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HomeMy WebLinkAboutCRC-10-2005 RESOLUTION NO. IV - aOO,5 RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION AUTHORIZING THE ISSUANCE OF BONDS FOR THE PURPOSE OF PROVIDING FUNDS TO BE APPLIED TO PAY FOR REDEVELOPMENT PROJECTS AND INCIDENTAL EXPENSES IN CONNECTION THEREWITH AND ON ACCOUNT OF THE ISSUANCE OF THE BONDS WHEREAS, Within the City of Carmel, Indiana, a governmental unit and political subdivision of the State (the "City"j, there is created the City of Carmel Redevelopment District (the "District"), governed by the City of Carmel Redevelopment Commission (the "Commission"); and WHEREAS, the Commission has previously created a redevelopment area designated as the City Center Redevelopment Area (the "City Center Area'), designated a portion of the City Center Area as an allocation area (the "City Center Allocation Area") under I.C. 36-7-14 and I.C. 36-7-25 (collectively, the "Act"), and created the City Center Redevelopment Allocation Area Fund (the "City Center Allocation Fund"); and WHEREAS, the Commission has previously created an economic development area designated as the Integrated 126th Street Corridor Economic Development Area (the "126`h Street Area"), designated"the entire 126'h Street Area as an allocation area (the "126`h Street Allocation Area") under the Act, and created the Integrated 126`h Street Corridor Economic Development Allocation Area Fund (the "126`h Street Allocation Fund"); and WHEREAS, the Commission has previously created an economic development area designated as the Old Town Economic Development Area (the "Old Town Area") pursuant to the Act; and WHEREAS, the Commission has adopted an Integrated Economic Development Plan and Amended Redevelopment Plan (as amended from time to time, the "Plan"), which sets forth various redevelopment and economic development projects (the ".`Projects") for, among other areas, the City Center Area and the Old Town Area; and WHEREAS, the Act authorizes the Commission to issue bonds of the District, in the name of the City, in anticipation of revenues of the District and to use the proceeds of such bonds to acquire and "redevelop property in the redevelopment and economic development areas; and WHEREAS, the Commission previously issued the "City of Carmel, Indiana, Redevelopment District Taxable Tax Increment Revenue Bond Anticipation. Notes, Series 2003 A?' (the "2003 A BANs"), in the aggregate principal amount of $2,995,000, all of which remains outstanding as of the date hereof; and WHEREAS, the Commission previously issued the "City of Carmel, Indiana, Redevelopment District Taxable Tax Increment Revenue Bond Anticipation Notes, Series 2004 A" (the "2004 A BANs"), in the aggregate principal amount of $2;995,000, all of which remains outstanding as of the date hereof; and WHEREAS, the Commission deems it advisable to issue the "City of Carmel, Indiana Redevelopment District Taxable Tax Increment Revenue Bonds, Serie's 2005" (the "2005 Bonds") (or such other designation as the President of the Commission shall approve) in original principal amount not to exceed Two Million Nine Hundred Ninety-Five Thousand Dollars ($2,995,000) (the "Authorized Amount") for the purpose of providing for the payment of (i) costs of acquiring property and financing Projects in the City Center Area and the Old Town Area, (ii) all incidental expenses incurred in connection therewith (all of which are deemed to be a part of the Projects), and (iii) the costs of selling and issuing the 2005 Bonds; and WHEREAS, the Projects to be financed by the 2005 Bonds are located in or directly serve and benefit the City Center Area or the Old Town Area; and WHEREAS, it would be of public utility and benefit and in the best interests of the District and its citizens to pay the costs of the.Projects and of the sale and issuance of the 2005 Bonds, which will provide special benefits to property owners in the District, such 2005 Bonds to be issued as tax increment revenue bonds of the, District as described more fully herein; and WHEREAS, the amount of proceeds of the 2005 Bonds allocated to pay costs of the Projects, together with estimated investment earnings thereon, does not exceed the cost of the Projects as estimated by the Commission; and WHEREAS, under the governing statutes it is necessary to make an appropriation to pay items to be financed with the 2005 Bonds, and it has been determined that said appropriation be made at this time; and WHEREAS, notice has been given and this date a public hearing has been conducted regarding such appropriation, as required by Indiana law; and WHEREAS, the Commission desires to authorize the issuance of a bond anticipation note or notes hereunder, if necessary, payable from the proceeds of the revenue bonds authorized herein (the "BANS"), and to authorize the refunding of said BANS, if issued; and WHEREAS, all conditions precedent to the adoption of a resolution authorizing the issuance of the 2005 Bonds and the BANS have been complied with in accordance with the applicable provisions of the Act. NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CARMEL REDEVELOPMENT COMMISSION, GOVERNING BODY OF THE DISTRICT, AS FOLLOWS: SECTION 1. Authorization for Bonds and Appropriation of Proceeds. In order to provide financing for the Projects as described above and the costs of selling and issuing the 2005 Bonds, the District shall borrow money, and the City, acting for and on behalf of the District, shall issue the 2005 Bonds (and may issue the BANs) as herein authorized. An appropriation in an amount not to exceed the Authorized Amount, together with all-hivestment earnings thereon, shall be made to pay for the governmental purposes to be financed by the 2005 Bonds and the BANS, and the funds to meet. said appropriation shall be provided out of the proceeds of.the 2005 Bonds and the BANs in the original principal amount of not to exceed the 2 Authorized Amount and such investment earnings. Said appropriation shall be in addition to all other appropriations provided for in the existing budget and tax levy. The City, acting for and on behalf of the District, shall issue, if necessary, BANs for the purpose of procuring interim financing for the Projects. Any such issuance shall be in accord with the provisions of Section 10 of this Resolution. SECTION 2. General Terms of Bonds.. (a) Issuance of 2005 Bonds. In order to procure said loan for such purposes, the Commission hereby authorizes the issuance of the 2005 Bonds, in one or more series, as described herein. The clerk-treasurer of the City (the "Clerk-Treasurer") is hereby authorized and directed to have prepared and to issue and sell the 2005 Bonds. as negotiable, fully registered bonds of the District in an amount not to exceed the Authorized Amount. The 2005 Bonds shall be signed in the name of the City, acting for and on behalf of the District, by the manual or facsimile signature of the Mayor of the City (the "Mayor") and attested by the manual or facsimile signature.of the Clerk. Treasurer, who shall affix the seal of the City to each of the 2005 Bonds manually or shall have the seal imprinted or impressed thereon by facsimile or other means. In case any officer whose signature or facsimile signature appears on the 2005 Bonds shall cease to be such officer before the delivery of 2005 Bonds, such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until delivery thereof. The 2005 Bonds-also shall be, and will not be valid or become obligatory for any purpose or entitled to any benefit under this resolution unless and until, authenticated by the manual signature of the Registrar (as defined in Section 4 hereof). The 2005 Bonds shall be numbered consecutively from 1 upward, shall be issued in any denomination, shall be originally dated as of the first day of the month in which the 2005 Bonds are sold or as of the date of issuance of the 2005 Bonds, and shall bear interest payable semi- annually on the dates determined by the President of the Commission at the time of the sale of the Bonds, at a rate or rates not exceeding nine percent (9.00%) per annum (the exact rate or rates to be determined by negotiation), calculated on the basis of a 360-day year comprised of twelve 30-day months. The 2005 Bonds shall be sold at a discount,not exceeding two percent (2%) of the principal amount thereof. The 2005 Bonds shall mature serially on the dates determined by the President of the Commission at the time of the sale of the Bonds, over a period not exceeding twenty-five (25) years from the date of issuance; each serial maturity to be in such principal amount as determined by the President of Commission, with the advice of the Commission's financial advisor. All or a portion of the 2005 Bonds may be aggregated into and issued as one or more term bonds. The term bonds will be subject to mandatory sinking fund redemption with sinking fund payments and final maturities corresponding to the serial maturities described above. Sinking fund payments shall be applied to retire a portion of the term bonds as though it were a redemption of serial bonds, and, if more than one term bond, of any maturity is outstanding, redemption of such maturity shall be made by lot. Sinking fund redemption payments shall be made in a principal amount equal to such serial maturities, plus accrued interest to the redemption datei but without premium or penalty. For all purposes of this resolution, such mandatory sinking fund redemption payments shall be deemed to be required payments of 3 principal which mature on the date of such sinking fund payments. Appropriate changes shall be made in the definitive form of 2005 Bonds, relative to the form of 2005 Bonds contained in this resolution, to reflect any mandatory sinking fund redemption terms. (b) Source of Payment. The 2005 Bonds and any bonds ranking on a parity therewith, as to both principal and interest shall be solely payable from and secured by an irrevocable pledge of the tax increment revenues derived from the City Center Allocation Area and deposited in. the City Center Allocation Fund, and from the 126`h Street Allocation Area and deposited in the 126th Street Allocation Fund (collectively, the "Tax Increment"). The 2005 Bonds are not a general obligation of the City or the District. The District shall not be obligated to pay the 2005 Bonds or the interest thereon except from the Tax Increment, and the 2005 Bonds shall not constitute an indebtedness of the District or any municipal corporation or political subdivision of the State of Indiana within the meaning of the provisions and limitations of the constitution of the State of Indiana. (c) Payments. All payments of interest on the 2005 Bonds shall be paid by check mailed one business day prior to the interest payment date to the registered owners thereof as of the first (1st) day of the month of the interest payment date (the. "Record Date") at the addresses as they appear on the registration and transfer books of the Commission kept for that purpose by the Registrar (the "Registration Record") or at such other.address as is provided to the Paying Agent (as defined in Section 4 hereof) in writing by such registered owner. Each registered owner of One Million Dollars ($1,000,000) or more in principal amount of 2005 Bonds shall be entitled to receive interest payments by wire transfer by providing written wire instructions to the Paying Agent before the Record Date for such payment. All principal payments and premium payments, if any, on the 2005 Bonds shall be made upon surrender thereof at the principal office of the Paying Agent, in any U.S. coin or currency which on the date of such payment shall be legal tender for the payment.of public and private debts. Interest on 2005 Bonds shall be payable from the interest payment date to which interest has been paid next preceding the authentication date thereof unless such 2005 Bonds are authenticated after the Record Date for an interest payment and on or before such interest payment date in which case they shall bear interest from such interest payment date, or unless authenticated on or before the. Record Date for the first interest payment date, in which case they shall bear interest from the original date, until the principal shall be fully paid. (d) Transfer and Exchange. Each2005 Bond shall be transferable or exchangeable only upon the Registration Record, by the registered owner thereof' in writing, or by the registered owner's attorney duly authorized in writing, upon surrender of such 2005 Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner or such attorney, and :thereupon a new fully registered 2005 Bond or Bonds in the same aggregate principal amount, and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or the registered owner, as the case may be, in exchange therefor. The costs of such transfer or exchange shall be borne by the Commission, except for any tax or governmental charges required to be paid in connection therewith, which shall be payable by the person requesting such transfer or exchange. The City, the Commission, the Registrar. and the Paying Agent may treat and consider the persons in whose names such 2005 Bonds are registered as the absolute owners thereof for all purposes including 4 for the purpose-of receiving payment of, or on account of, the principal thereof and interest and premium, if any, due thereon. (e) Mutilated, Lost. Stolen or Destroyed Bonds. In the event any 2005 Bond is mutilated, lost, stolen or destroyed, the City may execute and the Registrar may authenticate a new bond of like date, maturity and denomination as that mutilated, lost, stolen or destroyed, which new bond shall be marked in a manner to distinguish it from the bond for which it was issued, provided that, in the case of any mutilated bond, such mutilated bond shall first be surrendered to the-Registrar, and in the case of any lost, stolen or destroyed bond there shall be first fumished to the Registrar evidence of such loss, theft or destruction satisfactory to the Clerk-Treasurer and the Registrar, together with indemnity satisfactory to them. In the event any such bond shall have matured, instead of issuing a duplicate bond, the City and the Registrar may, upon receiving indemnity satisfactory to them, pay the same without surrender thereof. The City and the Registrar may charge the owner of such 2005 Bond with their reasonable fees and expenses in this connection. Any 2005 Bond issued pursuant to this paragraph shall be deemed an original, substitute contractual obligation of the City, acting for and on behalf of the District, whether or not the lost, stolen or destroyed 2005 Bond shall be found at any time, and. shall be entitled to all the benefits of this resolution, equally and proportionately With any and all other 2005 Bonds issued hereunder. SECTION 3. Terms of Redemption. The 2005 Bonds may be made redeemable at the option of the Commission, in whole or in part, in any order of maturities selected by the Commission and by lot within a maturity, on dates and with premiums, if any, and other terms as determined by the President of the Commission with the advice of the Commission's financial advisor, as evidenced by delivery of the form of 2005 Bonds to the Clerk-Treasurer. Notice of redemption shall be mailed by first-class mail to the address of each registered owner of a 2005 Bond to be redeemed as shown on the Registration Record not more than sixty (60) days and not less than thirty (30) days prior to the date fixed for redemption except to the extent such redemption notice is waived by owners of 2005 Bonds redeemed, provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any 2005 Bond shall not affect the validity of any proceedings for the redemption of any other 2005 Bonds. The notice shall specify the date and place of redemption, the redemption price and the CUSIP numbers, if any, of the 2005 Bonds called for redemption. The place of redemption may be determined by the Commission. Interest on the, 2005 Bonds so called for redemption shall cease on the redemption date fixed in such notice if sufficient funds are available at the place of redemption to pay'the redemption price on the date so named, and thereafter, such 2005 Bonds shall no longer be protected by this resolution and shall not be deemed to be outstanding hereunder, and the holders thereof shall.have the right only to receive the redemption price. All 2005 Bonds which have been redeemed shall be canceled and shall not be reissued; provided, however, that one or more new registered bonds shall be issued for the unredeemed portion of any 2005 Bond without charge to the holder thereof. No later than the date fixed for redemption, fiords shall be deposited with the Paying Agent or another paying agent to pay, and such agent is hereby authorized and directed to apply such funds to the payment of, the 2005 Bonds or portions thereof called for redemption, including accrued interest thereon to the redemption date. No payment shall be made upon any 5 2005 Bond or portion thereof called for redemption until such bond shall have been delivered for payment or cancellation or the Registrar shall have received the items required by this resolution with respect to any mutilated, lost, stolen or destroyed bond. SECTION 4. AAnpointment of Registrar and Paving Agent. The Clerk-Treasurer is hereby` appointed to serve as registrar and paying agent or to appoint a registrar and paying agent for the 2005 Bonds (together with any successor, the "Registrar" or "Paying Agent"). The Registrar is hereby charged with the responsibility of authenticating the 2005 *Bonds, and shall keep and maintain the Registration Record at its office. The Mayor is hereby authorized to enter into such agreements or understandings with an institution. as will enable the institution to perform the. services required of the Registrar and Paying Agent. The Clerk-Treasurer is authorized to pay such fees as an institution may charge for the services it provides as Registrar and Paying.Agent. The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent by giving thirty (30) days written notice to the Commission and to each registered owner of the 2005 Bonds then outstanding, and such resignation will take effect at the end of such thirty, (30) days or upon the earlier appointment of a successor Registrar and Paying Agent by the Commission. Such notice to the Commission may be served personally or be sent by first-class or registered mail. The Registrar and Paying Agent may be removed at any time as Registrar and Paying Agent by the Commission, in which event the Commission may appoint a successor Registrar and Paying Agent. The Commission shall notify each registered owner of the 2005 Bonds then outstanding of the removal of the Registrar and Paying Agent. Notices to registered owners of the 2005 Bonds shall be deemed to be given when mailed by first-class mail to the addresses of such registered owners as they appear on the Registration Record. Any predecessor Registrar and Paying Agent shall deliver all the 2005 Bonds, cash and investments related thereto in its possession and the. Registration Record to the successor Registrar and Paying Agent. At all times, the same entity shall serve as Registrar and as Paying Agent. SECTION 5. Form of Bonds. The form and tenor of the 2005 Bonds shall be substantially as follows, all blanks to be filled in properly and all necessary additions and deletions to be made prior to delivery thereof: R- UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF HAMILTON CITY OF CARMEL, INDIANA REDEVELOPMENT DISTRICT TAXA13LE.TAX INCREMENT REVENUE BOND, SERIES 2005 Maturity Interest Original Authentication Date Rate Date Date CUSIP REGISTERED OWNER: 6 PRINCIPAL SUM: Dollars ($ ) City of Carmel, Indiana (the "City"), acting for and on behalf of the City of Carmel Redevelopment District, for value received, hereby promises to pay to the Registered Owner set forth above, the Principal Sum set forth above on the Maturity Date set forth above (unless this bond is subject to and is called for redemption prior to maturity as hereafter provided), and to pay interest thereon until the Principal Sum shall be fully paid at the Interest Rate per annum specified above from the interest payment date to which interest has been paid next preceding the Authentication Date of this bond unless this bond is authenticated after the first day of the month of the interest payment date (the "Record Date") and on or before such interest payment date in which case it shall bear interest from such interest payment date, or unless this bond is authenticated on or before 20 in which case it shall bear interest from the Original Date, which, interest is payable semi-annually on and of each year, beginning on , 20_. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. This bond and all other bonds of this issue, and any other bonds issued hereafter on a parity therewith are payable solely from the sources described in the Resolution (as hereinafter defined), which consist primarily of allocated incremental taxes on certain real property located in the City Center Redevelopment Allocation Area (the "City Center,Area") and the Integrated 126`h Street Corridor Economic Development Allocation Area (the "126`h Street Area") of the District received by the District in accordance with I.C. 36-7-14-39. The District irrevocably pledges the Tax Increment (as defined in the. Resolution) to the prompt payment of the principal of and interest on the bonds authorized by the Resolution, of which this is. one, and any bonds ranking on a parity therewith, to the extent necessary for such purposes. Reference is made to the Resolution for a more complete statement of the revenues from which and conditions under which this bond is payable, a statement of the conditions on which obligations may hereafter be issued on parity with this bond, the manner in which the Resolution may be amended and the general covenants and provisions pursuant to which this bond has been issued. The principal. of and premium, ifany, on this bond are payable at the principal office of (the "Registrar" or "Paying Agent'), in Indiana. All payments of interest on this bond shall be paid by check mailed one business day prior to the interest payment date to the Registered Owner as of the Record Date at the address as it appears on the registration books kept by the Registrar or at such other address as is provided to the Paying Agent in writing by the Registered Owner. All payments of principal of and premium, if any, on this bond shall be made upon surrender thereof at the principal office of the Paying Agent in any U.S. coin or currency which on the date of such payment shall be legal tender for the payment of public and private debts. This bond is one of an authorized issue of bonds of the District of like original date; tenor and effect, except as to denomination, numbering, interest rates, redemption terms and dates of maturity, in the total amount of Dollars ($ ), numbered consecutively from I upward, issued for the purpose of providing funds for certain redevelopment projects, and for the purpose of paying incidental expenses to be incurred in connection therewith and on account of the sale and issuance of bonds therefor, as authorized by Resolution No. (the "Resolution") adopted by the City of Carmel Redevelopment 7 Commission (the "Commission") on the 20th day of September, 2005; entitled "Resolution of the City of Carmel Redevelopment Commission Authorizing Issuance of Bonds for the Purpose of Providing Funds to be Applied to Pay for Redevelopment Projects and Incidental Expenses in Connection Therewith and on Account of the Issuance of the Bonds" (the "Resolution"), and in accordance with the provisions of Indiana law, including without limitation Indiana Code 36-7- 14, Indiana Code 36-7-25 and other applicable laws, as amended (collectively, the "Act'), all as more particularly described in the Resolution. The owner of this bond, by the acceptance hereof, agrees to all the terms and provisions contained in the Resolution and the Act. THIS BOND DOES NOT CONSTITUTE A GENERAL OBLIGATION OR INDEBTEDNESS OF THE CITY OF CARMEL: THIS BOND IS A LIMITED AND SPECIAL OBLIGATION OF THE DISTRICT AND IS PAYABLE ONLY OUT OF ALLOCATED INCREMENTAL TAXES ON CERTAIN REAL PROPERTY AND PERSONAL PROPERTY LOCATED IN THE CITY CENTER AREA AND THE 126 T11 STREET AREA AND DEPOSITED IN THE RESPECTIVE ALLOCATION FUNDS ESTABLISHED BY THE DISTRICT FOR SUCH AREAS, AS DESCRIBED IN THE RESOLUTION. The bonds of this issue.are redeemable at the option of the Commission,:iin whole or in part, in any order of maturities selected by the Commission and by lot within a maturity, at 100% of face value, plus accrued interest to the date fixed for redemption, on the following dates and at the following prices: [INSERT REDEMPTION TERMS] Notice of such redemption shall be mailed by first-class mail not more than sixty (60) days and not less than thirty (30) days prior to the date fixed for redemption to the address of the registered owner of each bond to be redeemed as shown on the registration record of the Commission except to the extent such redemption notice is waived by owners of the bond or bonds redeemed, provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any bond shall not affect the validity of any proceedings for the redemption of any other bonds. The notice shall specify the date and place of redemption, the redemption. price and the CUSIP numbers of the bonds called for redemption. The place of redemption may be determined by the Commission. Interest on the bonds so called for redemption shall cease on the redemption date fixed in such notice if sufficient funds are available at the place of redemption to pay the redemption price on the date so named, and thereafter,, such bonds shall no longer be protected by the Resolution and shall not be deemed to be outstanding thereunder. This bond is subject to defeasance prior to payment or redemption as provided in the Resolution. If this bond shall not be presented for payment or redemption on the date fixed therefor, the Commission may deposit in trust with the Paying Agent or another paying agent, an amount sufficient to pay such bond or the redemption price, as the case may be, and thereafter the Registered Owner shall look only to the funds so deposited in trust for payment and the City shall have no further obligation or liability in respect thereto. 8 This bond is transferable or exchangeable only upon the registration record kept for that purpose at the office of the Registrar by the Registered Owner in person, or by the Registered Owner's attorney duly authorized in writing, upon surrender of this:bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the Registered Owner or such attorney, and thereupon a new fully registered' bond or bonds in the same aggregate principal amount, and of the same maturity, shall be executed and delivered in the name of the transferee or transferees, or the Registered Owner, as the case may be, in exchange therefor. The City; the Commission, any registrar and any paying agent for this bond may treat and consider the person in whose name this bond is registered as the absolute owner hereof for all purposes including for the purpose of receiving payment of, or on account of, the principal hereof and interest and premium, if any, due hereon. The bonds maturing on any maturity date are issuable in any denomination. It is hereby certified and recited that all acts, conditions and things' required to be done precedent to and in the execution, issuance and delivery of this bond have been done and performed in regular and due form as provided by law. This bond shall not be valid or become. obligatory for any purpose until the certificate of authentication hereon shall have been executed by an authorized representative of the Registrar. IN WITNESS WHEREOF, the Redevelopment Commission of City of Carmel, State of Indiana, has caused this bond to be executed in the name of such City, for and on behalf of the Redevelopment District, of said City, by the manual or facsimile signature of the Mayor, and attested by manual or facsimile signature by the Clerk-Treasurer of said City, and the seat of said City or a facsimile thereof to be affixed, engraved, imprinted or otherwise reproduced hereon. CITY OF CARMEL, INDIANA By: Mayor (SEAL) ATTEST: Clerk-Treasurer 9 It is hereby certified that this bond is one of the bonds described in the within-mentioned Resolution duly authenticated by the Registrar. By: as Registrar Authori zed Representative The following abbreviations, when used in the inscription on the face of this bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN: COM. as tenants in common TEN. ENT. as tenants by the entireties JT. TEN. as joint tenants with right of survivorship and not as tenants in common UNIF. TRANS. MIN. ACT Custodian (Cust) (Minor) under Uniform Transfers to Minors (State) Additional abbreviations may also be used although not in.the above list. FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite Name and Address and Social Security or Other Identifying Number) $ principal amount (must be a multiple of $) of the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints . , attorney to transfer the within bond on the books kept for the registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by NOTICE: The signature to this assignment an eligible guarantor institution participating in must correspond with the name as it appears a Securities Transfer Association recognized upon the face of the within bond in every signature guarantee program. particular, without alteration or enlargement or any change whatever. 10 SECTION 6. Sale of Bonds. The President of the Redevelopment Commission is authorized to select one or more purchasers of the 2005 Bonds (collectively, the "Purchaser"), and to enter into a.bond purchase contract in customary form 'with the Purchaser. After the 2005 Bonds have been properly sold and executed, the Clerk-Treasurer shall receive from the purchasers payment for the 2005 Bonds and shall provide for delivery of the 2005 Bonds to the purchasers. The Clerk-Treasurer is hereby authorized and directed to obtain a legal opinion as to the validity of the 2005 Bonds from Barnes & Thornburg, and to fumish such opinion to the purchasers of the 2005 Bonds or to cause a copy of said legal opinion to be printed on each 2005 Bond. The cost of such opinion shall be paid out of the proceeds of the 2005 Bonds. SECTION 7. Funds and Accounts. (a) Use of Bond Proceeds; Capital Fund. Any accrued interest and capitalized interest and any premium received at the time of delivery.of the 2005 Bonds will be deposited in the Principal and Interest Account of the Allocation Fund as defined below and applied to payments on the 2005 Bonds on the first interest payment date. If recommended by the financial advisor to the Commission, an amount equal to the Debt Service Reserve Requirement (defined below) may be deposited into the Reserve Account of the Allocation Fund. The remaining proceeds, received from the sale of the 2005 Bonds, to the extent not used to refund BANS issued pursuant to this Resolution, shall be deposited in the fund hereby-created and designated as the "City of Carmel Redevelopment District 2005 Bonds Capital Fund" (the "Capital Fund"). The proceeds deposited in the Capital Fund, together with all investment earnings thereon, shall be expended by the Commission only for the purpose of paying expenses incurred in connection with the.Projects and on account of the sale and issuance of the 2005 Bonds. Any balance remaining in the Capital Fund after the completion of the Projects which.is not required to meet unpaid obligations incurred in connection therewith and on account of the sale and issuance of the 2005 Bonds may be (i) used to pay debt service on the 2005 Bonds, or (ii) otherwise used as permitted by law. (b) Allocation Fund. The City Center Allocation Fund and the 126'h Street Allocation Fund are hereby jointly designated as the "City Center/1261h Street Allocation Fund" (the "Allocation Fund'), which shall consist of a General Account, a Principal and Interest Account and a Reserve Account. All allocated incremental taxes received on real property located in the City Center Allocation Area and the 126'h Street Allocation Area and deposited in the City Center/126'h Street Allocation Fund in accord with I.C. 36-7-14-39 ("Tax Increment") shall be deposited in the General Account. One day prior to each principal and interest payment date on the 2005 Bonds, there shall be deposited in the Principal and Interest Account an amount of money from the General Account, to the extent of available funds in the General Account, which together with any money contained in the Principal and Interest Account is sufficient to pay the principal and interest on the 2005 Bonds, and any bonds issued on a parity therewith due on the following interest and/or principal payment date. No such deposit need be made into the Principal and, Interest Account if the amount contained therein is sufficient to pay the principal and the interest due thereon. All money in the Principal and Interest Account shall be used and withdrawn solely for the purpose of paying the interest on and the principal of the 2005 Bonds, and any bonds issued on a parity therewith as it shall become due and payable to the extent it is 11 required therefor, including accrued interest on any such obligations purchased or redeemed prior to maturity. If at the time of the sale of the 2005 Bonds it is determined by the President of the Commission, with the advice of the Commission's financial advisor, to establish a Reserve Account for the 2005 Bonds, then after making the.required deposits into the Principal and Interest Account, there shall be set aside from the Allocation Fund and deposited in the Reserve Account from the General Account an amount of money that shall be required to maintain the 'Reserve Account in the full amount of the Debt Service Reserve Requirement (as defined below). No deposit need be made in the Reserve Account so long as there shall be on deposit therein. a sum equal to the amount determined by the financial 'advisor to be required to adequately secure the 2005 Bonds (the "Debt Service Reserve Requirement"). All money in the Reserve Account shall be used and withdrawn by the District solely for the purpose of making deposits into the Principal and Interest Account, in the event of any deficiency at any time in such account, or for the purpose of paying the interest on or principal of or redemption premiums, if any, on the 2005 Bonds, or any additional parity bonds secured by the Reserve Account, in the event that no other money is lawfully available therefor. Any amount in the Reserve Account in excess of the Debt Service Reserve Requirement shall be withdrawn from the Reserve Account-and deposited in the Principal and Interest Account. Money in the Reserve Account shall also be available to make the final payments of interest and principal on the 2005 Bonds, and any additional parity bonds secured by the Reserve Account. (c) Excess Funds. After meeting requirements of subsection (b), money in the Allocation Fund in excess of that amount (the "Excess Funds") maybe used for any purpose permitted under the Act and the Plan that benefits the City Center Area or the 126`h Street Area or deposited into the funds of the respective taxing.units entitled thereto, or during the time a part of the Area is located in an enterprise zone created under.LC. 4-4-6.1, such Excess Funds shall be deposited in a special fund created for the enterprise zone in accord with I.C. 36-7-14-39(g). (d) Investment of Funds. All money available hereunder for the payment of debt service on bonds shall be held in trust for the benefit of the holders of the bonds and shall be applied, used and withdrawn in accordance with this Section 7. The proceeds of the funds and accounts described below shall be deposited with a legally qualified depository or depositories for funds of the Commission as now provided by law and shall be segregated and kept separate and apart from all other funds of the Redevelopment Department and the Commission and may be invested in accordance with applicable provisions of Indiana.law. SECTION 8. Defeasance. If, when the 2005 Bonds or any portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the 2005 Bonds or any portion thereof for redemption have been given, and the'whole amount of the principal, premium, if any, and the interest so due and payable upon such bonds or any portion thereof then outstanding shall be paid, or (i) cash, or (ii) direct non-callable obligations of or unconditionally guaranteed by (including obligations issued or held in book entry form on the books of) the U.S. Department of the Treasury, and:to the extent permitted by Indiana law and by each rating agency maintaining a rating on the 2005 Bonds, Refcorp interest strips, CATS; TIGRS, STRPS, defeased municipal bonds or other investments rated in the highest category for such obligations by Standard & Poor's Corporation or Moody's Investors Service (or any combination thereof), the principal of 12 and the interest on which when due without reinvestment will provide sufficient money, or (iii) any combination of the foregoing, shall be held irrevocably in trust for such purpose, and provision shall also be made for paying all fees and expenses for the payment, then and in that case the 2005 Bonds or such designated portion thereof shall no longer be-deemed outstanding or secured by this resolution. SECTION 9. Amendments. Subject to the terms and provisions contained in this section, and not otherwise, the owners of not less than sixty-six and two-thirds percent (66-2/3%0) in aggregate principal amount of the 2005 Bonds then outstanding shall have the right, from time to time, to consent to and approve the adoption by the Commission of such resolution or resolutions supplemental hereto as shall be deemed necessary or desirable by the Commission for the purpose of amending in any particular any of the terms or provisions contained in this resolution, or in any supplemental resolution; provided, however, that nothing herein contained shall permit or be construed as permitting: (a) An extension of the maturity of the principal of or interest or premium, if any, on any 2005 Bond or an advancement of the earliest redemption date on any 2005 Bond, without the consent of the holder. of each 2005 Bond so affected; or (b) A reduction in the principal amount of any 2005 Bond or the redemption premium or rate of interest thereon, or a change in the monetary medium in which such amounts are payable, without the consent of the holder of each 2005 Bond so affected; or (c) A preference or priority of any 2005 Bond over any other 2005 Bond, without the consent of the holders of all 2005 Bonds then outstanding; or (d) A reduction in the aggregate principal amount of the 2005 Bonds required for consent. to such supplemental resolution, without the consent of the holders of all 2005 Bonds then outstanding. If the Commission shall desire to obtain any such consent, it shall cause the Registrar to mail a notice, postage prepaid, to the addresses appearing on the Registration Record. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that a copy thereof is on file at the office of the Registrar for inspection by all owners of the 2005 Bonds. The Registrar-shall not, however, be subject to any liability to any owners of the 2005 Bonds by reason of its failure to mail such notice, and any such failure shall not affect the validity of such supplemental resolution when consented to and approved as herein provided. Whenever at any time within one year after the date of the mailing of such notice, the Commission shall receive any instrument or instruments purporting to be executed by the owners of the 2005 Bonds of not less than sixty-six and two-thirds per cent (66-2/3%) in aggregate principal amount of the 2005 Bonds then outstanding, which instrument or 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 2005 Bonds, whether or not such owners shall have consented thereto. 13 No owner of any 2005 Bond shall have any right to object to the adoption of such supplemental resolution or to object to any of, the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Commission or its officers from adopting the. same, or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental resolution pursuant to the provisions of this section, this resolution shall. be, and shall be deemed, modified and amended in accordance therewith, and the respective rights, duties and obligations under this resolution of the Commission and the City and all owners of 2005 Bonds then outstanding shall thereafter be determined, exercised and enforced in accordance with this resolution, subject in all respects >tosuch modifications and amendments. Notwithstanding anything contained in. the foregoing provisions of this resolution, the rights, duties and obligations of the Commission and the City and of the owners of the 2005 Bonds, and the terms and provisions,of the 2005 Bonds and this resolution, or any supplemental resolution, may be modified or amended in any respect with the consent of the Commission and the consent of the owners of all,the 2005 Bonds then outstanding. Without notice to or consent of the owners, of the 2005 Bonds, the Commission may, from time to time and at any time, adopt such resolutions supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental resolutions shall thereafter forma part hereof), (a) To cure any ambiguity or formal defect or omission in this resolution or in any supplemental resolution; or (b) To grant to or confer upon the owners of the 2005 Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the 2005 Bonds; or (c) To procure a rating on the 2005 Bonds from a nationally recognized securities rating agency designated in such supplemental resolution, if such supplemental resolution will not adversely affect the owners of the 2005 Bonds; or (d) To obtain or maintain bond insurance with respectto the 2005 Bonds; or (e) To provide for the refunding or advance refunding of the 2005 Bonds;. or (f) To make any other change which, in the detennination of the Commission in its sole discretion, is not to the prejudice of the owners of the 2005 Bonds. SECTION 10. Issuance of BANS: Other Actions. The Commission, having satisfied all the statutory requirements for the issuance of the 2005 Bonds, has the authority to elect to issue a bond anticipation note or notes, repayable from the proceeds received from the sale of the 2005 Bonds. This Commission hereby authorizes the issuance and sale of the BANS in one or more series, ranking on a parity with each other, in original aggregate principal amount not to exceed Two Million Nine Hundred Ninety-Five Thousand Dollars ($2,995,000) to provide interim financing until permanent financing becomes available and to pay for costs of issuing the BANs, and the BANs also may fiord capitalized interest thereon. The designation of the BANs shall be. "City of Carmel Redevelopment Commission Taxable Tax Increment Revenue Bond 14 Anticipation Notes, Series 2005". The BANS shall be issued in fully registered form in denominations of One Dollar.($]) or integral multiples thereof, shall be originally dated the date of delivery, shall be numbered consecutively from 1 upward, shall mature not more. than two (2) years from the date of issuance, may be renewed or extended from time to time, over a period not exceeding five (5) years from the date of the original issuance of the BANS, may be prepayable on terms and conditions determined by the President of the Commission at the time of the sale of the BANS on advice of the Commission's financial advisor, shall bear interest at a rate not exceeding six percent (6.00%) per 'annum, and shall be sold at a discount not exceeding two percent (2%) of the principal amount thereof. It shall not be necessary for the Commission to repeat the procedures for the issuance of the 2005 Bonds as the procedures followed before the issuance of the BANs are for all purposes sufficient to authorize the issuance of the 2005'Bonds and to use proceeds thereof to repay the BANS. The principal of and interest on the BANS herein authorized is payable solely from proceeds received from the sale of the 2005 Bonds or from Tax Increment, and the proceeds received from the sale of the 2005 Bonds and the Tax Increment are hereby irrevocably pledged to. the payment of the principal of and interest on the BANS. So long as the 2003 A BANs_or 2004 A BANs remain outstanding, the pledge of Tax Increment to the repayment of the BANS authorized herein shall be subordinate to such pledge in favor of the 2003 A BANs and the 2004 A BANS. The Mayor is hereby authorized to determine the form of the BANS and to execute the BANs, the Clerk-Treasurer is hereby authorized to have the BANS prepared, and to attest to the BANs. The Clerk-Treasurer is hereby authorized and directed to obtain the legal opinion as to the validity of the BANs from Barnes & Thornburg. After the BANS shall have been properly executed, the Clerk-Treasurer shall be authorized to receive from the purchaser thereof payment for the BANS and to provide for delivery of the BANs to the purchaser. Proceeds received from the sale of the BANS shall be, deposited in the Capital Fund referred to in Section 7(a) of this Resolution. The sale of the BANs shall be governed by the same provisions set forth. in Section 6 hereof for the sale of the 2005 Bonds. In any case any officer whose signature or a facsimile signature appears on the BANs shall cease to be such officer before delivery of the BANs, such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until delivery of the BANs. At the option of the President or Vice President of the Commission at the time of the sale of the BANs, the BANs may be issued to provide for periodic advances of principal from the purchaser of the BANs to the Commission, and the accrual of interest obligations only on advances when and if made, so long as the aggregate amount of all advances does not exceed $2,995,000. Upon execution of the BANs by the Mayor and the attestation thereof by the Clerk- Treasurer, the BANs shall constitute the legal, valid and binding obligations of the City, acting for and on behalf ofthe District. The provisions of this Resolution relating to the, 2005 Bonds set forth in Sections 1(c), 1(d), 1(e), 4, 7, 8, 9, 11, 12, and 14 hereof shall apply to the BANs as well. SECTION 11. Additional Bonds. The Commission reserves the right to authorize and issue additional bonds (the `Parity Bonds'), payable out of the Tax Increment, ranking on a parity with the 2005 Bonds authorized by this Resolution and payable ratably from the Tax 15 Increment for the purpose of raising money for future property acquisition, economic development or redevelopment in accordance with the Plan, or to refund such obligations, subject to the following conditions: (a) All interest on and principal of all bonds payable from the Tax Increment shall have been paid to date in accordance with the terms thereof, provided, this condition shall be deemed satisfied in any required amount'is to be provided from the proceeds of the Parity Bonds or other funds of the Commission. (b) As of the time of issuance of the Parity Bonds, the balance in the Reserve Account (if required and established) shall be at least equal to the Debt Service Reserve Requirement for-the 2005 Bonds and all then outstanding bonds ranking on a parity therewith which are secured by the Reserve Account, provided; this condition shall be deemed satisfied if any required amount is to be provided from the proceeds of the Parity Bonds or other funds of the Commission. (c) The Commission shall have received a certificate prepared by an independent certified public accountant or an independent financial consultant (the "Certifier") certifying that the Tax Increment estimated to be received in each succeeding year, adjusted as provided below, is estimated to be equal to at least 135% of the principal and interest requirements for each respective year during the term of the bonds with respect to the 2005 Bonds, and any Parity Bonds. In estimating the Tax Increment to be received in any future year, the Certifier shall base the calculation on assessed valuation actually assessed or to be assessed as of the assessment date immediately preceding the issuance of the Parity Bonds, adjusted for current and future reductions of property tax abatements granted to taxpayers in the Area without regard to any assumed increases in property values or property tax rates; provided, however, the Certifier may include in the calculation of Tax Increment to be received in the Area, Tax Increment based on the addition of new assessed value from new real or personal, property proposed to be included in the Area, to the extent that the Certifier believes the amount to be reasonable. The Commission shall approve and confirm the findings and estimates set forth in the above- described certificate in any supplemental resolution authorizing the issuance of the Parity Bonds. SECTION 12. Approval of Official Statement and Continuing Disclosure Undertaking. If legally required as part of a public offering of the 2005 Bonds, the Clerk-Treasurer is hereby authorized to deem final an official statement with respect to the 2005 Bonds, as of its date, in accordance with the provisions of Rule 15c2-12 of the United States Securities and Exchange Commission, as amended (the "SEC Rule"), subject to completion as permitted by the SEC Rule, and the Commission further authorizes the distribution of the deemed final official statement, and the execution, delivery and distribution of such document as further modified and amended with the approval of the Clerk-Treasurer in the form of a final official statement. The officers of the Commission and the City are further, authorized to approve the form and distribution of any other offering materials that may be recommenced by the Commission's financial advisor in connection with a private placement of the 2005 Bonds. In order to assist any underwriter of the 2005 Bonds in complying with paragraph (b)(5) of the SEC Rule by undertaking to make' available appropriate disclosure about the Commission and' the City and the 2005 Bonds to participants in the municipal securities market, the 16 Commission may, in accordance with the SEC Rule, unless excluded from the applicability of the SEC Rule or otherwise exempted from the. provisions of paragraph (b)(5) of the SEC Rule, execute and deliver any continuing disclosure contract. The execution and delivery by the Commission of the continuing disclosure contract,,and the performance by the Commission of its obligation thereunder by or through any employee or agent of the Commission or the City, are hereby approved. SECTION 13.'Other Action. The Mayor and the Clerk-Treasurer may take such other actions or deliver such other certificates and documents needed for the Projects or the financing as they deem necessary or desirable in connection therewith. SECTION 14. No Conflict. All resolutions and orders or parts thereof in conflict with the provisions of this resolution are to the extent of such conflict hereby repealed. After the issuance of the 2005 Bonds and so long as any of the 2005 Bonds or interest or premium, if any, thereon remains unpaid, except as expressly provided herein, this resolution shall not be repealed or amended in any respect which will adversely affect the rights of the holders of the 2005 Bonds, nor shall the Commission adopt any law or resolution which in any way adversely affects the rights of such holders. SECTION 15. Severability. If any section, paragraph or-provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. SECTION 16. Non-Business Days. If the date of making any payment or the last date for performance of any act or the exercising of any right, as provided in this resolution, shall be a legal holiday or a day on which banking institutions in the City or the jurisdiction in which the Registrar or Paying Agent is located are typically closed, such payment may be made or act performed or right exercised on the next succeeding day not,a legal holiday or a day on which such banking institutions are typically closed, with the same force and effect as if done on the nominal date provided in this resolution, and no interest shall accrue for the period after such nominal date. SECTION 17. Interpretation. Unless the context or law clearly requires otherwise, references herein to statutes or other laws include the same as modified, supplemented or superseded from.time to time. SECTION 18. Effectiveness. This resolution shall be, in full force and effect from and after its passage. 17 Adopted,this 20th 6y of September,'2005. CITY OF CARMEL REDEVELOPMENT COMMISSION W-4w? resident . Vice President Secretary Membe Membe" 18 CERTTICATE•TO CLERK' TREASURER OF CITY^OF CARMEL, INDIANA This is to certify that attached is -a truc_copy of Resolution No. l0./e'd$ adopted, by the City of Cat mel'Redevelopment,Commission at a meeting held September 20;,2005., Secre y, "o Carmel Redevelopment Cc miss INDSOPBDD 78560041 '19