HomeMy WebLinkAboutCC-08-17-20-03 Revenue Deposit AgreementSponsors: Councilors Finkam,
Rider, Worrell
RESOLUTION CC-08-17-20-03
RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF CARMEL,
INDIANA, AUTHORIZING AN AMENDED AND RESTATED REVENUE DEPOSIT
AGREEMENT BETWEEN THE CITY OF CARMEL, INDIANA, AND THE CITY OF
CARMEL REDEVELOPMENT COMMISSION
Synopsis:
This Resolution approves and authorizes the City and the CRC to execute an updated
Amended and Restated Revenue Deposit Agreement in order to supplement the list of Allocation
Areas governed by the terms of the Agreement, reflect certain refunding bonds of the
Redevelopment Authority, update the Supplemental Reserve Fund requirement and make certain
technical corrections thereto.
WHEREAS, the City of Carmel Redevelopment Authority (the “Authority”) has been
created pursuant to Indiana Code 36-7-14.5 as a separate body corporate and politic, and as an
instrumentality of the City of Carmel, Indiana (the “City”) to finance local public improvements
for lease to the City of Carmel Redevelopment Commission (the “Commission”); and
WHEREAS, the Commission, as the governing body for the District pursuant to the Act,
has previously created certain “allocation areas” in order to capture property tax proceeds
derived from incremental assessed valuation of real and certain depreciable personal property in
such allocation areas which is in excess of the “base assessed value” (such property tax proceeds
hereinafter referred to as “TIF Revenue”), all pursuant to and as described Indiana Code 36 -7-
14-39 and Indiana Code 36-7-14-39.3; and
WHEREAS, the Commission has previously incurred certain obligations in order to
finance certain improvements located in, or serving or benefitting, one or more of such allocation
areas, and the Commission reasonably expects to repay such obligations from TIF Revenue to be
received from such allocation areas; and
WHEREAS, the City and the Commission have previously executed the Amended and
Restated Revenue Deposit Agreement, dated as of April 9, 2019 (the “Existing Revenue Deposit
Agreement”), in order to establish a procedure for setting aside the TIF Revenue, as and when
received, for the purpose of ensuring the timely payment of such obligations as the same shall
become due in accordance with their respective terms; and
WHEREAS, a need exists to (a) supplement the list of allocation areas described and
identified on Exhibit A to the Existing Revenue Deposit Agreement by adding (i) the South
Rangeline Allocation Area (less developer portion), (ii) the Magnolia Allocation, (iii) the
Franciscan Allocation Area (less company portion), (iv) the Smokey & Monon Allocation Area
(less developer portion), (v) the Firehouse Allocation Area (less developer portion), and (vi) the
South Pennsylvania Allocation Area (collectively, the “Additional Allocation Areas”), (b) revise
the definition of certain obligations described therein to reflect the issuance of refunding bonds,
(c) revise the requirements for the Supplemental Reserve Fund (as defined therein), and (d) make
certain technical corrections to the Existing Revenue Deposit Agreement (clauses (a) through
and including (d), the “2020 Amendments”); and
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WHEREAS, the Common Council now desires to authorize and approve a new Amended
and Restated Revenue Deposit Agreement, in the form presented at this meeting (the “New
Revenue Deposit Agreement”).
NOW, THEREFORE, BE IT RESOLOVED BY THE COMMON COUNCIL OF THE
CITY OF CARMEL, INDIANA, as follows:
Section 1. Approval of New Revenue Deposit Agreement. The Common Council
hereby authorizes and approves the New Revenue Deposit Agreement in order to make the 2020
Amendments. The Mayor is hereby authorized to execute the New Revenue Deposit Agreement
on behalf of the City, subject to the Commission’s adoption of a similar resolution authorizing
and approving the New Revenue Deposit Agreement prior to the execution thereof.
Section 2. Authorization of Other Actions. Each of the Mayor, any member of the
Common Council, the Clerk and the Controller is hereby authorized and directed, for and on
behalf of the City, to execute and deliver execute all such instruments, documents or certificates
and to take any action as such person determines to be necessary or appropriate to accomplish
the purposes of this Resolution, such determination to be conclusively evidenced by such
person’s execution of such instruments, documents or certificates or such taking of such action
by such officer.
Section 3. Severability. If any part of this Resolution shall be adjudged to be invalid
by a court of proper jurisdiction, it shall be conclusively presumed that the Common Council
would have passed the remainder of this Resolution without such invalid part.
Section 4. Repeal of Conflicting Resolutions. All ordinances, resolutions and orders,
or parts thereof, in conflict with the provisions of this Resolution, are, to the extent of such
conflict, hereby repealed.
Section 5. Effectiveness. This Resolution shall be in full force and effect from and
after its adoption by the Common Council and upon compliance with the procedures required by
law.
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PASSED by the Common Council of the City of Carmel, this _____ day of _____________,
2020, by a vote of ______ ayes and _____ nays.
COMMON COUNCIL FOR THE CITY OF CARMEL, INDIANA
___________________________________
Laura D. Campbell, President Sue Finkam, Vice-President
___________________________________ ____________________________________
H. Bruce Kimball Kevin D. Rider
___________________________________ ____________________________________
Anthony Green Jeff Worrell
___________________________________ ___________________________________
Tim Hannon Miles Nelson
___________________________________
Adam Aasen
ATTEST:
__________________________________
Sue Wolfgang, Clerk
Presented by me to the Mayor of the City of Carmel, Indiana this ____ day of
_________________________ 2020, at _______ __.M.
____________________________________
Sue Wolfgang, Clerk
Approved by me, Mayor of the City of Carmel, Indiana, this _____ day of
________________________ 2020, at _______ __.M.
____________________________________
James Brainard, Mayor
ATTEST:
___________________________________
Sue Wolfgang, Clerk
Prepared by: Bruce D. Donaldson
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, IN 46204
DMS 17856996.1
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September 2:45
23rd
P
22nd
21st
11:30 ASeptember
9 0
September
AMENDED & RESTATED REVENUE DEPOSIT AGREEMENT
Between
CITY OF CARMEL, INDIANA,
And
CITY OF CARMEL REDEVELOPMENT COMMISSION
Dated as of _________, 2020
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AMENDED & RESTATED REVENUE DEPOSIT AGREEMENT
This AMENDED & RESTATED REVENUE DEPOSIT AGREEMENT, dated as of
__________, 2020 (the “Agreement”), is being entered into between the CITY OF CARMEL,
INDIANA (the “City”), a political subdivision duly created and validly existing under the laws of
the State of Indiana (the “State”), and the CITY OF CARMEL REDEVELOPMENT
COMMISSION (the “Commission”), as governing body of the City of Carmel Redevelopment
District (the “District”), a special taxing district duly created and validly existing under the laws
of the State (each, a “Party” and, collectively, the “Parties”).
WITNESSETH
WHEREAS, the Commission, as the governing body for the District pursuant to the Act
(as hereinafter defined), has previously created the Allocation Areas described in Exhibit A
attached hereto in order to capture property tax proceeds derived from incremental assessed
valuation of real and certain depreciable personal property in such Allocation Areas which is in
excess of the “base assessed value” (such property tax proceeds hereinafter referred to as “TIF
Revenue”), all pursuant to and as described in Sections 39 and 39.3 of the Act; and
WHEREAS, the Commission has previously incurred and expects to incur certain
obligations in order to finance or refinance certain improvements located in or serving or
benefitting one or more of the Allocation Areas; and
WHEREAS, the Commission reasonably expects to repay such obligations from TIF
Revenue to be received from the Allocation Areas and other revenues of the Commission; and
WHEREAS, the City and the Commission desire to establish a procedure for setting aside
the TIF Revenue as and when received to ensure the timely payment of such obligations as the
same shall become due in accordance with their respective terms;
NOW, THEREFORE, in consideration of the premises and the covenants and agreements
contained herein, the Parties now desire to enter into this Agreement and hereby agree as follows:
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ARTICLE I
DEFINITIONS
The following words and phrases shall have the following meanings, unless the context or
use clearly indicates another or different meaning or intent. Any terms defined in the Act or other
Indiana statutes, but not otherwise defined herein, shall have the meanings specified in the Act or
other Indiana statutes, unless the context or use clearly indicates another or different meaning or
intent.
“Act” means Indiana Code 36-7-14, Indiana Code 36-7-25, and all related and
supplemental statutes conferring powers or authority on the Commission.
“Allocation Areas” means, collectively, the allocation areas identified on Exhibit A
attached hereto and made a part hereof, which have been previously established by the
Commission in accordance with the Act for the purposes of capturing TIF Revenue.
“Allocation Funds” means, collectively, the allocation funds previously established by the
Commission in accordance with the Act for each of the allocation areas identified on Exhibit A
hereto, for the TIF Revenue collected in the respective Allocation Areas.
“Auditor” shall mean the Auditor of Hamilton County, Indiana.
“Business Day” or “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 Deposit
Trustee is located are required or authorized by law to close or on which the New York Stock
Exchange is closed.
“City” shall mean the City of Carmel, Indiana.
“Controller” means the Controller of the City.
“Commission” means the City of Carmel Redevelopment Commission, governing body of
the District.
“District” means the City of Carmel Redevelopment District.
“Energy Center Contracts” means, collectively, the three Energy Consumption
Agreements between the City of Carmel Utilities Department and Carmel Civic Square Building
Corporation, each dated as of November 1, 2010, relating to the City Hall, Fire Station and Police
Station buildings.
“Illinois Street Allocation Areas” means, collectively, the Illinois Street Allocation Area,
the Illinois Street Expansion Allocation Area and the Amended Illinois Street Allocation Area.
“126th Street Allocation Areas” means, collectively, the Amended 126th Street Allocation
Area and the Amended 126th Street Expansion Allocation Area.
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“PAC Bonds” means, collectively, the 2005 Bonds and the 2020B Bonds.
“Payment Date” means (i) with respect to the 2006 COIT Bonds, June 15 and December
15 of each year; (ii) with respect to the PAC Bonds, the 2010C COPS, the 2016 Bonds, the 2017C-
2 Bonds and the 2019A-2 Bonds, January 1 and July 1 of each year; (iii) with respect to the 2012
Bonds, the 2013 Bonds and the 2011 Installment Purchase Agreement, January 15 and July 15 of
each year; and (iv) with respect to the 2011A Bonds and the 2017 Installment Purchase Contract,
February 1 and August 1 of each year.
“State” shall mean the State of Indiana.
“TIF Revenue” means the property tax proceeds received by the Commission, which the
Commission reasonably expects to use for the repayment of the obligations described in Section
2.1 of this Agreement when due, which proceeds are derived from the incremental assessed
valuation of real and certain depreciable personal property in the Allocation Areas in excess of the
assessed valuation described in Section 39(b)(1) of the Act, as such statutory provision exists on
the date of execution of this Agreement.
“2004 Bonds” means the City of Carmel Redevelopment District Tax Increment Revenue
Bonds, Series 2004A (Illinois Street Project).
“2005 Bonds” means the City of Carmel, Indiana, Redevelopment Authority Lease Rental
Revenue Bonds, Series 2005, dated December 21, 2005, issued in the original aggregate issued
amount of $79,998,227.15.
“2010C COPs” means the City of Carmel, Indiana, Redevelopment District Certificates of
Participation, Series 2010C, dated November 12, 2010, issued in the original aggregate principal
amount of $16,300,000, and any obligations issued to refinance all or a portion of the outstanding
2010C COPs, including the City of Carmel Redevelopment Authority Lease Rental Refunding
Bonds, Series 2016C (Energy Center Project), dated May 5, 2016, issued in the original aggregate
principal amount of $15,164,000.
“2011 Installment Purchase Agreement” means the Installment Purchase Agreement,
Secondary Number Two, dated December 7, 2011, between the Commission and Village
Financial, LLC.
“2011A Bonds” means the City of Carmel, Indiana Senior Economic Development
Revenue Bonds, Series 2011A (Arts District Lofts & Shoppes Project), dated July 28, 2011, issued
in the original aggregate principal amount of $9,630,000.
“2012 Bonds” means, collectively, (i) the 2020A Bonds (which refunded the City of
Carmel, Indiana, Redevelopment Authority Lease Rental Revenue Multipurpose Bonds, Series
2012 A), and (ii) the City of Carmel, Indiana, Redevelopment Authority Lease Rental Revenue
Multipurpose Bonds, Series 2012 B (Taxable), issued in the original aggregate principal amount
of $69,245,000, dated December 27, 2012.
“2013 Bonds” means the City of Carmel, Indiana Redevelopment District Bonds of 2013,
dated December 5, 2013, issued in the original aggregate principal amount of $6,535,000.
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“2016 Bonds” means the City of Carmel, Indiana, Redevelopment Authority Lease Rental
Bonds, Series 2016B (Economic Development Projects), dated May 5, 2016, issued in the original
aggregate principal amount of $10,337,000.
“2017C-2 Bonds” means the City of Carmel, Indiana, Redevelopment Authority Taxable
Lease Rental Bonds, Series 2017C-1 (TIF Supported), dated December 14, 2017, issued in the
original aggregate principal amount of $16,600,000.
“2017 Installment Purchase Contract” means the Installment Purchase Contract (Garage
Air Parcel/Garage Component), dated June 16, 2017, between the Commission and Monon and
Main, LLC.
“2019A-2 Bonds” means the City of Carmel, Indiana, Redevelopment Authority Taxable
Lease Rental Bonds, Series 2019A-2 (TIF Supported), dated April 9, 2019, issued in the original
aggregate principal amount of $8,170,000.
“2020A Bonds” means the City of Carmel Redevelopment Authority [Taxable] Lease
Rental Revenue Refunding Bonds, Series 2020A, dated _________, 2020, issued in the original
aggregate principal amount of $____________.
“2020B Bonds” means the City of Carmel Redevelopment Authority [Taxable] Lease
Rental Revenue Refunding Bonds, Series 2020B, dated _________, 2020, issued in the original
aggregate principal amount of $____________.
“Transaction Documents” means, collectively, any trust indenture, installment payment
contract, loan agreement, lease agreement or other instrument which has been previously executed
by the Commission or the City of Carmel Redevelopment Authority in connection with the
obligations described in Section 2.1 of this Agreement.
(End of Article I)
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ARTICLE II
FUNDS AND ACCOUNTS
Section 2.1. Deposit of TIF Revenue. Upon the receipt of each distribution of TIF
Revenue from the Auditor, the Controller shall set aside and transfer the TIF Revenue as follows:
(a) Prior to making any other transfers of TIF Revenue under this
Agreement, the Controller shall first transfer to the paying agent for the 2004 Bonds an
amount of TIF Revenue derived from the Illinois Street Allocation Areas sufficient to pay
all amounts due with respect to the 2004 Bonds on the immediately succeeding payment
date for the 2004 Bonds.
(b) Next, the Controller shall transfer to the paying agent for the 2013
Bonds an amount of TIF Revenue derived from the Illinois Street Allocation Areas
(available after payment of any required debt service on the 2004 Bonds) equal to the lesser
of (i) all of such TIF Revenue, or (ii) an amount of such TIF Revenue sufficient to pay all
amounts due with respect to the 2013 Bonds on the immediately succeeding Payment Date.
In the event such TIF Revenue is insufficient to pay all amounts due with respect to the
2013 Bonds on the next Payment Date, the Controller shall transfer to the paying agent for
the 2013 Bonds an amount of TIF Revenue derived from the 126th Street Allocation Areas
equal to the lesser of (i) all of such TIF Revenue, or (ii) an amount of such TIF Revenue
(together with TIF Revenue transferred from the Illinois Street Allocation Areas) sufficient
to pay all amounts due with respect to the 2013 Bonds on the next Payment Date.
(c) Next, the Controller shall transfer to the paying agent for the 2010C
COPs an amount of TIF Revenue equal to the lesser of: (i) all of such semi -annual
distribution of TIF Revenue, or (ii) an amount of TIF Revenue sufficient to pay all amounts
due with respect to the 2010C COPs on the immediately succeeding Payment Date;
provided, however, in making any such transfers pursuant to this Section, the Controller
shall take into account any other revenues or funds previously transferred by, or on behalf
of, the Commission to the paying agent for the 2010C COPs and held by the paying agent
to pay debt service on such Payment Date.
(d) Next, the Controller shall transfer to the bond trustee for the 2012
Bonds an amount of TIF Revenue equal to the lesser of: (i) all of the remainder of such
semi-annual distribution of TIF Revenue, or (ii) an amount of TIF Revenue sufficient to
pay all amounts due with respect to the 2012 Bonds on the immediately succeeding
Payment Date; provided, however, in making any such transfers pursuant to this Section,
the Controller shall take into account any other revenues or funds previously transferred
by, or on behalf of, the Commission to the trustee for the 2012 Bonds and held by the
trustee to pay debt service on such Payment Date.
(e) Next, the Controller shall transfer to the bond trustee for the 2016
Bonds an amount of TIF Revenue equal to the lesser of: (i) all of the remainder of such
semi-annual distribution of TIF Revenue, or (ii) an amount of TIF Revenue sufficient to
pay all amounts due with respect to the 2016 Bonds on the immediately succeeding
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Payment Date; provided, however, in making any such transfers pursuant to this Section,
the Controller shall take into account any other revenues or funds previously transferred
by, or on behalf of, the Commission to the trustee for the 2016 Bonds and held by the
trustee to pay debt service on such Payment Date.
(f) Next, the Controller shall transfer to the bond trustee for the 2017C-
2 Bonds and the 2019A-2 Bonds an amount of TIF Revenue equal to the lesser of: (i) all
of the remainder of such semi-annual distribution of TIF Revenue, or (ii) an amount of TIF
Revenue sufficient to pay all amounts due with respect to the 2017C-2 Bonds and the
2019A-2 Bonds on the immediately succeeding Payment Date; provided, however, in
making any such transfers pursuant to this Section, the Controller shall take into account
any other revenues or funds previously transferred by, or on behalf of, the Commission to
the trustee for the 2017C-2 Bonds and the 2019A-2 Bonds and held by the trustee to pay
debt service on such Payment Date.
(g) Next, the Controller shall transfer to the bond trustee for the PAC
Bonds an amount of TIF Revenue equal to the lesser of: (i) all of the remainder of such
semi-annual distribution of TIF Revenue, or (ii) an amount of TIF Revenue sufficient to
pay all amounts due with respect to the PAC Bonds on the immediately succeeding
Payment Date; provided, however, in making any such transfers pursuant to this Section,
the Controller shall take into account any other revenues or funds previously transferred
by, or on behalf of, the Commission to the trustee for the PAC Bonds and held by the
trustee to pay debt service on such Payment Date.
(h) Next, the Controller shall transfer to the bond trustee for the 2011A
Bonds an amount of TIF Revenue equal to the lesser of: (i) all of the remainder of such
semi-annual distribution of TIF Revenue, or (ii) an amount (if any) of TIF Revenue
required to pay all amounts due with respect to the 2011A Bonds on the immediately
succeeding Payment Date; provided, however, in making any such transfers pursuant to
this Section, the Controller shall take into account any other revenues or funds previously
transferred by, or on behalf of, the Commission to the trustee for the 2011A Bonds and
held by the trustee to pay debt service on such Payment Date (including, without limitation,
tax increment revenues derived from the Arts District Lofts & Shoppes Tax Allocation
Area and pledged to the payment of the 2011A Bonds).
(i) Next, the Controller shall transfer to the Commission an amount of
TIF Revenue equal to the lesser of: (i) all of the remainder of such semi-annual distribution
of TIF Revenue, or (ii) an amount (if any) of TIF Revenue the Commission is required to
pay under the 2017 Installment Purchase Contract on the immediately succeeding Payment
Date; provided, however, in making any such transfers pursuant to this Section, the
Controller shall take into account any other revenues or funds previously transferred by, or
on behalf of, the Commission to make payments on the 2017 Installment Purchase Contract
on such Payment Date (including, without limitation, tax increment revenues derived from
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the Monon & Main Allocation Area and pledged to the payment of the 2017 Installment
Purchase Contract).
(j) Next, for years 2029 through 2034 only, the Controller shall transfer
to the Commission any amounts the Commission is required to pay under the 2011
Installment Purchase Agreement on the immediately succeeding Payment Date; provided,
however, in making any such transfers pursuant to this Section, the Controller shall take
into account any other revenues or funds previously transferred by, or on behalf of, the
Commission to make payments on the 2011 Installment Purchase Agreement on such
Payment Date.
(k) Next, the Controller shall transfer to a fund to be held as a
supplemental reserve fund for all outstanding obligations referenced in this Agreement (the
“Supplemental Reserve Fund”) the following amounts of available TIF Revenue: $750,000
in 2020 and $1,000,000 in each of years 2021-2031; provided, however, that the City and
the Commission hereby agree to re-evaluate and renegotiate the amount of the required
annual deposits into the Supplemental Reserve Fund every four years beginning in 2024 in
connection with the preparation of the following year’s budget, based upon then current
projections of TIF Revenue and projected shortfall amounts (if any) of TIF Revenue and
other available revenues needed to cover all outstanding CRC obligations payable from the
TIF Revenue over the remaining term of those obligations.
Section 2.2. Excess TIF Revenue. In the event that there shall be any remaining TIF
Revenue after making the deposits required by Section 2.1 hereof, the Controller shall retain such
funds in the respective Allocation Funds to be used for the purposes permitted by the Act.
Section 2.3. Notice of Deficiency. In the event that any semi-annual distribution
received by the Controller shall be insufficient to make all of the deposits required by Section 2.1
to pay all amounts due on the immediately succeeding Payment Date for each identified obligation,
after taking into account other revenues or funds contributed by the Commission for such purpose,
the Controller shall within three (3) business days provide written notification to the Mayor and
Common Council of the City and to the Commission of such deficiency.
Section 2.4. Debt Service Schedules. The Commission through its municipal advisor
shall immediately provide the Controller with updated debt service schedules for all of the
outstanding obligations identified in Section 2.1, and shall provide debt service schedules for any
obligations identified in Section 2.1 that are not yet issued immediately following the issuance of
such obligations.
Section 2.5. Other Commitments. The parties agree that all payments in lieu of taxes
(PILOTs) made by The Barrington of Carmel retirement center located at 1335 South Guilford
Road, Carmel, Indiana, shall be allocated to the Commission and treated as TIF Revenue for
purposes of this Agreement. The City further agrees that, beginning in budget year 2017, all
payments required to be made by the City under the Energy Center Contracts will be made in
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accordance with the amounts required to be made under the currently effective versions of those
contracts.
Section 2.6. Annual SBT Determination. So long as any of the obligations described in
Section 2.1 payable from a special benefits tax (SBT) back-up remain outstanding, the City and
the Commission shall make an annual determination as part of the City’s annual budget process as
to whether the SBT is required to be levied to meet the following year’s debt service requirements
on such obligations, taking into account anticipated TIF Revenue and other revenues available to
the Commission and the City and to be dedicated for such purposes.
(End of Article II)
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ARTICLE III
MISCELLANEOUS
Section 3.1. Governing Law. This Agreement is executed by the Parties and delivered
in the State and with reference to the laws thereof, and the rights of all Parties and the validity,
construction and effect of every provision hereof shall be subject to and construed according to
the laws of the State.
Section 3.2. 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 official, officer, director, member, attorney, employee or agent of the Parties, as
such, under any rule of law or equity, statute or constitution.
Section 3.3. Counterparts. This Agreement may be executed in several counterparts,
each of which when so executed shall be deemed to be an original, and such counterparts, together,
shall constitute but one and the same instrument, which shall be sufficiently evidenced by any such
original counterpart.
Section 3.4. Performance Due on Day other than a Business Day. If the last day for
taking any action under this Agreement is not on 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 3.5. Amendments. This Agreement may be terminated, supplemented or
amended only upon the written agreement of the City and the Commission and only after approvals
of the Common Council of the City and the Commission. So long as the 2020A Bonds are secured
by a debt service reserve insurance policy provided by Build America Mutual Insurance Company
(“BAM”), the City and the Commission covenant not to amend this Agreement in any way which
would adversely impact the priority claim on the TIF Revenue currently provided to the 2020A
Bonds hereunder, without the advance written consent of BAM.
Section 3.6. Entire Agreement. This Agreement shall constitute the entire agreement of
the Parties with respect to the subject matter, and shall supersede all prior oral or written
agreements with respect to the matters that are the subject hereof.
Section 3.7. Interpretation of Conflicting Provisions. In the event there shall be a
conflict between any provision of the Transaction Documents and any provision of this Agreement,
the City and the Commission hereby agree that the provisions of such Transaction Document shall
be controlling, unless the terms of any of such Transaction Documents shall expressly provide
otherwise.
Section 3.8. Effective Date and Repeal of Prior Revenue Deposit Agreement. This
Agreement shall take effect immediately upon the execution of the parties hereto. Upon such
effective date, the Amended and Restated Revenue Deposit Agreement between the City and the
Commission dated as of April 9, 2019 (the “Prior Revenue Deposit Agreement”), shall be
terminated and of no further force and effect. Upon termination of the Prior Revenue Deposit
Agreement, all funds contained in the Supplemental Reserve Fund created under that agreement
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shall be transferred to and retained in the Supplemental Reserve Fund established in Section 2.1(k)
of this Agreement.
(End of Article III)
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
names and on their behalf as of the date first written above.
CITY OF CARMEL, INDIANA
By: ____________________________
Mayor
CITY OF CARMEL, INDIANA,
REDEVELOPMENT COMMISSION, as
governing body of the City of Carmel
Development District
By: ____________________________
President
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EXHIBIT A
LIST OF ALLOCATION AREAS
Amended 126th Street Allocation Area
Amended 126th Street Expansion Allocation Area
City Center Allocation Area
City Center Expansion Allocation Area
Hazel Dell North Allocation Area
Hazel Dell South Allocation Area
Illinois Street Allocation Area
Illinois Street Expansion Allocation Area
Amended Illinois Street Allocation Area
Old Meridian Allocation Area
Old Meridian Expansion Allocation Area
Meridian & Main Allocation Area
Meridian & Main Allocation Area/Spine Group I Site (less developer portion)
Old Town Allocation Area
Carmel Drive Allocation Area
Lauth-Walker Allocation Area
Old Town Shoppes Allocation Area
Old Methodist Allocation Area
Lurie Allocation Area
Village of West Clay Allocation Area
Merchants Pointe Allocation Area
Merchants Pointe Expansion Allocation Area
116th Street Centre Allocation Area (less developer portion)
Carmel Downtown Allocation Area No. 1 (less developer portion)
Carmel Downtown Allocation Area No. 2 (less developer portion)
CRC Parcel #12 Allocation Area
Parkwood Crossing Allocation Area
Parkwood East Allocation Area
Grand & Main Allocation Area (less developer portion)
Olivia on Main Allocation Area (less developer portion)
Merchants Square Allocation Area
Legacy Project Allocation Area (less reimbursement portion owed to City)
KAR Allocation Area (less company portion)
Sunrise Allocation Area (less developer portion)
Motor Court West Allocation Area
Meridian & Main – Indiana Spine Group II Allocation Area (less developer portion)
Zotec Allocation Area (after replenishment of Supplemental Reserve Fund advance)
South Rangeline Allocation Area (less developer portion)
Magnolia Allocation Area
Franciscan Allocation Area (less company portion)
Smokey & Monon Allocation Area (less developer portion)
Firehouse Allocation Area (less developer portion)
South Pennsylvania Allocation Area
DMS 17853780v2
DocuSign Envelope ID: 00A8582C-2437-4BCB-8A8D-1D5ED5AE7FBD