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HomeMy WebLinkAboutCRC-18-2006RESOLUTION NO. 18-2006 RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION AUTHORIZING THE ADVANCE REFUNDING OF THE CITY OF CARMEL, INDIANA REDEVELOPMENT DISTRICT TAMABLE COUNTY OPTION INCOME TAX REVENUE BONDS OF 1998 (CITY CENTER REDEVELOPMENT PROJECT), AUTHORIZING THE ISSUANCE. OF THE CITY OF CARMEL, INDIANA REDEVELOPMENT DISTRICT TAXABLE COUNTY OPTION INCOME TAX REVENUE REFUNDING BONDS, SERIES 2006 TO PROVIDE FUNDS FOR THE PAYMENT OF THE COSTS THEREOF; AND ADDRESSING- OTHER MATTERS CONNECTED THEREWITH WHEREAS, within the City of Carmel, Indiana, a governmental unit and political subdivision of the State of Indiana (the "City ), there is created the City of Carmel Redevelopment District (the "District"), governed by the City of Carmel Redevelopment Commission (the "Commission"); and WHEREAS, pursuant to Indiana Code 36-7-14, Indiana Code 36-7-25 and Indiana Code 5-1- 5 (collectively, the "Act"), the Commission is authorized 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 redevelopment and economic development areas and to refinance such bonds with refunding bonds of the District; and WHEREAS, the Hamilton County Income Tax Council has imposed a county option income tax (the "COLT") pursuant to Indiana Code 6-3.5-6 on the adjusted gross income of Hamilton County (the "County") taxpayers; and WHEREAS, Indiana Code 6-3.5-6 provides that revenue derived from the imposition of the COLT shall be distributed to the County monthly on the first day of each month (the City's share of each such monthly distribution, a "Monthly Distribution"); and WHEREAS, Section 25.5 of the Act authorizes the Common Council of the City (the "Common Council") to pledge revenues received or to be received by the City from the City's distributive share of the COTT in any amount to pay bonds-issued by the District under Section 25.1 of the Act; and WHEREAS, on July 7, 1997, the Common Council of the City (the "Common Council") adopted its Ordinance No. D-1302-97 (the "COIT Ordinance"), pursuant to which the Common Council, on behalf of the City, pledged and assigned the City's Monthly Distributions of COIT revenues for the payment of any bond, note, warrant or other evidence of indebtedness, any lease or any other obligation (any bond, note, warrant or other evidence of indebtedness, any lease or any other obligation, individually, an "Obligation" and, collectively, the "Obligations") identified by ordinance of the Common Council as an obligation secured by the COLT Ordinance (any Obligation so identified as an obligation secured by the COIT Ordinance, individually, a "Secured Obligation" and, collectively, the "Secured Obligations"), if certain conditions are satisfied, and such conditions have been?satisfied; and WHEREAS, in accordance with the Act, the Commission previously issued its "City of Carmel, Indiana, Redevelopment District Taxable County Option Income Tax Revenue Bonds of 1998 (City Center Redevelopment Project)" (the "1998 Bonds") in an original principal amount of $10,500,000, pursuant to Resolution No. 4-1998, adopted bythe Commission on January 15, 1998, (die" 1998 Resolution" ); and WHEREAS, on April 6, 1998, the Common Council adopted Ordinance No. D-1358-98 identifying the 1998 Bonds as a Secured Obligation under the COIT Ordinance; and WHEREAS, the Commission finds that it is beneficial to advance refund all of the outstanding 1998 Bonds (the "Refunded Bonds"), pursuant to the provisions of Indiana Codes-l-5, to obtain a reduction in interest payments and effect a savings to the Commission and the City; that the refunding of the Refunded Bonds, together with redemption premium and accrued interest thereon and including all costs related to the refunding cannot be provided for out of funds of the District now on band and the refunding should be accomplished bythe issuance of revenue refunding bonds of the District, and WHEREAS, the Commission deems it advisable to issue the "City of Carmel, Indiana. Redevelopment District Taxable County Option Income Tax Revenue Refunding Bonds, Series 2006" (the "2006 Bonds") in an original principal amount not to exceed Nine Million Five Hundred Thousand Dollars ($9,500,000) (the "Authorized Amount") for the purpose of providing funds for the advance refunding of the Refunded Bonds, together with authorized expenses. relating thereto including the costs of issuance of the-2006 Bonds, and all other costs related to the refunding (the "Refunding Program"); and WHEREAS, there has been presented to the Common Council Ordinance D-1834-06 identifying the 2006 Bonds as a Secured Obligation under the COIT Ordinance and approving the issuance of the 2006 Bonds (the "2006 Council Ordinance"); and WHEREAS, the Authorized Amount, togetber with estimated investment earnings thereon, does not exceed the total, as estimated by the Commission, of all expenses reasonably incurred in connection with the Refunding Program; and WHEREAS, under the governing statutes it is necessary to make an appropriation to pay items to be financed with the 2006 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, all conditions precedent to the adoption of a resolution authorizing the issuance of the 2006 Bonds have been complied within accordance with the applicable provisions of the Act; NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CARMEL REDEVELOPMENT COMMISSION,, THE GOVERNING BODY OF THE CITY OF CARMEL REDEVELOPMENT DISTRICT, AS FOLLOWS: SECTION 1. Authorization of Bonds and Appropriation of Proceeds. The Commission hereby authorizes the Refunding Program. In order to provide financing for the Refunding Program, the District shall borrow money, and the City, acting for and on behalf of the District, shall issue the 2006 Bonds as herein authorized. An appropriation in an amount not to exceed the Authorized Amount, together with all investment earnings thereon, shall be and hereby is made to pay for the governmental purposes to be financed by the 2006 Bonds, and the funds to meet said appropriation shall be provided out of the proceeds of the 2006 Bonds in the original principal amount of not to exceed the 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. SECTION 2. General Terms of Bonds. (a) Issuance of 2006 Bonds. In order to procure said loan for such purposes, the Commission hereby authorizes the issuance of the 2006 Bonds 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 2006 Bonds as negotiable, fully registered bonds of the District in an amount not to exceed the Authorized Amount. The 2006 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 sitmature of the Clerk-Treasurer, who shall affix the seal of the City to each of the 2006 Bonds manually or shall have the seal imprinted or impressed thereon by facsimile or other means. In case any officer whose signature appears on the 2006 Bonds shall cease to be such officer before the delivery of 2006 Bonds, such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until delivery thereof. The 2006 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 2006 Bonds shall be numbered consecutively 'from 06R-1 up, shall be issued in denominations of Five Thousand Dollars ($5,000) or any integral multiple thereof, shall be originally dated as of the first day of the month in which the 2006 Bonds are sold or the date of delivery thereof, and shall bear. interest payable semi-annually commencing December 15, 2006, and continuing each June 15 and December 15 thereafter at a rate or rates not to exceed six percent (6.00%) per annum (the exact rate or rates to be determined by negotiation), calculated on the basis of a three hundred sixty (360)-day year comprised of twelve (12) thirty (30)-day months. The2006 Bonds shall mature serially on June 15 and December 15 of each year, with a final maturity no later than December 15, 2018, each serial maturity to be in such principal amount as the President of the Commission, with the advice of the Commission's financial advisor, may determine. 3' All or a portion of the 2006 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 date, 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 principal which mature on the date of such sinking fund payments. Appropriate changes shall be made in the definitive form of 2006 Bonds, relative to the form of 2006 Bonds contained in this Resolution, to reflect anymandatory sinking fund redemption terms. (b) Source of Payment. The 2006 Bonds are not general obligations of the City or the District, but are limited and special obligations of the District and are payable solely from a portion of the revenues received or to be received by the City from the City's distributive share of the county option income tax under Indiana Code 6-3.5-6 pledged by the Common Council of the City to the payment of the 2006 Bonds (such portion, the "COIT Revenues"). The Commission herebypledges the COIT Revenues to the payment of the 2006 Bonds for the life of the 2006 Bonds. The Commission reserves the right to pay the principal of and interest on the 2006 Bonds from any other revenues legally available to the Commission; provided, however, that the Commission shall be under no obligation to pay any principal of or interest on the 2006 Bonds, or any other.amounts due hereunder, from any moneys of the Commissionexcept the COPT Revenues as specifically pledged herein. (c) Payments. All payments of interest on the 2006 Bonds shall be paid by check or draft mailed on each interest payment date to the registered owners thereof as of the first day of the month of such 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 2006 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 2006 Bonds shall be made upon surrender thereof at the principal office of the Paying Agent in any coin or currency of the United States of America which on the date of such payment shall be legal tender for the payment of public and private debts. Interest on 2006 Bonds shall be payable from the interest payment date to which interest has been paid next preceding the authentication date thereof unless such 2006 Bonds are authenticated after the Record Date for an interest payment date and on or before such interest payment date in which case they shall bear interest from such interest payment date, or unless authenticated on or before the first interest payment date in which case they shall bear interest from the original date, until the principal shall be fully paid. 4 (d) Transfer and. Exchange. Each 2006 Bond shall be transferable or exchangeable only upon the Registration Record, bythe registered,owner thereof in person, or by the registered owner's attorney duly authorized in writing, upon surrender of such 2006- Bond together with- a written instrument,oftransfer or exchange satisfactory to the Registrar;duly executed bythe.registered owner or'sucb attorney,,and thereupon-anew fully registered bond or bonds;in the same aggrekMeprincipal amount, and of the.same'maturity, shall'-be executed ah&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 transferor exchange shall be'borne :by the Commission: The'City, District, Commission, Registrar and Paying Agent may treatand`consider the persons=in whose name the 2006,Bonds;are registered asthe absolute ownersthereof for.all`purposes including=forthe purpose of receivin6.payment of, or on account of the principal thereof and interest and premium„if,any, due thereon.. (e) 'Mutilated Lost.Stolenor-Destroyed'Bonds. In the event any2006.Bondis,mutilated, lost, stolen or_destroyed, the_Oty may execute and theRegistrar may authenticate a new bond of like date; maturity and denomination as that rmi lathd,-lost; stolen or destroyed, whichbewbond shall be marked iii a manner to distinguish' it from the bond for. which`it was issued, provided that; in theease of any mutil aced bond,, such mutilated bondshall. first be•surrendered to the Regisfiar; and intltc case of any lost, stolen or`destioyed band there shall be first furnished to tlte,Regi'strar evidence of such loss, theft or destruction. satisfactory to the Clerk-Treasurer and the Registrar, together with indemnity satisfactory to<,Ihem. In theevent any such bond shall have matured, instead of issuing a duplicate; bond, the City and the'Registrar- ' upon receiving indemnity satisfactory to`thern pay the same without surrender thereof: The Cityy and the Registrar may charge the,owner of such 2006 Bond with their reasonable.fees and,expenses in this connection. Any2006:Bond issued pursuant to this paragraph shall be deemed an original, substitute contractual obligation (if the City; actingTor and on behalf of the Distract; whether or not the lost,.stolenor destroyed 2066 Bond shalfbe found ai any time, and shall be entitled to all the.benefits of this resolution, equally and;proporfionately with anyand all other 2006. Bonds issued hereunder: SECTION'3. Terms of Redemption.. The 2006 Bonds, may be made redeemable at the option of the Commission on.thirty (30) days' notice; in whole or._in partjn'any order of maturities selected. by thc:Commissiorn and bylot'within a maturity, on dates and with premiums, ifany, and other terms as determined by-theTresident ofthe+Commission with ire advice-ofihe Commission's financial advisor, as evidenced by delivery of the>form ,of.2006 Bonds to the Clerk-Treasurer. Noticeofredemption shall be mailed by=first-class mail.or byregistered.or certified maifto the address of each,registered owner of;a,2006 Bond to be redeernedas shown onthe 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'2006 Bonds redeemed;; provided, however, that failure to give such noticebymailing, or- any defect therein, with respect to any.2006 Bond;shall not-affect the validity.of an'yproceedings-for the redemption of any other 2006'Bonds. The notice shall specify the date and place of redemption, the redemption price and the CUSP numbers.(if any) ofthe2066 Bonds called for redemption. The place of redemption maybe determined `by the Commission. lnterest`,on the'2006 Bonds so called for redemption shall cease on tberedemption date fixed in such notice if sufficient funds are available at the place.of redemption to pay the redemption price on1he date so named, andtherea#ter--such 2006 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 2006 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 2006 Bond without charge to the holder thereof. No later than the date fixed for redemption, funds shall be deposited with the Paying Agent or another paying agent to pay, and such agent is hereby authorized and directed to apply such funds to the payment of, the 2006 Bonds or portions thereof called for redemption, including accrued interest thereon to the redemption date. No payment shall be made upon any 2006 Bond or portion thereof called for redemption until such bond shall have been delivered for payment or cancellation or the Registrar shall have received the items required by this resolution with respect to any mutilated, lost, stolen or destroyed bond. SECTION 4. Appointment of Registrar, Paying Agent, and Escrow Trustee. The Clerk- Treasurer is hereby authorized to serve as registrar and paying agent or to appoint a registrar and paying agent for the 2006 Bonds (together with any successor, the "Registrar" or "Paying Agent'). The Registrar is hereby charged with the responsibility of authenticating the 2006 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 such 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 the institution may charge for the.services it provides as Registrar and Paying Agent. The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent by giving, thirty (30) days written notice by first-class mail to the Commission and to each registered owner of the 2006 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 maybe served personally orbe sent by 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 2006 Bonds then outstanding by first-class mail of the removal of the Registrar and Paying Agent. Notices to registered owners of the 2006 Bonds shall be deemed to be given when mailed by first-class mail to the addresses of such registered owners as they appear on thhe.Registration Record. Any predecessor Registrar and Paying Agent shall deliver all the:2006 Bonds,. cash 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. The Clerk-Treasurer is hereby authorized to appoint a financial institution to serve as escrow trustee (the "Escrow Trustee") for the.Refunded Bonds in accordance with the terms of the Escrow Agreement between the City and the Escrow Trustee (the "Escrow Agreement'). The Mayor and the Clerk-Treasurer are hereby authorized and directed to complete, execute and attest the same on behalf of the City so long as its provisions are consistent with this Resolution and the purchase contract. 6 The execution, either by the Mayor, Clerk-Treasurer, or the purchaser, of a subscription for investments of proceeds of the 2006 Bonds to be held under the Escrow Agreement in a manner consistent with this Resolution is hereby approved. SECTION 5. Form of Bonds Authorization of Book-Entry System. (a) The form and tenor of the 2006 Bonds shall be substantially as follows, all blanks to be filled in properly prior to delivery thereof: UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF HAMILTON CITY OF CARMEL, INDIANA REDEVELOPMENT DISTRICT TAXABLE COUNTY OPTION INCOME TAX REVENUE REFUNDING BOND OF 2006 Interest Maturity Original Authentication Rate Date Date Date CUSIP Registered Owner: Principal Sum: The City of Carmel, Indiana (the "City"), acting for and on behalf of the City of Carmel Redevelopment District (the "District"), for value received, hereby promises to pay to the Registered Owner set forth above, solely from sources described herein, the Principal Sum set forth above on the Maturity Date set forth above (unless this bond be subject to and be 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 any interest payment date (the "Record Date") and on or before such interest payment date in which case interest shall be paid from such interest payment date, or unless this bond is authenticated on or before December 15, 2006, in which case it shall bear interest from the Original Date, which interest is payable semi-annually on June 15 and December 15 of each year, beginning on December 15, 2006. Interest shall be calculated on the basis of a three hundred sixty (360)-day year comprised of twelve (12) thirty (30)-day months. The principal of and premium, if any, 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 or draft mailed on 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. Each Registered Owner of One Million Dollars ($1,000,000) or more in principal amount of bonds shall be entitled to receive interest payments by wire transfer by providing written wire instructions to the Paying Agent before the Record Date for such payment. All payments of principal of and premium, if any, on this bond shall be made upon surrender thereof at the principal office of the Paying Agent in any coin or currency of the United States of America which on the date of such payment shall be legal tender for the payment of public and private debts. THIS BOND DOES NOT CONSTITUTE A GENERAL OBLIGATION OR INDEBTEDNESS OF THE CITY OR THE DISTRICT, BUT THE SAME IS A LIMITED AND SPECIAL OBLIGATION OF THE DISTRICT AND IS PAYABLE SOLELY FROM A PORTION OF THE REVENUES RECEIVED OR TO BE RECEIVED BY THE CITY FROM THE CITY'S DISTRIBUTIVE SHARE OF THE COUNTY OPTION INCOME TAX UNDER INDIANA CODE 6-3.5-6 PLEDGED BY THE COMMON COUNCIL OF THE CITY TO THE PAYMENT OF THE BONDS. This bond is one of an authorized issue of bonds of the District of like original date, tenor and effect, except as to denomination, numbering, interest rates, redemption terms and dates ofmaturity, in the total amount of Dollars ($ ), numbered from 06R-1 up (the `Bonds"), issued for the purpose of providing funds for the refunding of the Refunded Bonds (as defined in the Resolution), together with authorized expenses relating thereto including the costs of issuance of the Bonds, and all other costs related to the refunding, as authorized by Resolution No. 18-2006 adopted by the City of Carmel Redevelopment Commission (the "Commission") on the 6th day of November, 2006, entitled "Resolution of the City of Carmel Redevelopment Commission Authorizing the Advance Refunding of the City of Carmel, Indiana Redevelopment District Taxable County Option Income Tax Revenue Bonds of 1998 (City Center Redevelopment Project), Authorizing the Issuance of the City of Carmel, Indiana Redevelopment District Taxable County Option Income Tax Revenue Refunding Bonds, Series 2006 to Provide Funds for the Payment of the Costs Thereof; and Addressing Other Matters Connected Therewith" (the "Resolution"), and in strict compliance with the provisions of Indiana law, including Indiana Code 36-7-14, Indiana Code 36-7- 25 and Indiana Code 5-1-5, 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 terns and provisions contained in the Resolution and the Act. The Bonds are limited and special obligations of the District, payable solely from a portion of the revenues received or to bereceived by the City from the City's distributive share of the county option income tax under Indiana Code 6-3.5-6 pledged to the payment of the Bonds by Ordinance No. D-1302-97 adopted by the Common Council of the City on July 7,1997 (the "1997 Ordinance") and by Ordinance No. D-1834-06 adopted by the Common Council of the City on November _, 2006 (the "2006 Ordinance") (the 1997 Ordinance and the 2006 Ordinance, collectively, the "Ordinance"). The pledge of such revenues to the payment of the Bonds is on a parity with a pledge by the City of a portion of the revenues received or to be received by the City from the City's distributive sbare of the country option income tax under Indiana Code 6-3.5-6 to the payment ofthe following obligations: (i) the City's County Option Income Tax Revenue Bonds,.Series 2002 (the "2002 Bonds"); (ii) certain lease rental payments under a Lease Agreement, dated as of July 8, 1997, between the City of Carmel Redevelopment Authority (the "Authority"), as lessor, and the Commission, as lessee, as amended by the First Amendment to Lease Agreement between the Authority and the Commission, dated asofMareb 1, 2004 (collectively, the "1997 Lease"); and (iii) certain lease rental payments under a Lease Agreement between the Authority, as lessor, and the Commission, as lessee, dated as ofJuly 1, 2006 and as amended by Addendum #1 to Lease, dated as of August 1, 2006 (as amended, the "2006 Lease"). Upon satisfaction of the conditions set forth in the Ordinance, the City may from time to time by ordinance identify any bond, note, warrant or other evidence of indebtedness, any lease or any other obligations, whether issued by the City, the Commission or any other person, as an obligation, in addition to and on a parity with the Bonds, the 2002 Bonds, the 1997 Lease and the 2006 Lease, secured by the pledge of county option tax revenues underthe Ordinance. [The Bonds of this issue maturing on or after are redeemable at the option of the Commission on or any date thereafter, on thirty (30) days' notice, in whole or in part, in any order of maturities selected by the Commission and by lot within a maturity, at 100% of face value and without premium, plus accrued interest to the date.fixed for redemption. [Insert mandatory sinking fund redemption terms, if necessaryl Notice of such redemption shall be mailed by first-class mail or by registered or certified mail not more than sixty (60) days and not less than thirty (30) days prior to the date fixed for redemption to the address of each Registered Owner of a 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 maybe 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 atthe 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-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 this 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 neither the City nor the District shall have any further obligation or liability in respect thereto. 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 9 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 in any one year are issuable only in the denomination of Five Thousand Dollars ($5,000) or any integral multiple thereof not exceeding the aggregate principal amount of the Bonds maturing in such year. A Continuing Disclosure Contract from the Commission to each registered owner or holder of any Bond, dated as of the date of initial issuance of the Bonds (the "Contract'), has been executed by the Commission, a copy of which is available from the Commission and the terns of which are incorporated herein by this reference. The Contract contains certain promises of the Commission to each registered owner or holder of any Bond, including.a promise to provide certain continuing disclosure. By its payment for and acceptance of this. bond, the registered owner or holder of this bond assents to the Contract and to the exchange of such payment and acceptance for such promises. It is hereby certified.and recited that all acts, conditions and things required to be done precedent to and in the preparation and complete 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 said City, for and on behalf of the Redevelopment District of said City, by the manual or facsimile signature of the Mayor of said City, and attested by manual or facsimile signature by the Clerk-Treasurer of said City, and the seal 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 10 It is hereby certified that this bond is one of the bonds described in the within-mentioned Resolution duly authenticated by the Registrar. as Registrar Authorized Representative By: 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. TEN. ENT JT. TEN UNIF. TRANS. MIN. ACT (Cust.) Custodian (Minor) under Uniform Transfers to Minors Act of (state) Additional abbreviations may also be used, although not contained in the above list. STATEMENT OF INSURANCE (If applicable) ASSIGNMENT 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 $5,000) of the within bond and all rights thereunder, and hereby irrevocably constitutes and as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common 11 appoints , attorney to transfer the within bond on the books kept for the registration thereof with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: NOTICE: Signature(s) must be guaranteed by an eligible guarantor-institution participating'in a Securities Transfer Association recognized signature guarantee program. (End of Form of 2006 Bond) (b) The 2006 Bonds may, in compliance with all applicable laws, be issued and held in book-entry form on the books of the central depository system, The Depository Trust Company, its successors, or any successor central depository system appointed by the Commission from time to time (the "Clearing Agency"). The Commission and Registrar may,,in connection herewith, do or perform or cause to be done or performed any acts or things not adverse to the rights of the holders of the 2006 Bonds, as are necessary, or appropriate to accomplish or recognize such.book-entry form 2006 Bonds. During any time that the 2006 Bonds are held in book-entry form on the books of a Clearing Agency: (1) any such 2006 Bond maybe registered upon the books kept by the Registrar in the name of such Clearing Agency, or any nominee thereof, including CEDE-& Co., as nominee of The Depository Trust Company; (2) the Clearing Agency in whose name such 2006 Bond is so registered shall be, and the Commission and.the Registrar and Paying Agent may deem and treat such Clearing Agency as, the absolute owner and holder of such 2006 Bond for all purposes of this resolution, including, without limitation, the receiving of payment of the principal of, premium, if any, on and interest on such 2006 Bond, the receiving of notice, and giving of consent; (3) neither the Commission nor the Registrar or Paying Agent shall have any responsibility or obligation hereunder to any direct or indirect participant, within the meaning of Section 17A of the Securities Exchange Act of 1934, as amended; of such Clearing Agency, or any person on behalf of which, or otherwise in respect of which, any such participant holds any interest in any 2006 Bond, including, without limitation, any responsibility or obligation hereunder to maintain accurate records of any interest in any 2006 Bond or any responsibility or obligation hereunder with respect to the receiving of payment 12 of principal of, premium, if any, on or interest on any 2006 Bonds, the receiving of notice or the giving of consent; and (4) the Clearing Agency is not required to present any 2006 Bond called for partial redemption prior to receiving payment so long as the Registrar and Paying Agent and the Clearing Agency have agreed to the method for noting such partial redemption. If either (i) the Commission receives notice from the Clearing Agency which is currentlythe registered owner of the 2006 Bonds to the effect that such Clearing Agency is unable or unwilling to discharge its responsibility as a Clearing Agency for the 2006,Bonds or (ii) the Commission elects to discontinue its use of such Clearing Agency as a Clearing Agency for the 2006 Bonds, then the Commission and Registrar and Paying Agent each shall do or perform or cause to be done or performed all acts or things, not adverse to the rights of the holders.of the 2006 Bonds, as are necessary or appropriate to discontinue use of such Clearing Agency as 'a Clearing Agency for the 2006 Bonds and to transfer the ownership of each of the 2006 Bonds to such person or persons, including any other Clearing Agency, as the holder of the 2006 Bonds may direct in accordance with this resolution. Any expenses of such discontinuance and transfer, including expenses of printing new certificates to evidence the 2006 Bonds, shall be paid by the Commission. During any time that the 2006 Bonds are held in book-entry form on the books of a Clearing Agency, the Registrar shall be entitled to request and rely upon a certificate or other written representation from the Clearing Agency or any participant or indirect participant with respectto the identity of any beneficial owners of the 2006 Bonds as of a record date selected by the Registrar. For purposes of determining whether the consent, advice, direction or demand of a registered owner of the Bond has been obtained, the Registrar shall be entitled to treat the beneficial owners of the 2006 Bonds as the bondholders and any consent, request, direction, approval, objection orother instrument of such beneficial owner may be obtained in the fashion described in this resolution. During any time that the 2006 Bonds are held in book-entry form on the books of a Clearing Agency, the Mayor, the Clerk-Treasurer and/or the Registrar are authorized to enter into a Letter of Representations agreement with the Clearing Agency, and the provisions of any such Letter of Representations or any successor agreement shall control on the matters set forth herein. The Registrar, by accepting the duties of Registrar under this resolution, agrees that it will (i) undertake the duties of agent set forth therein and that those duties to be undertaken'by either the agent or the issuer shall be the responsibility of the Registrar, and (ii) comply with all requirements of the Clearing Agency, including without limitation same day funds settlement payment procedures. Further, so long as the 2006 Bonds remain and are held in book-entry form, the provisions of Section 5(b) of this resolution shall control over conflicting provisions in any other section of this resolution. SECTION 6. Refunding of the Refunded Bonds and Costs of Issuance. Concurrently with the delivery of the 2006 Bonds, the Clerk-Treasurer shall acquire, with the proceeds of the 2006 Bonds and cash on hand, investments as permitted under the resolution authorizing the Refunded Bonds (the "Obligations") to be used, together with certain cash from the proceeds of the 2006 Bonds and cash on hand, if any, as set forth in the Escrow Agreement, to advance refund and legally defease the Refunded Bonds all as set forth in the Escrow Agreement. In order to advance refund the Refunded Bonds, the Clerk-Treasurer shall deposit the Obligations and certain cash„ if any, with the Escrow Trustee for deposit into the Escrow Account under the Escrow Agreement in an amount 13 sufficient to provide moneys for the payment of the principal of and interest on and redemption premium, if any, on the Refunded Bonds until December 15, 2007, the earliest date upon which the Refunded Bonds may be called for redemption. The Clerk-Treasurer shall obtain a verification of an accountant as to the sufficiency of the funds deposited in the Trust Account under the Escrow Agreement to accomplish said current and advance.refunding and legal defeasance of the Refunded Bonds. Costs of issuance of the 2006 Bonds not otherwise paid shall be paid from the remaining proceeds of the 2006 Bonds by the Clerk-Treasurer. When all the costs of issuance of the 2006 Bonds have been paid, the Clerk-Treasurer shall then transfer any amount then remaining from the proceeds of the 2006 Bonds to the Bond Principal and Interest Account defined and described in Section 7(b). SECTION 7. County Option Income Tax Fund. (a) COIT Revenues. There is hereby continued from the 1998 Resolution a fund known as the "Redevelopment District County Option Income Tax Fund" consisting ofa Bond Principal and Interest Account,' a_ Reserve Account and an Excess Account (the "Redevelopment District COIT Fund"). The COLT Revenues received by the District from the City shall be used and applied by the Commission only as provided in this resolution in strict accordance with the provisions of Indiana Code 6-3.5-6. All of such.COIT Revenues shall be segregated and kept in special accounts separate and apart from all other funds of the District and-shall be used and applied in payment of bonds and interest thereon which by their terms are payable from such revenues, in accordance with this resolution and Indiana Code 6-3.5-6. The Bond Principal and Interest Account and Reserve Account are sometimes referred to herein as the "Sinking Fund." The District hereby covenants and agrees to cause to be kept and maintained all of such accounts so long as needed for the purposes set forth herein. All of the COIT Revenues received by the District shall be set aside in the following accounts in the following order of priority and to the extent indicated below: (1) Bond Principal and Interest Account; (2) Reserve Account; and (3) Excess Account. (b) Bond Principal and Interest Account. As soon as possible upon receipt by the District of each distribution of COIT Revenues, the District shall set apart and pay all of such distribution into the Bond Principal and Interest Account to be used to pay the interest on and principal of the 2006 Bonds; provided, however, that the District may deposit into the Bond Principal and Interest Account any other legally available funds of the Commission, and no deposit shall be made into such account whenever the balance therein is sufficient to pay the next following semi-annual interest and principal (if any) payments on the 2006 Bonds. 14 (c) Reserve Account. At the time of the sale of the 2006 Bonds, the President of the Commission, with the advice of the Commission's financial advisor, shall determine the amounts, if any, that are reasonably required to be maintained in the Reserve Account to secure the 2006 Bonds (such amount is referred to herein as the "Reserve Requirement"), and what portion, if any, of the proceeds of the 2006 Bonds should be deposited in the Reserve Account on the date of sale. On the District's receipt of each payment of COIT Revenues, there shall be set aside in the Reserve Account, after making any required deposit into the Bond Principal and Interest Account, any amount necessary to build or restore the balance of such Reserve Account to the Reserve Requirement. All money in the Reserve Account shall be used and withdrawn on any June 15 or December 15 solely for the purpose of making deposits into the Bond Principal and Interest Account, in the event of and to the extent of any deficiency in the Bond Principal and Interest Account with respect to any payment on the 2006 Bonds then due. Any amount in the Reserve Account in excess of the Reserve Requirement shall be withdrawn from time to time and deposited in the Bond Principal and Interest Account. (d) Excess Account. Any remaining COIT Revenues of the District shall be deemed excess funds and shall be deposited in the Excess Account for appropriation and use as permitted by law. In the event of any deficiency at any time in the Bond Principal and Interest. Account for the purposes of paying the interest on or principal of the 2006 Bonds or any additional bonds as authorized herein, funds may be withdrawn from the Excess Account for deposit into said Bond Principal and Interest Account in the amount of such deficiency. (e) Investment of Accounts. All funds in said accounts shall be segregated and kept separate and apart from all other funds of the District and shall be deposited in lawful depositories of the District and continuously held and secured or invested as provided by law. Interest earned in each such account shall be credited to such account. SECTION 8. Sale of Bonds. (a) The 2006 Bonds shall be sold at a private, negotiated sale, at a price not less than ninety-eight percent (98%) of the par amount thereof, to anypurchaser or purchasers selected by the President of the Commission, with the advice of the Commission's financial advisor. The President of the Commission is authorized and directed, for and on behalf of the Commission, to execute and deliver any bond purchase or placement agreement or agreements necessary or appropriate to effect such sale. (b) After the 2006 Bonds have been properly sold and executed, the Clerk-Treasurer shall receive from the purchasers payment for the 2006 Bonds and shall provide for delivery of the 2006 Bonds to the purchasers. (c) The 2006 Bonds, when fully paid for and delivered to the purchaser, shall be the binding limited and special obligations of the District, payable solely out of the COIT Revenues. The proper officers of the District and the City are hereby authorized and directed to do whatever acts and things maybe necessary or advisable to carry out the provisions of this resolution. 15 (d) At the time the 2006 Bonds are sold, the President of the Commission is authorized, with the advice of the Commission's financial advisor, to secure municipal bond insurance and/or credit ratings on the 2006 Bond or such other credit enhancement as they deem necessary or advisable to facilitate the sale of the 2006 Bonds, and to execute all required agreements and documents in connection therewith. SECTION 9. Legal Opinion. Prior to the delivery of the 2006 Bonds, the Clerk- Treasurer shall obtain a legal'opinion as to the validity of the 2006 Bonds from Barnes & Thornburg LLP, Indianapolis, Indiana, bond counsel for the Commission, and such opinion shall be furnished to the purchasers of the 2006 Bonds at the expense of the Commission. The costs of obtaining any such insurance and/or credit ratings, together with bond counsel's fee in preparing and delivering such opinion and in the performance ofrelated services in connection with the issuance, sale and delivery of the 2006 Bonds, shall be considered as a part of the cost of issuance of the 2006 Bonds and shall be paid out of the proceeds of the sale of the 2006 Bonds. SECTION 10. Defeasance. If. when the 2006 Bonds or any portion thereof shall have become due and payable in accordance with their terms or shallhavebeenduly called for redemption or irrevocable instructions to call the 2006 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 (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, or securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America to which direct obligation or guarantee the full faith and credit of the United States of America has been pledged, and to the extent permitted by Indiana law and by each rating agency maintaining a rating on the 2006 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 and the interest on which when due without reinvestment will provide sufficient moneys, 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 2006 Bonds or such designated portion thereof shall no longer be deemed outstanding or secured by this Resolution. SECTION 11. Additional Bonds. The COIT Ordinance and the 2006 Council Ordinance (collectively, the "Pledge Ordinance") provide for the issuance by the City of additional bonds and. other obligations payable out the COIT Revenues ranking on a parity with outstanding bonds and obligations secured by the COIT Revenues upon the satisfaction of certain conditions.set forth in the Pledge Ordinance. Pursuant to the Pledge Ordinance, the City and the Commission reserve the right to issue additional bonds and other obligations and to identify such additional bonds and other obligations, as.Secured Obligations payable out of the COLT Revenues ranking on a parity with the 2006 Bonds, or to refund obligations, subject to the conditions set forth in the Pledge Ordinance. SECTION 12. Amendments. Subject to the terms and provisions contained in this section, and not otherwise, the owners of not less than a majority in aggregate principal amount of the 2006 16 Bonds then outstanding shall have the right, from time to'time,,anything contained in thi's resolution. to the contrary notwithstanding, to consent to and approve the?adoptionby the.Commission of such resolution or resolutions supplemental, hereto as shall-be deemed necessary, or desirable by the C,ommission'for the-purpose of am ending,in, anyparticularany 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 any2006 Bond oranadvancement of the earliest, redemption date on any 2006 Bond, without the consentof the holder of each 2006 Bond-so, affected; or 2006 Bond :or theirate of (b) A reduction in the principal amount of-any, interest thereon or the premium.payable upon redemption thereof; or a change in the monetary medium in which such amounts are payable; without -the. consent of the, holder cf'each 2006 Bond so affeeted;,or (c) A prefefence or priority of any 2006 Bond over any other 2006 Bond,, without the consent of the:holders of all 2006BondsAhen.outstanding; or (d) A.reductioh'iii the aggregate`pnncipal-amount of the 2006 Bonds required for consent to such supplemental resolution; without the consent of the holders of,ad_2006.Bonds then outstanding:: 4f the Commission shall desire to obtaimany such consent, t, shall cause the'Registrarto,mail a-notice,.,postage prepaid, to,the,addresses appearing on the Registrakgrr Record. Sucli' notice shall brietlyset forth the nature of theproposed.suppleinental resolution and shall state that a copythereof is on file at.the office'of the Registrar for inspection by all owners ofthe2006 Bonds. The Registrar shall not, however, be subject-to any, liability to any owners of the 2006 Bonds by feason ofitsfailure to,mail'such notice; and any such failure shall riotaffect 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 inailirig of such notice, the Commission shall receive anyinstnimentor instruments purporting,to bcicxecuted by the owners of the 2006 Bonds of not,less than a majority in aggregate principal amountof the,2006 Bonds then outstanding, which instrument, or instruments shall refer'- to the praposed supplementat resolution described in such notiee and shall 'specifically consent to and approve the adoption'thercof., in substantially the form of the copy thereof referred to in such notice as on fil e. with the; Registrar, thereupon, but not otherwise, the Comhission may adopt such supplemental resolution in substantially such forin, without lial ility'or'responsibility to any owners oftbe 2006,Bonds,whetheT or not such owners shall have consented thereto. No owner of any 2006 Bona `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 m anymanner to question the.,propiiety of tlie;adoption thereof, of to enjoin or 17 restrain the,Commissi`o_n:or its officers froin adopting the same„or from`taking many 4ctionpuTsuam:W the provisionsthereof. Upon the adoption of any supplemental resolution pursuant! to. the provisions ofth s section,;ihis resolution. shall he,land Aall 'be deem ed,.modified=and amended: in ,accord ance therewith, _and the respective tights, duties and obligatibiis under thts.resolution oftlie Commission. and the City'and all owners of2006 Bonds then,outstanding shall thereafierbe determined, exercised and enforced.in accordance with this resolution,, subject,in.all respects,to such modifications and amendments. TVotwitlistanding anything contained ui,the foregoing,provisions of this.resolution,therights, duties?and obligations of the Commission and the Cityand of;the.owiiers of the 2006 Bonds; and the terms and provisions of.the.20.06 Bondsand this resolution; or any supplemental resolution, niay' be. modified ovamended in any?respeci'witb the consent of the Commission and the,consent of the owners of alfthes2,006 Bonds therroutstanding. Without notice;to or consent of the owners; of the 2006 Bonds;'thet,ommission may, from time to time and at anytime, .adopt ;such-resolutionssupplemental hereto as shall notbe inconsistent. with the.teirfis?apd„provisions hereof.(which supplenieptal resolutions':sliall thereafter form a part hereof): (a) to cure any ambiguity or formal defector. omission in this, resolution or injany.supptemental resolution; or (b) to grant- to or confer upon the owners of the 2006 Bonds any additional. rights; remedies,.powers, authority or securitythatmay lawfully be granted to or'conferred upon the owners of the 2066 Bonds; or (c)', to procure a rating on the 2006 Bonds from 40 nationally recognized securities rating agency designated in such °supplemental resolution, if such supplemental;resolu ion,will notsadversely affeci the owners of ther2006 Bonds; or (d) to secure or maintain bond..insnrnncewith respect;to the 2006:Bonds, or (e) to provide fotthe refunding or advance refunding' of the 2006.Bonds; or (f) to make any othef change which, in tlfd determination of the Conimission}in its sole discretion, is not to the matedal,prejudice of the owners of the 2006 Bonds: SECTION 11 If legal Iyrequired as a part of:apublic offering of fhe 2006 Bonds,.the President and Secretaryof the Commission and/or the Mayor,and Clerk-Treasurer are hereby authorized'to deers final-an official statement with respect to the.2606,Borids, as of its date, hi accordance with tie-provisions of Rule l 5c2-12 of the United- States Securities and Exchange Commission; as amended (the " SEQRule" ), subject to completion as.,permitted' by'the SEC'Rule; and,the Commission further,authofizes the 1'8 distribution of,tlie deemed finalofficial statement,,and tlie,execution, delivery and distribution of such document as'fdrther niodi$ed and amended with theapproval of the Clerk-Treasurer.m -the form ofa final official statement. In older to assist any'underwrite "of the 2006 Bonds iwcomplying with paragraph (b)(S) of the SEC Rule:by undertaking iosm ake available appropriate disclosure about the Commission and the City and ilie 2006 Bonds.to.participants in,the.municipal securi ties market, the'Commission ahd(or the City mayjn 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 e.1iyery bytheCommission arid/o`rthe City of the continuing disclosureeontract, and't he performance by the Commissiorran&or the City of its obligations.thereundcr by orthrough any employee or agent; of the Comm ission,or the City, are hereby approved. SECTiON14. NaConflict All resolutions and'orders-or parts thereof inconflictwiththe provisions of this'resolutiomare to the extent of'such conflicthereby repealed. After,the issuance of the 2006 Bonds authorized by this resolution and,so long as any of the 2006 Bonds or interest or premium, if any,, thereon remains,unpaid, except'as expressly provided liercin,'this resolutiowshall nofbe repealed or amended in.anyrespectrwhich will materially adversely affect the rights of the holders ofthe 2006 Bonds, nor shall thc.Commission adoptanylaw or resolution which'.in any way materially adversely affects'.tha.nglrts of such holders: 'SECTION 15. Severabilityi Ifanysection, paragraph er.proyisigri:ofthis rgsolvtionshall be held ,tabe invalid. or unenforceable--for any reason, the.invalidityor unenforceability of'such section, paiagraph:or provision shall not affecrany of the remaining provisions of this resolution. SECTION '16. Non-Business Wvs.`Ifthe.d"ateofmaking'anypayment orthelast date,for perfor-mance'of any acf or the exarcising,o£any right; as provided in.ihis-resolution, shall be al egal holiday or a day on.which banking-institutions in the City or'the jurisdictionin which the Registrar or Paying.Agent is located are,typically closed, ,such paytnent may be made or act performed or tight exercised onthe next succeeding day nota legal liolidayor a day on which such banking institutions are typically clowd,'witb the sarne'foree.and effect as if done on.the nominal date provided'in this resolution, and no;interest:shatl accrue for the period after such nominal date. SECTION`17.. Inteforetation. Unless the context-clearly requires otlerwise, references herein to statutes or other laws include the same as modified; supplemented of superseded from tune to time. SECTION-18. Other Actions. Each:offieer of.the Commission and"the City is hereby authorized and,directad,.for and on behalf of the Commission or the,City, to execute and'deliver any contract, agreement, or other instrumem,; or to take.any other action, determined by such officer to,be necessary or appropriate to effect the transactions contemplated by 'thus resolution, 'such determination to'be conclusively evidenced by such officer's having rexecuted •and delivered such . contract, agreement Or other instrument, of having taken such other action, and any such contract, agreement or other instrument heretofore executed,,and delivered', and any such actiop herefofore 19 taken, is, hereby ratified and approved. SECTION 19. Effectiveness. This, resolution, shall be ih full force--and effect from and after,its passage and upon the passage,ofth6 2006 Council Ordinance by.the Common Council ofthe City. Upon paymentInTull of Nie principal, premimn, if any„and interest respecting,the2006 Bonds authorized liereby of up'an deposit of an -amount .suffieient ,to pay-when. due-such arnountsr in accordance with the defeasance provisions herein, all pledges;,covenants and other r ghts;grantedby this resolution shall cease. 20 Passed,and adopted this 6`b day of November, 2006. CITY OF CARMEL REDEVELOPMENT COMMISSION President Vice President iNOSDI 861K(ft N M920v2 21 Member