HomeMy WebLinkAboutD-2073-11 2002 COIT Refunding Bonds/$7,500,000ORDINANCE NO. D- 2073 -11
AS AMENDED
Sponsor: Councilor Snyder
AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL,
INDIANA, AUTHORIZING THE ISSUANCE AND SALE OF THE CITY OF CARMEL,
INDIANA, COUNTY OPTION INCOME TAX REVENUE REFUNDING BONDS TO
PROCURE FUNDS TO BE APPLIED TO THE REFUNDING OF CERTAIN
OUTSTANDING OBLIGATIONS OF THE CITY OF CARMEL, INDIANA,
TOGETHER WITH COSTS AND EXPENSES INCIDENTAL THERETO, INCLUDING
COSTS AND EXPENSES IN CONNECTION WITH THE ISSUANCE OF THE BONDS
WHEREAS, the Hamilton County Income Tax Council has previously adopted an
ordinance imposing the county option income tax (the "COIT on taxpayers of Hamilton
County, Indiana (the "County pursuant to Indiana Code 6- 3.5 -6, as amended (the "Act and
WHEREAS, the Act provides that revenue derived from the imposition of the COIT shall
be distributed to the County monthly on the first day of each month and further distributed in
accordance with the Act to the civil taxing units in the County, including the City of Carmel,
Indiana (the "City (the City's distributive share of each such monthly distribution is hereinafter
referred to as the "Monthly Distribution and
WHEREAS, the City has previously issued its City of Carmel, Indiana, County Option
Income Tax Revenue Bonds, Series 2002, dated as of October 15, 2002 (the "2002 Bonds in
the original aggregate principal amount of Ten Million Four Hundred Fifty Thousand Dollars
($1.0,450,000), pursuant to Ordinance No. D- 1594 -02, as amended, adopted by the Common
Council of the City (the "Common Council on September 16, 2002, for the purpose of
procuring funds to construct certain transportation related facilities and certain road
infrastructure improvements in the City; and
WHEREAS, the 2002 Bonds are currently outstanding in the aggregate principal amount
of Seven Million One Hundred Sixty -Five Thousand Dollars (57,165,000); and
WHEREAS, the 2002 Bonds maturing on or after December 15, 2011, are subject to
redemption prior to maturity, at the option of the City, in whole or in part, on any date on or after
June 15, 2011, at a redemption price equal to the face value thereof, plus a premium of one
percent (1.0 of the face value of the 2002 Bonds to be redeemed (if redeemed anytime on or
before June 14, 2012), together with accrued interest to the date fixed for redemption, upon
written notice to the registered owners of such 2002 Bonds given by registered or certified mail
at least thirty (30), but not more than sixty (60), days prior to the date fixed for redemption; and
WHEREAS, due to favorable market conditions, the City now desires to refund all of the
outstanding 2002 Bonds (the "Refunded Bonds in order to effect a savings in the interest costs
on the Refunded Bonds; and
VERSION A- 11 /21 /1 I
WHEREAS, the City now desires to duly authorize the issuance of refunding bonds (as
more particularly described herein), in the aggregate principal amount not to exceed Seven
Million Five Hundred Thousand Dollars ($7,500,000), for the purpose of providing funds to pay:
(i) the redemption price of the Refunded Bonds, maturing on June 15, 2012 and thereafter, at the
earliest optional redemption date, together with accrued interest to the date fixed for redemption;
and (ii) the costs of refunding the Refunded Bonds, including the costs of issuance for the
refunding bonds (clauses (i) through and including (ii), collectively, the "Refunding and
WHEREAS, the Refunding and the financing thereof by the City, together with costs and
expenses incidental thereto, are necessary and are authorized by the Act and Indiana Code 5-1-5,
each as amended, and will be of general benefit to the City and its citizens; and
WHEREAS, the City does not have sufficient funds available or provided for in the
existing budgets or tax levies that may be applied to the cost of the Refunding, together with
costs and expenses incidental thereto, making it necessary to authorize the issuance of the
refunding bonds; and
WHEREAS, pursuant to Ordinance No. D- 1302 -97, adopted by the Common Council on
July 7, 1997 (the "COIT Ordinance the City has previously pledged and assigned a portion of
the City's Monthly Distributions of COIT revenues for the payment of any bond, note, warrant
or other evidence of indebtedness, any lease or other obligation (any bond, note, warrant or other
evidence of indebtedness, any lease or other obligation, individually, an "Obligation" and
collectively, the "Obligations identified by ordinance of the Common Council as an obligation
secured by the COIT Ordinance (any Obligation so identified as an obligation secured by the
COIT Ordinance, individually, a "Secured Obligation" and, collectively, the "Secured
Obligations on a parity basis if certain conditions are satisfied; and
WHEREAS, the currently outstanding Secured Obligations entitled to the pledge and
assignment of the Monthly Distributions of COIT revenues under the COIT Ordinance on a
parity basis consist of the following: (i) the 2002 Bonds (which will be defeased and no longer
outstanding upon the issuance of the refunding bonds authorized herein); (ii) the Lease
Agreement, dated as of July 8, 1997, as amended, between the City of Cannel Redevelopment
Authority (the "Redevelopment Authority as lessor, and the City of Carmel Redevelopment
Commission (the "Redevelopment Commission as lessee, which secures the City of Carmel
Redevelopment Authority County Option Income Tax Lease Rental Revenue Refunding Bonds
of 2004, dated as of March 18, 2004, currently outstanding in the aggregate principal amount of
$14,985,000, with a final maturity date of January 1, 2018; (iii) the Lease Agreement, dated as of
July 1, 2006, as amended, between the Redevelopment Authority, as lessor, and the
Redevelopment Commission, as lessee, which secures the City of Carmel Redevelopment
Authority County Option Income Tax Lease Rental Revenue Bonds, Series 2006, dated as of
August 29, 2006, currently outstanding in the aggregate principal amount of $65,490,000, with a
final maturity date of July 1, 2027; (iv) the City of Carmel, Indiana, Redevelopment District
Taxable County Option Income Tax Revenue Refunding Bonds, Series 2006, dated as of
December 6, 2006, currently outstanding in the aggregate principal amount of $5,910,000, with a
final maturity date of December 15, 2018; (v) the Lease Agreement, dated as of December 9,
2009, as amended, between the Redevelopment Authority, as lessor, and the Redevelopment
Commission, as lessee, which secures the City of Carmel Redevelopment Authority County
VERSION A- !1/21/11 2
Option Income Tax Lease Rental Revenue Bonds of 2010, dated as of January 28, 2010,
currently outstanding in the aggregate principal amount of $25,675,000, with a final maturity
date of January 1, 2031; (vi) up to $650,000 annually to the Hamilton County Redevelopment
District Tax Increment Revenue Bonds of 2006, dated March 16, 2006, currently outstanding in
the aggregate principal amount of $17,755,000, with a final maturity date of February 1, 2031;
and (vii) up to $465,000 annually to the Hamilton County Redevelopment Authority Economic
Development Lease Rental Bonds of 2011, dated May 17, 2011, currently outstanding in the
aggregate principal amount of $16,895,000, with a final maturity date of February 1, 2030
(clauses (i) through and including (vii), collectively, the "Outstanding COIT Obligations and
WHEREAS, the COIT Ordinance permits additional pledges and assignments of the
Monthly Distributions of COLT revenues under the COIT Ordinance ranking on a parity with the
pledge thereof to the Outstanding Secured Obligations, so long as certain conditions are met,
which conditions will be met upon the issuance of the hereinafter- defined Bonds; and
WHEREAS, the Common Council of the City now finds that all conditions precedent to
the adoption of an ordinance authorizing the issuance of COLT revenue bonds as Secured
Obligations, on a parity with the Outstanding Secured Obligations, to provide the necessary
funds to be applied to the cost of the Refunding, along with costs and expenses incidental
thereto, including the costs of issuance of bonds therefor, have been complied with in accordance
with the provisions of the COIT Ordinance, the Act and all other provisions of the Indiana Code
relating to the issuance of such bonds;
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE
CITY OF CARMEL, INDIANA, as follows:
SECTION 1. Authorization. The City now finds it necessary to provide funds for
refunding the 2002 Bonds thereby reducing its interest payments and effecting a savings, as will
be reported after the sale of the bonds issued hereunder by the City's financial advisor, H.J.
Umbaugh Associates (the "Financial Advisor The City is hereby authorized to make a loan
in the principal amount not to exceed Seven Million Five Hundred Thousand Dollars
($7,500,000), for the purpose of providing funds to be applied to the costs of the Refunding,
together with expenses incurred in connection therewith, including the costs of the issuance of
bonds.
SECTION 2. Issuance of Refunding Bonds.
(a) In order to procure such loan authorized in Section 1 hereof, the City is hereby
authorized and directed to have prepared and to issue and sell negotiable COIT revenue
refunding bonds of the City, to be designated as "City of Carmel, Indiana, County Option
Income Tax Revenue Refunding Bonds of 2011" (with such further or different series
designation as may be necessary, desirable or appropriate), in an aggregate principal amount not
to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000) (the "Bonds The
Bonds shall be payable solely from COIT revenues deposited into the Sinking Fund (as
hereinafter defined), subject to the parity claim of the Outstanding Secured Obligations. None of
the provisions of this Ordinance shall be construed to impair the rights of the holders of the
Outstanding Secured Obligations. The Mayor of the City (the "Mayor is authorized to employ
VERSION A- 11/21/11 3
the Financial Advisor to perform any and all computations necessary to confirm the preliminary
evidence and findings demonstrating compliance with the conditions set forth in the COIT
Ordinance for the issuance of the Bonds as Secured Obligations on a parity with the Outstanding
Secured Obligations. The City shall not issue the Bonds without first having received a
certificate from the Financial Advisor in folui and substance satisfactory to the Mayor and to the
effect that the Bonds constitute Secured Obligations under the COIT Ordinance. Subject to the
delivery of the certificate described herein from the Financial Advisor, the Common Council
hereby identifies each of the Bonds as an obligation secured by the COIT Ordinance.
(b) The Bonds shall be issued in fully registered form in the denominations of Five
Thousand Dollars ($5,000) or an integral multiple thereof not exceeding the aggregate principal
amount of Bonds maturing on any maturity date. The Bonds shall be numbered consecutively
from 1.1R -1 upwards and shall bear interest at a rate or rates not exceeding five percent (5.00
per annum (the exact rate or rates to be determined by negotiation). Interest on the Bonds shall
be payable semiannually on June 15 and December 15 of each year, commencing no earlier than
June 15, 2012 (each an "Interest Payment Date with the first Interest. Payment Date to be
determined based upon the advice of the Financial Advisor and reflected in the Clerk Treasurer's
Certificate (as hereinafter defined) pursuant to Section 20 hereof. Interest shall be calculated on
the basis of twelve (12) thirty (30) -day months for a three hundred sixty (360) -day year. The
Bonds shall mature serially semiannually on June 15 and December 15, commencing no earlier
than June 15, 2012, and ending not later than December 15, 2022, on the dates and in the
principal amounts set forth in the Clerk- Treasurer's Certificate pursuant to Section 20 hereof
based upon the advice of the Financial Advisor.
(c) The Bonds shall bear an original date which shall be the date of delivery, and each
Bond shall also bear the date of its authentication. Any Bond authenticated on or before last day
of the month preceding the first Interest Payment Date, shall pay interest from its original date.
Any Bond authenticated thereafter shall pay interest from the Interest Payment Date next
preceding the date of authentication of such Bond unless the Bond is authenticated after the last
day of the month preceding an Interest Payment Date and on or before such Interest Payment
Date, in which case interest thereon shall be paid from such Interest Payment Date.
SECTION 3. Appointment of Registrar and Paying Agent; Book -Entry System.
(a) A registrar and paying agent for the Bonds (respectively, the "Registrar" and the
"Paying Agent" and, in both such capacities, the "Registrar and Paying Agent shall be
appointed by the Clerk Treasurer of the City (the "Clerk- Treasurer as specified in the Clerk
Treasurer's Certificate pursuant to Section 20 hereof. The Registrar and Paying Agent is hereby
charged with the performance of all duties and responsibilities customarily associated with the
position of the Registrar and Paying Agent, including without limitation the authentication of the
Bonds. The Mayor and the Clerk- Treasurer are hereby authorized and directed to enter into such
agreements or understandings with the appointed Registrar and Paying Agent as will enable and
facilitate the performance of its duties and responsibilities, and are authorized and directed to pay
such fees as the Registrar and Paying Agent may reasonably charge for its services in such
capacities, with such fees to be paid from available funds of the City.
VERSION A 11/21/11 4
(b) The principal of and premium, if any, on the Bonds shall be payable at the
principal corporate trust office of the Registrar and Paying Agent. Interest on the Bonds shall be
paid by check or draft mailed or delivered one (1) day prior to each Interest Payment Date to the
registered owner thereof at the address as it appears on the registration books kept by the
Registrar and Paying Agent as of the last day of the month immediately preceding the Interest
Payment Date or at such other address as is provided to the Registrar and Paying Agent in
writing by such registered owner. Notwithstanding anything in this Ordinance to the contrary, so
long as The Depository Trust Company, New York, New York "DTC or its nominee, or any
successor thereto, is the registered owner of the Bonds, the principal of and premium, if any, and
interest on the Bonds will be paid directly to DTC by wire transfer in same day funds by the
Registrar and Paying Agent. All payments on the Bonds shall be made in any coin or currency of
the United States of America which, on the dates of such payments, shall be legal tender for the
payment of public and private debts.
(c) The Bonds may, in compliance with all applicable laws, be issued and held in
book -entry form on the books of DTC, its successors, or any successor central depository system
appointed by the City from time to time (the "Clearing Agency The City and Registrar may, in
connection therewith, do or perform or cause to be done or performed any acts or things not
adverse to the rights of the holders of the Bonds, as are necessary or appropriate to accomplish or
recognize such book -entry form Bonds.
(d) During any time that the Bonds are held in book -entry form on the books of a
Clearing Agency (1) any such Bond may be registered upon the books kept by the Registrar in
the name of such Clearing Agency, or any nominee thereof, including CEDE Co., as nominee
of DTC; (2) the Clearing Agency in whose name such Bond is so registered shall be, and the
City and the Registrar and Paying Agent may deem and treat such Clearing Agency as, the
absolute owner and holder of such Bond for all purposes of this Ordinance, including, without
limitation, the receiving of payment of the principal of, premium, if any, on and interest on such
Bond, the receiving of notice and giving of consent; (3) neither the City nor the Registrar or
Paying Agent shall have any responsibility or obligation hereunder to any direct or indirect
participant, within the meaning of Section 17A of the Securities Exchange Act of 1934, as
amended, of such Clearing Agency, or any person on behalf of which, or otherwise in respect of
which, any such participant holds any interest in any Bond, including, without limitation, any
responsibility or obligation hereunder to maintain accurate records of any interest in any Bond or
any responsibility or obligation hereunder with respect to the receiving of payment of principal,
premium, if any, or interest on any Bonds, the receiving of notice or the giving of consent; (4)
the Clearing Agency is not required to present any Bond called for partial redemption prior to
receiving payment so long as the Registrar and Paying Agent and the Clearing Agency have
agreed to the method for noting such partial redemption; and (5) payment of the principal of and
premium, if any, and interest on any Bond shall be made by wire transfer in same day funds.
(e) If either (i) the City receives notice from the Clearing Agency which is currently
the registered owner of the Bonds to the effect that such Clearing Agency is unable or unwilling
to discharge its responsibility as a Clearing Agency for such Bonds or (ii) the City elects to
discontinue its use of such Clearing Agency as a Clearing Agency for such Bonds, then the City
and Registrar and Paying Agent each shall do or perform or cause to be done or performed all
acts or things, not adverse to the rights of the holders of the Bonds, as are necessary or
VERSION A- 11/21/11 5
appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the Bonds and
to transfer the ownership of each of the Bonds to such person or persons, including any other
Clearing Agency, as the holder of the Bonds may direct in accordance with this Ordinance. Any
expenses of such discontinuance and transfer, including expenses of printing new certificates to
evidence the Bonds, shall be paid by the City.
(f) During any time that the Bonds are held in book -entry form on the books of a
Clearing Agency, the Registrar and Paying Agent shall be entitled to request and rely upon a
certificate or other written representation from the Clearing Agency or any participant or indirect
participant with respect to the identity of any beneficial owners of such Bonds as of a record date
selected by the Registrar and Paying Agent. For purposes of determining whether the consent,
advice, direction or demand of a registered owner of the Bond has been obtained, the Registrar or
Paying Agent shall be entitled to treat the beneficial owners of the Bonds as the Bondholders.
(g) During any time that the Bonds are held in book -entry form on the books of a
Clearing Agency, the Mayor and the Clerk Treasurer, and each of them, is authorized to enter
into a Blanket Letter of Representations agreement with the Clearing Agency, and the provisions
of any such Blanket Letter of Representations or any successor agreement shall control on the
matters set forth herein.
(h) The Registrar and Paying Agent may at any time resign as Registrar and Paying
Agent by giving thirty (30) days' written notice to the City and by first -class mail to each
registered owner of Bonds then outstanding, and such resignation will take effect at the end of
such thirty (30) days or upon the earlier appointment of a successor Registrar and Paying Agent
by the City. Such notice to the City may be served personally or be sent by registered mail. The
Registrar and Paying Agent may be removed at any time as Registrar and Paying Agent by the
City, in which event the City may appoint a successor Registrar and Paying Agent. The City
shall cause each registered owner of Bonds then outstanding to be notified by first -class mail of
the removal of the Registrar and Paying Agent. Notices to registered owners of Bonds shall be
deemed to be given when mailed by first -class mail to the addresses of such registered owners as
they appear on the registration books kept by the Registrar and Paying Agent.
(i) Any predecessor Registrar and Paying Agent shall deliver all of the Bonds and
cash in its possession with respect thereto, together with the registration books, to the successor
Registrar and Paying Agent. The Mayor and the Clerk- Treasurer are hereby authorized to act on
behalf of the City with regard to any of the aforementioned actions of the City relating to the
resignation or removal of the Registrar and Paying Agent and appointment of a successor
Registrar and Paying Agent. In addition, the Mayor and the Clerk- Treasurer are hereby
authorized and directed, on behalf of the City, to enter into such agreements or understandings
with any subsequent Registrar and Paying Agent as will enable it to perform the services
required of it. Any such subsequent Registrar and Paying Agent shall be paid for its services out
of available funds of the City.
SECTION 4. Redemption of Bonds.
(a) At the option of the purchaser for the Bonds, all or a portion of the Bonds may be
aggregated into one or more term bonds payable from mandatory sinking fund redemption
VERSION A 11/21/11 6
payments (the "Term Bonds required to be made as set forth below. The Term Bonds shall
have a stated maturity or maturities of June 15 or December 15 in the years determined at the
time of sale of the Bonds, as shall be set forth in the Clerk- Treasurer's Certificate pursuant to
Section 20 hereof.
In the event that the purchaser for the Bonds opts to aggregate certain Bonds into Term
Bonds, such Term Bonds shall be subject to mandatory sinking fund redemption prior to
maturity at a redemption price equal to 100% of the principal amount thereof, plus accrued
interest to the redemption date, but without premium, on June 15 and December 15 of each year
and in the principal amount set forth in the Clerk Treasurer's Certificate.
The Registrar shall credit against any mandatory sinking fund redemption requirement
for a Term. Bond of a particular maturity, any Bonds of such maturity purchased for cancellation
by the City and cancelled by the Registrar and not theretofore applied as a credit against any
mandatory sinking fund redemption requirement. Each Bond so purchased shall be credited by
the Registrar at 1.00% of the principal amount thereof against the mandatory sinking fund
redemption requirements for the applicable Term Bond in inverse order of mandatory sinking
fund redemption (or final maturity) dates, and the principal amount of such Tenn Bond to be
redeemed on such mandatory sinking fund redemption dates by operation of the mandatory
sinking fund requirements shall be reduced accordingly.
The Registrar shall determine by lot (treating each $5,000 principal amount of each Bond
as a separate Bond for such purpose) the Bonds within a Term Bond of a particular maturity to
be redeemed pursuant to mandatory sinking fund redemption requirements on June 15 and
December 15 of each year.
Notice of any such mandatory sinking fund redemption shall be given in the same manner
as notice of optional redemption is required to be given pursuant to this Section 4 of this
Ordinance. If Bonds are to be redeemed by optional redemption and mandatory sinking fund
redemption on the same date, the Registrar shall select by lot the Bonds for optional redemption
before selecting the Bonds by lot for the mandatory sinking fund redemption.
In the event any of the Bonds are issued as Term Bonds, the form of Bond set forth in
Exhibit A hereof shall be modified accordingly.
Any reference to payment or maturity of principal on Bonds shall be deemed to include
payment of scheduled mandatory sinking fund redemption payments described in this Section
4(a).
(b) Based upon the advice of the Financial Advisor, the Bonds maturing on or after
such dates as reflected in the Clerk Treasurer's Certificate (pursuant to Section 20 hereof) prior
to the sale of the Bonds shall be subject to redemption at the option of the City, in whole or in
part, upon thirty (30) days' written notice to the registered owner or owners of Bonds to be
redeemed, on such dates as are set forth in the Clerk- Treasurer's Certificate based upon the
advice of the Financial. Advisor prior to the sale of the Bonds, in amounts and maturities
determined by the City and by lot within any such maturity or maturities, at a redemption price
of one hundred percent (100 of the principal amount thereof with a premium of not greater
VERSION A- 11/21/11 7
than two percent (2 as set forth in the Clerk Treasurer's Certificate based upon the advice of
the Financial Advisor prior to the sale of the Bonds, plus accrued interest to the redemption date.
Notice of such redemption shall be sent by certified or registered mail at least thirty (30)
days, but not more than sixty (60) days, prior to the scheduled redemption date to each of the
registered owners of the Bonds called for redemption (unless waived by any such registered
owner) at the address shown on the registration books of the Registrar. A :redemption of the
Bonds may be conditioned upon the satisfaction of a condition which, if not satisfied, results in a
rescission of notice of redemption, and the principal and premium, if any, on any of the Bonds so
called for redemption shall continue to bear interest on and after the date fixed for redemption at
the interest rate borne by the Bond until paid in accordance with its terms, and the notice of
redemption shall have no force or effect. The notice shall (i) designate the time and places of
redemption, said places to be the designated offices of the Paying Agent; (ii) state the registration
numbers of the Bonds called for redemption; (iii) if the Bonds to be redeemed are less than the
whole amount outstanding, designate the Bonds to be redeemed; (iv) state that on the designated
date fixed for said redemption said Bonds shall be redeemed by the payment of the applicable
redemption price hereinbefore set forth, and that from and after the date so fixed for such
redemption interest on the Bonds so called for redemption shall cease; (v) state any condition
precedent to such redemption; (vi) state that on the date fixed for redemption, and upon the
satisfaction of any condition described in the notice, the redemption price will be due and
payable upon each such Bond or portion thereof and that interest on the Bonds called for
redemption ceases to accrue on the date fixed for redemption; and (vii) state that if such
condition is not satisfied, such notice of redemption is rescinded and of no force and effect, and
the principal and premium, if any, shall continue to bear interest on and after the date fixed for
redemption at the interest rate borne by the Bond. The place of redemption may be at the
principal corporate trust office of the Registrar or as otherwise determined by the City. Interest
on the Bonds so called for redemption shall cease to accrue on the redemption date fixed in such
notice, if sufficient funds are available at the place of redemption to pay the redemption price on
the redemption date.
In addition to the foregoing notice, the City may also direct that further notice of
redemption of the Bonds be given, including without limitation and at the option of the City,
notice described in paragraph (i) below given by the Registrar to the parties described in
paragraphs (ii) and (iii) below. No defect in any such further notice and no failure to give all or
any portion of any such further notice shall in any manner defeat the effectiveness of any call for
redemption of Bonds so long as notice thereof is mailed as prescribed above.
(i) If so directed by the City, each further notice of redemption given
hereunder shall contain the information required above for an official notice of
redemption plus (1) the CUSIP numbers of all Bonds being redeemed; (2) the date of
issue of the Bonds as originally issued; (3) the rate of interest borne by each Bond being
redeemed; (4) the maturity date of each Bond being redeemed; and (5) any other
descriptive information needed to identify accurately the Bonds being redeemed.
(ii) If so directed by the City, each further notice of redemption shall be sent
at least thirty -five (35) days before the redemption date by registered or certified mail or
overnight delivery service to all registered securities depositories then in the business of
VERSION A-- 11/21/11 8
holding substantial amounts of obligations of types comprising the Bonds and to one or
more national information services that disseminate notices of redemption of obligations
such as the Bonds.
(iii) If so directed by the City, each such further notice shall be published one
time in The Bond Buyer of New York, New York or, if the Registrar believes such
publication is impractical or unlikely to reach a substantial number of the holders of the
Bonds, in some other financial newspaper or journal which regularly carries notices of
redemption of other obligations similar to the Bonds, such publication to be made at least
thirty (30) days prior to the date fixed for redemption.
Upon the payment of the redemption price of the Bonds being redeemed and if so
directed by the City, each check or other transfer of funds issued for such purpose shall bear the
CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds
of such check or other transfer.
Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so
to be redeemed shall, on the redemption date, become due and payable at the redemption price
therein specified, and from and after such date (unless the City shall default in the payment of the
redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender
of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the
Registrar at the redemption price. Installments of interest due on or prior to the redemption date
shall be payable as herein provided for payment of interest. Upon surrender for any partial
redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds
in the amount of the unpaid principal. All Bonds which have been redeemed shall be cancelled
and destroyed by the Registrar and shall not be reissued.
SECTION 5. Transfer and Exchange; Mutilated, Lost, Stolen or Destroyed Bonds.
(a) Each Bond shall be transferable or exchangeable only upon the books of the City
kept for that purpose at the principal office of the Registrar and Paying Agent, by the registered
owner thereof in person, or by his attorney duly authorized in writing, upon surrender of such
Bond, together with a written instrument of transfer or exchange satisfactory to the Registrar and
Paying Agent duly executed by the registered owner or his attorney duly authorized in writing,
and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount and
of the same maturity shall be executed and delivered in the name of the transferee or transferees
or the registered owner, as the case may be, in exchange therefor. The Bonds may be transferred
or exchanged without cost to the registered owner, except for any tax or governmental charge
required to be paid with respect to the transfer or exchange. The Registrar and Paying Agent
shall not be obligated to make any exchange or transfer of Bonds during the period of fifteen
days immediately preceding an Interest Payment Date or to make any exchange or transfer of a
Bond after notice calling such Bond has been mailed.
(b) The person in whose name any Bond shall be registered shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of the principal, premium
or interest on any Bond shall be made duly to or upon the order of the registered owner thereof
VERSION A 11/21/11 9
or his legal representative. 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.
(c) No service charge shall be made for any transfer or exchange of Bonds, but the
City or the Registrar and Paying Agent may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer or exchange
of Bonds except in the case of the issuance of a Bond or Bonds for the unredeemed portion of a
Bond surrendered for redemption.
(d) In the event any Bond is mutilated, lost, stolen or destroyed, the City may execute
and the Registrar and Paying Agent may authenticate a new Bond of like date, maturity and
denomination as the mutilated, lost, stolen or destroyed Bond, which new Bond shall be marked
in a manner to distinguish it from the Bond for which it was issued; provided, that in the case of
any mutilated Bond, such mutilated Bond shall first be surrendered to the City and the Registrar
and Paying Agent, and in the case of any lost, stolen or destroyed Bond, there shall be first
furnished to the City and the Registrar and Paying Agent evidence of such loss, theft or
destruction satisfactory to the City and the Registrar and Paying Agent, together with indemnity
satisfactory to them. in the event any such lost, stolen or destroyed Bond shall have matured or
been called for redemption, instead of causing to be issued a duplicate Bond, the City and the
Registrar and Paying Agent may, upon receiving indemnity satisfactory to them, pay the same
without surrender thereof. The City and the Registrar and Paying Agent may charge the owner of
such Bond with their reasonable fees and expenses in connection with the above. Every
substitute Bond issued by reason of any Bond being lost, stolen or destroyed shall, with respect
to such Bond, constitute a substitute contractual obligation of the City, whether or not the lost,
stolen or destroyed Bond shall be found at any time, and shall be entitled to all the benefits of
this Ordinance, equally and proportionately with any and all other Bonds duly issued hereunder.
In the event that any Bond is not presented for payment or redemption on the date established
therefor, the City may deposit in trust with the Paying Agent an amount sufficient to pay such
Bond or the redemption price thereof, as appropriate, and thereafter the owner of such Bond shall
look only to the funds so deposited in trust with the Paying Agent for payment and the City shall
have no further obligation or liability with respect thereto.
SECTION 6. Execution and Authentication of Bonds. The Bonds shall be executed in
the name of the City by the manual or facsimile signature of the Mayor and attested by the
manual or facsimile signature of the Clerk Treasurer, who shall cause the official seal of the City
to be impressed or a facsimile thereof to be printed or otherwise reproduced on each of the
Bonds. In the event that any officer whose signature appears on any Bond shall cease to be such
officer for any reason before the delivery of such Bond, such signature shall nevertheless be
valid and sufficient for all purposes, the same as if such officer had been in such office at the
time of delivery. Subject to the provisions for registration set forth in this Ordinance, the Bonds
shall be negotiable under the laws of the State of Indiana. The Bonds shall be authenticated with
the manual signature of a duly authorized representative of the Registrar and Paying Agent, and
delivered to the purchasers thereof. No Bond shall be valid or obligatory for any purpose until
the certificate of authentication on such Bond shall have been so executed.
SECTION 7. Form of Bonds. The form and tenor of the Bonds, together with the
Registrar's certificate of authentication to be endorsed thereon, shall be substantially in the form
VERSION A 11/21/11 10
attached as Exhibit A hereto and made a part hereof (with blanks to be properly completed prior
to the preparation of the Bonds).
SECTION 8. Sale of Bonds.
(a) The Clerk- Treasurer may elect to sell the Bonds through a public sale as
described in Section 8(b) hereof, or through a negotiated sale as described in Section 8(d) hereof.
The Clerk Treasurer shall identify the method of sale for the Bonds in the Clerk- Treasurer's
Certificate pursuant to Section 20 hereof.
(b) Prior to any public sale of the Bonds, the Clerk Treasurer shall cause to be
published either: (i) a notice of such sale two (2) times, at least one (1) week apart, with the first
publication made at least fifteen (15) days before the date of such sale and the second publication
at least three (3) days before the date of the sale in accordance with Indiana Code 5 -3 -1 -2 in one
(1) newspaper (as defined in and in accordance with Indiana Code 5- 3 -1 -4); or (ii) a notice of
intent to sell bonds once each week for two (2) weeks in accordance with Indiana Code 5-1-11-2
and Indiana Code 5 -3 -1 -4 and in a newspaper of general circulation published in the State
capital, in which case bids may not be received more than ninety (90) days after the first
publication. Such notice, or a summary thereof, may also be published in any other publications
deemed appropriate in the discretion of the Clerk Treasurer. The bond sale notice shall state the
time and place of sale, the purpose for which the Bonds are being issued, the total amount and
maturities thereof, the maximum rate of interest thereon and any limitations as to the number of
interest rates and the setting of such rates, the terms and conditions upon which bids will be
received and the sale made, and such other information as the Clerk Treasurer and the attorneys
employed by the City shall deem necessary or advisable. Such notice shall provide, among other
things, that each bid shall be accompanied by a certified or cashier's check in the amount of one
percent of the par amount of the Bonds to guarantee performance on the part of the bidder, and
that in the event the successful bidder shall fail or refuse to accept delivery of and pay for the
Bonds as soon as the Bonds are ready for delivery, or at the time fixed in the notice of sale, then
such check and the proceeds thereof shall become the property of the City and shall be
considered as the City's liquidated damages on account of such default.
(c) All bids for the Bonds shall be sealed and shall be presented to the Clerk
Treasurer at the Clerk- Treasurer's office, or such other place as may be designated by the Clerk
Treasurer. Bidders for the Bonds shall be required to name the rate or rates of interest which the
Bonds are to bear, not exceeding five percent (5.00 per annum. Such interest rate or rates
shall be in multiples of one eighth (1/8) or one twentieth (1/20) of one percent (1.00 Bids
specifying more than one interest rate shall also specify the amount and maturities of the Bonds
bearing each rate, and all Bonds maturing on the same date shall bear the same rate. The Bonds
shall be awarded by the Clerk- Treasurer to the successful bidder who has submitted a bid in
accordance with the terms of this Ordinance and the notice of sale. The successful bidder will be
the bidder who offers the lowest net interest cost to the City, to be determined by computing the
total interest on all of the Bonds from the date thereof to their respective maturities and
deducting therefrom the premium bid, if any, or adding thereto the amount of any discount. No
bid for less than all of the Bonds or for less than ninety -eight percent (98 of the par value of
the Bonds (or such higher percentage of the par value of the Bonds, as the Clerk Treasurer, with
the advice of the Financial Advisor, shall determine), plus accrued interest (if any) to the date of
VERSION A 11/21/11 11
delivery, shall be considered. The Clerk Treasurer shall have the right to reject any and all bids.
In the event an acceptable bid is not received on the date fixed in the notice, the Clerk- Treasurer
shall be authorized to continue the sale from day to day for a period of not to exceed thirty (30)
days without re- advertising, pursuant to Indiana law. During the continuation of the sale, no bid
shall be accepted which offers an interest cost which is equal to or higher than the best bid
received at the time originally fixed for the sale of the Bonds in the notice of bond sale.
(d) As an alternative to any public sale of the Bonds, the Clerk- Treasurer may
negotiate the sale of said. Bonds at an interest rate or rates not exceeding five percent (5.00 per
annum. The Mayor and the Clerk Treasurer are hereby authorized to (i) execute a bond purchase
agreement between the City and the purchaser of the Bonds (the `Bond Purchase Agreement
and (ii) sell such Bonds upon such terms as are acceptable to the Mayor and the Clerk- Treasurer
consistent with the terms of this Ordinance. The final form of the Bond Purchase Agreement
shall be determined by the Mayor and Clerk Treasurer, upon advice of the City's bond counsel
and Financial Advisor, and the Mayor and Clerk- Treasurer are hereby authorized and directed to
complete, execute and attest the same on behalf of the City so long as its provisions are
consistent with the Ordinance.
(e) The Clerk Treasurer is hereby authorized to appoint a financial institution to serve
as escrow trustee (the "Escrow Trustee for the 2002 Bonds in accordance with the terms of an
escrow agreement to be executed by and among the City, the Escrow Trustee and the paying
agent for the 2002 Bonds (the "Escrow Agreement The final form of the Escrow Agreement
shall be determined by the Mayor and Clerk Treasurer, upon advice of the City's bond counsel
and Financial Advisor, and the Mayor and Clerk- Treasurer are hereby authorized and directed to
complete, execute and attest the same on behalf of the City so long as its provisions are
consistent with this Ordinance and the Bond Purchase Agreement.
(f) The execution, by either the Mayor, Clerk Treasurer or the purchaser of the
Bonds, of a subscription for investments of proceeds of the Bonds to be held under the Escrow
Agreement in a manner consistent with this Ordinance is hereby approved.
(g) Prior to the delivery of the Bonds, the Clerk- Treasurer (i) shall be authorized, but
not required, to investigate and to obtain insurance and/or credit ratings on the Bonds and (ii)
shall obtain a legal opinion as to the validity of the Bonds from Barnes Thornburg LLP,
Indianapolis, Indiana, bond counsel for the City, and such opinion shall be furnished to the
purchasers of the Bonds at the expense of the City. The costs of obtaining any such insurance
and /or credit ratings, together with bond counsel's fee in preparing and delivering such opinion
and in the performance of related services in connection with the issuance, sale and delivery of
the Bonds, shall be considered as a part of the cost of issuance of the Bonds and shall be paid out
of the proceeds of the sale of the Bonds.
SECTION 9. Official Statement; Continuing Disclosure.
(a) The Bonds shall be offered and sold pursuant to an official statement with respect
to the Bonds, in a form consistent with this Ordinance (the "Official Statement to be made
available and distributed in such manner, at such times, for such periods and in such number of
copies as may be required pursuant to Rule 15c2-12, as amended, promulgated by the United
VERSION A- 11/21/11 12
States Securities and Exchange Commission (the "SEC Rule and any and all applicable rules
and regulations of the Municipal Securities Rulemaking Board. The Common Council hereby
authorizes the Mayor (i) to authorize and approve a preliminary Official Statement (the
"Preliminary Official Statement as the same may be appropriately confirmed, modified and
amended for distribution as the Preliminary Official Statement of the City with respect to the
Bonds; (ii) on behalf of the City, to designate the Preliminary Official Statement a "final"
Official Statement with respect to the Bonds, subject to completion as permitted by and
otherwise pursuant to the SEC Rule; and (iii) to authorize and approve the Preliminary Official
Statement to be placed into final form and to enter into such agreements or arrangements as may
be necessary or advisable in order to provide for the distribution of a sufficient number of copies
of the Official Statement under the SEC Rule.
(b) The Common Council hereby approves, and authorizes and directs the Mayor and
the Clerk Treasurer, for and on behalf of the City, to execute and deliver, and to perform the
obligations of the City under, a continuing disclosure agreement from the City to each registered
owner or holder of any Bond, as may be required under the SEC Rule (the "Continuing
Disclosure Contract The Mayor and the Clerk- Treasurer are authorized to approve the form of
the Continuing Disclosure Contract, such determination to be conclusively evidenced by such
Mayor's and such Clerk Treasurer's execution thereof.
SECTION 10. Binding Limited Obligation; Use of Bond Proceeds. The Bonds, when
fully paid for and delivered to the purchaser or purchasers, and any bonds hereafter issued on a
parity therewith, as to both principal and interest, shall be valid and binding special revenue
obligations of the City, on a parity with the payment obligations to be made pursuant to the
Outstanding Secured Obligations, payable solely out of the COIT revenues distributed to the City
pursuant to the Act deposited and set aside into the Sinking Fund (as hereinafter provided), and
the proceeds derived from the sale of the Bonds shall be and are hereby set aside for application
by the City solely to the payment of the costs of the Refunding, together with costs and expenses
incidental thereto, including costs and expenses in connection with the issuance of the Bonds, as
provided herein.
SECTION 11. Revenue Fund; Use and Application of COIT Revenues. The COIT
revenues distributed to the City pursuant to the Act shall be used and applied by the City only as
provided in the COIT Ordinance, this Ordinance and in strict accordance with the provisions of
the Act. All of such revenues to be applied to Obligations shall be segregated and kept in special
accounts separate and apart from all other funds of the City and shall be used and applied in
payment of Obligations which by their tenns are payable from such revenues. The County
Option Income Tax Fund is hereby created and is hereby designated and constituted as the fund
for the payment of the interest on and principal of the Bonds. Said fund shall be continued until
all of the Bonds have been paid. The "County Option Income Tax Fund" shall consist of (i) a
Bond Principal and Interest Account (which account shall be referred to as the "Sinking Fund"
and which account the City hereby covenants and agrees to cause to be kept and maintained so
long as needed for the purposes set forth herein), and (ii) an Excess Account. All of the COIT
revenues distributed to the City pursuant to the Act, upon the contemporaneous satisfaction of
the parity claims of the Outstanding Secured Obligations, shall be set aside in the following
accounts in the following order of priority and to the extent indicated below:
VERSION A 1 1/21/11 13
(1) Bond Principal and Interest Account;
(2) Excess Account; and
(3) Reserve Account (if so established).
(a) Bond Principal and Interest Account. As soon as possible upon receipt by the
City of its monthly COIT revenue distribution (each, a "Distribution but in any event not later
than the last day of each month, there shall be set aside and paid into the Bond Principal and
Interest Account, upon the contemporaneous satisfaction of the parity claims of the Outstanding
Secured Obligations, a sufficient amount for the payment of (i) the interest on all Bonds as such
interest shall fall due, (ii) the necessary fiscal agency charges for paying the principal of and
interest on all Bonds, and (iii) the principal of all Bonds as such principal shall fall due. The
monthly payments into the Bond Principal and. Interest Account shall be in an amount equal to at
least one sixth (1/6) of the amount required for such payments on the immediately succeeding
Interest Payment Date (provided that such fractional amount shall be appropriately modified to
provide for the first principal and first interest payments and to take into consideration the
deposit of proceeds of the Bonds constituting capitalized interest, if any) and shall continue until
such time as the Bond Principal and Interest Account shall contain an amount sufficient to pay
all of the Bonds then outstanding, together with the interest thereon to the dates of maturity
thereof.
(b) Excess Account. Any remaining COIT revenues distributed to the City pursuant
to the Act, after satisfaction of the parity claims of the Outstanding Secured Obligations and the
required deposit into the Bond Principal and Interest Account, shall be deemed excess funds and
shall be deposited in the Excess Account for appropriation and use as permitted by law. In the
event of any deficiency at any time in the Bond Principal and Interest Account for the purposes
of paying the interest on or principal of the Bonds, funds may be withdrawn from the Excess
Account for deposit into said Bond Principal and Interest Account in the amount of such
deficiency.
(c) Reserve Account.
(i) If the Clerk Treasurer determines, based upon the advice of the Financial
Advisor, that the establishment of a debt service reserve account (the "Reserve Account is
reasonably required for the marketing of the Bonds, then subject to the provisions set forth below
in this Section 11(c), the City shall deposit into the Reserve Account on the issue date of the
Bonds, from the proceeds of the Bonds together with any other funds available for such purpose,
an amount equal to: (A) the least of (1) the maximum annual debt service on the Bonds, (2) one
hundred twenty -five percent (125 of the average annual debt service on the Bonds, or (3) ten
percent (10 of the proceeds of the Bonds, within the meaning of Section 148(d) of the Code,
or (B) such other amount as may be determined by the Clerk- Treasurer, based upon the advice of
the Financial Advisor, at the time of sale of the Bonds and certified in the Clerk- Treasurer's
Certificate (such amount, the "Reserve Requirement
(ii) If so established, the City shall hold such Reserve Account for the
purposes set forth herein. To the extent principal of or interest on the Bonds is paid from such
VERSION A- 11/21/11 14
Reserve Account, the City shall be credited with making such payments and any obligations
under this Ordinance paid thereby shall be deemed satisfied. Moneys deposited and maintained
in the Reserve Account shall never exceed the Reserve Requirement for the Bonds. The Reserve
Account (if so established) shall constitute a margin for safety and serve as protection against
default in the payment of principal of and interest on the Bonds, and the moneys in the Reserve
Account shall be used only to pay current principal and interest on the Bonds currently due and
payable to the extent that moneys in the Bond and Interest Account and the Excess Account are
insufficient for that purpose.
(iii) If so established and if moneys in the Reserve Account are transferred to
the Bond and Interest Account to pay principal and interest on the Bonds, the depletion of the
balance in the Reserve Account shall be made up from any moneys in the Excess Account and
from the next available Monthly Distribution after the required deposits to the Bond and Interest
Account are made as provided herein. Any moneys in the Reserve Account in excess of the
Reserve Requirement may be withdrawn at any time by the City and deposited into: (A) the
Bond and Interest Account to meet the requirements of Section 11(a) hereof for the Bonds; or
(B) the Excess Account and applied as set forth in Section 11(b) hereof.
(iv) In computing the amount in the Reserve Account and compliance with the
Reserve Requirement, obligations purchased as an investment of moneys held in such Account
shall be valued at their amortized costs.
(v) Notwithstanding any other provision of this Ordinance, the City shall be
permitted to satisfy the Reserve Requirement set forth herein by means of a Reserve Account
Credit Instrument. For purposes of this Ordinance, the term "Reserve Account Credit
Instrument" shall mean a letter of credit, surety bond, liquidity facility, insurance policy or
comparable instrument provided by a bank, insurance company, financial institution or other
entity pursuant to a credit agreement with respect to all or a specific portion of the Bonds to
satisfy, in whole or in part, the City's obligation to maintain a reserve requirement, if so required,
with respect thereto, but only if the debt obligations of the credit provider are rated in one of the
three highest rating categories (or such higher rating category as may be determined by the
Clerk Treasurer, based upon the advice of the Financial Advisor, and certified in the Clerk
Treasurer's Certificate), at the time of the sale of the Bonds, by a nationally recognized rating
agency as designated by the Clerk- Treasurer.
(v) If such Reserve Account is so established, then the Clerk- Treasurer, based
upon the advice of the Financial Advisor, shall evidence such determination in the Clerk
Treasurer's Certificate, pursuant to Section 20 hereof, certifying: (A) that funding the Reserve
Account is reasonably required and that the Reserve Requirement is no larger than necessary to
market and sell the Bonds, (B) the amount of the Reserve Requirement, and (C) that the Reserve
Account is directly related to the Refunding because it would not be economically feasible to
issue the Bonds for purposes of the Refunding without such Reserve Account.
VERSION A- 11/21/11 15
SECTION 12. Project Fund; Disposition of Bond Proceeds.
(a) Any accrued interest and premium received at the time of the delivery of the
Bonds shall be deposited into the Bond Principal and Interest Account. The remaining proceeds
from the sale of the Bonds shall be deposited into a special fund to be designated as the "2011
City of Carmel COIT Project Fund" (the "2011 COIT Project Fund consisting of a "Refunding
Account" and a "Bond Issuance Expense Account." The amounts to be deposited into the
Refunding Account and the Bond Issuance Expense Account shall be certified by the Clerk
Treasurer in the Clerk Treasurer's Certificate (pursuant to Section 20 hereof) at the time of
delivery of the Bonds. Such fund shall be deposited with a legally qualified depository or
depositories for funds of the City as provided by law and shall be segregated and kept separate
and apart from all other funds of the City and may be invested as permitted by law. The money
in the 2011 COIT Project Fund shall be expended only for the purpose of paying the costs of the
Refunding, together with costs and expenses in connection with the issuance of the Bonds, as
described herein.
(b) Concurrently with the delivery of the Bonds and receipt of payment therefor, the
Clerk Treasurer shall immediately transfer all of the proceeds of the Bonds deposited into the
Refunding Account, together with other funds of the City available for such purpose (if
necessary), to the Escrow Trustee, pursuant to the terms of the Escrow Agreement, for the
purpose of refunding and defeasing the 2002 Bonds. Pursuant to the terms of the Escrow
Agreement, the Escrow Trustee shall be required to: (i) hold such funds in cash, (ii) acquire
direct obligations of, or obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America, the principal of and the interest on which when
due, without reinvestment, will provide sufficient money (the securities described in clause (ii)
hereof, "Governmental Obligations or (iii) hold a combination of cash and Governmental
Obligations, all for the purpose of paying the principal of and interest on the 2002 Bonds when
due and paying the redemption price, together with any redemption premium, and any accrued
and unpaid interest on the earliest date upon which the 2002 Bonds may be duly called for
redemption.
(c) The remaining proceeds of the Bonds deposited into the Bond Issuance Expense
Account shall be used by the Clerk Treasurer from time to time to pay the costs of issuance of
the Bonds not otherwise paid by the City.
(d) Any balances remaining in the 2011 COIT Project Fund within ninety (90) days
after the issuance of the Bonds, shall either be transferred and deposited into the Bond Principal
and Interest Account of the County Option Income Tax Fund and used for the purposes of that
account as provided for herein, or be used as otherwise provided by law.
SECTION 13. Creation of Trust. The provisions of this Ordinance shall be construed to
create a trust in the proceeds of the sale of the Bonds for the uses and purposes herein set forth,
and the registered owners of the Bonds shall retain a lien on such proceeds until the same are
applied in accordance with the provisions of this Ordinance. The provisions of this Ordinance
shall also be construed to create a trust in the COIT revenues distributed to the City pursuant to
the Act herein directed to be set apart and paid into the Sinking Fund for purposes of said fund as
in this Ordinance set forth.
VERSION A 11/21/11 16
SECTION 14. Defeasance. If, when the Bonds or a portion thereof shall have become
due and payable in accordance with their terms and the whole amount of the principal of and
premium, if any, and interest so due and payable upon on all of the Bonds or a portion thereof
then outstanding shall be paid; or (i) sufficient moneys, or (ii) direct obligations of or
obligations the principal of and interest on which are unconditionally guaranteed by, the United
States of America, the principal of and the interest on which when due will provide sufficient
moneys for such purpose, or (iii) time certificates of deposit fully secured as to both principal
and interest by obligations of the kind described in (ii) above of a bank or banks, the principal of
and interest on which when due will provide sufficient moneys for such purpose, shall be held in
trust for such purpose, then and in such event the Bonds or such portion thereof shall no longer be
deemed outstanding or entitled to the pledge of COIT revenues distributed to the City pursuant to the
Act deposited into the Sinking Fund.
SECTION 15. Tax Covenants. In order to preserve the excludability from gross income
of interest on the Bonds under Section 103 of the Internal Revenue Code of 1986, as amended
and in effect on the date of delivery of the Bonds, together with all applicable regulations
promulgated thereunder (collectively, the "Code the City represents, covenants and agrees
that, to the extent necessary to preserve such excludability:
(a) No person or entity or any combination thereof, other than the City or any
other govermnental unit "Governmental Unit within the meaning of Section 141(b)(6)
and Section 150(a)(2) of the Code, will use more than ten percent (10 of the proceeds
of the Bonds or property financed or refinanced by such proceeds other than as a member
of the general public. No person or entity or any combination thereof other than the City
or any other Governmental Unit will own property financed or refinanced by more than
ten percent (10 of the proceeds of the Bonds or will have actual or beneficial use of
more than ten percent (10 of such property pursuant to a lease, a management or
incentive payment contract, an arrangement such as a take -or -pay or other type of output
contract or any other type of arrangement that differentiates that person's or entity's use
of such property from the use of such property by the public at large, except pursuant to a
management or similar contract which satisfies the requirements of IRS Revenue
Procedure 97 -13.
(b) No Bond proceeds will be lent to any entity or person. No Bond
proceeds will be transferred directly or indirectly transferred or deemed transferred to a
person other than a Governmental Unit in a fashion that would in substance constitute a
loan of such Bond proceeds.
{c} The City will not take any action or fail to take any action with respect to
the Bonds that would result in the loss of the excludability from gross income for federal
income tax purposes of interest on the Bonds pursuant to Section 103(a) of the Code, and
the Common Council will not act in any manner or permit any actions by officers or
officials of the City that would adversely affect such excludability. The City further
covenants that it will keep full, complete and accurate records of all investment income
and other earnings on the amounts held in the funds and accounts created or referred to in.
this Ordinance and will not make any investment or do any other act or thing during the
period that any Bond is outstanding hereunder which would cause any Bond to be an
VERSION A- 11/21/11 17
"arbitrage bond" within the meaning of Section 148 of the Code and regulations
applicable thereto as in effect on the date of delivery of the Bonds. The City shall comply
with the arbitrage rebate requirements under Section 148 of the Code to the extent
applicable.
(d) All officers, employees and agents of the City are hereby authorized and
directed to provide certifications of facts and estimates that are material to the reasonable
expectations of the City as of the date that the Bonds are issued, and to make covenants
on behalf of the City evidencing the City's commitments made herein. In particular, any
and all appropriate officers, employees and agents of the City are authorized to certify
and /or enter into covenants for the City regarding (i) the facts and circumstances and
reasonable expectations of the City on the date that the Bonds are issued and (ii) the
representations and covenants made herein by the City regarding the amount and use of the
proceeds of the Bonds.
The Clerk- Treasurer is hereby authorized and directed to employ consultants and
attorneys from time to time to advise the City with respect to the requirements under federal law
for the continuing preservation of the excludability of interest on the Bonds from gross income
for purposes of federal income taxation.
Notwithstanding any other provisions of this Ordinance, any of the covenants and
authorizations contained in this Ordinance (the "Tax Sections which are designed to preserve
the excludability of interest on the Bonds from gross income for purposes of federal income
taxation (the "Tax Exemption need not be complied with if the City receives an opinion of
nationally recognized bond counsel that compliance with such Tax Section is unnecessary to
preserve the Tax Exemption.
SECTION 16. Amendments without Consent of Bondholders. The Common Council
may, without the consent of, or notice to, any of the owners of the Bonds, adopt a supplemental
ordinance for any one or more of the following purposes:
(a) To cure any ambiguity or formal defect or omission in this
Ordinance;
(b) To grant to or confer upon the owners of the Bonds any additional
benefits, rights, remedies, powers, authority or security that may lawfully be granted to or
conferred upon the owners of the Bonds, or to make any change which, in the judgment of the
City, is not to the prejudice of the owners of the Bonds;
(c) To modify, amend or supplement this Ordinance to permit the qualification of the
Bonds for sale under the securities laws of the United States of America or of any of the states of
the United States of America;
(d) To provide for the current refunding or advance refunding of the Bonds;
(e) To procure a rating on the Bonds from a nationally recognized securities rating
agency designated in such supplemental ordinance, if such supplemental ordinance will not
adversely affect the owners of the Bonds; and
VERSION A- 11/21/11
18
(f) Any other purpose which, in the judgment of the City, does not adversely impact
the interests of the owners of the Bonds.
SECTION 17. Amendments with Consent of Bondholders. Except for amendments
expressly permitted under Section 16, hereof, this Ordinance, and the rights and obligations of
the City and the owners of the Bonds may be modified or amended at any time by supplemental
ordinances adopted by the Common Council with the consent of the owners of the Bonds
holding at least sixty percent (60 in aggregate principal amount of the outstanding Bonds
(exclusive of Bonds, if any, owned by the City); provided, however, that no such modification or
amendment shall, without the express consent of the owners of the Bonds affected, permit or be
construed as permitting:
(a) An extension of the maturity of the principal of or interest on any Bond issued
pursuant to this Ordinance; or
(b) A reduction in the principal amount of any Bond or the redemption premium or
the rate of interest thereon; or
(c) A change in the method of accrual of interest on any Bond; or
(d) The creation of a lien upon or a pledge of the COIT revenues ranking prior to the
pledge thereof created by this Ordinance; or
(e) A preference or priority of any Bond or Bonds issued pursuant to this Ordinance
over any other Bond or Bonds issued pursuant to the provisions of this Ordinance; or
(f) A reduction in the aggregate principal amount of the Bonds required for consent
to amend or supplement this Ordinance; or
(g) A reduction in the Reserve Requirement, if the Reserve Account has been
established; or
(h) A change in the monetary medium in which principal and interest are payable; or
(i)
The extension of mandatory sinking fund redemption dates, if any.
Any act done pursuant to a modification or amendment so consented to shall be binding
upon all the owners of the Bonds and shall not be deemed an infringement of any of the
provisions of this Ordinance or of the Indiana Code, and may be done and performed as fully and
freely as if expressly permitted by the terms of this Ordinance, and after such consent relating to
such specified matters has been given, no owner shall have any right or interest to object to such
action or in any manner to question the propriety thereof or to enjoin or restrain the Common
Council or any officer thereof from taking any action pursuant thereto.
If the Common Council shall desire to obtain any such consent, it shall cause the
Registrar and Paying Agent to mail a notice, postage prepaid, to the respective owners of the
Bonds at their addresses appearing on the registration books held by the Registrar and Paying
Agent. Such notice shall briefly set forth the nature of the proposed supplemental ordinance and
VERSION A- 11/21/11 19
shall state that a copy thereof is on file at the office of the Registrar and Paying Agent for
inspection by all owners of the Bonds. The Registrar and Paying Agent shall not, however, be
subject to any liability to any owners of the Bonds by reason of its failure to mail the notice
described in this Section 17, and any such failure shall not affect the validity of such
supplemental ordinance when consented to and approved as provided in this Section 17.
Whenever at any time within one year after the date of the mailing of such notice, the
Common Council shall receive an instrument or instruments purporting to be executed by the
owners of the Bonds of not less than sixty percent (60 in aggregate principal amount of the
Bonds then outstanding (exclusive of Bonds, if any, owned by the City), which instrument or
instruments shall refer to the proposed supplemental ordinance described in such notice, and
shall specifically consent to and approve the adoption thereof in substantially the form of the
copy thereof referred to in such notice as on file with the Registrar and Paying Agent, thereupon,
but not otherwise, the City may adopt such supplemental ordinance in substantially such form,
without liability or responsibility to any owners of the Bonds, whether or not such owner shall
have consented thereto.
Upon the adoption of any supplemental ordinance pursuant to the provisions of this
Section 17, this Ordinance shall be, and be deemed to be, modified and amended in accordance
therewith, and the respective rights, duties and obligations under this Ordinance shall thereafter
be determined, exercised and enforced hereunder, subject in all respects to such modifications
and amendments.
SECTION 18. Irrevocable Pledge of COIT Revenues. All of the COIT revenues
distributed to the City pursuant to the Act shall be and are hereby irrevocably pledged to the
payment of the principal of and interest on the Bonds on a parity with the pledge thereof to the
Outstanding COIT Obligations and any additional Secured Obligations hereafter issued on a
parity therewith.
SECTION 19. Additional Secured Obligations. The City, acting through its Common
Council, may not identify any obligation, other than the Outstanding Secured Obligations and the
Bonds, as an obligation secured by the COIT Ordinance unless:
(a) All interest, principal, rental and other amounts payable under the then
Outstanding Secured Obligations due on or before such identification have been paid in
accordance with their terms.
(b) The balance in the Reserve Account, if so established, shall equal the Reserve
Requirement.
(c) There is delivered to or for the benefit of each obligee under each then
outstanding Secured Obligation a report or certificate prepared by an independent certified public
accountant or independent financial advisor to the effect that either: (i) the sum of the Monthly
Distributions in the calendar year immediately preceding the calendar year in which such
Obligation is so identified was not less than one hundred twenty -five percent (125 of the
maximum interest, principal, rental or other amounts payable under such. Obligation and any
other then Outstanding Secured Obligations in any future calendar year; or (ii) the sum of the
VERSION A 11/21/11 20
Monthly Distributions in the calendar year immediately succeeding the calendar year in which
such Obligation is so identified are projected to be equal to at least one hundred twenty -five
percent (125%) of the maximum interest, principal, rental or other amounts payable under such
Obligation and any other then Outstanding Secured Obligations in any future calendar year.
(d) The interest, principal, rental or other amount payable under such. Obligation is
payable on June 15 and December 15 in the years in which such Obligation is outstanding.
SECTION 20. Certificate of Clerk- Treasurer. The Clerk- Treasurer shall, prior to the sale
of the Bonds, set forth in a certificate (the "Clerk- Treasurer's Certificate the first interest and
principal payment dates, the principal amounts and maturities of the Bonds, the percentage of par
at which the Bonds shall be sold and any other matters required by this Ordinance to be provided
in the Clerk- Treasurer's Certificate. The Clerk- Treasurer is hereby authorized and directed to
have the Bonds prepared, and the Mayor and the Clerk- Treasurer are hereby authorized and
directed to execute or cause the execution of the Bonds in the form and manner substantially
hereinbefore provided. Temporary Bonds in typed or mimeographed form may be delivered to
the original purchaser thereof pending preparation of the definitive Bonds.
SECTION 21. Other Actions and Documents. The Common Council hereby requests,
authorizes and directs the Mayor, the Clerk Treasurer and any other officer of the City, and each
of them, for and on behalf of the City, to prepare, execute and deliver any and all other
instruments, letters, certificates, agreements and documents and to take such actions as are
determined to be necessary or appropriate to consummate the transactions contemplated by this
Ordinance, in such forms as the Mayor, the Clerk Treasurer or such officer executing the same
shall deem proper, to be conclusively evidenced by their execution thereof, and any and all
actions previously taken, or documents previously executed, in connection with the transactions
contemplated by this Ordinance, be, and hereby are, ratified and approved. The instruments,
letters, certificates, agreements, and documents, including the Bonds, necessary or appropriate to
consummate the transactions contemplated by this Ordinance shall, upon execution, as
contemplated herein, constitute the valid and binding obligations or representations and
warranties of the City, the full performance and satisfaction of which by the City is hereby
authorized and directed.
SECTION 22. Payments or Actions on Non Business Days. In the event that any date
established for the payment of principal of or interest on the Bonds or for taking any such other
action permitted under this Ordinance shall be in the city of such payment, or required action, a
Saturday, Sunday or a legal holiday or other day on which banking institutions are authorized by
law to close, then any such payment of principal or interest or such permitted action may be
made or taken on the next succeeding business day with the same force and effect as if made or
taken on the established date.
SECTION 23. Severability. If any section, paragraph or provision of this Ordinance shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this
Ordinance.
VERSION A 1 1/21/11 21
SECTION 24. Effectiveness; Construction with Other Ordinances. This Ordinance shall
be in full force and effect from and upon compliance with the procedures required by law, and all
ordinances in conflict herewith are hereby repealed to the extent of such conflict, provided that
nothing in this Ordinance shall be construed to affect the provisions of the COIT Ordinance.
VERSION A- 11/21/11 22
PASSED by the Common Council of the City of Cannel, this c2( day of VAptfetrk.10 t v,
2011, by a vote of 7 ayes and b nays.
AN-
Officer
c
r, President Pro
ore
THE CITY OF CARM NDIANA
14 i�
r te► i
or s Griffit s
evin Rider
Presid
Eric Seidens
ATTE
n Accetturo
COMMON COUNCIL T
R6nald E. Carter
Diana L. Cordray, IAMC, Clerk -Tre
Presented by me to the Mayor of the City of Carmel this arl day of b VPIY1
2011, at S',l P.M.
mlo
00\ieer 2011, at S: is .M.
ATTEST:
asurer
Approved by me, Mayor of the City of Carmel, Indiana, this 1" day of
Diana L. Cordray, IAMC, Cl S easurer
Prepared by: Bruce D. Donaldson
Barnes Thornburg LLP
11. South Meridian Street
Indianapolis, IN 46204
VERSION A- 11/21/11
23
Richard L. Sharp
Diana L. Cordray, IAMC, Clerk-
fl/
es Brainard, Mayor
EXHIBIT A
FORM OF BONDS
The Bonds and the Registrar's certificate of authentication to be endorsed on such Bonds
are all to be in substantially the following form, with necessary and appropriate variations,
omissions and insertions as are permitted or required by the Ordinance:
[Form of Bond]
No. R-
Unless this bond is presented by an authorized representative of The Depository Trust
Company, a New York corporation "DTC to the City, or its agent for registration of transfer,
exchange or payment, and any Bond (as defined below) issued is registered in the name of Cede
Co. or in such other name as is requested by an authorized representative of DTC (and any
payment is made to Cede Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede Co., has an interest herein.
UNITED STATES OF AMERICA
State of Indiana County of Hamilton
CITY OF CARMEL, INDIANA
COUNTY OPTION INCOME TAX REVENUE REFUNDING BOND OF 2011
Interest Rate Maturity Date Original Date Authentication Date CUSIP
15,20 ,20 ,20
Registered Owner: Cede Co.
Principal Amount: Dollars
The City of Carmel, in Hamilton County, Indiana (the "City for value received, hereby
promises to pay to the Registered Owner specified above, or registered assigns, upon surrender
hereof, solely out of the special revenue fund hereinafter referred to, the Principal Amount stated
above on the Maturity Date specified above (unless this bond be subject to and be called for
redemption prior to maturity as hereinafter provided), and to pay interest thereon until the
Principal Amount is paid upon redemption or at maturity, at the Interest Rate per annum
specified above and from the interest payment date to which interest has been paid or duly
provided for next preceding the Authentication Date of this bond as shown above (except if this
bond is authenticated after the last day of the month immediately preceding an interest payment
date and the interest payment date, it shall bear interest from such interest payment date and
A -1
except if this bond is authenticated on or before May 30, 2012, it shall bear interest from the
Original Date specified above), with such interest payable semiannually on June 15 and
December 15 of each year, commencing June 15, 2012.
The principal of and premium, if any, on this bond is payable at the principal corporate
trust office of Regions Bank, N.A., in the City of Indianapolis, Indiana, or of any successor
registrar and paying agent appointed under the Bond Ordinance hereinafter mentioned (the
"Registrar and Paying Agent Interest hereon will be paid by cash or draft mailed or delivered
one (1) day prior to each interest payment date by the Registrar and Paying Agent to the
Registered Owner hereof at the address as it appears on the registration books of the Registrar
and Paying Agent as of the last day of the month immediately preceding the applicable interest
payment date or at such other address as is furnished to the Registrar and Paying Agent in
writing by such Registered Owner. Notwithstanding anything in this bond to the contrary, so
long as The Depository Trust Company, New York, New York "DTC or its nominee, or any
successor thereto, is the registered owner of the Bonds, the principal of and premium, if any, and
interest on the Bonds will be paid directly to DTC by wire transfer in same day funds by the
Registrar and Paying Agent. All payments on this bond shall be made in any coin or currency of
the United States of America which, on the dates of such payments, shall be legal tender for the
payment of public and private debts.
The Bonds shall initially be issued and held in book -entry form on the books of DTC, its
successors or any successor central depository system appointed by the City from time to time.
The City and the Registrar and Paying Agent may, in connection therewith, do or perform or
cause to be done or performed any acts or things, not adverse to the rights of the holders of the
Bonds, as are necessary or appropriate to accomplish or recognize such book -entry form bonds.
This bond and the other bonds of this issue, together with the interest payable hereon and
thereon, is payable solely from and secured by an irrevocable pledge of and constitutes a first
charge upon all of the county option income tax revenues distributed to the City pursuant to
Indiana Code 6- 3.5 -6, and the laws amendatory thereof and supplemental thereto (the "Act
deposited into the Sinking Fund (as hereinafter described), subject to the parity claims of the
Outstanding Secured Obligations (as hereinafter defined) and any future Secured Obligations (as
defined in the hereafter identified COLT Ordinance) that may be issued. The City is not and shall
not be obligated to pay the principal of or interest on this bond except from such Sinking Fund,
and this bond does not and shall not constitute an indebtedness of the City within the meaning of
the provisions and limitations of the constitution of the State of Indiana.
The City and the Registrar and 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 the premium, if any, and interest due hereon and for all other purposes, and
neither the City nor the Registrar and Paying Agent shall be affected by any notice to the
contrary.
This bond is one of an authorized issue of bonds of the City, of like date, tenor and effect,
except as to numbering, interest rates and dates of maturity, in the total amount of
Dollars numbered consecutively from 11R -1 upwards,
designated as "City of Carmel, Indiana, County Option Income Tax Revenue Refunding Bonds
of 2011" (the "Bonds issued for the purpose of providing funds: (i) to effect a current
refunding of the outstanding City of Carmel, Indiana, County Option Income Tax Revenue
Bonds, Series 2002 (the "Refunded Bonds and (ii) to pay all expenses necessarily incurred in
connection with the issuance of the Bonds, as authorized by an ordinance adopted by the
Common Council of the City on 2011, entitled "An Ordinance of the Common
Council of the City of Carmel, Indiana, Authorizing the Issuance and Sale of the City of Carmel,
Indiana, County Option Income Tax Revenue Refunding Bonds to Procure Funds to be Applied
to the Refunding of Certain Outstanding Obligations of the City of Carmel, Indiana, together
with Costs and Expenses Incidental Thereto, Including Costs and Expenses in Connection with
the Issuance o the Bonds" (the "Bond Ordinance and the Indiana Code.
This bond is issuable only in fully registered form in the denomination of $5,000 or any
integral multiple thereof not exceeding the aggregate principal amount of the bonds of this issue
maturing in any one year.
Pursuant to the provisions of the Bond Ordinance, the principal of and interest on this
bond and all other bonds of this issue are payable solely from the Sinking Fund (heretofore
created by the Bond Ordinance) provided from county option income tax revenues distributed to
the City pursuant to the Act, subject to the parity claims of the Outstanding Secured Obligations
and any future Secured Obligations which may be issued or incurred. This bond does not and
shall not constitute an indebtedness of the City within the meaning of the provisions and
limitations of the constitution of the State of Indiana, and the City is not and shall not be
obligated to pay this bond or the interest thereon except from Sinking Fund provided from such
county option income tax revenues. The City irrevocably pledges all county option income tax
revenues deposited into the Sinking Fund to the prompt payment of the principal of and interest
on the Bonds authorized and issued pursuant to the Bond Ordinance, including this Bond, subject
to the parity claim of the Outstanding Secured Obligations on such revenues.
Pursuant to and in accordance with Ordinance No. D- 1302 -97, adopted by the Common
Council of the City on July 7, 1997 (the "COIT Ordinance the pledge of county option income
tax revenues to the payment of the Bonds of this issue is on a parity with a pledge thereof by the
City of county option income tax revenues received or to be received by the City from the City's
distributive share of the county option income tax pursuant to the Act to the payment of: (i)
certain lease rentals due under the Lease Agreement, dated as of July 8, 1997, as amended,
between the City of Carmel Redevelopment Authority (the "Redevelopment Authority"), as
lessor, and the City of Carmel Redevelopment Commission (the "Redevelopment Commission
as lessee, which secures the City of Carmel Redevelopment Authority County Option Income
Tax Lease Rental Revenue Refunding Bonds of 2004, dated as of March 18, 2004, currently
outstanding in the aggregate principal amount of $14,985,000, with a final maturity date of
January 1, 2018; (ii) certain lease rentals due under the Lease Agreement, dated as of July 1,
2006, as amended, between the Redevelopment Authority, as lessor, and the Redevelopment
Commission, as lessee, which secures the City of Carmel Redevelopment Authority County
Option Income Tax Lease Rental Revenue Bonds, Series 2006, dated as of August 29, 2006,
currently outstanding in the aggregate principal amount of $65,490,000, with a final maturity
date of July 1, 2027; (iii) debt service due on the City of Carmel, Indiana, Redevelopment
District Taxable County Option Income Tax Revenue Refunding Bonds, Series 2006, dated as of
December 6, 2006, currently outstanding in the aggregate principal amount of $5,910,000, with a
final maturity date of December 15, 2018; (iv) certain lease rentals due under the Lease
Agreement, dated as of December 9, 2009, as amended, between the Redevelopment Authority,
as lessor, and the Redevelopment Commission, as lessee, which secures the City of Carmel
Redevelopment Authority County Option Income Tax Lease Rental Revenue Bonds of 2010,
dated as of January 28, 2010, currently outstanding in the aggregate principal amount of
$25,675,000, with a final maturity date of January 1, 2031; and (v) up to $650,000 annually for
debt service due on the Hamilton County Redevelopment District Tax Increment Revenue Bonds
of 2006, currently outstanding in the aggregate principal amount of $17,755,000, with a final
maturity date of February 1, 2031 (clauses (i) through and including (v), collectively, the
"Outstanding Secured Obligations Upon satisfaction of the conditions set forth in the COIT
Ordinance and the Bond Ordinance, the City may from time to time by ordinance identify any
bond, note, warrant or other evidence of indebtedness, any lease or any other obligations
(whether issued by the City, the Redevelopment Commission or any other person or entity) as a
Secured Obligation (as defined in the COIT Ordinance) on a parity with the Bonds of this issue
and the Outstanding Secured Obligations.
The City covenants that it will set aside and pay into the Sinking Fund a sufficient
amount of the county option income tax revenues to pay (a) the interest on all Bonds payable
from such fund as such interest shall fall due, (b) the necessary fiscal agency charges for paying
the principal of and interest on all Bonds, and (c) the principal of all Bonds payable from such
fund as such principal shall fall due.
The Bonds of this issue maturing on or after 15, 20, are subject to
redemption prior to maturity, at the option of the City, in whole or in part, on 15,
20, or at any time thereafter, in principal amounts and maturities selected by the City, and by
lot within any such maturity or maturities by the Registrar and Paying Agent, at 100% of face
value, plus accrued interest to the date of redemption, and [without premiuml[plus the following
premium
[Insert mandatory redemption terms, if any]
Notice of such redemption shall be sent by registered or certified mail to the Registered
Owner of this Bond not less than thirty (30) days and not more than sixty (60) days prior to the
date fixed for redemption, unless such notice is waived by the Registered Owner. The place of
redemption may be determined by the City. Interest on Bonds so called for redemption shall
cease to accrue on the redemption date fixed in such notice, so long as sufficient funds are
available at the place of redemption to pay the redemption price on the redemption date or when
presented for payment.
If this Bond shall not be presented for payment or redemption on the date fixed therefor,
the City may deposit in trust with the Registrar and Paying Agent an amount sufficient to pay
such Bond or the redemption price, as appropriate, and thereafter the Registered Owner shall
look only to the funds so deposited in trust with the Registrar and Paying Agent for payment, and
the City shall have no further obligation or liability with respect thereto.
Subject to the provisions of the Bond Ordinance regarding the registration of such Bonds,
this Bond and all other Bonds of the issue of which this Bond is a part are fully negotiable
instruments under the laws of the State of Indiana. This bond is transferable or exchangeable
only upon the books of the City kept for that purpose at the principal office of the Registrar and.
Paying Agent by the Registered Owner hereof in person, or by his attorney duly authorized in
writing, upon surrender of this bond, together with a written instrument of transfer or exchange
satisfactory to the Registrar and Paying Agent duly executed by the Registered Owner or his
attorney duly authorized in writing, and thereupon a new fully registered bond or bonds in the
same aggregate principal amount and of the same maturity shall be executed and delivered in the
name of the transferee or transferees or to the Registered Owner, as the case may be, in exchange
therefor. This bond may be transferred or exchanged without cost to the Registered Owner,
except for any tax or governmental charge required to be paid with respect to the transfer or
exchange. The Registrar and Paying Agent shall not be obligated to make any exchange or
transfer of this bond (i) during the fifteen (15) days immediately preceding an interest payment
date on this bond or (ii) after the mailing of any notice calling this bond for redemption. The City
and the Registrar and Paying Agent for this bond may treat and consider the person in whose
name this bond is registered as the absolute owner hereof for all purposes, including for the
purpose of receiving payment of, or on account of, the principal hereof and the premium, if any,
and interest due hereon.
In the event this bond is mutilated, lost, stolen or destroyed, the City may cause to be
executed and the Registrar and Paying Agent may authenticate a new bond of like date, maturity
and denomination as this bond, which new bond shall be marked in a manner to distinguish it
from this bond; provided, that in the case of this bond being mutilated, this bond shall first be
surrendered to the Registrar and Paying Agent, and in the case of this bond being lost, stolen or
destroyed, there shall first be furnished to the Registrar and Paying Agent evidence of such loss,
theft or destruction satisfactory to the City and the Registrar and Paying Agent, together with
indemnity satisfactory to them. In the event that this bond, being lost, stolen or destroyed, shall
have matured or been called for redemption, instead of causing to be issued a duplicate bond, the
City and the Registrar and Paying Agent may, upon receiving indemnity satisfactory to them,
pay this bond without surrender hereof. In such event, the City and the Registrar and Paying
Agent may charge the owner of this bond with their reasonable fees and expenses in connection
with the above. Every substitute bond issued by reason of this bond being lost, stolen or
destroyed shall, with respect to this bond, constitute a substitute contractual obligation of the
City, whether or not this bond, being lost, stolen or destroyed shall be found at any time, and
shall be entitled to all the benefits of the Bond Ordinance, equally and proportionately with any
and all other bonds duly issued thereunder.
In the manner provided in the Bond Ordinance, the Bond Ordinance and the rights and
obligations of the City and of the owners of the bonds of this issue may (with certain exceptions
as stated in the Bond Ordinance) be modified or amended with the consent of the owners of at
least sixty percent (60 in aggregate principal amount of outstanding bonds of this issue
exclusive of bonds, if any, owned by the City. Additional obligations ranking on a parity with the
Bonds authorized by the Bond Ordinance and other obligations, junior to the Bonds authorized
by the Bond Ordinance, can be issued in accordance with the terms of the Bond Ordinance and
the COIT Ordinance.
The bonds authorized and issued pursuant to the Bond Ordinance, including this bond,
are subject to defeasance prior to redemption or payment as provided in the Bond Ordinance, and
the owner of this bond, by the acceptance hereof, hereby agrees to all the terms and provisions
contained in the Bond Ordinance.
This bond shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been duly executed by a duly authorized representative of the
Registrar and Paying Agent.
The City hereby certifies, recites and declares that all acts, conditions and things required
to be done precedent to and in the preparation, execution, issuance and delivery of this bond have
been done and performed in regular and due form as provided by law.
IN WITNESS WHEREOF, the City of Carmel, in Hamilton County, State of Indiana, by
ordinance of its Common Council, has caused this bond to be executed in its corporate name and
on its behalf by the manual or facsimile signature of its duly elected, qualified and acting Mayor
and attested by the manual or facsimile signature of its duly elected, qualified and acting Clerk
Treasurer, who has caused the official corporate seal of the City to be impressed or a facsimile
thereof to be printed or otherwise reproduced hereon, all as of the Original Date shown above.
(SEAL)
ATTEST:
Clerk Treasurer
CERTIFICATE OF AUTHENTICATION
CITY OF CARMEL, INDIANA
By:
Mayor
This bond is one of the City of Carmel, Indiana, County Option Income Tax Revenue
Refunding Bonds of 2011, issued and delivered pursuant to the provision of the within
mentioned Bond. Ordinance.
REGIONS BANK, N.A.
as Registrar and Paying Agent
By:
Authorized Representative
UNIF. TRANS.
MIN. ACT
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within Bond,
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
.1T. TEN. as joint tenants with right of survivorship and not as tenants in
common
Custodian
(Cust.) (Minor)
under Uniform Transfers to Minors Act of
Additional abbreviations may also be used though not in list above.
(State)
in principal amount (must be a multiple of $5,000) of the within bond and all
rights thereunder, and hereby irrevocably constitutes and appoints attorney, to
transfer the within bond on the books kept for registration thereof, with full power of substitution
in the premises.
Dated:
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Signature Guaranteed:
(please print or typewrite name and address of transferee)
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a Securities Transfer
Association recognized signature guarantee
program.
INDS01 B.IB 1301280x2
ASSIGNMENT
(please insert social security or
other identifying number of assignee)
[End of Bond Form]
NOTICE: The signature of this assignment
must correspond with the name as it appears
upon the face of the within bond in every
particular, without alteration or enlargement
or any change whatever.