Loading...
HomeMy WebLinkAboutD-2744-24 2024 General Obligation Bonds - Capital Lease Refinancing w ExhibitSponsor: Councilor Taylor ORDINANCE D-2744-24 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS FOR THE PURPOSE OF PROVIDING FUNDS TO REFINANCE CERTAIN CAPITAL EQUIPMENT LEASES AND INCIDENTAL EXPENSES IN CONNECTION THEREWITH AND ON ACCOUNT OF THE ISSUANCE AND SALE OF THE 2024 BONDS AND APPROPRIATING THE PROCEEDS DERIVED FROM THE SALE OF SUCH BONDS Synopsis: This ordinance authorizes the issuance of general obligation bonds of the City, to be payable from ad valorem property taxes, for the purpose of refinancing certain outstanding capital equipment leases in order to provide interest cost savings to the City and paying costs of issuance of such bonds WHEREAS, the City of Carmel, Indiana (the “City”) has previously entered into certain master lease agreements or lease-purchase agreements, more particularly described in Exhibit A hereto and made a part hereof (collectively, the “Prior Leases”) to provide financing to purchase certain capital equipment used, or to be used, by one or more departments of the City, which equipment is more particularly described in Exhibit A hereto (collectively, the “Equipment”); and WHEREAS, the Prior Leases are currently payable from the City’s General Fund or Ambulance Fund; and WHEREAS, due to favorable market conditions, the Common Council of the City (the “Council”) now desires to authorize the refinancing of all or a portion of the Prior Leases in order to (i) lower the interest costs associated with the Prior Leases and thereby provide a savings to the City’s General Fund and Ambulance Fund, respectively, and (ii) change the source of security to finance the cost of such Equipment (collectively, the “Refunding”); and WHEREAS, the Common Council (the “Council”) hereby finds that it would be of public utility and benefit and in the best interests of the City and its citizens to finance the costs of the Refunding through the issuance of general obligation bonds of the City; and WHEREAS, the Council deems it advisable to authorize the issuance, in one or more series, of general obligation refunding bonds of the City pursuant to Indiana Code 5-1-5 and Indiana Code 36-4-6-19, each as amended, designated as the “City of Carmel, Indiana, General Obligation Refunding Bonds, Series 2024” (with such different or additional series designation determined to be necessary or appropriate) (the “2024 Bonds”), in the original aggregate principal amount not to exceed Nine Million Dollars ($9,000,000), for the purpose of providing funds to be applied to pay the costs of the Refunding and the costs incurred in connection with the issuance and sale of the 2024 Bonds and all incidental expenses therewith, including the cost of any credit enhancement with respect thereto (if necessary); and WHEREAS, the original principal amount of the 2024 Bonds, together with the outstanding principal amount of previously issued bonds or other obligations which constitute a debt of the City, is no more than two percent (2%) of one-third (1/3) of the total net assessed Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 2 valuation of the City; and WHEREAS, the Council now finds that the Equipment subject to each of the Prior Leases is considered an independently desirable end in itself without reference to another capital project, and none of the Prior Leases has cost, or will cost, the City more than $6,350,000; and WHEREAS, the amount of proceeds of the 2024 Bonds allocated to pay costs of the Refunding and the costs of issuance of the 2024 Bonds, together with estimated investment earnings thereon, does not exceed the amount needed for such purpose, as estimated by the Council; and WHEREAS, the Council now finds that the existing budget and tax levy did not contemplate the costs of the Refunding or the issuance of the 2024 Bonds, and now desires to authorize the issuance of the 2024 Bonds to procure such funds for such purpose and that a need exists for the making of the additional appropriation hereinafter set out; and WHEREAS, notice of a hearing on said appropriation has been duly given by publication as required by law, and the hearing on said appropriation has been held, at which all taxpayers and other interested persons had an opportunity to appear and express their views as to such appropriation; and WHEREAS, the Council now finds that all conditions precedent to the adoption of an ordinance authorizing the issuance of the 2024 Bonds and an additional appropriation of the City have been complied with in accordance with the Act. NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA THAT: SECTION 1. Authorization for the 2024 Bonds. In order to provide financing for the Refunding and incidental expenses incurred in connection therewith and on account of the issuance of the 2024 Bonds, the City shall borrow money and issue the 2024 Bonds as herein authorized. SECTION 2. General Terms of Bonds. In order to procure said loan for such purposes, the CFO/Controller of the City (the “Controller”) is hereby authorized and directed to have prepared and to issue and sell negotiable general obligation bonds of the City, in one or more series, in an aggregate principal amount not to exceed Nine Million Dollars ($9,000,000) (the “Authorized Amount”), to be designated “City of Carmel, Indiana, General Obligation Refunding Bonds, Series 2024” (with an appropriate additional series designation, if needed) for the purpose of providing financing for the Refunding and incidental expenses, such expenses to include, without limitation, the costs of selling and issuing the 2024 Bonds. The 2024 Bonds shall be signed in the name of the City by the manual or facsimile signature of the Mayor of the City and attested by the manual or facsimile signature of the Controller of the City, who shall affix the seal of the City, if any, to each of the 2024 Bonds manually or shall have the seal imprinted or impressed thereon by facsimile or other means. In case any officer whose signature or facsimile signature appears on the 2024 Bonds shall cease to be such officer before the delivery of the 2024 Bonds, such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until delivery thereof. The 2024 Bonds shall also be authenticated by the manual signature of the Registrar (as hereafter defined). Subject to the provisions of this Ordinance regarding the registration of the 2024 Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 3 Bonds, the 2024 Bonds shall be fully negotiable instruments under the laws of the State of Indiana. The 2024 Bonds are, as to all the principal thereof and interest due thereon, general obligations of the City, payable from ad valorem property taxes on all taxable property within the City. The 2024 Bonds shall be issued in fully registered form in denominations of Five Thousand Dollars ($5,000) or any integral multiple thereof (or such different denominations as shall be acceptable to the Controller, upon the advice of bond counsel), shall be numbered consecutively from 2024R-1 upward, and shall be originally dated as of their date of issuance. The 2024 Bonds shall bear interest payable semiannually on January 15 and July 15 of each year (each, an “Interest Payment Date”), or such other dates as determined by the Controller prior to the sale of the 2024 Bonds, based on advice of the municipal advisor to the City, beginning no earlier than January 15, 2025, at a rate or rates not exceeding six percent (6.00%) per annum (the exact rate or rates to be determined by bidding or negotiation pursuant to Section 6 of this Ordinance). Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. The 2024 Bonds shall mature on the dates and shall be issued in the principal amounts, as applicable, as determined by the Controller and Mayor, provided that the original aggregate principal amount does not exceed the Authorized Amount, that the first maturity shall be no earlier than January 15, 2025, and that the final maturity shall be no later than January 15, 2034. All payments of interest on the 2024 Bonds shall be paid by check mailed one business day prior to the Interest Payment Date to the registered owners thereof as of the fifteenth (15th) day of the month preceding the month in which interest is payable at the addresses as they appear on the registration books kept by the Registrar (the “Registration Record”) or at such other address as is provided to the Paying Agent (as hereafter defined) in writing by such registered owner. Each registered owner of $100,000 or more in principal amount of 2024 Bonds shall be entitled to receive interest payments by wire transfer by providing written wire instructions to the Paying Agent before the record date for any payment. All principal payments on the 2024 Bonds shall be made upon surrender thereof at the principal office of the Paying Agent, in any coin or currency of the United States of America which on the date of such payment shall be legal tender for the payment of public and private debts, or in the case of a registered owner of $100,000 or more in principal amount of 2024 Bonds, by wire transfer on the due date upon written direction of such owner provided at least fifteen (15) days prior to the maturity date. Interest on 2024 Bonds shall be payable from the Interest Payment Date to which interest has been paid next preceding the authentication date thereof unless such 2024 Bonds are authenticated after the date which is fifteen (15) days immediately prior to such Interest Payment Date and on or before such Interest Payment Date in which case they shall bear interest from such Interest Payment Date, or unless authenticated on or before the date which is fifteen (15) days immediately prior to the first Interest Payment Date, in which case they shall bear interest from the original date, until the principal shall be fully paid. Each Bond shall be transferable or exchangeable only upon the Registration Record by the registered owner thereof in person, or by his attorney duly authorized in writing, upon surrender of such Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner or his attorney duly authorized in writing, and thereupon a new fully registered Bond or 2024 Bonds in the same aggregate principal Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 4 amount, and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or the registered owner, as the case may be, in exchange therefor. The costs of such transfer or exchange shall be borne by the City, except for any tax or governmental charge required to be paid in connection therewith, which shall be payable by the person requesting such transfer or exchange. The City, the Registrar and the Paying Agent may treat and consider the persons in whose names such 2024 Bonds are registered as the absolute owners thereof for all purposes including for the purpose of receiving payment of, or on account of, the principal thereof and interest due thereon. In the event any Bond is mutilated, lost, stolen or destroyed, the City may execute and the Registrar may authenticate a new bond of like date, maturity and denomination as that mutilated, lost, stolen or destroyed, which new bond shall be marked in a manner to distinguish it from the bond for which it was issued, provided that, in the case of any mutilated bond, such mutilated bond shall first be surrendered to the Registrar, and in the case of any lost, stolen or destroyed bond there shall be first furnished to the Registrar evidence of such loss, theft or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event any such bond shall have matured, instead of issuing a duplicate bond, the City and the Registrar may, upon receiving indemnity satisfactory to them, pay the same without surrender thereof. The City and the Registrar may charge the owner of such Bond with their reasonable fees and expenses in this connection. Any bond issued pursuant to this paragraph shall be deemed an original, substitute contractual obligation of the City, whether or not the lost, stolen or destroyed Bond shall be found at any time, and shall be entitled to all the benefits of this Ordinance, equally and proportionately with any and all other 2024 Bonds issued hereunder. SECTION 3. Terms of Redemption. The Controller, upon consultation with the City’s municipal advisor, may designate maturities of 2024 Bonds (or portion thereof in integral multiples of $5,000 principal amount each) that shall be subject to optional redemption and/or maturity sinking fund redemption, and the corresponding redemption dates, amounts and prices (including premium, if any). Except as otherwise set forth in this Ordinance, the Controller, upon consultation with the City’s municipal advisor, is hereby authorized and directed to determine the terms governing any such redemption. Notice of redemption shall be mailed by first-class mail or by registered or certified mail to the address of each registered owner of a Bond to be redeemed as shown on the Registration Record not more than forty-five (45) days and not less than thirty (30) days prior to the date fixed for redemption except to the extent such redemption notice is waived by owners of 2024 Bonds redeemed, provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any Bond shall not affect the validity of any proceedings for the redemption of any other 2024 Bonds. Any notice of redemption required under this section shall identify the 2024 Bonds to be redeemed including the complete name of the 2024 Bonds, the interest rate, the issue date, the maturity date, the respective CUSIP numbers (if any) and certificate numbers (and, in the case of a partial redemption, the respective principal amounts to be called) and shall state (i) the date fixed for redemption, (ii) the Redemption Price, (iii) that the 2024 Bonds called for redemption must be surrendered to collect the Redemption Price, (iv) the address of the principal corporate trust office of the registrar and paying agent at which the 2024 Bonds must be surrendered together with the name and telephone number of a person to contact from the office of the registrar and paying agent, (v) any condition precedent to such redemption, (vi) that on the date fixed for redemption, and upon the satisfaction of any condition precedent described in the notice, the Redemption Price will be due and payable upon each such 2024 Bond or portion thereof and that interest on the 2024 Bonds called for redemption ceases to Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 5 accrue on the date fixed for redemption, and (vii) that if such condition precedent is not satisfied, such notice of redemption is rescinded and of no force and effect, and the principal and premium, if any, shall continue to bear interest on and after the date fixed for redemption at the interest rate borne by the 2024 Bond. The place of redemption may be determined by the City. Interest on the 2024 Bonds so called for redemption shall cease on the redemption date fixed in such notice if sufficient funds are available at the place of redemption to pay the redemption price on the date so named, and thereafter, such 2024 Bonds shall no longer be protected by this Ordinance and shall not be deemed to be outstanding hereunder, and the holders thereof shall have the right only to receive the redemption price. All 2024 Bonds which have been redeemed shall be canceled and shall not be reissued; provided, however, that one or more new registered 2024 Bonds shall be issued for the unredeemed portion of any Bond without charge to the holder thereof. No later than the date fixed for redemption, funds shall be deposited with the Paying Agent or another paying agent to pay, and such agent is hereby authorized and directed to apply such funds to the payment of, the 2024 Bonds or portions thereof called for redemption, including accrued interest thereon to the redemption date. No payment shall be made upon any Bond or portion thereof called for redemption until such bond shall have been delivered for payment or cancellation or the Registrar shall have received the items required by this resolution with respect to any mutilated, lost, stolen or destroyed bond. SECTION 4. Appointment of Registrar and Paying Agent. The Controller is hereby authorized to serve as, or to appoint a qualified financial institution to serve as, registrar and paying agent for the 2024 Bonds (the “Registrar” or “Paying Agent”). The Registrar is hereby charged with the responsibility of authenticating the 2024 Bonds, and shall keep and maintain at its principal office or corporate trust office books for the registration and transfer of the 2024 Bonds. The Controller is hereby authorized to enter into such agreements or understandings with such institution as will enable the institution to perform the services required of the Registrar and Paying Agent. The Controller is authorized to pay such fees as the institution may charge for the services it provides as Registrar and Paying Agent. The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent by giving thirty (30) days written notice to the Controller and to each registered owner of the 2024 Bonds then outstanding, and such resignation will take effect at the end of such thirty (30) days or upon the earlier appointment of a successor Registrar and Paying Agent by the Controller. Such notice to the Controller may be served personally or be sent by first-class or registered mail. The Registrar and Paying Agent may be removed at any time as Registrar and Paying Agent by the Controller, in which event the Controller may appoint a successor Registrar and Paying Agent. The Controller shall notify each registered owner of the 2024 Bonds then outstanding of the removal of the Registrar and Paying Agent. Notices to registered owners of the 2024 Bonds shall be deemed to be given when mailed by first-class mail to the addresses of such registered owners as they appear on the Registration Record. Any predecessor Registrar and Paying Agent shall deliver all the 2024 Bonds, cash and investments in its possession and the Registration Record to the successor Registrar and Paying Agent. At all times, the same entity shall serve as Registrar and as Paying Agent. SECTION 5. Form of Bonds. (a) The form and tenor of the 2024 Bonds shall be substantially as follows, all blanks to be filled in properly and all necessary additions and deletions to be made prior to delivery thereof: Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 6 2024R- UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF HAMILTON CITY OF CARMEL, INDIANA GENERAL OBLIGATION REFUNDING BOND, SERIES 2024 Interest Rate Maturity Date Original Date Authentication Date [CUSIP] REGISTERED OWNER: PRINCIPAL SUM: ___________________________ DOLLARS ($______) The City of Carmel, in Hamilton County, Indiana (the “City”) for value received, hereby promises to pay to the Registered Owner set forth above, the Principal Sum set forth above on the Maturity Date set forth above, and to pay interest thereon until the Principal Sum shall be fully paid, at the Interest Rate per annum specified above from the Interest Payment Date (as defined herein) to which interest has been paid next preceding the Authentication Date of this bond unless this bond is authenticated after the date which is fifteen (15) days immediately preceding such Interest Payment Date and on or before such Interest Payment Date in which case it shall bear interest from such Interest Payment Date, or unless this bond is authenticated on or before [________ 15, 2025], in which case it shall bear interest from the Original Date, which interest is payable semiannually on January 15 and July 15 of each year (each, an “Interest Payment Date”), beginning on [_________ 15, 2025]. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. The principal of this bond is payable at __________________ (the “Registrar” or “Paying Agent”), in __________, Indiana. All payments of interest on this bond shall be paid by check mailed one business day prior to the Interest Payment Date to the registered owner hereof as of the first day of the month in which interest is payable at the address as it appears on the registration books kept by the Registrar or at such other address as is provided to the Paying Agent in writing by the Registered Owner. Each registered owner of $1,000,000 or more in principal amount of 2024 Bonds shall be entitled to receive interest payments by wire transfer by providing written wire instructions to the Paying Agent before the record date for any payment. All payments of principal of and premium, if any, on this bond shall be made upon surrender thereof at the principal [corporate trust] office of the Paying Agent in any coin or currency of the United States of America which on the dates of such payment shall be legal tender for the payment of public and private debts, or in the case of a Registered Owner of $1,000,000 or more in principal amount of 2024 Bonds, by wire transfer on the due date upon written direction of such owner provided at least fifteen (15) days prior to the maturity date. This bond is one of an authorized issue of negotiable general obligation bonds of the City, of like original date, tenor and effect, except as to denomination, numbering, interest rates, and dates of maturity, in the total amount of ____________ ($___________), numbered consecutively from 2024R-1 upward, issued for the purpose of financing the costs of refinancing certain capital equipment leases of the City as more particularly described in the Ordinance (as defined herein) and (b) the costs incurred in connection with the issuance and sale of the bonds and all incidental expenses therewith, as authorized by Ordinance D-2732-24 adopted by the Common Council on the __ day of __________, 2024 (the “Ordinance”), and in accordance with Indiana Code 5-1-5, et seq., Indiana Code § 36-4-6-19 and other applicable provisions of the Indiana Code, as amended (collectively, the “Act”). The owner of this bond, by the acceptance hereof, agrees to all the terms and provisions contained in the Ordinance and the Act. PURSUANT TO THE PROVISIONS OF THE ACT AND THE ORDINANCE, THE PRINCIPAL OF THIS BOND AND ALL OTHER 2024 BONDS OF SAID ISSUE AND THE INTEREST DUE THEREON ARE PAYABLE AS A GENERAL OBLIGATION OF THE CITY, FROM AN AD VALOREM PROPERTY TAX TO BE LEVIED ON ALL TAXABLE PROPERTY WITHIN THE CITY. [INSERT REDEMPTION TERMS] Notice of such redemption shall be mailed by first-class mail or by registered or certified mail not more than sixty (60) days and not less than thirty (30) days prior to the date fixed for redemption to the address of the registered owner of each bond to be redeemed as shown on the registration record of the City except to the Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 7 extent such redemption notice is waived by owners of the bond or bonds redeemed, provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any bond shall not affect the validity of any proceedings for the redemption of any other 2024 Bonds. Any notice of redemption required under this section shall identify the 2024 Bonds to be redeemed including the complete name of the 2024 Bonds, the interest rate, the issue date, the maturity date, the respective CUSIP numbers (if any) and certificate numbers (and, in the case of a partial redemption, the respective principal amounts to be called) and shall state (i) the date fixed for redemption, (ii) the Redemption Price, (iii) that the 2024 Bonds called for redemption must be surrendered to collect the Redemption Price, (iv) the address of the principal corporate trust office of the registrar and paying agent at which the 2024 Bonds must be surrendered together with the name and telephone number of a person to contact from the office of the registrar and paying agent, (v) any condition precedent to such redemption, (vi) that on the date fixed for redemption, and upon the satisfaction of any condition precedent described in the notice, the Redemption Price will be due and payable upon each such 2024 Bond or portion thereof and that interest on the 2024 Bonds called for redemption ceases to accrue on the date fixed for redemption, and (vii) that if such condition precedent is not satisfied, such notice of redemption is rescinded and of no force and effect, and the principal and premium, if any, shall continue to bear interest on and after the date fixed for redemption at the interest rate borne by the 2024 Bond. The place of redemption may be determined by the City. Interest on the 2024 Bonds so called for redemption shall cease on the redemption date fixed in such notice if sufficient funds are available at the place of redemption to pay the redemption price on the date so named, and thereafter, such 2024 Bonds shall no longer be protected by the Ordinance and shall not be deemed to be outstanding thereunder. This bond is subject to defeasance prior to payment as provided in the Ordinance. If this bond shall not be presented for payment on the date fixed therefor, the City may deposit in trust with the Paying Agent or another paying agent, an amount sufficient to pay such bond, and thereafter the Registered Owner shall look only to the funds so deposited in trust for payment and the City shall have no further obligation or liability in respect thereto. This bond is transferable or exchangeable only upon the books of the City kept for that purpose at the office of the Registrar by the Registered Owner in person, or by his attorney duly authorized in writing, upon surrender of this bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the Registered Owner or his attorney duly authorized in writing, and thereupon a new fully registered bond or 2024 Bonds in the same aggregate principal amount, and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or the Registered Owner, as the case may be, in exchange therefor. The City, any registrar and any paying agent for this bond may treat and consider the person in whose name this bond is registered as the absolute owner hereof for all purposes including for the purpose of receiving payment of, or on account of, the principal hereof and interest due hereon. The 2024 Bonds maturing in any one year are issuable only in fully registered form in the denomination of [$5,000 or any integral multiple thereof]. It is hereby certified and recited that all acts, conditions and things required to be done precedent to and in the execution, issuance and delivery of this bond have been done and performed in regular and due form as provided by law. This bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been executed by an authorized representative of the Registrar. IN WITNESS WHEREOF, the City of Carmel, Indiana, has caused this bond to be executed in its corporate name by the manual or facsimile signatures of its duly elected, qualified and acting Mayor, its corporate seal, if any, to be hereunto affixed, imprinted or impressed by any means and attested manually or by facsimile by the Controller of the City. CITY OF CARMEL, INDIANA By: Mayor (SEAL) Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 8 ATTEST: Controller CERTIFICATE OF AUTHENTICATION It is hereby certified that this bond is one of the 2024 Bonds described in the within-mentioned Ordinance duly authenticated by the Registrar. _____________________________, as Registrar By: Authorized Representative The following abbreviations, when used in the inscription on the face of this bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN. COM. as tenants in common TEN. ENT. as tenants by the entireties JT. TEN. as joint tenants with right of survivorship and not as tenants in common UNIF. TRANS. MIN. ACT Custodian (Cust.) (Minor) under Uniform Transfers to Minors Act of (State) Additional abbreviations may also be used, although not contained in the above list. FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto ________________________________________ (Please Print or Typewrite Name and Address) $__________________principal amount (must be a multiple of $5,000) of the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints _________________________, attorney to transfer the within bond on the books kept for the registration thereof with full power of substitution in the premises. 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. Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 9 (End of Form of Bonds) (b) The 2024 Bonds may, in compliance with all applicable laws, initially be issued and held in book-entry form on the books of the central depository system, The Depository Trust Company, its successors, or any successor central depository system appointed by the City from time to time (the “Clearing Agency”), without physical distribution of 2024 Bonds to the purchasers. The following provisions of this section apply in such event. One definitive Bond of each maturity shall be delivered to the Clearing Agency (or its agent) and held in its custody. The City and the Registrar and Paying Agent may, in connection therewith, do or perform or cause to be done or performed any acts or things not adverse to the rights of the holders of the 2024 Bonds as are necessary or appropriate to accomplish or recognize such book-entry form 2024 Bonds. During any time that the 2024 Bonds remain and are held in book-entry form on the books of a Clearing Agency, (1) any such Bond may be registered upon the books kept by the Registrar in the name of such Clearing Agency, or any nominee thereof, including Cede & Co., as nominee of The Depository Trust Company; (2) the Clearing Agency in whose name such Bond is so registered shall be, and the City and the Registrar and Paying Agent may deem and treat such Clearing Agency as, the absolute owner and holder of such Bond for all purposes of this Ordinance, including, without limitation, the receiving of payment of the principal of and interest on such Bond, the receiving of notice and giving of consent; (3) neither the City nor the Registrar or Paying Agent shall have any responsibility or obligation hereunder to any direct or indirect participant, within the meaning of Section 17A of the Securities Exchange Act of 1934, as amended, of such Clearing Agency, or any person on behalf of which, or otherwise in respect of which, any such participant holds any interest in any Bond, including, without limitation, any responsibility or obligation hereunder to maintain accurate records of any interest in any Bond or any responsibility or obligation hereunder with respect to the receiving of payment of principal of or interest or premium, if any, on any Bond, the receiving of notice or the giving of consent; and (4) the Clearing Agency is not required to present any Bond called for partial redemption prior to receiving payment so long as the Registrar and Paying Agent and the Clearing Agency have agreed to the method for noting such partial redemption. If either the City receives notice from the Clearing Agency which is currently the registered owner of the 2024 Bonds to the effect that such Clearing Agency is unable or unwilling to discharge its responsibility as a Clearing Agency for the 2024 Bonds, or the City elects to discontinue its use of such Clearing Agency as a Clearing Agency for the 2024 Bonds, then the City and Registrar and Paying Agent each shall do or perform or cause to be done or performed all acts or things, not adverse to the rights of the holders of the 2024 Bonds, as are necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the 2024 Bonds and to transfer the ownership of each of the 2024 Bonds to such person or persons, including any other Clearing Agency, as the holders of the 2024 Bonds may direct in accordance with this Ordinance. Any expenses of such discontinuance and transfer, including expenses of printing new certificates to evidence the 2024 Bonds, shall be paid by the City. During any time that the 2024 Bonds are held in book-entry form on the books of a Clearing Agency, the Registrar shall be entitled to request and rely upon a certificate or other written representation from the Clearing Agency or any participant or indirect participant with respect to the identity of any beneficial owner of 2024 Bonds as of a record date selected by the Registrar. For purposes of determining whether the consent, advice, direction or demand of a registered owner of a Bond has been obtained, the Registrar shall be entitled to treat the Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 10 beneficial owners of the 2024 Bonds as the bondholders and any consent, request, direction, approval, objection or other instrument of such beneficial owner may be obtained in the fashion described in this Ordinance. During any time that the 2024 Bonds are held in book-entry form on the books of a Clearing Agency, the Mayor, the Controller and/or the Registrar are authorized to execute and deliver a Letter of Representations agreement with the Clearing Agency, or a Blanket Issuer Letter of Representations, and the provisions of any such Letter of Representations or any successor agreement shall control on the matters set forth therein. The Registrar, by accepting the duties of Registrar under this Ordinance, agrees that it will (i) undertake the duties of agent required thereby and that those duties to be undertaken by either the agent or the issuer shall be the responsibility of the Registrar, and (ii) comply with all requirements of the Clearing Agency, including without limitation same day funds settlement payment procedures. Further, during any time that the 2024 Bonds are held in book-entry form, the provisions of Section 5 of this Ordinance shall control over conflicting provisions in any other section of this Ordinance. SECTION 6. Sale of Bonds. (a) The 2024 Bonds shall be sold through either a public sale in accordance with Ind. Code 5-1-11, or a negotiated sale in accordance with Ind. Code 5-1-11-1(a)(2), as determined by the Controller. (b) If the Controller determines to sell the 2024 Bonds at a public sale in accordance with Ind. Code 5-1-11, the Controller shall cause to be published a notice of sale once each week for two consecutive weeks per Indiana Code § 5-3-1-2. The date fixed for the sale shall not be earlier than fifteen (15) days after the first of such publications and not earlier than three (3) days after the second of such publications. Said bond sale notice shall state the time and place of sale, the purpose for which the 2024 Bonds are being issued, the total amount thereof, the amount and date of each maturity, the maximum rate or rates of interest thereon, their denominations, the time and place of payment, that specifications and information concerning the 2024 Bonds are on file in the office of the Controller and are available on request, the terms and conditions upon which bids will be received and the sale made and such other information as is required by law or as the Controller shall deem necessary, including any terms and conditions of sale which provide an exclusion or exemption from the applicability of all or a portion of the provisions of Rule 15c2-12 of the U.S. Securities and Exchange Commission as amended (the “SEC Rule”), in which case the Controller may set the minimum authorized denomination of the 2024 Bonds at One Hundred Thousand Dollars ($100,000) as contemplated by the SEC Rule. As an alternative to the publication of a notice of sale, the Controller may sell the 2024 Bonds through the publication of a notice of intent to sell the 2024 Bonds and compliance with related procedures pursuant to Indiana Code § 5-1-11-2(b). All bids for the 2024 Bonds shall be sealed and shall be presented to the Controller in accordance with the terms set forth in the bond sale notice. Bidders for the 2024 Bonds shall be required to name the rate or rates of interest which the 2024 Bonds are to bear, which shall be the same for all 2024 Bonds maturing on the same date and the interest rate bid on any maturity of 2024 Bonds must be no less than the interest rate bid on any and all prior maturities, not exceeding six percent (6.00%) per annum, and such interest rate or rates shall be in multiples of one-eighth or one-hundredth of one per cent. The Controller shall award the 2024 Bonds to the bidder who offers the lowest interest cost, to be determined by computing the total interest on all the 2024 Bonds to their maturities and deducting therefrom the premium bid, if any, or adding thereto the amount of the discount, if any. No bid for less than ninety-nine percent (99.00%) of Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 11 the par value of the 2024 Bonds (or such higher percentage as the Controller shall determine, with the advice of the City’s financial advisor, prior to the sale of the 2024 Bonds) and accrued interest, if any, shall be considered. The Controller may require that all bids shall be accompanied by certified or cashier’s checks or wire transfers payable to the order of the City of Bloomington, Indiana, or a surety bond, in an amount not to exceed one percent of the aggregate principal amount of the 2024 Bonds as a guaranty of the performance of said bid, should it be accepted. In the event no satisfactory bids are received on the day named in the sale notice, the sale may be continued from day to day thereafter for a period of thirty (30) days without re- advertisement; provided, however, that if said sale be continued, no bid shall be accepted which offers an interest cost which is equal to or higher than the best bid received at the time fixed for sale in the bond sale notice. The Controller shall have full right to reject any and all bids. (c) Alternatively, if the Controller determines to sell the 2024 Bonds through a negotiated sale, the Controller may negotiate the sale of said Bonds through private negotiation as either an underwriting or private placement, to a purchaser or purchasers selected by the Controller (the “Purchaser”) at an interest rate or rates not exceeding six percent (6.00%) per annum. The Mayor is hereby authorized and directed to execute and deliver and the Controller is hereby authorized to attest a bond purchase agreement with the Purchaser (the “Bond Purchase Agreement”), to be prepared in a form satisfactory to the Mayor and Controller and consistent with the terms of this Ordinance, with the advice of the municipal advisor to the City and Barnes & Thornburg LLP, as bond counsel. The Bond Purchase Agreement will be required to name the rate or rates of interest which the 2024 Bonds are to bear, not exceeding the maximum rate hereinbefore fixed, and such interest rate or rates shall be in multiples of 1/8, 1/20 or 1/100 of one percent. The purchase price of the 2024 Bonds shall not be less than ninety-nine percent (99.00%) of the par value of the 2024 Bonds (d) After the 2024 Bonds have been properly sold and executed, the Controller shall receive payment for the 2024 Bonds from the purchasers and shall provide for delivery of the 2024 Bonds to the Purchaser. (e) The Controller is hereby authorized and directed to have the 2024 Bonds prepared, and the Mayor and the Controller are hereby authorized and directed to execute the 2024 Bonds in substantially the form and the manner herein provided. The Controller is hereby authorized and directed to deliver the 2024 Bonds to the Purchaser, at which time, the Controller shall be authorized to receive from the Purchaser the purchase price and take the Purchaser’s receipt for the 2024 Bonds. (f) The Controller is hereby authorized and directed to obtain legal opinion as to the validity of the 2024 Bonds from Barnes & Thornburg LLP, and to furnish such opinion to the Purchaser of the 2024 Bonds or to cause a copy of said legal opinion to be printed on each Bond. The cost of such opinion shall be paid out of the proceeds of the 2024 Bonds. (g) The Controller shall report the proceedings related to the sale of the 2024 Bonds to the Council. (h) The Controller is hereby authorized to appoint a financial institution to serve as escrow agent (the “Escrow Agent”) for the Prior Leases in accordance with the terms of an Escrow Agreement between the City and the Escrow Agent (the “Escrow Agreement”). The final form of the Escrow Agreement shall be approved by the Mayor and Controller, upon the advice of the City’s bond counsel and Municipal Advisor, and the Mayor and the Controller are hereby Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 12 authorized and directed to complete, execute and attest the same on behalf of the City so long as its provisions are consistent with this Ordinance and the Bond Purchase Agreement. SECTION 7. Use of Bond Proceeds. Proceeds of the 2024 Bonds shall be applied as follows and in the following order of priority. (a) First, concurrently with the delivery of the 2024 Bonds, the Controller may purchase (subject to the terms of the Prior Leases), with the proceeds of the 2024 Bonds and cash on hand, direct obligations of, or obligations the principal and interest on which are unconditionally guaranteed by, the United States of America (the “Government Obligations”), to be used, together with certain cash from the proceeds of the 2024 Bonds and cash on hand, if any, as set forth in the Escrow Agreement, to refund and legally defease the Prior Leases all as set forth in the Escrow Agreement. In order to refund the Prior Leases, the Controller shall deposit the Government Obligations and certain cash, if any, with the Escrow Agent under the Escrow Agreement in an amount sufficient to provide moneys for the payment of all outstanding amounts dues, plus the redemption premium (if any), with respect to the Prior Leases until the earliest date upon which the Prior Leases may be prepaid. As an alternative to purchasing Government Obligations, the Controller may, with the advice of the Municipal Advisor, deposit a gross amount of proceeds of the 2024 Bonds and cash on hand with the Escrow Agent in an amount sufficient to currently refund, legally defease and prepay the Prior Leases. If required for the legal defeasance of the Prior Leases, the Controller shall obtain a verification of an accountant as to the sufficiency of the Government Obligations (if any) and funds deposited in the irrevocable escrow account created under the Escrow Agreement (the “Escrow Account”) to accomplish said refunding and legal defeasance of the Prior Leases. (b) Second, the remaining proceeds of the 2024 Bonds shall be applied by the Controller to the cost of issuance of the 2024 Bonds not otherwise paid. When all the costs of issuance of the 2024 Bonds have been paid, the Controller shall be used to pay debt service on the 2024 Bonds or otherwise used as permitted by law. SECTION 8. Defeasance. If, when the 2024 Bonds or any portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the 2024 Bonds or any portion thereof for redemption have been given, and the whole amount of the principal and the interest so due and payable upon such 2024 Bonds or any portion thereof then outstanding shall be paid, or (i) cash, or (ii) direct non-callable obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, the principal of and the interest on which when due without reinvestment will provide sufficient money, or (iii) any combination of the foregoing, shall be held irrevocably in trust for such purpose, and provision shall also be made for paying all fees and expenses for the payment, then and in that case the 2024 Bonds or such designated portion thereof shall no longer be deemed outstanding or secured by this Ordinance. SECTION 9. Tax Covenants. In order to preserve the exclusion of interest from gross income for federal income tax purposes on the 2024 Bonds, and as an inducement to purchasers of the 2024 Bonds, the City represents, covenants and agrees that: (a) The City will not take any action or fail to take any action with respect to the 2024 Bonds that would result in the loss of the exclusion from gross income for federal income tax purposes of interest on the 2024 Bonds pursuant to Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 13 Section 103 of the Internal Revenue Code of 1986 as in effect on the date of issuance of the 2024 Bonds (the “Code”), including, without limitation, the taking of such action as is necessary to rebate or cause to be rebated arbitrage profits on Bond proceeds or other monies treated as Bond proceeds to the federal government as provided in Section 148 of the Code, and will set aside such monies, which may be paid from investment income on funds and accounts notwithstanding anything else to the contrary herein, in trust for such purposes. (b) The City will file an information report Form 8038-G with the Internal Revenue Service as required by Section 149 of the Code. (c) The City will not make any investment or do any other act or thing during the period that any Bond is outstanding hereunder which would cause any Bond to be an “arbitrage bond” within the meaning of Section 148 of the Code and the regulations applicable thereto as in effect on the date of delivery of the 2024 Bonds. Notwithstanding any other provisions of this Ordinance, the foregoing covenants and authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on the 2024 Bonds from gross income under federal income tax law (the “Tax Exemption”) need not be complied with to the extent the City receives an opinion of nationally recognized bond counsel that compliance with such Tax Section is unnecessary to preserve the Tax Exemption. SECTION 10. Amendments. Subject to the terms and provisions contained in this section, and not otherwise, the owners of not less than sixty-six and two-thirds percent (66-2/3%) in aggregate principal amount of the 2024 Bonds then outstanding shall have the right, from time to time, to consent to and approve the adoption by the City of such ordinance or ordinances supplemental hereto as shall be deemed necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or rescinding in any particular any of the terms or provisions contained in this Ordinance, or in any supplemental ordinance; provided, however, that nothing herein contained shall permit or be construed as permitting: (a) An extension of the maturity of the principal of or interest on any Bond, without the consent of the holder of each Bond so affected; or (b) A reduction in the principal amount of any Bond or the rate of interest thereon, or a change in the monetary medium in which such amounts are payable, without the consent of the holder of each Bond so affected; or (c) A preference or priority of any Bond over any other Bond, without the consent of the holders of all 2024 Bonds then outstanding; or (d) A reduction in the aggregate principal amount of the 2024 Bonds required for consent to such supplemental ordinance, without the consent of the holders of all 2024 Bonds then outstanding. If the City shall desire to obtain any such consent, it shall cause the Registrar to mail a notice, postage prepaid, to the addresses appearing on the registration books held by the Registrar. Such notice shall briefly set forth the nature of the proposed supplemental ordinance and shall state that a copy thereof is on file at the office of the Registrar for inspection by all owners of the 2024 Bonds. The Registrar shall not, however, be subject to any liability to any Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 14 owners of the 2024 Bonds by reason of its failure to mail such notice, and any such failure shall not affect the validity of such supplemental ordinance when consented to and approved as herein provided. Whenever at any time within one year after the date of the mailing of such notice, the City shall receive any instrument or instruments purporting to be executed by the owners of the 2024 Bonds of not less than sixty-six and two-thirds per cent (66-2/3%) in aggregate principal amount of the 2024 Bonds then outstanding, which instrument or instruments shall refer to the proposed supplemental ordinance described in such notice, and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice as on file with the Registrar, thereupon, but not otherwise, the City may adopt such supplemental ordinance in substantially such form, without liability or responsibility to any owners of the 2024 Bonds, whether or not such owners shall have consented thereto. No owner of any Bond shall have any right to object to the adoption of such supplemental ordinance or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the City or its officers from adopting the same, or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental ordinance pursuant to the provisions of this section, this Ordinance shall be, and shall be deemed, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Ordinance of the City and all owners of 2024 Bonds then outstanding, shall thereafter be determined exercised and enforced in accordance with this Ordinance, subject in all respects to such modifications and amendments. Notwithstanding anything contained in the foregoing provisions of this Ordinance, the rights and obligations of the City and of the owners of the 2024 Bonds, and the terms and provisions of the 2024 Bonds and this Ordinance, or any supplemental ordinance, may be modified or altered in any respect with the consent of the City and the consent of the owners of all the 2024 Bonds then outstanding. Without notice to or consent of the owners of the 2024 Bonds, the City may, from time to time and at any time, adopt such ordinances supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental ordinances shall thereafter form a part hereof), (a) To cure any ambiguity or formal defect or omission in this Ordinance or in any supplemental ordinance; or (b) To grant to or confer upon the owners of the 2024 Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the 2024 Bonds or to make any change which, in the judgment of the Council, is not to the prejudice of the owners of the 2024 Bonds; or (c) To modify, amend or supplement this Ordinance to permit the qualification of the 2024 Bonds for sale under the securities laws of the United States of America or of any of the states of the United States of America, to obtain or maintain bond insurance with respect to payments of principal of and interest on the 2024 Bonds to procure a rating on the 2024 Bonds from a nationally recognized securities rating agency designated in such supplemental Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 15 ordinance, if such supplemental ordinance will not adversely affect the owners of the 2024 Bonds; or (d) To provide for the refunding or advance refunding of the 2024 Bonds; or (e) To make any other change which, in the determination of the Council in its sole discretion, is not to the prejudice of the owners of the 2024 Bonds. SECTION 11. Approval of Official Statement. If the Controller of the City, with the advice of the City’s municipal advisor, determines that the preparation of an official statement is necessary or is in the best interest of the City, then the 2024 Bonds may be offered and sold pursuant to an Official Statement (preliminary and final) or other offering document with respect to such 2024 Bonds (collectively, the “Official Statement”), to be made available and distributed in such manner, at such times, for such periods and in such number of copies as may be required pursuant to the SEC Rule to the extent applicable to the Refunding Bonds. The City hereby authorizes the Mayor or Controller (a) to authorize and approve a Preliminary Official Statement, as the same may be appropriately confirmed, modified and amended for distribution as the Preliminary Official Statement of the City with respect to the 2024 Bonds, (b) on behalf of the City, to designate the Preliminary Official Statement a “final” Official Statement of the City with respect to the 2024 Bonds, and (c) to authorize and approve the Preliminary Official Statement to be placed into final form and enter into such agreements or arrangements as may be necessary or advisable in order to provide for the distribution of a sufficient number of copies of the Official Statement under the SEC Rule. SECTION 12. Continuing Disclosure Contract. If required under the SEC Rule, the Council hereby approves, and authorizes and directs the Mayor and the Controller, for and on behalf of the City, to execute and deliver, and to perform the obligations of the City under, a Continuing Disclosure Contract from the City to each registered owner or holder of any 2024 Bond (the “Continuing Disclosure Contract”). The Mayor and the Controller are authorized to approve the form of the Continuing Disclosure Contract, upon the advice of the City’s bond counsel, with such determination to be conclusively evidenced by such Mayor’s and such Controller’s execution thereof. SECTION 13. Additional Appropriation. There is hereby appropriated the sum of Nine Million Dollars ($9,000,000), out of the proceeds of the 2024 Bonds, together with all investment earnings thereon, for the purpose of providing funds to pay the costs of the Refunding, including related costs and the costs of issuing the 2024 Bonds, as provided in this Ordinance. Such appropriation shall be in addition to all appropriations provided for in the existing budget and shall continue in effect until the completion of the described purposes. SECTION 14. Other Action. The appropriate officers are hereby authorized to take all such actions and execute all such instruments as are necessary or desirable to effectuate this ordinance, and any such agreement, certificate or other instrument heretofore executed and delivered and any such other action heretofore taken are hereby ratified and approved. These actions include obtaining a rating, bond insurance or any other form of credit enhancement for the 2024 Bonds if economically feasible and desirable and with the favorable recommendation of the municipal advisors to the City, and filing a report of an additional appropriation with the Indiana Department of Local Government Finance. In addition, the appropriate officers of the City are hereby authorized and directed to take any other action deemed necessary or advisable Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 16 in order to effectuate the Refunding, the issuance of the 2024 Bonds, or any other purposes of this Ordinance. Pursuant to Indiana Code 5-1-14-18, in connection with the issuance of the Refunding Bonds, the execution of the Refunding Bonds and any other contract, certificate or other document executed and delivered by or on behalf of the City in connection with the issuance of the Refunding Bonds, is authorized to be executed and delivered using electronic signatures (as defined in Indiana Code 26-2-8-102(10), as amended), rather than manual signatures, and any such Refunding Bonds or any other contract, certificate or other document executed and delivered by or on behalf of the City in connection with the issuance of the Refunding Bonds using electronic signatures shall be considered fully legal and valid for all purposes and with the same force and effect as if the execution were performed with manual signatures SECTION 15. Construction with Other Ordinances. All ordinances, resolutions, and orders or parts thereof in conflict with the provisions of this Ordinance are to the extent of such conflict hereby repealed. After the issuance of the 2024 Bonds and so long as any of the 2024 Bonds or interest thereon remains unpaid, except as expressly provided herein, this Ordinance shall not be repealed or amended in any respect which will adversely affect the rights of the holders of the 2024 Bonds, nor shall the City adopt any law, ordinance or resolution which in any way adversely affects the rights of such holders. SECTION 16. Severability; Interpretation. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. Unless the context or laws clearly require otherwise, references herein to statutes or other laws include the same as modified, supplemented or superseded from time to time. SECTION 17. Holidays, Etc. If the date of making any payment or the last date for performance of any act or the exercising of any right, as provided in this Ordinance, shall be a legal holiday or a day on which banking institutions in the City or the city in which the Registrar or Paying Agent is located are typically closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are typically closed, with the same force and effect as if done on the nominal date provided in this Ordinance, and no interest shall accrue for the period after such nominal date. SECTION 18. Effectiveness. This Ordinance shall be in full force and effect from and after its adoption and the procedures required by law. Upon payment in full of the principal and interest respecting the 2024 Bonds authorized hereby or upon deposit of an amount sufficient to pay when due such amounts in accord with the defeasance provisions herein, all pledges, covenants and other rights granted by this ordinance shall cease. Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 17 PASSED by the Common Council of the City of Carmel, Indiana, this ______ day of ________________, 2024, by a vote of ______ ayes and _____ nays. COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA Anthony Green, President Adam Aasen Rich Taylor Matthew Snyder Jeff Worrell Teresa Ayers Shannon Minnaar Ryan Locke Anita Joshi ATTEST: Jacob Quinn, Clerk Presented by me to the Mayor of the City of Carmel, Indiana, this ____ day of ______________, 2024, at _____ __.M. Jacob Quinn, Clerk Approved by me, Mayor of the City of Carmel, Indiana, this ______ day of _______________, 2024, at _____ ___.M. Sue Finkam, Mayor ATTEST: Jacob Quinn, Clerk Prepared by: Bradley Bingham, Esq. Barnes & Thornburg LLP 11 South Meridian Street Indianapolis, IN 46204 Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 11:30 0 Not Present October A11:15 30th 30th A October Not Present 7 30th October A-1 EXHIBIT A DESCRIPTION OF PRIOR LEASES AND EQUIPMENT [attached] Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2 Exhibit A Lease Name Leased Equipment Description Final Maturity Outstanding Principal Balance Rate City Department Remaining Proceeds to be Drawn Annual Payment 2022 FT Schedule 1, Information Systems 2021 Chevy Silverado, Snowplow & HPE Aruba Switch 01/15/27 $63,979.51 3.50%ICS $0.00 $26,950.92 2022 FT Schedule 3, Police Police Vehicles (16) and Various Police Equipment 07/15/27 $490,809.58 3.65%Police $0.00 $174,210.82 2022 FT Schedule 5, Information Systems Security Cameras and Servers 01/15/28 $75,737.69 3.71%Information $0.00 $23,274.48 2023 FT Schedule 11, Police Police Vehicles (29)07/15/28 $1,109,413.48 5.13%Police $0.00 $310,312.16 2023 FT Schedule 13, Information Systems Genetec Security Surveillance Upgrade 07/15/28 $638,779.97 4.67%Information $0.00 $176,926.54 2023 FT Schedule 14, Brookshire Golf Lawn Equipment 07/15/28 $223,692.35 4.96%Brookshire $1,285.98 $62,342.36 2023 FT Schedule 17, Police Police Vehicle Equipment 07/15/28 $249,239.47 4.80%Police $0.00 $69,225.42 2023 FT Schedule 19, Information Systems Phones and Support 07/15/26 $107,003.00 5.40%Information $0.00 $57,160.94 2023 FT Schedule 20, City Council AV Equipment 07/15/28 $187,607.42 6.93%Information $17,488.37 $54,505.30 2023 FT Schedule 23 Brookshire Golf Golf Carts (68)01/15/31 $339,978.44 6.76%Brookshire $0.00 $65,499.76 2023 FT Schedule 25, Administration 2023 Chevy Silverado Truck 01/15/29 $50,997.38 6.83%Administration $0.00 $13,354.32 2023 FT Schedule 27, Administration Weapons Detection System for The Center of Performing Arts 01/15/29 $135,324.03 6.85%Administration $0.00 $35,452.72 2023 FT Schedule 28, Fire Turn Out Gear 01/15/29 $636,539.67 6.25%Fire $269,575.25 $164,460.98 2024 FT Schedule 30, Fire SCBA Airpacs 01/15/29 $1,304,934.59 6.03%Fire $0.00 $335,430.04 2024 FT Schedule 31, ICS Fiber Infrastructure at Clay Township Building 07/15/29 $299,246.51 6.31%ICS $0.00 $70,717.76 2024 FT Schedule 33, ICS Computer Equipment for ICS Office 07/15/29 $69,790.02 6.61%ICS $0.00 $16,618.74 2024 FT Schedule 34, ICS Genetec Servers and Aruba Switches 07/15/29 $650,475.66 6.64%ICS $83,360.00 $155,012.22 2024 FT Schedule 35, ICS Computer Equipment and Security Cameras 07/15/29 $76,571.81 6.62%ICS $26,940.81 $18,238.28 2024 FT Schedule 36, Police Police Vehicles with Equipment (22)07/15/29 $1,116,640.22 6.44%Police $85,488.87 $264,756.50 2024 FT Schedule 37, DOCS Ford F600 Box Truck, Tables (4), and Chairs (22)07/15/29 $152,419.11 6.87%DOCS $101,837.00 $36,534.18 2024 FT Schedule 38, ICS Computer and Video Equipment 07/15/29 $99,224.37 6.66%ICS $11,970.66 $23,657.74 2024 FT Schedule 40, ICS Audio Visual System for City Hall and CPD 01/15/30 $534,741.00 5.60%ICS $434,639.58 $124,099.50 Total Leases to be Refinanced 8,613,145.28$ $1,032,586.52 2,278,741.68$ Docusign Envelope ID: CF319C06-145C-481A-A31B-281E1DCF11B2