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HomeMy WebLinkAboutCRC-04-1998 Approp of $10,500,000 Bond Funds RESOLUTION NO. 4-1598 RESOLUTION OF CITY OF CARMEL REDEVELOPMENT COMMISSION AUTHORIZING ISSUANCE OF BONDS FOR THE PURPOSE OF PROVIDING FUNDS FOR THE PAYMENT OR REIMBURSEMENT OF EXPENSES INCURRED IN CONNECTION WITH THE ACQUISITION AND REDEVELOPMENT OF CERTAIN PROPERTY, APPROPRIATING THE PROCEEDS THEREFROM, AND TAIQNG OTHER ACTIONS RELATED THERETO WHEREAS, within the City of Carmel, Indiana, a governmental unit and political subdivision of the State of Indiana (the "CW, there is created the City of Carmel Redevelopment District (the "District"), governed by the City of Carmel Redevelopment Commission (the "Commission']; and WHEREAS, the Commission has adopted various resolutions declaring certain real estate in the District, ]mown as the City Center Redevelopment Area (the "City Center Area'), to be a redevelopment area and an allocation area within the meaning of Indiana Code 36-7-14 and Indiana Code 36-7-25 (collectively, the "&L"); and WHEREAS, the Commission has adopted a plan (the "City Center Plan") for the City Center Area, entitled the "City Center Redevelopment Plan & Strategy"; and WHEREAS, the Commission has adopted various.resolutions declaring certain real estate in the District, known as the 126th Street Corridor Economic Development Area (the "126th Street Aud l (the City Center Area and the 126th Street Area, collectively, the "Areas"), to be an economic development area and an allocation area within the meaning of the Act; and WHEREAS, the Act authorizes the Commission to issue bonds of the District, in the name of the City, in anticipation of revenues of the District and to use the- proceeds of such bonds to acquire and redevelop property in redevelopment and economic development areas; and WHEREAS, the Hamilton County Income Tax Council has imposed a county option income tax (the "COIT') pursuant to Indiana Code 6-3.5-6 on the adjusted gross income of Hamilton County taxpayers; and WHEREAS, the Common Council of the City may pledge revenues received or to be received by the City from the City's distributive share of the COIT in any amount to pay bonds issued by the District under the Act; and ` WHEREAS, the Commmission deems it advisable to issueihe "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 not to exceed Ten Million Five Hundred Thousand Dollars ($10,500,000) (the" Buthori=ed Amount") for the purpose of providing funds for the payment or reimbursement of expenses incurred in connection with the acquisition and redevelopment o fproperty in the City Center Area pursuant,to the City Center Plan (such acquisition and redevelopment, the "PrgL"),;including (a) costs,of land, rights-of-way and other • property to be acquired and ;redeveloped, (b) reasonable and necessary architectural, engineering, legal, financing; accounting, advertising, bond discount and supervisory expenses related to the acquisition and redevelopment of the properly or the issuance of the 1998 `Bonds; (c) capitalized.interest,permitted by-the Act and;a debt service. reserve for,the 1998 Bonds, and (d) relocation expenses under Indiana Code 8-23-17; and WHEREAS,.the Project is located in or direcdyserves and'benefits each of.the Areas; and WHEREAS, the Authorized Amount,; together with estimated investment earnings thereon, does not exceed the total, as estimated by the-Comtission, of all expenses reasonably incurred in connection: with theTroject; and WHEREAS, under the governing statutes it is necessary to make an appropriation to pay items to be financed with,the 1998 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 conditionsprecedetit to the adoptionofa resolution authorizingthe issuance of the 1998 Bonds Have been ccpaplied within accordancewith 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. Aufhorization of'Bonds and AgproRriation of Rrocee& The Commission hereby authorizes the Project. In order to.provide financing for the.Projeci; the District shall borrow ry,acting for:and on behalf of the District, shall issue the 1998 Bonds as herein money, and the Ci authorized. An appropriation in the amount of not to exceed the Authorised Amount, together, with all investment earnings thereon; shall be and hereby is made to pay for the governmental purposes to tie financed by the 1998 Bonds;-and the,funds to meet said appropriation shall be provided out of the proceeds of the 1998-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 Central Terms of Bonds. (a) Issuance of 1998 Bonds. In order to.procure; said loan,-for such purposes, the Commission hereby authorizes the issuance of the 1998 Bonds as described herein. The clerk- treasurer of the City (the,"Clerk-Treasure?Tis hereby authorized and directed.to have prepared and . 2 to issue and sell the 1998 Bonds as negotiable, fully registered bonds of the District in an amount not to exceed the Authorized Amount. The 1998 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 °Mavor') and attested by the manual or facsimile signature of the Clerk-Treasurer, who shall affix the seal of the City to each of the 1998 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 1998 Bonds shall cease to be such officer before the delivery of 1998 Bonds, such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until delivery thereof. The 1998 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, authenticatedby the manual signature of the Registrar (as defined in Section 4 hereof). The 1998 Bonds shall be numbered consecutively from 98R-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 1998 Bonds are sold, and shall bear interest payable semi-annually commencing June 15, 1998, and continuing each June 15 and December 15 thereafterat a rate or rates not exceedingnine percent (9%) 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. The 1998 Bonds shall mature serially on June 15 and December IS of each year, over a period not exceeding twenty-one (21) years from the date of ?. issuance, 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. All or a portion of the 1998 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 Ordinance, 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 1998 Bonds, relative to the form of 1998 Bonds contained in this Resolution, to reflect any mandatory sinking fund redemption terms. (b) Source of Payment. The 1998 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 3 1 j payment of the 1998 Bonds (such portion, the "COLT Revenues"). The Commission hereby pledges the COIT Revenues to the payment of the 1998 Bonds for the life of the 1998 Bonds. (c) pg=ents. All payments of interest on the 1998 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 (S 1,000,000) or more in principal. amount of 1998 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 1998 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 1998 Bonds shall be payable from the interestpayment date to which interest has been paid next preceding the authentication date thereof unless such 1998 Bonds are authenticated after the Record Date.foran 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 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 Exchanee. Each 1998 Bond shall be transferable or exchangeable only upon the Registration Record, by the registered owner thereof in person, or by the registered owner's attorney duly authorized in writing, upon surrender of such 1998 Bond together with a written instrument of transferor exchange satisfactoryto the Registrar duly executed by the registered owner or such attorney, and thereupon a new fully registered bond or bonds in the same aggregate principal amount, and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or the registered owner, as the case may be, in exchange therefor. The costs of such transfer or exchange shall be borne by the Commission. The City, District, Commission, Registrar and Paying Agent may treat and consider the persons in whose name the 1998 Bonds are registered as the absolute owners thereof for all purposes including for the purpose of receiving payment of, or on account of, the principal thereof and interest and premium, if any, due thereon. (e) Mutilated Lost Stolen orDestroy d on s. In the event any 1998 Bond is mutilated, lost, stolen or destroyed, the City may execute and the Registrarmay authenticate anew bond of like date, maturity and denomination as that mutilated, lost, stolen or destroyed, which new bond shall be marked in a manner to distinguish it from the bond for which it was issued, provided that, in the case of any mutilated bond, such mutilated bond shall first be surrendered to the Registrar, and in the case of any lost, stolen or destroyed bond there shall be first furnished to the Registrar evidence of such loss, theft or destruction satisfactoryto the Clerk-Treasurer and the Registrar, together with indemnity satisfactory to them. In the event any such bond shall have matured, instead of issuing 4 a duplicate bond, the City and the Registrarmay, upon receiving indemnity satisfactoryto them, pay the same without surrender thereof. The City and the Registrar may charge the owner of such 1998 Bond with their reasonable fees and expenses in this connection. Any 1998 Bond issued pursuant to this paragraph shall be deemed an original, substitute contractual obligation of the City, acting for and on behalf of the District, whether or not the lost, stolen or destroyed 1998 Bond shall be found at any time, and shall be entitled to all the benefits of this resolution, equally and proportionately with any and all other 1998 Bonds issued hereunder. SECTION'3. Terns of Redem ton. The 1998 Bonds may be made redeemable at the option of the Commission 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, on dates and with premiums, if any, and other terms as determined by the President of the Commission with the advice of the Commission's financial advisor, as evidenced by delivery of the form of 1998 Bonds to the Clerk-Treasurer. Notice of redemption shall be mailed by first-class mail or by registered or certified mail to the address of each registered owner of a 1998 Bond to be redeemed as shown on the Registration Record not more than sixty (60) days and not less than thirty (30) days prior to the date fixed for redemption, except to the extent such redemption notice is waived by owners of 1998 Bonds redeemed; provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any 1998 Bond shall not affect the validity of any proceedings for the redemption of any other 1998 Bonds. The notice shall specify the date and place of redemption, the redemption price and the CUSIP numbers (if any) of the 1998 Bonds called for redemption. The place of redemption may be determined by the Commission. Interest on the 1998 Bonds so called for redemption shall cease on the redemption date fixed in such notice if sufficient funds are available at the place of redemption to pay the redemption price on the date so named; and thereafter such 1998 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 1998 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 1998 Bond without charge to the holder thereof. No later than the date fixed for redemption, funds shall be deposited with the Paying Agent or anotherpaying agent to pay, and such agent is hereby authorized and directed to apply such funds to the payment of, the 1998 Bonds or portions thereof called for redemption, including accrued interest thereon to the redemption date. No payment shall be made upon any 1998 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 and Paving Agent. The Clerk-Treasurer is hereby authorized to serve as registrar and paying agent or to appoint a registrar and paying agent for the 1998 Bonds (together with any successor, the "Registrar' or "Paving Agent"). The Registrar is 5 hereby charged with the responsibility of authenticating the 1998 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-Treasureris 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 1998 Bonds then outstanding, and such resignation will take effect at the end of such thirty (30) days or upon the earlier appointment of a successor Registrar and Paying Agent by the Commission. Such notice to the Commission may be served personally or be sent by 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 1998 Bonds then outstanding by first-class mail of the removal of the Registrar and Paying Agent. Notices to registered owners of the 1998 Bonds shall be deemed to be given when mailed by first-classmail to the addresses of such registered owners as they appear on the Registration Record. Any predecessor Registrar and Paying Agent shall deliver all the 1998 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. SECTION 5. Form of Bonds: Authorization of Book-Entry System. (a) The form and tenor of the 1998 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 BOND OF 1998 (CITY CENTER REDEVELOPMENT PROJECT) 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 hereafterprovided), 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 June 1, 1998, in which case it shall bear interest from the Original Date, which interest is payable semi-annuallyon June 15 and December 15 of each year, beginning on June 15, 1998. 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 (S 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. 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. The terms and provisions of this bond are continued on the reverse side hereof and such teens and provisions shall for all purposes have the same effect as though fully set forth at this place. 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-Treasurero£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 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 By: Authorized Representative [REVERSE] 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 from 9811-1 up (the "Bonds"), issued forthe purpose of providing funds for the payment or reimbursement of expenses incurred in connection with the acquisition and redevelopment of certain property, as authorizedby Resolution No. _ adopted by the City of Carmel Redevelopment Commission (the "Commission") on the _ day of , 1998, entitled "Resolution of City of Carmel Redevelopment Commission Authorizing the Issuance of Bonds for the Purpose of Providing Funds for the Payment or Reimbursement of Expenses Incurred in connection with the Acquisition and Redevelopment of Certain Property, Appropriating the Proceeds Therefrom, and Taking Other Actions Related Thereto" (the "Resolution"); and in strict compliancewith the provisions of Indiana law, including Indiana Code 36-7-14, as amended (the "Act"), all as more particularly described in the Resolution. The owner of this bond, by the acceptance hereof, agrees to all the terms and provisions contained in the Resolution and the Act. The Bonds are limited and special obligations of the District, 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 to the payment of the Bonds by Ordinance No. adopted by the Common Council of the City on ,1998 (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 share of the country option income tax under Indiana Code 6-3.5-6 to the payment of 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 Addendum to Lease between the Authority and the Commission, dated as of August 1, 1997 (collectively, the "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 and the Lease, secured by the pledge of county option tax revenues under the Ordinance. Upon satisfaction of the conditions set forth in the Resolution, the District may issue additional bonds on a parity with the Bonds. 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, together with the following premiums: _% if redeemed on thereafter before _% if redeemed on thereafter before if redeemed on thereafter prior to maturity; plus accrued interest to the date fixed for redemption. or or 1, , or Notice of such redemption shall be mailed by first-classmail 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 9 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 thereaftersuch 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 sufficientto 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 registeredBond or Bonds in the same aggregate ( principal amount, and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or the Registered Owner, as the case may be, in exchange therefor. The City, the Commission, any registrar and any paying agent for this bond may treat and consider the person in whose name this bond is registered as the absolute owner hereof for all purposes including for the purpose of receiving payment of, or on account of, the principal hereof and interest and premium, if any, due hereon. The Bonds maturing in any one year are issuable only in the denominationof 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 terms 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. [LEGAL OPINION] 10 ? y 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 Pf. TEN. UNIF. TRANS. MIN.-ACT as tenants in common as tenants by the entireties as joint tenants with right of survivorship and.not as tenants in common Custodian (Cust.) (Minor) under Uniform Transfers to Minors Act of (State) Additional abbreviations may also be used, although not contained in the above list. FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite Name and Address and Social Security or Other Identifying Number) S principal amount (must be a multiple of $5,000) of the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attomeyto transfer the within bond on the books kept for the registration thereof with full power of substitution in the premises. 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 Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program. 11 (b) The 1998 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 "ClearingAeencv"). 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 1998 Bonds, as are necessary or appropriate to accomplish or recognize such book-entry form 1998 Bonds. During any time that the 1998 Bonds are held in book-entry form on the books of a Clearing Agency: (1) any such 1998 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 1998 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 1998 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 1998 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 1998 Bond, including, without limitation, any responsibility or obligation hereunder to maintain accurate records of any interest in ( any 1998 Bond or any responsibility or obligation hereunder with respect to the receiving of payment of principal of, premium, if any, on or interest on any 1998 Bonds, the receiving of notice or the giving of consent; and (4) the Clearing Agency is not required to present any 1998 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 currently the registered owner of the 1998 Bonds to the effect that such Clearing Agency is unable or unwilling to discharge its responsibilityas a Clearing Agency for the 1998 Bonds or (ii) the Commission elects to discontinue its use of such Clearing Agency as a Clearing Agency for the 1998 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 1998 Bonds, as are necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the 1998 Bonds and to transfer the ownership of each of the 1998 Bonds to such person or persons, including any other Clearing Agency, as the holder of the 1998 Bonds may direct in accordance with this resolution. Any expenses of such discontinuance and transfer, including expenses of printing new certificates to evidence the 1998 Bonds, shall be paid by the Commission. During any time that the 1998 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 respect to the identity of any beneficial owners of the 1998 Bonds as of a record date selected by the Registrar. 12 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 1998 Bonds as the bondholders and any consent, request, direction, approval, objection or other instrument of such beneficial owner may be obtained in the fashion described in this resolution. During any time that the 1998 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 1998 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. County Qption Income Tax Fund. (a) COIT Revenues. The COIT 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 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 r 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. There is hereby created and established a fund to be known as the "Redevelopment District County Option Income Tax Fund" consisting of a Bond Principal and Interest Account, a Reserve Account and an Excess Account. 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 1998 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 13 . account whenever the balance therein is sufficient to pay the next following semi-annual interest and principal (if any) payments on the 1998 Bonds. (c) Reserve Account. At the time of the sale of the 1998 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 1998 Bonds (such amount is referred to herein as the "Reserve Requirement"), and what portion, if any, of the proceeds of the 1998 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 1998 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 1998 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 bylaw. Interest earned in each such account shall be credited to such account. SECTION 7. project Fund. Any accrued interest received at the time of the delivery of the 1998 Bonds shall be deposited into the Bond Principal and Interest Account. After making any deposit to the Reserve Account, the. remaining proceeds from the sale of the 1998 Bonds shall be deposited into a special fund to be designated as the "City Center Project Fund" (the "PrQiec Fund"). Such fund shall be deposited with a legally qualified depository or depositories for the funds of the District as provided by law and shall be segregated and kept separate and apart from all other funds of the District and maybe invested as permitted bylaw. The money in the Project Fund may be expended only for the purpose of paying the cost of any of the Project. Any balances remaining in the Project Fund after the payment of costs of the Project may be used to pay debt service on the 1998 Bonds or as otherwise permitted by law. 14 SECTION 8. Sale of Bonds. (a) The 1998 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 any purchaser 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 1998 Bonds have been properly sold and executed, the Clerk-Treasurershall receive from the purchasers payment for the 1998 Bonds and shall provide for delivery of the 1998 Bonds to the purchasers. (c) The 1998 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 may be necessary or advisable to carry out the provisions of this resolution. (d) At the time the 1998 Bonds are sold, the President of the Commission is authorized, with the advice of the Commission's financial advisor, to secure municipal bond insurance or such other credit enhancement as they deem necessary or advisable to facilitate the sale of the 1998 Bonds, and to execute all required agreements and documents in connection therewith. 1,. SECTION 9. Legal Opinion. The Clerk-Treasurer is hereby authorized and directed to obtain a legal opinion as to the validity of the 1998 Bonds from Barnes & Thornburg, and to furnish such opinion to the purchasers of the 1998 Bonds. The Clerk-Treasureris further authorized to cause a copy of said legal opinion to be printed on each 1998 Bond. The cost of such opinion shall be considered apart of the cost of the purpose for which the 1998 Bonds are issued and shall be paid out of the proceeds of the 1998 Bonds. SECTION 10. Defeasance. If, when the 1998 Bonds or any portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the 1998 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 1998 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 15 1 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 1998 Bonds or such designated portion thereof shall no longer be deemed outstanding or secured by this resolution. SECTION 11. Additional Bonds. The City reserves the right to authorize and issue additional bonds payable out of the COIT Revenues ranking on a parity with the 1998 Bonds for the purpose of financing the cost of future economic development or redevelopment projects in the Areas as permitted by the Act, or to refund obligations, subject to the following conditions: (a) All required payments into the Bond Principal and Interest Account and the Reserve Account shall have been made in accordance with the provisions of this resolution, and the interest on and principal of all bonds payable from the COIT Revenues shall have been paid in accordance with the terns thereof. (b) The COIT Revenues in the fiscal year immediately preceding the issuance of any such bonds ranking on a parity with the bonds authorizedby this resolution shall be not less than one hundred twenty-five percent (125%) of the maximum annual interest and principal requirements of the 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 a certified public accountant employed by ( the District for that purpose. (c) The principal of and interest on said additional parity bonds shall be payable on June 15 and December 15 of each year during the term thereof. 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 1998 Bonds then outstanding shall have the right, from time to time, anything contained in this resolution to the contrary notwithstanding, to consent to and approve the adoption by the Commission of such resolution or resolutions supplemental hereto as shall be deemed necessary or desirable by the Commission for the purpose of amending in any particular any of the terms or provisions contained in this resolution, or in any supplemental resolution; provided, however, that nothing herein contained shall permit or be construed as permitting: (a) An extension of the maturity of the principal of or interest or premium, if any, on any 1998 Bond or an advancement of the earliest redemption date on any 1998 Bond, without the consent of the holder of each 1998 Bond so affected; or (b) A reduction in the principal amount of any 1998 Bond or the rate of interest thereon or the premium payable upon redemption thereof, or a change in the 16 monetary medium in which such amounts are payable, without the consent of the holder of each 1998 Bond so affected; or (c) A preference or priority of any 1998 Bond over any other 1998 Bond, without the consent of the holders of all 1998 Bonds then outstanding; or (d) A reduction in the aggregate principal amount of the 1998 Bonds required.for consent to such supplemental resolution, without. the consent of the holders of all 1998 Bonds then outstanding. If the Commission shall desire to obtain any such consent, it shall cause the Registrar to mail a notice, postage prepaid, to the addresses appearing on the Registration Record. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that a copy thereof is on file at the office of the Registrar for inspection by all owners of the.1998 Bonds. The Registrar shall not, however, be subject to any liability to any owners of the 1998 Bonds by reason of its failure to mail such notice, and any such failure shall not affect the validity of such supplemental resolution when consented to and approved as herein provided. Whenever at any time within one year after the date of the mailing of such notice, the Commission shall receive any instrument or instruments purporting, to be executed by the owners of the 1998 Bonds of not less than a majority in aggregate principal amount of the 1998 Bonds then outstanding, which instrument or instruments shall refer to the proposed supplemental resolution ( described in such notice, and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice as on file with the Registrar, thereupon, but not otherwise, the Commission may adopt such supplemental resolution in substantially such form, without liabilityor responsibility to any owners of the 1998 Bonds, whether or not such owners shall have consented thereto. No owner of any 1998 Bond shall have any right to object to the adoption of such supplemental resolution or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Commission or its officers from adopting the same, or from taldng any action pursuant to the provisions thereof. Upon the adoption of any supplemental resolution pursuant to the provisions of this section, this resolution shall be, and shall be deemed, modified and amended in accordance therewith, and the respective rights, duties and obligations under this resolution of the Commission and the City and all owners of 1998 Bonds then outstanding shall thereafter be determined, exercised and enforced in accordance with this resolution, subject in all respects to such modifications and amendments. Notwithstanding anything contained in the foregoing provisions of this resolution, the rights, duties and obli gations of the Commission and the City and of the owners of the 1998 Bonds, and the terms and provisions of the 1998 Bonds and this resolution, or any supplemental resolution, may be 17 modified or. amended, in any respect with the consent of.the Commission and;the consent of the owners of all the. 109 Bonds then outstanding. Without notice to or consent. of the owners of the 1998 Bonds, the Commission may, from time to time and at any time,-adopt such resolutions supplemental hereto as shall not be inconsistent .with the terms. and provisions hereof (which supplemental resolutions shall thereafter form a part hereof): (a) to cure any ambiguity or formal defector omission in this resolution or in any supplemental resolution; or (b) to grant: to or confer' upon the owners of the 1998 Bonds any additional rights, remedies, powers, authority or.security that may lawfully be granted to or conferred upon the_owners of the 1998 Bonds; or (c) to procure:a rating on the'1998 Bonds,from a nationally recognized securities 'rating agency designated in such supplemental resolution; if such supplemental resolution will not adversely affect the owners of the 1998 bonds; or (d) to secure or maintain bond, insurance with respect tothed998`Bonds; or (e) to provide for the refunding or advance refunding; of the 1998 Bonds; or (f) to snake any other change which, in the determination of the Commission in its sole discretion, is not to the material prejudice of the owners of the 1998 Bonds: SECTION 13. Approval of Official Statement and Continuing J)i54locure ?ndert_ king. If legally required`as a pait;of a public offering of the 19981; Bonds,, the Clerk-Treasurer is hereby authorized to deem final an official statement with respect to the 1998 Bonds; as of its date, in accordance with the provisions of Rule l k2-12 of the United States Securities and Exchange Commission, as amended (the "SEC Rule'I, subject to completion as pertriitted by the SEC Rule, and the Commission further. authorizes the distribution of the deemed final official statement, and the execution, delivery and distribution of such document as furthermodified and amended:with the approval of the Clerk-Treasurer in the form of a final officialstatement. In order.toassist any underwriter ofthe 1998 Bonds in complyingwith paragraph (b)(5) of the SEC Rule by undertaking to make. available appropriate disclosure.about the Commission and the City:and the-1998 Bonds to partieipantsinthe municipal securities market, the Commission nay, in accordance with the SEC Rule; unless excluded from the applicability of the SEC Rule or otherwise exempted from.the,provisions;.ofparagraph (b)(5) of the SEC Rule, execute and deliver 18 I J -. any continuing disclosure contract. The execution and delivery by the Commission of the continuing disclosure contract, and the performance by the Commission of its obligations thereunder by or through any employee or agent of the Commission or the City, are hereby approved. SECTION 14. No Conflict. All resolutions and orders or parts thereof in conflict with the provisions of this resolution are to the extent of such conflict hereby repealed. After the issuance of the 1998 Bonds authorized by this resolution and so long as any of the 1998 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 materially adversely affect the rights of the holders of the 1998 Bonds, nor shall the Commission adopt any law or resolution which in any way materially adversely affects the rights of such holders. SECTION 15. Severabilitv. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. SECTION 16. Non-Business Days. If the date of making any payment or the last date for performance of any act or the exercising of any right, as provided in this resolution, shall be a legal holiday or a day on which banking institutions in the City or the jurisdiction in which the Registrar or Paying Agent is located are typically closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions ( are typically closed, with the same force and effect as if done on the nominal date provided in this resolution, and no interest shall accrue for the period after such nominal date. SECTION 17. Interpretation. Unless the context clearly requires otherwise, references herein to statutes or other laws include the same as modified, supplemented or superseded from time to time. SECTION 18. Other Actions. Each officer of the Commission is hereby authorized and directed, for and on behalf of the. Commission, to execute and deliver any contract, agreement or other instrument, or to take any other action, determined by such officer to be necessary or appropriate to effect the transactions contemplated by this resolution, such determination to be conclusively evidenced by such officer's having executed and delivered such contract, agreement or other instrument, or having taken such other action, and any such contract, agreement or other instrument heretofore executed and delivered, and any such action heretofore taken, is hereby ratified and approved. SECTION 19. Effectiveness. This resolutionshall be in full force and effect from and after its passage. Upon payment in full of the principal, premium, if any, and interest respecting the 1998 Bonds authorized hereby or upon deposit of an amount sufficient to pay when due such amounts in accordance with the defeasance provisions herein, all pledges, covenants and other rights granted by this resolution shall cease. 19 Adopted at a public meeting of the City of Carmel Redevelopment Commission in the Department of Community Services Conference Room of Carmel. City Hall, One Civic Square, which meeting was held at 5:30 p.m. Carmel time on January 15, 1998. CITY OF CARMEL REDEVELOPMENT COMMISSION President Vice President Secretary 20 & CERTIFICATE TO CLERK-TREASURER OF THE CITY OF CARMEL, 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 January 15, 1998. Amy Boldt, Secretary City of Carmel Redevelopment Commission WD501 NWS 239219 21