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Home My WebLink AboutCRC-21-2004RESOLUTION-NO. 21-2004 FINAL BOND RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION AUTHORIZING TIHE ISSUANCE OF CITY OF'C;ARMEL REDEVELOPMENT DISTRICT, TAX INCREMENT REVENUE BONDS FOR.THE PURPOSE OF RAISING MONEY FOR PROPERTY ACQUISITION,?REDEVEL'OPMENT AND ECONOMIC DEVELOPMENT IN OR SERVING THE4LLINOIS:STREET ECONOMIC DEVELOPMENT AREA WHEREAS, the City of Carmel Redevelopment Commission (the "Commission"), the governing body of the, City of Carmel; Indiana Department of Redevelopment (the. "Department") and the Red6VOripment -District of the City of Carmel; Indiana (tire "Redevelopment :District"), exists and operates under the provisions of Indiana Code,36-7.14, as amended' from.time to time (the "Act"); and WHEREAS, on February 28„2002; the Commission; adopted and approved-its Resolution, No. 2-2002 (the "Original Declaratory Resolution") designating and declaring an area. known as the "North Illinois Street Economic Development; Area" (the "Original Area") to be-an economic development'area'within,the meaning.ofttic Aci, designating the Original-Area as an allocation area (the " Original.Allocation.Ar®a") unde'r' Scctiorf-3.9 of,thle Act,, and approving an economic development.plan;for the.Original Area (the "Original Plan"); and WHEREAS; on August 13, 2003,-the,Commission approved andadopte&its Resolution No. 5-2003 (the "2003. Amendment Resolution") expanding the Original Area to include an additional area (the "C210 Area") and approving an amendment to the'Original Plan, Qhe?"C210 Plan Amendment") (the Original, Plan, as amended 'by the C210 . P,1'an Amendment, shall, hereinafter be,referred to as tfie="Amended Original Plah");,and WHEREAS„on.February 10, 2004, the Commission approved and!adopted its Resolution No. 6-2004 (the "2004 Amendment Resolution") (the Original Declaratory Resolution; as amended by the 2003 .Amendment Resolution and the 2004 Amendment Resolution, shall. hereinafter be referred, to, as the; "Declaratory ; Resolution" ), which (a) expanded the Original Area (as previously expaided) to include-an additional area (the ''2004 Expansion Area") and-re- designated the'Original Area, as expanded by the C210-Area,and.the 2004 Expansion. Area, as the "'Illinois: Street Economic Development Area" (as so• expanded,, the "Area"); (b) designated the 2004 Expansion Area,;as an allocation area (the "2004- Expansion Allocation Area") under Section 39 of_the Act,;incorporated the 2004-Expansion Allocation Area asLpart'of the Original Allocation Area, and re-designated the Original Allocation Area, as expanded by'the 2004 Expansion Allocation' Area, as the "Illinois Street Allocation Area" (as so expanded, the "Allocation Area"); and (c) approved, of -the incorporation of the-Amended Original Plan into a 2004 Integrated Economic Development. Plan &, AmendedRedevelopment Plan (the "2004 lntegrated.Plan"),and approved of the amendments to the Amended Original Plan asset forth in the 2004 Integrated Plan (the Amended Original, Plan and the 2004 Integrated, Plan, collectiye_ly, the "Economic Development P]an") I ; and WHEREAS, on April 20,.2004i the City of Carmel Plan Comminibii (the' °71an Commission'.% which is, the•duly.designated and acting planning body of the City of Carmel, Indiana (the "City'), adopted and approved its Resolution (the: "Plan Commission Order"), determining that the Declaratory Reschit on'and the _Economic Development Plan conform to'the plan of development for the City and approving, ratifying and. confirming the Declaratory Resolution and the Economic Developmenti Plan; and WHEREAS,<on May 3,.2004; the Common Cbuncil.of the City (tl e "Common Council") adopted its Resolution.No. CC-05-03-04-01 which approved the Plan Commission Order;:and WHEREAS, on May 18, 2004, after notice, And a public Bearing thereon, the Commission confirmed the .Declaratory Resolution by the, adoption of a Confirmatory Resolution (the Declaratory Resolution, as confirmed by the Confirmatory Resolution, shall hereinafter, be referred to as the'"Declaratory Resolution"); and WHEREAS; the Commission, pursuant to the Declaratory Resolution.and in accordance with the Act; has previously established an allocation; fund for. the Allocation Area (the "Allocation Fund"); and WHEREAS, with regard to taxes levied On real property in the Allccation-Area; property tax proceeds:in;excess•of those attributable to:the lesser of., (a) The assessed value of the property, for the assessment date with, respect to which the, allocation and distribrition is made; or (b) The base assessed'value,.as defined inthe Act; shall be allocated.to the Redevelopment 'District, and, when collected,, paid into the Allocation Fund,,and may be•used,by thaRedevelopment;Distiiefonly to do one or more of the fdllowing: (a) Pay the principal of and interest on any obligations payable solely from allocated-tax-..proceeds which are incurred by the Redevelopment District for the purpose of financing or refinancing the redevelopment and economic development of the Allocation Area; (b) Establish, augment-or restore `the-debt service, reserve for bonds payable solely, or impart from allocated tax proceeds in the Allocation Area; (c) Pay the 'principal Of 'And interest, on bonds payable from 'allocated tax proceeds: in tlie-Allocation Area and from the special tax levied under Section 27 of the Act; (d} Pay the principal of'and interest on bonds issued by'-the City to,pay-for local,public improvements,in or servingthe Allocation Area; (e) Payprerninms on the.redemption;before maturity of-bonds payable solely or inpart 'from-allocated tax proceeds;in the Allocation,Area; -2- MIMAN 17390A I v5 (f) Make' payments on leases payable from allocated tax proceeds in the Allocation, Area;under,Section-25.2 of,the Act; (g) Reimburse the City for expenditures made by it for local public improvements ()yhich include buildings; parking facilities and other items described in 'Section 25.1'(a) of the-Act) in or servinglthe Allocation Area; Q Reimburse the City for rentals paid by it fora buildin. g,or parking'facility in or serving "the' Allocation_ Area under any lease entered into under Indiana. Code 36-1=10; (i) Pay all or apoition of a propert y tax replacement credit-to,,taxpayers,in the Allocation Area-as determined'by the Commission, pursuant to Seefion 39 of the Act; (j) Pay expenses` incurred by the Commissiowfor local -p ubli c; improvements thatare in the Allocation Area or. serving,thp Allocation.. Area '(including 'buildings, parking' facilities. and other items deseribedin Section', 25:1(a) ofthe Act);. or (k) Reimburse public and privaie entities for expenses incurred 'in training employees of, industrial facilities that qualify under the Act; provided; howevcF; that if further usesofproperty tax;proceeds.allocated to the Allocation Fund. are authorized or- permittedby`amendment to the Act, including Indiana Cod e.36-7-14-39, those uses shall,also, be authorized or pennitted for property tax proceeds allocated-to the Allocation Fund; sand WHEREAS, the Act authorizes .the-=issuance. of, bonds of fhe Redevelopment. District payable from allocated tax proceeds, or.from other,revenues-of the Redevelopment District; and WHEREAS, on March 23, 2004, the Commission adopted its; .Preliminary Bond Resolution (Resolution.No. 11=2004) authorizing the issuance and sale of the negotiable Bonds of the Redevelopment- District, in one or more series or issues, the principal of and interest on which are payable' solely from taxes. on certain real property located in the Allocation Area allocated and.deposited•in the Allocation: Fundpursuant to Section 39 of the Act and proceeds from the,sale or leasing of certain;property iii the Allocation Area=under Section 22 of the Act: deposited "in the. Allocation Fund. as required by Section 26 of lh-e;Act- (colleotively; the "Tax. Increment"), subject to such limitations on the pledge;of'Tax Increment as,are provided in this Final Bond Resolution (or, to the extenf that, in any :year; the 'fax Increment pledged Jo such bonds and available forrepayment of principal of-and interest on such bonds-'is insufficient for such repayment, then from, funds received from Clarian Health Partners, hie. (the "Company") pursuantto,a limifed;guaranty agreement to be•entered into by the Comp"any (the "Guaranty") up to a,maximum guarantced amount of One Million One Hundred Thousand Dollars ($1,100,000) per year); which bonds shall be issued in the name, of the City,, for and on behalf, of the Redevelopment District, to provide for the cost 'of-property acquisition; redevelopment and economic development in or serving`the Allocation Area (including; in particular; the acquisition and construction of certain street and intersection"improvements in or serving' the Allocation Area (the "Project;'.)), together: with a SUM' ,sufficient. to pay the estimated cost of all expenses -3- : INIMANI,739041v5 reasonably incurred in connection with the acquisition„ redevelopment and economic development of the>property<in or. serving the Allocation Area, including the total cost of all land; rights=of-way and other,property to be acquired, redeveloped.-and economically developed, all, reasonable and necessary-architectural, engineering; legal, financing,-accounting, advertising; bond,discount and supervisory expenses related to the acquisition, redevelopment and economic development of the'property or the issuance,of the bonds,,capitalized. interest a's permitted; by the Act and a debt service-,,reserve for the bonds to the extenr"that'the Commission determines that a reserve is seasonably required, and expenses that-the Conunission.may'bcrcquired or permitted to pay as. "relocation assistance" under. Indiana, Codes&23-17; together with the expenses in connection with or on account of the issuance of the bonds therefor; and WHEREAS, on May 3, 2004, the 'Common Council adopted its Resoluiion No. CC-05-03-04-62-which approved'the issuance oftax increment "revenue bonds in an amount not to exceed; Nine Million Five Hundred Thousand Dollars ($9,500;000), for the purposes described above;.and WHEREAS; the Commission now further *determines. that the issuance of'tax increment' revenue bonds in an aggregate principal amount not.to exceed-Nine Million Five Hundred Thousand Dollars.($9,500,000) is necessary in order td provide fiords for the paymentof all or a portion of-'the cost of property acquisition, redevelopment and economic development. in or,. serving'the Allocation Area; NOW THEREFORE, BE ,lT 'RESOLVED by `the City of Carmel 'Redevelopment- Commission as.ioil'ows: Section 1, Basic-Terms. For the purpose of procuring funds'to pay for the cost of property acquisition, redevelopment and economic development in or serving-the Allocation Area (including; in particular,, the Project), together-with a sum. suffictent to pay the estimated cost of all expenses reasonably incurred in connection with the acquisition, redevelopment and economic-development of the'property in or serving the Allocation AreaJncluding the total'.cost of all land, rights-of-way and other property to be,.acquired, , redeveloped and 'economically developed, all reasonable and necessary architectural, engineering; legal, financing, accounting, advertising; bond discoua and supervisory expenses related to the acquisition, _redevelopmcnt and economic development of the property. or the.'issuance of the' bonds; capitalized interest as. permitted,by the,Act and wdebt, service: reserve for the bonds,to the_ extent that the, Commission determines that a reserve: is reasonably required, and 'expenses that the Commission`may be required,or permitted to payas "relocation.assistance"under Indiana Code 8-23.17; together with the expenses in connection with or'owaccount of'the'issuance of the bonds: therefor, all'in and with respect to ihe,area, that.has'been`found and declared to bean economic development,area by the Commission pursuant to the Declaratory Resolution, the City, acting-for and on behalf of the Redevelopment District, shall snake a loan in an amount not to exceed Nihe• Million Five Hundred Thousand,Doilars.($9,500,000). In order to procure funds for said loan, the. Clerk-Treasurer of the City (the '"Clerk-Treasurer") is hereby authorized and directed'to have prepared and to issue and sell the negotiable bonds of the Redevelopment District, in one or more ;series, which bonds shall be issued in the name of the City, for and on behalf of the Redevelopmenff)isfriet; and, which. shall' INEMANl 739041v5 be designated. "City of Carmel Redevelopment '.Disirict, Tax, Increment. Revenue Bonds, Series:2004A (fllinois Street. Project)" (the "Bonds"), roan aggregate principal amoulit hot to exceed Nine,Milhon,Five Hundred Thousand. Dollars ($9;500;000), and which amount (less-a discountnot,to @xceed.one 0ercent,(1.0%) of the par amount'thereoD, together,with investment earnings thereon and other available moneys, does not exceed the>cost, as estimated by the Commission,, of, property acquisition,, redevelopments and, economic development in or=serving the Allocation Area (including„in particular; the Project), togetherwith •a sum sufficient to pay the estimated cost of all expenses reasonably 'incurred in connection with the acquisition, redevelopment: and economic development. of `the property in or serving the Allocation Area, includingthe total cost of all land, rights-of-way,aud other property. to be acquired; redeveloped and economically developed,, all reasonable and necessary architectural, engineering, legal, fmaneirlg, accounting, advertisingi bond "discount and supervisory expenses related to the acquisition, "redevelopment-and economic development of the property or the issuance of the Bonds, capitalized.interest as!permiftcd by the Act and a debt service reserve £or the Bonds to the extent that-the Corranission determines that a reserve is reasonably regbiied, and expenses that the Commission may :be required or permitted to pay'as "relocation assistance" under Indiana Code 8723-17, together withthe expenses in connection with or, on account of the issuance of the Bonds. The Bonds,shall:.not constitute :a corporate obligation or indebtedness of'the City, but shall constitute an obligation of the Redevelopment District. The Bonds, together with.:interest thereon, shall be payable solely"from the Tax-Increment generated from tliespecifrc;parcels of .real-property described in ExhibitA attached hereto (the "Pledged Tax. Increment'.') (or; to the extent that, in any year, the Pledged_TaX Incrementavailable for repayment of-, principal of and -interest on the Bonds is insufficient.for •-such repayment, then from firnds.received.from the Company pursuant to the. Guaranty up to a_ maximum., guaranteed amount of One Million One Hundred Thousand'Dollars, ($1,100;000) per year). The Bonds shall :be, issued in fully registered forth, in denominations equal to either (i)'Five. Thousand Dollars ($5,000) or any integral multiple. thereof, or (ii) One Hundred Thousand Dol.ars,($100,000) di integral multiples of Fiye Thousand Dollars ($5,000) in excess thereof (e..g,, $100,000, or. $105,000, or $'110,000, eta:')i in. either case not exceeding the aggregate principal, amount of the Bonds maturing-iii such year ("Authorized Denominations"), andshall,be nuftibdfed,consecutrvely,from 04AR-1 upwards: The Bonds shall mature,•(as serial bonds or term bonds) and be payable on January 15 and/or Julyil.5 of the years and in the principal amounts; as determined,by the Clerk-Treasurer with the advice.of the:President of the Commission, the Commission's.attorney and the Commission's financial advisor, ending not later than January 15,. 2025, with the final maturity date determined by'the Clerk-Treasurer. with-the advice'of tfie President of the Commission; the Commission's attornay and the Comm'ission's financial advisor. The Bonds, shall bear interest at a. rate or rates not= exceeding se'yen and twenty-five one.hundiedths percent (7.25%) per annum (the exact. rate or. rates.of'imcresf to be determined by negotiations with the purchaser thereoo. The final aggregate; rincipal amount; Authorized- Denominations, final-maturity date and'principal payment schedule, and interest rate or rates for"the Bonds shall be' set forth in a Certificate•of the Clerk-Treasurer executed and delivered at`the time,of the sale of the Bonds (the'"Clerk-Treasurer's Certificate"). -5- rNIMANI 73904M The Bonds shall bear. an original, date which 4shall he (a) the date of delivery, or (b) the first day of the 'month 'in which the, Bonds aie 'to be delivered, as determined by the Clerk-Treasurer with.the advice?ofthe President`of the Commission; the Commission's attorney and the Commission's: financial advisor and set forth in the Clerk-Treasurer's Certificate (the "Original Date" );. and each Bond shall also bear the date, of its, authentication. 'Bonds authenticated on or, before the Iasi day of the calendar month immediately preceding the first interest payment date shall :be• paid, interest, from their :respective Original. Date, Bonds authenticated after the last-day of the calendar, month immediately preceding•.the, first interest payment date shall be paid interest,from,the interest payment date, immediately preceding the date of authentication of such Bonds;unless,the Bonds are authenticated. between the Iasi day of the calendar,month -immediately preceding an interest payment date and such interest payment date, in.whioh caseinterest;thereon shall'be paid from such interest payment date. The "interest on the Bonds shall he :payable semiannually on January 15 and July 15 of each year,-commencing. notearlieri,than January45, 2005; withthe'first'interest payment:dateto be determined bythe Clerk =Treasurer with the advice of the;President. of the Commission, the Commission's attorney and 'the Commissions financial advisor 'and ;set ;forth in the Clerk-Treasurer's Certificate. Interest on the Bonds shall be calculated, on the basis of twelve (12) thirty (30)-day months for;a;three'hmrdred sixty (360)-day-year. Section 2. Registrar "and Paving Agent. The Clerk-Treasurer, or such financial institutiomas the Clerk-Treasurer,may designate•pursuant'tathis'Resolution; is hereby appointed as the' Registrar' (the Clerk-Treasurer' of such financial institution and any subsequent, registrar appointed pursuant to this Resolution shall hereinafter be-referred to as the "Registrar") for the Bonds and is hereby charged' with the responsibility of authenticating the Bonds.' The Registrar shall-keep' and maintain of its;principai office.books for the'registration and for, the transfer of the Bonds (the `:Bond Register"). The Clerk-Treasurer is hereby authorized,and directed, on behalf' of the?Comrnission, to enter into such agreements or understandings with the Registrar as will enable the Registrar. to "perform the services requiied.of a registrar, and is directed to pay the Registrar for'its services out ofavailable funds, The principal of and premium„ if any,, on the Bonds shall. be payable at'the principal office of the Cle&'Treasurer,,or such, financial institution as the Clerk-Treasurer may designate pursuaitt-to this Resolution,.which Clerk-Treasurer or designated financial institution.is'hereby appointed as the Paymg Agent a(the. Clerk-Treasurer or such financial institution and any suhseguent paying agent appointed pursuant. to this Resolution shall hereinafter be referred to-as the-"Paying Agent") for the Bonds.. Interest on, the Bonds shall be paid by check or drill mailed or delivered' at,leastone (I) business_day prior to the;payinent date to the registered owners of the Bonds at the address as it-appears on the Bond Register-As of the last day of the calendar.month irnmediately'preceditng the interest payment date or at sucli.other address as is provided to the Paying Agent intwriting,bysuch.registered owners. All payrnents':on the Bonds shall.be-made in lawful money-of..the United States of America.. The Clerk-Treasurer is hereby authorized land directed, on behalf-of the Commission; to enter into such agreements or understandings with the Paying Agent as .will enable the Paying Agent to,perform the services fequired.of a paying agent, and is`directed,to pay the Paying:Agent for its,servicesout.of available funds. Any designation by the Clerk-.Treasurer'of"4.6mmcial institution as the Registrar or the Paying Agent shall be set forth.in.the Clerk-Treasurer's Certificate. -6= INN ANI 739041 v5 The,.Registrar OT-the-Paying Agent may attanytime resign as, Registrar or Paying Agent by giving thirty (30) days' written notice-to the:Eommission and by first-class, mail,to each registered ownertof Bonds then outstanding; and;such.resignation will take' effect at the cti&of such thirty (30) days or'upon the earlier appointment of a successor-Registrar or Paying Agent; as the 'case may be, 'by the Commission. Such notice to the Commission may be" served personally or,be,sent,by.registered-mail. The'Regi'strar or, Paying.Agentmay be,removed at any time as, Registrar or`..Paying Agent by the Commission, in which .event the Commission may appoint.a successor;Registrar or Paying,Agent, as the case maybe. The.Commission shall notify each registered owner- of, Bands then 'outstanding by first-class -mail of the removal of the Registrar=or Paying Agent.: Notices to registered owners :of-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 Bond Register. Any predecessor. Registrar shall deliver all the Bond's in its possess on and the Bond Registevto`the?successor Registrar,; and any predecessor Paying Agent.shall deliver all the cash in,its possession to the,successor Paying Agent. Section 3. Transfer and EkchanQe. Each;Bond shall he transferable or exchangeable only upon the BondRegister by the registered owner thereof in person, orby his: attorney duly authorize&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`.ih writing, and thereupon anew fully registered.Bond or Bonds in same aggregate; principal-amouhtand ofthe same maturity shall _be executed aid"delivered in the=name, of the transferee or transferees or the registered owner, as'the case maybei"in exchange therefor.. Bonds may be transferred or, exchanged without cost to the registered owner,. except; for any tax or governrncntal charge required to be:paid with respect to the exchange. The`lk4strar;shall.nct be required to transfer or exchange any Bond called for redemption or during; the period from the, last day of any calendar month immediately,preceding arr interest payment date io:such interest- payment date. The City, the Commission, the Registrar and the TayingzAgent, may twat and consider-the person in-whosename such Bonds are registered. as-the absolute owner ihereoffar all purposes including for the•ptup"ose of receiving'paymentof, or, on account of, theprincipal thereof and interest due thereon.. In the eventany Bond is mutilated, -lost, stolen or destroyed, the,City;may executvand'the Registrar may authenticate a view Bond.of like'date;,maturity acid denomination as that mutilated„ lost, stolen or:destroyed; whicb'new Bond shall be marked :ima manner'to distinguish it from the Bond for which. it was issued; provided, that in the case,of any mutilated Bond, such mutilated :Bond shalt first be surrendered to the Registrar, and in the case of any lost, 'stolen or, destroyed Bond there shall"be first furnished to the Cityand-the Registrar evidence ofasuch- loss, theft or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event any such lost, stolen or destroyed Bond shall. have'matured, 'ihstead 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 connection with `the above. Every, -substitute`Bond issued by'reason pf any-Bond being lost, stolen or,destroyed ` shall, with-respect to such Bonds; constitute, a. substitute contractual obligation of the City, acting for and on behalf ofthe:Redevelopment District, whether or not.the',lost, stolen ondestroyed.Bond shall be,found at any tirrie,;and shall be entitled.to all'the benefits of this:Resolution, equally and proportionately with any and all other Bonds.duly issued hereunder. -7= ENIMAN 1739041 v5 Any,series of Bonds may, in compliance' with all-applicable laws; be issued and held in book-entry form on,the;books-of.the central, depositgrysystem, The,Depository Trust. Company, its successors, or. any successor central depository system appointed by the Coirmission,or the City from time, to time' (the•"Cleating Agency')., The Commission,, the City and the Registrar may, in-connection therewith;,do'or„ perform or causeto be'done°orperformed_any acts or.things not adverse to the, rights of'the holders of the Bonds, as are necessary -or appropriate to accomplish or fecognize "such°book-entryform.Bonds. During-any time that:a series.of Bonds are'held' in book-entry form on the books, of a Clearing Agency (a) any such Bonds=may be registered upon the books kept by the Registrar'in the name'of such Clearing Agency, or any-nomihee thereof, including Cede & Co.,. as nominee of _The Depository Trust Company; (ti) the Clearing Agency in whose name stich.Bands are so registered shall be, and the Commission, the City, the Registrar and the Paying Agent may deem and treat.such ClearingAgencyas, the` b'soliite,owner?and'holder:ofsuch;$onds for all purposes of-this Resolution, including; without limitation;. the receiving of payment oftlie principal of:and premium, if any, and`iriterest ch such Bonds, the receiving of notice;, and the giving of,consenta (c) none of the Commission; the City; the Registrar nor the Paying, Agent shall have any responsibility or obligation-hereunder to any direct orrindirect,participanti within the meaning of Section 17A of the, Securities Ex-chanac:Act of 1434,.as amended, of such Clearing Agency, or any person on behalfof which, or otherwise in respect of which, any such, participant' holds any interest m.anyBonds, including, without limitation,. any responsibility or obligation hereunder to. maintain accurate records of any 'interest in any Bonds or any responsibility or obligation hereunder with.respect to the receiving of payment of principal of or premium; if'any; orFinterest on any Bonds, the receiving of notice, or the giving of consent; (d) the Clearing Agency is not required to present any Bonds called for partial redemption or prepayment prior- to receiving payment;so long, as the Registrar and'the,Paying Agent and the Clearing Agency have agreed to the'method for noting such paitiai redemption or;prepayinerit; and (e) payment of the principal of and interest.on,,any one,or more series,of Bonds may be:made by wire` transfer. or other, method acceptable °tothe; Clearing -Agency as indicated in a certificate, of the Clerk-Treasurer to such effect. If'either•(i) the.Commission or tie City receives notice from the Clearing Agency which is currently the registered owner, of the, Bonds to,the effect.that such Clearing Agency is Unable or unwilling to discharge its responsibility as a Clearing Agency for the Bonds or (ii) the Commissioq pr the City elects to discontinue its use of such Clearing Agency as a Clearing Agency for the'Bonds, then the_ Commission, the City; the Registrar and the Paying Agent each shall.do or perform orcause.to be done or performed all acts or,'things, not adverse to the rights of the holders of the Bonds, as areinecessary or appropriate:to discontinue-use of such Clearing Agency as a Clearing Agency for the'Bonds.and.to transfer the ownership of each of the'Bonds' to such person or persons_ including any other Clcaring.Agency; as?the-holder of the Bonds,may direct in:accoirdancc with this Resolution. Any expenses of such discontinuance=and transfer, including expenses of-printing."new certificates to evidence the Bonds, shall be paid by the Cormission oo,the City. During any time that the Bonds; are lield;iii book-entry. ,form on the books-of a Clearing Agency; the° Registrar and the Paying- Agent shall -be entitled to request and rely' upon a certificate or other written representation from the,Clearing Agency'or, anypaeticipant or indirect _g. (NiMANI'739041v5 participant with'respect?to the'identity ofany beneficial owners of the Bo-,nds,as of a-record date selected by-,the Registrar and the Paying,,Agent. For.' purposes of 'determining uihethcr: the consent, advice, direction or., demand of a,registered owner of the Bonds has been obtained, the Registrar or;the laying Agentshall be entitled to'treat the benefi.cial ownersbfthe-Bond_s:as the holders.ofthe Bonds. During anytime that the Bonds are, held in book-entry form on .the- books of a Clearing Agency; the Commission, or the City 'is authorized to enter into a Blanket 'Letter of Representations, agreement with the Clearing Agency, and the provisions of any such Blanket Letter of •Representations or any successor agreement shall control on the matters set forth herein. Section 4. Execution and Delivery. The.Bondsshill,beexecuted+inthe=name of the City, acting for and on behalf of the Redevelopment District,, by the nianual or facsimile signature of the Mayor of the City, and, attested by the manual or facsimile signature of the Clerk-Treasurer, who shall cause the official seal of the City to be,impressed, or a facsimile thereof to be printed on;each ofthe Bonds. Subject.ta the provisions, for registration, the Bonds shall be negotiable under the laws of the State o f Indiana. The Bonds shall be autlteutkated -with 'the manual, signature of an authorized representative oQbe Registrar, ahd,no Bond' shall be valid orAobligitory for any purpose or be entitled to any security or benefit under this.Resolution.until the certificate of authentication.on such Bond shall-have been so-executed: The Mayor of the City is, hereby authorized to execute the Bonds with his manual or facsimile signature and the Clerk-Treasurer is :hereby authorized and directed to have 'the definitiveBondsprepared;'attest the Bonds with her manual or facsimile signature„and cause the seal of the City, to be.impressed-or a'facsimile.thereof to be printed on the Bonds, all in the,form and manner, herein provided. In case-any offi cer-whosc,signature appears on,the.Bonds shalt cease to hold that office before the delivery of the Bonds, the signature :shall nevertheless .be valid and..sufficient for. all purposes, the same as,if'such officer had remained=in office until't e delivery of the'Bonds. After.the'Bonds have been properly executed, the Clerk-Treasurer shall certify=the amount-the purchaser`•isto pay, together with"thc'name-and address of the purchaser, and upon receipt of the amount of payment, certified, deliver the, Bonds to the purchaser, The Clerk-Treasurevshall7take,a receipt for"the'Bohds delivered to the_ purchaser, pay the purchaser's payment into the respective funds hereinafter described, and report the proceedings to the Commission and the Common Council. Section 5. Redemption, The Bonds are subjectto'redemption prior to, stated maturity as follows: (a) The Bondsrnaturing•on a date not earlier than July 15, 2013'(such date to be set forth in the Clerk-Treasurer Certificate), and thereafter, shall be subject to redemption at the. option of the Commission, in whole or in part (and, if in part, in Authorized Denominations and in order of maturity determined by the Cormriission and. by'lot-wiihin any such,maturity or maturities in such'manner as may he designated'by the Registrar); on a date nor earlier than July 15, 2012 (such date to'be set forth-in the -9- INIMANI -739041 v5 Clerk-Treasurer's Certificate) or on any date thereafter, 'upon at least thirty (30) days' written notice to the registered owner or owners of the Bonds-to be redeemed, at a redemption price equal to one hundred' percent (100%) of the" principal amount of, the Bonds to be redeemed; plus accrued and unpaid interest on, the Bonds so'redeemed tothe redemption, date, and without premium. (b) The Borids,shall be siihject to mandatory redemption through operation of a sinking'fund as described below,at a redemption price of one hundred percent, (100%) of the principal amountof the,Bonds,to be redeemed, plus accrued and unpaid;interest on the.Bondvto be redeemed to the redemption date; and,without premium,.and, at, maturity, on January. 15 and/or duly 15,-of :the years and:ih the principal amounts set forth in the Clerk-Treasurer's' Certificate.and in the Bonds. (i) As and for a sinking fund for'the redemption'of the principal ofthe. Bonds, the Commission. will, until all of theBonds.are paid or payment thereof provided for cause to be depos'ited'with the Paying Agent on each date on which a mandatory redemption payment is.due .(each such, date being herein called a ?,'Sinking,Fund Payment, bate"), thesrequired amounts as set forth above. Each such payment shall be applied to the redemption of Bonds on such'Sinking Fund Payment.Dale, as set forth -above. Any redemption of less than the-entire unpaid principal amount.of.the Bonds pursuant;to Section.5(a) hereof shall,not relieve tile sinking-fund obligation°.under this Sbctioni5(6), (ii) The,-Registrar shall select the Bonds to be redeemed om each Sinking Fund`Payment Pate bylot in;thc manner specified in Sectioa,5(c) hereof. The redemption of such Bonds shall be made upon- the terms.. and in the inanner stated,in Section,5(d) hereof. (e) If "less than all the Bonds are to be redeemed, then for all purposes in connection with such redemption and the selection by lot of'the; Registrar of the outstanding Bonds to'be redeemed: pursuant-to Sections6(a) and 5(b) hereof, ;each Five Thousand Dollars ($5;000) of 'principal .amount of each outsiaudihl Bond in. a denomination greater than-Five;,Thousand Dollars ($5,000) shall be treated as though it were a separate Bond ofthe denomination of Five Thousand Dollars ($5,000). Far all purposes of this, Resolution, unless, the. context' otherwise requires, all provisions relating to the tredemption of Bonds shall" relate, in the case of any Bond redeemed;or to fie redeemed only in•part„to the portion of the principal,of'such Bond which has been or is to be "redeemed. With respedf to optional redemption of term bonds pursuant to Section 5(a) hereof, an, amount equal to the principal amount of such term bonds redeemed will be credited toward- the latest scheduled. mandatory sinking fund. payment or payments with, respect,to such term bonds, unless otherwise directed by'the Commission. (d) Unless waived,by any'holder'of Boiids'to ,be redeemed, official'-notice of any such redemption of Bonds shall be given by the Registrar on behalf of the Commission identifying;the Bonds, by.mailing a copy of an official redemption notice by -10- INIMANI 739041v5 first-class mail at least-thirty (30) daysand`.not more -than `sizty (60) days prior to the date fixed;for redemption,to,the, registered owner.:of the Bond or-Bonds to be redeemed at the address,shown on the-,Bond Register or-, t such other; address.as is furnished in writing by such,registered owner to the.Registrar; provided,,, howcver,`that-failure.to,giva such notice by mailing, or any'defect therein, with'respect.to any.Bond shall notaffect,ihe validity of any proceedings,forthe,redemption ofany'other Bond& All official, notices ofredemption;shalI be dated and shallstate : (1) The redemption date; (2) The fedemptionprice; (3) If less than all outstanding Bonds, are 'to be redeemed, the identification (and, in,the case;of partial redemption, the respective principal amounts) of,the Bonds to bc?redbemed; (4) That on the redemption date the-redemption pric , will become due and payable upon each such Bond or portion thereof called for redemption, and that,"interest, thereon shall cease.to accrue from and'after said date and; (5) The place where such Bonds are to be surrendered' for payrnerit of the redefption`-price, which-place. of-payment,:shall be the place provided for the,payment,of'the-principal of and premiumjf any, on the Bonds.. Prior to any redemption date the. Commission shall deposit with the Paying.Agent an amount of money sufficient ;to pay the redemption price of all.the_Bonds .or portions-of Bonds which are to be redeemed on that date. Official notice of redemption having been given as aforesaid, the Bonds or portions of,Bonds', so to be redeemed shall,'on the redemption date, become due and payable at the,redemption.price+therein specified, and from and after-such date folessthe Commission;shall default in,the paynientof the redemption.price) such;Bonds or portions of Bonds shall ceaseto bear `interest, Upon surrender of such Bonds for redemption in accordance with.said notice, such'Bonds shall be paid by the Paying Agent at: the, redemption price. Bondsredeemc&in part_may be exchanged for..a Bond' or.Bonds of the same,maturity in. Authorized, Denomi nations equal to the remaining.principal amount In addition to the foregoing notice,;further noticcsmay: bc-given.by the Registrar-as it deems appropriate by mail, publication or otherwise to registered securities depositories, national information servkcs;or others -containing, the above?information:andsuch further information as the Registrar may deem appropriate; but fie defect imsaid further notice, nor any,failureao" give all or any porhon;ofsuch furtherrnotice shall iii any manner'defeat the e€fectiveness ofa call.for redemption. if notice -thereof is given as above described. Section 6. Form of Bond:, The form and tenor of the,Bonds shall be substantially as follows (all blanksI6be. properly completed prior to the;preparation of the Bonds): -1 l - INUAXNI i3e041N [Form of Bond] STATE OF, INDIANA UNITED s'rATE&0F AMERICA COUNTY 'OF'IIAMILTON No. NAR- Interest Rate Registered Owner Principal Sum: CITY OF CAItMEL REDEVELOpM NT DISTRICT TAX INCREMEl4T REVENUE 130ND,`SLR1ES 2004A (ILLIN01S STREET PROJECT) Maturity Original Authentication Date Date Data' CUSIP Tile City-of Carmel,-in,the State of Indiana (the'"City");.acting for and, on behalf of the Redevelopment. District of the- City of Carmel, Indiana (the "Redevelopment°District"), which is'goveme&by tfie City:of Cannel Redevelopment Commission (thee"Commission'for value=received,'hereby pronnses'to pay in the-Registered Owner stated above„ or. registered .as`sigri, btit solely from 'the. Pledged Tax Increment. (as defined tin the hereinafter-defined •kesclution):and from other revenues of the Commission demibed below, the Piincipal Sum stated above, on the;Matunty Date'stated above, unless this 'boad shallhave previously been called for redemption and payment- of the redemption priee made'or provided for, and to pay-interest on said Principal Stun to the 11 Registered Owneinof this bond antil the Redevelopment District's obligation with respect to the payment'of said Principal Sum elan be discharged, at'the rate per-annum specified above fl`om the interest payment, date, next preceding die: date of`authUtication of this bond„unless'tbs'.bond?is,authenticat6d on orbefore _, 200'_, in which case the interest shall be paid from the Original Date stated above or unless' Ns':bond is authenticated between the last day of the calendar month immediately pieceding an interest'paymenf date and the interest payment date, in which case interest,shni he paid from such interest payment date. Interest is payable on 15, 200apd scuu"annuallythereafter on,-January 15,and July 15W,eachyear by check or, draft mailed or delivered ai least one. (1) business day prior to the payment dato Interest shall he calculated1on the basis of twelve (12)thitty (30)-day months for;a.tltree hundred sixty (360)-day year. The principal :of and premium, if any, on this bond are payable at the principal office of ;in the. of , Indiana, as Paying 'Agent (the '''Paying Agent") (which term shall include,any,successor Paying Agent). Interest on_this bond shall be,paid by check or draft mailed or delivered to the Registered. Owner hereof 'at the address as it appears on the boobs kept by in the of, Indiana, as'.Registrar (the "Registrar") (whichtermshall include any successor Registrar), for. theiregistrationandfar the transfer of;the.bonds _(thei"Bond Register") as;of the last'.day of the'calendar'month 'immediately preceding the interest 'payn ent date oraf such'other address as is provided to the Paying Agent, in,writing,by the Registered Owner. Notwithstanding the foregoing, if payment of principal or-interestis made"to a depository, "payment shalt be made:by wire transfer ob the payment date for same-day funds. All payments omthis bond shall be made in lawful' money' of. the-United , States of America. The bonds III ummng,on,any:"date are!issuable onlyJn filly registered form in denominations of _ Dollars ($) or any integral multiple thereof not exceeding,the'aggregate °principal amount'of the bonds maturing,un such date ('Authorized Denominations"). Thrs bond, together with, interest thereon; does not constitute a corporate obligation or'indebtedness of he City, but.the,same is an obligation of the RedevclopmentDistrict, which is a special taxing' district,locatedwithinthe _l2: IFnMAnn ,71904M City. The principal of and premium, if any, and interest on this'bond and'all other bonds of the issue of wbtch.ths bond is a,-part are payable solely -from the Pledged Tax Increment (or, to the _extent that, in•anyyear, the Pledged Tax increment, available-for repayment of principal.of and interest on the bonds is insufficient for,such repayment, then from funds received from Clarian Health Partners jnc: (the "Company") pursuant to a limited guaramtyagreement .to be entered into by the Company up to a maz_imum guaranteed, amount of One Million One Hundred Thousand Dollars ($1,00,0100) per _year). This bond.Ns one of an authorized: issue of bonds of the Redevelopment District in the aggregate,prvtcipal amount of Dollars ($ ), nurnbered consecutively from 04AR-i upwards, issued pursuant to a;resolution entitled "FINAL BOND, RESOLUTION pE' THE CITY OF CARMEN. REDEVELGPMENT COMMISSION A'UTHORIZIN'G THE 18SUANCE & Cfry OF CARMEL R.EDEVFLOPMrNT DISTRICT'TAX INCREMENT REVENUE BONDS FOR TIME PURPOSE OF RAISING SERVING `THE ILLINOIS STREET ECONOMIC DEVELOPMENT AREA" (Resolut i on No. (the Resolution"),;adopted by he4Commission on May 18, 20G4,and in st let compliance with Indiana Code 35-7-14 (the "Act"), for the purpose of<procuring funds to pay for%Ihe. cosi of property - acquisition; redevelopment and economic developmentjm:or,servingithe Illinois Street-Allocation, Area (the "Allocation Area"),located within the Illinois Street,Economic Development,Arcajincluding, in particular, the acquisition; and,constntetion,of- certain street and intersection improvements-in arserving the,Allocaiion Area (the "Project.')), together with a, sum sufficient to pay the estimated cost, of all expenses reasonably Ancurred tin connection with the ,acquisitioq redevelopment: and'economic development of the property inonserving the. Allocation Area, including the total cost and' necessary architectural, engineering,, legal, financing,, accounting, advertising, bond discount and supe vi'sory expensos related,to the'acgnisition, redevelopment and economic development of,the property; or the'issuarfce.of.the bonds, capitalized'mterestas permitted,by;the-Act [and a,debt service. reserve, for the bondsl;_and expcnses'thatthe Commission may be required,or permitted,to.pay as "relocation assistance" under Indiana, Code 8-23-17, together with,the expenses in,connection' with or on account of'the issuance of the bonds therefor, all as described in the Resolution. Reference Js hereby made to the Resolution for a description of the nature and extenCof the; rights; ditties and obligations of the owners of thebonds,dhe City and the Cbmmission.and.the terms.onwhich this bond=is issued, and to all the;provisions of the Resolution to which the oN,vner-hereof by, the acceptance ofthis,hond assents. The, bonds maturing on 'or after 15; 20 are sulject to redernplion atthe option of the Commission; in whole or in, part (and if: in- part; only'in Authoriied Denominations' and in order of maturity detemiEM by the Commission and bg-lot,within any such maturity or-mahiiities in;such.milliner as may be designated by the. Registrar); on any date on or after' 15,20 .,upon°at least thirty (30)?days' written notice to the registered owner or'owners of the bonds to be•redeemed, at a redemptiorrprice''nqual to'one.hu'ndred,pefcent (100%) 6f the principal amount of the bonds to be redeemed,„plus accrued and unpaid interest on the bonds so redeemed 'to therrMemption date, and Without premium. [The bonds maturing on 15, 20_ are subjectJo nrandato'ry;sinking,fund,redemption on the dates and in the principal amounts set forth below, through the operation of:a'sii4cio fund; at a redem`p'tion price equal to one hundred percent (100%) of the'principal amount to be redecined; plus acented and unpaid interest to the redemption date, ahd withoid premium: T?ruicipal Date Amount *Final Maturity] [Any bonds that have been iedeemed'(other than.pursuant to. mandatory sinking fund redemption) or delivered for cancellation or purchased for cancellation and not theretofore applied as a credit against any mandatory sinking fund' requuementshall be credited against the currentmandatory sinking fund requ rement for, the bands. Each bond of such ma . turity so delivered or canceled?shall,be credited atone hundred percent (100%) of-the,principal -1-3- WIMANI 739041v5 amount thereof again'stthe current mandatory sinking fund requirement, and the principal amount of bonds of'such maturity to'be; redeemed on such mandatory sinking fund redemption date'by-operation of the mandatory sinking fund requiiement shall be, accordingly. reduced;,provrdedhowever, that such bonds shall only be credited to the extent redeemed or received,on or. before forty-five (45) days, preceding the applicable mandatory sinking fund redemption date.] Unless waived-by any holder of bonds to: be, redeemed, official notice. of anysuch redemption shall be given by the Registrar on behalf of the Commission by mailing a copy of an official redemption notice by first-class' mail atleast thiity (30) days and not more than sixty(60) days prior to'the date'fixed for redemption to the 'registered owner of the hand orbonds to, be redeemed at the address shown on.the Bond Register or -it such other address,as is furnished in writing hysuch registered owner to the Registrar;provided, however„that failure to ,give such notice, or any defect'therein,,wnth respect to any bond shall not affect the validity•of any proceedings for the,redemptiomof other bonds. Official notice of redemgtion,having been given, as aforesaid, the bonds, or portions ofborids4so to be redeemed shall, on, the redemption date, become due, and payable at the redemption price th&6inlspecified', and from and after such date(unless.- the Commission shall default in the payment of the`iedemption;pricb)`such bonds or portions of bonds sliall cease to bear,interest. Upon surrender of such bonds for redemption in accordance with said notice,.sucfr bonds?shslhbe paid by fhe?Paying,Agent . at the redemption'price,Bond s-redeemed ih,part,may be ,exchanged fora;bond or hands of the same maturity in Authorized Denominations equal to the remsining principal amount, The Redevelopment District reserves the right [n authorize aiid issue ?additiona I bonds or other obligations payable out of die Pledged Tax.Inchiment or',tobtherwisc.make additional.pledges of -the Pledged Tax. Increment, >raul ug,on a panty•with'the,pledge'of the,Pledged Tax`Incremcnt to the payment of this bond, far the purpose of raising money for future property acquisition, redevelopment. and economic development, in or serving the Allocation Area of for'refundirig outstandingpbonds`of this issue,- all subject to.certain'requirements as set.forth in the Resolution. In addition; additional bonds. or. pledges, junior"to, the bonds authorized by the.Resolution_(with respect to,the Pledged Tax Increment) , may be'issued-in accordancewith,the`terms of the Resolution. This bond`-ie'transferable or exchangeable orlyupon the Bond Register by.the.Registered Owner,hereof,in person, or byhis' attorneyduiyauthorized in'rvriling;'uponsurrender-af this bond together with a written instrument of transfer of exchange-sansfactory , to fire Registrar.'duly, executed by the Registered Owner or his,attorncy duly authorized in writing and-theretipon a new hilly registered bond ar bonds in The same aggregate principal amount and of the same maturity shall be executed and delivered M the name of the transferee or transferees or the Registered Owner, as the-case:may be, in exchange therefor. This,,band may be,transferred:or exchanged without cost.to the Registered Owner-except-for any-tax or'governmental charge required to,be.paid.with respectdo the exchange, The Regisrar shall not be required;to transferor exchange this bond,if it has been called for redemption ordering the period from the last day of any calen&mrnonth immediately preceding an interest' payment' date to such interest payment, date. , Subject to the provisions-for, registration, this bond is.negotiable tinder the laws,oftheState of Indiana. The City, the Commission, the Registrar and the Paying Agent may treat end considerrthe`person'inwhose narne.this bond is registered as theabsolute, owner hereof fbi-All.purposes? ncluding forthe purpose of receiving payment of, or:onace.ount.of, the-principal hereof and interest due hereon. In the manner,provided in the Resolution,. the.Resolumul and the rights'=and obligations' of the Commission and of the owner , of the bonds may (with certaia`exceptions as'stated=in the Resolutiotif be modified or amended with the consent of.the owners of afleast a majority in aggregate principalamount of outstanding bonds exclusive of -bond s„if any, owned bythe Commission or the City. .In the event,this bond is-mutilated, lost,.smlen of destroyed; tlle.Citymay execute and die-Registrar may authenticate anew bond of like date; maturity,and d mornination as this bond, which new bond sliall be marked^in a manner to distinguish it (from this bond; provided, that in'lthe,case;of this bond being mutilated, this-bond;shall first. be;sutrendered to;the'City and, the Registrar, and,in,the case 'oftfiis+bondbetng lost; stolen of destroyed, there. shall -14- EN[MAN[ 73904M first 6c auriiislted'to the City and "the°Registrar evidence of such1os`s; thetto'r'destiucfion'satisfactory'to the City and the Registrar, together with indemnity satisfactory to them. In the event that this.bond;'being,lost, stolen-or destroyed, p ty'and,the•Re istrar ma u oniecety ity satisfactory tto them„ pay thisbond issuing without duplicate mdemn e surrendef he eof.. The, City and tl e:Registrar-may charge the owner of-this bond with their reasonabk''fces and expensed in connection with.the above. :Every substitute bond issued by.reason,of.this bond being lost; stolen or destroyed shall, with respect to'this bond, constitute a ,substitute contractual obligation of,the.City, actingr'for and on behalf of the Redevelopment District,. whether,or not this bond; being lost, stolen or destroyed shall..be found at any time,`andshall'be entitled to'all the benefits of tha'Resolution, equally and proportionately with any and all other bonds duly issued thereunder. The`Registrar or Paying Agent may'at'any timc.resign,as'-Registrar. or,Paying Agent by giving tl uty.(30) days' written notice to,the Corn missiciwand-by.first-class mail to the registered owners.oftionds then must anding, and;such resignation will take effect at the end= of such thirty (30) "days ohtupon the earlier appointment of a successor-Registrar orPaying Agcnt,,as the case maybe, by the Cotnrnissron. Such notice to the•Cotnmission may be served personally or be sent by registered trail. The Regisuar ortlieiPaying Agent may 6e•removed at any time as Registrar or Paying Agent by the Cotnnussion; in which event the Commission-may appoint a successor:Regisirar or Piping Agent _as tlte.case maybe. 'Me Coriimission shall cause. the?Regt`stered Owner-of this bond t'6 be notified, i ,Aen outstanding by first-class mail; of the removal-of the Registrar or Paying Agent: Notices to registered owners of bonds.'shall be deemed to be given when mailM by first-class"s mail to the addresses,of such registered owners as,theyappear'in the-registration 6dukHkept by the Rdgistrar., If ihis'boud'eir-.nportion thereof shall have Become due and payable in accordance, with its terms or shall live been duly called for redemption or ti-revocalile.instructions to call this.bond'or a portion thereof for redemption shall have been given, and tlic whale amount of the principal of and. premium, if any, and interest so due and payable upon all of this bond or a portion thereof then outstanding.shall'be paid or (i) sufficient moneys„ or (ii) direct obligations pf, or obligations the principal of and; interest on which are unconditionally guaranteed,by, the United States of America, the principal of and'the interest on which when due will provide spfficientmoneys for such purpose, or (ni);time cernficates;of deposit fully secured as to both principal and interest by obligations of the kind,descnbed'tg (ii) above,of a bank or, bariks the principal, of and`tnteresion which when due-will provide sufficient moneys far such ptupose„shall be held in trust, for such.pu3pose, and provi6cirshall also have been made for paying all fees and expenses :in connection, with the redemption then and, inrbatcase this hand or such portion thereof shall' no longer be deemed outstanding or an indebtedness of the, Rede'velopmentDistrrct. Itis.hereby certitied;and recited thatch acts; conditions and things'requiied'by law and the-Constitrition of the State of Indiana to b,e done, precedent to and in the execution, issuance, sale;and delivery'of this bond have been properlydone, happened and performed in regular and due form as prescribed by law, and thatthe issuance of this bond by the Redevelopment, District does not cause, any constitutional or statutory' limitation of indebtedness to be exceeded. This bon&shalLnotbe valid or become obligatory for ahy,,pu posetor be entitled to any security or benefit under the Resolution authorizing this bond until the certificate. of authentication hereon; shall-ti`ave been duly executed by an authorized, representative of the Registrar. IN WITNESS WHEREOF, the City of Carmel Re"development.Commission has caused this.bond'to be executed in the name°of the City 617 Carmel, Indiana acting for and ontiehaif of the Redevelopment District of the City of:Carmel, Indiana; by the` rnanual•orfacsimiie signature of the,Mayor of said' City and =attested by the manual or facsimilevsignature of the Clerk=Treasurer:of said Cky,.wfio has caused the seal.of_said City to be impressed or a. facsimile thereof to be pi inted'hereon. -15- IMMAN1,739a410 CITY OF CARMEL, INDIANA (Seal) ATTEST`. Clerk Treasurer Registrar's Cirtificate,of Authentication This bond is one of'the bonds described linthe,within-mentioned Resolution.. as Regist ar Authorized. Representative The, following abbreviations; when used' in the inscription,of the face of'this.bond, shall be construed as thoughthey were written out in frill according; to applicable laws, or regulations: TEN. COM. as tenants in common TEN. ENT, as_tena"nts'bythe entireties ]T. TEN. as jointtenants'withright of survivorship'arfd'not as tenants ' in+common UNIF. GIFT MIN, ACf' Custodian (Cost,) '(Minor) under Uniform Gifts'to'Minors Act of (State) Additional abbreviations may also be used although notinthe above list. Assignment For value received,;the undersigned hereby.sells=and transfers;unto (Please print or typewrite.name andaddress of transferee) this-.bond and all rights hereunder and hereby irrevocably constitutes and appoints attorney, to transfer this bond on'the.books .kept for the registration hereof with, full power of substitution in the premises. Signature Guaranteed (NOTICE: Srgnanue(s) must be guaranteed by an eligible. guarantor institution participating, in a Securities "Transfer Assee_iaiion recognized signature guaraptee program.) (NOTICE:, The'signature above must correspond`with the name pf-the Registered Owner as,ihappears on the front.of this bond'in,every particular without alteration or enlargement or any change whatsoever), [End of Bond Forth] INIMANI 739041v5 Section---.7. Funds:and Accounts. (a) There. are-hereby,created and. established in the Allocation Fund a Tax Increment Revenue Account (into which all Tax Increment'reeeived'shall,kie deposited pursuant to Indiana>Code.36-7-14-39), a Pledged Tax Increment Revenue Sabaccountaof the Tax„Incremen# Revenue,: Account (into which all. Pledged Tax Incremeni received shall be deposited and field in,reserve for payment of debt ,service on the Bonds pursuant to this Resolutioin,and,Indiana Code`36-74'4;39), a Bond,principal and Interest Account, a"Reserve Account (if, determined to be,necessary as provided below); and a General Account, each of which the Clerk-Treasurer, the Commission and the Department hereby covenant and agree to cause to be kept and maintained. On or before the first.January -1 or July 1 after the issuance of the Bonds; and. on or before each July-1 and January 1 thereafter, all moncys.in the, I Pledged-Tax Increment Revenue Subaccount shall be set aside in the following accounts within the Allocation. Fund, in. the following- order of priority: (1) Bond Principal and Interest Account. There shall be set aside within the Allocatian_Fund and deposited into "the Bond Principal and. Interest Account from,the Pledged Tax Increment, to the extent available and'on deposit, in,the Pledged Tax Increment;, Revenue Subaccount, an amount?of`money which, together with any money contained therein, is equal to the,aggregate amount.of the=principal and interest due during that bond year-with respect to the'Bonds. To the extent that there is notsufficient Pledged Tax Increment available 'in the Bond Principal and, Interest Account-,6n each July 13 or January 13 (or such earlier dates that may be provided in the Guaranty) to pay, the amount of the principal and 'interest due on the next succeeding July.l'S or January 15 with respect to the Bonds, then= a sufficient amount of revenues available from payments made by the Company under the Guaranty, shall be'deposited,in the Band Principal arid,lnterest Account on or before July t5 or January 15 (or such earlier dates thatmay be provided rin.therGuaranty), as appicable, in an'amount of money which, together with any money contained -therein,, is equal. to the. aggregate amount,of the pr ncipal and interest due "with respeGf to the Bonds on, the'next,succeeding July 15 or January 15 (provided, however,'thatthe.payments, due under.the Guaianty'in,'anyone bond year shall not exceed One Million .One, .Hundred Thousand Dollars ($1,100,000)): The President of the Commission: shall approve the, form of the Guaranty prior. to the issuance of the Bonds. For this purpose; a "band year." shall be deemed to be a year to and including January 15. No deposit need be made into the Bond Principal and. Interest, Account if the amount contained. therein is•at,lcast. equal to, the aggregate: amount of principal and interest duc and`payable with"respect to the Bonds'duiing the remainder of tbat bond=year. All.money in the Bond'Principal and Interest Account-9hall be used and'withdrawn solely-for the_ pi rpose of paying the, interest on and the principal ofthe Bonds as it shall'become dueand payable to the extent it is-, required therefor (including 'accrued iffteres# on any.Bonds purchased or redeemed-prior to maturity). 47- 1N[MANl 7390410 (2) Reserve .Account., Except., ,as provided below in this Section 7(4(2), thereshall beset aside from the AIlgcation Fund and deposited in the. Reserve Account; from the Pledged. Tax Increment. Revenue Account an amount of money that shall be:'regbired to ina ntain,the'Reserve. Account?ru the full amount of'•ihe.Debt Service-Reserve Requirement (as defined below). No depo'sit,need'bemade in the Reserve Account so long as there shall be on deposit 'therein 'a sum equal to the least of (i) the-maximum yam ual debt, ervice on the Bonds, or (ii) one hundred twenty4ive percent (125%) of the average annualdebt service: on the Bonds, or (iii) ten percent (10%) o'f•tbe?proceeds of the Bonds, within the;meaning of-Section 148(d) of the Internal: Revenue Codc'of 1986; as amended (the "Code") (the "Debt Service Reserve Requirement"). Amounts.in ,the Reserve.Account shall secure the Bonds. All money in. the Reserve Accoua shall be used and withdrawn' by the City ;solely for the purpose of making, deposits into the Bond Principal and Interest Account, in',the event of any deft6eney at any'timein such account, or for the:purposeof paying the,interest-on or principal of or "redemption premiums; if any; on the.,Bonds in the. event that no, other rnoney.is°iawfully available therefor, except that so, long,as there is no default hereunder anyamouut in the Reserve Account, in excess of the. Debt. Service Reserve Requirement shall`bc withdrawn from the Reserve Recount and deposited.in the General Account. Money in the Reserve: Account shall also be available to make the final payments ofIinterest and prii1cipal.on the Bonds. 'Notwithstanding-ahything,iri this Resolution to the contrary;.the provisions of This°suhparagraph (2)?and the other provisions in this Resolution'relating to the Reserve Account'shall only apply in the event that the Clerk-Treasurer, upon the advice of the President, of the Commission; the Commissicu's attorney and the Commission's financial-advisor,, determines prior to the sale of the Bonds that a reserve for the. Bonds is necessary in order lo sell the Bonds. if no such determination is made; then all provisions of this Resolution relating= to, the Reserve' Account shall be of no force. Any such determination by the Clerk- Treasurershall beset forth to the•Clerk-Treasuier's.Ccrtifrcate. Additionally, the Clerk-Treasurer, upon the advice of the President" of the Ccmenission, the Commission's attomey. and:thc Commission's financial advisor, shall determine prior:to the sale of=the Bonds whether the DebCServrce Reserve, Requirement, if any, will be_ met either by Bond, proceeds or from revenues over a, period not 'cxceedinggfve,(5) years;,br a combination theieof, with any such il,owrmination'to be set forth in the. Clerk=Treasurer's Certificate. Upon execution, the Clerk-Treasurer's Certificate<shall.be appended to this Resolution, and the terms of the Clerk-Treasurer's Certificate shall be incorporated herein and,made a part hereof: (3) General Account, The remaining amounts in the Pledged Tax .Increment Revenue'Subaccount shall be deposited into the General Account of the Allocation Fund arAbe available only to do one or4more of the,following? -18- :twtaMNI 77904M (i) Pay the principal, of and interest on any obligations (including the Bonds) payable solely from allocated aax proceeds,which ar.Cincurred'by the Redevelopment`District for; the purpose of financing or- refinancing the redevelopment or economic developmeut of the Allocation Area;; (ii) Establish, augment, or restore the debt service reserve for bonds (including the Bonds) payable solely or-in part from atlocated'tax .proceeds in the,AllocationArea; (iii) Pay the principal of and interest on bonds payable from allocated tax proceeds iwthe Allocation. Area and from the special tax levied under Section 27 of,the Act;, (iv) Pay' fhe,.,principal of and interest. on bonds issued by th"e City to pay for local publicimprovements in. or serving the Allocation Area; (y) Pay premiums on the redemption before maturity of bonds payable,solely° or in part from allocated tax proceeds :in the -Allocation Area; (vi) Make 'payments on leases' payable from allocated tax proceeds in the Allocation Area underSection,25.2'of the Act; (vii) Reimburse the City;for expenditures made by the City for local public improvements (which ihclude buildingsi parking facilities and other items described 'in -Section-2510 of the Act) in or serving the Allocation Area; (viii) Reimburse. the City `for- rentals paid' by the City for a building or parking facility in or serving the Allocation,Area under any lease entered OAP under:Indiana.Code 36-1-10;. (ix) Pay all or a,portionof a property tax replacement. credit-to taxpayers in the Allocation Area as determined by the Commission pursuant to. Section 39 of the Act; (x) Pay expenses.'incurred by the Commission.for'locai public improvements that are in`the Allocation Area or serving`the Allocation Area (including buildings,, parking facilities and' other items. described in Section 25.1(a) of the Act); or (xi) Reimburse:public and private entities for expenses incurred in training.employees-of industrial facilitiemhat qualify;under the Act, provided, however, that if further uses of,property'tax proceeds allocated to the Allocation Fund.are authorized or permitted by:amendmenkto'tlie-Act, including INIMAN3. 739041,5 -19,. Section 39 of the Act; those usesshall also bb'authorized or permitted for property tax proceeds allocated to the Allocation Fund. (b) When.the money in the Allocation Fund,is sufficient,to pay when due, all principal, and interest payments for 'that bond year on bonds (including the 'Bonds) described in Section 7(a) hereof; and. is not needed' for, that year 'for the other purposes described in. Section 7(a) hereof, (including; without limitation„ the maintaining of property taxes collected in, a given year in. the Allocation, Fund as a reserve to, pay principal and interest on bonds payable in the yearsfollowing,sueh year of collection in the manner and atthe,times specified herein); money in the=Allocation Fund,in excess of that, amount (tire "Excess Funds") shall be paid to the, Clurk -Treasurer . who shall; during the time a' part of the Allocation Area is ;located in an enterprise zone created--under Indiana Code 44' 6:1, deposit such Excess Funds in a special, fund created for the enterprise zone acid used as: required by'law; provided, however, that to the extent portions of the Allocation Area are not within the enterprise zone, the Excess, Funds deposited :'into the special fund shall be reduced on, a pro rata; basis based on Ithe, pereentage of the ente'iprise zone contained in the Allocation Area as provided in Section 39(g) of the Act. When?no part `ofthe Allocation Area is located in;an enterprise zone,then fl e,Excess Funds shall be deposited'as provided' in Section-I(c) hereof. (c) Except asrprovided'in Section 7(b) hereof,'before July 15 of each year;-the Commission shall (i) determine the amount, if any, of Excess Funds in the following year; and (ii) notify the Auditor of Hamilion County, Indiana, of the,amount;, if any, of the Excess. Funds that the Commission has, determined 'may be paid to `the respective taxing•units entitled thcreto,,provided,that the Commission,may not authorize--a payment 'to 'the respective taxing, units under this subsection- if to do so would endanger' the. interests of'the holders of the bonds (including the Bonds) described in Section 7(a)• hereof. The Pledged Tax Increment, other than the Excess Funds, shall be irrevocably pledged for the purposes-set.forth in ttus',Section 7. Additionally, any ainounts received from the Company pursuant to the Guaranty shall be irrevocably pledged for the purposes set. forth in this Section 7. All, money in the.Bond principal and Interest Account representing, Pledged Tax Increment and amounts received from the; Company'pursuant to the Guaranty" shall be held in trust"for'the benefit of the. holders of the Bonds and'.shall be applied; used and withdrawn only for the purposes authorized -in this Section 7. Tlie- proceeds of, the. .Allocation Fund shall be deposited with, a legally qualified depository or, depositories for funds, of-the City as now provided`bylawi'and shall'be;segregated and,kept separate and apart from 611 other funds of the City and may be;invested as permitted by law. Interest, earned in each account or fund_established _under-this Resolution shall be credited.thereto, except than the amount: of funds `in the Reserve: Account,,if-any,,shall:ndt,exceed'the:I7e6t Service. Reserve 'Reguirement,, and any such excess shall be deposited into the. General Account. --20- NIMAxi°735641 vs Section's. Additional Pledges ofPledged Tax Increment. (a) The Redevelopment District. reserves the right to authorize and issue additional bonds.or-other obligations ("Parity Bonds") payable out of'tbe Pledged Tax increment.or-#q otherwise make_additional'pledges ("ParityPledges") of the Pledged Tax Increment, ranking on. "a parity with the pledge of the Pledged Tax Increment to the payment of the Bonds authorized-`by this Resolution and payable ratably from, the Pledged Tax Increment for the purposeof raisin g;money for future.?property acquisition arid redevelopment in. or,serving the Allocation, Area or for refunding any previously issued and,outstanding Bonds. in'the event, any Parity Bonds are issued;or.ParityPledges are made PuTsuant to this Section 8,:thc term "Bonds" in this Resolution shall, unless the context otherwise-requires, be deemed to refar,to the bonds authorized to, be issued by this Resolution and any such ;then previously issued Parity Bonds` and ParityPledges. The authorization and-issuance.of.Parity Bonds and Parity'Pledges shall be subject to the following conditions•precedent: (i) All interest and'principal payments-with-respect to all obligations payable from the Pledged Tax' Increment.shall be current to date with no payment in arrears; (ii) If there has been a determination that `a reserve shall' be.held=for the Bonds=as1escribed in Seation'70M Imereof, the balance in'the Reserve'Aceount shall equal the Debt Service 'Reserve Requirement, or, to the extent that the Reserve -Account is 'funded by revenues over a .period of, tune, all periodic deposits have been made to the. Reserve Account as required by the Clerk-Treasurer's-Certificate; as described in Section 7(a)(2) hereof; (iii) Payment`s bn any ParityBonds,-Parity Pledges or junior-obligations payable 'from Pledged Tax- Increment (either principal maturities, mandatory sinking fimd.payments or otherwise) shall be payable semiarmuallyon January 15 and July 15 of each year; and (iv) The Commission shalhhave'received a certificate prepared by an independent, certified public accountant, or an independent,. financial consultant (the "Certifier") certifying that, the Pledged Tax' increment estimated to be received in eacliesucceeding year, adjusted.avprovided belowi is estimated to be equal to at least onp;hiindred fifty-percent (150%q) of the principal and interest requirements of all obligations of the Redevelopment District ,payable from 'P.ledged'Tax:Inerement>for each.respective year during the term of the Bonds and the Parity Bonds and Parity Pledges. In estimating'the Pledged Tax ,Increment to be,received.in any future year,`the Certifier-shall base the calculation omassesscd valuationaactually assessed as of the assessment date, immediately preceding the issuance of the Parity Bonds. or Parity Pledges;, provided,, that the Certifier shall adjuwassessed values for the property tax abatements granted to'property owners in the Allocation Area and may take into?,aecounf"She ef_fegof reassessment on Pledged Tax-Increment, to the:exteut it can be reasonably estimated'. No increase, in the,Pledged'Tax,Increment to be'received.imany-futurc,years,shall be estimated- rNIMANI 73904lv5 which results from projected. inflation in property values or tax rates. Notwithstanding the foregoing, if Parity Bonds are to'be'.issued for the purpose of refunding Bonds, then the, requirements of this subsection(N) need not be satisfied so long, as the, refundin?,bonds:do not _h66e a,maturity longer-than the Bon&being refunded, andthe debt service of the refunding bonds-is,less than or equal to the debt service on the Bonds being refunded'-in each.year.. The Commission; shall; approve and corifirmthe,fihdings and•estimates set forth in the above=described-.certificate in any supplemental resolution authorizingthe issuance,of Parity,Bonds or the,making of Parity Pledges. (b) Except as otherwise. piovided in this Section 8, so 'long as, any of the Bonds are outstanding,,no additional bonds-or other obligations plec3gin&any, portion.-of the Pledged Tax, Increment shall be authorized, executed orissued by the City or the Commission Acting for `and on behalf of the RedevelopmpWDistrict except such as shall be-made subordinate and:junior.in all respects to the Bonds„finless all 'of the Bonds are redeemed and retired coincidentally with the delivery of such additional bonds, bond anticipation notes, or other obligations, or, as provided in Section 13 hereof,,, funds sufficient to effect such redemptionare,available and set aside for, that purpose at the time of issuancep f: "such additional bonds or other obligations. Notwithstanding anything herein °to the contrary, the, Tax Increment (other than the Pledged Tax, Increment) is not-pledged to or•available.for'the paymeni.of the Bonds, and such Tax Increment (otlrer than,the Pledged-Tax Increment) maybe pledged to the paymerit.of other bonds or other obligations without limitation, subject, to the resolutions, ordinances or agreements relating.to the pledge of such Tax increment (other than the. Pledged 'Fax Increment). 'Section 9, Deposit' of Proceeds of Bonds, Proceeds received from the sale of the Bonds shall be deposited as follows; (a) All accrued interest received at the. time of the delivery of the Bonds;, if 'any,,plus such additional, amount as,-,the Commission shall determine with the advice of =its financial advisor is acquired for capitalized interest. on the Bonds, if any (such amounts, if any, to be set forth in the Clerk-Treasurer's Certificate) shall be deposited in the Bond Priricipal and Interest-Account; (b) Iftherehas been a determination'thata reserve shall be held for the Bonds and that all or a,portion of such reserve shall be%fimdcd by Bond proceeds as descri bed in Section 7(a)(2)'fiereof, an amount equal to the, Debt Service Reserve Requirement: (or. such,portion.of the Debt Service Res erve.Requirement'to be funded from Bond,procceds, as provided in the Clerk-Treasurer's Certificate) shall be deposited ;in the Reserve Account; and (c) The remaining proceeds from the sale;of the Bonds shall be deposited in a special fimd.to be designated as the "City of Carmel. Illinois,Street 2004 Capital `Fund" (the "Capital •l~und"). -22- INIMAN ['7390410 Section 10. Capital Fund: Proceeds deposited-in the Capital Fund shall'be deposited, with a'legally qualified depository or depositories forrfunds of the city as now provided-by law' and shall'be segregated and kept separaie abd,apart from all other, funds of the City and'may.be invested as permitted by law. The proceeds in,the*Capital Fund shall be expended only for the purpose, of paying the cost ofp opetty acquisition, redevelopment and economic; development in or serving 'the Allocation Area (including, in particular; the Project), together with a sum sufficieni.to pay the estimated cost of all expenses, reasonably incurred, in:connection with the acquisition, redevelopment i hd economic development of the propeiy in or serving the Allocation Area, including the total cost of -all land, rights-of-,way and other property to be acquired, redeveloped and economically developed, all reasonable and, necessary architectural, engineering; legal, financing; accounting, advertising, -,bond discount and supervisory expenses related to the acquisition; redevelopment and economic development of the property or the issuance ofthe Bonds, and expenses,that the Coniiirission.may be requiied'©rpermitted to pay as "relocation, assistance" under' Indiana Code.8-23-17, together with the° expenses 'in connection with or on accountof the issuance of`the, Bonds,- Any balance or balances remaining in the Capital Fund after the completion of property acquisition„ redevelopment and' economic development-in.or serving-the Allocation Area which arc not required to meet unpaid obligations incurred in connection with tb&property acquisition,, redevelopment and economic development in or serving the Allocation.Arewand issuance of'the Bonds, shall'be.either (i);deposited;in the .Bond Principal and Interest Account and used solely forthe.purposes of that-account or (ii) used by the Commission for other property acquisition, 'redevelopment and economic development that is in or,serving the Allocation Area: Section 71. Sale,of Bonds. (a) The Bonds shall:be sold by private, negotiated,sale; as provided'by`Indiana Code 35-.7-14-25:1(8), to the purchaser or purchasem selected by the Commission, at: a price of not less than ninety-nine percent (99.0%) of par plus-accrued-interest if any,, to the date of deiiyery of the Bongs, The Clerk=Treasurer and the President. of the Commission,may negotiate.a purchase agreement to be. entered into with respect to the purchase of the Bonds (the "Bond Purchase Agreement"),;and either the Clerk,Treasurer or the President of the Commission is hereby authorized•to execute and deliver,the'Bond Purchase Agreement The Clerk-Treasurer and the President of the Commission are further authorized to carry out, on behalf of the City and"the. Commission, the lenns and condiiions-set forth in°the Bond Purchase Agreement,.consistent, with .the provisions,°of this Resolution. (b) The 'President of the>Commission. and/or the Clerk-Treasurer is hereby authorized to deem any,preliminary'official statemenf'or other offering document relating, to the issuance of;the Bonds to be a "final" official statement as of its date for the purposes-o"f.andto`the'extent required, by Rule 1`562,-1.2 of the Securities and Exchange. Commission. The President of the Commission and/orthe:.Clerk-Treasurer is hereby authonzed;and directed,to execute ar, d.deliver, on.behalf'of`the Redevelopment District„ the final official statement relating to the issuance of the Bonds with'gueh changes or, additions as'maybe necessary, or appropriate, the approval of such changes or-additions by the President of the, Commission and/a the Clerk-Treasurer to be conclusively -23- INIMANI;73904M evidenced by ihc? execution and delivery of the 'final- official statement relating to the issuance of the Bonds. (c) The President of the Commission and/or the Clerk= Treasurer is hereby authorized, and directed to obtain a legal opinion as,io the validity of the Bonds from Baker,& Daniels, bond counsel, of Indianapolis,-Indiana, and to furnish such opHon.to the purchaser of the Bonds. The cost of said opinion shall be considered as part of the costs incidental to these proceedings and shall be paid out of the proceeds ofAhe Bonds, as appropriate: (d) The President of the Commission and/or the Clerk-Treasurer'is hereby authorized'and directed to, execute and;deliver a continuing disclosure undertaking or to enter-into a continuing disclosure.agreement'with a counter party, pursuant to which the Commission would agree-to provide certain continuing disclosure information, all to the extent required for the purpose of inducing a purchaser to purchase the Bonds..and to comply with-the provisions of Rule I Sc2-12 of the Securities and' Exchange Cons irission. Section 12. Tax Exemption, In order to preserve the exclusion from gross income of interest on the Bonds;nnder'federal law and as an inducement to the purchasers .of"the.Bonds, the Commission on behal,f°of:the RedevelopmentsDi'strict represents, covenants<and agrees that: (a) No person or entity or any combination thereof; other than the Redevelopment District; the City or another."governmental unit"=within the meaning of Section-141(b)(6) and, Section 450(a)(2) of the Code ("Governmental Unit"), will-use more than, ten percent (10%) of'the proceeds of the-Bonds.or property fmanced by said proceeds other than as a mernbe'r of the general public. No person or entity 'or any combination thereof, other than the Redevelopment District or another Governmental Unit„ will' own.more thanten percent, (10%0) of property financed-by Bond proceeds or will have actual or beneficial use of more than ten, percent, (10%o) of such property pursuant to alease, a management or incentive payment contract,,, an ;arrangement such.as a take-or-pay or other type:of"output contract ar,any otlier type of'ariangement that differentiatesthat•person's or entity's use of such,property from the use by the'p%blic ate large of `such :property, except pursuant to a :management or similar contract which sat . isfres.the.requirements of IRS Revenue Procedure 97=13. (b) Not more-than ten percent (10%) of the bond proceeds will be loaned to aliy entity or persona Na Bond -proceeds will be transferred directly, or indirectly transferred or:deemed 'transferred, to a'person other than a Governmental Unit-in a; fashion that would' in substance constitute a loan of said Bond proceeds. (c) The Redevelopment District will. not take any action or fail to take. any action with. respect to the Bonds-that would resultiri the-loss of the exclusion from gross income-for federal tax purposes.of interest<on.the Bonds pursuant"to Section 103(a) of the, Code, asrin effect on the date; of'delivery of-the Bonds, nor will the Commission act in, any manner :which would adversely affect. such exclusion. The Commission ?further covenants that AV- III not make any- iMstmetit,or do any other, act or thing during the period-that any Bond.is'outstanding hereunder which would cause any Bond to be an <24- INIMANI`739941v5 "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 Bonds. The Commission shall, comply with the arbitrage rebate requirements under Section 148 of the Code to the extent applicable. (d) All officers; members, employees and agents of the. Commission„ the Department,and.the City are authorized.and directed to provide certifications'offactsand estimates that are material to the reasonable expectations of the Commission. as of'the date the Bonds.are issued and to enter into covenants on behalf of'the Commission evidencing the Commission's commitments made. herein. in particular, all or any officers, members, employees and agents of the Commission, the Department and the City are authorized to certify and/or enter into covenants, for the Redevelopment District regarding the facts and circurnstances,and.reasonable expectations:of the Commission on the date the Bonds.are issued andl , he commitments made by'the Commission herein regarding.the.amount and use of;the.proceeds of the Bonds. (e) Notwithstanding any other, provisions of'this Resolution, the covenants and authorizations contained. in this Resolution (the "Tax Sections") which are designed to;preserve,the exclusion of interest on the Bonds from gross income under federal law. (the "Tax Exemption") need; not be complied with if'the Redevelopment Districtreceives an, opinion of bond counsel that any Tax Section is unnecessary to preserverthe Tax Exemption. Section, 13. Defeasance. Tf, wwhen, the Bonds or a:,portion thereof shall have become due and payable in accordance with their terms or•sha11 have been duly called: for ndetnption_or irrevocable instructions to :call the Bonds or a portion thereof for redemption shall--have been given, and the whole amount, of the principal of'and_premiinn, if-any,.and interest so due and payable upon.all of the Bonds ora portion: thereof then outstanding shall be paid or (i) sufficient moneys,,or (ii) direct. obligations?,of, or obligations the principal, of land interest on which are unconditionally.guaranteed'by;`the United States of America, the_principal ofand the interest on which when due will provide sufficient moneys for such. purpose, or (iii)_time certificates of deposit fully secured as to both principal.and interest by obligations of.thekind described in (ii) above of-a bank or banks"the principal of and-interest on which when-due Will provide sufficient moneys-for such purpose, shall be held in,trust for such purpose, and provision.shall also have been.made:for paying all fees°and expenses in connection with the7edeiript on, then,and in.that case the Bonds onsuch portion thereof issued hereunder`§hal1..no.longer.be?deemed outstanding or an indebtedness off the Redevelopment District., Section 14. Supplemental Resolution *Without Consent: Tlie:.Commission.may, -from time to.time and at,any:time, without the consent of or;noiice'to, any of the owners of the Bonds, adopt :resolutions supplemental hereto (which supplemental resolutions. shall thereafter form a part hereof) for any one.or more of the following purposes; (a) To cure' any ambiguity or formal defector omission. in this,Resolution or in any supplemental resolution;` -25- ?JIMANI 739091x5 (b) To grant to or confer upon the owners of the Bonds any additional benefits, rights,remediespowers; authority ovseaurity that may lawfally b,e granted to or conferred.upon the owners of the Bonds„or to make any.change which, in-the judgment of lhe.Commission; is not to the prejudice.of the owners?of,thc,Bonds; (c) To modify; amend or supplement this .Resolution to permit the qualification of the 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; (d) To provide for the,refunding or advance' refunding of the Bonds; (e) T6-procure a-rating on.tbo Bonds from a nationally recognized securities rating agency designated in, such'supplemental resolution or-to obtain or_maint'ain bond insurance,with, respect to payments of principal of and- interest on.'the, Bonds, if such supplemental resolution will not,adversely-affect the owners, of the, Bonds; or (1) Any other purpose•wfficb, in the judgment of the Cormission does not adversely impact.the interests;of the owners of the Bonds. Section 15. Supplemental.Resolutions Requiring Consent, This Resolution and the rights and obligations of the Commission,and.the owners of the Bonds may be.modified or amended at.any time by supplemental `resolutions adopted by the Commission'with the.consent of the owners 'of the Bonds holding at least a.m6iorityin.aggregate principal amount of the outstanding Bonds (exclusive of Bonds,4 any, owned by the'Commission or the City); provided, however, that no such modification or amendment shall, without the express consent of the owners of-the-Bonds affected, reduce the principal amougf of any Bond, reduce the interest-rate or premium payable thereon, advance the earliest redemption date; extend its maturity' or the times for paying interest thereon, permit. a privilege orphority of any Bond or Bonds over-.any other'Bond or Bond's, create a-lien kcuring any Bonds other than a lien-ratably securing:all of the Bonds outstanding, or changesthe monetary medium in which principal and interest are payable; nor shall ary,such modification or amendment reduce the percentage, of consent regriired,for:amendmentor modification: Any_act-done pursuant to, a.modification or amendment so consented to shall.be,binding upon all the owners of the'Bonds' and shall not, be deemed -an infringement of any of the provisions of this'Resolution or of the Act, and may done and pei formed,.as-fully and'freely"as if expressly'permitted by the•terms.of this Resolution, and after such consent relating to such specified: matters has been given, no owner. shall have any right or interest to object to such actionrw in any manner to question the`propriety.thereof or to enjoin or restrain the Commission or- any officer thereof from talang any action pursuant thereto, If the Commission shall:desir'e to obtain any such consent, it,shall,cause-.the Registrar to mail,a notice, postage prepaid, to the:respective owners of the Bonds at their addresses appearing on the registration books hold by the Registrar. Such notice shall briefly set forth the. nature of the proposed sup, plemental:resolutiowand.shall state`that a copy thereof is on file at.the.office-of the Registrar for inspeetion,by all owners of the Bonds; The Registrar shall not, however, be subject to any liability to any owners°of the Bonds by reason_of its failure to mail the notice -26- iMMANI 739041v51 described` in this. Section'15; and any such failure shall `not affect the validity of such supplemental resolution:when consented.to and approved, as provided.in'this',Section 15. Whenever at any time the Commission shall receive an instrument or instruments piirporting, to be executed: by the owners of the-.Bonds'of not less than a majority-in-aggregate principal amount of the Bonds, then outstanding (exclusive, of Bonds, if any; owned by the Commission `of the City), which instrument br instruments shall refer to the proposed supplemental resolution described in,such notice, and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof_ referred to in such notice as on file with, the Registrar, thereupon; but not otherwise, the Commission may adopt such supplemental-resolution in?substantially such form, without liability or.responsibility to any owners of the Bonds,.whether or.not. such owner shall have consented thereto. Upon the adoption of any supplemental resolution pursuant to the provisions of this Section 15, this Resolution shall be„and be deemed to be, modified and,amended in accordance therewith, and the. respective=rights; duties and obligations°underthis;Resolution shall thereafter be determined; exercised and enforced hereunder, subject in,all respects to. such modifications and amendments. Section 16., Miscellaneous (a) The appropriate officers-of the Commission arc hereby authorized to-take all_ actions required to obtain a rating for the Bonds; if economically feasible and desirable,.' and, to enter into any other agreements (ncluding, without limitation, a-trust agreement; or 'a trust. indenture with a third 'party -trustee; provided that such trust agreement;or trust indenturc;is,consistent with the provisions-of tkis,Resolution) as may be necessary or desirable for the purpose of further securing the payment of the principal of and interestonilte'Bonds. (b) If the financial advisor of the.Comrmission ceitifics to the Commission that. it'would be economically advantageous for the Commission to acquire ;a municipal bond. insurance policy or other credit enhancement. for the Bonds, the Commission hereby authorizes and directs the President of the Commission and/or the Clerk-Treasurer to obtain such an insurance policy or other credit enhancement. The 'acquisition of a municipal ;bond insurance policy or other credit enbancerhent is hereby deemed economically advantageous if the-difference between the present-value cost of (a) the -total,debt,serviceon.the Bonds if issued; without'municipafbond insurance or other credit enhancement;ahd (b) the total debt service on the Bonds if issued with municipal bond insurance or other credit enhancement, is greater than-the cost of the-premium on the municipal. bond insurance-policy-or cost of such other credit, enhancement. 1f deemed economically advantageous as described in. this paragraph, the cost of;tha premium for such municipal-bond ' insurance policy or cost of such other credit. enhancement shall be deemed as a.proper cost of issuance of the Bonds: (c) As soon as"can be,done after the=adoption of this Resolution; theTresident and the Secretary of the; Commission-are hereby directed to deliver on, behalf of the Commission a certified copy of this Resolution to the Clerk-Treasurer, -271 fMMANI',73904N5. (d) Ifany.section, paragraph of provision`of this;Resolution shall be held to be invalid or unenforceable for•anyreason, the invalidity or unenforecability of such section, paragrapb.or provision shall not,affect aby_of the remaining,provisions of this Resolution. (c) .All,resoluti_ons;and, ofars; or.parts thereof, in conflict with the provisions of this Resolutiomare, to the extent of such,conflict,,heIrehy repealed, and this Resolution shall be in immediate effect from and.afterits adoption- (f) If the date for:making any`payment or the-lastdate for performanec'of any actor the exerctshig,of any right,;as provided in tlifs Resolution, shall be a,logal holiday or. a day on which banking inst.itufionsin the City or the city ontown.in wbicl `the 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 an_ d`effect'as if done on the nominal date provided' in'this Resolution, and no interest- shall accrue for2the period after such nominal date. (g) The Commission hereby expressly authorizes the Mayor, the Clerk-Treasurer and-the Presidencof the'Conunission, and each-of them, based upon the advice of the Commission's attorney and:the Cornmission's,financial advisor, to negotiate With prospective purchasers as,to the terms of:the Bonds; provided,that such negotiated, terms.are consistentwith the.provisions of this Resolution, -28- INIMAND 739041 r5 ADOPTED AND APPROVED at a meeting of the City of Carmel Redevelopment Commission held on the 18th day of May, 2004. CITY OF CARMEL REDEVELOPMENT COMMISSION President Vice Secretary Commissioner Commissioner -29- INIMANI 7390410 EXHIBIT A DESCRIPTION OF PARCELS The Pledged Tax Increment shall be the Tax Increment generated from the "Project" as such term is defined in that certain Economic Development Agreement dated as of August 29, 2003 (the "Economic Development Agreement"), by and between the Commission and the Company (and not as such term is defined in this Resolution) (the "Company Project'). The Company Project is specifically described in Exhibit.B of the Economic Development Agreement, a copy of which is attached hereto. A-1 M1MANI 7390410