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HomeMy WebLinkAbout10.30.24 CC Special Meeting Paperless Packet1 City of Carmel CARMEL COMMON COUNCIL SPECIAL MEETING AGENDA WEDNESDAY, OCTOBER 30, 2024 – 8:00 A.M. COUNCIL CHAMBERS/CITY HALL/ONE CIVIC SQUARE MEETING CALLED TO ORDER 1.CLAIMS 1. Payroll $3,731,104.11 2.General Claims $3,486,750.45 2.PUBLIC HEARINGS a. Third Reading of 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; Sponsor: Councilor Taylor. Held over for public hearing. Synopsis: This ordinance authorizes the issuance of general obligation bonds to 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. 3.ADJOURNMENT Sponsor: Councilor Taylor ORDINANCE D-2744-24 1 2 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF 3 CARMEL, INDIANA, AUTHORIZING THE ISSUANCE OF GENERAL 4 OBLIGATION BONDS FOR THE PURPOSE OF PROVIDING FUNDS TO 5 REFINANCE CERTAIN CAPITAL EQUIPMENT LEASES AND 6 INCIDENTAL EXPENSES IN CONNECTION THEREWITH AND 7 ON ACCOUNT OF THE ISSUANCE AND SALE OF THE 2024 BONDS 8 AND APPROPRIATING THE PROCEEDS DERIVED FROM THE SALE 9 OF SUCH BONDS 10 Synopsis: 11 This ordinance authorizes the issuance of general obligation bonds of the City, to be payable 12 from ad valorem property taxes, for the purpose of refinancing certain outstanding capital 13 equipment leases in order to provide interest cost savings to the City and paying costs of 14 issuance of such bonds 15 WHEREAS, the City of Carmel, Indiana (the “City”) has previously entered into certain 16 master lease agreements or lease-purchase agreements, more particularly described in Exhibit A 17 hereto and made a part hereof (collectively, the “Prior Leases”) to provide financing to purchase 18 certain capital equipment used, or to be used, by one or more departments of the City, which 19 equipment is more particularly described in Exhibit A hereto (collectively, the “Equipment”); 20 and 21 WHEREAS, the Prior Leases are currently payable from the City’s General Fund or 22 Ambulance Fund; and 23 WHEREAS, due to favorable market conditions, the Common Council of the City (the 24 “Council”) now desires to authorize the refinancing of all or a portion of the Prior Leases in 25 order to (i) lower the interest costs associated with the Prior Leases and thereby provide a 26 savings to the City’s General Fund and Ambulance Fund, respectively, and (ii) change the source 27 of security to finance the cost of such Equipment (collectively, the “Refunding”); and 28 WHEREAS, the Common Council (the “Council”) hereby finds that it would be of 29 public utility and benefit and in the best interests of the City and its citizens to finance the costs 30 of the Refunding through the issuance of general obligation bonds of the City; and 31 WHEREAS, the Council deems it advisable to authorize the issuance, in one or more 32 series, of general obligation refunding bonds of the City pursuant to Indiana Code 5-1-5 and 33 Indiana Code 36-4-6-19, each as amended, designated as the “City of Carmel, Indiana, General 34 Obligation Refunding Bonds, Series 2024” (with such different or additional series designation 35 determined to be necessary or appropriate) (the “2024 Bonds”), in the original aggregate 36 principal amount not to exceed Nine Million Dollars ($9,000,000), for the purpose of providing 37 funds to be applied to pay the costs of the Refunding and the costs incurred in connection with 38 the issuance and sale of the 2024 Bonds and all incidental expenses therewith, including the cost 39 of any credit enhancement with respect thereto (if necessary); and 40 WHEREAS, the original principal amount of the 2024 Bonds, together with the 41 outstanding principal amount of previously issued bonds or other obligations which constitute a 42 debt of the City, is no more than two percent (2%) of one-third (1/3) of the total net assessed 43 2 valuation of the City; and 44 WHEREAS, the Council now finds that the Equipment subject to each of the Prior 45 Leases is considered an independently desirable end in itself without reference to another capital 46 project, and none of the Prior Leases has cost, or will cost, the City more than $6,350,000; and 47 WHEREAS, the amount of proceeds of the 2024 Bonds allocated to pay costs of the 48 Refunding and the costs of issuance of the 2024 Bonds, together with estimated investment 49 earnings thereon, does not exceed the amount needed for such purpose, as estimated by the 50 Council; and 51 WHEREAS, the Council now finds that the existing budget and tax levy did not 52 contemplate the costs of the Refunding or the issuance of the 2024 Bonds, and now desires to 53 authorize the issuance of the 2024 Bonds to procure such funds for such purpose and that a need 54 exists for the making of the additional appropriation hereinafter set out; and 55 WHEREAS, notice of a hearing on said appropriation has been duly given by 56 publication as required by law, and the hearing on said appropriation has been held, at which all 57 taxpayers and other interested persons had an opportunity to appear and express their views as to 58 such appropriation; and 59 WHEREAS, the Council now finds that all conditions precedent to the adoption of an 60 ordinance authorizing the issuance of the 2024 Bonds and an additional appropriation of the City 61 have been complied with in accordance with the Act. 62 NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE 63 CITY OF CARMEL, INDIANA THAT: 64 SECTION 1. Authorization for the 2024 Bonds. In order to provide financing for the 65 Refunding and incidental expenses incurred in connection therewith and on account of the 66 issuance of the 2024 Bonds, the City shall borrow money and issue the 2024 Bonds as herein 67 authorized. 68 SECTION 2. General Terms of Bonds. In order to procure said loan for such purposes, 69 the CFO/Controller of the City (the “Controller”) is hereby authorized and directed to have 70 prepared and to issue and sell negotiable general obligation bonds of the City, in one or more 71 series, in an aggregate principal amount not to exceed Nine Million Dollars ($9,000,000) (the 72 “Authorized Amount”), to be designated “City of Carmel, Indiana, General Obligation 73 Refunding Bonds, Series 2024” (with an appropriate additional series designation, if needed) for 74 the purpose of providing financing for the Refunding and incidental expenses, such expenses to 75 include, without limitation, the costs of selling and issuing the 2024 Bonds. 76 The 2024 Bonds shall be signed in the name of the City by the manual or facsimile 77 signature of the Mayor of the City and attested by the manual or facsimile signature of the 78 Controller of the City, who shall affix the seal of the City, if any, to each of the 2024 Bonds 79 manually or shall have the seal imprinted or impressed thereon by facsimile or other means. In 80 case any officer whose signature or facsimile signature appears on the 2024 Bonds shall cease to 81 be such officer before the delivery of the 2024 Bonds, such signature shall nevertheless be valid 82 and sufficient for all purposes as if such officer had remained in office until delivery thereof. 83 The 2024 Bonds shall also be authenticated by the manual signature of the Registrar (as hereafter 84 defined). Subject to the provisions of this Ordinance regarding the registration of the 2024 85 3 Bonds, the 2024 Bonds shall be fully negotiable instruments under the laws of the State of 86 Indiana. 87 The 2024 Bonds are, as to all the principal thereof and interest due thereon, general 88 obligations of the City, payable from ad valorem property taxes on all taxable property within 89 the City. 90 The 2024 Bonds shall be issued in fully registered form in denominations of Five 91 Thousand Dollars ($5,000) or any integral multiple thereof (or such different denominations as 92 shall be acceptable to the Controller, upon the advice of bond counsel), shall be numbered 93 consecutively from 2024R-1 upward, and shall be originally dated as of their date of issuance. 94 The 2024 Bonds shall bear interest payable semiannually on January 15 and July 15 of each year 95 (each, an “Interest Payment Date”), or such other dates as determined by the Controller prior to 96 the sale of the 2024 Bonds, based on advice of the municipal advisor to the City, beginning no 97 earlier than January 15, 2025, at a rate or rates not exceeding six percent (6.00%) per annum (the 98 exact rate or rates to be determined by bidding or negotiation pursuant to Section 6 of this 99 Ordinance). Interest shall be calculated on the basis of a 360-day year comprised of twelve 100 30-day months. 101 The 2024 Bonds shall mature on the dates and shall be issued in the principal amounts, as 102 applicable, as determined by the Controller and Mayor, provided that the original aggregate 103 principal amount does not exceed the Authorized Amount, that the first maturity shall be no 104 earlier than January 15, 2025, and that the final maturity shall be no later than January 15, 2034. 105 All payments of interest on the 2024 Bonds shall be paid by check mailed one business 106 day prior to the Interest Payment Date to the registered owners thereof as of the fifteenth (15th) 107 day of the month preceding the month in which interest is payable at the addresses as they appear 108 on the registration books kept by the Registrar (the “Registration Record”) or at such other 109 address as is provided to the Paying Agent (as hereafter defined) in writing by such registered 110 owner. Each registered owner of $100,000 or more in principal amount of 2024 Bonds shall be 111 entitled to receive interest payments by wire transfer by providing written wire instructions to the 112 Paying Agent before the record date for any payment. All principal payments on the 2024 Bonds 113 shall be made upon surrender thereof at the principal office of the Paying Agent, in any coin or 114 currency of the United States of America which on the date of such payment shall be legal tender 115 for the payment of public and private debts, or in the case of a registered owner of $100,000 or 116 more in principal amount of 2024 Bonds, by wire transfer on the due date upon written direction 117 of such owner provided at least fifteen (15) days prior to the maturity date. 118 Interest on 2024 Bonds shall be payable from the Interest Payment Date to which interest 119 has been paid next preceding the authentication date thereof unless such 2024 Bonds are 120 authenticated after the date which is fifteen (15) days immediately prior to such Interest Payment 121 Date and on or before such Interest Payment Date in which case they shall bear interest from 122 such Interest Payment Date, or unless authenticated on or before the date which is fifteen (15) 123 days immediately prior to the first Interest Payment Date, in which case they shall bear interest 124 from the original date, until the principal shall be fully paid. 125 Each Bond shall be transferable or exchangeable only upon the Registration Record by 126 the registered owner thereof in person, or by his attorney duly authorized in writing, upon 127 surrender of such Bond together with a written instrument of transfer or exchange satisfactory to 128 the Registrar duly executed by the registered owner or his attorney duly authorized in writing, 129 and thereupon a new fully registered Bond or 2024 Bonds in the same aggregate principal 130 4 amount, and of the same maturity, shall be executed and delivered in the name of the transferee 131 or transferees or the registered owner, as the case may be, in exchange therefor. The costs of 132 such transfer or exchange shall be borne by the City, except for any tax or governmental charge 133 required to be paid in connection therewith, which shall be payable by the person requesting such 134 transfer or exchange. The City, the Registrar and the Paying Agent may treat and consider the 135 persons in whose names such 2024 Bonds are registered as the absolute owners thereof for all 136 purposes including for the purpose of receiving payment of, or on account of, the principal 137 thereof and interest due thereon. 138 In the event any Bond is mutilated, lost, stolen or destroyed, the City may execute and the 139 Registrar may authenticate a new bond of like date, maturity and denomination as that mutilated, 140 lost, stolen or destroyed, which new bond shall be marked in a manner to distinguish it from the 141 bond for which it was issued, provided that, in the case of any mutilated bond, such mutilated 142 bond shall first be surrendered to the Registrar, and in the case of any lost, stolen or destroyed 143 bond there shall be first furnished to the Registrar evidence of such loss, theft or destruction 144 satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the 145 event any such bond shall have matured, instead of issuing a duplicate bond, the City and the 146 Registrar may, upon receiving indemnity satisfactory to them, pay the same without surrender 147 thereof. The City and the Registrar may charge the owner of such Bond with their reasonable 148 fees and expenses in this connection. Any bond issued pursuant to this paragraph shall be 149 deemed an original, substitute contractual obligation of the City, whether or not the lost, stolen or 150 destroyed Bond shall be found at any time, and shall be entitled to all the benefits of this 151 Ordinance, equally and proportionately with any and all other 2024 Bonds issued hereunder. 152 SECTION 3. Terms of Redemption. The Controller, upon consultation with the City’s 153 municipal advisor, may designate maturities of 2024 Bonds (or portion thereof in integral 154 multiples of $5,000 principal amount each) that shall be subject to optional redemption and/or 155 maturity sinking fund redemption, and the corresponding redemption dates, amounts and prices 156 (including premium, if any). Except as otherwise set forth in this Ordinance, the Controller, 157 upon consultation with the City’s municipal advisor, is hereby authorized and directed to 158 determine the terms governing any such redemption. 159 Notice of redemption shall be mailed by first-class mail or by registered or certified mail 160 to the address of each registered owner of a Bond to be redeemed as shown on the Registration 161 Record not more than forty-five (45) days and not less than thirty (30) days prior to the date 162 fixed for redemption except to the extent such redemption notice is waived by owners of 2024 163 Bonds redeemed, provided, however, that failure to give such notice by mailing, or any defect 164 therein, with respect to any Bond shall not affect the validity of any proceedings for the 165 redemption of any other 2024 Bonds. Any notice of redemption required under this section shall 166 identify the 2024 Bonds to be redeemed including the complete name of the 2024 Bonds, the 167 interest rate, the issue date, the maturity date, the respective CUSIP numbers (if any) and 168 certificate numbers (and, in the case of a partial redemption, the respective principal amounts to 169 be called) and shall state (i) the date fixed for redemption, (ii) the Redemption Price, (iii) that the 170 2024 Bonds called for redemption must be surrendered to collect the Redemption Price, (iv) the 171 address of the principal corporate trust office of the registrar and paying agent at which the 2024 172 Bonds must be surrendered together with the name and telephone number of a person to contact 173 from the office of the registrar and paying agent, (v) any condition precedent to such redemption, 174 (vi) that on the date fixed for redemption, and upon the satisfaction of any condition precedent 175 described in the notice, the Redemption Price will be due and payable upon each such 2024 176 Bond or portion thereof and that interest on the 2024 Bonds called for redemption ceases to 177 5 accrue on the date fixed for redemption, and (vii) that if such condition precedent is not satisfied, 178 such notice of redemption is rescinded and of no force and effect, and the principal and premium, 179 if any, shall continue to bear interest on and after the date fixed for redemption at the interest rate 180 borne by the 2024 Bond. The place of redemption may be determined by the City. Interest on 181 the 2024 Bonds so called for redemption shall cease on the redemption date fixed in such notice 182 if sufficient funds are available at the place of redemption to pay the redemption price on the 183 date so named, and thereafter, such 2024 Bonds shall no longer be protected by this Ordinance 184 and shall not be deemed to be outstanding hereunder, and the holders thereof shall have the right 185 only to receive the redemption price. 186 All 2024 Bonds which have been redeemed shall be canceled and shall not be reissued; 187 provided, however, that one or more new registered 2024 Bonds shall be issued for the 188 unredeemed portion of any Bond without charge to the holder thereof. 189 No later than the date fixed for redemption, funds shall be deposited with the Paying 190 Agent or another paying agent to pay, and such agent is hereby authorized and directed to apply 191 such funds to the payment of, the 2024 Bonds or portions thereof called for redemption, 192 including accrued interest thereon to the redemption date. No payment shall be made upon any 193 Bond or portion thereof called for redemption until such bond shall have been delivered for 194 payment or cancellation or the Registrar shall have received the items required by this resolution 195 with respect to any mutilated, lost, stolen or destroyed bond. 196 SECTION 4. Appointment of Registrar and Paying Agent. The Controller is hereby 197 authorized to serve as, or to appoint a qualified financial institution to serve as, registrar and 198 paying agent for the 2024 Bonds (the “Registrar” or “Paying Agent”). The Registrar is hereby 199 charged with the responsibility of authenticating the 2024 Bonds, and shall keep and maintain at 200 its principal office or corporate trust office books for the registration and transfer of the 2024 201 Bonds. The Controller is hereby authorized to enter into such agreements or understandings with 202 such institution as will enable the institution to perform the services required of the Registrar and 203 Paying Agent. The Controller is authorized to pay such fees as the institution may charge for the 204 services it provides as Registrar and Paying Agent. 205 The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent by 206 giving thirty (30) days written notice to the Controller and to each registered owner of the 2024 207 Bonds then outstanding, and such resignation will take effect at the end of such thirty (30) days 208 or upon the earlier appointment of a successor Registrar and Paying Agent by the Controller. 209 Such notice to the Controller may be served personally or be sent by first-class or registered 210 mail. The Registrar and Paying Agent may be removed at any time as Registrar and Paying 211 Agent by the Controller, in which event the Controller may appoint a successor Registrar and 212 Paying Agent. The Controller shall notify each registered owner of the 2024 Bonds then 213 outstanding of the removal of the Registrar and Paying Agent. Notices to registered owners of 214 the 2024 Bonds shall be deemed to be given when mailed by first-class mail to the addresses of 215 such registered owners as they appear on the Registration Record. Any predecessor Registrar 216 and Paying Agent shall deliver all the 2024 Bonds, cash and investments in its possession and 217 the Registration Record to the successor Registrar and Paying Agent. At all times, the same 218 entity shall serve as Registrar and as Paying Agent. 219 SECTION 5. Form of Bonds. (a) The form and tenor of the 2024 Bonds shall be 220 substantially as follows, all blanks to be filled in properly and all necessary additions and 221 deletions to be made prior to delivery thereof: 222 6 2024R- 223 UNITED STATES OF AMERICA 224 225 STATE OF INDIANA COUNTY OF HAMILTON 226 CITY OF CARMEL, INDIANA 227 GENERAL OBLIGATION REFUNDING BOND, SERIES 2024 228 Interest Rate Maturity Date Original Date Authentication Date [CUSIP] 229 REGISTERED OWNER: 230 PRINCIPAL SUM: ___________________________ DOLLARS ($______) 231 The City of Carmel, in Hamilton County, Indiana (the “City”) for value received, hereby promises to pay to 232 the Registered Owner set forth above, the Principal Sum set forth above on the Maturity Date set forth above, 233 and to pay interest thereon until the Principal Sum shall be fully paid, at the Interest Rate per annum specified 234 above from the Interest Payment Date (as defined herein) to which interest has been paid next preceding the 235 Authentication Date of this bond unless this bond is authenticated after the date which is fifteen (15) days 236 immediately preceding such Interest Payment Date and on or before such Interest Payment Date in which case it 237 shall bear interest from such Interest Payment Date, or unless this bond is authenticated on or before [________ 238 15, 2025], in which case it shall bear interest from the Original Date, which interest is payable semiannually on 239 January 15 and July 15 of each year (each, an “Interest Payment Date”), beginning on [_________ 15, 2025]. 240 Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. 241 The principal of this bond is payable at __________________ (the “Registrar” or “Paying Agent”), in 242 __________, Indiana. All payments of interest on this bond shall be paid by check mailed one business day 243 prior to the Interest Payment Date to the registered owner hereof as of the first day of the month in which 244 interest is payable at the address as it appears on the registration books kept by the Registrar or at such other 245 address as is provided to the Paying Agent in writing by the Registered Owner. Each registered owner of 246 $1,000,000 or more in principal amount of 2024 Bonds shall be entitled to receive interest payments by wire 247 transfer by providing written wire instructions to the Paying Agent before the record date for any payment. All 248 payments of principal of and premium, if any, on this bond shall be made upon surrender thereof at the principal 249 [corporate trust] office of the Paying Agent in any coin or currency of the United States of America which on 250 the dates of such payment shall be legal tender for the payment of public and private debts, or in the case of a 251 Registered Owner of $1,000,000 or more in principal amount of 2024 Bonds, by wire transfer on the due date 252 upon written direction of such owner provided at least fifteen (15) days prior to the maturity date. 253 This bond is one of an authorized issue of negotiable general obligation bonds of the City, of like original 254 date, tenor and effect, except as to denomination, numbering, interest rates, and dates of maturity, in the total 255 amount of ____________ ($___________), numbered consecutively from 2024R-1 upward, issued for the 256 purpose of financing the costs of refinancing certain capital equipment leases of the City as more particularly 257 described in the Ordinance (as defined herein) and (b) the costs incurred in connection with the issuance and 258 sale of the bonds and all incidental expenses therewith, as authorized by Ordinance D-2732-24 adopted by the 259 Common Council on the __ day of __________, 2024 (the “Ordinance”), and in accordance with Indiana Code 260 5-1-5, et seq., Indiana Code § 36-4-6-19 and other applicable provisions of the Indiana Code, as amended 261 (collectively, the “Act”). The owner of this bond, by the acceptance hereof, agrees to all the terms and 262 provisions contained in the Ordinance and the Act. 263 PURSUANT TO THE PROVISIONS OF THE ACT AND THE ORDINANCE, THE PRINCIPAL OF 264 THIS BOND AND ALL OTHER 2024 BONDS OF SAID ISSUE AND THE INTEREST DUE THEREON 265 ARE PAYABLE AS A GENERAL OBLIGATION OF THE CITY, FROM AN AD VALOREM PROPERTY 266 TAX TO BE LEVIED ON ALL TAXABLE PROPERTY WITHIN THE CITY. 267 [INSERT REDEMPTION TERMS] 268 Notice of such redemption shall be mailed by first-class mail or by registered or certified mail not more 269 than sixty (60) days and not less than thirty (30) days prior to the date fixed for redemption to the address of the 270 registered owner of each bond to be redeemed as shown on the registration record of the City except to the 271 7 extent such redemption notice is waived by owners of the bond or bonds redeemed, provided, however, that 272 failure to give such notice by mailing, or any defect therein, with respect to any bond shall not affect the validity 273 of any proceedings for the redemption of any other 2024 Bonds. Any notice of redemption required under this 274 section shall identify the 2024 Bonds to be redeemed including the complete name of the 2024 Bonds, the 275 interest rate, the issue date, the maturity date, the respective CUSIP numbers (if any) and certificate numbers 276 (and, in the case of a partial redemption, the respective principal amounts to be called) and shall state (i) the 277 date fixed for redemption, (ii) the Redemption Price, (iii) that the 2024 Bonds called for redemption must be 278 surrendered to collect the Redemption Price, (iv) the address of the principal corporate trust office of the 279 registrar and paying agent at which the 2024 Bonds must be surrendered together with the name and telephone 280 number of a person to contact from the office of the registrar and paying agent, (v) any condition precedent to 281 such redemption, (vi) that on the date fixed for redemption, and upon the satisfaction of any condition precedent 282 described in the notice, the Redemption Price will be due and payable upon each such 2024 Bond or portion 283 thereof and that interest on the 2024 Bonds called for redemption ceases to accrue on the date fixed for 284 redemption, and (vii) that if such condition precedent is not satisfied, such notice of redemption is rescinded and 285 of no force and effect, and the principal and premium, if any, shall continue to bear interest on and after the date 286 fixed for redemption at the interest rate borne by the 2024 Bond. The place of redemption may be determined 287 by the City. Interest on the 2024 Bonds so called for redemption shall cease on the redemption date fixed in 288 such notice if sufficient funds are available at the place of redemption to pay the redemption price on the date so 289 named, and thereafter, such 2024 Bonds shall no longer be protected by the Ordinance and shall not be deemed 290 to be outstanding thereunder. 291 This bond is subject to defeasance prior to payment as provided in the Ordinance. 292 If this bond shall not be presented for payment on the date fixed therefor, the City may deposit in trust with 293 the Paying Agent or another paying agent, an amount sufficient to pay such bond, and thereafter the Registered 294 Owner shall look only to the funds so deposited in trust for payment and the City shall have no further 295 obligation or liability in respect thereto. 296 This bond is transferable or exchangeable only upon the books of the City kept for that purpose at the office 297 of the Registrar by the Registered Owner in person, or by his attorney duly authorized in writing, upon 298 surrender of this bond together with a written instrument of transfer or exchange satisfactory to the Registrar 299 duly executed by the Registered Owner or his attorney duly authorized in writing, and thereupon a new fully 300 registered bond or 2024 Bonds in the same aggregate principal amount, and of the same maturity, shall be 301 executed and delivered in the name of the transferee or transferees or the Registered Owner, as the case may be, 302 in exchange therefor. The City, any registrar and any paying agent for this bond may treat and consider the 303 person in whose name this bond is registered as the absolute owner hereof for all purposes including for the 304 purpose of receiving payment of, or on account of, the principal hereof and interest due hereon. 305 The 2024 Bonds maturing in any one year are issuable only in fully registered form in the denomination of 306 [$5,000 or any integral multiple thereof]. 307 It is hereby certified and recited that all acts, conditions and things required to be done precedent to and in 308 the execution, issuance and delivery of this bond have been done and performed in regular and due form as 309 provided by law. 310 This bond shall not be valid or become obligatory for any purpose until the certificate of authentication 311 hereon shall have been executed by an authorized representative of the Registrar. 312 IN WITNESS WHEREOF, the City of Carmel, Indiana, has caused this bond to be executed in its 313 corporate name by the manual or facsimile signatures of its duly elected, qualified and acting Mayor, its 314 corporate seal, if any, to be hereunto affixed, imprinted or impressed by any means and attested manually or by 315 facsimile by the Controller of the City. 316 CITY OF CARMEL, INDIANA By: Mayor (SEAL) 8 ATTEST: Controller CERTIFICATE OF AUTHENTICATION 317 It is hereby certified that this bond is one of the 2024 Bonds described in the within-mentioned Ordinance 318 duly authenticated by the Registrar. 319 _____________________________, as Registrar 320 321 322 By: 323 Authorized Representative 324 325 326 The following abbreviations, when used in the inscription on the face of this bond, shall be construed as 327 though they were written out in full according to applicable laws or regulations: 328 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. 329 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 330 ________________________________________ (Please Print or Typewrite Name and Address) 331 $__________________principal amount (must be a multiple of $5,000) of the within bond and all rights 332 thereunder, and hereby irrevocably constitutes and appoints _________________________, attorney to transfer 333 the within bond on the books kept for the registration thereof with full power of substitution in the premises. 334 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. 335 Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program. 9 (End of Form of Bonds) 336 (b) The 2024 Bonds may, in compliance with all applicable laws, initially be issued 337 and held in book-entry form on the books of the central depository system, The Depository Trust 338 Company, its successors, or any successor central depository system appointed by the City from 339 time to time (the “Clearing Agency”), without physical distribution of 2024 Bonds to the 340 purchasers. The following provisions of this section apply in such event. 341 One definitive Bond of each maturity shall be delivered to the Clearing Agency (or its 342 agent) and held in its custody. The City and the Registrar and Paying Agent may, in connection 343 therewith, do or perform or cause to be done or performed any acts or things not adverse to the 344 rights of the holders of the 2024 Bonds as are necessary or appropriate to accomplish or 345 recognize such book-entry form 2024 Bonds. 346 During any time that the 2024 Bonds remain and are held in book-entry form on the 347 books of a Clearing Agency, (1) any such Bond may be registered upon the books kept by the 348 Registrar in the name of such Clearing Agency, or any nominee thereof, including Cede & Co., 349 as nominee of The Depository Trust Company; (2) the Clearing Agency in whose name such 350 Bond is so registered shall be, and the City and the Registrar and Paying Agent may deem and 351 treat such Clearing Agency as, the absolute owner and holder of such Bond for all purposes of 352 this Ordinance, including, without limitation, the receiving of payment of the principal of and 353 interest on such Bond, the receiving of notice and giving of consent; (3) neither the City nor the 354 Registrar or Paying Agent shall have any responsibility or obligation hereunder to any direct or 355 indirect participant, within the meaning of Section 17A of the Securities Exchange Act of 1934, 356 as amended, of such Clearing Agency, or any person on behalf of which, or otherwise in respect 357 of which, any such participant holds any interest in any Bond, including, without limitation, any 358 responsibility or obligation hereunder to maintain accurate records of any interest in any Bond or 359 any responsibility or obligation hereunder with respect to the receiving of payment of principal 360 of or interest or premium, if any, on any Bond, the receiving of notice or the giving of consent; 361 and (4) the Clearing Agency is not required to present any Bond called for partial redemption 362 prior to receiving payment so long as the Registrar and Paying Agent and the Clearing Agency 363 have agreed to the method for noting such partial redemption. 364 If either the City receives notice from the Clearing Agency which is currently the 365 registered owner of the 2024 Bonds to the effect that such Clearing Agency is unable or 366 unwilling to discharge its responsibility as a Clearing Agency for the 2024 Bonds, or the City 367 elects to discontinue its use of such Clearing Agency as a Clearing Agency for the 2024 Bonds, 368 then the City and Registrar and Paying Agent each shall do or perform or cause to be done or 369 performed all acts or things, not adverse to the rights of the holders of the 2024 Bonds, as are 370 necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for 371 the 2024 Bonds and to transfer the ownership of each of the 2024 Bonds to such person or 372 persons, including any other Clearing Agency, as the holders of the 2024 Bonds may direct in 373 accordance with this Ordinance. Any expenses of such discontinuance and transfer, including 374 expenses of printing new certificates to evidence the 2024 Bonds, shall be paid by the City. 375 During any time that the 2024 Bonds are held in book-entry form on the books of a 376 Clearing Agency, the Registrar shall be entitled to request and rely upon a certificate or other 377 written representation from the Clearing Agency or any participant or indirect participant with 378 respect to the identity of any beneficial owner of 2024 Bonds as of a record date selected by the 379 Registrar. For purposes of determining whether the consent, advice, direction or demand of a 380 registered owner of a Bond has been obtained, the Registrar shall be entitled to treat the 381 10 beneficial owners of the 2024 Bonds as the bondholders and any consent, request, direction, 382 approval, objection or other instrument of such beneficial owner may be obtained in the fashion 383 described in this Ordinance. 384 During any time that the 2024 Bonds are held in book-entry form on the books of a 385 Clearing Agency, the Mayor, the Controller and/or the Registrar are authorized to execute and 386 deliver a Letter of Representations agreement with the Clearing Agency, or a Blanket Issuer 387 Letter of Representations, and the provisions of any such Letter of Representations or any 388 successor agreement shall control on the matters set forth therein. The Registrar, by accepting 389 the duties of Registrar under this Ordinance, agrees that it will (i) undertake the duties of agent 390 required thereby and that those duties to be undertaken by either the agent or the issuer shall be 391 the responsibility of the Registrar, and (ii) comply with all requirements of the Clearing Agency, 392 including without limitation same day funds settlement payment procedures. Further, during any 393 time that the 2024 Bonds are held in book-entry form, the provisions of Section 5 of this 394 Ordinance shall control over conflicting provisions in any other section of this Ordinance. 395 SECTION 6. Sale of Bonds. 396 (a) The 2024 Bonds shall be sold through either a public sale in accordance with Ind. 397 Code 5-1-11, or a negotiated sale in accordance with Ind. Code 5-1-11-1(a)(2), as determined by 398 the Controller. 399 (b) If the Controller determines to sell the 2024 Bonds at a public sale in accordance 400 with Ind. Code 5-1-11, the Controller shall cause to be published a notice of sale once each week 401 for two consecutive weeks per Indiana Code § 5-3-1-2. The date fixed for the sale shall not be 402 earlier than fifteen (15) days after the first of such publications and not earlier than three (3) days 403 after the second of such publications. Said bond sale notice shall state the time and place of sale, 404 the purpose for which the 2024 Bonds are being issued, the total amount thereof, the amount and 405 date of each maturity, the maximum rate or rates of interest thereon, their denominations, the 406 time and place of payment, that specifications and information concerning the 2024 Bonds are on 407 file in the office of the Controller and are available on request, the terms and conditions upon 408 which bids will be received and the sale made and such other information as is required by law 409 or as the Controller shall deem necessary, including any terms and conditions of sale which 410 provide an exclusion or exemption from the applicability of all or a portion of the provisions of 411 Rule 15c2-12 of the U.S. Securities and Exchange Commission as amended (the “SEC Rule”), in 412 which case the Controller may set the minimum authorized denomination of the 2024 Bonds at 413 One Hundred Thousand Dollars ($100,000) as contemplated by the SEC Rule. As an alternative 414 to the publication of a notice of sale, the Controller may sell the 2024 Bonds through the 415 publication of a notice of intent to sell the 2024 Bonds and compliance with related procedures 416 pursuant to Indiana Code § 5-1-11-2(b). 417 All bids for the 2024 Bonds shall be sealed and shall be presented to the Controller in 418 accordance with the terms set forth in the bond sale notice. Bidders for the 2024 Bonds shall be 419 required to name the rate or rates of interest which the 2024 Bonds are to bear, which shall be the 420 same for all 2024 Bonds maturing on the same date and the interest rate bid on any maturity of 421 2024 Bonds must be no less than the interest rate bid on any and all prior maturities, not 422 exceeding six percent (6.00%) per annum, and such interest rate or rates shall be in multiples of 423 one-eighth or one-hundredth of one per cent. The Controller shall award the 2024 Bonds to the 424 bidder who offers the lowest interest cost, to be determined by computing the total interest on all 425 the 2024 Bonds to their maturities and deducting therefrom the premium bid, if any, or adding 426 thereto the amount of the discount, if any. No bid for less than ninety-nine percent (99.00%) of 427 11 the par value of the 2024 Bonds (or such higher percentage as the Controller shall determine, 428 with the advice of the City’s financial advisor, prior to the sale of the 2024 Bonds) and accrued 429 interest, if any, shall be considered. The Controller may require that all bids shall be 430 accompanied by certified or cashier’s checks or wire transfers payable to the order of the City of 431 Bloomington, Indiana, or a surety bond, in an amount not to exceed one percent of the aggregate 432 principal amount of the 2024 Bonds as a guaranty of the performance of said bid, should it be 433 accepted. In the event no satisfactory bids are received on the day named in the sale notice, the 434 sale may be continued from day to day thereafter for a period of thirty (30) days without re-435 advertisement; provided, however, that if said sale be continued, no bid shall be accepted which 436 offers an interest cost which is equal to or higher than the best bid received at the time fixed for 437 sale in the bond sale notice. The Controller shall have full right to reject any and all bids. 438 (c) Alternatively, if the Controller determines to sell the 2024 Bonds through a 439 negotiated sale, the Controller may negotiate the sale of said Bonds through private negotiation 440 as either an underwriting or private placement, to a purchaser or purchasers selected by the 441 Controller (the “Purchaser”) at an interest rate or rates not exceeding six percent (6.00%) per 442 annum. The Mayor is hereby authorized and directed to execute and deliver and the Controller is 443 hereby authorized to attest a bond purchase agreement with the Purchaser (the “Bond Purchase 444 Agreement”), to be prepared in a form satisfactory to the Mayor and Controller and consistent 445 with the terms of this Ordinance, with the advice of the municipal advisor to the City and Barnes 446 & Thornburg LLP, as bond counsel. The Bond Purchase Agreement will be required to name the 447 rate or rates of interest which the 2024 Bonds are to bear, not exceeding the maximum rate 448 hereinbefore fixed, and such interest rate or rates shall be in multiples of 1/8, 1/20 or 1/100 of 449 one percent. The purchase price of the 2024 Bonds shall not be less than ninety-nine percent 450 (99.00%) of the par value of the 2024 Bonds 451 (d) After the 2024 Bonds have been properly sold and executed, the Controller shall 452 receive payment for the 2024 Bonds from the purchasers and shall provide for delivery of the 453 2024 Bonds to the Purchaser. 454 (e) The Controller is hereby authorized and directed to have the 2024 Bonds 455 prepared, and the Mayor and the Controller are hereby authorized and directed to execute the 456 2024 Bonds in substantially the form and the manner herein provided. The Controller is hereby 457 authorized and directed to deliver the 2024 Bonds to the Purchaser, at which time, the Controller 458 shall be authorized to receive from the Purchaser the purchase price and take the Purchaser’s 459 receipt for the 2024 Bonds. 460 (f) The Controller is hereby authorized and directed to obtain legal opinion as to the 461 validity of the 2024 Bonds from Barnes & Thornburg LLP, and to furnish such opinion to the 462 Purchaser of the 2024 Bonds or to cause a copy of said legal opinion to be printed on each Bond. 463 The cost of such opinion shall be paid out of the proceeds of the 2024 Bonds. 464 (g) The Controller shall report the proceedings related to the sale of the 2024 Bonds 465 to the Council. 466 (h) The Controller is hereby authorized to appoint a financial institution to serve as 467 escrow agent (the “Escrow Agent”) for the Prior Leases in accordance with the terms of an 468 Escrow Agreement between the City and the Escrow Agent (the “Escrow Agreement”). The final 469 form of the Escrow Agreement shall be approved by the Mayor and Controller, upon the advice 470 of the City’s bond counsel and Municipal Advisor, and the Mayor and the Controller are hereby 471 12 authorized and directed to complete, execute and attest the same on behalf of the City so long as 472 its provisions are consistent with this Ordinance and the Bond Purchase Agreement. 473 SECTION 7. Use of Bond Proceeds. Proceeds of the 2024 Bonds shall be applied as 474 follows and in the following order of priority. 475 (a) First, concurrently with the delivery of the 2024 Bonds, the Controller 476 may purchase (subject to the terms of the Prior Leases), with the proceeds of the 2024 Bonds and 477 cash on hand, direct obligations of, or obligations the principal and interest on which are 478 unconditionally guaranteed by, the United States of America (the “Government Obligations”), to 479 be used, together with certain cash from the proceeds of the 2024 Bonds and cash on hand, if 480 any, as set forth in the Escrow Agreement, to refund and legally defease the Prior Leases all as 481 set forth in the Escrow Agreement. In order to refund the Prior Leases, the Controller shall 482 deposit the Government Obligations and certain cash, if any, with the Escrow Agent under the 483 Escrow Agreement in an amount sufficient to provide moneys for the payment of all outstanding 484 amounts dues, plus the redemption premium (if any), with respect to the Prior Leases until the 485 earliest date upon which the Prior Leases may be prepaid. As an alternative to purchasing 486 Government Obligations, the Controller may, with the advice of the Municipal Advisor, deposit 487 a gross amount of proceeds of the 2024 Bonds and cash on hand with the Escrow Agent in an 488 amount sufficient to currently refund, legally defease and prepay the Prior Leases. If required 489 for the legal defeasance of the Prior Leases, the Controller shall obtain a verification of an 490 accountant as to the sufficiency of the Government Obligations (if any) and funds deposited in 491 the irrevocable escrow account created under the Escrow Agreement (the “Escrow Account”) to 492 accomplish said refunding and legal defeasance of the Prior Leases. 493 (b) Second, the remaining proceeds of the 2024 Bonds shall be applied by the 494 Controller to the cost of issuance of the 2024 Bonds not otherwise paid. When all the costs of 495 issuance of the 2024 Bonds have been paid, the Controller shall be used to pay debt service on 496 the 2024 Bonds or otherwise used as permitted by law. 497 SECTION 8. Defeasance. If, when the 2024 Bonds or any portion thereof shall have 498 become due and payable in accordance with their terms or shall have been duly called for 499 redemption or irrevocable instructions to call the 2024 Bonds or any portion thereof for 500 redemption have been given, and the whole amount of the principal and the interest so due and 501 payable upon such 2024 Bonds or any portion thereof then outstanding shall be paid, or (i) cash, 502 or (ii) direct non-callable obligations of (including obligations issued or held in book entry form 503 on the books of) the Department of the Treasury of the United States of America, and securities 504 fully and unconditionally guaranteed as to the timely payment of principal and interest by the 505 United States of America, the principal of and the interest on which when due without 506 reinvestment will provide sufficient money, or (iii) any combination of the foregoing, shall be 507 held irrevocably in trust for such purpose, and provision shall also be made for paying all fees 508 and expenses for the payment, then and in that case the 2024 Bonds or such designated portion 509 thereof shall no longer be deemed outstanding or secured by this Ordinance. 510 SECTION 9. Tax Covenants. In order to preserve the exclusion of interest from gross 511 income for federal income tax purposes on the 2024 Bonds, and as an inducement to purchasers 512 of the 2024 Bonds, the City represents, covenants and agrees that: 513 (a) The City will not take any action or fail to take any action with 514 respect to the 2024 Bonds that would result in the loss of the exclusion from gross 515 income for federal income tax purposes of interest on the 2024 Bonds pursuant to 516 13 Section 103 of the Internal Revenue Code of 1986 as in effect on the date of 517 issuance of the 2024 Bonds (the “Code”), including, without limitation, the taking 518 of such action as is necessary to rebate or cause to be rebated arbitrage profits on 519 Bond proceeds or other monies treated as Bond proceeds to the federal 520 government as provided in Section 148 of the Code, and will set aside such 521 monies, which may be paid from investment income on funds and accounts 522 notwithstanding anything else to the contrary herein, in trust for such purposes. 523 (b) The City will file an information report Form 8038-G with the 524 Internal Revenue Service as required by Section 149 of the Code. 525 (c) The City will not make any investment or do any other act or thing 526 during the period that any Bond is outstanding hereunder which would cause any 527 Bond to be an “arbitrage bond” within the meaning of Section 148 of the Code 528 and the regulations applicable thereto as in effect on the date of delivery of the 529 2024 Bonds. 530 Notwithstanding any other provisions of this Ordinance, the foregoing covenants and 531 authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on 532 the 2024 Bonds from gross income under federal income tax law (the “Tax Exemption”) need 533 not be complied with to the extent the City receives an opinion of nationally recognized bond 534 counsel that compliance with such Tax Section is unnecessary to preserve the Tax Exemption. 535 SECTION 10. Amendments. Subject to the terms and provisions contained in this 536 section, and not otherwise, the owners of not less than sixty-six and two-thirds percent (66-2/3%) 537 in aggregate principal amount of the 2024 Bonds then outstanding shall have the right, from time 538 to time, to consent to and approve the adoption by the City of such ordinance or ordinances 539 supplemental hereto as shall be deemed necessary or desirable by the City for the purpose of 540 modifying, altering, amending, adding to or rescinding in any particular any of the terms or 541 provisions contained in this Ordinance, or in any supplemental ordinance; provided, however, 542 that nothing herein contained shall permit or be construed as permitting: 543 (a) An extension of the maturity of the principal of or interest on any 544 Bond, without the consent of the holder of each Bond so affected; or 545 (b) A reduction in the principal amount of any Bond or the rate of 546 interest thereon, or a change in the monetary medium in which such amounts are 547 payable, without the consent of the holder of each Bond so affected; or 548 (c) A preference or priority of any Bond over any other Bond, without 549 the consent of the holders of all 2024 Bonds then outstanding; or 550 (d) A reduction in the aggregate principal amount of the 2024 Bonds 551 required for consent to such supplemental ordinance, without the consent of the 552 holders of all 2024 Bonds then outstanding. 553 If the City shall desire to obtain any such consent, it shall cause the Registrar to mail a 554 notice, postage prepaid, to the addresses appearing on the registration books held by the 555 Registrar. Such notice shall briefly set forth the nature of the proposed supplemental ordinance 556 and shall state that a copy thereof is on file at the office of the Registrar for inspection by all 557 owners of the 2024 Bonds. The Registrar shall not, however, be subject to any liability to any 558 14 owners of the 2024 Bonds by reason of its failure to mail such notice, and any such failure shall 559 not affect the validity of such supplemental ordinance when consented to and approved as herein 560 provided. 561 Whenever at any time within one year after the date of the mailing of such notice, the 562 City shall receive any instrument or instruments purporting to be executed by the owners of the 563 2024 Bonds of not less than sixty-six and two-thirds per cent (66-2/3%) in aggregate principal 564 amount of the 2024 Bonds then outstanding, which instrument or instruments shall refer to the 565 proposed supplemental ordinance described in such notice, and shall specifically consent to and 566 approve the adoption thereof in substantially the form of the copy thereof referred to in such 567 notice as on file with the Registrar, thereupon, but not otherwise, the City may adopt such 568 supplemental ordinance in substantially such form, without liability or responsibility to any 569 owners of the 2024 Bonds, whether or not such owners shall have consented thereto. 570 No owner of any Bond shall have any right to object to the adoption of such supplemental 571 ordinance or to object to any of the terms and provisions contained therein or the operation 572 thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or 573 restrain the City or its officers from adopting the same, or from taking any action pursuant to the 574 provisions thereof. Upon the adoption of any supplemental ordinance pursuant to the provisions 575 of this section, this Ordinance shall be, and shall be deemed, modified and amended in 576 accordance therewith, and the respective rights, duties and obligations under this Ordinance of 577 the City and all owners of 2024 Bonds then outstanding, shall thereafter be determined exercised 578 and enforced in accordance with this Ordinance, subject in all respects to such modifications and 579 amendments. 580 Notwithstanding anything contained in the foregoing provisions of this Ordinance, the 581 rights and obligations of the City and of the owners of the 2024 Bonds, and the terms and 582 provisions of the 2024 Bonds and this Ordinance, or any supplemental ordinance, may be 583 modified or altered in any respect with the consent of the City and the consent of the owners of 584 all the 2024 Bonds then outstanding. 585 Without notice to or consent of the owners of the 2024 Bonds, the City may, from time to 586 time and at any time, adopt such ordinances supplemental hereto as shall not be inconsistent with 587 the terms and provisions hereof (which supplemental ordinances shall thereafter form a part 588 hereof), 589 (a) To cure any ambiguity or formal defect or omission in this 590 Ordinance or in any supplemental ordinance; or 591 (b) To grant to or confer upon the owners of the 2024 Bonds any 592 additional rights, remedies, powers, authority or security that may lawfully be 593 granted to or conferred upon the owners of the 2024 Bonds or to make any change 594 which, in the judgment of the Council, is not to the prejudice of the owners of the 595 2024 Bonds; or 596 (c) To modify, amend or supplement this Ordinance to permit the 597 qualification of the 2024 Bonds for sale under the securities laws of the United 598 States of America or of any of the states of the United States of America, to 599 obtain or maintain bond insurance with respect to payments of principal of and 600 interest on the 2024 Bonds to procure a rating on the 2024 Bonds from a 601 nationally recognized securities rating agency designated in such supplemental 602 15 ordinance, if such supplemental ordinance will not adversely affect the owners of 603 the 2024 Bonds; or 604 (d) To provide for the refunding or advance refunding of the 2024 605 Bonds; or 606 (e) To make any other change which, in the determination of the 607 Council in its sole discretion, is not to the prejudice of the owners of the 2024 608 Bonds. 609 SECTION 11. Approval of Official Statement. If the Controller of the City, with the 610 advice of the City’s municipal advisor, determines that the preparation of an official statement is 611 necessary or is in the best interest of the City, then the 2024 Bonds may be offered and sold 612 pursuant to an Official Statement (preliminary and final) or other offering document with respect 613 to such 2024 Bonds (collectively, the “Official Statement”), to be made available and distributed 614 in such manner, at such times, for such periods and in such number of copies as may be required 615 pursuant to the SEC Rule to the extent applicable to the Refunding Bonds. The City hereby 616 authorizes the Mayor or Controller (a) to authorize and approve a Preliminary Official Statement, 617 as the same may be appropriately confirmed, modified and amended for distribution as the 618 Preliminary Official Statement of the City with respect to the 2024 Bonds, (b) on behalf of the 619 City, to designate the Preliminary Official Statement a “final” Official Statement of the City with 620 respect to the 2024 Bonds, and (c) to authorize and approve the Preliminary Official Statement to 621 be placed into final form and enter into such agreements or arrangements as may be necessary or 622 advisable in order to provide for the distribution of a sufficient number of copies of the Official 623 Statement under the SEC Rule. 624 SECTION 12. Continuing Disclosure Contract. If required under the SEC Rule, the 625 Council hereby approves, and authorizes and directs the Mayor and the Controller, for and on 626 behalf of the City, to execute and deliver, and to perform the obligations of the City under, a 627 Continuing Disclosure Contract from the City to each registered owner or holder of any 2024 628 Bond (the “Continuing Disclosure Contract”). The Mayor and the Controller are authorized to 629 approve the form of the Continuing Disclosure Contract, upon the advice of the City’s bond 630 counsel, with such determination to be conclusively evidenced by such Mayor’s and such 631 Controller’s execution thereof. 632 SECTION 13. Additional Appropriation. There is hereby appropriated the sum of Nine 633 Million Dollars ($9,000,000), out of the proceeds of the 2024 Bonds, together with all 634 investment earnings thereon, for the purpose of providing funds to pay the costs of the 635 Refunding, including related costs and the costs of issuing the 2024 Bonds, as provided in this 636 Ordinance. Such appropriation shall be in addition to all appropriations provided for in the 637 existing budget and shall continue in effect until the completion of the described purposes. 638 SECTION 14. Other Action. The appropriate officers are hereby authorized to take all 639 such actions and execute all such instruments as are necessary or desirable to effectuate this 640 ordinance, and any such agreement, certificate or other instrument heretofore executed and 641 delivered and any such other action heretofore taken are hereby ratified and approved. These 642 actions include obtaining a rating, bond insurance or any other form of credit enhancement for 643 the 2024 Bonds if economically feasible and desirable and with the favorable recommendation of 644 the municipal advisors to the City, and filing a report of an additional appropriation with the 645 Indiana Department of Local Government Finance. In addition, the appropriate officers of the 646 City are hereby authorized and directed to take any other action deemed necessary or advisable 647 16 in order to effectuate the Refunding, the issuance of the 2024 Bonds, or any other purposes of 648 this Ordinance. Pursuant to Indiana Code 5-1-14-18, in connection with the issuance of the 649 Refunding Bonds, the execution of the Refunding Bonds and any other contract, certificate or 650 other document executed and delivered by or on behalf of the City in connection with the 651 issuance of the Refunding Bonds, is authorized to be executed and delivered using electronic 652 signatures (as defined in Indiana Code 26-2-8-102(10), as amended), rather than manual 653 signatures, and any such Refunding Bonds or any other contract, certificate or other document 654 executed and delivered by or on behalf of the City in connection with the issuance of the 655 Refunding Bonds using electronic signatures shall be considered fully legal and valid for all 656 purposes and with the same force and effect as if the execution were performed with manual 657 signatures 658 SECTION 15. Construction with Other Ordinances. All ordinances, resolutions, and 659 orders or parts thereof in conflict with the provisions of this Ordinance are to the extent of such 660 conflict hereby repealed. After the issuance of the 2024 Bonds and so long as any of the 2024 661 Bonds or interest thereon remains unpaid, except as expressly provided herein, this Ordinance 662 shall not be repealed or amended in any respect which will adversely affect the rights of the 663 holders of the 2024 Bonds, nor shall the City adopt any law, ordinance or resolution which in 664 any way adversely affects the rights of such holders. 665 SECTION 16. Severability; Interpretation. If any section, paragraph or provision of 666 this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or 667 unenforceability of such section, paragraph or provision shall not affect any of the remaining 668 provisions of this Ordinance. Unless the context or laws clearly require otherwise, references 669 herein to statutes or other laws include the same as modified, supplemented or superseded from 670 time to time. 671 SECTION 17. Holidays, Etc. If the date of making any payment or the last date for 672 performance of any act or the exercising of any right, as provided in this Ordinance, shall be a 673 legal holiday or a day on which banking institutions in the City or the city in which the Registrar 674 or Paying Agent is located are typically closed, such payment may be made or act performed or 675 right exercised on the next succeeding day not a legal holiday or a day on which such banking 676 institutions are typically closed, with the same force and effect as if done on the nominal date 677 provided in this Ordinance, and no interest shall accrue for the period after such nominal date. 678 SECTION 18. Effectiveness. This Ordinance shall be in full force and effect from and 679 after its adoption and the procedures required by law. Upon payment in full of the principal and 680 interest respecting the 2024 Bonds authorized hereby or upon deposit of an amount sufficient to 681 pay when due such amounts in accord with the defeasance provisions herein, all pledges, 682 covenants and other rights granted by this ordinance shall cease. 683 684 685 686 687 688 17 PASSED by the Common Council of the City of Carmel, Indiana, this __ day of _________, 689 2024, by a vote of ______ ayes and _____ nays. 690 691 COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA 692 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 ______________, 693 2024, at _____ __.M. 694 Jacob Quinn, Clerk Approved by me, Mayor of the City of Carmel, Indiana, this ______ day of _______________, 695 2024, at _____ ___.M. 696 Sue Finkam, Mayor ATTEST: Jacob Quinn, Clerk 697 698 Prepared by: Bradley Bingham, Esq. 699 Barnes & Thornburg LLP 700 11 South Meridian Street 701 Indianapolis, IN 46204 702 A-1 EXHIBIT A 703 704 DESCRIPTION OF PRIOR LEASES AND EQUIPMENT 705 706 [attached] 707 708 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 $124,099.50 Total Leases to be Refinanced 8,613,145.28$ $1,032,586.52 2,278,741.68$