HomeMy WebLinkAbout04.15.24 CC Meeting Paperless Packet1
COMMON COUNCIL
MEETING AGENDA
MONDAY, APRIL 15, 2024 – 6:00 P.M.
COUNCIL CHAMBERS/CITY HALL/ONE CIVIC SQUARE
1.CALL TO ORDER
2.AGENDA APPROVAL
3.INVOCATION
4.PLEDGE OF ALLEGIANCE
5.RECOGNITION OF CITY EMPLOYEES AND OUTSTANDING CITIZENS
a.Swearing-in of New Carmel Police Officer – Andrew Poucher
6.RECOGNITION OF PERSONS WHO WISH TO ADDRESS THE COUNCIL
7.COUNCIL AND MAYORAL COMMENTS/OBSERVATIONS
8.CONSENT AGENDA
a. Approval of Minutes
1.March 18, 2024 Regular Meeting
2. March 28, 2024 Claims Meeting
b.Claims
1.General Claims - $2,397,729.97
2.Wire Transfers - $2,581,730.44
9.ACTION ON MAYORAL VETOES
10.COMMITTEE REPORTS
a.Finance, Utilities and Rules Committeeb.Land Use and Special Studies Committeec.All reports designated by the Chair to qualify for placement under this category.
11.OTHER REPORTS – (at the first meeting of the month specified below):
a.Carmel Redevelopment Commission (Monthly)b.Carmel Historic Preservation Commission (Quarterly – January, April, July, October)
c.Audit Committee (Bi-annual – May, October)d.Redevelopment Authority (Bi-annual – April, October)e.Carmel Cable and Telecommunications Commission (Bi-annual – April, October)
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f. Economic Development Commission (Bi-annual – February, August) g. Library Board (Annual – February)
h. Ethics Board (Annual – February)
i. Parks Department (Quarterly – February, May, August, November) j. Climate Action Advisory Committee (Quarterly – March, June, September, December) k. All reports designated by the Chair to qualify for placement under this category.
12. OLD BUSINESS a. Ninth Reading of Ordinance D-2696-23; An Ordinance of the Common Council of the City of Carmel, Indiana, Adding Chapter 8, Article 4, Section 8-44 to the Carmel City Code; Sponsor(s): Councilor(s) Worrell and Aasen. Remains in the Finance, Utilities
and Rules Committee. (Next Meeting 5/14/24)
Synopsis: Establishes a speed limit of 20 miles per hour within roundabouts.
b. Second Reading of Ordinance D-2710-24; An Ordinance of the Common Council of the
City of Carmel, Indiana, Authorizing the Issuance of Economic Development Tax Increment Revenue Bonds to Support the Gramercy Project, and Authorizing and Approving Other Actions in Respect Thereto; Sponsor: Councilor Aasen. Remains in the Land Use and Special Studies Committee. (Next Meeting 4/17/24)
Synopsis: Ordinance authorizes the issuance of developer TIF bonds by the City of Carmel, Indiana, to finance improvements to support the development of the Gramercy Project.
c. Second Reading of Ordinance D-2709-24; 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 2024 B,
to provide funds for the payment of costs thereof, and addressing other matters connected
therewith; Sponsor: Councilor Green. Returns from the Finance, Utilities and Rules Committee. 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. 13. PUBLIC HEARINGS
14. NEW BUSINESS a. Resolution CC-04-15-24-01; A Resolution of the Common Council of the City of Carmel, Indiana in Support of the Union and Monon Square South Project; Sponsor:
Councilor Aasen.
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Synopsis: This resolution encourages requesting Outside Funding Sources for the Union project and
commits to fully evaluate and consider issuance of City Funding Sources if the Outside
Funding Sources are successfully secured. 15. AGENDA ADD-ON ITEMS
16. OTHER BUSINESS 17. ANNOUNCEMENTS 18. ADJOURNMENT
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COMMON COUNCIL 1
MEETING MINUTES 2
MONDAY, MARCH 18, 2024 – 6:00 P.M. 3
COUNCIL CHAMBERS/CITY HALL/ONE CIVIC SQUARE 4 5
MEETING CALLED TO ORDER 6 7 Council President Anthony Green; Council Vice-President Adam Aasen; Council Members: Jeff Worrell, 8 Rich Taylor, Matthew Snyder, Anita Joshi, Shannon Minnaar and Deputy Clerk Jessica Komp were 9
present. 10
11 Councilors Teresa Ayers and Ryan Locke participated virtually. 12 13 Council President Green called the meeting to order at 6:00 p.m. 14
15 AGENDA APPROVAL 16 17 The agenda was approved unanimously. 18 19
INVOCATION 20 21 Pastor Gale Stutz, Carmel Christian Church, delivered the Invocation. 22 23 Cherry Tree Elementary 5th grader Emma Hass led the pledge of allegiance. 24
25 RECOGNITION OF CITY EMPLOYEES AND OUTSTANDING CITIZENS 26 27 Mayor Sue Finkam awarded State Representatives Donna Schaibley and Jerry Torr with Range Line 28 Pioneer awards for their years of dedicated service as representatives of Carmel. 29
30 RECOGNITION OF PERSONS WHO WISH TO ADDRESS THE COUNCIL 31 32 Tonya Caplinger spoke to the Council about the lighting coming from Be Well Family Care, which 33 shines directly onto properties in the Carmel Station neighborhood. Ms. Caplinger is frustrated with how 34
long it is taking for the city to help her neighborhood with this matter. 35
36 Dakota Crawford spoke in favor of the Gramercy Marketplace development. Mr. Crawford lives in 37 Gramercy West and looks forward to more walkable, bike-friendly spaces. 38 39
Steve Immel spoke in opposition to the Gramercy Marketplace development. Mr. Immel is opposed to 40
existing homes being removed to make way for higher-density dwellings. He also does not believe 41 Buckingham is a good company for Carmel to do business with. 42 43 COUNCIL AND MAYORAL COMMENTS/OBSERVATIONS 44
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Emma Hass gave the Mayor’s update to Council. Nick Weber, Carmel’s first Executive Director of 46 Economic Development, will begin next week. Nick will focus on increasing economic activity. Zach 47 Jackson, the city’s first CFO, will begin his role on April 8th. Zach will focus on finding opportunities to 48
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reduce costs and increase transparency. Carmel’s new Corporation Counsel will be Samantha Karn, who 49 will start on April 9th. Sam comes to Carmel with experience leading the legal office of Indianapolis 50
under Mayor Ballard. Eclipse tourism is expected to bring heavy traffic on April 8th, so plan your 51
commute accordingly. We have over 15 viewing locations across the city. 52 53 CONSENT AGENDA 54 55
Councilor Minnaar moved to approve the consent agenda. Councilor Aasen seconded. There was no 56
discussion. Council President Green called for the vote. The consent agenda was approved 9-0. 57 58
a. Approval of Minutes 59 60 1. March 4, 2024 Regular Meeting 61 62 b. Claims 63 64 1. Payroll - $3,692,136.64 65 2. General Claims - $2,280,142.19 66
3. Retirement - $110,204.16 67 4. Wire Transfers - $2,247,223.37 68 69 ACTION ON MAYORAL VETOES 70 71
There were none. 72 73 COMMITTEE REPORTS 74 75 Councilor Worrell reported that the Finance, Utilities and Rules Committee will meet on April 9, 2024 at 76
6 p.m. in Council Chambers. 77 78 Councilor Snyder reported that the Land Use and Special Studies Committee met on March 6th to 79 establish an agenda for conducting a special study of the UDO. This agenda will be distributed as it is 80 finalized, so the public will know which meetings may be of most interest. The next meeting will be on 81
Wednesday, March 20th at the Carmel Clay Public Library at 6 p.m. 82 83 OTHER REPORTS – (at the first meeting of the month specified below): 84 85 There were none. 86 87 OLD BUSINESS 88 89 Council President Green announced the eighth reading of Ordinance D-2696-23; An Ordinance of the 90 Common Council of the City of Carmel, Indiana, Adding Chapter 8, Article 4, Section 8-44 to the 91
Carmel City Code; Sponsor(s): Councilor(s) Worrell and Aasen. This remains in the Finance, Utilities 92 and Rules Committee. (Next Meeting 4/9/24) 93 94 Council President Green announced Resolution CC-03-04-24-03; A Resolution of the Common Council 95 of the City of Carmel, Indiana, Regarding Lease of Real Property to Third Party; Sponsor: Councilor Aasen. 96
This returns from the Land Use and Special Studies Committee with a favorable recommendation. The 97 City plans to sell this property after the intersection is redesigned. Councilor Aasen moved to approve the 98
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Resolution. Councilor Joshi seconded the motion. There was no discussion. Council President Green called 99 for the vote. Resolution CC-03-04-24-03 approved 9-0. 100
101 PUBLIC HEARINGS 102 103 Council President Green announced the third Reading of Ordinance Z-687-24; An Ordinance of the 104 Common Council of the City of Carmel, Indiana, Establishing the Andrews Planned Unit Development 105
District; Sponsor: Councilor Minnaar. Councilor Snyder stated that the Land Use and Special Studies 106
Committee has made a favorable recommendation for this ordinance. Councilor Minnaar stated that she 107 reached out to the Petitioner’s legal team earlier that day with a request for a new construction traffic 108 access memo. Jon Dobosiewicz, of Nelson & Frankenberger, provided that new language. The Ordinance 109 has now been amended to reflect the requests of the adjacent neighborhood, Gray Oaks. 110
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Council President Green started the public hearing at 6:24. David Green spoke to Council about his 112 opposition to the Andrews Planned Unit Development. Mr. Green believes the home prices are too high, 113 that traffic has gotten too heavy, and that too much nature has been disrupted by all the building that has 114 happened in Carmel over the last few decades. Council President Green closed the public hearing at 6:27. 115
Councilor Aasen commented that this project was initially proposed with twice the number of dwellings, 116
and that rarely does a project change so much from its original concept to meet the needs and requests of 117 the citizens. Councilors Worrell and Minnaar echoed this sentiment, stating that the end result of this 118 process has yielded a very good product. Councilor Snyder moved to amend the Ordinance. Councilor 119 Aasen seconded. There was no discussion. Council President Green called for the vote. Motion to amend 120
approved 9-0. Councilor Aasen moved to approve the Ordinance. Councilor Minnaar seconded. Council 121
President Green stated that the Mayor has created the Housing Task Force to address the housing needs 122 in Carmel. Right now the market is driving up home prices. Council President Green then called for the 123 vote. Ordinance Z-687-24 approved 9-0. 124 125
Council President Green announced the first reading of Ordinance D-2705-24; An Ordinance of the 126
Common Council of the City of Carmel, Indiana, Authorizing and Approving an Additional 127 Appropriation of Funds from the General Fund #101 to the 2024 Information and Communication 128 Systems Department Budget; Sponsor(s): Councilor(s) Aasen, Taylor, Minnaar and Worrell. Councilor 129 Minnaar moved to introduce the item into business. Councilor Snyder seconded. Councilor Taylor 130
presented the item to Council. Benjamin Legge, Office of Corporation Counsel, explained that last year 131
Hamilton County distributed surplus funds from the 9-1-1 Communications Local Income Tax Fund. 132 Carmel’s share of this surplus went into the General Fund. These funds were intended to update our 133 Emergency Services equipment. This transfer effectively puts these funds into the correct budget so that 134 the money may be used for its intended purpose. Morgan Rinehart of the Information and 135
Communications Systems department stated that this new equipment should be ready for use by June 1st. 136
137 Council President Green began the public hearing at 6:47. Seeing no one who wished to address the 138 Council, President Green closed the public hearing at 6:47. Councilor Aasen moved to suspend the rules 139 and act on this tonight. Councilor Joshi seconded. There was no discussion. Council President Green 140
called for the vote. Motion to suspend the rules approved 9-0. Councilor Aasen moved to approve. 141
Councilor Minnaar seconded. There was no discussion. Council President Green called for the vote. 142 Ordinance D-2705-24 approved 9-0. 143 144 Council President Green announced the first reading of Ordinance D-2708-24; An Ordinance of the 145
Common Council of the City of Carmel, Indiana, Authorizing and Approving an Additional 146
Appropriation of Funds from the General Fund #101 to the 2024 Carmel Police Department Budget; 147 Sponsor(s): Councilor(s) Worrell, Minnaar, Green and Joshi. Councilor Worrell moved to introduce the 148
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item into business. Councilor Minnaar seconded. Councilor Minnaar presented the item to Council. 149 Benjamin Legge, Office of Corporation Counsel, explained that this ordinance is a companion to 150
Resolution CC-03-18-24-01. After that resolution moves the grant funds into the General Fund, this 151
ordinance will then move the funds into the CPD budget. The Carmel Police Department received this 152 federal grant money for its participation in the DUI Task Force, Quick Response Team and the Click It to 153 Live It program. 154 155
Council President Green opened up the public hearing at 6:50 p.m. Seeing no one who wished to 156
address the Council, Council President Green closed the public hearing at 6:51 p.m. Councilor Joshi 157 moved to suspend the rules and act on this tonight. Councilor Taylor seconded. There was no 158 discussion. Council President Green called for the vote. Motion to suspend the rules approved 9-0. 159 Councilor Minnaar moved to approve. Councilor Aasen seconded. There was no discussion. Council 160
President Green called for the vote. Ordinance D-2708-24 approved 9-0. 161
162 NEW BUSINESS 163 164 Council President Green announced the first reading of Ordinance D-2710-24; An Ordinance of the 165
Common Council of the City of Carmel, Indiana, Authorizing the Issuance of Economic Development 166
Tax Increment Revenue Bonds to Support the Gramercy Project, and Authorizing and Approving Other 167 Actions in Respect Thereto; Sponsor: Councilor Aasen. Councilor Aasen moved to introduce the item 168 into business. Councilor Joshi seconded. Councilor Aasen presented the item to Council. Henry 169 Mestetsky, Director of the Carmel Redevelopment Commission, along with Brett Davis and Nathan 170
Harris of Buckingham Companies, provided more information on the revised version of Gramercy East 171
and Carmel Marketplace. This project aims to bring new pedestrian and vehicular connectivity both north 172 and south of the Kinzer Avenue extension. There will be 2 story walk-up renovated apartments, 3 story 173 walk-ups, for-sale townhomes and condos, 4 story urban apartments, 5 story mixed use with retail, age 174 restricted apartments, neighborhood-oriented retail, public parks and plazas. This item was sent to the 175
Land Use and Special Studies Committee to work through the transportation aspects. (Next Meeting 176
3/20/24) After the Ordinance returns from Land Use to the full Council, it will then be assigned to the 177 Finance, Utilities and Rules Committee, to work through the financial aspects of the Ordinance. 178 179 Council President Green announced the first Reading of Ordinance D-2709-24; An Ordinance of the 180
Common Council of the City of Carmel, Indiana, Authorizing the Refunding of Prior Waterworks 181
Revenue Bonds of the City of Carmel, Indiana, Authorizing the Issuance of the City of Carmel, Indiana 182 Taxable Waterworks Refunding Revenue Bonds, Series 2024A, and the City of Carmel, Indiana Tax-183 Exempt Waterworks Revenue and Refunding Revenue Bonds, Series 2024 B, to provide funds for the 184 payment of costs thereof, and addressing other matters connected therewith; Sponsor: Councilor Green. 185
Councilor Aasen moved to introduce the item into business. Councilor Joshi seconded. Council President 186
Green presented the item to Council. John Duffy, Director of Utilities, explained the need for the 187 issuance of these bonds, giving the background and history of Carmel’s water needs. Scott Miller of 188 Baker Tilly further explained the proposed financing plan. Mr. Miller talked about how revenue will 189 grow as new customers are added with population growth. The bond anticipation note is due May 1, 190
2024. Ordinance D-2709-24 was sent to the Finance, Utilities and Rules Committee. (Next Meeting 191
4/9/24) 192 193 Council President Green announced Resolution CC-03-18-24-01; A Resolution of the Common Council 194 of the City of Carmel, Indiana, Approving a Transfer of Funds Between the Grant Fund (CPD)(#900) and 195
the General Fund (#101); Sponsor(s): Councilor(s) Worrell, Minnaar, Green and Joshi. Councilor Minnaar 196
moved to introduce the item into business. Councilor Worrell seconded. Councilor Joshi presented the item 197 to Council. This resolution will allow grant funds received for the Carmel Police Department’s participation 198
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in the DUI Task Force, Quick Response Team and the Click It to Live It program to be used to pay overtime 199 earned by officers who worked on the programs. Councilor Aasen moved to approve. Councilor Snyder 200
seconded. There was no discussion. Council President Green called for the vote. Resolution CC-03-18-201 24-01 approved 8-0. Councilor Ayers was not present. 202 203 Council President Green announced Resolution CC-03-18-24-02; A Resolution of the Common Council 204 of the City of Carmel, Indiana, Recognizing March 2024 as National Disability Awareness Month; 205
Sponsor(s): Councilor(s) Aasen, Worrell, Minnaar and Joshi. Councilor Aasen moved to introduce the item 206
into business. Councilor Minnaar seconded. Councilor Aasen presented the item to Council. Andy Leffler, 207 Assistant Director of Relay Indiana, shared his desire to see Carmel become more inclusive of people with 208 disabilities. Ideas such as having all public televisions and screens captioned at all times would help the 209 hearing impaired. Mr. Leffler shared that 1 in 4 people have some type of disability. Councilor Aasen 210
moved to approve. Councilor Joshi seconded. There was no discussion. Council President Green called for 211
the vote. Resolution CC-03-18-24-02 approved 8-0. Councilor Snyder was not present. 212 213 Council President Green announced Resolution CC-03-18-24-03; A Resolution of the Common Council 214 of the City of Carmel, Indiana, Approving the Suspension of the Short Term Residential Rental Ordinance 215
During Certain Periods of the Year; Sponsor(s): Councilor(s) Aasen and Worrell. Councilor Worrell moved 216
to introduce the item into business. Councilor Joshi seconded. Councilor Worrell presented the item to 217 Council. Councilor Joshi moved to approve the item. Councilor Taylor seconded. Councilor Minnaar stated 218 that she would be abstaining from the vote, as an HOA President who had voted to ratify the banning of 219 short-term rentals. Council President Green called for the vote. Resolution CC-03-18-24-03 approved 7-220
0. Councilor Snyder was not present. Councilor Minnaar abstained. 221 222 AGENDA ADD-ON ITEMS 223 There were none. 224 225
OTHER BUSINESS 226
There was none. 227 228 ANNOUNCEMENTS 229 There were none. 0 230
231 ADJOURNMENT 232 233 Council President Green adjourned the meeting at 8:17 p.m. 234 235
Respectfully Submitted, 236
237 _______________________________ 238 Jacob Quinn, Clerk 239 240
241
Approved, 242 243 _______________________________ 244 ATTEST: Anthony Green, Council President 245
246
_______________________________ 247 Jacob Quinn, Clerk 248
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COMMON COUNCIL 2
SPECIAL MEETING MINUTES 3
THURSDAY, MARCH 28, 2024 – 8:00 A.M. 4
COUNCIL CHAMBERS/CITY HALL/ONE CIVIC SQUARE 5
6 MEETING CALLED TO ORDER 7 8
Council President Tony Green, Councilors Adam Aasen, Rich Taylor, Teresa Ayers, Matthew Snyder, 9 Shannon Minnaar and Deputy Clerk Jessica Komp were present. 10 11 Councilors Jeff Worrell, Anita Joshi, and Ryan Locke were not present. 12 13
Council President Green called the meeting to order at 8:00 a.m. 14 15 CLAIMS 16 17 Councilor Snyder moved to approve claims. Councilor Minnaar seconded. There was no Council 18
discussion. Council President Green called for the vote. Claims were approved 6-0. 19 20 1. Payroll $3,661,611.37 21 2. General Claims $7,855,968.55 and $30,268.89 (Purchase Card) 22 23 24 ADJOURNMENT 25 26 Council President Green adjourned the meeting at 8:01 a.m. 27 28
Respectfully submitted, 29 30 31 ____________________________________ 32 Jacob Quinn, Clerk 33
34 Approved, 35 36 37 ____________________________________38
Anthony Green, Council President 39 ATTEST: 40 41 42 43
________________________________ 44 Jacob Quinn, Clerk 45
April 5, 2024 CRC Report for April 15, 2024, City Council Meeting P a g e | 1
CITY COUNCIL APRIL 2024 REPORT
REPORTING ON FEBRUARY 2024 FINANCES
MARCH 2024 ACTIVITIES
STRATEGIC HIGHLIGHTS
• Construction progressing on the following projects:
o Me lange
o The Signature
o First on Main
o Magnolia
o The Muse (The Corner)
o The Wren
o The Windsor
o Republic Airways (Hamilton Crossing)
o Proscenium II
o North End
o The LOR/1933 Lounge Project
o Lexington & Main Roundabout Art
FINANCIAL SNAPSHOT
February Beginning Balance $ 6,880,516.41
February Revenues $ 106,712.40
February Transfers $ (15,950.00)
February Expenditures $ 159,845.43
February ending Balance Without Reserve Funds $ 6,811,433.38
Supplemental Reserve Fund
$ 4,277,846
City Center Bond Reserve $ 404,390
Midtown Bond Reserve $ 815,381
Midtown West Bond Reserve $ 592,442
Urban Parks Fund $ 1,643,069
February Balance With Reserve Funds $ 14,544,561
FINANCIAL STATEMENT
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Financial Statement
FEBRUARY MONTH-END FINANCIAL BALANCE
Ending Balance without
Restricted Funds
$ 6,811,433
Ending Balance with
Restricted Funds
$ 14,544,561
SUMMARY OF CASH
For the Month Ending February 2024
DESCRIPTION ACTUAL
MONTHLY
PROJECTION VARIANCE
Cash Balance 2/1/24
1101 Cash $ 6,006,997.37 $ 6,006,997.37 -
1110 TIF $ 873,519.04 $ 873,519.04 -
Total Cash $ 6,880,516.41 $ 6,880,516.41 -
Receipts
1101 Cash $ 106,712.40 $ 88,462.38 $ 18,250.02
1110 TIF $ - $ - $ -
Developer Payments $ - $ - $ -
Transfers to Reserves (TIF) $ - $ - $ -
Transfers to Reserves (non-TIF) $ (15,950.00) $ - $ (15,950.00)
Transfer to SRF $ - $ - $ -
Total Receipts $ 90,762.40 $ 88,462.38 $ 2,300.02
Disbursements
1101 Cash $ 159,845.43 $ 192,673.53 $ 32,828.10
1110 TIF $ - $ - $ -
Total Disbursements $ 159,845.43 $ 192,673.53 $ 32,828.10
1101 Cash $ 5,937,914.34 $ 5,902,786.22 $ 35,128.12
1110 TIF $ 873,519.04 $ 873,519.04 $ -
Cash Balance 2/29/24 $ 6,811,433.38 $ 6,776,305.26 $ 35,128.12
Total Usable Funds $ 6,811,433.38 $ 6,776,305.26 $ 35,128.12
($2,000,000.00)
$0.00
$2,000,000.00
$4,000,000.00
$6,000,000.00
$8,000,000.00
FEBRUARY
MONTH END BALANCE
Actual Budget Variance
FINANCIAL STATEMENT
April 5, 2024 CRC Report for April 15, 2024, City Council Meeting P a g e | 3
FUND BALANCES AND OUTSTANDING RECEIVABLES
As of month-end February 2024
RESTRICTED FUNDS
Supplemental Reserve Fund $ 4,277,846
City Center Bond Reserve $ 404,390
Midtown Bond Reserve $ 815,381
Midtown West Bond Reserve $ 592,442
Urban Parks Fund $ 1,643,069
Sub-total: $ 7,733,127
UNRESTRICTED FUNDS
TIF $ 873,519
Non TIF $ 5,937,914
Sub-total: $ 6,811,433
Total Funds $ 14,544,561
OUTSTANDING RECEIVABLES
N/A $ -
TOTAL OUTSTANDING RECEIVABLES $ -
STATEMENT OF CHANGES IN EQUITY
MONTH END: FEBRUARY 2023
DESCRIPTION REVENUE EXPENSES
Total Receipts (TIF) -
Total Receipts (Non-TIF) $ 90,762.40
Expenditures (TIF) -
Expenditures (Non-TIF) $ 159,845.43
FINANCIAL UPDATE
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Financial Update
TIF REVENUE AND DEBT
Estimated 2024 TIF revenue and PIATT payments available for CRC use is $33,636,213.
$-
$10,000,000
$20,000,000
$30,000,000
$40,000,000
20
1
8
20
1
9
20
2
0
20
2
1
20
2
2
20
2
3
TIF Revenue
Debt Service
DEBT PAYMENTS
Month Payment
June 2024 $16,550,975
December 2024 $16,549,798
PROJECT UPDATES
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Project Updates
CITY CENTER
Developer Partner: Pedcor Companies
Allocation Area: City Center
Use: Mixed-Use
Project Summary: Mixed Use development, multiple buildings
Figure 1 City Center Master Plan, provided by Pedcor City Center Development Company
PROJECT UPDATES
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1) Project Status – (changes noted below.)
CRC Contract Amounts:
City Center Bond: $ 16,214,875.00
2016 TIF Bond: $ 2,598,314.00 (5th Floor of Park East garage)
Site Construction Contract Amounts: $1,442,962 – Smock Fansler, contractor - Complete
Veterans Way Extension Project Amounts: $3,403,000 – Hagerman, contractor – Complete
Parcel 73 Site work: $149,600 – Smock Fansler, contractor
PROJECT USE PROJECT
DATES
DESIGN RENDERINGS PROVIDED BY PEDCOR
Veterans
Way
Garage
A five-story parking
structure with 735
parking spaces
Open to the public on
9/22/17
Completed
in
May 2017
Contract
Amt.
$13,954,68
3
Baldwin/
Chambers
A four-story building,
of approximately
64,000 square feet,
which will include
luxury apartments and
commercial retail/
office space.
Approx. 26
Apartments
Hagerman is the
contractor.
Completed
in June
2018
Pedcor
Office 5
A two-story building,
of approximately
20,000 square feet,
which will include
office space.
Start: Fall
2015
Completed
Q4 2017
Tenants have moved into the new building
PROJECT UPDATES
April 5, 2024 CRC Report for April 15, 2024, City Council Meeting P a g e | 7
Kent A three-story building,
of approximately
111,000 square feet of
luxury apartments.
Site drawings were
approved by the CRC
Architectural
Committee.
Start:
Summer
2018
Complete:
June 2021
Site Construction – Start: Spring 2018
Site Work Awarded – Spring 2018
Building Construction – Start: Summer 2018
Building Complete June 2021
- Pool and Site work is still under construction
Hamilton
(Park East
commerci
al/reside
ntial
buildings
Hamilton East: 5
ground floor
residential two-story
townhomes; 7,954 SF
of ground floor
commercial space
Hamilton West: 13,992
SF of ground floor
commercial space
Start:
Summer
2018
Hamilton East - Construction commenced: Summer 2018,
completed Summer 2019
Hamilton West – Construction commenced: Summer 2020, currently under construction
Playfair
and
Holland
A five-story building,
of approximately
178,000 square feet,
which will include 112
luxury apartments and
commercial
retail/office space.
Start:
September
2019
Complete:
Spring
2022
Approx.
112
Apartment
s
Windsor A four-story building,
of approximately
64,000 square feet.
Start:
Summer
2022
Complete:
May/June
2024
April 2024
PROJECT UPDATES
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Wren A six-story building of
approximately
157,000 square feet,
which will include
luxury apartments and
commercial
office/retail space.
Start:
Summer
2020
Complete:
June 2024
Currently under construction
Note: All completion dates indicated above are per the Completion Guaranties executed between the CRC and Pedcor.
Should Pedcor miss these dates they are obligated to cover the debt obligations.
2) Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
3) CRC Commitments
An overview of commitments has been uploaded to the CRC website.
Most significantly, the CRC committed to publicly bid a four-story parking garage with not less than
620 parking spaces which has been completed and is available for public use. The CRC also
commits to coordinate any significant site plan changes requested by Pedcor with City Council.
March 2024
PROJECT UPDATES
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PROSCENIUM
1) Developer Partner(s): Novo Development
Group
2) Economic Development Area: 126th Street
3) Project Summary: Mixed-use development,
multiple buildings.
1) 197 Apartments; 22 for-sale condos
2) Approx. 140,000 SF of office and retail
space
3) Approx. 450 parking spaces (public and
private)
Total project budget: $60,000,000
4) Anticipated Project Schedule
Design Start 2016
Construction Start 2018
Construction Complete 2022
Tavern Construction Start Estimated Fall 2023
Tavern Construction Complete Estimated
5) Construction Milestones: Construction is complete. Construction of the Tavern estimated to begin fall
2023.
6) Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
7) CRC Commitments
No commitments by the CRC have been made.
The City will be relocating and burying Duke Energy’s transmission line and completing road
improvements adjacent to the development.
September 2022
September 2022
PROJECT UPDATES
April 5, 2024 CRC Report for April 15, 2024, City Council Meeting P a g e | 10
MELANGE
1)Developer Partner(s): Onyx + East
2)Economic Development Area: Firehouse
3)Project Summary: 45 for-sale townhomes
and approximately 12 for-sale flats
4)Total project budget: $30,000,000
5)Anticipated Project Schedule
Construction Start May 2021
Complete Estimated
December 2023
6)Construction Milestones: Construction is
underway.
7)CRC Commitments
CRC contributed land to the development of this project, relocated the CFD generator, and is funding
infrastructure, road work, and utility relocations with TIF.
8)Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
Rendering
September 2023 March 2024
PROJECT UPDATES
April 5, 2024 CRC Report for April 15, 2024, City Council Meeting P a g e | 11
CIVIC SQUARE GARAGE
1) CRC Design-Build Project
2)Economic Development Area: Carmel City
Center/Carmel City Center Amendment
3)Project Summary:
- 303-space parking garage
- 255 spaces will be open to the public
- 48 spaces are reserved for owner-occupied condos
that will line the west and north sides of the garage (to
be developed as part of a future CRC project)
4)Total project budget: $9,700,000
5)Anticipated Project Schedule
Construction Start January 2022
Construction End Opened
Summer 2022
6)Construction Milestones: Garage is now open for
public use.
7)CRC Commitments
The CRC will be involved with development and construction of the parking garage
8)Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
September 2022 Rendering
March 2023
PROJECT UPDATES
April 5, 2024 CRC Report for April 15, 2024, City Council Meeting P a g e | 12
FIRST ON MAIN
1)Developer Partner(s): Lauth Group, Inc.
2)Economic Development Area: Lot One
3)Project Summary:
- 310-space public parking garage
- Four-story, 73,000 SF Class-A office building with first floor restaurant space and a private rooftop terrace
- 8 condominiums
- 35 apartments
- Community gathering plaza featuring the City’s Rotary Clock
4)Total project budget: $35,000,000
5)Anticipated Project Schedule
Construction Start Fall 2021
Construction End Estimated
November 2023
6)Construction Milestones: Construction is underway.
7)CRC Commitments
CRC contributed the land for this development. Future commercial taxes from the project (TIF) are being
used to fund infrastructure improvements that may include the garage, utility relocations, and roadway
improvements.
8)Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
Rendering January 2024 March 2024
PROJECT UPDATES
April 5, 2024 CRC Report for April 15, 2024, City Council Meeting P a g e | 13
THE SIGNATURE
1)Developer Partner(s): Tegethoff Development and Great Lakes Capital
2)Economic Development Area: Main and Old Meridian
3)Project Summary:
- 8 owner-occupied flats/condos
- 295 luxury apartments
- 15k sf of office/retail
- 374 structured parking spaces
- Dedication of land for future street
4)Total project budget: $78,000,000
5)Anticipated Project Schedule
Construction Start November 2021
Construction End Estimated December 2023 w/ retail buildouts ongoing through
Spring 2024
6)Construction Milestones: Construction is underway.
7)CRC Commitments:
Future commercial taxes from the project (TIF) are being used to fund infrastructure improvements that
may include the garage, utility relocations, and roadway improvements.
8)Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
Rendering March 2024
PROJECT UPDATES
April 5, 2024 CRC Report for April 15, 2024, City Council Meeting P a g e | 14
MAGNOLIA
1)Developer Partner(s): Old Town Companies
2)Economic Development Area: Magnolia
3)Project Summary: Multi-phase development that will include six condominium buildings with five units
per building, for a total of 30 for-sale condos, and future multi-family residential on the corner of City
Center Drive and Rangeline Road.
4)Total project budget:
5)Anticipated Project Schedule
Construction Start April 2022 (Building 1)
Construction End Estimated 2025 (Buildings 4-6)
6)Construction Milestones: Construction is underway.
7)CRC Commitments: CRC contributed the land for the development of this project.
8)Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
Rendering
September 2023
March 2024
PROJECT UPDATES
April 5, 2024 CRC Report for April 15, 2024, City Council Meeting P a g e | 15
THE MUSE
1)Developer Partner(s): Kite Reality Group
2)Economic Development Area: The Corner
3)Project Summary: mixed-use project consisting of 278 apartments, 25,000 square feet of office/retail
space, and a free 364-space public parking garage
4)Total project budget: $69,000,000
5)Anticipated Project Schedule
Construction Start Late 2021
Construction End
Bldg A/Garage: Estimated December 2023
Bldg B: Estimated April 2024
6)Construction Milestones: Construction is underway.
7)CRC Commitments
Future commercial taxes from the project (TIF) are being used to construct the public parking garage,
utility relocations, and streetscape improvements.
8)Council and/or CRC Action Items
Rendering March 2024
PROJECT UPDATES
April 5, 2024 CRC Report for April 15, 2024, City Council Meeting P a g e | 16
HAMILTON CROSSING
1)Developer Partner(s): Kite Reality Group and Pure Development, Inc.
2)Economic Development Area: Amended 126th Street
3)Project Summary: New home of Republic Airways. 105,000 square-foot training facility with 20
classrooms, 94 workstations, two cabin trainers, and eight flight simulators. The hotel adjacent to the
training center will be expanded to 274 rooms. 1,900 jobs brought/created with Republic alone.
4)Total project budget: $200,000,000 investment for Phase 1 and II
5)Anticipated Project Schedule
Construction Start HQ/Corporate Housing: Winter 2021 (Complete)
Garage: Winter 2022
Construction End HQ/Corporate Housing: Completed
Garage: Estimated April 2024
6)Construction Milestones: Construction is underway. Training Center is open.
7)CRC Commitments
Future commercial taxes from the project (TIF) are being used to fund infrastructure improvements that
may include the garage, utility relocations, and roadway improvements.
8)Council and/or CRC Action Items
Rendering
Rendering
March 2024
PROJECT UPDATES
April 5, 2024 CRC Report for April 15, 2024, City Council Meeting P a g e | 17
PROSCENIUM II
1) Developer Partner(s): Novo Development Group
2) Economic Development Area: Amended 126th Street
3) Project Summary: Mixed-use development
i. 120 parking spaces
ii. 48 Apartments; 7 for-sale condos
iii. Approx. 15,000 SF of office and retail space
iv. Approx. Total project budget: $18,000,000
4) Anticipated Project Schedule
Design Start 2021
Construction Start 2022
Construction Complete Estimated August 2024
5) Construction Milestones: Construction is underway.
6) Council and/or CRC Action Items
ACTION ITEM CITY COUNCIL CRC
7) CRC Commitments
No commitments by the CRC have been made.
Respectfully submitted,
Henry Mestetsky
Executive Director
Carmel Redevelopment Commission/Department
April 5, 2024
Prepared for City Council and the Redevelopment Commission
-End Report-
Rendering March 2024
CARMEL HISTORIC PRESERVATION COMMISSION
QUARTERLY REPORT TO CARMEL CITY COUNCIL APRIL 2024
January 2024 to March 2024
• Carmel Historic Architecture Survey data transferred from RuskinArc to ArcGIS. Staff is working with
City’s IT staff to create an overlay for the Survey data on the City’s website.
• Commission approved the creation of a grant program to encourage eligible owners to apply for National
Register listing.
• Commission approved the creation of a Preservation Plan for 14420 Cherry Tree Road.
• Chairman Nick Davis left Commission, and Jess Lawhead was elected as Chairman with Fred Swift reelected as Vice Chairman. The City Council reviewed and approved Rosemary Dunkle for reappointment
to Commission, with Emily Ehrgott and Barry Simich also appointed as new members by the City Council.
• Commission set aside $25,000 for Spring 2024 façade grant program.
• Informational meeting held for potential façade grant applicants.
• Throughout the previous quarter, CHPC staff continued to participate in the review of improved location
permit applications for historic properties, per the stipulations of the 60-day demolition delay ordinance.
Respectfully submitted,
Mark Dollase
Carmel Historic Preservation Commission Administrator
SPONSOR(s): Councilors Aasen, Hannon,
Rider and Worrell
This Ordinance was prepared by Jon Oberlander, Corporation Counsel, on 11/1/2023 at 4:25 p.m. No subsequent revision to this
Ordinance has been reviewed by Mr. Oberlander for legal sufficiency or otherwise.
ORDINANCE NO. D-2696-23 1
2
AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, 3
ADDING CHAPTER 8, ARTICLE 4, SECTION 8-44 TO THE CARMEL CITY CODE 4
5
Synopsis: Establishes a speed limit of 20 miles per hour within roundabouts. 6
7
WHEREAS, the City of Carmel, Indiana, has the authority to establish motor vehicle speed limits 8
pursuant to Indiana Code § 9-21-5-6 and City Code Section 8-15; and 9
10
WHEREAS, for the safety of the travelling public, the Common Council now finds it necessary to 11
establish a speed limit of twenty (20) miles per hour within City roundabouts. 12
13
NOW, THEREFORE, BE IT ORDAINED, by the Common Council of the City of Carmel, 14
Indiana, as follows: 15
16
Section 1. The foregoing Recitals are fully incorporated herein by this reference. 17
18
Section 2. Carmel City Code Chapter 8, Article 4, Section 8-44 is hereby added to the Carmel City 19
Code to read as follows: 20
21
Ҥ 8-44 Twenty m.p.h. Speed Limit Within Roundabouts. 22
23
No person shall drive a motor vehicle in excess of twenty (20) miles per hour within a 24
roundabout.” 25
26
Section 3. The Carmel Street Department is directed to promptly add the appropriate signage to 27
fulfill the mandates contained in this Ordinance upon its passage. 28
29
Section 4. All prior ordinances or parts thereof inconsistent with any provision of this Ordinance 30
are hereby repealed, to the extent of such inconsistency only, as of the effective date of this Ordinance. 31
However, the repeal or amendment by this Ordinance of any other ordinance does not affect any rights or 32
liabilities accrued, penalties incurred or proceedings begun prior to the effective date of this Ordinance. 33
Those rights, liabilities and proceedings are continued and penalties shall be imposed and enforced under 34
such repealed or amended ordinance as if this Ordinance had not been adopted. 35
36
Section 5. If any portion of this Ordinance is for any reason declared to be unconstitutional or 37
invalid, such decision shall not affect the validity of the remaining portions of this Ordinance so long as 38
enforcement of same can be given the same effect. 39
40
Section 6. This Ordinance shall be in full force and effect from and after the date of its passage, 41
execution by the Mayor, and publication as required by law. 42
43
44
45
Ordinance D-2696-23 46
Page One of Two 47
48
SPONSOR(s): Councilors Aasen, Hannon,
Rider and Worrell
PASSED, by the Common Council of the City of Carmel, Indiana, this ____ day of ________, 2024,49
by a vote of _____ ayes and _____ nays. 50
51
COMMON COUNCIL FOR THE CITY OF CARMEL 52
53
54
55
56
57
58
59
60
61
62
63
64
Adam Aasen
____________________________________ Teresa Ayers
____________________________________
Ryan Locke
___________________________________ Rich Taylor65
66
67
68
69
70
71
72
___________________________________ Anthony Green
___________________________________ Jeff Worrell
___________________________________
Shannon Minnaar
___________________________________ Matthew Taylor
___________________________________ Anita Joshi
ATTEST:
__________________________________ Jacob Quinn, Clerk73
74
75 Presented by me to the Mayor of the City of Carmel, Indiana this ____ day of
_________________________ 2024, at _______ __.M.76
77
78 ____________________________________ Jacob Quinn, Clerk79
80
81 Approved by me, Mayor of the City of Carmel, Indiana, this _____ day
of ________________________ 2024, at _______ __.M.82
83
84 ____________________________________ Sue Finkam, Mayor85
86
87
88
89
90
91
ATTEST:
___________________________________ Jacob Quinn, Clerk
Ordinance D-2696-23
Page Two of Two
This Ordinance was prepared by Jon Oberlander, Corporation Counsel, on 11/1/2023 at 4:25 p.m. No subsequent revision to this
Ordinance has been reviewed by Mr. Oberlander for legal sufficiency or otherwise.
92
93
Sponsor: Councilor Aasen 1
ORDINANCE D-2710-24 2
AN ORDINANCE OF THE COMMON COUNCIL OF THE 3
CITY OF CARMEL, INDIANA, AUTHORIZING THE 4 ISSUANCE OF ECONOMIC DEVELOPMENT TAX 5 INCREMENT REVENUE BONDS TO SUPPORT THE 6 GRAMERCY PROJECT, AND AUTHORIZING AND 7
APPROVING OTHER ACTIONS IN RESPECT THERETO 8
Synopsis: 9
Ordinance authorizes the issuance of developer TIF bonds by the City of Carmel, 10 Indiana, to finance improvements to support the development of the Gramercy Project. 11
WHEREAS, the City of Carmel, Indiana (the “City”), is a municipal corporation and 12
political subdivision of the State of Indiana and by virtue of I.C. 36-7-11.9 and I.C. 36-7-12 13
(collectively, the “Act”), is authorized and empowered to adopt this ordinance (this “Bond 14 Ordinance”) and to carry out its provisions; 15
WHEREAS, Buckingham Properties, LLC or an affiliate thereof (the “Company”), 16 desires to finance the design and construction of certain improvements described in Exhibit A 17
hereto which are, or will be, located in the Gramercy Economic Development Area (collectively, 18
the “Projects”); 19
WHEREAS, the Company has advised the City of Carmel Economic Development 20 Commission (the “Commission”) and the City that it proposes that the City issue its taxable or 21 tax-exempt Economic Development Tax Increment Revenue Bonds, Series 20__ (Gramercy 22
Development Partners, LLC Project)), in one or more series (with such different or additional 23
series designation determined to be necessary or appropriate) in an aggregate amount not to 24 exceed Fifty-Three Million Dollars ($53,000,000) (the “Bonds”), under the Act and provide the 25 proceeds of such Bonds to the Company for the purpose of financing the Projects; 26
WHEREAS, the completion of the Projects results in the diversification of industry, the 27
creation of jobs and the creation of business opportunities in the City; 28
WHEREAS, pursuant to I.C. § 36-7-12-24, the Commission published notice of a public 29 hearing (the “Public Hearing”) on the proposed issuance of the Bonds to finance the Projects; 30
WHEREAS, on the date specified in the notice of the Public Hearing, the Commission 31 held the Public Hearing on the Projects; and 32
WHEREAS, the Commission has performed all actions required of it by the Act 33
preliminary to the adoption of this Bond Ordinance and has approved and forwarded to the 34 Common Council the forms of: (1) a Financing Agreement between the City and the Company 35 (the “Financing Agreement”); (2) a Trust Indenture between the City a trustee to be selected by 36 the Controller of the City (the “Trustee”) (the “Indenture”); (3) the Bonds; and (4) this Bond 37
Ordinance (the Financing Agreement, the Indenture, the Bonds, and this Bond Ordinance, 38
collectively, the “Financing Agreements”); 39
2
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE 40 CITY OF CARMEL, INDIANA, THAT: 41
Section 1. Findings; Public Benefits. The Common Council hereby finds and 42
determines that the Projects involve the acquisition, construction and equipping of an 43 “economic development facility” as that phrase is used in the Act; that the Projects will 44 increase employment opportunities and increase diversification of economic development 45 in the City, will improve and promote the economic stability, development and welfare in 46
the City, will encourage and promote the expansion of industry, trade and commerce in 47
the City and the location of other new industries in the City; that the public benefits to be 48 accomplished by this Bond Ordinance, in tending to overcome insufficient employment 49 opportunities and insufficient diversification of industry, are greater than the cost of 50 public services (as that phrase is used in the Act) which will be required by the Projects; 51
and, therefore, that the financing of the Projects by the issue of the Bonds under the Act: 52
(i) will be of benefit to the health and general welfare of the City; and (ii) complies with 53 the Act. 54
Section 2. Approval of Financing. The proposed financing of the Projects by 55 the issuance of the Bonds under the Act, in the form that such financing was approved by 56
the Commission, is hereby approved. 57
Section 3. Authorization of the Bonds. The issuance of the Bonds, payable 58 solely from revenues and receipts derived from the Financing Agreements, is hereby 59 authorized. 60
Section 4. Terms of the Bonds. (a) The Bonds, in the aggregate principal 61
amount not to exceed Fifty-Three Million Dollars ($53,000,000), shall (i) be executed at 62
or prior to the closing date by the manual or facsimile signatures of the Mayor and the 63 Clerk of the City; (ii) be dated as of the date of their delivery; (iii) for each series of the 64 Bonds, mature on a date not later than twenty-five years after the date of the first draw of 65 principal on such series of the Bonds; (iv) bear interest at such rates as determined with 66
the purchaser thereof (the “Purchaser”) in an amount not to exceed eight percent (8.00%), 67
with such interest payable as provided in the Financing Agreements, and which interest 68 may be taxable or tax-exempt, as determined by the Mayor and the Controller of the City, 69 with the advice of the City’s bond counsel, prior to the issuance of the Bonds; (v) be 70 issuable in such denominations as set forth in the Financing Agreements; (vi) be issuable 71
only in fully registered form; (vii) be subject to registration on the bond register as 72
provided in the Indenture; (viii) be payable in lawful money of the United States of 73 America; (ix) be payable at an office of the Trustee as provided in the Indenture; (x) be 74 subject to optional redemption prior to maturity and subject to redemption as otherwise 75 provided in the Financing Agreements; (xi) be issued in one or more series; and (xii) 76
contain such other terms and provisions as may be provided in the Financing 77
Agreements. 78
(b) The Bonds and the interest thereon do not and shall never constitute an 79 indebtedness of, or a charge against the general credit or taxing power of, the City, but 80 shall be special and limited obligations of the City, payable solely from revenues and 81
other amounts derived from the Financing Agreements. Forms of the Financing 82
Agreements are before this meeting and are by this reference incorporated in this Bond 83
3
Ordinance, and the Clerk of the City is hereby directed, in the name and on behalf of the 84 City, to insert them into the minutes of the Common Council and to keep them on file. 85
Section 5. Sale of the Bonds. The Mayor is hereby authorized and directed, 86
in the name and on behalf of the City, to sell the Bonds to the Purchaser at such prices as 87 are determined on the date of sale and approved by the Mayor of the City. 88
Section 6. Execution and Delivery of Financing Agreements. The Mayor and 89 the Clerk of the City are hereby authorized and directed, in the name and on behalf of the 90
City, to execute or endorse and deliver the Financing Agreement, the Indenture, and the 91
Bonds, submitted to the Common Council, which are hereby approved in all respects. 92
Section 7. Changes in Financing Agreements. The Mayor and the Clerk of 93 the City are hereby authorized, in the name and on behalf of the City, without further 94 approval of the Common Council or the Commission, to approve such changes in the 95
Financing Agreements as may be permitted by Act, such approval to be conclusively 96
evidenced by their execution thereof. 97
Section 8. Reimbursement from Bond Proceeds. The City hereby declares its 98 intent to issue the Bonds for the purpose of financing the Projects, which Bonds will not 99 exceed $53,000,000, and pursuant to Treas. Reg. §1.150-2 and IC 5-1-14-6(c), to 100
reimburse costs of the Projects (including costs of issuing the Bonds) from proceeds of 101
the sale of such Bonds. 102
Section 9. General. The Mayor and any other officer of the City, and each of 103 them, are hereby authorized and directed, in the name and on behalf of the City, to 104 execute or endorse any and all agreements, documents and instruments, perform any and 105
all acts, approve any and all matters, and do any and all other things deemed by them, or 106
either of them, to be necessary or desirable in order to carry out and comply with the 107 intent, conditions and purposes of this Bond Ordinance (including the preambles hereto 108 and the documents mentioned herein), the Projects, the issuance and sale of the Bonds, 109 and the securing of the Bonds under the Financing Agreements, and any such execution, 110
endorsement, performance or doing of other things heretofore effected be, and hereby is, 111
ratified and approved. 112
Section 10. Binding Effect. The provisions of this Bond Ordinance and the 113 Financing Agreements shall constitute a binding contract between the City and the 114 holders of the Bonds, and after issuance of the Bonds this Bond Ordinance shall not be 115
repealed or amended in any respect which would adversely affect the rights of the holders 116
of the Bonds as long as the Bonds or interest thereon remains unpaid. 117
Section 11. Repeal. All ordinances or parts of ordinances in conflict herewith 118 are hereby repealed. 119
Section 12. Effective Date. This Bond Ordinance shall be in full force and 120
effect immediately upon adoption and compliance with I.C. § 36-4-6-14. 121
Section 13. Copies of Financing Agreements on File. Two copies of the 122 Financing Agreements incorporated into this Bond Ordinance were duly filed in the 123 office of the Clerk of the City, and are available for public inspection in accordance with 124 I.C. § 36-1-5-4. 125
4
PASSED by the Common Council of the City of Carmel, this _____ day of _____________, 126 2024, by a vote of ______ ayes and ____ nays. 127
128 COMMON COUNCIL FOR THE CITY OF CARMEL 129 130 131 Anthony Green, President Adam Aasen, Vice-President 132
133
134 Rich Taylor Matthew Snyder 135 136 137
Jeff Worrell Teresa Ayers 138
139 140 Shannon Minnaar Ryan Locke 141 142
143
Anita Joshi 144 145 ATTEST: 146 147
______________________________ 148
Jacob Quinn, Clerk 149 150 Presented by me to the Mayor of the City of Carmel, Indiana this day of 151 2024, at __.M. 152
153
154 Jacob Quinn, Clerk 155 156 Approved by me, Mayor of the City of Carmel, Indiana, this day of 157
2024, at __.M. 158
159 160 161 Sue Finkam, Mayor 162
163
ATTEST: 164 165 166 167
Jacob Quinn, Clerk 168
169 170 Prepared by: Bradley J. Bingham 171
Barnes & Thornburg LLP 172 11 South Meridian Street 173 Indianapolis, IN 46204 174 175
5
EXHIBIT A 176
DESCRIPTION OF THE PROJECTS 177
All or any portion of the design and construction of a mixed use project which includes 178
townhomes, condos, apartments, retail, structured parking, and related road improvements, storm 179 water improvements, utility relocation costs, site development costs, and other infrastructure 180 costs, all to be located along Kinzer Avenue, south of City Center Drive, and at 452, 502, and 181 508 E. Carmel Drive, which will be added to the Gramercy Economic Development Area. 182
DMS 40581668.2 183
DMS 41746678.6
SPONSOR: Councilor Green 1
2 ORDINANCE D-2709-24 3 4
AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, 5 INDIANA, AUTHORIZING THE REFUNDING OF PRIOR WATERWORKS 6
REVENUE BONDS OF THE CITY OF CARMEL, INDIANA, AUTHORIZING THE 7 ISSUANCE OF THE CITY OF CARMEL, INDIANA TAXABLE WATERWORKS 8 REFUNDING REVENUE BONDS, SERIES 2024A, AND THE CITY OF CARMEL, 9 INDIANA TAX-EXEMPT WATERWORKS REVENUE AND REFUNDING REVENUE 10 BONDS, SERIES 2024B, TO PROVIDE FUNDS FOR THE PAYMENT OF COSTS 11
THEREOF, AND ADDRESSING OTHER MATTERS CONNECTED THEREWITH 12
Synopsis: 13
Bond Ordinance permitting the issuance of Waterworks Refunding Revenue Bonds of the City to 14 refund outstanding Waterworks Bonds of the City 15 and adding New Money for Additional Projects. 16
WHEREAS, the City of Carmel, Indiana (the “City”) has heretofore established, 17
constructed and financed a municipal waterworks and now owns and operates said waterworks 18 (the “Waterworks”) pursuant to Indiana Code 8-.1.5, as amended, and other applicable laws (the 19 “Act”); and 20
WHEREAS, the Common Council of the City (the “Council”) hereby now finds: (i) that 21
the acquisition, construction and installation of certain improvements for the Waterworks, as set 22
forth in Exhibit A (the “Project”), are necessary; (ii) that plans, specifications and cost estimates 23 for the Project (the “Engineering Report”) have been prepared by the engineer (the “Engineer”), 24 employed by the City for the acquisition, construction and installation of the Project, and (iii) that 25 the Engineering Report has been or will be submitted to all government authorities having 26
jurisdiction, particularly the Indiana Department of Environmental Management (“IDEM”), if and 27
to the extent IDEM approval is required under Indiana law, and has been or will be approved by 28 the aforesaid government authorities; and 29
WHEREAS, the City will advertise for and receive bids for the construction of the Project, 30 and such bids will be subject to the Council’s determination to acquire, construct and install the 31
Project and the City obtaining funds for the Project; and 32
WHEREAS, on the basis of the Engineer’s estimates, the cost of the Project, including 33 incidental expenses, is in an amount not to exceed $20,000,000; and 34
WHEREAS, the Council hereby finds that certain hereinafter described outstanding bonds 35 of the Waterworks of the City should be refunded to enable the City to restructure all remaining 36
outstanding bonds of the Waterworks so that they will be on parity with each other; that the 37
refunding of those outstanding bonds, together with redemption premium and accrued interest 38 thereon and including all costs related to the refunding cannot be provided for out of funds of the 39 Waterworks now on hand and the refunding should be accomplished by the issuance of revenue 40 bonds of the Waterworks; and 41
2 DMS 41746678.6
WHEREAS, the Council finds that there are now outstanding bonds of the City’s 42
Waterworks payable out of the revenues therefrom, designated “City of Carmel, Indiana Amended 43
Waterworks Revenue Bonds of 2008 (Current Interest Bonds),” dated September 22, 2008, 44 originally issued in the amount of $63,770,000 (the “2008 Current Interest Bonds”), now 45 outstanding in the aggregate principal amount of $37,865,000, authorized and issued pursuant to 46 Ordinance No. D-1-1887-08 as Amended, adopted by the Council on July 7, 2008, and as further 47
amended by Ordinance No. D-2305-16, adopted by the Council on August 1, 2016 (collectively, 48
the “2008 Bond Ordinance”); and 49
WHEREAS, the 2008 Current Interest Bonds are not redeemable until May 1, 2026 for 50 Bonds maturing on or after May 1, 2027, but may be advanced refunded as taxable bonds; and 51
WHEREAS, the Council finds that there are now outstanding bonds of the City’s 52
Waterworks payable out of the revenues therefrom, designated “City of Carmel, Indiana Junior 53
Waterworks Revenue Bonds of 2008, Series A,” dated September 22, 2008, originally issued in 54 the amount of $20,667,342 (the “2008 Capital Appreciation Bonds”), now outstanding in the 55 aggregate principal amount of $20,644,480, authorized and issued pursuant to the 2008 Bond 56 Ordinance; and 57
WHEREAS, the 2008 Capital Appreciation Bonds are not redeemable prior to maturity, 58
but may be advanced refunded as taxable bonds; and 59
WHEREAS, the Common Council finds that there are now outstanding bonds of the City’s 60 Waterworks and payable out of the revenues therefrom designated “Junior Waterworks Revenue 61 Bonds of 2012,” dated February 9, 2012, originally issued in the amount of $21,625,000 (the “2012 62
Bonds”), now outstanding in the aggregate principal amount of $13,035,000, authorized by 63
Ordinance No. D-2070-11 adopted by the Council on December 19, 2011, as amended by 64 Ordinance No. D-2080-12, adopted by the Council on January 23, 2012; and 65
WHEREAS, the 2012 Bonds may be redeemed, at the option of the City, in whole or in 66 part, on May 1, 2022, or any date thereafter, at a redemption price of one hundred percent (100%) 67
of the principal amount to be redeemed, plus accrued interest to the date of redemption; and 68
WHEREAS, the Council finds that there are now outstanding bonds of the City’s 69 Waterworks payable out of the revenues therefrom designated “Junior Waterworks Refunding 70 Revenue Bonds of 2017,” dated August 30, 2017, originally issued in the amount of $13,000,000 71 (the “2017 Bonds”), authorized by Ordinance No. D-2364-17 adopted by the Council on May 15, 72
2017; 73
WHEREAS, the Council finds that there are now outstanding bond anticipation notes 74 designated the “Amended and Restated Waterworks Revenue Bond Anticipation Notes, Series 75 2019” (the “2019 BAN”), originally issued in the amount of $17,745,000, payable from the 76 issuance of bonds payable out of the revenues of the Waterworks authorized in the maximum 77
principal amount $18,000,000, authorized by Ordinance No. D-2486-19, adopted by the Council 78
on November 18, 2019, as amended by Ordinance No. D-2689-23, adopted by the Council on 79 November 20, 2023 (collectively, the “2019 Ordinance”); and 80
WHEREAS, the 2019 BAN will mature on May 1, 2024; and 81
3 DMS 41746678.6
WHEREAS, the Council finds that there are now outstanding bonds of the City’s 82
Waterworks payable out of the revenues therefrom designated “Junior Waterworks Revenue 83
Bonds of 2021,” dated June 24, 2021, originally issued in the amount of $5,100,000 (the “2021 84 Bonds”), authorized by Ordinance No. D-2550-20, adopted by the Council on November 5, 2020 85 (the “2021 Ordinance”); and 86
WHEREAS, the 2017 Ordinance, the 2019 Ordinance and the 2021 Ordinance allow for 87
the issuance of additional bonds payable from the revenues of the Waterworks ranking on a parity 88
with the 2017 Bonds and the 2021 Bonds; and 89
WHEREAS, the Council finds that it may be beneficial to advance refund (i) the 90 outstanding 2008 Current Interest Bonds (the “2008 Refunded Current Interest Bonds”) and (ii) 91 the outstanding 2008 Capital Appreciation Bonds (the “2008 Refunded Capital Appreciation 92
Bonds”), and currently refund the (i) outstanding 2012 Bonds (the “2012 Refunded Bonds”) and 93
(ii) the outstanding 2019 BAN (the “2019 Refunded BAN”) (the 2008 Refunded Current Interest 94 Bonds, the 2008 Refunded Capital Appreciation Bonds, the 2012 Refunded Bonds and the 2019 95 Refunded BAN, collectively, the “Refunded Bonds”), pursuant the provisions of Indiana Code 5-96 1-5 to enable the City to restructure the Refunded Bonds in order to have all of the Refunded Bonds 97
on parity with each other, and the City hereby authorizes the same by issuance of one or more 98
series of taxable advance refunding bonds in an amount not to exceed One Hundred Sixteen 99 Million Eight Hundred Sixty Thousand Dollars ($116,860,000) and one or more series of tax-100 exempt revenue bonds and current refunding revenue bonds in an amount not to exceed Fifty 101 Million Five Hundred Thousand Twenty-Five Thousand Dollars ($50,525,000), all of which bonds 102
shall be on parity with the 2017 Bonds and the 2021 Bonds; and 103
WHEREAS, the conditions precedent to the issuance of additional revenue bonds set forth 104 in the 2017 Ordinance, the 2019 Ordinance and the 2021 Ordinance, as described above, will be 105 satisfied under this Ordinance for the issuance of such additional revenue bonds on parity with the 106 2017 Bonds and the 2021 Bonds; and 107
WHEREAS, upon the current and advance refunding of the Refunded Bonds, the 2017 108
Bonds and the 2021 Bonds shall no longer rank junior and subordinate to the 2024 Bonds (as 109 hereinafter defined); and 110
WHEREAS, upon the current and advance refunding of the Refunded Bonds, it is 111 appropriate to re-name the 2017 Bonds as the “City of Carmel, Indiana, Waterworks Refunding 112
Revenue Bonds of 2017” and to re-name the 2021 Bonds as the “City of Carmel, Indiana, 113
Waterworks Revenue Bonds of 2021;” and 114
WHEREAS, the Council now finds that all conditions precedent to the adoption of an 115 ordinance authorizing the issuance of revenue bonds have been complied with in accordance with 116 the applicable provisions of the Act. 117
NOW, THEREFORE, BE IT ORDAINED by the Common Council of the City of Carmel, 118
Indiana, as follows: 119
SECTION 1. Issuance of New Money Bonds and 2024 Bonds. The City, being the 120 owner of and engaged in operating the Waterworks system of the City, now finds it necessary to 121
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provide funds for the issuance of revenue bonds and refunding the Refunded Bonds in order to 122
restructure the Refunded Bonds as advised by the City’s municipal advisor, Baker Tilly Municipal 123
Advisors, LLC (the “Municipal Advisor”). The terms “works,” “utility” and “system” and other 124 like terms where used in this Ordinance shall be construed to mean and include all structures and 125 property of the City’s Waterworks utility. 126
127
SECTION 2. Authorization of Obligations. 128
(a) The City shall issue its “City of Carmel, Indiana Taxable Waterworks Refunding 129 Revenue Bonds, Series 2024A” (the “Taxable Bonds”), in one or more series, in an original 130 principal amount not to exceed One Hundred Sixteen Million Eight Hundred Sixty Thousand 131 Dollars ($116,860,000) as negotiable, fully registered bonds, for the purpose of procuring funds to 132
be applied to the costs of advance refunding the 2008 Refunded Current Interest Bonds and the 133
2008 Refunded Capital Appreciation Bonds, including without limitation all incidental expenses 134 incurred in connection therewith, the funding of a reserve account and the costs of selling and 135 issuing the Taxable Bonds. The City shall issue its “City of Carmel, Indiana Tax-Exempt 136 Waterworks Revenue and Refunding Revenue Bonds, Series 2024B” (the “Tax-Exempt Bonds”) 137
(the Taxable Bonds and the Tax-Exempt Bonds, collectively, the “2024 Bonds”), in one or more 138
series, in an original principal amount not to exceed Fifty Million Five Hundred Twenty-Five 139 Thousand Dollars ($50,525,000) as negotiable, fully registered bonds, for the purpose of procuring 140 funds for the Project and the costs of refunding the 2012 Refunded Bonds and the 2019 Refunded 141 BAN, including without limitation all incidental expenses incurred in connection therewith, the 142
funding of a reserve account and the costs of selling and issuing the Tax-Exempt Bonds. The 2024 143
Bonds shall rank on parity with the 2017 Bonds and the 2021 Bonds. Upon the issuance of the 144 2024 Bonds, no remaining outstanding bonds shall rank junior to any other remaining outstanding 145 bonds or to the 2024 Bonds, and any references to the 2017 Bonds and the 2021 Bonds thereafter 146 shall omit references to such junior status, such that the 2017 Bonds shall be named, “City of 147
Carmel, Indiana Waterworks Refunding Revenue Bonds of 2017,” and the 2021 Bonds shall be 148
named, “City of Carmel, Indiana Waterworks Revenue Bonds of 2021.” 149
(b) The Taxable Bonds shall be issued in denominations of Five Thousand Dollars ($5,000) 150 or any integral multiple thereof (or such higher denominations as may be determined by the Mayor 151 of the City (the “Executive”) at the time of the sale of the Taxable Bonds with the advice of the 152
City’s Municipal Advisor), numbered consecutively from 1 upward, and dated as of the first day 153
of the month in which they are sold or the date of delivery, as evidenced by the execution thereof. 154 The Taxable Bonds shall bear interest at a rate or rates not exceeding eight percent (8.00%) per 155 annum (the exact rate or rates to be determined by bidding or, if applicable, negotiations), and 156 interest shall be payable semiannually on May 1 and November 1 in each year, beginning on the 157
first May 1 or November 1 following the date of issuance of the Taxable Bonds, provided such 158
date of issuance is not after the fifteenth (15th) day of the month preceding such May 1 or 159 November 1. Interest on the Taxable Bonds shall be calculated according to a three hundred sixty 160 (360) day calendar year containing twelve (12) thirty (30) day months. The Taxable Bonds shall 161 mature annually on May 1 of each year thereafter over a period ending not later than May 1, 2053, 162
as finally estimated, determined and fixed by the Executive or the fiscal officer of the City (the 163
“Fiscal Officer”) with the advice of the City’s municipal advisor, as evidenced by delivery of the 164 executed initial issue of the Taxable Bonds to the Registrar for authentication. 165
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(c) The Tax-Exempt Bonds shall be issued in denominations of Five Thousand Dollars 166
($5,000) or any integral multiple thereof (or such higher denominations as may be determined by 167
the Executive at the time of the sale of the Tax-Exempt Bonds with the advice of the City’s 168 Municipal Advisor), numbered consecutively from 1 upward, and dated as of the first day of the 169 month in which they are sold or the date of delivery, as evidenced by the execution thereof. The 170 Tax-Exempt Bonds shall bear interest at a rate or rates not exceeding six percent (6.00%) per 171
annum (the exact rate or rates to be determined by bidding or, if applicable, negotiations), and 172
interest shall be payable semiannually on May 1 and November 1 in each year, beginning on the 173 first May 1 or November 1 following the date of issuance of the Tax-Exempt Bonds, provided 174 such date of issuance is not after the fifteenth (15th) day of the month preceding such May 1 or 175 November 1. Interest on the Tax-Exempt Bonds shall be calculated according to a three hundred 176
sixty (360) day calendar year containing twelve (12) thirty (30) day months. The Tax-Exempt 177
Bonds shall mature annually on May 1 of each year thereafter over a period ending not later than 178 May 1, 2049, as finally estimated, determined and fixed by the Executive or the Fiscal Officer with 179 the advice of the City’s municipal advisor, as evidenced by delivery of the executed initial issue 180 of the Tax-Exempt Bonds to the Registrar for authentication. 181
(d) All or a portion of each series of the 2024 Bonds may be aggregated into and issued as 182
one or more term bonds. The term bonds will be subject to mandatory sinking fund redemption 183 with sinking fund payments and final maturities corresponding to the serial maturities described 184 above. Sinking fund payments shall be applied to retire a portion of the term bonds as though it 185 were a redemption of serial bonds, and, if more than one term bond of any maturity is outstanding, 186
redemption of such maturity shall be made by lot. Sinking fund redemption payments shall be 187
made in a principal amount equal to such serial maturities, plus accrued interest to the redemption 188 date, but without premium or penalty. For all purposes of this Ordinance, such mandatory sinking 189 fund redemption payments shall be deemed to be required payments of principal which mature on 190 the date of such sinking fund payments. Appropriate changes shall be made in the definitive form 191
of the 2024 Bonds, relative to the form of the 2024 Bonds contained in this Ordinance, to reflect 192
any mandatory sinking fund redemption and optional redemption terms. 193
SECTION 3. Pledge of Net Revenues; Payment of Principal and Interest. The 2024 194 Bonds, and any hereafter issued bonds ranking on a parity therewith, as to principal, premium, if 195 any, and interest, shall be payable solely from and are hereby secured by an irrevocable pledge of 196
and shall constitute a charge upon all the net revenues (defined as gross revenues of the works 197
after deduction only for the payment of the reasonable expenses of operation, repair and 198 maintenance) of the works (the “Net Revenues”), on parity with the 2017 Bonds and the 2021 199 Bonds. The City shall not be obligated to pay the 2024 Bonds except from the Net Revenues, and 200 the 2024 Bonds shall not constitute an indebtedness of the City within the meaning of the 201
provisions and limitations of the constitution of the State of Indiana. 202
All payments of interest on the 2024 Bonds shall be paid by check mailed one (1) business 203 day prior to the interest payment date to the registered owners thereof as of the fifteenth (15th) day 204 of the month preceding the interest payment date (the “Record Date”) at the addresses as they 205 appear on the registration and transfer books of the City kept for that purpose by the Registrar (the 206
“Registration Record”) or at such other address as is provided to the Paying Agent in writing by 207
such registered owner. Each registered owner of $1,000,000 or more in principal amount of the 208 2024 Bonds shall be entitled to receive interest payments by wire transfer by providing written 209
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wire instructions to the Paying Agent before the Record Date for any payment. All principal 210
payments and premium payments, if any, on the 2024 Bonds shall be made upon surrender thereof 211
at the principal office of the Paying Agent, in any U.S. coin or currency which on the date of such 212 payment shall be legal tender for the payment of public and private debts, or in the case of a 213 registered owner of $1,000,000 or more in principal amount of the 2024 Bonds, by wire transfer 214 on the due date upon written direction of such owner provided at least fifteen (15) days prior to 215
the maturity date or redemption date. 216
Interest on the 2024 Bonds shall be payable from the interest payment date to which interest 217 has been paid next preceding the authentication date thereof unless such 2024 Bonds are 218 authenticated after the Record Date for an interest payment date and on or before such interest 219 payment date in which case they shall bear interest from such interest payment date, or unless 220
authenticated on or before the Record Date for the first interest payment date, in which case they 221
shall bear interest from the original date, until the principal shall be fully paid. 222
SECTION 4. Transfer and Exchange of 2024 Bonds. Each Refunding Bond shall be 223 transferable or exchangeable only upon the Registration Record, by the registered owner thereof 224 in writing, or by the registered owner’s attorney duly authorized in writing, upon surrender of such 225
Refunding Bond, together with a written instrument of transfer or exchange satisfactory to the 226
Registrar duly executed by the registered owner or such attorney, and thereupon a new fully 227 registered Refunding Bond or 2024 Bonds in the same aggregate principal amount, and of the same 228 maturity, shall be executed and delivered in the names of the transferee or transferees or the 229 registered owner, as the case may be, in exchange therefor. The costs of such transfer or exchange 230
shall be borne by the City except for any tax or governmental charge required to be paid with 231
respect to the transfer or exchange, which taxes or governmental charges are payable by the person 232 requesting such transfer or exchange. The City, the Registrar and the Paying Agent may treat and 233 consider the persons in whose names such 2024 Bonds are registered as the absolute owners 234 thereof for all purposes including for the purpose of receiving payment of, or on account of, the 235
principal thereof and interest and premium, if any, due thereon. 236
In the event any Refunding Bond is mutilated, lost, stolen or destroyed, the City may 237 execute and the Registrar may authenticate a new bond of like date, maturity and denomination as 238 that mutilated, lost, stolen or destroyed, which new bond shall be marked in a manner to distinguish 239 it from the Refunding Bond for which it was issued, provided that, in the case of any mutilated 240
Refunding Bond, such mutilated bond shall first be surrendered to the Registrar, and in the case of 241
any lost, stolen or destroyed bond there shall be first furnished to the Registrar evidence of such 242 loss, theft or destruction satisfactory to the Fiscal Officer and the Registrar, together with 243 indemnity satisfactory to them. In the event any such Refunding Bond shall have matured, instead 244 of issuing a duplicate bond, the City and the Registrar may, upon receiving indemnity satisfactory 245
to them, pay the same without surrender thereof. The City and the Registrar may charge the owner 246
of such Refunding Bond with their reasonable fees and expenses in this connection. Any 247 Refunding Bond issued pursuant to this paragraph shall be deemed an original, substitute 248 contractual obligation of the City, whether or not the lost, stolen or destroyed Refunding Bond 249 shall be found at any time, and shall be entitled to all the benefits of this Ordinance, equally and 250
proportionately with any and all other Refunding Bond issued hereunder. 251
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SECTION 5. Registrar and Paving Agent. The Fiscal Officer is hereby authorized to 252
serve as, or to appoint a qualified financial institution to serve as, Registrar and Paying Agent for 253
the 2024 Bonds (together with any successor, the “Registrar” or “Paying Agent”). The Registrar 254 is hereby charged with the responsibility of authenticating the 2024 Bonds, and shall keep and 255 maintain the Registration Record at its office. The Fiscal Officer is hereby authorized to enter into 256 such agreements or understandings with any such institution as will enable the institution to 257
perform the services required of a Registrar and Paying Agent. The Fiscal Officer is further 258
authorized to pay such fees and the institution may charge for the services it provides as Registrar 259 and Paying Agent and such fees may be paid from the Taxable Bonds Sinking Fund or the Tax-260 Exempt Bonds Sinking Fund established to pay the principal of and interest on the respective series 261 of the 2024 Bonds as fiscal agency charges. 262
The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent by 263
giving thirty (30) days’ written notice to the City and by first-class mail to each registered owner 264 of the 2024 Bonds then outstanding, and such resignation will take effect at the end of such thirty 265 (30) days’ or upon the earlier appointment of a successor Registrar and Paying Agent by the City. 266 Such notice to the City may be served personally or sent by first-class or registered mail. The 267
Registrar and Paying Agent may be removed at any time as Registrar and Paying Agent by the 268
City, in which event the City may appoint a successor Registrar and Paying Agent. The City shall 269 notify each registered owner of the 2024 Bonds then outstanding of the removal of the Registrar 270 and Paying Agent. Notices to the registered owners of the 2024 Bonds shall be deemed to be given 271 when mailed by first-class mail to the addresses of such registered owners as they appear on the 272
Registration Record. Any predecessor Registrar and Paying Agent shall deliver all the 2024 Bonds, 273
cash and investments related thereto in its possession and the Registration Record to the successor 274 Registrar and Paying Agent. 275
SECTION 6. Terms of Redemption. The 2024 Bonds may be made redeemable at 276 the option of the City on thirty (30) days’ notice, in whole or in part, in any order of maturities 277
selected by the City and by lot within a maturity, on dates and with premiums, if any, and other 278
terms as finally determined by the Executive or the Fiscal Officer with the advice of the City’s 279 municipal advisor, as evidenced by delivery of the executed initial issue of the 2024 Bonds to the 280 Registrar for authentication. 281
Official notice of such redemption shall be mailed by the Registrar and Paying Agent by 282
certified or registered mail at least thirty (30) days prior to the date fixed for redemption except to 283
the extent such redemption notice is waived by owners of the 2024 Bonds redeemed, provided, 284 however, that failure to give such notice by mailing, or any defect therein, with respect to any 285 Refunding Bond shall not affect the validity of any proceedings for the redemption of any other 286 2024 Bonds. Such notice shall be mailed to the address of the registered owner as shown on the 287
Registration Record as of the date which is forty-five (45) days prior to such redemption date for 288
such 2024 Bonds. The notice shall specify the date and place of redemption, the redemption price 289 and the CUSIP numbers of the 2024 Bonds called for redemption. The place of redemption may 290 be determined by the City. Interest on the 2024 Bonds so called for redemption shall cease on the 291 redemption date fixed in such notice if sufficient funds are available at the place of redemption to 292
pay the redemption price on the date so named, and thereafter, such 2024 Bonds shall no longer 293
be protected by this Ordinance and shall not be deemed to be outstanding hereunder, and the 294 holders thereof shall have the right only to receive the redemption price. 295
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All 2024 Bonds which have been redeemed shall be canceled and shall not be reissued; 296
provided, however, that one or more new registered bonds shall be issued for the unredeemed 297
portion of any Refunding Bond without charge to the holder thereof. 298
No later than the date fixed for redemption, funds shall be deposited with the Paying Agent 299 or another paying agent to pay, and such agent is hereby authorized and directed to apply such 300 funds to the payment of, the 2024 Bonds or portions thereof called for redemption, including 301
accrued interest thereon to the redemption date. No payment shall be made upon any Refunding 302
Bond or portion thereof called for redemption until such Refunding Bond shall have been delivered 303 for payment or cancellation or the Registrar shall have received the items required by this 304 Ordinance with respect to any mutilated, lost, stolen or destroyed bond. 305
SECTION 7. Execution and Negotiability. The 2024 Bonds shall be signed in the 306
name of the City by the manual or facsimile signature of the Executive, and attested by the manual 307
or facsimile signature of the Fiscal Officer, who also shall affix the seal of the City manually or 308 shall have the seal imprinted or impressed thereon by facsimile or other means. In case any officer 309 whose signature or facsimile signature appears thereon shall cease to be such officer before the 310 delivery of the 2024 Bonds, such signature shall nevertheless be valid and sufficient for all 311
purposes as if such officer had remained in office until such delivery. 312
The 2024 Bonds shall also be authenticated by the manual signature of the Registrar, and 313 no Refunding Bond shall be valid or become obligatory for any purpose until the certificate of 314 authentication thereon has been so executed. 315
The 2024 Bonds shall have all of the qualities and incidents of negotiable instruments under 316
the laws of the State of Indiana, subject to the provisions for registration herein. 317
SECTION 8. Authorization for Book-Entry System. The 2024 Bonds may, in 318 compliance with all applicable laws, initially be issued and held in book-entry form on the books 319 of the central depository system, The Depository Trust Company, its successors, or any successor 320 central depository system appointed by the City from time to time (the “Clearing Agency”), 321
without physical distribution of bonds to the purchasers. The following provisions of this Section 322
apply in such event. 323
One definitive Refunding Bond of each maturity shall be delivered to the Clearing Agency 324 (or its agent) and held in its custody. The City and Registrar may, in connection herewith, do or 325 perform or cause to be done or performed any acts or things not adverse to the rights of the holders 326
of the 2024 Bonds as are necessary or appropriate to accomplish or recognize such book-entry 327
form 2024 Bonds. 328
During any time that the 2024 Bonds are held in book-entry form on the books of a Clearing 329 Agency, (1) any such Refunding Bond may be registered upon the Registration Record in the name 330 of such Clearing Agency, or any nominee thereof, including Cede & Co.; (2) the Clearing Agency 331
in whose name such Refunding Bond is so registered shall be, and the City and the Registrar and 332
Paying Agent may deem and treat such Clearing Agency as, the absolute owner and holder of such 333 Refunding Bond for all purposes of this Ordinance, including, without limitation, the receiving of 334 payment of the principal of and interest and premium, if any, on such Refunding Bond, the 335 receiving of notice and the giving of consent; (3) neither the City nor the Registrar or Paying Agent 336
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shall have any responsibility or obligation hereunder to any direct or indirect participant, within 337
the meaning of Section 17A of the Securities Exchange Act of 1934, as amended, of such Clearing 338
Agency, or any person on behalf of which, or otherwise in respect of which, any such participant 339 holds any interest in any Refunding Bond, including, without limitation, any responsibility or 340 obligation hereunder to maintain accurate records of any interest in any Refunding Bond or any 341 responsibility or obligation hereunder with respect to the receiving of payment of principal of or 342
interest or premium, if any, on any Refunding Bond, the receiving of notice or the giving of 343
consent; and (4) the Clearing Agency is not required to present any Refunding Bond called for 344 partial redemption, if any, prior to receiving payment so long as the Registrar and Paying Agent 345 and the Clearing Agency have agreed to the method for noting such partial redemption. 346
If either the City receives notice from the Clearing Agency which is currently the registered 347
owner of the 2024 Bonds to the effect that such Clearing Agency is unable or unwilling to 348
discharge its responsibility as a Clearing Agency for the 2024 Bonds, or the City elects to 349 discontinue its use of such Clearing Agency as a Clearing Agency for the 2024 Bonds, then the 350 City and the Registrar and Paying Agent each shall do or perform or cause to be done or performed 351 all acts or things, not adverse to the rights of the holders of the 2024 Bonds, as are necessary or 352
appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the 2024 Bonds 353
and to transfer the ownership of each of the 2024 Bonds to such person or persons, including any 354 other Clearing Agency, as the holder of the 2024 Bonds may direct in accordance with this 355 Ordinance. Any expenses of such discontinuance and transfer, including expenses of printing new 356 certificates to evidence the 2024 Bonds, shall be paid by the City. 357
During any time that the 2024 Bonds are held in book-entry form on the books of a Clearing 358
Agency, the Registrar shall be entitled to request and rely upon a certificate or other written 359 representation from the Clearing Agency or any participant or indirect participant with respect to 360 the identity of any beneficial owner of the 2024 Bonds as of a record date selected by the Registrar. 361 For purposes of determining whether the consent, advice, direction or demand of a registered 362
owner of a Refunding Bond has been obtained, the Registrar shall be entitled to treat the beneficial 363
owners of the 2024 Bonds as the bondholders and any consent, request, direction, approval, 364 objection or other instrument of such beneficial owner may be obtained in the fashion described 365 in this Ordinance. 366
During any time that the 2024 Bonds are held in book-entry form on the books of a Clearing 367
Agency, the Executive, the Fiscal Officer and/or the Registrar are authorized to execute and deliver 368
a Letter of Representations agreement with the Clearing Agency, or a Blanket Issuer Letter of 369 Representations, and the provisions of any such Letter of Representations or any successor 370 agreement shall control on the matters set forth therein. The Registrar, by accepting the duties of 371 Registrar under this Ordinance, agrees that it will (i) undertake the duties of agent required thereby 372
and that those duties to be undertaken by either the agent or the City shall be the responsibility of 373
the Registrar, and (ii) comply with all requirements of the Clearing Agency, including without 374 limitation same day funds settlement payment procedures. Further, during any time that the 2024 375 Bonds are held in book-entry form, the provisions of Section 8 of this Ordinance shall control over 376 conflicting provisions in any other section of this Ordinance. 377
SECTION 9. Form of the 2024 Bonds. (a) The form and tenor of the Taxable Bonds 378
shall be substantially as follows (with such additions, deletions and modification as the Executive 379
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or Fiscal Officer may authorize, as conclusively evidenced by their signatures thereon), with all 380
blanks to be filled in properly prior to delivery thereof: 381
382 R-2024A 383 384 UNITED STATES OF AMERICA 385 STATE OF INDIANA COUNTY OF HAMILTON 386 CITY OF CARMEL, INDIANA 387 TAXABLE WATERWORKS REFUNDING REVENUE BOND, SERIES 2024A 388 389 Interest Rate Maturity Date Original Date Authentication Date CUSIP
390
REGISTERED OWNER: 391 392
PRINCIPAL SUM: 393 394
The City of Carmel, in Hamilton, County, State of Indiana (the “City”), for value received, hereby promises 395 to pay to the Registered Owner set forth above or registered assigns, solely out of the special revenue fund hereinafter 396
referred to, the Principal Sum set forth above on the Maturity Date set forth in Exhibit A attached hereto (unless this 397 bond be subject to and be called for redemption prior to maturity as hereafter provided), and to pay interest hereon 398
until the Principal Sum shall be fully paid at the Interest Rate per annum set forth in Exhibit A attached hereto from 399 the interest payment date to which interest has been paid next preceding the Authentication Date of this bond unless 400
this bond is authenticated after the fifteenth day of the month preceding the interest payment date (the “Record Date”) 401 and on or before such interest payment date in which case it shall bear interest from such interest payment date, or 402
unless this bond is authenticated on or before _____ 15, 20__, in which case it shall bear interest from the Original 403 Date, which interest is payable semiannually on May 1 and November 1 of each year, beginning on ______ 1, 202_. 404
Interest shall be calculated on the basis of a three hundred sixty (360) day year comprised of twelve (12) thirty (30) 405 day months. 406
The principal of and premium, if any, on this bond are payable at the principal office of the [Controller] of 407 the City of Carmel [_______________] (the “Registrar” or “Paying Agent”), in Carmel, Indiana. All payments of 408
interest on this bond shall be paid by check mailed one business day prior to the interest payment date to the Registered 409 Owner as of the Record Date at the address as it appears on the registration books kept by the Registrar or at such 410
other address as is provided to the Paying Agent in writing by the Registered Owner. Each Registered Owner of 411 $1,000,000 or more in principal amount of bonds shall be entitled to receive interest payments by wire transfer by 412
providing written wire instructions to the Paying Agent before the Record Date for any payment. All payments of 413 principal of, and premium, if any, on this bond shall be made upon surrender thereof at the principal office of the 414
Paying Agent, in any U.S. coin or currency which on the date of such payment shall be legal tender for the payment 415 of public and private debts, or in the case of a Registered Owner of $1,000,000 or more in principal amount of the 416
2024 Bonds, by wire transfer on the due date upon written direction of such owner provided at least fifteen (15) days 417 prior to the maturity date or redemption date. 418
THE CITY SHALL NOT BE OBLIGATED TO PAY THIS BOND OR THE INTEREST HEREON 419 EXCEPT FROM THE HEREINAFTER DESCRIBED SPECIAL FUND, AND NEITHER THIS BOND NOR THE 420
ISSUE OF WHICH IT IS A PART SHALL IN ANY RESPECT CONSTITUTE A CORPORATE INDEBTEDNESS 421 OF THE CITY WITHIN THE PROVISIONS AND LIMITATIONS OF THE CONSTITUTION OF THE STATE OF 422
INDIANA. 423
This bond is one of an authorized series of bonds of the City of Carmel, of Hamilton County, Indiana, of like 424
date, tenor and effect except as to denomination, numbering, rates of interest, redemption terms and dates of maturity, 425 aggregating _____________________________ Dollars ($_________), numbered consecutively from 1 upward (the 426
“2024A Bonds”), issued for the purpose of advance refunding the outstanding 2008 Current Interest Bonds and the 427
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outstanding 2008 Capital Appreciation Bonds, to fund a debt service reserve account, and to pay incidental expenses 428 and costs of issuance of the 2024A Bonds. This bond is issued pursuant to an ordinance adopted by the Common 429 Council of said City on the ____ day of ________, 2024, entitled “An Ordinance of the Common Council of the City 430 of Carmel, Indiana, Authorizing the Refunding of Prior Waterworks Revenue Bonds of the City of Carmel, Indiana, 431 Authorizing the Issuance of the City Of Carmel, Indiana Taxable Waterworks Refunding Revenue Bonds, Series 432 2024A, And the City of Carmel, Indiana Tax-Exempt Waterworks Revenue and Refunding Revenue Bonds, Series 433 2024B, to Provide Funds for the Payment of Costs Thereof, and Addressing Other Matters Connected Therewith” (the 434 “Ordinance”), and in accordance with the provisions of Indiana law, including without limitation Indiana Code 8-1.5, 435 and other applicable laws, as amended (the “Act”), all as more particularly described in the Ordinance. The owner of 436 this bond, by the acceptance hereof, agrees to all the terms and provisions contained in the Ordinance and the Act. 437
Pursuant to the provisions of the Act and the Ordinance, the principal of and interest on this bond and all 438 other bonds of said issue and any prior or hereafter issued bonds ranking on a parity therewith are payable solely from 439 the Taxable Bonds Sinking Fund (the “Sinking Fund”) maintained under the Ordinance to be provided from the Net 440 Revenues (defined as the gross revenues of the works remaining after the payment of the reasonable expenses of 441 operation, repair and maintenance) of the works, including all additions and improvements thereto and replacements 442 thereof subsequently constructed or acquired. 443
The City irrevocably pledges the entire Net Revenues of the works to the prompt payment of the principal of 444 and interest on the 2024A Bonds on parity with the pledge thereof to the City’s outstanding Junior Waterworks 445 Refunding Revenue Bonds of 2017 (the “2017 Bonds”), the Junior Waterworks Revenue Bonds of 2021 (the “2021 446 Bonds”), and the Tax-Exempt Waterworks Revenue and Refunding Revenue Bonds, Series 2024B (the “2024B 447 Bonds”) and any hereafter issued bonds ranking on a parity therewith, and covenants that it will establish proper rates 448 and charges for services rendered by the utility as are sufficient in each year for the payment of the proper and 449 reasonable expenses of operation, repair and maintenance of the works and for the payment of the sums required to 450 be paid into the Taxable Bonds Sinking Fund under the provisions of the Act and the Ordinance. If the City or the 451 proper officers thereof shall fail or refuse to so fix and collect such rates or charges, or if there be a default in the 452 payment of the interest on or principal of this bond, the owner of this bond shall have all of the rights and remedies 453 provided for in the Act. 454
The City covenants that for so long as the 2024A Bonds, the 2017 Bonds, the 2021 Bonds, the 2024B Bonds 455 and any hereafter issued bonds ranking on a parity therewith, remain outstanding it will set aside and pay into the 456 Taxable Bonds Sinking Fund a sufficient amount of the Net Revenues for the payment of (a) the principal of and 457 interest on all bonds which by their terms are payable from the Net Revenues, as such principal and interest shall fall 458 due, (b) the necessary fiscal agency charges for paying bonds and (c) an additional amount as a margin of safety to 459 accumulate and maintain the reserve required by the Ordinance. Reference is made to the Ordinance for a more 460 complete statement of the revenues from which and conditions under which this bond is payable, a statement of the 461 conditions on which obligations may hereafter be issued on parity with this bond, the manner in which the Ordinance 462 may be amended and the general covenants and provisions pursuant to which this bond has been issued. 463
The bonds of this issue maturing on and after May 1, 20__ are redeemable at the option of the City on 464 __________, 20__ or any date thereafter, on thirty (30) days’ notice, in whole or in part, in any order of maturities 465 selected by the City and by lot within a maturity, at one hundred percent (100%) of face value, and without premium, 466 plus accrued interest to the date fixed for redemption. Each minimum authorized denomination in principal amount 467 shall be considered a separate bond for purposes of partial redemption. 468
469 [The 2024A Bonds maturing on May 1, 20____ are subject to mandatory sinking fund redemption prior to 470 maturity, at a redemption price equal to the principal amount thereof, plus accrued interest, on May 1 in the years and 471 in the amounts set forth below: 472
Year Amount
*
473
12 DMS 41746678.6
* Final Maturity] 474
Notice of such redemption shall be mailed by certified or registered mail not less than thirty (30) days prior 475 to the date fixed for redemption to the address of the registered owner of each bond to be redeemed as shown on the 476 registration record of the City except to the extent such redemption notice is waived by owners of the bond or bonds 477 redeemed, provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any 478 bond shall not affect the validity of any proceedings for the redemption of any other bonds. The notice shall specify 479 the date and place of redemption, the redemption price and the CUSIP numbers of the bonds called for redemption. 480 The place of redemption may be determined by the City. Interest on the bonds so called for redemption shall cease on 481 the redemption date fixed in such notice if sufficient funds are available at the place of redemption to pay the 482 redemption price on the date so named, and thereafter, such bonds shall no longer be protected by the Ordinance and 483 shall not be deemed to be outstanding thereunder. 484
This bond is subject to defeasance prior to payment or redemption as provided in the Ordinance. 485
If this bond shall not be presented for payment or redemption on the date fixed therefor, the City may deposit 486 in trust with the Paying Agent or another paying agent, an amount sufficient to pay such bond or the redemption price, 487 as the case may be, and thereafter the Registered Owner shall look only to the funds so deposited in trust for payment 488 and the City shall have no further obligation or liability in respect thereto. 489
This bond is transferable or exchangeable only upon the registration record kept for that purpose at the office 490 of the Registrar by the Registered Owner in person, or by his attorney duly authorized in writing, upon surrender of 491 this bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the 492 Registered Owner or such attorney, and thereupon a new fully registered bond or bonds in the same aggregate principal 493 amount, and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or the 494 Registered Owner, as the case may be, in exchange therefor. This bond may be transferred or exchanged without cost 495 to the Registered Owner except for any tax or governmental charge required to be paid with respect to the transfer or 496 exchange. The City, the Registrar, the Paying Agent and any other registrar or paying agent for this bond may treat 497 and consider the person in whose name this bond is registered as the absolute owner hereof for all purposes including 498 for the purpose of receiving payment of, or on account of, the principal hereof and interest and premium, if any, due 499 hereon. 500
The 2024A Bonds maturing on any maturity date are issuable only in the denomination of $5,000 or any 501 integral multiple thereof. 502
[A Continuing Disclosure Contract from the City to each registered owner or holder of any bond, dated as of 503 the date of initial issuance of the 2024A Bonds (the “Contract”), has been executed by the City, a copy of which is 504 available from the City and the terms of which are incorporated herein by this reference. The Contract contains certain 505 promises of the City to each registered owner or holder of any bond, including a promise to provide certain continuing 506 disclosure. By its payment for and acceptance of this bond, the registered owner or holder of this bond assents to the 507 Contract and to the exchange of such payment and acceptance for such promises.] 508
It is hereby certified and recited that all acts, conditions and things required to be done precedent to and in 509 the execution, issuance and delivery of this bond have been done and performed in regular and due form as provided 510 by law. 511
This bond shall not be valid or become obligatory for any purpose until the certificate of authentication 512 hereon shall have been executed by an authorized representative of the Registrar. 513
514 IN WITNESS WHEREOF, the City of Carmel, in Hamilton County, Indiana, has caused this bond to be 515 executed in its corporate name by the manual or facsimile signature of its Mayor, its corporate seal to be hereunto 516 affixed, imprinted or impressed by any means and attested manually or by facsimile by its Controller. 517
CITY OF CARMEL, INDIANA
13 DMS 41746678.6
By: Mayor (SEAL) ATTEST: Controller 518 REGISTRAR’S CERTIFICATE OF AUTHENTICATION 519 520 It is hereby certified that this bond is one of the bonds described in the within-mentioned Ordinance duly 521 authenticated by the Registrar. 522
as Registrar By: Authorized Representative 523 524 The following abbreviations, when used in the inscription of the face of this bond, shall be construed as 525 through they were written out in full according to applicable laws or regulations: 526
TEN. COM. as tenants in common 527
TEN. ENT. as tenants by the entireties 528
JT. TEN. as joint tenants with right of survivorship and not as tenants in common 529
UNIF. TRAN. 530 MIN. ACT ________ Custodian __________ 531 (Cust.) (Minor) 532 533 under Uniform Transfer to Minors Act of 534 535 536 (State) 537 538 Additional abbreviations may also be used although not in the above list. 539 540 ASSIGNMENT 541 542 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite 543 Name and Address and Social Security or Other Identifying Number) $___________ principal amount (must be a 544 multiple of $5,000) of the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints 545 ___________, attorney to transfer the within bond on the books kept for the registration thereof with full power of 546 substitution in the premises. 547
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.
14 DMS 41746678.6
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program.
548
[End of form of Taxable Bonds] 549
550 (b) The form and tenor of the Tax-Exempt Bonds shall be substantially as follows (with 551 such additions, deletions and modification as the Executive or Fiscal Officer may authorize, as 552 conclusively evidenced by their signatures thereon), with all blanks to be filled in properly prior 553
to delivery thereof: 554
R-2024B 555 556 UNITED STATES OF AMERICA 557 STATE OF INDIANA COUNTY OF HAMILTON 558 CITY OF CARMEL, INDIANA 559 TAX-EXEMPT WATERWORKS REVENUE AND REFUNDING REVENUE BOND, SERIES 2024B 560 561 Interest Rate Maturity Date Original Date Authentication Date CUSIP
562 REGISTERED OWNER: 563
564 PRINCIPAL SUM: 565
566 The City of Carmel, in Hamilton, County, State of Indiana (the “City”), for value received, hereby promises 567
to pay to the Registered Owner set forth above or registered assigns, solely out of the special revenue fund hereinafter 568 referred to, the Principal Sum set forth above on the Maturity Date set forth in Exhibit A attached hereto (unless this 569
bond be subject to and be called for redemption prior to maturity as hereafter provided), and to pay interest hereon 570 until the Principal Sum shall be fully paid at the Interest Rate per annum set forth in Exhibit A attached hereto from 571
the interest payment date to which interest has been paid next preceding the Authentication Date of this bond unless 572 this bond is authenticated after the fifteenth day of the month preceding the interest payment date (the “Record Date”) 573
and on or before such interest payment date in which case it shall bear interest from such interest payment date, or 574 unless this bond is authenticated on or before _____ 15, 20__, in which case it shall bear interest from the Original 575
Date, which interest is payable semiannually on May 1 and November 1 of each year, beginning on ______ 1, 202_. 576 Interest shall be calculated on the basis of a three hundred sixty (360) day year comprised of twelve (12) thirty (30) 577
day months. 578
The principal of and premium, if any, on this bond are payable at the principal office of the [Controller] of 579
the City of Carmel [_______________] (the “Registrar” or “Paying Agent”), in Carmel, Indiana. All payments of 580 interest on this bond shall be paid by check mailed one business day prior to the interest payment date to the Registered 581
Owner as of the Record Date at the address as it appears on the registration books kept by the Registrar or at such 582 other address as is provided to the Paying Agent in writing by the Registered Owner. Each Registered Owner of 583
$1,000,000 or more in principal amount of bonds shall be entitled to receive interest payments by wire transfer by 584 providing written wire instructions to the Paying Agent before the Record Date for any payment. All payments of 585
principal of, and premium, if any, on this bond shall be made upon surrender thereof at the principal office of the 586 Paying Agent, in any U.S. coin or currency which on the date of such payment shall be legal tender for the payment 587
15 DMS 41746678.6
of public and private debts, or in the case of a Registered Owner of $1,000,000 or more in principal amount of the 588 2024 Bonds, by wire transfer on the due date upon written direction of such owner provided at least fifteen (15) days 589 prior to the maturity date or redemption date. 590
THE CITY SHALL NOT BE OBLIGATED TO PAY THIS BOND OR THE INTEREST HEREON 591 EXCEPT FROM THE HEREINAFTER DESCRIBED SPECIAL FUND, AND NEITHER THIS BOND NOR THE 592 ISSUE OF WHICH IT IS A PART SHALL IN ANY RESPECT CONSTITUTE A CORPORATE INDEBTEDNESS 593 OF THE CITY WITHIN THE PROVISIONS AND LIMITATIONS OF THE CONSTITUTION OF THE STATE OF 594 INDIANA. 595
This bond is one of an authorized series of bonds of the City of Carmel, of Hamilton County, Indiana, of like 596 date, tenor and effect except as to denomination, numbering, rates of interest, redemption terms and dates of maturity, 597 aggregating _____________________________ Dollars ($_________), numbered consecutively from 1 upward (the 598 “2024B Bonds”), issued for the purpose of providing funds to be applied for construction and acquisition of certain 599 improvements to the waterworks (the “Project”), to currently refund the 2012 Refunded Bonds and the 2019 Refunded 600 BAN (as defined in the Ordinance), to fund a debt service reserve account, and to pay incidental expenses and costs 601 of issuance of the 2024B Bonds. This bond is issued pursuant to an ordinance adopted by the Common Council of 602 said City on the ____ day of ________, 2024, entitled “An Ordinance of the Common Council of the City of Carmel, 603 Indiana, Authorizing the Refunding of Prior Waterworks Revenue Bonds of the City of Carmel, Indiana, Authorizing 604 the Issuance of the City Of Carmel, Indiana Taxable Waterworks Refunding Revenue Bonds, Series 2024A, And the 605 City of Carmel, Indiana Tax-Exempt Waterworks Revenue and Refunding Revenue Bonds, Series 2024B, to Provide 606 Funds for the Payment of Costs Thereof, and Addressing Other Matters Connected Therewith” (the “Ordinance”), and 607 in accordance with the provisions of Indiana law, including without limitation Indiana Code 8-1.5, and other applicable 608 laws, as amended (the “Act”), all as more particularly described in the Ordinance. The owner of this bond, by the 609 acceptance hereof, agrees to all the terms and provisions contained in the Ordinance and the Act. 610
Pursuant to the provisions of the Act and the Ordinance, the principal of and interest on this bond and all 611 other bonds of said issue and any prior or hereafter issued bonds ranking on a parity therewith are payable solely from 612 the Tax-Exempt Bonds Sinking Fund (the “Tax-Exempt Bonds Sinking Fund”) maintained under the Ordinance to be 613 provided from the Net Revenues (defined as the gross revenues of the works remaining after the payment of the 614 reasonable expenses of operation, repair and maintenance) of the works, including all additions and improvements 615 thereto and replacements thereof subsequently constructed or acquired. 616
The City irrevocably pledges the entire Net Revenues of the works to the prompt payment of the principal of 617 and interest on the 2024B Bonds on parity with the pledge thereof to the City’s outstanding Junior Waterworks 618 Refunding Revenue Bonds of 2017 (the “2017 Bonds”), the Junior Waterworks Revenue Bonds issued to redeem the 619 City’s Waterworks Revenue Bond Anticipation Notes, Series 2019 (the “2019 Bonds”), the Junior Waterworks 620 Revenue Bonds of 2021 (the “2021 Bonds”), and the Waterworks Refunding Revenue Bonds, Series 2024A (Federally 621 Taxable) (the “2024A Bonds”) and any hereafter issued bonds ranking on a parity therewith, and covenants that it will 622 establish proper rates and charges for services rendered by the utility as are sufficient in each year for the payment of 623 the proper and reasonable expenses of operation, repair and maintenance of the works and for the payment of the sums 624 required to be paid into the Tax-Exempt Bonds Sinking Fund under the provisions of the Act and the Ordinance. If 625 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 626 default in the payment of the interest on or principal of this bond, the owner of this bond shall have all of the rights 627 and remedies provided for in the Act. 628
The City covenants that for so long as the 2024B Bonds, the 2017 Bonds, the 2019 Bonds, the 2021 Bonds, 629 the 2024A Bonds and any hereafter issued bonds ranking on a parity therewith, remain outstanding it will set aside 630 and pay into the Tax-Exempt Bonds Sinking Fund a sufficient amount of the Net Revenues for the payment of (a) the 631 principal of and interest on all bonds which by their terms are payable from the Net Revenues, as such principal and 632 interest shall fall due, (b) the necessary fiscal agency charges for paying bonds and (c) an additional amount as a 633 margin of safety to accumulate and maintain the reserve required by the Ordinance. Reference is made to the 634 Ordinance for a more complete statement of the revenues from which and conditions under which this bond is payable, 635 a statement of the conditions on which obligations may hereafter be issued on parity with this bond, the manner in 636 which the Ordinance may be amended and the general covenants and provisions pursuant to which this bond has been 637 issued. 638
16 DMS 41746678.6
The bonds of this issue maturing on and after May 1, 20__ are redeemable at the option of the City on 639 __________, 20__ or any date thereafter, on thirty (30) days’ notice, in whole or in part, in any order of maturities 640 selected by the City and by lot within a maturity, at one hundred percent (100%) of face value, and without premium, 641 plus accrued interest to the date fixed for redemption. Each minimum authorized denomination in principal amount 642 shall be considered a separate bond for purposes of partial redemption. 643
644 [The 2024B Bonds maturing on May 1, 20____ are subject to mandatory sinking fund redemption prior to 645 maturity, at a redemption price equal to the principal amount thereof, plus accrued interest, on May 1 in the years and 646 in the amounts set forth below: 647
Year Amount
*
648
* Final Maturity] 649
Notice of such redemption shall be mailed by certified or registered mail not less than thirty (30) days prior 650 to the date fixed for redemption to the address of the registered owner of each bond to be redeemed as shown on the 651 registration record of the City except to the extent such redemption notice is waived by owners of the bond or bonds 652 redeemed, provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any 653 bond shall not affect the validity of any proceedings for the redemption of any other bonds. The notice shall specify 654 the date and place of redemption, the redemption price and the CUSIP numbers of the bonds called for redemption. 655 The place of redemption may be determined by the City. Interest on the bonds so called for redemption shall cease on 656 the redemption date fixed in such notice if sufficient funds are available at the place of redemption to pay the 657 redemption price on the date so named, and thereafter, such bonds shall no longer be protected by the Ordinance and 658 shall not be deemed to be outstanding thereunder. 659
This bond is subject to defeasance prior to payment or redemption as provided in the Ordinance. 660
If this bond shall not be presented for payment or redemption on the date fixed therefor, the City may deposit 661 in trust with the Paying Agent or another paying agent, an amount sufficient to pay such bond or the redemption price, 662 as the case may be, and thereafter the Registered Owner shall look only to the funds so deposited in trust for payment 663 and the City shall have no further obligation or liability in respect thereto. 664
This bond is transferable or exchangeable only upon the registration record kept for that purpose at the office 665 of the Registrar by the Registered Owner in person, or by his attorney duly authorized in writing, upon surrender of 666 this bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the 667 Registered Owner or such attorney, and thereupon a new fully registered bond or bonds in the same aggregate principal 668 amount, and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or the 669 Registered Owner, as the case may be, in exchange therefor. This bond may be transferred or exchanged without cost 670 to the Registered Owner except for any tax or governmental charge required to be paid with respect to the transfer or 671 exchange. The City, the Registrar, the Paying Agent and any other registrar or paying agent for this bond may treat 672 and consider the person in whose name this bond is registered as the absolute owner hereof for all purposes including 673 for the purpose of receiving payment of, or on account of, the principal hereof and interest and premium, if any, due 674 hereon. 675
The 2024B Bonds maturing on any maturity date are issuable only in the denomination of $5,000 or any 676 integral multiple thereof. 677
[A Continuing Disclosure Contract from the City to each registered owner or holder of any bond, dated as of 678 the date of initial issuance of the 2024B Bonds (the “Contract”), has been executed by the City, a copy of which is 679 available from the City and the terms of which are incorporated herein by this reference. The Contract contains certain 680 promises of the City to each registered owner or holder of any bond, including a promise to provide certain continuing 681
17 DMS 41746678.6
disclosure. By its payment for and acceptance of this bond, the registered owner or holder of this bond assents to the 682 Contract and to the exchange of such payment and acceptance for such promises.] 683
It is hereby certified and recited that all acts, conditions and things required to be done precedent to and in 684 the execution, issuance and delivery of this bond have been done and performed in regular and due form as provided 685 by law. 686
This bond shall not be valid or become obligatory for any purpose until the certificate of authentication 687 hereon shall have been executed by an authorized representative of the Registrar. 688
689 IN WITNESS WHEREOF, the City of Carmel, in Hamilton County, Indiana, has caused this bond to be 690 executed in its corporate name by the manual or facsimile signature of its Mayor, its corporate seal to be hereunto 691 affixed, imprinted or impressed by any means and attested manually or by facsimile by its Controller. 692
CITY OF CARMEL, INDIANA By: Mayor (SEAL) ATTEST: Controller 693 REGISTRAR’S CERTIFICATE OF AUTHENTICATION 694 695 It is hereby certified that this bond is one of the bonds described in the within-mentioned Ordinance duly 696 authenticated by the Registrar. 697
as Registrar By: Authorized Representative 698 699 The following abbreviations, when used in the inscription of the face of this bond, shall be construed as 700 through they were written out in full according to applicable laws or regulations: 701
TEN. COM. as tenants in common 702
TEN. ENT. as tenants by the entireties 703
JT. TEN. as joint tenants with right of survivorship and not as tenants in common 704
UNIF. TRAN. 705 MIN. ACT ________ Custodian __________ 706 (Cust.) (Minor) 707 708 under Uniform Transfer to Minors Act of 709 710 711
18 DMS 41746678.6
(State) 712 713 Additional abbreviations may also be used although not in the above list. 714 715 ASSIGNMENT 716 717 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite 718 Name and Address and Social Security or Other Identifying Number) $___________ principal amount (must be a 719 multiple of $5,000) of the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints 720 ___________, attorney to transfer the within bond on the books kept for the registration thereof with full power of 721 substitution in the premises. 722
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.
723 724 725 [End of form of Tax-Exempt Bonds] 726
727 728 SECTION 10. Authorization for Preparation and Sale of Bonds. 729
(a) The 2024 Bonds shall be sold in a competitive sale or by negotiation with a 730 purchaser(s) selected by the Executive and Fiscal Officer on the advice of the City’s municipal 731
advisor, or pursuant to Indiana Code 5-1.4 or Indiana Code 5-1.5 as determined by the Executive 732 or Fiscal Officer. If sold in a competitive sale, the Fiscal Officer shall cause to be published either 733 (i) a notice of sale once each week for two (2) consecutive weeks in accordance with Indiana Code 734 § 5-3-1-2, in which case the date fixed for the sale shall not be earlier than fifteen (15) days after 735 the first of such publications and not earlier than three (3) days after the second of such 736
publications, or (ii) a notice of intent to sell bonds once each week for two (2) weeks in accordance 737 with Indiana Code § 5-1-11-2 and Indiana Code § 5-3-1-4 and in a newspaper of general circulation 738 published in the State capital, in which case bids may not be received more than ninety (90) days 739 after the first of such publications. Said sale notice shall state the time and place of sale, the purpose 740 for which the 2024 Bonds are being issued, the total amount thereof, the amount and date of each 741
maturity, the maximum rate or rates of interest thereon, their denominations, the time and place of 742 payment, the terms and conditions upon which bids will be received and the sale made and such 743 other information as is required by law or as the Fiscal Officer shall deem necessary. 744
19 DMS 41746678.6
If sold by a competitive sale, bids for each of the series of the 2024 Bonds shall be sealed 745
and shall be presented to the Fiscal Officer in accord with the terms set forth in the sale notice. 746
Bidders for each of the series of the 2024 Bonds shall be required to name the rate or rates of 747 interest which each of the series of the 2024 Bonds are to bear, which shall be the same for each 748 of the series of the maturities of the respective Taxable Bonds and Tax-Exempt Bonds maturing 749 on the same date, not exceeding eight percent (8.00%) per annum with respect to the Taxable 750
Bonds and not exceeding six percent (6.00%) with respect to the Tax-Exempt Bonds, and such 751
interest rate or rates shall be in multiples of one hundredth of one percent. The Fiscal Officer shall 752 award each of the series of the 2024 Bonds to the bidder who offers the lowest interest cost, to be 753 determined by computing the total interest on each of the series of the 2024 Bonds to their 754 maturities and deducting therefrom the premium bid, if any, or adding thereto the amount of the 755
discount, if any. No bid for less than ninety-nine percent (99.00%) of the par value of each of the 756
series of the 2024 Bonds, plus accrued interest, shall be considered. The Fiscal Officer may require 757 that all bids be accompanied by certified or cashier’s checks payable to the order of the City, or a 758 surety bond, in an amount not to exceed one percent (1.00%) of the aggregate principal amount of 759 each of the series of the 2024 Bonds as a guaranty of the performance of said bid, should it be 760
accepted. In the event no satisfactory bids are received on the day named in the sale notice, the 761
sale may be continued from day to day thereafter for a period of thirty (30) days without 762 readvertisement; provided, however, that if said sale is continued, no bid shall be accepted which 763 offers an interest cost which is equal to or higher than the best bid received at the time fixed for 764 sale in the bond sale notice. The Fiscal Officer shall have full right to reject any and all bids. 765
If the 2024 Bonds are sold by negotiated sale, the Executive is authorized to negotiate and 766
execute a bond purchase agreement with one or more selected purchaser(s) on terms recommended 767 by the City’s municipal advisor, consistent with the parameters set forth in this Ordinance. 768
The Fiscal Officer is hereby authorized to appoint a financial institution to serve as escrow 769 trustee (the “Escrow Trustee”) for the Refunded Bonds in accordance with the terms of an Escrow 770
Agreement between the City and the Escrow Trustee (the “Escrow Agreement”). The Executive 771
and the Fiscal Officer are hereby authorized and directed to complete, execute and attest the same 772 on behalf of the City so long as its provisions are consistent with this Ordinance and the purchase 773 contract. 774
The execution, by either the Executive, Fiscal Officer, or the purchaser, of a subscription 775
for investments of proceeds of the 2024 Bonds to be held under the Escrow Agreement in a manner 776
consistent with this Ordinance is hereby approved. 777
After the 2024 Bonds have been properly sold and executed, the Fiscal Officer shall receive 778 from the purchasers payment for the 2024 Bonds and shall provide for delivery of the 2024 Bonds 779 to the purchasers. 780
(b) The 2024 Bonds, when fully paid for and delivered to the purchaser shall be the 781
binding special revenue obligations of the City, payable out of the Net Revenues. The proper 782 officers of the City are hereby directed to sell the 2024 Bonds to the purchaser, to draw all proper 783 and necessary warrants, and to do whatever acts and things which may be necessary to carry out 784 the provisions of this Ordinance. 785
20 DMS 41746678.6
(c) If necessary, the Executive and the Fiscal Officer each are hereby authorized to 786
deem final an official statement with respect to the 2024 Bonds, as of its date, in accordance with 787
the provisions of Rule 15c2-12 of the U.S. Securities and Exchange Commission, as amended (the 788 “SEC Rule”), subject to completion as permitted by the SEC Rule, and the City further authorizes 789 the distribution of the deemed final official statement, and the execution, delivery and distribution 790 of such document as further modified and amended with the approval of the Executive or the Fiscal 791
Officer in the form of a final official statement. 792
(d) In order to assist any underwriter of the 2024 Bonds in complying with paragraph 793 (b)(5) of the SEC Rule by undertaking to make available appropriate disclosure about the City and 794 the 2024 Bonds to participants in the municipal securities market, the City hereby covenants, 795 agrees and undertakes, in accordance with the SEC Rule, unless excluded from the applicability 796
of the SEC Rule or otherwise exempted from the provisions of paragraph (b)(5) of the SEC Rule, 797
that it will comply with and carry out all of the provisions of the continuing disclosure contract. 798 “Continuing disclosure contract” shall mean that certain continuing disclosure contract executed 799 by the City and dated the date of issuance of the 2024 Bonds, as originally executed and as it may 800 be amended from time to time in accordance with the terms thereof. The execution and delivery 801
by the City of the continuing disclosure contract, and the performance by the City of its obligations 802
thereunder by or through any employee or agent of the City, are hereby approved, and the City 803 shall comply with and carry out the terms thereof. 804
(e) The Fiscal Officer is hereby authorized and directed to obtain a legal opinion as to 805 the validity of the 2024 Bonds from Barnes & Thornburg LLP, and to furnish such opinion to the 806
purchasers of the 2024 Bonds or to cause a copy of said legal opinion to be printed on each 807
Refunding Bond. The cost of such opinion shall be paid out of the proceeds of the 2024 Bonds. 808
(f) In connection with the sale of the 2024 Bonds, the Executive and the Fiscal Officer 809 each are authorized to take such actions and to execute and deliver such agreements and 810 instruments as they deem advisable to obtain a rating and/or to obtain bond insurance for the 2024 811
Bonds, and the taking of such actions and the execution and delivery of such agreements and 812
instruments are hereby approved. 813
(g) In connection with the sale of the 2024 Bonds, the Executive and the Fiscal Officer 814 each are authorized to take such actions and to execute and deliver such agreements and 815 instruments as they deem advisable, including but not limited to a continuing disclosure agreement, 816
a bond purchase agreement and any offering document for the 2024 Bonds, and the taking of such 817
actions and the execution and delivery of such agreements and instruments are hereby approved. 818
(h) Notwithstanding anything in this Ordinance and in lieu of a public sale of the 2024 819 Bonds pursuant to this Section, the 2024 Bonds may, in the discretion of the Executive, based upon 820 the advice of the City’s municipal advisor, be sold to the Indiana Bond Bank or the City of Carmel 821
Local Public Improvement Bond Bank (the “Carmel Bond Bank”). In the event of such 822
determination, Bonds shall be sold in such denomination or denominations as the purchaser may 823 request, and pursuant to a qualified entity purchase agreement (the “Purchase Agreement”) 824 between the City and either the Indiana Bond Bank or the Carmel Bond Bank, hereby authorized 825 to be entered into and executed by the Executive on behalf of the City, subsequent to the date of 826
the adoption of this Ordinance. Such Purchase Agreement may set forth the definitive terms and 827
conditions for such sale, but all of such terms and conditions must be consistent with the terms and 828
21 DMS 41746678.6
conditions of this Ordinance, including without limitation, the interest rate or rates on the 2024 829
Bonds which shall not exceed the maximum rate of interest for the 2024 Bonds authorized pursuant 830
to this Ordinance. Bonds sold to the Indiana Bond Bank or the Carmel Bond Bank shall be 831 accompanied by all documentation required by the purchaser pursuant to the provisions of Indiana 832 Code 5-1.4 or Indiana Code 5-1.5, as applicable, and the Purchase Agreement, including, without 833 limitation, an approving opinion of nationally recognized bond counsel, certification and guarantee 834
of signatures and certification as to no litigation pending, as of the date of delivery of the 2024 835
Bonds, challenging the validity or issuance of the 2024 Bonds. In the event the Executive 836 determines to sell the 2024 Bonds to the Indiana Bond Bank or the Carmel Bond Bank, the entry 837 by the City into the Purchase Agreement, and the execution and delivery of the Purchase 838 Agreement on behalf of the City by the Executive in accordance with this Ordinance are hereby 839
authorized, approved and ratified. 840
SECTION 11. Use of Proceeds. 841
(a) Taxable Bonds. 842
(i) Any accrued interest received at the time of delivery of the Taxable Bonds (and, 843 if deemed by the Executive or the Fiscal Officer to be in excess of needs for the refunding, any 844
premium), shall be deposited in the Taxable Bonds Principal and Interest Account of the Taxable 845
Bonds Sinking Fund (as hereafter defined) and applied to payments on the Taxable Bonds on the 846 first interest payment date. 847
(ii) Concurrently with the delivery of the Taxable Bonds, the Fiscal Officer may 848 acquire, with the proceeds of the Taxable Bonds and cash on hand, investments as permitted under 849
the 2008 Bond Ordinance (the “2008 Taxable Defeasance Obligations”) to be used, together with 850
certain cash from the proceeds of the Taxable Bonds and cash on hand, if any, as set forth in the 851 Escrow Agreement, to refund and legally defease the 2008 Refunded Current Interest Bonds and 852 the 2008 Refunded Capital Appreciation Bonds all as set forth in the Escrow Agreement. In order 853 to refund the 2008 Refunded Current Interest Bonds and the 2008 Refunded Capital Appreciation 854
Bonds, the Fiscal Officer shall deposit the 2008 Taxable Defeasance Obligations and certain cash, 855
if any, with the Escrow Trustee under the Escrow Agreement in an amount sufficient to provide 856 moneys for the payment of the principal of and interest and redemption premium, if any, on the 857 2008 Refunded Current Interest Bonds and the 2008 Refunded Capital Appreciation Bonds until 858 the earliest date upon which the 2008 Refunded Current Interest Bonds and the 2008 Refunded 859
Capital Appreciation Bonds may be called for redemption. 860
If required for the legal defeasance of the 2008 Refunded Current Interest Bonds and the 861 2008 Refunded Capital Appreciation Bonds, the Fiscal Officer shall obtain a verification of an 862 accountant as to the sufficiency of the funds deposited in the Trust Account applicable to the 2008 863 Taxable Defeasance Obligations under the Escrow Agreement to accomplish said refunding and 864
legal defeasance of the 2008 Refunded Current Interest Bonds and the 2008 Refunded Capital 865
Appreciation Bonds. 866
(iii) Costs of issuance of the Taxable Bonds, including the premium for any bond 867 insurance obtained for the Taxable Bonds, not otherwise paid shall be paid from the remaining 868 proceeds by the Fiscal Officer. When all the costs of issuance of the Taxable Bonds have been 869
22 DMS 41746678.6
paid, the Fiscal Officer shall then transfer any amount then remaining from the proceeds of the 870
Taxable Bonds to the Taxable Bonds Sinking Fund herein created. 871
(b) Tax-Exempt Bonds. 872
(i) Any accrued interest received at the time of delivery of the Tax-Exempt Bonds 873 (and, if deemed by the Executive or the Fiscal Officer to be in excess of needs for the refunding, 874 any premium), shall be deposited in the Tax-Exempt Bonds Principal and Interest Account of the 875
Tax-Exempt Bonds Sinking Fund (as hereafter defined) and applied to payments on the Tax-876
Exempt Bonds on the first interest payment date. 877
(ii) Concurrently with the delivery of the Tax-Exempt Bonds, the Fiscal Officer 878 may acquire, with the proceeds of the Tax-Exempt Bonds and cash on hand, investments as 879 permitted under the 2017 Ordinance, the 2019 Ordinance and the 2021 Ordinance (the 880
“Obligations”) to be used, together with certain cash from the proceeds of the Tax-Exempt Bonds 881
and cash on hand, if any, as set forth in the Escrow Agreement, to refund and legally defease the 882 2012 Refunded Bonds and the 2019 Refunded BAN all as set forth in the Escrow Agreement. In 883 order to refund 2012 Refunded Bonds and the 2019 Refunded BAN, the Fiscal Officer shall deposit 884 the Tax-Exempt Obligations and certain cash, if any, with the Escrow Trustee under the Escrow 885
Agreement in an amount sufficient to provide moneys for the payment of the principal of and 886
interest and redemption premium, if any, on the 2012 Refunded Bonds and the 2019 Refunded 887 BAN until the earliest date upon which the 2012 Refunded Bonds and the 2019 Refunded BAN 888 may be called for redemption. 889
If required for the legal defeasance of the 2012 Refunded Bonds and the 2019 Refunded 890
BAN, the Fiscal Officer shall obtain a verification of an accountant as to the sufficiency of the 891
funds deposited in the Trust Account with respect to the Obligations under the Escrow Agreement 892 to accomplish said refunding and legal defeasance of the 2012 Refunded Bonds and the 2019 893 Refunded BAN. 894
(iii) The remaining proceeds from the sale of the Tax-Exempt Bonds shall be 895
deposited in a fund of the utility hereby created and designated as the “City of Carmel, Indiana 896
2024 Tax-Exempt Waterworks Bond Project Fund” (the “Project Fund”) or applied to the payment 897 of costs of the Project. The proceeds deposited in the Project Fund, together with all investment 898 earnings thereon, shall be expended only for the purpose of paying the costs of the Project and the 899 costs of selling and issuing the Tax-Exempt Bonds, including the premium for any bond insurance 900
obtained for the Tax-Exempt Bonds. 901
The City hereby declares that it reasonably expects to reimburse the City’s advances to the 902 Project from proceeds of the Tax-Exempt Bonds, as anticipated by this Ordinance, and such 903 declaration shall be deemed one within the meaning of the Reimbursement Regulations. 904
Any balance remaining in the Project Fund after the completion of the Project which is not 905
required to meet unpaid obligations incurred in connection therewith and on account of the sale 906
and issuance of the Tax-Exempt Bonds shall be (A) paid into the Tax-Exempt Bonds Sinking Fund 907 (to be part of the hereinafter referenced Tax-Exempt Bonds Principal and Interest Account) or (B) 908 used for the same purpose or type of project for which the Tax-Exempt Bonds were originally 909 issued, all in accordance with Indiana Code 5-1-13, as amended, or as otherwise permitted by law. 910
23 DMS 41746678.6
(iv) Costs of issuance of the Tax-Exempt Bonds, including the premium for any 911
bond insurance obtained for the Tax-Exempt Bonds, not otherwise paid shall be paid from the 912
remaining proceeds by the Fiscal Officer. When all the costs of issuance of the Tax-Exempt Bonds 913 have been paid, the Fiscal Officer shall then transfer any amount then remaining from the proceeds 914 of the Tax-Exempt Bonds to the Tax-Exempt Bonds Sinking Fund herein created. 915
SECTION 12. Revenue Fund. There is hereby continued a fund of the utility 916
designated as the Revenue Fund (the “Revenue Fund”), into which there shall be deposited upon 917
receipt all revenues of the works for application as set forth below. 918
SECTION 13. Operation and Maintenance Fund. There is hereby continued an 919 operating fund of the utility designated as the Operation and Maintenance Fund (the “Operation 920 and Maintenance Fund”). There shall be transferred from the Revenue Fund and credited to the 921
Operation and Maintenance Fund, on the last day of each calendar month, a sufficient amount to 922
meet the expenses of operation, repair and maintenance for the then next succeeding two (2) 923 calendar months. The moneys credited to this Fund shall be used for the payment of the reasonable 924 and proper operation, repair and maintenance expenses of the works on a day-to-day basis, but 925 none of the moneys in the Operation and Maintenance Fund shall be used for depreciation, 926
replacements, improvements, extensions or additions. Any balance in Operation and Maintenance 927
Fund in excess of the expected expenses of operation, repair and maintenance for the next 928 succeeding month may be transferred to the Taxable Bonds Sinking Fund or the Tax-Exempt 929 Bonds Sinking Fund if necessary to prevent a default in the payment of principal of or interest on 930 the outstanding bonds of the works. 931
SECTION 14. Sinking Fund. (a) Taxable Bonds. There is hereby established and 932
created a fund designated as the Taxable Bonds Sinking Fund (the “Taxable Bonds Sinking 933 Fund”), to be used for the payment of the principal of and interest on the Taxable Bonds and any 934 hereafter issued bonds ranking on a parity therewith which by their terms are payable from the Net 935 Revenues and the payment of any fiscal agency charges in connection with such payment. The 936
Taxable Bonds Sinking Fund is further and additionally divided into two (2) additional accounts 937
designated as the Taxable Bonds Principal and Interest Account and the Taxable Bonds Debt 938 Service Reserve Account, which are pledged for the purposes set forth below. The Taxable Bonds 939 Sinking Fund is on parity with the Tax-Exempt Bonds Sinking Fund and all deposits in each of 940 the Taxable Bonds Sinking Fund and the Tax-Exempt Bonds Sinking Fund shall be pari-passu 941
with respect to the requirements of each. 942
(i) Taxable Bonds Principal and Interest Account. There shall be transferred, 943 on the last day of each calendar month, from the Revenue Fund and credited to the Taxable Bonds 944 Principal and Interest Account an amount equal to the sum of at least one-twelfth (1/12) of the 945 principal and at least one-sixth (1/6) of the interest on all then-outstanding Taxable Bonds and any 946
hereafter issued bonds ranking on a parity therewith payable from Net Revenues on the next 947
succeeding principal and interest payment dates (except in the instance of the first principal and 948 interest payment dates next succeeding the issuance of the Taxable Bonds, an appropriately greater 949 percentage as would result in such equal monthly transfers equaling the required payments), until 950 the amount available therein shall equal the principal payable during the next succeeding twelve 951
(12) calendar months and the interest payable during the next succeeding six (6) calendar months. 952
There shall similarly be credited to the account any amount necessary to pay when due the bank 953
24 DMS 41746678.6
fiscal agency charges for paying principal of and interest on the Taxable Bonds and any hereafter 954
issued bonds ranking on a parity therewith as the same become payable. The City shall, from the 955
sums deposited in the Taxable Bonds Sinking Fund and credited to the Taxable Bonds Principal 956 and Interest Account, remit promptly to the registered owner or to the bank fiscal agency sufficient 957 moneys to pay the principal and interest on the Taxable Bonds and any hereafter issued bonds 958 ranking on a parity therewith the due dates thereof together with the amount of bank fiscal agency 959
charges. 960
961 (ii) Taxable Bonds Debt Service Reserve Account. After meeting monthly 962 deposits to the Taxable Bonds Sinking Fund required by the 2008 Bond Ordinance, there shall be 963 transferred, on the last day of each calendar month following the issuance of the Taxable Bonds, 964
after making any required transfer to the Taxable Bonds Principal and Interest Account, from the 965
Revenue Fund and credited to the Taxable Bonds Debt Service Reserve Account an amount to 966 constitute an appropriate reserve to facilitate the marketing of the Taxable Bonds, which monthly 967 deposits shall be in an amount sufficient to build the balance in the Taxable Bonds Debt Service 968 Reserve Account (after consideration of any transfers made pursuant to the next following 969
sentence) to an amount equal to the Taxable Reserve Requirement as defined below within no 970
more than five (5) years on a level monthly basis (after accounting for earnings thereon). The 971 Fiscal Officer, with the advice of the City’s municipal advisor, may transfer an amount of the funds 972 of the utility now on hand, or apply proceeds of the Taxable Bonds, in full or partial satisfaction 973 of the Taxable Reserve Requirement at or after the issuance of the Taxable Bonds. After the 974
issuance of the Taxable Bonds, the City shall maintain the balance in the Taxable Bonds Debt 975
Service Reserve Account in an amount equal to the Taxable Reserve Requirement, subject to the 976 provisions of this Ordinance or any ordinance authorizing and any hereafter issued bonds ranking 977 on a parity therewith, which allows the Taxable Reserve Requirement to be accumulated over time. 978 For these purposes, “Taxable Reserve Requirement” means the maximum annual debt service on 979
the Taxable Bonds. 980
All money in the Taxable Bonds Debt Service Reserve Account shall be used and 981 withdrawn solely for the purpose of making deposits into the Taxable Bonds Principal and Interest 982 Account, in the event of and to the extent of any deficiency in the Taxable Bonds Principal and 983 Interest Account with respect to the payments then due on the Taxable Bonds and any hereafter 984
issued bonds ranking on a parity therewith, or to make the final payments on such bonds when the 985
Taxable Bonds Debt Service Reserve Account, together with other funds available for such 986 purpose, is sufficient to make all remaining payments thereon to final maturity. Any amount in the 987 Taxable Bonds Debt Service Reserve Account in excess of the Taxable Reserve Requirement shall 988 be withdrawn from time to time, and at least as frequently as annually, and deposited in the Taxable 989
Bonds Principal and Interest Account. Any deficiency in the balance required to be held in the 990
Taxable Bonds Debt Service Reserve Account shall be promptly made up from the next available 991 Net Revenues after credits to the Taxable Bonds Principal and Interest Account. 992
Notwithstanding the foregoing, the Fiscal Officer, with the advice of the City’s municipal 993 advisor and bond counsel, may enable the City to satisfy all or any part of its obligation to maintain 994
an amount in the Taxable Bonds Debt Service Reserve Account equal to the Taxable Reserve 995
Requirement by depositing a Reserve Fund Credit Facility in the Taxable Bonds Debt Service 996 Reserve Account at or after the issuance of the Taxable Bonds, provided that such deposit does 997 not adversely affect any then existing rating on the Taxable Bonds and any hereafter issued bonds 998
25 DMS 41746678.6
ranking on a parity therewith; provided, A “Reserve Fund Credit Facility” is hereby defined as a 999
letter of credit, liquidity facility, insurance policy or comparable instrument furnished by a bank, 1000
insurance company, financial institution or other entity pursuant to a reimbursement agreement or 1001 similar instrument between such entity and the City, for the purpose of satisfying in whole or in 1002 part the City’s obligation to maintain the Taxable Reserve Requirement. 1003 1004
(b) Tax-Exempt Bonds. There is hereby continued a fund of the utility designated as 1005
the Tax-Exempt Bonds Sinking Fund (the “Tax-Exempt Bonds Sinking Fund”), to be used for the 1006 payment of the principal of and interest on the Tax-Exempt Bonds, the 2017 Bonds, the 2021 1007 Bonds, and any hereafter issued bonds ranking on a parity therewith which by their terms are 1008 payable from the Net Revenues, and the payment of any fiscal agency charges in connection with 1009
such payment. The Tax-Exempt Bonds Sinking Fund is further and additionally divided into two 1010
(2) additional accounts designated as the Tax-Exempt Bonds Principal and Interest Account and 1011 the Tax-Exempt Bonds Debt Service Reserve Account, which are pledged for the purposes set 1012 forth below. The Tax-Exempt Bonds Sinking Fund is on parity with the Taxable Bonds Sinking 1013 Fund and all deposits in each of the Tax-Exempt Bonds Sinking Fund and the Taxable Bonds 1014
Sinking Fund shall be pari-passu with respect to the requirements of each. 1015
(i) Tax-Exempt Bonds Principal and Interest Account. There shall be 1016 transferred, on the last day of each calendar month, from the Revenue Fund and credited to the 1017 Tax-Exempt Bonds Principal and Interest Account an amount equal to the sum of at least one-1018 twelfth (1/12) of the principal and at least one-sixth (1/6) of the interest on all then-outstanding 1019
Tax-Exempt Bonds, the 2017 Bonds, the 2021 Bonds and any hereafter issued bonds ranking on a 1020
parity therewith payable from Net Revenues on the next succeeding principal and interest payment 1021 dates (except in the instance of the first principal and interest payment dates next succeeding the 1022 issuance of the Tax-Exempt Bonds, an appropriately greater percentage as would result in such 1023 equal monthly transfers equaling the required payments), until the amount available therein shall 1024
equal the principal payable during the next succeeding twelve (12) calendar months and the interest 1025
payable during the next succeeding six (6) calendar months. There shall similarly be credited to 1026 the account any amount necessary to pay when due the bank fiscal agency charges for paying 1027 principal of and interest on the Tax-Exempt Bonds, the 2017 Bonds, the 2021 Bonds and any 1028 hereafter issued bonds ranking on a parity therewith as the same become payable. The City shall, 1029
from the sums deposited in the Tax-Exempt Bonds Sinking Fund and credited to the Tax-Exempt 1030
Bonds Principal and Interest Account, remit promptly to the registered owner or to the bank fiscal 1031 agency sufficient moneys to pay the principal and interest on Tax-Exempt Bonds, the 2017 Bonds, 1032 the 2021 Bonds and any hereafter issued bonds ranking on a parity therewith the due dates thereof 1033 together with the amount of bank fiscal agency charges. 1034
(ii) Tax-Exempt Bonds Debt Service Reserve Account. After meeting monthly 1035
deposits to the Tax-Exempt Bonds Sinking Fund required by the 2017 Ordinance, the 2019 1036 Ordinance, and the 2021 Ordinance, there shall be transferred, on the last day of each calendar 1037 month following the issuance of the Tax-Exempt Bonds, after making any required transfer to the 1038 Tax-Exempt Bonds Principal and Interest Account, from the Revenue Fund and credited to the 1039
Tax-Exempt Bonds Debt Service Reserve Account an amount to constitute an appropriate reserve 1040
to facilitate the marketing of the Tax-Exempt Bonds, which monthly deposits shall be in an amount 1041 sufficient to build the balance in the Tax-Exempt Bonds Debt Service Reserve Account (after 1042 consideration of any transfers made pursuant to the next following sentence) to an amount equal 1043
26 DMS 41746678.6
to the Tax-Exempt Reserve Requirement as defined below within no more than five (5) years on 1044
a level monthly basis (after accounting for earnings thereon). The Fiscal Officer, with the advice 1045
of the City’s municipal advisor, may transfer an amount of the funds of the utility now on hand, 1046 or apply proceeds of the Tax-Exempt Bonds, in full or partial satisfaction of the Tax-Exempt 1047 Reserve Requirement at or after the issuance of the Tax-Exempt Bonds. After the issuance of the 1048 Tax-Exempt Bonds, the City shall maintain the balance in the Tax-Exempt Bonds Debt Service 1049
Reserve Account in an amount equal to the Tax-Exempt Reserve Requirement, subject to the 1050
provisions of this Ordinance, the 2017 Ordinance, the 2019 Ordinance, the 2021 Ordinance or any 1051 ordinance authorizing and any hereafter issued bonds ranking on a parity therewith, which allows 1052 the Tax-Exempt Reserve Requirement to be accumulated over time. For these purposes, “Tax-1053 Exempt Reserve Requirement” means the least of (i) ten percent (10%) of the proceeds of the Tax-1054
Exempt Bonds, the 2017 Bonds, the 2021 Bonds and any hereafter issued bonds ranking on a parity 1055
therewith, (ii) the maximum annual debt service on the Tax-Exempt Bonds, the 2017 Bonds, the 1056 2021 Bonds and any hereafter issued bonds ranking on a parity therewith, or (iii) one hundred 1057 twenty-five percent (125%) of the average annual debt service on the Tax-Exempt Bonds, the 2017 1058 Bonds, the 2021 Bonds and any hereafter issued bonds ranking on a parity therewith; provided, 1059
however, if any of the outstanding bonds payable from Net Revenues on a parity with the Tax-1060
Exempt Bonds are held by the Indiana Finance Authority pursuant to its SRF Program, then the 1061 reserve amount shall equal the maximum annual debt service on the Tax-Exempt Bonds, the 2017 1062 Bonds, the 2021 Bonds and any hereafter issued bonds ranking on a parity therewith if so required 1063 by the Indiana Finance Authority. 1064
All money in the Tax-Exempt Bonds Debt Service Reserve Account shall be used and 1065
withdrawn solely for the purpose of making deposits into the Tax-Exempt Bonds Principal and 1066 Interest Account, in the event of and to the extent of any deficiency in the Tax-Exempt Bonds 1067 Principal and Interest Account with respect to the payments then due on the 2024 Bonds, the 2017 1068 Bonds, 2021 Bonds and any hereafter issued bonds ranking on a parity therewith, or to make the 1069
final payments on such bonds when the Tax-Exempt Bonds Debt Service Reserve Account, 1070
together with other funds available for such purpose, is sufficient to make all remaining payments 1071 thereon to final maturity. Any amount in the Tax-Exempt Bonds Debt Service Reserve Account in 1072 excess of the Tax-Exempt Reserve Requirement shall be withdrawn from time to time, and at least 1073 as frequently as annually, and deposited in the Tax-Exempt Bonds Principal and Interest Account. 1074
Any deficiency in the balance required to be held in the Tax-Exempt Bonds Debt Service Reserve 1075
Account shall be promptly made up from the next available Net Revenues after credits to the Tax-1076 Exempt Bonds Principal and Interest Account. 1077
Notwithstanding the foregoing, the Fiscal Officer, with the advice of the City’s municipal 1078 advisor and bond counsel, may enable the City to satisfy all or any part of its obligation to maintain 1079
an amount in the Tax-Exempt Bonds Debt Service Reserve Account equal to the Tax-Exempt 1080
Reserve Requirement by depositing a Reserve Fund Credit Facility in the Tax-Exempt Bonds Debt 1081 Service Reserve Account at or after the issuance of the Tax-Exempt Bonds, provided that such 1082 deposit does not adversely affect any then existing rating on the Tax-Exempt Bonds and any 1083 hereafter issued bonds ranking on a parity therewith; provided. A “Reserve Fund Credit Facility” 1084
is hereby defined as a letter of credit, liquidity facility, insurance policy or comparable instrument 1085
furnished by a bank, insurance company, financial institution or other entity pursuant to a 1086 reimbursement agreement or similar instrument between such entity and the City, for the purpose 1087
27 DMS 41746678.6
of satisfying in whole or in part the City’s obligation to maintain the Tax-Exempt Reserve 1088
Requirement. 1089
SECTION 15. Improvement Fund. After meeting the requirements of the Operation 1090 and Maintenance Fund and the Taxable Bonds Sinking Fund and the Tax-Exempt Bonds Sinking 1091 Fund, any excess revenues may be transferred from the Revenue Fund and credited to the special 1092 utility fund, to be expended in making good depreciation in the works and new construction, 1093
hereby continued and designated as the “Improvement Fund” (the “Improvement Fund”). Said 1094
Improvement Fund shall be used for replacements, improvements, extensions and additions to the 1095 works. Moneys in the Improvement Fund shall be transferred to the Taxable Bonds Sinking Fund 1096 or the Tax-Exempt Bonds Sinking Fund if necessary to prevent a default in the payment of 1097 principal of and interest on the then outstanding bonds of the works, or may be transferred to the 1098
Operation and Maintenance Fund to meet unforeseen contingencies in the operation, repair and 1099
maintenance of the works. 1100
SECTION 16. Investment of Funds. The funds and accounts described herein shall be 1101 accounted for separate and apart from each other and from all other funds and accounts of the City. 1102 All moneys deposited in the funds and accounts shall be deposited, held and secured as public 1103
funds in accordance with the public depository laws of the State of Indiana; provided that moneys 1104
therein may be invested in obligations in accordance with the applicable laws, including 1105 particularly Indiana Code 5-13 and 5-1.2, each as amended or supplemented, and in the event of 1106 such investment the income therefrom shall become a part of the funds invested and shall be used 1107 only as provided in this Ordinance. 1108
The Fiscal Officer is hereby authorized pursuant to Indiana Code § 5-1-14-3 to invest 1109
moneys pursuant to the provisions of this Ordinance (subject to applicable requirements of federal 1110 law to ensure such yield is then current market rate) to the extent necessary or advisable to preserve 1111 the exclusion from gross income of interest on the 2024 Bonds under federal law. 1112
The Fiscal Officer shall keep full and accurate records of investment earnings and income 1113
from moneys held in the funds and accounts created or referenced herein. In order to comply with 1114
the provisions of this Ordinance, the Fiscal Officer is hereby authorized and directed to employ 1115 consultants or attorneys from time to time to advise the City as to requirements of federal law to 1116 preserve the tax exclusion. The Fiscal Officer may pay any fees as operation expenses of the utility. 1117
SECTION 17. Financial Records and Accounts. The City shall keep proper records 1118
and books of account, separate from all of its other records and accounts, in which complete and 1119
correct entries shall be made showing all revenues received on account of the operation of the 1120 utility and all disbursements made therefrom and all transactions relating to the utility. The City 1121 shall maintain on file the audited financial statements of the utility prepared by the State Board of 1122 Accounts. There shall be furnished, upon written request, to any owner of the 2024 Bonds, the 1123
most recent copy of the audited financial statements of the utility prepared by the State Board of 1124
Accounts. Copies of all such statements and reports shall be kept on file in the office of the Fiscal 1125 Officer. 1126
SECTION 18. Rate Covenant. The City covenants and agrees that, by ordinance of the 1127 Council, it will establish and maintain just and equitable rates and charges for the use of and the 1128
service rendered by the works, to be paid by the owner of each and every lot, parcel of real estate 1129
28 DMS 41746678.6
or building that is connected with and uses said works by or through any part of the utility, or that 1130
in any way uses or is served by such works; that such rates and charges shall produce revenues at 1131
least sufficient (when determined including user and other charges, fees, income or revenues 1132 available to the City), in each year to (a) pay all the legal and other necessary expenses of operation, 1133 repair, replacements and maintenance of the works if sold to any other purchaser; (b) provide a 1134 sinking fund for the liquidation of bonds or other obligations, including leases; (c) provide a debt 1135
service reserve on bonds or other obligations, including leases, as required by the terms of such 1136
obligations; (d) provide adequate money for working capital; (e) provide adequate money for 1137 making extensions and replacements; (f) provide money for the payment of any taxes that may be 1138 assessed against the works; and (g) to comply with and satisfy all covenants contained in this 1139 Ordinance. Such rates or charges shall, if necessary, be changed and readjusted from time to time 1140
so that the revenues therefrom shall always be sufficient to meet the expenses of operation, repair 1141
and maintenance of the works and the requirements of the Taxable Bonds Sinking Fund and the 1142 Tax-Exempt Bonds Sinking Fund. The rates or charges so established shall apply to any and all 1143 use of such works by and service rendered to the City and all departments thereof, and shall be 1144 paid by the City or the various departments thereof as the charges accrue. 1145
SECTION 19. Defeasance. If, when the 2024 Bonds or a portion thereof shall have 1146
become due and payable in accordance with their terms or shall have been duly called for 1147 redemption or irrevocable instructions to call the 2024 Bonds or a portion thereof for redemption 1148 shall have been given, and the whole amount of the principal, premium, if any, and the interest so 1149 due and payable upon such 2024 Bonds or any portion thereof then outstanding shall be paid, or 1150
(a) sufficient moneys or (b) direct obligations of, or obligations the principal of and interest on 1151
which are unconditionally guaranteed by the United States of America, the principal of and the 1152 interest on which when due will provide sufficient moneys for such purpose, shall be held in trust 1153 for such purpose, and provision shall also be made for paying all fees and expenses for the 1154 redemption, then and in that case the 2024 Bonds issued hereunder or any designated portion 1155
thereof shall no longer be deemed outstanding or entitled to the pledge of the Net Revenues of the 1156
works. 1157
SECTION 20. Additional Obligations. The City reserves the right to authorize and 1158 issue additional bonds payable out of the Net Revenues ranking on a parity with the 2024 Bonds, 1159 the 2017 Bonds and the 2021 Bonds for the purpose of financing the cost of future additions, 1160
extensions and improvements to the works, or to provide for a complete or partial refunding of 1161
obligations, subject to the following conditions precedent: 1162
(a) The interest on and principal of all bonds payable from the Net 1163 Revenues shall have been paid to date in accordance with the terms thereof, 1164 provided, this condition shall be satisfied if any required amount is to be provided 1165
from the proceeds of such additional bonds or other funds. 1166
(b) The balance in the Debt Service Reserve Account shall be equal to 1167 the amount required herein, provided, this condition shall be satisfied if any 1168 required amount is to be provided from the proceeds of such additional bonds or 1169 other funds. 1170
(c) The Net Revenues in the fiscal year immediately preceding the 1171
issuance of any such bonds ranking on a parity with the 2024 Bonds, the 2017 1172
29 DMS 41746678.6
Bonds and the 2021 Bonds shall be not less than one hundred twenty five percent 1173
(125%) of the average annual principal and interest requirements of the then 1174
outstanding 2024 Bonds, 2017 Bonds, 2021 Bonds and any hereafter issued bonds 1175 ranking on a parity with the 2024 Bonds, the 2017 Bonds and the 2021 Bonds, 1176 including the proposed additional bonds to be issued (“Proposed Parity Bonds”) for 1177 each respective year during the period commencing as of the issuance of the 1178
Proposed Parity Bonds and ending as the final maturity of the then outstanding 1179
revenue bonds, provided that upon the final maturity of the 2017 Bonds and the 1180 2021 Bonds the portion of the sentence above stating “for each respective year 1181 during the period commencing as of the issuance of the Proposed Parity Bonds and 1182 ending as the final maturity of the then outstanding revenue bonds” shall be deleted; 1183
or, prior to the issuance of the additional Proposed Parity Bonds, the rates and 1184
charges shall be increased sufficiently so that said increased rates and charges 1185 applied to the previous fiscal year’s operations would have produced Net Revenues 1186 for said year equal to not less than one hundred twenty five percent (125%) of the 1187 average annual principal and interest requirements for each respective year during 1188
the period commencing as of the issuance of the Proposed Parity Bonds and ending 1189
as the final maturity of the then outstanding revenue bonds; provided that upon the 1190 final maturity of the 2017 Bonds and the 2021 Bonds the portion of the sentence 1191 above stating “for each respective year during the period commencing as of the 1192 issuance of the Proposed Parity Bonds and ending as the final maturity of the then 1193
outstanding revenue bonds” shall be deleted and the following shall be inserted “of 1194
the outstanding revenue bonds and the Proposed Parity Bonds.” For purposes of 1195 this subsection, the records of the works shall be analyzed and all showings shall 1196 be prepared by a certified public accountant employed by the City for that purpose. 1197
(d) The principal of the Proposed Parity Bonds shall be payable on May 1198
1 and the interest shall be payable on May 1 and November 1 during the periods 1199
such principal and interest are payable. 1200
SECTION 21. Further Covenants of the City. For the purpose of further 1201 safeguarding the interests of the owners of the 2024 Bonds, it is hereby specifically provided as 1202 follows: 1203
(a) The City shall at all times maintain the works in good condition, and 1204
operate the same in an efficient manner and at a reasonable cost. 1205
(b) So long as any of the 2024 Bonds are outstanding, the City shall 1206 maintain insurance on the insurable parts of the works, of a kind and in an amount 1207 such as would normally be carried by private entities engaged in a similar type of 1208
business. All insurance shall be placed with responsible insurance companies 1209
qualified to do business under the laws of the State of Indiana. Insurance proceeds 1210 shall be used in replacing or repairing the property destroyed or damaged, or if not 1211 used for that purpose, shall be treated and applied as Revenues of the Taxable 1212 Bonds Sinking Fund and the Tax-Exempt Bonds Sinking Fund. 1213
(c) So long as any of the 2024 Bonds are outstanding, the City shall not 1214
mortgage, pledge or otherwise encumber the works, or any part thereof, and shall 1215
30 DMS 41746678.6
not sell, lease or otherwise dispose of any part of the same. The City shall not sell, 1216
lease or otherwise dispose of any part of the works, excepting only such machinery, 1217
equipment or other property as may be replaced, or shall no longer be necessary for 1218 use in connection with said utility. 1219
(d) Except as otherwise specifically provided in Section 19 of this 1220 Ordinance, so long as any of the 2024 Bonds are outstanding, no additional bonds 1221
or other obligations pledging any portion of the revenues of the works shall be 1222
issued by the City, except such as shall be made junior and subordinate in all 1223 respects to the 2024 Bonds, unless all of the 2024 Bonds are defeased, redeemed or 1224 retired coincidentally with the delivery of such additional bonds or other 1225 obligations. 1226
(e) The provisions of this Ordinance shall constitute a contract by and 1227
between the City and the owners of the 2024 Bonds, all the terms of which shall be 1228 enforceable by any such owner by any and all appropriate proceedings in law or in 1229 equity. After the issuance of the 2024 Bonds and so long as any of the principal 1230 thereof or interest or premium, if any, thereon remains unpaid, except as expressly 1231
provided herein, this Ordinance shall not be repealed or amended in any respect 1232
which will adversely affect the rights of such owners, nor shall the Council or any 1233 other body of the City adopt any law, ordinance or resolution which in any way 1234 adversely affects the rights of such owners. Except in the case of changes described 1235 in Section 22(a) through (f) hereof, this Ordinance may be amended, however, 1236
without the consent of bond owners, if the Council determines, in its sole discretion, 1237
that such amendment would not adversely affect the owners of the 2024 Bonds. 1238
(f) The provisions of this Ordinance shall be construed to create a trust 1239 in the proceeds of the sale of the 2024 Bonds for the uses and purposes herein set 1240 forth, and the owners of the 2024 Bonds shall retain a lien on such proceeds until 1241
the same are applied in accordance with the provisions of this Ordinance and the 1242
Act. The provisions of this Ordinance shall also be construed to create a trust in the 1243 Net Revenues herein directed to be set apart and paid into the Taxable Bonds 1244 Sinking Fund and/or the Tax-Exempt Bonds Sinking Fund for the uses and 1245 purposes of that Fund as set forth in this Ordinance. The owners of the 2024 Bonds 1246
shall have all the rights, remedies and privileges set forth in the Act, including the 1247
right to have a receiver appointed to administer the utility in the event the City shall 1248 fail or refuse to fix and collect sufficient rates and charges for those purposes, or 1249 shall fail or refuse to operate and maintain said utility and to apply properly the 1250 revenues derived from the operation thereof, or if there be a default in the payment 1251
of the interest on or principal of the 2024 Bonds or any BANs. 1252
(g) None of the provisions of this Ordinance shall be construed as 1253 requiring the expenditure of any funds of the City derived from any sources other 1254 than the proceeds of the 2024 Bonds and the operation of the utility. 1255
(h) For purpose of this Section 21, the term “lease” shall include any 1256
lease, contract, or other instrument conferring a right upon the City to use property 1257
in exchange for a periodic payments made from the revenues of the works, whether 1258
31 DMS 41746678.6
the City desires to cause such to be, or by its terms (or its intended effects) is to be, 1259
(i) payable as rent, (ii) booked as an expense or an expenditure, or (iii) classified 1260
for accounting or other purposes as a capital lease, financing lease, operating lease, 1261 non-appropriation leases, installment purchase agreement or lease, or otherwise 1262 (including any combination thereof). 1263
SECTION 22. Amendments With Consent of Bondholders. Subject to the terms and 1264
provisions contained in this Section and Sections 21 and 23, the owners of not less than sixty-six 1265
and two-thirds percent (66 2/3%) in aggregate principal amount of the 2024 Bonds and then 1266 outstanding shall have the right, from time to time, to consent to and approve the adoption by the 1267 Council of such ordinance or ordinances supplemental hereto, as shall be deemed necessary or 1268 desirable by the City for the purpose of amending in any particular any of the terms or provisions 1269
contained in this Ordinance, or in any supplemental ordinance; provided, however, that nothing 1270
herein contained shall permit or be construed as permitting: 1271
(a) An extension of the maturity of the principal of or interest or 1272 premium, if any, on, or any mandatory sinking fund redemption date for, or an 1273 advancement of the earliest redemption date on, any Refunding Bond, without the 1274
consent of the holder of each Refunding Bond so affected; or 1275
(b) A reduction in the principal amount of any Refunding Bond or the 1276 redemption premium or the rate of interest thereon, or a change in the monetary 1277 medium in which such amounts are payable, without the consent of the holder of 1278 each Refunding Bond so affected; or 1279
(c) The creation of a lien upon or a pledge of the Net Revenues ranking 1280
prior to the pledge thereof created by this Ordinance, without the consent of the 1281 holders of all 2024 Bonds then outstanding; or 1282
(d) A preference or priority of any Refunding Bond over any other 1283 Refunding Bond, without the consent of the holders of all 2024 Bonds then 1284
outstanding; or 1285
(e) A reduction in the aggregate principal amount of the 2024 Bonds 1286 required for consent to such supplemental ordinance, without the consent of the 1287 holders of all 2024 Bonds then outstanding; or 1288
(f) A reduction in the Reserve Requirement. 1289
If the City shall desire to obtain any such consent, it shall cause the Registrar to mail a 1290
notice, postage prepaid, to the addresses appearing on the Registration Record. Such notice shall 1291 briefly set forth the nature of the proposed supplemental ordinance and shall state that a copy 1292 thereof is on file at the office of the Registrar for inspection by all owners of the 2024 Bonds. The 1293 Registrar shall not, however, be subject to any liability to any owners of the 2024 Bonds by reason 1294
of its failure to mail such notice, and any such failure shall not affect the validity of such 1295
supplemental ordinance when consented to and approved as herein provided. 1296
32 DMS 41746678.6
Whenever at any time within one (1) year after the date of the mailing of such notice, the 1297
City shall receive any instrument or instruments purporting to be executed by the owners of each 1298
or either series of the 2024 Bonds of not less than sixty-six and two-thirds per cent (66-2/3%) in 1299 aggregate principal amount of each or either series of the 2024 Bonds then outstanding, which 1300 instrument or instruments shall refer to the proposed supplemental ordinance described in such 1301 notice, and shall specifically consent to and approve the adoption thereof in substantially the form 1302
of the copy thereof referred to in such notice as on file with the Registrar, thereupon, but not 1303
otherwise, the City may adopt such supplemental ordinance in substantially such form, without 1304 liability or responsibility to any owners of the 2024 Bonds, whether or not such owners shall have 1305 consented thereto. 1306
No owner of any Refunding Bond shall have any right to object to the adoption of such 1307
supplemental ordinance or to object to any of the terms and provisions contained therein or the 1308
operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin 1309 or restrain the Council from adopting the same, or from taking any action pursuant to the provisions 1310 thereof. Upon the adoption of any supplemental ordinance pursuant to the provisions of this 1311 section, this Ordinance shall be, and shall be deemed, modified and amended in accordance 1312
therewith, and the respective rights, duties and obligations under this Ordinance of the City and all 1313
owners of the 2024 Bonds then outstanding shall thereafter be determined, exercised and enforced 1314 in accordance with this Ordinance, subject in all respects to such modifications and amendments. 1315
Notwithstanding anything contained in the foregoing provisions of this Ordinance, the 1316 rights and obligations of the City and of the owners of the 2024 Bonds, and the terms and 1317
provisions of the 2024 Bonds and this Ordinance, or any supplemental ordinance, may be modified 1318
or amended in any respect with the consent of the City and the consent of the owners of all the 1319 2024 Bonds then outstanding. 1320
SECTION 23. Amendments Without Consent of Bondholders. The Council may, 1321 from time to time and at any time, and without notice to or consent of the owners of the 2024 1322
Bonds, adopt such ordinances supplemental hereto as shall not be inconsistent with the terms and 1323
provisions hereof (which supplemental ordinances shall thereafter form a part hereof): 1324
(a) To cure any ambiguity or formal defect or omission in this 1325 Ordinance or in any supplemental ordinance; 1326
(b) To grant to or confer upon the owners of the 2024 Bonds any 1327
additional rights, remedies, powers, authority or security that may lawfully be 1328
granted to or conferred upon the owners of the 2024 Bonds; 1329
(c) To procure a rating on the 2024 Bonds from a nationally recognized 1330 securities rating agency designated in such supplemental ordinance, if such 1331 supplemental ordinance will not adversely affect the owners of the 2024 Bonds; 1332
(d) To obtain or maintain bond insurance with respect to the 2024 1333
Bonds; 1334
(e) To provide for the refunding or advance refunding of the 2024 1335 Bonds; 1336
33 DMS 41746678.6
(f) To provide for the issuance of additional bonds or bond anticipation 1337
notes as provided in Section 19 hereof; or 1338
(g) To make any other change which, in the determination of the 1339 Council in its sole discretion, does not in any way adversely affect the rights of such 1340 owners of the 2024 Bonds. 1341
SECTION 1. Tax Matters. In order to preserve the exclusion of interest on the Tax-1342
Exempt Bonds from gross income for federal income tax purposes and as an inducement to 1343
purchasers of the Tax-Exempt Bonds, the City represents, covenants and agrees that: 1344
(a) No person or entity, other than the City or another state or local 1345 governmental unit, will use proceeds of the Tax-Exempt Bonds or property 1346 financed by the Tax-Exempt Bond proceeds other than as a member of the general 1347
public. No person or entity other than the City or another state or local 1348
governmental unit will own property financed by Tax-Exempt Bond proceeds or 1349 will have actual or beneficial use of such property pursuant to a lease, a 1350 management or incentive payment contract, an arrangement such as take-or-pay or 1351 output contract, or any other type of arrangement that differentiates that person's or 1352
entity's use of such property from the use by the public at large. 1353
(b) No portion of the principal of or interest on the Tax-Exempt Bonds 1354 is (under the terms of the Tax-Exempt Bonds, this Ordinance or any underlying 1355 arrangement), directly or indirectly, secured by an interest in property used or to be 1356 used for any private business use or payments in respect of any private business use 1357
or payments in respect of such property or to be derived from payments (whether 1358
or not to the City) in respect of such property or borrowed money used or to be used 1359 for a private business use. 1360
(c) No Tax-Exempt Bond proceeds will be loaned to any entity or 1361 person other than a state or local governmental unit. No Tax-Exempt Bond proceeds 1362
will be transferred, directly or indirectly, or deemed transferred to a non-1363
governmental person in any manner that would in substance constitute a loan of the 1364 Tax-Exempt Bond proceeds. 1365
(d) The City will not take any action or fail to take any action with 1366 respect to the Tax-Exempt Bonds that would result in the loss of the exclusion from 1367
gross income for federal income tax purposes of interest on the Tax-Exempt Bonds 1368
pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the 1369 “Code”), and the regulations thereunder as applicable to the Tax-Exempt Bonds, 1370 including, without limitation, the taking of such action as is necessary to rebate or 1371 cause to be rebated arbitrage profits on Tax-Exempt Bond proceeds or other monies 1372
treated as 2024 Bond proceeds to the federal government as provided in Section 1373
148 of the Code, and will set aside such monies, which may be paid from 1374 investment income on funds and accounts notwithstanding anything else to the 1375 contrary herein, in trust for such purposes. 1376
34 DMS 41746678.6
(e) The City will file an information report on Form 8038-G with the 1377
Internal Revenue Service as required by Section 149 of the Code. 1378
(f) The City will not make any investment or do any other act or thing 1379 during the period that any Tax-Exempt Bond is outstanding hereunder which would 1380 cause any Tax-Exempt Bond to be an “arbitrage bond” within the meaning of 1381 Section 148 of the Code and the regulations thereunder as applicable to the Tax-1382
Exempt Bonds. 1383
(g) It shall not be an event of default under this Ordinance if the interest 1384 on any Tax-Exempt Bonds is not excludable from gross income for federal tax 1385 purposes or otherwise pursuant to any provision of the Code which is not currently 1386 in effect and in existence on the date of issuance of the Tax-Exempt Bonds. These 1387
covenants are based solely on current law in effect and in existence on the date of 1388
delivery of the Tax-Exempt Bonds. 1389
SECTION 2. Notwithstanding any other provisions of this Ordinance, the foregoing 1390 covenants and authorizations (the “Tax Sections”) which are designed to preserve the exclusion of 1391 interest on the Tax-Exempt Bonds from gross income under federal law (the “Tax Exemption”) 1392
need not be complied with to the extent the City receives an opinion of nationally recognized bond 1393
counsel that compliance with such Tax Section is unnecessary to preserve the Tax Exemption. 1394
SECTION 3. Additional Authority. (a) The Executive or Fiscal Officer, and either of 1395 them, is hereby authorized and directed to do and perform all acts and execute in the name of the 1396 City all such instruments, documents, papers or certificates which are necessary, desirable or 1397
appropriate to carry out the transactions contemplated by this Ordinance in such forms as the 1398
Executive or Fiscal Officer executing the same shall deem proper, to be conclusively evidenced 1399 by the execution thereof. Any provision of this Ordinance authorizing the Executive or Fiscal 1400 Officer to act shall mean either of them, individually rather than collectively, is so authorized and 1401 any action taken and agreement or undertaking executed in the name of the City by them in further 1402
of the same shall be deemed a proper use of such authority and will be conclusively evidenced by 1403
their execution of any agreement or undertaking, or by their taking of any such authorized action. 1404
(b) In the event the Executive or Fiscal Officer with the advice of the municipal advisor 1405 to the City certifies to the City that it would be economically advantageous for the City to obtain 1406 a municipal bond insurance policy for any of the 2024 Bonds issued hereunder, the City hereby 1407
authorizes the purchase of such an insurance policy. The acquisition of a municipal bond insurance 1408
policy is hereby deemed economically advantageous in the event the difference between the 1409 present value cost of (a) the total debt service on the 2024 Bonds if issued without municipal bond 1410 insurance and (b) the total debt service on the 2024 Bonds if issued with municipal bond insurance, 1411 is greater than the cost of the premium on the municipal bond insurance policy. The City also 1412
authorizes the purchase of a debt service reserve surety bond based upon the advice of the City’s 1413
municipal advisor for the 2024 Bonds. If such an insurance policy or surety bond is purchased, the 1414 Executive or Fiscal Officer are hereby authorized to execute and deliver all agreements with the 1415 provider of the policy or surety bond, as the case may be, to the extent necessary to comply with 1416 the terms of such insurance policy, surety bond and the commitments to issue such policy or surety 1417
bond, as the case may be. 1418
35 DMS 41746678.6
SECTION 4. Non-Business Days. If the date of making any payment or the last date 1419
for performance of any act or the exercising of any right, as provided in this Ordinance, shall be a 1420
legal holiday or a day on which banking institutions in the City or the jurisdiction in which the 1421 Registrar or Paying Agent is located are typically closed, such payment may be made or act 1422 performed or right exercised on the next succeeding day not a legal holiday or a day on which such 1423 banking institutions are typically closed, with the same force and effect as if done on the nominal 1424
date provided in this Ordinance, and no interest shall accrue for the period after such nominal date. 1425
SECTION 5. No Conflict. The Council hereby finds and determines that the adoption 1426 of this Ordinance and the issuance of the 2024 Bonds is in compliance with the 2017 Ordinance, 1427 the 2019 Ordinance and the 2021 Ordinance and such ordinances shall remain in full force and 1428 effect. None of the provisions of this Ordinance shall be construed to adversely affect the rights of 1429
the owners of the 2017 Bonds or the 2021 Bonds. 1430
SECTION 6. Severabilitv. If any section, paragraph or provision of this Ordinance 1431 shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of 1432 such section, paragraph or provision shall not affect any of the remaining provisions of this 1433 Ordinance. 1434
SECTION 7. Headings. The headings or titles of the several sections shall be solely 1435
for convenience of reference and shall not affect the meaning, construction or effect of this 1436 Ordinance. 1437
SECTION 8. Interpretation. Unless the context or laws clearly require otherwise, 1438 references herein to statutes or other laws include the same as modified, supplemented or 1439
superseded from time to time. The headings or titles of the several sections shall be solely for 1440
convenience of reference and shall not affect the meaning, construction or effect of this Ordinance. 1441
SECTION 9. Estimates of Rates and Charges. The rates and charges of the utility 1442 are set forth in Ordinance D-2692-23 (the “Rate Ordinance”) adopted by the Council on December 1443 18, 2023, which Rate Ordinance is incorporated herein by reference. 1444
SECTION 10. Effectiveness. This Ordinance shall be in full force and effect from and 1445
after its passage and signing by the Executive. 1446
1447
36 DMS 41746678.6
PASSED by the Common Council of the City of Carmel, Indiana this ___ day of 1448
______________, 2024, by a vote of ______ ayes and ______ nays. 1449
COMMON COUNCIL FOR THE CITY OF CARMEL, INDIANA 1450 1451 1452 ___________________________________ 1453
Tony Green, President Adam Aasen, Vice-President 1454
1455 ___________________________________ ____________________________________ 1456 Rich Taylor Matt Snyder 1457 1458
___________________________________ ____________________________________ 1459
Jeff Worrell Teresa Ayers 1460 1461 ___________________________________ ___________________________________ 1462 Shannon Minnaar Ryan Locke 1463
1464
___________________________________ 1465 Anita Joshi 1466 1467 ATTEST: 1468
1469
__________________________________ 1470 Jacob Quinn, Clerk 1471 1472 Presented by me to the Mayor of the City of Carmel, Indiana this ____ day of 1473
_________________________ 2024, at _______ __.M. 1474
1475 ____________________________________ 1476 Jacob Quinn, Clerk 1477 1478
Approved by me, Mayor of the City of Carmel, Indiana, this _____ day of 1479
________________________ 2024, at _______ __.M. 1480 1481 ____________________________________ 1482 Sue Finkam, Mayor 1483
1484
ATTEST: 1485 ___________________________________ 1486 Jacob Quinn, Clerk 1487 1488
Prepared by: Richard C. Starkey 1489
Barnes & Thornburg LLP 1490 11 South Meridian Street 1491
Indianapolis, IN 46204 1492 Ordinance D-2709-24 1493
37 DMS 41746678.6
EXHIBIT A 1494
1495
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
1496
38 DMS 41746678.6
It being understood that the above Projects constitute the maximum amount to be spent, but such 1497
amount may decrease in the event it is determined to forgo some Projects due to non-availability 1498
of sufficient bond proceeds, or timing and relationships to other on-going projects of the City. In 1499 addition, some of the above-described Projects may be substituted for other projects that involve 1500 water infrastructure expansion and/or improvements. 1501
SPONSOR(S): Councilor(s) Aasen
This Resolution was prepared by Benjamin Legge, City Attorney, on April 9, 2024, at 1:30 p.m. No subsequent revision to this Resolution has been reviewed by Mr. Legge for legal sufficiency or otherwise.
RESOLUTION CC 04-15-24-01 1 2
RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA IN 3 SUPPORT OF THE UNION AND MONON SQUARE SOUTH PROJECT 4 5 Synopsis: This resolution encourages requesting Outside Funding Sources for the Union project 6 and commits to fully evaluate and consider issuance of City Funding Sources if the Outside Funding 7
Sources are successfully secured. 8
9 WHEREAS, the City of Carmel (“City”) has used public-private partnerships to become 10 nationally recognized for creating a walkable, thoughtfully-planned central core over the course of the 11 last few decades, which includes such redevelopment districts as the Arts and Design District, Midtown, 12
and City Center; and 13
14 WHEREAS, the City has made major investments into the central core to make it desirable for 15 residents to live and spend time, companies to locate, and tourists to visit at all times of the year; and 16 17
WHEREAS, the City recognizes and supports a future Great American Songbook Museum 18
along the Monon Boulevard, intended to be located at the northwest corner of the City Center Drive and 19 Monon Boulevard intersection, specifically noting its additional small conference space to complement 20 the Center for the Preforming Arts and the Hotel Carmichael, among others; and 21 22
WHEREAS, the Carmel Redevelopment Commission has been exploring the concept of the 23
"Union," an indoor civic space that includes a food hall and additional event space to serve as another 24 anchor to Carmel's central core, intended to be located at the northwest corner of the City Center Drive 25 and Monon Boulevard intersection; and 26 27
WHEREAS, the Union would be part of a larger Monon Square South project that includes the 28
Union and an office component on the southwest quadrant of Monon Square (Exhibit A) and a district 29 parking garage and a multifamily component on the southeast quadrant of Monon Square (collectively, 30 the "Monon Square South Project"); and 31 32
WHEREAS, the Union and Monon Square South Project would only be possible by utilizing a 33
number of funding sources apart from traditional construction lending, both (i) within the control of the 34 City of Carmel, such as lease revenue bonds with SBT or LIT backup (the "City Funding Sources"), 35 and (ii) by way of grants from outside agencies, specifically from (a) the Indiana Economic 36 Development Corporation's Regional Economic Acceleration and Development Initiative (READI 2.0) 37
and (b) Hamilton County Tourism's BEST Investment Fund (collectively, the "Outside Funding 38
Sources"); and 39 40 WHEREAS, the Common Council believes the Union and the Monon Square South project will 41 serve as a further economic development and tourism catalyst for the City's central core and desires to 42
do all it can to bring it to fruition, and agrees to fully evaluate and consider the City Funding Sources 43
for the Union and Monon Square South Project upon the Outside Funding Sources being successfully 44 secured. 45 46 47 48 Resolution CC 04-15-24-01 49 Page One of Two 50
SPONSOR(S): Councilor(s) Aasen
This Resolution was prepared by Benjamin Legge, City Attorney, on April 9, 2024, at 1:30 p.m. No subsequent revision to this Resolution has been reviewed by Mr. Legge for legal sufficiency or otherwise.
NOW THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY 51 OF CARMEL, INDIANA AS FOLLOWS: 52
53 Section 1. The foregoing Recitals are incorporated herein by this reference. 54 55 Section 2. The Common Council agrees to fully evaluate and consider the City Funding 56
Sources for the Union and Monon Square South Project upon the Outside Funding Sources being 57
successfully secured. 58
59
Section 3. This Resolution shall take effect immediately upon its passage by the Council and 60
approval of the Mayor. 61 62 SO RESOLVED, by the Common Council of the City of Carmel, Indiana, this day of 63 ____________, 2024, by a vote of _____ ayes and ____ nays. 64
65 COMMON COUNCIL FOR THE CITY OF CARMEL 66 67 68 Anthony Green, President Adam Aasen, Vice-President 69
70
71 Rich Taylor Matt Snyder 72 73 ______________________________ 74
Jeff Worrell Teresa Ayers 75 76 77 Shannon Minnaar Ryan Locke 78
79
______________________________ 80 Anita Joshi 81 82 ATTEST: 83 ______________________________ 84
Jacob Quinn, Clerk 85 86 Presented by me to the Mayor of the City of Carmel, Indiana this day of 87 ______________________ 2024, at _______ __.M. 88
89
Jacob Quinn, Clerk 90 91 Approved by me, Mayor of the City of Carmel, Indiana, this day of 92 ______________________ 2024, at _______ __.M. 93
94
Sue Finkam, Mayor 95 ATTEST: 96 97 Jacob Quinn, Clerk 98
99
Resolution CC 04-15-24-01 100 Page Two of Two101
SPONSOR(S): Councilor(s) Aasen
This Resolution was prepared by Benjamin Legge, City Attorney, on April 9, 2024, at 1:30 p.m. No subsequent revision to this Resolution has been reviewed by Mr. Legge for legal sufficiency or otherwise.
Exhibit A
LEGAL SERVICES AGREEMENT THIS AGREEMENT, made and entered into by and between the City Council of the
City of Carmel, Indiana, to be hereinafter known as “Council” and KROGER GARDIS &
REGAS, LLP, Indianapolis, Indiana to be known hereinafter as “Contractor” is to hereby set our terms and conditions as follows: ARTICLE ONE
Council hereby engages said Contractor for the purposes and under the conditions designated and set forth herein, and said Contractor agrees to perform such work in a timely manner.
ARTICLE TWO
The Contractor will advise and consult with the Council and its membership, acting by and through the President of the Council, on matters pertaining to the following:
1. The Contractor, in conjunction with the City of Carmel legal department, will draft
and/or review ordinances and resolutions pertaining to the City’s Uniform Development Ordinance; 2. The Contractor will be reasonably available to consult over the telephone or by
email or in person when requested by the Council President regarding matters related to the City’s
Uniform Development Ordinance; 3. Upon request from the Council President, the Contractor will attend Council meetings and meet with Council members at such other times as may be deemed reasonably
necessary by both parties;
4. Upon request from the Council President, the Contractor or his associate will make visits and arrange for conferences or committee meetings which are essential to the governing of the City Council;
5. The Contractor, through Ted W. Nolting, will represent the Council in any of the aforementioned matters when such representation is requested. ARTICLE THREE
It is understood that the period covered by the work outlined in Article Two, herein, will be accomplished during the calendar year of 2024 (the “Term”). ARTICLE FOUR
It is understood that Ted W. Nolting will be the person in charge of all work outlined in Article Two, herein, for the Contractor, and that upon request from the Council President, he or his associate will personally attend the meetings and conferences set forth above. The Contractor
shall take direction and act on behalf of the President of the City Council, as applicable. ARTICLE FIVE
For the accomplishment of the work set forth above, the Contractor shall be compensated
in the amount of $325.00 per hour to be paid upon receipt of a monthly statement and approval of said claim by the Council. The total compensation paid to Contractor for services hereunder shall not exceed $5,625 per month, or $45,000 during the Term, unless expressly approved by the Council.
ARTICLE SIX
It is understood and agreed that the Contractor shall commence work promptly upon execution of this Agreement.
ARTICLE SEVEN
As required by IC 5-22-16.5-13, the Contractor hereby certifies that the Contractor is not engaged in investment activities in Iran.
ARTICLE EIGHT
The Contractor hereby certifies that the Contractor has complied with the requirements of Ind. Code 22-5-1.7-3 regarding the E-Verify program, as shown by the attached affidavit.
In accordance with the terms so set forth, we do hereby set our hands and seal this day of
____, 2024. KROGER GARDIS & REGAS, LLP CITY COUNCIL CITY OF CARMEL, INDIANA
_________________________________ ___________________________________ Ted W. Nolting
___________________________________
___________________________________ ___________________________________
ATTEST:
___________________________________ _________________________________ Carmel City Clerk
INDIANA LEGAL EMPLOYMENT DECLARATION The State of Indiana has enacted a law (I.C. 22-5-1.7) requiring all state agencies and
political subdivisions request verification from their contractors that their employees are legally
eligible to work in the United States. This Declaration serves as notice that all Contractors doing business with the City of Carmel, Indiana, must, as a term of the contract: 1. Enroll in and verify the work eligibility status of newly hired employees of the
contractor through the E-Verify programs (but is not required to do this if the E-Verify program
no longer exits); and 2. Verify, by signature below, that the Contractor does not knowingly employ unauthorized aliens.
I, Ted Nolting, a duly authorized agent of KROGER GARDIS & REGAS, LLP, declare under penalties of perjury that KROGER GARDIS & REGAS, LLP does not employ unauthorized aliens to the best of it knowledge and belief.
KROGER GARDIS & REGAS, LLP
_________________________________ Ted Nolting
Subscribed and sworn to before me on this ___day of ___________, 2024. My Commission Expires: County of Residence:
___________________________________ Notary Public ___________________________________
Printed Name