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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 DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 2 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. DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 3 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 DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 4 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 DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 5 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 DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 6 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 DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 7 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 DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 8 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.] DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 9 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.] DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 10 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 DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 11 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 DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 12 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 DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 13 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 DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 14 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. DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 15 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, DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 16 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 DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 17 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 DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 18 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 DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 19 (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), DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 20 (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. DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 21 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. DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD 22 Passed and adopted this 20th day of January, 2021. CITY OF CARMEL REDEVELOPMENT COMMISSION President Vice President Member Member Member DocuSign Envelope ID: 85384490-EE88-4D4B-816B-7E457EAF2DFD A-1 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