrary, upon receipt by the Trustee of a
Request for Release of Funds (as defined below), the Trustee will as soon thereafter as practical release to
the Authority funds in the Operation Fund in accordance with such Request. For these purposes, a
“Request for Release of Funds” means a written request made by the Authority which (i) is signed by two
Authorized Representatives of the Authority, (ii) sets forth the amount requested to be released from the
Operation Fund to the Authority, and (iii) includes a statement, accompanied by supporting schedules
prepared by an accountant or firm of accountants which verify the statement, that the balance to be held in
the Operation Fund immediately after such amount is released to the Authority are expected to be
sufficient to meet the known and anticipated payments and transfers to be satisfied from the Operation
Fund in the succeeding eighteen (18) months. The supporting schedules must identify with particularity
the anticipated sources and applications of funds. The statement and supporting schedules required by
clause (iii) above must not include anticipated investment earnings based on assumptions about
reinvestment rates, but may include known investment earnings scheduled to be received on then current
investments, and must include any known or anticipated gain or loss from the disposition of investments.
Notwithstanding the foregoing provisions of this paragraph, the Trustee will not so release funds from the
Operation Fund to the Authority during any time that there exists an uncured or unwaived event of default
under the Indenture, or an event which with notice or lapse of time or both would become such an event
of default, or if the Trustee determines that the information set forth in the Request for Release of Funds
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(including the supporting schedules) is not reasonably consistent with the books and records of the
Trustee or is otherwise not accurate or appropriate.
Rebate Fund. If, in order to maintain the exclusion of interest on any series of Bonds from gross
income for federal income tax purposes (other than Bonds issued under the Indenture the interest on
which is not excludable for federal income tax purposes), the Authority is required to rebate portions of
investment earnings to the United States government the Authority will compute the amount required to
be so rebated. At the written direction of the Authority, the Trustee will deposit such amount annually
into the Rebate Fund from the Operation Fund, or investment earnings on the Sinking Fund. The Trustee
will pay required rebates from the Rebate Fund as directed in writing by the Authority.
Investment of Funds. All funds will be invested by the Trustee in any one or more Qualified
Investments (as defined in this appendix to the Official Statement). All funds will be invested by the
Trustee as directed by the Authority in writing in such Qualified Investments, and the Trustee will
allocate and deposit interest earnings to the fund or account to which the earnings are allocable, except as
otherwise provided in the Indenture. Funds invested for the Sinking Fund and the Rebate Fund will
mature prior to the time the funds invested will be needed for payment of principal of and interest on the
Bonds or rebate to the United States government. The Trustee is authorized to sell any securities so
acquired from time to time in order to make required payments from a particular fund or account. The
Trustee will not be liable for any losses occurring as a result of any such sale.
Redemption of Bonds. Whenever the amounts contained in the Sinking Fund and Operation
Fund are sufficient, together with any other funds deposited with the Trustee by the Authority (other than
amounts deposited into the Rebate Fund), to redeem, upon the next redemption date, all Bonds then
outstanding, the Trustee will, , upon written direction of the Authority, apply the amounts in such funds to
the redemption of the Bonds pursuant to the terms and conditions of the Indenture.
Purchase of Bonds. At the request of the Authority, the Trustee may remove funds from the
Operation Fund to be used for the redemption of Bonds, or for the purchase of Bonds.
REDEMPTION OF BONDS
The Authority has the right, at its option, to redeem, according to the procedures provided under
the Indenture, the bonds of Qualified Obligation 1 maturing on or after January 15, 2028, in whole or in
part, in any order of maturity or maturities selected by the Authority and by lot within any maturity, on
any date not earlier than July 15, 2027, at face value, plus interest accrued to the date fixed for redemption
and without premium.
The Authority has the right, at its option, to redeem, according to the procedures provided under
the Indenture, the bonds of Qualified Obligation 2 maturing on or after January 15, 2025, in whole or in
part, in any order of maturity or maturities selected by the Authority and by lot within any maturity, on
any date not earlier than July 15, 2024, at face value, plus interest accrued to the date fixed for redemption
and without premium.
Qualified Obligation 3 shall not be subject to optional redemption prior to maturity.
ADDITIONAL BONDS
Additional Bonds (as defined in this appendix of the Official Statement) may be issued under and
secured by the Indenture on a parity with the Bonds (which includes Qualified Obligations 1, 2 and 3) and
any other bonds then outstanding in order to (i) finance or refinance any acquisition or construction
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necessary to complete any portion of the Projects, or (ii) refund any of the Bonds then Outstanding under
the Indenture. The principal of and interest on any Additional Bonds shall be payable on January 15 and
July 15 of each year, beginning on the date specified in the Supplemental Indenture authorizing the same.
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 LIT Lease. The lease rental payments under the
LIT Lease are limited as stated therein.
Upon the execution and delivery of an appropriate supplement to the Indenture, the Authority will
execute and deliver to the Trustee and the Trustee will authenticate such Additional Bonds and deliver
them as may be directed by the Authority. Prior to the delivery of any Additional Bonds, there must be
filed with the Trustee:
(1)a copy, certified by the Secretary-Treasurer after Authority, of an amendment to the LIT
Lease, which requires the Commission to pay to the Authority fixed annual rentals in an
amount sufficient to pay the principal of and interest on such Additional Bonds;
(2)an executed counterpart of such supplemental indenture, adding to the Trust Estate all
rights, titles and interests of the Authority under such amendment to the LIT Lease;
(3)a report or a certificate prepared by an independent certified public account or an
independent financial advisor selected by the Authority supported by appropriate
calculations, stating that the Additional Bonds can be amortized, along with any other
Bonds that are then outstanding under the Indenture, from lease rental payments pursuant
to the LIT Lease, as so amended;
(4)a copy, certified by the secretary-treasurer of the Authority, of the resolution, adopted by
the Board of Directors of the Authority, authorizing the execution and delivery of such
supplemental indenture and such Additional Bonds;
(5)a request and authorization to the Trustee by an officer of the Authority to authenticate
and deliver such Additional Bonds to the purchasers therein identified upon payment to
the Trustee of the purchase price thereof plus accrued interest thereon to the date of
delivery, as specified in such request and authorization;
(6)An ordinance of the Common Council of the City pledging the LIT Revenues to the LIT
Lease, as so amended, which lease rentals will be used to amortize such Additional
Bonds; and
(7)an opinion of recognized bond counsel to the effect that the issuance and sale of such
Additional Bonds will not result in interest on any Outstanding Bonds, the interest on
which is excludable for federal income tax purposes, becoming includable in the gross
income of the owners thereof for federal income tax purposes.
COVENANTS OF AUTHORITY
In the Indenture, the Authority makes certain covenants to the Trustee for the benefit of
Registered Owners of the Bonds, including the following.
Observance of Provisions Contained in and Payment of Bonds. The Authority covenants and
agrees that it will faithfully observe any and all covenants, undertakings, stipulations and provisions
contained in the Indenture and each and every Bond, and will duly and punctually pay or cause to be paid
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the principal of said Bonds and the interest thereon, at the times and places, and in the manner, mentioned
in the Bonds; provided however, that the obligations of the Authority under the Indenture and the Bonds
are special and limited obligations of the Authority, payable solely from and secured exclusively by the
Trust Estate.
Payment of Taxes on Leased Premises; Payment of Taxes by Trustee. The Authority
covenants that by the LIT Lease it has required the Commission to pay the amount of all taxes and
assessments levied against the LIT Leased Premises or the receipt of rental payments under the LIT
Lease. If the Commission should at any time fail to pay any tax, assessment or other charge for which it
is responsible under the LIT Lease the Trustee may, without obligation to inquire into the validity thereof,
pay such tax, assessment, or other charge, but without prejudice to the rights of the Trustee arising under
the Indenture in consequence of such default, and the amount of every payment so made at any time by
the Trustee, with interest thereon at the highest rate of interest of any of the Bonds when sold, whether or
not then outstanding, from the date of payment, will constitute an additional indebtedness of the Authority
secured by the lien of the Indenture, prior or paramount to the lien hereunder of any of the Bonds and the
interest thereon.
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 LIT Leased
Premises might in any way be questioned. The Authority also covenants that it will faithfully observe
and comply with the terms of all applicable laws and ordinances of the State of Indiana and any political
or municipal subdivision thereof, relative to the LIT Leased Premises.
Books of Record and Account. The Authority covenants that proper books of record and
account will be kept in which full, true and correct entries will be made of all dealings or transactions of
or in relation to the properties, business and affairs of the Authority. The Authority will: (i) at least
annually, furnish to the Trustee statements in reasonable detail showing the earnings, expenses and
financial condition of the Authority; (ii) from time to time furnish the Trustee such information as to the
property of the Authority as the Trustee reasonably requests; and (iii) on or before the expiration of ninety
(90) days after the end of each calendar year, file with the Trustee a certificate stating that all taxes then
due on the LIT Leased Premises have been duly paid (unless the Authority, in good faith, contests any of
said taxes, in which event the facts concerning such contest must be set forth), that all insurance
premiums required by the terms of the Indenture to be paid by the Authority have been duly paid, and that
the Authority is in existence under Indiana law. All books, documents and vouchers relating to the
properties, business and affairs of the Authority will at all times be open to the inspection of such
accountants or other agents as the Trustee may from time to time designate.
Maintenance of Leased Premises. The Authority covenants that it will maintain the LIT Leased
Premises or caused the LIT Leased Premises to be maintained in good working conditions for the uses for
which the LIT Leased Premises are intended, and will not dispose of the LIT Leased Premises except as
permitted by the Indenture and the LIT Lease.
Incurring Indebtedness. The Authority covenants that it will not incur any indebtedness, other
than Qualified Obligations 1, 2 and 3, except (i) indebtedness permitted by the Indenture, or (ii)
indebtedness payable from income of the Authority derived from some source other than the rental
payments under the LIT Lease pledged under the Indenture, as long as any Bonds are Outstanding
thereunder.
Valid Lease; No Impairment. The Authority covenants that the LIT Lease is valid and binding
on the Authority, and that a full, true and correct copy of the LIT Lease is on file with the Trustee. The
Authority further covenants that, upon the receipt by the Trustee of the proceeds of the Bonds, it will
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forthwith proceed to acquire the LIT Leased Premises; provided, however, in accordance with the
Indenture, the City has directed the Authority and the Trustee to retain the purchase price for the LIT
Leased Premises in the 2017 Construction Account and to hold such amounts therein, for and on behalf of
the City, pending disbursement therefrom to pay costs of the Projects. The Authority agrees not to
modify the terms of the LIT Lease which would substantially impair or reduce the security of the owners
of the Bonds or agree to a reduction of the lease rental or other payments provided in the LIT Lease other
than in connection with partial or total refunding of the Bonds, except as otherwise provided in the
Indenture.
Pursuit of Remedies upon Default. The Authority covenants that, upon any default in the
payment of lease rental or other amounts as provided in the LIT Lease it will file a suit to mandate the
appropriation of sufficient funds from the sources provided in the LIT Lease and pursue any other remedy
permitted by law and necessary to collect and enforce the payment of such rentals.
Tax Matters. The Authority represents, covenants and agrees it will not take any action nor fail
to take any action with respect to any series of Bonds (including Qualified Obligation 1 and 2) that would
result in the loss of the excludability of interest on such series of Bonds from gross income for federal
income tax purposes pursuant to Section 103 of the Code. Notwithstanding any other provisions of the
Indenture, the covenants and authorizations (the “Tax Sections”) which are designed to preserve the
exclusion of interest on such series of Bonds from gross income under federal income tax law (the “Tax
Exemption”) need not be complied with if the Authority receives an opinion of nationally recognized
bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption. In addition, the
Authority may elect to issue a series of Bonds the interest on which is not excludable from gross income
for federal tax purposes (including Qualified Obligation 3), so long as such election does not adversely
affect the exclusion from gross income of interest for federal tax purposes on any other series of Bonds,
by making such election on the date of delivery of such series of Bonds. In such case, the tax covenants in
the Indenture shall not apply to such series of Bonds.
INSURANCE
Insurance. The Authority covenants that by the LIT Lease it has required the Commission to
carry combined bodily injury insurance, including accidental death, and property damage with reference
to the LIT Leased Premises in an amount not less than One Million Dollars ($1,000,000) on account of
each occurrence with one or more good and responsible insurance companies. Such public liability
insurance may be by blanket insurance policy or policies.
Beneficiaries of Insurance. The insurance policies required of the Authority by the Indenture, as
described above, will be for the benefit of, as their interests appear, the Trustee, the Authority, the
Commission and other persons having an insurable interest in the insured property as the Authority may
designate. Any proceeds under the policies relative to the property subject to the LIT Lease will be
payable to the Trustee, and the Trustee is authorized to demand, collect and receipt for and recover any
and all insurance moneys which may become due and payable under any of said policies of insurance and
to prosecute all necessary actions in the courts to recover any such insurance moneys.
Evidence of Insurance. Such insurance policies or a certificate of insurance will be maintained
by good and responsible commercial insurance companies, and shall be countersigned by an agent of the
insurer who is a resident of the State of Indiana. The public liability insurance required by the Indenture
may be by blanket insurance policy or policies or through a self-insurance program. A copy of such
policies or certificate of insurance will be deposited with the Trustee. Upon the request of the Trustee or
an original purchaser of the Bonds issued thereunder, the Authority will furnish to the Trustee or an
original purchaser of the Bonds issued thereunder a copy of each policy or certificate of insurance
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deposited with the Trustee, and, on or before May 1 of each year, the Authority will furnish to the Trustee
or an original purchaser of the Bonds issued thereunder, whichever is applicable, a schedule of all such
policies which were in force on the first day of such year. Such schedule will contain the names of the
insurers, the amounts of each policy or each certificate of insurance, the character of the risk insured.
Trustee may rely upon such policies, certificates or schedules without further inquiry.
Insurance by Trustee. If the Authority and the Commission at any time refuses, the Trustee
may, in its discretion, procure such insurance policies as are commercially available, and all moneys paid
by the Trustee for such insurance, together with interest thereon at the highest rate of interest on any of
the Bonds when sold, whether or not then outstanding, will be repaid by the Authority upon demand, and
will constitute an additional indebtedness of the Authority secured by the lien of the Indenture, prior and
paramount to the lien hereunder of said Bonds and interest thereon. The Trustee, however, will not be
obligated to effect such insurance unless fully indemnified against the expense thereof and furnished with
means therefore.
CONDEMNATION OF LEASED PREMISES
In the event all or part of the LIT Leased Premises is taken by exercise of eminent domain, the
proceeds of such condemnation award received by the Trustee or the Authority shall be applied to the
replacement or reconstruction of the condemned property by the Authority. In the event the Authority
does not commence to replace or reconstruct the LIT Leased Premises so condemned within ninety (90)
days after any such condemnation or the Authority, having commenced such replacement or
reconstruction, abandons or fails diligently to prosecute the same, the Trustee may, in its discretion, make
or complete such replacements or reconstructions; provided however the Trustee is not obligated to make
or complete such replacement or reconstructions and if the Authority instructs the Trustee not to
undertake such work because the cost exceeds the amount of the condemnation proceeds therefore, the
Trustee may not make or complete such replacements or reconstructions. In case the Authority neglects,
fails or refuses to proceed forthwith in good faith with such replacement or reconstruction of the
condemned LIT Leased Premises, and such negligence, failure or refusal continues for one hundred
twenty (120) days, the Trustee, upon receipt of the condemnation award, must (unless the Trustee
proceeds to make such replacements or reconstructions) apply such proceeds in the following manner: (i)
if the proceeds are sufficient to redeem all of the then outstanding Bonds and such Bonds are then subject
to redemption, the Trustee will apply the proceeds to the redemption of such Bonds in the manner
provided in the Indenture as if such redemption had been at the option of the Authority; (ii) if the
proceeds are not sufficient to redeem all of the then outstanding Bonds and such Bonds are then subject to
redemption, the Trustee will apply the proceeds to the partial redemption of outstanding Bonds at the
earliest possible redemption date, without premium or penalty, in the manner provided in the Indenture 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 Indenture as if such redemption had been made at the option of the Authority. See
“Events of Default and Remedies--Application of Moneys” in this appendix to the Official Statement.
If, at any time, the LIT Leased Premises are totally or substantially condemned and the amount of
condemnation money received on account thereof by the Trustee is sufficient to redeem all of the then
outstanding Bonds and such Bonds are then subject to redemption, the Authority, with the written
approval of the Commission will direct the Trustee to use said moneys for the purpose of calling for
redemption all of the Bonds outstanding at the then current redemption price.
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EVENTS OF DEFAULT AND REMEDIES
Events of Default. Each of the following events is defined as and declared to be an “event of
default” under the Indenture:
(a)Default in the payment on the due date of the interest on any Bonds;
(b)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;
(c)Default in the performance or observance of any other of the covenants or agreements of
the Authority in the Indenture or the Bonds, and the continuance thereof for a period of
sixty (60) days after written notice thereof to the Authority by the Trustee;
(d)The Authority: (1) admits in writing its inability to pay its debts generally as they
become due; (2) files a petition in bankruptcy; (3) makes an assignment for the benefit of
its creditors; or (4) 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 LIT Leased Premises or the lease
rentals due under the LIT Lease;
(e)(1) The Authority is adjudged insolvent by a court of competent jurisdiction; (2) the
Authority, on a petition in bankruptcy filed against the Authority, is adjudged a bankrupt;
or (3) 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 LIT Leased Premises or the lease rentals due
under the LIT Lease and any of the aforesaid adjudications, orders, judgments or decrees
is not vacated or set aside or stayed within sixty (60) days from the date of entry thereof;
(f)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;
(g)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;
(h)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;
(i)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 LIT Leased Premises, or the lease rentals
due under the LIT Lease and such custody or control is not terminated within one
hundred twenty (120) days from the date of assumption of such custody or control;
(j)Failure of the Authority to bring suit to mandate the Commission to pay lease rentals
provided in the LIT Lease or such other action to enforce the LIT Lease as is reasonably
requested by the Trustee, if such rental is more than sixty (60) days in default; or
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(k)The lease rental provided for in the LIT Lease is not paid within ten (10) days after it is
due.
Remedies. If default occurs with respect to the payment of principal or interest due under the
Indenture, interest shall be payable on overdue principal and overdue interest at the rate of interest set
forth in each Bond.
In case of the happening and continuance of any event of default, the Trustee may, and shall upon
the written request of the Registered Owners of at least 25% in principal amount of the Bonds then
outstanding and upon being indemnified to its reasonable satisfaction, proceed to protect and enforce its
rights and the rights of the Registered Owners of the Bonds by suit in equity or at law or in any court of
competent jurisdiction, whether for specific performance of any covenant or agreement contained in the
Indenture or in aid of any power granted in the Indenture, or for any foreclosure of or under the Indenture,
or for the enforcement of any other appropriate legal or equitable remedy.
In the case of the happening of an event of default and the filing of judicial proceedings to
enforce the rights of the Trustee or the Registered Owners of the Bonds, the Trustee may appoint a
receiver for the lease rentals under the LIT Lease pending the completion of such proceedings.
Application of Moneys. Any moneys received by the Trustee or any receiver or Bondholder
pursuant to any right or action under the 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:
(a)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;
(b)to the payment of all other expenses of the trust created by the Indenture, with interest
thereon at the highest rate of interest on any of the Bonds when sold, whether or not then
outstanding;
(c)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
(d)any surplus thereof remaining, to the Authority, its successors or assigns, or to
whomsoever may be lawfully entitled to receive the same.
Limitation of Rights. No Registered Owner or owners of any Bond have the right to institute
any proceeding in law or equity for the enforcement of the Indenture, or for the appointment of a receiver,
or for any other remedy under the Indenture, without first giving notice in writing to the Trustee of the
occurrence and continuance of an event of default as aforesaid, and unless the Registered Owners of at
least twenty-five percent (25%) in principal amount of the then outstanding Bonds have made written
request to the Trustee and have offered it reasonable opportunity either to proceed to exercise the powers
granted under the Indenture or to institute such action, suit or proceeding in its own name, and without
also having offered to the Trustee adequate security and indemnity against the cost, expenses and
liabilities to be incurred by the Trustee therein or thereby; and such notice, request and offer of indemnity
may be required by the Trustee as conditions precedent to the execution of the powers and trusts of the
Indenture or to the institution of any suit, action or proceeding at law or in equity for the enforcement
thereof, for the appointment of a receiver, or for any other remedy under the Indenture, or otherwise, in
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case of any such default as aforesaid. No one or more Registered Owners of the Bonds has any right in
any manner whatsoever to affect, disturb or prejudice the lien of the Indenture by his or their action or to
enforce any right thereunder except in the manner therein provided, and all proceedings at law or in
equity must be instituted, had and maintained in the manner therein provided, and for the equal benefit of
all Registered Owners of outstanding Bonds. However, the right of any Registered Owner of any Bond to
receive payment of the principal of and interest on such Bond on or after the respective due dates therein
expressed, or to institute suit for the recovery of any such payment on or after such respective dates, will
not be impaired or affected without the consent of such Registered Owner.
No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in
any Bond, or because of the creation of any indebtedness thereby secured, may be had against any officer,
member, employee or agent, past, present or future, of the Authority, either directly or through the
Authority, by the enforcement of any assessment or by any legal or equitable proceeding or by virtue of
any statute or otherwise.
SUPPLEMENTAL INDENTURES
The Authority and the Trustee may, without the consent of the Registered Owners of the Bonds
then outstanding, from time to time and at any time, enter into such supplemental indentures:
(a)To cure any ambiguity or formal defect or omission in the Indenture, or in any
supplemental indenture, which does not adversely affect the rights of the Registered
Owners of any Bonds; or
(b)To grant to or confer upon the Trustee, for the benefit of the Registered Owners, any
additional rights, remedies, powers, authority or security that may lawfully be granted to
or conferred upon the Registered Owners of any Bonds or the Trustee; or
(c)To subject to the lien and pledge of the Indenture additional revenues, properties or
collateral; or
(d)To modify, amend or supplement the Indenture or any indenture supplemental thereto in
such manner as to permit the qualification under the Trust Indenture Act of 1939 or any
similar federal statute hereafter in effect or to permit the qualification of the Bonds for
sale under the securities laws of the United States of America or of any of the states of
the United States of America, and, if they so determine, to add to the Indenture or any
indenture supplemental hereto such other terms, conditions and provisions as may be
permitted by the Trust Indenture Act of 1939 or similar federal statute; or
(e)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
(f)To provide for the issuance of Additional Bonds for the purpose of refunding all or a
portion of any of the Bonds outstanding under the Indenture, as provided in the
Indenture; or
(g)To amend the Indenture to permit the Authority to comply with any future federal tax law
or any covenants contained in any Supplemental Indenture with respect to compliance
with future federal tax law; or
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(h)For any other purpose which, in the judgment of the Authority and the Trustee does not
materially and adversely affect the interests of Bondholders.
In addition, the Registered Owners of not less than a majority in aggregate principal amount of
the Bonds then outstanding have the right from time to time to consent to and approve the execution by
the Authority and the Trustee of such other supplemental indentures as are deemed necessary or desirable
by the Authority for the purpose of modifying, altering, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in the Indenture or in any supplemental indenture;
provided, however, that such supplemental indenture does not permit:
(a)An extension of the maturity of the principal or interest on any Bond, without the consent
of the holder of each Bond so affected; or
(b)A reduction in the principal amount of any Bond or the rate of interest thereon, or a
change in the monetary medium in which such amounts are payable, without the consent
of the holder of each Bond so affected; or
(c)The creation of a lien upon the Trust Estate ranking prior to or on a parity with the lien
created by the Indenture, without the consent of the holders of all Bonds then
outstanding; or
(d)A preference or priority of any Bond or Bonds over any other Bond or Bonds, without the
consent of the holders of all Bonds then outstanding; or
(e)A reduction in the aggregate principal amount of the Bonds required for consent to such
supplemental indenture, without the consent of the holders of all Bonds then outstanding.
Notwithstanding the foregoing, nothing contained in the Indenture shall be construed as making
necessary the approval by the Registered Owners of the execution of any supplemental indenture or
indentures which are expressly authorized for the purposes indicated in the preceding paragraph.
Notwithstanding the foregoing, the rights and obligations of the Authority and of the Registered Owners
of the Bonds, and the terms and provisions of the Bonds and the Indenture, or any supplemental
indenture, may be modified or altered in any respect with the consent of the Authority, and the consent of
the Registered Owners of all the Bonds then outstanding.
DEFEASANCE
If, when the Bonds or any portion thereof have become due and payable in accordance with their
terms or have been duly called for redemption or irrevocable instructions to call such Bonds for
redemption have been given by the Authority to the Trustee, the whole amount of the principal and the
interest and the premium, if any, so due and payable upon all of such Bonds then outstanding is paid, or
(i) cash, or (ii) Government Obligations, which are noncallable by the issuer thereof, the principal of and
the interest on which when due without reinvestment will provide sufficient money, are held by the
Trustee (or any paying agent) for such purpose under the provisions of the Indenture, and provision is also
made for paying all Trustee’s and paying agents’ fees and expenses and other sums payable under the
Indenture by the Authority, then and in that case such Bonds shall no longer be deemed to be outstanding
under the Indenture, and in the event the foregoing applies to all Bonds, the right, title and interest of the
Trustee will thereupon cease, determine and become void. Upon any such termination of the Trustee’s
title, on demand of the Authority, the Trustee will release the Indenture and execute such documents to
evidence such release as may be reasonably required by the Authority, and will turn over to the Authority
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or to such officer, board or body as may then entitled by law to receive the same any surplus in the
Sinking Fund and in the Operation Fund created by the Indenture and all balances remaining in any other
fund or accounts other than moneys and obligations held for the redemption or payment of Bonds. In the
event money and/or Government Obligations are deposited with and held by the Trustee (or any paying
agent) as provided above, in addition to the requirements set forth in the Indenture, the Trustee will,
within 30 days, after such obligations have been deposited with it, cause a notice signed by the Trustee to
be mailed to the owners of such Bonds, setting forth (i) the date designated for the redemption of the
Bonds, (ii) a description of the obligations so held by it (iii) that the Registered Owners of such Bonds are
entitled to be paid principal and interest from such funds and income of such securities held by the
Trustee and not from the Sinking Fund or the Authority, (iv) that the Authority is released from all
liability with respect to the Bonds, and (v) in the event the redemption applies to all Bonds secured by the
Indenture, that the Indenture has been released.
If (1) cash, or (2) Government Obligations, which are noncallable by the issuer thereof, the
principal of and the interest on which when due without reinvestment will provide sufficient money, or
(3) a combination of cash and such Government Obligations, are held by the Trustee (or any paying
agent) in trust for the payment of the whole amount of the principal of and the interest upon the Bonds
under the provisions of the Indenture, and provision is made for paying all Trustee’s and paying agents’
fees and expenses related thereto and other sums payable under the Indenture by the Authority, such
Bonds shall not be deemed outstanding under the Indenture and the Registered Owners of such Bonds
shall be entitled to payment of any principal or interest from such funds and income of such obligations
held by the Trustee and not from the Sinking Fund or the Authority. The Trustee will, within 30 days
after such money and/or obligations have been deposited with it, cause a notice signed by the Trustee to
be mailed to the owners of such bonds, setting forth a description of the obligations so held by it, a
description of the Bonds payable from such deposited obligations and that the Registered Owners are
entitled to be paid principal and interest from such funds and income of such securities held by the
Trustee and not from the Sinking Fund or the Authority.
Any Bond not presented at the proper time and place for payment will be deemed to be fully paid
when due if the money necessary to discharge the principal amount thereof and all interest then accrued
and unpaid thereon is held by the Trustee or any paying agent when or before the same become due. The
Registered Owner of any such Bond is not entitled to any interest thereon after the maturity thereof nor to
any interest upon money so held by the Trustee or any paying agent.
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APPENDIX D-4
SUMMARY OF CERTAIN PROVISIONS OF THE LIT PLEDGE ORDINANCE
PLEDGE OF LOCAL INCOME TAX REVENUES TO THE LIT LEASE
Pursuant to the LIT Pledge Ordinance, the Common Council of the City (the “Common Council”)
may from time to time by ordinance identify any bond, note, warrant or other evidence of indebtedness,
any lease or any other obligation, whether issued by the City, the Commission, the Authority or any other
person (any bond, note, warrant or other evidence of indebtedness, any lease or any other obligation,
whether issued by the City, the Commission, the Authority or any other person (individually, an
“Obligation” and, collectively, the “Obligations”), as an obligation secured by the LIT Pledge Ordinance
(any Obligation so identified as an obligation secured by the LIT Pledge Ordinance, individually, a
“Secured Obligation” and, collectively, the “Secured Obligations”). Pursuant to the Council Ordinance,
the Common Council has identified the LIT Lease as an obligation secured by the LIT Pledge Ordinance.
Pursuant to Indiana Code § 36-7-14-25.5, under the terms of the LIT Pledge Ordinance, the
Common Council, on behalf of the City, pledges and assigns a portion of the City’s share of each monthly
distribution of local income tax (“LIT”) revenues received from the imposition of the county option
income tax imposed pursuant to IC 6-3.5-6 (repealed) on the adjusted gross income of Hamilton County,
Indiana, taxpayers, which now has been codified at IC 6-3.6 and reclassified as the certified shares
component of additional revenue derived from the expenditure rate tax under IC 6-3.6, as amended (each,
a “Monthly Distribution”), during each calendar year through and including the last calendar year during
which any Secured Obligation (including the LIT Lease) remain outstanding, which portion will equal the
lesser of (i) all of such Monthly Distribution or (ii) one-twelfth (1/12) of the sum of the amounts payable
under the Secured Obligations (including the LIT Lease) which amounts are payable during the twelve
(12) month period beginning on January 1 and ending on December 31 of such calendar year (such
portion of each Monthly Distribution, the “Pledged Revenues”), to pay any amounts payable under the
Secured Obligations, including the LIT Lease.
PLEDGE OF LIT REVENUES TO FUTURE OBLIGATIONS; USE OF PLEDGED REVENUES
The City may not identify any additional Obligation as an obligation secured by the LIT Pledge
Ordinance, unless:
(a) All interest, principal, rental and other amounts payable under the then
outstanding Secured Obligations due on or before such identification has been paid in
accordance with their terms; and
(b) There is delivered to or for the benefit of each obligee under each then
outstanding Secured Obligation a report or certificate prepared by an independent
certified public accountant or independent financial advisor to the effect that either: (1)
the sum of the Monthly Distributions in the calendar year immediately preceding the
calendar year in which such Obligation is so identified were not less than one hundred
twenty-five percent (125%) of the maximum interest, principal, rental or other amounts
payable under such Obligation and any other then outstanding Secured Obligations in any
future calendar year; or (2) the sum of the Monthly Distributions in the calendar year
immediately succeeding the calendar year in which such Obligation is so identified are
projected to be equal to at least one hundred twenty-five percent (125%) of the maximum
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interest, principal, rental and other amounts payable under such Obligation and any other
then outstanding Secured Obligations in any future calendar year.
The Common Council, on behalf of the City, may not pledge or assign the Pledged Revenues to
pay any amounts payable under any Obligations or for any other purpose, except to pay any amounts
payable with respect to the Secured Obligations (including the LIT Lease).
However, no provision of the LIT Pledge Ordinance prohibits the Common Council from using,
pledging or assigning any LIT Revenues, other than the Pledged Revenues, to pay any amounts payable
under any Obligation or for any other lawful purpose.
The Common Council, on behalf of the City, has previously pledged the Pledged Revenues to
other Secured Obligations, which is on a parity with the pledge thereof to the LIT Lease. See information
under the heading “SECURITIES BEING OFFERED – Q UALIFIED O BLIGATIONS OF THE C ARMEL
R EDEVELOPMENT A UTHORITY – Qualified Obligations Payable from LIT Lease Rentals – Security and
Sources of Payment” in, and Appendix B to, this Official Statement.
TAX COVENANTS OF THE CITY
The City represents, covenants and agrees it will not take any action nor fail to take any action
with respect to any series of Bonds (including Qualified Obligation 1 and 2) that would result in the loss
of the excludability of interest on such series of Bonds from gross income for federal income tax purposes
pursuant to Section 103 of the Internal Revenue Code of 1986, as amended and in effect on the date of
issuance of such Bonds.
CREATION OF CONTRACT; AMENDMENT OF ORDINANCE
The provisions of the LIT Pledge Ordinance constitute a contract by and between the City and the
obligees of the Secured Obligations, including the Authority as the obligee under the LIT Lease. After
the issuance of any Secured Obligations, the Common Council may not, except as provided below, repeal,
modify or amend the LIT Pledge Ordinance.
The Common Council may, from time to time and at any time, without the consent of or notice to
any obligees under any Secured Obligations, adopt a supplemental ordinance to modify or amend the LIT
Pledge Ordinance for any one or more of the following purposes:
(i) To cure any ambiguity or formal defect or omission in the LIT Pledge
Ordinance or in any supplemental ordinance;
(ii) To grant to or confer upon any obligees under any Secured Obligations
any additional benefits, rights, remedies, powers, authority or security that may lawfully
be granted to or conferred upon such obligees under such Secured Obligations;
(iii) To modify or amend the LIT Pledge Ordinance to permit the
qualification of any Secured Obligations for sale under the securities laws of the United
States of America or any of the states of the United States of America;
(iv) To provide for the refunding or advance refunding of any Secured
Obligations;
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(v) To procure a rating on any Secured Obligations from a nationally
recognized securities rating agency, designated in such supplemental ordinance, if such
supplemental ordinance will not materially adversely affect the interests of any obligees
under any Secured Obligations;
(vi) To make changes to reflect the identification of any Obligation as an
obligation secured by the LIT Pledge Ordinance; or
(vii) Any other purpose which, in the judgment of the Common Council, does
not materially adversely affect the interests of any obligees under any Secured
Obligations.
The Ordinance, and the rights and obligations of the City and any obligees under any Secured
Obligations, may be modified or supplemented from time to time at any time by a supplemental ordinance
adopted by the Common Council with the consent of the obligees under the Secured Obligations affected
by such modification or amendment, holding at least a majority in aggregate principal amount of such
Secured Obligations then outstanding (exclusive of Secured Obligations, if any, owned by the City);
provided, however, that no such modification or amendment may, without the express consent of all of
the obligees under the Secured Obligations affected by such modification or amendment, permit a
privilege or priority of any of such Secured Obligations over any other of such Secured Obligations, or
create a lien securing any of such Secured Obligations other than a lien ratably securing all of such
Secured Obligations, nor shall any such modification or amendment reduce the percentage of consent
required for amendment or modification of the LIT Pledge Ordinance.
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APPENDIX E
APPENDIX E
SUMMARY OF CERTAIN LEGAL DOCUMENTS RELATED
TO QUALIFIED OBLIGATION 4
The following is a summary of certain legal documents related to Qualified Obligation 4,
including summaries of certain provisions contained in the TIF Lease (as defined in this Appendix) and
the Authority TIF 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 TIF Lease and the
Authority TIF Indenture, respectively. During the period of this offering, copies of the entire TIF Lease
and Authority TIF Indenture are available without charge from H.J. Umbaugh & Associates, Certified
Public Accountants, LLP, 8365 Keystone Crossing, Suite 300, P. O. Box 40458, Indianapolis, Indiana.
E-1 Key Definitions related to Qualified Obligation 4
E-2 Summary of Certain Provisions of the TIF Lease
E-3 Summary of Certain Provisions of the Authority TIF Indenture
APPENDIX E-1
KEY DEFINITIONS RELATED TO QUALIFIED OBLIGATION 4
Unless otherwise defined in this Appendix or the context clearly indicates otherwise, the
following are definitions of certain key terms used in this Appendix. When used in this Appendix, such
key terms refer to Qualified Obligation 4 (as defined herein), which terms may also be used in the TIF
Lease and the Authority TIF Indenture. Any capitalized terms used in this Appendix and not otherwise
defined herein will have the meanings set forth in the TIF Lease and the Authority TIF Indenture.
Capitalized terms used elsewhere in the Official Statement, including other appendices hereto, shall have
the meanings ascribed thereto, which meanings may be different than the definitions of such capitalized
terms used in this Appendix.
“Additional Bonds” means Bonds issued pursuant to the terms of the Authority TIF Indenture.
“Authority” or “Carmel Redevelopment Authority” means the City of Carmel Redevelopment
Authority, a separate body corporate and politic organized and existing under Indiana Code 36-7-14.5, as
an instrumentality of the City.
“Authority TIF Indenture” or “the Indenture” means the Trust Indenture, dated as of December 1,
2017, by and between the Authority and the Trustee, authorizing and securing Qualified Obligation 4.
“Authorized Representative” means any officer of the Authority, any officer of the Commission,
the Mayor of the City, the fiscal officer of the City, the City engineer or such other officer of the
Authority, the Commission or the City or such other individual as the Authority, the Commission or the
City shall notify the Trustee in writing as being an Authorized Representative under the Indenture, with
evidence of such authority.
“Bond” or “Bonds” shall (unless the context shall otherwise require) mean any Bond or Bonds, or
all the Bonds, including Qualified Obligation 4 and any Additional Bonds as the case may be,
authenticated, delivered and Outstanding under the 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 2017C-2, to be dated December 14, 2017, issued in the original aggregate
principal amount of $16,600,000.
“Bond Bank Indenture” means the Trust Indenture, dated as of December 1, 2017, by and
between the Bond Bank and Bond Bank Trustee, authorizing and securing the Bond Bank Bonds.
“Bond Bank Trustee” means The Huntington National Bank, as trustee for the Bond Bank Bonds
pursuant to the terms of the Bond Bank Indenture.
“Business Day” means a day other than Saturday, Sunday, or day on which banking institutions
in the city in which the principal corporate trust office of the Trustee is located are required or authorized
by law to close or on which The New York Stock Exchange is closed.
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“City” means City of Carmel, Indiana, a municipal corporation under the laws of the State of
Indiana.
“Commission” means the City of Carmel Redevelopment Commission, established under Indiana
Code 36-7-14, governing body of the District.
“Council Ordinance” or “Council TIF Ordinance” shall mean Ordinance D-2370-17, As
Amended, adopted by the Common Council of the City on September 18, 2017, for the purpose of
approving the Lease and the issuance of Qualified Obligation 4.
“Credit Facility” means any letter of credit, revolving credit agreement, surety bond, reserve fund
surety policy, insurance policy or other similar credit or liquidity agreement or instrument.
“Credit Provider” means the issuer of any Credit Facility and its successor in such capacity and
their assigns. To qualify under the Indenture, the Credit Provider providing such Credit Facility shall be
either:
(i) an insurer whose long-term debt obligations are rated (at the time of issuance of
such Credit Facility) in one of the two highest Rating Categories by the Rating Agency or Rating
Agencies then rating the Bonds or the Bond Bank Bonds; or
(ii) a bank or trust company which has an outstanding, unsecured, uninsured and
unguaranteed debt issue rated (at the time of issuance of such Credit Facility) in one of the two
highest Rating Categories by the Rating Agency or Rating Agencies then rating the Bonds or the
Bond Bank Bonds.
“Debt Service Reserve Fund” means the Debt Service Reserve Fund created and established by
the Authority TIF Indenture.
“District” means the City of Carmel Redevelopment District.
“Fitch” means Fitch Ratings, or any successor thereof which qualifies as a Rating Agency under
the Indenture.
“Government Obligations” means (i) direct obligations of the United States of America or
obligations the payment of the principal of and interest on which are unconditionally guaranteed by the
United States of America, including, but not limited to, securities evidencing ownership interests in such
obligations or in specified portions thereof (which may consist of specific portions of the principal of or
interest on such obligations) and (ii) obligations of any state of the United States of America or any
political subdivision thereof, the full payment of principal of, premium, if any, and interest on which (a)
are unconditionally guaranteed or insured by the United States of America, or (b) are provided for by an
irrevocable deposit of securities described in clause (a) and are not subject to call or redemption by the
issuer thereof prior to maturity or for which irrevocable instructions to redeem have been given.
“Indenture” or “Authority TIF Indenture” means the Trust Indenture, dated as of December 1,
2017, by and between the Authority and the Trustee, authorizing and securing Qualified Obligation 4.
“Interest Payment Date” means January 15 and July 15 of each year, commencing on July 15,
2018, with respect to Qualified Obligation 4.
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“Moody’s” means Moody’s Investors Service or any successor thereof which qualifies as a
Rating Agency under the Indenture.
“Lease” or “TIF Lease” means the Lease Agreement, dated as of October 10, 2017, as amended
by the Addendum to Lease Agreement, to be dated as of December 14, 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.
“Lease Amendment Agreement” shall mean the Agreement Regarding Amendments to TIF
Leased Premises, dated as of December 1, 2017, among the City, the Authority and the Commission.
“Leased Premises” or “TIF Leased Premises” means the premises subject to the TIF Lease.
“Lessee” shall mean the Commission, or any successor or assign, as lessee under the Lease.
“Operation Fund” means the Operation Fund created and established pursuant to the Authority
TIF Indenture.
“Paying Agent” initially means 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.
“Projects” means, with respect to Qualified Obligation 4, the acquisition, design, construction,
renovation, improvement and/or equipping of the projects identified on Exhibit A to the Council
Ordinance, and all costs or expenses incurred in connection therewith. Such public infrastructure projects
will generally include: (a) the acquisition of any real property interests or right-of-way which is or will be
located in, or directly benefitting and serving, certain redevelopment and/or economic development areas
in the City in order to promote or support redevelopment and/or economic development projects and
related investments located on or near such acquired real property or right-of-way, including any site
development costs; and (b) one or more hotels and related infrastructure improvements, including any site
development costs. Notwithstanding the foregoing, no portion of the proceeds of the Bond Bank Bonds
or Qualified Obligation 4 will be used to pay the costs of any hotel or related infrastructure
improvements.
“Project Fund” means the Project Fund created and established by the Indenture.
“Qualified Investments” means those investments in: (i) Governmental Obligations; (ii) other
investments permitted by Indiana Code 5-13, as amended from time to time; (iii) money market funds
(including any money market fund for which the Trustee or any affiliate of the Trustee provides services
for a fee) the assets of which are obligations or, or guaranteed by, the United States of America and which
funds are rated at the time of purchase “Aaa” or “Am-G” (or their equivalent) or higher by S&P; (iv)
deposits constituting an obligation of a bank, as defined by the Indiana Banking Act, Indiana Code 28-2,
as amended (including deposits offered by the Trustee and its affiliates), whose outstanding unsecured
long-term issuer is rated at the time of deposit in any of the three highest Rating Categories by any Rating
Agency, and (v) U.S. Dollar denominated deposit accounts, federal funds and banker's acceptances with
domestic banks whose short term certificates of deposit are rated on the date of the purchase in any of the
three highest rating categories by any rating agency and maturing no more than 360 days after the date of
the purchase.
“Qualified Obligation 4” means the Authority’s Taxable Lease Rental Bonds, Series 2017C-2
(TIF Supported), issued in the aggregate principal amount of $16,600,000 pursuant to the Authority TIF
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Indenture. Qualified Obligation 4 is also referred to as the “2017C-2 Bonds” under the terms of the
Authority TIF Indenture.
“Rating Agency” or “Rating Agencies” means Fitch, S&P or Moody’s, according to which of
such rating agencies then rates a Bond or any Bond Bank Bonds; and provided that, if none of such rating
agencies then rates a Bond or any Bond Bank Bonds, the term “Rating Agency” or “Rating Agencies”
shall refer to any national rating agency (if any) that provides such rating.
“Rating Category” means one of the generic rating categories of the applicable Rating Agency,
without regard to any refinements or gradations of such generic rating category by numerical or other
modifier.
“Redemption Price” means, with respect to the Bonds outstanding under the Authority TIF
Indenture, the price at which the Bonds are redeemable as set forth in accordance with the terms of the
Authority TIF Indenture or any indenture supplemental thereto.
“Registered Owner” or “Registered Owners” or “Bondholder” or “holder of Bonds” or “owner of
Bonds” or any similar term means the registered owner of any Bond, including the Bond Bank, and any
purchaser of Bonds being held for resale, including the Bond Bank. Initially, Qualified Obligation 4 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 Account 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 Account Reimbursement Obligation” means any obligation to reimburse the Credit
Provider of any Reserve Account Credit Facility for any payment made under such Reserve Account
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 reserve account 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 Indenture.
“Series of Bonds” or “Bonds of a Series” or “Series” or words of similar meaning means any
Series of Bonds authorized by the Indenture or by a Supplemental Indenture.
“Sinking Fund” means the Sinking Fund created and established pursuant to the Authority TIF
Indenture.
“Special Tax Revenues” means the revenues derived the special benefits tax levied by the
Commission upon all taxable property in the District pursuant to the provisions of Indiana Code 36-7-14-
27.
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“Supplemental Indenture” means an indenture supplemental to or amendatory of the Indenture,
executed by the Authority and the Trustee in accordance with terms of the Indenture.
“TIF Lease” or “the Lease” means the Lease Agreement, dated as of October 10, 2017, as
amended by the Addendum to Lease Agreement, to be dated as of December 14, 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.
“TIF Leased Premises” or “the Leased Premises” means the premises subject to the TIF Lease.
“TIF Lease Rentals” or “Lease Rentals” means the lease rental payments payable by the
Commission under the TIF Lease.
“Trust Estate” has the meaning set forth in the preambles and granting clauses of the Authority
TIF Indenture, consisting of (i) all proceeds of all Bonds issued under the Authority TIF Indenture and
other cash and securities now or hereafter held in the funds and accounts created and established
thereunder and the investment earnings thereon and all proceeds thereof; (ii) all rights, titles and interests
of the Authority under the TIF Lease; and (iii) all other properties and moneys hereafter pledged to the
Trustee by the Authority to the extent of that pledge.
“Trustee” means The Huntington National Bank, as trustee under the Authority TIF Indenture,
and its successor or successors in trust.
“2017 Construction Account” shall mean the 2017 Construction Account of the Project Fund
established under the Authority TIF Indenture.
“2017C-2 Debt Service Reserve Agreement” means the Debt Service reserve Agreement, dated
December 14, 2017, between the Authority and the 2017C-2 Reserve Account Insurer.
“2017C-2 Reserve Account” shall mean the 2017C-2 Reserve Account created within the Debt
Service Reserve Fund under the Authority TIF Indenture.
“2017C-2 Reserve Account Credit Facility” means the Reserve Account Credit Facility provided
by the 2017C-2 Reserve Account Insurer for deposit into the Debt Service Reserve Fund to satisfy the
Reserve Requirement with respect thereto upon the issuance of the 2017C-2 Bonds. The 2017C-2
Reserve Account Credit Facility constitutes a Reserve Account Credit Facility (as such term is defined
and used in this Indenture) at the time of issuance thereof.
“2017C-2 Reserve Account Insurer” means Build America Mutual Assurance Company, or any
successor thereto or assignee thereof. The 2017C-2 Reserve Account Insurer constitutes a Credit
Provider at the time of issuance of the 2017C-2 Reserve Account Credit Facility.
“2017C-2 Reserve Requirement” shall mean $2,091,580, which amount is equal to the maximum
annual principal and interest requirements on Qualified Obligation 4.
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APPENDIX E-2
SUMMARY OF CERTAIN PROVISIONS OF THE TIF LEASE
LEASE TERM; PREMISES; AND RENTAL
Under the TIF Lease, the Authority leases to the Commission an interest in certain real estate and
certain road improvements which have been constructed thereon (collectively, the “TIF Leased
Premises”). Under the TIF Lease, the Commission agrees to pay the Authority annual lease rental in
amounts sufficient to pay the principal of and interest on the Bonds, together with administrative expenses
related to the Bonds.
At any time during the term of the TIF Lease, the TIF Leased Premises may be amended to add
additional property to the TIF Leased Premises or remove any portion of the TIF Leased Premises;
provided, however, following such amendment, the rental payable under the TIF Lease shall be based on
the value of the portion of the TIF Leased Premises which is available for use, and the rental payments
due under the TIF Lease shall be in amounts sufficient to pay when due all principal of and interest on all
outstanding Bonds, together with administrative expenses related to the Bonds.
The term of the TIF Lease will commence on the date on which the Commission begins to make
lease rental payments thereunder and will end on the day prior to a date not more than twenty (20) years
thereafter. However, the term of the TIF Lease will terminate at the earlier of (a) the exercise by the
Commission of the option to purchase the TIF Leased Premises, as described below, or (b) the payment or
defeasance of all bonds issued (i) to finance the cost of the TIF 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 TIF
Leased Premises; provided that no bonds or other obligations of the Lessor issued to finance the TIF
Leased Premises remain outstanding at the time of such payment or defeasance. The Commission may
renew the TIF Lease for a further like, or lesser, term upon the same or like conditions as established in
the TIF Lease. The Commission must exercise this option by written notice sent to the Authority and to
the other parties to the Maintenance and Use Agreements (as defined in the Lease) (at the addresses set
forth in the respective Maintenance and Use Agreements) on any rental payment date prior to expiration
of the TIF Lease.
The first lease rental payment for the TIF Leased Premises is due on the later of (i) the date the
Real Estate is acquired by the Authority, or (ii) a date to be determined at the time of the sale of Qualified
Obligation 4, but no earlier than January 1, 2018, as set forth in the addendum to lease be endorsed on the
TIF Lease by the parties thereto at the time of issuance of Qualified Obligation 4. Thereafter, rentals on
the TIF Leased Premises are payable in advance in semi-annual installments on January 1 and July 1 of
each year during the term of the TIF Lease. Rentals under the TIF Lease are to be paid by the
Commission directly to the Trustee.
The TIF Lease also provides that the Commission will pay as further rental for the TIF Leased
Premises (i) all taxes and assessments levied against or on account of the TIF Leased Premises, and (ii)
the amount necessary to restore the amount on deposit or credited to any account of the Debt Service
Reserve Fund to an amount equal to the applicable Reserve Requirement upon receiving notice from the
Trustee, pursuant to the terms of the Indenture, that the amount on deposit or credited to such account of
the Debt Service Reserve Fund is less than the applicable Reserve Requirement.
The Commission’s lease rental payments under the TIF Lease are payable solely from the
revenues derived from the special benefits tax levied by the Commission pursuant to Indiana Code 36-7-
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14-27 (the “Special Tax Revenues”); provided, however, the Commission has reserved the right to pay the
lease rental payments or any other amounts due under the Lease from any other revenues legally available
to the Commission, including, but not limited to, incremental property tax revenues received by the
Commission from one or more allocation areas in the District pursuant to Indiana Code 36-7-14-39;
provided, further, that the Commission shall be under no obligation to pay any lease rental payments or
any other amounts due under the Lease from any moneys or properties of the Commission, except the
Special Tax Revenues received by the Commission.
ABATEMENT OF RENT
The Lease provides that, in the event the TIF Leased Premises is taken under the exercise of the
power of eminent domain, so as to render it unfit, in whole or in part, for use or occupancy by the
Commission, it will then be the obligation the Authority to restore and rebuild that portion of the TIF
Leased Premises as promptly as may be done, unavoidable strikes and other causes beyond the control of
the Authority excepted; provided, however, that the Authority will not be obligated to expend on such
restoration or rebuilding more than the amount of the condemnation proceeds received by the Authority.
If any part of the TIF Leased Premises is partially or totally destroyed, or is taken under the
exercise of the power of eminent domain, so as to render it unfit, in whole or part, for use or occupancy
by the Commission, the rent will be abated for the period during which the TIF Leased Premises or such
part thereof is unfit or unavailable for use or occupancy, and the abatement will be in proportion to the
percentage of the TIF Leased Premises which is unfit or unavailable for use or occupancy.
At any time during the term of the TIF Lease the TIF Leased Premises may be amended to add
additional property to the TIF Leased Premises or remove any portion of the TIF Leased Premises;
provided, however, following such amendment, the rental payable under the TIF Lease shall be based on
the value of the portion of the TIF Leased Premises which is available for use, and the rental payments
due under the TIF Lease shall be in amounts sufficient to pay when due all principal of and interest on all
outstanding Bonds.
MAINTENANCE, ALTERATION, AND REPAIR
The Commission is responsible for operation, maintenance and repair of the TIF 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 TIF Leased Premises (the
“Maintenance and Use Agreements”). Such other parties may assume all responsibility for operation,
maintenance, repairs and alterations to the TIF Leased Premises. At the end of the term of the TIF Lease
the Commission shall deliver the TIF Leased Premises to the Authority in as good condition as at the
beginning of the term, reasonable wear and tear only excepted.
INSURANCE
During the full term of the TIF Lease the Commission will, at its own expense, maintain
combined bodily injury insurance, including accidental death, and property damage insurance with
respect to the TIF Leased Premises in an amount not less than One Million Dollars ($1,000,000) on
account of each occurrence with one or more good and responsible insurance companies. Such policies
must be for the benefit of persons having an insurable interest in the property and must be made payable
to the Authority, the Commission, and the Trustee, and such other person or persons as the Authority may
designate. If, at any time, the Commission fails to maintain the above described insurance, the Authority
may, but is not required to, obtain such insurance and the amount paid therefor will be added to the
amount of rental payable by the Commission under the TIF Lease. Another party may obtain such
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insurance policies and satisfy the requirements of the TIF Lease as long as the Commission, the Authority
and the Trustee are named as additional insureds under such policies.
At any time during the term of the TIF Lease the TIF Leased Premises may be amended to add
additional property to the TIF Leased Premises or remove any portion of the TIF Leased Premises;
provided, however, following such amendment, the rental payable under the TIF Lease shall be based on
the value of the portion of the TIF Leased Premises which is available for use, and the rental payments
due under the TIF Lease shall be in amounts sufficient to pay when due all principal of and interest on all
outstanding Bonds.
EMINENT DOMAIN
If title to or the temporary use of the TIF Leased Premises, or any part thereof, should be taken
under the exercise or the power of eminent domain by any governmental body or by any person, firm or
corporation acting under governmental authority, any net proceeds received from any award made in such
eminent domain proceedings will be paid to and held by the Trustee under the Indenture. Within ninety
(90) days from the date of entry of a final order in any eminent domain proceedings granting
condemnation, the Commission shall direct the Authority and Trustee in writing that such proceeds shall
be applied either to (i) restore the TIF Leased Premises to substantially the same condition as it existed
prior to the exercise of that power of eminent domain, or (ii) acquire, by construction or otherwise, other
improvements suitable for the Commission’s operations on the TIF Leased Premises and which are in
furtherance of the purposes of the Act (the improvements shall be deemed a part of the TIF Leased
Premises and available for use and occupancy by the Lessee without the payment of any rent other than as
provided in the Lease, to the same extent as if such other improvements were specifically described in the
Lease and demised by the Lease). Any balance of the net proceeds of the award in such eminent domain
proceedings not required to be applied for the purposes specified in subsections (i) or (ii) above shall be
deposited in the sinking fund held by the Trustee under the Indenture and applied to the repayment of the
series of Bonds secured by such Lease.
DEFAULTS
The Lease provides that, if the Commission defaults (a) in the payment of rentals or other sums
payable to the Authority under the TIF Lease or (b) in the observance of any other covenant, agreement or
condition thereof, and such default shall continue for ninety (90) days after written notice to correct the
same, then, in any or either of such events, the Authority may proceed to protect and enforce its rights by
suit or suits in equity or at law in any court of competent jurisdiction, whether for specific performance of
any covenant or agreement contained therein or for the enforcement of any other appropriate legal or
equitable remedy, or the Authority, at its option, without further notice, may terminate the estate and
interest of the Commission thereunder, and the Authority may resume possession of the TIF 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 Authority has granted the Commission the right and option to renew the TIF Lease for a
further like or lesser term upon the same or like conditions as therein contained, and applicable to the
portion of the premises for which the renewal applies, and the Commission may exercise such option by
written notice to the Authority, and to the other parties to any Maintenance and Use Agreements at the
addresses set forth in the respective Maintenance and Use Agreements (if any), given upon any rental
payment date prior to the expiration of the TIF Lease.
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OPTION TO PURCHASE
The Commission has the right and option, under the TIF Lease to purchase the TIF Leased
Premises, or any portion thereof, on any date upon 60 days’ written notice to the Authority, at a price
which is equal to the amount required to enable the Authority to pay all indebtedness incurred on account
of the TIF Leased Premises, or such portion thereof (including indebtedness incurred for the refunding of
that indebtedness), including accrued and unpaid interest to the first date on which bonds may be
redeemed and all premiums, if any, payable upon the redemption thereof. In no event, however, shall
such purchase price exceed the capital actually invested by the Authority represented by outstanding
securities or existing indebtedness, plus the cost of transferring property.
TRANSFER OF OWNERSHIP
The Lease provides that, in the event the Commission has not exercised its option to purchase the
TIF Leased Premises and has not exercised its option to renew the TIF Lease as described above, then,
upon full performance by the Commission of its obligations under the TIF Lease the TIF Leased Premises
will become the absolute property of the Commission, and the Authority will execute the proper
instruments conveying to the Commission, or to any entity (including the City and any other party to the
Maintenance and Use Agreements) designated by the Commission, all of the Authority’s right, title and
interest to the TIF Leased Premises, or such portion thereof.
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APPENDIX E-3
SUMMARY OF CERTAIN PROVISIONS OF THE AUTHORITY TIF INDENTURE
REVENUES, FUNDS AND ACCOUNTS
Creation of Funds and Accounts
The Authority creates and establishes the following Funds and Accounts to be held by the Trustee
under the Indenture:
(i)Project Fund, consisting of a 2017 Construction Account;
(ii)Sinking Fund;
(iii)Debt Service Reserve Fund, consisting of a 2017C-2 Reserve Account; and
(iv)Operation Fund.
Deposit of Net Proceeds of Bonds, Revenues and Other Receipts.
With regard to the proceeds from the sale of Qualified Obligation 4, the Authority shall be
deemed to have received an aggregate amount equal to $16,585,571.70 (which amount represents the par
amount of Qualified Obligation 4 ($16,600,000), less a net original issue discount with respect to the
Bond Bank Bonds that is allocable to Qualified Obligation 4. From the proceeds of the sale of Qualified
Obligation 4, the Authority agrees that:
(i)$486,951.00 of such amount shall be deemed to have been received by the Authority and
used for the purpose of paying the costs of issuance for Qualified Obligation 4; provided,
however, the Authority agrees that such funds will be retained by the Bond Bank and
used by the Bond Bank for the purpose of paying all or a portion of the costs of issuance
of the Bond Bank Bonds allocable to Qualified Obligation 4 (including a portion of the
underwriters’ discount with respect to the Bond Bank Bonds in the amount of
$62,250.00, and the premium for the 2017C-2 Reserve Account Credit Facility to be paid
by the underwriter for the Bond Bank Bonds directly to the 2017C-2 Reserve Account
Insurer, for and on behalf of the Authority, in the amount of $51,243.71); and
(ii)$16,098,620.70 of such amount, which represents the remainder thereof, shall be
deposited in the 2017 Construction Account of the Project Fund.
The Trustee will deposit the net proceeds of any subsequent Series of Bonds as provided in the
Supplemental Indenture for that Series of Bonds.
OPERATION OF FUNDS AND ACCOUNTS
Project Fund; 2017 Construction Account. On the date of delivery of Qualified Obligation
4, moneys in the 2017 Construction Account shall be deemed to have been transferred to and received by
the City as payment in full of the Purchase Price for the TIF Leased Premises; provided, however, the
City has directed the Authority and the Trustee to retain the purchase price for the TIF Leased Premises in
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the 2017 Construction Account and to hold such amounts therein, for and on behalf of the City, pending
disbursement therefrom in accordance with the Indenture as requested from time to time by an Authorized
Representative of the City. Upon receipt of one or more written requisitions from an Authorized
Representative of the City, the Trustee shall disburse funds held in the 2017 Construction Account to the
City or its designee for the purpose of paying the costs of acquisition and construction of the Projects,
including, but not limited to, the following items:
(1) Obligations incurred for labor and to contractors, builders and materialmen in
connection with the Projects;
(2) The payment of the purchase price and the cost of acquiring any real estate and other
property subject to the TIF Lease;
(3) Interest accruing on the Bonds during the period of construction to the extent that funds
in the Sinking Fund are insufficient;
(4) The cost of equipment, if any, for the Projects;
(5) The cost of all indemnity and surety bonds required by the Indenture, the fees and
expenses of the Trustee, the Registrar, and any Paying Agent during construction, and premiums on
insurance during construction;
(6) Expenses and fees of architects, engineers and construction managers;
(7) Any costs and expenses incurred in connection with the issuance and sale of the Bonds,
including, without limitation, attorneys’ fees and expenses, printing costs, recording and filing fees, and
costs of any municipal bond insurance; and
(8) All other incidental costs incurred in connection with the cost of the Projects.
All payments from the 2017 Construction Account shall be made by the Trustee upon
presentation of an architect’s or engineer’s certificates of work completed and materials furnished,
approved in writing by an Authorized Representative of the City, or in the case of any items not subject to
certification by the architect or engineer, then upon the presentation of an affidavit executed by an
Authorized Representative of the City, stating the character of the expenditure, the amount thereof, and to
whom due, together with the statement of the creditor as to the amount owing and the creditor’s taxpayer
identification number (if not a corporation).
The Trustee will cause to be kept and maintained adequate records pertaining to the 2017
Construction Account and all disbursements therefrom. If requested by an Authorized Representative of
the City, the Trustee shall file copies of the records pertaining to the 2017 Construction Account and all
disbursements from such fund with the Authority.
In making disbursements from the 2017 Construction Account, the Trustee may rely upon such
invoices or other appropriate documentation supporting the payments or reimbursements without further
investigation. The Trustee shall have no responsibility to see that the 2017 Construction Account is
properly applied, except as specifically provided in the Indenture.
Sinking Fund. The Trustee will deposit into the Sinking Fund from each rental payment
received by the Trustee pursuant to the TIF 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
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due on, before or within twenty (20) days after the date such rental payment becomes due. Any amounts
contained in or credited to the Sinking Fund on a Lease rental payment date shall be credited against the
rental amount then due from the Commission under the TIF Lease. Any portion of a rental payment
remaining after such deposit will be deposited by the Trustee in the Operation Fund created under the
Indenture. The Trustee will from time to time withdraw from the Sinking Fund and will deposit in a
special trust fund and make available to itself, as Trustee, or to any Paying Agent, sufficient moneys for
paying the principal of the Bonds at maturity or upon mandatory sinking fund redemption, and to pay the
interest on the Bonds as the same falls due.
Debt Service Reserve Fund; 2017C-2 Reserve Account. The Trustee will maintain the 2017C-
2 Reserve Account within the Debt Service Reserve Fund and will deposit therein an amount equal to the
Reserve Requirement at the time of delivery of Qualified Obligation 4. The Trustee will maintain the The
2017C-2 Reserve Account and disburse the funds held in the 2017C-2 Reserve Account solely for the
payment of interest on and principal of Qualified Obligation 4, and only if moneys in the Sinking Fund
are insufficient to pay principal of and interest on Qualified Obligation 4 after making all the transfers
thereto required to be made from the Operation Fund. If moneys in the 2017C-2 Reserve Account are
used to pay principal of or interest on Qualified Obligation 4, the depletion of the balance in the 2017C-2
Reserve Account will be restored from rental payments under the Lease not needed for deposit into the
Sinking Fund as required by the Indenture. If moneys in the 2017C-2 Reserve Account exceed the 2017C-
2 Reserve Requirement, such excess will be transferred at least semiannually to the Sinking Fund.
Notwithstanding the foregoing, the Authority may satisfy the 2017C-2 Reserve Requirement at
any time by purchasing a Reserve Account Credit Facility and causing such instrument to be deposited
into the 2017C-2 Reserve Account for the benefit of the holders of Qualified Obligation 4. If such
deposit causes the 2017C-2 Reserve Account balance to be equal to the 2017C-2 Reserve Requirement,
moneys in the 2017C-2 Reserve Account which cause its balance to be in excess of the 2017C-2 Reserve
Requirement will be moved in accordance with the Indenture, subject to the satisfaction of any Reserve
Account Reimbursement Obligations from such excess as provided below. If a disbursement is made
pursuant to a Reserve Account Credit Facility, the Authority shall be obligated (but solely from the Trust
Estate), within twelve (12) months from the date on which such disbursement was made, to cure such
deficiency, by (i) reinstating the maximum limits of such Reserve Account Credit Facility or (ii)
depositing cash into the 2017C-2 Reserve Account, or a combination of such alternatives, so that the
balance of the 2017C-2 Reserve Account equals the Reserve Requirement. The Trustee will include in
the total amount held in or credited to the 2017C-2 Reserve Account an amount equal to the maximum
principal amount which could be drawn by the Trustee under any such Reserve Account Credit Facility
then on deposit with the Trustee. Amounts required to be deposited in the 2017C-2 Reserve Account will
include any amount required to satisfy a Reserve Account Reimbursement Obligation for any Reserve
Account Credit Facility. The Trustee is authorized to move the amounts to satisfy any Reserve Account
Reimbursement Obligation to any Credit Provider with respect to any Reserve Account Credit Facility.
In the event that the amount on deposit in the 2017C-2 Reserve Account is less than the 2017C-2
Reserve Requirement, the Trustee will give notice to the Authority and the Commission of such
deficiency, and the Authority will cause the Commission to take all steps necessary to levy and collect the
special benefits tax in an amount necessary to provide sufficient Special Tax Revenues in order to pay the
Additional Rentals (as defined under the Lease) required to (i) restore the amount on deposit or credited
to the 2017C-2 Reserve Account to the 2017C-2 Reserve Requirement, and (ii) pay any Reserve Account
Reimbursement Obligation that is due, or will become due pending the collection of the Special Tax
Revenues, and owing to any Credit Provider.
If the moneys in the 2017C-2 Reserve Account exceed the 2017C-2 Reserve Requirement, the
Trustee will move the cash or Qualified Investments, in excess of that needed for amount therein to be
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equal to the 2017C-2 Reserve Requirement, from the 2017C-2 Reserve Account to the Sinking Fund or
the Operation Fund, as directed by the Authority.
The Trustee will draw first on cash or Qualified Investments on deposit in the 2017C-2 Reserve
Account and then on the Reserve Account Credit Facility or Facilities, if any, in accordance with the
terms thereof.
Notwithstanding the foregoing, for so long as (i) the 2017C-2 Reserve Account Credit Facility
remains in full force and effect, and (ii) the long-term debt obligations of the 2017C-2 Reserve Account
Insurer are rated in one of the two highest rating categories by a rating agency then rating Qualified
Obligation 4 or the Bond Bank Bonds; the prior written consent of the 2017C-2 Reserve Account Insurer
will be a condition precedent to the deposit of any Reserve Account Credit Facility (other than the 2017C-
2 Reserve Account Credit Facility) provided in lieu of a cash deposit into the Debt Service Reserve Fund.
Notwithstanding anything to the contrary set forth in this Indenture, amounts on deposit in the Debt
Service Reserve Fund will be applied solely to the payment of debt service on Qualified Obligation 4.
Notwithstanding the foregoing, for so long as the 2017C-2 Reserve Account Credit Facility
remains in full force and effect, the following provisions will apply:
(1) The Authority will repay any draws under the 2017C-2 Reserve Account Credit
Facility and pay all related reasonable expenses incurred by the 2017C-2 Reserve Account Insurer.
Interest will accrue and be payable on such draws and expenses from the date of payment by the 2017C-2
Reserve Account Insurer at the Late Payment Rate. “Late Payment Rate” means the lesser of: (a) the
greater of: (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase
Bank, N.A. (“Chase”) at its principal office in the City of New York, as its prime or base lending rate
(“Prime Rate”) (any change in such Prime Rate to be effective on the date such change is announced by
Chase) plus 5%; and (ii) the then applicable highest rate of interest on Qualified Obligation 4; and (b) the
maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late
Payment Rate will be computed on the basis of the actual number of days elapsed over a year of 360 days.
In the event Chase ceases to announce its Prime Rate publicly, Prime Rate will be the publicly announced
prime or base lending rate of such national bank as the 2017C-2 Reserve Account Insurer shall specify.
Repayment of draws and payment of expenses and accrued interest thereon at the Late
Payment Rate (collectively, “Policy Costs”) will commence in the first month following each draw, and
each such monthly payment will be in an amount at least equal to 1/12 of the aggregate of Policy Costs
related to such draw.
Amounts in respect of Policy Costs paid to the 2017C-2 Reserve Account Insurer will be
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 2017C-2 Reserve Account Insurer on account of principal due, the coverage
under the 2017C-2 Reserve Account Credit Facility will be increased by a like amount, subject to the
terms of the 2017C-2 Reserve Account Credit Facility.
All cash and investments in the Debt Service Reserve Fund allocated to Qualified
Obligation 4 will be transferred to the Sinking Fund for payment of debt service on Qualified Obligation
4 before any drawing may be made on the 2017C-2 Reserve Account Credit Facility or any other Credit
Facility credited to the Debt Service Reserve Fund in lieu of cash. Payment of any Policy Costs will be
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 2017C-2 Reserve Account Credit Facility will be
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 2017C-2 Reserve
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Account Credit Facility) on which there is Available Coverage will be made on a pro rata basis
(calculated by reference to the coverage then available thereunder) after applying all available cash and
investments in the Debt Service Reserve Fund. Payment of Policy Costs and reimbursement of amounts
with respect to other Credit Facilities will be made on a pro rata basis prior to replenishment of any cash
drawn from the Debt Service Reserve Fund. “Available Coverage” means the coverage then available for
disbursement pursuant to the terms of the applicable alternative Reserve Account Credit Facilities without
regard to the legal or financial ability or willingness of the Credit Providers of such instruments to honor
a claim or draw thereon or the failure of such provider to honor any such claim or draw.
(2) If the Authority fails to pay any Policy Costs in accordance with the requirements
of clause (1) above, the 2017C-2 Reserve Account Insurer will be entitled to exercise any and all legal
and equitable remedies available to it, including those provided hereunder, other than: (i) acceleration of
the maturity of Qualified Obligation 4; or (ii) remedies which would adversely affect owners of Qualified
Obligation 4.
(3) The Indenture will not be discharged until all Policy Costs owing to the 2017C-2
Reserve Account Insurer have been paid in full. The Authority’s obligation to pay such amounts will
expressly survive payment in full of Qualified Obligation 4.
(4) In order to secure the Authority’s payment obligations with respect to the Policy
Costs, there is hereby granted and perfected, in favor of the 2017C-2 Reserve Account Insurer, a security
interest (subordinate only to that of the owners of Qualified Obligation 4) in the Trust Estate.
(5) The Trustee will ascertain the necessity for a claim upon the 2017C-2 Reserve
Account Credit Facility and to provide notice to the 2017C-2 Reserve Account Insurer in accordance with
the terms of the 2017C-2 Reserve Account Credit Facility at least five (5) business days prior to each date
upon which interest or principal is due on Qualified Obligation 4.
Operation Fund. The Operation Fund will be used only to pay necessary and incidental
expenses of the Authority (e.g. Trustee’s fees, required audits, attorney’s fees, appraisals, meetings,
reports), the payment of any rebate to the United States government, the payment of principal of and
interest on the Bonds upon redemption or the purchase price of Bonds purchased, and if the amount in the
Sinking Fund at any time is less than the required amount, the Trustee will transfer funds from the
Operation Fund to the Sinking Fund in an amount sufficient to raise the amount in the Sinking Fund to the
required amount. Incidental expenses will be paid by the Trustee upon the presentation of an affidavit
executed by any two Authorized Representatives of the Authority stating the character of the expenditure,
the amount thereof and to whom due, together with the statement of the creditor as to the amount owing,
except for the payment of Trustee’s fees which require no affidavit from the Authority.
Notwithstanding anything in the Indenture to the contrary, upon receipt by the Trustee of a
Request for Release of Funds (as defined below), the Trustee will as soon thereafter as practical release to
the Authority funds in the Operation Fund in accordance with such Request. For these purposes, a
“Request for Release of Funds” means a written request made by the Authority which (i) is signed by two
Authorized Representatives of the Authority, (ii) sets forth the amount requested to be released from the
Operation Fund to the Authority, and (iii) includes a statement, accompanied by supporting schedules
prepared by an accountant or firm of accountants which verify the statement, that the balance to be held in
the Operation Fund immediately after such amount is released to the Authority are expected to be
sufficient to meet the known and anticipated payments and transfers to be satisfied from the Operation
Fund in the succeeding eighteen (18) months. The supporting schedules must identify with particularity
the anticipated sources and applications of funds. The statement and supporting schedules required by
clause (iii) above must not include anticipated investment earnings based on assumptions about
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reinvestment rates, but may include known investment earnings scheduled to be received on then current
investments, and must include any known or anticipated gain or loss from the disposition of investments.
Notwithstanding the foregoing provisions of this paragraph, the Trustee will not so release funds from the
Operation Fund to the Authority during any time that there exists an uncured or unwaived event of default
under the Indenture, or an event which with notice or lapse of time or both would become such an event
of default, or if the Trustee determines that the information set forth in the Request for Release of Funds
(including the supporting schedules) is not reasonably consistent with the books and records of the
Trustee or is otherwise not accurate or appropriate.
Investment of Funds. All funds will be invested by the Trustee in any one or more Qualified
Investments (as defined in this appendix to the Official Statement). All funds will be invested by the
Trustee as directed by the Authority in writing in such Qualified Investments, and the Trustee will
allocate and deposit interest earnings to the fund or account to which the earnings are allocable, except as
otherwise provided in the Indenture. Funds invested for the Sinking Fund and the Debt Service Reserve
Fund will mature prior to the time the funds invested will be needed for payment of principal of and
interest on the Bonds or rebate to the United States government. The Trustee is authorized to sell any
securities so acquired from time to time in order to make required payments from a particular fund or
account. The Trustee will not be liable for any losses occurring as a result of any such sale.
Redemption of Bonds. Whenever the amounts contained in the Sinking Fund and Operation
Fund are sufficient, together with any other funds deposited with the Trustee by the Authority, to redeem,
upon the next redemption date, all Bonds then outstanding, the Trustee will, upon written direction of the
Authority, apply the amounts in such funds to the redemption of the Bonds pursuant to the terms and
conditions of the Indenture.
Purchase of Bonds. At the request of the Authority, the Trustee may remove funds from the
Operation Fund to be used for the redemption of Bonds, or for the purchase of Bonds.
REDEMPTION OF BONDS
The Authority has the right, at its option, to redeem, according to the procedures provided under
the Indenture, the bonds of Qualified Obligation 4 maturing on or after January 15, 2028, in whole or in
part, in any order of maturity or maturities selected by the Authority and by lot within any maturity, on
any date not earlier than July 15, 2027, at face value, plus interest accrued to the date fixed for redemption
and without premium.
ADDITIONAL BONDS
Additional Bonds (as defined in this appendix of the Official Statement) may be issued under and
secured by the Indenture on a parity with the Bonds and any other bonds then outstanding in order to (i)
finance or refinance any acquisition or construction necessary to complete any portion of the Projects, or
(ii) refund any of the Bonds then Outstanding under the Indenture. The principal of and interest on any
Additional Bonds shall be payable on January 15 and July 15 of each year, beginning on the date
specified in the Supplemental Indenture authorizing the same. Any Additional Bonds shall be secured
by a debt service reserve account created and established within the Debt Service Reserve Fund by the
terms of 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 TIF Lease. The lease rental payments under the TIF Lease are limited as stated therein.
Upon the execution and delivery of an appropriate supplement to the Indenture, the Authority will
execute and deliver to the Trustee and the Trustee will authenticate such Additional Bonds and deliver
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them as may be directed by the Authority. Prior to the delivery of any Additional Bonds, there must be
filed with the Trustee:
(1)a copy, certified by the Secretary-Treasurer after Authority, of an amendment to the TIF
Lease, which requires the Commission to pay to the Authority fixed annual rentals in an
amount sufficient to pay the principal of and interest on such Additional Bonds;
(2)an executed counterpart of such supplemental indenture, adding to the Trust Estate all
rights, titles and interests of the Authority under such amendment to the TIF Lease;
(3)a report or a certificate prepared by an independent certified public account or an
independent financial advisor selected by the Authority supported by appropriate
calculations, stating that the Additional Bonds can be amortized, along with any other
Bonds that are then outstanding under the Indenture, from lease rental payments pursuant
to the TIF Lease, as so amended;
(4)a copy, certified by the secretary-treasurer of the Authority, of the resolution, adopted by
the Board of Directors of the Authority, authorizing the execution and delivery of such
supplemental indenture and such Additional Bonds;
(5)a request and authorization to the Trustee by an officer of the Authority to authenticate
and deliver such Additional Bonds to the purchasers therein identified upon payment to
the Trustee of the purchase price thereof plus accrued interest thereon to the date of
delivery, as specified in such request and authorization; 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 Reserve Requirement applicable to such
Series of Bonds upon the delivery of such Additional Bonds.
COVENANTS OF AUTHORITY
In the Indenture, the Authority makes certain covenants to the Trustee for the benefit of
Registered Owners of the Bonds, including the following.
Observance of Provisions Contained in and Payment of Bonds. The Authority covenants and
agrees that it will faithfully observe any and all covenants, undertakings, stipulations and provisions
contained in the Indenture and each and every Bond, and will duly and punctually pay or cause to be paid
the principal of said Bonds and the interest thereon, at the times and places, and in the manner, mentioned
in the Bonds; provided however, that the obligations of the Authority under the Indenture and the Bonds
are special and limited obligations of the Authority, payable solely from and secured exclusively by the
Trust Estate.
Payment of Taxes on Leased Premises; Payment of Taxes by Trustee. The Authority
covenants that by the TIF Lease it has required the Commission to pay the amount of all taxes and
assessments levied against the TIF Leased Premises or the receipt of rental payments under the TIF
Lease. If the Commission should at any time fail to pay any tax, assessment or other charge for which it
is responsible under the TIF Lease the Trustee may, without obligation to inquire into the validity thereof,
pay such tax, assessment, or other charge, but without prejudice to the rights of the Trustee arising under
the Indenture in consequence of such default, and the amount of every payment so made at any time by
the Trustee, with interest thereon at the highest rate of interest of any of the Bonds when sold, whether or
not then outstanding, from the date of payment, will constitute an additional indebtedness of the Authority
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secured by the lien of the Indenture, prior or paramount to the lien hereunder of any of the Bonds and the
interest thereon.
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 TIF Leased
Premises might in any way be questioned. The Authority also covenants that it will faithfully observe
and comply with the terms of all applicable laws and ordinances of the State of Indiana and any political
or municipal subdivision thereof, relative to the TIF Leased Premises.
Books of Record and Account. The Authority covenants that proper books of record and
account will be kept in which full, true and correct entries will be made of all dealings or transactions of
or in relation to the properties, business and affairs of the Authority. The Authority will: (i) at least
annually, furnish to the Trustee statements in reasonable detail showing the earnings, expenses and
financial condition of the Authority; (ii) from time to time furnish the Trustee such information as to the
property of the Authority as the Trustee reasonably requests; and (iii) on or before the expiration of ninety
(90) days after the end of each calendar year, file with the Trustee a certificate stating that all taxes then
due on the TIF Leased Premises have been duly paid (unless the Authority, in good faith, contests any of
said taxes, in which event the facts concerning such contest must be set forth), that all insurance
premiums required by the terms of the Indenture to be paid by the Authority have been duly paid, and that
the Authority is in existence under Indiana law. All books, documents and vouchers relating to the
properties, business and affairs of the Authority will at all times be open to the inspection of such
accountants or other agents as the Trustee may from time to time designate.
Maintenance of Leased Premises. The Authority covenants that it will maintain the TIF Leased
Premises or caused the TIF Leased Premises to be maintained in good working conditions for the uses for
which the TIF Leased Premises are intended, and will not dispose of the TIF Leased Premises except as
permitted by the Indenture and the TIF Lease.
Incurring Indebtedness. The Authority covenants that it will not incur any indebtedness, other
than Qualified Obligation 4, except (i) indebtedness permitted by the Indenture, or (ii) indebtedness
payable from income of the Authority derived from some source other than the rental payments under the
TIF Lease pledged under the Indenture, as long as any Bonds are Outstanding thereunder.
Valid Lease; No Impairment. The Authority covenants that the TIF Lease is valid and binding
on the Authority, and that a full, true and correct copy of the TIF Lease is on file with the Trustee. The
Authority further covenants that, upon the receipt by the Trustee of the proceeds of the Bonds, it will
forthwith proceed to acquire the TIF Leased Premises; provided, however, in accordance with the
Indenture, the City has directed the Authority and the Trustee to retain the Purchase Price for the Leased
Premises in the 2017 Construction Account and to hold such amounts therein, for and on behalf of the
City, pending disbursement therefrom to pay costs of the Projects. The Authority agrees not to modify
the terms of the TIF Lease which would substantially impair or reduce the security of the owners of the
Bonds or agree to a reduction of the lease rental or other payments provided in the TIF Lease other than in
connection with partial or total refunding of the Bonds, except as otherwise provided in the Indenture.
Pursuit of Remedies upon Default. The Authority covenants that, upon any default in the
payment of lease rental or other amounts as provided in the TIF Lease it will file a suit to mandate the
appropriation of sufficient funds from the sources provided in the TIF Lease and pursue any other remedy
permitted by law and necessary to collect and enforce the payment of such rentals.
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INSURANCE
Insurance. The Authority covenants that by the TIF Lease it has required the Commission to
carry combined bodily injury insurance, including accidental death, and property damage with reference
to the TIF Leased Premises in an amount not less than One Million Dollars ($1,000,000) on account of
each occurrence with one or more good and responsible insurance companies. Such public liability
insurance may be by blanket insurance policy or policies.
Beneficiaries of Insurance. The insurance policies required of the Authority by the Indenture, as
described above, will be for the benefit of, as their interests appear, the Trustee, the Authority, the
Commission and other persons having an insurable interest in the insured property. Any proceeds under
the policies relative to the property subject to the TIF Lease will be payable to the Trustee, and the
Trustee is authorized to demand, collect and receipt for and recover any and all insurance moneys which
may become due and payable under any of said policies of insurance and to prosecute all necessary
actions in the courts to recover any such insurance moneys.
Evidence of Insurance. Such insurance policies or a certificate of insurance will be maintained
by good and responsible commercial insurance companies, and shall be countersigned by an agent of the
insurer who is a resident of the State of Indiana. The public liability insurance required by the Indenture
may be by blanket insurance policy or policies or through a self-insurance program. A copy of such
policies or certificate of insurance will be deposited with the Trustee. Upon the request of the Trustee or
an original purchaser of the Bonds issued thereunder, the Authority will furnish to the Trustee or an
original purchaser of the Bonds issued thereunder a copy of each policy or certificate of insurance
deposited with the Trustee, and, on or before May 1 of each year, the Authority will furnish to the Trustee
or an original purchaser of the Bonds issued thereunder, whichever is applicable, a schedule of all such
policies which were in force on the first day of such year. Such schedule will contain the names of the
insurers, the amounts of each policy or each certificate of insurance, the character of the risk insured.
Trustee may rely upon such policies, certificates or schedules without further inquiry.
Insurance by Trustee. If the Authority or the Commission at any time refuses, the Trustee may,
in its discretion, procure such insurance policies as are commercially available, and all moneys paid by
the Trustee for such insurance, together with interest thereon at the highest rate of interest on any of the
Bonds when sold, whether or not then outstanding, will be repaid by the Authority upon demand, and will
constitute an additional indebtedness of the Authority secured by the lien of the Indenture, prior and
paramount to the lien hereunder of said Bonds and interest thereon. The Trustee, however, will not be
obligated to effect such insurance unless fully indemnified against the expense thereof and furnished with
means therefore.
CONDEMNATION OF TIF LEASED PREMISES
In the event all or part of the TIF Leased Premises is taken by exercise of eminent domain, the
proceeds of such condemnation award received by the Trustee or the Authority shall be applied to the
replacement or reconstruction of the condemned property by the Authority. In the event the Authority
does not commence to replace or reconstruct the TIF Leased Premises so condemned within ninety (90)
days after any such condemnation or the Authority, having commenced such replacement or
reconstruction, abandons or fails diligently to prosecute the same, the Trustee may, in its discretion, make
or complete such replacements or reconstructions; provided however the Trustee is not obligated to make
or complete such replacement or reconstructions and if the Authority instructs the Trustee not to
undertake such work because the cost exceeds the amount of the condemnation proceeds therefore, the
Trustee may not make or complete such replacements or reconstructions. In case the Authority neglects,
fails or refuses to proceed forthwith in good faith with such replacement or reconstruction of the
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condemned TIF Leased Premises, and such negligence, failure or refusal continues for one hundred
twenty (120) days, the Trustee, upon receipt of the condemnation award, must (unless the Trustee
proceeds to make such replacements or reconstructions) apply such proceeds in the following manner: (i)
if the proceeds are sufficient to redeem all of the then outstanding Bonds and such Bonds are then subject
to redemption, the Trustee will apply the proceeds to the redemption of such Bonds in the manner
provided in the Indenture as if such redemption had been at the option of the Authority; (ii) if the
proceeds are not sufficient to redeem all of the then outstanding Bonds and such Bonds are then subject to
redemption, the Trustee will apply the proceeds to the partial redemption of outstanding Bonds at the
earliest possible redemption date, without premium or penalty, in the manner provided in the Indenture 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 Indenture as if such redemption had been made at the option of the Authority. See
“Events of Default and Remedies--Application of Moneys” in this appendix to the Official Statement.
If, at any time, the TIF Leased Premises are totally or substantially condemned and the amount of
condemnation money received on account thereof by the Trustee is sufficient to redeem all of the then
outstanding Bonds and such Bonds are then subject to redemption, the Authority, with the written
approval of the Commission will direct the Trustee to use said moneys for the purpose of calling for
redemption all of the Bonds outstanding at the then current redemption price.
EVENTS OF DEFAULT AND REMEDIES
Events of Default. Each of the following events is defined as and declared to be an “event of
default” under the Indenture:
(a)Default in the payment on the due date of the interest on any Bonds;
(b)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;
(c)Default in the performance or observance of any other of the covenants or agreements of
the Authority in the Indenture or the Bonds, and the continuance thereof for a period of
sixty (60) days after written notice thereof to the Authority by the Trustee;
(d)The Authority: (1) admits in writing its inability to pay its debts generally as they
become due; (2) files a petition in bankruptcy; (3) makes an assignment for the benefit of
its creditors; or (4) 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 TIF Leased Premises or the lease
rentals due under the TIF Lease;
(e)(1) The Authority is adjudged insolvent by a court of competent jurisdiction; (2) the
Authority, on a petition in bankruptcy filed against the Authority, is adjudged a bankrupt;
or (3) 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 TIF Leased Premises or the lease rentals due
under the TIF Lease and any of the aforesaid adjudications, orders, judgments or decrees
is not vacated or set aside or stayed within sixty (60) days from the date of entry thereof;
(f)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,
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attachment or court process is not discharged or effectually secured within sixty (60)
days;
(g)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;
(h)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;
(i)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 TIF Leased Premises, or the lease rentals
due under the TIF Lease and such custody or control is not terminated within one
hundred twenty (120) days from the date of assumption of such custody or control;
(j)Failure of the Authority to bring suit to mandate the Commission to pay lease rentals
provided in the TIF Lease or such other action to enforce the TIF Lease as is reasonably
requested by the Trustee, if such rental is more than sixty (60) days in default; or
(k)The lease rental provided for in the TIF Lease is not paid within ten (10) days after it is
due.
Remedies. If default occurs with respect to the payment of principal or interest due under the
Indenture, interest shall be payable on overdue principal and overdue interest at the rate of interest set
forth in each Bond.
In case of the happening and continuance of any event of default, the Trustee may, and shall upon
the written request of the Registered Owners of at least 25% in principal amount of the Bonds then
outstanding and upon being indemnified to its reasonable satisfaction, proceed to protect and enforce its
rights and the rights of the Registered Owners of the Bonds by suit in equity or at law or in any court of
competent jurisdiction, whether for specific performance of any covenant or agreement contained in the
Indenture or in aid of any power granted in the Indenture, or for any foreclosure of or under the Indenture,
or for the enforcement of any other appropriate legal or equitable remedy.
In the case of the happening of an event of default and the filing of judicial proceedings to
enforce the rights of the Trustee or the Registered Owners of the Bonds, the Trustee may appoint a
receiver for the lease rentals under the TIF Lease pending the completion of such proceedings.
Application of Moneys. Any moneys received by the Trustee or any receiver or Bondholder
pursuant to any right or action under the 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:
(a)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;
(b)to the payment of all other expenses of the trust created by the Indenture, with interest
thereon at the highest rate of interest on any of the Bonds when sold, whether or not then
outstanding;
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(c)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
(d)any surplus thereof remaining, to the Authority, its successors or assigns, or to
whomsoever may be lawfully entitled to receive the same.
Limitation of Rights. No Registered Owner or owners of any Bond have the right to institute
any proceeding in law or equity for the enforcement of the Indenture, or for the appointment of a receiver,
or for any other remedy under the Indenture, without first giving notice in writing to the Trustee of the
occurrence and continuance of an event of default as aforesaid, and unless the Registered Owners of at
least 25% in principal amount of the then outstanding Bonds have made written request to the Trustee and
have offered it reasonable opportunity either to proceed to exercise the powers granted under the
Indenture or to institute such action, suit or proceeding in its own name, and without also having offered
to the Trustee adequate security and indemnity against the cost, expenses and liabilities to be incurred by
the Trustee therein or thereby; and such notice, request and offer of indemnity may be required by the
Trustee as conditions precedent to the execution of the powers and trusts of the Indenture or to the
institution of any suit, action or proceeding at law or in equity for the enforcement thereof, for the
appointment of a receiver, or for any other remedy under the Indenture, or otherwise, in case of any such
default as aforesaid. No one or more Registered Owners of the Bonds has any right in any manner
whatsoever to affect, disturb or prejudice the lien of the Indenture by his or their action or to enforce any
right thereunder except in the manner therein provided, and all proceedings at law or in equity must be
instituted, had and maintained in the manner therein provided, and for the equal benefit of all Registered
Owners of outstanding Bonds. However, the right of any Registered Owner of any Bond to receive
payment of the principal of and interest on such Bond on or after the respective due dates therein
expressed, or to institute suit for the recovery of any such payment on or after such respective dates, will
not be impaired or affected without the consent of such Registered Owner.
No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in
any Bond, or because of the creation of any indebtedness thereby secured, may be had against any officer,
member, employee or agent, past, present or future, of the Authority, either directly or through the
Authority, by the enforcement of any assessment or by any legal or equitable proceeding or by virtue of
any statute or otherwise.
SUPPLEMENTAL INDENTURES
The Authority and the Trustee may, without the consent of the Registered Owners of the Bonds
then outstanding, from time to time and at any time, enter into such supplemental indentures:
(a)To cure any ambiguity or formal defect or omission in the Indenture, or in any
supplemental indenture, which does not adversely affect the rights of the Registered
Owners of any Bonds; or
(b)To grant to or confer upon the Trustee, for the benefit of the Registered Owners, any
additional rights, remedies, powers, authority or security that may lawfully be granted to
or conferred upon the Registered Owners of any Bonds or the Trustee; or
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(c)To subject to the lien and pledge of the Indenture additional revenues, properties or
collateral; or
(d)To modify, amend or supplement the Indenture or any indenture supplemental thereto in
such manner as to permit the qualification under the Trust Indenture Act of 1939 or any
similar federal statute hereafter in effect or to permit the qualification of the Bonds for
sale under the securities laws of the United States of America or of any of the states of
the United States of America, and, if they so determine, to add to the Indenture or any
indenture supplemental hereto such other terms, conditions and provisions as may be
permitted by the Trust Indenture Act of 1939 or similar federal statute; or
(e)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
(f)To provide for the issuance of Additional Bonds for the purpose of refunding all or a
portion of any of the Bonds outstanding under the Indenture, as provided in the
Indenture; or
(g)To amend the Indenture to permit the Authority to comply with any future federal tax law
or any covenants contained in any Supplemental Indenture with respect to compliance
with future federal tax law; or
(h)For any other purpose which, in the judgment of the Authority and the Trustee does not
materially and adversely affect the interests of Bondholders.
In addition, the Registered Owners of not less than a majority in aggregate principal amount of
the Bonds then outstanding have the right from time to time to consent to and approve the execution by
the Authority and the Trustee of such other supplemental indentures as are deemed necessary or desirable
by the Authority for the purpose of modifying, altering, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in the Indenture or in any supplemental indenture;
provided, however, that such supplemental indenture does not affect:
(i)An extension of the maturity of the principal or interest on any Bond,without the 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, or a
change in the monetary medium in which such amounts are payable, without the consent
of the holder of each Bond so affected; or
(iii)The creation of a lien upon the Trust Estate ranking prior to or on a parity with the lien
created by the Indenture, without the consent of the holders of all Bonds then
outstanding; or
(iv)A preference or priority of any Bond or Bonds over any other Bond or Bonds, hout the
consent of the holders of all Bonds then outstanding; or
(v)A reduction in the aggregate principal amount of the Bonds required for consent to such
supplemental indenture, without the consent of the holders of all Bonds then outstanding.
Notwithstanding the foregoing, nothing contained in the Indenture shall be construed as making
necessary the approval by the Registered Owners of the execution of any supplemental indenture or
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indentures which are expressly authorized for the purposes indicated in the preceding paragraph.
Notwithstanding the foregoing, the rights and obligations of the Authority and of the Registered Owners
of the Bonds, and the terms and provisions of the Bonds and the Indenture, or any supplemental
indenture, may be modified or altered in any respect with the consent of the Authority, and the consent of
the Registered Owners of all the Bonds then outstanding.
DEFEASANCE
If, when the Bonds or any portion thereof have become due and payable in accordance with their
terms or have been duly called for redemption or irrevocable instructions to call such Bonds for
redemption have been given by the Authority to the Trustee, the whole amount of the principal and the
interest and the premium, if any, so due and payable upon all of such Bonds then outstanding is paid, or
(i) cash, or (ii) Government Obligations, which are noncallable by the issuer thereof, the principal of and
the interest on which when due without reinvestment will provide sufficient money, are held by the
Trustee (or any paying agent) for such purpose under the provisions of the Indenture, and provision is also
made for paying all Trustee’s and paying agents’ fees and expenses and other sums payable under the
Indenture by the Authority, then and in that case such Bonds shall no longer be deemed to be outstanding
under the Indenture, and in the event the foregoing applies to all Bonds, the right, title and interest of the
Trustee will thereupon cease, determine and become void. Upon any such termination of the Trustee’s
title, on demand of the Authority, the Trustee will release the Indenture and execute such documents to
evidence such release as may be reasonably required by the Authority, and will turn over to the Authority
or to such officer, board or body as may then entitled by law to receive the same any surplus in the
Sinking Fund and in the Operation Fund created by the Indenture and all balances remaining in any other
fund or accounts other than moneys and obligations held for the redemption or payment of Bonds. In the
event money and/or Government Obligations are deposited with and held by the Trustee (or any paying
agent) as provided above, in addition to the requirements set forth in the Indenture, the Trustee will,
within 30 days, after such obligations have been deposited with it, cause a notice signed by the Trustee to
be mailed to the owners of such Bonds, setting forth (i) the date designated for the redemption of the
Bonds, (ii) a description of the obligations so held by it (iii) that the Registered Owners of such Bonds are
entitled to be paid principal and interest from such funds and income of such securities held by the
Trustee and not from the Sinking Fund or the Authority, (iv) that the Authority is released from all
liability with respect to the Bonds, and (v) in the event the redemption applies to all Bonds secured by the
Indenture, that the Indenture has been released.
If (1) cash, or (2) Government Obligations, which are noncallable by the issuer thereof, the
principal of and the interest on which when due without reinvestment will provide sufficient money, or
(3) a combination of cash and such Government Obligations, are held by the Trustee (or any paying
agent) in trust for the payment of the whole amount of the principal of and the interest upon the Bonds
under the provisions of the Indenture, and provision is made for paying all Trustee’s and paying agents’
fees and expenses related thereto and other sums payable under the Indenture by the Authority, such
Bonds shall not be deemed outstanding under the Indenture and the Registered Owners of such Bonds
shall be entitled to payment of any principal or interest from such funds and income of such obligations
held by the Trustee and not from the Sinking Fund or the Authority. The Trustee will, within 30 days
after such money and/or obligations have been deposited with it, cause a notice signed by the Trustee to
be mailed to the owners of such bonds, setting forth a description of the obligations so held by it, a
description of the Bonds payable from such deposited obligations and that the Registered Owners are
entitled to be paid principal and interest from such funds and income of such securities held by the
Trustee and not from the Sinking Fund or the Authority.
Any Bond not presented at the proper time and place for payment will be deemed to be fully paid
when due if the money necessary to discharge the principal amount thereof and all interest then accrued
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and unpaid thereon is held by the Trustee or any paying agent when or before the same become due. The
Registered Owner of any such Bond is not entitled to any interest thereon after the maturity thereof nor to
any interest upon money so held by the Trustee or any paying agent.
DMS 11048317v1
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APPENDIX F
APPENDIX F
FORM OF OPINION OF BOND COUNSEL
Upon the delivery of the Bonds, Barnes & Thornburg LLP, Indianapolis, Indiana, as bond counsel
to the Bond Bank, proposes to deliver an opinion in substantially the following form:
December 14, 2017
The City of Carmel Local Public
Improvement Bond Bank
Carmel, Indiana
Re: The City of Carmel Local Public Improvement Bond Bank Special Program Bonds,
Series 2017B-1, Special Program Bonds, Series 2017B-2, Taxable Special Program
Bonds, Series 2017C-1 and Taxable Special Program Bonds, Series 2017C-2
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 Special Program Bonds, Series 2017B-1, dated
the date hereof, in the aggregate principal amount of $32,495,000 (the “2017B-1 Bonds”), its Special
Program Bonds, Series 2017B-2, dated the date hereof, in the aggregate principal amount of $24,000,000
(the “2017B-2 Bonds”), its Taxable Special Program Bonds, Series 2017C-1, dated the date hereof, in the
aggregate principal amount of $815,000 (the “2017C-1 Bonds”) and its Taxable Special Program Bonds,
Series 2017C-2, dated the date hereof, in the aggregate principal amount of $16,600,000 (the “2017C-2
Bonds” and, together with the 2017B-1 Bonds, the 2017B-2 Bonds and the 2017C-1 Bonds, the “Bonds”),
pursuant to: (a) Indiana Code 5-1.4, as amended; (b) a resolution adopted by the Board of Directors of the
Issuer on October 30, 2017; and (c) a Trust Indenture, dated as of December 1, 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,
the City of Carmel, Indiana (the “City”), the City of Carmel Redevelopment Commission (the
“Commission”), the City of Carmel Redevelopment Authority (the “Authority”) and others, including,
without limitation, certifications contained in the tax and arbitrage certificates of the Issuer and the
Authority, each dated the date hereof, without undertaking to verify the same by independent investigation.
We have relied upon the reports of H.J. Umbaugh & Associates, Certified Public Accountants,
Indianapolis, Indiana, independent certified public accountants, dated the date hereof, as to the matters
stated therein.
The City of Carmel Local Public
Improvement Bond Bank
December 14, 2017
Based on the foregoing, we are of the opinion that, under existing law:
1.The Issuer is a body corporate and politic, validly existing under the laws of the State of
Indiana (the “State”), with the corporate power to enter into the Indenture and perform its obligations
thereunder and to issue the Bonds.
2.The Bonds have been duly authorized, executed and delivered by the Issuer, and are valid
and binding special and limited obligations of the Issuer, enforceable in accordance with their terms. The
Bonds are payable solely from the Trust Estate (as defined in the Indenture).
3.The Indenture has been duly authorized, executed and delivered by the Issuer, and is a
valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms.
4.Under Section 103 of the Internal Revenue Code of 1986, as amended and in effect on this
date (the “Code”), the interest on the 2017B-1 Bonds and the 2017B-2 Bonds is excludable from gross
income for federal income tax purposes. The opinion set forth in this paragraph is subject to the condition
that the Issuer, the City, Commission and the Authority comply with all requirements of the Code that must
be satisfied subsequent to the issuance of the 2017B-1 Bonds and the 2017B-2 Bonds in order that interest
thereon be, or continue to be, excludable from gross income for federal income tax purposes. The Issuer,
the City, the Commission and the Authority have covenanted or represented that they will comply with
such requirements. Failure to comply with certain of such requirements may cause interest on the 2017B-1
Bonds and the 2017B-2 Bonds to be included in gross income for federal income tax purposes retroactively
to the date of issuance of the 2017B-1 Bonds and the 2017B-2 Bonds.
5.The interest on the 2017B-1 Bonds and the 2017B-2 Bonds is not an item of tax preference
for purposes of the federal alternative minimum tax imposed on individuals and corporations; however,
such interest is taken into account in determining adjusted current earnings for the purposes of computing
the alternative minimum tax imposed on certain corporations.
6.Interest on the Bonds is exempt from income taxation in the State for all purposes, except
the State financial institutions tax.
We express no opinion herein as to the accuracy, completeness or sufficiency of the Official
Statement, dated November 15, 2017, or any other offering material relating to the Bonds.
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, that in our opinion
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The City of Carmel Local Public
Improvement Bond Bank
December 14, 2017
the unenforceability of those provisions would not, subject to the other qualifications set forth herein, affect
the validity of such document or instrument or prevent the practical realization of the benefits thereof.
This opinion is given only as of the date hereof, and we assume no obligation to revise or
supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or
any changes in law that may hereafter occur.
Very truly yours,
DMS 11046061v3
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APPENDIX G
CONTINUING DISCLOSURE UNDERTAKING AGREEMENT
This Continuing Disclosure Undertaking Agreement (this "Agreement") is made this 14th
day of December, 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 Special Program Bonds, Series 2017B-1, in the original aggregate principal amount of
$32,495,000, its Taxable Special Program Bonds, Series 2017C-1, in the original aggregate
principal amount of $815,000, and its Taxable Special Program Bonds, Series 2017C-2, in the
original aggregate principal amount of $16,600,000 (collectively, the "Bonds"), pursuant to a
Trust Indenture, dated as of December 1, 2017 (the "Indenture"), by and between the Issuer and
The Huntington National Bank, as trustee; and
WHEREAS, J.J.B. Hilliard, W.L. Lyons, LLC (the "Representative") and the other
underwriters in the underwriting group with respect to the Bonds (collectively, the
"Underwriters") are, in connection with an offering of the Bonds directly or indirectly by or on
behalf of the Issuer, purchasing the Bonds from the Issuer and selling the Bonds to certain
purchasers, pursuant to a Bond Purchase Agreement, dated November 15, 2017, among the
Issuer, the City, acting on behalf of itself and the Qualified Entity (as defined in the Indenture),
and the Representative; and
WHEREAS, Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the
"Act"), provides that, except as otherwise provided in the Rule, a Participating Underwriter (as
defined in the Rule) shall not purchase or sell municipal securities in connection with an
Offering (as defined in the Rule) unless the Participating Underwriter has reasonably determined
that an issuer of municipal securities (as defined in the Rule) or an obligated person (as defined
in the Rule) for whom financial or operating data is presented in the final official statement (as
defined in the Rule) has undertaken, either individually or in combination with other issuers of
such municipal securities or obligated persons, in a written agreement or contract for the benefit
of holders of such securities, to provide certain information; and
WHEREAS, the City desires to enter into this Agreement in order to assist the
Underwriters in complying with paragraph (b)(5) of the Rule; and
WHEREAS, any registered owner or holder of any Bond shall, by its payment for and
acceptance of such Bond, accept and assent to this Agreement and the exchange of (i) such
payment and acceptance for (ii) the promises of the City contained herein;
NOW, THEREFORE, in consideration of the Underwriters' and any Promisee's payment
for and acceptance of any Bonds, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the 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 City a 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
November 15, 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.
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Section 2.Term. The term of this Agreement shall commence on the date of delivery
of the Bonds by the Issuer to the Underwriters and shall expire on the earlier of (a) the date of
payment in full of principal of and premium, if any, and interest on the Bonds, whether upon
scheduled maturity, redemption or otherwise, or (b) the date of defeasance of the Bonds in
accordance with the terms of the Indenture.
Section 3.Obligated Person. The 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 itself, the Redevelopment Commission and the Redevelopment
Authority; 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)When and if available, the 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 Fiscal Year of the City, beginning with the
Fiscal Year ending December 31, 2017, together with the opinion of such
accountants and all notes thereto, within sixty (60) days of receipt from the
Indiana State Board of Accounts;
(ii)Within one hundred eighty (180) days after the close of each Fiscal
Year of the City, beginning with the Fiscal Year ending December 31, 2017,
unaudited annual financial information for the City for such Fiscal Year including
(A) unaudited financial statements of the City if audited financial statements are
not then available and (B) operating data (excluding any demographic information
or forecast) of the City of the type provided under the following headings in
Appendix A or Appendix B of the Final Official Statement, as applicable:
APPENDIX A
-"Schedule of Historical Net Assessed Valuation;"
-"Detail of Net Assessed Valuation;"
-"Comparative Schedule of Certified Tax Rates;"
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-"Property Taxes Levied and Collected;"
-"Large Taxpayers;" and
- "Statement of Receipts and Disbursements;" and
APPENDIX B
-"Historical LIT (COIT) Receipts"
(the financial information and operating data set forth in Section
4(a)(ii) hereof, collectively, the "Annual Financial Information");
and
(iii)Within ten (10) business days after the occurrence thereof, notice
of any of the following events with respect to the Bonds, if material (which
determination of materiality shall be made by the City in accordance with the
standards established by federal securities laws):
(A)Non-payment related defaults;
(B)Modifications to rights of Bondholders;
(C)Bond calls (other than mandatory, scheduled redemptions,
not otherwise contingent upon the occurrence of an event, the terms of
which redemptions are set forth in detail in the Final Official Statement);
(D)Release, substitution or sale of property securing repayment
of the Bonds;
(E)The consummation of a merger, consolidation, or
acquisition, or certain asset sales, involving the obligated person, or entry
into or termination of a definitive agreement relating to the foregoing; and
(F)Appointment of a successor or additional trustee or the
change of name of a trustee;
(iv)Within ten (10) business days of the occurrence thereof, notice of
any of the following events with respect to the Bonds, regardless of materiality:
(A)Principal and interest payment delinquencies;
(B)Unscheduled draws on debt service reserves reflecting
financial difficulties;
(C)Unscheduled draws on credit enhancements reflecting
financial difficulties;
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(D)Substitution of credit or liquidity providers, or their failure
to perform;
(E)Adverse tax opinions or events affecting the tax-exempt
status of the security;
(F)Defeasances;
(G)Rating changes;
(H)The issuance by the IRS of proposed or final
determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to the tax
status of the security;
(I)Tender offers; and
(J)Bankruptcy, insolvency, receivership or similar events of
any Obligated Person; and
(v)In a timely manner, notice of a failure of the City to provide
required Annual Financial Information or audited financial statements, on or
before the date specified in this Agreement.
(b)Any financial information of the City provided pursuant to subsection (a)
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. Financial information provided pursuant to subsection (a)(ii) of this
Section 4 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)(ii) 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.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 City, the Redevelopment Commission and the Redevelopment
Authority no longer remain an obligated person (as defined in the Rule) with respect to the
Bonds.
Section 6.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 7.Limitation of Rights. Nothing expressed or implied in this Agreement is
intended to give, or shall give, to the Underwriters, the Securities and Exchange Commission or
any Obligated Person, or any underwriters, brokers or dealers, or any other person, other than the
City, each Promisee and each Bondholder, any legal or equitable right, remedy or claim under or
with respect to this Agreement or any rights or obligations hereunder. This Agreement and the
rights and obligations hereunder are intended to be, and shall be, for the sole and exclusive
benefit of the City, each Promisee and each Bondholder.
Section 8.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 the City 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 violation of or default under the Bonds, the
Indenture, the Series 2017 Qualified Obligations (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 the City under this Agreement shall be instituted, prosecuted
and maintained only in a court of competent jurisdiction in Hamilton County in the State.
Section 9.Annual Appropriations. This Agreement and the obligations of the City
hereunder are subject to annual appropriation by the City.
Section 10.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 11.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 EMMA of 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 City and 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 12.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 13.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 14.Performance Due on other than Business Days. If the last day for taking
any action under this Agreement is a day other than a business day, such action may be taken on
the next succeeding business day and, if so taken, shall have the same effect as if taken on the
day required by this Agreement.
Section 15.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 16.Waiver of Assent. Notice of acceptance of or other assent to this
Agreement is hereby waived.
Section 17.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 18.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 19.Successors and Assigns. All covenants and agreements in this Agreement
made by the City shall bind its successors, whether so expressed or not. No Promisee may,
without the prior written consent of the City, assign any of its rights under this Agreement to any
other person. The City may not assign any of its rights or delegate any of its obligations under
this Agreement to any other person (other than to any Dissemination Agent appointed hereunder
to assist the City), except that the City may assign any of its rights or delegate any of such
obligations to any entity (a) into which the City merges, with which the City consolidates or to
which the City transfers 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 20.Waiver. Any failure by any Promisee to institute any suit, action or other
proceeding for any breach or violation by the City of any obligation of the City under this
Agreement, within three hundred sixty (360) days after the date of such Promisee first has
knowledge of such breach or violation, shall constitute a waiver by such Promisee of such breach
or violation and, after such waiver, no remedy shall be available to such Promisee for such
breach or violation.
Section 21.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 22.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 23.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 24.Captions. The captions appearing in this Agreement are included herein
for convenience of reference only, and shall not be deemed to define, limit or extend the scope or
intent of any rights or obligations under this Agreement.
* * * * *
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IN WITNESS WHEREOF, the City of Carmel, Indiana, has caused this Agreement to be
executed on the date first above written.
CITY OF CARMEL, INDIANA
By:
James Brainard, Mayor
ATTEST:
Christine S. Pauley, Clerk-Treasurer
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