HomeMy WebLinkAboutD-2709-24 Carmel Water Refunding 2024 - EXECUTED
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SPONSOR: Councilor Green
AMENDED AND RESTATED
ORDINANCE D-2709-24
AN AMENDED AND RESTATED (FROM ITS INTRODUCTION)
ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL,
INDIANA, AUTHORIZING THE REFUNDING OF PRIOR WATERWORKS
REVENUE BONDS OF THE CITY OF CARMEL, INDIANA, AUTHORIZING THE
ISSUANCE OF THE CITY OF CARMEL, INDIANA TAXABLE WATERWORKS
REFUNDING REVENUE BONDS, SERIES 2024A, AND THE CITY OF CARMEL,
INDIANA TAX-EXEMPT WATERWORKS REVENUE AND REFUNDING REVENUE
BONDS, SERIES 2024B, TO PROVIDE FUNDS FOR THE PAYMENT OF COSTS
THEREOF, AND ADDRESSING OTHER MATTERS CONNECTED THEREWITH
Synopsis:
Bond Ordinance permitting the issuance of Waterworks Refunding Revenue Bonds of the City to
refund outstanding Waterworks Bonds of the City
and adding New Money for Additional Projects (Restated from its Introduction by extending the
possible maturity date of the Tax-Exempt Bonds to May 1, 2054)
WHEREAS, the City of Carmel, Indiana (the “City”) has heretofore established,
constructed and financed a municipal waterworks and now owns and operates said waterworks
(the “Waterworks”) pursuant to Indiana Code 8-.1.5, as amended, and other applicable laws (the
“Act”); and
WHEREAS, the Common Council of the City (the “Council”) hereby now finds: (i) that
the acquisition, construction and installation of certain improvements for the Waterworks, as set
forth in Exhibit A (the “Project”), are necessary; (ii) that plans, specifications and cost estimates
for the Project (the “Engineering Report”) have been prepared by the engineer (the “Engineer”),
employed by the City for the acquisition, construction and installation of the Project, and (iii) that
the Engineering Report has been or will be submitted to all government authorities having
jurisdiction, particularly the Indiana Department of Environmental Management (“IDEM”), if and
to the extent IDEM approval is required under Indiana law, and has been or will be approved by
the aforesaid government authorities; and
WHEREAS, the City will advertise for and receive bids for the construction of the Project,
and such bids will be subject to the Council’s determination to acquire, construct and install the
Project and the City obtaining funds for the Project; and
WHEREAS, on the basis of the Engineer’s estimates, the cost of the Project, including
incidental expenses, is in an amount not to exceed $20,000,000; and
WHEREAS, the Council hereby finds that certain hereinafter described outstanding bonds
of the Waterworks of the City should be refunded to enable the City to restructure all remaining
outstanding bonds of the Waterworks so that they will be on parity with each other; that the
refunding of those outstanding bonds, together with redemption premium and accrued interest
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thereon and including all costs related to the refunding cannot be provided for out of funds of the
Waterworks now on hand and the refunding should be accomplished by the issuance of revenue
bonds of the Waterworks; and
WHEREAS, the Council finds that there are now outstanding bonds of the City’s
Waterworks payable out of the revenues therefrom, designated “City of Carmel, Indiana Amended
Waterworks Revenue Bonds of 2008 (Current Interest Bonds),” dated September 22, 2008,
originally issued in the amount of $63,770,000 (the “2008 Current Interest Bonds”), now
outstanding in the aggregate principal amount of $37,865,000, authorized and issued pursuant to
Ordinance No. D-1-1887-08 as Amended, adopted by the Council on July 7, 2008, and as further
amended by Ordinance No. D-2305-16, adopted by the Council on August 1, 2016 (collectively,
the “2008 Bond Ordinance”); and
WHEREAS, the 2008 Current Interest Bonds are not redeemable until May 1, 2026 for
Bonds maturing on or after May 1, 2027, but may be advanced refunded as taxable bonds; and
WHEREAS, the Council finds that there are now outstanding bonds of the City’s
Waterworks payable out of the revenues therefrom, designated “City of Carmel, Indiana Junior
Waterworks Revenue Bonds of 2008, Series A,” dated September 22, 2008, originally issued in
the amount of $20,667,342 (the “2008 Capital Appreciation Bonds”), now outstanding in the
aggregate principal amount of $20,644,480, authorized and issued pursuant to the 2008 Bond
Ordinance; and
WHEREAS, the 2008 Capital Appreciation Bonds are not redeemable prior to maturity,
but may be advanced refunded as taxable bonds; and
WHEREAS, the Common Council finds that there are now outstanding bonds of the City’s
Waterworks and payable out of the revenues therefrom designated “Junior Waterworks Revenue
Bonds of 2012,” dated February 9, 2012, originally issued in the amount of $21,625,000 (the “2012
Bonds”), now outstanding in the aggregate principal amount of $13,035,000, authorized by
Ordinance No. D-2070-11 adopted by the Council on December 19, 2011, as amended by
Ordinance No. D-2080-12, adopted by the Council on January 23, 2012; and
WHEREAS, the 2012 Bonds may be redeemed, at the option of the City, in whole or in
part, on May 1, 2022, or any date thereafter, at a redemption price of one hundred percent (100%)
of the principal amount to be redeemed, plus accrued interest to the date of redemption; and
WHEREAS, the Council finds that there are now outstanding bonds of the City’s
Waterworks payable out of the revenues therefrom designated “Junior Waterworks Refunding
Revenue Bonds of 2017,” dated August 30, 2017, originally issued in the amount of $13,000,000
(the “2017 Bonds”), authorized by Ordinance No. D-2364-17 adopted by the Council on May 15,
2017;
WHEREAS, the Council finds that there are now outstanding bond anticipation notes
designated the “Amended and Restated Waterworks Revenue Bond Anticipation Notes, Series
2019” (the “2019 BAN”), originally issued in the amount of $17,745,000, payable from the
issuance of bonds payable out of the revenues of the Waterworks authorized in the maximum
principal amount $18,000,000, authorized by Ordinance No. D-2486-19, adopted by the Council
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on November 18, 2019, as amended by Ordinance No. D-2689-23, adopted by the Council on
November 20, 2023 (collectively, the “2019 Ordinance”); and
WHEREAS, the 2019 BAN will mature on May 1, 2024; and
WHEREAS, the Council finds that there are now outstanding bonds of the City’s
Waterworks payable out of the revenues therefrom designated “Junior Waterworks Revenue
Bonds of 2021,” dated June 24, 2021, originally issued in the amount of $5,100,000 (the “2021
Bonds”), authorized by Ordinance No. D-2550-20, adopted by the Council on November 5, 2020
(the “2021 Ordinance”); and
WHEREAS, the 2017 Ordinance, the 2019 Ordinance and the 2021 Ordinance allow for
the issuance of additional bonds payable from the revenues of the Waterworks ranking on a parity
with the 2017 Bonds and the 2021 Bonds; and
WHEREAS, the Council finds that it may be beneficial to advance refund (i) the
outstanding 2008 Current Interest Bonds (the “2008 Refunded Current Interest Bonds”) and (ii)
the outstanding 2008 Capital Appreciation Bonds (the “2008 Refunded Capital Appreciation
Bonds”), and currently refund the (i) outstanding 2012 Bonds (the “2012 Refunded Bonds”) and
(ii) the outstanding 2019 BAN (the “2019 Refunded BAN”) (the 2008 Refunded Current Interest
Bonds, the 2008 Refunded Capital Appreciation Bonds, the 2012 Refunded Bonds and the 2019
Refunded BAN, collectively, the “Refunded Bonds”), pursuant the provisions of Indiana Code 5-
1-5 to enable the City to restructure the Refunded Bonds in order to have all of the Refunded Bonds
on parity with each other, and the City hereby authorizes the same by issuance of one or more
series of taxable advance refunding bonds in an amount not to exceed One Hundred Sixteen
Million Eight Hundred Sixty Thousand Dollars ($116,860,000) and one or more series of tax-
exempt revenue bonds and current refunding revenue bonds in an amount not to exceed Fifty
Million Five Hundred Thousand Twenty-Five Thousand Dollars ($50,525,000), all of which bonds
shall be on parity with the 2017 Bonds and the 2021 Bonds; and
WHEREAS, the conditions precedent to the issuance of additional revenue bonds set forth
in the 2017 Ordinance, the 2019 Ordinance and the 2021 Ordinance, as described above, will be
satisfied under this Ordinance for the issuance of such additional revenue bonds on parity with the
2017 Bonds and the 2021 Bonds; and
WHEREAS, upon the current and advance refunding of the Refunded Bonds, the 2017
Bonds and the 2021 Bonds shall no longer rank junior and subordinate to the 2024 Bonds (as
hereinafter defined); and
WHEREAS, upon the current and advance refunding of the Refunded Bonds, it is
appropriate to re-name the 2017 Bonds as the “City of Carmel, Indiana, Waterworks Refunding
Revenue Bonds of 2017” and to re-name the 2021 Bonds as the “City of Carmel, Indiana,
Waterworks Revenue Bonds of 2021;” and
WHEREAS, the Council now finds that all conditions precedent to the adoption of an
ordinance authorizing the issuance of revenue bonds have been complied with in accordance with
the applicable provisions of the Act.
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NOW, THEREFORE, BE IT ORDAINED by the Common Council of the City of Carmel,
Indiana, as follows:
SECTION 1. Issuance of New Money Bonds and 2024 Bonds. The City, being the
owner of and engaged in operating the Waterworks system of the City, now finds it necessary to
provide funds for the issuance of revenue bonds and refunding the Refunded Bonds in order to
restructure the Refunded Bonds as advised by the City’s municipal advisor, Baker Tilly Municipal
Advisors, LLC (the “Municipal Advisor”). The terms “works,” “utility” and “system” and other
like terms where used in this Ordinance shall be construed to mean and include all structures and
property of the City’s Waterworks utility.
SECTION 2. Authorization of Obligations.
(a) The City shall issue its “City of Carmel, Indiana Taxable Waterworks Refunding
Revenue Bonds, Series 2024A” (the “Taxable Bonds”), in one or more series, in an original
principal amount not to exceed One Hundred Sixteen Million Eight Hundred Sixty Thousand
Dollars ($116,860,000) as negotiable, fully registered bonds, for the purpose of procuring funds to
be applied to the costs of advance refunding the 2008 Refunded Current Interest Bonds and the
2008 Refunded Capital Appreciation Bonds, including without limitation all incidental expenses
incurred in connection therewith, the funding of a reserve account and the costs of selling and
issuing the Taxable Bonds. The City shall issue its “City of Carmel, Indiana Tax-Exempt
Waterworks Revenue and Refunding Revenue Bonds, Series 2024B” (the “Tax-Exempt Bonds”)
(the Taxable Bonds and the Tax-Exempt Bonds, collectively, the “2024 Bonds”), in one or more
series, in an original principal amount not to exceed Fifty Million Five Hundred Twenty-Five
Thousand Dollars ($50,525,000) as negotiable, fully registered bonds, for the purpose of procuring
funds for the Project and the costs of refunding the 2012 Refunded Bonds and the 2019 Refunded
BAN, including without limitation all incidental expenses incurred in connection therewith, the
funding of a reserve account and the costs of selling and issuing the Tax-Exempt Bonds. The 2024
Bonds shall rank on parity with the 2017 Bonds and the 2021 Bonds. Upon the issuance of the
2024 Bonds, no remaining outstanding bonds shall rank junior to any other remaining outstanding
bonds or to the 2024 Bonds, and any references to the 2017 Bonds and the 2021 Bonds thereafter
shall omit references to such junior status, such that the 2017 Bonds shall be named, “City of
Carmel, Indiana Waterworks Refunding Revenue Bonds of 2017,” and the 2021 Bonds shall be
named, “City of Carmel, Indiana Waterworks Revenue Bonds of 2021.”
(b) The Taxable Bonds shall be issued in denominations of Five Thousand Dollars ($5,000)
or any integral multiple thereof (or such higher denominations as may be determined by the Mayor
of the City (the “Executive”) at the time of the sale of the Taxable Bonds with the advice of the
City’s Municipal Advisor), numbered consecutively from 1 upward, and dated as of the first day
of the month in which they are sold or the date of delivery, as evidenced by the execution thereof.
The Taxable Bonds shall bear interest at a rate or rates not exceeding eight percent (8.00%) per
annum (the exact rate or rates to be determined by bidding or, if applicable, negotiations), and
interest shall be payable semiannually on May 1 and November 1 in each year, beginning on the
first May 1 or November 1 following the date of issuance of the Taxable Bonds, provided such
date of issuance is not after the fifteenth (15th) day of the month preceding such May 1 or
November 1. Interest on the Taxable Bonds shall be calculated according to a three hundred sixty
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(360) day calendar year containing twelve (12) thirty (30) day months. The Taxable Bonds shall
mature annually on May 1 of each year thereafter over a period ending not later than May 1, 2053,
as finally estimated, determined and fixed by the Executive or the fiscal officer of the City (the
“Fiscal Officer”) with the advice of the City’s municipal advisor, as evidenced by delivery of the
executed initial issue of the Taxable Bonds to the Registrar for authentication.
(c) The Tax-Exempt Bonds shall be issued in denominations of Five Thousand Dollars
($5,000) or any integral multiple thereof (or such higher denominations as may be determined by
the Executive at the time of the sale of the Tax-Exempt Bonds with the advice of the City’s
Municipal Advisor), numbered consecutively from 1 upward, and dated as of the first day of the
month in which they are sold or the date of delivery, as evidenced by the execution thereof. The
Tax-Exempt Bonds shall bear interest at a rate or rates not exceeding six percent (6.00%) per
annum (the exact rate or rates to be determined by bidding or, if applicable, negotiations), and
interest shall be payable semiannually on May 1 and November 1 in each year, beginning on the
first May 1 or November 1 following the date of issuance of the Tax -Exempt Bonds, provided
such date of issuance is not after the fifteenth (15th) day of the month preceding such May 1 or
November 1. Interest on the Tax-Exempt Bonds shall be calculated according to a three hundred
sixty (360) day calendar year containing twelve (12) thirty (30) day months. The Tax -Exempt
Bonds shall mature annually on May 1 of each year thereafter over a period ending not later than
May 1, 2054, as finally estimated, determined and fixed by the Executive or the Fiscal Officer with
the advice of the City’s municipal advisor, as evidenced by delivery of the executed initial issue
of the Tax-Exempt Bonds to the Registrar for authentication.
(d) All or a portion of each series of the 2024 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 Ordinance, 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 the 2024 Bonds, relative to the form of the 2024 Bonds contained in this Ordinance, to reflect
any mandatory sinking fund redemption and optional redemption terms.
SECTION 3. Pledge of Net Revenues; Payment of Principal and Interest. The 2024
Bonds, and any hereafter issued bonds ranking on a parity therewith, as to principal, premium, if
any, and interest, shall be payable solely from and are hereby secured by an irrevocable pledge of
and shall constitute a charge upon all the net revenues (defined as gross r evenues of the works
after deduction only for the payment of the reasonable expenses of operation, repair and
maintenance) of the works (the “Net Revenues”), on parity with the 2017 Bonds and the 2021
Bonds. The City shall not be obligated to pay the 2024 Bonds except from the Net Revenues, and
the 2024 Bonds shall not constitute an indebtedness of the City within the meaning of the
provisions and limitations of the constitution of the State of Indiana.
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All payments of interest on the 2024 Bonds shall be paid by check mailed one (1) business
day prior to the interest payment date to the registered owners thereof as of the fifteenth (15th) day
of the month preceding the interest payment date (the “Record Date”) at the addresses as they
appear on the registration and transfer books of the City kept for that purpose by the Registrar (the
“Registration Record”) or at such other address as is provided to the Paying Agent in writing by
such registered owner. Each registered owner of $1,000,000 or more in principal amount of the
2024 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 2024 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 the 2024 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 the 2024 Bonds shall be payable from the interest payment date to which interest
has been paid next preceding the authentication date thereof unless such 2024 Bonds are
authenticated after the Record Date for an interest payment date and on or before such interest
payment date in which case they shall bear interest from such interest payment date, or unless
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.
SECTION 4. Transfer and Exchange of 2024 Bonds. Each Refunding 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
Refunding 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 Refunding Bond or 2024 Bonds in the same aggregate principal amount, and of the same
maturity, shall be executed and delivered in the names 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 City except for any tax or governmental charge required to be paid with
respect to the transfer or exchange, which taxes or governmental charges are payable by the person
requesting such transfer or exchange. The City, the Registrar and the Paying Agent may treat and
consider the persons in whose names such 2024 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.
In the event any Refunding Bond is mutilated, lost, stolen or destroyed, the City 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 Refunding Bond for which it was issued, provided that, in the case of any mutilated
Refunding 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 Refunding Bond shall have matured, instead
of issuing a duplicate bond, the City and the Registrar may, upon receiving indemnity satisfactory
to them, pay the same without surrender thereof. The City and the Registrar may charge the owner
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of such Refunding Bond with their reasonable fees and expenses in this connection. Any
Refunding Bond issued pursuant to this paragraph shall be deemed an original, substitute
contractual obligation of the City, whether or not the lost, stolen or destroyed Refunding Bond
shall be found at any time, and shall be entitled to all the benefits of this Ordinance, equally and
proportionately with any and all other Refunding Bond issued hereunder.
SECTION 5. Registrar and Paving Agent. The Fiscal Officer is hereby authorized to
serve as, or to appoint a qualified financial institution to serve as, Registrar and Paying Agent for
the 2024 Bonds (together with any successor, the “Registrar” or “Paying Agent”). The Registrar
is hereby charged with the responsibility of authenticating the 2024 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 a Registrar and Paying Agent. The Fiscal Officer is further
authorized to pay such fees and the institution may charge for the services it provides as Registrar
and Paying Agent and such fees may be paid from the Taxable Bonds Sinking Fund or the Tax-
Exempt Bonds Sinking Fund established to pay the principal of and interest on the respective series
of the 2024 Bonds as fiscal agency charges.
The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent by
giving thirty (30) days’ written notice to the City and by first-class mail to each registered owner
of the 2024 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 City.
Such notice to the City may be served personally or 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
City, in which event the City may appoint a successor Registrar and Paying Agent. The City shall
notify each registered owner of the 2024 Bonds then outstanding of the removal of the Registrar
and Paying Agent. Notices to the registered owners of the 2024 Bonds shall be deemed to be given
when mailed by first-class mail to the addresses of such registered owners as they appear on the
Registration Record. Any predecessor Registrar and Paying Agent shall deliver all the 2024 Bonds,
cash and investments related thereto in its possession and the Registration Record to the successor
Registrar and Paying Agent.
SECTION 6. Terms of Redemption. The 2024 Bonds may be made redeemable at
the option of the City on thirty (30) days’ notice, in whole or in part, in any order of maturities
selected by the City and by lot within a maturity, on dates and with premiums, if any, and other
terms as finally determined by the Executive or the Fiscal Officer with the advice of the City’s
municipal advisor, as evidenced by delivery of the executed initial issue of the 2024 Bonds to the
Registrar for authentication.
Official notice of such redemption shall be mailed by the Registrar and Paying Agent by
certified or registered mail at least thirty (30) days prior to the date fixed for redemption except to
the extent such redemption notice is waived by owners of the 2024 Bonds redeemed, provided,
however, that failure to give such notice by mailing, or any defect therein, with respect to any
Refunding Bond shall not affect the validity of any proceedings for the redemption of any other
2024 Bonds. Such notice shall be mailed to the address of the registered owner as shown on the
Registration Record as of the date which is forty-five (45) days prior to such redemption date for
such 2024 Bonds. The notice shall specify the date and place of redemptio n, the redemption price
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and the CUSIP numbers of the 2024 Bonds called for redemption. The place of redemption may
be determined by the City. Interest on the 2024 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 2024 Bonds shall no longer
be protected by this Ordinance and shall not be deemed to be outstanding hereunder, and the
holders thereof shall have the right only to receive the redemption price.
All 2024 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 Refunding 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 2024 Bonds or portions thereof called for redemption, including
accrued interest thereon to the redemption date. No payment shall be made upon any Refunding
Bond or portion thereof called for redemption until such Refunding Bond shall have been delivered
for payment or cancellation or the Registrar shall have received the items required by this
Ordinance with respect to any mutilated, lost, stolen or destroyed bond.
SECTION 7. Execution and Negotiability. The 2024 Bonds shall be signed in the
name of the City by the manual or facsimile signature of the Executive, and attested by the manual
or facsimile signature of the Fiscal Officer, who also shall affix the seal of the City 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 thereon shall cease to be such officer before the
delivery of the 2024 Bonds, such signature shall nevertheless be valid and sufficient for all
purposes as if such officer had remained in office until such delivery.
The 2024 Bonds shall also be authenticated by the manual signature of the Registrar, and
no Refunding Bond shall be valid or become obligatory for any purpose until the certificate of
authentication thereon has been so executed.
The 2024 Bonds shall have all of the qualities and incidents of negotiable instruments under
the laws of the State of Indiana, subject to the provisions for registration herein.
SECTION 8. Authorization for Book-Entry System. The 2024 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 Company, its successors, or any successor
central depository system appointed by the City 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 Refunding Bond of each maturity shall be delivered to the Clearing Agency
(or its agent) and held in its custody. The City and Registrar may, in connection herewith, do or
perform or cause to be done or performed any acts or things not adverse to the rights of the holders
of the 2024 Bonds as are necessary or appropriate to accomplish or recognize such book-entry
form 2024 Bonds.
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During any time that the 2024 Bonds are held in book-entry form on the books of a Clearing
Agency, (1) any such Refunding 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 Refunding Bond is so registered shall be, and the City and the Registrar and
Paying Agent may deem and treat such Clearing Agency as, the absolute owner and holder of such
Refunding Bond for all purposes of this Ordinance, including, without limitation, the receiving of
payment of the principal of and interest and premium, if any, on such Refunding Bond, the
receiving of notice and the giving of consent; (3) neither the City nor the Registrar or Paying Agent
shall have any responsibility or obligation hereunder to any direct or indirect participant, within
the meaning of Section 17A of the Securities Exchange Act of 1934, 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 Refunding Bond, including, without limitation, any responsibility or
obligation hereunder to maintain accurate records of any interest in any Refunding 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 Refunding Bond, the receiving of notice or the giving of
consent; and (4) the Clearing Agency is not required to present any Refunding 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 City receives notice from the Clearing Agency which is currently the registered
owner of the 2024 Bonds to the effect that such Clearing Agency is unable or unwilling to
discharge its responsibility as a Clearing Agency for the 2024 Bonds, or the City elects to
discontinue its use of such Clearing Agency as a Clearing Agency for the 2024 Bonds, then the
City 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 2024 Bonds, as are necessary or
appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the 2024 Bonds
and to transfer the ownership of each of the 2024 Bonds to such person or persons, including any
other Clearing Agency, as the holder of the 2024 Bonds may direct in accordance with this
Ordinance. Any expenses of such discontinuance and transfer, including expenses of printing new
certificates to evidence the 2024 Bonds, shall be paid by the City.
During any time that the 2024 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 respect to
the identity of any beneficial owner of the 2024 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 Refunding Bond has been obtained, the Registrar shall be entitled to treat the beneficial
owners of the 2024 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 Ordinance.
During any time that the 2024 Bonds are held in book-entry form on the books of a Clearing
Agency, the Executive, the Fiscal Officer and/or the Registrar are authorized to execute and deliver
a Letter of Representations agreement with the Clearing Agency, or a Blanket Issuer Letter of
Representations, and the provisions of any such Letter of Representations or any successor
agreement shall control on the matters set forth therein. The Registrar, by accepting the duties of
Registrar under this Ordinance, agrees that it will (i) undertake the duties of agent required thereby
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and that those duties to be undertaken by either the agent or the City 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 2024
Bonds are held in book-entry form, the provisions of Section 8 of this Ordinance shall control over
conflicting provisions in any other section of this Ordinance.
SECTION 9. Form of the 2024 Bonds. (a) The form and tenor of the Taxable Bonds
shall be substantially as follows (with such additions, deletions and modification as the Executive
or Fiscal Officer may authorize, as conclusively evidenced by their signatures thereon), with all
blanks to be filled in properly prior to delivery thereof:
R-2024A
UNITED STATES OF AMERICA
STATE OF INDIANA COUNTY OF HAMILTON
CITY OF CARMEL, INDIANA
TAXABLE WATERWORKS REFUNDING REVENUE BOND, SERIES 2024A
Interest
Rate
Maturity
Date
Original
Date
Authentication
Date
CUSIP
REGISTERED OWNER:
PRINCIPAL SUM:
The City of Carmel, in Hamilton, County, State of Indiana (the “City”), for value received, hereby promises
to pay to the Registered Owner set forth above or registered assigns, solely out of the special revenue fund hereinafter
referred to, the Principal Sum set forth above on the Maturity Date set forth in Exhibit A attached hereto (unless this
bond be subject to and be called for redemption prior to maturity as hereafter provided), and to pay interest hereon
until the Principal Sum shall be fully paid at the Interest Rate per annum set forth in Exhibit A attached hereto 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 fifteenth day of the month preceding 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 _____ 15, 20__, in which case it shall bear interest from the Original
Date, which interest is payable semiannually on May 1 and November 1 of each year, beginning on ______ 1, 202_.
Interest shall be calculated on the basis of a three hundred sixty (360) day year comprised of twelve (12) thirty (30)
day months.
The principal of and premium, if any, on this bond are payable at the principal office of the [Controller] of
the City of Carmel [_______________] (the “Registrar” or “Paying Agent”), in Carmel, 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 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 $1,000,000 or more in principal amount of the
2024 Bonds, by wire transfer on the due date upon written direction of such owner provided at least fifteen (15) days
prior to the maturity date or redemption date.
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THE CITY SHALL NOT BE OBLIGATED TO PAY THIS BOND OR THE INTEREST HEREON
EXCEPT FROM THE HEREINAFTER DESCRIBED SPECIAL FUND, AND NEITHER THIS BOND NOR THE
ISSUE OF WHICH IT IS A PART SHALL IN ANY RESPECT CONSTITUTE A CORPORATE INDEBTEDNESS
OF THE CITY WITHIN THE PROVISIONS AND LIMITATIONS OF THE CONSTITUTION OF THE STATE OF
INDIANA.
This bond is one of an authorized series of bonds of the City of Carmel, of Hamilton County, Indiana, of like
date, tenor and effect except as to denomination, numbering, rates of interest, redemption terms and dates of maturity,
aggregating _____________________________ Dollars ($_________), numbered consecutively from 1 upward (t he
“2024A Bonds”), issued for the purpose of advance refunding the outstanding 2008 Current Interest Bonds and the
outstanding 2008 Capital Appreciation Bonds, to fund a debt service reserve account, and to pay incidental expenses
and costs of issuance of the 2024A Bonds. This bond is issued pursuant to an ordinance adopted by the Common
Council of said City on the ____ day of ________, 2024, entitled “An Ordinance of the Common Council of the City
of Carmel, Indiana, Authorizing the Refunding of Prior Waterworks Revenue Bonds of the City of Carmel, Indiana,
Authorizing the Issuance of the City Of Carmel, Indiana Taxable Waterworks Refunding Revenue Bonds, Series
2024A, And the City of Carmel, Indiana Tax-Exempt Waterworks Revenue and Refunding Revenue Bonds, Series
2024B, to Provide Funds for the Payment of Costs Thereof, and Addressing Other Matters Connected Therewith” (the
“Ordinance”), and in accordance with the provisions of Indiana law, including without limitation Indiana Code 8 -1.5,
and other applicable laws, as amended (the “Act”), all as more particularly described in the Ordinance. The owner of
this bond, by the acceptance hereof, agrees to all the terms and provisions contained in the Ordinance and the Act.
Pursuant to the provisions of the Act and the Ordinance, the principal of and interest on this bond and all
other bonds of said issue and any prior or hereafter issued bonds ranking on a parity therewith are payable solely from
the Taxable Bonds Sinking Fund (the “Sinking Fund”) maintained under the Ordinance to be provided from the Net
Revenues (defined as the gross revenues of the works remaining after the payment of the reasonable expenses of
operation, repair and maintenance) of the works, including all additions and improvements t hereto and replacements
thereof subsequently constructed or acquired.
The City irrevocably pledges the entire Net Revenues of the works to the prompt payment of the principal of
and interest on the 2024A Bonds on parity with the pledge thereof to the City’s outstanding Junior Waterworks
Refunding Revenue Bonds of 2017 (the “2017 Bonds”), the Junior Waterworks Revenue Bonds of 2021 (the “2021
Bonds”), and the Tax-Exempt Waterworks Revenue and Refunding Revenue Bonds, Series 2024B (the “2024B
Bonds”) and any hereafter issued bonds ranking on a parity therewith, and covenants that it will establish proper rates
and charges for services rendered by the utility as are sufficient in each year for the payment of the proper and
reasonable expenses of operation, repair and maintenance of the works and for the payment of the sums required to
be paid into the Taxable Bonds Sinking Fund under the provisions of the Act and the Ordinance. If the City or the
proper officers thereof shall fail or refuse to so fix and collect such rates or charges, or if there be a default in the
payment of the interest on or principal of this bond, the owner of this bond shall have all of the rights and remedies
provided for in the Act.
The City covenants that for so long as the 2024A Bonds, the 2017 Bonds, the 2021 Bonds, the 2024B Bonds
and any hereafter issued bonds ranking on a parity therewith, remain outstanding it will set aside and pay into the
Taxable Bonds Sinking Fund a sufficient amount of the Net Revenues for the payment of (a) th e principal of and
interest on all bonds which by their terms are payable from the Net Revenues, as such principal and interest shall fall
due, (b) the necessary fiscal agency charges for paying bonds and (c) an additional amount as a margin of safety to
accumulate and maintain the reserve required by the Ordinance. Reference is made to the Ordinance for a more
complete statement of the revenues from which and conditions under which this bond is payable, a statement of the
conditions on which obligations may hereafter be issued on parity with this bond, the manner in which the Ordinance
may be amended and the general covenants and provisions pursuant to which this bond has been issued.
The bonds of this issue maturing on and after May 1, 20__ are redeemable at the option of the City on
__________, 20__ or any date thereafter, on thirty (30) days ’ notice, in whole or in part, in any order of maturities
selected by the City and by lot within a maturity, at one hundred percent (100%) of face value, and without premium,
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.
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[The 2024A Bonds maturing on May 1, 20____ are subject to mandatory sinking fund redemption prior to
maturity, at a redemption price equal to the principal amount thereof, plus accrued interest, on May 1 in the years and
in the amounts set forth below:
Year Amount
*
* Final Maturity]
Notice of such redemption shall be mailed by certified or registered mail 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 City 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 of the bonds called for redemption.
The place of redemption may be determined by the City. 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 Ordinance and
shall not be deemed to be outstanding thereunder.
This bond is subject to defeasance prior to payment or redemption as provided in the Ordinance.
If this bond shall not be presented for payment or redemption on the date fixed therefor, the City 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 City 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 his 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. This bond may be transferred or exchanged wit hout cost
to the Registered Owner except for any tax or governmental charge required to be paid with respect to the transfer or
exchange. The City, the Registrar, the Paying Agent and any other registrar or 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 2024A Bonds maturing on any maturity date are issuable only in the denomination of $5,000 or any
integral multiple thereof.
[A Continuing Disclosure Contract from the City to each registered owner or holder of any bond, dated as of
the date of initial issuance of the 2024A Bonds (the “Contract”), has been executed by the City, a copy of which is
available from the City and the terms of which are incorporated herein by this reference. The Contract contains certain
promises of the City 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.]
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.
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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 City of Carmel, in Hamilton County, Indiana, has caused this bond to be
executed in its corporate name by the manual or facsimile signature of its Mayor, its corporate seal to be hereunto
affixed, imprinted or impressed by any means and attested manually or by facsimile by its Controller.
CITY OF CARMEL, INDIANA
By:
Mayor
(SEAL)
ATTEST:
Controller
REGISTRAR’S CERTIFICATE OF AUTHENTICATION
It is hereby certified that this bond is one of the bonds described in the within-mentioned Ordinance duly
authenticated by the Registrar.
as Registrar
By:
Authorized Representative
The following abbreviations, when used in the inscription of the face of this bond, shall be construed as
through 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
JT. TEN. as joint tenants with right of survivorship and not as tenants in common
UNIF. TRAN.
MIN. ACT ________ Custodian __________
(Cust.) (Minor)
under Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used although not in the above list.
ASSIGNMENT
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FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite
Name and Address and Social Security or Other Identifying Number) $___________ 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 bo oks kept for the registration thereof with full power of
substitution in the premises.
Dated: ______________________
NOTICE: The Signature to this assignment must
correspond with the name as it appears on the face of the
within bond in every particular, without alteration or
enlargement or any change whatsoever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an eligible
guarantor institution participating in a Securities
Transfer Association recognized signature guarantee
program.
[End of form of Taxable Bonds]
(b) The form and tenor of the Tax-Exempt Bonds shall be substantially as follows (with
such additions, deletions and modification as the Executive or Fiscal Officer may authorize, as
conclusively evidenced by their signatures thereon), with all blanks to be filled in properly prior
to delivery thereof:
R-2024B
UNITED STATES OF AMERICA
STATE OF INDIANA COUNTY OF HAMILTON
CITY OF CARMEL, INDIANA
TAX-EXEMPT WATERWORKS REVENUE AND REFUNDING REVENUE BOND, SERIES 2024B
Interest
Rate
Maturity
Date
Original
Date
Authentication
Date
CUSIP
REGISTERED OWNER:
PRINCIPAL SUM:
The City of Carmel, in Hamilton, County, State of Indiana (the “City”), for value received, hereby promises
to pay to the Registered Owner set forth above or registered assigns, solely out of the special revenue fund hereinafter
referred to, the Principal Sum set forth above on the Maturity Date set forth in Exhibit A attached hereto (unless this
bond be subject to and be called for redemption prior to maturity as hereafter provided), and to pay interest hereon
until the Principal Sum shall be fully paid at the Interest Rate per annum set forth in Exhibit A attached hereto 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 fifteenth day of the month preceding 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 _____ 15, 20__, in which case it shall bear interest from the Original
Date, which interest is payable semiannually on May 1 and November 1 of each year, beginning on ______ 1, 202_.
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Interest shall be calculated on the basis of a three hundred sixty (360) day year comprised of twelve (12) thirty (30)
day months.
The principal of and premium, if any, on this bond are payable at the principal office of the [Controller] of
the City of Carmel [_______________] (the “Registrar” or “Paying Agent”), in Carmel, 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 Paying Agent in writing by the Registered Owner. Each Registered Ow ner 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 $1,000,000 or more in principal amount of the
2024 Bonds, by wire transfer on the due date upon written direction of such owner provided at least fifteen (15) days
prior to the maturity date or redemption date.
THE CITY SHALL NOT BE OBLIGATED TO PAY THIS BOND OR THE INTEREST HEREON
EXCEPT FROM THE HEREINAFTER DESCRIBED SPECIAL FUND, AND NEITHER THIS BOND NOR THE
ISSUE OF WHICH IT IS A PART SHALL IN ANY RESPECT CONSTITUTE A CORPORATE INDEBTEDNESS
OF THE CITY WITHIN THE PROVISIONS AND LIMITATIONS OF THE CONSTITUTION OF THE STATE OF
INDIANA.
This bond is one of an authorized series of bonds of the City of Carmel, of Hamilton County, Indiana, of like
date, tenor and effect except as to denomination, numbering, rates of interest, redemption terms and dates of maturity,
aggregating _____________________________ Dollars ($_________), numbered consecutively from 1 upward (the
“2024B Bonds”), issued for the purpose of providing funds to be applied for construction and acquisition of certain
improvements to the waterworks (the “Project”), to currently refund the 2012 Refunded Bonds and the 2019 Refunded
BAN (as defined in the Ordinance), to fund a debt service reserve account, and to pay incidental expenses and costs
of issuance of the 2024B Bonds. This bond is issued pursuant to an ordinance adopted by the Common Council of
said City on the ____ day of ________, 2024, entitled “An Ordinance of the Common Council of the City of Carmel,
Indiana, Authorizing the Refunding of Prior Waterworks Revenue Bonds of the City of Carmel, Indiana, Authorizing
the Issuance of the City Of Carmel, Indiana Taxable Waterworks Refunding Revenue Bonds, Series 2024A, And the
City of Carmel, Indiana Tax-Exempt Waterworks Revenue and Refunding Revenue Bonds, Series 2024B, to Provide
Funds for the Payment of Costs Thereof, and Addressing Other Matters Connected Therewith” (the “Ordinance”), and
in accordance with the provisions of Indiana law, including without limitation Indiana Code 8 -1.5, and other applicable
laws, as amended (the “Act”), all as more particularly described in the Ordinance. The owner of this bond, by the
acceptance hereof, agrees to all the terms and provisions contained in the Ordinance and the Act.
Pursuant to the provisions of the Act and the Ordinance, the principal of and interest on this bond and all
other bonds of said issue and any prior or hereafter issued bonds ranking on a parity therewith are payable solely from
the Tax-Exempt Bonds Sinking Fund (the “Tax-Exempt Bonds Sinking Fund”) maintained under the Ordinance to be
provided from the Net Revenues (defined as the gross revenues of the works remaining after the payment of the
reasonable expenses of operation, repair and maintenance) of the works, including all additions and improvements
thereto and replacements thereof subsequently constructed or acquired.
The City irrevocably pledges the entire Net Revenues of the works to the prompt payme nt of the principal of
and interest on the 2024B Bonds on parity with the pledge thereof to the City’s outstanding Junior Waterworks
Refunding Revenue Bonds of 2017 (the “2017 Bonds”), the Junior Waterworks Revenue Bonds issued to redeem the
City’s Waterworks Revenue Bond Anticipation Notes, Series 2019 (the “2019 Bonds”), the Junior Waterworks
Revenue Bonds of 2021 (the “2021 Bonds”), and the Waterworks Refunding Revenue Bonds, Series 2024A (Federally
Taxable) (the “2024A Bonds”) and any hereafter issued bonds ranking on a parity therewith, and covenants that it will
establish proper rates and charges for services rendered by the utility as are sufficient in each year for the payment of
the proper and reasonable expenses of operation, repair and maintenance of the works and for the payment of the sums
required to be paid into the Tax-Exempt Bonds Sinking Fund under the provisions of the Act and the Ordinance. If
the City or the proper officers thereof shall fail or refuse to so fi x and collect such rates or charges, or if there be a
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default in the payment of the interest on or principal of this bond, the owner of this bond shall have all of the rights
and remedies provided for in the Act.
The City covenants that for so long as the 2024B Bonds, the 2017 Bonds, the 2019 Bonds, the 2021 Bonds,
the 2024A Bonds and any hereafter issued bonds ranking on a parity therewith, remain outstanding it will set aside
and pay into the Tax-Exempt Bonds Sinking Fund a sufficient amount of the Net Revenues for the payment of (a) the
principal of and interest on all bonds which by their terms are payable from the Net Revenues, as such principal and
interest shall fall due, (b) the necessary fiscal agency charges for paying bonds and (c) an additional a mount as a
margin of safety to accumulate and maintain the reserve required by the Ordinance. Reference is made to the
Ordinance for a more complete statement of the revenues from which and conditions under which this bond is payable,
a statement of the conditions on which obligations may hereafter be issued on parity with this bond, the manner in
which the Ordinance may be amended and the general covenants and provisions pursuant to which this bond has been
issued.
The bonds of this issue maturing on and after May 1, 20__ are redeemable at the option of the City on
__________, 20__ or any date thereafter, on thirty (30) days’ notice, in whole or in part, in any order of maturities
selected by the City and by lot within a maturity, at one hundred percent (100%) of face value, and without premium,
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.
[The 2024B Bonds maturing on May 1, 20____ are subject to mandatory sinking fund redemption prior to
maturity, at a redemption price equal to the principal amount thereof, plus accrued interest, on May 1 in the years and
in the amounts set forth below:
Year Amount
*
* Final Maturity]
Notice of such redemption shall be mailed by certified or registered mail 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 City 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 of the bonds called for redemption.
The place of redemption may be determined by the City. 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 protect ed by the Ordinance and
shall not be deemed to be outstanding thereunder.
This bond is subject to defeasance prior to payment or redemption as provided in the Ordinance.
If this bond shall not be presented for payment or redemption on the date fixed therefor, the City 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 p ayment
and the City 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 his 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. This bond may be transferred or excha nged without cost
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to the Registered Owner except for any tax or governmental charge required to be paid with respect to the transfer or
exchange. The City, the Registrar, the Paying Agent and any other registrar or 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 2024B Bonds maturing on any maturity date are issuable only in the denomination of $5,000 or any
integral multiple thereof.
[A Continuing Disclosure Contract from the City to each registered owner or holder of any bond, dated as of
the date of initial issuance of the 2024B Bonds (the “Contract”), has been executed by the City, a copy of which is
available from the City and the terms of which are incorporated herein by this reference. The Contract contains certain
promises of the City 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 promi ses.]
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 City of Carmel, in Hamilton County, Indiana, has caused this bond to be
executed in its corporate name by the manual or facsimile signature of its Mayor, its corporate seal to be hereunto
affixed, imprinted or impressed by any means and attested manually or by facsimile by its Controller.
CITY OF CARMEL, INDIANA
By:
Mayor
(SEAL)
ATTEST:
Controller
REGISTRAR’S CERTIFICATE OF AUTHENTICATION
It is hereby certified that this bond is one of the bonds described in the within-mentioned Ordinance duly
authenticated by the Registrar.
as Registrar
By:
Authorized Representative
The following abbreviations, when used in the inscription of the face of this bond, shall be construed as
through they were written out in full according to applicable laws or regulations:
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TEN. COM. as tenants in common
TEN. ENT. as tenants by the entireties
JT. TEN. as joint tenants with right of survivorship and not as tenants in common
UNIF. TRAN.
MIN. ACT ________ Custodian __________
(Cust.) (Minor)
under Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used although not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite
Name and Address and Social Security or Other Identifying Number) $___________ principal amount (must be a
multiple of $5,000) of the within bond and all rights thereunder, and hereby irrevocably constit utes and appoints
___________, attorney to transfer the within bond on the books kept for the registration thereof with full power of
substitution in the premises.
Dated: ______________________
NOTICE: The Signature to this assignment must
correspond with the name as it appears on the face of the
within bond in every particular, without alteration or
enlargement or any change whatsoever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an eligible
guarantor institution participating in a Securities
Transfer Association recognized signature guarantee
program.
[End of form of Tax-Exempt Bonds]
SECTION 10. Authorization for Preparation and Sale of Bonds.
(a) The 2024 Bonds shall be sold in a competitive sale or by negotiation with a
purchaser(s) selected by the Executive and Fiscal Officer on the advice of the City’s municipal
advisor, or pursuant to Indiana Code 5-1.4 or Indiana Code 5-1.5 as determined by the Executive
or Fiscal Officer. If sold in a competitive sale, the Fiscal Officer shall cause to be published either
(i) a notice of sale once each week for two (2) consecutive weeks in accordance with Indiana Code
§ 5-3-1-2, in which case the date fixed for the sale shall not be earlier than fifteen (15) days after
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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 (2) weeks in accordance
with Indiana Code § 5-1-11-2 and Indiana 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. Said sale notice shall state the time and place of sale, the purpose
for which the 2024 Bonds are being issued, the total amount thereof, the amount and date of each
maturity, the maximum rate or rates of interest thereon, their denominations, the time and place of
payment, the terms and conditions upon which bids will be received and the sale made and such
other information as is required by law or as the Fiscal Officer shall deem necessary.
If sold by a competitive sale, bids for each of the series of the 2024 Bonds shall be sealed
and shall be presented to the Fiscal Officer in accord with the terms set forth in the sale notice.
Bidders for each of the series of the 2024 Bonds shall be required to name the rate or rates of
interest which each of the series of the 2024 Bonds are to bear, which shall be the same for each
of the series of the maturities of the respective Taxable Bonds and Tax-Exempt Bonds maturing
on the same date, not exceeding eight percent (8.00%) per annum with respect to the Taxable
Bonds and not exceeding six percent (6.00%) with respect to the Tax-Exempt Bonds, and such
interest rate or rates shall be in multiples of one hundredth of one percent. The Fiscal Officer shall
award each of the series of the 2024 Bonds to the bidder who offers the lowest interest cost, to be
determined by computing the total interest on each of the series of the 2024 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 percent (99.00%) of the par value of each of the
series of the 2024 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 City, or a
surety bond, in an amount not to exceed one percent (1.00%) of the aggregate principal amount of
each of the series of the 2024 Bonds as a 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
readvertisement; 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 2024 Bonds are sold by negotiated sale, the Executive is authorized to negotiate and
execute a bond purchase agreement with one or more selected purchaser(s) on terms recommended
by the City’s municipal advisor, consistent with the parameters set forth in this Ordinance.
The Fiscal Officer is hereby authorized to appoint a financial institution to serve as escrow
trustee (the “Escrow Trustee”) for the Refunded Bonds in accordance with the terms of an Escrow
Agreement between the City and the Escrow Trustee (the “Escrow Agreement”). The Executive
and the Fiscal Officer are hereby authorized and directed to complete, execute and attest the same
on behalf of the City so long as its provisions are consistent with this Ordinance and the purchase
contract.
The execution, by either the Executive, Fiscal Officer, or the purchaser, of a subscription
for investments of proceeds of the 2024 Bonds to be held under the Escrow Agreement in a manner
consistent with this Ordinance is hereby approved.
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After the 2024 Bonds have been properly sold and executed, the Fiscal Officer shall receive
from the purchasers payment for the 2024 Bonds and shall provide for delivery of the 2024 Bonds
to the purchasers.
(b) The 2024 Bonds, when fully paid for and delivered to the purchaser shall be the
binding special revenue obligations of the City, payable out of the Net Revenues. The proper
officers of the City are hereby directed to sell the 2024 Bonds to the purchaser, to draw all proper
and necessary warrants, and to do whatever acts and things which may be necessary to carry out
the provisions of this Ordinance.
(c) If necessary, the Executive and the Fiscal Officer each are hereby authorized to
deem final an official statement with respect to the 2024 Bonds, as of its date, in accordance with
the provisions of Rule 15c2-12 of the U.S. Securities and Exchange Commission, as amended (the
“SEC Rule”), subject to completion as permitted by the SEC Rule, and the City 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 Executive or the Fiscal
Officer in the form of a final official statement.
(d) In order to assist any underwriter of the 2024 Bonds in complying with paragraph
(b)(5) of the SEC Rule by undertaking to make available appropriate disclosure about the City and
the 2024 Bonds to participants in the municipal securities market, the City 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 City and dated the date of issuance of the 2024 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 City of the continuing disclosure contract, and the performance by the City of its obligations
thereunder by or through any employee or agent of the City, are hereby approved, and the City
shall comply with and carry out the terms thereof.
(e) The Fiscal Officer is hereby authorized and directed to obtain a legal opinion as to
the validity of the 2024 Bonds from Barnes & Thornburg LLP, and to furnish such opinion to the
purchasers of the 2024 Bonds or to cause a copy of said legal opinion to be printed on each
Refunding Bond. The cost of such opinion shall be paid out of the proceeds of the 2024 Bonds.
(f) In connection with the sale of the 2024 Bonds, the Executive and the Fiscal Officer
each are 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 2024
Bonds, and the taking of such actions and the execution and delivery of such agreements and
instruments are hereby approved.
(g) In connection with the sale of the 2024 Bonds, the Executive and the Fiscal Officer
each are authorized to take such actions and to execute and deliver such agreements and
instruments as they deem advisable, including but not limited to a continuing disclosure agreement,
a bond purchase agreement and any offering document for the 2024 Bonds, and the taking of such
actions and the execution and delivery of such agreements and instruments are hereby approved.
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(h) Notwithstanding anything in this Ordinance and in lieu of a public sale of the 2024
Bonds pursuant to this Section, the 2024 Bonds may, in the discretion of the Executive, based upon
the advice of the City’s municipal advisor, be sold to the Indiana Bond Bank or the City of Carmel
Local Public Improvement Bond Bank (the “Carmel Bond Bank”). In the event of such
determination, Bonds shall be sold in such denomination or denominations as the purchaser may
request, and pursuant to a qualified entity purchase agreement (the “Purchase Agreement”)
between the City and either the Indiana Bond Bank or the Carmel Bond Bank, hereby authorized
to be entered into and executed by the Executive on behalf of the City, subsequent to the date of
the adoption of this Ordinance. 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 Ordinance, including without limitation, the interest rate or rates on the 2024
Bonds which shall not exceed the maximum rate of interest for the 2024 Bonds authorized pursuant
to this Ordinance. Bonds sold to the Indiana Bond Bank or the Carmel Bond Bank shall be
accompanied by all documentation required by the purchaser pursuant to the provisions of Indiana
Code 5-1.4 or Indiana Code 5-1.5, 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 2024
Bonds, challenging the validity or issuance of the 2024 Bonds. In the event the Executive
determines to sell the 2024 Bonds to the Indiana Bond Bank or the Carmel Bond Bank, the entry
by the City into the Purchase Agreement, and the execution and delivery of the Pu rchase
Agreement on behalf of the City by the Executive in accordance with this Ordinance are hereby
authorized, approved and ratified.
SECTION 11. Use of Proceeds.
(a) Taxable Bonds.
(i) Any accrued interest received at the time of delivery of the Taxable Bonds (and,
if deemed by the Executive or the Fiscal Officer to be in excess of needs for the refunding, any
premium), shall be deposited in the Taxable Bonds Principal and Interest Account of the Taxable
Bonds Sinking Fund (as hereafter defined) and applied to payments on the Taxable Bonds on the
first interest payment date.
(ii) Concurrently with the delivery of the Taxable Bonds, the Fiscal Officer may
acquire, with the proceeds of the Taxable Bonds and cash on hand, investments as permitted under
the 2008 Bond Ordinance (the “2008 Taxable Defeasance Obligations”) to be used, together with
certain cash from the proceeds of the Taxable Bonds and cash on hand, if any, as set forth in the
Escrow Agreement, to refund and legally defease the 2008 Refunded Current Interest Bonds and
the 2008 Refunded Capital Appreciation Bonds all as set forth in the Escrow Agreement. In order
to refund the 2008 Refunded Current Interest Bonds and the 2008 Refunded Capital Appreciation
Bonds, the Fiscal Officer shall deposit the 2008 Taxable Defeasance Obligations and certain cash,
if any, with the Escrow Trustee under the Escrow Agreement in an amount sufficient to provide
moneys for the payment of the principal of and interest and redemption premium, if any, on the
2008 Refunded Current Interest Bonds and the 2008 Refunded Capital Appreciation Bonds until
the earliest date upon which the 2008 Refunded Current Interest Bonds and the 2008 Refunded
Capital Appreciation Bonds may be called for redemption.
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If required for the legal defeasance of the 2008 Refunded Current Interest Bonds and the
2008 Refunded Capital Appreciation Bonds, the Fiscal Officer shall obtain a verification of an
accountant as to the sufficiency of the funds deposited in the Trust Account applicable to the 2008
Taxable Defeasance Obligations under the Escrow Agreement to accomplish said refunding and
legal defeasance of the 2008 Refunded Current Interest Bonds and the 2008 Refunded Capital
Appreciation Bonds.
(iii) Costs of issuance of the Taxable Bonds, including the premium for any bond
insurance obtained for the Taxable Bonds, not otherwise paid shall be paid from the remaining
proceeds by the Fiscal Officer. When all the costs of issuance of the Taxable Bonds have been
paid, the Fiscal Officer shall then transfer any amount then remaining from the proceeds of the
Taxable Bonds to the Taxable Bonds Sinking Fund herein created.
(b) Tax-Exempt Bonds.
(i) Any accrued interest received at the time of delivery of the Tax-Exempt Bonds
(and, if deemed by the Executive or the Fiscal Officer to be in excess of needs for the refunding,
any premium), shall be deposited in the Tax-Exempt Bonds Principal and Interest Account of the
Tax-Exempt Bonds Sinking Fund (as hereafter defined) and applied to payments on the Tax-
Exempt Bonds on the first interest payment date.
(ii) Concurrently with the delivery of the Tax-Exempt Bonds, the Fiscal Officer
may acquire, with the proceeds of the Tax-Exempt Bonds and cash on hand, investments as
permitted under the 2017 Ordinance, the 2019 Ordinance and the 2021 Ordinance (the
“Obligations”) to be used, together with certain cash from the proceeds of the Tax-Exempt Bonds
and cash on hand, if any, as set forth in the Escrow Agreement, to refund and legally defease the
2012 Refunded Bonds and the 2019 Refunded BAN all as set forth in the Escrow Agreement. In
order to refund 2012 Refunded Bonds and the 2019 Refunded BAN, the Fiscal Officer shall deposit
the Tax-Exempt Obligations and certain cash, if any, with the Escrow Trustee under the Escrow
Agreement in an amount sufficient to provide moneys for the payment of the principal of and
interest and redemption premium, if any, on the 2012 Refunded Bonds and the 2019 Refunded
BAN until the earliest date upon which the 2012 Refunded Bonds and the 2019 Refunded BAN
may be called for redemption.
If required for the legal defeasance of the 2012 Refunded Bonds and the 2019 Refunded
BAN, the Fiscal Officer shall obtain a verification of an accountant as to the sufficiency of the
funds deposited in the Trust Account with respect to the Obligations under the Escrow Agreement
to accomplish said refunding and legal defeasance of the 2012 Refunded Bonds and the 2019
Refunded BAN.
(iii) The remaining proceeds from the sale of the Tax-Exempt Bonds shall be
deposited in a fund of the utility hereby created and designated as the “City of Carmel, Indiana
2024 Tax-Exempt Waterworks Bond Project Fund” (the “Project Fund”) or applied to the payment
of costs of the Project. The proceeds deposited in the Project Fund, together with all investment
earnings thereon, shall be expended only for the purpose of paying the costs of the Project and the
costs of selling and issuing the Tax-Exempt Bonds, including the premium for any bond insurance
obtained for the Tax-Exempt Bonds.
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The City hereby declares that it reasonably expects to reimburse the City’s advances to the
Project from proceeds of the Tax-Exempt Bonds, as anticipated by this Ordinance, and such
declaration shall be deemed one within the meaning of the Reimbursement Regulations.
Any balance remaining in the Project Fund after the completion of the Project which is not
required to meet unpaid obligations incurred in connection therewith and on account of the sale
and issuance of the Tax-Exempt Bonds shall be (A) paid into the Tax-Exempt Bonds Sinking Fund
(to be part of the hereinafter referenced Tax-Exempt Bonds Principal and Interest Account) or (B)
used for the same purpose or type of project for which the Tax -Exempt Bonds were originally
issued, all in accordance with Indiana Code 5-1-13, as amended, or as otherwise permitted by law.
(iv) Costs of issuance of the Tax-Exempt Bonds, including the premium for any
bond insurance obtained for the Tax-Exempt Bonds, not otherwise paid shall be paid from the
remaining proceeds by the Fiscal Officer. When all the costs of issuance of the Tax-Exempt Bonds
have been paid, the Fiscal Officer shall then transfer any amount then remaining from the proceeds
of the Tax-Exempt Bonds to the Tax-Exempt Bonds Sinking Fund herein created.
SECTION 12. Revenue Fund. There is hereby continued a fund of the utility
designated as the Revenue Fund (the “Revenue Fund”), into which there shall be deposited upon
receipt all revenues of the works for application as set forth below.
SECTION 13. Operation and Maintenance Fund. There is hereby continued an
operating fund of the utility designated as the Operation and Maintenance Fund (the “Operation
and Maintenance Fund”). There shall be transferred from the Revenue Fund and credited to the
Operation and Maintenance Fund, on the last day of each calendar month, a sufficient amount to
meet the expenses of operation, repair and maintenance for the then next succeeding two (2)
calendar months. The moneys credited to this Fund shall be used for the payment of the reasonable
and proper operation, repair and maintenance expenses of the works on a day-to-day basis, but
none of the moneys in the Operation and Maintenance Fund shall be used for depreciation,
replacements, improvements, extensions or additions. Any balance in Operation and Maintenance
Fund in excess of the expected expenses of operation, repair and maintenance for the next
succeeding month may be transferred to the Taxable Bonds Sinking Fund or the Tax-Exempt
Bonds Sinking Fund if necessary to prevent a default in the payment of principal of or interest on
the outstanding bonds of the works.
SECTION 14. Sinking Fund. (a) Taxable Bonds. There is hereby established and
created a fund designated as the Taxable Bonds Sinking Fund (the “Taxable Bonds Sinking
Fund”), to be used for the payment of the principal of and interest on the Taxable Bonds and any
hereafter issued bonds ranking on a parity therewith which by their terms are payable from the Net
Revenues and the payment of any fiscal agency charges in connection with such payment. The
Taxable Bonds Sinking Fund is further and additionally divided into two (2) additional accounts
designated as the Taxable Bonds Principal and Interest Account and the Taxable Bonds Debt
Service Reserve Account, which are pledged for the purposes set forth below. The Taxable Bonds
Sinking Fund is on parity with the Tax-Exempt Bonds Sinking Fund and all deposits in each of
the Taxable Bonds Sinking Fund and the Tax-Exempt Bonds Sinking Fund shall be pari-passu
with respect to the requirements of each.
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(i) Taxable Bonds Principal and Interest Account. There shall be transferred,
on the last day of each calendar month, from the Revenue Fund and credited to the Taxable Bonds
Principal and Interest Account an amount equal to the sum of at least one -twelfth (1/12) of the
principal and at least one-sixth (1/6) of the interest on all then-outstanding Taxable Bonds and any
hereafter issued bonds ranking on a parity therewith payable from Net Revenues on the next
succeeding principal and interest payment dates (except in the instance of the first principal and
interest payment dates next succeeding the issuance of the Taxable Bonds, an appropriately greater
percentage as would result in such equal monthly transfers equaling the required payments), until
the amount available therein shall equal the principal payable during the next succeeding twelve
(12) calendar months and the interest payable during the next succeeding six (6) calendar months.
There shall similarly be credited to the account any amount necessary to pay when due the bank
fiscal agency charges for paying principal of and interest on the Taxable Bonds and any hereafter
issued bonds ranking on a parity therewith as the same become payable. The City shall, from the
sums deposited in the Taxable Bonds Sinking Fund and credited to the Taxable Bonds Principal
and Interest Account, remit promptly to the registered owner or to the bank fiscal agency sufficient
moneys to pay the principal and interest on the Taxable Bonds and any hereafter issued bonds
ranking on a parity therewith the due dates thereof together with the amount of bank fiscal agency
charges.
(ii) Taxable Bonds Debt Service Reserve Account. After meeting monthly
deposits to the Taxable Bonds Sinking Fund required by the 2008 Bond Ordinance, there shall be
transferred, on the last day of each calendar month following the issuance of the Taxable Bonds,
after making any required transfer to the Taxable Bonds Principal and Interest Account, from the
Revenue Fund and credited to the Taxable Bonds Debt Service Reserve Account an amount to
constitute an appropriate reserve to facilitate the marketing of the Taxable Bonds, which monthly
deposits shall be in an amount sufficient to build the balance in the Taxable Bonds Debt Service
Reserve Account (after consideration of any transfers made pursuant to the next following
sentence) to an amount equal to the Taxable Reserve Requirement as defined below within no
more than five (5) years on a level monthly basis (after accounting for earnings thereon). The
Fiscal Officer, with the advice of the City’s municipal advisor, may transfer an amount of the funds
of the utility now on hand, or apply proceeds of the Taxable Bonds, in full or partial satisfaction
of the Taxable Reserve Requirement at or after the issuance of the Taxable Bonds. After the
issuance of the Taxable Bonds, the City shall maintain the balance in the Taxable Bonds Debt
Service Reserve Account in an amount equal to the Taxable Reserve Requirement, subject to the
provisions of this Ordinance or any ordinance authorizing and any hereafter issued bonds ranking
on a parity therewith, which allows the Taxable Reserve Requirement to be accumulated over time.
For these purposes, “Taxable Reserve Requirement” means the maximum annual debt service on
the Taxable Bonds.
All money in the Taxable Bonds Debt Service Reserve Account shall be used and
withdrawn solely for the purpose of making deposits into the Taxable Bonds Principal and Interest
Account, in the event of and to the extent of any deficiency in the Taxable Bonds Principal and
Interest Account with respect to the payments then due on the Taxable Bonds and any hereafter
issued bonds ranking on a parity therewith, or to make the final payments on such bonds when the
Taxable Bonds Debt Service Reserve Account, together with other funds available for such
purpose, is sufficient to make all remaining payments thereon to final maturity. Any amount in the
Taxable Bonds Debt Service Reserve Account in excess of the Taxable Reserve Requirement shall
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be withdrawn from time to time, and at least as frequently as annually, and deposited in the Taxable
Bonds Principal and Interest Account. Any deficiency in the balance required to be held in the
Taxable Bonds Debt Service Reserve Account shall be promptly made up from the next available
Net Revenues after credits to the Taxable Bonds Principal and Interest Account.
Notwithstanding the foregoing, the Fiscal Officer, with the advice of the City’s municipal
advisor and bond counsel, may enable the City to satisfy all or any part of its obligation to maintain
an amount in the Taxable Bonds Debt Service Reserve Account equal to the Taxable Reserve
Requirement by depositing a Reserve Fund Credit Facility in the Taxable Bonds Debt Service
Reserve Account at or after the issuance of the Taxable Bonds, provided that such deposit does
not adversely affect any then existing rating on the Taxable Bonds and any hereafter issued bonds
ranking on a parity therewith; provided, A “Reserve Fund Credit Facility” is hereby defined as a
letter of credit, liquidity facility, insurance policy or comparable instrument furnished by a bank,
insurance company, financial institution or other entity pursuant to a reimbursement agreement or
similar instrument between such entity and the City, for the purpose of satisfying in whole or in
part the City’s obligation to maintain the Taxable Reserve Requirement.
(b) Tax-Exempt Bonds. There is hereby continued a fund of the utility designated as
the Tax-Exempt Bonds Sinking Fund (the “Tax-Exempt Bonds Sinking Fund”), to be used for the
payment of the principal of and interest on the Tax-Exempt Bonds, the 2017 Bonds, the 2021
Bonds, and any hereafter issued bonds ranking on a parity therewith which by their terms are
payable from the Net Revenues, and the payment of any fiscal agency charges in connection with
such payment. The Tax-Exempt Bonds Sinking Fund is further and additionally divided into two
(2) additional accounts designated as the Tax-Exempt Bonds Principal and Interest Account and
the Tax-Exempt Bonds Debt Service Reserve Account, which are pledged for the purposes set
forth below. The Tax-Exempt Bonds Sinking Fund is on parity with the Taxable Bonds Sinking
Fund and all deposits in each of the Tax-Exempt Bonds Sinking Fund and the Taxable Bonds
Sinking Fund shall be pari-passu with respect to the requirements of each.
(i) Tax-Exempt Bonds Principal and Interest Account. There shall be
transferred, on the last day of each calendar month, from the Revenue Fund and credited to the
Tax-Exempt Bonds Principal and Interest Account an amount equal to the sum of at least one-
twelfth (1/12) of the principal and at least one-sixth (1/6) of the interest on all then-outstanding
Tax-Exempt Bonds, the 2017 Bonds, the 2021 Bonds and any hereafter issued bonds ranking on a
parity therewith payable from Net Revenues on the next succeeding principal and interest payment
dates (except in the instance of the first principal and interest payment dates next succeeding the
issuance of the Tax-Exempt Bonds, an appropriately greater percentage as would result in such
equal monthly transfers equaling the required payments), until the amount available therein shall
equal the principal payable during the next succeeding twelve (12) calendar months and the interest
payable during the next succeeding six (6) calendar months. There shall similarly be credited to
the account any amount necessary to pay when due the bank fiscal agency charges for paying
principal of and interest on the Tax-Exempt Bonds, the 2017 Bonds, the 2021 Bonds and any
hereafter issued bonds ranking on a parity therewith as the same become payable. The City shall,
from the sums deposited in the Tax-Exempt Bonds Sinking Fund and credited to the Tax-Exempt
Bonds Principal and Interest Account, remit promptly to the registered owner or to the bank fiscal
agency sufficient moneys to pay the principal and interest on Tax-Exempt Bonds, the 2017 Bonds,
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the 2021 Bonds and any hereafter issued bonds ranking on a parity therewith the due dates thereof
together with the amount of bank fiscal agency charges.
(ii) Tax-Exempt Bonds Debt Service Reserve Account. After meeting monthly
deposits to the Tax-Exempt Bonds Sinking Fund required by the 2017 Ordinance, the 2019
Ordinance, and the 2021 Ordinance, there shall be transferred, on the last day of each calendar
month following the issuance of the Tax-Exempt Bonds, after making any required transfer to the
Tax-Exempt Bonds Principal and Interest Account, from the Revenue Fund and credited to the
Tax-Exempt Bonds Debt Service Reserve Account an amount to constitute an appropriate reserve
to facilitate the marketing of the Tax-Exempt Bonds, which monthly deposits shall be in an amount
sufficient to build the balance in the Tax-Exempt Bonds Debt Service Reserve Account (after
consideration of any transfers made pursuant to the next following sentence) to an amount equal
to the Tax-Exempt Reserve Requirement as defined below within no more than five (5) years on
a level monthly basis (after accounting for earnings thereon). The Fiscal Officer, with the advice
of the City’s municipal advisor, may transfer an amount of the funds of the utility now on hand,
or apply proceeds of the Tax-Exempt Bonds, in full or partial satisfaction of the Tax-Exempt
Reserve Requirement at or after the issuance of the Tax-Exempt Bonds. After the issuance of the
Tax-Exempt Bonds, the City shall maintain the balance in the Tax-Exempt Bonds Debt Service
Reserve Account in an amount equal to the Tax-Exempt Reserve Requirement, subject to the
provisions of this Ordinance, the 2017 Ordinance, the 2019 Ordinance, the 2021 Ordinance or any
ordinance authorizing and any hereafter issued bonds ranking on a parity therewith, which allows
the Tax-Exempt Reserve Requirement to be accumulated over time. For these purposes, “Tax-
Exempt Reserve Requirement” means the least of (i) ten percent (10%) of the proceeds of the Tax-
Exempt Bonds, the 2017 Bonds, the 2021 Bonds and any hereafter issued bonds ranking on a parity
therewith, (ii) the maximum annual debt service on the Tax-Exempt Bonds, the 2017 Bonds, the
2021 Bonds and any hereafter issued bonds ranking on a parity therewith, or (iii) one hundred
twenty-five percent (125%) of the average annual debt service on the Tax-Exempt Bonds, the 2017
Bonds, the 2021 Bonds and any hereafter issued bonds ranking on a parity therewith; provided,
however, if any of the outstanding bonds payable from Net Revenues on a parity with the Tax-
Exempt Bonds are held by the Indiana Finance Authority pursuant to its SRF Program, then the
reserve amount shall equal the maximum annual debt service on the Tax-Exempt Bonds, the 2017
Bonds, the 2021 Bonds and any hereafter issued bonds ranking on a parity therewith if so required
by the Indiana Finance Authority.
All money in the Tax-Exempt Bonds Debt Service Reserve Account shall be used and
withdrawn solely for the purpose of making deposits into the Tax-Exempt Bonds Principal and
Interest Account, in the event of and to the extent of any deficiency in the Tax-Exempt Bonds
Principal and Interest Account with respect to the payments then due on the 2024 Bonds, the 2017
Bonds, 2021 Bonds and any hereafter issued bonds ranking on a parity therewith, or to make the
final payments on such bonds when the Tax-Exempt Bonds Debt Service Reserve Account,
together with other funds available for such purpose, is sufficient to make all remaining payments
thereon to final maturity. Any amount in the Tax-Exempt Bonds Debt Service Reserve Account in
excess of the Tax-Exempt Reserve Requirement shall be withdrawn from time to time, and at least
as frequently as annually, and deposited in the Tax-Exempt Bonds Principal and Interest Account.
Any deficiency in the balance required to be held in the Tax-Exempt Bonds Debt Service Reserve
Account shall be promptly made up from the next available Net Revenues after credits to the Tax-
Exempt Bonds Principal and Interest Account.
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Notwithstanding the foregoing, the Fiscal Officer, with the advice of the City’s municipal
advisor and bond counsel, may enable the City to satisfy all or any part of its obligation to maintain
an amount in the Tax-Exempt Bonds Debt Service Reserve Account equal to the Tax-Exempt
Reserve Requirement by depositing a Reserve Fund Credit Facility in the Tax-Exempt Bonds Debt
Service Reserve Account at or after the issuance of the Tax-Exempt Bonds, provided that such
deposit does not adversely affect any then existing rating on the Tax-Exempt Bonds and any
hereafter issued bonds ranking on a parity therewith; provided. A “Reserve Fund Credit Facility”
is hereby defined as a letter of credit, liquidity facility, insurance policy or comparable instrument
furnished by a bank, insurance company, financial institution or other entity pursuant to a
reimbursement agreement or similar instrument between such entity and the City, for the purpose
of satisfying in whole or in part the City’s obligation to maintain the Tax-Exempt Reserve
Requirement.
SECTION 15. Improvement Fund. After meeting the requirements of the Operation
and Maintenance Fund and the Taxable Bonds Sinking Fund and the Tax-Exempt Bonds Sinking
Fund, any excess revenues may be transferred from the Revenue Fund and credited to the special
utility fund, to be expended in making good depreciation in the works and new construction,
hereby continued and designated as the “Improvement Fund” (the “Improvement Fund”). Said
Improvement Fund shall be used for replacements, improvements, extensions and additions to the
works. Moneys in the Improvement Fund shall be transferred to the Taxable Bonds Sinking Fund
or the Tax-Exempt Bonds Sinking Fund if necessary to prevent a default in the payment of
principal of and interest on the then outstanding bonds of the works, or may be transferred to the
Operation and Maintenance Fund to meet unforeseen contingencies in the operation, repair and
maintenance of the works.
SECTION 16. Investment of Funds. The funds and accounts described herein shall be
accounted for separate and apart from each other and from all other funds and accounts of the City.
All moneys deposited in the funds and accounts shall be deposited, held and secured as public
funds in accordance with the public depository laws of the State of Indiana; provided that moneys
therein may be invested in obligations in accordance with the applicable laws, inclu ding
particularly Indiana Code 5-13 and 5-1.2, each as amended or supplemented, and in the event of
such investment the income therefrom shall become a part of the funds invested and shall be used
only as provided in this Ordinance.
The Fiscal Officer is hereby authorized pursuant to Indiana Code § 5-1-14-3 to invest
moneys pursuant to the provisions of this Ordinance (subject to applicable requirements of federal
law to ensure such yield is then current market rate) to the extent necessary or advisable to preserve
the exclusion from gross income of interest on the 2024 Bonds under federal law.
The Fiscal Officer shall keep full and accurate records of investment earnings and income
from moneys held in the funds and accounts created or referenced herein. In order to comply with
the provisions of this Ordinance, the Fiscal Officer is hereby authorized and directed to employ
consultants or attorneys from time to time to advise the City as to requirements of federal law to
preserve the tax exclusion. The Fiscal Officer may pay any fees as operation expenses of the utility.
SECTION 17. Financial Records and Accounts. The City shall keep proper records
and books of account, separate from all of its other records and accounts, in which complete and
correct entries shall be made showing all revenues received on account of the operation of the
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utility and all disbursements made therefrom and all transactions relating to the utility. The City
shall maintain on file the audited financial statements of the utility prepared by the State Board of
Accounts. There shall be furnished, upon written request, to any owner of the 2024 Bonds, the
most recent copy of the audited financial statements of the utility prepared by the State Board of
Accounts. Copies of all such statements and reports shall be kept on file in the office of the Fiscal
Officer.
SECTION 18. Rate Covenant. The City covenants and agrees that, by ordinance of the
Council, it will establish and maintain just and equitable rates and charges for the use of and the
service rendered by the works, to be paid by the owner of each and every lot, parcel of real estate
or building that is connected with and uses said works by or through any part of the utility, or that
in any way uses or is served by such works; that such rates and charges shall produce revenues at
least sufficient (when determined including user and other charges, fees, income or revenues
available to the City), in each year to (a) pay all the legal and other necessary expenses of operation,
repair, replacements and maintenance of the works if sold to any other purchaser; (b) provide a
sinking fund for the liquidation of bonds or other obligations, including leases; (c) provide a debt
service reserve on bonds or other obligations, including leases, as required by the terms of such
obligations; (d) provide adequate money for working capital; (e) provide adequate money for
making extensions and replacements; (f) provide money for the payment of any taxes that may be
assessed against the works; and (g) to comply with and satisfy all covenants contained in this
Ordinance. Such rates or charges shall, if necessary, be changed and readjusted from time to time
so that the revenues therefrom shall always be sufficient to meet the expenses of operation, repair
and maintenance of the works and the requirements of the Taxable Bonds Sinking Fund and the
Tax-Exempt Bonds Sinking Fund. The rates or charges so established shall apply to any and all
use of such works by and service rendered to the City and all departments thereof, and shall be
paid by the City or the various departments thereof as the charges accrue.
SECTION 19. Defeasance. If, when the 2024 Bonds or a 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 2024 Bonds or a portion thereof for redemption
shall have been given, and the whole amount of the principal, premium, if any, and the interest so
due and payable upon such 2024 Bonds or any portion thereof then outstanding shall be paid, or
(a) sufficient moneys or (b) direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by the United States of America, the principal of and the
interest on which when due will provide sufficient moneys for such purpose, shall be held in trust
for such purpose, and provision shall also be made for paying all fees and expenses for the
redemption, then and in that case the 2024 Bonds issued hereunder or any designated portion
thereof shall no longer be deemed outstanding or entitled to the pledge of the Net Revenues of the
works.
SECTION 20. Additional Obligations. The City reserves the right to authorize and
issue additional bonds payable out of the Net Revenues ranking on a parity with the 2024 Bonds,
the 2017 Bonds and the 2021 Bonds for the purpose of financing the cost of future additions,
extensions and improvements to the works, or to provide for a complete or partial refunding of
obligations, subject to the following conditions precedent:
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(a) The interest on and principal of all bonds payable from the Net
Revenues shall have been paid to date in accordance with the terms thereof,
provided, this condition shall be satisfied if any required amount is to be provided
from the proceeds of such additional bonds or other funds.
(b) The balance in the Debt Service Reserve Account shall be equal to
the amount required herein, provided, this condition shall be satisfied if any
required amount is to be provided from the proceeds of such additional bonds or
other funds.
(c) The Net Revenues in the fiscal year immediately preceding the
issuance of any such bonds ranking on a parity with the 2024 Bonds, the 2017
Bonds and the 2021 Bonds shall be not less than one hundred twenty five percent
(125%) of the average annual principal and interest requirements of the then
outstanding 2024 Bonds, 2017 Bonds, 2021 Bonds and any hereafter issued bonds
ranking on a parity with the 2024 Bonds, the 2017 Bonds and the 2021 Bonds,
including the proposed additional bonds to be issued (“Proposed Parity Bonds”) for
each respective year during the period commencing as of the issuance of the
Proposed Parity Bonds and ending as the final maturity of the then outstanding
revenue bonds, provided that upon the final maturity of the 2017 Bonds and the
2021 Bonds the portion of the sentence above stating “for each respective year
during the period commencing as of the issuance of the Proposed Parity Bonds and
ending as the final maturity of the then outstanding revenue bonds” shall be deleted;
or, prior to the issuance of the additional Proposed Parity Bonds, the rates and
charges shall be increased sufficiently so that said increased rates and charges
applied to the previous fiscal year’s operations would have produced Net Revenues
for said year equal to not less than one hundred twenty five percent (125%) of the
average annual principal and interest requirements for each respective year during
the period commencing as of the issuance of the Proposed Parity Bonds and ending
as the final maturity of the then outstanding revenue bonds; provided that upon the
final maturity of the 2017 Bonds and the 2021 Bonds the portion of the sentence
above stating “for each respective year during the period commencing as of the
issuance of the Proposed Parity Bonds and ending as the final maturity of the then
outstanding revenue bonds” shall be deleted and the following shall be inserted “of
the outstanding revenue bonds and the Proposed Parity Bonds.” For purposes of
this subsection, the records of the works shall be analyzed and all showings shall
be prepared by a certified public accountant employed by the City for that purpose.
(d) The principal of the Proposed Parity Bonds shall be payable on May
1 and the interest shall be payable on May 1 and November 1 during the periods
such principal and interest are payable.
SECTION 21. Further Covenants of the City. For the purpose of further
safeguarding the interests of the owners of the 2024 Bonds, it is hereby specifically provided as
follows:
(a) The City shall at all times maintain the works in good condition, and
operate the same in an efficient manner and at a reasonable cost.
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(b) So long as any of the 2024 Bonds are outstanding, the City shall
maintain insurance on the insurable parts of the works, of a kind and in an amount
such as would normally be carried by private entities engaged in a similar type of
business. All insurance shall be placed with responsible insurance companies
qualified to do business under the laws of the State of Indiana. Insurance proceeds
shall be used in replacing or repairing the property destroyed or damaged, or if not
used for that purpose, shall be treated and applied as Revenues of the Taxable
Bonds Sinking Fund and the Tax-Exempt Bonds Sinking Fund.
(c) So long as any of the 2024 Bonds are outstanding, the City shall not
mortgage, pledge or otherwise encumber the works, or any part thereof, and shall
not sell, lease or otherwise dispose of any part of the same. The City shall not sell,
lease or otherwise dispose of any part of the works, excepting only such machinery,
equipment or other property as may be replaced, or shall no longer be necessary for
use in connection with said utility.
(d) Except as otherwise specifically provided in Section 19 of this
Ordinance, so long as any of the 2024 Bonds are outstanding, no additional bonds
or other obligations pledging any portion of the revenues of the works shall be
issued by the City, except such as shall be made junior and subordinate in all
respects to the 2024 Bonds, unless all of the 2024 Bonds are defeased, redeemed or
retired coincidentally with the delivery of such additional bonds or other
obligations.
(e) The provisions of this Ordinance shall constitute a contract by and
between the City and the owners of the 2024 Bonds, all the terms of which shall be
enforceable by any such owner by any and all appropriate proceedings in law or in
equity. After the issuance of the 2024 Bonds and so long as any of the principal
thereof or interest or premium, if any, thereon remains unpaid, except as expressly
provided herein, this Ordinance shall not be repealed or amended in any respect
which will adversely affect the rights of such owners, nor shall the Council or any
other body of the City adopt any law, ordinance or resolution which in any way
adversely affects the rights of such owners. Except in the case of changes described
in Section 22(a) through (f) hereof, this Ordinance may be amended, however,
without the consent of bond owners, if the Council determines, in its sole discretion,
that such amendment would not adversely affect the owners of the 2024 Bonds.
(f) The provisions of this Ordinance shall be construed to create a trust
in the proceeds of the sale of the 2024 Bonds for the uses and purposes herein set
forth, and the owners of the 2024 Bonds shall retain a lien on such proceeds until
the same are applied in accordance with the provisions of this Ordinance and the
Act. The provisions of this Ordinance shall also be construed to create a trust in the
Net Revenues herein directed to be set apart and paid into the Taxable Bonds
Sinking Fund and/or the Tax-Exempt Bonds Sinking Fund for the uses and
purposes of that Fund as set forth in this Ordinance. The owners of the 2024 Bonds
shall have all the rights, remedies and privileges set forth in the Act, including the
right to have a receiver appointed to administer the utility in the event the City shall
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fail or refuse to fix and collect sufficient rates and charges for those purposes, or
shall fail or refuse to operate and maintain said utility and to apply properly the
revenues derived from the operation thereof, or if there be a default in the payment
of the interest on or principal of the 2024 Bonds or any BANs.
(g) None of the provisions of this Ordinance shall be construed as
requiring the expenditure of any funds of the City derived from any sources other
than the proceeds of the 2024 Bonds and the operation of the utility.
(h) For purpose of this Section 21, the term “lease” shall include any
lease, contract, or other instrument conferring a right upon the City to use property
in exchange for a periodic payments made from the revenues of the works, whether
the City desires to cause such to be, or by its terms (or its intended effects) is to be,
(i) payable as rent, (ii) booked as an expense or an expenditure, or (iii) classified
for accounting or other purposes as a capital lease, financing lease, operating lease,
non-appropriation leases, installment purchase agreement or lease, or otherwise
(including any combination thereof).
SECTION 22. Amendments With Consent of Bondholders. Subject to the terms and
provisions contained in this Section and Sections 21 and 23, the owners of not less than sixty-six
and two-thirds percent (66 2/3%) in aggregate principal amount of the 2024 Bonds and then
outstanding shall have the right, from time to time, to consent to and approve the adoption by the
Council of such ordinance or ordinances supplemental hereto, as shall be deemed necessary or
desirable by the City for the purpose of amending in any particular any of the terms or provisions
contained in this Ordinance, or in any supplemental ordinance; 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, or any mandatory sinking fund redemption date for, or an
advancement of the earliest redemption date on, any Refunding Bond, without the
consent of the holder of each Refunding Bond so affected; or
(b) A reduction in the principal amount of any Refunding Bond or the
redemption premium or the rate of interest thereon, or a change in the monetary
medium in which such amounts are payable, without the consent of the holder of
each Refunding Bond so affected; or
(c) The creation of a lien upon or a pledge of the Net Revenues ranking
prior to the pledge thereof created by this Ordinance, without the consent of the
holders of all 2024 Bonds then outstanding; or
(d) A preference or priority of any Refunding Bond over any other
Refunding Bond, without the consent of the holders of all 2024 Bonds then
outstanding; or
(e) A reduction in the aggregate principal amount of the 2024 Bonds
required for consent to such supplemental ordinance, without the consent of the
holders of all 2024 Bonds then outstanding; or
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(f) A reduction in the Reserve Requirement.
If the City 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 notic e shall
briefly set forth the nature of the proposed supplemental ordinance and shall state that a copy
thereof is on file at the office of the Registrar for inspection by all owners of the 2024 Bonds. The
Registrar shall not, however, be subject to any liability to any owners of the 2024 Bonds by reason
of its failure to mail such notice, and any such failure shall not affect the validity of such
supplemental ordinance when consented to and approved as herein provided.
Whenever at any time within one (1) year after the date of the mailing of such notice, the
City shall receive any instrument or instruments purporting to be executed by the owners of each
or either series of the 2024 Bonds of not less than sixty-six and two-thirds per cent (66-2/3%) in
aggregate principal amount of each or either series of the 2024 Bonds then outstanding, which
instrument or instruments shall refer to the proposed supplemental ordinance 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 City may adopt such supplemental ordinance in substantially such form, without
liability or responsibility to any owners of the 2024 Bonds, whether or not such owners shall have
consented thereto.
No owner of any Refunding Bond shall have any right to object to the adoption of such
supplemental ordinance 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 Council from adopting the same, or from taking any action pursuant to the provisions
thereof. Upon the adoption of any supplemental ordinance pursuant to the provisions of this
section, this Ordinance shall be, and shall be deemed, modified and amended in accordance
therewith, and the respective rights, duties and obligations under this Ordinance of the City and all
owners of the 2024 Bonds then outstanding shall thereafter be determined, exercised and enforced
in accordance with this Ordinance, subject in all respects to such modifications and amendments.
Notwithstanding anything contained in the foregoing provisions of this Ordinance, the
rights and obligations of the City and of the owners of the 2024 Bonds, and the terms and
provisions of the 2024 Bonds and this Ordinance, or any supplemental ordinance, may be modified
or amended in any respect with the consent of the City and the consent of the owners of all the
2024 Bonds then outstanding.
SECTION 23. Amendments Without Consent of Bondholders. The Council may,
from time to time and at any time, and without notice to or consent of the owners of the 2024
Bonds, adopt such ordinances supplemental hereto as shall not be inconsistent with the terms and
provisions hereof (which supplemental ordinances shall thereafter form a part hereof):
(a) To cure any ambiguity or formal defect or omission in this
Ordinance or in any supplemental ordinance;
(b) To grant to or confer upon the owners of the 2024 Bonds any
additional rights, remedies, powers, authority or security that may lawfully be
granted to or conferred upon the owners of the 2024 Bonds;
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(c) To procure a rating on the 2024 Bonds from a nationally recognized
securities rating agency designated in such supplemental ordinance, if such
supplemental ordinance will not adversely affect the owners of the 2024 Bonds;
(d) To obtain or maintain bond insurance with respect to the 2024
Bonds;
(e) To provide for the refunding or advance refunding of the 2024
Bonds;
(f) To provide for the issuance of additional bonds or bond anticipation
notes as provided in Section 19 hereof; or
(g) To make any other change which, in the determination of the
Council in its sole discretion, does not in any way adversely affect the rights of such
owners of the 2024 Bonds.
SECTION 1. Tax Matters. In order to preserve the exclusion of interest on the Tax-
Exempt Bonds from gross income for federal income tax purposes and as an inducement to
purchasers of the Tax-Exempt Bonds, the City represents, covenants and agrees that:
(a) No person or entity, other than the City or another state or local
governmental unit, will use proceeds of the Tax-Exempt Bonds or property
financed by the Tax-Exempt Bond proceeds other than as a member of the general
public. No person or entity other than the City or another state or local
governmental unit will own property financed by Tax-Exempt 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.
(b) No portion of the principal of or interest on the Tax-Exempt Bonds
is (under the terms of the Tax-Exempt Bonds, this Ordinance or any underlying
arrangement), directly or indirectly, secured by an interest in property used or to be
used for any private business use or payments in respect of any private business use
or payments in respect of such property or to be derived from payments (whether
or not to the City) in respect of such property or borrowed money used or to be used
for a private business use.
(c) No Tax-Exempt Bond proceeds will be loaned to any entity or
person other than a state or local governmental unit. No Tax-Exempt Bond proceeds
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
Tax-Exempt Bond proceeds.
(d) The City will not take any action or fail to take any action with
respect to the Tax-Exempt Bonds that would result in the loss of the exclusion from
gross income for federal income tax purposes of interest on the Tax-Exempt Bonds
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pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the
“Code”), and the regulations thereunder as applicable to the Tax-Exempt Bonds,
including, without limitation, the taking of such action as is necessary to rebate or
cause to be rebated arbitrage profits on Tax-Exempt Bond proceeds or other monies
treated as 2024 Bond proceeds to the federal government as provided in Section
148 of the Code, and will set aside such monies, which may be paid from
investment income on funds and accounts notwithstanding anything else to the
contrary herein, in trust for such purposes.
(e) The City will file an information report on Form 8038-G with the
Internal Revenue Service as required by Section 149 of the Code.
(f) The City will not make any investment or do any other act or thing
during the period that any Tax-Exempt Bond is outstanding hereunder which would
cause any Tax-Exempt Bond to be an “arbitrage bond” within the meaning of
Section 148 of the Code and the regulations thereunder as applicable to the Tax-
Exempt Bonds.
(g) It shall not be an event of default under this Ordinance if the interest
on any Tax-Exempt Bonds is not excludable from gross income for federal tax
purposes or otherwise pursuant to any provision of the Code which is not currently
in effect and in existence on the date of issuance of the Tax-Exempt Bonds. These
covenants are based solely on current law in effect and in existence on the date of
delivery of the Tax-Exempt Bonds.
SECTION 2. Notwithstanding any other provisions of this Ordinance, the foregoing
covenants and authorizations (the “Tax Sections”) which are designed to preserve the exclusion of
interest on the Tax-Exempt Bonds from gross income under federal law (the “Tax Exemption”)
need not be complied with to the extent the City receives an opinion of nationally recognized bond
counsel that compliance with such Tax Section is unnecessary to preserve the Tax Exemption.
SECTION 3. Additional Authority. (a) The Executive or Fiscal Officer, and either of
them, is hereby authorized and directed to do and perform all acts and execute in the name of the
City all such instruments, documents, papers or certificates which are necessary, desirable or
appropriate to carry out the transactions contemplated by this Ordinance in such forms as the
Executive or Fiscal Officer executing the same shall deem proper, to be conclusively evidenced
by the execution thereof. Any provision of this Ordinance authorizing the Executive or Fiscal
Officer to act shall mean either of them, individually rather than collectively, is so authorized and
any action taken and agreement or undertaking executed in the name of the City by them in further
of the same shall be deemed a proper use of such authority and will be conclusively evidenced by
their execution of any agreement or undertaking, or by their taking of any such authorized action.
(b) In the event the Executive or Fiscal Officer with the advice of the municipal advisor
to the City certifies to the City that it would be economically advantageous for the City to obtain
a municipal bond insurance policy for any of the 2024 Bonds issued hereunder, the City hereby
authorizes the purchase of such an insurance policy. The acquisition of a municipal bond insurance
policy is hereby deemed economically advantageous in the event the difference between the
present value cost of (a) the total debt service on the 2024 Bonds if issued without municipal bond
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insurance and (b) the total debt service on the 2024 Bonds if issued with municipal bond insurance,
is greater than the cost of the premium on the municipal bond insurance policy. The City also
authorizes the purchase of a debt service reserve surety bond based upon the advice of the City’s
municipal advisor for the 2024 Bonds. If such an insurance policy or surety bond is purchased, the
Executive or Fiscal Officer are hereby authorized to execute and deliver all agreements with the
provider of the policy or surety bond, as the case may be, to the extent necessary to comply with
the terms of such insurance policy, surety bond and the commitments to issue such policy or surety
bond, as the case may be.
SECTION 4. 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 Ordinance, shall be a
legal holiday or a day on which banking institutions in the City 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 day not a legal holiday or a day on which such
banking institutions are typically closed, with the same force and effect as if done on the nominal
date provided in this Ordinance, and no interest shall accrue for the period after such nominal date.
SECTION 5. No Conflict. The Council hereby finds and determines that the adoption
of this Ordinance and the issuance of the 2024 Bonds is in compliance with the 2017 Ordinance,
the 2019 Ordinance and the 2021 Ordinance and such ordinances shall remain in full force and
effect. None of the provisions of this Ordinance shall be construed to adversely affect the rights of
the owners of the 2017 Bonds or the 2021 Bonds.
SECTION 6. Severabilitv. If any section, paragraph or provision of this Ordinance
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
Ordinance.
SECTION 7. Headings. The headings or titles of the several sections shall be solely
for convenience of reference and shall not affect the meaning, construction or effect of this
Ordinance.
SECTION 8. 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. The headings or titles of the several sections shall be solely for
convenience of reference and shall not affect the meaning, construction or effect of this Ordinance.
SECTION 9. Estimates of Rates and Charges. The rates and charges of the utility
are set forth in Ordinance D-2692-23 (the “Rate Ordinance”) adopted by the Council on December
18, 2023, which Rate Ordinance is incorporated herein by reference.
SECTION 10. Effectiveness. This Ordinance shall be in full force and effect from and
after its passage and signing by the Executive.
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PASSED by the Common Council of the City of Carmel, Indiana this ___ day of
______________, 2024, by a vote of ______ ayes and ______ nays.
COMMON COUNCIL FOR THE CITY OF CARMEL, INDIANA
___________________________________
Tony Green, President Adam Aasen, Vice-President
___________________________________ ____________________________________
Rich Taylor Matt Snyder
___________________________________ ____________________________________
Jeff Worrell Teresa Ayers
___________________________________ ___________________________________
Shannon Minnaar Ryan Locke
___________________________________
Anita Joshi
ATTEST:
__________________________________
Jacob Quinn, Clerk
Presented by me to the Mayor of the City of Carmel, Indiana this ____ day o f
_________________________ 2024, at _______ __.M.
____________________________________
Jacob Quinn, Clerk
Approved by me, Mayor of the City of Carmel, Indiana, this _____ day of
________________________ 2024, at _______ __.M.
____________________________________
Sue Finkam, Mayor
ATTEST:
___________________________________
Jacob Quinn, Clerk
Prepared by: Richard C. Starkey
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, IN 46204
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April 9 0
April
April 11:30
A
16th
16th
11:15
A
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EXHIBIT A
Project Cost
West Side Storage Tank
131st and Shelborne - 2 mgd tank with Booster Pumps $7,500,000
Southern Well
Hazell Dell Road between 96th and 106th
Includes 2.5 mgd well and raw water piping $2,500,000
Legacy Well
2.5 mgd well and raw water piping $3,000,000
West Side Water Mains
16" Michigan Road
16" Town Road 116th to 126th
16" 106th Street West of Springmill
12" 146th - gap fill in
12" Ditch road
Total West Side Mains $2,500,000
East Side Water Mains
12" River Road South of 146th
12" 126th and River Road
12" Carmel Drive and 3rd
Total East Side Mains $2,500,000
Plant 1 Generator Installation $1,000,000
Contingency $1,000,000
Total Estimated Project Cost $20,000,000
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It being understood that the above Projects constitute the maximum amount to be spent, but such
amount may decrease in the event it is determined to forgo some Projects due to non-availability
of sufficient bond proceeds, or timing and relationships to other on-going projects of the City. In
addition, some of the above-described Projects may be substituted for other projects that involve
water infrastructure expansion and/or improvements.
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