HomeMy WebLinkAboutD-1986-10 Amend 2006 Bond/$5,000,000 Keystone Ave Third AddendumORDINANCE D- 1986 -10
AS AMENDED
SPONSOR(S): Councilor Snyder
AN ORDINANCE OF THE COMMON COUNCIL
OF THE CITY OF CARMEL, INDIANA,
AUTHORIZING AN AMENDMENT TO A LEASE
BETWEEN THE CARMEL REDEVELOPMENT AUTHORITY
AND THE CARMEL REDEVELOPMENT COMMISSION
MODIFYING THE PUBLIC IMPROVEMENT PROJECTS AUTHORIZED
THEREUNDER AND TAKING OTHER ACTIONS IN RESPECT THERETO
WHEREAS, the Carmel Redevelopment Authority, as lessor (the "Authority and the
Carmel Redevelopment Commission, as lessee (the "Commission previously entered into a
Lease dated as of July 1, 2006, as previously amended (as so amended, the "Lease and
WHEREAS, pursuant to Indiana Code 36 -7 -14 -25.2, the Commission, following public
hearing, has adopted a resolution approving a Third Addendum to the Lease (the "Third
Addendum that modifies the project list attached as Exhibit C thereto, substituting the public
improvement project known as the Keystone Avenue road improvement project (the "New
Project for all or a portion of the project referenced in Exhibit C of the Lease as "River Road
Alignment" and for the projects referenced in Exhibit C of the Lease as "Guilford Road -City
Center to Main Street Enhancements" and "Guilford Road 116 Street to Carmel Drive" (2006
Bond Project collectively $5,000,000) and authorizing any or all of the New Project to be added
to the Leased Premises (as defined in the Lease); and
WHEREAS, pursuant to Indiana Code 36 7 -14 -25.2, the Common Council of the City of
Cannel, Indiana (the "City desires to approve the execution and delivery of the Third
Addendum;.
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE
CITY OF CARMEL, INDIANA, THAT:
SECTION 1. It is hereby found that the substitution of the New Project will not
adversely affect the value of the Leased Premises, that the rental payments under the Lease
remain fair and reasonable, and further finds that the use of the New Project throughout the term
of the Lease will serve the public purpose of the City and is in the best interests of its residents.
Accordingly, the Common Council hereby approves the Third Addendum, as approved by the
Commission, pursuant to Indiana Code 36 -7 -14 -25.2, in substantially the form provided at this
meeting.
VERSION A, AS AMENDED 4/27/10
Prepared by: David A. Arrensen
Baker Daniels LLP
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
BDDBOI 60893 5v2
SECTION 2. This Ordinance shall be effective upon its passage by the Council and
approval by the Mayor of the City, in accordance with Indiana Code 36 -4 -6 et seq.
PASSED AND ADOPTED by the Common Council of the City of Carmel, Indiana this
3` day of I'Yl t 2010, by a vote of 7 ayes and a nays.
Richard L. Sharp, 'resid °nt Pro Tempore
Ronald E. Carter
ATTE
Diana L. Cordray, IAMC, Clerk -Tr -as er
Presented by me to the Mayor of the City of Carmel, Indiana this J day of
Diana L. Cordray, IAMC, Clerk Treasur
Approved by me, Mayor of the City of Carmel, Indiana, this 7 i day of
2010, at 11: 3 AM.
d
ATTEST:
BDDBOI 6089315v1
COMMON COUNCIL FOR THE CITY OF CA
Diana L. Cordray, IAMC, lerk Treasur
2010, at 8 59 A.M.
Prepared by: David A. Arrensen
Baker Daniels LLP
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
ri�ffiths
nsticl�er
-2-
evin Rider
Eric S..
Luci der
a es Brainard, a yor
THIRD ADDENDUM TO LEASE BETWEEN
THE CARMEL REDEVELOPMENT AUTHORITY, AS LESSOR,
AND THE CARMEL REDEVELOPMENT COMMISSION, AS LESSEE
THIS ADDENDUM, made and entered into as of this 1st day of April, 2010, by
and between the Carmel Redevelopment Authority, a body corporate and politic organized and
existing under Indiana Code 36 -7 -14.5, and the Carmel Redevelopment Commission, the
governing body of the City of Carmel Department of Redevelopment and the Redevelopment
District of the City of Carmel, Indiana,
WITNESSETH:
In consideration of the mutual covenants herein contained, it is agreed that the
lease previously entered into between said parties as of July 1, 2006, as amended by an
Addendum to Lease made and entered into as of August 1, 2006 (as so amended, the "Lease
shall be amended as follows:
1. The list of projects eligible to be funded as listed in Exhibit C to the Lease
is hereby amended by amending deleting the projects referenced as in Exhibit C of the Lease as
"Guilford Road -City Center to Main Street Enhancements" and "Guilford Road 116 Street to
Carmel Drive" and revising the project referenced Exhibit C of the Lease as "River Road
'Alignment" to reduce the allocation of funds therefor to 51,000,000 and substituting in lieu
thereof the following project:
"Keystone Avenue Street Improvement Project ($5,000,000)."
2. Exhibit B of the Lease is hereby amended by adding the following to the
Leased Premises: "Keystone Avenue and all improvements to be made thereto ($5,000,000).
a The parties hereto acknowledge that all remaining terms, covenants and
conditions as set forth in the Lease shall remain in full force and effect.
to Lease to be executed for and on their behalf on the day and year first hereinabove written.
ATTEST:
Secretary- Treasurer
IN WITNESS WHEREOF, the parties hereto have caused this Third Addendum
By:
By:
CARMEL REDEVELOPMENT AUTHORITY
President
CARMEL REDEVELOPMENT COMMISSION
(Signature page to Third Addendum to Lease)
to Lease to be executed for and on their behalf on the day and year first hereinabove written.
CARMEL REDEVELOPMENT AUTHORITY
By: 9 r ;UArtlit
ATTEST:
retary- 'reasurer
ATTEST:
Secretary
IN WITNESS WHEREOF, the parties hereto have caused this Third Addendum
By:
President
Vir sr
CARMEL REDEVELOPMENT COMMISSION
(Signature page to Third Addendum to Lease)
STATE OF INDIANA
SS:
COUNTY OF HAMILTON
Before me, the undersigned, a Notary Public in and for said State, personally
appeared Racer Ba5a,.0 and t fji.efc OA Q 61=7Z personally known by me to be the
President and Secretary Treasurer, respectively, of the Carmel Redevelopment Authority, and
acknowledged the execution of the foregoing Third Addendum to Lease for and on behalf of said
Authority.
(SEAL)
WITNESS my hand and Notarial Seal this '7 may of
My commission expires: 2.t-k&) at .a016
Resident of /J A-Rto� County, Indiana.
2010.
(Written Signature)
CZf! /NE 'Ass
(Printed Signature)
(Notary page w Third Addendum to Lease)
STATE OF INDIANA
SS:
COUNTY OF HAMILTON
Before me, the undersigned, a Notary Public in and for said State, personally
appeared and personally known by me to be the
President and Secretary, respectively, of the Carmel Redevelopment Commission, and
acknowledged the execution of the foregoing Third Addendum to Lease for and on behalf of said
Commission.
(SEAL)
WITNESS my hand and Notarial Seal this /74day of /7 -1 2010.
My commission expires: G �.)2'/
Resident of Mr),,,,,/ /o County, Indiana.
(Written Signature)
D el ,q/6/ /7
(Printed Signature)
I affirm, under the penalties for perjury, that I have taken reasonable care to redact each. Social Security
number in this document, unless required by law: David A. Arrensen.
This instrument prepared by David A. Arrensen, Baker Daniels LLP, 300 North Meridian Street, Suite
2700, Indianapolis, Indiana 46204.
RESOLUTION NO. 2010-3
RESOLUTION OF THE CARMEL REDEVELOPMENT COMMISSION
APPROVING A PROPOSED LEASE ADDENDUM BETWEEN THE
CARMEL REDEVELOPMENT AUTHORITY AND THE
REDEVELOPMENT COMMISSION
WHEREAS, the Carmel Redevelopment Commission (the "Commission of the
City of Carmel, Indiana (the "City the governing body of the Department of Redevelopment of
the City and the Redevelopment District of the City (the "Redevelopment District exists and
operates under the provisions of Indiana Code 36 -7 -14, as amended from time to time (the
"Act
WHEREAS, the Carmel Redevelopment Authority (the "Authority exists
pursuant to Indiana Code 36 -7 -14.5, as a separate body, corporate and politic and as an
'instrumentality of the City of Cannel, Indiana (the "City to finance local public improvements
for lease to the Commission;
WHEREAS, the City previously financed the costs of certain local public
improvements, including costs and expenses related to various road projects .in the City and other
projects identified in a Lease (the "Lease between the Authority and the Commission dated as
of July 1, 2006 through the issuance of lease rental revenue bonds (the "Bonds of the
Authority, payable from lease rental payments from the Commission, in turn payable from a
pledge of the City's distributive share of Hamilton County Option Income Tax revenues;
WHEREAS, the Commission and the Authority now desire to amend the Lease by
substituting a portion of the public improvement project known as the Keystone Avenue road
improvement project (the "New Project for or a portion of the project referenced in Exhibit C
of the Lease as "River Road Alignment" and for the projects referenced in Exhibit C of the Lease
as "Guilford Road -City Center to Main Street Enhancements" and "Guilford Road 116 Street to
Carmel Drive" and authorizing any or all of the New Project to be added to the Leased. Premises
(as defined in the Lease); and
WHEREAS, in connection with the financing of a portion of the cost of the New
Project, there has been prepared a form of proposed Third Addendum to Lease (the "Third
Addendum to Lease amending the Original Lease by including the New Project as a project
authorized to be financed under the Lease and the Trust Indenture dated as of August 1, 2006,
between the Authority and Regions Bank, as trustee; and
WHEREAS, after a public hearing concerning the New Project on March 17,
2010, the Commission now desires to approve the form of the Third Addendum to Lease and
authorize its execution and delivery;
NOW, THEREFORE, BE IT RESOLVED BY THE CARMEL
REDEVELOPMENT COMMISSION AS FOLLOWS:
1. The Commission hereby approves the form of the Third Addendum to
Lease attached hereto as Exhibit A and made a part hereof and authorizes the President of the
Conirnission to execute; and the Secretary of the Commission to attest, the Third Addendum to
Lease, and to deliver the Third Addendum to Lease in substantially the form presented at this
meeting with such changes in .form or substance as the President of the Commission shall
approve, such approval to be conclusively evidenced by the execution thereof.
2. This resolution shall be in full force and effect after its adoption by the
Commission.
ADOPTED AND APPROVED at a meeting of the Carmel Redevelopment Commission
held on the 17th day of March, 2010.
BDDBQ 16066608v 1
CITY OF CARMEL REDEVELOPMENT
COMMISSION
Pisident
Vice President
ecretary
Commissioner
-3-
COMMON COUNCIL
MEETING MINUTES
MONDAY, MAY 3, 2010 6:00 P.M.
COUNCIL CHAMBERS /CITY HALL /ONE CIVIC SQUARE
MEMBERS PRESENT:
Mayor James Brainard, Council President Richard L. Sharp, Council Members W. Eric Seidensticker,
John V. Accetturo, Joseph C. Griffiths, Luci Snyder, Ronald E. Carter, Kevin Rider, Clerk- Treasurer
Diana L. Cordray and Deputy Clerk- Treasurer Lois Fine.
Mayor Brainard called the meeting to order at 6:01 p.m.
Carmel Police Chaplain George Davis pronounced the Invocation.
Mayor Brainard led the Pledge of Allegiance.
RECOGNITION OF CITY EMPLOYEES AND OUTSTANDING CITIZENS:
There were none.
APPROVAL OF MINUTES:
Councilor Seidensticker made a motion to approve the Minutes from the April 14, 2010 Special Meeting.
Councilor Snyder seconded. Councilor Griffiths noted that there was a scrivener's error on line 22
(incomplete Resolution number). There was no Council discussion. Council President Sharp called for
the vote. The Minutes were approved 7 -0.
Councilor Griffiths made a motion to approve the Minutes from the April 19, 2010 Regular Meeting.
Councilor Seidensticker seconded. There was no Council discussion. Council President Sharp called for
the vote. The Minutes were approved 7 -0.
Councilor Griffiths made a motion to approve the Minutes from the April 26, 2010 Special Meeting.
Councilor Seidensticker seconded. There was no Council discussion. Council President Sharp called for
the vote. The Minutes were approved 4 -3 (Councilors Accetturo, Carter and Snyder abstained).
RECOGNITION OF PERSONS WHO WISH TO ADDRESS THE COUNCIL:
Nancy Blondin, 3241 E. 106 Street, Carmel, IN addressed the Council regarding proposed pathways and
sidewalks on 106 street from LaSalle to Birch Canyon.
Angie Molt, 740 W. Auman Drive, Carmel, IN addressed the Council opposed to Ordinance D- 1989 -10
(Stop and Yield Sign Removal at 126 Auman Drive).
1
COUNCIL, MAYORAL AND CLERK TREASURER COMMENTS /OBSERVATIONS:
Councilor Seidensticker addressed Angie Molt.
Councilor Snyder addressed the Council regarding the Hamilton County Humane Society.
Councilor Accetturo addressed the Council regarding his concerns regarding the City's finances.
Councilor Carter addressed the Council regarding his support of the Carmel -Clay school referendum.
Council President Sharp addressed Angie Molt.
ACTION ON MAYORAL VETOES:
There were none.
CLAIMS:
Councilor Griffiths made a motion to approve claims in the amount of $4,677,320.63. Councilor Snyder
seconded. There was no Council discussion. Council President Sharp called for the vote. Claims were
approved 7 -0.
COMMITTEE REPORTS:
Councilor Snyder reported that the Finance, Administration and Rules Committee met and discussed
Ordinance D- 1986 -10 and Ordinance D- 1987 -10. Both items were returned to the Council with a positive
recommendation with proposed amendments. The committee report will be given when the items appear
on the agenda. The next meeting will be held on Thursday, May 20, 2010 at 5:30 p.m.
Councilor Seidensticker reported that the Land Use, Annexation and Economic Development Committee
met and discussed Ordinance Z- 540 -10 which was referred to the Council with a positive
recommendation. The committee report will be given when this item appears on the agenda. Ordinance
Z- 541 -10 remains in the committee. The next meeting will be held on Tuesday, May 25, 2010 at 5:30.
Councilor Carter reported that the Parks, Recreation and Arts Committee met and discussed the Parks
Interlocal Agreement. The next meeting will be held on Tuesday, May 11, 2010 at 5:00 p.m.
Councilor Griffiths reported that the Utilities, Transportation and Public Safety Committee had not met.
The next meeting will be held on Monday, May 10, 2010 at 5:30 p.m.
Mr. Hammer presented the report from the Carmel Redevelopment Commission. There was brief Council
discussion. Mayor Brainard addressed the Council.
OLD BUSINESS
Council President Sharp announced the Second Reading of Ordinance D- 1984 -10; An Ordinance of the
Common Council of the City of Carmel, Indiana, Amending City Code Chapter 8, Article 3, Section 22(a)
(Forty m.p.h. Speed Limit Designations), Changing the Speed Limit to 40 Miles Per Hour on Keystone
Parkway; Sponsor: Councilor Griffiths. Remains in the Utilities, Transportation and Public Safety
Committee. Council President Sharp referred to Councilor Griffiths for clarification.
2
Council President Sharp announced the Second Reading of Ordinance D- 1985 -10; An Ordinance of the
Common Council of the City of Carmel, Indiana, Amending City Code Chapter 8, Article 3, Section 8-
26(a) (b) Worksite Speed Limit Designation) Designating Worksite Speed Limits on Certain City
Streets; Sponsor: Councilor Griffiths. Remains in the Utilities, Transportation and Public Safety
Committee. This item was not discussed.
Council President Sharp announced the Second Reading of Ordinance D- 1986 -10; An Ordinance of the
Common Council of the City of Carmel, Indiana, Authorizing An Amendment to a Lease between the
Carmel Redevelopment Authority and the Carmel Redevelopment Commission Modifying the 2006 Road
Bond (Keystone Avenue Street Improvement Project $5,000,000). Councilor Snyder presented the
Finance, Administration and Rules Committee report to the Council and reviewed the proposed
amendments. Councilor Snyder referred to Dave Arrensen, Attorney, Baker Daniels, 600 E. 96 Street,
Indianapolis, IN to address the Council. Councilor Griffiths made a motion to approve Ordinance
D- 1986 -10. Clerk- Treasurer Diana L. Cordray addressed the Council. Councilor Griffiths rescinded his
motion. Councilor Griffiths made a motion to amend Ordinance D- 1986 -10 as presented, As Amended,
VERSION A, 4/27/10. Councilor Rider seconded. There was no Council discussion. Council President
Sharp called for the vote. The motion was approved 7 -0. Councilor Griffiths made a motion to approve
Ordinance D- 1986 -10 As Amended VERSION A 4/27/10. Councilor Seidensticker seconded. There was
no Council discussion. Council President Sharp called for the vote. Ordinance D- 1986 -10 As
Amended, VERSION A 4 /27/10 was adopted 7 -0.
Council President Sharp announced the Second Reading of Ordinance D- 1987 -10; An Ordinance of the
Common Council of the City of Carmel, Indiana, Authorizing and Providing for the Appropriation of
Funds from the Rainy Day Fund (Carmel Performing Arts Foundation $2,000,000). Councilor Snyder
presented the Finance, Administration and Rules Committee report to the Council and made a motion to
amend Ordinance D- 1987 -10 as presented, As Amended VERSION A, April 27, 2010, and reviewed the
proposed amendments. Councilor Griffiths seconded. Councilor Griffiths made a motion to amend the
amendment to change lines 71 and 78 from $2,000,000.00 to $1,635,904.00. Councilor Snyder seconded.
There was no Council discussion. Council President Sharp called for the vote. The motion was approved
7 -0. Mayor Brainard addressed the Council. Clerk- Treasurer Diana L. Cordray asked the Mayor for a
clarification of the ordinance. There was brief Council discussion. Council President Sharp called for the
vote. The motion was approved 6 -1 (Councilor Accetturo opposed). Council President Sharp addressed
the Council. Councilor Griffiths made a motion to approve Ordinance D- 1987 -10 As Amended,
VERSION A, April 27, 2010. Councilor Rider seconded. There was no Council discussion. Council
President Sharp called for the vote. Ordinance D- 1987 -10 As Amended, VERSION A, April 27, 2010
was adopted 6 -1 (Councilor Accetturo opposed).
Council President Sharp announced the Second Reading of Ordinance D- 1988 -10; An Ordinance of the
Common Council of the City of Carmel, Indiana, Authorizing and Approving Additional Appropriations
of Funds from the Motor Vehicle Highway Fund ($893,191), Cumulative Capital Development Funds
($199,816) and The Rainy Day Fund ($3,848,857); Sponsor(s): Councilor(s) Sharp and Snyder. Remains
in the Finance, Administration and Rules Committee. This item was not discussed.
Council President Sharp announced the Second Reading of Ordinance Z-540 -10; An Ordinance of the
Common Council of the City of Carmel, Indiana, Updating Chapter 4: Definitions in the Subdivision
Control Ordinance (Adding Definitions for Final Plat and Preliminary Plat). Councilor Seidensticker
presented the Land Use, Annexation and Economic Development Committee report to the Council. There
3
was no Council discussion. Councilor Griffiths made a motion to approve Ordinance Z- 540 -10.
Councilor Rider seconded. There was no Council discussion. Council President Sharp called for the
vote. Ordinance Z-540 -10 was adopted 7 -0.
Council President Sharp announced the Second Reading of Ordinance Z-541 -10; An Ordinance of the
Common Council of the City of Carmel, Indiana, Rezoning 6 Properties Northwest of Carmel Drive and
Range Line Road from the B- 3/Business and I -1 /Industrial District Classifications to the C -1 /City Center
District Classification; Sponsor(s): Councilor(s) Carter and Rider. Remains in the Land Use, Annexation
and Economic Development Committee. This item was not discussed.
Council President Sharp announced Resolution CC- 03- 15- 10 -02; An Ordinance of the Common Council
of the City of Carmel, Indiana, Authorizing Solicitation of Bids for Garbage and Rubbish Removal and
Curbside Recycling; Sponsor(s): Councilor(s) Carter, Rider and Snyder. Remains in the Utilities,
Transportation and Public Safety Committee. This item was not discussed.
PUBLIC HEARINGS
Council President Sharp announced Resolution CC- 05- 03- 10 -01; A Resolution of the Common Council
of the City of Carmel, Indiana, Approving a Ten Year (10) Personal Property Tax Abatement for
GEMMS, Inc., 201 West 103` Street, Suite 140, Indianapolis, Indiana 46290. Councilor Carter made a
motion to move this item into business. Councilor Snyder seconded and presented this item to the
Council. There was no Council discussion. Council President Sharp opened the Public Hearing at
7:22 p.m. Seeing no one who wished to speak, Council President Sharp closed the Public Hearing at
7:22:20 p.m. Councilor Griffiths made a motion to approve Resolution CC- 05- 03- 10 -01. Councilor
Snyder seconded. There was no Council discussion. Council President Sharp called for the vote.
Resolution CC- 05- 03- 1 -01 was adopted 7 -0.
NEW BUSINESS
Council President Sharp announced the First Reading of Ordinance D- 1989 -10; An Ordinance of the
Common Council of the City of Carmel, Amending Carmel City Code Section 8 -120 (Specific Locations
of Stop and Yield Intersections Designated; Mohawk Road, 126 Lexington. Blvd., and 126 Auman
Drive) and its "Schedule A Councilor Griffiths made a motion to move this item into business.
Councilor Rider seconded. Councilor Seidensticker presented this item to the Council. There was no
Council discussion. Council President Sharp referred Ordinance D- 1989 -10 to the Utilities,
Transportation and Public Safety Committee for further review and consideration.
OTHER BUSINESS
There was none.
ANNOUNCEMENTS
Council President Sharp announced that an Executive Session was held this evening at 5:30 p.m. The
purpose of the meeting was to discuss pending litigation.
EXECUTION OF DOCUMENTS
4
ADJOURNMENT
Mayor Brainard adjourned the meeting at 7:25 p.m.
ATTEST:
Clerk- Treasurer Diana L. Cordray, IAMC
05%03 /H) CC :Meeting Minutes
Respectfully submitted,
Clerk Treasurer Diana L. Cordray, IAMC
Approved,
Mayor James Brainard
5
EXCERPTS OF MINUTES OF A SPECIAL MEETING OF THE
CITY OF CARMEL REDEVELOPMENT AUTHORITY
HELD ON JULY 7, 2010
The City of Carmel Redevelopment Authority (the "Authority held a special meeting on
July 7, 2010, at 1:00 p.m. (local time) on the third floor of the Carmel City Hall, located at One
Civic Center, Carmel, Indiana. The officers of the Authority acknowledged compliance with the
Indiana Open Door Law. Members of the Authority were present or absent as indicated:
Present: lob \_k ;'Th, -�`c�, dc��, --1v(6, 6(1
-5∎Aat an 1.1
Absent:
The meeting was called to order by the acting presiding officer of the Authority.
(Other Business Conducted)
The presiding officer then initiated discussion in consideration of Resolution No. 2010
(the "Resolution approving the Third Addendum to Lease with respect to the Lease
between the Authority and the Carmel Redevelopment Commission dated as of July 1, 2006. At
the conclusion of discussion and a request by the presiding officer for a motion to consider the
adoption of the Resolution, upon a motion by 1V .0 �1S seconded bY4 D.c k. batt 4,r
carried by the following vote:
Ayes: 3
Nays:
Abstaining:
the Authority adopted and filed with the minutes of this meeting the Resolution.
BDDBOI 6223487v1
BDDBOI 6223487v1
(Other Business Conducted)
Upon motion and vote, the meeting was adjourned.
The foregoing excerpts of minutes are hereby certified to be true and correct.
-2-
CITY OF CARMEL REDEVELOPMENT
AUTHORITY
tary Treasurer
August 6, 2010
City of Carmel
Redevelopment Authority
Carmel, Indiana
City of Carmel
Redevelopment Commission
Carmel, Indiana
Regions Bank, as Trustee
Nashville, Tennessee
Re: City of Carmel Redevelopment Authority
County Option Income Tax Lease Rental Revenue Bonds, Series 2006
Ladies and Gentlemen:
The City of Carmel Redevelopment Authority "Authority has previously issued the
above captioned bonds (the "Bonds pursuant to a Trust Indenture between the Authority and
Regions Bank, as trustee "Trustee dated as of August 1, 2006, as previously amended (as so
amended, the "Indenture The principal of and interest on the Bonds is payable from lease
rentals payable to the Authority pursuant to a Lease between the Authority and the City of
Carmel Redevelopment Commission (the "Commission dated as of July 1, 2006, as previously
amended (as so amended, the "Lease
The Authority and Commission intend to execute a Third Addendum to Lease (the "Third
Lease Addendum dated as of April 1, 2010, to amend the project list contained in Exhibit C
thereof and to add certain property to the Leased Premises (as defined in the Lease).
We have examined the law and such certified proceedings and other certificates,
instruments and documents as we have deemed necessary or appropriate for purposes of
rendering this opinion. As to questions of fact material to our opinion, we have relied, without
undertaking to verify the same by independent investigations, upon representations, covenants
and certifications of officials contained in the certified proceedings and other certificates,
instruments and documents furnished to us.
City of Carmel Redevelopment Authority
City of Carmel Redevelopment Commission
Regions Bank -2- August 6, 2010
Based on the foregoing, we are of the opinion that:
1. The amendment to the Lease contained in the Third Lease Addendum does not
adversely affect the rights of the holders of the Bonds.
2. The execution and delivery of the Third Lease Addendum has been duly
authorized by the Authority, the Commission and the Common Council of the
City of Carmel, Indiana.
4. The Third Lease Addendum has been duly executed and delivered and constitutes
the valid and binding obligation of the respective parties thereto enforceable
against such parties in accordance with their terms,
5. No consent of any person not already obtained is required to be obtained in
connection with the execution, delivery or performance of the Third Lease
Addendum. Without limiting the foregoing, neither Bondholder consent nor the
consent of the Bond Insurer is required in connection with the execution, delivery
or performance of the transaction contemplated by the Third Lease Addendum.
6. Implementation of the terms of the Third Lease Addendum does not adversely
affect the tax exempt status of the Bonds.
7. Implementation of the terms of the Third Lease Addendum does not give rise to
or constitute (a) a substitution or release of the Leased Premises; (b) a
modification of the Lease which would substantially impair or reduce the security
of the holder of the Bonds; or (c) a modification to the plans and specifications for
the Leased Premises.
8. Other than providing notice to the Bond Insurer, which notice is not required to be
given prior to the execution or delivery of the Third Lease Addendum, no
additional notice, filing or the like is required to be given or obtained by the
Trustee in connection with execution, delivery or performance of the Third Lease
Addendum.
9. Use of monies on deposit in the Construction Fund to pay costs related to
improvements to the Leased Premises (other than with respect to Projects
identified in Exhibit C to the Lease) is authorized and permitted under the
Indenture and does not adversely affect the legal obligation of the City of Carmel
Redevelopment Commission to pay full rentals due under the Lease.
This opinion has been issued to (i) the Authority, as the issuer of the outstanding Bonds
and lessor under the Lease, (ii) the Commission, as lessee under the Lease, and (iii) the Trustee,
City of Carmel Redevelopment Authority
City of Carmel Redevelopment Commission
Regions Bank -3- August 6, 2010
as trustee under the Indenture, for such parties' sole use only in connection with this transaction,
and no other parties may rely upon this opinion without our written consent.
BDDBOI 6289326v l
Very truly yours,
DyA444