HomeMy WebLinkAboutResolution 2021-1 (2021 Redevelopment District Bonds)RESOLUTION NO. 2021-1
RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION
AUTHORIZING ISSUANCE OF BONDS FOR THE PURPOSE OF PROVIDING FUNDS
TO BE APPLIED TO PAY FOR VARIOUS PROJECTS AND TO PAY INCIDENTAL
EXPENSES IN CONNECTION THEREWITH AND ON ACCOUNT OF THE
ISSUANCE OF THE BONDS
WHEREAS, within the City of Carmel, Indiana, a governmental unit and political
subdivision of the State (the “Unit”), there is created the City of Carmel Redevelopment District
(the “District”), governed by the City of Carmel Redevelopment Commission (the
“Commission”); and
WHEREAS, the Commission deems it advisable to issue, in one or more series, all or
any portion of which may be taxable or tax-exempt for federal income tax purposes, the “City of
Carmel, Indiana, Redevelopment District Bonds of 2021 [(Taxable)]” (with such further or
different series designation as determined to be necessary or appropriate, including a different
series designation to indicate the year in which such bonds are issued) (the “2021 Bonds”) in an
original aggregate principal amount not to exceed Twenty-Five Million Dollars ($25,000,000)
(the “Authorized Amount”) for the purposes of providing funds to (i) pay the costs of the projects
described on Exhibit A to this Resolution (collectively, the “Projects”), (ii) pay capitalized
interest on the 2021 Bonds, if any, (iii) fund a debt service reserve fund or pay the premium for a
debt service reserve fund surety policy, if necessary, and (iv) pay the costs and expenses incurred
in connection with or on account of the issuance and sale of the 2021 Bonds, including payment
of the premium for a municipal bond insurance policy, if necessary; and
WHEREAS, the Projects directly serve or benefit one or more economic development or
redevelopment areas designated by the Commission; and
WHEREAS, it would be of public utility and benefit and in the best interests of the
District and its citizens to pay the costs of the Projects and of the sale and issuance of the 2021
Bonds, which will provide special benefits to property owners in the District, such 2021 Bonds
to be issued as obligations of the District payable from special ad valorem property taxes and
other revenues of the Commission as described more fully herein; and
WHEREAS, the original principal amount of the 2021 Bonds, together with the
outstanding principal amount of any bonds previously issued by the Commission payable from
the Special Tax (as defined in Section 3 hereof), is no more than two percent (2%) of the
adjusted value of the taxable property in the District, as determined under Ind. Code § 36-1-15;
and
WHEREAS, the amount of proceeds of the 2021 Bonds allocated to pay costs of the
Projects, together with estimated investment earnings thereon, does not exceed the cost of the
Projects as estimated by the Commission; and
WHEREAS, the Commission did not include the proceeds of the 2021 Bonds in the
regular budget for the year 2021; and
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WHEREAS, there are insufficient funds available or provided for in the existing budget
and tax levy which may be applied to the cost of the Project, and the issuance of the 2021 Bonds
has been authorized to procure the necessary funds and a necessity exists for the making of the
additional appropriation set out herein; and
WHEREAS, notice of a hearing on said appropriation has been published as required by
law, and such public hearing was held virtually on January 20, 2020, at 6:30 p.m. (local time)
and broadcast live from the Council Chambers at the Carmel City Hall, on said appropriation at
which all taxpayers and interested persons had an opportunity to appear and express their views
regarding such additional appropriation; and
WHEREAS, the Commission 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 Revenues”), 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 allocation
areas in the District, and the Commission reasonably expects to repay such obligations from TIF
Revenues to be received from such allocation areas; and
WHEREAS, the Commission reasonably expects to pay the debt service on the 2021
Bonds from the TIF Revenues; and
WHEREAS, the City and the Commission have previously executed the Amended and
Restated Revenue Deposit Agreement, dated as of October 7, 2020 (the “Existing Revenue
Deposit Agreement”), in order to establish a procedure for setting aside the TIF Revenues, 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) incorporate the 2021 Bonds into the Existing Revenue
Deposit Agreement, and (b) revise the requirements for the Supplemental Reserve Fund (as
defined therein) (clauses (a) and (b), the “2021 Amendments”); and
WHEREAS, all conditions precedent to the adoption of a resolution authorizing the
issuance of the 2021 Bonds have been complied with in accordance with the applicable
provisions of the Act.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CARMEL
REDEVELOPMENT COMMISSION, GOVERNING BODY OF THE CITY OF
CARMEL REDEVELOPMENT DISTRICT, AS FOLLOWS:
SECTION 1. Authorization for Bonds. In order to provide financing for the Projects as
described above and the costs of selling and issuing the 2021 Bonds, the District shall borrow
money, and the Unit, acting for and on behalf of the District, shall issue the 2021 Bonds as
herein authorized.
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SECTION 2. Appropriation of Bond Proceeds. The Commission hereby makes an
appropriation in an amount equal to the proceeds of 2021 Bonds, which may be issued in one or
more series, in an aggregate principal amount not to exceed $25,000,000, plus all investment
earnings thereon, for the use of the Commission in paying the costs of the Project. Such
appropriation shall be in addition to all appropriations provided for in the existing budget and
levy, and shall continue in effect until the completion of the Project. Any surplus of such
proceeds shall be credited to the proper fund as provided by law. All actions previously taken in
connection with such appropriation, including publication of the notice of the public hearing, be,
and hereby are, ratified and approved. A certified copy of this resolution, together with such
other proceedings and actions as may be necessary, shall be filed by the Controller, along with a
report of the appropriation, with the Indiana Department of Local Government Finance.
SECTION 3. General Terms of Bonds.
(a) Issuance of 2021 Bonds. In order to procure said loan for such purposes, the
Commission hereby authorizes the issuance of the 2021 Bonds as described herein. The
Controller, as the fiscal officer of the Unit (the “Fiscal Officer”), is hereby authorized and
directed to have prepared and to issue and sell the 2021 Bonds as negotiable, fully registered
bonds of the District in an amount not to exceed the Authorized Amount.
The 2021 Bonds shall be signed in the name of the Unit, acting for and on behalf of the
District, by the manual or facsimile signature of the Mayor, as executive of the Unit (the
“Executive”), and attested by the manual or facsimile signature of the Fiscal Officer, who shall
affix the seal of the Unit to each of the 2021 Bonds manually or shall have the seal imprinted or
impressed thereon by facsimile or other means. In case any officer whose signature or facsimile
signature appears on the 2021 Bonds shall cease to be such officer before the delivery of 2021
Bonds, such signature shall nevertheless be valid and sufficient for all purposes as if such officer
had remained in office until delivery thereof. The 2021 Bonds also shall be, and will not be valid
or become obligatory for any purpose or entitled to any benefit under this resolution unless and
until, authenticated by the manual signature of the Registrar (as defined in Section 5 hereof).
The 2021 Bonds shall be numbered consecutively from R-1 upward, shall be issued in
denominations of Five Thousand Dollars ($5,000) or any integral multiple thereof, shall be
originally dated as of the first day of the month in which the 2021 Bonds are sold or dated the
date of delivery, as determined by the Fiscal Officer, and shall bear interest payable semi-
annually on a January 1 or July 1 determined by the Fiscal Officer at the time of the sale of the
2021 Bonds, commencing no earlier than July 1, 2021, and continuing each January 1 and July 1
thereafter at a rate or rates not exceeding seven percent (7.00%) per annum (the exact rate or
rates to be determined by bidding or negotiation), calculated on the basis of a 360-day year
comprised of twelve 30-day months. The 2021 Bonds shall mature on January 1 and/or July 1 of
each year in the years and in the amounts determined by the Fiscal Officer at the time of the sale
of the 2021 Bonds, provided that the final maturity shall be no later than July 1, 2035. The
President of the Commission may, upon the advice of the Commission’s financial advisor, elect
to (a) issue any and all series of the 2021 Bonds as taxable bonds or tax-exempt bonds for
purposes of Section 103 of the Internal Revenue Code of 1986, as amended, (b) procure any
credit enhancement for any series of the 2021 Bonds, including, but not limited to, bond
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insurance, if, in the judgment of the President of the Commission, such actions would be
advantageous for the marketing of any series of the 2021 Bonds, and (c) execute any and all
documents in connection with the procurement of such credit enhancement.
All or a portion of the 2021 Bonds may be aggregated into and issued as one or more
term bonds. The term bonds will be subject to mandatory sinking fund redemption with sinking
fund payments and final maturities corresponding to the serial maturities described above.
Sinking fund payments shall be applied to retire a portion of the term bonds as though it were a
redemption of serial bonds, and, if more than one term bond of any maturity is outstanding,
redemption of such maturity shall be made by lot. Sinking fund redemption payments shall be
made in a principal amount equal to such serial maturities, plus accrued interest to the
redemption date, but without premium or penalty. For all purposes of this resolution, such
mandatory sinking fund redemption payments shall be deemed to be required payments of
principal which mature on the date of such sinking fund payments. Appropriate changes shall be
made in the definitive form of 2021 Bonds, relative to the form of 2021 Bonds contained in this
resolution, to reflect any mandatory sinking fund redemption terms.
(b) Source of Payment. The 2021 Bonds are, as to all the principal thereof and
interest due thereon, obligations of the District as a special taxing district, payable from special
ad valorem property taxes on all taxable property within the District pursuant to Ind. Code § 36-
7-14-27 (the “Special Tax”) to the extent TIF Revenues or other revenues of the Commission are
not sufficient for such purpose as described in Section 9 hereof. The Commission reasonably
expects that TIF Revenues will be sufficient to pay all principal of and interest due on the 2021
Bonds.
(c) Payments. All payments of interest on the 2021 Bonds shall be paid by check
mailed one business day prior to the interest payment date to the registered owners thereof as of
the fifteenth (15
th
) day of the month preceding the month in which interest is payable (the
“Record Date”) at the addresses as they appear on the registration and transfer books of the
Commission kept for that purpose by the Registrar (the “Registration Record”) or at such other
address as is provided to the Paying Agent (as defined in Section 5 hereof) in writing by such
registered owner. Each registered owner of $1,000,000 or more in principal amount of 2021
Bonds shall be entitled to receive interest payments by wire transfer by providing written wire
instructions to the Paying Agent before the Record Date for any payment. All principal
payments and premium payments, if any, on the 2021 Bonds shall be made upon surrender
thereof at the principal office of the Paying Agent, in any U.S. coin or currency which on the
date of such payment shall be legal tender for the payment of public and private debts, or in the
case of a registered owner of $1,000,000 or more in principal amount of 2021 Bonds, by wire
transfer on the due date upon written direction of such owner provided at least fifteen (15) days
prior to the maturity date or redemption date.
Interest on 2021 Bonds shall be payable from the interest payment date to which interest
has been paid next preceding the authentication date thereof, unless such 2021 Bonds are
authenticated after the Record Date for an interest payment and on or before such interest
payment date in which case they shall bear interest from such interest payment date, or unless
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authenticated on or before the Record Date for the first interest payment date, in which case they
shall bear interest from the original date, until the principal shall be fully paid.
(d) Transfer and Exchange. Each 2021 Bond shall be transferable or exchangeable
only upon the Registration Record, by the registered owner thereof in writing, or by the
registered owner’s attorney duly authorized in writing, upon surrender of such 2021 Bond
together with a written instrument of transfer or exchange satisfactory to the Registrar duly
executed by the registered owner or such attorney, and thereupon a new fully registered 2021
Bond or Bonds in the same aggregate principal amount, and of the same maturity, shall be
executed and delivered in the name of the transferee or transferees or the registered owner, as the
case may be, in exchange therefor. The costs of such transfer or exchange shall be borne by the
Commission, except for any tax or governmental charges required to be paid in connection
therewith, which shall be payable by the person requesting such transfer or exchange. The Unit,
Commission, Registrar and Paying Agent may treat and consider the persons in whose names
such 2021 Bonds are registered as the absolute owners thereof for all purposes including for the
purpose of receiving payment of, or on account of, the principal thereof and interest and
premium, if any, due thereon.
(e) Mutilated, Lost, Stolen or Destroyed Bonds. In the event any 2021 Bond is
mutilated, lost, stolen or destroyed, the Unit may execute and the Registrar may authenticate a
new bond of like date, maturity and denomination as that mutilated, lost, stolen or destroyed,
which new bond shall be marked in a manner to distinguish it from the bond for which it was
issued, provided that, in the case of any mutilated bond, such mutilated bond shall first be
surrendered to the Registrar, and in the case of any lost, stolen or destroyed bond there shall be
first furnished to the Registrar evidence of such loss, theft or destruction satisfactory to the Fiscal
Officer and the Registrar, together with indemnity satisfactory to them. In the event any such
bond shall have matured, instead of issuing a duplicate bond, the Unit and the Registrar may,
upon receiving indemnity satisfactory to them, pay the same without surrender thereof. The Unit
and the Registrar may charge the owner of such 2021 Bond with their reasonable fees and
expenses in this connection. Any 2021 Bond issued pursuant to this paragraph shall be deemed
an original, substitute contractual obligation of the Unit, acting for and on behalf of the District,
whether or not the lost, stolen or destroyed 2021 Bond shall be found at any time, and shall be
entitled to all the benefits of this resolution, equally and proportionately with any and all other
2021 Bonds issued hereunder.
SECTION 4. Terms of Redemption. The 2021 Bonds may be made redeemable at the
option of the Commission on thirty (30) days’ notice, in whole or in part, in any order of
maturities selected by the Commission and by lot within a maturity, on dates (but not earlier than
eight (8) years following the date of issuance of any series of the 2021 Bonds) and with
premiums, if any, and other terms as determined by the President of the Commission with the
advice of the Commission’s municipal advisor, as evidenced by delivery of the form of 2021
Bonds to the Fiscal Officer.
Notice of redemption shall be mailed by first-class mail to the address of each registered
owner of a 2021 Bond to be redeemed as shown on the Registration Record not more than sixty
(60) days and not less than thirty (30) days prior to the date fixed for redemption except to the
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extent such redemption notice is waived by owners of 2021 Bonds redeemed, provided, however,
that failure to give such notice by mailing, or any defect therein, with respect to any 2021 Bond
shall not affect the validity of any proceedings for the redemption of any other 2021 Bonds. The
notice shall specify the date and place of redemption, the redemption price and the CUSIP
numbers (if any) of the 2021 Bonds called for redemption. The place of redemption may be
determined by the Commission. Interest on the 2021 Bonds so called for redemption shall cease
on the redemption date fixed in such notice if sufficient funds are available at the place of
redemption to pay the redemption price on the date so named, and thereafter, such 2021 Bonds
shall no longer be protected by this resolution and shall not be deemed to be outstanding
hereunder, and the holders thereof shall have the right only to receive the redemption price.
All 2021 Bonds which have been redeemed shall be canceled and shall not be reissued;
provided, however, that one or more new registered bonds shall be issued for the unredeemed
portion of any 2021 Bond without charge to the holder thereof.
No later than the date fixed for redemption, funds shall be deposited with the Paying
Agent or another paying agent to pay, and such agent is hereby authorized and directed to apply
such funds to the payment of, the 2021 Bonds or portions thereof called for redemption,
including accrued interest thereon to the redemption date. No payment shall be made upon any
2021 Bond or portion thereof called for redemption until such bond shall have been delivered for
payment or cancellation or the Registrar shall have received the items required by this resolution
with respect to any mutilated, lost, stolen or destroyed bond.
SECTION 5. Appointment of Registrar and Paying Agent. The Fiscal Officer is hereby
appointed to serve as registrar and paying agent for the 2021 Bonds (together with any successor,
the “Registrar” or “Paying Agent”). The Fiscal Officer may appoint a duly qualified bank or
financial institution to serve as Registrar and Paying Agent under this resolution, which bank or
financial institution shall thereafter be charged with the performance of the duties and
responsibilities of Registrar and Paying Agent as set forth herein. The Registrar is hereby
charged with the responsibility of authenticating the 2021 Bonds, and shall keep and maintain
the Registration Record at its office. The Fiscal Officer is hereby authorized to enter into such
agreements or understandings with any such institution as will enable the institution to perform
the services required of the Registrar and Paying Agent. The Fiscal Officer is authorized to pay
such fees as any such institution may charge for the services it provides as Registrar and Paying
Agent.
The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent by
giving thirty (30) days written notice to the Commission and to each registered owner of the
2021 Bonds then outstanding, and such resignation will take effect at the end of such thirty (30)
days or upon the earlier appointment of a successor Registrar and Paying Agent by the
Commission. Such notice to the Commission may be served personally or be sent by first-class
or registered mail. The Registrar and Paying Agent may be removed at any time as Registrar and
Paying Agent by the Commission, in which event the Commission may appoint a successor
Registrar and Paying Agent. The Commission shall notify each registered owner of the 2021
Bonds then outstanding of the removal of the Registrar and Paying Agent. Notices to registered
owners of the 2021 Bonds shall be deemed to be given when mailed by first-class mail to the
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addresses of such registered owners as they appear on the Registration Record. Any predecessor
Registrar and Paying Agent shall deliver all the 2021 Bonds, cash and investments related
thereto in its possession and the Registration Record to the successor Registrar and Paying
Agent. At all times, the same entity shall serve as Registrar and as Paying Agent.
SECTION 6. Form of Bonds; Authorization for Book-Entry System. The form and
tenor of the 2021 Bonds shall be substantially as follows, all blanks to be filled in properly and
all necessary additions and deletions to be made prior to delivery thereof:
R-
UNITED STATES OF AMERICA
STATE OF INDIANA COUNTY OF HAMILTON
CITY OF CARMEL, INDIANA
REDEVELOPMENT DISTRICT BOND OF 2021 [(TAXABLE)]
Interest
Rate
Maturity
Date
Original
Date
Authentication
Date CUSIP
REGISTERED OWNER:
PRINCIPAL SUM: Dollars ($__________)
The City of Carmel, Indiana (the “Unit”), acting for and on behalf of the City of Carmel
Redevelopment District (the “District”)(which District includes all of the territory within the
corporate boundaries of Carmel, Indiana), for value received, hereby promises to pay to the
Registered Owner set forth above, the Principal Sum set forth above on the Maturity Date set
forth above (unless this bond is subject to and is called for redemption prior to maturity as
hereafter provided), and to pay interest thereon until the Principal Sum shall be fully paid at the
Interest Rate per annum specified above from the interest payment date to which interest has
been paid next preceding the Authentication Date of this bond unless this bond is authenticated
after the first day of the month of the interest payment date (the “Record Date”) and on or before
such interest payment date in which case it shall bear interest from such interest payment date, or
unless this bond is authenticated on or before [December/June] 15, 202_ in which case it shall
bear interest from the Original Date, which interest is payable semi-annually on January 1 and
July 1 of each year, beginning on [January/July] 1, 202_. Interest shall be calculated on the basis
of a 360-day year comprised of twelve 30-day months.
The principal of and premium, if any, on this bond are payable at the principal office of
______________________ (the “Registrar” or “Paying Agent”), in ___________, Indiana. All
payments of interest on this bond shall be paid by check mailed one business day prior to the
interest payment date to the Registered Owner as of the Record Date at the address as it appears
on the registration books kept by the Registrar or at such other address as is provided to the
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Paying Agent in writing by the Registered Owner. Each Registered Owner of $1,000,000 or
more in principal amount of bonds shall be entitled to receive interest payments by wire transfer
by providing written wire instructions to the Paying Agent before the Record Date for any
payment. All payments of principal of and premium, if any, on this bond shall be made upon
surrender thereof at the principal office of the Paying Agent in any U.S. coin or currency which
on the date of such payment shall be legal tender for the payment of public and private debts, or
in the case of a Registered Owner of $1,000,000 or more in principal amount of 2021 Bonds, by
wire transfer on the due date upon written direction of such owner provided at least fifteen (15)
days prior to the maturity date or redemption date.
This bond is one of an authorized issue of bonds of the District of like original date, tenor
and effect, except as to denomination, numbering, interest rates, redemption terms and dates of
maturity, in the total amount of ___________________________ Dollars ($___________),
numbered consecutively from R-1 upward, issued for the purpose of providing funds for to pay
the costs of certain economic development projects, [to pay capitalized interest,] [to fund a debt
service reserve fund/ to pay the premium for a debt service reserve fund surety policy], and to
pay the costs and expenses incurred in connection with or on account of the issuance and sale of
the such bonds, as authorized by Resolution No. ________ adopted by the City of Carmel
Redevelopment Commission (the “Commission”) on the ____ day of _____________, 2021,
entitled “Resolution of the City of Carmel Redevelopment Commission Authorizing Issuance of
Bonds for the Purpose of Providing Funds to be Applied to Pay for Various Projects and to Pay
Incidental Expenses in Connection Therewith and on Account of the Issuance of the Bonds” (the
“Resolution”), and in accordance with the provisions of Indiana law, including without limitation
Ind. Code § 36-7-14, and other applicable laws, as amended (collectively, the “Act”), all as more
particularly described in the Resolution. The owner of this bond, by the acceptance hereof,
agrees to all the terms and provisions contained in the Resolution and the Act.
Pursuant to the provisions of the Act and the Resolution, the principal of and interest on
this bond and all other bonds of said issue are payable as an obligation of the City of Carmel
Redevelopment District, as a special taxing district, from a special ad valorem property tax to be
levied on all taxable property within the District to the extent other revenues of the Commission
are not sufficient for such purpose. THIS BOND DOES NOT CONSTITUTE A CORPORATE
OBLIGATION OR INDEBTEDNESS OF THE CITY OF CARMEL, INDIANA, BUT IS AN
INDEBTEDNESS OF THE CITY OF CARMEL REDEVELOPMENT DISTRICT AS A
SPECIAL TAXING DISTRICT. NEITHER THE FULL FAITH AND CREDIT NOR THE
TAXING POWER OF CITY OF CARMEL, INDIANA, IS PLEDGED TO PAY THE
INTEREST OR PREMIUM ON OR THE PRINCIPAL OF THIS BOND.
The bonds of this issue maturing on or after _________1, ____are redeemable at the
option of the Commission on _______1, ___or any date thereafter, on thirty (30) days’ notice, in
whole or in part, in any order of maturities selected by the Commission and by lot within a
maturity, at 100% of face value plus accrued interest to the date fixed for redemption. Each
minimum authorized denomination in principal amount shall be considered a separate bond for
purposes of partial redemption.
[Insert Mandatory Redemption Terms, if any.]
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Notice of such redemption shall be mailed by first-class mail not more than sixty (60)
days and not less than thirty (30) days prior to the date fixed for redemption to the address of the
registered owner of each bond to be redeemed as shown on the registration record of the
Commission except to the extent such redemption notice is waived by owners of the bond or
bonds redeemed, provided, however, that failure to give such notice by mailing, or any defect
therein, with respect to any bond shall not affect the validity of any proceedings for the
redemption of any other bonds. The notice shall specify the date and place of redemption, the
redemption price and the CUSIP numbers (if any) of the bonds called for redemption. The place
of redemption may be determined by the Commission. Interest on the bonds so called for
redemption shall cease on the redemption date fixed in such notice if sufficient funds are
available at the place of redemption to pay the redemption price on the date so named, and
thereafter, such bonds shall no longer be protected by the Resolution and shall not be deemed to
be outstanding thereunder.
This bond is subject to defeasance prior to payment or redemption as provided in the
Resolution.
If this bond shall not be presented for payment or redemption on the date fixed therefor,
the Commission may deposit in trust with the Paying Agent or another paying agent, an amount
sufficient to pay such bond or the redemption price, as the case may be, and thereafter the
Registered Owner shall look only to the funds so deposited in trust for payment and the Unit
shall have no further obligation or liability in respect thereto.
This bond is transferable or exchangeable only upon the registration record kept for that
purpose at the office of the Registrar by the Registered Owner in person, or by the Registered
Owner’s attorney duly authorized in writing, upon surrender of this bond together with a written
instrument of transfer or exchange satisfactory to the Registrar duly executed by the Registered
Owner or such attorney, and thereupon a new fully registered bond or bonds in the same
aggregate principal amount, and of the same maturity, shall be executed and delivered in the
name of the transferee or transferees or the Registered Owner, as the case may be, in exchange
therefor. The Unit, the Commission, any registrar and any paying agent for this bond may treat
and consider the person in whose name this bond is registered as the absolute owner hereof for
all purposes including for the purpose of receiving payment of, or on account of, the principal
hereof and interest and premium, if any, due hereon.
The bonds maturing on any maturity date are issuable only in the denomination of $5,000
or any integral multiple.
[A Continuing Disclosure Contract from the Commission to each registered owner or
holder of any bond, dated as of the date of initial issuance of the bonds (the “Contract”), has been
executed by the Commission, a copy of which is available from the Commission and the terms of
which are incorporated herein by this reference. The Contract contains certain promises of the
Commission to each registered owner or holder of any bond, including a promise to provide
certain continuing disclosure. By its payment for and acceptance of this bond, the registered
owner or holder of this bond assents to the Contract and to the exchange of such payment and
acceptance for such promises.]
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It is hereby certified and recited that all acts, conditions and things required to be done
precedent to and in the execution, issuance and delivery of this bond have been done and
performed in regular and due form as provided by law.
This bond shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been executed by an authorized representative of the Registrar.
IN WITNESS WHEREOF, the Redevelopment Commission of the City of Carmel, State
of Indiana, has caused this bond to be executed in the name of such Unit, for and on behalf of the
Redevelopment District of said Unit, by the manual or facsimile signature of the Mayor of said
Unit, and attested by manual or facsimile signature by the Controller of said Unit, and the seal of
said Unit or a facsimile thereof to be affixed, engraved, imprinted or otherwise reproduced
hereon.
CITY OF CARMEL, INDIANA
By:
Mayor
(SEAL)
ATTEST:
Controller
It is hereby certified that this bond is one of the bonds described in the within-mentioned
Resolution duly authenticated by the Registrar.
[____________________], as Registrar
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN. COM. as tenants in common
TEN. ENT. as tenants by the entireties
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JT. TEN. as joint tenants with right of survivorship and not as
tenants in common
UNIF. TRANS.
MIN. ACT
Custodian
(Cust.) (Minor)
under Uniform Transfers to Minors Act of
(State)
Additional abbreviations may also be used although not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________________________________________________
(please print or typewrite name and address of transferee)
___________________________________
(please insert social security or
other identifying number of assignee)
$______________ in principal amount (must be a multiple of $5,000) of the
within bond and all rights thereunder, and hereby irrevocably constitutes and
appoints _________, attorney, to transfer the within bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by an eligible guarantor
institution participating in a
Securities Transfer Association
recognized signature guarantee
program.
NOTICE: The signature of this
assignment must correspond with the
name as it appears upon the face of the
within bond in every particular,
without alteration or enlargement or
any change whatever.
(End of Form of 2021 Bond)
The 2021 Bonds may, in compliance with all applicable laws, initially be issued and held
in book-entry form on the books of the central depository system, The Depository Trust
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Company, its successors, or any successor central depository system appointed by the
Commission from time to time (the “Clearing Agency”), without physical distribution of bonds
to the purchasers. The following provisions of this Section apply in such event.
One definitive 2021 Bond of each maturity shall be delivered to the Clearing Agency (or
its agent) and held in its custody. The Unit and the Registrar and Paying Agent may, in
connection therewith, do or perform or cause to be done or performed any acts or things not
adverse to the rights of the holders of the 2021 Bonds as are necessary or appropriate to
accomplish or recognize such book-entry form 2021 Bonds.
During any time that the 2021 Bonds remain and are held in book-entry form on the
books of a Clearing Agency, (1) any such 2021 Bond may be registered upon the Registration
Record in the name of such Clearing Agency, or any nominee thereof, including Cede & Co.; (2)
the Clearing Agency in whose name such 2021 Bond is so registered shall be, and the Unit, the
Commission and the Registrar and Paying Agent may deem and treat such Clearing Agency as,
the absolute owner and holder of such 2021 Bond for all purposes of this resolution, including,
without limitation, the receiving of payment of the principal of and interest and premium, if any,
on such 2021 Bond, the receiving of notice and the giving of consent; (3) neither the Unit or the
Commission nor the Registrar or Paying Agent shall have any responsibility or obligation
hereunder to any direct or indirect participant, within the meaning of Section 17(a) of the
Securities Exchange Act of 1933, as amended, of such Clearing Agency, or any person on behalf
of which, or otherwise in respect of which, any such participant holds any interest in any 2021
Bond, including, without limitation, any responsibility or obligation hereunder to maintain
accurate records of any interest in any 2021 Bond or any responsibility or obligation hereunder
with respect to the receiving of payment of principal of or interest or premium, if any, on any
2021 Bond, the receiving of notice or the giving of consent; and (4) the Clearing Agency is not
required to present any 2021 Bond called for partial redemption, if any, prior to receiving
payment so long as the Registrar and Paying Agent and the Clearing Agency have agreed to the
method for noting such partial redemption.
If either the Commission receives notice from the Clearing Agency which is currently the
registered owner of the 2021 Bonds to the effect that such Clearing Agency is unable or
unwilling to discharge its responsibility as a Clearing Agency for the 2021 Bonds, or the
Commission elects to discontinue its use of such Clearing Agency as a Clearing Agency for the
2021 Bonds, then the Unit, the Commission and the Registrar and Paying Agent each shall do or
perform or cause to be done or performed all acts or things, not adverse to the rights of the
holders of the 2021 Bonds, as are necessary or appropriate to discontinue use of such Clearing
Agency as a Clearing Agency for the 2021 Bonds and to transfer the ownership of each of the
2021 Bonds to such person or persons, including any other Clearing Agency, as the holders of
the 2021 Bonds may direct in accordance with this resolution. Any expenses of such
discontinuance and transfer, including expenses of printing new certificates to evidence the 2021
Bonds, shall be paid by the Commission.
During any time that the 2021 Bonds are held in book-entry form on the books of a
Clearing Agency, the Registrar shall be entitled to request and rely upon a certificate or other
written representation from the Clearing Agency or any participant or indirect participant with
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respect to the identity of any beneficial owner of 2021 Bonds as of a record date selected by the
Registrar. For purposes of determining whether the consent, advice, direction or demand of a
registered owner of a 2021 Bond has been obtained, the Registrar shall be entitled to treat the
beneficial owners of the 2021 Bonds as the bondholders and any consent, request, direction,
approval, objection or other instrument of such beneficial owner may be obtained in the fashion
described in this resolution.
During any time that the 2021 Bonds are held in book-entry form on the books of the
Clearing Agency, the provisions of its standard form of Letter of Representations, if executed in
connection with the issuance of the 2021 Bonds, as amended and supplemented, or any Blanket
Issuer Letter of Representations filed by the Unit, or any successor agreement shall control on
the matters set forth therein. The Executive is authorized to execute and deliver such a Letter of
Representations. The Registrar, by accepting the duties of Registrar under this resolution, agrees
that it will (i) undertake the duties of agent required thereby and that those duties to be
undertaken by either the agent or the issuer shall be the responsibility of the Registrar, and (ii)
comply with all requirements of the Clearing Agency, including without limitation same day
funds settlement payment procedures. Further, during any time that the 2021 Bonds are held in
book-entry form, the provisions of this Section shall control over conflicting provisions in any
other section of this resolution.
SECTION 7. Sale of Bonds. The 2021 Bonds shall be sold in a competitive sale or by
negotiation with a purchaser selected by the President of the Commission on advice of the
Commission’s municipal advisor, or pursuant to Indiana Code 5-1.4 or Indiana Code 5-1.5 as
determined by the President of the Commission on the advice of the Commission’s municipal
advisor. If sold by competitive sale, the Fiscal Officer shall cause to be published either (i) a
notice of sale once each week for two consecutive weeks in accordance with Ind. Code § 5-3-1-
2, in which case the date fixed for the sale shall not be earlier than fifteen (15) days after the first
of such publications and not earlier than three (3) days after the second of such publications, or
(ii) a notice of intent to sell bonds once each week for two weeks in accordance with Ind. Code §
5-1-11-2 and Ind. Code § 5-3-1-4 and in a newspaper of general circulation published in the
State capital, in which case bids may not be received more than ninety (90) days after the first of
such publications.
If sold by a competitive sale, any bids for the 2021 Bonds shall be sealed and shall be
presented to the Fiscal Officer or its designee in accord with the terms set forth in the sale notice.
Bidders for the 2021 Bonds shall be required to name the rate or rates of interest which the 2021
Bonds are to bear, which shall be the same for all 2021 Bonds maturing on the same date and the
interest rate bid on any maturity of 2021 Bonds must be no less than the interest rate bid on any
and all prior maturities, not exceeding seven percent (7.00%) per annum. The Fiscal Officer
shall award the 2021 Bonds to the bidder who offers the lowest interest cost, to be determined by
computing the total interest on all the 2021 Bonds to their maturities and deducting therefrom the
premium bid, if any, or adding thereto the amount of the discount, if any. No bid for less than
ninety-nine and one-half percent (99.5%) of the par value of the 2021 Bonds, plus accrued
interest, shall be considered. The Fiscal Officer may require that all bids be accompanied by
certified or cashier’s checks payable to the order of the Commission, or a surety bond, in an
amount not to exceed one percent of the aggregate principal amount of the 2021 Bonds as a
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guaranty of the performance of said bid, should it be accepted. In the event no satisfactory bids
are received on the day named in the sale notice, the sale may be continued from day to day
thereafter for a period of thirty (30) days without re-advertisement; provided, however, that if
said sale is continued, no bid shall be accepted which offers an interest cost which is equal to or
higher than the best bid received at the time fixed for sale in the bond sale notice. The Fiscal
Officer shall have full right to reject any and all bids.
If the 2021 Bonds are sold by negotiated sale, the President of the Commission is
authorized to negotiate and execute a bond purchase agreement with the selected purchaser on
terms recommended by the Commission’s municipal advisor, consistent with the parameters set
forth in this Resolution.
Notwithstanding anything in this Resolution to the contrary and in lieu of a public sale of
the 2021 Bonds pursuant to this Section, the 2021 Bonds may, in the discretion of the President
of the Commission, based upon the advice of the Commission’s municipal advisor, be sold either
to the Indiana Bond Bank pursuant to Indiana Code 5-1.5 or the City of Carmel Local Public
Improvement Bond Bank pursuant to Indiana Code 5-1.4 (either such entity, the “Bond Bank”).
In the event of such determination of sale to the Bond Bank, the 2021 Bonds shall be sold to the
Bond Bank in such denomination or denominations as the Bond Bank may request, and pursuant
to a qualified entity purchase agreement (the “Purchase Agreement”) between the Commission
and the Bond Bank, hereby authorized to be entered into and executed by the President of the
Commission, subsequent to the date of the adoption of this Resolution. Such Purchase
Agreement may set forth the definitive terms and conditions for such sale, but all of such terms
and conditions must be consistent with the terms and conditions of this Resolution, including
without limitation, the interest rate or rates on the 2021 Bonds which shall not exceed the
maximum rate of interest for the 2021 Bonds authorized pursuant to this Resolution. 2021 Bonds
sold to the Bond Bank shall be accompanied by all documentation required by the Bond Bank
pursuant to the provisions of Indiana Code 5-1.5 or 5-1.4, as applicable, and the Purchase
Agreement, including, without limitation, an approving opinion of nationally recognized bond
counsel, certification and guarantee of signatures and certification as to no litigation pending, as
of the date of delivery of the 2021 Bonds to the Bond Bank, challenging the validity or issuance
of the 2021 Bonds. In the event the Commission determines to sell the 2021 Bonds to the Bond
Bank, the submission of an application to the Bond Bank, the entry by the Commission into the
Purchase Agreement, and the execution and delivery of the Purchase Agreement on behalf of the
Commission by the President of the Commission in accordance with this Resolution are hereby
authorized, approved and ratified
After the 2021 Bonds have been properly sold and executed, the Fiscal Officer shall
receive from the purchasers payment for the 2021 Bonds and shall provide for delivery of the
2021 Bonds to the purchasers.
In connection with the sale of the 2021 Bonds, the Executive and the Fiscal Officer and
the officers of the Commission are each authorized to take such actions and to execute and
deliver such agreements and instruments as they deem advisable to obtain a rating and/or to
obtain bond insurance for the 2021 Bonds, and the taking of such actions and the execution and
delivery of such agreements and instruments are hereby approved.
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The Fiscal Officer is hereby authorized and directed to obtain a legal opinion as to the
validity of the 2021 Bonds from Barnes & Thornburg LLP, and to furnish such opinion to the
purchasers of the 2021 Bonds or to cause a copy of said legal opinion to be printed on each 2021
Bond. The cost of such opinion shall be paid out of the proceeds of the 2021 Bonds.
SECTION 8. Funds and Accounts.
(a) Use of Bond Proceeds; Project Fund. Any accrued interest and capitalized
interest received at the time of delivery of the 2021 Bonds will be deposited to the Revenues
Account of the Bond Fund as defined below and applied to payments on the 2021 Bonds on the
first interest payment date. The remaining proceeds received from the sale of the 2021 Bonds
shall be deposited in the fund hereby created and designated as the “City of Carmel
Redevelopment District Project Fund” (the “Project Fund”), which shall consist of an account
created and designated as the “2021 Construction Account” (the “Construction Account”). Net
proceeds (after funding any required reserve account) of any series of 2021 Bonds issued to
finance the Projects shall be deposited in the Construction Account, together with all investment
earnings thereon, shall be expended by the Commission only for the purpose of paying expenses
incurred in connection with the Projects and on account of the sale and issuance of such series of
the 2021 Bonds. Any balance remaining in the Construction Account after the completion of the
Projects which is not required to meet unpaid obligations incurred in connection therewith and
on account of the sale and issuance of the 2021 Bonds may be used to pay debt service on the
2021 Bonds or otherwise used as permitted by law.
(b) Bond Fund. (i) There is hereby created a separate fund, designated as the “City of
Carmel Redevelopment District Bond Fund” (the “Bond Fund”), which shall consist of an
account created and designated as the “Special Tax Account” (the “Special Tax Account”), an
account created and designated as the “Revenues Account” (the “Revenues Account”), and (if
necessary), an account created and designated as the “Debt Service Reserve Account” (the
“Reserve Account”). Funds deposited into the Bond Fund shall be applied to the payment of the
principal of and interest on the 2021 Bonds, and all other bonds payable from the Special Tax
and/or other revenues of the Commission as contemplated hereby, and to no other purpose not
allowed under Ind. Code § 36-7-14-27. As the Special Tax is collected, it shall be deposited and
accumulated in the Special Tax Account.
(ii) If at the time of the sale of any series of the 2021 Bonds it is determined by the
President of the Commission, with the advice of the Commission’s municipal advisor, to
establish a Reserve Account for such series of the 2021 Bonds, then the Reserve Account, with
appropriate series designation for such series of 2021 Bonds, shall be established, and there shall
be set aside from the proceeds of such series of 2021 Bonds and deposited in the Reserve
Account an amount of money that shall be required to maintain the Reserve Account in the full
amount of the Debt Service Reserve Requirement (as defined below). No deposit need be made
in the Reserve Account so long as there shall be on deposit therein a sum equal to the amount
determined by the financial advisor to be required to adequately secure that series of the 2021
Bonds (the “Debt Service Reserve Requirement”). All money in the Reserve Account shall be
used and withdrawn by the District solely for the purpose of making deposits into the Revenues
Account, in the event of any deficiency at any time in such account and the Special Tax Account,
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or for the purpose of paying the interest on or principal of or redemption premiums, if any, on the
2021 Bonds, in the event that no other money is lawfully available therefor. Any amount in the
Reserve Account in excess of the Debt Service Reserve Requirement shall be withdrawn from
the Reserve Account and deposited in the Revenues Account. Money in the Reserve Account
shall also be available to make the final payments of interest and principal on the 2021 Bonds.
The Commission at its option may satisfy any Debt Service Reserve Required with a surety
bond, letter of credit or other financial instrument on terms and conditions recommended by the
Commission’s municipal advisor.
SECTION 9. Reduction of Special Tax Levy and Pledge of Certain Other Revenues.
The amount of the levy under Ind. Code § 36-7-14-27 each year of the Special Tax applicable to
making payments on the 2021 Bonds as set forth in the budget of the Commission formulated
pursuant to Ind. Code § 36-7-14-28 shall be reduced, as provided in Ind. Code § 36-7-14-27, by
available revenues of the Commission to the extent such revenues have been set aside and
designated by the Commission for such purpose in the Revenues Account. The Commission
reasonably expects to pay debt service on the 2021 Bonds from available revenues of the
Commission, including TIF Revenues, deposited in the Revenues Account. The Commission
hereby covenants to levy the Special Tax each year payments are due with respect to the 2021
Bonds to the extent the revenues of the Commission described herein are not sufficient (a) to
timely pay the principal of and interest on the 2021 Bonds, and (b) to replenish any deficiency in
the Reserve Account to the Debt Service Reserve Requirement, if a Reserve Account and Debt
Service Reserve Requirement are established. Any officer of the Commission is authorized to
enter into such agreements or undertakings as such officer deems necessary or appropriate to
further effectuate such pledge of the Special Tax hereunder.
The amounts reasonably expected to be available and so designated in the Revenues
Account of the Bond Fund shall be determined at the time the budget and tax levy for a given
year is finally fixed, and such amounts shall be used for no purpose except as contemplated
above and are hereby pledged by the Commission when deposited into the Revenues Account to
the payment of the 2021 Bonds, such pledge being effective as set forth in Ind. Code § 5-1-14-4
without the necessity of filing or recording this resolution or any other instrument except in the
records of the Commission.
If necessary in order to facilitate the deposit of certain TIF Revenues into the Revenues
Account, the President or Vice President of the Commission are hereby authorized to execute,
and the Secretary of the Commission is authorized to attest, a revenue deposit agreement
reflecting the 2021 Amendments, in a form and substance acceptable to the officers of the
Commission executing the same, based upon the advice of counsel to the Commission, with such
approval to be conclusively evidenced by the execution thereof by such officers of the
Commission.
SECTION 10. Defeasance. If, when the 2021 Bonds or any portion thereof shall
have become due and payable in accordance with their terms or shall have been duly called for
redemption or irrevocable instructions to call the 2021 Bonds or any portion thereof for
redemption have been given, and the whole amount of the principal, premium, if any, and the
interest so due and payable upon such bonds or any portion thereof then outstanding shall be
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paid, or (i) cash, or (ii) direct non-callable obligations of or unconditionally guaranteed by
(including obligations issued or held in book entry form on the books of) the U.S. Department of
the Treasury, and to the extent permitted by Indiana law and by each rating agency maintaining a
rating on the 2021 Bonds, Refcorp interest strips, CATS, TIGRS, STRPS, defeased municipal
bonds or other investments rated in the highest category for such obligations by Standard &
Poor’s Corporation or Moody’s Investors Service (or any combination thereof), the principal of
and the interest on which when due without reinvestment will provide sufficient money, or (iii)
any combination of the foregoing, shall be held irrevocably in trust for such purpose, and
provision shall also be made for paying all fees and expenses for the payment, then and in that
case the 2021 Bonds or such designated portion thereof shall no longer be deemed outstanding or
secured by this resolution.
SECTION 11. Tax Matters. In order to preserve the exclusion of interest on any
series of the 2021 Bonds from the gross income of the owners thereof for federal income tax
purposes and as an inducement to purchasers of any such series of the 2021 Bonds, the
Commission represents, covenants and agrees that:
(a) No more than five percent (5.00%) of the proceeds of any such
series of 2021 Bonds or the interest thereon is directly or indirectly (i) secured by
any interest in (A) property used for a Private Use (in which a person or entity
other than the Issuer or another governmental unit within the meaning of Section
141(b)(6) or Section 150(a)(2) of the Code will own property financed by any
such series of 2021 Bond proceeds or will have actual or beneficial use of such
property pursuant to a lease, a management or incentive payment contract, an
arrangement such as take-or-pay or output contract or any other type of
arrangement that differentiates that person’s or entity’s use of such property from
the use by the public at large), or (B) payments in respect of such property, or (ii)
to be derived from payments (whether or not to the Issuer) in respect of property,
or borrowed money, used or to be used for a Private Use.
(b) No proceeds of any such series of the 2021 Bonds will be loaned to
any entity or person other than a state or local governmental unit. No proceeds of
any such series of the 2021 Bonds will be transferred, directly or indirectly, or
deemed transferred to a non-governmental person in any manner that would in
substance constitute a loan of the proceeds of any such series of the 2021 Bonds.
(c) The Commission and the Unit will not take any action or fail to
take any action with respect to any such series of the 2021 Bonds that would
result in the loss of the exclusion from gross income for federal income tax
purposes of interest on any such series of the 2021 Bonds pursuant to Section 103
of the Internal Revenue Code of 1986, as amended (the “Code”), and the
regulations thereunder as applicable to such series of the 2021 Bonds, including,
without limitation, the taking of such action as is necessary to rebate or cause to
be rebated arbitrage profits on the proceeds of such series of the 2021 Bonds, or
other monies treated as proceeds of such series of the 2021 Bonds, to the federal
government as provided in Section 148 of the Code, and will set aside such
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monies, which may be paid from investment income on funds and accounts
notwithstanding anything else to the contrary herein, in trust for such purposes.
(d) The Unit will file an information report on Form 8038-G with the
Internal Revenue Service as required by Section 149 of the Code, in connection
with any such series of the 2021 Bonds.
(e) The Commission and the Unit will not make any investment or do
any other act or thing during the period that any such series of the 2021 Bonds are
outstanding hereunder which would cause any of such series of the 2021 Bonds to
be an “arbitrage bond” within the meaning of Section 148 of the Code and the
regulations thereunder as applicable to such series of the 2021 Bonds.
Notwithstanding any other provisions of this resolution, the foregoing covenants and
authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on a
series of the 2021 Bonds from gross income under federal income tax law (the “Tax Exemption”)
need not be complied with to the extent the Unit receives an opinion of nationally recognized
bond counsel that compliance with such Tax Section is unnecessary to preserve the Tax
Exemption on such series of the 2021 Bonds from the gross income of the owners thereof for
federal tax purposes under Section 103 of the Code.
Notwithstanding any other provision of this resolution to the contrary, the Unit may elect
to issue a series of the 2021 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 the 2021 Bonds, by making
such election on the date of delivery of such series of the 2021 Bonds. In such case, the Tax
Sections in this resolution shall not apply to such series of the 2021 Bonds.
SECTION 12. Amendments. Subject to the terms and provisions contained in
this section, and not otherwise, the owners of not less than sixty-six and two-thirds percent
(66-2/3%) in aggregate principal amount of the 2021 Bonds then outstanding shall have the right,
from time to time, to consent to and approve the adoption by the Commission of such resolution
or resolutions supplemental hereto as shall be deemed necessary or desirable by the Commission
for the purpose of amending in any particular any of the terms or provisions contained in this
resolution, or in any supplemental resolution; provided, however, that nothing herein contained
shall permit or be construed as permitting:
(a) An extension of the maturity of the principal of or interest or
premium, if any, on any 2021 Bond or an advancement of the earliest redemption
date on any 2021 Bond, without the consent of the holder of each 2021 Bond so
affected; or
(b) A reduction in the principal amount of any 2021 Bond or the
redemption premium or 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 2021 Bond so affected; or
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(c) A preference or priority of any 2021 Bond over any other 2021
Bond, without the consent of the holders of all 2021 Bonds then outstanding; or
(d) A reduction in the aggregate principal amount of the 2021 Bonds
required for consent to such supplemental resolution, without the consent of the
holders of all 2021 Bonds then outstanding.
If the Commission shall desire to obtain any such consent, it shall cause the Registrar to
mail a notice, postage prepaid, to the addresses appearing on the Registration Record. Such
notice shall briefly set forth the nature of the proposed supplemental resolution and shall state
that a copy thereof is on file at the office of the Registrar for inspection by all owners of the 2021
Bonds. The Registrar shall not, however, be subject to any liability to any owners of the 2021
Bonds by reason of its failure to mail such notice, and any such failure shall not affect the
validity of such supplemental resolution when consented to and approved as herein provided.
Whenever at any time within one year after the date of the mailing of such notice, the
Commission shall receive any instrument or instruments purporting to be executed by the owners
of the 2021 Bonds of not less than sixty-six and two-thirds per cent (66-2/3%) in aggregate
principal amount of the 2021 Bonds then outstanding, which instrument or instruments shall
refer to the proposed supplemental resolution described in such notice, and shall specifically
consent to and approve the adoption thereof in substantially the form of the copy thereof referred
to in such notice as on file with the Registrar, thereupon, but not otherwise, the Commission may
adopt such supplemental resolution in substantially such form, without liability or responsibility
to any owners of the 2021 Bonds, whether or not such owners shall have consented thereto.
No owner of any 2021 Bond shall have any right to object to the adoption of such
supplemental resolution or to object to any of the terms and provisions contained therein or the
operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin
or restrain the Commission or its officers from adopting the same, or from taking any action
pursuant to the provisions thereof. Upon the adoption of any supplemental resolution pursuant to
the provisions of this section, this resolution shall be, and shall be deemed, modified and
amended in accordance therewith, and the respective rights, duties and obligations under this
resolution of the Commission and the Unit and all owners of 2021 Bonds then outstanding shall
thereafter be determined, exercised and enforced in accordance with this resolution, subject in all
respects to such modifications and amendments.
Notwithstanding anything contained in the foregoing provisions of this resolution, the
rights, duties and obligations of the Commission and the Unit and of the owners of the 2021
Bonds, and the terms and provisions of the 2021 Bonds and this resolution, or any supplemental
resolution, may be modified or amended in any respect with the consent of the Commission and
the consent of the owners of all the 2021 Bonds then outstanding.
Without notice to or consent of the owners of the 2021 Bonds, the Commission may,
from time to time and at any time, adopt such resolutions supplemental hereto as shall not be
inconsistent with the terms and provisions hereof (which supplemental resolutions shall
thereafter form a part hereof),
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(a) To cure any ambiguity or formal defect or omission in this
resolution or in any supplemental resolution; or
(b) To grant to or confer upon the owners of the 2021 Bonds any
additional rights, remedies, powers, authority or security that may lawfully be
granted to or conferred upon the owners of the 2021 Bonds; or
(c) To procure a rating on the 2021 Bonds from a nationally
recognized securities rating agency designated in such supplemental resolution, if
such supplemental resolution will not adversely affect the owners of the 2021
Bonds; or
(d) To obtain or maintain bond insurance with respect to the 2021
Bonds; or
(e) To provide for the current refunding or advance refunding of the
2021 Bonds; or
(f) To make any other change which, in the determination of the
Commission in its sole discretion, is not to the prejudice of the owners of the 2021
Bonds.
SECTION 13. Approval of Official Statement and Continuing Disclosure
Undertaking. If required in order to comply with the requirements of the SEC Rule (defined
below), the Fiscal Officer is hereby authorized to deem final an official statement with respect to
the 2021 Bonds, as of its date, in accordance with the provisions of Rule 15c2-12 of the United
States Securities and Exchange Commission, as amended (the “SEC Rule”), subject to
completion as permitted by the SEC Rule, and the Commission further authorizes the distribution
of the deemed final official statement, and the execution, delivery and distribution of such
document as further modified and amended with the approval of the Fiscal Officer in the form of
a final official statement.
In order to assist any underwriter of the 2021 Bonds in complying with paragraph (b)(5)
of the SEC Rule by undertaking to make available appropriate disclosure about the Commission
and the Unit and the 2021 Bonds to participants in the municipal securities market, the
Commission hereby covenants, agrees and undertakes, in accordance with the SEC Rule, unless
excluded from the applicability of the SEC Rule or otherwise exempted from the provisions of
paragraph (b)(5) of the SEC Rule, that it will comply with and carry out all of the provisions of
the Continuing Disclosure Contract. “Continuing Disclosure Contract” shall mean that certain
continuing disclosure contract executed by the Commission and dated the date of issuance of the
2021 Bonds, as originally executed and as it may be amended from time to time in accordance
with the terms thereof. The execution and delivery by the Commission of the continuing
disclosure contract, and the performance by the Commission of its obligations thereunder by or
through any employee or agent of the Commission or the Unit, are hereby approved, and the
Commission shall comply with and carry out the terms thereof.
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SECTION 14. Other Actions; Documents. Any officer of the Commission is
authorized to take such further actions and execute such further documents as such officer deems
necessary or appropriate to effectuate the transactions authorized in this Resolution.
SECTION 15. No Conflict. All resolutions and orders or parts thereof in conflict
with the provisions of this resolution are to the extent of such conflict hereby repealed. After the
issuance of the 2021 Bonds and so long as any of the 2021 Bonds or interest or premium, if any,
thereon remains unpaid, except as expressly provided herein, this resolution shall not be repealed
or amended in any respect which will adversely affect the rights of the holders of the 2021
Bonds, nor shall the Commission adopt any law or resolution which in any way adversely affects
the rights of such holders.
SECTION 16. Severability. If any section, paragraph or provision of this
resolution shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the remaining
provisions of this resolution.
SECTION 17. Non-Business Days. If the date of making any payment or the last
date for performance of any act or the exercising of any right, as provided in this resolution, shall
be a Saturday, Sunday, legal holiday or a day on which banking institutions in the Unit or the
jurisdiction in which the Registrar or Paying Agent is located are typically closed, such payment
may be made or act performed or right exercised on the next succeeding business day with the
same force and effect as if done on the nominal date provided in this resolution, and no interest
shall accrue for the period after such nominal date.
SECTION 18. Interpretation. Unless the context or laws clearly require
otherwise, references herein to statutes or other laws include the same as modified, supplemented
or superseded from time to time.
SECTION 19. Effectiveness. This resolution shall be in full force and effect from
and after its passage.
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Passed and adopted this 20th day of January, 2021.
CITY OF CARMEL REDEVELOPMENT
COMMISSION
President
Vice President
Member
Member
Member
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EXHIBIT A
DESCRIPTION OF THE PROJECTS
The projects consist of the construction, renovation, improvement and equipping of
various redevelopment and economic development projects throughout the City including but not
limited to land acquisition, site preparation, other on-site improvements, road and utility
infrastructure improvements, utility relocation, parking facilities and other local public
improvements
DMS 18922699.2
DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD