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RESOLUTION, NO. 10-'N06
RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT
COMMISSION AUTHORIZING THE ISSUANCE,QF 60I11 =COUP sE
REVENUE BONDS FOR THE7'PURPOSE OF PROVIDING FUNDS TO
PAY -FOR -THE ACQUISITION OF THE BROOKSHIRE` GOLF CLUB'
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!'), there is created the City of Carmel Redevelopment. District
(the "District"), governed by, the '.City of Carmel `Redevelopment` Commission (the
"Commission") opuating;under LC `36-i-14 and IC 36-7-25 (collectively„the and
WHEREAS, the Act authorizes the Commission to issue bonds of the bistrict, in the
name of the Cityj,n anticipation of revenues of the District and to, usc,thc.proceeds of such
bonds,to acquire and develop, property in,theDistrict;;and
WHEREAS„ the Commission deems it advisable to issue the ",City of Carmel, Indiana
Redevelopment District, Golf Course Revenue Bonds, Series ''(with such series notation
necessary to indicate,the year in4hich the bonds-ardissued and as, furthei described herein) (the
"Bonds"), in'one or More series; in an original aggregate; principal amount not-to exceed Two
Million Nine Hundred Ninety-Five Thousand- Doilars ($2,995,000) (the "Authorized Amount')
for t}ie`purpose of providing for the payment of (i) costs of.acqu' fing'the real estate commonly
known as the Brookshire, Golf Club located .in the District (the^"project"),,(ii) all incidental
expenses incurred in connection thereAvith (all of which are,"deeited to,be a part., fthe Project),
.
(iii'fundmg capitalized a , interest on the Bonds;,(iv) funding a debt service reservejacdount for tilt,
Bonds and,(v) the costs,o€selling and issuing the Bonds;;and
WHEREAS, it would be of public> utility and, benefit and in the best interests of the
Dist&t'and' ifs citizens to pay the costs of the Project and of the sale and issuance of-the Bonds,
which will,provide special, benefits to property owners in the District; such-Bonds to be issued as
golf course revenue bonds of the Districf as described more fully'herein; and
WHEREAS,, the'ambinit of proceeds, of the, Bond§+allocated to,pay costs of the Project,
together with estimated investment earnings thereon, does.not,exceed the-cost offthe Project as
estimated by the Commission; and
WHEREAS,.the Commission desires to:authorize the issuance of a bond anticipation note
or notes hereunder, if,neccssary, payable flow tho proeceds of the revenue .bonds authorized
herein (the "BA•Ns"), and to authorize the rcfinding,of said BANs; if,issued; and,
WHEREAS, all conditions precedent to• the adoption of a, resolution authorizing` the
issuance of the Bonds have been, complied, with inaccordance: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. Auttioriation for-Bonds,., In order to provide (i) financing for theProject
,as described 'above,, (ii) funding for' capitalized; interest on the Bonds,. (iii) funding for a,. debt
serviee reserve account for the Bonds,; and (iv),for the costs of selling and issuing the Bonds; the
Distnet"sfiall borrow?money,,and the;City, actingfior and,on behalf o£-the Districi, shall issue the
Bonds (and may issue BANs)`as'Iierein,a:bthorized.
The City;'acting,for and on behalf of the District, shall issue,'if necessary, BANS:fcir the
purpose of procuring; interim financing, for the. Project. Any such issuance shall,be in accord
with,the.provisions of Section 10 of tins;gesolution.
SECTION,2, General Terms ofBonds.
(a) Issuance of Bonds. In order to procure said loan for such purposes; the
Commission hereby authorizes the issuance of, the Bonds; in one or more soties, as described.
herein, The Clerk-Treasurer of the. City (the, "Clerk='Treasure?') is hereby authorized and
directed. to have prepared andto issue, and sell the Bonds as' negotiable, fully registered boiids
of the Distriet.iri an arriount not to exceed',the Authorized:Amouut.
The 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;thc manual:or facsimile signature+of the Clerk-Treasurer,, who shall affix the seal of
the City to each of:tli6:Bonds manually of shall have the scal,imprinted,or impressed thereon by
facsimile or othermeans. In-case anyiotTrcer whose signature or facsimile signature appears on
`the_Bonds shall cease,to besuch. officer- before the delivery-of the bonds, such signature shall
nevertheless be'valid and sufficient for allpurposes,as if such officer had ren ained,iwoffice until
delivery thereof. The Bonds also Aall,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 A hereof),.
The Bonds shall be numbered consecutively from 1 upward, shall be `issued in ,airy
denomination, shall be originally dated as,, of the first. day,of,the,monthdn;wfiich theBonds.are
sold or'as of,;the date-of issuance ofthe Bonds, and shall bear_inteirest payable;,semi-annually on.
February 1 and August I in'the ' years,determined:by the President of the Commission at the time
of th'e sale of the,Bonds„at a,rate or rates, not exceeding,;eight percent (8.000/d) per:;annum (they
exactrate or rates to he determined by negotiation), calculated on the,basis- of a'360-day: year
comprised- of:twelve, 30-day months.. 'The Bond's' shall be sold at a' discount not exceeding two
percent,(2%) of the principal amount thdireof, The Bonds,shall:rniiture, serially on.February,l and
August 1 inthe years determined by`tlic president of-the Commission aVtlie time of the,sale,of
the Bonds;_ over .a, period-not exceeding twenty (20), years from the, date of'the first' in'terest'
payment-, date, each serial maturity to be in such principal amount ass :determined by the'President
of Commission; with the,advice:of the,Commission's,financial advisor.
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All or a, portion of the Bonds, may be: aggregated'intb and issued'as one or'more terrn
bonds The term'bonds will be subject to mandatory:sinking. fund.redemption•with•sinking fund
payments ,and .final maturities corresponding to the seria€- maturities, described above. Sinking
fund paymennts shall be applied to retiie a -portion' of 'the term bonds as though it. were 'a
.redemption of serial bondsi;and, if'more than one term bond of,any maturity isoutstanding,
redemption of such maturity shail` be made by lot. Sinking fund, redemption payments shall be
made in a principal; amount egiual to sucli serial maturities, plus 'accrued interest to the
redemption date; but Without premium or penalty. Tor Al purposes of this--resolution. =su&
mandatory sinking fund redemption payments shall be deemed to be`.required payments of
principal which tnatute,owthe date.of such sinking fund.0ynents. Appropriate changes shall be
madein the. definitive form of Bonds, relative to the.form of Bonds contained in thisresolution,
to reflect,any mandatory sinking fund iedernption terms.
(b) Source of Payment. The, Bands as to both principal and tnterest shall be solely
payable from and secured by an irrevocable pledge of iiie-net "revenues (gross revenues. after
deduction only for the payment ,of the reasonable expenses of operation, fepair and
maintenance) derived f am the operation of the golf-course facility comprising the Project•(the
"Nef=Revenues" ). Upon advice of the Commission's, financial` advisor, the- President,ofthe
Commission is hereby -authorized to provide further security foi'the Bonds by contract with the
purchaser tlrereof;on tei,ins and eonditions satisfactory to,the President: ln.'addiiioni the-Bonds
may be paid",.from any other revenues legally available twthe Commission.
The Bonds are not a general obligation of the City or the District: 'lie District'shall not
be obligated tot-pay the Bonds orthe-interest thereon, except,&om the Net,Revenues, and the
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 tlie;provisidns and limitations
of tfieeonstitution of the State of Indiana.
(c) Pavri eats. All. payments of interest on the Bonds shall'be paid by check -mailed;
one business day- prior o the interest-payment; date to the registered owners thereof'as of the
firsr(ist) day-of the month. of tife interest payment date (tlic "Record Date") at the addresses as
they appear "on the registration and transfer.books of the Commission'kept fors that purpose=by
the Reg' strar (the "Registration -Record") or,?at such other address es is `provide'd,to the Paying
Agent (as defined in Section 4 hereof) .m Writing.Ky such registered owner. ,Each registered
owner' of One Million, Doliars ($1,000,000) or more in principal amount of Bonds shall-'be,
entitled to receive -interest-payinents by Mee transfer by.providing'written wire instructions to
the Paying Agent before the - Record D ate for such 'payment..Nll principal payments, and
premium paymentsi,:if any, on the.Bonds. shall `be-made ;upon, surrender`"thereofat the principal
office of the Paying Agent, in, any U_S, coin or:currencywhich on the,date of such payment"
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shall be legal tender for the payment,of public-and; private. debts.
Interest on the Bonds shall be payable:from,the interest.payment-date to which interest
has been paid next:precedingtheauthentication date thereof'unless:such 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'authentieated on or
before ahe.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 Exchande. Each Bond shall be transferable or exchangeable only
upon the Registration Record,,by ihc?registered owner thereof in writing,. or,by the registered
owner's attorney duly authorized in writing, upon, surrender of such Bond. together-with a
written instrument of,transfer or exchange satisfactory to' the Registrar duly executed by the
.registered owner or such.:attomcy, and thereupon anew .fullyxegistered 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
exchangetherefor: 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 confi&tion.ther`ewith; which
shall be payable by the person requesting such 'iransfer or exchange. The City; the
CommissicJn,jheRegistrar and the Paying. Agent: may treat,and.considerthe-persons„in whose
narries•such Bonds are registered as the absolute owners thereof for all pure"oses including for
the purpose of receiving=payment of, or on account of,the principal `thereof and interest and
premiptri, if any, ;due thereon:
(e). Mutilated, Lost; Stolen or Destroyed Bonds, 'in the event any Bond is mutilated,
lost; stolen, or destroyed, the City may execute-rand the, Registrar may authenticate, a new bond.
of.likedate, maturity and denomination.as that mutilated, lost, stolen oi,destioved, which new
bond shall be=marked in a• manner-to distinguish:it from the bond for which `it was issued;
proyided'that, in the,case of any mudlated.bond;:such muiilated'bond shall first be surrendered
to the Registrar; and in the-case of any lost, stolen or- destroyed bond there.slrall be-first
fumished"to the-Registrar evidence of such loss, theft or destruction satisfactory to tlic Clerk-
Treasurer„andthe Registrar,. together. with indemnity satisfactory to #hepi. Jn. the event any such
bond shall have matured, instead of issuing?. a duplicate' bond, the Cityand'theRegistrar may,.
upon receiving; indemnity satisfactory to them, pay the same-without, surrender thereof. The
City and the Registrar may charge'the owner of such 'Bond with their reasonable, fees and
expenses in. this connection. Any Bond issued pursuant to this paragraph': shall.he deemed -an
original, substitute contractual obligation of the City; acting for. and, on behalf of the District,
whether or n6i the iost; stolen or destroyed Bonli Miall' be found at any time; and shall be,
enti[ledto all-the benefits of this'resoluti'on, equally and proportionatelywith any'and all other
Bonds issued hereunder:
SECTION '1 Terms of Redemption_ 'The Bonds'may bednade redeemabie;at the option
of the Commission, in whole,or in part; in anyordet-ofmaturities seleeted.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 thc?advice.of:the Commissiori's finandial advisor; as
evidenced by'delivery of the'fomr ofBonds to the,Clerk-Treasurer:
Notice of redemption,shall be inailed,by first-class mail to,tre address of each, registered
owner 'ofa Bond, to fie-redeeted ws,shown on the Registration Record hot"more tlran sixty (§0).
days and not less.ihan thirty(30),days prior tothe date fixed for redemption except to the extent
such redemption dotice"isrwaived by owners of Bonds redeemed, "provided, however; that,failurc
to give such --notice bymaiiing,-.or any defect therein; with,respect to any Bond shall not affect the
validity of any proceedings J& the redeinption,of any other_,Bonds. The notice shall specify, the
date and place of redemption,, the red'etnption price and the CUSIP numbers, if auy,.of the Bonds
called for. redemption. The place.ofredemption maybe determined by the Commissions Interest
on the' Bonds! so.called".for redemption shall cease on the redemption date fixed in such notice if
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sufficient funds are available authe place..ofredemption to pay the redemption;price,on the date
so named;:and thereafter,. such Bonds-shall no longer"be protected by thus resolution,and.sliall riot.
be deemed to be,outstanding, hereunder. and the holders thereof shall have. the right only to
receive, ihe redemption price.
All 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 Bond without charge to the.holder.thereof.
No.'later than the date fixed for.redemption, funds shalLbe deposited with the Paying
Agent ovanothei paying agent to pay,:and such agent: is hereby authorized and directed to apply
such funds to the payment of, the Bonds or portions. thereof called for redemption, including
accrued interest theregn to the'redeniption date. No'paymeriCshall be made upon any'Bond•or
portion thereof call ed-for`retleinption until such bond shall-have been delivered for paymem,,or
cancellation ontIhe Registrarshall,have-received, the items required by'tUFresolution with respect
to-any _mutilated, lost,:.'stoleifor destroyed bind'.
SECTION 4. -Appointment- of Registrar and Paying Agent: The. Clerk Treasurer °i's
hereby authorized to serve as registrar. and paying agent,, or to appoint a_ registrar land paying
agent for ,'then Bonds (together with any successor, the "Registrar'" r "Paying .AgentThe
Registrar is hereby, charged with. theiresponsibility of authenticating the Bonds; and shall keep
.and maintainAthe Registration. Record' ai its office. The Mayor•is hereby,authorized to enter-into
such agreements or:miderstandings 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,institutionmay 61iar2o.0-the services,tt;provides as Registrar and Paying
,Agent.
The:. Regisirarand-Paying Agent.may at anytime, resign as Registrar, and Paying Agent by
giving thirty (30) days written notice to the Commission and to each registered 'owner of the
Bondsahen outstanding, and.suchiresignaton will take effect at the;end ofauch,thirty (30) days
or upon rile 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 Coimission may-appoint a:successor Registrar
and Paying 'Agent The Commission shall notify each registered owner of'the Bond-then
outstanding of the removal of•the,Regi'strar and Paying,Agent. Notices to registered owners;of
the-Bonds shall be deemed to_.belgiven when mailed by first-class mail'to the.addresses of such.
registered owners ias they appear on the Registration -Record. Any predecessor Registrar and
Paying Agent shall deliver- all the Bonds, cash. and investments related thereto in-its- pp"sse-ssion
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.
SECTIONS., Form of Bond's (a) The forrri arid' tenor of the Bonds shall be
substantially as follows, all blanks to be filled in properly and all necessary additions and.
,deletions to'be.made prior toadeliverythereof:
"R_
UNITED STATES OF AMERICA
STATE OF INDIANA COUNTY`OF'HAMILTON,
CITY OF CARMEL, INDIANA
REDEVELOPMENT DISTRICT.GOLF COURSE REVENUE
BOND, SERIES
Maturity
Date
:REGISTERED OWNER:
'PRINCIP-AL.SUM:
The City of Carmel,'Indiana (tire "City"), acting for and on behalf of the City of Carmel.
Redevelopinent District, for value received, herebypiomises to pay to the Registefed,Ownenset
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-prionto maturity as;hereafler provided), and to
pay interest'thereon until the Principal Sum shall .be fully paid at'the Interest Rate•per annum
specified above from theinterest payment date to which,interest has beenpaid next,preceding the,
Authentication Date ofthis, bond unless'this bond is authenticatediafter the first'day of the month
of the interest payment date (the "Record Date" ), and on or before such interest payiricnt 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'annualiy on February-1 and,Augusfl 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.issuc arepayable,solely Flom the sources described.
in the Resolution (whefeinafter defined), which consisi,primarily'of'the net revenues derived
from the operation of the Brookshi 'e Golf'Club located,in the District., The District irrevocably
pledges the Net,Revenues(as defined in tlie.Resolution) to the,prompt;payment of.the principal
of and interest on the bonds. authorized by "the Resolution, 'of which this is one, to the-extent
z
necessary for such purposes, Reference. is,madeito;the Resolution, for-amore complete, statement
of the revenues fi•on which -and conditions,ur der which this bond is payable, the manner;in
which the Resolution may be amended and the general covenants and provisions =pursuant to
which tliis;bond has been issued.
The principaltofand premium, if any; on this bond are payable at the prinvipal-office of
(the°``•Registrar'' or "'Paying. Agent"), in Indiana. All
payments; of interest on this bond shall be paid-'byy check mailed one business day prior to the
interest payment date to•the Registered Owner as of the Record bate at the address as ii appears
on the regrstratior,,books kept by the Registrar or at such, other address as; is provided to the
Interest. Original Authentication
Rate Date, Date CUSIP
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 1 upward, issued for the purpose of providing funds for the acquisition of the
Brookshire Golf Club located in the District (the "Project'), for the purpose of paying, incidental
expenses to be incurred in connection therewith, for purpose of funding capitalized interest on
and a debt service reserve for the bonds, and on account of the sale and issuance of bonds
therefor, as authorized by Resolution No. 19-2006 (the "Resolution") adopted by the City of
Carmel Redevelopment Commission (the "Commission") on the 19th day of December, 2006,
entitled "Resolution of the City of Cannel Redevelopment Commission Authorizing the Issuance
of Golf Course Revenue Bonds for the Purpose of Providing Funds to Pay for the Acquisition of
the Brookshire Golf Club 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 terns 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 NET REVENUES DERIVED FROM
THE OPERATION OF THE PROJECT, AS DESCRIBED IN THE RESOLUTION.
The bonds of this issue are 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, 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
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thereafter,,"such bonds,sfrallpo iongerbe protected by the Resolution and shall notbe 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 paymentor redemption on the'date'.fiiied'therefor,
the:Commission may deposit in trust with the Paying;Agent onanother paying agent, an, amount
sufficrenf to
pay such bond or "the redemption,pricei as the case in ay be, and 'thereafter the
Registered Owner shall look only°to the funds so deposited intrust for payment-and the City
shall,have nofimher obligation or_liability in.respectthereto.
This bond is fransferablc or exchangeable?chly upon the registratibn,rccord`kep't 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 ihisbond.together with a .written
instrument-of transfer oi- exchange satisfactory`to the Registrar duly executed by-tlte Registered
Owner or. such attorney„ and thereupon a new fully registered bond or ;bonds in then same
?aggrogafe principal afnount 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 payingtagent for this bond,may treat
and. cons ider,the person in whose Mine 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'
he eof and interest and premium, if any; duehereon:
The beEds maturing on anymaturity 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 ofthis bond have been done, and
performed inregular.and due,forth as provided bylaw.
This :bond shall-,not-be valid or become obligatory for any purpose until the,certificate of
autlfentication hereon shall havebeenexecuted by aniauthbrized representative ofihe Registrar,
IN WITNESS' WHEREOF, the City of .Carmel Redevelopment- Commission, State of
Indiana, has caused this bond-to be executed in Aename of such City, for and on behalf of the
.Red"evelgpment'Distiict of said City, by'tWrnanual or facsrmile'signature of `the-Mayor; and
attested bylnanual or facsimile signature by the Clerk-Treasurer of said City; and',the,seal.ofsaid
City or a facsimile thereof to be affixed, engraved, imprinted or otherwise reproduced, hereon..
CITY OF CARMEL, INDIANA
By:
Mayor
(SEAL)
8
ATTEST:
Clerk-Treasurer
It is-hereby certified that this bond is one ofthe,bonds described in:the within-mentioned
Resolution duly authenticated by the Registrar.
By:
as3Registrar
Authori zed; Representative
Thefollowing abbreviations, When used in the, inscription on the face,of thistbond, shall
be construed as though they were written out in full.according-to applicable laws or regulations:
TEN. COM. as;tenants„in common
TEM"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
(Cost) (Minor)
under Uniform Transfer"s to Minors Act
- _ (State)
Additional abbreviations may also be,used although not in`the
above list.
FOR VALU,I RECEIVED the undersigned 'hereby sells, assigns and transfers :unto
(Please,Print.or Typewrite Name and Address
and Social Security or. Other Idcniifying Number) $ principal amount
(must: be a, multiple of $. ) of the within bond °and. all r ghts thereunder„ :and hereby
irrevocably -constitutes and appoints attorney 'to transfer the
within bond on the'books kepi•for the registrationjhereof,with full.power of substitutibn in-the
prentises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must, be guaranteed by NOTICE`. The •signature to this assignment,
an eligible guarantor institution participating in
a Securities Transfer Association recognized
signature guarantee program.
must. correspond with the name as it appears
upon the face of the within bond in every
particular, without alteration or enlargement
or any change whatever.
(b) The Bonds may, in compliance with all applicable laws, initially be issued
and held in book-entry form on the books of the central depository system, The Depository Trust
Company, its successors, or any successor central depository system appointed by the
Commission from time to time (the "Clearing Apeney"), without physical distribution of bonds
to the purchasers. The following provisions of this section apply in-such.event.
One definitive Bond of each maturity shall be delivered to the Clearing Agency (or its
agent) and held in its custody. The Commission and the Registrar and Paying Agent may, in
connection therewith, do or perform or cause to be done or performed any acts or things not
adverse to the rights of the holders of the Bonds as are necessary or appropriate to accomplish or
recognize such book-entry form Bonds.
During any time that the Bonds remain and are held in book-entry form on the books of a
Clearing Agency, (1) any such Bond may be registered upon the books kept by the Registrar in
the name of such Clearing Agency, or any nominee thereof, including Cede & Co., as nominee
of the Depository Trust Company; (2) the Clearing Agency in whose name such Bond is so
registered shall be, and the Commission and the Registrar and Paying Agent may deem and treat
such Clearing-Agency as, the absolute owner and holder of such Bond for all purposes of this
Resolution, including, without, limitation, the receiving of payment of the principal of and
interest on such Bond, the receiving of notice and giving of consent; (3) neither the 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 Bond, including, without
limitation, any responsibility or obligation hereunder to maintain accurate records of any interest
in any Bond or any responsibility or obligation hereunder with respect to the receiving of
payment of principal of or interest or premium, if any, on any Bond, the receiving of notice or
the giving of consent; and (4) the Clearing Agency is not required to present any Bond called for
partial redemption prior to receiving payment so long as the Registrar and Paying Agent and the
Clearing Agency have agreed to the method for noting such partial redemption.
If either the Commission receives notice from the Clearing Agency which is currently the
registered owner of the Bonds to the effect that such Clearing Agency is unable or unwilling to
discharge its responsibility as a Clearing Agency for the Bonds, or the Commission elects to
discontinue its use of such Clearing Agency as a Clearing Agency for the 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 Bonds, as are
necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for
the Bonds and to transfer the ownership of each of the Bonds to such person or persons,
including any other Clearing Agency, as the holders of the Bonds may direct in accordance with
10
this Resolution. Any expenses of such discontinuance and transfer; including, expenses, of
printing -new;certificafes to evidence the Bonds, shall be,paid;by the Commission..
During aiiy time that-the Bonds are held in book-entry form on the books, of a Clearing
Agency, the Registrar shall, be entitled to:request and rely uponra certificate or, other written
representation,&6mothe Clearing Agcncy,orlany',participan`t or indirect participant.with- fespect:to
the identity of any beneficial owner of Bonds as. of°a record date selected by the Registrar.. For
purposes of determining whether. the consent, advice; direction or demand o`f.a,registered owner.
11
of a Bond has been 'olitained,the Registrar shall be entitled to treat the.beneficial owners of the
Bonds as the bondholders. and any 'consent, request, direction, approval, objection or other
instrumentiof such beneficial owner`may.be obtained.in the fashion described in'thi"sResolution..
During Many time,that-,the 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 execute and
deliver a'Letter of Representations agreement with the Clearing, Agency; or- a Blanket Issuer
Letter of Representations, and the provisions of ,any such Letter- of 'Representations. or any
successor agreement.shall control on the-matters =set"forth:thdein. The Regisfrar; byaccepting
the duues'of Registrar under this Resolution, agrees thatr it will (i) undertake the-duties of agent
required thereby and that those ,duties to ve.underukenby either,the agent or-AlcJssuer shall be
the responsibility, of the Registrar, and (ii) comply with altrequirernents of the Clearing, Agency,
including without limitation. same day funds settlement-payment,procedures. Further, durm&any
time that the Bonds. are held! n book-entry form, the provisions of Section 5 of this Resolution
shall control over conflicting;provisions in any other section of this,Resolution.
SECTION_6. Sale.of Bonds. The„President of the Commission, is authorized to-;select
one or more purchasers, of the Bonds (collectively„ the "Purchaser" ), and to enter into a bond
purchase contract in customary form with the Purchaser.
After the Bonds have been,preiperly sold and executed;.the Clerk-Treasurer shall receive
from, the:purchasers.paynignt.for the-Bonds-andshall provide Tor delivery.ofthe.Bondshto the
purchasers:
The Clerk-Treasureris;hereby authorized and diiec_ted-to obtain a legal "opinion as to the
validity onthe Bonet"s `froiri Barnes & Thornburg LLP, and to furnish such opinion to the
purchasers,of the'Bondstor to cause a.copy ofsaid legal opinion-to be printed.on, neh,Bond, The.
cost of.such opinion;shall be paid -out ofthe.pioceeds of tke 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 tripe of delivery of the Bonds will be deposited in the
Bond-Account of the Golf Course,;Sulking Fund Iand applied to-payments on.the Bonds on the
first interest payment date. If recommended by the,firiancial idviso0o the Commission, an
amount(equal to the Debt- S'erviceReserve Requirement (defined below) may be deposited into
the' Reserve Account:of ttie Golf-Course Sinkin_g,Fund. The remaining pioceeds,reeeived from
the sale of the Bonds shall'be deposited, in t1fe fund hereby created and designated as` the, "City
of Carmel Redcvelopment Distract Golf Course Revenue Bonds, Capital fund" {the "Capital
11
Fund"). 'The, proceeds deposited in the Capital Fund,, together with all investment earnings
thereon; shall be ezpend'ed by the 'Commission' only for the purpose of paying expenses
incurred in connection with the Project and';on account,of'the sale and}issuance,of`the Bonds:
Any balance remaining in. the Capital Fund aftersthe completion of the Project which _is,not
required=fo meet unpaid obligations :ihcurred in connectiorr"therewithband on account of the sale
and issuance of the Bonds may'be,(i) used to pay debt service on the Bonds, or (iiotherwise
used as'permitted bylaw.
(h) Golf Course-Revenue Fund. There is kereby'.created a'fund.known as the Golf
Course._Revenue Fund'(the "Revenue Fund")-into Which all,income`and revenues derived from
the•'operations of the'Pfojeet';sliall be deposited upon receipt. This fund shall '.be=maintained
'
separate and apart from ali other accounts of the City. All,monies deposited in'the Revenue
Fund.tnaybe invested-in accordance with,IC?5-13'-9.and.other applicable.laws..
(c) Operation and Maintenance Furnd. There is hereby, created a, fiend known as<the
Operation and Maintenance Fund (the "Operation and Maintenance Fund"). There shall be
credited Ioir or before the 25"' day of" each calendar-inontli;a sufficient amount oflhe revenues of
the operations of the Project•so that'the'balance in the Operation and:Maintenance-Fund shall be
sufficient to pay the-expe'hses of operation„repair,and maintenance for the then: next?succeeding,
two (2) calendar months The monies.credited4orthe;Operation and Main tenancb,Fund,shill be;
used for the payment of the reasonable and-proper operation', repair,and maintenance expenses
of the golf course facilities on a- day to-day 'basis: Any monies in the Operation and
Maintenance Fund in excess ofthetexpected expenses of operation, repair-and maintenance for
the next succeeding rnonth.may be:transferred to,the;Golf Course Sinking,Fund if necessary-to
prevent a.default in the payment of principal-of or interest on the outstanding Bonds. cf'thc
District.
(d) Golf'Course Sinkina'Fund.: (i) A.special' fund designated Golf Course'Sinking
Fund (the "Golf Course Sinking Fund" );is hereby created•for,the payinent of the principal of
and premium, if any, and interest on the Bonds and any bonds, hereafter: issued. on a parity
therewith, or.-any other bonds subordinate thereto, and for the payrsient of"any fiscal ar ency
charges in connection with the payment, of bonds. After meeting the requirements of the
Operation and Maintenance Fund, there shall`,be set,aside and p6td4ito,the Golf CourseiSinking
Fund. monthly; as available, a sufficient amount of `the Net Revenues, as defined in this
Resolution, For, the :payment of (a) the requirements of [lie Bond Account (as hereinafter
defined) `and the Reserve Account,(as hereinaftef defined); and,(b) the necessary, fiscal agency
charges for paying, the principal of-and interest. on all bonds. Such, payments shall continue
until the balance in the Bond-Account (asIhercinafter.defined) and the Reserve Account (as
hereinafter-defined) equal the amount needed to redeem all the then outstanding golf course
revenue bonds of the District:
(ii) Bond Account, There 'is hereby created ,within the G.olf Course Sinking Fund a
Bond Account' (theBond Account"), Beginning<.as of the a'ate of issuance.,of the Bonds, there
shall be transferred from the Revenue' Fund and credited on•or before the _25a' day of each month
to the. Bond Account an amount ofthe Net Revenues equal to at.least-fi) one-sixth (1/6) of the
interekt on.all the then outstanding,Bonds,payable from the.Nct Revenues on the next succeeding
interest, payment date and (ii) one-sixth (1/6) of the principal- on -all the :outstanding. Bonds
12
payablc:on the next' succeeding principal payment date, until the amount of interest and principal_
payable on,the next succeedingint'erest:and principal payment date shall have Ibeen,so credited.
There should ,similailybe credited to,tfie=account any ar;ouiit necessary to pay'the bank fiscal
agency changes on the;outstanding Bonds as the same became payable. The Commission-shall,
frotn:the sums, deposited in the Sinking-.Fund and.credited to the Bond,Account, remit promptly
to the registered owiier'or bank fiscal agent-sufficient monies to pay the principal .and interest on
the due date,thereof together with theamount of bank fiscal agency char9es.
In,no event shall any part of the Golf Course Sinking'Fund.be used in calling bondssfor
redemption-prior to their respective. maturities, except to the extent that the amount-then in,the
Golf Course. Sinking Fund, exceeds the amount required to pay the bonds which will mature,
within a,periad of twelve ,(12) calendar months'nextfcllowing the -date of "such redemption,
together with all intereston bonds payable in'such period. Any such. excess of funds above such
required level may also be used inzpurelrasing;outstanding-bond's ata price less than the then
applicable redemption price, with the prior approval of the, Cominissibb.. Monies-in -the Golf
Course Sinking Fund shall not be used for any other purpose-Whatsoever except as, provided in.
this Resolution...
(iii); Reserve-Account there-is.hereby created within the Golf Course Sinking Fund.
the. Reserve Account (the "Reserve Account"). If at the time of the sale--of the Bonds it is
detemiined`by the:Presidentofthe Coinniission, with the. advice of the Commission's financial
advisor, to establish a Reserve Account for.the Bonds; then after. makingathe required deposits
into'the Bond Principal and 'Interest Account, ;there shall be .set-aside?fioin the Golf Course
'Sinking Fund'and'deposited in the Reserve Account anamount 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 dppo'sit need be madedri the Reserve Accounti'so long as there shall be on-
deposit therein a-sum equal to the amount,determined'bythe. financial, advisor to.be,required to
adequately secure, the Bonds (the "Debt Service Reserve= Requirement"),. All money in the
Reserve. Account-shall be'used and withdrawn by ihebistrict solely for the purpose of making
deposits into the 3ond Account, in the event, ofany deficiency at any time in such account, or for
the, purposa of paying the interest on of principal of or redemption premiums, if any, on the
Bonds in-the event that no other money is lawfully available therefor. .Any amount.in the
Reserve Account in excess of the DelitService Reserve Requirement=shall be withdrawn from
the Reserve Account.and deposited in the Bond Account. Moneyin-the?Reserve Account shall
also be availabie to,inake-the final.payments of interest and.principal ofi the Bonds.
(e) Excess Fund's. After'meeting:requiremcnts of subsection (d),moneym, the Golf
Course Revenue Fund in excess, of tliat amount. (the "Excess Funds" ),may be used for any
pufpose.permitted under the Act:,
(f) 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-}folders, of the bonds and shall be
applied, ;used and withdrawn in accordance with this'Section 7. The procee&of the funds and
accounts describedbelow shall°be,deposited with,a legally qualified depository or depositories
for fiinds af'the Cornnrissiori;as irow provided bylaw and-shall be sagregated.an&kept separate
and apart from all other funds of,the-Redevelopment Department:and the Commission and may
be. invested,in,accordance,with applicable,pfovisions.of Indiana law.
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SECTION 8. Defeasarice. If. when the'Bonds of, any. portion thereof-shall have become
due and.payable in.accordance with their terms or shall have been dulycalled for redemption or
irrevocablc?instructioris to,call the Bonds or any portioh'thereof forredempfion liave been'given,
and the whole.amount.oftheprincipal, premium,.ifany, and the interest so due and payable: upon
such bonds or any portion thereof then outstandingshall be paid, or°(i) cash,. or (ii) directnon-
callable'obligations of or unconditioiially guaranteed by-(including obligations issued or field in
book entry form on the books off the U& Department of the Treasury, and to the extent
permitted by. Indiana Iaw-and by each rating agency maintaining a rating `on the Bonds; Refco"rp
interest strips, CATS, TIGRS; STRPS, defeasedcmunicipal-bonds or other investments rated in
the highest category for such obligaiionsr by Standard & Poor',s Corporation or Moody's
Investors,Seryice (or any.combinatton thereof), the principal of and4he"interest on "which when
due without` reinvestment will .provide sufficient money, or (iii) any combination, of the,
:foregoing,;shall;beheld 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 Bonds or such
designated portion thereof shall.nq longer be.deemed outstanding or secured by'this resolution.
SECTION 9.- Amendments. Subject. to the terms and provisions contained in this,
section, and not:otfierwise, the owners^of noC 1ess;than sixty six.and two-thirds percent (66-2/3%)
in aggregate principal amount of the Bonds then;outsfanaing,shall have the right; from time to,
time; to consent to.and approve the•adoption by the.Comrriission of such:resolution or;resolutions
supplemental. hereto, as shall be demned.;necessary or desirable by the-Commission for the
Purpose. of amending in any particular any of the terms or proJisions`contained in tHis resolution,
or in any-supplemental resolution; provided ,'however, that nothing hereiri.contained'shall permit
or be construedias permitting;
(a) An extension of the-maturity'of the principal of or^interest orpremaum, ifany;,on
any-Bond or an advancement-of the earliest redemption date,on any Bond, without-the consent
of theholderofeach, Bond soaffected: or
(b) A reduction in.the principal' amount of any Bond.or the redemption premium or
rate of :interest thereon,. or a change in the -monetary nfedium in. which such amounts - are
payable; witliout the consent-of the holder of each Bon&so affected; or
(c) A preference or pnohty of any Bond over any other Bond, without the consent-of
the holders;of all,Bonds,then outstanding;.o"r.
(d) A reduction in the aggregate_principal amount of'the-Bonds required for consent
to such supplemental resolution, without the consent. of the holders of all, Bonds then
outstanding.
If the Commission shall desire to obtain any siieh 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,snpplemental resolution and shall state 11.
that a copy-thereof is on file'-at the offtceofAe=Registrar for inspection by all owners of the
Bonds. The'Registrar shall not, however, be subject to Ori liability to any'owners of the Bonds
by'reason'of`its failuie'to mail such notice, and:any such failure shall notaffect the validity of
such-supplemental resolution when consented to a'pd approved as lierein'ptovided,
14
Whenever at any time within one year after-the date of:themailing of such notice;, the
Commission•shall receive anyinstrument or w:strunients purporting to be execrated bythe-owners
of:the Bonds of not.less,than sixty-six and two-tliirds,per cent (66-213%g in aggregate prineipaf
amount of the Bonds then outstanding; which instrument' or instruments shall refer ;to the,
proposed-supplemental resolution descrihed-'in such.nobce; and. shall, specitically consent to and
approve the adoption thereof'in substantially the form o'f the copy thereof referred to in such,
notice,as•omfile with the. Registrar,, thereupon, but_not,otherwise,,;the Commission may adopt
such supplemental resolution in substantially such form, without liability or:responsibility to any
owhers ofthe Bonds,-whether or not such owners shall have consented thereto.
No owner of any Bond shall,have;anyright to object to the adopiion of such supplemental
resolution or to object to, ally of the, terms and provisions contained therein or the,operatian
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 frrom taking 'any action
pursuant to.the provisions thereof '.Upon the adoption of any supplemental resolution pllfsuantto
the "provisions of this section; this resolution shall be; :and shall be- deemed;: modified- and
amended in accordance, therewith, and the respective riglits, duties and obligations under this
resolution, of the Commission and the City, and all owners of Bonds '.then outstanding shall
therenfter be determined, exercised and.enforeed in accordance:witlrthis resolution,subject mill
respects to such modifieationsand amendments.
Notwithstanding `an'yihing, 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.Bgnds,
acid `the terms- and provisions of the Bond's and'this resoliition; w any-supplemental resolution,
may be modified.oramende&in any respect with the, consent of the Commission and'ihe consent
of the owners of all, the, Borids, then,outsianding.
Without noticerto or consent of the,owners ofthe.Bonds, the Commission may, from time
toaime and,at anytime„adopt;such.resolutions supplemental hereto as shall'-not.be`inconsistenf
with the ternis and provisions hereof (which°supptemental.resolutions'sliall"thereafter form a part
hereof),
(a) To'cure any-ambiguity or formal defector oinission in this resolution or in any
supplemental resolution;-:or
(b) To grant to or confer upon the. owners of -the -Bonds any additional rights,
remedies,•powers, authority or.securitythat-may lawfully be?granted to'or conferred, upon' the
owners'of the Bonds 'of
(c) To procure a'.rating on the• Bonds; from a,nationally recognized securities rating
agency- designated in such supplemental resolution; if such 'supplemental resolution wilt not
adversely affect the owners ofthe:Bonds; or
(d) To obtain or maintain bond insurance with.respect,to;the,Bonds;•or"
(e) To provide for the-refunding, or advance refunding of thc,BoMs_, or
15
(f) To make any other change wliieh; 'in the. determination of the Commission in,its
sole discretion, is notto the.prejudice ofthe.owners offthe0onds.
SECTION .10. Issuance of BANs; Other. Actions: The Commission, having satisfied all
thcstatutory r"eqwirementsTor the issuanee of the Bonds, has the'authority'to elect to issue a bond
anticipation note or notes ("BANS'"),-repayable $om the proceeds-received from the sale of:the
Bonds. 'This Commission hereby autlrori'zes?tlie•i'ssuancedand sale of the BANS in one'or more
,series, ranking on a panty with each other; in an. 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 beco`me's available?and.to'pay for costs of issuing the
BANS; and the BANs,also'may fund capitalized -interest thereon and the Reserve. Account, The
designation,of,the.BANs shall`be "City of Carmel,Redevelgpment District Golf Course Revenue
l3dad' Anticipation Notes„,Series (with such series.notation-necessary, tto, indicate,thc,- year
in which the°,BANs.arc;issued and as further described'herem): The'BANs; shall be issued in
fully registered form.in denominations•of One Dollar (51) or integral-multiples thereof, shall be
originally dated the dateof`delimry, shall .be..numbered consecutively from.1 upward, shall,
mature not more than ,five,(5) yearsefrom the date`of'the original issuance'of the BANs,i maybe
prepayable on terms and conditions.determined'by the,Presidentof the Commission at.the time
of the-sale4 the BANS on advice.of'the Commission's fir an6al' advisor, shall bear interest at a
rate,not exceeding six, percent (6:00%) per annum; and shall ne?sold at a discount not exceeding
two percent (2%0) of-the principal .amount thereof. It shall,not be;necessary for the Commission
to -repeat the, procedures for the issuance of the: Bonds a§ the procedures followed, before the
issuance of the""BAN`s,are fovall purposesrsufficient to,'authorize the issuance of the Bonds and to
use,proceeds thereof to repay the:BANS.
The prindipal of and interest on the BANS herein' authorized, is payable, solely from
proceeds,received from the sale of the.Bonds or from Net. Revenues, and the proceeds received
from the sale ofthe: Bonds and the Net;Revenues are-hereby irrevocably pledged to the payment
of the principal of and interest on. the BANs. Upon. advice of the Commission's financial
advisor, the'President,ofthe Commission;is bereby authorized`topravidc,fa Cher security for the
BANS. by ;contract with the purchaser thereof on terns and conditions satisfactory to the
President: In addition, the BANsenfay be paid from -any other,,reve.npes legally available to the
Commission. The,.Mayor-is hereby authorized to detcrnine'the-,fi rt of the BANS and to, execute
the BANs, the Clerk-Treasnrerris 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 Bames & Thomburg LLP. After the BANS shall have been
properly executed, the Clerk-Treasurer shallbeauthorized to receive from,the purchas'er.th&eof
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,s}iall be governed by the same, provisions set forth
in Section 6_hereof for the sale of, the Bonds: In any"case any officer whose signature or a
facsimile signature appears on the BANs shall,cease.to 6e 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 off ce undf delivery-of the BANS':
At the option of the presidentor Vice'Pi esident.of the Commission at the time of'thelsale
of the BANs; the BANS maybe issued to provide,for periodic advances of principal from the
16
purchaser of the _BANs to the Commission; and the accrual of interest obligations only. on
advances when and`. if made, so long aside-aggregate amount of all advances does not,cxceed
$2,995;000.
Upon, execution of the BANs by"the Mayor land °the; attestation thereof by the Clerk-
Treasurer; the BANS shall constitute the legal, valid and binding'obliganons of the-City, acting
for and on behalf of the District:
`Tlieprovisions of this ,Resolutioh relating to the:Bonds set forth in,Sections 2(e);,2(4);
2(e), 4,,,7,;8, 9, 11,,:12 and h? hereofshall,apply to the BANs;as well.
SECTION 11. Additional Bonds. The: City reserves the right to authorize and. issue 11 ,additional bonds, payable out-of the Net Revenues; rankingJon a parity with the Bonds and all
other bonds ranking on a parity therewith, ;for%the purpose of financing- the cost of`future
additions;'extensions and improvemenfs-to the Project; subject to the following conditions:.
(a) The principal of-and interest on all bonds payable &cm the Net Revenues shall.
have-bceu paid,to date in, accordance, with their-respective terns.
(b) The Debt Service Reserve Requirement (if:any) for the. outstanding Bonds' has
been funded in accordance with the;resolutions;authorizing bonds secured,by a-reserve account..
(c) The Net Revenues in the fiscal: year immediately ,preceding the issuance of-any
bonds ranking on a-parity, with the Bonds shall- b'c,not.less'than one hundred, twenty-five percent
(125%) ofFthe maximum, annual, principal! and interest-requirements of all of, the then-outstanding
bonds and the.additional Parity. Bonds proposed"to be_ issued; or, prior tolhe issuance of such
Parity Bond's; the fees charged to users;ofthe.golf course;facilities:sliall.be increased sufficiently
so that such increased fees; if applied to, the previous fiscal year's operations, would- have
produced net'revenues for such year equal to not less than `one hundred twenty-five. percent
(125%) of the maximum annual principaland interest requirements of all then-outstanding bonds
and the 'additional parity bonds; proposed to be issued. For purposes of this subsection, the
records of the District shall be analyzed and all showings shall be prepared by-awindependent
cei-tified Iiublic accountant retained;bythe City .rortfiat purpose.
(d) The prihcipal'of such additional Parity,Bonds,shall be payable semiannually on
January 15 and July 15 of each year.,and.the inferest;thereon shall be payable semiannually on
January 15 and duly 15, in the years in which such.principal and intarest are:payable..
SECTION 12. Tax 'Covenants. In order to preserve'the'exclusion ofiStferest on any senes
of the Bonds or BANS; the interest on which is excluhed.from,gross income,,for federal income
tax purposes (such series of the Bonds or BANs, the `"Tax-Exempt .Bonds") a`nd `as an
inducement to purchasers oftheTax-Exempt Bonds, the Commission,represents, covenantsand
agrees that:
(a) The Commission wilhnot"take any, action'or fail`to.take :any-action.with respect to
the Tax-Exempt Bonds that would result in the loss of the exclusion from gross income for
federal income tax pbrposes :of iniereshon'the Tax=Exempt. Bonds.&irsuant. to Section 103"6f
the Internal Revenue Codc' of .]986 as, in.effect on, the, date of issuance of the Tax-Exempt
17
Bonds (the "Code"), including, without liinitation, the taking of such action as is necessary to
rebate or cause to be rebated arbitrage profits on Tax-Exempt Bond proceeds or other monies
treated as Tax-Exempt Bond, proceeds to the federal government as provided in Section 148 of
the Code, and will set aside such monies which may be paid from investment income on funds
and accounts notwithstanding anything eise to the contrary herein, in trust for such purposes.
(b) The Commission will file an information report Form 8038-G with the Internal
Revenue Service as required by Section 149 of the Code.
(c) The Commission will not make any investment or do any other act or thing during
the period that any Tax-Exempt Bond is outstanding hereunder which would cause any Tax-
Exempt Bond to he an "arbitrage bond" within the meaning of Section 148 of the Code and the
regulations applicable thereto as in effect on the date of delivery of the Bonds.
Notwithstanding any other provisions of this Resolution, the foregoing covenants and
authorizations (the "Tax Sections") which are designed to preserve the exclusion of interest on
the Tax-Exempt Bonds from. gross income under federal income tax law (the "Tax Exemption'")
need not be complied with to the extent the Commission receives an opinion of nationally
recognized bond counsel that compliance with such Tax Section is unnecessary to preserve the
Tax Exemption.
SECTION 13. Approval of Official Statement and Continuing Disclosure Undertaking.
If legally required as part of a public offering of the Bonds, the Clerk-Treasurer is hereby
authorized to deem final an official statement with respect to the 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 ofsuch 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 Bonds.
In order to assist any underwriter of the 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 Bonds to participants in the municipal securities market, the 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 14. Other Action. The. Mayor and the Clerk-Treasurer may take such other
actions or deliver such other certificates and documents needed for the Project or the financing as
they deem necessary or desirable in connection therewith.
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SECTION 15: 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 Bonds and so long as any of the 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 Bonds, nor
shall the Commission adopt any law or resolution which in any way adversely affects the rights
of such holders.
SECTION 16..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 17. 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 maybe made or act
performed or right exercised on the next succeeding day not a legal holiday ora 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 18. 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 19. Effectiveness. This, resolution shall be in full force and effect from and
after its passage.
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Adopted this 19th day of December, 2006.
Member
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CITY OF CARMEL REDEVELOPMENT
COMMISSION
CERTIFICATE TO CLERK-TREASURER OF CITY OF CAR-MEL, INDIANA
This is to certify that attached is a true copy of Resolution No. adopted by
the City of Carmel Redevelopment Commission at a meeting held December 19, 2006.
c
Secretary, City of Ca I Redevelopment
Commission
rNDS01 BDD 9096620
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