HomeMy WebLinkAbout05.19.25 CC Meeting Paperless Packet1
City of Carmel
CARMEL COMMON COUNCIL
MEETING AGENDA
MONDAY, MAY 19, 2025 – 6:00 P.M.
COUNCIL CHAMBERS/CITY HALL/ONE CIVIC SQUARE
1. CALL TO ORDER
2. AGENDA APPROVAL
3. INVOCATION
4. PLEDGE OF ALLEGIANCE
5. RECOGNITION OF CITY EMPLOYEES AND OUTSTANDING CITIZENS
a. 2025 Miss Cardinal’s Teen and Miss Indiana’s Teen Contestant from Carmel High
School sharing her community service initiative “Sadie’s Smiles for Seniors” –
Sadie Cohen
6. RECOGNITION OF PERSONS WHO WISH TO ADDRESS THE COUNCIL
7. COUNCIL AND MAYORAL COMMENTS/OBSERVATIONS
8. CONSENT AGENDA
a. Approval of Minutes
1. May 5, 2025 Regular Meeting
b. Claims
1. Payroll – $4,237,225.79
2. General Claims – $2,694,317.42
3. Wire Transfers – $12,623,260.56
9. ACTION ON MAYORAL VETOES
10. COMMITTEE REPORTS
a. Finance, Utilities and Rules Committee
b. Land Use and Special Studies Committee
c. All reports designated by the Chair to qualify for placement under this category.
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11. OTHER REPORTS – (at the first meeting of the month specified below):
a. Carmel Redevelopment Commission (Monthly)
b. Carmel Historic Preservation Commission (Quarterly – January, April, July, October)
c. Audit Committee (Bi-annual – May, October)
d. Redevelopment Authority (Bi-annual – April, October)
e. Economic Development Commission (Bi-annual – February, August)
f. Library Board (Annual – February)
g. Ethics Board (Annual – February)
h. Parks Department (Quarterly – February, May, August, November)
i. Climate Action Advisory Committee (Quarterly – March, June, September, December)
j. Finance Department Budget Update (Quarterly – April, July, October, January (for the 4th
quarter of the previous year))
k. Affiliate Review Committee Update
l. All reports designated by the Chair to qualify for placement under this category.
12. OLD BUSINESS
a. Seventh Reading of Ordinance D-2762-25; An Ordinance of the Common Council of the
City of Carmel, Indiana, Amending Chapter 8, Article 5, Sections 8-37, 8-47, and 8-48 of the
Carmel City Code; Sponsor: Councilor Aasen. Remains in the Land Use and Special
Studies Committee.
Synopsis:
Ordinance establishing 15-minute parking space(s) at the beginning of each block along Main
Street from Knoll Ct to 1st Ave SE, regulating parking on Range Line from Main Street to 1st
Street, and removing inconsistencies and duplications of code.
b. Fifth Reading of Ordinance D-2767-25; An Ordinance of the Common Council of the City
of Carmel, Indiana, Amending Chapter 2, Article 4, Section 2-96 of the Carmel City Code;
Sponsor(s): Councilor(s) Taylor and Snyder. Remains in the Finance, Utilities and Rules
Committee.
Synopsis:
Amendment to the Ordinance regulating the Ambulance Capital Fund.
c. Third Reading of Ordinance D-2769-25; An Ordinance of the Common Council of the City
of Carmel, Indiana, Amending Chapter 6, Article 4, Section 6-63 of the Carmel City Code;
Sponsor(s): Councilor(s) Taylor and Ayers. Remains in the Land Use and Special Studies
Committee.
Synopsis:
Ordinance amending the fine for failing to display a valid permit for motor vehicle parking on
a city sidewalk, multi-use path, or bicycle lane.
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d. Third Reading of Ordinance D-2770-25; An Ordinance of the Common Council of the City
of Carmel, Indiana, Adopting a New Article 6 Under Chapter 4 of the Carmel City Code;
Sponsor(s): Councilor(s) Aasen, Taylor, Snyder and Ayers. Remains in the Finance,
Utilities and Rules Committee.
Synopsis:
An Ordinance adopting requirements that owners of residential rental dwellings register and
obtain a permit before letting a residential rental dwelling and; limits the number of
authorized residential dwelling permits to ten percent of all homes within any subdivision or
the City of Carmel as a whole.
e. Second Reading of Ordinance D-2771-25; An Ordinance of the Common Council of the
City of Carmel, Indiana, Authorizing the Issuance of Economic Development Tax Increment
Revenue Bonds to Support the North End Phase II Project, and Authorizing and Approving
Other Actions in Respect Thereto; Sponsor: Councilor Aasen. Remains in the Finance,
Utilities and Rules Committee.
Synopsis:
Ordinance authorizes the issuance of developer TIF bonds by the City of Carmel, Indiana, to
finance certain improvements to support the development of the North End Phase II Project.
f. Second Reading of Ordinance D-2772-25; An Ordinance of the Common Council of the
City of Carmel, Indiana, Adopting a New Article 8 Under Chapter 2 of the Carmel City Code;
Sponsor(s): Councilor(s) Aasen, Ayers, Minnaar, Snyder and Worrell. Remains in the
Finance, Utilities and Rules Committee.
Synopsis:
An ordinance adopting requirements for nonprofit organizations receiving public support
from the City.
13. PUBLIC HEARINGS
14. NEW BUSINESS
a. First Reading of Ordinance D-2773-25; An Ordinance of the Common Council of the City
of Carmel, Indiana, Approving and Adopting a Revised Interlocal Agreement; Sponsor:
Councilor Aasen.
Synopsis:
An ordinance approving and adopting a revised interlocal agreement with Hamilton County,
Indiana concerning the U.S. 31 Ramps Economic Development Area and certain new
economic development areas to be established therein by the Carmel Redevelopment
Commission in order to make a technical correction.
15. AGENDA ADD-ON ITEMS
16. OTHER BUSINESS
17. ANNOUNCEMENTS
18. ADJOURNMENT
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City of Carmel 1
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CARMEL COMMON COUNCIL 3
MEETING MINUTES 4
MONDAY, MAY 5, 2025 – 6:00 P.M. 5
COUNCIL CHAMBERS/CITY HALL/ONE CIVIC SQUARE 6
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MEETING CALLED TO ORDER 8
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Council President Adam Aasen, Council Members: Shannon Minnaar, Ryan Locke, Teresa Ayers, Matthew 10
Snyder, Jeff Worrell, Anita Joshi, Anthony Green and Deputy Clerk Jessica Komp were present. Councilor 11
Rich Taylor was not in attendance. 12
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Council President Aasen called the meeting to order at 6:00 p.m. 14
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AGENDA APPROVAL 16
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The agenda was approved 8-0. 18
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INVOCATION 20
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Amy Christie of Grace Church delivered the invocation. 22
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RECOGNITION OF CITY EMPLOYEES AND OUTSTANDING CITIZENS 24
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There were none. 26
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RECOGNITION OF PERSONS WHO WISH TO ADDRESS THE COUNCIL 28
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Greg Gormong, of the National Association of Letter Carriers, spoke to Council about the Stamp Out Hunger 30
Food Drive that will be taking place this Saturday, May 10th. This is the largest single-day food drive in the 31
country. Citizens will be provided with a bag and are asked to fill it with items to replenish our local food 32
banks. Bags should be placed next to mailboxes for pickup on Saturday. 33
34
David Stonehouse spoke to Council about property tax assessments, on behalf of the Huntington Chase 35
HOA. Mr. Stonehouse stated that many people in his neighborhood have experienced close to a 25% 36
increase in property taxes. This has created considerable financial hardship for some, particularly those 37
nearing retirement and in retirement. Some have had to put off retirement, as they now cannot sell their 38
homes. He stated that they are very grateful for all that the Council does to help the citizens, even coming to 39
HOA meetings. He asked that the Council please take this issue into consideration when planning new 40
budgets. 41
42
Nancy Tatum spoke to Council concerning the way new development reduces green space in Carmel. She 43
proposed that the City Council work along with the Plan Commission and the Board of Zoning to require 44
developers to maintain a certain percentage of trees, such as 25%, and leave wetlands untouched. She 45
encouraged everyone to be a good steward of the flora and fauna that’s already here, and reminded us that 46
just because we can clear land, doesn’t mean we should. 47
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Bob Carlson advocated for the approval of a TIF Bond for Phase II of the North End development. Bob’s 48
son, Ryan, lives in an apartment at North End. This apartment has been specially designed for residents with 49
special needs, and Ryan is thriving in his home there. The completion of development at North End with 50
Phase II is necessary to keep the Phase I apartments for adults with disabilities financially viable. Mr. 51
Carlson shared how important it is to continue to have these homes available for special needs citizens of 52
Carmel. 53
54
Jan Hurlbut spoke about the Christkindlmrkt. She stated that the city should give up on the market this year, 55
as it will be hard to find someone to replace Maria Rosenfeld. She believes Maria and the former board are 56
taking the fall for financial decisions made by the prior administration. She believes the market’s multi-57
million dollar economic impact warrants a sizeable investment by the city. She supports the market 58
becoming financially independent, but this can’t happen overnight. She believes the current board lacks the 59
relevant skills needed. She stated that Maria should not have been prevented from speaking at the last 60
meeting, she should have had the opportunity to respond to the negative PowerPoint that was presented. She 61
believes that the former board was let go because they refused to give special treatment to a large vendor, 62
and she believes that Ms. Springer has a conflict of interest, being related to that vendor. 63
64
Ron Carter, former City Councilor, spoke next. He posed several questions to Council about the changes that 65
have been made with the new administration. He asked about the Mayor having two Deputy Mayors and a 66
Chief of Staff, and if Council approved the salaries for these new positions. He asked what the current 67
headcount is for city employees, and why Council approved the salaries for those additional positions. He 68
asked which budget will cover the legal and administrative costs of the Affiliate Review Committee. 69
70
Allie Missler spoke to Council in support of the former Christkindlmrkt Board and President. She stated that 71
the market is more than a seasonal event, it is a destination, attracting more than a million visitors, national 72
media attention, and generating millions in tourism revenue. She believes the city’s investment in the market 73
is worth it. The city has spent millions on roundabout sculptures, and those are passive, static landmarks. 74
They are not economic engines like the Christkindlmrkt. Ms. Missler encouraged the Council to support and 75
even expand support for the market in the future. 76
77
Rob Brown spoke to Council about the Christkindlmrkt. He asked them to view the market through the lens 78
of a community asset, instead of a financial vehicle. He asked that the search for a new market President be 79
open and transparent. He stated that there is a prevailing notion that the market is in jeopardy, but no one 80
understands how or why. People do not understand why the market was ever subjected to review in the first 81
place. Some have suggested that the market siphons funds needed for Police and Fire, but if that is the case, 82
what are Fire and Police lacking, and is there no where else we can find those funds? 83
84
Ed Shaughnessy spoke next, stating that he does support the review of all of the nonprofit affiliates. He 85
appreciates the Mayor’s willingness to take all this heat, and well as the Council. He stated that it’s hard for 86
him to understand such a high salary for someone who runs an event that requires year-long planning, but the 87
event itself is only short term. He does not believe the market is doomed, he believes we can make it just as 88
good or better. 89
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Sandy Richardson spoke to Council about the Christkindlmrkt. She stated that on October 7th, she requested 91
help with some harmful conduct that might jeopardize Christkindlmrkt, Inc. What she received was a mildly 92
legally threatening email and instead of addressing the potentially harmful conduct, an investigation was 93
launched into the market. She stated that the harm this has done to the market is real. The German and 94
German-speaking leaders had to resign. Contractors are hesitant to renew, sponsors are very cautious to sign 95
back on. German artisans are staying away, cultural authenticity is not a priority at this point, and more cuts 96
are probably coming. Ms. Richardson asked the Council and the Administration to please find a way to work 97
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together to course correct. She stated that the people of Carmel and their passions and organizations need 98
protection as much as the public funds do. 99
100
Maria Adele Rosenfeld, former CEO of the Carmel Christkindlmrkt, spoke next. She read her resignation 101
letter to help explain why she resigned. Ms. Rosenfeld stated that was excluded from discussions regarding 102
the termination of two board members, and the appointment of new board members, not finding out the 103
changes until after they happened. She was excluded from a meeting of the new board in which a new 104
operating agreement was formed with the City, never seeing the terms of the agreement before it was signed. 105
Earlier this year, when they began negotiations for an amended operating agreement, Ms. Rosenfeld 106
presented several recommendations, many of which were never presented to the City Attorney. The new 107
agreement was signed on April 16th, just before the Affiliate Review Committee meeting, and Ms. Rosenfeld 108
was instructed by Ms. Augustus not to speak at that meeting. 109
110
Kristin Kouka spoke to Council about the Christkindlmrkt in support of her friend Sandy Richardson. She 111
stated that she hopes a thorough investigation can be done, which would include interviewing all parties. She 112
shared that the market means a great deal to her family, and that she and many others volunteered very early 113
on because they believed in the market and they believed in its leaders. 114
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COUNCIL AND MAYORAL COMMENTS/OBSERVATIONS 116
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Mayor Finkam thanked everyone who participated with the Japanese delegation that was in town for the 118
Cherry Blossom Festival. She stated that the delegation was impressed with our city, they loved the library, 119
they loved the school, and they loved the festival. 120
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Councilor Snyder spoke about the Cherry Blossom Festival that happened yesterday, stating that is was an 122
amazing event, with high attendance. He stated that the Festival highlighted what diversity means, as we 123
really do better hearing points from all different views. After the Festival, Councilor Joshi gave Councilor 124
Snyder a ride to his car. They were in the Proscenium garage, and traffic was not moving. Councilor Snyder 125
realized someone needed help and Councilor Joshi pulled over immediately. There was a young man on the 126
ground, and a police officer was trying to revive him. Dr. Joshi, the police officer, and another man worked 127
to revive the young man. When the ambulance arrived, it could not fit into the garage. Councilor Snyder 128
would like for a review to be done of our parking garages, and those yet to be built, to see if there is a way 129
that we can at least make sure an ambulance can fit into the garage, and be able to drive to a stairwell, so that 130
first responders can get to those in need. Councilor Snyder stated that when the firefighters did make it to the 131
scene, their actions revealed their excellent training. He commended all those involved for their selfless 132
action, including Dr. Joshi, the police officer, the good Samaritan, and the firefighters. 133
134
Councilor Green thanked the Mayor and the city staff for putting on the Home Place block party last Sunday, 135
which was a great even with a great turnout. Council President Aasen stated that he enjoyed the Cherry 136
Blossom Festival. The Mayor stated that it was the hard work of the committee and the staff that made the 137
events so successful. 138
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CONSENT AGENDA 140
141
Councilor Minnaar moved to approve the consent agenda. Councilor Joshi seconded. There was no 142
discussion. Council President Aasen called for the vote. The consent agenda was approved 8-0. 143
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a. Approval of Minutes 145
146
1. April 21, 2025 Regular Meeting 147
148
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b. Claims 149
150
1. Payroll – $4,341,866.25 151
2. General Claims – $4,853,234.48 and $26,706.53 (Purchase Card) 152
3. Retirement – $126,308.06 153
154
ACTION ON MAYORAL VETOES 155
156
There were none. 157
158
COMMITTEE REPORTS 159
160
Councilor Worrell reported that the Finance, Utilities and Rules Committee will be meeting on Tuesday, 161
May 13th at 6:00 p.m. in Council Chambers. There are several items on the agenda. 162
163
Councilor Snyder reported that the Land Use and Special Studies Committee will meet this Wednesday, May 164
7th, at 5:30 p.m., at the Carmel Library. We continue to work on fees and fee structures, with input from 165
department directors. We have two items coming back from committee tonight. 166
167
OTHER REPORTS – (at the first meeting of the month specified below): 168
169
Henry Mestetsky, Carmel Redevelopment Director, gave the monthly report to Council. He updated the 170
Council on the progress at projects such as Monon Square North, Civic Square Condos, Icon on Main, and 171
Ardalan Plaza. He also shared that the CRC has worked with Old Town to put up a temporary parking lot in 172
Midtown while work is being done on those parking garages, providing 90 extra parking spaces over the 173
summer. 174
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Councilor Locke gave an update from the Affiliate Review Committee. He stated that the committee has 176
spent the last five meetings going through a great deal of information pertaining to four non-profits affiliated 177
with the city. The process of putting new procedures and new checks and balances into practice is an arduous 178
one. The intent at the end of the review is for the committee to come together and come up with 179
recommendations that holistically change the things that need to change, support the things that need to be 180
supported, and improve transparency. There will be another meeting, the subject of which will be to review 181
the Arts Grant process, and to come up with a list of other affiliates entities. 182
183
Mayor Finkam next gave an update. She stated that for the last 16 months, the administration and the City 184
Council have tried to make sense of and improve the city’s involvement in the myriad non-profit and 185
philanthropic relationships. Hundreds of hours and hundreds of thousands of dollars have been spent, trying 186
to understand the governance and financial condition of each relationship, and make meaningful changes, or 187
at least suggestions for changes. Although various events have been highly successful and beneficial for the 188
city, problems have existed. The governance of some organizations did not keep up with growth, and were 189
not regularly reviewed to ensure alignment with the city of Carmel’s changing goals. Through changing 190
economic times, many of these groups could not continue to function without the city’s support. The fiscal 191
impact of the city’s subsidy is taking a bigger toll on the operations of the city. The number of events and the 192
city’s population have grown. As such, the management and support of these events and non-profits is 193
requiring extensive city resources. We’ve tackled the two entities that pose the greatest risk to taxpayers, 194
Promote Carmel, LLC and Christkindlmarkt, Inc. While the Mayor is pleased with the hundreds of thousands 195
of dollars we’ve saved of subsidies on rent, products and contracts, she is not pleased with how this work has 196
occasionally divided members of our community, hurt feelings, and cast a shadow on the city, its affiliates, 197
and impacted people. The Mayor suggested that we stop the madness, and work together to define an entirely 198
new strategy and structure to manage our non-profit relationships, spaces and events. Mayor Finkam 199
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proposed the creation of a new non-profit that will have co-equal governance, so that both the legislative 200
branch and the executive branch of city government are equally aligned to identify and solve these problems 201
together. She suggested this new non-profit be called “Experience Carmel”, and it will align our non-profit, 202
philanthropic and event efforts. It can manage all city public spaces and events, it can be the clearinghouse 203
for arts grants, and other philanthropic giving. Its sheer focus would be to support the quality of life that 204
Carmel residents enjoy and provide meaningful experiences for those who visit. Having this separate 205
department to do these things will free up our city staff to focus on the other important issues at hand. Recent 206
state legislation will result in Carmel losing tens of millions of dollars in a short few months. It’s all hands on 207
deck to find ways we can operate differently. The Mayor invited the City Council to turn the page and move 208
forward with her in a productive way, for the benefit of our community. She thanked some of the Councilors 209
for their initial support of this concept. 210
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Councilor Snyder shared how he felt about this issue. He shared his deep concern for, and love of, this city 212
and all of its residents. He felt he needed to take a step back and examine whether or not we were doing the 213
right thing for the city by reviewing these affiliates in the manner that we have been. He admitted that he has 214
been a strong critic of the money that has gone into the Christmas market. During last year’s budget 215
hearings, early on, he was a proponent of reducing the funds drastically for the 25-26 market. He had a long 216
conversation with Maria Rosenfeld, in which he openly shared this viewpoint. To her credit, she did not 217
entirely disagree with him. She shared a number of measures had already been taken to cut costs. Her exact 218
words were, “Matt, if you guys can leave us alone for this year, and let us make the needed changes, we 219
won’t need you next year, plus we can come up with a reimbursement schedule for the Street Department.” 220
Councilor Snyder felt that this was fair, and based on what she shared, he did not doubt her. When 221
discussions of investigation started before the opening of last season’s market, he did not get involved, not 222
seeing merit in putting the market or the city through that. His next involvement was when the Affiliate 223
Review Committee was formed. Councilor Snyder had hoped that a thorough review would be performed for 224
all of the non-profit affiliates of the city. He is ashamed and embarrassed with the way this has played out. 225
He frankly did not think there was anything to investigate at the beginning, he still doesn’t know for sure. At 226
this point, so much information has been thrown around, accurate, inaccurate, conflicting statements and 227
timelines, that he is appalled. He believes that this community is so great because of its people. All we have 228
done with this committee is to diminish the market, we have embarrassed ourselves by making this such a 229
priority when we have so many other things to focus on, and the worst part is that we have negatively 230
impacted people’s lives. He commends his fellow Councilors and the Mayor for trying their best, and for 231
going into this with proper intentions, but he thinks this is an impossible task, and he does not see a path 232
forward with this committee that does not continue pain for others. He would like to see this committee’s 233
work come to an end. We must find another way to seek out truth. The idea the Mayor just presented could 234
be a good way to do that, it will need some vetting first. He believes this committee has taken up too much of 235
the Councilors’ time, and the Council needs them back to focus on other important matters. 236
237
Councilor Green spoke next. He thanked Councilor Snyder for sharing his thoughts and told him he agreed 238
with most of what he said. But he disagrees on some points. Councilor Green stated that he believes the 239
market can be bigger and better than ever. He believes the Council and the Mayor can work together to 240
accomplish that. He believes that Councilor Locke has done a phenomenal job, with the help of Councilors 241
Minnaar and Ayers, and the other committee members, and he would like to see them finish it out, to hear 242
their recommendations. He would like to learn more about the “Experience Carmel” concept, and it could be 243
a mechanism for Council and the Administration to work together to manage all of the non-profits, so we 244
don’t again get into a situation where there’s a lack of oversight, a lack of accountability and a lack of 245
transparency. 246
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Councilor Minnaar stated that she agrees with both Councilors Snyder and Green. She thanked Councilor 248
Locke for his hard work as chair of the Affiliate Review Committee. She also wanted everyone to know that 249
she did read all of the documents presented, she did read all of the emails, and her only goal as an ARC 250
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member was to help. Councilor Joshi thanked everyone for coming tonight. She agreed that the market is 251
magical, and it does reach across cultures as all good festivals should. But we do need a process that ensures 252
that all people are heard, that the community decides what it wants to see, and that is done with transparency. 253
We must vet the people who are appointed to boards. If we don’t put proper processes in place, we will be 254
right back in this situation again. 255
256
Council President Aasen stated that there were calls for an investigation back in October when the previous 257
Board was dismissed and new appointments were made. He thought that the Affiliate Review Committee 258
was a good compromise, but here we are half a year later, and he has even more questions coming from 259
constituents. He stated that Councilor Locke did a great job, but was given an impossible task. The meetings 260
were run by outside counsel which was not approved by the committee. Said counsel has cost the city 261
hundreds of thousands of dollars so far, which is more than the amount we were reimbursed for by the 262
market. There is a perception of a conflict of interest with this outside counsel, which may or may not be the 263
case. But this type of perception casts doubt on the whole thing. When the Council has asked the Mayor or 264
the Board questions, or asked for documents, we’re not getting them. Councilor Aasen watched the 265
April 16th meeting, and he was disappointed by how one-sided it was. He had tough questions for the CEO 266
about salaries, but she was never given the opportunity to speak. We have one of the best Christkindlmrkts in 267
the country, why are we trying to change something that is working? Ms. Rosenfeld had already stated that 268
she was willing to reimburse the city more for the Street Department’s work setting up the huts, which 269
Councilor Aasen does agree needs to happen. But on the same token, the city owns the huts, so the Street 270
Department is actually the only group that is allowed to set them up. It’s not as though the market could have 271
gone out to find a lower cost option. He stated that he appreciates the Mayor’s proposal to form a new board, 272
but this proposal was presented to Council at 3:00 p.m. today, only after the add-on request was announced. 273
Councilor Aasen expressed his frustration at not being able to answer constituent questions, because he 274
hasn’t received clear information from the executive branch. He stated that trust has been affected, but he 275
does believe it can be rebuilt between the Christkindlmrkt Board, and the Mayor and the Council, and with 276
the public. There is public perception of a conflict of interest existing with the Board, and we need to 277
eliminate that. We want the public to have the upmost confidence that no conflict of interest exists. 278
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Councilor Worrell stated that he had not heard from the Mayor about her proposal for a new board prior to 280
this meeting, so he couldn’t speak to that. He stated that when he thinks about where we are now with the 281
Christkindlmrkt, we are now without the number one CEO in the country. That CEO is a member of our 282
community and a constituent. We have a community that appears to be divided. We have board members 283
that seem to have been treated poorly. We have a board now that has no non-profit experience on their 284
resumes, and we lost a board that had over 100 years of non-profit experience. What has been most 285
disturbing to Councilor Worrell is that residents have reported that there have been inaccuracies and 286
misstatements from the experts that we are paying to give us a report. He stated that it all started with the 287
Executive Session, which he is not allowed to talk about, but there was a statement made that there is money 288
unaccounted for. That is when that narrative started. There was inaccurate information that was reported on 289
April 16th. He understands that Councilor Locke would like to continue the work of this committee, because 290
now we can look at future and other non-profits. But he senses that this committee has gone as far as they 291
can with the Christkindlmrkt. Councilor Worrell believes that in terms of the market, we have to get all the 292
information out there. The investigation must be viewed as honest, open and fair. You may not like it, but 293
you get it all out on the table, and then you have to accept it, and then find a way to improve, moving 294
forward in the best interest of our community. That is why he originally proposed an investigation back in 295
October and November. He and the Mayor spoke and the concept of a review process was decided upon. The 296
public has become very well informed through this process. But many questions still remain - Councilor 297
Worrell actually has four pages of them. He does not see agreement on what actually happened around the 298
Christkindlmrkt, or more importantly, why what happened needed to happen. Therefore, Councilor Worrell 299
respectively made a motion to follow state statute, abide by our local rules, and establish a committee of the 300
whole by majority vote of this Council tonight, to investigate the actions taken by representatives, 301
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contractors, and the CCI Board of Directors, as it relates to the Carmel Christkindlmrkt only, and anything 302
else the committee may wish to explore pertaining to that. He believes this is the only way that we are going 303
to get everyone on the same page, and to start moving forward and try to replace the huge loss of people who 304
seem to give heart and soul. Councilor Minnaar seconded the motion. 305
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Mayor Finkam made a comment regarding the concerns she’s heard about what information was reviewed in 307
the Affiliate Review process. The information that was reviewed was what had been negotiated into the 308
resolution that formed the review committee, which included governance, financial status, and executive 309
compensation. The why’s and the operations of the market were not in the scope of the review. Councilor 310
Worrell thanked the Mayor for that clarification. He then stated that the resolution was presented to be 311
signed, he did not realize there were negotiations. He had thought that both sides would get to share 312
information. He felt that as Marilee Springer presented her findings, there was no chance to explain the 313
context – why were those decisions made? Why was there now a deficit in the 2024 operations? He said he 314
attended a CCI Board meeting, and the CFO explained that made a ton of sense, but those explanations never 315
came out in the Affiliate Review. The comparison of the $86,000.00 salary of the Great American Songbook 316
CEO being flashed on the screen, in Councilor Worrell’s opinion, was wrong if you look at the 990’s. 317
318
Councilor Snyder stated that if we go through this effort to do this bulletproof review, this will be the last he 319
talks about it. Whatever executive summary comes out of whatever firm does this, that will be the accepted 320
document. Otherwise this is never going to end. It is in the best interest of the people of Carmel to find out 321
whatever needs to be found out, and then use that data to move forward. Councilor Worrell stated that in his 322
opinion, the only way you get through a divided issue is to get everything out, you give people their voice, 323
let them vent, and the facts are what guides us. Then we can accept it and move on in the best interest of our 324
community. 325
326
Councilor Green spoke next. He stated that he found out about a possible investigation coming on Thursday 327
from Councilors Minnaar and Snyder, but no one has spoken to him about it since then. He doesn’t have any 328
information on how the investigation would occur, and he has many questions. Since hearing that an 329
investigation might take place, he looked online at public comments, and also happened to see one of 330
Councilor Worrell’s videos on civility. Specifically, he watched a video that addressed the importance of 331
having hard conversations, possibly making people uncomfortable. He stated that he agrees with much of 332
what was said tonight, especially the remarks from citizens who love the market and want to see it continue. 333
He thinks that after last week, it appears that there may have been a rush to do things, some conflicts of 334
interest that weren’t thought through, maybe some lapses in due diligence, perhaps unintentional, but 335
nonetheless the perception is there. Councilor Green might be able to agree with an investigation, but he has 336
many questions first. What’s the best mechanism to get through this, to get all of the needed answers, and 337
then put this to bed? Because we have many other problems as a city to deal with. We don’t yet know the 338
fiscal impact we will be facing, but we’re likely going to have to make cuts, and even if we make big cuts, 339
we’re probably going to have to raise taxes. We have an aging infrastructure that still needs to be dealt with. 340
The city is getting more and more developed, more congested, there are more safety concerns with 341
pedestrians and bike riders, and more car thefts. We have to get back to the issues at hand. This city has been 342
here for 188 years, and 181 of those were without the Christkindlmrkt. The market is great, and he wants it to 343
continue, but the Christkindlmrkt didn’t make Carmel, Carmel made the Christkindlmrkt. And Carmel can 344
make more festivals, and make the Christkindlmrkt greater than ever. In his time on the Council, there have 345
been a couple of investigations. The first was February 26, 2020, when the story broke that the Hotel 346
Carmichael had gone $18 million over budget, far more than Council had approved. Councilor Green found 347
out about this four days before the story broke, in an email from CRC Director, Henry Mestetsky. For 348
months, then-Councilor Carter had asked Director Mestetsky in Council meetings if the hotel was 349
overbudget, and Director Mestetsky said it was not. When the story broke, Director Mestetsky apologized to 350
Councilor Green, but let him know that two of the other Councilors had been in a meeting prior and already 351
knew this. Councilor Green wanted a deep investigation done, but agreed to narrow the scope of the 352
8
investigation so as not to make it political, believing that was best for the city. About a year later, there was 353
another investigation, this time into accusations of systematic harassment and a hostile work environment. 354
Again, Councilor Green wanted to dive into it, but he agreed to narrow the scope and keep the politics out of 355
it. As far as this new proposed investigation, Councilor Green feels he could go along with it, IF we narrow 356
the scope, and keep the politics out of it. He would ask that we hold off on starting an investigation until 357
Councilor Locke has completed the Affiliate Review process, otherwise we’ll have two different entities 358
doing the same thing. Secondly, he strongly believes that anyone working on the investigation should not 359
give the perception that this is political, meaning that it shouldn’t be anyone who had been on Woody 360
Rider’s slate, essentially campaigning against Mayor Finkam. We need to remove the emotion from this as 361
well, by not having anyone on the investigation committee who has close ties to the market. For those 362
reasons, he believes the committee should be comprised of Councilors Locke, Ayers, and himself. His third 363
request is that he and Ryan Locke, the two attorneys on Council, perform the due diligence to hire the right 364
law firm to work on the investigation. 365
366
Council President Aasen stated that the motion was for a committee of the whole, to include the full Council. 367
He would not get behind a committee of three. He also stated that he took a little offense to the notion that an 368
election would sway the motives of this Council. He believes all the facts need to be out in the open. He has 369
many questions, such as why Ms. Rosenfeld was told not to speak at the April 16th meeting. Was Mayor 370
Finkam aware of that? Did she speak with the board about that? 371
372
Councilor Snyder told Councilor Green that he made a lot of great points, but by virtue of making those 373
points, he exposed his own emotional attachment. Councilor Snyder will not get behind a committee of three, 374
swapping one committee for another. He believes we should hire a law firm who has never done work in 375
Carmel. All questions should go to that firm, and the firm will provide an executive summary when the 376
investigation is complete. Councilor Locke stated that he believes the current review committee should come 377
up with recommendations based on the review that they have done. He also noted that another person on the 378
dais was not on Mr. Rider’s slate, and that is Councilor Joshi. This becomes political when we reject the 379
premise that Dr. Joshi is of the other political party, as though her contribution doesn’t count. This is a city of 380
105,000 people of varying viewpoints that equally care about this city. He does not believe this is an 381
impossible task for the Affiliate Review Committee. He believes that collectively, we can come up with an 382
end document that helps us move forward. What has been frustrating for the ARC is that they have not been 383
able to get the full story. Based on what he has learned and heard thus far through this review process, he is 384
in support of an investigation. 385
386
Councilor Joshi thanked Councilor Locke for his comments. She stated that the Christkindlmrkt is not the 387
problem, the people are not the problem, it’s the process that’s the problem. She asked if she could be 388
educated on the process of an investigation before they take the vote. Councilor Aasen moved to make an 389
amendment to Councilor Worrell’s motion, moving that we vote on a chair for the committee at the next 390
Council meeting. Councilor Worrell seconded the motion. Councilor Joshi stated that she still does not 391
understand the investigation process, and it was a lack of good processes that got us where we are now. She 392
is not comfortable voting on something without a clear understanding of how it works. Councilor Worrell 393
shared that the chair of the committee could determine what the process is going to be. What he would be 394
looking for is something that we didn’t have in the ARC, which is to be able to hear from all sides. Councilor 395
Joshi asked when we need to have these decisions made by, for the sake of this year’s market. Councilor 396
Green asked Councilor Locke if he was up for chairing the investigation. Councilor Locke responded yes. 397
Councilors Snyder and Joshi both wanted the public to hear that there will be a market this year, that is not 398
dependent on this investigation. Councilor Aasen withdrew his amendment. He then called for a vote on the 399
original motion to launch an investigation, this was approved 8-0. 400
401
402
403
9
OLD BUSINESS 404
405
Council President Aasen announced the sixth reading of Ordinance D-2762-25; An Ordinance of the 406
Common Council of the City of Carmel, Indiana, Amending Chapter 8, Article 5, Sections 8-37, 8-47, and 8-407
48 of the Carmel City Code; Sponsor: Councilor Aasen. This item remains in the Land Use and Special 408
Studies Committee. 409
410
Council President Aasen announced Resolution CC-02-03-25-07; A Resolution of the Common Council of 411
the City of Carmel, Indiana, Recommending Consideration of an Amendment to the Unified Development 412
Ordinance for the City and Referring the Same to the Carmel Plan Commission for Recommendation; 413
Sponsor(s): Councilor(s) Aasen, Snyder and Taylor. This item returns from the Land Use and Special Studies 414
Committee. Councilor Snyder stated that this item has been vetted for a very long time. He then asked 415
Sergey Grechukhin, Corporation Counsel, to explain this resolution pertaining to Group Homes. Mr. 416
Grechukhin shared that the resolution includes a licensure requirement, specifically for group homes for 417
developmental disabilities, or psychiatric disorders. In certain districts, there will be no more than eight 418
unrelated persons in a group home. The 300 feet distance requirement has been removed, and will be a 419
consideration for approval by the board, because there are some fair housing act concerns, and every group 420
home application is considered on a case by case basis. The DOCS director will inform the applicant 421
regarding compliance with Indiana Department of Homeland Security building classification. All special 422
exceptions will be considered by the BZA, instead of a hearing officer. There are now three special types of 423
exceptions that we have in the UDO, those are group homes, short term rentals and non-dwelling short term 424
rentals. Councilor Snyder made a motion to approve the resolution. Councilor Minnaar seconded. There was 425
no further discussion. Council President Aasen called for the vote. Resolution CC-02-03-25-07 approved, 7-426
0. (Councilor Green left the meeting.) 427
428
Council President Aasen announced the fourth reading of Ordinance D-2767-25; An Ordinance of the 429
Common Council of the City of Carmel, Indiana, Amending Chapter 2, Article 4, Section 2-96 of the Carmel 430
City Code; Sponsor(s): Councilor(s) Taylor and Snyder. This remains in the Finance, Utilities and Rules 431
Committee. 432
433
Council President Aasen announced the second reading of Ordinance D-2769-25; An Ordinance of the 434
Common Council of the City of Carmel, Indiana, Amending Chapter 6, Article 4, Section 6-63 of the Carmel 435
City Code; Sponsor(s): Taylor and Ayers. This item remains in the Land Use and Special Studies 436
Committee. 437
438
Council President Aasen announced the second reading of Ordinance D-2770-25; An Ordinance of the 439
Common Council of the City of Carmel, Indiana, Adopting a New Article 6 Under Chapter 4 of the Carmel 440
City Code; Sponsor(s): Councilor(s) Aasen, Taylor, Snyder and Ayers. This item remains in the Finance, 441
Utilities and Rules Committee. 442
443
PUBLIC HEARINGS 444
445
There were none. 446
447
NEW BUSINESS 448
449
Council President Aasen announced the first reading of Ordinance D-2771-25; An Ordinance of the 450
Common Council of the City of Carmel, Indiana, Authorizing the Issuance of Economic Development Tax 451
Increment Revenue Bonds to Support the North End Phase II Project, and Authorizing and Approving Other 452
Actions in Respect Thereto; Sponsor: Councilor Aasen. Councilor Joshi moved to introduce the item into 453
business. Councilor Minnaar seconded. Councilor Minnaar presented the item to Council. CRC Director 454
10
Henry Mestetsky introduced Rebecca McGuckin and Justin Moffit of Old Town Design Group. Ms. 455
McGuckin explained that there are currently over 250 residents of North End Phase I. There are 40 attainable 456
units that are integrated into 168 apartments that are set aside for individuals with intellectual and 457
developmental disabilities. Old Town headquarters is also located there, with 160 employees. Fields Market 458
Garden is located in North End, which also supplies food for Freeland Restaurant, located in a renovated 459
home on the property. Phase II has always been a part of the plan to keep the attainable housing financially 460
feasible for all perpetuity. Phase II incorporates multi-generational living with a 55 and over product. These 461
apartments have been custom designed with a townhome-style architecture. Old Town left some density on 462
the table with Phase II, instead focusing on accomplishing their goal of financial sustainability. There will be 463
a Monon Trail connection, and a plaza park space. Director Mestetsky added that the application of Park 464
Impact Fees has been negotiated with Michael Klitzing and the Park Board. The current vacant parcel of land 465
generates about $20,000.00 per year in property taxes. Once developed, it will create $463,000.00 of annual 466
property taxes, and $67,000.00 of new money going to the schools each year. Councilor Snyder asked if the 467
park impact fees would be used for actual public park spaces, and Mr. Moffitt replied that they would. 468
Councilor Worrell asked about the trees on the rendering, and Mr. Moffitt replied that the rendering is 469
largely factual, those are actually existing trees. Councilor Locke asked about the traffic impact on Smoky 470
Row. Mr. Moffitt replied that the new roundabout adjacent to U.S. 31 was specifically placed in that location 471
after a traffic study revealed the best placement to accommodate for Phase II. Ordinance D-2771-25 was 472
sent to the Finance, Utilities and Rules Committee for further review. 473
474
Council President Aasen announced Resolution CC-05-05-25-01; A Resolution of the Common Council of 475
the City of Carmel, Indiana, Recommending Consideration of an Amendment to the Unified Development 476
Ordinance for the City and Referring the Same to the Carmel Plan Commission for Recommendation; 477
Sponsor(s):Councilor(s) Ayers, Joshi, Minnaar and Snyder. Councilor Snyder moved to introduce the item 478
into business. Councilor Joshi seconded the motion. Councilor Snyder presented the item to Council. He 479
explained that this is an omnibus cleanup of a number of items in the UDO that the Land Use Committee has 480
been working on with much input from other city departments, over the last year and a half. Sergey 481
Grechukhin explained that the biggest substantive highlight from a zoning perspective is a development plan 482
requirement for projects in B1 and B2 districts. Another big amendment improves, streamlines, and 483
simplifies the process itself. The UDO is an extremely large document that can be hard to understand, 484
without legal counsel to decipher it. We have added a great deal of explanatory language and references, to 485
make the document much more user-friendly. We also introduced a 30-day deadline for technical review, 486
with some exceptions. Councilor Snyder explained that these amendments are the result of a collective effort 487
to ensure that the city of Carmel provides the best customer service to small businesses. This resolution 488
would send the proposed ordinance to Plan Commission and then back to Council for final approval. 489
Councilor Minnaar moved to approve the resolution. Councilor Worrell seconded the motion. There was no 490
further discussion. Council President Aasen called for the vote. Resolution CC-05-05-25-01 approved, 7-0. 491
492
AGENDA ADD-ON ITEMS 493
494
There was one agenda add-on request. Council President Aasen read a memo to add Ordinance D-2772-25 495
to the May 5, 2025 Council agenda. This ordinance establishes requirements for nonprofit organizations 496
receiving public support. Councilor Snyder moved to add the ordinance to the agenda. Councilor Minnaar 497
seconded. There was no discussion. Council President Aasen called for the vote. Motion to add Ordinance 498
D-2772-25 to the agenda approved, 7-0. Councilor Worell moved to introduce the item into business. 499
Councilor Joshi seconded. Councilor Worrell presented the item to Council. Councilor Snyder explained that 500
this ordinance aims to create some balance in how our boards and commissions are created. Ted Nolting, of 501
Kroger, Gardis and Regas, further explained that this ordinance more clearly defines what an affiliate entity 502
is. It further requires that all affiliate entities must have at least one City Council appointee to qualify for city 503
support, and all Mayoral appointees must also be approved by the City Council. There would also be an 504
express budget review process for the affiliated entities. Additionally, any entities receiving a grant from the 505
11
city must follow a grant process that’s been established and approved by City Council. Councilor Minnaar 506
asked if affiliated entities with their own governing documents would have to change them. Mr. Nolting 507
replied that we can’t force an organization to change their governing documents, but we can tie it to funds 508
received from the city. This means that they may need to amend their governing documents in order to 509
continue to receive city support. Councilor Worrell asked if a group such as the Rotary Club would fall into 510
this category. Rotary is a non-profit, with their own board. They put on Carmel Fest. The city sponsors the 511
fireworks at CarmelFest. Mr. Nolting replied that the Rotary Club would not fall into this category. 512
Samantha Karn, Corporation Counsel, stated that our city legal department has not had time to review this 513
document, as it was just received late this afternoon, but at first blush, it appears to be overreach. Councilor 514
Locke responded that it is not meant as overreach, but as regular reach. He asked that the city legal 515
department review this through the lens of finding a path for the legislative and executive bodies to work 516
together in the best interests of city government as a whole. Ordinance D-2772-25 was sent to the Finance, 517
Utilities and Rules Committee for further review. Councilor Worrell asked if the Mayor’s proposal will also 518
be discussed in committee, as it may relate to this ordinance. Ms. Karn stated that she does not have anything 519
in writing for that yet. There was further discussion on whether or not the Mayor’s proposal should even be 520
discussed yet. 521
522
OTHER BUSINESS 523
524
There was none. 525
526
ANNOUNCEMENTS 527
528
There were none. 529
530
ADJOURNMENT 531
532
Council President Aasen adjourned the meeting at 9:46 p.m. 533
534
Respectfully Submitted, 535
_______________________________ 536
Jacob Quinn, Clerk 537
538
539
Approved, 540
541
542
ATTEST: _______________________________ 543
Adam Aasen, Council President 544
545
_______________________________ 546
Jacob Quinn, Clerk 547
SPONSOR: Councilor Aasen
This Ordinance was prepared by Benjamin J. Legge, City Attorney on January 15, 2025, at 11:30 a.m. It may have been subsequently
revised. However, no subsequent revision to this Ordinance has been reviewed by Mr. Legge for legal sufficiency or otherwise.
ORDINANCE NO. D-2762-25 1
2
AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, 3
AMENDING CHAPTER 8, ARTICLE 5, SECTIONS 8-37, 8-47, AND 8-48 4
OF THE CARMEL CITY CODE. 5
6
Synopsis: Ordinance establishing 15-minute parking space(s) at the beginning of each block 7
along Main Street from Knoll Ct to 1st Ave SE, regulating parking on Range Line from Main Street to 8
1st Street, and removing inconsistencies and duplications of code. 9
10
WHEREAS, the City, pursuant to Indiana Code § 9-21-1-3, within the reasonable exercise of its police 11
power, may by ordinance regulate vehicular parking; 12
13
WHEREAS, the City has previously regulated vehicular parking within its corporate limits, such 14
regulation being codified, in part, under Carmel City Code §§ 8-37, 8-47, and 8-48; and 15
16
WHEREAS, the Common Council of the City now finds that it is in the interests of public safety and 17
welfare to amend the regulation of parking of motor vehicles on City streets. 18
19
NOW, THEREFORE, BE IT ORDAINED, by the Common Council of the City of Carmel, Indiana, 20
as follows: 21
22
Section 1. The foregoing Recitals are fully incorporated herein by this reference. 23
24
Section 2. The following subsections of Carmel City Code Section 8-37(a) are hereby amended and 25
added, and shall read as follows: 26
27
Ҥ 8-37 Fifteen-Minute Loading Zones. 28
29
(a) Fifteen-minute loading/unloading zones are established at the following locations: 30
. . . 31
(2) The first parking space on the south side of Main Street east of Veterans Way. 32
33
(3) Reserved for future use. 34
. . . 35
(5) Reserved for future use. 36
. . . 37
(13) The first two spaces on the north side of Main Street west of 1st Avenue NW. 38
. . . 39
(16) Reserved for future use.” 40
41
42
43
44
[the remainder of this page is left intentionally blank] 45
46
47
48
Ordinance D-2762-25 49
Page One of Four Pages 50
SPONSOR: Councilor Aasen
This Ordinance was prepared by Benjamin J. Legge, City Attorney on January 15, 2025, at 11:30 a.m. It may have been subsequently
revised. However, no subsequent revision to this Ordinance has been reviewed by Mr. Legge for legal sufficiency or otherwise.
Section 3. The following subsection of Carmel City Code Section 8-47 is hereby added and shall read 51
as follows: 52
53
Ҥ 8-47 No Parking Areas. 54
55
(a) No person shall park a vehicle at any time in the following locations: 56
. . . 57
(77) On either side of Range Line Road from Main Street to the East-West alley between Main 58
Street and 1st Street NW.” 59
60
Section 4. The following subsections of Carmel City Code Section 8-48 are hereby amended and shall 61
read as follows: 62
63
Ҥ 8-48 Limited Parking Areas. 64
(c) Three-hour parking zones between the hours of 6:00 a.m. and 5:00 p.m., Monday through Saturday 65
only, are established on the following City streets: 66
67
(1) The second space on the south side of Main Street west of 1st Ave SE. 68
. . . 69
(4) The first nine parking spaces on the north side of Main Street east of 3rd Ave NW. 70
(5) The first six parking spaces on the south side of Main Street west of the Monon Trail. 71
(6) The first seven parking spaces on the north side of Main Street east of the Monon Trail. 72
(7) The first six parking spaces on the south side of Main Street west of Veterans Way. 73
(8) The first four parking spaces on the south side of Main Street west of Range Line Road. 74
. . . 75
(44) Reserved for future use. 76
(45) Reserved for future use. 77
(46) Reserved for future use. 78
(47) Reserved for future use. 79
(48) The first 6 spaces on the north side of Main Street east of 1st Avenue NW. 80
(49) Reserved for future use. 81
(50) Reserved for future use. 82
. . . 83
(f) No vehicle shall be parked: 84
. . . 85
(3) On either side of Range Line Road from the East-West alley between Main Street and 1st 86
Street NW to Smoky Row for more than two hours between 6:00 a.m. EST and 5:00 p.m. EST, 87
Monday through Saturday only, excepting for any vehicle which properly displays a valid 88
Merchant Sticker issued pursuant to subsection (f)(3); 89
. . . 90
(o) A two-hour parking zone between the hours of 6:00 a.m. and 5:00 p.m., Monday through 91
Saturday only, is established on the north side of Main Street from a point 221 feet east of the 92
intersection of Main Street and Range Line Road to a point 1060 feet east of the intersection of Main 93
Street and Range Line Road.” 94
95
96
97
98
Ordinance D-2762-25 99
Page Two of Four Pages 100
SPONSOR: Councilor Aasen
This Ordinance was prepared by Benjamin J. Legge, City Attorney on January 15, 2025, at 11:30 a.m. It may have been subsequently
revised. However, no subsequent revision to this Ordinance has been reviewed by Mr. Legge for legal sufficiency or otherwise.
Section 5. All prior ordinances or parts thereof inconsistent with any provision of this Ordinance 101
are hereby repealed, to the extent of such inconsistency only, as of the effective date of this Ordinance, such 102
repeal to have prospective effect only. However, the repeal or amendment by this Ordinance of any other 103
ordinance does not affect any rights or liabilities accrued, penalties incurred or proceedings begun prior to the 104
effective date of this Ordinance. Those rights, liabilities and proceedings are continued and penalties shall be 105
imposed and enforced under such repealed or amended ordinance as if this Ordinance had not been adopted. 106
107
Section 6. If any portion of this Ordinance is for any reason declared to be invalid by a court of 108
competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance 109
so long as enforcement of same can be given the same effect. 110
111
Section 7. The remaining portions of Carmel City Code Sections 8-37, 8-47, and 8-48 are not 112
affected by this Ordinance upon its passage. 113
114
Section 8. This Ordinance shall be in full force and effect from and after the date of its passage 115
and signing by the Mayor and such publication as required by law. 116
117
118
119
120
121
122
123
124
125
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127
128
129
[the remainder of this page is left intentionally blank] 130
131
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136
137
138
139
140
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142
143
144
145
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147
148
Ordinance D-2762-25 149
Page Three of Four Pages 150
151
SPONSOR: Councilor Aasen
This Ordinance was prepared by Benjamin J. Legge, City Attorney on January 15, 2025, at 11:30 a.m. It may have been subsequently
revised. However, no subsequent revision to this Ordinance has been reviewed by Mr. Legge for legal sufficiency or otherwise.
PASSED by the Common Council of the City of Carmel, Indiana, this ________day of 152
_______________________, 2025, by a vote of _____ ayes and _____ nays. 153
154
COMMON COUNCIL FOR THE CITY OF CARMEL 155
156
______________________________ ______________________________ 157
Adam Aasen, President Matthew Snyder, Vice-President 158
159
______________________________ ______________________________ 160
Rich Taylor Anthony Green 161
162
______________________________ ______________________________ 163
Jeff Worrell Teresa Ayers 164
165
______________________________ ______________________________ 166
Shannon Minnaar Ryan Locke 167
168
______________________________ 169
Anita Joshi 170
171
ATTEST: 172
173
174
______________________________ 175
Jacob Quinn, Clerk 176
177
Presented by me to the Mayor of the City of Carmel, Indiana this __________ day of 178
_________________________ 2025, at _________ __.M. 179
180
181
______________________________ 182
Jacob Quinn, Clerk 183
184
Approved by me, Mayor of the City of Carmel, Indiana, this __________ day of 185
________________________ 2025, at _________ __.M. 186
187
188
______________________________ 189
Sue Finkam, Mayor 190
191
ATTEST: 192
193
194
______________________________ 195
Jacob Quinn, Clerk 196
197
198
199
Ordinance D-2762-25 200
Page Four of Four Pages 201
Sponsors: Councilors Taylor and Snyder 1
ORDINANCE NO. D-2767-25 2
AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA 3
AMENDING CHAPTER 2, ARTICLE 4, SECTION 2-96 OF THE CARMEL CITY CODE 4
Synopsis: 5
Amendment to the Ordinance regulating the Ambulance Capital Fund. 6
WHEREAS, the Ambulance Capital Fund (Fund 102) (the “Fund”) was established as a 7
special non-reverting capital fund for the purpose of maintaining revenues received from Carmel 8
Ambulance Services; and 9
WHEREAS, the Fund was jointly administered by the City of Carmel and Clay Township 10
while they jointly provided paramedic, ambulance and fire services to Clay Township; and 11
WHEREAS, Clay Township no longer provides any paramedic, ambulance or fire services 12
to Clay Township; and 13
WHEREAS, the Common Council of the City now finds that it is in the interests of the City 14
to amend Chapter 2, Article 4, Section 2-96 of the Carmel City Code to accurately reflect the 15
provision of paramedic, ambulance and fire services and the administration of the Fund. 16
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY 17
OF CARMEL, INDIANA, as follows: 18
Section 1. The foregoing Recitals are fully incorporated herein by this reference. 19
Section 2. Carmel City Code Section 2-96 is hereby amended to read as follows: 20
Ҥ 2-96 Ambulance Capital Fund (Fund 102). 21
22
(a) The City hereby establishes a special non-reverting capital fund for the purpose of 23
maintaining revenues received from Carmel Ambulance Services and the Hamilton County 24
Emergency Medical Services Tax for the purpose of acquiring and/or replacing capital 25
improvements and equipment necessary to maintain paramedic, emergency ambulance and fire 26
service (hereinafter referred to as the “Paramedic, Emergency Ambulance and Fire Service Capital 27
Fund”), to be administered and maintained by the City as hereinafter set forth: 28
29
(1) The Capital Fund will be funded from revenues provided by 30
Carmel Ambulance Services as a result of the City's administration of the paramedic and 31
emergency ambulance services and from monies received from the Hamilton County Emergency 32
Medical Service Tax; 33
34
(2) The funds held in the Capital Fund shall be accounted for and maintained 35
separate and apart from other City funds and invested with interest thereon deposited into the 36
Capital Fund as provided by law; 37
38
(3) The funds held and accounted for in the Capital Fund shall be withdrawn only: 39
a) Upon proper appropriation by the legislative body of the City; 40
41
b) Upon written agreement between the City and Clay Township authorizing 42
expenditures; and 43
44
c) b) For the purpose of making capital expenditures supporting paramedic, 45
emergency ambulance and fire service. 46
47
(4) Capital equipment and improvements acquired from the funds held in the 48
Capital Fund shall be titled in the name of the City. and/or the Township as set forth in written 49
agreement between the City and the Township at the time of expenditure; and 50
51
(5) At such time as the City terminates its administration of paramedic 52
and ambulance services and/or the City and Township do not provide paramedic 53
and ambulance services or fire protection services to Clay Township as a whole by joint agreement, 54
all unexpended funds maintained in the Capital Fund shall be distributed to the City and to the 55
Township based upon the City and Township's proportionate monetary contribution toward fire 56
protection of Clay Township under prior Contracts for Fire and Protection between the City and the 57
Township. 58
59
(b) The life of the Paramedic, Emergency Ambulance and Fire Service Fund shall be 60
perpetual unless terminated by subsequent ordinance duly enacted by the City legislative body. 61
(Ord. D-1042, 4-18-94; Ord. D-1180, 9-18-95). 62
63
(c) 64
(1) The Carmel Fire Department is authorized, pursuant to Indiana law, to provide 65
emergency medical services. 66
67
a) The Carmel Fire Department is authorized to provide emergency medical 68
services and charge fees from citizens who benefit from said services in the amount of $475.00 for 69
basic life support service for Carmel residents, $675.00 for basic life support for non-Carmel 70
residents, $575.00 for advanced life support I for Carmel residents, $775.00 for advanced life 71
support I for non-Carmel residents, $700.00 for advanced life support II for Carmel residents, 72
$900.00 for advanced life support II for non- Carmel residents and $375.00 for advanced life 73
support non- transport, as well as $12.00 per loaded mile, within the terms and meanings of the 74
Indiana Emergency Medical Act and other applicable law. 75
76
b) In the event changes in Medicare or other federal or state health care 77
regulations require or allow an adjustment to current charges set forth hereinabove, the Fire Chief is 78
authorized to adjust the same, such adjustments to take effect on the calendar date immediately 79
following the date on which written notice of said adjustments is hand delivered or mailed by the 80
Fire Chief by U.S. Certified mail, return receipt requested, to the Mayor, Clerk, Common Council 81
President and Corporation Counsel. 82
83
c) Annual COLA Increase. On January 1 of each year, beginning in 2017, a 3% 84
Cost of Living Adjustment shall be added to the previous year’s rates and charges. This 3% increase 85
shall occur automatically each year unless and until such time that the Carmel City Council amends 86
or adjusts the percentage of the COLA increase for the next fiscal year. 87
88
d) The cost-of-living adjustment for emergency medical services fees charged by 89
the Carmel Fire Department in 2023 shall be 8.75%. 90
91
(2) Said funds shall be placed into the non-reverting fund established in subsection 92
(a) above. (Ord. D-1184, 10-2-95) 93
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(3) The Carmel Fire Department is authorized to collect fees for its ambulance and 95
emergency medical treatment runs. 96
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(4) In the event such fees are not paid after Carmel Fire Department has exhausted 98
its collection procedures, then the City Attorney will be notified for a determination as to whether to 99
pursue collection of such fees by initiating litigation or other collection efforts on behalf of the 100
Carmel Fire Department. 101
102
(5) Service fees for ambulance and emergency medical treatment runs may be 103
deemed uncollectible and the appropriate adjustment made to the Carmel Fire Department and City 104
financial records, upon a determination by the City Attorney that: 105
106
a) The person receiving such ambulance and/or emergency medical treatment 107
services died without insurance, an estate or surviving relatives responsible for the debt; 108
109
b) The person receiving such ambulance and/or emergency medical treatment 110
services cannot be located despite reasonable attempts to do so; 111
112
c) The person receiving such ambulance and/or emergency medical treatment 113
services has filed for bankruptcy protection, has listed the City as a creditor regarding such services 114
and has obtained a discharge of such debt by the bankruptcy court; 115
116
d) The collection of the debt is otherwise not economically justified under the 117
circumstances. 118
119
(6) All service fees for the provision of ambulance and/or emergency medical 120
treatment services by the Carmel Fire Department that are deemed to be uncollectible hereunder 121
must be reported to the Board of Public Works and Safety on an annual basis.” 122
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Section 3. All prior ordinances or parts thereof inconsistent with any provision of this 130
Ordinance are hereby repealed, to the extent of such inconsistency only, as of the effective date of 131
this Ordinance, such repeal to have prospective effect only. 132
Section 4. If any portion of this Ordinance is for any reason declared to be invalid by a 133
court of competent jurisdiction, such decision shall not affect the validity of the remaining portions 134
of this Ordinance 135
Section 5. This Ordinance shall be in full force and effect from and after the date of its 136
passage and signing by the Mayor and such publication as required by law. 137
138
[Signature Page Follows] 139
140
PASSED by the Common Council of the City of Carmel, this _____ day of 141
_____________, 2025, by a vote of ______ ayes and _____ nays. 142
COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA 143
144
___________________________________ 145
Adam Aasen, President Matthew Snyder, Vice-President 146
147
___________________________________ ____________________________________ 148
Teresa Ayers Anita Joshi 149
150
___________________________________ ____________________________________ 151
Ryan Locke Shannon Minnaar 152
153
___________________________________ ___________________________________ 154
Anthony Green Rich Taylor 155
156
___________________________________ 157
Jeff Worrell 158
159
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ATTEST: 161
162
__________________________________ 163
Jacob Quinn, Clerk 164
165
Presented by me to the Mayor of the City of Carmel, Indiana this ____ day of 166
_________________________ 2025, at _______ __.M. 167
168
____________________________________ 169
Jacob Quinn, Clerk 170
171
Approved by me, Mayor of the City of Carmel, Indiana, this _____ day of 172
________________________ 2025, at _______ __.M. 173
174
_________________________________ 175
Sue Finkam, Mayor 176
177
ATTEST: 178
179
___________________________________ 180
Jacob Quinn, Clerk 181
182
183
Prepared by: Ted Nolting 184
Kroger Gardis & Regas LLP 185
111 Monument Circle, Suite 900 186
Indianapolis, IN 46204 187
SPONSOR(S): Councilor(s) Taylor and Ayers
This Ordinance was prepared by Benjamin J. Legge, City Attorney on April 9, 2025, at 11:00 a.m. It may have been subsequently
revised. However, no subsequent revision to this Ordinance has been reviewed by Mr. Legge for legal sufficiency or otherwise.
ORDINANCE NO. D-2769-25 1
2
AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, 3
AMENDING CHAPTER 6, ARTICLE 4, SECTION 6-63 OF THE CARMEL CITY CODE 4
5
Synopsis: Ordinance amending the fine for failing to display a valid permit for motor vehicle parking 6
on a city sidewalk, multi-use path, or bicycle lane. 7
8
WHEREAS, the City of Carmel (the “City”) within the reasonable exercise of its police power, may 9
by ordinance regulate the operation of motorized vehicles on City sidewalks, multi-use paths, and bicycle 10
lanes; and 11
12
WHEREAS, the City has previously regulated the operation of motorized vehicles on City 13
sidewalks, multi-use paths, and bicycle lanes within its corporate limits, such regulations being codified, in 14
part, in City Code Section 6-63; and 15
16
WHEREAS, the Common Council of the City of Carmel, Indiana, now finds that it is in the interest 17
of public safety and welfare to amend the regulations related to the operation of motorized vehicles on City 18
sidewalks, multi-use paths, and bicycle. 19
20
NOW, THEREFORE, BE IT ORDAINED, by the Common Council of the City of Carmel, Indiana, 21
as follows: 22
23
Section 1. The foregoing Recitals are fully incorporated herein by this reference. 24
25
Section 2. The following subsection of Carmel City Code Section 6-63 is hereby amended and shall 26
read as follows: 27
28
Ҥ 6-63 Regulation of Vehicular Use on Sidewalks, Multi-Use Paths, Bicycle Lanes, and Roadways. 29
. . . 30
(k) Penalties. Any person who fails to display a valid permit under this section shall be subject to a fine of 31
$200 for the first offense, a fine of $250 for the second offense, and a fine of $2,500, plus costs, for all 32
subsequent offenses within the same calendar year. All other violations under violating this section 33
shall be subject to a fine of $10, for the first such offense, a fine of $25, for the second offense, and a 34
fine of $100, plus costs, for all subsequent offenses within the same calendar year. If a vehicle displays 35
an invalid permit, the fine amount will be increased by an additional $150. This does not limit the 36
authority of the court to impose additional penalties as permitted by law for moving violations, 37
including suspension of driving privileges and mandating the violator attend and complete a defensive 38
driving class. First and second offense violations of this section may be filed with the City Court' 39
Ordinance Violations Bureau.” 40
41
Section 3. All prior ordinances or parts thereof inconsistent with any provision of this Ordinance 42
are hereby repealed, to the extent of such inconsistency only, as of the effective date of this Ordinance, such 43
repeal to have prospective effect only. However, the repeal or amendment by this Ordinance of any other 44
ordinance does not affect any rights or liabilities accrued, penalties incurred or proceedings begun prior to the 45
effective date of this Ordinance. Those rights, liabilities and proceedings are continued and penalties shall be 46
imposed and enforced under such repealed or amended ordinance as if this Ordinance had not been adopted. 47
48
Ordinance D-2769-25 49
Page One of Three Pages 50
SPONSOR(S): Councilor(s) Taylor and Ayers
This Ordinance was prepared by Benjamin J. Legge, City Attorney on April 9, 2025, at 11:00 a.m. It may have been subsequently
revised. However, no subsequent revision to this Ordinance has been reviewed by Mr. Legge for legal sufficiency or otherwise.
Section 4. If any portion of this Ordinance is for any reason declared to be invalid by a court of 51
competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance 52
so long as enforcement of same can be given the same effect. 53
54
Section 5. The remaining portions of Carmel City Code Sections 8-47 and 8-48 are not affected by 55
this Ordinance upon its passage. 56
57
Section 6. This Ordinance shall be in full force and effect from and after the date of its passage 58
and signing by the Mayor and such publication as required by law. 59
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Ordinance D-2769-25 99
Page Two of Three Pages 100
SPONSOR(S): Councilor(s) Taylor and Ayers
This Ordinance was prepared by Benjamin J. Legge, City Attorney on April 9, 2025, at 11:00 a.m. It may have been subsequently
revised. However, no subsequent revision to this Ordinance has been reviewed by Mr. Legge for legal sufficiency or otherwise.
PASSED by the Common Council of the City of Carmel, Indiana, this ________ day of 101
_______________________, 2025, by a vote of _____ ayes and _____ nays. 102
103
COMMON COUNCIL FOR THE CITY OF CARMEL 104
105
______________________________ ______________________________ 106
Adam Aasen, President Matthew Snyder, Vice-President 107
108
______________________________ ______________________________ 109
Rich Taylor Anthony Green 110
111
______________________________ ______________________________ 112
Jeff Worrell Teresa Ayers 113
114
______________________________ ______________________________ 115
Shannon Minnaar Ryan Locke 116
117
______________________________ 118
Anita Joshi 119
120
ATTEST: 121
122
123
______________________________ 124
Jacob Quinn, Clerk 125
126
Presented by me to the Mayor of the City of Carmel, Indiana this __________ day of 127
_________________________ 2025, at _________ __.M. 128
129
130
______________________________ 131
Jacob Quinn, Clerk 132
133
Approved by me, Mayor of the City of Carmel, Indiana, this __________ day of 134
________________________ 2025, at _________ __.M. 135
136
137
______________________________ 138
Sue Finkam, Mayor 139
140
ATTEST: 141
142
143
______________________________ 144
Jacob Quinn, Clerk 145
146
147
148
Ordinance D-2769-25 149
Page Three of Three Pages 150
Sponsors: Councilors Aasen, Taylor, Snyder and Ayers 1
ORDINANCE NO. D-2770-25 2
AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA 3
ADOPTING A NEW ARTICLE 6 UNDER CHAPTER 4 OF THE CARMEL CITY CODE 4
Synopsis: 5
An Ordinance adopting requirements that owners of residential rental dwellings register and obtain a 6
permit before letting a residential rental dwelling and; limits the number of authorized residential dwelling 7
permits to ten percent of all homes within any subdivision or the City of Carmel as a whole. 8
9
WHEREAS, the City of Carmel has long been recognized for excellence in many aspects of its 10
planning, development, implementation and service, which has been recognized by various organizations 11
locally, nationally and internationally. The City continues to appear on national, data-driven ‘Best’ lists 12
where cities’ rankings are assigned based on job market, net migration and quality of life numbers; and 13
14
WHEREAS, the City has a vested and continued interest in (1) benefiting the general public by 15
minimizing adverse impacts on established residential neighborhoods in the City and the owners and 16
residents of properties in these neighborhoods resulting from the conversion of residential properties to 17
transient use; (2) ensuring public health, safety and welfare insofar as they are affected by the continued 18
occupancy and maintenance of structures and premises used as a residential rental dwelling; (3) assisting in 19
the elimination of blight and to promote maintenance of homes; and (4) encouraging home ownership in 20
established residential neighborhoods in the City; and 21
22
WHEREAS, the City has seen an increase in single-family homes being purchased and used as 23
rental units within the City and surrounding municipalities; and 24
25
WHEREAS, the City recognizes the need for a rental registration program for residential rental 26
dwellings within the City to provide an efficient and timely system of communication regarding code 27
enforcement, fire and safety, and law enforcement for the health, safety, and welfare of all residents of the 28
City; and 29
30
WHEREAS, the adoption of a rental dwelling registration and permit system advances a legitimate 31
public purpose in order to protect the public health, safety and welfare of the City; and 32
33
WHEREAS, the City is authorized under Ind. Code §36-1-20-1 et seq. and now wishes to adopt 34
requirements regarding registration and permitting of rental housing; 35
36
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF 37
CARMEL, INDIANA, as follows: 38
39
Section 1. The foregoing Recitals are fully incorporated herein by this reference. 40
Section 2. A new Article 6 is established under Chapter 4 of the Carmel City Code, to read as 41
follows: 42
CHAPTER 4 FEES, LICENSES, PERMITS AND FRANCHISES 43
44
ARTICLE 6: RESIDENTIAL RENTAL DWELLING PERMIT AND REGISTRATION PROGARM 45
§ 4-500 PURPOSE AND APPLICABILITY. 46
(A) The Residential Rental Dwelling Permit and Registration Program is hereby established for the 47
following purposes: 48
(1) To benefit the general public by minimizing adverse impacts on established residential 49
neighborhoods in the City and the owners and residents of properties in these neighborhoods 50
resulting from the conversion of residential properties to transient use; 51
(2) To ensure public health, safety and welfare insofar as they are affected by the continued occupancy 52
and maintenance of structures and premises used as a residential rental dwelling; 53
(3) To assist in the elimination of blight and to promote maintenance of homes; and 54
(4) To encourage home ownership in established residential neighborhoods in the City. 55
(B) The Residential Rental Dwelling Permit and Registration Program applies to all residential rental 56
dwellings located within the corporate boundaries of the City of Carmel. 57
§ 5-501 DEFINITIONS. 58
For the purpose of this Article, the following definitions shall apply unless the context clearly indicates or 59
requires a different meaning. Words not defined herein shall have the meanings ascribed to them in the 60
Unified Development Ordinance. 61
EXCLUDED RENTAL DWELLINGS means any one of the following: 62
(1) The rental of a dwelling regulated as a “short term rental” property under Indiana Code §36-63
1-24-1 et seq. or Article 5.74 of the Unified Development Ordinance. 64
(2) The rental of a dwelling where the owner(s) resides in the dwelling and leases to individuals 65
or a family while they are absent from the City of Carmel for a period of time not exceeding six (6) 66
months, and who intends to return to their dwelling at the expiration of the lease period; 67
(3) The rental of a dwelling where the owner(s) who resided in the dwelling has been relocated 68
by their employer in excess of fifty (50) miles from the location in the last year; 69
(4) The rental of the dwelling where the owner or owner(s) who resided in the dwelling are active 70
members of the military and have been deployed; 71
(5) The rental of the dwelling where the owner(s) who resided in the dwelling has experienced a 72
death, divorce, transfer to assisted living or other life situation which has necessitated them to vacate 73
the dwelling in the last year and they would experience an undue hardship if they sold the dwelling; 74
(6) The rental of the dwelling to a legal dependent or immediate family member of the owner(s); 75
(7) The rental of the dwelling where the owner of the dwelling has received the dwelling as an 76
inheritance following the death of the previous owner; 77
(8) The rental of the dwelling while it is offered for sale on the multiple listing service (MLS); 78
and 79
(9) The rental of the dwelling where the owner(s) who resided in the home has, within the last 80
year, listed the dwelling on the multiple listing service (MLS) for an aggregate of at least six (6) 81
months and has been unable to sell the dwelling. 82
IMMEDIATE FAMILY MEMBER. Includes spouse, child, step-child, parent, step-parent, brother, 83
sister, step-siblings, grandparent and grandchildren. 84
LEGACY DWELLINGS. Residential rental dwellings existing within a Subdivision on or prior to 85
the effective date of this Ordinance for which the owner has submitted a complete initial registration and 86
permit application by December 31, 2025. 87
LEGAL DEPENDENT. Natural born or adopted children, spouses, household members covered by 88
conservatorship or guardianship or those other adults claimed on tax returns as legal dependents. 89
LET FOR OCCUPANCY. To permit, provide, or offer possession or occupancy of a single-family 90
home by an owner to a third party pursuant to a written or unwritten lease, agreement or license, or pursuant 91
to an unrecorded contract for sale. 92
OWNER has the meaning set forth in Ind. Code 32-31-3-4. 93
RESIDENTIAL RENTAL DWELLING. A single-family home or townhome that is let for 94
occupancy for compensation by an owner for a period of more than thirty (30) consecutive days. This 95
definition includes Excluded Dwellings (as defined herein), but does not apply to the occupancy of the 96
dwelling by the purchaser under a contract of sale, provided the contract for sale is properly recorded with 97
the Hamilton County Recorder’s Office. 98
RENTAL DWELLING PERMIT. A permit, issued by the Director of Community Services or his 99
or her designee under this chapter, authorizing the owner to let for occupancy a residential rental dwelling. 100
SINGLE-FAMILY HOME. A residential building containing only one (1) Dwelling Unit and not 101
occupied by more than one family. 102
SUBDIVISION. A neighborhood or other similar residential development of ten (10) or more single-103
family homes or townhomes as a plat bearing the same name with different phases, or as a Planned Unit 104
Development, as shown on the Hamilton County, Indiana parcel card/property report under “Subdivision” 105
or “Subdivision Name”. 106
TOWNHOME. One or more single-family homes with a minimal front and rear yards, no side yards, 107
arranged side by side, separated by common walls between living area, each having more than one story. 108
TENANCY AGREEMENT. All agreements, written, oral or implied, and valid rules and regulations 109
embodying the terms and conditions concerning the use and occupancy of a residential rental dwelling. 110
TENANT. Any person entitled to occupy a residential rental dwelling under a tenancy agreement to 111
the exclusion of others. 112
113
§ 4-500 REQUIREMENTS 114
115
No owner shall let for occupancy a residential rental dwelling without first registering the dwelling and 116
obtaining the rental dwelling permit with the Department of Community Services. 117
118
§ 4-501 REGISTRATION 119
120
(A) On or before January 1, 2026, an owner of a residential rental dwelling must register all residential 121
rental dwelling(s). Registration of a residential rental dwelling shall be effected by furnishing the Department 122
of Community Services upon a form supplied by the Department of Community Services, the following 123
information: 124
125
(1) Name(s) of all owner(s); 126
(2) Street address of owner(s); 127
(3) Phone number of owner(s); 128
(4) Email address of owner(s); 129
(5) Name, street address, phone number and email address of agent, if any, authorized to act on 130
behalf of the owner(s) in regard to the residential rental dwelling, including service of process; 131
(6) Verification that a Homestead Property Tax Deduction is not being claimed on the property 132
while in use as a rental dwelling; and 133
(7) Whether the owner or the residential rental dwelling: 134
(a) has been cited for violation of any requirement imposed by the City Code, including this 135
Article; 136
(b) is current on all City of Carmel utility invoices (sanitary sewer, trash, and stormwater); 137
and 138
(c) has been the subject of more than three (3) public safety calls for service in the last 139
twenty-four (24) months. 140
141
(B) By listing a street address of the owner(s) in the residential rental dwelling registration, the owner(s) 142
thereby consents to service of process at that address. 143
(C) Any owner(s) who does not reside in or have their principal place of business in Indiana shall 144
designate and list an in-state agent under subsection (a)(5). 145
(D) The residential rental dwelling registration form shall be signed by the owner. 146
(E) Whenever an owner(s) or agent changes his contact information (mailing address, phone number or 147
email address) it shall be his responsibility to provide the Department of Community Services with an 148
updated residential rental dwelling registration form. All updated registration forms shall be signed by the 149
owner. 150
(F) Whenever ownership of the residential rental dwelling changes and the new owner intends to let the 151
dwelling for occupancy, the new owner shall file a new registration with the Department of Community 152
Services within thirty (30) days of obtaining title to the residential rental dwelling. Each parcel of property 153
on which a residential rental dwelling is located requires a separate registration. 154
(G) All current owners shall submit an initial registration application for any and all existing residential 155
rental dwellings by December 31, 2025. Thereafter, any owner shall have thirty days (30) days to register 156
that residential rental dwelling after obtaining ownership. 157
158
§ 4-502 HOME RENTAL DWELLING PERMITS 159
(A) The Department of Community Services shall treat a residential rental dwelling registration form as 160
an application for a residential rental dwelling permit. The Department of Community Services shall issue a 161
residential rental dwelling permit to the residential rental dwelling’s owner(s) if and only if all of the 162
following criteria are satisfied: 163
164
(1) The residential rental dwelling registration form contains all of the information required by 165
§4-501. 166
(2) The owner of the residential rental dwelling: 167
(a) has not been cited for violation of any requirement imposed by Chapter 6 or Chapter 10 168
of the City Code; 169
(b) is current on all City utility invoices (sanitary sewer, trash, and stormwater); and 170
(c) has not been the subject of more than three (3) public safety calls for service in the last 171
twenty-four (24) months. 172
173
If the owner or property has been found in violation of (A)(2)(a)-(c), the Director of Community 174
Services may determine in his or her discretion that the public interest nevertheless supports issuing a 175
residential rental dwelling permit. 176
177
(3) At the time the residential rental dwelling permit would be issued, less than ten percent 178
(10%) of the single-family homes and townhomes in either (1) the Subdivision or (2) the City of 179
Carmel are registered and permitted as residential rental dwellings. This subdivision shall not apply 180
to Legacy Dwellings defined in this Article but shall apply to any residential rental dwelling 181
registered after December 31, 2025. 182
183
(B) Notwithstanding the limitations contained under subsection (A)(3), Excluded Dwellings shall be 184
entitled to a permit if the criteria under subsections (A)(1) and (2) are met, but shall count toward the 10% 185
limits established for residential rental dwellings herein. 186
(C) A rental dwelling permit shall not expire until the ownership of a residential rental dwelling changes. 187
If the ownership of the residential rental dwelling changes, the new owner must apply for a new residential 188
rental dwelling permit. Where a dwelling is owned by more than one owner with rights of survivorship, a 189
new application need not be filed upon the death of one of the owners. 190
(D) Residential rental dwelling permits may not be sold, transferred, or otherwise alienated. 191
(E) The Department of Community Services shall not charge a fee to obtain a residential rental dwelling 192
permit. 193
(F) A denial of residential rental dwelling permit may be appealed under §4-504. 194
195
§4-503 REVOCATION OF A RENTAL DWELLING PERMIT 196
197
(A) A residential rental dwelling permit may be subject to revocation under the following circumstances: 198
199
1) Failure to correct violations within the time specified in a Notice of Violation issued pursuant to 200
this chapter; 201
2) Any other violation of Chapter 6 or Chapter 10 of the City Code; 202
3) Continued delinquency of City utility bills; or 203
4) Any specific provisions of the city ordinances that place undue burden on public safety 204
resources. 205
(B) If the Director of Community Services finds that the permit should be revoked, the Director shall give 206
the owner written notice by certified mail, return receipt requested, that the Director intends to proceed 207
to revoke the permit unless the owner requests a hearing by a City Hearing Officer. Such request shall 208
be made in writing and filed in the office of the City Clerk within 15 days from the day that the owner 209
receives the notice of the proposed action. The notice shall contain a statement of the facts upon which 210
the Director has acted. If an owner fails to request a hearing, the Director shall proceed to revoke the 211
permit. The written determination by the Director to revoke the permit shall be filed in the office of 212
the City Clerk and sent by certified mail, return receipt requested, to the owner. 213
(C) When a hearing is requested pursuant to division (B) above, the hearing shall be held In accordance 214
with the provisions in the IHO Ordinance, ROA 1994, Chapter 2, Article 7, Part 8. 215
(D) Any person whose permit has been revoked shall not be permitted to apply for another permit for one 216
year after the filing of the written statement revoking the permit. 217
§ 4-504 PENALTIES AND REMEDIES 218
(A) Violations of this Article are subject to the following civil fines and penalties, beginning January 219
1, 2026: 220
(1) An owner who fails to register a residential rental dwelling commits a civil violation and shall 221
be punished by a fine in the amount of $500. 222
(2) An owner who lets a residential rental dwelling without a permit shall be punished by an initial 223
fine of $2,500. If the owner has not obtained a permit or otherwise complied with this Article 224
within thirty (30) days after receiving a Notice of Violation under subsection (E), the owner shall 225
be fined $100 per day for each day the residential rental dwelling is let without a permit. 226
(B) The failure to comply with any of the requirements under this Article constitutes a violation of this 227
Article. Any residential rental dwelling let for occupancy in violation of this Article is hereby declared to be 228
a common nuisance and as such may be abated in such manner as nuisances are now or may hereafter be 229
abated under existing law. 230
(C) A violation continues to exist until corrected and verified by the Director of the Department 231
Community Services. Correction includes, but is not limited to any or a combination of: 232
(1) Cessation of an unlawful practice; 233
(2) Remediation of a violation; 234
(3) Payment of fees or fines; 235
(4) Vacancy of a residential rental dwelling; and 236
(5) Other remedy acceptable to the City. 237
(D) The Director of the Department of Community Services may issue a Notice of Violation to any 238
owner who commits a civil violation under this Chapter. The Notice of Violation may be served by personal 239
service, by certified mail or by placement in a conspicuous place on the residential rental dwelling. 240
(E) The Notice of Violation shall serve as notice to the owner that the owner has committed a civil 241
violation and shall include: 242
(1) The date of issuance; 243
(2) The name of the owner charged and the address of the residential rental dwelling with respect 244
to which the violation occurred; 245
(3) The civil monetary fine the City will impose for the violation and where the fine may be 246
paid; 247
(4) The remedy or combination of remedies imposed and the date on which the owner shall 248
complete the remedial action; 249
(5) Contact information for the Department of Community Services; and 250
(6) How to appeal the Notice of Violation. 251
(F) A Notice of Violation or a denial of a permit may be appealed to the City of Carmel City Court 252
within ten (10) days of receipt of the Notice of Violation or denial of home rental unit. 253
(G) If the owner does not timely file an appeal, complete corrective action, or pay the fine by the date 254
set forth in the Notice of Violation, the Director of Community Services shall send the Notice of Violation 255
and all supporting documentation to the City Legal Department. The head of the City Legal Department shall 256
in the name of the City of Carmel bring an enforcement action in the Carmel City Court or in the Circuit or 257
Superior Courts of Hamilton County, for civil monetary fines and penalties and/or mandatory and injunctive 258
relief in the enforcement of and to secure compliance with this Article. Any such action may be joined with 259
an action to enforce any other ordinance. 260
(H) An owner found to be in violation may be enjoined from letting the dwelling for occupancy and is 261
further liable for all civil monetary fines, court costs, and fees. No costs may be assessed against the City in 262
any such action. 263
(I) Seeking civil penalties as authorized in this section does not preclude the City from seeking 264
alternative relief from the Court in the same action or any other remedy in a separate action. The remedies 265
provided for in this title shall be cumulative, and not exclusive, and shall be in addition to any other remedies 266
available in law or equity. 267
(J) If an owner fails to pay the civil monetary penalty or violates the terms of any other order 268
§ 4-505 REGISTRATION FUND 269
270
There is hereby established a Rental Registration Fund as a non-reverting fund, as may be 271
designated by the Council, within the City to receive any and all sums collected pursuant to this Ordinance. 272
The controller shall deposit in this fund all fines assessed and collected pertaining exclusively to this 273
Ordinance. This fund shall be dedicated solely to reimbursing the costs actually incurred relating to the 274
Residential Rental Dwelling Permit and Registration Program. 275
276
Section 3. All prior ordinances or parts thereof inconsistent with any provision of this 277
Ordinance are hereby repealed, to the extent of such inconsistency only, as of the effective date of this 278
Ordinance, such repeal to have prospective effect only. 279
Section 4. If any portion of this Ordinance is for any reason declared to be invalid by a court 280
of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this 281
Ordinance 282
Section 5. This Ordinance shall be in full force and effect from and after the date of its passage 283
and signing by the Mayor and such publication as required by law. 284
285
[Signature Page Follows] 286
287
PASSED by the Common Council of the City of Carmel, this ______ day of 288
__________________, 2025, by a vote of ______ ayes and _____ nays. 289
COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA 290
291
___________________________________ ____________________________________ 292
Adam Aasen, President Matthew Snyder, Vice-President 293
294
___________________________________ ____________________________________ 295
Teresa Ayers Anita Joshi 296
297
___________________________________ ____________________________________ 298
Ryan Locke Shannon Minnaar 299
300
___________________________________ ___________________________________ 301
Anthony Green Rich Taylor 302
303
___________________________________ 304
Jeff Worrell 305
306
307
ATTEST: 308
309
__________________________________ 310
Jacob Quinn, Clerk 311
312
Presented by me to the Mayor of the City of Carmel, Indiana this _____ day of 313
_________________________ 2025, at _______ __.M. 314
315
____________________________________ 316
Jacob Quinn, Clerk 317
318
Approved by me, Mayor of the City of Carmel, Indiana, this ______ day of 319
________________________ 2025, at _______ __.M. 320
321
_________________________________ 322
Sue Finkam, Mayor 323
324
ATTEST: 325
326
___________________________________ 327
Jacob Quinn, Clerk 328
329
330
Prepared by: Ted Nolting 331
Kroger Gardis & Regas LLP 332
111 Monument Circle, Suite 900 333
Indianapolis, IN 46204 334
335
Sponsor: Councilor Aasen 1
ORDINANCE D-2771-25 2
AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY 3
OF CARMEL, INDIANA, AUTHORIZING THE ISSUANCE OF 4
ECONOMIC DEVELOPMENT TAX INCREMENT REVENUE 5
BONDS TO SUPPORT THE NORTH END PHASE II PROJECT, 6
AND AUTHORIZING AND APPROVING OTHER ACTIONS IN 7
RESPECT THERETO 8
Synopsis: 9
Ordinance authorizes the issuance of developer TIF bonds by the City of Carmel, Indiana, 10
to finance certain improvements to support the development of the North End Phase II Project 11
WHEREAS, the City of Carmel, Indiana (the “City”), is a municipal corporation and 12
political subdivision of the State of Indiana and by virtue of I.C. 36-7-11.9 and I.C. 36-7-12 13
(collectively, the “Act”), is authorized and empowered to adopt this ordinance (this “Bond 14
Ordinance”) and to carry out its provisions; 15
WHEREAS, Old Town Companies, L.L.C. or any affiliate thereof (the “Company”), 16
desires to finance the design and construction of certain improvements described in Exhibit A 17
hereto which are, or will be, located in the Old Town Economic Development Area (collectively, 18
the “Projects”); 19
WHEREAS, the Company has advised the City of Carmel Economic Development 20
Commission (the “Commission”) and the City that it proposes that the City issue its taxable or tax-21
exempt Economic Development Tax Increment Revenue Bonds, Series 20__ (North End Phase II 22
Project), in one or more series (with such different or additional series designation determined to 23
be necessary or appropriate), in an aggregate principal amount not to exceed Eight Million Dollars 24
($8,000,000) (the “Bonds”), under the Act and provide the proceeds of such Bonds to the Company 25
for the purpose of financing the Projects; 26
WHEREAS, the completion of the Projects results in the diversification of industry, the 27
creation of jobs and the creation of business opportunities in the City; 28
WHEREAS, pursuant to I.C. § 36-7-12-24, the Commission published notice of a public 29
hearing (the “Public Hearing”) on the proposed issuance of the Bonds to finance the Projects; 30
WHEREAS, on the date specified in the notice of the Public Hearing, the Commission held 31
the Public Hearing on the Projects; and 32
WHEREAS, the Commission has performed all actions required of it by the Act 33
preliminary to the adoption of this Bond Ordinance and has approved and forwarded to the 34
Common Council the forms of: (1) a Financing Agreement between the City and the Company 35
(the “Financing Agreement”); (2) a Trust Indenture between a trustee to be selected by the 36
Controller of the City (the “Trustee”) and the City (the “Indenture”); (3) the Bonds; and (4) this 37
2
Bond Ordinance (the Financing Agreement, the Indenture, the Bonds, and this Bond Ordinance, 38
collectively, the “Financing Agreements”); 39
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE 40
CITY OF CARMEL, INDIANA, THAT: 41
Section 1. Findings; Public Benefits. The Common Council hereby finds and 42
determines that the Projects involve the acquisition, construction and equipping of an 43
“economic development facility” as that phrase is used in the Act; that the Projects will 44
increase employment opportunities and increase diversification of economic development 45
in the City, will improve and promote the economic stability, development and welfare in 46
the City, will encourage and promote the expansion of industry, trade and commerce in the 47
City and the location of other new industries in the City; that the public benefits to be 48
accomplished by this Bond Ordinance, in tending to overcome insufficient employment 49
opportunities and insufficient diversification of industry, are greater than the cost of public 50
services (as that phrase is used in the Act) which will be required by the Projects; and, 51
therefore, that the financing of the Projects by the issue of the Bonds under the Act: (i) will 52
be of benefit to the health and general welfare of the City; and (ii) complies with the Act. 53
Section 2. Approval of Financing. The proposed financing of the Projects by 54
the issuance of the Bonds under the Act, in the form that such financing was approved by 55
the Commission, is hereby approved. 56
Section 3. Authorization of the Bonds. The issuance of the Bonds, payable 57
solely from revenues and receipts derived from the Financing Agreements, is hereby 58
authorized. 59
Section 4. Terms of the Bonds. (a) The Bonds, in the aggregate principal 60
amount not to exceed Eight Million Dollars ($8,000,000), shall (i) be executed at or prior 61
to the closing date by the manual or facsimile signatures of the Mayor and the Clerk of the 62
City; (ii) be dated as of the date of their delivery; (iii) for each series of the Bonds, mature 63
on a date not later than twenty-five years after the date of issuance of such series of Bonds; 64
(iv) bear interest at such rates as determined with the purchaser thereof (the “Purchaser”) 65
in an amount not to exceed eight and one-half percent (8.5%), with such interest payable 66
as provided in the Financing Agreements, and which interest may be taxable or tax-exempt, 67
as determined by the Mayor and the Controller of the City, with the advice of the City’s 68
bond counsel, prior to the issuance of the Bonds; (v) be issuable in such denominations as 69
set forth in the Financing Agreements; (vi) be issuable only in fully registered form; (vii) 70
be subject to registration on the bond register as provided in the Indenture; (viii) be payable 71
in lawful money of the United States of America; (ix) be payable at an office of the Trustee 72
as provided in the Indenture; (x) be subject to optional redemption prior to maturity and 73
subject to redemption as otherwise provided in the Financing Agreements, prior to the 74
issuance of the Bonds; (xi) be issued in one or more series; and (xii) contain such other 75
terms and provisions as may be provided in the Financing Agreements. 76
(b) The Bonds and the interest thereon do not and shall never constitute an 77
indebtedness of, or a charge against the general credit or taxing power of, the City, but shall 78
3
be special and limited obligations of the City, payable solely from revenues and other 79
amounts derived from the Financing Agreements. Forms of the Financing Agreements are 80
before this meeting and are by this reference incorporated in this Bond Ordinance, and the 81
Clerk of the City is hereby directed, in the name and on behalf of the City, to insert them 82
into the minutes of the Common Council and to keep them on file. 83
Section 5. Sale of the Bonds. The Mayor is hereby authorized and directed, in 84
the name and on behalf of the City, to sell the Bonds to the Purchaser at such prices as are 85
determined on the date of sale and approved by the Mayor of the City. 86
Section 6. Execution and Delivery of Financing Agreements. The Mayor and 87
the Clerk of the City are hereby authorized and directed, in the name and on behalf of the 88
City, to execute or endorse and deliver the Financing Agreement, the Indenture, and the 89
Bonds, submitted to the Common Council, which are hereby approved in all respects. 90
Section 7. Changes in Financing Agreements. The Mayor and the Clerk of the 91
City are hereby authorized, in the name and on behalf of the City, without further approval 92
of the Common Council or the Commission, to approve such changes in the Financing 93
Agreements as may be permitted by Act, such approval to be conclusively evidenced by 94
their execution thereof. In particular, at the request of the Company, the Mayor, the Clerk 95
and any other officer of the City are hereby authorized and directed, in the name and on 96
behalf of the City, to execute, attest and deliver a Financing and Loan Agreement or a Loan 97
Agreement with the Company (in lieu of the Financing Agreement), in such form as such 98
officers shall approve, such approval to be conclusively evidenced by their execution 99
thereof. 100
Section 8. Reimbursement from Bond Proceeds. The City hereby declares its 101
intent to issue the Bonds for the purpose of financing the costs of the Projects, which Bonds 102
will not exceed $8,000,000, and pursuant to Treas. Reg. §1.150-2 and IC 5-1-14-6(c), to 103
reimburse costs of the Projects (including costs of issuing the Bonds) from proceeds of the 104
sale of such Bonds. 105
Section 9. General. The Mayor and any other officer of the City, and each of 106
them, are hereby authorized and directed, in the name and on behalf of the City, to execute 107
or endorse any and all agreements, documents and instruments, perform any and all acts, 108
approve any and all matters, and do any and all other things deemed by them, or either of 109
them, to be necessary or desirable in order to carry out and comply with the intent, 110
conditions and purposes of this Bond Ordinance (including the preambles hereto and the 111
documents mentioned herein), the Projects, the issuance and sale of the Bonds, and the 112
securing of the Bonds under the Financing Agreements, and any such execution, 113
endorsement, performance or doing of other things heretofore effected be, and hereby is, 114
ratified and approved. 115
Section 10. Binding Effect. The provisions of this Bond Ordinance and the 116
Financing Agreements shall constitute a binding contract between the City and the holders 117
of the Bonds, and after issuance of the Bonds this Bond Ordinance shall not be repealed or 118
4
amended in any respect which would adversely affect the rights of the holders of the Bonds 119
as long as the Bonds or interest thereon remains unpaid. 120
Section 11. Repeal. All ordinances or parts of ordinances in conflict herewith 121
are hereby repealed. 122
Section 12. Effective Date. This Bond Ordinance shall be in full force and effect 123
immediately upon adoption and compliance with I.C. § 36-4-6-14. 124
Section 13. Copies of Financing Agreements on File. Two copies of the 125
Financing Agreements incorporated into this Bond Ordinance were duly filed in the office 126
of the Clerk of the City, and are available for public inspection in accordance with I.C. § 127
36-1-5-4. 128
PASSED by the Common Council of the City of Carmel, this _____ day of 129
_____________, 2025, by a vote of ______ ayes and _____ nays. 130
131
COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA 132
133
Adam Asen, President
Matthew Snyder, Vice-President
Rich Taylor
Anthony Green
Jeff Worrell
Teresa Ayers
Shannon Minnaar
Ryan Locke
Anita Joshi
ATTEST:
Jacob Quinn, Clerk
134
5
Presented by me to the Mayor of the City of Carmel, Indiana, this ____ day of 135
______________, 2025, at _____ __.M. 136
Jacob Quinn, Clerk
Approved by me, Mayor of the City of Carmel, Indiana, this ______ day of 137
_______________, 2025, at _____ ___.M. 138
Sue Finkam, Mayor
ATTEST:
Jacob Quinn, Clerk
139
Prepared by: Bradley J. Bingham 140
Barnes & Thornburg LLP 141
11 South Meridian Street 142
Indianapolis, IN 46204 143
EXHIBIT A
DESCRIPTION OF THE PROJECTS
All or any portion of the design and construction of infrastructure and site improvements,
including, but not limited to, storm water improvements, utilities relocation, road improvements
and/or structured parking costs, which will be located in, serving or benefitting the Old Town
Economic Development Area and will support the development of a proposed mixed-use project
consisting of parking and residential uses to be undertaken by Old Town Companies, L.L.C. or
any affiliate thereof.
DMS 47202606.2
Draft of 4/25/25
FINANCING AND LOAN AGREEMENT
Between
[OLD TOWN COMPANIES, L.L.C./ NORTH END APARTMENTS LLC]
and
CITY OF CARMEL, INDIANA
Dated as of __________ 1, 20__
Related to the
City of Carmel, Indiana
Economic Development Tax Increment Revenue Bonds, Series 20__
(North End Phase II Project – Federally Taxable)
Certain of the rights of the Issuer hereunder have been assigned to ______________ as trustee
under a certain Trust Indenture, dated as of the date hereof, from the Issuer.
i
TABLE OF CONTENTS
ARTICLE I DEFINITIONS AND EXHIBITS ............................................................................ 3
Section 1.1. Terms Defined .................................................................................................. 3
Section 1.2. Rules of Interpretation ...................................................................................... 5
ARTICLE II REPRESENTATIONS; LOAN OF BOND PROCEEDS .................................... 7
Section 2.1. Representations by Issuer ................................................................................. 7
Section 2.2. Representations by Borrower ............................................................................ 7
ARTICLE III PARTICULAR COVENANTS OF THE ISSUER AND COMPANY ............ 10
Section 3.1. Consent to Assignments to Trustee................................................................. 10
Section 3.2. Payment of Principal and Interest; Payment of Pledged TIF Revenues ......... 10
Section 3.3. Maintenance of Existence ............................................................................... 10
Section 3.4. Event of Default; Notice; Termination ........................................................... 11
Section 3.5. Indemnity ........................................................................................................ 11
Section 3.6. Payment of Bond Issuance Costs of Bonds, Other Fees and Expenses .......... 12
Section 3.7. Completion and Use of Facilities .................................................................... 12
Section 3.8. Other Amounts Payable by the Borrower ....................................................... 13
ARTICLE IV EVENTS OF DEFAULT AND REMEDIES THEREFOR .............................. 14
Section 4.1. Events of Default ............................................................................................ 14
Section 4.2. Remedies Cumulative ..................................................................................... 15
Section 4.3. Delay or Omission Not a Waiver .................................................................... 15
ARTICLE V IMMUNITY ........................................................................................................... 16
Section 5.1. Extent of Covenants of Issuer; No Personal Liability .................................... 16
Section 5.2. Liability of Issuer ............................................................................................ 16
ii
ARTICLE VI AMENDMENTS TO THIS FINANCING AGREEMENT .............................. 17
Section 6.1. Amendments to this Financing Agreement ..................................................... 17
ARTICLE VII MISCELLANEOUS PROVISIONS ................................................................. 18
Section 7.1. Financing Agreement for Benefit of Parties Hereto ....................................... 18
Section 7.2. Severability ..................................................................................................... 18
Section 7.3. Addresses for Notice and Demands ................................................................ 18
Section 7.4. Successors and Assigns................................................................................... 19
Section 7.5. Counterparts .................................................................................................... 19
Section 7.6. Governing Law ............................................................................................... 19
FINANCING AND LOAN AGREEMENT
This FINANCING AND LOAN AGREEMENT, dated as of __________ 1, 20__ (the
“Financing Agreement”), between [OLD TOWN COMPANIES, L.L.C./ NORTH END
APARTMENTS LLC], an Indiana limited liability company (the “Borrower”), and the CITY OF
CARMEL, INDIANA (the “Issuer” or “City”), a municipal corporation duly organized and
validly existing under the laws of the State of Indiana (the “State”).
PRELIMINARY STATEMENT
WHEREAS, the City of Carmel Redevelopment Commission (the “Redevelopment
Commission”) has established the Old Town Economic Development Area and, within such
area, the [Smokey & Monon Phase II Allocation Area] (the “Allocation Area”) located in the
City of Carmel, Indiana; and
WHEREAS, Indiana Code, Title 36, Article 7, Chapters 11.9 and 12, as supplemented
and amended (collectively, the “Act”), authorizes and empowers the Issuer to issue revenue
bonds and enter into agreements with companies to allow companies to construct economic
development facilities and vests the Issuer with powers that may be necessary to enable it to
accomplish such purposes; and
WHEREAS, after giving notice in accordance with the Act and Indiana Code 5-3-1, the
City of Carmel Economic Development Commission held a public hearing and the Issuer, upon
finding that the Phase II Project (as hereinafter defined) and the proposed financing of the
construction thereof will create additional employment opportunities in the City; will benefit the
health, safety, morals, and general welfare of the citizens of the City and the State; and will
comply with the purposes and provisions of the Act, adopted an ordinance approving the
proposed financing; and
WHEREAS, in order to support the development of the Phase II Project, the Issuer
intends to issue its Economic Development Tax Increment Revenue Bonds, Series 20__ (North
End Phase II Project – Federally Taxable), in the aggregate principal amount of
$_____________ (the “Series 20__ Bonds”), pursuant to the Trust Indenture related to the Series
20__ Bonds, dated as of __________ 1, 20__, between the Issuer and ______________, as
trustee (the “Indenture”), and intends to provide the proceeds of the Series 20__ Bonds pursuant
to the provisions of this Financing Agreement and the Project Agreement (as defined herein) to
the Borrower to finance the Phase II Project; and
WHEREAS, this Financing Agreement provides for the use of the financing by the
Borrower through the issuance of the Series 20__ Bonds by the Issuer; and
WHEREAS, pursuant to the Indenture, the Issuer will assign certain of its rights under
this Financing Agreement to the Trustee as security for the Series 20__ Bonds;
WHEREAS, the Series 20__ Bonds issued under the Indenture will be payable solely
from (i) the Pledged TIF Revenues (as defined herein), which have been or will be pledged by
the Redevelopment Commission to secure the repayment of the Series 20__ Bonds, (ii) the
Taxpayer Direct Payments made by the Borrower under the Taxpayer Agreement (each as
2
hereinafter defined), and (iii) to the extent the foregoing sources are insufficient, from the
repayment of the loan made hereunder; and
In consideration of the premises, the representations, warranties and commitments given
by the Borrower to the Issuer, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the Borrower and the Issuer hereby further covenant and agree as follows:
(End of Recitals)
3
ARTICLE I
DEFINITIONS AND EXHIBITS
Section 1.1. Terms Defined. Capitalized terms used in this Financing Agreement that are
not otherwise defined herein, shall have the meanings provided for such terms in the Indenture.
As used in this Financing Agreement, the following terms shall have the following meanings
unless the context clearly otherwise requires:
“Act” means, collectively, Indiana Code 36-7-11.9 and 36-7-12.
“Affiliate” means an entity which directly or indirectly controls, is controlled by or is
under common control with, the Borrower. For purposes of this provision, “control” (including
the terms “controls”, “controlled by” and “under common control with”) means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of
an entity, whether through the ownership of voting securities, by contract, or other.
“Allocation Area” means the [Smokey & Monon Phase II Allocation Area] established as
an allocation area by the Redevelopment Commission, all in accordance with Indiana Code § 36-
7-14-39 for the purposes of capturing the TIF Revenues.
“Allocation Fund” means the [Smokey & Monon Phase II Allocation Fund] established
under Indiana Code § 36-7-14-39 with respect to the TIF Revenues.
“Annual Fees” means annual Trustee Fees and any other ongoing fees relating to
payment of debt service on the Series 20__ Bonds.
“Bond Fund” means the North End Phase II Project, Series 20__ Bond Fund established
by Section 4.2 of the Indenture.
“Bondholder” or “owner of a Bond” or any similar term means the owner of a Series
20__ Bond.
“Bond Issuance Costs” shall have the meaning assigned thereto in the Indenture.
“Borrower” means [Old Town Companies, L.L.C./ North End Apartments LLC], together
with its successors and assigns under Sections 3.2 and 7.4 hereof.
“Borrower Parties” means, with respect to the Phase II Project or any portion thereof or
this Financing Agreement: (a)(i) the Affiliates, (ii) developers working under contract with the
Borrower or any Affiliate, (iii) joint owners of the Phase II Project or any portion thereof, (iv)
joint (or other) venturers with the Borrower or any Affiliate, (v) lessees of property in the
Allocation Area from the Borrower or any Affiliate, (vi) lessors of property in the Allocation
Area to the Borrower or any Affiliate, and (vii) trusts (business or other) established with or for
the benefit of the Borrower or any Affiliate or the Phase II Project or any portion thereof, and (b)
their successors and assigns.
4
“Capitalized Interest Account” means the Capitalized Interest Account of the
Construction Fund established in Section 4.4 of the Indenture for the purpose of paying interest
on the Series 20__ Bonds through and including February 1, 2028.
“Construction Account” means the Construction Account of the Construction Fund for
the Series 20__ Bonds established in Section 4.4 of the Indenture for the purpose of paying or
reimbursing Project Costs.
“Construction Fund” means the Construction Fund for the Series 20__ Bonds established
in Section 4.4 of the Indenture.
“Disbursement” means the transfer of all or any portion of Net Proceeds by the Trustee to
the Borrower to pay, or reimburse the Borrower for the prior payment of, Project Costs approved
by the City.
“Disbursement Request” shall mean a request from the Borrower for a disbursement of
proceeds of the Series 20__ Bonds from the Construction Account.
“District” means the Redevelopment District of the Issuer.
“Facilities” means all or a portion of the Phase II Project financed with Net Proceeds,
together with all investment earnings thereon.
“Indenture” means the Trust Indenture related to the Series 20__ Bonds, dated as of
__________ 1, 20__ between the Issuer and ______________, as trustee.
“Issuer” means the City of Carmel, Indiana, a municipal corporation duly organized and
validly existing under the laws of the State.
“Loan Payments” means the payments to be made by the Borrower pursuant to Section
3.2 herein.
“Net Proceeds” means the proceeds of the Series 20__ Bonds, less Bond Issuance Costs.
“Ordinance” means [D-2771-25], adopted by the Common Council of the Issuer on
October 3, 2022, authorizing the issuance of the Series 20__ Bonds.
“Phase II Project” means all or a portion of the Phase II Project, as defined in the Project
Agreement.
“Plans and Specifications” means the plans and specifications for the Phase II Project as
provided to the Issuer.
“Pledge Resolution” means Resolution No. ______ adopted by the Redevelopment
Commission on _______ __, 20__, irrevocably dedicating, pledging and assigning to the Issuer
the Pledged TIF Revenues to pay debt service on the Series 20__ Bonds.
5
“Pledged TIF Revenues” means ninety percent (90%) of the TIF Revenues, for any given
year, received by the Redevelopment Commission, deposited into the Allocation Fund and
pledged and assigned to the Issuer in accordance with the terms of the Pledge Resolution. For
the avoidance of doubt, the term “Pledged TIF Revenues” used herein shall have the same
meaning as “Developer Increment Share” with respect to the “Phase II Project” as such terms are
defined and used in the Project Agreement.
“Project Agreement” means the Project Agreement (North End), dated July 8, 2021, as
amended by the First Amendment to Project Agreement, dated as of ________ __, 20__, each of
which is by and between the Redevelopment Commission and North End Apartments LLC.
“Project Costs” shall have the meaning assigned thereto in the Project Agreement.
“Purchaser” shall mean ________________, as purchaser of the Series 20__ Bonds.
“Redevelopment Commission” means the City of Carmel Redevelopment Commission.
“Series 20__ Bonds” means the City of Carmel, Indiana, Economic Development Tax
Increment Revenue Bonds, Series 20__ (North End Phase II Project – Federally Taxable), dated
__________ __, 20__, issued pursuant to the Indenture in the original aggregate principal
amount of $_____________.
“State” means the State of Indiana.
“Surplus Fund” means the Surplus Fund established by Section 4.3 of the Indenture.
“Taxpayer Agreement” means the Taxpayer Agreement related to the Series 20__ Bonds,
dated as of _________ __, 20__, among the Borrower, the Redevelopment Commission and the
Issuer.
“Taxpayer Direct Payments” means amounts required to be paid by the Borrower to the
Redevelopment Commission pursuant to the terms of the Taxpayer Agreement. For the
avoidance of doubt, the Taxpayer Direct Payments solely secure repayment of the Series 20__
Bonds.
“TIF Revenues” means one hundred percent (100%) of all property taxes derived each
year from the assessed valuation of real property in the Allocation Area as of each January 1 in
excess of the base assessed valuation for the Allocation Area described in IC 36-7-14-39(b)(1),
as such statutory provision exists on the date of execution of this Indenture, multiplied by the
current property tax rate (per $100 of net assessed value), and deposited into the Allocation
Fund.
“Trustee” means the trustee at the time serving as such under the Indenture.
Section 1.2. Rules of Interpretation. For all purposes of this Financing Agreement,
except as otherwise expressly provided, or unless the context otherwise requires:
6
(a) “This Financing Agreement” means this instrument as originally executed and as
it may from time to time be supplemented or amended pursuant to the applicable provisions
hereof.
(b) All references in this instrument to designated “Articles,” “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as
originally executed. The words “herein,” “hereof” and “hereunder” and other words of similar
import refer to this Financing Agreement as a whole and not to any particular Article, Section or
other subdivision.
(c) The terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular and the singular as well as the plural.
(d) All accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles as consistently applied.
(e) Any terms not defined herein but defined in the Indenture shall have the same
meaning herein.
(f) The terms defined elsewhere in this Financing Agreement shall have the
meanings therein prescribed for them.
(g) The word “including” and any variation thereof means “including, without
limitation” and must not be construed to limit any general statement that it follows to the specific
or similar items or matters immediately following it.
(h) Where a term is defined, another part of speech or grammatical form of that term
shall have a corresponding meaning.
(End of Article I)
7
ARTICLE II
REPRESENTATIONS; LOAN OF BOND PROCEEDS
Section 2.1. Representations by Issuer. The Issuer represents and warrants that:
(a) The Issuer is a municipal corporation organized and existing under the laws of the
State. Under the provisions of the Act, Issuer is authorized to enter into the transactions
contemplated by this Financing Agreement and to carry out its obligations hereunder. Issuer has
been duly authorized to execute and deliver this Financing Agreement. Issuer agrees that it will
do or cause to be done all things within its control and necessary to preserve and keep in full
force and effect its existence.
(b) The Issuer shall issue its Series 20__ Bonds in the aggregate principal amount of
$_____________, the entirety of which will be loaned to the Borrower to pay, or to reimburse
the Borrower for prior payment of, Project Costs, as approved by the Issuer in order to create and
retain employment opportunities in the City and to benefit the health and general welfare of the
citizens of the City and the State. From such loan amount, the Borrower agrees that (i)
$______________ shall be deposited into the Bond Issuance Expense Account (as defined under
the Indenture) and applied to pay Bond Issuance Costs, (ii) $__________ shall be deposited into
the Capitalized Interest Account and used to pay Capitalized Interest Costs (as defined in the
Indenture) through and including _______ 1, 20__, and (iii) $__________ shall be deposited into
the Construction Account and be available to pay, or to reimburse the Borrower for prior
payment of, Project Costs, as approved by the Issuer.
(c) The Issuer represents and warrants that the Pledge Resolution has been validly
adopted by the Redevelopment Commission, and constitutes the valid and binding obligation of
the Redevelopment Commission, enforceable against the Redevelopment Commission in
accordance with its terms.
(d) The Issuer represents and warrants that this Financing Agreement has been duly
authorized, executed and delivered, and constitutes the valid and binding obligation of the Issuer,
enforceable against the Issuer in accordance with its terms.
(e) Based upon information provided by the Borrower to the Issuer, the Issuer has
found and determined that the Phase II Project qualifies as an “economic development facility”
under the Act.
Section 2.2. Representations by Borrower. The Borrower represents and warrants that:
(a) It is an Indiana limited liability company, duly organized and validly existing
under the laws of the State of Indiana and authorized to transact business in the State, is not in
violation of any laws in any manner material to its ability to perform its obligations under this
Financing Agreement, has full power to enter into and by proper action has duly authorized the
execution and delivery of this Financing Agreement.
8
(b) The Phase II Project is of the type authorized and permitted by the Act. The
Borrower assents to the deposit and disposition of the proceeds of the Series 20__ Bonds in the
manner specified in the Indenture.
(c) The provision of financial assistance to be made available to it under this
Financing Agreement and the Project Agreement from the proceeds of the Series 20__ Bonds,
and the commitments therefor made by the Issuer, have induced the Borrower to undertake the
Phase II Project and such Phase II Project will preserve, create and/or retain jobs and
employment opportunities within the boundaries of the City. Further, the Borrower intends to
operate the Phase II Project, as an economic development facility under the Act, until the
expiration or earlier termination of this Financing Agreement as provided herein.
(d) Neither the execution and delivery of this Financing Agreement, the
consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with
the terms and conditions of this Financing Agreement, conflicts with or results in a breach of the
terms, conditions or provisions of the Borrower’s Operating Agreement or other organizational
document, as the case may be, or any restriction or any agreement or instrument to which the
Borrower is now a party or by which it is bound or to which any of its property or assets is
subject or (except in such manner as will not materially impair the ability of the Borrower to
perform its obligations hereunder) of any statute, order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Borrower or its property, or
constitutes a default under any of the foregoing, or results in the creation or imposition of any
lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower
under the terms of any instrument or agreement, except as may be set forth in this Financing
Agreement and the Indenture.
(e) There are no actions, suits or proceedings pending, or, to the knowledge of the
Borrower, threatened, before any court, administrative agency or arbitrator which, individually
or in the aggregate, might result in any material adverse change in the financial condition of the
Borrower or might impair the ability of the Borrower to perform its obligations under the Project
Agreement or this Financing Agreement.
(f) The execution and delivery by the Borrower of the Project Agreement or this
Financing Agreement does not require the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action in respect of, any federal, state or other
governmental authority or agency, not previously obtained or performed.
(g) This Financing Agreement has been duly executed and delivered by the Borrower
and constitutes the legal, valid and binding agreement of the Borrower, enforceable against the
Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency or
other similar laws affecting the enforcement of creditors’ rights in general. The enforceability of
this Financing Agreement is subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).
(h) No event has occurred and is continuing which with the lapse of time or the
giving of notice would constitute an event of default by the Borrower under the Project
Agreement or this Financing Agreement.
9
(i) The Borrower reaffirms its representations and covenants made in the Project
Agreement.
(j) The Borrower represents that it shall comply with the reporting and compliance
requirements of the City for the purpose of verifying the Borrower’s compliance with the
provisions and representations made herein and in the Project Agreement. The Borrower shall
provide a report to the Issuer within thirty (30) days following the end of each year the Series
20__ Bonds are outstanding specifying the Borrower’s compliance with the provisions herein
and in the Project Agreement.
(k) All representations, warranties and covenants and any obligations of the Borrower
in this Financing Agreement shall expire upon repayment of the Series 20__ Bonds.
(End of Article II)
10
ARTICLE III
PARTICULAR COVENANTS OF THE ISSUER AND COMPANY
Section 3.1. Consent to Assignments to Trustee. The Borrower acknowledges and
consents to the pledge and assignment of the Issuer’s rights hereunder to the Trustee pursuant to
the Indenture and agrees that the Trustee may enforce the rights, remedies and privileges granted
to the Issuer hereunder, other than the rights of the Issuer to execute and deliver supplements and
amendments to this Financing Agreement pursuant to Section 6.1 hereof and in addition to the
rights retained by the Issuer pursuant to Section 4.1(c) hereof as well as those rights granted to
the Issuer under Section 3.5 hereof and Section 6.7 of the Indenture.
Section 3.2. Payment of Principal and Interest; Payment of Pledged TIF Revenues.
(a) In accordance with the Indenture, the Series 20__ Bonds are payable solely and
only from (i) proceeds of the Series 20__ Bonds through and including February 1, 2028, (ii) the
Pledged TIF Revenues, (iii) the Taxpayer Direct Payments, and (iv) to the extent such sources
are insufficient, from the repayment of the loan made hereunder to the Borrower. The Borrower
covenants to repay the loan in amounts sufficient to pay all debt service due on the Series 20__
Bonds plus Annual Fees, to the extent that Pledged TIF Revenues and Taxpayer Direct Payments
from the Borrower are insufficient for such purposes.
(b) Pursuant to Section 4.5 of the Indenture, the Issuer shall transfer on or before each
January 5 and July 5 of each year, commencing July 5, 20__, the Pledged TIF Revenues, the
Taxpayer Direct Payments and any repayments of the loan made hereunder to the Bond Fund
under the Indenture, but no more than shall be necessary for the payment of the principal of and
interest on the Series 20__ Bonds due on the immediately succeeding February 1 or August 1 of
each year (taking into consideration any amounts currently deposited therein), together with
Annual Fees coming due within the next six months. The balance of any Pledged TIF Revenues
in excess of such requirements of the Bond Fund shall be deposited into the Surplus Fund and
applied in according with Section 4.3 of the Indenture.
(c) The balance of any Pledged TIF Revenues in excess of such requirements of the
Bond Fund shall be deposited into the Surplus Fund (as defined in the Indenture). At the
direction of the Issuer, moneys in the Surplus Fund shall, without further authorization, be used
for any purpose permitted by law.
(d) The Issuer covenants that it will not issue any other bonds or incur any other
obligations payable in whole or in part from the Pledged TIF Revenues without the prior written
consent of the Purchaser and the Taxpayer.
Section 3.3. Maintenance of Existence. The Borrower agrees that it will maintain its
existence as a limited liability company and will not dissolve or otherwise dispose of all or
substantially all of its assets, and will not consolidate with or merge into another entity, or permit
one or more other entities to consolidate or merge with it; provided, however, that the foregoing
provisions of this Section shall not apply, and the Borrower shall not have any such obligations
in the event of: (a)(i) the sale or transfer of all of the ownership interests in the Borrower or of all
11
or substantially all of the assets of the Borrower for which the costs of construction or equipping
are being financed with the Net Proceeds, or a merger, consolidation, reorganization or spin-off
involving the Borrower or such assets, either alone or in conjunction with other assets, so long as
the surviving, resulting or transferee entity, as the case may be, assumes in writing all of the
obligations of the Borrower under this Financing Agreement and the Project Agreement; or (ii)
the Issuer having provided the Borrower with its prior written consent to any such proposed
transaction, which consent shall not be unreasonably withheld, or (b) the occurrence of any
transaction described in Section 7.4(b) of this Financing Agreement.
In the event that the Borrower assigns its obligations under this Financing Agreement and
the Project Agreement in accordance with the respective terms hereof and thereof, and is no
longer the Taxpayer under the Taxpayer Agreement, the Borrower shall provide the Trustee with
the successor Taxpayer’s contact information.
Section 3.4. Event of Default; Notice; Termination. The Borrower agrees to perform all
material obligations required by this Financing Agreement and the Project Agreement to be
performed by the Borrower and to comply with all material provisions of this Financing
Agreement and the Project Agreement applicable to the Borrower, in each case to the extent that
a failure to so perform or comply is expressly provided to be an “Event of Default” by the
Borrower or, with the passage of time or the giving of notice, or both, would constitute an “Event
of Default” on the part of the Borrower under this Financing Agreement or the Project
Agreement. Upon an Event of Default, the Issuer shall provide the Series 20__ Borrower with
notice of such Event of Default and the Borrower shall have thirty (30) days to cure such Event
of Default. Should the Borrower fail to remedy an Event of Default that is satisfactory to the
Issuer, the Issuer may terminate this Financing Agreement and direct the Trustee under the
Indenture to withhold any distribution of the Net Proceeds of the Series 20__ Bonds to the
Borrower under the Indenture or take such other action as provided within the Indenture or the
Project Agreement.
Section 3.5. Indemnity The Borrower will pay, and protect, indemnify and save the
Issuer (including members, directors, officials, officers, agents, attorneys and employees
thereof), the Bondholders and the Trustee harmless from and against, all liabilities, losses,
damages, costs, expenses (including attorneys’ fees and expenses of the Issuer and the Trustee),
causes of action, suits, claims, demands and judgments of any nature arising from or relating to:
(a) Violation by the Borrower of any agreement or condition of this Financing
Agreement;
(b) Violation of any contract, agreement or restriction by the Borrower relating to the
Phase II Project, or a part thereof;
(c) Violation of any law, ordinance or regulation by the Borrower in connection with
the Phase II Project, or a part thereof;
(d) Any act, failure to act or material misrepresentation by the Borrower, or any of
the Borrower’s agents, contractors, servants, employees or licensees; and
12
(e) The provision of any information or certification furnished by the Borrower to the
Bondholders in connection with the issuance and sale of the Series 20__ Bonds or the Phase II
Project which is materially misleading or false.
The Borrower hereby further agrees to indemnify and hold harmless the Trustee from and
against any and all costs, claims, liabilities, losses or damages whatsoever (including reasonable
costs and fees of counsel, auditors or other experts), asserted or arising out of or in connection
with the acceptance or administration of the trusts established pursuant to the Indenture, except
costs, claims, liabilities, losses or damages resulting from the gross negligence or willful
misconduct of the Trustee, including the reasonable costs and expenses (including the reasonable
fees and expenses of its counsel) of defending itself against any such claim or liability in
connection with its exercise or performance of any of its duties hereunder and of enforcing this
indemnification provision. The indemnifications set forth herein shall survive the termination of
the Indenture and/or the resignation or removal of the Trustee for so long as the Series 20__
Bonds are outstanding.
The foregoing shall not be construed to prohibit the Borrower from pursuing its remedies
against either the Issuer or the Trustee for damages to the Borrower resulting from personal
injury or property damage caused by the intentional misrepresentation or misconduct of either
the Issuer or the Trustee.
Section 3.6. Payment of Bond Issuance Costs of Bonds, Other Fees and Expenses. The
Borrower hereby covenants and agrees to pay all Bond Issuance Costs and any related
transactional costs, fees or expenses incurred by the Issuer in connection with the issuance of the
Series 20__ Bonds, including legal, municipal advisory and/or accounting fees, charges and
expenses, Trustee and other fiduciary fees and expenses, and Issuer fees and expenses, all of
which are obligations of the Borrower; provided, however, pursuant to the terms of the Project
Agreement, the Borrower shall have the right to pay such amounts from the proceeds of the sale
of the Series 20__ Bonds.
Section 3.7. Completion and Use of Facilities.
(a) The Borrower agrees that it has or will, on or before December 31, 2026, make,
execute, acknowledge and deliver (or cause to be made, executed, acknowledged and delivered)
any contracts, orders, receipts, writings and instructions with any other persons, firms or
corporations and in general do all things reasonably within its power which may be requisite or
proper, for the substantial completion (as certified by the Borrower) of the acquisition,
construction, expansion, equipping and improvement of the Facilities in substantial compliance
with the Plans and Specifications and, upon subsequent completion of the Facilities, the
Borrower will operate and maintain the Facilities in such manner as reasonably possible so as to
conform with all applicable and material zoning, planning, building, environmental and other
applicable governmental regulations and so as to be consistent with the Act.
(b) The Issuer shall deposit all proceeds from the sale of the Series 20__ Bonds in the
manner specified in Article III of the Indenture, and the Issuer shall maintain such proceeds and
funds in the manner specified in Article IV of the Indenture. Under the Indenture, the Trustee,
on behalf of the Issuer, is authorized and will be directed from time to time to make payments
13
from the Construction Account to pay for costs of the Facilities approved by the Issuer, or to
reimburse Borrower for any costs of the Facilities approved by the Issuer, with any such
disbursements to be made in accordance with the terms and conditions of the Indenture, this
Financing Agreement, and the Project Agreement. The Borrower shall submit Disbursement
Requests in accordance with the terms and conditions of the Project Agreement, and the Issuer
agrees to direct such requisitions to the Trustee as may be necessary to effect payments out of the
Construction Account for costs of the Facilities approved by the Issuer, all in accordance with
Section 4.4(c) of the Indenture, this Financing Agreement and any such terms or conditions set
forth in the Project Agreement.
(c) Any moneys remaining in the Construction Account after completion of the
Facilities shall be transferred and applied in the manner provided in Section 4.4 of the Indenture.
(d) The Borrower hereby acknowledges receipt of a copy of the Indenture.
Section 3.8. Other Amounts Payable by the Borrower. The Borrower covenants and
agrees to pay the following, to the extent that such expenses are not included in the Series 20__
Bonds:
(a) All reasonable fees, charges and expenses, including agent and counsel fees and
expenses, of the Trustee incurred under the Indenture, as and when the same become due to the
extent Pledged TIF Revenues of the Redevelopment Commission are not available.
(b) An amount sufficient to reimburse the Issuer for all expenses reasonably incurred
by the Issuer under this Financing Agreement and in connection with the performance of its
obligations under this Financing Agreement, the Project Agreement or the Indenture.
(c) All reasonable expenses incurred in connection with the enforcement of any rights
under this Financing Agreement, the Project Agreement or the Indenture by the Issuer, the
Trustee or the Bondholders.
(d) All other payments of whatever nature which the Borrower has agreed to pay or
assume under the provisions of the Financing Agreement or the Project Agreement.
Notwithstanding anything in this Section 3.8 to the contrary, the Borrower may, without
creating an event of default as herein defined, after making the payments required by this Section
3.8, contest in good faith the necessity for any such services, fees, charges or expenses of the
Issuer or the Trustee.
(End of Article III)
14
ARTICLE IV
EVENTS OF DEFAULT AND REMEDIES THEREFOR
Section 4.1. Events of Default.
(a) Each of the following events is hereby declared an “event of default,” that is to
say, if:
(i) Failure of the Borrower to pay any amount payable on the loan pursuant to
Section 3.2(a) hereof when the same is due and payable; or
(ii) Failure of the Borrower to perform any non-payment related covenant, condition
or provision hereof and to remedy such default within thirty (30) days after written notice
thereof from the Trustee to the Borrower; provided that, if the failure is of such a nature
that it cannot be remedied within thirty (30) days, despite reasonably diligent efforts, then
the 30-day period shall be extended as reasonably may be necessary for the Borrower to
remedy the failure, so long as the Borrower: (A) commences to remedy the failure within
the 30-day period; and (B) diligently pursues such remedy to completion; or
(iii) Any event of default as defined in the Taxpayer Agreement or in Section 17 of the
Project Agreement shall occur and be continuing.
(b) During the occurrence and continuance of any Event of Default hereunder, the
Trustee, as assignee of the Issuer pursuant to the Indenture, and in addition to the rights retained
by the Issuer as provided in Section 4.1(c) hereof, on behalf of any unpaid Bondholders shall
have the rights and remedies hereinafter set forth, in addition to any other remedies herein or by
law provided. The Trustee, personally or by attorney, may in its discretion, proceed to protect
and enforce its rights by a suit or suits in equity or at law, whether for damages or for the specific
performance of any covenant or agreement contained in this Financing Agreement or in aid of
the execution of any power herein granted, or for the enforcement of any other appropriate legal
or equitable remedy, as the Trustee shall deem most effectual to protect and enforce any of its
rights or duties hereunder. If after any Event of Default occurs and prior to the Trustee
exercising any of the remedies provided in this Financing Agreement, the Borrower will have
completely cured such Event of Default, and shall have provided the Trustee with evidence
thereof to the reasonable satisfaction of the Trustee, then in every case such Event of Default will
be waived, rescinded and annulled by the Trustee by written notice given to the Borrower. No
such waiver, annulment or rescission will affect any subsequent default or impair any right or
remedy consequent thereon.
(c) Notwithstanding anything herein to the contrary, during the occurrence and
continuance of an Event of Default by the Borrower arising from a breach of representations as
set forth in Section 2.2 hereof, or a breach of the covenants of the Borrower set forth in Section
3.7 or 3.8 hereof, the Issuer may in its discretion, proceed to protect and enforce its rights under
this Agreement by a suit or suits in equity or at law, whether for damages or for the specific
performance, including the recovery of reasonable attorney’s fees.
15
Section 4.2. Remedies Cumulative. No remedy herein conferred upon or reserved to the
Trustee or Issuer is intended to be exclusive of any other remedy or remedies, and each and
every such remedy shall be cumulative, and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute.
Section 4.3. Delay or Omission Not a Waiver. No delay or omission of the Trustee or
Issuer to exercise any right or power accruing upon any Event of Default shall impair any such
right or power, or shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and every power and remedy given by this Financing Agreement to the
Trustee and Issuer may be exercised from time to time and as often as may be deemed expedient
by the Trustee or Issuer, as the case may be.
(End of Article IV)
16
ARTICLE V
IMMUNITY
Section 5.1. Extent of Covenants of Issuer; No Personal Liability. No recourse shall be
had for the payment of the principal of or interest on any of the Series 20__ Bonds or for any
claim based thereon or upon any obligation, covenant or agreement contained in the Series 20__
Bonds, the Indenture, the Project Agreement or this Financing Agreement against any past,
present or future member, director, officer, agent, attorney or employee of the Issuer, or any
incorporator, member, director, officer, employee, agent, attorney or trustee of any successor
thereto, as such, either directly or through the Issuer or any successor thereto, under any rule of
law or equity, statute or constitution or by the enforcement of any assessment or penalty or
otherwise, and all such liability of any such incorporator, member, director, officer, employee,
agent, attorney or trustee as such is hereby expressly waived and released as a condition of and
consideration for the execution of the Indenture and this Financing Agreement (and any other
agreement entered into by the Issuer with respect thereto) and the issuance of the Series 20__
Bonds.
Section 5.2. Liability of Issuer. Any and all obligations of the Issuer under this Financing
Agreement are special, limited obligations of the Issuer, payable solely out of the Pledged TIF
Revenues, the Taxpayer Direct Payments and any repayments of the loan made hereunder and as
otherwise provided under the Indenture. The obligations of the Issuer hereunder shall not be
deemed to constitute an indebtedness or an obligation of the Issuer, the State or any political
subdivision or taxing authority thereof within the purview of any constitution limitation or
provision, or a pledge of the faith and credit or a charge against the credit or general taxing
powers, if any, of the Issuer, the State or any political subdivision or taxing authority thereof.
(End of Article V)
17
ARTICLE VI
AMENDMENTS TO THIS FINANCING AGREEMENT
Section 6.1. Amendments to this Financing Agreement. Subject to the provisions of
Article X of the Indenture, the Borrower and the Issuer may from time to time enter into such
supplements and amendments to this Financing Agreement as to them may seem necessary or
desirable to effectuate the purposes or intent hereof.
(End of Article VI)
18
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. Financing Agreement for Benefit of Parties Hereto. Nothing in this
Financing Agreement, express or implied, is intended or shall be construed to confer upon, or to
give to, any person other than the parties hereto, their successors and assigns, any right, remedy
or claim under or by reason of this Financing Agreement or any covenant, condition or
stipulation hereof; and the covenants, stipulations and agreements in this Financing Agreement
contained are and shall be for the sole and exclusive benefit of the parties hereto, their successors
and assigns, and the Trustee.
Section 7.2. Severability. In case any one or more of the provisions contained in this
Financing Agreement shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein and therein shall not in
any way be affected or impaired thereby.
Section 7.3. Addresses for Notice and Demands. All notices, demands, certificates or
other communications hereunder shall be sufficiently given when received or your first refusal
thereof and mailed by certified mail, postage prepaid, or sent by nationally recognized overnight
courier with proper address as indicated below. The Issuer, the Borrower and the Trustee may,
by written notice given by each to the others, designate any address or addresses to which
notices, demands, certificates or other communications to them shall be sent when required as
contemplated by this Financing Agreement. Until otherwise provided by the respective parties,
all notices, demands, certificates and communications to each of them shall be addressed as
follows:
To the Issuer: City of Carmel, Indiana
Attention: Mayor
One Civic Square
Carmel, IN 46032
To the Borrower: __________________
Attention: _________
__________________
________, IN ________
with a copy to:
__________________
Attention: _________
__________________
________, IN ________
To the Trustee: ______________
Attention: Corporate Trust Department
19
____________
____________
Indianapolis, IN 46204
Section 7.4. Successors and Assigns.
(a) Whenever in this Financing Agreement any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be included and all the
covenants, promises and agreements in this Financing Agreement contained by or on behalf of
the Borrower, or by or on behalf of the Issuer, shall bind and inure to the benefit of the respective
successors and assigns, whether so expressed or not.
(b) The Borrower may assign this Financing Agreement or any of its rights or
obligations under this Financing Agreement (i) to one or more of the Borrower Parties, (ii) to
their successors and assigns, (iii) to one or more entities acquiring all of the ownership interests
of the Borrower or (either alone or as part of the acquisition of other assets of the Borrower) all
or substantially all of the assets for which the costs of construction or equipping are being
financed with the proceeds of the sale of the Series 20__ Bonds, or (iv) in connection with a
merger, consolidation, reorganization or spin-off involving the Borrower or such assets, either
alone or in connection with other assets; provided, however, the surviving, resulting or transferee
entity to whom this Financing Agreement is assigned, as the case may be, shall undertake to
assume severally, but not jointly and severally, all of the Borrower’s obligations under this
Financing Agreement and the Project Agreement.
Section 7.5. Counterparts. This Financing Agreement is being executed in any number of
counterparts, each of which is an original and all of which are identical. Each counterpart of this
Financing Agreement is to be deemed an original hereof and all counterparts collectively are to
be deemed but one instrument.
Section 7.6. Governing Law. It is the intention of the parties hereto that this Financing
Agreement and the rights and obligations of the parties hereunder shall be governed by and
construed and enforced in accordance with, the laws of Indiana.
(End of Article VII)
DMS 47236775.2
IN WITNESS WHEREOF, the Issuer and the Borrower have caused this Financing and
Loan Agreement to be executed in their respective names as of the date first above written.
“THE BORROWER”
NORTH END APARTMENTS, LLC
an Indiana limited liability company
By: North End Holdings, LLC,
a Delaware limited liability company,
its Manager
By: ____________________________
____________, Manager
“THE ISSUER”
CITY OF CARMEL, INDIANA
Sue Finkam, Mayor
Attest:
Jacob Quinn, Clerk
[SIGNATURE PAGE OF THE FINANCING AND LOAN AGREEMENT BETWEEN
NORTH END APARTMENTS, LLC AND THE CITY OF CARMEL, INDIANA]
Draft of 4/25/25
TRUST INDENTURE
BETWEEN
CITY OF CARMEL, INDIANA
AND
[TRUSTEE],
Indianapolis, Indiana
As Trustee
$[XX,XXX,XXX]
CITY OF CARMEL, INDIANA
ECONOMIC DEVELOPMENT TAX INCREMENT REVENUE BONDS, SERIES 20____
(NORTH END PHASE II PROJECT [– FEDERALLY TAXABLE])
Dated as of _____________ 1, 20___
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS ........................................................................................................ 10
Section 1.1. Terms Defined .............................................................................................. 10
Section 1.2. Rules of Interpretation .................................................................................. 14
Section 1.3. Exhibits ......................................................................................................... 14
ARTICLE II. THE BONDS .......................................................................................................... 15
Section 2.1. Authorized Amount of Series 20__ Bonds ................................................... 15
Section 2.2. Issuance of Series 20__ Bonds ..................................................................... 15
Section 2.3. Payment on Bonds ........................................................................................ 16
Section 2.4. Execution; Limited Obligation ..................................................................... 17
Section 2.5. Authentication ............................................................................................... 17
Section 2.6. Form of Bonds .............................................................................................. 17
Section 2.7. Delivery of Series 20__ Bonds ..................................................................... 18
Section 2.8. Issuance of Additional Bonds ....................................................................... 18
Section 2.9. Mutilated, Lost, Stolen, or Destroyed Bonds ................................................ 19
Section 2.10. Registration and Exchange of Bonds; Persons Treated as Owners .............. 20
ARTICLE III. APPLICATION OF SERIES 20__ BONDS PROCEEDS ................................... 21
Section 3.1. Deposit of Funds ........................................................................................... 21
ARTICLE IV. REVENUE AND FUNDS .................................................................................... 22
Section 4.1. Source of Payment of Bonds......................................................................... 22
Section 4.2. Bond Fund ..................................................................................................... 22
Section 4.3. Surplus Fund ................................................................................................. 23
Section 4.4. Construction Fund ......................................................................................... 23
Section 4.5. TIF Revenues ................................................................................................ 24
Section 4.6. Trust Funds ................................................................................................... 24
Section 4.7. Investment ..................................................................................................... 25
ARTICLE V. REDEMPTION OF SERIES 20__ BONDS BEFORE MATURITY ................... 26
Section 5.1. Redemption Dates and Prices ....................................................................... 26
Section 5.2. Notice of Redemption ................................................................................... 26
Section 5.3. Cancellation .................................................................................................. 26
Section 5.4. Redemption Payments .................................................................................. 26
Section 5.5. Partial Redemption of Bonds ........................................................................ 26
ARTICLE VI. GENERAL COVENANTS................................................................................... 28
Section 6.1. Payment of Principal and Interest ................................................................. 28
Section 6.2. Performance of Covenants ............................................................................ 28
Section 6.3. Ownership; Instruments of Further Assurance ............................................. 29
Section 6.4. Filing of Indenture, Financing Agreement and Security Instruments ........... 29
Section 6.5. Inspection of Books ...................................................................................... 29
Section 6.6. List of Bondholders....................................................................................... 29
ii
Section 6.7. Rights Under Financing Agreement ............................................................. 29
Section 6.8. Investment of Funds ...................................................................................... 29
Section 6.9. Non-presentment of Bonds ........................................................................... 29
ARTICLE VII. DEFAULTS AND REMEDIES .......................................................................... 31
Section 7.1. Events of Default .......................................................................................... 31
Section 7.2. Acceleration; Termination of TIF Revenue Pledge ...................................... 31
Section 7.3. Remedies; Rights of Bondholders ................................................................ 31
Section 7.4. Right of Bondholders to Direct Proceedings ................................................ 32
Section 7.5. Application of Moneys ................................................................................. 32
Section 7.6. Remedies Vested In Trustee ......................................................................... 34
Section 7.7. Rights and Remedies of Bondholders ........................................................... 34
Section 7.8. Termination of Proceedings .......................................................................... 34
Section 7.9. Waivers of Events of Default ........................................................................ 34
ARTICLE VIII. THE TRUSTEE AND PAYING AGENT ......................................................... 36
Section 8.1. Acceptance of the Trusts ............................................................................... 36
Section 8.2. Fees, Charges and Expenses of Trustee and Paying Agent .......................... 39
Section 8.3. Notice to Bondholders if Default Occurs...................................................... 39
Section 8.4. Intervention by Trustee ................................................................................. 39
Section 8.5. Successor Trustee.......................................................................................... 39
Section 8.6. Resignation by the Trustee............................................................................ 40
Section 8.7. Removal of the Trustee ................................................................................. 40
Section 8.8. Appointment of Successor Trustee by the Bondholders; Temporary
Trustee .......................................................................................................... 40
Section 8.9. Concerning Any Successor Trustees ............................................................ 40
Section 8.10. Trustee Protected in Relying Upon Resolutions, etc .................................... 41
Section 8.11. Appointment of Paying Agent and Registrar; Resignation or Removal
of Paying Agent ........................................................................................... 41
ARTICLE IX. SUPPLEMENTAL INDENTURES ..................................................................... 42
Section 9.1. Supplemental Indentures Not Requiring Consent of Bondholders ............... 42
Section 9.2. Supplemental Indentures Requiring Consent of Bondholders ...................... 42
Section 9.3. Opinion ......................................................................................................... 43
ARTICLE X. AMENDMENTS TO THE FINANCING AGREEMENT .................................... 44
Section 10.1. Amendments, etc........................................................................................... 44
Section 10.2. Amendments, etc........................................................................................... 44
Section 10.3. Opinion ......................................................................................................... 44
ARTICLE XI. MISCELLANEOUS ............................................................................................. 45
Section 11.1. Satisfaction and Discharge ............................................................................ 45
Section 11.2. Defeasance of Bonds..................................................................................... 45
Section 11.3. Cancellation of Series 20__ Bonds ............................................................... 46
Section 11.4. Application of Trust Money .......................................................................... 46
Section 11.5. Consents, etc., of Bondholders ..................................................................... 47
Section 11.6. Limitation of Rights ...................................................................................... 47
iii
Section 11.7. Severability ................................................................................................... 47
Section 11.8. Notices .......................................................................................................... 48
Section 11.9. Counterparts .................................................................................................. 48
Section 11.10. Applicable Law ............................................................................................. 48
Section 11.11. Immunity of Officers and Directors .............................................................. 48
Section 11.12. Holidays ........................................................................................................ 48
TRUST INDENTURE
THIS TRUST INDENTURE dated as of the ____ day of _____________, 20___, by and
between the CITY OF CARMEL, INDIANA (“Issuer”), a municipal corporation duly organized
and existing under the laws of the State of Indiana and [TRUSTEE], a [national banking
association duly organized, existing and authorized to accept and execute trusts of the character
herein set out under the laws of the United States of America with its Indiana corporate trust
office in the City of Indianapolis, Indiana], as Trustee (“Trustee”);
WITNESSETH:
WHEREAS, Indiana Code, Title 36, Article 7, Chapters 11.9, 12, 14 and 25 (collectively,
“Act”), authorize and empower the Issuer to issue revenue bonds and to provide the proceeds
therefrom for the purpose of financing economic development facilities and vests such Issuer
with powers that may be necessary to enable it to accomplish such purposes; and
WHEREAS, in accordance with the provisions of the Act, the Issuer has induced
[Company or an affiliate thereof] (the “Company”), to proceed with the construction of the
projects described in Exhibit A attached hereto (collectively, the “Phase II Projects”) in the
jurisdiction of the Issuer by offering to issue its Economic Development Tax Increment Revenue
Bonds, Series 20_____ (North End Phase II Project [- Federally Taxable]) in the aggregate
principal amount of $[XX,XXX,XXX] (“Series 20__ Bonds”) pursuant to this Trust Indenture
and to provide the proceeds thereof to the Company pursuant to the Financing Agreement, dated
as of _____________ 1, 20___ (“Financing Agreement”) for the purpose of paying certain costs
of the Phase II Project[, including capitalized interest on the Series 20__ Bonds]; and
WHEREAS, the execution and delivery of this Indenture and the issuance of revenue
bonds under the Act as herein provided have been in all respects duly and validly authorized by
proceedings duly passed on and approved by the Issuer; and
WHEREAS, after giving notice in accordance with the Act and IC 5-3-1-4, the Issuer
held a public hearing, and upon finding that the Phase II Project and the proposed financing
thereof will create additional employment opportunities in the City of Carmel; will benefit the
health, safety, morals, and general welfare of the citizens of the Issuer and the State of Indiana;
and will comply with the purposes and provisions of the Act, adopted an ordinance approving the
proposed financing; and
WHEREAS, the Act provides that such bonds may be secured by a trust indenture
between the Issuer and a corporate trustee; and
WHEREAS, the execution and delivery of this Trust Indenture (“Indenture”), and the
issuance of the Series 20__ Bonds hereunder have been in all respects duly and validly
authorized by an ordinance duly passed and approved by the Issuer (the “Ordinance”); and
WHEREAS, Indiana Code, Title 36, Article 7, Chapter 14 provides that a redevelopment
commission of the Issuer may pledge certain incremental property taxes to pay, in whole or in
part, amounts due on the Series 20__ Bonds; and
2
WHEREAS, the Carmel Redevelopment Commission has, by resolution, irrevocably
dedicated and pledged to the Issuer the Pledged TIF Revenues (as hereinafter defined) to pay the
Series 20__ Bonds; and
WHEREAS, the Series 20__ Bonds and the Trustee’s certificate of authentication to be
endorsed thereon are all to be in substantially the following forms, and any Additional Bonds and
Trustee’s certificate of authentication are also to be in substantially the following forms (except
as to redemption, sinking fund and other provisions peculiar to such Additional Bonds), with
necessary and appropriate variations, omissions and insertions as permitted or required by this
Indenture, to-wit:
(Form of Series 20__ Bond)
R - __
UNITED STATES OF AMERICA
STATE OF INDIANA COUNTY OF HAMILTON
CITY OF CARMEL, INDIANA
ECONOMIC DEVELOPMENT TAX INCREMENT REVENUE BOND, SERIES 20__
(NORTH END PHASE II PROJECT [– FEDERALLY TAXABLE])
MATURITY
DATES
INTEREST
RATE
ORIGINAL
DATE
AUTHENTICATION
DATE
As set forth in Exhibit A _____% ___________, 20___ _________, 20___
REGISTERED OWNER: _____________________________
PRINCIPAL AMOUNT: ___________________________ DOLLARS ($[XX,XXX,XXX])
The City of Carmel, Indiana (“Issuer”), a municipal corporation duly organized and
existing under the laws of the State of Indiana, for value received, hereby promises to pay in
lawful money of the United States of America to the Registered Owner listed above, but solely
from available amounts held in the Trust Estate (including Pledged TIF Revenues) hereinafter
referred to pledged and assigned for the payment hereof, the Principal Amount set forth above or
such lesser amount as has been advanced and remains unpaid on the Maturity Dates specified on
Exhibit A, unless this Series 20__ Bond shall have previously been called for redemption and
payment of the redemption price made or provided for or unless payments shall be accelerated as
provided in the Indenture, and to pay interest thereon until the Principal Amount shall be fully
paid at the Interest Rate stated above on the unpaid principal amount hereof in like money, but
solely from those payments, payable on ________ 1, 20____, and on each February 1 and
August 1 thereafter (“Interest Payment Dates”) until the unpaid Principal Amount advanced is
paid in full.
The unpaid principal amount of this Series 20__ Bond shall be the total amounts
advanced by the Registered Owner from time to time, less any prior redemption of the principal
amount due, as set forth on Exhibit B hereto. The aggregate amount of advances made under
3
this Series 20__ Bond may not exceed $[XX,XXX,XXX], and the final advance may not occur
after February 1, 20__. The principal amounts advanced shall be evidenced by the execution by
the Controller of the City of a Disbursement Request in form and substance satisfactory to the
Registered Owner.
Interest on this bond shall be payable 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 fifteenth day of the month immediately preceding the interest payment date (the
“Record Date”) and on or before such interest payment date in which case it shall bear interest
from such interest payment date, or unless this bond is authenticated on or before _________ 15,
20____, in which case it shall bear interest from the Original Date, which interest is payable
semi-annually on February 1 and August 1 of each year, beginning on _______ 1, 20___.
Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months.
The principal and premium, if any, of this Series 20__ Bond are payable at the corporate
trust operations office of [Trustee], as Trustee, in the Indianapolis, Indiana, or at the principal
office of any successor trustee or paying agent, or, if payment is made to a depository, by wire
transfer of immediately available funds on the payment date. All payments of interest hereon
will be made by the Trustee by check mailed on each Interest Payment Date to the Registered
Owner hereof at the address shown on the registration books of the Trustee as maintained by the
Trustee, as registrar, determined on the Record Date next preceding such Interest Payment Date,
or, if payment is made to a depository, by wire transfer of immediately available funds on the
Interest Payment Date. If the payment date occurs on a date when financial institutions are not
open for business, the wire transfer shall be made on the next succeeding business day. The
Trustee shall wire transfer payments so such payments are received at the depository by 2:30
p.m. (New York City time). [This Series 20___ Bond only needs to be presented for payment of
principal and premium upon redemption in full or final maturity.]
This Series 20__ Bond is the only one of the Issuer’s Economic Development Tax
Increment Revenue Bonds, Series 20_____ (North End Phase II Project [- Federally Taxable])
(hereinbefore and hereinafter the “Series 20__ Bonds”) which are being issued under the
hereinafter described Indenture in the aggregate principal amount of $[XX,XXX,XXX]. The
Series 20__ Bonds are being issued for the purpose of providing funds to finance the
construction of certain infrastructure and related improvements (“Projects”) located in or directly
serving and benefiting the Old Town Economic Development Area in the City of Carmel,
Indiana, to be constructed by [Old Town Companies, L.L.C.] (“Company”), by providing such
funds to the Company pursuant to the Financing Agreement dated as of _______________ 1,
20___ (“Financing Agreement”) between the Company and the Issuer. Except as otherwise
provided in Section 2.2 of the Indenture, each Series 20__ Bond will be payable on parity with
all other Series 20__ Bonds.
The Series 20__ Bonds are issued under and entitled to the security of a Trust Indenture
dated as of _______________ 1, 201___ (“Indenture”) duly executed and delivered by the Issuer
to [Trustee], as Trustee (the term “Trustee” where used herein referring to the Trustee or its
successors), pursuant to which Indenture, the Trust Estate including the Pledged TIF Revenues
(each as defined in the Indenture ) and all rights of the Issuer under the Financing Agreement,
except certain rights to payment for expenses, indemnity rights and rights to perform certain
4
discretionary acts as set forth in the Financing Agreement, are pledged and assigned by the Issuer
to the Trustee as security for the Series 20__ Bonds.
THE OWNER OF THIS BOND, BY ACCEPTANCE OF THIS SERIES 20__ BOND,
HEREBY AGREES TO ALL OF THE TERMS AND PROVISIONS IN THE INDENTURE
AND THIS SERIES 20__ BOND AND ACKNOWLEDGES THAT:
1. It is an “accredited investor” (as defined in Rule 501(a)(8) under the Securities
Act of 1933, as amended (“1933 Act”)), purchasing bonds for its own account, and it is acquiring
the Series 20__ Bonds for investment purposes and not with a view to, or for offer or sale in
connection with, any distribution in violation of the 1933 Act. It has such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risk of
its investment in the Series 20__ Bonds, and it, and any investor accounts for which it is acting
are able to bear the economic risk of their or its investment for an indefinite period of time. It
confirms that neither the Issuer nor any person acting on its behalf has offered to sell the Series
20__ Bonds by, and that it has not been made aware of the offering of the Series 20__ Bonds by,
any form of general solicitation or general advertising, including, but not limited to, any
advertisement, article, notice or other communication published in any newspaper, magazine or
similar media or a broadcast over television or radio.
2. It is familiar with the Issuer and the Company; it has received such information
concerning the Issuer and the Company, the Series 20__ Bonds and the Trust Estate including
the Pledged TIF Revenues (as defined in the Indenture), as it deems to be necessary in
connection with investment in the Series 20__ Bonds. It has received, read and commented upon
copies of the Indenture and the Financing Agreement. Prior to the purchase of the Series 20__
Bonds, it has been provided with the opportunity to ask questions of and receive answers from
the representatives of the Issuer and the Company concerning the terms and conditions of the
Series 20__ Bonds, the tax status of the Series 20__ Bonds, legal opinions and enforceability of
remedies, the security therefor, and property tax reform, and to obtain any additional information
needed in order to verify the accuracy of the information obtained to the extent that the Issuer
and the Company possess such information or can acquire it without unreasonable effort or
expense. It is not relying on Barnes & Thornburg LLP or Baker Tilly Municipal Advisors, LLC
for information concerning the financial status of the Issuer and the Company or the ability of the
Issuer and the Company to honor their respective financial obligations or other covenants under
the Series 20__ Bonds, the Indenture or the Financing Agreement. It understands that the
projection of Pledged TIF Revenues prepared in connection with the issuance of the Series 20__
Bonds has been based on estimates of the investment in real property provided by the Company.
3. It is acquiring the Series 20__ Bonds for its own account with no present intent to
resell; and will not sell, convey, pledge or otherwise transfer the Series 20__ Bonds to an entity
that is not an accredited investor without prior compliance with applicable registration and
disclosure requirements of state and federal securities laws.
4. It understands that the Series 20__ Bonds have not been registered under the 1933
Act and, unless so registered, may not be sold to an entity that is not an accredited investor
without registration under the 1933 Act or an exemption therefrom. It is aware that it may
transfer or sell the Series 20__ Bonds to an entity that is not an accredited investor only if the
5
Trustee shall first have received (i) a satisfactory opinion of counsel that the sale or transfer will
not violate the 1933 Act, the Securities Exchange Act of 1934 and the Investment Company Act
of 1940 and regulations issued pursuant to such Acts, or (ii) a no-action letter of the staff of the
Securities and Exchange Commission that the staff will recommend that no action be taken with
respect to such sale or transfer, or (iii) a certificate stating that it reasonably believes that the
transferee is a “Qualified Institutional Buyer” within the meaning of Section (a) of Rule 144A
(“Rule 144A”) promulgated by the Securities and Exchange Commission pursuant to the 1933
Act and has informed the transferee of the transfer restrictions applicable to the Series 20__
Bonds and that the transferor may be relying upon Rule 144A with respect to the transfer of the
Series 20__ Bonds.
5. It understands that the sale or transfer of the Series 20__ Bonds in principal
amounts less than $100,000 to an entity that is not an accredited investor is prohibited other than
through a primary offering.
6. It has investigated the security for the Series 20__ Bonds, including the
availability of the Trust Estate including the Pledged TIF Revenues to its satisfaction, and it
understands that the Series 20__ Bonds are payable from the available Trust Estate including the
Pledged TIF Revenues. It further understands that the Issuer does not have the power or the
authority to levy a tax to pay the principal of or interest on the Series 20__ Bonds.
7. [It understands that the interest on the Series 20__ Bonds is taxable for federal
income tax purposes.]
It is provided in the Indenture that the Issuer may hereafter issue Additional Bonds (as
defined in the Indenture) from time to time under certain terms and conditions contained therein
(such Additional Bonds and the Series 20__ Bonds are hereinafter collectively referred to as the
“Bonds”). Reference is made to the Indenture and to all indentures supplemental thereto and to
the Financing Agreement for a description of the nature and extent of the security, the rights,
duties and obligations of the Issuer and the Trustee, the rights of the holders of the Bonds, the
issuance of Additional Bonds and the terms on which the Bonds are or may be issued and
secured, and to all the provisions of which the holder hereof by the acceptance of this Series
20__ Bond assents.
The Series 20__ Bonds are issuable in registered form without coupons in the
denominations of $100,000 and any $1.00 integral multiples thereafter. The sale or transfer of
this Series 20__ Bond in principal amounts of less than $100,000 is prohibited to an entity that is
not an accredited investor other than through a primary offering. This Series 20__ Bond is
transferable by the registered holder hereof in person or by its attorney duly authorized in writing
at the corporate trust operations office of the Trustee, but only in the manner, subject to the
limitations and upon payment of the charges provided in the Indenture and upon surrender and
cancellation of this Series 20__ Bond. Upon such transfer a new registered Bond will be issued
to the transferee in exchange therefor.
The Issuer, the Trustee and the Paying Agent may deem and treat the Registered Owner
hereof as the absolute owner hereof for the purpose of receiving payment of or on account of
principal hereof and premium, if any, hereon and interest due hereon and for all other purposes
6
and neither the Issuer nor the Trustee nor the Paying Agent shall be affected by any notice to the
contrary.
If sufficient funds are on deposit in the Bond Fund, the Series 20__ Bonds shall be
subject to redemption prior to maturity at the option of the Issuer on any date, upon thirty (30)
days’ notice, in whole or in part in such order of maturity as the Issuer shall direct and by lot
within maturities on any date, from any moneys made available for that purpose, at face value
and without premium, plus in each case accrued interest to the date fixed for redemption.
If any of the Series 20__ Bonds are called for redemption as aforesaid, notice thereof
identifying the Series 20__ Bonds to be redeemed will be given by mailing a copy of the
redemption notice by first class mail not less than thirty (30) days nor more than sixty (60) days
prior to the date fixed for redemption to the Registered Owner of the Series 20__ Bonds to be
redeemed at the address shown on the registration books; provided, however, that failure to give
such notice by mailing, or any defect therein with respect to any registered Series 20__ Bond,
shall not affect the validity of any proceedings for the redemption of other Series 20__ Bonds.
All Series 20__ Bonds so called for redemption will cease to bear interest on the
specified redemption date, provided funds for their redemption are on deposit at the place of
payment at that time, and shall no longer be protected by the Indenture and shall not be deemed
to be outstanding under the provisions of the Indenture.
This Series 20__ Bond is transferable by the Registered Owner hereof at the principal
corporate trust office of the Trustee upon surrender and cancellation of this Series 20__ Bond
and on presentation of a duly executed written instrument of transfer and thereupon a new Series
20__ Bond or Series 20__ Bonds of the same aggregate principal amount and maturity and in
authorized denominations will be issued to the transferee or transferees in exchange therefor.
The Series 20__ Bonds, and the interest payable thereon, do not and shall not
represent or constitute a debt of the Issuer within the meaning of the provisions of the
constitution or statutes of the State of Indiana or a pledge of the faith and credit of the
Issuer. The Series 20__ Bonds, as to both principal and interest, are not an obligation or
liability of the State of Indiana, or of any political subdivision or taxing authority thereof,
but are a special limited obligation of the Issuer and payable solely and only from the trust
estate consisting of funds and accounts held under the Indenture and the Pledged TIF
Revenues pledged and assigned for their payment in accordance with the Indenture
(“Trust Estate”). Neither the faith and credit nor the taxing power of the Issuer, the State
of Indiana or any political subdivision or taxing authority thereof is pledged to the
payment of the principal of, premium, if any, or the interest on this Series 20__ Bond. The
Series 20__ Bonds do not grant the owners or holders thereof any right to have the Issuer,
the State of Indiana or its General Assembly, or any political subdivision or taxing
authority of the State of Indiana, levy any taxes or appropriate any funds for the payment
of the principal of, premium, if any, or interest on the Series 20__ Bonds. No covenant or
agreement contained in the Series 20__ Bonds or the Indenture shall be deemed to be a
covenant or agreement of the Redevelopment Commission, the Carmel Economic
Development Commission (“Commission”), the Issuer or of any member, director, officer,
agent, attorney or employee of the Redevelopment Commission, the Commission or the
7
Issuer in his or her individual capacity, and neither the Redevelopment Commission,
Commission, the Issuer nor any member, director, officer, agent, attorney or employee of
the Redevelopment Commission, the Commission or the Issuer executing the Series 20__
Bonds shall be liable personally on the Series 20__ Bonds or be subject to any personal
liability or accountability by reason of the issuance of the Series 20__ Bonds.
The holder of this Series 20__ Bond shall have no right to enforce the provisions of the
Indenture or to institute action to enforce the covenants therein, or to take any action with respect
to any event of default under the Indenture, or to institute, appear in or defend any suit or other
proceedings with respect thereto, except as provided in the Indenture. In certain events, on the
conditions, in the manner and with the effect set forth in the Indenture, the principal of all the
Bonds issued under the Indenture and then outstanding may become or may be declared due and
payable before the stated maturity thereof, together with interest accrued thereon. Modifications
or alterations of the Indenture, or of any supplements thereto, may be made to the extent and in
the circumstances permitted by the Indenture. The Issuer’s obligation to pay Pledged TIF
Revenues shall not be subject to acceleration.
It is hereby certified that all conditions, acts and things required to exist, happen and be
performed under the laws of the State of Indiana and under the Indenture precedent to and in the
issuance of this Series 20__ Bond, exist, have happened and have been performed, and that the
issuance, authentication and delivery of this Series 20__ Bond have been duly authorized by the
Issuer.
This Series 20__ Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Indenture until the certificate of authentication
hereon shall have been duly executed by the Trustee.
IN WITNESS WHEREOF, the City of Carmel, Indiana, in Hamilton County, has caused
this Series 20__ Bond to be executed in its name and on its behalf by the manual or facsimile
signature of its Mayor and its corporate seal to be hereunto affixed manually or by facsimile and
attested to by the manual or facsimile signature of its Clerk all as of the Original Date.
CITY OF CARMEL, INDIANA
By:
Mayor
(SEAL)
Attest:
8
Clerk
(FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION)
This Series 20__ Bond is one of the Series 20__ Bonds described in the within mentioned
Trust Indenture.
[TRUSTEE], Trustee
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
____________________________ (Please Print or Typewrite Name and Address) the within
Series 20__ Bond and all rights, title and interest thereon, and hereby irrevocably constitutes and
appoints ____________________________ attorney to transfer the within Series 20__ Bond on
the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a Securities Transfer
Association recognized signature guarantee
program.
NOTICE: The signature of this assignment
must correspond with the name of the
registered owner as it appears upon the face
of the within Series 20__ Bond in every
particular, without alteration or enlargement
or any change whatever.
The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN. COM. as tenants in common
TEN. ENT. as tenants by the entireties
JT. TEN. as joint tenants with right of survivorship and not as tenants in
common
UNIF. TRANS.
9
MIN. ACT Custodian
(Cust.) (Minor)
under Uniform Transfers to Minors Act of
(State)
Additional abbreviations may also be used though not in the above list.
Exhibit A
Maturity Date Amount
Exhibit B
SCHEDULE OF OUTSTANDING BALANCE OF
CITY OF CARMEL, INDIANA ECONOMIC DEVELOPMENT
TAX INCREMENT REVENUE BOND, SERIES 20__
(NORTH END PHASE II PROJECT [– FEDERALLY TAXABLE])
Date Amount
Advance
Amount of
Payment
Outstanding
Balance
Acknowledgment
of City
Acknowledgment of
Trustee
(End of Bond Form)
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That in order to secure the
payment of the principal of and interest and premium, if any, on the Bonds to be issued under
10
this Indenture according to their tenor, purport and effect, and in order to secure the performance
and observance of all the covenants and conditions herein and in the Bonds contained, and in
order to declare the terms and conditions upon which the Bonds are issued, authenticated,
delivered, secured and accepted by all persons who shall from time to time be or become holders
thereof, and for and in consideration of the mutual covenants herein contained, of the acceptance
by the Trustee of the trust hereby created, and of the purchase and acceptance of the Bonds by
the holders or obligees thereof, the Issuer has executed and delivered this Indenture, and by these
presents does hereby convey, grant, assign, pledge and grant a security interest in, unto the
Trustee, its successor or successors and its or their assigns forever, with power of sale, all and
singular, the property hereinafter described (“Trust Estate”):
GRANTING CLAUSE
All right, title and interest of the Issuer in and to the Pledged TIF Revenues, subject to
Section 7.2(b) hereof (such pledge to be effective as set forth in IC 5-1-14-4 and IC 36-7-14-39
without filing or recording of this Indenture or any other instrument), the Financing Agreement
(except the rights reserved to the Issuer) and all moneys and the Qualified Investments held by
the Trustee from time to time in the Funds and Accounts created hereunder;
TO HAVE AND TO HOLD the same unto the Trustee, and its successor or successors
and its or their assigns forever;
IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth, to secure the
payment of the Bonds to be issued hereunder, and premium, if any, payable upon redemption or
prepayment thereof, and the interest payable thereon, and to secure also the observance and
performance of all the terms, provisions, covenants and conditions of this Indenture, and for the
benefit and security of all and singular the holders of all Bonds issued hereunder, and it is hereby
mutually covenanted and agreed that the terms and conditions upon which the Bonds are to be
issued, authenticated, delivered, secured and accepted by all persons who shall from time to time
be or become the holders thereof, and the trusts and conditions upon which the pledged moneys
and revenues are to be held and disbursed, are as follows:
ARTICLE I.
DEFINITIONS
Section 1.1. Terms Defined. In addition to the words and terms elsewhere defined in
this Indenture, the following words and terms as used in this Indenture shall have the following
meanings unless the context or use indicates another or different meaning or intent:
“Additional Bonds” shall have the meaning assigned in Section 2.8 of this Indenture.
“Annual Fees” means annual Trustee Fees and any other ongoing fees relating to
payment of debt service on the Series 20__ Bonds.
“Area” means the Old Town Economic Development Area as such area may be expanded
from time to time.
11
“Allocation Area” means the [Smokey & Monon Phase II Allocation Area] established as
an allocation area by the Redevelopment Commission, all in accordance with Indiana Code § 36-
7-14-39 for the purposes of capturing the TIF Revenues.
“Authorized Representative” means any officer of the Company as evidenced by written
certificate furnished to the Trustee containing the specimen signature of such person and signed
on behalf of the Company by its President.
“Bonds” means any Bonds issued pursuant to this Indenture, including the Series 20__
Bonds and any Additional Bonds.
“Business Day” means a day on which the office of the Trustee is open for business.
“Company” means [Old Town Companies, L.L.C./ North End Apartments LLC], or its
permitted successor or assign, as more fully provided in the Financing Agreement.
“Controller” means the Controller of the City.
“Costs of Construction” means the following categorical costs of providing for an
“economic development project” as defined and set forth in the Act:
(i) the “Bond Issuance Costs”, namely the costs, fees and expenses incurred
or to be incurred by the Issuer and the Company in connection with the issuance and sale
of the Series 20__ Bonds, including placement or other financing fees (including
applicable counsel fees), the fees and disbursements of bond counsel, fees of the Issuer’s
financial advisor, the acceptance fee and first year annual administration fee of the
Trustee, application fees and expenses, publication costs, the filing and recording fees in
connection with any filings or recording necessary under the Indenture or to perfect the
lien thereof, the out-of-pocket costs of the Issuer, the fees and disbursements of counsel
to the Company, the fees and disbursements of the Company’s accountants and advisers,
the fees and disbursements of counsel to the Issuer, the fees and disbursements of counsel
to the purchaser of the Bonds, the costs of preparing or printing the Series 20__ Bonds
and the documentation supporting the issuance of the Series 20__ Bonds, the costs of
reproducing documents, and any other costs of a similar nature reasonably incurred;
(ii) the “Capitalized Interest Costs”, namely a portion of the interest on the
Series 20__ Bonds from the date of their original delivery through and including
_________ 1, 20___;
(iii) the cost of insurance of all kinds that may be required or necessary in
connection with the construction of the Phase II Project;
(iv) all costs and expenses which Issuer or Company shall be required to pay,
under the terms of any contract or contracts (including the architectural and engineering,
development, and legal services with respect thereto), for the construction of the Phase II
Project; and
12
(v) any sums required to reimburse Issuer or Company for advances made by
either of them subsequent to the date of inducement by the Issuer for any of the above
items or for any other costs incurred and for work done by either of them which are
properly chargeable to the Phase II Project.
“Event of Default” means those events of default specified in and defined by Section 7.1
hereof.
“Financing Agreement” means the Financing [and Loan] Agreement, dated as of
____________ 1, 20___, between the Company and the Issuer and all amendments and
supplements thereto.
“Fiscal Year” shall mean a period of twelve consecutive months constituting the fiscal
year of the Company commencing on the first day of January of any year and ending on the last
day of December of such year, both inclusive, or such other period as hereafter may be
established from time to time for budgeting and accounting purposes by the Company or by the
governing body of any successor entity to the Company.
“Indenture” means this instrument as originally executed or as it may from time to time
be amended or supplemented pursuant to Article IX.
“Interest Payment Date” on the Series 20__ Bonds means each February 1 and August 1,
commencing ____________ 1, 20___.
“Interest Period” has the meaning set forth in the form of Series 20__ Bond set forth in
the recitals to this Indenture.
“Issuer” means the City of Carmel, Indiana, a municipal corporation organized and
validly existing under the laws of the State of Indiana or any successor to its rights and
obligations under the Financing Agreement and the Indenture.
“Opinion of Counsel” shall mean an opinion in writing signed by legal counsel who may
be an employee of or counsel to the Company.
“Ordinance” means Ordinance D-2719-24 adopted by the Common Council of the Issuer
on _____________, 20__ authorizing the issuance of the Bonds in or more series in the
aggregate principal amount not to exceed $______________.
“Outstanding” or “Bonds outstanding” means all Bonds which have been duly
authenticated, and delivered by the Trustee under this Indenture, except:
(b) Bonds canceled after purchase in the open market or because of payment at or
redemption prior to maturity;
(c) Bonds for the redemption of which cash or investments (but only to the extent that
the full faith and credit of the United States of America are pledged to the timely payment
thereof) shall have been theretofore deposited with the Trustee (whether upon or prior to the
maturity or redemption date of any such Bonds); provided that if such Bonds are to be redeemed
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prior to the maturity thereof, notice of such redemption shall have been given or arrangements
satisfactory to the Trustee shall have been made therefor, or waiver of such notice satisfactory in
form to the Trustee, shall have been filed with the Trustee; and
(d) Bonds in lieu of which others have been authenticated under Section 2.9.
“Paying Agent” means [Trustee], in its capacity as paying agent hereunder, and any
successor paying agent or co-paying agent.
“Phase II Project” means all or a portion of the Phase II Project, as defined in the Project
Agreement.
“Pledge Resolution” means Resolution No. __________ adopted by the Redevelopment
Commission on ______________, 20__, pledging and assigning the Pledged TIF Revenues to
the Issuer.
“Pledged TIF Revenues” means ninety percent (90%) of the TIF Revenues, for any given
year, received by the Redevelopment Commission, deposited into the Allocation Fund and
pledged and assigned to the Issuer in accordance with the terms of the Pledge Resolution. For
the avoidance of doubt, the term “Pledged TIF Revenues” used herein shall have the same
meaning as “Developer Increment Share” with respect to the “Phase II Project” as such terms are
defined and used in the Project Agreement.
“Project Agreement” means the Project Agreement (North End), dated July 8, 2021, as
amended by the First Amendment to Project Agreement, dated as of ________ __, 20__, each of
which is by and between the Redevelopment Commission and North End Apartments LLC.
“Qualified Investments” shall have the meaning assigned in the Financing Agreement.
“Record Date” means the fifteenth day of the month immediately preceding any Interest
Payment Date.
“Redevelopment Commission” means the City of Carmel Redevelopment Commission.
“Requisite Bondholders” means the holders of a majority in aggregate principal amount
of Bonds.
“Series 20__ Bonds” means the City of Carmel, Indiana Economic Development Tax
Increment Revenue Bonds, Series 20_____ (North End Phase II Project [- Federally Taxable]) in
the aggregate principal amount of $[XX,XXX,XXX].
“TIF Revenues” means one hundred percent (100%) of all property taxes derived each
year from the assessed valuation of real property in the Allocation Area as of each January 1 in
excess of the base assessed valuation for the Allocation Area described in IC 36-7-14-39(b)(1),
as such statutory provision exists on the date of execution of this Indenture, multiplied by the
current property tax rate (per $100 of net assessed value), and deposited into the Allocation
Fund.
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“Trust Estate” means the funds and accounts, TIF Revenues and other assets described in
the Granting Clauses of this Indenture.
“Trustee” means [Trustee], Indianapolis, Indiana, in its capacity as trustee hereunder, the
party of the second part hereto, and any successor trustee or co-trustee.
Section 1.2. Rules of Interpretation. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:
(a) “This Indenture” means this instrument as originally executed and as it may from
time to time be supplemented or amended pursuant to the applicable provisions hereof.
(b) All references in this instrument to designated “Articles,” “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as
originally executed. The words “herein,” “hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision.
(c) The terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular and the singular as well as the plural.
(d) All accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles as consistently applied.
(e) Any terms not defined herein but defined in the Financing Agreement shall have
the same meaning herein.
(f) The terms defined elsewhere in this Indenture shall have the meanings therein
prescribed for them.
Section 1.3. Exhibits. The following Exhibits are attached to and by reference made a
part of this Indenture:
Exhibit A: Description of Projects
(End of Article I)
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ARTICLE II.
THE BONDS
Section 2.1. Authorized Amount of Series 20__ Bonds. No Bonds may be issued
under the provisions of this Indenture except in accordance with this Article. The principal
amount of the Series 20__ Bonds (other than Bonds issued in substitution therefor pursuant to
Section 2.8 hereof) that may be issued is hereby expressly limited to $[XX,XXX,XXX].
Additional Bonds may be issued as provided in Section 2.8 hereof.
Section 2.2. Issuance of Series 20__ Bonds. The Series 20__ Bonds shall be
designated “City of Carmel, Indiana Economic Development Tax Increment Revenue Bonds,
Series 20_____ (North End Phase II Project [- Federally Taxable]).” The Series 20__ Bonds
shall be originally issuable as fully registered Bonds without coupons in denominations of
$100,000 and any $1.00 integral multiples thereafter and shall be lettered and numbered R-1 and
upward. Interest on the Series 20__ Bonds shall be paid to the owners of such Bonds determined
as of the close of business of the Record Date next preceding each Interest Payment Date at the
registered addresses of such owners as they shall appear on the registration books of the Trustee
notwithstanding the cancellation of any such Bonds upon any exchange or transfer thereof
subsequent to the Record Date and prior to such Interest Payment Date, except that, if and to the
extent that there shall be a default in the payment of the interest due on such interest payment
date, such defaulted interest shall be paid to the owners in whose name any such Bonds (or any
Bond issued upon transfer or exchange thereof) are registered at the close of business of the
Special Record Date (defined below) next preceding the date of payment of such defaulted
interest. Payment of interest to all Bondholders shall be by check drawn on the main office of
the Paying Agent and mailed to such Bondholder on each Interest Payment Date. The “Special
Record Date” shall be the date established by the Trustee for the payment of defaulted interest.
The Series 20__ Bonds shall be dated as of the date of their delivery. Interest shall be computed
on the basis of a 360 day year consisting of twelve 30-day months. The interest on the Series
20__ Bonds shall be payable on each February 1 and August 1, commencing on _________ 1,
20____.
Principal on the Series 20__ Bond shall be advanced from time to time by the Registered
Owner upon request of the Issuer. The unpaid principal amount of the Series 20__ Bond shall be
the total amounts advanced by the Registered Owner from time to time, less any prior
redemption of the principal amount due, as set forth on Exhibit B to the Series 20__ Bond. The
aggregate amount of advances made under this Series 20__ Bond may not exceed
$[XX,XXX,XXX], and the final advance of principal shall occur no later than February 1, 20__.
The principal amounts advanced shall be evidenced by the execution by the Controller of the
City of a Disbursement Request in form and substance satisfactory to the Registered Owner and
provided to the Trustee.
The Series 20__ Bonds shall bear interest from the Interest Payment Date next preceding
the date of authentication thereof, unless such date of authentication shall be subsequent to a
Record Date in which case they shall bear interest from the Interest Payment Date with respect to
such Record Date, provided, however that if, as shown by the records of the Trustee, interest on
the Series 20__ Bonds shall be in default, Series 20__ Bonds issued in exchange for Series 20__
16
Bonds surrendered for transfer or exchange shall bear interest from the date to which interest has
been paid in full on the Series 20__ Bonds or, if no interest has been paid on the Series 20__
Bonds, from the date of issuance and delivery of the Series 20__ Bonds. Series 20__ Bonds
authenticated on or prior to _____________ 15, 201___ shall bear interest from the date of
delivery of the Series 20__ Bonds.
The Series 20__ Bonds shall mature on the dates set forth below, beginning on _____ 1,
20___, and ending on ________ 1, 20___, in the amounts set forth below at the interest rate of
______% per annum:
Payment Date Amount Payment Date Amount
Section 2.3. Payment on Bonds. The principal of and interest on the Bonds shall be
payable in any coin or currency of the United States of America which, at the respective dates of
payment thereof, is legal tender for the payment of public and private debts. The final payments
on the Series 20__ Bonds shall be payable at the designated corporate trust operations office of
the Trustee. All other payments on the Series 20__ Bonds shall be made to the person appearing
on the Bond registration books of the Trustee as the registered owner of the Series 20__ Bonds
by check mailed to the registered owner thereof as shown on the registration books of the
Trustee, or, if payment is made to a depository, by wire transfer of immediately available funds
on the interest payment date. If the payment date occurs on a date when financial institutions are
not open for business, the wire transfer shall be made on the next succeeding business day. The
Trustee shall be instructed to wire transfer payments so that such payments are received at the
depository by 2:30 p.m. (New York City time).
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Section 2.4. Execution; Limited Obligation. The Bonds shall be executed on behalf of
the Issuer with the manual or facsimile signature of its Mayor and attested with the manual or the
facsimile signature of its Clerk and shall have impressed or printed thereon the corporate seal of
the Issuer. Such facsimiles shall have the same force and effect as if such officer had manually
signed each of the Bonds. If any officer whose signature or facsimile signature shall appear on
the Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such
facsimile shall, nevertheless, be valid and sufficient for all purposes, the same as if he had
remained in office until delivery.
The Bonds, and the interest payable thereon, do not and shall not represent or
constitute a debt of the Issuer, the State of Indiana or any political subdivision or taxing
authority thereof within the meaning of the provisions of the constitution or statutes of the
State of Indiana or a pledge of the faith and credit of the Issuer, the State of Indiana or any
political subdivision or taxing authority thereof. The Bonds, as to both principal and
interest, are not an obligation or liability of the State of Indiana, or of any political
subdivision or taxing authority thereof, but are a special limited obligation of the Issuer
and are payable solely and only from the trust estate consisting of funds and accounts held
under the Indenture and the Pledged TIF Revenues pledged and assigned for their
payment in accordance with the Indenture (“Trust Estate”). Neither the faith and credit
nor the taxing power of the Issuer, the State of Indiana or any political subdivision or
taxing authority thereof is pledged to the payment of the principal of, premium, if any, or
the interest on the Bond. The Bonds do not grant the owners or holders thereof any right
to have the Issuer, the State of Indiana or its General Assembly, or any political subdivision
or taxing authority of the State of Indiana, levy any taxes or appropriate any funds for the
payment of the principal of, premium, if any, or interest on the Bonds. No covenant or
agreement contained in the Bonds or the Indenture shall be deemed to be a covenant or
agreement of the Redevelopment Commission, the Carmel Economic Development
Commission (“Commission”), or of any member, director, officer, agent, attorney or
employee of the Redevelopment Commission, the Commission or the Issuer in his or her
individual capacity, and neither the Redevelopment Commission, the Commission nor any
member, director, officer, agent, attorney or employee of the Redevelopment Commission,
the Commission or the Issuer executing the Bonds shall be liable personally on the Bonds
or be subject to any personal liability or accountability by reason of the issuance of the
Bonds.
Section 2.5. Authentication. No Bond shall be valid or obligatory for any purpose or
entitled to any security or benefit under this Indenture unless and until the certificate of
authentication on such Bond substantially in the form hereinabove set forth shall have been duly
executed by the Trustee, and such executed certificate of the Trustee upon any such Bond shall
be conclusive evidence that such Bond has been authenticated and delivered under this
Indenture. The Trustee’s certificate of authentication on any Bond shall be deemed to have been
executed by it if signed by an authorized signatory of the Trustee, but it shall not be necessary
that the same person sign the certificate of authentication on all of the Bonds issued hereunder.
Section 2.6. Form of Bonds. The Bonds issued under this Indenture shall be
substantially in the form hereinabove set forth with such appropriate variations, omissions and
insertions as are permitted or required by this Indenture.
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Section 2.7. Delivery of Series 20__ Bonds. Upon the execution and delivery of this
Indenture, the Issuer shall execute and deliver to the Trustee the Series 20__ Bonds in the
aggregate principal amount of $[XX,XXX,XXX]. The Trustee shall authenticate such Series
20__ Bonds and deliver them to the purchasers thereof upon receipt of:
(i) A copy, duly certified by the Clerk of the Issuer, of the Ordinance adopted
and approved by the Issuer authorizing the execution and delivery of the
Financing Agreement and this Indenture and the issuance of the Series
20__ Bonds.
(ii) A copy, duly certified by the Secretary of the Redevelopment
Commission, of the Pledge Resolution adopted and approved by the
Redevelopment Commission pledging the Pledged TIF Revenues to the
payment of the Series 20__ Bonds.
(iii) Executed counterparts of the Financing Agreement and Indenture.
(iv) A written request of the Issuer to the Trustee requesting the Trustee to
authenticate, or cause to be authenticated, and deliver the Series 20__
Bonds in the principal amount of $[XX,XXX,XXX] to the purchasers
thereof.
(v) Such other documents as shall be required by the Requisite Bondholders.
The proceeds of the Series 20__ Bonds shall be paid over to the Trustee and deposited to
the credit of various Funds as hereinafter provided under Section 3.1 hereof.
Section 2.8. Issuance of Additional Bonds. One or more series of Bonds payable from
the Pledged TIF Revenues in addition to the Series 20__ Bonds (“Additional Bonds”), may be
authenticated and delivered from time to time for one or more of the purposes of (i) refunding
entirely one or more series of Bonds outstanding hereunder, if such Bonds may otherwise be
refunded, (ii) advance refunding entirely one or more series of Bonds outstanding hereunder,
regardless of whether such Bonds may otherwise be refunded, if the same is then permitted by
law by depositing with the Trustee, in trust for the sole benefit of such series of Bonds, cash or
investments (but only to the extent that the full faith and credit of the United States of America
are pledged to the timely payment thereof) in a principal amount which will, together with the
income or increment to accrue thereon, be sufficient to pay and redeem (when redeemable) and
discharge such series of Bonds at or before their respective maturity dates, and (iii) financing the
cost or estimated cost incurred or to be incurred by the Company in completing the Phase II
Project or acquiring and/or constructing additional improvements, but not otherwise, and, in each
case, obtaining additional funds to pay the costs to be incurred in connection with the issuance of
such Additional Bonds, to establish reserves with respect thereto and to pay interest during the
estimated construction period of completing the additional improvements, if any.
Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with
the Trustee:
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(i) A supplement to this Indenture executed by the Issuer and the Trustee
authorizing the issuance of such Additional Bonds, specifying the terms
thereof and providing for the disposition of the proceeds of the sale
thereof.
(ii) The supplement or amendment to the Financing Agreement and the other
instruments, documents, certificates, and opinions referred to in Section
6.1 of the Financing Agreement.
(iii) A copy, duly certified by the Clerk of the Issuer, of the Ordinance, and, if
necessary, any amendments or supplements theretofore adopted and
approved by the Issuer authorizing the execution and delivery of such
supplemental indenture and such supplement to the Financing Agreement
and the issuance of such Additional Bonds.
(iv) A written request of the Issuer to the Trustee to authenticate and deliver
such Additional Bonds.
(v) Satisfaction of the provisions of the Pledge Resolution for the issuance of
Additional Bonds.
Any Additional Bonds issued in accordance with the terms of this Section 2.8 shall be
secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest
rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by
the Issuer, at the direction of the Company, and the purchaser of such Additional Bonds.
Notwithstanding anything in this Indenture or the Bonds to the contrary, no Additional Bonds
shall be issued under this Indenture without the prior consent of the Requisite Bondholders and
the Company.
Section 2.9. Mutilated, Lost, Stolen, or Destroyed Bonds. If any Bond is mutilated,
lost, stolen or destroyed, then, in the absence of notice to the Trustee that such Bond has been
acquired by a bona fide purchaser, the Issuer may execute and the Trustee may authenticate a
new Bond of like date, maturity and denomination as that mutilated, lost, stolen or destroyed;
provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered
to the Issuer, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished
to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee, together with
indemnity satisfactory to it.
If any such Bond shall have matured, instead of issuing a duplicate Bond the Issuer may
pay the same without surrender thereof; provided, however, that in the case of a lost, stolen or
destroyed Bond, there shall be first furnished to the Trustee evidence of such loss, theft or
destruction satisfactory to the Trustee, together with indemnity satisfactory to it. The Trustee
may charge the holder or owner of such Bond with their reasonable fees and expenses in this
connection. Any Bond issued pursuant to this Section 2.9 shall be deemed part of the original
series of Bonds in respect of which it was issued and an original additional contractual obligation
of the Issuer.
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Section 2.10. Registration and Exchange of Bonds; Persons Treated as Owners. The
Issuer shall cause books for the registration and for the transfer of the Bonds as provided in this
Indenture to be kept by the Trustee which is hereby constituted and appointed the registrar of the
Issuer. Upon surrender for transfer of any fully registered Bond at the principal office of the
Trustee, duly endorsed by, or accompanied by a written instrument or instruments of transfer in
form satisfactory to the Trustee and duly executed by the registered owner or his attorney duly
authorized in writing, the Issuer shall execute and the Trustee shall authenticate and deliver in
the name of the transferee or transferees a new fully registered Bond or Bonds of the same series
and the same maturity for a like aggregate principal amount. The execution by the Issuer of any
fully registered Bond without coupons of any denomination shall constitute full and due
authorization of such denomination, and the Trustee shall thereby be authorized to authenticate
and deliver such registered Bond. The Trustee shall not be required to transfer or exchange any
fully registered Bond during the period between the Record Date and any interest payment date
of such Bond, nor to transfer or exchange any Bond after the mailing of notice calling such Bond
for redemption has been made, nor during a period of fifteen (15) days next preceding mailing of
a notice of redemption of any Bonds.
As to any fully registered Bond, the person in whose name the same shall be registered
shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of
principal or interest thereon, shall be made only to or upon the order of the registered owner
thereof or its legal representative, but such registration may be changed as hereinabove provided.
All such payments shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(End of Article II)
21
ARTICLE III.
APPLICATION OF SERIES 20__ BONDS PROCEEDS
Section 3.1. Deposit of Funds. The initial amount of principal drawn on the Series
20__ Bonds at closing shall be in the amount of $______________, of which $_____________
shall be deposited with the Trustee in the Bond Interest Account of the Construction Fund and be
used to pay Capitalized Interest Costs, and $___________ shall be deposited with the Trustee in
the Construction Account of the Construction Fund and used to pay Costs of Construction,
including the Bond Issuance Costs set forth in Exhibit B which the Trustee is hereby authorized
to pay. The Issuer shall deposit with Trustee in the Construction Fund all remaining draws of
principal on the Series 20__ Bonds which shall be disbursed as provided in Section 4.4. The
deposit of the proceeds of any Additional Bonds shall be as set forth in a supplement to this
Indenture in connection with the issuance of such series of Additional Bonds.
(End of Article III)
22
ARTICLE IV.
REVENUE AND FUNDS
Section 4.1. Source of Payment of Bonds. The Bonds herein authorized and all
payments to be made by the Issuer hereunder are not general obligations of the Issuer but are
limited obligations payable solely from the Trust Estate as authorized by the Act and as provided
herein. No covenant or agreement contained in the Bonds or this Indenture shall be deemed to
be a covenant or agreement of the Issuer or of any member, director, officer, agent, attorney or
employee of the Issuer in his or her individual capacity, and neither the Issuer nor any member,
director, officer, agent, attorney, or employee of the Issuer executing the Bonds shall be liable
personally on the Bonds or be subject to any personal liability or accountability by reason of the
issuance of the Bonds.
Section 4.2. Bond Fund. The Trustee shall establish and maintain, so long as any of
the Bonds are outstanding, a separate fund to be known as the “Bond Fund.” Money in the Bond
Fund shall be applied as provided in this Section 4.2.
There shall be deposited in the Bond Fund, as and when received, (a) TIF Revenues in an
amount not to exceed the payments due on the Series 20__ Bonds on the next February 1 or
August 1 plus Annual Fees coming due in the following six months; (b) proceeds of the Series
20__ Bonds to be used to pay interest thereon; (c) any amount remaining in the Construction
Fund to be transferred to the Bond Fund pursuant to Section 4.4 of the Indenture, and any
amount remaining in the Construction Fund to be transferred to the Bond Fund pursuant to the
Indenture upon acceleration of the maturity of the Series 20__ Bonds; and (d) all interest and
other income derived from investments of Bond Fund moneys as provided herein. The Issuer
hereby covenants and agrees that so long as any of the Bonds issued hereunder are outstanding it
will deposit, or cause to be paid to Trustee for deposit in the Bond Fund for its account, all
revenues and receipts derived from the Pledged TIF Revenues promptly to meet and pay the
principal of, premium, if any, and interest on the Bonds as the same become due and payable.
Nothing herein should be construed as requiring Issuer to deposit or cause to be paid to Trustee
for deposit in the Bond Fund, funds from any source other than receipts derived from the
Pledged TIF Revenues.
The Controller of the Issuer shall set aside immediately upon receipt the Pledged TIF
Revenues into the Issuer’s Allocation Fund as created by IC 36-7-14 and transfer the Pledged
TIF Revenues to the Trustee as set forth in Section 4.5. The Trustee is hereby directed to deposit
the Pledged TIF Revenues into the Bond Fund in the manner prescribed in this Section 4.2 and in
Section 4.5.
Moneys in the Bond Fund shall be used by the Trustee to pay interest, premium, if any,
and principal on the Bonds as they become due at maturity, redemption or upon acceleration.
The Trustee shall transmit such funds to the Paying Agent for any series of Bonds in sufficient
time to insure that such interest will be paid as it becomes due. Any Pledged TIF Revenues not
needed to pay debt service on the Series 20__ Bonds on the next February 1 or August 1, plus
any Annual Fees coming due in the following six months, shall be transferred to the Surplus
Fund.
23
Section 4.3. Surplus Fund. The Trustee shall establish and maintain a separate fund to
be known as the “Surplus Fund.” Money in the Surplus Fund shall be applied as provided in this
Section 4.3.
The Trustee shall deposit in the Surplus Fund, as and when received, all Pledged TIF
Revenues in excess of payments due on the Series 20__ Bonds on the next February 1 or August
1, plus any Annual Fees coming due in the following six months, as provided in Section 4.2. At
the written direction of the Issuer, Pledged TIF Revenues in the Surplus Fund shall, without
further authorization, be used for any other purpose permitted by law.
Section 4.4. Construction Fund. The Issuer shall establish with the Trustee a separate
fund to be known as the Construction Fund, to the credit of which the deposits are to be made as
required by Section 3.1 hereof. The Construction Fund shall consist of the Construction Account
and the bond Interest Account. The Bond Interest Account shall be used to pay Capitalized
Interest Costs, and the Construction Account shall be used to pay Costs of Construction (other
than Capitalized Interest Costs, except to the extent moneys in the Bond Interest Account are
insufficient to pay Capitalized Interest Costs when due).
(a) Bond Issuance Costs of the Series 20__ Bonds (other than those identified in
Exhibit B hereto, for which the execution of this Indenture provides authorization to the Trustee
to pay) shall only be paid or reimbursed upon submission of a requisition signed by the Issuer
and the Company.
(b) Except as set forth in subparagraph (a) of this Section 4.4, moneys on deposit in
the Construction Account shall be paid out from time to time by the Trustee to or upon the order
of the Company to pay or reimburse costs of issuance of the Series 20__ Bonds and to or upon
the order of the Company in order to pay, or as reimbursement to the Company for payment
made, for the Costs of Construction, upon receipt by the Trustee of the written request signed by
the Authorized Representative of the Company:
(1) stating that the costs of an aggregate amount set forth in such
written request have been made or incurred and were necessary for the
construction of the Phase II Project and were made or incurred in accordance with
the construction contracts, plans and specifications, or purchase contracts therefor
then in effect or that the amounts set forth in such written request are for
allowable Costs of Construction of the Phase II Project;
(2) stating that the amount paid or to be paid, as set forth in such
written request, is reasonable and represents a part of the amount payable for the
Costs of Construction of the Phase II Project all in accordance with the cost
budget; and that such payment was not paid in advance of the time, if any, fixed
for payment and was made in accordance with the terms of any contracts
applicable thereto and in accordance with usual and customary practice under
existing conditions;
(3) stating that no part of the said costs was included in any written
request previously filed with the Trustee under the provisions hereof;
24
(4) stating that such costs are appropriate for the expenditure of
proceeds of the Bonds under the Act; and
(5) stating a recap of vendors and the amount paid .
(c) The Trustee shall rely fully on any such request delivered pursuant to this Section
and shall not be required to make any investigation in connection therewith.
(d) The Issuer shall deliver to the Trustee within fifteen (15) days of completion of
the Phase II Project, in addition to the items required by (b) above, a certificate of its Authorized
Representative of the Company:
(i) stating the date that the Phase II Project was completed; and
(ii) stating that it has made such investigation of such sources of information
as are deemed by him to be necessary, including pertinent records of the
Issuer, and is of the opinion that the Phase II Project has been fully paid
for, and that no claim or claims exist against the Issuer or against the
properties of either out of which a lien based on furnishing labor or
material for the Phase II Project exists or might ripen; provided, however,
there may be excepted from the foregoing statement any claim or claims
out of which a lien exists or might ripen if the Company intends to contest
such claim or claims, in which event such claim or claims shall be
described; provided, further, however, that it shall be stated that funds are
on deposit in the Construction Fund sufficient to make payment of the full
amount which might in any event be payable in order to satisfy such claim
or claims.
If such certificate shall state that there is a claim or claims in controversy which create or
might ripen into a lien, there shall be filed with the Issuer and the Trustee a certificate of the
Company when and as such claim or claims shall have been fully paid.
If, after payment by the Trustee of all orders theretofore tendered to the Trustee under the
provisions of subparagraph (b) of this Section 4.4 and after receipt of the statement mentioned in
subparagraph (d)(i) and (ii) of this Section 4.4, there shall remain any balance of moneys in the
Construction Fund, Trustee shall transfer all moneys then in the Construction Fund (except any
disputed claims described in the completion certificate required in Section 4.3(d) hereof) to the
Bond Fund. The Trustee, as directed in writing by the Issuer, shall use any amount transferred to
the Bond Fund to prepay the Series 20__ Bonds at the earliest redemption date.
Section 4.5. TIF Revenues. On or before each January 15 and July 15, commencing
___________ 15, 20___, the Issuer shall transfer to the Trustee, for deposit into the Bond Fund
and the Surplus Fund, the Pledged TIF Revenues for the payment of the Series 20__ Bonds. The
balance of any Pledged TIF Revenues in excess of such requirements of the Bond Fund shall be
deposited into the Surplus Fund.
Section 4.6. Trust Funds. All moneys and securities received by the Trustee under the
provisions of this Indenture, shall be trust funds under the terms hereof and shall not be subject
25
to lien or attachment of any creditor of the Issuer or of the Company. Such moneys shall be held
in trust and applied in accordance with the provisions of this Indenture.
Section 4.7. Investment. Moneys on deposit in the Funds established in this Article IV
hereof shall be invested as provided in Section 6.8 hereof.
(End of Article IV)
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ARTICLE V.
REDEMPTION OF SERIES 20__ BONDS BEFORE MATURITY
Section 5.1. Redemption Dates and Prices.
(a) The Series 20__ Bonds are subject to optional redemption by the Issuer, prior to
maturity, on any date, in whole or in part, in such order of maturity as the Issuer shall direct and
within maturities, at face value, without premium, plus in each case accrued interest to the date
fixed for redemption.
Section 5.2. Notice of Redemption. In the case of redemption of Series 20__ Bonds
pursuant to Section 5.1(a) hereof, notice of the call for any such redemption identifying the
Series 20__ Bonds, or portions of fully registered Series 20__ Bonds, to be redeemed shall be
given by mailing a copy of the redemption notice by first class mail not less than thirty (30) days
nor more than sixty (60) days prior to the date fixed for redemption to the registered Owner of
each Series 20__ Bond to be redeemed at the address shown on the registration books. Such
notice of redemption shall specify the CUSIP number, if any, and, in the event of a partial
redemption the Series 20__ Bond numbers and called amounts of each Series 20__ Bond, the
redemption date, principal amount, interest rate, maturity date and the name and address of the
Trustee and the Paying Agent; provided, however, that failure to give such notice by mailing, or
any defect therein, with respect to any such registered Series 20__ Bond shall not affect the
validity of any proceedings for the redemption of other Series 20__ Bonds.
On and after the redemption date specified in the aforesaid notice, such Series 20__
Bonds, or portions thereof, thus called shall not bear interest, shall no longer be protected by this
Indenture and shall not be deemed to be outstanding under the provisions of this Indenture, and
the holders thereof shall have the right to receive only the redemption price thereof plus accrued
interest thereon to the date fixed for redemption.
Section 5.3. Cancellation. All Bonds which have been redeemed in whole shall be
canceled or otherwise destroyed by the Trustee in accordance with the customary practices of the
Trustee and applicable record retention requirements and shall not be reissued.
Section 5.4. Redemption Payments. Prior to the date fixed for redemption in whole,
funds shall be deposited with Trustee to pay, and Trustee is hereby authorized and directed to
apply such funds to the payment of the Bonds or portions thereof called, together with accrued
interest thereon to the redemption date. Upon the giving of notice and the deposit of funds for
redemption, interest on the Bonds thus called shall no longer accrue after the date fixed for
redemption. No payment shall be made by the Paying Agent upon any Bond until such Bond
shall have been delivered for payment or cancellation or the Trustee shall have received the
items required by Section 2.8 hereof with respect to any mutilated, lost, stolen or destroyed
Bond.
Section 5.5. Partial Redemption of Bonds. If fewer than all of the Series 20__ Bonds
at the time outstanding are to be called for redemption, the maturities of Series 20__ Bonds or
portions thereof to be redeemed shall be selected by the Trustee at the written direction of the
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Company. If fewer than all of the Series 20__ Bonds within a maturity are to be redeemed, the
Trustee shall select in such equitable manner as the Trustee may determine, the Series 20__
Bonds or portions of Series 20__ Bonds within such maturity that shall be redeemed. The
Trustee shall call for redemption in accordance with the foregoing provisions as many Series
20__ Bonds or portions thereof as will, as nearly as practicable, exhaust the moneys available
therefor. Particular Series 20__ Bonds or portions thereof shall be redeemed only in the
minimum principal amount of $100,000 and any $1 integral multiples thereafter.
If less than the entire principal amount of any registered Series 20__ Bond then
outstanding is called for redemption, then upon notice of redemption given as provided in
Section 5.2 hereof, the owner of such registered Series 20__ Bond shall surrender such Series
20__ Bond to the Paying Agent in exchange for (a) payment of the redemption price of, plus
accrued interest on the principal amount called for redemption and (b) a new Series 20__ Bond
or Series 20__ Bonds of like series in an aggregate principal amount equal to the unredeemed
balance of the principal amount of such registered Series 20__ Bond, which shall be issued
without charge therefor.
(End of Article V)
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ARTICLE VI.
GENERAL COVENANTS
Section 6.1. Payment of Principal and Interest. The Issuer covenants that it will
promptly pay the principal of, premium, if any, and interest on every Bond issued under this
Indenture at the place, on the dates and in the manner provided herein and in the Bonds
according to the true intent and meaning thereof. The principal, interest and premium, if any, on
the Bonds are payable solely and only from the Trust Estate including the Pledged TIF Revenues
which are hereby specifically pledged and assigned to the payment thereof in the manner and to
the extent herein specified, and nothing in the Bonds or in this Indenture should be considered as
pledging any other funds or assets of the Issuer. The Bonds, and the interest payable thereon,
do not and shall not represent or constitute a debt of the Issuer within the meaning of the
provisions of the constitution or statutes of the State of Indiana or a pledge of the faith and
credit of the Issuer. The Bonds, as to both principal and interest, are not an obligation or
liability of the State of Indiana, or of any political subdivision or taxing authority thereof,
but are a special limited obligation of the Issuer and are payable solely and only from the
Trust Estate including the Pledged TIF Revenues pledged and assigned for their payment
in accordance with the Indenture. Neither the faith and credit nor the taxing power of the
Issuer, the State of Indiana or any political subdivision or taxing authority thereof is
pledged to the payment of the principal of, premium, if any, or the interest on the Bonds.
The Bonds do not grant the owners or holders thereof any right to have the Issuer, the
State of Indiana or its General Assembly, or any political subdivision or taxing authority of
the State of Indiana, levy any taxes or appropriate any funds for the payment of the
principal of, premium, if any, or interest on the Bonds. The Issuer has no taxing power
with respect to the Bonds. No covenant or agreement contained in the Bonds or this
Indenture shall be deemed to be a covenant or agreement of the Redevelopment
Commission, the Commission, or of any member, director, officer, agent, attorney or
employee of the Redevelopment Commission, the Commission or the Issuer in his or her
individual capacity, and neither the Redevelopment Commission, the Commission nor any
member, director, officer, agent, attorney or employee of the Redevelopment Commission,
Commission or the Issuer executing the Bonds shall be liable personally on the Bonds or be
subject to any personal liability or accountability by reason of the issuance of the Bonds.
Section 6.2. Performance of Covenants. The Issuer covenants that it will faithfully
perform at all times any and all covenants, undertakings, stipulations and provisions contained in
this Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all
proceedings of its members pertaining thereto. The Issuer represents that it is duly authorized
under the constitution and laws of the State of Indiana to issue the Bonds authorized hereby and
to execute this Indenture, and to pledge the Pledged TIF Revenues in the manner and to the
extent herein set forth; that all action on its part for the issuance of the Bonds and the execution
and delivery of this Indenture has been duly and effectively taken, and that the Bonds in the
hands of the holders and owners thereof are and will be valid and enforceable obligations of the
Issuer according to the import thereof, subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws, judicial decisions and principles of equity relating to or
affecting creditors’ rights generally and subject to the valid exercise of the constitutional powers
of the Issuer, the State of Indiana and the United States of America.
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Section 6.3. Ownership; Instruments of Further Assurance. The Issuer covenants that
it will defend its interest in the Financing Agreement to the Trustee, for the benefit of the holders
and owners of the Bonds against the claims and demands of all persons whomsoever. The Issuer
covenants that it will do, execute, acknowledge and deliver or cause to be done, executed,
acknowledged and delivered, such indentures supplemental hereto and such further acts,
instruments and transfers as the Trustee may reasonably require for the better assuring,
transferring, mortgaging, conveying, pledging, assigning and confirming unto the Trustee, the
Financing Agreement.
Section 6.4. Filing of Indenture, Financing Agreement and Security Instruments. The
Issuer, upon the written direction and at the sole expense of the Company, shall cause this
Indenture, the Financing Agreement and all supplements thereto as well as such other security
instruments, financing statements and all supplements thereto and other instruments (other than
continuation statements, which, if applicable, will be filed by the Trustee) as may be required
from time to time to be filed in such manner and in such places as may be required by law in
order to fully preserve and protect the lien hereof and the security of the holders and owners of
the Bonds and the rights of the Trustee hereunder. This Section 6.4 shall impose no duty to
record or file the instruments noted above where filing or recordation is not required by law in
order to perfect a security interest. Continuation of financing statements may be filed without
consent of the debtor parties thereto.
Section 6.5. Inspection of Books. The Issuer covenants and agrees that all books and
documents in its possession relating to the Phase II Project and the revenues derived from the
Phase II Project shall at all times be open to inspection by such accountants or other agents as the
Trustee may from time to time designate.
Section 6.6. List of Bondholders. The Trustee will keep on file at the corporate trust
office of the Trustee a list of names and addresses of the holders of all Bonds. At reasonable
times and under reasonable regulations established by the Trustee, said list may be inspected and
copied by the Company or by holders and/or owners (or a designated representative thereof) of
25% or more in principal amount of Bonds then outstanding, such ownership and the authority of
any such designated representative to be evidenced to the satisfaction of the Trustee.
Section 6.7. Rights Under Financing Agreement. The Issuer agrees that the Trustee in
its name or in the name of the Issuer may enforce all rights of the Issuer and all obligations of the
Company under and pursuant to the Financing Agreement for and on behalf of the Bondholders,
whether or not the Issuer is in default hereunder.
Section 6.8. Investment of Funds. Moneys in the Funds established hereunder may be
invested in Qualified Investments to the extent and in the manner provided for in Section 3.9 of
the Financing Agreement. The Trustee shall not be liable or responsible for any loss resulting
from any such investment. The interest accruing thereon and any profit realized from such
investments shall be credited, and any loss resulting from such investments shall be charged to
the fund in which the money was deposited.
Section 6.9. Non-presentment of Bonds. If any Bond shall not be presented for
payment when the principal thereof becomes due, either at maturity, or at the date fixed for
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redemption thereof, or otherwise, if funds sufficient to pay any such Bond shall have been made
available to Paying Agent for the benefit of the holder or holders thereof, all liability of Issuer to
the holder thereof for the payment of such Bond shall forthwith cease, determine and be
completely discharged, and thereupon it shall be the duty of Paying Agent to hold such funds for
four (4) years without liability for interest thereon, for the benefit of the holder of such Bond,
who shall thereafter be restricted exclusively to such funds, for any claim of whatever nature on
his part under this Indenture or on, or with respect to, such Bond.
(End of Article VI)
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ARTICLE VII.
DEFAULTS AND REMEDIES
Section 7.1. Events of Default. Each of the following events is hereby declared an
“event of default,” that is to say, if:
(a) payment of any amount payable on the Bonds shall not be made when the same is
due and payable, unless the Requisite Bondholders shall have consented thereto, however, if the
Issuer is unable to pay to the Trustee any or sufficient TIF Revenues with which to make
payment to the Bondholders, it shall not constitute an Event of Default; or; or
(b) any event of default as defined in Section 4.1 of the Financing Agreement shall
occur and be continuing, unless the Requisite Bondholders shall have consented thereto; or
(c) the Issuer shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Bonds or in this Indenture or
any agreement supplemental hereof on the part of the Issuer to be performed, and such default
shall continue for thirty (30) days after written notice specifying such default and requiring the
same to be remedied shall have been given to the Issuer and the Company by the Trustee, which
may give such notice in its discretion and shall give such notice at the written request of the
holders of all of the Bonds then outstanding hereunder; or
(d) the Issuer shall fail to apply collected TIF Revenues as required by Article IV of
this Indenture.
Section 7.2. Acceleration; Termination of TIF Revenue Pledge.
(a) Upon the happening of any event of default specified in clause (a), (b) or (c) of
Section 7.1 and the continuance of the same for the period, if any, specified in that Section, and
with the prior consent of Requisite Bondholders, the Trustee, by notice in writing delivered to
the Issuer and the Company may declare the entire unpaid principal amount of the Bonds then
outstanding, and the interest accrued thereon, to be immediately due and payable. The Issuer’s
obligation to pay TIF Revenues shall not be subject to acceleration.
(b) Upon the happening of any event of default specified in clause (a), (b) or (c) of
Section 7.1 and the continuance of the same for the period, if any, specified in that Section, and
notwithstanding Section 7.4 hereof, the pledge of the Pledged TIF Revenues to the payment of
the Bonds shall immediately terminate and be of no further force and effect, the Pledged TIF
Revenues shall no longer be deemed part of the Trust Estate under this Indenture, the Issuer shall
have no further obligation to make any transfers of TIF Revenues to the Trustee under Section
4.2 or Section 4.4 hereof, and the Bonds will be deemed defeased and paid in full, without any
action of the Trustee or Bondholders.
Section 7.3. Remedies; Rights of Bondholders.
(i) If an event of default occurs, with the consent of Requisite Bondholders,
the Trustee may pursue any available remedy by suit at law or in equity to
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enforce the payment of the principal of, premium, if any, and interest on
the Bonds then outstanding, to enforce any obligations of the Issuer
hereunder, and of the Company under the Financing Agreement.
(ii) Upon the occurrence of an event of default, if directed to do so by the
Requisite Bondholders and if indemnified as provided in Section 8.1
hereof, the Trustee shall be obliged to exercise such one or more of the
rights and powers conferred by this Article as the Trustee, being advised
by counsel, shall deem most expedient in the interests of the Bondholders.
(iii) No remedy by the terms of this Indenture conferred upon or reserved to
the Trustee (or to the Bondholders) is intended to be exclusive of any
other remedy, but each and every such remedy shall be cumulative and
shall be in addition to any other remedy given to the Trustee or to the
Bondholders hereunder or now or hereafter existing at law or in equity or
by statute.
(iv) No delay or omission to exercise any right or power accruing upon any
event of default shall impair any such right or power or shall be construed
to be a waiver of any event of default or acquiescence therein, and every
such right and power may be exercised from time to time as may be
deemed expedient.
(v) No waiver of any event of default hereunder, whether by the Trustee or by
the Bondholders, shall extend to or shall affect any subsequent event of
default or shall impair any rights or remedies consequent thereon.
Section 7.4. Right of Bondholders to Direct Proceedings. Anything in this Indenture to
the contrary notwithstanding, except as provided in Section 7.2(b) hereof, the Requisite
Bondholders shall have the right, at any time, by an instrument or instruments in writing
executed and delivered to the Trustee, to direct the time, the method and place of conducting all
proceedings to be taken in connection with the enforcement of the terms and conditions of this
Indenture, or for the appointment of a receiver or any other proceedings hereunder; provided,
that such direction shall not be otherwise than in accordance with the provisions of law and of
this Indenture, and provided that the Trustee is obligated to pursue its remedies under the
provisions of Section 7.2 hereof before any other remedies are sought.
Section 7.5. Application of Moneys. Notwithstanding anything herein to the contrary,
all moneys received by the Trustee pursuant to any right given or action taken under the
provisions of this Article and any other moneys held as part of the Trust Estate shall, after
payment of the cost and expenses of the proceedings resulting in the collection of such moneys
and of the outstanding fees, expenses, liabilities and advances incurred or made by the Trustee or
the Issuer, and the creation of a reasonable reserve for anticipated fees, costs and expenses, be
deposited in the Bond Fund and all moneys in the Bond Fund shall be applied as follows:
(a) Unless the principal of all the Bonds shall have become or shall have been
declared due and payable, all such moneys shall be applied:
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First: To the payment to the persons entitled thereto of all installments of interest
then due on the Bonds, in the order of the maturity of the installments of such interest,
and if the amount available shall not be sufficient to pay in full any particular installment,
then to the payment ratably, according to the amounts due on such installment, to the
persons entitled thereto, without any discriminations or privilege; and
Second: To the payment to the persons entitled thereto of the unpaid principal of
and premium, if any, of the Bonds which shall have become due (other than Bonds called
for redemption for the payment of which moneys are held pursuant to the provisions of
this Indenture), in the order of their due dates, with interest on such Bonds from the
respective dates upon which they become due, and if the amount available shall not be
sufficient to pay in full Bonds due on any particular date, together with such interest, then
to the payment ratably, according to the amount of principal due on such date, to the
persons entitled thereto without any discrimination or privilege.
Third: To the payment of the balance, if any, to the Company or its successors or
assigns, upon the written request of the Company or to whomsoever may be lawfully
entitled to receive the same upon its written request, or as any court of competent
jurisdiction may direct, except for any remaining TIF Revenues which shall be paid to the
Redevelopment Commission.
(b) If the principal of all the Bonds shall have become due or shall have been
declared due and payable, all such moneys shall be applied to the payment of the principal and
interest then due and unpaid upon the Bonds, without preference or priority of principal over
interest or of interest over any other installment of interest, according to the amounts due
respectively for principal and interest, to the persons entitled thereto without any discrimination
or privilege.
(c) If the principal of all the Bonds shall have been declared due and payable, and if
such declaration shall thereafter have been rescinded and annulled under the provisions of this
Article then, subject to the provisions of subsection (b) of this Section in the event that the
principal of all the Bonds shall later become due or be declared due and payable, the moneys
shall be applied in accordance with the provisions of subsection (a) of this Section.
Whenever moneys are to be applied pursuant to the provisions of this Section, such
moneys shall be applied at such times, and from time to time, as the Trustee shall determine,
having due regard to the amount of such moneys available for application and the likelihood of
additional moneys becoming available for such application in the future. Whenever the Trustee
shall apply such funds, it shall fix the date (which shall be an interest payment date unless it shall
deem another date more suitable) upon which such application is to be made and upon such date
interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee
shall give such notice as it may deem appropriate of the deposit with it of any such moneys and
of the fixing of any such date and shall not be required to make payment to the holder of any
Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for
cancellation if fully paid.
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Section 7.6. Remedies Vested In Trustee. All rights of action (including the right to
file proof of claims) under this Indenture or under any of the Bonds may be enforced by the
Trustee without the possession of any of the Bonds or the production thereof in any trial or other
proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be
brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any
holders of the Bonds, and any recovery of judgment shall, subject to the provisions of Section
7.5 hereof, be for the equal benefit of the holders of the outstanding Bonds. However, the
Trustee may only act with the consent and direction of the Requisite Bondholders.
Section 7.7. Rights and Remedies of Bondholders. No holder of any Bond shall have
any right to institute any suit, action or proceeding in equity or at law for the enforcement of this
Indenture or for the execution of any trust thereof or for the appointment of a receiver or any
other remedy hereunder, unless a default has occurred of which the Trustee has been notified as
provided in subsection (g) of Section 8.1, or of which by said subsection it is deemed to have
notice, nor unless also such default shall have become an Event of Default and the holders of all
Bonds then outstanding shall have made written request to the Trustee and shall have offered
reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to
institute such action, suit or proceeding in its own name, nor unless also they have offered to the
Trustee indemnity as provided in Section 8.1 hereof, nor unless the Trustee shall thereafter fail or
refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding
in its, his, or their own name or names. Such notification, request and offer of indemnity are
hereby declared in every case at the option of the Trustee to be conditions precedent to the
execution of the powers and trusts of this Indenture, and to any action or cause of action for the
enforcement of this Indenture, or for the appointment of a receiver or for any other remedy
hereunder; it being understood and intended that no one or more holders of the Bonds shall have
any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture by
its, his or their action or to enforce any right hereunder except in the manner herein provided,
and that all proceedings at law or in equity shall be instituted, had and maintained in the manner
herein provided and for the equal benefit of the holders of all Bonds then outstanding. Nothing
in this Indenture contained shall, however, affect or impair the right of any Bondholder to
enforce the covenants of the Issuer to pay the principal of and interest on each of the Bonds
issued hereunder to the respective holders thereof at the time, place, from the source and in the
manner in said Bonds expressed.
Section 7.8. Termination of Proceedings. In case the Trustee shall have proceeded to
enforce any right under this Indenture by the appointment of a receiver, or otherwise, and such
proceedings shall have been discontinued or abandoned for any reason, or shall have been
determined adversely, then and in every such case the Issuer, the Company and the Trustee shall
be restored to their former positions and rights hereunder, respectively, with respect to the Trust
Estate, and all rights, remedies and powers of the Trustee shall continue as if no such
proceedings had been taken.
Section 7.9. Waivers of Events of Default. At the direction of the Requisite
Bondholders, the Trustee may in its discretion waive any event of default hereunder and its
consequences and rescind any declaration of maturity of principal of and interest on the Bonds,
and shall do so upon the written request of the holders of (1) all the Bonds then outstanding in
respect of which default in the payment of principal and/or premium, if any, and/or interest
35
exists, or (2) all Bonds then outstanding in the case of any other default; provided, however, that
there shall not be waived (a) any event of default in the payment of the principal of any
outstanding Bonds at the date of maturity specified therein, or (b) any default in the payment
when due of the interest on any such Bonds unless prior to such waiver or rescission, arrears of
interest, with interest (to the extent permitted by law) at the rate borne by the Bonds in respect of
which such default shall have occurred on overdue installments of interest or all arrears of
payments of principal and premium, if any, when due, as the case may be, and all expenses of the
Trustee in connection with such default shall have been paid or provided for, and in case of any
such waiver or rescission, or in case any proceeding taken by the Trustee on account of any such
default shall have been discontinued or abandoned or determined adversely, then and in every
such case the Issuer, the Trustee and the Bondholders shall be restored to their former positions
and rights hereunder, respectively, but no such waiver or rescission shall extend to any
subsequent or other default, or impair any right consequent thereon.
(End of Article VII)
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ARTICLE VIII.
THE TRUSTEE AND PAYING AGENT
Section 8.1. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed
upon it by this Indenture, and agrees to perform said trusts as a corporate trustee ordinarily
would perform said trusts under a corporate indenture, but only upon the terms and conditions set
forth herein, and no implied covenants or obligations shall be read into this Indenture against the
Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all
Events of Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied covenants or obligations
should be read into this Indenture against the Trustee. If any Event of Default under this
Indenture shall have occurred and be continuing, to which the Trustee has knowledge, the
Trustee shall exercise such of the rights and powers vested in it by this Indenture and shall use
the same degree of care and skill in its exercise as a prudent person would exercise or use under
the circumstances in the conduct of such prudent person's own affairs in exercising any rights or
remedies or performing any of its duties hereunder. The Trustee agrees to perform such trusts
only upon and subject to the following expressed terms and conditions:
(a) The Trustee may execute any of the trusts or powers hereof and perform any of its
duties by or if appointed through attorneys, agents, receivers or employees but shall not be
answerable for the conduct of the same if appointed with due care, and shall be entitled to the
opinion and advice of counsel concerning all matters of trusts hereof and the duties hereunder,
and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers
and employees as may reasonably be employed in connection with the trusts hereof. The Trustee
may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the
Issuer or the Company). The Trustee shall not be responsible for any loss or damage resulting
from any action or non-action in good faith in reliance upon such opinion or advice.
(b) The Trustee shall not be responsible for any recital herein, or in the Bonds (except
in respect to the certificate of the Trustee endorsed on the Bonds), or for the recording or re-
recording, filing or re-filing of this Indenture or any financing statements (other than
continuation statements, if applicable) in connection therewith, or for insuring the property
herein conveyed or collecting any insurance moneys, or for the validity of the execution by the
Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for
the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby,
or for the value, condition or title of the property herein conveyed or otherwise as to the
maintenance of the security hereof or as to the validity or sufficiency of this Indenture or of the
Bonds; and the Trustee shall not be bound to ascertain or inquire as to the performance or
observance of any covenants, conditions or agreements on the part of the Issuer or on the part of
the Company under the Financing Agreement; but the Trustee may require of the Issuer or the
Company full information and advice as to the performance of the covenants, conditions and
agreements aforesaid as to the condition of the property herein conveyed. The Trustee shall have
no obligation to perform any of the duties of the Issuer under the Financing Agreement, and the
Trustee shall not be responsible or liable for any loss suffered in connection with any investment
of funds made by it in accordance with the provisions of this Indenture.
37
(c) The Trustee shall not be accountable for the use of any Bonds, or the proceeds
thereof, authenticated by it or the Paying Agent or delivered hereunder or for any money paid to
or upon the order of the City under any provision of this Indenture or of the Financing
Agreement. The Trustee, in its individual or any other capacity, may become the owner of
Bonds secured hereby with the same rights which it would have if not Trustee.
(d) The Trustee may rely and shall be protected in acting upon any notice, request,
consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be
genuine and correct and to have been signed or sent by the proper person or persons. Any action
taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any
person who at the time of making such request or giving such authority or consent is the owner
of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon
Bonds issued in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity
of any instrument, paper or proceeding, or whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or
omitting any action hereunder, the Trustee shall be entitled to rely upon a certificate signed on
behalf of the Issuer or the Company by its duly authorized officers as sufficient evidence of the
facts therein contained and prior to the occurrence of a default of which the Trustee has been
notified as provided in subsection (g) of this Section, or of which said subsection it is deemed to
have notice, shall also be at liberty to accept a similar certificate to the effect that any particular
dealing, transaction or action is necessary or expedient, but may at its discretion secure such
further evidence deemed necessary or advisable, but shall in no case be bound to secure the
same. The Trustee may accept a certificate of the Issuer or the Company under its seal to the
effect that an ordinance or resolution in the form therein set forth has been adopted by the Issuer
or the Company as conclusive evidence that such ordinance or resolution has been duly adopted,
and is in full force and effect.
(f) The permissive right of the Trustee to do things enumerated in this Indenture shall
not be construed as a duty, and the Trustee shall not be answerable for other than its gross
negligence or willful misconduct; provided, however, that the provisions of this subsection shall
not affect the duties of the Trustee hereunder, including the provisions of Article VII hereof.
(g) The Trustee shall not be required to take notice or be deemed to have notice of
any event of default hereunder (other than payment of the principal and interest on the Bonds)
unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the
holders of at least twenty-five percent (25%) in aggregate principal amount of all Bonds then
outstanding and all notices or other instruments required by this Indenture to be delivered to the
Trustee must, in order to be effective, be delivered at the corporate trust office of the Trustee,
and in the absence of such notice so delivered, the Trustee may conclusively assume there is no
default except as aforesaid.
(h) The Trustee shall not be personally liable for any debts contracted or for damages
to persons or to personal property injured or damaged, or for salaries or nonfulfillment of
contracts during any period in which it may be in possession of or managing the Trust Estate.
38
(i) At any and all reasonable times and upon reasonable prior written notice, the
Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and
representatives, shall have the right, but shall not be required, to fully inspect the Trust Estate,
and to take such memoranda from and in regard thereto as may be desired.
(j) The Trustee shall not be required to give any bond or surety in respect of the
execution of the said trusts and powers or otherwise in respect of the premises.
(k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall
have the right, but shall not be required, to demand, in respect of the authentication of any
Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within
the purview of this Indenture, any showings, certificates, opinions, appraisals or other
information, or corporate action or evidence thereof, in addition to that by the terms hereof
required as a condition of such action by the Trustee, deemed desirable for the authentication of
any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(l) Before taking any action under this Indenture, the Trustee may require that a
satisfactory indemnity bond be furnished for the reimbursement of all costs and expenses to
which it may be put (including without limitation attorney’s fees and expenses) and to protect it
against all liability, except liability which is adjudicated to have resulted from its gross
negligence or willful misconduct in connection with any action so taken. Such indemnity shall
survive the termination of this Indenture.
(m) All moneys received by the Trustee or the Paying Agent shall, until used or
applied or invested as herein provided, be held in trust for the purposes for which they were
received but need not be segregated from other funds except to the extent required by law.
Neither the Trustee nor the Paying Agent shall be under any liability for interest on any moneys
received hereunder.
(n) The Trustee shall have no responsibility with respect to any information,
statement or recital in any official statement, offering memorandum or any other disclosure
material prepared or distributed with respect to the Bonds and shall have no responsibility for
compliance with any state or federal securities laws in connection with the Bonds
(o) The Trustee agrees to accept and act upon instructions or directions pursuant to
this Indenture sent by unsecured e-mail or other similar unsecured electronic methods, provided,
however, that the Issuer and the Company shall provide to the Trustee an incumbency certificate
listing designated persons authorized to provide such instructions, which incumbency certificate
shall be amended whenever a person is to be added or deleted from the listing. If the Issuer and
the Company elect to give the Trustee e-mail instructions (or instructions by a similar electronic
method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s
understanding of such instructions shall be deemed controlling. The Trustee shall not be liable
for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon
and compliance with such instructions notwithstanding such instructions conflict or are
inconsistent with a subsequent written instruction. The Issuer and the Company agree to assume
all risks arising out of the use of such electronic methods to submit instructions and directions to
39
the Trustee, including without limitation the risk of the Trustee acting on unauthorized
instructions, and the risk or interception and misuse by third parties.
Section 8.2. Fees, Charges and Expenses of Trustee and Paying Agent. The Trustee
and Paying Agent shall be entitled to payment and/or reimbursement for reasonable fees for its
services rendered hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) and all advances, counsel fees and
other expenses reasonably and necessarily made or incurred by the Trustee or Paying Agent in
connection with such services. In the event that it should become necessary for the Trustee to
perform extraordinary services, the Trustee shall be entitled to reasonable additional
compensation therefor and to reimbursement for reasonable and necessary extraordinary
expenses in connection therewith; provided that if such extraordinary services or extraordinary
expenses are occasioned by the gross negligence or willful misconduct of the Trustee it shall not
be entitled to compensation or reimbursement therefore. The Trustee shall have a first lien with
right of payment prior to payment on account of interest or principal of, or premium, if any, on
any Bond for the foregoing advances, fees, costs and expenses incurred. The Trustee shall be
entitled to payment and reimbursement for the reasonable fees and charges of the Trustee as
Paying Agent for the Bonds.
Section 8.3. Notice to Bondholders if Default Occurs. If an Event of Default occurs of
which the Trustee is by subsection (g) of Section 8.1 hereof required to take notice or if notice of
an Event of Default be given as in said subsection (g) provided, then the Trustee shall give
written notice thereof by registered or certified mail to the Company and the last known holders
of all Bonds then outstanding shown by the list of Bondholders required by the terms of this
Indenture to be kept at the office of the Trustee, unless such Event of Default has been cured or
waived; provided, however, that the Trustee shall be protected in withholding such notice if and
so long as the Trustee in good faith determines that the withholding of such notices is in the
interests of the Bondholders.
Section 8.4. Intervention by Trustee. In any judicial proceeding to which the Issuer is
a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the
interests of holders of the Bonds, the Trustee may intervene on behalf of Bondholders and,
subject to the provisions of Section 8.1(l), shall do so if requested in writing by the owners of at
least twenty-five percent (25%) in aggregate principal amount of all Bonds then outstanding.
The rights and obligations of the Trustee under this Section are subject to the approval of a court
of competent jurisdiction.
Section 8.5. Successor Trustee. Any corporation or association into which the Trustee
may be converted or merged, or with which it may be consolidated, or to which it may sell or
transfer its corporate trust business and assets as a whole or substantially as a whole, or any
corporation or association resulting from any such conversion, sale, merger, consolidation or
transfer to which it is a party, ipso facto, shall be and become successor Trustee hereunder and
vested with all of the title to the whole property or trust estate and all the trusts, powers,
discretions, immunities, privileges and all other matters as was its predecessor, without the
execution or filing of any instrument or any further act, deed or conveyance on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.
40
Section 8.6. Resignation by the Trustee. The Trustee and any successor Trustee may at
any time resign from the trusts hereby created by giving thirty days’ written notice to the Issuer
and the Company and by first class mail to each registered owner of Bonds then outstanding and
to each holder of Bonds as shown by the list of Bondholders required by this Indenture to be kept
at the office of the Trustee, and such resignation shall take effect at the end of such thirty (30)
days, or upon the earlier appointment of a successor Trustee by the Bondholders or by the Issuer.
Such notice to the Issuer and the Company may be served personally or sent by registered or
certified mail.
Section 8.7. Removal of the Trustee. The Trustee may be removed at any time by an
instrument or concurrent instruments in writing delivered to the Trustee and to the Issuer and
signed by the Requisite Bondholders.
Section 8.8. Appointment of Successor Trustee by the Bondholders; Temporary
Trustee. In case the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in
course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in
case it shall be taken under control of any public officer or officers, or of a receiver appointed by
a court, a successor may be appointed by the owners of a majority in aggregate principal amount
of Bonds then outstanding, by an instrument or concurrent instruments in writing signed by such
owners, or by their attorneys-in-fact, duly authorized; provided, nevertheless, that in case of such
vacancy, the Issuer, by an instrument executed by one of its duly authorized officers, may
appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed by
the Bondholders in the manner above provided; and any such temporary Trustee so appointed by
the Issuer shall immediately and without further act be superseded by the Trustee so appointed
by such Bondholders. Every such Trustee appointed pursuant to the provisions of this Section
shall be a trust company or bank, having a reported capital and surplus of not less than One
Hundred Million Dollars ($100,000,000) if there be such an institution willing, qualified and able
to accept the trust upon reasonable or customary terms.
Section 8.9. Concerning Any Successor Trustees. Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to its predecessor and also to the Issuer and the
Company an instrument in writing accepting such appointment hereunder, and thereupon such
successor, without any further act, deed or conveyance, shall become fully vested with all the
estates, properties, rights, powers, trusts, duties and obligations of its predecessor and thereupon
the duties and obligations of the predecessor shall cease and terminate; but such predecessor
shall, nevertheless, on the written request of the Issuer, or of its successor, and upon approval by
the Issuer of the records and accounts of the predecessor Trustee, a release of the predecessor
Trustee by the Issuer, and the payment of the fees and expenses owed to the predecessor Trustee,
execute and deliver an instrument transferring to such successor Trustee all the estates,
properties, rights, powers and trusts of such predecessor hereunder; and every predecessor
Trustee shall deliver all securities and moneys held by it as Trustee hereunder to its successor.
Should any instrument in writing from the Issuer be required by any successor Trustee for more
fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested
or intended to be vested in the predecessor any and all such instruments in writing shall, on
request, be executed, acknowledged and delivered by the Issuer. The resignation of any Trustee
and the instrument or instruments removing any Trustee and appointing a successor hereunder,
41
together with all other instruments provided for in this Article shall be filed by the successor
Trustee in each office, if any, where the Indenture shall have been filed.
Section 8.10. Trustee Protected in Relying Upon Resolutions, etc. Subject to the
conditions contained herein, the resolutions, ordinances, opinions, certificates and other
instruments provided for in this Indenture may be accepted by the Trustee as conclusive evidence
of the facts and conclusions stated therein and shall be full warrant, protection and authority to
the Trustee for the release of property and the withdrawal of cash hereunder.
Section 8.11. Appointment of Paying Agent and Registrar; Resignation or Removal of
Paying Agent. The Trustee is hereby appointed “Paying Agent” under this Indenture. Any
Paying Agent may at any time resign and be discharged of the duties and obligations created by
this instrument and any supplemental indenture by giving at least 30 days’ written notice to the
Issuer, the Company and the Trustee. Any Paying Agent may be removed at any time by an
instrument, filed with such Paying Agent and the Trustee and signed by the Issuer and the
Company. Any successor Paying Agent shall be appointed by the Issuer at the direction of the
Company and shall be a bank or trust company duly organized under the laws of any state of the
United States or a national banking association, in each case having a capital stock and surplus
aggregating at least $100,000,000, willing and able to accept the office on reasonable and
customary terms and authorized by law to perform all the duties imposed upon it by this
Indenture.
In the event of the resignation or removal of any Paying Agent, such Paying Agent shall
pay over, assign and deliver any moneys or securities held by it as Paying Agent to its
successors, or if there is no successor, to the Trustee.
(End of Article VIII)
42
ARTICLE IX.
SUPPLEMENTAL INDENTURES
Section 9.1. Supplemental Indentures Not Requiring Consent of Bondholders. With
the prior consent of the Company, the Issuer and the Trustee may without the consent of, or
notice to, any of the Bondholders, enter into an indenture or indentures supplemental to this
Indenture, as shall not be inconsistent with the terms and provisions hereof, for any one or more
of the following purposes:
(a) To cure any ambiguity or formal defect or omission in this Indenture;
(b) To grant to or confer upon the Trustee for the benefit of the Bondholders any
additional rights, remedies, powers or authority that may lawfully be granted to or conferred
upon the Bondholders or the Trustee or any of them;
(c) To subject to this Indenture additional security, revenues, properties or collateral;
or
(d) To make any other change in this Indenture which, in the judgment of the Trustee,
who may rely on the advice and opinion of counsel, is not to the material prejudice of the
Trustee, the Company, the Issuer or the holders of the Bonds; or
(e) To modify, amend or supplement the Indenture in such manner as required to
permit the qualification thereof under the Trust Indenture Act of 1939, as amended, or any
similar Federal statute hereafter in effect, and, if they so determine, to add to the Indenture such
other terms, conditions and provisions as may be required by said Trust Indenture Act of 1939,
as amended, or similar federal statute.
Section 9.2. Supplemental Indentures Requiring Consent of Bondholders. Exclusive of
supplemental indentures covered by Section 9.1 hereof, and subject to the terms and provisions
contained in this Section, and not otherwise, the Requisite Bondholders shall have the right, from
time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to
and approve the execution by the Issuer and the Trustee of such other indenture or indentures
supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of
modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or
provisions contained in this Indenture or in any supplemental indenture; provided however, that
no such supplemental indenture may be entered into without the prior consent of the Company;
and provided further that nothing in this section contained shall permit or be construed as
permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated
maturity or reduction in the principal amount of, or reduction in the rate or extension of the time
of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds,
without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of
the time of any payment required by any sinking fund applicable to any Bonds without the
consent of the holders of all the Bonds which would be affected by the action to be taken, or (c)
the creation of any lien prior to or, except for the lien of Parity Obligations (including Additional
Bonds), on a parity with the lien of this Indenture without the consent of the holders of all the
43
Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of
Bonds the holders of which are required to consent to any such supplemental indenture, without
the consent of the holders of all the Bonds at the time outstanding which would be affected by
the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee,
without the written consent of the Trustee, or (f) a privilege or priority of any Bond over any
other Bonds, or (g) a derivation of the Owners of any Series 20__ Bonds then Outstanding of the
lien thereby created.
Anything herein to the contrary notwithstanding, a supplemental indenture under this
Article which affects any rights of the Company shall not become effective unless and until the
Company shall have consented in writing to the execution and delivery of such supplemental
indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery
of any such supplemental indenture together with a copy of the proposed supplemental indenture
to be mailed by certified or registered mail to the Company at least fifteen (15) days prior to the
proposed date of execution and delivery of any such supplemental indenture.
Section 9.3. Opinion. The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, the opinion of any counsel approved by it, as conclusive evidence that
any such proposed supplemental indenture complies with the provisions of this Indenture, and
that it is proper for the Trustee, under the provisions of this Article, to join in the execution of
such supplemental indenture.
(End of Article IX)
44
ARTICLE X.
AMENDMENTS TO THE FINANCING AGREEMENT
Section 10.1. Amendments, etc. to Financing Agreement Not Requiring Consent of
Bondholders. The Issuer and the Trustee with the consent of the Company shall, without the
consent of or notice to the Bondholders, consent to any amendment, change or modification of
the Financing Agreement as may be required (i) by the provisions of the Financing Agreement
and this Indenture, or (ii) for the purpose of curing any ambiguity or formal defect or omission,
or (iii) in connection with any other change therein which, in the judgment of the Trustee (who
may rely upon the advice and opinion of counsel), is not to the prejudice of the Trustee, the
Issuer or the holders of the Bonds.
Section 10.2. Amendments, etc. to Financing Agreement Requiring Consent of
Bondholders. Except for the amendments, changes or modifications as provided in Section 10.1
hereof, neither the Issuer nor the Trustee shall consent to any other amendment, change or
modification of the Financing Agreement without the written approval or consent of the
Requisite Bondholders given and procured as in Section 9.2 provided.
Section 10.3. Opinion. The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, the opinion of any counsel approved by it, as conclusive evidence that
any such proposed amendment complies with the provisions of this Indenture and Financing
Agreement, and that it is proper for the Trustee, under the provisions of this Article, to join in the
execution of such amendment.
(End of Article X)
45
ARTICLE XI.
MISCELLANEOUS
Section 11.1. Satisfaction and Discharge. All rights and obligations of the Issuer and
the Company under the Financing Agreement and this Indenture shall terminate, and such
instruments shall cease to be of further effect, and the Trustee shall execute and deliver all
appropriate instruments evidencing and acknowledging the satisfaction of this Indenture, and
shall assign and deliver to the Company any moneys and investments in all Funds established
hereunder when
(a) all fees and expenses of the Trustee and the Paying Agent shall have been paid;
(b) the Issuer and the Company shall have performed all of their covenants and
promises in the Financing Agreement and in this Indenture; and
(c) all Bonds theretofore authenticated and delivered (i) have become due and
payable, or (ii) are to be retired or called for redemption under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee at the expense of the Company, or
(iii) have been delivered to the Trustee canceled or for cancellation; and, in the case of (i) and (ii)
above, there shall have been deposited with the Trustee either cash in an amount which shall be
sufficient, or investments (but only to the extent that the full faith and credit of the United States
of America are pledged to the timely payment thereof) the principal of and the interest on which
when due will provide moneys which, together with the moneys, if any, deposited with the
Trustee, shall be sufficient, to pay when due the principal or redemption price, if applicable, and
interest due and to become due on the Bonds and prior to the redemption date or maturity date
thereof, as the case may be.
Section 11.2. Defeasance of Bonds. Any Bond shall be deemed to be paid and no
longer Outstanding within the meaning of this Article and for all purposes of this Indenture when
(a) payment of the principal and interest of and premium, if any, on such Bond either (i) shall
have been made or caused to be made in accordance with the terms thereof, or (ii) shall have
been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside
exclusively for such payment, (1) moneys sufficient to make such payment or (2) Governmental
Obligations maturing as to principal and interest in such amounts and at such times as will insure
the availability of sufficient moneys to make such payment, and (b) all necessary and proper
fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the
Bonds with respect to which such deposit is made shall have been paid or the payment thereof
provided for. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such
Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the
purposes of any such payment from such moneys or Governmental Obligations.
Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately
preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice
of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of
this Indenture, or if the Bonds are not by their terms subject to redemption within the next
succeeding sixty (60) days, until the Company shall have given the Trustee in form satisfactory
46
to the Trustee irrevocable instructions to notify, as soon as practicable, the owners of the Bonds,
that the deposit required by the preceding paragraph has been made with the Trustee and that the
Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the
maturity or redemption date upon which moneys are to be available for the payment of the
principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon
to the due date thereof; or (b) the maturity of such Bonds.
All moneys so deposited with the Trustee as provided in this Section 11.2 may also be
invested and reinvested, at the written direction of the Company, in Governmental Obligations,
maturing in the amounts and at the times as hereinbefore set forth, and all income from all
Governmental Obligations in the hands of the Trustee pursuant to this Section 11.2 which is not
required for the payment of principal of the Bonds and interest and premium, if any, thereon with
respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund
as and when realized and collected for use and application as are other moneys deposited in the
Bond Fund.
Notwithstanding any provision of any other Article of this Indenture which may be
contrary to the provisions of this Section 11.2, all moneys or Governmental Obligations set aside
and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds
(including premium thereon, if any) shall be applied to and used solely for the payment of the
particular Bonds (including the premium thereon, if any) with respect to which such moneys or
Governmental Obligations have been so set aside in trust.
Anything in Article 9 hereof to the contrary notwithstanding, if moneys or Governmental
Obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for
the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no
amendment to the provisions of this Section 11.2 shall be made without the consent of the owner
of each Bond affected thereby.
The right to register the transfer of or to exchange Bonds shall survive the discharge of
this Indenture.
Section 11.3. Cancellation of Series 20__ Bonds. If the owner of any Series 20__
Bonds presents that Bond to the Trustee with an instrument satisfactory to the Trustee waiving
all claims for payment of that Bond, the Trustee shall cancel that Series 20__ Bond and the
Bondholder shall have no further claim against the Trust Estate, the Issuer or the Company with
respect to that Series 20__ Bond.
Section 11.4. Application of Trust Money. All money or investments deposited with or
held by the Trustee pursuant to Section 11.1 shall be held in trust for the holders of the Bonds,
and applied by it, in accordance with the provisions of the Bonds and this Indenture, to the
payment, either directly or through the Paying Agent, to the persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment such money has been deposited
with the Trustee; but such money or obligations need not be segregated from other funds except
to the extent required by law.
47
Section 11.5. Consents, etc., of Bondholders. Any consent, request, direction, approval,
objection or other instrument required by this Indenture to be executed by the Bondholders may
be in any number of concurrent writings of similar tenor and may be executed by such
Bondholders in person or by agent appointed in writing. Provided, however, that wherever this
Indenture or the Financing Agreement requires that any such consent or other action be taken by
the holders of a specified percentage, fraction or majority of the Bonds outstanding, any such
Bonds held by or for the account of the following persons shall not be deemed to be outstanding
hereunder for the purpose of determining whether such requirement has been met: the Issuer,
any of its members, the Company, or the directors, trustees, officers or members of the
Company. For all other purposes, Bonds held by or for the account of such person shall be
deemed to be outstanding hereunder. Proof of the execution of any such consent, request,
direction, approval, objection or other instrument or of the writing appointing any such agent and
of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the
purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any
action taken under such request or other instrument, namely:
(a) The fact and date of the execution by any person of any such writing may be
proved by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing such writing acknowledged
before him the execution thereof, or by affidavit of any witness to such execution.
(b) The fact of the holding by any person of Bonds transferable by delivery and the
amounts and numbers of such Bonds, and the date of the holding of the same, may be proved by
a certificate executed by any trust Company, bank or bankers, wherever situated, stating that at
the date thereof the party named therein did exhibit to an officer of such trust Company or bank
or to such banker, as the property of such party, the Bonds therein mentioned if such certificate
shall be deemed by the Trustee to be satisfactory. The Trustee may, in its discretion, require
evidence that such Bonds have been deposited with a bank, bankers or trust Company, before
taking any action based on such ownership. In lieu of the foregoing, the Trustee may accept
other proofs of the foregoing as it shall deem appropriate.
For all purposes of this Indenture and of the proceedings for the enforcement hereof, such
person shall be deemed to continue to be the holder of such Bond until the Trustee shall have
received notice in writing to the contrary.
Section 11.6. Limitation of Rights. With the exception of rights herein expressly
conferred, nothing expressed or mentioned in or to be implied from this Indenture, or the Bonds
is intended or shall be construed to give to any person other than the parties hereto, and the
Company, and the holders of the Bonds, any legal or equitable right, remedy or claim under or in
respect to this Indenture or any covenants, conditions and provisions herein contained, this
Indenture and all of the covenants, conditions and provisions hereof being intended to be and
being for the sole and exclusive benefit of the parties hereto and the Company and the holders of
the Bonds as herein provided.
Section 11.7. Severability. If any provision of this Indenture shall be held or deemed to
be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any
48
other provision or provisions hereof or any constitution or statute or rule of public policy, or for
any other reason, such circumstances shall not have the effect of rendering the provision in
question inoperative or unenforceable in any other case or circumstance, or of rendering any
other provision or provisions herein contained invalid, inoperative, or unenforceable to any
extent whatever.
The invalidity of any one or more phrases, sentences, clauses or Sections in this Indenture
contained, shall not affect the remaining portions of this Indenture, or any part thereof.
Section 11.8. Notices. All notices, demands, certificates or other communications
hereunder shall be sufficiently given and shall be deemed given when mailed by registered or
certified mail, postage prepaid, with proper address as indicated below; however, notices to the
Trustee shall be deemed given upon receipt by the Trustee. The Issuer, the Company, and the
Trustee may, by written notice given by each to the others, designate any address or addresses to
which notices, demands, certificates or other communications to them shall be sent when
required as contemplated by this Indenture. Until otherwise provided by the respective parties,
all notices, demands, certificates and communications to each of them shall be addressed as
provided in Section 7.3 of the Financing Agreement.
Section 11.9. Counterparts. This Indenture may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument. The parties hereto agree that the transaction described herein may be conducted
and related documents may be stored by electronic means. Copies, telecopies, facsimiles,
electronic files and other reproductions of original executed documents shall be deemed to be
authentic and valid counterparts of such original documents for all purposes, including the filing
of any claim, action or suit in the appropriate court of law.
Section 11.10. Applicable Law. This Indenture shall be governed exclusively by the
applicable laws of the State of Indiana.
Section 11.11. Immunity of Officers and Directors. No recourse shall be had for the
payment of the principal of or premium or interest on any of the Bonds or for any claim based
thereon or upon any obligation, covenant or agreement in this Indenture contained against any
past, present or future members, officer, directors, agents, attorneys or employees of the Issuer,
or any incorporator, member, officer, director, agents, attorneys, employees or trustee of any
successor corporation, as such, either directly or through the Issuer or any successor corporation,
under any rule of law or equity, statute or constitution or by the enforcement of any assessment
or penalty or otherwise, and all such liability of any such incorporator, members, officers,
directors, agents, attorneys, employees or trustees as such is hereby expressly waived and
released as a condition of and consideration for the execution of this Indenture and issuance of
such Bonds.
Section 11.12. Holidays. If any date for the payment of principal or interest on the Bonds
is not a business day then such payment shall be due on the first business day thereafter.
(End of Article XI)
S-1
IN WITNESS WHEREOF, the City of Carmel, Indiana, has caused these presents to be
signed in its name and behalf by its Mayor and its corporate seal to be hereunto affixed and
attested by its Clerk, and to evidence its acceptance of the trusts hereby created, [Trustee], in
Indianapolis, Indiana has caused these presents to be signed in its name and behalf by, its official
seal to be hereunto affixed, and the same to be attested by, its duly authorized officers, all as of
the day and year first above written.
CITY OF CARMEL, INDIANA
By:
Mayor
(SEAL)
Attest:
Clerk
S-2
[TRUSTEE], as Trustee
By:
(Written Signature)
(Printed Signature)
A-1
EXHIBIT A
DESCRIPTION OF THE PROJECTS
All or any portion of the design and construction of infrastructure and site improvements,
including, but not limited to, storm water improvements, utilities relocation, road improvements
and/or structured parking costs, which will be located in, serving or benefitting the [Smokey &
Monon Phase II Allocation Area] within the Old Town Economic Development Area and will
support the development of a proposed mixed-use project consisting of parking and residential
uses to be undertaken by the Company.
B-1
DMS 47235810.2
EXHIBIT B
COSTS OF ISSUANCE
Sponsors: Councilors Aasen, Ayers, Minnaar, Snyder, and Worrell 1
ORDINANCE NO. D-2772-25 2
AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA 3
ADOPTING A NEW ARTICLE 8 UNDER CHAPTER 2 OF THE CARMEL CITY CODE 4
Synopsis: 5
An Ordinance adopting requirements for nonprofit organizations receiving public support from the City 6
7
WHEREAS, the City of Carmel has a vested interest in ensuring that affiliated nonprofit 8
corporations and community development corporations (“Affiliated Entities”) operate in transparency and 9
the best interest of the City of Carmel; and 10
11
WHEREAS, the City Council desires to amend the Carmel City Code to add requirements that 12
Affiliated Entities and other nonprofits must follow in order to remain eligible for public funds or City 13
assistance. 14
15
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF 16
CARMEL, INDIANA, as follows: 17
18
Section 1. The foregoing Recitals are fully incorporated herein by this reference. 19
Section 2. A new Article 8 is established under Chapter 2 of the Carmel City Code, to read as 20
follows: 21
CHAPTER 2 CITY ADMINISTRATION 22
23
ARTICLE 8: AFFILIATED ENTITIES 24
§2-403 DEFINITIONS. 25
For the purpose of this Article, the following definitions shall apply unless the context clearly indicates or 26
requires a different meaning. 27
AFFILIATED ENTITY means any one of the following: 28
(1) A non-profit organization established as a “supporting organization” to the City or its agencies 29
under Internal Revenue Code 509(a)(3). 30
(2) A non-profit organization where a majority of the members of the governing body are 31
appointed by City officials, agents or employees acting their official capacity. 32
(3) A non-profit organization utilized by the City to directly or indirectly support or accept 33
donations from sources other than direct tax or fee revenue to support events or programs of the City. 34
(4) A non-profit community development corporation that exists to support the City or its 35
agencies. 36
(5) Any other non-profit corporation that receives at least $25,000 a year in public support from 37
the City that has not specifically appropriated by the City Council through the annual budget or other 38
specific ordinance, or that has been awarded through a grant process defined and authorized by an 39
ordinance adopted by the City Council. 40
An Affiliated Entity shall not include any organization or entity created by state or federal statute. 41
IN-KIND SUPPORT means non-monetary support from the City of Carmel, including but not 42
limited to, the use of City resources or employees. 43
PUBLIC SUPPORT means public funds or in-kind support from the City or its agencies. 44
PUBLIC FUNDS has the meaning set forth in Ind. Code 5-13-4-20. 45
46
§ 2-404 REQUIREMENTS 47
48
(a) Beginning July 1, 2025, to be eligible to continue to receive public support, an Affiliated Entity must 49
comply with the following: 50
51
(1) At least one member of the Affiliated Entity’s governing body must be appointed by the City 52
Council; and 53
(2) The remaining members of the Affiliated Entity’s governing body must be approved by a vote of 54
the City Council. 55
56
(b) Beginning July 1, 2025, any member of the governing body of any non-profit organization that is 57
appointed by City officials, agents or employees must be approved by a vote of the City Council unless 58
otherwise required by law. 59
60
(c) All Affiliated Entities receiving public support shall be subject to an annual budget review process by 61
the City Council in the same manner as other City agencies. 62
63
(d) Any nonprofit organization receiving public support through a grant must follow a process established 64
by the City Council. 65
66
Section 3. All prior ordinances or parts thereof inconsistent with any provision of this 67
Ordinance are hereby repealed, to the extent of such inconsistency only, as of the effective date of this 68
Ordinance, such repeal to have prospective effect only. 69
Section 4. If any portion of this Ordinance is for any reason declared to be invalid by a court 70
of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this 71
Ordinance 72
Section 5. This Ordinance shall be in full force and effect from and after the date of its passage 73
and signing by the Mayor and such publication as required by law. 74
75
[Signature Page Follows] 76
77
PASSED by the Common Council of the City of Carmel, this ________ day of 78
__________________, 2025, by a vote of ______ ayes and _____ nays. 79
COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA 80
81
___________________________________ ____________________________________ 82
Adam Aasen, President Matthew Snyder, Vice-President 83
84
___________________________________ ____________________________________ 85
Teresa Ayers Anita Joshi 86
87
___________________________________ ____________________________________ 88
Ryan Locke Shannon Minnaar 89
90
___________________________________ ___________________________________ 91
Anthony Green Rich Taylor 92
93
___________________________________ 94
Jeff Worrell 95
96
97
ATTEST: 98
99
__________________________________ 100
Jacob Quinn, Clerk 101
102
Presented by me to the Mayor of the City of Carmel, Indiana this _______ day of 103
_________________________ 2025, at _______ __.M. 104
105
____________________________________ 106
Jacob Quinn, Clerk 107
108
Approved by me, Mayor of the City of Carmel, Indiana, this ________ day of 109
________________________ 2025, at _______ __.M. 110
111
_________________________________ 112
Sue Finkam, Mayor 113
114
ATTEST: 115
116
___________________________________ 117
Jacob Quinn, Clerk 118
119
120
Prepared by: Ted Nolting 121
Kroger Gardis & Regas LLP 122
111 Monument Circle, Suite 900 123
Indianapolis, IN 46204 124
125
Sponsor: Councilor Aasen 1
ORDINANCE D-2773-25 2
AN ORDINANCE OF THE COMMON COUNCIL OF THE 3
CITY OF CARMEL, INDIANA, APPROVING AND 4
ADOPTING A REVISED INTERLOCAL AGREEMENT 5
Synopsis: 6
An ordinance approving and adopting a revised interlocal agreement with Hamilton 7
County, Indiana concerning the U.S. 31 Ramps Economic Development Area and certain new 8
economic development areas to be established therein by the Carmel Redevelopment 9
Commission in order to make a technical correction. 10
WHEREAS, Indiana Code 36-1-7 authorizes cooperative endeavors between 11
governmental entities so as to better and more economically and efficiently serve the public 12
health, safety and welfare; and 13
WHEREAS, Indiana Code 36-1-7-2 authorizes the Common Council to approve such 14
“interlocal agreements”; and 15
WHEREAS, on January 6, 2025, the Common Council adopted its Ordinance D-2754-25 16
approving and adopting an “Interlocal Agreement” by and among the City of Carmel, Indiana 17
(the “City”); the City of Carmel Redevelopment Commission; Hamilton County, Indiana; and 18
the Hamilton County Redevelopment Commission pertaining to the amendment of prior 19
interlocal agreements concerning the U.S. 31 Ramps Economic Development Area and certain 20
proposed new economic development and allocation areas (the “Interlocal Agreement”); and 21
WHEREAS, in order to make a technical correction, the Common Council now desires to 22
approve and adopt a revised version of the Interlocal Agreement, a copy of which is attached 23
hereto and incorporated herein as Exhibit A (the “Interlocal Agreement”), which is in the best 24
interests of the City and its residents; and 25
NOW, THEREFORE, BE IT ORDAINED by the Common Council of the City of 26
Carmel, Indiana, that: 27
Section 1. The foregoing Recitals are fully incorporated herein by this reference. 28
Section 2. The Interlocal Agreement should be and is hereby approved and adopted 29
by the Common Council of the City of Carmel, Indiana. 30
Section 3. The Clerk is hereby directed to file a copy of the Interlocal Agreement 31
with the Hamilton County Recorder and the Indiana State Board of Accounts within the time 32
periods established by Indiana Code 36-1-7-6. 33
Section 4. All ordinances or parts of ordinances in conflict herewith are hereby 34
repealed. 35
Section 5. This ordinance shall be in full force and effect immediately upon adoption 36
and compliance with Indiana Code 36-4-6-14. 37
2
PASSED by the Common Council of the City of Carmel, this ______ day of 38
__________________, 2025, by a vote of ______ ayes and _____ nays. 39
40
COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA 41
42
___________________________________ ____________________________________ 43
Adam Aasen, President Matthew Snyder, Vice-President 44
45
___________________________________ ____________________________________ 46
Anthony Green Anita Joshi 47
48
___________________________________ ____________________________________ 49
Ryan Locke Shannon Minnaar 50
51
___________________________________ ___________________________________ 52
Teresa Ayers Rich Taylor 53
54
___________________________________ 55
Jeff Worrell 56
57
ATTEST: 58
59
__________________________________ 60
Jacob Quinn, Clerk 61
62
Presented by me to the Mayor of the City of Carmel, Indiana this _______ day of 63
_________________________ 2025, at _______ __.M. 64
65
____________________________________ 66
Jacob Quinn, Clerk 67
68
Approved by me, Mayor of the City of Carmel, Indiana, this ________ day of 69
________________________ 2025, at _______ __.M. 70
71
_________________________________ 72
Sue Finkam, Mayor 73
74
ATTEST: 75
76
___________________________________ 77
Jacob Quinn, Clerk 78
79
Prepared by: Bradley J. Bingham 80
Barnes & Thornburg LLP 81
11 South Meridian Street 82
Indianapolis, IN 46204 83
84
3
EXHIBIT A 85
Copy of Interlocal Agreement 86
[Attached] 87
DMS 47286353.1 88
INTERLOCAL AGREEMENT BETWEEN THE
CITY OF CARMEL, INDIANA AND HAMILTON COUNTY, INDIANA
CONCERNING THE U.S. 31 RAMPS ECONOMIC DEVELOPMENT AREA
This Interlocal Agreement (the “Interlocal Agreement”) is entered into on the dates set
forth below by and among the Board of Commissioners of Hamilton County, Indiana (the “County
Commissioners”), the Hamilton County Council (the “County Council”), the Hamilton County
Redevelopment Commission (the “County Redevelopment Commission” and, together with the
County Commissioners and the County Council, the “County Parties”), and the Common Council
of the City of Carmel, Indiana (the “City Council”) and the City of Carmel Redevelopment
Commission (the “City Redevelopment Commission” and, together with the City Council, the “City
Parties”);
WITNESS THAT:
WHEREAS, pursuant to Indiana Code 36-1-7, et seq., and Indiana Code 36-7-25-4,
Hamilton County, Indiana (the “County”), acting by and through the County Commissioners, and
the City of Carmel, Indiana (the “City”) previously entered into that certain interlocal agreement
entitled “Interlocal Agreement between the City of Carmel and Hamilton County, Indiana
Concerning the 146th Street and U.S. 31 Project”, effective April 18, 2000, which was the date of
the last signatures thereto (the “2000 Interlocal Agreement”), in order to establish the parties’
agreement to provide a mechanism to finance the costs of the Ramps (as defined in the 2000
Interlocal Agreement) by establishing a new economic development area encompassing the
Benefitted Parcels (as defined in the 2000 Interlocal Agreement) which were described on Exhibit
A thereto; and
WHEREAS, at the time of execution of the 2000 Interlocal Agreement, some of the
Benefitted Parcels were located within the then-existing corporate boundaries of the City, and
some of the Benefitted Parcels were located within the then-existing unincorporated area of the
County; and
WHEREAS, pursuant to the terms of the 2000 Interlocal Agreement, the City Council
adopted Ordinance D-1459-00 on April 17, 2000 (the “2000 Ordinance”) which assigned
jurisdiction of the Benefitted Parcels within the then-existing corporate boundaries of the City to
the County Redevelopment Commission, pursuant to Indiana Code 36-7-25-4, for the sole purpose
of permitting the County Redevelopment Commission to create an allocation area pursuant to
Indiana Code 36-7-14-39 encompassing the Benefitted Parcels (the “Proposed Allocation Area”)
to capture tax increment revenues derived from the increase of assessed value of real property
within the Proposed Allocation Area to be used to pay the costs to construct the Ramps project
described in the 2000 Interlocal Agreement, and which assignment remains in full force and effect
so long as there are any outstanding principal and interest due on bonds issued to pay the costs of
the construction of the Ramps and local streets identified in the 2000 Interlocal Agreement, but in
no event shall the assignment be valid beyond the calendar year 2030 without an amendment to
the 2000 Interlocal Agreement; and
WHEREAS, on June 2, 2000, pursuant to the terms of the 2000 Interlocal Agreement, the
County Redevelopment Commission adopted a declaratory resolution, as subsequently confirmed
2
(collectively, the “Ramps Declaratory Resolution”), which established an economic development
area pursuant to Indiana Code 36-7-14 comprised of the Benefitted Parcels, designated as the “U.S.
31-146th Street Economic Development Area” (the “Area”), designated all of the Area as one or
more separate “allocation areas” pursuant to Indiana Code 36-7-14-39, and adopted a plan for the
Area; and
WHEREAS, pursuant to Indiana Code 36-1-7, et seq., and Indiana Code 36-7-25-4, the
parties entered into that certain interlocal agreement entitled “Interlocal Agreement between the
City of Carmel and Hamilton County, Indiana Concerning Construction of Road Projects (Lowes
Way)”, effective October 16, 2017, which was the date of the last signatures thereto (the “2017
Interlocal Agreement”), in order to establish the parties’ agreement to finance certain additional
road projects in, benefitting or serving the Area, as more particularly described in the 2017
Interlocal Agreement; and
WHEREAS, in accordance with the 2000 Interlocal Agreement and the 2017 Interlocal
Agreement, the County, acting by and through the County Redevelopment Commission, has
previously issued the following obligations, which are secured by tax increment revenues derived
from the increase of assessed value of real property within the Area pursuant to Indiana Code 36-
7-14-39(b) (collectively, the “Ramps TIF Revenue”):
a. the Hamilton County, Indiana Redevelopment Commission Redevelopment
District County Option Income Tax Refunding Revenue Bonds of 2010, Series B
(the “2010B Bonds”), currently outstanding in the aggregate principal amount of
$285,000, with a final maturity date of January 10, 2025, which are payable from
the Ramps TIF Revenue and, to the extent the Ramps TIF Revenue is insufficient,
from the County’s distribute chare of certified share portion of local income tax
imposed on the adjusted gross income of taxpayers in the County and received by
the County under Indiana Code 6-3.6-6-4(3) (the “County Certified Shares”), and
b. the Hamilton County, Indiana Redevelopment Commission Redevelopment
District Local Income Tax Revenue Bonds of 2018 (the “2018 Bonds”), currently
outstanding in the aggregate principal amount of $7,590,000, with a final maturity
date of July 10, 2030, which are payable from the Ramps TIF Revenue and, to the
extent the Ramps TIF Revenue is insufficient, from the County Certified Shares;
and
WHEREAS, since the creation of the Area, the City has annexed all of the real estate within
the Area into the City’s corporate boundaries, and, pursuant to Indiana Code 36-7-14.3.5, the
County Redevelopment Commission may not issue any additional bonds or enter into leases that
are payable from the Ramps TIF Revenue unless the City Council adopts an ordinance approving
the issuance and the use of the Ramps TIF Revenue for such purpose; and
WHEREAS, because the City has assigned jurisdiction of the Area to the County
Redevelopment Commission through December 31, 2030, and because Indiana Code 36-7-14-57
prohibits a parcel from being located in more than one (1) allocation area, the City Redevelopment
Commission cannot create new allocation areas within the Area without the County’s cooperation;
and
3
WHEREAS, it is in the best interests of the citizens of the City and the citizens of the
County to enter into this interlocal agreement to accomplish the following:
a. To allow the City, acting through the City Redevelopment Commission, to facilitate
new investment in the Clay Terrace area for the benefit of real estate located in the
Area and the citizens of the City and the County;
b. To allow the City, acting through the City Redevelopment Commission, to create
two new economic development areas consisting of the BJ’s Parcel and the Clay
Terrace Parcels, respectively (each as hereinafter defined), and pledge and assign
all or a portion of the tax increment revenues derived therefrom to the County for
the purposes and in the amounts described herein;
c. To ensure the County Redevelopment Commission has sufficient tax increment
revenues necessary to pay debt service on the 2010B and the 2018 Bonds
(collectively, the “Outstanding Bonds”) through the final maturity thereof, which
Outstanding Bonds financed local public improvements benefitting and serving the
Area;
d. To provide a mechanism to allow the County to pay or finance the costs of
additional local public improvements in, serving or benefitting the Area, including
additional improvements to 146th Street;
e. To increase and diversify the tax base, to increase employment opportunities and
to improve the transportation system of the City and the County; and
f. To improve the health, safety and welfare of the citizens of the City and the County.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and the
agreements hereinafter contained, and for other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, it is agreed by and among the parties hereto as follows:
1. This agreement shall be construed as an Interlocal Agreement entered into by the
parties pursuant to the provisions of Indiana Code 36-1-7 and Indiana Code 36-7-25-4, and shall
constitute an amendment to the 2000 Interlocal Agreement and the 2017 Interlocal Agreement to
the extent provided for herein.
2. The County Parties acknowledge, consent and agree that, upon passage of the
ordinance by the City Council approving this Interlocal Agreement and the execution hereof by all
parties hereto, the 2000 Ordinance shall be, and hereby is, amended for purposes of rescinding the
assignment to the County and the County Redevelopment Commission of jurisdiction over the
parcel identified on Appendix A hereto (the “BJ’s Parcel”) and the parcels identified on Appendix
B hereto (the “Clay Terrace Parcels”); provided however, this rescission of assignment of
jurisdiction shall only apply to the BJ’s Parcel and the Clay Terrace Parcels, and the remainder of
the assignment of jurisdiction to the County and the County Redevelopment Commission set forth
in the 2000 Ordinance shall remain in full force and effect until December 31, 2030. The County
Parties acknowledge that upon passage of the ordinance by the City Council approving this
Interlocal Agreement and the execution hereof by all parties hereto, the County Parties shall no
4
longer have any jurisdiction over the BJ’s Parcel and the Clay Terrace Parcels for the purposes
contemplated by the 2000 Ordinance.
3. The County Redevelopment Commission shall adopt a declaratory resolution on or
before December 1, 2024, to amend the Ramps Declaratory Resolution by removing the BJ’s
Parcel from the Ramps East Allocation Area (as defined therein), removing the Clay Terrace
Parcels from the Ramps West Allocation Area (as defined therein), and removing the BJ’s Parcels
and the Clay Terrace Parcels from the Area.
4. The City Redevelopment Commission shall adopt a declaratory resolution on or
before December 31, 2024 establishing a new economic development area which encompasses the
BJ’s Parcel and the Clay Terrace Parcels (the “New EDA”), designating the BJ’s Parcel as an
allocation area for purposes of Indiana Code 36-7-14-39 (the “BJ’s Allocation Area”), and
designating the Clay Terrace Parcels as an allocation area for purposes of Indiana Code 36-7-14-
39 (the “Clay Terrace Allocation Area”), and shall complete all procedures required by law to
complete the establishment of the New EDA, the BJ’s Allocation Area and the Clay Terrace
Allocation Area with due diligence and in any event prior to the first anniversary date of adoption
of such declaratory resolution.
5. Pursuant to Indiana Code 36-7-25-4, the City Council, as the legislative body of the
City (on behalf of the City Redevelopment Commission), upon passage of the ordinance by the
City Council approving this Interlocal Agreement and the execution hereof by all parties hereto,
irrevocably pledges one hundred percent (100%) of the tax increment revenues to be derived from
the increase of assessed value of real property within the BJ’s Allocation Area pursuant to Indiana
Code 36-7-14-39(b) (the “Pledged BJ’s TIF Revenue”) to the County Redevelopment Commission
for the life of the BJ’s Allocation Area. The Pledged BJ’s TIF Revenue shall be used by the County
Parties for any of the following purposes:
a. To pay debt service on the Outstanding Bonds, through the final maturity thereof;
b. To replenish any debt service reserve funds securing the Outstanding Bonds,
through the final maturity thereof; and/or
c. To pay the costs of additional projects and improvements to 146th Street and other
related local public improvements which will be in, serving or benefitting the Area,
as the County shall determine in its sole discretion (collectively, the “Future County
Improvements”).
6. In the event that the Ramps East Allocation Area and the BJ’s Allocation Area, in
the aggregate, do not generate a sufficient amount of tax increment revenues (together, the
“Aggregate Revenues”) to meet one hundred percent (100%) coverage of the semi-annual debt
service payments due on the Outstanding Bonds in any given calendar year through and including
December 31, 2030 and for any reason (the “Coverage Trigger”), the City and/or the City
Redevelopment Commission shall remit to the County an amount equal to the difference between
the semi-annual debt service payment due on the Outstanding Bonds and the Aggregate Revenues
for that calendar year, subject to the limitation in the following sentence (the “Remittance
Amount”), by no later than thirty (30) days after the date the City and/or the City Redevelopment
5
Commission shall have received written notice thereof from the County. The Remittance Amount
shall not exceed twenty-five thousand dollars ($25,000) for any calendar year. Upon the
occurrence of a Coverage Trigger, the County Redevelopment Commission shall promptly notify
the City by providing written notice of the same, together with supporting documentation of the
Aggregate Revenues and the calculation of the Remittance Amount for that calendar year, via e-
mail or to the City of Carmel, Indiana, Carmel City Hall, One Civic Square, Carmel, Indiana
46032, attention: CFO/Controller.
7. The City, acting through its City Redevelopment Commission, shall use its best
efforts to attract new mixed-use developments within the Clay Terrace Allocation Area, and may
use up to ninety-five percent (95%) of the tax increment revenues to be derived from the increase
of assessed value of real property within the Clay Terrace Allocation Area pursuant to Indiana
Code 36-7-14-39(b) (the “Clay Terrace TIF Revenue”) to incentivize such new development.
8. Pursuant to Indiana Code 36-7-25-4, the City Council, as the legislative body of the
City, upon passage of the ordinance by the City Council approving this Interlocal Agreement and
the execution hereof by all parties hereto, irrevocably pledges five percent (5%) of the Clay Terrace
TIF Revenue to the County Redevelopment Commission for the life of the Clay Terrace Allocation
Area (such portion, the “Pledged Clay Terrace TIF Revenue”). The Pledged Clay Terrace TIF
Revenue shall be used by the County Parties solely for the purpose of paying the costs of the Future
County Improvements.
9. The County, acting through the County Redevelopment Commission, and with the
City Council’s approval as set forth in Section 10 below, may issue one or more series of its tax
increment revenue bonds to be secured and payable from the Pledged BJ’s TIF Revenue and the
Pledged Clay Terrace TIF Revenue in order to provide funds to pay all or a portion of the County
share of the Future County Improvements, together with any incidental costs related thereto and
on account of issuance of the bonds (the “Future Bonds”). Notwithstanding anything herein to the
contrary, the County, acting through the County Redevelopment Commission, and with the City
Council’s approval as set forth in Section 10 below, may also elect to use the Pledged Clay Terrace
TIF Revenue to pay debt service on the Outstanding Bonds.
10. The City Council, as the legislative body of the City, upon passage of the ordinance
by the City Council approving this Interlocal Agreement and the execution hereof by all parties
hereto, approves the issuance of the Future Bonds by the County, through the County
Redevelopment Commission, as described in Section 9 above, and approves the use of the Pledged
BJ’s TIF Revenue and the Pledged Clay Terrace TIF Revenue to be used to pay principal of and
interest on the Future Bonds and/or the Outstanding Bonds.
11. The County Parties shall select such engineers, design professionals and appraisers
as are necessary to design and construct the Future County Improvements in the County’s sole
discretion. The County shall be responsible for obtaining bids and awarding any contracts for land
acquisition, design, construction inspection and construction of the Future County Projects. The
County shall manage the Future County Improvements and shall be responsible for and pay all
costs thereof. The County shall take commercially reasonable steps to coordinate the Future
County Improvements with the City’s Chief Infrastructure Officer regarding the same. If the
County should desire the City to accept and maintain all or a portion of such Future County
6
Improvements upon completion, the County shall request the same subject to approval by the
Mayor of the City.
12. The County, acting through its County Highway Department, and the City, acting
through its Engineering Department, shall meet periodically, to discuss the progress of the Future
County Improvements.
13. Unless otherwise agreed to by the City in accordance with Section 10, upon
completion of all or part of each Future County Improvement, the County shall accept, inventory
and maintain such Future County Improvement. Each unit will receive all State and Federal funds
available for maintenance of the portion of the Future County Improvements to be maintained by
the unit, including Local Road and Street, Motor Vehicle Highway, and Bridge Maintenance funds.
14. Following the creation of the BJ’s Allocation Area and the Clay Terrace Allocation
Area, the County agrees to submit a written spending report to the City no more frequently than
annually which describes the expenditures of the Pledged BJ’s TIF Revenue and/or the Pledged
Clay Terrace TIF Revenue in reasonable detail during the prior calendar year.
15. The parties agree to take all actions and proceedings necessary to implement the
terms and conditions of this Interlocal Agreement.
16. The City Parties and the County Parties each agree that they shall be responsible
for their own fees and expenses incurred related to this Agreement and the actions contemplated
herein, including legal fees and municipal advisor fees, and that neither party shall look to the
other party for reimbursement of the same.
17. In the event there is dispute between the parties concerning any terms of this
Interlocal Agreement, the dispute shall be initially discussed by the Director of the Hamilton
County Highway Department and the City Engineer of Carmel or their designees. If there is no
resolution of the issue at the staff level described above, the dispute shall be submitted to a four 4)
person dispute committee to include: (i) the Mayor of the City or his/her designee; (ii) a member
of the City Council designated by the City Council; (iii) a member of County Commissioners
designated by the County Commissioners; (iv) a member of the County Council designated by the
County Council; (v) the Director of the Hamilton County Highway Department (as a non-voting
member); and (vi) the City Engineer (as a non-voting member) (collectively, the “Dispute
Committee”). The meeting of the Dispute Committee shall be considered discussions to resolve
potential litigation and, therefore, held in a noticed executive session.
18. In the event the dispute is not resolved by the Dispute Committee, the parties agree
to submit the dispute to mediation pursuant to the Indiana Rules of Alternative Dispute Resolution
prior to the initiation of litigation. In the event the parties are unable to agree upon a mediator for
such dispute, the parties agree to alternately strike from a panel of mediators appointed by the
Judge of the Circuit Court of Hamilton County.
19. This Interlocal Agreement may be executed in one or more counterparts, any of
which shall be regarded for all purposes as an original and all of which constitute but one and the
same instrument.
7
20. This Interlocal Agreement shall be recorded by the County and a recorded copy
shall be delivered to the Controller of the City and to the Hamilton County Auditor.
[Signature Pages Follow]
8
ALL OF WHICH IS AGREED TO BY the Board of Commissioners of Hamilton County,
Indiana, on this ____ day of ___________, 2024.
BOARD OF COMMISSIONERS OF
HAMILTON COUNTY, INDIANA
Mark Heirbrandt, President
Steven C. Dillinger, Vice President
Christine Altman, Member
ATTEST:
Robin Mills, County Auditor
9
ALL OF WHICH IS AGREED TO BY the Hamilton County Council on this ____ day of
___________, 2024.
COUNTY COUNCIL OF
HAMILTON COUNTY, INDIANA
Amy Massillamany, President
Sue Maki, Vice President
Tim Griffin, Member
Mark Hall, Member
Ken Alexander, Member
Brad Beaver, Member
Steven Nation, Member
ATTEST:
Robin Mills, County Auditor
10
ALL OF WHICH IS AGREED TO BY the Hamilton County Redevelopment Commission
on this ____ day of ___________, 2024.
HAMILTON COUNTY
REDEVELOPMENT COMMISSION
____________________________________
President
____________________________________
Vice President
____________________________________
Secretary
____________________________________
Member
____________________________________
Member
ATTEST:
Secretary
11
ALL OF WHICH IS AGREED TO BY the Common Council of the City of Carmel,
Indiana, on this ____ day of ___________, 20__.
COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA
___________________________________
Anthony Green, President Adam Aasen, Vice-President
___________________________________ ____________________________________
Teresa Ayers Anita Joshi
___________________________________ ____________________________________
Ryan Locke Shannon Minnaar
___________________________________ ___________________________________
Matt Snyder Rich Taylor
___________________________________
Jeff Worrell
ATTEST:
__________________________________
Jacob Quinn, Clerk
12
ALL OF WHICH IS AGREED TO BY the Carmel Redevelopment Commission on this
____ day of ___________, 2024.
CITY OF CARMEL REDEVELOPMENT
COMMISSION
____________________________________
President
____________________________________
Vice President
____________________________________
Secretary
____________________________________
Member
____________________________________
Member
ATTEST:
Secretary
APPENDIX A
Parcel comprising the new BJ’s Allocation Area
The following parcel is to be removed from the U.S. 31 Ramps Economic Development
Area and designated by the City Redevelopment Commission as the new BJ’s Allocation Area,
and are shown in the darker shaded area on the map attached hereto:
PARCEL ID NUMBER:
16-10-19-00-00-001.009
MAP
APPENDIX B
Parcels comprising the new Clay Terrace Allocation Area
The following parcel(s) are to be removed from the U.S. 31 Ramps Economic Development
Area and designated by the City Redevelopment Commission as the new Clay Terrace Allocation
Area, and are shown in the red-shaded area on the map attached hereto:
PARCEL ID NUMBER:
16-09-24-00-00-015.001
16-09-24-00-00-015.101
MAP
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